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SinoMab BioScience Limited Remuneration Information 2024

Nov 11, 2024

50863_rns_2024-11-11_c9cacf26-7f42-45a3-b318-e374c117d488.pdf

Remuneration Information

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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)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rules 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The board (the “ Board ”) of directors (the “ Director(s) ”) of SinoMab BioScience Limited (the “ Company ”, together with its subsidiaries as the “ Group ”) hereby announces that on 11 November 2024, the Company has granted to Mr. Shanchun WANG, an executive Director (the “ Grantee ”), subject to acceptance by the Grantee, 10,062,400 share options (the “ Share Options ”) to subscribe for an aggregate of 10,062,400 new shares of the Company (the “ Shares ”) under its share option scheme adopted at the extraordinary general meeting held on 26 October 2022 and was subsequently amended at the annual general meeting held on 14 June 2024 (the “ 2022 Share Option Scheme ”) (the “ Grant ”).

Details of the Grant are set out below:

Date of Grant 11 November 2024 (the “Grant Date”)
Name of Grantee Shanchun WANG
Capacity of Grantee Executive Director and
President (China) of the Company
Exercise price of HK$1.256 per Share
Share Options granted
Number of 10,062,400
Share Options granted

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Closing price of the Shares HK$1.200 per Share on Grant Date

Average closing price of the HK$1.256 per Share Shares for the five consecutive trading days prior to Grant Date

  • Exercisable period of Share Options

The Share Options are exercisable for a period of 10 years commencing from 12 November 2025 to 11 November 2035

  • Vesting Schedule of Share Options

  • 100% vested on 12 November 2025, being the date of 12 months after the Grant Date

Performance Target

No performance target is stipulated in the Grant.

The remuneration committee of the Company is of the view that the Grant forms part of the management agreement between the Company and the Grantee for the purpose of attracting and retaining the Grantee. This aligns with the purpose of the 2022 Share Option Scheme.

Clawback Mechanism

No clawback mechanism is stipulated in the Grant.

The remuneration committee of the Company is of the view that clawback mechanism is not necessary as the scheme rules of the 2022 Share Option Scheme already provided the lapse and cancellation of options in different scenarios and provided enough protection to the Company’s interests.

Financial Assistance

No arrangement was made by Company or any of its subsidiaries to provide financial assistance to the Grantee to facilitate the purchase of Shares under the 2022 Share Option Scheme.

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Number of Shares 99,113,111
available for future grant
under scheme mandate
Number of Shares 10,917,551
available for future grant
under service provider
sublimit(Note)

Note: service provider sublimit is within the scheme mandate .

The grant of Share Options to the Grantee has been approved by the independent nonexecutive Directors in accordance with Rule 17.04(1) of the Listing Rules.

Save as disclosed above, to the best knowledge, information and belief of the Directors, as of the date of this announcement, (i) the Grantee is not a chief executive nor a substantial shareholder of the Company, or any of their respective associates (as defined under the Listing Rules); (ii) the Grantee is not a participant with options granted and to be granted exceeding the 1% individual limit (as defined under the Listing Rules); and (iii) the Grantee is not a related entity participant or service provider (as defined under the Listing Rules) of the Company.

As at the date of this announcement, the grant of the Share Option will not result in the share options granted and to be granted to the Grantee in the 12-month period up to and including the Grant Date exceeding 1% of the Shares in issue.

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

Hong Kong, 11 November 2024

As at the date of this announcement, the executive Directors are Dr. Shui On LEUNG and Mr. Shanchun WANG, the non-executive Directors are Dr. Haigang CHEN, Mr. Xun DONG, Mr. Lei SHI and Dr. Jianmin ZHANG, 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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