Luye Pharma Group Ltd (02186) announced that on 21 November 2025, its wholly-owned subsidiary, Luye Geneora Holding Limited (the Issuer), together with Luye Pharma Group as guarantor and an independent subscriber, entered into a subscription agreement for 1,500,000 exchangeable preference shares at an aggregate subscription price of US$150 million. These shares, priced at US$100 each, can be exchanged into Boan Biotech (06955) shares under agreed terms.
Upon full exchange of these preference shares at the initial exchange price of HK$11.718, up to 100,486,431 Boan Biotech shares may be delivered. As part of this arrangement, the Issuer is required to transfer the same number of Boan Biotech shares into a custodian account within 15 business days after completion. Should that transfer fail to occur, the Issuer must fully redeem all outstanding preference shares in accordance with the redemption terms.
The transaction is deemed a disposal of Luye Pharma Group’s equity in Boan Biotech, triggering disclosure requirements under Rule 14.29 of the Listing Rules. The highest applicable percentage ratios for issuing and redeeming these preference shares each exceed 5% but are below 25%, classifying the transaction as discloseable, subject to reporting and announcement rules under Chapter 14 of the Listing Rules. Directors of Luye Pharma Group stated that this issuance provides immediate cash while enabling an extended, structured monetization approach for its holding in Boan Biotech. The net proceeds are intended for general working capital purposes, and the board considers the deal terms fair and reasonable. Boan Biotech remains approximately 57.94% held by Luye Pharma Group as of the announcement date.
Comments