China Fortune Holdings Limited (trading in Hong Kong as CFH Limited) has adopted a new Share Option Scheme following shareholder approval on 26 June 2026. The plan provides a structured framework for issuing share options over the next decade, subject to the following principal terms:
1. Duration and Effective Date • The scheme took effect on 26 June 2026 (the “Adoption Date”) and will remain in force until the close of business on the 10th anniversary. • No further options may be granted after the “Termination Date,” though unexercised options granted earlier will remain valid within their option period.
2. Eligible Participants • Two categories are defined: – Employee Participants: executive directors (excluding INEDs) and employees (full-time or part-time) of the Group. – Related Entity Participants: directors and employees of the Company’s holding companies, fellow subsidiaries or associates.
3. Option Grant Mechanics • Options may be offered on any business day within 10 years from the Adoption Date. • Each offer must be accepted within 30 days of the offer date, accompanied by HK$1.00 consideration. • Options are personal and non-transferable unless a Stock Exchange waiver permits estate-planning transfers.
4. Pricing Parameters • Exercise price is the higher of: – The closing price on the offer date; – The average closing price of the five business days preceding the offer date; or – The nominal value of a share.
5. Vesting & Exercise • Options are exercisable during a Board-designated period of up to 10 years. • A minimum 12-month vesting period applies, with limited exceptions (e.g., “make-whole” grants to new hires, disability, death, or regulatory-driven circumstances). • Performance targets and clawback provisions may be imposed at the Board’s discretion.
6. Participation & Issuance Limits • Scheme Limit: Options over new or treasury shares may not exceed 10% of the Company’s issued share capital (excluding treasury shares) as at the Adoption Date. • Individual Limit: Within any 12-month period, options granted to a single participant (including grants under other Company schemes) are capped at 1% of issued shares. • Grants to directors, chief executives, substantial shareholders or their associates require independent non-executive director approval; certain large grants also need shareholder approval.
7. Capital Adjustments • In events such as capitalisation issues, rights issues, subdivisions or consolidations, the number of shares subject to outstanding options and/or the exercise price will be adjusted by the auditors or an independent financial adviser to ensure fairness and compliance with Listing Rule 17.03(13).
8. Cancellation & Termination • The Board may cancel unexercised options with participant consent or under specified circumstances (e.g., regulatory compliance). Cancelled options count towards the scheme’s utilisation. • Shareholders may terminate the scheme at any time; no new options may then be issued, but existing ones remain exercisable per their terms.
9. Reporting Requirements • The Company will disclose option movements, terms and utilisation details in its annual and interim reports in line with Hong Kong Listing Rules.
The scheme aims to align employee and related-party interests with long-term shareholder value by using equity-based incentives within clearly defined regulatory and shareholder-approved boundaries.
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