Distinct Healthcare Holdings Limited (DISTINCT HEALTH) has adopted a 2026 Share Award Scheme effective 13 May 2026. The plan, which will run for 10 years, is fully funded by purchasing existing shares on the open market and involves no new share issuance.
Key parameters • Scheme size: The aggregate cap is 1.50 million shares. Lapsed or cancelled awards can be re-granted without counting toward the cap. • Funding method: A trustee, acting on Board instructions, will acquire shares in the secondary market using contributed cash from the company or its subsidiaries. • Eligible participants: Directors and employees (full-time or part-time) of DISTINCT HEALTH and its subsidiaries, except where prohibited by local regulations. • Award terms: Vesting schedules, exercise prices (which may be nil or nominal), and performance targets are set case-by-case in individual grant instruments. Vested awards can be exercised within three years of vesting unless otherwise specified. Unexercised awards lapse at period-end. • Governance: The Board retains full authority to interpret scheme rules, select participants, and set conditions. It may delegate powers to Board committees or senior officers. • Trading restrictions: No grants or trustee share purchases are permitted during blackout windows—60 days before annual results and 30 days before interim or quarterly results—or when directors possess unpublished inside information. • Voting: Shares held in the trust carry no voting rights until transferred to participants upon exercise. • Termination: The scheme automatically ends on the tenth anniversary of adoption or an earlier Board resolution; existing vested rights remain protected.
Listing Rules compliance Because the scheme is funded entirely by existing shares, it falls under Rule 17.01(1)(b) of the Hong Kong Listing Rules and does not require shareholder approval.
Purpose The company targets two objectives: 1) recognise and reward individual contributions to organisational performance; and 2) attract and retain talent critical to GROUP expansion.
The Board states that all actions under the scheme will adhere to the Model Code for Securities Transactions by Directors of Listed Issuers and all other applicable laws.