Hangzhou Diagens Biotechnology Co., Ltd. (“DIAGENS-B”) has published the Rules of its 2026 Share Incentive Scheme, to be tabled for shareholder approval at an extraordinary general meeting (EGM) on 30 September 2026 in Hangzhou. The proposal marks the company’s first post-listing equity incentive arrangement.
Key parameters • Scope and duration: The scheme will run for ten years from the adoption date and permits grants of share options and restricted share units (RSUs) to eligible employees, executive and non-executive directors (excluding INEDs), and designated service providers. • Mandate limits: The combined number of new H shares (including treasury shares) that may be issued under all awards is capped at 8.89 million shares—10% of issued share capital on the adoption date (“Scheme Mandate Limit”). Within this, awards to service providers are limited to 1.78 million shares (2% of issued capital). • Individual cap: No single participant may receive awards that would result in issuances exceeding 1% of issued shares in any 12-month period without separate shareholder approval. • Vesting and exercise: Vesting periods must be at least 12 months from the grant date, although shorter periods are permitted in defined exceptional cases (e.g., make-whole grants to new hires, death, disability). Options carry a maximum ten-year exercise window; the exercise price will be the higher of (i) the closing price on the grant date, (ii) the five-day average closing price, or (iii) the RMB1.00 par value. RSU purchase prices cannot be set below par. • Performance linkage: Awards may include company-level or individual targets such as revenue, R&D milestones or market capitalisation triggers. Failure to meet performance conditions results in automatic lapse of unvested awards. • Claw-back provisions: DIAGENS-B retains the right to forfeit or recoup vested or unvested awards in cases of misconduct, material misstatement, or fault-based termination. • Scheme administration: The Board, its Remuneration Committee or delegated parties will oversee grants, with each grant to directors, chief executive or substantial shareholders requiring prior approval from independent non-executive directors; larger grants above 0.1% of issued shares within 12 months also require independent shareholder approval. • Capital adjustments: Award quantities and prices are subject to auditor-verified adjustments for share splits, consolidations, rights issues or capital reductions.
Implementation remains conditional upon (1) shareholder approval of the scheme and related issuance authority at the EGM and (2) Hong Kong Stock Exchange approval for listing of any new H shares to be issued under the scheme.