Connect Biopharma Holdings Ltd 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures Our management, with the participation of our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2024. Based on this evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures were effective as of December 31, 2024. Management Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. and includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the U.S., and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 134 TABLE OF CONTENTS Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) . Based on our assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria. The independent registered public accounting firm that audited the consolidated financial statements that are included in this Annual Report on Form 10-K has not issued an audit report on our internal control over financial reporting. Changes in Internal Control Over Financial Reporting There have been no significant changes in our internal control over financial reporting that occurred during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 135 TABLE OF CONTENTS PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Information Concerning the Board of Directors Certain biographical information regarding each of our directors, including age, position held with us, term of office as director, and business experience, is set forth below: Name Age Position Year Elected or Appointed Kleanthis G. Xanthopoulos, Ph.D. 66 Chairman of the Board 2020 Kan Chen, Ph.D. 43 Director 2020 James Z. Huang, MBA 59 Director 2024 Jean Liu, J.D. 56 Director 2021 Barry D. Quart, Pharm.D. 68 Chief Executive Officer and Director 2024 Karen J. Wilson, CPA 61 Director 2020 There are no arrangements or understandings between any of our directors and any other persons pursuant to which any director was selected as a director. Kleanthis G. Xanthopoulos, Ph.D. (Chairman) , has served on our Board since 2020 and was appointed as Chairman in 2024. Dr. Xanthopoulos has over 28 years of experience in the biotechnology and pharmaceutical research industries as an executive, company founder, chief executive officer, investor, and member of various boards of directors. Dr. Xanthopoulos has served as Chairman & Chief Executive Officer of Shoreline Biosciences, Inc. and Chairman of Stork Capital Life Sciences, which focuses on building and investing in innovative biotechnology companies, since 2020. He previously served as Chief Executive Officer of IRRAS AB and President and Chief Executive Officer of Regulus Therapeutics, Inc. He also previously served on the board of directors of Zosano Pharma Corporation. Dr. Xanthopoulos is an Onassis Scholar and was at NIH Human Genome Research Institute. Dr. Xanthopoulos received a B.S. in Biology from Aristotle University of Thessaloniki, Greece, an M.Sc. in Microbiology, and a Ph.D. in Molecular Biology from the University of Stockholm, Sweden. Our Nominating and Corporate Governance Committee and our Board believe that Dr. Xanthopoulos is qualified to serve on our Board due to his extensive expertise and experience in the biotechnology and pharmaceutical research industries as an executive, company founder, chief executive officer, investor, and as a director of other public and private biotechnology and pharmaceutical companies. Kan Chen, Ph.D. , has served on our Board since 2020. Dr. Chen is a Partner of Qiming Venture Partners, focusing on healthcare investment. Before joining Qiming Venture Partners in 2016, Dr. Chen was a senior scientist at Johnson & Johnson, where he focused on cancer medicine. Prior to that, Dr. Chen was a group leader at Jiangsu Hengrui Pharmaceuticals Company Ltd., where he specialized in cancer immunotherapies. Dr. Chen earned his Ph.D. in Cell Biology from Case Western Reserve University in the U.S. and completed his postdoctoral training in immunology at Harvard Medical School. He received his B.S. in Biological Sciences from Fudan University. Our Nominating and Corporate Governance Committee and our Board believe that Dr. Chen is qualified to serve on our Board due to his extensive expertise and experience as a healthcare investor, in science and medicine, and as a director of other public and private biotechnology and pharmaceutical companies. James Z. Huang, MBA , has served on our Board since 2024. Mr. Huang has over 30 years of biotech experience. He has served as the Founding Partner of Panacea Venture, an investment firm with its focus on innovative and transformative healthcare and life sciences companies worldwide, since 2018. Prior to that, Mr. Huang served as managing partner at Kleiner Perkins (KPCB) China and at Vivo Ventures, and he served in various leadership roles with Anesiva, Inc., Tularik Inc., GlaxoSmithKline LLC, Bristol-Myers Squibb Company and ALZA Corporation. Mr. Huang serves on the boards of directors of Kindstar Globalgene Technology, Inc. and Lee’s Pharmaceutical (HK) Limited. Previously, Mr. Huang served on the boards of directors of Casi Pharmaceuticals, Inc., Windtree Therapeutics, Inc. and Alaunos Therapeutics, Inc. Mr. Huang received an M.B.A. from Stanford and a B.S. degree in chemical engineering from University of California, Berkeley. 136 TABLE OF CONTENTS Our Nominating and Corporate Governance Committee and our Board believe that Mr. Huang is qualified to serve on our Board due to his extensive expertise and experience as a life sciences investor, a senior leader of several biotechnology or pharmaceutical companies, and as a director of other public and private biotechnology and pharmaceutical companies. Jean Liu, J.D. , has served on our Board since 2021. Ms. Liu has more than 25 years of biopharmaceutical executive and law firm experience and was most recently Chief Legal Officer and Secretary of Seagen Inc., a targeted cancer therapeutic company which was acquired by Pfizer in December 2023. Prior to joining Seagen in 2014, she served in senior legal leadership roles at Halozyme Therapeutics, Inc. and Durect Corporation, including General Counsel, Head of Compliance and Chief Legal Officer. Ms. Liu currently serves on the board of directors of Erasca, Inc. Before joining the biopharmaceutical industry, Ms. Liu was an attorney at the law firms of Pillsbury LLP and Venture Law Group. Ms. Liu received her J.D. from Columbia University School of Law and her M.S. in Molecular Biology from Stanford University. Our Nominating and Corporate Governance Committee and our Board believe that Ms. Liu is qualified to serve on our Board due to her extensive expertise and experience as a biopharmaceutical executive and attorney, and as a director of other public and private biotechnology and pharmaceutical companies. Barry D. Quart, Pharm.D. , was appointed Chief Executive Officer and Director in June 2024. Dr. Quart brings over 30 years of extensive experience serving in leadership positions in biotechnology and pharmaceutical companies and developing innovative pharmaceutical products. Dr. Quart was most recently Chief Executive Officer and Chairman of the board of directors of Heron Therapeutics, Inc. until 2023. Prior to joining Heron in 2012, Dr. Quart co-founded Ardea Biosciences, Inc. and served as its President and Chief Executive Officer and Director from its inception in 2006 through its acquisition by AstraZeneca PLC in 2012. Dr. Quart currently serves on the board of directors of Kiniksa Pharmaceuticals Corp. Dr. Quart received his Pharm.D. from the University of California, San Francisco. Our Nominating and Corporate Governance Committee and our Board believe that Dr. Quart is qualified to serve on our Board due to his extensive experience serving in leadership positions in biotechnology and pharmaceutical companies, developing innovative pharmaceutical products, leading early-stage biotechnology companies through late-stage clinical development and regulatory strategy, and serving as a director of other public and private biotechnology and pharmaceutical companies. Karen J. Wilson, CPA , has served on our Board since 2020. Ms. Wilson is a strategic biopharmaceutical finance executive and board member with more than 30 years of industry and leadership experience in life science companies across finance, strategy and risk management. She has served as an independent director and Chairperson of the Audit Committee for Elicio Therapeutics, Inc. (formerly Angion Biomedica Corp.) since 2020, an independent director, Chairperson of the Audit Committee and member of the Compensation Committee for LAVA Therapeutics B.V. since 2021, and an independent director, Chairperson of the Compensation Committee, Chairperson of the Nominating and Corporate Governance Committee and member of the Audit Committee for Serina Therapeutics, Inc. since January 2025. She previously served on the board of directors of Vaxart, Inc. from 2020 until 2022. She also previously served as Senior Vice President of Finance at Jazz Pharmaceuticals plc, an international biopharmaceutical company. Ms. Wilson is a Certified Public Accountant and received a B.S. in Business from the University of California, Berkeley. Our Nominating and Corporate Governance Committee and our Board believe that Ms. Wilson is qualified to serve on our Board due to her extensive expertise and experience in public company finance and accounting and as a director of other public biotechnology and pharmaceutical companies. Information Concerning Executive Officers and Key Employees Certain biographical information regarding each of our executive officers as of the date of this report, including age, position held with us, term of office, and business experience, is set forth below: Name Age Position Year Appointed Barry D. Quart, Pharm.D. 68 Chief Executive Officer and Director 2024 David Szekeres 51 President 2024 Lisa Peraza, CPA 48 Vice President, Finance 2024 Background information for Dr. Quart is described above under “Information Concerning the Board of Directors.” 137 TABLE OF CONTENTS David Szekeres , was appointed as President in June 2024. Mr. Szekeres is an experienced life science executive with a proven track record of creating value with deep operational, commercial, corporate development/strategy, and legal expertise. Mr. Szekeres was most recently Executive Vice President and Chief Operating Officer of Heron Therapeutics, Inc. until 2023. Prior to joining Heron in 2016, he was the Chief Business Officer and General Counsel of Regulus Therapeutics, a clinical-stage biotech company focused on RNA therapeutics and the Head of Mergers & Acquisitions at Life Technologies Corporation. Mr. Szekeres also holds positions as the Chair of the board of directors of GRI Bio, Inc. and is a member of the boards of directors of Colossal Biosciences Inc., CureMatch, Inc., and the Sanford Burnham Prebys Medical Discovery Institute. He received his J.D. from Duke University School of Law and earned his B.A. from the University of California, Irvine. Lisa Peraza, CPA , has served as Vice President, Finance since August 2024. She brings more than 25 years of finance and accounting experience, primarily in the biotechnology industry. Ms. Peraza was most recently Vice President, Chief Accounting Officer at Heron Therapeutics, Inc., a commercial-stage biotechnology company, until March 2024. Prior to joining Heron in 2014, she held key finance and accounting positions at Ardea Biosciences, Inc. and La Jolla Pharmaceutical Company. Ms. Peraza began her career with KPMG LLP. She received a B.A. degree from the University of California, Santa Barbara and is a licensed Certified Public Accountant in the State of California. Certain information regarding each of our key employees as of the date of this report, including age, position held with us, term of office, and business experience is set forth below: Name Age Position Year Appointed Kimberly J. Manhard 65 Executive Vice President, Chief Development Officer 2024 Jeff Cohn, J.D. 43 General Counsel and Corporate Secretary 2024 Raúl Collazo, Ph.D. 58 Vice President, Global Medical Affairs 2021 Lei Sun, Ph.D. 61 Vice President, Biologics and Head of CMC 2020 Kimberly J. Manhard , has served as Executive Vice President, Chief Development Officer since September 2024. Ms. Manhard is a biopharmaceutical executive with more than 25 years of clinical development, regulatory affairs, quality assurance, pharmacovigilance and pharmaceutical operations experience. Ms. Manhard previously served as the Senior Vice President of Global Strategic Planning and Execution for Acadia Pharmaceuticals, Inc. Prior to that, Ms. Manhard served as the Executive Vice President of Drug Development for Heron Therapeutics, Inc. from 2016 until 2023, and was instrumental in the development, registration, and commercial support of four drug products. Before that, Ms. Manhard served as Senior Vice President of Regulatory Affairs and Development Operations for Ardea Biosciences, Inc. (acquired by AstraZeneca, PLC in 2012), where she led the U.S., EU and rest of world registration activities. Previously, Ms. Manhard was President of her own consultancy firm, Vice President of Regulatory Affairs for Exelixis, Inc. and held multiple regulatory positions at Agouron Pharmaceuticals, Inc., supporting the development of anticancer and antiviral products. Ms. Manhard was also previously with Bristol-Myers Squibb Company in regulatory affairs, responsible for oncology compounds and infectious disease compounds. Ms. Manhard began her industry career in clinical research with Eli Lily and Company and G.H. Besselaar Associates (Covance Inc.). Ms. Manhard currently serves on the boards of directors of Inhibrx Biosciences, Inc. and Toragen, Inc., and previously served on the boards of directors of Shoreline Biosciences, Inc. and Heron Therapeutics, Inc. Ms. Manhard received a B.S. degree in zoology and a B.A. degree in French from the University of Florida. Jeff Cohn, J.D. , has served as General Counsel and Corporate Secretary since September 2024. He brings more than 15 years of extensive legal, business and life sciences experience. Mr. Cohn was most recently Vice President, Corporate Law at Vir Biotechnology, Inc., a clinical-stage biopharmaceutical company focused on serious infectious diseases and cancer. Prior to that, he held key positions of increasing responsibility at Heron Therapeutics, Inc. from 2016 until 2023, most recently serving as Executive Director, Assistant General Counsel and Assistant Secretary. He also previously held key positions of increasing responsibility at Becton, Dickinson and Company and Life Technologies Corporation. He began his career as a corporate associate at Faegre Drinker Biddle & Reath LLP (formerly Faegre Baker Daniels LLP). Mr. Cohn earned dual B.S. degrees in Business Economics and Public Policy and Entrepreneurship from the Indiana University Kelley School of Business and his law degree from the Indiana University Robert H. McKinney School of Law. Raúl Collazo, Ph.D. , has served as Vice President, Global Head of Medical Affairs and Strategy since 2021. He has over 25 years of Medical Affairs experience in small biotech and large pharmaceutical environments. Additionally, he brings extensive expertise advising pre-commercial life science companies on medical/scientific affairs, compliance, operations, and corporate strategy through his own consulting firm. Prior to joining Connect, he served in senior leadership positions in various organizations, including Principal, Head of Medical Affairs at Skysis/Fishawack Health (now Avalere 138 TABLE OF CONTENTS Health, LLC) from 2020 until 2021 and Vice President, Medical and Scientific Affairs at Biotheranostics, Inc., an oncology diagnostics company acquired by Hologic, Inc., from 2018 until 2020. Earlier in his career, Dr. Collazo served as Head of Medical Affairs for several companies working in the areas of gastroenterology, dermatology, inflammatory diseases, oncology, diabetes/obesity, and neurology. He earned his Ph.D. in Neurophysiology from the University of Oregon and completed postdoctoral training at the University of California, San Diego School of Medicine. Lei Sun, Ph.D. , has served as Vice President of Biologics and Head of CMC since January 2020. Dr. Sun has over 25 years of experience in pharmaceutical development of biologics focused on process development, CMC, and manufacturing operations. Prior to joining Connect, Dr. Sun served as Chief Technology Officer and Vice President of Manufacturing at AutekBio, Inc. Prior to that, Dr. Sun supported drug development at PERVICIA, UCB Pharma, Shire Pharmaceuticals and DSM/Crucell JV. Dr. Sun has more than 20 publications in peer-reviewed journals and was an inventor of multiple patents in biologics and process development. He received his Ph.D. in molecular biology and biochemistry from the University of Minnesota and completed his postdoctoral training in molecular immunology at Harvard Medical School. Family Relationships There are no family relationships between any of our directors or executive officers. Code of Ethics We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all our officers, directors and employees. The Code is available on our website at www.connectbiopharm.com. We expect that any amendment to, or a waiver from, the Code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K, will be disclosed on our website at www.connectbiopharm.com. The references herein to our website address do not constitute incorporation by reference of the information contained at or available through our website, and you should not consider any such information to be a part of this Annual Report on Form 10-K. Corporate Governance There were no material changes to the procedures by which security holders may recommend nominees to our Board during fiscal year 2024. We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee is comprised of Ms. Wilson, Mr. Huang and Ms. Liu. Ms. Wilson serves as the Chair of the Audit Committee. The Board has determined that all members of the Audit Committee satisfy the current independence and experience requirements of Rule 10A-3 of the Exchange Act and the current Nasdaq independence standards. The Board has also determined that Ms. Wilson qualifies as an “audit committee financial expert,” as defined in Item 407 of Regulation S-K. Our Board has adopted Corporate Governance Guidelines to ensure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our shareholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to, among other things, board composition, director qualification standards and selection criteria, director responsibilities, conflicts of interest, board meetings, board committees and compensation, involvement of senior management, succession planning, and risk management. The Board regularly reviews the Corporate Governance Guidelines. The Corporate Governance Guidelines are available on our website www.connectbiopharm.com. Insider Trading Policies and Procedures We have adopted insider trading policies and procedures governing the purchase, sale and other transactions in Company securities by the Company’s directors, officers and employees, and other covered persons, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards. Our Insider Trading Compliance Policy prohibits directors, officers and employees of the Company from engaging in hedging or similar arrangements with respect to the Company’s securities, including, without limitation, short sales and buying or selling puts, calls or other derivative securities (except for stock options granted by the Company). Pursuant to 139 TABLE OF CONTENTS the Insider Trading Compliance Policy, employees and directors are also prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. A copy of our Insider Trading Compliance Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1. 140 TABLE OF CONTENTS ITEM 11. EXECUTIVE COMPENSATION. Summary Compensation Table The table below sets forth certain compensation information for: (i) our current principal executive officer and any other individual who served in such capacity during our fiscal year ended December 31, 2024; (ii) our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2024; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2024 (together, our “Named Executive Officers”). Compensation information is shown for the years ended December 31, 2024 and 2023. Name and Principal Position Year Salary ($) Option Awards ($) (1) Non-Equity Incentive Plan Compensation ($) (2) All Other Compensation ($) Total ($) Current Executive Officers: Barry D. Quart, Pharm.D. (3) 2024 $ 360,208 $ 3,973,970 $ 178,065 $ 9,193 $ 4,521,436 Chief Executive Officer David Szekeres (4) 2024 $ 277,083 $ 2,739,770 $ 124,521 $ 7,701 $ 3,149,075 President Lisa Peraza, CPA (5) 2024 $ 156,061 $ 397,763 $ 50,135 $ 4,693 $ 608,652 Vice President, Finance Former Executive Officers: Zheng Wei, Ph.D. (6) 2024 $ 532,322 $ 294,657 $ — $ 1,549,574 $ 2,376,553 Former Chief Executive Officer 2023 $ 505,000 $ 257,268 $ 218,295 $ 9,900 $ 990,463 Wubin Pan, Ph.D. (7) 2024 $ 512,000 $ 255,369 $ — $ 1,315,961 $ 2,083,330 Former President 2023 $ 512,000 $ 222,966 $ 207,360 $ — $ 942,326 Steven Chan (8) 2024 $ 307,333 $ 296,443 $ — $ 466,056 $ 1,069,832 Former Chief Financial Officer 2023 $ 410,000 $ 115,381 $ 135,956 $ 9,900 $ 671,237 (1) This column represents the aggregate grant date fair value, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), for stock options granted to the Named Executive Officers in 2024 and 2023. The assumptions used in calculating the fair value of the stock options can be found under Note 9 to the Financial Statements in this Annual Report on Form 10-K. These amounts reflect the grant date fair value for these stock options and do not necessarily correspond to the actual value that will be realized by the Named Executive Officers. For additional information on stock options awarded to the Named Executive Officers, see below under “Outstanding Equity Awards at Fiscal Year-End.” (2) The amounts listed represent cash awards earned for the year under the Company’s annual cash incentive bonus program. (3) Dr. Quart was appointed as Chief Executive Officer and Director in June 2024. Pursuant to his executive employment agreement, his annual base salary was $650,000. The grant date fair value of the equity awards granted in 2024, as reflected under “Option Awards,” represents a new hire grant, as well as an annual grant for 2024 services awarded in December 2024. “All Other Compensation” listed for 2024 represents our matching contributions on behalf of the named individual to our 401(k) Plan. (4) Mr. Szekeres was appointed as President in June 2024. Pursuant to his executive employment agreement, his annual base salary was $500,000. The grant date fair value of the equity awards granted in 2024, as reflected under “Option Awards,” represents a new hire grant, as well as an annual grant for 2024 services awarded in December 2024. “All Other Compensation” listed for 2024 represents our matching contributions on behalf of the named individual to our 401(k) Plan. (5) Ms. Peraza was appointed as Vice President of Finance in August 2024, at which time her annual base salary was $400,000. The grant date fair value of the equity awards granted in 2024, as reflected under “Option Awards,” represents a new hire grant, as well as an annual grant for 2024 services awarded in December 2024. “All Other Compensation” listed for 2024 represents our matching contributions on behalf of the named individual to our 401(k) Plan. (6) Dr. Zheng ceased serving as our Chief Executive Officer on June 12, 2024, and thereafter served in a non-executive transitional role through December 31, 2024. Dr. Zheng did not earn a discretionary bonus under the annual cash incentive bonus program for 2024. “All Other Compensation” listed for 2024 includes $20,000 paid for legal, tax, and accounting fees and expenses incurred in connection with negotiating his transition agreement, severance of $1,528,262, which consists of (i) an amount equal to 12 months of his annual base salary, (ii) his target bonus for 2024, (iii) 18 months of COBRA premiums, and (iv) an amount related to certain stock option 141 TABLE OF CONTENTS modifications, and $1,312 for matching contributions on behalf of the named individual to our 401(k) Plan. “All Other Compensation” listed for 2023 represents our matching contributions on behalf of the named individual to our 401(k) Plan. (7) Dr. Pan ceased serving as our President on June 12, 2024 and thereafter served in a non-executive transitional role through December 31, 2024. Dr. Pan did not earn a discretionary bonus under the annual cash incentive bonus program for 2024. “All Other Compensation” listed for 2024 includes $20,000 paid for legal, tax, and accounting fees and expenses incurred in connection with negotiating his transition agreement, severance of $1,295,961, which consists of (i) an amount equal to 12 months of his annual base salary, (ii) his target bonus for 2024, (iii) 18 months of healthcare premiums, and (iv) an amount related to certain stock option modifications. (8) Mr. Chan’s employment with the Company ended on September 13, 2024. Mr. Chan did not earn a discretionary bonus under the annual cash incentive bonus program for 2024. “All Other Compensation” listed for 2024 includes severance paid to Mr. Chan under his employment agreement of $460,950 which consists of an amount equal to nine months of his annual base salary of $329,250 and an amount equal to 75% of his target performance bonus of $131,700, as well as our matching contributions on behalf of the named individual to our 401(k) Plan. “All Other Compensation” listed for 2023 represents our matching contributions on behalf of the named individual to our 401(k) Plan. Narrative to Summary Compensation Table Annual Base Salary The compensation of our Named Executive Officers is generally determined and approved by the Compensation Committee of our Board. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. Base salaries for our Named Executive Officers have generally been set at levels deemed necessary to attract and retain individuals with superior talents. The initial base salaries for Dr. Quart, Mr. Szekeres, and Ms. Peraza were set by their employment agreements or offer letter in connection with their commencement of employment. The base salaries actually received by our Named Executive Officers for 2024 are reflected in the Summary Compensation Table above. Performance Bonus Opportunity In addition to base salaries, certain of our Named Executive Officers were eligible to receive annual cash bonuses in 2024. While the Compensation Committee considers our overall corporate achievement during the year, individual achievement is also considered and the final annual bonus payouts for 2024 remained within the discretion of the Compensation Committee or the Board. For 2024, Dr. Quart, Mr. Szekeres, and Ms. Peraza had target bonuses of 55%, 50%, and 35% of their base salaries, respectively, and the annual bonuses paid to each of them based on the Compensation Committee’s evaluation of the Company’s achievements and their individual performance for 2024 are reflected in the Summary Compensation Table above. No discretionary annual bonuses for 2024 were awarded to Drs. Zheng or Pan or to Mr. Chan. Equity-Based Incentive Awards Our equity-based incentive awards are designed to align our interests and those of our shareholders with those of our employees, including our Named Executive Officers. The Board or the Compensation Committee is responsible for approving equity grants. Since our initial public offering and prior to 2024, we have granted equity awards under the terms of 2021 Plan. In connection with the new hire awards to Dr. Quart and Mr. Szekeres, our Board adopted the Inducement Plan. Stock options have an exercise price no less than the fair market value per share on the date of grant and vest over four years, with 25% vesting on the first anniversary of the date of grant, and then with respect to the remaining shares on a ratable monthly basis over the next three years, subject to their continuous service with the Company as of each applicable vesting date. The options granted to Dr. Quart, Mr. Szekeres, and Ms. Peraza are subject to potential accelerated vesting in connection with a qualifying termination of employment or change in control, as described below under the subsection titled “Employment Arrangements with our Current Named Executive Officers.” The equity awards granted to our Named Executive Officers during 2024 that remained outstanding at December 31, 2024, are reflected in the Outstanding Equity Awards at Year End table below. 142 TABLE OF CONTENTS Outstanding Equity Awards at Year End The following table provides information concerning outstanding stock options held by each Named Executive Officer as of December 31, 2024, in respect of ordinary shares: Option Awards Number of Securities Underlying Unexercised Options Name Exercisable (#) Unexercisable (#) (1) Option Exercise Price ($) Option Grant Date Option Expiration Date Current Executive Officers: Barry D. Quart, Pharm.D. — 2,658,734 $ 1.77 06/12/2024 06/12/2034 — 432,392 $ 0.97 12/26/2024 12/26/2034 David Szekeres — 1,772,489 $ 1.77 06/12/2024 06/12/2034 — 409,355 $ 0.97 12/26/2024 12/26/2034 Lisa Peraza, CPA — 400,000 $ 1.15 08/12/2024 08/12/2034 — 55,318 $ 0.97 12/26/2024 12/26/2034 Former Executive Officers: Zheng Wei, Ph.D. 143,678 — $ 8.16 12/11/2020 03/31/2025 311,171 — $ 11.69 02/20/2021 03/31/2025 142,552 — $ 4.12 03/01/2022 12/31/2025 158,125 — $ 1.27 03/01/2023 12/31/2025 Wubin Pan, Ph.D. 143,678 — $ 8.16 12/11/2020 03/31/2025 311,171 — $ 11.69 02/20/2021 03/31/2025 121,479 — $ 4.12 03/01/2022 12/31/2025 137,041 — $ 1.27 03/01/2023 12/31/2025 71,500 — $ 1.18 03/01/2024 12/31/2025 Steven Chan 213,125 — $ 4.26 12/01/2021 09/13/2025 61,666 — $ 1.27 03/01/2023 09/13/2025 (1) Options have a term of 10 years from the date of grant. Options vest over four years, with 25% vesting on the first anniversary of the date of grant, and then with respect to the remaining shares on a ratable monthly basis over the next three years, subject to each individual’s continuous service with the Company as of each applicable vesting date. 143 TABLE OF CONTENTS Agreements with Current Executive Officers We have entered into employment agreements or offer letters with each of our current executive officers. The employment agreements or offer letters generally provide for at-will employment and set forth, among other things, the individual’s initial base salary, target bonus percentage, equity award grants, severance terms, and eligibility for employee benefits. In addition, each of our current executive officers has executed a form of our standard confidential information and invention assignment agreement. The material terms of the agreements or offer letters with our current executive officers are described below. Employment Agreement with Barry D. Quart, Pharm.D. Effective June 12, 2024, Connect Biopharm LLC entered into an employment agreement with Barry D. Quart, Pharm.D. setting forth the terms of his employment as the Chief Executive Officer of Connect Biopharm LLC and the Company. Pursuant to the agreement, Dr. Quart was entitled to an initial annual base salary of $650,000, which amount is subject to annual review by and at the sole discretion of the Board. Dr. Quart’s employment agreement provides that he may be eligible to earn an annual performance-based bonus with a target amount equal to 55% of his annual base salary. In addition, Dr. Quart is entitled to reimbursement of up to $10,000 for his expenses incurred in connection with relocating to San Diego. Pursuant to his employment agreement, if we terminate Dr. Quart’s employment other than for cause or Dr. Quart terminates his employment for good reason (each as defined in his employment agreement), he is entitled to the following payments and benefits, subject (except as provided below) to his timely execution and non-revocation of a general release of claims in favor of the Company: (1) his fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, any annual bonus payable for any prior calendar year (to the extent not previously paid), plus all other amounts under any compensation plan or practice to which he is entitled, (2) a payment equal to 18 months of his then-current base salary, payable in a lump sum payment 60 days following the termination date; (3) a payment equal to his target annual bonus for the calendar year in which the termination date occurs, payable in a lump sum payment 60 days following the termination date; (4) payment of the COBRA premiums for him and his eligible dependents until the earliest of (a) the expiration of 18 months following his termination date, (b) expiration of his eligibility for continuation coverage under COBRA, or (c) the date he becomes eligible for health insurance coverage in connection with his new employment; (5) 12 months of accelerated vesting of any outstanding time-based awards; and (6) 12 months’ extension of the post-termination exercise period of his outstanding stock options. In the event that such termination occurs during the period beginning two (2) months prior to and ending twelve (12) months following a change in control of the Company (as defined in his employment agreement), in lieu of the benefits described above, Dr. Quart is entitled to the following payments and benefits, subject to his timely execution and non-revocation of a general release of claims in favor of the Company: (1) his fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, any annual bonus payable for any prior calendar year (to the extent not previously paid), plus all other amounts under any compensation plan or practice to which he is entitled, (2) a payment equal to 24 months of his then-current base salary, payable in a lump sum payment 60 days following the termination date; (3) a payment equal to his target annual bonus for the calendar year in which the termination date occurs, payable in a lump sum payment 60 days following the termination date; (4) payment of the COBRA premiums for him and his eligible dependents until the earliest of (a) the expiration of 24 months following his termination date, (b) expiration of his eligibility for continuation coverage under COBRA, or (c) the date he becomes eligible for health insurance coverage in connection with his new employment; (5) 100% acceleration of all of his outstanding time-based awards effective as of the later of (i) the effective date of the release, or (ii) the date of such change in control (provided, that, the accelerated vesting of any stock awards that are performance-based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted); and (6) 12 months’ extension of the post-termination exercise period of his outstanding stock options. In the event we terminate Dr. Quart’s employment for cause, he terminates his employment without good reason, or upon his death or permanent disability, he is entitled to receive only his fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, any annual bonus payable for any prior calendar year (to the extent not previously paid), plus all other amounts under any compensation plan or practice to which he is entitled. Employment Agreement with David Szekeres Effective June 12, 2024, Connect Biopharm LLC entered into an employment agreement with David Szekeres, setting forth the terms of his employment as the President of the Company. Pursuant to the agreement, Mr. Szekeres was 144 TABLE OF CONTENTS entitled to an initial annual base salary of $500,000, which amount is subject to annual review by and at the sole discretion of the Board. Mr. Szekeres’s employment agreement provides that he may be eligible to earn an annual performance-based bonus with a target amount equal to 50% of his annual base salary. Pursuant to his employment agreement, if we terminate Mr. Szekeres’s employment other than for cause or Mr. Szekeres terminates his employment for good reason (each as defined in his employment agreement), he is entitled to the following payments and benefits, subject (except as provided below) to his timely execution and non-revocation of a general release of claims in favor of the Company: (1) his fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, any annual bonus payable for any prior calendar year (to the extent not previously paid), plus all other amounts under any compensation plan or practice to which he is entitled, (2) a payment equal to 18 months of his then-current base salary, payable in a lump sum payment 60 days following the termination date; (3) a payment equal to his target annual bonus for the calendar year in which the termination date occurs, payable in a lump sum payment 60 days following the termination date; (4) payment of the COBRA premiums for him and his eligible dependents until the earliest of (a) the expiration of 18 months following his termination date, (b) expiration of his eligibility for continuation coverage under COBRA, or (c) the date he becomes eligible for health insurance coverage in connection with his new employment; (5) 12 months of accelerated vesting of any outstanding time-based awards; and (6) 12 months’ extension of the post-termination exercise period of his outstanding stock options. In the event that such termination occurs during the period beginning two (2) months prior to and ending twelve (12) months following a change in control of the Company (as defined in his employment agreement), in addition to the severance payments and benefits described above, Mr. Szekeres is entitled to 100% acceleration of all of his outstanding time-based awards effective as of the later of (1) the effective date of the release, or (2) the date of such change in control (provided, that, the accelerated vesting of any stock awards that are performance-based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted). In the event we terminate Mr. Szekeres’s employment for cause, he terminates his employment without good reason, or upon his death or permanent disability, he is entitled to receive only his fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, any annual bonus payable for any prior calendar year (to the extent not previously paid), plus all other amounts under any compensation plan or practice to which he is entitled. Offer Letter for Lisa Peraza, CPA Effective August 7, 2024, Connect Biopharm LLC entered into an offer letter with Lisa Peraza, CPA, setting forth the terms of her employment as the Vice President, Finance of the Company. Pursuant to the offer letter, Ms. Peraza was entitled to an initial annual base salary of $400,000. Ms. Peraza’s offer letter provides that she may be eligible to earn an annual performance-based bonus with a target amount equal to 35% of her annual base salary. Pursuant to her offer letter, if we terminate Ms. Peraza’s employment other than for cause or Ms. Peraza terminates her employment for good reason (each as defined in her offer letter), she is entitled to the following payments and benefits, subject (except as provided below) to her timely execution and non-revocation of a general release of claims in favor of the Company: (1) her fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which she is entitled, (2) a payment equal to (a) 9 months of her then-current base salary if such termination occurs outside of the twelve (12) month period following a change in control of the Company (as defined in her offer letter) (the “Change in Control Period”) or (b) 12 months of her then-current base salary if such termination occurs during the Change in Control Period, in either case payable in a lump sum payment within 10 days following the effective date of her release agreement; (3) a payment equal to (a) 75% of her target annual bonus for the calendar year in which the termination date occurs if such termination occurs outside of the Change in Control Period or (b) 100% of her target annual bonus for the calendar year in which the termination date occurs if such termination occurs during the Change in Control Period, in either case payable in a lump sum payment within 10 days following the effective date of her release agreement; and (4) payment of the COBRA premiums for her and her eligible dependents until the earliest of (a) the expiration of nine months following her termination date if such termination occurs outside of the Change in Control Period, or the expiration of 12 months following her termination date if such termination occurs during the Change in Control Period, (b) expiration of her eligibility for continuation coverage under COBRA, or (c) the date she becomes eligible for health insurance coverage in connection with her new employment. In the event that such termination occurs during the Change in Control Period, in addition to the severance payments and benefits described above, Ms. Peraza is entitled to 100% acceleration of all of her outstanding time-based awards effective as of the date of the release (provided, that, the accelerated vesting of any stock awards that are performance- 145 TABLE OF CONTENTS based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted). In the event we terminate Ms. Peraza’s employment for cause, she terminates her employment without good reason, or upon her death or permanent disability, she is entitled to receive only her fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which she is entitled. Agreements with Former Executive Officers Transition Agreements with Zheng Wei, Ph.D. and Wubin Pan, Ph.D. Effective June 12, 2024, we entered into an employment transition agreement (the “Zheng Transition Agreement”) with Zheng Wei, Ph.D. Pursuant to the Zheng Wei Transition Agreement, Dr. Zheng agreed to serve as a non-executive employee in the role of Senior Advisor to the Company until the earlier of (i) December 31, 2024, or (ii) the date on which Dr. Zheng’s employment terminated. Dr. Zheng’s employment terminated on December 31, 2024. While Dr. Zheng continued to serve as Senior Advisor, he received a base salary of $539,000 per year, remained bonus eligible with the same target bonus opportunity, participated in the Company’s employee benefit plans, received reimbursements for reasonable out-of-pocket business expenses, was entitled to vacation or paid time off in accordance with applicable Company policy, and his equity awards continued to vest according to their terms. Under the Zheng Transition Agreement, upon his termination of employment he was eligible to receive the severance benefits described in the Summary Compensation Table above. Effective July 25, 2024, we entered into an employment transition agreement (the “Pan Transition Agreement”) with Wubin Pan, Ph.D. Pursuant to the Pan Transition Agreement, Dr. Pan agreed to serve as a non-executive employee in the role of General Manager of Greater China Operations of the Company until the earlier of (i) December 31, 2024, or (ii) the date on which Dr. Pan’s employment terminated. While Dr. Pan continued to serve as General Manager of Greater China Operations, he received a base salary of $512,000 per year, remained bonus eligible with the same target bonus opportunity, participated in the Company’s employee benefit plans, received reimbursements for reasonable out-of-pocket business expenses, was entitled to vacation or paid time off in accordance with applicable Company policy, and his equity awards continued to vest according to their terms. Upon expiration of the Transition Period (as defined in the Pan Transition Agreement) and the release required under the Pan Transition Agreement becoming effective, Dr. Pan also received acceleration of 25% of the stock options underlying his annual equity award granted in 2024. Under the Pan Transition Agreement, upon his termination of employment he was eligible to receive the severance benefits described in the Summary Compensation Table above. Other Elements of Compensation Health and Welfare and Retirement Benefits; Perquisites All of our current executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, disability and life insurance plans, in each case on the same basis as all of our other employees. We generally do not provide perquisites or personal benefits to our executive officers except in limited circumstances. 401(k) Plan Our current executive officers are eligible to participate in a defined contribution retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directors. The 401(k) plan is intended to be qualified under Section 401(a) of the Code and with 401(k) of the plan’s related trust intended to be exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earns on those contributions are not taxable to the employees until distributed from the 401(k) plan. Under our 401(k) plan, we make matching contributions of 50% up to 6%. Our Board may elect to adopt qualified or nonqualified benefit plans in the future, if it determines that doing so is in our best interests. Nonqualified Deferred Compensation 146 TABLE OF CONTENTS We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our Board may elect to provide our officers and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests. Director Compensation The table below shows, for the fiscal year ended December 31, 2024, information with respect to the compensation of all our non-employee directors. Directors (1) Fees Earned or Paid in Cash ($) Option Awards ($) (2) Total ($) Kan Chen, Ph.D.* $ — $ — $ — James Z. Huang, MBA* $ — $ — $ — Jean Liu, J.D. $ 57,500 $ 28,484 $ 85,984 Karen J. Wilson, CPA $ 62,500 $ 28,484 $ 90,984 Kleanthis G. Xanthopoulos, Ph.D. $ 68,589 $ 80,538 $ 149,127 *Dr. Chen and Mr. Huang were ineligible to receive compensation for their service as directors per our Non-Employee Director Compensation Program. (1) The aggregate number of ordinary shares subject to outstanding stock options held by each director listed in the table above as of December 31, 2024 was as follows: no ordinary shares underlying stock options for Dr. Chen or Mr. Huang, 102,988 ordinary shares underlying stock options for Ms. Liu, 158,208 ordinary shares underlying stock options for Ms. Wilson, and 218,900 ordinary shares underlying stock options for Dr. Xanthopoulos. (2) This column represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718 for stock options granted to the directors in 2024. The assumptions used in calculating the fair value of the stock options can be found under Note 9 to the Financial Statements in this Annual Report on Form 10-K. These amounts reflect the grant date fair value for these stock options and do not necessarily correspond to the actual value that will be realized by the directors. Non-Employee Director Compensation Program Our Board initially approved a Non-Employee Director Compensation Program effective January 1, 2022, which was amended as of January 30, 2024 (our “Director Compensation Program”). Under our Director Compensation Program, each of our eligible non-employee directors is paid a cash retainer for his or her service on our Board and an additional cash retainer for any service as a member of a committee of the Board. The chairperson of each committee receives a larger retainer than other members of such committee for his or her service as chairperson. Our lead independent director is also eligible to receive an additional retainer for such service. These retainers are payable in arrears in four equal quarterly installments not later than 30 days following the end of each calendar quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board. In 2024, each eligible non-employee director received cash retainers as follows: $40,000 for service as a director, $17,500 for service as Lead Independent Director, $15,000 for service as Chairperson of the Audit Committee, $7,500 for service as a member of the Audit Committee, $10,000 for service as Chairperson of the Compensation Committee, $7,500 for service as a member of the Compensation Committee, $10,000 for service as Chairperson of the Nominating and Corporate Governance Committee, and $7,500 for service as a member of the Nominating and Corporate Governance Committee. Additionally, following Dr. Xanthopoulos’s appointment as Chairman of the Board during 2024, the Board (excluding Dr. Xanthopoulos, who recused himself from the matter) determined to provide Dr. Xanthopoulos with an annual retainer in the amount of $40,000 for his service as Chairman of the Board, which he could elect to receive in the form of cash or, alternatively, in a stock option to purchase ordinary shares of the Company (the “Chairman Retainer”). In 2024, Dr. Xanthopoulos elected to receive the Chairman Retainer in the form of a stock option to purchase 46,512 ordinary shares of the Company vesting in full on the one-year anniversary of the applicable grant date, subject to Dr. Xanthopoulos’s continued service as a director. Our Director Compensation Program further provides that any director who is representing, designated by, or affiliated with, an investor or a group of investors that owns beneficially 5% or more of outstanding ordinary shares of the Company shall not be eligible to receive any compensation in connection with his or her service on our Board. As a result, Dr. Chen and Mr. Huang were ineligible to receive any compensation in connection with their service on our Board for the fiscal year ended December 31, 2024. 147 TABLE OF CONTENTS Pursuant to our Director Compensation Program in effect for 2024, each non-employee director newly elected or appointed to the Board was entitled to receive an initial equity award as determined by the Board at the time of such initial election or appointment (each, an “Initial Option Award”). Further, each eligible director who is serving on our Board as of the first trading day of March each calendar year beginning with calendar year 2024 is automatically granted on such date a stock option to purchase 26,450 ordinary shares of the Company (each, an “Annual Award”). Each Annual Award vests in full on the one-year anniversary of the applicable grant date, subject to the director’s continued service as a director. Additionally, an eligible director who is serving as our Lead Independent Director as of the first trading day of March each calendar year is automatically granted on such date an additional stock option to purchase 7,090 ordinary shares of the Company (the “Lead Independent Director Award”). Each Lead Independent Director Award vests in full on the one-year anniversary of the applicable grant date, subject to the director’s continued service as a director. The Chairman Retainer (if received in the form of a stock option to purchase ordinary shares of the Company), the Initial Option Awards, the Annual Awards and the Lead Independent Director Awards (together, the “Awards”) are granted under and are subject to the terms and provisions of the Equity Plan (as defined in the Director Compensation Program). In addition, each Award shall vest upon a Change in Control (as defined in the Equity Plan). The per share exercise price of each Award is equal to Fair Market Value (as defined in the Equity Plan) of an ordinary share on the date the Award is granted. The term of each Award is ten years from the date the Award is granted. Risk Management Related to Compensation Policies and Practices The Compensation Committee is responsible for the design and oversight of our compensation philosophy, policies, plans and practices, including ensuring that we appropriately align the interests of our executives and employees with our shareholders and that the elements of our compensation policies and practices do not encourage excessive risk-taking. Clawback Policy We have adopted a policy on the recovery of erroneously awarded incentive compensation that is compliant with the Nasdaq Listing Rules (our “Clawback Policy”). A copy of our Clawback Policy is filed with this Annual Report on Form 10-K as Exhibit 97 and is available on our website at www.connectbiopharm.com. Equity Award Grant Practices We do not have any formal policy that requires us to grant, or avoid granting, equity-based compensation to our executive officers at certain times. The Compensation Committee has historically approved grants of annual equity awards in March of each year as part of our annual compensation cycle. The timing of any equity grants to newly-hired employees, including our executive officers, or in connection with promotions, or other non-routine grants is generally tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). Any such grants to executive officers are generally approved at meetings of the Committee or the Board, except under extraordinary circumstances. The Board and the Compensation Committee do not time grants for the purpose of affecting the value of executive compensation and generally grant awards without regard to the share price or the timing of the release of material nonpublic information. For all stock option awards, the exercise price is no less than the closing price of our ADSs on the date of the grant. The following table sets forth information for certain stock options granted to the Named Executive Officers during 2024. In the event an issuer grants stock options or option-like instruments within the period commencing four business days prior to and ending one business day following the filing by the Company of an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K containing material nonpublic information as required under Item 402(x) of Regulation S-K, Item 402(x) of Regulation S-K requires tabular disclosure of certain information related to such awards. As a foreign private issuer during 2024, the Company did not file an Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K; however, the table below is being provided because the stock option grants made to Dr. Quart and Mr. Szekeres in connection with the commencement of their employment during 2024 were granted on the same day as the filing by the Company of a Form 6-K containing material nonpublic information, including the disclosure of their appointments: 148 TABLE OF CONTENTS Name Grant Date Number of Securities Underlying the Award Grant Date Fair Value of the Award Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of MNPI and the Trading Day Beginning Immediately Following the Disclosure of MNPI Barry D. Quart, Pharm.D. 06/12/2024 2,658,734 $ 1.37 ( 5 )% David Szekeres 06/12/2024 1,772,489 $ 1.37 ( 5 )% 149 TABLE OF CONTENTS ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 21, 2025 (except as otherwise noted below) by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding ordinary shares; (ii) each of our directors; (iii) each of our Named Executive Officers; and (iv) all current directors and executive officers, as a group. The table is based upon information supplied by our officers, directors, and principal stockholders, Schedules 13D and 13G filed with the SEC, and other sources believed to be reliable by us. Unless otherwise indicated, the address of each of the named individuals is c/o Connect Biopharma Holdings Limited, 3580 Carmel Mountain Road, Suite 200, San Diego, California 92130. The percentage of ownership is based on 55,349,208 ordinary shares issued and outstanding as of March 21, 2025. Beneficial ownership of shares is determined in accordance with Rule 13d-3 under the Exchange Act. Ordinary shares issuable upon conversion, exercise or vesting, as applicable, of outstanding options, as the case may be, within 60 days of March 21, 2025, are deemed to be beneficially owned and outstanding for purposes of calculating the number of shares and the percentage ownership of the person holding such options. Except as otherwise noted and subject to community property laws where applicable, to our knowledge, each person listed below has sole voting and investment power with respect to the shares indicated as beneficially owned. Name Number of Shares Beneficially Owned** Percent of Class Greater than 5% Holders: Entities affiliated with Panacea Opportunity Fund I, L.P. (1) 13,760,000 24.9% Zheng Wei, Ph.D. (2) 6,683,690 11.9% BioFortune, Inc. (3) 6,158,016 11.1% Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership) (4) 5,306,149 9.6% Entities affiliated with Qiming Venture Partners (5) 4,840,898 8.7% Advantech Capital II Connect Partnership L.P. (6) 4,762,185 8.6% Entities affiliated with Lily Asia Ventures (“LAV”) (7) 3,336,907 6.0% Named Executive Officers and Directors: Barry D. Quart, Pharm.D. (8) 131,887 * Kleanthis G. Xanthopoulos, Ph.D. (9) 252,388 * Kan Chen, Ph.D. (10) — — James Z. Huang (1) 13,760,000 24.9% Jean Liu, J.D. (11) 102,988 * Karen J. Wilson, CPA (12) 168,208 * David Szekeres (13) 160,867 * Lisa Peraza, CPA — — Zheng Wei, Ph.D. (2) 6,683,690 11.9% Wubin Pan, Ph.D. (3) (14) 6,982,267 12.4% Steven Chan (15) 284,791 * All current executive officers and directors as a group (16) 14,576,338 26.1% *Indicates beneficial ownership of less than 1% of the total outstanding ordinary shares. **Includes ordinary shares represented by ADSs. (1) Panacea Venture Healthcare Fund II, L.P. stated that it holds 13,760,000 ordinary shares. James Huang is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd., which is the general partner of Panacea Venture Healthcare Fund II, L.P. James Huang, a member of our Board, is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd., which is the general partner of Panacea Venture Healthcare Fund II, L.P. As a result, each of James Huang, Panacea Innovation Limited and Panacea Venture Healthcare Fund II GP Company, Ltd. may be deemed to share beneficial ownership of the Ordinary Shares directly reported herein, but each disclaims such beneficial 150 TABLE OF CONTENTS ownership. The registered address of the Panacea entities is c/o Maples Corporate Services Limited, Ugland House, Grand Cayman KY1-1104, Cayman Islands. (2) As reported on a Schedule 13G/A filed February 13, 2024, Dr. Zheng holds 5,928,164 ordinary shares. In addition, as of March 21, 2025, Dr. Zheng beneficially owns 755,526 ordinary shares underlying options that are exercisable. (3) As reported on a Schedule 13G/A filed February 13, 2024, BioFortune Inc., a company limited by shares organized under the laws of the British Virgin Islands, stated that it holds 6,158,016 ordinary shares. Dr. Wubin Pan, our former President and Chairman of the Board, is the sole shareholder of BioFortune Inc. and may be deemed to have voting and investment power over such shares. Dr. Pan disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The registered address of BioFortune Inc. is Coastal Building, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands. (4) As reported on a Schedule 13G filed on February 13, 2023, consists of 5,306,149 ordinary shares held by Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership), a limited partnership formed under the laws of the PRC. Suzhou Xiangtang Venture Investment Limited, a limited liability company organized under the laws of the PRC and the ultimate shareholders of which are Mr. Gu Zhenqi and Mr. Gu Jianping, is the general partner of Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership). The registered address of Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership) is 1/F, Block 1, No. 251, Yao Hua Road, Pilot Free Trade Zone, Shanghai, PRC. The business address of Suzhou Xiangtang Venture Investment Limited, Mr. Gu Zhenqi and Mr. Gu Jianping is 9th Floor, Xiangtang Building, No. 168 East Shanghai Road, Taicang, Jiangsu Province, PRC. (5) As reported on a Schedule 13G/A filed on February 14, 2023, represents (i) 96,285 ordinary shares held by Qiming Managing Directors Fund V, L.P., a Cayman Islands exempted limited partnership, (ii) 3,102,470 ordinary shares held by Qiming Venture Partners V, L.P., a Cayman Islands exempted limited partnership, (iii) 14,993 ordinary shares held by Qiming VII Strategic Investors Fund, L.P., a Cayman Islands exempted limited partnership, and (iv) 1,627,150 ordinary shares held by Qiming Venture Partners VII, L.P., a Cayman Islands exempted limited partnership. The general partner of Qiming Venture Partners V, L.P. is Qiming GP V, L.P., whose general partner is Qiming Corporate GP V, Ltd., a Cayman Islands exempted company. Qiming Corporate GP V, Ltd. is also the general partner of Qiming Managing Directors Fund V, L.P. The voting and investment power of the shares held by Qiming Managing Directors Fund V, L.P. and Qiming Venture Partners V, L.P. in our company is exercised by Qiming Corporate GP V, Ltd., which is beneficially owned by Messrs. Duane Kuang, Gary Rieschel, and Nisa Leung. The general partner of Qiming Venture Partners VII, L.P. and Qiming VII Strategic Investors Fund, L.P. is Qiming GP VII, LLC, a Cayman Islands limited liability company. The voting and investment power of the shares held by Qiming Venture Partners VII, L.P. and Qiming VII Strategic Investors Fund, L.P. in our company are exercised by Qiming GP VII, LLC, which is beneficially owned by Messrs. Duane Kuang, Gary Rieschel, and Nisa Leung. Messrs. Duane Kuang, Gary Rieschel, and Nisa Leung disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The registered address of the Qiming entities is M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. (6) As reported on Schedule 13G filed on February 15, 2022, consists of 4,762,185 ordinary shares held by Advantech Capital II Connect Partnership L.P., a Cayman Islands exempted limited partnership, or Advantech. Advantech Capital II Investment Partners Limited, an exempted company incorporated under the laws of the Cayman Islands, is the general partner of Advantech and may be deemed to beneficially own specific shares held by Advantech. Advantech Capital II Investment Partners Limited is beneficially owned and controlled by Advantech Capital Partners II Limited, which in turn is ultimately controlled by Hebert Pang Kee Chan. Mr. Chan disclaims beneficial ownership of the shares held by Advantech, except to the extent of any pecuniary interest therein. The registered address of the Advantech entities is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. (7) As reported consists of (i) 1,824,605 ordinary shares held by LAV Biosciences Fund V, L.P., (ii) 300,000 ordinary shares held by LAV Star Limited, (iii) 300,000 ordinary shares held by LAV Opportunities Limited, and (iv) 912,302 ordinary shares held by Orchids Limited. The address of the LAV entities is Lilly Asia Ventures Rom 606-7, St. George's Building, 2 Ice House Street, Central, Hong Kong. (8) Represents ordinary shares held by Dr. Quart. (9) Includes 80,000 ordinary shares and 172,388 ordinary shares underlying options held by Dr. Xanthopoulos that are exercisable within 60 days after March 21, 2025. (10) Dr. Chen is a partner at Qiming Venture Partners. Dr. Chen does not share beneficial ownership of the Ordinary Shares owned by Qiming Venture Partners and its affiliates. (11) Represents ordinary shares underlying options held by Ms. Liu that are exercisable within 60 days after March 21, 2025. (12) Includes 10,000 ordinary shares and 158,208 ordinary shares underlying options held by Ms. Wilson that are exercisable within 60 days after March 21, 2025. (13) Represents ordinary shares held by Mr. Szekeres. (14) Includes 6,158,016 ordinary shares held by BioFortune Inc. (see note 3) and 39,382 ordinary shares held of record by Dr. Pan’s spouse. In addition, as of March 21, 2025, Dr. Pan beneficially owns 784,869 ordinary shares underlying options that are exercisable. (15) Includes 10,000 ordinary shares and 274,791 ordinary shares underlying options held by Mr. Chan that are exercisable within 60 days after March 21, 2025. (16) Includes 14,142,754 ordinary shares and 433,584 ordinary shares underlying options held by all current executive officers and directors that are exercisable within 60 days after March 21, 2025. 151 TABLE OF CONTENTS Equity Compensation Plan Information The table below sets forth information with respect to compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2024. Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options (a) Weighted-Average Exercise Price of Outstanding Options ($) (1) Number of Securities Remaining Available for Future Issuance Under Equity-Based Compensation Plans (Excluding Securities Reflected in Column (a)) Equity compensation plans approved by security holders: Stock option and award plans 9,832,019 (2) $ 3.45 4,374,174 (3) ESPP — $ — 1,020,251 (3) Equity compensation plans not approved by security holders (4) 4,431,223 $ 1.77 68,777 14,263,242 $ 2.93 5,463,202 (1) Represents the weighted-average exercise price of outstanding options. (2) Includes 8,342,574 ordinary shares that were subject to outstanding option awards as of December 31, 2024 under the 2021 Plan and 1,489,445 ordinary shares that were subject to outstanding option awards as of December 31, 2024 under the 2019 Plan. (3) These amounts do not include any additional shares that may become available for future issuance under the 2021 Plan pursuant to the automatic increase to the share reserve on January 1 of each of our calendar years beginning 2025 and continuing through 2031 by the number of shares equal to the lesser of (i) 5% of the total outstanding ordinary shares as of the immediately preceding December 31, and (ii) such smaller number of shares as is determined by our Board. Additionally, this amount does not include any additional shares that may become available for future issuance under the Company’s ESPP pursuant to the automatic increase to the share reserve on January 1 of each of our calendar years beginning 2025 and continuing through 2031 by the number of shares equal to the lesser of (i) 1% of the total outstanding ordinary shares as of the immediately preceding December 31, and (ii) such smaller number of shares as determined by the Board. (4) Consists of the Inducement Plan. The terms of the Inducement Plan are substantially similar to the terms of the 2021 Plan with the exception that incentive stock options may not be issued under the Inducement Plan and awards under the Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq rules. The Inducement Plan was adopted by the Board without shareholder approval pursuant to Nasdaq listing rules. The Board initially reserved 4,500,000 ordinary shares for issuance pursuant to awards granted under the Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to an employee who has not previously been an employee or member of the Board or any subsidiary, or following a bona fide period of non-employment by the Company or a subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Related Persons Transactions Policies and Procedures Pursuant to our written Related Person Transaction Policy and the procedures set forth therein, our executive officers, directors, and principal shareholders, including their immediate family members and affiliates, are prohibited from entering into a related person transaction with us without the approval of our Audit Committee. Except for certain limited types of pre-approved transactions specifically enumerated in the Related Person Transaction Policy, any request for us to enter into a transaction with an executive officer, director, principal shareholder, or any of such persons’ immediate family members or affiliates, in which the amount involved exceeds $120,000, must first be presented to our Audit Committee for review, consideration and approval. In approving or rejecting the proposed agreement, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant, including, but not limited to, the terms of the transaction and whether they are comparable to those that could be obtained in arm’s length dealings with an unrelated third party, whether the transaction arose in the ordinary course of business, the nature of the related party’s interest in the transaction, the conflicts of interest and corporate opportunity provisions of our organizational documents and our Code, 152 TABLE OF CONTENTS the significance of the transaction to us and the related party, the nature of the related party’s relationship with us and whether the transaction would be likely to impair (or create an appearance of impairing) the judgement of a director or executive officer to act in our best interest. Our Audit Committee shall approve only those agreements that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our Audit Committee determines in the good faith exercise of its discretion. No director may participate in the approval of a related person transaction for which he or she is a related person. Since January 1, 2024, there have not been any, nor are there any currently proposed, transactions or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at fiscal year-end for the last two completed fiscal years, and in which any of our directors or executive officers, any holder of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than the compensation arrangements with our executive officers and non-employee directors described above in the sections titled “Executive Compensation” and “Director Compensation,” respectively. Director Independence Under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a domestic listed company’s board of directors must qualify as “independent,” as affirmatively determined by its board of directors. The Board consults with our counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of their family members, and us, senior management and our independent registered public accounting firm, the Board has affirmatively determined that all our current directors are independent directors within the meaning of the applicable Nasdaq listing standards except for Dr. Quart. The Board has also affirmatively determined that all our current Board committee members are independent directors within the meaning of the applicable Nasdaq listing standards. In making these determinations, the Board found that none of these individuals had a material or other disqualifying relationship with us, except for Dr. Quart, who is not an independent director within the meaning of the applicable Nasdaq listing standards due to his role as an Executive Officer of the Company. Corporate Governance Practices As a Cayman Islands exempted company incorporated with limited liability, we are subject to various corporate governance requirements under Cayman Islands law. In addition, as a foreign private issuer listed on Nasdaq, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq’s listing standards provide that foreign private issuers are permitted to follow home country corporate governance practices in lieu of the Nasdaq rules, with some exceptions. Some corporate governance practices in Cayman Islands may differ significantly from corporate governance listing standards. Other than as set forth below, we currently intend to comply with the corporate governance listing standards of Nasdaq to the extent possible under Cayman Islands law. However, we may choose to change such practices to follow home country practice in the future. In addition, Nasdaq rules require that a listed company specify that the quorum for any meeting of the holders of share capital be at least 33 1/3% of the outstanding shares of the company’s common voting stock. As provided under our post-listing amended and restated memorandum and articles of association, and as permitted by Cayman Islands law, a quorum required for and throughout a meeting of shareholders consists of one or more shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative holding shares which carry in aggregate not less than one-third of all votes attaching to all of our shares in issue and entitled to vote. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Our independent registered public accounting firm is CBIZ. CBIZ served as our independent auditor for fiscal years 2024 and 2023, with respect to our financial statements prepared in accordance with U.S. GAAP. The following table presents fees for professional services rendered by CBIZ for fiscal years 2024 and 2023. December 31, 2024 2023 Audit fees* $ 451,500 $ 367,500 Total $ 451,500 $ 367,500 153 TABLE OF CONTENTS *Represents fees for services rendered for the audit of our financial statements. CBIZ did not provide any audit-related or tax-related services in 2024 and 2023. The Audit Committee reviews and pre-approves all audit and non-audit services performed by its independent registered public accounting firm, as well as the fees charged for such services, in accordance with the pre-approval policies and procedures that have been established by the Audit Committee. All fees incurred for services rendered by CBIZ were approved by the Audit Committee. In its review of non-audit service fees, the Audit Committee will consider, among other things, the possible impact of the performance of such services on the auditor’s independence. 154 TABLE OF CONTENTS PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements. The consolidated financial statements and supplementary data set forth in Part II of the Annual Report on Form 10-K are included herein. 2. Consolidated Financial Statement Schedules. These schedules are omitted because they are not required, or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto. 3. Exhibits. The exhibits listed in the accompanying Exhibit Index are incorporated by reference, filed, or furnished, as applicable, as part of this Annual Report on Form 10- K. 155 TABLE OF CONTENTS EXHIBIT INDEX Incorporation by Reference Exhibit No. Description Form File No. Exhibit Reference Filing Date Filed or Furnished Herewith 3.1 Fifth Amended and Restated Memorandum of Association of Connect Biopharma Holdings Limited 20-F 001-40212 1.1 3/31/2022 4.1 Specimen Certificate for Ordinary Shares F-1/A 333-253631 4.1 3/12/2021 4.2 Deposit Agreement, among Connect Biopharma Holdings Limited, the depositary, and the holders and beneficial owners of American Depositary Shares issued thereunder S-8 333-254524 4.3 3/19/2021 4.3 Specimen American Depositary Receipt S-8 333-254524 4.3, Exhibit A 3/19/2021 4.4 Second Amended and Restated Shareholders Agreement, dated as of December 1, 2020, between Connect Biopharma Holdings Limited, its subsidiaries and certain of its shareholders F-1 333-253631 4.4 2/26/2021 4.5 Description of Securities 20-F 001-40212 2.5 3/31/2022 10.1 † Form of Indemnification Agreement F-1/A 333-253631 10.2 3/17/2021 10.2† 2019 Stock Incentive Plan F-1 333-253631 10.1 2/26/2021 10.3† 2021 Stock Incentive Plan and form of share option grant notice and share option agreement thereunder F-1/A 333-253631 10.3 3/12/2021 10.4† 2021 Employee Share Purchase Plan F-1/A 333-253631 10.4 3/12/2021 10.5† Non-Employee Director Compensation Program 20-F 001-40212 4.5 4/16/2024 10.6† Employment Agreement, effective as of January 1, 2021, between Connect Biopharm LLC and Zheng Wei, Ph.D. F-1 333-253631 10.11 2/26/2021 10.7† E xecutive E mployment Agreement, effective as of January 1, 2021, between Connect Biopharma HongKong Limited and Wubin Pan, Ph.D. F-1 333-253631 10.12 2/26/2021 10.8† Employment Offer Letter, dated October 13, 2021, between Connect Biopharm LLC and Steven Chan 20-F 001-40212 4.10 3/31/2022 10.9 House Lease Contract , effective as of May 1, 2023 between Suzhou Connect Biopharma Co., Ltd. and Taicang Science and Technology Venture Park Co., Ltd . (English Translation) 6-K 001-40212 99.1 6/23/2023 10.10 Lease , effective as of December 22, 2021, by and between Connect Biopharm LLC and Paseo Del Mar LLC 20-F 001-40212 4.13 3/31/2022 10.11* Exclusive License and Collaboration Agreement, dated November 21, 2023 , by and among Connect Biopharma HongKong Limited, Suzhou Connect Biopharma Co., Ltd. and Simcere Pharmaceutical Co. , Ltd . (English Translation) 6-K 001-40212 99.1 11/21/2023 10.12† 2024 Employment Inducement Incentive Award Pla n and form of share option grant notice and share option agreement thereunder 6-K 001-40212 10.1 6/12/2024 10.13† Employment Agreement, effective as of June 12, 2024, between Connect Biopharm LLC and its affiliates and Barry Quart 6-K 001-40212 10.2 6/12/2024 10.14† Employment Agreement , effective as of June 1 2, 2024, between Connect Biopharm LLC and its affiliates and David Szekeres 6-K 001-40212 10.3 6/12/2024 10.15† Employment Offer Letter, dated August 7, 2024, between Connect Biopharm LLC and Lisa Peraza Filed 156 TABLE OF CONTENTS 10.16† Addendum to Employment Offer Letter for Severance Benefits, dated August 7, 2024, between Connect Biopharm LLC and Lisa Peraza Filed 10.17 First Amendment to Lease, effective as of October 25, 2024, by and between Connect Biopharm LLC and Paseo Del Mar LLC Filed 10.18 Lease, effective as of October 25, 2024, by and between Connect Biopharm LLC and Gateway Torrey Hills LLC Filed 16.1 Letter of PwC China 6-K 001-40212 16.1 12/23/2024 19.1 Insider Trading Compliance Policy Filed 21.1 Subsidiaries of the Registrant Filed 23.1 Consent of Independent Registered Public Accounting Firm Filed 24.1 Power of Attorney (included on the signature page of this report) Filed 31.1 Certification of Principal Executive Officer p ursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 32.1# Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished 97† Policy for Recovery of Erroneously Awarded Compensation 20-F 001-40212 97 4/16/2024 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Definition Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) Filed † Management contract or compensatory plan, contract or arrangement. * Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. # The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. ITEM 16. FORM 10-K SUMMARY. None. 157 TABLE OF CONTENTS SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CONNECT BIOPHARMA HOLDINGS LIMITED DATE: March 31, 2025 BY: /s/ BARRY D. QUART Barry D. Quart, Pharm.D. Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Barry D. Quart as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, with respect to this annual report and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorney-in-fact and agent or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /s/ BARRY D. QUART Chief Executive Officer and Director March 31, 2025 Barry D. Quart, Pharm.D. (Principal Executive Officer) /s/ LISA PERAZA Vice President, Finance March 31, 2025 Lisa Peraza, CPA (Principal Financial and Accounting Officer) /s/ KLEANTHIS G. XANTHOPOULOS Chairman of the Board of Directors March 31, 2025 Kleanthis G. Xanthopoulos, Ph.D. /s/ KAN CHEN Director March 31, 2025 Kan Chen, Ph.D. /s/ JAMES Z. HUANG Director March 31, 2025 James Z. Huang, MBA /s/ JEAN LIU Director March 31, 2025 Jean Liu, J.D. /s/ KAREN J. WILSON Director March 31, 2025 Karen J. Wilson, CPA 158