YesAsia Holdings Limited has announced a comprehensive amendment to its Post-IPO Share Option Scheme, originally adopted on 13 March 2021 and effective since 9 July 2021. The revisions, approved on 18 June 2026, apply to all new options granted on or after the amendment date and introduce key structural and compliance enhancements.
Key amendments and parameters: • Option entitlement – Each new option now confers the right to subscribe for one ordinary share. Pre-amendment options (still outstanding) retain their original ratio of one option for 10 shares. • Scheme duration – The plan remains effective for 10 years from the 9 July 2021 listing date, with no new options to be granted after 8 July 2031 unless the scheme is refreshed or replaced. • Issuance ceilings – A Scheme Mandate Limit of 5% of issued shares (excluding treasury shares) as at 18 June 2026 is set for all share-based awards across the company’s schemes. Within this, a new Service Provider Sublimit of 1% targets advisers, consultants, distributors, contractors, suppliers, agents and other recurring service partners. Both limits may be refreshed by shareholder approval no earlier than every three years. • Individual cap – No single participant may receive options and other equity awards exceeding 1% of issued shares in any rolling 12-month period without separate shareholder approval. • Pricing – The exercise price must be at least the higher of: (i) the share’s closing price on the grant date; (ii) the average closing price over the five preceding business days; or (iii) the share’s nominal value. • Vesting & term – Default vesting allows 25% of an option to vest after one year and 6.25% at the end of each subsequent quarter, completing in four years. The option term cannot exceed 10 years. A minimum 12-month vesting period applies, save for specified exemptions (e.g., “make-whole” grants, death or disability). • Eligibility – Awards may be made to three categories: (1) employees and directors of the group, (2) directors and employees of related entities, and (3) service providers delivering recurring, business-critical services. • Governance & compliance – Grants to directors, chief executives or substantial shareholders require independent non-executive director approval, with additional shareholder approval thresholds for grants surpassing 0.1% of issued shares. Clawback mechanisms and performance conditions can be imposed at the board’s discretion. • Adjustment & termination – Provisions allow pro-rata adjustments to exercise price and option quantity upon share consolidations, subdivisions or capital changes. The scheme may be terminated by shareholder resolution or at the board’s discretion; existing options remain valid until expiry.
The updated framework aims to align long-term incentives with shareholder interests, strengthen retention, and ensure full compliance with Hong Kong Listing Rules and the latest “Supplementary Guidance” on share-based incentives.