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SinoMab BioScience Limited Share Issue/Capital Change 2025
50863_rns_2025-07-22_579a55e9-2503-4391-b2c3-370288587a5e.pdf
Share Issue/Capital Change
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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 notice, 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 document.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
SINOMAB
SinoMab BioScience Limited
中國抗體製藥有限公司
(Incorporated in Hong Kong with limited liability)
(Stock code: 3681)
SUBSCRIPTIONS OF NEW SHARES UNDER GENERAL MANDATE
On 22 July 2025 (after trading hours), the Company entered into twenty-three (23) Subscription Agreements with twenty-three Subscribers, pursuant to which the Company has conditionally agreed to issue and the Subscribers have conditionally agreed to subscribe for an aggregate of 182,072,400 new Shares at the Subscription Price of HK$2.03 per Subscription Share.
As at the date of this announcement, the Company has 1,204,565,936 Shares in issue. The Subscription Shares in aggregate represent (i) approximately 15.12% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 13.13% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares (assuming there will be no change in the total number of issued Shares of the Company between the date of this announcement and the Completion).
As at the date of this announcement, no Shares have been allotted and issued under the General Mandate. The General Mandate is sufficient for the allotment and issue of the Subscription Shares. As such, the allotment and issue of the Subscription Shares is not subject to the Shareholders' approval at a general meeting of the Company.
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The Subscription Price was arrived at an arm's length negotiations between the Company and each of the Subscribers with reference to the recent trading performance of the Shares, the business prospects and financial position of the Group and the current market conditions. The Subscription Price is fixed at HK$2.03 per Subscription Share, which represents: (i) a discount of approximately 16.12% to the closing price per Share of HK$2.42 as quoted on the Stock Exchange on 22 July 2025, being the date of the Subscription Agreements; (ii) a discount of approximately 18.80% to the average closing price per Share of HK$2.50 as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Subscription Agreements; and (iii) a discount of approximately 9.38% to the average closing price per Share of HK$2.24 as quoted on the Stock Exchange for the last ten consecutive trading days immediately preceding the date of the Subscription Agreements.
Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.
Upon Completion, the aggregate gross proceeds of the Subscriptions will amount to HK$369,606,972 and the aggregate net proceeds, after the deduction of all relevant fees and expenses, will be approximately HK$369,461,972, representing a net Subscription Price of approximately HK$2.03 per Subscription Share. The Company intends to utilise the net proceeds from the Subscriptions in the manner set out in the paragraph headed "REASONS FOR THE SUBSCRIPTIONS AND USE OF PROCEEDS" of this announcement.
Shareholders and potential investors should note that completion of each of the Subscriptions is subject to fulfillment of the conditions under the relevant Subscription Agreement. As the Subscriptions may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.
SUBSCRIPTIONS OF NEW SHARES UNDER GENERAL MANDATE
On 22 July 2025 (after trading hours), the Company entered into twenty-three (23) Subscription Agreements with twenty-three Subscribers, pursuant to which the Company has conditionally agreed to issue and the Subscribers have conditionally agreed to subscribe for an aggregate of 182,072,400 new Shares at the Subscription Price of HK$2.03 per Subscription Share.
The terms of each of the Subscription Agreements are identical except for the name and details of the Subscribers.
THE SUBSCRIPTION AGREEMENTS
The principal terms of the Subscription Agreements are set out below.
Date: 22 July 2025 (after trading hours)
Parties to the Subscription Agreements:
(1) the Company; and
(2) the Subscribers.
The Subscription Shares
As at the date of this announcement, the Company has 1,204,565,936 Shares in issue. The Subscription Shares in aggregate represent (i) approximately 15.12% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 13.13% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares (assuming there will be no change in the total number of issued Shares of the Company between the date of this announcement and the Completion).
The Subscription Price
The Subscription Price is fixed at HK$2.03 per Subscription Share, which represents:
(i) a discount of approximately 16.12% to the closing price per Share of HK$2.42 as quoted on the Stock Exchange on 22 July 2025, being the date of the Subscription Agreements;
(ii) a discount of approximately 18.80% to the average closing price per Share of HK$2.50 as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Subscription Agreements; and
(iii) a discount of approximately 9.38% to the average closing price per Share of HK$2.24 as quoted on the Stock Exchange for the last ten consecutive trading days immediately preceding the date of the Subscription Agreements.
The net Subscription Price, after deduction of all relevant fees and expenses, is estimated to be approximately HK$2.03.
The Subscription Price was arrived at an arm's length negotiations between the Company and each of the Subscribers with reference to the recent trading performance of the Shares, the business prospects and financial position of the Group and the current market conditions.
The Directors (including the independent non-executive Directors) consider that the terms of the Subscription Agreements are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole.
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Condition precedent to the Completion of Subscription Agreements
Completion of each Subscription Agreement is conditional upon the approval of the listing of, and permission to deal in, the relevant Subscription Shares being granted by the Listing Committee of the Stock Exchange (either unconditionally or subject to conditions which are acceptable to the Company).
The above-mentioned condition is not waivable by any Party. In the event that the said condition is not fulfilled by 5:00 p.m. (Hong Kong time) on 16 August 2025 (or such later time and/or date as may be agreed by the Parties in writing), all rights, obligations and liabilities of the Parties shall cease and determine and neither of the Parties shall have any claim against the other save for any antecedent breach.
Completion of the Subscriptions
Subject to the fulfillment of the condition precedent in the Subscription Agreements, Completion of each Subscription Agreement will take place on the fifth (5th) Business Day after the date of fulfillment of the abovementioned condition or such other date as may be agreed amongst the Parties.
Completion of the Subscriptions are subject to fulfilment of the condition precedent in the Subscription Agreements and the Subscriptions may or not may proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.
Ranking of the Subscription Shares
The Subscription Shares, when issued, will rank pari passu in all respects with the existing Shares in issue at the date of issue of the Subscription Shares.
General Mandate
The Subscription Shares will be allotted and issued under the General Mandate granted to the Directors at the AGM, pursuant to which the Directors are authorised to allot and issue up to 240,913,187 Shares, being 20% of the number of issued Shares (excluding Treasury Shares) as at the date of the AGM, which was 1,204,565,936 Shares.
As at the date of this announcement, no Shares have been allotted and issued under the General Mandate. The General Mandate is sufficient for the allotment and issue of the Subscription Shares. As such, the allotment and issue of the Subscription Shares is not subject to the Shareholders' approval at a general meeting of the Company.
Application for listing
Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.
INFORMATION ON THE COMPANY AND THE SUBSCRIBERS
The Company is a company incorporated in Hong Kong with limited liability. The Group is principally engaged in research and development of pharmaceutical products.
To the best of the knowledge, information and belief of the Directors, each of the Subscribers is either an individual private investor or a company principally engaged in investment holding. Please refer to the paragraph headed “Effects on Shareholding Structure” below for details of the respective percentage shareholding of the Subscribers as at the date of this announcement and immediately before Completion, and their respective percentage shareholding immediately following the Completion.
Save as disclosed in the paragraph headed “Effects on Shareholding Structure” below, to the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Subscribers (and the ultimate beneficial owner(s) of the Subscribers, where applicable) is an Independent Third Party of the Company, and none of the other Subscribers hold any shares in the Company or its subsidiaries as at the date of this announcement.
REASONS FOR THE SUBSCRIPTIONS AND USE OF PROCEEDS
The Directors consider that the Subscriptions represent a good opportunity for the Company to raise capital to support its continued growth and development, as well as to enhance financial flexibility of the Company. The Board is of the view that the terms of the Subscription Agreements and the transactions contemplated thereunder are on normal commercial terms agreed upon after arm’s length negotiations between the parties, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Upon Completion, the aggregate gross proceeds of the Subscriptions will amount to HK$369,606,972 and the aggregate net proceeds, after the deduction of all relevant fees and expenses, will be approximately HK$369,461,972, representing a net Subscription Price of approximately HK$2.03 per Subscription Share.
The Company intends to use the net proceeds to (i) 20% for all clinical trials and new clinical development program for SM03; (ii) 30% for pre-clinical research, clinical new drug candidates not currently in the Group’s pipeline to diversify its product portfolio, as well as for investigational new drug (IND) enabling of new drug candidates, especially for pre-clinical studies, production cost and related employment cost; and (iii) 50% for the Group’s working capital, the expansion of internal capabilities and other general corporate purposes. The net proceeds of the Subscriptions are expected to be utilized by the end of 2027.
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FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS
The Company has conducted the following equity fund raising activity in the 12-month period prior to the date of this announcement.
| Date of relevant announcements | Fund raising activity | Net proceeds raised (HK$ thousand) | Intended use of proceeds | Actual use of proceeds as at the date of this announcement (HK$ thousand) |
|---|---|---|---|---|
| 13 May 2025 (completed on 29 May 2025) | Subscriptions of new Shares under the general mandate | 55,781 | (i) 45% for R&D and clinical programmes and potential global cooperations of SM17, especially for the subcutaneous bridging study and Phase 2 clinical study of Atopic dermatitis in China, for the trial expense, related production cost and related employment cost; | Approximately 10,083 has been utilized as intended |
| 24,791 | (ii) 20% for pre-clinical research, clinical trials, related production, preparation for registration filings and related employment cost of new drug candidates not currently in our pipeline to diversity our product portfolio, as well as for IND enabling of new drug candidates, especially for pre-clinical studies, production cost and related employment cost; | Not yet utilized | ||
| 43,385 | (iii) 35% for general working capital. | Approximately 13,488 has been utilized as intended |
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It is planned that the remaining proceeds from the aforementioned subscriptions of new shares of approximately HK$100,386,000 will be used as intended by the end of 2026.
Save as disclosed above, the Company has not conducted any equity fund raising activities in the past twelve months immediately prior to the date of this announcement.
EFFECTS ON SHAREHOLDING STRUCTURE
As at the date of this announcement, the Company has 1,204,565,936 Shares in issue. Assuming there will be no further changes in the issued share capital of the Company between the date of this announcement and immediately prior to the issue of the Subscription Shares in full, the shareholding structure of the Company (i) as at the date of this announcement and immediately before Completion of the Subscriptions and (ii) immediately after Completion of the Subscriptions, are set out as below for illustration purposes only:
| Name of Shareholders | As at the date of this announcement and immediately before Completion of Subscriptions | Immediately after Completion of Subscriptions | ||
|---|---|---|---|---|
| No. of Shares | Approximate % | Number of Shares | Approximate % | |
| Apricot Entities^{1} | 144,259,625 | 11.98 | 144,259,625 | 10.40 |
| Hainan Haiyao Co., Ltd. (海南海藥股份有限公司)^{2} | 158,882,115 | 13.19 | 158,882,115 | 11.46 |
| Skytech Technology Limited^{3} | 129,729,200 | 10.77 | 129,729,200 | 9.36 |
| Grogene Technology Limited (格擎生物科技有限公司)^{4} | 9,998,800 | 0.83 | 9,998,800 | 0.72 |
| Name of Shareholders | As at the date of this announcement and immediately before Completion of Subscriptions | Immediately after Completion of Subscriptions | ||
|---|---|---|---|---|
| No. of Shares | Approximate % | Number of Shares | Approximate % | |
| Other Shareholders | ||||
| Subscriber A | 220,000 | 0.02 | 4,420,000 | 0.32 |
| Subscriber B | 50,000 | 0.00 | 1,070,000 | 0.08 |
| Subscriber C | 3,876,900 | 0.32 | 12,876,900 | 0.93 |
| Subscriber D | 700,000 | 0.06 | 1,600,000 | 0.12 |
| Subscriber E | 8,249,122^{5} | 0.68 | 18,249,022 | 1.32 |
| Subscriber F | 2,952,545^{5} | 0.25 | 6,740,345 | 0.49 |
| Subscriber G | 3,444,636^{5} | 0.29 | 4,526,736 | 0.33 |
| Subscriber H | 634,363^{5} | 0.05 | 2,900,263 | 0.21 |
| Subscriber I | 29,145^{5} | 0.00 | 1,073,445 | 0.08 |
| Subscriber J | 370,272^{5} | 0.03 | 1,470,972 | 0.11 |
| Subscriber K | 4,658,668 | 0.39 | 7,905,268 | 0.57 |
| Subscriber L | 985,500 | 0.08 | 3,448,500 | 0.25 |
| Subscriber M | 12,966,487^{5} | 0.94 | 57,966,487 | 4.18 |
| Subscriber N | 30,000 | 0.00 | 300,300 | 0.02 |
| Subscriber O^{6} | — | — | 57,999,900 | 4.18 |
| Other Subscribers | — | — | 38,691,900 | 0.03 |
| Other Shareholders | 722,528,558 | 59.98 | 722,528,558 | 52.11 |
| Total | 1,204,565,936 | 100.00 | 1,386,638,336 | 100.00 |
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Shares held by Apricot Capital (上海杏潭投资管理有限公司) and Shanghai Yueyi Investment Centre (Limited Partnership)* (上海月溢投资中心(有限合夥)) are through Apricot Oversea Holdings Limited and West Biolake Holdings Limited (collectively, the “Apricot Entities”), which are ultimately controlled by Dr. Wenyi LIU, a former non-executive Director. Dr. Wenyi LIU is the spouse of Mr. Jing QIANG.
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Pursuant to a share charge where Hainan Haiyao Co., Ltd (海南海藥股份有限公司) (“Hainan Haiyao”) charged 158,882,115 Shares to China Citic Bank Co., Ltd., Haikou Branch (“China Citic Bank”), China Citic Bank had a security interest in 158,882,115 Shares which were beneficially owned by Hainan Haiyao.
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Skytech Technology Limited is a company wholly owned by Dr. Shui On LEUNG, an executive Director and the chairman of the Company.
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Grogene Technology Limited (格擎生物科技有限公司) is a company wholly owned by Mr. Jing QIANG. Mr. Jing QIANG is the spouse of Dr. Wenyi LIU, a former non-executive Director.
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Each of Subscribers E, F, G, H, I, J and M became a Shareholder of the Company upon completion of the previous subscriptions as announced in the announcements of the Company dated 13 May 2025 and 29 May 2025.
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One of the shareholders holding 65% of the issued shares of the managing partner of Subscriber O (being an exempted company with limited liability registered as a segregated portfolio company incorporated under the laws of the Cayman Islands), was also an individual subscriber in her individual capacity under the previous subscriptions as announced in the announcements of the Company dated 13 May 2025 and 29 May 2025. As at the date of this announcement, she is directly interested in 3,744,500 Shares.
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DEFINITIONS
In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:
"AGM"
the annual general meeting of the Company held on 30 June 2025 in which the Shareholders had approved, among other matters, the grant of the General Mandate
"Board"
the board of Directors
"Business Day"
a day (other than a Saturday and a day on which a tropical cyclone warning no.8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a "black" rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which banks in Hong Kong are generally open for business
"Company"
SinoMab BioScience Limited (中國抗體製藥有限公司), a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
"Completion"
completion of the Subscriptions in accordance with the terms of the Subscription Agreements
"connected person(s)"
has the meaning as ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
"General Mandate"
the general mandate of the Company granted to the Directors by way of passing an ordinary resolution at the AGM to, inter alia, allot, issue and deal with new Shares not exceeding 20% of the aggregate number of the issued Shares (excluding Treasury Shares) as at the date of the AGM, pursuant to which a maximum of 240,913,187 Shares may fall to be allotted and issued as at the date of this announcement
"Group"
collectively, the Company and its subsidiaries from time to time
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
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“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Independent Third Party(ies)” an individual or a company which is not a connected person of the Company within the meaning of the Listing Rules
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Parties” or “Party” the named parties to the Subscription Agreements or any of them
“PRC” the People’s Republic of China, for the purpose of this announcement excluding Hong Kong, Macau Special Administrative Region and Taiwan
“Share(s)” ordinary share(s) in the share capital of the Company
“Shareholder(s)” holder(s) of the Shares
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Subscribers” twenty-three (23) subscribers under the Subscription Agreements, collectively, the Subscribers, and “Subscriber” means any one of them
“Subscription(s)” subscription(s) of Subscription Shares by the Subscribers at the Subscription Price pursuant to the Subscription Agreements
“Subscription Agreement(s)” the subscription agreement(s) dated 22 July 2025 and entered into between the Company and the Subscribers, collectively, the Subscription Agreements, and “Subscription Agreement” means any one of them
“Subscription Price” the subscription price of HK$2.03 per Subscription Share
“Subscription Shares” a total of 182,072,400 new Shares to be issued by the Company to the Subscribers under the Subscription Agreements
“substantial shareholder(s)” has the meaning as ascribed to it under the Listing Rules
“%”
per cent.
By Order of the Board
SinoMab BioScience Limited
Dr. Shui On LEUNG
Executive Director, Chairman and Chief Executive Officer
Hong Kong SAR, 22 July 2025
As at the date of this announcement, 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, Ms. Xiaosu WANG 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, Ms. Chi Sau Giselle LEE and Mr. Nan SHEN.
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For identification purpose only
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