Grant of Share Options under Share Option Scheme and Awards
under Long Term Incentive Plan
Hong Kong, Shanghai,
& Florham Park, NJ: Tuesday, August 6, 2024: HUTCHMED (China)
Limited ("HUTCHMED" or the "Company") (Nasdaq/AIM: HCM; HKEX: 13)
announces that on August 5, 2024, it granted share options ("Share
Options") under the Share Option Scheme adopted by HUTCHMED in 2015
(the "Share Option Scheme") and awards ("LTIP Awards") under the
Long Term Incentive Plan adopted by HUTCHMED in 2015
("LTIP").
Aimed at attracting and retaining top talent, the
Remuneration Committee of HUTCHMED appointed an independent advisor
to conduct compensation benchmarking research on a selected peer
group of companies. As a result of this the Remuneration Committee
has 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. In line with this review HUTCHMED
has decided to make the following grant of Share Options and LTIP
Awards.
1. Performance
Related Share Options
HUTCHMED granted Share Options subject to the
Performance Targets (defined below) under its Share Option Scheme
to Dr Weiguo Su (Executive Director, Chief Executive Officer and
Chief Scientific Officer), being a person discharging managerial
responsibility ("PDMR") under the UK Market Abuse Regulation to
subscribe for a total of 1,405,767 ordinary shares with par value
US$0.10 each in the share capital of the Company ("Ordinary
Shares") subject to the acceptance of the grantee. Details of
such Share Options granted are as follows:
|
Date of grant
|
:
|
August 5, 2024
|
|
Exercise price of share options granted
|
:
|
HK$29.20 per Ordinary Share
|
|
Number of share options granted
|
:
|
1,405,767 Ordinary Shares
|
|
Closing market price of Ordinary Shares at HKEX on the
date of grant
|
:
|
HK$29.10 per Ordinary Share
|
|
Exercise period of the share options
|
:
|
From August 5, 2024 to August 4, 2034
|
|
Vesting period of the share options
|
:
|
Vesting will occur two business days after the date of
announcement of the annual results of the Company for the financial
year ending December 31, 2026 (the "2026 Results
Announcement").
|
|
Performance targets
|
:
|
The exercise of the share options is conditional upon
the fulfilment of certain performance targets relating to the Group
over the financial years 2024 to 2026 (the "Performance
Targets"). The number of share options to be exercisable will
be determined on the date of 2026 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.
|
|
Clawback mechanism
|
:
|
The share options may be subject to the clawback
policy of the Company enabling the Company to recover
incentive-based compensation paid to covered executive officers in
the event of mis-statement of the financial statements of the
Company resulting from material non-compliance with financial
reporting requirements.
|
2.
Non-performance Related Share
Options
HUTCHMED granted share options under its Share Option
Scheme to an employee to subscribe for a total of 200,000 Ordinary
Shares subject to the acceptance of the grantee. Details of
such share options granted are as follows:
|
Date of grant
|
:
|
August 5, 2024
|
|
Exercise price of share options granted
|
:
|
HK$29.20 per Ordinary Share
|
|
Number of share options granted
|
:
|
200,000 Ordinary Shares
|
|
Closing market price of Ordinary Shares at HKEX on the
date of grant
|
:
|
HK$29.10 per Ordinary Share
|
|
Exercise period of the share options
|
:
|
From August 5, 2024 to August 4, 2034
|
|
Vesting period of the share options
|
:
|
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.
|
|
Performance targets
|
:
|
No performance targets are attached to the option
granted. The Remuneration Committee of the Company is of the view
that the non-performance related Share Options aims to attract a
key talent to join the management team of the Company and align
with the purpose of the Share Option Scheme.
|
|
Clawback mechanism
|
:
|
The share options may be subject to the clawback
policy of the Company enabling the Company to recover
incentive-based compensation paid to covered executive officers in
the event of mis-statement of the financial statements of the
Company resulting from material non-compliance with financial
reporting requirements.
|
After the above grant of Share Options, the number of
Share Options available for future grant under the scheme mandate
of the Share Option Scheme is 11,422,590.
3.
Performance-related LTIP Award ("Performance LTIP Award") -
award based on a maximum cash amount, which amount is determined by
the achievement of performance targets for the financial years
ending December 31, 2024, 2025 and 2026. The performance
targets are 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
three weeks after the date of completion of the share purchase for
the awards for the financial year ending December 31, 2026.
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 granted the following Performance LTIP Awards
to the following Executive Director, being a PDMR under the UK
Market Abuse Regulation:
|
|
|
Maximum amount for the Performance LTIP Awards
|
|
|
|
|
|
Dr Weiguo Su (Executive
Director, Chief Executive Officer and Chief Scientific Officer)
|
|
US$3,348,180
|
|
Mr Johnny Cheng (Executive
Director and Chief Financial Officer)
|
|
US$759,951
|
An additional 133 employees of the Group have
simultaneously been granted Performance LTIP Awards.
4.
Non-performance-related LTIP Award ("Non-performance LTIP
Award") - a one-off cash amount was granted to each grantee and
will be used by the trustee administering the LTIP (the "Trustee")
to purchase Ordinary Shares in HUTCHMED which will be subject to a
vesting schedule over two years. HUTCHMED granted
Non-performance LTIP Award to an employee of the Group. No
performance targets are attached to the option granted. The
Remuneration Committee of the Company is of the view that the
non-performance related Share Options aims to attract a key talent
to join the management team of the Company and align with the
purpose of the LTIP.
The notification in respect of share options granted
to Dr Su in accordance with the requirements of the UK Market Abuse
Regulation is set out below.
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
Identification code
|
Share option over Ordinary Shares of
US$0.10
Share option over Ordinary Share with DI ISIN:
KYG4672N1016
|
|
b)
|
Nature of the transaction
|
Grant of options in respect of 1,405,767
Ordinary Shares under the Share Option Scheme.
The exercise of the share options is
conditional upon the fulfilment of certain performance targets
relating to the Group over the financial years 2024 to 2026 (the
"Performance Targets"). The number of share options to be
exercisable will be determined on the date of 2026 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.
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
1,405,767
|
|
|
|
|
|
d)
|
Aggregated information
|
-
|
Aggregated volume
|
|
-
|
Price
|
|
N/A
|
|
e)
|
Date of the transaction
|
2024-08-05
|
|
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, global development and commercialization of targeted
therapies and immunotherapies for the treatment of cancer and
immunological diseases. It has approximately 5,000 personnel across
all its companies, at the center of which is a team of about 1,800
in oncology/immunology. Since inception it has focused on bringing
cancer drug candidates from in-house discovery to patients around
the world, with its first three oncology medicines marketed in
China, the first of which is also marketed in the US. For more
information, please visit: www.hutch‑med.com or follow us on
LinkedIn.
Forward-Looking Statements
This announcement contains forward-looking statements within
the meaning of the "safe harbor" provisions of the US 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 US 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
|
+852 2121 8200 /
ir@hutch-med.com
|
|
|
|
Media Enquiries
|
|
|
Ben Atwell / Alex Shaw, FTI
Consulting
|
+44 20 3727 1030 / +44 7771 913 902 (Mobile) / +44 7779 545 055 (Mobile)
/ HUTCHMED@fticonsulting.com
|
|
Zhou Yi, Brunswick
|
+852 9783 6894 (Mobile) / HUTCHMED@brunswickgroup.com
|
|
|
|
Nominated Advisor
|
|
|
Atholl Tweedie / Freddy Crossley /
Rupert Dearden, Panmure Liberum
|
+44 (20) 7886 2500
|