Prosperity Group International Limited (the “Company”) disclosed that an ordinary resolution was passed on [21 November] 2025 to approve its “2025 Share Incentive Scheme.” According to the announcement, the scheme will operate for a period of 10 years from the adoption date, subject to relevant conditions and the Listing Rules.

The scheme allows the Company to grant share awards or share options (“Awards”) to eligible directors and employees. It caps the total number of shares that may be issued pursuant to the Awards at 10% of the Company’s total shares in issue (excluding treasury shares) as at the adoption date (the “Scheme Mandate Limit”). Within a 12-month period, if an individual’s Awards exceed 1% of the total shares in issue, shareholder approval will be required. The scheme also stipulates vesting provisions, performance targets, and additional clauses relating to retirement, permanent incapacity, and the passing of a participant.

Under the 2025 Share Incentive Scheme, the Board retains the authority to specify the vesting criteria, exercise periods, and any clawback mechanism that might apply in cases such as material misstatement of the Company’s financial statements or serious misconduct by the participant. The scheme can be terminated by shareholder resolution or at the Board’s discretion, while valid Awards granted prior to termination may continue to vest in accordance with their terms.

Capital Asia Investment Limited is designated as the trustee. Any shares acquired or issued under the scheme will be held in trust before vesting to ensure compliance with the scheme’s requirements. The announcement highlights that no Awards are granted during black-out periods prescribed by the Listing Rules or if the Company is in possession of unpublished inside information.