SinoMab BioScience Limited — Declaration of Voting Results & Voting Rights Announcements 2021

Dec 14, 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.

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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)

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 14 DECEMBER 2021; AND CHANGE OF NON-EXECUTIVE DIRECTORS

THE EGM

The Board is pleased to announce that at the EGM held on 14 December 2021, the ordinary resolutions set out in the EGM Notice were duly passed by the Independent Shareholders by way of poll.

CHANGE OF NON-EXECUTIVE DIRECTORS

Each of Mr. Huiyuan MA and Mr. Jing QIANG has tendered his resignation as a nonexecutive Director with effect from 14 December 2021. Ms. Jie LIU has been appointed as a non-executive Director with effect from 14 December 2021 for a term of three years.

THE EGM

Reference is made to the notice of the extraordinary general meeting of SinoMab BioScience Limited (中國 抗 體製 藥 有限 公司 ) (the ‘‘Company’’) dated 24 November 2021 (the ‘‘EGM Notice’’) and the Company’s circular dated 24 November 2021 (the ‘‘Circular’’). Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the Circular.

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The Board is pleased to announce that the ordinary resolutions set out in the EGM Notice were duly passed by the Independent Shareholders by way of poll at the EGM. The Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the poll taking at the EGM. The poll results in respect of the ordinary resolutions are as follows:

respect of the ordinary resolutions are as follows:	respect of the ordinary resolutions are as follows:	respect of the ordinary resolutions are as follows:
Ordinary resolutions			Number of Shares voted
	Ordinary resolutions		Number of Shares voted
			For (%)	Against (%)
	1	(a) the Supplemental Agreement and its execution thereof and implementation of the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and (b) the directors of the Company or any other person authorised by the directors of the Company be and are hereby authorised to sign, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the Supplemental Agreement and the transactions contemplated thereunder.	194,645,640 (100%)	0 (0%)
	2	(a) the License Agreement and its execution thereof and implementation of the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and (b) the directors of the Company or any other person authorised by the directors of the Company be and are hereby authorised to sign, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the License Agreement and the transactions contemplated thereunder.	194,645,650 (100%)	0 (0%)

As at the date of the EGM, the total number of Shares in issue is 1,006,240,400. As stated in the Circular, Mr. Jing QIANG and Ms. Wenyi LIU and their associates, in aggregate holding 259,601,040 Shares as at the date of the EGM were required to, and did, abstain from voting on the above ordinary resolutions at the EGM. Excluding the Shares held by Mr. Jing QIANG and Ms. Wenyi LIU and their associates, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the above ordinary resolutions at the EGM was 746,639,360 Shares. No Shareholders were entitled to attend but were required to abstain from voting in favour of the above ordinary resolutions at the EGM.

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CHANGE OF THE NON-EXECUTIVE DIRECTORS

The Board hereby announces that each of Mr. Huiyuan MA and Mr. Jing QIANG has tendered his resignation as a non-executive Director with effect from 14 December 2021 due to personal commitment on other business. Each of Mr. Ma and Mr. Qiang has confirmed that he does not have any disagreement with the Board and that there is no other matter relating to his resignation which needs to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to express its sincere gratitude to Mr. Ma and Mr. Qiang for their invaluable contribution to the Board during their terms of office with the Company.

The Board further announces that Ms. Jie LIU has been appointed as a non-executive Director with effect from 14 December 2021 for a term of three years, subject to re-election and retirement as required by the articles of association of the Company. The biographical details of Ms. Liu are as follows.

Jie LIU, aged 43, is currently a deputy general manager and the chief research and development engineer of Hainan Haiyao Co., Ltd. (海 南 海 藥 股份有限 公司 ). From July 2005 to September 2018, she served as a staff, a deputy director of chemistry department, the director of chemistry department and the director of antibiotic department of Hainan Institute For Drug Control (海 南 省 藥 品 檢 驗 所 ).

Ms. Liu obtained a master’s and a doctorate degree in pharmaceutical analysis from China Pharmaceutical University.

Save as disclosed above, as at the date of this announcement, Ms. Liu (i) is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) is independent from and has no relationship with any Director, senior management, substantial Shareholder or controlling Shareholder; (iii) has not held any other major appointments or qualifications or positions with the Company or other members of the Group; and (iv) has not held any directorship in any other listed public companies in the past three years.

The Company will enter into a letter of appointment with Ms. Liu. The initial length of services will commence from the date of appointment for a term of three years. Ms. Liu will not receive any remuneration from the Company for being a non-executive Director.

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Save as disclosed above, there is no information which is discloseable nor is Ms. Liu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Ms. Liu that need to be brought to the attention of the Shareholders.

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

Executive Director, Chairman and Chief Executive Officer

Hong Kong, 14 December 2021

As at the date of this announcement, the executive Director is Dr. Shui On LEUNG, the nonexecutive Directors are Dr. Haigang CHEN, Mr. Xun DONG, Mr. Senlin LIU, Ms. Wenyi LIU and Ms. Jie LIU, and the independent non-executive Directors are Mr. George William Hunter CAUTHERLEY, Mr. Ping Cho Terence HON, Dr. Chi Ming LEE and Mr. Dylan Carlo TINKER.

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