CStone Pharmaceuticals — Capital/Financing Update 2020

Jul 16, 2020

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CStone Pharmaceuticals 基石藥業

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2616)

VOLUNTARY ANNOUNCEMENT GRANT OF RESTRICTED SHARE UNITS AND PROPOSED ISSUE OF SHARES PURSUANT TO THE POST-IPO RSU SCHEME

References are made to the announcements of CStone Pharmaceuticals dated March 22, 2019, January 31, 2020 and May 21, 2020, and the poll results of the annual general meeting held on June 23, 2020 in relation to the adoption, grant of restricted share units (“ RSUs ”) and proposed issue of new shares pursuant to the Post-IPO RSU Scheme (the “ Announcements ”).

Unless otherwise stated, capital terms used in this announcement shall have the same meanings as defined in the Announcements.

GRANT OF RESTRICTED SHARE UNITS AND PROPOSED ISSUE OF SHARES PURSUANT TO THE POST-IPO RSU SCHEME

The Board announces that pursuant to the Post-IPO RSU Scheme, outstanding RSUs representing 25,650,386 Shares (the “ RSU Awards ”) were granted during the period from March 22, 2019 (being the adoption date of the Post-IPO RSU Scheme) to June 23, 2020 (being the date of annual general meeting of the Company on which the ordinary resolution to give a specific mandate to the Directors to allot and issue 9,108,095 Shares to a Director was approved) to approximately 130 grantees, including a Director (in respect of 9,108,095 Shares) and other employees of the Group (in respect of 16,542,291 Shares) who have contributed or will contribute to the growth and development of the Group. The said 16,542,291 Restricted Shares (equals to (a)+(b)-(c)-(d)) is calculated based on (a) 15,065,457 RSUs granted to continuous contract employees of the Company who are not connected persons of the Company (the “ Continuous Contract Employees ”) which were outstanding as of December 31, 2019 as disclosed on page 48 of the 2019 annual report of the Company; (b) 1,833,000 RSUs granted to Continuous Contract Employees from January 1, 2020 to June 23, 2020; (c) nil RSUs exercised from January 1, 2020 to June 23, 2020; and (d) 356,166 RSUs cancelled or lapsed from January 1, 2020 to June 23, 2020.

The grant to the Director would be satisfied through the issuance of new Shares pursuant to the specific mandate granted to the directors of the Company at the annual general meeting of the Company dated June 23, 2020. The grant to the Continuous Contract Employees would be satisfied through the issuance of new Shares under the Company’s available general mandate. Both grants are subject to the obtaining of listing approval and compliance with all applicable Listing Rules.

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Save as disclosed above, none of the grantees of the Restricted Shares is a director, chief executive or substantial shareholder of the Company or associate (as defined in the Listing Rules) of any of them.

The vesting schedule of the RSU Awards shall be as follows:

• (i) in relation to 16,790,386 RSUs granted: 25% of the grant will vest on the first anniversary of the relevant grant date and the remaining 75% of grant will vest in 36 equal monthly instalments thereafter; and

• (ii) in relation to 8,860,000 RSUs granted: 25% of the grant will vest on each of the first, second, third and fourth anniversaries of the relevant grant date,

provided always that the Compensation Committee has the discretion to accelerate the above vesting schedule on a case-by-case basis.

LISTING RULES IMPLICATIONS

The Post-IPO RSU Scheme does not constitute a share option scheme pursuant to Chapter 17 of the Listing Rules and is a discretionary scheme of the Company. No shareholders’ approval is required to adopt the Post-IPO RSU Scheme, and this announcement is made on a voluntary basis.

Where RSUs are granted to connected persons of the Company, the Company shall comply with all relevant provisions of the Listing Rules, including Chapter 14A, unless exemptions apply.

Pursuant to the Post-IPO RSU Scheme, vesting of the RSUs will be satisfied by Shares issued by the Company to the Selected Participants under its available general mandate or special mandate, in compliance with the Post-IPO RSU Scheme and all applicable laws, rules and regulations.

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

Shanghai, People’s Republic of China, July 16, 2020

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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