0001801198-23-000019 | 20-F | XBRL Viewer

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Cover	12 Months Ended
Cover	Dec. 31, 2022 shares
Document Information [Line Items]
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-39307
Entity Registrant Name	LEGEND BIOTECH CORPORATION
Entity Address, Country	KY
Entity Address, Address Line One	Legend Biotech Corporation
Entity Address, Address Line Two	2101 Cottontail Lane
Entity Address, City or Town	Somerset
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08873
Title of 12(b) Security	American depositary shares, each representing two ordinary shares, par value $0.0001 per share
Trading Symbol	LEGN
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding	330,134,480
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Document Fiscal Year Focus	2022
Entity Central Index Key	0001801198
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Incorporation, State or Country Code	E9
Business Contact
Document Information [Line Items]
Entity Address, Address Line One	Legend Biotech Corporation
Entity Address, Address Line Two	2101 Cottontail Lane
Entity Address, City or Town	Somerset
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08873
Contact Personnel Name	Ying Huang
City Area Code	737
Local Phone Number	317-5050

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Iselin, New Jersey

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
REVENUE
License revenue	$ 50,000	$ 65,402	$ 75,000
Collaboration revenue	66,677	0	0
Other revenue	328	3,424	0
Total revenue	117,005	68,826	75,000
Collaboration cost of revenue	(65,363)	0	0
Other income and gains	12,049	3,059	6,119
Research and development expenses	(335,648)	(313,346)	(232,160)
Administrative expenses	(80,631)	(46,961)	(23,134)
Selling and distribution expenses	(93,417)	(102,542)	(49,571)
Other expenses	(9,823)	(9,132)	(346)
Fair value gain/(loss) of warrant liability	20,900	(6,200)	0
Fair value loss of convertible redeemable preferred shares	0	0	(79,984)
Finance costs	(10,796)	(900)	(4,209)
LOSS BEFORE TAX	(445,724)	(407,196)	(308,285)
Income tax (expense)/credit	(625)	3,614	41,912
LOSS FOR THE YEAR	(446,349)	(403,582)	(266,373)
Attributable to:
Ordinary equity holders of the parent	$ (446,349)	$ (403,582)	$ (266,373)
LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
Basic (in dollars per share)	$ (1.40)	$ (1.43)	$ (1.13)
Diluted (in dollars per share)	$ (1.40)	$ (1.43)	$ (1.13)
OTHER COMPREHENSIVE INCOME
Exchange differences on translation of foreign operations	$ 9,807	$ 5,215	$ 4,078
Net other comprehensive income that may be reclassified to profit or loss in subsequent periods	9,807	5,215	4,078
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX	9,807	5,215	4,078
TOTAL COMPREHENSIVE LOSS FOR THE YEAR	(436,542)	(398,367)	(262,295)
Attributable to:
Ordinary equity holders of the parent	$ (436,542)	$ (398,367)	$ (262,295)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
NON-CURRENT ASSETS
Property, plant and equipment	$ 105,168	$ 102,506
Advance payments for property, plant and equipment	914	2,168
Right-of-use assets	55,590	38,283
Time deposits	0	4,705
Intangible assets	3,409	4,684
Collaboration prepaid leases	65,276	12,121
Other non-current assets	1,487	5,148
Total non-current assets	231,844	169,615
CURRENT ASSETS
Collaboration inventories	10,354	1,749
Trade receivables	90	50,410
Prepayments, other receivables and other assets	61,755	13,852
Financial assets at fair value through profit or loss	185,603	0
Financial assets measured at amortized cost	0	29,937
Pledged deposits	1,270	1,444
Time deposits	54,016	163,520
Cash and cash equivalents	786,031	688,938
Total current assets	1,099,119	949,850
Total assets	1,330,963	1,119,465
CURRENT LIABILITIES
Trade payables	32,893	7,043
Other payables and accruals	184,109	123,558
Government grants	451	304
Lease liabilities	3,563	911
Tax payable	9,772	9,488
Warrant liability	67,000	87,900
Total current liabilities	297,788	229,204
NON-CURRENT LIABILITIES
Collaboration interest-bearing advanced funding	260,932	120,462
Lease liabilities long term	20,039	1,593
Government grants	7,659	1,866
Other non-current liabilities	233	396
Total non-current liabilities	288,863	124,317
Total liabilities	586,651	353,521
EQUITY
Share capital	33	31
Reserves	744,279	765,913
Total ordinary shareholders’ equity	744,312	765,944
Total equity	744,312	765,944
Total liabilities and equity	$ 1,330,963	$ 1,119,465

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	Initial Public Offering	Private Placement by Genscript	Follow-On Public Offering	Share capital	Share capital Initial Public Offering	Share capital Follow-On Public Offering	Share premium	Share premium Initial Public Offering	Share premium Private Placement by Genscript	Share premium Follow-On Public Offering	Share-based compensation reserves	Foreign currency translation reserve	Retained earnings/(accumulated losses)
Beginning balance at Dec. 31, 2019	$ 151,323				$ 20			$ 3,908				$ 1,976	$ (4,429)	$ 149,848
Statement of Changes in Equity [Roll Forward]
Loss for the year	(266,373)													(266,373)
Other comprehensive loss:
Exchange differences on translation of foreign operations	4,078												4,078
TOTAL COMPREHENSIVE LOSS FOR THE YEAR	(262,295)												4,078	(266,373)
Conversion of convertible redeemable preferred shares to ordinary shares	240,434				2			240,432
Issuance of ordinary shares		$ 450,085	$ 12,000			$ 4			$ 450,081	$ 12,000
Exercise of share options	1,464				1			1,885				(422)
Equity-settled share-based compensation expense	4,760											4,760
Ending balance at Dec. 31, 2020	597,771				27			708,306				6,314	(351)	(116,525)
Other comprehensive loss:
Reserves	597,700
Loss for the year	(403,582)													(403,582)
Exchange differences on translation of foreign operations	5,215												5,215
TOTAL COMPREHENSIVE LOSS FOR THE YEAR	(398,367)												5,215	(403,582)
Issuance of ordinary shares				$ 323,440			$ 2				$ 323,438
Issuance of ordinary shares relating to private placement for an institutional investor	218,300				2			218,298
Exercise of share options	4,642							6,089				(1,447)
Reclassification of vested restricted share units	0							5,323				(5,323)
Equity-settled share-based compensation expense	20,158											20,158
Ending balance at Dec. 31, 2021	765,944				31			1,261,454				19,702	4,864	(520,107)
Other comprehensive loss:
Reserves	765,913
Loss for the year	(446,349)													(446,349)
Exchange differences on translation of foreign operations	9,807												9,807
TOTAL COMPREHENSIVE LOSS FOR THE YEAR	(436,542)												9,807	(446,349)
Issuance of ordinary shares				$ 377,643			$ 2				$ 377,641
Exercise of share options	2,929							4,070				(1,141)
Reclassification of vested restricted share units	0							13,850				(13,850)
Equity-settled share-based compensation expense	34,338											34,338
Ending balance at Dec. 31, 2022	744,312				$ 33			$ 1,657,015				$ 39,049	$ 14,671	$ (966,456)
Other comprehensive loss:
Reserves	$ 744,279

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax	$ (445,724)	$ (407,196)	$ (308,285)
Adjustments for:
Finance income	(8,182)	(971)	(2,930)
Finance costs	10,796	900	4,209
Depreciation of property, plant and equipment	10,173	8,139	6,234
Loss on disposal of property, plant and equipment	481	974	55
Amortization of intangible assets	2,476	1,379	192
Depreciation of right-of-use assets	5,743	4,399	3,507
Fair value (gain)/ loss of warrant liability	(20,900)	6,200	0
Fair value loss of convertible redeemable preferred shares	0	0	79,984
Fair value gains on financial assets measured at fair value change through profit or loss	(593)	0	(47)
Foreign currency exchange loss/(gain), net	9,159	4,867	(66)
Equity-settled share-based compensation expense	34,338	20,158	4,760
Deferred government grant	(307)	(295)	(114)
Cash flows from (used in) operations before changes in working capital	(402,540)	(361,446)	(212,501)
Decrease/(increase) in trade receivables	50,320	24,590	(45,000)
(Increase)/decrease in prepayments, other receivables and other assets	(50,614)	(2,966)	3,366
Decrease/(increase) in other non-current assets	3,661	(1,175)	(3,973)
(Increase)/decrease in collaboration inventories	(8,605)	51	(643)
Government grant received	6,180	80	2,452
Increase/(decrease) in trade payables	25,850	1,805	(4,348)
Increase in other payables and accruals	165,883	140,747	26,932
Increase/(decrease) in other non-current liabilities	(163)	(158)	554
Increase in pledged deposits, net	(15)	(1,060)	(128)
Cash used in operations	(210,043)	(199,532)	(233,289)
Income tax paid	0	0	(278)
Interest income received	5,580	652	3,366
Income tax received	3,709	557	7,391
Interest on lease payments	(527)	(142)	(195)
Net cash used in operating activities	(201,281)	(198,465)	(223,005)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	(20,927)	(42,197)	(26,254)
Purchase of intangible assets	(1,348)	(3,207)	(4,029)
Prepayment to collaborator for collaboration assets	(14,810)	(1,708)	(19,493)
Purchase of financial assets measured at fair value through profit or loss	(285,000)	(50,000)	(22,682)
Cash received from withdrawal of financial assets measured at fair value through profit or loss	99,990	50,081	22,682
Cash received from withdrawal of financial assets measured at amortized cost	30,000	0	0
Cash receipts of investment income	1,252	0	47
Proceeds from disposal of property, plant and equipment	0	4	1
Addition in time deposits	(369,971)	(298,107)	(50,000)
Decrease in time deposits	483,617	180,000	75,559
Decrease in pledged deposits	105	0	0
Purchase of financial assets measured at amortized cost	0	(29,849)	0
Net cash used in investing activities	(77,092)	(194,983)	(24,169)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of cash advances from related parties	0	0	(4)
Proceeds from convertible redeemable preferred shares	0	0	160,450
Proceeds from issuance of ordinary shares for initial public offering, net of issuance costs	0	0	450,085
Proceeds from issuance of ordinary shares relating to private placement by GenScript	0	0	12,000
Proceeds from issuance of ordinary shares for follow on public offering, net of issuance costs	377,643	323,440	0
Proceeds from issuance of ordinary shares and warrant relating to private placement for an institutional investor	0	300,000	0
Proceeds from exercise of share options	2,929	4,642	1,464
Payments of expenses for issuance of convertible redeemable preferred shares	0	0	(2,514)
Principal portion of lease payments	(2,596)	(1,419)	(2,602)
Net cash provided by financing activities	377,976	626,663	618,879
NET INCREASE IN CASH AND CASH EQUIVALENTS	99,603	233,215	371,705
Effect of foreign exchange rate changes, net	(2,510)	34	620
Cash and cash equivalents at beginning of year	688,938	455,689	83,364
CASH AND CASH EQUIVALENTS AT END OF YEAR	786,031	688,938	455,689
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS
Cash and bank balances	841,317	858,607	506,073
Less: Pledged deposits	1,270	1,444	384
Time deposits	54,016	168,225	50,000
Cash and cash equivalents as stated in the statement of financial position	786,031	688,938	455,689
Cash and cash equivalents as stated in the statement of cash flows	$ 786,031	$ 688,938	$ 455,689

Corporate Information

12 Months Ended

Dec. 31, 2022

Disclosure of subsidiaries [abstract]

Corporate Information

CORPORATE INFORMATION

Legend Biotech Corporation was incorporated on May 27, 2015 as an exempted company in the Cayman Islands with limited liability under the Companies Law of the Cayman Islands. The registered office address of the Company is PO Box 10240, Harbour Place, 103 South Church Street, George Town, Grant Cayman KY1-1002, Cayman Islands.

Legend Biotech Corporation is an investment holding company. The Company’s subsidiaries are principally engaged in the discovery, and development, manufacturing and commercialization of novel cell therapies for oncology and other indications.

In the opinion of the Company's Board of Directors, the ultimate holding company of Legend Biotech Corporation, a Cayman Islands corporation is Genscript Corporation (“Genscript Corp”), which was incorporated in the United States of America.

Information about subsidiaries

Company

Place and date
of
incorporation

Issued ordinary
shares/paid-up
capital

Percentage of equity
interest attributable
to the Company

Principal
activities

Direct %

Indirect %

Legend Biotech Limited (“Legend BVI”)

The British Virgin Islands June 2, 2015

US$

80,000,000

100

—

Investment holding

Legend Biotech HK Limited (“Legend HK”)

Hong Kong June 3, 2015

US$

80,000,000

—

100

Investment holding

Nanjing Legend Biotechnology Co., Ltd. (“Legend Nanjing”)

PRC* November 17, 2014

US$

162,500,000

—

100

Manufacture and sale of life sciences research products; performance and sale of research and development services

Legend Biotech USA Incorporated (“Legend USA”)

Delaware, United States of America August 31, 2017

—

100

Manufacture and sale of life sciences products; performance of life sciences research and development

Legend Biotech Ireland Limited (“Legend Ireland”)

Ireland November 13, 2017

—

100

Manufacture and sale of life sciences products; performance of life sciences research and development

Legend Biotech Belgium B.V. (“Legend Belgium”)

Belgium June 23, 2021

US$

2,423,693

—

100

Manufacture and sale of life sciences products

Hainan Chuanji Biotechnology Co., Ltd. (“Hainan Chuanji”)

PRC October 25, 2021

—

100

General & administrative

** The People’s Republic of China (the “PRC” or “China”), including the Hong Kong Special Administrative Region of China (“Hong Kong”).

Basis of Preparation	12 Months Ended
Basis of Preparation	Dec. 31, 2022
Basis Of Preparation [Abstract]
Basis of Preparation	BASIS OF PREPARATION The consolidated financial statements of the Company and its subsidiaries (collectively referred to as the “ the Company”) have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board which comprise all standards and interpretations. The consolidated financial statements have been prepared on a historical cost basis, except for financial assets and financial liabilities, which have been measured at fair value. The consolidated financial statements are presented in U.S. dollars (“$”) and all values are rounded to the nearest thousand except when otherwise indicated. Basis of consolidation The consolidated financial statements include the financial statements of the Company for each of the three years ended December 31, 2022. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. Control is achieved when the Company 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 Company the current ability to direct the relevant activities of the investee). The financial statements of the 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 Company obtains control, and continue to be consolidated until the date that such control ceases. Profit or loss and each component of other comprehensive income or loss are attributed to the equity holders of the parent of the Company. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between the Company are eliminated in full on consolidation.

Changes in Accounting Policies and Disclosures	12 Months Ended
Changes in Accounting Policies and Disclosures	Dec. 31, 2022
Disclosure of voluntary change in accounting policy [abstract]
Changes in Accounting Policies and Disclosures	CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES There were no new IFRS standards, amendments or interpretations that became effective in 2022 that had a material impact on the Company's consolidated financial statements.

Issued But Not Yet Effective International Financial Reporting Standards	12 Months Ended
	Dec. 31, 2022
Disclosure of expected impact of initial application of new standards or interpretations [abstract]
Issued But Not Yet Effective International Financial Reporting Standards	ISSUED BUT NOT YET EFFECTIVE INTERNATIONAL FINANCIAL REPORTING STANDARDSThere are no new standards issued but not yet effective that are expected to have a significant impact on the Company’s consolidated financial statements.

Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fair value measurement

The Company measures its financial assets at fair value through profit or loss and warrant liability at fair value at the end of each reporting period. 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 the most advantageous market must be accessible by the Company. 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.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company 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.

All assets and liabilities for which fair value is measured or disclosed in the 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 financial statements on a recurring basis, the Company 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 reporting period.

Impairment of non-financial assets

Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than contract assets and financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs 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 reporting period 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 Company 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 Company;

(ii)has significant influence over the Company; or

(iii)is a member of the key management personnel of the Company or of a parent of the Company;

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

(i)the entity and the Company are members of the same Company;

(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 Company 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 Company or an entity related to the Company;

(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 Company of which it is a part, provides key management personnel services to the Company or to the parent of the Company.

Property, plant and equipment, and depreciation

Property, plant and equipment, other than construction in progress, are stated at cost (or valuation) 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 the statement of profit or loss and other comprehensive income 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 Company recognizes such parts as individual assets with specific useful lives and depreciates them accordingly.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:


Freehold land			Not depreciated
Building			39 to 50 years
Leasehold improvements			lesser of the lease term or the asset life
Machinery and equipment			5 to 15 years
Computer and office equipment			3 to 5 years
Transportation equipment			10 years

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. Useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end.

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 represents equipment under installation, which is stated at cost less any impairment losses, and is not depreciated. Cost comprises the direct costs of installation. Construction in progress is reclassified to the appropriate category of property, plant and equipment when completed and ready for use.

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The useful lives of intangible assets are assessed to be either finite. 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 each financial year end.

Intangible assets are amortized on the straight-line basis over the following useful economic lives:


Software			3

Research and development costs

All research costs are charged to the statement of profit or loss and other comprehensive income as incurred.

Expenditures incurred on projects to develop new product candidates is capitalized and deferred only when the Company 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 ability to measure reliably the expenditure during the development. Product candidate development expenditure which does not meet these criteria is expensed when incurred.

Leases

The Company 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.

Company as a lessee

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. The Company elected to allocate the consideration in the contract to the lease and non-lease components on the basis of the relative standalone price of each component.

(a)Right-of-use assets

Right-of-use assets are recognized at the commencement date of the lease (that is 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 re-measurement 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 follow;


Leasehold land			50 years
Building			39 to 50 years
Leasehold improvements			lesser of the lease term or the asset life
Machinery and equipment			5 to 15 years
Computer and office equipment			3 to 5 years

If ownership of the leased asset transfers to the Company 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 a 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 Company and payments of penalties for termination of a lease, if the lease term reflects the Company exercising the option to terminate the lease. The 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. The lease term includes the period of any lease extension that management assess as reasonably certain to be exercised by the Company.

In calculating the present value of lease payments, the Company uses the 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 re-measured 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

The Company applies the short-term lease recognition exemption to its short-term leases, which are those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option.

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

Company as a lessor

When the Company acts as a lessor, it classifies at lease inception (or when there is a lease modification) each of its leases as either an operating lease or a finance lease.

Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income is accounted for on a straight-line basis over the lease term and is included in revenue in the statement of profit or loss and other comprehensive income due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income.

Leases of collaboration assets

The Company and its collaboration partner purchase assets to be used for their collaboration and share the associated costs in accordance with the terms and conditions of the Janssen Agreement. The Company accounts for leases to and by the collaboration by applying the guidance in IFRS 16 on joint arrangements by analogy.

If the Company’s collaboration partner owns the asset, and on the basis of the terms and conditions of the collaboration agreement, there is a lease from the Company’s collaboration partner to the collaboration, the Company recognizes a right-of-use asset and lease liability for its share of the asset leased from the collaboration partner to the collaboration. This is usually the case when the collaboration, through the Joint Steering Committee ("JSC") and other governance committees, has the right to direct the use and obtains substantially all of the economic benefits from using the asset. Lease payments the Company makes prior to lease commencement are recorded as prepaid rent within other non-current assets and will be reclassified to a right-of-use asset upon lease commencement.

If the Company owns the asset, and on the basis of the terms and conditions of the collaboration agreement, there is a lease from the Company to the collaboration, the Company recognizes a finance lease for the asset it leases to the collaboration. In such cases, the Company’s share of the asset that is jointly controlled by the collaboration is recorded in property, plant and equipment, and a lease receivable is recognized for the collaboration partner’s share of the asset on the consolidated statements of financial position within prepayments, other receivables and other assets.

The Company recognizes the full lease liability, rather than its share, for leases entered into on behalf of the collaboration if the Company has the primary responsibility for making the lease payments. This may be the case when the Company, as a lead operator of the collaboration, is the sole signatory to the lease. A finance sublease is subsequently recognized if the related right-of-use asset is subleased to the collaboration.

Investments and other financial assets

Initial recognition and measurement

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

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient of not adjusting the effect of a significant financing component, the Company 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. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under IFRS 15 in accordance with the policies set out for “Revenue recognition” below.

In order for a financial asset to be classified and measured at amortized cost, 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 Company’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.

All regular way purchases and sales of financial assets are recognized on the trade date, that is, the date that the Company 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

Financial assets measured at amortized cost (debt instruments)

Financial assets measured 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 measured at fair value through profit or loss

Financial assets measured 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.

The Company's financial assets measured at fair value through profit or loss comprise of money market funds, which are classified as level 1 in the fair value hierarchy.

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 Company’s consolidated statement of financial position) when:

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

•the Company 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 Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company 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 Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company 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 Company 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 Company could be required to repay.

Impairment of financial assets

The Company 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 Company 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).

At each reporting date, the Company assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. When making the assessment, the Company compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at 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 Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Financial assets measured 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 and contract assets that do not contain a significant financing component or when the Company applies the practical expedient of not adjusting the effect of a significant financing component, the Company applies the simplified approach in calculating ECLs. Under the simplified approach, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

Financial liabilities

Initial recognition and measurement

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 Company’s financial liabilities include trade payables, other payables, warrant liability, collaboration interest-bearing advanced funding, and lease liabilities.

Subsequent measurement

Financial liabilities measured at amortized cost (Loans and borrowings)

After initial recognition, collaboration interest-bearing advanced funding 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.

Collaboration inventories

Collaboration inventories include finished goods manufactured, items in the process of being manufactured, and the materials to be used in the manufacturing process associated with goods that are to be sold to the Company's collaboration partner. Finished goods represent manufactured product that are pending quality release. Upon quality release, the product is delivered to the Company's collaboration partner to distribute to the customer.

Collaboration inventories are stated at the lower of cost and the collaboration inventory's net realizable value. Cost is determined on the first-in, first-out basis and, in the case of work in progress and finished goods, comprises direct materials, direct labor and an appropriate proportion of overheads. Net realizable value is based on the estimated selling prices the collaboration sells the product to customers less any estimated costs to be incurred to completion and disposal.

The Company records provisions for obsolete, slow moving or defective inventory. Collaboration inventory costs for product that is used for preclinical and clinical programs are charged to research and development expenses when the inventory is dedicated to preclinical or clinical use. The Company records within prepayments, other receivables and other assets the accounts receivable related to inventory purchased and delivered to the Company's collaboration partner as well as the amount the Company is entitled to be reimbursed from its collaboration partner for inventory costs incurred that are in process of production.

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 an original maturity of three months when acquired, less bank overdrafts which are repayable on demand and form an integral part of the Company’s cash management.

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

Time deposits

Time deposits represent cash placed with banks with original maturities of more than three months when acquired. The time deposits are presented as a non-current asset if the collection of time deposits is expected more than one year.

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 Company 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:

•where 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, 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 difference 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, 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.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 reporting period 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 at the end of the reporting period.

Deferred tax assets and deferred tax liabilities are offset if and only if the Company 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 realize 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.

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.

Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to the statement of profit or loss and other comprehensive income over the expected useful life of the relevant asset by equal annual instalments.

Collaboration Arrangements

The Company enters into collaboration arrangements with pharmaceutical and biotechnology collaboration partners, under which the Company may grant licenses to its collaboration partner to further develop and commercialize one of its product candidates. The Company may also perform research, development, manufacturing and commercial activities under its collaboration arrangements. Consideration under these contracts may include an upfront payment, development and regulatory milestones, commercial sales milestones and other contingent payments, expense reimbursements, and profit-sharing.

For collaboration arrangements that contain multiple elements, at contract inception the Company determines whether elements of the collaboration are reflective of a vendor-customer relationship and therefore are within the scope of

IFRS 15. Elements of the collaboration arrangements that involve joint operating activities performed by the parties that are both active participants in the activities and exposed to significant risks and rewards of such activities are not arrangements with a customer and are outside the scope of IFRS 15. For a distinct bundle of goods or services within the arrangement that is not with a customer, the recognition and measurement of that unit of account shall be based on other authoritative accounting literature, or if there is no appropriate authoritative accounting literature, a reasonable, rational and consistently applied accounting policy election.

If the Company concludes that its collaboration partner is not a customer for certain activities and associated payments, such as for certain collaborative research, development, manufacturing and commercial activities, the Company presents payments from its collaboration partner as a reduction of expense, based on where the Company presents the underling expense. If the Company's collaborator performs research and development, manufacturing or commercialization-related activities, the Company recognizes as expense (e.g. research and development expense or selling and distribution expense, as applicable) in the period when its collaborator incurs such expenses, the portion of the collaborator’s expenses that the Company is obligated to reimburse.

Janssen Agreement

In December 2017, the Company entered into a collaboration and license agreement (the “Janssen Agreement”) with Janssen for the worldwide development and commercialization of cilta-cel. Pursuant to the Janssen Agreement, we granted Janssen a worldwide, co-exclusive (with us) license to develop and commercialize cilta-cel. We and Janssen will collaborate to develop and commercialize cilta-cel for the treatment of MM worldwide pursuant to a global development plan and global commercialization plan.

Janssen will be responsible for conducting all clinical trials worldwide with participation by our team in the United States and Greater China for cilta-cel. We will be responsible for conducting regulatory activities, obtaining pricing approval and booking sales for Greater China, while Janssen will be responsible for conducting regulatory activities, obtaining pricing approval and booking sales for the rest of the world. We and Janssen share development, production and commercialization costs and pre-tax profits or losses equally in all countries of the world except for Greater China, for which the cost-sharing and profit/loss split will be 70% for us and 30% for Janssen

In consideration for the licenses and other rights granted to Janssen, Janssen paid us an upfront fee of $350.0 million and we were eligible to receive up to an additional $1.35 billion in milestone payments from Janssen. Of the $1.35 billion, we may not receive up to $280 million due to mutually agreed upon modifications to our clinical development plan that resulted in the decision to not conduct certain trials as originally planned.

In connection with the Janssen Agreement, we entered into the Interim Product Supply Agreement dated as of February 28, 2022 (the “IPSA”) pursuant to which we will supply cilta-cel to Janssen for clinical and commercial use worldwide (excluding Greater China). Under the IPSA, Janssen pays us a transfer price for supplied product based on the total costs necessary to produce and supply such product. Ultimately, however, the cost for commercial supply and clinical supply of product are shared equally by us and Janssen as “Allowable Expenses” and “Development Costs,” respectively, under the Janssen Agreement. The IPSA will remain in effect until June 30, 2023 or such alternate date determined by the joint manufacturing committee (the “JMC”) that has been established under the Janssen Agreement. The IPSA will also terminate if the Janssen Agreement expires or is terminated. We expect to enter into a product supply agreement with Janssen that will replace the IPSA

Revenue recognition

Revenue from contracts with customers

The Company recognizes revenue in accordance with IFRS 15, Revenue from Contracts with Customers (IFRS 15). Under IFRS 15, revenue from contracts with customers is recognized when control of goods or services is transferred to the customers at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for agreements that we determine are within the scope of IFRS 15, the Company performs the following five-steps: (i) identify the contract, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

Once a contract is determined to be within the scope of IFRS 15, at contract inception the Company assesses the contract to determine which performance obligations it must deliver and which of these performance obligations are

distinct. A good or service that is promised to a customer is distinct if both of the following criteria are met: (a) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer; and (b) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.

The Company determines the transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable or a combination of both. When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which the Company will be entitled in exchange for transferring the goods or services 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. The contracts generally do not include a significant financing component.

The Company 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: (i) the counterparty simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs; or (ii) the Company’s performance creates or enhances an asset that the counterparty controls as the asset is created or enhanced.

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 Company adopts an appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress at the end of each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Contracts may be amended to account for changes in contract specifications and requirements. Contract modifications exist when the amendment either creates new, or changes existing, enforceable rights and obligations. When contract modifications create new performance obligations and the increase in consideration approximates the standalone selling price for goods and services related to such new performance obligations as adjusted for specific facts and circumstances of the contract, the modification is considered to be a separate contract.

If a contract modification is not accounted for as a separate contract, the Company accounts for the promised goods or services not yet transferred at the date of the contract modification (the remaining promised goods or services) prospectively, as if it were a termination of the existing contract and the creation of a new contract, if the remaining goods or services are distinct from the goods or services transferred on or before the date of the contract modification. For a change in transaction price that occurs after a contract modification, the Company allocates the change in the transaction price to the performance obligations identified in the contract before the modification if, and to the extent that, the change in the transaction price is attributable to an amount of variable consideration promised before the modification.

The Company accounts for a contract modification as if it were a part of the existing contract if the remaining goods or services are not distinct and, therefore, form part of a single performance obligation that is partially satisfied at the date of the contract modification. In such case, the effect that the contract modification has on the transaction price, and on the entity’s measure of progress toward complete satisfaction of the performance obligation, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the contract modification (the adjustment to revenue is made on a cumulative catch-up basis).

License and collaboration revenue

License of Intellectual Property

For collaboration arrangements that include a grant of a license to the Company's intellectual property, the Company considers whether the license grant is distinct from the other performance obligations included in the arrangement. In assessing whether a license is distinct from the other promises, the Company considers factors such as the research, development, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the counterparty can benefit from a license for its intended purpose without the receipt of the remaining promise(s) by considering whether the value of the license is dependent on the unsatisfied promise(s), whether there are other vendors that could provide the remaining promise(s), and whether it is separately identifiable from the remaining promise(s). The Company evaluated that the

license, including a technology transfer service, is a single performance obligation in the Janssen Agreement, which represents a right to use our license as it exists at the point in time that the license is granted. Revenue from licenses is recognized when the control of the right to use of the license is transferred to the customer.

Milestone Payments

Milestone payments represent a form of variable consideration which are 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. At the inception of each arrangement that includes milestone payments, the Company 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. Milestone payments that are not within the control of the Company, such as regulatory approvals, are not considered highly probable of being achieved until those approvals are received. The Company 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 Company re-evaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price.

When the Company cannot conclude that it is highly probable that a significant revenue reversal of cumulative revenue under the contract will not occur, the Company constrains the related variable consideration resulting in its exclusion from the transaction price. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price.

Royalty Payments

The Company recognizes revenue for sales-based milestone payments promised in exchange for a license 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 (or partially satisfied).

Janssen Agreement

The Company entered into a license and collaboration agreement with one customer (Janssen). The terms of the arrangement include: non-refundable upfront fees of $350.0 million and milestone payments for the achievement of specified manufacturing milestones, specified development milestones, specified regulatory milestones and specified net trade sales milestones of $125.0 million, $215.0 million, $800.0 million and $210.0 million, respectively. The Company has assessed that there is one distinct performance obligation, being the transfer of a license of intellectual property, including a technology transfer service. The Company considers this performance obligation is distinct from other collaborative activities as the license has stand-alone value without the Company being further involved in the research and development or other collaborative activities. Upon contract inception, the Company has estimated that the total transaction price is constrained to $400.0 million which included upfront fees of $350.0 million and milestone payments of $50.0 million. The transaction price was allocated to the single performance obligation in the contract.

Upfront fees

Upfront payment is allocated to the single performance obligation in the Janssen Agreement. The upfront fees of $350.0 million were included in the transaction price upon contract inception in 2017 and were recognized when the single performance obligation to deliver the intellectual property, including a technology transfer service, was completed in 2018. The $350.0 million upfront fees were fully received by the Company in 2018.

Milestone payments

Certain milestone payments were allocated to the single performance obligation in the Janssen Agreement to deliver the license of intellectual property, including the technology transfer service. The initial two milestone payments of aggregate $50.0 million were included in the transaction price at contract inception in 2017 and were recognized when the single performance obligation was completed in 2018. Subsequently in 2019, an additional two milestone payments of $60.0 million were included in the transaction price when the milestones triggered by dosing of a specified number of patients in the CARTITUDE-1 clinical trial were achieved. In 2020, an additional milestone with a payment of $75.0 million was achieved relating to the clinical development of cilta-cel. In 2021, three additional milestone payments amounting to $65.0 million were achieved relating to the submission of a Marketing Authorization to the EMA, enrollment of a specified number of patients in the CARTITUDE-5 clinical trial and filing of a Drug approval application for a product by the Ministry of Health, Labour and Welfare in Japan. In 2022, additional milestone payments of $50.0 million were achieved in connection with the submission of a NDA to the PMDA in Japan, the enrollment of a specified number of patients in the Company’s CARTITUDE-5 clinical trial and in connection with the receipt of a commercialization approval for cilta-cel in the U.S.

As of December 31, 2022, pursuant to the Agreement, the remaining future contractual milestone payments for the Company aggregated to $1,050.0 million for the achievement of various development, regulatory, manufacturing and net trade sales milestones. More specifically, the future contractual milestones consist of $125.0 million for the achievement of specified manufacturing milestones, $60.0 million for the achievement of specified development milestones, $655.0 million for the achievement of specified regulatory milestones and $210.0 million for the achievement of specified net trade sales milestones. The Company’s development plans and research progresses might change from time to time, which would increase the uncertainties of achieving future contractual milestones. The Company does not believe $280.0 million of the remaining $1,050.0 million contractual milestone payments would be eligible to be received based on a subsequent change in development plan with the collaborator. Furthermore, the Company assessed that achievement of all the remaining contractual milestones is highly uncertain and the related milestone payments are not included in the transaction price. The milestone is achieved when the triggering event described in the agreement occurs.

Profit sharing

The Company and Janssen share equally profits on sales of CARVYKTI in all areas other than the People's Republic of China, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan (“Greater China”), where the Company retains or bears 70 percent of pre-tax profits or losses. In all areas other than Greater China, as Janssen is the principal in the sale transaction with the customer, the Company recognizes a pro-rata share of collaboration net trade sales in the period Janssen completes the sale and delivers the product to the customer. The Company's share of collaboration net trade sales in all areas other than Greater China are recognized within collaboration revenue on the statement of profit or loss and other comprehensive income. Subsequent to regulatory approval, revenue from sales of product in Greater China will be recognized within Product sales on the statement of profit or loss and other comprehensive income as the Company will be the principal in the sale to the customer.

Collaborative activities

In addition to the license of intellectual property, the Janssen Agreement includes joint development, manufacturing and commercial activities that are performed by the Company and its collaboration partner. These activities and the related consideration for these activities are outside the scope of IFRS 15 as the Company and its collaboration partner are both active participants in the activities and are exposed to significant risks and rewards of such activities.

Product Sales

Revenue from the sale of goods is recognized at the point in time when control of the goods is transferred to the customer, generally on delivery of the goods. To date the Company has not generated any product sales. Our share of collaboration net trade sales in which Janssen is the principal in the sale transaction with the customer is recognized within collaboration revenue on the statement of profit or loss and other comprehensive income.

Collaboration cost of revenue

Collaboration cost of revenue relates to the sale of CARVYKTI and includes costs incurred by the Company as well as the Company's pro-rata share of collaboration cost of revenue. Collaboration cost of revenue includes the cost of inventory sold, manufacturing costs, other costs attributable to production, and provisions to write down inventory, such as for excess and obsolete inventory or inventory that did not meet quality specifications.

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

The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value of share option is determined by using a binomial model, and the fair value of each RSU is determined by reference to market price of the Company’s shares at the respective grant date, further details of which are given in notes 27 and 28 to the consolidated financial statements.

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

Service and 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 Company’s best estimate of the number of equity instruments that will ultimately vest.

For awards that do not ultimately vest because performance and/or service conditions have not been met, no expense is recognized.

Other employee benefits

Pension scheme

The employees of the Company’s subsidiaries which operates in Greater China and Hong Kong are required to participate in a central pension scheme operated by the local municipal government. These subsidiaries are required to contribute 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.

Defined contribution plan

Employees in the U.S. are eligible to participate in the defined contribution plan we sponsor. The defined contribution plan allows employees to contribute a portion of their compensation on a pre-tax basis in accordance with specified guidelines. We match a percentage of employee contributions up to certain limits.

Foreign Currency Transactions

These consolidated financial statements are presented in U.S. dollars, which is the Company’s functional currency. Each of the Company's subsidiaries determines its own functional currency and items included in the consolidated financial statements of each entity are measured using that functional currency.

Transactions that are denominated in a currency other than the functional currency of an entity are recorded at that functional currency by applying the spot exchange rates prevailing at the dates of the transactions. At the end of the reporting period, monetary assets and liabilities denominated in a currency other than the functional currency are revalued to the functional currency by applying the spot exchange rate prevailing at the end of the reporting period. Gains and losses arising from these foreign currency revaluations are recognized in net income. Foreign-currency-denominated transactions that are classified as non-monetary are measured using the historical spot exchange rate.

Foreign Currency Translation

The functional currencies of certain subsidiaries established in the PRC and Europe are currencies other than the U.S. dollar. As at the end of the reporting period, the assets and liabilities of these entities are translated into U.S. dollars at the exchange rates prevailing at the end of the reporting period and their statements of profit or loss are translated into U.S. dollars using the average foreign exchange rates during the period.

The resulting exchange differences are recognized in other comprehensive income and accumulated in the foreign currency translation reserve. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognized in net income.

For the purpose of the consolidated statements of cash flows, the cash flows of the subsidiaries established in the PRC and Europe are translated into U.S. dollars at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of the companies established in the PRC and Europe which arise throughout the year are translated into U.S. dollars at the weighted average exchange rates for the year.

Use of Estimates

The preparation of the Company’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.

Global Economic Conditions

Worldwide economic conditions remain uncertain and the Company continues to monitor the impact of macroeconomic conditions, including those related to the COVID-19 pandemic, the Russia-Ukraine war, the failure and instability of financial institutions and rising inflation rates.

Changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the Russia-Ukraine war, and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic, have led to higher inflation, which has led to an increase in costs and has caused changes in fiscal and monetary policy, including increased interest rates. Product manufacturing in both the U.S. and China have continued. Currently the Company has not experienced any material impact to our material supply chain or as a result of inflation and rising interest rates. Increased quantities of certain raw materials and consumables have been stocked as an appropriate safety measure. The Company believes it has established robust sourcing strategies for all necessary materials and does not expect any significant impact.

In addition, in China, although the Company experienced disruptions from COVID-19 during the year ended December 31, 2022, we do not believe they had a material impact to our business. There are still uncertainties of COVID-19’s future impact on our business, results of operations and financial condition, and the extent of the impact will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the development and progress of distribution of COVID-19 vaccines and other medical treatments, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. If the situation materially deteriorates, the Company's business, results of operations and financial condition could be materially and adversely affected. The Company will

continue to monitor and assess the impact of the ongoing development of the pandemic on its financial position and operating results and respond accordingly.

If these changes in economic conditions continue or if they increase in severity, it could result in further economic uncertainty and volatility in the capital markets in the near term, and could negatively affect our operations. Although the Company does not believe that these macroeconomic conditions have had a material impact on its financial position or results of operations to date, the Company may experience impacts in the near future (especially if inflation rates continue to rise) on its operating costs, including its labor costs and research and development costs, due to supply chain constraints, consequences associated with COVID-19 and the ongoing conflict between Russia and Ukraine, and employee availability and wage increases, which may result in additional stress on our working capital resource.

Significant Accounting Judgements and Estimates	12 Months Ended
Significant Accounting Judgements and Estimates	Dec. 31, 2022
Disclosure Of Significant Accounting Judgements And Estimates [Abstract]
Significant Accounting Judgements and Estimates	SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES Judgement In the process of applying the Company’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognized in the consolidated financial statements: Revenue from contracts with customers The Company has applied the following judgements that significantly affect the determination of the performance obligations and the method to estimate variable consideration of revenue from contracts with customers, specifically the historic accounting under the Janssen Agreement: (i)Determining the performance obligations of the contract A good or service that is promised to a customer is distinct if both of the following criteria are met: (a) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer; and (b) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. The Company determined that the license is capable of being distinct under the Janssen Agreement. In assessing whether the license under the Janssen Agreement has standalone value to the customer, the Company considers factors such as the research, manufacturing, and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace, which indicates that the customer can benefit from the license on its own. The Company determined that the license of intellectual property and technology transfer service form a single performance obligation. The license of intellectual property and technology transfer are highly interdependent and are not separately identifiable from each other. The technology transfer is essential for the customer's ability to obtain the use of and benefit from the license. The promise to transfer the license, including a technology transfer service, is distinct within the context of the contract. The license of intellectual property, including a technology transfer service, is separately identifiable in the contract and is meant to be transferred separate from other collaborative activities. The license, including a technology transfer service, is not an input that will be integrated with the service which represents a combined output. The preparation and attendance of the various steering committees and participation in the collaborative activities (e.g. joint development) is to assist in conducting clinical trials and obtaining regulatory approval of the technology, but does not modify the license and technology. In addition, the license, including the technology transfer service, is not highly interdependent or highly interrelated with the JSC and other collaborative activities, because the delivery of license and technology transfer service is not dependent on these activities to be provided in the future, and accordingly, it is not interdependent or interrelated with these activities. In determining whether the license, including the technology transfer service, transfers to a customer either at a point in time or over time, the Company considers whether the nature of the Company’s promise in granting the license to a customer is to provide a right to access or a right to use the Company’s intellectual property. The Company assessed that the Company provides a right to use the license as the license under the Janssen Agreement exists (in terms of form and functionality) at a point in time at which it is granted and the technology transfer occurred, which is when the customer can use and benefit from the license. The license is already developed and has positive results on cancer patient candidates. The next step is to perform clinical trials again in a controlled and monitored environment. The Company has allocated the entire transaction price to the license of intellectual property under the Janssen Agreement , as this is the sole performance obligation in the arrangement. (ii)Determining the method to estimate variable consideration Certain contracts include milestone payments that give rise to variable consideration. In estimating the variable consideration, the Company is required to use either the expected value method or the most likely amount method based on which method better predicts the amount of consideration to which it will be entitled. The Company determined that the most likely amount method is the appropriate method to use in estimating the variable consideration for the milestone payments as this method better predicts the amount of variable consideration to which the Company will be entitled. Before including any amount of variable consideration in the transaction price, the Company considers whether the amount of variable consideration is constrained. The Company 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. 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. Impairment of non-financial assets The Company assesses whether there are any indicators of impairment for all non-financial assets (including the right-of-use assets) at the end of each reporting period. 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. There were no indicators of impairment for all periods presented. Deferred tax assets Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable that taxable profit will be available against which the losses and deductible temporary differences 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. The outcome of their actual utilization may be different. Further details are contained in note 22 to the consolidated financial statements. Warrant liability The fair value of the warrant liability is determined by using the binominal model. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Management estimates expected volatility based on the historical volatility of the stock of comparable companies. The risk-free interest rate is based on treasury yield curve rates with a remaining term which approximates to the expected life of the warrant. Changes in these input variables would affect fair value of the warrant. Further details are contained in notes 23 and 34 to the consolidated financial statements. Share-based compensation The fair value of share options granted by the Company is estimated using the binomial model. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Management estimates expected volatility based on the historical volatility of the stock of comparable companies. Expiration date is the basis for determining the expected life of an option. The risk-free interest rate is based on treasury yield curve rates with a remaining term which approximates to the expected life assumed at the date of grant. Changes in these input variables would affect the amount of expense associated with share-based compensation. The compensation expense recognized for all share-based awards is net of estimated forfeitures. The Company estimates forfeiture rates based on historical analysis of option forfeitures. If actual forfeitures vary from estimated forfeitures, adjustments to the compensation expense may be required. Further details are contained in note 27 and 28 to the consolidated financial statements.

Operating Segment Information

12 Months Ended

Dec. 31, 2022

Disclosure of operating segments [abstract]

Operating Segment Information

OPERATING SEGMENT INFORMATION

IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reporting about components of the Company that are regularly reviewed by the chief operating decision-maker in order to allocate resources to segments and to assess their performance. The information reported to the Board of Directors of the Company, who are the chief operating decision makers, for the purposes of resource allocation and assessment of performance does not contain discrete operation segment financial information and the directors reviewed the financial results of the Company as a whole. Therefore, no further information on the operating segment is presented.

Geographic information

(a)Revenue from external customers


	2022	2021	2020
	US$’000	US$’000	US$’000
United States of America	116,602	65,402	75,000
China	328	3,424	—
Other	75	—	—
Total	117,005	68,826	75,000

The revenue information above is based on the locations of the customers.

(b)Non-current assets


	December 31, 2022	December 31, 2021
	US$’000	US$’000
United States of America	114,426	103,648
China	54,510	50,800
Other	62,908	10,462
Total	231,844	164,910

The non-current asset information above is based on the locations of assets and excludes non-current time deposits.

Information about major customer

Revenue of $116.7 million, $65.4 million and $75.0 million for the years ended December 31, 2022, 2021 and 2020, respectively, was derived from sales to a single customer and under the Janssen Agreement. Revenue of $0.3 million for the year ended December 31, 2022 and $3.4 million for the year ended December 31, 2021 was generated from the exclusive licensing and sales-based royalties for the exclusive licensing of certain patents to Nanjing Probio Biotech Co., Ltd. and its affiliates.

Revenue, Other Income and Gains

12 Months Ended

Dec. 31, 2022

Disclosure of disaggregation of revenue from contracts with customers [abstract]

Revenue, Other Income and Gains

REVENUE, OTHER INCOME AND GAINS

An analysis of revenue is as follows:


	2022	2021	2020
	US$’000	US$’000	US$’000
Revenue
Licensing of intellectual property	50,000	65,402	75,000
Collaboration revenue	66,677	—	—
Other revenue	328	3,424	—
	117,005	68,826	75,000

Revenue from licensing of intellectual property is recognized at a point in time. Revenue from licensing of intellectual property represents variable consideration relating to the milestone payments which were constrained in prior years but included in the transaction price when the milestones were highly probable being achieved. At inception of the Janssen Agreement, the amount allocated to licensing of intellectual property was $400.0 million for both U.S. and non-U.S. territories, which was updated to $650.0 million as at December 31, 2022. Collaboration revenue includes the pro-rata share of collaboration net trade sales in which Janssen in the principal in the sale of the customer.

Other revenue is related to an exclusive licensing of certain patents to Nanjing Probio Biotech Co., Ltd. and its affiliates and related subsequent sales-based royalties.


	2022	2021	2020
	US$’000	US$’000	US$’000
Other income and gains
Other income:
Finance income	8,182	971	2,930
Government grants*	2,434	1,736	3,072
Other	88	35	4
Total income	10,704	2,742	6,006

Gains:
Foreign currency exchange gain, net	—	—	66
Fair value gains on financial assets measured at fair value change through profit or loss	603	—	47
Other	742	317	—
Total gains	1,345	317	113
Total other income and gains	12,049	3,059	6,119

* The amount represents subsidies received from local government authorities to support the Company’s business. There were no unfulfilled conditions and other contingencies attached to these government grants.

Loss Before Tax

12 Months Ended

Dec. 31, 2022

Profit (loss) [abstract]

Loss Before Tax

LOSS BEFORE TAX

The Company’s loss before tax is arrived at after charging:


	2022	2021	2020
	US$’000	US$’000	US$’000
Employee benefit expense (including directors’ remuneration):
Wages and salaries	147,385	105,751	70,682
Pension scheme contributions (defined contribution schemes)	5,057	2,257	640
Equity-settled share-based compensation expense	34,338	20,158	4,760

Finance Costs

12 Months Ended

Dec. 31, 2022

Finance Costs [Abstract]

Finance Costs

FINANCE COSTS


	2022	2021	2020
	US$’000	US$’000	US$’000
Interest on lease liabilities	527	142	195
Collaboration interest-bearing advanced funding	10,269	758	—
Expenses for issuance of convertible redeemable preferred shares	—	—	4,014
Total	10,796	900	4,209

Income Tax

12 Months Ended

Dec. 31, 2022

Major components of tax expense (income) [abstract]

Income Tax

INCOME TAX

The Company is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions in which the Company and its subsidiaries 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 Company is subject to withholding tax on intercompany notes, which is insignificant.

British Virgin Islands

Under the current laws of the British Virgin Islands (“BVI”), the subsidiary that operates in BVI is not subject to tax on income or capital gains. Additionally, upon payments of dividends by the Company’s subsidiary incorporated in the BVI to its shareholders, no withholding tax will be imposed.

Hong Kong

Under the current tax laws of Hong Kong, the subsidiary which operates in Hong Kong is subject to the two-tiered profits tax rates regime. The first HK$2,000,000 (2021 and 2020: HK$2,000,000) of assessable profits were taxed at 8.25% (2021 and 2020: 8.25%) and the remaining assessable profits were taxed at 16.5% (2021 and 2020: 16.5%). Under the Hong Kong tax law, the subsidiaries in Hong Kong are exempted from income tax on its foreign derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

United States of America

Under the current tax laws of the United States of America ("USA"), the subsidiary which operates in the United States of America is subject to federal tax at a rate of 21% (2021 and 2020: 21%) and state tax at a rate of 9% (2021 and 2020: 9%) without including 2.5% NJ Surcharge due to the anticipated timing of utilization of the NJ NOL in New Jersey. The 2.5% NJ Surcharge will be expired as of December 31, 2023. Dividends payable by the Company’s US entity, to non US resident enterprises shall be subject to 30% withholding tax, unless the respective non US resident enterprise’s jurisdiction of incorporation has a tax treaty or arrangements with US that provides for a reduced withholding tax rate or an exemption from withholding tax.

Ireland

Under the current laws of the Ireland, the subsidiary which operates in Ireland is subject to Corporate Income Tax ("CIT") at a rate of 12.5% (2021 and 2020: 12.5%) on its taxable trading income. Any non-trading income is subject to CIT at a rate of 25% (2021 and 2020: 25%). Dividend withholding tax is imposed on distributions made by Irish companies at a rate of 25% in 2022 (2021 and 2020: 25%) with many exemptions provided.

Greater China

Pursuant to the Corporate Income Tax Law of the People's Republic of China (the "PRC") and the respective regulations (the “CIT Law”), the subsidiaries which operate in Greater China are subject to CIT at a rate of 25% on the taxable income. During the years ended December 31, 2022, 2021 and 2020, the applicable income tax rate was 25%. Dividends, interests, rent or royalties payable by the Company’s PRC entities, to non PRC resident enterprises, and proceeds from any such non-resident enterprise investor’s disposition of assets (after deducting the net value of such assets) shall be subject to 10% CIT, namely withholding tax, unless the respective non PRC resident enterprise’s jurisdiction of incorporation has a tax treaty or arrangements with the PRC that provides for a reduced withholding tax rate or an exemption from withholding tax.

Belgium

Under the current laws of Belgium, the subsidiary which operates in Belgium is subject to CIT at a rate of 25% on its taxable trading income. Dividend withholding tax is imposed on distributions made by Belgium companies at a rate of 30% with many exemptions provided.

Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the jurisdictions in which the Group operates.


	2022	2021	2020
	US$’000	US$’000	US$’000
Current – United States of America	224	211	(4,548)
Current – Elsewhere	401	416	383
Deferred (note 22)	—	(4,241)	(37,747)
Total tax charge/(credit) for the year	625	(3,614)	(41,912)

A reconciliation of the tax charge/(credit) applicable to loss before tax at the statutory rates for the countries (or jurisdictions) in which the Company and the majority of its subsidiaries are domiciled to the tax expense/(credit) at the effective tax rates is as follows:


	2022		2021		2020
	US$’000	%	US$’000	%	US$’000	%
Loss before tax	(445,724)		(407,196)		(308,285)
At the statutory blended US federal and state income tax rate of 28.1% (2021 and 2020: 28.1%)	(125,293)	28.1	(114,463)	28.1	(86,659)	28.1
Effect of tax rate differences in other countries and regions	15,129	(3.4)	15,027	(3.7)	35,062	(11.4)
Research and development credit	(24,970)	5.6	(954)	0.2	(15,643)	5.1
State rate change	(107)	—	—	—	—	—
Effect of non-deductible expenses	1,829	(0.4)	2,298	(0.6)	383	(0.1)
Tax losses and deductible temporary differences not recognized	131,194	(29.4)	102,481	(25.2)	26,040	(8.4)
Option income tax benefit	2,668	(0.6)	(9,532)	2.3	(442)	0.1
Prior year true up	—	—	—	—	—	—
Uncertain tax positions	—	—	—	—	—	—
Withholding tax on interest	—	—	—	—	—	—
Others	175	—	1,529	(0.4)	(653)	0.2
Tax charge/(benefit) at the Company’s effective rate	625	(0.1)	(3,614)	0.9	(41,912)	13.6

Loss per Share Attributable to Ordinary Equity Holders of the Parent

12 Months Ended

Dec. 31, 2022

Basic earnings per share [abstract]

Loss per Share Attributable to Ordinary Equity Holders of the Parent

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 318,083,913, 281,703,291 and 236,305,234 in issue during the years ended December 31, 2022, 2021 and 2020, respectively.

The calculation of the diluted earnings per share amount is based on the loss for the year attributable to ordinary equity holders of the parent. The weighted average number of ordinary shares used in the calculation is the number of ordinary shares in issue during the year, as used in the basic earnings per share calculation, and the weighted average number of ordinary shares assumed to have been issued at no consideration on the deemed exercise of all dilutive potential ordinary shares into ordinary shares.

No adjustment has been made to the basic loss per share amounts presented for the years ended December 31, 2022, 2021 and 2020 in respect of a dilution as the impact of the outstanding share options, RSU and warrant liability had an anti-dilutive effect on the basic loss per share amounts presented.

The calculations of basic and diluted loss per share are based on:


	2022	2021	2020
	US$’000	US$’000	US$’000
Earnings
Loss attributable to ordinary equity holders of the parent, used in the basic earnings per share calculation	(446,349)	(403,582)	(266,373)


	Number of shares
	2022	2021	2020
Shares
Weighted average number of ordinary shares in issue during the year used in the basic earnings per share calculation	318,083,913	281,703,291	236,305,234

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2022

Disclosure of detailed information about property, plant and equipment [abstract]

Property, Plant and Equipment

PROPERTY, PLANT AND EQUIPMENT


	Freehold land	Buildings	Leasehold improvement	Machinery and equipment	Computer and office equipment	Transportation equipment	Construction in progress	Total
	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
December 31, 2022
At January 1, 2022
Cost	2,889	16,011	20,908	35,251	2,977	45	41,367	119,448
Accumulated depreciation	—	(1,360)	(3,503)	(10,432)	(1,633)	(14)	—	(16,942)
Net carrying amount	2,889	14,651	17,405	24,819	1,344	31	41,367	102,506
At January 1, 2022, net of accumulated depreciation	2,889	14,651	17,405	24,819	1,344	31	41,367	102,506
Additions	—	1,732	522	583	34	—	14,346	17,217
Disposals	—	—	—	(122)	(14)	—	(406)	(542)
Depreciation provided during the year	—	(988)	(2,566)	(5,818)	(797)	(4)	—	(10,173)
Exchange realignment	—	—	(1,164)	(1,802)	(32)	(3)	(839)	(3,840)
Transfers	—	27,332	1,970	10,110	872	—	(40,284)	—
At December 31, 2022, net of accumulated depreciation	2,889	42,727	16,167	27,770	1,407	24	14,184	105,168
At December 31, 2022:
Cost	2,889	45,075	21,974	42,576	3,638	41	14,184	130,377
Accumulated depreciation	—	(2,348)	(5,807)	(14,806)	(2,231)	(17)	—	(25,209)
Net carrying amount	2,889	42,727	16,167	27,770	1,407	24	14,184	105,168


	Freehold land	Buildings	Leasehold improvement	Machinery and equipment	Computer, fixtures and office equipment	Transportation equipment	Construction in progress	Total
	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
December 31, 2021
At January 1, 2021
Cost	2,889	11,210	11,887	25,841	3,281	44	27,811	82,963
Accumulated depreciation	—	(817)	(1,854)	(6,514)	(1,426)	(10)	—	(10,621)
Net carrying amount	2,889	10,393	10,033	19,327	1,855	34	27,811	72,342
At January 1, 2021, net of accumulated depreciation	2,889	10,393	10,033	19,327	1,855	34	27,811	72,342
Additions	—	—	—	1,603	7	—	37,269	38,879
Disposals	—	—	(859)	(177)	(77)	—	—	(1,113)
Depreciation provided during the year	—	(543)	(1,833)	(4,967)	(792)	(4)	—	(8,139)
Exchange realignment	—	—	123	358	10	1	45	537
Transfers	—	4,801	9,941	8,675	341	—	(23,758)	—
At December 31, 2021, net of accumulated depreciation	2,889	14,651	17,405	24,819	1,344	31	41,367	102,506
At December 31, 2021:
Cost	2,889	16,011	20,908	35,251	2,977	45	41,367	119,448
Accumulated depreciation	—	(1,360)	(3,503)	(10,432)	(1,633)	(14)	—	(16,942)
Net carrying amount	2,889	14,651	17,405	24,819	1,344	31	41,367	102,506

Intangible Assets

12 Months Ended

Dec. 31, 2022

Disclosure of detailed information about intangible assets [abstract]

Intangible Assets

INTANGIBLE ASSETS


			Software
			US$’000
December 31, 2022
At January 1, 2022
Cost			6,402
Accumulated amortization			(1,718)
Net carrying amount			4,684
At January 1, 2022, net of accumulated amortization			4,684
Additions			1,264
Disposals			(6)
Amortization provided during the year			(2,476)
Exchange realignment			(57)
At December 31, 2022, net of accumulated amortization			3,409
At December 31, 2022
Cost			7,505
Accumulated amortization			(4,096)
Net carrying amount			3,409
December 31, 2021
At January 1, 2021
Cost			3,186
Accumulated amortization			(334)
Net carrying amount			2,852
At January 1, 2021, net of accumulated amortization			2,852
Additions			3,207
Amortization provided during the year			(1,379)
Exchange realignment			4
At December 31, 2021, net of accumulated amortization			4,684
At December 31, 2021
Cost			6,402
Accumulated amortization			(1,718)
Net carrying amount			4,684

Other Non-Current Assets

12 Months Ended

Dec. 31, 2022

Categories of current financial assets [abstract]

Other Non-Current Assets

OTHER NON-CURRENT ASSETS


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Value-added Tax (“VAT”) recoverable	—	4,080
Prepaid expenses	1,092	1,068
Lease receivables	395	—
Total	1,487	5,148

Leases

12 Months Ended

Dec. 31, 2022

Lease [Abstract]

Leases

LEASES

The Company as a lessee

The Company has lease contracts for leasehold land and buildings. Leases of buildings (including car park spaces) generally have lease terms between 2 and 10 years. Lump sum payments were made upfront to acquire the leasehold land from the owners with lease periods of 50 years, and no ongoing payments will be made under the terms of these leasehold land. Other buildings and rooms generally have lease terms of 12 months or less from the commencement date and do not contain a purchase option. The group applies the short-term lease recognition exemption to its short-term leases. Collaboration assets represent the Company’s share of assets leased to the collaboration from Janssen, which purchased the assets on behalf of the collaboration, in connection with the Janssen Agreement. Collaboration assets under construction that will be leased to the collaboration from Janssen when placed into service are classified as collaboration prepaid leases on the consolidated financial statements.

(a)Right-of-use assets


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Leasehold land	4,357	4,862
Lease buildings	23,016	2,324
Collaboration assets	28,217	31,097
Total	55,590	38,283

The carrying amounts of the Company’s right-of-use assets and the movements during the year are as follows:


	Non-Collaboration Assets Leased		Collaboration Assets Leased
	Leasehold land	Buildings	Buildings	Machinery and equipment	Computer and office equipment	Total
	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
December 31, 2022
Right-of-use assets at January 1, 2022	4,862	2,324	19,907	11,174	16	38,283
Additions	—	23,163	—	298	—	23,461
Accumulated depreciation	—	—	—	—	—	—
Exchange realignment	(408)	(3)	—	—	—	(411)
Depreciation of right-of-use assets	(97)	(2,468)	(1,412)	(1,761)	(5)	(5,743)
Right-of-use assets at December 31, 2022	4,357	23,016	18,495	9,711	11	55,590
December 31, 2021
Right-of-use assets at January 1, 2021	4,851	3,158	21,311	10,201	21	39,542
Additions	—	678	7	2,517	—	3,202
Lease modifications	—	(59)	—	(53)	—	(112)
Exchange realignment	112	(62)	—	—	—	50
Depreciation of right-of-use assets	(101)	(1,391)	(1,411)	(1,491)	(5)	(4,399)
Right-of-use assets at December 31, 2021	4,862	2,324	19,907	11,174	16	38,283

(b)Lease liabilities

Lease liabilities are as indicated below:

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term.


	2022	2021
	US$’000	US$’000
Carrying amount at January 1	2,504	3,373
Additions	23,703	678
Lease modification	—	—
Disposals	—	(68)
Accretion of interest recognized during the year	527	142
Payments	(3,123)	(1,561)
Exchange realignment	(9)	(60)
Carrying amount at December 31	23,602	2,504
Analyzed into:
Current portion	3,563	911
Non-current portion	20,039	1,593
Total	23,602	2,504

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


	2022	2021
	US$’000	US$’000
Interest on lease liabilities	527	142
Depreciation charge of right-of-use assets	5,743	4,399
Expense relating to short-term leases	1,132	182
Total amount recognized in profit or loss	7,402	4,723

The maturity analysis of lease liabilities is disclosed in note 35 to the financial statements. The total cash outflow for leases is disclosed in note 31 (c) to the financial statements.

The Company as a lessor

The Company leases assets it owns to the collaboration in accordance with the Janssen Agreement. These are finance leases for which the Company recognized an insignificant amount of finance income for the year ended December 31, 2022 and 2021.

At December 31, 2022 and 2021, the undiscounted minimum lease payments receivables by the Company in future periods under non-cancellable operating leases with its tenants are as follows:


	2022	2021
	US$’000	US$’000
Finance leases:
Within one year	583	94

Convertible Redeemable Preferred Shares	12 Months Ended
Convertible Redeemable Preferred Shares	Dec. 31, 2022
Disclosure of classes of share capital [abstract]
Convertible Redeemable Preferred Shares	CONVERTIBLE REDEEMABLE PREFERRED SHARES On March 30, 2020 and on April 16, 2020, the Company issued a total of 20,591,629 Series A convertible redeemable preferred shares (the “Series A Preference Shares”) to independent third parties, at the price of $7.792 per share for an aggregate purchase consideration of $160.5 million. All Series A Preferred Shares were converted into ordinary shares of the Company and all accrued but unpaid dividends were settled in the form of ordinary shares upon qualified IPO in June 2020. A fair value loss of $80.0 million was recorded in the fiscal year ended December 31, 2020 due to change in fair value upon conversion.

Collaboration Inventories

12 Months Ended

Dec. 31, 2022

Classes of current inventories [abstract]

Collaboration Inventories

COLLABORATION INVENTORIES


	December 31, 2022	December 31, 2021
	US$’000	US$’000

Raw materials	6,989	1,749
Work-in-process	690	—
Finished goods	2,675	—
Total collaboration inventories	10,354	1,749

The Company's reserve for inventory was $5.3 million as of December 31, 2022 and the Company had no reserve for inventory as of December 31, 2021. The Company’s reserve for inventory as of December 31, 2022 was primarily related to expired material and certain batches or units of product that did not meet quality specifications that were charged to collaboration cost of sales.

Trade Receivables

12 Months Ended

Dec. 31, 2022

Trade and other receivables [abstract]

Trade Receivables

TRADE RECEIVABLES


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Trade receivables	90	50,410

The Company’s trading terms with its customers are mainly on credit. The credit period is 45 to 60 days. The Company seeks to maintain strict control over its outstanding receivables and overdue balances are reviewed regularly by management. Trade receivables are non-interest-bearing. The Company had concentration of credit risk as $50.0 million (or 99.2%) of trade receivables that were due from one single customer under a license and collaboration agreement as at December 31, 2021.

As at December 31, 2022 and 2021, the expected credit loss is insignificant.

Prepayments, Other Receivables and Other Assets

12 Months Ended

Dec. 31, 2022

Disclosure Of Prepayments Other Receivables And Other Assets [Abstract]

Prepayments, Other Receivables and Other Assets

PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Interest receivable	1,517	230
Other receivables	41,324	837
Lease receivables	188	94
Income tax refund	1,003	4,712
VAT recoverable	1,396	2,264
Prepayments	16,327	5,715
Total	61,755	13,852

The amounts due from the Company’s related parties that are repayable on demand, which were included in the Company’s other receivables, was $0.3 million, (note 32) for December 31, 2022 and 2021 . As at December 31, 2022 and 2021, amounts prepaid to the Company’s related parties were $0.3 million and $1.2 million, respectively (note 32).

None of the above assets is either past due or impaired. The financial assets included in the above balances relate to receivables for which there was no recent history of default. The majority of the above balances were settled within 12 months and had no history of default. The Company estimated that the expected credit loss for the above receivables as at December 31, 2022 and 2021 is insignificant.

Financial Assets Measured At Amortized Cost

12 Months Ended

Dec. 31, 2022

Categories of financial assets [abstract]

Financial Assets Measured At Amortized Cost

FINANCIAL ASSETS MEASURED AT AMORTIZED COST


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Financial assets measured at amortized cost	—	29,937

Financial assets measured at amortized cost was related to commercial paper issued by a financial institution with principal amount of $30.0 million discounted bid yield of 0.5% per annum, and one year maturity date on June 1, 2022.

Cash and Cash Equivalents, Time Deposits and Pledged Deposits

12 Months Ended

Dec. 31, 2022

Disclosure Of Cash And Cash Equivalents Time Deposits And Pledged Deposits [Abstract]

Cash and Cash Equivalents, Time Deposits and Pledged Deposits

CASH AND CASH EQUIVALENTS, TIME DEPOSITS AND PLEDGED DEPOSITS


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Cash and cash equivalents	841,317	858,607
Less: Pledged deposits	(1,270)	(1,444)
Time deposits	(54,016)	(168,225)

Cash and cash equivalents	786,031	688,938

Denominated in USD	727,160	681,025
Denominated in RMB	21,472	5,875
Denominated in EUR	37,399	2,038

Cash and cash equivalents	786,031	688,938

The cash and cash equivalents of the Company denominated in Renminbi (“RMB”) amounted to $21.5 million and $5.9 million in the consolidated statements of financial position as at December 31, 2022 and 2021, respectively. The RMB is not freely convertible into other currencies, however, under Greater China Foreign Exchange Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange Regulations, the Company is permitted to exchange RMB for other currencies through banks authorized to conduct foreign exchange business.

The pledged deposit as at December 31, 2022 was pledged for issuing a letter of guarantee to a supplier of the Company and for credit card facilities. The pledged deposit as at December 31, 2021 was pledged for issuing bank acceptance notes to suppliers of the Company and credit card facilities.

Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances are deposited with creditworthy banks with no recent history of default. The carrying amounts of the cash and cash equivalents approximate to their fair values.

Trade Payables

12 Months Ended

Dec. 31, 2022

Trade and other payables [abstract]

Trade Payables

TRADE PAYABLES


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Trade payables	32,893	7,043

The trade payables are non-interest-bearing and are normally settled on 30-day terms.

As at December 31, 2022 and 2021, amounts due to the Company’s related parties, included in the Company’s trade payables, were $1.2 million and $2.4 million, respectively (note 32).

Other Payables and Accruals

12 Months Ended

Dec. 31, 2022

Disclosure Of Other Payables And Accruals [Abstract]

Other Payables and Accruals

OTHER PAYABLES AND ACCRUALS


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Accrued payroll	21,892	19,207
Accrued expense	127,390	81,364
Other payables	10,960	16,867
Payable for Collaboration Assets	22,852	5,605
Other tax payables	1,015	515
	184,109	123,558

Other payables are non-interest-bearing and repayable on demand.

As at December 31, 2022 and 2021, amounts due to the Company’s related parties, included in the Company’s other payables, were $2.5 million and $3.3 million, respectively (note 32).

Deferred Tax

12 Months Ended

Dec. 31, 2022

Deferred tax assets and liabilities [abstract]

Deferred Tax

DEFERRED TAX

The movements in the deferred tax liabilities and assets during the years ended December 31, 2022 and 2021 are as follows:

Deferred tax liabilities


	Collaboration revenue	Difference allowance in excess of related depreciation	Right of use assets	Total
	US$’000	US$’000	US$’000	US$’000
At January 1, 2021	(28,211)	(6,672)	(159)	(35,042)
Deferred tax charged/(credited) to the statement of profit or loss during the year	14,086	(1,964)	159	12,281
Gross deferred tax liabilities at December 31, 2021	(14,125)	(8,636)	—	(22,761)
At January 1, 2022	(14,125)	(8,636)	—	(22,761)
Deferred tax charged/(credited) to the statement of profit or loss during the year	14,125	885	(114)	14,896
Gross deferred tax liabilities at December 31, 2022	—	(7,751)	(114)	(7,865)

Deferred tax assets


	Losses available for offsetting against future taxable profits	Difference in intangible assets amortization	Accrued expense	Lease liability	Cost recovery of R&D expense	R&D credit	Total
	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
At January 1, 2021	15,081	5,342	608	165	—	9,605	30,801
Deferred tax charged to the statement of profit or loss during the year	5,367	(4,286)	649	(165)	—	(9,605)	(8,040)
Gross deferred tax assets at December 31, 2021	20,448	1,056	1,257	—	—	—	22,761
At January 1, 2022	20,448	1,056	1,257	—	—	—	22,761
Deferred tax charged to the statement of profit or loss during the year	(20,448)	194	2,192	120	3,046	—	(14,896)
Gross deferred tax assets at December 31, 2022	—	1,250	3,449	120	3,046	—	7,865

The Company has tax losses arising in Hong Kong of $1.9 million in 2022 (2021: $38.0 thousand) that are available indefinitely for offsetting against future taxable profits of the companies in which the losses arose.

The Company has tax losses arising in Greater China of $90.9 million in 2022 (2021: $91.8 million) that will expire in 5 years for offsetting against future taxable profits of the companies in which the losses arose.

The Company has tax losses arising in Ireland of $118.6 million in 2022 (2021 $82.9 million) that can be carried back for 1 year and carried forward indefinitely for offsetting against taxable profits of the company.

The Company has tax losses arising in the United States of America of $149.9 million in 2022 (2021: $226.6 million) that are available indefinitely for offsetting against future taxable profits of the companies in which the losses arose.

Deferred tax assets have not been recognized in respect of these tax losses as it is not considered probable that taxable profits will be available against which the tax losses can be utilized.

Deferred tax assets have not been recognized in respect of the following items during the reporting year:


	2022	2021
	US$’000	US$’000
Deductible temporary differences	190,133	15,420
Tax losses	966,542	609,200
Total	1,156,675	624,620

Deferred income tax assets are recognized for tax losses carried-forward to the extent that realization of the related tax benefit through future taxable profits is probable. Deferred tax assets have not been recognized in respect of the above items as it is not considered probable that taxable profits will be available against which the above items can be utilized.

Pursuant to the PRC Corporate Income Tax Law, a 10% withholding tax is levied on dividends declared to foreign investors from the foreign investment enterprises established in Greater China. The requirement is effective from January 1, 2008 and applies to earnings after December 31, 2007. A lower withholding tax rate may be applied if there is a tax treaty between Greater China and the jurisdiction of the foreign investors. For the Company, the applicable rate is 10%. The Company is therefore liable for withholding taxes on dividends distributed by those subsidiaries established in Greater China in respect of earnings generated from January 1, 2008.

At December 31, 2022 and 2021, the subsidiaries in Greater China had no distributable retained earnings.

According to the US tax laws, dividends payable by the Company’s US entity, to non-US resident enterprises shall be subject to 30% withholding tax. A lower withholding tax rate may be applied if there is a tax treaty between US and the jurisdiction of the foreign investors. For the Company, the applicable rate is 5%. The Company is therefore liable for withholding taxes on dividends distributed by those subsidiaries established in US.

At December 31, 2022 and 2021, the subsidiary in US had no distributable retained earnings.

Warrant Liability

12 Months Ended

Dec. 31, 2022

Disclosure of reserves within equity [abstract]

Warrant Liability

WARRANT LIABILITY

On May 13, 2021, the Company entered into a subscription agreement with an institutional investor relating to the offer and sale of 20,809,850 ordinary shares of the Company, par value $0.0001 per share, in a private placement at a purchase price of $14.41625 per ordinary share (the “PIPE Offering”). The total proceeds from the PIPE Offering was $300.0 million. Pursuant to the subscription agreement, the Company also agreed to issue and sell concurrently with the PIPE offering a warrant (the “Warrant”) exercisable for up to an aggregate of 10,000,000 ordinary shares (such transaction together with the PIPE Offering, the “Transactions”). The Transactions were completed on May 21, 2021 (the “Closing Date”). The Warrant is exercisable, in whole or in part, at an exercise price of $20.0 per ordinary share, at any time prior to the two-year anniversary of the Closing Date.

The Warrant is accounted for as a financial liability because the Warrant may be net share settleable at the holder’s option. The fair value of the warrant liability was assessed at $81.7 million and was recognized upon closing of the Transactions. As of December 31, 2022, the fair value of the Warrant was assessed at $67.0 million. A fair value gain of $20.9 million was recorded in profit or loss for the year ended December 31, 2022 due to change of the fair value. Management considered that there is no significant change of the Company’s own credit risk that drives the fair value change of the warrant liability during the year ended December 31, 2022.

The movement of the warrant liability is set out as below:


	2022	2021
	US$’000	US$’000
Balance, beginning of the period	87,900	—
Issuance of the warrant liability	—	81,700
Fair value (gain)/loss of the warrant liability	(20,900)	6,200
Balance, end of the period	67,000	87,900

Government Grants

12 Months Ended

Dec. 31, 2022

Government Grant [Abstract]

Government Grants

GOVERNMENT GRANTS


	2022	2021
	US$’000	US$’000
Deferred government grants	8,110	2,170
Current	451	304
Non-current	7,659	1,866

The grants were related to the subsidies received from local government authorities for the purpose of compensation for the expenditure on certain facilities and were credited to a deferred income account. The grants were released to other income and gains over the expected useful lives of the relevant assets. The group also received certain financial subsidies from local government authorities to support local business. There were no unfulfilled conditions and other contingencies attached to these government grants. These government grants were recognized in other income and gains upon receipt.

Collaboration Interest-Bearing Advanced Funding

12 Months Ended

Dec. 31, 2022

Disclosure of detailed information about borrowings [abstract]

Collaboration Interest-Bearing Advanced Funding

COLLABORATION INTEREST-BEARING ADVANCED FUNDING


	Effective interest rate	Maturity	December 31, 2022
	%		US$’000
Non-current	—		—
Loans from a collaborator	7.98	No specific maturity date	260,932

Pursuant to the license and collaboration agreement entered into with a collaborator, the Company is entitled to receive funding advances from the collaborator when certain operational conditions are met. As a result, the Company took an initial funding advance with principal amounting to $17.3 million on June 18, 2021, a second funding advance with principal amounting to $53.1 million on September 17, 2021, a third funding advance with principal amounting to $49.3 million on December 17, 2021, a forth funding advance with principal amounting to $5.3 million on March 18, 2022, a fifth funding advance with principal amounting to $60.9 million on June 17, 2022, a sixth funding advance with principal amounting to $60.5 million on September 16, 2022, and a seventh funding advance with principal amounting to $3.6 million on December 16, 2022, by reducing the same amount of other payables due to the collaborator, respectively (collectively, the “Funding Advances”).

These Funding Advances are accounted for as interest-bearing borrowings funded by the collaborator, constituted by a principal amounting to $250.0 million and applicable interests accrued amounting to $10.9 million upon such principal. The respective interest rate of each borrowing is based on the average annual London Interbank Offered Rate (LIBOR) for U.S. Dollars as reported in the Wall Street Journal on the due date of the quarterly invoice or the next business date should the due date fall on a weekend or holiday, plus 250 basis points, calculated on the number of days from the date on which the Company applied such borrowings. For each of the seven batches of funding advances, interest started to accrue from June 18, 2021, September 17, 2021, December 17, 2021, March 18, 2022, June 17, 2022, September 16, 2022, and December 16, 2022, respectively.

Pursuant to the terms of the license and collaboration agreement, the collaborator may recoup the aggregate amount of Funding Advances together with interest thereon from Company’s share of pre-tax profits from the first profitable year of the collaboration program and, subject to some limitations, from milestone payments due to the Company under the Janssen Agreement. The Company’s management estimated the loan will not be recouped by the collaborator within one

year, nor does the Company expect to repay the funding advances within one year, and thus the loan was classified as a long-term liability.

Share Capital and Share Premium

12 Months Ended

Dec. 31, 2022

Disclosure of classes of share capital [abstract]

Share Capital and Share Premium

SHARE CAPITAL AND SHARE PREMIUM


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Authorized:
2,000,000,000 shares of $0.0001 each	200	200
Issued and fully paid:
330,134,480 (2021: 308,456,852) ordinary shares of $0.0001 each	33	31

A summary of movements in the Company’s share capital and share premium is as follows:


	Number of shares in issue	Share capital	Share premium	Total
		US$’000	US$’000	US$’000
At December 31, 2020 and January 1, 2021	266,010,256	27	708,306	708,333

Issuance of ordinary shares relating to private placement for an institutional investor	20,809,850	2	218,298	218,300
Issuance of ordinary shares for follow-on public offering, net of issuance cost	17,231,150	2	323,438	323,440
Exercise of share options	4,056,380	—	6,089	6,089
Reclassification of vesting of restricted share units	349,216	—	5,323	5,323

At December 31, 2021 and January 1, 2022	308,456,852	31	1,261,454	1,261,485

Issuance of ordinary shares for follow-on public offering, net of issuance cost	18,722,000	2	377,641	377,643
Exercise of share options	2,040,580	—	4,070	4,070
Reclassification of vesting of restricted share units	915,048	—	13,850	13,850

At December 31, 2022	330,134,480	33	1,657,015	1,657,048

Note: On July 29, 2022, the Company completed a follow-on public offering by issuing 18,722,000 ordinary shares, in aggregate, at $21.50 per ordinary share and received net proceeds of $377.6 million, after deduction of related issuance costs of $24.9 million.

Share Option Scheme

12 Months Ended

Dec. 31, 2022

Disclosure of terms and conditions of share-based payment arrangement [abstract]

Share Option Scheme

SHARE OPTION SCHEMEThe Company operates a share option scheme (the “Scheme”) for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Company’s operations. Eligible participants of the Scheme include the Company’s directors, including independent non-executive directors, and employees of any member of the Company. The Scheme became effective on December 21, 2017 and, unless otherwise cancelled or amended, will remain in force for 10 years from that date. The Scheme has a performance vesting condition and is subject to forfeiture if the participants cannot meet certain performance targets set by the board of directors.

Share options do not confer any voting rights, or rights to participate in any dividends or distributions. The following share options were outstanding under the Scheme during the year:


	2022		2021		2020
	Weighted average exercise price	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price	Number of options
	US$ per share	’000	US$ per share	’000	US$ per share	’000
At January 1,	2.8970	9,529	1.9353	14,241	0.9273	18,013
Granted during the year	19.4468	2,265	15.4774	595	15.6128	679
Forfeited during the year	4.2888	(573)	2.9987	(1,251)	0.9963	(2,769)
Exercised during the year	1.8032	(2,041)	1.3346	(4,056)	1.0131	(1,682)
At December 31,	7.1370	9,180	2.8970	9,529	1.9353	14,241
Exercisable at December 31	2.8705	3,281	1.4334	2,828	1.0703	4,619

The weighted average share price at the date of exercise for share options exercised during 2022 was $22.5813 per share (2021: $18.4846, 2020: $14.9131).

The exercise prices and exercise periods of the share options outstanding as at the end of the reporting period are as follows:


December 31, 2022
Number of options ’000	Exercise price* US$ per share	Exercise period
2,875	0.5	2019/12/25 – 2027/12/25
1,248	1.0	2019/07/01 – 2028/08/29
271	1.0	2019/12/31 – 2028/12/30
1,393	1.5	2020/07/02 – 2029/07/01
201	11.5	2020/11/29 – 2029/11/28
90	11.5	2021/06/05 – 2030/06/04
322	16.3	2021/09/01 – 2030/08/31
—	13.6	2021/11/19 – 2030/11/18
410	14.1	2022/03/29 – 2031/03/28
165	19.0	2022/08/27 – 2031/08/26
740	18.4	2023/03/31 - 2032/03/30
750	18.2	2023/04/30 - 2032/04/29
80	18.4	2023/05/02 - 2032/05/01
40	18.4	2023/05/05 - 2032/05/04
80	18.4	2023/05/08 - 2032/05/07
200	18.4	2023/05/10 - 2032/05/09
15	19.7	2023/05/13 - 2032/05/12
240	27.5	2023/06/30 - 2032/06/29
60	23.3	2023/08/02 - 2032/08/01
9,180


December 31, 2021
Number of options ’000	Exercise price* US$ per share	Exercise period
4,054	0.5	2019/12/25 – 2027/12/25
1,849	1.0	2019/07/01 – 2028/08/29
382	1.0	2019/12/31 – 2028/12/30
1,822	1.5	2020/07/02 – 2029/07/01
332	11.5	2020/11/29 – 2029/11/28
90	11.5	2021/06/05 – 2030/06/04
385	16.3	2021/09/01 – 2030/08/31
20	13.6	2021/11/19 – 2030/11/18
430	14.1	2022/03/29 – 2031/03/28
165	19.0	2022/08/27 – 2031/08/26
9,529


December 31, 2020
Number of options ’000	Exercise price* US$ per share	Exercise period
5,393	0.5	2019/12/25 - 2027/12/25
4,317	1.0	2019/07/01 - 2028/08/29
540	1.0	2019/12/31 - 2028/12/30
2,868	1.5	2020/07/02 - 2029/07/01
444	11.5	2020/11/29 - 2029/11/28
90	11.5	2021/06/05 - 2030/06/04
569	16.3	2021/09/01 - 2030/08/31
20	13.6	2021/11/19 - 2030/11/18
14,241

*The exercise price of the share options is subject to adjustment in the case of rights or bonus issues, or other similar changes in the Company’s share capital. Pursuant to certain listing rules of the Hong Kong Stock Exchange to which members of the Genscript Group are subject to, the Company adjusted the exercise price of options granted during November 29, 2019 through December 9, 2019 to $11.50 per share. Concurrent with this adjustment, the Company agreed to pay each employee holding affected share options an amount in cash representing the difference between the adjusted exercise price over the original exercise price upon exercising the share options.

The fair value of the share options granted during the year ended December 31, 2022 was $27.2 million ($12.010 each) (2021: $5.7 million, $9.497 each; 2020: $6.7 million, $9.817 each). The Company recognized share option expense of $10.7 million (2021: $2.4 million, 2020: $1.9 million) during the year ended December 31, 2022.

The fair value of equity-settled share options granted during the period was estimated, using a binomial model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used:


	2022	2021	2020
Dividend yield (%)	—	—	—
Expected volatility (%)	73.0% - 87.1%	73.2% -76.4%	73.0% - 87.2%
Risk-free interest rate (%)	0.52% - 3.11%	0.03% - 1.72%	0.07%- 0.91%
Expected life of options (year)	10	10	10

The volatility measured at the standard deviation of expected share price returns is based on statistical analysis of comparable listed companies in the same industry. The weighted average share price was $19.4468 used in the share option fair value valuation model during the year ended December 31, 2022.

As at December 31, 2022, the Company had 9,179,778 share options outstanding under the Scheme. The exercise in full of the outstanding share options would, under the present capital structure of the Company, result in the issue of 9,179,778 additional ordinary shares of the Company, an additional share capital of $918 and a share premium of $65.5 million (before issue expenses).

At the date of approval of these financial statements, the Company had 9,179,778 share options outstanding under the share option scheme, which represented approximately 2.8% of the Company's shares in issue as at that date.

Restricted Share Units

12 Months Ended

Dec. 31, 2022

Restricted Stock Units [Abstract]

Restricted Share Units

RESTRICTED SHARE UNITS

The Company operates a RSU scheme for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Company’s operations. Eligible participants of the Scheme include the Company’s directors, including independent non-executive directors, and employees of any member of the Company. The RSU Scheme became effective on May 26, 2020 and, unless otherwise cancelled or amended, will remain in force for 10 years from that date. The RSU Scheme has a performance vesting condition and is subject to forfeiture if the participants cannot meet certain performance target set by the board of directors.

The movement in the number of RSUs outstanding for the year ended December 31, 2022, 2021 and 2020 was as follows:


	2022
	Number of RSU	Weighted average grant date fair value
	’000	US$ per unit
Outstanding at January 1	2,601	15.1808
Granted during the year	2,200	20.5695
Vested during the year	(915)	15.1354
Forfeited during the year	(500)	17.3746
Outstanding at December 31	3,386	18.3704


	2021
	Number of RSU	Weighted average grant date fair value
	’000	US$ per unit
Outstanding at January 1	1,113	15.3409
Granted during the year	2,133	15.0120
Vested during the year	(349)	15.2420
Forfeited during the year	(296)	14.4913
Outstanding at December 31	2,601	15.1808

The weighted-average remaining contractual life for outstanding RSUs granted under the RSU Scheme was 7.86 and 8.16 as of December 31, 2022 and 2021, respectively.

The fair value of the awarded shares was calculated based on the market price of the Company’s shares at the respective grant date.

For the year ended December 31, 2022, the fair value of the RSUs granted during the period was $45.3 million ($20.570 each), of which the Company recognized RSU expense of $23.6 million.

For the year ended December 31, 2021, the fair value of the RSUs granted during the period was $32.0 million ($15.012 each), of which the Company recognized RSU expense of $17.8 million.

For the year ended December 31, 2020, the fair value of the RSUs granted during the period was $17.5 million ($15.364 each), of which the Company recognized RSU expense of $2.9 million.

At the date of approval of these financial statements, the Company had 3,386,305 RSUs outstanding under the RSU Scheme, which represented approximately 1.0% of the Company's ordinary shares in issue as at that date.

Reserves	12 Months Ended
Reserves	Dec. 31, 2022
Disclosure of reserves within equity [abstract]
Reserves	RESERVES The amounts of the Company’s reserves and the movements therein for the current and prior years are presented in the consolidated statement of changes in equity of the consolidated financial statements. The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of operations with a functional currency other than US$. Under PRC laws and regulations, there are restrictions on the Company’s PRC subsidiaries with respect to transferring certain of their net assets to the Company either in the form of dividends, loans, or advances. Amounts of net assets restricted include paid in capital and reserve funds of the Company’s PRC subsidiaries, totaling $81.8 million and $71.9 million as at December 31, 2022 and 2021, respectively.

Notes to the Consolidated Statement of Cash Flows

12 Months Ended

Dec. 31, 2022

Disclosure Of Notes To Consolidated Statement Of Cash Flows [Abstract]

Notes to the Consolidated Statement of Cash Flows

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

(a)Major non-cash transactions

For the year ended December 31, 2022 and 2021, the Company had non-cash additions to collaboration interest-bearing advanced funding of $130.3 million and $119.7 million which was received through the deduction of other payables to a collaborator.

For the year ended December 31, 2022 and 2021, the Company had non-cash fair value gain of $20.9 million and non-cash fair value loss of $6.2 million of warrant liability.

For the year ended December 31, 2021, the Company had non-cash prepayment of $1.5 million in exchange of research and development service from Nanjing Probio Biotech Co., Ltd. and Jiangsu GenScript Probio Biotech Co., Ltd.

For the years ended December 31, 2022, 2021 and 2020, the Company had non-cash additions to right-of-use assets of $23.2 million, $0.7 million and $0.5 million, and lease liabilities of $23.7 million, $0.7 million and $0.5 million, in respect of lease arrangements for buildings, respectively.

For the years ended December 31, 2022, 2021 and 2020, the Group had non-cash additions to collaboration prepaid leases included in the other payables and accruals for the assets leased from the collaboration partner of $26.50 million $7.6 million and $5.2 million, respectively, and had non-cash additions to property, plant and equipment included in other payables and accruals of $5.1 million, $6.7 million and $8.6 million, respectively.

For the year ended December 31, 2020, the Company had non-cash fair value loss of $80.0 million of convertible redeemable preferred shares.

(b)Changes in liabilities arising from financing activities


	Convertible redeemable preferred shares	Other payables to related parties	Lease liabilities
	US$’000	US$’000	US$’000
At January 1, 2022	—	—	2,504
Additions of lease liabilities	—	—	23,703
Changes from financing cash flows	—	—	(2,596)
Disposal	—	—	—
Interest expense	—	—	527
Interest paid classified as operating cash flows	—	—	(527)
Foreign exchange movement	—	—	(9)
At December 31, 2022	—	—	23,602
At January 1, 2021	—	—	3,373
Additions of lease liabilities	—	—	678
Changes from financing cash flows	—	—	(1,419)
Disposal	—	—	(68)
Interest expense	—	—	142
Interest paid classified as operating cash flows	—	—	(142)
Foreign exchange movement	—	—	(60)
At December 31, 2021	—	—	2,504
At January 1, 2020	—	4	6,085
Additions of lease liabilities	—	—	(437)
Changes from financing cash flows	160,450	(4)	(2,602)
Interest expense	—	—	195
Interest paid classified as operating cash flows	—	—	(195)
Fair value loss of the convertible redeemable preferred shares	79,984	—	—
Conversion to ordinary shares	(240,434)	—	—
Foreign exchange movement	—	—	327
At December 31, 2020	—	—	3,373

(c)Total cash outflow for leases

The total cash outflow for leases included in the statement of cash flows is as follows:


	2022	2021	2020
	US$’000	US$’000	US$’000
Within operating activities	527	142	195
Within financing activities	2,596	1,419	2,602
Short-term leases	1,132	182	69
Total	4,255	1,743	2,866

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Capital commitments [abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

(a)Capital commitments

The Company had the following capital commitments at the end of the year:


	2022	2021	2020
	US$’000	US$’000	US$’000
Construction in progress	22,706	25,897	33,637

(b)Loss contingencies

In September 2021, a former employee elected to enter into arbitration against Legend USA with the American Arbitration Association, claiming such former employee was discriminated against due to her gender and wrong fully terminated in retaliation for engaging in alleged protected activity. The former employee demanded Legend USA to pay damages of approximately $3.0 million for alleged lost pay, lost equity, damage to reputation, emotional distress and other related losses.

Management believes that the former employee’s claims above are without merit and intends to defend vigorously. At the early stage of the process, management cannot predict the ultimate outcome of the above claims, whether in whole or in part, which may result in a loss, if any. Therefore, in the opinion of management and legal counsel, an estimate of the amount or arrange of reasonably possible losses cannot be made at this time. Accordingly, no provision for any liability has been made in the financial statements.

We are party to a lease with Janssen under which we expect to lease an approximately 106,000 square foot manufacturing facility from Janssen located in Raritan, New Jersey. That lease will become effective and recorded as a lease on a future date contingent on the U.S. Food and Drug Administration’s approval of our Biologics License Application for cilta-cel, which we referred to as the Facility Transition Date. For this facility, which we collaboratively operate with Janssen, we continue to invest in manufacturing, quality, information technology and distribution capabilities to support the launch of CARVYKTI.

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Disclosure of transactions between related parties [abstract]

Related Party Transactions

RELATED PARTY TRANSACTIONS


Company						Relationship
Nanjing GenScript Biotech Co., Ltd. (formerly named as Nanjing Jinsirui Biotechnology Co., Ltd.)						Company controlled by the ultimate holding company
Jiangsu GenScript Biotech Co., Ltd.						Company controlled by the ultimate holding company
Genscript USA Incorporated						Company controlled by the ultimate holding company
Genscript USA Holdings Inc						Company controlled by the ultimate holding company
Genscript Biotech (Netherlands) B.V.						Company controlled by the ultimate holding company
Nanjing Probio Biotech Co., Ltd.						Company controlled by the ultimate holding company
Jiangsu GenScript Probio Biotech Co., Ltd.						Company controlled by the ultimate holding company
Genscript Netherlands						Company controlled by the ultimate holding company
Genscript Biotech Corporation (“GenScript”)						Company controlled by the ultimate holding company
Genscript Probio USA Inc.						Company controlled by the ultimate holding company

(a)In addition to the transactions detailed elsewhere in the consolidated financial statements, the Company had the following transactions with related parties during the year:

(i)Licensing of patents to related parties:


	2022	2021	2020
	US$’000	US$’000	US$’000
Nanjing Probio Biotech Co., Ltd.	—	3,019	—

The sale was generated from an exclusive licensing of certain patents to Nanjing Probio Biotech Co., Ltd and its affiliates.

(ii)Sales-based royalties from related parties:


	2022	2021	2020
	US$’000	US$’000	US$’000
Nanjing Probio Biotech Co., Ltd.	328	405	—

The sale was generated from sales-based royalties related to the exclusive licensing of certain patents to Nanjing Probio Biotech Co., Ltd and its affiliates.

(iii)Purchases from related parties:


	2022	2021	2020
	US$’000	US$’000	US$’000
Nanjing GenScript Biotech Co., Ltd.	6,174	9,615	4,162
Jiangsu GenScript Probio Biotech Co., Ltd	1,306	334	—
Genscript USA Incorporated	1,028	786	424
Genscript USA Holdings Inc	380	—	—
Nanjing Probio Biotech Co., Ltd.	237	21	—
Jiangsu GenScript Biotech Co., Ltd	51	146	41
GenScript Probio USA Inc.	8	—	—
Genscript Netherlands	5	6	—
Total	9,189	10,908	4,627

The transactions were made according to the price and terms agreed with related parties.

(iv)Shared services:

During the years ended December 31, 2022, 2021 and 2020, Nanjing GenScript Biotech Co., Ltd. provided certain accounting, legal, IT and administrative shared services to the Company for a consideration of $1.6 million, $1.6 million and $3.3 million, respectively.

(v)Compensation fee for termination of service agreement:


	2022	2021	2020
	US$’000	US$’000	US$’000
Jiangsu GenScript Biotech Co., Ltd.	—	2,666	—

In May 2021, pursuant to a settlement agreement between the Company and Jiangsu GenScript Biotech Co., Ltd., the Company incurred compensation charges for the termination of a service agreement related to the design and construction of a lab facility.

(vi)Financing from follow-on public offering, net of issuance cost


	2022	2021	2020
	US$’000	US$’000	US$’000
Genscript Biotech Corporation	—	84,600	—

Genscript purchased 4,500,000 ordinary shares, in the form of ADSs issued as part of the follow-on public offering on December 20, 2021, at the same price as these shares issued to the public (note 26).

(vii)Lease contract guarantee

In 2018, Legend Ireland entered into a copy property lease agreement with a third party in Dublin with lease period from 2018 to August 2028. Genscript provided a guarantee on Legend Ireland’s payment obligations under the lease agreement for nil consideration.

(b)Outstanding balances with related parties:

The Company had the following significant balances with its related parties at the end of the year:

(i)Due from related parties


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Trade receivables
Nanjing Probio Biotech Co., Ltd.	90	409


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Other receivables
Nanjing GenScript Biotech Co., Ltd.	321	243
Genscript USA Incorporated	16	19
Jiangsu Genscript Biotech Co., Ltd	3	—
Total	340	262


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Prepayment
Nanjing Probio Biotech Co., Ltd.	251	274
Jiangsu GenScript Probio Biotech Co., Ltd	21	925
Total	272	1,199

(ii)Due to related parties.


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Trade payables
Nanjing GenScript Biotech Co., Ltd.	935	2,301
Genscript USA Incorporated	134	46
Jiangsu GenScript Biotech Co., Ltd	93	1
Nanjing Probio Biotech Co., Ltd.	21	22
Total	1,183	2,370


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Other payables
Nanjing GenScript Biotech Co., Ltd.	2,435	3,293
GenScript USA Incorporated.	58	50
Jiangsu Genscript Biotech Co., Ltd	7	—
Jiangsu Genscript Probio Biotech Co., Ltd	4	—
Nanjing Probio Biotech Co., Limited	3	—
Genscript Netherlands	1	—
Total	2,508	3,343


	December 31, 2022	December 31, 2021
	US$’000	US$’000
Lease liabilities
Genscript USA Holdings Inc	427	—
Nanjing GenScript Biotech Co., Ltd.	205	286
Total	632	286

Except for lease liabilities with incremental borrowing rates between 5.14% and 7.94% repayable over 5 years, all other related party balances are unsecured and repayable on demand and interest free.

(iii)Compensation of key management personnel of the Company:


	2022	2021	2020
	US$’000	US$’000	US$’000
Equity-settled share-based compensation expense	3,582	2,907	529
Short-term employee benefits	2,170	1,942	1,733
Termination payment	—	—	774
Total	5,752	4,849	3,036

Financial Instruments by Category

12 Months Ended

Dec. 31, 2022

Disclosure of detailed information about financial instruments [abstract]

Financial Instruments by Category

FINANCIAL INSTRUMENTS BY CATEGORY

The carrying amounts of each of the categories of financial instruments as at the end of each of the reporting periods are as follows:

As at December 31, 2022

Financial assets


	Financial assets at amortized cost	Financial assets at value through profit or loss
	US$’000	US$’000
Trade receivables	90	—
Financial assets included in prepayments, other receivables and other assets (note 17)	43,029	—
Financial assets measured at fair value through profit and loss	—	185,603
Time deposits	54,016	—
Pledged deposits	1,270	—
Cash and cash equivalents	786,031	—
Total	884,436	185,603

Financial liabilities


	Financial liabilities at amortized cost	Financial liabilities at fair value
	US$’000	US$’000
Trade payables	32,893	—
Warrant liability	—	67,000
Financial liabilities included in other payables and accruals (note 21)	10,960	—
Collaboration interest-bearing advanced funding	260,932	—
Lease liabilities	23,602	—
Total	328,387	67,000

As at December 31, 2021

Financial assets


			Financial assets at amortized cost
			US$’000
Trade receivables			50,410
Financial assets included in prepayments, other receivables and other assets (note 17)			1,067
Financial assets at amortized cost			29,937
Lease receivables			94
Time deposits			168,225
Pledged deposits			1,444
Cash and cash equivalents			688,938
Total			940,115

Financial liabilities


	Financial liabilities at amortized cost	Financial liabilities at fair value
	US$’000	US$’000
Trade payables	7,043	—
Warrant liability	—	87,900
Financial liabilities included in other payables and accruals (note 21)	16,867	—
Collaboration interest-bearing advanced funding	120,462	—
Lease liabilities	2,504	—
Total	146,876	87,900

Fair Value and Fair Value Hierarchy of Financial Instruments

12 Months Ended

Dec. 31, 2022

Disclosure Of Fair Value Of Financial Instruments [Abstract]

Fair Value and Fair Value Hierarchy of Financial Instruments

FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

Management has assessed that the fair values of cash and cash equivalents, pledged deposits, time deposits, financial assets included in prepayments, other receivables and other assets, trade receivables, trade payables 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 Company’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 department reports directly to the finance manager. At each reporting date, the finance department analyzed the movements in the values of financial instruments and determined the major inputs applied in the valuation. The valuation was reviewed and approved by the finance manager. The valuation process and results are discussed with the directors once a year for 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 following table illustrates the fair value measurement hierarchy of the Company’s financial instruments:

Asset measured at fair value:

As at December 31, 2022

Fair value measurement using

Quoted
prices
in active
markets
(Level 1)

Significant
observable
inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)

Total

US$’000

Financial assets at fair value through profit or loss

185,603

—

185,603

Financial assets measured at fair value consists of money market funds.

Liability measured at fair value:

As at December 31, 2022

Fair value measurement using

Quoted
prices
in active
markets
(Level 1)

Significant
observable
inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)

Total

US$’000

Warrant liability

—

67,000

—

67,000

The following table lists the inputs to the binominal model used for the fair value valuation of warrant liability:


	December 31, 2022
Underlying stock price	$24.96
Volatility	62.3	%
Risk free rate	3.8% - 4.7%
Dividend	0	%

As at December 31, 2021

Fair value measurement using

Quoted
prices
in active
markets
(Level 1)

Significant
observable
inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)

Total

US$’000

Warrant liability

—

87,900

—

87,900

The following table lists the inputs to the binominal model used for the fair value valuation of warrant liability:


	December 31, 2021
Underlying stock price	$23.31
Volatility	70.5	%
Risk free rate	0.58	%
Dividend	0	%

During the year ended December 31, 2022, 2021 and 2020, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and financial liabilities.

Financial Risk Management Objectives and Policies

12 Months Ended

Dec. 31, 2022

Disclosure of detailed information about financial instruments [abstract]

Financial Risk Management Objectives and Policies

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial instruments comprise cash and cash equivalents, pledged deposits, time deposits, financial assets measured at amortized cost, prepayments, other receivables and other assets, and financial liabilities included in other payables and accruals. The main purpose of these financial instruments is to raise finance for the Company’s operations. The Company has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations.

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

Interest rate risk

As at December 31, 2022, the Company's exposure to the risk of changes in interest rates primarily relates to the Company's Funding Advances with a floating interest rate as disclosed in note 25 to the consolidated financial statements. As at December 31, 2022, management considered that any reasonable changes in the interest rate would not have significant impact on the interest expense from the Funding Advances. Accordingly, no sensitivity analysis for interest rate risk is presented.

Foreign currency risk

The Company has transactional currency exposures. Such exposures arise from sales or purchases by operating units in currencies other than the units’ functional currencies. Approximately 0.3% in 2022 (2021 and 2020: 54% and nil) of the Company’s sales were denominated in currencies other than the functional currencies of the operating units making the sale.

As at December 31, 2022, 2021 and 2020, the Company had no outstanding foreign currency forward exchange contract. At present, the Company does not intend to seek to hedge its exposure to foreign exchange fluctuations. However, management constantly monitors the economic situation and the Company’s foreign exchange risk profile and will consider appropriate hedging measures in the future should the need arise.

The following table demonstrates the sensitivity at the end of the reporting period to a reasonably possible change in the Euro ("EUR") and RMB exchange rate against US$, with all other variables held constant, of the Company’s loss before tax (due to changes in the fair values of monetary assets and liabilities).


	Increase/ (decrease) in the rate of foreign currency	Decrease/ (increase) in loss before tax
	%	US$’000
Year ended December 31, 2022
If US$ strengthens against RMB	5	1,314
If US$ weakens against RMB	(5)	(1,314)
If US$ strengthens against EUR	5	(1,441)
If US$ weakens against EUR	(5)	1,441
Year ended December 31, 2021
If US$ strengthens against RMB	5	1,215
If US$ weakens against RMB	(5)	(1,215)
If US$ strengthens against EUR	5	(3,086)
If US$ weakens against EUR	(5)	3,086
Year ended December 31, 2020
If US$ strengthens against RMB	5	678
If US$ weakens against RMB	(5)	(678)
If US$ strengthens against EUR	5	(817)
If US$ weakens against EUR	(5)	817

Credit risk

The Company trades only with recognized and creditworthy third parties. It is the Company’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis and the Company’s exposure to bad debts is not significant. For transactions that are not denominated in the functional currency of the relevant operating unit, the Company does not offer credit terms without the specific approval of the Head of Credit Control.

The credit risk of the Company’s other financial assets, which comprise cash and cash equivalents, pledged deposits, financial assets measured at amortized cost and other receivables, arises from default of the counterparty, with a maximum exposure equal to the carrying amounts of these instruments. Further quantitative data in respect of the Company’s exposure to credit risk arising from trade receivables and other receivables are disclosed in notes 16 and 17 to the consolidated financial statements, respectively.

Since the Company trades only with recognized and creditworthy third parties, there is no requirement for collateral. Concentrations of credit risk are managed by debtor. The Company had certain concentrations of credit risk with respect to trade receivables, which are disclosed in note 16 to the consolidated financial statements.

Liquidity risk

The Company monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of both its financial investments and financial assets (e.g., trade receivables and other financial assets) and projected cash flows from operations.

The maturity profile of the Company’s financial liabilities as at the end of the reporting period, based on contractual undiscounted payments, is as follows:


As at December 31, 2022
	Less than 1 years	Over 1 years	Total
	US$’000	US$’000	US$’000
Trade payables	32,893	—	32,893
Other payables and accruals	10,960	—	10,960
Warrant liability	67,000	—	67,000
Collaboration interest-bearing advanced funding	—	260,932	260,932
Lease liabilities	3,966	23,193	27,159
Total	114,819	284,125	398,944


As at December 31, 2021
	Less than 1 years	Over 1 years	Total
	US$’000	US$’000	US$’000
Trade payables	7,043	—	7,043
Other payables and accruals	16,867	—	16,867
Warrant liability	87,900	—	87,900
Collaboration interest-bearing advanced funding	—	120,462	120,462
Lease liabilities	911	1,708	2,619
Total	112,721	122,170	234,891

Note: Pursuant to the terms of the license and collaboration agreement, the collaborator may recoup the aggregate amount of Funding Advances together with interest thereon from Company’s share of pre-tax profits for the first profitable year of the collaboration program and, subject to some limitations, from milestone payments due to the Company under the Janssen Agreement. The Company’s management estimated the loan will not be recouped by the collaborator within one year.

Capital management

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

The Company 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 Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the reporting periods.

The Company monitors capital using a gearing ratio, which is total liabilities divided by total assets. The gearing ratios as at the end of each year were as follows:


	December 31, 2022		December 31, 2021
	US$’000		US$’000
Total liabilities	586,651		353,521
Total assets	1,330,963		1,119,465
Gearing ratio	44	%	32	%

Approval of the Consolidated Financial Statements	12 Months Ended
Approval of the Consolidated Financial Statements	Dec. 31, 2022
Statement of financial position [abstract]
Approval of the Consolidated Financial Statements	APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTSThe consolidated financial statements were approved and authorized for issue by the Board of Directors on March 28, 2023

Summary Of Significant Accounting Policies (Policies)