Sunny Optical Proposes 2026 Share Award Scheme with 10% Overall Pool and 1% Service-Provider Cap

Sunny Optical Technology (Group) Company Limited announced plans to adopt a new 2026 Share Award Scheme, subject to shareholder approval at an Extraordinary General Meeting (EGM) scheduled for 27 May 2026 in Hong Kong.

The proposed scheme will replace the company’s existing Restricted Share Award Scheme (effective until March 2030) and is designed to retain and incentivise key employees, directors and selected long-term service partners. Key parameters include:

• Scheme Size: The aggregate number of new, treasury or existing shares that can be issued under all share schemes will be capped at 10% of the company’s issued share capital on the adoption date. Based on 1,078.96 million shares outstanding as of 20 April 2026, the maximum pool would be 107.90 million shares.

• Service-Provider Sublimit: Grants to qualifying consultants, suppliers and other recurring service providers are limited to 1% of the issued share capital on the adoption date, or up to 10.79 million shares.

• Scheme Period & Vesting: The scheme will run for 10 years from 27 May 2026. Grant shares will generally vest over two to five years, with at least a 12-month vesting period, although accelerated vesting is allowed in defined circumstances (e.g., “make-whole” awards for new hires, disability or death).

• Eligibility & Governance: Participants include directors, employees and designated service providers. Grants to directors require independent non-executive director approval; any award exceeding 0.1 % of issued shares to a director, chief executive or substantial shareholder over 12 months must receive separate shareholder approval.

• No Purchase Cost or Performance Targets: Selected participants will not pay for granted shares, and awards will not carry preset performance conditions.

• Clawback Provisions: Awards lapse automatically for serious misconduct, dismissal, bankruptcy or certain legal infringements.

• Administration & Funding: A Scheme Administration Committee will oversee grants. Awards may be settled via market purchases, new share issues or transfers of treasury shares. BOCI Trustee (Hong Kong) Limited will act as trustee. No awards have been granted to date.

The scheme’s effectiveness is conditional on shareholder approval and Stock Exchange listing approvals. The company will close its register of members from 21–27 May 2026 to determine EGM eligibility.