Ocumension Therapeutics — Major Shareholding Notification 2021

Jun 10, 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.

==> picture [179 x 38] intentionally omitted <==

Ocumension Therapeutics 歐康維視生物

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1477)

INSIDE INFORMATION PLACING OF EXISTING SHARES BY CONTROLLING SHAREHOLDERS

This announcement is made by Ocumension Therapeutics (the “ Company ”) pursuant to Rule 13.09(2) (a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

PLACING OF EXISTING SHARES

On June 10, 2021 (before trading hours), the board (the “ Board ”) of directors (the “ Directors ”) of the Company was informed by 6 Dimensions Capital, L.P., 6 Dimensions Affiliates Fund, L.P., Suzhou Frontline BioVentures Venture Capital Fund II L.P. and Suzhou 6Dimensions Venture Capital Partnership L.P., collectively as the controlling shareholders (as defined in the Listing Rules) of the Company (the “ Controlling Shareholders ”), that the Controlling Shareholders have entered into a placing agreement (the “ Placing Agreement ”) with Morgan Stanley & Co. International PLC (the “ Placing Agent ”) pursuant to which the Placing Agent has agreed to place 8,600,000 existing shares of the Company (the “ Shares ”) (representing approximately 1.36% of the total issued share capital of the Company as of the date of this announcement) held by the Controlling Shareholders to placees who and whose ultimate beneficial owners will be parties independent of and not connected with the Company at a price of HK$27.50 each (the “ Placing Price ”) (the “ Placing ”) upon the terms and subject to the conditions set out in the Placing Agreement.

UNDERTAKING

The Controlling Shareholders have undertaken to the Placing Agent that they shall not, without the prior written consent of the Placing Agent, (i) offer, sell, lend, contract to sell, pledge, grant any option over or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Controlling Shareholders, directly or indirectly), any equity securities of the Company or any securities convertible into, or exercisable, or exchangeable for, equity securities of the Company, (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any such transaction, for a period beginning on the date of the Placing Agreement and ending on the date which is 180 days after the closing date of the Placing.

1

SHAREHOLDING CHANGE IN THE COMPANY

The existing shareholding structure of the Company and the effect on the shareholding structure of the Company upon completion of the Placing is set out below.

Controlling Shareholders6 Dimensions Capital, L.P.(2)6 Dimensions Affiliates Fund, L.P.(2)Suzhou Frontline BioVenturesVenture Capital Fund II L.P.(3)Suzhou 6Dimensions VentureCapital Partnership L.P.(3)Placee(s)Other shareholders of the CompanyTotal	Shareholding as ofthe date of this announcementNumber ofShares heldApproximate% of Sharesin issue123,975,00019.68%6,525,0001.04%39,150,0006.21%91,350,00014.50%––369,074,30558.58%630,074,305100%	Shareholding immediatelyupon completion ofthe Placing(assuming fully placed)(1)Number ofShares heldApproximate% of Sharesin issue119,890,00019.03%6,310,0001.00%37,860,0006.01%88,340,00014.02%8,600,0001.36%369,074,30558.58%630,074,305100.00%

Notes:

1. Assuming no other issue of Shares and no repurchase of existing Shares before completion of the Placing.

2. For the purpose of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) (the “ SFO ”), 6 Dimensions Capital GP, LLC, as the general partner of each of 6 Dimensions Capital, L.P. and 6 Dimensions Affiliates Fund, L.P., is deemed to have an interest in the Shares held by each of 6 Dimensions Capital, L.P. and 6 Dimensions Affiliates Fund, L.P.

3. For the purpose of the SFO, (i) Suzhou Fuyan Venture Capital Management Partnership (Limited Partnership) (蘇州富沿創業投資管理合夥企業(有限合夥)) is deemed to have an interest in the Shares held by Suzhou Frontline BioVentures Venture Capital Fund II L.P. as its general partner; (ii) Suzhou Tongyu Investment Management Partnership (Limited Partnership) (蘇州通毓投資管理合夥企業(有限合夥)) is deemed to have an interest in the Shares held by Suzhou 6Dimensions Venture Capital Partnership L.P. as its general partner; and (iii) Suzhou Yunchang Investment Consulting Co., Ltd. (蘇州蘊長投資諮詢有限公司) (as the general partner of Suzhou Fuyan Venture Capital Management Partnership (Limited Partnership) and Suzhou Tongyu Investment Management Partnership (Limited Partnership)) and Ziqing CHEN (陳梓卿) (as the beneficial owner of Suzhou Yunchang Investment Consulting Co., Ltd.) are deemed to have an interest in the Shares held by each of Suzhou Frontline BioVentures Venture Capital Fund II L.P. and Suzhou 6Dimensions Venture Capital Partnership L.P.

The Company does not expect the Placing to have any adverse effect on the operations of the Company and its subsidiaries.

2

Completion of the Placing is subject to the satisfaction of the conditions in the Placing Agreement. As the Placing may or may not proceed, shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares of the Company.

By order of the Board Ocumension Therapeutics Dr. Lian Yong CHEN Chairman and Executive Director

Hong Kong, June 10, 2021

As of the date of this announcement, the Board comprises Dr. Lian Yong CHEN, Mr. Ye LIU, Dr. Zhaopeng HU and Dr. Wei LI as executive Directors, Mr. Yanling CAO and Ms. Yumeng WANG as non-executive Directors, and Mr. Ting Yuk Anthony WU, Mr. Lianming HE, and Mr. Yiran HUANG as independent non-executive Directors.

3