Ascentage Pharma Group International 6-K, filed Apr 17, 2025
Ascentage Pharma Group International (AAPG)
About this 6-K
Ascentage Pharma Group International filed this 6-K on April 17, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of April 2025
Commission File Number: 001-42484
ASCENTAGE PHARMA GROUP INTERNATIONAL
(Translation of Registrant’s name into English)
68 Xinqing Road
Suzhou Industrial Park
Suzhou, Jiangsu
China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Filing of Annual Reports
Ascentage Pharma Group International (the “Company”) filed its annual report on Form 20-F for the fiscal year ended December 31, 2024 with the United States Securities and Exchange Commission on April 16, 2025, U.S. Eastern Time.
On April 16, 2025, Hong Kong Time, the Company published the following documents:
| 1. | its Annual Report for the fiscal year ended December 31, 2024 (the “HK Annual Report”) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HKEX Listing Rules”); and |
| 2. | its Environmental, Social and Governance Report 2024 pursuant to the HKEX Listing Rules. |
Annual General Meeting of the Shareholders
In connection with the Annual General Meeting of the shareholders of the Company to be held on May 19, 2025, the Company has furnished shareholders with the following documents:
| 1. | its Notice of Annual General Meeting pursuant to the HKEX Listing Rules; |
| 2. | its Proposed Re-Election of Retiring Directors, Proposed Granting of General Mandates to Issue Shares and Repurchase Shares, and Notice of Annual General Meeting pursuant to the HKEX Listing Rules; and |
| 3. | its Form of Proxy for the Annual General Meeting. |
A copy of the Hong Kong Stock Exchange announcements are attached as Exhibits 99.1 to 99.5 to this Form 6-K and is incorporated by reference herein.
1
INDEX TO EXHIBITS
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ASCENTAGE PHARMA GROUP INTERNATIONAL | |
| Date: April 16, 2025 | /s/ Dajun Yang |
| Name: Dajun Yang | |
| Title: Chief Executive Officer |
3
Exhibit 99.1
Pelcitoclax ( APG - 1252 ) APG - 2449 APG - 5918 Lisaftoclax ( APG - 2575 ) Alrizomadlin ( APG - 115 ) (Incorporated in the Cayman Islands with limited liability) Stock Code: HKEX: 6855 NASDAQ: AAPG Ascentage Pharma Group International Olverembatinib ( HQP1351 ) 2024 ANNUAL REPORT
CONTENTS Definitions Corporate Information Financial Highlights Chairman ’ s Statement Management Discussion and Analysis Directors and Senior Management Report of the Directors Corporate Governance Report Independent Auditor ’ s Report Consolidated Statement of Profit or Loss Consolidated Statement of Comprehensive Loss Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements 2 11 13 14 15 41 49 80 95 99 100 101 103 105 107
Ascentage Pharma Group International 2 Definitions In this annual report, unless the context otherwise requires, the following terms have the following meanings . These terms and their definitions may not correspond to any industry standard definitions, and may not be directly comparable to similarly titled terms adopted by other companies operating in the same industries as our Company . “ 2018 RSU Scheme ” the restricted share unit scheme approved by the board of directors of the Company on July 6, 2018 as amended from time to time “ 2020 Placing ” the placing of 15,000,000 Shares at a price of HK$46.80 each pursuant to the terms and conditions of the 2020 Placing Agreement “ 2020 Placing Agreement ” the placing agreement entered into among the Company, Citigroup Global Markets Limited and J . P . Morgan Securities (Asia Pacific) Limited dated July 8 , 2020 in relation to the 2020 Placing “ 2021 Placing ” the placing and subscription of 26,500,000 Shares at a price of HK$44.20 each pursuant to the terms and conditions of the 2021 Placing Agreement “ 2021 Placing Agreement ” the placing and subscription agreement entered into among the Company, the Founders SPV, J . P . Morgan Securities (Asia Pacific) Limited and China International Capital Corporation Hong Kong Securities Limited dated February 3 , 2021 in relation to the 2021 Placing “ 2021 RSU Scheme ” the restricted share unit scheme of the Company approved by the Board on February 2 , 2021 for adoption, in its present form or as amended from time to time “ 2021 Warrants ” the unlisted warrants issued by the Company to Innovent pursuant to the Warrant Subscription Deed “ 2022 RSU Scheme ” the restricted share unit scheme approved by the Board on June 23, 2022 (as amended from time to time) “ 2023 Placing ” the placing and subscription of 22,500,000 Shares at a price of HK$24.45 each pursuant to the terms and conditions of the 2023 Placing Agreement “ 2023 Placing Agreement ” the placing and subscription agreement entered into among the Company, the Founders SPV, J . P . Morgan Securities (Asia Pacific) Limited, China International Capital Corporation Hong Kong Securities Limited and Citigroup Global Markets Limited dated January 18 , 2023 in relation to the 2023 Placing “ 2024 Share Subscription ” the purchase of the 24,307,322 new Shares issued by the Company under the general mandate by Takeda pursuant to the Securities Purchase Agreement “ AACR ” American Association for Cancer Research “ ADS(s) ” American depositary share(s), each ADS represents 4 Ordinary Shares “ AGM ” annual general meeting of the Company “ ALK ” anaplastic lymphoma kinase
ANNUAL REPORT 2024 3 Definitions “ ALL ” acute lymphoblastic leukemia “ AML ” acute myelogenous leukemia “ APG - 115 ” our novel, orally active small molecule MDM2 - p53 inhibitor “ APG - 1252 ” our novel, highly potent, small molecule drug designed to restore apoptosis, or programmed cell death, through selective inhibition of the Bcl - 2/Bcl - xL proteins “ APG - 1387 ” our novel, small molecule inhibitor of the IAP “ APG - 2449 ” our third - generation inhibitor of the FAK, ROS1 and ALK kinases “ APG - 2575 ” our novel, orally administered Bcl - 2 inhibitor “ APG - 5918 ” our potent, orally available, and selective EED inhibitor “ Articles ” or “ Articles of Association ” the articles of association of the Company as amended from time to time “ Ascentage Australia ” Ascentage Pharma Pty . Ltd . , a company incorporated in New South Wales, Australia with limited liability on March 24 , 2016 , our indirectly wholly - owned subsidiary “ Ascentage GZ ” or “ Healthquest Pharma ” Guangzhou Healthquest Pharma Co . Ltd . * ( ᔓᐎ丶ڕ⭏⢙䟛㰕、ᢰᴹ䲀ޜਨ ), a company established under the laws of the PRC with limited liability and an indirect wholly - owned subsidiary of the Company “ Ascentage International ” Ascentage International Limited ( ӎⴋ഻䳋ᴹ䲀ޜਨ ), a limited liability company incorporated in Hong Kong on October 28 , 2015 , our wholly - owned subsidiary “ Ascentage Jiangsu ” Jiangsu Ascentage Pharma Co . , Ltd* ( ⊏㰷ӎⴋ䟛㰕䮻Ⲭᴹ䲀ޜਨ ), a limited liability company incorporated in the PRC on June 1 , 2010 , our indirectly wholly - owned subsidiary “ Ascentage Pharma HK ” Ascentage Pharma Group Corp Limited ( ӎⴋ䟛㰕䳶ൈ ( 俉 ) ᴹ䲀ޜਨ ), a company incorporated in Hong Kong with limited liability on May 22 , 2009 , our wholly - owned subsidiary “ Ascentage Shanghai ” Shanghai Yasheng Pharmaceutical Technology Co . , Ltd . ( к⎧ӎⴋ䟛㰕、ᢰᴹ䲀 ޜਨ ) (formerly known as к⎧ӎ䟛㰕、ᢰᴹ䲀ޜਨ ), a limited liability company incorporated in the PRC on December 10 , 2015 , our indirectly wholly - owned subsidiary “ Ascentage Suzhou ” Suzhou Ascentage Pharma Co. , Ltd . ( 㰷ᐎӎⴋ㰕ᾝᴹ䲀ޜਨ ), a limited liability company incorporated in the PRC , our indirectly wholly - owned subsidiary “ Ascentage US ” Ascentage Pharma Group Inc., a corporation incorporated in Delaware, United States on November 4, 2015, our indirectly wholly - owned subsidiary “ ASCO ” American Society of Clinical Oncology
Ascentage Pharma Group International 4 Definitions “ AstraZeneca ” AstraZeneca PLC, a UK - Swedish multinational pharmaceutical and biopharmaceutical company headquartered in the United Kingdom, an Independent Third Party “ Audit Committee ” the audit committee of the Board “ Bcl - 2 ” B - cell lymphoma 2 “ Bcl - 2/Bcl - xL ” B - cell lymphoma 2 /B - cell lymphoma extra - large ; a member of the Bcl - 2 family proteins, and acts as an anti - apoptotic protein by preventing the release of mitochondrial contents such as cytochrome c, which leads to caspase activation and ultimately, programmed cell death “ BCR - ABL ” a fusion gene formed by the ABL gene from chromosome 9 joining to the BCR gene on chromosome 22 , which is found in most patients with chronic myelogenous leukemia (CML), and in some patients with acute lymphoblastic leukemia (ALL) or acute myelogenous leukemia (AML) “ Board Committees ” the Audit Committee, the Remuneration Committee and the Nomination Committee “ Board of Directors ” or “ Board ” our board of Directors “ BTD ” breakthrough therapy designation “ BTK ” Bruton ’ s tyrosine kinase inhibitor “ BVI ” the British Virgin Islands “ CDE ” the center of drug evaluation of China “ CG Code ” the “ Corporate Governance Code ” as contained in Appendix C1 to the Listing Rules “ Chairman ” the chairman of the Board “ CHB ” chronic hepatitis B “ CLL ” chronic lymphocytic leukemia ; a slowly progressing, liquid form of tumor that causes an excess of white blood cells in the bone marrow, blood, liver, and spleen “ CML ” chronic myeloid/myelogenous leukemia; a type of cancer that affects the blood and bone marrow
ANNUAL REPORT 2024 5 Definitions “ Company ” , “ our Company ” , “ Ascentage Pharma ” Ascentage Pharma Group International ( ӎⴋ䟛㰕䳶ൈ ) (stock code : 6855 ), an exempted company incorporated in the Cayman Islands with limited liability on November 17 , 2017 “ Concert Party Confirmation Deed ” the concert party confirmation deed dated August 11 , 2018 executed by Dr . Yang, Dr . Wang, Dr . Guo, Dr . Zhai, the Founders SPV and the Dr . Zhai SPV, to confirm, agree and acknowledge, among other things, that they are parties acting in concert in relation to our Group since December 5 , 2016 and will continue to act in concert after the Listing “ Core Product ” has the meaning ascribed to it in Chapter 18A of the Listing Rules. For the purposes of this annual report, our Core Product is HQP1351 “ Deed of Non - Competition ” the deed of non - competition dated April 24 , 2019 entered into by our Substantial Shareholders, in favour of our Company (for itself and as trustee for each of our subsidiaries), particulars of which are set out in the paragraph headed “ Relationship with Controlling Shareholders – Non - competition undertakings ” in the Prospectus “ Director(s) ” the director(s) of the Company or any one of them “ DMPK ” Drug Metabolism and Pharmacokinetics “ Dr. Guo ” Dr. Guo Edward Ming, our Substantial Shareholder “ Dr. Sidransky ” Dr. David Sidransky, an independent non - executive Director “ Dr. Wang ” Dr. Wang Shaomeng, our non - executive director and Substantial Shareholder “ Dr. Yang ” Dr. Yang Dajun, our executive director, chairman, chief executive officer, Substantial Shareholder, and spouse of Dr. Zhai “ Dr. Yin ” Dr. Yin Zheng, an independent non - executive Director (resigned with effect from June 7, 2024) “ Dr. Zhai ” Dr. Zhai Yifan, our chief medical officer, Substantial Shareholder, and spouse of Dr. Yang “ Dr. Zhai SPV ” HealthQuest Pharma Limited, a company incorporated in BVI with limited liability and wholly owned by Dr . Zhai (for herself and as settlor of the Zhai Family Trust), our Substantial Shareholder “ EED ” Embryonic Ectoderm Development “ EGFR ” epidermal growth factor receptor “ ER+ ” estrogen receptor positive “ EU ” European Union
Ascentage Pharma Group International 6 Definitions “ FAK ” focal adhesion kinase ; an enzyme involved in cellular adhesion (how cells stick to each other and their surroundings) and spreading processes (how cells move around) “ FDA ” U.S. Food and Drug Administration “ Founders ” Dr. Yang, Dr. Wang and Dr. Guo “ Founders Family Trusts ” Yang Family Trust, Wang Family Trust and Guo Family Trust “ Founders SPV ” Ascentage Limited (now dissolved), a company incorporated in BVI with limited liability which was owned by Dr . Yang (for himself and as settlor of the Yang Family Trust) as to 45 . 53 % , Dr . Guo (for himself and as settlor of the Guo Family Trust) as to 27 . 69 % and Dr . Wang (for himself and as settlor of the Wang Family Trust) as to 26 . 78 % “ FVTPL ” fair value through profit or loss “ GC ” gastric cancer “ GIST ” gastrointestinal stromal tumor “ Global Offering ” the Hong Kong public offering and international offering as described in the Prospectus “ GMP ” good manufacturing practice “ Group ” , “ we ” , “ our ” or “ us ” the Company and its subsidiaries from time to time “ Guo Family Trust ” Ming Edward Guo Dynasty Trust, a discretionary family trust established by Dr . Guo as settlor for the benefits of Dr . Guo ’ s family members, of which South Dakota Trust is a trustee “ HBV ” hepatitis B virus “ Healthquest Pharma ” Guangzhou Healthquest Pharma Co . , Ltd . ( ᔓᐎ丶ڕ⭏⢙䟛㰕、ᢰᴹ䲀ޜਨ ), a limited liability company incorporated in the PRC on July 3 , 2012 , our indirectly wholly - owned subsidiary “ HK$ ” or “ Hong Kong dollars ” Hong Kong dollars and cents, both are the lawful currency of Hong Kong “ Hong Kong ” the Hong Kong Special Administrative Region of the PRC “ HQP1351 ” formerly known as D 824 , or GZD 824 ; our third - generation BCR - ABL inhibitor, which was designed to overcome drug resistance caused by BCR - ABL kinase mutants such as T 315 I mutants “ IAP ” inhibitors of apoptosis protein “ IFRS ” International Financial Reporting Standards
ANNUAL REPORT 2024 7 Definitions “ IND ” investigational new drug, an application and approval process required before drug candidates may commence clinical trials “ Independent Auditor ” Ernst & Young “ Innovent ” Innovent Biologics , Inc . ( ؑ䚄⭏⢙㼭㰕 ), an exempted company incorporated in the Cayman Islands with limited liability , the shares of which are listed on the Main Board of the Stock Exchange (stock code : 1801 ) “ Innovent Suzhou ” Innovent Biologics (Suzhou ) Co . , Ltd . ( ؑ䚄⭏⢙㼭㰕 ( 㰷ᐎ ) ᴹ䲀ޜਨ ), a company with limited liability established under the laws of the PRC and controlled by Innovent “ IP ” intellectual property “ lisaftoclax (APG - 2575) ” our novel, orally administered Bcl - 2 inhibitor “ Listing ” the listing of the Shares on the Main Board of the Stock Exchange “ Listing Date ” October 28, 2019, on which the Shares were listed and from which dealings therein were permitted to take place on the Stock Exchange “ Listing Rules ” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) “ Main Board ” the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with the Growth Enterprise Market of the Stock Exchange “ MDM2 ” Murine Double Minute 2 “ MDS ” myelodysplastic syndrome; group of cancers in which immature blood cells in the bone marrow do not mature and therefore do not become healthy blood cells “ MM ” multiple myeloma “ Model Code ” the “ Model Code for Securities Transactions by Directors of Listed Issuers ” set out in Appendix C3 to the Listing Rules “ MPNST ” malignant peripheral nerve sheath tumor “ Mr. Ren ” Mr. Ren Wei, an independent non - executive Director “ Mr. Ye ” Mr. Ye Changqing, an independent non - executive Director “ NASDAQ ” National Association of Securities Dealers Automated Quotations “ NCCN ” National Comprehensive Cancer Network
Ascentage Pharma Group International 8 Definitions “ NDA ” new drug application “ NHL ” non - Hodgkin ’ s lymphoma “ NMPA ” National Medical Products Administration of the PRC, formerly known as the China National Drug Administration, or CNDA, and the China Food and Drug Administration, or CFDA “ Nomination Committee ” the nomination committee of the Board “ NPC ” nasopharyngeal carcinoma “ NSCLC ” non - small cell lung cancer “ ODD ” Orphan Drug Designations “ PD - 1 ” programmed cell death protein 1, a cell surface receptor that belongs to the immunoglobulin superfamily and is expressed on T cells and pro - B cells “ Post - IPO Share Option Scheme ” the post - IPO share option scheme approved by the board of directors of the Company on September 28, 2019 as amended from time to time “ PRC ” or “ China ” the People ’ s Republic of China and for the purposes of this annual report only, except where the context requires otherwise, references to China or the PRC exclude Hong Kong, Macau and Taiwan “ Pre - IPO Share Option Scheme ” the pre - IPO share option scheme approved by the board of directors of the Company on July 13, 2018 as amended from time to time “ Prospectus ” the prospectus of the Company dated October 16, 2019 “ R&D ” research and development “ R/R ” or “ r/r ” disease or condition which become progressive after treatment (relapsed) or does not respond to the initial treatment (refractory) “ RECIST ” Response Evaluation Criteria in Solid Tumours “ Remuneration Committee ” the remuneration committee of the Board “ Reporting Period ” the one - year period from January 1, 2024 to December 31, 2024 “ RMB ” Renminbi, the lawful currency of the PRC “ ROS1 ” receptor tyrosine kinase with structural similarity to the ALK protein “ RSU(s) ” restricted share unit(s) “ SCLC ” small cell lung cancer
ANNUAL REPORT 2024 9 Definitions “ SDH - ” succinate dehydrogenase “ Selected Person(s) ” eligible person(s) selected by the Board to be granted RSUs under the 2018 and 2021 RSU Scheme at its discretion “ SFO ” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “ Share(s) ” ordinary shares in the capital of our Company with a nominal value of US$0.0001 each “ Shareholder(s) ” holder(s) of Shares “ South Dakota Trust ” South Dakota Trust Company LLC, the trustee of each of Founders Family Trusts and Zhai Family Trust “ Stock Exchange ” The Stock Exchange of Hong Kong Limited, a wholly - owned subsidiary of Hong Kong Exchanges and Clearing Limited “ Substantial Shareholder(s) ” has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires refers to the Founders, Dr. Zhai and the Dr. Zhai SPV “ T315I ” a type of mutation that sometimes results in the failure of tyrosine kinase inhibitor (TKI) treatment “ TKIs ” tyrosine kinase inhibitor; a type of pharmaceutical drug that inhibits tyrosine kinases “ TOX ” Toxicology “ Trustee ” the trustee(s) to be appointed by the Board to hold Shares for the purpose of the 2021 RSU Scheme and the 2022 RSU Scheme “ Unity ” Unity Biotechnology, Inc. “ U.S. ” or “ the United States ” the United States of America, its territories, its possession and all areas subject to its jurisdiction “ U.S. dollars ” or “ US$ ” United States dollars, the lawful currency of the United States “ Wang Family Trust ” Shaomeng Wang Dynasty Trust, a discretionary family trust established by Dr . Wang as settlor for the benefits of Dr . Wang ’ s family members, of which South Dakota Trust is a trustee “ Warrants ” the 6 , 787 , 587 unlisted warrants, each conferring to Innovent the right to subscribe for one ( 1 ) new Share at the Warrant Exercise Price during the period commencing on the date of issuance of the Warrants and ending on the date that is 24 months after the date of issuance of the Warrants, in accordance with the terms and conditions of the warrant subscription deed entered into between the Company and Innovent on July 14 , 2021
Ascentage Pharma Group International 10 Definitions “ Warrant Exercise Price ” the exercise price per Warrant (subject to adjustment) at which the holder of each Warrant may subscribe for a Warrant Share “ Warrant Share(s) ” up to initially 6,787,587 new Shares (subject to adjustment) to be allotted and issued upon exercise of the subscription rights attaching to the Warrants “ Warrant Subscription ” the subscription of the Warrants by Innovent pursuant to the Warrant Subscription Deed “ Warrant Subscription Deed ” the warrant subscription deed dated July 14, 2021 entered into between the Company and Innovent in relation to the Warrant Subscription “ WM ” waldenstrom macroglobulinemia “ Yang Family Trust ” Dajun Yang Dynasty Trust, a discretionary family trust established by Dr . Yang as settlor for the benefits of Dr . Yang ’ s family members, of which South Dakota Trust is a trustee “ Zhai Family Trust ” Yifan Zhai Dynasty Trust, a discretionary family trust established by Dr . Zhai as settlor for the benefits of Dr . Zhai ’ s family members, of which South Dakota Trust is a trustee “ % ” per cent . In this annual report, unless otherwise indicated, the terms “ associate ” , “ associated corporation ” , “ connected person ” , “ controlling shareholder ” , “ subsidiary ” and “ substantial shareholder ” shall have the meanings given to such terms in the Listing Rules .
ANNUAL REPORT 2024 11 Corporate Information BOARD OF DIRECTORS Executive Director Dr. Yang Dajun (Chairman and chief executive officer) Non - executive Directors Dr. Wang Shaomeng (Note) Dr. Lu Simon Dazhong (Note) Independent non - executive Directors Mr. Ye Changqing Dr. Yin Zheng (resigned with effect from June 7, 2024) Mr. Ren Wei Dr. David Sidransky Ms. Marina S. Bozilenko (appointed with effect from November 25, 2024) Dr. Debra Yu (appointed with effect from November 25, 2024) Marc E. Lippman, MD (appointed with effect from January 2, 2025) COMPANY SECRETARY Mr. Wong Cheung Ki Johnny, FCPA, FCG, HKFCG (resigned with effect from February 25, 2025) Ms. Chan Charmayne, ACG (CS, CGP), HKACG (CS, CGP) (appointed with effect from February 25, 2025) AUTHORISED REPRESENTATIVES Dr. Yang Dajun Mr. Wong Cheung Ki Johnny, FCPA, FCG, HKFCG (resigned with effect from February 25, 2025) Ms. Chan Charmayne, ACG (CS, CGP), HKACG (CS, CGP) (appointed with effect from February 25, 2025) AUDIT COMMITTEE Mr. Ye Changqing (Chairman) Dr. Lu Simon Dazhong Dr. Yin Zheng (resigned with effect from June 7, 2024) Mr. Ren Wei (appointed with effect from June 7, 2024 and resigned with effect from January 2, 2025) Ms. Marina S. Bozilenko (appointed with effect from January 2, 2025) REMUNERATION COMMITTEE Dr. Yin Zheng (Chairman) (resigned with effect from June 7, 2024) Mr. Ren Wei (Chairman) (appointed with effect from June 7, 2024) Dr. Yang Dajun (resigned with effect from January 2, 2025) Mr. Ye Changqing (appointed with effect from November 25, 2024) Dr. Debra Yu (appointed with effect from January 2, 2025) Note: Dr. Wang Shaomeng and Dr. Lu Simon Dazhong are independent directors under NASDAQ rules. NOMINATION COMMITTEE Dr. Yang Dajun (Chairman) (resigned with effect from January 2, 2025) Dr. David Sidransky (re - designated as Chairman with effect from January 2, 2025) (appointed with effect from June 7, 2024) Mr. Ye Changqing (resigned with effect from June 7, 2024) Mr. Ren Wei Marc E. Lippman, MD (appointed with effect from January 2, 2025) AUDITOR Ernst & Young Certified Public Accountants Registered Public Interest Entity Auditor 27/F, One Taikoo Place 979 King ’ s Road Quarry Bay, Hong Kong REGISTERED OFFICE Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman KY1 - 9008 Cayman Islands HEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS IN THE PRC 68 Xinqing Road Suzhou Industrial Park Suzhou, Jiangsu China PRINCIPAL PLACE OF BUSINESS IN HONG KONG Unit B, 17/F, United Centre 95 Queensway Admiralty Hong Kong PRINCIPAL BANKER Bank of China (Hong Kong) Limited 1 Garden Road Hong Kong
Ascentage Pharma Group International 12 Corporate Information HONG KONG LEGAL ADVISER Wilson Sonsini Goodrich & Rosati Suite 1509, 15/F, Jardine House 1 Connaught Place, Central Hong Kong PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman KY1 - 9008 Cayman Islands HONG KONG SHARE REGISTRAR Tricor Investor Services Limited 17/F, Far East Finance Centre 16 Harcourt Road Hong Kong STOCK CODE HKEX: 6855 NASDAQ: AAPG WEBSITE www.ascentagepharma.com
ANNUAL REPORT 2024 13 Financial Highlights A summary of the results and of the assets and liabilities of the Group for the last five financial years, as extracted from the audited financial information and financial statements is set out below: For the year ended December 31, 2024 RMB ’ 000 2023 RMB ’ 000 2022 RMB ’ 000 2021 RMB ’ 000 2020 RMB ’ 000 980,650 221,984 209,711 27,910 12,450 Revenue (947,245) (706,972) (743,104) (766,491) (564,571) Research and development expenses (187,125) (181,076) (170,595) (143,513) (128,970) Administrative expenses (405,680) (925,712) (882,924) (782,424) (677,606) Loss for the year (398,731) (899,453) (821,427) (813,702) (740,809) Total comprehensive loss for the year As at December 31, 2024 RMB ’ 000 2023 RMB ’ 000 2022 RMB ’ 000 2021 RMB ’ 000 2020 RMB ’ 000 1,474,162 1,344,178 1,636,488 1,885,280 1,079,044 Total current assets 1,143,648 1,156,215 1,193,773 1,054,780 651,995 Total non - current assets 1,166,611 934,173 881,152 361,109 276,148 Total current liabilities 1,177,037 1,495,588 1,540,451 1,344,214 608,270 Total non - current liabilities 274,162 70,632 408,658 1,234,737 846,621 Total equity/(deficit)
Ascentage Pharma Group International 14 Chairman ’ s Statement As we reflect on our achievements in 2024 , I am delighted to report that Ascentage Pharma has made remarkable strides in advancing our mission to deliver innovative therapies to patients worldwide . We entered into an Exclusive Option Agreement with Takeda Pharmaceuticals International AG (Takeda) for the exclusive license to develop and commercialize olverembatinib outside of China, Hong Kong, Macau, Taiwan and Russia . In addition, Takeda also made an investment of US $ 75 million (equivalent to approximately HK $ 585 . 77 million) in the Company . In China, the commercialization of olverembatinib has gained significant traction in 2024 and is poised for growth in 2025 as all approved indications of olverembatinib are now covered under China ’ s National Reimbursement Drug List (NRDL), markedly enhancing affordability and accessibility for patients across China . Our momentum continued with the advancement of lisaftoclax . In November 2024 , the NDA for lisaftoclax for the treatment of relapsed and/or refractory chronic lymphocytic leukemia (CLL) and small lymphocytic lymphoma (SLL) was accepted by the Center of Drug Evaluation (CDE) of China ’ s National Medical Products Administration (NMPA) with Priority Review designation . This acceptance marks a pivotal step toward bringing this novel therapy to patients in need . Our clinical development programs also achieved significant progress over the past year . In February 2024 , olverembatinib received clearance by the U . S . Food and Drug Administration (FDA ) to initiate a global registrational Phase III clinical trial (POLARIS - 2 ) , for patients with Chronic Myeloid Leukemia in Chronic Phase (CML - CP ) with or without T 315 I mutation who have previously failed tyrosine kinase inhibitor (TKI ) treatment . In 2024 , we also received clearance to commence two registrational Phase III clinical trials for APG - 2449 , a focal adhesion kinase (FAK) , third generation anaplastic lymphoma kinase (ALK ) and receptor tyrosine kinase C - ros oncogene 1 (ROS 1 ) inhibitor , for treatment of patients with non - small cell lung cancer (NSCLC) . At the moment , we are conducting ten registrational trials , including two that were cleared by the FDA , for our three late - stage products , olverembatinib , lisaftoclax and APG - 2449 . These milestones highlight our commitment to addressing unmet medical needs through rigorous clinical innovation DŽ We believe Ascentage Pharma is on a transformative path to becoming a global leader in oncology innovation . The commercialization of olverembatinib in China, the progress of lisaftoclax, the continued development of our other clinical - stage small molecule drug assets, our strategic agreement with Takeda and our listing on Nasdaq in the US reflect the strength of our pipeline and our ability to execute on our goals . In 2025 , we remain focused on accelerating the development and delivery of life - changing therapies, expanding our global footprint, and creating sustainable value for all stakeholders . Dr. Yang Dajun Chairman and Chief Executive Officer Suzhou, PRC and Rockville, US, April 16, 2025
ANNUAL REPORT 2024 15 Management Discussion and Analysis OVERVIEW We are a global, integrated biopharmaceutical company engaged in discovering, developing and commercializing therapies to address global unmet medical needs primarily in hematological malignancies . Our lead assets, olverembatinib and lisaftoclax, have global potential to address the major hematological malignancies, including chronic myeloid leukemia, or CML, acute myeloid leukemia, or AML, chronic lymphocytic leukemia, or CLL, acute lymphocytic leukemia, or ALL, myelodysplastic syndrome, or MDS, and multiple myeloma, or MM, which is expected to exceed US $ 166 billion in aggregate market size by 2035 , according to an industry report commissioned by us and independently prepared by Frost & Sullivan, or the F&S Report . Our first lead asset, olverembatinib, is a novel, next - generation TKI . Olverembatinib was the first BCR - ABL 1 TKI approved in China for treatment of patients with CML in chronic phase, or CML - CP, with T 315 I mutations, CML in accelerated phase, or CML - AP, with T 315 I mutations, and CML - CP that is resistant and/or intolerant to first and second - generation TKIs . We are currently commercializing olverembatinib in China . All commercialized indications of olverembatinib have been included in the NRDL, in China beginning January 2025 . In June 2024 , we entered into an Exclusive Option Agreement with Takeda, pursuant to which we granted Takeda an exclusive option to enter into an exclusive license agreement for olverembatinib . If exercised, the Option would allow Takeda to license global rights to develop and commercialize olverembatinib in all territories outside of the PRC, Hong Kong, Macau, Taiwan and Russia . Our second lead asset, lisaftoclax, is a novel Bcl - 2 inhibitor that we are developing for the treatment of various hematological malignancies . In November 2024 , our NDA for the treatment of r/r CLL/SLL was accepted with priority review designation by the CDE of China ’ s NMPA . According to the F&S Report, this NDA is the second NDA filed in the world for a Bcl - 2 inhibitor and the first in China for a Bcl - 2 inhibitor for the treatment of patients with CLL/SLL that are resistant or intolerant to Bruton ’ s tyrosine kinase, or BTK, inhibitors . If approved, we plan to launch in China in 2025 and pursue regulatory approvals in multiple countries . Backed by our strong scientific foundation, knowledge of small molecule discovery and capabilities to conduct clinical trials worldwide, we use state - of - the - art technologies to develop innovative therapeutic agents to treat cancers and address unmet medical needs within this patient population . Our initial focus has been to leverage our expertise in chemistry to synthesize inhibitors targeting proteins and pathways that drive the key hallmarks of cancer . Earlier in our pipeline, we are harnessing our understanding of protein degraders to develop therapies, such as proteolysis targeting chimera molecules, or PROTACs, that target traditionally undruggable proteins that are implicated in oncogenesis . We are empowered by our technical expertise in structure - based drug design and our innovative drug discovery engine, which allows us to address unmet medical needs by targeting key apoptotic pathways and validated tyrosine kinases . These core competencies have allowed us to develop small molecule and degrader therapies targeted at Bcl - 2 , Bcl - 2 /Bcl - xL, IAP and MDM 2 , in addition to building next - generation cell signaling inhibitors (i . e . , BCR - ABL 1 , ALK, FAK inhibitors) and epigenome - modifying agents (i . e . , EED inhibitor) . We are the only company in the world with active clinical programs targeting all three known classes of key apoptosis regulators, according to the F&S Report . Beyond our two lead assets, we have several other clinical - stage assets in U . S . or international clinical trials .
Ascentage Pharma Group International 16 Management Discussion and Analysis Olverembatinib (HQP1351) Lisaftoclax (APG - 2575) APG - 2449 Alrizomadlin (APG - 115) Pelcitoclax (APG - 1252) APG - 5918 BCR - ABL/KIT CML CML, Ph+ ALL, SDH - deficient GIST r/r CLL/SLL 1 Bcl - 2 Selective CLL/SLL, AML, MDS, MM 2 FAK/ALK/ROS1 NSCLC/Ovarian cancer 3 ACC, MPNST, AML/MDS, MDM2 - p53 pediatric solid tumor NSCLC, SCLC, neuroendocrine Bcl - 2/Bcl - xL tumors, NHL EED Selective Anemia, oncology Right Region 5 Compounds Target Indications Phase 1 Phase 2 Phase 3 Commercial Trial Region 4 Leveraging our robust internal research and development capabilities, we have built a portfolio of global intellectual property rights . We have also established collaborations and other relationships with leading biotechnology and pharmaceutical companies around the world, including a collaboration and license agreement with Innovent and clinical collaboration agreements with AstraZeneca, Merck & Co . , and Pfizer Inc . , and research and development relationships with leading research institutions, including but not limited to Dana - Farber Cancer Institute, Mayo Clinic, MD Anderson Cancer Center, National Cancer Institute and the University of Michigan . As of December 31 , 2024 , we had 541 issued patents globally, among which 379 issued patents were issued outside of China . BUSINESS REVIEW Product Pipeline We have a pipeline of six clinical - stage small - molecule drug candidates . The following table summarizes our pipeline and the development status of each candidate as of December 31 , 2024 : (1) Registrational Phase 2 trial completed, the NDA has been accepted with priority review designation by CDE of China ’ s NMPA. (2) Registrational trials for ongoing CLL/SLL, AML and MDS; Phase 2 trials ongoing for MM. (3) Two registrational trials ongoing for NSCLC; Phase 2 trials ongoing for ovarian cancer (4) The globe icon refers to trials that have received clearance, or for which we plan to obtain clearance, in two or more countries or regions . The U . S . flag refers to trials for which we have received clearance from the FDA to conduct trials in the United States . The China flag refers to trials for which we have conducted, currently conduct or plan to conduct only in China . (5) The globe icon indicates having global development and commercialization rights.
ANNUAL REPORT 2024 17 Management Discussion and Analysis Core Product Candidate Olverembatinib (HQP1351) Our first lead asset, olverembatinib, is a novel, next - generation TKI . Olverembatinib is the first third generation BCR - ABL 1 TKI approved in China for treatment of patients with CML - CP with T 315 I mutations, CML - AP with T 315 I mutations and CML - CP that is resistant and/or intolerant to first and second - generation TKIs . Olverembatinib received support from the National Major New Drug Discovery and Manufacturing Program . Since January 2025 , all approved indications of olverembatinib are covered by the China ’ s NRDL, which bolstered the affordability and accessibility of the drug in China . Olverembatinib was included as an Emerging Treatment Option in the 2024 National Comprehensive Cancer Network USA, or NCCN, guidelines for the management of CML and received recommendation from the Chinese Society of Clinical Oncology, or CSCO, guideline for the treatment of CML and Ph+ ALL . As of the date of this report, the FDA has granted four ODDs to olverembatinib, including for CML, ALL, AML and GIST, and Fast - Track Designation for treatment of CML in patients with certain genetic markers who have failed to respond to prior TKIs . Olverembatinib was also granted an Orphan Designation by the European Medicines Agency, or EMA, for the treatment of CML . The chart below summarizes the registrational trials completed or ongoing for olverembatinib : Note 1 : The globe icon as used in this table refers to trials that are currently taking place in at least 2 countries . The US flag refers to trials for which we have received clearance from the FDA to conduct trials in the United States . The China flag refers to trials for which we have conducted or currently conduct only in China . Approved in China FDA cleared first CDE cleared first Compounds Target Indications & Treatments Phase 1 Phase 2 Phase 3 Commercial Region¹ Monotherapy for TKI - resistant CML - CP with T315I mutation Monotherapy for TKI - resistant CML - AP with T315I mutation Monotherapy for CML - CP resistant and/or Intolerant to 1st and 2nd generation TKIs POLARIS - 2 : Monotherapy for CML POLARIS - 1 : Combo with chemo in newly diagnosed patients POLARIS - 3 : Monotherapy for SDH - deficient GIST CML Ph+ ALL GIST Olverembatinib (HQP1351) BCR - ABL/KIT
Ascentage Pharma Group International 18 Management Discussion and Analysis The recent progress of olverembatinib is as follows: Commercial progress • Revenue from sales of olverembatinib in China was RMB 241 . 0 million for the year ended December 31 , 2024 , compared to RMB 159 . 0 million for the year ended December 31 , 2023 , which represented an increase of RMB 82 . 0 million, or 52 % . As of December 31 , 2024 , the number of DTP pharmacies and hospitals where olverembatinib is on formulary reached 734 . In particular, the number of hospitals where olverembatinib is on formulary increased 86 % compared to December 31 , 2023 . • In November 2024 , a new indication – adult patients with CML - CP resistant and/or intolerant of first - and second - generation TKIs – for olverembatinib was included in China ’ s NRDL through the simplified contract renewal procedure . Concurrently, the contracts for indications of olverembatinib which has been included China ’ s NRDL since 2022 were renewed successfully . The current indications of olverembatinib eligible for reimbursement includes adult patients with CML - CP or CML - AP with T 315 I mutation, and adult patients with CML - CP that are resistant and/or intolerant of first - and second - generation TKIs . • In July 2024 , olverembatinib was approved by the Pharmaceutical Administration Bureau (ISAF) of the Macau Special Administrative Region of the PRC for the treatment of adult patients with TKI - resistant CML - CP or CML - AP harboring the T 315 I mutation and adult patients with CML - CP resistant to and/or intolerant of first – and second - generation TKIs . • In May 2024 , olverembatinib was included in 2024 “ CSCO guideline for Diagnosis and Treatment of Hematological Malignancies ” guideline for the treatment of CML and Ph+ ALL . Clinical progress • After receiving clearance from the CDE of China ’ s NMPA in May 2024 , we commenced enrollment in a registrational Phase III clinical trial of olverembatinib for the treatment of patients with SDH - deficient GIST who have failed prior systemic treatment (POLARIS - 3 ) . • After receiving clearance from the FDA in February 2024 , we commenced enrollment in a registrational Phase III clinical trial of olverembatinib for previously treated CML - CP patients, both with and without T 315 I mutation (POLARIS - 2 ) . • We continue enrollment in a registrational Phase III clinical trial of olverembatinib in combination with chemotherapy versus imatinib in combination with chemotherapy in patients with newly diagnosed Philadelphia chromosome - positive ALL (Ph+ ALL) (POLARIS - 1 ) . • We obtained Breakthrough Therapy Designation (BTD) for olverembatinib in March 2025 from the CDE of China ’ s NMPA for combination with low - intensity chemotherapy for the first - line treatment of newly - diagnosed patients with Ph+ ALL .
ANNUAL REPORT 2024 19 Management Discussion and Analysis Data publication • In December 2024 , multiple clinical data of olverembatinib were presented at the 66 th American Society of Hematology (ASH) Annual Meeting, including one oral presentation and seven poster presentations . The oral presentation showcased the latest clinical data of olverembatinib in the second - line treatment of patients with CML - CP, demonstrated that olverembatinib may be a safe and effective second - line therapy to patients with CML - CP, especially those who had failed on the second - generation TKIs as first - line treatment . This is the seventh consecutive year for studies of olverembatinib to be selected for oral presentation at the ASH Annual Meeting . • On November 21 , 2024 , the data of a phase Ib multicenter clinical trial (NCT 04260022 ) of olverembatinib was published in JAMA Oncology . The study aims to assess the pharmacokinetics, safety, efficacy, and recommended dose of olverembatinib in patients with CML or Ph+ALL resistant or intolerant to at least 2 TKIs . Among all evaluable patients with CML - CP, the complete cytogenetic response (CCyR) rate and the major molecular response (MMR) rate were approximately 61 % and 42 % , respectively . Cytogenetic and molecular responses were similar irrespective of the presence of the T 315 I mutation, which confers resistance against imatinib and all second - generation TKIs . In conclusion, olverembatinib had a favorable pharmacokinetic profile, was generally well tolerated, and showed strong antileukemic activity in patients with heavily pretreated chronic - phase CML with or without T 315 I variants, including prior ponatinib and/or asciminib failure . • In June 2024 , the updated results from three studies of olverembatinib in patients with CML and Ph+ ALL were presented as posters at the 2024 European Hematology Association Hybrid Congress (EHA 2024 ) . • In June 2024 , we presented updated clinical data of olverembatinib, in patients with TKI - resistant SDH - deficient GIST, in an oral report at the 60 th American Society of Clinical Oncology (ASCO) Annual Meeting . The oral report features the latest data that further validated the promising efficacy and manageable safety of olverembatinib in SDH - deficient GIST . This is the third consecutive year in which clinical data from this study of olverembatinib were selected for presentations at the ASCO Annual Meeting . • In April 2024 , we released updated clinical data of olverembatinib at the 2024 AACR annual meeting, demonstrating its superior antitumor activity in preclinical models of SDH - deficient neoplasms . The expected progress of olverembatinib is as follows: • We expect to continue to execute the registrational clinical trials, including POLARIS - 2 , POLARIS - 1 and POLARIS - 3 . • We plan to seek clearance from the FDA to initiate a registrational Phase III clinical trial in newly diagnosed Ph+ ALL patients .
Ascentage Pharma Group International 20 Management Discussion and Analysis Key Product Candidates Lisaftoclax (APG - 2575) Lisaftoclax is a novel, oral Bcl - 2 inhibitor developed to treat a variety of hematologic malignancies and solid tumors by selectively blocking Bcl - 2 to restore the normal apoptosis process in cancer cells . In November 2024 , the NDA for lisaftoclax for the treatment of r/r CLL/SLL has been accepted with priority review designation by the CDE of China ’ s NMPA . According to the F&S Report, this NDA is the second NDA filed in the world for a Bcl - 2 inhibitor and the first in China for a Bcl - 2 inhibitor for the treatment of patients with CLL/SLL that are resistant or intolerant to Bruton ’ s tyrosine kinase, or BTK, inhibitors . Currently, lisaftoclax has received clearances and approvals for clinical studies in China, the United States, Australia, and Europe, with indications including CLL/SLL, non - Hodgkin ’ s lymphoma (NHL), AML, MM, Waldenström ’ s macroglobulinemia (WM), and certain solid tumors . Furthermore, FDA has granted five ODDs to lisaftoclax for the treatment of patients with follicular lymphoma (FL), WM, CLL, MM, or AML . The chart below summarizes the registrational trials completed or ongoing for lisaftoclax : Notes: 1 . Registrational Phase 2 trial completed, with NDA submitted and accepted in 2024. 2 . The globe icon as used in this table refers to trials that are currently taking place in at least 2 countries . The U . S . flag refers to trials for which we have received clearance from the FDA to conduct trials in the United States . The China flag refers to trials for which we have conducted or currently conduct only in China . Compounds Target Indications & Treatments Phase 1 Phase 2 Phase 3 Commercial Region¹ Monotherapy for r/r CLL/SLL¹ CLL/ GLORA : Combo with BTKi SLL for BTKi treated CLL/SLL GLORA - 2 : Combo with acalabrutinib for newly diagnosed CLL/SLL Lisaftoclax Bcl - 2 (APG - 2575) Selective AML GLORA - 3 : Combo with AZA for newly diagnosed elderly or unfit AML GLORA - 4 : Combo with AZA for newly MDS diagnosed HR MDS Combo with pomalidomide & DXMS/ MM daratumumab, lenalidomide & DXMS for r/r MM FDA cleared first CDE cleared first
ANNUAL REPORT 2024 21 Management Discussion and Analysis The clinical development of lisaftoclax is as follows: Clinical progress • After lisaftoclax received initial clearance by the CDE of China ’ s NMPA in May 2024 , we commenced enrollment of patients in a global, multicenter, registrational Phase III clinical trial of lisaftoclax in combination with azacitidine for the treatment of patients who are newly diagnosed with higher risk MDS (GLORA - 4 ) . • We continue enrollment in a global registrational Phase III clinical trial of lisaftoclax for the treatment of newly diagnosed old or unfit patients with AML (GLORA - 3 ) . • We continue enrollment in a global registrational Phase III clinical trial to evaluate lisaftoclax in combination with the BTK inhibitor acalabrutinib, versus immunochemotherapy in treatment - naïve patients with CLL/SLL (GLORA - 2 ) to validate a fixed duration of combination regimen as a first - line treatment . • We continue enrollment in a global registrational Phase III clinical trial of lisaftoclax in combination with BTK inhibitors in patients with CLL/SLL previously treated with BTK inhibitors (GLORA) . • We continue Phase 1 b/ 2 clinical trials of lisaftoclax in combination therapies for the treatment of patients with MM in China and the United States . • Phase Ib/II studies of lisaftoclax as a single agent or in combinations for the treatment of patients with AML/MDS are ongoing in China . • Phase Ib/II studies of lisaftoclax in combinations for the treatment of patients with AML/MDS are also ongoing in the United States . • A global Phase Ib/II study of lisaftoclax, both as a single agent and in combinations with BTK inhibitor ibrutinib/ rituximab for the treatment of patients with WM, is ongoing in the United States, Australia, and China . Data publication • In December 2024 , we presented updated results from three clinical studies of lisaftoclax at the 66 th ASH Annual Meeting, including one oral report and four poster presentations . The oral report features the latest clinical data of lisaftoclax combined with novel therapeutic regimens in patients with relapsed or refractory multiple myeloma (r/r MM) or immunoglobulin light - chain (AL) amyloidosis, further demonstrated compelling clinical benefit and favorable safety profile of the combination regimen . According to the results, in the 36 evaluable patients who were heavily pretreated, the ORR was 63 . 9 % ; the very good partial response (VGPR) rate was 30 . 6 % ; and more importantly, the median progression - free survival (PFS) reached up to 9 . 7 months . In terms of safety, lisaftoclax, at doses ranged from 800 - 1200 mg, in combination with other therapeutic agents showed favorable tolerability and no drug - drug interactions (DDIs) . This is the third consecutive year in which clinical results on lisaftoclax have been selected by the ASH Annual Meeting . • In June 2024 , we presented updated results from a global, multi - center Phase Ib/II study of lisaftoclax alone or in combinations for the treatment of patients with WM, in a poster presentation at the 60 th ASCO Annual Meeting . This is the second consecutive year in which this study of lisaftoclax was selected for presentations at the ASCO Annual Meeting . We also released the latest results from a Phase Ib/II study of lisaftoclax in combination with azacitidine (AZA) in patients with treatment - naïve (TN) or r/r AML, in a poster presentation . Among the 39 elderly or unfit patients with newly diagnosed AML, ORR and the composite complete remission rate (CRc = CR + CRi) were 64 . 1 % and 51 . 3 % , respectively . 10 . 5 % of patients reported febrile neutropenia . No tumor lysis syndrome (TLS) was reported, and the 30 - / 60 - day mortality rates were 1 . 3 % and 3 . 9 % , respectively .
Ascentage Pharma Group International 22 Management Discussion and Analysis The expected progress of lisaftoclax (APG - 2575 ) is as follows : • If approved, we expect to launch lisaftoclax for the treatment of r/r CLL/SLL in China in 2025. • We expect to continue to execute the registrational clinical trials including GLORA, GLORA - 2 , GLORA - 3 and GLORA - 4 trials . • We plan to seek clearance from FDA to initiate registrational phase III clinical trial for the treatment of patients who are newly diagnosed with higher risk MDS . Cautionary Statement required by Rule 18 A . 08 ( 3 ) of the Listing Rules : WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET LISAFTOCLAX (APG - 2575 ) SUCCESSFULLY . Alrizomadlin (APG - 115 ) Alrizomadlin (APG - 115 ) is a novel, orally bioavailable, highly selective, small - molecule inhibitor of MDM 2 - p 53 protein - protein interactions (PPIs) . Alrizomadlin (APG - 115 ) was designed to restore activation of p 53 tumor suppressor activity by blocking the MDM 2 - p 53 interaction . It is undergoing multiple clinical studies in China, United States, and Australia as a single agent or in combination with immunotherapy or chemotherapy in treating solid tumors as well as hematologic malignancies . The FDA has granted six ODDs for alrizomadlin (APG - 115 ) for the treatment of soft - tissue sarcoma, gastric cancer (GC), AML, retinoblastoma, stage IIB - IV melanoma, and neuroblastoma . In addition, alrizomadlin (APG - 115 ) has been granted two Rare Pediatric Disease Designations (RPDD) designation by the FDA for the treatment of neuroblastoma and retinoblastoma . The recent progress of alrizomadlin (APG - 115 ) is as follows : Clinical progress We are currently enrolling patients in several clinical studies of alrizomadlin (APG - 115 ) in the United States and/or Australia : • A Phase 1 b/ 2 study of alrizomadlin (APG - 115 ) monotherapy or in combination with pembrolizumab in patients with unresectable or metastatic melanoma (in collaboration with Merck & Co . ) or other advanced solid tumors . • A phase 2 a study evaluating the pharmacokinetics, safety and efficacy of APG - 115 as a single agent or in combination with lisaftoclax in subjects with relapsed/refractory T - cell Prolymphocytic Leukemia (r/r T - PLL) or NHL . • An investigator - initiated trial (IIT) of alrizomadlin (APG - 115 ) monotherapy or in combination with chemotherapy in a Phase 2 study for the treatment of salivary gland cancer .
ANNUAL REPORT 2024 23 Management Discussion and Analysis In addition, CDE has granted approval for the following clinical trials of alrizomadlin (APG - 115) in China: • A Phase 1 b/ 2 clinical study of alrizomadlin (APG - 115 ) in combination with anti - PD - 1 antibody (JS 001 ) toripalimab, for the treatment of patients with advanced liposarcoma (LPS) or other advanced solid tumors . • A Phase 1 b study of alrizomadlin (APG - 115 ) single agent or in combination with azacitidine or cytarabine in patients with r/r AML and relapsed/progressed high - /very high - risk MDS . • A phase 1 clinical study of alrizomadlin (APG - 115 ) alone or in combination with lisaftoclax (APG - 2575 ) in children with recurrent or refractory neuroblastoma or other solid tumors . Data publication • In July 2024 , we published an article in Targeted Oncology ( 2024 ) on Malignant Peripheral Nerve Sheath Tumor (MPNST) . The article highlights that MPNSTs are rare, aggressive soft - tissue sarcomas with a tendency for local recurrence and metastasis and have the poorest prognoses among all sarcomas . Overall outcomes with surgical and other treatments are suboptimal, establishing an urgent unmet medical need . • In April 2024 , we released updated data of APG - 115 at 2024 AACR annual meeting, demonstrating that APG - 5918 and APG - 115 synergistically inhibit tumor growth in preclinical models of prostate cancer (PCa) . • In March 2024 , the clinical results of a phase 1 / 2 study of APG - 115 in progressive salivary gland cancer, including patients with adenoid cystic carcinoma (ACC), were presented during the 2024 Multidisciplinary Head and Neck Cancers Symposium . Cautionary Statement required by Rule 18A.08(3) of the Listing Rules: WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET ALRIZOMADLIN (APG - 115) SUCCESSFULLY. Pelcitoclax (APG - 1252) Pelcitoclax (APG - 1252 ) is a novel, highly potent, small - molecule drug designed to restore apoptosis through dual inhibition of the Bcl - 2 /Bcl - xL proteins for the treatment of small - cell lung cancer (SCLC), NSCLC, neuroendocrine tumor (NET), and NHL . It was granted an ODD by FDA for the treatment of SCLC . In various clinical trials conducted in the United States, Australia and China, patients have been treated with pelcitoclax (APG - 1252 ) as a monotherapy or in combination with other antitumor agents . Pelcitoclax (APG - 1252 ) was well tolerated with either weekly or biweekly intermittent dosing schedules . Preliminary anti - tumor activity was observed as a single agent in heavily pretreated patients . The recent progress of pelcitoclax (APG - 1252) is as follows: Clinical progress Pelcitoclax (APG - 1252) is currently under investigation in a variety of combination trials, including: • A Phase 1 b study of pelcitoclax (APG - 1252 ) plus osimertinib in patients with epidermal growth factor receptor (EGFR) mutant NSCLC in China ; • A Phase 1 b/ 2 study of pelcitoclax (APG - 1252 ) as a single agent or in combination with other therapeutic agents in patients with r/r NHL in China .
Ascentage Pharma Group International 24 Management Discussion and Analysis Data publication • In February 2024 , we published results of the first - in - human study with preclinical data of pelcitoclax (APG - 1252 ) in locally advanced or metastatic solid tumors . Cautionary Statement required by Rule 18 A . 08 ( 3 ) of the Listing Rules : WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET PELCITOCLAX (APG - 1252 ) SUCCESSFULLY . APG - 5918 APG - 5918 is a potent, orally bioavailable, and highly selective embryonic ectoderm development (EED) inhibitor . EED is a core subunit of the Polycomb Repressive Complex 2 (PRC 2 ) . Preliminary study results from our preclinical models of anemia demonstrated that APG - 5918 has the potential to improve hemoglobin (Hb) insufficiency induced by chronic kidney disease (CKD) . We have initiated an FDA - regulated, multi - center, open - label Phase I clinical trial to evaluate the safety, pharmacokinetics, and efficacy of APG - 5918 in patients with advanced solid tumors or lymphomas, including non - Hodgkin ’ s lymphoma, who have progressed on or are intolerant to approved therapies, or for whom no standard treatments are available . The recent progress of APG - 5918 is as follows : • In December 2024 , we released the updated preclinical results of APG - 5918 at the 66 th ASH Annual Meeting, demonstrates robust antitumor activity in preclinical models of T - Cell Lymphomas (TCLs) . • In June 2024 , we released the updated preclinical results of APG - 5918 at the 2024 European Hematology Association Hybrid Congress (EHA 2024 ), demonstrating that APG - 5918 improves CKD - induced hemoglobin (Hb) insufficiency in preclinical models of anemia . • In April 2024 , we released updated preclinical data of APG - 5918 at 2024 AACR annual meeting, demonstrating that APG - 5918 and MDM 2 inhibitor alrizomadlin (APG - 115 ) synergistically inhibit tumor growth in preclinical models of PCa . • In January 2023 , APG - 5918 obtained approval from CDE to initiate a clinical study in patients with anemia - related indications . The single ascending dose (SAD) study in healthy subjects has been completed, and the multiple ascending dose (MAD) phase in anemic subjects is ongoing . Cautionary Statement required by Rule 18 A . 08 ( 3 ) of the Listing Rules : WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET APG - 5918 SUCCESSFULLY .
ANNUAL REPORT 2024 25 Management Discussion and Analysis Other Clinical Candidate APG - 2449 APG - 2449 is a novel, orally active, small - molecule FAK, the third generation of ALK and ROS 1 triple ligase kinase inhibitor (TKI) designed and developed by Ascentage Pharma . It is the first FAK inhibitor approved by CDE for clinical study in China . In the first - in - human trial, cerebrospinal fluid pharmacokinetics (PK) analyses showed that APG - 2449 was brain - penetrant . An updated study of APG - 2449 demonstrated preliminary clinical benefit in patients with NSCLC whose disease was TKI naïve and resistant to 2 G ALK inhibitors, especially in brain metastases . In addition, high pFAK expression levels in baseline tumor tissue correlated with improved APG - 2449 treatment responses in patients with NSCLC resistant to second - generation ALK inhibitors, suggesting that the increase of pFAK may be associated with second - generation ALK TKI resistance . The recent progress of APG - 2449 is as follows : Clinical progress • In October 2024 , APG - 2449 was cleared by the CDE of China ’ s NMPA to initiate two registrational Phase III clinical trials that will separately evaluate APG - 2449 in patients with NSCLC who are resistant to or intolerant of second - generation ALK TKIs ; and treatment - naïve patients with ALK - positive advanced or locally advanced NSCLC . • A Phase 1 b/ 2 study of APG - 2449 in combination with liposomal doxorubicin hydrochloride in platinum - resistant ovarian cancer is ongoing . Data publication • In December 2024 , we released updated data of APG - 2449 , in patients with AML in a poster presentation at the 66 th ASH Annual Meeting . APG - 2449 exhibits antileukemic activity and enhances lisaftoclax (APG - 2575 ) - induced apoptosis in AML . • In June 2024 , we released updated data of APG - 2449 , in patients with NSCLC in a poster presentation at the 60 th ASCO Annual Meeting . This is the third consecutive year in which clinical data from this study of APG - 2449 were selected for presentations at the ASCO Annual Meeting . Preliminary efficacy was demonstrated in patients with NSCLC who were TKI naïve and resistant to second - generation ALK TKIs, as well as early antitumor activity in brain metastases . • In April 2024 , we released updated preclinical data of APG - 2449 at 2024 AACR annual meeting, demonstrating that it inhibits metastasis and enhances the antitumor efficacy of PEGylated liposome doxorubicin (PLD) in epithelial ovarian cancer (EOC) . Cautionary Statement required by Rule 18 A . 08 ( 3 ) of the Listing Rules : WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET APG - 2449 SUCCESSFULLY .
Ascentage Pharma Group International 26 Management Discussion and Analysis Discovery programs Protein degraders Our deep understanding of heterobifunctional molecules and ligase biology has allowed us to develop protein degraders targeting traditionally undruggable proteins of interest implicated in key oncologic pathways . We believe we have the ability to develop differentiated degraders with improved pharmacokinetic - pharmacodynamic (PK/PD) profiles that exhibit less off - target effects than other degraders in clinical development . Through our degrader platform, we also believe we can develop cancer therapeutics targeted at resistance mechanisms that have traditionally plagued small molecule inhibitors . We have identified and nominated our first targeted protein degrader, or TPD, candidate for pre - clinical development . This orally bioavailable degrader is targeting the p 53 - MDM 2 pathway . In the last twenty years, many highly potent and orally active MDM 2 inhibitors have been developed as a way to activate the p 53 tumor suppressor gene, and several are currently in clinical development, including alrizomadlin (APG - 115 ) . However, inhibition of p 53 have often resulted in upregulation of MDM 2 , which has then limited the efficacy of these MDM 2 inhibitors, so we believe that a degrader approach could be pursued as the next generation strategy . We have also identified several compounds that are capable of rapidly reducing the levels of the Bcl - xL protein in human cancer cell lines and thereby inhibiting cancer cell growth in human cancer cell lines that are dependent on Bcl - xL . Based on our initial studies, we believe we are developing a Bcl - xL protein degrader that has the potential to exhibit strong activity with low levels of platelet toxicity . We are in the process of selecting and nominating our first Bcl - xL degrader as a candidate for pre - clinical development . The potential candidates exhibit high selectivity for the Bcl - xL target, demonstrating potent cellular and degradation activity, and showing remarkable in vivo efficacy in xenograft mice models . RESEARCH AND DEVELOPMENT We have a proven track record of accomplishment in researching, developing and commercializing biopharmaceuticals . We plan to continue to diversify and expand our product pipeline through both in - house research and development and collaboration with biotechnology and pharmaceutical companies, as well as academic institutions . We have an experienced scientific advisory board (SAB), chaired by Dr . Shaomeng Wang, our co - founder and non - executive director . Members of our scientific advisory board are physician scientists with expertise in cancer research and drug development . They are not our employees but periodically provide us with assistance and guide our clinical development programs through regularly scheduled SAB meetings . For the years ended December 31 , 2023 and 2024 , our research and development expenses were RMB 707 . 0 million and RMB 947 . 2 million, respectively . INTELLECTUAL PROPERTY RIGHTS Intellectual property rights are fundamental to our business . Through our robust research and development, we have strategically developed a global intellectual property portfolio with exclusive rights to issue patents or patent applications worldwide with respect to our product candidates . As of December 31 , 2024 , we cumulatively had 541 issued patents globally, among which 379 issued patents were issued outside of China .
ANNUAL REPORT 2024 27 Management Discussion and Analysis COMMERCIALIZATION We attach great importance to building Ascentage Pharma ’ s commercialization capability, including developing sound strategies and feasible infrastructure . Revenue from sales of our core product, olverembatinib, in China was RMB 241 . 0 million for the year ended December 31 , 2024 , compared to RMB 159 . 0 million for the year ended December 31 , 2023 , which represented an increase of RMB 82 . 0 million, or 52 % . We have established a fully functional commercialization team consisting of more than 100 staff . Our team, together with Innovent Biologics, Inc . ( 1801 . HK) ( “ Innovent Biologics ” ), had covered 265 distributors and around 800 hospitals in China . By the end of December 31 , 2024 , we have entered 734 DTP pharmacies and hospitals . Ascentage Pharma ’ s commercial team organized a variety of online and offline promotional activities . They also educated health care professionals (HCPs) concerning olverembatinib ’ s clinical benefits, which enhanced brand awareness of olverembatinib among HCPs and patients . In November 2024 , the new indication of olverembatinib has been included into the China 2024 NRDL through the simple contract renewal process . Concurrently, the contracts for indications of olverembatinib which has been included China ’ s NRDL since 2022 were renewed successfully . The current reimbursable scope of olverembatinib is : adult patients with CML - CP or CML - AP harboring the T 315 I mutation, and adult patients with CML - CP resistant and/or intolerant of first - and second - generation TKIs . The new version of the NRDL became effective in January 2025 , in China . The inclusion will bolster the accessibility of olverembatinib, allowing more CML patients to easily and affordably access the medication . We will continue to collaborate with Innovent Biologics to accelerate market penetration at hospitals and pharmacies, bolstering the accessibility of olverembatinib and laying a solid foundation for accessibility of our products for new approved indications in the future . In July 2024 , olverembatinib has been approved by the Pharmaceutical Administration Bureau (ISAF) of the Macau Special Administrative Region of the PRC for the treatment of adult patients with TKI - resistant CML - CP or CML - AP harboring the T 315 I mutation ; and adult patients with CML - CP resistant to and/or intolerant of first - and second - generation TKIs . Recently, olverembatinib was included in 2025 version of “ Chinese Guidelines for Integrated Cancer Diagnosis and Treatment (CACA) ” and 2024 version of “ CSCO guideline for Diagnosis and Treatment of Hematological Malignancies ” for the treatment of CML and Ph+ ALL . Olverembatinib was included as an Emerging Treatment Option in the 2024 NCCN guidelines for the management of CML . Ascentage Pharma is committed to the expansion of commercialization and availability of olverembatinib in the China market and abroad .
Ascentage Pharma Group International 28 Management Discussion and Analysis CHEMISTRY, MANUFACTURING AND CONTROL We have established our own Suzhou facility as our global R&D center and manufacturing facility . The R&D center and the manufacturing centers were implemented into use in the second half of 2021 and the fourth quarter of 2022 , respectively . The Suzhou manufacturing center has more than 200 , 000 square feet of space, and the manufacturing capacity for both oral solid tablets and capsules is up to 250 million dosage units per year . We also maintain manufacturing capability for injectable drug products, including lyophilized formulations at the Suzhou center . In the fourth quarter of 2022 , the Company obtained a Drug Manufacturing License (Certificate A) . In 2024 , the Suzhou manufacturing center completed the technical transfer and process validation campaign of olverembatinib tablets . At the same time, we obtained the updated version of the Drug Manufacturing Licenses (including certificates A, B and C) and passed GMP compliance inspection conducted by Jiangsu Medical Products Administration which allows us to manufacture and supply olverembatinib tablets for global clinical trials and commercial sales in China market from Ascentage owned facility . In April 2023 , the Company received a zero - deficiency report from the Good Manufacturing Practices (GMP) compliance audit of Ascentage Pharma ’ s global manufacturing center by a Qualified Person (QP) of the European Union (EU) . We believe this report indicates that the Company ’ s Global Manufacturing Center and quality management system implemented at the site are compliant with the standards of the EU GMP, marking the achievement of a major milestone that will pave the way for the Company ’ s continued global expansion . In 2023 , we completed the technical transfer of the lisaftoclax (APG - 2575 ) tablets, which allows us to internalize the production and supply of the drug for its global clinical trials . We completed the drug tablet coating and debossing development and the GMP production of olverembatinib tablets, preparing for the future applications to the global regulatory authorities including the FDA . In addition, we leased a facility with a size of approximately 50 , 000 square feet for R&D and manufacturing in China Medical City, Taizhou, Jiangsu Province, China, where we produce and supply preclinical test articles and clinical trial materials for some of our drug candidates . We believe that such existing facilities are adequate for our needs .
ANNUAL REPORT 2024 29 Management Discussion and Analysis BUSINESS DEVELOPMENT In addition to our strong in - house research and development team, we have established global collaboration and other relationships with leading biotechnology and pharmaceutical companies and academic institutions . We will continue to seek partnerships to maximize the value of our pipeline products . On June 14 , 2024 , Ascentage Pharma, Ascentage Pharma HK, Ascentage GZ, Ascentage Suzhou and Takeda entered into an exclusive option agreement, pursuant to which we granted Takeda an exclusive option to enter into an exclusive license agreement for olverembatinib . If exercised, the Option would allow Takeda to license global rights to develop and commercialize olverembatinib in all territories outside of the PRC, Hong Kong, Macau, Taiwan and Russia . Pursuant to the Exclusive Option Agreement, Ascentage shall be solely responsible for all clinical development of olverembatinib before the potential exercise of the Option . The Exclusive Option Agreement calls for Ascentage to receive an option payment of US $ 100 million related to intellectual property income and option payment under the Exclusive Option Agreement . Additionally, Ascentage is eligible for an option exercise fee and additional potential milestone payments of up to approximately US $ 1 . 2 billion and 12 % - 19 % royalties on annual net sales . On July 2 , 2024 , Ascentage received the option payment related to intellectual property income and option payment under the Exclusive Option Agreement . The Exclusive Option Agreement would allow Ascentage to leverage the global commercial expertise of Takeda with a proven record of accomplishment and global oncology footprint to potentially broaden the impact that olverembatinib could have on patients in need around the world . Additionally, on June 20 , 2024 , pursuant to the securities purchase agreement dated June 14 , 2024 entered into between the Company and Takeda, Ascentage issued and allotted to Takeda 24 , 307 , 322 Shares (Takeda Shares) at a price per share equal to HK $ 24 . 09850 per Share (equivalent to approximately US $ 3 . 08549 ), and with the aggregate purchase price of US $ 75 million (equivalent to approximately HK $ 585 . 77 million) . The Share Purchase Price represents a 25 . 12 % premium to the 20 - day average closing price of the Shares prior to the date of the Securities Purchase Agreement (being HK $ 19 . 26 per Share) . Pursuant to the Securities Purchase Agreement, Takeda has agreed to certain lock - up arrangements in connection with the Shares until June 20 , 2025 . In addition, Takeda has agreed to a market standoff provision with us under which they have agreed that, subject to certain exceptions, for a period of 180 days after January 23 , 2025 , they will not, sell or otherwise transfer or dispose of any Takeda Shares or any securities convertible into or exchangeable for our ordinary shares . For further details on the Exclusive Option Agreement, the Securities Purchase Agreement and the transactions contemplated thereunder, please refer to the relevant announcements of the Company dated June 14 , 2024 , June 21 , 2024 and July 4 , 2024 .
Ascentage Pharma Group International 30 Management Discussion and Analysis FINANCIAL REVIEW Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Year ended December 31, 2023 RMB ’ 000 2024 RMB ’ 000 221,984 980,650 Revenue 59,316 57,359 Other income and gains (195,387) (195,998) Selling and distribution expenses (706,972) (947,245) Research and development expenses (181,076) (187,125) Administrative expenses (96,057) (64,455) Finance costs (5,203) (9,075) Other expenses (925,712) (405,680) Loss for the year (899,453) (398,731) Total comprehensive loss for the year 1. Overview as compared of RMB980.7 million, 31, 2024, the Group recorded revenue For the year ended December with RMB 222 . 0 million for the year ended December 31 , 2023 , and a total comprehensive loss of RMB 398 . 7 million, as compared with RMB 899 . 5 million for the year ended December 31 , 2023 . The loss of the Group was RMB 405 . 7 million for the year ended December 31 , 2024 , as compared with RMB 925 . 7 million for the year ended December 31 , 2023 . The selling and distribution expenses of the Group was RMB 196 . 0 million for the year ended December 31 , 2024 , as compared with RMB 195 . 4 million for the year ended December 31 , 2023 . The research and development expenses of the Group was RMB 947 . 2 million for the year ended December 31 , 2024 , as compared with RMB 707 . 0 million for the year ended December 31 , 2023 . The administrative expenses of the Group was RMB 187 . 1 million for the year ended December 31 , 2024 , as compared with RMB 181 . 1 million for the year ended December 31 , 2023 . 2. Revenue For the year ended December 31 , 2024 , the Group generated revenue of RMB 980 . 7 million from the intellectual property income from Takeda, the sales of pharmaceutical products, commercialization rights income from Innovent Suzhou and service income, as compared to RMB 222 . 0 million for the year ended December 31 , 2023 , representing an increase of RMB 758 . 7 million, or 342 % , which was primarily attributable to the intellectual property income from Takeda and the rise in sales of pharmaceutical products .
ANNUAL REPORT 2024 31 Management Discussion and Analysis 3. Other Income and Gains The Group ’ s other income and gains primarily consist of (i) interest income on time deposit at banks ; and (ii) government grants related to income . Other income and gains for the year ended December 31 , 2024 was RMB 57 . 4 million, as compared to RMB 59 . 3 million for the year ended December 31 , 2023 , representing a decrease of RMB 2 . 0 million, or 3 . 3 % , which was primarily attributable to (i) the decrease of the government grants to RMB 9 . 1 million for the year ended December 31 , 2024 , as compared with RMB 19 . 4 million for the year ended December 31 , 2023 ; (ii) partially offset by the increase of the realized and unrealized foreign exchange income to RMB 6 . 7 million for the year ended December 31 , 2024 , as compared with RMB 1 . 6 million for the year ended December 31 , 2023 ; and (iii) the increase in bank interest income to RMB 37 . 8 million for the year ended December 31 , 2024 , as compared with RMB 32 . 4 million for the year ended December 31 , 2023 . 4. Selling and Distribution Expenses The Group ’ s selling and distribution expenses primarily consist of marketing expenses, staff costs and travel and meeting expenses . For the year ended December 31 , 2024 , the selling and distribution expenses of the Group increased by RMB 0 . 6 million or 0 . 3 % to RMB 196 . 0 million, as compared to RMB 195 . 4 million for the year ended December 31 , 2023 . The slight increase was attributable to the increase in selling and distribution expenses incurred in the commercialization of olverembatinib and other products . 5. Research and Development Expenses The Group ’ s research and development expenses primarily consist of internal research and development expenses, external research and development expenses, staff costs, IP expenses, materials, depreciation and amortization and RSU expenses of research and development staff . For the year ended December 31 , 2024 , the research and development expenses of the Group increased by RMB 240 . 3 million, or 34 . 0 % to RMB 947 . 2 million from RMB 707 . 0 million for the year ended December 31 , 2023 . The increase was attributable to the increase in internal clinical trial costs .
Ascentage Pharma Group International 32 Management Discussion and Analysis The following table sets forth the components of our research and development expenses by nature for the periods indicated. Year ended December 31, 2023 RMB ’ 000 2024 RMB ’ 000 199,967 367,894 Internal research and development expenses 84,577 125,872 External research and development expenses 291,902 318,638 Staff costs 10,704 12,518 IP expenses 12,218 24,576 Materials 33,139 33,439 Depreciation and amortization 26,159 17,421 Share option and RSU expenses of R&D staff 48,306 46,887 Others 706,972 947,245 Total 6. Administrative Expenses For the year ended December 31 , 2024 , the administrative expenses of the Group increased by RMB 6 . 0 million, or 3 . 3 % to RMB 187 . 1 million from RMB 181 . 1 million for the year ended December 31 , 2023 . The increase was primarily attributable to the increase in agency fees for US IPO . The following table sets forth the components of our administrative expenses for the periods indicated . Year ended December 31, 2023 RMB ’ 000 2024 RMB ’ 000 4,512 2,861 Share option and RSU expenses 60,910 63,081 Staff costs 52,570 51,356 Depreciation and amortization 63,084 69,827 Others 181,076 187,125 Total 7. Finance Costs Finance costs represented mainly interest expenses from bank borrowings and lease liabilities . For the year ended December 31 , 2024 , the finance costs of the Group decreased by RMB 31 . 6 million, or 32 . 9 % to RMB 64 . 5 million from RMB 96 . 1 million for the year ended December 31 , 2023 . It was due to the decrease of the interest rate incurred in relation to bank borrowings .
ANNUAL REPORT 2024 33 Management Discussion and Analysis 8. Other Expenses The Group ’ s other expenses mainly consisted of donations . For the year ended December 31 , 2024 , the Group reported other expenses of RMB 9 . 1 million, as compared to other expenses of RMB 5 . 2 million for the year ended December 31 , 2023 , which represented an increase of RMB 3 . 9 million, or 74 . 4 % . The increase was primarily attributable to the increase in donation expenses from RMB 4 . 0 million for the year ended December 31 , 2023 to RMB 6 . 3 million for the year ended December 31 , 2024 . The loss on fair value of the financial assets at FVTPL was a non - cash adjustment that represented the change in fair value arising from the common stock of Unity held by the Group . 9. Loss for the Reporting Period As a result of the foregoing, the loss of the Company decreased by RMB 520 . 0 million, or 56 . 2 % , to RMB 405 . 7 million for the year ended December 31 , 2024 from RMB 925 . 7 million for the year ended December 31 , 2023 . 10. Cash Flows For the year ended December 31 , 2024 , net cash outflows used in operating activities of the Group amounted to RMB 111 . 4 million, as compared to that of RMB 726 . 1 million for the year ended December 31 , 2023 , the decrease was mainly due to the intellectual property income and option payment from Takeda of RMB 712 . 9 million . For the year ended December 31 , 2024 , net cash outflows used in investing activities of the Group amounted to RMB 362 . 0 million, which mainly consisted of (i) the net increase in property, plant and equipment and other intangible assets of RMB 24 . 3 million ; and (ii) payment of contingent consideration in relation to our acquisition of Healthquest Pharma in December 2016 of RMB 9 . 5 million and the increase in time deposits with original maturity of more than three months to RMB 312 . 2 million . For the year end December 31 , 2023 , net cash inflows from investing activities of the Group amounted to RMB 21 . 9 million, which mainly consisted of the time deposits with original maturity of more than three months of RMB 98 . 8 million . For the year ended December 31 , 2024 , net cash inflows from financing activities of the Group amounted to RMB 314 . 8 million, which mainly consisted of (i) net proceeds of RMB 533 . 9 million from the issuance of shares through 2024 Share Subscription of Takeda ; and (ii) interest paid which amounted to RMB 60 . 6 million . For the year ended December 31 , 2023 , net cash inflows from financing activities amounted to RMB 368 . 8 million, which mainly consisted of net proceeds of RMB 470 . 1 million from the issuance of shares through the 2023 Placing .
Ascentage Pharma Group International 34 Management Discussion and Analysis 11. Key Financial Ratios The following table sets forth the key financial ratios for the years indicated: As at December 31, 2023 2024 1.4 1.3 Current ratio (1) 1.4 1.3 Quick ratio (2) 1161.5% 154.2% Gearing ratio (3) Notes: (1) Current ratio is calculated using current assets divided by current liabilities as at the same date. (2) Quick ratio is calculated using current assets less inventories and divided by current liabilities as at the same date. (3) Gearing ratio is calculated using interest - bearing borrowings less cash and cash equivalents divided by total equity and multiplied by 100 % . The decrease was primarily attributable to (i) the decrease of bank borrowings from RMB 1 , 795 . 6 million for the year ended December 31 , 2023 to RMB 1 , 668 . 5 million for the year ended December 31 , 2024 ; and (ii) the increase of total equity from RMB 60 . 4 million for the year ended December 31 , 2023 to RMB 264 . 2 million for the year ended December 31 , 2024 . 12. Significant Investments During the Reporting Period, there were no significant investments held by the Group . 13. Foreign Exchange Risk Our financial statements are expressed in RMB, but certain of our cash and bank balances, other receivables and other assets, other investments classified as financial assets measured at FVTPL and trade and other payables are denominated in foreign currencies, and are exposed to foreign currency risk . We currently do not have a foreign currency hedging policy . However, the management monitors foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arise . 14. Material Acquisitions and Disposals The Group did not have any material acquisitions or disposals of subsidiaries, consolidated affiliated entities, associated companies or joint ventures for the year ended December 31 , 2024 .
ANNUAL REPORT 2024 35 Management Discussion and Analysis 15. Bank Loans and Other Borrowings As at December 31, 2024, we had bank loans of RMB1,638.3 million denominated in RMB and lease liabilities of RMB30.2 million. As at December 31, 2024, RMB522.3 million of the Group ’ s borrowings were at fixed interest rates. December 31, 2024 Effective interest RMB ’ 000 Maturity rate per annum (%) Current 290,000 2025 2.60 - 2.70 or Short - term borrowing 1 year LPR - 0.30 to 0.75 255,000 2025 2.80 – 4.55 Current portion of long term bank loans – unsecured 213,170 2025 1 year LPR - 0.15 Current portion of long term bank loans – unsecured to 0.65 or 1 year LPR+0.65 to 0.85 11,453 2025 5 year LPR - 0.85 Current portion of long - term bank loans – secured* 9,439 2025 4.00 – 4.35 Lease liabilities 779,062 Total – current 203,100 2026 – 2028 1 year LPR - Non - current Bank loans – unsecured 0.45 to 0.65 or 1 year LPR+0.70 to 0.85 77,250 2026 – 2027 2.80 – 4.50 Bank loans – unsecured 588,292 2026 – 2038 5 year LPR - 0.85 Bank loans – secured* 20,793 2026 – 2028 4.00 – 4.35 Lease liabilities 889,435 Total – non - current 1,668,497 Total Note: LPR represents the Loan Prime Rate. * The bank loans amounting to RMB 599 , 745 , 000 (December 31 , 2023 : RMB 602 , 794 , 000 ) were secured by the pledge of the Group ’ s buildings with a net carrying amount of approximately RMB 731 , 282 , 000 (December 31 , 2023 : buildings with a net carrying amount of approximately RMB 769 , 776 , 000 ) and right - of - use assets with a net carrying amount of approximately RMB 26 , 468 , 000 (December 31 , 2023 : RMB 27 , 598 , 000 ) as at December 31 , 2024 . Such loans were also guaranteed by two of the Group ’ s subsidiaries .
Ascentage Pharma Group International 36 Management Discussion and Analysis The unsecured bank loans amounting to RMB278,070,000 (2023: RMB377,620,000) were guaranteed by the Group ’ s subsidiaries as at December 31, 2024. The following table sets forth the maturity analysis of the Group ’ s interest - bearing bank and other borrowings: As at December 31, 2024 2023 RMB ’ 000 RMB ’ 000 Analysed into: 616,404 779,062 Within one year 428,783 242,473 In the second year 238,580 159,355 In the third to fifth years, inclusive 511,828 487,607 Beyond five years 1,795,595 1,668,497 Total 16. Charges on Group Assets As at December 31 , 2024 , the Group had pledged the Group ’ s right - of - use assets with a carrying amount of approximately RMB 26 . 5 million, the buildings with a carrying amount of approximately RMB 731 . 3 million . 17. Contingent Liabilities As at December 31 , 2024 , the Group did not have any material contingent liabilities . 18. Liquidity and Financial Resources The Group adopts a conservative approach for cash management and investment on uncommitted funds . We place cash and cash equivalents (which are mostly held in U . S . dollars, Hong Kong dollars and RMB) in short time deposits with authorized institutions in Hong Kong and China . As at December 31 , 2024 , the Group ’ s cash and bank balances increased to RMB 1 , 261 . 2 million from RMB 1 , 093 . 8 million as at December 31 , 2023 . As at December 31 , 2024 , the Group ’ s cash and bank balances were held mainly in U . S . dollars, Hong Kong dollars and RMB . As at December 31 , 2024 , the Group had not used any financial instruments for hedging purposes . As at December 31 , 2024 , the current assets of the Group were RMB 1 , 474 . 2 million, including cash and bank balances of RMB 1 , 261 . 2 million, inventory balances of RMB 6 . 6 million, trade receivable balances of RMB 83 . 1 million and prepayments, other receivables and other current assets of RMB 123 . 2 million . As at December 31 , 2024 , the current liabilities of the Group were RMB 1 , 166 . 6 million, including trade payables of RMB 92 . 0 million, other payables and accruals of RMB 258 . 1 million, borrowings of RMB 779 . 1 million and contract liabilities of RMB 37 . 5 million . As at December 31 , 2024 , the non - current liabilities of the Group were RMB 1 , 177 . 0 million, including long term borrowings of RMB 868 . 6 million, contract liabilities of RMB 248 . 5 million, long term payables, lease liabilities and deferred income of RMB 48 . 3 million and deferred tax liability of RMB 5 . 4 million .
ANNUAL REPORT 2024 37 Management Discussion and Analysis 19. Employees and Remuneration Policies The following table sets forth a breakdown of our employees as at December 31, 2024 by function: Function Number % Research and Development Commercial Administrative and others 407 93 67 71.8 16.4 11.8 Total 567 100 . 0 As at December 31 , 2024 , we had 567 full - time employees, including a total of 71 employees with M . D . or Ph . D . degrees . Of these, 407 are engaged in full - time research and development and laboratory operations and 160 are engaged in full - time general and administrative and commercial functions, and business development function . Our research and development personnel includes 70 employees with M . D . or Ph . D . degrees, and many of them have experience working in research institutions and hospitals and in the FDA drug approval process . Our senior management team has extensive experience and expertise in the biotechnology industry and has been contributive in driving the success of our business . As at December 31 , 2024 , we had 187 senior employees who have an average of 15 to 20 years of experience in relevant fields . We have also enjoyed more than 84 % retention rate of employee over the last two years, which facilitates the growth of our institutional knowledge base . We are actively recruiting talents globally by offering a collaborative work environment, competitive compensation, effective incentive plans, and the opportunity to work on cutting - edge science projects . Our employees ’ remuneration comprises salaries, bonuses, employee provident fund and social security contributions and other welfare payments . In accordance with applicable Chinese laws, we have made contributions to social security insurance funds (including pension plans, medical insurance, work - related injury insurance, unemployment insurance and maternity insurance) and housing funds for our PRC - based employees . For the years ended December 31 , 2023 and 2024 , employee benefit expense amounted to RMB 413 . 0 million and RMB 434 . 2 million, respectively . The Company has also adopted the Pre - IPO Share Option Scheme, the Post - IPO Share Option Scheme, the 2018 RSU Scheme, the 2021 RSU Scheme and the 2022 RSU Scheme . On September 2 , 2024 , an aggregate of 2 , 081 , 399 RSUs, representing 2 , 081 , 399 Shares, have been re - granted under the 2018 RSU Scheme to 513 selected persons (the “ 2018 Selected Persons ” ) of the 2018 RSU Scheme (the “ 2018 Re - grant ” ), who are employees of the Group . To the best of the Directors ’ knowledge, information and belief, having made all reasonable enquiries, all of the 2018 Selected Persons are third parties independent of the Company and are not connected persons of the Company, and none of them is a director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or an associate (as defined under the Listing Rules) of any of them as at the date of the 2018 Re - grant .
Ascentage Pharma Group International 38 Management Discussion and Analysis On September 2 , 2024 , 1 , 174 , 955 RSUs, representing 1 , 174 , 955 Shares, have been re - granted under the 2022 RSU Scheme to 69 selected persons (the “ 2022 Selected Persons ” ) of the 2022 RSU Scheme (the “ 2022 Re - grant ” ), who are employees of the Group . To the best of the Directors ’ knowledge, information and belief, having made all reasonable enquiries, all of the 2022 Selected Persons are third parties independent of the Company and are not connected persons of the Company, and none of them is a director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or an associate (as defined under the Listing Rules) of any of them as at the date of the 2022 Re - grant . For further details of the Pre - IPO Share Option Scheme and the Post - IPO Share Option Scheme, please refer to the section headed “ Statutory and General Information – D . Employee Incentive Schemes ” in Appendix IV to the Prospectus . For further details of the 2018 RSU Scheme and the grant of RSUs thereunder, please refer to the prospectus of the Company dated October 16 , 2019 and the relevant announcements of the Company dated February 2 , 2021 , May 29 , 2023 and October 24 , 2024 . For further details of the 2021 RSU Scheme and the grant of RSUs thereunder, please refer to the relevant announcements of the Company dated February 2 , 2021 , May 21 , 2021 , June 18 , 2021 , June 25 , 2021 , July 14 , 2021 , July 23 , 2021 and May 29 , 2023 as well as the circular of the Company dated August 31 , 2021 and the poll results announcement of the Company dated September 20 , 2021 . For further details of the 2022 RSU Scheme and the grant of RSUs thereunder, please refer to the relevant announcements of the Company dated June 23 , 2022 , July 14 , 2022 , May 8 , 2023 , May 29 , 2023 and October 24 , 2024 . FUTURE AND OUTLOOK Our mission is to become a leading global, fully integrated biopharmaceutical company engaged in discovering, developing and commercializing both first - and best - in - class therapies to address global unmet medical needs primarily in hematological malignancies . To fulfill this mission, we plan to focus on the following strategies to grow into : • Complete ongoing registrational trials to pursue FDA and other international approval of olverembatinib . Olverembatinib is already approved in China for three CML indications, all of which have been reimbursable under China ’ s NRDL since the beginning of 2025 . Based on the previous clinical results and real - world patient data in China, where it is approved, we believe olverembatinib has global potential . We are currently enrolling the FDA - regulated POLARIS - 2 trial of olverembatinib as a monotherapy for patients with CML - CP, both with and without T 315 I mutations . We plan to submit an NDA to the FDA after completion of POLARIS - 2 trial and plan to pursue approvals in other key geographies . A core part of our strategy is selecting indications and geographies, and designing our clinical development plans, in a way that would allow us to gain significant market share of the global CML market, which was around US $ 12 . 3 billion in 2023 and is expected to grow to US $ 14 . 6 billion by 2035 , according to the F&S Report . Following olverembatinib ’ s success in CML, we plan to advance and complete registrational Phase 3 trials, POLARIS - 1 and POLARIS - 3 , for the treatment of frontline Ph+ ALL and SDH – deficient GIST, respectively . We plan to submit an NDA to the CDE for POLARIS - 1 after the completion of the trial . If approved, we expect olverembatinib will be the first third - generation TKI for the frontline treatment of Ph+ ALL in China .
ANNUAL REPORT 2024 39 Management Discussion and Analysis • Launch in China in 2025 , if approved, and pursue regulatory approval of lisaftoclax in multiple countries . In November 2024 , we announced that our NDA for lisaftoclax for the treatment of patients with r/ r CLL/SLL was accepted with Priority Review designation by the CDE . According to the F&S Report, this NDA is the second NDA filed in the world for a Bcl - 2 inhibitor and the first in China for a Bcl - 2 inhibitor for the treatment of patients with CLL/SLL that are resistant or intolerant to BTK inhibitors . If approved, we plan to launch in China in 2025 and pursue regulatory approvals in multiple countries . We also plan to advance and complete the FDA - regulated GLORA trial of lisaftoclax in combination with BTK inhibitors for CLL/SLL and the GLORA - 2 trial of lisaftoclax in combination with acalabrutinib in frontline CLL/SLL with plans to submit NDAs and pursue approvals in other key geographies . A core part of our strategy is selecting indications and geographies, and designing our clinical development plans, in a way that would allow us to gain significant market share in the global CLL/SLL market, which was around US $ 9 . 4 billion in 2023 and is expected to grow to US $ 38 . 2 billion by 2035 , according to the F&S Report . • Progress other clinical stage assets . We plan to continue our efforts in developing our other clinical stage pipeline candidates as monotherapies and combination therapies in other hematological malignancies and solid tumors, including APG - 2449 , APG - 115 and APG - 1252 . Our fully - integrated capabilities can facilitate advancing clinical progress of our pipeline candidates . • Continue building our operations strategically for global markets . We are a commercial stage biopharmaceutical company with a global footprint . We have integrated capabilities from discovery, clinical development to manufacturing and commercialization . We have established operations in China, the United States, Australia and Europe to conduct and/or support discovery, preclinical studies and clinical trials . We adopt a global clinical development strategy and leverage our CMC and manufacturing to comply with the requirements applicable to clinical trials in accordance with the requirements of the FDA, the NMPA, the EMA, and other comparable regulatory authorities . We have established a fully functional commercialization team with a feasible infrastructure . We plan to continue building our team strategically to support our future development . • Opportunistically pursue strategic partnerships and collaborations to maximize the potential of our portfolio . Leveraging our strong presence in apoptosis targeting therapies, deep relationships with global key opinion leaders and extensive collaboration with leading bio - technology and pharmaceutical companies and research institutions, we are well positioned to evolve as the partner of choice to provide complementary value to those with the ambition in building and expanding portfolio advantages . We will strategically evaluate potential collaborations with global partners to maximize the value of our portfolio and provide sustainable support to our pipeline development . These initiatives would not only optimize our pipeline but also provide sustainable revenue streams to fund our portfolio development .
Ascentage Pharma Group International 40 Management Discussion and Analysis EVENTS AFTER THE REPORTING PERIOD Appointment of Independent Non - Executive Director Marc E . Lippman, MD has been appointed as an additional independent non - executive Director of the Company with effect from January 2 , 2025 . Completion of the U.S. Initial Public Offering On January 24 , 2025 (Hong Kong time), the Company issued 7 , 325 , 000 ADSs ( “ Firm ADS ” ) (representing 29 , 300 , 000 Underlying Shares) on NASDAQ at the offer price of US $ 17 . 25 per ADS (equivalent to approximately HK $ 33 . 57 per Underlying Share based on the Representation Ratio) . Each ADS represents 4 newly issued Ordinary Shares as Underlying Shares . The closing under the Underwriting Agreement of the Firm ADSs took place on January 28 , 2025 (U . S . Eastern time) . The gross proceeds raised in respect of the Firm ADSs under the Offering were approximately US $ 126 . 4 million (equivalent to approximately HK $ 983 . 6 million) . The net proceeds in respect of the Firm ADSs under the Offering were approximately US $ 112 . 9 million (equivalent to approximately HK $ 878 . 8 million) after deduction of the underwriting fee and the estimated expenses of approximately US $ 13 . 5 million (equivalent to approximately HK $ 104 . 8 million) . The Underwriters partially exercised the Over - allotment Option, involving a total of 935 , 144 ADSs ( “ Option ADSs ” ) (representing 3 , 740 , 576 Underlying Shares) at the offer price of US $ 17 . 25 per ADS (equivalent to approximately HK $ 33 . 57 per Underlying Share based on the Representation Ratio) . The Closing in respect of the Over - allotment Option took place on February 13 , 2025 (U . S . Eastern time) . The gross proceeds raised in respect of the Option ADSs under the Offering were approximately US $ 16 . 13 million (equivalent to approximately HK $ 125 . 6 million) . The net proceeds in respect of the Option ADSs under the Offering were approximately US $ 15 . 0 million (equivalent to approximately HK $ 116 . 8 million) after deduction of the underwriting fee and the estimated expenses of approximately US $ 1 . 1 million (equivalent to approximately HK $ 8 . 8 million) . Therefore, the Company has issued a total of 8 , 260 , 144 ADSs (representing 33 , 040 , 576 Underlying Shares) . After the issuance, the total number of the Company ’ s shares increased from 315 , 226 , 005 Shares to 348 , 266 , 581 Shares . The aggregate gross proceeds raised under the Offering were approximately US $ 142 . 5 million (equivalent to approximately HK $ 1 , 106 . 8 million) . The net proceeds under the Offering were approximately US $ 132 . 5 million (equivalent to approximately HK $ 1 , 029 . 3 million) after deduction of the underwriting fee of approximately US $ 10 . 0 million (equivalent to approximately HK $ 77 . 5 million) . For details, please refer to the announcements issued by the Company on December 29 , 2024 , January 21 , 2025 , January 24 , 2025 , February 2 , 2025 , and February 13 , 2025 . Change of company secretary and authorised representative Ms . Chan Charmayne replaced Mr . Wong Cheung Ki Johnny as the company secretary of the Company, an authorised representative under Rule 3 . 05 of the Listing Rules, an authorized representative for accepting service of process and notice on behalf of the Company under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the person authorised to accept service of process and notices on the Company ’ s behalf in Hong Kong under Rule 19 . 05 ( 2 ) of the Listing Rules, all with effect from 25 February 2025 .
ANNUAL REPORT 2024 41 Directors and Senior Management DIRECTORS Executive Director Yang Dajun ( ὺབྷ ) , M . D . , Ph . D . , aged 62 , is the co - founder of our Group , Chairman of the Board and chief executive officer of our Company . Dr . Yang was appointed as the executive Director on November 17 , 2017 . For positions with other members of our Group , Dr . Yang is also a director of each of Ascentage Pharma HK , Ascentage Jiangsu , Ascentage International , Ascentage Suzhou , Ascentage Shanghai , Ascentage Australia and Ascentage US . Dr . Yang is the spouse of Dr . Zhai , our chief medical officer and a member of our senior management . Prior to founding the Group in 2009 , Dr . Yang has worked in the following companies and/or institutions : • Dr. Yang co - founded Ascenta Therapeutics, Inc., where he was a senior vice president of research and preclinical development between 2004 and 2008. Ascenta Therapeutics, Inc. was dissolved in January 2017. • Dr. Yang served as a part - time professor and supervisor of doctoral students at Cancer Center at Sun Yat - sen University from September 2003 to September 2006. • Dr. Yang served as an associate professor of biochemistry and molecular biology, an associate professor of oncology and senior investigator at the Lombardi Cancer Center at Georgetown University from 1995 to 2001. Dr . Yang has published more than 70 articles including peer - reviewed articles and is an inventor of 22 issued U . S . patents . He was a co - founder of two national magazines in China, namely “ Chinese Medical Students ” and “ Family Doctors ” . Nowadays “ Family Doctors ” has a monthly publication volume of over one million and it has the mission to promote both healthcare and a healthy lifestyle in China . Dr . Yang obtained his Bachelor ’ s degree in medicine and Master ’ s degree in Oncology from Sun Yat - sen University of Medical Sciences ( ѝኡ䟛、བྷᆨ ) (now renamed as the Sun Yat - sen University ( ѝኡབྷᆨ )) in July 1983 and June 1986 respectively , and he received a Ph . D . degree in Genetics from Michigan State University in the United States in June 1992 .
Ascentage Pharma Group International 42 Directors and Senior Management Non - executive Directors Wang Shaomeng ( ⦻ቁ㨼 ), Ph . D . , aged 61 , was appointed as our Director on November 17 , 2017 and was re - designated as non - executive Director on August 15 , 2018 . For positions with other members of the Group , Dr . Wang is the director of Ascentage International . Dr . Wang is the co - founder of Ascentage Pharma HK and has been appointed as its chairman of scientific advisory board since 2010 . Dr . Wang served as an assistant professor from 1996 to 2000 and as associate professor from 2000 to 2001 at the Georgetown University Medical Center . Dr . Wang joined the University of Michigan in July 2001 as a tenured faculty and is currently a Warner - Lambert/Parke Davis Professor in Medicine at the University of Michigan, Ann Arbor, where he also serves as director of the Michigan Center for Therapeutic Innovation . Dr . Wang served as the editor - in - chief for the Journal of Medicinal Chemistry, American Chemical Society from 2011 to 2020 . Dr . Wang obtained his Bachelor ’ s degree in Chemistry from Peking University ( ेӜབྷᆨ ) in July 1986 . He received his Ph . D . degree in Chemistry from Case Western Reserve University in the United States in January 1993 . Lu Simon Dazhong ( ੲབྷᘐ ), Ph . D . , aged 56 , was appointed as our Director on July 6 , 2018 and was re - designated as non - executive Director on August 15 , 2018 . Dr . Lu is a member of the Audit Committee . Dr . Lu has more than 24 years of experience in the investment and consulting business . Between 1999 and 2002 , Dr . Lu worked in a number of financial institutions , including China International Capital Corporation Limited ( ѝ഻഻䳋 䠁㶽㛑ԭᴹ䲀ޜਨ ), an investment bank based in the PRC . From September 2002 to December 2007 , Dr . Lu served as the investment manager and partner of Shanghai Newmargin Ventures ( к⎧㚟ࢥᣅ䋷㇑⨶ޜਨ ), a venture capital management company based in the PRC . Between 2008 and 2009 , Dr . Lu worked at CEL Partners , a private equity firm that focuses on buy - outs , acquisitions and mergers . Since August 2009 , Dr . Lu served as the managing director and partner of SDIC Fund Management Company Ltd . , a PRC - based private equity fund manager . Dr . Lu graduated with a Bachelor ’ s degree in Economics from Nankai University ( ই䮻བྷᆨ ) in June 1991 . He received his Master ’ s degree in Business Administration from McGill University in Canada in June 1999 , and Ph . D . in Economics from Nankai University in June 2010 . Dr . Lu has been a director of a number of companies engaged in the pharmaceutical sector . Dr . Lu was a director of Innovent between 2016 and 2018 prior to its listing on the Stock Exchange . Since September 2018 to April 2024 , Dr . Lu was a director of BrightGene Bio - Medical (Suzhou ) Co . , Ltd . ( ঊ⪎⭏⢙䟛㰕 ( 㰷ᐎ ) 㛑ԭᴹ䲀ޜਨ ) ( a company which shares are listed on the Shanghai Stock Exchange , stock code : 688166 ) . As at the date of this Annual Report, he served as a director of Dizal (Jiangsu ) Pharma Co . , Ltd . ( 䘚ଢ ( ⊏㰷 ) 䟛㰕ᴹ䲀ޜਨ ) whose pipeline targets include NSCLC (non - small - cell lung carcinoma) , autoimmune disease , solid and liquid tumours , solid tumour , CKD (chronic kidney disease ) and infectious diseases of the respiratory tract ( બ੨䚃ᝏḃ ) .
ANNUAL REPORT 2024 43 Directors and Senior Management Independent non - executive Directors Ye Changqing ( 㩹䮧䶂 ) , aged 54 , was appointed as an independent non - executive Director on June 13 , 2019 . He is primarily responsible for supervising and providing independent judgement to our Board . Mr . Ye is the chairman of the Audit Committee and a member of the Remuneration Committee . Mr . Ye has over 30 years of experience in professional accounting , financial advisory and investment . From April 1993 to January 2011 , Mr . Ye worked at the China office of PricewaterhouseCoopers , with his last position as the partner and service line leader of the firm ’ s advisory services and transaction services . From February 2011 to December 2015 , Mr . Ye served as the managing director , chief financial officer and a member of the investment committee at CITIC Private Equity Funds ( ѝؑ⭒ᾝส䠁 ) ( a PRC - based private equity fund) . Since May 2016 , Mr . Ye has been an independent non - executive director of Baozun Inc . , a company listed on NASDAQ (stock code : BZUN ) (the holding company of a PRC - based provider of e - commerce business solutions ) and subsequently the company also listed on the Stock Exchange (stock code : 9991 ) on September 29 , 2020 . Since October 2018 , Mr . Ye has been an independent director of Niu Technologies , a company listed on NASDAQ (stock code : NIU ) (the holding company of a PRC - based manufacturer of e - scooter) . Since June 2019 , Mr . Ye has been an independent non - executive director of Jinxin Fertility Group Limited , a company listed on the Stock Exchange (stock code : 1951 ) . Since September 2019 , Mr . Ye has also been an independent non - executive director of Hygeia Healthcare Holdings Co . , Limited , a company listed on the Stock Exchange (stock code : 6078 ) . Mr . Ye was an independent non - executive director of Luzhou Bank Co . , Ltd . (formerly known as Luzhou City Commercial Bank Co . , Ltd . ), a company listed on the Stock Exchange (stock code : 1983 ) from December 2018 to September 2022 . Mr . Ye was an independent director of VNET Group, Inc . , a company listed on NASDAQ (stock code : VNET) from August 2022 to October 2024 and NWTN Inc . , a company listed on NASDAQ (stock code : NWTN) from November 2022 to December 2024 , respectively . Mr . Ye obtained a Bachelor ’ s degree in Journalism from Huazhong University of Science and Technology ( 㨟ѝ⨶ᐕབྷ ᆨ ) (now renamed as 㨟ѝ、ᢰབྷᆨ ) in July 1992 , and a Master ’ s degree in Business Administration from the University of Warwick in the United Kingdom in November 1999 . Mr . Ye has been a Certified Public Accountant of the PRC since December 1994 . Mr . Ye is our Director with appropriate professional accounting or related financial management expertise for the purpose of Rule 3 . 10 ( 2 ) of the Listing Rules through his experiences listed above . Yin Zheng ( ቩ↓ ), Ph . D . , aged 53 , was appointed as an independent non - executive Director on June 13 , 2019 . He is primarily responsible for supervising and providing independent judgement to our Board . Dr . Yin has resigned as an independent non - executive Director , the chairman of the Remuneration Committee and a member of the Audit Committee with effect from June 7 , 2024 Dr . Yin worked as research scientist at S*Bio Pte Ltd from September 2000 to April 2004 . He then worked as principal scientist at Novartis Institute for Tropical Diseases Pte Ltd until December 2008 . Dr . Yin served as a vice dean of school of pharmacy from July 2009 to November 2011 , and dean of school of pharmacy from November 2011 to April 2015 at Nankai University . He also served as a professor at Tsinghua University . Dr . Yin joined SDIC Fund Management Co . , Ltd . as executive director and then managing director responsible for pharma/biotech sector between August 2016 and July 2018 . Since August 2018 , he has been serving as the executive director and manager of Sany Innova (Beijing ) Investment Management Co . , Ltd ( йаࢥᯠ ( ेӜ ) ᣅ䋷㇑⨶ᴹ䲀ޜਨ ) . Dr . Yin obtained a Bachelor ’ s degree and Master ’ s degree in Science from Nankai University ( ই䮻བྷᆨ ) in July 1994 and July 1997 respectively . He obtained his Doctoral degree in Chemistry from National University of Singapore in August 2001 .
Ascentage Pharma Group International 44 Directors and Senior Management Ren Wei ( ԫ⛪ ) , aged 44 , was appointed as an independent non - executive Director on June 13 , 2019 . He is primarily responsible for supervising and providing independent judgement to our Board . Mr . Ren is the chairman of the Remuneration Committee and a member of the Nomination Committee . Mr . Ren has over 18 years of legal experience covering onshore and offshore securities issues, PRC - related mergers & acquisitions and foreign investment . He has been a lawyer in Jingtian & Gongcheng since July 2003 and has become a partner since January 2009 . Mr . Ren obtained a Bachelor ’ s degree in Law and a Bachelor ’ s degree in Economics both from the Peking University ( ेӜབྷᆨ ) in July 2003 . He has been qualified to practice law in the PRC since 2008 . Dr . David Sidransky, M . D . , aged 64 , was appointed as an independent non - executive Director on March 31 , 2021 . Dr . Sidransky is the chairman of the Nomination Committee . Dr . Sidransky currently serves as the director of the Head and Neck Cancer Research Division, professor in otolaryngology – head and neck surgery, professor in cellular and molecular medicine, and professor in urology and genetics of The Johns Hopkins University . Dr . Sidransky also currently serves as professor in oncology at the Johns Hopkins Oncology Center . From 1984 to 1988 , Dr . Sidransky attended the Baylor College of Medicine in the U . S . and earned his MD degree and then continued as an intern and resident in internal medicine, and chief resident in internal medicine until June 1988 . Dr . Sidransky completed a fellowship in Oncology at The Johns Hopkins University and Hospital from July 1988 to June 1992 and was then appointed as faculty in July 1992 . Dr . Sidransky graduated with a Bachelor of Science degree in Chemistry from the Brandeis University in the U . S . in June 1981 . Dr . Sidransky is a current member of the American Association of Cancer Research ( “ AACR ” ) and the American Society of Clinical Oncology . He was a member of certain working groups under the National Cancer Institute, including the Development Diagnostics Working Group and the Cancer Prevention and Control Working Group . Dr . Sidransky has also received certifications from the American Board of Internal Medicine and the American Board of Medical Oncology . In addition, Dr . Sidransky currently sits on the National Board of Scientific Advisors of the National Cancer Institute . He was a founder of Champions Oncology, Inc . (NASDAQ : CSBR) and currently Lead Board Director . He is on the Board of Directors of Galmed Pharmaceuticals Ltd . (NASDAQ : GLMD) and the Chairman of Ayala Pharmaceuticals, Inc . (NASDAQ : AYLA) . He is also Chairman of the MAB of the Flight Attendants Medical Research Foundation and the Adenocystic Carcinoma Research . Dr . Sidransky has received numerous honors, such as the Israel Cancer Research Fund Osserman Award, the AACR - Richard and Hinda Rosenthal Foundation Award, the Toby Comet Award Bar Ilan University and the AACR Team Award Theme Circulating DNA and elected as a fellow of the AACR in 2025 . As of the date of this annual report, he is the author of over 600 articles published in professional journals, the author of 45 book chapters, reviews and commentaries, and the inventor of 28 patents .
ANNUAL REPORT 2024 45 Directors and Senior Management Ms . Marina S . Bozilenko, aged 59 , was appointed as an independent non - executive Director on November 25 , 2024 . Ms . Bozilenko is a member of the Audit Committee . Ms . Bozilenko is currently the President, Chief Executive Officer & Director at Biothea Pharma, Inc . She is also an Independent Director at Talphera, Inc . (NASDAQ : TLPH) . In her former positions, Ms . Bozilenko served as Strategic Advisor of William Blair & Co . LLC from 2010 to 2021 , as Senior Managing Director at Bear, Stearns & Co . , Inc . from 2003 to 2008 , and as Managing Director at Banc of America Securities LLC from 2000 to 2003 . Additionally, Ms . Bozilenko held various positions at Vector Securities International, Inc from 1988 to 1999 , including Managing Director & Head of West Coast ; she was also Senior Managing Director at Prudential Vector Healthcare Group from 1999 to 2000 . Ms . Bozilenko was also a Principal at Kidd & Co . , a private equity firm, from 2008 to 2010 . Ms . Bozilenko served as a Director at Olema Pharmaceuticals, Inc . (NASDAQ : OLMA) from 2010 to 2020 and as a Director at SynAct Pharma AB (Nasdaq Stockholm : SYNACT) from 2021 to 2024 . Ms . Bozilenko completed her bachelor ’ s degree in biochemistry and master ’ s degree in social sciences at The University of Chicago in 1986 and 1987 , respectively . Dr . Debra Yu, aged 60 , was appointed as an independent non - executive Director on November 25 , 2024 . Dr . Yu is a member of the Remuneration Committee . Dr . Yu is currently the chief operating officer and partner at Panacea Venture . She also serves as a board member at MeiraGTx Holdings PLC (NASDAQ : MGTX) and an independent non - executive director of JW (Cayman) Therapeutics Co . Ltd, a company listed on The Stock Exchange of Hong Kong Limited (stock code : 2126 ) . She served as the president at LianBio from 2019 to 2022 , and initially also as the chief business officer from 2019 to 2021 and then as the chief strategy officer from 2021 to 2022 . She was the managing director and head of cross border healthcare investment banking at China Renaissance Securities (U . S . ) from 2016 to 2019 . Since 2009 , she is the managing director of Labrador Advisors, LLC, where she advised numerous cross - border partnerships and licensing transactions from 2009 to 2016 . Earlier, she was vice president, strategy at WuXi AppTec, Inc . from 2008 to 2009 , and a senior director and team leader at Pfizer, Inc . from 2004 to 2008 in the venture capital team and the Worldwide Business Development organization . She was a general partner of Delphi Ventures from 1995 to 1998 and the managing director of Bay City Capital from 1998 to 2001 . She held positions at McKinsey & Co . between 1992 and 1995 and at Morgan Stanley from 1987 to 1988 . She received a bachelor ’ s degree with high honors in molecular biology from Princeton University in 1986 and earned a medical degree from Harvard Medical School in 1992 . Marc E . Lippman, MD, aged 79 , was appointed as an independent non - executive Director on January 2 , 2025 . Dr . Lippman is a member of the Nomination Committee . Dr . Lippman is a professor of Oncology and Internal Medicine at Georgetown University . Previously, Dr . Lippman was named the Kathleen and Stanley Glaser Professor of Medicine at the University of Miami Leonard M . Miller School of Medicine, and was named Chairman of the Department of Medicine in May 2007 . Previously, Dr . Lippman was the John G . Searle Professor and Chair of Internal Medicine at the University of Michigan, Ann Arbor . Dr Lippman has served as Head of the Medical Breast Cancer Section, Medicine Branch, at the National Institutes of Health and was a Senior Investigator at the National Cancer Institute . Dr . Lippman received his bachelor ’ s degree in Chemistry from Cornell University, magna cum laude, in June 1964 and medical school degree at Yale Medical School in June 1968 . He completed his residency at the Osler Medical Service, John Hopkins Hospital and a Fellowship in Endocrinology at Yale Medical School . Dr . Lippman is widely known for his research in breast cancer . Throughout his career he has received numerous awards, including the First American Cancer Society Lectureship and Prize at the American Society of Clinical Oncology Meeting in Orlando, Florida in May 1993 ; the American Association for Cancer Research Rosenthal Award ; and the Brinker Award for Basic Science of the Komen Foundation . Dr . Lippman also owns several patents .
Ascentage Pharma Group International 46 Directors and Senior Management Dr . Lippman is a member of the Association of American Physicians, the American Society for Clinical Investigation, the American Society of Biological Chemists, the American Association for Cancer Research and the American Society of Clinical Oncology . Dr . Lippman previously served on the board of directors of Seagen Inc . , a public company which was acquired by Pfizer Inc . (NYSE : PFE) . He is currently on the board of directors of Radiance Biopharma, Inc . , a biotech start - up . As a researcher, Dr . Lippman has published over 500 peer - reviewed articles . In addition, he has authored many books and contributed many chapters based on his breast cancer research, including a textbook on breast disease . He has served on the editorial boards of numerous publications, including Breast Cancer Research and Treatment, for which he serves as editor - in - chief . He has previously been editor - in - chief of Endocrine - Related Cancer . SENIOR MANAGEMENT Yang Dajun ( ὺབྷ ) , M . D . , Ph . D . , aged 62 , is the Chairman , chief executive officer and an executive Director . Please refer to “ Directors – Executive Director ” in this section for his biography . Zhai Yifan ( 㘏аᐶ ) , M . D . , Ph . D . , aged 62 , is our chief medical officer . Dr . Zhai joined our Group in July 2013 . For position with other members of the Group , Dr . Zhai is the founder and a director of Healthquest Pharma . Being the author of more than 27 academic papers , Dr . Zhai has over 26 years of experience in cancer research and new drug development since 1984 . Dr . Zhai was a postdoctoral fellow at the surgery branch , National Cancer Institute between 1993 and 1996 . She also served as a scientist at Human Genome Sciences Inc . , now GSK , between 1996 and 1999 ; senior research scientist at Bayer Pharmaceuticals Corp . between 1999 and 2001 ; director of the department of pharmacology at Exelixis Inc . between 2001 and 2003 ; President of HealthQuest Inc . between 2003 and 2005 ; and chief scientific officer at Oncomax Acquisition Corp . between 2005 and 2007 . Dr . Zhai served as executive director of Anaborex (Shanghai ) R & D Co . , Ltd . between 2007 and 2008 . She joined Celladon Corporation as chief scientific officer in 2007 until 2010 . She founded Healthquest Pharma in July 2012 and served as president and chief executive officer ( 俆ᑝว㹼ᇈ ) . Dr . Zhai was the president of Chinese Biopharmaceutical Association - USA ( 㖾഻㨟Ӫ⭏⢙䟛㰕、ᢰ ᴳ ) from 2009 to 2010 . Dr . Zhai obtained her Medicine degree (M . D . ) from Sun Yat - sen University of Medical Sciences ( ѝኡ䟛、བྷᆨ ) (now renamed as the Sun Yat - sen University ( ѝኡབྷᆨ )) in July 1984 , and received her Ph . D . degree in Pharmacology and Toxicology from Michigan State University in the United States in August 1993 . Dr . Zhai is the spouse of Dr . Yang who is our chairman of the Board and chief executive officer . Raymond Jeffrey Kmetz , aged 67 , has been the chief business officer since February 1 , 2019 . Mr . Kmetz has more than 19 years of experience in management of the formulation and execution of drug commercialization strategies . From February 2001 to August 2007 , he was associate director of oncology marketing at Berlex Laboratories Inc . , which provides medicine to patients and healthcare providers . Mr . Kmetz joined Bayer Corporation (a multinational pharmaceutical and life science company) in August 2007 , initially as director of global strategic marketing and later as hematology franchise head until December 2010 . From 2010 to 2012 , he was the director of marketing at Alexion Pharmaceuticals, Inc . , which is an ultra - orphan/rare disease biotech company listed on NASDAQ (stock code : ALXN) . Mr . Kmetz joined Pharmacyclics LLC . , a biopharmaceutical company focusing on development of cancer therapies, as senior director in marketing from July 2012 and later as head of commercial development (vice president) until March 2018 . From April 2018 to October 2018 , he was a chief business officer in Pulse Biosciences Inc . , a clinical stage medical device company listed on NASDAQ (stock code : PLSE), responsible for developing business strategies for clinical and commercial development for immune oncology technology .
ANNUAL REPORT 2024 47 Directors and Senior Management Mr . Kmetz obtained a Bachelor ’ s degree in Science, Biology from Virginia Tech in the United States in June 1980 . He also received a Marketing Certificate from Anderson School of Business at the University of California, Los Angeles in the United States in September 2003 . Thomas Joseph Knapp , aged 72 , is the senior vice president, general counsel . Mr . Knapp joined our Group in September 2018 serving as senior vice president in legal affairs and was promoted to senior vice president, general counsel of our Group in March 2019 . Mr . Knapp has more than 40 years of experience in the legal, regulatory and compliance fields, with particular focus in pharmaceutical and biotech companies . He was appointed as the assistant attorney general of State of Illinois, Chicago in September 1978 and later served in various legal positions, including as labor counsel of The Burlington Northern & Santa Fe Railway Co . From May 1996 to June 1998 and November 1999 to March 2002 , he was of counsel at Paul Hastings LLP while acting as the assistant general counsel of The Boeing Company between June 1998 and October 1999 . From March 2003 to May 2008 , he was vice president, general counsel and corporate secretary at Northwestern Corporation, a publicly - owned utility company in the United States which is listed on the New York Stock Exchange (stock code : NWE) . From August 2009 to February 2010 , he was of counsel at Exemplar Law Partners, LLC, advising clients on renewable energy, financing funding and various issues . From February 2010 to May 2015 , he was executive vice president, chief legal officer and corporate secretary of Sucampo Pharmaceuticals, Inc . , a global biopharmaceutical company . From June 2015 to January 2018 , he was the interim general counsel and corporate secretary at Galena Biopharma, Inc . , a biopharmaceutical company previously listed on NASDAQ with development stage targeted oncology therapeutics . From January 2018 to February 2019 , after the merger of Galena Biopharma, Inc . and SELLAS Life Sciences Group, he became consultant at SELLAS Life Sciences Group, Inc . which is a listed company on NASDAQ (stock code : SLS) . He also has been a legal consultant providing outside general counsel services to various pharmaceutical, biotech and IT companies from January 2018 to September 2018 , and was a member of the board of directors and the audit, compensation and nominating committees of Osiris Therapeutics, Inc . , a company listed on NASDAQ (stock code : OSIR) from February 2017 to April 2019 . Mr . Knapp obtained a Bachelor ’ s degree in Political Science/Business from the University of Illinois - Urbana in the United States in May 1974 . He also received a Juris Doctor degree from the Loyola University of Law in the United States in June 1977 . He is licensed to practice law in the District of Columbia of the United States and U . S . Supreme Court since 1980 and 1987 , respectively . He was also a mediation panelist of the American Bar Association from 2015 to 2018 . COMPANY SECRETARY Wong Cheung Ki Johnny ( ⦻ㄐᰇ ) , was appointed as the company secretary of our Company on July 30 , 2018 and is responsible for our company secretarial affairs . Mr . Wong resigned as the company secretary of our Company with effect from February 25 , 2025 . Mr . Wong has more than 14 years of experience in the area of accounting and financial management . Currently , Mr . Wong is the sole proprietor of Jovial Wings CPA Company . From April 2016 to Feb 2025 , Mr . Wong was a company secretary of China MeiDong Auto Holdings Limited (stock code : 1268 ), which is listed on the Main Board of the Stock Exchange . From January 2020 to May 2021 , he was a joint company secretary of China Hongguang Holdings Limited (stock code : 8646 ), a company listed on the GEM of the Stock Exchange . From April 2016 to June 2022 , he was a company secretary of Zheng Li Holdings Limited (now known as Zhongshi Minan Holdings Limited) (stock code : 8283 ), a company listed on GEM of the Stock Exchange .
Ascentage Pharma Group International 48 Directors and Senior Management Mr . Wong received a Bachelor ’ s degree in Business Administration in Accounting from the Hong Kong University of Science and Technology in November 2005 . He also obtained a Master ’ s degree in Corporate Governance from the Hong Kong Polytechnic University in September 2016 . Mr . Wong is currently a certified public accountant, a fellow of the Hong Kong Institute of Certified Public Accountants, and a fellow of The Hong Kong Chartered Governance Institute (the “ HKCGI ” , formerly known as “ The Hong Kong Institute of Chartered Secretaries ” ) and The Chartered Governance Institute (the “ CGI ” , formerly known as “ The Institute of Chartered Secretaries and Administrators ” ) . Ms . Chan Charmayne was appointed as the company secretary of our Company with effect from February 25 , 2025 and is responsible for our company secretarial affairs . She has worked for Acclime Corporate Services Limited, a corporate services provider, since September 2018 and was appointed as its director in July 2019 . She has over 17 years of experience in company secretarial field . She had served in a law firm and listed companies and had extensive experience in performing full range of company secretarial duties of listed companies (Main and GEM boards of the Stock Exchange) and private companies of major jurisdictions . She is currently the Company Secretary of PuraPharm Corporation Limited (stock code : 1498 ), Fineland Living Services Group Limited (stock code : 9978 ), Bright Future Technology Holdings Limited (stock code : 1351 ), China MeiDong Auto Holdings Limited (stock code : 1268 ) and Xinyuan Property Management Service (Cayman) Limited (stock code : 1895 ) and a joint company secretary for each of Redsun Services Group Limited (stock code : 1971 ), Redsun Properties Group Limited (stock code : 1996 ) and Wise Living Technology Co . , Ltd (stock code : 2481 ) . Ms . Chan has been a Chartered Governance Professional awarded by CGI and HKCGI since March 2019 and an associate member of the HKCGI since January 2014 and an elected associate of the CGI since January 2014 . She obtained a master ’ s degree in corporate governance from the Hong Kong Polytechnic University in Hong Kong in October 2013 and a bachelor ’ s degree in business administration and management from the University of Huddersfield in the United Kingdom through distance education in November 2007 . Ms . Chan meets the qualification requirements for company secretary under Rule 3 . 28 of the Listing Rules .
ANNUAL REPORT 2024 49 Report of the Directors The Directors present their report and the audited consolidated financial statements for the Reporting Period . PRINCIPAL ACTIVITIES The Company is an exempted company incorporated in the Cayman Islands with limited liability on November 17 , 2017 . The Group is a global, integrated biopharmaceutical company engaged in discovering, developing and commercializing therapies to address global unmet medical needs primarily in hematological malignancies . Particulars of the Company ’ s principal subsidiaries as at December 31 , 2024 are set out in Note 1 to the consolidated financial statements . BUSINESS REVIEW A fair review of the business of the Group, the outlook of future development of the business of the Group as well as a discussion and analysis of the Group ’ s performance during the Reporting Period and the material factors underlying its financial performance and financial position as required by section 388 ( 2 ) and Schedule 5 to the Companies Ordinance (Chapter 622 of The Laws of Hong Kong) can be found in the section headed “ Management Discussion and Analysis ” of this annual report . The financial risk management objectives and policies of the Group are set out in Note 44 to the consolidated financial statements . The Group understands the importance of maintaining a good relationship with its employees, customers and suppliers to meet its immediate and long - term business goals . During the Reporting Period, there was no material and significant dispute between the Group and its employees, customers and suppliers . RESULTS AND DIVIDEND Details of the consolidated loss of the Group for the Reporting Period and the Group ’ s financial position as at December 31 , 2024 are set out in the consolidated financial statements . No dividend was paid or declared by the Company or other members of the Group during the years ended December 31 , 2023 and 2024 . The Board does not recommend payment of a dividend for the year ended December 31 , 2024 . ENVIRONMENTAL POLICIES AND PERFORMANCE The Group is committed to fulfilling social responsibility, promoting employee benefits and development, protecting the environment and giving back to the community and achieving sustainable growth . The Group endeavours to comply with the relevant laws and regulations regarding environmental protection and adopt effective measures to achieve efficient use of resources, waste reduction and energy saving . In accordance with Rule 13 . 91 and the Environmental, Social and Governance Reporting Guide contained in Appendix C 2 of the Listing Rules applicable to the financial year ended December 31 , 2024 , the Company ’ s environmental, social and governance report will be available on our website and the website of the Stock Exchange at the same time as the publication of this annual report .
Ascentage Pharma Group International 50 Report of the Directors PRINCIPAL RISKS AND UNCERTAINTIES The following list is a summary of certain principal risks and uncertainties faced by the Group, some of which are beyond its control: Risks Related to our Financial Position and Need for Additional Capital – We have incurred significant net losses in the Reporting Period and as we intend to continue to invest substantially in our business, we may not be able to achieve or sustain profitability in the future despite the commercialization of olverembatinib in China . – We will need to obtain additional financing to fund our operations, and if we are unable to obtain such financing, we may be unable to complete the development and commercialization of our drug candidates, including olverembatinib . – Raising additional capital may cause dilution to our Shareholders, restrict our operations or require us to relinquish rights to our technologies or drug candidates, including olverembatinib . – Our credit facility may not be available to us at all or on the same terms as it has in the past. – We have a limited history of generating revenues on which to evaluate our potential for future success and as a result it is difficult to evaluate our current business and predict our future performance . Risks Related to Clinical Development of our Drug Candidates – Outside of China, we have not obtained any marketing authorization for any of our drug candidates . We depend substantially on the success of olverembatinib and our other drug candidates, several of which are in clinical development . Clinical trials of our drug candidates may not be successful . – If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected . – If clinical trials of our drug candidates fail to demonstrate safety and efficacy to the satisfaction of the FDA, NMPA, EMA or other comparable regulatory authorities or do not otherwise produce positive results, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our drug candidates . – Clinical drug development involves a lengthy and expensive process with uncertain outcomes, and results of earlier studies and trials may not be predictive of future trial results . – Many of our drug candidates are being tested or used by patients who are critically ill, who may be unfit for certain medical interventions or for whom there are no other treatments or options, which can result in heightened risk of adverse events, including death . – Interim, initial, top - line and preliminary data from our clinical trials that we announce or publish from time to time may materially change as more patient data become available and are subject to audit and verification procedures . We may also selectively report data to explore certain trends that are interesting, but you may not agree with our assessment as to what might be material or appropriate . – We may not be successful in our efforts to identify or discover additional drug candidates . Due to our limited resources and access to capital, we must, and have in the past decided to, prioritize development of certain drug candidates ; these decisions may prove to be wrong and may adversely affect our business . – If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected .
ANNUAL REPORT 2024 51 Report of the Directors Risks Related to Obtaining Regulatory Approval for our Drug Candidates – The regulatory approval processes of the FDA, NMPA, EMA and other comparable regulatory authorities are lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our drug candidates, our business will be substantially harmed . – The FDA, NMPA and other comparable foreign regulatory authorities may not accept data from trials conducted in locations outside of their jurisdiction . – If we are unable to obtain NMPA approval for our drug candidates to be eligible for an expedited registration pathway as Category 1 drug candidates, the time and cost we incur to obtain regulatory approvals may increase . Even if we receive such Category 1 designation, it may not lead to a faster development, review or approval process . – Our drug candidates may cause undesirable adverse events or have other properties that could interrupt, delay or halt clinical trials, delay or prevent regulatory approval, limit the commercial profile of an approved label, or result in significant negative consequences following any regulatory approval . – Even if we receive regulatory approval for our drug candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our drug candidates . Risks Related to Commercialization of our Drug Candidates – We are substantially dependent on the commercial success of olverembatinib . If we are unable to maintain or increase sales of olverembatinib, our ability to generate revenue and our financial condition will be adversely affected . – If we are not able to obtain, or experience delays in obtaining, required regulatory approvals, we will not be able to commercialize our drug candidates, and our ability to generate revenue will be materially impaired . – Even if any of our drug candidates receives regulatory approval, they may fail to achieve the degree of market acceptance by physicians, patients, third - party payors and others in the medical community necessary for commercial success . – We manufacture and intend to continue to manufacture at least a portion of our drug candidates ourselves . Delays in completing and receiving regulatory approvals for our manufacturing facility could delay our development plans and thereby limit our revenues and growth . – Except for HQP 1351 which has already commenced commercialization, we may lack the necessary expertise, personnel and resources to successfully commercialize any of our other products that receive regulatory approval on our own or together with collaborators . – We face substantial competition, which may result in others discovering, developing or commercializing competing drugs before or more successfully than we do . – Even if we are able to commercialize any drug candidates, the drugs may become subject to unfavorable pricing regulations, third party reimbursement practices or healthcare reform initiatives, which could harm our business .
Ascentage Pharma Group International 52 Report of the Directors Risks Related to our Intellectual Property – If we are unable to protect our proprietary technology, or obtain and maintain patent protection for our product candidates, our competitors could develop and commercialize technology and drugs similar or identical to ours, and our ability to successfully commercialize our technology and drugs may be adversely affected . – We are dependent on licensed intellectual property . If we were to lose our rights to licensed intellectual property, we may not be able to continue developing or commercializing our product candidates, if approved . Risks Related to our Reliance on Third Parties – We rely on third parties to conduct our preclinical studies and clinical trials and we must work effectively with collaborators to develop our drug candidates . In many cases, our drug candidates, including olverembatinib, are studied in third - party studies, including in investigator - initiated trials . If these third parties do not successfully carry out their contractual duties or meet expected deadlines or fail to design, execute and complete appropriate and timely studies of our drug candidates, we may not be able to obtain regulatory approval for or commercialize our drug candidates and our business could be substantially harmed . – We expect to rely on third parties to manufacture at least a portion of our drug candidate supplies, and we intend to rely on third parties for at least a portion of the manufacturing process of our drug candidates, if approved, and drugs . Our business could be harmed if those third parties fail to provide us with sufficient quantities of product or fail to do so at acceptable quality levels or prices . – We have entered into collaborations and may form or seek collaborations or strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements . Risks Related to our Industry, Business and Operations – Our future success depends on our ability to retain our key executives and scientists, and to attract, retain and motivate qualified personnel . – Our employees, independent contractors, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including non - compliance with regulatory standards and requirements . – Any failure to comply with applicable regulations and industry standards or obtain various licenses and permits could harm our reputation and our business, results of operations and prospects . – If our manufacturing facilities are damaged or destroyed or production at such facilities is otherwise interrupted, our business and prospects would be negatively affected . – We have significantly increased our research, development, manufacturing, and commercial capabilities, and we may experience difficulties in managing our growth . – Any failure to comply with applicable regulations and industry standards or obtain or maintain various licenses and permits could harm our reputation and our business, results of operations and prospects .
ANNUAL REPORT 2024 53 Report of the Directors Risks Related to our Doing Business in the PRC – The pharmaceutical industry in the PRC is highly regulated and such regulations are subject to change which may affect approval and commercialization of our drugs and with future capital - raising activities . – Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies . – We may be restricted from transferring our scientific data abroad. – In the future, we may rely to some extent on dividends and other distributions on equity from our principal operating subsidiaries to fund offshore cash and financing requirements . – We and our Shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a PRC establishment of a non - PRC company, or other assets attributable to a PRC establishment of a non - PRC company . – Restrictions on currency exchange may limit our ability to utilize our revenue effectively. – Collaborations with entities or educational institutions in the United States may be suspended or terminated . Trade - related tensions between the United States and China remain an important source of potential risk . The conclusion of the Economic and Trade Agreement between the two countries in January 2020 halted the cycle of escalatory import tariffs imposed by both countries and resulted in a reduction of certain tariffs on Chinese imports, but the United States continues to impose tariffs on Chinese imports . Trade tensions between China and the United States may intensify in the future, and such tensions may cause our collaborators to suspend or terminate their collaboration . Risks related to our ordinary shares and the ADSs – The dual listing of our ordinary shares and the ADSs may adversely affect the liquidity and value of the ADSs and ordinary shares . – The trading prices of the ADSs are likely to be volatile, which could result in substantial losses to you. – We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future . If we fail to implement and maintain an effective system of internal controls to remediate our material weakness over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of the ADSs may be materially and adversely affected . COMPLIANCE WITH THE RELEVANT LAWS AND REGULATIONS As far as the Board and management are aware, the Group has complied in all material aspects with the relevant laws and regulations that have a significant impact on the business and operation of the Group . During the year ended December 31 , 2024 , there was no material breach of, or non - compliance with, applicable laws and regulations by the Group . MAJOR CUSTOMERS AND SUPPLIERS Revenue attributable to the Group ’ s five largest customers and the largest customer accounted for 97 . 8 % and 69 . 2 % , respectively, of the Group ’ s total revenue for the Reporting Period . Purchases attributable to the Group ’ s five largest suppliers and the largest supplier accounted for 12 . 35 % and 4 . 25 % , respectively, of the Group ’ s total purchases for the Reporting Period .
Ascentage Pharma Group International 54 Report of the Directors None of the Directors or any of their close associates (as defined in the Listing Rules) or any Shareholders (whom, to the best knowledge and belief of the Directors, own more than 5 % of the Company ’ s total issued share capital) had a material interest in the Group ’ s five largest customers or suppliers during the Reporting Period . PRE - EMPTIVE RIGHTS There are no provisions for pre - emptive rights under the Articles of Association or the laws of the Cayman Islands which would oblige the Company to offer new Shares on a pro - rata basis to the existing Shareholders . TAX RELIEF AND EXEMPTION The Directors are not aware of any tax relief and exemption available to the Shareholders by reason of their holding of the Company ’ s securities . SUBSIDIARIES Particulars of the Company ’ s subsidiaries are set out in Note 1 to the consolidated financial statements in this annual report . PROPERTY, PLANT AND EQUIPMENT Details of movements in the property, plant and equipment of the Company and the Group during the year ended December 31 , 2024 are set out in Note 14 to the consolidated financial statements . SHARE CAPITAL AND SHARES ISSUED Details of movements in the share capital of the Company for the year ended December 31 , 2024 and details of the Shares issued during the year ended December 31 , 2024 are set out in Note 32 to the consolidated financial statements . DONATION During the year ended December 31 , 2024 , the Group made RMB 4 . 3 million of charitable donations to Quzhou Medical Health and Community Development Foundation, RMB 0 . 6 million of charitable donations to Beijing Dadi Medical Charity Foundation, RMB 0 . 4 million of charitable donations to China Primary Health Care Foundation and RMB 1 . 0 million of charitable donations to other foundations . DEBENTURE ISSUED The Group did not issue any debenture during the year ended December 31 , 2024 . EQUITY - LINKED AGREEMENTS Save for the Pre - IPO Share Option Scheme, the Post - IPO Share Option Scheme, the 2018 RSU Scheme, the 2021 RSU Scheme and the 2022 RSU Scheme as set out in this annual report, no equity - linked agreements were entered into by the Group, or existed during the year ended December 31 , 2024 . DIVIDENDS The Board does not recommend the distribution of a final dividend for the year ended December 31 , 2024 ( 2023 : Nil) . PERMITTED INDEMNITY Pursuant to the Articles of Association and subject to the applicable laws and regulation, every Director shall be indemnified and secured harmless out of the assets and profits of the Company against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain in or about the execution of their duty in their offices . Such permitted indemnity provision has been in force for the year ended December 31 , 2024 . The Company has taken out liability insurance to provide appropriate coverage for the Directors .
ANNUAL REPORT 2024 55 Report of the Directors DISTRIBUTABLE RESERVES As at December 31 , 2024 , the Company did not have any distributable reserves . BANK LOANS AND OTHER BORROWINGS Particulars of bank loans and other borrowings of the Group as at December 31 , 2024 are set out in the section headed “ Management Discussion and Analysis ” in this annual report and Note 29 to the consolidated financial statements in this annual report . DIRECTORS ’ SERVICE CONTRACTS Each of our executive Directors has entered into a service contract with the Company for an initial term of three years with effect from the Listing Date and subject to termination in accordance with his respective terms . Each of the non - executive Directors in office during the Reporting Period has signed a letter of appointment with the Company for an initial term of three years with effect from the Listing Date and subject to termination in accordance with their respective terms . Each of the independent non - executive Directors in office during the Reporting Period has signed a letter of appointment with the Company for an initial term of three years with effect from the Listing Date (except for Dr . Sidransky, Ms . Marina S . Bozilenko, Dr . Debra Yu and Marc E . Lippman, MD whose terms of appointment are three years commencing on May 10 , 2021 , November 25 , 2024 ; November 25 , 2024 and January 2 , 2025 , respectively) and subject to termination in accordance with their respective terms . The above appointments are always subject to the provisions of retirement and rotation of directors under the Articles of Association . Save as disclosed above, none of the Directors has entered into any service contract with the Company or any of its subsidiaries (excluding contracts expiring or determinable by the Company within one year without payment of compensation, other than statutory compensation) . REMUNERATION OF DIRECTORS, SENIOR MANAGEMENT AND THE FIVE HIGHEST PAID INDIVIDUALS The Directors ’ fees and other emoluments are supervised by the Remuneration Committee and determined by the Board with reference to the Directors ’ duties, responsibilities and performance and the results of the Company as well as the prevailing market conditions . Details of the remuneration of the Directors, senior management and the five highest paid individuals are set out in Note 9 (b), Note 10 and Note 39 (b) to the consolidated financial statements . None of the Directors waived or agreed to waive any remuneration and there were no emoluments paid by the Group to any of the Directors or any of the five highest paid individuals as an inducement to join, or upon joining the Group, or as compensation for loss of office . D IR E C T O R S ’ IN T E R E S T S IN T R A N S A C T IO N S , A R R A N G E ME N T S O R C O N T R A C T S O F SIGNIFICANCE Save as disclosed in the Note 39 to the consolidated financial statements, none of the Directors nor any entity connected with the Directors had a material interest, either directly or indirectly, in any transactions, arrangements or contracts of significance to which the Company, its holding company, or any of its subsidiaries or fellow subsidiaries was a party subsisting during or at the end of the year ended December 31 , 2024 .
Ascentage Pharma Group International 56 Report of the Directors CONTROLLING SHAREHOLDER ’ S INTERESTS IN SIGNIFICANT CONTRACTS At no time during the Reporting Period had the Company or any of its subsidiaries, and any of the controlling shareholders (as defined in the Listing Rules) of the Company or any of their subsidiaries (as the case may be) entered into any contract of significance or any contract of significance for the provision of services by any such controlling shareholders or their subsidiaries (as the case may be) to the Company or any of its subsidiaries . MANAGEMENT CONTRACTS No contract, concerning the management and administration of the whole or any substantial part of the business of the Company was entered into or existed during the year ended December 31 , 2024 . DIRECTORS OF SUBSIDIARIES Other than the Directors and senior management named in the section headed “ Directors and Senior Management ” of this annual report, the persons who serve on the boards of the subsidiaries of the Company as at the date of this annual report include each of Zhang Yubin and Ho Chong who serves as a director of Ascentage Suzhou and Ascentage Australia, respectively . DIRECTORS ’ INTERESTS IN COMPETING BUSINESSES During the Reporting Period and up to the date of this annual report, none of the Directors is considered to have interests in businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Group pursuant to the Listing Rules . In relation to Dr . Wang ’ s interest in OncoFusion Therapeutics, Inc . , Medsyn Biopharma LLC, and Oncopia Therapeutics, Inc . (the “ Retained Business ” ), the Directors are of the view that the Retained Business does not compete or is not likely to compete with the business of the Group since (i) there is clear business delineation between the Retained Business and the Group ’ s core business in terms of their drug targets, technological platform and stage of product development ; and (ii) the drug candidates of the Retained Business are still in preclinical stage . For further details, please refer to the section headed “ Relationship with Controlling Shareholders ” in the Prospectus . NON - COMPETITION ARRANGEMENTS Each of the Substantial Shareholders provided certain non - competition undertakings in favor of the Company, pursuant to which the said parties have given certain non - competition undertakings to the Company . Details of the non - competition agreements are set out in the section headed “ Relationship with Controlling Shareholders – Non - Competition Undertaking ” in the Prospectus . The Substantial Shareholders confirmed that they have complied with the non - competition undertakings for the Reporting Period . The independent non - executive Directors have conducted such review for the Reporting Period and also reviewed the relevant undertakings and are satisfied that the non - competition undertakings have been fully complied with . UPDATE ON DIRECTORS ’ INFORMATION Save as disclosed herein, there is no change in information of Directors, since the date of publication of the interim report of the Company for the six months ended June 30 , 2024 , which are required to be disclosed pursuant to Rule 13 . 51 B( 1 ) of the Listing Rules . (1) Dr . Yin Zheng has resigned as an independent non - executive Director, the chairman of the Remuneration Committee and a member of the Audit Committee with effect from June 7 , 2024 . (2) Mr . Ye Changqing ceased to be an independent director of VNET Group, Inc . , a company listed on NASDAQ (stock code : VNET) and NWTN Inc . , a company listed on NASDAQ (stock code : NWTN) on 31 October 2024 and 6 December 2024 , respectively . (3) Ms . Marina S . Bozilenko was appointed as an independent non - executive Director of the Company with effect from November 25 , 2024 . (4) Dr . Debra Yu was appointed as an independent non - executive Director of the Company with effect from November 25 , 2024 . (5) Marc E . Lippman, MD was appointed as an independent non - executive Director of the Company with effect from January 2 , 2025 .
ANNUAL REPORT 2024 57 Report of the Directors DIRECTORS ’ AND CHIEF EXECUTIVES ’ INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY OF ITS ASSOCIATED CORPORATIONS To the best of the Company ’ s knowledge after having made reasonable inquiry, as at December 31 , 2024 , the interests and short positions of the Directors or chief executives of our Company in any of the Shares, underlying Shares and debentures of our Company or its associated corporation (within the meaning of Part XV of the SFO), as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code as contained in Appendix C 3 to the Listing Rules were as follows : Approximate percentage of shareholding interest Number of Ordinary Shares Nature of Interest (1) Name of Director or chief executive 19.24% 60,665,461 Interest of controlled corporation (4) Dr. Yang Interests held jointly with other persons (2) Interest of spouse (3) Settlor of discretionary trust (4) Beneficial owner (11) 19.24% 60,665,461 Interest of controlled corporation (4) Dr. Wang Interests held jointly with other persons (2) Settlor of discretionary trust (4) 19.24% 60,665,461 Interest of controlled corporation (5) Dr. Zhai Interest held jointly with other persons (2) Interest of spouse (3) Settlor of a discretionary trust (5) Beneficial owner (10) 0.01% 41,457 Beneficial owner (6) Dr. Lu Simon Dazhong 0.00% 6,723 Beneficial owner (7) Mr. Ye Changqing 0.00% 6,723 Beneficial owner (8) Mr. Ren Wei 0.00% 7,981 Beneficial owner (9) Dr. David Sidransky
Ascentage Pharma Group International 58 Report of the Directors Notes: 1. All interests stated are long position. 2. Dr . Yang, Dr . Guo, Dr . Wang, Dr . Zhai and Dr . Zhai SPV are parties to the Concert Party Confirmation Deed, according to which they have been actively cooperating, communicating and acting in concert with each other with respect to their interests in or the business of the relevant members of our Group since December 5 , 2016 and will continue to act in concert after Listing . Accordingly, each of Dr . Yang, Dr . Guo, Dr . Wang, Dr . Zhai and Dr . Zhai SPV is deemed to be interested in an aggregate of 19 . 24 % shareholding interest in our Company . 3. Dr. Yang and Dr. Zhai are spouse and are therefore deemed to be interested in the Shares held by each other under the SFO. 4. The Yang Family Trust, the Wang Family Trust and the Guo Family Trust were respectively established by Dr . Yang, Dr . Wang and Dr . Guo as settlor for the benefits of their respective family members . South Dakota Trust is the trustee of each of the Founders Family Trusts . 5. Dr . Zhai SPV is beneficially owned by (i) Dr . Zhai ( 3 % ) and (ii) the Zhai Family Trust ( 97 % ) . The Zhai Family Trust was established by Dr . Zhai as settlor for the benefits of her family members . South Dakota Trust is the trustee of the Zhai Family Trust . Dr . Zhai is also a director of Dr . Zhai SPV . 6. Interests in share options granted pursuant to the Pre - IPO Share Option Scheme. 7. Mr . Ye Changqing is interested in RSUs granted to him under the 2021 RSU Scheme entitling him to receive 8 , 964 shares . As at December 31 , 2024 , 2 , 241 RSUs remain unvested . 8. Mr . Ren Wei is interested in RSUs granted to him under the 2021 RSU Scheme entitling him to receive 8 , 964 shares . As at December 31 , 2024 , 2 , 241 RSUs remain unvested . 9. Dr . David Sidransky is interested in RSUs granted to him under the 2021 RSU Scheme entitling him to receive 10 , 641 shares . As at December 31 , 2024 , 2 , 660 RSUs remain unvested . 10. Dr . Zhai is interested in RSUs granted to her under the 2022 RSU Scheme entitling her to receive 100 , 000 shares, as at December 31 , 2024 , 40 , 000 RSUs remain unvested . On May 19 , 2023 , Dr . Zhai was granted 126 , 000 RSUs under the 2018 RSU Scheme, as at December 31 , 2024 , all RSUs granted under the 2018 RSU Scheme has been vested . 11. On May 19 , 2023 , Dr . Yang was granted 46 , 972 RSUs under the 2018 RSU Scheme, as at December 31 , 2024 , all RSUs granted under the 2018 RSU Scheme has been vested . 12. All interests are calculated based on the total Shares in issue as at December 31, 2024, being 315,224,993 Shares. Save as disclosed above, as at December 31 , 2024 , none of the Directors or chief executives of the Company had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations .
ANNUAL REPORT 2024 59 Report of the Directors SUBSTANTIAL SHAREHOLDERS ’ INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES As at December 31 , 2024 , so far as the Directors are aware, the following persons (other than the Directors or chief executives of the Company) had interests or short positions in the Shares or underlying Shares of the Company as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO : Substantial Shareholder Nature of Interest Number of Ordinary Shares Approximate percentage of shareholding interest Li Ju - Yun Interest of spouse (2) 60,665,461 19.24% Dr. Guo 60,665,461 19.24% Interest held jointly with other persons (3,5) Settlor of discretionary trust (5) Gao Sharon Xia Interest of spouse (4) 60,665,461 19.24% Dr. Zhai SPV 60,665,461 19.24% Beneficial owner Interest held jointly with other persons (3) South Dakota Trust Trustee (5,6) 53,801,751 (L) 17.06% Takeda Pharmaceuticals International AG Beneficial Owner 24,307,322 7.71% Takeda Pharmaceuticals Company Limited Interest of controlled corporation (7) 24,307,322 7.71% Notes: 1. (L) – Long position; (S) – Short position. 2. Ms. Li Ju - Yun is Dr. Wang ’ s spouse, and is therefore deemed to be interested in the Shares held by Dr. Wang. 3. Dr . Yang, Dr . Guo, Dr . Wang, Dr . Zhai and Dr . Zhai SPV are parties to the Concert Party Confirmation Deed, according to which they have been and will be actively cooperating, communicating and acting in concert with each other with respect to their interests in or the business of the relevant members of our Group since December 5 , 2016 and will continue to act in concert after Listing . Accordingly, each of Dr . Yang, Dr . Guo, Dr . Wang, Dr . Zhai and Dr . Zhai SPV is deemed to be interested in an aggregate of 19 . 24 % shareholding interest in our Company . 4. Ms. Gao Sharon Xia is Dr. Guo ’ s spouse, and is therefore deemed to be interested in the Shares held by Dr. Guo. 5. The Yang Family Trust, the Wang Family Trust and the Guo Family Trust were respectively established by Dr . Yang, Dr . Wang and Dr . Guo as settlor for the benefits of their respective family members . South Dakota Trust is the trustee of each of the Founders Family Trusts .
Ascentage Pharma Group International 60 Report of the Directors 6. Dr . Zhai SPV is beneficially owned by (i) Dr . Zhai ( 3 % ) and (ii) the Zhai Family Trust ( 97 % ) . The Zhai Family Trust was established by Dr . Zhai as settlor for the benefits of her family members . South Dakota Trust is the trustee of the Zhai Family Trust . Dr . Zhai is also a director of Dr . Zhai SPV . 7. Takeda Pharmaceuticals International AG is beneficially owned by Takeda Pharmaceuticals Company Limited . Therefore, Takeda Pharmaceuticals Company Limited is deemed to be interested in the Shares held by Takeda Pharmaceuticals International AG . 8. All interests are calculated based on the total Shares in issue as at December 31, 2024, being 315,224,993 Shares. EQUITY PLANS 1. Pre - IPO Share Option Scheme The purpose of the Pre - IPO Share Option Scheme is to reward the eligible participants who have contributed or will contribute to the Group and to encourage them to continue to work for the Group towards enhancing the value of the Shares which will benefit the Group and the Shareholders as a whole . A summary of the principal terms of the Pre - IPO Share Option Scheme is set out below : Eligible Participants Those eligible to participate in the Pre - IPO Share Option Scheme include any substantial shareholder, existing or incoming employees of the Group which include the directors (including executive directors, non - executive directors and independent non - executive directors) and any advisors, consultants, distributors, contractors, suppliers, agents, customers, business partners, joint venture business partners, promoters, service providers of any member of the Group who the Board considers, in its sole discretion, have contributed or will contribute to the Group . The basis of eligibility of any participant to the grant of any option shall be determined by the Board (or as the case may be, where required under the Listing Rules, the independent non - executive directors) from time to time on the basis of the participant ’ s contribution or potential contribution to the development and growth of the Group . Maximum Entitlement of Each Participant Unless approved by the Shareholders in a general meeting, the maximum number of Shares underlying the options granted to each eligible participant (including both exercised and outstanding options) in any 12 - month period shall not exceed 1 % of the Shares in issue for the time being . Maximum Number of Shares Available for Issue under the Pre - IPO Share Option Scheme The overall limit on the number of underlying shares which may be delivered pursuant to share options granted under the Pre - IPO Share Option Scheme is 12 , 307 , 533 Shares, representing 3 . 90 % of the issued capital of the Company, with a par value of US $ 0 . 0001 each as at December 31 , 2024 and 3 . 53 % of the issued capital of the Company as at the date of this annual report . As the overall limit of the Pre - IPO Share Option Scheme has been fully utilized, no further options are available for grant at the beginning and end of the Reporting Period . Consideration Consideration of HK $ 1 . 00 is required to be paid by the grantees for the grant of awards under the Pre - IPO Share Option Scheme .
ANNUAL REPORT 2024 61 Report of the Directors Determination of Exercise Price The exercise price of all the share options granted under the Pre - IPO Share Option Scheme is HK $ 0 . 01 as determined by the Board at the time of the grant . Life of the Pre - IPO Share Option Scheme The Pre - IPO Share Option Scheme was approved and adopted pursuant to the resolutions of the shareholders passed on July 13 , 2018 and may be terminated by the Board or the Company by ordinary resolution in general meeting . No further option will be granted or offered after the Listing Date . In the event of termination, the provisions of the Pre - IPO Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any subsisting options granted during the life of the Pre - IPO Share Option Scheme and which remain unexpired immediately prior to the termination of the Pre - IPO Share Option Scheme . Outstanding Share Options The table below shows details of the outstanding share options granted to all grantees under the Pre - IPO Share Option Scheme as at December 31 , 2024 . All the options under the Pre - IPO Share Option Scheme were granted on or before the Listing Date and no further options will be granted under the Pre - IPO Share Option Scheme after the Listing Date . For further details on the movement of the options during the Reporting Period, please see Note 34 to the consolidated financial statements and the below summary : Number of Outstanding Lapsed Cancelled Exercised Outstanding underlying Shares to be as at during the during the during the as at issued upon December 31, Reporting Reporting Reporting January 1, exercise of the 2024 Period Period Period 2024 Date of Grant option in full Relevant Grantee Directors of the Company 292,714 – – – 292,714 August 15, 2018 292,714 Tian Yuan (resigned on May 20, 2022) 292,714 – – – 292,714 August 15, 2018 292,714 Zhao Qun (resigned on March 31, 2021) 41,457 – – – 41,457 August 15, 2018 41,457 Lu Dazhong Simon 37,688 – – – 37,688 August 15, 2018 37,688 Liu Qian (resigned on May 20, 2022) Other grantees 215,325 – – 66,465 281,790 Between August 15,2018 1,376,454 45 administrative and other staff 1,727,673 – – 589,612 2,317,285 to September 16,2019 10,263,455 316 research and development staff 2,607,571 – – 656,077 3,263,648 Total Notes: 1. The vesting dates of the options and the period during which the options can be exercised are set forth in the relevant grant letters in accordance with the Pre - IPO Share Option Scheme and disclosed in the Prospectus . 2. All the options are exercisable upon vesting at an exercise price of HK $ 0 . 01 per Share . The weighted average closing price of the Shares immediately before the dates on which the options were exercised by the employees of the Group is HK $ 34 . 544 .
Ascentage Pharma Group International 62 Report of the Directors 2. Post - IPO Share Option Scheme The purpose of the Post - IPO Share Option Scheme is to enable the Company to grant options to eligible participants incentives or rewards for their contribution or potential contribution to the Group and to provide the eligible participants an opportunity to have a personal stake in the Company with the view to motivate the eligible participants to optimize their performance efficiency for the benefit of the Group ; attract and retain or otherwise maintain on - going business relationship with the eligible participants whose contributions are or will be beneficial to the long - term growth of the Group ; and/or for such purposes as the Board may approve from time to time . A summary of the principal terms of the Post - IPO Share Option Scheme is set out below : Eligible Participants The Board may, at its absolute discretion, offer to grant options to the following persons : (i) any executive director of, manager of, or other employee holding an executive, managerial, supervisory or similar position in any member of the Group, any full - time or part - time employee, or a person for the time being seconded to work full - time or part - time for any member of the Group ; (ii) a director or proposed director (including an independent non - executive director) of any member of the Group; (iii) any substantial shareholder of any member of the Group; (iv) a supplier of goods or services to any member of the Group; (v) a customer, consultant, business or joint venture partner, franchisee, contractor, agent or representative of any member of the Group; (vi) a person or entity that provides design, research, development or other support or any advisory, consultancy, professional or other services to any member of the Group; and (vii) an associate of any of the persons referred to in paragraphs (i) to (iii) above. Maximum Number of Shares Available for Issue under the Post - IPO Share Option Scheme The number of options available for grant under the overall limit of the Post - IPO Share Option Scheme is 20 , 707 , 462 Shares at the beginning of the Reporting Period and 20 , 707 , 462 Shares at the end of the Reporting Period . The maximum number of Shares which may be issued upon exercise of all options to be granted under the Post - IPO Share Option Scheme and any other schemes of our Group is 20 , 707 , 462 , being no more than 10 % of the Shares in issue as at the Listing Date (the “ Scheme Mandate Limit ” ), representing 5 . 95 % of the total issued shares of the Company as of the date of this annual report . The Scheme Mandate Limit may be refreshed at any time as the Board may think fit by obtaining prior approval of our Shareholders in general meeting and/or such other requirements prescribed under the Listing Rules from time to time . However, the refreshed Scheme Mandate Limit cannot exceed 10 % of the Shares in issue as at the date of such approval . Options previously granted under the Post - IPO Share Option Scheme and any other share option schemes of our Company (and to which provisions of Chapter 17 of the Listing Rules are applicable) (including those outstanding, cancelled or lapsed in accordance with its terms or exercised), shall not be counted for the purpose of calculating the refreshed Scheme Mandate Limit .
ANNUAL REPORT 2024 63 Report of the Directors The maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Post - IPO Share Option Scheme and any other schemes of the Group shall not exceed 30 % of the Shares in issue from time to time . No options may be granted under the Post - IPO Share Option Scheme and any other share option scheme of the Company if this will result in such limit being exceeded . As at December 31 , 2024 , no options had been granted, agreed to be granted, exercised, cancelled or lapsed pursuant to the Post - IPO Share Option Scheme and therefore the total number of Shares available for grant under the Post - IPO Share Option Scheme was 20 , 707 , 462 Shares, representing 6 . 57 % of the issued share capital of the Company as at December 31 , 2024 and 5 . 95 % of the issued capital of the Company as at the date of this annual report . Maximum Entitlement of Each Participant Unless approved by the Shareholders in a general meeting, the maximum number of Shares underlying the options granted to each eligible participant (including both exercised and outstanding options) in any 12 - month period shall not exceed 1 % of the Shares in issue for the time being . Life of the Post - IPO Share Option Scheme The Post - IPO Share Option Scheme shall be valid and effective fora period of 10 years from the Listing Date, after which no further options will be granted or offered but the provisions of the Post - IPO Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any subsisting options granted prior to the expiry of the 10 - years period or otherwise as may be required in accordance with the provisions of the Post - IPO Share Option Scheme . The remaining life of the Post - IPO Share Option Scheme is approximately four years and six months . Exercise Price Pursuant to the Post - IPO Share Option Scheme, the participants may subscribe for the Shares on the exercise of an option at the price determined by the Board provided that it shall be at least the highest of (a) the nominal value of a Share ; (b) the closing price of a Share as stated in the Stock Exchange ’ s daily quotations sheet on the date of grant ; and (c) the average closing price of a Share as stated in the Stock Exchange ’ s daily quotations sheets for the 5 business days (as defined in the Listing Rules) immediately preceding the date of grant . Consideration Consideration of HK $ 1 . 00 is required to be paid by the grantees for the grant of awards under the Post - IPO Share Option Scheme and such payment must be made within 28 days from the date the share option grant offer is made to the grantee . Minimum Holding Period, Versing and Performance Target Subject to the provisions of the Listing Rules, our Board may in its absolute discretion when offering the grant of an Option impose any conditions, restrictions or limitations in relation thereto in addition to those set forth in the Post - IPO Share Option Scheme as our Board may think fit (to be stated in the letter containing the offer of the grant of the Option) including (without prejudice to the generality of the foregoing) qualifying and/or continuing eligibility criteria, conditions, restrictions or limitations relating to the achievement of performance, operating or financial targets by our Company and/or the grantee, the satisfactory performance or maintenance by the grantee of certain conditions or obligations or the time or period before the right to exercise the Option in respect of all or any of our Shares shall vest provided that such terms or conditions shall not be inconsistent with any other terms or conditions of the Post - IPO Share Option Scheme .
Ascentage Pharma Group International 64 Report of the Directors Subscription Price The subscription price of a Share in respect of any particular Option shall be such price as our Board may in its absolute discretion determine at the time of grant of the relevant Option (and shall be stated in the letter containing the offer of the grant of the Option) but the subscription price shall not be less than whichever is the highest of (i) the nominal value of a Share ; (ii) the closing price of a Share as stated in the Stock Exchange ’ s daily quotations sheet on the date of grant ; and (iii) the average closing price of a Share as stated in the Stock Exchange ’ s daily quotations sheets for the 5 business days (as defined in the Listing Rules) immediately preceding the date of grant . Exercise of Options An Option shall be exercised in whole or in part (but if in part only, in respect of a board lot or any integral multiple thereof) within the Option period in the manner as set forth in the Post - IPO Share Option Scheme by the grantee (or his legal personal representative(s)) by giving notice in writing to the Company stating that the Option is thereby exercised and specifying the number of Shares in respect of which it is exercised . The exercise of any Option may be subject to a vesting schedule to be determined by the Board in its absolute discretion, which shall be specified in the offer letter . The exercise of any Option shall be subject to our Shareholders in general meeting approving any necessary increase in the authorised Share capital of our Company . 3. 2018 RSU Scheme The purpose of the 2018 RSU Scheme is to incentivize the existing and incoming Directors, senior management and employees for their contribution to the Group, to attract, motivate and retain skilled and experienced personnel to strive for the future development and expansion of the Group by providing them with the opportunity to own equity interests in the Company . Eligible Participants Persons eligible to receive RSUs under the 2018 RSU Scheme are existing or incoming employees, directors (whether executive or non - executive) or officers of our Company or any member of our Group . Our Board selects the eligible persons to receive RSUs under the 2018 RSU Scheme at its discretion . Maximum Entitlement of Each Participant Unless approved by the Shareholders in a general meeting, the maximum number of Shares underlying the options granted to each eligible participant (including both exercised and outstanding options) in any 12 - month period shall not exceed 1 % of the Shares in issue for the time being . Maximum Number of Shares pursuant to RSUs The maximum number of RSUs that may be granted under the 2018 RSU Scheme in aggregate shall be 5 , 274 , 657 ordinary shares representing 1 . 67 % of the issued shares of the Company as at December 31 , 2024 and 1 . 51 % of the issued capital of the Company as at the date of this annual report . The number of RSUs available for grant under the overall limit of the 2018 RSU Scheme is 2 , 087 , 693 Shares as at the beginning of the Reporting Period and 6 , 294 Shares as at the end of the Reporting Period . Life of the 2018 RSU Scheme The 2018 RSU Scheme will be valid and effective for a period of ten years, commencing on July 6 , 2018 . The remaining life of the 2018 RSU Scheme is approximately three years .
ANNUAL REPORT 2024 65 Report of the Directors Voting Rights The trustee of the 2018 RSU Scheme shall follow the instruction of the Board in respect of the exercise of voting rights in relation to the Shares underlying the RSUs of the 2018 RSU Scheme until the Shares underlying the RSUs of the 2018 RSU Scheme have been transferred outside of the trust to the personal accounts of the relevant participant(s) . As at the date of this annual report, the Company has not instructed the trustee of the 2018 RSU Scheme to exercise the voting rights of the Shares underlying the RSUs of the 2018 RSU Scheme since the adoption of the 2018 RSU Scheme, nor will it instruct the trustee of the 2018 RSU Scheme to do so over the course of the remainder of the life of the 2018 RSU Scheme . Grant of RSUs under the 2018 RSU Scheme On September 2 , 2024 , an aggregate of 2 , 081 , 399 RSUs, representing 2 , 081 , 399 Shares, have been re - granted under the 2018 RSU Scheme to 513 selected persons (the “ 2018 Selected Persons ” ) of the 2018 RSU Scheme (the “ 2018 Re - grant ” ), who are employees of the Group . To the best of the Directors ’ knowledge, information and belief, having made all reasonable enquiries, all of the 2018 Selected Persons are third parties independent of the Company and are not connected persons of the Company, and none of them is a director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or an associate (as defined under the Listing Rules) of any of them as at the date of the 2018 Re - grant . The abovementioned RSUs shall vest in accordance with the vesting criteria, conditions and time schedule as determined by the Board in its sole and absolute discretion with reference to, among other things, the location at which the abovementioned 2018 Selected Persons are based and the commencement date or duration of their employment . The Board has determined that vesting shall take place on September 2 , 2024 . The closing price of the shares on August 30 , 2024 , being the date immediately before the date on which the abovementioned RSUs were granted, was HK $ 33 . 15 . The abovementioned RSUs granted under the 2018 RSU Scheme would be satisfied by Shares issued and allotted to the RSU Holdco as the settlor of the 2018 RSU Scheme prior to the Listing . Please refer to the relevant announcements of the Company dated September 16 , 2020 , March 19 , 2021 , May 29 , 2023 and October 24 , 2024 for further details .
Ascentage Pharma Group International 66 Report of the Directors Further details of the 2018 RSU Scheme are set out in the Prospectus and Note 34 to the consolidated financial statements. There is no exercise price payable on the RSUs. Set out below are details of the movements of the outstanding RSUs granted under the 2018 RSU Scheme as at December 31, 2024: Outstanding as at December Lapsed during the year ended December 31 , Cancelled during the year ended December 31 , Exercised during the year ended December 31 , Fair value of RSUs granted during the year ended December Vesting period of RSUs Granted during the year ended December Outstanding as at January 1, 31, 2024 2024 2024 2024 31, 2024 granted 31, 2024 2024 Date of grant 0 – – 2,081,399 HK$33.95 September 2, 2024 2,081,399 – September 2, 2024 Staff Notes: 1. The weighted average closing price of the Shares immediately before the dates on which the RSUs granted under the 2018 RSU Scheme were exercised is HK $ 33 . 95 . The weighted average closing price of the Shares immediately before the dates on which the RSUs granted under the 2018 RSU Scheme were vested is HK $ 33 . 95 RSUs granted under the 2018 RSU Scheme which were cancelled during the Reporting Period have no exercise . 2. The Board may determine the vesting criteria, conditions and the time schedule when the RSUs will vest and such criteria, conditions and time schedule shall be stated in the grant letter . The vesting period of the RSUs granted under the 2018 RSU Scheme ranges from the date of grant to 39 months . Within a reasonable time after the vesting criteria, conditions and time schedule have been reached, fulfilled, satisfied or waived, the Board shall send the vesting notice to each of the relevant eligible participants . 3. The fair value of the RSUs granted during the year ended December 31 , 2024 was calculated based on the market price of the Company ’ s shares at the grant date . 4. During the Reporting Period, none of the RSUs have been granted to the five highest paid individuals of the Company, and none of the RSUs have been vested to the five highest paid individuals of the Company under the 2018 RSU Scheme . 4. 2021 RSU Scheme The purpose of the 2021 RSU Scheme is to incentivize the existing and incoming Directors, senior management and employees for their contribution to the Group, and to attract, motivate and retain skilled and experienced personnel to strive for the future development and expansion of the Group by providing them with the opportunity to own equity interests in the Company . Eligible Participants Persons eligible to receive RSUs under the 2021 RSU Scheme are existing or incoming employees, directors (whether executive or non - executive) or officers of our Company or any member of our Group . Our Board selects any eligible persons to receive RSUs under the 2021 RSU Scheme at its discretion . Maximum Number of Shares pursuant to RSUs The maximum number of RSUs that may be granted under the 2021 RSU Scheme in aggregate shall be 3 , 133 , 526 ordinary shares, representing 0 . 99 % of the issued shares of the Company as at December 31 , 2024 and 0 . 90 % of the issued capital of the Company as at the date of this annual report . The number of RSUs available for grant under the overall limit of the 2021 RSU Scheme is 1 , 264 , 839 Shares as at the beginning of the Reporting Period and 1 , 267 , 251 Shares as at the end of the Reporting Period . The maximum number of shares of the Company which may be issued upon exercise of all outstanding RSUs granted and yet to be exercised under the Share Option Scheme and any other schemes of the Company shall not exceed 30 % of the total number of shares of the Company in issue from time to time .
ANNUAL REPORT 2024 67 Report of the Directors As at December 31 , 2024 , the total number of shares available for issue under the 2021 Scheme is 41 , 552 Shares, representing approximately 0 . 013 % of the issues shares of the Company as at December 31 , 2024 and 0 . 012 % of the issued shares of the Company as at the date of this annual report . Maximum Entitlement of Each Eligible Participant The maximum number of shares issued and to be issued upon the exercise of RSUs granted to each Eligible Participants (including both exercised and outstanding RSUs) in any 12 - month period shall not exceed 1 % of the issued share capital of the Company . Any further grant of RSUs in excess of this limit is subject to shareholders ’ approval in general meeting of the Company . Life of the 2021 RSU Scheme The 2021 RSU Scheme will be valid and effective for a period of ten years, commencing on February 2 , 2021 . As at December 31 , 2024 , the remaining life of the RSU Scheme was approximately six years . Voting Rights Pursuant to trust deed for the 2021 RSU Scheme entered into between the Company and the Trustee, the Trustee shall not exercise the voting rights attached to the Shares held on trust by it . Grant of RSUs under the 2021 RSU Scheme During the Reporting Period, no RSUs were granted under the 2021 RSU Scheme . Further details of the 2021 RSU Scheme are set out in the relevant announcements of the Company dated February 2 , 2021 and May 29 , 2023 .
Ascentage Pharma Group International 68 Report of the Directors There is no exercise price payable on the RSUs. Set out below are details of the movements of the outstanding RSUs granted under the 2021 RSU Scheme as at December 31, 2024: Date of grant Outstanding as at January 1, 2024 Granted during the Vesting period Reporting of RSUs Period granted Exercised during the Reporting Period Cancelled during the Reporting Period Dr. Sidransky July 23, 2021 10,641 – The RSUs shall vest in four tranches of 25%, 25%, – – Lapsed Outstanding during the as at Reporting December 31 , Period 2024 – 10,641 – 4,482 July 23, 2021 Mr. Ye – 4,482 July 23, 2021 Dr. Yin – 4,482 July 23, 2021 Mr. Ren 2,241 – – 2,241 2,241 – – 2,241 2,241 – – 2,241 25% and 25% on June 8, 2022, June 8, 2023, June 8, 2024 and June 8, 2025, respectively. The RSUs shall vest in four tranches of 25%, 25%, 25% and 25% on June 8, 2022, June 8, 2023, June 8, 2024 and June 8, 2025, respectively. The RSUs shall vest in four tranches of 25%, 25%, 25% and 25% on June 8, 2022, June 8, 2023, June 8, 2024 and June 8, 2025, respectively. The RSUs shall vest in four tranches of 25%, 25%, 25% and 25% on June 8, 2022, June 8, 2023, June 8, 2024 and June 8, 2025, respectively. 24,188 2,412 – 58,311 – • 31,310 RSUs shall vest in four tranches of 35%, 15%, 25% and 25% on June 8, 2021, June 8, 2022, June 8, 2023 and June 8, 2024, respectively. 84,911 May 17, 2021 Staff • 8,867 RSUs shall vest in four tranches of 25%, 25%, 25% and 25% on June 8, 2021, June 8, 2022, June 8, 2023 and June 8, 2024, respectively. • 22,475 RSUs shall vest in four tranches of 35%, 15%, 25% and 25% on June 8, 2022, June 8, 2023, June 8, 2024 and June 8, 2025, respectively. • 22,259 RSUs shall vest in four tranches of 25%, 25%, 25% and 25% on June 8, 2022, June 8, 2023, June 8, 2024 and June 8, 2025, respectively. Notes: 1 . The weighted average closing price of the Shares immediately before the dates on which the RSUs granted under the 2021 RSU Scheme were exercised is HK $ 19 . 70 . The weighted average closing price of the Shares immediately before the dates on which the RSUs granted under the 2021 RSU Scheme were vested is HK $ 19 . 70 .
ANNUAL REPORT 2024 69 Report of the Directors 2. The Board may determine the vesting criteria, conditions and the time schedule when the RSUs will vest and such criteria, conditions and time schedule shall be stated in the grant letter . The vesting period of the RSUs granted under the 2021 RSU Scheme ranges from approximately 11 months to approximately 47 months . Within a reasonable time after the vesting criteria, conditions and time schedule have been reached, fulfilled, satisfied or waived, the Board shall send the vesting notice to each of the relevant Eligible Participants . 3. During the Reporting Period none of the RSUs have been vested to the five highest paid individuals of the Company under the 2021 RSU Scheme . 5. 2022 RSU Scheme The purpose of the 2022 RSU Scheme is to incentivize the existing and incoming Directors, senior management and employees for their contribution to the Group, and to attract, motivate and retain skilled and experienced personnel to strive for the future development and expansion of the Group by providing them with the opportunity to own equity interests in the Company . Eligible Participants Persons eligible to receive RSUs under the 2022 RSU Scheme are existing or incoming employees, directors (whether executive or non - executive) or officers of our Company or any member of our Group . Our Board selects any eligible persons to receive RSUs under the 2022 RSU Scheme at its discretion . Maximum Number of Shares pursuant to RSUs The maximum number of RSUs that may be granted under the 2022 RSU Scheme in aggregate (excluding RSUs that have lapsed or been cancelled in accordance with the rules of the 2022 RSU Scheme) shall be 5 , 272 , 695 ordinary shares, representing 1 . 67 % of the issued shares of the Company as at December 31 , 2024 and 1 . 51 % of the issued capital of the Company as at the date of this annual report . The numbers of RSUs available for grant under the overall limit of the 2022 RSU Scheme are 2 , 903 , 782 Shares as at the beginning of the Reporting Period and 1 , 764 , 995 Shares as at the end of the Reporting Period . The maximum number of shares of the Company which may be issued upon exercise of all outstanding RSUs granted and yet to be exercised under the Share Option Scheme and any other schemes of the Company shall not exceed 30 % of the total number of shares of the Company in issue from time to time . As at December 31 , 2024 , the total number of shares available for issue under the 2022 RSU Scheme is 1 , 436 , 525 Shares, representing approximately 0 . 46 % of the issued shares of the Company as at December 31 , 2024 and 0 . 41 % of the issued shares of the Company as at the date of this annual report . Maximum Entitlement of Each Eligible Participant The maximum number of shares issued and to be issued upon the exercise of RSUs granted to each Eligible Participants (including both exercised and outstanding RSUs) in any 12 - month period shall not exceed 1 % of the issued share capital of the Company . Any further grant of RSUs in excess of this limit is subject to shareholders ’ approval in general meeting of the Company . Life of the 2022 RSU Scheme The 2022 RSU Scheme will be valid and effective for a period of ten years, commencing on June 23 , 2022 . As at December 31 , 2024 , the remaining life of the RSU Scheme was approximately seven years . Voting Rights Pursuant to trust deed for the 2022 RSU Scheme entered into between the Company and the Trustee, the Trustee shall not exercise the voting rights attached to the Shares held on trust by it .
Ascentage Pharma Group International 70 Report of the Directors Grant of RSUs under the 2022 RSU Scheme On September 2 , 2024 , 1 , 174 , 955 RSUs, representing 1 , 174 , 955 Shares, have been re - granted under the 2022 RSU Scheme to 69 selected persons (the “ 2022 Selected Persons ” ) of the 2022 RSU Scheme (the “ 2022 Re - grant ” ), who are employees of the Group . To the best of the Directors ’ knowledge, information and belief, having made all reasonable enquiries, all of the 2022 Selected Persons are third parties independent of the Company and are not connected persons of the Company, and none of them is a director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or an associate (as defined under the Listing Rules) of any of them as at the date of the 2022 Re - grant . The abovementioned RSUs shall vest in accordance with the vesting criteria, conditions and time schedule as determined by the Board in its sole and absolute discretion with reference to, among other things, the location at which the abovementioned 2018 Selected Persons are based and the commencement date or duration of their employment . The Board has determined that vesting shall take place on September 2 , 2024 . The closing price of the shares on August 30 , 2024 , being the date immediately before the date on which the abovementioned RSUs were granted, was HK $ 33 . 15 . The abovementioned RSUs granted under the 2022 RSU Scheme are satisfied by existing shares of the Company . Further details of the 2022 RSU Scheme are set out in the relevant announcements of the Company dated June 23 , 2022 and July 14 , 2022 , October 21 , 2022 , October 25 , 2022 , October 26 , 2022 , October 27 , 2022 , October 28 , 2022 , October 31 , 2022 , May 8 , 2023 , and October 24 , 2024 .
ANNUAL REPORT 2024 71 Report of the Directors There is no exercise price payable on the RSUs. Set out below are details of the movements of the outstanding RSUs granted under the 2022 RSU Scheme as at December 31, 2024: Date of grant Outstanding as at January 1, 2024 Granted during the Reporting Vesting period of Period RSUs granted Fair value of RSUs granted during the year ended December 31 , 2024 Exercised during the Reporting Period Cancelled during the Reporting Period Lapsed Outstanding during the as at Reporting December 31 , Period 2024 40,000 – – 30,000 – The RSUs shall vest in three tranches of – 70,000 June 23, 2022 Dr. Zhai 30%, 30% and 40% on June 8, 2023, June 8, 2024 and June 8, 2025, respectively. 350,401 6,068 – 314,147 – • 7,265 RSUs shall vest in four – 670,616 June 23, 2022 79 staff tranches of 35%, 15%, 25% and 25% on June 8, 2021, June 8, 2022, June 8, 2023 and June 8, 2024, respectively. • 15,532 RSUs shall vest in four tranches of 25%, 25%, 25% and 25% on April 30, 2023, April 30, 2024, April 30, 2025 and April 30, 2026, respectively. • 181,874 RSUs shall vest in four tranches of 25%, 25%, 25% and 25% on June 8, 2023, June 8, 2024, June 8, 2025 and June 8, 2026, respectively. • 30,372 RSUs shall vest in two tranches of 40% and 60% on June 8, 2023 and June 8, 2024, respectively. • 320,208 RSUs shall vest in three tranches of 30%, 30% and 40% on June 8, 2023, June 8, 2024 and June 8, 2025, respectively. • 115,365 RSUs shall vest in four tranches of 23%, 69%, 6% and 2% on April 30, 2023, April 30, 2024, April 30, 2025 and April 30, 2026, respectively. 433,638 34,100 – 433,620 – • 113,400 RSUs shall vest in two – 901,358 May 4, 2023 172 staff tranches of 40% and 60% on August 1, 2023 and August 1, 2024, respectively. • 787,958 RSUs shall vest in three tranches of 30%, 30% and 40% on August 1, 2023, August 1, 2024 and August 1, 2025, respectively. 615,902 2,600 – 556,453 HK$33.95 September 2, 2024 1,174,955 – September 2, 2024 69 staff
Ascentage Pharma Group International 72 Report of the Directors Notes: 1. The weighted average closing price of the Shares immediately before the dates on which the RSUs granted under the 2022 RSU Scheme were exercised is HK $ 33 . 95 . The weighted average closing price of the Shares immediately before the dates on which the RSUs granted under the 2022 RSU Scheme were vested is HK $ 33 . 95 . The RSUs granted under the 2022 RSU Scheme which were cancelled during the Reporting Period have no exercise price . 2. The Board may determine the vesting criteria, conditions and the time schedule when the RSUs will vest and such criteria, conditions and time schedule shall be stated in the grant letter . The vesting period of the RSUs granted under the 2022 RSU Scheme during the Reporting Period ranges from the date of vesting to approximately 48 months . Within a reasonable time after the vesting criteria, conditions and time schedule have been reached, fulfilled, satisfied or waived, the Board shall send the vesting notice to each of the relevant Eligible Participants . 3. During the Reporting Period, 74 , 293 RSUs have been granted, and 10 , 293 RSUs have been vested to the five highest paid individuals of the Company under the 2022 RSU Scheme . The number of Shares that may be issued in respect of options and RSUs granted under all of the abovementioned share incentive schemes of the Company during the Reporting Period divided by the weighted average total issued share capital of the Company for the Reporting Period is approximately 0 . 011 ( 2023 : approximately 0 . 015 ) . CONNECTED TRANSACTIONS The Group has not conducted any connected transaction or non - exempt continuing connected transaction for the year ended December 31 , 2024 . Details of related party transactions of the Group for the year ended December 31 , 2024 are set out in Note 39 to the consolidated financial statements . The related party transactions disclosed in Note 39 were not regarded as connected transactions and were exempt from reporting, announcement and shareholders ’ approval requirements under the Listing Rules . PURCHASE, SALE OR REDEMPTION OF THE COMPANY ’ S LISTED SECURITIES On June 20 , 2024 , pursuant to the securities purchase agreement dated June 14 , 2024 entered into between the Company and Takeda, Ascentage issued and allotted to Takeda 24 , 307 , 322 Shares at a price per share equal to HK $ 24 . 09850 per Share (equivalent to approximately US $ 3 . 08549 ), and with the aggregate purchase price of US $ 75 million (equivalent to approximately HK $ 585 . 77 million) . Saved as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any listed securities (including sale of treasury shares (as defined under the Listing Rules)) of the Company during the Reporting Period . As at December 31 , 2024 , the Company did not hold any treasury shares directly . MATERIAL LITIGATION The Company was not involved in any material litigation or arbitration during the year ended December 31 , 2024 . The Directors are also not aware of any material litigation or claims that are pending or threatened against the Group during the year ended December 31 , 2024 .
ANNUAL REPORT 2024 73 Report of the Directors USE OF NET PROCEEDS FROM THE GLOBAL OFFERING With the Shares of the Company listed on the Stock Exchange on October 28 , 2019 , the net proceeds from the Global Offering (including shares issued as a result of the full exercise of the over - allotment option) were approximately HK $ 369 . 8 million . There was no change in the intended use of net proceeds as previously disclosed in the Prospectus and as at December 31 , 2024 , the Company has fully utilized the net proceeds in accordance with such intended purposes . The table below sets out the planned applications of the net proceeds from the Global Offering and the actual usage up to December 31 , 2024 . Utilized amount (as at December 31, 2024) Planned allocation of Net Proceeds Planned allocation of Net Proceeds Planned allocation of net proceeds Use of proceeds (RMB million) (RMB million) (HKD million) Research and development to bring our Core Product, 138.2 138.2 155.2 42% HQP1351, to commercialization 42.8 42.8 48.1 13% Ongoing and planned clinical trials of APG - 1252 62.5 62.5 70.3 19% Ongoing and planned clinical trials of APG - 2575 62.5 62.5 70.3 19% Ongoing and planned clinical trials of APG - 115 Ongoing and planned clinical trials for the rest of the clinical programs of the Company, APG - 1387 and 19.7 19.7 22.2 6% APG - 2449 3.3 3.3 3.7 1% Working capital and general corporate purposes 329.1 329.1 369.8 100.0% Total Notes: (1) The sum of the data may not add up to the total due to rounding. (2) Net proceeds from the Global Offering were received in Hong Kong dollars and translated to RMB for application planning. The plan was adjusted slightly due to the fluctuation of the exchange rate since the Global Offering. USE OF NET PROCEEDS FROM THE 2020 PLACING The closing of the 2020 Placing of 15 , 000 , 000 Shares took place on July 15 , 2020 . The net proceeds (after the deduction of all applicable costs and expenses) raised from the 2020 Placing were approximately HK $ 689 . 5 million . There was no change in the intended use of the net proceeds as previously disclosed in the relevant announcement of the Company dated July 8 , 2020 and as at December 31 , 2024 , the Company has fully utilized the net proceeds in accordance with such intended purposes . The Directors consider that the 2020 Placing represents an opportunity to raise capital for the Company while broadening its Shareholder base . The Directors are of the view that the 2020 Placing would strengthen the financial position of the Group and provide working capital to the Group .
Ascentage Pharma Group International 74 Report of the Directors There was no change in the intended use of the net proceeds as previously disclosed in the relevant announcement of the Company dated July 8 , 2020 and as at December 31 , 2024 the Company has fully utilized the net proceeds in accordance with such intended purposes . The table below sets out the planned applications of the net proceeds from the 2020 Placing and the actual usage up to December 31 , 2024 : Use of proceeds Planned allocation of net proceeds Planned allocation of net proceeds (HK$ million) Planned allocation of net proceeds (RMB million) Utilized amount (as at December 31, 2024) (RMB million) Clinical development for other pipeline products, such as APG - 2575, APG - 115, APG - 1387 and 345.0 345.0 413.5 60% APG - 1252 Registration, trial production and marketing of 115.0 115.0 138.0 20% the Core Product, HQP1351 115.0 115.0 138.0 20% Ongoing and planned clinical trials of APG - 2575 575.0 575.0 689.5 100.0% Total Notes: (1) The sum of the data may not add up to the total due to rounding. (2) Net proceeds from the 2020 Placing were received in Hong Kong dollars and translated to RMB for application planning. The plan was adjusted slightly due to the fluctuation of the exchange rate since the 2020 Placing. USE OF NET PROCEEDS FORM THE 2021 PLACING On February 3 , 2021 , the Company entered into the 2021 Placing and subscription agreement with Ascentage Limited (the “ Vendor ” ) and J . P . Morgan Securities (Asia Pacific) Limited and China International Capital Corporation Hong Kong Securities Limited (the “ 2021 Placing Agents ” ), pursuant to which (i) the Vendor agreed to appoint the 2021 Placing Agents, and the 2021 Placing Agents agreed to act as agents of the Vendor to procure not less than six placees (the “ 2021 Placees ” ), on a best effort basis, to purchase up to 26 , 500 , 000 shares of the Company (the “ 2021 Placing Shares ” ) at the price of HK $ 44 . 2 per 2021 Placing Share ; and (ii) the Vendor agreed to subscribe for, and the Company agreed to issue to the Vendor up to 26 , 500 , 000 new shares of the Company at the price of HK $ 44 . 2 per Subscription Share (the “ 2021 Subscription ” ) . The closing of the 2021 Placing took place on February 8 , 2021 and the closing of the 2021 Subscription took place on February 11 , 2021 . A total of 26 , 500 , 000 placing Shares have been successfully placed by the 2021 Placing Agents to the 2021 Placees . A total of 26 , 500 , 000 subscription Shares had been allotted and issued to the Vendor pursuant to the general mandate granted to the Directors at the AGM held on June 19 , 2020 . The net proceeds (after the deduction of all applicable costs and expenses) raised from the 2021 Placing were approximately HK $ 1 , 153 . 64 million . There was no change in the intended use of the net proceeds as previously disclosed in the relevant announcement of the Company dated February 3 , 2021 and as at December 31 , 2024 , the Company has fully utilized the net proceeds in accordance with such intended purposes .
ANNUAL REPORT 2024 75 Report of the Directors The Directors considered that the 2021 Placing represents an opportunity to raise capital for the Company in order to enable the Company to continue the development of its products in its pipeline, while broadening its Shareholder base . The Directors are of the view that the 2021 Placing would further strengthen the financial position of the Group and provide additional working capital to the Group . The table below sets out the planned applications of the net proceeds from the 2021 Placing and the actual usage up to December 31 , 2024 . Use of proceeds Planned allocation of net proceeds Planned allocation of net proceeds (HK$ million) Planned allocation of net proceeds (RMB million) Utilized amount (as at December 31, 2024) (RMB million) Clinical development of the key product 480.6 480.6 576.8 50% candidate, APG - 2575 Registrational trials for full approval and the 192.2 192.2 230.7 20% commercialization of the Core Product, HQP1351 192.2 192.2 230.7 20% 96.1 96.1 115.4 10% 961.1 961.1 1,153.6 100% Clinical development for other pipeline products such as APG - 115 (MDM 2 - p 53 inhibitors currently in Phase lb/II clinical trial), APG - 1387 (pan - IAP inhibitor currently in Phase lb/II clinical trial) and APG - 1252 (Bcl - 2 /Bcl - xL dual inhibitor currently in Phase I clinical trial) General corporate purposes Total Notes: (1) The sum of the data may not add up to the total due to rounding . (2) Net proceeds from the 2021 Placing were received in Hong Kong dollars and translated to RMB for application planning. The plan was adjusted slightly due to the fluctuation of the exchange rate since the 2021 Placing. USE OF NET PROCEEDS FORM THE 2023 PLACING On January 18 , 2023 , the Company entered into the 2023 Placing and subscription agreement with Ascentage Limited (the “ Vendor ” ) and J . P . Morgan Securities (Asia Pacific) Limited, China International Capital Corporation Hong Kong Securities Limited and Citigroup Global Markets Asia Limited (the “ 2023 Placing Agents ” ), pursuant to which (i) the Vendor agreed to appoint the 2023 Placing Agents, and the 2023 Placing Agents agreed to act as agents of the Vendor, to procure not less than six placees (the “ 2023 Placees ” ), on a best effort basis, to purchase up to 22 , 500 , 000 shares of the Company (the “ 2023 Placing Shares ” ) at the price of HK $ 24 . 45 per 2023 Placing Share ; and (ii) the Vendor agreed to subscribe for, and the Company agreed to issue to the Vendor up to 22 , 500 , 000 new shares of the Company at the price of HK $ 24 . 45 per Subscription Share (the “ 2023 Subscription ” ) . The closing of the 2023 Placing took place on January 20 , 2023 and the closing of the 2023 Subscription took place on February 1 , 2023 . A total of 22 , 500 , 000 placing Shares have been successfully placed by the 2023 Placing Agents to the 2023 Placees . A total of 22 , 500 , 000 subscription Shares have been allotted and issued to the Vendor pursuant to the generate mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on May 19 , 2022 . The net proceeds (after the deduction of all applicable costs and expenses) raised from the 2023 Placing were approximately HK $ 543 . 9 million . There was no change in the intended use of the net proceeds as previously disclosed in the relevant announcement of the Company dated January 18 , 2023 and the Company has fully utilized the net proceeds in accordance with such intended purposes .
Ascentage Pharma Group International 76 Report of the Directors The Directors considered that the 2023 Placing represents an opportunity to further raise capital for the Company in order to enable the Company to continue the development of its pipeline candidates, while broadening its Shareholder base . The Directors are of the view that the 2023 Placing and the Subscription would further strengthen the financial position of the Group and provide additional working capital to the Group . The table below sets out the planned applications of the net proceeds from the 2023 Placing and the actual usage up to December 31 , 2024 . Use of proceeds Planned allocation of net proceeds Planned allocation of net proceeds (HK$ million) Planned allocation of net proceeds (RMB million) Balance of the unutilized amount (as at December 31, 2023) (RMB million) Utilized amount during the Reporting Period (RMB million) Utilized amount (as at December 31, 2024) (RMB million) Unutilized amount (as at December 31, 2024) (RMB million) Clinical trials of the key product 0 235.1 189.7 189.7 235.1 272.0 50% candidate APG - 2575 Clinical trials of the core product 0 94.0 75.8 75.8 94.0 108.8 20% HQP1351 Clinical development of other key 0 94.0 76.0 76.0 94.0 108.8 20% product candidates 0 47.0 37.9 37.9 47.0 54.4 10% General corporate purposes 0 470.1 379.4 379.4 470.1 544.0 100% Total Notes: (1) The sum of the data may not add up to the total due to rounding. (2) The expected timeline for utilizing the remaining balance of net proceeds is based on the best estimation of the market conditions made by the Group and it is subject to the research and development progress of the Group. (3) Net proceeds from the 2023 Placing were received in Hong Kong dollars and translated to RMB for application planning. The plan was adjusted slightly due to the fluctuation of the exchange rate since the 2023 Placing. USE OF NET PROCEEDS FROM THE SUBSCRIPTION OF SHARES BY INNOVENT Innovent has subscribed for 8 , 823 , 863 Shares at a total consideration of HK $ 388 . 25 million (being approximately US $ 50 million) and at the subscription price of HK $ 44 . 0 per Share . The completion of the subscription of Shares by Innovent took place on July 23 , 2021 . The net proceeds (after the deduction of all applicable costs and expenses) raised from the subscription of Shares by Innovent were approximately HK $ 388 . 06 million (being approximately US $ 49 . 98 million) . There was no change in the intended use of the net proceeds as previously disclosed in the relevant announcement of the Company dated July 14 , 2021 and as at December 31 , 2024 , the Company has fully utilized the net proceeds in accordance with such intended purposes . The strategic equity investment in the Company by Innovent by way of subscription of Shares signifies Innovent ’ s recognition of the Company ’ s research and development capabilities, as well as the Company ’ s growth potential . The equity investment is also expected to provide further financial support to the Company ’ s global clinical development programs . In addition, in view of the strategic collaboration relationship between the Company and Innovent, the subscription of Shares allows Innovent to further share the Company ’ s prospects, whereby strengthening the business cooperation between the two groups .
ANNUAL REPORT 2024 77 Report of the Directors The table below sets out the planned applications of the net proceeds from the subscription of Shares by Innovent and the actual usage up to December 31, 2024. Unutilized Utilized amount amount (as at (as at Planned Planned Planned December 31, December 31, allocation of allocation of allocation of 2024) (RMB million) 2024) (RMB million) net proceeds (RMB million) net proceeds (HK$ million) net proceeds 0 97.10 97.10 116.42 30% 0 226.40 226.40 271.64 70% 0 323.50 323.50 388.06 100% Use of proceeds Development and commercialization of the Company ’ s Core Product, HQP1351 Development of the Company ’ s key product candidate, APG - 2575 Total Notes: (1) The sum of the data may not add up to the total due to rounding. (2) Net proceeds from the subscription of Shares by Innovent were received in Hong Kong dollars and translated to RMB for application planning. USE OF NET PROCEEDS FORM THE 2024 SHARE SUBSCRIPTION On June 20 , 2024 , pursuant to the Securities Purchase Agreement with Takeda, we issued and sold to Takeda 24 , 307 , 322 of our ordinary shares, or the Takeda Shares, at a price per share equal to HK $ 24 . 09850 (equivalent to approximately US $ 3 . 08549 ), for an aggregate consideration of US $ 75 , 000 , 000 (equivalent to approximately HK $ 585 . 77 million) . The purchase price per shares in the 2024 Share Subscription is HK $ 24 . 09850 . The closing price of the Shares on June 14 , 2024 , being the date on which the terms of the Securities Purchase Agreement was fixed, was HK $ 23 . 05 . The aggregate nominal value of the shares in the 2024 Share Subscription is US $ 2 , 430 , 732 . 2 . The number of shares in the 2024 Share Subscription represents approximately 8 . 37 % of the then existing issued share capital of the Company and approximately 7 . 73 % of the then enlarged issued share capital of the Company . All the Share Subscription Conditions Precedent have been satisfied and the Closing took place on June 20 , 2024 (after trading hours) . An aggregate of 24 , 307 , 322 subscription Shares have been successfully allotted and issued by the Company to Takeda at the Share Purchase Price of HK $ 24 . 09850 (equivalent to approximately US $ 3 . 08549 ) per subscription Share pursuant to the terms and conditions of the Securities Purchase Agreement . The gross proceeds raised from the 2024 Share Subscription is US $ 75 , 000 , 000 (equivalent to approximately HK $ 585 . 77 million) and the net proceeds (after deducting all applicable costs and expenses) arising from the 2024 Share Subscription amount to approximately US $ 73 , 000 , 000 (equivalent to approximately HK $ 570 . 15 million) . The net price per shares in the 2024 Share Subscription is approximately HK $ 23 . 46 . There was no change in the intended use of the net proceeds as previously disclosed in the relevant announcement of the Company dated June 14 , 2024 and the Company will gradually utilize the net proceeds in accordance with such intended purposes . The strategic equity investment in the Company by Takeda by way of the 2024 Share Subscription is expected to provide further financial support to the Company ’ s global clinical development programs .
Ascentage Pharma Group International 78 Report of the Directors The table below sets out the planned applications of the net proceeds from the 2024 Share Subscription and the actual usage up to December 31, 2024. Expected timeline for utilizing the remaining balance of net proceeds from Unutilized amount (as at Utilized amount (as at Utilized amount during the Planned Planned Planned the 2024 Share December 31, December 31, Reporting allocation of allocation of allocation of Subscription 2024) (RMB million) 2024) (RMB million) Period (RMB million) net proceeds (RMB million) net proceeds (US$ million) net proceeds Use of proceeds Development of the Company ’ s Core Product, HQP1351 and the Company ’ s key December 31, 2025 115.5 352.0 352.0 467.5 65.7 90% product candidate, APG - 2575 Development of the Company ’ s other key December 31, 2025 12.8 39.1 39.1 51.9 7.3 10% product candidates 128.3 391.1 391.1 519.4 73 100% Total Notes: (1) The sum of the data may not add up to the total due to rounding. (2) The expected timeline for utilizing the remaining balance of net proceeds is based on the best estimation of the market conditions made by the Group and it is subject to the research and development progress of the Group. (3) Net proceeds from the 2024 Share Subscription were received in U.S. dollars and translated to RMB for application planning. The plan was adjusted slightly due to the fluctuation of the exchange rate since the 2024 Share Subscription. 2021 WARRANTS On July 14 , 2021 , the Company and Innovent entered into a warrant subscription deed, pursuant to which the Company agreed to issue to Innovent 6 , 787 , 587 warrants . The initial subscription price of each warrant share upon exercise of the warrants is HK $ 57 . 20 . The subscription rights attaching to the warrants may be exercised during the period commencing on the date of issuance of the warrants and ending on the date that is 24 months after the date of issuance of the warrants . The warrants have expired in July 2023 and not been exercised .
ANNUAL REPORT 2024 79 Report of the Directors FUND RAISING Save for the 2024 Share Subscription as disclosed above, during the Reporting Period, there was no fund raising activity carried out by the Company . PUBLIC FLOAT Based on the information that is publicly available to the Company and within the knowledge of the Directors as at the date of this annual report, the Company has maintained the prescribed percentage of public float under the Listing Rules . AUDITOR The consolidated financial statements of the Group have been audited by Ernst & Young, Certified Public Accountants, who will retire and, being eligible, offer themselves for re - appointment at the AGM . FUTURE PLANS FOR MATERIAL INVESTMENTS AND CAPITAL ASSETS Save as disclosed in this annual report, as at the date of this annual report, there were no future plans regarding material investment or capital assets . As at the date of this annual report, we did not have any material acquisitions or disposals of subsidiaries, associates and joint venture . On Behalf of the Board Dr. Yang Dajun Chairman and Chief Executive Officer Suzhou, PRC, April 16, 2025
Ascentage Pharma Group International 80 Corporate Governance Report The Company is committed to achieving high standards of corporate governance . The Directors believe that sound and reasonable corporate governance practices are essential for the continuing growth of the Group and for safeguarding and maximizing shareholders ’ interests . CORPORATE GOVERNANCE PRACTICES The Company has applied the principles and code provisions as set out in the CG Code contained in Appendix C 1 to the Listing Rules . Save for the deviation disclosed below, in the opinion of the Directors, the Company has complied with all the code provisions as set out in the CG Code during the Reporting Period . Pursuant to code provision C . 2 . 1 of the CG Code, companies listed on the Stock Exchange are expected to comply with, but may choose to deviate from the requirement that the responsibilities between the chairman and the chief executive officer should be segregated and should not be performed by the same individual . The Company does not have a separate chairman and chief executive officer, and Dr . Yang currently performs these two roles . The Board believes that such arrangement will not impair the balance of power and authority between the Board and the management of the Company, because (a) decisions to be made by the Board require approval by at least a majority of the Directors and that the Board comprises three independent non - executive Directors, which represents at least one third of the Board composition and satisfies the relevant requirement under the Listing Rules, and we believe that there is sufficient check and balance in the Board ; (b) Dr . Yang and other Directors are aware of and undertake to fulfil their fiduciary duties as Directors, which require, among other things, that he acts for the benefit and in the best interests of the Company and will make decisions for the Group accordingly ; (c) the balance of power and authority is ensured by the operations of the Board which comprises experienced and high caliber individuals who meet regularly to discuss issues affecting the operations of the Company ; and (d) strategic decisions and other key business, financial, and operational policies of the Group are formalized collectively after thorough discussion at both Board and senior management levels . The Board will continue to review the effectiveness of the corporate governance structure of the Group in order to assess whether separation of the roles of chairman of the Board and chief executive officer is necessary . THE BOARD RESPONSIBILITIES The Board is responsible for the overall leadership of the Group, oversees the Group ’ s strategic decisions and monitors business and performance . The Board has delegated the authority and responsibility for day - to - day management and operation of the Group to the senior management of the Group . To oversee particular aspects of the Company ’ s affairs, the Board has established the Board Committees, namely the Nomination Committee , the Remuneration Committee and the Audit Committee . The Board has delegated to the Board Committees responsibilities as set out in their respective terms of reference . All Directors shall ensure that they carry out duties in good faith, in compliance with applicable laws and regulations, and in the interests of the Company and its shareholders at all times .
ANNUAL REPORT 2024 81 Corporate Governance Report BOARD COMPOSITION As at the date of this annual report, the Board comprises nine Directors, including one executive Director, two non - executive Directors and six independent non - executive Directors as set out below: Executive director: Dr. Yang Dajun (Chairman and chief executive officer) Non - executive directors: Dr. Wang Shaomeng Dr. Lu Simon Dazhong Independent non - executive directors: Mr. Ye Changqing Mr. Ren Wei Dr . David Sidransky Ms. Marina S. Bozilenko (appointed with effect from November 25, 2024) Dr. Debra Yu (appointed with effect from November 25, 2024) Dr. Yin Zheng (resigned with effect from June 7, 2024) Dr. Marc E. Lippman (appointed with effect from January 2, 2025) All Directors have distinguished themselves in their field of expertise, and have exhibit high standards of personal and professional ethics and integrity . The biographies of the Directors are set out under the section headed “ Directors and Senior Management ” of this annual report . During the year ended December 31 , 2024 , the Board at all times met the requirements of Rules 3 . 10 ( 1 ) and 3 . 10 ( 2 ) of the Listing Rules relating to the appointment of at least three independent non - executive directors with at least one independent non - executive director possessing appropriate professional qualifications or accounting or related financial management expertise . The Company also complied with Rule 3 . 10 A of the Listing Rules relating to the appointment of independent non - executive director representing at least one - third of the Board . Each of the independent non - executive Directors has confirmed his independence pursuant to Rule 3 . 13 of the Listing Rules and the Company considers each of them to be independent . None of the Directors has any personal relationship (including financial, business, family or other material/relevant relationship) with any other Director . As regards the CG Code provision requiring directors to disclose the number and nature of offices held in public companies or organizations and other significant commitments as well as their identity and the time involved to the issuer, the Directors have agreed to disclose their commitments to the Company in a timely manner .
Ascentage Pharma Group International 82 Corporate Governance Report INDUCTION AND CONTINUOUS PROFESSIONAL DEVELOPMENT Each newly appointed Director is provided with necessary induction and information to ensure that he has a proper understanding of the Company ’ s operations and businesses as well as his responsibilities under relevant status, laws, rules and regulations . Each newly appointed Director, namely Ms . Marina S . Bozilenko and Dr . Debra Yu, has obtained the legal advice referred to in Rule 3 . 09 D of the Listing Rules that are applicable to her as director of a listed issuer and the possible consequences of making a false declaration or giving false information to the Stock Exchange on November 21 , 2024 and November 22 , 2024 , respectively, and they confirmed they understood their obligations as directors of a listed issuer . Directors should participate in appropriate continuous professional development to develop and refresh their knowledge and skills . Internally - facilitated briefings for Directors would be arranged and reading material on relevant topics would be provided to Directors where appropriate . All Directors are encouraged to attend relevant training courses at the Company ’ s expenses . The Company also arranges regular seminars to provide Directors with updates on latest development and changes in the Listing Rules and other relevant legal and regulatory requirements from time to time . The Directors are also provided with regular updates on the Company ’ s performance, position and prospects to enable the Board as a whole and each Director to discharge their duties . According to code provision C . 1 . 4 of the CG Code, Directors should participate in appropriate continuous professional development to develop and refresh their knowledge and skills to ensure that their contribution to the Board remains informed and relevant . Below is the record of participation in continuous professional development programme by the Directors in year 2024 relevant to the directors ’ duties and responsibilities, regulatory updates and business, financial and operational matters of the Group . Reading materials Giving talks at seminars/ conferences/ forums Attending seminars/ conferences/ Forums Executive Director 㾐 㾐 㾐 Dr. Yang Dajun Non - executive Directors 㾐 㾐 㾐 Dr. Wang Shaomeng 㾐 㾐 㾐 Dr. Lu Simon Dazhong Independent Non - executive Directors 㾐 㾐 㾐 Mr. Ye Changqing 㾐 㾐 㾐 Dr. Yin Zheng 㾐 㾐 㾐 Mr. Ren Wei 㾐 㾐 㾐 Dr. David Sidransky 㾐 Ms. Marina S. Bozilenko (appointed with effect from November 25, 2024) 㾐 㾐 㾐 㾐 Dr. Debra Yu (appointed with effect from November 25, 2024) Dr. Yin Zheng (resigned with effect from June 7, 2024)
ANNUAL REPORT 2024 83 Corporate Governance Report APPOINTMENT AND RE - ELECTION OF DIRECTORS The executive Directors entered into a service contract with the Company for a term of three years commencing from the Listing Date which may be terminated by either party and is subject to termination provisions therein and retirement and re - election at the AGMs in accordance with the Articles of Association or any other applicable laws from time to time whereby he shall vacate his office . Each of the non - executive Directors and independent non - executive Directors in office during the Reporting Period has entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date (except for Dr . Sidransky, Ms . Bozilenko and Dr . Yu, whose terms of appointment are three years commencing on May 10 , 2021 , November 25 , 2024 , and November 25 , 2024 , respectively, being the date on which his/her appointment by the Board to fill a casual vacancy or re - election subsequent to such appointment is approved by the Shareholders), unless terminated by either party before expiry of the existing term and is subject to retirement by rotation in accordance with the Articles of Association . None of the Directors has a service agreement which is not determinable by the Group within one year without payment of compensation (other than statutory compensation) . In accordance with the provisions of the Articles of Association, every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years . A retiring Director shall be eligible for re - election ; any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of Company after his appointment and be subject to re - election at such meeting ; and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following AGM and shall then be eligible for re - election . The procedures and process of appointment, re - appointment and continuation (or not) in service of any Director are set out in the Articles of Association . The Nomination Committee is responsible for reviewing the Board composition, monitoring the appointment, re - appointment and continuation (or not) in service of any Director . BOARD MEETINGS The Company has adopted the practice of holding board meetings regularly, at least four times a year, and at approximately quarterly intervals . Notices of not less than 14 days will be given for all regular board meetings to provide all Directors with an opportunity to attend and include matters in the agenda for a regular meeting . For other Board and Board Committee meetings, reasonable notice will generally be given . The agenda and accompanying board papers are dispatched to the Directors or committee members at least three days before the meetings to ensure that they have sufficient time to review the papers and be adequately prepared for the meetings . When directors or committee members are unable to attend a meeting, they will be advised of the matters to be discussed and given an opportunity to make their views known to the chairman prior to the meeting . The chairman held meetings with the independent non - executive Directors without the presence of other Directors during the Reporting Period . Minutes of the board meetings and committee meetings will be recorded in sufficient detail the matters considered by the Board and the committees and the decisions reached, including any concerns raised by the Directors . Draft minutes of each board meeting and committee meeting are/will be sent to the Directors for comments within a reasonable time after the date on which the meeting is held .
Ascentage Pharma Group International 84 Corporate Governance Report MODEL CODE We have also adopted our own code of conduct regarding securities transactions, namely the policy on management of securities transactions by directors (the “ Securities Transactions Code ” ), which applies to all Directors on terms not less exacting than the required standard indicated by the Model Code . Upon specific enquiry, all Directors confirmed that they have complied with the Model Code and the Securities Transactions Code during the Reporting Period . In addition, the Company is not aware of any non - compliance of the Model Code and the Securities Transactions Code by the senior management of the Group during the year under review . DELEGATION BY THE BOARD The Board reserves for its decision all major matters of the Company, including approval and monitoring of all policy matters, overall strategies and budgets, internal control and risk management systems, material transactions (in particular those that may involve conflict of interests), financial information, appointment of Directors and other significant financial and operational matters . Director could have resource to seek independent professional advice in performing their duties at the Company ’ s expense and are encouraged to access and to consult with the Company ’ s senior management independently . The daily management, administration and operation of the Group are delegated to the senior management . The delegated functions and responsibilities are periodically reviewed by the Board . Approval has to be obtained from the Board prior to any significant transactions entered into by the management . CORPORATE GOVERNANCE FUNCTION The Board delegated the Company ’ s corporate governance functions to the Audit Committee to perform the following corporate governance duties : (a) to develop and review the Company ’ s policies and practices on corporate governance and make recommendations to the Board; (b) to review and monitor the training and continuous professional development of Directors and senior management of the Company; (c) to review and monitor the Company ’ s policies and practices on compliance with legal and regulatory requirements; (d) to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors of the Company; and (e) to review the Company ’ s compliance with the CG Code and disclosure in the Corporate Governance Report of the Company.
ANNUAL REPORT 2024 85 Corporate Governance Report REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT The Company has established a formal and transparent procedure for formulating policies on remuneration of Directors and senior management of the Group . Details of the remuneration of each of the Directors for the year ended December 31 , 2024 are set out in Note 9 and Note 39 (b) to the consolidated financial statements in this annual report . The biographies of the senior management are disclosed in the section headed “ Directors and Senior Management ” in this annual report . Remuneration paid to the top senior management (excluding the Directors) for the year ended December 31 , 2024 fell within the following bands as follows : No. of employees Remuneration Band 1 USD800,001 to USD1,000,000 0 USD600,001 to USD800,000 3 USD400,001 to USD600,000 0 USD200,000 to USD400,000 4 DIRECTORS ’ LIABILITY INSURANCE The Company has arranged appropriate insurance cover in respect of legal action against its Directors . BOARD COMMITTEES NOMINATION COMMITTEE The Nomination Committee was established on September 28 , 2019 and written terms of reference of the Nomination Committee have been adopted by the Board and are posted on the websites of the Company and the Stock Exchange . The Nomination Committee is comprised of three members, namely Marc E . Lippman, MD, Mr . Ren Wei and Dr . David Sidransky . Dr . Sidransky is the chairman of the Nomination Committee . The primary duties of the Nomination Committee include : – reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations on any proposed changes to the Board to complement the Company ’ s corporate strategy ; – making recommendation to the Board on the appointment or re - appointment of Directors and succession plans for Directors, in particular the chairman and the chief executive officer ; – identifying individuals suitably qualified to become Board members and selecting or making recommendations to the Board on the selection of individuals nominated for directorships ;
Ascentage Pharma Group International 86 Corporate Governance Report – assessing the independence of independent non - executive Directors; – evaluating the balance of Directors; – reviewing annually the time required from the non - executive Directors; and – making recommendation to the Board concerning (a) formulating succession plans for executive Directors and non - executive Directors ; (b) assessing the independence of the independent non - executive Directors ; (c) memberships of the Company ’ s audit and remuneration committees, in consultation with the chairman of those committees ; (d) the re - appointment of any non - executive Director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required ; and (e) the continuation (or not) in service of any Director who has reached the age of 70 . During the year ended December 31 , 2024 , the Nomination Committee held 1 meeting during which the Nomination Committee has performed the following major works : – assessed the independence of the independent non - executive Directors of the Company; – reviewed the time required from non - executive Directors and applied performance assessment to assess whether non - executive Directors were spending enough time in fulfilling their duties ; – made recommendations to the Board on re - election of retiring Directors at the annual general meeting held on May 10 , 2024 ; – reviewed the structure, size and diversity of the Board; and – reviewed the board diversity policy of the Company. POLICY FOR THE NOMINATION OF DIRECTORS The Company follows a formal, considered and transparent procedure for the appointment of new Directors for the Board to achieve a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company ’ s strategic focus and specific business needs . Recognising the vitality of diversity for the Board, the Company has adopted a board diversity policy . The Nomination Committee reviews the structure, size and composition of the Board regularly and makes recommendation to the Board to complement the corporate strategy of the Company . The appointment of a new Director is a collective decision of the Board, taking into consideration the procedures for Shareholders to propose a person for election as a Director of the Company and the Board Diversity Policy . The Board believes that changes to the Board composition shall be managed without undue disruption, and shall continue to provide a balanced composition of the executive Directors, the non - executive Directors (including independent non - executive Directors) so that there is a strong independent element in the Board, which can effectively exercise independent judgement .
ANNUAL REPORT 2024 87 Corporate Governance Report BOARD DIVERSITY POLICY In order to enhance the effectiveness of the Board and to maintain the high standard of corporate governance, the Company has adopted a board diversity policy which sets out the objective and approach to achieve and maintain diversity of the Board . Pursuant to the board diversity policy, the Company seeks to achieve board diversity through the consideration of a number of factors when selecting the candidates to the Board, including but not limited to gender, skills, age, professional experience, knowledge, cultural education background and length of service . The ultimate decision of the appointment will be based on merit and the contribution which the selected candidates will bring to the Board . As at the date of this report, the Board consisted of both male and female Directors, the Board is of the opinion that board diversity (including gender diversity) has been achieved . The Board will continue to maintain board diversity and ensure the effectiveness of the Board Diversity Policy . The Nomination Committee is delegated by the Board to be responsible for compliance with relevant codes governing board diversity under the CG Code and has reviewed the board diversity policy from time to time to ensure its continued effectiveness . REMUNERATION COMMITTEE The Remuneration Committee was established on September 28 , 2019 and the revised written terms of reference of the Remuneration Committee have been adopted by the Board and are posted on the websites of the Company and the Stock Exchange . The Remuneration Committee is comprised of three members, namely Mr . Ren Wei, Dr . Debra Yu and Mr . Ye Changqing . Mr . Ren Wei is the chairman of the Remuneration Committee . The primary duties of the Remuneration Committee include : – making recommendations to the Board on all the Company ’ s remuneration policy and structure for the Directors and senior management and on the establishment of formal and transparent procedures for developing remuneration policy ; – being responsible for either (i) determining, with delegated responsibility by the Board, the remuneration packages of the individual executive Directors and Senior Management ; or (ii) making recommendations to the Board on the remuneration packages of individual executive Directors and Senior Management (this should include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of office or appointment) ; – making recommendations to the Board on the remuneration of non - executive Directors ; – considering salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Company ;
Ascentage Pharma Group International 88 Corporate Governance Report – reviewing and approving the remuneration packages of all Directors and senior management with reference to corporate goals and objectives resolved by the Board from time to time ; – reviewing and approving compensation payable to the executive directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and reasonable and not excessive ; – reviewing and approving compensation arrangements relating to dismissal or removal of the Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate ; – ensuring that no Director or any of his/her associates is involved in deciding his/her own remuneration; – advising the Shareholders on how to vote with respect to any service contracts of the Directors that require the Shareholders ’ approval under the Listing Rules ; – reviewing the Company ’ s policy on expense reimbursements for the Directors and senior management; and – to review and/or approve matters relating to share schemes under Chapter 17 of the Listing Rules. During the year ended December 31 , 2024 , the Remuneration Committee held 1 meeting during which the Remuneration Committee has performed the following major works : – evaluated and reviewed the performance of executive Director and senior management for the year ended December 31 , 2022 and made recommendations to the Board on (i) the discretionary bonuses for the year ended December 31 , 2023 , and (ii) respective remuneration packages for the year ended December 31 , 2024 ; – made recommendations to the Board on the remuneration packages of non - executive Directors (including independent non - executive Directors) for the year ended December 31 , 2024 ; and – reviewed the terms of reference for Remuneration Committee under the Board of the Company. AUDIT COMMITTEE The Audit Committee was established on September 28 , 2019 and the revised terms of reference of the Audit Committee have been adopted by the Board and are posted on the websites of the Company and the Stock Exchange . The Audit Committee is comprised of three members, namely Mr . Ye Changqing, Dr . Lu Simon Dazhong and Ms . Marina Bozilenko with Mr . Ye Changqing possessing the appropriate accounting and financial management expertise as required under Rule 3 . 10 ( 2 ) of the Listing Rules . Mr . Ye Changqing is the chairman of the Audit Committee . None of the members of the Audit Committee is a former partner of the Company ’ s external auditor . The primary duties of the Audit Committee include: – making recommendations to the Board on the appointment, re - appointment and removal of the external auditor; – reviewing and monitoring the external auditor ’ s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards ;
ANNUAL REPORT 2024 89 Corporate Governance Report – developing and implementing policies on engaging an external auditor to supply non - audit services; – discussing with the external auditor the nature and scope of the audit and relevant reporting obligation; – monitoring integrity of the Company ’ s financial statements, annual reports and accounts, half - year reports and reviewing significant financial reporting judgements contained therein ; – reviewing the Company ’ s financial controls, risk management and internal control systems; – ensuring co - ordination between the internal and external auditors; – reviewing the Company ’ s financial and accounting policies and practices; – reporting to the Board on the matters in the CG Code as set out in Appendix C1 to the Listing Rules; – preforming the corporate governance functions delegated by the Board; and – monitoring the Company ’ s environmental, social and governance issues. During the year ended December 31, 2024, the Audit Committee held 2 meetings during which the Audit Committee has performed the following major works: – acknowledged the letter from Ernst & Young regarding its independence; – reviewed and approved the consolidated results of the Group for the year ended December 31, 2023; – noted Ernst & Young ’ s report to the Audit Committee, including the draft management letter of the Directors; – reviewed and approved the draft audited consolidated financial statements of the Group and the reports of the Directors and Independent Auditors of the Company for the year ended December 31 , 2023 , and recommended to the Board for approval ; – reviewed the draft audited annual results announcement of the Group for the year ended December 31 , 2023 , and recommended to the Board for approval ; – reviewed and approved the fees charged by Ernst & Young for the non - audit services provided to the Group during the year ended December 31 , 2023 ; – considered the re - appointment of Ernst & Young as Independent Auditor of the Company for the financial statements of the Group for the year ended December 31 , 2024 , and recommended to the Board for shareholders ’ approval ; – reviewed the Company ’ s financial and accounting policies and practices; – reviewed the Company ’ s policies and practices related to corporate governance and make recommendations to the Board ;
Ascentage Pharma Group International 90 Corporate Governance Report – reviewed the training and continuous professional development of Directors and senior management; – reviewed the Company ’ s policies and practices regarding compliance with legal and regulatory requirements; – reviewed the effectiveness of the risk management and internal control systems and internal audit function; – reviewed the Company ’ s compliance with the CG Code and disclosure in the Corporate Governance Report; and – reviewed the unaudited interim results of the Group for the six months ended June 30, 2024 and its interim report, and recommended to the Board for approval. Each of the Substantial Shareholders of the Company has provided with the Company a confirmation on compliance pursuant to their undertakings under the Deed of Non - Competition . The Audit Committee has reviewed the confirmations and noted that during the year ended December 31 , 2024 , each of the Substantial Shareholders of the Company has complied with the Deed of Non - Competition . The Audit Committee was not aware of any significant issues that would have an adverse impact on the effectiveness of the corporate governance measures . ATTENDANCE RECORDS OF BOARD MEETINGS, BOARD COMMITTEE MEETING AND GENERAL MEETINGS The attendance records of each Director and each member of the Board Committees of the Company at the relevant meetings held for the year ended December 31 , 2024 are as follows : Actual Attendance/Number of Meetings a Director is entitled to attend No. of meetings held during the year Executive Directors Dr. Yang Dajun Non - executive Directors Dr. Wang Shaomeng Dr. Lu Simon Dazhong Independent Non - executive Directors Mr. Ye Changqing Dr. Yin Zheng (resigned with effect from June 7, 2024) Mr. Ren Wei Dr. David Sidransky Ms. Marina S. Bozilenko (appointed with effect from November 25, 2024) Dr. Debra Yu (appointed with effect from November 25, 2024) General Meeting Audit Committee Remuneration Committee Nomination Committee Board 1 2 1 1 4 1 – 1 1 4 1 – – – 4 1 2 – – 4 1 1 2 1 – 1 – 1 4 2 1 1 1 1 4 1 – – – – – – – – – – – 4 – –
ANNUAL REPORT 2024 91 Corporate Governance Report DIRECTORS ’ RESPONSIBILITIES FOR FINANCIAL REPORTING IN RESPECT OF FINANCIAL STATEMENTS The Directors acknowledge their responsibilities for preparing the financial statements for the year ended December 31 , 2024 and ensuring that the preparation of the accounts is in accordance with statutory requirements and applicable accounting standards . The Directors were not aware of any material uncertainties relating to events or conditions which may cast significant doubt upon the Group ’ s ability to continue as a going concern . The statement by the Independent Auditor of the Company regarding their reporting responsibilities on the consolidated financial statements of the Company is set out in the Independent Auditor ’ s Report on pages 97 and 98 of this annual report . The basis on which the Company generates or preserves value over the longer term and the strategy for delivering its objectives are explained in the sections headed “ Chairman ’ s Statement ” and “ Management Discussion and Analysis ” of this annual report . RISK MANAGEMENT AND INTERNAL CONTROL The Board is responsible for the Company ’ s risk management and internal control systems, for reviewing its effectiveness and to resolve material internal control defects (if any) on an ongoing basis . During the year ended December 31 , 2024 , the Group ’ s internal audit team and senior management conducted reviews of the effectiveness of the risk management and internal control systems of the Group, successively on Expense Reimbursements, Procurement and Contract Management processes . The Audit Committee reviewed the findings and recommendations of the internal audit team and the senior management in their meetings and reported to the Board on such review . There is an ongoing process to identify, evaluate and manage significant risks faced by the Group . The Group ’ s internal audit team and senior management make a yearly plan to cover multiple functions and processes, and at each quarter end, after the Audit Committee reviews the report and gives their opinion, the Group ’ s internal audit team and senior management will follow the progress of improvements made by the responsible party . The risk management and internal control systems are designed to manage, rather than eliminate business risk ; to help safeguard the Group ’ s assets against fraud and other irregularities ; and to give reasonable, but not absolute, assurance against material financial misstatement or loss . In addition, it should provide a basis for the maintenance of proper and fair accounting records and assist in the compliance with relevant rules and regulations . During the year ended December 31 , 2024 , the Board, through the Audit Committee, reviewed the overall effectiveness of the Group ’ s risk management and internal control systems, covering financial, operational and compliance controls and risk management functions, which included the adequacy of resources, qualifications and experience of staff of the accounting and financial reporting function, and their training programs and budget . The Board believes that there are no material internal control deficiencies that may affect the shareholders of the Company and an effective and adequate risk management and internal control system is in place to safeguard the assets of the Group . The Audit Committee and senior management together monitor the implementation of risk management policies on an ongoing basis to ensure the policies and implementation are effective and sufficient .
Ascentage Pharma Group International 92 Corporate Governance Report DISSEMINATION OF INSIDE INFORMATION With respect to the procedures and internal controls for the handling and dissemination of inside information, the Group has internal policy and procedures which strictly prohibit unauthorized use of inside information and has communicated to all staff ; the Board is aware of its obligations to announce any inside information in accordance with the Listing Rules and conducts the affairs with reference to the “ Guidelines on Disclosure of Inside Information ” issued by the Securities and Futures Commission in June 2012 . In addition, only Directors and delegated officers can act as the Group ’ s spokesperson and respond to external enquiries about the Group ’ s affairs . AUDITOR ’ S REMUNERATION For the year ended December 31 , 2024 , the total remuneration paid or payable to the Company ’ s auditors, Ernst & Young, for annual audit and non - audit services totally RMB 8 . 780 million . An analysis of the remuneration paid or payable to Ernst & Young is set out below : Description of services performed Amount (RMB ’ 000) Audit and audit related services Non - Audit services 7,900 880 Total 8 , 780 The Board and the Audit Committee have agreed on the re - appointment of Ernst & Young as the Independent Auditor of the Group for the year 2025 and the proposal will be submitted for approval at the 2025 AGM which is expected to be held on May 19 , 2025 . COMPANY SECRETARY The Company engages an external service provider to provide company secretarial services and Mr . Wong Cheung Ki Johnny has been appointed as the Company Secretary of the Company since July 2018 . Mr . Wong has assisted on the company secretarial matters of the Company since the Listing . On February 25 , 2025 , Mr . Wong has resigned as the Company Secretary and Ms . Chan Charmayne has been appointed as the Company Secretary in place of Mr . Wong . The primary contact person in the Company for Ms . Chan in relation to corporate secretarial matters is Ms . Stella Yang, the investor relations manager of the Company . For the year ended 31 December 2024 , Mr . Wong had complied with Rule 3 . 29 of the Listing Rules by taking no less than 15 hours of relevant professional training . Since Ms . Chan is an external service provider, Dr . Yang Dajun, the Chairman and Chief Executive Officer, would be the person at the Company whom Ms . Chan can contact according to code provision C . 6 . 1 of the code . COMMUNICATION WITH SHAREHOLDERS AND INVESTOR RELATIONS The Directors are aware of the importance of maintaining good relations and communications with the shareholders of the Company and in appropriate circumstances, the investment community at large . The Board established a Shareholders Communication Policy setting out the principles of the Company in relation to the communication between the shareholders, the investment community and the Company, with the objective of ensuring that its communication with the shareholders and the investment community are provided with ready, equal and timely access to material information of the Company in order to maintain an on - going dialogue with the Shareholders and to enable the Shareholders to exercise their rights in an informed manner . To ensure the shareholders of the Company are kept well informed of the Group ’ s key business imperatives, ranges of communication tools, such as AGMs, annual reports, various notices, announcements and circulars, are utilised by the Company for communication of information with the Shareholders .
ANNUAL REPORT 2024 93 Corporate Governance Report The Company has maintained a website at www . ascentagepharma . com which serves as a forum for corporate communications with the shareholders and the general public . All corporate communications required under the Listing Rules are displayed and archived since the Listing Date on the Company ’ s website and there are established procedures to ensure timely update in compliance with the Listing Rules . At the AGM, separate resolutions will be proposed by the Chairman in respect of each item on the agenda, including the re - election of the Directors . The chairman, the chairman of each of the Nomination Committee, the Remuneration Committee and the Audit Committee and members of senior management, together with representative(s) from the Independent Auditor, will attend the AGM to answer questions from the Shareholders . The notice of the AGM will be distributed to all shareholders at least 21 days prior to the AGM and the accompanying circular also sets out details of each proposed resolution and other relevant information as required under the Listing Rules . Overall, the Company considers the shareholders communication policy of the Group to be effective and adequate . The Company will continue to review the implementation and effectiveness of the policy by shareholders ’ feedback from the previous mentioned channel . SHAREHOLDERS ’ RIGHTS CONVENING AN EXTRAORDINARY GENERAL MEETING BY SHAREHOLDERS AND PUTTING FORWARD PROPOSALS Under the Articles of Association, an extraordinary general meeting ( “ EGM ” ) may be convened by the Board upon requisition by any one or more shareholders holding not less than one - tenth of the paid up capital of the Company having the right of voting at general meetings . The shareholder(s) shall make a written requisition to the Board or the Company Secretary at the Company ’ s principal place of business in Hong Kong, specifying the shareholding information of the shareholder(s), his/her/its contact details and the proposal regarding any specifying transaction/ business and its supporting documents . If within 21 days of deposit of such written requisition, the Board fails to proceed to convene such EGM, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company . MAKING ENQUIRIES TO THE BOARD The shareholders of the Company shall direct their questions about their shareholdings to the Company ’ s Hong Kong Branch Share Registrar, Tricor Investor Services Limited at 17 /F, Far East Finance Centre, 16 Harcourt Road, Hong Kong . In addition, the shareholders and the investors may at any time contact either the Company ’ s Investor Relations Department or the Company Secretary to enquire about the information published by the Company .
Ascentage Pharma Group International 94 Corporate Governance Report POLICY ON PAYMENT OF DIVIDENDS We are a holding company incorporated in the Cayman Islands . We have never declared or paid any dividends on our ordinary shares or preferred shares . We may need dividends and other distributions on equity from our PRC subsidiaries to satisfy our liquidity requirements . Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations . In addition, our PRC subsidiaries are required to set aside at least 10 % of their respective accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50 % of their respective registered capital . Our PRC subsidiaries may also allocate a portion of its after - tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion . These reserves are not distributable as cash dividends . Furthermore, if our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us . In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements we currently have in place in a manner that would materially and adversely affect our PRC subsidiaries ’ ability to pay dividends and other distributions to us . We currently intend to retain all available funds and any future earnings, if any, to fund the research and development of our product candidates and we do not anticipate paying any cash dividends in the foreseeable future . CONSTITUTIONAL DOCUMENTS During the year ended December 31 , 2024 , no amendments were made to the constitutional documents of the Company . The Articles of Association are available on the websites of the Company (www . ascentagepharma . com) and the Stock Exchange (www . hkexnews . hk) . Publication of Environmental, Social and Governance Report Disclosures relating to the material environmental, social and governance issues identified for the Reporting Period are included in the Company ’ s environmental, social and governance report pursuant to the requirements of Appendix C 2 to the Listing Rules . The Company ’ s environmental, social and governance report is available on the Company ’ s website under the “ Investor Relations ” section or the Stock Exchange ’ s website . SHARE SCHEMES The Remuneration Committee has reviewed the share schemes of the Company and the new grants during the Reporting Period . In particular, the Remuneration Committee has reviewed the effectiveness and appropriateness of using share schemes to incentivize the existing and incoming Directors, senior management and employees for their contribution to the Group, and to attract, motivate and retain skilled and experienced personnel to strive for the future development and expansion of the Group by providing them with the opportunity to own equity interests in the Company . During the review process, the Remuneration Committee has taken into factors, such as the financial, business and operation performance of the Company, the scheme rules of the share schemes, the number of shares or options granted and to be granted to share scheme participants, the need and the industry practice to use share schemes to motivate the Company ’ s employees etc . Based on the above review, the Remuneration Committee is of the view that the share schemes and the new grants during the Reporting Period are in the interests of the Company and its shareholders and therefore has given approval on relevant matters relating to share schemes during the Reporting Period .
ANNUAL REPORT 2024 95 Independent Auditor ’ s Report Ernst & Young 27/F, One Taikoo Place 979 King ’ s Road Quarry Bay, Hong Kong ᆹ≨ᴳ䀸ᑛһउᡰ 俉刲冊⎼㤡ⲷ䚃 979 㲏 ཚਔൺаᓗ 27 ⁃ Tel 䴫䂡 : +852 2846 9888 Fax ۣⵏ : +852 2868 4432 ey.com Independent auditor ’ s report To the shareholders of Ascentage Pharma Group International (Incorporated in the Cayman Islands with limited liability) OPINION We have audited the consolidated financial statements of Ascentage Pharma Group International (the “ Company ” ) and its subsidiaries (the “ Group ” ) set out on pages 99 to 182 , which comprise the consolidated statement of financial position as at December 31 , 2024 , and the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information . In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at December 31 , 2024 , and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (the “ IASB ” ) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance . BASIS FOR OPINION We conducted our audit in accordance with Hong Kong Standards on Auditing ( “ HKSAs ” ) issued by the Hong Kong Institute of Certified Public Accountants ( “ HKICPA ” ) . Our responsibilities under those standards are further described in the Auditor ’ s responsibilities for the audit of the consolidated financial statements section of our report . We are independent of the Group in accordance with the HKICPA ’ s Code of Ethics for Professional Accountants (the “ Code ” ), and we have fulfilled our other ethical responsibilities in accordance with the Code . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion . KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period . These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters . For each matter below, our description of how our audit addressed the matter is provided in that context . We have fulfilled the responsibilities described in the Auditor ’ s responsibilities for the audit of the consolidated financial statements section of our report, including in relation to these matters . Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements . The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements .
Ascentage Pharma Group International 96 Independent Auditor ’ s Report KEY AUDIT MATTERS (Continued) Key audit matter How our audit addressed the key audit matter Risk of misstatement of research and development expenses For the year ended December 31 , 2024 , the Group incurred research and development ( “ R&D ” ) expenses amounting to RMB 947 , 245 , 000 . Clinical trial expenses and service fees paid to contract research organizations ( “ CROs ” ) are the main components of R&D expenses . The R&D activities with these CROs are documented in the detailed agreements and are billed usually based on the milestones . Allocation of these R&D expenses to the appropriate financial reporting periods based on the progress of the R&D activities involves management estimation . The disclosures about accounting policies of R&D expense recognition are included in note 2 . 4 “ Material accounting policies ” and note 3 “ Significant accounting judgements and estimates ” to the consolidated financial statements . We obtained an understanding of the internal controls over the R&D expenses recognition process, performed walkthroughs and test of controls, and assessed the effectiveness of the design and implementation of the relevant internal controls . We inquired management about the reasons for periodical fluctuations in R&D expenses and assessed reasonableness of those fluctuations . We, on a sampling basis, reviewed the terms in R&D related agreements and evaluated the measurement basis of the R&D expenses and relevant accruals with the reference to the progress reported by the relevant CROs and/or the audit confirmation . We, on a sampling basis, reviewed R&D expenses payments and other supporting documents in both current and subsequent periods to determine whether those expenses were recorded in the appropriate financial reporting periods . We also focused on the adequacy of the disclosures of the R&D expenses in the consolidated financial statements.
ANNUAL REPORT 2024 97 Independent Auditor ’ s Report OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT The directors of the Company are responsible for the other information . The other information comprises the information included in the Annual Report, other than the consolidated financial statements and our auditor ’ s report thereon . Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon . In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated . If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact . We have nothing to report in this regard . RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards issued by the IASB and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error . In preparing the consolidated financial statements, the directors of the Company are responsible for assessing the Group ’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors of the Company either intend to liquidate the Group or to cease operations or have no realistic alternative but to do so . The directors of the Company are assisted by the Audit Committee in discharging their responsibilities for overseeing the Group ’ s financial reporting process . AUDITOR ’ S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor ’ s report that includes our opinion . Our report is made solely to you, as a body, and for no other purpose . We do not assume responsibility towards or accept liability to any other person for the contents of this report . Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists . Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements . As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional scepticism throughout the audit . We also : • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion . The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control .
Ascentage Pharma Group International 98 Independent Auditor ’ s Report AUDITOR ’ S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group ’ s internal control . • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors . • Conclude on the appropriateness of the directors ’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group ’ s ability to continue as a going concern . If we conclude that a material uncertainty exists, we are required to draw attention in our auditor ’ s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion . Our conclusions are based on the audit evidence obtained up to the date of our auditor ’ s report . However, future events or conditions may cause the Group to cease to continue as a going concern . • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation . • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements . We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit . We remain solely responsible for our audit opinion . We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit . We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied . From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters . We describe these matters in our auditor ’ s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication . The engagement partner on the audit resulting in this independent auditor ’ s report is Lau Kwok Wa Lawrence . Ernst & Young Certified Public Accountants Hong Kong April 16, 2025
ANNUAL REPORT 2024 99 Consolidated Statement of Profit or Loss Year ended December 31, 2024 Notes 5 REVENUE Cost of sales 5 Gross profit Other income and gains 7 Selling and distribution expenses Administrative expenses Research and development expenses Other expenses 8 Finance costs 18 Share of (loss)/profit of a joint venture 6 LOSS BEFORE TAX 11 Income tax (expense)/credit LOSS FOR THE YEAR Attributable to: Owners of the parent Non - controlling interests LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT Basic and diluted – For loss for the year (RMB) 13 2023 2024 RMB ’ 000 RMB ’ 000 221,984 980,650 (30,543) (29,085) 191,441 951,565 59,316 57,359 (195,387) (195,998) (181,076) (187,125) (706,972) (947,245) (5,203) (9,075) (96,057) (64,455) 1,076 (281) (932,862) (395,255) 7,150 (10,425) (925,712) (405,680) (925,637) (405,433) (75) (247) (3.28) (1.34)
Ascentage Pharma Group International 100 Consolidated Statement of Comprehensive Loss Year ended December 31, 2024 LOSS FOR THE YEAR OTHER COMPREHENSIVE INCOME Other comprehensive income that may be reclassified to profit or loss in subsequent periods: Exchange differences on translation of foreign operations Other comprehensive income that will not be reclassified to profit or loss in subsequent periods: Exchange differences on translation of the Company OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX TOTAL COMPREHENSIVE LOSS FOR THE YEAR Attributable to: Owners of the parent Non - controlling interests 2023 2024 RMB ’ 000 RMB ’ 000 (925,712) (405,680) 20,593 2,829 5,666 4,120 26,259 6,949 (899,453) (398,731) (899,378) (398,484) (75) (247)
ANNUAL REPORT 2024 101 Consolidated Statement of Financial Position December 31, 2024 Notes NON - CURRENT ASSETS 14 Property, plant and equipment 15(a) Right - of - use assets 16 Goodwill 17 Other intangible assets 18 Investment in a joint venture 19 Financial assets at fair value through profit or loss ( “ FVTPL ” ) 20 Deferred tax assets 21 Other non - current assets Total non - current assets CURRENT ASSETS 22 Inventories 23 Trade receivables 24 Prepayments, other receivables and other assets 25 Cash and bank balances Total current assets CURRENT LIABILITIES 26 Trade payables 27 Other payables and accruals 28 Contract liabilities 29 Interest - bearing bank and other borrowings Total current liabilities NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES 2023 2024 RMB ’ 000 RMB ’ 000 905,815 849,450 51,252 56,109 24,694 24,694 85,446 75,998 16,998 32,717 1,951 1,141 59,842 44,236 10,217 59,303 1,156,215 1,143,648 16,167 6,597 145,893 83,143 88,285 123,211 1,093,833 1,261,211 1,344,178 1,474,162 72,445 91,966 206,914 258,098 38,410 37,485 616,404 779,062 934,173 1,166,611 410,005 307,551 1,566,220 1,451,199
Ascentage Pharma Group International 102 Consolidated Statement of Financial Position (Continued) December 31, 2024 Notes 28 NON - CURRENT LIABILITIES Contract liabilities 29 Interest - bearing bank and other borrowings 20 Deferred tax liabilities 30 Long - term payables 31 Deferred income Other non - current liabilities Total non - current liabilities Net assets 32 EQUITY Equity attributable to owners of the parent Share capital 32 Treasury shares 33 Reserves Non - controlling interests Total equity 2023 2024 RMB ’ 000 RMB ’ 000 251,189 248,460 1,179,191 889,435 10,549 5,368 18,299 – 36,360 27,500 – 6,274 1,495,588 1,177,037 70,632 274,162 197 214 (21,351) (8) 81,571 263,988 60,417 264,194 10,215 9,968 70,632 274,162 Dr. Yang Dajun Director Dr. Wang Shaomeng Director
ANNUAL REPORT 2024 103 Consolidated Statement of Changes in Equity Year ended December 31, 2024 At January 1, 2024 Loss for the year Other comprehensive income for the year: Exchange differences on translation of operations Total comprehensive loss for the year Issue of ordinary shares Repurchase of ordinary shares Equity - settled share - based payments – Restricted share unit ( “ RSU ” ) expenses – Exercise of pre - IPO share options – Vesting of RSUs Equity - settled bonus At December 31, 2024 Total equity RMB ’ 000 70,632 (405,680) 6,949 Non - controlling interests RMB ’ 000 10,215 (247) – Attributable to owners of the parent Total RMB ’ 000 60,417 (405,433) 6,949 Accumulated losses RMB ’ 000 (5,365,122) (405,433) – Exchange fluctuation reserve RMB ’ 000 (133,020) – 6,949 Capital and reserves RMB ’ 000 (371,441) – – Share premium RMB ’ 000 5,951,154 – – Treasury shares RMB ’ 000 (21,351) – – Share capital RMB ’ 000 197 – – (398,731) (247) (398,484) (405,433) 6,949 – – – – 533,940 – 533,940 – – – 533,923 – 17 (1,959) – (1,959) – – – – (1,959) – 20,924 – 20,924 – – 20,924 – – – 6 – 6 – – (11,373) 11,379 – – – – – – – (22,625) 7,954 14,671 – 49,350 – 49,350 – – – 40,719 8,631 – 274,162 9,968 264,194 (5,770,555)* (126,071)* (384,515)* 6,545,129* (8) 214
Ascentage Pharma Group International 104 Consolidated Statement of Changes in Equity (Continued) Year ended December 31, 2024 Attributable to owners of the parent Total equity Non - controlling interests Total Accumulated losses Exchange fluctuation reserve Capital and reserves Share premium Treasury shares Share capital RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 408,658 – 408,658 (4,439,485) (159,279) (359,235) 5,393,029 (26,552) 180 (925,712) (75) (925,637) (925,637) – – – – – 26,259 – 26,259 – 26,259 – – – – (899,453) (75) (899,378) (925,637) 26,259 – – – – 10,290 10,290 – – – – – – – 470,081 – 470,081 – – – 470,066 – 15 (5,923) – (5,923) – – – – (5,923) – 3,750 – 3,750 – – 3,750 – – – 27,753 – 27,753 – – 27,753 – – – 8 – 8 – – (18,347) 18,354 – 1 – – – – – (25,362) 14,239 11,123 – 55,468 – 55,468 – – – 55,466 1 1 70,632 10,215 60,417 (5,365,122)* (133,020)* (371,441)* 5,951,154* (21,351) 197 At January 1, 2023 Loss for the year Other comprehensive income for the year: Exchange differences on translation of operations Total comprehensive loss for the year Capital contribution from a non - controlling shareholder of a subsidiary Issue of ordinary shares Repurchase of ordinary shares Equity - settled share - based payments – Pre - IPO share option expenses – RSU expenses – Exercise of pre - IPO share options – Vesting of RSUs Equity - settled bonus At December 31, 2023 * These reserve accounts comprise the consolidated reserves of RMB263,988,000 (2023: RMB81,571,000) in the consolidated statement of financial position.
ANNUAL REPORT 2024 105 Consolidated Statement of Cash Flows Year ended December 31, 2024 Notes CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax Adjustments for: 6 Depreciation of property, plant and equipment 6 Depreciation of investment property 6 Depreciation of right - of - use assets 6 Amortization of intangible assets 6 Equity - settled share - based payments 6 Loss/(gain) on disposal of items of property, plant and equipment 6 Gain on disposal of items of lease 6 Fair value loss on financial assets measured at FVTPL 6 Fair value gain on derivative financial instruments 8 Finance costs 18 Share of profit of a joint venture 6 Foreign exchange gain Increase in restricted bank balances Decrease/(Increase) in inventories Decrease/(Increase) in trade receivables Increase in prepayments, other receivables and other assets Increase in other non - current assets Increase/(Decrease) in trade payables Increase in other payables and accruals (Decrease)/Increase in contract liabilities Increase in deferred income Cash used in operations Net cash flows used in operating activities 2023 2024 RMB ’ 000 RMB ’ 000 (932,862) (395,255) 55,281 71,184 15,883 – 11,632 11,134 10,399 10,851 31,503 20,924 (4) 50 – (85) 699 832 (2,822) – 96,057 64,455 (1,076) 281 (1,621) (6,694) (716,931) (222,323) (7,936) (96) (6,719) 9,570 (91,537) 62,750 (7,841) (14,421) (3,552) (48,950) (23,114) 19,521 48,573 78,506 81,620 (3,654) 1,360 7,740 (726,077) (111,357) (726,077) (111,357)
Ascentage Pharma Group International 106 Consolidated Statement of Cash Flows (Continued) Year ended December 31, 2024 Notes CASH FLOWS FROM INVESTING ACTIVITIES Purchases of items of property, plant and equipment Proceeds from disposal of items of property, plant and equipment Purchase of items of other intangible assets Payment of contingent consideration from acquisition of a subsidiary (Placement)/Maturity in time deposits with original maturity of more than three months Investment in a joint venture Net cash flows (used in)/from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Payments of repurchase of shares Proceeds from exercise of share options Interest paid New bank loans Repayment of bank loans Principal portion of lease payments Capital contribution from non - controlling shareholders of a subsidiary Listing expense paid Net cash flows from financing activities NET DECREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of year Effect of foreign exchange rate changes, net CASH AND CASH EQUIVALENTS AT END OF YEAR ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS Cash and cash equivalents at end of year Restricted bank balances Time deposits with original maturity of more than three months 25 25 25 Cash and bank balances at end of year 2023 2024 RMB ’ 000 RMB ’ 000 (46,108) (24,289) 14 – (10,736) – (20,000) (9,516) 98,752 (312,230) – (16,000) 21,922 (362,035) 470,081 533,940 (5,923) – 8 6 (92,348) (60,556) 953,500 535,923 (956,091) (672,850) (10,766) (8,413) 10,290 – – (13,283) 368,751 314,767 (335,404) (158,625) 1,345,639 1,038,048 27,813 13,677 1,038,048 893,100 1,038,048 893,100 24,537 24,633 31,248 343,478 1,093,833 1,261,211
ANNUAL REPORT 2024 107 Notes to the Consolidated Financial Statements December 31, 2024 1. CORPORATE AND GROUP INFORMATION The Company is a limited liability company incorporated in the Cayman Islands on November 17 , 2017 . The registered office of the Company is located at the office of Walkers Corporate Limited, with the registered address of 190 Elgin Avenue, George Town, Grand Cayman KY 1 - 9008 , Cayman Islands . The Company is an investment holding company . The Company became the holding company of the subsidiaries upon completion of the reorganization in July 2018 . The Company is a global biopharmaceutical company engaged in discovering, developing and commercializing therapies to address global medical needs primarily in hematological malignancies . The shares of the Company have been listed on the Main Board of the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ” ) since October 28 , 2019 . In January 2025 , the Company completed an initial public offering ( “ IPO ” ) with the NASDAQ . Information about subsidiaries Particulars of the Company ’ s principal subsidiaries are as follows : Company name Place and date of incorporation/ registration and place of business Nominal value of issued/registered share capital Principal business Suzhou Ascentage Pharma Co., Ltd.* @ ( 㰷ᐎӎⴋ㰕ᾝᴹ䲀ޜਨ ) ( “ Suzhou Yasheng ” ) PRC/Mainland China June 1, 2016 Renminbi ( “ RMB ” ) 2,000,000,000 Percentage of equity interests attributable to the Company Direct Indirect – 100% Medical research and development Guangzhou Healthquest Pharma Co., Ltd.* @ ( ᔓᐎ丶ڕ⭏⢙䟛㰕、ᢰᴹ䲀ޜਨ ) ( “ Healthquest Pharma ” ) PRC/Mainland China July 3, 2012 RMB 150,000,000 – 100% Clinical development and sale of products Ascentage Pharma Group Inc. United States of America ( “ United States ” ) November 4 , 2015 US$15 – 100% Clinical trials Shanghai Centagen Pharma Co. , Ltd.* @ ( к⎧ⴋ䚄ڕ䟛㰕ᴹ䲀ޜਨ ) PRC/Mainland China January 27, 2022 RMB30,000,000 – 100% Sale of products Suzhou Shenghe Innovation Works Biotech Co. , Ltd.* @ ( 㰷ᐎⴋਸࢥᯠᐕ⭏⢙ᢰ㺃ᴹ䲀ޜਨ ) PRC/Mainland China September 21, 2022 RMB500,000 – 100% Rental of building to group companies * The English names of the companies registered in the PRC represent the best efforts made by the management of the Company in directly translating the Chinese names of these companies as no English names have been registered. @ These entities are limited liability companies established in the PRC.
Ascentage Pharma Group International 108 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES 1. Basis of preparation These financial statements have been prepared in accordance with IFRS Accounting Standards (which include all International Financial Reporting Standards, International Accounting Standards ( “ IASs ” ) and interpretations) approved by the International Accounting Standards Board (the “ IASB ” ) and the disclosure requirements of the Hong Kong Companies Ordinance . These have been prepared under the historical cost convention, except for financial assets at FVTPL and derivative financial instruments which have been measured at fair value . These financial statements are presented in RMB and all values are rounded to the nearest thousand except when otherwise indicated . Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries (collectively referred to as the “ Group ” ) for the year ended December 31 , 2024 . A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company . Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i . e . , existing rights that give the Group the current ability to direct the relevant activities of the investee) . Generally, there is a presumption that a majority of voting rights results in control . When the Company has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including : (a) the contractual arrangement with the other vote holders of the investee; (b) rights arising from other contractual arrangements; and (c) the Group ’ s voting rights and potential voting rights. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies . The results of subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases . Profit or loss and each component of other comprehensive income are attributed to the owners of the parent of the Group and to the non - controlling interests, even if this results in the non - controlling interests having a deficit balance . All intra - group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation . The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control described above . A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction . If the Group loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, any non - controlling interest and the exchange fluctuation reserve ; and recognizes the fair value of any investment retained and any resulting surplus or deficit in profit or loss . The Group ’ s share of components previously recognized in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group had directly disposed of the related assets or liabilities .
ANNUAL REPORT 2024 109 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.2 Changes in accounting policies and disclosures The Group has adopted the following revised IFRS Accounting Standards for the first time for the current year ’ s financial statements. Amendments to IFRS 16 Amendments to IAS 1 Amendments to IAS 1 Amendments to IAS 7 IFRS 7 Lease Liability in a Sale and Leaseback Classification of Liabilities as Current or Non - current (the “ 2020 Amendments ” ) Non - current Liabilities with Covenants (the “ 2022 Amendments ” ) Supplier Finance Arrangements The nature and the impact of the revised IFRS Accounting Standards are described below: (a) Amendments to IFRS 16 specify the requirements that a seller - lessee uses in measuring the lease liability arising in a sale and leaseback transaction to ensure the seller - lessee does not recognize any amount of the gain or loss that relates to the right of use it retains . Since the Group has no sale and leaseback transactions with variable lease payments that do not depend on an index or a rate occurring from the date of initial application of IFRS 16 , the amendments did not have any impact on the financial position or performance of the Group . (b) The 2020 Amendments clarify the requirements for classifying liabilities as current or non - current, including what is meant by a right to defer settlement and that a right to defer must exist at the end of the reporting period . Classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer settlement . The amendments also clarify that a liability can be settled in its own equity instruments, and that only if a conversion option in a convertible liability is itself accounted for as an equity instrument would the terms of a liability not impact its classification . The 2022 Amendments further clarify that, among covenants of a liability arising from a loan arrangement, only those with which an entity must comply on or before the reporting date affect the classification of that liability as current or non - current . Additional disclosures are required for non - current liabilities that are subject to the entity complying with future covenants within 12 months after the reporting period . The Group has reassessed the terms and conditions of its liabilities as at January 1 , 2023 and 2024 and concluded that the classification of its liabilities as current or non - current remained unchanged upon initial application of the amendments . Accordingly, the amendments did not have any impact on the financial position or performance of the Group . (c) Amendments to IAS 7 and IFRS 7 clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements . The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity ’ s liabilities, cash flows and exposure to liquidity risk . As the Group does not have supplier finance arrangements, the amendments did not have any impact on the Group ’ s financial statements .
Ascentage Pharma Group International 110 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.3 Issued but not yet effective IFRS accounting standards The Group has not applied the following new and revised IFRS Accounting Standards, that have been issued but are not yet effective, in these financial statements . The Group intends to apply these new and revised IFRS Accounting Standards, if applicable, when they become effective . Presentation and Disclosure in Financial Statements 3 Subsidiaries without Public Accountability: Disclosures 3 Amendments to the Classification and Measurement of Financial Instruments 2 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 4 Lack of Exchangeability 1 Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 2 IFRS 18 IFRS 19 Amendments to IFRS 9 and IFRS 7 Amendments to IFRS 10 and IAS 28 Amendments to IAS 21 Annual Improvements to IFRS Accounting Standards – Volume 11 Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature - dependent Electricity 2 1 2 3 4 Effective for annual periods beginning on or after January 1, 2025 Effective for annual periods beginning on or after January 1, 2026 Effective for annual/reporting periods beginning on or after January 1, 2027 No mandatory effective date yet determined but available for adoption The Group is in the process of making an assessment of the impact of these new and revised IFRS Accounting Standards upon initial application . IFRS 18 is expected to be applicable to the Group . IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including specific totals and subtotals . It also requires disclosure of management - defined performance measures in a note and introduces new requirements for aggregation and disaggregation of financial information . The new requirements are expected to impact the Group ’ s presentation of the statement of profit or loss and disclosures of the Group ’ s financial performance . So far, the Group considers that the new and revised standards are unlikely to have a significant impact on the Group ’ s results of operations and financial position .
ANNUAL REPORT 2024 111 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.4 Material accounting policies Investments in joint venture A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture . Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control . The Group ’ s investments in joint ventures are stated in the consolidated statement of financial position at the Group ’ s share of net assets under the equity method of accounting, less any impairment losses . Adjustments are made to bring into line any dissimilar accounting policies that may exist . The Group ’ s share of the post - acquisition results and other comprehensive income of joint ventures is included in the consolidated statement of profit or loss and consolidated other comprehensive income, respectively . In addition, when there has been a change recognized directly in the equity of the joint venture, the Group recognizes its share of any changes, when applicable, in the consolidated statement of changes in equity . Unrealized gains and losses resulting from transactions between the Group and its joint ventures are eliminated to the extent of the Group ’ s investments in the joint ventures, except where unrealized losses provide evidence of an impairment of the assets transferred . Goodwill arising from the acquisition of joint ventures is included as part of the Group ’ s investments in joint ventures . Goodwill Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount recognized for non - controlling interests and any fair value of the Group ’ s previously held equity interests in the acquiree over the identifiable assets acquired and liabilities assumed . If the sum of this consideration and other items is lower than the fair value of the net assets acquired, the difference is, after reassessment, recognized in profit or loss as a gain on bargain purchase . After initial recognition, goodwill is measured at cost less any accumulated impairment losses . Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired . The Group performs its annual impairment test of goodwill as at December 31 . For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group ’ s cash - generating units, or groups of cash - generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units . Impairment is determined by assessing the recoverable amount of the cash - generating unit (group of cash - generating units) to which the goodwill relates . Where the recoverable amount of the cash - generating unit (group of cash - generating units) is less than the carrying amount, an impairment loss is recognized . An impairment loss recognized for goodwill is not reversed in a subsequent period . Where goodwill has been allocated to a cash - generating unit (or group of cash - generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on the disposal . Goodwill disposed of in these circumstances is measured based on the relative value of the operation disposed of and the portion of the cash - generating unit retained .
Ascentage Pharma Group International 112 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.4 Material accounting policies (Continued) Fair value measurement The Group measures its financial asset at FVTPL and derivative financial instruments at fair value at the end of each reporting period . Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date . The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability . The principal or the most advantageous market must be accessible by the Group . The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest . A fair value measurement of a non - financial asset takes into account a market participant ’ s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use . The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs . All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole : Level 1 Level 2 Level 3 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period . Impairment of non - financial assets Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than inventories, deferred tax assets and non - current assets), the asset ’ s recoverable amount is estimated . An asset ’ s recoverable amount is the higher of the asset ’ s or cash - generating unit ’ s value in use and its fair value less costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash - generating unit to which the asset belongs . In testing a cash - generating unit for impairment, a portion of the carrying amount of a corporate asset (e . g . , a headquarters building) is allocated to an individual cash - generating unit if it can be allocated on a reasonable and consistent basis or, otherwise, to the smallest group of cash - generating units .
ANNUAL REPORT 2024 113 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 4. Material accounting policies (Continued) Impairment of non - financial assets (Continued) An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverable amount . In assessing value in use, the estimated future cash flows are discounted to their present value using a pre - tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset . An impairment loss is charged to the statement of profit or loss in the period in which it arises in those expense categories consistent with the function of the impaired asset . An assessment is made at the end of each reporting period as to whether there is an indication that previously recognized impairment losses may no longer exist or may have decreased . If such an indication exists, the recoverable amount is estimated . A previously recognized impairment loss of an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortization) had no impairment loss been recognized for the asset in prior years . A reversal of such an impairment loss is credited to the statement of profit or loss in the period in which it arises . Related parties A party is considered to be related to the Group if: (a) the party is a person or a close member of that person ’ s family and that person: (i) has control or joint control over the Group; (ii) has significant influence over the Group; or (iii) is a member of the key management personnel of the Group or of a parent of the Group; or (b) the party is an entity where any of the following conditions applies: (i) the entity and the Group are members of the same group; (ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); (iii) the entity and the Group are joint ventures of the same third party; (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity; (v) the entity is a post - employment benefit plan for the benefit of employees of either the Group or an entity related to the Group; (vi) the entity is controlled or jointly controlled by a person identified in (a); (vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and (viii) the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent of the Group.
Ascentage Pharma Group International 114 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.4 Material accounting policies (Continued) Property, plant and equipment and depreciation Property, plant and equipment, other than construction in progress, are stated at cost less accumulated depreciation and any impairment losses . The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use . Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the statement of profit or loss in the period in which it is incurred . In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalized in the carrying amount of the asset as a replacement . Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognizes such parts as individual assets with specific useful lives and depreciates them accordingly . Depreciation is calculated on the straight - line basis to write off the cost of each item of property, plant and equipment to its residual value over its estimated useful life . The principal annual rates used for this purpose are as follows : Buildings Leasehold improvements Furniture and equipment Motor vehicles 4.75% 20% to 33.33% 9.5% to 31.67% 23.75% Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately . Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end . An asset ’ s carrying amount is written down immediately to its recoverable amount if the asset ’ s carrying amount is greater than its estimated recoverable amount . An item of property, plant and equipment including any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal . Any gain or loss on disposal or retirement recognized in the statement of profit or loss in the year the asset is derecognized is the difference between the net sales proceeds and the carrying amount of the relevant asset . Construction in progress is stated at cost less any impairment losses, and is not depreciated . It is reclassified to the appropriate category of property, plant and equipment when completed and ready for use .
ANNUAL REPORT 2024 115 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.4 Material accounting policies (Continued) Intangible assets (other than goodwill) Intangible assets acquired separately are measured on initial recognition at cost . The cost of intangible assets acquired in a business combination is the fair value at the date of acquisition . The useful lives of intangible assets are assessed to be either finite or indefinite . Intangible assets with finite lives are subsequently amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired . The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year end . Intangible assets are amortized on the straight - line basis over the following useful economic lives : Software Patent License 3 to 10 years 14 years 20 years The useful lives of software are assessed by the Group considering different purpose and usage of the software, and the authorized period for use . The useful life of patents is assessed by the Group based on the remaining and foreseeable patent protection period after acquisition . The useful life of purchased license is assessed by considering the expected usage of the license by the Group . Research and development costs All research costs are charged to the statement of profit or loss as incurred . Expenditure incurred on projects to develop new products is capitalized and deferred only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the project and the ability to measure reliably the expenditure during the development . Product development expenditure which does not meet these criteria is expensed when incurred . During the reporting period, all expenses incurred for research and development activities were regarded as research expenses and therefore were expensed when incurred . Leases The Group assesses at contract inception whether a contract is, or contains, a lease . A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration . Group as a lessee The Group applies a single recognition and measurement approach for all leases, except for short - term leases and leases of low - value assets . The Group recognizes lease liabilities to make lease payments and right - of - use assets representing the right to use the underlying assets .
Ascentage Pharma Group International 116 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 4. Material accounting policies (Continued) Leases (Continued) Group as a lessee (Continued) (a) Right - of - use assets Right - of - use assets are recognized at the commencement date of the lease (that is the date the underlying asset is available for use) . Right - of - use assets are measured at cost, less accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities . The cost of right - of - use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received . Right - of - use assets are depreciated on a straight - line basis over the shorter of the lease terms and the estimated useful lives of the assets as follows : Leasehold land Buildings 30 years 2 to 7 years If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset . (b) Lease liabilities Lease liabilities are recognized at the commencement date of the lease at the present value of lease payments to be made over the lease term . The lease payments include fixed payments (including in - substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees . The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term reflects the Group exercising the option to terminate the lease . The variable lease payments that do not depend on an index or a rate are recognized as an expense in the period in which the event or condition that triggers the payment occurs . In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable . After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made . In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in lease payments (e . g . , a change to future lease payments resulting from a change in an index or rate) or a change in assessment of an option to purchase the underlying asset . The Group ’ s lease liabilities are included in interest - bearing bank and other borrowings .
ANNUAL REPORT 2024 117 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.4 Material accounting policies (Continued) Leases (Continued) Group as a lessee (Continued) (c) Short - term leases and leases of low - value assets The Group applies the short - term lease recognition exemption to its short - term leases of machinery and equipment (that is those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option) . It also applies the recognition exemption for leases of low - value assets to leases of office equipment that are considered to be of low value . Lease payments on short - term leases and leases of low - value assets are recognized as an expense on a straight - line basis over the lease term . Investments and other financial assets Initial recognition and measurement Financial assets are classified, at initial recognition, as subsequently measured at amortized cost and fair value through profit and loss . The classification of financial assets at initial recognition depends on the financial asset ’ s contractual cash flow characteristics and the Group ’ s business model for managing them . With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient of not adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair value plus in the case of a financial asset not at FVTPL, transaction costs . Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15 in accordance with the policies set out for “ Revenue recognition ” below . In order for a financial asset to be classified and measured at amortized cost, it needs to give rise to cash flows that are solely payments of principal and interest ( “ SPPI ” ) on the principal amount outstanding . Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model . The Group ’ s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows . The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both . Financial assets classified and measured at amortized cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows, while financial assets classified and measured at fair value through other comprehensive income are held within a business model with the objective of both holding to collect contractual cash flows and selling . Financial assets which are not held within the aforementioned business models are classified and measured at fair value through profit or loss . Purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace are recognized on the trade date, that is, the date that the Group commits to purchase or sell the asset .
Ascentage Pharma Group International 118 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 4. Material accounting policies (Continued) Investments and other financial assets (Continued) Subsequent measurement The subsequent measurement of financial assets depends on their classification as follows : Financial assets at amortized cost (debt instruments) Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment . Gains and losses are recognized in the statement of profit or loss when the asset is derecognized, modified or impaired . Financial assets at FVTPL Financial assets at FVTPL are carried in the statement of financial position at fair value with net changes in fair value recognized in the statement of profit or loss . This category includes derivative instruments and equity investments which the Group had not irrevocably elected to classify at FVOCI . Dividends on the equity investments are also recognized as other income in the statement of profit or loss when the right of payment has been established . Derecognition of financial assets A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i . e . , removed from the Group ’ s consolidated statement of financial position) when : • the rights to receive cash flows from the asset have expired; or • the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “ pass - through ” arrangement ; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset . When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass - through arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset . When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of the Group ’ s continuing involvement . In that case, the Group also recognizes an associated liability . The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained . Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay .
ANNUAL REPORT 2024 119 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.4 Material accounting policies (Continued) Impairment of financial assets The Group recognizes an allowance for expected credit losses ( “ ECLs ” ) for all debt instruments not held at fair value through profit or loss . ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate . The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms . General approach ECLs are recognized in two stages . For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months (a 12 - month ECL) . For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL) . At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased significantly since initial recognition . When making the assessment, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information that is available without undue cost or effort, including historical and forward - looking information . The Group considers a financial asset in default when contractual payments are 120 days past due . However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group . A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows . Financial assets at amortized cost are subject to impairment under the general approach and they are classified within the following stages for measurement of ECLs except for trade receivables which apply the simplified approach as detailed below . Stage 1 – Stage 2 – Stage 3 Financial instruments for which credit risk has not increased significantly since initial recognition and for which the loss allowance is measured at an amount equal to 12 - month ECLs Financial instruments for which credit risk has increased significantly since initial recognition but that are not credit - impaired financial assets and for which the loss allowance is measured at an amount equal to lifetime ECLs – Financial assets that are credit - impaired at the reporting date (but that are not purchased or originated credit - impaired) and for which the loss allowance is measured at an amount equal to lifetime ECLs
Ascentage Pharma Group International 120 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.4 Material accounting policies (Continued) Impairment of financial assets (Continued) Simplified approach For trade receivables that do not contain a significant financing component or when the Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group applies the simplified approach in calculating ECLs . Under the simplified approach, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date . The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward - looking factors specific to the debtors and the economic environment . Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and borrowings, or payables, as appropriate . All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs . The Group ’ s financial liabilities include trade payables, financial liabilities included in other payables and accruals, interest - bearing bank and other borrowings and long - term payables . Subsequent measurement The subsequent measurement of financial liabilities depends on their classification as follows : Financial liabilities at amortized cost (trade and other payables, and borrowings) After initial recognition, trade and other payables, and interest - bearing borrowings are subsequently measured at amortized cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost . Gains and losses are recognized in the statement of profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process . Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate . The effective interest rate amortization is included in finance costs in the statement of profit or loss .
ANNUAL REPORT 2024 121 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.4 Material accounting policies (Continued) Derecognition of financial liabilities A financial liability is derecognized when the obligation under the liability is discharged or cancelled, or expires . When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognized in the statement of profit or loss . Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously . Treasury shares Own equity instruments which are reacquired and held by the Company or the Group (treasury shares) are recognized directly in equity at cost . No gain or loss is recognized in the statement of profit or loss on the purchase, sale, issue or cancellation of the Group ’ s own equity instruments . Inventories Inventories are stated at the lower of cost and net realizable value . Cost is determined on the first - in, first - out basis . Net realizable value is based on estimated selling prices less any estimated costs to be incurred to completion and disposal . Cash and cash equivalents Cash and cash equivalents in the consolidated statement of cash flows comprise cash on hand and at banks, and short - term highly liquid deposits with a maturity of generally within three months that are readily convertible into known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting short - term cash commitments . For the purpose of the consolidated statement of financial positions, cash and bank balances comprise cash and cash equivalents as defined above, restricted bank balances and time deposits with original maturity of more than three months .
Ascentage Pharma Group International 122 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 4. Material accounting policies (Continued) Provisions A provision is recognized when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation . When the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain . The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement . When the effect of discounting is material, the amount recognized for a provision is the present value at the end of the reporting date of the future expenditures expected to be required to settle the obligation . The increase in the discounted present value amount arising from the passage of time is included in finance costs in the statement of profit or loss . Income tax Income tax comprises current and deferred tax . Income tax relating to items recognized outside profit or loss is recognized outside profit or loss, either in other comprehensive income or directly in equity . Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each of the reporting period, taking into consideration interpretations and practices prevailing in the countries in which the Group operates . Deferred tax is provided, using the liability method, on all temporary differences at the end of reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes . Deferred tax liabilities are recognized for all taxable temporary differences, except : (i) when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences ; and (ii) in respect of taxable temporary differences associated with investments in subsidiaries, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future .
ANNUAL REPORT 2024 123 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 4. Material accounting policies (Continued) Income tax (Continued) Deferred tax assets are recognized for all deductible temporary differences, and the carryforward of unused tax credits and any unused tax losses . Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits and unused tax losses can be utilized, except : (i) when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences ; and (ii) in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are only recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized . The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized . Unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered . Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period . Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered .
Ascentage Pharma Group International 124 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 4. Material accounting policies (Continued) Government grants Government grants are recognized at their fair value where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with . When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the costs, for which it is intended to compensate, are expensed . The government grants whose primary condition is to compensate for research and development projects or other than purchase, construct or otherwise acquire long - term assets are designated as grants related to income . Some of the grants related to income have future related costs expected to be incurred, and require the Group to comply with conditions attached to the grants and the government to acknowledge the compliance of these conditions . These grants related to income are recognized as deferred income in the consolidated statement of financial position and transferred to profit or loss when related costs are subsequently incurred and the Group received government acknowledge of compliance . Other government grants related to income that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable . Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognized when control of goods or services is transferred to the customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services . When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which the Group will be entitled in exchange for transferring the goods or services to the customer . The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved . When the contract contains a financing component which provides the customer with a significant benefit of financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between the Group and the customer at contract inception . When the contract contains a financing component which provides the Group with a significant financial benefit for more than one year, revenue recognized under the contract includes the interest expense accreted on the contract liability under the effective interest method . For a contract where the period between the payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, using the practical expedient in IFRS 15 . (a) Sale of products Revenue from the sale of products is recognized at the point in time when control of the asset is transferred to the customer, generally on acceptance of the products.
ANNUAL REPORT 2024 125 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 4. Material accounting policies (Continued) Revenue recognition (Continued) Revenue from contracts with customers (Continued) (b) Commercialization rights Th e G rou p prov ide s comm erc ial iza tio n, dev el opment and b r andi ng ri ghts (c oll ec tiv ely , “ Commercialization Rights ” ) to customers for an agreed upon commercialization period ending ten years from the date of the first sale of the product as stipulated in the relevant agreement . The consideration for commercialization rights comprises several milestones, including but not limited to development and commercialization milestones . The payment of commercialization rights is recorded under contract liabilities and recognized as revenue over time during the commercialization period . The Group determined that the output method is the best method in measuring the progress of the commercialization activities . Milestone payments are recognized as transaction prices when the Group can conclude that it is highly probable that there will not be a subsequent reversal of a significant amount of revenue . (c) Intellectual property income Intellectual property income is recognized at the point in time at which the non - patented intellectual property is granted to the customer because the Company will not undertake activities that affect such intellectual property . The consideration for intellectual property income comprises a fixed element and a variable element . Variable element is recognized as the transaction price when the Company can conclude that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur . (d) Others The Group provides consulting services to its customers through contracts . Depending on the contract, revenue is recognized over time as the service is rendered, or at the point in time as the service is completed and accepted . Other income Interest income is recognized on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset . Contract liabilities A contract liability is recognized when a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services . Contract liabilities are recognized as revenue when the Group performs under the contract (i . e . , transfers control of the related goods or services to the customer) .
Ascentage Pharma Group International 126 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.4 Material accounting policies (Continued) Share - based payments The Company operates a share incentive plan which includes the pre - IPO share option scheme, 2018 restricted share unit scheme (the “ 2018 RSU Scheme ” ), 2021 restricted share unit scheme (the “ 2021 RSU Scheme ” ) and 2022 restricted share unit scheme (the “ 2022 RSU Scheme ” ) . Employees (including directors) of the Group receive remuneration in the form of share - based payments, whereby employees render services in exchange for equity instruments ( “ equity - settled transactions ” ) . The cost of equity - settled transactions with employees is measured by reference to the fair value at the date at which they are granted, further details of which are given in note 34 to the financial statements . The cost of equity - settled transactions is recognized in employee benefit expense, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled . The cumulative expense recognized for equity - settled transactions at the end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and the Group ’ s best estimate of the number of equity instruments that will ultimately vest . The charge or credit to the statement of profit or loss for a period represents the movement in the cumulative expense recognized as at the beginning and end of that period . Service and non - market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group ’ s best estimate of the number of equity instruments that will ultimately vest . Market performance conditions are reflected within the grant date fair value . Any other conditions attached to an award, but without an associated service requirement, are considered to be non - vesting conditions . Non - vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions . For awards that do not ultimately vest because non - market performance and/or service conditions have not been met, no expense is recognized . Where awards include a market or non - vesting condition, the transactions are treated as vesting irrespective of whether the market or non - vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied . Where the terms of an equity - settled award are modified, as a minimum an expense is recognized as if the terms had not been modified, if the original terms of the award are met . In addition, an expense is recognized for any modification that increases the total fair value of the share - based payments, or is otherwise beneficial to the employee as measured at the date of modification . Where an equity - settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately . The dilutive effect of outstanding options is reflected as additional share dilution in the computation of loss per share .
ANNUAL REPORT 2024 127 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.4 Material accounting policies (Continued) Other employee benefits Pension scheme The employees of the Group ’ s subsidiaries which operate in Mainland China are required to participate in a central pension scheme operated by the local municipal government . The subsidiaries operating in Mainland China are required to contribute a certain percentage of their payroll costs to the central pension scheme . The contributions are charged to profit or loss as they become payable in accordance with the rules of the central pension scheme . The Group implemented a safe harbor defined contribution 401 (k) savings plan (the “ 401 (k) Plan ” ) for U . S . employees . The 401 (k) Plan covers all U . S . employees and allows participants to defer a portion of their annual compensation on a pre - tax basis . In addition, the Company implemented a matching contribution to the 401 (k) Plan, matching 100 % of an employee ’ s contribution up to a maximum of 6 % of the participant ’ s annual base salary . Such matching contribution vests when made . Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i . e . , assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalized as part of the cost of those assets . The capitalization of such borrowing costs ceases when the assets are substantially ready for their intended use or sale . All other borrowing costs are expensed in the period in which they are incurred . Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds . Events after the reporting period If the Group receives information after the reporting period, but prior to the date of authorization for issue, about conditions that existed at the end of the reporting period, it will assess whether the information affects the amounts that it recognizes in its financial statements . The Group will adjust the amounts recognized in its financial statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of the new information . For non - adjusting events after the reporting period, the Group will not change the amounts recognized in its financial statements, but will disclose the nature of the non - adjusting events and an estimate of their financial effects, or a statement that such an estimate cannot be made, if applicable .
Ascentage Pharma Group International 128 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 2. ACCOUNTING POLICIES (Continued) 2.4 Material accounting policies (Continued) Foreign currencies These financial statements are presented in RMB . Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency . Foreign currency transactions recorded by the entities in the Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions . Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of exchange ruling at the end of the reporting period . Differences arising on settlement or translation of monetary items are recognized in profit or loss . Non - monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions . Non - monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured . The gain or loss arising on translation of a non - monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item (i . e . , translation difference on the item whose fair value gain or loss is recognized in other comprehensive income or profit, or loss is also recognized in other comprehensive income or profit or loss, respectively) . In determining the exchange rate on initial recognition of the related asset, expense or income on the derecognition of a non - monetary asset or non - monetary liability relating to an advance consideration, the date of initial transaction is the date on which the Group initially recognizes the non - monetary asset or non - monetary liability arising from the advance consideration . If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of the advance consideration . The functional currencies of certain overseas subsidiaries are currencies other than the RMB . As at the end of the reporting period, the assets and liabilities of these entities are translated into RMB at the exchange rates prevailing at the end of the reporting period and their statements of profit or loss are translated into RMB at the exchange rates that approximate to those prevailing at the dates of the transactions . The resulting exchange differences are recognized in other comprehensive income and accumulated in the exchange fluctuation reserve, except to the extent that the differences are attributable to non - controlling interests . On disposal of a foreign operation, the cumulative amount in the reserve relating to that particular foreign operation is recognized in the statement of profit or loss . Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on acquisition are treated as assets and liabilities of the foreign operation and translated at the closing rate . For the purpose of the consolidated statements of cash flows, the cash flows of overseas subsidiaries are translated into RMB at the exchange rates ruling at the dates of the cash flows . Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated into RMB at the exchange rates that approximate to those prevailing at the dates of the transactions .
ANNUAL REPORT 2024 129 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES The preparation of the Group ’ s financial statements requires management to make estimates and assumptions that affect the reported amounts of expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities . Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future . Judgements In the process of applying the Group ’ s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognized in the financial statements : Revenue from contracts with customers The Group applied the following judgements that significantly affect the determination of the amount and timing of revenue from contracts with customers : Commercialization rights contracts include variable consideration based on the future events . In estimating the variable consideration, the Group is required to use either the expected value method or the most likely amount method based on which method better predicts the amount of consideration to which it will be entitled . Given that the payments of certain variable consideration are not within the control of the Group, such as regulatory approvals, relevant consideration is not considered until relevant approvals are obtained . The Group determines that the most likely amount method is the appropriate method to estimate the variable consideration . When the Group can conclude that it is highly probable that there will not be a subsequent reversal of a significant amount of revenue, the variable consideration will be included in the transaction price . Estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below . Impairment of goodwill The Group determines whether goodwill is impaired at least on an annual basis . This requires an estimation of the value in use of the cash - generating units to which the goodwill is allocated . Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash - generating units and also to choose a suitable discount rate in order to calculate the present value of those cash flows . The carrying amount of goodwill at December 31 , 2024 was RMB 24 , 694 , 000 (December 31 , 2023 : RMB 24 , 694 , 000 ) . Further details are given in note 16 .
Ascentage Pharma Group International 130 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (Continued) Estimation uncertainty (Continued) Impairment of non - financial assets (other than goodwill) The Group assesses whether there are any indicators of impairment for all non - financial assets (including the right - of - use assets) at the end of each reporting period . An impairment exists when the carrying value of an asset or a cash - generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use . The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm ’ s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset . When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash - generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows . Taxes Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized . Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies . The Group has carried forward tax losses of RMB 4 , 425 , 237 , 000 ( 2023 : RMB 4 , 147 , 923 , 000 ) as of December 31 , 2024 , of which related deferred tax assets of RMB 3 , 523 , 000 ( 2023 : RMB 16 , 402 , 000 ) have been recognized as of December 31 , 2024 . Deferred tax assets have not been recognized in respect of losses that have arisen in subsidiaries that have been loss - making for some time, and it is not considered probable that taxable profits will be available against which the tax losses can be utilized . If the Group was able to recognise all unrecognized deferred tax assets, net profit and equity would have increased by RMB 1 , 321 , 638 , 000 ( 2023 : RMB 1 , 119 , 913 , 000 ) during the years ended December 31 , 2024 . Further details on taxes are disclosed in Note 11 . Accrual of research and development expenses The Group engages contract research organizations ( “ CROs ” ) to conduct, supervise, and monitor the Group ’ s ongoing clinical trials . Determining the amounts of research and development expenses incurred up to the end of each reporting period requires the management of the Group to estimate and measure the progress of receiving research and development services under the contracts with CRO using inputs such as number of patients enrolments and milestone achieved . 4. OPERATING SEGMENT INFORMATION For management purposes, the Group has only one reportable operating segment, which is discovering, developing and commercializing therapies to address global medical needs primarily in hematological malignancies . Management monitors the operating results of the Group ’ s operating segment as a whole for the purpose of making decisions about resource allocation and performance assessment . Therefore, no analysis by operating segment is presented .
ANNUAL REPORT 2024 131 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 4. OPERATING SEGMENT INFORMATION (Continued) Geographical information (a) Revenue from external customers 2023 2024 RMB ’ 000 RMB ’ 000 221,984 302,235 – 678,415 221,984 980,650 Mainland China Switzerland Total revenue The revenue information above is based on the locations of the customers. (b) Non - current assets 2023 2024 RMB ’ 000 RMB ’ 000 1,088,733 1,090,914 2,665 4,474 24 444 1,091,422 1,095,832 Mainland China United States Others Total non - current assets The non - current assets information above is based on the locations of the assets and excludes financial instruments and deferred tax assets. Information about major customers Revenue from customers amounting to over 10% of the total revenue of the Group in the reporting period is as follows: Customer A Customer B Customer C Customer D 2023 2024 RMB ’ 000 RMB ’ 000 N/A* 678,415 107,323 229,895 35,021 N/A* 30,623 N/A* 172,967 908,310 * These customers generated less than 10% of the total revenue of the Group during the years ended December 31, 2023 and 2024.
Ascentage Pharma Group International 132 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 5. REVENUE, OTHER INCOME AND GAINS An analysis of revenue is as follows: Revenue from contracts with customers (a) Disaggregated revenue information 2023 2024 RMB ’ 000 RMB ’ 000 – 678,415 193,535 260,835 26,049 37,485 2,400 3,915 221,984 980,650 – 678,415 193,535 260,835 26,049 37,485 2,400 3,915 221,984 980,650 Types of goods or services Intellectual property income Sales of products Commercialization rights income Others Total Timing of revenue recognition At a point in time Intellectual property income Sales of products Over time Commercialization rights income Others Total The following table shows the amounts of revenue recognized in the current reporting period that were included in the contract liabilities at the beginning of the reporting period: 2023 RMB ’ 000 2024 RMB ’ 000 26,049 37,485 Commercialization rights income (b) Performance obligations Information about the Group ’ s performance obligations is summarized below: Intellectual property income The intellectual property income is recognized at the point of time upon the customer obtains the right to use the non - patented intellectual property as there are no ongoing activities that significantly affect the intellectual property .
ANNUAL REPORT 2024 133 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 5. REVENUE, OTHER INCOME AND GAINS (Continued) Revenue from contracts with customers (Continued) (b) Performance obligations (Continued) Sales of products The performance obligation is satisfied upon acceptance of the products and payment is generally due within 45 to 120 days from the date of billing . Commercialization rights The performance obligation is satisfied over time as commercialization rights are granted for an agreed upon commercialization period ending ten years from the date of the first sale of the product as stipulated in the relevant agreement . The amounts of transaction prices allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at December 31 , 2024 and 2023 are as follows : 2023 2024 RMB ’ 000 RMB ’ 000 38,410 37,485 251,189 248,460 289,599 285,945 Amounts expected to be recognized as revenue: Within one year After one year Total The amounts of transaction prices allocated to the remaining performance obligations which are expected to be recognized mainly related to commercialization rights, which have been partially recognized during the reporting period (note 28 ) . The amounts disclosed above do not include variable consideration which is constrained . Other income and gains Bank interest income Government grants related to income Foreign exchange gain, net Rental income Fair value gain on derivative financial instruments Gain on disposal of items of property, plant and equipment Others Total other income and gains 2023 2024 RMB ’ 000 RMB ’ 000 32,409 37,840 19,358 9,073 1,621 6,694 400 2,324 2,822 – 4 – 2,702 1,428 59,316 57,359
Ascentage Pharma Group International 134 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 6. LOSS BEFORE TAX The Group ’ s loss before tax is arrived at after charging/(crediting): Notes 14 15(a) 17 34 Cost of inventories sold Cost of services provided Depreciation of property, plant and equipment** Depreciation of investment property** Depreciation of right - of - use assets** Amortization of intangible assets** Research and development costs Employee benefit expense (including directors ’ remuneration) (note 9): – Wages and salaries – Equity - settled share - based payment expenses** – Pension scheme contributions (defined contribution scheme)* 15(c) Fair value loss/(gain), net: – Derivative financial instruments – Financial assets at FVTPL Loss/(Gain) on disposal of items of property, plant and equipment Gain on disposal of items of lease Lease payments not included in the measurement of lease liabilities Government grants related to income Bank interest income Auditors ’ remuneration Donations Foreign exchange gain, net 2023 2024 RMB ’ 000 RMB ’ 000 29,342 27,031 1,201 2,054 55,281 71,184 15,883 – 11,632 11,134 10,399 10,851 706,972 947,245 337,381 367,008 31,503 20,924 30,705 34,404 (2,822) – 699 832 (4) 50 – (85) 181 238 (19,358) (9,073) (32,409) (37,840) 2,550 7,900 3,988 6,322 (1,621) (6,694) * There are no forfeited contributions that may be used by the Group as the employer to reduce the existing level of contributions . ** The depreciation of property, plant and equipment, the depreciation of investment property, the depreciation of right - of - use assets, the amortization of intangible assets and the equity - settled share - based payment expenses for the year are included in “ Cost of Sales ” , “ Research and development expenses ” , “ Selling and distribution expenses ” and “ Administrative expenses ” in the consolidated statements of profit or loss .
ANNUAL REPORT 2024 135 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 7. OTHER EXPENSES 2023 2024 RMB ’ 000 RMB ’ 000 3,988 6,322 24 1,425 699 832 – 50 492 446 5,203 9,075 Donations Penalty Fair value loss on financial assets at FVTPL Loss on disposal of items of property, plant and equipment Others Total 8. FINANCE COSTS An analysis of finance costs is as follows: 2023 2024 RMB ’ 000 RMB ’ 000 91,690 61,555 1,321 1,498 3,046 1,402 96,057 64,455 Interest on bank loans and other borrowings Interest on lease liabilities (note 15(b)) Interest on long - term payables Total 9. DIRECTORS ’ AND CHIEF EXECUTIVE ’ S REMUNERATION Directors ’ and chief executive ’ s remuneration for the year, disclosed pursuant to the Listing Rules, section 383 ( 1 )(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies (Disclosure of Information about Benefits of Directors) Regulation, is as follows : Fees Other emoluments: Salaries, allowances and benefits in kind Equity - settled share - based payment expenses Pension scheme contributions Subtotal Total 2023 2024 RMB ’ 000 RMB ’ 000 1,692 1,539 5,693 5,095 349 198 253 273 6,295 5,566 7,987 7,105
Ascentage Pharma Group International 136 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 9. DIRECTORS ’ AND CHIEF EXECUTIVE ’ S REMUNERATION (Continued) In May and July 2021 , certain directors were granted RSUs, in respect of their services to the Group, under the 2021 RSU Scheme of the Company . Further details are set out in note 34 to the financial statements . The fair value of such options and RSUs, which has been recognized in the statement of profit or loss over the vesting period, was determined as at the date of grant and the amount included in the financial statements for the current year is included in the above directors ’ and chief executive ’ s remuneration disclosures . (a) Independent non - executive directors The fees paid to independent non - executive directors during the year were as follows: RSUs Total expenses Fees Year ended December 31, 2024 RMB ’ 000 RMB ’ 000 RMB ’ 000 479 52 427 Mr. Ye Changqing 238 52 186 Dr. Yin Zheng 1 479 52 427 Mr. Ren Wei 469 42 427 Dr. David Sidransky 36 – 36 Ms. Marina S. Bozilenko 2 36 – 36 Dr. Debra Yu 2 1,737 198 1,539 Total RSUs Total RMB ’ 000 expenses RMB ’ 000 Fees RMB ’ 000 Year ended December 31, 2023 502 79 423 Mr. Ye Changqing 502 79 423 Dr. Yin Zheng 1 502 79 423 Mr. Ren Wei 510 87 423 Dr. David Sidransky 2,016 324 1,692 Total 1 Dr. Yin Zheng resigned as an independent non - executive director of the Company on June 7, 2024. 2 Ms. Marina S. Bozilenko and Dr. Debra Yu were appointed as independent non - executive directors of the Company on November 25, 2024. There were no other emoluments payable to the independent non - executive directors during the year (2023: Nil).
ANNUAL REPORT 2024 137 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 9. DIRECTORS ’ AND CHIEF EXECUTIVE ’ S REMUNERATION (Continued) (b) Executive director and non - executive directors Salaries, Pension Share allowances scheme option and benefits Total contributions expenses in kind Fees RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 4,190 273 – 3,917 – 1,178 – – 1,178 – – – – – – 1,178 – – 1,178 – 5,368 273 – 5,095 – Year ended December 31, 2024 Chief executive director: Dr. Yang Dajun Non - executive directors: Dr. Wang Shaomeng Dr. Lu Simon Dazhong Subtotal Total Year ended December 31, 2023 Chief executive director: 4,781 253 – 4,528 – Dr. Yang Dajun 1,165 – – 1,165 – Non - executive directors: Dr. Wang Shaomeng 25 – 25 – – Dr. Lu Simon Dazhong 1,190 – 25 1,165 – Subtotal 5,971 253 25 5,693 – Total There was no arrangement under which a director or the chief executive waived or agreed to waive any remuneration during the year ( 2023 : Nil) . None of the directors received or will receive any retirement benefits or termination benefits during the years ended 31 December 2024 and 2023 . During the years ended 31 December 2024 and 2023 , there were no loans, quasi - loans and other dealing arrangements in favour of directors, controlled bodies corporate by and connected entities with such directors . During the years ended 31 December 2024 and 2023 , no consideration was paid by the Company to third parties for making available directors ’ services . No significant transactions, arrangements and contracts in relation to the Group ’ s business to which the Company was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the years ended 31 December 2024 and 2023 .
Ascentage Pharma Group International 138 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 10. FIVE HIGHEST PAID EMPLOYEES The five highest paid employees during the year included one director who is also the chief executive ( 2023 : one director), details of whose remuneration are set out in note 9 above . Details of the remuneration for the year of the remaining four ( 2023 : four) highest paid employees who are neither a director nor chief executive of the Company are as follows : 2023 2024 RMB ’ 000 RMB ’ 000 15,410 16,155 2,517 715 929 943 18,856 17,813 Salaries, allowances and benefits in kind Equity - settled share - based payment expenses Pension scheme contributions Total The number of non - director and non - chief executive highest paid employees whose remuneration fell within the following bands is as follows: 2023 2024 – 1 RMB3,000,000 to RMB3,500,000 2 2 RMB3,500,000 to RMB4,000,000 1 – RMB4,000,001 to RMB4,500,000 – 1 RMB6,500,001 to RMB7,000,000 1 – RMB7,000,001 to RMB7,500,000 4 4 Total During the year and in prior years, share options or RSUs were granted to four non - director and non - chief executive highest paid employees in respect of their services to the Group, further details of which are included in the disclosures in note 34 the financial statements . The fair values of such options and RSUs, which have been recognized in the statement of profit or loss over the vesting period, were determined as at the date of grant and the amount included in the financial statements for the current year is included in the above non - director and non - chief executive highest paid employees ’ remuneration disclosures . 11. INCOME TAX The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions in which members of the Group are domiciled and operate . Cayman Islands Under the current laws of the Cayman Islands, the Company and Ascentage Pharma Group International are not subject to tax on income or capital gain arising in the Cayman Islands . Additionally, upon payments of dividends by these companies to its shareholders, no Cayman Islands withholding tax will be imposed .
ANNUAL REPORT 2024 139 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 11. INCOME TAX (Continued) Hong Kong The subsidiaries incorporated in Hong Kong are subject to income tax at the rate of 16 . 5 % on the estimated assessable profits arising in Hong Kong . For the years ended December 31 , 2023 and 2024 , the Company did not make any provisions for Hong Kong profits tax as there were no assessable profits derived from or earned in Hong Kong for any of the periods presented . United States The subsidiary operating in the United States is subject to tax at a maximum of 21 . 44 % and 21 . 36 % , respectively, for the years ended December 31 , 2023 and 2024 . No provision for income tax has been made as the Group had no assessable profits earned in the United States during the reporting period . A requirement to capitalize and amortize previously deductible research and experimental expenses resulting from a change in Section 174 made by the Tax Cuts and Jobs Act of 2017 (the “ TCJA ” ) became effective on January 1 , 2022 . Under the TCJA, the Company is required to capitalize and subsequently amortize R&D expenses over five years for research activities conducted within the U . S and fifteen years for research activities conducted outside of the U . S . Mainland China The Company ’ s subsidiaries domiciled in the PRC are subject to the statutory rate of 25 % , in accordance with the Enterprise Income Tax law (the “ EIT Law ” ), which was effective since January 1 , 2008 , except for the following entities which are eligible for a preferential tax rate . Healthquest Pharma was qualified as High and New Technology Enterprise ( “ HNTE ” ) and was subject to a preferential rate of 15 % for three years from 2022 to 2024 . Suzhou Yasheng was recognized as a qualified HNTE under the EIT Law by the relevant government authorities and is subject to a preferential rate of 15 % in 2024 . Dividends, interest, rent or royalties payable by the Company ’ s PRC subsidiaries, to non - PRC resident enterprises, and proceeds from any such non - resident enterprise investor ’ s disposition of assets (after deducting the net value of such assets) shall be subject to 10 % withholding tax, unless the respective non – PRC resident enterprise ’ s jurisdiction of incorporation has a tax treaty or arrangements with China that provides for a reduced withholding tax rate or an exemption from withholding tax . The current and deferred components of the income tax expense/(credit) are as follows : Deferred (note 20) Total income tax expense/(credit) for the year 2023 2024 RMB ’ 000 RMB ’ 000 (7,150) 10,425 (7,150) 10,425
Ascentage Pharma Group International 140 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 11. INCOME TAX (Continued) Reconciliation between the income tax expense/(credit) computed by applying the statutory tax rate to loss before income tax and the actual provision for income tax is as follows: 2024 % Total RMB ’ 000 (395,255) % Others RMB ’ 000 (73,351) United States RMB ’ 000 % (465,806) Mainland China RMB ’ 000 % 177,859 % Cayman RMB ’ 000 (33,957) (Loss)/Profit before tax 17.7 (70,114) 22.8 (16,760) 21.0 (97,819) 25.0 44,465 – – Income tax computed at the statutory tax rate (1.8) 7,112 (0.2) 139 – – 3.9 6,973 – – Lower tax rate for a specific entity 4.4 (17,534) – – 0.1 (276) (9.7) (17,258) – – Statutory income and expense 1.8 (7,236) 7.9 (5,774) 0.3 (1,462) – – – – Items not subject to tax (6.1) 24,045 (18.0) 13,208 – – 6.1 10,837 – – Items not deductible for tax 19.0 (75,135) – – – – (42.2) (75,135) – – Research and development super - deduction – 71 – – – – – 71 – – Gain attributable to joint ventures 8.9 (35,342) (0.4) 301 6.9 (32,285) (1.9) (3,358) – – Provision to return 2.7 (10,821) – – (0.1) 380 (6.3) (11,202) – – Tax rate change (6.0) 23,665 – – – – 13.3 23,665 – – Uncertain tax positions (18.1) 71,465 – – (14.1) 65,772 3.2 5,693 – – Deductible temporary differences not recognized (25.4) 100,249 (12.1) 8,886 (14.1) 65,690 14.4 25,674 – – Tax losses not recognized (2.6) 10,425 – – – – 5.9 10,425 – – Income tax expense at the Group ’ s effective rate 2023 % Total RMB ’ 000 % Others RMB ’ 000 % United States RMB ’ 000 Mainland China % RMB ’ 000 % Cayman RMB ’ 000 (932,862) (40,600) (330,132) (547,868) (14,262) Loss before tax 26.2 (244,549) 27.1 (11,019) 29.2 (96,563) – (136,967) 25.0 – Income tax computed at the statutory tax rate (6.4) 59,396 – – – – – 59,396 (10.8) – Lower tax rate for a specific entity (0.3) 2,824 – – – – – 2,824 (0.5) – Statutory income and expense 0.4 (4,093) 10.1 (4,093) – – – – – – Income not subject to tax (1.0) 9,192 (2.9) 1,188 – 39 – 7,965 (1.5) – Items not deductible for tax 7.2 (67,525) – – – – – (67,525) 12.3 – Research and development super - deduction – (269) – – – – – (269) – – Loss attributable to joint ventures (2.5) 23,311 – – (1.4) 4,988 – 18,323 (3.3) – Provision to return 6.0 (56,104) – – – – – (56,104) 10.3 – Tax rate change (3.6) 33,235 – – (10.0) 32,895 – 340 (0.1) – Deductible temporary differences not recognized (25.5) 237,432 (34.3) 13,924 (17.8) 58,641 – 164,867 (30.1) – Tax losses not recognized 0.8 (7,150) – – – – – (7,150) 1.3 – Income tax credit at the Group ’ s effective rate Note: The disclosure of previous periods has been adjusted to be in line with the 2024 disclosure to ensure the consistency.
ANNUAL REPORT 2024 141 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 12. DIVIDENDS The board of directors resolved not to declare any final dividend for the year ended December 31 , 2024 ( 2023 : Nil) . 13. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT The calculation of the basic loss per share amount is based on the loss for the year attributable to ordinary equity holders of the parent, and the weighted average number of ordinary shares of 302 , 062 , 104 ( 2023 : 282 , 299 , 269 ) outstanding during the year, as adjusted to reflect the rights issued during the year . No adjustment has been made to the basic loss per share amounts presented for the years ended December 31 , 2024 and 2023 in respect of a dilution as the impact of the options and RSUs outstanding had an anti - dilutive effect on the basic loss per share amounts presented . The calculation of basic loss per share is based on : 2024 RMB ’ 000 2023 RMB ’ 000 Loss Loss attributable to ordinary equity holders of the parent, used in the basic loss per share calculation (405,433) (925,637) Number of shares 2023 2024 282,299,269 Shares Weighted average number of ordinary shares outstanding during the year used in the basic loss per share calculation# 302,062,104 # The weighted average number of shares was after taking into account the effect of treasury shares held.
Ascentage Pharma Group International 142 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 14. PROPERTY, PLANT AND EQUIPMENT December 31, 2024 At January 1, 2024: Cost Accumulated depreciation Net carrying amount At January 1, 2024, net of accumulated depreciation Additions Disposals Depreciation provided during the year (note 6) Transfers Exchange realignment At December 31, 2024 net of accumulated depreciation At December 31, 2024: Cost Accumulated depreciation Net carrying amount Construction Motor Furniture and Leasehold Total in progress vehicles equipment improvements Buildings RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 1,056,646 12,650 609 179,256 29,218 834,913 (150,831) – (406) (73,771) (11,517) (65,137) 905,815 12,650 203 105,485 17,701 769,776 905,815 12,650 203 105,485 17,701 769,776 14,866 12,807 – 2,059 – – (50) – – (50) – – (71,184) – (120) (24,569) (6,896) (39,599) – (18,164) – 2,049 15,010 1,105 3 – – 3 – – 849,450 7,293 83 84,977 25,815 731,282 1,070,893 7,293 609 182,734 44,239 836,018 (221,443) – (526) (97,757) (18,424) (104,736) 849,450 7,293 83 84,977 25,815 731,282
ANNUAL REPORT 2024 143 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 14. PROPERTY, PLANT AND EQUIPMENT (Continued) Total Construction in progress Motor vehicles Furniture and equipment Leasehold improvements Buildings RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 December 31, 2023 At January 1, 2023: 672,661 39,491 609 154,603 7,741 470,217 Cost (70,575) – (286) (47,272) (6,931) (16,086) Accumulated depreciation 602,086 39,491 323 107,331 810 454,131 Net carrying amount At January 1, 2023, net of accumulated 602,086 39,491 323 107,331 810 454,131 depreciation 20,422 9,877 – 8,017 2,528 – Additions (11) – – (11) – – Disposals (55,281) – (120) (26,692) (4,572) (23,897) Depreciation provided during the year (note 6) – (36,718) – 17,782 18,936 – Transfers 339,542 – – – – 339,542 Transfer from investment property (948) – – (948) – – Others 5 – – 6 (1) – Exchange realignment At December 31, 2023 net of accumulated 905,815 12,650 203 105,485 17,701 769,776 depreciation At December 31, 2023: 1,056,646 12,650 609 179,256 29,218 834,913 Cost (150,831) – (406) (73,771) (11,517) (65,137) Accumulated depreciation 905,815 12,650 203 105,485 17,701 769,776 Net carrying amount 15. LEASES The Group as a lessee The Group has lease contracts for lands and buildings . Lump sum payments were made upfront to acquire the leased land from the owners with lease periods of 30 years, and no ongoing payments will be made under the terms of these land leases . Leases of buildings generally have lease terms between 2 and 7 years . Other leases generally have lease terms of 12 months or less and/or are individually of low value . Generally, the Group is restricted from assigning and subleasing the leased assets outside the Group .
Ascentage Pharma Group International 144 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 15. LEASES (Continued) The Group as a lessee (Continued) (a) Right - of - use assets The carrying amounts of the Group ’ s right - of - use assets and the movements during the year are as follows: Total Leasehold land Buildings RMB ’ 000 RMB ’ 000 RMB ’ 000 46,636 28,728 17,908 As at January 1, 2023 16,194 – 16,194 Additions (11,632) (1,130) (10,502) Depreciation charge (note 6) 54 – 54 Exchange realignment 51,252 27,598 23,654 As at December 31, 2023 and January 1, 2024 17,108 – 17,108 Additions (11,134) (1,130) (10,004) Depreciation charge (note 6) (1,067) – (1,067) Disposal (50) – (50) Exchange realignment 56,109 26,468 29,641 As at December 31, 2024 (b) Lease liabilities The carrying amount of lease liabilities (included under interest - bearing bank and other borrowings) and the movements during the year are as follows: 2023 2024 RMB ’ 000 RMB ’ 000 17,222 22,681 16,194 17,108 1,321 1,498 (12,087) (9,911) 31 8 – (1,152) 22,681 30,232 9,757 9,439 12,924 20,793 Carrying amount at January 1 New leases Accretion of interest recognized during the year (note 8) Payments Exchange realignment Disposal Carrying amount at December 31 Analysed into: Current portion Non - current portion The maturity analysis of lease liabilities is disclosed in note 42 to the consolidated financial statements.
ANNUAL REPORT 2024 145 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 15. LEASES (Continued) The Group as a lessee (Continued) (c) The amounts recognized in profit or loss in relation to leases are as follows: 2023 2024 RMB ’ 000 RMB ’ 000 1,321 1,498 11,632 11,134 181 238 13,134 12,870 Interest on lease liabilities (note 8) Depreciation charge of right - of - use assets Expense relating to short - term leases (included in administrative expenses) (note 6) Total amount recognized in profit or loss (d) The total cash outflow for leases and future cash outflows relating to leases that have not yet commenced are disclosed in notes 35(c) and 36(b), respectively, to the consolidated financial statements. The Group as a lessor The Group leases its properties consisting of one industrial property in Mainland China under operating lease arrangements . The terms of the leases generally require the tenants to pay security deposits and provide for periodic rent adjustments according to the then prevailing market conditions . Rental income recognized by the Group during the year was RMB 2 , 324 , 000 ( 2023 : RMB 400 , 000 ), details of which are included in note 5 to the financial statements . At 31 December 2024 , the undiscounted lease payments receivable by the Group in future periods under operating leases with its tenants are as follows : Within one year After one year but within two years After two years but within three years After three years but within four years After four years but within five years Total 2023 2024 RMB ’ 000 RMB ’ 000 1,114 4,047 1,114 3,102 472 2,491 472 2,072 236 1,755 3,408 13,467
Ascentage Pharma Group International 146 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 16. GOODWILL RMB ’ 000 24,694 At December 31, 2024 and 2023: Cost Accumulated impairment – Net carrying amount 24,694 The carrying amount of goodwill allocated to the cash - generating unit ( “ CGU ” ) is as follows: Healthquest Pharma RMB ’ 000 Carrying amount of goodwill as at December 31, 2024 and 2023 24,694 Impairment testing of goodwill The recoverable amount of the cash - generating unit has been determined based on a value in use calculation using cash flow projections approved by senior management . The cash flows of the unit are projected based on the forecasted sales of the new drug after the approval of new drug application ( “ NDA ” ) and within the patent protection period . No revenue nor cash flow has been forecasted after the expiration of the patent . Assumptions were used in the value in use calculation of the cash - generating unit for the reporting period. The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill : Discount rate – The discount rate applied to the cash flow projections was 24 . 20 % as at December 31 , 2024 (December 31 , 2023 : 17 . 54 % ) . The discount rate used is before tax and reflects specific risks relating to the relevant unit . Expected revenue – The revenue is based on the business strategy and management ’ s expectation for the market development . The values assigned to the key assumptions are consistent with external information sources . The management believes that any reasonably possible change in any of the key assumptions on which the recoverable amount is based would not cause the cash - generating unit ’ s recoverable amount to drop lower than its carrying amount .
ANNUAL REPORT 2024 147 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 17. OTHER INTANGIBLE ASSETS December 31, 2024 Cost at January 1, 2024, net of accumulated amortization Additions Amortization provided during the year (note 6) At December 31, 2024 At December 31, 2024: Cost Accumulated amortization Net carrying amount Total License Patent Software RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 85,446 27,125 48,089 10,232 1,403 – – 1,403 (10,851) (1,500) (7,251) (2,100) 75,998 25,625 40,838 9,535 141,778 30,000 93,050 18,728 (65,780) (4,375) (52,212) (9,193) 75,998 25,625 40,838 9,535 December 31, 2023 84,304 28,625 48,599 7,080 Cost at January 1, 2023, net of accumulated amortization 11,541 – 6,000 5,541 Additions (10,399) (1,500) (6,510) (2,389) Amortization provided during the year (note 6) 85,446 27,125 48,089 10,232 At December 31, 2023 140,375 30,000 93,050 17,325 At December 31, 2023: Cost (54,929) (2,875) (44,961) (7,093) Accumulated amortization 85,446 27,125 48,089 10,232 Net carrying amount
Ascentage Pharma Group International 148 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 18. INVESTMENT IN A JOINT VENTURE 2023 RMB ’ 000 2024 RMB ’ 000 16,998 32,717 Share of net assets Particulars of the Group ’ s principal joint venture are as follows: Name Place of registration and business Percentage of Principal activities Ownership interest Voting power Registered share capital RMB ’ 000 Suzhou Ascentage Harvest Venture Capital LLP* ( “ Ascentage Harves ” ) ( 㰷ᐎӎⴋ䚄ൂ䊀ࢥᾝᣅ䋷ਸཕԱᾝ ( ᴹ䲀ਸཕ ) PRC/ Mainland China 360,000 33.42% ** Investment in biotechnology companies The above investment is indirectly held by the Company. * The English name of the company registered in the PRC represents the best efforts made by the management of the Company in directly translating the Chinese name of this company as no English name has been registered. ** The Group holds two of three representatives in the committee that directs the relevant activities of Ascentage Harvest. As a result, the Group has significant influence over the financial and operating policy decisions of Ascentage Harvest. The Group increased its capital in Ascentage Harvest by RMB16,000,000 during this year ended December 31, 2024 and the percentage of ownership interest has increased to 33.42%. The following table illustrates the summarized financial information of the Group ’ s joint venture: December 31, December 31, 2023 RMB ’ 000 2024 RMB ’ 000 1,076 (281) Share of the joint venture ’ s (loss)/gain for the year 1,076 (281) Share of the joint venture ’ s total comprehensive (loss)/gain for the year 16,998 32,717 Aggregate carrying amount of the Group ’ s investment in the joint venture
ANNUAL REPORT 2024 149 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 19. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 2023 RMB ’ 000 Listed equity investments, at fair value 2024 RMB ’ 000 1,141 1,951 The above equity investments were classified as financial assets at fair value through profit or loss as they were held for trading . The financial assets are the equity securities issued to the Group by a customer as a consideration for the Group ’ s licenses of IP and Compounds Library . The equity securities became listed on NASDAQ in May 2018 . Management designated the listed equity investments as financial assets measured at fair value through profit or loss . 20. DEFERRED TAX The movements in deferred tax liabilities and assets during the reporting period are as follows : Deferred tax liabilities Fair value adjustments arising from Right - of - use acquisition of Total RMB ’ 000 assets RMB ’ 000 a subsidiary RMB ’ 000 17,479 5,328 12,151 At January 1,2023 Deferred tax (credited)/charged to the statement of (1,517) 85 (1,602) profit or loss during the year (note 11) Deferred tax liabilities at December 31, 2023 and January 1,2024 Deferred tax (credited)/charged to the statement of profit or loss during the year (note 11) Deferred tax liabilities at December 31, 2024 15,962 (3,881) 5,413 1,300 10,549 (5,181) 12,081 6,713 5,368
Ascentage Pharma Group International 150 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 20. DEFERRED TAX (Continued) Deferred tax assets Losses Available for Offsetting Total Against Future Taxable profits Donation expenses Lease liabilities Contract Liabilities RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 59,622 23,097 – 5,328 31,197 At January 1, 2023 Deferred tax charged/(credited) to the statement of profit or loss 5,633 (6,695) – 85 12,243 during the year (note 11) 65,255 (14,306) 16,402 (12,879) – 2,896 5,413 1,300 43,440 (5,623) 50,949 3,523 2,896 6,713 37,817 Deferred tax assets at December 31, 2023 and January 1, 2024 Deferred tax charged/(credited) to the statement of profit or loss during the year (note 11) Deferred tax assets at December 31, 2024 For presentation purposes, certain deferred tax assets and liabilities have been offset in the statements of financial position . The following is an analysis of the deferred tax balances of the Group for financial reporting purposes : 2023 RMB ’ 000 2024 RMB ’ 000 5,413 6,713 Deferred tax offset in the consolidated statement of financial position 59,842 44,236 Net deferred tax assets recognized in the consolidated statement of financial position 10,549 5,368 Net deferred tax liability recognized in the consolidated statement of financial position As of December 31 , 2024 , the Group has tax losses arising in mainland China of RMB 2 , 963 , 587 , 000 ( 2023 : RMB 2 , 986 , 110 , 000 ) that will expire in one to ten years for offsetting against future taxable profits . The Group has tax losses arising in other jurisdictions of RMB 1 , 438 , 160 , 000 ( 2023 : RMB 1 , 052 , 461 , 000 ), mainly from the United States that are available indefinitely for offsetting against up to 80 % of future taxable profits of the company in which the losses arose . As of December 31 , 2024 , the Group has deductible temporary differences of RMB 828 , 668 , 000 ( 2023 : RMB 495 , 031 , 000 ) . The Group has the tax credits of RMB 120 , 606 , 000 ( 2023 : RMB 90 , 851 , 000 ) mainly from the United States that will expire between 2039 and 2044 if not utilized .
ANNUAL REPORT 2024 151 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 20. DEFERRED TAX (Continued) Deferred tax assets (Continued) The deferred tax assets have not been recognized in respect of above tax losses, deductible temporary differences and tax credits as they have arisen in entities that have been loss - making and it is not anticipated there will be sufficient taxable income in the foreseeable future to utilize these items . As of December 31 , 2024 , there was no unrecognized deferred tax liability for taxes that would be payable on the unremitted earnings of the Group ’ s PRC subsidiaries or joint ventures as these enterprises are still in an accumulative losses status . The aggregate amount of temporary differences associated with investment in the Group ’ s HK subsidiary amounted to RMB 66 , 109 , 000 ( 2023 : RMB 43 , 707 , 000 ) . There was no deferred tax recognized for the withholding taxes as it is not probable the HK subsidiary will distribute such earnings in the foreseeable future . As of December 31 , 2024 , the Company has uncertain tax position of RMB 23 , 665 , 000 ( 2023 : nil), of which nil ( 2023 : nil) is presented on a net basis against the deferred tax assets related to tax loss carry forwards on the consolidated balance sheets . It is possible that the amount of uncertain tax position will change in the next twelve months ; however, an estimate of the range of the possible outcomes cannot be made at this time . As of December 31 , 2024 , the uncertain tax position amounts of RMB 23 , 665 , 000 ( 2023 : nil), if ultimately recognized, will impact the effective tax rate . For the years ended December 3 l, 2024 and 2023 , the Company did not record any interest expense and penalty accrued in relation to the uncertain tax position in income tax expenses . 21. OTHER NON - CURRENT ASSETS 2023 2024 RMB ’ 000 RMB ’ 000 – 30,529 7,052 26,034 3,000 2,439 165 301 10,217 59,303 Contract acquisition cost Value added tax recoverable Deposit Prepayment for property, plant and equipment Total 22. INVENTORIES Work in progress Finished goods Total 2023 2024 RMB ’ 000 RMB ’ 000 5,089 2,736 11,078 3,861 16,167 6,597
Ascentage Pharma Group International 152 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 23. TRADE RECEIVABLES, NET 2023 RMB ’ 000 2024 RMB ’ 000 145,893 83,143 Trade receivables The Group ’ s trading terms with its customers are mainly on credit . The credit period is generally 45 to 120 days . Each customer has a maximum credit limit . The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to minimize credit risk . Overdue balances are reviewed regularly by senior management . The Group does not hold any collateral or other credit enhancements over its trade receivable balances . Trade receivables are non - interest - bearing . An aging analysis of the trade receivables as at the end of the reporting period, based on the invoice date and net of loss allowance, is as follows : 2023 2024 RMB ’ 000 RMB ’ 000 145,893 54,484 – 28,659 145,893 83,143 Within 45 days 45 to 120 days Total 24. PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS 2023 2024 RMB ’ 000 RMB ’ 000 52,514 71,050 – 22,465 11,010 9,794 6,637 6,137 6,557 5,367 6,562 4,754 5,005 3,644 88,285 123,211 Prepayments for clinical trial expenses Prepaid listing expense Value added tax recoverable Other receivables Deposits Prepayment for treasury share purchase fees Other prepayments Total The carrying amounts of financial assets included in prepayments, other receivables and other assets approximate to their fair values. The financial assets included in the above balances relate to receivables for which there was no recent history of default or past due amounts . As at December 31 , 2024 and 2023 , the loss allowance was assessed to be minimal .
ANNUAL REPORT 2024 153 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 25. CASH AND BANK BALANCES 2023 2024 RMB ’ 000 RMB ’ 000 1,038,048 893,100 24,537 24,633 31,248 343,478 1,093,833 1,261,211 711,252 298,922 376,534 947,012 3,724 13,812 2,323 1,465 1,093,833 1,261,211 Cash and cash equivalents as stated in the consolidated statement of cash flows Restricted cash Time deposits with original maturity of more than three months Cash and bank balances as stated in the consolidated statement of financial position Denominated in: RMB US$ HK$ Others Total At the end of the reporting period, the cash and bank balances of the Group denominated in RMB amounted to RMB 298 , 922 , 000 ( 2023 : RMB 711 , 252 , 000 ) . The RMB is not freely convertible into other currencies, however, under Mainland China ’ s Foreign Exchange Control Regulations and Administration of Settlement, and Sale and Payment of Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through banks authorized to conduct foreign exchange business . Cash at banks earns interest at floating rates based on daily bank deposit rates . Term deposits with original maturity of more than three months earn interest at fixed interest rates for varying periods of between two years and three years . The bank balances are deposited with creditworthy banks with no recent history of default . 26. TRADE PAYABLES An aging analysis of the trade payables as at the end of each reporting period, based on the invoice date, is as follows : 2023 2024 RMB ’ 000 RMB ’ 000 56,549 72,506 3,005 6,288 12,891 13,172 72,445 91,966 Within 1 month 1 to 3 months 3 to 6 months Total The trade payables are non - interest - bearing and are normally settled in less than six months.
Ascentage Pharma Group International 154 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 27. OTHER PAYABLES AND ACCRUALS 2023 2024 RMB ’ 000 RMB ’ 000 43,992 67,009 69,208 61,848 49,542 35,381 19,159 29,344 12,534 23,442 – 16,600 8,389 9,627 4,090 14,847 206,914 258,098 Accrued promotion expenses Payroll payables Payables for construction cost Long - term payables – current portion (note 30) Other payables Government subsidy (note 31) Tax payables other than income tax Other accrued expenses Total Other payables are non - interest - bearing. 28. CONTRACT LIABILITIES Details of contract liabilities as at December 31, 2024 and 2023 are as follows: 2023 2024 RMB ’ 000 RMB ’ 000 38,410 37,485 251,189 248,460 289,599 285,945 Short - term advances recognized from customers Commercialization rights income Long - term advances recognized from customers Commercialization rights income Total Contract liabilities include long - term and short - term advances related to commercialization rights. In July 2021 , the Group entered into an agreement with Innovent Biologics (Suzhou) Co . , Ltd ( “ Innovent ” ) . Under the agreement, the Group owns all intellectual property generated in connection with the development and commercialization of HQP 1351 . Innovent was granted the commercialization rights of HQP 1351 in China and should make a non - refundable payment and milestone payments for such rights to the Group, which are recorded under contract liabilities and recognized as revenue over time during the commercialization period . In accordance with the agreement, the Group recognized RMB 349 , 523 , 000 in aggregate as contract liabilities from contract inception through December 31 , 2024 ( 2023 : RMB 349 , 523 , 000 ) . The Group recognized RMB 37 , 485 , 000 as revenue during the year ended December 31 , 2024 ( 2023 : RMB 26 , 049 , 000 ) . Milestone payments are recognized as the transaction price when the Group can conclude that it is highly probable that there will not be a subsequent reversal of a significant amount of revenue .
ANNUAL REPORT 2024 155 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 29. INTEREST - BEARING BANK AND OTHER BORROWINGS 2024 Effective interest rate RMB ’ 000 Maturity per annum (%) 290,000 2025 2.60 - 2.70 or 1 year LPR - 0.30 to 0.75 255,000 2025 2.80 – 4.55 213,170 2025 1 year LPR - 0.15 to 0.65 or 1 year LPR+0.65 to 0.85 11,453 2025 5 year LPR - 0.85 9,439 2025 4.00 – 4.35 779,062 203,100 2026 – 2028 1 year LPR - 0.45 to 0.65 or 1 year LPR+0.70 to 0.85 77,250 2026 – 2027 2.80 – 4.50 588,292 2026 – 2038 5 year LPR - 0.85 20,793 2026 – 2028 4.00 – 4.35 889,435 1,668,497 Current Short - term borrowing Current portion of long term bank loans – unsecured Current portion of long term bank loans – unsecured Current portion of long - term bank loans – secured* Lease liabilities (note 15(b)) Total – current Non - current Bank loans – unsecured Bank loans – unsecured Bank loans – secured* Lease liabilities (note 15(b)) Total – non - current Total Note: LPR represents the Loan Prime Rate. * The bank loans amounting to RMB 599 , 745 , 000 (December 31 , 2023 : RMB 602 , 794 , 000 ) were secured by the pledge of the Group ’ s buildings with a net carrying amount of RMB 731 , 282 , 000 (December 31 , 2023 : buildings with a net carrying amount of RMB 769 , 776 , 000 ) and right - of - use assets with a net carrying amount of RMB 26 , 468 , 000 (December 31 , 2023 : RMB 27 , 598 , 000 ) as at December 31 , 2024 . Such loans were also guaranteed by two of the Group ’ s subsidiaries . The unsecured bank loans amounting to RMB278,070,000 (December 31, 2023: RMB377,620,000) were guaranteed by the Group ’ s subsidiaries as at December 31, 2024.
Ascentage Pharma Group International 156 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 29. INTEREST - BEARING BANK AND OTHER BORROWINGS (Continued) 2023 Effective interest rate RMB ’ 000 Maturity per annum (%) 120,000 2024 3.15 Current Short - term borrowing 322,500 2024 1 year LPR - 0.15 to 0.65 Current portion of long term bank loans – unsecured 155,050 2024 or 1 year LPR+0.55 to 0.7 2.95 – 4.75 Current portion of long term bank loans – unsecured 9,097 2024 5 year LPR - 0.85 Current portion of long - term bank loans – secured* 9,757 2024 4.00 – 4.35 Lease liabilities (note 15(b)) 616,404 Total – current 147,000 2025 – 2026 1 year LPR – 0.15 to 0.65 Non - current Bank loans – unsecured 425,570 2025 – 2028 or 1 year LPR+0.65 3.00 – 4.55 Bank loans – unsecured 593,697 2025 – 2038 5 year LPR - 0.85 Bank loans – secured* 12,924 2025 – 2028 4.00 – 4.35 Lease liabilities (note 15(b)) 1,179,191 Total – non - current 1,795,595 Total Note: LPR represents the Loan Prime Rate. Analysed into: Within one year In the second year In the third to fifth years, inclusive Beyond five years Total 2023 2024 RMB ’ 000 RMB ’ 000 616,404 779,062 428,783 242,473 238,580 159,355 511,828 487,607 1,795,595 1,668,497
ANNUAL REPORT 2024 157 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 30. LONG - TERM PAYABLES 2023 2024 RMB ’ 000 RMB ’ 000 37,458 29,344 19,159 29,344 18,299 – Contingent cash consideration for acquisition of Healthquest Pharma Portion classified as current liabilities (note 27) Non - current portion Long - term payables represent the contingent cash consideration payable to Dr . Zhai for the acquisition of Healthquest Pharma . During the year ended December 31 , 2021 , the possibility of the payment reached 100 % because the product (HQP 1351 ) was approved by the China National Medical Products Administration . Henceforth, the measurement basis of the long - term payables changed from fair value to amortized cost . In accordance with the acquisition agreement, RMB 9 , 516 , 000 cash consideration was paid to Dr . Zhai in 2024 . As of December 31 , 2024 , the remaining principal amount of RMB 30 , 484 , 000 will be paid in 2025 . 31. DEFERRED INCOME 2023 RMB ’ 000 Government grants 2024 RMB ’ 000 27,500 36,360 The movements in government grants during the reporting period are as follows: At beginning of the year Received during the year Portion classified as current liabilities (note 27) At end of the year 2023 2024 RMB ’ 000 RMB ’ 000 35,000 36,360 1,360 7,740 – (16,600) 36,360 27,500
Ascentage Pharma Group International 158 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 32. SHARE CAPITAL AND TREASURY SHARES Issued and fully paid As at December 31, 2024 RMB Share Number of equivalent RMB ’ 000 capital US$ shares in issue 214 29 Ordinary shares of US$0.0001 each 315,224,993 As at December 31, 2023 RMB Share Number of equivalent RMB ’ 000 capital US$ shares in issue 197 27 290,196,560 Ordinary shares of US$0.0001 each Movements in the issued share capital and treasury shares from January 1, 2023 to December 31, 2024 were as follows: Total Treasury Shares Share capital Number of shares RMB ’ 000 RMB ’ 000 RMB ’ 000 (26,372) (26,552) 180 265,185,950 At January 1, 2023 15 – 15 22,500,000 Issue of ordinary shares (a) Issue of shares under the pre - IPO share option 1 – 1 911,062 scheme (b) – – – 71,034 Issue of shares under the 2021 RSU scheme (c) 2 1 1 1,528,514 Equity - settled bonus (d) (5,923) (5,923) – – Repurchase of ordinary shares (e) 11,123 11,123 – – Vesting of RSUs (f) (21,154) (21,351) 197 290,196,560 At December 31, 2023 and January 1, 2024 17 – 17 24,307,322 Issue of ordinary shares (g) Issue of shares under the pre - IPO share option – – – 656,077 scheme (h) – – – 65,034 Issue of shares under the 2021 RSU scheme (i) 8,631 8,631 – – Equity - settled bonus (j) (1,959) (1,959) – – Repurchase of ordinary shares (k) 14,671 14,671 – – Vesting of RSUs (l) 206 (8) 214 315,224,993 At December 31, 2024
ANNUAL REPORT 2024 159 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 32. SHARE CAPITAL AND TREASURY SHARES (Continued) Issued and fully paid (Continued) Notes: (a) In connection with the share placement, 22 , 500 , 000 placing shares of the Company were issued and allotted at a price of HK $ 24 . 45 per share on February 1 , 2023 , and an amount of RMB 15 , 210 was credited as share capital . (b) During the year ended December 31 , 2023 , the Company issued ordinary shares with respect to the share options under the pre - IPO share option scheme exercised by certain grantees of the Company before December 31 , 2023 , to those grantees . In connection with the exercised share options, 911 , 062 new shares of the Company were issued with a weighted average exercise price of HK $ 0 . 01 , and an amount of RMB 646 was credited as share capital . (c) In June 2023 , the Company issued ordinary shares with respect to the RSUs under the 2021 RSU Scheme exercised by certain selected persons of the Company before December 31 , 2023 , to those selected persons . In connection with the exercised RSUs, 71 , 034 new shares of the Company were issued, and an amount of RMB 51 was credited as share capital . (d) In June 2023 , 1 , 528 , 514 ordinary shares and 1 , 237 , 884 treasury shares, being underlying shares of the RSUs granted under the 2021 RSU scheme and the 2018 RSU scheme, were allotted to the employees to settle the bonus due to employees, and amounts of RMB 1 , 088 and RMB 821 were credited as share capital and treasury shares, respectively . (e) In November 2023 , the Company instructed the trustee to purchase 250 , 000 of its shares on the Hong Kong Stock Exchange at a total consideration of RMB 5 , 923 , 000 for the purpose of the 2022 RSU scheme . (f) In connection with the exercise of RSUs granted under the 2018 and 2022 RSU Schemes, 1 , 069 , 461 treasury shares were allotted to the employees during the year ended December 31 , 2023 . (g) In connection with the subscription of shares, 24 , 307 , 322 placing shares of the Company were issued and allotted at a price of HK $ 24 . 10 per share on June 20 , 2024 , and an amount of RMB 17 , 305 was credited as share capital . (h) During the year ended December 31 , 2024 , the Company issued ordinary shares with respect to the share options under the pre - IPO share option scheme exercised by certain grantees of the Company . In connection with the exercised share options, 656 , 077 new shares of the Company were issued with a weighted average exercise price of HK $ 0 . 01 , and an amount of RMB 466 was credited as share capital . (i) In June 2024 , the Company issued ordinary shares with respect to the RSUs under the 2021 RSU Scheme exercised by certain selected persons of the Company before December 31 , 2024 , to those selected persons . In connection with the exercised RSUs, 65 , 034 new shares of the Company were issued, and an amount of RMB 46 was credited as share capital . (j) In September 2024 , 397 , 949 treasury shares and 2 , 081 , 399 treasury shares, being underlying shares of the RSUs granted under the 2022 RSU scheme and the 2018 RSU scheme, were allotted to the employees to settle the bonus due to employees, and amounts of RMB 8 , 630 , 000 and RMB 1 , 381 were both credited as treasury shares . (k) In February 2024 , the Company instructed the trustee to purchase 100 , 000 of its shares on the Hong Kong Stock Exchange at a total consideration of RMB 1 , 959 , 000 for the purpose of the 2022 RSU Scheme . (l) In connection with the vesting of RSUs granted under the 2018 and 2022 RSU Schemes, 939 , 687 treasury shares were allotted to the employees during the year ended December 31 , 2024 .
Ascentage Pharma Group International 160 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 33. RESERVES The amounts of the Group ’ s reserves and the movements therein for the current and prior years are presented in the consolidated statements of changes in equity on pages 103 to 104 of the financial statements . In connection with 2018 RSU Scheme, 2021 RSU Scheme, and 2022 RSU Scheme, expenses amounting to RMB 20 , 924 , 000 ( 2023 : RMB 31 , 503 , 000 ) were recognized and contributed to capital and reserves . Upon the exercise of the pre - IPO share options and vesting of RSUs granted under the 2018 RSU Scheme, 2021 RSU Scheme, and 2022 RSU Scheme, RMB 19 , 333 , 000 ( 2023 : RMB 32 , 593 , 000 ) was credited to share premium and RMB 33 , 998 , 000 ( 2023 : RMB 43 , 709 , 000 ) was transferred out from capital and reserves . In connection with the equity - settled bonus, the Company settled the bonus of RMB 49 , 350 , 000 ( 2023 : RMB 55 , 468 , 000 ) by issuing 2 , 479 , 348 treasury shares ( 2023 : 1 , 528 , 514 newly issued shares and 1 , 237 , 884 treasury shares) at a price of HK $ 21 . 95 ( 2023 : HK $ 23 ) to employees, among which, RMB 40 , 719 , 000 ( 2023 : RMB 55 , 466 , 000 ) was credited to share premium . 34. SHARE - BASED PAYMENTS (a) Share option scheme In July 2018 , the Company adopted the pre - IPO share option scheme for the purpose of providing incentives and rewards to eligible participants who have contributed or will contribute to the Group . Eligible participants of the pre - IPO share option scheme may include any substantial shareholder, existing or incoming employees of the Group which include the directors (including executive directors, non - executive directors and independent non - executive directors) and any advisors, consultants, distributors, contractors, suppliers, agents, customers, business partners, joint venture business partners, promoters, service providers of any member of the Group who the board of directors consider, in its sole discretion, have contributed or will contribute to the Group . The maximum number of shares which may be issued upon the exercise of all pre - IPO share options is 12 , 307 , 533 . The exercise price for each share under the pre - IPO share options is HK $ 0 . 01 . Subject to any restriction contained in the pre - IPO share option scheme, an option may be exercised in accordance with the terms of the pre - IPO share option scheme and the terms of grant thereof, provided that part of pre - IPO share options in respect of 1 , 758 , 219 shares ( “ Special Options ” ) which may be issued shall only be vested/exercised upon the earliest occurrence of the following events : (a) the listing, (b) trade sale, (c) any liquidation event, and (d) change of control of the Company . On August 15 , 2018 , the Company has granted options to 282 grantees to subscribe for an aggregate of 11 , 438 , 960 shares under the pre - IPO share option scheme, including 926 , 797 Special Options . Subject to the terms and conditions as set out in the pre - IPO share option scheme, the Special Options will be vested in the portions of 25 % , 25 % , 25 % and 25 % on the first, second, third and fourth anniversaries of the listing date . The remaining 10 , 512 , 163 options (the “ 2018 Granted Options ” ) will be vested in the portions of 25 % , 25 % , 25 % and 25 % on the first, second, third and fourth anniversaries of the grant date of the options .
ANNUAL REPORT 2024 161 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 34. SHARE - BASED PAYMENTS (Continued) (a) Share option scheme (Continued) On May 15 , 2019 , the Company has granted options to 100 grantees to subscribe for an aggregate of 3 , 314 , 532 shares under the pre - IPO share option scheme . Subject to the terms and conditions as set out in the pre - IPO share option scheme, 3 , 267 , 573 shares granted to 95 grantees (the “ 2019 Granted Options ” ) will be vested in the portions of 25 % , 25 % , 25 % and 25 % on the first, second, third and fourth anniversaries of the grant date of the options, and the remaining options granted to five grantees in respect of 46 , 959 shares (the “ Supplemental Options ” ) will be vested in the portions of 25 % , 25 % , 25 % and 25 % on the first, second, third and fourth anniversaries of August 15 , 2018 , i . e . , the grant date of the 2018 Granted Options . Pursuant to the resolution of the board of directors in July 2019 , the first vesting period of the 2018 Granted Options and the Supplemental Options (together, the “ Relevant Options ” ) was amended from August 15 , 2019 (i . e . , the first anniversary of August 15 , 2018 ) to the first day of the third month after the listing of the Company . In addition, the proportion to be vested on the first vesting date of the Relevant Options was amended from 25 % to 35 % , whilst the proportion to be vested on the second vesting date of the Relevant Options, being August 15 , 2020 , was amended from 25 % to 15 % . On September 16 , 2019 , the Company has granted options to 16 grantees to subscribe for an aggregate of 542 , 955 shares under the pre - IPO share option scheme . Subject to the terms and conditions as set out in the pre - IPO share option scheme, 522 , 955 shares granted to 15 grantees (the “ Second 2019 Granted Options ” ) will be vested in the portions of 25 % , 25 % , 25 % and 25 % on the first, second, third and fourth anniversaries of the grant date of the options, and the remaining options granted to a grantee in respect of 20 , 000 Special Options will be vested in the portions of 25 % , 25 % , 25 % and 25 % on the first, second, third and fourth anniversaries of the listing date . There are no cash settlement alternatives . The Group does not have a past practice of cash settlement for these share options . The Group accounts for the scheme as an equity - settled plan . Share options do not confer rights on the holders to dividends or to vote at shareholders ’ meetings . The following share options were outstanding under the pre - IPO share option scheme during the year : 2023 2024 Exercise Exercise Number price Number price of options HK$ of options HK$ ’ 000 per share ’ 000 per share 4,174,710 0.01 3,263,648 0.01 – – – – (911,062) 0.01 (656,077) 0.01 3,263,648 0.01 2,607,571 0.01 Outstanding as of January 1 Forfeited during the year Exercised during the year Outstanding as of December 31 The number of share options exercisable was 2,607,571 as at December 31, 2024 (2023: 3,263,648). The weighted average share price at the date of exercise for share options exercised during the year ended December 31, 2024 was HK$34.03 per share (2023: HK$22.98 per share).
Ascentage Pharma Group International 162 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 34. SHARE - BASED PAYMENTS (Continued) (a) Share option scheme (Continued) The exercise prices and exercise periods of the share options outstanding as at the end of the reporting period are as follows: 2024 Number Exercise period Exercise price of options HK$ ’ 000 per share Jan 28, 2018 – Aug 15, 2028 0.01 2,360,420 May 15, 2019 – May 15, 2029 0.01 232,719 Sept 16, 2019 – Sept 16, 2029 0.01 14,432 2,607,571 2023 Number Exercise period Exercise price HK$ of options ’ 000 per share Aug 15, 2018 – Aug 15, 2028 0.01 2,824,574 May 15, 2019 – May 15, 2029 0.01 423,842 Sept 16, 2019 – Sept 16, 2029 0.01 15,232 3,263,648 The Group has not granted any new share options during the year ended December 31 , 2024 ( 2023 : Nil) . As the share options have been fully unlocked in 2023 , the Group has not recognized any share option expense during the year ended December 31 , 2024 ( 2023 : RMB 3 , 750 ) . The exercise in full of the outstanding share options would, under the present capital structure of the Company, result in the issue of 2 , 607 , 571 additional ordinary shares of the Company and additional share capital and share premium of US $ 5 , 776 , 000 , equivalent to RMB 42 , 162 , 000 (before issue expenses) transferred from capital and other reserves .
ANNUAL REPORT 2024 163 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 34. SHARE - BASED PAYMENTS (Continued) (b) RSUs granted to employees The 2018 RSU Scheme On July 6 , 2018 , the Company approved and adopted the 2018 RSU Scheme . The purpose of the 2018 RSU scheme is to incentivize the existing and incoming directors, senior management and employees for their contribution to the Company, and to attract, motivate and retain skilled and experienced personnel to strive for the future development and expansion of the Company . Unless otherwise cancelled or amended, the 2018 RSU Scheme will remain in force for 10 years from the date of adoption . The maximum number of RSUs that may be granted under the 2018 RSU Scheme in aggregate (excluding RSUs that have lapsed or been cancelled in accordance with the rules of the 2018 RSU Scheme) shall be 5 , 274 , 657 ordinary shares . On September 14 , 2020 , pursuant to the 2018 RSU Scheme, 2 , 590 , 592 RSUs were granted to 50 selected persons, who are employees of the Company . The RSUs granted would vest on the third month from the grant date, and in equal tranches over the remaining years of the total vesting period as three years, on condition that employees remain in service without any performance requirements . The following restricted shares were outstanding under the 2018 RSU Scheme during the year : 2023 2024 Number Grant Grant Number of RSUs fair value fair value of RSUs ’ 000 HK$ HK$ ’ 000 per share per share 401,663 28.35 28.35 – – – – – (44,632) 28.35 28.35 – (357,031) 28.35 28.35 – 28.35 – 28.35 – Outstanding as of January 1 Granted during the year Forfeited during the year Vested during the year Outstanding as of December 31 The fair value of each RSU under the 2018 RSU Scheme at the grant date was determined by reference to the fair value of the ordinary shares of the Company issued to its shareholders, using the market approach. The weighted average share price at the date of exercise for RSUs exercised during the year was HK$0.01 per share (2023: HK$0.01 per share). The Group has recognized nil share - base payment expense (2023: RMB3,169,000) during the year ended December 31, 2024. As at December 31, 2023, all RSUs under the 2018 RSU Scheme had been exercised.
Ascentage Pharma Group International 164 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 34. SHARE - BASED PAYMENTS (Continued) (b) RSUs granted to employees (Continued) The 2021 RSU Scheme On February 2 , 2021 , the Company approved and adopted the 2021 RSU Scheme . The purpose of the 2021 RSU scheme is to (i) incentivize the existing and incoming directors, senior management, and employees for their contribution to the Group ; and (ii) attract, motivate, and retain skilled and experienced personnel to strive for the future development and expansion of the Group by providing them with the opportunity to own equity interests in the Company . Unless otherwise cancelled or amended, the 2021 RSU Scheme will remain in force for 10 years from the date of adoption . The maximum number of RSUs that may be granted under the 2021 RSU Scheme in aggregate (excluding RSUs that have lapsed or been cancelled in accordance with the 2021 Scheme Rules) shall be 3 , 133 , 526 shares . On May 17 , 2021 , pursuant to the 2021 RSU Scheme, 440 , 490 RSUs were granted to 34 selected persons, which include employees, senior management of the Group and a director of the Company . Among the awards, 10 , 641 RSUs were granted to an independent non - executive director and 55 , 157 RSUs were granted to the Chief Commercial Officer . On July 23 , 2021 , 26 , 892 RSUs were granted to three independent non - executive directors of the Company . The RSUs granted were categorized in six types based on the vesting period and the proportion of shares that can be unlocked upon each of the vesting dates . Details of the unlocking date are summarized as follows : % of vested conditional shares Vesting date % of conditional shares Grant fair value HK$ per share Type of eligible participants 35%, 15%, 25%, 25% June 8, 2021 - 2024 100% 43.80 1 25%, 25%, 25%, 25% June 8, 2021 - 2024 100% 43.80 2 35%, 15%, 25%, 25% June 8, 2022 - 2025 100% 43.80 3 35%, 15%, 25%, 25% April 30, 2022 - 2025 100% 43.80 4 25%, 25%, 25%, 25% June 8, 2022 - 2025 100% 43.80 5 25%, 25%, 25%, 25% June 8, 2022 - 2025 100% 52.00 6 As for the restricted shares granted to employees and senior management, the conditions for releasing the restrictions comprised two parts, namely the participants have not been terminated with or without cause on or before each relevant vesting date and the participants have obtained a score of B or above in the annual performance review prior to the applicable vesting date . The percentage of shares in respect of which the restrictions may be released depends on the achievement of those conditions . For the independent non - executive directors, the restricted shares would vest on condition that independent non - executive directors remain in service without any performance requirements .
ANNUAL REPORT 2024 165 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 34. SHARE - BASED PAYMENTS (Continued) (b) RSUs granted to employees (Continued) The 2021 RSU Scheme (Continued) The following restricted shares were outstanding under the 2021 RSU Scheme during the year: 2023 2024 Number Number of RSUs of RSUs ’ 000 ’ 000 219,744 108,998 – – (39,712) (2,412) (71,034) (65,034) 108,998 41,552 Outstanding as of January 1 Granted during the year Forfeited during the year Exercised during the year Outstanding as of December 31 The fair value of each RSUs under the 2021 RSU Scheme at the grant date was determined by reference to the fair value of the ordinary shares of the Company issued to its shareholders, using the market approach. The weighted average share price at the date of exercise for RSUs exercised during the year was HK$20.80 per share (2023: HK$19.96 per share). The Company recognized a share - base payment expense of RMB856,000 during the year ended December 31, 2024 (2023: RMB1,589,000). The exercise in full of the outstanding RSUs would, under the present capital structure of the Company, result in additional share capital and share premium of HK $ 1 , 894 , 000 , equivalent to RMB 1 , 712 , 000 , transferred from capital and other reserves . The 2022 RSU Scheme On June 23 , 2022 , the Company approved and adopted the 2022 RSU Scheme . The purpose of the 2022 RSU scheme is to (i) incentivize the existing and incoming directors, senior management, and employees for their contribution to the Group ; and (ii) attract, motivate, and retain skilled and experienced personnel to strive for the future development and expansion of the Group by providing them with the opportunity to own equity interests in the Company . Unless otherwise cancelled or amended, the 2022 RSU Scheme will remain in force for 10 years from the date of adoption . The maximum number of RSUs that may be granted under the 2022 RSU Scheme in aggregate (excluding RSUs that have lapsed or been cancelled in accordance with the 2022 Scheme Rules) shall be 5 , 272 , 695 shares . As for the restricted shares granted to employees and senior management under the 2022 RSU Scheme, the conditions for releasing the restrictions comprised two parts, namely the participants having not been terminated with or without cause on or before each relevant vesting date and the participants having obtained a score of B or above in the annual performance review prior to the applicable vesting date . The percentage of shares in respect of which the restrictions may be released depends on the achievement of those conditions .
Ascentage Pharma Group International 166 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 34. SHARE - BASED PAYMENTS (Continued) (b) RSUs granted to employees (Continued) The 2022 RSU Scheme (Continued) Pursuant to the 2022 RSU Scheme, on June 23 , 2022 , the Company initially granted an aggregate of 1 , 634 , 426 RSUs under the 2022 RSU Scheme (the “ 2022 Awards ” ), representing 1 , 634 , 426 shares to a total of 80 selected persons, who are employees of the Group, among which 100 , 000 RSUs, representing 100 , 000 shares, were granted to Dr . Zhai Yifan ( “ Dr . Zhai ” ), who is the chief medical officer and a substantial shareholder of the Company . The RSUs granted were categorized in six types based on the vesting period and the proportion of shares that can be unlocked upon each vesting dates . Details of the unlocking date are summarised as follows : % of vested conditional shares Vesting date % of conditional shares Grant fair value HK$ per share Type of eligible participants 35%, 15%, 25%, 25% June 8, 2021 - 2024 100% 20.15 1 25%, 25%, 25%, 25% April 30, 2023 - 2026 100% 20.15 2 25%, 25%, 25%, 25% June 8, 2023 - 2026 100% 20.15 3 40%, 60% June 8, 2023 - 2024 100% 20.15 4 30%, 30%, 40% June 8, 2023 - 2025 100% 20.15 5 23%, 69%, 6%, 2% April 30, 2023 - 2026 100% 20.15 6 Pursuant to the 2022 RSU Scheme, on May 4 , 2023 , the Company granted 1 , 379 , 094 RSUs under the 2022 RSU Scheme, representing 1 , 379 , 094 shares to 172 selected persons (the “ 2022 Further Grant ” ), who are employees of the Group . The RSUs granted were categorized in two types based on the vesting period and the proportion of shares that can be unlocked upon each vesting date . Details of the unlocking date are summarized as follows : % of vested conditional shares Vesting date % of conditional shares Grant fair value HK$ per share Type of eligible participants 40%, 60% August 1, 2023 - 2024 100% 21.80 1 30%, 30%, 40% August 1, 2023 - 2025 100% 21.80 2 Pursuant to the 2022 RSU Scheme, on September 2 , 2024 , the Company granted 777 , 006 RSUs under the 2022 RSU Scheme, representing 777 , 006 shares to 59 selected persons (the “ 2022 Further Grant ” ), who are employees of the Group . The RSUs granted were categorized in ten types based on the vesting period and the proportion of shares that can be unlocked upon each vesting date .
ANNUAL REPORT 2024 167 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 34. SHARE - BASED PAYMENTS (Continued) (b) RSUs granted to employees (Continued) The 2022 RSU Scheme (Continued) Details of the unlocking date are summarized as follows: % of vested conditional shares Vesting date % of conditional shares Grant fair value HK$ per share Type of eligible participants 100% September 16, 2024 100% 33.95 1 75%, 25% September 16, 2024 - 2025 100% 33.95 2 50%, 50% September 16, 2024 - 2025 100% 33.95 3 30%, 30%, 40% September 16, 2024 - 2026 100% 33.95 4 22.5%, 22.5%, 55% September 16, 2024 - 2026 100% 33.95 5 50%, 25%, 25% September 16, 2024 - 2026 100% 33.95 6 25%, 37%, 38% September 16, 2024 - 2026 100% 33.95 7 100% September 16, 2025 100% 33.95 8 40%, 60% September 16, 2025 - 2026 100% 33.95 9 50%, 50% September 16, 2025 - 2026 100% 33.95 10 The following restricted shares were outstanding under the 2022 RSU Scheme during the year: 2023 2024 Number Number of RSUs of RSUs ’ 000 ’ 000 1,120,873 1,641,974 1,379,094 777,006 (145,584) (42,768) (712,409) (939,687) 1,641,974 1,436,525 Outstanding as of January 1 Granted during the year Forfeited during the year Vested during the year Outstanding as of December 31 The fair value of each RSU under the 2022 RSU Scheme at the grant date was determined by reference to the fair value of the ordinary shares of the Company issued to its shareholders, using the market approach. Under the 2022 RSU Scheme, the fair value of the RSUs granted during the year ended December 31, 2024 amounted to RMB24,078,000 (2023: RMB27,063,000).
Ascentage Pharma Group International 168 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 34. SHARE - BASED PAYMENTS (Continued) (b) RSUs granted to employees (Continued) The 2022 RSU Scheme (Continued) The weighted average share price at the date of exercise for RSUs exercised during the year was HK $ 19 . 24 per share ( 2023 : HK $ 18 . 15 per share) . The Company recognized a share - base payment expense of RMB 20 , 068 , 000 for the year ended December 31 , 2024 ( 2023 : RMB 22 , 950 , 000 ) . The exercise in full of the outstanding RSUs would, under the present capital structure of the Company, result in additional share capital and share premium of HK $ 38 , 114 , 000 , equivalent to RMB 34 , 788 , 000 , transferred from capital and other reserves . There are no cash settlement alternatives . The Group does not have a past practice of cash settlement for these RSUs . The Group accounts for the scheme as an equity - settled plan . 35. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS (a) Major non - cash transactions i. During the year ended December 31 , 2024 , the Company granted 777 , 006 RSUs under the 2022 RSU scheme to 59 grantees . During the year ended December 31 , 2023 , the Company granted 1 , 379 , 094 RSUs under the 2022 RSU Scheme to 172 grantees . ii. During the year ended December 31 , 2024 , the Company issued 2 , 479 , 348 treasury shares to employees as settlement of bonus of RMB 49 , 350 , 000 . During the year ended December 31 , 2023 , the Company issued 2 , 766 , 398 shares ( 1 , 528 , 514 newly issued shares and 1 , 237 , 884 treasury shares) to employees as settlement of bonus of RMB 55 , 468 , 000 . iii. During the year ended December 31 , 2024 , the Group had non - cash additions to right - of - use assets and lease liabilities of RMB 17 , 108 , 000 , in respect of lease arrangements for buildings ( 2023 : RMB 16 , 194 , 000 ) .
ANNUAL REPORT 2024 169 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 35. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS (Continued) (b) Changes in liabilities arising from financing activities Accrued interest in Lease Bank and other payables liabilities other loans and accruals RMB ’ 000 RMB ’ 000 RMB ’ 000 22,681 1,772,914 1,046 At January 1, 2024 (8,413) (136,928) (59,057) Changes from financing cash flows 17,108 – – New leases (1,152) – – Disposal 1,498 2,279 59,276 Interest expenses (1,498) – – Interest paid classified as financing cash flows 8 – – Effect of change in foreign exchange rates 30,232 1,638,265 1,265 At December 31, 2024 Accrued interest in Bank and other payables Lease liabilities RMB ’ 000 other loans RMB ’ 000 and accruals RMB ’ 000 17,222 1,775,505 383 At January 1, 2023 (10,766) (2,591) (91,027) Changes from financing cash flows 16,194 – – New leases 1,321 – 91,690 Interest expenses (1,321) – – Interest paid classified as financing cash flows 31 – – Effect of change in foreign exchange rates 22,681 1,772,914 1,046 At December 31, 2023 (c) Total cash outflow for leases The total cash outflow for leases included in the statement of cash flows is as follows: Within operating activities Within financing activities 2023 2024 RMB ’ 000 RMB ’ 000 181 238 12,087 9,911 12,268 10,149
Ascentage Pharma Group International 170 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 36. COMMITMENTS (a) As at December 31 , 2024 , the Group had capital commitments of RMB 4 , 366 , 000 relating to furniture and equipment . (December 31 , 2023 : RMB 2 , 534 , 000 ) . (b) The Group has no lease contracts that have not yet commenced as at December 31, 2024. (c) The Group enters into business agreements with institutions to license intellectual property . The Group may be obligated to make future research and developmental milestone payments, regulatory and commercial milestone payments and royalty payments on future sales of specified products associated with the agreements . Payments under these agreements generally become due and payable upon achievement of such milestones or sales . These commitments are not recorded on the consolidated financial statements because the achievement and timing of these milestones are not fixed and determinable . When the achievement of these milestones or sales have occurred, the corresponding amounts are recognized in the consolidated financial statements . and timing of these milestones are not fixed and determinable . When the achievement of these milestones or sales have occurred, the corresponding amounts are recognized in the consolidated financial statements . 37. CONTINGENT LIABILITIES The Group had no significant contingent liabilities as at the end of the reporting date. 38. PLEDGE OF ASSETS Details of the Group ’ s assets pledged for the Group ’ s bank loans are included in notes 29 to the financial statements. 39. RELATED PARTY TRANSACTIONS (a) Except for the transactions detailed in note 30 to the consolidated financial statements, the Group did not have any transactions with related parties during the years ended December 31 , 2023 and 2024 . (b) Compensation of key management personnel of the Group: 2023 2024 RMB ’ 000 RMB ’ 000 20,118 19,059 1,763 625 986 977 22,867 20,661 Short term employee benefits and fees Equity - settled share - based payment expenses Post - employment benefits Total Further details of directors ’ emoluments are included in note 9 to the financial statements.
ANNUAL REPORT 2024 171 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 40. FINANCIAL INSTRUMENTS BY CATEGORY The carrying amounts of each of the categories of financial instruments as at the end of each reporting period are as follows: 2024 Financial assets Financial Financial assets assets at at fair value amortized through profit Total cost or loss RMB ’ 000 RMB ’ 000 RMB ’ 000 9,846 9,846 – 1,261,211 1,261,211 – 83,143 83,143 – 1,141 – 1,141 2,439 2,439 – 1,357,780 1,356,639 1,141 Financial assets included in prepayments, other receivables and other assets Cash and bank balances Trade receivables Financial assets at FVTPL Financial assets included in other non - current assets Total Financial liabilities Interest - bearing bank and other borrowings (current and non - current portions) Trade payables Financial liabilities included in other payables and accruals Long - term payables (current and non - current portion) Financial liabilities at amortized cost RMB ’ 000 1,668,497 91,966 73,670 29,344 Total 1,863,477
Ascentage Pharma Group International 172 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 40. FINANCIAL INSTRUMENTS BY CATEGORY (Continued) The carrying amounts of each of the categories of financial instruments as at the end of each reporting period are as follows: (Continued) 2023 Financial assets Financial Financial assets assets at at fair value amortized through profit Total RMB ’ 000 cost RMB ’ 000 or loss RMB ’ 000 Financial assets included in prepayments, 10,352 10,352 – other receivables and other assets 1,093,833 1,093,833 – Cash and bank balances 145,893 145,893 – Trade receivables 1,951 – 1,951 Financial assets at FVTPL 3,000 3,000 – Financial assets included in other non - current assets 1,255,029 1,253,078 1,951 Total 41. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS Financial liabilities Financial liabilities at amortized cost RMB ’ 000 Interest - bearing bank and other borrowings (current and non - current portions) Trade payables Financial liabilities included in other payables and accruals Long - term payables (current and non - current portion) 1,795,595 72,445 63,122 37,458 Total 1,968,620
ANNUAL REPORT 2024 173 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 41. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) Financial liabilities (Continued) The carrying amounts of the Group ’ s financial instruments, other than those with carrying amounts that reasonably approximate to fair values, are as follows: Carrying amounts Fair values 2023 2024 2023 2024 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 1,951 1,141 1,951 1,141 2,758 2,311 3,000 2,439 4,709 3,452 4,951 3,580 18,299 – 18,299 – 1,155,556 859,707 1,166,267 868,642 1,173,855 859,707 1,184,566 868,642 Financial assets Financial assets at FVTPL Financial assets included in other non - current assets Total Financial liabilities Non - current portion of long - term payables Non - current portion of interest - bearing bank and other borrowings (other than lease liabilities) Total Management has assessed that the fair values of cash and bank balances, trade receivables, financial assets included in prepayments, deposits and other receivables, trade payables, the current portion of long - term payables, the current portion of interest - bearing bank and other borrowings, financial liabilities included in other payables, and accruals approximate to their carrying amounts largely due to the short - term maturities of these instruments, or the interest rate being approximate to the discount rate of current market . The Group ’ s finance department is responsible for determining the policies and procedures for the fair value measurement of financial instruments . The finance manager reports directly to the chief financial officer and the audit committee . At each reporting date, the finance department analyses the movements in the values of financial instruments and determines the major inputs applied in the valuation . The directors review the results of the fair value measurement of financial instruments periodically for annual financial reporting . The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale . The following methods and assumptions were used to estimate the fair values : The fair values of the financial assets and liabilities included in other non - current assets, the non - current portion of long - term payables, and the non - current portion of interest - bearing bank and other borrowings have been calculated by discounting the expected future cash flows using rates currently available for instruments with similar terms, credit risk and remaining maturities . The Group ’ s own non - performance risk for other non - current assets, long - term payables and interest - bearing bank and other borrowings as at December 31 , 2024 was assessed to be insignificant .
Ascentage Pharma Group International 174 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 41. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued) Financial liabilities (Continued) The fair value of listed equity investment was based on quoted market prices . These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates . If all significant inputs required to determine the fair value of an instrument are observable, the instruments are included in Level 2 . If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3 . For Level 3 financial liabilities, the Group adopts the valuation techniques to determine the fair value . The fair value measurement of the financial instruments may involve unobservable inputs such as discount rate and possibility of payment . The Group periodically reviews all significant unobservable inputs and valuation adjustments used to measure the fair values of financial assets in Level 3 . Fair value hierarchy The following tables illustrate the fair value measurement hierarchy of the Group ’ s financial instruments : Assets measured at fair value As at December 31, 2024 Fair value measurement using Significant Significant Quoted prices unobservable observable in active inputs inputs markets Total RMB ’ 000 (Level 3) RMB ’ 000 (Level 2) RMB ’ 000 (Level 1) RMB ’ 000 1,141 – – 1,141 Financial assets at FVTPL As at December 31, 2023 Fair value measurement using Significant Significant Quoted prices unobservable observable in active inputs inputs markets Total (Level 3) (Level 2) (Level 1) RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 1,951 – – Financial assets at FVTPL 1,951 The movements in the fair value measurements within Level 3 during the reporting period are as follows: 2023 2024 RMB ’ 000 RMB ’ 000 2,822 – (2,822) – – – Derivative financial instruments: Carrying amount at January 1 Change in fair value during the year At 31 December During the years ended December 31 , 2024 and 2023 , there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and financial liabilities .
ANNUAL REPORT 2024 175 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 42. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group ’ s principal financial instruments comprise cash and bank balances and interest - bearing bank and other borrowings . The main purpose of these financial instruments is to raise finance for the Group ’ s operations . The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations . The main risks arising from the Group ’ s financial instruments are interest rate risk, foreign currency risk, credit risk, liquidity risk and equity price risk . The directors review and agree policies for managing each of these risks and they are summarized below . Interest rate risk The Group ’ s exposure to the risk of changes in market interest rates relates primarily to the Group ’ s long - term debt obligations with floating interest rates . The Group ’ s policy is to manage its interest cost using a mix of fixed and floating rate debts . As at December 31 , 2024 , the total interest - bearing bank borrowings of RMB 1 , 116 , 015 , 000 (December 31 , 2023 : RMB 1 , 072 , 294 , 000 ) of the Group were with floating interest rates denominated in RMB . The following table demonstrates the sensitivity to a reasonably possible change in the RMB interest rate, with all other variables held constant, of the Group ’ s loss before tax through the impact on floating rate borrowings . This analysis does not include the effect of interest capitalized . Increase/(decrease) in loss before tax RMB ’ 000 Increase/(decrease) in basis points 2024 11,160 100 RMB (11,160) (100) RMB 2023 10,723 100 RMB (10,723) (100) RMB Foreign currency risk The Group has transactional currency exposures . Such exposures arise from sales or purchases by operating units and investing and financing activities in currencies other than the units ’ functional currencies . The following table demonstrates the sensitivity as at the end of each reporting period to a reasonably possible change in the US $ and HK $ exchange rates, with all other variables held constant, of the Group ’ s loss before tax and in other comprehensive income (without tax) due to changes in the fair values of monetary assets and liabilities .
Ascentage Pharma Group International 176 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 42. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Foreign currency risk (Continued) Increase/ (decrease) in other comprehensive income (without tax) RMB ’ 000 Increase/ (decrease) in loss before tax RMB ’ 000 Increase/ (decrease) in foreign currency rate % December 31, 2024 56,796 (44) 5 If RMB weakens against US$ (56,796) 44 (5) If RMB strengthens against US$ December 31, 2023 20,987 (65) 5 If RMB weakens against US$ (20,987) 65 (5) If RMB strengthens against US$ Increase/ (decrease) in other comprehensive income (without tax) RMB ’ 000 Increase/ (decrease) in loss before tax RMB ’ 000 Increase/ (decrease) in foreign currency rate % December 31, 2024 – (691) 5 If RMB weakens against HK$ – 691 (5) If RMB strengthens against HK$ December 31, 2023 – (165) 5 If RMB weakens against HK$ – 165 (5) If RMB strengthens against HK$ Credit risk The Group trades only with recognized and creditworthy third parties . Concentrations of credit risk are managed by customer . At the end of the reporting period, the Group had certain concentrations of credit risk as 73 % ( 2023 : 78 % ) and 96 % ( 2023 : 97 % ) of the Group ’ s trade receivables were due from the Group ’ s largest customer, respectively . It is the Group ’ s policy that all customers who wish to trade on credit terms are subject to credit verification procedures . In addition, receivable balances are monitored on an ongoing basis and the Group ’ s exposure to bad debts is not significant . The credit risk of the Group ’ s other financial assets, which comprise cash and bank balances, trade receivables, financial assets included in prepayments, deposits and other receivables and other non - current assets, arises from default of the counterparty, with a maximum exposure equal to the carrying amounts of these instruments .
ANNUAL REPORT 2024 177 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 42. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Credit risk (Continued) Maximum exposure and year - end staging The tables below show the credit quality and the maximum exposure to credit risk based on the Group ’ s credit policy, which is mainly based on past due information unless other information is available without undue cost or effort, and year - end staging classification . The amounts presented are gross carrying amounts for financial assets . December 31, 2024 Financial assets included in prepayments, other receivables and other assets – Normal** Cash and bank balances – Not yet past due Trade receivables* Financial assets included in other non - current assets – Normal** Total 12 - month Lifetime ECLs ECLs Simplified Total approach Stage 3 Stage 2 Stage 1 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 9,846 – – – 9,846 1,261,211 – – – 1,261,211 83,143 83,143 – – – 2,439 – – – 2,439 1,356,639 83,143 – – 1,273,496 December 31, 2023 Total Simplified approach Lifetime ECLs Stage 3 Stage 2 12 - month ECLs Stage 1 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 10,352 – – – 10,352 1,093,833 – – – 1,093,833 145,893 145,893 – – – 3,000 – – – 3,000 1,253,078 145,893 – – 1,107,185 Financial assets included in prepayments, other receivables and other assets – Normal** Cash and bank balances – Not yet past due Trade receivables* Financial assets included in other non - current assets – Normal** Total * For trade receivables to which the Group applies the simplified approach for impairment, information based on provision matrix is disclosed in note 23 to the financial statements . ** The credit quality of the financial assets included in prepayments, other receivables and other assets and financial assets included in other non - current assets is considered to be “ normal ” when they are not past due and there is no information indicating that the financial assets had a significant increase in credit risk since initial recognition . Otherwise, the credit quality of the financial assets is considered to be “ doubtful ” .
Ascentage Pharma Group International 178 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 42. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Liquidity risk The Group ’ s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans, lease liabilities and other interest - bearing loans . As at December 31 , 2024 , 47 % (December 31 , 2023 : 34 % ) of the Group ’ s borrowings would mature in less than one year based on the carrying values of the borrowings . The maturity profile of the Group ’ s financial liabilities as at the end of the reporting period, based on the contractual undiscounted payments, is as follows : As at December 31 , 2024 Interest - bearing bank and other borrowings Financial liabilities included in other payables Over 1 to 5 Less than Total 5 years years 1 year On demand RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 RMB ’ 000 91,966 – – 91,966 – Trade payables 19,266 – 8,592 10,674 – Lease liabilities 1,831,454 565,079 452,765 813,610 – (excluding lease liabilities) 73,670 – – – 73,670 and accruals 29,344 – – 29,344 – Long - term payables 2,045,700 565,079 461,357 945,594 73,670 Total As at December 31, 2023 Over 1 to 5 Less than Total RMB ’ 000 5 years RMB ’ 000 years RMB ’ 000 1 year RMB ’ 000 On demand RMB ’ 000 72,445 – – 72,445 – Trade payables 25,392 – 13,579 11,813 – Lease liabilities Interest - bearing bank and other borrowings 2,075,511 656,457 747,848 671,206 – (excluding lease liabilities) Financial liabilities included in other payables 63,122 – – – 63,122 and accruals 40,000 – 20,000 20,000 – Long - term payables 2,276,470 656,457 781,427 775,464 63,122 Total
ANNUAL REPORT 2024 179 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 42. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Equity price risk Equity price risk is the risk that the fair values of equity securities decrease as a result of changes in the levels of equity indices and the value of individual securities . The Group is exposed to equity price risk arising from individual equity investments included in financial assets at FVTPL (note 19 ) as at December 31 , 2024 . The Group ’ s listed investments are listed on NASDAQ and are valued at the quoted market price at the end of the reporting period . The market equity index for the following stock exchange, at the close of business of the nearest trading day in the year to the end of the reporting period, and its respective highest and lowest points during the year were as follows : United States – NASDAQ index High/low December 31, High/low December 31, 2023 2023 2024 2024 15,150/ 15,011 20,205/ 19,311 10,265 14,478 The following table demonstrates the sensitivity to every 5 % change in the fair values of the equity investments, with all other variables held constant and before any impact on tax, based on their carrying amounts at the end of the reporting period . Decrease/ (increase) in loss before tax Carrying amount of equity investments RMB ’ 000 RMB ’ 000 57 1,141 2024 Investments listed in: NASDAQ – Financial assets at fair value through profit or loss (57) 98 1,951 2023 Investments listed in: NASDAQ – Financial assets at fair value through profit or loss (98)
Ascentage Pharma Group International 180 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 42. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Capital management The primary objectives of the Group ’ s capital management are to safeguard the Group ’ s ability to continue as a going concern and to maintain healthy capital ratios in order to support its business and maximize shareholders ’ value . The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets . To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares . No changes were made in the objectives, policies or processes for managing capital during the reporting year . The Group monitors capital using a gearing ratio, which is net debt divided by the adjusted capital plus net debt . Net debt includes interest - bearing bank and other borrowings, trade payables, financial liabilities included in other payables and accruals and long - term payables, less cash and bank balances . Capital includes equity attributable to owners of the parent . The gearing ratios as at the end of the reporting periods were as follows : 2023 2024 RMB ’ 000 RMB ’ 000 1,795,595 1,668,497 72,445 91,966 63,122 73,670 37,458 29,344 (1,093,833) (1,261,211) 874,787 602,266 60,417 264,194 60,417 264,194 935,204 866,460 94% 70% Interest - bearing bank and other borrowings Trade payables Financial liabilities included in other payables and accruals Long - term payables Less: Cash and bank balances Net debt Equity attributable to owners of the parent Adjusted capital Capital and net debt Gearing ratio 43. EVENT AFTER THE REPORTING PERIOD On January 28 , 2025 , the Company completed its Initial Public Offering on the National Association of Securities Deal Automated Quotations under the symbol of “ AAPG ” . The Company issued an aggregate 7 , 325 , 000 American depositary shares ( “ ADSs ” ) at an offer price of US $ 17 . 25 per ADS, representing 29 , 300 , 000 ordinary shares of the company for gross proceeds of US $ 126 , 356 , 000 (RMB 905 , 884 , 071 ) . On February 13 , 2025 , the Company issued additional 935 , 144 ADSs at an offer price of US $ 17 . 25 per ADS, representing 3 , 740 , 576 ordinary shares of the Company for gross proceeds of US $ 16 , 131 , 000 (RMB 115 , 668 , 949 ) upon the underwriter exercised the over - allotment option .
ANNUAL REPORT 2024 181 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 44. STATEMENT OF FINANCIAL POSITION OF THE COMPANY NON - CURRENT ASSETS Investments in subsidiaries Other non - current asset Total non - current assets CURRENT ASSETS Prepayments, other receivables and other assets Cash and bank balances Total current assets CURRENT LIABILITIES Other payables and accruals Total current liabilities NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES Net assets EQUITY Share capital Treasury shares Capital and reserves Total equity 2023 2024 RMB ’ 000 RMB ’ 000 305,916 380,339 – 30,529 305,916 410,868 3,612,208 3,986,172 272,240 470,170 3,884,448 4,456,342 3,674 24,187 3,674 24,187 3,880,774 4,432,155 4,186,690 4,843,023 4,186,690 4,843,023 197 214 (21,351) (8) 4,207,844 4,842,817 4,186,690 4,843,023
Ascentage Pharma Group International 182 Notes to the Consolidated Financial Statements (Continued) December 31, 2024 44. STATEMENT OF FINANCIAL POSITION OF THE COMPANY (Continued) Note: A summary of the Company ’ s reserves is as follows: Exchange Accumulated fluctuation Capital and Total RMB ’ 000 losses RMB ’ 000 reserve RMB ’ 000 reserves RMB ’ 000 3,591,558 (890,792) (43,746) 4,526,096 At December 31, 2022 and January 1, 2023 (14,262) (14,262) – – Loss for the year Other comprehensive income for the year 84,629 – 84,629 – Exchange differences on translation of the Company 70,367 (14,262) 84,629 – Total comprehensive income for the year 470,066 – – 470,066 Issue of ordinary shares Employees share - based compensation scheme 3,750 – – 3,750 Pre - IPO share option expenses 27,753 – – 27,753 RSU expenses 7 – – 7 Exercise of pre - IPO share options (11,123) – – (11,123) Vesting of RSUs 55,466 – – 55,466 Equity - settled bonus 4,207,844 (905,054) 40,883 5,072,015 (13,643) (13,643) – – 67,715 – 67,715 – 54,072 (13,643) 67,715 – 533,923 – – 533,923 20,924 – – 20,924 6 – – 6 (14,671) – – (14,671) 40,719 – – 40,719 4,842,817 (918,697) 108,598 5,652,916 At December 31, 2023 and January 1, 2024 Loss for the year Other comprehensive income for the year Exchange differences on translation of the Company Total comprehensive income for the year Issue of ordinary shares Employees share - based compensation scheme RSU expenses Exercise of pre - IPO share options Vesting of RSUs Equity - settled bonus At December 31, 2024 45. APPROVAL OF THE FINANCIAL STATEMENTS The financial statements were approved and authorized for issue by the board of directors on April 16, 2025.
Exhibit 99.2
Pelcitoclax ( APG - 1252 ) APG - 2449 APG - 5918 Lisaftoclax ( APG - 2575 ) Alrizomadlin ( APG - 115 ) Olverembatinib ( HQP1351 ) 2024 Environmental, Social and Governance Report (Incorporated in the Cayman Islands with limited liability) Stock Code: HKEX: 6855 NASDAQ: AAPG Ascentage Pharma Group International
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 1 Page About this Report 2 Highlights and Performance 3 Message from Management 4 About Ascentage Pharma 6 1 Corporate Governance and Solid Foundations 1. Corporate Governance 2. Business Ethics 7 7 13 2 Global Presence & R&D and Innovation 1. R&D and Innovation 2. Intellectual Property Rights 3. R&D Ethics and Morals 15 15 25 26 3 Strict Quality Control and Sustainable Supply 1. Quality and Safety 2. Service Excellence 3. Supply Chain Management 28 28 39 41 4 Green Production, Safety Assurance 1. Environmental Management 2. Tackling Climate Change 3. Emission Management 4. Occupational Health and Safety 49 49 54 64 67 5 Empowering Talents to Create Warmth Together 1. Employment 2. Talent Development 3. Care and Welfare 4. Welcoming Community 73 73 76 83 88 Appendix I – ESG Key Performance Indicators (KPIs) 90 Appendix II – Hong Kong Stock Exchange Environmental, Social and Governance Reporting Code Content Index 95 Contents
2 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 About this Report Report Review This Report is the sixth Environmental, Social and Governance (hereinafter “ ESG ” ) Report published by Ascentage Pharma Group International (hereinafter the “ Company ” or the “ Group ” ) and its subsidiaries (hereinafter “ Ascentage Pharma ” or “ Ascentage ” or “ we ” or “ us ” ) . Reporting Guidelines The Report has been prepared in accordance with the Environmental, Social and Governance Reporting Code (hereinafter the “ ESG Reporting Code ” ) under Appendix C 2 to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited (hereinafter the “ Hong Kong Stock Exchange ” ) effective from December 2023 onwards . Scope of Report Timeframe : The Report covers the period between January 1 , 2024 and December 31 , 2024 (hereinafter the “ Reporting Period ” or the “ Year ” or “ 2024 ” ), whereas certain content would be in a retrospective or prospective basis (as appropriate) to enhance completeness of the Report . Scope of report : The content of the Report covers Ascentage Pharma Group International and its subsidiaries, including Ascentage Pharma (HK), Ascentage Jiangsu, Ascentage Suzhou, Ascentage Shanghai, Healthquest Pharma, Ascentage US, Ascentage Australia, Ascentage International and Ascentage Investment . Data Source and Description The information and data used in this Report are collected from the official documents and statistical reports of the Group, which have been reviewed by relevant departments . Unless otherwise specified, the currency in this Report is Renminbi (RMB) . Reliability Assurance and Approval The Group has not found any false record, misleading statement or material omission in this Report . This Report complies with all the “ comply or explain ” provisions in the ESG Reporting Code and prepared according to the reporting principles of materiality, quantitative and balance in the ESG Reporting Code . This Report was approved by the Board of Directors on April 15 , 2025 . Access and Response to the Report This Report is available in Traditional Chinese and English for readers ’ reference . This Report can be found within the category of Financial Statements/ESG Information, on the HKEX news website or the official website of Ascentage Pharma (https : //www . ascentagepharma . com) . We greatly value opinions from stakeholders and welcome your feedback via the following contact channels . Your opinion will facilitate us in further improving the Report and enhance the Group ’ s overall ESG performance . Email : ir@ascentage . com Address: 68 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu Phone number: 86 - 21 - 61951088
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 3 Environmental, Social and Governance Report 2024 Highlights and Performance Innovation and Research and Development (R&D) Annual R&D investment amounted to RMB 947.2 million We have obtained a total of 16 Orphan Drug Designations (ODDs) from the FDA and 1 ODD from the EU for 4 of the Company ’ s investigational drug candidates ; we have also obtained 2 Fast Track Designations and 2 Rare Pediatric Disease (RPD) designations by the FDA During the Reporting Period, olverembatinib was successfully included in the National Reimbursement Drug List (NRDL) for Basic Medical Insurance , Work - Related Injury Insurance, and Maternity Insurance ( 2024 ) . All approved indications of olverembatinib are covered by the NRDL Quality and Safety During the Reporting Period, Ascentage Pharma successfully obtained ISO 9001 quality management system certification , covering 100% of the Company ’ s production facilities Zero product recalls for safety and health reasons Environment and Health During the Reporting Period, Ascentage Pharma successfully obtained ISO 14001 environmental management system certification , covering 100 % of the Company ’ s production facilities Additionally, Ascentage Suzhou secured the approval to be a 2 A - level Green Factory in Suzhou Industrial Park for 2024 along with obtaining the second batch of 3 A - level Green Factory in Suzhou Zero incidents of environmental pollution and environmental administrative penalties Zero work - related fatality and injury Employee and Community Employee training coverage reached 100% , with an average of 8.75 training hours per employee Employee coverage rate of the Employee Stock Ownership Plan reached 100%
4 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Message from Management In 2024 , the pharmaceutical industry forged ahead with unprecedented vitality and potential, riding the wave of innovation and transformation . Ascentage Pharma continued to execute its global patient - centric strategy, driving its growth through research and innovation . As we continue to advance our pipeline products and improve access to and affordability of our commercialized product, we are maximizing value of our stakeholders, particularly patients whose needs yet to be satisfied by existing therapies . Build a robust governance system and strengthen the foundation of corporate integrity . We are committed to establishing a robust corporate governance structure, clearly defining the roles and responsibilities of the Company and ESG management . We continue to deepen our focus on business ethics management, maintaining high ethical standards and a “ zero - tolerance ” policy . We continuously strengthen employees ’ ethical awareness and encourage proactive reporting of any violations . Moreover, we place great emphasis on communication with stakeholders, establishing diverse communication channels to foster close connections with all parties . Pursue innovation - driven global expansion and join hands to build a healthier future . Upholding our core values of “ Patients first ; Science - based ; Data - driven ” , we remain steadfast in advancing our global strategy . We have made continuous progress in product research and innovation, achieving significant milestones during the year, including the Exclusive Option Agreement with Takeda Pharmaceuticals International AG . Leveraging our exceptional R&D capabilities, we have also established a global intellectual property portfolio and formed strategic partnerships with leading biotech and pharmaceutical companies and academic institutions, building a global collaborative network . Additionally, we are steadily advancing global clinical trials, ensuring scientific rigor and precision at every step . Strengthen quality and safety management, and safeguarding the lifeline of pharmaceuticals . We recognize the paramount importance of product quality and safety . As such, we continue to optimize our quality management system and enhance our ability to manage the entire lifecycle of our products . We have also refined our product traceability and recall mechanisms, and continually improved our customer service system to elevate service quality . In addition, we are committed to building a safe and sustainable supply chain, fostering mutually beneficial relationships with supply chain partners to create and share long - term value .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 5 Environmental, Social and Governance Report 2024 Adhere to green development principles and enhance environmental management efficiency . We actively assume responsibility for environmental protection . Our efforts include continuously optimizing our environmental management system and establishing scientific and reasonable environmental goals . We strive to enhance the effectiveness of our environmental practices and integrate climate change considerations into our sustainability strategy to seize new business opportunities . In addition, we have strengthened the management of pollutant emissions and actively explored and implemented effective pollution reduction measures . We are also dedicated to building a safety culture and fostering a safe and healthy research and development environment to ensure the health and safety of our employees . Foster talent development in a vibrant way and enhance workplace experience . We are dedicated to safeguarding employees ’ rights and continuously enhance their workplace experience through a series of welfare policies . We prioritize communication and interaction with employees to increase their wellbeing and sense of belonging . We implement an international talent strategy, focusing on creating a diverse and inclusive corporate culture . Additionally, we are committed to giving back to society and making a positive impact . We actively uphold our social responsibilities by continuously supporting public welfare initiatives . Looking ahead to 2025 , we will continue to advance sustainability and refine governance practices . We will also remain committed to our mission of “ addressing unmet medical needs in China and around the world ” . We will deepen our patient - centric global strategy, accelerate the global clinical development of our pipeline, and bring more innovative medicines from China to the world . With such efforts, we aim to benefit patients worldwide and illuminate the path to better health . Dr. Yang Dajun Chairman and CEO of Ascentage Pharma
6 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 About Ascentage Pharma We are a global, integrated biopharmaceutical company engaged in discovering, developing and commercializing therapies to address global unmet medical needs primarily in hematological malignancies. Value Vision Mission Patients first; To become a global To address unmet clinical Science - based; leading integrated needs of patients in China and Data - driven biopharmaceutical company around the world Corporate Culture of Ascentage Pharma Established in 2009 and headquartered in Suzhou, China, Ascentage Pharma has offices in Beijing, Shanghai, Guangzhou, Taizhou, China, and Rockville, Maryland in the United States . In October 2019 , Ascentage Pharma was listed on the Main Board of Hong Kong Stock Exchange ( 6855 . HK) . Additionally, as of the release of this Report, Ascentage Pharma has been listed on the Nasdaq Stock Market (AAPG), making it the first 18 A company to achieve dual listing in the U . S . stock market . We always uphold and practice our mission of “ addressing unmet clinical needs of patients in China and around the world ” . To date, Ascentage Pharma has established a robust pipeline of innovative drug candidates, including inhibitors targeting key proteins in apoptosis pathways such as Bcl - 2 , IAP, and MDM 2 - p 53 , as well as next generation inhibitors designed to combat kinase mutations emerging in cancer treatment, becoming the only innovative company globally with clinical - stage drug candidates covering all key apoptosis pathway proteins . At the moment, we are conducting ten registrational trials, including two that were cleared by the FDA, for our three late - stage products, olverembatinib, lisaftoclax and APG - 2449 .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 7 Environmental, Social and Governance Report 2024 1 Corporate Governance and Solid Foundations Ascentage Pharma acknowledges that corporate governance is crucial for the Company to achieve sustainable and steady growth . To this end, we continuously optimize our corporate governance structure, enhance the effectiveness of our compliance management system, and closely address the needs of all stakeholders, fostering a long - term brand image built on integrity . 1. Corporate Governance Ascentage Pharma is committed to establishing a robust corporate governance system while strictly adhering to relevant laws and regulations . By maintaining a diverse Board of Directors and implementing an efficient ESG management system, we continuously improve our corporate governance . Additionally, the Company actively promotes exchanges and cooperation with stakeholders, driving the Company ’ s sustainable development . 1. Corporate Governance Responsible governance is a crucial safeguard for the Company to achieve stable operations . Ascentage Pharma strictly complies with the Company Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻ޜਨ⌅ NJ ) and the Listing Rules of the Hong Kong Stock Exchange ( 俉㚟 Ӕᡰ lj кᐲ㾿ࡷ NJ ), among other relevant laws and regulations . By formulating and rigorously implementing a series of rules and regulations , we continue to enhance management efficiency and quality, laying a solid foundation for the Company ’ s long - term development . Ascentage Pharma has established a comprehensive and well - structured governance structure, The Board of Directors has established an Audit Committee, a Remuneration Committee and a Nomination Committee, all in alignment with the governance principles that emphasize a clear division of responsibilities, efficiency, and transparency . Besides, our clinical development strategy is guided by our Scientific Advisory Board, which brings together global leading scientific scholars in the field of cancer research . This has ensured strong protection of all stakeholders ’ interests, thereby promoting the Company ’ s sustained and stable growth . Board of Directors Audit Committee Remuneration Committee Nomination Committee Corporate Governance Structure of Ascentage Pharma The Company actively implements a diversity strategy for the Board of Directors . To that end, we are striving to promote a diverse and well - balanced structure for the Board of Directors by comprehensively considering multiple aspects such as gender, professional skills, age level, industry background, depth of knowledge, and educational qualifications of candidates for the Board . In particular, the Company ’ s Nomination Committee is responsible for overseeing the implementation of the company polices relating to the diversity of the Board of Directors and conducting regular assessments to optimize and adjust the diversity policy . We aim to ensure that the Company maintains a high level of independence and fairness in major decision - making .
8 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 As of March 31 , 2025 , the Company ’ s Board of Directors comprises 9 directors, including 6 directors who are independent non - executive directors (INEDs) according to the definition of the Hong Kong Stock Exchange . 2 directors are female, 6 directors have Ph . D . or Doctor of Medicine degrees and 3 directors are non - ethnic Chinese . Each of the Audit Committee, Remuneration Committee and Nomination Committee is chaired by an independent director . The Company remains committed to risk management and control and compliance operations, with the Board of Directors taking the lead in overseeing the risk management and control system to ensure its ongoing effectiveness . Meanwhile, the Audit Committee and senior management jointly monitor the implementation of risk management policies to ensure their adequacy and effectiveness . Additionally, we actively conduct compliance training, incorporating practical case analyses and interactive sessions to provide guidance for identifying and mitigating potential compliance risks . This approach enhances employee engagement and strengthens their understanding of compliance . Compliance Management Training Activity: Legal Risk Analysis of Hot - spot Events In November 2024 , the Company organized a compliance education training session themed “ Legal Risk Analysis of Hot - spot Events ” in China, with Dr . Yang Dajun, Chairman and CEO, invited to attend . This training provided an in - depth legal analysis and education on anti - insurance fraud, highlighting the associated legal risks and emphasizing the importance of strengthening internal controls and oversight to ensure that all employees act in accordance with compliance requirements .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 9 Environmental, Social and Governance Report 2024 1.1.2 ESG Management and Implementation The Company continues to advance our ESG practices by integrating ESG principles into corporate management . With a comprehensive ESG management system in place, we strive to achieve sustainable development while ensuring stable operations . ESG Management Structure and Responsibilities The Company has established a comprehensive ESG management system with a three - tier organizational structure comprising “ the Board of Directors – the Audit Committee – Functional Departments ” . The Board of Directors serves as the highest responsible body, working together with departments at all levels to collaboratively drive the implementation of the ESG strategies . The ESG responsibilities of the Company ’ s Audit Committee are as follows : Advise on the ESG strategies of the Company and identify material ESG risks and opportunities • Identify material ESG issues, and determine the risks and opportunities brought by such material ESG issues to the Company; • Advise on and regularly review the ESG strategies of the Company for the Board of Directors ’ approval; and • Formulate goals based on the corresponding strategies and regularly review such goals. Approve and review ESG related policies • Review ESG related policies; and • Review and supervise the policies related to material ESG issues to ensure their applicability. Review the annual ESG report of the Company • Review the annual ESG report to ensure that ESG report has made comprehensive disclosure on the ESG risks, measures and progress toward goals, while ensuring compliance with the requirements of related Listing Rules and applicable laws and regulations ; and • Recommend the Board of Directors to approve the ESG report .
10 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Statement of the Board of Directors The Board of Directors is ultimately responsible for Ascentage Pharma ’ s ESG management policies, target setting, progress review and ESG performance, and is responsible for evaluating and determining the Company ’ s ESG risks, ensuring that the Company has established a sound and effective ESG management and internal control system . In addition, the Board of Directors is responsible for approving the ESG report of the Company . Overall responsibility of the Board of Directors Each functional department is responsible for executing and implementing ESG goals, rules and regulations, and policies approved by the Board of Directors, ensuring that ESG management is integrated into its daily operation . In addition, each functional department submits work reports to the Audit Committee regularly, providing strong support for the Board of Directors to review overall ESG strategies and develop related decisions on a regular basis . ESG implementation and execution Ascentage Pharma attaches great importance to the identification and management of ESG risks and has established a comprehensive risk management framework and supervision mechanism of the progress towards goals . The Audit Committee is responsible for identifying and assessing risks and opportunities based on internal and external conditions of the Company . The Board of Directors is responsible for reviewing and determining risk mitigation strategy and risk management systems to effectively respond to the challenges that potential risks may pose to the Company ’ s ESG management . ESG risk management The Audit Committee is responsible for overseeing and maintaining the communication channels between the Company and our stakeholders . Through analyzing stakeholders ’ concerns, the Audit Committee identifies material ESG issues, thereby recommending specific ESG strategies and actions to the Board of Directors . Material ESG issues
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 11 Environmental, Social and Governance Report 2024 1.1.3 Communication with Stakeholders We value communication with stakeholders and continuously optimize diversified communication platforms to deepen communication and cooperation with them . This approach supports the Company ’ s efforts to advance ESG work . We pay close attention to and actively respond to the expectations and demands of stakeholders, including government and regulatory authorities, shareholders and investors, patients and doctors, employees, suppliers and partners, and the media . By working together, we aim to drive the Company ’ s growth and progress . Communication Channels Major Stakeholders Policy recommendations, work report, information submission, on - site inspection Government and regulatory authorities General meetings, investor meetings, industry summits, analyst meetings, road shows, information disclosure, day - to - day communication via telephone and email Shareholders and investors Clinical trials, physician visits Patients and doctors Bidding conference, suppliers ’ review procedures, exchanges and communications, industry forums Suppliers and partners Internal communication platform, employees ’ satisfaction survey, employee visits and care Employees Community activities, volunteer services Local communities Company webpage, Company ’ s WeChat official account, daily communication and feedback, public opinion monitoring, information disclosure, press conference Media and members of the public
12 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 1.1.4 Analysis of Material Issues In 2024 , Ascentage Pharma, in addition to the results of 2023 assessment of material ESG issues, integrated the requirements of ESG guidelines of the Hong Kong Stock Exchange, industry development trends, the Company ’ s actual operational status in the current year, and strategic plans . On this basis, we analyzed the key concerns of each stakeholder regarding the Company ’ s ESG issues and accordingly developed the matrix of material ESG issues of Ascentage Pharma for 2024 , providing a clear direction for the Company ’ s future strategic plans . Management of chemicals Management of emission Identification and response of climate change risks Staff development and training Protection of labor interest Availability of drugs Safety of clinical trials Staff and employment management Intellectual property Occupational health and safety R&D and innovation Drug quality and safety of products Protection of customers’ rights and privacy Responsible marketing Environmental and natural resources Community investment and charity Effective use of resources Labor standards Labor communication and benefit Provision of customer services Sustainable management of supply chain Product inspections and recalls Sustainable development goals and strategies Corporate governance Operational compliance Anti - corruption and business ethics rights management Materiality to Stakeholders Materiality to Ascentage Pharma Analysis of Material Issues of Ascentage Pharma Important Very Important Extremely Important Environmental responsibility issues Labor responsibility issues Operational responsibility issues Corporate governance responsibility issues
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 13 Environmental, Social and Governance Report 2024 1 . 2 Business Ethics Ascentage Pharma strictly abides by the Anti - Unfair Competition Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻৽н↓⮦ㄦ⡝⌅ NJ ), the Anti - Money Laundering Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻৽⍇䥒⌅ NJ ), Interim Provisions on Prohibiting Commercial Bribery lj ( 䰌 ᯬ⾱→୶ᾝ䋴䋲㹼⛪Ⲵ᳛㹼㾿ᇊ NJ ) and other laws and regulations . The Company continuously strengthens its business ethics and anti - corruption control systems, by upholding “ zero - tolerance policy ” towards corruption , favoritism , improper competition and other violations of business ethics . To this end , we have developed the Code of Business Conduct and Ethics lj ( ୶ᾝ㹼⛪㠷 䚃ᗧⓆࡷ NJ ), which applies to the directors and all employees of the Company (including full - time, part - time , and temporary employees ) as well as stakeholders such as suppliers and contractors who have business relationships with the Company . This has ensured that all business activities are conducted in accordance with high standards of integrity and all applicable laws and regulations . The Board of Directors of the Company is responsible for supervising the implementation of the Code , while the Audit Committee is responsible for organizing and guiding its enforcement to ensure the effectiveness of its implementation . The Company conducts a full - scope audit of the implementation of the Code of Business Conduct and Ethics at least once every three years to verify whether business activities, meetings and events application, financial reimbursement processes, and other commercial behaviors comply with business ethics standards . Additionally, at the beginning of each month, we also conduct a compliance review on ethical business practices to ensure that employees engage with health care professionals (HCPs), health care organizations (HCOs), suppliers, and other partners without involvement in bribery, kickbacks, or other improper conduct . In doing this, we can ensure that both employees and relevant stakeholders adhere to the business ethics code . During the Reporting Period, there were no lawsuits arising from corruption in the Company . The Company continuously conducts anti - corruption and business ethics training and publicity programs for the directors and all employees (including full - time, part - time, and temporary employees) . We also have introduced online compliance courses for all employees to participate in . During the Reporting Period, in addition to implementing regular training plans, we organized 11 additional online compliance trainings regarding anti - corruption and anti - commercial bribery, covering a total of 279 participants . This aimed to ensure that relevant business teams always adhere to compliance principles in their operational activities . Moreover, we also impose clear business ethics requirements on our contractor partners to ensure that they meet the Company ’ s business ethics and compliance standards .
14 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Anti - Corruption and Anti - Bribery Compliance Training for New Employees Each new employee at Ascentage Pharma is required to complete the online course entitled Anti - Corruption and Anti - Bribery Compliance Training for New Employees upon joining . The training covers topics such as anti - corruption, anti - commercial bribery, and current compliance policy requirements . Furthermore, new employees in the commercial department are required to complete an additional Newcomer Training Camp – Compliance Training course . This course provides a more comprehensive overview of anti - corruption and anti - bribery, anti - trust, anti - insider trading, as well as restrictions and requirements regarding compliance practice in various business interactions . In both the Employee Manual lj ( ᐕ NJ ) and the Code of Business Conduct and Ethics , we have clearly outlined the reporting channels for compliance issues . Employees and contractors are encouraged to report any identified non - compliant behaviors such as corruption, bribery, extortion, fraud , and money laundering . At the same time , we have established a strict whistleblower protection policy, firmly prohibiting any form of retaliation against employees who report violations or potential violations in good faith . As of the end of the Reporting Period, the Company had not received any compliance reports . compliance.communication@ascentage.com Reporting mailbox https://www.whistleblowerservices.com/ascentagepharma (English) https://www.whistleblowerservices.com/ascentagepharma/?language=zh - hans (Chinese) Reporting website +1(833)200 - 3154 (toll - free) Reporting hotline
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 15 Environmental, Social and Governance Report 2024 2 Global Presence & R&D and Innovation Powered by technological innovation, Ascentage Pharma is dedicated to the mission of “ addressing unmet clinical needs of patients in China and around the world ” . Through our R&D activities, we have been advancing our pipeline products through clinical developments . We have very strong intellectual property protection with 541 issued patents globally as of December 31 , 2024 , maintain the highest ethical standards in research, and ensure that scientific progress aligns with social responsibility . 1. R&D and Innovation Innovation and R&D are the core driver of our growth . Through our global R&D capabilities, we aim to discover and develop both first - and best - in - class therapies to address global unmet medical needs . To this end, we have built a high - performance R&D system powered by exceptional professionals to continuously promote product R&D and innovation . We also actively participate in R&D exchanges such as academic congresses and collaborations with academic institutes and other industry peers to deliver sustainable momentum for pharmaceutical industry advances . 1. R&D Management With over 400 employees in our R&D department, we have established an end - to - end drug development system spanning from discovery to clinical trials, significantly enriching our product pipeline . Concurrently, we have constructed worldwide manufacturing facilities compliant with international cGMP standards to accelerate innovation and global transformation . End - to - End R&D Management System New - target small molecule targeted drugs Design Translation Research Screening Development Optimization
16 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 To continuously enhance efficiency in innovation and R&D, Ascentage Pharma has formed a comprehensive R&D management framework, based on which it systematically manage various aspects of R&D functions including product candidates, project supervision, and clinical trials, thereby ensuring efficient and well - organized R&D operations . In addition, we have established a Scientific Advisory Board, chaired by Dr . Shaomeng Wang, the co - founder and non - executive Director of the Group . Other members of the Scientific Advisory Board are independent members with extensive knowledge and experience in cancer research and drug discovery, providing all - round professional guidance for the Company ’ s R&D strategies and planning . During the Reporting Period, Ascentage Pharma invested a total of RMB 947 . 2 million in R&D . R&D Management Structure and Responsibilities R&D Team Project Committee Project Management Team Responsible for preclinical development and clinical trials on drug candidates Comprised of personnel from various functions, including the R&D, manufacturing, regulatory, clinical and commercialization departments, and is responsible for approving product development projects before their commencement Responsible for project management and coordination, including technical support, personnel management, budget monitoring, etc.
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 17 Environmental, Social and Governance Report 2024 During the Reporting Period, Ascentage Pharma received the following awards and honors in R&D and innovation. China New Drug Pioneer Award 2024 Top 10 ESG - Competitiveness Pharmaceutical Listed Companies in China – E - Pharma Manager China ’ s Top 20 Blockbuster Drug Candidates (2015 - 2030) “ Sunshine ” Annual Award for Outstanding Innovative Drugs 2024 Awards and Honors in R&D and Innovation
18 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 2.1.2 Product Innovation Upholding the principles of “ original innovation ” and “ global innovation ” , Ascentage Pharma maintains its global leadership in novel drug development that targets apoptosis pathways based on our proprietary protein - protein interaction targeted drug design platform . As of the end of the Reporting Period, Ascentage Pharma had established a pipeline comprising six commercial and clinical - stage products . We have completed or are conducting numerous clinical trials on these product candidates globally including 13 registrational clinical trials . (1) Registrational Phase 2 trial completed, the NDA has been accepted with priority review designation by CDE of China ’ s NMPA . (2) Registrational trials for ongoing CLL/SLL, AML and MDS ; Phase 2 trials ongoing for MM . (3) Two registrational trials ongoing for NSCLC ; Phase 2 trials ongoing for ovarian cancer . (4) The globe icon refers to trials that have received clearance, or for which we plan to obtain clearance, in two or more countries or regions . The U . S . flag refers to trials for which we have received clearance from the FDA to conduct trials in the United States . The China flag refers to trials for which we have conducted, currently conduct or plan to conduct only in China . (5) The globe icon indicates having global development and commercialization rights . Our product candidates target clinical needs of “ untreatable and unmet ” conditions for patients in China and around the world . As of the end of the Reporting Period, we have received a total of 16 Orphan Drug Designations (ODDs) from the FDA and 1 ODD from the EU for 4 of our investigational drug candidates and also obtained 2 Fast Track Designations and 2 Rare Pediatric Disease (RPD) designations from the FDA .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 19 Environmental, Social and Governance Report 2024 • Core Product Candidate Olverembatinib (HQP 1351 ) Our first lead asset, olverembatinib, is a novel, next - generation TKI . Olverembatinib is the first third generation BCR - ABL 1 TKI approved in China for treatment of patients with CML - CP with T 315 I mutations, CML - AP with T 315 I mutations and CML - CP that is resistant and/or intolerant to first and second - generation TKIs . Olverembatinib received support from the National Major New Drug Discovery and Manufacturing Program . Since January 2025 , all approved indications of olverembatinib are covered by the China ’ s NRDL, which bolstered the affordability and accessibility of the drug in China . We entered into an exclusive option agreement in June 2024 with Takeda (Exclusive Option Agreement), pursuant to which Ascentage Pharma granted Takeda an exclusive option to enter into an exclusive license for olverembatinib . If exercised, the Exclusive Option Agreement would allow Takeda to license global rights to develop and commercialize olverembatinib in all territories outside of the PRC, Hong Kong, Macau, Taiwan and Russia . We believe joining force with Takeda, a global biopharmaceutical company who has significant global presence in hematological malignancies, will maximize global patients ’ accessibility to olverembatinib . Olverembatinib was included as an Emerging Treatment Option in the 2024 National Comprehensive Cancer Network USA, or NCCN, guidelines for the management of CML and received recommendation from the Chinese Society of Clinical Oncology, or CSCO, guideline for the treatment of CML and Ph+ ALL . As of the date of this announcement, the FDA has granted four ODDs to olverembatinib, including for CML, ALL, AML and GIST, and Fast - Track Designation for treatment of CML in patients with certain genetic markers who have failed to respond to prior TKIs . Olverembatinib was also granted an Orphan Designation by the European Medicines Agency, or EMA, for the treatment of CML . Olverembatinib was accepted by the CDE breakthrough therapy designation, or BTD, for the treatment of patients with SDH - deficient GIST and Ph+ALL . We are conducting 3 global registrational trials for patients with Ph+ALL (POLARIS - 1 trial), CML (POLARIS - 2 trial) and SDH - deficient GIST (POLARIS - 3 trial) .
20 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 In addition to the NRDL coverage, olverembatinib has been included in the special drug lists of Million Medical Insurance Plans for Commercial Healthcare Coverage, such as “ Good Health Insurance – Long - term Medical Coverage ” and “ Blue Health Insurance – Long - term Medical Coverage ” . Furthermore, both of its approved indications have been incorporated into the special drug list of the Cancer Prevention and Treatment Support Card Project for Employee Families, launched by the China Employee Development Foundation . This initiative aims to alleviate the financial burden of medical expenses for employee families across the country . We are committed to fair pricing and enhancing drug accessibility, employing a value - based pricing approach that takes into account various factors, including regional economic development, patient needs, and affordability . To further improve the accessibility of the product globally, we have launched and advanced an innovative Named Patient Program (NPP) . This program will allow access to olverembatinib on a named patient basis in over 130 countries and regions where the drug is not yet commercially accessible . Through the NPP model, we bring new hope to more patients by providing access to innovative drugs of high clinical value to patients in urgent need around the world . • R&D Progress of Other Selected Pipeline Products Lisaftoclax (APG - 2575) Lisaftoclax is a novel, oral Bcl - 2 inhibitor developed to treat a variety of hematologic malignancies and solid tumors by selectively blocking Bcl - 2 to restore the normal apoptosis process in cancer cells . In November 2024 , the NDA for lisaftoclax for the treatment of r/r CLL/SLL has been accepted with priority review designation by the CDE of China ’ s NMPA . According to an industry report commissioned by us and independently prepared by Frost & Sullivan, or the F&S Report, this NDA is the second NDA filed in the world for a Bcl - 2 inhibitor and the first in China for a Bcl - 2 inhibitor for the treatment of patients with CLL/SLL that are resistant or intolerant to Bruton ’ s tyrosine kinase, or BTK, inhibitors . Currently, lisaftoclax has received clearances and approvals for clinical studies in China, the United States, Australia, and Europe, with indications including CLL/SLL, non - Hodgkin ’ s lymphoma (NHL), AML, MM, Waldenström ’ s macroglobulinemia (WM), and certain solid tumors . Furthermore, FDA has granted five ODDs to lisaftoclax for the treatment of patients with follicular lymphoma (FL), WM, CLL, MM, or AML . We are conducting 4 global registrational trials for patients with CLL (GLORA and GLORA - 2 trials), AML (GLORA - 3 trial) and MDS (GLORA - 4 trial) . APG - 2449 APG - 2449 is a novel, orally active, small - molecule FAK, the third generation of ALK and ROS 1 triple ligase kinase inhibitor (TKI) designed and developed by Ascentage Pharma . It is the first FAK inhibitor approved by CDE for clinical study in China . We are conducting 2 registrational Phase III clinical trials that will separately evaluate APG - 2449 in patients with NSCLC who are resistant to or intolerant of second - generation ALK TKIs ; and treatment - naïve patients with ALK - positive advanced or locally advanced NSCLC .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 21 Environmental, Social and Governance Report 2024 2.1.3 Research Exchange and Collaboration We have always adhered to the principle of open innovation and actively explored diverse cooperation opportunities . Through close collaboration with universities and research institutes both domestically and internationally, we continuously bring together cutting - edge scientific expertise, accelerating the development process of innovative drugs . We have established collaborations and other relationships with leading biotechnology and pharmaceutical companies around the world, including a collaboration and license agreement with Innovent and clinical collaboration agreements with AstraZeneca, Merck, and Pfizer, and research and development relationships with leading research institutions, such as Dana - Farber Cancer Institute, Mayo Clinic, MD Anderson Cancer Center, National Cancer Institute and the University of Michigan . Collaborating with China Pharmaceutical University on anti - tumor drugs R&D and jointly applying for two patents Partnering with the University of Michigan on R&D of novel anti - tumor PROTAC (Proteolysis Targeting Chimeras) Working with the Institute of Systems Medicine, Chinese Academy of Medical Sciences (CAMS) on the discovery of original tumor targets and jointly applying for a scientific research project in Jiangsu Province Selected examples of our collaboration activities with academic institutes Additionally, Ascentage Pharma highly values industry exchange and collaboration, actively engaging in international academic conferences and industry forums . We share our latest research achievements, exchange cutting - edge technological insights, and proactively seek collaboration opportunities .
22 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Ascentage Pharma participated in the first CBA - China annual conference in 2024 Ascentage Pharma participated in the first CBA - China annual conference by Chinese American Biopharmaceutical Society in 2024 . The conference, themed “ Life and Health ” , covered key topics such as investment and business development, vaccines, macromolecules and small molecules, antibody - drug conjugates (ADCs), and clinical research . At the event, olverembatinib, won the award of “ China First - in - Class, a breakthrough target drug for Chinese Enterprises ” . Ascentage Pharma presented multiple clinical advances at the 2024 AACR annual conference In April 2024 , Ascentage Pharma showcased three preclinical research findings at the American Association for Cancer Research (AACR) annual conference . These studies highlighted the Company ’ s innovative drug pipeline, including olverembatinib, the MDM 2 - p 53 inhibitor alrizomadlin (APG - 115 ), and APG - 2449 . The findings provided support for the clinical development potential and combination therapy possibilities of these drugs in treating SDH - deficient tumors, prostate cancer, and ovarian cancer .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 23 Environmental, Social and Governance Report 2024 Ascentage Pharma presented multiple clinical advances at the CSCO annual conference In September 2024 , the 27 th National Clinical Oncology Conference and the Chinese Society of Clinical Oncology (CSCO) annual conference were held in Xiamen, China . Ascentage Pharma presented three clinical advances for its three key drug candidates at the conference, with two selected for oral presentations . The drug candidates included olverembatinib, the Bcl - 2 /Bcl - xL dual - target inhibitor pelcitoclax (APG - 1252 ), and APG - 2449 .
24 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Ascentage Pharma presented multiple clinical and preclinical studies at the 66th American Society of Hematology (ASH) Annual Meeting Ascentage Pharma Group presented results from multiple clinical and preclinical studies of the Company ’ s four drug candidates (olverembatinib, lisaftoclax, APG - 5918 and APG - 2449 ) as presentations, including two Oral Reports, at the 66 th American Society of Hematology (ASH) Annual Meeting . This is the seventh consecutive year for clinical data of olverembatinib to be selected for Oral Reports at the meeting, an achievement reflecting the strong recognition of olverembatinib ’ s safety and efficacy profile by the international hematology community . This is also the third consecutive year for clinical results of lisaftoclax to be selected by the ASH Annual Meeting . In addition, the data of olverembatinib combined with lisaftoclax for pediatric and adolescent patients with relapsed/refractory (R/R) Ph+ acute lymphoblastic leukemia (ALL) . The study was recognized with the “ Abstract Achievement Award ” . Ascentage Pharma showcased multiple clinical advances at ASCO, demonstrating its global innovation and development strength Four clinical studies have been selected for presentation at the 2024 American Society of Clinical Oncology (ASCO) annual conference . Data from three key drug candidates : olverembatinib, lisaftoclax, and APG - 2449 were presented for succinate dehydrogenase (SDH) - deficient gastrointestinal stromal tumor (GIST) and paraganglioma, acute myeloid leukemia (AML), Waldenström macroglobulinemia (WM) and non - small - cell lung cancer (NSCLC) .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 25 Environmental, Social and Governance Report 2024 2 . 2 Intellectual Property Rights Intellectual property rights are fundamental to our business . Through our robust research and development , or R&D , platform and research collaborations , we have strategically developed a global intellectual property portfolio , which includes exclusive licenses to issued patents and patent applications worldwide with respect to olverembatinib , lisaftoclax and our other drug candidates . Our comprehensive and growing intellectual property portfolio positions us to capture market potential globally . While actively advancing innovation and research , Ascentage Pharma places a strong emphasis on protecting the Company ’ s intellectual property rights . We strictly follow the Patent Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻ሸ࡙⌅ NJ ), the Rules for Implementation of the Patent Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻ሸ࡙⌅ሖ ᯭ㍠ࡷ NJ ) and other intellectual property laws and regulations and have established an internal intellectual property management system . This system drives the strategic layout of intellectual property , ensuring its effective development , protection , and utilization , thereby fostering the Company ’ s continuous pursuit of innovation . Ascentage Pharma actively responds to national and governmental initiatives by implementing the national standard of Enterprise Intellectual Property Management Standards lj ( Աᾝ⸕䆈⭒℺㇑⨶ 㾿ㇴ NJ ) (GB/T 29490 - 2013 ) . During the Reporting Period , we successfully passed the intellectual property management system recertification which covers intellectual property management in targeted drug technologies , targeted drug R&D , and related procurement processes . On top of that , the Company has , to the extent permitted by laws and regulations , refined its internal Employee Invention Reward System lj ( 㚧उⲬ᰾⥾䞜ࡦᓖ NJ ) in order to increase incentive rewards for inventions and foster greater innovation enthusiasm among our employees . To further enhance intellectual property management, we have established a comprehensive patent alert system, providing deep insights into industry patent application trends and landscapes . This system offers robust decision - making support for our project development . Simultaneously, we conduct thorough intellectual property due diligence for potential collaboration, project or technology introduction, and investment projects, therefore ensuring precise evaluations of ownership and infringement risks, allowing us to effectively mitigate potential intellectual property infringement pitfalls . National Intellectual Property Right Management System Certificate of Ascentage Suzhou
26 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Leveraging our outstanding innovative R&D capabilities, the Company has continued to advance its intellectual property layout globally . During the Reporting Period, we continued to expand our patent portfolio and filed 63 invention patent applications, with a total of 43 invention patents granted . As of the end of the Reporting Period, we had 541 issued patents globally, among which 379 issued patents were issued outside of China . We regularly carry out intellectual property training to our employees, focusing on the knowledge of pharmaceutical patents, patent application and layout, and trade secret protection, etc . , so as to strengthen the intellectual property management capability of our employees . Trade secret protection training Ascentage Pharma actively conducts trade secret protection training for new employees through an online course platform . The training focuses on sharing case studies of trade secrets in the medical field and uses videos to convey trade secret knowledge concerning intellectual property, making it easy to understand and effectively enhancing employees ’ expertise . Intellectual property themed sharing session To enhance cross - departmental understanding of intellectual property - related knowledge, Ascentage Pharma has invited a U . S . patent attorney from an external partner law firm to conduct a themed sharing session . The session focused on how intellectual property can effectively empower drug R&D, covering key topics such as patent portfolio strategy, Orange Book Listing, patent term extension (PTE), regulatory data protection (RDP), and intellectual property due diligence . 2 . 3 R&D Ethics and Morals In appreciation of the trust and contributions of every patient involved in our clinical researches, Ascentage Pharma upholds the highest standards and a rigorous approach in all our work . We strictly abide by the Drug Administration Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻㰕 ૱㇑⨶⌅ NJ ), the Implementing Regulations of the Drug Administration Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻㰕૱㇑⨶⌅ሖᯭọֻ NJ ), the Good Clinical Practice lj ( 㰕⢙㠘ᒺ䂖傇䌚䟿 ㇑⨶㾿ㇴ NJ ) and other relevant laws and regulations , ensuring the standardization and scientific approach of clinical trials and fully protecting the rights and safety of participants .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 27 Environmental, Social and Governance Report 2024 In the United States, the U . S . Food and Drug Administration (FDA) regulates drugs under the Federal Food, Drug, and Cosmetic Act of 1938 (FDCA) . Drugs also are subject to other federal, state and local statutes and regulations . Our product candidates are considered small molecule drugs and must be approved by the FDA through the new drug application, or NDA, process before they may be legally marketed in the United States . The process generally involves, among others, approval by an independent institutional review boards (IRB) or ethics committee at each clinical trial site before each trial may be initiated . The clinical stage of development involves the administration of the investigational product to healthy volunteers or patients under the supervision of qualified investigators, generally physicians not employed by or under the trial sponsor ’ s control, in accordance with Good Clinical Practice (GCP) requirements, which include the requirement that all research subjects provide their informed consent for their participation in any clinical trial . Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria and the parameters to be used to monitor subject safety and assess efficacy . Each protocol, and any subsequent amendments to the protocol, must be submitted to the FDA as part of the IND submission . Furthermore, each clinical trial must be reviewed and approved by an IRB for each institution at which the clinical trial will be conducted to ensure that the risks to individuals participating in the clinical trials are minimized and are reasonable in relation to anticipated benefits . The IRB must also approve the informed consent form that must be provided to each clinical trial subject or his or her legal representative, and must monitor the clinical trial until completed . We ask participants to sign the Consent Letter of Participants in Clinical Trials ( lj ਇ䂖㘵⸕ᛵ਼ᴨ NJ ) before the clinical trial to protect the participants’ rights to be informed, rights to choose and their privacy rights. We require clinical trial personnel to maintain strict confidentiality of participants’ personal information, and we expressly prohibit the collection of, or participation in, research on participants’ information in the course of clinical trials . During clinical trials, participants’ information is identified by number and regular process reviews are conducted to ensure clinical trial compliance and avoid leakage of participants’ privacy. Participants ’ Rights Protection Initiatives
28 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 3 Strict Quality Control and Sustainable Supply Ascentage Pharma always places product quality and safety and customer service experience, at the core of corporate development . We have established a comprehensive and rigorous Quality Management System (QMS) . We constantly enhance service quality and responsible marketing management and build a sustainable supply chain to ensure the high quality and supply stability of our products . 1. Quality and Safety Product quality and safety serve as the cornerstone of Ascentage Pharma ’ s stable operations and sustainable development . We have established a systematic quality management system, continuously strengthened our capabilities in managing the entire lifecycle of pharmaceutical products, fostered a culture of quality awareness across all employees, enhanced drug safety traceability mechanisms, and improved product recall systems . In doing so, we aim to achieve comprehensive improvement in product quality and safety assurance . 1. Quality Management Ascentage Pharma strictly follows the Drug Administration Law of the People ’ s Republic of China , the Implementing Regulations of the Drug Administration Law of the People ’ s Republic of China , the Administrative Measures of Drug Registration lj ( 㰕૱䁫㇑⨶䗖⌅ NJ ), the Announcement of the NMPA on Strengthening the Supervision and Administration of the Entrusted Production of Holders of Drug Marketing Licenses lj ഻ᇦ㰕ⴓተ䰌ᯬ࣐ᕧ㰕૱кᐲ䁡 ਟ ᤱᴹӪင䁇⭏⭒ⴓⶓ㇑⨶ᐕⲴޜ NJ ), the Supervision and Management Provisions on the Implementation of the Main Responsibility for the Quality and Safety of Pharmaceuticals by the Holders of Drug Marketing Licenses lj ( 㰕૱кᐲ䁡ਟᤱᴹӪ㩭ሖ㰕૱䌚䟿ᆹޘѫ億䋜ԫⴓⶓ㇑ ⨶㾿ᇊ NJ ), and the Guidelines for On - site Inspection of Manufacturing Entrusted by Holders of Drug Marketing Licenses lj ( 㰕૱кᐲ䁡ਟᤱᴹӪင䁇⭏⭒⨮⃒ḕᤷই NJ ) and other laws and regulations . Based on GMP 1 , cGMP 2 , GCP 3 , GVP 4 and other quality management standards, we have established a quality management system, implementing systematic quality control throughout the entire pharmaceutical product lifecycle – from R&D and technology transfer through commercial production to product discontinuation . 1 2 3 4 GMP: Good Manufacturing Practice cGMP: Current Good Manufacturing Practice GCP: Good Clinical Practice GVP: Good Pharmacovigilance Practice
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 29 Environmental, Social and Governance Report 2024 We have formulated a set of comprehensive quality management systems including Quality Policy and Objectives lj ( 䌚䟿ᯩ䠍㠷ⴞ⁉ NJ ), the Management Regulations on Changes during the Clinical Period lj ( 㠘ᒺᵏ䯃䆺ᴤ㇑⨶㾿〻 NJ ), Release of Products from the Factory lj ( ⭒૱ ࠪᔐ᭮㹼 NJ ) and Release of Products on the Market lj ( ⭒૱кᐲ᭮㹼 NJ ) . During the Reporting Period , we newly established new systems such as the Commercial Product Supply Risk and Business Continuity Management Protocols lj ( ୶ᾝॆ⭒૱៹付䳚઼ᾝउ䙓㒼ᙗ㇑⨶㾿 〻 NJ ) and Product Process Parameter Controls lj ( ⭒૱ᐕ㰍৳ᮨ㇑⨶ NJ ) . We also kept optimizing existing protocols including the Product Batch Number, Manufacturing Date and Expiry Date Management lj ( ⭒૱ᢩ㲏 , ⭏⭒ᰕᵏ઼ᴹ᭸ᵏ㇑⨶ NJ ) and Corrective Action and Preventive Action (CAPA ) Tracking System lj ( ㌮↓乀䱢᧚ᯭ (CAPA) 䐏䒔㌫㎡㇑⨶ NJ ) . These continuous improvements to our quality management system framework serve to strengthen the awareness of primary responsibility for drug quality and ensure the fulfillment of high - standard pharmaceutical quality requirements . To ensure the stable operation of our quality management system, we have established a GMP - compliant quality governance framework under the overall guidance of the Chairman and CEO, managed on a daily basis by the Senior Vice President & CMC 5 Head, and operating with active participation from key departments including Production Operations, Quality Assurance, Analytical & Quality Control, and Supply Chain departments . 5 CMC: Chemistry, Manufacturing and Control
30 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 We actively pursue the necessary pharmaceutical production qualifications and quality system certifications . During the Reporting Period, Ascentage Suzhou obtained both Drug Manufacturing License (Certificate B) and Drug Manufacturing License (Certificate C), passed the GMP compliance inspection, and received an official notification confirming “ Compliance ” in January 2025 . Additionally, during the Reporting Period, Ascentage Pharma successfully obtained ISO 9001 Quality Management System certification, with the certification scope encompassing 100 % of the Company ’ s manufacturing sites . Scope of Certification Drug Manufacturing License and System Certification Ascentage Suzhou Drug Manufacturing License (Certificate A) Healthquest Pharma Ascentage Suzhou Drug Manufacturing License (Certificate B) Ascentage Suzhou Drug Manufacturing License (Certificate C) Ascentage Suzhou Microbiology Laboratory Passed the annual inspection of the Biosafety Laboratory Certificate of Record (BSL - 2 level) issued by the Suzhou Municipal Health Commission in 2024 Ascentage Suzhou EU QP GMP Certification Ascentage Suzhou Passed the GMP compliance inspection in 2024 Ascentage Suzhou ISO 9001 Quality Management System Certification
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 31 Environmental, Social and Governance Report 2024 Ascentage Suzhou ISO 9001 Quality Management System Certificate Ascentage Suzhou passed the GMP compliance inspection • Quality Testing We have formulated and implemented internal drug quality inspection practices such as physical , chemical and microbiological testing , and quality standards for raw and auxiliary materials as well as finished products in accordance with the Good Manufacturing Practice of Medical Products lj ( 㰕૱⭏⭒䌚䟿㇑⨶㾿ㇴ NJ ) and other laws and regulations , as well as the current pharmacopoeia standards of China , the United States, and Europe . We have established in - house analytical and quality control laboratories at both our R&D center and production bases , and performed quality tests on all product batches in accordance with the relevant codes of practice and quality standards . Meanwhile , we follow the GDP 6 for inspection records , reviewed in accordance to our internal QC Laboratory Analytical Data Audit lj ( QC ሖ傇ᇔ࠶᷀ᮨᬊሙ Ṩ NJ ) process . Additionally, we engage certified third - party laboratories to conduct quality testing for selected raw materials and excipients . 6 GDP : Good Documentation Practice
32 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 During the Reporting Period, we completed a total of 156 raw and auxiliary materials quality testing, 80 tests for intermediate products and finished goods, 761 stability testing, and 931 testing items for packaging materials and clinical labels . The product testing achieved 100 % batch coverage, with all testing items meeting quality standards and a 100 % compliance rate . Additionally, three batches of olverembatinib tablets produced by our Company underwent sampling inspection by the Suzhou Inspection Branch of Jiangsu Medical Products Administration in September 2024 . The Suzhou Drug Inspection and Testing Research Center confirmed compliance with drug registration standards and issued qualified inspection reports . Product Testing To further improve process control and internal testing capabilities, Ascentage Pharma keeps optimizing its product manufacturing processes, testing methods, and quality standards . During the Reporting Period, we improved 6 manufacturing processes, upgraded 5 product quality standards, and refined 7 testing methodologies . Simultaneously, we expanded in - house testing capabilities by introducing advanced analytical instruments and optimization of internal resources . Notable enhancements included one gas chromatography - mass spectrometry (GC - MS) system, one liquid chromatography - secondary mass spectrometry (LC - MS 2 ) system, and one microwave digestion system for the quality control laboratory . Product Testing Optimization
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 33 Environmental, Social and Governance Report 2024 In compliance with the ICH Q 9 Quality Risk Management lj ( 䌚䟿 付䳚㇑⨶ NJ ) guideline , we have implemented comprehensive risk assessment , control , communication , and review throughout the drug product lifecycle . Also , precautionary testing and control measures are rigorously applied in critical areas including product stability studies and quality testing , thereby ensuring product quality and safety . During the Reporting Period, we completed 15 quality risk assessment reports, covering critical pharmaceutical stages including production, testing, storage, logistics, and computerized systems . We also established precautionary testing and control measures targeting both critical quality risks and emerging quality and safety concerns . Quality risk management tools were applied to quality sensitive activities such as change control management, deviation handling, internal audits, and customer complaint management . These measures provided a solid foundation and robust safeguard to ensure the continuous supply of safe, effective, and quality - controlled pharmaceutical products . Moreover, we established a business continuity program for product supply based on the quality risk management, and implemented systematic risk assessment and control measures to ensure stable and continuous supply operations within acceptable risk thresholds . Quality Risk Assessment We have established and continuously improved the Procedures for Handling Non - Conforming or Waste Materials and Products lj ( н ਸṬᡆᔒỴ⢙ᯉ઼⭒૱Ⲵ㲅⨶ NJ ) in compliance with applicable laws and regulations . This document specifies comprehensive handling protocols and workflows to ensure full - process control and traceability of non - conforming products , preventing unauthorized diversion or reuse . In addition , according to the Guidelines for Investigating Unusual Events , Exceedances and Out - of - trend Results lj ( ⮠ᑨһԦ ǃ 䎵⁉৺䎵䏘ऒ㎀᷌䃯ḕᤷই NJ ), we initiate investigations into non - conforming products . Through systematic analysis of investigation findings , we identify the root cause and recommend effective corrective actions and preventive measures, thereby driving continuous improvement and upgrade in both process control capabilities and inspection performance . Non - Conforming Products Control
34 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 • Quality Audit Ascentage Pharma conducts regular quality audits and practices demanding drug quality standards . During the Reporting Period, we keep on - going supervision of and made improvements to the quality management in clinical trials and manufacturing processes through both internal and external audits . Internal Audit • Throughout the year, we organized 3 internal audits, covering the six GMP systems . These audits were performed in strict compliance with current GMP regulations and Marketing Authorization Holder (MAH) requirements, which resulted in the identification of over 30 improvement requirements and recommendations, all of which were effectively implemented . Our quality management system demonstrated robust performance with no material quality or compliance risks identified . External Audit • We engaged a professional third - party audit team to conduct quality audits of our quality management system based on the standards of the Chinese, European Union and U . S . Good Manufacturing Practice (GMP) to ensure compliance with the high standards of drug quality regulatory requirements . Internal and External Quality Audits • Quality Culture Ascentage Pharma appreciates the significance of quality culture development . We implement a professional e - learning system to deliver mandatory annual quality training for all employees, supported by dedicated training coordinators who utilize the system ’ s tracking functionality to monitor individual training completion status, thereby ensuring the integrity and effectiveness of our quality management training program . In 2024 , we carried out comprehensive training programs on quality control and product safety, including the GMP and Pharmaceutical Regulatory Laws and Regulations, Quality Control Management Guidelines and General Testing Procedures for Product Samples . These initiatives aimed to strengthen all employees ’ quality management awareness and enhance our overall quality control capabilities .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 35 Environmental, Social and Governance Report 2024 During the Reporting Period, Ascentage Pharma delivered various quality management training programs with over 37 , 000 attendances, with an on - time completion rate exceeding 99 % . “ Quality Golden Idea ” Campaign Our “ Quality Golden Idea ” campaign achieved significant recognition and achieved fruitful results in 2023 . After revising evaluation criteria and widening the scope of subjects, we relaunched the program in 2024 to solicit outstanding suggestions from all employees on enhancing regulatory compliance, product quality, production efficiency, and other areas . During the Reporting Period, we collected over 30 “ Golden Ideas ” proposals, evaluated them and selected those qualifying for awards . All awarded proposals were fully adopted and implemented, giving new impetus to the continuous improvement of quality management . 3.1.2 Drug Safety and Traceability Ascentage Pharma is committed to implementing drug safety lifecycle management, establishing multilayered health protection shields . With the objective of establishing a pharmacovigilance system compliant with high - quality standards , we strictly adhere to the Good Pharmacovigilance Practice lj ( 㰕⢙䆖ᡂ䌚䟿㇑⨶㾿ㇴ NJ ), the Good Manufacturing Practice of Medical Products lj ( 㰕૱⭏⭒䌚䟿㇑⨶㾿ㇴ NJ ), the Provisions on the Administration of Pharmaceutical Directions and Labels lj ( 㰕૱䃚᰾ᴨ઼⁉㊔㇑⨶㾿ᇊ NJ ), and other relevant regulatory requirements and GMP standards . We have formulated and implemented management systems including the Monthly Pharmacovigilance Quality Management Procedures lj ( 㰕⢙䆖ᡂᴸᓖ䌚䟿㇑⨶㾿ㇴ NJ ), the Pharmacovigilance Business Continuity Plan lj ( 㰕⢙䆖ᡂᾝउ䙓㒼ᙗ䀸ࢳ NJ ), the Drug Safety Incident Emergency Response Plan lj ( 㰕૱ᆹޘ һԦ៹ᙕ乀Ṹ NJ ), and the Labelling Control Procedures for Drug for Trial Use lj ( 䂖傇⭘㰕૱⁉㊔ ᧗ࡦ㾿〻 NJ ) . Furthermore, we have developed rigorous safety management plans to conduct safety assessments at all phases of the product lifecycle , establishing and improving our pharmacovigilance management system . We have also established a Drug Safety Committee comprising experts in medicine, pharmacovigilance, preclinical development, and regulatory affairs . The committee holds regular annual meetings to oversee critical pharmacovigilance matters, including post - marketing safety surveillance, major risk assessment, handling of significant or urgent drug - related incidents, and risk control decision - making .
36 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 We, along with our subsidiaries holding marketing authorization, have adopted a unified pharmacovigilance management model and implemented full - process digital management of Individual Case Safety Reports (ICSRs) through the global drug safety database (Argus system), which enables integrated analysis of multi - source data including clinical trials, real - world evidence, independently initiated reports, and literature . Therefore, a comprehensive safety event information repository for our pharmaceutical products has been established . We also regularly conduct safety signal detection and management for drugs . During the Reporting Period, we intensified our efforts in pre - market and post - market drug safety management . We have entered into a pharmacovigilance agreement with Healthquest Pharma (our subsidiary), under which we are entrusted to conduct comprehensive pharmacovigilance activities for Healthquest Pharma, including monitoring, reporting, evaluating, signal detection, data mining, and risk management and control of adverse drug reactions . Pre - marketing Phase: • During clinical trials, we optimize study design to implement comprehensive and frequent follow - up and monitoring of participants, enabling timely detection and management of adverse events . Concurrently, we enhance communication and collaboration with clinical trial institutions through regular training and knowledge - sharing initiatives to elevate investigators ’ pharmacovigilance awareness and safety monitoring capabilities . Post - marketing Phase: • We have established effective communication channels targeting healthcare professionals, pharmacists, patients, and regulatory authorities, including a dedicated customer service hotline in the product manual, and a dedicated pharmacovigilance reporting email address displayed on our website . Through these channels, we collect adverse reaction data from clinical practice, post - marketing studies, market research programs, scientific literature, regulatory feedback, and public websites/forums monitoring . • Meanwhile, we actively conduct various post - marketing studies and market surveillance research and launch patient education programs to enhance drug safety awareness . In full compliance with regulatory requirements, we actively collaborate with local health authorities on drug safety monitoring initiatives, performing routine safety signal detection and management for marketed products . Pre - marketing and Post - marketing Drug Safety Management
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 37 Environmental, Social and Governance Report 2024 To ensure public drug safety and achieve comprehensive drug traceability , Ascentage Pharma has developed a Drug Traceability System lj ( 㰕૱䘭ⓟ億㌫ NJ ) in compliance with regulatory requirements including the Guidelines for the Development of Drug Information Traceability System lj ( 㰕૱ؑॆ䘭ⓟ億㌫ᔪ䁝ሾࡷ NJ ) and Drug Traceability Code Encoding Standards lj ( 㰕૱䘭ⓟ⻬㐘⻬㾱≲ NJ ) . This system clearly defines the roles and responsibilities for the use and maintenance of the drug traceability system and codes . We adopt Alibaba Health ’ s “ Ma Shang Fang Xin Drug Traceability System ” to manage pharmaceutical data tracking, which enables the real - time and accurate capture of the related information of end - to - end drug distribution and utilization and submits the relevant data to regulatory authorities in full compliance with regulatory mandates . In drug traceability data utilization, Ascentage Pharma provides traceability information to downstream pharmaceutical distributors and healthcare institutions for their verification and feedback . Concurrently , we offer drug traceability query services to consumers through our traceability system , with all query content strictly compliant with the Basic Dataset Standards for Drug Traceability Consumer Inquiries lj ( 㰕૱䘭ⓟ⎸䋫㘵ḕ䂒สᵜᮨᬊ䳶 NJ ) . 3.1.3 Product Recall In China , Ascentage Pharma complies with the Good Manufacturing Practice of Medical Products (Revised in 2010 ) lj ( 㰕૱⭏⭒䌚䟿㇑⨶㾿ㇴ ( 2010 ᒤ؞䀲 ) NJ ) and the Measures for the Administration of Drug Recalls (No . 92 of 2022 ) lj ( 㰕૱ਜഎ㇑⨶䗖⌅ NJ ( 2022 ᒤㅜ 92 㲏 )), and optimized the Commercialized Product Recall Procedures lj ( ୶ᾝॆ⭒૱ਜഎ〻ᒿ NJ ) during the Reporting Period to further improve standardized drug recall procedures . We also carried out annual product recall drills to ensure a compliant and efficient product recalls .
38 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 • Recall reason and health hazard assessment Recall case assessment • First level recall: within one day • Second level recall: within three days • Third level recall: within seven days Determine recall level • Submit recall plan and investigation report to relevant departments • Publish product information and recall plans on the Company’s official website and update them in a timely manner Recall plan and investigation • The person in charge of the recall follows up the recall process Execute recall • Report to the Company and relevant departments the recall progress Progress reporting • Internal evaluation of recall effects • Disposal of recalled products as required • Prepare recall conclusion report Recall conclusion report Notice of recall • Within the time specified in the recall level to notify the relevant enterprises and users to stop shipping, sales and use of defective products Product Recall Process Product Recall Drills During the Reporting Period, we carried out two product recall drills to validate and strengthen the effectiveness of our product traceability and recall processes . They were based on simulations of discovering quality defects in drug products and pharmaceutical raw materials, and promptly started the corresponding batch traceability, and both of them realized 100 % effective traceability of the defective drugs and materials within the stipulated time . This confirmed and improved our product recall capability . During the Reporting Period, Ascentage Pharma did not have any product recalls due to safety and quality reasons.
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 39 Environmental, Social and Governance Report 2024 3.2 Service Excellence Customer Complaint Management Ascentage Pharma adheres to the value of “ Patient first ” and takes customer feedback as an important driving force for continuous improvement . We have established multi - dimensional customer communication and complaining channels to collect consultation , feedback and complaints, and conducted technical investigations and handling of product complaints in a timely manner in accordance with the Product Complaint Handling and Technical Investigation lj ( ⭒૱ ᣅ䁤㲅⨶઼ᢰ㺃䃯ḕ NJ ), the Investigation of Product Quality Complaints lj ( ⭒૱䌚䟿ᣅ䁤䃯ḕ NJ ), to continuously improve the quality of our products and services and customer satisfaction . During the Reporting Period, we received a total of 0 complaints about our products and services . Receiving and recording complains • Internal complain channels: e - mail, telephone, oral complaint, etc. • External complain channels: national service hotline 400 - 168 - 1351 and third - party platforms • Prepare Product Complaint Form ˄lj ⭒૱ᣅ䁤㺘 NJ˅ and Product Complaint Tracking Log ˄ lj ⭒૱ᣅ 䁤䘭䒔ᰕ䂼 NJ˅ to record complaints • Conduct product technical investigation based on product descriptions • Formulate corrective and preventive measures based on fundamental reasons and input into the Corrective Action and Preventive Action (CAPA ) Tracking System ˄lj ㌮↓乀䱢᧚ᯭ ˄ CAPA ˅ 䐏䒔㌫㎡ NJ ˅ • Notify complainants of the investigation results and relevant information • Review and summarize complaint records and conduct management evaluation of products being complained Technical investigations on products being complained Closure of complaint procedures Handling Procedure of Product Complaints
40 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Responsible Marketing Ascentage Pharma attaches great importance to responsible marketing and has formulated the Responsible Marketing Policy lj ( 䋐䋜ԫ⠏䣧᭯ㆆ NJ ), which applies to all employees of the Company ( including full - time employees , part - time employees , and temporary employees), and encourages suppliers and other business partners to comply with it . We have established and implemented a mechanism for reviewing and supervising responsible marketing materials , requiring all marketing materials to be reviewed and approved by the Company ’ s Medical Affairs Department and Marketing Department prior to release to avoid misleading information and omission of information . We also conduct regular monitoring and inspection of our marketing and market practices to identify and correct potential non - compliance and mistakes in a timely manner and to ensure that our marketing materials and activities comply with laws and regulations , internal systems and ethical standards . In addition , we engage an external auditor to conduct audits on our sales and marketing practices on a semi - annual basis . The scope of the review covers the standardized management of the overall sales process , including the signing of sales contracts , the implementation of the sales system, and the substantive review of sales expenses, etc . , to ensure that the marketing activities and sales business processes are in compliance with the regulations . We have also formulated the Compliance and Expense Management System for Sales and Academic Activities lj ( 䣧㠷ᆨ 㺃⍫अਸ㾿઼䋫⭘㇑⨶ࡦᓖ NJ ) to safeguard the authenticity , reasonableness and compliance of the product promotion and sales process . To build a culture of responsible marketing, we formulate a responsible marketing training program and case study exercise covering all employees every year to ensure that employees are aware of and comply with the relevant systems and standards . During the Reporting Period, we organized 14 responsible marketing training and examinations for our marketing staff and conducted all - staff responsible marketing training and practical exercises to enhance their understanding of compliant marketing, academic knowledge of our products, principles and requirements of interaction with patients, and protection of consumer rights and interests . In terms of customer privacy protection , we strictly comply with laws and regulations on information and privacy protection such as the Personal Information Protection Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻ػӪؑ؍䆧⌅ NJ ), to ensure that all patients ’ personal data and privacy information are adequately protected and properly handled . We require all patient personal data and privacy information to be kept only in medical institutions and pharmacies by healthcare professionals, and the Company does not receive or store any patient personal data .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 41 Environmental, Social and Governance Report 2024 3. Supply Chain Management Ascentage Pharma builds a standardized supplier management system, implements the supplier full life - cycle management, ensures the safety and stability of the supply chain, and continuously improves the quality of suppliers ’ products and services . At the same time, we focus on the sustainable development of the supply chain and are committed to establishing a fair and equitable supply chain partnership with mutual benefits and mutual prosperity, so that we can work together to realize long - term value creation . 1. Supplier Management System Ascentage Pharma has established and implemented a supplier management system comprising , among others , the Procurement and Supply Management Regulations lj ( ᧑䌬 ៹㇑⨶㾿〻 NJ ), the Regulation for GMP Materials Procurement Management lj ( GMP ⢙ᯉ ᧑䌬㇑⨶㾿〻 NJ ), the GMP Supplier Management Regulations lj ( GMP ៹୶㇑⨶㾿〻 NJ ) and Tendering and Bidding Management Regulations lj ( ᤋᣅ⁉㇑⨶㾿〻 NJ ) . Also , during the Reporting Period , we established the Code of Conduct for Suppliers lj ( ៹୶㹼⛪Ⓠࡷ NJ ), which explicitly specified our expectations for suppliers in areas such as business ethics, quality, labor and employment, health and safety, and environmental protection . In addition, we optimized and upgraded the Procurement and Supply Management Regulations lj ( ᧑䌬 ៹㇑⨶㾿〻 NJ ) and other systems to continuously improve the standardized procurement process . Additionally, we follow the procurement and supply principles of resource sharing, comprehensive assessment of procurement and planned procurement to ensure rational and efficient allocation of resources . We have applied digital tools such as the one - stop business travel and expense management platform HELIOS system, the Office Automation (OA) system, the Good Supply Practice (GSP) system for pharmaceutical business management, and the ZKH Procurement Platform (a Chinese B 2 B procurement platform), and introduced inventory visualization management to achieve efficient tracking of inventory supply, thereby improving supplier management efficiency . In 2024 , we continued to conduct performance verification of the Warehouse Management System (WMS), and substantially completed the integration of GMP material procurement management into the WMS system, further enhancing our supply chain digital management capability .
42 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 • Supplier Full Life - cycle Management We have implemented a supplier full life - cycle management process covering supplier selection review, procurement review, cooperation assessment, and elimination mechanism to guarantee standardized supplier management, effectively reduce supplier cooperation risks, and ensure the compliance and stability of our production operations . Selection review : – Review the basic information of the supplier to ensure that it meets pharmaceutical standards in accordance with the Questionnaire for the Manufacturer or Dealer of GMP Materials lj ( GMP ⢙ᯉ㼭䙐୶㏃䣧䃯ḕ㺘 NJ ) or the Questionnaire for the GMP Services Providers lj ( GMP ᴽउ୶䃯ḕ㺘 NJ ) – Conduct supplier background and risk checks by downloading and reviewing corporate credit reports, etc . to assess their credit history and compliance – Review due diligence reports prepared by third party due diligence vendors or the suppliers themselves . We conduct multi - channeled assessment and keep potential risks to manageable levels by understanding the detailed information of the suppliers ’ operating entities, previous and existing business relationships and experiences with us or our employees, the suppliers ’ relationships with government, third party subcontracting and control and compliance events Procurement review : – In key bidding projects, supplier information will be reviewed jointly by the legal department, EHS (Environmental, Health and Safety) department, infrastructure department, finance department, compliance department, marketing department and procurement department – We engage professional third - party vendors to prepare compliance report and evaluate for suppliers in key procurement categories . In particular, a professional third party consultant will be engaged to conduct the professional construction audit at the settlement of key fixed assets procurements
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 43 Environmental, Social and Governance Report 2024 Cooperation assessment: – For GMP suppliers, the Company categorizes GMP suppliers into 3 levels (i . e . Risk Level III, Risk Level II, Risk Level I) according to risks in a descent order based on a comprehensive assessment of the likelihood, severity, and detectability of quality defects of the materials or services supplied by the suppliers, and ensures that activities such as the addition, change, removal, and disqualification of the materials or services supplied by the GMP suppliers follow the corresponding regulations in accordance with the strict protocols Type of Service Supplied Type of Material Supplied Risk Level Commissioned production of API, commissioned production/ commissioned primary packaging of formulated products, commissioned inspection Starting material for Active Pharmaceutical Ingredients (API) production, pharmaceutical excipients, internal packaging materials III Commissioned production of starting material, commissioned secondary packaging of formulated products, commissioned storage, commissioned destruction of controlled waste, commissioned transport with temperature control requirements Other materials for API production, printed overpack materials, key GMP consumables in direct contact with the product II Commissioned audits, preventive maintenance, calibration and metrology, validation and verification, commissioned transport without temperature control requirements, pest control, GMP consultancy Non - printed overpack materials, other key GMP consumables I Supplier Risk Level Classification
44 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Supplier audit initiatives – Develop an annual quality audit plan based on supplier levels and internal supplier risk levels, conduct on - site quality audits of suppliers and strengthen supply chain management and review to ensure supply quality and reliability Our supplier audits cover different categories of GMP material supply and GMP services such as commissioned production service of starting material, commissioned production service of chemical API, and pharmaceutical excipients. The audit dimensions include quality management, EHS management, qualification and credit, etc. On - site audits will be conducted at least once every two years for higher risk materials or GMP services, and once a year for commissioned production of preparations . We have also selected a professional third - party auditing company to conduct audits of the factories of overseas suppliers (mainly imported excipient suppliers), and to review the compliance status of the plants, facilities and quality systems of the excipient suppliers ’ production sites . During the Reporting Period, we conducted quality audits of our Tier 2 suppliers of starting material for olverembatinib to ensure that their qualifications and product quality met FDA regulatory requirements . During the Reporting Period, we completed a total of 21 supplier audits and signed 28 supplier quality agreements ; in response to the problems identified in the audits, we promptly urged our suppliers to make quality improvements, so as to build a strong supply chain quality defense for high - standard product quality . Elimination mechanism: – Suppliers involved in quality incidents and suppliers who are identified with serious deficiencies in the audit and fail to rectify, or who seriously violate national laws and regulations or contract terms, will be blacklisted During the Reporting Period, we had a total of 1,075 suppliers, among which 978 were in Mainland China, Hong Kong, Macau and Taiwan, while 97 were from overseas.
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 45 Environmental, Social and Governance Report 2024 • Supplier Support and Cooperation Ascentage Pharma conducts a number of supplier quality management training programs for different categories of suppliers every year . Meanwhile, we actively participate in various industry exchanges and forums to discuss supplier relationship management and risk control, supply chain stability, digital empowerment, sustainable sourcing and certification, and other aspects of communication . Supplier quality communication and support • After the quality audit, conduct annual special quality training for all key API manufacturers and suppliers for commissioned production of preparations to help the suppliers correctly understand, thoroughly investigate and effectively rectify the problems identified in the audit process . • Conduct training for pest control service providers on quality management system and industry regulations and an in - depth look at GMP requirements and standards for pest control in pharmaceutical plants, to effectively empower pest control suppliers to improve their corporate quality management system and compliance with CMP requirements . • Strength quality requirements for suppliers of high - density polyethylene (HDPE) bottles, prompting suppliers to upgrade quality control standards, add new on - site control equipment, and optimize HDPE production processes . Industry training and exchanges • Participate in industry events such as the 2 nd China ESG - Manufacturing Procurement Forum in 2024 to exchange industry development trends and excellent practices, and to promote communication and cooperation with upstream and downstream suppliers .
46 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 • Supply Chain Stability Assurance Stable supply of commercialized products is a key element that contributes to Ascentage Pharma overall supply chain stability . We have actively mobilized various internal functional departments to calculate and project the demand plans for long - cycle materials and maintain close communication with suppliers to secure the inventory of upstream supplies such as API, starting material, packages, reagents and consumables . During the Reporting Period, we planned to establish an inventory of over 12 months of supplies for olverembatinib API, taking into account the existing inventory of olverembatinib API, the contracted volume to be delivered and the production plan for 2025 . Furthermore, adequate year - round supply of production - related materials and excipients is a metric for the Procurement Department ’ s performance appraisal as a way to strengthen the continuous supervision and control of supply stability . The Procurement Department of the Company also carries out the development and inspection of alternative suppliers from time to time, and implements the dual sourcing strategy to minimize risk of supply disruption . In order to ensure the stable supply of commercialized product of olverembatinib tablets, during the Reporting Period, our subsidiary, Ascentage Suzhou, was added as a manufacturer to produce our commercialized product, olverembatinib tablets, internally . In order to ensure a stable drug supply, Ascentage Pharma has joined hands with its logistics partners to build a global clinical drug supply center . As at the end of the Reporting Period, we had conducted clinical product trials in 18 countries and established 15 distribution centers, which has ensured the access to drugs and their timely and intact delivery to patients in urgent need .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 47 Environmental, Social and Governance Report 2024 Environmental considerations • Green and environmental protection requirements for logistic suppliers : In terms of pharmaceutical cold chain logistics, we give priority to green logistics service providers (such as Sinopharm Logistics that has obtained energy - saving product certifications) to promote energy conservation and emission reduction in the supply chain . • Environmental protection considerations for supplies under the GMP category and printed packaging materials : We give priority to GMP suppliers that have established environmental protection systems such as those that have obtained relevant environment certifications . 3.3.2 Sustainable Supply Chain Ascentage Pharma is committed to building a high - quality , responsible and sustainable supply chain by comprehensively identifying , evaluating and controlling potential ESG risks in all aspects of the supply chain . During the Reporting Period , we optimized the Procurement and Supply Management Procedures lj ( ᧑䌬៹㇑⨶㾿〻 NJ ) by adding quality and environmental protection certifications, carbon neutrality and employment compliance to the evaluation of supplier qualifications, as well as incorporating suppliers ’ ESG competencies into the selection of evaluation items . In the course of cooperation with various suppliers, we have also taken into account ESG factors such as environmental protection , employment compliance, labor rights and interests, quality management and anti - corruption .
48 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Social considerations • Compliant employment requirements for outsourced suppliers : For the suppliers who provided contracted staff to us, we strictly require that their employment of the staff is in compliance with the relevant laws and regulations through bidding requirements and contract clauses to protect interests of employees at the outsourced suppliers, and we reserve the right to spot check the implementation from time to time . • Quality management system for suppliers under GMP categories : We require suppliers to have a mature and complete quality management system, and conduct ESG risk reviews on GMP material suppliers according to the Questionnaire for the Manufacturer or Dealer of GMP Materials lj ( GMP ⢙ᯉ㼭䙐୶㏃䣧䃯ḕ㺘 NJ ) or the Questionnaire for the GMP Services Providers lj ( GMP ᴽउ୶䃯ḕ㺘 NJ ) to prevent potential quality risks . • Safety management requirements for suppliers of incoming construction services : We carry out safety management trainings quarterly, covering the safety management responsibilities for incoming construction suppliers, basic construction site safety requirements, etc . We have conducted a total of 120 training sessions in 2024 . Governance considerations • Compliance and anti - corruption commitments and clauses : We set up due diligence questionnaires, request written commitments from our suppliers in relation to their business relationships and compliance events, and impose requirements on supplier integrity through anti - corruption clauses in our contracts . • Anti - corruption review on the supply chain : Our legal and compliance departments review supply chain compliance and anti - corruption risks, incorporate business ethics requirements and hospitality and gift policies in our procurement processes, establish effective supervision and complaint channels, and strictly investigate and deal with anti - corruption related non - compliance matters and behaviors .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 49 Environmental, Social and Governance Report 2024 4 Green Production, Safety Assurance Ascentage Pharma has always practised the concept of green development . To do that, it earnestly fulfills its environmental protection responsibilities, taking the initiative in addressing climate change by strictly implementing the management of pollutant emission outputs, and committed to mitigating the negative impact on the environment . In addition, employee health and safety serve as the first line of monitoring on our production operations . We continue to improve the production safety management system and strengthen the risk control mechanism to effectively improve occupational health and safety management . 1. Environmental Management Ascentage Pharma strictly abides by laws and regulations, continuously optimising its environmental management system by regularly carrying out internal and external audits . We establish scientific environmental management objectives to guide the effective environmental work for better environmental management practices . 1. Environmental Management System In China , Ascentage Pharma strictly complies with the Environmental Protection Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻⫠ຳ؍䆧⌅ NJ ), the Law of the People ’ s Republic of China on Appraising of Environment Impacts lj ( ѝ㨟Ӫ≁ޡ઼഻⫠ຳᖡ丯䂅ܩ ⌅ NJ , and has formulated and continuously improved the Handbook for the Environment Management System lj ( ⫠ຳ㇑⨶億㌫ NJ ), and a series of SOPs to clearly regulate environmental objectives , performance and process management procedures and strictly prevent various environmental risks . We have developed the Environmental Management Policy lj ( ⫠ຳ㇑⨶᭯ㆆ NJ ) to clearly stipulate the management practices in key environmental management areas such as environmental management, waste and emission management, and resource management . This policy is applied to production and operation activities of Ascentage Pharma and its subsidiaries . In addition , Ascentage Pharma has established a core environmental management structure composed of the Environment, Health and Safety (EHS ) department and department heads . The Board is responsible for regularly reviewing environmental management policies , performance related to environmental management and the achievement of objectives of the Company , supervising the implementation of environmental policies and ensuring the efficient operation of the environmental management system . We also strive to enhance the environmental protection awareness of all employees of the Company, and create a green development atmosphere through safety and environmental protection education for new employees and regular environmental protection trainings .
50 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 During the Reporting Period, Ascentage Pharma has successfully obtained the ISO 14001 environmental management system certification, which covers 100 % of the production bases of the Company, demonstrating our excellent environmental management performance . Environmental Management System Certification While continuously strengthening the environmental management system, Ascentage Pharma regularly reviews the environmental management of all its operating sites through internal and third - party audits in accordance with environmental protection regulations and relevant certification standards to ensure the effectiveness of the environmental management process . In response to the problems identified in the audit, we would require the relevant departments to correct the gaps and make improvements in a timely manner to continuously improve the Company ’ s environmental management performance .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 51 Environmental, Social and Governance Report 2024 External Audit Internal Audit • In 2024, Ascentage Pharma has undergone two external professional environmental compliance audits, including environmental management related to the research and development of oncology drugs, etc . • In 2024, Ascentage Pharma has undergone a total of 8 environmental inspections and audits by external regulatory authorities, covering the storage and disposal of hazardous wastes, enforcement of pollution discharge permits, and treatment of wastewater, waste gas and waste residue etc. • In 2024, Ascentage Pharma conducted two internal environmental audits on each department, including regular assessment on internal and external environmental pollution factors, effectiveness of environmental risk management mechanism, etc. • In 2024, Ascentage Pharma conducted monthly environmental monitoring on all of its R&D and production sites, covering a total of 21 testing items and 579 samples. The annual monitoring performance is normal, with all pollutants in compliance with national and local emission standards Internal and external environmental audit External Environmental Compliance Audit In 2024 , Ascentage Pharma conducted a professional external environmental compliance audit on the management related to the research and development of antitumor drugs, with a view to verifying the effectiveness of the environmental management system . The Phase I of the audit focused on reviewing the effectiveness of the hazard identification process, environmental factor assessment system and monitoring mechanism . Regarding the two identified management deficiencies, we have implemented systematic rectification measures to enhance our management level and have successfully obtained the audit certification . The Phase II of the audit focused on the assessment mechanism of environmental objectives, risk management and control process, compliance evaluation system and emergency response capabilities . The audit results showed that all the indicators satisfied the regulatory requirements .
52 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 During the Reporting Period, Ascentage Suzhou secured the approval to be a 2 A - level green factory in Suzhou Industrial Park in 2024 , along with obtaining the second batch of 3 A - level green factories in Suzhou, and was conferred the “ Advanced Unit of Eco - environmental Protection ” , demonstrating the Company ’ s remarkable achievements in environmental management . As at the end of the Reporting Period, Ascentage Pharma did not have any environmental pollution incidents and was not subject to any environmental administrative penalties . Ascentage Pharma was conferred the “ Advanced Unit of Eco - environmental Protection ” 4.1.2 Environmental Goals Upholding the philosophy of sustainable development, Ascentage Pharma is committed to minimizing the impact of its own operations on the environment and achieving green production and development . Ascentage Pharma has worked out environmental objectives in four dimensions : enhancement of energy efficiency, reduction of greenhouse gas emissions, reduction of waste, and enhancement of water efficiency, constantly tracking the progress of achieving and incorporating into the Company ’ s development plan to guide its environmental management efforts in accordance with the policies, industry analysis, and its own environmental management practices .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 53 Environmental, Social and Governance Report 2024 Enhancing energy efficiency: 50% of electricity consumed shall be from renewable resources by 2032 (latest domestic and overseas trends will be reviewed regularly and adjustments will be made in a timely manner) Minimizing greenhouse gas emissions: A carbon emission management system shall be established progressively, greenhouse gas emissions shall be reduced, and by 2040 carbon emissions shall be 50% lower than the peak level Reducing waste: Achieve a 95% waste recycling and reuse rate by 2040 Achieve zero landfilling of hazardous waste by 2025 Enhancing water usage efficiency: Reduce the consumption of water resources and enhance the water usage efficiency progressively Environmental Goals of Ascentage Pharma Ascentage Pharma sets the Company ’ s annual environmental goals and assessment requirements at the beginning of each year and requires signing of EHS target responsibility letters by all departments to ensure the establishment of clear management goals and indicators in relevant business areas and provide a basis for subsequent assessments . In 2024, Ascentage Pharma set and achieved the following annual environmental management goals: • Zero accident and zero fine for environmental protection goals • The completion rate of environmental inspection and audit rectification plan reached 100% • 100% compliance rate with standard for the emission rate of wastewater and exhaust gas pollutants • 100% compliance rate with regulations on the disposal rate of solid waste and hazardous waste, and achieved zero landfilling of hazardous waste
54 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 2. Tackling Climate Change Ascentage Pharma attaches great importance to the risks and opportunities brought about by climate change to the Company ’ s development and has incorporated climate change into its sustainable development management to enhance the ability to respond to climate risks, capitalize on business development opportunities, ensure the Company ’ s stable operation and enhance its sustainable competitiveness . 1. Governance Ascentage Pharma recognizes the risks and impacts of climate change on its stable operations and has established a climate change risk governance framework consisting of “ the Board of Directors – the Audit Committee – Functional Departments ” . We continue to improve the climate risk management process and actively implement various management initiatives to ensure the effectiveness of our climate change risk management system . The Board of Directors • responsible for the final determination and review of major risks of climate change and the determination of risk response plans • monitoring environmental targets associated with climate change to improve energy efficiency and reduce greenhouse gas emissions • reviewing the achievement of these targets on a regular basis The Audit Committee • responsible for identifying risks of climate change, and maintaining regular communication and reporting with the Board of Directors and functional departments • comprehensively monitoring the implementation of climate change risk responses Functional Departments • responsible for conscientiously implementing matters to climate change management • assisting the Audit Committee in reporting to the Board of Directors Climate Change Risk Governance Framework
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 55 Environmental, Social and Governance Report 2024 4.2.2 Strategy In accordance with the guidelines of the Task Force on Climate - related Financial Disclosures (TCFD) and taking into account its own operating conditions, changes in policies and market environment, industry development and other factors, Ascentage Pharma utilized scientific scenario analysis to identify the impact of climate change risks on its operations, strategies and finance . We identified the physical risks and transition risks that will have a significant impact on Ascentage Pharma to support the Company in establishing a more effective climate change management strategy through our assessment of materiality impact on an enterprise . We divided the climate scenarios into turquoise (strict pathway/committed to reaching a lower carbon economy scenario) and brown (high emissions/business - as - usual pathway) scenarios, and analyzed the likelihood of climate risks in three time dimensions, namely, the short - term ( 0 - 5 years), the medium - term ( 5 - 10 years), and the long - term (over 10 years) . Under the turquoise scenario, we select the Representative Concentration Pathway, RCP 4 . 5 7 , of the United Nations Intergovernmental Panel on Climate Change (IPCC) as the analytical scenario for physical risks ; and the Announced Pledges Scenario (APS) 8 of the International Energy Agency (IEA) as the analytical scenario for transition risks . Under the brown scenario, we select the Representative Concentration Pathway, RCP 8 . 5 9 , of the United Nations Intergovernmental Panel on Climate Change (IPCC) as the analytical scenario for physical risks ; and the Stated Policies Scenario (STEPS) 10 of the International Energy Agency (IEA) as the analytical scenario for transition risks . 7 8 9 10 RCP 4.5: Assuming that global GHG emissions peak at mid - century and then taper off, this scenario produces a global average temperature increase of between 2 ƒ C and 3 ƒ C relative to pre - industrial levels. Announced Pledges Scenario (APS): Assuming that all climate pledges made by the world ’ s governments, including Nationally Determined Contributions (NDCs) and long - term net - zero targets will be met in full and on time. RCP 8.5: Assuming that global GHG emissions still continue to increase by the end of the century, the scenario shows an increase in global average temperature of more than 4 ƒ C relative to pre - industrial levels. Stated Policy Scenario (STEPS): Assuming that governments will only accomplish what they are actually doing now in the overall energy economy to achieve their goals, and that desired energy or climate goals will not be assumed to be automatically met.
56 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 We have identified the following climate risk factors: Countermeasures Current financial impacts Percentage of assets vulnerable to risk/ opportunity Risk/opportunity correlation statement and description of financial impacts Time dimensions Risk scenario Risk/ opportunity parameters Risk/ opportunity type Brown scenario Turquoise scenario • Establishing a sound emergency response plan for extreme weather by comprehensively assessing the potential risk of the Company ’ s operations being affected by extreme weather events; • Providing emergency facilities including yellow sand, shovels, first aid kits, AED external defibrillators, etc. Each floor is staffed with 2 - 3 first aiders and evacuation drills and first aid training sessions are conducted annually. In 2024, high temperatures in summer resulted in the Company incurring additional chilled water supply costs and electricity costs to maintain a stable production environment temperature. Under the medium - and long - term time dimension of the selected scenario, Guangzhou, Shanghai, Suzhou and Taizhou in China, where Ascentage Pharma operates, are subject to a medium risk rating and 32.4% of its assets are vulnerable to the risk of extremely hot weather. Extremely hot weather may cause wear and tear on production equipment and facilities and increase the operating costs associated with temperature control that companies need to incur in order to maintain a stable production environment; in addition, extremely hot weather may also cause damage to the power grid and power rationing, etc., which may increase the cost of electricity for enterprises. medium - and long - term √ Extremely hot weather Acute Physical risks • Planning for safety stock, maintaining positive communication with suppliers, and developing supply chain disruption response plans. • Continuously monitoring climate change trends in the operating locations and embed them into asset development considerations.
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 57 Environmental, Social and Governance Report 2024 Countermeasures Current financial impacts Percentage of assets vulnerable to risk/ opportunity Risk/opportunity correlation statement and description of financial impacts Time dimensions Risk scenario Risk/ opportunity parameters Risk/ opportunity type Brown scenario Turquoise scenario In September 2024, Suzhou was hit by a typhoon and the Company incurred additional operating costs for the maintenance and repair of equipment and enhancement of early warning measures, etc., which was caused by the typhoon. Under the medium - and long - term time dimension of the selected scenario, Guangzhou and Shanghai in China, where Ascentage Pharma operates, are subject to a medium risk rating and 0.1% of its assets are vulnerable to the risk of extreme weather events (typhoons, etc.). Extreme weather events (typhoons, etc.) may affect normal production and business operations and increase the cost of early warning and disaster prevention measures deployed early by enterprises to cope with extreme weather; in addition, extreme weather events may cause problems such as damage to power grids and equipment, which may increase the cost of equipment maintenance and new construction for enterprises. medium - and long - term √ Extreme weather events (typhoons, etc.) Acute Physical risks In 2024, high temperatures in summer resulted in the Company incurring additional chilled water supply costs and electricity costs to maintain a stable production environment temperature. Under the medium - and long - term time dimension of the selected scenario, all of Ascentage Pharma ’ s operating locations are subject to a medium risk rating and 100% of its assets are vulnerable to the risk of increase in average temperature. The increase in average temperature may lead to an increase in the number of extremely hot days in regions, which in turn will increase the operating costs related to environmental control required by enterprises to maintain a stable production environment; in addition, the increase in average temperature may increase the demand for electricity by enterprises and increase the cost of electricity used by enterprises due to the impact of the supply - demand imbalance of electricity from external sources. medium - and long - term √ Increase in average temperature Chronic
58 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Countermeasures Current financial impacts Percentage of assets vulnerable to risk/ opportunity Risk/opportunity correlation statement and description of financial impacts Time dimensions Risk scenario Risk/ opportunity parameters Risk/ opportunity type Brown scenario Turquoise scenario • Consolidating and reporting updates on national laws, regulations and industry standards on a monthly basis, and conducting EHS compliance assessments. • Standardizing information disclosure in accordance with the Guide of The Stock Exchange to improve the data collection system and set corporate environmental objectives . During the current Reporting Period, Ascentage Pharma was not included in the carbon emission trading market and therefore there was no current financial impact for the time being. Ascentage Pharma currently has a production base in Suzhou and 32.2% of its assets are vulnerable to the risk of raising pricing of GHG emissions. With the improvement of the carbon emission trading policy, Ascentage Pharma may face the need to purchase carbon allowances to cope with the shortage of carbon credits in the future, which will result in additional capital expenditure. According to the International Energy Agency (IEA) database, developing countries, including China, that have proposed carbon neutrality action plans, are expected to see carbon pricing at US$40 per tonne in 2030 and US$160 per tonne in 2050 in real money terms of 2021 under this scenario. In addition, increasing local policy requirements for mandatory compliance ratios for GHG emissions will also increase future carbon emission trading costs for enterprises. medium - and long - term √ Raising pricing of greenhouse gas (GHG) emissions Policies and Laws Transition Risks In 2024, Ascentage Pharma spent additional costs on carbon footprint certification, GHG verification certification, energy management system establishment and accreditation certification, etc. to support the fulfillment of GHG emissions reporting obligations. Ascentage Pharma has been subject to the relevant regulatory requirements of the Hong Kong Stock Exchange where it is listed, and therefore the percentage of its assets subject to the risk of enhancing emission reporting obligations is 100%. Enhancing emissions reporting obligations may lead to an increase in the scope of accounting, data accuracy and frequency of reporting, etc., resulting in the need for enterprises to strengthen the GHG verification work to ensure the compliance of corporate disclosure and reporting, which in turn increases internal energy and emissions accounting and management costs. Short - term √ Enhancing emissions reporting obligations
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 59 Environmental, Social and Governance Report 2024 Countermeasures Current financial impacts Percentage of assets vulnerable to risk/ opportunity Risk/opportunity correlation statement and description of financial impacts Time dimensions Risk scenario Risk/ opportunity parameters Risk/ opportunity type Brown scenario Turquoise scenario • Launching a comprehensive feasibility study and risk assessment to ensure the efficient implementation of measures such as process optimization, equipment upgrading, facility modification and technological innovation on the basis of ensuring the smooth operation of the business. In 2024, Ascentage Pharma spent additional costs on retrofitting residual heat utilization installations, intelligent control optimization of the refrigeration system, and building an energy management platform, etc. to support transition to lower emissions technology. Ascentage Pharma currently has a production base in Suzhou and 32.2% of assets are vulnerable to the risk of costs of transition to lower emissions technology. Transition to lower emissions technology will prompt enterprises to focus on optimizing their carbon emission pathways, including measures to optimize energy mix and processes. As a result, investment in environmental protection measures such as replacement of energy conservation equipment and application of clean energy, as well as energy mix transformation measures, will increase the management and operating costs of enterprises. medium - and long - term √ Costs of transition to lower emissions technology Technologies Transition Risks • Working on process innovation and resource management optimization. • Working on energy mix optimization initiatives and exploring the possibility of expanding renewable energy sources. In 2024, Ascentage Pharma spent additional costs on retrofitting residual heat utilization installations, intelligent control optimization of the refrigeration system, and building an energy management platform, etc. Such initiatives are expected to achieve further energy efficiency improvements in the future, thereby reducing the operating costs of the enterprises. Ascentage Pharma currently has a production base in Suzhou and 32.2% of assets are vulnerable to the risk of opportunities of resource efficiency. By launching comprehensive energy efficiency improvement initiatives and process innovations, the Company is in a better position to improve resource allocation and utilization efficiency, thereby reducing energy consumption and further reducing operating costs; in addition, the green and low - carbon brand image may bring about an increase in operating revenue. medium - and long - term √ Resource efficiency Opportunities
60 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 We continue to improve our energy management standards and effectively reduce greenhouse gases (GHG) emissions through energy efficiency enhancement and energy mix transformation . Ascentage Pharma has established various energy management systems, including Energy Management System lj ( 㜭Ⓚ㇑⨶ࡦᓖ NJ ), Energy Measurement Management System lj ( 㜭Ⓚ䀸䟿㇑⨶ࡦᓖ NJ ) and Energy Consumption Quota Assessment System lj ( 㜭Ⓚ⎸ 㙇ᇊ乽㘳Ṩࡦᓖ NJ ), etc . , to ensure the fulfillment of energy management responsibilities . During the Reporting Period, Ascentage Pharma further promoted the construction of its own energy management system and obtained ISO 50001 Energy Management System Certification . In addition , we have actively explored low - carbon products and management practices to promote low - carbon transformation and sustainable development . As of the end of the Reporting Period , Ascentage Pharma has obtained ISO 14064 GHG Verification , and our small molecule targeted anti - tumor tablets have obtained ISO 14067 Product Carbon Footprint Certification . Certificate of Energy Management System Certification Greenhouse Gas Emission Verification Certificate Carbon Footprint Evaluation Certificate
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 61 Environmental, Social and Governance Report 2024 Energy Management Contract • Adopting the energy cost hosting model under the energy management contract (EMC) to carry out special energy project management for air conditioning and water cooling/heating systems, steam systems, etc . to improve management efficiency and reduce costs Green Design • Adopted green building design to reduce energy consumption, and some of the buildings have been certified as 2 - star green buildings Energy Efficiency Improvement and Energy Structure Transformation • Updating refrigeration equipment, such as refrigerators, to reduce energy consumption in warehouse cold chain • Through installing inversion devices, adopting intelligent control systems, and adding steam condensate recovery devices to promote energy efficiency and energy structure transformation • Launching a survey on photovoltaic power generation suppliers, gradually pushing forward the construction of photovoltaic power generation, and increasing the proportion of renewable energy used Energy Management Initiatives
62 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 In addition, we promote the awareness of green office and implement carbon reduction measures among our employees through concrete actions, so as to achieve our greenhouse gas emission reduction targets together . Adoption of energy - saving equipment such as intermittent - running air conditioners and auto - sensing LED lights Installed the pure electric vehicle charging piles Rolled out paperless office with the help of online office system Green Office Initiatives 4.2.3 Risk Management In order to enhance our resilience against climate change and to effectively grasp and control climate - related risks and opportunities, Ascentage Pharma continues to strengthen its risk management capabilities based on a scientific risk management system . We have set up risk management plans for identified risks and formulated emergency management solutions to effectively mitigate the risks and impacts of climate change on our operations and to promote the sustainable development of the Company . Risk points filtering Risk analysis and materiality determination Development of risk response plan Evaluate the impact of identified risk points on the Company’s business, and rank the risk materiality according to the possibility and materiality of the risk Develop effective plans in response to identified risk points; monitor the progress and results of risk response to important climate risks on a regular basis The functional department jointly screened out the climate change risks related to Ascentage Pharma based on the internal status quo and external environment of the Company Risk Management System Related to Climate Change of Ascentage Pharma
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 63 Environmental, Social and Governance Report 2024 4.2.4 Indicators and Targets Ascentage Pharma has set targets to improve energy efficiency and reduce greenhouse gas emissions . We regularly monitor energy consumption and greenhouse gas emission data and integrate the concept of green development into our R&D, production and operations to ensure the accomplishment of our environment management goals . In 2024 , the total Scope I and II GHG emissions of Ascentage Pharma were 7 , 281 . 64 tCO 2 e, and the Scope I and II GHG emissions intensity was 0 . 07 tCO 2 e/RMB 10 , 000 revenue . Energy Consumption and Greenhouse Gas Emissions of Ascentage Pharma Unit 2024 2022 2023 Indicator liter 30.00 35.00 33.00 Total diesel consumption liter 3,196.00 3,366.00 3,314.00 Total gasoline consumption m 3 815,882.00 611,179.50 959,135.00 Total natural gas consumption kWh 10,269,138.00 7,152,347.39 9,986,720.90 Total electricity consumption kWh 17,599,620.50 12,652,192.95 18,600,424.32 Total comprehensive energy consumption 11 kWh/ 179.47 603.32 837.86 Intensity of integrated energy consumption RMB10,000 tCO 2 e 1,771.22 1,329.00 2,081.23 Greenhouse gas emissions (Scope 1) 12 tCO 2 e 5,510.42 4,078.98 5,695.43 Greenhouse gas emissions (Scope 2) 13 tCO 2 e 7,281.64 5,407.99 7,776.66 Greenhouse gas emissions (Scope 1, 2) tCO 2 e/ 0.07 0.26 0.35 Intensity of greenhouse gas emissions (Scope 1, 2) RMB10,000 tCO 2 e 129.75 / 112.18 Greenhouse gas emissions (Scope 3) C1: Purchased goods and services tCO 2 e 646.20 / / Greenhouse gas emissions (Scope 3) C2: Fixed assets tCO 2 e 464.43 / / Greenhouse gas emissions (Scope 3) C3: Fuel - and energy - related activities tCO 2 e 0.07 / 0.07 Greenhouse gas emissions (Scope 3) C4: Upstream transportation and distribution tCO 2 e 0.26 / / Greenhouse gas emissions (Scope 3) C5: Waste generated from operations tCO 2 e 426.91 / 1,008.00 Greenhouse gas emissions (Scope 3) C6: Business travel tCO 2 e 112.42 / 188.72 Greenhouse gas emissions (Scope 3) C7: Employee commuting tCO 2 e 0.37 / 0.55 Greenhouse gas emissions (Scope 3) C9: Downstream transportation and distribution tCO 2 e 1,780.41 / 1,309.53 Greenhouse gas emissions (Scope 3) 14 tCO 2 e/ RMB10,000 0.02 / 0.06 Intensity of greenhouse gas emissions (Scope 3) 11 12 13 14 Comprehensive energy consumption is calculated in accordance with the General Rules for Calculation of the Comprehensive Energy Consumption lj ( ㏌ਸ㜭㙇䀸㇇䙊ࡷ NJ ) (GB 2589 - 2020 ) issued by the State Administration for Market Regulation and Standardization Administration of China . Scope 1 greenhouse gas emissions involve the consumption of diesel , gasoline and natural gas , and the emission factors come from the Guidelines for Calculation Methods and Reporting of Greenhouse Gas Emissions from Industrial and Other Industrial Enterprises lj ( ᐕᾝަԆ㹼 ᾝԱᾝⓛᇔ≓億ᧂ᭮Ṩ㇇ᯩ⌅㠷ᤷই NJ ) issued by the National Development and Reform Commission of China . Scope 2 greenhouse gas emissions involve purchased electricity, and the emission factor comes from the Announcement on the Release of 2022 Carbon Dioxide Emission Factors for Electricity lj ( 䰌ᯬⲬո 2022 ᒤ䴫࣋Ҽ≗ॆ⻣ᧂ᭮ഐᆀⲴޜ NJ ) issued by the Ministry of Ecology and Environment . In 2024 , the Company conducted the accounting of some Scope 3 greenhouse gas emissions categories, including purchased goods and services, fixed assets, fuel and energy related activities, upstream transportation and distribution, waste generated from operations, business travel , employee commuting , downstream transportation and distribution categories . Among them , the activity data are from the financial system data of the Company and the estimated statistics of relevant departments, and the emission factors are from the China Greenhouse Gas Emission Coefficient Library for Product Life Cycle ( 2022 ) lj ( ѝ഻⭒૱ޘ⭏ભ䙡ᵏⓛᇔ≓億ᧂ᭮㌫ᮨ䳶 ( 2022 ) NJ ) issued by the Environmental Planning Institute of the Ministry of Ecology and Environment .
64 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 3. Emission Management Ascentage Pharma actively fulfills its environmental protection responsibilities for a shared and green future . We continue to strengthen the management of pollutant emissions to ensure the compliant emission of exhaust gas, wastewater and waste, and actively explore ways to reduce pollutants to promote the sustainable development of Ascentage Pharma . 1. Waste Gas Management Ascentage Pharma strictly complies with the Law of the People ’ s Republic of China on the Prevention and Control of Atmospheric Pollution lj ( ѝ㨟Ӫ≁ޡ઼഻བྷ≓⊑ḃ䱢⋫⌅ NJ ) and other laws and regulations and the limit values in the Comprehensive Emission Standards for Atmospheric Pollutants lj ( བྷ≓⊑ḃ⢙㏌ਸᧂ᭮⁉Ⓠ NJ ) and the Emission Standards for Atmospheric Pollutants in the Pharmaceutical Industry lj ( 㼭㰕ᐕᾝབྷ≓⊑ḃ⢙ᧂ᭮⁉Ⓠ NJ ), and guides the waste gas management of the Company in accordance with the Environmental Management Policy lj ( ⫠ຳ㇑⨶᭯ㆆ NJ ) to ensure the compliant emission of waste gas pollutants . The waste gas of Ascentage Pharma mainly includes smoke and fumes, odorous gases, toxic and hazardous gases generated during the production, drug R&D and operation . With well - developed environmental protection facilities in place, we conduct monitoring on pollutants to ensure that we are in compliance with the emission of exhaust pollutants and minimize the impact on the surrounding environment . Construction of Environmental Protection Facilities • All of the experimental processes are regulated in fume hoods . This is to ensure that volatile organic compounds are collected through fume hoods and adsorbed by activated carbon adsorption devices to satisfy the emission standards Pollutant Monitoring • Standard identification signs have been set up at all waste gas discharge outlets and pollutants are monitored and recorded • Warning settings have been set for all of our monitoring indicators to ensure that we can take timely action when emissions reach an early warning value Waste Gas Management Initiatives
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 65 Environmental, Social and Governance Report 2024 4.3.2 Wastewater Management In China, Ascentage Pharma strictly complies with the Water Pollution Prevention and Control Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻≤⊑ḃ䱢⋫⌅ NJ ) and other laws and regulations, and implements orderly wastewater management measures in accordance with our Environmental Management Policy lj ( ⫠ຳ㇑⨶᭯ㆆ NJ ) to ensure the compliant emission of wastewater pollutants . We promote the application of wastewater online monitoring facilities and video surveillance equipment, conduct pre - warnings of abnormal emissions through intelligent and visualization systems, and effectively enhance the efficiency of real - time cross - departmental data sharing and business collaboration, so as to quickly respond and effectively solve abnormalities in pollution prevention and control facilities and minimize the occurrence and impact of environmental pollution risk . Wastewater Online Monitoring Equipment In addition, Ascentage Pharma formulated and implemented a wastewater monitoring plan based on its actual management needs . We strictly control the wastewater generated in all aspects of our operations and regularly monitor the emission of wastewater pollutants . In the event that there is any pollutant emission exceeding the standard, we would immediately analyze the cause and take timely corrective and preventive measures .
66 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 4.3.3 Waste Management In China, Ascentage Pharma strictly complies with the Law of the People ’ s Republic of China on the Prevention and Control of Environmental Pollution by Solid Waste lj ( ѝ㨟Ӫ≁ޡ઼഻ പ億ᔒ⢙⊑ḃ⫠ຳ䱢⋫⌅ NJ ), the Hazardous Waste Storage Pollution Control Standards lj ( ড 䳚ᔒ⢙䋟ᆈ⊑ḃ᧗ࡦ⁉Ⓠ NJ ), the Technical Specification for the Setting of Hazardous Waste Identification Marks lj ( ড䳚ᔒ⢙䆈ࡕ⁉䂼䁝㖞ᢰ㺃㾿ㇴ NJ ) and other laws and regulations, and formulates and improves the Solid Waste Management System lj ( പ億ᔒ⢙㇑⨶ࡦᓖ NJ ) to achieve standardized management of waste . We strictly manage waste from all production and operation activities in accordance with the Environmental Management Policy lj ( ⫠ຳ㇑⨶᭯ㆆ NJ ) of the Company to reduce negative impacts on the environment . We collect solid waste in different categories and establish a comprehensive treatment mechanism and process to ensure that all types of waste are properly and compliantly treated and disposed of by contractors with professional qualifications, so as to effectively control the pollution caused by waste and achieve the goal of waste management of the Company . Hazardous Waste • The Company conducts unified and standardized collection and storage • Laboratory waste liquids, waste auxiliary equipment, waste activated carbon and other hazardous wastes shall be handed over to hazardous waste disposal units with professional qualifications for disposal by incineration • Laboratory medical waste such as small animal carcasses and bedding in animal rooms shall be handed over to medical waste disposal units with professional qualifications for disposal by incineration Non - hazardous Waste • Waste cardboard, waste cartons and other recyclable wastes shall be collected by the cleaning staff and carried to the recyclables warehouse, where they are weighed and recorded, and regularly handed over to processing units with professional qualifications for recycling Waste Management Initiatives
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 67 Environmental, Social and Governance Report 2024 4. Occupational Health and Safety Ascentage Pharma gives priority to safe production and operation and the occupational health of its employees and keeps optimizing its occupational health and safety management system, actively fosters a safety culture, and creates a favorable production and operation environment . It also effectively protects the health and safety of its employees and promotes the healthy development of the Company . 1. Management System In strict compliance with the Production Safety Law of the People ’ s Republic of China lj ( ѝ 㨟Ӫ≁ޡ઼഻ᆹޘ⭏⭒⌅ NJ ), the Law of the People ’ s Republic of China on the Prevention and Treatment of Occupational Diseases lj ( ѝ㨟Ӫ≁ޡ઼഻㚧ᾝ⯵䱢⋫⌅ NJ ), the Technical Specification for Occupational Health Surveillance lj ( 㚧ᾝڕᓧⴓ䆧ᢰ㺃㾿ㇴ NJ ) and other laws and regulations, Ascentage Pharma formulated a series of regulations, effectively improved the standardization of occupational health and safety management and achieved the goals of a sound occupational health and safety management by formulating internal policies and systems such as the System on Managing and Controlling Safety Production Risk by Ranks and System on Handling Hidden Risk Inspection lj ( ᆹޘ⭏⭒付䳚࠶㍊㇑᧗઼䳡ᛓᧂḕ⋫⨶ࡦ ᓖ NJ ), the EHS Goal Performance Supervision and Evaluation Procedures lj ( EHS ⴞ⁉㑮᭸ⴓⶓ 㠷䟿〻ᒿ NJ ), the Management System for Occupational Health lj ( 㚧ᾝڕᓧ㇑⨶ࡦᓖ NJ ) and the Post Operation Regulations lj ( ፇս㾿〻 NJ ) . In order to strengthen its responsibilities in occupational health and safety management, Ascentage Pharma has established a governance structure with the safety committee as the core and production safety working group as the cornerstone to ensure the efficient operation of the occupational health and safety system . We implement the production safety accountability, requiring all employees to sign safety commitment letters, clarifying the safety management responsibilities at all levels, and holding regular meetings to report the implementation of safety work and closed - loop rectification . We introduced external certification of occupational health and safety management system to drive the construction of the management system of the Company with higher standards, and improve the overall standard of occupational health and safety . As of the end of the Reporting Period, Ascentage Pharma has passed the ISO 45001 occupational health and safety management system certification, and there was no work - related fatality in the past three years or work - related injury during the Reporting Period .
68 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Occupational Health and Safety Management System Certification 4.4.2 Occupational Health and Safety Risk Management Ascentage Pharma established a comprehensive occupational health and safety management system and continuously optimized the operation mechanism . We classified the risks every year and regularly conduct safety inspections and special inspections and make timely rectification to effectively prevent and control occupational health and safety management risks . During the Reporting Period, Ascentage Pharma conducted a total of 28 external inspections and expert counseling and identified 45 deficiencies, all of which have been rectified . It also conducted a total of 61 internal potential safety hazard inspections and identified a total of 559 deficiencies throughout the year with a rectification rate of 98 . 5 % . Regular Inspection Comprehensive Inspection • Weekly and monthly routine inspections and safety inspections during holidays are carried out by the person in charge of the laboratory • Special inspections on power distribution rooms and gas facilities are carried out as necessary, and carry out closed - loop rectification • Members of the safety committee conducted quarterly comprehensive inspections and followed up with effective rectification measures • Through quarterly and annual appraisals, rewards are awarded to those who identified significant safety hazards with high rectification efficiency, through which employees are encouraged to actively participate in safety management Safety Risk Inspection
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 69 Environmental, Social and Governance Report 2024 In accordance with the Management System for Occupational Health lj ( 㚧ᾝڕᓧ㇑⨶ࡦᓖ NJ ), Ascentage Pharma implemented the end - to - end prevention and control of occupational diseases , in an effort to provide a safe and healthy working environment . We constantly improved the protective and emergency facilities and equipment and carried out health examinations for employees with occupational disease hazards , so as to effectively protect the occupational health and safety of our employees . Safety protection • Installed local exhaust ventilation devices at the production sites, adopted various measures for the prevention of dust, toxic exposure, noise exposure as well as measures for biosafety protection, etc . • Provide our employees with personal protective equipment Emergency response • Set up an emergency response team • Prepare emergency supplies including emergency lights, first - aid kits, first - aid medicines, eyewash devices, etc. Occupational health management • Organize employees with occupational disease hazards to carry out the appropriate pre - job, on - job and off - job occupational health examinations, and have the employees sign in writing to confirm the results Health and Safety Management Measures
70 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 In addition, Ascentage Pharma formulated and implemented the EHS Management Rules for Contractors lj ( व୶ EHS ᆸࡷ NJ ), which clearly imposed strict requirements of “ zero safety incident, zero environmental incident and zero non - compliance incident ” on the contractors, and carried out full cycle safety management for contractors . Safety risk assessment • Continuously improving approval system for high risk work, such as use of fire, work at height, hoisting and work in confined space, and conducting safety risk assessments before the commencement of projects • Requiring contractors to sign the Production Safety Management Agreement, and conducting pre - job safety training Safety supervision on contractors • Implementing the contractor safety supervision responsibilities of the person in charge for projects from the Company • Carrying out on - site inspection and irregular random inspection on contractors, and tracking the implementation of issues rectification • Safety factor is regarded as an important indicator for performance evaluation on contractors, which will directly affect the continuity of cooperation Safety training for contractors • Conducting regular safety training for contractors, to ensure that contractors are aware of the Company ’ s management requirements and standards • For safety issues identified during the review on contractors, carrying out targeted assistance and improvement thereto, to enhance the safety management of contractors Safety Management Measures for Contractors
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 71 Environmental, Social and Governance Report 2024 4.4.3 Cultivation of a Safety Culture Ascentage Pharma has actively conducted the cultivation of a safety culture , established the health and safety awareness of employees and partners, and jointly created a safe and harmonious operating environment . We have formulated the EHS Training and Management System lj ( EHS ษ䁃㇑⨶ࡦᓖ NJ ) to continuously improve the safety training system for employees , suppliers and contractors , and regularly launched health and safety themed training and emergency drills to cultivate a good safety culture . During the Reporting Period, a total of 78 safety trainings and emergency drills were conducted by Ascentage Pharma, covering employees, resident personnel of third parties and heads of contractors . Health and safety training and emergency drills During the National Fire Prevention Month in 2024 , in order to further enhance the emergency response and evacuation capabilities of all employees, Ascentage Pharma organized all employees at the headquarters and incubator resident enterprises to carry out fire evacuation drills, with a participation scale of 275 people .
72 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 “ Production Safety Month ” series of activities In 2024 , Ascentage Pharma and Suzhou Industrial Park Science and Education Innovation District jointly organized the “ Production Safety Month ” series of activities . We organized various competition activities such as the Emergency Response Skills Challenge Competition to enhance the safety awareness of the Company and its employees, strengthen the safety knowledge base, and help participants acquire safety protection and emergency response skills . Ascentage Pharma continuously strengthened the construction of safety culture and was awarded the “ Outstanding Organization Award for Enterprises in Production Safety Month 2024 ” , “ 2024 Socially Responsible Enterprise for Production Safety ” and other honors in 2024 . Safety Management Honor Awards
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 73 Environmental, Social and Governance Report 2024 5 Empowering Talents to Create Warmth Together Ascentage Pharma actively responds to the trend of globalization, implements an international talent strategy, and strives to create a diverse and inclusive atmosphere of corporate culture . The Company comprehensively protects the rights and interests of its employees, and has carefully planned an all - round career growth path for its employees to ensure that each employee can thrive in a working environment full of challenges and opportunities, and continuously stimulate their enthusiasm and satisfaction, so as to help the Company build a solid competitive advantage . 1. Employment 1. Standardized Management Ascentage Pharma insists on compliance recruitment and employment , and strictly abides by a series of relevant laws and regulations such as the Labor Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻ऎअ⌅ NJ ), the Labor Contract Law of the People ’ s Republic of China lj ( ѝ㨟Ӫ≁ޡ઼഻ऎअਸ਼⌅ NJ ), the Special Provisions on Labor Protection of Female Workers lj ( ྣ㚧ᐕऎअ؍䆧⢩ࡕ㾿ᇊ NJ ), and any other applicable laws and regulations in our operation sites outside China, and has formulated its internal management systems including the Recruitment Management System lj ( ᤋ㚈㇑⨶ࡦᓖ NJ ) and the Probation Management lj ( 䂖 ⭘ᵏ㇑⨶ࡦᓖ NJ ) to ensure the standardization of the process . During the year, the Company optimized the Employee Manual lj ( ᐕ NJ ) to adapt to the new management needs, and added the Interns Management System lj ( ሖ㘂⭏㇑⨶ࡦᓖ NJ ), which provided clear guidance for the Company to attract, manage and cultivate intern and effectively enhanced the efficiency and quality of intern training, so as to help the Company accurately select and nurture outstanding talents in the future . The Company adheres to the principles of equality and transparency in employment, strictly implements employee background review during the recruitment process, firmly opposes and rejects the employment of child labor and forced labor and strives to safeguard a fair and equal working environment with fully respect for labors ’ rights . We also prohibit workplace sexual harassment . As of the end of the Reporting Period, we did not experience any violations related to sexual harassment, child labor or forced labor .
74 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 5.1.2 Diversified Recruitment The Company actively establishes a workforce diversity policy and management oversight . During the year, the Employee Diversity Policy lj ( ᐕཊݳॆ᭯ㆆ NJ ) has been formulated and publicly disclosed . The Board of Directors of the Company is responsible for overseeing the effectiveness and implementation of the policy, and the Audit Committee under the Board is responsible for guiding and supervising the specific implementation of employee diversity policies . This policy applies to all employees of the Company , and business partners such as suppliers are encouraged to abide by it . We are committed to treating every job applicant equally, and strictly prohibit any discrimination based on ethnicity, race, gender, nationality, geography, religious beliefs, etc . The Company is committed to attracting and nurturing talents with diverse backgrounds, and welcomes talents with different experience, ethnicity, gender and nationality to join us, so as to jointly promote the efficient development of teamwork . In order to strengthen the construction of our talent pool, we pay close attention to the current job vacancies and formulate a scientific talent pipeline development strategy accordingly . We widely attract high - caliber talents with relevant professional knowledge, superb skills and rich experience through diversified talent recruitment channels such as corporate presentations, online recruitment, job fairs, internal recommendations and internal referral competitions, so as to ensure that the Company always has a solid talent pool in the fierce market competition .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 75 Environmental, Social and Governance Report 2024 As of the end of the Reporting Period, Ascentage Pharma had a total of 567 employees, including 567 full - time employees and 0 part - time employee . 49 employees held doctoral degrees . Below is an overview of employee data by category : 252 315 Male Female By gender 453 67 47 Below aged 30 Aged 30 - 50 Above aged 50 By age group 461 106 Mainland China Overseas By region 303 76 139 49 By degree Doctoral degree Master’s degree Bachelor’s degree Bachelor’s degree below
76 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 2. Talent Development Ascentage Pharma is committed to establishing a comprehensive and effective talent management and cultivation system . By integrating internal and external quality resources, we provide employees with diverse learning and development opportunities and help them improve their professional qualities and comprehensive capabilities . At the same time, the Company continues to optimize remuneration and performance management, fully supports employees ’ personal growth and self - realization, and encourages employees to work hand in hand with the Company . 1. Remuneration and Performance In order to improve the effectiveness of performance management and enhance employees ’ sense of fairness and belonging , the Company integrated the original remuneration and performance management system during the Reporting Period , and formulated more complete Remuneration and Performance Management System lj ( 㯚䞜㑮᭸㇑⨶ࡦᓖ NJ ) and Commercial Remuneration and Performance Management System lj ( ୶ᾝॆ㯚䞜㑮᭸㇑⨶ࡦ ᓖ NJ ), which established variable performance - based component to pay for all employees (including non - management employees and non - sales employees ) and clarified the remuneration composition and reward standards for different positions and performance levels, so that employees can clearly understand the relationship between effort and reward, and meanwhile provided the Company with a more reasonable basis for incentives and promotions . The Company conducts regular performance appraisals and feedback processes annually to help employees improve their overall work efficiency . Year - end appraisal is the main form of performance assessment, covering all employees of the Company . Through OA 15 online assessment and Agile Dialogue 16 ( ᦧሽ䂡 ) evaluation methods, we comprehensively consider the employees ’ work performance in the past year , including the achievement of employees ’ work goals , work attitude and behavior performance , improvement of skills and abilities , team contribution and leadership , feedback and results , etc . In addition , in order to have a more comprehensive understanding of employees ’ work performance and their inherent potentials , the Company introduces diversified assessment tools , such as 360 - degree assessment and high - level talent assessment , when necessary . Performance assessment is not only a evaluation summary of employees ’ work performance, but also a key link in establishing a bridge of communication between the Company and employees, which promotes in - depth interaction and understanding between the two parties . 15 16 OA : Office Automation Agile Dialogue: A way to provide frequent, real - time feedback with employees, emphasizing communication and collaboration between employees and managers
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 77 Environmental, Social and Governance Report 2024 Performance Objectives Setting Performance Interview Evaluation Feedback and Adjustment • Employees and their supervisors jointly set clear performance objectives according to the Company’s strategic objectives and departmental tasks, such as annual objectives. • Employees conduct self - assessment and describe their achievement of goals, challenges encountered, achievements and learning gains in the past period. Employee Self - appraisal • Supervisor or manager assesses the employee’s work performance, including work attitude, quality of work, efficiency in completing tasks, and teamwork competency. Supervisor Appraisal • Supervisors conduct interviews with employees to give feedback on the assessment results, discuss their performance highlights and areas for improvement, formulate improvement measures, and discuss career development. • Based on the assessment results, employees have the opportunity to obtain bonuses, promotions, training opportunities or other forms of incentives. Performance Appraisal and Feedback Process In order to make the Company ’ s remuneration system more competitive and fair, in China, Ascentage Pharma conducts annual employee remuneration research . During the Reporting Period, through peer benchmarking and big data analysis, we clarified our market position, remuneration gap and employees ’ feedback, and formulated remuneration improvement plan accordingly . We further optimized the ratio of fixed and variable remuneration, refined performance appraisal criteria, and increased and adjusted remuneration and benefits programs, thereby improving employee satisfaction and promoting the achievement of the Company ’ s overall performance objectives . To accurately identify, cultivate, retain and develop talents, the Company has also formulated a long - term incentive plan, namely the employee stock ownership plan, which covers all employees from the senior management, middle management and key entry - level positions on management and technology . The core incentive method of this plan is mainly restricted shares, supplemented by cash incentives, aiming to motivate employees in all aspects . During the Reporting Period, Ascentage Pharma completed two rounds of stock incentive grants, with a 100 % employee coverage rate .
78 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 5.2.2 Talent Cultivation At Ascentage Pharma , we firmly believe that every employee is an integral part of the Company . In China , to this end , we have formulated the Rank Channel Management System lj ( 㚧㍊䙊䚃㇑⨶ࡦᓖ NJ ) to set up comprehensive career development channels and personalized career development plans for employees, which helps them achieve their career development targets . At the same time, we provide employees with all - rounded training and development paths to fully support them in realizing self - fulfillment . The Company continues to conduct the annual talent survey as a top priority of its talent strategy . We maximize the potential of employees by comprehensively assessing their capabilities and potentials, implementing differentiated talent management, identifying key positions and talents, formulating talent development and succession planning, facilitating talent mobility and optimizing team structure, and strengthening communication and feedback mechanisms . In 2024 , we implemented in - depth differentiated talent management initiatives in China . With the commitment to helping employees find a suitable career paths, we customized multiple career development paths, accurately matched professional skills, built a diversified talent evaluation system, nurtured an inclusive culture and implemented flexible incentive mechanism . Differentiated talent management Talent succession planning serves as an important mechanism for the Company to maintain the successful handover of talents in key positions . During the year, we took the Sales Department as a pilot for succession planning, setting up roles A (current employee) and roles B (potential successor) for core positions in China . Through skill and knowledge development training, and orderly position handover arrangements, while incorporating a mentoring system and regular evaluation and feedback mechanism, we effectively ensured the continuity of key positions to enhance the overall stability of the team . Talent succession planning Major initiatives for talent survey We are committed to ensuring that the skills and expertise of our employees are at the forefront of the industry by paying attention to their job - specific development training programs . As such, we provide employees with a variety of career development opportunities . Through our online learning platform, we regularly push selected learning resources for employees who wish to improve their leadership and general and professional capabilities, bringing employees a rich and colorful learning experience .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 79 Environmental, Social and Governance Report 2024 Share • Shine Online Learning Platform In China, as an online learning platform exclusively for Ascentage staff members, Share • Shine platform regularly pushes rich learning resources covering leadership and general and professional capabilities for all employees, so as to help them acquire the soft skills necessary for the workplace and accelerate personal growth and career development . At present, the Share • Shine learning platform offers a total of 1 , 361 courses, of which 406 are internal courses, representing an increase of nearly 80 online courses compared to the end of 2023 . Through the combination of “ course + exam ” and “ compulsory + elective ” , the platform pushes customized projects such as new employee induction training and commercial employee capacity improvement, greatly improving employees ’ learning efficiency . AI - based Course Creation Training Camp In September 2024 , Ascentage Pharma launched a curriculum of AI - based course creation training camp for all employees in China . Focusing on the development situation and technical explanations of AI, and practical operation of AI - based course creation, the training encouraged employees to share their ideas and insights on AI technology, and learn and master the methods and techniques of AI - based course creation, so as to effectively improve the efficiency of course development .
80 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Internal Training Camp for “ Elite Assault ” In July 2024 , in China, multiple departments of Ascentage Pharma jointly developed the internal training camp course of 2024 “ Elite Assault ” for the commercialization team . A total of 13 online intensive trainings sessions and 14 examinations were set up in the training camp . The course covered theoretical knowledge of products (competitive products) and blood diseases, workshops of diagnosis and treatment path, and successful experience sharing . 12 lecturers from the Marketing Department and the Medical Affairs Department gave lectures, 4 excellent front - line sales representatives shared their practical wisdom, and nearly 80 regional managers and sales representatives actively participated in the training, which roundly improved their comprehensive sales capabilities .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 81 Environmental, Social and Governance Report 2024 International Industry - university - research Joint Training In China, Ascentage Pharma has partnered with educational institutions to develop or deliver joint training programs for staff to deepen industry - university - research exchanges and accelerate the process of nurturing international composite talents . We have partnered with the Xi ’ an Jiaotong - Liverpool University to establish an industrial academy, through which the Academy of Pharmacy provides part - time doctoral programs to our employees . After successful graduation, students will be awarded a doctoral degree from the University of Liverpool in the UK . As of the end of the Reporting Period, three employees are studying in Xi ’ an Jiaotong - Liverpool (PhD training program) . Partnering with Chinese Universities to Jointly Nurture Talents • Ascentage Pharma and China Pharmaceutical University partnered to set up a graduate training base for master ’ s degree program, and jointly sought a new model for graduate education . In 2024 , one Professional Master ’ s Degree intern participated in the practice . • Ascentage Pharma and the College of Pharmaceutical Sciences of Soochow University have launched a joint training program . In 2024 , there were two employees studying at Soochow University as the on - job graduates students . • In 2024 , there was one employee studying at Shenyang Pharmaceutical University as an on - job graduates student . In China , in order to encourage employees ’ further learning , the Company has established the Education Subsidy Policy lj ( ᮉ㛢䋷ࣙ᭯ㆆ NJ ) for both regular employees and third - party dispatched employees , which provides eligible employees with subsidies to participate in continuing education , including support for degree programs and certifications , such as education for on - job graduates and doctoral students and vocational qualification education . Subsidies are directly credited to the employees ’ salaries . The Company also offers external professional training and certification opportunities for employees and actively supports employees to participate in various international hematology - oncology academic conferences, so as to promote in - depth exchanges between employees and top experts at home and abroad for valuable experience . At the same time, the Company provides learning funds for employees .
82 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Female Male 7.11 7.61 0 5 10 15 2.29% 53.09% 44.62% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Junior level staff Middle management Senior management Average training hours completed per employee by gender 44.44% 55.56% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Female Male by employee category During the Reporting Period, in China, the training coverage rate of the employees of Ascentage Pharma reached 100 % , with an average training hour of 8 . 75 hours . The data grouped by different categories are as follows : Percentage of trained employees by category by gender
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 83 Environmental, Social and Governance Report 2024 3. Care and Welfare Ascentage Pharma regards employees as its indispensable and valuable members, and highly respects and values each employee . In order to comprehensively optimize employees ’ workplace experience, the Company actively adopts a series of welfare measures to enhance employees ’ mental wellbeing . At the same time, we attach great importance to the construction of communication mechanism with employees, and enhance employee engagement through effective communication, so as to ensure that every employee can deeply feel their importance and value in the course of the Company ’ s development . 1. Measures on Welfare We care for the physical and mental health of our employees through a variety of welfare measures . We have attentively created a comfortable and pleasant office environment, so as to make every employee feel the warmth and harmony like home and achieve a good balance between work and rest . As for online measures, we have created an exclusive friend cycle for Ascentage staff members, namely the “ Staff Home ” , where we share the updates from teams of the Company, shorten the distance between colleagues, and enhance mutual understanding and friendship . For offline measures, we actively carry out different kind of employee care activities, enrich the life of employees and enhance team cohesion . As of the end of the Reporting Period, various of our non - compensation benefit measures had covered 100 % of our employees . 1.15 5.49 9.98 0 5 10 15 by employee category Senior management Middle management Junior level staff
84 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Basic security Health security Humanistic care Family welfare Psychological assistance Infrastructure • Pay the amount of all social insurance and housing provident fund in full for employees • Provide the welfare of health science lecture, supplemental life and medical insurance, sick leave with remuneration, annual health examination, and annual occupational health examination • Provide welfare measures such as annual leave, commuting allowance, meal allowance, overtime pay and transfer, birthday party and holiday gifts, donations and women ’ s day holiday • Provide expatriate employees with special benefits such as offsite work allowance and welfare housing arrangements • Provide flexible working modes such as telecommuting and flexitime office, advocating the work life balance for employees • Organize sports competitions and activities on a regular basis • Provide gifts for marriages and new children, maternity leave, paternity leave, maternity examination leave, parental leave with remuneration, breastfeeding leave, nursing leave and provide supplementary life and medical insurance for employees ’ immediate family members and children • Provide yoga fitness classes for female employees • Establish mother and baby rooms • Provide consolation money for employees in the event of major family changes • We attach great importance to the psychological health of our employees, and have launched the Employee Psychological Assistance Program, which opens a 24 - hour hotline for EAP psychological assistance for each employee, providing one - on - one psychological guidance and consulting services to help employees relieve their mental stress • Set up sports equipment, badminton hall, basketball court, yoga room, gym, fitness trail and office bar with spinning bike • Set up height - adjustable desks and ergonomic chairs to improve workplace comfort for employees • Provide dining and leisure places such as floating coffee bar and staff restaurant
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 85 Environmental, Social and Governance Report 2024 Employee Care Activities • In China, the Company organized a mountain climbing team - building activity for all employees in autumn, with employees from subsidiaries and branches joining together to challenge local peaks . This activity not only enhanced the physical fitness of employees and effectively relieved the pressure of daily work, but also fostered deeper friendships among colleagues during the climbing experience, further cultivating a positive and cohesive corporate culture . • The New Year Party activities of the Company are held in a combination of online and offline methods . Annual summaries and commendations are conducted online to review annual achievements and reward outstanding employees and teams, while variety shows, interactive games and dinners are held offline . The New Year Party activities vividly showcased the Company ’ s corporate culture, strengthened team cohesion, and provided employees with valuable relaxation and networking opportunities, and fostered team harmony and drive for future development . • In China, the Company organized a shuttlecock competition, which engaged 170 enthusiastic employees . Under the guidance of the spirit of “ friendship first, competition second ” , this activity sparked the employees ’ sense of collective honor through intense competition and demonstrated the powerful force of teamwork . • In China, the Company meticulously planned a series of holiday - themed activities, with all employees of subsidiaries/branches actively participating . The ingenious combination of festival activities and interactive games enhanced employees ’ happiness and sense of belonging during the holidays, enabling employees to feel the care and warmth from the Company . In order to promote cultural understanding and collaboration among employees, strengthen the cohesion of cross - regional and cross - cultural teams, and advance the development of a diverse corporate culture, we have organized employee diversity exchange activities . These activities enhanced employees ’ understanding and acceptance of different cultures, fostered close cooperation among cross - cultural teams, improved communication efficiency, and laid a solid foundation for building a diverse corporate culture .
86 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Online cross - regional cultural exchange In 2024 , Ascentage Pharma successfully held its global New Year Party, which successfully brought together employees and leaders from all over the world through an online platform . At the New Year Party, we reviewed the brilliant achievements of the past year, presented outstanding employee awards to outstanding contributors, and invited outstanding employee representatives from different countries to speak on stage to share their experiences and insights on stage . This event facilitated learning and communication among employees across different regions, greatly strengthening friendships among them and fostering a more cohesive global team . Intercultural team/departmental activities in daily work In order to promote the integration of teams or departments engaged in cross - cultural cooperation in daily work , in China , we have organized a series of wonderful activities, such as “ Ascentage Ladies ’ Day ( ӎⴋྣ⾎ㇰ ) ” “ Photography Competition ” “ Guandan Competition ( 㳻∄䌭 ) ” “ Mid - Autumn Festival Activities ” “ Christmas & New Year Activities ” , etc . , which are arranged separately in each subsidiary/branch , and all employees are encouraged to participate . These activities are aimed at enhancing employees ’ communication and collaboration skills in actual work scenarios , helping them effectively address various challenges encountered in cross - cultural cooperation, thereby driving the entire team to improve operational efficiency and stimulate innovation potential .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 87 Environmental, Social and Governance Report 2024 5.3.2 Employee Communication We attach importance to communication with our employees, building an all - round communication system for our employees . We take note of employees ’ needs through communication channels such as the annual employee town hall meetings, the WeChat platform on the Company ’ s intranet, the HR mailbox, and the compliance mailbox, encourage employees to actively participate in the Company ’ s decision - making process, and encourage them to offer their valuable advice . On this basis, we emphasize the employee satisfaction survey frequency and conduct quarterly satisfaction surveys on key areas such as welfare programs and dining environment . In addition, we hold regular internal assessments and take effective improvement measures to continuously enhance the levels of employee satisfaction . Employee Town Hall Meetings In China , in 2024 , the Company successfully held three employee town hall meetings, mainly focusing on the collection of opinions and communication on the issues regarding Remuneration and Performance Management System lj ( 㯚䞜㑮᭸㇑⨶ࡦᓖ NJ ), Management System for Interns lj ( ሖ㘂⭏㇑⨶ࡦᓖ NJ ), Sick Leave Management Measures lj ( ⯵ٷ㇑⨶䗖⌅ NJ ) and Employee Manual lj ( ᐕ NJ ) ( 01 Version), etc . The Company promoted the effective implementation of the systems through all - employee democratic procedures , and solved the problems such as system implementation, rigidity of the systems, poor communication, lack of employee motivation and sense of belonging , etc . The smooth launch of the employee town hall meetings enhanced the effectiveness and execution of the system, significantly bolstering up employees ’ engagement and their bond with the Company, thereby laying a solid foundation for the long - term development of the company .
88 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 In 2024 , in China , we formulated the Employee Appeal Management System lj ( ᐕ⭣䁤㇑ ⨶ࡦᓖ NJ ) and collected the employee engagement survey results to provide employees with a formal and confidential complaint reporting mechanism , further standardize the extent of human resource - related grievance reporting or escalation procedures, and specify the way of complaint, acceptance and investigation, handling process and confidentiality protection measures . In addition , the human resources department has set up a dedicated HQHR public mailbox for handling employee complaints , including but not limited to issues such as employees being unfairly treated or having their rights and interests jeopardized , and guarantees strict confidentiality in the handling process and timely feedback on the progress of investigation . As of the end of the Reporting Period, we have not received any complaints from employees regarding any violation incidents . 5 . 4 Welcoming Community With our dedication to social responsibility, we pay close attention to the needs of the community, actively participate in public welfare and charitable undertakings, take practical actions to fulfill corporate social responsibility, and strive to build a harmonious and warm community home . With a deep sense of responsibility and mission, we convey love with actions and repay society with sincerity .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 89 Environmental, Social and Governance Report 2024 “ Ascentage Pharma Hope Forest ” Project Since June 2022 , in China , the Company collaborated with the China Green Foundation , we plant an “ Ascentage Pharma Hope Forest ” in Chaoyang City , Liaoning Province , with the aim of sowing seeds of hope and spreading the power of life to CML patients . In 2024 , we further extended the “ Ascentage Pharma Hope Forest ” project and carefully selected a series of high - quality sporting goods such as basketball, badminton and table tennis sets to be donated to the local Beisijiazi Primary School ( ेഋᇦᆀሿᆨ ) on a regular basis , to help the children exercise and keep healthy, so that they can enjoy the joy of sports as they grow up, and realize the value of teamwork and the spirit of perseverance in the process of sports . Olverembatinib Donation Program of Individual Medical Assistance In May 2024 , in China, Ascentage Pharma Olverembatinib Donation Program of Individual Medical Assistance was officially launched in Shunjian, Guangzhou, with the donation of medical assistance funds for olverembatinib to Quzhou Medical Health and Community Development Foundation with the aim of providing assistance to patients with T 315 I mutant indications in Quzhou City . The successful implementation of this project has solved the problem of drug accessibility and alleviated the burden of high medical expenses for patients with T 315 I mutant indications, fully demonstrating Ascentage Pharma ’ s outstanding performance and firm belief in fulfilling its social responsibility and commitment .
90 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Appendices Appendix I – ESG Key Performance Indicators (KPIs) Unit Data in 2024 Data in 2023 Data in 2022 ENVIRONMENTAL PERFORMANCE Direct energy consumption liter 30.00 33.00 35.00 Total diesel consumption liter 3,196.00 3,314.00 3,366.00 Total gasoline consumption m 3 815,882.00 959,135.00 611,179.50 Total natural gas consumption kWh 7,330,482.50 8,613,703.42 5,499,845.56 Total direct energy consumption kWh/RMB10,000 revenue 74.75 388.00 262.26 Intensity of direct energy consumption Indirect energy consumption kWh 10,269,138.00 9,986,720.90 7,152,347.39 Total electricity consumption kWh/RMB10,000 revenue 104.72 449.85 341.06 Intensity of electricity consumption Comprehensive energy consumption 17 kWh 17,599,620.50 18,600,424.32 12,652,192.95 Total comprehensive energy consumption kWh/RMB10,000 revenue 179.47 837.86 603.32 Intensity of comprehensive energy consumption Greenhouse gas emissions 18 tCO 2 e 1,771.22 2,081.23 1,329.00 Greenhouse gas emissions (scope 1) tCO 2 e 5,510.42 5,695.43 4,078.98 Greenhouse gas emissions (scope 2) 17 18 Comprehensive energy consumption is calculated in accordance with the General Rules for Calculation of the Comprehensive Energy Consumption lj ( ㏌ਸ㜭㙇䀸㇇䙊ࡷ NJ ) (GB 2589 - 2020 ) issued by the State Administration for Market Regulation and Standardization Administration of China . Scope 1 greenhouse gas emissions involve the consumption of diesel , gasoline and natural gas , and the emission factors come from the Guidelines for Calculation Methods and Reporting of Greenhouse Gas Emissions from Industrial and Other Industrial Enterprises lj ( ᐕᾝަԆ 㹼ᾝԱᾝⓛᇔ≓億ᧂ᭮Ṩ㇇ᯩ⌅㠷ᤷই NJ ) announced by the National Development and Reform Commission . Scope 2 greenhouse gas emissions involve purchased electricity, and the emission factors come from the Announcement on Issuing the CO 2 Emission Factor of Electric Power in 2022 lj ( 䰌ᯬⲬո 2022 ᒤ䴫࣋Ҽ≗ॆ⻣ᧂ᭮ഐᆀⲴޜ NJ ) issued by the Ministry of Ecology and Environment . In 2024 , the Company launched the accounting of Scope 3 greenhouse gas emissions, and emission categories involved including purchased goods and services, fixed assets, fuel and energy related activities, upstream transportation and distribution, waste from operations, business travel, employee commuting, downstream transportation and distribution categories . Among them, the activity level data are from the financial system data of the Company and the estimated statistics of relevant departments , and the emission factors are from the China Greenhouse Gas Emission Coefficient Library for Product Life Cycle ( 2022 ) lj ( ѝ഻⭒૱ޘ⭏ભ䙡ᵏⓛᇔ≓億ᧂ᭮㌫ᮨ䳶 ( 2022 ) NJ ) issued by the Environmental Planning Institute of the Ministry of Ecology and Environment .
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 91 Environmental, Social and Governance Report 2024 Unit Data in 2024 Data in 2023 Data in 2022 ENVIRONMENTAL PERFORMANCE tCO 2 e 7,281.64 7,776.66 5,407.99 Greenhouse gas emissions (scope 1, 2) tCO 2 e/ RMB10,000 revenue 0.07 0.35 0.26 Intensity of greenhouse gas emissions (scope 1, 2) tCO 2 e 129.75 112.18 / Greenhouse gas emissions (scope 3) C1: Purchased goods and services tCO 2 e 646.20 / / Greenhouse gas emissions (scope 3) C2: Fixed Assets tCO 2 e 464.43 / / Greenhouse gas emissions (scope 3) C3: Fuel and energy related activities tCO 2 e 0.07 0.07 / Greenhouse gas emissions (scope 3) C4: Upstream transportation and distribution tCO 2 e 0.26 / / Greenhouse gas emissions (scope 3) C5: Waste from operations tCO 2 e 426.91 1,008.00 / Greenhouse gas emissions (scope 3) C6: Business travel tCO 2 e 112.42 188.72 / Greenhouse gas emissions (scope 3) C7: Employee Commuting tCO 2 e 0.37 0.55 / Greenhouse gas emissions (scope 3) C9: Downstream transportation and distribution tCO 2 e 1,780.41 1,309.53 / Greenhouse gas emissions (scope 3) tCO 2 e/ RMB10,000 revenue 0.02 0.06 / Intensity of greenhouse gas emissions (scope 3)
92 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Unit Data in 2024 Data in 2023 Data in 2022 ENVIRONMENTAL PERFORMANCE Waste gas emissions 19 ton 0.66 0.79 0.13 Oxynitride ton 0.06 / / Sulfur oxides ton 0.44 0.19 0.05 Non - methane hydrocarbon Wastewater discharge 20 ton 83,631.00 60,671.00 56,092.50 Total wastewater discharge ton 0.62 0.91 0.65 COD emission ton 0.02 0.02 0.02 Ammonia nitrogen emission Water consumption ton 121,238.00 115,526.00 94,968.00 Total water consumption ton/RMB10,000 revenue 1.24 5.20 4.53 Intensity of total water consumption Waste produced ton 19.69 16.87 12.85 Non - hazardous waste produced 21 Kg/RMB10,000 revenue 0.20 0.76 0.61 Intensity of non - hazardous waste produced ton 59.25 47.91 26.08 Hazardous waste produced 22 Kg/RMB10,000 revenue 0.60 2.16 1.24 Intensity of hazardous waste produced 19 20 21 22 The Company ’ s waste gas emissions are mainly nitrogen oxides, sulfur oxides and non - methane hydrocarbons. The Company ’ s wastewater discharge categories are mainly laboratory wastewater and domestic wastewater, and the wastewater pollutants are mainly COD and ammonia nitrogen. The Company ’ s non - hazardous waste mainly includes domestic waste, kitchen waste, waste paper and waste plastic. The Company ’ s hazardous waste mainly includes medical wastes, waste organic solutions, other laboratory wastes, waste fluorescent tubes and waste activated carbon.
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 93 Environmental, Social and Governance Report 2024 Unit Data in 2024 Data in 2023 Data in 2022 Social performance Number of suppliers by region / 97 73 62 Overseas / 978 905 961 Mainland China and Hong Kong, Macau and Taiwan Intellectual property piece 63 42 32 Number of patent applications piece 43 51 56 Number of patents issued person 567 586 580 Total number of employees – By employment category person 567 586 580 Full - time person 0 0 0 Part - time – By gender person 252 259 257 Male person 315 327 323 Female – By age group person 47 73 106 Aged 30 or below person 453 459 411 Aged 30 - 50 person 67 54 63 Aged 50 or above – By region person 461 488 495 Mainland China person 106 98 85 Overseas % 16.58 13.14 29.31 Total turnover rate of employees – By gender % 16.73 13.13 38.13 Male % 16.46 13.15 22.29 Female
94 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Unit Data in 2024 Data in 2023 Data in 2022 Social performance – By age group % 34.04 19.18 24.53 Aged 30 or below % 14.79 12.85 28.71 Aged 30 - 50 % 15.94 7.41 41.27 Aged 50 or above – By Region % 18 13.93 26.46 Mainland China % 10.38 1.02 45.88 Overseas % 100 100 100 Percentage of employees trained – By gender % 44.44 44.20 44.31 Male % 55.56 55.80 55.69 Female – By employee category % 2.29 4.44 4.83 Senior management % 53.09 50.34 44.83 Middle management % 44.62 45.22 50.34 Ordinary staff hour 8.75 8.2 8.9 Average training hours completed per employee – By gender hour 7.11 8.10 8.84 Male hour 7.61 8.23 9.02 Female – By employee category hour 1.15 3.00 3.00 Senior management hour 5.49 7.02 7.93 Middle management hour 9.98 9.96 10.40 Ordinary staff person 0 0 0 Number of work - related fatalities % 0 0 0 Ratio of work - related fatalities day 0 0 0 Workdays lost due to work - related injuries RMB10,000 632.2 200 200 Amount donated to the community
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 95 Environmental, Social and Governance Report 2024 Appendix II – Hong Kong Stock Exchange Environmental, Social and Governance Reporting Code Content Index Index Subject Areas, Aspects, General Disclosures and KPIs Environmental Green Production, Safety Information on: General Assurance (a) the policies; and Disclosure – Environmental (b) compliance with relevant laws and regulations Management, Emission that have a significant impact on the issuer relating to air and Management greenhouse gas emissions, discharges into water and land, and generation of hazardous and non - hazardous waste. Appendix I – ESG Key The types of emissions and respective emissions Data. A1.1 Performance Indicators (KPIs) Appendix I – ESG Key Direct (Scope 1) and energy indirect (Scope 2) greenhouse A1.2 Performance Indicators (KPIs) gas emissions and intensity. A1: Emissions Appendix I – ESG Key Total hazardous waste produced and intensity. A1.3 Performance Indicators (KPIs) Appendix I – ESG Key Total non - hazardous waste produced and intensity. A1.4 Performance Indicators (KPIs) Green Production, Safety Description of emission target(s) set and steps taken to A1.5 Assurance achieve them. – Emission Management Green Production, Safety Description of how hazardous and non - hazardous wastes A1.6 Assurance are handled, and a description of reduction target(s) set and – Emission Management steps taken to achieve them.
96 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Index Subject Areas, Aspects, General Disclosures and KPIs Green Production, Safety Assurance – Response to climate change, emissions management Policies on the efficient use of resources, including energy, water and other raw materials. General Disclosure A2: Use of Resources Appendix I – ESG Key Performance Indicators (KPIs) Direct and/or indirect energy consumption by type (e.g. electricity, gas or oil) in total and intensity. A2.1 Appendix I – ESG Key Performance Indicators (KPIs) Water consumption in total and intensity. A2.2 Green Production, Safety Assurance – Tackling Climate Change Description of energy use efficiency target(s) set and steps taken to achieve them. A2.3 Green Production, Safety Assurance – Emission Management Description of whether there is any issue in sourcing water that is fit for purpose, water efficiency target(s) set and steps taken to achieve them. A2.4 The current production activities of Ascentage Pharma do not involve the use of packaging materials. Therefore, this indicator is not applicable currently Total packaging material used for finished products and with reference to per unit produced. A2.5 Green Production, Safety Assurance – Tackling Climate Change Policies on minimising the issuer ’ s significant impacts on the environment and natural resources. General Disclosure A3: The Environment and Natural Resources Green Production, Safety Assurance – Tackling Climate Change Description of the significant impacts of activities on the environment and natural resources and the actions taken to manage them. A3.1
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 97 Environmental, Social and Governance Report 2024 Subject Areas, Aspects, General Disclosures and KPIs Index Social Empowering Talents to Create Warmth Together – Employment Information on: (a) the policies; and (b) compliance with relevant laws and regulations that have a significant impact on the issuer relating to compensation and dismissal, recruitment and promotion, working hours, rest periods, equal opportunity, diversity, anti - discrimination, and other benefits and welfare. General Disclosure B1: Employment Appendix I – ESG Key Performance Indicators (KPIs) Total workforce by gender, employment type, age group and geographical region. B1.1 Appendix I – ESG Key Performance Indicators (KPIs) Employee turnover rate by gender, age group and geographical region. B1.2 Green Production, Safety Assurance – Occupational Health and Safety Information on: (a) the policies; and (b) compliance with relevant laws and regulations that have a significant impact on the issuer relating to providing a safe working environment and protecting employees from occupational hazards. General Disclosure B2: Health and Safety Appendix I – ESG Key Performance Indicators (KPIs) Number and rate of work - related fatalities occurred in each of the past three years. B2.1 Appendix I – ESG Key Performance Indicators (KPIs) Workdays lost due to work - related injuries. B2.2 Green Production, Safety Assurance – Occupational Health and Safety Description of occupational health and safety measures adopted, and how they are implemented and monitored. B2.3
98 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Subject Areas, Aspects, General Disclosures and KPIs Index Empowering Talents to Create Warmth Together – Talent Development Policies on improving employees ’ knowledge and kills for discharging duties at work. Description of raining activities. General Disclosure B3: Development and Training Appendix I – ESG Key Performance Indicators (KPIs) The percentage of employees trained by gender and employee category. B3.1 Appendix I – ESG Key Performance Indicators (KPIs) The average training hours completed per employee by gender and employee category. B3.2 Empowering Talents to Create Warmth Together – Employment Information on: (a) the policies; and (b) compliance with relevant laws and regulations that have a significant impact on the issuer relating to preventing child and forced labor. General Disclosure B4: Labor Standards Empowering Talents to Create Warmth Together – Employment Description of measures to review employment practices to avoid child and forced labor. B4.1 Empowering Talents to Create Warmth Together – Employment Description of steps taken to eliminate such practices when discovered. B4.2 Strict Quality Control and Sustainable Supply – Supply Chain Management Policies on managing environmental and social risks of the supply chain. General Disclosure B5: Supply Chain Management Appendix I – ESG Key Performance Indicators (KPIs) Number of suppliers by geographical region. B5.1 Strict Quality Control and Sustainable Supply – Supply Chain Management Description of practices relating to engaging suppliers, number of suppliers where the practices are being implemented, and how they are implemented and monitored. B5.2 Strict Quality Control and Sustainable Supply – Supply Chain Management Description of practices used to identify environmental and social risks along the supply chain, and how they are implemented and monitored. B5.3 Strict Quality Control and Sustainable Supply – Supply Chain Management Description of practices used to promote environmentally preferable products and services when selecting suppliers, and how they are implemented and monitored. B5.4
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 99 Environmental, Social and Governance Report 2024 Subject Areas, Aspects, General Disclosures and KPIs Index Strict Quality Control and Sustainable Supply – Quality and Safety Information on: (a) the policies; and (b) compliance with relevant laws and regulations that have a significant impact on the issuer relating to health and safety, advertising, labelling and privacy matters relating to products and services provided and methods of redress. General Disclosure B6: Product Responsibility Strict Quality Control and Sustainable Supply – Quality and Safety Percentage of total products sold or shipped subject to recalls for safety and health reasons. B6.1 Strict Quality Control and Sustainable Supply – Excellent Services Number of products and service - related complaints received and how they are dealt with. B6.2 Global Presence & R&D and Innovation – Intellectual Property Rights Description of practices relating to observing and protecting intellectual property rights. B6.3 Strict Quality Control and Sustainable Supply – Quality and Safety Description of quality assurance process and recall procedures. B6.4 Strict Quality Control and Sustainable Supply – Excellent Services Description of consumer data protection and privacy policies, and how they are implemented and monitored. B6.5
100 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Subject Areas, Aspects, General Disclosures and KPIs Index Corporate Governance and Solid Foundations – Business Ethics Information on: (a) the policies; and (b) compliance with relevant laws and regulations that have a significant impact on the issuer relating to bribery, extortion, fraud and money laundering. General Disclosure B7. Anticorruption Corporate Governance and Solid Foundations – Business Ethics Number of concluded legal cases regarding corrupt practices brought against the issuer or its employees during the Reporting Period and the outcomes of the cases. B7.1 Corporate Governance and Solid Foundations – Business Ethics Description of preventive measures and whistle blowing procedures, and how they are implemented and monitored. B7.2 Corporate Governance and Solid Foundations – Business Ethics Description of anti - corruption training provided to directors and staff. B7.3 Empowering Talents to Create Warmth Together – Warming Community Policies on community engagement to understand the needs of the communities where the issuer operates and to ensure its activities take into consideration the communities ’ interests. General Disclosure B8: Community Investment Empowering Talents to Create Warmth Together – Welcoming Community Focus areas of contribution (e.g. education, environmental concerns, labor needs, health, culture, sport). B8.1 Empowering Talents to Create Warmth Together – Welcoming Community Resources contributed (e.g. money or time) to the focus area. B8.2
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 101 Environmental, Social and Governance Report 2024 Part D: Climate - related Disclosures Index Climate - related Disclosures Requirements 19. An issuer shall disclose information about: (I) Governance (a) the governance body(s) (which can include a board, committee or equivalent body charged with governance) or individual(s) responsible for oversight of climate - related risks and opportunities. Specifically, the issuer shall identify that body(s) or individual(s) and disclose information about: Green Production, Safety Assurance – Tackling Climate Change (i) how the body(s) or individual(s) determines whether appropriate skills and competencies are available or will be developed to oversee strategies designed to respond to climate - related risks and opportunities Green Production, Safety Assurance – Tackling Climate Change (ii) how and how often the body(s) or individual(s) is informed about climate - related risks and opportunities Green Production, Safety Assurance – Tackling Climate Change (iii) how the body(s) or individual(s) takes into account climate - related risks and opportunities when overseeing the issuer ’ s strategy, its decisions on major transactions, and its risk management processes and related policies, including whether the body(s) or individual(s) has considered trade - offs associated with those risks and opportunities Green Production, Safety Assurance – Tackling Climate Change (iv) how the body(s) or individual(s) oversees the setting of, and monitors progress towards, targets related to climate - related risks and opportunities (see paragraphs 37 to 40), including whether and how related performance metrics are included in remuneration policies (see paragraph 35) (b) management ’ s role in the governance processes, controls and procedures used to monitor, manage and oversee climate - related risks and opportunities, including information about: Green Production, Safety Assurance – Tackling Climate Change (i) whether the role is delegated to a specific management - level position or management - level committee and how oversight is exercised over that position or committee Green Production, Safety Assurance – Tackling Climate Change (ii) whether management uses controls and procedures to support the oversight of climate - related risks and opportunities and, if so, how these controls and procedures are integrated with other internal functions
102 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements Climate - related risks and opportunities 20. An issuer shall disclose information to enable an understanding of climate - related risks and opportunities that could reasonably be expected to affect the issuer ’ s cash flows, its access to finance or cost of capital over the short, medium or long term. Specifically, the issuer shall: (II) Strategy Green Production, Safety Assurance – Tackling Climate Change (a) describe climate - related risks and opportunities that could reasonably be expected to affect the issuer ’ s cash flows, its access to finance or cost of capital over the short, medium or long term Green Production, Safety Assurance – Tackling Climate Change (b) explain, for each climate - related risk the issuer has identified, whether the issuer considers the risk to be a climate - related physical risk or climate - related transition risk Green Production, Safety Assurance – Tackling Climate Change (c) specify, for each climate - related risk and opportunity the issuer has identified, over which time horizons – short, medium or long term – the effects of each climate - related risk and opportunity could reasonably be expected to occur Green Production, Safety Assurance – Tackling Climate Change (d) explain how the issuer defines ‘ short term ’ , ‘ medium term ’ and ‘ long term ’ and how these definitions are linked to the planning horizons used by the issuer for strategic decision - making Business model and value chain 21 . An issuer shall disclose information that enables an understanding of the current and anticipated effects of climate - related risks and opportunities on the issuer ’ s business model and value chain . Specifically, the issuer shall disclose : Green Production, Safety Assurance – Tackling Climate Change (a) a description of the current and anticipated effects of climate - related risks and opportunities on the issuer ’ s business model and value chain Green Production, Safety Assurance – Tackling Climate Change (b) a description of where in the issuer ’ s business model and value chain climate - related risks and opportunities are concentrated (for example, geographical areas, facilities and types of assets)
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 103 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements Strategy and decision - making 22. An issuer shall disclose information that enables an understanding of the effects of climate - related risks and opportunities on its strategy and decision - making. Specifically, the issuer shall disclose: (a) information about how the issuer has responded to, and plans to respond to, climate - related risks and opportunities in its strategy and decision - making, including how the issuer plans to achieve any climate - related targets it has set and any targets it is required to meet by law or regulation. Specifically, the issuer shall disclose information about: Green Production, Safety Assurance – Tackling Climate Change (i) current and anticipated changes to the issuer ’ s business model, including its resource allocation, to address climate - related risks and opportunities Green Production, Safety Assurance – Tackling Climate Change (ii) current and anticipated adaptation and mitigation efforts (whether direct or indirect) Green Production, Safety Assurance – Tackling Climate Change (iii) any climate - related transition plan the issuer has (including information about key assumptions used in developing its transition plan, and dependencies on which the issuer ’ s transition plan relies), or an appropriate negative statement where the issuer does not have a climate - related transition plan Green Production, Safety Assurance – Tackling Climate Change (iv) how the issuer plans to achieve any climate - related targets (including any greenhouse gas emissions targets (if any)) set out in paragraphs 37 to 40 Green Production, Safety Assurance – Tackling Climate Change (b) information about how the issuer is resourcing, and plans to resource, the activities disclosed in accordance with paragraph 22(a) Green Production, Safety Assurance – Tackling Climate Change 23. An issuer shall disclose information about the progress of plans disclosed in previous reporting periods in accordance with paragraph 22(a)
104 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements Financial position, financial performance and cash flows Current financial effect 24. An issuer shall disclose qualitative and quantitative information about: Green Production, Safety Assurance – Tackling Climate Change (a) how climate - related risks and opportunities have affected its financial position, financial performance and cash flows for the Reporting Period Green Production, Safety Assurance – Tackling Climate Change (b) the climate - related risks and opportunities identified in paragraph 24(a) for which there is a significant risk of a material adjustment within the next annual Reporting Period to the carrying amounts of assets and liabilities reported in the related financial statements Plan to be disclosed through the 2025 Environmental, Social and Governance Report Financial position, financial performance and cash flows Anticipated financial effect 25. The issuer shall provide qualitative and quantitative disclosures about: (a) how the issuer expects its financial position to change over the short, medium and long term, given its strategy to manage climate - related risks and opportunities, taking into consideration: Plan to be disclosed through the 2025 Environmental, Social and Governance Report (i) its investment and disposal plans Plan to be disclosed through the 2025 Environmental, Social and Governance Report (ii) its planned sources of funding to implement its strategy
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 105 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements Plan to be disclosed through the 2025 Environmental, Social and Governance Report (b) how the issuer expects its financial performance and cash flows to change over the short, medium and long term, given its strategy to manage climate - related risks and opportunities Climate resilience 26. An issuer shall disclose information that enables an understanding of the resilience of the issuer ’ s strategy and business model to climate - related changes, developments and uncertainties, taking into consideration the issuer ’ s identified climate - related risks and opportunities. An issuer shall use climate - related scenario analysis to assess its climate resilience using an approach that is commensurate with an issuer ’ s circumstances. In providing quantitative information, the issuer may disclose a single amount or a range. Specifically, the issuer shall disclose: (a) the issuer ’ s assessment of its climate resilience as at the reporting date, which shall enable an understanding of: Green Production, Safety Assurance – Tackling Climate Change (i) the implications, if any, of the issuer ’ s assessment for its strategy and business model, including how the issuer would need to respond to the effects identified in the climate - related scenario analysis Green Production, Safety Assurance – Tackling Climate Change (ii) the significant areas of uncertainty considered in the issuer ’ s assessment of its climate resilience Green Production, Safety Assurance – Tackling Climate Change (iii) the issuer ’ s capacity to adjust, or adapt its strategy and business model to climate change over the short, medium or long term
106 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements (b) how and when the climate - related scenario analysis was carried out, including: (i) information about the inputs used, including: Green Production, Safety Assurance – Tackling Climate Change (1) which climate - related scenarios the issuer used for the analysis and the sources of such scenarios Green Production, Safety Assurance – Tackling Climate Change (2) whether the analysis included a diverse range of climate - related scenarios Green Production, Safety Assurance – Tackling Climate Change (3) whether the climate - related scenarios used for the analysis are associated with climate - related transition risks or climate - related physical risks Green Production, Safety Assurance – Tackling Climate Change (4) whether the issuer used, among its scenarios, a climate - related scenario aligned with the latest international agreement on climate change Green Production, Safety Assurance – Tackling Climate Change (5) why the issuer decided that its chosen climate - related scenarios are relevant to assessing its resilience to climate - related changes, developments or uncertainties Green Production, Safety Assurance – Tackling Climate Change (6) time horizons the issuer used in the analysis Green Production, Safety Assurance – Tackling Climate Change (7) what scope of operations the issuer used in the analysis (for example, the operation, locations and business units used in the analysis)
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 107 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements Green Production, Safety Assurance – Tackling Climate Change (ii) the key assumptions the issuer made in the analysis Green Production, Safety Assurance – Tackling Climate Change (iii) the reporting period in which the climate - related scenario analysis was carried out 27. An issuer shall disclose information about: (III) Risk Management (a) the processes and related policies it uses to identify, assess, prioritise and monitor climate - related risks, including information about: Green Production, Safety Assurance – Tackling Climate Change (i) the inputs and parameters the issuer uses (for example, information about data sources and the scope of operations covered in the processes) Green Production, Safety Assurance – Tackling Climate Change (ii) whether and how the issuer uses climate - related scenario analysis to inform its identification of climate - related risks Green Production, Safety Assurance – Tackling Climate Change (iii) how the issuer assesses the nature, likelihood and magnitude of the effects of those risks (for example, whether the issuer considers qualitative factors, quantitative thresholds or other criteria) Green Production, Safety Assurance – Tackling Climate Change (iv) whether and how the issuer prioritises climate - related risks relative to other types of risks Green Production, Safety Assurance – Tackling Climate Change (v) how the issuer monitors climate - related risks
108 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements Green Production, Safety Assurance – Tackling Climate Change (vi) whether and how the issuer has changed the processes it uses compared with the previous reporting period Green Production, Safety Assurance – Tackling Climate Change (b) the processes the issuer uses to identify, assess, prioritise and monitor climate - related opportunities (including information about whether and how the issuer uses climate - related scenario analysis to inform its identification of climate - related opportunities) Green Production, Safety Assurance – Tackling Climate Change (c) the extent to which, and how, the processes for identifying, assessing, prioritising and monitoring climate - related risks and opportunities are integrated into and inform the issuer ’ s overall risk management process Greenhouse gas emissions 28. An issuer shall disclose its absolute gross greenhouse gas emissions generated during the reporting period, expressed as metric tons of CO 2 equivalent, classified as: (IV) Metrics and Targets Green Production, Safety Assurance – Tackling Climate Change (a) Scope 1 greenhouse gas emissions Green Production, Safety Assurance – Tackling Climate Change (b) Scope 2 greenhouse gas emissions Green Production, Safety Assurance – Tackling Climate Change (c) Scope 3 greenhouse gas emissions 29. An issuer shall: (a) measure its greenhouse gas emissions in accordance with the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (2004) unless required by a jurisdictional authority or another exchange on which the issuer is listed to use a different method for measuring greenhouse gas emissions
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 109 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements (b) disclose the approach it uses to measure its greenhouse gas emissions including: Green Production, Safety Assurance – Tackling Climate Change (i) the measurement approach, inputs and assumptions the issuer uses to measure its greenhouse gas emissions Green Production, Safety Assurance – Tackling Climate Change (ii) the reason why the issuer has chosen the measurement approach, inputs and assumptions it uses to measure its greenhouse gas emissions Green Production, Safety Assurance – Tackling Climate Change (iii) any changes the issuer made to the measurement approach, inputs and assumptions during the reporting period and the reasons for those changes Green Production, Safety Assurance – Tackling Climate Change (c) for Scope 2 greenhouse gas emissions disclosed in accordance with paragraph 28(b), disclose its location - based Scope 2 greenhouse gas emissions, and provide information about any contractual instruments that is necessary to enable an understanding of the issuer ’ s Scope 2 greenhouse gas emissions Green Production, Safety Assurance – Tackling Climate Change (d) for Scope 3 greenhouse gas emissions disclosed in accordance with paragraph 28(c), disclose the categories included within the issuer ’ s measure of Scope 3 greenhouse gas emissions, in accordance with the Scope 3 categories described in the Greenhouse Gas Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard (2011) Green Production, Safety Assurance – Tackling Climate Change Climate - related transition risks 30. An issuer shall disclose the amount and percentage of assets or business activities vulnerable to climate - related transition risks Green Production, Safety Assurance – Tackling Climate Change Climate - related physical risks 31. An issuer shall disclose the amount and percentage of assets or business activities vulnerable to climate - related physical risks
110 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements Green Production, Safety Assurance – Tackling Climate Change Climate - related opportunities 32. An issuer shall disclose the amount and percentage of assets or business activities aligned with climate - related opportunities Plan to be disclosed through the 2025 Environmental, Social and Governance Report Capital deployment 33. An issuer shall disclose the amount of capital expenditure, financing or investment deployed towards climate - related risks and opportunities Internal carbon prices 34. An issuer shall disclose: Not applicable (a) an explanation of whether and how the issuer is applying a carbon price in decision - making (for example, investment decisions, transfer pricing, and scenario analysis) Not applicable (b) the price of each metric tonne of greenhouse gas emissions the issuer uses to assess the costs of its greenhouse gas emissions Protecting Our Planet : Climate Change Remuneration 35 . An issuer shall disclose whether and how climate - related considerations are factored into remuneration policy, or an appropriate negative statement . This may form part of the disclosure under paragraph 19 (a)(iv) Not applicable Industry - based metrics 36. An issuer is encouraged to disclose industry - based metrics that are associated with one or more particular business models, activities or other common features that characterise participation in an industry. In determining the industry - based metrics that the issuer discloses, an issuer is encouraged to refer to and consider the applicability of the industry - based metrics associated with disclosure topics described in the IFRS S2 Industry - based Guidance on implementing Climate - related Disclosures and other industry - based disclosure requirements prescribed under other international ESG reporting frameworks
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 111 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements Climate - related targets 37. An issuer shall disclose (a) the qualitative and quantitative climate - related targets the issuer has set to monitor progress towards achieving its strategic goals; and (b) any targets the issuer is required to meet by law or regulation, including any greenhouse gas emissions targets. For each target, the issuer shall disclose Green Production, Safety Assurance – Tackling Climate Change (a) the metric used to set the target Green Production, Safety Assurance – Tackling Climate Change (b) the objective of the target (for example, mitigation, adaptation or conformance with science - based initiatives) Green Production, Safety Assurance – Tackling Climate Change (c) the part of the issuer to which the target applies (for example, whether the target applies to the issuer in its entirety or only a part of the issuer, such as a specific business unit or geographic region) Green Production, Safety Assurance – Tackling Climate Change (d) the period over which the target applies Green Production, Safety Assurance – Tackling Climate Change (e) the base period from which progress is measured Green Production, Safety Assurance – Tackling Climate Change (f) milestones or interim targets (if any) Green Production, Safety Assurance – Tackling Climate Change (g) if the target is quantitative, whether the target is an absolute target or an intensity target
112 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements Green Production, Safety Assurance – Tackling Climate Change (h) how the latest international agreement on climate change, including jurisdictional commitments that arise from that agreement, has informed the target 38. An issuer shall disclose information about its approach to setting and reviewing each target, and how it monitors progress against each target, including: Green Production, Safety Assurance – Environmental Management, Tackling Climate Change (a) whether the target and the methodology for setting the target has been validated by a third party Green Production, Safety Assurance – Environmental Management, Tackling Climate Change (b) the issuer ’ s processes for reviewing the target Green Production, Safety Assurance – Environmental Management, Tackling Climate Change (c) the metrics used to monitor progress towards reaching the target Green Production, Safety Assurance – Environmental Management, Tackling Climate Change (d) any revisions to the target and an explanation for those revisions 39. An issuer shall disclose information about its performance against each climate - related target and an analysis of trends or changes in the issuer ’ s performance
Environmental, Social and Governance Report 2024 Ascentage Pharma Group International 113 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements 40. For each greenhouse gas emissions target disclosed in accordance with paragraphs 37 to 39, an issuer shall disclose: Green Production, Safety Assurance – Environmental Management, Tackling Climate Change (a) which greenhouse gases are covered by the target Green Production, Safety Assurance – Environmental Management, Tackling Climate Change (b) whether Scope 1, Scope 2 or Scope 3 greenhouse gas emissions are covered by the target Green Production, Safety Assurance – Environmental Management, Tackling Climate Change (c) whether the target is a gross greenhouse gas emissions target or a net greenhouse gas emissions target. If the issuer discloses a net greenhouse gas emissions target, the issuer is also required to separately disclose its associated gross greenhouse gas emissions target Green Production, Safety Assurance – Environmental Management, Tackling Climate Change (d) whether the target was derived using a sectoral decarbonisation approach (e) the issuer ’ s planned use of carbon credits to offset greenhouse gas emissions to achieve any net greenhouse gas emissions target . In explaining its planned use of carbon credits, the issuer shall disclose : Not applicable (i) the extent to which, and how, achieving any net greenhouse gas emissions target relies on the use of carbon credits Not applicable (ii) which third - party scheme(s) will verify or certify the carbon credits
114 Ascentage Pharma Group International Environmental, Social and Governance Report 2024 Environmental, Social and Governance Report 2024 Index Climate - related Disclosures Requirements Not applicable (iii) the type of carbon credit, including whether the underlying offset will be nature - based or based on technological carbon removals, and whether the underlying offset is achieved through carbon reduction or removal Not applicable (iv) any other factors necessary to enable an understanding of the credibility and integrity of the carbon credits the issuer plans to use (for example, assumptions regarding the permanence of the carbon offset) Not applicable Applicability of cross - industry metrics and industry - based metrics 41. In preparing disclosures to meet the requirements in paragraphs 21 to 26 and 37 to 38, an issuer shall refer to and consider (i) the applicability of cross - industry metrics (see paragraphs 28 to 35) and (ii) industry - based metrics (see paragraph 36)
Exhibit 99.3
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
ASCENTAGE PHARMA GROUP INTERNATIONAL
亞盛醫藥集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6855)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the AGM of Ascentage Pharma Group International (the “Company”) will be held at 68 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu, China on May 19, 2025 at 10:00 a.m. to transact the following business. In this notice, unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company (the “Circular”) dated April 16, 2025.
ORDINARY RESOLUTIONS
| 1. | To consider and adopt the audited consolidated financial statements of the Company and the reports of the Directors and the auditor for the year ended December 31, 2024. |
| 2. | (a) | To re-elect Dr. Yang Dajun as an Executive Director. |
| (b) | To re-elect Mr. Ye Changqing as an Independent Non-executive Director. |
| (c) | To re-elect Ms. Marina S. Bozilenko as an Independent Non-executive Director. |
| (d) | To re-elect Dr. Debra Yu as an Independent Non-executive Director. |
| (e) | To re-elect Marc E. Lippman, MD as an Independent Non-executive Director. |
| 3. | To authorize the Board to fix all Directors’ remuneration. |
| 4. | To re-appoint Ernst & Young as auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company, and to authorize the Board to fix their remuneration. |
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| 5. | To consider and, if thought fit, pass (with or without amendments), the following resolution as an ordinary resolution: |
“THAT:
| (a) | subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) to allot, issue and deal with the Shares (including sale or transfer of Treasury Shares (has the same meaning ascribed to it under the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), if any) and to make or grant offers, agreements and options which would or might require the exercise of such powers; |
| (b) | the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period; |
| (c) | the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to: |
| (i) | a Rights Issue (as defined below); |
| (ii) | the exercise of the conversion rights attaching to any convertible securities issued by the Company; |
| (iii) | an issue of Shares pursuant to any restricted share unit scheme adopted by the Company; |
| (iv) | any adjustment of rights to subscribe for shares under any options and warrants or a special authority granted by the shareholders of the Company; or |
| (v) | the exercise of any subscription rights which may be granted under any share option scheme or similar arrangement for the time adopted by the Company, |
shall not exceed 20% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of the passing of this resolution), and the said mandate shall be limited accordingly; and
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| (d) | for the purposes of this resolution: |
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
| (i) | the conclusion of the next annual general meeting of the Company; |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; and |
| (iii) | the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders in general meeting. |
“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of Shares or any class of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).”
| 6. | To consider and, if thought fit, pass (with or without amendments), the following resolution as an ordinary resolution: |
“THAT:
| (a) | subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognized stock exchange as amended from time to time; |
| (b) | the total number of Shares to be repurchased by the Company pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of the passing this resolution), and the said mandate shall be limited accordingly; and |
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| (c) | for the purposes of this resolution: |
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
| (i) | the conclusion of the next annual general meeting of the Company; |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; and |
| (iii) | the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders in general meeting.” |
| 7. | To consider and, if thought fit, pass (with or without amendments), the following resolution as an ordinary resolution: |
“THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the “Notice”), the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such power pursuant to the resolution set out in item 5 of the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares repurchased by the Company under the mandate granted pursuant to the resolution set out in item 6 of the Notice, provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of the passing of this resolution).”
| By Order of the Board | |
| Ascentage Pharma Group International | |
| Dr. Yang Dajun | |
| Chairman and Executive Director |
Suzhou, The People’s Republic of China, April 16, 2025
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Notes:
| 1. | All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.ascentagepharma.com) in accordance with the Listing Rules. |
| 2. | Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him. |
| 3. | In case of joint holders of shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders are present at any meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company. |
| 4. | In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (https://evoting.vistra.com/) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:00 a.m. on May 17, 2025) or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked. |
| 5. | For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from May 14, 2025 to May 19, 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on May 13, 2025. |
| 6. | With regard to the ordinary resolution in item 2 of this notice, (i) Dr. Yang Dajun and Mr. Ye Changqing will retire by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM; and (ii) Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD will retire at the AGM and, being eligible, will offer themselves for re-election at the AGM. Details of the above retiring Directors of the Company seeking re-election are set out in Appendix I to the Circular. |
| 7. | An explanatory statement containing information regarding the ordinary resolution in item 6 of this notice is set out in Appendix II to the Circular. |
As at the date of this notice, the Board of Directors of the Company comprises Dr. Yang Dajun as chairman and executive Director, Dr. Wang Shaomeng and Dr. Lu Simon Dazhong as non-executive Directors, and Mr. Ye Changqing, Mr. Ren Wei, Dr. David Sidransky, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD as independent non-executive Directors.
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Exhibit 99.4
| THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION |
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Ascentage Pharma Group International, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
ASCENTAGE PHARMA GROUP INTERNATIONAL
亞盛醫藥集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6855)
PROPOSED RE-ELECTION OF RETIRING DIRECTORS,
PROPOSED GRANTING OF GENERAL MANDATES
TO ISSUE SHARES AND REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
Capitalized terms used in this cover shall have the same meanings as those defined in this circular.
A notice convening the annual general meeting of Ascentage Pharma Group International to be held at 68 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu, China on May 19, 2025 at 10:00 a.m. is set out on pages 21 to 25 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.ascentagepharma.com).
Whether or not you are able to attend the annual general meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (https://evoting.vistra.com/) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for the annual general meeting (i.e. not later than 10:00 a.m. on May 17, 2025) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting if they so wish. For the avoidance of doubt, holders of treasury Shares of the Company, if any, shall abstain from voting at the Company’s general meeting.
References to time and dates in this circular are to Hong Kong time and dates.
April 16, 2025
| Page | |||
| Definitions | 1 | ||
| Letter from the Board | |||
| 1. | Introduction | 5 | |
| 2. | Proposed Re-election of Retiring Directors | 6 | |
| 3. | Proposed Granting of General Mandate to Issue Shares . | 7 | |
| 4. | Proposed Granting of General Mandate to Repurchase Shares | 7 | |
| 5. | Closure of Register of Members | 8 | |
| 6. | Annual General Meeting and Proxy Arrangement | 8 | |
| 7. | Recommendation | 9 | |
| 8. | Additional Information. | 9 | |
| Appendix I | – | Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting | |
| 10 | |||
| Appendix II | – | Explanatory Statement on the Repurchase Mandate | 17 |
| Notice of Annual General Meeting.. | 21 | ||
i
| DEFINITIONS |
| In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: | |
| “2021 RSU Scheme” | the restricted share unit scheme approved by the Board on February 2, 2021 (as amended from time to time) |
| “2024 Annual Report” | the annual report of the Company for the year ended December 31, 2024 |
| “AGM” | the annual general meeting of the Company to be held at 68 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu, China on May 19, 2025 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of AGM which is set out on pages 21 to 25 of this circular, or any adjournment thereof |
| “Articles of Association” | the amended and restated articles of association of the Company (as amended from time to time) |
| “Board” | the board of Directors |
| “China” or “the PRC” | the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan |
| “Company” | Ascentage Pharma Group International (亞盛醫藥集團), an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 6855) |
| “Concert Party Confirmation Deed” | the concert party confirmation deed dated August 11, 2018 executed by Dr. Yang, Dr. Wang, Dr. Guo, Dr. Zhai and the Dr. Zhai SPV, to, agree and acknowledge, among other things, that they are parties acting in concert in relation to our Group since December 5, 2016 and will continue to act in concert after the Listing |
| “Director(s)” | the director(s) of the Company |
| “Dr. Guo” | Dr. Guo Edward Ming, a Substantial Shareholder |
| “Dr. Wang” | Dr. Wang Shaomeng, our non-executive director and a Substantial Shareholder |
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| DEFINITIONS |
| “Dr. Yang” | Dr. Yang Dajun, our executive director, chairman, chief executive officer, a Substantial Shareholder, and spouse of Dr. Zhai |
| “Dr. Zhai” | Dr. Zhai Yifan, our chief medical officer, a Substantial Shareholder, and spouse of Dr. Yang |
| “Dr. Zhai SPV” | HealthQuest Pharma Limited, a company incorporated in BVI with limited liability and wholly owned by Dr. Zhai (for herself and as settlor of the Zhai Family Trust), a Substantial Shareholder |
| “Founders Family Trusts” | Yang Family Trust, Wang Family Trust and Guo Family Trust |
| “Group” | the Company and its subsidiaries |
| “Guo Family Trust” | Ming Edward Guo Dynasty Trust, a discretionary family trust established by Dr. Guo as settlor for the benefits of Dr. Guo’s family members, of which South Dakota Trust is a trustee |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Issuance Mandate” | a general unconditional mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of AGM as set out on pages 21 to 25 of this circular |
| “Latest Practicable Date” | April 15, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular |
| “Listing” | the listing of the Shares on the Main Board of the Stock Exchange |
| “Listing Date” | October 28, 2019, being the date on which the Shares are listed on the Main Board of the Stock Exchange |
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| DEFINITIONS |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “Nomination Committee” | the nomination committee of the Company |
| “Pre-IPO Share Option Scheme” | the pre-IPO share option scheme adopted by the Company on July 13, 2018, the details of which are set out in “Appendix IV – Statutory and General Information – D. Employee Incentive Schemes – 1. Pre-IPO Share Option Scheme” in the Prospectus |
| “Prospectus” | the prospectus of the Company dated October 16, 2019 |
| “Repurchase Mandate” | a general unconditional mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of AGM as set out on pages 21 to 25 of this circular |
| “RSU(s)” | restricted share unit(s) |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s) of US$0.0001 each in the issued capital of the Company |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “South Dakota Trust” | South Dakota Trust Company LLC, the trustee of each of Founders Family Trusts and Zhai Family Trust |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Substantial Shareholder(s)” | has the meaning ascribed to it/them under the Listing Rules and unless the context otherwise requires refers to Dr. Yang, Dr. Wang, Dr. Zhai, Dr. Guo, and HealthQuest Pharma Limited |
| “Takeovers Code” | The Code on Takeovers and Mergers as amended from time to time |
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| DEFINITIONS |
| “Treasury Shares” | has the meaning ascribed to it under the Listing Rules which will come into effect on June 11, 2024 and as amended from time to time |
| “United States” | the United States of America, its territories, its possessions and all areas subject to its jurisdiction |
| “USD” | United States dollars, the lawful currency of the United States |
| “Wang Family Trust” | Shaomeng Wang Dynasty Trust, a discretionary family trust established by Dr. Wang as settlor for the benefits of Dr. Wang’s family members, of which South Dakota Trust is a trustee |
| “Yang Family Trust” | Dajun Yang Dynasty Trust, a discretionary family trust established by Dr. Yang as settlor for the benefits of Dr. Yang’s family members, of which South Dakota Trust is a trustee |
| “Zhai Family Trust” | Yifan Zhai Dynasty Trust, a discretionary family trust established by Dr. Zhai as settlor for the benefits of Dr. Zhai’s family members, of which South Dakota Trust is a trustee |
| “%” | per cent |
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| LETTER FROM THE BOARD |
ASCENTAGE PHARMA GROUP INTERNATIONAL
亞盛醫藥集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6855)
| Executive Director: | Registered Office: |
| Dr. Yang Dajun |
Walkers Corporate Limited 190 Elgin Avenue George Town |
| George Town | |
| Non-executive Directors: | Grand Cayman KY1-9008 |
| Dr. Wang Shaomeng | Cayman Islands |
| Dr. Lu Simon Dazhong | |
| Headquarters and Principal Place of Business in China: | |
| Independent non-executive Directors: | 68 Xinqing Road |
| Mr. Ye Changqing | Suzhou Industrial Park |
| Mr. Ren Wei | Suzhou, Jiangsu |
| Dr. David Sidransky | China |
| Ms. Marina S. Bozilenko | |
| Dr. Debra Yu | Principal Place of Business in Hong Kong: |
| Marc E. Lippman, MD | Unit B, 17/F, United Centre |
| 95 Queensway | |
| Admiralty | |
| Hong Kong |
April 16, 2025
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS,
PROPOSED GRANTING OF GENERAL MANDATES
TO ISSUE SHARES AND REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
| 1. | INTRODUCTION |
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed, and if thought fit, to be approved at the AGM in respect of (i) the proposed re-election of retiring Directors; (ii) the proposed granting of the Issuance Mandate; and (iii) the proposed granting of the Repurchase Mandate.
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| LETTER FROM THE BOARD |
| 2. | PROPOSED RE-ELECTION OF RETIRING DIRECTORS |
In accordance with article 108(a) of the Articles of Association, Dr. Yang Dajun and Mr. Ye Changqing will retire by rotation and being eligible, will offer themselves for re-election at the AGM.
In accordance with article 112 of the Articles of Association, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD will retire and being eligible, will offer themselves for re-election at the AGM.
In identifying suitable candidates for independent non-executive Director, the Nomination Committee shall consider candidates on merit and against the objective criteria, with due regard for the benefits of diversity on the Board made pursuant to the Corporate Governance Code as contained in Appendix C1 to the Listing Rules. The factors considered by the Nomination Committee in assessing the suitability of a proposed candidate for independent non-executive Director include: (i) reputation for integrity; (ii) accomplishment and professional knowledge and industry experience which may be relevant to the Group; (iii) commitment in respect of available time, interest and attention to the businesses of the Group;
(iv) perspectives, skills and experience that the individual can bring to the Board; (v) diversity in all its aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service; (vi) Board succession planning considerations and long term objectives of the Group; and (vii) the independence of such candidate with reference to, among other things, the requirements as set out in Rule 3.13 of the Listing Rules.
The Nomination Committee had assessed and reviewed the written confirmation of independence of each of Mr. Ye Changqing, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD a based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that each of Mr. Ye Changqing, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD remains independent in accordance with Rule 3.13 of the Listing Rules. The Nomination Committee also took into account the diversity aspects in respect of the re-election of Mr. Ye Changqing, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD, with due regard for the benefits of diversity on the Board. In particular, Mr. Ye Changqing has tremendous expertise in professional accounting, financial advisory and investment, which is of particular relevance to the supervision of the Group’s strategy and performance. Ms. Marina S. Bozilenko is currently the President, Chief Executive Officer & Director at Biothea Pharma, Inc., who has more than 30 years of investment banking and other healthcare industry experience. Dr. Debra Yu is s currently the chief operating officer and partner at Panacea Venture, has more than 30 years of experience in strategy, business development, alliance management, investment banking, capital markets and venture capital. Marc E. Lippman, MD is a professor in the departments of oncology and medicine at Georgetown University Medical Center and medical oncologist who specializes entirely in breast cancer. Having considered the background and past experience of Mr. Ye Changqing, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD as mentioned above and as set out in Appendix I of this circular, the Nomination Committee is of the view that they are appropriate candidates to stand for election and their appointment would further enhance the Board’s diversity and performance.
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| LETTER FROM THE BOARD |
The Nomination Committee is also of the view that each of Mr. Ye Changqing, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD has provided valuable contributions to the Company and has demonstrated their abilities to provide independent, balanced and objective view to the Company’s affairs supported by their own perspectives, skills and experience.
Marc E. Lippman, MD, being a member of the Nomination Committee, has abstained from voting on the resolution of the Nomination Committee in connection with his own nomination when it is considered.
Details of the retiring Directors proposed to be re-elected are set out in Appendix I to this circular.
| 3. | PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES |
The current general mandate granted to the Directors to issue Shares pursuant to the ordinary resolution passed at the annual general meeting held on May 10, 2024 will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of AGM as set out on pages 21 to 25 of this circular (i.e. a total of 348,266,581 Shares on the basis that no further Shares are issued or repurchased before the AGM). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the AGM.
The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.
| 4. | PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES |
The current general mandate granted to the Directors to repurchase Shares pursuant to the ordinary resolution passed at the annual general meeting held on May 10, 2024 will lapse at the conclusion of the AGM. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not more than 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of AGM as set out on pages 21 to 25 of this circular (i.e. a total of 34,826,658 Shares on the basis that no further Shares are issued or repurchased before the AGM).
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| LETTER FROM THE BOARD |
The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix II to this circular.
| 5. | CLOSURE OF REGISTER OF MEMBERS |
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from May 14, 2025 to May 19, 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on May 13, 2025.
| 6. | ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT |
The notice of AGM is set out on pages 21 to 25 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under the Listing Rules.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.ascentagepharma.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (https://evoting.vistra.com/) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:00 a.m. on May 17, 2025) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.
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| LETTER FROM THE BOARD |
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting at the AGM. Separately, holders of treasury Shares (if any) shall abstain from voting on matters that require shareholders’ approval at the Company’s general meetings.
| 7. | RECOMMENDATION |
The Directors consider that (i) the proposed re-election of retiring Directors; (ii) the proposed granting of the Issuance Mandate; and (iii) the proposed granting of the Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of all resolutions to be proposed at the AGM.
| 8. | ADDITIONAL INFORMATION |
Your attention is drawn to the additional information set out in the appendices to this circular.
| By Order of the Board | |
| Ascentage Pharma Group International | |
| Dr. Yang Dajun | |
| Chairman and Executive Director |
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| APPENDIX I | DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING |
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the AGM.
Dr. Yang Dajun, Executive Director
Yang Dajun (楊大俊) (“Dr. Yang”), M.D., Ph.D., aged 62, is the co-founder of our Group, Chairman of the Board and chief executive officer of our Company. Dr. Yang was appointed as the executive Director on November 17, 2017. For positions with other members of our Group, Dr. Yang is also a director of each of Ascentage Pharma Group Corp Limited, Jiangsu Ascentage Pharma Co., Ltd, Ascentage International Limited, Suzhou Ascentage Pharma Co., Ltd., Shanghai Yasheng Pharmaceutical Technology Co., Ltd., Ascentage Pharma Pty. Ltd. and Ascentage Pharma Group Inc.. Dr. Yang is the spouse of Dr. Zhai Yifan, our chief medical officer and a member of our senior management.
Prior to founding the Group in 2009, Dr. Yang has worked in the following companies and/or institutions:
| ● | Dr. Yang co-founded Ascenta Therapeutics, Inc., where he was a senior vice president of research and preclinical development between 2004 and 2008. Ascenta Therapeutics, Inc. was dissolved in January 2017. |
| ● | Dr. Yang served as a part-time professor and supervisor of doctoral students at Cancer Center at Sun Yat-sen University from September 2003 to September 2006. |
| ● | Dr. Yang served as an associate professor of biochemistry and molecular biology, an associate professor of oncology and senior investigator at the Lombardi Cancer Center at Georgetown University from 1995 to 2001. |
Dr. Yang has published more than 70 articles including peer-reviewed articles and is an inventor of 22 issued U.S. patents. He was a co-founder of two national magazines in China, namely “Chinese Medical Students” and “Family Doctors”. Nowadays “Family Doctors” has a monthly publication volume of over one million and it has the mission to promote both healthcare and a healthy lifestyle in China.
Dr. Yang obtained his Bachelor’s degree in medicine and Master’s degree in Oncology from Sun Yat-sen University of Medical Sciences (中山醫科大學) (now renamed as the Sun Yat-sen University (中山大學)) in July 1983 and June 1986 respectively, and he received a Ph.D. degree in Genetics from Michigan State University in the United States in June 1992.
Dr. Yang entered into a service contract with the Company for a term of three years commencing from the Listing Date, unless terminated by either party before expiry of the existing term and is subject to termination provisions therein and retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association or any other applicable laws from time to time whereby he shall vacate his office.
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| APPENDIX I | DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING |
As at the Latest Practicable Date, Dr. Yang, Dr. Guo, Dr. Wang, Dr. Zhai, Ascentage Limited and HealthQuest Pharma Limited were parties to the concert party confirmation deed dated August 11, 2018 (“Concert Party Confirmation Deed”). Accordingly, each of them was deemed to be interested in 60,665,461 Shares representing 19.24% of the issued share capital of the Company under the SFO. HealthQuest Pharma Limited is wholly owned by Dr. Zhai (for herself and as settlor of the Zhai Family Trust). Dr. Yang is the spouse of Dr. Zhai and is therefore deemed to be interested in the shares held by Dr. Zhai under the SFO.
Under the service contract entered into between Dr. Yang and the Company, Dr. Yang did not receive any emolument as a Director but an annual salary of USD466,800 as a chief executive officer of the Company.
Save as disclosed above, Dr. Yang (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.
Mr. Ye Changqing, Independent non-executive Director
Ye Changqing (葉長青) (“Mr. Ye”), aged 54, was appointed as an independent non-executive Director on June 13, 2019. He is primarily responsible for supervising and
providing independent judgement to our Board. Mr. Ye is the chairman of the Audit Committee and member of the Remuneration Committee.
Mr. Ye has over 31 years of experience in professional accounting, financial advisory and investment. From April 1993 to January 2011, Mr. Ye worked at the China office of PricewaterhouseCoopers, with his last position as the partner and service line leader of the firm’s advisory services and transaction services. From February 2011 to December 2015, Mr. Ye served as the managing director, chief financial officer and a member of the investment committee at CITIC Private Equity Funds (中信產業基金) (a PRC-based private equity fund). Since May 2016, Mr. Ye has been an independent non-executive director of Baozun Inc., a company listed on NASDAQ (stock code: BZUN) (the holding company of a PRC-based provider of e-commerce business solutions) and subsequently the company also listed on the Stock Exchange (stock code: 9991) on September 29, 2020. Since October 2018, Mr. Ye has been an independent director of Niu Technologies, a company listed on NASDAQ (stock code: NIU) (the holding company of a PRC-based manufacturer of e-scooter). Since June 2019, Mr. Ye has been an independent non-executive director of Jinxin Fertility Group Limited, a company listed on the Stock Exchange (stock code: 1951). Since September 2019, Mr. Ye has also been an independent non-executive director of Hygeia Healthcare Holdings Co., Limited, a company listed on the Stock Exchange (stock code: 6078).
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| APPENDIX I | DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING |
Mr. Ye was an independent non-executive director of Luzhou Bank Co., Ltd. (formerly known as Luzhou City Commercial Bank Co., Ltd.), a company listed on the Stock Exchange (stock code: 1983) from December 2018 to September 2022. Mr. Ye was an independent director of VNET Group, Inc., a company listed on NASDAQ (stock code: VNET) from August 2022 to October 2024 and NWTN Inc., a company listed on NASDAQ (stock code: NWTN) from November 2022 to December 2024, respectively.
Mr. Ye obtained a Bachelor’s degree in Journalism from Huazhong University of Science and Technology (華中理工大學) (now renamed as 華中科技大學) in July 1992, and a Master’s degree in Business Administration from the University of Warwick in the United Kingdom in November 1999. Mr. Ye has been a Certified Public Accountant of the PRC since December 1994. Mr. Ye is our Director with appropriate professional accounting or related financial management expertise for the purpose of Rule 3.10(2) of the Listing Rules through his experiences listed above.
Mr. Ye entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date, unless terminated by either party before expiry of the existing term, and is subject to retirement by rotation in accordance with the Articles of Association. Pursuant to the resolutions passed by the Shareholders at the annual general meeting and the extraordinary general meeting of the Company held on May 10, 2021 and September 20, 2021, respectively, Mr. Ye was entitled to receive remuneration comprising US$60,000 in cash per annum, together with an aggregate of 8,964 RSUs granted under the 2021 RSU Scheme with the value of the underlying shares on the date of grant being US$60,000 during the term of service. As at the Latest Practicable Date, Mr. Ye has an interest in 8,964 Shares, being the underlying Shares of the RSUs granted to him pursuant to the 2021 RSU Scheme. Such remuneration (i) was recommended by the remuneration committee of the Company and approved by the Board with reference to, among other things, (a) his duties and responsibilities within the Company; (b) the prevailing market conditions; and (c) the continuous expansion of the business scale and continuously heightening requirements on corporate governance of the Company over recent years. For further details of the 2021 RSU Scheme and the grant of RSUs thereunder, please refer to the relevant announcements of the Company dated February 2, 2021, May 21, 2021, June 18, 2021, June 25, 2021, July 14, 2021 and July 23, 2021, as well as the circular of the Company dated August 31, 2021.
Save as disclosed above, Mr. Ye (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.
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| APPENDIX I | DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING |
Ms. Marina S. Bozilenko, Independent non-executive Director
Ms. Marina S. Bozilenko (“Ms. Bozilenko”), aged 59, was appointed as an independent non-executive Director on November 25, 2024. Ms. Bozilenko is a member of the Audit Committee.
Ms. Bozilenko is currently the President, Chief Executive Officer & Director at Biothea Pharma, Inc. She is also an Independent Director at Talphera, Inc. (NASDAQ: TLPH). In her former positions, Ms. Bozilenko served as Strategic Advisor of William Blair & Co. LLC from 2010 to 2021, as Senior Managing Director at Bear, Stearns & Co., Inc. from 2003 to 2008, and as Managing Director at Banc of America Securities LLC from 2000 to 2003. Additionally, Ms. Bozilenko held various positions at Vector Securities International, Inc from 1988 to 1999, including Managing Director & Head of West Coast; she was also Senior Managing Director at Prudential Vector Healthcare Group from 1999 to 2000. Ms. Bozilenko was also a Principal at Kidd & Co., a private equity firm, from 2008 to 2010. Ms. Bozilenko served as a Director at Olema Pharmaceuticals, Inc. (NASDAQ: OLMA) from 2010 to 2020 and as a Director at SynAct Pharma AB (Nasdaq Stockholm: SYNACT) from 2021 to 2024.
Ms. Bozilenko completed her bachelor’s degree in biochemistry and master’s degree in social sciences at The University of Chicago in 1986 and 1987, respectively.
Ms. Bozilenko entered into a letter of appointment with the Company for a term of service with three years commencing on November 25, 2024, subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association, and Ms. Bozilenko is entitled to a director’s fee of USD60,000 per annum, which has been recommended by the Remuneration Committee and proposed by the Board with reference to, among other things, (i) her duties and responsibilities within the Company; (ii) the prevailing market conditions; and (iii) the continuous expansion of the business scale and continuously heightening requirements on corporate governance of the Company over recent years.
Save as disclosed above, Ms. Bozilenko (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.
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| APPENDIX I | DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING |
Dr. Debra Yu, Independent non-executive Director
Dr. Debra Yu (“Dr. Yu”), aged 60, was appointed as an independent non-executive Director on November 25, 2024. Dr. Yu is a member of the Remuneration Committee.
Dr. Yu is currently the chief operating officer and partner at Panacea Venture. She also serves as a board member at MeiraGTx Holdings PLC (NASDAQ: MGTX) and an independent non-executive director of JW (Cayman) Therapeutics Co. Ltd, a company listed on The Stock Exchange of Hong Kong Limited (stock code: 2126). She served as the president at LianBio from 2019 to 2022, and initially also as the chief business officer from 2019 to 2021 and then as the chief strategy officer from 2021 to 2022. She was the managing director and head of cross border healthcare investment banking at China Renaissance Securities (U.S.) from 2016 to 2019. Since 2009, she is the managing director of Labrador Advisors, LLC, where she advised numerous cross-border partnerships and licensing transactions from 2009 to 2016. Earlier, she was vice president, strategy at WuXi AppTec, Inc. from 2008 to 2009, and a senior director and team leader at Pfizer, Inc. from 2004 to 2008 in the venture capital team and the Worldwide Business Development organization. She was a general partner of Delphi Ventures from 1995 to 1998 and the managing director of Bay City Capital from 1998 to 2001. She held positions at McKinsey & Co. between 1992 and 1995 and at Morgan Stanley from 1987 to 1988.
Dr. Yu received a bachelor’s degree with high honors in molecular biology from Princeton University in 1986 and earned a medical degree from Harvard Medical School in 1992.
Dr. Yu entered into a letter of appointment with the Company for a term of service with three years commencing on November 25, 2024, subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association, and Dr. Yu is entitled to a director’s fee of USD60,000 per annum, which has been recommended by the Remuneration Committee and proposed by the Board with reference to, among other things, (i) her duties and responsibilities within the Company; (ii) the prevailing market conditions; and (iii) the continuous expansion of the business scale and continuously heightening requirements on corporate governance of the Company over recent years.
Save as disclosed above, Dr. Yu (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.
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| APPENDIX I | DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING |
Marc E. Lippman, MD, Independent non-executive Director
Marc E. Lippman, MD (“Dr. Lippman”), aged 79, was appointed as an independent non-executive Director on January 2, 2025. Dr. Lippman is a member of the Nomination Committee.
Dr. Lippman is a professor of Oncology and Internal Medicine at Georgetown University. Previously, Dr. Lippman was named the Kathleen and Stanley Glaser Professor of Medicine at the University of Miami Leonard M. Miller School of Medicine, and was named Chairman of the Department of Medicine in May 2007. Previously, Dr. Lippman was the John G. Searle Professor and Chair of Internal Medicine at the University of Michigan, Ann Arbor. Dr Lippman has served as Head of the Medical Breast Cancer Section, Medicine Branch, at the National Institutes of Health and was a Senior Investigator at the National Cancer Institute.
Dr. Lippman received his bachelor’s degree in Chemistry from Cornell University, magna cum laude, in June 1964 and medical school degree at Yale Medical School in June 1968. He completed his residency at the Osler Medical Service, John Hopkins Hospital and a Fellowship in Endocrinology at Yale Medical School. Dr. Lippman is widely known for his research in breast cancer. Throughout his career he has received numerous awards, including the First American Cancer Society Lectureship and Prize at the American Society of Clinical Oncology Meeting in Orlando, Florida in May 1993; the American Association for Cancer Research Rosenthal Award; and the Brinker Award for Basic Science of the Komen Foundation. Dr. Lippman also owns several patents.
Dr. Lippman is a member of the Association of American Physicians, the American Society for Clinical Investigation, the American Society of Biological Chemists, the American Association for Cancer Research and the American Society of Clinical Oncology. Dr. Lippman previously served on the board of directors of Seagen Inc., a public company which was acquired by Pfizer Inc. (NYSE: PFE). He is currently on the board of directors of Radiance Biopharma, Inc., a biotech start-up. As a researcher, Dr. Lippman has published over 500 peer-reviewed articles. In addition, he has authored many books and contributed many chapters based on his breast cancer research, including a textbook on breast disease. He has served on the editorial boards of numerous publications, including Breast Cancer Research and Treatment, for which he serves as editor-in-chief. He has previously been editor-in-chief of Endocrine-Related Cancer.
Dr. Lippman entered into a letter of appointment with the Company for a term of service with three years commencing on January 2, 2025, subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association, and Dr. Lippman is entitled to a director’s fee of USD60,000 per annum, which has been recommended by the Remuneration Committee and proposed by the Board with reference to, among other things, (i) his duties and responsibilities within the Company; (ii) the prevailing market conditions; and (iii) the continuous expansion of the business scale and continuously heightening requirements on corporate governance of the Company over recent years.
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| APPENDIX I | DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING |
Save as disclosed above, Dr. Lippman (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years;
(4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.
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| APPENDIX II | EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE |
The following is an explanatory statement required by Rule 10.06(b) of the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.
| 1. | SHARE CAPITAL |
As at the Latest Practicable Date, the issued share capital of the Company comprised 348,266,581 Shares and the Company did not hold any Treasury Shares.
Subject to the passing of the ordinary resolution set out in item 6 of the notice of AGM in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, i.e. being 348,266,581 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 34,826,658 Shares, representing 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the AGM.
| 2. | REASONS FOR SHARE REPURCHASE |
The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.
Repurchases of the Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
Following the amended Listing Rules relating to Treasury Shares came effect from 11 June 2024, if the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may cancel any repurchased Shares and/or hold them as Treasury Shares subject to market conditions and its capital management needs at the relevant time of the repurchases.
| 3. | FUNDING OF SHARE REPURCHASE |
In repurchasing Shares, the company may only apply funds legally available for such purpose in accordance with the Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.
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| APPENDIX II | EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE |
| 4. | IMPACT OF SHARE REPURCHASE |
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2024) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
| 5. | MARKET PRICES OF SHARES |
The highest and lowest prices per Share at which Shares have been traded on the Main Board of the Stock Exchange during each of the previous twelve months up to and including the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ | ||||||
| 2024 | ||||||||
| April | 18.94 | 15.42 | ||||||
| May | 21.65 | 16.94 | ||||||
| June | 29.80 | 17.30 | ||||||
| July | 30.10 | 25.30 | ||||||
| August | 34.35 | 26.05 | ||||||
| September | 41.80 | 31.55 | ||||||
| October | 48.85 | 39.00 | ||||||
| November | 46.90 | 40.20 | ||||||
| December | 46.75 | 37.75 | ||||||
| 2025 | ||||||||
| January | 45.40 | 34.50 | ||||||
| February | 42.45 | 33.80 | ||||||
| March | 44.30 | 36.00 | ||||||
| April (up to and including the Latest Practicable Date) | 46.90 | 31.35 | ||||||
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| APPENDIX II | EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE |
| 6. | GENERAL |
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands. Neither this explanatory statement nor the proposed repurchase of Shares to be conducted under Repurchase Mandate has any unusual features.
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group’s capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
| 7. | TAKEOVERS CODE |
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
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| APPENDIX II | EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE |
To the best knowledge and belief of the Directors, the Substantial Shareholders, namely Dr. Yang, Dr. Wang, Dr. Zhai, Dr. Guo and HealthQuest Pharma Limited are parties acting in concert pursuant to the Concert Party Confirmation Deed. As at the Latest Practicable Date, each of the Substantial Shareholders was taken to have an interest under the SFO in the same block of 60,665,461 Shares, representing 17.42% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Repurchase Mandate in full, the shareholding of each of the Substantial Shareholders would be increased to approximately 19.35% of the total issued share capital of the Company.
The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any repurchase of Shares made pursuant to the exercise of the Repurchase Mandate. The Directors have no intention to exercise the Repurchase Mandate to such an extent as may result in the public shareholding falling below the minimum public float requirement and will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.
| 8. | SHARE REPURCHASE MADE BY THE COMPANY |
During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
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| NOTICE OF ANNUAL GENERAL MEETING |
ASCENTAGE PHARMA GROUP INTERNATIONAL
亞盛醫藥集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6855)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the AGM of Ascentage Pharma Group International (the “Company”) will be held at 68 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu, China on May 19, 2025 at 10:00 a.m. to transact the following business. In this notice, unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company (the “Circular”) dated April 16, 2025.
ORDINARY RESOLUTIONS
| 1. | To consider and adopt the audited consolidated financial statements of the Company and the reports of the Directors and the auditor for the year ended December 31, 2024. |
| 2. | (a) | To re-elect Dr. Yang Dajun as an Executive Director. |
| (b) | To re-elect Mr. Ye Changqing as an Independent Non-executive Director. |
| (c) | To re-elect Ms. Marina S. Bozilenko as an Independent Non-executive Director. |
| (d) | To re-elect Dr. Debra Yu as an Independent Non-executive Director. |
| (e) | To re-elect Marc E. Lippman, MD as an Independent Non-executive Director. |
| 3. | To authorize the Board to fix all Directors’ remuneration. |
| 4. | To re-appoint Ernst & Young as auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company, and to authorize the Board to fix their remuneration. |
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| NOTICE OF ANNUAL GENERAL MEETING |
| 5. | To consider and, if thought fit, pass (with or without amendments), the following resolution as an ordinary resolution: |
“THAT:
| (a) | subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) to allot, issue and deal with the Shares (including sale or transfer of Treasury Shares (has the same meaning ascribed to it under the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), if any) and to make or grant offers, agreements and options which would or might require the exercise of such powers; |
| (b) | the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period; |
| (c) | the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to: |
| (i) | a Rights Issue (as defined below); |
(ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company;
| (iii) | an issue of Shares pursuant to any restricted share unit scheme adopted by the Company; |
| (iv) | any adjustment of rights to subscribe for shares under any options and warrants or a special authority granted by the shareholders of the Company; or |
| (v) | the exercise of any subscription rights which may be granted under any share option scheme or similar arrangement for the time adopted by the Company, |
shall not exceed 20% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of the passing of this resolution), and the said mandate shall be limited accordingly; and
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| NOTICE OF ANNUAL GENERAL MEETING |
| (d) | for the purposes of this resolution: |
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
| (i) | the conclusion of the next annual general meeting of the Company; |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; and |
| (iii) | the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders in general meeting. |
“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of Shares or any class of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).”
| 6. | To consider and, if thought fit, pass (with or without amendments), the following resolution as an ordinary resolution: |
“THAT:
| (a) | subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognized stock exchange as amended from time to time; |
| (b) | the total number of Shares to be repurchased by the Company pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of the passing this resolution), and the said mandate shall be limited accordingly; and |
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| NOTICE OF ANNUAL GENERAL MEETING |
| (c) | for the purposes of this resolution: |
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
| (i) | the conclusion of the next annual general meeting of the Company; |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; and |
| (iii) | the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders in general meeting.” |
| 7. | To consider and, if thought fit, pass (with or without amendments), the following resolution as an ordinary resolution: |
“THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the “Notice”), the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such power pursuant to the resolution set out in item 5 of the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares repurchased by the Company under the mandate granted pursuant to the resolution set out in item 6 of the Notice, provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of the passing of this resolution).”
| By Order of the Board | |
| Ascentage Pharma Group International | |
| Dr. Yang Dajun | |
| Chairman and Executive Director |
Suzhou, The People’s Republic of China, April 16, 2025
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| NOTICE OF ANNUAL GENERAL MEETING |
Notes:
| 1. | All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.ascentagepharma.com) in accordance with the Listing Rules. |
| 2. | Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him. |
| 3. | In case of joint holders of shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders are present at any meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company. |
| 4. | In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (https://evoting.vistra.com/) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:00 a.m. on May 17, 2025) or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked. |
| 5. | For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from May 14, 2025 to May 19, 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on May 13, 2025. |
| 6. | With regard to the ordinary resolution in item 2 of this notice, (i) Dr. Yang Dajun and Mr. Ye Changqing will retire by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM; and (ii) Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD will retire at the AGM and, being eligible, will offer themselves for re-election at the AGM. Details of the above retiring Directors of the Company seeking re-election are set out in Appendix I to the Circular. |
| 7. | An explanatory statement containing information regarding the ordinary resolution in item 6 of this notice is set out in Appendix II to the Circular. |
As at the date of this notice, the Board of Directors of the Company comprises Dr. Yang Dajun as chairman and executive Director, Dr. Wang Shaomeng and Dr. Lu Simon Dazhong as non-executive Directors, and Mr. Ye Changqing, Mr. Ren Wei, Dr. David Sidransky, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD as independent non-executive Directors.
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Exhibit 99.5
ASCENTAGE PHARMA GROUP INTERNATIONAL
亞盛醫藥集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6855)
| Number of shares to which this form of proxy relates(Note 1) |
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING
TO BE HELD ON MAY 19, 2025
I/We(Note 2) _____________________________________________________________________________________________________________ of _______________________________________________________________________________________________________________________ being the registered holder(s) of ___________________________________ shares in the issued share capital of Ascentage Pharma Group International (the “Company”) hereby appoint the Chairman of the annual general meeting or(Note 3)_______________________________________________________________________________ of _______________________________________________________________________________________________________ as my/our proxy to attend, act and vote for me/us and on my/our behalf in respect of the resolutions set out in the notice of the annual general meeting dated April 16, 2025 (the “Notice”) (with or without amendment) as directed below, or if no indication is given, as my/our proxy thinks fit, at the annual general meeting of the Company to be held at 68 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu, China on May 19, 2025 at 10:00 a.m. (and at any adjournment thereof) (the “AGM”). Unless otherwise defined, capitalized terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated April 16, 2025.
Please tick (“/”) the appropriate boxes to indicate how you wish your vote(s) to be cast(Note 4).
| ORDINARY RESOLUTIONS* | FOR | AGAINST | |
| 1. | To consider and adopt the audited consolidated financial statements of the Company and the reports of the Directors and the auditor for the year ended December 31, 2024. | ||
| 2(a). | To re-elect Dr. Yang Dajun as an Executive Director. | ||
| 2(b). | To re-elect Mr. Ye Changqing as an Independent Non-executive Director. | ||
| 2(c). | To re-elect Ms. Marina S. Bozilenko as an Independent Non-executive Director. | ||
| 2(d). | To re-elect Dr. Debra Yu as an Independent Non-executive Director. | ||
| 2(e). | To re-elect Marc E. Lippman, MD as an Independent Non-executive Director. | ||
| 3. | To authorize the Board to fix the Directors’ remuneration. | ||
| 4. | To re-appoint Ernst &Young as auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company, and to authorize the Board to fix their remuneration. | ||
| 5. | To grant a general mandate to the Directors to allot, issue and deal with new shares of the Company with an aggregate number of not exceeding 20% of the total number of shares of the Company in issue (excluding Treasury Shares, if any) as at the date of the passing of the relevant resolution at the AGM.* | ||
| 6. | To grant a general mandate to the Directors to repurchase the Company’s shares with a total number of not more than 10% of the total number of shares of the Company in issue (excluding Treasury Shares, if any) as at the date of the passing of the relevant resolution at the AGM.* | ||
| 7. | To extend the general mandate granted to the Directors under resolution 5 by an amount representing the aggregate number of the Company’s shares repurchased by the Company under resolution 6, provided that such amount shall not exceed 10% of the total number of shares of the Company in issue (excluding Treasury Shares, if any) as at the date of the passing of the relevant resolution at the AGM.* | ||
| * | The full text of the resolutions is set out in the Notice. |
| Date: ____________________ 2025 | Signature(s)(Note 5) ____________________________________ |
Notes:
| 1. | Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified. |
| 2. | Full name(s) and address(es) to be inserted in BLOCK CAPITALS. |
| 3. | If any proxy other than the Chairman of the annual general meeting is preferred, please strike out the words “the Chairman of the annual general meeting or” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him. |
| 4. | IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“/”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“/”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM. |
| 5. | This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. |
| 6. | In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company. |
| 7. | In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (https://evoting.vistra.com/) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:00 a.m. on May 17, 2025). |
| 8. | Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish. |
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.