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connected transactions involving subscription by vivo suzhou fund and centerlab for top biopharm shares

date time:2022-06-01

on june 1, 2022, tot biopharm international company limited (tot biopharm, stock code: announced that the company entered into a share subscription agreement with vivo suzhou fund and centerlab. pursuant to the agreement, vivo suzhou fund and centerlab agreed to subscribe for 116,250,000 and 33,750,000 shares of tot biopharm, respectively, at a subscription price of hk$3.15 per share, with a total of 150,000,000 shares, accounting for approximately 24.38% of the company's issued capital as of the date of this announcement. the subscription price represents a premium of 4.79% over the average closing price as quoted on the stock exchange five trading days prior to the date of the subscription agreements. after the completion of the subscription agreement, the shareholding ratio of vivo suzhou fund and centerlab will reach approximately 28.68% and 28.66%.


in recent years, tot biopharm has accelerated its strategic adjustment, strengthened its competitive advantage in the antibody conjugated drugs (adcs) field, and facilitated the construction of an industry-leading adc one-stop commercialization platform. the company has made every effort to expand its one-stop innovative drug cdmo business, achieving breakthrough results and an ever-growing business scale, which has already become a new engine for corporate growth.


the net proceeds from the subscriptions have amounted to hk$470 million (approximately rmb 400 million), which will improve corporate liquidity, expand the capital base, optimize the capital structure, and provide support for corporate long-term growth. the company intends to apply the proceeds to: further expand cdmo business and strengthen project cooperation with domestic and foreign pharmaceutical companies; promote the continuous construction of global r&d centers, improving adc commercialization capacities, thereby improving product cost-effectiveness; complete the phase iii clinical trial of taa013and etc.; carry out production and marketing of pusintin®, tazian®, and megaxia®, etc.


mr. fu shan, chairman of tot biopharm, managing partner, global co-ceo and asia ceo of vivo capital llc, highlighted: "this transaction is another major milestone of tot biopharm , which symbolizes its clear strategic planning and business performance have been highly recognized by  shareholders. over the past years, the management team of the company has always concentrated on the advantages of core competencies, optimized resource allocation, and built a differentiated pathway to create a domestically leading and internationally competitive adc platform. they have also actively expanded cdmo business and established a commercialization platform with great competitive edges and industrial value, showing strong potential and sustainability, which gains shareholders and the board of directors’  confidence in the company's future development!"


dr. liu jun, ceo of tot biopharm, expressed, "it is a great honor to gain the strong support and recognition of our two major shareholders, vivo capital and centerlab, during the critical period of us re-setting corporate priorities on commercialization and strategic adjustment with adc as the core! by far, our strategic transformation and up-gradation to adc cdmo have yielded remarkable results. this capital increase will further enhance our capital strength and provide financial support for corporate sustainability. in the upcoming days, we will continue take efforts to optimize capital structure, establish a diversified and sustainable business model, as well as to enhance the comprehensive strength of process development, accelerate the adc commercialization process, and create a new engine for cdmo business growth, thereby strengthening the corporate earning capacity, and creating bountiful returns for shareholders and investors."



about vivo suzhou fund and other funds managed by vivo capital llc

vivo suzhou fund is a limited partnership established in the prc managed by vivo equity investment management (shanghai) co., ltd., a private equity fund manager registered with the asset management association of china which is directly wholly-owned and controlled by vivo capital llc. vivo viii funds, which are also funds managed by vivo capital llc, have been shareholders of the company since december 2015. vivo capital llc’s predecessor was founded in the united states in 1996. vivo capital llc was incorporated in the state of california of the united states in 2005, and is an investment adviser registered with the united states securities and exchange commission. spanning private equity, public equity and venture capital, it is a global healthcare investment firm that focuses on finding and building value in healthcare companies in the united states and greater china. it invests in both public and private healthcare companies through funds managed by it or its affiliate, including vivo suzhou fund and vivo viii funds, among others. in terms of assets under management (aum), as of 31 december 2021, vivo capital llc managed over us$6.4 billion in client assets on a discretionary basis.


about centerlab

centerlab was incorporated in taiwan in 1959 and its shares were listed on the taipei exchange in 2003 (stock code: 4123). it is taiwan’s largest manufacturer of oral liquid pharmaceuticals, with a market share of about 70%. its products are mainly oral solutions, including syrups, suspensions, emulsions and other dosage forms. it also engages in new drug research and development, active pharmaceutical ingredients, minimally invasive medical devices and other businesses through investments in other corporations. in recent years, centerlab is known as the “biotech industrial bank” in taiwan for its track record of incubating or investing in various biotech and related companies listed or to be listed on the stock exchange or the taipei exchange (including the company) and fostering their growth and development. as of 31 december 2021, centerlab had total assets of nt$30.4 billion (equivalent to approximately us$1.1 billion).