SinoMab BioScience Limited — Board/Management Information 2025

Jun 9, 2025

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.

SINOMAB

SinoMab BioScience Limited

中國抗體製藥有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 3681)

PASSING AWAY OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND

WITHDRAWAL OF ORDINARY RESOLUTION NO. 2(d) AT THE ANNUAL GENERAL MEETING

PASSING AWAY OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board of directors (the "Board") of SinoMab BioScience Limited (the "Company", together with its subsidiaries, the "Group") regrets to announce that Mr. Dylan Carlo TINKER ("Mr. Tinker"), an independent non-executive director ("INED"), a member of the audit committee, and a member of the nomination committee (the "Nomination Committee") of the Company, passed away on 29 May 2025.

The Board expresses its grave sorrow on the passing away of Mr. Tinker and extends its deepest condolences to his family. The Board also expresses its sincere gratitude to Mr. Tinker for all his invaluable contributions to the Company in the past.

Following the passing away of Mr. Tinker, the Nomination Committee comprises two members, one of which is an executive director. The Company does not meet the requirement under Rule 3.27A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") that the Nomination Committee must comprise a majority of independent non-executive directors.

To comply with the requirements of the Listing Rules, the Company will identify a suitable candidate to fill the position of a member of the Nomination Committee following the passing away of Mr. Tinker as soon as practicable and in any event within three months from 29 May 2025, and will make further announcement(s) as and when appropriate.

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WITHDRAWAL OF ORDINARY RESOLUTION

Reference is made to the circular (the “Circular”) and notice of annual general meeting (the “AGM Notice”) of the Company, both dated 25 April 2025 and the related form of proxy (the “Proxy Form”) in relation to the annual general meeting of the Company to be held on Friday, 13 June 2025 (the “AGM”).

Due to the passing away of Mr. Tinker, the ordinary resolution numbered 2(d) in respect of the re-election of Mr. Tinker as an INED of the Company as set out in the AGM Notice and the Proxy Form, respectively, is no longer applicable and will not be put forward for consideration and approval by the shareholders of the Company (the “Shareholders”) at the AGM.

Save as disclosed above, all information (including but not limited to the date, time and venue of the holding of the AGM) as set out in the Circular, the AGM Notice and the Proxy Form remains unchanged. Proxy Form(s) lodged by the Shareholders will remain valid except that no poll will be conducted or counted for the ordinary resolution numbered 2(d). Shareholders are reminded to read the AGM Notice for details in respect of the other resolutions which remain scheduled for consideration and approval at the AGM.

By Order of the Board
SinoMab BioScience Limited
Dr. Shui On LEUNG
Executive Director, Chairman and Chief Executive Officer

Hong Kong, 9 June 2025

As at the date of this announcement, the executive directors of the Company are Dr. Shui On LEUNG and Mr. Shanchun WANG, the non-executive directors of the Company are Dr. Haigang CHEN, Mr. Xun DONG, Ms. Xiaosu WANG and Dr. Jianmin ZHANG and the independent non-executive directors of the Company are Mr. George William Hunter CAUTHERLEY, Mr. Ping Cho Terence HON and Dr. Chi Ming LEE.

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