Hong Kong–listed mobile-marketing technology group Mobvista Inc. (01860.HK) released an announcement detailing three major equity-incentive moves:
1) Proposed amendments to the Employee Restricted Share Unit (RSU) Scheme, 2) Immediate termination of the 2018 Share Option Scheme, and 3) A conditional grant of 62.97 million new shares to Chairman and CEO Mr. Cao Xiaohuan.
Key amendments to the Employee RSU Scheme • Eligibility is broadened to executive directors, senior management, employees across the Group and related-entity participants. • A scheme mandate limit caps aggregate new-share issuance (plus any transferable treasury shares) across all share-based schemes at 10 % of issued share capital, equivalent to 157.42 million shares based on 1.57 billion shares outstanding as of the announcement date. • Within that limit, a 4 % sub-limit (62.97 million shares) applies individually to the CEO and separately to the Core Product R&D Management Team. • Vesting for the CEO and the Core Product R&D Management Team must satisfy both service-year requirements and performance or market-value targets. • A claw-back mechanism has been added, covering misconduct, financial restatements and material inaccuracies in performance assessment.
Termination of the Share Option Scheme The Board has terminated the 2018 Share Option Scheme with immediate effect. The scheme had issued 20 million options in July 2021, all of which lapsed by July 2022; no other options were outstanding.
Conditional grant to CEO • Grant size: 62,966,166 new shares, equal to 4.00 % of current issued shares and 3.85 % post-issuance. • Grant date: 12 March 2026, subject to shareholder and Stock Exchange approvals. • Consideration: Nil. • Market reference: HK$14.94 closing price on grant date. • Vesting structure: – Service-based tranche (50 % of award) vests in equal 25 % installments on each anniversary of the grant date over four years. – Performance/market-value tranche (50 % of award) vests in 25 % increments when either the Company’s market value or adjusted net profit meets tiered targets: HK$40 billion/100 % growth; HK$60 billion/200 % growth; HK$80 billion/300 % growth; HK$100 billion/400 % growth versus 2025 baseline. – Awards not meeting vesting conditions by scheme expiry will lapse. • Lock-up: Each vested tranche is subject to a five-year transfer restriction. • Claw-back and recovery provisions apply for misconduct, restatements, early departure, or other specified events.
Residual capacity under the 10 % mandate will be 94.45 million shares after the CEO award. The Company may seek future shareholder approval to refresh the limit in accordance with Listing Rule requirements.
Extraordinary General Meeting Shareholders will vote on the RSU scheme amendments and the CEO award at an upcoming extraordinary general meeting; Mr. Cao, his associates, and core connected persons must abstain from voting.
The Board and Remuneration Committee state that the proposed structure ties management incentives directly to long-term corporate performance while conforming to the amended Chapter 17 of the Listing Rules and the June 2024 treasury-share provisions.
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