• Time: 9:30 a.m. on 4 September 2020 (Friday)
    • Venue: Taipei International Convention Center, Room 105 (1F, 1, Hsin‐Yi Road, Section 5, Xinyi Dist. Taipei)
    • Attendance:
      Total shares represented by the shareholders presented at the Meeting in person or by proxy are 151,205,231 shares (including 31,392,074 shares represented by the shareholders presented in the way of
    • Meeting minutes taker: Yoyo Chen (seal/sign)
  1. The quorum was met (151,205,231 shares represented at the Meeting), the Chairman of the Meeting announced that the meeting duly constituted.
  2. Opening speech by Chairman: (omitted)
  3. Reporting items

Item 1: Conversion plan of Shares to Nasdaq‐listed ADS and FAQs

Description:

  1. On 16 July 2020, the Taipei Exchange ("TPEx") notified that the trading of the Company's ordinary shares on the Taipei Exchange would terminate on 25 August 2020.
  2. The Company's shares are also publicly traded in the form of American Depositary Shares (ADS) on the US Nasdaq market. Delisting from TPEx will not affect the US listing status and the ADS will continue to trade in the US Nasdaq market.
  3. The Company would like to help shareholders in Taiwan to convert their ordinary shares into ADS so the shares can be traded on Nasdaq, and the Company has adopted the Conversion Plan of Shares to Nasdaq‐ listed ADS in the meeting of the Board of Directors held on 17 July 2020. Please refer to Attachment 1.
  4. It is proposed to report the adoption of the Conversion Plan to the shareholders at the Extraordinary General Meeting.

1

4. Discussion Items:

Item 1

Proposed by the Board

Proposal (Supermajority Resolution):

Cessation of Public Company Status in Taiwan (supermajority resolution)

Description:

  1. The Company received the notice from the Taipei Exchange (the "TPEx") regarding the delisting of the Company's securities pursuant to Article 12‐2 of the Taipei Exchange Rules Governing Securities Trading on the TPEx on 16 July, 2020. The Company's securities ceased trading on the TPEx on 25 August 2020 (the "Delisting Date").
  2. In light of the delisting of the Company from the TPEx, under Article 59‐2 of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers (the "Regulations"), the Financial Securities Commission (the "FSC") may cease the Company's public status in Taiwan, and considering the Company's future development and fund raising plans, the Company's Board of Directors also believes that cessation of public status (the "Cessation of Public Company Status") and facilitating the conversion of the shares held by the shareholders into American Depository Shares for trading on Nasdaq to be in the best interest of the Company and its shareholders. Therefore, the Board of Directors has approved the Cessation of Public Company Status and the Conversion Plan at its meeting held on 17 July, 2020.
  3. The Cessation of Public Company Status is subject to the review and approval of the FSC.
  4. It is proposed to have the general meeting approve the Cessation of Public Company Status pursuant to Article 59‐2 of the Regulations, and authorize the Chief Executive Officer to take any necessary action(s) required for the Cessation of Public Company Status.

Resolution:

There were 151,205,231 shares represented by the shareholders presented at the meeting when this resolution was made.

Voting results

% of the total votes presented in EGM

Votes for

145,787,417 Votes

96.41%

(including 26,487,680 votes by way of electronic form)

Votes against

521,897 Votes

0.34%

(including 349,027 votes by way of electronic form)

Invalid votes

0 Votes

0.00%

(including 0 votes by way of electronic form)

Abstention votes

4,895,917 Votes

3.23%

(including 4,555,367 votes by way of electronic form)

This proposal was passed via voting as proposed.

2

Item 2

Proposed by the Board

Proposal (Special Resolution):

Replacing the Eighth Amended and Restated Memorandum and Articles of Association with the Ninth Amended and Restated Memorandum and Articles of Association (special resolution), conditional on Cessation of Public Company Status.

Description:

  1. The Company's securities are no longer tradeable on TPEx as of the Delisting Date, and the Company anticipates ending its public company status after this general meeting.
  2. Conditional upon the Company's Cessation of Public Status, it is proposed to amend and restate the Company's Eighth Amended and Restated Memorandum and Articles of Association in its entirety by the Ninth Amended and Restated Memorandum and Articles of Association (attached hereto as Attachment 2), which shall take effect upon the date of the Company's Cessation of the Public Status.

Resolution:

There were 151,205,231 shares represented by the shareholders presented at the meeting when this resolution was made.

Voting results

% of the total votes presented in EGM

Votes for

145,566,682 Votes

96.27%

(including 26,411,680 votes by way of electronic form)

Votes against

570,077 Votes

0.37%

(including 395,027 votes by way of electronic form)

Invalid votes

0 Votes

0.00%

(including 0 votes by way of electronic form)

Abstention votes

5,068,472 Votes

3.35%

(including 4,585,367 votes by way of electronic form)

This proposal was passed via voting as proposed.

Item 3

Proposed by the Board

Proposal (Ordinary Resolution):

Redenominating Share Capital ‐ as an ordinary resolution that the authorised share capital of the Company, conditional on Cessation of Public Company Status

Description:

The Company hereby proposes that the authorised share capital of the Company, conditional on Cessation of Public Company Status, be amended:

  1. FROM: NT$5,000,000,000 divided into 500,000,000 ordinary shares of a nominal or par value of NT$10.00,
    3

B. TO: US$165,000,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.33 each

by redenominating each ordinary share of a nominal or par value of NT$10.00 into each ordinary share of a nominal or par value of US$0.33 at an exchange rate of NT$1:US$0.03 (the "Redenomination").

Resolution:

There were 151,205,231 shares represented by the shareholders presented at the meeting when this resolution was made.

Voting results

% of the total votes presented in EGM

Votes for

145,595,022 Votes

96.28%

(including 26,435,680 votes by way of electronic form)

Votes against

572,902 Votes

0.37%

(including 394,027 votes by way of electronic form)

Invalid votes

0 Votes

0.00%

(including 0 votes by way of electronic form)

Abstention votes

5,037,307 Votes

3.33%

(including 4,562,367 votes by way of electronic form)

This proposal was passed via voting as proposed.

Item 4

Proposed by the Board

Proposal (Special Resolution):

Reducing Share Capital ‐ as a special resolution that, conditional on Cessation of Public Company Status and conditional upon the receipt of an order of the Grand Court of the Cayman Islands approving the Capital Reduction

Description:

1. The Company hereby proposes that the authorised share capital of the Company, conditional on Cessation of Public Company Status, be reduced:

  1. FROM: US$165,000,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.33 each
  2. TO: US$5,000,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.01 each

by reducing the nominal or par value of each issued and each authorised but unissued ordinary share of the Company from US$0.33 to US$0.01 in accordance with Section 14 of the Companies Law (as amended) of the Cayman Islands such that the Company's capital account will be reduced by an amount equal to US$0.32 for each issued ordinary share with such amount being credited to the Company's share premium account (the "Capital Reduction").

2. The current existing par value in NT$10.00 for each ordinary share was adopted subject to Taiwan listing rule when the Company listed on Taipei Exchange. The Company now proposes, after the delisting from Taipei Exchange has taken effect, to (i) convert the nominal or par value of the ordinary shares to an amount expressed

4

in US dollars, being US$0.33 per ordinary share based on the applicable exchange rate, and (ii) return the par value of each share to the value it had before the listing on Taipei Exchange, that is, to US$0.01 for each ordinary share.

  1. Shareholders should note that their rights with respect of their shares are entirely unaffected by this change in the nominal or par value of each share.
  2. Shareholders should also note that the Company has taken appropriate steps to ensure in this process that the company's creditors are and will be adequately protected.
  3. In order to ensure shareholders are provided with adequate information in order to make an informed decision giving their approval to this resolution, the consolidated financial statements for the period ended as of 31 December 2019 and the latest financial accounts as of 30 June 2020 that had been audited and reviewed by CPA Dien Chang and Jessie Wu of Deloitte & Touche is attached in the handbook for shareholders' reference. Please refer to Attachment 3.

Resolution:

There were 151,205,231 shares represented by the shareholders presented at the meeting when this resolution was made.

Voting results

% of the total votes presented in EGM

Votes for

145,520,867 Votes

96.24%

(including 26,439,680 votes by way of electronic form)

Votes against

646,647 Votes

0.42%

(including 394,027 votes by way of electronic form)

Invalid votes

0 Votes

0.00%

(including 0 votes by way of electronic form)

Abstention votes

5,037,717 Votes

3.33%

(including 4,558,367 votes by way of electronic form)

This proposal was passed via voting as proposed.

Item 5

Proposed by the Board

Proposal (Special Resolution):

As a special resolution that, conditional upon the receipt of an order of the Grand Court of the Cayman Islands approving the Capital Reduction, that the Ninth Amended and Restated Memorandum and Articles of Association adopted be replaced in their entirety with the Tenth Amended and Restated Memorandum and Articles of Association, a copy of which is annexed to the Notice of EGM; and

Description:

Conditional upon the receipt of an order of the Grand Court of the Cayman Islands approving the Capital Reduction, it is proposed to amend and restate the Company's Ninth Amended and Restated Memorandum and Articles of

5

Association in its entirety by the Tenth Amended and Restated Memorandum and Articles of Association, which shall take effect upon the date of the receipt of an order of the Grand Court of the Cayman Islands approving the Capital Reduction. Please refer to the comparison table in Attachment 4 which shows the amendments which are only to Article 7.

Resolution:

There were 151,205,231 shares represented by the shareholders presented at the meeting when this resolution was made.

Voting results

% of the total votes presented in EGM

Votes for

145,592,337 Votes

96.28%

(including 26,439,680 votes by way of electronic form)

Votes against

566,277 Votes

0.37%

(including 394,027 votes by way of electronic form)

Invalid votes

0 Votes

0.00%

(including 0 votes by way of electronic form)

Abstention votes

5,046,617 Votes

3.33%

(including 4,558,367 votes by way of electronic form)

This proposal was passed via voting as proposed.

Item 6

Proposed by the Board

Proposal (Ordinary Resolution):

Transferring non‐physical shares ‐ as an ordinary resolution that, the Company transfers non‐physical shares from the general account kept at Taiwan Depositary & Clearing Corporation to the Branch Registrar, CAPITAL Securities Co., Ltd.

Description:

  1. In order to facilitate the conversion of the Company's shares into ADSs pursuant to the Conversion Plan of the Company, the Company transfers non‐physical shares from the general account kept at Taiwan Depositary & Clearing Corporation to the Branch Registrar, to maintain and manage (the "Transfer of Account") on behalf of Company's shareholders.
  2. In order to assist the shareholders of the Company to process the conversion procedures, and avoid imposing administrative burdens on them, subject to the termination of trading of the Company's securities on TPEx, the Company proposes to request TDCC's assistance in the Transfer of Account.
  3. The Board of Directors has approved the Transfer of Account on 17 July, 2020.
  4. It is hereby submitted to the general meeting for approval. It is also proposed that the Chief Executive Officer be authorized to take any necessary action(s) required for the Transfer of Account.

6

Resolution:

There were 151,205,231 shares represented by the shareholders presented at the meeting when this resolution was made.

Voting results

% of the total votes presented in EGM

Votes for

145,617,092 Votes

96.30%

(including 26,546,680 votes by way of electronic form)

Votes against

551,072 Votes

0.36%

(including 290,027 votes by way of electronic form)

Invalid votes

0 Votes

0.00%

(including 0 votes by way of electronic form)

Abstention votes

5,037,067 Votes

3.33%

(including 4,555,367 votes by way of electronic form)

This proposal was passed via voting as proposed.

5. Ad hoc motions:

The remarks of the shareholders are as follows:

Shareholder Number: 142

Registered Name: Securities and Futures Investors Protection Center Summary:

Question 1.

What happens if shareholders do not convert their shares into ADS? Will the shares still be placed in TDCC (Taiwan Depository & Clearing Corporation)?

Answer 1.

For those shareholders who choose not to apply to convert, they will still remain as shareholders of ASLAN Pharmaceuticals Limited (Cayman company). They will, however, still own those ASLAN shares and be eligible to vote and receive dividends, and effect a private sale following Cayman law procedures, but no public market to trade these shares will exist for them.

After the cessation of public company status in Taiwan, the Company will apply participant withdrawal from TDCC. Therefore, the shares will be transferred from the Taiwan branch register to Cayman principal register, and shareholders can apply for the share certificate subject to our MAA rules if they require proof of shareholding.

7

Question 2.

After the cessation of public company status, there is no longer a sock agent in Taiwan. How will the Taiwan shareholders receive dividends if the Company distributes dividends in the future?

Answer 2.

We have appointed a local stock agent in Taiwan until the end of the year. Post that the Taiwan shareholders can find the contact information the registrar of the Cayman Register (ie the Cayman stock service agent) on the company website. The Company will also try to provide details of an in‐house mandarin speaking contact window for Taiwan shareholders. All the regulatory and compliance related notices along with all other relevant shareholder notification including information of distribution of dividends will be provided to all the shareholders as regulated by the MAA.

Question 3.

When will the Company's Taiwan office be dismissed?

Answer 3.

The Company will not have a corporate and finance function in Taiwan post the public company cessation. There will be other functions the company might consider keeping in Taiwan based on its R&D activities.

6. Meeting adjourned: There being no further business, the Chairman declared the meeting closed at 10:26 am on the same day.

(Please note that this minutes of EGM recorded the procedures and results in summary only. The detail of the meeting proceedings was recorded via video and audio.)

8

Attachment 1: Conversion plan of Shares to Nasdaq‐listed ADS and FAQs

FAQs for Shareholders

Delisting from TPEx and moving primary listing to Nasdaq:

Conversion of TPEx‐listed shares to Nasdaq‐listed ADS

On 16 July 2020, the Taipei Exchange (TPEx) notified ASLAN Pharmaceuticals Limited (6497:TT) (ASLAN) that it had determined ASLAN no longer met the exchange requirements as set out in Article 12‐2 of the Taipei Exchange Rules Governing Securities Trading on the TPEx, and that trading of ASLAN's shares on TPEx would terminate as from 25 August 2020.

Our shares are also publicly traded in the form of American Depositary Shares (ADSs) on the US Nasdaq market. Delisting from TPEx will not affect our US listing which will become our primary listing and our ADSs will continue to trade in the US. Holders of ADSs do not need to take any action.

We would like to help Taiwan shareholders who choose to do so, convert their shares into ADSs so they can be held and/or traded on Nasdaq. Shareholders are under no obligation to convert their shares and may also either sell their shares on TPEx before trading ceases or retain their shares without conversion. Please note, however, that once TPEx trading ceases, the only public market for our securities will be through ADSs.

This document provides guidance on the conversion process and addresses certain questions that shareholders may have.

  1. What is an ADS?
    An American Depositary Share is a security issued by a depositary bank representing the underlying shares of a foreign corporation, such as ASLAN. In our case, our ADSs are issued by JPMorgan Chase Bank, N.A. (JPMorgan), one of the leading banks in the world, with each ASLAN ADS currently representing five of our ordinary shares (the same class of shares as currently listed on TPEx). Our ADSs currently trade on The Nasdaq Global Market stock exchange (Nasdaq) under the trading symbol "ASLN". Subject to certain exemptions and limitations, listings of ADSs on Nasdaq require generally the same level of compliance and reporting rigour as for US‐listed domestic companies, all of which ASLAN has met since its Nasdaq listing in May 2018. ASLAN, by offering its shares on U.S. exchanges via ADS, gains the advantage of a wide and sophisticated investor base, which has particular understanding of biotechnology companies, as well as a highly liquid market for the trading of biotechnology stock.
  2. Will I be able to convert my Taiwan shares into ADS?
    We believe it would be in shareholders' best interests to convert their shares into ADSs, which historically have traded at a significantly higher price and with higher volumes than our shares on TPEx. This document outlines the conversion plan and process. We can only convert your shares if our public company status is withdrawn, which is at the discretion of the Taiwan Securities & Futures Bureau (SFB). We will be asking for shareholders to vote at a forthcoming EGM scheduled on 4 September 2020 to support the withdrawal of public company status after trading ceases on TPEx, which the SFB will take into account when they decide whether to remove our public company status. If we remain a public company in Taiwan, your shares cannot be converted and cannot be traded on any exchange starting from 25 August 2020.
  3. Who can convert their shares to ADS?
    Trading of our shares on TPEx will cease starting from 25 August 2020. The last trading day will be on 24 August 2020. All individual shareholders holding shares on the last trading day, 24 August 2020, are eligible to convert their shares to ADS. Each ASLAN ADS currently represents five ordinary shares. Please note the remaining ordinary shares not in multiples of five will not be converted to one ADS. For the avoidance of doubt, shares privately obtained or sold by any shareholders after 24

August 2020, the last trading day, will not be eligible for conversion.

9

  1. When can shareholders convert their shares to ADS?
    Trading of our shares on TPEx will cease as from 25 August 2020. Shareholders wishing to convert their shares to ADSs must apply before 25 September 2020. You can download the conversion forms from the Company website or request them from our Local Administrator, CAPITAL Securities ('CAPITAL'), which is based in Taiwan (contact details at end), and start preparing the documents required for conversion (see item 7 below). These forms cannot take effect until after our public company status is withdrawn. We expect this process will take approximately 1 to 2 months.
  2. Is there a deadline for applying for conversion?
    Applications for share conversion will be processed as from and including 25 August. The deadline for submitting your application for conversion is 25 September. Any applications received after this time may not be processed.
  3. What will I need for conversion?
    In order to convert, you will need to have a US brokerage account, or a US sub‐brokerage arrangement with your local broker. If you do not have a US brokerage account or arrangement you will not be able to convert your shares into ADS.
  4. What is the process and what forms are required to convert my ASLAN shares into ADS?
    You must first contact your broker to instruct them to transfer electronic records of your non‐physical shares from the general account of our company Stock Services Agent, TDCC, to the dedicated account of CAPITAL, account number: 3DP8‐5555555.
    Then please download the documents below from the Company website from 25 July 2020
    (https://ir.aslanpharma.com/shareholder‐faqs, under Investor Relations / Shareholder Services) or email sharetransfer@aslanpharma.com:
  • Instrument of Transfer:

This is required by the Cayman Registrar and will transfer your shares into the name of JPMorgan Chase Bank N.A., which holds them on trust on your behalf (along with all the other holders of ADSs). Please state the number ordinary shares which are to be converted to ADSs and sign;

  • Letter of Transmittal:

This form is to request JPMorgan to deliver the ADSs to your broker after the conversion process has been completed. Simply pre‐sign and leave all other fields blank ‐ detailed information regarding the number of shares, share certificate numbers etc will be filled in by the Cayman/Branch Registrar on your behalf before forwarding to JPMorgan.

Once you have completed and signed the above forms please send them to CAPITAL before 25 September 2020. Please note that CAPITAL will only start processing completed forms after cessation of trading, 25 August. You will need to send original, signed copies and we recommend you send them by registered mail to ensure they arrive safely. CAPITAL will then check the forms and forward those to our Cayman Registrar for further processing to enable JPMorgan to issue the ADS. You also need to pay the ADS issuance fee and Administration fee (see point 10 below) to CAPITAL before 25 September in order for transfer request to be processed.

All the above documents and a sample manual will be available on the Company website from 25 July 2020.

8. How long will the conversion process take?

Assuming all the original documents received by JPMorgan are all in order, it typically will take around 1‐2 months to convert shares to ADSs and place these into your US trading account. However, the Company cannot guarantee these timelines which are outside its control.

10

  1. When can I trade my ADS on the Nasdaq market?
    The US broker or sub‐broker will be able to let you know when you will be permitted to trade ADSs, depending on when the ADSs are placed into your account and any other requirements that they might have.
  2. What are the estimated costs?
    The fees below are payable to third parties for administration and processing fees. There are no fees payable to the Company.
    • ADS Issuance fee:
      Shareholders will be required to pay an issuance fee of 5 US cents (USD 0.05) per ADSs charged by JPMorgan, exclusive of any applicable taxes.
    • Administration fee:
      To cover the third‐party fees incurred in processing the conversion, there is a charge of USD 20 per shareholder.

For example, if you hold 1,000 Taiwan shares (equivalent of 200 ADS) and wish to convert these, you will need to pay USD 30.00 to CAPITAL (to the dedicated account referred to above): USD 20 administration fee + USD 0.05 per ADS.

There are other fees you may need to make to third parties (depending on your circumstances). These include:

  • Account Opening fee:
    If you do not have an existing US brokerage / sub‐brokerage account to trade in US, there will be some fees for opening the account. For these, check with your broker.
  • Trading Activity fee:
    When you trade ADS, there will be brokerage / sub‐brokerage account trading fees. This fee may vary based on the broker used to effect your trades. For the Taiwan sub‐brokerage account, the trading activity fee is typically 0.00221% every transaction, with a maximum of USD 5.95 and a minimum of USD 0.01. This may vary from time to time. Please check with your broker for more details.
  • ADS Broker Custodian fee:
    For the Taiwan sub‐brokerage account, your local broker will work with different U.S. brokers to manage your ADS from Taiwan. You will also be charged USD 0.01 to USD 0.05 per ADS semi‐ annually or annually, depending on your local broker.

These costs are based on the most up to date information provided to the Company at the time of writing. However, the Company is unable to guarantee these figures are accurate or complete.

Please contact your tax advisor for advice on any tax issues which may arise from trading of ADSs on the Nasdaq market.

11. What happens if I do not convert my shares?

If you do not intend to convert, you may sell your shares on TPEx before 25 August. After this date, you will no longer be able to trade these shares on TPEx or any other stock exchange. You will, however, still own those ASLAN shares and be eligible to vote and receive dividends, and effect a private sale following Cayman law procedures, but no public market to trade these shares will exist for them. If ASLAN were to be involved

in a corporate transaction, for instance if ASLAN was acquired, you would be able to sell your shares at that 11

point (subject to whatever offer terms were made to the Company and accepted by a majority of shareholders).

  1. Can I convert some but not all of my shares to ADS?
    If you wish to take advantage of the opportunity to convert your shares to ADS, you must convert all your shares at the same time. Each ASLAN ADS currently represents five ordinary shares. Please note the remaining ordinary shares not in multiples of five will not be converted to one ADS.
  2. What key events could occur after delisting that could affect the value of the shares?
    We continue to advance our portfolio, and are focused on the development of ASLAN004 in atopic dermatitis. We expect to announce interim data from the ongoing MAD / proof‐of‐concept study in 4Q 2020, and complete the study in the first half of 2021, after which we plan to initiate a phase 2b study. These events may affect the value of our ADS in the future.

Contact Details:

Local Administrator:

CAPITAL Securities

Tel: +886 2 2702 3999

Fax: +886 2 2706 3300

Email: A33424@capital.com.tw

Company:

ASLAN Pharmaceuticals

Tel: +65 6222 4235

Fax: +65 6225 2419

Email: sharetransfer@aslanpharma.com

Disclaimer

The above procedures may be amended from time to time: please check website for the latest. We reserve the right in our sole discretion not to proceed with conversion for any individual shareholder who fails to follow, or disputes any aspect of, the company's procedures for conversion; and we accept no liability for any such non‐conversion.

About ASLAN Pharmaceuticals

ASLAN Pharmaceuticals (Nasdaq: ASLN, TPEx:6497) is a clinical‐stage immunology and oncology focused biopharmaceutical company developing innovative treatments to transform the lives of patients. Led by a senior management team with extensive experience in global development and commercialization, ASLAN has a clinical portfolio comprised of a first in class monoclonal therapy, ASLAN004, that is being developed in atopic dermatitis and other immunology indications, and a small molecule inhibitor targeting oncology. ASLAN's partners include Almirall, Array BioPharma, Bristol‐Myers Squibb, and CSL. For additional information please visit www.aslanpharma.com.

Forward looking statements

This release and the accompanying financial information, if any, contains forward‐looking statements. These statements are based on the current beliefs and expectations of the management of ASLAN Pharmaceuticals Limited and/or its affiliates (the "Company"). These forward‐looking statements may include, but are not limited to, statements regarding the potential delisting of the Company's ordinary shares from TPEx, including the timing of such delisting; the ability of the Company to develop and implement a plan to enable holders of the Company's ordinary shares to convert such securities into ADSs tradeable on Nasdaq; the potential benefits and financing ability of the Company as a result of a potential TPEx delisting or otherwise; and the Company's business strategy, the Company's plans to develop and commercialize its product candidates, the safety and efficacy of the Company's product candidates, the Company's plans and expected timing with respect to regulatory filings and approvals, and

12

the size and growth potential of the markets for the Company's product candidates. The Company's estimates, projections and other forward‐looking statements are based on management's current assumptions and expectations of future events and trends, which affect or may affect the Company's business, strategy, operations or financial performance, and inherently involve significant known and unknown risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward‐looking statements as a result of these risks and uncertainties, which include, without limitation the risk factors described in the Company's U.S. Securities and Exchange Commission filings and reports (Commission File No. 001‐38475), including the Company's Form 20‐F filed with the U.S. Securities and Exchange Commission (the "SEC") on April 16, 2020. All statements other than statements of historical fact are forward‐looking statements.

All statements other than statements of historical fact are forward‐looking statements. The words "believe," "may," "might," "could," "will," "aim," "estimate," "continue," "anticipate," "intend," "expect," "plan," or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes are intended to identify estimates, projections and other forward‐looking statements. Estimates, projections and other forward‐looking statements speak only as of the date they were made, and, except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection or forward‐looking statement.

13

Attachment 2: Company's Ninth Amended and Restated Memorandum and Articles of Association

THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES

NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ASLAN PHARMACEUTICALS LIMITED

  1. The name of the company is ASLAN Pharmaceuticals Limited (the "Company").
  2. The registered office of the Company will be situated at the offices of Walkers Corporate Limited at Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1‐9008, Cayman Islands or at such other location as the Directors may from time to time determine.
  3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (as amended) of the Cayman Islands (the "Companies Law").
  4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Law.
  5. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
  6. The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them.
  7. The capital of the Company is US$ 165,000,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$ 0.33 each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub‐divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
  8. The Company may exercise the power contained in Section 206 of the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

14

COMPANY LIMITED BY SHARES

NINTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ASLAN PHARMACEUTICALS LIMITED

TABLE A

The Regulations contained or incorporated in Table 'A' in the First Schedule of the Companies Law shall not apply to ASLAN Pharmaceuticals Limited (the "Company") and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1. In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

"ADS" means an American Depositary Share, each representing 5 ordinary shares.

"Articles" means these articles of association of the Company, as amended or substituted from time to time.

"Branch Register" means any branch Register of such category or categories of Members as the Company may from time to time determine.

"Class" or "Classes" means any class or classes of Shares as may from time to time be issued by the Company.

"clearing house" means a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction.

"Commission" means the Securities and Exchange Commission of the United States or any other federal agency for the time being administering the Securities Act.

"Companies Law" means the Companies Law (as amended) of the Cayman Islands.

"Directors" means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof.

"Independent Director" means a Director who is an independent director as defined in the Nasdaq Rules as amended from time to time.

"Memorandum of Association" means the memorandum of association of the Company, as amended or substituted from time to time.

"Nasdaq" means the Nasdaq Stock Market in the United States.

"Nasdaq Rules" means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued quotation of any shares or ADSs on Nasdaq, including without limitation, the Nasdaq Stock Market Rules.

"Office" means the registered office of the Company as required by the Companies Law.

"Officers" means the officers for the time being and from time to time of the Company.

"Ordinary Resolution" means a resolution:

  1. passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or
  2. approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.

"paid up" means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up.

"Person" means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires, other than in respect of a Director or Officer in which circumstances Person shall mean any person or entity permitted to act as such in accordance with the laws of the Cayman Islands.

15

"Principal Register", where the Company has established one or more Branch Registers pursuant to the Companies Law and these Articles, means the Register maintained by the Company pursuant to the Companies Law and these Articles that is not designated by the Directors as a Branch Register.

"Register" means the register of Members of the Company required to be kept pursuant to the Companies Law and includes any Branch Register(s) established by the Company in accordance with the Companies Law.

"Seal" means the common seal of the Company (if adopted) including any facsimile thereof.

"Secretary" means any Person appointed by the Directors to perform any of the duties of the secretary of the Company.

"Securities Act" means the Securities Act of 1933 of the United States, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

"Share" means a share in the capital of the Company. All references to "Shares" herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression "Share" shall include a fraction of a Share.

"Shareholder" or "Member" means a Person who is registered as the holder of Shares in the Register and includes each subscriber to the Memorandum of Association pending entry in the Register of such subscriber.

"Share Premium Account" means the share premium account established in accordance with these Articles and the Companies Law.

"signed" means bearing a signature or representation of a signature affixed by mechanical means.

"Special Resolution" means a special resolution of the Company passed in accordance with the Companies Law, being a resolution:

  1. passed by a majority of not less than two‐thirds of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or
  2. approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed.

"Treasury Shares" means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled.

  1. In these Articles, save where the context requires otherwise:
    1. words importing the singular number shall include the plural number and vice versa;
    2. words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
    3. the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative;
    4. reference to a dollar or dollars or USD (or $) and to a cent or cents is reference to dollars and cents of the United States of America;
    5. reference to a statutory enactment shall include reference to any amendment or re‐enactment thereof for the time being in force;
    6. reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case; and
    7. reference to "in writing" shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one and partly another.
  2. Subject to the preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

16

  1. The business of the Company may be commenced at any time after incorporation.
  2. The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.
  3. The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
  4. The Directors shall keep, or cause to be kept, the Register at such place or (subject to compliance with the Companies Law and these Articles) places as the Directors may from time to time determine. In the absence of any such determination, the Register shall be kept at the Office. The Directors may keep, or cause to be kept, one or more Branch Registers as well as the Principal Register in accordance with the Companies Law, provided always that a duplicate of such Branch Register(s) shall be maintained with the Principal Register in accordance with the Companies Law.

SHARES

8. Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may:

  1. issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine; and
  2. grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued.

  1. The Directors, or the Shareholders by Ordinary Resolution, may authorise the division of Shares into any number of Classes and sub‐classes and the different Classes and sub‐classes shall be authorised, established and designated (or re‐designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or the Shareholders by Ordinary Resolution.
  2. The Company may issue Shares with rights which are preferential to those of ordinary Shares issued by the Company
    ("preferred Shares") with the approval of the Directors and with the approval of a Special Resolution. Prior to the issuance of any preferred Shares approved pursuant to this Article 10, these Articles shall be amended to set forth the rights and obligations of the preferred Shares, including but not limited to the following terms, and the same shall apply to any variation of rights of preferred Shares:
    1. order, fixed amount or fixed ratio of allocation of dividends and other distributions on preferred Shares;
    2. order, fixed amount or fixed ratio of allocation of the assets available for distribution on a liquidation of the Company;
    3. order of or restriction on the voting rights (including declaring no voting rights whatsoever) of preferred Shareholders;
    4. other matters concerning rights and obligations incidental to preferred Shares; and
    5. the method by which the Company is authorized or compelled to redeem the preferred Shares, or a statement that redemption rights shall not apply.
  3. The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid‐up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.
  4. The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.

MODIFICATION OF RIGHTS

13. Whenever the capital of the Company is divided into different Classes (and as otherwise determined by the Directors) the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class only be materially adversely varied or abrogated with the consent in writing of the holders of not less than two‐thirds of the issued Shares of the relevant Class, or with the sanction of a resolution passed at a separate meeting of the holders of the Shares

17

of such Class by a majority of two‐thirds of the votes cast at such a meeting. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons at least holding or representing by proxy one‐third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes. The Directors may vary the rights attaching to any Class without the consent or approval of Shareholders provided that the rights will not, in the determination of the Directors, be materially adversely varied or abrogated by such action.

14. The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company.

CERTIFICATES

  1. No Person shall be entitled to a certificate for any or all of his Shares, unless the Directors shall determine otherwise.
  2. Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

FRACTIONAL SHARES

17. The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

LIEN

  1. The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share (whether or not fully paid) registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company's lien on a Share extends to any amount payable in respect of it.
  2. The Company may sell, in such manner as the Directors may determine, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.
  3. For giving effect to any such sale the Directors may authorise some Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
  4. The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.

CALLS ON SHARES

22. The Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen days' notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares.

18

  1. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.
  2. If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.
  3. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non‐payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.
  4. The Directors may make arrangements on the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.
  5. The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors.

FORFEITURE OF SHARES

  1. If a Shareholder fails to pay any call or instalment of a call in respect of any Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
  2. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non‐payment at or before the time appointed the Shares in respect of which the call was made will be liable to be forfeited.
  3. If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.
  4. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
  5. A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited.
  6. A statutory declaration in writing that the declarant is a Director, and that a Share has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.
  7. The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.
  8. The provisions of these Articles as to forfeiture shall apply in the case of non‐payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

TRANSFER OF SHARES

36. The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may determine and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of

19

the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.

  1. Subject to the terms of issue thereof, the Directors may determine to decline to register any transfer of Shares without assigning any reason therefor.
  2. The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine.
  3. All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.

TRANSMISSION OF SHARES

  1. The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased holder of the Share, shall be the only Person recognised by the Company as having any title to the Share.
  2. Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.
  3. A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

ALTERATION OF SHARE CAPITAL

  1. The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.
  2. The Company may by Ordinary Resolution:
    1. consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
    2. convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;
    3. subdivide its existing Shares, or any of them into Shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and
    4. cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.
  3. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

46. Subject to the Companies Law, the Company may:

  1. issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such terms and in such manner as the Directors may determine;
  2. purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Shareholder;
  3. make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Companies Law, including out of its capital; and

20

    1. accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the Directors may determine.
  1. Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.
  2. The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other Share.
  3. The Directors may when making payments in respect of redemption or purchase of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payment either in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of the Company or holding entitlement to the proceeds of assets held by the Company or in a liquidating structure.

TREASURY SHARES

  1. Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be cancelled immediately or held as Treasury Shares in accordance with the Companies Law. In the event that the Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.
  2. No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of a Treasury Share.
  3. The Company shall be entered in the Register as the holder of the Treasury Shares provided that:
    1. the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
    2. a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Companies Law, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Share is permitted and Shares allotted as fully paid bonus shares in respect of a treasury share shall be treated as Treasury Shares.
  4. Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Directors.

GENERAL MEETINGS

  1. The Directors may, whenever they think fit, convene a general meeting of the Company.
  2. The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason at any time prior to the time for holding such meeting or, if the meeting is adjourned, the time for holding such adjourned meeting. The Directors shall give Shareholders notice in writing of any cancellation or postponement. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.
  3. General meetings shall also be convened on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company holding at least ten percent of the paid up voting share capital of the Company deposited at the Office specifying the objects of the meeting by notice given no later than 21 days from the date of deposit of the requisition signed by the requisitionists, and if the Directors do not convene such meeting for a date not later than 45 days after the date of such deposit, the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.
  4. If at any time there are no Directors, any two Shareholders (or if there is only one Shareholder then that Shareholder) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

58. At least seven days' notice in writing counting from the date service is deemed to take place as provided in these Articles specifying the place, the day and the hour of the meeting and the general nature of the business, shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with the consent of all

21

the Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Shareholders may think fit.

59. The accidental omission to give notice of a meeting to or the non‐receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

  1. All business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets, any report of the Directors or of the Company's auditors, and the fixing of the remuneration of the Company's auditors. No special business shall be transacted at any general meeting without the consent of all Shareholders entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting.
  2. No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, one or more Shareholders holding at least a majority of the paid up voting share capital of the Company present in person or by proxy and entitled to vote at that meeting shall form a quorum.
  3. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Shareholder or Shareholders present and entitled to vote shall form a quorum.
  4. If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, participation in any general meeting of the Company may be by means of a telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
  5. The chairman, if any, of the Directors shall preside as chairman at every general meeting of the Company.
  6. If there is no such chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, any Director or Person nominated by the Directors shall preside as chairman, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.
  7. The chairman may adjourn a meeting from time to time and from place to place either:
    1. with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting); or
    2. without the consent of such meeting if, in his sole opinion, he considers it necessary to do so to:
      1. secure the orderly conduct or proceedings of the meeting; or
      2. give all persons present in person or by proxy and having the right to speak and / or vote at such meeting, the ability to do so,

but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen days or more, notice of the adjourned meeting shall be given in the manner provided for the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

  1. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or one or more Shareholders present in person or by proxy entitled to vote, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
  2. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
  3. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
  4. A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A
    22

poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

VOTES OF SHAREHOLDERS

  1. Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person and every Person representing a Shareholder by proxy shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder and every Person representing a Shareholder by proxy shall have one vote for each Share of which he or the Person represented by proxy is the holder.
  2. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.
  3. A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote in respect of Shares carrying the right to vote held by him, whether on a show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, may vote in respect of such Shares by proxy.
  4. No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.
  5. On a poll votes may be given either personally or by proxy.
  6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an Officer or attorney duly authorised. A proxy need not be a Shareholder.
  7. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.
  8. The instrument appointing a proxy shall be deposited at the Office or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting or, if the meeting is adjourned, the time for holding such adjourned meeting.
  9. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
  10. A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

  1. Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.
  2. If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)).

DIRECTORS

  1. For so long as shares or ADSs are listed on Nasdaq, the Directors shall include such number of Independent Directors as applicable law, rules or regulations or the Nasdaq Rules require for a foreign private issuer under the United States securities laws, so long as the Company is a foreign private issuer.
  2. The Company may by Ordinary Resolution appoint any Person to be a Director.
  3. Subject to these Articles, a Director shall hold office until such time as he is removed from office by Ordinary Resolution.
    23
  1. The Company may by Ordinary Resolution from time to time fix the maximum and minimum number of Directors to be appointed but unless such numbers are fixed as aforesaid the minimum number of Directors shall be one and the maximum number of Directors shall be unlimited.
  2. The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.
  3. There shall be no shareholding qualification for Directors unless determined otherwise by Ordinary Resolution.
  4. The Directors shall have power at any time and from time to time to appoint any Person to be a Director, either as a result of a casual vacancy or as an additional Director, subject to the maximum number (if any) imposed by Ordinary Resolution.

ALTERNATE DIRECTOR

90. Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be authorised to sign such written resolutions where they have been signed by the appointing Director, and to act in such Director's place at any meeting of the Directors. Every such alternate shall be entitled to attend and vote at meetings of the Directors as the alternate of the Director appointing him and where he is a Director to have a separate vote in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall not be an Officer solely as a result of his appointment as an alternate other than in respect of such times as the alternate acts as a Director. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.

POWERS AND DUTIES OF DIRECTORS

  1. Subject to the Companies Law, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.
  2. The Directors may from time to time appoint any Person, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of president, one or more vice‐presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any Person so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. The Directors may also appoint one or more of their number to the office of managing director or chief executive officer upon like terms, but any such appointment shall ipso facto terminate if any managing director or chief executive officer ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.
  3. The Directors may appoint any Person to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.
  4. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
  5. The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such person being an "Attorney" or "Authorised Signatory", respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him.
  6. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.
  7. The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any
    24

of the affairs of the Company and may appoint any Person to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such Person.

  1. The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any Person so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
  2. Any such delegates as aforesaid may be authorised by the Directors to sub‐delegate all or any of the powers, authorities, and discretion for the time being vested in them.
  3. The Directors may agree with a Shareholder to waive or modify the terms applicable to such Shareholder's subscription for Shares without obtaining the consent of any other Shareholder; provided that such waiver or modification does not amount to a variation or abrogation of the rights attaching to the Shares of such other Shareholders.

BORROWING POWERS OF DIRECTORS

101. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, or to otherwise provide for a security interest to be taken in such undertaking, property or uncalled capital, and to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

  1. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.
  2. The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.
  3. Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

105. The office of Director shall be vacated, if the Director:

  1. becomes bankrupt or makes any arrangement or composition with his creditors;
  2. dies or is found to be or becomes of unsound mind;
  3. resigns his office by notice in writing to the Company;
  4. is removed from office by Ordinary Resolution;
  5. is removed from office by notice addressed to him at his last known address and signed by all of his co‐Directors (not being less than two in number); or
  6. is removed from office pursuant to any other provision of these Articles.

25

PROCEEDINGS OF DIRECTORS

  1. The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.
  2. A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
  3. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, if there be two or more Directors the quorum shall be two, and if there be one Director the quorum shall be one. A Director represented by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.
  4. A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is to be regarded as interested in any contract or other arrangement which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.
  5. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.
  6. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.
  7. The Directors shall cause minutes to be made in books or loose‐leaf folders provided for the purpose of recording:
    1. all appointments of Officers made by the Directors;
    2. the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
    3. all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.
  8. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.
  9. A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate.
  10. The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

26

  1. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office but if no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.
  2. Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.
  3. A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.
  4. All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

DIVIDENDS

  1. Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for in the Companies Law and these Articles, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.
  2. Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.
  3. The Directors may determine, before recommending or declaring any dividend, to set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the determination of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.
  4. Any dividend may be paid in any manner as the Directors may determine. If paid by cheque it will be sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.
  5. The Directors when paying dividends to the Shareholders in accordance with the foregoing provisions of these Articles may make such payment either in cash or in specie and may determine the extent to which amounts may be withheld therefrom (including, without limitation, any taxes, fees, expenses or other liabilities for which a Shareholder (or the Company, as a result of any action or inaction of the Shareholder) is liable).
  6. Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares.
  7. If several Persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share.
  8. No dividend shall bear interest against the Company.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

  1. The books of account relating to the Company's affairs shall be kept in such manner as may be determined from time to time by the Directors.
  2. The books of account shall be kept at the Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.
  3. The Directors may from time to time determine whether and to what extent and at what times and places and under what
    27

conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.

  1. The accounts relating to the Company's affairs shall only be audited if the Directors so determine, in which case the accounting principles will be determined by the Directors. The financial year of the Company shall end on 31 December of each year or such other date as the Directors may determine.
  2. The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

CAPITALISATION OF RESERVES

133. Subject to the Companies Law and these Articles, the Directors may:

  1. resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), whether or not available for distribution;
  2. appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:
    1. paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or
    2. paying up in full unissued Shares or debentures of a nominal amount equal to that sum,

and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;

  1. make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;
  2. authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:
    1. the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or
    2. the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,

and any such agreement made under this authority being effective and binding on all those Shareholders; and

  1. generally do all acts and things required to give effect to any of the actions contemplated by this Article.

SHARE PREMIUM ACCOUNT

  1. The Directors shall in accordance with the Companies Law establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.
  2. There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the determination of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Law, out of capital.

NOTICES

136. Any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it airmail or air courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in

28

respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

  1. Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.
  2. Any notice or other document, if served by:
    1. post, shall be deemed to have been served five clear days after the time when the letter containing the same is posted;
    2. facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
    3. recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or
    4. electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

  1. Any notice or document delivered or sent in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.
  2. Notice of every general meeting of the Company shall be given to:
    1. all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and
    2. every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

INDEMNITY

  1. Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other Officer (but not including the Company's auditors) and the personal representatives of the same (each an "Indemnified Person") shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person's own dishonesty, wilful default or fraud as determined by a court of competent jurisdiction, in or about the conduct of the Company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
  2. No Indemnified Person shall be liable:
    1. for the acts, receipts, neglects, defaults or omissions of any other Director or Officer or agent of the Company; or
    2. for any loss on account of defect of title to any property of the Company; or
    3. on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or
    4. for any loss incurred through any bank, broker or other similar Person; or
    5. for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person's part; or
    6. for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person's office or in relation thereto;

29

unless the same shall happen through such Indemnified Person's own dishonesty, wilful default or fraud as determined by a court of competent jurisdiction.

143. The Company may purchase and maintain insurance for the benefit of the Director or the officers of the Company against any liability incurred by him/her in his/her capacity as a Director or officer, as applicable, in order to minimise the relevant indemnity liabilities incurred or sustained by the Company and the Shareholders.

NON‐RECOGNITION OF TRUSTS

144. Subject to the proviso hereto, no Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Law requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register, provided that, notwithstanding the foregoing, the Company shall be entitled to recognise any such interests as shall be determined by the Directors.

WINDING UP

  1. If the Company shall be wound up the liquidator shall apply the assets of the Company in such manner and order as he thinks fit in satisfaction of creditors' claims.
  2. If the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any assets whereon there is any liability.

AMENDMENT OF ARTICLES OF ASSOCIATION

147. Subject to the Companies Law and the rights attaching to the various Classes, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

CLOSING OF REGISTER OR FIXING RECORD DATE

  1. For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case 40 days. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders the Register shall be so closed for at least ten days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.
  2. In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.
  3. If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.

REGISTRATION BY WAY OF CONTINUATION

151. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the

30

Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

MERGERS AND CONSOLIDATION

  1. The Company may merge or consolidate in accordance with the Companies Law.
  2. To the extent required by the Companies Law, the Company may by Special Resolution resolve to merge or consolidate the Company.

DISCLOSURE

154. The Directors, or any authorised service providers (including the Officers, the Secretary and the registered office agent of the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which the Shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, information contained in the Register and books of the Company.

31

Attachment 3: Consolidated Financial Statements and CPA Report of 2019 and Q2 2020

ASLAN Pharmaceuticals Limited and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018 and Independent Auditors' Report

32

33

34

35

39

42

43

ASLAN PHARMACEUTICALS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

ASLAN Pharmaceuticals Limited (ASLAN Cayman) was incorporated in the Cayman Islands in June 2014 as the listing vehicle for the initial public offering and listing on both the Taipei Exchange ("TPEx") in Taiwan and the Nasdaq Global Market in the United States. ASLAN Cayman and its subsidiaries (collectively referred to as the "Company") are principally engaged in the development of novel drugs for Asia prevalent cancers.

ASLAN Cayman's shares have been listed on the TPEx since June 1, 2017. In addition, ASLAN Cayman also increased capital through a new share issuance by a depositary institution in order to sponsor its issuance of American Depositary Shares (ADSs), which have been listed on the Nasdaq Global Market, on May 4, 2018.

The functional currency of the Company is the U.S. dollar. For greater comparability and consistency of financial reporting, the consolidated financial statements are presented in the New Taiwan dollar in accordance with the TPEx requirements.

  1. APPROVAL OF FINANCIAL STATEMENTS
    The consolidated financial statements were approved by the Company's board of directors on March 18, 2020.
  2. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
    1. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (FSC)
      Except for the following, whenever applied, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Company's accounting policies:
      IFRS 16 "Leases"
      IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 "Leases", IFRIC 4 "Determining whether an Arrangement contains a Lease", and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.
      Definition of a lease
      A lease is defined as a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration under IFRS 16.
      The Company elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.

44

The Company as lessee

The Company recognizes right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Company presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within operating activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. Cash flows for operating leases were classified within operating activities on the consolidated statements of cash flows.

The Company elects to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information is not restated.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities. The Company applies IAS 36 to all right-of-use assets.

The Company also applies the following practical expedients:

  1. The Company applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.
  2. The Company accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.
  3. The Company excludes initial direct costs from the measurement of right-of-use assets on January 1, 2019.
  4. The Company uses hindsight, such as in determining lease terms, to measure lease liabilities.

The weighted average lessee's incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 6%. The difference between the (i) lease liabilities recognized and (ii) operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease

commitments on December 31, 2018

$

18,318

Less: Recognition exemption for short-term leases

(7,994)

Less: Recognition exemption for leases of low-value assets

(34)

Undiscounted amounts on January 1, 2019

$

10,290

Discounted amounts using the incremental borrowing rate on January 1, 2019

$

9,898

Lease liabilities recognized on January 1, 2019

$

9,898

The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:

45

Adjustments

Adjusted

Carrying

Arising from

carrying

amount as of

Initial

amount as of

January 1, 2019

Application

January 1, 2019

Total effect on assets (right-of-use assets)

$

-

$

9,898

$

9,898

Lease liabilities - current

$

-

$

6,695

$

6,695

Lease liabilities - non-current

$

-

3,203

$

3,203

Total effect on liabilities

$

9,898

b. IFRSs standards endorsed by FSC for application starting from 2020

Effective Date

New IFRSs Standards

Announced by IASB

Amendments to IFRS 3 "Definition of a Business"

January 1, 2020 (Note 1)

Amendments to IFRS 9, IAS 39 and IFRS 7 "Interest Rate Benchmark

January 1, 2020 (Note 2)

Reform"

Amendments to IAS 1 and IAS 8 "Definition of Material"

January 1, 2020 (Note 3)

Note 1: The Company shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

Note 2: The Company shall apply these amendments retrospectively for annual reporting periods beginning on or after January 1, 2020.

Note 3: The Company shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date

New IFRSs Standards

Announced by IASB (Note 1)

Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets

To be determined by IASB

between an Investor and its Associate or Joint Venture"

IFRS 17 "Insurance Contracts"

January 1, 2021

Amendments to IAS 1 "Classification of Liabilities as Current or Non-

January 1, 2022

current"

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

As of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company's financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

46

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  1. Statement of compliance
    The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.
  2. Basis of preparation
    The consolidated financial statements have been prepared on the historical cost basis except for financial instruments and trade payable arising from cash-settledshare-based payment arrangements which are measured at fair value.
    The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
    1. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
    2. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
    3. Level 3 inputs are unobservable inputs for an asset or liability.
  3. Classification of current and non-current assets and liabilities Current assets include:
    1. Assets held primarily for the purpose of trading;
    2. Assets expected to be realized within 12 months after the reporting period; and
    3. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  1. Liabilities held primarily for the purpose of trading;
  2. Liabilities due to be settled within 12 months after the reporting period; and
  3. Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Assets and liabilities that are not classified as current are classified as non-current.

  1. Basis of consolidation
    The consolidated financial statements include the financial statements of ASLAN Cayman and entities controlled by ASLAN Cayman (its subsidiaries). When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
    All intragroup transactions, balances, income and expenses are eliminated in full upon consolidation.
    Total comprehensive income of subsidiaries is attributed to stockholders of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Company's ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the

47

Company and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to stockholders of the parent.

See Note 9 for detailed information on subsidiaries (including percentages of ownership and main businesses).

  1. Foreign currencies
    In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
    At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.
    Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which cases, the exchange differences are also recognized directly in other comprehensive income.
    Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
    For the purpose of presenting consolidated financial statements, the functional currencies of the Company and the Company entities are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income attributed to stockholders of the parent and non- controlling interests as appropriate. The exchange differences accumulated in equity, which resulted from the translation of the assets and liabilities of the Company entities into the presentation currency, are not subsequently reclassified to profit or loss.
  2. Property, plant and equipment
    Property, plant and equipment are stated at cost, less recognized accumulated depreciation and accumulated impairment loss.
    Depreciation is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective basis.
    Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the respective asset and is recognized in profit or loss.
  3. Intangible assets
    1. Intangible assets acquired separately
      Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost, less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost, less accumulated impairment loss.

48

  1. Internally-generatedintangible assets - research and development expenditures
    Expenditure on research activities is recognized as an expense in the period in which it is incurred.
    An internally-generated intangible asset arising from the development phase of an internal project is recognized only if all of the following have been demonstrated:
    1. The technical feasibility of completing the intangible asset so that it will be available for use or sale;
    2. The intention to complete the intangible asset and use or sell it;
    3. The ability to use or sell the intangible asset;
    4. The manner in which intangible asset will generate probable future economic benefits;
    5. The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
    6. The ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when an intangible asset first meets the recognition criteria listed above. Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

    1. Derecognition of intangible assets
      On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
  1. Impairment of tangible and intangible assets
    At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets in order to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
    Intangible assets with indefinite useful lives and intangible assets not yet available are not subject to amortization, but are tested annually for impairment or more frequently if there are indicators of impairment. In respect of the impairment indicators, the Company considers both internal and external sources of information to determine whether an asset may be impaired, which may include the significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes with adverse effects in the use of the assets, as well as the internal reporting which indicates the economic performance of an asset is worse than expected. If any such indicators exist, the Company will estimate the recoverable amount of such indefinite-lived intangible asset and compare it with its carrying amount.
    The recoverable amount is the higher of fair value, less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
    When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash- generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash- generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

49

  1. Financial instruments
    Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.
    Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (i.e., FVTPL)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
    1. Financial assets
      All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
      1. Measurement categories
        Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and equity instruments at fair value through other comprehensive income (i.e., FVTOCI).
        1. Financial assets at FVTPL
          Derivative financial assets are classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL.
          Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in other gains or losses. Fair value is determined in the manner described in Note 25.
        2. Financial assets at amortized cost
          A financial asset shall be measured at amortized cost if both of the following conditions are met:
          1. The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
          2. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

For the financial assets measured at amortized cost (including cash and cash equivalents and refundable deposits), the Company applies the effective interest method to the gross carrying amount at amortized cost less any impairment from initial recognition. Any foreign exchange gains and losses are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset.

Cash equivalents include time deposits, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  1. Investments in equity instruments at FVTOCI
    On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity

50

investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Company's right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

    1. Impairment of financial assets
      The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost.
      For financial instruments, the Company recognizes lifetime expected credit losses (i.e., ECLs) when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
      Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
      The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
    2. Derecognition of financial assets
      The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
      Before 2018, on derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
  1. Equity instruments
    Equity instruments issued by the Company entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
    Equity instruments issued by the Company entity are recognized at the proceeds received, net of direct issue costs.
    No gain or loss is recognized in profit or loss on the issuance of the Company's own equity instruments.

51

  1. Financial liabilities
    1. Subsequent measurement
      Except the following situations, all financial liabilities are measured at amortized cost using the effective interest method:

1) Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when such financial liabilities are either held for trading or are designated as at FVTPL.

Financial liabilities held for trading are stated at fair value, and any gains or losses on such financial liabilities are recognized in other gains or losses.

Fair value is determined in the manner described in Note 24.

    1. Derecognition of financial liabilities
      The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
  1. Compound instruments

The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument's maturity date. Any embedded derivative liability is measured at fair value.

Transaction costs that relate to the issuance of the compound instruments are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.

    1. Derivative financial instruments
      Derivatives embedded in hybrid contracts that contain financial asset hosts that is within the scope of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets that is within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative; their risks and characteristics are not closely related to those of the host contracts; and the host contracts are not measured at FVTPL.
  1. Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the out-licensing of experimental drugs that have reached 'proof of concept' to business partners for ongoing global development and launch, in the ordinary course of our activities. Revenue is presented, net of goods and services tax, rebates and discounts. See Note 17 for details of the Company's licensing agreements.

The Company recognizes revenue when it has completed the out-licensing of the experimental drug to business partners, and such partners have accepted the products. Thus, the collectability of the related receivables is reasonably assured.

52

Typically the consideration received from out-licensing may take the form of upfront payments, option payments, milestone payments, and royalty payments on licensed products. To determine revenue recognition for contracts with customers, the Company performs the following five steps:

  1. Identify the contract with a customer;
  2. Identify the performance obligations in the contract;
  3. Determine the transaction price;
  4. Allocate the transaction price to the performance obligations in the contract; and
  5. Recognize revenue when (or as) the Company satisfies the performance obligations.

At the inception of a contract, the Company assesses the goods or services promised within each contract to determine whether each promised good or service is distinct and identify those that are performance obligations. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Upfront License Fees

If a license to the Company's intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company will recognize revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other performance obligations, the Company uses judgment to assess the nature of the combined performance obligation to determine whether it is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress at the end of each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Milestone Payments

At the inception of each contract with customers that includes development or regulatory milestone payments (i.e., the variable consideration), the Company includes some or all amount of variable consideration in the transaction price estimated only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty related to the variable consideration is subsequently resolved. Milestone payments that are contingent upon the achievement of events that are uncertain or not controllable, such as regulatory approvals, are generally not considered highly probable of being achieved until those approvals are received. Therefore, they are not included in the transaction price. At the end of each reporting period, the Company evaluates the probability of achievement of such milestone payments and any related constraints and, if necessary, adjusts the Company's estimate of the overall transaction price.

Royalties

For arrangements that include sales-based royalties, including commercial milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of the following:

  1. when the subsequent sales occur, or
  2. when the performance obligation, to which some or all of the royalty has been allocated, has been satisfied (or partially satisfied).

To date, the Company has not recognized any royalty revenue resulting from any of out-licensing arrangements.

  1. Research and development expenses
    Elements of research and development expenses primarily include:

53

  1. payroll and other related costs of personnel engaged in research and development activities;
  2. costs related to preclinical testing of the Company's technologies under development and clinical trials, such as payments to contract research organizations ("CROs"), investigators and clinical trial sites that conduct the Company's clinical studies;
  3. costs to develop the product candidates, including raw materials, supplies and product testing related expenses; and
  4. other research and development expenses.

Research and development expenses are expensed as incurred when these expenditures relate to the Company's research and development services and have no alternative future uses. The conditions enabling the capitalization of development costs as an asset have not yet been met and, therefore, all development expenditures are recognized in profit or loss when incurred.

  1. Leasing
    2019
    At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company as lessee
    The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
    Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
    Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
    Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and the default fine arises from lease termination. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the its incremental borrowing rate.
    Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
    If a change in the scope of the lease, or the consideration of a lease, that was no part of the original terms and conditions of the lease takes place, and both the modification increases the scope of the lease by adding the right to use one or more underlying assets and the consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract, the Company shall account for a lease modification as a separate lease. For a lease modification that is not accounted for as a separate lease, at the effective date of the lease modification, the Company shall remeasure the lease liability by discounting the revised lease payments using a revised discount rate.

The Company shall account for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease for lease modifications that decrease

54

the scope of the lease, shall recognize in profit or loss any gain or loss relating to the partial or full termination of the lease, and shall make a corresponding adjustment to the right-of-use asset for all other lease modification.

2018

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

The Company as lessee

Operating lease payments are recognized as expenses on a straight-line basis over the lease term.

  1. Retirement benefits
    Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
  2. Share-basedpayment arrangements
    Equity-settledshare-based payments to employees are measured at the fair value of the equity instruments at the grant date.
    The fair value determined at the grant date of the employee share options is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of employee share options that will eventually vest, with a corresponding increase in "capital surplus - employee share options". The fair value determined at the grant date of the employee share options is recognized as an expense in full at the grant date when the share options granted vest immediately.
    At the end of each reporting period, the Company revises its estimate of the number of employee share options expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the capital surplus.
    The fair value of the amount payable to beneficiaries in respect of bonus entitlement unit grants, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the beneficiaries become unconditionally entitled to payment. The amount is remeasured at each reporting date and at settlement based on the fair value of the bonus entitlement units. Any changes in the liability are recognized in profit or loss.
  3. Taxation
    The provision for income tax recognized in profit or loss comprises current and deferred tax. Current tax is income tax paid and payable for the current year based on the taxable profit of the year and any adjustments to tax payable (or receivable) in respect of prior years. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit or loss. Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized. The carrying amount is reviewed at the end of each reporting period on the same basis. Deferred tax is measured at the tax rates that are expected to apply in the period in which the asset or liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

55

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

  1. Impairment of intangible assets
    Intangible assets with indefinite useful lives are tested for impairment annually and whenever an indicator of impairment exists. The Company assesses whether there is an indication of impairment based on internal and external information, including the progress of research and development project and the prospect of such technology. Determining whether an intangible asset is impaired requires an estimation of the recoverable amount and a comparison with the carrying amount. The calculation of the recoverable amount requires management to estimate the future cash flows that are expected to arise from the intangible asset and a suitable discount rate in order to calculate the present value. Any change of estimation arising from economic environment changes or the Company's strategies may lead to significant impairment loss in the future.

6. CASH AND CASH EQUIVALENTS

December 31

2019

2018

Cash on hand

$

52

$

71

Deposits in banks

664,998

883,527

$

665,050

$

883,598

Deposits in banks consisted of highly liquid time deposits that were readily convertible to known amounts of cash and were subject to an insignificant risk or change in value.

The market rate intervals of time deposits at the end of the reporting period were as follows:

December 31

2019

2018

Time deposits

-

2.57%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

December 31

2019

2018

Financial assets at fair value through

profit or loss (FVTPL) - Non-current

Financial assets mandatorily classified as at FVTPL

Derivative financial assets - warrants (a)

$

390

$

1,834

Derivative financial assets - pre-redemption right (b)

1,655

-

$

2,045

$

1,834

Financial liabilities at fair value through

profit or loss (FVTPL) - Non-current

Financial liabilities designated as at FVTPL (c)

Derivative financial liabilities - conversion right

$

7,859

$

-

  1. In July 2018, the Company acquired warrants to subscribe for ordinary shares of DotBio Pte. Ltd., as detailed in Note 17 (under the heading of "Nanyang Technological University").

56

  1. On October 25, 2019, the Company entered into a loan facility agreement with warrants and was entitled to repay at any time prior to expiry of the term, as detailed in Note 14 (under the heading of "October / November 2019 Loan Facility").
  2. On September 30, 2019, the Company entered into a convertible loan facility, as detailed in Note 14 (under the heading of "Convertible Loan Facility").

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

December 31,

2019 2018

Non-current

Investments in equity instruments at FVTOCI

Foreign unlisted ordinary shares

$ 3,959

$ 5,723

In July 2018, the Company acquired ordinary shares of DotBio Pte. Ltd., as detailed in Note 17 (under the heading of Nanyang Technological University), which were not held for trading. The management believes that to recognize short-term fluctuations in the investments' fair value in profit or loss would not be consistent with the Company's purpose of holding the investments. As a result, the Company elected to designate the investments in equity instruments as at FVTOCI.

9. SUBSIDIARIES

a. Subsidiaries included in the consolidated financial statements

57

Proportion of

Ownership (%)

December 31

Investor

Investee

Nature of Activities

2019

2018

Remark

ASLAN Pharmaceuticals

ASLAN Pharmaceuticals

Investment holding

100%

100%

Pte. Ltd.

Limited

ASLAN Pharmaceuticals

ASLAN Pharmaceuticals

New drug research and

100%

100%

Pte. Ltd.

Taiwan Limited

development

ASLAN Pharmaceuticals

ASLAN Pharmaceuticals

New drug research and

100%

100%

Pte. Ltd.

Australia Pty Ltd

development

ASLAN Pharmaceuticals

ASLAN Pharmaceuticals

New drug research and

100%

100%

Pte. Ltd.

Hong Kong Limited

development

ASLAN Pharmaceuticals

ASLAN Pharmaceuticals

New drug research and

100%

100%

Hong Kong Limited

(Shanghai) Co. Ltd.

development

ASLAN Pharmaceuticals

ASLAN Pharmaceuticals

New drug research and

100%

100%

Pte. Ltd.

(USA) Inc.

development

ASLAN Pharmaceuticals

Jaguahr Therapeutics Pte.

New drug research and

55%

-

1

Pte. Ltd.

Ltd.

development

Remarks:

    1. Jaguahr Therapeutics Pte. Ltd. is a subsidiary that has material non-controlling interests. On October 15, 2019 the Company established a joint venture with Bukwang Pharmaceutical Co., Ltd., a leading research and development focused Korean pharmaceutical company, to develop antagonists of the aryl hydrocarbon receptor (AhR). The joint venture company, in which the Company currently owns a controlling stake, is called Jaguahr Therapeutics Pte. Ltd.
  1. Details of subsidiaries that have material non-controlling interests

Proportion of Ownership and

Voting Rights Held by

Non-controlling Interests

December 31

Name of Subsidiary

Principal Place of Business

2019

Jaguahr Therapeutics Pte. Ltd.

Singapore

45%

Profit (Loss) Allocated to

Non-controlling Interests

Accumulated Non-controlling

For the Year Ended

Interests

December 31

December 31

Name of Subsidiary

2019

2019

Jaguahr Therapeutics Pte. Ltd.

$

(1,529)

$

32,172

The summarized Jaguahr Therapeutics Pte. Ltd. financial information below represents amounts before intragroup eliminations.

December 31

2019

Current assets

$

73,775

Non-current assets

-

Current liabilities

(2,281)

58

Non-current liabilities

Equity

Equity attributable to: Stockholders of the parent Non-controlling interests

-

$ 71,494

$ 39,322 32,172

$ 71,494

For the Year

Ended

December 31

2019

Revenue

$

-

Loss for the year

$

(3,514)

Other comprehensive loss for the year

(1,512)

Total comprehensive loss for the year

$

(5,026)

Loss attributable to:

Owners of Company

$

(1,985)

Non-controlling interests of Company

(1,529)

Total comprehensive loss attributable to: Stockholders of the parent Non-controlling interests

$ (3,514)

$ (2,816) (2,210)

$

(5,026)

Net cash inflow/(outflow) from:

Operating activities

$

(40,712)

Investing activities

-

Financing activities

76,520

Effect of foreign currency exchange differences

(1,512)

Net cash inflow

$

34,296

10. PROPERTY, PLANT AND EQUIPMENT

Office

Other

Leasehold

Equipment

Equipment

Improvements

Total

Cost

Balance at January 1, 2018

$ 6,266

$ 1,042

$ 14,072

$ 21,380

Additions

1,977

31

410

2,418

59

Office

Other

Leasehold

Equipment

Equipment

Improvements

Total

Effect of foreign currency

exchange differences

221

33

437

691

Balance at December 31, 2018

$

8,464

$

1,106

$

14,919

$

24,489

Accumulated depreciation

Balance at January 1, 2018

$

3,423

$

425

$

4,378

$

8,226

Depreciation expenses

1,888

325

4,879

7,092

Effect of foreign currency

exchange differences

133

18

205

356

Balance at December 31, 2018

$

5,444

$

768

$

9,462

$

15,674

Carrying amounts at December 31,

2018

$

3,020

$

338

$

5,457

$

8,815

Cost

Balance at January 1, 2019

$

8,464

$

1,106

$

14,919

$

24,489

Additions

92

-

-

92

Disposals

(

2,117 )

(

27 )

(

6,778 )

(

8,922 )

Effect of foreign currency

exchange differences

(

110 )

(

22 )

(

102 )

(

234 )

Balance at December 31, 2019

$

6,329

$

1,057

$

8,039

$

15,425

Accumulated depreciation

Balance at January 1, 2019

$

5,444

$

768

$

9,462

$

15,674

Depreciation expenses

1,616

269

3,453

5,338

Disposals

(

1,552 )

(

16 )

(

4,886 )

(

6,454 )

Effect of foreign currency

exchange differences

(

110 )

(

22 )

(

149 )

(

281 )

Balance at December 31, 2019

$

5,398

$

999

$

7,880

$

14,277

Carrying amounts at December 31,

2019

$

931

$

58

$

159

$

1,148

No impairment assessment was performed for the years ended December 31, 2019 and 2018 as there was no indication of impairment.

The above items of property, plant and equipment used by the Company are depreciated on a straight-line basis over the estimated useful life of 3 years.

60

11. LEASE ARRANGEMENTS a. Right-of-use assets - 2019

December 31,

2019

Carrying amounts

Buildings

$ 21,802

For the Year

Ended

December 31

2019

Additions to right-of-use assets

$

26,439

Depreciation charge for right-of-use assets

Buildings

$( 8,266)

b. Lease liabilities - 2019

December 31,

2019

Carrying amounts

Current

$

7,924

Non-current

14,702

$

22,626

Discount rate for lease liabilities was as follows:

December 31,

2019

Buildings

6%

  1. Material lease-in activities and terms
    The Company leases office buildings with lease terms of 3 years. These arrangements do not contain purchase options at the end of the lease terms.
    Certain of the office buildings leases across the Company contain extension options. These terms are used to maximize operational flexibility in terms of managing contracts. In cases in which the Company is not reasonably certain to use an optional extended lease term, payments associated with the optional period are not included within lease liabilities. If the payments associated with the optional period are included within lease liabilities, there will be an increase in lease liabilities of $21,427 thousand as of December 31, 2019.

61

  1. Other lease information 2019

For the Year

Ended

December 31,

2019

Expenses relating to short-term leases

$

7,760

Expenses relating to low-value asset leases

$

228

Total cash outflow for leases

$

16,605

The Company leases certain office buildings which qualify as short-term leases and certain office equipment which qualify as low-value asset leases. The Company has elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for these leases.

All lease commitments with lease terms commencing after the balance sheet dates are as follows:

December 31,

2019

Lease commitments

$ 2,096

2018

The future minimum lease payments of non-cancellable operating lease commitments are as follows:

December 31,

2018

Not later than 1 year

$

15,082

Later than 1 year and not later than 5 years

3,236

$

18,318

12. INTANGIBLE ASSETS

Computer

Licenses

Software

Total

Cost

Balance at January 1, 2018

$

2,177

$

1,191

$

3,368

Additions

692,939

88

693,027

Effect of foreign currency exchange differences

10,120

38

10,158

Balance at December 31, 2018

$

705,236

$

1,317

$

706,553

Accumulated amortization

Balance at January 1, 2018

$

-

$

875

$

875

62

Amortization expenses

-

192

192

Effect of foreign currency exchange differences

-

30

30

Balance at December 31, 2018

$

-

$

1,097

$

1,097

Carrying amounts at December 31, 2018

$

705,236

$

220

$

705,456

Cost

Balance at January 1, 2019

$

705,236

$

1,317

$

706,553

Effect of foreign currency exchange differences

(

14,116)

(

26 )

(

14,142)

Balance at December 31, 2019

$

691,120

$

1,291

$

692,411

Accumulated amortization

Balance at January 1, 2019

$

-

$

1,097

$

1,097

Amortization expenses

-

134

134

Impairment losses recognized

711,763

-

711,763

Effect of foreign currency exchange differences

(

20,643)

(

25 )

(

20,668)

Balance at December 31, 2019

$

691,120

$

1,206

$

692,326

Carrying amounts at December 31, 2019

$

_-

$

85

$

85

The intangible assets, namely licenses, include the acquisitions in August 2016 of ASLAN005 from Exploit Technologies Pte Ltd. and in January 2018 of exclusive and worldwide rights to develop, manufacture and commercialize varlitinib from Array Biopharma Inc., respectively. The information related to these license agreements is further disclosed in Note 17.

As of December 31, 2018 and 2019, the aforementioned intangible assets were not amortized since they were not yet available for use. Instead they would be tested for impairment, by comparing the recoverable amounts with the carrying amounts, annually and whenever there is an indication that they may be impaired.

On July 5, 2019, the Company decided no further development plan on the licensed IP ASLAN005 from Exploit Technologies Pte Ltd. with written termination notice of Agreement for Research and Collaboration. As a result, the Company carried out a review of the recoverable amount of ASLAN005 and determined that the carrying amount US$73.4 thousand was fully impaired.

On November 11, 2019, the Company announced that the global pivotal clinical trial testing varlitinib in biliary tract cancer did not meet its primary endpoints. As a result, the Company decided to stop investing in the further development of varlitinib at this time and the estimated future cash flows expected to arise from the drug decreased. The Company carried out a review of the recoverable amount of varlitinib and determined that the carrying amount US$23,000 thousand was not recoverable.

The review led to the recognition of an impairment loss of $709,499 thousand. Though the Company may decide to conduct exploratory research in the future, no resources have been allocated for its development and there is no guarantee that resources will be allocated in the future.

The Company's intangible assets have been tested for impairment at the end of the annual reporting period and the recoverable amount is determined based on the value in use. The value in use was calculated based on the cash flow forecast. For the years ended December 31, 2018, the Company did not recognize any impairment loss on intangible assets. For the year ended December 31, 2019, the Company assessed intangible assets impairment and recognized an impairment loss of $711,763 thousand, and the recoverable amount of intangible assets was nil. Such impairment loss was recognized in other operating income and expenses.

63

Computer software is amortized on a straight-line basis over the estimated useful life of 3 years.

13. OTHER PAYABLES

December 31

2019

2018

Payables for salaries and bonuses

$

31,068

$

35,243

Payables for professional fees

27,668

20,806

Payables for cash-settledshare-based payment transactions (Note 21)

22,638

20,449

Interest payables

11,771

1,541

Others

4,108

3,956

$

97,253

$

81,995

14. LONG-TERM BORROWINGS

December 31

2019

2018

Unsecured borrowings

Loans from government

$

220,489

$

222,094

Other long-term borrowings

144,169

124,104

Interest payables

95,356

80,940

Loans from shareholders

51,145

-

$

511,159

$

427,138

Unsecured borrowings from related parties

Loans from related parties

$

16,547

$

-

Interest payables

411

-

$

16,958

$

-

  1. Loans from government
    On April 27, 2011, the Singapore Economic Development Board (EDB) awarded the Company a repayable grant (the "Grant") not exceeding SGD10,000 thousand to support the Company's drug development activities over a five-year qualifying period commencing February 24, 2011 (the "Project"). The Project was successfully implemented, resulting in substantially the full amount of the Grant being disbursed to the Company.
    In the event any of the Company's clinical product candidates achieve commercial approval after Phase 3 clinical trials, the Company will be required to repay the funds disbursed to the Company under the Grant plus interest of 6%. Until the Company has fulfilled its repayment obligations under the Grant, the Company has ongoing update and reporting obligations to the EDB. In the event the Company breaches any of its ongoing obligations under the Grant, EDB can revoke the Grant and demand that the Company repay the funds disbursed to the Company under the Grant.
    As of December 31, 2019 and 2018, the amounts of the funds disbursed to the Company plus accrued interest were $314,073 thousand and $303,034 thousand, respectively.

64

  1. Other long-term borrowings
    CSL Finance Pty Ltd.
    On May 12, 2014, ASLAN Pharmaceuticals Pte. Ltd. obtained a loan facility of US$4,500 thousand from CSL Finance Pty Ltd. The amount was based on 75% of research and development costs approved by CSL Finance Pty Ltd. at each drawdown period. The loan is repayable within 10 years from the date of the facility agreement. Interest on the loan is computed at 6% plus LIBOR and is payable on a quarterly basis.
    Mandatory prepayment of the loan is required upon a successful product launch occurring before maturity of the loan.

Convertible Loan Facility

On September 30, 2019, the Company entered into a loan facility with Bukwang Pharmaceutical Co., Ltd., for an amount of US$1,000 thousand (the "September 2019 Loan Facility"). The September 2019 Loan Facility has a two-year term with a 10% interest rate per annum, commencing upon the date the Company draws down on such facility. The Company has the option to repay the amounts owed at any time, subject to certain conditions.

The lender will have the right to convert, at their option, any outstanding principal amount plus accrued and unpaid interest under the loan into that number of the Company's newly issued ADSs calculated by dividing

  1. such outstanding principal amount and accrued and unpaid interest under the loan by (b) 90% of the volume- weighted average price of the Company's ADSs on the date of the conversion notice. Each ADS represents five ordinary shares of the Company. The ability to convert is subject to certain conditions, including that the Company's ordinary shares will have been delisted from the TPEx, and expires at the expiry of the term of the loan.

In October 2019, the Company drew down on US$1,000 thousand under the September 2019 Loan Facility. As of December 31, 2019 and 2018, the amounts of the funds disbursed to the Company plus accrued interest were $156,438 thousand and $125,645 thousand, respectively.

October / November 2019 Loan Facility

On October 25, 2019, the Company entered into a loan facility with certain existing stockholders/directors, or affiliates thereof, and on November 11 2019 the Company entered into a related loan facility with the affiliate of another existing stockholder, for an aggregate amount of US$2,250 thousand (collectively, the "October 2019 Loan Facility"). The October/November 2019 Loan Facility has a two-year term with a 10% interest rate per annum, commencing upon the date the Company draws down the facility, which must be drawn down in full. The Company has the option to repay not less than US$1,000 thousand of the amounts owed under the October/November 2019 Loan Facilities at any time, subject to certain conditions. In the event that the Company in a single re-financing transaction raises more than ten times the aggregate loan amount prior to expiry of the term, the Company will be obligated to repay any unpaid portion of the principal amount and accrued interest thereunder within 30 days of the receipt of the proceeds from such financing transaction.

The October/November 2019 Loan Facility provides that, during the time that any amount is outstanding thereunder, the Company will not (i) incur any finance debt which is secured by a security interest or conferring repayment rights which rank in priority over those of the lenders, or (ii) carry out or implement any merger, consolidation, reorganization (other than the solvent reorganization of the Company), recapitalization, reincorporation, share dividend or other changes in the capital structure of the Company which may have a material adverse effect on the rights of the lenders, in each case except with the prior written consent of the lenders. In addition, upon an event of default (as defined in the October/November 2019 Loan Facility), the lenders may declare the principal amounts then outstanding and all interest thereon accrued and unpaid to be immediately due and payable to the lenders.

In October 2019, the company drew down on $1.95 million under the loan facilities. In connection with this initial draw down, the company issued warrants to purchase 483,448 ADSs (representing 2,417,240 ordinary shares) to certain of the lenders, at an exercise price of $2.02 per ADS. In November 2019, the company drew down on the remaining $0.3 million under the loan facilities. In connection with the second draw down, the

65

company has committed to issue warrants to purchase 74,377 ADSs (representing 371,885 ordinary shares) to the lender at an exercise price of $2.02 per ADS.

The Warrants are exercisable only after our ordinary shares have been delisted from TPEx, and will expire on the earlier of (i) the first anniversary of such TPEx delisting or (ii) expiry of the term of the October /November 2019 Loan Facility. If, by expiry of the term of the October / November 2019 Loan Facility, (i) our shares have not been delisted from TPEx and (ii) the Warrants have not been exercised, the lenders shall be entitled to receive a further sum equal to 5% of the principal amount per annum, by way of additional interest, payable by us upon expiry of the loan term.

As of December 31, 2019, the amount of funds disbursed to the Company plus accrued interest was $69,377 thousand.

  1. RETIREMENT BENEFIT PLANS Defined Contribution Plans
    ASLAN Pharmaceuticals Pte. Ltd. adopted a defined contribution plan, which is a post-employment benefit plan, under which ASLAN Pharmaceuticals Pte. Ltd. pays fixed contributions into the Singapore Central Provident Fund on a mandatory basis. ASLAN Pharmaceuticals Pte. Ltd. has no further payment obligations once the contributions have been paid. The contributions are recognized as "employee compensation expenses" when they are due.
    ASLAN Pharmaceuticals Taiwan Limited adopted a pension plan under the Labor Pension Act (LPA) of the ROC, which is a state-managed defined contribution plan. Under the LPA, ASLAN Pharmaceuticals Taiwan Limited makes monthly contributions to its Taiwan-based employees' individual pension accounts at 6% of monthly salaries and wages.
    For the years ended December 31, 2019 and 2018, the total expenses for such employee benefits in the amounts of $10,027 thousand and $12,779 thousand were recognized, respectively.
  2. EQUITY
    a. Ordinary shares

December 31

2019

2018

Number of shares authorized

500,000,000

500,000,000

Shares authorized

$

5,000,000

$

5,000,000

Number of shares issued and fully paid

189,954,970

160,128,940

Shares issued

$

1,899,549

$

1,602,489

The issued ordinary shares with a par value of $10 entitle holders with the rights to vote and receive dividends.

On January 22, 2018, ASLAN Cayman received the official letter No. 1060049975 from the FSC of approval of the issuance of ordinary shares for the purpose of sponsoring the issuance of American Depository Receipts. On March 27, 2018, ASLAN Cayman filed the registration statement, form F-1, with the U.S. Securities and Exchange Commission (SEC) for the initial public offering in the United States of its American Depositary Shares (ADSs) representing shares of ordinary shares. The registration statement for listing its ADSs in the Nasdaq Global Market was declared effective by the SEC, and ASLAN Cayman held the initial public offering of its ADSs on May 4, 2018.

The actual units of ADSs for this offering were 6,000,000, and each ADS represents five of ASLAN Cayman's ordinary shares, which in total represents 30,000,000 ordinary shares. The offering price per ADS was $7.03, equivalent to a price per ordinary share of NT$41.72. The payment of this fundraising was fully collected as of May 8, 2018, and the record date for this capital increase was May 8, 2018.

On September 10, 2018, ASLAN Cayman's board of directors resolved to increase authorized shares to

66

$5,000,000 thousand. which were approved in the interim shareholders' meetings on October 30, 2018.

On November 7, 2018, the board of directors resolved to issue ordinary shares ranging from 15,000,000 to 40,000,000 shares for cash sponsoring the issuance of American Depository Receipts. On December 5, 2018, ASLAN Cayman received the approval letter No.1070344286 from the FSC for issuing ordinary shares for sponsoring the issuance of American Depository Receipts.

On November 5, 2019, ASLAN Cayman received the official letter No. 1080334435 from the FSC of approval of the issuance of ordinary shares for the purpose of sponsoring the issuance of American Depository Receipts. On November 8, 2019, the Company filed the registration statement, form F-3, with the U.S. Securities and Exchange Commission (SEC) for the follow on offering in the United States of its American Depositary Shares (ADS) representing shares of ordinary shares. The registration statement for listing its ADSs in the Nasdaq Global Market was declared effective by the SEC on November 8, 2019, and the Company held the initial public offering of its ADSs on December 3, 2019.

The actual units of ADSs for this offering were 5,893,206, and each ADS represents five of ASLAN Cayman's ordinary shares, which in total represents 29,466,030 ordinary shares. The offering price per ADS was $2.5, equivalent to a price per ordinary share of NT$15.24. The payment of this fundraising was fully collected as of December 6, 2019, and the record date for this capital increase was December 6, 2019.

b. Capital surplus

December 31

2019

2018

Arising from issuance of new share capital

$

3,384,852

$

3,273,317

Arising from employee share options

195,140

196,392

Changes in percentage of ownership interests in subsidiary

42,114

-

Equity component of long-term debt (Note 14)

1,375

-

$

3,623,481

$

3,469,709

  1. Retained earnings and dividends policy
    Under ASLAN Cayman's Articles of Incorporation, ASLAN Cayman may declare dividends by ordinary resolution of ASLAN Cayman's board of directors, but no dividends shall exceed the amount recommended by the directors of ASLAN Cayman.
    ASLAN Cayman may set aside out of the funds legally available for distribution, for equalizing dividends or for any other purpose to which those funds may be properly applied, either employed in the business of ASLAN Cayman or invested in such investments as the directors of ASLAN Cayman may from time to time think fit. The accumulated deficits for 2018 and 2017 which were approved in the shareholders' meetings on June 20,
    2019 and June 15, 2018, respectively, were as follows:

For the Year Ended December 31

2018

2017

Accumulated deficits at the beginning of the year

$ (2,774,134)

$ (1,565,714)

Net loss for the year

(1,270,959)

(1,208,420)

Accumulated deficits at the end of the year

$ (4,045,093)

$ (2,774,134)

The accumulated deficits for 2019 which had been proposed by ASLAN Cayman's board of directors on March 18, 2020 were as follows:

67

For the Year

Ended

December 31,

2019

Accumulated deficits at the beginning of the year

$ (4,045,093)

Net loss for the year

(1,450,515)

Accumulated deficits at the end of the year

$ (5,495,608)

The accumulated deficits for 2019 are subject to the resolution of the shareholders' meeting to be held on June 29, 2020.

  1. Others equity items
    1. Exchange differences on translating the financial statements of foreign operations:

For the Years Ended

December 31

2019

2018

Balance at January 1

$

(91,267)

$

(134,201)

Exchange differences on translation to the presentation

currency

15,302

42,934

Balance at December 31

$

(75,965)

$

(91,267)

2) Unrealized loss on financial assets at fair value through other comprehensive income:

For the Years Ended

December 31

2019

2018

Balance at January 1

$

-

$

-

Unrealized loss

Equity instruments

(1,699)

-

Balance at December 31

$

(1,699)

$

-

68

e. Non-controlling interests

For the Year Ended December 31

2019

2018

Balance at January 1

$

-

$

-

Share in profit for the year

(1,529)

-

Other comprehensive loss during the year

Exchange differences on translating the financial statements of

foreign entities

(681)

-

Proceeds from non-controlling interest

76,496

-

Adjustments relating to changes in capital surplus of associates

accounted for using the equity method

(42,114)

-

Balance at December 31

$

32,172

$

-

17. LICENSE AGREEMENTS Array Biopharma

On January 3, 2018, the Company entered into a new license agreement with Array pursuant to which the Company obtained an exclusive, worldwide license to develop, manufacture and commercialize Array's pan-HER inhibitor, ARRY-543 (which the Company refers to as ASLAN001 or varlitinib) varlitinib for all human and animal therapeutic, diagnostic and prophylactic uses. This new license agreement replaces and supersedes the previous collaboration and license agreement with Array dated July 12, 2011.

Under the new license agreement, the Company agreed to use commercially reasonable efforts to obtain approval by the U.S. FDA or the applicable health regulatory authority and commercialize varlitinib.

In consideration of the rights granted under the agreement, the Company made an initial upfront payment to Array of US$12,000 thousand in January 2018 and an additional payment US$11,000 thousand in June 2018, respectively, that were capitalized as a separately acquired intangible asset. In addition, the Company will be required to pay up to US$30,000 thousand if certain development milestones are achieved, US$20,000 thousand if certain regulatory milestones are achieved, and up to US$55,000 thousand if certain commercial milestones are achieved. The Company is also required to pay Array tiered royalties in the low tens on net sales of varlitinib. The royalty obligations will continue on a country-by-country basis through the later of the expiration of the last valid patent claim for varlitinib or ten years after the first commercial sale of varlitinib in a given country. As of December 31, 2019, the Company did not accrue for the above contingent payments since the milestones are not achieved.

If the Company undergoes a change in control during a defined period following execution of the new license agreement, Array will also be entitled to receive a low to mid single-digit percentage of the proceeds resulting from the change in control. Unless earlier terminated, the agreement will continue on a country-by-country basis until the expiration of the respective royalty obligations in such country. Upon such expiration in such country, Array will grant to the Company a perpetual, royalty-free,non-terminable,non-revocable,non-exclusive license to exploit certain know-how in connection with the development, manufacturing and/or commercialization of varlitinib for all human and animal therapeutic, diagnostic and prophylactic uses in such country. Either party may terminate the agreement (i) in the event of the other party's material breach of the agreement that remains uncured for a specified period of time or (ii) the insolvency of the other party. In addition, if there is a change in control, the Company may also terminate the agreement without cause at any time upon 180 days advance notice to Array.

69

Bristol-Myers Squibb

The Company entered into a license agreement with Bristol-Myers Squibb in 2011, and the Company received exclusive rights to develop and commercialize BMS-777607 (which the Company refers to as ASLAN002) in China, Australia, Korea, Taiwan and other selected Asian countries, without upfront payments. Bristol-Myers Squibb retains the exclusive rights in the rest of the world. Under the license agreement, the Company would fund and develop ASLAN002 through proof of concept under a development plan that would initially target gastric cancer and lung cancer.

After the Company completed the phase 1 clinical trial, Bristol-Myers Squibb licensed the exclusive rights from the Company to further the development and commercialization of ASLAN002 worldwide. Under the terms of the license agreement, the Company has received an upfront payment of $323,044 thousand (US$10,000 thousand) in 2016. The Company is eligible to receive additional payments upon Bristol-Myers Squibb's achievement of development and regulatory milestones in the future. Furthermore, the Company is eligible to receive royalty payments on future worldwide sales generated by Bristol-Myers Squibb. Bristol-Myers Squibb also purchased the related research materials, supplies, research documentation and clinical trial results that are used for further developing ASLAN002 from the Company in the amount of $41,803 thousand (US$1,294 thousand) which was delivered in 2016. As Bristol-Myers Squibb assumes the responsibility for all development and commercialization activities and expenses, and the Company currently has no further obligations under the license agreement. Accordingly, the Company recognized the upfront payment from out-licensing and other payment from the sale of research materials, supplies, research documentation and clinical trial results, totaling $11,294,034, in revenue for the year ended December 31, 2016.

Almirall

In 2012, the Company originally entered into a global licensing agreement with Almirall to develop DHODH inhibitor, LAS186323, which the Company refers to as ASLAN003, for rheumatoid arthritis (excluding any topical formulation), without upfront payments. Under the license agreement, the Company agreed to fund and develop ASLAN003 to the end of Phase 2 through a development program conducted in the Asia-Pacific region.

The original license agreement was replaced by a new agreement, executed in December 2015 and amended in March 2018, granting an exclusive, worldwide license to develop, manufacture and commercialize ASLAN003 products for all human diseases with primary focus on oncology diseases, excluding topically-administered products embodying the compound for keratinocyte hyperproliferative disorders, and the non-melanoma skin cancers basal cell carcinoma, squamous cell carcinomas and Gorlin Syndrome. Under the license agreement, Almirall is eligible to receive milestone payments and royalties based on the sales generated by the Company and/or sublicensees. The related cost of revenue in the amount of $2,532 thousand (US$82 thousand) payable to Almirall was recognized as operating costs accordingly.

CSL

The Company entered into a global license agreement with CSL Limited ("CSL"), in May 2014, to develop the anti-IL13 receptor monoclonal antibody, CSL334 (which the Company refers to as ASLAN004) and antigen binding fragments thereof, for the treatment, diagnosis or prevention of diseases or conditions in humans, without upfront payments. This license agreement was amended in May 31, 2019, pursuant to which the Company obtained an exclusive, worldwide license to certain intellectual property owned or licensed by CSL, including patents and know-how, to develop, manufacture for clinical trials and commercialize ASLAN004 for the treatment, diagnosis or prevention of diseases or conditions in humans. The Company's development under such agreement is currently focused on the treatment of respiratory and inflammatory conditions, and in particular, atopic dermatitis.

Under the amended agreement, the Company is generally obligated to use diligent efforts to develop ASLAN004 products in accordance with the development plan, to obtain marketing approvals for ASLAN004 products worldwide and to commercialize ASLAN004 products, either by itself or through sublicensees.

In consideration of the rights granted to the Company under the amended agreement, the Company will make a first payment of US$30,000 thousand to CSL upon commencement of a Phase 3 clinical trial of ASLAN004. The Company will also be required to pay up to an aggregate of US$95,000 thousand to CSL if certain regulatory milestones are achieved, up to an aggregate of US$655,000 thousand if certain sales milestones are achieved and tiered royalties on net sales of ASLAN004 products ranging between a mid-single digit percentage and 10%.

70

Hyundai Pharm Co., Ltd.

In October 2015, the Company entered into a license agreement with Hyundai Pharm Co., Ltd. ("Hyundai"). Under the terms of the license agreement, the Company granted Hyundai options to acquire the rights to use its intellectual property to develop and commercialize varlitinib for the treatment of cholangiocarcinoma (i.e., CCA) in South Korea, and the Company has received an option payment of $8,076 thousand (US$250 thousand) from Hyundai in 2016. The Company was eligible for additional regulatory and commercial milestones payments as well as royalties on product sales.

In February 2019, the Company made a payment of $10,006 thousand (US$325 thousand) to Hyundai in order to buy back the rights to commercialize varlitinib in CCA and recorded as operating costs.

Exploit Technologies Pte Ltd. ("ETPL")/P53 Laboratory

The Company entered into a licensing agreement with ETPL, in August 2016, to license Intellectual Property (IP) arising from a research collaboration with ETPL's P53 Laboratory. The IP focuses on generation of novel immuno- oncology antibodies targeting recepteur d'origine nantais ("RON") and such antibodies are referred to by the Company collectively as ASLAN005. The license fee of $2,177 thousand (SG$100 thousand) was capitalized as a separately acquired intangible asset. Under the license agreement, the Company has the exclusive rights to develop and commercialize ASLAN005 worldwide. ETPL is eligible to receive up to an aggregate of $266,160 thousand (SG$12,000 thousand) in milestone payments if certain development and commercial milestones are achieved, as well as royalties calculated based on any sales generated by the Company.

In August 2016, the Company and ETPL's P53 Laboratory entered into a three-year research collaboration agreement. Under the terms of the agreement, the Company will be responsible for the design of innovative clinical development programs, in collaboration with P53 Laboratory, which will continue to be responsible for the preclinical development of the antibody assets.

The agreement reacting to the research collaboration with ETPL's P53 Laboratory was terminated with effect from 3rd September 2019, but this does not affect the above license. See Note 12.

Nanyang Technological University / DotBio Pte. Ltd

The Company entered into a licensing and research collaboration agreement with Nanyang Technological University (NTU) in October 2016, for the development of modybodies against three targets of the Company's choice. The agreement expired in April 2018, but the Company retained continuing rights: a half share ownership in the resulting IP, together with an exclusive option to obtain global rights to develop and commercialize the modybodies, with such option exercisable until October 2018. In July 2018, the technology for modybodies was separated from NTU and licensed to a new company, DotBio Pte. Ltd. In exchange for the Company's giving up its residual rights and options in respect to the technology, the Company received 599,445 shares of DotBio Pte. Ltd. equivalent to SG$255,000 (see Note 8), together with 599,445 units of warrant to subscribe for the same number of shares at a subscription price of $0.32 which was the same value per share as applied to other new investors in this round (see Note 7); in addition, the Company also retained a right of first refusal to take an exclusive license for any modybodies produced by DotBio Pte. Ltd. that are based on the work generated from the collaborative agreement between NTU and the Company. However, as the right of first refusal did not limit DotBio Pte. Ltd.'s ability to direct the use of the asset, or to obtain substantially all the remaining benefits from the asset, this would not prevent DotBio Pte. Ltd. from obtaining control of the asset. Accordingly, the Company recognized the non-cash gain arising from the derecognition and recorded it as other income of $5,641 thousand for the nine months ended September 30, 2018, because it was not a good or service that was an output of the Company's ordinary activities.

BioGenetics Co. Ltd.

In February 2019, the Company entered into a licensing agreement with BioGenetics Co. Ltd. ("BioGenetics") to grant exclusive rights to commercialize varlitinib in South Korea in exchange for an upfront payment of $61,573 thousand (US$2,000 thousand) and up to US$11,000 thousand in sales and development milestone payments. The Company is also eligible to receive tiered double digit royalties on net sales up to the mid-twenties. The Company granted the license that has been transferred to BioGenetics, and BioGenetics is able to use and benefit from the license. BioGenetics is also responsible for obtaining initial and all subsequent regulatory approvals of varlitinib

71

in South Korea. Since the Company has no other performance obligation in addition to the license, the Company recognized the upfront payment as revenue in February 2019.

In March 2019, the Company entered into another licensing agreement with BioGenetics to grant exclusive rights to commercialize ASLAN003 in South Korea in exchange for an upfront payment of $30,786 thousand (US$1,000 thousand) and up to US$8,000 thousand in sales and development milestone payments. The Company is also eligible to receive tiered double digit royalties on net sales from the high-teens to the mid-twenties range. The Company granted the license that has been transferred to BioGenetics, and BioGenetics is able to use and benefit from the license. BioGenetics is also responsible for obtaining initial and all subsequent regulatory approvals of ASLAN003 in South Korea. Since the Company has no other performance obligation in addition to the license, the Company recognized the upfront payment as revenue in March 2019. Under the in-license agreement to develop ASLAN003 with Almirall, Almirall is eligible to receive a payment of 10% (ten per cent) of the proceeds from the out-licensing of ASLAN003. The related cost of revenue in the amount of $2,532 thousand (US$82 thousand) payable to Almirall was recognized as operating costs accordingly.

18. LOSS BEFORE INCOME TAX

a. Other operating income and expenses

For the Year Ended December 31

2019

2018

Impairment loss recognized on intangible assets (Note 12)

$(711,763)

$

-

b. Other gains and losses

For the Year Ended December 31

2019

2018

Net foreign exchange (losses) gains

$ (4,178)

$

2,889

Loss on disposal of property, plant and equipment

(2,288)

-

Loss on lease modification

(1,990)

-

Net (gain) loss on fair value changes of financial assets at fair

value through profit or loss

(1,449)

1,808

Others

(207)

1,728

$ (10,112)

$

6,425

72

c.

Finance costs

For the Year Ended December 31

2019

2018

Interest on government loans

$

13,440

$

13,301

Other interest expenses

11,549

1,519

Interest on loans from shareholders

1,712

-

Interest on lease liabilities

1,112

-

$

27,813

$

14,820

d.

Depreciation and amortization

For the Year Ended December 31

2019

2018

Right-of-use assets

$

8,266

$

-

Property, plant and equipment

5,338

7,092

Computer software

134

192

$

13,738

$

7,284

All depreciation and amortization expenses were recognized as general and administrative expenses for the

years ended December 31, 2019 and 2018.

e.

Employee benefits expense

For the Year Ended December 31

2019

2018

Short-term benefits

$

173,613

$

241,085

Post-employment benefits (Note 15)

10,027

12,779

Share-based payments (Note 21)

Equity-settled

1,319

13,589

Cash-settled

39

25,268

Total employee benefits expense

$

184,998

$

292,721

An analysis of employee benefits expense by function

General and administrative expenses

$

129,891

$

189,639

Research and development expenses

55,107

103,082

$

184,998

$

292,721

  1. Employees' compensation and remuneration of directors
    Under ASLAN Cayman's Articles of Incorporation, the Company shall accrue employees' compensation and remuneration of directors at the rates of no less than 0.1% and no higher than 1%, respectively, of net profit before income tax, employees' compensation, and remuneration of directors.

The Company had accumulated deficits for the years ended December 31, 2019 and 2018; therefore, no compensation for employees and remuneration of directors was accrued.

73

Information on the employees' compensation and remuneration of directors and supervisors resolved by the Company's board of directors in 2019 and 2018is available at the Market Observation Post System website of the Taiwan Stock Exchange.

19. INCOME TAXES

Income Tax Recognized in Profit or Loss

For the Year Ended December 31

2019

2018

Current tax

In respect of the current period

$

14,274

$

-

Adjustments for prior periods

(1,688)

435

$

12,586

$

435

A reconciliation of accounting profit and income tax expense was as follows:

For the Year Ended December 31

2019

2018

Loss before income tax

$

(1,439,281)

$

(1,270,524)

Income tax benefit calculated at the statutory rate

$

(244,678)

$

(215,989)

Nondeductible expenses in determining taxable income

126,965

3,382

Tax credits for research and development expenditures

(76,326)

(69,663)

Unrecognized loss carryforward

184,471

279,044

Effect of different tax rates of group entities operating in other

jurisdictions

9,960

3,226

Withholding tax

13,882

-

Adjustments for prior years' tax

(1,688)

435

Income tax expense recognized in profit or loss

$

12,586

$

435

  1. Cayman Islands
    ASLAN Cayman is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gains. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
  2. Singapore
    ASLAN Pharmaceuticals Pte. Ltd. and Jaguahr Therapeutics Pte. Ltd., incorporated in Singapore, are subject to the statutory corporate income tax rate of 17%. In connection with the licensing agreements with BioGenetics in February and March 2019, the Company collected upfront payments totaled US$3,000 thousand from BioGenetics in total, which was subject to withholding taxes of 15% in compliance with local regulations in South Korea. The Company therefore recognized income tax expense at an amount of $13,963 thousand (US$ 450 thousand). Except for the above, ASLAN Pharmaceuticals Pte. Ltd. and Jaguahr Therapeutics Pte. Ltd. have no taxable income for the years ended December 31, 2019 and 2018, and therefore, no other provision for income tax is required.
  3. Taiwan

ASLAN Pharmaceuticals Taiwan Limited, incorporated in Taiwan.. The Income Tax Act in the ROC was

74

amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings will be reduced from 10% to 5%.

The income tax returns through 2017 have been assessed by the tax authorities.

  1. Australia
    ASLAN Pharmaceuticals Australia Pty Ltd., incorporated in Australia, is subject to the statutory corporate income tax rate of 30%. ASLAN Pharmaceuticals Australia Pty Ltd. has no taxable income for year ended December 31, 2019 and 2018, and therefore, no provision for income tax is required. A tax incentive was obtained from the Australian government on August 23, 2019 for $2,445 thousand (US$80 thousand) due to research and development activities carried out in Australia during the year 2018.
  2. Hong Kong
    ASLAN Pharmaceuticals Hong Kong Limited, incorporated in Hong Kong, is subject to the statutory corporate income tax of 16.5%. Under the Hong Kong tax law, ASLAN Pharmaceuticals Hong Kong Limited is exempted from income tax on its foreign derived income and there are no withholding taxes in Hong Kong on the remittance of dividends. ASLAN Pharmaceuticals Hong Kong Limited has no taxable income for the years ended December 31, 2019 and 2018, and therefore, no provision for income tax is required.
  3. China
    ASLAN Pharmaceuticals (Shanghai) Co. Ltd., incorporated in China, is subject to the statutory corporate income tax rate of 25%. ASLAN Pharmaceuticals (Shanghai) Co. Ltd. has no taxable income for the years ended December 31, 2019 and 2018, and therefore, no provision for income tax is required.
  4. United States of America
    ASLAN Pharmaceuticals (USA) Inc., incorporated in Delaware, USA in October 2018, is subject to the statutory federal income tax rate of 21% and state income tax rate of 8.7%. ASLAN Pharmaceuticals (USA) Inc. has no taxable income for the years ended December 31, 2019 and 2018, and therefore, no provision for income tax is required.

20. LOSS PER SHARE

Unit: NT$ Per Share

For the Year Ended December 31

2019

2018

Basic and diluted loss per share

$ (8.93)

$ (8.49)

The loss and weighted-average number of ordinary shares outstanding used in the computation of loss per share are as follows:

For the Year Ended December 31

2019

2018

Loss used in the computation of basic and diluted loss per share

$ ( 1,450,515)

$ (1,270,959)

Weighted average number of ordinary shares in the computation of

basic loss per share

162,392,602

149,739,242

75

If the outstanding employee share options issued by ASLAN Cayman are converted to ordinary shares, they are anti-dilutive and excluded from the computation of diluted earnings per share. Potential ordinary shares arising from the aforementioned anti-dilutive outstanding employee share options are 10,367,441 and 6,664,244 shares for the years end 2019 and 2018, respectively.

21. SHARE-BASED PAYMENT ARRANGEMENTS Employee Share Option Plan

Under the Company's Employee Share Option Plan, qualified employees of the company were granted 825,833 options in September 2017, 1,032,250 options in July 2016, 2,477,336 options in July 2015, 680,625 options in July 2014, 619,250 options in July 2013, 669,750 options in July 2012, 910,000 options in July 2011, and 661,000 options in July 2010. Each option entitles the holder to subscribe for one ordinary share of the Company. The options granted are valid for 10 years and exercisable at certain percentages once they have vested. No performance conditions were attached to the plan. The Company has no legal constructive obligation to repurchase or settle the options in cash.

The board of directors of the Company, as of July 26, 2016, resolved to double the number of shares underlying each outstanding award granted previously to reflect the subdivision ratio of the share split made in connection with the corporate restructuring of May 27, 2016. The exercise price for each award previously granted was correspondingly adjusted by a decrease of 50%. The modification did not cause any incremental adjustments to the fair value of the granted awards.

As of December 31, 2019, there are 13,841,879 ordinary shares issuable on the exercise of share options outstanding under the Company's equity incentive plans.

Information on employee share options granted in September 2017 is as follows:

For the Year Ended December 31

2019

2018

Weighted-

Weighted-

average

average

Number of

Exercise Price

Number of

Exercise Price

Options

(US$)

Options

(US$)

Balance at January 1

698,167

$ 1.28

755,833

$ 1.28

Options forfeited

(197,000)

1.28

(57,666)

1.28

Balance at December 31

501,167

1.28

698,167

1.28

Options exercisable, end of

period

501,167

1.28

-

-

Weighted-average fair value

of options granted (US$)

$

-

$

-

Information on employee share options granted in July 2016, 2015, 2014, 2013, 2012, 2011 and 2010 is as follows:

For the Year Ended December 31

2019

2018

Weighted-

Weighted-

average

average

Number of

Exercise Price

Number of

Exercise Price

Options

(US$)

Options

(US$)

Balance at January 1

6,822,523

$ 1.41

6,887,523

$ 1.41

Options forfeited

(32,167)

2.26

(5,000)

2.13

76

Options exercised

(120,000)

0.20

(60,000)

0.80

Balance at December 31

6,670,356

1.43

6,822,523

1.41

Options exercisable, end of

period

6,670,356

1.43

6,595,294

1.38

Weighted-average fair value

of options granted (US$)

$

-

$

-

Information on outstanding options as of December 31, 2019 is as follows:

September 2017

July 2016

July 2015

July 2014

July 2013

July 2012

July 2011

July 2010

Weighted-

Weighted-

Weighted-

Weighted-

Weighted-

Weighted-

Weighted-

Weighted-

Range of

average

Range of

average

average

Range of

average

average

Range of

average

average

average

Exercise

Remaining

Exercise

Remaining

Range of

Remaining

Exercise

Remaining

Range of

Remaining

Exercise

Remaining

Range of

Remaining

Range of

Remaining

Price

Contractual

Price

Contractual

Exercise

Contractual

Price

Contractual

Exercise

Contractual

Price

Contractual

Exercise

Contractual

Exercise

Contractual

(NT$)

Life (Years)

(US$)

Life (Years)

Price (US$)

Life (Years)

(US$)

Life (Years)

Price (US$)

Life (Years)

(US$)

Life (Years)

Price (US$)

Life (Years)

Price (US$)

Life (Years)

$38.50

7.7

$2.26

6.5

$1.36-$1.88

5.5

$1.36

4.5

$0.80-$1.36

3.5

$0.80

2.5

$0.20-$0.80

1.5

$0.20-$0.80

0.5

Options granted in September 2017 and July of 2016, 2015, 2014, 2013, 2012, 2011 and 2010 were priced using the binomial option pricing model, and the inputs to the model are as follows:

September 2017

July 2016

July 2015

July 2014

July 2013

July 2012

July 2011

July 2010

Grant-date share price

NT$38.50

US$2.26

US$1.88

US$1.36

US$1.36

US$1.25

US$0.80

US$0.80

Exercise price

NT$38.50

US$2.26

US$1.36-$1.88

US$1.36

US$0.80-$1.36

US$0.80

US$0.20-$0.80

US$0.20-$0.80

Expected volatility

38.33%

39.34%

36.37%

50.86%

50.58%

52.25%

54.26%-54.44%

59.16%

Expected life (in years)

10

10

10

10

10

10

10

10

Expected dividend yield

-

-

-

-

-

-

-

-

Risk-free interest rate

1.1027%

1.46%

2.43%

2.58%

2.5%

1.61%

2.96%-3.22%

2.954%

Expected volatility was based on the average annualized historical share price volatility of comparable companies before the grant date.

Compensation cost recognized were $1,319 thousand and $13,589 thousand for the years ended December 31, 2019 and 2018, respectively.

Long Term Incentive Plan

On July 26, 2019, July 30, 2018 and August 23, 2017, the Company's board of directors approved the 2019,2018 and 2017 Senior Management Team (SMT) Long Term Incentive Plans (the"2019 LTIP", "2018 LTIP" and "2017 LTIP", and collectively, the "LTIPs"), respectively, which outlines awards that may be granted to qualified employees of the Company. These plans are applicable to the SMT of the Company and are used for long-term retention of key management. The LTIPs are each valid for ten years, and grantees of the bonus entitlement units can exercise their rights once they have vested. The Company shall pay the intrinsic value of the units awarded to the employees at the date of exercise of their awards, if redeemed by an employee.

As of December 31, 2019, there are 491,020 bonus entitlement units which have been granted under the 2019 LTIP by the Company. For the 491,020 units under the 2019 LTIP, they will vest in thirds each year after the first, second, and third anniversary of the award. The value of the 2019 LTIP will be linked to the ADS price. All of the 2019 LTIP granted bonus entitlement units remained outstanding as of December 31, 2019.

The Company's 2019 LTIP is described as follows:

For the Year

Ended

December 31,

2019

Balance at January 1

-

Awards granted

491,020

77

Balance at December 31

491,020

Balance exercisable, end of period

-

As of December 31, 2019, there are 241,142 bonus entitlement units which have been granted under the 2018 LTIP by the Company. For the 241,142 units under the 2018 LTIP, they will vest in thirds each year after the first, second, and third anniversary of the award. The value of the 2018 LTIP will be linked to the ADS price.

The Company's 2018 LTIP is described as follows:

For the Year Ended December 31

2019

2018

Balance at January 1

241,142

-

Awards granted

-

241,142

Awards exercised

(73,053)

-

Balance at December 31

168,089

241,142

Balance exercisable, end of period

56,030

-

As of December 31, 2019, there are 1,566,000 bonus entitlement units which have been granted under the 2017 LTIP by the Company. For the 1,462,000 units under the 2017 LTIP which were granted in 2017, they will vest in thirds each year after the first, second, and third anniversary of the award, and for the 104,000 units under the 2017 LTIP which were granted in 2018, they will vest in halves each year after the second and third anniversary of the award.

The value of the 2017 LTIP, which was originally measured based on the quoted share price, will be changed retrospectively at a 5:1 conversion ratio of the Taiwan share price to the ADS price due to the modification of the 2017 LTIP approved by the Company's board of directors on July 30, 2018. As this shall be a modification of a cash-settled award that remains a cash-settled award after the modification, any increase or decrease in the value of the liability shall be recognized immediately in profit or loss.

The Company's 2017 LTIP is described as follows:

For the Year Ended December 31

2019

2018

Balance at January 1

1,479,334

1,462,000

Awards granted

-

104,000

Awards exercised

(319,333)

(86,666)

Balance at December 31

1,160,001

1,479,334

Balance exercisable, end of period

815,000

400,667

Each bonus entitlement unit grants the holders of the the LTIPs a conditional right to receive an amount of cash equal to the per-unit fair market value of the Company's ordinary shares and ADSs, respectively, on the settlement date. The LTIPs qualify as cash-settledshare-based payment transactions. The Company recognizes the liabilities in respect of its obligations under the LTIPs, which are measured based on the Company's quoted market price of its ADSs at the reporting date, and takes into account the extent to which the services have been rendered to date.

Regarding the Company's 2019, 2018 and 2017 LTIPs, the respective quoted fair value of the awards on the grant date was US$2.92, US$7.90 and NT$33.45 (or US$1.10), based on the closing price per ADS on July 30, 2019,

78

the closing price per ADS on July 30, 2018 and the Taiwan share price on August 23, 2017, respectively. The quoted fair value on the reporting date is based on the closing price per ADS of US$2.03 and US$3.60 as of December 31, 2019 and December 31, 2018, respectively.

The Company recognized total expenses of $39 thousand and $25,268 thousand in respect of the LTIP for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, the Company recognized compensation liabilities of $22,638 thousand and $20,449 thousand as current (classified as other payables), respectively, and $5,537 thousand and $8,852 thousand as non-current, respectively.

22. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS

On October 15, 2019, the Company subscribed to additional new shares in a subsidiary at a percentage different from its existing ownership percentage, reducing its continuing interest from 100% to 55%.

The above transactions were accounted for as equity transactions, since the Company did not cease to have control over these subsidiaries.

For the Year

Ended

December 31

2019

Cash consideration received (paid)

$

76,496

The proportionate share of the carrying amount of the net assets of

the subsidiary transferred to (from) non-controlling interests

(34,382)

Difference recognized from equity transaction

$

42,114

For the Year

Ended

December 31

2019

Line items adjusted for equity transactions

Capital surplus - changes in percentage of

ownership interests in subsidiary

$

42,114

23. CASH FLOW INFORMATION

Changes in liabilities arising from financing activities

For the year ended December 31, 2019

Non-cash Changes

New

Opening

Financing

finance

Other

Closing

Balance

Cash Flows

leases

changs

Balance

Lease liabilities (Note 3)

$ 9,898

($ 7,505)

$ 26,439

($ 6,438)

$ 22,394

79

  1. CAPITAL MANAGEMENT
    The Company manages its capital to ensure that entities in the Company will be able to safeguard cash as well as maintain financial liquidity and flexibility to support the development of its product candidates and programs as a going concern through the optimization of the debt and equity balance.
    The Company's financial strategy is designed to maintain a flexible capital structure consistent with the objectives stated above and to respond to business growth opportunities and changes in economic conditions. The capital structure of the Company mainly consists of borrowings and equity of the Company. Key management personnel of the Company review the capital structure periodically. In order to maintain or balance the overall capital structure, the Company may adjust the amounts of long-term borrowings, or the issuance of new shares capital or other equity instruments.
    As of December 31, 2019, there were no changes in the Company's capital management policy, and the Company is not subject to any externally imposed capital requirements.
  2. FINANCIAL INSTRUMENTS
    1. Fair value of financial instruments not measured at fair value
      The Company believes that the carrying amounts of financial assets and financial liabilities not measured at fair value approximate their fair values.
    2. Fair value of financial instruments measured at fair value on a recurring basis

1) Fair value hierarchy

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  1. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
  2. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
  1. Level 3 inputs are unobservable inputs for an asset or liability. December 31, 2019

Level 1

Level 2

Level 3

Total

Financial assets at fair value

through profit or loss

Derivative financial assets

$

-

$

-

$

2,045

$

2,045

Financial assets at fair value

through other comprehensive

income

Investments in equity

instruments at fair value

through other

comprehensive income

Unlisted shares

$

-

$

-

$

3,959

$

3,959

80

Financial liabilities at fair value

through profit or loss

Derivative financial liabilities

$

-

$

-

$

7,859

$

7,859

December 31, 2018

Level 1

Level 2

Level 3

Total

Financial assets at fair value

through profit or loss

Derivative financial assets

$

-

$

-

$

1,834

$

1,834

Financial assets at fair value

through other comprehensive

income

Investments in equity

instruments at fair value

through other

comprehensive income

Unlisted shares

$

-

$

5,723

$

-

$

5,723

There were no transfers between Levels 1 and 2 in the current and prior periods.

  1. Reconciliation of Level 3 fair value measurements of financial assets
    For financial assets measured at Level 3, there is no other reconciliation item for the year ended December 31 2019, except for the change in fair value that is recognized in the consolidated statements of comprehensive income and the transfers into Level 3 due to significant unobservable inputs applied for the financial assets at fair value through other comprehensive income.
  2. Valuation techniques and inputs applied for Level 2 fair value measurement
    The fair values of unlisted equity investments are measured on the basis of the prices of recent investment by third parties with the consideration of other factors that market participants would take into account.
  3. Valuation techniques and inputs applied for Level 3 fair value measurement
    1. The fair values of warrants are determined using option pricing models where the significant unobservable input is historical volatility. An increase in the historical volatility used in isolation would result in an increase in the fair value. As of December 31, 2019 and 2018, respectively, the historical volatility used were 41.87% and 42.33%.
    2. The fair values of non-listed domestic and foreign equity investments were Level 3 fair value assets, and determined using the market approach by reference the Price-to-Book ratios (P/B ratios) of peer companies that traded in active market or using assets approach. At December 31, 2019, the Company used significant unobservable inputs, including discount for lack of marketability of 10%, and discounts for lack of control of 10%. At December 31, 2019, assuming all other inputs remain equal, if discount for lack of marketability increases by 1%, the fair value would decrease by NT$51 thousand; if discount for lack of control increases by 1%, the fair value would decrease by NT$51 thousand.
    3. The fair value of derivative financial instrument with warrants and convertibility right are determined using binomial evaluation method with discount rate 13.19% to14.12% assessing by market bond yield curve and risk-free rate premium. As of December 31, 2019, the historical volatility used was 92.6% during the past 1 year.

81

c. Categories of financial instruments

December 31

20192018

Financial assets

Financial assets at fair value through profit or loss

Mandatorily classified as at fair value through profit or loss

$

2,045

$

1,834

Financial assets at amortized cost (1)

668,287

888,858

Financial assets at fair value through other comprehensive

income

Equity instruments

3,959

5,723

Financial liabilities

Financial liabilities at fair value through profit or loss

Designated as at fair value through profit or loss

7,859

-

Financial liabilities at amortized cost (2)

657,862

651,159

    1. The balances include financial assets at amortized cost, which comprise of cash and cash equivalents and refundable deposits.
    2. The balances include financial liabilities at amortized cost, which comprise of trade payables, partial other payables and long-term borrowings.
  1. Financial risk management objectives and policies
    The Company's financial risk management objective is to monitor and manage the financial risks relating to the operations of the Company. These risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. In order to minimize the effect of financial risks, the Company devoted time and resources to identify and evaluate the uncertainty of the market to mitigate risk exposures.
    1. Market risk
      The Company's activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).
      1. Foreign currency risk
        The Company had foreign currency transactions, which exposed the Company to foreign currency risk.
        The Company's significant financial assets and liabilities denominated in foreign currencies were as follows:

December 31, 2019

Foreign

Exchange

New Taiwan

Currencies

Rate

Dollar

Financial assets

Monetary items

SGD

$

2,537

22.27

$ 56,496

GBP

999

39.50

39,478

82

Financial liabilities

Monetary items

SGD

15,117

22.27

336,699

December 31, 2018

Foreign

Exchange

New Taiwan

Currencies

Rate

Dollar

Financial assets

Monetary items

SGD

$

2,298

22.41

$ 51,502

Financial liabilities

Monetary items

SGD

13,516

22.41

303,034

Sensitivity analysis

The Company is mainly exposed to the Singapore Dollar and Great British Pound.

The following table details the Company's sensitivity to a 5% increase and decrease in the New Taiwan dollar against the relevant foreign currency. The rate of 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items. A positive number below indicates a decrease in pre-tax loss where the New Taiwan dollar strengthens 5% against the relevant currency. For a 5% weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on pre-tax loss, and the balances below would be negative.

For the Year Ended December 31

2019

2018

Profit or loss*

SGD

$ (14,010)

$ (12,577)

GBP

1,974

-

    • This is mainly attributable to the exposure to outstanding deposits in banks and loans in foreign currency at the end of the reporting period.
  1. Interest rate risk
    The Company is exposed to interest rate risk because entities in the Company borrowed funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix of fixed and floating rate borrowings.
    The sensitivity analysis below is determined based on the Company's exposure to interest rates for fixed rate borrowings at the end of the reporting period, and is prepared assuming that the amounts of liabilities outstanding at the end of the reporting period are outstanding for the whole year. A 100-basis point increase or decrease is used when reporting interest rate risk internally to key management

83

personnel and represents management's assessment of the reasonably possible change in interest rates.

If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Company's pre-tax loss for the years ended December 31, 2019 and 2018 would have decreased/increased by $4,550 thousand and $3,030 thousand, respectively.

  1. Credit risk
    Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. The Company adopted a policy of only dealing with creditworthy counterparties and financial institutions, where appropriate, as a means of mitigating the risk of financial loss from defaults.
  2. Liquidity risk
    The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents that are deemed adequate to finance the Company's operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of long-term borrowings and ensures compliance with repayment conditions.
    As the Company is in the research and development phase, the Company will be seeking future funding based on the requirements of its business operations. The Company is able to exercise discretion and flexibility to deploy its capital resources in the process of the research and development activities according to the schedule of fund raising. The Company intends to explore various means of fundraising to meet its funding requirements to carry out the business operations, such as the issuance of its ordinary shares sponsoring ADSs, domestic follow-on offering of ordinary shares offering, venture debt and shareholder loans. The Company may also use other means of financing such as out licensing to generate revenue and cash. Management believes that it currently has plans and opportunities in place which will allow to fund and meet its operating expenses and capital expenditure requirements and meet its obligations for at least the next twelve months from December 31, 2019. However, the future viability of the Company depends on its ability to raise additional capital to finance its operations.

26. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the company, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Company and other related parties are disclosed as follows.

a. Related party name and category

Related Party Name

Related Party Category

JANK Howden Pty Ltd

Related party in substance

Others

Key Management Personnel

b. Loans from related parties

December 31

Related Party Category/Name

2019

2018

Related party in substance / JANK Howden Pty Ltd

$

15,043

$

-

Key Management Personnel / Others

1,504

-

$

16,547

$

-

Interest Payable

84

For the Year Ended December 31

Related Party Category/Name

2019

2018

Related party in substance / JANK Howden Pty Ltd

$

374

$

-

Key Management Personnel / Others

37

-

$

411

$

-

Interest expense

For the Year Ended December 31

Related Party Category/Name

2019

2018

Related party in substance / JANK Howden Pty Ltd

$

381

$

-

Key Management Personnel / Others

38

-

$

419

$

-

The loans from the related parties are unsecured.

c. Compensation of Key Management Personnel

For the Year Ended December 31

2019

2018

Short-term employee benefits

$

90,019

$

85,368

Post-employment benefits

3,253

4,232

Share-based payments

900

23,840

$

94,172

$

113,440

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

26. SEPARATELY DISCLOSED ITEMS

a. Information about significant transactions and investees:

  1. Financing provided to others: Table 1
  2. Endorsements/guarantees provided: None
  3. Marketable securities held (excluding investment in subsidiaries, associates and joint ventures): Table 2
  4. Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid- in capital: Table 3
  5. Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None
  6. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None
  7. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-
    85

in capital: None

  1. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None
  2. Trading in derivative instruments: Note 7
  3. Intercompany relationships and significant intercompany transactions: Table 4
  4. Information on investees: Table 5

b. Information on investments in mainland China: Table 6

27. SEGMENT INFORMATION

The Company's chief operating decision maker, the chief executive officer, reviews the Company's consolidated results when making decisions about the allocation of resources and when assessing performance of the Company as a whole, and therefore, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The basis of information reported to the chief operating decision maker is the same as the Company's consolidated financial statements. As the Company's long- lived assets are substantially located in and derived from Asia, no geographical segments are presented.

The following is an analysis of the Company's revenue from its major products and services.

For the Year Ended December 31

2019

2018

Out-licensing

$ 92,359

$

-

For the year ended December 31, 2019, there was revenue generated from out-licensing of commercialization rights in South Korea to Biogenetics for varlitinib and ASLAN003 in the amount of US$3 million. See Note 17 for details.

86

87

88

89

90

91

92

ASLAN Pharmaceuticals Limited and Subsidiaries

Consolidated Financial Statements for the

Six Months Ended June 30, 2020 and 2019 and Independent Auditors' Review Report

93

94

96

97

98

99

100

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Aslan Pharmaceuticals Ltd. published this content on 18 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 September 2020 18:24:03 UTC