Brightstar Technology Group Co., Ltd. (“BRIGHTSTAR TECH”) released the full Rules of its new Share Option Scheme, approved and adopted on 16 June 2026. The programme, which will run for 10 years until its termination date, sets out detailed parameters for option grants, participant eligibility, exercise conditions and governance controls.
Key parameters
• Duration and commencement: The scheme takes effect from 16 June 2026 and remains valid until the close of business on the 10th anniversary of that date. No options may be offered after this termination date, although unexercised options granted beforehand can still be exercised within their option periods.
• Scheme limit: The aggregate number of new shares that may be issued under all option and share award schemes is capped at 10% of BRIGHTSTAR TECH’s issued share capital (excluding treasury shares) on the adoption date. Based on 1,125.11 million issued shares, the initial headroom equals approximately 112.51 million shares. Cancelled options count towards utilisation of this limit, while lapsed options do not.
• Individual limit: Within any rolling 12-month period, the total shares underlying options granted to a single participant cannot exceed 1% of the company’s issued shares, unless separate shareholder approval is obtained.
• Exercise price: For each option, the exercise price must be no lower than the highest of (i) the closing price on the offer date; (ii) the average closing price for the five business days preceding the offer date; and (iii) the nominal value of an ordinary share.
• Vesting and option period: Options may run for up to 10 years from the offer date. A standard minimum vesting period of 12 months applies, except for employee-specific exemptions such as “make-whole” grants, disability, death or other board-approved circumstances.
• Eligible participants: The scheme covers two categories—Employee Participants (executive directors and employees of the group) and Related Entity Participants (directors or employees of holding companies, fellow subsidiaries or associates). Grant decisions will consider performance, tenure and contribution to the group’s growth.
Governance and safeguards
• Core connected persons: Grants to directors, chief executives or substantial shareholders (and their associates) require independent non-executive director approval. Grants that would exceed 0.1% of issued shares for a substantial shareholder within 12 months additionally need disinterested shareholder approval via poll.
• Clawback mechanism: The board may cancel unexercised options if a grantee leaves for cause, is convicted of integrity-related offences, breaches scheme terms, or if mandated by regulations.
• Black-out periods: No options may be granted during the 30-day period preceding results announcements (60 days for annual results in the case of directors) or during any period when the company possesses unpublished inside information.
• Adjustment provisions: In the event of capital actions such as bonus issues, share splits or consolidations, auditors or an independent financial adviser will certify fair adjustments to exercise prices and option quantities, ensuring no issue of shares below par value.
• Scheme alterations & termination: Material amendments require shareholder approval; any change adverse to existing grantees demands their consent or a special resolution. The company can terminate the scheme via shareholder resolution, preserving already-granted options.
Implementation and disclosures
BRIGHTSTAR TECH will bear all administrative costs of the scheme and will disclose option grant details—including grant dates, exercise prices, vesting schedules and utilisation status—in its annual and interim reports in compliance with GEM Listing Rules.