GOGOX Holdings Limited has proposed the adoption of a new 10-year Restricted Share Unit programme—labelled the “2026 RSU Scheme”—that will be funded by issuing new shares under Chapter 17 of the Hong Kong Listing Rules. Implementation remains subject to shareholder approval at an upcoming EGM and to the Stock Exchange’s listing authorisation for any shares to be issued upon vesting of awards.
Key terms of the 2026 RSU Scheme
1. Scheme size and dilution • The aggregate number of new shares that can be issued under all share schemes, including the proposed plan, is initially capped at 10% of the company’s issued share capital on the adoption date—equivalent to 6.60 million shares. • The mandate may be refreshed with future shareholder approval, while any lapsed awards will not count toward the limit. • Grants to a single participant exceeding 1% of issued shares in any 12-month period require separate shareholder approval.
2. Eligible participants • Employee Participants: full- and part-time employees, directors or officers of the group (including new hires receiving “make-whole” awards). • Related Entity Participants: employees, directors or officers of holding companies, fellow subsidiaries or associates, when deemed beneficial to GOGOX’s long-term growth.
3. Award structure and settlement • Awards take the form of RSUs, settled in newly issued shares, cash of equivalent value, or a combination thereof, subject to agreement between the grantee and the scheme administrator. • The board administers the plan and may delegate day-to-day operations, although only the board can approve grants and set terms.
4. Vesting mechanics • Standard vesting occurs no earlier than three years post-grant. • The board may approve shorter vesting down to a minimum of 12 months in defined situations, including make-whole grants, disability, death, or corporate control events. • Performance targets, if imposed, can be financial, operational or milestone-based at the board’s discretion.
5. Governance safeguards • Grants to directors, senior management or substantial shareholders require independent non-executive director approval, with enhanced disclosure and, in some cases, separate shareholder voting if awards exceed 0.1% of issued shares in any 12-month period. • A claw-back mechanism enables the company to cancel unvested RSUs or reclaim vested shares/cash in cases of misconduct, breach of scheme rules or termination for cause.
Next steps and regulatory pathway
The proposal will be tabled at an extraordinary general meeting, where shareholders will vote on its adoption. Concurrently, GOGOX must secure approval from the Hong Kong Stock Exchange’s Listing Committee to list and deal in any new shares issued under the scheme. Investors are advised to monitor subsequent disclosures, including the forthcoming circular detailing the full scheme rules and EGM arrangements.
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