Raily Aesthetic Medicine International Holdings Limited (Raily AESMED) has conditionally adopted a new Share Option Scheme, subject to shareholder approval and the Stock Exchange’s listing consent. The scheme will remain in force until 27 December 2030, mirroring the 10-year window that began on the company’s listing date of 28 December 2020.
Key parameters • Mandate ceilings: Options that may be granted under all share schemes are capped at 10% of issued share capital (Scheme Mandate Limit). Within this, grants to Service Providers are further restricted to 1% of issued shares (Service Provider Sublimit). • Individual cap: No eligible participant may receive options exceeding 1% of issued shares in any 12-month period, unless separate shareholder approval is secured. • Refresh mechanism: The mandate limits can be refreshed once every three years, subject to independent shareholder approval and abstention by controlling shareholders, executive directors and their associates.
Eligibility and governance The scheme covers three participant categories: 1) directors and employees of the company and its subsidiaries, 2) directors and employees of related entities, and 3) external Service Providers who supply continuing or recurring services integral to the group’s operations. Grants to connected persons (directors, chief executives, substantial shareholders and their associates) require approval by all independent non-executive directors. Grants that push these individuals over 0.1% of issued shares in any 12-month span also need independent shareholder approval via circular.
Vesting and exercise terms • Standard vesting: A minimum 12-month vesting period is required, with limited exceptions such as make-whole grants to new hires and performance-based schedules. • Exercise price: The higher of (i) the official closing price on the offer date or (ii) the five-day average closing price preceding the offer date. • Exercise window: Options may be exercised up to ten years from the vesting date but not beyond 27 December 2030. • Lapse events: Unexercised options lapse upon expiry, cessation of employment under specified misconduct or insolvency grounds, or corporate events such as voluntary winding-up.
Capital adjustments and cancellation Adjustments to option terms will be made for capitalisation issues, rights issues, sub-divisions, consolidations or capital reductions, subject to certification by the auditors or an independent financial adviser. Cancelled options count toward the mandate limits; re-issues can only occur under available headroom.
Reporting and termination The company will disclose option movements in its interim and annual reports in accordance with Listing Rule requirements. The board retains the right to terminate the scheme at any time; outstanding options would remain exercisable under existing terms.