Shangri-La Asia Limited Announces Grant of Share Awards Under 2025 Share Scheme

Date: December 12, 2025

Key Highlights

• Grant of Share Awards: Shangri-La Asia Limited has announced the grant of 621,900 share awards under its newly adopted 2025 Share Scheme to a single grantee who is an employee of the Group (not a Director).
• Purpose and Structure: The awards are “make-whole” share awards, designed to attract new talent by replacing equity awards forfeited when the grantee left a previous employer.
• Vesting Schedule: The awards vest in three tranches:
  • 205,200 shares vest on July 7, 2026
  • 205,200 shares vest on July 7, 2027
  • 211,500 shares vest on July 7, 2028
• No Performance Targets: Vesting is purely time-based, with no performance conditions attached. This is intended to retain and incentivise the grantee, aligning their interests with the Group’s long-term performance.
• Clawback Mechanism: The awards are subject to a robust clawback provision, which can be triggered in the event of dismissal for cause, criminal conviction involving integrity or honesty, material misstatements in financial statements, serious misconduct, breach of scheme terms, fraud, bankruptcy, or any action harming the company’s reputation.
• Financial Assistance: The company and its subsidiaries will not provide financial assistance for the purchase of these shares.
• New Share Issuance: The awards will be satisfied by issuing new shares within the scheme mandate limit.
• Share Scheme Capacity: After this grant, 339,789,305 shares remain available for future grants under the scheme, with a service provider sublimit of 35,855,250 shares.
• Share Price Information: The closing price of Shangri-La Asia Limited shares on the grant date was HK\$4.68 per share, and the purchase price per award is nil.
• Governance: The grant was approved by the Remuneration & Human Capital Committee, which deemed the terms market competitive and aligned with scheme objectives.
• Listing Rules Compliance: The grantee is not a director, chief executive, substantial shareholder, Related Entity Participant, or Service Provider, and does not exceed the 1% individual award limit.

Potentially Price-Sensitive and Shareholder-Relevant Information

• Talent Acquisition and Retention: The award is intended to attract and retain high-calibre talent, which may positively impact the Group’s operational performance and future growth prospects.
• Share Dilution: Issuance of new shares for the award could have a minor dilutive effect on existing shareholders, though the number granted is relatively small compared to the available scheme capacity.
• Clawback Protections: Strong clawback provisions offer reassurance to shareholders that awards may be reclaimed in cases of misconduct or events harmful to the company, preserving corporate governance standards.
• No Performance Metrics: The lack of performance-based vesting may be viewed both positively (as facilitating talent acquisition) and negatively (potentially less direct linkage to performance outcomes), depending on investor perspective.
• Alignment with Long-Term Performance: Time-based vesting is designed to incentivise long-term commitment and align employee interests with shareholders.
• Scheme Mandate Capacity: Substantial remaining capacity for future grants, which may signal further talent-related share awards as Shangri-La pursues growth or restructuring.
• Market Reaction: Investors should monitor for any potential impact from dilution and the ongoing use of share awards as a component of compensation, which can influence share price and investor sentiment.

Board and Governance

The Board of Directors comprises a mix of executive, non-executive, and independent non-executive members, including:

• Ms Kuok Hui Kwong (Chairman & Group CEO)
• Mr Chua Chee Wui (Group CFO & Group Chief Investment Officer)
• Mr Lim Beng Chee (Non-executive director)
• Professor Li Kwok Cheung Arthur
• Mr Yap Chee Keong
• Mr Li Xiaodong Forrest
• Mr Zhuang Chenchao
• Ms Khoo Shulamite N K

Investor Takeaways

The share award grant under the 2025 Share Scheme represents a strategic move to attract and retain talent, an essential component for the Group’s long-term success. The use of “make-whole” awards, time-based vesting, and strong clawback provisions are notable for shareholders assessing governance and future share dilution. Investors should keep an eye on future grants under the scheme and monitor how the company leverages equity compensation to drive performance and growth.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with their financial advisors before making any investment decisions.

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