AI assistant
CStone Pharmaceuticals — Capital/Financing Update 2022
Jul 21, 2022
50715_rns_2022-07-21_b227846f-5b1a-4d04-a102-f797700de5af.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
Hong 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.
==> picture [116 x 36] intentionally omitted <==
CStone Pharmaceuticals 基石藥業
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2616)
GRANT OF OPTIONS PURSUANT TO THE POST-IPO ESOP
This announcement is made pursuant to Rule 17.06A of the Listing Rules.
The Board announces that on July 21, 2022, the Company offered to grant an aggregate of 5,498,789 Options to 109 Grantees (including 2 senior management and 107 other employees of the Group) in accordance with the terms of the Post-IPO ESOP, subject to acceptance.
Details of the Grant of Options
The details of the Options granted to the Grantees are as follows:
| Grant Date: | July21,2022 |
|---|---|
| Number of Grantees: | 109 |
| Total number of new Shares to be | 5,498,789 |
| subscribed upon exercise of the | |
| Options granted: | |
| Consideration for the Grant of Options: | Nil to be paid by each Grantee upon acceptance of the |
| Options granted | |
| Subscription price of the | HK$5.002per Share |
| Options granted: | |
| Closing price of the Shares on the | HK$4.580per Share |
| Grant Date: | |
| Validity period of the Options: | The validity period of the Options shall be subject to |
| the relevant grant letter to each of the Grantees, which | |
| in any event must not be more than ten years from the | |
| Grant Date and the Options shall lapse at the expiry of | |
| such validity period. |
1
Vesting period of the Options:
4,773,789 of the Options granted to the Grantees shall vest in the Grantees as follows:
-
25% shall vest on the first anniversary of the Grant Date (rounding to the nearest whole Option); and
-
75% shall vest monthly in equal installments over the 36 months (rounding to the nearest whole Option) immediately following the first anniversary of the Grant Date.
725,000 of the Options granted to the Grantees shall vest in the Grantees as follows:
-
25% shall vest on the first anniversary of the Grant Date (rounding to the nearest whole Option);
-
25% shall vest on the second anniversary of the Grant Date (rounding to the nearest whole Option);
-
25% shall vest on the third anniversary of the Grant Date (rounding to the nearest whole Option); and
-
25% shall vest on the fourth anniversary of the Grant Date (rounding to the nearest whole Option).
In each event, the Board has the discretion to accelerate the above vesting schedule of the Options.
The Options granted are subject to the individual performance result and other requirements as set out in the grant letters entered into between the Grantees and the Company.
Subscription Price of Options
The subscription price of the Options of HK$5.002 per Share represents the higher of (i) the closing price of the Shares of HK$4.580 per Share as stated in the daily quotation sheet issued by the Stock Exchange on the Grant Date; and (ii) the average closing price of the Shares of HK$5.002 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five trading days immediately preceding the Grant Date.
Grant of Options to Employees
None of the Grantees is a Director, chief executive or substantial shareholder of the Company nor an associate of any of them (as defined in the Listing Rules). All the 5,498,789 Options were granted to senior management (not being Directors) and other employees of the Group, subject to acceptance by the Grantees.
2
Reasons for and Benefits of the Grant of Options
The purpose of the Grant of Options is to attract and retain employees, to reward selected grantees of the Group for their past contribution to the Company, to provide incentives to selected employees to further contribute to the Group and to align their interests with the best interests of the Company and the Shareholders as a whole.
DEFINITIONS
| “Board” | the board of Directors |
|---|---|
| “Company” | CStone Pharmaceuticals基石藥業, an exempted company with |
| limited liability incorporated under the laws of the Cayman | |
| Islands on December2,2015 | |
| “Directors” | the directors of the Company |
| “Grant of Options” | the grant of an aggregate of5,498,789Options to109Grantees in |
| accordance with the terms of the Post-IPO ESOP | |
| “Grant Date” | July21,2022 |
| “Grantee(s)” | the employees of the Group who were granted Options in |
| accordance with the Post-IPO ESOP on the Grant Date, including | |
| senior management (not being Directors) and other employees of | |
| the Group | |
| “Group” | the Company and its subsidiaries |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s |
| Republic of China | |
| “Listing Rules” | Rules Governing the Listing of Securities on The Stock Exchange |
| of Hong Kong Limited | |
| “Options” | 5,498,789options to subscribe for or acquire5,498,789Shares |
| which were granted under the Post-IPO ESOP | |
| “Post-IPO ESOP” | the post-IPO employee share option plan adopted by the Company |
| on January30,2019, with effect on the listing date of the | |
| Company (i.e. February26,2019) | |
| “Shareholder(s)” | holder(s) of shares in the Company |
3
“Shares”
ordinary shares in the issued capital of the Company with a nominal value of US$0.0001 each
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“substantial shareholder”
has the meaning ascribed to it by the Listing Rules
By order of the Board CStone Pharmaceuticals Dr. Wei Li Chairman
Suzhou, People’s Republic of China, July 21, 2022
As at the date of this announcement, the board of directors of the Company comprises Dr. Wei Li as Chairman and non-executive director, Dr. Frank Ningjun Jiang as executive director, Mr. Kenneth Walton Hitchner III, Mr. Yanling Cao, Mr. Xianghong Lin and Mr. Edward Hu as non-executive directors, and Dr. Paul Herbert Chew, Mr. Ting Yuk Anthony Wu and Mr. Hongbin Sun as independent non-executive directors.
4