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

Jan 13, 2021

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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.

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated Wednesday, December 9, 2020 (the “ Prospectus ”) issued by JACOBIO PHARMACEUTICALS GROUP CO., LTD. (the “ Company ”).

This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.

This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”) or any state securities laws of the United States and may be offered and sold (a) in the United States only to persons who are “Qualified Institutional Buyers” in reliance on Rule 144A under the U.S. Securities Act or another exemption from, or in a transaction not subject to, registration under the U.S. Securities Act and (b) outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. The Company has not intended and does not intend to make any public offer of securities in the United States. No registration has been or will be made under the United States Investment Company Act of 1940.

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)

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

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PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on January 13, 2021 in respect of an aggregate of 11,808,300 additional Shares, representing approximately 12.24% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The Over-allotment Shares (as defined below) will be issued and allotted by the Company at HK$14.00 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company announces that the stabilization period in connection with the Global Offering ended on January 13, 2021, being the 30th day after the last day for lodging of applications under the Hong Kong Public Offering. The stabilizing actions undertaken by the Stabilizing Manager, or any person acting for it during the stabilization period are set out in this announcement.

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on January 13, 2021 in respect of an aggregate of 11,808,300 additional Shares (the “ Over-allotment Shares ”), representing approximately 12.24% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The Over-allotment Shares will be issued and allotted by the Company at HK$14.00 per Share (excluding brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering. The Over-allotment Shares will be used to return part of the borrowed Shares to Yakovpharma Ltd, which were used to cover over-allocations of Shares in the International Offering.

APPROVAL OF LISTING

Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee. Listing of and dealing in such Over-allotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on January 18, 2021.

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SHAREHOLDING STRUCTURE OF THE COMPANY UPON COMPLETION OF THE PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The shareholding structure of the Company immediately before and immediately after completion of the partial exercise of the Over-allotment Option is as follows:

ShareholdersYakovpharma Ltd(1)Other Concert PartiesBioEngine Capital Holding LimitedFangyuan Growth SPC – PCJ Healthcare Fund SPQiming Venture Partners V, L.P.Qiming Venture Partners VI, L.P.Qiming Managing Directors Fund V, L.P.Qiming Managing Directors Fund VI, L.P.LAV Funds(2)Matthews FundsHudson Bay CapitalOctagon Investments Master Fund LPSuperstring Capital Master Fund LPSage Partners Master FundHillhouse Capital Management, Ltd.(3)Rongtong Fund Management Co., Ltd(3)CICC Financial Trading Limited(3)Other Shareholders(4)Total	Immediately before thecompletion of partial exerciseof the Over-allotment OptionNumber ofSharesApproximatepercentage ofthe Company’sissued sharecapital62,855,0008.27%214,243,97528.20%98,330,00012.94%20,488,8902.70%31,250,4054.11%48,305,7406.36%969,5950.13%1,299,8150.17%8,305,2001.09%8,305,2001.09%5,536,8000.73%5,536,8000.73%2,768,4000.36%2,768,4000.36%555,0000.07%555,0000.07%18,0000.002%247,561,66032.59%759,653,880100%	Immediately after thecompletion of partial exerciseof the Over-allotment OptionNumber ofSharesApproximatepercentage ofthe Company’sissued sharecapital62,855,0008.15%214,243,97527.78%98,330,00012.75%20,488,8902.66%31,250,4054.05%48,305,7406.26%969,5950.13%1,299,8150.17%8,305,2001.08%8,305,2001.08%5,536,8000.72%5,536,8000.72%2,768,4000.36%2,768,4000.36%555,0000.07%555,0000.07%18,0000.002%259,369,96033.62%771,462,180100%

• (1) Includes the 14,471,400 Shares lent to Goldman Sachs International under the Stock Borrowing Agreement.

• (2) Only includes the Shares acquired as a cornerstone investor but excludes the Shares acquired by the entity and its close associates before the Global Offering.

(3) Only includes the Shares acquired as a placee but excludes the Shares acquired by the entity and its close associates before the Global Offering.

• (4) Shares held by these Shareholders are counted towards the public float.

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USE OF PROCEEDS

The additional net proceeds of approximately HK$158.7 million to be received by the Company from the allotment and issue of the Over-allotment Shares after deducting the underwriting fees and commissions and other estimated expenses (if any) in connection with the Over-allotment Shares to be issued upon the partial exercise of the Over-allotment Option, will be used by the Company for the purposes as set out in the section headed “Future Plans and Use of Proceeds” in the Prospectus.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company announces that the stabilization period in connection with the Global Offering ended on Wednesday, January 13, 2021, being the 30th day after the last day for lodging of applications under the Hong Kong Public Offering. The stabilizing actions undertaken by the Stabilizing Manager, or any person acting for it during the stabilization period are set out below:

• (a) over-allocations of an aggregate of 14,471,400 Offer Shares in the International Offering, representing approximately 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;

• (b) borrowing of an aggregate of 14,471,400 Shares by an affiliate of the Stabilizing Manager from Yakovpharma Ltd pursuant to the Stock Borrowing Agreement to cover over-allocations in the International Offering;

• (c) successive purchases of an aggregate of 2,663,100 Shares in the price range of HK$13.02 to HK$14.00 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) on the market during the stabilization period, representing approximately 2.76% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The last purchase made by the Stabilizing Manager or any person acting for it on the market during the course of the stabilization period was January 5, 2021 at the price of HK$13.98 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%);

• (d) the partial exercise of the Over-allotment Option by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on January 13, 2021, in respect of an aggregate of 11,808,300 additional Shares, representing approximately 12.24% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price per Share; and

• (e) the portion of the Over-allotment Option which has not been exercised by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) lapsed on January 13, 2021.

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PUBLIC FLOAT

Immediately after the completion of the Global Offering and after the partial exercise of the Over-allotment Option, the Company will continue to comply with the public float requirements under Rule 8.08(1)(a) and Rule 18A.07 of the Listing Rules.

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

Hong Kong, January 13, 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, Mr. 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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