益方生物科技(上海)股份有限公司第二届董事会2025年第八次会议决议公告

Group 1 - The company held its 8th meeting of the 2nd Board of Directors on December 8, 2025, to discuss the issuance of H-shares and listing on the Hong Kong Stock Exchange [2][3][31] - The board unanimously approved the proposal to issue H-shares and apply for listing on the Hong Kong Stock Exchange [4][8][31] Group 2 - The H-shares will be ordinary shares with a nominal value of RMB 1.00, issued in foreign currency [7] - The listing will take place on the main board of the Hong Kong Stock Exchange, with the timing to be determined based on market conditions and regulatory approvals [10][12] - The issuance will include both a public offering in Hong Kong and an international placement [12][20] Group 3 - The maximum number of H-shares to be issued will not exceed 25% of the total share capital post-issuance, with an option for an additional 15% for over-allotment [14] - The pricing of the shares will be determined based on market conditions and investor demand [16] - The target investors include qualified international institutional investors and eligible domestic investors [18] Group 4 - The funds raised from the H-share issuance will be used for clinical development of core research pipelines, preclinical exploration, and general corporate purposes [33][34] - The board proposed to authorize the board and its authorized persons to handle all matters related to the issuance and listing of H-shares [35][50] Group 5 - The company will apply to register as a non-Hong Kong company in accordance with Hong Kong laws for the purpose of the H-share listing [52] - The board approved a profit distribution plan for retained earnings prior to the H-share issuance, ensuring that both existing and future shareholders share in the profits [54] Group 6 - The board agreed to draft a new set of articles of association applicable after the H-share issuance, in compliance with relevant laws and regulations [58][60] - The internal governance rules will be revised to align with the requirements of the H-share listing [63][65]