Full Press Release Details
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,
make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this announcement.
ASCENTAGE PHARMA GROUP INTERNATIONAL
(Incorporated in the Cayman Islands
with limited liability)
FURTHER GRANT OF AWARDS UNDER
2022 RSU SCHEME; AND
GRANT OF OPTIONS UNDER THE POST IPO
References are made to (i) the announcements
of Ascentage Pharma Group International (the "Company", together with its subsidiaries, the "Group")
dated February 2, 2021, June 23, 2022 and July 14, 2022 (the "Announcements"); (ii) the circular of the Company dated
April 30, 2025 (the "Circular"); and (iii) the poll results announcement of the Company dated May 19, 2025 in relation
to, among other things, the adoption of the 2022 RSU Scheme and the amendments to the 2022 RSU Scheme, and adoption of the Post IPO Share
Option Scheme and the amendments to the Post IPO Share Option Scheme. Unless otherwise defined, capitalized terms used herein shall have
the same meanings as those defined in the Announcements and the Circular.
FURTHER GRANT OF AWARDS UNDER THE 2022 RSU SCHEME
The Board announces that as of the
date of this announcement, 1,304,457 RSUs (the "2022 Awards"), representing 1,304,457 Shares, have been granted
under the 2022 RSU Scheme to 146 selected persons (the "2022 Selected Persons") of the 2022 RSU Scheme (the
"2022 Further Grant"), among which (i) 143,363 RSUs are granted to Dr. Yang Dajun, the executive Director and the
chief executive officer of the Company; (ii) 55,930 RSUs are granted to two non-executive Directors, namely, Dr. Wang Shaomeng and
Dr. Lu Simon Dazhong; (iii) 170,445 RSUs are granted to six independent non-executive Directors, namely Mr. Ye Changqing, Mr. Ren
Wei, Dr. David Sidransky, Ms. Marina S. Bozilenko, Dr. Debra Yu and Dr. Marc E. Lippman, MD; (iv) 127,201 RSUs are granted to Dr.
Zhai Yifan, the chief medical officer and a substantial shareholder of the Company; and (v) 170,000 RSUs are granted to eight
Service Providers (being consultants who are experts in research and development, clinical trials and academia who provides
consultancy services and/or other professional services to any member of the Group in connection with drug development and clinical
trials in the ordinary and usual course of business of the Group which is in the interests of the long term growth of the
The 2022 Awards granted under the 2022
Further Grant would be satisfied by the allotment and issuance of Shares to the trustee of the 2022 RSU Scheme (the "2022 Trustee")
to be held by the 2022 Trustee for such purpose under the Scheme Mandate Limit (and the Service Provider Sublimit for the 2022 Selected
Persons who are Service Providers) granted to the Board by the Shareholders at the annual general meeting of the Company held on May 19,
2025 to grant share options, RSUs and any other share options and/or awards over new Shares of the Company under all share schemes of
the Company up to the limit of 10% (and 1% with respect to the Service Provider Sublimit) of the then total number of issued Shares (excluding
treasury Shares), being the mandate currently available to the Company.
The underlying Shares of the 2022 Awards
to be granted to the 2022 Selected Persons under the 2022 Further Grant represent approximately 0.35% of the total issued share capital
of the Company as at the date of this announcement, and approximately 0.35% of the enlarged total issued share capital of the Company
(assuming there will be no change to the total issued share capital from the date of this announcement up to the exercise of the 2022
Awards granted to the 2022 Selected Persons under the 2022 Further Grant other than the abovementioned allotment and issuance of Shares
by the Company to the 2022 Trustee).
The new Shares to be allotted and issued
by the Company to the 2022 Trustee under the grant of 2022 Awards to the 2022 Selected Persons under the 2022 Further Grant will rank
pari passu in all respects among themselves and with all the Shares in issue from time to
time. The Listing Committee of the Stock Exchange has granted approval for the listing of, and permission to deal in, the new Shares underlying
the 2022 Awards which may be granted under the 2022 RSU Scheme using the Scheme Mandate Limit.
The 2022 Further Grant has been approved
by the Board and the Remuneration Committee. Mr. Ren Wei, Mr. Ye Changqing and Dr. Debra Yu, the chairman and members of the Remuneration
Committee, respectively, have a material interest in the 2022 Further Grant, and save for Mr. Ren Wei, Mr. Ye Changqing and Dr. Debra
Yu who have abstained from the relevant resolutions of the Remuneration Committee in respect of the grant of RSUs to each of them, the
other members of the Remuneration Committee did not abstain from the relevant resolutions in respect of the grant of RSUs to the other
Directors. Dr. Yang Dajun, Dr. Wang Shaomeng, Dr. Lu Simon Dazhong, Mr. Ye Changqing, Mr. Ren Wei, Dr. David Sidransky, Ms. Marina S.
Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD have each abstained from voting on the relevant Board resolution in respect of the grant
of RSUs to each of them. Dr. Yang Dajun, who is the spouse of Dr. Zhai Yifan, also abstained from voting on the relevant Board resolution
in respect of the grant of RSUs to Dr. Zhai Yifan. Save as disclosed above, no other Director has a material interest in the grant of
2022 Awards to the 2022 Selected Persons under the 2022 Further Grant and therefore did not abstain from voting on the relevant Board
The Directors (including the independent
non-executive Directors) are of the view that the 2022 Further Grant is conducted on normal commercial terms, and is fair and reasonable
and in the interests of the Company and the Shareholders as a whole.
The details of the 2022 Further Grant are set out as follows:
Date of the 2022 Further Grant: November 26,
The grantees and the corresponding number of RSU granted:
| Dr. Yang Dajun (executive Director and chief executive officer of the Company) | 143,363 RSUs | |||
| Dr. Wang Shaomeng (non-executive Director) | 27,965 RSUs | |||
| Dr. Lu Simon Dazhong (non-executive Director) | 27,965 RSUs | |||
| Mr. Ye Changqing (independent non-executive Director) | 28,850 RSUs | |||
| Mr. Ren Wei (independent non-executive Director) | 28,850 RSUs | |||
| Dr. David Sidransky (independent non-executive Director) | 28,850 RSUs | |||
| Ms. Marina S. Bozilenko (independent non-executive Director) | 27,965 RSUs | |||
| Dr. Debra Yu (independent non-executive Director) | 27,965 RSUs | |||
| Marc E. Lippman, MD (independent non-executive Director) | 27,965 RSUs | |||
| Dr. Zhai Yifan (chief medical officer and a substantial shareholder of the Company) | 127,201 RSUs | |||
| 8 Service Providers | 170,000 RSUs | |||
| 128 other employees of the Company | 637,518 RSUs |
| Total number of RSUs granted: | 1,304,457 RSUs, representing 1,304,457 Shares | |
| Purchase price (as defined under Rule 17.01A of the Listing Rules) of the 2022 Awards granted under the 2022 Further Grant: | The 2022 Selected Persons are not required to pay any purchase price (as defined under Rule 17.01A of the Listing Rules) for the 2022 Awards granted under the 2022 Further Grant. | |
| Closing price of the H Shares on the date of the 2022 Further Grant: | HK$63.35 | |
| Vesting of the RSUs: | The 2022 Awards shall vest in accordance with the vesting criteria, conditions and time schedule as determined by the Board in its sole and absolute discretion with reference to, among other things, the location at which the abovementioned 2022 Selected Person is based and the commencement date or duration of their employment. The Board has determined that: | |
| (i) 1,054,246 RSUs granted to 138 2022 Selected Persons (including 143,363 RSUs, 103,365 RSUs and 170,000 RSUs granted to Dr. Yang Dajun, Dr. Zhai Yifan and the eight Service Providers, respectively) under the 2022 Further Grant shall vest in four tranches equally on November 26, 2026, November 26, 2027, November 26, 2028 and November 26, 2029, respectively; | ||
| (ii) 23,836 RSUs granted to Dr. Zhai Yifan under the 2022 Further Grant shall vest on November 26, 2025; and | ||
| (iii) 226,375 RSUs granted to 8 2022 Selected Persons (being the 27,965 RSUs, 27,965 RSUs, 28,850 RSUs, 28,850 RSUs, 28,850 RSUs, 27,965 RSUs, 27,965 RSUs, and 27,965 RSUs granted to Dr. Wang Shaomeng, Dr. Lu Simon Dazhong, Mr. Ye Changqing, Mr. Ren Wei, Dr. David Sidransky, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD, respectively) under the 2022 Further Grant shall vest in three equal tranches on November 26, 2026, November 26, 2027 and November 26, 2028, respectively. |
| The vesting period of part of the abovementioned 2022 Awards granted to Dr. Zhai Yifan is less than 12 months as the 2022 Further Grant is to reward the 2022 Selected Persons who have demonstrated outstanding performance and who are core talents which the Group is eager to retain. Pursuant to the 2022 RSU Scheme, the vesting period of RSUs granted to Employee Participants may, at the discretion of the Board, be shorter where the grants of RSUs are granted as the year-end bonus of such Employee Participants. As such, it is permissible for the vesting period of part of the RSUs granted under the RSU Grants to be less than 12 months. In any event, the Directors and the Remuneration Committee are of the view that a vesting period of less than 12 months for part of the 2022 Awards granted to Dr. Zhai Yifan under the 2022 Further Grant is appropriate and aligns with the purposes of the 2022 RSU Scheme as (i) it rewards the great contribution made by Dr. Zhai Yifan to the development and growth of the Group; (ii) it incentivizes Dr. Zhai Yifan to further provide essential input in the Group's strategic development in the long run; and (iii) it is in line with the remuneration policy of the Group. | ||
| Performance targets attached to the 2022 Awards granted under the 2022 Further Grant: | The vesting of the 2022 Awards granted under the 2022 Further Grant will be subject to the 2022 Selected Persons having obtained a satisfactory score as determined by the Board in their annual performance review. | |
| Claw back mechanism: | The Company can clawback any unvested RSUs by treating them as automatically lapsed immediately where, among other things, | |
| (i) the 2022 Selected Person's employment or service terminates for any reason of the 2022 Awards; prior to the date of vesting |
| (ii) the 2022 Selected Person makes any attempt or takes any action to sell, transfer, assign, charge, mortgage, encumber, hedge or create any interest in favour of any other person over or in relation to any RSUs or any interests or benefits pursuant to the RSUs; (iii) the 2022 Selected Person fails, during the course of his employment, to devote the whole of his time and attention to the business of the Group or to use his best endeavours to develop the business and interests of the Group; or (iv) the 2022 Selected Person is in breach of his contract of employment with or any other obligation to the Group. | ||
| Financial assistance: | None of the members of the Group has provided any financial assistance to the 2022 Selected Persons to facilitate the purchase of shares of the Company under the 2022 RSU Scheme. | |
| Number of Shares available for future grant under the 2022 RSU Scheme Limit subsequent to the 2022 Further Grant: | 5,521,105 Shares | |
| Reasons for and benefits of the 2022 Further Grant: | The Board and the Remuneration Committee consider that the purpose of the 2022 Further Grant to 2022 Selected Persons who are not Service Providers is to incentivize the existing directors for their contribution to our Group, to attract, motivate and retain skilled and experienced personnel to strive for the future development and expansion of the Group by providing them with the opportunity to own equity interests in the Company. The Company believes that the 2022 Further Grant (i) rewards the great contribution made by the 2022 Selected Persons to the development and growth of the Group; and (ii) incentivizes the 2022 Selected Persons to further provide essential input in the Group's strategic development in the long run. | |
| The Board and the Remuneration Committee consider that the purpose of the 2022 Further Grant to Service Providers is to incentivize these consultants who provide services for the drug development and clinical trials in the ordinary and usual course of business of the Group which is in the interests of the long term growth of the Group; and such grant of RSUs to the Service Providers aligns with the Group's business needs and industry norms due to their critical role in supporting the core business operations of the Group by contributing their advice to the success of drug development, clinical trials and commercialization. |
Pursuant to Rule 17.04(1) of the
Listing Rules, the further grant of 2022 Awards to Dr. Yang Dajun, Dr. Wang Shaomeng, Dr. Lu Simon Dazhong and Dr. Zhai Yifan had
been approved by the independent non-executive Directors, while the further grant of 2022 Awards to each of Mr. Ye Changqing, Mr.
Ren Wei, Dr. David Sidransky, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD had been approved by the independent
non-executive Directors (excluding the respective independent non-executive Director who is the proposed 2022 Selected Person).
Save as disclosed above, none of the 2022
Selected Persons is a Director, chief executive or substantial shareholder of the Company or an associate of any of them. The 2022 Further
Grant would not result in the options and awards granted and to be granted to each individual grantee in the 12-month period up to and
including the date of such grant in aggregate to exceed 0.1% (for 2022 Selected Persons who are directors of the Company, and Dr. Zhai
Yifan) or 1% (for the other 2022 Selected Persons) of the Shares in issue (excluding treasury Shares). As such, the grant of 2022 Awards
to the 2022 Selected Persons under the 2022 Further Grant will not be subject to approval by the Shareholders in accordance with Rules
17.03D(1) or 17.04(4) of the Listing Rules.
GRANT OF OPTIONS UNDER THE POST IPO SHARE OPTION SCHEME
The Board announces that as of the date
of this announcement, the Company granted 736,607 Options to 34 grantees (the "Option Grantees") with rights to subscribe
for an aggregate of 736,607 ordinary shares of the Company upon exercise of such Options in accordance with the terms of the Post IPO
Share Option Scheme (the "Option Grant"), subject to acceptance of the Option Grantees, among which (i) 143,363 Options
are granted to Dr. Yang Dajun, the executive Director and the chief executive officer of the Company; (ii) 35,930 Options are granted
to two non-executive Directors, namely, Dr. Wang Shaomeng and Dr. Lu Simon Dazhong; (iii) 110,445 Options are granted to six independent
non-executive Directors, namely Mr. Ye Changqing, Mr. Ren Wei, Dr. David Sidransky, Ms. Marina S. Bozilenko, Dr. Debra Yu and Dr. Marc
E. Lippman, MD; (iv) 103,364 Options are granted to Dr. Zhai Yifan, the chief medical officer and a substantial shareholder of the Company;
(v) 80,000 Options are granted to seven Service Providers (being consultants who are experts in research and development, clinical trials
and academia who provides consultancy services and/or other professional services to any member of the Group in connection with drug development
and clinical trials in the ordinary and usual course of business of the Group which is in the interests of the long term growth of the
The Options granted under the Option Grant
would be satisfied by the allotment and issuance of Shares to the Option Grantees under the Scheme Mandate Limit (and the Service Provider
Sublimit for the Option Grantees who are Service Providers) granted to the Board by the Shareholders at the annual general meeting of
the Company held on May 19, 2025 to grant share options, RSUs and any other share options and/or awards over new Shares of the Company
under all share schemes of the Company up to the limit of 10% (and 1% with respect to the Service Provider Sublimit) of the then total
number of issued Shares (excluding treasury Shares), being the mandate currently available to the Company.
The underlying Shares of the Options to
be granted to the Option Grantees under the Option Grant represent approximately 0.20% of the total issued share capital of the Company
as at the date of this announcement, and approximately 0.20% of the enlarged total issued share capital of the Company (assuming there
will be no change to the total issued share capital from the date of this announcement up to the exercise of the Options granted to the