REF Holdings Ltd. (01631) has approved the award of 30.72 million share options—equivalent to 10% of its current share capital—to two senior executives under the Share Option Scheme adopted on 29 June 2026.
On 2 July 2026, the Board resolved to offer:
• 16.72 million options to Chairman and Non-executive Director Lau Man Tak, representing about 5.44% of shares in issue. • 14.00 million options to Chiu Hok Yu, Managing Director of subsidiary REF Financial Press Ltd., representing about 4.56% of shares in issue.
Key terms:
• Date of Grant: 3 July 2026 • Exercise price: HK$1.29 per share—matching the 3 July closing price and exceeding the five-day average of HK$1.274; also well above the HK$0.01 par value. • Consideration: HK$1.00 payable by each grantee upon acceptance. • Validity: From shareholder approval at the forthcoming EGM to 27 June 2036. • Vesting: Options become exercisable 12 months after the EGM and remain exercisable until 27 June 2036. • Performance/clawback: No performance targets or clawback provisions are attached, as the remuneration committee views the grant as recognition of the executives’ 15-year contributions and a future incentive aligned with share price performance. • Financial assistance: None provided by the Group.
Regulatory compliance:
• Because the combined grant exceeds 1% of issued shares within a 12-month period—and the individual grant to Lau Man Tak exceeds 0.1%—independent shareholder approval at an extraordinary general meeting is required under Listing Rules 17.03D(1) and 17.04(1). • Both grantees and their associates, as well as all core connected persons, must abstain from voting.
Scheme capacity:
• The 30.72 million options exhaust the entire current Scheme Mandate Limit; no shares remain available for further option grants unless the limit is refreshed by shareholders.
A circular detailing the proposed grants and EGM arrangements will be dispatched to shareholders in due course.