Precision Tsugami (China) Corporation Limited Announces Grant of Awarded Shares and Amendments to Share Award Scheme

Key Highlights

• 270,600 Awarded Shares Granted: On 6 March 2026, the Board of Precision Tsugami (China) Corporation Limited (“the Company”) approved the grant of 270,600 Awarded Shares to 56 grantees under the Share Award Scheme at nil consideration.
• Amendments to Scheme Rules: The Board has resolved to allow grantees to receive dividend equivalents on unvested Awarded Shares, aligning their interests with shareholders even before vesting.
• No Dilution or New Share Issuance: All awarded shares are existing shares acquired from the market, with no new shares or treasury shares issued, ensuring no dilution for existing shareholders.
• Vesting Period: Shares will vest 100% on 6 March 2031, contingent upon continued service with the Group or any related entity.
• Directors and Connected Persons Involved: 69,200 of the Awarded Shares are allocated to 6 Directors and 1 employee who is a connected person. The remainder is for other employees.
• Exemption from Shareholder Approval: As the grant does not involve new share issuance and falls within normal remuneration practices, it is exempt from shareholder approval under the Hong Kong Listing Rules.
• Potential Price Sensitivity: The share award and the enhancement of dividend entitlements for grantees could incentivize key personnel retention and align management interests, which may positively impact investor sentiment and potentially the share price.

Detailed Report

Grant of Awarded Shares

On 6 March 2026, based on recommendations from the Remuneration Committee, the Board granted a total of 270,600 Awarded Shares to 56 grantees. These shares are currently held by a designated Trustee, who acquired them from the secondary market using the Company’s internal resources. The grant is made at nil consideration, subject to any rejections by grantees.

The vesting of these shares is subject to grantees remaining as directors or employees of the Group, or any related entity, up to and on the vesting date. The shares will vest in full on 6 March 2031. Among the total, 69,200 shares are granted to 6 Directors and 1 employee who is deemed a connected person, with the balance of 201,400 shares going to other employees.

The 270,600 Awarded Shares represent approximately 0.07% of the Company’s issued share capital, with an estimated market value of HK\$10,282,800, based on the closing price of HK\$38.0 per share on the grant date.

Amendments to the Share Award Scheme

The Board has approved important amendments to the Scheme Rules. Previously, grantees could only receive dividends after the Awarded Shares had vested. The new rules entitle grantees to receive a “Dividend Equivalent” — an amount equal to any dividends declared on the unvested Awarded Shares at the time such dividends are declared. This enhances the scheme’s attractiveness and better aligns grantee interests with those of shareholders.

Corresponding amendments will also be made to the Trust Deed to ensure full consistency.

Regulatory and Listing Rules Implications

• The grants to Directors and connected persons are technically connected transactions under Chapter 14A of the Hong Kong Listing Rules. However, since no new shares are issued and the grants are part of normal remuneration, these transactions are exempt from reporting, announcement, and independent shareholder approval requirements.
• The Share Award Scheme is funded solely by market-purchased shares, with no dilution to existing shareholders.
• As of this announcement, 663,400 shares remain held by the Trustee for future grants, and 17,948,640 shares are available under the scheme’s limit.
• The amendments to the Scheme Rules do not constitute a share scheme involving the issue of new shares, so no shareholder meeting or approval is required.

Rationale and Impact

The Share Award Scheme aims to recognize and reward contributions by key personnel, incentivize ongoing commitment, and attract new talent for the Company’s future growth. The addition of dividend equivalents during the vesting period enhances the scheme’s appeal and aligns grantees’ incentives with shareholders, which may be viewed positively by the market and could support the Company’s share price.

The Board and independent non-executive Directors unanimously believe these grants and amendments are in the best interests of both the Company and its shareholders.

Shareholder Guidance

Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

Disclaimer

This article is for information purposes only and does not constitute investment advice. Investors should conduct their own research or consult with professional advisors before making any investment decisions. The information is based on the Company’s official announcement as at 6 March 2026 and may be subject to change.

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