YZYBIO-B (02496.HK): Proposes Issuing 35.59 Million Domestic Shares to Three Directors at RMB 2.43 Each, Raising about RMB 83 Million; Whitewash Waiver Sought and Trading to Resume
NewTimeSpace News: On 9 September 2026, Wuhan YZY Biopharma Co., Ltd. (stock code: 02496) announced that it had entered into a share subscription agreement on 30 August 2026 to allot and issue an aggregate of 35,592,400 domestic shares at a subscription price of RMB 2.43 per domestic share. The subscription shares represent approximately 247.68% of the company's existing issued domestic shares and approximately 18.36% of its existing issued share capital; immediately after completion they will represent approximately 71.24% of the enlarged issued domestic shares and 15.51% of the enlarged issued share capital. The subscribers are Dr. Yuan Qian, Dr. Zhou Hongfeng and Dr. Zhou Pengfei, who serve as non-executive director, non-executive director and executive director (chairman and chief executive officer) respectively, with Dr. Yuan also being a substantial shareholder.
According to the announcement, the subscription price represents a discount of approximately 14.86% to the closing price of HKD 3.30 for the H shares on the Stock Exchange on 28 August 2026, the last trading day before the date of the share subscription agreement. Net proceeds from the subscription are estimated at approximately RMB 83 million, of which approximately 90% (about RMB 74.7 million) is intended for repayment of bank borrowings and approximately 10% (about RMB 8.3 million) for general working capital and general corporate purposes. The company stated that the group is facing considerable operating cash pressure, with bank balances and cash of approximately RMB 75.9 million and bank borrowings of approximately RMB 138.6 million as of 30 June 2026, and that the subscription will raise funds to maintain its cash position and lower its gearing ratio.
As each subscriber is a director of the company, the subscription constitutes a connected transaction subject to reporting, announcement and independent shareholders' approval requirements. Under the Takeovers Code, the subscribers' aggregate shareholding will increase from approximately 19.33% to 31.84%, and together with parties acting in concert from approximately 43.39% to 52.17%, triggering a mandatory general offer obligation under Rule 26.1 of the Takeovers Code; the company will apply to the Executive for a whitewash waiver. The waiver and the subscription require approval by independent shareholders by at least 75% and not less than two-thirds of votes cast respectively, and the Executive may not grant the waiver, in which case the share subscription agreement will not become effective. The company has established independent board committees for the connected transaction and the whitewash waiver respectively, and appointed Bridge Capital Limited as independent financial adviser. Trading in the company's H shares has been suspended since 31 August 2026, and the company has applied for resumption of trading from 9:00 a.m. on 10 September 2026.
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