Kintor Pharmaceutical Limited — Capital/Financing Update 2021

Jun 2, 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.

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.

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

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any other state securities law in the United States, and may not be offered or sold within the United States unless registered under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Company has no intention to register under the U.S. Securities Act any of the securities referred to herein or to conduct a public offering of securities in the United States.

==> picture [58 x 59] intentionally omitted <==

**開拓藥業有限公司 ***

KINTOR PHARMACEUTICAL LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 9939)

COMPLETION OF TOP-UP PLACING OF EXISTING SHARES AND SUBSCRIPTION FOR SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that the completion of the Placing took place on 31 May 2021 in accordance with the terms and conditions of the Agreement, where an aggregate of 21,900,000 Placing Shares were successfully placed by the Placing Agent to no less than six placees, who and whose ultimate beneficial owners are, to the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, third parties independent of and not connected with the Company or its connected persons, at the Placing Price of HK$64.50 for each Placing Share.

As all conditions for the completion of the Subscription had been fulfilled, the Company allotted and issued 18,200,000 Subscription Shares to the Vendor at HK$64.50 per Subscription Share on 2 June 2021 in accordance with the terms and conditions of the Subscription Agreement.

Reference is made to the announcement of the Company dated 26 May 2021 in respect of the Placing of existing Shares and Subscription of new Shares under the General Mandate (the “ Announcement ”). Unless defined otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

1

COMPLETION OF THE PLACING AND THE SUBSCRIPTION

The Board is pleased to announce that the completion of the Placing took place on 31 May 2021. An aggregate of 21,900,000 Placing Shares were successfully placed by the Placing Agent to no less than six placees at the Placing Price of HK$64.50 for each Placing Share pursuant to the terms and conditions of the Agreement. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the placees and their ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons. None of the placees and their ultimate beneficial owners has become a substantial shareholder (as defined under the Listing Rules) of the Company upon completion of the Placing.

As all conditions for the completion of the Subscription had been fulfilled, the Company allotted and issued 18,200,000 Subscription Shares to the Vendor at HK$64.50 per Subscription Share on 2 June 2021 in accordance with the terms and conditions of the Subscription Agreement. The Subscription Shares represent approximately 4.70% of the issued share capital of the Company as enlarged by the Subscription. The net proceeds from the Subscription are estimated to be approximately HK$1.16 billion, net of professional fees and out-of-pocket expenses.

The Company intends to use all of the net proceeds from the Subscription for development and commercialisation of Proxalutamide and working capital for general corporate purpose.

The table below sets out the shareholding structures of the Company (i) immediately before the completion of the Placing and the Subscription; (ii) immediately after the completion of the Placing, but before the completion of the Subscription; and (iii) immediately after the completion of the Placing and the Subscription, respectively[(1)] :

2

Effect of the Placing and the Subscription on shareholding of the Company

Shareholder Immediately before completion of the Placing and the Subscription Number of Shares Approximate % Vendor(2) 51,037,270 13.8% Selling Shareholder(3) 46,837,270 12.7% Placees – – Other Shareholders 271,515,060 73.5% Total 369,389,600 100.00%	Immediately after completion of the Placing but before the completion of the Subscription Number of Shares Approximate % 32,837,270 8.9% 43,137,270 11.7% 21,900,000 5.9% 271,515,060 73.5% 369,389,600 100.00%	Immediately after completion of the Placing and the Subscription Number of Shares Approximate % 51,037,270 13.2% 43,137,270 11.1% 21,900,000 5.7% 271,515,060 70.1% 387,589,600 100.00%	Immediately after completion of the Placing and the Subscription Number of Shares Approximate % 51,037,270 13.2% 43,137,270 11.1% 21,900,000 5.7% 271,515,060 70.1% 387,589,600 100.00%
			100.00%

Notes:

• (1) This table does not take into account any Shares that may be issued pursuant to the exercise of any options granted under any existing share option schemes of the Company, during the relevant period or time above-mentioned.

• (2) As at the date of this announcement, the Vendor is an exempted company incorporated in the BVI with limited liability and is wholly-owned by Dr. Youzhi Tong, chairman of the Board, an executive Director, Chief Executive Officer and a substantial shareholder of the Company.

• (3) As at the date of this announcement, the Selling Shareholder is an exempted company incorporated in the BVI with limited liability and is wholly-owned by Dr. Chuangxing Guo, a substantial shareholder of the Company.

By order of the Board KINTOR PHARMACEUTICAL LIMITED Dr. Youzhi Tong

Chairman of the Board, Executive Director and Chief Executive Officer

Hong Kong, 2 June 2021

As of the date of this announcement, the executive Director is Dr. Youzhi Tong; the non-executive Directors are Mr. Gang Lu, Mr. Jie Chen, Dr. Yan Wang, Mr. Wei Zhang and Ms. Yaling Wu; and the independent non-executive Directors are Dr. Michael Min Xu, Mr. Wallace Wai Yim Yeung and Prof. Liang Tong.

• For identification purpose only

3