Yee Hop Holdings Limited has released the full terms of a new share incentive scheme, subject to shareholder approval at a forthcoming general meeting and to the Stock Exchange of Hong Kong granting listing approval for any shares to be issued.
Key Features • Duration: The scheme will run for 10 years from the adoption date and will automatically terminate on the day before the tenth anniversary. • Scheme Mandate Limit: Aggregate issuable shares under all awards are capped at 10% of the company’s issued share capital (excluding any treasury shares) on the adoption date. • Service Provider Sub-limit: Grants to external service providers are further limited to 2% of issued shares within the overall 10% cap. • Eligibility: Employees (full-time or part-time) and qualified service providers are eligible, excluding any participants in jurisdictions where local laws would prohibit participation. • Award Types: The plan allows both share options and share awards. Exercise price (options) or issue price (awards) will be set at no less than the higher of (i) the closing price on the offer date, (ii) the five-day average closing price, and (iii) nominal value. • Vesting: A minimum 12-month vesting period applies, with narrowly defined exceptions for “make-whole” grants, disability, death, accelerated vesting upon corporate transactions, and other specified circumstances. • Performance and Clawback: The board may impose performance targets and has the right to claw back unexercised or unvested awards in cases of misconduct, summary dismissal, criminal conviction involving integrity, or actions that damage the group. • Individual Limits: Any single participant exceeding 1% of issued shares in a rolling 12-month period requires separate shareholder approval. Grants to independent non-executive directors, substantial shareholders, or their associates above 0.1% likewise require independent shareholder approval. • Administration: The board may delegate administration to a committee or independent trustee. Awards are non-transferable except with Stock Exchange approval for estate or trust transfers. • Adjustment Mechanism: Standard pro-rata adjustments will apply for capitalisation issues, rights issues, consolidations, sub-divisions, or capital reductions, subject to auditor or independent financial adviser certification. • Termination: Shareholders may terminate the scheme at any time; outstanding awards would remain valid until exercised or lapsed under scheme rules.
Implementation of the scheme will proceed only after shareholders pass the required ordinary resolutions and the Stock Exchange grants listing approval for shares to be issued under the plan.
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