ImmuneOnco Biopharmaceuticals (Shanghai) Inc. received a letter from The Stock Exchange of Hong Kong on 24 June 2026 stating that the RMB loan granted to Chairman and Executive Director Dr. Tian Wenzhi on 10 February 2026 does not qualify for the partial exemption under Listing Rule 14A.76(2). Consequently, the transaction must be subjected to independent shareholder approval, an independent board committee review, independent financial advice, and a circular, in line with Rules 14A.36, 14A.39 and 14A.46.
Loan profile • Principal advanced: undisclosed amount; interest rate 3.00% per annum, benchmarked to the one-year loan prime rate (LPR). • Tenor: 10 February 2026 to 9 February 2027. • Security: 6.00 million shares in escrow; market value described as sufficient to cover the outstanding balance.
Company’s original stance Management regarded the facility as “normal commercial terms or better”, citing: 1. Interest referenced to LPR and higher than a newly secured bank loan at 2.80%. 2. Comparable rates reportedly available to the borrower from commercial banks. 3. Internal cash resources of RMB 1.02 billion at 31 December 2025 exceeded total loan exposure.
Stock Exchange assessment The regulator disagreed, noting: 1. Lending falls outside the ordinary business scope of a pre-revenue biotech. 2. Appropriateness of using LPR for a connected individual not established. 3. Lack of evidence the borrower could obtain similar financing externally. 4. Funding was partly via a new bank loan that carried a 0.20 percentage-point spread over the loan rate. 5. Escrow arrangement did not provide protection equivalent to a customary share pledge.
Remedial actions announced To prevent recurrence, ImmuneOnco will: • Enforce a September 2023 Information Disclosure Policy. • Strengthen inter-departmental reporting on connected transactions. • Issue clearer internal guidelines on transaction identification, size tests and disclosure. • Convene departmental meetings promptly for potential connected deals. • Update connected-transaction policies, including requirements for independent advice. • Consult external advisers earlier on compliance matters. • Provide semi-annual compliance training to directors, executives and finance staff. • Disclose the non-compliance, loan details and impairment assessments in the next annual report.
Board composition remains unchanged, with Dr. Tian continuing as Chairman and Executive Director.