Jacobio Pharmaceuticals Group Co., Ltd. — Capital/Financing Update 2021

Jul 14, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement does not constitute or form a part of any offer of securities for sale in the United States. The Shares subject to the Placing (the “ Sale Shares ”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”) and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. No public offering of the Sale Shares will be made in the United States.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

JACOBIO PHARMACEUTICALS GROUP CO., LTD. 加科思藥業集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1167)

INSIDE INFORMATION PLACING OF EXISTING SHARES

This announcement is made by JACOBIO PHARMACEUTICALS GROUP CO., LTD. (the “ Company ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”).

PLACING OF SHARES

The Company has been informed by (i) BioEngine Capital Holding Limited; (ii) Fangyuan Growth SPC – PCJ Healthcare Fund SP; (iii) Time Sky Holding Limited; and (iv) Hmed Ltd (together, the “ Sellers ”), that the Sellers have entered into a placing agreement (the “ Placing Agreement ”) with Goldman Sachs (Asia) L.L.C. (the “ Placing Agent ”) on July 14, 2021, for the placing of an aggregate of 29,877,000 shares of US$0.0001 each in the Company (“ Sale Shares ”), representing approximately 3.873% of the total issued share capital of the Company as at the date of this announcement, at a price of HK$21.02 per Share (the “ Placing ”). The Sellers have further informed the Company that, to their best knowledge, the purchaser(s) of Sale Shares in connection with the Placing are third parties independent of and not connected with the Company (as defined in the Listing Rules).

The board of directors of the Company (the “ Board ”) does not expect the Placing to have any significant impact on the business operations and the composition of the management of the Group.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out a summary of the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately upon completion of the Placing:

The table below sets out a summary of the shareholding structure of the Company (i) as at the dateof this announcement; and (ii) immediately upon completion of the Placing:	The table below sets out a summary of the shareholding structure of the Company (i) as at the dateof this announcement; and (ii) immediately upon completion of the Placing:	The table below sets out a summary of the shareholding structure of the Company (i) as at the dateof this announcement; and (ii) immediately upon completion of the Placing:	The table below sets out a summary of the shareholding structure of the Company (i) as at the dateof this announcement; and (ii) immediately upon completion of the Placing:	The table below sets out a summary of the shareholding structure of the Company (i) as at the dateof this announcement; and (ii) immediately upon completion of the Placing:
SellersBioEngine Capital HoldingLimited(1)Fangyuan Growth SPC – PCJHealthcare Fund SP(1)Time Sky Holding Limited(2)Hmed Ltd(3)Total Shares Held by the Sellers	As at the date of thisannouncementNumber ofshares heldApproximate% of totalissued shares98,330,00012.746%20,488,8902.656%18,886,7752.448%277,098,97535.919%41480464053.769%		Immediately uponcompletion of the PlacingNumber ofshares heldApproximate% of totalissued shares87,557,00011.349%10,951,8901.420%15,295,7751.983%271,122,97535.144%38492764049.896%
				49.896%
Purchaser(s)Other Shareholders of the CompanyTotal	,,–356,657,540771,462,180	–46.231%100%	,,29,877,000386,534,540771,462,180
				3.873%
				50.104%
				100%

Notes:

• (1) Center Laboratories, Inc., a company listed on the Taiwan Stock Exchange (stock code: 4123.TWO), indirectly holds 58.60% of the total issued shares of BioEngine Capital Holding Limited and holds 33.23% of fund shares in Fangyuan Growth SPC-PCJ Healthcare Fund SP, which is managed by Fangyuan Capital (Hong Kong) Limited.

• (2) Time Sky Holding Limited is a limited company incorporated in the British Virgin Islands and is wholly-owned by Dazzling Dragon Investment Limited, a limited company incorporated in the British Virgin Islands, which is in turn wholly-owned by Ms. Le Ma, a third party independent of and not connected with the Company (as defined in the Listing Rules).

• (3) Hmed Ltd is a limited liability company incorporated under the laws of the British Virgin Islands which held 29,057,059 ordinary shares of the company as at the date of this announcement and wholly owned by Ms. Yunyan Hu (“ Ms. Hu ”). Ms. Hu is an executive director of the Company. By virtue of the SFO, Ms. Hu is deemed to be interested in all the Shares held by Hmed Ltd. In addition, each of Ms. Hu and Hmed Ltd is deemed to be interested in all Shares held by Dr. Yinxiang Wang, Yakovpharma Ltd, Johwpharma Ltd, Willgenpharma Ltd, Honourpharma Ltd, Ms. Xiaojie Wang, Risepharma Ltd, Blesspharma Ltd, Dr. Shaojing Hu and Emmanuelhupharma Ltd as they are parties acting in concert.

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The Placing and its completion are subject to the fulfilment of conditions under the relevant Placing Agreement. There is no assurance that any transaction mentioned in this announcement will materialize or eventually be consummated. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

On behalf of the Board of Directors JACOBIO PHARMACEUTICALS GROUP CO., LTD. Yinxiang WANG Chairman

Hong Kong, July 14, 2021

As at the date of this announcement, the Board of Directors of the Company comprises Dr. Yinxiang WANG as Chairman and executive Director, Ms. Xiaojie WANG, Dr. Shaojing HU and Ms. Yunyan HU as executive Directors, Dr. Ting FENG, Ms. Yanmin TANG, Dr. Dong LYU and Dr. Te-li CHEN as non-executive Directors, and Dr. Ruilin SONG, Dr. Ge WU, Dr. Daqing CAI and Dr. Xiaoming WU as independent non-executive Directors.

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