REG - Hutchmed China Ltd - LTIP and Share Options

HUTCHMED (China)Announcement

24/05/2022 11:00

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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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