CStone Pharmaceuticals — Capital/Financing Update 2019

Dec 9, 2019

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.

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CStone Pharmaceuticals

基 石 藥 業

(Incorporated in the Cayman Islands with limited liability)

( Stock Code: 2616 )

GRANT OF SHARE OPTIONS

SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Listing Rules.

The Board announces that on December 9, 2019, the Company granted 6,906,500 Options to 22 Grantees in accordance with the terms of the Post-IPO ESOP, subject to acceptance.

Details of the Grant

The details of the Options granted to the Grantees are as follows:

Date of Grant: December 9, 2019 Number of Grantees: 22 Total number of new Shares to be 6,906,500 subscribed upon exercise of the Options granted: Consideration for the Grants: HK$1.00 to be paid by each Grantee upon acceptance of the Options granted Subscription price of the Options HK$10.79 per Share granted:

Closing price of the Shares on the HK$10.60 per Share date of grant:

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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.

Vesting period:

76,000 of the Options granted to the Grantees shall vest in the Grantees as follows:

• 25% shall vest on the first anniversary of the dates of effectiveness of each Grantee; and

• 75% shall vest monthly in equal installments over the following 36 months (rounding to the nearest whole Option).

6,830,500 of the Options granted to the Grantees shall vest in the Grantees as follows:

• 25% shall vest on the first anniversary of the dates of effectiveness of each Grantee;

• 25% shall vest on the second anniversary of the dates of effectiveness of each Grantee (rounding to the nearest whole Option);

• 25% shall vest on the third anniversary of the dates of effectiveness of each Grantee (rounding to the nearest whole Option); and

• 25% shall vest on the fourth anniversary of the dates of effectiveness of each Grantee.

The Option Grants are subject to any of the individual performance result and other requirements as set out in the grant letters to be entered into between the Grantees and the Company.

Subscription Price

The subscription price of the Options of HK$10.79 per Share represents the higher of (i) the closing price of the Shares of HK$10.60 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$10.79 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five trading days immediately preceding the Grant Date.

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Grants to Employees

Among the Options granted above, none of the Options were granted to any of the Directors, chief executive and substantial shareholder (as defined in the Listing Rules) of the Company or an associate of any of them (as defined in the Listing Rules). 6,906,500 Options were granted to other employees of the Group, subject to acceptance by the Grantees.

REASONS FOR AND BENEFITS OF THE GRANTS

The purpose of the aforesaid grants of the Options is to attract and retain employees, to reward eligible employee, officer, director, contractor, advisor or consultant of the Group for their past contribution to the Company, to provide incentives to the 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

	es.
	ENEFITS O	F THE GRANTS
	esaid grants o	f the Options is to attr	act and retain	employees, to reward e
	or, contractor,	advisor or consultant o	f the Group for	their past contribution
	ntives to the e	mployees to further cont	ribute to the Gr	oup and to align their in
	the Company a	nd the Shareholders as a	whole.
“Board”“Company”“Directors”“Grant”“Grant Date”“Grantee”“Group”“Hong Kong”“Listing Date”“Listing Rules”	the bo	ard of Directors
	CSton	e Pharmaceuticals基石	藥業, an exe	mpted company
	with	limited liability incorp	orated under t	he laws of the
	Caym	an Islands on December	2, 2015
	the di	rectors of the Company
	the gr	ant of an aggregate of 6,	906,500 Option	s to 22 Grantees
	in acc	ordance with the terms	of the Post-IPO	ESOP
	Dece	ber 9 2019
		,
	the e	mployees of the Group	who were gra	nted Options in
	accor	dance with the Post-IPO	ESOP on the G	rant Date
	the C	ompany and its subsidia	ies
	the H	ong Kong Special A	dministrative	Region of the
	Peopl	e’s Republic of China
	Febru	ary 26, 2019, being the	date on whic	the Shares are
	listed	and from which dealin	gs therein are p	ermitted to take
	place	on the Stock Exchange
	Rules	Governing the Listin	g of Securities	on The Stock
	Exch	ange of Hong Kong Lim	ited
		3

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“Option(s)” option(s) to subscribe for or acquire Shares which is granted under the Post-IPO ESOP “Post-IPO ESOP” the post-IPO employee share option plan adopted by the Company on January 30, 2019, with effect on the Listing Date “Shareholder(s)” holder(s) of shares in the Company “Shares” ordinary shares in the issued capital of the Company with a nominal value of HK$0.0001 each “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” or “subsidiaries” has the meaning ascribed to it by the Listing Rules “substantial shareholder” has the meaning ascribed to it by the Listing Rules

By order of the Board CStone Pharmaceuticals Dr. Frank Ningjun Jiang Chairman

Shanghai, People’s Republic of China, December 9, 2019

As at the date of this announcement, the Board of Directors of the Company comprises Dr. Frank Ningjun Jiang as Chairman and Executive Director, Dr. Wei Li, Mr. Qun Zhao, Mr. Yanling Cao, Mr. Guobin Zhang and Dr. Lian Yong Chen as non-executive Directors, and Dr. Paul Herbert Chew, Mr. Ting Yuk Anthony Wu and Mr. Hongbin Sun as independent non-executive Directors.

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