JST Group Corporation Limited has circulated a shareholder circular dated 27 August 2026 outlining plans to introduce a new Share Award Scheme and to seek approval at an Extraordinary General Meeting (EGM) scheduled for 16 September 2026 in Shanghai.
Key features of the proposed scheme:
• Purpose and duration – Designed to recognise and retain talent and attract new personnel, the scheme will run for ten years from the adoption date, subject to earlier termination by the board.
• Eligible participants – Directors (executive, non-executive and independent), full-time and part-time employees, and new hires offered awards as part of employment packages. – Independent non-executive directors are included, though the company confirms no current plan to grant them awards; any grants would be capped at 0.10 % of issued shares within any 12-month period.
• Award structure – Awards may be settled in newly issued shares, transferred treasury shares or cash (based on market value at vesting). – Standard vesting period set at a minimum of 12 months for awards funded by new or treasury shares, with limited exceptions such as make-whole grants for new hires, death or disability, or performance-based conditions. – A claw-back mechanism allows the board to recoup gains in cases of fraud, misconduct or actions detrimental to the group.
• Scheme Mandate Limit – Aggregate new or treasury shares that can be issued or transferred under the scheme, together with any other equity incentive plans governed by HKEX Listing Rule Chapter 17, is capped at 10 % of issued share capital on the adoption date. – Based on 422.80 million shares in issue as of 20 August 2026, the initial limit equates to approximately 42.28 million shares. – The trustee may not hold more than 2 % of issued shares at any time.
• Governance and approvals – Grants to connected persons funded by existing shares will constitute connected transactions; any issuance or transfer of new or treasury shares to directors, chief executive or substantial shareholders above 0.10 % of issued shares in any 12-month period requires independent shareholder approval. – Any individual (other than connected persons) receiving awards over 1 % of issued shares in a 12-month period will also need separate shareholder approval. – Material amendments to the scheme will require shareholder approval, and the board retains discretion to set or waive vesting conditions.
• EGM details – Venue: 6/F, Building T4, Hongqiaohui, Lane 990, Shenchang Road, Minhang District, Shanghai. – Date & Time: 16 September 2026, 10:00 a.m. – Shareholders must lodge share transfers by 4:30 p.m. on 10 September 2026; the register closes from 11 to 16 September 2026 (both days inclusive).
If the resolutions are approved, JST Group will proceed with implementing the Share Award Scheme, including appointing an independent trustee and, where necessary, seeking HKEX approval for the listing of any new shares issued under the mandate.