Shanghai-based chipmaker FOURSEMI has unveiled a 2026 Equity Incentive Plan, approved by the board on 13 October 2026 and pending shareholder and Hong Kong Stock Exchange (HKEX) clearance. The scheme is designed to link management, staff and external partners more closely to shareholder value and to support the company’s long-term growth objectives. It will remain in force for ten years from the adoption date.

The programme authorises grants of H-shares equal to up to 10% of FOURSEMI’s issued share capital as of the adoption date, translating into a ceiling of 11.20 million H-shares. Within this overall limit, awards to third-party service providers are capped at 1.12 million H-shares (1% of issued stock). Lapsed or forfeited awards will not count toward these limits, and any increase in the cap will require separate shareholder approval.

Eligibility extends beyond employees and executive directors to include related-party affiliates and external service providers whose professional, technical or commercial contributions are deemed critical to the company’s development. Disqualifying events—such as regulatory sanctions, misconduct or breaches of company policy—trigger immediate forfeiture of unvested awards, with claw-back provisions for vested shares under specified circumstances.

Awards may be settled in existing H-shares purchased on-market or in newly issued (or treasury) H-shares. Funding will come from corporate resources, trust income and, where applicable, participant payments. Purchase prices are set at the board’s discretion—ranging from zero to market-based levels—and are payable by participants upon vesting.

Unless specific exemptions apply (e.g., replacement grants for new hires, disability, death or corporate control events), vesting cannot occur earlier than 12 months after the grant date. Once all vesting conditions are met, recipients have a six-month window to receive shares or cash proceeds (net of taxes). A dedicated trust, overseen by an independent trustee, will administer share purchases, sales and distributions; voting rights attached to shares held in trust will not be exercised.

Corporate actions such as capital restructurings, change-of-control transactions, voluntary liquidation or debt restructuring give the board wide latitude to accelerate vesting, adjust terms or terminate the plan. In the event of plan termination, unvested awards are cancelled and remaining shares are disposed of through market sales, with net proceeds returned to the company or distributed to vested participants.

Any material amendments to plan terms, or grants that exceed individual or overall limits, must secure prior approval from shareholders, with connected parties abstaining from voting as required by HKEX Listing Rules. Independent non-executive directors will monitor the plan’s alignment with shareholder interests and regulatory compliance.

FOURSEMI’s management stated that the initiative complements existing remuneration structures, aiming to attract, retain and motivate key talent and strategic partners while fostering sustained corporate performance. Implementation is contingent on receiving the requisite shareholder and regulatory approvals.