Shanghai-based Biren Tech has called an extraordinary general meeting (EGM) for 15 June 2026 to vote on the introduction of two new equity incentive arrangements—the H Share Option Scheme and the H Share Incentive Scheme—as well as related authorisations and potential amendments to its Articles of Association.
Key terms of the proposed schemes • Combined Scheme Limit: Options and awards over new H shares will be capped at 10% of the company’s issued share capital as at the EGM date, equating to approximately 243.89 million shares based on the current 2.44 billion shares outstanding. • Service Provider Sublimit: Grants to external service providers will be further restricted to 1% of issued shares, or about 24.39 million shares. • Source of Shares: Incentives may be satisfied by newly issued H shares, treasury shares (if any) or market purchases held in a trust. An application will be made to the Hong Kong Stock Exchange for listing of all shares issuable under the schemes.
H Share Option Scheme highlights • Eligible participants include directors, supervisors, full-time and part-time employees, related-entity staff and designated service providers. • Exercise price will be the highest of (i) the grant-date closing price, (ii) the five-day average closing price, or (iii) the share’s nominal value. • Options will vest over a minimum of 12 months (shorter only in strictly defined cases) and must be exercised within 10 years of grant. • Unvested or unexercised options lapse under events such as misconduct, failure to meet performance targets or termination of employment. A claw-back mechanism allows the board to cancel vested benefits in cases including fraud or material misstatement.
H Share Incentive Scheme highlights • Awards may vest as shares or cash equivalent, with the purchase price (which may be nominal) set by the board. • Vesting is subject to at least a 12-month period and performance or service criteria determined by the board; unfulfilled conditions lead to lapse of awards. • The same claw-back provisions and lapse events as in the option scheme apply.
Governance and implementation • No shareholder is required to abstain from voting; resolutions will be decided by poll. • The board is seeking broad authority to administer the schemes, grant options and awards, issue shares within the approved limits and make consequential amendments to the Articles of Association linked to any full circulation of unlisted shares into H shares. • Shareholders of H shares must be on the register by 9 June 2026; the register will be closed from 10 to 15 June for voting entitlement determination.
Background Biren Tech adopted a Pre-IPO Employee Incentive Plan in April 2024; no further grants will be made under that plan following the company’s listing on 2 January 2026. The new schemes aim to deepen alignment between employees, strategic partners and shareholders as the company pursues long-term growth.