Kaisa Group Holdings Ltd. (Kaisa Group) has released full terms for a new share incentive scheme designed to deepen employee alignment with long-term corporate performance.
Key Features • Scope and Term: The scheme will run for 10 years from its adoption date (subject to shareholder and Hong Kong Stock Exchange approval) and will cover both share options and share awards. • Eligible Participants: Directors and employees of Kaisa Group and its subsidiaries; awards may also be routed through trusts or similar vehicles for their benefit. • Scheme Mandate Limit: The total number of shares that can be issued (or transferred from treasury) under the plan and all other employee share schemes is capped at 10% of the company’s issued share capital on the adoption date. Lapsed awards will not count toward this limit. • Individual Cap: Grants to any single participant that exceed 1% of issued shares in any 12-month period require separate shareholder approval. • Exercise/Purchase Price: – Share Options: Not less than the highest of (i) the closing price on the offer date, (ii) the five-day average closing price, and (iii) the nominal value of the share. – Share Awards: Price may be set at any level, including nil, at the Board’s discretion and will be disclosed upon grant. • Vesting Rules: Awards generally carry a minimum 12-month vesting period. Shorter or no-vesting periods are permitted in specific cases such as “make-whole” grants to new hires, death, disability, or accelerated vesting linked to performance criteria. • Exercise Period: Awards may be exercised up to the day before the 10th anniversary of the offer date, subject to early lapse conditions. • Performance Targets & Clawback: The Board may impose performance metrics tied to financial, operational, or individual benchmarks. A clawback mechanism can cancel unvested awards in events such as summary dismissal, dishonesty, or material wrongdoing. • Capital Adjustments: Standard adjustments will be made for capitalization issues, rights issues, subdivisions or consolidations, ensuring no dilution beyond the scheme rules. • Trust Structure: Independent trustees may be appointed to purchase or hold shares on-market or from treasury to satisfy awards, with restrictions on dealing during price-sensitive periods. • Governance: Grants to directors, substantial shareholders, or their associates require approval from independent non-executive directors; larger grants above 0.1% of issued shares to these parties require shareholder approval by poll.
The scheme aims to provide long-term incentives, attract and retain key talent, and align employee interests with shareholder value creation while adhering to the latest Chapter 17 Listing Rules.
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