REG - Hutchmed China Ltd - LTIP and Share Option Scheme

HUTCHMED (China)Announcement

14/03/2024 09:00

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RNS Number : 8591G  Hutchmed (China) Limited  14 March 2024

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

 

Hong Kong, Shanghai, & Florham Park, NJ: Thursday, March 14, 2024:
HUTCHMED (China) Limited ("HUTCHMED" or the "Company") (Nasdaq/AIM: HCM; HKEX:
13) announces that on March 14, 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 1,359,561 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                                                         :  March 13, 2024

 Exercise price of share options granted                               :  HK$28.35 per Ordinary Share

 Number of share options granted                                       :  1,359,561 Ordinary Shares

 Closing market price of Ordinary Shares at HKEX on the date of grant  :  HK$28.35 per Ordinary Share

 Exercise period of the share options                                  :  From March 13, 2024 to March 12, 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, 2025
                                                                          (the "2025 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
                                                                          2023 to 2025 (the "Performance Targets").  The number of share options to be
                                                                          exercisable will be determined on the date of 2025 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.

 

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
11,678,982.

 

2. 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 four years.
HUTCHMED granted the following Non-performance LTIP Awards to the following
Executive Director, being a PDMR under the UK Market Abuse Regulation:

 

 Award Holder                                                                        Cash amount for the Non- Performance LTIP Awards

 Dr Weiguo Su (Executive Director, Chief Executive Officer and Chief Scientific      US$500,000
 Officer)

 

The non-performance-related LTIP Award was granted to Dr Su in recognition of
his contribution to the Company in his dual role as Chief Executive Officer
and Chief Scientific Officer.

 

Another employee of the Group has simultaneously been granted non-performance
related LTIP Awards.

 

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 1,359,561 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
                                                                    2023 to 2025 (the "Performance Targets").  The number of share options to be
                                                                    exercisable will be determined on the date of 2025 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       1,359,561

 d)   Aggregated information                                        N/A

      - Aggregated volume
      - Price

 e)   Date of the transaction                                       2024-3-13

 f)   Place of the transaction                                      Outside a trading venue

 

d)

 

Aggregated information

 -  Aggregated volume
 -  Price

 

N/A

 

e)

 

Date of the transaction

 

2024-3-13

 

 

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 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 medicines marketed in China, the first of which is
also marketed in the U.S.. 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                                               +852 2121 8200 / ir@hutch-med.com (mailto:ir@hutch-med.com)

 Media Enquiries
 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)
 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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