SinoMab BioScience : RESIGNATION AND APPOINTMENT OF DIRECTORS

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SinoMab BioScience Limited

中 國 抗 體 製 藥 有 限 公 司

(Incorporated in Hong Kong with limited liability)

Stock Code: 3681

RESIGNATION AND APPOINTMENT OF DIRECTORS

This announcement is made pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

RESIGNATION OF NON-EXECUTIVE DIRECTOR

The board (the "Board") of directors ("Directors") of SinoMab BioScience Limited (the "Company") announces that in order to pursue his other personal and business commitments, Mr. Chang LIU ("Mr. Liu") has tendered his resignation as a non-executive Director with effect from 23 December 2019.

Mr. Liu confirms that he does not have any disagreement with the Board and that there is no other matter relating to his resignation which needs to be brought to the attention of the shareholders of the Company.

The Board would like to express its sincere gratitude to Mr. Liu for his invaluable contribution to the Board during his term of office with the Company.

APPOINTMENT OF DIRECTORS

The Board hereby further announces the following appointments:

1. Mr. Jing QIANG (強靜) ("Mr. Qiang") has been appointed as an executive Director of the Company;
2. Mr. Xun DONG (董汛) ("Mr. Dong") has been appointed as a non-executive Director of the Company; and
3. Mr. George William Hunter CAUTHERLEY ("Mr. Cautherley") has been appointed as an independent non-executive Director of the Company.

Appointment of Mr. Qiang

Mr. Qiang, aged 37, has served as the president of the Company since March 2018 and is primarily responsible for strategic planning and investments.

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Mr. Qiang has over nine years of experience in the field of medicine and healthcare related

research and investment. Mr. Qiang has served as the chairman of Suzhou Sinovent Pharmaceutical Technology Co., Ltd.* (蘇州信諾維醫藥科技有限公司). Prior to that, Mr. Qiang worked at China

International Capital Corporation Limited (stock code: 3908) from July 2010 to March 2018, where he held the position of managing director when he left. During his term with China International Capital Corporation Limited, Mr. Qiang won Asiamoney's best research coverage in healthcare in 2014 to 2017 and was ranked top three in healthcare by the 2015-2017 China Research Team of Institutional Investor.

Mr. Qiang was qualified as a Chartered Financial Analyst (CFA) by the CFA Institute in September 2011 and as a Financial Risk Manager (FRM) by the Global Association of Risk Professionals in April 2009.

Mr. Qiang will sign a service contract with the Company for a term of three years with effect from 23 December 2019, subject to re-election and retirement as required by the articles of association of the Company. Mr. Qiang will not receive any remuneration for being an executive Director, which has been approved by the Board based on the recommendation of the Remuneration Committee with reference to the Company's remuneration policy applicable to his position in the Group.

Mr. Qiang is the spouse of Ms. Wenyi LIU, a non-executive Director, who is deemed to have an interest in 212,889,400 shares of the Company, representing 20.60% of the issued shares of the Company for the purpose of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, as at the date of this announcement, Mr. Qiang (i) is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) is independent from and has no relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company;

1. has not held any other major appointments or qualifications or positions with the Company or other members of the Group; and (iv) has not held any directorship in any other listed public companies in the past three years.

Save as disclosed above, there is no information which is discloseable nor is Mr. Qiang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and there are no other matters concerning Mr. Qiang that need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Mr. Qiang on his new appointment.

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Appointment of Mr. Dong

Mr. Dong, aged 45, has over 20 years of experience in the pharmaceutical industry. Between 1996 and 2004, Mr. Dong worked for Yunnan Baiyao Group Co., Ltd (雲南白藥集團股份有限公

司) ("Baiyao Group"). The shares of Baiyao Group are listed on the Shenzhen Stock Exchange

(stock code: 000538), and it is one of the 10 Key Large Enterprises in Yunnan Province (雲南省 十戶重點大型企業), one of Top 100 Enterprises in Yunnan Province (雲南省百強企業) and one

of the first national innovative enterprise. Baiyao Group operates through four segments, namely pharmaceuticals, health products, Chinese medicine resources and pharmaceutical logistics, and is principally engaged in chemical raw material, chemico-pharmaceutical preparations, proprietary Chinese medicines, Chinese medicinal material and biologic products. During the said employment, he rose through the ranks and held the position of assistant general manager before his departure from Baiyao Group to further his education. He re-joined Baiyao Group in 2006 as a vice president of sales of the native medicine division, and has held various positions since then. Since 2018, Mr. Dong has been holding the positions of director of Yunnan institute of medicine, director of the office of the strategic committee of Baiyao Group and general manager of the innovative research and development centre of Baiyao Group.

Mr. Dong will sign a service contract with the Company for a term of three years with effect from 23 December 2019, subject to re-election and retirement as required by the articles of association of the Company. Mr. Dong will not receive any remuneration for being a non-executive Director, which has been approved by the Board based on the recommendation of the Remuneration Committee with reference to the Company's remuneration policy applicable to his position in the Group.

As at the date of this announcement, Mr. Dong (i) is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) is independent from and has no relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company; (iii) has not held any other major appointments or qualifications or positions with the Company or other members of the Group; and (iv) has not held any directorship in any other listed public companies in the past three years.

Save as disclosed above, there is no information which is discloseable nor is Mr. Dong involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and there are no other matters concerning Mr. Dong that need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Mr. Dong on his new appointment.

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Appointment of Mr. Cautherley

Mr. Cautherley, aged 77, has 55 years of experience of distributing a wide range of medical products and pharmaceuticals in Hong Kong, China and South East Asian countries and for the past 40 years through companies of which he has been CEO and substantive shareholder. For almost 20 years his principal business groups have also been involved in manufacturing medical devices and pharmaceuticals in China. In addition to his core business interests, Mr. Cautherley has been an investor in a number of biotechnology start-up/early stage enterprises in Europe and Hong Kong and has served on the boards of several of these companies. Mr. Cautherley was awarded an Honorary Doctorate of Business Administration by Edinburgh Napier University, United Kingdom and the holder of the award of Office of the British Empire (OBE) conferred by Queens Elizabeth II of the United Kingdom.

Mr. Cautherley will sign an appointment letter with the Company for a term of three years with effect from 23 December 2019, subject to re-election and retirement as required by the articles of association of the Company. Mr. Cautherley is entitled to receive a director's fee of HK$250,000 per annum, which has been approved by the Board based on the recommendation of the Remuneration Committee with reference to the Company's remuneration policy applicable to his position in the Group.

As at the date of this announcement, Mr. Cautherley (i) is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) is independent from and has no relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company; (iii) has not held any other major appointments or qualifications or positions with the Company or other members of the Group; and (iv) has not held any directorship in any other listed public companies in the past three years.

Save as disclosed above, there is no information which is discloseable nor is Mr. Cautherley involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and there are no other matters concerning Mr. Cautherley that need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Mr. Cautherley on his new appointment.

By order of the Board

SinoMab BioScience Limited

Dr. Shui On LEUNG

Executive Director, Chairman and Chief Executive Officer

Hong Kong, 23 December 2019

As at the date of this announcement, the executive Directors are Dr. Shui On LEUNG and Mr. Jing QIANG, the non-executive Directors are Ms. Wenyi LIU, Dr. Haigang CHEN, Mr. Senlin LIU, Mr. Huiyuan MA and Mr. Xun DONG, and the independent non-executive Directors are Mr. Dylan Carlo TINKER, Mr. Michael James Connolly HOGAN, Mr. Ping Cho Terence HON and Mr. George William Hunter CAUTHERLEY.

• For identification purposes only

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