AI assistant
PegBio Co., Ltd. — Share Issue/Capital Change 2025
Dec 22, 2025
50676_rns_2025-12-22_32dd7e81-5c2d-47a9-85e1-e7d7b06650c3.pdf
Share Issue/Capital Change
Open in viewerOpens in your device viewer
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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.
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 does not constitute or form a part of any offer or solicitation of an offer 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 applicable securities laws of the United States, and may not be offered, sold or otherwise transferred in 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 or any other applicable securities laws of the United States. The Company does not intend to make any public offering of securities in the United States.

PegBio Co., Ltd.
派格生物醫藥(杭州)股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2565)
COMPLETION OF PLACING OF NEW H SHARES UNDER GENERAL MANDATE
Reference is made to the announcement of PegBio Co., Ltd. (the "Company") dated December 12, 2025 in relation to the placing of new H shares (the "Placing Announcement"). Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Placing Announcement.
COMPLETION OF THE PLACING
The Board is pleased to announce that all conditions to the Placing Agreement were fulfilled and completion of the Placing took place on December 22, 2025.
An aggregate of 5,136,000 Placing Shares have been placed by the Joint Placing Agents to not less than six Placees at a price of HK$58.41 per Placing Share pursuant to the terms and conditions of the Placing Agreement, representing approximately $1.81\%$ of the H Shares and approximately $1.31\%$ of the total Shares as enlarged by the allotment and issue of the Placing Shares immediately upon completion of the Placing.
To the best of the knowledge, information and belief of the Directors and the Joint Placing Agents, having made all reasonable enquiries, the Placees and their respective ultimate beneficial owners are professional, institutional, or other investors who are Independent Third Parties, and none of the Placees have become a substantial shareholder (as defined in the Listing Rules) of the Company as a result of the Placing.
USE OF PROCEEDS FROM THE PLACING
The gross proceeds and net proceeds (after deducting related costs and expenses to be borne by the Company) from the Placing will amount to approximately HK$299,993,760 and approximately HK$295,699,826, respectively.
The table below sets out the intended uses of the net proceeds of the Placing:
| Expected use of net proceeds | Approximate percentage of the total net proceeds | Allocation of net proceeds (HK$ million) | Expected timeline for utilization of the net proceeds | |
|---|---|---|---|---|
| (I) | Construction of a new-generation intelligent R&D and data platform | 40% | 118.28 | Expected to be fully utilized by the end of 2026 |
| (II) | Repayment of loans and strengthening of the Company’s capital structure | 28% | 82.80 | Expected to be fully utilized by the end of 2026 |
| (III) | Ongoing and planned R&D of PB-2301 and PB-2309 | 12% | 35.48 | Expected to be fully utilized by the end of 2026 |
| (IV) | Establishment of a HK subsidiary and acceleration of the Groups’ overseas presence | 10% | 29.57 | Expected to be fully utilized by the end of 2026 |
| (V) | General corporate purposes and working capital | 10% | 29.57 | Expected to be fully utilized by the end of 2026 |
| Total | 100% | 295.69 |
Note: The expected timeline is based on the best estimation of future market conditions and business operations made by the Company currently and remains subject to change based on future development of market conditions and actual business needs.
Please refer to the Placing Announcement for further details.
EFFECT ON THE SHARE CAPITAL OF THE COMPANY AS A RESULT OF THE PLACING
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the shareholding structure of the Company (i) immediately before completion of the Placing; and (ii) immediately upon the Closing is set out as follows:
| Immediately before the completion of the Placing | Immediately after the completion of the Placing | |||
|---|---|---|---|---|
| Number of Shares | Approximate Percentage of the total number of Shares in issue | Number of Shares | Approximate Percentage of the total number of Shares in issue | |
| H Shares | ||||
| Dr. Michael Min XU | 17,424,562 | 4.51% | 17,424,562 | 4.46% |
| Shanghai Sujie | 29,175,230 | 7.56% | 29,175,230 | 7.46% |
| Dr. Xiangjun ZHOU | 6,268,463 | 1.62% | 6,268,463 | 1.60% |
| Dr. Yuhong XU | 6,810,871 | 1.76% | 6,810,871 | 1.74% |
| Placees | 0 | 0.00% | 5,136,000 | 1.31% |
| Other shareholders | 219,485,213 | 56.87% | 219,485,213 | 56.12% |
| sub-total | 279,164,339 | 72.33% | 284,300,339 | 72.69% |
| Unlisted Shares | ||||
| Dr. Michael Min XU | 40,657,312 | 10.53% | 40,657,312 | 10.40% |
| Other shareholders | 66,133,881 | 17.14% | 66,133,881 | 16.91% |
| sub-total | 106,791,193 | 27.67% | 106,791,193 | 27.31% |
| Total | 385,955,532 | 100.00% | 391,091,532 | 100.00% |
Notes:
1. Shanghai Sujie was established in the PRC as a limited partnership, of which Ms. Xiaojun WANG is acting as the sole general partner, and Dr. Michael Min XU owns approximately 93.10% interest as a limited partner at the date of this announcement. As such, Ms. Xiaojun WANG and Dr. Michael Min XU are deemed to be interested in the 29,175,230 H Shares held by Shanghai Sujie under the SFO.
2. Certain figures and percentage figures included in the above table have been subject to rounding adjustments.
By order of the Board
PegBio Co., Ltd.
Michael Min XU
Chairman of the Board,
Executive Director and General Manager
Hong Kong, December 22, 2025
As of the date of this announcement, the board of directors of the Company comprises: (i) Dr. Michael Min XU and Ms. Xiaojun WANG as executive directors; (ii) Dr. Xiangjun ZHOU, Dr. Yuhong XU, Ms. Ting ZHAI and Mr. Hongkai LI as non-executive directors; and (iii) Dr. Jiancun ZHANG, Dr. Yangyang CHEN and Ms. Xinpeng FAN as independent non-executive directors.