Full Press Release Details
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.
This announcement is for information purposes
only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.
Neither this announcement nor any copy thereof
may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution
This announcement does not constitute or form
a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have
not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States or to U.S. persons
(as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act or pursuant to an exemption
from, or in a transaction not subject to, registration under the U.S. Securities Act. The Company has no intention to register under the
U.S. Securities Act any of the securities referred to herein or to conduct a public offering of securities in the United States, Hong
Kong ("public" within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the
Laws of Hong Kong) or elsewhere.
ASCENTAGE PHARMA GROUP INTERNATIONAL
(Incorporated in the Cayman Islands with limited
CLOSING OF PLACING OF EXISTING SHARES
TOP-UP SUBSCRIPTION OF NEW SHARES UNDER
Joint Overall Coordinators and Capital Markets
Joint Placing Agents
Reference is made to the announcement of Ascentage
Pharma Group International (the "Company") dated July 14, 2025 in relation to the placing of the existing Shares and
top-up subscription of new Shares under the General Mandate (the "Top-up Placing Announcement"). Unless otherwise defined,
capitalized terms used herein shall have the same respective meanings as those defined in the Top-up Placing Announcement.
The Board is pleased to announce that all the
Placing Conditions Precedent have been satisfied and the closing of the Placing took place on July 17, 2025. An aggregate of 22,000,000
Sale Shares have been successfully placed by the Placing Agents to not less than six Placees at the Placing Price of HK$68.60 per Sale
Share pursuant to the terms and conditions of the Placing and Subscription Agreement. To the best of the Directors' knowledge, information
and belief and having made all reasonable enquiries, the Placees and their respective ultimate beneficial owners are third parties independent
of the Company and its connected persons.
As all the Subscription Conditions Precedent have
also been fulfilled, the Company allotted and issued 22,000,000 Subscription Shares (being the same number as the Sale Shares) to the
Vendor at HK$68.60 per Subscription Share (being the same as the Placing Price) on July 25, 2025.
The net proceeds arising from the Subscription
amount to approximately HK$1,492.5 million. The net proceeds from the Subscription are expected to be used for (i) commercialization efforts,
including expanding coverage and improving patient access; (ii) global clinical development to advance the core pipeline candidates of
the Company; and (iii) infrastructure and working capital to strengthen global operations. Please refer to the Top-up Placing Announcement
for further details on the use of the net proceeds from the Subscription.
The Subscription Shares were issued under the
General Mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on May 19, 2025 to allot,
issue and deal with up to 69,689,796 Shares. Immediately prior to the closing of the Placing and the Subscription, no Shares have been
issued by the Company pursuant to the General Mandate. Following the closing of the Placing and the Subscription, the Company may still
allot, issue and deal with up to 47,689,796 Shares pursuant to the General Mandate.
EFFECT OF THE PLACING AND THE SUBSCRIPTION
ON SHAREHOLDING STRUCTURE OF THE COMPANY
The shareholding structure of the Company (i)
immediately prior to the closing of the Placing and the Subscription; (ii) immediately after the closing of the Placing but before the
closing of the Subscription; and (iii) immediately after the closing of the Placing and the Subscription (assuming there is no change
in the issued share capital of the Company between the date of the Placing and Subscription Agreement and the closing of the Placing and
the Subscription, other than the Placing and the Subscription pursuant to the Placing and Subscription Agreement) are set out below.
| Shareholder | Immediately prior to the closing of the Placing and the Subscription | Immediately after the closing of the Placing but before the closing of the Subscription | Immediately after the closing of the Placing and the Subscription | |||||||||||||||||||||
| Number of Shares held | Approximate percentage of total Shares in issue | Number of Shares held | Approximate percentage of total Shares in issue | Number of Shares held | Approximate percentage of total Shares in issue | |||||||||||||||||||
| Substantial Shareholders | ||||||||||||||||||||||||
| -Dr. Zhai SPV (1)(2) | 60,665,461 | 17.34 | % | 38,665,461 | 11.05 | % | 60,665,461 | 16.31 | % | |||||||||||||||
| -Dr. Yang (2)(3) | 60,665,461 | 17.34 | % | 38,665,461 | 11.05 | % | 60,665,461 | 16.31 | % | |||||||||||||||
| -Dr. Wang (2) | 60,665,461 | 17.34 | % | 38,665,461 | 11.05 | % | 60,665,461 | 16.31 | % | |||||||||||||||
| -Dr. Guo (2) | 60,665,461 | 17.34 | % | 38,665,461 | 11.05 | % | 60,665,461 | 16.31 | % | |||||||||||||||
| -Dr. Zhai (1)(2) | 60,665,461 | 17.34 | % | 38,665,461 | 11.05 | % | 60,665,461 | 16.31 | % | |||||||||||||||
| The Vendor (3) | 22,054,131 | 6.30 | % | 54,131 | 0.02 | % | 22,054,131 | 5.93 | % | |||||||||||||||
| The Placees | - | - | 22,000,000 | 6.29 | % | 22,000,000 | 5.92 | % | ||||||||||||||||
| Other Shareholders | 289,188,014 | 82.66 | % | 289,188,014 | 82.66 | % | 289,188,014 | 77.77 | % | |||||||||||||||
| Total | 349,853,475 | 100.00 | % | 349,853,475 | 100.00 | % | 371,853,475 | 100.00 | % |
Cautionary Statement required by Rule 18A.05
of the Listing Rules: The Company cannot guarantee that it will be able to develop, or ultimately market, any of the products in its
pipeline successfully. Shareholders and potential investors are advised to exercise due care when dealing in the securities of the Company.
By order of the Board
Ascentage Pharma Group International
Chairman and Executive Director
Suzhou, the PRC, July 25, 2025
As at the date of this announcement, the Board
comprises Dr. Yang Dajun as chairman and executive Director, Dr. Wang Shaomeng and Dr. Lu Simon Dazhong as non-executive DirectorsNote,
and Mr. Ye Changqing, Mr. Ren Wei, Dr. David Sidransky, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD as independent non-executive