On the evening of January 8, Smoore International (06969.HK) released on its official website the "Revised First Public Offering Purchase Rights Plan" and the "Revised Stock Incentive Plan". The announcement stated that the plan aims to motivate and reward qualified individuals who have made contributions to the company, aligning their interests with that of the company to encourage them to enhance the company's value.
Summary of the Revised Initial Public Offering to Purchase Equity Plan: Following the revision, the plan for purchasing equity after the initial public offering is being disclosed for the first time.
Explanation: The plan defines terms such as "revision date," "board of directors," and "eligible persons." Adoption and term: The plan is effective from the date of listing until the 10th anniversary of the revision date, after which no more stock options will be granted. Invitation and acceptance of stock options: The board of directors may, at their discretion, grant stock options to eligible individuals, and stock option invitations may be accepted within a timeframe determined by the board of directors. Ownership and exercise of stock options: Stock options shall vest based on a schedule and/or conditions, and vested and eligible stock options may be exercised at any time. Expiration and cancellation of stock options: Stock options will expire in various circumstances, such as upon expiry of the option period, termination of employment, or ceasing to be a director. Shares: Shares issued upon exercise of stock options shall be issued promptly and will have the same standing as already issued shares. Maximum number of shares available for subscription: The total number of shares that may be issued through stock options, including those under the plan and any other stock option and incentive plans, shall not exceed 10% of the issued shares based on the plan authorization limit. Grant restrictions: There are specific restrictions on granting stock options to key individuals, such as requiring approval from independent non-executive directors. Capital structure reorganization: If there are changes to the company's capital structure, adjustments may need to be made to the number of shares and/or exercise price related to the stock options. Revision: The board of directors may revise any terms of the plan at any time, but without adversely affecting the rights of stock option holders. Termination: The plan will automatically expire on the 10th anniversary of the revision date, and the board of directors may also terminate the plan at any time. General provisions: Including notices, availability of shares, administration, replacement of stock option certificates, withholding, general notices, tax, and costs regulations. Regulatory laws: The plan and all stock options and their interpretation are governed by the laws of the Hong Kong Special Administrative Region.
The revised stock incentive plan includes the following key points:
The explanation and definition of relevant terms such as "adoption date", "revision date", "reward", "reward notification", "reward shares", "board of directors", "business day", etc.
Purpose, management, and duration
Purpose: By rewarding shares, acknowledge and reward eligible participants for their contributions to the growth and development of the company, provide motivation to retain these individuals, and attract suitable personnel to further drive the company's growth.
Management: The plan is managed by the board of directors or committee, and all decisions made or interpretations or effects of the plan are final, decisive, and binding on all individuals who may be affected by it.
Deadline: The plan shall come into effect from the adoption date and shall expire on the tenth anniversary of the revision date. No additional rewards shall be provided after the expiration date, but the rules of the plan shall remain in full force and effect to the extent necessary to fulfill any rewards made before the expiration and to effectively hold the trust property under the trust deeds held by the trustees.
Stock incentives.
The board of directors or committee will have the authority (but not the obligation) to award shares to any eligible participants (excluding any excluded participants) at any time during the ongoing plan.
The bonus shares will be identical to all existing issued shares and will have equal rights to all other fully paid shares as of the date of ownership.
4. Reward stock pool.
The trustee will allocate shares from the stock pool to be awarded to selected participants mentioned in the award notification letter, pending the transfer and ownership of the reward shares under section 5 of the award notification letter.
The share pool consists of shares purchased by trustees using funds allocated from the company's resources by the board or committee in accordance with paragraph 4.2 at the Stock Exchange or over-the-counter market.
Reward shares for belonging.
The trustee shall transfer and vest the legal and beneficial ownership of the entitled reward shares to any selected participant as soon as practicable following the latest of the following events: the earliest vesting date specified in the reward notification relating to the reward; receipt by the trustee of the necessary information and documents as specified by the trustee; the conditions and/or performance targets (if any) specified in the reward notification that the selected participant must meet or pay have been met or paid, and the date on which the board of directors or committee notifies the trustee in writing.
6. Rewards invalidation, cancellation, and return of shares.
If any selected participant who is an employee is no longer employed due to the corporate restructuring of the group, any rewards received by that selected participant will immediately become invalid.
If the selected participant is found to be ineligible or unable to return the designated transfer documents for the reward shares within the specified deadline to the designated trustee, the relevant portion of the reward granted to the selected participant will immediately become void and the reward shares will not be transferred on the relevant vesting date, but will instead become returned shares of the program.
7. Limitation quota plan
The trustee (whether directly or indirectly through a controlled corporation) shall not hold shares in an amount exceeding 2% of the total issued shares of the company (excluding treasury shares) at any time during the term of the plan. The maximum number of shares that may be granted under the awards that may be granted prior to and on or after the amendment date shall not exceed 5% of the total issued shares of the company (excluding treasury shares) (referred to as the "Maximum Share Limit").
Restrictions on award distribution.
Before the revision date, the maximum number of shares that can be granted to selected participants as rewards shall not exceed 1% of the shares issued at that time (excluding treasury shares).
On the date of revision or thereafter, the total number of shares granted as rewards to selected participants shall not exceed 1% of the total issued shares (excluding treasury shares) at that time.
The share pool's voting rights and selection of participants have no authority.
The trustee is not allowed to waive voting rights on any shares held in a trust established under the trust deed, including but not limited to shares in the pool, bonus shares, additional shares, returned shares, any bonus shares, and dividend-paying shares.
The selected participants will not have the right to receive any reward shares reserved for them in paragraph 4 unless and until the trustee has transferred and assigned the legal and beneficial ownership of such reward shares to the selected participants in accordance with the terms of this document.
Revision of stock capital.
If there are any changes in the company's capital structure due to capitalization issuance, rights issue, stock split, merger, or reduction of company's capital (excluding changes in the capital structure caused by the issuance of shares as part of the cost of transactions in which the company participates), the board of directors or committee shall make such adjustments as they deem appropriate to reflect the changes in the following: the number of shares constituting the maximum share limit and the authorized limit for plans.
Change in ownership stake
If there is a change in the company's controlling interest due to a merger, arrangement, or tender offer, the board of directors or committee must have full authority to decide whether to accelerate the vesting date of any rewards and/or amend or waive any conditions or criteria for the vesting of awards, and inform selected participants accordingly.
Controversy
Any disputes arising from the plan must be resolved in accordance with the decision of the board of directors or committee acting in an expert capacity (rather than as arbitrators). The decisions made by the board of directors or committee will be final, conclusive, and binding on all parties affected by them.
Revisions to the plan rules
According to the provisions of paragraph 13, the board of directors or committee may revise the plan at any time and in any respect, or grant any terms under the plan, but any modified plan or award terms must comply with the relevant provisions of Chapter 17 of the listing rules.
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