Denox Environmental & Technology Holdings Limited (Stock Code: 1452) announced on 19 November 2025 that its board of directors resolved to propose the adoption of a new share option scheme (“New Share Option Scheme”) under Chapter 17 of the Listing Rules. This proposal follows the expiration of the 2015 Share Option Scheme on 13 October 2025, under which there are no outstanding shares or further options to be granted.
According to the announcement, the New Share Option Scheme aims to offer equity incentives to eligible participants, mainly directors and employees of the Group. It has a term of ten years from its adoption date, and options can be exercised within this period subject to vesting requirements. A vesting period of at least 12 months is generally imposed, though the board may exercise discretion to shorten it under specific circumstances, such as “make-whole” grants for new joiners or where performance-based criteria replace time-based requirements.
The exercise price will not be lower than the highest of: (a) the closing share price on the date of offer, (b) the average closing share price over the previous five business days, or (c) the nominal value of the shares on the date of offer. If approved, the total number of shares under the New Share Option Scheme and any other share schemes of the Company will be capped at 10% of the issued share capital as of the date of approval. Based on the Company’s issued share capital of 592,844,400 shares as at the date of the announcement, 59,284,440 shares will be available for grant, subject to no change in the number of issued shares.
The New Share Option Scheme includes a clawback mechanism under which unexercised options may lapse if an individual is found to have breached employment contracts or confidentiality obligations, or in other specified circumstances. In addition, any substantial grant (exceeding 1% of the issued share capital in a 12-month period) to an eligible participant must receive separate approval from shareholders in a general meeting.
The proposed New Share Option Scheme remains subject to shareholders’ approval at the extraordinary general meeting (“EGM”), scheduled for Thursday, 11 December 2025 at 10:00 a.m. in Beijing. For the purpose of determining EGM attendance eligibility, the register of members will be closed from 5 December 2025 (Friday) to 11 December 2025 (Thursday), during which time no share transfers will be processed. Shareholders seeking to vote at the EGM must ensure relevant share transfer documents reach the Company’s branch share registrar in Hong Kong by 4:30 p.m. on 4 December 2025.
Further details of the New Share Option Scheme and the EGM will be provided in a circular to be made available on both the Company’s and the Stock Exchange’s websites. The announcement also reminds shareholders and potential investors to exercise caution when dealing in the securities of the Company. The board currently comprises executive directors Zhao Shu and Li Ke, non-executive director Li Xingwu, and independent non-executive directors Chan Yeuk Wa, Wang Xueqian, and Ong Chor Wei.