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If you are a shareholder of record of our ordinary shares registered on our Cayman Islands register as of the close of business (Eastern Time) on the record date, you may vote your ordinary shares by submitting your proxy through www.proxyvote.com no later than 11:59 p.m. (Eastern Time) on June 7, 2022. You may also vote over the telephone by calling toll-free 1-800-690-6903 and following the recorded instructions no later than 11:59 p.m. (Eastern Time) on June 7, 2022. If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than June 7, 2022 to be voted at the Annual Meeting. In addition, you may vote during the Annual Meeting by attending the Annual Meeting virtually at www.virtualshareholdermeeting.com/LIAN2022. You will need the 16-digit control number included with the Notice (as defined below), on your proxy card, or the instructions that accompany your proxy materials to attend the Annual Meeting virtually.

You may attend the Annual Meeting virtually if you are shareholder of record of our ordinary shares by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/LIAN2022. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Shareholders are encouraged to log in to this website and pre-register for the Annual Meeting before the start time of the meeting. Online check-in will begin 15 minutes prior to the start of the meeting, and you should allow ample time for the online check-in procedures. There will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page. Holders of ADSs will not be entitled to attend or vote at the Annual Meeting unless they convert their ADSs into ordinary shares before the record date.

If a holder of ADSs cancels his, her or its ADSs in exchange for ordinary shares on or prior to the record date, such holder of ADSs will not be able to instruct Citibank, as depositary of the ADSs, as to how to vote the ordinary shares represented by the canceled ADSs as described above. Holders of ADSs who wish to cancel their ADSs in exchange for ordinary shares for the purpose of voting the ordinary shares directly will need to make arrangements to deliver their ADSs to Citibank, as depositary of the ADSs, for cancellation with sufficient time to allow for the completion of the delivery, together with (a) delivery instructions for the corresponding ordinary shares (including, if applicable the name and address of person(s) who will be the registered holder of such ordinary shares) and (b) payment of the ADS depositary fees associated with such ADS cancellation ($0.05 per ADS to be cancelled) and any applicable taxes. If ADSs are held in a brokerage firm, bank or other financial institution, please contact the broker, bank or other financial institution to find out what actions need to be taken to instruct the broker, bank or other financial institution to present the ADSs for cancellation. Please be aware that there are no guarantees of timely delivery or re-registration of ordinary shares prior to the record date due to the time differences between Eastern Time and China Standard Time, and the time required to process the ADS cancellations and the delivery of our ordinary shares.

A “broker non-vote” occurs when a brokerage firm, bank or other financial institution holding shares for a beneficial owner of ordinary shares does not vote the shares on a proposal because (i) the brokerage firm, bank or other financial institution does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting or (ii) the brokerage firm, bank or other financial institution had discretionary voting authority but nevertheless refrained from voting on the matter. Brokerage firms, banks and other nominees who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given with respect to routine matters. Although the determination of whether a brokerage firm, bank or other financial institution will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the SEC, we expect that the ordinary resolution to elect the director nominees as set forth in this Proxy Statement (Proposal No. 1) will be considered a non-routine matter and the ordinary resolution to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal No. 2) will be a routine matter. Accordingly, if your shares are held by a brokerage firm, bank or other financial institution on your behalf and you do not instruct the brokerage firm, bank or other financial institution as to how to vote your shares, your brokerage firm, bank or other financial institution will be entitled to exercise discretion to vote your shares only on Proposal No. 2, but your brokerage firm, bank or other financial institution may not exercise discretion to vote on Proposal No. 1. Discretionary proxies with respect to our ordinary shares underlying our ADSs will be processed by Citibank in accordance with the provisions of the Deposit Agreement.

Pursuant to the Articles, the quorum required for a general meeting of shareholders consists of one or more shareholders holding not less than an aggregate of one-third of all voting share capital of the Company in issue who are present in person, virtually or by proxy, and entitled to vote. As of close of business (Eastern Time) on April 12, 2022, there were 107,275,458 shares outstanding and entitled to vote. Thus, the holders of 35,758,486 shares must be present or represented by proxy at the Annual Meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you attend the Annual Meeting in person virtually by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/LIAN2022. Abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum. If there is no quorum, the holders of a majority of the shares present at the meeting or represented by proxy may adjourn the meeting to another date.

Shareholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual general meeting of shareholders by submitting their proposals in writing to us in a timely manner. In order to be considered for inclusion in the proxy statement for the 2023 annual general meeting of shareholders, shareholder proposals (including a director nomination) must be received at our principal executive offices no later than December 28, 2022, and must otherwise comply with the requirements of Rule 14a-8 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). If we do not receive notice of the proposal or nomination at our principal executive offices prior to such date, such proposal or nomination will be considered untimely for purposes of Rules 14a-8. If the date of the annual general meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal or nomination in a press release or in a document filed with the SEC.

Upon the review and recommendation of the nominating and corporate governance committee, the Board has nominated Tassos Gianakakos and Michael Henderson as our Class I director nominees for election to the Board at the Annual Meeting. Mr. Gianakakos has served as a member of our Board since August 2020. Dr. Henderson is not currently a member of our Board, and his Board service would commence upon his election at the Annual Meeting. Mr. Gianakakos and Dr. Henderson were nominated to our Board pursuant to the Director Nomination Agreement, as described under “Certain Relationships and Related Party Transactions—Director Nomination Agreement.” In accordance with the terms of the Director Nomination Agreement, each of Mr. Gianakakos and Dr. Henderson has been nominated for and has agreed to stand for election to our Board to serve as a Class I director of our Company for three years and until their successors are elected and qualified or until their earlier death, resignation or removal. Additional information about each of Mr. Gianakakos and Dr. Henderson, including their backgrounds and qualifications to serve on our Board, is provided under “Corporate Governance – Class I Director Nominees” below.

Tassos Gianakakos has served as a member of our Board since August 2020. Mr. Gianakakos served as Chief Executive Officer and President and as a member of the board of directors of MyoKardia from October 2013 through November 2020, when it was acquired by Bristol-Myers Squibb. Mr. Gianakakos previously served as senior vice president and chief business officer at MAP Pharmaceuticals, Inc. from September 2006 to March 2013 when it was acquired by Allergan PLC. Prior to MAP Pharmaceuticals, Mr. Gianakakos led the formation of Codexis, Inc. in 2001. At Codexis, Mr. Gianakakos served as president and senior vice president, business development, and global head of Codexis’s Pharmaceuticals Business Unit. Before forming Codexis, Mr. Gianakakos was director of business development at Maxygen, a directed evolution company, where he led the company’s business development efforts for its vaccine and bio-industrial platforms, as well as financing activities including the company’s initial public offering. Prior to Maxygen, Mr. Gianakakos was a process engineer in Merck & Co., Inc.’s vaccine division. Mr. Gianakakos holds bachelor’s degrees in chemical engineering and economics from the Massachusetts Institute of Technology, a master’s degree in biotechnology from Northwestern University and a master’s degree in business administration from Harvard Business School. We believe Mr. Gianakakos’s extensive management experience in the pharmaceutical industry qualifies him to serve on our Board.

Michael Henderson, M.D., 32, is a nominee for Class I director at the Annual Meeting. Dr. Henderson is not currently a member of our Board. Dr. Henderson has served as the chief business officer of BridgeBio Pharma, Inc. (“BridgeBio”) since January 2020, and previously served as BridgeBio’s senior vice president of Asset Acquisition, Strategy and Operations from December 2017 to December 2019 after serving as the vice president of Asset Acquisition, Strategy and Operations from April 2016 to December 2017. Dr. Henderson additionally serves as the chief executive officer of certain of BridgeBio’s subsidiaries, including QED Therapeutics, Inc. and Origin Biosciences, Inc. (“Origin Biosciences”) since December 2017 and March 2020, respectively. He also previously served as the chief executive officer of Origin Biosciences from December 2017 to December 2019. Since February 2021, Dr. Henderson has served on the board of directors for ARYA Sciences Acquisition Corp IV. Prior to BridgeBio, Dr. Henderson worked as a senior associate at McKinsey & Company from January 2015 to April 2016 and co-founded PellePharm, Inc. in August 2011. Dr. Henderson received a bachelor’s degree in global health with a citation in Spanish from Harvard University in 2011 and earned a medical degree with a scholarly concentration in health services and policy from Stanford University in 2014. We believe Dr. Henderson’s extensive experience in the pharmaceutical and biotech industry qualifies to serve on our Board.

Wei Wei Chen has served as a member of our Board since April 2022. From June 2015 to December 2020, Ms. Chen served as vice president and chief financial officer of Starbucks (China) Company Limited. From July 2012 to May 2015, Ms. Chen served as chief financial officer of Yum! Brands, Inc.’s China Division. From February 2004 to June 2012, Ms. Chen held roles of increasing responsibility at Sanofi Group, including chief financial officer (Asia) from April 2011 through June 2021. Earlier in her career, Ms. Chen worked for Schering-Plough Corporation and Ernst & Young, LLP in a variety of roles. Since June 2021, Ms. Chen has served as a non-executive director and senior business advisor to HBM Holdings Limited, an antibody therapeutics biopharmaceutical company listed on the Hong Kong Stock Exchange. Ms. Chen is a certified public accountant. She received her bachelor’s degree in accountancy from the University of Illinois and her master’s degree in business administration from Rutgers University. We believe Ms. Chen’s extensive financial and strategic experience qualifies her to serve on our Board.

Adam Stone has served as a member of our Board since October 2019. Since July 2021 and February 2021, respectively, Mr. Stone has served as the Chief Executive Officer of ARYA Sciences Acquisition Corp V and ARYA Sciences Acquisition Corp IV, respectively, and as a member of their board of directors. Mr. Stone previously served as the chief executive officer and a member of the board of directors of ARYA Sciences Acquisitions Corps I, II, and III. Mr. Stone joined Perceptive, a life sciences focused investing firm and affiliate of the Company, in 2006 and has served as Chief Investment Officer since 2012 and is a member of the internal investment committees of Perceptive’s credit opportunities and venture funds. Mr. Stone previously served as a Senior Analyst at Ursus Capital from 2001 to 2006, where he focused on biotechnology and specialty pharmaceuticals. Mr. Stone has also served as a member of the boards of directors of Solid Biosciences since November 2015 and Immatics since July 2020. Mr. Stone earned a bachelor’s degree in molecular biology from Princeton University. We believe Mr. Stone’s extensive experience developing early-stage biotech and healthcare companies qualifies him to serve on our Board.

Konstantin Poukalov has served as the Executive Chairman of our Board since October 2019. Mr. Poukalov has served as a Managing Director at Perceptive, a life sciences-focused investment firm and affiliate of the Company, since March 2019. Since July 2021 and February 2021, respectively, Mr. Poukalov has served as the Chief Business Officer of ARYA Sciences Acquisition Corp V and ARYA Sciences Acquisition Corp IV, respectively. Mr. Poukalov previously served as the chief business officer of ARYA Sciences Acquisitions Corp and ARYA Sciences Acquisition Corps II and III. From July 2012 to October 2018, Mr. Poukalov served in roles of increasing responsibility at Kadmon, most recently serving as Executive Vice President and Chief Financial Officer from July 2014 to October 2018. Prior to joining Kadmon, Mr. Poukalov was a member of the healthcare investment banking group at Jefferies LLC from 2009 to 2012, focusing on companies across the life sciences and biotechnology sectors. Prior to Jefferies LLC, Mr. Poukalov was a member of UBS Investment Bank, focusing on the healthcare industry from 2006 to 2009. Mr. Poukalov has also served as a member of the boards of directors of Lyra Therapeutics since January 2020 and previously served as a member of the board of directors for Landos Biopharma, Inc. from August 2019 until August 2021. Mr. Poukalov earned a bachelor’s degree in electrical engineering from Stony Brook University. We believe Mr. Poukalov’s extensive financial and industry experience qualifies him to serve on our Board.

Yizhe Wang, Ph.D., has served as our Chief Executive Officer and a member of our Board since May 2021. Dr. Wang previously served as Global Brand Development Leader, Lilly Oncology, at Eli Lilly and Company (“Eli Lilly”), from April 2018 to May 2021. From June 2020 to November 2020, Dr. Wang served as Global Platform Lead for anti-COVID Therapy, Lilly Research Lab, where he led a new operating model integrating discovery, development and launch resulting in the EUA of bamlanivimab. From April 2018 to May 2020, Dr. Wang was Senior Vice President, Head of BioMedicines and Oncology Businesses, Lilly China, where he was a member of the Global Oncology and Biomedicines Business Unit lead teams, and China Executive Committee. Prior to Eli Lilly, Dr. Wang was at GlaxoSmithKline plc for 15 years where he held product and commercial strategy roles of increasing responsibility in the United States (2003-2012), United Kingdom (2012-2014) and China (2014-2018), ultimately serving as Head of GlaxoSmithKline plc China Pharmaceuticals’s Respiratory Business Unit. Earlier in his career, he was a researcher at Bristol-Myers Squibb. Dr. Wang received a doctorate in organic chemistry from Yale University. He also earned a master’s degree in business administration from the Wharton School at the University of Pennsylvania and a bachelor’s degree in chemistry from Ramapo College of New Jersey. We believe Dr. Wang’s significant experience within the United States and China life sciences markets qualify him to serve as a member of our Board.

Our Board has an active role, as a whole and at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including liquidity risks and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our Board and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks. Our Board believes its administration of its risk oversight function has not negatively affected our Board’s leadership structure.

Our audit committee was established upon the effectiveness of the registration statement on Form S-1 for our initial public offering. Our audit committee consists of Tassos Gianakakos, Susan Silbermann, Wei Wei Chen and Konstantin Poukalov, with Tassos Gianakakos serving as chair of the committee. Our Board has determined that each of Tassos Gianakakos, Wei Wei Chen and Susan Silbermann satisfies the independence requirements under the rules of the Nasdaq Global Market and under Rule 10A-3 of the Exchange Act, and that each member of our audit committee has sufficient knowledge in financial and auditing matters to serve on the audit committee. In addition, our Board has determined that both Tassos Gianakakos and Wei Wei Chen qualify as financial experts as set forth under the applicable rules of the SEC. The Board has determined that Konstantin Poukalov is not independent due his relationship with Perceptive, our controlling shareholder, where he serves as a Managing Director. For additional information, see “Certain Relationships and Related Party Transactions.” We anticipate that, within one year following the effective date of the registration statement for our initial public offering (such date, October 29, 2022), our audit committee will consist exclusively of independent directors.

When evaluating director candidates, the nominating and corporate governance committee will consider, in the same manner as any other candidate the committee would consider, properly nominated candidates recommended by shareholders. To be considered properly nominated, shareholder nominations must, in addition to any requirements set for shareholder proposals in the Company’s last annual proxy statement (including those related to timing of proposals), (i) be received in writing at the Company’s principal executive offices; (ii) to the extent reasonably available to the nominating shareholder, provide information relating to the proposed nominee that would be required to be disclosed in a proxy statement pursuant to Regulation 14A of the Exchange Act, including the name, age, detailed biographical information of current and previous employment or occupations, relationships to the Company, and share ownership of the Company for the proposed nominee; (iii) provide the written consent of the individual being put forward as a proposed nominee to (A) be included in the Company’s next proxy statement as a director candidate and (B) serve as a director, if elected; (iv) provide a statement explaining the qualifications of the proposed nominee in the opinion of the proposing shareholder describing the qualities that qualify the proposed nominee to serve on the Board; and (v) otherwise comply with Rule 14a-8 of the Exchange Act. The committee may also require any proposed nominee to furnish such other information as the committee may reasonably require to determine the eligibility of the proposed nominee to serve on the Board and to determine the proposed nominee’s independence under the Exchange Act and applicable Nasdaq rules.

Yi Larson has served as our Chief Financial Officer since May 2021. Ms. Larson previously served as Executive Vice President and Chief Financial Officer at Turning Point Therapeutics, Inc., a clinical stage precision oncology company, from August 2019 to March 2021. Prior to that, Ms. Larson worked at Goldman Sachs & Co. LLC, where she held various roles since 2008, most recently as a Managing Director of Healthcare Investment Banking. During her tenure at Goldman Sachs & Co. LLC, Ms. Larson advised a variety of biopharmaceutical company boards of directors and management teams on a range of strategic financial matters and executed equity offerings, debt offerings and M&A transactions. She also has served as a member of the board of directors of Olema Pharmaceuticals, Inc., a clinical stage biopharmaceutical company, since April 2021. Ms. Larson graduated from The Wharton School at the University of Pennsylvania with a master’s degree in business administration concentrated in finance. She also earned a master’s degree in electrical engineering and computer science and a bachelor’s degree in electrical engineering, both from the Massachusetts Institute of Technology.

Debra Yu, M.D., has served as our President and Chief Strategy Officer since September 2021, and previously served as our President and Chief Business Officer from October 2019 until September 2021. Dr. Yu previously served as Managing Director and Head of Cross Border Healthcare Investment Banking at China Renaissance Securities (U.S.), a brokerage firm, from August 2016 to September 2019. Prior to that, she was Managing Director of Labrador Advisors, LLC, where she advised numerous cross-border partnerships and licensing transactions from May 2009 to June 2016. Earlier, she was Vice President, Strategy at WuXi Apptec between 2008 and 2009, and helped to architect and co-lead Pfizer’s venture capital team and was a member of Pfizer’s Worldwide Business Development organization between 2005 and 2008. Dr. Yu was a Bay Area venture investor for several years, serving as General Partner of Delphi Ventures from 1995 to 1998 and Managing Director of Bay City Capital from 1998 to 2001. She also held positions at McKinsey & Co. in New York and London between 1992 and 1995. She began her career as an analyst at Morgan Stanley in 1987 to 1988. Dr. Yu has also served as a member of the board of directors of ARYA Sciences Acquisition Corp V since July 2021 and MeiraGTx Holdings plc since April 2022. 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.


(1)			Amounts reflect the aggregate grant date fair value of share options and restricted share units (“RSUs”) awarded to our NEOs under the 2019 Equity Incentive Plan (the “2019 Plan”) during fiscal year 2020, and the 2019 Plan and the 2021 Equity Incentive Plan (the “2021 Plan”) during fiscal year 2021, computed in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures. See Note 9 to our audited financial statements for the fiscal year ended December 31, 2021, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for information regarding assumptions underlying the valuation of equity awards.
(2)			Dr. Wang commenced employment with the Company on May 17, 2021 with an annual base salary of $500,000. The reported amount reflects his prorated base salary for 2021 of $312,500.
(3)			Dr. Wang received a one-time sign-on bonus totaling $240,000.
(4)			For Dr. Wang, the amount reflects the aggregate grant date fair value of the share option grants made to him on May 17, 2021, the vesting conditions of which are described below under “Agreements with our Named Executive Officers—Dr. Wang” and the performance-based share option and RSU awards made to him on December 31, 2021, the vesting conditions of which are described below under “Outstanding Equity Awards at 2021 Fiscal Year-End.”
(5)			For Dr. Yu, the amount reflects the aggregate grant date fair value of the share option grants made to her on October 31, 2021 and the performance-based share option and RSU awards made to her on December 31, 2021. The vesting conditions of these equity grants are described below under “Outstanding Equity Awards at 2021 Fiscal Year-End.”
(6)			Amount reflects Dr. Yu’s annual cost-of-living allowance for 2021 which was in effect until September 15, 2021, as provided for under her employment agreement with the Company.
(7)			Amount reflects Dr. Yu’s annual cost-of-living allowance, as provided for under her employment agreement with the Company in effect during 2020.
(8)			Ms. Larson commenced employment with the Company on May 1, 2021 with an annual base salary of $500,000. The reported amount reflects her prorated base salary for 2021 of $333,333.
(9)			For Ms. Larson, the amount reflects the aggregate grant date fair value of the share option grants made to her on May 1, 2021, October 31, 2021 and December 1, 2021 and the performance-based share option and RSU awards made to her on December 31, 2021. The vesting conditions of these equity grants are described below under “Outstanding Equity Awards at 2021 Fiscal Year-End.”
(10)			Dr. Li’s employment was terminated on March 26, 2021. The reported amount of $130,108 reflects his prorated salary prior to his termination.
(11)			Dr. Li received severance payments equal to $550,000 under the terms of his severance agreement.
(12)			For Dr. Li, the amount reflects the aggregate grant date fair value of the share option grants made to him on January 1, 2020 ($1,128,880) and December 17, 2020 ($3,367,080).
(13)			Under his employment agreement, Dr. Li was entitled to housing assistance payments while working in China in an amount equal to CNY 50,000 per month. The amount reported above has been converted to USD using the spot rate of 1 U.S. dollar to 6.50 Chinese Yuan as of December 31, 2020.

Effective May 17, 2021, Dr. Wang was appointed as our new Chief Executive Officer. Under the terms of his employment agreement, Dr. Wang’s annual base salary is $500,000, he received a one-time sign-on bonus totaling $240,000 and he received an annual bonus for 2021 equal to 100% of his base salary, calculated on a prorated basis based on his hire date. In subsequent years, Dr. Wang is eligible to receive performance-based annual bonuses with a target equal to 100% of his base salary at the discretion of our Board. In 2021, Dr. Wang received a share option award in respect of 3,877,225 shares of the Company (the “CEO Grant”). Fifty percent (50%) of the options under the CEO Grant are subject solely to the following time-based vesting condition (the “Time-Vesting Options”): twenty-five percent (25%) of the Time-Vesting Options will vest on each of the first four anniversaries of Dr. Wang’s hire date, subject to his continued employment on each such vesting date (such vesting condition, the “Time-Vesting Condition”). The remaining fifty percent (50%) of the options under the CEO Grant are subject to both a time- and performance-based vesting condition (the “Performance Options”). Fifty percent (50%) of the Performance Options will become earned upon the Company achieving an enterprise value of not less than $2.0 billion at any time after Dr. Wang’s hire date and the remaining fifty percent (50%) of the Performance Options will become earned upon the Company achieving an enterprise value of not less than $4.0 billion at any time after Dr. Wang’s hire date. To the extent earned based on the satisfaction of the foregoing performance conditions, the Performance Options will vest in accordance with the Time-Vesting Condition.


(1)			Unless otherwise noted, all option awards have a maximum term of ten years from the grant date and vest in equal annual installments over four years, beginning on the first anniversary of the grant date, subject to the executive remaining in continuous service with us on each such vesting date.
(2)			Reflects performance-based options that will become earned upon the Company achieving an enterprise value of not less than $2.0 billion at any time after the grant date (but prior to the expiration of the term of the option). To the extent earned based on the satisfaction of the foregoing performance conditions, the share options will vest in accordance with the Time-Vesting Condition.
(3)			Reflects performance-based share options that will become earned upon the Company achieving an enterprise value of not less than $4.0 billion at any time after the grant date (but prior to the expiration of the term of the option). To the extent earned based on the satisfaction of the foregoing performance conditions, the share options will vest in accordance with the Time-Vesting Condition.
(4)			Reflects performance-based share options, 60% of which will vest on the one-year anniversary of the date mavacamten new drug application (“NDA”) acceptance in China is obtained, with the remaining 40% vesting on the six-month anniversary of the date on which the National Medical Products Administration (“NMPA”) grants approval of mavacamten in China, subject to the executive remaining in continuous service with us on each such vesting date.
(5)			Reflects performance-based restricted share units, 60% of which will vest on the one-year anniversary of the date mavacamten NDA acceptance in China is obtained, with the remaining 40% vesting on the six-month anniversary of the date on which the NMPA grants approval of mavacamten in China, subject to the executive remaining in continuous service with us on each such vesting date.
(6)			This option vests over four years, with 25% of the shares underlying the option vesting on October 31, 2022 and 2.08% of the shares underlying the option vesting monthly thereafter beginning on November 30, 2022.
(7)			Dr. Li did not hold any equity awards as of December 31, 2021.

Pursuant to their employment agreements, Dr. Wang, Dr. Yu and Ms. Larson are eligible for the following severance benefits, generally subject to their execution of a release of claims in a form reasonably satisfactory to the Company. In the event of a termination of employment by the Company without “cause” (as defined in the agreement) or by the executive with “good reason” (as defined in the agreement), the executive will be entitled to receive unpaid base salary computed on a pro rata basis to the termination date, reimbursement of unreimbursed expenses in accordance with the Company’s reimbursement policy and any other benefits as required by applicable law (collectively, “Accrued Amounts”); base salary and fringe benefits for the 12-month period following the date the executive’s employment terminates (the “Severance Payment”); and, for Dr. Wang, a maximum aggregate amount equal to fifty percent (50%) of the executive’s annual bonus for the first year of his employment or the target amount of the performance bonus for the year of termination, provided that Dr. Wang has been employed for no less than six (6) consecutive months in the calendar year of a termination; in the event of a termination of employment as a result of the executive’s death or disability, or in the event of a Contract Non-renewal (as defined above), the executives would be entitled to receive the Accrued Amounts and the Severance Payment (collectively, the “Severance Benefits”). The severance benefits that Dr. Li received in connection with his termination of employment are described below.

Effective March 26, 2021, Dr. Li’s employment with the Company terminated. As part of his severance agreement, he received 12 months of severance pay in the form of base salary continuation (in the amount of $550,000). In addition, we agreed to extend the exercise period for a portion of the vested options held by Dr. Li as of his termination date (the “extended options”) until the six-month anniversary of such termination date (the “extended exercise date”). The unvested portions of Dr. Li’s 2020 share option grants, the portion of the vested options held by Dr. Li that did not have their exercise periods extended and the portion of the extended options that were not so exercised by the extended exercise date, in each case, were forfeited in connection with (or following, in the case of the extended options) his termination of employment. In April 2022, Dr. Li issued the Promissory Note (as defined below) to LianBio, LLC in connection with a loan, in the aggregate principal amount of $5,783,814, made to Dr. Li to cover the withholding taxes arising from his exercise of vested options. For additional information regarding the Promissory Note, see “Certain Relationships and Related Party Transactions─Promissory Note to Bing Li.” Dr. Li remains subject to the post-employment restrictive covenant obligations set forth in his Compliance Agreement, as described above.

The share options granted to our non-employee directors have a per share exercise price equal to the closing price of a share on the date of grant (or if no closing price is reported on that date, the closing price on the immediately preceding date on which a closing price was reported) and will expire not later than ten years after the date of grant. The share option granted to a non-employee director upon his or her initial election to our Board will vest in equal monthly installments over a period of three years commencing from the date of grant, subject to such director’s continued service on our Board. The annual share options granted to our non-employee directors will vest as to 100% of the shares underlying the option on the one-year anniversary of the date of grant, subject to the director’s continued service on our board of directors. Upon a change in control (as defined in the 2021 Plan), each initial share option and each annual share option that is then outstanding will vest in full, subject to the director’s continued service on our board of directors through such change in control.

In October 2019, we entered into an exclusivity agreement (the “Exclusivity Agreement”) with BridgeBio Pharma LLC (“BridgeBio”), pursuant to which we issued 584,780 ordinary shares to BridgeBio in exchange for the grant of certain preemptive rights to the Company. In addition, we issued an additional 4,418,012 ordinary shares to BridgeBio for no additional consideration following the closing of the issuance and sale of an aggregate of 5,500,000 Series Seed preferred shares at a purchase price of $10.00 per share, for an aggregate amount of approximately $55.0 million in October 2019. These shares were valued at approximately $8.5 million at the time of the transaction. In connection with these issuances, we entered into an information rights agreement with BridgeBio, pursuant to which we agreed to provide, upon BridgeBio’s reasonable request, certain financial statements within specified time periods at the end of each fiscal year and fiscal quarter, for so long as BridgeBio continued to hold 5% or more of the fully-diluted equity of the Company. We also agreed, upon reasonable request by BridgeBio, to provide BridgeBio a statement with sufficient details as to permit BridgeBio to calculate its percentage equity ownership in the Company, for so long as BridgeBio continues to hold equity in the Company. Neil Kumar, who currently serves as a director on our Board, is the chief executive officer and a director of BridgeBio. In addition, Michael Henderson, a Class I director nominee for election to the Board at the Annual Meeting, is the chief business officer of BridgeBio and the chief executive officer of QED Therapeutics, Inc. (“QED”), an affiliate of BridgeBio. Prior to the completion of our initial public offering, BridgeBio owned more than five percent of our ordinary shares.

In August 2020, pursuant to the Exclusivity Agreement, we entered into a license agreement with Navire Pharma, Inc. (“Navire”), an affiliate of BridgeBio, pursuant to which we obtained an exclusive, sublicensable license under certain patents and know-how of Navire to develop, manufacture, use, sell, import and commercialize Navire’s proprietary SHP2 inhibitor, BBP-398 (formerly known as IACS-15509), in the licensed territory of Mainland China, Hong Kong, Macau, Taiwan, Thailand, Singapore, and South Korea (as subsequently amended, the “Navire Agreement”). Under the terms of the Navire Agreement, we made a nonrefundable upfront payment of $8.0 million, as well as an additional payment of $8.5 million upon the occurrence of a specified milestone event, which occurred on June 29, 2021. We will be required to pay Navire development milestone payments of up to $24.5 million if we achieve specified development milestones, including the $8.5 million milestone payment referenced above, and sales milestone payments of up to $357.6 million if we achieve specified commercialization milestones. In addition, if we successfully develop and commercialize the licensed products, we will pay Navire tiered royalties on net sales ranging from approximately 5-15% on the net sales of the licensed products. For additional information on the Navire Agreement, see “License and collaboration agreements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

In addition, we granted three warrants (collectively, the “QED Warrants”), valued at $1.0 million, to QED, exercisable for an aggregate of 100,000 ordinary shares of Lian Oncology, our wholly-owned subsidiary, at an exercise price of $0.0001 per share. The QED Warrants subsequently vested and each underlying warrant was exercisable at any time and from time to time at the option of the holder. Pursuant to that certain Amended and Restated Option Agreement dated as of August 10, 2020, by and among the Company, QED, MyoKardia and certain other parties thereto (the “Option Agreement”), QED had an option to convert the QED Warrants into a warrant to purchase a certain number of our ordinary shares. On October 5, 2021, QED exercised their option to convert the QED Warrants. Accordingly, on October 18, 2021, we issued to QED a warrant to purchase 347,569 of our ordinary shares at an exercise price of $0.000017100448 per share and, concurrently with such issuance, the QED Warrants were deemed to be performed and settled in full and were irrevocably terminated. For additional information on the QED Agreement, see “License and collaboration agreements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

In August 2020, we, together with our wholly-owned subsidiary LianBio Licensing, LLC, entered into an exclusive license agreement with MyoKardia, Inc. (“MyoKardia”), under which we obtained an exclusive license under certain patents and know-how of MyoKardia to develop, manufacture, use, sell, import and commercialize MyoKardia’s proprietary compound, mavacamten, in the licensed territory of Mainland China, Hong Kong, Macau, Taiwan, Thailand and Singapore, and in the licensed field of any indication in humans, which includes any prophylactic or therapeutic use in humans (as subsequently amended, the “MyoKardia Agreement”). Under the terms of the MyoKardia Agreement, we made a nonrefundable upfront payment of $40.0 million and paid an additional $35.0 million upon a specified financing event, which occurred on October 29, 2020. If we achieve specified development and commercialization milestones, we will be required to pay to MyoKardia development milestone payments of up to $60.0 million and sales milestone payments based on cumulative sales of mavacamten of up to $87.5 million, plus tiered royalties on net sales ranging from the low to upper-teens.

In conjunction with entering into the MyoKardia Agreement, we also granted a warrant (the “MyoKardia Warrant”) to MyoKardia as partial consideration for the grant of certain licenses and rights to us pursuant to the MyoKardia Agreement. The MyoKardia Warrant is exercisable for 170,000 ordinary shares of Lian Cardiovascular, our wholly-owned subsidiary, at any time and from time to time at the option of the holder. In accordance with the terms of the Option Agreement, MyoKardia had an option to (i) convert the 170,000 ordinary shares of Lian Cardiovascular into 2,924,011 of the Company’s ordinary shares or (ii) convert the MyoKardia Warrant into a warrant to purchase 103,805 of the Company’s ordinary shares, with an exercise price of $47.03 per share, in connection with the completion of our initial public offering. MyoKardia elected not to exercise this option and continues to hold the MyoKardia Warrant to purchase ordinary shares in Lian Cardiovascular. The Option Agreement, and MyoKardia’s option to convert the MyoKardia Warrant, irrevocably terminated upon the completion of our initial public offering. For additional information on the MyoKardia Agreement, see “License and collaboration agreements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The Promissory Note bears interest at an annual rate of 0.5% from January 1, 2022 through June 15, 2022 and an annual rate of 2.65% thereafter, is secured by a first equitable mortgage over the Option Shares and is due on the earliest of (i) December 15, 2022, (ii) the acceleration of the maturity of the Promissory Note upon an event of default (as defined in the Promissory Note), or (iii) any sale or disposition of the Option Shares or any rights therein without the consent of LianBio, LLC. Further, so long as any obligations under or in connection with the Promissory Note remain outstanding, Dr. Li may not dispose of any Option Shares to any party other than to LianBio, LLC or its designated affiliates (in accordance with the terms of the Promissory Note and the lock-up agreement he entered into with the Company’s underwriters in connection with our initial public offering). We have also entered into an equitable share mortgage agreement and an instrument of transfer with Dr. Li to further secure our interests over the Option Shares as collateral for the Promissory Note.

The Director Nomination Agreement provides Perceptive the right to designate: (i) a number of directors equal to 66% of the total directors (rounded up to the nearest whole number) for so long as Perceptive beneficially owns 75% or more of the Original Perceptive Shares; (ii) a number of directors equal to 55% of the total directors (rounded up to the nearest whole number) for so long as Perceptive beneficially owns at least 50% and less than 75% of the Original Perceptive Shares; (iii) a number of directors equal to 40% of the total directors (rounded up to the nearest whole number) for so long as Perceptive beneficially owns at least 25% and less than 50% of the Original Perceptive Shares; (iv) a number of directors equal to 25% of the total directors (rounded up to the nearest whole number) for so long as Perceptive beneficially owns at least 10% and less than 25% of the Original Perceptive Shares, and (v) one director for so long as Perceptive beneficially owns at least 5% of the Original Perceptive Shares. In each case, the nominees designated by Perceptive must comply with applicable law and Nasdaq listing rules. In addition, Perceptive shall be entitled to nominate the Chairman of the Board so long as Perceptive owns more than 5% of the Original Perceptive Shares. The Director Nomination Agreement will terminate at such time as Perceptive owns less than 5% of the Original Perceptive Shares.

In connection with our initial public offering, our Board adopted a written related person transaction policy, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. No related person transaction subject to this policy entered into following the effectiveness of the policy will be executed without the approval or ratification of our Board or a duly authorized committee of our Board. The Board or applicable committee will not approve or ratify a related person transaction unless it determines in good faith that, upon consideration of all relevant information, the related person transaction is in, or is not inconsistent with, the best interests of the Company. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.


(1)			Based solely on a Schedule 13D filed on November 15, 2021, consists of (i) 27,858,895 ordinary shares held by Perceptive Life Sciences Master Fund, Ltd. (“Perceptive Life”), of which 2,490,000 ordinary shares are represented by ADSs, (ii) 21,653,385 ordinary shares held by LEV LB Holdings, LP (“LEV LB”), (iii) 4,330,675 ordinary shares held by Perceptive Xontogeny Venture Fund, LP (“Perceptive Xontogeny”), and (iv) 2,477,005 ordinary shares held by C2 Life Sciences LLC (“C2 Life”). Perceptive Advisors LLC serves as the investment advisor to Perceptive Life and C2 Life. Perceptive Venture Advisors, LP serves as the investment advisor to Perceptive Xontogeny and is an affiliate of Perceptive Advisors, LLC. LEV LB Holdings GP, LLC is the general partner of LEV LB. Joseph Edelman is the managing member of Perceptive Advisors LLC and Perceptive Venture Advisors, LP and the sole member of LEV LB Holdings GP, LLC. Konstantin Poukalov, the Executive Chairman of our Board, is a Managing Director at Perceptive Advisors, and Adam Stone, a member of our Board, is the Chief Investment Officer at Perceptive Advisors. The address of Perceptive Life and Perceptive LS is c/o Perceptive Advisors, LLC, 51 Astor Place, 10th Floor, New York, New York 10003.
(2)			Based solely on a Schedule 13G filed on November 15, 2021, consists of (i) 6,167,412 ordinary shares held by RA Capital Healthcare Fund, L.P. (“RA Healthcare”), of which 1,375,374 ordinary shares are represented by ADSs, (ii) 1,016,002 ordinary shares held by RA Capital Nexus Fund II, L.P. (“Nexus II Fund”), of which 87,126 ordinary shares are represented by ADSs, and (iii) 471,601 ordinary shares held by Blackwell Partners LLC – Series A (“Blackwell”). The general partner of RA Healthcare is RA Healthcare Fund GP, LLC (“RA Healthcare GP”). The general partner of Nexus II Fund is RA Capital Nexus Fund II GP, LLC (“Nexus II Fund GP”). RA Capital Management, L.P. (“RA Capital”) is the investment advisor for RA Healthcare, Nexus II Fund and Blackwell. The general partner of RA Capital is RA Capital Management GP, LLC (“RA Capital GP”). Peter Kolchinsky and Rajeev Shah are the managing members of RA Healthcare GP, Nexus II Fund GP and RA Capital GP and have voting and investment power over the shares held of record by RA Healthcare, Nexus II Fund, and Blackwell. The address of the individuals and entities listed above is 200 Berkeley Street, 18th Floor, Boston, MA 02116.
(3)			Based solely on a Schedule 13G filed on November 10, 2021, consists of (i) 184,231 ordinary shares represented by ADSs held by Venrock Healthcare Capital Partners II, L.P. (“VHCP II LP”), (ii) 74,687 ordinary shares represented by ADSs held by VHCP Co-Investment Holdings II, LLC (“VHCP Co-Investment II”), (iii) 2,175,266 ordinary shares held by Venrock Healthcare Capital Partners III, L.P. (“VHCP III LP”), of which 312,970 shares are represented by ADSs, (iv) 217,485 ordinary shares held by VHCP Co-Investment Holdings III, LLC (“VHCP Co-Investment III”), of which 31,297 shares are represented by ADSs and (v) 2,726,672 ordinary shares held by Venrock Healthcare Capital Partners EG, L.P. (“VHCP EG”), of which 646,815 shares are represented by ADSs. VHCP Management II, LLC (“VHCP Management II”) is the general partner of VHCP II LP and the manager of VHCP Co-Investment II. VHCP Management III, LLC (“VHCP Management III”) is the general partner of VHCP III LP and the manager of VHCP Co-Investment III. VHCP Management EG, LLC (“VHCP Management EG”) is the general partner of VHCP EG. Nimish Shah and Bong Koh are the voting members of VHCP Management II, VHCP Management III and VHCP Management EG. The address of the individuals and entities listed above is 7 Bryant Park, 23rd Floor, New York, NY 10018.
(4)			Represents 484,652 ordinary shares underlying options exercisable within 60 days of April 12, 2022.
(5)			Represents 1,309,907 ordinary shares issued in September 2021 upon the exercise of Dr. Li’s vested options.
(6)			Represents 1,999,947 ordinary shares underlying options that are exercisable as of April 12, 2022.
(7)			Represents 242,326 ordinary shares underlying options exercisable within 60 days of April 12, 2022.
(8)			Represents 36,548 ordinary shares underlying options exercisable within 60 days of April 12, 2022. See Footnote (1).
(9)			Represents 36,548 ordinary shares underlying options exercisable within 60 days of April 12, 2022. See Footnote (1).
(10)			Consists of 5,002,792 ordinary shares held by BridgeBio Pharma LLC, a wholly-owned subsidiary of BridgeBio Pharma, Inc. and a warrant to purchase 347,569 ordinary shares with an exercise price of $0.000017100448 held by QED Therapeutics Inc., a subsidiary of BridgeBio. Dr. Kumar is the President and Chief Executive Officer and a director of BridgeBio Pharma, Inc. Dr. Kumar, Eric Aguiar, Jennifer Cook, Ronald Daniels, Charles Homcy, Andrew Lo, James Momtazee, Ali Satvat, Brenton Saunders, Richard Scheller and Randal Scott, the members of the board of directors of BridgeBio Pharma, Inc., may be deemed to have shared voting and investment power over the ordinary shares beneficially owned by BridgeBio Pharma, Inc. and its subsidiaries. The address of BridgeBio Pharma, Inc. is 421 Kipling St., Palo Alto, California 94301.

We will undertake to deliver promptly, upon written or oral request, a separate copy to a shareholder at a shared address to which a single copy of the Notice or proxy materials was delivered. You may make a written or oral request by sending a notification to the attention of Investor Relations at LianBio, 103 Carnegie Center Drive, Suite 309, Princeton, New Jersey 08540, Attention: Investor Relations, providing your name, your shared address, and the address to which we should direct the additional copy of the Notice or proxy materials. Multiple shareholders sharing an address who have received one copy of a mailing and would prefer us to mail each shareholder a separate copy of future mailings should contact us at our principal executive offices. Additionally, if current shareholders with a shared address received multiple copies of a mailing and would prefer us to mail one copy of future mailings to shareholders at the shared address, notification of that request may also be made through our principal executive offices. Shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.


						Page

QUESTIONS AND ANSWER S ABOUT OUR PROXY MATERIALS AND THE ANNUAL MEETING						1
PROPOSAL NO. 1—ELECTION OF DIRECTORS						8
PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						9
CORPORATE GOVERNANCE						11
EXECUTIVE OFFICERS						20
EXECUTIVE AND DIRECTOR COMPENSATION						21
AUDIT COMMITTEE REPORT						30
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS						31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						36
GENERAL MATTERS						39


Fee Category	2021		2020
Audit Fees(1)	$	1,461,000	$	400,000
Audit-Related Fees	—		—
Tax Fees(2)	—		288,000
All Other Fees(3)	161,000		264,000
Total Fees	$	1,622,000	$	952,000


•			Yizhe Wang, Chief Executive Officer (“CEO”);

•			Debra Yu, M.D., President and Chief Strategy Officer;

•			Yi Larson, Chief Financial Officer; and

•			Bing Li, Ph.D., Former Chief Executive Officer.


				Non-Equity
				Incentive Plan	Option	Share	All Other
	Fiscal			Compensation	Awards	Awards	Compensation	Total
Name and Principal Position	Year	Salary ($)	Bonus ($)	($)	($) (1)	($) (1)	($)	$
Yizhe Wang, Ph.D.
CEO; Director	2021	312,500 (2)	240,000 (3)	460,685	18,090,944 (4)	421,781 (4)	—	19,525,910

Debra Yu, M.D.	2021	500,000	—	634,375	8,350,967 (5)	105,324 (5)	88,542 (6)	9,679,208
President & Chief Strategy Officer	2020	500,000	—	500,000	2,257,759	—	125,000 (7)	3,382,759

Yi Larson
Chief Financial Officer	2021	333,333 (8)	—	214,443	7,027,427 (9)	218,113 (9)	—	7,793,316

Bing Li, Ph.D.	2021	130,108 (10)	—	—	—	—	550,000 (11)	680,108
Former Chief Executive Officer	2020	550,000	—	605,000	4,495,960 (12)	—	92,308 (13)	5,743,268


Name						Number of Shares Underlying Option Awards
Konstantin Poukalov						146,195
Adam Stone						146,195
Tassos Gianakakos						109,647
Susan Silbermann						72,600
Jesse Wu						72,600


			1.			To elect by ordinary resolution Tassos Gianakakos and Michael Henderson as Class I directors, each to serve until the 2025 annual meeting of our shareholders, and until his respective successor shall have been duly elected and qualified;


			2.			To ratify by ordinary resolution the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022; and


			3.			To transact such other business as may properly come before the Annual Meeting or any continuations, adjournments and postponements thereof.


(1)			“Audit Fees” consist of aggregate fees for professional services provided in connection with the annual audit of our consolidated financial statements, the review of our quarterly consolidated financial statements, the preparation of the registration statement for our initial public offering, consultations on accounting matters directly related to the audit, and comfort letters, consents and assistance with and review of documents filed with the SEC.


(2)			“Tax Fees” consist of aggregate fees for tax compliance, tax advice and tax planning services, including transfer pricing services.


(3)			“All Other Fees” consist of aggregate fees billed for products and services provided by our independent registered public accounting firm other than those disclosed above, specifically related to services related to preparation and readiness for our initial public offering and other technical support services.


(1)			The securities reported in column (a) include outstanding options and RSUs but the weighted average exercise price in column (b) only takes into account option awards.


Name	Fees earned or paid in cash ($)	Option awards ($)(2)	Total ($)
Konstantin Poukalov(1)	—	—	—
Adam Stone(1)	—	—	—
Neil Kumar, Ph.D. (3)	—	—	—
Tassos Gianakakos	40,448	—	40,448
Susan Silbermann (4)	10,882	761,574	772,456
Wei Wei Chen	—	—	—
Jesse Wu (4)	12,112	761,574	773,686


(1)			Directors who are affiliated with Perceptive, our founder and controlling shareholder, do not receive annual retainers for their service on our Board.
(2)			Amounts reported reflect the aggregate grant date fair value of share options awarded during 2021 computed in accordance with the provisions of FASB ASC Topic 718, disregarding the effects of estimated forfeitures. See Note 9 to our audited financial statements for the fiscal year ended December 31, 2021, included in our Annual Report on Form 10-K, for information regarding assumptions underlying the valuation of share option awards.
(3)			Beginning in 2021, Mr. Kumar does not receive an annual retainer for his service on our Board.
(4)			Ms. Silbermann and Mr. Wu were appointed as directors of the Company in October 2021 with an annual base fee of $40,000. The reported amount reflects their prorated base fee as well as fees earned with respect to their committee responsibilities for 2021 of $10,882 and $12,112, respectively.



			Members of the LianBio Audit Committee

			Tassos Gianakakos, Chair
			Susan Silbermann
			Konstantin Poukalov



Investor	Shares of Series A Preferred Shares	Purchase Price ($)
Entities affiliated with Perceptive(1)	1,058,948	$	59,999,993.68
Entities affiliated with RA Capital(2)	1,058,948	$	59,999,993.68



Director			Principal Shareholder
Konstantin Poukalov			Entities affiliated with Perceptive
Adam Stone			Entities affiliated with Perceptive
Neil Kumar			Entities affiliated with BridgeBio



Name of Beneficial Owner	Number of Ordinary Shares Beneficially Owned	Percentage of Ordinary Shares Beneficially Owned
5% or Greater Shareholders:
Entities affiliated with Perceptive Advisors(1)	56,319,960	52.50%
Entities affiliated with RA Capital(2)	7,655,015	7.14%
Entities affiliated with Venrock Healthcare Capital Partners(3)	5,378,341	5.01%
Named Executive Officers and Directors:
Yizhe Wang (4)	484,652	*
Bing Li, Ph.D.(5)	1,309,907	1.22%
Debra Yu(6)	1,999,947	1.82%
Yi Larson (7)	242,326	*
Konstantin Poukalov(1)(8)	36,548	*
Adam Stone(1)(9)	36,548	*
Neil Kumar(10)	5,350,361	4.97%
Tassos Gianakakos(11)	346,171	*
Susan Silbermann (12)	14,112	*
Michael Henderson	—	—
Wei Wei Chen (13)	4,032	*

All directors, nominees and current executive officers as a group (12 persons)	8,936,805	8.06%


(11)			Represents (i) 309,623 ordinary shares held by AEG 2021 Trust, of which Mr. Gianakakos is the sole trustee and current lifetime beneficiary, and (ii) 36,548 ordinary shares held by Mr. Gianakakos. The address of AEG 2021 Trust is 405 El Camino Real, Suite 104, Menlo Park, CA 94025.
(12)			Represents 14,112 ordinary shares underlying options exercisable within 60 days of April 12, 2022.
(13)			Represents 4,032 ordinary shares underlying options exercisable within 60 days of April 12, 2022.