Fangzhou Inc. has formally adopted a new share incentive scheme (“the Scheme”) effective 27 September 2026. The plan will run for ten years and will be financed entirely through existing shares, with no issuance of new equity.
Key Terms • Tenor and Funding: The Scheme is valid for a decade from the adoption date and utilizes only shares repurchased on-market by an independent trustee; no new shares will be issued. • Scheme Limit: Aggregate awards are capped at 5% of Fangzhou Inc.’s issued share capital as of the adoption date—equating to 69.27 million shares. Based on this limit, the company’s total issued share capital stands at approximately 1.39 billion shares. • Eligible Participants: Employees, directors, individuals employed by related entities and designated service providers may be selected. Excluded participants are those in jurisdictions where awards or vesting would breach local regulations. • Governance: The board retains overall oversight but may delegate operational authority to a Scheme Administrator. Futu Trustee Limited has been appointed as the initial independent trustee responsible for acquiring and holding shares on behalf of participants. • Vesting & Exercise: Awards may take the form of share grants or options. Shares or options vest subject to conditions set by the board; vested options can be exercised for a purchase price stipulated in the grant instrument. • Voting & Dividend Rights: Unvested shares carry no voting or dividend rights for participants; the trustee will abstain from voting such shares. • Termination: The Scheme will automatically terminate on the tenth anniversary of adoption or earlier if resolved by the board, without affecting subsisting participant rights.
Regulatory Position The Scheme qualifies as a share scheme under Chapter 17 of Hong Kong’s Listing Rules but does not involve the issuance of new shares, thereby obviating the need for shareholder approval. Any grants to directors that form part of their remuneration may be exempt from reporting and approval requirements under Rules 14A.73(6) and 14A.95, while other connected-party grants will comply with Chapter 14A provisions.
Strategic Rationale Management intends the Scheme to recognize past contributions, incentivize and retain key talent, and attract new personnel to support Fangzhou Inc.’s long-term growth trajectory.
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