SinoMab BioScience Limited — Declaration of Voting Results & Voting Rights Announcements 2024

Jun 14, 2024

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 14 JUNE 2024

Reference is made to the circular (the ‘‘Circular’’) and the notice of annual general meeting (the ‘‘Notice of 2024 AGM’’) dated 26 April 2024 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.

POLL RESULTS OF THE 2024 AGM

At the 2024 AGM, all the proposed resolutions as set out in the Notice of 2024 AGM were taken by poll. All directors attended the 2024 AGM in person or by electronic means.

As at the date of the 2024 AGM, the total number of shares of the Company in issue was 1,091,755,119 shares.

The total number of shares of the Company entitling the holders to attend and vote on resolutions numbered 1 to 7 at the 2024 AGM was 1,091,755,119 shares. As stated in the Circular, Dr. Shui On LEUNG, Mr. Shanchun WANG, Dr. Haigang CHEN, Mr. Xun DONG, Dr. Wenyi LIU, Mr. Lei SHI and Dr. Jianmin ZHANG and their respective associates, were required to, and did, abstain from voting in favour of resolutions numbered 8 and 9 at the 2024 AGM. As at the date of the 2024 AGM, Dr. Shui On LEUNG, Mr. Shanchun WANG and Dr. Wenyi LIU and their respective associates, in aggregate held 430,772,236 shares of the Company. Excluding the shares held by Dr. Shui On LEUNG, Mr. Shanchun WANG and Dr. Wenyi LIU and their respective associates, the total number of shares of the Company entitling the holders to attend and vote on resolutions numbered 8 and 9 at the 2024 AGM was 660,982,883 shares. Save for the above, no shareholders of the Company were required under the Listing Rules to abstain from voting on any of the resolutions at the 2024 AGM. None of the shareholders of the Company have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions at the 2024 AGM.

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The Company’s share registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the poll taken at the 2024 AGM.

The poll results are as follows:

The poll results are as follows:	The poll results are as follows:	The poll results are as follows:
Ordinary Resolutions			Number of Votes (%)
	Ordinary Resolutions		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 2023.	597,220,572 (99.999948%)	310 (0.000052%)
	2(a).	To re-elect Mr. Ping Cho Terence HON as an independent non-executive director of the Company.	597,220,572 (99.999948%)	310 (0.000052%)
	2(b).	To re-elect Dr. Chi Ming LEE as an independent non-executive director of the Company.	597,220,572 (99.999948%)	310 (0.000052%)
	2(c).	To re-elect Dr. Shui On LEUNG as an executive director of the Company.	597,220,572 (99.999948%)	310 (0.000052%)
	2(d).	To re-elect Dr. Wenyi LIU as a non-executive director of the Company.	597,220,572 (99.999948%)	310 (0.000052%)
	2(e).	To re-elect Mr. Shanchun WANG as an executive director of the Company.	597,220,572 (99.999948%)	310 (0.000052%)
	2(f).	To re-elect Dr. Jianmin ZHANG as a non-executive director of the Company.	597,220,572 (99.999948%)	310 (0.000052%)
	2(g).	To authorise the board of directors to fix the respective directors’ remuneration.	597,220,572 (99.999948%)	310 (0.000052%)
	3.	To re-appoint Ernst & Young as auditor of the Company and to authorise the board of directors to fix its remuneration.	597,220,572 (99.999948%)	310 (0.000052%)
	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.	597,220,572 (99.999948%)	310 (0.000052%)
	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.	597,219,972 (99.999848%)	910 (0.000152%)

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Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Number of Votes (%)	Number of Votes (%)	Number of Votes (%)
	Ordinary Resolutions		Number of Votes (%)
			For	Against
	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).	597,219,972 (99.999848%)	910 (0.000152%)
	7	To approve the proposed amendments to the 2022 Share Option Scheme.	597,220,272 (99.999898%)	610 (0.000102%)
	8	To approve the refreshment of 10% limit under the 2022 Share Option Scheme (the ‘‘Scheme Mandate Limit’’) and to authorise the directors of the Company to grant options under the 2022 Share Option Scheme up to the Refreshed Scheme Mandate Limit.	480,470,272 (99.999873%) (Note 2)	610 (0.000127%)
9	9	To approve the refreshment of 1% sublimit (the ‘‘Service Provider Sublimit’’) within the Refreshed Scheme Mandate Limit to service providers under the 2022 Share Option Scheme (the ‘‘Refreshed Service Provider Sublimit’’) and to authorise the directors of the Company to grant options under the 2022 Share Option Scheme to the service providers up to the Refreshed Service Provider Sublimit.	480,470,272 (99.999873%) (Note 2)	610 (0.000127%)

Notes:

1. The full text of the above resolutions numbered 4 to 9 were set out in the Notice of 2024 AGM.

2. The number of votes and approximate percentage of voting shares as set out herein are based on the total number of shares held by the shareholders of the Company who voted at the 2024 AGM in person or by authorised proxy or authorised representatives (including Dr. Wenyi LIU (‘‘Dr. Liu’’) and her associates). Pursuant to the scrutineers’ certificate issued by Computershare Hong Kong Investor Services Limited, a total of 480,470,272 and 480,470,272 shares were cast in favour of resolutions 8 and 9, respectively, and a total of 610 and 610 shares were cast against resolutions 8 and 9, respectively. In respect of 203,877,400 shares which Dr. Liu and her associates held through Central Clearing and Settlement System (‘‘CCASS’’), votes were cast in favour of resolutions 8 and 9, respectively, inadvertently by Dr. Liu and her associates. According to the Listing Rules, Dr. Liu and her associates should abstain from voting in favour of resolutions 8 and 9 at the 2024 AGM. In this regard, if the votes cast by Dr. Liu and her associates had been disregarded, the total number of votes (%) cast in favour of resolutions 8 and 9 was 276,592,872 (99.999779%) and 276,592,872 (99.999779%) votes, respectively and the total number of votes (%) cast against resolutions 8 and 9 was 610 (0.000221%) and 610 (0.000221%) votes, respectively.

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As a majority of the votes were cast in favour of each of the resolutions numbered 1 to 9, all resolutions were duly passed as ordinary resolutions.

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

Executive Director, Chairman and Chief Executive Officer

Hong Kong, 14 June 2024

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, Dr. Wenyi LIU, Mr. Lei SHI and Dr. Jianmin ZHANG, 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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