
102 SENSETIME GROUP INC. | INTERIM REPORT 2025
Other Information
(f) where any further grant of RSUs to an independent
non-executive Director or a substantial
Shareholder, or any of their respective associates,
would result in the Shares issued and to be issued
in respect of all RSUs granted under the 2022
RSU Scheme and all awards and options granted
under any other share schemes of the Company
(excluding any RSUs lapsed in accordance with
the terms of the 2022 RSU Scheme, any awards
or options lapsed in accordance with the terms of
any other share schemes of the Company) to such
person in the 12-month period up to and including
such grant to exceed 0.1% of the Shares in issue
at the time of such proposed grant (excluding
any treasury shares of the Company), such grant
must be separately approved by the Shareholders,
and for such purposes, the relevant 2022 RSU
Scheme Participant to which the grant is proposed
to be made, his associates and all core connected
persons of the Company shall abstain from voting
in favour on the resolution approving such grant to
the relevant 2022 RSU Scheme Participant.
As at the Latest Practicable Date, no Class B Shares have
been issued for the purposes of the 2022 RSU Scheme.
As at January 1, 2025, no grants were made under the
2022 RSU Scheme and the Class B Shares which may be
issued under the Scheme Mandate Limit and the Service
Provide Sublimit were 3,346,892,500 and 334,689,250
respectively (representing approximately 9.04% and
0.90% of the total issued Shares respectively as at
January 1, 2025).
As at June 30, 2025, 311,333,631 RSUs have been
granted under the 2022 RSU Scheme, among which
304,444,051 RSUs were granted to employee participants
(which are Junior Grantees), and 6,889,580 RSUs were
granted to service providers (being providers of advisory
services to members of the Group, as defined under Rule
17.03A of the Listing Rules). Following the grant of such
RSUs and as at June 30, 2025, 3,035,558,869 Class B
Shares (representing approximately 8.20% of the total
issued Shares as at June 30, 2025) are available for further
grant under the scheme mandate limit of the 2022 RSU
Scheme, and 327,799,670 Class B Shares (representing
approximately 0.89% of the total issued Shares as at June
30, 2025) are available for further grant under the service
provider sublimit of the 2022 RSU Scheme.
(d) where any further grant of RSUs to a 2022 RSU
Scheme Participant would result in the Shares
issued and to be issued in respect of any RSUs
granted under the 2022 RSU Scheme and all
awards and options granted under any other
share schemes of the Company to any 2022
RSU Scheme Participant (excluding any RSUs
lapsed in accordance with the terms of the 2022
RSU Scheme or any awards or options lapsed
in accordance with the terms of any other share
schemes of the Company) in the 12-month
period up to and including such proposed grant
to exceed 1% of the Shares in issue at the time
of such proposed grant (excluding any treasury
shares of the Company), such grant shall be
separately approved by the Shareholders, and for
such purposes, the 2022 RSU Scheme Participant
and his close associates (or where the 2022
RSU Scheme Participant is a connected person,
his associates) shall abstain from voting on the
resolution approving such grant to the relevant
2022 RSU Scheme Participant;
(e) where any further grant of RSUs to a Director
(other than an independent non-executive Director)
or chief executive of the Company, or any of
their respective associates, would result in the
Shares issued and to be issued in respect of
all RSUs granted under the 2022 RSU Scheme
and all awards granted under any other share
schemes of the Company (excluding any RSUs
lapsed in accordance with the terms of the 2022
RSU Scheme, any awards lapsed in accordance
with the terms of any other share schemes of the
Company, and any options) to such person in the
12-month period up to and including such grant
to exceed 0.1% of the Shares in issue at the time
of such proposed grant (excluding any treasury
shares of the Company), such grant must be
separately approved by the Shareholders, and for
such purposes, the relevant 2022 RSU Scheme
Participant to which the grant is proposed to
be made, his associates and all core connected
persons of the Company shall abstain from voting
in favour on the resolution approving such grant to
the relevant 2022 RSU Scheme Participant; and