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

Jun 15, 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 ANNUAL GENERAL MEETING HELD ON 15 JUNE 2021,

RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR, APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGE OF MEMBERS OF BOARD COMMITTEES

Reference is made to the circular (the “ Circular ”) and the notice of annual general meeting (the “ Notice of 2021 AGM ”) dated 29 April 2021 and the supplemental circular (the “ Supplemental Circular ”) and supplemental notice of annual general meeting (the “ Supplemental Notice of 2021 AGM ”) dated 12 May 2021 of SinoMab BioScience Limited (the “ Company ”). Unless the content otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular and the Supplemental Circular.

Poll Results of the 2021 AGM

At the 2021 AGM, all the proposed resolutions as set out in the Notice of 2021 AGM and the Supplemental Notice of 2021 AGM were taken by poll. The poll results are as follows:

Ordinary Resolutions	Ordinary Resolutions	Number of Votes (%)	Number of Votes (%)
		For	Against
1.	To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2020.	489,814,545 (99.9999%)	300 (0.0001%)

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Ordinary Resolutions	Ordinary Resolutions	Number of Votes (%)	Number of Votes (%)
		For	Against
2(a).	To re-elect Mr. George William Hunter CAUTHERLEY as an independent non-executive director of the Company.	489,814,545 (99.9999%)	300 (0.0001%)
2(b).	To re-elect Dr. Haigang CHEN as a non-executive director of the Company.	489,814,545 (99.9999%)	300 (0.0001%)
2(c).	To re-elect Mr. Xun DONG as a non-executive director of the Company.	489,814,545 (99.9999%)	300 (0.0001%)
2(d).	To authorise the board of directors to fix the respective directors’ remuneration.	489,814,545 (99.9999%)	300 (0.0001%)
3.	To re-appoint Ernst & Young as auditor of the Company and to authorise the board of directors to fix their remuneration.	489,814,545 (99.9999%)	300 (0.0001%)
4.	To give a general mandate to the directors of the Company to buy back shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of the passing of this resolution.	489,814,545 (99.9999%)	300 (0.0001%)
5.	To give a general mandate to the directors of the Company to issue, allot and deal with additional shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of the passing of this resolution.	489,814,545 (99.9999%)	300 (0.0001%)
6.	To extend the general mandate granted to the directors of the Company to issue, allot and deal with additional shares in the capital of the Company by the aggregate number of the shares bought back by the Company under the general mandate in Resolution (4).	489,814,545 (99.9999%)	300 (0.0001%)
7.	To elect Dr. Chi Ming LEE as an independent non- executive director of the Company, with effect from the conclusion of the 2021 AGM for an initial term of three years, and to authorise the board of directors of the Company to fix his directors’ remuneration and to enter into a letter of appointment with him.	489,814,545 (99.9999%)	300 (0.0001%)

Notes:

• (a) As a majority of the votes were cast in favour of each of the resolutions numbered 1 to 7, all resolutions were duly passed as ordinary resolutions.

• (b) As at the date of the 2021 AGM, the total number of shares of the Company in issue was 1,006,240,400 shares.

• (c) The total number of shares of the Company entitling the holders to attend and vote on all the resolutions at the 2021 AGM was 1,006,240,400 shares.

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• (d) There were no shares entitling the holders to attend and abstain from voting in favour of any of the resolutions at the 2021 AGM as set out in rule 13.40 of the Listing Rules.

• (e) None of the shareholders of the Company were required under the Listing Rules to abstain from voting on the resolutions at the 2021 AGM.

• (f) None of the shareholders of the Company have stated their intention in the Circular and the Supplemental Circular to vote against or to abstain from voting on any of the resolutions at the 2021 AGM.

• (g) The Company’s share registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the poll taken at the 2021 AGM.

Retirement of Independent Non-executive Director and member of Board Committees

The Board announces that Mr. Michael James Connolly HOGAN (“ Mr. Hogan ”), an independent non-executive Director, retired from office by rotation and did not offer himself for re-election at the 2021 AGM for the purpose of devoting more time to his personal business engagement. Mr. Hogan retired as an independent non-executive Director of the Company with effect from the conclusion of the 2021 AGM. Following Mr. Hogan’s retirement as an independent non-executive Director, he also ceased to be the chairman of remuneration committee and a member of the audit committee at the same time.

Mr. Hogan has confirmed that he has no disagreement with the Board and there are no matters that need to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to express its gratitude to Mr. Hogan for his valuable contributions and support during his tenure.

Appointment of Independent Non-executive Director and member of Board Committees

The Board further announces that Dr. Chi Ming LEE (“ Dr. Lee ”) was elected and appointed as an independent non-executive Director at the 2021 AGM for an initial term of three years with effect from the conclusion of the 2021 AGM. Dr. Lee was also appointed as the chairman of the remuneration committee and a member of the audit committee of the Company, also with effect from the conclusion of the 2021 AGM.

Dr. Lee, aged 68, has over 30 years of experience in academic and biopharmaceutical arena. Dr. Lee served as a director of the Office of Research and Knowledge Transfer Services at The Chinese University of Hong Kong from 2016 to 2020.

Before the latest appointment mentioned above, Dr. Lee had held senior positions in various multinational pharmaceutical and biotechnology companies and academic institute between 1992 to 2013. His longest employment was with AstraZeneca with positions of an executive director of Translational Science in the areas of CNS and Pain Innovative Medicines in Sweden from 2011 to 2013, an executive director between 2007 to 2011 and a director from 2004 to 2007 of Translational Science in the areas of CNS and Pain Control Research Area in the USA, the global product director in CNS therapy area from 2002 to 2004 in Sweden. Prior with AstraZeneca, Dr. Lee had worked at Bayer Corporation between 1993 to 1998 and served as an associate director of the Institute for Dementia Research. From 1992 to 1993, Dr. Lee served as a senior group leader of Exploratory Neurodegeneration at Abbott Laboratories. Dr. Lee also served as a senior lecturer at the Department of Biochemistry, Faculty of Medicine of The Chinese University of Hong Kong from 1982 to 1992. Dr. Lee has extensive experience in working at the interface of R&D, developing global drug discovery strategy, forming collaborative joint ventures, evaluating licensing opportunities and facilitating strategic alignment of the tasks and goals of the discovery and development functions.

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Dr. Lee has been actively engaged in promoting scientific activities. He was an active member of the FNIH Biomarker Consortium Neuroscience Steering Committee, the European Innovative Medicine Initiative (IMI) on NEWMEDS and the Institute of Medicine (IOM) Neuroforum, which focus on biomarkers and translational R&D for CNS diseases.

Dr. Lee was a director of Ever East Consultants Limited which was dissolved by deregistration on 19 March 2021 under section 751 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

Dr. Lee received his Ph.D. from Cambridge University and did his post-doctoral training at John Hopkins University.

During 2015 to 2019, Dr. Lee was an independent non-executive director of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. (宜昌東陽光長江藥業股份有限公司) (stock code: 01558), a company listed on the Stock Exchange. Save as disclosed, Dr. Lee did not hold any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Dr. Lee has entered into a letter of appointment with the Company pursuant to which he agreed to act as an independent non-executive Director for an initial term of three years with effect from the conclusion of the 2021 AGM, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules. Dr. Lee is entitled to receive a director’s fee of HK$300,000 per annum, which has been approved by the Board based on the recommendation of the remuneration committee of the Company with reference to the Company’s remuneration policy applicable to his position in the Group.

Dr. Lee does not have any relationships with any other Directors, senior management of the Company or substantial Shareholders or controlling Shareholders. As at the date of this announcement, Dr. Lee did not have any interest in shares or underlying shares of the Company pursuant to Part XV of the SFO.

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

The Board would like to extend its warm welcome to Dr. Lee on his new appointment.

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

Hong Kong, 15 June 2021

Following the conclusion of the 2021 AGM, 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, Mr. Senlin LIU, Ms. Wenyi LIU, Mr. Huiyuan MA and Mr. Jing QIANG, and the independent non-executive 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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