Winto Group (Holdings) Limited has adopted a new share option scheme, effective from its 2026 adoption date, aimed at enhancing talent retention, aligning staff interests with shareholders and supporting the Group’s long-term growth strategy.
Key Terms and Limits • Duration and Administration: The scheme will run for 10 years from the adoption date and will be overseen by the board or an authorised committee that includes at least one independent non-executive director.
• Eligible Participants: – Employee Participants (directors and employees of the Group) – Related Entity Participants (directors and employees of holding companies, fellow subsidiaries or associates) – Service Providers who render recurring services integral to the Group’s business (explicitly excluding placing agents, auditors and valuers).
• Option Period: Each option can run for a maximum of 10 years from the offer date. A minimum 12-month vesting period generally applies, although the board may shorten this under defined circumstances such as “make-whole” grants or death/disability of a participant.
• Subscription Price: At grant, the price must be the highest of (i) the closing price on the offer date, (ii) the five-day average closing price preceding the offer date, or (iii) the share’s nominal value.
• Scheme Mandate Limit: The aggregate number of shares that can be issued under this scheme and any other share schemes of the Company is capped at 10% of the shares in issue on the adoption date. – Within this, a 2% sub-limit applies specifically to Service Providers. – The mandate can be refreshed after three years, subject to shareholder approval, but any controlling shareholders (or, if none, directors and the chief executive) must abstain from voting.
• Individual Limits: – No eligible participant may receive options exceeding 1% of the Company’s issued share capital in any rolling 12-month period without prior independent shareholder approval. – Additional restrictions apply to grants made to substantial shareholders and independent non-executive directors that would exceed 0.1% of issued shares within 12 months.
• Transferability: Options are personal and non-transferable except in limited cases such as estate planning with Stock Exchange waiver or transmission upon death.
• Lapse and Early Exercise: Options lapse upon expiry, dismissal for cause, insolvency or breach of transfer restrictions. Early exercise windows are provided in events such as general offers, schemes of arrangement or proposed winding-up, subject to vesting status.
• Adjustments: In the event of share consolidation, subdivision, rights issue or similar capital changes, an independent financial adviser or the auditors will confirm equitable adjustments to option terms, ensuring the subscription price never falls below nominal value.
• Termination: The scheme can be terminated by shareholder resolution or the board at any time; outstanding options remain exercisable in accordance with their terms.
Regulatory Compliance The scheme’s provisions align with Chapter 23 of the GEM Listing Rules, including blackout periods for grants, disclosure, independent non-executive director approval for connected person grants and shareholder circular requirements for mandate refreshes or grants exceeding individual limits.
By formalising this comprehensive share option framework, Winto Group seeks to strengthen incentives across employees, related entities and key service providers while maintaining stringent governance and shareholder safeguards.
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