It was announced that IMMUNEONCO-B (01541) has entered into a capital increase agreement with Jiaxing Changxin and the target company, Yiming Kailer Biopharmaceutical Technology (Shanghai) Co., Ltd.
Pursuant to the agreement, Jiaxing Changxin has agreed to subscribe for new capital in the target company amounting to RMB 325,000, representing 14.0% of the target's newly increased registered capital, for a consideration of RMB 325,000.
Following the completion of this capital increase, the shareholding of the company and Jiaxing Changxin in the target company will be 80.0% and 20.0%, respectively.
Jiaxing Changxin is an employee shareholding platform established for the target company, which is a non-wholly owned subsidiary of the company.
Purpose of the Transaction
The objective of the capital increase is to recognize the contributions of the group's employees, provide them with incentives, align their interests with those of the group, and retain talent to support the group's ongoing operations and development.
This arrangement offers eligible group employees an opportunity to subscribe for interests in the target company through the employee shareholding platform, Jiaxing Changxin, under a future employee incentive plan to be adopted by the target company.
The company will comply with all relevant listing rules when the target company adopts the said employee incentive plan.
Strategic Rationale and Board Approval
The company believes the capital increase aligns with its long-term strategic goal of attracting and retaining talent, aligning employee interests with the group's long-term objectives, and enhancing employee retention and motivation, thereby promoting the group's stable and long-term development.
Consequently, the board of directors, including the independent non-executive directors, considers that (i) the terms of the capital increase agreement are fair and reasonable; (ii) the agreement was entered into on normal commercial terms or better; and (iii) entering into the agreement is in the overall interests of the company and its shareholders.