CIG Shanghai Co., Ltd. (CIG) has approved a new H-Share Restricted Share Incentive Scheme, effective 28 April 2026, to deepen long-term alignment with overseas employees and external service providers.
Key parameters • Mandate size: Up to 17.63 million H shares—approximately 5.00% of CIG’s issued share capital—may be issued across all share-based plans (the “Scheme Mandate Limit”). • Service-provider sub-limit: 3.53 million shares, or about 1.00% of total issued shares, are reserved for non-employee service providers. • Source of shares: New H-share issuances and treasury shares. • Purchase price: Determined at the Board’s discretion and may be set at nil consideration. • Vesting period: Minimum of 12 months; specific performance and service conditions will be set by the Board for each grant.
Eligible participants 1. Overseas directors and employees (excluding independent non-executive directors). 2. Non-Mainland service providers delivering market-development, technology or R&D support judged critical for CIG’s international expansion.
Governance and limits • Grants exceeding 0.1% of issued shares to directors, chief executives, substantial shareholders, or their associates require separate shareholder approval and independent non-executive director endorsement. • Grants that push any non-connected employee above 1% of issued shares in a 12-month period also need shareholder consent. • The scheme will be administered by the Board, which may delegate day-to-day management to a designated committee.
Duration and termination • The plan is authorised for ten years from the adoption date; however, the Board can terminate it earlier, and in any case it will cease no later than the fifth anniversary unless extended by shareholders. • On termination, no further grants will be made, but outstanding awards will continue to vest subject to their terms.
Adjustment mechanisms In the event of share consolidations, sub-divisions, rights issues or similar corporate actions, the Board may adjust the number of shares under grant and the purchase price, subject to Hong Kong Listing Rules and independent professional confirmation.
Claw-back provisions CIG retains the right to cancel unvested awards and reclaim gains from vested shares if participants commit fraud, serious misconduct, or other actions materially detrimental to the company.
Compliance and disclosure The scheme follows Chapter 17 of the Hong Kong Listing Rules. Shareholder circulars and approvals are required for mandate refreshes after three years or for grants exceeding the stated limits.
Comments