Shanghai Forest Cabin Cosmetics Group Co., Ltd. (Forest Cabin) has adopted a 10-year “2026 H Share Scheme” that introduces a new restricted share unit (RSU) and share award framework aimed at attracting, motivating and retaining key talent and long-term business partners.
Key Parameters • Scheme Period: Effective from shareholder approval date and lasting up to 10 years. • Scheme Mandate Limit: New H-share issuance under this scheme and all other existing share plans is capped at 10% of Forest Cabin’s total H shares in issue (excluding treasury shares) on the adoption date. • Service Provider Sublimit: Within the overall cap, grants to external service providers are restricted to 1% of total H shares in issue (excluding treasury shares) on the adoption date. • Individual Limit: Aggregate new-share awards to any single participant are limited to 1% of issued H shares in any 12-month period unless separate shareholder approval is obtained. • Connected Persons: Further grants raising any director, chief executive or substantial shareholder above 0.10% of issued H shares in any 12-month window require independent shareholder approval.
Eligible Participants 1. Employee Participants – employees and non-independent directors of the Group. 2. Related Entity Participants – employees or directors of parent, fellow subsidiaries or associated companies (≥30% shareholding). 3. Service Provider Participants – distributors, contractors, suppliers, advisers, consultants, agents, business partners, joint-venture partners and promoters providing recurring, strategic or business-critical services; professional firms delivering assurance services (e.g., auditors, valuers) and placing agents are excluded.
Award Mechanics • Primary award vehicle is RSUs; purchase price per share is set by the Scheme Administrator with reference to prevailing market price. • Vesting must occur at least 12 months after grant for grants funded by new shares, with specific relaxations for “make-whole” awards, death/disability, performance-based vesting, or administrative batch grants. • Performance targets, vesting schedules and claw-back provisions are specified in individual award letters. • Settlement can be through new share issuance, transfer of existing shares, or cash where delivery is impracticable.
Governance and Administration • The Board may delegate day-to-day oversight to a committee or designated directors (Scheme Administrator). • Grants to directors, chief executives or substantial shareholders require independent non-executive director endorsement; awards bearing any “unique terms” (vesting <12 months, no performance target or no claw-back) must be specifically reviewed by the Remuneration Committee. • Scheme adjustments for corporate actions (e.g., rights issue, share split) will be certified by the auditors or a financial adviser to ensure fairness and compliance with Listing Rules.
Safeguards and Termination • The Scheme embeds claw-back triggers covering misconduct, breach of contract or policy, and post-employment restrictions. • Awards lapse upon breach of transfer restrictions, termination for cause, or failure to meet acceptance deadlines. • The Scheme automatically terminates on the 10th anniversary of adoption or an earlier Board-resolved date; unvested awards at termination continue to be governed by existing terms.
Regulatory Approvals Implementation is conditional on (1) shareholder approval of the scheme and (2) Hong Kong Stock Exchange listing and dealing approval for any new H shares to be issued.
Strategic Rationale Forest Cabin positions the 2026 H Share Scheme as a flexible equity incentive tool to align employees, related entities and key external partners with long-term shareholder value creation, bolster talent retention, and support the company’s strategic growth initiatives.