REF Holdings Plans One-Off Option Grant Equal to 10% of Share Capital; Independent Shareholders to Vote on 4 Sep 2026

Bulletin Express
Aug 14

REF Holdings Limited has called an extraordinary general meeting (EGM) for 4 September 2026 to seek independent shareholders’ approval for a one-off grant of 30.72 million share options—equivalent to 10.00% of its existing 307.20 million issued shares.

Key terms of the proposed grant • Grantees: – Mr Lau Man Tak, chairman and non-executive director, to receive 16.72 million options (5.44% of current issued shares). – Ms Chiu Hok Yu, managing director of subsidiary REF Financial Press Limited, to receive 14.00 million options (4.56% of current issued shares).

• Exercise price: HK$1.29 per share, matching the 3 July 2026 closing price and exceeding the five-day average of HK$1.274.

• Vesting & term: All options vest 12 months after the EGM and are exercisable until 27 June 2036 (nearly 10 years).

• Consideration: HK$1.00 payable on acceptance by each grantee.

• Performance/clawback: No performance targets or specific clawback; unexercised options lapse or cancel under standard scheme rules.

Shareholding impact Assuming full exercise, the company’s share count would rise to 337.92 million. Mr Lau’s stake would move from 62.50% to 61.80%, public shareholders’ aggregate holding would dilute from 37.50% to 34.10%, and Ms Chiu would hold 4.14% of the enlarged capital.

Rationale The Board cites more than 15 years of strategic and operational contributions by both grantees—Mr Lau’s leadership in the 2015 GEM listing, 2017 Main Board transfer, and a May 2026 share placing, and Ms Chiu’s management of the core financial printing subsidiary and expansion into Shenzhen. Both grantees have undertaken to remain with the Group for at least 36 months from grant.

Governance and compliance • The independent non-executive directors have approved the grant. • As the awards exceed the 1% individual limit under Listing Rule 17.03D(1), independent shareholders must approve the resolutions; Mr Lau, Ms Chiu, their associates and all core connected persons will abstain. • The grant will fully utilise the 10% scheme mandate adopted on 29 June 2026, leaving no options available for future issuance unless the mandate is refreshed.

EGM details Date & time: 4 September 2026, 11:15 a.m. Venue: Units 5906–5912, 59/F, The Center, 99 Queen’s Road Central, Hong Kong. Shareholders must lodge transfer documents by 4:00 p.m. on 31 August 2026 to qualify for attendance and voting rights.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

Most Discussed

  1. 1
     
     
     
     
  2. 2
     
     
     
     
  3. 3
     
     
     
     
  4. 4
     
     
     
     
  5. 5
     
     
     
     
  6. 6
     
     
     
     
  7. 7
     
     
     
     
  8. 8
     
     
     
     
  9. 9
     
     
     
     
  10. 10