SMART GLOBE Holdings Limited (stock code 01481) has formally adopted its 2026 Share Award Scheme, effective 29 May 2026, to broaden long-term equity incentives for key talent and business partners while tightening governance standards. Key parameters are as follows:
Key Features • Duration: The scheme runs for 10 years from the adoption date, with all grants to be made within this period. • Purpose: Designed to retain and motivate employees, directors, related-entity staff and long-term service providers, and to align their interests with shareholders. • Administration: A three-member Share Scheme Committee—comprising executive directors—oversees all grants, subject to Remuneration Committee review. A trust structure (Smart Globe Share Award Trust) will hold and transfer shares.
Issuance Limits • Scheme Mandate Limit: Aggregate new shares issuable under this and any other share schemes is capped at 10% of issued share capital as at 29 May 2026—102.00 million shares. • Service Provider Sublimit: Within the overall cap, grants to service providers are restricted to 0.5% of issued shares, or 5.10 million shares. • Individual Cap: No single participant may receive awards exceeding 1% of issued shares in any 12-month period without separate shareholder approval. • Grants to directors, chief executive, substantial shareholders or their associates require prior independent non-executive director approval and, above 0.1% of issued shares in 12 months, must be cleared by shareholders.
Vesting & Performance Conditions • Standard minimum vesting period: 12 months. • Shorter vesting is permissible for make-whole offers to new hires, death/disability, out-of-control events, administrative batching, mixed vesting schedules, or performance-based awards. • Vesting may accelerate upon change-of-control events such as a general offer, scheme of arrangement, major asset disposal or voluntary winding-up. • Awards are non-transferable prior to vesting.
Clawback & Lapse Triggers • The committee can claw back or cancel vested or unvested awards in cases of serious misconduct, material financial misstatement or other specified events. • Unvested awards lapse automatically upon dismissal for cause, resignation, redundancy, retirement, breach of transfer restriction, or failure to meet performance conditions.
Share Source & Dilution Management • Awards may be settled via new share issuance, on-market purchases, treasury shares or lapsed award reallocations. • Any capital reorganisation (e.g., share consolidation, subdivision, rights issue) will prompt expert-certified adjustments to outstanding awards.
Termination • The Board may terminate the scheme before its 10-year expiry; outstanding unvested awards will continue to operate under existing terms.
Governance & Compliance • All amendments of a material nature or advantageous to participants require shareholder approval. • The scheme includes explicit provisions for withholding taxes and aligns fully with Hong Kong Listing Rule Chapter 17.
With this scheme, SMART GLOBE aims to reinforce talent retention, incentivise long-term performance, and tightly control dilution while enhancing corporate governance through robust approval, vesting, and clawback mechanisms.