TIDMHCM
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:
Maximum amount for the Performance
Award Holder LTIP Awards
----------------------------------- ----------------------------------
Dr Weiguo Su (Executive Director, US$3,289,770
Chief Executive Officer and Chief
Scientific Officer)
Mr Johnny Cheng (Executive Director US$698,224
and Chief Financial Officer)
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 : US$12.51 per ADS (equivalent to
granted 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 : US$12.51 per ADS (equivalent to
Shares at HKEX on the date of HK$19.52 per Ordinary Share at the
grant conversion rate HK$7.8=US$1)
Exercise period of the share : From June 5, 2023 to June 4, 2033
options
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 61,700 share options represented
and Chief Financial Officer) by 12,340 ADSs
Other eligible employees 1,160,200 share options represented
by 232,040 ADSs
----------------------------------- -----------------------------------
T otal 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 Share option over American Depositary Share (each
instrument 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
------------------------------------------------------- -----------------------------------------------------
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.
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
Europe - Ben Atwell / Alex Shaw +44 20 3727 1030 / +44 7771 913 902 (Mobile) / +44 7779
FTI Consulting 545 055 (Mobile) | HUTCHMED@fticonsulting.com
Asia - Zhou Yi +852 97 83 6894 (Mobile)
Brunswick HUTCHMED@brunswickgroup.com
Nominated Advisor
Atholl Tweedie / Freddy Crossley / Daphne Zhang, Panmure
Gordon +44 (20) 7886 2500
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END
DSHGIGDLDGGDGXL
(END) Dow Jones Newswires
June 06, 2023 05:00 ET (09:00 GMT)
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