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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 91,492	$ 42,758
Financial assets at FVTPL	7	21,287
Prepayments, other receivables and other assets	2,696	2,258
Short-term investments at amortized cost	7,000
Total current assets	101,195	66,303
Non-current assets
Property, plant and equipment	2,646	3,713
Right-of-use assets	1,154	2,162
Other intangible assets	63	89
Prepayments, other receivables and other assets	282	327
Long-term investments at amortized cost	24,849
Total non-current assets	28,994	6,291
Total assets	130,189	72,594
Current liabilities
Trade payables	14,348	13,098
Other payables and accruals	4,890	3,877
Interest-bearing bank borrowings	30,357	4,307
Lease liabilities	722	1,001
Financial liabilities at FVTPL		290,368
Total current liabilities	50,317	312,651
Non-current liabilities
Lease liabilities	469	1,236
Total non-current liabilities	469	1,236
Total liabilities	50,786	313,887
SHAREHOLDERS' (DEFICIT)/ EQUITY
Additional paid-in capital	438,707	6,415
Share option reserve	18,018	13,688
Exchange fluctuation reserve	(4,241)	(4,159)
Accumulated deficit	(373,092)	(268,221)
Total shareholders' (deficit)/equity	79,403	(241,293)
Total liabilities and shareholders' (deficit)/equity	130,189	72,594
Ordinary shares
SHAREHOLDERS' (DEFICIT)/ EQUITY
Share capital		4
Class A Ordinary Shares
SHAREHOLDERS' (DEFICIT)/ EQUITY
Share capital	9
Class B Ordinary Shares
SHAREHOLDERS' (DEFICIT)/ EQUITY
Share capital	$ 2
Series A Preferred Shares
SHAREHOLDERS' (DEFICIT)/ EQUITY
Share capital		$ 10,980

LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT

12 Months Ended

Dec. 31, 2023

LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT

LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT

8.	LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT

The calculation of the basic loss per share amount is based on the loss for the year attributable to ordinary equity holders of the parent, and the weighted average number of ordinary shares of 25,440,000 and 43,342,068 in issue during the years ended December 31, 2022 and 2023, respectively.

The calculation of the basic loss per share amount is based on the loss for the years attributable to ordinary equity holders of the parent, and the weighted average number of ordinary shares in issue or deemed to be in issue during the year ended December 31, 2022 and 2023.

Basic loss per share is computed on the basis of the weighted average number of ordinary shares outstanding during the period of the financial statements.

Diluted loss per share of ordinary stock is computed on the basis of the weighted average number of shares of ordinary stock and dilutive securities (such as stock options and convertible securities) outstanding. As of December 31, 2022 the Company had 64,300,522 dilutive shares consisting of 57,543,414 relating to convertible preferred stock and 6,757,108 relating to options. As of December 31, 2023 the Company had 3,869,554 dilutive shares relating to options. Dilutive securities that have an anti-dilutive effect on diluted loss per share are excluded from the calculation.

No adjustment has been made to the basic loss per share amounts presented for the years ended December 31, 2022 and 2023 in respect of a dilution as the impact of the outstanding share options, restricted stock units and warrant liability had an anti-dilutive effect on the basic loss per share amounts presented.

BASIS OF PRESENTATION - Basis of preparation (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
BASIS OF PRESENTATION
Cash and cash equivalents	$ 91,492	$ 42,758	$ 64,131
Short-term investments	7,000
net current assets	$ 50,878

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY - PARENT COMPANY BALANCE SHEETS - Parenthetical (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Condensed Balance Sheet Statements, Captions [Line Items]
Par value per share	$ 0.0001
Shares authorized	500,000,000
Ordinary shares
Condensed Balance Sheet Statements, Captions [Line Items]
Par value per share	$ 0.0001	$ 0.0001
Shares authorized	442,456,586	442,456,586
Shares issued		40,440,000
Shares outstanding	0	40,440,000
ClassA Ordinary Shares
Condensed Balance Sheet Statements, Captions [Line Items]
Par value per share	$ 0.0001	$ 0.0001
Shares outstanding	93,710,805	0
ClassB Ordinary Shares
Condensed Balance Sheet Statements, Captions [Line Items]
Par value per share	$ 0.0001	$ 0.0001
Shares outstanding	16,990,000	0
Series A Preferred Shares
Condensed Balance Sheet Statements, Captions [Line Items]
Par value per share	$ 0.0001	$ 0.0001
Shares authorized	0	14,560,000
Shares issued	0	14,560,000
Shares outstanding	0	14,560,000
Separate \| Ordinary shares
Condensed Balance Sheet Statements, Captions [Line Items]
Par value per share	$ 0.0001	$ 0.0001
Shares authorized	442,456,586	442,456,586
Shares issued		40,440,000
Shares outstanding	0	40,440,000
Separate \| ClassA Ordinary Shares
Condensed Balance Sheet Statements, Captions [Line Items]
Par value per share	$ 0.0001	$ 0.0001
Shares outstanding	93,710,805	0
Separate \| ClassB Ordinary Shares
Condensed Balance Sheet Statements, Captions [Line Items]
Par value per share	$ 0.0001	$ 0.0001
Shares outstanding	16,990,000	0
Separate \| Series A Preferred Shares
Condensed Balance Sheet Statements, Captions [Line Items]
Par value per share	$ 0.0001	$ 0.0001
Shares authorized	0	14,560,000
Shares issued	0	14,560,000
Shares outstanding	0	14,560,000

Investment at amortized cost

12 Months Ended

Dec. 31, 2023

Investment at amortized cost

Investment at amortized cost

13.	Investment at amortized cost

	As of December 31,
	2022	2023
	$’000	$’000
Short-term investments at amortized cost	—	7,000
Long-term investments at amortized cost	—	24,849
Total	—	31,849

Short-term investment at amortized cost represent time deposits placed with banks with original maturities between three months and one year.

Long-term investment at amortized cost represent time deposits placed with banks with original maturities more than one year.

REVENUE - Additional information (Details) $ in Thousands	12 Months Ended
REVENUE - Additional information (Details) $ in Thousands	Dec. 31, 2023 USD ($)
REVENUE
REVENUE	$ 5,000
Further performance obligation	0
Sales of an exclusive option
REVENUE
REVENUE	5,000
Sales of an exclusive option \| Point in time
REVENUE
REVENUE	$ 5,000

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Schedule of sensitivity at the end of each of the Relevant Periods to a reasonably possible change in the $ and RMB exchange rate, with all other variables held constant, of the Group's profit before tax


	Increase/	Increase/
	(decrease) in	(decrease)	Increase/
	$/RMB	in net	(decrease)
	rate%	loss	in equity
		$’000	$’000
At December 31, 2022
If the $ strengthens against the RMB	5	—	(1,939)
If the $ weakens against the RMB	(5)	—	4,081


	Increase/	Increase/
	(decrease) in	(decrease)	Increase/
	$/RMB	in net	(decrease)
	rate%	loss	in equity
		$’000	$’000
As of December 31, 2023
If the $ strengthens against the RMB	5	(1,010)	(943)
If the $ weakens against the RMB	(5)	1,116	1,042

Schedule of maturity profile of the Group's financial liabilities, based on the contractual undiscounted payments


	As of December 31, 2022
		Less than
	On demand	1 year	1 to 5 years	Over 5 years	Total
	$’000	$’000	$’000	$’000	$’000
Financial liabilities at FVTPL	—	290,368	—	—	290,368
Trade and bills payables	13,098	—	—	—	13,098
Financial liabilities included in other payables and accruals	3,877	—	—	—	3,877
Interest-bearing bank borrowings	—	4,307	—	—	4,307
Total	16,975	294,675	—	—	311,650


	As of December 31, 2023
		Less than
	On demand	1 year	1 to 5 years	Over 5 years	Total
	$’000	$’000	$’000	$’000	$’000
Financial liabilities at FVTPL	—	—	—	—	—
Trade and bills payables	14,348	—	—	—	14,348
Financial liabilities included in other payables and accruals	4,890	—	—	—	4,890
Interest-bearing bank borrowings	—	30,357	—	—	30,357
Total	19,238	30,357	—	—	49,595

Schedule of asset-liability ratios


	As of December 31,
	2022	2023
	$’000	$’000
Total assets	72,594	130,189
Total liabilities	313,887	50,786
Asset-liability ratio (Note i)	0.23	2.56

Note i:

The asset-liability ratio is calculated by dividing total assets by total liabilities.

BASIS OF PRESENTATION - Property, plant and equipment and depreciation (Details)	12 Months Ended
	Dec. 31, 2023
Plant and machinery \| Minimum
Property, plant and equipment and depreciation
Principal annual rate (in percent)	10.00%
Plant and machinery \| Maximum
Property, plant and equipment and depreciation
Principal annual rate (in percent)	19.00%
Office equipment \| Minimum
Property, plant and equipment and depreciation
Principal annual rate (in percent)	19.00%
Office equipment \| Maximum
Property, plant and equipment and depreciation
Principal annual rate (in percent)	20.00%
Motor vehicles
Property, plant and equipment and depreciation
Principal annual rate (in percent)	19.00%
Electronic equipment \| Minimum
Property, plant and equipment and depreciation
Principal annual rate (in percent)	19.00%
Electronic equipment \| Maximum
Property, plant and equipment and depreciation
Principal annual rate (in percent)	20.00%

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES - Capital management (Details) $ in Thousands	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Total assets	$ 130,189	$ 72,594
Total liabilities	$ 50,786	$ 313,887
Asset-liability ratio (Note i)	2.56	0.23

INCOME TAX - Tax Rates (Details)	12 Months Ended
INCOME TAX - Tax Rates (Details)	Dec. 31, 2023	Dec. 31, 2022
INCOME TAX
Corporate income tax rate	25.00%	25.00%
The United States
INCOME TAX
Federal tax rate	21.00%
State income tax rate	9.00%
Mainland China
INCOME TAX
Corporate income tax rate	25.00%
Mainland China \| Minimum
INCOME TAX
Extension of unused tax losses expiry term	5 years
Mainland China \| Maximum
INCOME TAX
Extension of unused tax losses expiry term	10 years

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

22.	RELATED PARTY TRANSACTIONS

(a)	Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control or exercise significant influence over the other party.

Parties are also considered to be related if they are subject to common control. Members of key management of the Group and their close family members are also considered as related parties.


Name of related parties		Nature of relationship
Mr. Yang Lu		The chief executive officer and chairman of our board of directors and ultimate significant shareholder of the Company

As disclosed in note 15 (i) to 15 (v) to the consolidated financial statements, the RMB40,000 and RMB90,000 non-revolving facility agreements provided by five third party banks were guaranteed by the ultimate significant shareholder, Mr. Yang Lu for the years ended December 31, 2022 and 2023, respectively.

BASIS OF PRESENTATION - Other intangible assets (other than goodwill) (Details)	12 Months Ended
	Dec. 31, 2023
Computer software
Other intangible assets (other than goodwill)
Estimated useful life (in years)	5 years

BASIS OF PRESENTATION (Policies)

12 Months Ended

Dec. 31, 2023

BASIS OF PRESENTATION

Subsidiaries

A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee). When the Company has, directly or indirectly, less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

(a)

contractual arrangements with other vote holders of the investee;

(b)

rights arising from other contractual arrangements; and

(c)

the Group’s voting rights and potential voting rights.

The financial statements of subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

Profit or loss and each component of other comprehensive income are attributed to the owners of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Fair value measurement

The Group measures certain financial instruments at fair value at the end of each of the Relevant Periods. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

All assets and liabilities for which fair value is measured or disclosed in the Consolidated Financial Statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — based on quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 — based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly

Level 3 — based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the Consolidated Financial Statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each of the Relevant Periods.

Impairment of non-financial assets

Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of the asset or cash-generating unit’s value in use and its fair value less cost of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with the function of the impaired asset.

An assessment is made at the end of each of the Relevant Periods as to whether there is an indication that previously recognized impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognized impairment loss of an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortization) had no impairment loss been recognized for the asset in prior years. A reversal of such an impairment loss is credited to profit or loss in the period in which it arises.

Related parties

A party is considered to be related to the Group if:

(a)

the party is a person or a close member of that person’s family and that person

(i)

has control or joint control over the Group;

(ii)

has significant influence over the Group; or

(iii)

is a member of the key management personnel of the Group or of a parent of the Group;

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(b)

the party is an entity where any of the following conditions applies:

(i)

the entity and the Group are members of the same group;

(ii)

one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity);

(iii)

the entity and the Group are joint ventures of the same third party;

(iv)

one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

(v)

the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group; and the sponsoring employers of the post-employment benefit plan;

(vi)

the entity is controlled or jointly controlled by a person identified in(a);

(vii)

a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and

(viii)

the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent of the Group.

Property, plant and equipment and depreciation

Property, plant and equipment, other than construction in progress, are stated at cost less accumulated depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalized in the carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognizes such parts as individual assets with specific useful lives and depreciates them accordingly.

Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as follows:

Plant and machinery		10% to 19%
Office equipment		19% to 20%
Motor vehicles		19%
Electronic equipment		19% to 20%
Leasehold improvements		The shorter of remaining lease terms or estimated useful lives

Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at the end of each of the Relevant Periods.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

An item of property, plant and equipment including any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognized in the statement of profit or loss and other comprehensive income in the year the asset is derecognized is the difference between the net sales proceeds and the carrying amount of the relevant asset.

Construction in progress is reclassified to the appropriate category of property, plant and equipment when completed and ready for use.

Other intangible assets (other than goodwill)

Other intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value at the date of acquisition. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each of the Relevant Periods.

Computer software

Computer software is stated at cost less any impairment losses and amortized on a straight-line basis over its estimated useful life of 5 years.

The estimated useful life of software is determined by considering the period of the economic benefits to the Group, as well as by referring to industry practice.

Research and development costs

All research costs are charged to expense as incurred.

Expenditure incurred on projects to develop new products is capitalized and deferred only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the project and the Group’s ability to measure reliably the expenditure during the development. Product development expenditure which does not meet these criteria is expensed when incurred.

Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(a)	Right-of-use assets

Right-of-use assets are recognized at the commencement date of the lease (the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms and the estimated useful lives of the assets as follows:

Offices		2 to 5 years
Office equipment		2 to 5 years

If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

(b)	Lease liabilities

Lease liabilities are recognized at the commencement date of the lease at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term reflects the Group exercising the option to terminate the lease. Variable lease payments that do not depend on an index or a rate are recognized as an expense in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a change in assessment of an option to purchase the underlying asset.

(c)	Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of office equipment (that is those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the recognition exemption for leases of low-value assets to leases of office equipment that are considered to be of low value.

Lease payments on short-term leases and leases of low-value assets are recognized as an expense on a straight-line basis over the lease term.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income, and fair value through profit or loss.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient of not adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

In order for a financial asset to be classified and measured at amortized cost or fair value through other comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortized cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows, while financial assets classified and measured at fair value through other comprehensive income are held within a business model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not held within the aforementioned business models are classified and measured at fair value through profit or loss.

All regular way purchases and sales of financial assets are recognized on the trade date, that is, the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace.

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at amortized cost (debt instruments)

Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognized in the statement of profit or loss and other comprehensive income when the asset is derecognized, modified or impaired.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in the statement of profit or loss and other comprehensive income.

This category includes derivative instruments and equity investments which the Group has not irrevocably elected to classify at fair value through other comprehensive income. Dividends on equity investments classified as financial assets at fair value through profit or loss are also recognized as other income in the statement of profit or loss and other comprehensive income when the right of payment has been established, it is probable that the economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from the host and accounted for as a separate derivative if the economic characteristics and risks are not closely related to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognized in the statement of profit or loss and other comprehensive income. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category.

A derivative embedded within a hybrid contract containing a financial asset host is not accounted for separately. The financial asset host together with the embedded derivative is required to be classified in its entirety as a financial asset at fair value through profit or loss.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Group’s consolidated statement of financial position) when:

●

the rights to receive cash flows from the asset have expired; or

●

the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets

The Group recognizes an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

General approach

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

At the end of each of the Relevant Periods, the Group assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. When making the assessment, the Group compares the risk of a default occurring on the financial instrument as of the reporting date with the risk of a default occurring on the financial instrument as of the date of initial recognition and considers reasonable and supportable information that is available without undue cost or effort, including historical and forward-looking information.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Financial assets at amortized cost are subject to impairment under the general approach and they are classified within the following stages for measurement of ECLs except for trade receivables and contract assets which apply the simplified approach as detailed below.

Stage 1 — Financial instruments for which credit risk has not increased significantly since initial recognition and for which the loss allowance is measured at an amount equal to 12-month ECLs

Stage 2 — Financial instruments for which credit risk has increased significantly since initial recognition but that are not credit-impaired financial assets and for which the loss allowance is measured at an amount equal to lifetime ECLs

Stage 3 — Financial assets that are credit-impaired at the reporting date (but that are not purchased or originated credit-impaired) and for which the loss allowance is measured at an amount equal to lifetime ECLs

Simplified approach

For trade receivables that do not contain a significant financing component or when the Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at the end of each of the Relevant Periods.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, derivative financial instruments, interest-bearing bank and other borrowings and certain financial instruments designated at FVTPL.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification as follows:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognized in the statement of profit or loss. The net fair value gain or loss recognized in the statement of profit or loss does not include any interest charged on these financial liabilities.

Financial liabilities designated upon initial recognition as at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. Gains or losses on liabilities designated at fair value through profit or loss are recognized in the statement of profit or loss, except for the gains or losses arising from the Group’s own credit risk which are presented in other comprehensive income with no subsequent reclassification to the statement of profit or loss. The net fair value gain or loss recognized in the statement of profit or loss does not include any interest charged on these financial liabilities.

The company assessed the contract characteristics of each series of convertible redeemable preferred shares to determine whether they should be classified as equity instruments or financial liabilities. The Series B, C, and D Preferred Shares and Series B Convertible Loans were classified as financial liabilities measured at fair value through profit or loss. The decision was based on the presence of a redemption feature and a conversion option with a price adjustment feature, which are considered financial liabilities under IAS 32.

The company also determined that the Series B Convertible Loans are a hybrid instrument that includes a non-derivative host contract and embedded derivatives, which should be accounted for at fair value through profit or loss.

Financial liabilities at amortized cost (loans and borrowings)

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognized in the statement of profit or loss and other comprehensive income when the liabilities are derecognized as well as through the effective interest rate amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included in finance costs in the statement of profit or loss and other comprehensive income.

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled, or expires.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognized in the statement of profit or loss and other comprehensive income.

Derivative financial instruments

Initial recognition and subsequent measurement

The Group uses derivative financial instruments, such as warrants. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

Any gains or losses arising from changes in fair value of derivatives are taken directly to profit or loss.

Current versus non-current classification

Derivative instruments that are not designated as effective hedging instruments are classified as current or non-current or separated into current and non-current portions based on an assessment of the facts and circumstances (i.e., the underlying contracted cash flows):

●

Where the Group expects to hold a derivative as an economic hedge (and does not apply hedge accounting) for a period beyond 12 months after the end of the reporting period, the derivative is classified as non-current (or separated into current and non-current portions) consistently with the classification of the underlying item.

●

Embedded derivatives that are not closely related to the host contract are classified consistently with the cash flows of the host contract.

●

Derivative instruments that are designated as, and are effective hedging instruments, are classified consistently with the classification of the underlying hedged item. The derivative instruments are separated into current portions and non-current portions only if a reliable allocation can be made.

Cash and cash equivalents

For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand and demand deposits, and short term highly liquid investments that are readily convertible into known amounts of cash, are subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when acquired.

For the purpose of the consolidated statement of financial position, cash and cash equivalents comprise cash on hand and at banks, including term deposits, and assets similar in nature to cash, which are not restricted as to use.

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents at high-quality and accredited financial institutions in amounts that could exceed the $250,000 maximum amount insured by the Federal Deposit Insurance Corporation (FDIC). The Company does not believe that its cash and cash equivalents are subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

Provisions

A provision is recognized when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

When the effect of discounting is material, the amount recognized for a provision is the present value at the end of the reporting period of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in finance costs in the statement of profit or loss and other comprehensive income.

Income tax

Income tax comprises current and deferred tax. Income tax relating to items recognized outside profit or loss is recognized outside profit or loss, either in other comprehensive income or directly in equity.

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period, taking into consideration interpretations and practices prevailing in the countries in which the Group operates.

Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

●

when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

●

in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carryforward of unused tax credits and unused tax losses can be utilized, except:

●

when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

●

in respect of deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, deferred tax assets are only recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The carrying amount of deferred tax assets is reviewed at the end of each of the Relevant Periods and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each of the Relevant Periods and are recognized to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

In compliance with IFRIC 23, accruals for risk on income tax are part of the income tax within the statements of operations and comprehensive loss and income tax payable within the statements of financial position.

Government grants

Government grants are recognized at their fair value where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the costs, for which it is intended to compensate, are expensed.

Revenue recognition

Sales of intellectual property

Revenue from sales of intellectual property is recognized when control of the intellectual property is transferred to the customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for the intellectual property.

When the consideration of sales of intellectual property includes a variable amount, the amount of consideration is estimated to which the Group will be entitled in exchange for transferring the intellectual property to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.

Milestone payments and sales-based royalties represent a form of variable consideration which is included in the transaction price to the extent that it is highly probable that a significant reversal of accumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. When the Group cannot conclude that it is highly probable that a significant revenue reversal of cumulative revenue under the contract will not occur, the Group constrains the related variable consideration resulting in its exclusion from the transaction price.

As part of the accounting for this arrangement, the Group must use significant judgement to determine: (a) the performance obligations; and (b) the method to estimate variable consideration.

At contract inception, the Group assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Group uses judgement to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price. The transaction price is allocated to each performance obligation on a relative stand-alone selling price basis, for which the Group recognizes revenue as or when the performance obligations under the contract are satisfied. If a milestone or other variable consideration relates specifically to the Group’s efforts to satisfy a single performance obligation or to a specific outcome from satisfying the performance obligation, the Group generally allocates that milestone amount entirely to that performance obligation once it is highly probable that a significant revenue reversal would not occur.

The Group recognizes revenue only when it satisfies a performance obligation by transferring control of the promised goods or services. The transfer of control can occur over time or at a point in time. A performance obligation is satisfied over time if it meets one of the following criteria:

The counterparty simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs; or

The Group’s performance creates or enhances an asset that the counterparty controls as the asset is created or enhanced

The Group’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.

The portion of the transaction price that is allocated to performance obligations satisfied at a point in time is recognized as revenue when control of the goods or services is transferred to the counterparty. If the performance obligation is satisfied over time, the portion of the transaction price allocated to that performance obligation is recognized as revenue as the performance obligation is satisfied. The Group adopts an appropriate method of measuring progress for purposes of recognizing revenue. The Group evaluates the measure of progress at the end of each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Upfront fees

Upfront payment is allocated to the performance obligations based on the Group’s best estimate of their relative stand-alone selling prices. The Group recognizes revenues from non-refundable upfront fees at a point in time when the transfer of control of the intellectual property to the counterparty occurs and the counterpary is able to use and benefit from the intellectual property.

Milestone payments

At the inception of each arrangement that includes milestone payments, the Group evaluates whether the milestones are considered highly probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is highly probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Group, such as regulatory approvals, are not considered highly probable of being achieved until those approvals are received. The Group evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgement involved in determining whether it is highly probable that a significant reversal of cumulative revenue would not occur. At the end of each subsequent reporting period, the Group re-evaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Milestone payments are allocated to performance obligations based on the Group’s best estimate of their relative stand-alone selling prices unless the criteria under IFRS 15.85 are met, in which case the milestone payments are allocated entirely to the performance obligation which the milestone payments are specifically related to.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Group assessed that achievement of all the remaining contractual milestones is highly uncertain and the related milestone payments are not included in the transaction price. Milestones are achieved when the triggering event described in the related agreement occurs.

Sales royalties

The Group recognizes revenue for a sales-based royalty promised in exchange for the sales of intellectual property only when (or as) the later of the following events occurs:

(a)

the subsequent sale occurs; and

(b)

the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied.

Revenue from other sources

Rental income is recognized on a time proportion basis over the lease terms. Variable lease payments that do not depend on an index or a rate are recognized as income in the accounting period in which they are incurred.

Interest income

Interest income is recognized on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.

Share-based payments

The Company operates a share option scheme for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group’s operations. Employees (including directors) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (“equity-settled transactions”).

The cost of equity-settled transactions with employees for grants is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an external valuer using a binomial model, further details of which are given in note 19 to the Consolidated Financial Statements.

The cost of equity-settled transactions is recognized in employee benefit expense, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at the end of each of the Relevant Periods until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The charge or credit to the statement of profit or loss and other comprehensive income for a period represents the movement in the cumulative expense recognized as of the beginning and end of that period.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

Other employee benefits

Pension schemes

The employees of the Group’s subsidiaries who operate in Mainland China are required to participate in a central pension scheme operated by the local municipal government. These subsidiaries are required to contribute a certain percentage of their payroll costs to the central pension scheme. The contributions are charged to profit or loss as they become payable in accordance with the rules of the central pension scheme.

The subsidiary in the U.S. maintains multiple qualified contributory savings plans as allowed under Section 401(k) of the Internal Revenue Code in the U.S. These plans are defined contribution plans covering substantially all its qualifying employees and provide for voluntary contributions by employees, subject to certain limits. The contributions are made by both the employees and the employer. The employees’ contributions are primarily based on specified dollar amounts or percentages of employee compensation. The only obligation of the subsidiary in the U.S. with respect to the retirement benefits plans is to make the specified contributions under the plans.

Housing fund — Mainland China

The Group contributes on a monthly basis to a defined contribution housing fund plan operated by the local municipal government. Contributions to this plan by the Group are expensed as incurred.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets (i.e., assets that necessarily take a substantial period of time to get ready for their intended use or sale) are capitalized as part of the cost of those assets. The capitalization of such borrowing costs ceases when the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs capitalized. All other borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Foreign currencies

These consolidated financial statements are presented in United States dollars (“$”), which is the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of exchange at the end of the reporting period. Differences arising on settlement or translation of monetary items are recognized in the statement of operations and comprehensive loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognized in other comprehensive income or profit or loss is also recognized in other comprehensive income or profit or loss, respectively).

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In determining the exchange rate on initial recognition of the related asset, expense or income on the derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of the initial transaction is the date on which the Group initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of the advance consideration.

The functional currencies of certain subsidiaries established in the PRC are currencies other than $. As of the end of the reporting period, the assets and liabilities of these entities are translated into $ at the exchange rates prevailing at the end of the reporting period and their statements of profit or loss and other comprehensive income are translated into $ at the weighted average exchange rates for the year.

The resulting exchange differences are recognized in other comprehensive income and accumulated in the exchange fluctuation reserve. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognized in the statement of profit or loss and other comprehensive income.

For the purpose of the consolidated statement of cash flows, the cash flows of the subsidiaries established in the PRC are translated into $ at the exchange rates at the dates of the cash flows. Frequently recurring cash flows of the subsidiaries established in the PRC which arise throughout the year are translated into $ at the weighted average exchange rates for the year.

FINANCIAL INSTRUMENTS BY CATEGORY (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
FINANCIAL INSTRUMENTS BY CATEGORY
Financial liabilities		$ 290,368
Other financial liabilities
FINANCIAL INSTRUMENTS BY CATEGORY
Financial liabilities	$ 49,595	21,282
Other financial liabilities \| Trade payables
FINANCIAL INSTRUMENTS BY CATEGORY
Financial liabilities	14,348	13,098
Other financial liabilities \| Financial liabilities included in other payables and accruals
FINANCIAL INSTRUMENTS BY CATEGORY
Financial liabilities	4,890	3,877
Other financial liabilities \| Interest-bearing bank and other borrowings
FINANCIAL INSTRUMENTS BY CATEGORY
Financial liabilities	30,357	4,307
Financial liabilities at FVTPL
FINANCIAL INSTRUMENTS BY CATEGORY
Financial liabilities		290,368
Financial assets at FVTPL
FINANCIAL INSTRUMENTS BY CATEGORY
Financial assets	7	21,287
Financial assets at FVTPL \| Wealth management product
FINANCIAL INSTRUMENTS BY CATEGORY
Financial assets	7	21,287
Other financial assets
FINANCIAL INSTRUMENTS BY CATEGORY
Financial assets	126,319	45,343
Other financial assets \| Financial assets included in prepayments, other receivables and other assets
FINANCIAL INSTRUMENTS BY CATEGORY
Financial assets	2,978	2,585
Other financial assets \| Cash and cash equivalents
FINANCIAL INSTRUMENTS BY CATEGORY
Financial assets	91,492	$ 42,758
Other financial assets \| Short-term investments at amortized cost
FINANCIAL INSTRUMENTS BY CATEGORY
Financial assets	7,000
Other financial assets \| Long-term investments at amortized cost
FINANCIAL INSTRUMENTS BY CATEGORY
Financial assets	$ 24,849

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

26.	SUBSEQUENT EVENTS

(a)Bank loan

In February 2024, Adlai Hangzhou entered into a non-revolving facility agreement with a third party financial institution for a facility amount of RMB20,000 at an interest rate of 4.0% per annum, guaranteed by Mr. Yang Lu and Adlai Shanghai. The maturity date is August 2, 2024.

In February 2024, Adlai US entered into a non-revolving facility agreement with a third party financial institution for a facility amount of USD3,000 at an interest rate of 6.57% per annum. The maturity date is February 26, 2025.

In February 2024, Adlai Hangzhou entered into a non-revolving facility agreement with a third party financial institution for a facility amount of RMB30,000 at an interest rate of 4.0% per annum, guaranteed by Mr. Yang Lu and Adlai Shanghai. The maturity date is March 4, 2024.And in March 2024, Adlai Hangzhou repaid a non-revolving facility amount of RMB30,000 at the maturity date.

In March 2024, Adlai Hangzhou entered into a non-revolving facility agreement with a third party financial institution for a facility amount of RMB60,000 at an interest rate of 3.5% per annum, guaranteed by Mr. Yang Lu and Adlai Shanghai. The maturity date is November 28, 2024.

In March 2024, Adlai Hangzhou repaid three non-revolving facility amount of RMB40,000 at the maturity date.

In April 2024, Adlai Hangzhou repaid a non-revolving facility amount of RMB30,000 at the maturity date.

(b)Subsidiaries

In March 2024, Shareholder of Hangzhou Tangchuang agreed to increase the company's registered capital to RMB100 million, with an additional investment of RMB70 million from Hangzhou Hongxi Business Management Co., Ltd and an additional investment of RMB20 million from Adlai Hangzhou. After this capital increase, the company accounting for 30% of the registered capital in Hangzhou Tangchuang. And Hangzhou Tangchuang would no longer be a subsidiary within the company’s scope of consolidation.

PROPERTY, PLANT AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2023

PROPERTY, PLANT AND EQUIPMENT

Schedule of property, plant and equipment


	Leasehold	Plant and	Office	Motor	Electronic
	improvements	machinery	equipment	vehicles	equipment	Total
	$’000	$’000	$’000	$’000	$’000	$’000
At January 1, 2022, net of accumulated depreciation	1,601	1,842	68	12	132	3,655
Additions	710	360	—	168	11	1,249
Depreciation provided during the year	(416)	(412)	(31)	(19)	(53)	(931)
Disposals	—	—	—	(10)	—	(10)
Exchange realignment	(121)	(117)	(4)	—	(8)	(250)
At December 31, 2022, net of accumulated depreciation	1,774	1,673	33	151	82	3,713
As of December 31, 2022:
Cost	2,532	3,386	150	199	276	6,543
Accumulated depreciation	(758)	(1,713)	(117)	(48)	(194)	(2,830)
Net carrying amount	1,774	1,673	33	151	82	3,713


	Leasehold	Plant and	Office	Motor	Electronic
	improvements	machinery	equipment	vehicles	equipment	Total
	$’000	$’000	$’000	$’000	$’000	$’000
At January 1, 2023, net of accumulated depreciation	1,774	1,673	33	151	82	3,713
Additions	28	27	—	127	18	200
Depreciation provided during the year	(700)	(416)	(20)	(43)	(34)	(1,213)
Disposals	—	—	—	—	(1)	(1)
Exchange realignment	(25)	(23)	—	(3)	(2)	(53)
At Dec 31, 2023, net of accumulated depreciation	1,077	1,261	13	232	63	2,646
As of December 31, 2023
Cost	2,519	3,373	148	322	228	6,590
Accumulated depreciation	(1,442)	(2,112)	(135)	(90)	(165)	(3,944)
Net carrying amount	1,077	1,261	13	232	63	2,646

FINANCIAL ASSETS AT FVTPL

12 Months Ended

Dec. 31, 2023

FINANCIAL ASSETS AT FVTPL

FINANCIAL ASSETS AT FVTPL

12.	FINANCIAL ASSETS AT FVTPL


	As of December 31,
	2022	2023
	$’000	$’000
Current:
Wealth management product	21,287	7
Total	21,287	7

During the Relevant Periods, the Group used surplus capital to purchase dual currency structured deposit and wealth management product from domestic commercial banks, which preserved capital and liquidity.

The wealth management product held as of December 31, 2022 was an investment into a mutual fund whose portfolio included a mixture of fixed income assets, preferred shares and repos, which were redeemable every 3 months. The wealth management product held as of December 31, 2023 was an investment into a money market fund that invests in short-term debt instruments such as treasury bills, certain certificates of deposit, bonds, government gilts and commercial paper. The returns on all of the financial product was not guaranteed, hence their contractual cash flows did not qualify solely as payments of principal and interest. Therefore, those products were accounted at fair value through profit or loss. Further details are included in note 20(c) to the Unaudited Condensed Consolidated Financial Statements.

INCOME TAX - Income tax expense (Details) $ in Thousands	12 Months Ended
INCOME TAX - Income tax expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
INCOME TAX
Current	$ 643
Total	$ 643

- Definition

The aggregate amount included in the determination of profit (loss) for the period in respect of current tax and deferred tax. [Refer: Current tax expense (income); Deferred tax expense (income)]

+ References + Details

PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current:
Prepayments	$ 2,337	$ 1,912
VAT deductible tax	135	100
Deposits and other receivables	224	246
Total	2,696	2,258
Non-current:
Prepaid expenses	282	327
Total	282	327
Total	$ 2,978	$ 2,585

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
ORDINARY SHARES
Par value per share	$ 0.0001
Shares authorized	500,000,000
Ordinary shares
ORDINARY SHARES
Par value per share	$ 0.0001	$ 0.0001
Shares authorized	442,456,586	442,456,586
Shares issued		40,440,000
Shares outstanding	0	40,440,000
Class A Ordinary Shares
ORDINARY SHARES
Par value per share	$ 0.0001	$ 0.0001
Shares outstanding	93,710,805	0
Class B Ordinary Shares
ORDINARY SHARES
Par value per share	$ 0.0001	$ 0.0001
Shares outstanding	16,990,000	0
Series A Preferred Shares
ORDINARY SHARES
Par value per share	$ 0.0001	$ 0.0001
Shares authorized	0	14,560,000
Shares issued	0	14,560,000
Shares outstanding	0	14,560,000

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY - PARENT COMPANY STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
PARENT COMPANY STATEMENTS OF CASH FLOWS
Net cash flows used in operating activities	$ (56,652)	$ (43,223)
Net cash flows used in investing activities	(10,954)	28,376
Net cash flows from financing activities	116,240	(6,780)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	48,634	(21,627)
Cash and cash equivalents at beginning of year	42,758	64,131
CASH AND CASH EQUIVALENTS AT END OF YEAR	91,492	42,758
Separate
PARENT COMPANY STATEMENTS OF CASH FLOWS
Net cash flows used in operating activities	(13,143)	(1,134)
Net cash flows used in investing activities	(38,082)	(35,035)
Net cash flows from financing activities	102,181
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	50,956	(36,169)
Cash and cash equivalents at beginning of year	12,194	48,363
CASH AND CASH EQUIVALENTS AT END OF YEAR	$ 63,150	$ 12,194

FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS - carrying amounts and fair values of the Group's financial instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial liabilities, fair value		$ 290,368
Financial liabilities at FVTPL
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial liabilities, carrying amount		290,368
Financial liabilities, fair value		290,368
Financial assets at FVTPL
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial assets, carrying amount	$ 7	21,287
Financial assets, fair value	7	21,287
Wealth management product \| Financial assets at FVTPL
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial assets, carrying amount	7	21,287
Financial assets, fair value	$ 7	$ 21,287

- Definition

The amount of assets that are: (a) cash; (b) an equity instrument of another entity; (c) a contractual right: (i) to receive cash or another financial asset from another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially favourable to the entity; or (d) a contract that will, or may be, settled in the entity’s own equity instruments and is: (i) a non-derivative for which the entity is, or may be, obliged to receive a variable number of the entity’s own equity instruments; or (ii) a derivative that will, or may be, settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the entity’s own equity instruments. For this purpose the entity’s own equity instruments do not include puttable financial instruments classified as equity instruments in accordance with paragraphs 16A-16B of IAS 32, instruments that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation and are classified as equity instruments in accordance with paragraphs 16C-16D of IAS 32, or instruments that are contracts for the future receipt or delivery of the entity’s own equity instruments. [Refer: Financial instruments, class [member]; Financial liabilities]

+ References + Details

- Definition

The amount of liabilities that are: (a) a contractual obligation: (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the entity; or (b) a contract that will, or may be, settled in the entity’s own equity instruments and is: (i) a non-derivative for which the entity is, or may be, obliged to deliver a variable number of the entity’s own equity instruments; or (ii) a derivative that will, or may be, settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the entity’s own equity instruments. For this purpose, rights, options or warrants to acquire a fixed number of the entity’s own equity instruments for a fixed amount of any currency are equity instruments if the entity offers the rights, options or warrants pro rata to all of its existing owners of the same class of its own non-derivative equity instruments. Also, for those purposes the entity’s own equity instruments do not include puttable financial instruments that are classified as equity instruments in accordance with paragraphs 16A-16B of IAS 32, instruments that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation and are classified as equity instruments in accordance with paragraphs 16C-16D of IAS 32, or instruments that are contracts for the future receipt or delivery of the entity’s own equity instruments. As an exception, an instrument that meets the definition of a financial liability is classified as an equity instrument if it has all the features and meets the conditions in paragraphs 16A-16B or paragraphs 16C-16D of IAS 32. [Refer: Financial instruments, class [member]; Financial assets; Derivatives [member]]

+ References + Details

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

LEASES

Schedule of carrying amounts of the Group's right-of-use assets and the movements


	Offices	Office equipment	Total
	$’000	$’000	$’000
As of January 1, 2022	2,725	209	2,934
Additions	463	—	463
Depreciation provided during the year	(961)	(129)	(1,090)
Exchange realignment	(141)	(4)	(145)
As of December 31, 2022	2,086	76	2,162


	Offices	Office equipment	Total
	$’000	$’000	$’000
As of January 1, 2023	2,086	76	2,162
Additions	—	—	—
Depreciation provided during the year	(931)	(53)	(984)
Exchange realignment	(23)	(1)	(24)
As of December 31, 2023	1,132	22	1,154

Schedule of carrying amount of lease liabilities and the movements


		Lease liabilities
		$’000
As of January 1, 2022		(2,888)
Additions		(463)
Accretion of interest recognized during the year		(133)
Payments		1,070
Exchange realignment		177
As of December 31, 2022		(2,237)
As of January 1, 2023		(2,237)
Additions		—
Accretion of interest recognized during the year		(83)
Payments		1,103
Exchange realignment		26
As of December 31, 2023		(1,191)


	2022	2023
	$’000	$’000
Analyzed into:
Current portion	1,001	722
Non-current portion	1,236	469
Total	2,237	1,191

Schedule of amounts recognized in profit or loss in relation to leases


	Year ended December 31,
	2022	2023
	$’000	$’000
Interest on lease liabilities	133	83
Depreciation charge of right-of-use assets	1,090	984
Total amount recognized in profit or loss	1,223	1,067

NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
Non-cash additions to right-of-use assets	$ 0	$ 0
Non-cash additions to lease liabilities	$ 0	$ 0

FINANCIAL INSTRUMENTS BY CATEGORY (Tables)

12 Months Ended

Dec. 31, 2023

FINANCIAL INSTRUMENTS BY CATEGORY

Summary of carrying amounts of each of the categories of financial instruments


	As of December 31,
	2022	2023
	$’000	$’000
Financial assets:
Financial assets at FVTPL:
Dual currency structured deposit	—	—
Wealth management product	21,287	7
Total	21,287	7
Other financial assets:
Financial assets included in prepayments, other receivables and other assets	2,585	2,978
Cash and cash equivalents	42,758	91,492
Short-term investments at amortized cost.	—	7,000
Long-term investments at amortized cost	—	24,849
Total	45,343	126,319
Financial liabilities:
Trade payables	13,098	14,348
Financial liabilities included in other payables and accruals	3,877	4,890
Interest-bearing bank and other borrowings	4,307	30,357
Total	21,282	49,595
Financial liabilities at FVTPL:
Financial instruments measured at FVTPL	290,368	—
Total	290,368	—

PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2023

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

9.	PROPERTY, PLANT AND EQUIPMENT


	Leasehold	Plant and	Office	Motor	Electronic
	improvements	machinery	equipment	vehicles	equipment	Total
	$’000	$’000	$’000	$’000	$’000	$’000
At January 1, 2022, net of accumulated depreciation	1,601	1,842	68	12	132	3,655
Additions	710	360	—	168	11	1,249
Depreciation provided during the year	(416)	(412)	(31)	(19)	(53)	(931)
Disposals	—	—	—	(10)	—	(10)
Exchange realignment	(121)	(117)	(4)	—	(8)	(250)
At December 31, 2022, net of accumulated depreciation	1,774	1,673	33	151	82	3,713
As of December 31, 2022:
Cost	2,532	3,386	150	199	276	6,543
Accumulated depreciation	(758)	(1,713)	(117)	(48)	(194)	(2,830)
Net carrying amount	1,774	1,673	33	151	82	3,713

9.PROPERTY, PLANT AND EQUIPMENT (continued)


	Leasehold	Plant and	Office	Motor	Electronic
	improvements	machinery	equipment	vehicles	equipment	Total
	$’000	$’000	$’000	$’000	$’000	$’000
At January 1, 2023, net of accumulated depreciation	1,774	1,673	33	151	82	3,713
Additions	28	27	—	127	18	200
Depreciation provided during the year	(700)	(416)	(20)	(43)	(34)	(1,213)
Disposals	—	—	—	—	(1)	(1)
Exchange realignment	(25)	(23)	—	(3)	(2)	(53)
At Dec 31, 2023, net of accumulated depreciation	1,077	1,261	13	232	63	2,646
As of December 31, 2023
Cost	2,519	3,373	148	322	228	6,590
Accumulated depreciation	(1,442)	(2,112)	(135)	(90)	(165)	(3,944)
Net carrying amount	1,077	1,261	13	232	63	2,646

During the Relevant Periods, none of the Group’s property, plant and equipment were pledged.

There was no impairment for the Group’s property, plant and equipment during the Relevant Periods.

REVENUE (Tables)

12 Months Ended

Dec. 31, 2023

REVENUE

Summary of analysis of revenue


	2022	2023
	$’000	$’000
Sales of an exclusive option.	—	5,000
Total	—	5,000

CORPORATE AND GROUP INFORMATION

12 Months Ended

Dec. 31, 2023

CORPORATE AND GROUP INFORMATION

CORPORATE AND GROUP INFORMATION

1.	CORPORATE AND GROUP INFORMATION

Adlai Nortye Ltd. (the “Company”) is a limited liability company incorporated in the Cayman Islands on 9 May 2018. The registered office of the Company is located at Harneys Fiduciary (Cayman) Limited, 4^th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands.

The Company is an investing holding company. The Company’s subsidiaries were involved in the research and development of pharmaceutical products.

As of the date of this report, the Company had direct and indirect interests in its subsidiaries, all of which are private limited liability companies, the particulars of which are set out below:

Percentage

of equity

Date and place of

Issued ordinary

attributable to

incorporation / registration

share/

the Company

Name

Notes

and place of operations

registered capital

Direct

Indirect

Principal activities

Alpine Bioscience Ltd. (“Alpine BVI”)

British Virgin Islands 8 January 2018

One share of par value $1

100

—

Investment holding

Adlai Nortye USA Inc (“Adlai US”)

The United States 30 January 2018

10,000 shares of par value $0.0001 each

—

100

Clinical studies and testing, and technology development and transfer

Adlai Nortye (Switzerland) AG (“Adlai Swiss”)

Switzerland 21 June 2022

100 shares of par value CHF1’000 each

—

100

Investment holding

Adlai Nortye PTE.LTD (“Adlai SGP”)

Singapore 22 April 2022

Two shars of par value $1

—

100

Investment holding

Adlai Nortye (HK) Limited (“Adlai HK”)

Hong Kong 24 April 2018

HKD 0.001

—

100

Investment holding

Hangzhou Adlai Nortye Biopharma Co., Ltd* (“Adlai Hangzhou”)

the People’s Republic of China (“PRC”)/Mainland China 14 September 2004

RMB 200,000

—

100

Product research and development, technology transfer and consulting services business

Shanghai Adlai Nortye Biopharma Co., Ltd* (“Adlai Shanghai”)

the People’s Republic of China (“PRC”)/Mainland China 22 December 2021

RMB 10,000

—

100

Product research and development, technology transfer and consulting services business

Hangzhou Tangchuang Weilai Technolegy Co., Ltd (“Hangzhou Tangchuang”)

the People’s Republic of China (“PRC”)/Mainland China 2 November 2022

RMB 10,000

—

100

Product research and development, technology transfer and consulting services business

* The English name of the subsidiary registered in the PRC represents the best efforts made by management of the Company to translate its Chinese name as the subsidiary does not have an official English name.

FINANCIAL LIABILITIES AT FVTPL (Tables)

12 Months Ended

Dec. 31, 2023

FINANCIAL LIABILITIES AT FVTPL

Schedule of movements of the Group's financial liabilities at FVTPL


	Series B	Series C	Series D
	Preferred	Preferred	Preferred
	Shares	Shares	Shares	Total
	$’000	$’000	$’000	$’000

At January 1, 2022	92,187	97,726	107,650	297,563
Change in fair value	(1,803)	(594)	(4,798)	(7,195)
At December 31, 2022	90,384	97,132	102,852	290,368
Change in fair value	13,943	15,207	10,021	39,171
Conversion into ordinary shares upon IPO	(104,327)	(112,339)	(112,873)	(329,539)
At December 31, 2023	—	—	—	—

Schedule of significant unobservable inputs to the valuation of financial instruments together with a quantitative sensitivity analysis


	As of December 31,
	2022
Fair value of ordinary shares of the Company	$	6.15
Risk-free interest rate (Note i)		4.68	%
Expected term		0.44	years
Volatility (Note ii)		52.86	%

FINANCIAL LIABILITIES AT FVTPL

12 Months Ended

Dec. 31, 2023

FINANCIAL LIABILITIES AT FVTPL

FINANCIAL LIABILITIES AT FVTPL

16.	FINANCIAL LIABILITIES AT FVTPL

Preferred shares and convertible loans

In late 2015, Adlai Hangzhou raised up to RMB70,000 from the Founders and certain onshore investors (“Series A Investors”).

In June 2018, the Company was established in the Cayman Island for seeking overseas listing opportunity, and the Company issued ordinary shares to the Founders and an option to the Series A Investors, which entitled Series A Investors to convert their equity interests in Adlai Hangzhou to up to 14,560,000 series A convertible preferred shares (“Series A Preferred Shares”) of the Company, at par value of $ 0.0001 per share, upon completion of the Reorganization. From January 2020 to April 2020, Series A Investors exercised the option and converted their equity interests in Adlai Hangzhou to Series A Preferred Shares of the Company.

In June 2018, to accommodate the Group’s Reorganization plan, certain onshore investors (“Series B Onshore Investors”) entered into convertible loan subscription agreement (the “Series B Loan Agreement”) with Adlai Hangzhou to issue a loan (the “Series B Convertible Loans”) to Series B Onshore Investors for a total consideration of RMB165,000. Meanwhile, the Company entered into a forward contract with these Series B Onshore investors to grant them an option (“Series B Preferred Shares Forward”) to convert Series B Convertible Loans issued by Adali Hangzhou to 6,600,000 series B convertible redeemable preferred shares (“Series B Preferred Shares”) of the Company, at par value of $ 0.0001 per share, upon completion of the Reorganization. Pursuant to the Series B Loan Agreement, these loans bore interest at 15% per annum and shall mature upon the exercise of the Series B Preferred Shares Forward. The Series B Onshore Investors agreed Adlai Hangzhou’s obligation of repayment the principal and accrued interests of these loans will be automatically relieved with the exercise of Series B Share Purchase Forward upon completion of the Reorganization. From April to May 2020, the Series B Onshore Investors have exercised their Series B Share Purchase Forward and converted their Series B Convertible Loans to an aggregate of 6,600,000 Series B Preferred Shares.

Concurrently, certain offshore investors (“Series B Offshore Investors”) subscribed 6,907,896 Series B Preferred Shares (“Series B Preferred Shares”) for a total consideration of $27,000. The Series B Onshore Investors and Series B Offshore Investors are collectively referred to as “Series B Investors”.

16.	FINANCIAL LIABILITIES AT FVTPL (continued)

In December 2019, the Company issued 14,653,013 series C convertible redeemable preferred shares (“Series C Preferred Shares”) of the Company for a total consideration of $63,700 to certain investors (“Series C Investors”).

In April 2021, the Company entered into a Series D share purchase agreement with certain investors (“Series D Investors”) to issue an aggregate of 14,722,505 series D convertible redeemable preferred shares (“Series D Preferred Shares”) for a total consideration of $97,370 and paid in full as of December 31, 2021.

According to the original and amended Memorandum and Articles of Association (“MOA”) upon the issuance of each series of convertible redeemable preferred shares, the Group designated Series B, C and D Preferred Shares and Series B Convertible Loans as financial liabilities measured at FVTPL and recognized Series A Preferred Shares as equity in accordance with the relevant IFRS. There is no significant change in the major terms of MOA among of each series except mentioned otherwise in the notes to the Consolidated Financial Statements.

According to the MOA of the Company in May 2021, the key terms of the Series A, B, C and D Preferred Shares (collectively “Preferred Shares”) are as follows:

Conversion Rights (applicable to all Preferred Shares)

Each holder of Preferred Shares may, at the option of the holder thereof, be converted at any time into fully-paid and nonassessable ordinary shares of the Company based on the then-effective applicable conversion price (“Applicable Conversion Price”). Each holder of Preferred Shares shall automatically be converted, based on the Applicable Conversion Price, into ordinary shares of the Company upon the closing of a Qualified IPO (as defined below).

The Applicable Conversion Price is initially equal to the original issue price for each class of Preferred Shares and shall be subject to adjustment from time to time, including but not limited to share splits, share subdivision, share combination and the like, being no less than par value.

If the Company issues any additional ordinary shares at a subscription price less than the corresponding original subscription price of the Series B, C and D Preferred Shares, the Company shall issue new corresponding Series B, C and D Preferred Shares to the holders of Series B, C and D Preferred Shares at the nominal price or the minimum price allowed by applicable laws until the Applicable Conversion Price for each holders of Series B, C and D Preferred Shares is reduced to such issue price.

If the Group fails to meet any of the below two committed business objectives (“Business Objectives”) within the timelines, the holders of Series C Preferred Shares are entitled to request the Founders, affiliates of the Founders and the Group (collectively referred to as “Warrantors”) to jointly make up the share compensation necessary to make the pre-money valuation of the Company immediately before the investment by the holders of Preferred Shares be adjusted to 70% thereof. The share compensation arrangement shall be made on the basis of a nominal transfer price. The Business Objectives are:

promote at least three products (self-developed or by introduction) to the next clinical stage within eighteen months from the Series C Preferred Shares closing date, on the basis of existing clinical pipelines; and;

obtain the approval of one new drug application from the competent authority for drug administration in the US or PRC by the 3rd anniversary of Series C Preferred Shares closing date.

16.	FINANCIAL LIABILITIES AT FVTPL (continued)

Qualified IPO means an underwritter initial public offering of the Company completed no later than the earlier of (i) September 7, 2023 and (ii) two years after the date of Closing of the Series D Preferred Shares and which occurs on the New York Stock Exchange, NASDAQ, Hong Kong Exchanges and Clearing Market or such other reputable stock exchange approved by the a majority of all of the investor directors with (i) the pre-public offering market capitalization of no less than $650,000, unless otherwise agreed by the investor directors; and (ii) shares held by the investors can be listed for trading or otherwise disposed of without transfer restrictions after any applicable statutory lock-up period.

Voting Rights (applicable to all Preferred Shares)

Except as otherwise required by law or as set forth herein, the holder of each ordinary share issued and outstanding shall have one vote for each ordinary share held by such holder, and the holder of Preferred Shares shall be entitled to the number of votes equal to the number of ordinary shares into which such Preferred Shares could be converted.

Liquidation Preference (applicable to all Preferred Shares)

Upon any liquidation, closure, dissolution, merger or acquisition of any Group company; or the transfer of a controlling interest (i.e., more than 50% of the equity) by the shareholders of any Group company (excluding the holders of Series A, B, C and D Preferred Shares); or the sale of the majority of any Group’s assets to third parties; or the transfer of the majority of any Group’s intellectual property to third parties; or any event that can be defined as a transfer of control of any Group company; or any transfer of the Shares of any Group company (excluding the shares of the Company held by the holders of Series A, B, C and D Preferred Shares) or shares held by the Founders or their affiliates without the prior written consent of the Investor Director Majority, Series C Investors and Series D Investors; or any breach of the Warrantors under the Series D Share Purchase Agreements, the Series C Share Purchase Agreements, the Series B Share Purchase Agreement, the Shareholders’ Agreement and these Articles, as applicable (“Transaction Documents”) which would cause the Series C Investors and Series D Investors to claim for termination of any of the Transaction Documents (each a “Liquidation Event”), whether voluntary or involuntary, all assets and funds of the Company legally available for distribution to the shareholders is distributed to the shareholders of the Company in the sequence as follows:

Series D Preferred Shares

Series C Preferred Shares

Series B Preferred Shares

Series A Preferred Shares

If there are any assets or funds remaining after the aggregate Series A, B, C and D Preferred Shares have been distributed or paid fully, the remaining assets and funds of the Company available for distribution is distributed on a pro rata basis among all holders of outstanding ordinary shares and Preferred Shares.

Dividends (applicable to all Preferred Shares)

Each holder of the ordinary shares (on as-converted basis) shall be entitled to receive dividends on a pro rata basis on the number of ordinary shares, out of any funds legally available therefor, pro rata based on the number of ordinary shares held by each holder.

16.	FINANCIAL LIABILITIES AT FVTPL (continued)

Redemption Rights (applicable to Series B, C and D Preferred Shares)

At any time after the earlier of the following, any investors of Preferred Shares shall be entitled to require the Company to redeem all or portion of the outstanding Preferred Shares held by them, and/or require each of the Warrantors to jointly and severally redeem or repurchase all or portion of the outstanding Preferred Shares held by them:

the Company fails to complete a Qualified IPO at the earlier of (a) September 7, 2023; and (b) two years after the date of Closing;

ii.

(applicable to Series C Investors and Series D Investors only) with respect to any Series C Investor or Series D Investor, such Series C Investor or Series D Investor fails to achieve the investment return which is 100% of its investment amount and plus an amount that would accrue on its investment amount at a simple interest rate of ten percent (10%) per annum (if such period is less than a year, such interest amount shall be calculated proportionally) through transfer, dividends of the Preferred Shares, or disposal in any other way approved by such Series C Investors or Series D Investors plus the value of the Preferred Shares (if any) still held by such Series C Investors or Series D Investors by September 7, 2023 (with respect to Series C Investors) or by three years following its closing of Series D (with respect to Series D Investors);

iii.

(applicable to Series C Investors only) the applicable Group company fails to meet any of the Committed Business Objectives within the timelines specified under these Articles;

iv.

(applicable to Series C Investors only) the applicable Group company fails to obtain approval of a new medicine application from the competent authority for drug administration of its first medicine in the U.S. or the PRC by December 30, 2022;

(applicable to Series C Investors and Series D Investors only) the first disapproval or rejection by any competent governmental authority (including, without limitation, the National Medical Products Administration of the PRC or the U.S. Food and Drug Administration) of the application made by any Group company with respect to any of its new drugs;

vi.

in case that the Group companies meet the requirements for a Qualified IPO, any of the Group companies or the management shareholders refuses the Qualified IPO or declines to make necessary cooperation for such Qualified IPO, or the Group companies fail to complete the Qualified IPO due to any reasons attributable to any management shareholder;

vii.

without the written consent of the majority of investor directors, Series C Investors and Series D Investors, Mr. Yang Lu and Mr. Donghui Yang terminate their employment contracts with the applicable Group company or fail to comply their commitment to work full time as per the agreement with certain Series C Investors or Series D Investors prior to the latest to occur of the following events: (a) such Series C Investors or Series D Investors’ exit; (b) the occurrence of a Qualified IPO; (c) the expiry of the two years period after the closing of Series D; and (d) September 7, 2023;

viii.

material change of principal business or, business scope of the Group companies without the written consent of the majority of investor directors, Series C Investors and Series D Investors;

ix.

any significant intellectual property of any Group company becomes invalid, frozen, or is transferred, authorized, pledged, encumbered, hypothecated to any third party without prior written consent of the majority of investor directors;

the occurrence of a material breach by any Group company or any management shareholders of any of their respective representations, warranties, covenants or undertakings under the Transaction Documents and failure by applicable Group companies or management shareholders to make remedy within thirty days after so required;

16.	FINANCIAL LIABILITIES AT FVTPL (continued)

xi.

the occurrence of a material breach by any Group company or any management shareholder of any of mandatory laws or regulations in the applicable jurisdiction; and

xii.

the occurrence of any material dishonesty problem by any Group company or any management shareholder.

Next Equity Financing Warrant

In June 2018, in connection with the issuance of the Series B Preferred shares, the Company irrevocably issued to certain Series B Investors a warrant (“Next Equity Financing Warrant”), by which each of these Series B Investors shall be entitled but not obligated to purchase a certain number of the Company’s Preferred Shares with a par value of $0.0001 per share prior to the closing date of the Company’s next round equity or equity-linked financing (the “Next Equity Financing”), at an exercise price per share of ninety-five percent (95%) of the subscription price per share for the investors in such Next Equity Financing.

The Next Equity Financing Warrant expired upon the closing date of the Company’s Series C financing in August 2019 as none of these Series B Investors subscribed the Company’s Series C Preferred Shares.

CEHKL Warrant

On May 20, 2019, the Company entered into a warrant agreement with China Equities HK Limited (“CEHKL”), under which the Company agreed to issue certain Series B Preferred Shares to CEHKL with agreed price (“CEHKL Warrant”) and the CEHKL Warrant will expire on May 20, 2024. In July 2021, CEHKL elected to exercise the CEHKL Warrant and the Company issued 100,000 Series B Preferred Shares to CEHKL.

Presentation and classification

The Group and the Company have designated the Series B, C and D Preferred Shares and Series B Convertible Loans as financial liabilities measured at FVTPL upon initial recognition. The Next Equity Financing Warrant and CEHKL Warrant are initially recognized at fair value on the date on which the contract is entered into and are subsequently remeasured at fair value.

The change in fair value of financial liabilities at FVTPL is charged to profit or loss except for the portion attributable to credit risk change that shall be charged to other comprehensive income. The net gain or loss recognized in profit or loss includes any interest paid on the financial liabilities and is included in the loss on changes in fair value of financial liabilities at FVTPL line item. Management concluded that there is no credit risk of the financial liability that drives the change of the fair value of the financial liability.

The movements of the Group’s financial liabilities at FVTPL are set out as follows:


	Series B	Series C	Series D
	Preferred	Preferred	Preferred
	Shares	Shares	Shares	Total
	$’000	$’000	$’000	$’000

At January 1, 2022	92,187	97,726	107,650	297,563
Change in fair value	(1,803)	(594)	(4,798)	(7,195)
At December 31, 2022	90,384	97,132	102,852	290,368
Change in fair value	13,943	15,207	10,021	39,171
Conversion into ordinary shares upon IPO	(104,327)	(112,339)	(112,873)	(329,539)
At December 31, 2023	—	—	—	—

16.	FINANCIAL LIABILITIES AT FVTPL (continued)

The Company has used the discounted cash flow method and back-solve method to determine the underlying share value of the Company and adopted equity allocation model to determine the fair value of each financial liability as of the dates of issuance and at the end of each of the Relevant Periods.

Set out below is a summary of significant unobservable inputs to the valuation of financial instruments together with a quantitative sensitivity analysis as of December 31, 2022:


	As of December 31,
	2022
Fair value of ordinary shares of the Company	$	6.15
Risk-free interest rate (Note i)		4.68	%
Expected term		0.44	years
Volatility (Note ii)		52.86	%

The Group estimated the risk-free interest rate based on the yield of the United States Government Bond with maturity close to the expected exit timing as of the valuation date. Under the option-pricing method, the cost of a put option, which can hedge the price change before the privately held shares can be sold, was considered as a basis to determine the lack of marketability discount. Volatility was estimated based on the annualized standard deviation of the daily stock price return of comparable companies for a period from the valuation date and with a similar time span to expiration.

In September 29, 2023, each holder of Preferred Shares automatically be converted, based on the Applicable Conversion Price, into ordinary shares of the Company upon the closing of IPO.

FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2023

FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

24.	FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

The carrying amounts and fair values of the Group’s financial instruments, other than those with carrying amounts that reasonably approximate to fair values, are as follows:


	As of December 31, 2022		As of December 31, 2023
	Carrying		Carrying
	amount	Fair value	amount	Fair value
	$’000	$’000	$’000	$’000
Financial assets
Dual currency structured deposit	—	—	—	—
Wealth management product	21,287	21,287	7	7
Total.	21,287	21,287	7	7
Financial liabilities
Financial liabilities at FVTPL	290,368	290,368	—	—
Total.	290,368	290,368	—	—

24.FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued)

Management has assessed that the fair values of cash and cash equivalents, interest-bearing bank and other borrowings, trade payables, financial assets included in prepayments, other receivables and other assets, and financial liabilities included in other payables and accruals approximate to their carrying amounts largely due to the short term maturities of these instruments.

The Group’s finance department headed by the finance manager is responsible for determining the policies and procedures for the fair value measurement of financial instruments. The finance manager reports directly to the chief financial officer and the audit committee. At the end of each of the Relevant Periods, the finance department analyses the movements in the values of financial instruments and determines the major inputs applied in the valuation. The valuation is reviewed and approved by the chief financial officer. The valuation process and results are discussed with the audit committee twice a year for interim and annual financial reporting.

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The methods and assumptions used to estimate the fair value, including a summary of significant unobservable inputs together with a quantitative sensitivity analysis, are set out in note 15 to the Consolidated Financial Statements.

The fair values of the non-current portion of interest-bearing bank and other borrowings have been calculated by discounting the expected future cash flows using rates currently available for instruments with similar terms, credit risk and remaining maturities. The changes in fair value as a result of the Group’s own non-performance risk for interest-bearing bank and other borrowings as of the end of each of the Relevant Periods were assessed to be insignificant.

Fair value hierarchy

The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:

As of December 31, 2022


	Fair value measurement using
	Quoted prices	Significant	Significant
	in active	observable	unobservable
	markets	inputs	inputs
	(Level 1)	(Level 2)	(Level 3)	Total
	$’000	$’000	$’000	$’000
Financial assets
Dual currency structured deposit	—	—	—	—
Wealth management product	21,287	—	—	21,287
Total.	21,287	—	—	21,287
Financial liabilities			290,368	290,368
Financial liabilities at FVTPL	—	—	290,368	290,368

As of December 31, 2023


	Fair value measurement using
	Quoted prices	Significant	Significant
	in active	observable	unobservable
	markets	inputs	inputs
	(Level 1)	(Level 2)	(Level 3)	Total
Financial assets
Dual currency structured deposit	—	—	—	—
Wealth management product	7	—	—	7
Total	7	—	—	7

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES - Foreign currency risk (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Increase/(decrease) in $/RMB rate - If the $ strengthens against the RMB	5.00%
Increase/(decrease) in $/RMB rate - If the $ weakens against the RMB	(5.00%)
Increase/ (decrease) in net loss - If the $ strengthens against the RMB	$ (1,010)
Increase/ (decrease) in net loss - If the $ weakens against the RMB	1,116
Increase (decrease) in equity - If the $ strengthens against the RMB	(943)
Increase (decrease) in equity - If the $ weakens against the RMB	$ 1,042
Foreign currency risk
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Increase/(decrease) in $/RMB rate - If the $ strengthens against the RMB		5.00%
Increase/(decrease) in $/RMB rate - If the $ weakens against the RMB		(5.00%)
Increase (decrease) in equity - If the $ strengthens against the RMB		$ (1,939)
Increase (decrease) in equity - If the $ weakens against the RMB		$ 4,081

DIVIDENDS (Details) $ in Thousands	12 Months Ended
DIVIDENDS (Details) $ in Thousands	Dec. 31, 2023 USD ($)
DIVIDENDS
Dividends declared	$ 0
Dividends paid	$ 0

FINANCIAL LIABILITIES AT FVTPL (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands	1 Months Ended		12 Months Ended
	May 31, 2020 shares	Jun. 30, 2018 CNY (¥) shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2015 CNY (¥)	Dec. 31, 2022 $ / shares	Jun. 30, 2018 $ / shares
FINANCIAL LIABILITIES AT FVTPL
Issuance of shares \| $			$ 91,780
Par value per share \| $ / shares			$ 0.0001
Series A Preferred Shares
FINANCIAL LIABILITIES AT FVTPL
Par value per share \| $ / shares			$ 0.0001		$ 0.0001
Series B Preferred Shares \| Series B Offshore Investors
FINANCIAL LIABILITIES AT FVTPL
Issuance of shares \| $			$ 27,000
Number of shares issued			6,907,896
Series B Preferred Shares \| Series C Investors
FINANCIAL LIABILITIES AT FVTPL
Issuance of shares \| $			$ 63,700
Number of shares issued			14,653,013
Series B Preferred Shares \| Series D Investors
FINANCIAL LIABILITIES AT FVTPL
Issuance of shares \| $			$ 97,370
Number of shares issued			14,722,505
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Series A Investors
FINANCIAL LIABILITIES AT FVTPL
Issuance of shares \| ¥				¥ 70,000
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Series B convertible loans \| Series B Onshore Investors
FINANCIAL LIABILITIES AT FVTPL
Loan commitment amount \| ¥		¥ 165,000
Interest rate (as a percent)		15.00%
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Series A Preferred Shares
FINANCIAL LIABILITIES AT FVTPL
Preferred shares to be issued upon conversion of equity		14,560,000
Par value per share \| $ / shares						$ 0.0001
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Series B Preferred Shares \| Series B Onshore Investors
FINANCIAL LIABILITIES AT FVTPL
Par value per share \| $ / shares						$ 0.0001
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Series B Preferred Shares \| Series B convertible loans \| Series B Onshore Investors
FINANCIAL LIABILITIES AT FVTPL
Preferred shares to be issued upon conversion of loan		6,600,000
Number of preferred shares issued upon conversion of loans	6,600,000

OTHER PAYABLES AND ACCRUALS

12 Months Ended

Dec. 31, 2023

OTHER PAYABLES AND ACCRUALS

OTHER PAYABLES AND ACCRUALS

14.	OTHER PAYABLES AND ACCRUALS


	As of December 31,
	2022	2023
	$’000	$’000
Other payables and accruals (Note i)	255	303
Tax payable		773
Payroll and bonus payables	3,622	3,814
Total	3,877	4,890

Note i:

Other payables and accruals are unsecured, non-interest-bearing and repayable on demand. The fair values of other payables and accruals at the end of each of the Relevant Periods approximated to their corresponding carrying amounts.

SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

12 Months Ended

Dec. 31, 2023

SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

3.	SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

Use of Estimates

The preparation of the Group’s Consolidated Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.

Estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below.

Fair value of financial liabilities measured at FVTPL

The fair value of the financial liabilities, including convertible redeemable preferred shares, convertible loans, forwards and warrants, are measured at FVTPL and determined using the valuation techniques, including the discounted cash flow method and the back-solve method. Such valuation requires the Group to make estimates of the key assumptions including the risk-free interest rate, discount for lack of marketability (“DLOM”) and volatility, which are subject to uncertainty and might materially differ from the actual results. Further details are included in note 16 to the Consolidated Financial Statements.

Fair value of share-based payment

The fair value of the awarded shares is determined at the grant dates by the binomial option-pricing model. Significant estimates on assumptions, including the underlying equity value, discount rate, expected volatility, and dividend yield, are made by management. Further details are included in note 19 to the Consolidated Financial Statements.

3.	SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (continued)

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reporting amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for financial liabilities at FVTPL and equity awards.

Impairment of non-financial assets (other than goodwill)

The Group assesses whether there are any indicators of impairment for all non-financial assets (including the right-of-use assets) at the end of each of the Relevant Periods. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. When value-in-use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.

Deferred tax assets

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies. Further details are contained in note 6 to the Consolidated Financial Statements.

Uncertain tax positions

In assessing any uncertainty over income tax treatments, the Group considers whether it is probable that the relevant tax authority will accept the uncertain tax treatment used, or proposed to be used, by individual group entities in their income tax filings. If it is probable, the current and deferred taxes are determined consistently with the tax treatment in the income tax filings. If it is not probable that the relevant taxation authority will accept an uncertain tax treatment, the effect of each uncertainty is reflected by using either the most likely amount or the expected value.

The Group has evaluated the uncertain tax position of each of the companies within the Group as of December 31, 2022 and 2023, the Group did not have any significant unrecognized uncertain tax positions.

Leases — Estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group “would have to pay”, which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when it needs to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY - PARENT COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
PARENT COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
REVENUE	$ 5,000
Other operating income, net	890	$ 259
Administrative expenses	(15,289)	(13,039)
Research and development expenses	58,152	54,490
Total operating loss	(67,551)	(67,270)
Other income and gains	3,303	2,079
Other expenses	(80)	(1,395)
Investment income	62	550
Fair value (loss)/gain on financial liabilities at FVTPL	(39,171)	7,195
Finance costs	791	433
LOSS BEFORE TAX	(104,228)	(58,790)
Income tax expense	(643)
LOSS FOR THE YEAR	(104,871)	(58,790)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR	(104,953)	(61,947)
Separate
PARENT COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Other operating income, net	242	156
Administrative expenses	(6,196)	(1,390)
Total operating loss	(5,954)	(1,234)
Fair value (loss)/gain on financial liabilities at FVTPL	(39,171)	7,194
Finance costs	249
LOSS BEFORE TAX	(45,374)	5,960
LOSS FOR THE YEAR	(45,374)	5,960
TOTAL COMPREHENSIVE LOSS FOR THE YEAR	$ (45,374)	$ 5,960

FINANCIAL LIABILITIES AT FVTPL - Conversion Rights (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) product Vote
FINANCIAL LIABILITIES AT FVTPL
Minimum period for qualified IPO	2 years
If group fails to meet any committed business objectives
FINANCIAL LIABILITIES AT FVTPL
Pre money valuation before preferred holders investment, percentage	70.00%
Minimum number of products to be promoted \| product	3
Threshold period to promote the products to next clinical stage from closing date	18 months
Minimum period for qualified IPO	2 years
Minimum pre-public offering market capitalization for qualified IPO \| $	$ 650,000
Number of votes for each ordinary shares held \| Vote	1

FINANCIAL LIABILITIES AT FVTPL - Movements of financial liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
FINANCIAL LIABILITIES AT FVTPL
Beginning balance	$ 290,368	$ 297,563
Change in fair value	39,171	(7,195)
Conversion into ordinary shares upon IPO	(329,539)
Ending balance		290,368
Series B Preferred Shares
FINANCIAL LIABILITIES AT FVTPL
Beginning balance	90,384	92,187
Change in fair value	13,943	(1,803)
Conversion into ordinary shares upon IPO	(104,327)
Ending balance		90,384
Series C Preferred Shares
FINANCIAL LIABILITIES AT FVTPL
Beginning balance	97,132	97,726
Change in fair value	15,207	(594)
Conversion into ordinary shares upon IPO	(112,339)
Ending balance		97,132
Series D Preferred Shares
FINANCIAL LIABILITIES AT FVTPL
Beginning balance	102,852	107,650
Change in fair value	10,021	(4,798)
Conversion into ordinary shares upon IPO	$ (112,873)
Ending balance		$ 102,852

SHARE INCENTIVE PLAN - Adlai Share Incentive Plan - Additional information (Details) - Adlai Share Incentive Plan	12 Months Ended
	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 shares	May 28, 2021 shares	May 27, 2021 shares
SHARE INCENTIVE PLAN
Maximum aggregate number of shares reserved for issuance	15,000,000	15,000,000		15,000,000	11,000,000
Number of shares available for issuance	5,040,900	5,489,898
Fair value of awards granted \| $	$ 2,231,000	$ 6,913,000
Share-based payment expenses \| $	$ 4,330,000	$ 6,082,000
Number of options outstanding under the plan	9,959,100	9,510,102	7,635,444
Number of shares issued during period	9,959,100	9,510,102
Value of shares issued before issue expenses \| $	$ 1,000.0	$ 1,000.0

LEASES

12 Months Ended

Dec. 31, 2023

LEASES

LEASES

10.

LEASES

The Group has lease contracts of properties and used in its operation with lease terms between 2 and 5 years.

(a)	Right-of-use assets

The carrying amounts of the Group’s right-of-use assets and the movements during the Relevant Periods are as follows:


	Offices	Office equipment	Total
	$’000	$’000	$’000
As of January 1, 2022	2,725	209	2,934
Additions	463	—	463
Depreciation provided during the year	(961)	(129)	(1,090)
Exchange realignment	(141)	(4)	(145)
As of December 31, 2022	2,086	76	2,162


	Offices	Office equipment	Total
	$’000	$’000	$’000
As of January 1, 2023	2,086	76	2,162
Additions	—	—	—
Depreciation provided during the year	(931)	(53)	(984)
Exchange realignment	(23)	(1)	(24)
As of December 31, 2023	1,132	22	1,154

10.LEASES (continued)

(b)	Lease liabilities

The carrying amount of lease liabilities and the movements during the Relevant Periods are as follows:


		Lease liabilities
		$’000
As of January 1, 2022		(2,888)
Additions		(463)
Accretion of interest recognized during the year		(133)
Payments		1,070
Exchange realignment		177
As of December 31, 2022		(2,237)
As of January 1, 2023		(2,237)
Additions		—
Accretion of interest recognized during the year		(83)
Payments		1,103
Exchange realignment		26
As of December 31, 2023		(1,191)


	2022	2023
	$’000	$’000
Analyzed into:
Current portion	1,001	722
Non-current portion	1,236	469
Total	2,237	1,191

(c)	The amounts recognized in profit or loss in relation to leases are as follows:


	Year ended December 31,
	2022	2023
	$’000	$’000
Interest on lease liabilities	133	83
Depreciation charge of right-of-use assets	1,090	984
Total amount recognized in profit or loss	1,223	1,067

NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS - Investment activities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Purchase	$ (31,856)	$ (58,980)
Disposal	21,039	88,057
Interest received	62	550
Dual currency structured deposit
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Purchase		(14,900)
Disposal		22,439
Interest received		19
Investments at amortized cost
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Purchase	(31,849)
Wealth management product
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Purchase	(7)	(44,080)
Disposal	21,039	65,618
Interest received	$ 62	$ 531

ORDINARY SHARES

12 Months Ended

Dec. 31, 2023

ORDINARY SHARES

ORDINARY SHARES

17.	ORDINARY SHARES

Issued and fully paid:


	Number of	Ordinary
	shares	Shares
		$’000
As of 1 January 2023	25,440,000	3
Issuance of ordinary shares	12,717,391	1
Conversion of Series A convertible preferred shares	14,560,000	1
Conversion of Financial liabilities at FVTPL	42,983,414	5
As at 31 December 2023	95,700,805	10

The authorized share capital of the Company as of December 31, 2023 is $50 divided into 500,000,000 Shares of par value of $0.0001 each, including 442,456,586 ordinary shares.

In 2021, the Company issued 9,000,000 ordinary shares to Nortye Talent Limited and 6,000,000 ordinary shares to Nortye International Limited respectively to manage the Share Incentive Plan. All these ordinary shares in 2021 were unpaid shares as of December 31, 2022 and 2023. There was no movement in the Company’s ordinary shares in 2022.

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Tables)

12 Months Ended

Dec. 31, 2023

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

Summary of parent company balance sheets


	December 31,
	2022	2023
	$’000	$’000
ASSETS
Current assets
Cash and cash equivalents	12,194	63,150
Prepayments, other receivables and other assets	36	44
short-term investments at amortized cost	—	7,000
Total current assets	12,230	70,194
Non-current assets
Due from related parties	115,743	123,102
Investment in subsidiaries	94,300	129,711
Total non-current assets	210,043	252,813
Total assets	222,273	323,007
LIABILITIES
Current liabilities
Accounts payable	888	976
Other payables and accruals.	—	53
Due to related parties	—	40
Interest payables	—	10,650
Non-current liabilities due within one year		—
Financial liabilities at FVTPL	290,368	—
Total current liabilities	291,260	11,719
Non-current liabilities
Long-term loans	—	—
Financial liabilities at FVTPL	—	—
Total non-current liabilities	—	—
Total liabilities	291,260	11,719
Ordinary shares (par value of $0.0001 per share; 442,456,586 shares authorized; 40,440,000 shares issued and outstanding as of December 31, 2022; and nil outstanding as of December 31, 2023)	4	—
Class A Ordinary shares (par value of $0.0001 per share; nil outstanding as of December 31,2022; and 93,710,805 shares outstanding as of December 31, 2023)	—	9
Class B Ordinary shares (par value of $0.0001 per share; nil outstanding as of December 31,2022; and 16,990,000 shares outstanding as of December 31, 2023)	—	2
Series A convertible preferred shares (par value of US$0.0001 per share; 14,560,000 and nil shares authorized, issued and outstanding as of	10,980	—
Additional paid-in capital	6,415	438,707
Share option reserve	11,730	16,059
Accumulated deficit	(98,116)	(143,489)
Total shareholders’ deficit	(68,987)	311,288
Total liabilities and shareholders’ equity	222,273	323,007

Summary of parent company statements of income and comprehensive income


	For the Years Ended December 31,
	2022	2023
	$’000	$’000
REVENUE	—	—
Other operating income, net	156	242
Administrative expenses	(1,390)	(6,196)
Research and development expenses	—	—
Total operating loss	(1,234)	(5,954)
Other income and gains	—	—
Other expenses	—	—
Investment income	—	—
Fair value loss on financial liabilities at FVTPL	7,194	(39,171)
Finance costs	—	(249)
LOSS BEFORE TAX	5,960	(45,374)
Income tax expense	—	—
LOSS FOR THE YEAR	5,960	(45,374)
TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR	5,960	(45,374)

Summary of parent company statements of cash flows


	Year ended December 31,
	2022	2023
	$’000	$’000
Net cash flows used in operating activities	(1,134)	(13,143)
Net cash flows used in investing activities	(35,035)	(38,082)
Net cash flows from financing activities	—	102,181
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	(36,169)	50,956
Cash and cash equivalents at beginning of year	48,363	12,194
CASH AND CASH EQUIVALENTS AT END OF YEAR	12,194	63,150

INCOME TAX - Reconciliation of the tax expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
INCOME TAX
Loss before tax	$ (104,228)	$ (58,790)
Tax at the statutory tax rate	(26,057)	(14,698)
Foreign rate differential	14,711	2,933
Expenses not deductible for tax	126	2,171
Income not subject to tax		(4)
Additional deductible allowance for qualified research and development costs	(2,338)	(1,681)
Unrecognized deferred tax assets	14,201	$ 11,279
Total	$ 643
Tax charge at the Group's effective rate	0.62%
Statutory tax rate	25.00%	25.00%

Investment at amortized cost (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Investment at amortized cost
Short-term investments at amortized cost	$ 7,000
Long-term investments at amortized cost	24,849
Total	$ 31,849

INCOME TAX

12 Months Ended

Dec. 31, 2023

INCOME TAX

INCOME TAX

6.	INCOME TAX

The company is subject to income tax on an entity basis on profit arising in or derived from the jurisdictions in which members of the Group are domiciled and operate.

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gains.

The United States

The subsidiary incorporated in the United States (“U.S.”) is subject to U.S. federal income tax and New Jersey state income tax at the rates of 21% and 9%, respectively, during the Relevant Periods on the estimated assessable profits arising in the United States.

Mainland China

The provision for corporate income tax in Mainland China is based on the statutory rate of 25% of the assessable profits as determined in accordance with the PRC Corporate Income Tax Law, which was approved and became effective on January 1, 2008.

Pursuant to the relevant regulations on extension for expiries of unused tax losses of High and New Technology Enterprises and Small and Medium-sized Technological Enterprises issued in August 2018, the accumulated tax losses that did not expire from 2018 will have expiries extending from 5 years to 10 years from then on. Adlai Hangzhou qualified as a High and New Technology Enterprise during the years 2022-2024.

6.	INCOME TAX (continued)

The income tax expense of the company for the Relevant Periods is analyzed as follows:


	Year ended December 31,
	2022	2023
	$’000	$’000
Current	—	643
Deferred	—	—
Total	—	643

A reconciliation of the tax expense applicable to loss before tax at the statutory rate to the tax expense at the effective tax rate is as follows:


	Year ended December 31,
	2022	2023
	$’000	$’000
Loss before tax	(58,790)	(104,228)
Tax at the statutory tax rate (25%)	(14,698)	(26,057)
Foreign rate differential	2,933	14,711
Expenses not deductible for tax	2,171	126
Income not subject to tax	(4)	—
Additional deductible allowance for qualified research and development costs	(1,681)	(2,338)
Unrecognized deferred tax assets	11,279	14,201
Current income tax expense	—	643
Tax charge at the Group’s effective rate	—	0.62	%

6.INCOME TAX (continued)

Deferred tax

The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will be probable realized. Deferred tax assets have not been recognized in respect of these tax losses as they have been incurred in subsidiaries that were loss-making in the past and it is not probable that they will generate sufficient taxable income in the foreseeable future to utilize such tax losses.


	Year ended December 31
	2022	2023
	$’000	$’000
Fixed assets	(13)	2
Capitalized R&D	5,494	11,050
Accrued and prepaid expenses	669	(101)
ROU Assets	(73)	5
Advertising expenses in excess of deduction limit	14	11
Allowance against receivables	—	3
State tax	(1)	(1)
Stock options	1,075	883
NOL	21,758	31,408
Subtotal	28,923	43,260
Unrecognized deferred tax assets	(28,923)	(43,260)
Total Deferred tax	—	—

The Group has accumulated tax losses arising in Adlai Hangzhou in Mainland China of $83,103 and $102,647 as of December 31, 2022 and 2023, respectively, that will expire in five to ten years after the loss incurring year for offsetting against future taxable profits.

The Group also has accumulated tax losses in the U.S. of $46,201 and $54,168 as of December 31, 2022 and 2023, respectively, that can be carried forward indefinitely to offset against future taxable profits of the companies in which losses were incurred, subject to 80% taxable income limitation annually.

Uncertain Tax Position

The Company did not identify any significant unrecognized tax benefits for each of the periods presented. The Group did not incur any interest related to unrecognized tax benefits, did not recognize any penalties as income tax expense and also does not anticipate any significant change in unrecognized tax benefits within 12 months from December 31, 2023.

Investment at amortized cost (Tables)

12 Months Ended

Dec. 31, 2023

Investment at amortized cost

Schedule of investment at amortized cost

	As of December 31,
	2022	2023
	$’000	$’000
Short-term investments at amortized cost	—	7,000
Long-term investments at amortized cost	—	24,849
Total	—	31,849

CORPORATE AND GROUP INFORMATION (Details) - 12 months ended Dec. 31, 2023	$ / shares	CNY (¥) shares	$ / shares
CORPORATE AND GROUP INFORMATION
Par value per share			$ 0.0001
Alpine Bioscience Ltd. ("Alpine BVI")
CORPORATE AND GROUP INFORMATION
Shares issued \| shares		1
Par value per share			1
Percentage of equity attributable to the Company	100.00%
Adlai Nortye USA Inc. ("Adlai US")
CORPORATE AND GROUP INFORMATION
Shares issued \| shares		10,000
Par value per share			0.0001
Percentage of equity attributable to the Company	100.00%
Adlai Nortye (Switzerland) AG ("Adlai Swiss")
CORPORATE AND GROUP INFORMATION
Shares issued \| shares		100
Percentage of equity attributable to the Company	100.00%
Adlai Nortye PTE.LTD ("Adlai SGP")
CORPORATE AND GROUP INFORMATION
Shares issued \| shares		2
Par value per share			$ 1
Percentage of equity attributable to the Company	100.00%
Adlai Nortye (HK) Limited ("Adlai HK")
CORPORATE AND GROUP INFORMATION
Par value per share	$ 0.001
Percentage of equity attributable to the Company	100.00%
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou")
CORPORATE AND GROUP INFORMATION
Registered capital \| ¥		¥ 200,000
Percentage of equity attributable to the Company	100.00%
Shanghai Adlai Nortye Biopharma Co., Ltd ("Adlai Shanghai")
CORPORATE AND GROUP INFORMATION
Registered capital \| ¥		10,000
Percentage of equity attributable to the Company	100.00%
Hangzhou Tangchuang Weilai Technolegy Co., Ltd ("Hangzhou Tangchuang")
CORPORATE AND GROUP INFORMATION
Registered capital \| ¥		¥ 10,000
Percentage of equity attributable to the Company	100.00%

INCOME TAX - Deferred tax (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
INCOME TAX
Subtotal	$ 43,260	$ 28,923
Unrecognized deferred tax assets	(43,260)	(28,923)
Fixed assets
INCOME TAX
Subtotal	2
Subtotal		(13)
Capitalized R&D
INCOME TAX
Subtotal	11,050	5,494
Accrued and prepaid expenses
INCOME TAX
Subtotal		669
Subtotal	(101)
ROU Assets
INCOME TAX
Subtotal	5
Subtotal		(73)
Advertising expenses in excess of deduction limit
INCOME TAX
Subtotal	11	14
Allowance against receivables
INCOME TAX
Subtotal	3
State tax
INCOME TAX
Subtotal	(1)	(1)
Stock options
INCOME TAX
Subtotal	883	1,075
NOL
INCOME TAX
Subtotal	$ 31,408	$ 21,758

INTEREST-BEARING BANK BORROWINGS - Additional Information (Details) ¥ in Thousands, $ in Thousands	Dec. 31, 2023 USD ($)	Dec. 31, 2023 CNY (¥)	Nov. 30, 2023 USD ($)	Oct. 31, 2023 CNY (¥)	Sep. 30, 2023 CNY (¥)	Mar. 31, 2023 CNY (¥)	Dec. 31, 2022 USD ($)	Oct. 31, 2022 CNY (¥)	Mar. 31, 2022 CNY (¥)
INTEREST-BEARING BANK BORROWINGS
Facility amount \| $	$ 30,357						$ 4,307
Undrawn borrowing facilities \| $	$ 0						$ 0
Non-Revolving Facility, 5.22% interest, due March 22,2023, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest rate (as a percent)	5.22%	5.22%					5.22%
Non-Revolving Facility, 4.8% interest, due April 24,2023, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest rate (as a percent)	4.80%	4.80%					4.80%
Non Revolving Facility, 4.2% interest, due March 26, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest rate (as a percent)	4.20%	4.20%					4.20%
Non Revolving Facility, 4.0% interest, due September 17, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest rate (as a percent)	4.00%	4.00%					4.00%
Non Revolving Facility, 4.0% interest, due September 18, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest rate (as a percent)	4.00%	4.00%					4.00%
Non Revolving Facility, 4.0% interest, due April 15, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest rate (as a percent)	4.00%	4.00%					4.00%
Non Revolving Facility, 6.78% interest, due November 27, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest rate (as a percent)	6.78%	6.78%					6.78%
Non Revolving Facility, 6.0% interest, due November 14, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest rate (as a percent)	6.00%	6.00%					6.00%
Non Revolving Facility, 6.3% interest, due December 26, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest rate (as a percent)	6.30%	6.30%					6.30%
Non Revolving Facility, 4.0% interest, due December 25, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest rate (as a percent)	4.00%	4.00%					4.00%
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Non-Revolving Facility, 5.22% interest, due March 22,2023, guaranteed
INTEREST-BEARING BANK BORROWINGS
Facility amount \| ¥									¥ 10,000
Interest rate (as a percent)									5.22%
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Non-Revolving Facility, 4.8% interest, due April 24,2023, guaranteed
INTEREST-BEARING BANK BORROWINGS
Facility amount \| ¥				¥ 30,000				¥ 20,000
Interest rate (as a percent)				4.00%				4.80%
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Non Revolving Facility, 4.2% interest, due March 26, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Facility amount \| ¥		¥ 20,000				¥ 20,000
Interest rate (as a percent)	4.00%	4.00%				4.20%
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Non Revolving Facility, 4.0% interest, due September 17, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Facility amount \| ¥					¥ 10,000
Interest rate (as a percent)					4.00%
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Non Revolving Facility, 4.0% interest, due September 18, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Facility amount \| ¥					¥ 10,000
Interest rate (as a percent)					4.00%
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Non Revolving Facility, 6.78% interest, due November 27, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Facility amount \| $			$ 3,000
Interest rate (as a percent)			6.78%
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Non Revolving Facility, 6.0% interest, due November 14, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Facility amount \| $	$ 10,650
Interest rate (as a percent)	6.00%	6.00%
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou") \| Non Revolving Facility, 6.3% interest, due December 26, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Facility amount \| $	$ 4,000
Interest rate (as a percent)	6.30%	6.30%

SUBSEQUENT EVENTS (Details) $ in Thousands	1 Months Ended		12 Months Ended
SUBSEQUENT EVENTS (Details) $ in Thousands	Apr. 30, 2024 CNY (¥)	Mar. 31, 2024 CNY (¥)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Feb. 29, 2024 USD ($)	Feb. 29, 2024 CNY (¥)	Dec. 31, 2023 CNY (¥)
SUBSEQUENT EVENTS
Repayment of debt \| $			$ 24,069	$ 13,315
Facility amount \| $			$ 30,357	$ 4,307
Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou")
SUBSEQUENT EVENTS
Registered Capital							¥ 200,000
Hangzhou Tangchuang Weilai Technolegy Co., Ltd ("Hangzhou Tangchuang")
SUBSEQUENT EVENTS
Registered Capital							¥ 10,000
Bank loan \| Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou")
SUBSEQUENT EVENTS
Repayment of debt	¥ 30,000,000	¥ 40,000,000
Bank loan \| Non-Revolving Facility, 4.0% interest, due August 2, 2024, guaranteed \| Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou")
SUBSEQUENT EVENTS
Facility amount						¥ 20,000,000
Interest rate (as a percent)					4.00%	4.00%
Bank loan \| Non-Revolving Facility, 6.57% interest, due February 26, 2025, guaranteed \| Adlai Nortye USA Inc. ("Adlai US")
SUBSEQUENT EVENTS
Facility amount \| $					$ 3,000
Interest rate (as a percent)					6.57%	6.57%
Bank loan \| Non-Revolving Facility, 4.0% interest, due March 4, 2024, guaranteed \| Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou")
SUBSEQUENT EVENTS
Repayment of debt		30,000,000
Facility amount						¥ 30,000,000
Interest rate (as a percent)					4.00%	4.00%
Bank loan \| Non-Revolving Facility, 3.5% interest, due November 28, 2024, guaranteed \| Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou")
SUBSEQUENT EVENTS
Facility amount		¥ 60,000,000
Interest rate (as a percent)		3.50%
Subsidiaries
SUBSEQUENT EVENTS
Registered Capital		¥ 100,000,000
Subsidiaries \| Hangzhou Hongxi Business Management Co.,
SUBSEQUENT EVENTS
Proceeds from contributed capital		70,000,000
Subsidiaries \| Hangzhou Adlai Nortye Biopharma Co., Ltd ("Adlai Hangzhou")
SUBSEQUENT EVENTS
Proceeds from contributed capital		¥ 20,000,000
Subsidiaries \| Hangzhou Tangchuang Weilai Technolegy Co., Ltd ("Hangzhou Tangchuang")
SUBSEQUENT EVENTS
Registered capital (as a percentage)		30.00%

FINANCE COSTS (Tables)

12 Months Ended

Dec. 31, 2023

FINANCE COSTS

Summary of analysis of finance costs


	Year ended December 31,
	2022	2023
	$’000	$’000
Interest expenses on bank and other borrowings	295	708
Interest expenses on lease liabilities	138	83
Total	433	791

INTEREST-BEARING BANK BORROWINGS (Tables)

12 Months Ended

Dec. 31, 2023

INTEREST-BEARING BANK BORROWINGS

Schedule of interest-bearing bank borrowings


	As of December 31,
	2022	2023
	$’000	$’000
Non-Revolving Facility, 5.22% interest, due March 22,2023, guaranteed (Note i)	1,436	—
Non-Revolving Facility, 4.8% interest, due April 24,2023, guaranteed (Note ii)	2,871	—
Non Revolving Facility, 4.2% interest, due March 26, 2024, guaranteed (Note iii)	—	2,824
Non Revolving Facility, 4.0% interest, due September 17, 2024, guaranteed (Note v)	—	1,412
Non Revolving Facility, 4.0% interest, due September 18, 2024, guaranteed (Note v).	—	1,412
Non Revolving Facility, 4.0% interest, due April 15, 2024, guaranteed (Note ii)	—	4,235
Non Revolving Facility, 6.78% interest, due November 27, 2024, guaranteed (Note vi)	—	3,000
Non Revolving Facility, 6.0% interest, due November 14, 2024, guaranteed (Note vii).	—	10,650
Non Revolving Facility, 6.3% interest, due December 26, 2024, guaranteed (Note vi).	—	4,000
Non Revolving Facility, 4.0% interest, due December 25, 2024, guaranteed (Note iv)	—	2,824
Total	4,307	30,357


	Bank borrowings	Total
	$’000	$’000
As of January 1, 2022	10,457	10,457
Additions	7,897	7,897
Repayments	(13,316)	(13,316)
Effect of foreign exchange rate changes	(731)	(731)
As of December 31, 2022	4,307	4,307
Additions	50,234	50,234
Repayments	(24,069)	(24,069)
Effect of foreign exchange rate changes	(115)	(115)
As of December 31, 2023	30,357	30,357

In March 2022, Adlai Hangzhou entered into a non-revolving facility agreement for a facility amount of RMB 10,000 and at an interest rate of 5.22% per annum, guaranteed by Mr. Yang Lu, the chief executive officer and chairman of our board of directors. The non-revolving facility agreement was repaid at the maturity date of March 22, 2023.

FINANCIAL INSTRUMENTS BY CATEGORY

12 Months Ended

Dec. 31, 2023

FINANCIAL INSTRUMENTS BY CATEGORY

FINANCIAL INSTRUMENTS BY CATEGORY

23.	FINANCIAL INSTRUMENTS BY CATEGORY

The carrying amounts of each of the categories of financial instruments of the Group as of the end of each of the Relevant Periods are as follows:


	As of December 31,
	2022	2023
	$’000	$’000
Financial assets:
Financial assets at FVTPL:
Dual currency structured deposit	—	—
Wealth management product	21,287	7
Total	21,287	7
Other financial assets:
Financial assets included in prepayments, other receivables and other assets	2,585	2,978
Cash and cash equivalents	42,758	91,492
Short-term investments at amortized cost.	—	7,000
Long-term investments at amortized cost	—	24,849
Total	45,343	126,319
Financial liabilities:
Trade payables	13,098	14,348
Financial liabilities included in other payables and accruals	3,877	4,890
Interest-bearing bank and other borrowings	4,307	30,357
Total	21,282	49,595
Financial liabilities at FVTPL:
Financial instruments measured at FVTPL	290,368	—
Total	290,368	—

SHARE INCENTIVE PLAN (Details) $ / shares in Units, $ in Thousands															1 Months Ended	12 Months Ended
	Dec. 06, 2023 shares	Apr. 21, 2023	Oct. 01, 2022 shares	Jul. 01, 2022 shares	Apr. 01, 2022 shares	Jan. 01, 2022 shares	Oct. 01, 2021 shares	Jul. 05, 2021 trust shares	May 31, 2021 shares	May 28, 2021 shares	Nov. 01, 2020 shares	Sep. 08, 2020 shares	Jun. 08, 2020 shares	Jun. 15, 2017 Y shares installment $ / shares	Apr. 30, 2023 shares $ / shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	May 27, 2021 shares
Nortye Talent Limited
SHARE INCENTIVE PLAN
Number of shares issued																		9,000,000
Nortye International Limited
SHARE INCENTIVE PLAN
Number of shares issued																		6,000,000
Adlai Hangzhou Scheme
SHARE INCENTIVE PLAN
Expected life of options (year) \| Y														5
Share-based payment expenses \| $																$ 0	$ 0	$ 81
Adlai Hangzhou Scheme \| Awards vesting on the anniversary date one year after the vesting commencement date
SHARE INCENTIVE PLAN
Vesting percentage														25.00%
Adlai Hangzhou Scheme \| Vesting subsequently in three equal annual instalments
SHARE INCENTIVE PLAN
Vesting percentage														75.00%
Number of equal annual instalments \| installment														3
Adlai Hangzhou Scheme \| Management and employees
SHARE INCENTIVE PLAN
Exercise price per share \| $ / shares														$ 7
Vesting period														4 years
Adlai Hangzhou Scheme \| Management and employees \| Maximum
SHARE INCENTIVE PLAN
Number of awards granted														1,220,000
Adlai Hangzhou Scheme \| Management
SHARE INCENTIVE PLAN
Fair value of awards granted \| $ / shares														$ 0.083
Adlai Hangzhou Scheme \| Employees
SHARE INCENTIVE PLAN
Fair value of awards granted \| $ / shares														$ 0.0765
Adlai Share Incentive Plan
SHARE INCENTIVE PLAN
Expected life of options (year)	10.00	10.00	10.00	10.00	10.00	10.00
Fair value of awards granted \| $																2,231	6,913
Share-based payment expenses \| $																$ 4,330	$ 6,082
Period of plan													10 years
Maximum aggregate number of shares reserved for issuance										15,000,000						15,000,000	15,000,000		11,000,000
Minimum percentage of fair market value on the grant date for exercise price of share options										100.00%
Minimum period for not exercise of stock options from the listing date										6 months
Number of trusts established to facilitate the administration of the plan \| trust								2
Options forfeited/cancelled																(50,116)	(82,550)
Antidilutive securities								15,000,000
Number of options granted																499,114	1,957,208
Adlai Share Incentive Plan \| Nortye Talent Limited
SHARE INCENTIVE PLAN
Number of shares issued								9,000,000
Adlai Share Incentive Plan \| Nortye International Limited
SHARE INCENTIVE PLAN
Number of shares issued								6,000,000
Adlai Share Incentive Plan \| Maximum
SHARE INCENTIVE PLAN
Maximum aggregate number of shares reserved for issuance													4,000,000
Adlai Share Incentive Plan \| Management and employees
SHARE INCENTIVE PLAN
Vesting commencement date														1 year
Adlai Share Incentive Plan \| Executives, employees and consultants
SHARE INCENTIVE PLAN
Number of awards granted							412,000		3,348,483		2,560,730	1,435,000
Adlai Share Incentive Plan \| Certain new employees
SHARE INCENTIVE PLAN
Number of options granted	121,200					83,500
Adlai Share Incentive Plan \| Certain employees and managers
SHARE INCENTIVE PLAN
Number of options granted	25,414					376,172
Adlai Share Incentive Plan \| Certain new employees, promoted employees and senior managers
SHARE INCENTIVE PLAN
Number of options granted					1,077,800
Adlai Share Incentive Plan \| Three consultants
SHARE INCENTIVE PLAN
Number of options granted					33,336
Adlai Share Incentive Plan \| Five new employees
SHARE INCENTIVE PLAN
Number of options granted			179,200	207,200
Share Incentive Plan 2020 \| Employees
SHARE INCENTIVE PLAN
Exercise price per share \| $ / shares															$ 2.20
Number of options granted															352,500
Share Incentive Plan 2023
SHARE INCENTIVE PLAN
Maximum aggregate number of shares reserved for issuance															15,000,000

DEFICITS

12 Months Ended

Dec. 31, 2023

DEFICITS

DEFICITS

18.

DEFICITS

The amounts of the Group’s deficits and the movement therein for the Relevant Periods are presented in the consolidated statements of changes in equity.

(i)	Additional paid-in capital

The additional paid-in capital represents the difference between the par value of the shares issued and the consideration received.

(ii)	Share option reserve

The share option reverse of the Group represents the equity-settled share-based payments granted by the Group. Please refer to note 19 for details.

(iii)

Exchange fluctuation reserve

The exchange fluctuation reserve represents exchange differences arising from the translation of the financial statements of Group companies whose functional currencies are different from the Group’s presentation currency.

INTEREST-BEARING BANK BORROWINGS

12 Months Ended

Dec. 31, 2023

INTEREST-BEARING BANK BORROWINGS

INTEREST-BEARING BANK BORROWINGS

15.	INTEREST-BEARING BANK BORROWINGS


	As of December 31,
	2022	2023
	$’000	$’000
Non-Revolving Facility, 5.22% interest, due March 22,2023, guaranteed (Note i)	1,436	—
Non-Revolving Facility, 4.8% interest, due April 24,2023, guaranteed (Note ii)	2,871	—
Non Revolving Facility, 4.2% interest, due March 26, 2024, guaranteed (Note iii)	—	2,824
Non Revolving Facility, 4.0% interest, due September 17, 2024, guaranteed (Note v)	—	1,412
Non Revolving Facility, 4.0% interest, due September 18, 2024, guaranteed (Note v).	—	1,412
Non Revolving Facility, 4.0% interest, due April 15, 2024, guaranteed (Note ii)	—	4,235
Non Revolving Facility, 6.78% interest, due November 27, 2024, guaranteed (Note vi)	—	3,000
Non Revolving Facility, 6.0% interest, due November 14, 2024, guaranteed (Note vii).	—	10,650
Non Revolving Facility, 6.3% interest, due December 26, 2024, guaranteed (Note vi).	—	4,000
Non Revolving Facility, 4.0% interest, due December 25, 2024, guaranteed (Note iv)	—	2,824
Total	4,307	30,357


	Bank borrowings	Total
	$’000	$’000
As of January 1, 2022	10,457	10,457
Additions	7,897	7,897
Repayments	(13,316)	(13,316)
Effect of foreign exchange rate changes	(731)	(731)
As of December 31, 2022	4,307	4,307
Additions	50,234	50,234
Repayments	(24,069)	(24,069)
Effect of foreign exchange rate changes	(115)	(115)
As of December 31, 2023	30,357	30,357

All of the Group’s bank borrowings were obtained from third party financial institutions. As of December 31, 2022 and 2023, the Group’s credit facilities were $4,307 and $30,357, respectively, of which nil and nil was unused by the Group.

Notes:

(i)

(ii)

In October 2022, Adlai Hangzhou entered into a non-revolving facility agreement for a facility amount of RMB 20,000 and at an interest rate of 4.80% per annum, guaranteed by Mr. Yang Lu, the chief executive officer and chairman of our board of directors. The non-revolving facility agreement was repaid at the maturity date of April 24, 2023.

In October 2023, Adlai Hangzhou entered into a non-revolving facility agreement for a facility amount of RMB 30,000 and at an interest rate of 4.00% per annum, guaranteed by Mr. Yang Lu, the chief executive officer and chairman of our board of directors.

(iii)

In March 2023, Adlai Hangzhou entered into a non-revolving facility agreement for a facility amount of RMB 20,000 and at an interest rate of 4.20% per annum, guaranteed by Mr. Yang Lu, the chief executive officer and chairman of our board of directors. The non-revolving facility agreement was repaid at the maturity date of March 26, 2024. And in March 2024, Adlai Hangzhou repaid it at the maturity date.

(iv)	In December 2023, Adlai Hangzhou entered into a non-revolving facility agreement for a facility amount of RMB 20,000 and at an interest rate of 4.00% per annum, guaranteed by Mr. Yang Lu, the chief executive officer and chairman of our board of directors.

(v)

In September 2023, Adlai Hangzhou entered into a non-revolving facility agreement for a facility amount of RMB 10,000 and at an interest rate of 4.00% per annum, guaranteed by Mr. Yang Lu, the chief executive officer and chairman of our board of directors. And in March 2024, Adlai Hangzhou repaid it before the maturity date.

15.INTEREST-BEARING BANK BORROWINGS (continued)

(vi)	In November 2023, Adlai US entered into a non-revolving facility agreement for a facility amount of USD 3,000 and at an interest rate of 6.78% per annum, guaranteed by the company.

In December 2023, Adlai US entered into a non-revolving facility agreement for a facility amount of USD 4,000 and at an interest rate of 6.30% per annum, guaranteed by the company.

(vii)

In December 2023, the company entered into a non-revolving facility agreement for a facility amount of USD 10,650 and at an interest rate of 6.00% per annum, guaranteed by Adlai Hangzhou.

FINANCE COSTS (Details) - USD ($) $ in Thousands	12 Months Ended
FINANCE COSTS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
FINANCE COSTS
Interest expenses on bank and other borrowings	$ 708	$ 295
Interest expenses on lease liabilities	83	138
Total	$ 791	$ 433

DIVIDENDS

12 Months Ended

Dec. 31, 2023

DIVIDENDS

DIVIDENDS

No dividends have been declared and paid by the Company or the Group during the Relevant Periods.

LEASES - Lease liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
LEASES
As of beginning	$ (2,237)	$ (2,888)
Additions		(463)
Accretion of interest recognized during the year	(83)	(133)
Payments	1,103	1,070
Exchange realignment	26	177
As of ending	(1,191)	(2,237)
Analyzed into:
Current portion	722	1,001
Non-current portion	469	1,236
Total	$ 1,191	$ 2,237

INCOME TAX - Additional information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Mainland China
INCOME TAX
Accumulated tax losses	$ 102,647	$ 83,103
Mainland China \| Minimum
INCOME TAX
Unused tax losses expiry term	5 years
Mainland China \| Maximum
INCOME TAX
Unused tax losses expiry term	10 years
The United States
INCOME TAX
Accumulated tax losses	$ 54,168	$ 46,201
Percentage of taxable income annual limitation to offset against future taxable profits	80.00%

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	$ 3,713	$ 3,655
Additions	200	1,249
Depreciation provided during the year	(1,213)	(931)
Disposals	(1)	(10)
Exchange realignment	(53)	(250)
At ending, net of accumulated depreciation	2,646	3,713
Impairment for property, plant and equipment	0	0
Cost
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	6,543
At ending, net of accumulated depreciation	6,590	6,543
Accumulated depreciation
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	(2,830)
At ending, net of accumulated depreciation	(3,944)	(2,830)
Leasehold improvements
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	1,774	1,601
Additions	28	710
Depreciation provided during the year	(700)	(416)
Exchange realignment	(25)	(121)
At ending, net of accumulated depreciation	1,077	1,774
Leasehold improvements \| Cost
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	2,532
At ending, net of accumulated depreciation	2,519	2,532
Leasehold improvements \| Accumulated depreciation
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	(758)
At ending, net of accumulated depreciation	(1,442)	(758)
Plant and machinery
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	1,673	1,842
Additions	27	360
Depreciation provided during the year	(416)	(412)
Exchange realignment	(23)	(117)
At ending, net of accumulated depreciation	1,261	1,673
Plant and machinery \| Cost
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	3,386
At ending, net of accumulated depreciation	3,373	3,386
Plant and machinery \| Accumulated depreciation
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	(1,713)
At ending, net of accumulated depreciation	(2,112)	(1,713)
Office equipment
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	33	68
Depreciation provided during the year	(20)	(31)
Exchange realignment		(4)
At ending, net of accumulated depreciation	13	33
Office equipment \| Cost
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	150
At ending, net of accumulated depreciation	148	150
Office equipment \| Accumulated depreciation
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	(117)
At ending, net of accumulated depreciation	(135)	(117)
Motor vehicles
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	151	12
Additions	127	168
Depreciation provided during the year	(43)	(19)
Disposals		(10)
Exchange realignment	(3)
At ending, net of accumulated depreciation	232	151
Motor vehicles \| Cost
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	199
At ending, net of accumulated depreciation	322	199
Motor vehicles \| Accumulated depreciation
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	(48)
At ending, net of accumulated depreciation	(90)	(48)
Electronic equipment
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	82	132
Additions	18	11
Depreciation provided during the year	(34)	(53)
Disposals	(1)
Exchange realignment	(2)	(8)
At ending, net of accumulated depreciation	63	82
Electronic equipment \| Cost
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	276
At ending, net of accumulated depreciation	228	276
Electronic equipment \| Accumulated depreciation
PROPERTY, PLANT AND EQUIPMENT
At beginning, net of accumulated depreciation	(194)
At ending, net of accumulated depreciation	$ (165)	$ (194)

PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS

Schedule of prepayments, other receivables and other assets


	As of December 31,
	2022	2023
	$’000	$’000
Current:
Prepayments (Note i)	1,912	2,337
VAT deductible tax	100	135
Deposits and other receivables	246	224
	2,258	2,696
Non-current:
Deposits and other receivables	—	—
Prepaid expenses	327	282
	327	282
Total	2,585	2,978

Note i:

The amount represents prepayments for Contract Research Organizations (“CROs”) and deposit of property, plant and equipment not yet placed in use.

FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS - fair value measurement hierarchy of the Group's financial instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial liabilities		$ 290,368
Level 3
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial liabilities		290,368
Financial liabilities at FVTPL
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial liabilities		290,368
Financial liabilities at FVTPL \| Level 3
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial liabilities		290,368
Financial assets at FVTPL
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial assets	$ 7	21,287
Financial assets at FVTPL \| Level 1
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial assets	7	21,287
Financial assets at FVTPL \| Wealth management product
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial assets	7	21,287
Financial assets at FVTPL \| Wealth management product \| Level 1
FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial assets	$ 7	$ 21,287

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

12 Months Ended

Dec. 31, 2023

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

27.	CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

The business transactions and assets of Adlai Hangzhou and Shanghai Adlai Nortye Biopharma Co., Ltd (“PRC Subsidiaries”) are primarily denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. These currency exchange control measures imposed by the PRC government may restrict the ability of PRC Subsidiaries to transfer their net assets to the Company through loans, advances or cash dividends.

The net assets of PRC Subsidiaries in aggregate exceeded 25% of the Company’s consolidated net assets. Accordingly, condensed parent company financial statements have been prepared in accordance with Rule 5.04 and Rule 12-04 of SEC Regulation S-X.

The subsidiaries did not pay any dividends to the Company for the periods presented. For the purpose of presenting parent-only financial information, the Company records its investment in its subsidiaries under the cost method of accounting. Such investment is presented on the separate condensed balance sheets of the Company as “Investment in subsidiaries”. Certain information and footnote disclosures generally included in financial statements prepared in accordance with IFRSs are not required.

27.	CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (continued)

As of December 31, 2022 and 2023, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.

PARENT COMPANY BALANCE SHEETS


	December 31,
	2022	2023
	$’000	$’000
ASSETS
Current assets
Cash and cash equivalents	12,194	63,150
Prepayments, other receivables and other assets	36	44
short-term investments at amortized cost	—	7,000
Total current assets	12,230	70,194
Non-current assets
Due from related parties	115,743	123,102
Investment in subsidiaries	94,300	129,711
Total non-current assets	210,043	252,813
Total assets	222,273	323,007
LIABILITIES
Current liabilities
Accounts payable	888	976
Other payables and accruals.	—	53
Due to related parties	—	40
Interest payables	—	10,650
Non-current liabilities due within one year		—
Financial liabilities at FVTPL	290,368	—
Total current liabilities	291,260	11,719
Non-current liabilities
Long-term loans	—	—
Financial liabilities at FVTPL	—	—
Total non-current liabilities	—	—
Total liabilities	291,260	11,719
Ordinary shares (par value of $0.0001 per share; 442,456,586 shares authorized; 40,440,000 shares issued and outstanding as of December 31, 2022; and nil outstanding as of December 31, 2023)	4	—
Class A Ordinary shares (par value of $0.0001 per share; nil outstanding as of December 31,2022; and 93,710,805 shares outstanding as of December 31, 2023)	—	9
Class B Ordinary shares (par value of $0.0001 per share; nil outstanding as of December 31,2022; and 16,990,000 shares outstanding as of December 31, 2023)	—	2
Series A convertible preferred shares (par value of US$0.0001 per share; 14,560,000 and nil shares authorized, issued and outstanding as of	10,980	—
Additional paid-in capital	6,415	438,707
Share option reserve	11,730	16,059
Accumulated deficit	(98,116)	(143,489)
Total shareholders’ deficit	(68,987)	311,288
Total liabilities and shareholders’ equity	222,273	323,007

27.	CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (continued)

PARENT COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


	For the Years Ended December 31,
	2022	2023
	$’000	$’000
REVENUE	—	—
Other operating income, net	156	242
Administrative expenses	(1,390)	(6,196)
Research and development expenses	—	—
Total operating loss	(1,234)	(5,954)
Other income and gains	—	—
Other expenses	—	—
Investment income	—	—
Fair value loss on financial liabilities at FVTPL	7,194	(39,171)
Finance costs	—	(249)
LOSS BEFORE TAX	5,960	(45,374)
Income tax expense	—	—
LOSS FOR THE YEAR	5,960	(45,374)
TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR	5,960	(45,374)

PARENT COMPANY STATEMENTS OF CASH FLOWS


	Year ended December 31,
	2022	2023
	$’000	$’000
Net cash flows used in operating activities	(1,134)	(13,143)
Net cash flows used in investing activities	(35,035)	(38,082)
Net cash flows from financing activities	—	102,181
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	(36,169)	50,956
Cash and cash equivalents at beginning of year	48,363	12,194
CASH AND CASH EQUIVALENTS AT END OF YEAR	12,194	63,150

FINANCIAL ASSETS AT FVTPL (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Current:
Total	$ 21,287	$ 7
Wealth management product
Current:
Total	$ 21,287	$ 7
Redemption period (in months)	3 months

BASIS OF PRESENTATION

12 Months Ended

Dec. 31, 2023

BASIS OF PRESENTATION

BASIS OF PRESENTATION

2.1

BASIS OF PRESENTATION

The consolidated financial statements of the Group include the financial statements of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation.

2.2	BASIS OF PREPARATION

As of December 31, 2023, the Group’s balance of cash and cash equivalents was $91,492 and short-term investments of $7,000 and the Group had net current assets of $50,878. Management has evaluated the sufficiency of its working capital and concluded that the Group’s available cash and cash equivalents and short-term investments will be sufficient to support its continuous operations and to meet its payment obligations when liabilities fall due within the next twelve months from the date of issuance of these consolidated financial statements. Accordingly, management continues to prepare the Group’s consolidated financial statements on going concern basis.

The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”), which comprise all standards and interpretations approved by the International Accounting Standards Board (the “IASB”). All IFRSs effective for the accounting period commencing from January 1, 2020, together with the relevant transitional provisions, have been early adopted by the Group in the preparation of the Consolidated Financial Statements throughout the Relevant Periods and in the period covered by the Interim Comparative Financial Information.

Recently issued accounting pronouncements:

In 2016, the IASB issued IFRS 16, which increases lease transparency and comparability among organizations. Under the new standard, lessees will be required to recognize all assets and liabilities arising from leases on the balance sheet, with the exception of leases with a term of 12 months or less, which permits a lessee to make an accounting policy election by class of underlying asset not to recognize lease assets and liabilities. IFRS 16 is effective for fiscal years beginning after January 1, 2019. The Company adopted the new lease accounting standard as of January 1, 2019. Adoption of this update increased the amounts of total assets and total liabilities on the Company’s consolidated financial position, and did not have a material impact on the Company’s consolidated results of operations and cash flows.

The Consolidated Financial Statements have been prepared under the historical cost convention except for certain financial liabilities which have been measured at fair value at the end of each of the Relevant Periods.

2.3	ISSUED BUT NOT YET EFFECTIVE IFRSs

The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective in the Consolidated Financial Statements.

		Effective for accounting year beginning on or after
Amendments to IAS 1	Classification of Liabilities as current and non-current	January 1, 2024
Amendments to IFRS 16	Lease Liability in a Sale and Leaseback	January 1, 2024
Amendments to IAS 1	Non-current Liabilities with Covenants	January 1, 2024
Amendments to IAS 28 and IFRS 10	Sale or contribution of assets between an investor and its associate or joint venture	To be determined

The Group is in the process of making an assessment of the impact of these new and revised IFRSs upon initial application. So far, the Group expects that these standards will not have a significant effect on the Group’s financial performance and financial position.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Subsidiaries

(a)

contractual arrangements with other vote holders of the investee;

(b)

rights arising from other contractual arrangements; and

(c)

the Group’s voting rights and potential voting rights.

Fair value measurement

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Level 1 — based on quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 — based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly

Level 3 — based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

Impairment of non-financial assets

Related parties

A party is considered to be related to the Group if:

(a)

the party is a person or a close member of that person’s family and that person

(i)

has control or joint control over the Group;

(ii)

has significant influence over the Group; or

(iii)

is a member of the key management personnel of the Group or of a parent of the Group;

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(b)

the party is an entity where any of the following conditions applies:

(i)

the entity and the Group are members of the same group;

(ii)

one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity);

(iii)

the entity and the Group are joint ventures of the same third party;

(iv)

one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

(v)

the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group; and the sponsoring employers of the post-employment benefit plan;

(vi)

the entity is controlled or jointly controlled by a person identified in(a);

(vii)

a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and

(viii)

the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent of the Group.

Property, plant and equipment and depreciation

Plant and machinery		10% to 19%
Office equipment		19% to 20%
Motor vehicles		19%
Electronic equipment		19% to 20%
Leasehold improvements		The shorter of remaining lease terms or estimated useful lives

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Construction in progress is reclassified to the appropriate category of property, plant and equipment when completed and ready for use.

Other intangible assets (other than goodwill)

Computer software

Computer software is stated at cost less any impairment losses and amortized on a straight-line basis over its estimated useful life of 5 years.

The estimated useful life of software is determined by considering the period of the economic benefits to the Group, as well as by referring to industry practice.

Research and development costs

All research costs are charged to expense as incurred.

Leases

Group as a lessee

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(a)	Right-of-use assets

Offices		2 to 5 years
Office equipment		2 to 5 years

(b)	Lease liabilities

(c)	Short-term leases and leases of low-value assets

Lease payments on short-term leases and leases of low-value assets are recognized as an expense on a straight-line basis over the lease term.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income, and fair value through profit or loss.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at amortized cost (debt instruments)

Financial assets at fair value through profit or loss

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derecognition of financial assets

●

the rights to receive cash flows from the asset have expired; or

●

Impairment of financial assets

General approach

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stage 1 — Financial instruments for which credit risk has not increased significantly since initial recognition and for which the loss allowance is measured at an amount equal to 12-month ECLs

Simplified approach

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification as follows:

Financial liabilities at fair value through profit or loss

Financial liabilities at amortized cost (loans and borrowings)

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled, or expires.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derivative financial instruments

Initial recognition and subsequent measurement

Any gains or losses arising from changes in fair value of derivatives are taken directly to profit or loss.

Current versus non-current classification

●

Embedded derivatives that are not closely related to the host contract are classified consistently with the cash flows of the host contract.

●

Cash and cash equivalents

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Provisions

Income tax

Deferred tax liabilities are recognized for all taxable temporary differences, except:

●

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Government grants

Revenue recognition

Sales of intellectual property

As part of the accounting for this arrangement, the Group must use significant judgement to determine: (a) the performance obligations; and (b) the method to estimate variable consideration.

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The counterparty simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs; or

The Group’s performance creates or enhances an asset that the counterparty controls as the asset is created or enhanced

The Group’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.

Upfront fees

Milestone payments

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Sales royalties

The Group recognizes revenue for a sales-based royalty promised in exchange for the sales of intellectual property only when (or as) the later of the following events occurs:

(a)

the subsequent sale occurs; and

(b)

the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied.

Revenue from other sources

Interest income

Share-based payments

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Other employee benefits

Pension schemes

Housing fund — Mainland China

The Group contributes on a monthly basis to a defined contribution housing fund plan operated by the local municipal government. Contributions to this plan by the Group are expensed as incurred.

Borrowing costs

Foreign currencies

2.4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

FINANCE COSTS

12 Months Ended

Dec. 31, 2023

FINANCE COSTS

FINANCE COSTS

5.	FINANCE COSTS

An analysis of finance costs is as follows:


	Year ended December 31,
	2022	2023
	$’000	$’000
Interest expenses on bank and other borrowings	295	708
Interest expenses on lease liabilities	138	83
Total	433	791

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (104,871)	$ (58,790)
Adjustments for:
Finance costs	791	433
Investment income	(62)	(550)
Fair value (gain)/loss on financial liabilities at FVTPL	39,171	(7,195)
Fair value gain on financial assets at FVTPL		(484)
Gain on disposal of items of property, plant and equipment		(7)
Depreciation of property, plant and equipment	1,213	931
Amortization of intangible assets	25	20
Depreciation of right-of-use assets	984	1,090
Equity-settled share-based payment expenses	4,330	6,082
(Increase)/Decrease in prepayments, other receivables and other assets	(436)	4,346
(Increase)/Decrease in non-current assets	45	128
Increase in trade payables	1,252	10,117
Increase in other payables and accruals	906	656
Net cash flows used in operating activities	(56,652)	(43,223)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(200)	(1,249)
Purchases of intangible assets		(19)
Proceeds from disposal of items of property, plant and equipment	1	17
Purchases of financial assets at FVTPL	(7)	(58,980)
Disposal of financial assets at FVTPL	21,039	88,057
Purchases of investments at amortized cost	(31,849)
Received investment income of financial assets at FVTPL	62	550
Net cash flows provided/(used in) from investing activities	(10,954)	28,376
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of ordinary shares.	91,780
Addition of bank borrowings	50,234	7,897
Bank borrowings interest paid	(602)	(292)
Repayment of bank borrowings	(24,069)	(13,315)
Payment for lease liabilities	(1,103)	(1,070)
Net cash flows (used in)/from financing activities	116,240	(6,780)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	48,634	(21,627)
Cash and cash equivalents at beginning of year	42,758	64,131
Effect of foreign exchange rate changes, net	100	254
CASH AND CASH EQUIVALENTS AT END OF YEAR	$ 91,492	$ 42,758

RELATED PARTY TRANSACTIONS (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
Non-revolving facility agreements guaranteed by the ultimate significant shareholder	¥ 90,000	¥ 40,000

SHARE INCENTIVE PLAN - Summary of terms and conditions for estimated fair value of awards granted (Details) - Adlai Share Incentive Plan	Dec. 06, 2023	Apr. 21, 2023	Oct. 01, 2022	Jul. 01, 2022	Apr. 01, 2022	Jan. 01, 2022
SHARE INCENTIVE PLAN
Dividend yield (%)	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Expected volatility (%)	49.90%	49.68%	48.82%	48.88%	48.78%	48.73%
Risk-free interest rate (%)	4.30%	3.98%	3.98%	3.03%	2.52%	1.66%
Expected life of options (year)	10.00	10.00	10.00	10.00	10.00	10.00

NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS

12 Months Ended

Dec. 31, 2023

NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS

20.	NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS

(a)	Major non-cash transactions

During the year ended December 31, 2022 and 2023, the Group had non-cash additions to right-of-use assets and lease liabilities of nil and nil, respectively, in respect of lease arrangements for offices and equipment.

(b)	Changes in liabilities arising from financing activities


	Financial	New bank
	instrument	loans and		Payable
	measured at	other	Lease	for issue
	FVTPL	borrowings	liabilities	costs	Total
	$’000	$’000	$’000	$’000	$’000
At January 1, 2022	297,563	10,468	2,888	—	310,919
Interest expense	—	295	133	—	428
Transaction costs for the issuance of convertible redeemable preferred shares	—	—	—	—	—
Additions	—	7,897	463	—	8,360
Disposal	—	—	—	—	—
Payment
– financing cash flows	—	(13,316)	(936)	—	(14,252)
– operating cash flows	—	—	—	—	—
Interest paid	—	(290)	(134)	—	(424)
Change in fair value	(7,195)	—	—	—	(7,195)
Exchange adjustment	—	(741)	(177)	—	(918)
At December 31, 2022	290,368	4,313	2,237	—	296,918
Interest expense	—	708	83	—	791
Transaction costs for the issuance of convertible redeemable preferred shares	—	—	—	—	—
Additions	—	50,234	—	—	50,234
Conversion into ordinary shares	(329,539)	—	—	—	(329,539)
Payment
– financing cash flows	—	(24,069)	(1,020)	—	(25,089)
– operating cash flows	—	—	—	—	—
Interest paid	—	(602)	(83)	—	(685)
Change in fair value	39,171	—	—	—	39,171
Exchange adjustment	—	(115)	(26)	—	(141)
At December 31, 2023	—	30,469	1,191	—	31,660

20.	NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(c)	Investment activities


	Dual currency		Wealth
	structured	investments at	management
	deposit	amortized cost	product	Total
	$’000	$’000	$’000	$’000
Year ended December 31, 2022
purchase	(14,900)	—	(44,080)	(58,980)
disposal	22,439	—	65,618	88,057
interest received	19	—	531	550
Year ended December 31, 2023
purchase	—	(31,849)	(7)	(31,856)
disposal	—	—	21,039	21,039
interest received	—	—	62	62

NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS - Changes in liabilities arising from financing activities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Changes in liabilities arising from financing activities
Balance at the beginning	$ 296,918	$ 310,919
Interest expense	791	428
Additions	50,234	8,360
Conversion into ordinary shares	(329,539)
Payment- financing cash flows	(25,089)	(14,252)
Interest paid	(685)	(424)
Change in fair value	39,171	(7,195)
Exchange adjustment	(141)	(918)
Balance at the end	31,660	296,918
Financial instrument measured at FVTPL
Changes in liabilities arising from financing activities
Balance at the beginning	290,368	297,563
Conversion into ordinary shares	(329,539)
Change in fair value	39,171	(7,195)
Balance at the end		290,368
New bank loans and other borrowings
Changes in liabilities arising from financing activities
Balance at the beginning	4,313	10,468
Interest expense	708	295
Additions	50,234	7,897
Payment- financing cash flows	(24,069)	(13,316)
Interest paid	(602)	(290)
Exchange adjustment	(115)	(741)
Balance at the end	30,469	4,313
Lease liabilities
Changes in liabilities arising from financing activities
Balance at the beginning	2,237	2,888
Interest expense	83	133
Additions		463
Payment- financing cash flows	(1,020)	(936)
Interest paid	(83)	(134)
Exchange adjustment	(26)	(177)
Balance at the end	$ 1,191	$ 2,237

COMMITMENTS

12 Months Ended

Dec. 31, 2023

COMMITMENTS

COMMITMENTS

21.	COMMITMENTS

The Group did not have capital commitments at the end of each of the Relevant Periods.

SHARE INCENTIVE PLAN - Summary of share options (Details) - Adlai Share Incentive Plan $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) shares $ / shares	Dec. 31, 2022 USD ($) shares $ / shares	Dec. 31, 2021 USD ($) shares $ / shares
Number of awards
Options outstanding, Beginning Balance \| shares	9,510,102	7,635,444
Options granted \| shares	499,114	1,957,208
Options forfeited/cancelled \| shares	50,116	82,550
Options outstanding, Ending balance \| shares	9,959,100	9,510,102	7,635,444
Vested but not exercisable \| shares	5,400,955	4,980,069
Weighted Average Exercise Price
Beginning balance ($ per share)	$ 1.82	$ 1.72
Options granted ($ per share)	2.20	2.20
Options forfeited/cancelled ($ per share)	2.30	2.11
Ending balance ($ per share)	1.83	1.82	$ 1.72
Vested but not exercisable ($ per share)	1.75	1.59
Weighted Average Grant Fair Value
Beginning balance ($ per share)	1.79	1.36
Options granted ($ per share)	4.47	3.56
Options forfeited/cancelled ($ per share)	5.36	2.68
Ending balance ($ per share)	1.91	1.79	$ 1.36
Vested but not exercisable ($ per share)	$ 1.69	$ 1.15
Weighted Average Remaining Contractual Life
Weighted average remaining contractual life of outstanding share options (in years)	7 years 5 months 8 days	8 years 4 months 2 days	9 years 1 month 9 days
Options granted (in years)	9 years 5 months 26 days	9 years 3 months 3 days
Options forfeited/cancelled (in years)	9 years 6 months 3 days	8 years 9 months 14 days
Vested but not exercisable (in years)	7 years 3 months 10 days	8 years
Aggregate intrinsic value
Options outstanding (in Dollars) \| $	$ 11,596	$ 41,218	$ 26,950

FINANCIAL LIABILITIES AT FVTPL - Redemption Rights (Details) - $ / shares		1 Months Ended	12 Months Ended
	May 20, 2019	Jun. 30, 2018	Dec. 31, 2023
FINANCIAL LIABILITIES AT FVTPL
Threshold period to make remedy after the occurrence of material breach			30 days
Par value per share			$ 0.0001
Minimum period for qualified IPO			2 years
Series C Investors and Series D Investors
FINANCIAL LIABILITIES AT FVTPL
Return on investment (as a percent)			100.00%
Interest rate on investment per annum			10.00%
Next Equity Financing Warrant \| Series B Investors
FINANCIAL LIABILITIES AT FVTPL
Par value per share		$ 0.0001
Warrants exercise price as a percent		$ 95
Series B Preferred Shares \| CEHKL
FINANCIAL LIABILITIES AT FVTPL
Number of Shares issued upon exercise of warrants.	100,000

BASIS OF PRESENTATION (Tables)

12 Months Ended

Dec. 31, 2023

BASIS OF PRESENTATION

Schedule of new and revised IFRSs that have been issued but are not yet effective in the Consolidated Financial Statements

		Effective for accounting year beginning on or after
Amendments to IAS 1	Classification of Liabilities as current and non-current	January 1, 2024
Amendments to IFRS 16	Lease Liability in a Sale and Leaseback	January 1, 2024
Amendments to IAS 1	Non-current Liabilities with Covenants	January 1, 2024
Amendments to IAS 28 and IFRS 10	Sale or contribution of assets between an investor and its associate or joint venture	To be determined

Schedule of principal annual rates of property, plant and equipment

Plant and machinery		10% to 19%
Office equipment		19% to 20%
Motor vehicles		19%
Electronic equipment		19% to 20%
Leasehold improvements		The shorter of remaining lease terms or estimated useful lives

Schedule of estimated useful lives of the right-of-use assets

Offices		2 to 5 years
Office equipment		2 to 5 years

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2023

INCOME TAX

Summary of income tax expense


	Year ended December 31,
	2022	2023
	$’000	$’000
Current	—	643
Deferred	—	—
Total	—	643

Summary of reconciliation of the tax expense applicable to loss before tax at the statutory rate to the tax expense at the effective tax rate


	Year ended December 31,
	2022	2023
	$’000	$’000
Loss before tax	(58,790)	(104,228)
Tax at the statutory tax rate (25%)	(14,698)	(26,057)
Foreign rate differential	2,933	14,711
Expenses not deductible for tax	2,171	126
Income not subject to tax	(4)	—
Additional deductible allowance for qualified research and development costs	(1,681)	(2,338)
Unrecognized deferred tax assets	11,279	14,201
Current income tax expense	—	643
Tax charge at the Group’s effective rate	—	0.62	%

Summary of deferred tax assets


	Year ended December 31
	2022	2023
	$’000	$’000
Fixed assets	(13)	2
Capitalized R&D	5,494	11,050
Accrued and prepaid expenses	669	(101)
ROU Assets	(73)	5
Advertising expenses in excess of deduction limit	14	11
Allowance against receivables	—	3
State tax	(1)	(1)
Stock options	1,075	883
NOL	21,758	31,408
Subtotal	28,923	43,260
Unrecognized deferred tax assets	(28,923)	(43,260)
Total Deferred tax	—	—

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Ordinary shares Share capital	Ordinary shares	Series A convertible preferred shares Share capital	Additional paid-in capital	Share option reserve	Exchange fluctuation reserve	Accumulated losses	Total
At the beginning at Dec. 31, 2021	$ 4		$ 10,980	$ 6,415	$ 7,606	$ (1,002)	$ (209,431)	$ (185,428)
Net Loss							(58,790)	(58,790)
Exchange differences on translation of the financial statements of subsidiaries						(3,157)		(3,157)
Share-based compensation					6,082			6,082
At the end at Dec. 31, 2022	4	$ 3	10,980	6,415	13,688	(4,159)	(268,221)	(241,293)
Net Loss							(104,871)	(104,871)
Exchange differences on translation of the financial statements of subsidiaries						(82)		(82)
Issuance of ordinary shares	1	1		91,779				91,780
Conversion of Financial liabilities at FVTPL	5	5		329,534				329,539
Conversion of Series A convertible preferred shares	1	1	$ (10,980)	10,979
Share-based compensation					4,330			4,330
At the end at Dec. 31, 2023	$ 11	$ 10		$ 438,707	$ 18,018	$ (4,241)	$ (373,092)	$ 79,403

- Definition

The amount of residual interest in the assets of the entity after deducting all its liabilities.

+ References + Details

- Definition

The total of income less expenses from continuing and discontinued operations, excluding the components of other comprehensive income. [Refer: Other comprehensive income]

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name IAS
-Number 7
-IssueDate 2023-01-01
-Paragraph 18
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=7&code=ifrs-tx-2023-en-r&anchor=para_18_b&doctype=Standard
-URIDate 2023-03-23

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 1
-IssueDate 2023-01-01
-Paragraph 32
-Subparagraph a
-Clause ii
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=1&code=ifrs-tx-2023-en-r&anchor=para_32_a_ii&doctype=Standard
-URIDate 2023-03-23

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 1
-IssueDate 2023-01-01
-Paragraph 24
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=1&code=ifrs-tx-2023-en-r&anchor=para_24_b&doctype=Standard
-URIDate 2023-03-23

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2023-01-01
-Paragraph 28
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2023-en-r&anchor=para_28_b&doctype=Standard
-URIDate 2023-03-23

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2023-01-01
-Paragraph 23
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2023-en-r&anchor=para_23&doctype=Standard
-URIDate 2023-03-23

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Name IFRS
-Number 12
-IssueDate 2023-01-01
-Paragraph B10
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=12&code=ifrs-tx-2023-en-r&anchor=para_B10_b&doctype=Appendix&subtype=B
-URIDate 2023-03-23

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Name IFRS
-Number 17
-IssueDate 2023-01-01
-Paragraph 113
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=17&code=ifrs-tx-2023-en-r&anchor=para_113_b&doctype=Standard
-URIDate 2023-03-23

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Name IAS
-Number 1
-IssueDate 2023-01-01
-Paragraph 81A
-Subparagraph a
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2023-en-r&anchor=para_81A_a&doctype=Standard
-URIDate 2023-03-23

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Name IAS
-Number 1
-IssueDate 2023-01-01
-Paragraph 106
-Subparagraph d
-Clause i
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2023-en-r&anchor=para_106_d_i&doctype=Standard
-URIDate 2023-03-23

+ Details

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

12 Months Ended

Dec. 31, 2023

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

25.	FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s principal financial instruments comprise interest-bearing bank and other borrowings, convertible redeemable preferred shares and cash and cash equivalents. The main purpose of these financial instruments is to raise finance for the Group’s operations. The Group has various other financial assets and liabilities such as trade payables, other payables and accruals, which arise directly from its operations.

The main risks arising from the Group’s financial instruments are foreign currency risk and liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are summarized below.

Foreign currency risk

The Group has transactional currency exposures. Such exposures arise from purchases by operating units in currencies other than the units’ functional currencies.

The following table demonstrates the sensitivity at the end of each of the Relevant Periods to a reasonably possible change in the $ and RMB exchange rate, with all other variables held constant, of the Group’s profit before tax (due to changes in the fair values of monetary assets and liabilities).


	Increase/	Increase/
	(decrease) in	(decrease)	Increase/
	$/RMB	in net	(decrease)
	rate%	loss	in equity
		$’000	$’000
At December 31, 2022
If the $ strengthens against the RMB	5	—	(1,939)
If the $ weakens against the RMB	(5)	—	4,081


	Increase/	Increase/
	(decrease) in	(decrease)	Increase/
	$/RMB	in net	(decrease)
	rate%	loss	in equity
		$’000	$’000
As of December 31, 2023
If the $ strengthens against the RMB	5	(1,010)	(943)
If the $ weakens against the RMB	(5)	1,116	1,042

Liquidity risk

The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management of the Group to finance the operations and mitigate the effects of fluctuations in cash flows.

25.	FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

The maturity profile of the Group’s financial liabilities as of the end of each Relevant Periods, based on the contractual undiscounted payments, is as follows:


	As of December 31, 2022
		Less than
	On demand	1 year	1 to 5 years	Over 5 years	Total
	$’000	$’000	$’000	$’000	$’000
Financial liabilities at FVTPL	—	290,368	—	—	290,368
Trade and bills payables	13,098	—	—	—	13,098
Financial liabilities included in other payables and accruals	3,877	—	—	—	3,877
Interest-bearing bank borrowings	—	4,307	—	—	4,307
Total	16,975	294,675	—	—	311,650


	As of December 31, 2023
		Less than
	On demand	1 year	1 to 5 years	Over 5 years	Total
	$’000	$’000	$’000	$’000	$’000
Financial liabilities at FVTPL	—	—	—	—	—
Trade and bills payables	14,348	—	—	—	14,348
Financial liabilities included in other payables and accruals	4,890	—	—	—	4,890
Interest-bearing bank borrowings	—	30,357	—	—	30,357
Total	19,238	30,357	—	—	49,595

Capital management

The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as a going concern and to maintain healthy capital ratios in order to support its business and maximize shareholders’ value.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the Relevant Periods.

The asset-liability ratios as of the end of each of the Relevant Periods are as follows:


	As of December 31,
	2022	2023
	$’000	$’000
Total assets	72,594	130,189
Total liabilities	313,887	50,786
Asset-liability ratio (Note i)	0.23	2.56

Note i:

The asset-liability ratio is calculated by dividing total assets by total liabilities.

PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS

12 Months Ended

Dec. 31, 2023

PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS

PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS

11.	PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS


	As of December 31,
	2022	2023
	$’000	$’000
Current:
Prepayments (Note i)	1,912	2,337
VAT deductible tax	100	135
Deposits and other receivables	246	224
	2,258	2,696
Non-current:
Deposits and other receivables	—	—
Prepaid expenses	327	282
	327	282
Total	2,585	2,978

Note i:

The amount represents prepayments for Contract Research Organizations (“CROs”) and deposit of property, plant and equipment not yet placed in use.

Other receivables had no historical default. The financial assets included in the above balances relate to receivables which were categorized in stage 1 at the end of each of the Relevant Periods. In calculating the expected credit loss rate, the Group considers the historical loss rate and adjusts for forward-looking factors and information. During the Relevant Periods, the Group estimated that the expected credit loss rate for other receivables and deposits was minimal.

The Group seeks to maintain strict control over its outstanding receivables to minimize credit risk. Long ageing balances are reviewed regularly by senior management. In view of the fact that the Group’s deposits and other receivables relate to a large number of diversified counterparties, there is no significant concentration of credit risk. The Group does not hold any collateral or other credit enhancements over its deposits and other receivable balances.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES - Liquidity risk (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Maturity profile of the Group's financial liabilities
Total	$ 49,595	$ 311,650
Financial liabilities at FVTPL
Maturity profile of the Group's financial liabilities
Total		290,368
Trade and bills payables
Maturity profile of the Group's financial liabilities
Total	14,348	13,098
Financial liabilities included in other payables and accruals
Maturity profile of the Group's financial liabilities
Total	4,890	3,877
Interest-bearing bank borrowings
Maturity profile of the Group's financial liabilities
Total	30,357	4,307
On demand
Maturity profile of the Group's financial liabilities
Total	19,238	16,975
On demand \| Trade and bills payables
Maturity profile of the Group's financial liabilities
Total	14,348	13,098
On demand \| Financial liabilities included in other payables and accruals
Maturity profile of the Group's financial liabilities
Total	4,890	3,877
Less than 1 year
Maturity profile of the Group's financial liabilities
Total	30,357	294,675
Less than 1 year \| Financial liabilities at FVTPL
Maturity profile of the Group's financial liabilities
Total		290,368
Less than 1 year \| Interest-bearing bank borrowings
Maturity profile of the Group's financial liabilities
Total	$ 30,357	$ 4,307

REVENUE (Details) $ in Thousands	12 Months Ended
REVENUE (Details) $ in Thousands	Dec. 31, 2023 USD ($)
REVENUE
REVENUE	$ 5,000
Sales of an exclusive option
REVENUE
REVENUE	$ 5,000

BASIS OF PRESENTATION - Right-of-use assets (Details)	12 Months Ended
BASIS OF PRESENTATION - Right-of-use assets (Details)	Dec. 31, 2023
Offices \| Minimum
Right-of-use assets
Estimated useful life (in years)	2 years
Offices \| Maximum
Right-of-use assets
Estimated useful life (in years)	5 years
Office equipment \| Minimum
Right-of-use assets
Estimated useful life (in years)	2 years
Office equipment \| Maximum
Right-of-use assets
Estimated useful life (in years)	5 years

LEASES - amounts recognized in profit or loss in relation to leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
LEASES
Interest on lease liabilities	$ 83	$ 133
Depreciation charge of right-of-use assets	984	1,090
Total amount recognized in profit or loss	$ 1,067	$ 1,223

LEASES - Right-of-use assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
LEASES
As of Beginning Balance	$ 2,162	$ 2,934
Additions		463
Depreciation provided during the year	(984)	(1,090)
Exchange realignment	(24)	(145)
As of Ending Balance	1,154	2,162
Offices
LEASES
As of Beginning Balance	2,086	2,725
Additions		463
Depreciation provided during the year	(931)	(961)
Exchange realignment	(23)	(141)
As of Ending Balance	1,132	2,086
Office equipment
LEASES
As of Beginning Balance	76	209
Depreciation provided during the year	(53)	(129)
Exchange realignment	(1)	(4)
As of Ending Balance	$ 22	$ 76

FINANCIAL ASSETS AT FVTPL (Tables)

12 Months Ended

Dec. 31, 2023

FINANCIAL ASSETS AT FVTPL

Schedule of financial assets at FVTPL


	As of December 31,
	2022	2023
	$’000	$’000
Current:
Wealth management product	21,287	7
Total	21,287	7

REVENUE

12 Months Ended

Dec. 31, 2023

REVENUE

REVENUE

An analysis of revenue is as follows:


	2022	2023
	$’000	$’000
Sales of an exclusive option.	—	5,000
Total	—	5,000

Revenue of $5,000 for the year ended December 31, 2023 was derived from the option grant fee for the sale of an exclusive option to enter into a license agreement to further develop and commercialize products to a single customer, recognized at a point in time, and there was no further performance obligation to be performed.

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY - PARENT COMPANY BALANCE SHEETS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 91,492	$ 42,758	$ 64,131
Prepayments, other receivables and other assets	2,696	2,258
Short-term investments at amortized cost	7,000
Total current assets	101,195	66,303
Non-current assets
Total non-current assets	28,994	6,291
Total assets	130,189	72,594
Current liabilities
Accounts payable	14,348	13,098
Other payables and accruals	4,890	3,877
Financial liabilities at FVTPL		290,368
Total current liabilities	50,317	312,651
Non-current liabilities
Total non-current liabilities	469	1,236
Total liabilities	50,786	313,887
Additional paid-in capital	438,707	6,415
Share option reserve	18,018	13,688
Accumulated deficit	(373,092)	(268,221)
Total shareholders' (deficit)/equity	79,403	(241,293)	(185,428)
Total liabilities and shareholders' (deficit)/equity	130,189	72,594
Ordinary shares
Non-current liabilities
Share capital		4
ClassA Ordinary Shares
Non-current liabilities
Share capital	9
ClassB Ordinary Shares
Non-current liabilities
Share capital	2
Series A Preferred Shares
Non-current liabilities
Share capital		10,980
Separate
Current assets
Cash and cash equivalents	63,150	12,194	$ 48,363
Prepayments, other receivables and other assets	44	36
Short-term investments at amortized cost	7,000
Total current assets	70,194	12,230
Non-current assets
Due from related parties	123,102	115,743
Investment in subsidiaries	129,711	94,300
Total non-current assets	252,813	210,043
Total assets	323,007	222,273
Current liabilities
Accounts payable	976	888
Other payables and accruals	53
Due to related parties	40
Interest payables	10,650
Financial liabilities at FVTPL		290,368
Total current liabilities	11,719	291,260
Non-current liabilities
Total liabilities	11,719	291,260
Additional paid-in capital	438,707	6,415
Share option reserve	16,059	11,730
Accumulated deficit	(143,489)	(98,116)
Total shareholders' (deficit)/equity	311,288	(68,987)
Total liabilities and shareholders' (deficit)/equity	323,007	222,273
Separate \| Ordinary shares
Non-current liabilities
Share capital		4
Separate \| ClassA Ordinary Shares
Non-current liabilities
Share capital	9
Separate \| ClassB Ordinary Shares
Non-current liabilities
Share capital	$ 2
Separate \| Series A Preferred Shares
Non-current liabilities
Share capital		$ 10,980

SHARE INCENTIVE PLAN

12 Months Ended

Dec. 31, 2023

SHARE INCENTIVE PLAN

SHARE INCENTIVE PLAN

19.	SHARE INCENTIVE PLAN

Adlai Hangzhou Scheme

Adlai Hangzhou, a subsidiary of the Company, was once listed on the National Equities Exchange and Quotations (“NEEQ”) (stock code 870946) and adopted a share incentive scheme (the “Adlai Hangzhou Scheme”) for the primary purpose of providing incentives to eligible management and employees who render services to Adlai Hangzhou. On June 15, 2017, awards up to 1,220,000 shares were granted to management and employees at the exercise price of RMB7 per share. Awards granted under the Adlai Hangzhou Scheme shall have a contractual term of five years and generally vest over a four year period, with 25% of total awards vesting on the anniversary date one year after the vesting commencement date and the remaining 75% vesting subsequently in three equal annual instalments.

The fair value of the awards granted to management and employees were $ 0.083 per share and $ 0.0765 per share, respectively, using the binomial option-pricing model on the grant date. The variables and assumptions used in computing the fair value of the awards are based on the directors’ best estimate. Changes in variables and assumptions may result in changes in the fair value of the awards.

The Group recognized $81 of share-based payment expenses prior to 2021, and nil and nil share-based payment expenses for the years ended December 31, 2022 and 2023, respectively, in relation to the awards granted under the Adlai Hangzhou Scheme.

Adlai Share Incentive Plan

On June 8, 2020, the Company’s Board of Directors approved a share incentive scheme (the “Share Incentive Plan”) in order to provide additional incentives to employees and to promote the success of the Group’s business. Unless otherwise cancelled or amended, the Share Incentive Plan will remain in force for 10 years. Under the Share Incentive Plan, the maximum aggregate number of shares shall not exceed 4,000,000 ordinary shares, as appropriately adjusted for subsequent stock splits, stock dividends and the like. On May 28, 2021, the Company’s Board of Directors approved to further reserve 11,000,000 ordinary shares of the Company for the Share Incentive Plan for a total of 15,000,000 ordinary shares approved for the Share Incentive Plan. The exercise price of share options is determinable by the directors, but shall not be less than 100% of the fair market value on the grant date. Share options do not confer rights on the holders to dividends or to vote at shareholders’ meetings. The awards may be granted but not be exercised prior to the last day of the six-month period following the listing date of the Company.

19.	SHARE INCENTIVE PLAN (continued)

On July 5, 2021, the Company issued 6,000,000 and 9,000,000 ordinary shares reserved under the Share Inventive Plan to Nortye International Limited and Nortye Talent Limited, respectively, which are holding vehicles of two trusts established by the Company in order to facilitate the administration of the Share Incentive Plan. The sole purpose of the two trusts is to facilitate the issuance of ordinary shares under the Share Incentive Plan, and as such the 15,000,000 ordinary shares are not included in the Company’s calculation of weighted average shares outstanding.

On September 8, 2020 and November 1, 2020, awards for 1,435,000 and 2,560,730 shares, respectively, were granted by the Company to its executives, employees and consultants.

On May 31, 2021, 3,348,483 awarded shares were granted by the Company to its executives, employees and consultants.

On October 1, 2021, 412,000 awarded shares were granted by the Company to its executives, employees and consultants.

On January 1, 2022, 83,500 options were granted to certain new employees; 376,172 options were granted to certain employees and managers for outstanding performance.

On April 1, 2022, 1,077,800 options were granted to certain new employees, promoted employees and senior managers; 33,336 options were granted to three consultants.

On July 1, 2022, 207,200 options were granted to five new employees.

On October 1, 2022, 179,200 options were granted to five new employees.

On April 2023, 352,500 options were granted to the employees with an exercise price of $2.20 under the 2020 Share Incentive Plan.

On April 2023, the Group adopted the 2023 Share Incentive Plan, which is effective upon the completion of this offering. The maximum aggregate number of ordinary shares that may be issued under this 2023 Share Incentive Plan is 15,000,000, including any reserved and issued share under the 2020 Share Incentive Plan.

On December 6, 2023, 121,200 options were granted to certain new employees; 25,414 options were granted to certain employees and managers for outstanding performance.

19.	SHARE INCENTIVE PLAN (continued)

Accordingly, the Group measured the fair value of the awards as of the grant date and recognizes the amount as a compensation expense over the vesting period for each separately vesting portion of the awards.


				Weighted
		Weighted	Weighted	Average
		Average	Average	Remaining	Aggregate
		Exercise	Grant Fair	Contractual	intrinsic
	Number of	Price	Value	Life	value
	awards	$ per share	$ per share	(in years)	$
Balances, January 1, 2022	7,635,444	1.72	1.36	9.11	26,950
Options granted	1,957,208	2.20	3.56	9.26
Options forfeited/cancelled	(82,550)	2.11	2.68	8.79
Options exercised	—	—	—	—
Balances, December 31, 2022	9,510,102	1.82	1.79	8.34	41,218
Options granted	499,114	2.20	4.47	9.49
Options forfeited/cancelled	(50,116)	2.30	5.36	9.51
Options exercised	—	—	—	—
Balances, December 31, 2023	9,959,100	1.83	1.91	7.44	11,596
Vested but not exercisable as of December 31, 2022	4,980,069	1.59	1.15	8.00
Vested but not exercisable as of December 31, 2023	5,400,955	1.75	1.69	7.28

As of December 31, 2022 and 2023, there were 15,000,000 and 15,000,000 shares reserved for the option plan and there were 5,489,898 and 5,040,900 shares available for issuance, respectively.

The fair value of the award granted during the years ended December 31, 2022 and 2023 were $ 6,913 and $2,231. The Group recognized share-based payment expenses of $6,082 and $4,330, respectively, during the years ended December 31, 2022 and 2023.

The fair value of awards granted during the Relevant Periods was estimated as of the grant date using a binomial option-pricing model, taking into account the terms and conditions upon which the awards were granted. The following table lists the inputs to the model used:


	Jan 1,	Apr 1,	July 1,	Oct 1,	Apr 21,	Dec 6,
	2022	2022	2022	2022	2023	2023
Dividend yield (%)	0.00	0.00	0.00	0.00	0.00	0.00
Expected volatility (%)	48.73	48.78	48.88	48.82	49.68	49.90
Risk-free interest rate (%)	1.66	2.52	3.03	3.98	3.98	4.30
Expected life of options (year)	10.00	10.00	10.00	10.00	10.00	10.00

As of December 31, 2022 and 2023, the Company had 9,510,102 and 9,959,100 awards outstanding under the Share Incentive Plan, respectively. The exercise in full of the outstanding awards would, under the present capital structure of the Company, result in the issue of 9,510,102 and 9,959,100, respectively, additional ordinary shares of the Company and additional share capital of $1.0 and $1.0 (before issue expenses), respectively.

Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2023 shares
Document Information [Line Items]
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-41773
Entity Registrant Name	Adlai Nortye Ltd.
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	c/o PO Box 309
Entity Address, Adress Line Two	Ugland House
Entity Address, City or Town	Grand Cayman
Entity Address, Postal Zip Code	KY1-1104
Entity Address, Country	KY
Title of 12(b) Security	American Depositary Shares, each representing three Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	ANL
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Entity Central Index Key	0001944552
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Mazars USA LLP
Auditor Location	New York, New York
Auditor Firm ID	339
Ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	110,700,805
Class A Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	93,710,805
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	16,990,000
Business Contact
Document Information [Line Items]
Entity Address, Address Line One	Building 6 & 8, 1008 Xiangwang Street
Entity Address, Adress Line Two	Yuhang District
Entity Address, City or Town	Hangzhou
Entity Address, Postal Zip Code	311121
Entity Address, Country	CN
Contact Personnel Name	Yang Lu
Country Region	86
City Area Code	0571
Local Phone Number	2891-8385
Contact Personnel Email Address	ir@adlainortye.com

SHARE INCENTIVE PLAN (Tables)

12 Months Ended

Dec. 31, 2023

SHARE INCENTIVE PLAN

Summary of share options


				Weighted
		Weighted	Weighted	Average
		Average	Average	Remaining	Aggregate
		Exercise	Grant Fair	Contractual	intrinsic
	Number of	Price	Value	Life	value
	awards	$ per share	$ per share	(in years)	$
Balances, January 1, 2022	7,635,444	1.72	1.36	9.11	26,950
Options granted	1,957,208	2.20	3.56	9.26
Options forfeited/cancelled	(82,550)	2.11	2.68	8.79
Options exercised	—	—	—	—
Balances, December 31, 2022	9,510,102	1.82	1.79	8.34	41,218
Options granted	499,114	2.20	4.47	9.49
Options forfeited/cancelled	(50,116)	2.30	5.36	9.51
Options exercised	—	—	—	—
Balances, December 31, 2023	9,959,100	1.83	1.91	7.44	11,596
Vested but not exercisable as of December 31, 2022	4,980,069	1.59	1.15	8.00
Vested but not exercisable as of December 31, 2023	5,400,955	1.75	1.69	7.28

Summary of terms and conditions for estimated fair value of awards granted


	Jan 1,	Apr 1,	July 1,	Oct 1,	Apr 21,	Dec 6,
	2022	2022	2022	2022	2023	2023
Dividend yield (%)	0.00	0.00	0.00	0.00	0.00	0.00
Expected volatility (%)	48.73	48.78	48.88	48.82	49.68	49.90
Risk-free interest rate (%)	1.66	2.52	3.03	3.98	3.98	4.30
Expected life of options (year)	10.00	10.00	10.00	10.00	10.00	10.00

ORDINARY SHARES- Issued and fully paid (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Disclosure of classes of share capital [line items]
At the beginning	$ (241,293)
Issuance of ordinary shares	91,780
Conversion of Financial liabilities at FVTPL	329,539
At the end	79,403
Ordinary shares
Disclosure of classes of share capital [line items]
At the beginning	3
Issuance of ordinary shares	1
Conversion of Series A convertible preferred shares	1
Conversion of Financial liabilities at FVTPL	5
At the end	$ 10
Share capital
Disclosure of classes of share capital [line items]
Shares outstanding \| shares	25,440,000
Issuance of ordinary shares \| shares	12,717,391
Conversion of Series A convertible preferred shares \| shares	14,560,000
Conversion of Financial liabilities at FVTPL \| shares	42,983,414
Shares outstanding \| shares	95,700,805
Share capital \| Ordinary shares
Disclosure of classes of share capital [line items]
At the beginning	$ 4
Issuance of ordinary shares	1
Conversion of Series A convertible preferred shares	1
Conversion of Financial liabilities at FVTPL	5
At the end	$ 11

INTEREST-BEARING BANK BORROWINGS - Total borrowings (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
INTEREST-BEARING BANK BORROWINGS
Beginning balance	$ 4,307	$ 10,457
Additions	50,234	7,897
Repayment of bank borrowings	(24,069)	(13,316)
Effect of foreign exchange rate changes	(115)	(731)
Ending balance	30,357	4,307
Interest-bearing bank borrowings
INTEREST-BEARING BANK BORROWINGS
Beginning balance	4,307	10,457
Additions	50,234	7,897
Repayment of bank borrowings	(24,069)	(13,316)
Effect of foreign exchange rate changes	(115)	(731)
Ending balance	$ 30,357	$ 4,307

LEASES - General (Details)	12 Months Ended
LEASES - General (Details)	Dec. 31, 2023
Minimum
LEASES
Estimated useful life (in years)	2 years
Maximum
LEASES
Estimated useful life (in years)	5 years

OTHER PAYABLES AND ACCRUALS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
OTHER PAYABLES AND ACCRUALS
Other payables and accruals	$ 303	$ 255
Tax payable	773
Payroll and bonus payables	3,814	3,622
Total	$ 4,890	$ 3,877

NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS (Tables)

12 Months Ended

Dec. 31, 2023

NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS

Summary of changes in liabilities arising from financing activities


	Financial	New bank
	instrument	loans and		Payable
	measured at	other	Lease	for issue
	FVTPL	borrowings	liabilities	costs	Total
	$’000	$’000	$’000	$’000	$’000
At January 1, 2022	297,563	10,468	2,888	—	310,919
Interest expense	—	295	133	—	428
Transaction costs for the issuance of convertible redeemable preferred shares	—	—	—	—	—
Additions	—	7,897	463	—	8,360
Disposal	—	—	—	—	—
Payment
– financing cash flows	—	(13,316)	(936)	—	(14,252)
– operating cash flows	—	—	—	—	—
Interest paid	—	(290)	(134)	—	(424)
Change in fair value	(7,195)	—	—	—	(7,195)
Exchange adjustment	—	(741)	(177)	—	(918)
At December 31, 2022	290,368	4,313	2,237	—	296,918
Interest expense	—	708	83	—	791
Transaction costs for the issuance of convertible redeemable preferred shares	—	—	—	—	—
Additions	—	50,234	—	—	50,234
Conversion into ordinary shares	(329,539)	—	—	—	(329,539)
Payment
– financing cash flows	—	(24,069)	(1,020)	—	(25,089)
– operating cash flows	—	—	—	—	—
Interest paid	—	(602)	(83)	—	(685)
Change in fair value	39,171	—	—	—	39,171
Exchange adjustment	—	(115)	(26)	—	(141)
At December 31, 2023	—	30,469	1,191	—	31,660

Summary of investment activities


	Dual currency		Wealth
	structured	investments at	management
	deposit	amortized cost	product	Total
	$’000	$’000	$’000	$’000
Year ended December 31, 2022
purchase	(14,900)	—	(44,080)	(58,980)
disposal	22,439	—	65,618	88,057
interest received	19	—	531	550
Year ended December 31, 2023
purchase	—	(31,849)	(7)	(31,856)
disposal	—	—	21,039	21,039
interest received	—	—	62	62

INTEREST-BEARING BANK BORROWINGS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
INTEREST-BEARING BANK BORROWINGS
Interest-bearing bank borrowings	$ 30,357	$ 4,307
Non-Revolving Facility, 5.22% interest, due March 22,2023, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest-bearing bank borrowings		$ 1,436
Interest rate (as a percent)	5.22%	5.22%
Non-Revolving Facility, 4.8% interest, due April 24,2023, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest-bearing bank borrowings		$ 2,871
Interest rate (as a percent)	4.80%	4.80%
Non Revolving Facility, 4.2% interest, due March 26, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest-bearing bank borrowings	$ 2,824
Interest rate (as a percent)	4.20%	4.20%
Non Revolving Facility, 4.0% interest, due September 17, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest-bearing bank borrowings	$ 1,412
Interest rate (as a percent)	4.00%	4.00%
Non Revolving Facility, 4.0% interest, due September 18, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest-bearing bank borrowings	$ 1,412
Interest rate (as a percent)	4.00%	4.00%
Non Revolving Facility, 4.0% interest, due April 15, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest-bearing bank borrowings	$ 4,235
Interest rate (as a percent)	4.00%	4.00%
Non Revolving Facility, 6.78% interest, due November 27, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest-bearing bank borrowings	$ 3,000
Interest rate (as a percent)	6.78%	6.78%
Non Revolving Facility, 6.0% interest, due November 14, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest-bearing bank borrowings	$ 10,650
Interest rate (as a percent)	6.00%	6.00%
Non Revolving Facility, 6.3% interest, due December 26, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest-bearing bank borrowings	$ 4,000
Interest rate (as a percent)	6.30%	6.30%
Non Revolving Facility, 4.0% interest, due December 25, 2024, guaranteed
INTEREST-BEARING BANK BORROWINGS
Interest-bearing bank borrowings	$ 2,824
Interest rate (as a percent)	4.00%	4.00%

FINANCIAL LIABILITIES AT FVTPL - Significant unobservable inputs (Details)	Dec. 31, 2022 Y
Fair value of ordinary shares of the Company
Significant unobservable inputs
Financial liabilities	0.0615
Risk-free interest rate
Significant unobservable inputs
Financial liabilities	0.0468
Expected term
Significant unobservable inputs
Financial liabilities	0.44
Volatility
Significant unobservable inputs
Financial liabilities	0.5286

FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2023

FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

Summary of carrying amounts and fair values of the Group's financial instruments


	As of December 31, 2022		As of December 31, 2023
	Carrying		Carrying
	amount	Fair value	amount	Fair value
	$’000	$’000	$’000	$’000
Financial assets
Dual currency structured deposit	—	—	—	—
Wealth management product	21,287	21,287	7	7
Total.	21,287	21,287	7	7
Financial liabilities
Financial liabilities at FVTPL	290,368	290,368	—	—
Total.	290,368	290,368	—	—

Summary of fair value measurement hierarchy of the Group's financial instruments

As of December 31, 2022


	Fair value measurement using
	Quoted prices	Significant	Significant
	in active	observable	unobservable
	markets	inputs	inputs
	(Level 1)	(Level 2)	(Level 3)	Total
	$’000	$’000	$’000	$’000
Financial assets
Dual currency structured deposit	—	—	—	—
Wealth management product	21,287	—	—	21,287
Total.	21,287	—	—	21,287
Financial liabilities			290,368	290,368
Financial liabilities at FVTPL	—	—	290,368	290,368

As of December 31, 2023


	Fair value measurement using
	Quoted prices	Significant	Significant
	in active	observable	unobservable
	markets	inputs	inputs
	(Level 1)	(Level 2)	(Level 3)	Total
Financial assets
Dual currency structured deposit	—	—	—	—
Wealth management product	7	—	—	7
Total	7	—	—	7

ORDINARY SHARES (Tables)

12 Months Ended

Dec. 31, 2023

ORDINARY SHARES

Summary of issued and fully paid shares


	Number of	Ordinary
	shares	Shares
		$’000
As of 1 January 2023	25,440,000	3
Issuance of ordinary shares	12,717,391	1
Conversion of Series A convertible preferred shares	14,560,000	1
Conversion of Financial liabilities at FVTPL	42,983,414	5
As at 31 December 2023	95,700,805	10

ORDINARY SHARES (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 05, 2021	Dec. 31, 2021	Dec. 31, 2023
ORDINARY SHARES
Par value per share			$ 0.0001
Amount of authorized share capital			$ 50
Shares authorized			500,000,000
Nortye Talent Limited
ORDINARY SHARES
Number of shares issued		9,000,000
Nortye International Limited
ORDINARY SHARES
Number of shares issued		6,000,000
Adlai Share Incentive Plan \| Nortye Talent Limited
ORDINARY SHARES
Number of shares issued	9,000,000
Adlai Share Incentive Plan \| Nortye International Limited
ORDINARY SHARES
Number of shares issued	6,000,000
Ordinary shares
ORDINARY SHARES
Shares authorized			442,456,586

LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
Weighted average common shares outstanding, basic	43,342,068	25,440,000
Dilutive shares		64,300,522
Convertible preferred stock
LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
Dilutive shares		57,543,414
Options
LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
Dilutive shares	3,869,554	6,757,108

OTHER PAYABLES AND ACCRUALS (Tables)

12 Months Ended

Dec. 31, 2023

OTHER PAYABLES AND ACCRUALS

Schedule of other payables and accruals


	As of December 31,
	2022	2023
	$’000	$’000
Other payables and accruals (Note i)	255	303
Tax payable		773
Payroll and bonus payables	3,622	3,814
Total	3,877	4,890

Note i:

CORPORATE AND GROUP INFORMATION (Tables)

12 Months Ended

Dec. 31, 2023

CORPORATE AND GROUP INFORMATION

Schedule of direct and indirect interests in its subsidiaries, all of which are private limited liability companies

Percentage

of equity

Date and place of

Issued ordinary

attributable to

incorporation / registration

share/

the Company

Name

Notes

and place of operations

registered capital

Direct

Indirect

Principal activities

Alpine Bioscience Ltd. (“Alpine BVI”)

British Virgin Islands 8 January 2018

One share of par value $1

100

—

Investment holding

Adlai Nortye USA Inc (“Adlai US”)

The United States 30 January 2018

10,000 shares of par value $0.0001 each

—

100

Clinical studies and testing, and technology development and transfer

Adlai Nortye (Switzerland) AG (“Adlai Swiss”)

Switzerland 21 June 2022

100 shares of par value CHF1’000 each

—

100

Investment holding

Adlai Nortye PTE.LTD (“Adlai SGP”)

Singapore 22 April 2022

Two shars of par value $1

—

100

Investment holding

Adlai Nortye (HK) Limited (“Adlai HK”)

Hong Kong 24 April 2018

HKD 0.001

—

100

Investment holding

Hangzhou Adlai Nortye Biopharma Co., Ltd* (“Adlai Hangzhou”)

the People’s Republic of China (“PRC”)/Mainland China 14 September 2004

RMB 200,000

—

100

Product research and development, technology transfer and consulting services business

Shanghai Adlai Nortye Biopharma Co., Ltd* (“Adlai Shanghai”)

the People’s Republic of China (“PRC”)/Mainland China 22 December 2021

RMB 10,000

—

100

Product research and development, technology transfer and consulting services business

Hangzhou Tangchuang Weilai Technolegy Co., Ltd (“Hangzhou Tangchuang”)

the People’s Republic of China (“PRC”)/Mainland China 2 November 2022

RMB 10,000

—

100

Product research and development, technology transfer and consulting services business

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

Summary of related party


Name of related parties		Nature of relationship
Mr. Yang Lu		The chief executive officer and chairman of our board of directors and ultimate significant shareholder of the Company

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
REVENUE	$ 5,000
Other operating income, net	890	$ 259
Administrative expenses	(15,289)	(13,039)
Research and development expenses	(58,152)	(54,490)
Total operating loss	(67,551)	(67,270)
Other income and gains	3,303	2,079
Other expenses	(80)	(1,395)
Investment income	62	550
Fair value gain on financial assets at fair value through profit or loss ("FVTPL")		484
Fair value (loss)/gain on financial liabilities at FVTPL	(39,171)	7,195
Finance costs	(791)	(433)
LOSS BEFORE TAX	(104,228)	(58,790)
Income tax expense	(643)
LOSS FOR THE YEAR	(104,871)	(58,790)
Attributable to:
Ordinary Equity Holders of the Parent	(104,871)	(58,790)
OTHER COMPREHENSIVE LOSS
Exchange differences on translation of the financial statements of subsidiaries	(82)	(3,157)
Other comprehensive loss for the year, net of tax	(82)	(3,157)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR	(104,953)	(61,947)
Attributable to:
Ordinary Equity Holders of the Parent	$ (104,953)	$ (61,947)
LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
Basic loss for the year ($ per share)	$ (2.42)	$ (2.31)
Diluted loss for the year ($ per share)	$ (2.42)	$ (2.31)
Weighted average common shares outstanding, basic	43,342,068	25,440,000
Weighted average common shares outstanding, diluted	43,342,068	25,440,000