Luxxu Group Limited announced a proposed 2026 Share Option Scheme designed to deepen talent retention and align long-term interests of employees, directors and related-entity staff with shareholders. The plan will be tabled for shareholder approval at the upcoming AGM in June 2026 and, if approved, will remain effective for 10 years.
The scheme caps new option grants at 10% of Luxxu’s issued share capital on the adoption date, representing 21.57 million shares (HK$0.01 par value each). Lapsed options will not count toward the utilisation limit, and the Board can seek a 10% “refresh” of the limit after three years, subject to shareholder approval.
Eligibility extends beyond full-time employees to include part-time staff, executive and non-executive directors, independent non-executive directors and employees of specified related entities. The Board will consider factors such as experience, tenure, role and quantified or potential business contributions when determining individual participation.
Key commercial terms include: • Option duration: Up to 10 years from grant. • Acceptance window: 30 days from offer, with HK$1.00 consideration. • Subscription price: Not less than the higher of (i) the closing price on the offer date, (ii) the five-day average closing price preceding the offer date, and (iii) par value. • Vesting: Minimum 12-month holding period, with limited exceptions (e.g., “make-whole” grants for new hires or accelerated grants linked to performance metrics). • Performance targets: Set at the Board’s discretion; may reference revenue, profit, cash flow, market capitalisation or qualitative ESG indicators. • Clawback and lapse triggers: Immediate lapse for misconduct, integrity-related criminal convictions, bankruptcy, gross misconduct or actions causing material misstatement of financial statements.
Governance safeguards align with Hong Kong Listing Rules. Grants exceeding 1% of issued shares to any individual within a 12-month window, or any grant to connected persons above de-minimis thresholds (0.1% of issued shares), require separate shareholder approval. Independent non-executive directors will vote on connected-person grants, and dealing restrictions mirror Model Code blackout periods and inside-information constraints.
The scheme also includes standard protective adjustments for share consolidations, subdivisions or rights issues and may be terminated by ordinary resolution of shareholders; existing options would then continue under prevailing terms.
Management highlighted the scheme’s broader inclusion of part-time staff and related-entity personnel as a means to foster a “shared-success culture,” strengthen workforce stability and support Luxxu’s long-term growth trajectory.