YH Entertainment Group (abbrev. “YH ENT”) has published the full rules for its 2026 Share Incentive Plan, setting out a new equity-based remuneration framework for employees, related-party participants and selected service providers.
Key features
• Plan size: The aggregate number of shares that can be awarded under the plan and all other share schemes is capped at 20.00 million shares, equal to 2.41 % of the company’s issued share capital on the approval date (“Plan Mandate Limit”).
• Service-provider cap: Grants to service providers are further restricted to 14.00 million shares, or 1.69 % of shares in issue (“Service Provider Sub-limit”).
• Duration: The plan will run for ten years from its adoption date and will expire on 16 April 2036. No awards may be granted after expiry, although unvested awards will continue to be administered.
• Eligibility: Awards may be offered to (i) directors or employees of the company or its subsidiaries, (ii) employees of related entities, and (iii) external service providers that deliver ongoing services critical to the group’s core business. Excluded persons, such as those in jurisdictions where the scheme is not permitted, are not eligible.
• Administration: The board retains overall authority but may delegate day-to-day administration to the remuneration committee or other delegatees and may appoint an independent RSU trustee.
• Grant conditions: – Individual limit: The maximum allocation to any single participant over any 12-month period cannot exceed 1 % of issued share capital, unless separately approved by shareholders. – Connected-person safeguard: Grants to directors, chief executives, substantial shareholders and their associates require prior approval from independent non-executive directors; larger grants (over 0.1 % of issued share capital within 12 months) require shareholder approval with the relevant connected persons abstaining. – No grants may be made during blackout periods surrounding financial results announcements or when inside information has not yet been disclosed.
• Vesting: The default vesting period is at least 12 months; shorter periods are permissible only in limited cases such as replacement (“make-whole”) awards for new hires, death or disability, or awards with purely performance-based conditions. Vesting schedules, performance targets and clawback terms are determined case-by-case and communicated in individual grant letters.
• Accelerated vesting: Awards may vest immediately upon a takeover, merger, scheme of arrangement, capital reorganisation or voluntary winding-up if specified conditions are met.
• Lapse and cancellation: Unvested awards lapse automatically upon termination of employment, competitive activity, prohibited transfer attempts or commencement of winding-up. The board may cancel unvested awards but must provide fair value compensation or equivalent replacement awards.
• Shareholder refresh: Both the Plan Mandate Limit and the Service Provider Sub-limit can be refreshed after three years, subject to independent shareholder approval and Listing Rules requirements; any refresh cannot exceed 10 % of shares in issue on the new approval date.
The plan will become effective once shareholders pass the necessary resolutions authorising the plan, the grant of awards and the allotment and issue of shares under the scheme.
Comments