REG - Hutchmed China Ltd - LTIP and Share Option Scheme

HUTCHMED (China)Announcement

06/06/2023 10:00

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RNS Number : 7938B  Hutchmed (China) Limited  06 June 2023

 
Grant of Awards under Long Term Incentive Plan and Share Options under Share Option Scheme

 

Hong Kong, Shanghai, & Florham Park, NJ: Tuesday, June 6, 2023: HUTCHMED
(China) Limited ("HUTCHMED") (Nasdaq/AIM: HCM; HKEX: 13) announces that on
June 5, 2023, 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 2023
("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, 2023.  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 two business days after the date of announcement of the annual
results of HUTCHMED for the financial year ending December 31, 2025.  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 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$3,289,770
 Officer)
 Mr Johnny Cheng (Executive Director and Chief Financial Officer)                    US$698,224

 

An additional 839 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 68 employees
to subscribe for a total of 1,221,900 ordinary shares with par value US$0.10
each in the share capital of the Company ("Ordinary Shares") represented by
244,380 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                                                         :  June 5, 2023

 Exercise price of share options granted                               :  US$12.51 per ADS (equivalent to HK$19.52 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                                       :  1,221,900 represented by 244,380 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$12.51 per ADS (equivalent to HK$19.52 per Ordinary Share at the conversion

                                                                        rate HK$7.8=US$1)

 Exercise period of the share options                                  :  From June 5, 2023 to June 4, 2033

 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 stipulated in the option grants. One of the main
                                                                          purposes of the Share Option Scheme is to retain key talent and acknowledge
                                                                          and reward their contribution to the Group. The share options vest over a time
                                                                          period of four years and only vest if the grantee remains an employee of the
                                                                          Group. The Share Option Scheme provides the grantees with an opportunity to
                                                                          become owners of the Company, which aligns their interests with those of other
                                                                          shareholders.

 Clawback mechanism                                                    :  The share options are not currently subject to any clawback arrangements. The
                                                                          Company is actively considering such arrangements in light of the new proposed
                                                                          listing standards which would require most US-listed companies to adopt a
                                                                          policy providing for the recoupment of excess incentive-based compensation
                                                                          received by current or former executive officers due to certain misstatements
                                                                          of the company's financial reports. The proposed listing standards, when they
                                                                          become effective, will apply to the Company as a foreign private issuer listed
                                                                          on Nasdaq.

                                                                          Having considered that (i) the share options to the grantees are partly a
                                                                          recognition for their past contributions to the Group; (ii) the share options
                                                                          are subject to a total vesting period of four years; and (iii) the share
                                                                          option scheme provides for circumstances under which the share options or any
                                                                          part thereof shall lapse in the event that grantees cease to be employed or
                                                                          engaged by the Group due to any misconduct or any other conduct which would
                                                                          justify the termination of their employment or appointment for cause, the
                                                                          Remuneration Committee and the Board consider that an additional clawback
                                                                          provision is not necessary at this stage.

 

HUTCHMED has granted share options to the following Executive Director, being
PDMR under the UK Market Abuse Regulation, as well as other eligible
employees, as outlined below:

 

 Grantees                                                              Number of share options

 Mr Johnny Cheng (Executive Director and Chief Financial Officer)      61,700 share options represented by 12,340 ADSs
 Other eligible employees                                              1,160,200 share options represented by 232,040 ADSs
 Total                                                                 1,221,900 share options represented by 244,380 ADSs

 

As at the date of this announcement, the number of share options available for
future grant under the scheme mandate of the Share Option Scheme is
12,426,943.

 

 

 

The notification set out below is provided in accordance with the requirements
of the UK Market Abuse Regulation.

 

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   Share option over American Depositary Share (each equating to five Ordinary

                                                             Shares of US$0.10)

      Identification code

                                                                    Share option over American Depositary Share with ADS ISIN: US44842L1035

 b)   Nature of the transaction                                     Grant of options in respect of 61,700 Ordinary Shares represented by 12,340

                                                             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       61,700

 d)   Aggregated information                                        N/A

      - Aggregated volume
      - Price

 e)   Date of the transaction                                       2023-06-05

 f)   Place of the transaction                                      Outside a trading venue

 

d)

 

Aggregated information

 -  Aggregated volume
 -  Price

 

N/A

 

e)

 

Date of the transaction

 

2023-06-05

 

 

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 and global
development and commercialization of targeted therapies and immunotherapies
for the treatment of cancer and immunological diseases. It has more than 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 drugs now approved and marketed in China. For
more information, please visit: 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) 306 4490

 Media Enquiries
 Americas - Brad Miles,                                           +1 (917) 570 7340 (Mobile)

 Solebury Strategic Communications                                bmiles@soleburystrat.com (mailto:bmiles@soleburystrat.com)
 Europe - Ben Atwell / Alex Shaw                                  +44 20 3727 1030 / +44 7771 913 902 (Mobile) /

                                                                +44 7779 545 055 (Mobile) | HUTCHMED@fticonsulting.com
 FTI Consulting                                                   (mailto:HUTCHMED@fticonsulting.com)
 Asia - Zhou Yi                                                   +852 9783 6894 (Mobile)

 Brunswick                                                        HUTCHMED@brunswickgroup.com (mailto:HUTCHMED@brunswickgroup.com)

 Nominated Advisor
 Atholl Tweedie / Freddy Crossley / Daphne Zhang, Panmure Gordon  +44 (20) 7886 2500

 

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