Archosaur Games Inc. (Archosaur Games) has adopted a new 2026 Restricted Share Unit (RSU) Scheme to strengthen long-term employee incentives and bolster future growth, according to a shareholder resolution passed on 19 August 2026.
Key Features of the 2026 RSU Scheme
1. Objective and Duration • Purpose: Align the interests of directors, senior management and employees with the company’s long-term performance and enhance talent attraction and retention. • Term: Valid for 10 years from the adoption date; no RSUs may be granted after this period, though existing awards can continue to vest.
2. Participant Eligibility and Grant Mechanics • Eligible Persons: Existing employees and executive or non-executive directors of Archosaur Games and its subsidiaries (independent non-executive directors are excluded). • Grant Process: RSUs are offered via Grant Letters specifying participant details, number of units, vesting conditions, schedule and any conversion price. Acceptance does not require payment of a grant or exercise price. • Vesting Framework: Minimum vesting period of 12 months, with a standard schedule of 40% after year 1, 30% after year 2 and 30% after year 3, subject to continued employment and any performance criteria set by the Board. • Lapse & Clawback: Unvested RSUs lapse upon cessation of employment or breach of restrictive covenants. The Board may claw back unvested RSUs in cases of misconduct, financial misstatement or contract breach.
3. Share Pool and Limits • Scheme Mandate Limit: Up to 80.04 million shares (approx. 10% of issued share capital excluding treasury shares as at 19 August 2026) may be issued or transferred under all company share plans, including this RSU Scheme. • Individual Cap: No participant may receive RSUs exceeding 1% of total issued shares in any 12-month period without separate shareholder approval. • Additional Thresholds: Grants exceeding 0.1% of issued shares to a Director (other than an independent non-executive director) or a chief executive within 12 months, or to a substantial shareholder or their associates, require independent shareholder approval.
4. Administration and Funding • The Board oversees the scheme and may delegate duties to a committee or independent third parties. • A trustee will hold and transfer shares; Archosaur Games may issue new shares, use treasury shares or instruct on-market purchases to satisfy RSU conversions.
5. Special Situations and Adjustments • Accelerated Vesting: RSUs vest immediately upon a successful general offer, approved restructuring or voluntary winding-up. • Capital Changes: In events such as share consolidation, subdivision or rights issues, appropriate adjustments to RSUs and underlying shares will be made to maintain participant equity.
6. Termination and Amendments • The scheme can be terminated by shareholder resolution before expiry; outstanding awards remain subject to their original terms. • Amendments to core provisions, including eligibility, vesting rules, clawback terms or mandate limits, require shareholder approval and compliance with Hong Kong Listing Rules.
This RSU Scheme replaces the 2022 RSU Scheme and sits alongside Archosaur Games’ existing Pre-IPO RSU Scheme and Share Option Scheme, forming a comprehensive equity incentive framework for the group’s workforce.
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