China Wood International Rolls Out 10-Year Share Option Scheme; Total Issuance Capped at 10% of Share Capital

Bulletin Express
04/29

China Wood International Holding Co., Limited has released the full terms of a new share option scheme designed to incentivise directors, employees, related entities and selected service providers.

Key Parameters • Adoption and Duration: The scheme will take effect on the “Adoption Date” in 2026 and remain valid for 10 years. No options can be granted after the 10-year term, although outstanding awards may continue to be exercised within their respective option periods.

• Scheme Limit: The aggregate number of shares that may be issued under all options and share awards is capped at 10% of the company’s issued share capital (excluding treasury shares) on the Adoption Date.

• Service Provider Sublimit: Grants to external service providers are further restricted to 2% of issued shares within the overall 10% cap.

• Vesting: Options generally carry a minimum vesting period of 12 months. Shorter vesting schedules are permitted only under specific circumstances, such as “make-whole” grants to new hires, disability, death or accelerated performance-based conditions.

• Option Period and Exercise Price: Each option may be exercised within a period of up to 10 years from the offer date. The exercise price must be the highest of (i) the closing price on the offer date, (ii) the average closing price over the five preceding business days, and (iii) the nominal value of the share, rounded up to the nearest cent.

• Eligibility: – Employee Participants: Directors and employees of the company and its subsidiaries. – Related Entity Participants: Directors and employees of the company’s holding companies, fellow subsidiaries or associates. – Service Providers: Independent consultants engaged on a continuing and recurring basis for marketing or R&D services, excluding fundraising advisers, auditors and valuers.

• Individual Limits: No participant may receive options exceeding 1% of issued shares in any 12-month period unless separate shareholder approval is obtained. Grants to directors, chief executive officers, substantial shareholders or their associates require approval from independent non-executive directors, and in certain cases a separate shareholder vote.

• Refresh Mechanism: The 10% scheme limit and 2% service provider sublimit may be refreshed by shareholders’ approval after three years, subject to the same percentage caps based on the then-issued share capital.

• Lapse Conditions: Options lapse upon expiry of the option period, termination for misconduct, bankruptcy, or if the grantee ceases to qualify as an eligible participant, among other specified events.

Implementation of the scheme remains conditional on shareholder approval and the Stock Exchange of Hong Kong granting listing approval for any shares to be issued upon exercise of the options.

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