FS.COM Limited has issued a circular convening an extraordinary general meeting (EGM) for 10:00 a.m. (Hong Kong time) on 16 September 2026. The meeting, to be held entirely online via the Vistra eVoting Portal, will seek shareholder approval for a new H-Share Award Scheme and to mandate the Board—or designated authorised persons—to administer it.
Key elements of the proposed H-Share Award Scheme:
• Size and term: The scheme’s mandate limit is set at a maximum 10% of FS.COM’s issued share capital (excluding treasury shares) as at the adoption date, with a life of ten years. • Eligible participants: Directors (excluding independent non-executive directors) and employees of FS.COM or its subsidiaries, as well as directors and employees of the Company’s holding companies, fellow subsidiaries or associated companies. • Vesting rules: Awards generally carry a minimum vesting period of 12 months from grant, with limited exceptions (e.g., make-whole awards, death or disability). A lock-up period may be imposed at the Board’s discretion. • Performance conditions: Vesting is subject to company-, departmental- or individual-level financial and non-financial targets set by the Administration Body on a case-by-case basis. • Share source: Awards may be satisfied with newly issued H shares, treasury shares or existing H shares purchased on- or off-market by an independent trustee. Any issuance or transfer counts toward the 10% limit and requires Stock Exchange approval. • Pricing: The Board may set a purchase price for award shares, which can be nil, determined with reference to market price and participant contribution. • Clawback provisions: Awards—vested or unvested—may lapse, and gains may be reclaimed if a participant breaches duties, competes with FS.COM, or commits misconduct. • Dividend policy: Participants become entitled to dividends only after vesting; pre-vesting dividends accrue to the trust for administrative costs.
Administrative mandate:
Shareholders will also vote on authorising the Board and/or designated authorised persons (currently the Chairman and the Company Secretary) to implement and amend the scheme, handle grants, purchase or issue shares, appoint professional parties, and make necessary regulatory filings.
EGM logistics:
• Date & time: 16 September 2026, 10:00 a.m. (online only). • Record date & book closure: Share transfer registration will be suspended from 11 to 16 September 2026; shareholders on record by 16 September 2026 may vote. • Proxy deadline: Completed proxy forms must reach Tricor Investor Services by 10:00 a.m. on 15 September 2026. • Voting: All resolutions will be decided by poll via the electronic platform; no shareholders are required to abstain from voting on the proposed resolutions.
The circular, including the full scheme rules and EGM notice, is available on the websites of the Hong Kong Stock Exchange and FS.COM.