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.

INSIDE INFORMATION

PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD OF

DIRECTORS TO REPURCHASE H SHARES

This announcement is made by Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd.* (the "Company") pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).

The board of directors of the Company (the "Board") hereby announces that in order to improve the Company's net asset value and/or earnings per share, the Board proposes to the 2020 annual general meeting of the Company (the "AGM"), the 2021 first class meeting of the holders of H shares of the Company and the 2021 first class meeting of the holders of A shares of the Company (collectively referred to as the "Class Meetings") to consider and approve to grant a general mandate (the "Repurchase Mandate") to the Board to repurchase H shares of the Company ("H Shares") not exceeding 10% of its total number of the H Shares in issue when the Repurchase Mandate is approved at the AGM and the Class Meetings with reference to market conditions, funding arrangements and the needs of the Company and in accordance with the relevant laws and regulations, the articles of association of the Company (the "Articles of Association"), requirements of securities regulatory authorities of the places where the shares of the Company are listed and any other relevant government or regulatory authorities of the PRC when the Board believes that such repurchase is beneficial to the Company and its shareholders (the "Shareholders") as a whole. On the basis of 340,000,000 H Shares in issue as at the date of this announcement and assuming no H Shares will be issued by the Company prior to the AGM and the Class Meetings, the maximum number of H Shares to repurchased pursuant to the Repurchase Mandate shall not exceed 34,000,000 H Shares. According to the Listing Rules, therepurchase price shall not be higher by 5% or more than the average closing market price for the five preceding trading days prior to the date of repurchase. The Company will determine the repurchase price based on the actual situations of the market and the Company. Based on the current share price of H Shares and the number of H Shares proposed to be repurchased, the Company expects that the total amount of repurchase shall not exceed RMB150 million.

It is proposed that the authorization granted to the Board by the AGM and the Class Meetings includes but not limited to:

  • i formulating and implementing specific repurchase plan, including but not limited to repurchase price(s), number of H Shares to be repurchased, timing(s) of repurchase and period(s) of repurchase, etc;

  • ii notifying creditors and making announcement(s) in accordance with the requirements of the Company Law of the PRC, other laws and regulations and the Articles of Association;

  • iii opening overseas stock accounts, capital accounts and carrying out relevant procedures of change in foreign exchange registration;

  • iv carrying out relevant approval, filing and/or disclosure procedures (if necessary) in accordance with laws, regulations, the Articles of Association and requirements of the securities regulatory authorities of the places where the shares of the Company are listed and any other relevant government or regulatory authorities in the PRC;

  • v carrying out the cancellation procedure of the repurchased H Shares, reducing the registered capital of the Company, amending the Articles of Association in relation to the total amount of share capital, share capital structure and other relevant contents and carrying out the legal registration and filing procedures in the PRC and overseas; and

  • vi executing all documents and dealing with other matters in relation to the repurchase of H Shares.

If the Repurchase Mandate is approved by way of a special resolution at the AGM and the Class Meeting, respectively, the Board will be granted the Repurchase Mandate until the earlier of: (a) the conclusion of the 2021 annual general meeting of the Company; or (b) the date on which the authorization granted by the relevant special resolution is revoked or varied by a special resolution at the general meeting, the class meeting of the holders of H Shares and the class meeting of the holders of A shares of the Company.

During the repurchase of H Shares, the Company plans to utilize its internal resources (including undistributed profits) that can be legally allocated for such purpose in accordance with the Articles of Association, the applicable laws, regulations and regulations of the PRC.

The Repurchase Mandate is subject to the respective approval at the AGM and the Class Meetings by way of a special resolution. A circular containing, among others, details of the Repurchase Mandate proposal, notice of the AGM and notice of 2021 first class meeting of the holders of H Shares will be dispatched to the Shareholders in due course.

Shareholders and potential investors of the Company should pay attention to investment risks and exercise caution when dealing the shares of the Company.

By order of the Board

Wang Hai Bo

Chairman

As at the date on the publication of this announcement, the Board comprises:

Mr. Wang Hai Bo (Executive Director)

Mr. Su Yong (Executive Director)

Mr. Zhao Da Jun (Executive Director)

Mr. Shen Bo (Non-executive Director)

Ms. Yu Xiao Yang (Non-executive Director)

Mr. Zhou Zhong Hui (Independent Non-executive Director)

Mr. Lam Yiu Kin (Independent Non-executive Director)

Mr. Xu Qing (Independent Non-executive Director)

Mr. Yang Chun Bao (Independent Non-executive Director)

Shanghai, the PRC

25 March 2021

* For identification purpose only

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Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co. Ltd. published this content on 25 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2021 12:10:05 UTC.