Perfect Medical Health Management Limited (Perfect Medical) has conditionally adopted a new share option scheme aimed at incentivising directors and employees (excluding independent non-executive directors) and attracting future talent.
Key Features
1. Duration and Adoption • The scheme takes effect from the Adoption Date in 2026 and remains valid for 10 years, terminating automatically on the date falling 10 years after adoption. • No options can be granted until the Stock Exchange’s Listing Committee approves the listing of shares issuable upon exercise and shareholders pass the requisite resolutions.
2. Participant Eligibility and Governance • Eligible participants comprise directors and employees of the Company and its subsidiaries, including new hires granted options as an inducement. • Independent non-executive directors are expressly excluded. • The Board administers the plan; grants involving directors or senior management are subject to Remuneration Committee review. • Grants to connected persons require independent non-executive director approval.
3. Scheme Mandate Limit • At launch, the maximum shares that may be issued under this scheme and all existing schemes combined are capped at 4.10% of total issued shares on the Adoption Date. • The limit may be refreshed every three years with shareholder approval but cannot exceed 5% of issued share capital at the time of refresh. • Cancelled or lapsed options do not replenish the pool; refreshed limits exclude previously granted options.
4. Individual Grant Caps • Any single participant whose option allocation exceeds 1% of issued shares within a 12-month period requires separate shareholder approval (with the participant and associates abstaining). • Grants to substantial shareholders or their associates that push cumulative awards over 0.1% of issued shares also need independent shareholder consent.
5. Pricing and Payment • Subscription price is the higher of (i) the closing price on the grant date and (ii) the average closing price for the five preceding business days, rounded up to the nearest cent. • An option acceptance fee of HK$1.00 is payable and non-refundable.
6. Vesting and Exercise Terms • Standard minimum vesting is 12 months; shorter periods are permissible for specific circumstances such as “make-whole” grants to new hires, performance-based awards, or accelerated events (e.g., takeover offers). • Options lapse immediately if the participant resigns or is dismissed for serious misconduct, or after specified post-event windows for death, disability, retirement, takeover, scheme of arrangement, or winding-up.
7. Adjustment Mechanism • In the event of bonus issues, rights issues, sub-divisions or similar capital changes, auditors or an independent financial adviser must certify adjustments to option quantity or subscription price to ensure grantees maintain the same proportionate interest.
8. Termination • The Company or the Board may terminate the scheme at any time; outstanding options granted before termination remain exercisable according to their original terms.
The scheme is designed to recognise past contributions, motivate ongoing performance, and support Perfect Medical’s long-term growth while aligning employee interests with shareholder value.
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