BIDU-SW (09888.HK): Proposed Adoption of 2026 Share Incentive Plan, Scheme Limit 10% and Consultant Sublimit 0.5%

NewTimeSpace News: On 12 August 2026, BIDU-SW (stock code: 09888) published its proposed 2026 Share Incentive Plan (the "Plan"). The company is incorporated in the Cayman Islands with a weighted voting rights structure. The purpose of the Plan is to promote the success and enhance the value of the company by linking the personal interests of the Eligible Participants to those of the Company's shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company's shareholders, while providing the Company flexibility in its ability to motivate, attract and retain the services of the Eligible Participants upon whose judgment, interest and special effort the successful conduct of the Company's operation is largely dependent.

The maximum aggregate number of Shares which may be issued pursuant to all Awards under the Plan, together with the Shares which may be issued under any other share incentive plans of the Company, shall not exceed ten percent (10%) of the total number of Class A and Class B ordinary shares of the Company in issue (excluding Treasury Shares) as at the date of the Shareholder Approval (the "Scheme Limit"). Within the Scheme Limit, the maximum aggregate number of Shares which may be issued pursuant to Awards granted to Consultants shall not exceed zero point five percent (0.5%) of the same share base (the "Consultant Sublimit"). Awards may take the form of Options (Incentive Share Options and Non-Qualified Share Options), Restricted Shares and Restricted Share Units.

For exercise prices, so long as the Company is a primary listed issuer on the Hong Kong Stock Exchange, the exercise price per Share for Options exercisable into Shares shall not be lower than the higher of (i) the closing price of the Shares on the date of grant (which must be a business day in Hong Kong) and (ii) the average closing price of the Shares for the five business days immediately preceding the date of grant; and the exercise price for Options exercisable into ADSs shall not be lower than the higher of (i) the closing price of the ADSs on the Nasdaq on the date of grant (which must be a Nasdaq trading day) and (ii) the average closing price of the ADSs on the Nasdaq for the five Nasdaq trading days immediately preceding the date of grant. The exercise price shall not be subject to downward adjustment except pursuant to adjustments under Article 9 in the event of changes in capital structure. The term of any Option shall not exceed ten years. The overall vesting period shall not be less than twelve months, subject to limited exceptions including "make-whole" awards to new Employees, grants on termination due to death or disability, performance-conditioned grants, administrative or compliance-driven batch grants, and mixed or accelerated vesting schedules.

The Plan shall become effective on the date on which the Company becomes a primary listed issuer on the Hong Kong Stock Exchange (the "Effective Date") and shall expire on the tenth anniversary of the Effective Date; any Awards outstanding on such tenth anniversary shall remain in force according to the terms of the Plan and the applicable Award Agreement. Any refreshment of the Scheme Limit and/or the Consultant Sublimit is subject to Rule 17.03C of the Hong Kong Listing Rules and the required shareholder approvals.

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