Concord New Energy Group Limited (Concord New Energy) has adopted a new share scheme, effective upon shareholder approval and the Stock Exchange’s listing permission. The programme sets out a 10-year term from the adoption date, with the Board retaining the right to terminate the scheme earlier by ordinary resolution.
Key parameters • Scheme mandate limit: the aggregate number of new shares that can be issued under all options and awards, together with any shares issuable under other share schemes, is capped at 10% of the company’s issued share capital (excluding treasury shares) on the adoption date. • Refresh mechanism: the 10% limit may be refreshed by shareholders once every three years and may also be exceeded for specifically identified participants subject to separate shareholder approval. • Individual limit: grants to any single participant within any 12-month period cannot exceed 1% of the company’s issued shares unless independent shareholder approval is obtained. • Senior insiders: additional approval thresholds apply—further awards that would push the 12-month aggregate above 0.1% of issued shares for directors, chief executives, independent non-executive directors or substantial shareholders (and their associates) require independent shareholder approval.
Option and award terms • Exercise/vesting period: options may run for up to 10 years; awards generally carry a minimum 12-month vesting period, with limited exceptions (e.g., make-whole grants for new hires, death, disability or performance-based vesting). • 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 nominal value of the shares. • Purchase price for awards: at the Board’s discretion, taking into account market practice and incentive effectiveness. • Settlement: awards may be satisfied through newly issued shares, on-market share purchases or returned (forfeited) shares held in trust.
Governance and administration • The Board administers the scheme and may delegate powers to a committee; any material amendments or advantages to participants require shareholder approval. • A trust structure will hold shares pending vesting; the trustee must abstain from voting on matters requiring shareholder approval. • Claw-back: within one year of exercise or vesting, the Board may recover shares or proceeds if grants were based on material misstatements, unmet conditions or conduct damaging to the group’s reputation. • Transfer restrictions: options and awards are personal and non-transferable unless the Stock Exchange grants a waiver.
Cessation events • Resignation or dismissal on specified misconduct grounds causes immediate lapse of unvested awards; vested but unexercised options lapse one month after cessation. • In cases of death, disability or an “out-of-control” event, the Board may allow immediate vesting of unvested portions, with exercise or transfer windows of up to 12 months. • Provisions address corporate actions such as takeovers, schemes of arrangement and winding-up, allowing accelerated vesting or exercise within defined periods.
The company will bear the costs of establishing and operating the scheme, including stamp duty on share transfers, while participants are responsible for personal taxes and related expenses. The scheme is governed by Hong Kong law and complies with Chapter 17 of the Hong Kong Listing Rules.