Perfect Medical Health Management Limited intends to terminate its 2021 share option plan and adopt a new “2026 Share Option Scheme”, subject to shareholder approval at an Extraordinary General Meeting on 18 June 2026 in Hong Kong.
Key terms of the new scheme • Scheme Mandate Limit: up to 51.50 million shares, equal to 4.10% of the 1,256.20 million shares in issue at the latest practicable date (29 May 2026). • Option life: maximum 10 years from grant. • Standard vesting: not less than 12 months; shorter vesting allowed only in six prescribed circumstances (e.g., make-whole grants, accelerated vesting on death or change-of-control). • Subscription price: the higher of (i) the closing price on the grant date; (ii) the average closing price of the five preceding business days; and (iii) HK$0.10 par value. • Claw-back: options lapse on serious misconduct, material misstatement, insolvency or other specified events.
Conditional grant to Chairman • Recipient: Dr. Au-Yeung Kong, Chairman, CEO and controlling shareholder. • Options: 50.00 million, representing 3.98% of current issued shares and 3.83% of enlarged share capital on full exercise. • Exercise price: HK$1.184 per share (equal to both the 28 Apr 2026 closing price and the five-day average). • Vesting: 30% after first anniversary, 30% after second, balance after third anniversary of Independent Shareholders’ approval; exercisable for 10 years from 28 Apr 2026. • Exercise conditional on maintaining at least 25% public float.
Dilution and remaining headroom • Existing outstanding options under the 2021 scheme: 11.30 million (0.90% of shares). • Combined with the proposed 50.00 million options, total potential dilution equals 4.88% of current issued shares. • Post-grant, only 1.50 million shares would remain available for future grants within the new scheme limit.
Approvals and voting • Adoption of the 2026 Share Option Scheme, termination of the 2021 plan, and the conditional grant to Dr. Au-Yeung require separate ordinary resolutions at the 18 June 2026 EGM. • Dr. Au-Yeung and his associates (including Sure Sino Investments, Earlson Holdings, Perfect Medical Charity Foundation, Ms. Au-Yeung Wai and Ms. Au-Yeung Hung) will abstain from voting on the conditional-grant resolution.
No treasury shares are currently available for option settlement; any shares issued upon exercise will rank pari passu with existing shares. The Stock Exchange’s approval for listing the option shares is being sought.
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