DPC Dash Conditionally Awards CEO 3.31 Million Equity Units, Seeks 10% Refresh of Share Incentive Mandate

Bulletin Express
May 28

DPC Dash Ltd (DPC Dash) has conditionally granted Chief Executive Officer and Executive Director Yi Wang a combined 3.31 million equity incentives under its 2022 First Share Incentive Plan and will convene an extraordinary general meeting (EGM) to secure independent shareholder approval.

Equity Package • Options: 1.65 million units, equal to 1.25% of issued share capital, exercisable at HK$39.08 per share—above both the HK$38.16 closing price on 28 May 2026 and the five-day average. Vesting is time-based over three years (34%, 33%, 33%) with a maximum 10-year exercise window. A clawback mechanism applies in cases of misconduct or termination. • Share Awards: 1.66 million units (1.26% of share capital) split equally into two tranches. – Tranche A (827,500 units) vests over five years on a straight-line schedule. – Tranche B (827,500 units) carries the same vesting timetable plus a performance hurdle requiring the group to reach 3,000 stores by 31 December 2031. Up to 275,833 shares—one-third of Tranche B—are subject to clawback if the target is missed. Shares from Tranche B are locked up until the earlier of the target date or when the store threshold is achieved.

Regulatory Thresholds The grants together represent approximately 2.51% of DPC Dash’s 131.60 million issued shares, exceeding the 0.1% and 1% thresholds stipulated in Listing Rules 17.04(2) and 17.03D(1). Consequently, both the option and share-award grants require approval from independent shareholders, with Ms Wang and her associates abstaining.

Remaining Mandate Capacity Following the proposed grants, 4.55 million shares remain available under the existing scheme mandate.

Proposed Mandate Refresh The Board will also ask shareholders to refresh the scheme mandate limit to 10% of issued shares at the EGM. Based on the current share count, the refreshed limit would allow issuance of up to 13.16 million shares. The proposal is conditional on shareholder approval and Stock Exchange listing approval.

Strategic Rationale The Board views the equity package as recognition of Ms Wang’s role in expanding the store network from 3 to 75 cities (1,516 stores currently) and leading the company to its first annual net profit in 2024. The incentives aim to align management with long-term value creation and corporate governance standards.

An EGM circular, including an independent financial adviser’s opinion, will be dispatched in due course. Shareholders and potential investors are advised to exercise caution when dealing in the company’s securities.

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