Edvance International Holdings Limited (Edvance Intl) has adopted a new Share Award Scheme, effective upon shareholder and Hong Kong Stock Exchange approval, to run for 10 years from the adoption date in 2026.
The scheme is designed to (1) recognise and retain contributing personnel and (2) attract talent to support the Group’s expansion from cybersecurity distribution into AI-driven cybersecurity solutions.
Key parameters
1. Scope and duration • Scheme period: 10 years from the adoption date. • Administration: The Board retains full authority, with power to delegate to a committee comprising remuneration-committee members and senior management.
2. Participation and eligibility • Eligible Participants span three groups: Employee Participants (directors and employees), Related-Entity Participants, and Service Providers who deliver recurring services aligned with the Group’s long-term growth. • Service Providers are subject to a specific 1% share sub-limit (see below).
3. Vesting and performance conditions • Minimum vesting period: 12 months, with limited exceptions such as “make-whole” grants to new hires or grants tied to performance milestones. • Awards may incorporate quantitative and qualitative performance targets; a claw-back mechanism enables the Board to cancel or recover vested or unvested shares in cases of misconduct, regulatory sanctions, material mis-statements, or other specified events.
4. Share issuance limits • Scheme Mandate Limit: Aggregate new shares issued (or treasury shares transferred) under all share schemes, including this scheme, cannot exceed 10% of the company’s issued share capital on the adoption date or the date of any mandate refresh. • Service Provider Sub-limit: Within the above 10% cap, grants to Service Providers are further limited to 1% of issued shares on the relevant date. • Refresh mechanism: Both limits may be refreshed after three years, subject to shareholder approval and Listing Rule requirements. • Individual limit: Awards to any single participant are capped at 1% of issued shares in any 12-month period unless separate shareholder approval is obtained.
5. Grant restrictions • No grants while the Company possesses inside information or during blackout periods defined by the Listing Rules. • Awards are non-transferable prior to vesting.
6. Rights and adjustments • Unvested awards carry no voting or dividend rights. Vested shares rank pari passu with existing shares. • On change-in-control events, all unvested awards vest immediately. • Standard adjustments apply for capitalisation issues, rights issues, share splits or consolidations, subject to auditor or independent adviser confirmation.
7. Termination • The Scheme may be terminated by shareholder resolution before its 10-year expiry; outstanding awards will continue to vest according to their terms.
The adoption of this scheme is contingent on shareholder approval and the Stock Exchange’s permission to list any new shares issued pursuant to the awards.