GenFleet Therapeutics (02595.HK) Proposes Placing of 13.6 Million New H-shares at HK$34.69 Per Share

NewTimeSpace News: GenFleet Therapeutics (Shanghai) Inc. (02595.HK) announced on July 15 that on July 14, 2026 (after trading hours), the Company entered into a placing agreement with the placing agents, pursuant to which the placing agents have agreed to act as agents of the Company to use their best endeavors to procure not less than six placees to purchase an aggregate of 13,600,000 new H-shares at the placing price of HK$34.69 per H-share, subject to the terms and conditions contained in the placing agreement.

The Placing Shares represent approximately 4.02% of the H-shares in issue as of the date of the announcement and approximately 3.67% of the total number of Shares in issue, and approximately 3.87% of the H-shares in issue as enlarged by the allotment and issue of the Placing Shares and approximately 3.54% of the total number of Shares in issue as so enlarged (assuming no change in the issued share capital of the Company from the date of the announcement up to the closing date other than the allotment and issue of the Placing Shares). The aggregate nominal value of the Placing Shares under the Placing will be RMB1,360,000.

The parties to the Placing Agreement are the Company, Morgan Stanley and CITIC CLSA Limited. To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, each placing agent and its respective ultimate beneficial owner is an independent third party.

The placing agents are expected to procure the placing of the Placing Shares to professional, institutional or other investors (such investors and their ultimate beneficial owners being independent third parties). It is expected that none of the placees will become a substantial shareholder of the Company as a result of the Placing.

The placing price of HK$34.69 per Placing Share was determined by the Company and the placing agents after arm's length negotiation, representing a discount of approximately 9.71% to the closing price of HK$38.42 per H-share as quoted on the Stock Exchange on the date of the Placing Agreement. The Directors consider that the Placing Price is fair and reasonable in light of the prevailing market conditions.

The Placing Shares will be allotted and issued under the general mandate granted to the Board by the Shareholders by resolution passed on May 11, 2026, pursuant to which the Board is authorized to allot, issue and deal with up to 74,073,326 Shares, representing 20% of the total number of Shares in issue (excluding treasury shares) as of the date of passing the resolution granting the general mandate. As of the date of the announcement, the Company has not yet utilized the general mandate, and the Placing Shares under the Placing represent approximately 18.36% of the general mandate. The allotment and issue of the Placing Shares are not subject to shareholders' approval.

Completion of the Placing is conditional upon, among other things, the listing committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares (and such listing and permission not having been revoked prior to closing). The closing date is July 17, 2026 (or such other time or date as the placing agents may agree).

The Company has undertaken to the placing agents that, subject to certain exceptions, for the period from the date of the Placing Agreement to the date falling 90 days after the closing date, neither the Company nor any person acting on its behalf will offer, sell, transfer, dispose of, allot or issue or grant any options, rights or warrants to subscribe for any Shares or any interest in Shares or any securities convertible into, exercisable for or exchangeable for or substantially similar to any Shares or interest in Shares.

Assuming all Placing Shares are fully placed, the gross proceeds and net proceeds from the Placing (after deducting commissions and estimated expenses) will be approximately HK$472.78 million and HK$466.9 million, respectively. The intended use of the net proceeds is a supplement to, and distinct from, the use of net proceeds from the Company's IPO as disclosed in the prospectus.

Approximately 75% of the net proceeds will be used to advance the core RAS pipeline and other innovative therapies (including GFH276, GFS202A and GFS784). Approximately 40% of the net proceeds will be used to advance the clinical development of GFH276, including funding the subsequent part of the Phase I/II clinical trial of GFH276 monotherapy evaluating GFH276 in patients with RAS-mutated solid tumors in China; combination therapy clinical trials in China evaluating GFH276 as first-line treatment for patients with RAS-mutated solid tumors and pancreatic ductal adenocarcinoma, and a Phase II combination therapy trial for patients with RAS-mutated colorectal cancer; and clinical trials overseas (including Australia, the U.S. and other jurisdictions) evaluating GFH276 in patients with RAS-mutated solid tumors in Phase I/II trials. The Phase I monotherapy clinical trial of GFH276 in China is expected to complete in the second half of 2026, with initial Phase I data to be reported at the ESMO Congress in October 2026.

Approximately 25% of the net proceeds will be used to advance the clinical development of GFS202A, the world's first bispecific antibody targeting cancer cachexia that has entered clinical development. The Company completed patient enrollment for the Phase I clinical trial in China, and the IND application for the Phase II clinical trial was accepted by the NMPA in May 2026. The Company intends to use approximately 25% of the net proceeds to fund the Phase II clinical trial of GFS202A in China for patients with tumor-associated cachexia, with patient recruitment expected to begin in the second half of the year.

Approximately 10% of the net proceeds will be used to advance IND applications for preclinical candidates, including GFS784, GFH946 and other novel ADC molecules developed from the Company's proprietary ADC platform FAScon.

Approximately 15% of the net proceeds will be used to enhance the Company's R&D technology platforms, primarily to upgrade the FAScon platform, enhance its antibody engineering capabilities and establish a global patent portfolio.

Approximately 10% of the net proceeds will be used to supplement working capital and other general corporate purposes.

The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement (including the Placing Price and placing commissions) are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Board considers that the Placing will broaden the Company's shareholder base and capital scale, and the net proceeds will strengthen the Group's financial position and support its future development.

The Company's H-shares were listed on the Main Board of the Stock Exchange on September 19, 2025. The net proceeds from the global offering (including the full exercise of the over-allotment option) were approximately HK$1,930.56 million. As of June 30, 2026, the Group had utilized approximately HK$318.85 million of the net proceeds, representing approximately 16.52%, with approximately HK$1,611.71 million remaining unutilized. Save as disclosed above, the Company has not conducted any equity fundraising activities in the 12 months immediately preceding the date of the announcement.

Upon completion of the Placing, the Company's registered capital and total number of Shares will be changed to RMB38,396,663 and 383,966,630 Shares, respectively. The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares. Following the issue of the Placing Shares and their listing on the Stock Exchange, the Company will file with Chinese regulatory authorities, including the CSRC, in accordance with applicable laws and regulations.

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