Montage Technology Co., Ltd. has released detailed rules for its 2026 H Share Incentive Scheme, designed to strengthen long-term incentives and align employee, service-provider and shareholder interests.

Key Features

1. Scheme Duration • Effective for 10 years from the shareholder adoption date; early termination possible by Board resolution.

2. Participant Scope • Employee Participants: all executive directors and other employees within the Group (full- or part-time). • Related Entity Participants: directors or employees of associated companies in which Montage holds at least 20% interest. • Service Provider Participants: market expansion partners, chip R&D and manufacturing suppliers, and specified consulting providers whose services are recurring and integral to growth.

3. Award Types • Share Awards – free or purchase-price shares that vest on set dates. • Share Options – rights to subscribe for H shares; exercise price must not fall below (i) RMB1.00 par value, (ii) closing price on grant date, or (iii) 5-day average closing price preceding the grant.

4. Share Limits • Scheme Mandate Limit: up to 60.48 million new H shares, equal to 5.00% of total issued shares (excluding any treasury shares) on the adoption date. • Aggregate Cap: total issuances under all share schemes capped at 10% of shares in issue on adoption date. • Service Provider Sublimit: 12.10 million H shares (1.00% of issued shares) within the overall mandate. • Cancelled awards count against the limits; lapsed awards do not. The limits may be refreshed with shareholder approval subject to Listing Rules.

5. Vesting & Exercise • Standard minimum vesting for new shares: 12 months from grant, except in defined cases such as make-whole awards, death, disability or administrative batch grants. • Share Options carry an exercise window of up to 10 years from grant. • Performance targets, clawback provisions, holding periods and other conditions are set case-by-case in award letters.

6. Governance & Administration • The Board oversees the scheme and may delegate powers to the Remuneration and Appraisal Committee or other designated administrators. • Awards are personal and non-transferable; breach leads to immediate lapse. • Malus and clawback can be invoked for misconduct, regulatory breaches, reputational damage or required regulatory action.

7. Settlement Mechanisms • Vested awards may be settled by issuing new shares, transferring existing shares (including treasury shares), or making cash payments based on market value, at the Scheme Administrator’s discretion.

8. Adjustment Provisions • Standard adjustments apply for capitalisation issues, rights issues, share splits, consolidations or capital reductions, ensuring no issue price falls below par. • In events such as mergers, privatisations or liquidations, the Scheme Administrator may accelerate vesting or amend terms, subject to regulatory compliance.

9. Taxation • Participants bear all taxes and social contributions arising from grants, vesting or exercise. Montage may withhold shares or cash to settle liabilities.

The scheme awaits shareholder approval and Hong Kong Stock Exchange listing clearance for any new-share issuances before becoming effective.