Sun Hing Vision Group Holdings Limited has conditionally adopted a new share option scheme aimed at rewarding and retaining talent while aligning participant interests with long-term shareholder value. The scheme will become unconditional in 2026 following shareholder approval and the grant of listing approval by the Hong Kong Stock Exchange.
Key Features
1. Scheme Size and Tenure • Shares issuable (or treasury shares transferable) under the scheme, together with any other employee share plans, are capped at 10% of Sun Hing Vision’s issued share capital (excluding treasury shares) as at the adoption date, equivalent to 26.28 million shares. • The plan remains in force for 10 years from the adoption date; no options can be granted after that period, although outstanding awards may still be exercised.
2. Eligible Participants • Directors, employees (full-time or part-time) of the company and its subsidiaries (“Employee Participants”). • Directors and employees of the company’s holding companies, fellow subsidiaries or associated companies (“Related Entity Participants”). • Residents in jurisdictions where option grants or exercise would breach local regulations are excluded.
3. Option Terms • Option period: up to 10 years from grant. • Minimum vesting requirement: 12 months unless specific exemptions apply (e.g., make-whole grants for new hires, death, retirement, accelerated performance-based vesting). • Subscription price: not lower than the highest of (i) the closing price on the offer date, (ii) the average closing price of the five preceding business days, and (iii) the nominal value of the share.
4. Individual & Connected Person Limits • Options granted to any single participant in any 12-month period must not exceed 1% of issued shares without separate shareholder approval. • Grants to independent non-executive directors or substantial shareholders (or their associates) exceeding 0.1% of issued shares within 12 months require independent shareholder approval. • All grants to directors, the chief executive, or substantial shareholders must be approved by the independent non-executive directors.
5. Early Exercise and Lapse Events Options may be exercised early or will lapse under conditions such as death, ill-health, resignation, misconduct, general offer becoming unconditional, voluntary winding-up, or reorganisation. A six-month exercise window generally applies in the event of death, ill-health or retirement.
6. Clawback and Forfeiture The board retains discretion to lapse or claw back unexercised options in cases of misconduct, breach of confidentiality, competition, or actions causing material misstatement of financial statements.
7. Adjustment Mechanism In the event of capitalisation issues, rights issues, open offers, sub-divisions or consolidations, the subscription price and/or number of shares underlying each option will be adjusted in accordance with the Listing Rules, subject to auditor or independent financial adviser certification.
8. Termination and Amendments • The scheme can be terminated by ordinary resolution of shareholders; no further options will be granted thereafter. • Material amendments that advantage participants or alter key terms require shareholder approval.
The documentation confirming the conditional adoption of the share option scheme was certified by a director of Sun Hing Vision, with final dates to be confirmed in 2026 upon satisfying the required conditions.