OmniVision Integrated Circuits Group, Inc. (OmniVision) has adopted a 10-year H-share incentive scheme designed to strengthen employee alignment and long-term performance. The plan will be effective upon shareholder approval and the Hong Kong Stock Exchange’s listing consent for the underlying shares.

The scheme permits the issuance of up to 38.00 million new H shares, equal to about 3.03 % of OmniVision’s outstanding shares on the adoption date. Including other equity plans, total share-based issuances are capped at 10 % of the company’s issued share capital.

Awards may be granted in the form of restricted share units (RSUs), share options, or a mix of both. Eligible participants are employees and executive directors of the group; independent non-executive directors are excluded. The board will determine individual grants based on factors such as role, contribution and performance.

Key parameters include: • Minimum vesting period of 12 months from grant, with limited exceptions (e.g., make-whole awards for new hires or accelerated vesting on death or disability). • Share-option exercise price set at the highest of (i) par value, (ii) market closing price on grant date or (iii) five-day average closing price preceding the grant. • Individual grants exceeding 1 % of issued shares within 12 months require separate shareholder approval; grants to connected persons above 0.1 % trigger additional shareholder scrutiny in line with Listing Rule requirements.

The plan will be administered by the board, which may delegate duties to authorised committees or trustees. Clawback provisions allow the company to cancel or reclaim awards in cases of fraud, misconduct, or regulatory demands. The scheme will terminate on the tenth anniversary of its adoption or an earlier date set by the board, but outstanding awards will continue to vest or be exercisable according to their terms.