CStone Pharmaceuticals — Share Issue/Capital Change 2025

Apr 11, 2025

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.

荔石药业

CSTONE PHARMACEUTICALS

CStone Pharmaceuticals

基石藥業

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2616)

(I) GRANT OF RESTRICTED SHARE UNITS UNDER THE POST-IPO RSU SCHEME; AND

(II) GRANT OF SHARE OPTIONS UNDER THE POST-IPO ESOP

GRANT OF RSUs UNDER THE POST-IPO RSU SCHEME

On April 11, 2025, the Board has resolved to grant an aggregate of 6,757,200 RSUs to 95 RSU Grantees pursuant to the terms of the Post-IPO RSU Scheme.

Among the aggregate of 6,757,200 RSUs granted to the RSU Grantees, 1,134,000 RSUs were granted to a Director and 5,623,200 RSUs were granted to employees of the Company (including members of senior management).

GRANT OF SHARE OPTIONS UNDER THE POST-IPO ESOP

On April 11, 2025, the Board has resolved to grant an aggregate of 15,766,800 Share Options to 95 Share Option Grantees pursuant to the terms of the Post-IPO ESOP.

Among the aggregate of 15,766,800 Share Options granted to the Share Option Grantees, 2,646,000 Share Options were granted to a Director and 13,120,800 Share Options were granted to employees of the Company (including members of senior management).

This announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of the Listing Rules. The Board hereby announces that on April 11, 2025, the Company granted (i) a total of 6,757,200 RSUs to 95 RSU Grantees under the Post-IPO RSU Scheme; and (ii) a total of 15,766,800 Share Options to subscribe for an aggregate of 15,766,800 Shares to 95 Share Option Grantees under the Post-IPO ESOP, subject to the acceptance by the Grantees.

I. GRANT OF RSUs UNDER THE POST-IPO RSU SCHEME

On April 11, 2025, the Company granted a total of 6,757,200 RSUs, representing an aggregate of 6,757,200 Shares, to 95 RSU Grantees pursuant to the Post-IPO RSU Scheme.

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A summary of the aforesaid grant is set out below:

Grant Date: April 11, 2025

Number of RSU Grantees: 95 (being 1 Director and 94 employees of the Company (including members of senior management))

Total number of RSUs to be granted: 6,757,200 RSUs, including 1,134,000 RSUs granted to a Director and 5,623,200 RSUs granted to employees of the Company (including members of senior management)

Consideration for the Grant of RSUs: Nil

Closing price of the Shares on the Grant Date: HK$2.39 per Share

Vesting commencement date of the RSUs granted: The vesting shall commence on April 2, 2025 (the “RSU Vesting Commencement Date”)

Vesting period of the RSUs: 658,200 RSUs granted shall vest as follows:

• 25% shall vest on the first anniversary of the RSU Vesting Commencement Date (rounding to the nearest whole RSU);
• 25% shall vest on the second anniversary of the RSU Vesting Commencement Date (rounding to the nearest whole RSU);
• 25% shall vest on the third anniversary of the RSU Vesting Commencement Date (rounding to the nearest whole RSU); and
• 25% shall vest on the fourth anniversary of the RSU Vesting Commencement Date (rounding to the nearest whole RSU).

6,099,000 RSUs granted shall vest as follows:

• 25% shall vest on the first anniversary of the RSU Vesting Commencement Date (rounding to the nearest whole RSU); and

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• 75% shall vest monthly in equal instalments over the 36 months (rounding to the nearest whole RSU) immediately following the first anniversary of the RSU Vesting Commencement Date.

The RSUs granted to the RSU Grantees will vest in several batches, with a total vesting period of more than 12 months. The period between the Grant Date and the first vesting period of the RSUs granted to the RSU Grantees are less than 12 months. Having considered, due to administrative reasons and for the purpose of reflecting the time from which the RSUs would have been granted as permitted under specific circumstances as set out in the Post-IPO RSU Scheme, the Board and the Compensation Committee are of the view that the Grant of RSUs and the relevant vesting periods are appropriate and in line with market practice and the purposes of the Post-IPO RSU Scheme.

In any event, the Board has the discretion to accelerate the above vesting schedule of the RSUs, subject to compliance of the requirements under Rule 17.03F of the Listing Rules as and when appropriate.

Performance target:

A time-based vesting schedule is applicable to the Grant of RSUs with no performance target attached.

Having considered that (i) the Grant of RSUs can bring about immediate incentivization effect to the RSU Grantees, which is considered as a more attractive motivation to the RSU Grantees for continuing to serve in their roles; (ii) the Grant of RSUs to the RSU Grantees serves as recognition for their past contributions to the Group; and (iii) the Grant of RSUs without performance target is consistent with the Company's customary practice on previous grants of share incentives to the Directors and employees of the Company (including members of senior management), the Compensation Committee considers that without performance target, the Grant of RSUs to the RSU Grantees could align the interests of the RSU Grantees with incentive to the RSU Grantees to work towards successes of the Group, and reinforce their commitment to long term services of the Group, which is in line with the purpose of the Post-IPO RSU Scheme.

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Clawback mechanism:

The Grant of RSUs to the RSU Grantees is subject to the clawback mechanism under the Post-IPO RSU Scheme in the event that the Board determines a grantee ceasing to be an eligible person by the reason of acts including without limitation:

(i) the grantee's service or employment with the Group has been terminated by any member of the Group for cause. For the purposes of this paragraph, "cause" means: dishonesty or serious misconduct, whether or not in connection with his/her employment, appointment or engagement; willful disobedience or non-compliance with the terms of his/her employment, appointment or engagement, agency or consultancy contract with any member of the Group or any lawful orders or instructions given by any member of the Group as the case may be; incompetence or negligence in the performance of his/her duties; or doing anything in the conclusive opinion of the Board adversely affects his ability to perform his/her duties properly or bring the Company or the Group into disrepute;

(ii) being summarily dismissed by any member of the Group;

(iii) being convicted of any criminal offence involving his/her integrity or honesty;

(iv) being charged, convicted or held liable for any offence under the relevant securities laws in Hong Kong or any other applicable laws or regulations in force from time to time; or

(v) retiring by agreement with a member of the Group at any time prior to or on the vesting date.

Arrangement for the Group to provide financial assistance to a grantee to facilitate the purchase of Shares:

There are no arrangements for the Company or any of its subsidiaries to provide financial assistance to any RSU Grantee to facilitate the purchase of RSUs under the Post-IPO RSU Scheme.

Among the 6,757,200 RSUs, 1,134,000 RSUs were granted to a Director with details as follows:

Name	Position held and Relationship with the Group	Number of RSUs
Dr. Jianxin Yang	Chief executive officer and executive Director	1,134,000

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To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, save as disclosed in this announcement, none of the RSU Grantees is (i) a Director, a chief executive, a substantial shareholder of the Company, or an associate of any of them; (ii) a participant with options and RSUs granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Listing Rules; or (iii) a related entity participant or service provider with options and RSUs granted and to be granted in any 12-month period exceeding 0.1% of the total issued Shares (excluding treasury Shares). The Grant of RSUs to the RSU Grantees will not be subject to approval by the Shareholders.

II. GRANT OF SHARE OPTIONS UNDER THE POST-IPO ESOP

On April 11, 2025, the Company granted a total of 15,766,800 Share Options to 95 Share Option Grantees to subscribe for a total of 15,766,800 Shares pursuant to the Post-IPO ESOP.

A summary of the aforesaid grant is set out below:

Grant Date:	April 11, 2025
Number of Share Option Grantees:	95 (being 1 Director and 94 employees of the Company (including members of senior management))
Total number of new Shares to be subscribed upon exercise of the Share Options granted:	15,766,800 Shares Options, including 2,646,000 Shares Options granted to 1 Director and 13,120,800 Shares Options granted to employees of the Company (including members of senior management)
Consideration for the Grant of Share Options:	Nil
Closing price of the Shares on the Grant Date:	HK$2.39 per Share
Average closing price of the Shares for the five consecutive business days prior to the Grant Date:	HK$2.406 per Share
Exercise price of the Share Options:	HK$2.406 per Share, being the higher of the closing price of the Shares on the Grant Date and the average closing price of the Shares for the five consecutive business days prior to the Grant Date
Exercise period of the Share Options:	The exercise period of the Share Options shall be subject to the relevant grant letter to the Share Option Grantee (and any vesting periods provided thereunder), which in any event must not be more than ten years from the Grant Date and the Share Options shall lapse at the expiry of such exercise period
Vesting commencement date of the Share Options granted:	The vesting shall commence on April 2, 2025 (the “Share Options Vesting Commencement Date”)

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Vesting period of the Share Options:

15,766,800 Share Options granted shall vest as follows:

• 25% shall vest on the first anniversary of the Share Options Vesting Commencement Date (rounding to the nearest whole Share Option); and
• 75% shall vest monthly in equal instalments over the 36 months (rounding to the nearest whole Share Option) immediately following the first anniversary of the Share Options Vesting Commencement Date.

The Share Options granted to the Share Option Grantees will vest in several batches, with a total vesting period of more than 12 months. The period between the Grant Date and the first vesting period of the Share Options granted to the Share Option Grantees are less than 12 months. Having considered, due to administrative reasons and for the purpose of reflecting the time from which the Share Options would have been granted as permitted under specific circumstances as set out in the Post-IPO ESOP, the Board and the Compensation Committee are of the view that the Grant of Share Options and the relevant vesting periods are appropriate and in line with market practice and the purposes of the Post-IPO ESOP.

In any event, the Board has the discretion to accelerate the above vesting schedule of the Share Options, subject to compliance of the requirements under Rule 17.03F of the Listing Rules as and when appropriate.

Performance target:

A time-based vesting schedule is applicable to the Grant of Share Options with no performance target attached.

Having considered that (i) the Grant of Share Options can bring about immediate incentivization effect to the Share Option Grantees, which is considered as a more attractive motivation to the Share Option Grantees for continuing to serve in their roles; (ii) the Grant of Share Options to the Share Option Grantees serves as recognition for their past contributions to the Group; and (iii) the Grant of Share Options without performance target is consistent with the Company's customary practice on previous grants of share incentives to the Directors and employees of the Company (including members of senior management), the Compensation Committee considers that without performance target, the Grant of Share Options to the Share Option Grantees could align the interests of the Share Option Grantees with incentive to the Share Option Grantees to work towards successes of the Group, and reinforce their commitment to long term services of the Group, which is in line with the purpose of the Post-IPO ESOP.

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Clawback mechanism:

The Grant of Share Options is subject to the clawback mechanism under the Post-IPO ESOP in the event that the Board determines a grantee shall cease to be an employee by the reason of acts including without limitation:

(i) grave misconduct, willful default or willful neglect in the discharge of his or her duties with the Group;

(ii) fraudulent activity whether or not in connection with the affairs of the Group;

(iii) being convicted of any offence;

(iv) being proved to take advantages of his/her position to make interest for him/herself or for others;

(v) being proved to appropriate assets of the Group;

(vi) serious violation or persistent breach of any terms of the employment agreement, the confidentiality and intellectual property rights assignment agreement, the non-compete and non-solicitation agreement, the anti-bribery agreement or any other agreements entered into by and between such grantee and any member of the Group;

(vii) repeated drunkenness or use of illegal drugs or being addicted to gambling which adversely interferes with or is reasonably expected to adversely interfere with the performance of such grantee’s obligations and duties of employment; and

(viii) any other conduct which, as the Board determines in good faith, would justify the termination of his or her contract.

In such cases, any Share Option (whether vested or unvested) held by such Share Option Grantee shall immediately lapse, unless the Board resolves otherwise in its absolute discretion.

If any of the Share Option Grantees ceases to be an eligible person by reason of (i) death; or (ii) serious illness or injury which, in the opinion of the Board, renders him/her unfit to perform the duties of his/her employment and which in the normal course would render such Share Option Grantee unfit to continue performing the duties under his/her contract provided such illness or injury is not self-inflicted or as a result of alcohol or drug abuse, any unvested Share Options will immediately lapse.

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Arrangement for the Group to provide financial assistance to a grantee to facilitate the subscription of Share Options

There are no arrangements for the Company or any of its subsidiaries to provide financial assistance to any Share Option Grantees to facilitate the subscription of Share Options under the Post-IPO ESOP.

Among the 15,766,800 Share Options, 2,646,000 Share Options were granted to a Director with details as follows:

Name	Position held and Relationship with the Group	Number of Share Options
Dr. Jianxin Yang	Chief executive officer and executive Director	2,646,000

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, save as disclosed in this announcement, none of the Share Option Grantees is (i) a Director, a chief executive, a substantial shareholder of the Company, or an associate of any of them; (ii) a participant with options and RSUs granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Listing Rules; or (iii) a related entity participant or service provider with options and RSUs granted and to be granted in any 12-month period exceeding 0.1% of the total issued Shares (excluding treasury Shares). The Grant of Share Options to the Share Option Grantees will not be subject to approval by the Shareholders.

As at the date of this announcement, after the Grant of RSUs and the Grant of Share Options above, 51,284,613 underlying Shares will be available for future grants under the Scheme Mandate Limit, and 12,663,640 underlying Shares will be available for future grants under the Service Provider Sublimit.

REASONS FOR AND BENEFITS OF THE GRANT OF RSUs AND THE GRANT OF SHARE OPTIONS

The purposes and the objectives of the Post-IPO RSU Scheme and the Post-IPO ESOP include to: (i) recognize the contributions by the selected participants; (ii) encourage and retain such individuals for the continual operation and development of the Group; (iii) provide additional incentives for them to achieve performance goals; (iv) attract suitable personnel for further development of the Group; and (v) motivate the selected participants to maximize the value of the Company for the benefits of both the selected participants and the Company, with a view to achieving the objectives of increasing the value of the Group and aligning the interests of the selected participants directly to the shareholders of the Company through ownership of Shares.

The reasons for the Grant of RSUs and the Grant of Share Options are to provide incentives for the RSU Grantee and the Share Option Grantees to exert maximum efforts and reward their continued efforts for the success of the Group, and to provide a means by which the RSU Grantee and the Share Option Grantees may be given an opportunity to benefit from increases in value of the Shares through the Grant of RSUs and the Grant of Share Options. It is considered that the grants under the Post-IPO RSU Scheme and the Post-IPO ESOP will provide incentives to the employees of the Group and Service Providers to further contribute to the Group and to align their interests with the best interests of the Company and the Shareholders as a whole. The Grant of RSUs and the Grant of Share Options form part of the remuneration to the RSU Grantees and the Share Option Grantees.

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For the above reasons, the Board (including all the independent non-executive Directors but excluding Dr. Jianxin Yang who had abstained from voting on the resolutions relating to RSUs and Share Options proposed to be granted to himself and had not been counted towards the quorum of the Board meeting in respect of such resolutions) is of the view that the RSUs and the Share Options proposed to be granted to the RSU Grantees and the Share Option Grantees (including the amount of the RSUs and the Share Options) are fair and reasonable and in the interest of the Company and the Shareholders as a whole. In accordance with Rule 17.04(1) of the Listing Rules, the Grant of RSUs and the Grant of Share Options to Dr. Jianxin Yang have been approved by all of the independent non-executive Directors and also have been reviewed and approved by the Compensation Committee.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

"associate(s)" shall have the meaning ascribed to it under the Listing Rules;

"Board" the board of Directors;

"Company" CStone Pharmaceuticals, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange;

"Compensation Committee" the compensation committee of the Board;

"Director(s)" the director(s) of the Company;

"Grantee(s)" the Share Option Grantees and the RSU Grantees;

"Grant Date" April 11, 2025;

"Grant of RSUs" the grant of an aggregate of 6,757,200 RSUs to 95 RSU Grantees in accordance with the terms of the Post-IPO RSU Scheme;

"Grant of Share Options" the grant of an aggregate of 15,766,800 Share Options to 95 Share Option Grantees in accordance with the terms of the Post-IPO ESOP;

"Group" the Company and its subsidiaries;

"HK$" Hong Kong Dollars, the lawful currency of Hong Kong;

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time;

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"Post-IPO ESOP"
the post-IPO share option scheme as adopted on February 26, 2019 and amended on March 7, 2023;

"Post-IPO RSU Scheme"
the post-IPO restricted share units scheme as adopted on March 22, 2019 and amended on December 10, 2019, January 7, 2020 and March 7, 2023;

"RSU(s)"
restricted share unit(s) granted under the Post-IPO RSU Scheme;

"RSU Grantee(s)"
being the 1 Director, 4 members of senior management, 90 other employees who are granted with a total of 6,757,200 RSUs pursuant to the Post-IPO RSU Scheme;

"Share Option(s)"
a right granted to subscribe for Shares pursuant to the Post-IPO ESOP;

"Share Option Grantee(s)"
being the 1 Director, 4 members of senior management, 90 other employees who are granted with a total of 15,766,800 Share Options pursuant to the Post-IPO ESOP;

"Scheme Mandate Limit"
the limit on grants of RSUs and/or options over new shares of the Company under all share schemes of the Company approved by its shareholders, which must not exceed 10% of the issued shares of the issuer (or the subsidiary) on March 7, 2023, i.e. 128,384,401 (excluding the RSUs and/or options lapsed in accordance with the terms of the Post-IPO RSU Scheme and the Post-IPO ESOP);

"Service Provider(s)"
any persons (nature person or corporate entity) who provide services to the Group on a continuing and recurring basis in the ordinary course of business of the Group which are in the interests of the long term growth of the Group, including independent contractor, consultant and/or advisors for the R&D, product commercialization, marketing, innovation upgrading, strategic/ commercial planning on corporate image and investor relations in investment environment of the Company (excluding any placing agents or financial advisers providing advisory services for fundraising, mergers or acquisition, and service providers such as auditors or valuers who provide assurance, or are required to perform their services with impartiality and objectivity);

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“Service Provider Sublimit” a sublimit under the Scheme Mandate Limit for RSUs and/or options over new shares of the Company under all share schemes of the Company granted to the Service Providers, which must not exceed 1% of the issued shares of the Company (or the subsidiary) on March 7, 2023, i.e., 12,838,440 (excluding the RSUs and/or options lapsed in accordance with the terms of the Post-IPO RSU Scheme and the Post-IPO ESOP);

“Share(s)” ordinary share(s) of par value of US$0.0001 each in the capital of the Company;

“Shareholder(s)” the holder(s) of the Share(s);

“Stock Exchange” The Stock Exchange of Hong Kong Limited;

“subsidiary” or “subsidiaries” shall have the meaning ascribed to it under the Listing Rules;

“treasury Shares” shall have the meaning ascribed to it under the Listing Rules;

“US$” United States dollars, the lawful currency of the United States of America; and

“%” per cent.

By Order of the Board
CStone Pharmaceuticals
Dr. Wei Li
Chairman

Suzhou, the People’s Republic of China, April 11, 2025

As at the date of this announcement, the Board comprises Dr. Wei Li as Chairman and non-executive director, Dr. Jianxin Yang as executive director, Mr. Kenneth Walton Hitchner III, Mr. Xianghong Lin and Mr. Edward Hu as non-executive directors, and Dr. Paul Herbert Chew, Mr. Ting Yuk Anthony Wu, Mr. Hongbin Sun and Ms. Yip Betty Ho as independent non-executive directors.