REG - Hutchmed China Ltd - LTIP and Share Option Scheme

HUTCHMED (China)Announcement

06/08/2024 10:00

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RNS Number : 3548Z  Hutchmed (China) Limited  06 August 2024

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:

 

 Award Holder                                                                        Maximum amount for the Performance LTIP Awards

 Dr Weiguo Su (Executive Director, Chief Executive Officer and Chief Scientific      US$3,348,180
 Officer)
 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   Share option over Ordinary Shares of US$0.10

      Identification code

                                                                    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.

Price(s)  Volume(s)
 c)   Price(s) and volume(s)                                        Nil       1,405,767

 d)   Aggregated information                                        N/A

      - Aggregated volume
      - Price

 e)   Date of the transaction                                       2024-08-05

 f)   Place of the transaction                                      Outside a trading venue

 

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 (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 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
                                                                     (file:///C:/Users/ncharles/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/4ZM5F9VE/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
                                                                     (mailto:HUTCHMED@fticonsulting.com)
 Zhou Yi, Brunswick                                                  +852 9783 6894 (Mobile) / HUTCHMED@brunswickgroup.com
                                                                     (mailto:HUTCHMED@brunswickgroup.com)

 Nominated Advisor
 Atholl Tweedie / Freddy Crossley / Rupert Dearden, Panmure Liberum  +44 (20) 7886 2500

 

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