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Shanghai Cathay Biotechnology Co., Ltd
Short Form Report on Changes in Equity
Listed company name: Shanghai Cathay Biotechnology Co., Ltd
Stock listing location: Shanghai Stock Exchange
Stock abbreviation: Cathay Biotech
Stock Code: 688065
Disclosure Obligor: HBM Healthcare Investments (Cayman) Ltd.
Residence and correspondence address: Governors Square, Suite #4-212-2,23 Lime Tree Bay Avenue,
West Bay, Grand Cayman, Cayman Islands
Nature of share change: The number of shares held remains unchanged, and the listed company issues A shares to specific targets, resulting in passive dilution to less than 5%.
Date of signing: April 1, 2025
Disclosure Obligor Statement
1. The information disclosure obligor prepares this report in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Administrative Measures for the Acquisition of Listed Companies (hereinafter referred to as the "Acquisition Administrative Measures"), the Guidelines for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 15 - Report on Changes in Equity (hereinafter referred to as the "Guidelines No. 15") and relevant laws, regulations and normative documents.
2. The Disclosure Obligor has obtained the necessary authorization and approval to sign this report, and its performance does not violate or conflict with any provisions in the Articles of Association and Internal Management System of the Information Disclosure Obligor.
3. In accordance with the provisions of the Securities Law, the Measures for the Administration of Takeovers and the Guideline No. 15, this report has fully disclosed the changes in the shares of the information disclosure obligor in Shanghai Cathay Biotechnology Co., Ltd. (hereinafter referred to as "Cathay Biotech", "Listed Company", "Company").
As of the date of this report, the information disclosure obligor has not increased or decreased its interest in Cathay Biotech by any means other than the information disclosed in this report.
4. The change in equity is based on the information contained in this report. The disclosure obligor has not entrusted or authorized any other person to provide information not included in this report and to provide any explanation or explanation for this report.
5. The information disclosure obligor undertakes that there are no false records, misleading statements or material omissions in this report, and assumes individual and joint legal liability for its authenticity, accuracy and completeness.
Table of Contents
Interpretation...... 4
Section 1: Introduction to Information Disclosure Obligors...... 5
1. Basic information of the person obligated to disclose information...... 5
II. Circumstances in which the information disclosure obligor holds or controls more than 5% of the outstanding shares of other listed companies ...... 6
Section 2 Purpose of Equity Change and Shareholding Plan ...... 7
1. The purpose of this equity change ...... 7
2. Plans to continue to increase the number of shares in which the company has an interest in the listed company in the next 12 months...... 7
Section 3 Methods and Specific Circumstances of Changes in Rights and Interests...... 8
1. Shareholding before the change in equity...... 8
2. The basic situation of this change in rights and interests...... 8
III. Restrictions on the rights involved in this change in the rights and interests of the information disclosure obligor ...... 9
Section 4 Trading of Shares of Listed Companies in the Preceding Six Months...... 10
Section 5: Other Major Matters...... 11
Section 6 Documents for Reference...... 12
1. Catalogue of documents for reference ...... 12
2. Where to check ...... 12
Disclosure Obligor Statement...... 13
Schedule...... 14
Interpretation
Unless the context otherwise requires, this report shall have the following meanings:
Shanghai Cathay Biotechnology Co., Ltd. Jane
This report means:
Report on changes in equity
Cathay Biotech, Listed Company and Company means Shanghai Cathay Biotechnology Co., Ltd
HBM means HBM Healthcare Investments
(Cayman) Ltd.
The number of shares held by the information disclosure obligor remains unchanged because:
This change in equity refers to the issuance of A shares by a listed company to a specific target
Resulting in passive dilution to less than 5%.
China Securities Regulatory Commission means the China Securities Regulatory Commission
Yuan and 10,000 yuan refer to RMB yuan and RMB 10,000 yuan
In the event that there is a difference in the mantissa between the partial sum and the sum of the direct additions in this short form report on changes in equity, these differences are due to rounding.
Section 1: Introduction to Information Disclosure Obligors
1. Basic information of the information disclosure obligor
(1) Basic information
1. The basic information of the information disclosure obligor
Company name: HBM Healthcare Investments (Cayman) Ltd.
Registered address is Governors Square, Suite #4-212-2, 23 Lime Tree Bay
Avenue,West Bay, Grand Cayman, Cayman Islands
Certificate of Registration No. CR-110122
Type of business: Limited liability company
Founded on May 8, 2001
Duration of operation Long-term
Name of major shareholder and shareholding
Situation: 100% stake by HBM Healthcare Investments AG
Business Scope Unlimited
(2) The situation of the principal responsible person
Information disclosure obligor's main responsible person:
Whether or not I acquire others
Name, Position, Gender, Nationality, Long-term Residence, Country and Region
Permanent residency
Jean-Marc Director, male, United Kingdom, Cayman Islands, except Cayman Islands
Lesieur Outside, None
2. The information disclosure obligor holds or controls more than 5% of the outstanding shares of other listed companies
As of December 31, 2024, except as disclosed below and as disclosed in this report, Cathay Biotech
In addition to the shareholding situation, the information disclosure obligor does not hold shares in which the equity of other listed companies at home or abroad reaches or exceeds 5% of the issued shares of the company:
Name of listed company Place of listing Shareholding ratio of the information disclosure obligor
Upstream Bio, Inc. United States 5.1%
Y-mAbs Therapeutics, Inc. United States 7.4%
ALX Oncology Holdings Inc. United States 6.5%
BioInvent International AB Sweden 7.7%
Vicore Pharma Holding AB Sweden 9.0%
Section 2 Purpose of Equity Change and Shareholding Plan
1. The purpose of this equity change
The change in the equity of the information disclosure obligor is due to the dilution of the shareholding ratio to less than 5% due to Cathay's issuance of A shares to specific targets.
2. Plans to continue to increase the number of shares in the listed company in the next 12 months
The information disclosure obligor does not rule out the possibility of continuing to reduce its shareholding in the company in the next 12 months, and if there is a change in relevant rights and interests, the information disclosure obligor will perform the information disclosure obligation in a timely manner in strict accordance with the provisions of relevant laws and regulations.
At present, the information disclosure obligor has no plan to increase its shareholding in the company in the next 12 months, and if there is a change in relevant rights and interests, the information disclosure obligor will fulfill the information disclosure obligation in a timely manner in strict accordance with the provisions of relevant laws and regulations.
Section 3: Methods and specific circumstances of changes in rights and interests
1. Shareholding before the change in equity
Prior to this equity change, the information disclosure obligors held a total of 35,621,436 unrestricted tradable shares of the Company, accounting for 6.11% of Cathay's total share capital.
2. The basic situation of this change in rights and interests
On November 25, 2024, the China Securities Regulatory Commission (CSRC) issued the "Approval of Shanghai Cathay Biotechnology Shares
The approval of the registration of the issuance of shares by a limited company to specific targets (Zheng Jian Xu Xu (2024) No. 1662) agrees that the company will issue RMB ordinary shares (A shares) to specific targets (hereinafter referred to as the "Offering").
The issuance of 137,911,755 new shares was closed on March 31, 2025 by the China Securities Register
The Shanghai branch of the limited liability company has completed the share registration procedures. After the completion of the registration of the new shares issued, the company added 137,911,755 restricted tradable shares, and the company's total share capital changed from 583,378,039 shares
721,289,794 shares. For details, please refer to the company's website on the Shanghai Stock Exchange on April 3, 2025
(www.sse.com.cn) Announcement of Shanghai Cathay Biotechnology Co., Ltd. on the Results of the Issuance of A Shares to Specific Targets and Changes in Share Capital.
Prior to this equity change, HBM held 35,621,436 shares of the company, representing a 6.11% stake.
After the completion of the registration of the new shares in this offering, the number of shares held by HBM will remain unchanged, and its shareholding ratio will be passively diluted to 4.94%, and it will no longer be a shareholder of more than 5% of the company's shares.
Before and after the change in equity, the changes in the shares of listed companies held by the information disclosure obligor are as follows:
Shares held before this change Shares held after this change
Name of Shareholder Nature of Shares Ratio to Total Share Capital Ratio to Total Share Capital
Number of shares (shares) Example (%) Number of shares (shares) Example (%)
HBM holds 35,621,436 6.11 35,621,436 4.94
Where: Unlimited
Sales conditions circulating 35,621,436 6.11 35,621,436 4.94
shares
3. Restrictions on the rights involved in this change in the rights and interests of the information disclosure obligor
As of the date of signing of this report, there is no pledge, seizure or freezing of the shares involved in this change of rights and interests, or there is no restriction on the transfer of rights.
Section 4 Trading of shares of listed companies within the previous six months
In addition to the information disclosed in this report, the information disclosure obligor did not buy or sell the company's shares in the 6 months prior to this change in equity.
Section 5: Other major matters
1. In addition to the information disclosed in this report, there is no other information that should be disclosed but has not been disclosed.
2. The information disclosure obligor declares that it promises that there are no false records, misleading statements or major omissions in this report, and assumes individual and joint legal responsibility for its authenticity, accuracy and completeness.
Section 6: Documents for reference
1. Catalogue of documents for reference
1. Business license of the information disclosure obligor;
2. List of main persons in charge of information disclosure obligors and identity documents;
3. Short-form Report on Changes in Equity signed by the information disclosure obligor.
2. Location of access
The full text of this report and the above-mentioned documents for reference are available in the Securities Affairs Department of Listed Companies.
Disclosure Obligor Statement
The information disclosure obligor undertakes that there are no false records, misleading statements or material omissions in this report, and assumes individual and joint legal liability for its authenticity, accuracy and completeness.
Disclosure Obligor: HBM Healthcare Investments (Cayman) Ltd.
Appointed Representative (Signature): _________________
Jean-Marc Lesieur
Date of signing: April 1, 2025
schedule
Basic information
Listed companies Shanghai Cathay Biotechnology Co., Ltd. has listed companies
Shanghai
The name is limited to the location of the company
Stock abbreviation: Cathay Biotech stock code: 688065
Disclosure Sense Governors Square, Suite #4-
Disclosure of Information HBM Healthcare 212-2, 23 Lime Tree Bay
The place where the employee is registered
Agent Name: Investments (Cayman) Ltd. Avenue,West Bay, Grand
location
Cayman, Cayman Islands
Increase □ decrease □
No change, but the shareholders change
Whether the □ with the interest is consistent
Yes□ None?
The number of shares has changed to other ? The number of shares held remains unchanged, which is moving
Caused by listed companies to specific targets
The line of stock leads to passive dilution to
5% or less
Information Disclosure Disclosure Meaning
Whether the agent is the service or not
Yes □ No ? Yes□ No?
Listed companies are listed on the ground
A major shareholder and an international controller
Transfer of □ through a centralized trading □ agreement on a stock exchange
Administrative transfer or change of state-owned shares □ indirect transfer □
Equity change party
Acquisition of new shares issued by a listed company □ execution of the court's ruling □ succession □
Formula (multiple selections)
Gift □
Other? Passive dilution to less than 5% due to the issuance of shares by listed companies to specific targets
Disclosure of Information
Before Disclosure of Employee Stock Type: RMB Ordinary Shares (A Shares)
with interest
Number of shares and number of shares: 35,621,436 shares
accounted for listed companies
Issued Shares Shareholding: 6.11%
proportion
This time the rights and interests change
Stock Type: RMB Ordinary Shares (A Shares)
After moving, the information is draped
Exposed obligation
Number of changes: 0 shares
Shares with interest
Number of changes
Percentage of change: 1.17%
and the percentage of change
Disclosure of Information
Whether the person intends to do so
In the next 12 Yes □ No?
It continued to increase during the month
hold
Disclosure of Information
Servants before
6 months whether
Yes □ No?
in the secondary market
Buy and sell the listing
Company shares
Where the controlling shareholder or actual controller of a listed company is involved in reducing its shareholdings, the information disclosure obligor shall also explain the following contents:
Controlling shareholder or
Actual controller
Whether it is when reducing holdings
Not applicable in the presence of infringement
City corporations and shares
East rights and interests asked
title
Controlling shareholder or
Actual controller
Whether it is when reducing holdings
There are outstanding liquidations
its to the company
Liabilities, undischarged Not applicable
The company is negative for it
Debt provides burden
warranty, or damages
of the interests of the company
Miscellaneous
This time the rights and interests change
Whether it is necessary to take the action Not applicable
Ratification
Whether it has been obtained
not applicable
approve
(There is no text on this page, it is the signature page of the "Appendix of the Report on Changes in Equity of Shanghai Cathay Biotechnology Co., Ltd.")
Disclosure Obligor: HBM Healthcare Investments (Cayman) Ltd.
Appointed Representative (Signature): _________________
Jean-Marc Lesieur
Date of signing: April 1, 2025
Ticker Name
Percentage Change
Inclusion Date