REG - Hutchmed China Ltd - Adoption of the 2025 Long Term Incentive Plan

HUTCHMED (China)Announcement

14/03/2025 09:30

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RNS Number : 5876A  Hutchmed (China) Limited  14 March 2025

 

 

Overseas Announcement -

Adoption of the 2025 Long Term Incentive Plan

 

 

HUTCHMED (China) Limited ("HUTCHMED (https://www.hutch-med.com/) ") notes the
below text, which is from a voluntary announcement released to the Stock
Exchange of Hong Kong Limited on March 14, 2025. The text relates to the
adoption of the 2025 Long Term Incentive Plan with effect from April 24, 2025.

 

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. Since inception it has
focused on bringing drug candidates from in-house discovery to patients around
the world, with its first three medicines marketed in China, the first of
which is also approved in the US, Europe and Japan. 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/) .

 

CONTACTS
 Investor Enquiries                                   +852 2121 8200 / ir@hutch-med.com (mailto:ir@hutch-med.com)

 Media Enquiries
 FTI Consulting -                                     +44 20 3727 1030 / HUTCHMED@fticonsulting.com
                                                      (mailto:HUTCHMED@fticonsulting.com)
     Ben Atwell / Alex Shaw                              +44 7771 913 902 (Mobile) / +44 7779 545 055 (Mobile)
 Brunswick - Zhou Yi                                  +852 9783 6894 (Mobile) / HUTCHMED@brunswickgroup.com
                                                      (mailto:HUTCHMED@brunswickgroup.com)

 Panmure Liberum                                      Nominated Advisor and Joint Broker
 Atholl Tweedie / Freddy Crossley / Rupert Dearden    +44 20 7886 2500

 HSBC                                                 Joint Broker
 Simon Alexander / Alina Vaskina / Arnav Kapoor       +44 20 7991 8888

 Cavendish                                            Joint Broker
 Geoff Nash / Nigel Birks                             +44 20 7220 0500

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this announcement.

 

 

 

 

HUTCHMED (China) Limited
和黃醫藥（中國）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 13)

 

VOLUNTARY ANNOUNCEMENT

ADOPTION OF THE 2025 LONG TERM INCENTIVE PLAN

 

 The current long term incentive plan of the Company will expire on April 24,
 2025. On March 14, 2025, the Board approved the adoption of the 2025 LTIP. The
 2025 LTIP is effective for the period commencing on the Adoption Date and
 expiring on the tenth anniversary of the Adoption Date, unless terminated
 earlier.

 The purpose of the 2025 LTIP is to attract skilled and experienced personnel,
 to incentivize them to remain with the Group and to motivate them to strive
 for the future development and expansion of the Group by providing them with
 the opportunity to receive equity interests in the Company.

 As the Awards under the 2025 LTIP will be satisfied by existing Shares to be
 purchased by the Trustee on-market and it does not involve the grant of new
 Shares or options over new Shares, the 2025 LTIP is not subject to the
 requirements of Rules 17.02 to 17.11 of the Listing Rules and its adoption is
 therefore not subject to approval by Shareholders in general meeting.
 Applicable disclosure requirements under Rule 17.12 of the Listing Rules
 relating to the 2025 LTIP and grant of awards under the scheme will be
 complied with as appropriate.

 

1.      INTRODUCTION

 

The Company adopted its existing long term incentive plan on April 24, 2015,
the term of which will expire on the tenth anniversary of the adoption date.
On March 14, 2025, the Board has approved the adoption of the 2025 LTIP with
effect from April 24,2025.

 

As the Awards under the 2025 LTIP will be satisfied by existing Shares to be
purchased by the Trustee on-market and it does not involve the grant of new
Shares or options over new Shares, the 2025 LTIP is not subject to the
requirements of Rules 17.02 to 17.11 of the Listing Rules and therefore its
adoption is not subject to approval by Shareholders in general meeting.
 Applicable disclosure requirements under Rule 17.12 of the Listing Rules
relating to the 2025 LTIP and grant of awards under the scheme will be
complied with as appropriate.

 

2.      SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 LTIP

 

The following is a summary of the principal terms of the 2025 LTIP.

 

(a)     Purpose

 

The purpose of the 2025 LTIP is to attract skilled and experienced personnel,
to incentivize them to remain with the Group and to motivate them to strive
for the future development and expansion of the Group by providing them with
the opportunity to receive equity interests in the Company.

 

(b)     Awards and Participants

 

Under the 2025 LTIP, awards in the form of contingent rights to receive either
shares or cash payments may be granted to the Directors, directors of the
Company's subsidiaries and employees of the Group who the Board considers, in
its absolute discretion, have contributed or will contribute to the Group.

 

(c)     Administration

 

The 2025 LTIP will be subject to the administration of the Board. The Company
may appoint a professional trustee (the "Trustee") to assist with the
administration and vesting of Awards granted pursuant to the 2025 LTIP. The
Company may direct and procure the Trustee to make on-market purchases of
Shares to be held by the Trustee pending the vesting of the Awards granted and
which will be used to satisfy the Awards upon vesting. The Company shall
provide sufficient funds to the Trustee by whatever means as the Board may in
its absolute discretion determine to enable the Trustee to satisfy its
obligations in connection with the administration and vesting of Awards
granted pursuant to the 2025 LTIP.

 

(d)     Term

 

The 2025 LTIP will be valid and effective for the period commencing on the
Adoption Date and expiring on the tenth anniversary thereof or such earlier
date as the 2025 LTIP is terminated (the "Term"), after which period no
further Awards shall be offered or granted but the provisions of the 2025 LTIP
will remain in full force and effect in all other respects and Awards granted
during the Term shall continue to be valid in accordance with their terms of
grant after the end of the Term.

 

(e)     Grant of Awards

 

Subject to the terms of the 2025 LTIP and the Applicable Listing Rules, the
Board may at any time during the Term make a grant to any Participant, as the
Board may in its absolute discretion select. A grant will be made to a
Participant by notice (the "Notice of Grant") in such form as the Board may
from time to time determine requiring the Participant to undertake to hold the
Award(s) on the terms on which it is to be granted and to be bound by the
terms of the 2025 LTIP and any other terms and conditions as contained in the
Notice of Grant and shall remain open for acceptance by the Participant for
such time to be determined by the Board, provided that no such grant shall be
open for acceptance after the expiry of the Term or after the Participant to
whom the Grant is made has ceased to be a Participant.

 

Awards may be granted on such terms as the Board, at its absolute discretion,
may determine, provided such terms shall not be inconsistent with any other
terms and conditions of the 2025 LTIP.  Such terms may include, among other
things, (i) a minimum period before an Award will vest in whole or in part,
(ii) a performance target that must be reached before an Award will vest in
whole or in part and/or (iii) any other terms, all of which may be imposed (or
not imposed) either on a case-by-case basis or generally.

 

Awards granted under the 2025 LTIP are subject to the provisions of any
clawback policy adopted by the Company and as may be amended from time to
time.

 

(f)      Restrictions on Grants

 

No grant of Awards shall be made to, nor shall any grant of Awards be capable
of acceptance by, any Participant at a time when the Participant would or
might be prohibited from dealing in the Shares by the Applicable Listing Rules
or by any other applicable laws, regulations or rules.

 

 

(g)     Maximum Number of Shares Underlying the Awards

 

The scheme mandate limit (the "Scheme Mandate Limit") refers to the total
number of Shares that underlie the Awards granted pursuant to the 2025 LTIP,
being (i) 5% of the Shares in issue on the Adoption Date (i.e. 43,580,054
Shares, assuming there is no change in the number of issued Shares between
March 14, 2025 and the Adoption Date); or (ii) 5% of the Shares in issue on
the New Approval Date (as defined below).

 

The Scheme Mandate Limit may be renewed subject to prior approval by the Board
but in any event, the total number of Shares that may underlie the Awards
granted following the date of approval of the renewed limit (the "New Approval
Date") under the limit as renewed must not exceed 5% of the Shares in issue as
at the New Approval Date.  Shares underlying the Awards granted pursuant to
the 2025 LTIP (including those outstanding, cancelled or vested Awards) prior
to the New Approval Date will not be counted for the purpose of determining
the maximum aggregate number of Shares that may underlie the Awards granted
following the New Approval Date under the limit as renewed. For the avoidance
of doubt, Shares issued prior to the New Approval Date pursuant to the vesting
of Awards granted pursuant to the 2025 LTIP will be counted for the purpose of
determining the number of Shares in issue as at the New Approval Date.

 

(h)     Vesting of Awards

 

Subject to the terms of the 2025 LTIP and the specific terms applicable to
each Award, an Award will vest on the vesting date in respect of all or a
proportion of the Shares underlying the Award (the "Vesting Date"). If the
vesting of an Award is subject to the satisfaction of performance or other
conditions and such conditions are not satisfied, the Award will be cancelled
automatically on the date on which such conditions are not satisfied.

 

 

(i)      Rights Attaching to the Awards and the Shares

 

A Grantee shall not be entitled to any voting rights, dividends or
distributions in respect of any Shares underlying the Awards granted until
such Shares have been transferred to the Grantee.

 

(j)      Cancellation of Awards

 

An unvested Award shall be cancelled automatically with effect from the date
on which the Grantee's employment or service with the Company or any of its
subsidiaries is terminated for any reason (other than for events that would
entitle the Company and/or any of its subsidiaries to terminate the employment
or service of the Grantee with immediate notice without compensation) prior to
the Vesting Date of the Award, unless the Board determines at its absolute
discretion that such unvested Award shall vest.

 

An unvested Award will be cancelled automatically if:

 

(i)      the Grantee's employment or service is terminated by the Group
for events that would entitle the Company and/or any of its subsidiaries to
terminate the employment or service of the Grantee with immediate notice
without compensation under the relevant employment or service agreement, or
reasons such as theft, fraud, dishonesty, ethical breaches, criminal offenses,
material breaches of agreements between the Grantee and the Group,
misrepresentation, failure to perform duties, or conduct adverse to the
Group's interests;

 

(ii)      the Grantee becomes involved with a competitor of the Group in
certain capacities or performs acts benefiting a competitor;

 

(iii)     the Grantee breaches transferability conditions; and

 

(iv)     the performance or other vesting conditions for the underlying
Shares are not met.

 

The Board may at any time cancel any unvested Awards granted to a Grantee.
Where the Company cancels unvested Awards and makes a grant of new Awards to
the same Grantee, such grant may only be made with available Awards to the
extent not yet granted (excluding the cancelled Awards).

 

(k)     Termination

 

The Board may at any time terminate the 2025 LTIP and in such event, no
further Awards may be granted but in all other respects the terms of the 2025
LTIP shall remain in full force and effect in respect of Awards which are
granted during the Term and which remain unvested immediately prior to the
termination of the 2025 LTIP.

 

3.      DEFINITIONS

 

In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:

 

 "2025 LTIP"                 the long-term incentive scheme adopted by the Company on April 24, 2025

 "Adoption Date"             April 24, 2025, the date on which the 2025 LTIP is adopted by the Company

 "Applicable Listing Rules"  the Listing Rules, the Rules and Regulations for the Securities and Exchange
                             Commission, the AIM Rules for Companies, as amended from time to time and/or
                             such other stock exchange or listing rules as may be applicable to the Company
                             from time to time

 "Award"                     a contingent right to receive either Shares or a cash payment, in either case
                             which is awarded pursuant to the 2025 LTIP

 "Board"                     the board of Directors

 "Company"                   HUTCHMED (China) Limited, a company incorporated in the Cayman Islands with
                             limited liability, the shares of which are listed on the Main Board of the
                             Hong Kong Stock Exchange (stock code: 13), the AIM market of the London Stock
                             Exchange (stock code: HCM) and in the form of American depositary shares on
                             the NASDAQ Global Select Market (ticker symbol: HCM)

 "Directors"                 the directors of the Company

 "Grantee"                   a grantee of an Award pursuant to the 2025 LTIP

 "Group"                     the Company and its subsidiaries or affiliates or any other companies which
                             the Board determines will be a member of the Group

 "Hong Kong Stock Exchange"  The Stock Exchange of Hong Kong Limited

 "Listing Rules"             the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
                             (as amended and supplemented from time to time)

 "Participant"               the participants of the 2025 LTIP as defined in the 2025 LTIP, comprising the
                             Directors (including executive Directors, non-executive Directors and
                             independent non-executive Directors), the directors of the Company's
                             subsidiaries and the employees of the Group who the Board considers, in its
                             absolute discretion, have contributed or will contribute to the Group

 "Shareholders"              holders of the Shares

 "Shares"                    ordinary shares with a nominal value of US$0.10 each in the share capital of
                             the Company

 

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. Since inception it has
focused on bringing drug candidates from in-house discovery to patients around
the world, with its first three medicines marketed in China, the first of
which is also approved in the US, Europe and Japan. For more information,
please visit: www.hutch-med.com (http://www.hutch-med.com) or follow us on
LinkedIn (https://www.linkedin.com/company/hutchmed/) .

 

By Order of the Board

Edith Shih
Non-executive Director and Company Secretary

 

Hong Kong, March 14, 2025

 

As at the date of this announcement, the Directors of the Company are:

 

 Chairman and Non-executive Director:  Non-executive Directors:

 Dr Dan ELDAR                          Ms Edith SHIH

                                       Ms Ling YANG

 Executive Directors:

 Dr Weiguo SU                          Independent Non-executive Directors:

 (Chief Executive Officer and          Mr Paul Rutherford CARTER

Chief Scientific Officer)

                                     (Senior Independent Director)
 Mr CHENG Chig Fung, Johnny

                                     Dr Renu BHATIA
 (Chief Financial Officer)

                                       Dr Chaohong HU

                                       Mr Graeme Allan JACK

                                       Professor MOK Shu Kam, Tony

                                       Mr WONG Tak Wai

 

 

 

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