SinoMab BioScience Limited — Capital/Financing Update 2019

Oct 30, 2019

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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 not for release, publication, distribution, directly or indirectly, in or into the United States or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute or form a part of any offer to sell or solicitation of any offer to purchase or subscribe for securities in Hong Kong, the United States or elsewhere. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “ U.S. Securities Act ”) or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no public offer of securities in the United States.

This announcement is for information purposes only and does not constitute an invitation or offer by any person to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus dated October 31, 2019 (the “ Prospectus ”) issued by SinoMab BioScience Limited (the “ Company ”) for detailed information about the Global Offering described below before deciding whether or not to invest in the Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.

Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Prospectus.

In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited as stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Such stabilization action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Cap. 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilizing action cannot be taken to support the price of the Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on the 30th day after the last day for the lodging of applications (i.e. Thursday, December 5, 2019) under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.

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SinoMab BioScience Limited 中國抗體製藥有限公司

(Incorporated in Hong Kong with limited liability)

GLOBAL OFFERING

• Number of Offer Shares under the Global : 182,129,400 Shares (subject to the OverOffering allotment Option)

• : 18,213,000 Shares (subject to adjustment)

Number of Hong Kong Offer Shares Number of International Offer Shares

• : 163,916,400 Shares (subject to adjustment and the Over-allotment Option)

• : HK$9.60 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund)

• Stock code : 3681

Maximum Offer Price

Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Joint Bookrunners and Joint Lead Managers

The Company has applied to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Shares to be issued pursuant to the Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-allotment Option). Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. (Hong Kong time) on Tuesday, November 12, 2019. In the event the Over-allotment Option is exercised, an announcement will be made by the Company which will be posted on the website of the Stock Exchange ( www.hkexnews.hk ) and on the website of the Company ( www.sinomab.com ).

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The Global Offering comprises the Hong Kong Public Offering of initially 18,213,000 Shares (subject to adjustment) representing approximately 10% of the total number of Offer Shares initially available under the Global Offering, and the International Offering of initially 163,916,400 Shares (subject to adjustment and the Over-allotment Option) representing approximately 90% of the total number of Offer Shares initially available under the Global Offering. The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed “Structure of the Global Offering” in the Prospectus. In particular, the Joint Global Coordinators may reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, the maximum total number of Offer Shares under the Hong Kong Public Offering following such reallocation shall be not more than 36,426,000 Offer Shares, representing double of the initial allocation to the Hong Kong Public Offering, and the Offer Price shall be fixed at HK$7.60 per Offer Share (being the low end of the indicative Offer Price range).

Under the International Underwriting Agreement, the Company is expected to grant to the International Underwriters, exercisable by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters), the Over-allotment Option, exercisable within 30 days from the last day for lodging applications under the Hong Kong Public Offering (the last day for exercise of the Over-allotment Option being Thursday, December 5, 2019) to require the Company to issue up to 27,319,200 additional Offer Shares, representing approximately 15% of the Offer Shares initially available under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering, if any.

Subject to the granting of the approval for listing of, and permission to deal in, the Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS.

The Offer Price will not be more than HK$9.60 per Offer Share and is currently expected to be not less than HK$7.60 per Offer Share, unless otherwise announced. Applicants for the Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$9.60 per Offer Share together with brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$9.60 per Offer Share.

Applications for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the relevant Application Forms and the designated website (www.eipo.com.hk) for White Form eIPO.

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Applicants who wish to be issued the Hong Kong Offer Shares in their own names should either (i) complete and sign the WHITE Application Form; or (ii) submit applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk under the White Form eIPO service. Applicants who wish to have the Hong Kong Offer Shares to be issued in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants should either (i) complete and sign the YELLOW Application Form; or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Thursday, October 31, 2019 until 12:00 noon on Tuesday, November 5, 2019 (or such later date as may apply as described in the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus) from any of the addresses of the following Hong Kong Underwriters:

China International Capital Corporation Hong	29/F One International Finance
Kong Securities Limited	Centre, 1 Harbor View Street,
	Central, Hong Kong
Orient Securities (Hong Kong) Limited	Rooms 2803-2807, 28/F, Wing On House,
	71 Des Voeux Road Central, Central,
	Hong Kong
China Everbright Securities (HK) Limited	24/F, Lee Garden One
	33 Hysan Avenue
	Causeway Bay
	Hong Kong
Guotai Junan Securities (Hong Kong) Limited	27/F, Low Block,
	Grand Millennium Plaza
	181 Queen’s Road Central
	Hong Kong
CMB International Capital Limited	45/F, Champion Tower
	3 Garden Road
	Central
	Hong Kong
Haitong International Securities Company Limited	22/F, Li Po Chun Chambers,
	189 Des Voeux Road Central,
	Hong Kong
Fosun Hani Securities Limited	Unit 2101-2105, 21/F, Champion Tower
	3 Garden Road
	Central
	Hong Kong
Victory Securities Company Limited	Room 1101-03, 11/F
	Yardley Commercial Building
	3 Connaught Road West
	Sheung Wan
	Hong Kong

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or any of the designated branches of the following receiving bank:

CMB Wing Lung Bank Limited

	Branch Name	Address
Hong Kong Island	Head Office	45 Des Voeux Road Central
	Aberdeen Branch	201 Aberdeen Main Road
Kowloon	Tsim Sha Tsui Branch	4 Carnavon Road
	Mongkok Branch	B/F CMB Wing LungBank Centre,
		636 Nathan Road
New Territories	Tsuen Wan Branch	251 Sha Tsui Road

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Thursday, October 31, 2019, until 12:00 noon on Tuesday, November 5, 2019, from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or your stockbroker, who may have YELLOW Application Forms and the Prospectus available.

The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order payable to “CMB Wing Lung (Nominees) Limited–SinoMab Public Offer” attached should be deposited in the special collection boxes provided at any of the designated branches of the receiving bank referred to above on such dates and during such time as specified in the Application Forms.

Your WHITE or YELLOW Application Forms can be lodged at the following times on the following dates:

– Thursday, October 31, 2019 9:00 a.m. to 5:00 p.m. – Friday, November 1, 2019 9:00 a.m. to 5:00 p.m. – Saturday, November 2, 2019 9:00 a.m. to 1:00 p.m. – Monday, November 4, 2019 9:00 a.m. to 5:00 p.m. Tuesday, November 5, 2019 – 9:00 a.m. to 12:00 noon

Applicants may apply online through the White Form eIPO by submitting an application through the designated website at www.eipo.com.hk (24 hours daily, except on the last day for applications) from 9:00 a.m. on Thursday, October 31, 2019, until 11:30 a.m. on Tuesday, November 5, 2019, and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Tuesday, November 5, 2019, or such later date as described in the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.

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CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:[(1)]

– Thursday, October 31, 2019 9:00 a.m. to 8:30 p.m. – Friday, November 1, 2019 8:00 a.m. to 8:30 p.m. – Saturday, November 2, 2019 8:00 a.m. to 1:00 p.m. – Monday, November 4, 2019 8:00 a.m. to 8:30 p.m. Tuesday, November 5, 2019 – 8:00 a.m. to 12:00 noon

(1) The times in this sub-section are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Thursday, October 31, 2019 until 12:00 noon on Tuesday, November 5, 2019, (24 hours daily, except on Tuesday, November 5, 2019, the last day for applications).

The latest time for inputting your electronic application instructions will be 12:00 noon on Tuesday, November 5, 2019 or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.

The application for the Hong Kong Offer Shares will commence on Thursday, October 31, 2019 through Tuesday, November 5, 2019. The application monies (including the brokerage fees, SFC transaction levy and Stock Exchange trading fee) will be held by the receiving bank and on behalf of the Company after the closing of the application lists and the refund monies, if any, will be returned to the applicants without interest on or before Monday, November 11, 2019. Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Tuesday, November 12, 2019.

Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” of the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

The Company expects to announce the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on or before Monday, November 11, 2019 on the Company’s website at www.sinomab.com and the website of the Stock Exchange at www. hkexnews.hk .

The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels at the times and date and in the manner specified in the section headed “How to Apply for Hong Kong Offer Shares – 11. Publication of Results” in the Prospectus.

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If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$9.60 per Offer Share (excluding brokerage, SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with the section headed “Structure of the Global Offering – Conditions of the Global Offering” in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy and the Stock Exchange trading fee, will be refunded, without interest or the cheque or banker’s cashier order will not be cleared.

No temporary documents of title will be issued in respect of the Shares and no receipt will be issued for sums paid on application. Share certificates will only become valid at 8:00 a.m. (Hong Kong time) on Tuesday, November 12, 2019 provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectus has not been exercised. Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. (Hong Kong time) on Tuesday, November 12, 2019. The Shares will be traded in board lots of 300 Shares each. The stock code of the Shares is 3681.

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

Hong Kong, October 31, 2019

As at the date of this announcement, the executive Director is Dr. Shui On LEUNG, the nonexecutive Directors are Ms. Wenyi LIU, Dr. Haigang CHEN, Mr. Senlin LIU, Mr. Chang LIU and Mr. Huiyuan MA, and the independent non-executive Directors are Mr. Dylan Carlo TINKER, Mr. Michael James Connolly HOGAN and Mr. Ping Cho Terence HON.

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