(5)
Includes (i) 5,660,698 ordinary shares held by Dr. Wang, (ii) Dr. Wang’s entitlement to receive up to 9,748,058 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options, and (iii) Dr. Wang’s entitlement to restricted share units equivalent to 62,549 ordinary shares, subject to vesting conditions; (iv) 50 ordinary shares held by Dr. Wang’s spouse; (v) 172,372 ordinary shares held in a UTMA account for Dr. Wang’s minor child, in which Dr. Wang is deemed to be interested for the purpose of the SFO; (vi) 4,253,998 ordinary shares held by Wang Investment LLC, of which 99% of the limited liability company interest is owned by two grantor retained annuity trusts, of which Dr. Wang’s wife is a trustee, in which Dr. Wang is deemed to be interested for the purpose of the SFO and (vii) 1,127,542 ordinary shares held by a family trust which Dr. Wang’s family members are beneficiaries, in which Dr. Wang is deemed to be interested for the purpose of the SFO.
(6)
Includes Mr. Hooper’s entitlement to receive up to 399,838 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options; and (ii) Mr. Hooper’s entitlement to restricted share units equivalent to 7,800 ordinary shares, subject to vesting conditions.
(7)
Includes Mr. Chen’s entitlement to receive up to 407,638 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options; and (ii) Mr. Chen’s entitlement to restricted share units equivalent to 7,800 ordinary shares, subject to vesting conditions.
(8)
Includes Dr. Dugan’s entitlement to receive up to 22,581 ordinary shares pursuant to the exercise of options granted to her, subject to the conditions (including vesting conditions) of these options.
(9)
Includes (i) 2,746,729 ordinary shares held by Mr. Glazer; (ii) Mr. Glazer’s entitlement to receive up to 344,916 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options; and (iii) Mr. Glazer’s entitlement to restricted share units equivalent to 7,800 ordinary shares, subject to vesting conditions.
(10)
Includes (i) 9,282 ordinary shares held by Mr. Goller; (ii) Mr. Goller’s entitlement to receive up to 344,916 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options; and (iii) Mr. Goller’s entitlement to restricted share units equivalent to 7,800 ordinary shares, subject to vesting conditions.
(11)
Includes (i) 9,282 ordinary shares held by Mr. Krishana (ii) Mr. Krishana’s entitlement to receive up to 344,916 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options; and (iii) Mr. Krishana’s entitlement to restricted share units equivalent to 7,800 ordinary shares, subject to vesting conditions.
(12)
Includes (i) 399,282 ordinary shares held by Mr. Malley and (ii) Mr. Malley’s entitlement to receive up to 867,664 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of those options; and (iii) Mr. Malley’s entitlement to restricted share units equivalent to 7,800 ordinary shares, subject to vesting conditions.
(13)
Includes Dr. Riva’s entitlement to receive up to 22,581 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options.
(14)
Includes Dr. Sanders is entitled to receive up to 44,980 ordinary shares pursuant to the exercise of options granted to her, subject to the conditions (including vesting conditions) of those options; and (ii) Dr. Sanders’ entitlement to restricted share units equivalent to 7,800 ordinary shares, subject to vesting conditions.
(15)
Includes Mr. Yi’s entitlement to receive up to 344,916 ordinary shares pursuant to the exercise of options granted to him, subject to the conditions (including vesting conditions) of these options; and (ii) Mr. Yi’s entitlement to restricted share units equivalent to 7,800 ordinary shares, subject to vesting conditions.
Board of Directors’ Views
Given that the directors believe that the Proposed RSU Grants will retain, motivate and incentivize the grantees and will benefit the long-term development of the Company, the directors consider that the terms of the Proposed RSU Grants are fair and reasonable and in the interests of the shareholders as a whole.
Independent Board Committees and Independent Financial Adviser
Independent Board Committee A, comprising Mr. Chen, Dr. Dugan, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Riva, Dr. Sanders and Mr. Yi, all being independent non-executive directors, has been formed to advise the independent shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grants to Mr. Oyler, Dr. Wang and Mr. Hooper.
Independent Board Committee B, comprising Dr. Dugan, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Riva, Dr. Sanders and Mr. Yi, all being independent non-executive directors, has been formed to advise the independent shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grant to Mr. Chen.
Independent Board Committee C, comprising Mr. Chen, Mr. Glazer, Mr. Goller, Mr. Krishana, Mr. Malley, Dr. Riva, Dr. Sanders and Mr. Yi, all being independent non-executive directors, has been formed to advise the independent shareholders as to the fairness and reasonableness of the terms of the Proposed RSU Grant to Dr. Dugan.