JNBY Design Limited (stock code: 03306) has released the full rules for its proposed 2026 Share Award Scheme, pending shareholder approval at a general meeting in 2026 (“Adoption Date”). The initiative is designed to recognise, reward and retain key employees while aligning their interests with the company’s long-term growth.
Key Parameters • Scheme Size: Aggregate new shares issuable under the scheme and all other share-based plans are capped at 5% of JNBY’s issued share capital (excluding treasury shares) as of the Adoption Date, with any refresh subject to shareholder approval. • Individual Limit: No single participant may receive awards exceeding 1% of issued shares in any 12-month period unless separately approved by shareholders. • Eligibility: Open exclusively to Employee Participants (directors—excluding INEDs—and employees of JNBY or its subsidiaries). Residents in jurisdictions where grants are prohibited are excluded. • Administration: The Board will oversee the scheme, with day-to-day authority delegated to the Remuneration Committee. A third-party trustee may be appointed to acquire or hold shares on behalf of grantees. • Term: Valid for 10 years from the Adoption Date; no awards can be granted beyond the tenth anniversary. • Vesting Framework: Standard vesting period is at least 12 months for new-issue shares, with limited exceptions (e.g., replacement awards for new hires, accelerated vesting on retirement, disability, or death). • Performance & Clawback: Vesting is conditional on performance and other criteria set in individual grant notices. Unvested awards lapse automatically upon misconduct, employment termination, competition with the Group, or material financial misstatement, providing a clawback mechanism. • Transfer Restrictions: Awards are personal and non-transferable; unvested shares carry no voting or dividend rights. • Cancellation: Unvested awards may be cancelled, but any re-grant must fall within the refreshed mandate limit. • Compliance: The scheme aligns with Hong Kong Listing Rules Chapter 17, including blackout periods, connected-person approvals, and disclosure requirements.
Next Steps The 2026 Share Award Scheme will become effective only after shareholder approval. Upon adoption, JNBY must ensure that any new shares allotted for awards receive Stock Exchange listing approval and that public float requirements remain satisfied.