TIDMHCM
RNS Number : 6530P
Hutchmed (China) Limited
20 October 2021
Grant of Awards under Long Term Incentive Plan
Hong Kong, Shanghai, & Florham Park, NJ: Wednesday , October
20 , 2021: HUTCHMED (China) Limited ("HUTCHMED") (Nasdaq/AIM: HCM;
HKEX: 13) announces that on October 20 , 2021 , it granted
conditional 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 a
compensation benchmarking research on peer group U.S. and China
biotech 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.
The compensation of the Independent Non-executive Directors ("
INEDs") of HUTCHMED is structured approximately as one-third cash
(in the form of Directors' fees) and two-thirds restricted share
units (in the form of non-performance related LTIP awards). Such
restricted share units vest over four years in lieu of cash. All
Directors' compensation arrangements are approved by the Board of
Directors with the relevant Directors declaring their interest and
abstaining from voting where it relates to their fees/restricted
share units. In addition, the Nomination Committee of HUTCHMED
assesses the independence of all the INEDs every year having regard
to the criteria under the applicable corporate governance code
adopted by the Company. Therefore, the current compensation
arrangements will not compromise the INEDs independence.
Non-performance-related LTIP Award for the HUTCHMED Financial
Year 2021 ("Non-performance LTIP Awards") - a one-off cash amount
was granted to each grantee and will be used by the trustee
administering the LTIP (the "Trustee") to purchase shares in
HUTCHMED ("Shares") which will be subject to a vesting period of
four years. HUTCHMED has granted the following Non-performance LTIP
Awards to the following Directors:
Cash amount for the Non-p erformance
Award Holder LTIP Awards
------------------------------------ ------------------------------------
Mr Simon To (Executive Director) US$ 250,000(1)
Dr Dan Eldar (Non-executive Director US$ 250,000
("NED"))
Ms Edith Shih (NED) US$ 250,000(2)
Mr Paul Carter (INED) US$ 250,000
Dr Karen Ferrante (INED) US$ 250,000
Mr Graeme Jack (INED) US$ 250,000
Professor Tony Mok (INED) US$250,000
Notes:
(1) Similar to the arrangement for his Director's fees, this
cash amount would be used by the Trustee to buy Shares which will
be held by the Trustee until the LTIP concerned is vested, with 25%
to be vested in each of the next four years, whereupon the Shares
will be received by or for the account of his employer, Hutchison
Whampoa (China) Limited
(2) Similar to the arrangement for her Director's fees, this
cash amount would be used by the Trustee to buy Shares which will
be held by the Trustee until the LTIP concerned is vested, with 25%
to be vested in each of the next four years, whereupon the Shares
will be received by or for the account of her employer, Hutchison
International Limited
The cash amount will be used by the Trustee to buy Shares which
will be held by the Trustee until the underlying Non-performance
LTIP Awards are vested. 25% of the Shares bought by the Trustee
will vest on each anniversary of the grant of the Non-performance
LTIP Awards for the next four years.
As each of the Directors is a connected person of HUTCHMED, the
grant of the LTIP Awards to each of them constitutes a connected
transaction of HUTCHMED under Chapter 14A of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the "Hong Kong Listing Rules"). As the grant of the LTIP
Awards to each of the Directors involves an amount less than the
relevant de minimis level, it is fully exempt from the connected
transaction requirements under Chapter 14A of the Hong Kong Listing
Rules pursuant to the exemption under Rule 14A.76.
Further announcements will be made in due course at the time the
Non-performance LTIP Awards are vested, when the number of the
Shares to which each Director is entitled will be known. The above
Directors additionally have the right to elect on acceptance of the
grant of their awards to have part of their awards held (on behalf
of the Director by the Trustee) pending vesting in the form of cash
in order to satisfy any tax liability in respect of their
awards.
The Directors are persons discharging management responsibility
(PDMRs) for the purposes of the Market Abuse Regulation (EU)
596/2014 ("MAR") and the information in this announcement is
provided in accordance with the requirements of Regulation 19(3) of
MAR.
The LTIP does not constitute a share option scheme or an
arrangement analogous to a share option scheme for the purpose of
Chapter 17 of the Hong Kong Listing Rules.
About HUTCHMED
HUTCHMED (Nasdaq/AIM: HCM; HKEX: 13) is an innovative,
commercial-stage, biopharmaceutical company. It is committed to the
discovery, global development and commercialization of targeted
therapies and immunotherapies for the treatment of cancer and
immunological diseases. A dedicated organization of over 1,400
personnel has advanced eleven cancer drug candidates from in-house
discovery into clinical studies around the world, with its first
three oncology drugs now approved and marketed. 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 The Stock Exchange of Hong Kong Limited.
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)
Solebury Trout bmiles@troutgroup.com
Europe - Ben Atwell / Alex Shaw, +44 20 3727 1030 / +44 7771 913 902 (Mobile) / +44 7779 545 055 (Mobile)
FTI Consulting HUTCHMED@fticonsulting.com
Asia - Zhou Yi, +852 9783 6894 (Mobile)
Brunswick HUTCHMED@brunswickgroup.com
Nominated Advisor
Atholl Tweedie / Freddy Crossley,
Panmure Gordon (UK) Limited +44 (20) 7886 2500
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END
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