Luye Pharma subsidiary issues exchangeable preference shares, to reduce Boan Biotech stake

Luye Pharma Group announced that its wholly-owned subsidiary, Luye Geneora Holding Limited, will issue 1,500,000 Exchangeable Preference Shares for an aggregate subscription price of $150,000,000. Each share is priced at $100 and exchangeable into Boan Biotech Shares. This transaction, dated November 21, 2025, constitutes a discloseable transaction for Luye Pharma.

The Exchangeable Preference Shares carry a fixed cumulative preferential cash dividend of 4.75% per annum on the subscription price, payable semi-annually. The initial exchange price is HK$11.718 per Boan Biotech Share, allowing for a maximum of 100,486,431 Boan Biotech Shares to be delivered upon full exchange. The issuer also has the right to redeem the shares at 1.35 times the exchange price.

Upon full exercise of the exchange rights, Boan Biotech will cease to be a subsidiary of Luye Pharma Group, reducing the Group's approximately 57.94% shareholding in Boan Biotech. The proceeds from this subscription will be allocated to the Group's general working capital, providing immediate cash funding and strategic flexibility while allowing for a paced monetization of the Boan Biotech investment.