YZYBIO-B Plans RMB83 Million Connected Share Placement; Founders Seek Whitewash Waiver to Lift Concerted Stake Above 50%

Bulletin Express
Sep 09

Wuhan YZY Biopharma Co., Ltd. (YZYBIO-B) announced a conditional share placement to three founder-directors—Dr. Yuan Qian, Dr. Zhou Hongfeng and Dr. Zhou Pengfei—aimed at strengthening liquidity and reducing leverage.

Key terms • Size and price: 35.59 million new Domestic Shares at RMB2.43 each, a 14.86 % discount to the last closing price of the H-shares on 28 August 2026. • Proceeds: Net inflow estimated at RMB83 million, earmarked 90 % for bank-debt repayment and 10 % for working capital. • Equity impact: New shares equal 247.68 % of existing Domestic Shares and 18.36 % of current total issued capital. Post-issue, Domestic Shares will rise from 7.41 % to 21.77 % of the enlarged 229.44 million share base; the founders’ direct stake will expand from 19.33 % to 31.84 %. • Control implications: Including concert parties, aggregate ownership will move from 43.39 % to 52.17 %, triggering a mandatory-offer obligation under Rule 26.1 of the Hong Kong Takeovers Code. The company will seek a Whitewash Waiver from the Securities and Futures Commission.

Regulatory process • The placement is classified as a connected transaction under Chapter 14A of the Listing Rules and requires independent shareholders’ approval at an extraordinary general meeting (EGM). • Completion depends on five conditions, notably approval of the share issue, grant of the Whitewash Waiver and registration with the China Securities Regulatory Commission. • Two Independent Board Committees have been formed, and BaoQiao Partners Capital Limited has been appointed as independent financial adviser. A circular will be dispatched within 15 business days.

Capital structure snapshot (post-issue) • Total shares: 229.44 million (179.48 million H-shares; 49.96 million Domestic Shares). • Subscribers: 73.06 million shares, or 31.84 % of enlarged capital. • Concert parties: 119.70 million shares, or 52.17 %. • CSPC-NBP remains the largest external shareholder at 22.33 %.

Strategic rationale Management cites pressing liquidity needs—RMB75.90 million in cash against RMB138.60 million in bank loans and RMB33.40 million in payables as at 30 June 2026—and expects the injection to bolster working capital, lower gearing and support operational expansion.

Trading status Trading in YZYBIO-B shares, halted on 31 August 2026, is set to resume on 10 September 2026 pending release of this announcement.

Shareholders are advised that the placement will lapse if any conditions precedent are unmet. Caution is urged when dealing in the company’s securities.

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