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Name | | | Position(s) | | | Directors Since | | | Age | |
Donald W. Glazer | | | Director | | | 2013 | | | 76 | |
Michael Goller | | | Director | | | 2015 | | | 46 | |
Thomas Malley | | | Director | | | 2016 | | | 52 | |
Corazon (Corsee) D. Sanders | | | Director | | | 2020 | | | 64 | |
Name | | | Position(s) | | | Director Since | | | Age | |
John V. Oyler | | | Director | | | 2010 | | | 53 | |
Timothy Chen | | | Director | | | 2016 | | | 64 | |
Jing-Shyh (Sam) Su | | | Director | | | 2018 | | | 68 | |
Xiaodong Wang | | | Director | | | 2016 | | | 58 | |
Anthony C. Hooper | | | Director | | | 2020 | | | 66 | |
Ranjeev Krishana | | | Director | | | 2014 | | | 47 | |
Qingqing Yi | | | Director | | | 2014 | | | 49 | |
| | | 2020 | | | 2019 | | ||||||||||||
Fee Category | | | Ernst & Young Hua Ming LLP | | | Ernst & Young | | | Total | | | Ernst & Young Hua Ming LLP | | | Ernst & Young | | | Total | |
Audit Fees(1) | | | US$3,313 | | | US$498 | | | US$3,811 | | | US$1,821 | | | US$369 | | | US$2,190 | |
Tax Fees(2) | | | — | | | 25 | | | 25 | | | — | | | 24 | | | 24 | |
All Other Fees(3) | | | — | | | 72 | | | 72 | | | — | | | 27 | | | 27 | |
Total Fees | | | US$3,313 | | | US$595 | | | US$3,908 | | | US$1,821 | | | US$420 | | | US$2,241 | |
Name of Shareholder | | | Capacity / Nature of Interest | | | Number of Shares/ Underlying Shares | | | Approximate Percentage of Holding(1) | | ||||||
Julian C. Baker(2) | | | Beneficial owner/Interest in controlled corporations/Person having a security interest in shares | | | | | 152,831,254 | | | | | | 12.76% | | |
Felix J. Baker(2) | | | Beneficial owner/Interest in controlled corporations/Person having a security interest in shares | | | | | 152,831,254 | | | | | | 12.76% | | |
Baker Bros. Advisors (GP) LLC(2) | | | Investment manager/Other | | | | | 152,368,107 | | | | | | 12.73% | | |
Baker Bros. Advisors LP(2) | | | Investment manager/Other | | | | | 152,368,107 | | | | | | 12.73% | | |
Baker Brothers Life Sciences Capital, L.P.(2) | | | Interest in controlled corporations/Other | | | | | 141,217,049 | | | | | | 11.79% | | |
Hillhouse Capital Advisors, Ltd. (3) | | | Investment manager | | | | | 133,587,655 | | | | | | 11.16% | | |
Gaoling Fund, L.P.(3) | | | Beneficial owner | | | | | 129,433,059 | | | | | | 10.81% | | |
Name of Shareholder | | | Capacity / Nature of Interest | | | Number of Shares/ Underlying Shares | | | Approximate Percentage of Holding(1) | | ||||||
Amgen Inc. | | | Beneficial owner | | | | | 244,117,549 | | | | | | 20.39% | | |
| | | Latest Practicable Date(1) | | | Assuming full vesting of the Proposed RSU Grants(2) | | ||||||||||||||||||
| | | No. of shares | | | %(3) | | | No. of shares | | | % | | ||||||||||||
Mr. Oyler | | | | | 77,412,897(4) | | | | | | 6.47% | | | | | | 77,563,190 | | | | | | 6.48% | | |
Dr. Wang | | | | | 20,968,574(5) | | | | | | 1.75% | | | | | | 21,008,640 | | | | | | 1.75% | | |
Mr. Hooper | | | | | 67,353(6) | | | | | | 0.01% | | | | | | 75,361 | | | | | | 0.01% | | |
Mr. Chen | | | | | 460,340(7) | | | | | | 0.04% | | | | | | 468,348 | | | | | | 0.04% | | |
Mr. Glazer | | | | | 3,155,247(8) | | | | | | 0.26% | | | | | | 3,163,255 | | | | | | 0.26% | | |
Mr. Goller | | | | | 336,700(9) | | | | | | 0.03% | | | | | | 344,708 | | | | | | 0.03% | | |
Mr. Krishana | | | | | 336,700(10) | | | | | | 0.03% | | | | | | 344,708 | | | | | | 0.03% | | |
Mr. Malley | | | | | 1,249,448(11) | | | | | | 0.10% | | | | | | 1,257,456 | | | | | | 0.10% | | |
Dr. Sanders | | | | | 27,482(12) | | | | | | 0.002% | | | | | | 35,490 | | | | | | 0.003% | | |
Mr. Su | | | | | 173,277(13) | | | | | | 0.01% | | | | | | 181,285 | | | | | | 0.02% | | |
Mr. Yi | | | | | 327,418(14) | | | | | | 0.03% | | | | | | 335,426 | | | | | | 0.03% | | |
Other Shareholders | | | | | 1,092,807,181 | | | | | | 91.27% | | | | | | 1,092,807,181 | | | | | | 91.25% | | |
Total | | | | | 1,197,322,617 | | | | | | 100% | | | | | | 1,197,585,048 | | | | | | 100% | | |
| Mr. Timothy Chen | | | Mr. Donald W. Glazer | | | Mr. Michael Goller | |
| Mr. Ranjeev Krishana | | | Mr. Thomas Malley | | | Dr. Corazon (Corsee) D. Sanders | |
| Mr. Jing-Shyh (Sam) Su | | | Mr. Qingqing Yi | | | | |
| Mr. Donald W. Glazer | | | Mr. Michael Goller | | | Mr. Ranjeev Krishana | |
| Mr. Thomas Malley | | | Dr. Corazon (Corsee) D. Sanders | | | Mr. Jing-Shyh (Sam) Su | |
| Mr. Qingqing Yi | | | | | | | |
| Mr. Timothy Chen | | | Mr. Michael Goller | | | Mr. Ranjeev Krishana | |
| Mr. Thomas Malley | | | Dr. Corazon (Corsee) D. Sanders | | | Mr. Jing-Shyh (Sam) Su | |
| Mr. Qingqing Yi | | | | | | | |
| Mr. Timothy Chen | | | Mr. Donald W. Glazer | | | Mr. Ranjeev Krishana | |
| Mr. Thomas Malley | | | Dr. Corazon (Corsee) D. Sanders | | | Mr. Jing-Shyh (Sam) Su | |
| Mr. Qingqing Yi | | | | | | | |
| Mr. Timothy Chen | | | Mr. Donald W. Glazer | | | Mr. Michael Goller | |
| Mr. Thomas Malley | | | Dr. Corazon (Corsee) D. Sanders | | | Mr. Jing-Shyh (Sam) Su | |
| Mr. Qingqing Yi | | | | | | | |
| Mr. Timothy Chen | | | Mr. Donald W. Glazer | | | Mr. Michael Goller | |
| Mr. Ranjeev Krishana | | | Dr. Corazon (Corsee) D. Sanders | | | Mr. Jing-Shyh (Sam) Su | |
| Mr. Qingqing Yi | | | | | | | |
| Mr. Timothy Chen | | | Mr. Donald W. Glazer | | | Mr. Michael Goller | |
| Mr. Ranjeev Krishana | | | Mr. Thomas Malley | | | Mr. | |
| Mr. Qingqing Yi | | | | | | |
| Mr. Timothy Chen | | | Mr. Donald W. Glazer | | | Mr. Michael Goller | |
| Mr. Ranjeev Krishana | | | Mr. Thomas Malley | | | Dr. Corazon (Corsee) D. Sanders | |
| Mr. Qingqing Yi | | | | | | | |
| Mr. Timothy Chen | | | Mr. Donald W. Glazer | | | Mr. Michael Goller | |
| Mr. Ranjeev Krishana | | | Mr. Thomas Malley | | | Dr. Corazon (Corsee) D. Sanders | |
| Mr. Jing-Shyh (Sam) Su | | | | | | | |
| | | For the year ended December 31, | | |||||||||||||||
| | | 2018 | | | 2019 | | | 2020 | | |||||||||
| | | (US$’000) (audited) | | | (US$’000) (audited) | | | (US$’000) (audited) | | |||||||||
Revenue | | | | | | | | | | | | | | | | | | | |
– Product revenue, net | | | | | 130,885 | | | | | | 222,596 | | | | | | 308,874 | | |
– Collaboration revenue | | | | | 67,335 | | | | | | 205,616 | | | | | | — | | |
| | | | | 198,220 | | | | | | 428,212 | | | | | | 308,874 | | |
Research and development (“R&D”) costs | | | | | (679,005) | | | | | | (927,338) | | | | | | (1,294,877) | | |
Net loss attributable to the Company | | | | | (673,769) | | | | | | (948,628) | | | | | ��� | (1,596,906) | | |
| | | As of December 31, | | |||||||||||||||
| | | 2018 | | | 2019 | | | 2020 | | |||||||||
| | | (US$’000) (audited) | | | (US$’000) (audited) | | | (US$’000) (audited) | | |||||||||
Total assets | | | | | 2,249,684 | | | | | | 1,612,289 | | | | | | 5,600,757 | | |
Total liabilities | | | | | 496,037 | | | | | | 633,934 | | | | | | 1,731,514 | | |
Total Company shareholders’ equity | | | | | 1,739,202 | | | | | | 962,205 | | | | | | 3,869,243 | | |
of approximately US$2.08 billion from the share subscription by Baker Bros. Advisors LP, Hillhouse Capital, Amgen and others in July 2020. (b) Share price performance of the Company The chart below shows the performance of the ordinary shares of the Company from August 8, 2018, being the date of listing of the Company’s shares on the HKEx (“Listing Date”), to the Latest Practicable Date. Source: Bloomberg During the period from the Listing Date to the Latest Practicable Date (the “Review Period”), closing price of the shares ranged from HK$63.90 to HK$229.80 with an average of approximately HK$112.35. As of the Latest Practicable Date, the share price closed at HK$188.00, which represented approximately 74% increase from its offer price for listing of HK$108.00 in August 2018. (c) Background of and reasons for the Proposed RSU Grants The 2016 Plan was approved by the Board on November 7, 2018 and by the shareholders on December 7, 2018. The purpose of the plan is to provide the Company with flexibility to use various equity-based incentives and awards to motivate its workforce. In June 2020, the shareholders approved an amendment to the 2016 Plan to increase the number of authorized shares of the Company available for issuance under the plan and to extend its term through 2030. For further details of the 2016 Plan, please refer to the Company’s proxy statement dated April 28, 2020. | |||||
2016 Plan | | | Outstanding number | | | Available for future grants | | ||||||
RSUs | | | | | 33,873,918 | | | | | | | | |
| | | | | | | | | | 66,035,020(2) | | | |
Options | | | | | 59,950,832 | | | | | | | | |
| | | | | | | | | | | | Independent non- executive directors | |
| | | Executive director | | | Non-executive directors | | | 8 directors, namely Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Sanders, Mr. Su and Mr. Yi | | |||
Grantees | | | Mr. Oyler | | | Dr. Wang (and as the Chairman of the Scientific Advisory Board) | | | Mr. Hooper | | |||
Grant date fair value | | | US$3,750,000 | | | US$1,000,000 | | | US$200,000 | | | US$200,000 each, totaling US$1,600,000 | |
Indicative number of RSUs (based on the closing price of US$324.36 per ADS of the Company on NASDAQ on the assumed grant date which is April 26, 2021) | | | 150,293 | | | 40,066 | | | 8,008 | | | 8,008 each, totaling 64,064 | |
Vesting schedule | | | 25% of the ordinary shares shall vest on each anniversary of the grant date, subject to continued service; provided, however, that upon a termination without cause or for good reason as defined in Mr. Oyler’s employment agreement, the RSUs shall become vested as if he had remained employed for an additional 20 months; provided further that the RSUs shall become fully vested for underlying shares upon a change in control of the Company. | | | 25% of the ordinary shares shall vest on each anniversary of the grant date, subject to continued service. | | | 100% of the ordinary shares shall vest upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting of shareholders; provided, however, that all vesting shall cease if the director resigns from the Board or otherwise ceases to serve as a director other than as set forth below or the Board determines that the circumstances warrant continuation of vesting. Unvested RSUs shall accelerate in full upon (i) death, (ii) disability, (iii) termination of service in connection with a change of control of the Company, or (iv) upon a change of control of the Company if the director’s service continues and the awards are not assumed by the acquiror at the time of the change of control. Subject to specific terms and conditions designed for compliance with applicable tax and other regulations, a director generally may elect to defer settlement of their RSUs until six months following the date that the director ceases to serve as a director. | |
| | | | Date of announcement | | | Date of circular | | | Stock code | | | Company name | | | Premium/ (Discount) of the exercise price over/(to) closing price per share on the last trading day | | | Basis of exercise price | |
| 1 | | | June 9, 2020 | | | June 19, 2020 | | | 293 | | | Cathay Pacific Airways Limited | | | (46.90)% | | | the market price of the shares under the prevailing market conditions | |
| 2 | | | June 5, 2020 | | | August 14, 2020 | | | 474 | | | Hao Tian Development Group Limited | | | 25.00% | | | the liquidity of the shares in the market, the past performance and recent trading price of the shares (i.e. the highest of the average of the closing price per Share for each of the last 30, 60 and 90 trading days immediately prior to the date | |
| | | | Date of announcement | | | Date of circular | | | Stock code | | | Company name | | | Premium/ (Discount) of the exercise price over/(to) closing price per share on the last trading day | | | Basis of exercise price | |
| | | | | | | | | | | | | | | | | | | of the subscription agreement) | |
| 3 | | | July 20, 2020 | | | August 10, 2020 | | | 2138 | | | Union Medical Healthcare Limited | | | 4.22% | | | the average of the prevailing market prices of the shares as quoted on HKEx | |
| 4 | | | March 28, 2020 | | | May 12, 2020 | | | 2178 | | | Petro-King Oilfield Services Limited | | | 41.18% | | | the group’s existing financial position, the historical share price, liquidity of the shares in the market and the current market sentiment | |
| 5 | | | November 10, 2019 (supplemented on March 25, 2020) | | | June 1, 2020 | | | 863 | | | BC Technology Group Limited | | | (100.00)% | | | the benefits of introducing the subscriber as strategic shareholder, and the financial benefits for the company from for the subscriber and its affiliates to transact on the company’s online digital asset trading platform | |
| 6 | | | November 10, 2019 | | | December 30, 2019 | | | 777 | | | NetDragon Websoft Holdings Limited | | | 13.40% | | | 10% premium over the 60-day volume-weighted average price of the shares | |
| 7 | | | July 31, 2019 | | | December 10, 2019 | | | 756 | | | Summi (Group) Holdings Limited | | | 23.13% | | | the group’s financial position, the historical share price, the liquidity, the number of warrant shares and the market sentiment | |
| 8 | | | July 26, 2019 | | | October 31, 2019 | | | 3395 | | | Persta Resources Inc. | | | N/A | | | 10% discount to the volume-weighted average price preceding the exercise date | |
| 9 | | | September 22, | | | November 5, | | | 1176 | | | Zhuguang | | | 46.80% | | | 50% premium | |
Comparable Company | | Headquarter | | Stock code | | Year of incorporation | | Market capitalization as of the Latest Practicable Date | | Revenue for the year ended December 31, 2020 | | Research and development expenses for the year ended December 31, 2020 | | No. of employees as of December 31, 2020 | | Description | | ||||||||||||||||||||||||||||
| | | Date of announcement | | Date of circular | | Stock code | | Company name | | Premium/ (Discount) of the exercise price over/(to) closing price per share on the last trading day | | Basis of exercise price | | | | | | | | | (US$’million) | | (US$’million) | | (US$’million) | | | | | | ||||||||||||||
| | | 2019 | | 2019 | | | | Holdings Group Company Limited | | | | over the 20 days average closing price of the shares | | |||||||||||||||||||||||||||||||
| | | | | | | | | Average | | 0.85% | | | | |||||||||||||||||||||||||||||||
| | | | | | | | | Median | | 18.27% | | | | |||||||||||||||||||||||||||||||
| | | | | | | | | Maximum | | 46.80% | | | | |||||||||||||||||||||||||||||||
| | | | | | | | | Minimum | | (100.00)% | | | | |||||||||||||||||||||||||||||||
| | | | | | | | | The Company | | (20.6)%(note) | | The purchase price for the Additional Shares will be the volume-weighted average price of the Company’s ADSs for the 90 days preceding the last trading day of the prior month | | |||||||||||||||||||||||||||||||
Vertex Pharmaceuticals Incorporated | | United States | | VRTX (Nasdaq) | | 1989 | | 56,156 | | 6,206 | | 1,830 | | 3,400 | | Discovers, develops, and commercializes pharmaceutical products. The company develops drugs for the treatment of cystic fibrosis, cancer, inflammatory bowel, autoimmune disease, and neurological disorders. Vertex Pharmaceuticals serves healthcare sector worldwide. | | ||||||||||||||||||||||||||||
Regeneron Pharmaceuticals, Inc. | | United States | | REGN (Nasdaq) | | 1988 | | 52,460 | | 8,497 | | 2,735 | | 9,123 | | Discovers, develops, and commercializes pharmaceutical products for the treatment of serious medical conditions. | | ||||||||||||||||||||||||||||
Biogen Inc. | | United States | | BIIB (Nasdaq) | | 1978 | | 40,568 | | 13,445 | | 3,985 | | 9,100 | | Develops, manufactures, and commercializes therapies, focusing on neurology, oncology, and immunology. The company products address diseases such as multiple sclerosis, non-hodgkin’s lymphoma, rheumatoid arthritis, crohn’s disease, and psoriasis. | | ||||||||||||||||||||||||||||
Alexion Pharmaceuticals, Inc. | | United States | | ALXN (Nasdaq) | | 1992 | | 36,892 | | 6,070 | | 1,003 | | 3,837 | | Researches and develops proprietary immunoregulatory compounds for the treatment of autoimmune and cardiovascular diseases. The company develops C5 complement inhibitors and apogens which are two classes of potential therapeutic compounds designed to selectively target specific disease-causing segments of the immune system. | | ||||||||||||||||||||||||||||
Seagen Inc. | | United States | | SGEN (Nasdaq) | | 1997 | | 26,739 | | 2,176 | | 827 | | 2,092 | | Discovers and develops monoclonal antibody-based drugs to treat cancer and related diseases, as well as offers antibody-drug conjugate technology designed to deliver cell-killing agents directly to tumor cells. Seagen serves customers worldwide. | | ||||||||||||||||||||||||||||
The Company | | China | | BGNE (Nasdaq) 6160 (HKEx) | | 2010 | | 29,744 | | 309 | | 1,295 | | 5,300 | | The Company is a global, commercial-stage biotechnology company focused on discovering, developing, manufacturing, and commercializing innovative medicines to improve treatment outcomes and access for patients worldwide. | |
(Stock code) | | | | | Participants | | | Type of award | | | Purpose of the grant | | | Accelerated vesting | | | the award | | ||
Vertex Pharmaceuticals Incorporated (VRTX) | | | 2013 | | | Employees, non-employee directors and consultants | | | Non-statutory stock option, restricted stock units or other equity-based awards | | | To attract, retain and motivate people with the necessary talent and experience and to provide additional incentive to achieve its short- and long-term business objectives. | | | Yes, upon a change in control and in the event of termination of employment or service as a director under specified circumstances | | | Vesting of the earned shares in three equal instalments over three years | | |
Regeneron Pharmaceuticals, Inc. (REGN) | | | 2014 | | | Employees of the Company, including officers, and nonemployees, including non-employee members of the company’s board of directors | | | Incentive | | | Considers equity and equity-based compensation to be a key component of its compensation program and believe that it is essential to attract, motivate, and retain talented, experienced, and committed employees and to incentivize its employees to achieve its short- and long-term goals. | | | Yes, upon a change in control | | | Vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. | | |
Biogen Inc. (BIIB) | | | Approved by stockholders on May 25, 2006; as amended through March 27, 2015 | | | Non-employee board members of the company and its affiliates | | | Options, shares of restricted stock, restricted stock units, stock appreciation rights and other awards | | | To provide an additional incentive to those directors to promote the success of the company and its affiliates. | | | Yes, upon a change in control, involuntary termination or termination of the plan | | | Initial grants shall vest ratably in equal annual installments on each of the first three anniversaries of the date of grant. Annual grants shall fully vest on the first anniversary of the date of grant | | |
Biogen Inc. (BIIB) | | | 2017 | | | Employee of the company or one of its affiliates | | | Restricted stock units | | | To encourage ownership of shares of common stock by non-employee directors of the company and its affiliates, and to provide an additional incentive to those directors to promote the success of the company and its affiliates. | | | Yes, upon a change in control and termination of employment | | | The award will become vested in three equal instalments on each of the first, second and third anniversaries of the grant date. | |
Company name ( | | | Year adopted, | | | | | Type of award | | | Purpose of the grant | | | Accelerated vesting | | | | |||
(ALXN) | | | | | Key employees and directors of, and consultants and advisors to, the company and its subsidiaries | | | Grant of stock, stock-based and other incentive awards | | | To attract and retain key talent, incentivize sustainable growth and long-term value creation, and align the interests of its employees with those of its shareholders. | | | Yes, upon a change in control or if their employment is terminated without cause or in certain other instances | | | 25% of the shares subject to the restricted share units award on each of the first four anniversaries of the grant date | | ||
Seagen Inc. (SGEN) | | | Approved by stockholders on December 23, 2007, as amended and restated in 2012 | | | Employees, including officers, directors and consultants and affiliates | | | Stock options, restricted stock, RSUs, stock appreciation rights and other similar types of awards | | | To encourage ownership by key personnel whose long-term employment or other service relationship with the Company is considered essential to the Company’s continued progress and, thereby, encourage recipients to act in the stockholders’ interest and share in the Company’s success. | | | Yes, upon a change in control and termination of employment | | | Restricted share units granted to employees vest 25% each year beginning one year after the grant date. Option and RSU grants to non-employee members of our board of directors vest over one year. | | |
The Company — 2016 Plan | | | January 14, 2016 | | | |||||||||||||||
| | | | To encourage and enable the officers, employees, | | | | | ||||||||||||
|
| | | | 2011 Option Plan (amended and restated) | | | 2016 Share Option and Incentive Plan (amended and restated) | | | 2018 Inducement Equity Plan (amended and restated) | | | 2018 Employee Share Purchase Plan (amended and restated) | |
| Exercise price | | | The exercise price of options shall be determined by the Board of Directors at the time of grant but shall not be less than 100% of the fair market value of the Shares on the grant date and in no event shall be less than the par value of the Shares in respect of which such option has been granted | | | The exercise price of options shall be determined by the Board of Directors at the time of grant but shall not be less than the higher of: (i) the fair market value of the Share on the date of grant; and (ii) the average fair market value of the Share for the five business days immediately preceding the day of grant | | | The exercise price of options shall be determined by the Board of Directors at the time of grant but shall not be less than the higher of: (i) the fair market value of the Share on the date of grant; and (ii) the average fair market value of the Share for the five business days immediately preceding the day of grant | | | 85 percent of the fair market value of the Shares on the offering date or the exercise date, whichever is less | |
| Transferability | | | No option shall be transferable by the optionee otherwise than by will or intestacy | | | No awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order | | | No awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order | | | Rights under the plan are not transferable by a participant other than by will or the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant | |
| Number of new Shares which may be issued pursuant to the scheme as at the Latest Practicable Date (Note) | | | 8,740,426 | | | 167,911,037 | | | 10,801,452 | | | 6,056,056 | |
| | | As at the Latest Practicable Date(7) | | | Scenario 1(7) | | | Scenario 2 | | |||||||||||||||||||||||||||
Name of Shareholder | | | Number of Shares | | | % of issued shares | | | Number of Shares | | | % of issued shares | | | Number of Shares | | | % of issued shares | | ||||||||||||||||||
Amgen Inc. | | | | | 240,816,849 | | | | | | 20.4 | | | | | | 240,816,849 | | | | | | 17.4 | | | | | | 240,816,849 | | | | | | 16.7 | | |
Options exercised by Amgen Inc. under the Restated Second Amendment | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 56,535,784 | | | | | | 3.9 | | |
Sub-total | | | | | 240,816,849 | | | | | | 20.4 | | | | | | 240,816,849 | | | | | | 17.4 | | | | | | 297,352,633 | | | | | | 20.6 | | |
Entities affiliated with Baker Bros. Advisors LP(1) | | | | | 172,920,807 | | | | | | 14.7 | | | | | | 173,575,643 | | | | | | 12.5 | | | | | | 173,575,643 | | | | | | 12.0 | | |
FMR LLC(2) | | | | | 69,781,300 | | | | | | 5.9 | | | | | | 69,781,300 | | | | | | 5.0 | | | | | | 69,781,300 | | | | | | 4.8 | | |
Entities affiliated with Hillhouse Capital(3) | | | | | 147,035,258 | | | | | | 12.5 | | | | | | 147,362,676 | | | | | | 10.6 | | | | | | 147,362,676 | | | | | | 10.2 | | |
The Capital Group Companies, Inc.(4) | | | | | 100,858,645 | | | | | | 8.6 | | | | | | 100,858,645 | | | | | | 7.3 | | | | | | 100,858,645 | | | | | | 7.0 | | |
John V. Oyler(5) | | | | | 56,197,330 | | | | | | 4.8 | | | | | | 56,197,330 | | | | | | 4.1 | | | | | | 56,197,330 | | | | | | 3.9 | | |
Issue of new Shares to Mr. John V. Oyler under the Company’s Equity Incentive Plans(5) | | | | | | | | | | | | | | | | | 9,815,067 | | | | | | 0.7 | | | | | | 9,815,067 | | | | | | 0.7 | | |
Issue of new Shares under the options agreement with Mr. John V. Oyler outside of the Equity Incentive Plans(5) | | | | | — | | | | | | — | | | | | | 11,400,500 | | | | | | 0.8 | | | | | | 11,400,500 | | | | | | 0.8 | | |
Issue of new Shares under the options agreements with Dr. Xiaodong Wang outside of the Equity Incentive Plans | | | | | — | | | | | | — | | | | | | 3,800,167 | | | | | | 0.3 | | | | | | 3,800,167 | | | | | | 0.3 | | |
Issue of new Shares under the Company’s Equity Incentive Plans(6) | | | | | — | | | | | | — | | | | | | 182,711,650 | | | | | | 13.2 | | | | | | 182,711,650 | | | | | | 12.7 | | |
Other Shareholders | | | | | 390,603,772 | | | | | | 33.2 | | | | | | 390,603,772 | | | | | | 28.2 | | | | | | 390,603,772 | | | | | | 27.1 | | |
Total | | | | | 1,178,213,961 | | | | | | 100.0 | | | | | | 1,386,923,599 | | | | | | 100.0 | | | | | | 1,443,459,383 | | | | | | 100.0 | | |
Grantee | | | Position | | | Total cash emoluments for the year ended December 31, 2020 | | | Total grant date fair value of RSU grants | | | Total grant date fair value of share option grants | | | Aggregate remuneration | | ||||||||||||
| | | | | | (Note 1) | | | (Note 2) | | | (Note 2) | | | | | | | | |||||||||
Mr. Oyler | | | Chairman and Executive Director | | | | | 1,409,349 | | | | | | 3,750,000 | | | | | | 11,250,000 | | | | | | 16,409,349 | | |
Dr. Wang | | | Non-executive Director | | | | | 250,000 | | | | | | 1,000,000 | | | | | | 3,000,000 | | | | | | 4,250,000 | | |
Mr. Hooper | | | Non-executive Director | | | | | 69,042 | | | | | | 200,000 | | | | | | 200,000 | | | | | | 469,042 | | |
Mr. Chen | | | Independent Non-executive Director | | | | | 69,592 | | | | | | 200,000 | | | | | | 200,000 | | | | | | 469,592 | | |
Mr. Glazer | | | Independent Non-executive Director | | | | | 62,500 | | | | | | 200,000 | | | | | | 200,000 | | | | | | 462,500 | | |
Mr. Goller | | | Independent Non-executive Director | | | | | 60,625 | | | | | | 200,000 | | | | | | 200,000 | | | | | | 460,625 | | |
Mr. Krishana | | | Independent Non-executive Director | | | | | 63,125 | | | | | | 200,000 | | | | | | 200,000 | | | | | | 463,125 | | |
Mr. Malley | | | Independent Non-executive Director | | | | | 78,125 | | | | | | 200,000 | | | | | | 200,000 | | | | | | 478,125 | | |
Dr. Sanders | | | Independent Non-executive Director | | | | | 23,894 | | | | | | 200,000 | | | | | | 200,000 | | | | | | 423,894 | | |
Mr. Su | | | Independent Non-executive Director | | | | | 58,958 | | | | | | 200,000 | | | | | | 200,000 | | | | | | 458,958 | | |
Mr. Yi | | | Independent Non-executive Director | | | | | 73,125 | | | | | | 200,000 | | | | | | 200,000 | | | | | | 473,125 | | |
| | | | | | | | | Total Remunerations (US$) | | |||||||||||||||||||||
| | | | | | | | | Executive and non-executive directors(Note 1) | | | Independent directors(Note 1) | | ||||||||||||||||||
Comparable Companies | | | Stock code | | | Minimum | | | Maximum | | | Minimum | | | Maximum | | |||||||||||||||
Vertex Pharmaceuticals Incorporated | | | | | VRTX | | | | | | 9,111,359 | | | | | | 16,473,245 | | | | | | 452,223 | | | | | | 579,264 | | |
Regeneron Pharmaceuticals, Inc. | | | | | REGN | | | | | | 6,109,024 | | | | | | 135,350,121 | | | | | | 699,999 | | | | | | 724,999 | | |
Biogen Inc. | | | | | BIIB | | | | | | 18,659,829 | | | | | | 18,659,829 | | | | | | 409,314 | | | | | | 669,822 | | |
Alexion Pharmaceuticals, Inc. | | | | | ALXN | | | | | | 17,919,259 | | | | | | 17,919,259 | | | | | | 444,957 | | | | | | 595,025 | | |
Seagen Inc. | | | | | SGEN | | | | | | 16,493,557 | | | | | | 16,493,557 | | | | | | 461,963 | | | | | | 549,554 | | |
The Company(Note 2) | | | | | BGNE/6160.HK | | | | | | 469,042 | | | | | | 16,409,349 | | | | | | 423,894 | | | | | | 478,125 | | |
| | | Executive and non-executive directors | | | Independent directors | | ||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | (A) | | | (B) | | | (A)+(B) | | | | | | | | | (C) | | | (D) | | | (C)+(D) | | ||||||||||||||||||
Company | | | Cash (% Total) | | | Share Options (% Total) | | | Share Awards (% Total) | | | Equity portion (% Total) | | | Cash (% Total) | | | Share Options (% Total) | | | Share Awards (% Total) | | | Equity portion (% Total) | | ||||||||||||||||||||||||
Vertex Pharmaceuticals Incorporated | | | | | 27.4% | | | | | | 0.0% | | | | | | 72.6% | | | | | | 72.6% | | | | | | 23.4% | | | | | | 34.3% | | | | | | 42.3% | | | | | | 76.6% | | |
Regeneron Pharmaceuticals, Inc. | | | | | 3.6% | | | | | | 1.7% | | | | | | 94.7% | | | | | | 96.4% | | | | | | 15.9% | | | | | | 67.3% | | | | | | 16.8% | | | | | | 84.1% | | |
Biogen Inc. | | | | | 25.6% | | | | | | 0.0% | | | | | | 74.4% | | | | | | 74.4% | | | | | | 37.0% | | | | | | 0.0% | | | | | | 63.0% | | | | | | 63.0% | | |
Alexion Pharmaceuticals, Inc. | | | | | 23.7% | | | | | | 0.0% | | | | | | 76.3% | | | | | | 76.3% | | | | | | 27.6% | | | | | | 0.0% | | | | | | 72.4% | | | | | | 72.4% | | |
Seagen Inc. | | | | | 16.0% | | | | | | 27.7% | | | | | | 56.4% | | | | | | 84.0% | | | | | | 14.1% | | | | | | 40.6% | | | | | | 45.4% | | | | | | 85.9% | | |
Maximum | | | | | 27.4% | | | | | | 27.7% | | | | | | 94.7% | | | | | | 96.4% | | | | | | 37.0% | | | | | | 67.3% | | | | | | 72.4% | | | | | | 85.9% | | |
Average | | | | | 19.2% | | | | | | 5.9% | | | | | | 74.9% | | | | | | 80.8% | | | | | | 23.6% | | | | | | 28.4% | | | | | | 48.0% | | | | | | 76.4% | | |
Median | | | | | 23.7% | | | | | | 0.0% | | | | | | 74.4% | | | | | | 76.3% | | | | | | 23.4% | | | | | | 34.3% | | | | | | 45.4% | | | | | | 76.6% | | |
Minimum | | | | | 3.6% | | | | | | 0.0% | | | | | | 56.4% | | | | | | 72.6% | | | | | | 14.1% | | | | | | 0.0% | | | | | | 16.8% | | | | | | 63.0% | | |
The Company | | | | | 8.2% | | | | | | 68.4% | | | | | | 23.4% | | | | | | 91.8% | | | | | | 13.3% | | | | | | 43.4% | | | | | | 43.4% | | | | | | 86.7% | | |
| | | Latest Practicable Date(1) | | | Assuming full vesting of the Proposed RSU Grants(2) | | ||||||||||||||||||
| | | No. of shares | | | %(3) | | | No. of shares | | | % | | ||||||||||||
Mr. Oyler | | | | | 77,412,897(4) | | | | | | 6.47% | | | | | | 77,563,190 | | | | | | 6.48% | | |
Dr. Wang | | | | | 20,968,574(5) | | | | | | 1.75% | | | | | | 21,008,640 | | | | | | 1.75% | | |
Mr. Hooper | | | | | 67,353(6) | | | | | | 0.01% | | | | | | 75,361 | | | | | | 0.01% | | |
Mr. Chen | | | | | 460,340(7) | | | | | | 0.04% | | | | | | 468,348 | | | | | | 0.04% | | |
Mr. Glazer | | | | | 3,155,247(8) | | | | | | 0.26% | | | | | | 3,163,255 | | | | | | 0.26% | | |
Mr. Goller | | | | | 336,700(9) | | | | | | 0.03% | | | | | | 344,708 | | | | | | 0.03% | | |
Mr. Krishana | | | | | 336,700(10) | | | | | | 0.03% | | | | | | 344,708 | | | | | | 0.03% | | |
Mr. Malley | | | | | 1,249,448(11) | | | | | | 0.10% | | | | | | 1,257,456 | | | | | | 0.10% | | |
Dr. Sanders | | | | | 27,482(12) | | | | | | 0.002% | | | | | | 35,490 | | | | | | 0.003% | | |
Mr. Su | | | | | 173,277(13) | | | | | | 0.01% | | | | | | 181,285 | | | | | | 0.02% | | |
Mr. Yi | | | | | 327,418(14) | | | | | | 0.03% | | | | | | 335,426 | | | | | | 0.03% | | |
Other Shareholders | | | | | 1,092,807,181 | | | | | | 91.27% | | | | | | 1,092,807,181 | | | | | | 91.25% | | |
Total | | | | | 1,197,322,617 | | | | | | 100% | | | | | | 1,197,585,048 | | | | | | 100% | | |
Name of Beneficial Owner | | Number of Ordinary Shares Beneficially Owned | | Percentage of Ordinary Shares Beneficially Owned | | | Number of Ordinary Shares Beneficially Owned | | Percentage of Ordinary Shares Beneficially Owned | | ||||||||||||||||
5% or Greater Shareholders | | | | | | | | | | | | | | | | | | | | | | | ||||
Amgen Inc.(1) | | | | 240,816,849 | | | | | 20.5% | | | | | | 244,117,549 | | | | | 20.4% | | | ||||
Entities affiliated with Baker Bros. Advisors LP(2) | | | | 172,920,807 | | | | | 14.7% | | | | | | 151,695,707 | | | | | 12.7% | | | ||||
Entities affiliated with Hillhouse Capital(3) | | | | 147,035,258 | | | | | 12.5% | | | | | | 147,035,258 | | | | | 12.3% | | | ||||
Entities affiliated with The Capital Group Companies, Inc.(4) | | | | 100,858,645 | | | | | 8.6% | | | | | | 95,293,082 | | | | | 8.0% | | | ||||
FMR LLC(5) | | | | 74,866,368 | | | | | 6.4% | | | | | | 62,214,015 | | | | | 5.2% | | | ||||
Named Executive Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | ||||
John V. Oyler(6) | | | | 73,793,355 | | | | | 6.2% | | | | | | 73,423,102 | | | | | 6.0% | | | ||||
Xiaobin Wu(7) | | | | 1,150,032 | | | | | * | | | | | | 1,761,435 | | | | | * | | | ||||
Howard Liang(8) | | | | 6,834,907 | | | | | * | | | | | | 5,704,635 | | | | | * | | | ||||
Jane Huang(9) | | | | 1,494,843 | | | | | * | | | | | | 1,710,084 | | | | | * | | | ||||
Timothy Chen(10) | | | | 414,957 | | | | | * | | | | | | 460,340 | | | | | * | | | ||||
Donald W. Glazer(11) | | | | 3,779,713 | | | | | * | | | | | | 3,155,247 | | | | | * | | | ||||
Michael Goller(12) | | | | 291,317 | | | | | * | | | | | | 336,700 | | | | | * | | | ||||
Anthony C. Hooper(13) | | | | 21,970 | | | | | * | | | | | | 67,353 | | | | | * | | | ||||
Ranjeev Krishana (14) | | | | 291,317 | | | | | * | | | | | | 336,700 | | | | | * | | | ||||
Thomas Malley(15) | | | | 1,204,065 | | | | | * | | | | | | 1,249,448 | | | | | * | | | ||||
Corazon (Corsee) D. Sanders | | | | — | | | | | — | | | |||||||||||||||
Corazon (Corsee) D. Sanders(16) | | | | 27,482 | | | | | * | | |
Name of Beneficial Owner | | | Number of Ordinary Shares Beneficially Owned | | | Percentage of Ordinary Shares Beneficially Owned | | ||||||
Jing-Shyh (Sam) Su(16) | | | | | 106,782 | | | | | | * | | |
Xiaodong Wang(17) | | | | | 19,874,770 | | | | | | 1.7% | | |
Qingqing Yi(18) | | | | | 282,035 | | | | | | * | | |
All Directors and Executive Officers as a Group (14 persons) | | | | | 109,540,063 | | | | | | 9.0% | | |
Name of Beneficial Owner | | | Number of Ordinary Shares Beneficially Owned | | | Percentage of Ordinary Shares Beneficially Owned | | ||||||
Jing-Shyh (Sam) Su(17) | | | | | 173,277 | | | | | | * | | |
Xiaodong Wang(18) | | | | | 19,727,138 | | | | | | 1.6% | | |
Qingqing Yi(19) | | | | | 327,418 | | | | | | * | | |
All Directors and Executive Officers as a Group (15 persons) | | | | | 110,407,398 | | | | | | 8.9% | | |
Name | | | Age | | | Position(s) | |
John V. Oyler | | | 53 | | | Founder, Chief Executive Officer and Chairman | |
Xiaobin Wu, Ph.D. | | | 59 | | | President and Chief Operating Officer of the Company and General Manager of China | |
Howard Liang, Ph.D.* | | | 57 | | | Chief Financial Officer and Chief Strategy Officer | |
Lai Wang, Ph.D. | | | 44 | | | Global Head of R&D | |
Jane Huang | | | 48 | | | Chief Medical Officer, Hematology | |
Purchaser(1) | | | Offering Date | | | Number of Ordinary Shares | | | Public Offering Price per Ordinary Shares | | | Total Purchase Price | | |||||||||
Amgen Inc. | | | July 2020 | | | | | 29,614,832 | | | | | US$ | 14.2308 | | | | | US$ | 421,442,751 | | |
Entities affiliated with Baker Bros. Advisors LP(2) | | | July 2020 | | | | | 14,584,180 | | | | | US$ | 14.2308 | | | | | US$ | 207,544,549 | | |
Entities affiliated with Hillhouse Capital (3) | | | July 2020 | | | | | 70,270,109 | | | | | US$ | 14.2308 | | | | | US$ | 999,999,867 | | |
Entities affiliated with Capital Group Companies, Inc. | | | July 2020 | | | | | 752,700 | | | | | US$ | 14.2308 | | | | | US$ | 10,711,523 | | |
Compensation Element | | | Purpose | | | Features | |
Base salary | | | To attract and retain highly skilled executives | | | Fixed component of pay to provide financial stability, based on responsibilities, experience, individual contributions and peer company data | |
Annual cash incentive program | | | To promote and reward the achievement of key short-term strategic and business goals of the Company as well as individual performance; to motivate and attract executives | | | Variable component of pay based on annual corporate and individual performance | |
Equity incentive compensation | | | To encourage executives and other employees to focus on long-term company performance and align their interests with shareholders; to promote retention; to reward outstanding company and individual performance | | | Typically, subject to multi-year vesting based on continued service and are primarily in the form of share options and RSUs, the value of which depends on the performance of our ADS price, in order to align employee interests with those of our shareholders over the longer-term | |
What We Do | | | What We Don’t Do | | ||||||
✓ | | | Maintain an industry-specific peer group for benchmarking pay | | | × | | | Allow hedging or pledging of equity unless approved by the insider trading compliance officer or the Audit Committee | |
✓ | | | Target pay based on market norms | | | × | | | Re-price share options without shareholder approval | |
✓ | | | Deliver executive compensation primarily through performance-based pay | | | × | | | Provide guaranteed cash or equity compensation increases | |
✓ | | | Tie the majority of named executive officers’ compensation to equity awards, the ultimate value of which is driven by our share price performance | | | × | | | Grant discounted or reload share options | |
✓ | | | Set challenging short-term incentive award goals | | | × | | | Provide excessive perquisites | |
✓ | | | Offer market-competitive benefits for executives that are consistent with the rest of our employees | | | × | | | Provide supplemental executive retirement plans | |
✓ | | | Consult with an independent compensation advisor on compensation levels and practices | | | × | | | Provide tax gross-up payments for change-of-control payments | |
✓ | | | Maintain share ownership guidelines for our executive officers equal to 6x base salary for our CEO, 3x base salary for our President and 1x base salary for our other executive officers | | | | | | | |
Peer Group Criteria | | | General Characteristics | |
Industry | | | Biotechnology and pharmaceuticals | |
Size | | | Market capitalization between 0.33x and 3x of BeiGene’s size | |
| | | Revenue is a secondary consideration because it can lag development | |
| | | Headcount of at least 250 employees | |
Stage of development | | | At least one Phase 3 drug compound | |
Data availability | | | U.S.-based, publicly-traded and stand-alone (no divisions or subsidiaries) | |
| Alexion Pharmaceuticals, Inc. | | | Exelixis, Inc. | | | Neurocrine Biosciences, Inc. | |
| Alkermes plc | | | Incyte Corporation | | | Sage Therapeutics, Inc. | |
| Alnylam Pharmaceuticals, Inc. | | | Ionis Pharmaceuticals, Inc. | | | Sarepta Therapeutics, Inc. | |
| BioMarin Pharmaceutical, Inc. | | | Jazz Pharmaceuticals plc | | | Seattle Genetics, Inc. | |
| bluebird bio, Inc. | | | Nektar Therapeutics | | | United Therapeutics Corporation | |
| Alexion Pharmaceuticals, Inc. | | | Exelixis, Inc. | | | Regeneron Pharmaceuticals, Inc. | |
| Alnylam Pharmaceuticals, Inc. | | | Incyte Corporation | | | Sage Therapeutics, Inc. | |
| Biogen Inc. | | | Ionis Pharmaceuticals, Inc. | | | Sarepta Therapeutics, Inc. | |
| BioMarin Pharmaceutical, Inc. | | | Jazz Pharmaceuticals plc | | | Seattle Genetics, Inc. | |
| bluebird bio, Inc. | | | Neurocrine Biosciences, Inc. | | | Vertex Pharmaceuticals Inc. | |
| | | Base Salary | | |||||||||||||||
Name | | | 2019 (US$) | | | 2020 (US$) | | | Increase (%) | | |||||||||
John V. Oyler | | | | | 675,000 | | | | | | 700,000 | | | | | | 3.7% | | |
Xiaobin Wu | | | | | 582,761(1) | | | | | | 611,723(1) | | | | | | 5.0% | | |
Howard Liang | | | | | 435,000 | | | | | | 445,000 | | | | | | 2.3% | | |
Jane Huang | | | | | 435,000 | | | | | | 445,000 | | | | | | 2.3% | | |
2020 Corporate Goals | | | 2020 Corporate Key Achievements | | | Target Weighting (% Corporate Portion) | | | Maximum Weighting (% Corporate Portion) | | | Actual Achievement for 2020 (as a % of target) | |
Commercial • Achieve product revenue goals • Achieve commercial launches in China • Achieve NRDL inclusion | | | • Generated US$308.87 million in product revenue, which represented a 39% increase compared to the same period in 2019 • Launched multiple new medicines and new indications in China • Multiple medicines included in the NRDL | | | 30% | | | 45% | | | 43% | |
2020 Corporate Goals | | | 2020 Corporate Key Achievements | | | Target Weighting (% Corporate Portion) | | | Maximum Weighting (% Corporate Portion) | | | Actual Achievement for 2020 (as a % of target) | |
Clinical Development/Regulatory • Complete enrollment for key clinical trials for tislelizumab and zanubrutinib • Initiate key clinical trials for tislelizumab and other drug candidates • Publish at least 12 clinical articles in scientific journals • Execute on key regulatory objectives, including filing and approval of NDAs | | | • Continued success on clinical programs in spite of COVID-19 related challenges • Completed enrollment for key clinical trials for tislelizumab and zanubrutinib as further described under “2020 Business Highlights” • Initiated key clinical trials for tislelizumab and other drug candidates as further described under “2020 Business Highlights” • Published articles in scientific journals • Executed on key regulatory objectives, including filing and approval of NDAs as further described under “2020 Business Highlights” | | | 30% | | | 45% | | | 43% | |
Research • Initiate six new preclinical programs, including potentially first-in-class targets • Complete IND enabling studies for one program • Select three clinical candidates, including potentially first-in-class and best-in-class programs • Propose at least two clinical studies based on translational research | | | • Initiated new preclinical programs • completed IND enabling studies • Selected new clinical candidates • Initiated clinical trials • Published research manuscripts • Established Shanghai research center and recruited key research leaders | | | 5% | | | 7.5% | | | 7.5% | |
• Publish five research manuscripts in peer-reviewed journals | | | | | | | | | | | | | |
2020 Corporate Goals | | | 2020 Corporate Key Achievements | | | Target Weighting (% Corporate Portion) | | | Maximum Weighting (% Corporate Portion) | | | Actual Achievement for 2020 (as a % of target) | |
• Complete Shanghai research center constructions and hire key research leaders | | | | | | | | | | | | | |
Manufacturing • Provide sufficient drug supply for marketed products and new products • Complete key CMC work for NDA filing • Secure second sourcing for key raw materials and expand manufacturing network in key markets • Meet timeline for Guangzhou plant construction | | | • Completed key CMC work for NDA filing • Secured second sourcing for API for zanubrutinib and expanded manufacturing network • Completed phase 2 construction of the Guangzhou plant | | | 10% | | | 15% | | | 8% | |
Business Development • Establish strategic relationships to benefit commercial and clinical aspects of our business, including additional in-license and out-license transactions • Enter into distribution agreements for additional markets | | | • Entered into collaborations with EUSA Pharma, Leap Therapeutics, Assembly Biosciences, Inc., Bio-Thera Solutions, Ltd., and Singlomics (Beijing DanXu) Biopharmaceuticals Co., Ltd. • Entered into distribution agreements for Israel, Latin America, Middle East & North Africa and Turkey • Negotiated tislelizumab out-license transaction which was signed and closed in early 2021 | | | 15% | | | 22.5% | | | 22.5% | |
2020 Corporate Goals | | | 2020 Corporate Key Achievements | | | Target Weighting (% Corporate Portion) | | | Maximum Weighting (% Corporate Portion) | | | Actual Achievement for 2020 (as a % of target) | |
Finance/Strategy/Human Resources • Operate within the approved budget • Hire key finance leadership to supplement the existing finance organization • Secure a specified number of new investors • Further develop and implement portfolio prioritization, corporate planning, and business review/approval process • Achieve other corporate financial, strategic and human resources objectives | | | • Operated within the approved budget • Hired key finance leadership • Raised US$2.1 billion in a registered direct offering • Achieved inclusion of Company shares in the Shanghai-Hong Kong and Shenzhen-Hong Kong Stock Connect programs • Initiated STAR Market listing | | | 10% | | | 15% | | | 15% | |
Total | | | | | | 100% | | | 150% | | | 140% | |
Name | | | 2020 Target Award (% of Base Salary) | | | 2020 Target Award Opportunity (US$) | | | 2020 Actual Bonus Payment (US$) | | | 2020 Actual Bonus Payment (% of Target Award Opportunity) | | ||||||||||||
John V. Oyler | | | | | 65% | | | | | | 455,000 | | | | | | 637,000 | | | | | | 140% | | |
Xiaobin Wu | | | | | 50% | | | | | | 305,862(1) | | | | | | 435,853(1) | | | | | | 143% | | |
Howard Liang | | | | | 50% | | | | | | 222,500 | | | | | | 305,938 | | | | | | 138% | | |
Jane Huang | | | | | 50% | | | | | | 222,500 | | | | | | 294,813 | | | | | | 133% | | |
| | | Option Award | | | RSU Award | | | | | | | | ||||||||||||||||||||||||
Name | | | Option Award (# Ordinary Shares) | | | Grant Date Fair Value (US$) | | | Exercise Price per ordinary shares (US$) | | | RSU Award (# Ordinary Shares) | | | Grant Date Fair Value (US$) | | | Total Grant Date Fair Value (US$) | | ||||||||||||||||||
John V. Oyler | | | | | 1,821,976 | | | | | | 12,999,981 | | | | | | 13.42 | | | | | | — | | | | | | — | | | | | | 12,999,981 | | |
Xiaobin Wu | | | | | 756,821 | | | | | | 5,399,994 | | | | | | 13.42 | | | | | | 134,147 | | | | | | 1,799,943 | | | | | | 7,199,937 | | |
Howard Liang | | | | | 315,341 | | | | | | 2,249,990 | | | | | | 13.42 | | | | | | 55,887 | | | | | | 749,875 | | | | | | 2,999,865 | | |
Jane Huang | | | | | 273,286 | | | | | | 1,949,923 | | | | | | 13.42 | | | | | | 48,438 | | | | | | 649,926 | | | | | | 2,599,849 | | |
| | | Base Salary | | |||||||||||||||
Name | | | 2020 (US$) | | | 2021 (US$) | | | Increase (%) | | |||||||||
John V. Oyler | | | | | 700,000 | | | | | | 740,000 | | | | | | 5.7% | | |
Xiaobin Wu | | | | | 611,723(1) | | | | | | 656,370(1) | | | | | | 7.3% | | |
Howard Liang | | | | | 445,000 | | | | | | 445,000 | | | | | | —% | | |
Jane Huang | | | | | 445,000 | | | | | | 460,000 | | | | | | 3.4% | | |
Name and Principal Position | | | Year | | | Salary (US$) | | | Share Awards (US$)(1) | | | Option Awards (US$)(1) | | | Non-Equity Incentive Plan Compensation (US$) | | | All Other Compensation (US$) | | | Total | | | | | |||||||||||||||||||||
John V. Oyler Founder, Chief Executive Officer and Chairman | | | | | 2020 | | | | | | 695,833 | | | | | | — | | | | | | 12,999,981 | | | | | | 637,000(3) | | | | | | 76,516(2)(4) | | | | | | 14,409,330 | | | | ||
| | | 2019 | | | | | | 675,000 | | | | | | — | | | | | | 10,999,967 | | | | | | 544,050(6) | | | | | | 356,457(5) | | | | | | 12,575,474 | | | | ||||
| | | 2018 | | | | | | 650,000 | | | | | | 9,822,758 | | | | | | 16,791,861 | | | | | | 561,925(8) | | | | | | 69,275(7) | | | | | | 27,895,819 | | | | ||||
Xiaobin Wu President, Chief Operating Officer and General Manager of China | | | | | 2020 | | | | | | 606,896(2) | | | | | | 1,799,943 | | | | | | 5,399,994 | | | | | | 435,853(3) | | | | | | 182,658(2)(9) | | | | | | 8,425,344 | | | ��� | ||
| | | 2019 | | | | | | 581,957(5) | | | | | | 3,999,946 | | | | | | 3,999,953 | | | | | | 379,727(6) | | | | | | 165,813(5) | | | | | | 9,127,396 | | | | ||||
| | | 2018 | | | | | | 380,944(7)(10) | | | | | | 14,999,860 | | | | | | 5,767,876 | | | | | | 261,956(8) | | | | | | 138,483(7) | | | | | | 21,549,119 | | | | ||||
Howard Liang Chief Financial Officer and Chief Strategy Officer | | | | | 2020 | | | | | | 443,333 | | | | | | 749,875 | | | | | | 2,249,990 | | | | | | 305,938(3) | | | | | | 11,400(11) | | | | | | 3,760,536 | | | | ||
| | | 2019 | | | | | | 435,000 | | | | | | 699,967 | | | | | | 2,799,967 | | | | | | 251,213(6) | | | | | | 8,400 | | | | | | 4,194,547 | | | | ||||
| | | 2018 | | | | | | 425,000 | | | | | | 645,770 | | | | | | 2,583,182 | | | | | | 278,375(8) | | | | | | 8,250 | | | | | | 3,940,577 | | | | ||||
Jane Huang Chief Medical Officer,Hematology | | | | | 2020 | | | | | | 443,333 | | | | | | 649,926 | | | | | | 1,949,923 | | | | | | 294,813(3) | | | | | | 11,400(11) | | | | | | 3,349,395 | | | | ||
| | | 2019 | | | | | | 435,000 | | | | | | 579,887 | | | | | | 2,319,972 | | | | | | 262,088(6) | | | | | | 8,400 | | | | | | 3,605,347 | | | | ||||
| | | 2018 | | | | | | 425,000 | | | | | | 549,851 | | | | | | 2,199,983 | | | | | | 278,375(8) | | | | | | 8,250 | | | | | | 3,461,459 | | | |
| | | | | | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | All Other Share Awards: Number of Shares or Units | | | All Other Option Awards: Number of Securities Underlying Options | | | Exercise or Base Price of Shares and Option | | | Grant Date Fair Value of Share and Option | | | |||||||||||||||||||||||
| | | Grant | | | Target | | | Maximum | | | (#Ordinary | | | (#Ordinary | | | Awards | | | Awards | | | |||||||||||||||||||||||
Name | | | Date | | | (US$) | | | (US$) | | | Shares)(2) | | | Shares)(3) | | | (US$/Share)(4) | | | (US$)(5) | | | |||||||||||||||||||||||
John V. Oyler | | | | | | | | | | | 455,000 | | | | | | 682,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/17/2020 | | | | | | | | | | | | | | | | | | | | | | | | 1,821,976 | | | | | | 13.42 | | | | | | 12,999,981 | | | | ||
Xiaobin Wu | | | | | | | | | | | 305,862(6) | | | | | | 458,792(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/17/2020 | | | | | | | | | | | | | | | | | | 134,147 | | | | | | | | | | | | | | | | | | 1,799,943 | | | | ||
| | | | | 6/17/2020 | | | | | | | | | | | | | | | | | | | | | | | | 756,821 | | | | | | 13.42 | | | | | | 5,399,994 | | | | ||
Howard Liang | | | | | | | | | | | 222,500 | | | | | | 333,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/17/2020 | | | | | | | | | | | | | | | | | | 55,887 | | | | | | | | | | | | | | | | | | 749,875 | | | | ||
| | | | | 6/17/2020 | | | | | | | | | | | | | | | | | | | | | | | | 315,341 | | | | | | 13.42 | | | | | | 2,249,990 | | | | ||
Jane Huang | | | | | | | | | | | 222,500 | | | | | | 333,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/17/2020 | | | | | | | | | | | | | | | | | | 48,438 | | | | | | | | | | | | | | | | | | 649,926 | | | | ||
| | | | | 6/17/2020 | | | | | | | | | | | | | | | | | | | | | | | | 273,286 | | | | | | 13.42 | | | | | | 1,949,923 | | | |
| | | Option Awards(1) | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||
Name | | | Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options (#Ordinary Shares) Exercisable | | | Number of Securities Underlying Unexercised Options (#Ordinary Shares) Unexercisable | | | Option Exercise Price (US$) | | | Option Expiration Date | | | Number of Shares That Have Not Vested (#Ordinary Shares) | | | Market Value of Shares or Units of Stock That Have Not Vested (US$)(2) | | |||||||||||||||||||||
John V. Oyler | | | | | 7/19/2015 | | | | | | 11,400,500 | | | | | | — | | | | | | 0.50 | | | | | | 7/19/2025 | | | | | | | | | | | | | | |
| | | | | 7/13/2016 | | | | | | 2,047,500 | | | | | | — | | | | | | 2.84 | | | | | | 11/15/2026 | | | | | | | | | | | | | | |
| | | | | 6/30/2017 | | | | | | 817,960 | | | | | | 117,039 | | | | | | 7.70 | | | | | | 9/26/2027 | | | | | | | | | | | | | | |
| | | | | 6/30/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 128,778(3) | | | | | | 2,559,611 | | |
| | | | | 4/30/2018 | | | | | | 664,417 | | | | | | 332,384 | | | | | | 13.04 | | | | | | 4/29/2028 | | | | | | | | | | | | | | |
| | | | | 4/30/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 287,482(3) | | | | | | 5,714,036 | | |
| | | | | 6/26/2018 | | | | | | 818,688 | | | | | | 491,400 | | | | | | 12.34 | | | | | | 6/25/2028 | | | | | | | | | | | | | | |
| | | | | 6/26/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 94,146(3) | | | | | | 1,871,260 | | |
| | | | | 6/5/2019 | | | | | | 822,406 | | | | | | 1,370,876 | | | | | | 9.23 | | | | | | 6/4/2029 | | | | | | | | | | | | | | |
| | | | | 6/17/2020 | | | | | | 1,821,976 | | | | | | — | | | | | | 13.42 | | | | | | 6/16/2030 | | | | | | | | | | | | | | |
Xiaobin Wu | | | | | 4/30/2018 | | | | | | 408,642 | | | | | | 357,955(4) | | | | | | 13.04 | | | | | | 4/29/2028 | | | | | | | | | | | | | | |
| | | | | 4/30/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 689,949(5) | | | | | | 13,713,532 | | |
| | | | | 6/5/2019 | | | | | | 299,065 | | | | | | 498,485 | | | | | | 9.23 | | | | | | 6/4/2029 | | | | | | | | | | | | | | |
| | | | | 6/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 325,104(3) | | | | | | 6,461,817 | | |
| | | | | 6/17/2020 | | | | | | 756,821 | | | | | | — | | | | | | 13.42 | | | | | | 6/16/2030 | | | | | | | | | | | | | | |
| | | | | 6/17/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 134,147(3) | | | | | | 2,666,326 | | |
Howard Liang | | | | | 7/15/2015 | | | | | | 831,000 | | | | | | — | | | | | | 0.50 | | | | | | 7/1/2025 | | | | | | | | | | | | | | |
| | | | | 7/13/2016 | | | | | | 1,752,504 | | | | | | — | | | | | | 2.84 | | | | | | 11/15/2026 | | | | | | | | | | | | | | |
| | | | | 6/29/2017 | | | | | | 1,093,664 | | | | | | 156,325 | | | | | | 3.46 | | | | | | 6/28/2027 | | | | | | | | | | | | | | |
| | | | | 6/26/2018 | | | | | | 227,474 | | | | | | 136,734 | | | | | | 12.34 | | | | | | 6/25/2028 | | | | | | | | | | | | | | |
| | | | | 6/26/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,182(3) | | | | | | 520,397 | | |
| | | | | 6/5/2019 | | | | | | 209,300 | | | | | | 348,985 | | | | | | 9.23 | | | | | | 6/4/2029 | | | | | | | | | | | | | | |
| | | | | 6/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 56,901(3) | | | | | | 1,130,973 | | |
| | | | | 6/17/2020 | | | | | | — | | | | | | 315,341 | | | | | | 13.42 | | | | | | 6/16/2030 | | | | | | | | | | | | | | |
| | | | | 6/17/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 55,887 | | | | | | 1,110,819 | | |
Jane Huang | | | | | 9/2/2016 | | | | | | 324,571 | | | | | | — | | | | | | 2.27 | | | | | | 9/1/2026 | | | | | | | | | | | | | | |
| | | | | 6/27/2017 | | | | | | 727,805 | | | | | | 122,655 | | | | | | 3.49 | | | | | | 6/26/2027 | | | | | | | | | | | | | | |
| | | | | 6/26/2018 | | | | | | 96,343 | | | | | | 116,337 | | | | | | 12.34 | | | | | | 6/25/2028 | | | | | | | | | | | | | | |
| | | | | 6/26/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,282(3) | | | | | | 442,880 | | |
| | | | | 6/5/2019 | | | | | | 173,433 | | | | | | 289,146 | | | | | | 9.23 | | | | | | 6/4/2029 | | | | | | | | | | | | | | |
| | | | | 6/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 47,138(3) | | | | | | 936,922 | | |
| | | | | 6/17/2020 | | | | | | — | | | | | | 273,286 | | | | | | 13.42 | | | | | | 6/16/2030 | | | | | | | | | | | | | | |
| | | | | 6/17/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 48,438 | | | | | | 962,761 | | |
| | | Option Awards | | | Share Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#Ordinary Shares) | | | Value Realized on Exercise (US$)(1) | | | Number of Shares Acquired on Vesting (#Ordinary Shares) | | | Value Realized on Vesting (US$)(2) | | ||||||||||||
John V. Oyler | | | | | — | | | | | | — | | | | | | 319,527 | | | | | | 4,262,798 | | |
Xiaobin Wu | | | | | — | | | | | | — | | | | | | 338,338 | | | | | | 4,137,605 | | |
Howard Liang | | | | | 2,964,000 | | | | | | 51,866,177 | | | | | | 32,032 | | | | | | 447,402 | | |
Jane Huang | | | | | 351,000 | | | | | | 3,951,215 | | | | | | 26,845 | | | | ��� | | 375,279 | | |
Executive Benefits and Payment upon Termination | | | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | | | Change in Control (US$) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | | |||||||||
Compensation: | | | | | | | | | | | | | | | | | | | |
Base salary | | | | | 1,166,667(1) | | | | | | — | | | | | | 1,400,000(7) | | |
Cash incentive bonus | | | | | 475,000(2) | | | | | | — | | | | | | 475,000(2) | | |
Share options unvested and accelerated | | | | | 23,500,818(3) | | | | | | 33,762,013(5) | | | | | | 33,762,013(5) | | |
RSU awards unvested and accelerated | | | | | 10,144,908(4) | | | | | | 10,144,908(6) | | | | | | 10,144,908(6) | | |
Total | | | | | 35,287,393 | | | | | | 43,906,921 | | | | | | 45,781,921 | | |
Executive Benefits and Payment upon Termination | | | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | | ||||||
Compensation: | | | | | | | | | | | | | |
Base salary | | | | | 917,585(1) | | | | | | 917,585(1) | | |
Cash incentive bonus | | | | | — | | | | | | — | | |
Share options unvested and accelerated | | | | | 1,570,866(2) | | | | | | 12,641,287(5) | | |
RSU awards unvested and accelerated | | | | | 13,712,757(3) | | | | | | 27,412,595(6) | | |
Healthcare benefits | | | | | 17,921(4) | | | | | | 17,921(4) | | |
Total | | | | | 16,219,128 | | | | | | 40,989,387 | | |
Executive Benefits and Payment upon Termination | | | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | | | Change in Control (US$) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | | |||||||||
Compensation: | | | | | | | | | | | | | | | | | | | |
Base salary | | | | | 333,750(1) | | | | | | — | | | | | | 333,750(1) | | |
Cash incentive bonus | | | | | — | | | | | | — | | | | | | — | | |
Share options unvested and accelerated | | | | | — | | | | | | 9,350,280(3) | | | | | | 9,350,280(3) | | |
RSU awards unvested and accelerated | | | | | — | | | | | | 2,762,189(4) | | | | | | 2,762,189(4) | | |
Healthcare benefits | | | | | 23,220(2) | | | | | | — | | | | | | 23,220(2) | | |
Total | | | | | 356,970 | | | | | | 12,112,469 | | | | | | 12,469,439 | | |
Executive Benefits and Payment upon Termination | | | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | | | | | ||||||
Compensation: | | | | | | | | | | | | | | | | |
Base salary | | | | | 445,000(1) | | | | | | 445,000(1) | | | | | |
Cash incentive bonus | | | | | — | | | | | | — | | | | | |
Share options unvested and accelerated | | | | | — | | | | | | 7,730,659(3) | | | | | |
RSU awards unvested and accelerated | | | | | — | | | | | | 2,342,564(4) | | | | | |
Healthcare benefits | | | | | 20,250(2) | | | | | | 20,250(2) | | | | | |
Total | | | | | 465,250 | | | | | | 10,538,473 | | | | | |
Plan Category | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#Ordinary Shares) | | | Weighted-average Exercise Price of Outstanding Option, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (#Ordinary Shares) | | |||||||||
Equity compensation plans approved by security holders | | | | | 97,647,698(1) | | | | | US$ | 6.82 | | | | | | 73,540,277(2) | | |
Equity compensation plans not approved by security holders | | | | | 22,221,030(3) | | | | | US$ | 0.52 | | | | | | 9,103,756(4) | | |
Total | | | | | 119,868,728 | | | | | | — | | | | | | 82,644,033 | | |
| | | Annual Retainer (US$) | | |||
Board of Directors: | | | | | | | |
All independent directors | | | | | 60,000(1) | | |
Audit Committee: | | | | | | | |
Chairperson | | | | | 22,500 | | |
Non-Chairperson members | | | | | 12,500(2) | | |
Compensation Committee: | | | | | | | |
Chairperson | | | | | 17,500 | | |
Non-Chairperson members | | | | | 10,000(3) | | |
Nominating and Corporate Governance Committee: | | | | | | | |
Chairperson | | | | | 12,500 | | |
Non-Chairperson members | | | | | 7,500(4) | | |
Commercial and Medical Affairs Advisory Committee: | | | | | | | |
Chairperson | | | | | 16,500 | | |
Non-Chairperson members | | | | | 9,000(3) | | |
Scientific Advisory Committee: | | | | | | | |
Chairperson | | | | | 16,500 | | |
Non-Chairperson members | | | | | 9,000(3) | | |
Name(1) | | | Fees Earned or Paid in Cash (US$) | | | Option Awards (US$)(2) | | | All Other Compensation (US$) | | | Total (US$) | | ||||||||||||
Timothy Chen | | | | | 69,592 | | | | | | 299,918 | | | | | | — | | | | | | 369,510 | | |
Donald W. Glazer | | | | | 62,500 | | | | | | 299,918 | | | | | | — | | | | | | 362,418 | | |
Michael Goller | | | | | 60,625 | | | | | | 299,918 | | | | | | — | | | | | | 360,543 | | |
Anthony C. Hooper | | | | | 69,042 | | | | | | 428,095 | | | | | | — | | | | | | 497,137 | | |
Ranjeev Krishana | | | | | 63,125 | | | | | | 299,918 | | | | | | — | | | | | | 363,043 | | |
Thomas Malley | | | | | 78,125 | | | | | | 299,918 | | | | | | — | | | | | | 378,043 | | |
Corsee Sanders | | | | | 23,894 | | | | | | 244,837 | | | | | | — | | | | | | 268,731 | | |
Jing-Shyh (Sam) Su | | | | | 58,958 | | | | | | 299,918 | | | | | | — | | | | | | 358,876 | | |
Xiaodong Wang(3) | | | | | — | | | | | | — | | | | | | 4,249,930 | | | | | | 4,249,930 | | |
Qingqing Yi | | | | | 73,125 | | | | | | 299,918 | | | | | | — | | | | | | 373,043 | | |
Name of Director | | | Nature of Interest | | | Number of Ordinary Shares | | | Approximate Percentage of Holding(1) | | ||||||
John V. Oyler | | | Beneficial owner | | | | | | | | | | | | ||
| | | Settlor of a trust/Beneficiary of a trust | | | | | 10,000,000 | | | | | | | | |
| | | Settlor of a trust/Interest of a minor child | | | | | 102,188 | | | | | | 0.01% | | |
| | | Settlor of a trust/Beneficiary of a trust | | | | | 7,727,927 | | | | | | 0.65% | | |
| | | Settlor of a trust/Beneficiary of a trust | | | | | 29,439,115 | | | | | | | | |
| | | Settlor of a trust | | | | | 510,941 | | | | | | 0.04% | | |
| | | Interest of a minor child | | | | | 545,597(8) | | | | | | 0.05% | | |
| | | Other | | | | | 1,591,317(9) | | | | | | 0.13% | | |
Xiaodong Wang | | | Beneficial owner | | | | | | | | | | | | ||
| | | Interest of a minor child | | | | | 172,372 | | | | | | 0.01% | | |
| | | Interest in controlled corporation | | | | | | | | | | | | ||
| | | Other | | | | | 1,244,542(13) | | | | | | 0.104% | | |
| | | Interest of spouse | | | | | 50 | | | | | | 0.000004% | | |
Anthony C. Hooper | | | Beneficial owner | | | | | 67,353(15) | | | | | | 0.006% | | |
Timothy Chen | | | Beneficial owner | | | | | 460,340 | | | | | | 0.04% | | |
Donald W. Glazer | | | Beneficial owner | | | | | | | | | | | | ||
Michael Goller | | | | | | | 336,700 | | | | | | 0.03% | | | |
Ranjeev Krishana | | | | | | | 336,700 | | | | | | 0.03% | | | |
Thomas Malley | | | Beneficial owner | | | | | 1,249,448 | | | | | | | | |
Corazon (Corsee) D. Sanders | | | Beneficial owner | | | | | 27,482 | | | | | | 0.002% | | |
| | Beneficial owner | | | | | 173,277 | | | | | | 0.01% | | | |
Qingqing Yi | | | Beneficial owner | | | | | 327,418 | | | | | | 0.03% | | |
Name of Shareholder | | Capacity/Nature of Interest | | Number of Shares/Underlying Shares | | Approximate Percentage of Holding(1) | | | Capacity/Nature of Interest | | Number of Shares/Underlying Shares | | Approximate Percentage of Holding(1) | | ||||||||||||||||||
Amgen Inc. | | Beneficial owner | | | | 240,816,849 | | | | | 20.36% | | | | Beneficial owner | | | | 244,117,549 | | | | | 20.39% | | | ||||||
Julian C. Baker(2) | | Beneficial owner/Interest in controlled corporations/Person having a security interest in shares | | | | 174,056,354 | | | | | 14.71% | | | | Beneficial owner/Interest in controlled corporations/Person having a security interest in shares/Trustee | | | | 152,831,254 | | | | | 12.76% | | | ||||||
Felix J. Baker(2) | | Beneficial owner/Interest in controlled corporations/Person having a security interest in shares | | | | 174,056,354 | | | | | 14.71% | | | | Beneficial owner /Interest in controlled corporations/Person having a security interest in shares/Trustee | | | | 152,831,254 | | | | | 12.76% | | | ||||||
Baker Bros. Advisors (GP) LLC (2) | | Investment manager/Other | | | | 173,594,207 | | | | | 14.68% | | | |||||||||||||||||||
Baker Bros. Advisors (GP) LLC. (2) | | Investment manager/Other | | | | 152,369,107 | | | | | 12.73% | | | |||||||||||||||||||
Baker Bros. Advisors LP(2) | | Investment manager/Other | | | | 158,919,261 | | | | | 13.43% | | | | Investment manager/Other | | | | 152,369,107 | | | | | 12.73% | | | ||||||
Baker Brothers Life Sciences Capital, L.P. (2) | | Interest in controlled corporations/Other | | | | 159,235,478 | | | | | 13.46% | | | | Interest in controlled corporations/Other | | | | 141,217,049 | | | | | 11.79% | | | ||||||
Gaoling Fund, L.P.(3) | | Beneficial owner | | | | 129,433,059 | | | | | 10.94% | | | | Beneficial owner | | | | 129,433,059 | | | | | 10.81% | | | ||||||
Hillhouse Capital Advisors, Ltd. (3) | | Investment manager | | | | 133,587,655 | | | | | 11.29% | | | | Investment manager | | | | 133,587,655 | | | | | 11.16% | | | ||||||
The Capital Group Companies, Inc. (4) | | Interest in controlled corporations | | | | 100,858,645 | | | | | 8.53% | | | |||||||||||||||||||
Fidelity Management & Research Company (5) | | Interest in controlled corporations | | | | 76,202,408 | | | | | 6.44% | | | |||||||||||||||||||
FMR Co., Inc.(5) | | Beneficial owner/Interest in controlled corporations | | | | 71,180,714 | | | | | 6.02% | | | |||||||||||||||||||
FMR LLC(5) | | Interest in controlled corporations | | | | 69,781,300 | | | | | 5.90% | | | |||||||||||||||||||
Fidelity Management & Research Company (4) | | Interest in controlled corporations | | | | 76,202,408 | | | | | 6.36% | | | |||||||||||||||||||
FMR Co., Inc.(4) | | Beneficial interest/Interest in controlled corporations | | | | 71,180,714 | | | | | 5.94% | | | |||||||||||||||||||
FMR LLC(4) | | Interest in controlled corporations | | | | 60,784,372 | | | | | 5.08% | | | |||||||||||||||||||
The Capital Group Companies, Inc. (5) | | Interest in controlled corporations | | | | 95,293,082 | | | | | 7.96% | | | |||||||||||||||||||
JPMorgan Chase & Co. | | Interest in controlled corporations | | | | 3,125,384 | | | | | 0.26% | | | | Interest in controlled corporations | | | | 7,882,841 | | | | | 0.66% | | | ||||||
| | | | | | 3,681,916(S) | | | | | 0.31%(S) | | | | | | | | 6,611,021(S) | | | | | 0.55%(S) | | | ||||||
| | Investment manager | | | | 901,856 | | | | | 0.08% | | | | Investment manager | | | | 1,684,598 | | | | | 0.14% | | | ||||||
| | Person having a security interest in shares | | | | 600,863 | | | | | 0.05% | | | | | | | | 40,261(S) | | | | | 0.003%(S) | | | ||||||
| | Trustee | | | | 23,582 | | | | | 0.002% | | | | Person having a security interest in shares | | | | 1,031,250 | | | | | 0.09% | | | ||||||
| | Approved lending agent | | | | 78,286,391 | | | | | 6.62% | | | | Trustee | | | | 19,942 | | | | | 0.002% | | | ||||||
| | Approved lending agent | | | | 72,586,865 | | | | | 6.06% | | |
Name | | | Qualification | |
Anglo Chinese Corporate Finance, Limited | | | A corporation licensed to conduct Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO | |
| ADS | | | means an American Depositary Share representing the Ordinary Shares. | |
| Articles | | | means these articles of association of the Company as amended or amended and restated from time to time. | |
| Auditor | | | means the person for the time being performing the duties of auditor of the Company (if any). | |
| Board or Board of Directors or Directors | | | means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof. | |
| Cayman Islands | | | means the Cayman Islands, a British Overseas Territory. | |
| Chairman | | | means the chairman of the Board. | |
| Class or Classes | | | means any class or classes of Shares as may from time to time be issued by the Company. | |
| Class I | | | means the group of Directors that serves until the first annual general meeting following the Effectiveness Date and for each successive three year term thereafter. | |
| Class II | | | means the group of Directors that serves until the second annual general meeting following the Effectiveness Date and for each successive three year term thereafter. | |
| Class III | | | means the group of Directors that serves until the third annual general meeting following the Effectiveness Date and for each successive three year term thereafter. | |
| Commission | | | means the United States of America Securities and Exchange Commission or any other federal agency for the time being administering the Securities Act. | |
| Company | | | means the above named company. | |
| Company’s Website | | | means the main corporate and investor relations website of the Company, the address or domain name of which has been notified to Members. | |
| Designated Stock Exchanges | | | means Thethe NASDAQ Stock Market LLC in the United States for so long as the Company’s Shares or ADSs are there listed, Thethe | |
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| Designated Stock Exchange Rules | | | | |||||||
| Directors | | | | |||||||
| Effectiveness Date | | | means February 8, 2016. | | ||||||
| Electronic Record | | | has the same meaning as in the Electronic Transactions LawAct. | | ||||||
| electronic communication | | | means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved upon by vote of the Board of Directors. | | ||||||
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| Indemnified Person | | | means every Director (including any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s Auditors) and the personal representatives of the same. | |
| Independent Director | | | means a Director who is an independent director defined in the Designated Stock Exchange Rules as determined by the Board of Directors. | |
| Interested Director | | | means a Director who has a direct or indirect interest in any contract, business or arrangement in which the Company or its affiliates is a party or becomes a party to. | |
| Law | | | means the Companies LawAct of the Cayman Islands as amended from time to time. | |
| Mainland China | | | means the mainland of the People’s Republic of China, for the purpose of these Articles, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the Taiwan Region. | |
| Member | | | has the same meaning as in the Law. | |
| Memorandum | | | means the memorandum of association of the Company, as amended or amended and restated from time to time. | |
| month | | | means calendar month. | |
| Operational Currency | | | in relation to each Class, such currency as the Directors may determine in accordance with these Articles; | |
| Ordinary Resolution | | | means a resolution: passed by a simple majority of the votes cast by Members who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company, and in | |
| | | | computing a majority, regard shall be had to the number of votes to which each Member is entitled; or (b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed. | |
| Ordinary Share | | | means an ordinary share of US$0.0001 par value each, in the capital of the Company having the rights, benefits and privileges set out in these Articles. | |
| paid up | | | means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up. | |
| Person | | | means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires. | |
| Register of Members | | | means the register of Members maintained in accordance with the Law and includes (except where otherwise stated) any duplicate register of Members. | |
| Registered Office | | | means the registered office for the time being of the Company. | |
| RMB | | | means Renminbi, the lawful currency of the People’s Republic of China. | |
| Seal | | | means the common seal of the Company (if adopted) and includes every duplicate seal. | |
| Secretary | | | means any Person appointed by the Directors to perform any of the duties of the secretary of the Company. | |
| Securities Act | | | means the United States Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. | |
| Share | | | means a share in the Company and includes a fraction of a share in the Company. | |
| Share Premium Account | | | means the share premium account established in accordance with these Articles and the Companies Law. | |
| signed | | | means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication. | |
| Special Resolution | | | means a special resolution of the Company passed in accordance with the Law, being a resolution: (a) passed by a majority of at least two-thirds of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, regard being had in computing a majority to the number of votes to which each Member is entitled; or | |
| | | | (b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the Special Resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed. | |
| Treasury Share | | | means a Share held in the name of the Company as a treasury share in accordance with the Law. | |
| United States | | | means the United States of America, its territories, its possessions and all areas subject to its jurisdiction. | |
| year | | | means calendar year. | |