Scholar Education Group (Scholar Education) has granted 33.64 million share options to selected employees under its share scheme adopted on 27 February 2024.

The options, issued on 1 April 2026, carry an exercise price of HK$1.63 per share—set at the higher of the grant-day closing price of HK$1.61 and the HK$1.63 average closing price over the preceding five trading days. Upon acceptance, each option entitles the holder to subscribe for one ordinary share.

Vesting is performance-linked and split into three tranches: 33% on 3 April 2027, another 33% on 3 April 2028, and the remaining 34% on 3 April 2029. Vesting is contingent on both group-level metrics (revenue and profit) and individual performance appraisals; unmet targets will proportionally reduce the vested amount.

Exercisable for two years following each vesting date, any unexercised options will lapse after 3 April 2031. A claw-back mechanism triggers immediate lapse of unvested options if grantees breach scheme terms, engage in serious misconduct, leave the group, or if awards are deemed misaligned with the scheme’s purpose.

Post-grant, 33.64 million shares remain available under the scheme mandate limit, while 6.73 million shares remain under the service provider sub-limit. The board states that no grantee is a director, chief executive, substantial shareholder, connected person, related entity participant or service provider, and shareholder approval is not required for this grant.

Management views the option issuance as a tool to retain and incentivise talent, align employee and shareholder interests, and support expansion into new markets, thereby underpinning Scholar Education’s long-term growth trajectory.