Shenzhen LDROBOT Co., Ltd. has released the full framework of its new H-Share Option Scheme, set to take effect upon shareholder approval. The programme is designed to strengthen long-term alignment with investors, incentivise key contributors and reinforce talent retention across the Group.
Key Parameters • Mandate Size: Options and other share incentives granted under all schemes are capped at 10% of LDROBOT’s total issued share capital on the adoption date (“Scheme Mandate Limit”). • Participant Categories: – Employee Participants: executive and non-executive directors (excluding INEDs), senior management and all other staff. – Service Providers: individuals or entities that deliver recurring services central to LDROBOT’s long-term growth; subject to a sub-limit of 1% of issued shares. – Related Entity Participants: directors or employees of parent, fellow subsidiary or associates. • Individual Limit: No participant may receive options over more than 1% of issued shares within any 12-month period without separate shareholder approval. • Substantial Shareholder/Insider Threshold: Grants to any substantial shareholder or its associates exceeding 0.1% of issued shares in a 12-month window require independent shareholder approval.
Option Economics • Exercise Price: Set at the highest of (i) the H-share closing price on the grant date, (ii) the five-day average closing price preceding the grant, or (iii) the RMB0.10 nominal value. • Option Period: Up to 10 years from the grant date. • Vesting: Minimum 12-month vesting, with defined exceptions (e.g., new-hire replacement awards, accelerated vesting on change-of-control, death or disability). Performance targets and claw-back provisions may be imposed at the Board’s discretion.
Governance and Administration • The Board oversees the scheme and may delegate operational duties to a committee. Grants to directors, chief executives or substantial shareholders require independent non-executive director approval; larger grants to insiders necessitate shareholder consent. • Any material amendment to the scheme—particularly changes to participant definitions or key terms—must receive shareholder approval. • The scheme includes a claw-back mechanism enabling LDROBOT to forfeit or reclaim vested or unvested options in cases such as financial misstatement or serious misconduct.
Capital Adjustments and Termination • Exercise price and option quantity are subject to adjustment for corporate actions, including rights issues, consolidations or subdivisions, ensuring fairness and compliance with Hong Kong listing regulations. • The Board may cancel unexercised options with grantee consent and retains the right to terminate the scheme before its 10-year expiry; outstanding awards will continue under existing terms.
Implementation Timeline The scheme will run for ten years from its adoption date, which will be the day shareholders pass the requisite resolution. Final effectiveness also hinges on Hong Kong Stock Exchange approval for the listing of shares issuable upon option exercise.
Strategic Implications By reserving up to 10% of its share capital for equity incentives—paired with strict vesting, performance and dilution safeguards—LDROBOT aims to deepen employee engagement, secure critical service partnerships and align all stakeholders to the company’s long-term value creation plan.
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