Phancy Group Co., Ltd. has called an Extraordinary General Meeting (EGM) for 10 September 2026 in Shenzhen to approve a major overhaul of its employee incentive arrangements and increase the headroom for future awards.

The Board proposes to transform the existing Share Option Scheme, adopted on 19 September 2024, into a “Share Option and RSU Scheme”. Key changes include: 1) permitting grants of restricted share units (RSUs) alongside options; 2) expanding eligible participants to cover directors and employees of associated companies; and 3) introducing updated vesting, claw-back and administrative provisions to align fully with Chapter 17 of Hong Kong’s Listing Rules.

Utilisation of the current 5 % scheme limit is almost exhausted. Since adoption, 23.25 million options have been granted—equivalent to 4.17 % of issued shares—leaving only 25,821 shares (0.11 % of the limit) available. The Board therefore seeks shareholder approval to refresh the cap to 5 % of the Company’s enlarged issued share capital, equal to a maximum 27.85 million H shares, to restore capacity for future grants.

If the refresh is approved, the Company will apply to the Stock Exchange for listing of the additional shares to be issued or transferred upon exercise or vesting of awards. The refreshed limit will remain in force for the scheme’s 10-year duration unless further adjusted under Listing Rule 17.03C.

Connected shareholders—Chairman Dr. Dai Wenyuan and three employee incentive vehicles (Phancy Investment, Phancy Yinyuan and Nanjing Phancy)—together holding 177.21 million shares (31.74 % of issued capital), must abstain from voting on the refresh resolution. The H-share RSU Scheme trustee (1.12 million shares) and the Company’s 1.26 million treasury shares will also abstain from voting. All other shareholders may vote in person or by proxy; the H-share register closes from 7–10 September 2026.

Subject to approval, the Board and/or a designated scheme administrator will receive broad authority to grant awards, set vesting and performance conditions, adjust terms upon corporate actions and administer any trust structure established for share settlement.