Grant of Share Options and Awards under LTIP
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Hong Kong, Shanghai, & Florham Park, NJ: Tuesday, June 10, 2025: HUTCHMED (China) Limited ("HUTCHMED" or the "Company") (Nasdaq/AIM: HCM; HKEX: 13) announces that on June 9, 2025, 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 2025 ("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.
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 1,493,435 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 | : | June 9, 2025 |
| Exercise price of share options granted | : | HK$25.50 per Ordinary Share |
| Number of share options granted | : | 1,493,435 Ordinary Shares |
| Closing market price of Ordinary Shares at HKEX on the date of grant | : | HK$25.50 per Ordinary Share |
| Exercise period of the share options | : | From June 9, 2025 to June 8, 2035 |
| 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, 2027 (the "2027 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 2025 to 2027 (the "Performance Targets"). The number of share options to be exercisable will be determined on the date of 2027 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 11,409,825.
- Performance-related LTIP Award ("Performance LTIP Award") - award based on a maximum cash amount, which amount is determined by the achievement of performance targets for the financial years ending December 31, 2025, 2026 and 2027. 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 three weeks after the date of completion of the share purchase for the awards for the financial year ending December 31, 2027. 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 granted the following Performance LTIP Awards to the following Executive Directors, each being a 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 Officer) | US$3,442,787 |
| Mr Johnny Cheng (Executive Director and Chief Financial Officer) | US$779,934 |
An additional 132 employees of the Group have simultaneously been granted Performance 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 |
| a) | Name | HUTCHMED (China) Limited |
| b) | LEI | 2138006X34YDQ6OBYE79 |
| 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: KYG4672N1 198 |
| b) | Nature of the transaction | Grant of options in respect of 1,493,435 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 2025 to 2027 (the "Performance Targets"). The number of share options to be exercisable will be determined on the date of 2027 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 1,493,435 |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 202 5 - 06 - 09 |
| f) | Place of the transaction | Outside a trading venue |
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