Tiande Chemical Launches 10-Year Share Award Scheme with 10% Mandate Limit

Bulletin Express
04/22

Tiande Chemical Holdings Limited has adopted a new Share Award Scheme, approved by shareholders at the 5 June 2026 annual general meeting, to strengthen long-term alignment between the group and key talent.

Key parameters

• Scheme period: effective from the adoption date and valid for 10 years; no new awards will be granted after this period, although unvested awards may still vest thereafter.

• Scheme Mandate Limit: up to 87.84 million new shares—representing 10% of total issued share capital on the adoption date—may be issued or transferred under all share award schemes combined.

• Service Provider Sublimit: within the overall limit, a maximum of 8.78 million shares (1% of issued share capital) can be awarded to qualifying service providers.

Eligible participants

Three categories qualify: 1. Employee Participants – directors (including INEDs) and employees of the group. 2. Related Entity Participants – directors or employees of the company’s holding, fellow subsidiary or associated companies. 3. Service Providers – market-development and technology/R&D partners that provide recurring, business-critical services exclusively to the group.

Grant and vesting mechanics

• Awards may be settled through newly issued shares, transfers of treasury shares or cash. • Individual grants that would cause total awards and options to exceed 1% of issued shares in any 12-month period require prior shareholder approval. • Vesting generally cannot occur within 12 months of grant; exceptions apply for “make-whole” grants to new hires, death/disability, performance-based vesting and other specific scenarios. • Vesting is subject to performance or service conditions set by the Administration (the board, remuneration committee or their delegates).

Governance and safeguards

• Grants to connected persons and directors require approval from independent non-executive directors and, in certain size thresholds, separate shareholder approval. • A clawback mechanism enables cancellation or repayment of vested shares if the participant commits misconduct, breaches non-compete covenants or causes material harm to the group. • The scheme includes automatic lapsing provisions for participants who leave the group under specified circumstances, breach transfer restrictions or become bankrupt.

Adjustments and termination

• Awards will be adjusted for corporate actions such as capitalisation issues, rights issues, sub-divisions or consolidation, subject to independent verification. • The board may terminate the scheme before the tenth anniversary, although existing awards will continue under their original terms.

The scheme is designed to motivate employees, related entities and strategic service providers, while imposing rigorous limits, compliance checks and clawback provisions to protect shareholder interests.

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