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:
|
|
|
Cash amount for the Non- Performance LTIP Awards
|
|
|
|
|
|
Dr Weiguo Su (Executive
Director, Chief Executive Officer and Chief Scientific Officer)
|
|
US$500,000
|
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)
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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
Identification code
|
Share option over Ordinary Shares of
US$0.10
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.
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
1,359,561
|
|
|
|
|
|
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 or follow us on
LinkedIn.
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
|
|
|
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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
|
|
Zhou Yi,
Brunswick
|
+852 9783 6894 (Mobile)
HUTCHMED@brunswickgroup.com
|
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Nominated Advisor
|
|
|
Atholl Tweedie / Freddy Crossley /
Daphne Zhang, Panmure Gordon
|
+44 (20) 7886 2500
|