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DISCLOSEABLE TRANSACTIONSUBSCRIPTION FOR STRUCTURED DEPOSITS

2024-07-05 00:00:00

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.Sichuan Kelun-Biotech Biopharmaceutical Co. Ltd.四川科伦博泰生物医药股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6990) DISCLOSEABLE TRANSACTION SUBSCRIPTION FOR STRUCTURED DEPOSITS INTRODUCTION The Board hereby announces that on April 22 2024 and July 5 2024 the Company entered into the BOCOM Structured Deposit Agreement I and the BOCOM Structured Deposit Agreement II pursuant to which the Company agreed to subscribe for two structured deposits from BOCOM in the principal amount of RMB170 million and RMB200 million respectively. As at the date of this announcement the aggregate outstanding principal amount of the structured deposits acquired from BOCOM is RMB370 million.LISTING RULES IMPLICATIONS As the highest applicable percentage ratio (as defined under the Listing Rules) of the aggregate outstanding amount of the structured deposits maintained at BOCOM as at the date of this announcement exceeds 5% but is less than 25% the subscription for the BOCOM Structured Deposits contemplated under the BOCOM Structured Deposit Agreements constitutes a discloseable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. The subscription of the structured deposit pursuant to the BOCOM Structured Deposit Agreement I did not constitute any notifiable transaction at the relevant time as the applicable percentage ratios calculated pursuant to Chapter 14 of the Listing Rules in respect of such subscription was below 5%.INTRODUCTION The Board hereby announces that on July 5 2024 the Company entered into the BOCOM Structured Deposit Agreement II pursuant to which the Company agreed to subscribe for a structured deposit in the principal amount of RMB200 million from BOCOM. As at the date of this announcement the aggregate outstanding principal amount of the structured deposits maintained at BOCOM is RMB370 million. 1THE BOCOM STRUCTURED DEPOSIT AGREEMENTS Prior to the BOCOM Structured Deposit Agreement II the Company entered into the BOCOM Structured Deposit Agreement I with BOCOM for the subscription of a structured deposit in the principal amount of RMB170 million on April 22 2024 which did not constitute a notifiable transaction or connected transaction of the Company at the relevant time. The principal terms of the BOCOM Structured Deposit Agreements are set out as follows: The BOCOM Structured Deposit Agreement I Date of agreement April 22 2024 Parties (1) the Company; and (2) BOCOM Name of the Structured Deposit BOCOM Yuntong For tune 89-day Fixed-Term Structured Deposit (bullish gold-linked) (交通银行蕴 通财富定期型结构性存款89天(挂钩黄金看涨)) Type of the Structured Deposit Principal-guaranteed with floating return Principal amount of the subscription RMB170 million Commencement date April 24 2024 Maturity date July 22 2024 Term of the Structured Deposit 89 days Expected annualized floating rate 1.65% 2.80% or 3.00% per annum of return BOCOM guarantees a minimum annualized rate of return of 1.65%.Subject linked The a.m. benchmark price of Shanghai Gold published on the Shanghai Gold Exchange Early termination The Company has no right of early termination under the BOCOM Structured Deposit Agreement I.BOCOM has the right to early terminate the BOCOM Structured Deposit Agreement I provided that it shall publish an information announcement on its official website or at its branches prior to the date of early termination.Redemption and Payment The Company has no right to redeem the structured deposit during its term. The principal and the actual return of the structured deposit will be paid in one lump sum upon its maturity or early termination by BOCOM. 2The BOCOM Structured Deposit Agreement II Date of agreement July 5 2024 Parties (1) the Company; and (2) BOCOM Name of the Structured Deposit BOCOM Yuntong Fortune 182-day Fixed-Term Structured Deposit (bullish exchange rate-linked) (交 通银行蕴通财富定期型结构性存款182天(挂钩汇率看 涨)) Type of the Structured Deposit Principal-guaranteed with floating return Principal amount of the subscription RMB200 million Commencement date July 8 2024 Maturity date January 6 2025 Term of the Structured Deposit 182 days Expected annualized floating rate 1.65% 2.70% or 2.90% per annum of return BOCOM guarantees a minimum annualized rate of return of 1.65%.Subject linked The exchange rate of JPY against USD (as shown on the Bloomberg BFIX page) Early termination The Company has no right of early termination under the BOCOM Structured Deposit Agreement II.BOCOM has the right to early terminate the BOCOM Structured Deposit Agreement II provided that it shall publish an information announcement on its official website or at its branches prior to the date of early termination.Redemption and Payment The Company has no right to redeem the structured deposit during its term. The principal and the actual return of the structured deposit will be paid in one lump sum upon its maturity or early termination by BOCOM.The Directors are of the view that the consideration of the subscription of the BOCOM Structured Deposits were determined on the basis of arm’s length commercial terms. The BOCOM Structured Deposits were subscribed for by the Company by using the idle own funds of the Group and without using the proceeds from the initial public offering of the Company or the placing of new H shares of the Company which was completed on May 16 2024. 3INFORMATION ON THE PARTIES The Company is a biopharmaceutical company principally engaged in the R&D manufacturing and commercialization of novel drugs in oncology immunology and other therapeutic areas.BOCOM is a state-owned joint-stock commercial bank incorporated in the PRC with limited liability the shares of which are listed on the Shanghai Stock Exchange (stock code: 601328) and The Stock Exchange of Hong Kong Limited (stock code: 3328). BOCOM is principally engaged in the provision of corporate and personal banking and financial services. To the best of the Directors’ knowledge information and belief having made all reasonable enquiries BOCOM and its ultimate beneficial owner are third parties independent of the Company and its connected persons as of the date of this announcement.REASONS FOR AND BENEFITS OF THE SUBSCRIPTION FOR THE BOCOM STRUCTURED DEPOSITS The Directors are of the view that taking into account among others (i) the nature of the principal-guaranteed BOCOM Structured Deposits with floating return (ii) the expected rate of return and (iii) the short-term nature of the BOCOM Structured Deposits the subscription for the BOCOM Structured Deposits by using the idle own funds of the Group will have higher returns on deposits than those generally available from commercial banks and is conducive to improving the efficiency of the use of the Group’s idle funds. The Directors believe that the terms of the BOCOM Structured Deposit Agreements are fair and reasonable and in the interests of the Company’s shareholders as a whole.LISTING RULES IMPLICATIONS As the highest applicable percentage ratio (as defined under the Listing Rules) of the aggregate outstanding amount of the structured deposits maintained at BOCOM as at the date of this announcement exceeds 5% but is less than 25% the subscription for the BOCOM Structured Deposits contemplated under the BOCOM Structured Deposit Agreements constitutes a discloseable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. The subscription of the structured deposit pursuant to the BOCOM Structured Deposit Agreement I did not constitute any notifiable transaction at the relevant time as the applicable percentage ratios calculated pursuant to Chapter 14 of the Listing Rules in respect of such subscription was below 5%.DEFINITIONS “Board” the board of directors of the Company “BOCOM” Bank of Communications Co. Ltd. (交通银行股份有限公司) a joint stock company incorporated in the PRC with limited liability the shares of which are listed on the Shanghai Stock Exchange (stock code: 601328) and The Stock Exchange of Hong Kong Limited (stock code: 3328)“BOCOM Structured the structured deposit product agreement entered into between theDeposit Agreement I” Company and BOCOM on April 22 2024 the principal terms of whichare set out in the section headed “The BOCOM Structured DepositAgreements” of this announcement 4“BOCOM Structured the structured deposit product agreement entered into between theDeposit Agreement II” Company and BOCOM on July 5 2024 the principal terms of whichare set out in the section headed “The BOCOM Structured DepositAgreements” of this announcement“BOCOM Structured the BOCOM Structured Deposit Agreement I and BOCOM StructuredDeposit Agreements” Deposit Agreement II“BOCOM Structured collectively the structured deposits issued by BOCOM in accordanceDeposits” with the terms of the BOCOM Structured Deposit Agreements “Company” Sichuan Kelun-Biotech Biopharmaceutical Co. Ltd. (四川科伦博泰生 物医药股份有限公司) a joint stock company incorporated in the PRC with limited liability the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 6990) “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “JPY” Japanese Yen the lawful currency of Japan “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) “PRC” the People’s Republic of China which for the purpose of this announcement shall not include Hong Kong Special Administrative Region of the PRC Macau Special Administrative Region of the PRC and Taiwan “RMB” Renminbi the lawful currency of the PRC “USD” U.S. dollar the lawful currency of the United States of America “%” per cent By order of the Board Sichuan Kelun-Biotech Biopharmaceutical Co. Ltd.LIU Gexin Chairman of the Board and Non-executive Director Hong Kong July 5 2024 As at the date of this announcement the Board comprises Mr. LIU Gexin as the chairman of the Board and non-executive Director Dr. GE Junyou as executive Director Mr. LIU Sichuan Mr.LAI Degui Mr. FENG Hao Mr. ZENG Xuebo and Mr. LI Dongfang as non-executive Directors and Dr. ZHENG Qiang Dr. TU Wenwei Dr. JIN Jinping and Dr. LI Yuedong as independent non- executive Directors. 5