Shanghai FourSemi Semiconductor Co., Ltd. (FOURSEMI) has called a first extraordinary general meeting (EGM) for 10:00 a.m. on 3 November 2026 in Shanghai to secure shareholder approval for its proposed 2026 H-Share Incentive Scheme and related authorisations.
Key terms of the proposed plan:
• Size and dilution: The scheme mandate covers up to 11.20 million new H-shares—equating to 10.00% of FOURSEMI’s existing issued share capital of 112.00 million shares (excluding treasury shares). A separate 1.12 million-share sub-limit (1% of issued capital) is reserved for “Service Providers.”
• Eligible participants: Three groups—Employee Participants (directors, senior management and staff), Related Entity Participants (directors or employees of holding, fellow subsidiary or associated companies) and external Service Providers supplying strategic, advisory or operational services. Specific contribution-based criteria will guide selection.
• Administration and funding: A Board-appointed Trustee will acquire shares on- or off-market or receive newly issued shares. Awards may be funded by company resources, trust income and/or participant contributions. The Board (or its authorised committee) will control grants, vesting, adjustments and any cancellation.
• Grant mechanics: Awards may be issued at nil, par, market or discounted price at the Board’s discretion. Grants to individual participants exceeding 1% of issued shares in any 12-month period, or to directors/substantial shareholders and their associates above 0.1% of issued shares, will require separate shareholder approval.
• Vesting conditions: Standard vesting period is at least 12 months, with exceptions for “buy-out” grants, accelerated schedules linked to performance, cessation due to death/disability, or corporate events. Performance targets—covering group financial metrics, project milestones and individual KPIs—must be met unless waived by the Board.
• Claw-backs and lapses: Unvested awards lapse if participants leave under specified misconduct clauses; vested but undelivered shares may be forfeited under severe breaches, with claw-back rights on gains already paid.
• Term: The plan runs for 10 years from the adoption date; unvested awards at expiry can vest under existing terms, but no new awards may be issued thereafter.
• Corporate actions: Adjustments for capital changes (bonus issues, splits, consolidations) will follow HKEX Listing Rule 17.03(13). Change-of-control, voluntary winding-up or restructuring trigger Board discretion on accelerated vesting, cash settlement or cancellation.
• Conditions precedent: Implementation is contingent on (1) special-resolution approval at the 3 November 2026 EGM and (2) HKEX approval for listing of any new shares issued.
Shareholders must lodge transfer documents by 28 October 2026 to qualify for voting. Proxy forms are due by 10:00 a.m. on 2 November 2026.