New Share Scheme (Adopted 2024) The company adopted a new share scheme on June 17, 2024, replacing the 2016 option plan, to incentivize and retain key personnel, with no grants made in FY2024 - The Board adopted the New Share Scheme on June 17, 2024, replacing the Old Share Option Scheme adopted on March 9, 20164 - No share options or awards were granted under the New Share Scheme during the FY2024 period (from adoption date to June 30)5 Purpose and Eligibility - The scheme aims to provide selected participants with an opportunity to hold personal equity in the company, incentivizing performance improvement and attracting and retaining talent crucial for the Group's long-term growth6 - Eligible persons include directors (including executive, non-executive, and independent non-executive directors), senior officers, and employees of any member company within the Group7 Total Shares Issuable and Individual Limits Share Scheme Limits | Item | Details | | :--- | :--- | | Total Scheme Limit | 79,594,000 shares (10% of issued share capital) | | Individual Annual Limit | Not exceeding 1% of issued share capital in any 12-month period (unless approved by shareholders) | | Authorization for Specific Persons | Awards to directors, chief executives, substantial shareholders, or independent non-executive directors exceeding 0.1% of issued shares require prior shareholder approval | Key Terms New Share Scheme Key Terms | Term | Provision | | :--- | :--- | | Share Option Exercise Period | Not exceeding 10 years from the grant date | | Award Vesting Period | Not less than 12 months from the grant date (Board may shorten at its discretion) | | Acceptance Period | Within 28 days from the grant date (unless otherwise specified in the award letter) | | Share Option Exercise Price | Not less than the highest of the closing price on the grant date, the average closing price for the five preceding business days, and the nominal value of the shares | | Share Award Purchase Price | Determined by the Board, may be zero | Old Share Option Scheme (Adopted 2016) The 2016 Old Share Option Scheme saw no new grants or exercises in FY2024, with all 16.8 million previously granted options lapsing by year-end FY2024 Share Option Movements FY2024 Share Option Movement Details | Grantee Category | Outstanding as of July 1, 2023 | Lapsed in FY2024 | Outstanding as of June 30, 2024 | | :--- | :--- | :--- | :--- | | Directors | 15,800,000 | (15,800,000) | – | | Eligible Employees | 1,000,000 | (1,000,000) | – | | Total | 16,800,000 | (16,800,000) | – | - All share options granted on December 3, 2018, lapsed during FY2024, primarily due to the exercise period expiring on December 2, 202317 - Former Executive Director Mr. Gao Junxi's outstanding share options lapsed in accordance with the scheme due to his resignation on November 29, 202318 Key Terms Old Share Option Scheme Key Terms | Term | Provision | | :--- | :--- | | Exercise Period | Not later than 10 years from the grant date | | Vesting Period | No minimum vesting period clause | | Acceptance Payment | Grantees must pay HK$1 as acceptance consideration | Remuneration Committee Review The Remuneration Committee reviewed and approved the new share scheme, finding it compliant with GEM Listing Rules and beneficial for business development and talent incentives - During FY2024, the Board's Remuneration Committee reviewed and approved the adoption of the New Share Scheme22 - The Committee believes the New Scheme's key terms comply with Chapter 23 of the GEM Listing Rules, align with the Board's corporate policy, benefit the Group's business development, and provide flexible and proportionate remuneration for directors, senior management, and employees22
宏强控股(08262) - 2025 - 年度业绩