GRANT OF RESTRICTED SHARE UNITSPURSUANT TO 2023 SHARE AWARD SCHEME

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.InnoCare Pharma Limited诺诚健华医药有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 9969) GRANT OF RESTRICTED SHARE UNITS PURSUANT TO 2023 SHARE AWARD SCHEME Pursuant to Rule 17.06A of the Listing Rules the Board announces that on 28 June 2024 the Company granted 2790000 RSUs to eight Grantees under the 2023 Share Award Scheme representing approximately 0.16% of the total Shares of the Company in issue as at the date of this announcement.Details of Grant of RSUs The details of the RSUs granted to the Grantees are as follows: Grant Date: 28 June 2024 Grantee(s) and number 2790000 RSUs were granted to eight employee of RSUs granted: participants.None of the Grantees needs to be disclosed on an individual basis.Purchase price: US$0.178 (approximately HK$1.39) per Hong Kong Share Closing price of the Shares on (i) HK$4.82 per Hong Kong Share; and the date of grant: (ii) RMB8.11 (approximately HK$8.71) per RMB Share.– 1 –Vesting period: (i) 1500000 RSUs granted to the Grantees shall vest in four equal tranches over one to four years from the Grant Date; and (ii) in accordance with the terms of the 2023 Share Award Scheme the other 1290000 RSUs were granted with performance-based vesting conditions such that these RSUs shall vest based on the specific level of attaining performance targets specified in the relevant grant letters and the vesting period of these 1290000 RSUs shall be at least 12 months.Performance target: The vesting of the relevant number of the RSUs as described above shall be subject to performance targets to be satisfied by the Company at corporate level and by the Grantees’ individual level as determined by the Board from time to time: (i) at the corporate level through attaining certain thresholds of operating revenue and number of clinical trials to reflect the Company’s commercialization achievement and R&D progress; and (ii) at the individual level through accurate and comprehensive evaluation of the Grantees’ individual work performance based on the nature of work tasks they are assigned with and the functions/departments they belong to which may vary between the Grantees.Clawback mechanism: Upon the occurrence of certain events in relation to a grantee no further Awards may be granted to such grantee and the Awards granted to such Eligible Person shall be clawed back and such Awards shall lapse accordingly on the date as determined by the Board (if such Awards are unvested). In addition where an Award (or any part thereof) granted to a grantee has already been vested at the time when the grantee’s Awards are clawed back the grantee shall return by the Board’s determination at its sole and absolute discretion either (i) the exact number of the relevant vested and clawed back underlying Shares in respect of such Awards or (ii) the monetary amount equivalent to the value of the relevant underlying Share(s) of the Awards on the grant date on the date of vesting of the relevant Awards or on the date of such clawback.– 2 –In addition in the event that a grantee ceases to be an eligible participant under the 2023 Share Award Scheme by reason of retirement resignation or expiration of the employment or service agreement any unvested Awards in respect of such grantee will automatically lapse with effect from the date on which the grantee’s employment or service is terminated.Arrangement to facilitate the There are no arrangements for the Company or any of its purchase of RSUs: subsidiaries to provide financial assistance to any Grantees to facilitate the purchase of RSUs under the 2023 Share Award Scheme.To the best of the Directors’ knowledge information and belief having made all reasonable enquiry none of the Grantees is (i) a Director nor a chief executive or a substantial shareholder of the Company or an associate of any of them; (ii) a participant with options and awards granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Listing Rules; or (iii) a related entity participant or service provider with options and awards granted and to be granted in any 12-month period exceeding 0.1% of the total issued Shares. None of the grant will be subject to approval by the Shareholders.Number of Shares Available for Future Grant After the Grant of RSUs an aggregate of 44991607 Shares will be available for further grant pursuant to the 2023 Share Award Scheme of which 1764321 Shares will be available for further grant to service providers pursuant to the 2023 Share Award Scheme.Reasons for the Grant of RSUs The reasons for the Grant of RSUs are to recognise the contributions by Grantees with an opportunity to acquire a proprietary interest in the Company encourage and retain such individuals for the continual operation and development of the Group provide additional incentives for them to achieve performance goals attract suitable personnel for further development of the Group and motivate the Grantees to maximise the value of the Company for the benefits of both the Grantees and the Company with a view to achieving the objectives of increasing the value of the Group and aligning the interests of the Grantees directly to the shareholders of the Company through ownership of Shares.– 3 –Definitions In this announcement unless the context otherwise requires the following expressions shall have the following meanings: “2023 Share Award Scheme” the share award scheme adopted by the Company on 31 August 2023 the details of which are set out in the circular of the Company dated 16 August 2023 “Awards” awards of RSUs to grantees pursuant to the 2023 Share Award Scheme “Board” the board of Directors “Company” InnoCare Pharma Limited a limited liability company organised and existing under the laws of the Cayman Islands and the shares of which are listed on the Stock Exchange (Stock Code: 9969) and the Science and Technology Innovation Board of the Shanghai Stock Exchange (Stock Code: 688428) “Eligible Person(s)” eligible person(s) under the 2023 Share Award Scheme particulars of which are set out in the circular of the Company dated 16 August 2023 “employee participant(s)” shall have the same meaning as set out in Rule 17.03A of the Listing Rules “Grant Date” 28 June 2024 “Grantee(s)” the grantee(s) of the Grant of RSUs “Grant of RSUs” the grant of an aggregate of 2790000 RSUs to eight Grantees on 28 June 2024 “Group” the Company and its Subsidiaries “HK$” Hong Kong dollars the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China – 4 –“Hong Kong Share(s)” the ordinary Shares listed on the Stock Exchange “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “RMB Share(s)” the ordinary Shares listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange and traded in RMB “RSU(s)” restricted share unit(s) “service provider(s)” shall have the same meaning as set out in Rule 17.03A of the Listing Rules “Share(s)” ordinary share(s) of HK$0.00002 each in the share capital of the Company comprising Hong Kong Shares and RMB Shares “Shareholder(s)” the shareholders of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholder(s)” shall have the same meaning as set out in the Listing Rules “Subsidiaries” has the meaning ascribed thereto under the Listing Rules “%” per cent By Order of the Board InnoCare Pharma Limited Dr. Jisong Cui Chairperson and Executive Director Hong Kong 28 June 2024 As at the date of this announcement the Board of Directors comprises Dr. Jisong Cui as Chairperson and executive Director Dr. Renbin Zhao as executive Director Dr. Yigong Shi Mr. Ronggang Xie and Mr. Ming Jin as non-executive Directors and Ms. Lan Hu Dr. Kaixian Chen and Dr. Dandan Dong as independent non-executive Directors.–5–