Luye Pharma Group Limited — Capital/Financing Update 2024

Oct 30, 2024

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LUYE PHARMA GROUP LTD. 綠葉製藥集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02186)

COMPLETION OF THE ISSUE OF US$100,000,000 5.85 PER CENT. CONVERTIBLE BONDS DUE 2025

Reference is made to the announcements (the “ Announcements ”) of Luye Pharma Group Ltd. (the “ Company ”) dated 23 October 2024 and 28 October 2024 in relation to, among other things, the issue of US$100,000,000 5.85 per cent. convertible bonds due 2025 by the Company (the “ Tranche A Bonds ”). Unless the context requires otherwise, capitalised terms used herein have the same meanings as those defined in the Announcements.

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The Board is pleased to announce that all conditions precedent to the issue of the Tranche A Bonds as set out in the Tranche A Subscription Agreement have been satisfied and that the issue of the Tranche A Bonds has been successfully completed. The listing of the Tranche A Bonds on the SGX-ST is expected to become effective on 1 November 2024.

The initial Conversion Price in respect of the Bonds is HK$3.672 per Share, but will be subject to the following exhaustive list of adjustment events: subdivision, reclassification or consolidation of Shares, capitalisation of profits or reserves, capital distributions, rights issue of Shares or options over Shares at less than 95 per cent. of the Current Market Price, rights issues of other securities, issues of Shares or options, warrants or other rights over Shares at less than 95 per cent. of the Current Market Price, other issues of securities at less than 95 per cent. of the Current Market Price, modification of rights of conversion at less than 95 per cent. of the Current Market Price, other offers to Shareholders and other events as described in the terms and conditions of the Bonds.

The Board considers that the issue of the Tranche A Bonds represents an opportunity to improve the liquidity position of the Group and to replace certain short term loans of the Group. The Board believes that the net proceeds from the issue of the Tranche A Bonds will reduce the Group’s funding cost whilst improving the Group’s debt maturity profile.

By order of the Board LUYE PHARMA GROUP LTD. Liu Dian Bo Chairman

Hong Kong, 30 October 2024

As at the date of this announcement, the executive directors of the Company are Mr. LIU Dian Bo, Mr. YANG Rong Bing, Mr. YUAN Hui Xian and Ms. ZHU Yuan Yuan; the non-executive directors of the Company are Mr. SONG Rui Lin and Dr. LYU Dong; and the independent non-executive directors of the Company are Mr. ZHANG Hua Qiao, Professor LO Yuk Lam, Mr. LEUNG Man Kit, Mr. CHOY Sze Chung Jojo and Ms. XIA Lian.

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