TransThera Sciences Launches 2026 H-Share Award Scheme, Capping New Share Issuance at 10% of Outstanding Stock

Bulletin Express
05/22

TransThera Sciences (Nanjing), Inc. (abbrev. “TransThera Sciences”) has received shareholder approval for a new 10-year H-Share Award Scheme aimed at enhancing staff motivation, strengthening long-term alignment with investors and supporting future growth. Key parameters of the programme are highlighted below.

Strategic Objectives • The scheme is designed to attract, reward and retain employees, directors, related-entity personnel and selected external service providers, while tying their interests to long-term shareholder value creation.

Participation Scope • Eligible Participants comprise three categories: – Employee Participants (direct employees, directors, officers). – Related Entity Participants (staff of parent, fellow subsidiaries or associates). – Service Provider Participants (strategic suppliers, agents, consultants and independent channel partners), excluding placing agents, fundraising advisers, auditors or valuers. • Eligibility will be assessed case-by-case by the Board or its delegated committee (“Scheme Administrator”) based on contribution, expertise and strategic importance.

Scheme Limits • Scheme Mandate Limit: up to 40.41 million H shares—equivalent to 10% of TransThera Sciences’ issued share capital (excluding treasury shares) as at the adoption date—may be issued across this and any other company share schemes. • Service Provider Sublimit: within the above, a maximum of 4.04 million H shares (1% of issued share capital) may be granted to Service Provider Participants. • Lapsed awards funded by new shares count towards utilisation, while awards settled with existing shares do not. Both limits can be refreshed with separate shareholder approvals in line with Hong Kong Listing Rules.

Award Types and Pricing • Two instruments are available: – Share Awards: rights to receive or subscribe for H shares at a Purchase Price set by the Scheme Administrator. – Share Options: rights to subscribe for H shares during an Exercise Period (maximum 10 years) at an Exercise Price not lower than the higher of (i) par value, (ii) the closing price on the grant date, and (iii) the average closing price over the preceding five trading days.

Vesting & Performance Conditions • Standard vesting period for awards funded by new shares is at least 12 months, with limited carve-outs (e.g., replacement grants, death/disability, or mixed vesting schedules). • Performance targets, clawback provisions and additional restrictions (such as post-vesting holding periods) can be imposed at the Scheme Administrator’s discretion and will be specified in individual award letters.

Governance & Administration • The Board may delegate day-to-day oversight to a committee or designated officers. • Awards to directors, chief executives or substantial shareholders require prior approval from independent non-executive directors and, in certain cases, a separate shareholder vote. • Grants exceeding 1% of issued shares to any single participant within a 12-month period will also need shareholder approval.

Funding Flexibility • Awards may be satisfied through newly issued H shares, treasury shares, on-market/off-market share purchases by an independent trustee, or cash. • A trust structure can be established to hold shares, manage vesting and execute transfers.

Termination & Adjustments • The scheme will run for 10 years from the adoption date unless terminated earlier by the Board. Existing awards continue to be honoured post-termination. • In events such as capitalisation issues, rights issues, consolidations or similar corporate actions, the Scheme Administrator is authorised to adjust award size and exercise/purchase prices, subject to auditor or independent financial adviser certification.

Risk Mitigation • Awards are non-transferable without Stock Exchange waiver. • Comprehensive clawback clauses permit cancellation or repayment of benefits under circumstances including misconduct, breach of policy, material financial restatement or loss of eligibility.

Tax & Compliance • Participants bear all tax and social security liabilities arising from grants or exercises; the company may withhold shares or cash to settle such obligations. • Grants are prohibited during blackout periods, when the company possesses unpublished inside information, or where regulatory approvals are pending.

Implementation of the 2026 H-Share Award Scheme positions TransThera Sciences to leverage equity-based incentives in driving sustainable growth and aligning key stakeholders with long-term corporate performance. The limits and safeguards embedded in the framework ensure compliance with Hong Kong Listing Rules while providing flexibility to attract and retain critical talent.

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