SinoMab BioScience Limited — Capital/Financing Update 2024

Jan 12, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 document.

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SinoMab BioScience Limited 中國抗體製藥有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 3681)

COMPLETION OF CERTAIN SUBSCRIPTIONS OF NEW SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that as the condition precedent as set out in thirteen Subscription Agreements has been fulfilled, the Completion for the thirteen Subscription Agreements took place on 12 January 2024 in accordance with the terms and conditions of each of the relevant Subscription Agreements.

INTRODUCTION

Reference is made to the announcement of SinoMab BioScience Limited (the ‘‘Company’’) dated 14 December 2023 (the ‘‘Announcement’’) in relation to the subscriptions of new shares of the Company under general mandate. Capitalised terms used in this announcement shall have the same meanings as defined in the Announcement unless otherwise stated. The terms of each of the Subscription Agreements are identical except for the name and details of the Subscribers.

COMPLETION OF CERTAIN SUBSCRIPTIONS OF NEW SHARES

The Board is pleased to announce that as the condition precedent as set out in thirteen Subscription Agreements has been fulfilled, the Completion of the thirteen Subscription Agreements took place on 12 January 2024 in accordance with the terms and conditions of each of the relevant Subscription Agreements. An aggregate of 48,322,093 Shares, representing (i) approximately 4.67% of the issued share capital of the Company immediately before the Completion of certain Subscription Agreements; and (ii) approximately 4.46% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares, have been issued to the Subscribers at the Subscription Price of HK$1.29 per Subscription Share. The net proceeds from the Subscriptions of approximately HK$62,200,506 will be applied in manner as disclosed in the Announcement. As agreed between the Parties, the Completion of the remaining two Subscription Agreements for the subscription of an aggregate of 8,512,626 Subscription Shares at the Subscription Price of HK$1.29 each is expected to take place on or before 31 January 2024.

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SUBSCRIBERS

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, all the Subscribers are individuals (including employees of the Company), corporations and/or professional investors procured by the Company. Each of the Subscribers, and its ultimate beneficial owner(s), are independent third parties of the Company.

EFFECT ON SHAREHOLDING STRUCTURE

The following table illustrates the shareholding structure of the Company (i) immediately before the Completion of certain Subscription Agreements; and (ii) immediately after the Completion of certain Subscription Agreements:

Name of Shareholders Mr. Jing QIANG1 Apricot Entities2 Hainan Haiyao Co., Ltd. (海南海藥股份有限公司)3 Skytech Technology Limited4 Public Shareholders Thirteen Subscribers Other Public Shareholders Total	Immediately before the Completion of certain Subscriptions No. of Shares Appropriate % 72,823,636 7.04 212,879,400 20.57 158,882,115 15.35 129,729,200 12.54 — — 460,606,049 44.51 1,034,920,400 100.00	Immediately after the Completion of certain Subscriptions No. of Shares Appropriate % 72,823,636 6.72 212,879,400 19.65 158,882,115 14.67 129,729,200 11.98 48,322,093 4.46 460,606,049 42.52 1,083,242,493 100.00	Immediately after the Completion of certain Subscriptions No. of Shares Appropriate % 72,823,636 6.72 212,879,400 19.65 158,882,115 14.67 129,729,200 11.98 48,322,093 4.46 460,606,049 42.52 1,083,242,493 100.00
			100.00

Notes:

1. 46,711,640 Shares of which were held through his wholly owned company, Grogene Technology Limited ( 格 擎生物科 技 有 限公司 ). Mr. Jing QIANG is the spouse of Ms. Wenyi LIU, a non-executive Director.

2. Shares held by Apricot Capital (上 海 杏 澤投 資管理有 限公司 ) and Shanghai Yueyi Investment Centre (Limited Partnership)* (上 海 月溢 投 資中 心 (有 限合夥 )) are through Apricot Oversea Holdings Limited, West Biolake Holdings Limited, Apricot BioScience Holdings, L.P., Le Rong Limited and Zliverland Holdings Limited (collectively, the ‘‘Apricot Entities’’), which are ultimately controlled by Ms. Wenyi LIU, a non-executive Director. Ms. Wenyi LIU is the spouse of Mr. Jing QIANG.

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1. Pursuant to a share charge where Hainan Haiyao Co., Ltd ( 海南海 藥股份有 限公司 ) (‘‘Hainan Haiyao’’) charged 158,882,115 Shares to China Citic Bank Co., Ltd., Haikou Branch (‘‘China Citic Bank’’), China Citic Bank had a security interest in 158,882,115 Shares which were beneficially owned by Hainan Haiyao.

2. Skytech Technology Limited is a company wholly owned by Dr. Shui On LEUNG, an executive Director and the chairman of the Company.

By Order of the Board SinoMab BioScience Limited Dr. Shui On LEUNG

Executive Director, Chairman and Chief Executive Officer

Hong Kong SAR, 12 January 2024

As at the date of this announcement, the executive director of the Company is Dr. Shui On LEUNG, the non-executive directors of the Company are Dr. Haigang CHEN, Mr. Xun DONG, Dr. Wenyi LIU, Dr. Jianmin ZHANG and Mr. Lei SHI, and the independent nonexecutive directors of the Company are Mr. George William Hunter CAUTHERLEY, Mr. Ping Cho Terence HON, Dr. Chi Ming LEE and Mr. Dylan Carlo TINKER.

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