Miricor Enterprises Holdings Limited (MIRICOR) has dispatched a circular convening an extraordinary general meeting (EGM) on 18 September 2026 to seek shareholder approval for two key resolutions:
• Termination of the existing share-option scheme adopted on 19 December 2016, which is due to expire on 18 December 2026. No options are outstanding under this scheme. • Adoption of a new share-option scheme designed to align employee and stakeholder interests with long-term corporate growth.
Key parameters of the proposed New Share Option Scheme:
1. Scheme size • Overall mandate: options convertible into up to 40.00 million shares, equal to 10% of Miricor’s 400.00 million issued shares as at the latest practicable date. • Service-provider sub-limit: 8.00 million shares, or 2% of issued share capital, reserved for medical professionals and other key service providers engaged on a recurring basis.
2. Eligible participants • Employee Participants (including part-time staff and directors) • Related Entity Participants (staff or directors of holding, fellow subsidiary or associated companies) • Service Providers, split into (i) registered medical practitioners and other medical-aesthetic professionals, and (ii) contractors, advisers and consultants providing ongoing services critical to operations.
3. Option terms • Option period: up to 10 years from grant. • Minimum vesting: 12 months, with limited discretion to shorten for employee participants under specified circumstances (e.g., mixed/accelerated vesting or performance-based conditions). • Exercise price: not less than the higher of (i) the share’s closing price on the offer date, (ii) the five-day average closing price preceding the offer date, and (iii) the share’s HK$0.01 par value.
4. Governance safeguards • Grants to directors, chief executives or substantial shareholders require approval from independent non-executive directors; larger grants (>0.1% of issued shares within 12 months) need separate independent shareholder approval. • Options are non-transferable and lapse under cessation of service, misconduct, corporate events or scheme termination, subject to detailed rules.
Implementation timeline and shareholder actions:
• EGM: 18 September 2026 at 4:00 p.m. (or immediately after the 3:00 p.m. annual general meeting) at SPRG Office, Admiralty Centre, Hong Kong. • Register closure: 15–18 September 2026 (both dates inclusive); shareholders must lodge transfers by 4:30 p.m. on 14 September 2026 to qualify for voting. • Conditions precedent: approval of the resolutions at the EGM and grant of listing approval by Hong Kong Exchanges and Clearing Limited for shares issuable upon option exercise.
If approved, the new scheme will replace the existing one while preserving all rights attached to options previously granted under the 2016 plan.
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