DU DU HLDGS Rolls Out 10-Year Share Option Scheme; Aggregate Grant Capped at 10% of Issued Shares

Bulletin Express
06/22

Du Du Holdings Limited has conditionally adopted a new share option scheme aimed at recognising past contributions, incentivising future performance and retaining key talent across the Group.

Key Adoption Details • Board approval date: 30 January 2026 • Shareholders’ approval (Adoption Date): 24 July 2026 • Scheme life: 10 years from the Adoption Date, terminating automatically on the day falling 10 years after adoption unless ended earlier by shareholders or the Board.

Eligibility and Purpose • Eligible Participants: All directors (executive, non-executive and independent), employees of the Company and its subsidiaries. • Objectives: reward contributions, motivate ongoing efforts and attract/retain talent to support sustainable growth.

Mandate Limits • Scheme Mandate Limit: Shares issued upon exercise of all options under this and any existing schemes may not exceed 10% of the Company’s issued share capital (including treasury shares) as at the Adoption Date. • Individual 12-Month Limit: No participant may receive option grants representing more than 1% of issued shares within any 12-month period without separate shareholder approval. • Additional approvals are required for grants to substantial shareholders, independent non-executive directors and other connected persons if thresholds set by the GEM Listing Rules are exceeded.

Option Pricing and Exercise • Subscription Price: Not lower than the higher of (i) the closing price on the grant date; or (ii) the five-day average closing price preceding the grant date, rounded up to the nearest cent. • Option Period: Begins on the offer date and cannot exceed 10 years. • Vesting: Minimum holding period of 12 months before first exercise; shorter periods allowed only under specified circumstances (e.g., make-whole grants, performance-based vesting). • Performance Conditions: The Board may impose financial or non-financial targets; attainment is required before exercise. • Payment Flexibility: Subscription may be settled in cash, qualifying share-swap, mixed consideration or broker-assisted cashless exercise.

Clawback & Lapse Provisions • Automatic lapse on expiry, performance failure, breach of transfer restrictions, termination for misconduct, material misstatement, insolvency, securities-law breaches or other serious offences. • Additional clawback authority empowers the Board to cancel unexercised options under the above events.

Capital Adjustments • Option price and quantity will be adjusted for corporate actions such as capitalisation issues, rights issues, consolidations, sub-divisions or capital reductions, in accordance with GEM Listing Rules and auditor or independent financial adviser certification.

Governance • Grants to connected persons require prior approval by independent non-executive directors; certain large grants also need disinterested shareholder approval with abstentions from relevant parties. • Any material change to the scheme must be approved by shareholders, and all amendments must comply with GEM Listing Rules.

Termination • The Board or shareholders may terminate the scheme at any time; outstanding options remain valid under their original terms.

Reporting • The Company will disclose option activity in its annual and interim reports as mandated by the GEM Listing Rules.

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