Innovent Biologics : GRANT OF SHARE OPTIONS AND RESTRICTED SHARES

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.

信達生物製藥

INNOVENT BIOLOGICS, INC.

(Incorporated in the Cayman Islands with Limited Liability)

(Stock Code: 1801)

GRANT OF SHARE OPTIONS AND RESTRICTED SHARES

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Listing Rules. The Board announces that on December 4, 2019, the Company granted 4,594,119 Options to 75 Grantees in accordance with the terms of the Post-IPO ESOP (the "Option Grants"), subject to acceptance.

Details of the Option Grants

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

Grant Date:	December 4, 2019
Number of Grantees:	75
Total number of new Shares to be	4,594,119
subscribed upon exercise of the
Options granted:

Consideration for the Option Grants:

Exercise price of the Options granted:

Validity period of the Options:

HK$1.00 to be paid by each Grantee upon acceptance of the Options granted

HK$28.15 per Share

The validity period of the Options shall be ten years from the Grant Date and the Options shall lapse at the expiry of the validity period.

Vesting period:	The Options granted to the Grantees shall vest in the
	Grantees as follows:
	•	75% shall vest on December 4, 2022; and
	•	25% shall vest on December 4, 2023.

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

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Exercise Price

The exercise price of the Options of HK$28.15 per Share represents the highest of (i) the closing price of the Shares of HK$28.15 as stated in the daily quotation sheet issued by the Stock Exchange on the Grant Date, (ii) the average closing price of the Shares of HK$28.13 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five business days immediately preceding the Grant Date, and (iii) the nominal value of each Share, which is US$0.00001.

None of the Option Grants will be subject to approval by the shareholders of the Company, and none of the Grantees is a director, chief executive or substantial shareholder of the Company or an associate (as defined in the Listing Rules) of any of them.

Reasons for and benefit of the Option Grants

The purposes of the Option Grants are to (i) retain, incentivize and reward the employees of the Company and (ii) encourage employees to work towards enhancing the value of the Company and its Shares.

GRANT OF RESTRICTED SHARES

On December 4, 2019 (i.e., the "Grant Date"), the Company grants up to a total of 4,207,082 Restricted Shares to 75 Grantees in accordance with the terms of the RS Plan (the "RS Grants"), subject to acceptance by the Grantees and the satisfaction of performance targets.

None of the RS Grants will be subject to approval by the shareholders of the Company, and none of the Grantees is a director, chief executive or substantial shareholder of the Company or an associate (as defined in the Listing Rules) of any of them.

In accordance with the terms of the RS Plan, the Restricted Shares are granted to the Grantees under the following terms:

• each of the Restricted Shares is granted for nil consideration;
• each of these Restricted Shares to be granted to the Grantees represents the right to receive a Share on the date it vests;
• the Restricted Shares granted shall vest in the Grantees within four years from the Grant Date; and
• the number of Restricted Shares to vest on such date is subject to company performance targets set out in the award agreements entered into between the Company and each Grantee.

Market Value

Based on the closing price of HK$28.15 per Share as stated in the daily quotation sheet issued by the Stock Exchange on the Grant Date, the market value of the Restricted Shares granted to the Grantees amounts to approximately HK$118.43 million.

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Reasons for and benefits of the RS Grants

The purpose of the RS Grants are to (i) encourage and enable the employees of the Group to share the success of the Company and (ii) assure a closer identification of the interests of these employees with those of the Group, thereby stimulating their efforts on the Group's behalf and strengthening their desire to remain with the Group.

DEFINITIONS

"Board"

"Company"

"Directors"

"Grant Date"

"Grantees"

"Group"

"HK$"

"Hong Kong"

"Listing Rules"

"Option(s)"

"Option Grants"

"Post-IPO ESOP"

"Restricted Share(s)"

"RS Grants"

"RS Plan"

the board of Directors

Innovent Biologics, Inc. 信達生物製藥, an exempted company with limited liability incorporated under the laws of the Cayman Islands on April 28, 2011

the directors of the Company

December 4, 2019

the employees of the Group who were granted Options and/or Restricted Shares in accordance with the Post-IPO ESOP and the RS Plan respectively on the Grant Date

the Company and its subsidiaries

Hong Kong dollar, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

the Rules Governing the Listing of Securities on the Stock Exchange

option(s) to subscribe for or acquire Shares which is/are granted under the Post-IPO ESOP

the grant of an aggregate of 4,594,119 Options to 75 Grantees in accordance with the terms of the Post-IPO ESOP

the post-IPO share option scheme adopted by the Company on June 12, 2018

restricted share(s), being a contingent right to receive Shares awarded under the RS Plan

the grant of an aggregate of 4,207,082 Restricted Shares to 75 Grantees in accordance with the terms of the RS Plan

the restricted share plan adopted by the Company on October 15, 2018

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"Shares"

"Stock Exchange"

"subsidiary(ies)"

"substantial shareholder"

"US$"

ordinary shares in the issued capital of the Company with a nominal value of US$0.00001

The Stock Exchange of Hong Kong Limited

has the meaning ascribed to it by the Listing Rules

has the meaning ascribed to it by the Listing Rules

U.S dollars, the lawful currency of the United States of America

By Order of the Board

Innovent Biologics, Inc.

Dr. De-Chao Michael Yu

Chairman and Executive Director

Hong Kong, China, December 4, 2019

As at the date of this announcement, the Board comprises Dr. De-Chao Michael Yu as Chairman and Executive Director and Mr. Ronald Hao Xi Ede as Executive Director, Mr. Shuyun Chen as Non-executive Director, and Dr. Charles Leland Cooney, Ms. Joyce I-Yin Hsu and Dr. Kaixian Chen as Independent Non-executive Directors.

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