History, Development and Corporate Structure

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

OVERVIEW

We are a clinical stage biopharmaceutical company engaged in the discovery and development of differentiated antibody therapies to fulfill unmet medical needs in immunology and oncology disease areas. We were established by our principal Founder, Dr. Jingsong Wang, and our Co-founders. Dr. Jingsong Wang is a widely recognized leading expert in China’s biotech industry with more than 15 years of management experience in biologics discovery and development at global pharmaceutical companies. All our Co-founders have decades of experience in the pharmaceutical industry(1).

Our Harbour antibody platforms have been playing an indispensable role in the rapid development of our business. Harbour Antibodies, our wholly-owned subsidiary, has been researching and developing HCAb and H2L2 transgenic mice since 2009 which lays the foundation of our HCAb Platform and H2L2 Platform. Leveraging the technology know-how we accumulated on our HCAb Platform, we have independently developed the HBICETM Platform which allows us to generate multiple novel HCAb-based immune cell engager bispecific antibodies. Through years of substantial in-house research and development efforts, our Harbour antibody platforms have evolved from a technology platform generating conventional antibodies to a platform to facilitate the discovery and development of differentiated antibody therapies for immunology and oncology diseases that address significant unmet medical needs.

Under the leadership of our Founders, shortly after our Company’s incorporation in 2016, we acquired Harbour Antibodies in the same year and obtained licenses to utilize our HCAb Platform and H2L2 Platform. In 2017, we started building up our pipeline by in-licensing two strategically selected clinical assets with near-term revenue potential, namely batoclimab (HBM9161) and tanfanercept (HBM9036). At the same time, our Harbour antibody platforms allow us to develop differentiated drug candidates of our own, most notably our next- generation CTLA-4 asset HBM4003. We are also developing an innovative business model that entails collaboration with leading academic institutions and co-discovery programs with reputable regional and global industry partners such that we could leverage our collaborators’ expertise to advance the development of our proprietary product candidates.

Recognizing the importance of globalization, in addition to the sites in the Netherlands and the U.S., we have successfully established and expanded our presence in China where the majority of our R&D operations are based at the moment. We intend to carry out marketing and commercialization activities in China by developing our own sales and marketing infrastructure for batoclimab and HBM4003. We also plan to partner with a qualified organization with branding and marketing capabilities in ophthalmology for commercialization of tanfanercept in China. In addition, we have R&D operations in the Netherlands in relation to our H2L2 Platform and HCAb Platform, primarily through exclusive collaboration with Erasmus Medical Center. We are also gradually expanding our U.S. R&D operations with an initial focus on the studies of our discovery-stage drug candidates.

Note:

(1) Three of our Co-founders, namely Dr. Xiaoxi Liu, Dr. Schweizer Liang and Mr. Qi He, have left the Group solely due to personal reasons. To our Company’s knowledge, each of them has had no disagreement or dispute with our Company and has not breached his/her confidentiality obligations owed to our Company.

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To date, we have established a diversified and balanced pipeline of immunology and immune-oncology therapies. We have received five rounds of equity financing to support our expanding business operations since our incorporation.

Key business milestones

The following table summarizes our key business development milestones:

Year Event

2016 Acquired Harbour Antibodies

2017 Completed our series A1 financing raising US$47.5 million Licensing agreement with HanAll on batoclimab Licensing agreement with HanAll on tanfanercept

2018 Completed our series A3 financing raising US$11.7 million Licensing agreement with Ichnos on HBM9302 IND approval in China for tanfanercept in moderate-to-severe DED Collaboration with Kelun with respect to co-discovery arrangements (including HBM9001) Completed our series B financing raising US$85 million IND approval in China for batoclimab in NMOSD and MG

2019 Completed Phase 2 clinical trial for tanfanercept in moderate-to- severe DED IND approval in China for batoclimab in ITP Initiated Phase 1 clinical trial in Australia for HBM4003 in patients with advanced solid tumors Collaboration with Chia Tai Tianqing with respect to co-discovery arrangements

2020 IND approval in the U.S. for HBM4003 in solid tumors Completed our series B2 financing raising US$75 million Collaboration with Utrecht University, Erasmus Medical Center and AbbVie on advancement of the fully human, neutralizing antibody 47D11 IND application accepted for HBM4003 as a combination therapy with PD-1 for various types of advanced solid tumors IND approval in China for batoclimab in GO Completed our series C financing raising US$102.8 million Initiated Phase 1b/2 clinical trial for batoclimab in NMOSD Initiated Phase 2 clinical trial for batoclimab in MG Initiated registrational Phase 2/3 trial for batoclimab in ITP Initiated registrational Phase 3 trial for tanfanercept in DED

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CORPORATE DEVELOPMENT OF OUR GROUP

Our major subsidiaries and operating entities

The principal business activities and date of establishment and commencement of business of each member of our Group that is material to our operations during the Track Record Period are shown below:

Date of incorporation and commencement Name of subsidiary Principal business activities of business

HBM Shanghai Research and development of the 26 December 2016 Company’s products

HBM Suzhou Development of new drugs, relevant 11 September 2018 technology transfer and provision of related technology consultation and service

Harbour Antibodies License holder of intellectual 27 December 2006 properties related to our HCAb Platform and H2L2 Platform

Incorporation of our Company and adoption of the Pre-[REDACTED] Equity Plan

Our Company was incorporated as an exempted company with limited liability in the Cayman Islands on 20 July 2016 with Dr. Jingsong Wang serving as the sole Director at the time of incorporation. Upon incorporation, the authorized share capital of our Company was US$500,000 divided into 500,000,000 ordinary shares, each with a par value of US$0.001. At the time of incorporation, one ordinary share was issued to Mapcal Limited, an Independent Third Party. On the same day, the ordinary share was transferred to Noble Frontier Limited, also an Independent Third Party, which held the ordinary share until it was surrendered on 23 November 2016.

On 11 November 2016, our Company adopted the Pre-[REDACTED] Equity Plan pursuant to which 1,500,000 ordinary share were reserved for issuance for grantees under the plan. On the same day, the Company issued an aggregate of 1,263,200 ordinary share to Dr. Jingsong Wang and other Co-founders in consideration for their contribution to the initial establishment of our Group. For details of the Pre-[REDACTED] Equity Plan, see “Statutory and general information – Share schemes”.

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Our Series A financing and acquisition of Harbour Antibodies

On 16 November 2016, our Company and the Series A1 Preferred Shareholders, among others, entered into a share purchase agreement for our series A financing pursuant to which the Company agreed to issue and sell, and the Series A1 Preferred Shareholders agreed to purchase, an aggregate of 3,330,000 Series A1 Preferred Shares at a purchase price of US$14.2643 per Series A1 Preferred Share. To satisfy one of the conditions to initial closing, the Founders subscribed for an aggregate of 387,000 Series A2 Preferred Shares on 23 November 2016. The closing of our series A financing was conditional upon satisfaction of all conditions precedent for our acquisition of Harbour Antibodies (other than payment of the cash consideration). Among the proceeds from the sale of the Series A1 Preferred Shares and Series A2 Preferred Shares, US$30,000,000 was used to pay the cash consideration for the acquisition of Harbour Antibodies.

On 16 November 2016, our Company entered into a stock purchase agreement with, among others, Harbour Antibodies and its then shareholders (the “HBA Shareholders”) pursuant to which the HBA Shareholders agreed to sell all of the shares of Harbour Antibodies to the Company at a total consideration of US$37.5 million comprising a cash payment of US$30,000,000 and the issuance of an aggregate of 2,335,000 ordinary share to the HBA Shareholders, representing 31.92% of the then total issued share capital of the Company (immediately after closing of our Series A financing). The consideration shares were issued by the Company to the HBA Shareholders on 7 December 2016. The cash consideration of US$30,000,000 was fully settled on 7 December 2016 by utilizing a portion of the proceeds from our series A financing. The consideration of the acquisition was determined based on arm’s length negotiation among the parties. The Directors confirm that the acquisition of Harbour Antibodies was properly and legally completed.

Since completion of the acquisition, our Company has been the sole shareholder of Harbour Antibodies. The strategic acquisition provided the Company with two platforms producing transgenic mice generating fully human antibodies. Harbour Antibodies has been a party to agreements with Department of Cell Biology at Erasmus Medical Center, Erasmus MC Holding B.V. and Dr. Roger Kingdon Craig since 2006. Under these agreements, Harbour Antibodies has been granted licenses to certain of the licensors’ intellectual property related to transgenic mice and the licensors have agreed to perform additional research on transgenic mice. See “Business – In-Licensing Agreements for Our H2L2 Platform and HCAb Platform” for further details.

[SHARE SUBDIVISION AND CONVERSION

On [●] November 2020, our Shareholders resolved to, among other things, conduct the Share Subdivision pursuant to which each share in our then issued and unissued share capital was split into [40] shares of the corresponding class with par value of US$[0.000025] each effective upon the conditions of the [REDACTED] being fulfilled, following which our share capital will be divided into (i) [19,577,504,960] Shares with par value of US$[0.000025] each; (ii) [133,200,000] series A1 preferred shares with par value of US$[0.000025] each; (iii) [9,288,000] series A2 preferred shares with par value of US$[0.000025] each; (iv) [27,904,160] series A3 preferred shares with par value of US$[0.000025] each; (v) [81,818,720] series B preferred shares with par value of US$[0.000025] each; (vi) [68,593,360] series B2 preferred shares with par value of US$[0.000025] each; and (vii) [101,690,800] series C preferred shares with par value of US$[0.000025] each. Our Shareholders also resolved to, immediately upon completion of the Share Subdivision, conduct the Conversion, pursuant to which each preferred share shall be converted into ordinary share on a one-to-one basis.]

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PRE-[REDACTED] INVESTMENTS

Principal terms of the Pre-[REDACTED] Investments

The table below summarizes the five rounds of Pre-[REDACTED] Investments that our Company has received since its incorporation in July 2016:

Total number of shares issued by Date of the Company to Funds Discount to investment Date of last the Pre-[REDACTED] Approximate Cost per raised by the the Series(1) agreement settlement Investors valuation(2) share paid(3) Company [REDACTED](8)

A1 16 November 6 January 3,330,000 US$104 US$14.2643 US$47,500,000 [REDACTED] 2016 2017 Series A1 million per Series A1 Preferred Preferred Shares Share

A3 26 October 19 January 697,604 US$142 US$16.8290 US$11,740,000 [REDACTED] 2017 2018 Series A3 million(4) per Series A3 Preferred Preferred Shares Share

B 8 August 2018 17 September 2,045,468 US$456 US$41.5550 US$85,000,000 [REDACTED] 2018 Series B million(5) per Series B Preferred Preferred Shares Share

B2 21 October 12 March 1,714,834 US$574 US$43.7360 US$75,000,000 [REDACTED] 2019 2020 Series B2 million(6) per Series B2 Preferred Preferred Shares Share

C 24 June, 3 July 2020 2,074,167 US$780 US$49.562 US$102,800,000 [REDACTED] 30 June and Series C million(7) per Series C 2 July 2020 Preferred Preferred Shares Shares

Notes:

(1) The Series A2 Preferred Shares were subscribed by the Founders rather than the Pre-[REDACTED] Investors and are not subject to redemption by the Company. For details, see “Our Series A financing and acquisition of Harbour Antibodies” of this section.

(2) The corresponding valuation is calculated based on the proposed post-money capitalization of the Company at the time of investment, which excludes shares then expected to be issued pursuant to the Pre-[REDACTED] Equity Plan.

(3) To be adjusted to reflect subsequent share splits and other capital reorganizations, as applicable.

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(4) The increased implied valuation for series A3 as compared to series A1 reflects the increase in our fair market value due to the licensing of batoclimab and tanfanercept, our Core Products.

(5) The increased implied valuation of series B as compared to series A3 reflects the increase in our fair market value in contemplation of our commencement of clinical trials in China for our Core Products.

(6) The increased implied valuation of series B2 as compared to series B reflects the increase in our fair market value following our completion of Phase 2 clinical trial for tanfanercept in moderate-to-severe DED in China.

(7) The increased implied valuation of series C as compared to series B2 reflects the increase in our fair market value in anticipation of our two pivotal trials initiated in March and August 2020.

(8) The discount to the [REDACTED] is calculated based on the assumption that the [REDACTED]is HK$[REDACTED] per Share, being the [REDACTED] of the indicative [REDACTED] range of HK$[REDACTED] to HK$[REDACTED].

Lock-up period The Pre-[REDACTED] Investors are subject to an undertaking that, upon request by the Company or the [REDACTED], they will not sell or otherwise transfer or dispose of any securities of the Company without the prior written consent of the Company or the [REDACTED] (as the case may be) for a period of time specified by the representative of the [REDACTED] not to exceed 180 days from the effective date of this document.

Use of proceeds from the We used a portion of the proceeds to pay the cash Pre-[REDACTED] consideration of US$30,000,000 for our acquisition of Investments Harbour Antibodies. We utilized the rest of the proceeds from the Pre-[REDACTED] Investments for product research and development, capital expenditure, clinical development and general working capital needs of our Company. As of the Latest Practicable Date, we had utilized a substantial portion of the net proceeds from our series A1, A3, B and B2 financing. We had not yet utilized the net proceeds from our series C financing.

Strategic benefits the At the time of each of the Pre-[REDACTED] Investments, Pre-[REDACTED] our Directors were of the view that our Company could Investors brought to our benefit from the additional capital that would be provided Company by the Pre-[REDACTED] Investors’ investments in our Company and their knowledge and experience.

Basis of consideration The consideration for each of the Pre-[REDACTED] Investments was determined based on arm’s length negotiations between the Company and the Pre-[REDACTED] Investors after taking into consideration the timing of the investments and the status of our business and operating activities.

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Special rights of the Pre-[REDACTED] Investors

Certain special rights were granted to our Pre-[REDACTED] Investors under, among other things, the Fifth Amended and Restated Memorandum and Articles of Association, the shareholders agreement dated 24 June 2020 and the investors’ rights agreement dated 24 June 2020. In compliance with Guidance Letter HKEX-GL43-12 issued by the Stock Exchange, no such special rights will survive after Listing.

[REDACTED]

Upon completion of the [REDACTED], Golden Link Investment Limited will hold [REDACTED]% equity interest in our Company (assuming the [REDACTED]isnot exercised and no Shares are issued pursuant to the Share Schemes). Golden Link Investment Limited will be a substantial shareholder of our Company upon Listing and hence the Shares it holds will not count towards the [REDACTED]. Excepted as stated above, the Shares held by other Pre-[REDACTED] Investors, representing [REDACTED]% of the total issued share capital of our Company upon Listing (assuming the [REDACTED] is not exercised and no Shares are issued pursuant to the Share Schemes), will constitute part of the [REDACTED] for the purpose of Rule 8.08 of the Listing Rules.

Information on the Pre-[REDACTED] Investors

Golden Link Investment Limited (“Golden Link”) is a company incorporated in the Cayman Islands. Golden Link Investment Limited is a wholly-owned subsidiary of Advantech Master Investment Limited, which is in turn a wholly-owned subsidiary of Advantech Capital L.P. (“Advantech Capital”). The general partner of Advantech Capital is Advantech Capital Partners Ltd., which is indirectly and wholly owned by Kee Chan Hebert Pang. Advantech Capital is a growth capital fund focusing on innovation-driven private equity investments primarily in China. With approximately US$1.4 billion assets under management, the fund pursues investment opportunities in the healthcare, technology and innovation sectors, particularly companies providing innovative products, solutions or services. Within the biotech sector, Advantech Capital’s portfolio investments mainly comprise pharmaceutical companies specializing in anti-tumor or anti-inflammatory drugs and developers of innovative medical equipment or software solutions. Mr. Pang is a sophisticated investor and has extensive investment experiences in the healthcare industry. His personal investments in biotech or pharmaceutical industry comprises of companies in China and in the United States, such as CASI Pharmaceuticals, Inc. (a Nasdaq listed company focused on developing and accelerating the launch of innovative therapeutics and pharmaceutical products) and InnoCare Pharma Limited (a company listed on the Main Board of the Stock Exchange (stock code: 9969)). Other than the interest in Golden Link as disclosed herein, Mr. Pang is an Independent Third Party.

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LC Healthcare Fund I, L.P. is an exempted limited partnership fund managed by Legend Capital Management Co., Ltd. and its affiliates (“Legend Capital”). Legend Capital is a leading growth equity investor with offices in Beijing, Shanghai, Shenzhen, and Hong Kong, focusing on high-quality growth opportunities in China, such as TMT, consumer and healthcare sectors.

Weijia Alpha Holdings Limited is an investment holding company incorporated in the British Virgin Islands. It invests in companies with material operations in China. It is wholly-owned by CDH Growth Fund III (USD Parallel), L.P., which is controlled by its general partner, CDH R-III Parallel Holdings Company Limited, a member of CDH Investments group (“CDH”) which is ultimately controlled by Mr. Wu Shangzhi and Mr. Jiao Shuge. Founded in 2002, CDH is one of the leading alternative asset managers that focuses on investment opportunities in China. From its roots in private equity, CDH has expanded to become a diversified alternative asset management platform covering private equity, venture and growth capital, mezzanine & credit, public equities and real estate. CDH has more than 150 investment professionals working in offices in Hong Kong, Singapore, Beijing, Shanghai and Shenzhen to manage assets for institutional clients such as sovereign wealth funds, pension funds, insurance companies, university endowments and family offices. CDH’s core principle is to create value for all of its partners, including portfolio companies and investors, and look to leverage on its China knowledge and network of business relationships to assist its portfolio companies to develop into leaders in their respective sectors.

Owap Investment Pte Ltd. is a private limited company incorporated in Singapore. It is wholly-owned by GIC (Ventures) Pte Ltd and managed by GIC Special Investments Pte. Ltd. GIC Special Investments Pte. Ltd. is wholly-owned by GIC Private Limited. GIC Private Limited is a private limited company established in Singapore, a global asset management company established in 1981 to manage the foreign reserves of Singapore.

China Life Chengda (Shanghai) Healthcare Industry Equity Investment Center (Limited Partnership) is a private equity investment fund registered in the Shanghai Free Trade Zone, China, focusing on the healthcare industry. The fund is managed by China Life Private Equity Investment Limited, which is part of the China Life Insurance Group and focuses on biomedical field, healthcare industry and other alternative investment and management.

Vertex Ventures China III, L.P. (“Vertex Ventures China”) is an exempted limited partnership registered in the Cayman Islands. It is a venture capital fund which business is to carry out investment activities principally in leading early-stage technology and technology enabled consumption driven companies throughout Greater China, in a wide range of technology related industries such as internet, mobile applications, robotics, AI, consumer technologies, medical technologies and devices, and other sectors applicable to technology. Vertex Master Fund I Pte. Ltd., being the largest limited partner, holds a limited partnership interest of 49.03% in Vertex Ventures China.

SK Holdings Co., Ltd. (“SK Holdings”) is an investment holding company incorporated in South Korea and listed on the KOSPI market of the Korea Exchange (stock code: 034730). SK Holdings has globally competitive affiliates in various business fields such as energy,

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Poly Platinum Enterprises Limited is a special purpose vehicle incorporated in the British Virgin Islands. It is wholly-controlled by Greater Bay Area Homeland Development Fund LP. Greater Bay Area Homeland Development Fund LP is set up to grasp the historical opportunities of the development of Guangdong-Hong Kong-Macao Greater Bay Area, and the construction of an International Innovation and Technology Hub, focusing on technological innovation, industrial upgrading, quality of life, smart city and all other related industries.

Efung Hungyun Limited was incorporated under the laws of Seychelles in 2017 as an equity investment fund focusing on investment in the healthcare industry. The beneficial owners of Efung Hungyun Limited are Mr. Jinqiao Zhu (also the fund manager), Mr. Changmin Yang and ChinaBridge Holdings Limited, which provides global contract manufacturing and supply chain services in Asia.

Shanghai Zhenbo Enterprise Management Consulting Partnership (Limited Partnership) was established in the PRC in 2019. It is managed by Shenzhen Efung Management Investment Enterprise (Limited Partnership) (“Efung Capital”). Efung Capital was established in the PRC in 2012. Its general partner is Shenzhen Efung Venture Capital Co. Ltd., and its designated representative is Mr. Zhu Pai. Efung Capital is an investment fund focusing on venture capital and private equity investments in the medical and health industries, particularly in the areas of novel drugs and high-end medical devices. Currently, Efung Capital has approximately US$400 million assets under management.

Shanghai Yangjian Enterprise Management Partnership (Limited Partnership) is a special purpose vehicle established under the laws of the PRC. Its shareholders are two funds respectively managed by Zheshang Venture Capital Co., Ltd. (“ZSVC”) and ZJU Future Capital Co., Ltd. (“ZJU Future”), and it is controlled by Hangzhou Yangjian Investment Partnership, which is managed by ZSVC. ZSVC and ZJU Future are investment firms focusing on healthcare, big consumption, new economy and manufacturing industries.

JT New Century Bioventure Partnership is a limited partnership established under the laws of the PRC, which manages Shanghai Boxun Enterprise Management Consulting Partnership (Limited Partnership), a wholly-owned special purpose vehicle incorporated under the laws of the PRC. JT New Century Bioventure Partnership is dedicated to searching for and supporting innovative entrepreneurships in the healthcare and life science industry. The partnership is currently managing a RMB1 billion venture capital fund by experienced professionals. The team is focused on supporting early to mid-stage entrepreneurships in life science in accomplishing their ambitious vision.

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HBC Asia Healthcare Opportunities IV LLC is an investment vehicle managed by Hudson Bay Capital Management LP. Hudson Bay Capital (“HBC”) is a multi-billion dollar asset management firm operating in New York and London. With over 80 employees, HBC has been managing assets on behalf of outside investors since 2006. The firm invests across multiple strategies by utilizing rigorous fundamental analysis, and seeks to identify value and growth opportunities that are uncorrelated to each other and market indices. HBC promotes an integrated team culture emphasizing collaboration and cross-pollination of ideas across sectors and strategies. Its dedicated investment team seeks to achieve outstanding performance by investing in companies that are poised for growth or are undervalued while maintaining a focus on risk management.

OrbiMed Partners Master Fund Limited (“OPM”), OrbiMed Genesis Master Fund, L.P. (“Genesis”), OrbiMed New Horizons Master Fund, L.P. (“ONH”), and The Biotech Growth Trust PLC (“BIOG”) are OrbiMed investment funds. OrbiMed Capital LLC is the investment advisor for OPM and the portfolio manager of BIOG. OPM is an exempted company incorporated under the laws of Bermuda. BIOG is a publicly listed trust organized under the laws of England. Genesis and ONH are each exempted limited partnerships incorporated under the laws of the Cayman Islands with OrbiMed Advisors LLC acting as the investment manager. OrbiMed Capital LLC and OrbiMed Advisors LLC exercise voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein.

Victorious Astral Limited is an investment holding company incorporated under the laws of the British Virgin Islands and is wholly-owned by CGVC Company Limited. CGVC Company Limited, being an indirectly wholly-owned subsidiary of Country Garden Holdings Company Limited (HKEX:2007), mainly focuses on equity investments outside of real estate investment.

GIG Biotech Investment Management Limited (“GIG Biotech”) is a financial investor of the Company. GIG Biotech is a private equity fund incorporated and existing under the laws of the British Virgin Islands, which focuses on healthcare sector investment. GIG Biotech is controlled by Ms. Huang Qing, CEO of GTJA Investment Group.

Zhengqi (Hong Kong) Financial Holdings Limited (“Zhengqi Hong Kong”) is a wholly-owned subsidiary of Zhengqi Financial Holdings Corporation (“Zhengqi Financial”). Zhengqi Financial is a core subsidiary of Legend Holdings. It is a financial holding company focusing on providing financing services to SMEs and engaging in innovative financial businesses. Zhengqi Hong Kong is an overseas strategic investment platform of Zhengqi Financial, established in Hong Kong. It focuses on investment in core industries of information technology, biomedicine, new energy, and new materials in the Hong Kong capital market. Its business scope includes pre-IPO investment, IPO cornerstone and anchor investment, and secondary market investment. It wholly owns Zhengqi International Asset Management Limited, which holds licenses 1, 4 and 9 regulated by the Hong Kong Securities and Futures Commission, and provides asset management services to domestic and foreign customers using the advantages of licenses.

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Hong Kong Li Hong Company Limited is an investment holding company incorporated in Hong Kong and is controlled by Ms. Chen Peng Ling of the Fujian Septwolves Group. It is primarily engaged in investments in various industries including healthcare, finance and financial technology, energy and environmental conservation and new consumption.

Octagon Investments Master Fund LP (“Octagon Investments”) is an exempted limited partnership formed under the laws of the Cayman Islands and operating as a private investment fund. Octagon Capital Advisors LP (“Octagon Capital”), a Delaware limited partnership and registered investment advisor with the U.S. SEC, serves as the investment manager to Octagon Investments. Founded in 2019, Octagon Capital is a multi-stage investment manager dedicated to evidence-based investing in public and private healthcare companies. Octagon Capital strives to build concentrated, long-term investments and work with our portfolio management teams as partners. Octagon Capital manages capital on behalf of global institutions such as university endowments, non-profit foundations, family offices and established asset managers.

Sage Partners Master Fund is an exempted company with limited liability incorporated in the Cayman Islands (“Sage Partners”). Sage Partners utilizes an evidence-based investment strategy that is based on deep fundamental analysis to invest in companies primarily in the healthcare and healthcare-related industries. The investment activities of Sage Partners are managed by Sage Partners Limited, a Hong Kong-based private investment management company that is led by a team of well-experienced healthcare industry investors.

Compliance with Interim Guidance and guidance letters

On the basis that (i) the consideration for the Pre-[REDACTED] Investments was settled more than 28 clear days before the date of our first submission of the listing application form to the Stock Exchange in relation to the Listing, and (ii) all special rights granted to the Pre-[REDACTED] Investors will not survive Listing, the Joint Sponsors have confirmed that the Pre-[REDACTED] Investments are in compliance with the Interim Guidance on Pre-[REDACTED] Investments issued by the Stock Exchange on 13 October 2010, as updated in March 2017, the Guidance Letter HKEX-GL43-12 issued by the Stock Exchange in October 2012, as updated in July 2013 and March 2017, and the Guidance Letter HKEX-GL44-12 issued by the Stock Exchange in October 2012, as updated in March 2017.

CAPITALIZATION

The table below is a summary of the capitalization of the Company as of the date of this document and immediately prior to the Share Subdivision:

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Aggregate Aggregate total Aggregate ownership number of ownership percentage shares as percentage upon Series A1 Series A2 Series A3 Series B Series B2 Series C at the date as at the completion Ordinary Preferred Preferred Preferred Preferred Preferred Preferred of this date of this of the Shareholders Shares Shares Shares Shares Shares Shares Shares document document(1) [REDACTED](2)

HARBOURBIO LLC 1,400,000 – 108,360––––1,508,360 9.58% [REDACTED] Mai-jing Liao 169,000 – 38,700––––207,700 1.32% [REDACTED] Shuxin Biotech Limited 791,260 – 46,440––––837,700 5.32% [REDACTED] HBM Technology Limited 203,200––––––203,200 1.29% [REDACTED] Xiaoxi Liu 72,875 – 38,700––––111,575 0.71% [REDACTED] Roger Kingdon Craig 298,764––––––298,764 1.90% [REDACTED] Claude Geoffrey Davis 31,449––––––31,449 0.20% [REDACTED] Albert Reginald Collinson 31,449––––––31,449 0.20% [REDACTED] Robert Irwin Kamen 65,649––––––65,649 0.42% [REDACTED] Franklin Gerardus Grosveld 305,683––––––305,683 1.94% [REDACTED] Richard Wilhelm Janssens 81,138––––––81,138 0.52% [REDACTED] Dubravka Drabek 21,110––––––21,110 0.13% [REDACTED] Nessan Anthony Bermingham 12,383––––––12,383 0.08% [REDACTED] Barbara-Jean Bormann- Kennedy 24,491––––––24,491 0.16% [REDACTED] Heather Marie Schwoebel 8,963––––––8,963 0.06% [REDACTED] Maria Adriana Johanna van Zeijl 5,386––––––5,386 0.03% [REDACTED] Ernie de Boer 5,386––––––5,386 0.03% [REDACTED] Marinus Johannes van Haperen 5,425––––––5,425 0.03% [REDACTED] Erasmus MC Holding B.V. 820,540––––––820,540 5.21% [REDACTED] Atlas Venture Fund IX, L.P. 617,184––––––617,184 3.92% [REDACTED] Golden Link Investment Limited – 1,927,894 – 222,225 120,322 68,593 – 2,339,034 14.86% [REDACTED] LC Healthcare Fund I, L.P. – 1,402,106 – – 120,322 114,322 – 1,636,750 10.40% [REDACTED] Weijia Alpha Holdings Limited – – – 475,379–––475,379 3.02% [REDACTED] Owap Investment Pte Ltd. ––––1,082,894 182,916 – 1,265,810 8.04% [REDACTED] Vertex Ventures China III, L.P. ––––120,322 – – 120,322 0.76% [REDACTED]

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China Life Chengda (Shanghai) Healthcare Industry Equity Investment Center (Limited Partnership) ––––601,608 – – 601,608 3.82% [REDACTED] SK Holdings Co., Ltd. –––––114,322 – 114,322 0.73% [REDACTED] Poly Platinum Enterprises Limited –––––274,373 201,767 476,140 3.02% [REDACTED] Efung Hongyun Limited –––––85,970 – 85,970 0.55% [REDACTED] Shanghai Zhenbo Enterprise Management Consulting Partnership (Limited Partnership) –––––256,997 – 256,997 1.63% [REDACTED] Shanghai Boxun Enterprise Management Consulting Partnership (Limited Partnership) –––––480,154 – 480,154 3.05% [REDACTED] Shanghai Yangjian Enterprise Management Partnership (Limited Partnership) –––––137,187 – 137,187 0.87% [REDACTED] Sage Partners Master Fund ––––––100,884 100,884 0.64% [REDACTED] OrbiMed Partners Master Fund Limited ––––––131,149 131,149 0.83% [REDACTED] The Biotech Growth Trust PLC ––––––272,386 272,386 1.73% [REDACTED] OrbiMed Genesis Master Fund, L.P. ––––––40,353 40,353 0.26% [REDACTED] OrbiMed New Horizons Master Fund, L.P. ––––––60,530 60,530 0.38% [REDACTED] GIG Biotech Investment Management Limited ––––––117,025 117,025 0.74% [REDACTED]

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Zhengqi (Hong Kong) Financial Holdings Limited ––––––80,707 80,707 0.51% [REDACTED] Hong Kong Li Hong Company Limited ––––––40,353 40,353 0.26% [REDACTED] HBC Asia Healthcare Opportunities IV LLC ––––––544,772 544,772 3.46% [REDACTED] Octagon Investments Master Fund LP ––––––121,060 121,060 0.77% [REDACTED] Victorious Astral Limited ––––––363,181 363,181 2.31% [REDACTED] Kastle Limited 676,146––––––676,146 4.30% [REDACTED] Other public shareholders ––––––– – –[REDACTED]

Total 5,647,481 3,330,000 232,200 697,604 2,045,468 1,714,834 2,074,167 15,741,754 100% 100%

Notes:

(1) Assuming all Preferred Shares are converted into ordinary shares on a 1:1 basis.

(2) Assuming all Preferred Shares are converted into ordinary shares on a 1:1 basis, the [REDACTED]isnot exercised, no Shares are issued under the Share Schemes and the Share Subdivision is completed.

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CORPORATE STRUCTURE

Corporate structure before the [REDACTED]

The following diagram illustrates the corporate and shareholding structure of our Group immediately prior to completion of the [REDACTED] (assuming no Shares are issued pursuant to the Share Schemes):

HBM [43.05%] Shuxin Other HARBOURBIO Certain of our Kastle HBA Advantech Legend Technology Biotech (7) Pre-[REDACTED] LLC(1) Founders(2) Limited(3) Shareholders(4) Capital(5) Capital(6) GIC Limited(3) Limited(3) vestors(8)

9.58% 2.03% 1.29% [5.32%] [4.30%] 14.83% 14.86% 10.40% 8.04% 29.35%

Company (Cayman)

100% 100%

HBM Holdings BVI Harbour Antibodies (BVI) (The Netherlands)

100% 100% 100% 100% 74.65% 100% 100% 100% 100% HBA H2L2 HBM MT HBM Therapeutics HBM Netherlands HBM U.S. HBM Alpha HBA Subholding HBA HCab HBA U.S. Netherlands (BVI) (Hong Kong) (The Netherlands) (The U.S.) (The U.S.)(9) (The Netherlands) (The Netherlands) (The U.S.) (The Netherlands)

Offshore Onshore 100% 100% 100%

HBM Shanghai HBM Guangzhou HBM Suzhou (The PRC) (The PRC) (The PRC)

100%

HBM Beijing (The PRC)

Notes:

(1) The ordinary shares and series A2 preferred shares in the Company in which Dr. Jingsong Wang is interested are held by HARBOURBIO LLC, a limited liability company incorporated on 6 August 2020 in the State of South Dakota in the U.S., wholly owned and controlled by Dr. Wang for the purpose of estate and tax planning.

(2) Dr. Mai-jing Liao and Dr. Xiaoxi Liu will hold 1.32% and 0.71% equity interest in our Company respectively.

(3) As of 30 June 2020, HBM Technology Limited was wholly owned by Bright Swift Holdings Limited which was in turn wholly owned by Dr. Xiaoxiang Chen, and Shuxin Biotech Limited was wholly owned by Dr. Xiaoxiang Chen. The interest of HBM Technology Limited and Shuxin Biotech Limited in the Company is held for and on behalf of Dr. Xiaoxiang Chen and grantees of share awards under the Pre-[REDACTED] Equity Plan.

The following changes were subsequently effected for the purpose of administering the Pre-[REDACTED] Equity Plan: (i) Shuxin Biotech Limited transferred 900,000 and 54,000 ordinary shares of the Company to Dr. Wang (who subsequently transferred such shares to HARBOURBIO LLC) and Dr. Mai-Jing Liao, respectively, (ii) Bright Swift Holdings Limited issued additional share capital to the effect that it is held as to 37.25% by Dr. Xiaoxiang Chen and 62.75% by 29 other employees of the Group who are Independent Third Parties granted share awards pursuant to the Pre-[REDACTED] Equity Plan, [(iii) Dr. Xiaoxiang Chen transferred 43.05% of the issued share capital in Shuxin Biotech Limited to HBM Technology Limited such that Shuxin Biotech Limited is held as to 43.05% by HBM Technology Limited and 56.95% by Dr. Xiaoxiang Chen, (iv) Shuxin Biotech Limited transferred 676,146 ordinary shares of the Company to Kastle Limited which holds such shares as trustee on behalf of employees of the Group who have been or will be granted share awards pursuant to the Pre-[REDACTED] Equity Plan.]

Dr. Xiaoxiang Chen is beneficially interested in (i) 46,440 Series A2 Preferred Shares held by Shuxin Biotech Limited, representing 0.30% equity interest of the Company as of the date of this document, and (ii) 210,000 ordinary shares of the Company (or [8,400,000] Shares after the Share Subdivision, representing 1.33% equity interest of the Company as of the date of this document) collectively held by HBM Technology Limited and

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Shuxin Biotech Limited. The beneficial interest in the remaining 1,460,606 ordinary shares of the Company (or [58,424,240] Shares after the Share Subdivision, representing 9.28% equity interest of the Company as of the date of this document) collectively held by HBM Technology Limited, Shuxin Biotech Limited [and Kastle Limited] belongs to (i) 183 grantees comprised of 163 current employees of the Group, seven ex-employees of the Group, six members of our scientific advisory board, six external researchers in the Netherlands and an external consultant (Dr. Xun Zhu (朱迅)), who have been granted share awards pursuant to the Pre-[REDACTED] Equity Plan with the number of underlying ordinary shares ranging from 360 to 72,000 (or [14,400] to [2,880,000] Shares after the Share Subdivision) and collectively interested in 1,037,789 ordinary shares of the Company (or [41,511,560] Shares after the Share Subdivision, representing 6.59% equity interest of the Company as of the date of this document), and (ii) other grantees who will be granted share awards with up to 422,817 underlying ordinary shares of the Company (or [16,912,680] Shares after the Share Subdivision, representing 2.69% equity interest of the Company as of the date of this document) pursuant to the Pre-[REDACTED] Equity Plan.

Dr. Xun Zhu is an Independent Third Party who has extensive R&D and academic experience in the field of immunology and has provided professional advice with respect to a wide range of functions including corporate strategy, product portfolio development, business development and talent recruitment since the Group was founded. In appreciation of Dr. Zhu’s on-going contribution on personal account to the Group, especially during the early stage of development where Dr. Zhu’s directional guidance has proven to be critical to the Company’s present success, the Company has granted him 30,208 restricted share units ([1,208,320] Shares underlying such restricted share units upon the Share Subdivision) which, upon vesting in full, will represent 0.14% of the total issued share capital of the Company upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised and no shares are issued pursuant to the Share Schemes). Dr. Zhu is an independent non-executive director of Sihuan Pharmaceutical Holdings Group Ltd. (HKEX: 460). Dr. Zhu used to serve as deputy secretary general of the Changchun Municipal Government. Dr. Zhu has over 20 years of experience in the pharmaceutical industry. He is currently the chief of medicine and strategy of Pharmacodia* (藥渡戰略). He is also a special medical expert of Advantech Capital Investment* (尚珹資本) and an independent director of Shenzhen ChipScreen BioS* (深圳微芯生物) (SH.688321). To the best knowledge of the Company, Dr. Zhu is currently a special medical expert of Advantech Capital, one of the Pre-[REDACTED] Investors. He is also a member of the investment committee of JT New Century Bioventure Partnership which manages Shanghai Boxun Enterprise Management Consulting Partnership (Limited Partnership), also one of the Pre-[REDACTED] Investors. Save as disclosed herein, Dr. Zhu has no relationship with the Company, its subsidiaries, its shareholders, Directors and senior management or any of their respective associates. Dr. Zhu is an Independent Third Party.

The six external researchers in the Netherlands are employed by Erasmus Medical Center and they conduct research activities on early stage products for our Group based on separate research service agreements they signed with our Group. They have been granted share awards with 19,000 underlying ordinary shares of the Company in aggregate (or [760,000] Shares after the Share Subdivision) which, upon vesting in full, will represent [REDACTED]% of the total issued share capital of the Company upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised and no shares are issued pursuant to the Share Schemes).

(4) HBA Shareholders refers to Roger Kingdon Craig, Claude Geoffrey Davis, Albert Reginald Collinson, Robert Irwin Kamen, Franklin Gerardus Grosveld, Richard Wilhelm Janssens, Dubravka Drabek, Nessan Anthony Bermingham, Barbara-Jean Bormann-Kennedy, Heather Marie Schwoebel, Maria Adriana Johanna van Zeijl, Ernie de Boer, Marinus Johannes van Haperen, Erasmus MC Holding B.V. and Atlas Venture Fund IX Cooperatief U.A.

(5) Advantech Capital holds equity interest in the Company through Golden Link Investment Limited. Golden Link Investment Limited is a wholly-owned subsidiary of Advantech Master Investment Limited, which is in turn a wholly-owned subsidiary of Advantech Capital. The general partner of Advantech Capital is Advantech Capital Partners Ltd., which is wholly-owned by Advantech Capital Holdings Ltd., which is in turn wholly-owned by Kee Chan Hebert Pang.

(6) Legend Capital holds equity interest in the Company through LC Healthcare Fund I, L.P.. Legend Capital Co., Ltd is deemed to be interested in the equity interests held by LC Healthcare Fund I, L.P., due to the fact that it is the sole shareholder of Union Season Holdings Limited, which is the sole shareholder of LC Fund GP Limited, which in turn is the general partner of LC Healthcare Fund I GP, L.P., which in turn is the general partner of LC Healthcare Fund I, L.P.. Legend Capital Co., Ltd is ultimately controlled by each of Linan Zhu, Hao Chen and Nengguang Wang.

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(7) GIC holds equity interest in the Company through Owap Investment Pte Ltd.. Owap Investment Pte Ltd. is wholly-owned by GIC (Ventures) Pte Ltd and managed by GIC Special Investments Pte. Ltd, which is wholly-owned by GIC Private Limited.

(8) Other Pre-[REDACTED] Investors refers to all Pre-[REDACTED] Investors excluding Golden Link Investment Limited, LC Healthcare Fund I, L.P. and Owap Investment Pte Ltd.

(9) HBM Alpha is owned as to 74.65% by HBM Holdings BVI, 4.23% by Children’s Medical Center Corporation (an Independent Third Party) and 21.13% by Joseph A. Majzoub, M.D. (an Independent Third Party).

Corporate structure immediately following the [REDACTED]

The following diagram illustrates the corporate and shareholder shareholding structure of our Group immediately following completion of the [REDACTED] (assuming the [REDACTED] is not exercised and no Shares are issued pursuant to the Share Schemes):

HBM Shuxin Other [REDACTED] by HARBOURBIO Certain of our [43.05%] Kastle HBA Advantech Legend Technology Biotech (7) Pre-[REDACTED] Pre-[REDACTED] LLC(1) Founders(2) Limited(3) Shareholders(4) Capital(5) Capital(6) GIC [REDACTED] Limited(3) Limited(3) Investors(8) Investors

[REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]%

Company (Cayman)

100% 100% HBM Holdings BVI Harbour Antibodies (BVI) (The Netherlands)

100% 100% 100%100% 74.65% 100% 100% 100% 100%

HBA H2L2 HBM MT HBM Therapeutics HBM Netherlands HBM U.S. HBM Alpha HBA Subholding HBA HCab HBA U.S. Netherlands (BVI) (Hong Kong) (The Netherlands) (The U.S.) (The U.S.)(9) (The Netherlands) (The Netherlands) (The U.S.) (The Netherlands)

Offshore Onshore 100% 100% 100%

HBM Shanghai HBM Guangzhou HBM Suzhou (The PRC) (The PRC) (The PRC)

100%

HBM Beijing (The PRC)

Notes:

(2) Dr. Mai-jing Liao and Dr. Xiaoxi Liu will hold [REDACTED]% and [REDACTED]% equity interest in our Company respectively immediately following the [REDACTED].

(3) Dr. Xiaoxiang Chen is beneficially interested in (i) 46,440 Series A2 Preferred Shares held by Shuxin Biotech Limited, representing [REDACTED]% equity interest of the Company immediately following the [REDACTED], and (ii) 210,000 ordinary shares of the Company (or [8,400,000] Shares after the Share Subdivision, representing [REDACTED]% equity interest of the Company immediately following the [REDACTED]) collectively held by HBM Technology Limited and Shuxin Biotech Limited. The beneficial interest in the remaining 1,460,606 ordinary shares of the Company (or [58,424,240] Shares after the Share Subdivision, representing [REDACTED]% equity interest of the Company immediately following the [REDACTED]) collectively held by HBM Technology Limited, Shuxin Biotech Limited and Kastle Limited belongs to (i) 183 grantees comprised of 163 current employees of the Group, seven ex-employees of the Group, six members of our scientific advisory board, six external researchers in the Netherlands and an external consultant (Dr. Xun Zhu (朱迅)), who have been granted share awards pursuant to the Pre-[REDACTED] Equity Plan with the number of underlying ordinary shares ranging from 360 to 72,000 (or [14,400] to [2,880,000] Shares after the Share Subdivision) and are collectively interested in 1,037,789 ordinary shares of the Company (or [41,511,560] Shares after the Share Subdivision, representing [REDACTED]% equity interest of the Company immediately following the [REDACTED]), and (ii) other grantees who will be granted share awards with up to 422,817 underlying ordinary shares of the Company (or [16,912,680] Shares after the Share Subdivision, representing [REDACTED]% equity interest of the Company immediately following the [REDACTED]) pursuant to the Pre-[REDACTED] Equity Plan.

See the preceding page for other notes

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PRC LEGAL COMPLIANCE

M&A Rules

According to the Regulations on Merger with and Acquisition of Domestic Enterprises by Foreign Investors (《關於外國投資者併購境內企業的規定》) (the “M&A Rules”) jointly issued by the MOFCOM, the State-owned Assets Supervision and Administration Commission of the State Council, the SAT, the CSRC, State Administration for Industry and Commerce (now known as State Administration for Market Regulation) and the SAFE on 8 August 2006, effective as of 8 September 2006 and amended on 22 June 2009, a PRC company or individual that intends to acquire its/his/her related domestic company through an offshore company which it/he/she lawfully established or controls, such acquisition shall be subject to the examination and approval of MOFCOM. The M&A Rules, among other things, further purport to require that an offshore special vehicle, or a special purpose vehicle, formed for listing purposes and controlled directly or indirectly by PRC companies or individuals, shall obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange, in the event that the special purpose vehicle acquires shares of or equity interests in the PRC companies in exchange for the shares of such special purpose vehicle.

Our PRC Legal Adviser is of the view that, unless new laws and regulations are enacted or MOFCOM and CSRC publish new provisions or interpretations on the M&A Rules to the contrary in the future, prior CSRC or MOFCOM approval for this [REDACTED]isnot required because each of HBM Shanghai, HBM Suzhou and HBM Guangzhou was incorporated as a foreign-invested enterprise without involving acquisition of the equity or assets of a “PRC company”, as such term is defined under the M&A Rules.

Circular 37

In 2014, the State Administration of Foreign Exchange promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles (《關於境內居民通過特殊目的公司境外投融資及返程投資外匯管理有關問題的通知》) (the “SAFE Circular 37”). In 2015, SAFE further issued the Circular on Further Simplifying and Improving the Direct Investment-related Foreign Exchange Administration Policies (《關於進一步簡化和改進直接投資外匯管理政策的通知》) (the “Simplify Notice”). The SAFE Circular 37 and the Simplify Notice require PRC residents to register with local branches of SAFE or competent banks designated by SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in the SAFE Circular 37 as a “special purpose vehicle”.

As of the Latest Practicable Date, Dr. Xiaoxiang Chen, who is subject to the SAFE Circular 37 registration requirement, has completed the initial registration under the SAFE Circular 37.

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