IGG Inc Announces Major Amendments and New Share Award Grants – Investor Update

Date: 30 April 2026

Key Highlights

• Major amendments to the Share Award Scheme, including refreshed scheme and individual award limits.
• Grant of 68.7 million Awarded Shares (approx. 6% of issued share capital) to 32 key personnel, including Directors and senior management, with a total value of approximately HK\$213 million.
• New awards are performance-based and subject to stringent vesting conditions, including a minimum 10% compound annual growth rate in share price over five years (2027–2031).
• The awards will be funded by market purchases of existing shares, not new share issuance – no dilution for shareholders.
• If a change of control occurs, all unvested shares will vest immediately.

Detailed Announcement

IGG Inc, a leading global mobile games developer and publisher listed on the Hong Kong Stock Exchange, has announced significant amendments to its Share Award Scheme and the conditional grant of a major batch of performance-based share awards to key management and employees.

Background

In 2021, IGG Inc adopted a performance-based share award scheme, with up to 71.6 million shares earmarked for Directors and senior management. However, due to the company not meeting the pre-set share price growth performance conditions, no shares vested under that scheme.

To continue incentivizing management and key personnel, the Board now proposes to grant up to 68,700,000 Awarded Shares to 32 grantees under the revised Share Award Scheme.

Key Amendments to the Share Award Scheme

• The overall scheme limit is refreshed: awards cannot exceed 10% of the issued share capital (excluding treasury shares) as at 30 April 2026.
• Individual grantee limit: no individual can receive awards exceeding 5% of the issued share capital (excluding treasury shares) over any 12-month period.
• Unvested shares held by the scheme trustee must remain below 10% of issued share capital.
• These amendments do not apply retrospectively to unvested awards made before 30 April 2026.
• The scheme is now fully funded by market purchases of existing shares, not new share issues – thus, NO dilution of shareholder value.
• Shareholder approval is NOT required for these amendments as they do not involve issuance of new shares.

Details of the 2026 Share Grant

The awarded shares will vest in five equal tranches over 2027–2031, each subject to strict performance conditions.

Vesting Conditions: Strong Focus on Share Price Performance

• Vesting schedule: Five annual tranches (20% per year) from 2027 to 2031, after publication of annual results each year.
• Key condition: For each tranche to vest, the company’s share price must achieve a compound annual growth rate (CAGR) of at least 10% over the Initial Benchmark Price (average closing price in the 15 days before 30 April 2026, i.e. HK\$3.08/share).
• Calculation: The measurement price is the average closing price in the 15 trading days after annual results, adjusted for dividends.
• Example Target Prices:
  • 2026: HK\$3.35
  • 2027: HK\$3.69
  • 2028: HK\$4.05
  • 2029: HK\$4.46
  • 2030: HK\$4.90
• Maximum vesting: If the share price exceeds the target by 25% in any year, the full tranche vests (e.g., 2026: HK\$4.19, 2027: HK\$4.62, 2030: HK\$6.13).
• Example (Mr. Cai, 2026):
  • If price is HK\$4.25, full 7,033,200 shares vest.
  • If HK\$3.52 (just 5% above target), only 1,697,903 shares vest.
  • If exactly at target (HK\$3.35), zero shares vest.
• Unvested shares in a tranche lapse and are not carried forward.
• Accelerated vesting: In case of a change of control (takeover, merger, etc.), all unvested shares vest immediately, regardless of performance.
• Company share buyback is suspended during measurement periods to avoid conflicts of interest.

Funding and Dilution

• No new shares will be issued under this award. The Trustee will purchase existing shares on the open market, funded by the company.
• No dilution of existing shareholder value will occur as a result of these awards.

Strategic Rationale and Shareholder Impact

• The new grant aims to provide medium-to-long-term incentives to a broader group of key contributors, expanding coverage from 12 to 32 grantees and including critical functions beyond top management (such as technology, game operations, legal, compliance, investment, and new projects).
• The scheme aligns management incentives directly with shareholder value creation and market performance, using a market-based, transparent performance metric.
• The Board asserts that the award structure is consistent with international gaming industry standards and is designed to attract and retain top talent.
• The performance condition is demanding (10% CAGR), and actual vesting is highly sensitive to share price performance. If the company delivers strong price appreciation, management will be handsomely rewarded. If not, shares do not vest.
• The grant does not require shareholder approval under Hong Kong Listing Rules, as it is funded by shares purchased on market.

Potential Impact on Share Price

• The announcement is price sensitive as it introduces a significant incentive for management to drive share price growth, aligns their interests with those of shareholders, and lays out a transparent, ambitious performance hurdle.
• The lack of dilution is a positive for existing shareholders.
• Should the company achieve the performance targets, significant share purchases may occur in the open market by the Trustee, which could impact market liquidity and prices during the vesting periods.
• The scheme’s design may increase market confidence in management’s commitment to share price performance.
• Immediate vesting of all awarded shares upon a change of control could become a factor in any future takeover or merger situations.

Conclusion

The new amendments and share grants announced by IGG Inc are substantial and could be price moving. The ambitious performance conditions, lack of dilution, and broadened coverage for key personnel are likely to be seen as positive by long-term investors. However, the ultimate benefit will depend on the company’s ability to deliver sustained share price growth over the next five years.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research and consider their own investment objectives and risk tolerance before making any investment decisions. The information herein is based on the company’s official disclosures as of 30 April 2026 and may be subject to change. Neither the author nor the publisher accepts any liability for investment decisions made based on this article.

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