Scholar Education Group replaces share options to boost incentives

Scholar Education Group's board resolved to cancel 25,006,500 unvested "Old Options" and re-grant 22,228,000 new "New Options" to grantees on September 11, 2025. This move addresses the original exercise price of Old Options significantly exceeding prevailing market prices, thereby restoring their effectiveness as incentives for employee contributions and retention. The new options will have an exercise price of HK$2.33 per share, the highest of the grant date’s closing price and the average closing price for the five preceding business days.

The "New Options" will vest in three tranches: 50% on January 15, 2026, 25% on January 15, 2027, and the remaining 25% on January 15, 2028. This vesting is subject to the achievement of group-level and individual-level performance targets, which include key performance indicators such as revenue and profit, and individual appraisal results. Vested "New Options" can be exercised for two years from their vesting date, with all unexercised "New Options" lapsing after January 15, 2030.

Following the replacement, the total outstanding options for grantees will be 30,563,500, comprising 8,335,500 vested "Old Options" from the February 28, 2024 grant and the 22,228,000 "New Options." The company stated that no directors, chief executives, substantial shareholders, or connected persons are among the grantees.