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RNS Number : 6002M Hutchmed (China) Limited 24 May 2022
Grant of Awards under Long Term Incentive Plan and Share Options under Share Option Scheme
Hong Kong, Shanghai, & Florham Park, NJ: Tuesday, May 24, 2022: HUTCHMED
(China) Limited ("HUTCHMED") (Nasdaq/AIM: HCM; HKEX: 13) announces that on May
23, 2022, it granted conditional awards ("LTIP Awards") under the Long Term
Incentive Plan adopted by HUTCHMED in 2015 ("LTIP") and share options under
the Share Option Scheme adopted by HUTCHMED in 2015 (the "Share Option
Scheme").
Aimed at attracting and retaining top talent, the Remuneration Committee of
HUTCHMED appointed an independent advisor to conduct a compensation
benchmarking research on selected peer group companies. The Remuneration
Committee comprehensively reviewed the compensation and share-based incentives
policies of HUTCHMED and its subsidiaries (the "Group") and established an
attractive policy to ensure the Group is able to recruit and retain top
talent. Vesting of share-based awards under the policy is in line with that
peer group.
1. Performance-related LTIP Award for the HUTCHMED Financial Year 2022
("Performance LTIP Awards") - award based on a maximum cash amount, which
amount is determined by the achievement of performance targets for the
financial year ending December 31, 2022. The performance targets will be
determined by the Remuneration Committee of HUTCHMED based on the strategic
objectives of HUTCHMED.
The Shares, to be purchased by the Trustee following determination of the cash
amount based on actual achievement of performance targets, will then be held
by the Trustee until the related underlying LTIP Awards are vested. Vesting
will occur two business days after the date of announcement of the annual
results of HUTCHMED for the financial year ending December 31, 2024. Vesting
will also depend upon the continued employment of the award holder with the
Group and will otherwise be at the discretion of the Board of Directors of
HUTCHMED.
HUTCHMED has granted the following Performance LTIP Awards to the following
Executive Directors, being persons discharging managerial responsibility
("PDMR") under the UK Market Abuse Regulation:
Award Holder Maximum amount for the Performance LTIP Awards
Dr Weiguo Su (Executive Director, Chief Executive Officer and Chief Scientific US$3,232,845
Officer)
Mr Johnny Cheng (Executive Director and Chief Financial Officer) US$680,242
An additional 841 employees of the Group have simultaneously been granted
Performance LTIP Awards.
2. Share Option Scheme
HUTCHMED granted share options under its Share Option Scheme to 86 employees
to subscribe for a total of 5,930,820 ordinary shares with par value US$0.10
each in the share capital of the Company ("Ordinary Shares") represented by
1,186,164 American Depositary Shares ("ADSs") (each equivalent to five
Ordinary Shares) subject to the acceptance of the grantee. Details of such
share options granted are as follows:
Date of grant : May 23, 2022
Exercise price of share options granted : US$10.75 per ADS (equivalent to HK$16.77 per Ordinary Share at the conversion
rate HK$7.8=US$1) (such exercise price has been determined by reference to the
price of the Ordinary Shares on The Stock Exchange of Hong Kong Limited
("HKEX"))
Number of share options granted : 5,930,820 represented by 1,186,164 ADSs (five share options shall entitle the
holder thereof to subscribe for one ADS)
Closing market price of Ordinary Shares at HKEX on the date of grant : US$10.49 per ADS (equivalent to HK$16.36 per Ordinary Share at the conversion
rate HK$7.8=US$1)
Validity period of the share options : From May 23, 2022 to May 22, 2032
Vesting period of the share options : Except for the share options granted to Dr Weiguo Su (details are set out
below), the share options will vest at 25% on each of the first, second, third
and fourth anniversaries of the date of grant of the share options.
Among the share options granted, a total of 1,307,820 share options
represented by 261,564 ADSs were granted to Dr Weiguo Su and Mr Johnny Cheng
(Executive Directors of the Company), being PDMRs under the UK Market Abuse
Regulation as follows:-
Grantee Number of share options granted
Dr Weiguo Su (Executive Director, Chief Executive Officer and Chief Scientific 861,220 Ordinary Shares represented by 172,244 ADSs
Officer)
Mr Johnny Cheng (Executive Director and Chief Financial Officer) 446,600 Ordinary Shares represented by 89,320 ADSs
For the share options granted to Dr Weiguo Su, the exercise of the share
options is conditional upon the fulfilment of certain performance targets
relating to the Group over the financial years 2022 to 2024 (the "Performance
Targets"). The number of share options to be exercisable will be determined
on the date of announcement of the annual results of the Company for the
financial year ending December 31, 2024 (the "2024 Results Announcement").
Vesting will occur two business days after the 2024 Results Announcement.
The Performance Targets have been determined by the Board and specified in the
grant letter of Dr Su. To the extent that the Performance Targets have not
been met, the relevant number of share options granted to Dr Su will lapse.
The notification set out below is provided in accordance with the requirements
of the UK Market Abuse Regulation.
(a) Dr Weiguo Su
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Dr Weiguo Su
2 Reason for the notification
a) Position/status Executive Director, Chief Executive Officer and Chief Scientific Officer
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name HUTCHMED (China) Limited
b) LEI 2138006X34YDQ6OBYE79
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Option over American Depositary Share (each equating to five Ordinary Shares
of US$0.10)
Identification code
Option over American Depositary Share with ADS ISIN: US44842L1035
b) Nature of the transaction Grant of options in respect of 861,220 Ordinary Shares represented by 172,244
ADSs under the Share Option Scheme.
The exercise of the share options is conditional upon the fulfilment of the
Performance Targets. The number of share options to be exercisable will be
determined on the date of the 2024 Results Announcement. Vesting will occur
two business days after the 2024 Results Announcement. The Performance
Targets have been determined by the Board and specified in the grant letter of
Dr Su. To the extent the Performance Targets have not been met, the relevant
number of share options granted to Dr Su will lapse.
Price(s) Volume(s)
c) Price(s) and volume(s) Nil 861,220
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 2022-05-23
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
2022-05-23
f)
Place of the transaction
Outside a trading venue
(b) Mr Johnny Cheng
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Mr Johnny Cheng
2 Reason for the notification
a) Position/status Executive Director and Chief Financial Officer
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name HUTCHMED (China) Limited
b) LEI 2138006X34YDQ6OBYE79
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Option over American Depositary Share (each equating to five Ordinary Shares
of US$0.10)
Identification code
Option over American Depositary Share with ADS ISIN: US44842L1035
b) Nature of the transaction Grant of options in respect of 446,600 Ordinary Shares represented by 89,320
ADSs under the Share Option Scheme.
The share options granted are exercisable subject to a vesting schedule of 25%
on each of the first, second, third and fourth anniversaries of the effective
date of grant.
Price(s) Volume(s)
c) Price(s) and volume(s) Nil 446,600
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 2022-05-23
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
2022-05-23
f)
Place of the transaction
Outside a trading venue
About HUTCHMED
HUTCHMED (Nasdaq/AIM: HCM; HKEX: 13) is an innovative, commercial-stage,
biopharmaceutical company. It is committed to the discovery and global
development and commercialization of targeted therapies and immunotherapies
for the treatment of cancer and immunological diseases. It has more than 4,600
personnel across all its companies, at the center of which is a team of over
1,700 in oncology/immunology. Since inception it has advanced 12 cancer drug
candidates from in-house discovery into clinical studies around the world,
with its first three oncology drugs now approved and marketed in China. For
more information, please visit: www.hutch-med.com (https://www.hutch-med.com/)
or follow us on LinkedIn (https://www.linkedin.com/company/hutchmed/) .
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of
the "safe harbor" provisions of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements involve risks and uncertainties.
Existing and prospective investors are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date hereof.
For further discussion of these and other risks, see HUTCHMED's filings with
the U.S. Securities and Exchange Commission, on AIM and on HKEX. HUTCHMED
undertakes no obligation to update or revise the information contained in this
announcement, whether as a result of new information, future events or
circumstances or otherwise.
CONTACTS
Investor Enquiries
Mark Lee, Senior Vice President +852 2121 8200
Annie Cheng, Vice President +1 (973) 567 3786
Media Enquiries
Americas - Brad Miles, +1 (917) 570 7340 (Mobile)
bmiles@troutgroup.com (mailto:bmiles@troutgroup.com)
Solebury Trout
Europe - Ben Atwell / Alex Shaw, +44 20 3727 1030 / +44 7771 913 902 (Mobile) /
+44 7779 545 055 (Mobile)
FTI Consulting HUTCHMED@fticonsulting.com
(file:///C%3A/Users/ncharles/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/2CF922J0/HUTCHMED@fticonsulting.com)
Asia - Zhou Yi, +852 9783 6894 (Mobile)
Brunswick HUTCHMED@brunswickgroup.com
(file:///C%3A/Users/ncharles/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/2CF922J0/HUTCHMED@brunswickgroup.com)
Nominated Advisor
Atholl Tweedie / Freddy Crossley, +44 (20) 7886 2500
Panmure Gordon (UK) Limited
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