Smart-Core Holdings Limited announced the implementation of a new 2026 Share Award Scheme effective 16 April 2026, simultaneously terminating its 2016 incentive plan.
Key features of the 2026 Scheme • Share pool: Up to 10% of the company’s issued share capital as at 16 April 2026, equivalent to 48.87 million existing shares. • Funding mechanism: Awards will be satisfied solely with shares already in issue—either purchased on-market by independent trustee Futu Trustee Limited or transferred from the residual balance of the 2016 Scheme. • Duration: 10 years unless ended earlier by the board. • Governance: The board retains absolute discretion over participant selection, award size, vesting conditions and any performance targets. Awards to connected persons require prior approval by independent non-executive directors and must comply with Hong Kong Listing Rules. • Restrictions: No grants or vesting are permitted when directors possess unpublished inside information, during blackout periods around financial results, or in any other circumstances prohibited under the Listing Rules. • Clawback and lapse: Unvested awards lapse if a participant leaves the group under specified circumstances. In a change-of-control event, awards due to vest within 12 months will accelerate; all others will lapse unless the board decides otherwise.
Transition from the 2016 Scheme • Residual shares: 31.42 million ungranted shares from the 2016 Scheme will be transferred into the 2026 trust pool. • Outstanding awards: 4.00 million shares awarded under the 2016 Scheme remain unvested; these will vest upon meeting their original performance conditions. • Termination: No further awards will be made under the 2016 Scheme, which formally ceases on 16 April 2026—five months ahead of its original September 2026 expiry.
Regulatory position Because the new scheme is funded exclusively with existing shares, it falls under Chapter 17 of the Hong Kong Listing Rules but does not require shareholder approval. Annual disclosures will be made in accordance with the Listing Rules.
Board composition As at the announcement date, the board comprises four executive directors—including Chairman Tian Weidong—one non-executive director and three independent non-executive directors.