China Investment and Finance Launches 10-Year Share Option Scheme Ahead of 2026 AGM

Bulletin Express
09/03

China Investment and Finance Group Limited has released the full framework for a new share option scheme that is scheduled for shareholder approval at the 28 September 2026 annual general meeting.

Key Parameters • Scheme duration: 10 years, commencing on the planned adoption date of 28 September 2026 and expiring the business day before the 10th anniversary. • Eligible participants: all directors and employees of the group, including new hires granted “make-whole” awards. • Mandate limit: 41.26 million shares, equal to 10% of issued share capital (excluding treasury shares) on the adoption date. Lapsed options do not count toward the mandate. • Individual limit: any single participant may not receive options representing more than 1% of issued shares within any 12-month period without separate shareholder approval. • Vesting rules: a minimum vesting period of 12 months applies, with limited exceptions such as make-whole grants or employment termination due to death or disability. • Exercise price: the higher of (i) the closing price on the offer date, (ii) the five-day average closing price prior to the offer date, and (iii) the share’s nominal value. • Option period: up to 10 years from the offer date. • Performance and claw-back: the board may impose quantitative or qualitative targets and claw-back provisions; if no targets are set, the remuneration committee’s rationale must be disclosed in accordance with Listing Rule 17.06B(8). • Connected-party oversight: grants to directors or chief executives require approval by independent non-executive directors; grants to independent non-executive directors or substantial shareholders exceeding 0.1% of issued shares in any 12-month period require shareholder approval. • Capital adjustments: option terms may be adjusted for corporate actions such as capitalisation issues, rights issues, consolidations, subdivisions or capital reductions, subject to auditor or independent financial-adviser confirmation. • Termination: the company may terminate the scheme via ordinary resolution; existing unexercised options remain valid until expiry.

The proposed scheme is designed to align employee and management interests with long-term shareholder value creation by providing equity-based incentives within a transparent, Listing Rules-compliant framework. Shareholder approval and Hong Kong Stock Exchange listing of the option shares are prerequisites for the scheme’s implementation.

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