Immunotech Biopharm : VOLUNTARY ANNOUNCEMENT ESTABLISHMENT OF AND INVESTMENT IN CELLULAR IMMUNOTHERAPY SPECIALISED INDUSTRY FUND AS A LIMITED PARTNER

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Immunotech Biopharm Ltd ͑इ͛يႡᖹϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6978)

VOLUNTARY ANNOUNCEMENT ESTABLISHMENT OF AND INVESTMENT IN

CELLULAR IMMUNOTHERAPY SPECIALISED INDUSTRY FUND

( ୚ߤеޥطᐕਖ਼ධପุਿږ)

AS A LIMITED PARTNER

This is a voluntary announcement made by the Company on a voluntary basis.

The Board hereby announces that Beijing Yongtai, an indirect wholly-owned subsidiary of the Company, entered into the LP Agreement with Tianjin Jinxin, Shaoxing Binhai Investment Fund and Tianjin Tianjian, in relation to the establishment of the Industry Fund. Beijing Yongtai's total capital commitment in the Industry Fund as a Limited Partner is RMB50 million.

ESTABLISHMENT OF AND INVESTMENT IN THE INDUSTRY FUND

Background

On 24 February 2021, the Company, through Beijing Yongtai, entered into a cooperation framework agreement with the Management Committee with a view to promote the development of biomedical industry in Shaoxing Binhai New Area* (ୗጳᏵऎอਜ) by the introduction of Beijing Yongtai to participate in the Huadong Cellular Immunotherapy Industrial Park* (ശ؇୚ߤପุ෤) project, including, among other things, the proposed set up of research and development and production centre of EAL® for the Huadong region, the proposed joint establishment of academician workstations with universities and research institutions in the PRC, the proposed land development regarding the project and the proposed establishment of a specialised industry fund, targeted at investments in the upstream and downstream industrial chain of, among other things, cellular immunotherapy.

The LP Agreement

Beijing Yongtai, as a Limited Partner, entered into the LP Agreement in relation to the establishment of the Industry Fund. The principal terms of the LP Agreement are as follows:Date:

24 February 2021

Investment objectives of the

Industry Fund:

To invest in the upstream and downstream industrial chain of cellular immunotherapy, stem cell research, gene therapy and precision medicine

Term of the Industry Fund:

Subject to the terms of the LP Agreement, the term of the Industry Fund shall commence from its establishment and up to the seventh anniversary date of LP Agreement.

The investment period of the Industry Fund shall be four years from the day when all the initial capital contribution is made by the Partners. The remaining three years commencing from the end of the investment period shall be the exit period, in which the Industry Fund shall not invest in any new projects, but may complete the investment arrangements under the agreements or documents entered into within the investment period.

The Partners may agree to extend the term of the Industry Fund two times for an extended period of one year each.

Parties:

General Partner:

-

Tianjin JinxinLimited Partners:

• - Shaoxing Binhai Investment Fund

• - Beijing Yongtai

• - Tianjin Tianjian

Committed capital contribution:Transferability of the interests:

The total committed capital contribution to the Fund is RMB1 billion. The respective capital commitments of the parties to the LP Agreement as at the date of the LP Agreement are as follows:

(i) the General Partner will contribute RMB5 million, representing approximately 0.5% of the total capital commitment of the Industry Fund;

• (ii) Shaoxing Binhai Investment Fund will contribute RMB600 million, representing approximately 60% of the total capital commitment of the Industry Fund;

• (iii) Tianjin Medical will contribute RMB345 million, representing approximately 34.5% of the total capital commitment of the Industry Fund; and

• (iv) Beijing Yongtai will contribute RMB50 million, representing approximately 5% of the total capital commitment of the Industry Fund.

Subject to the terms of the LP Agreement, the Limited Partners are generally not permitted to transfer their interests in the Industry Fund.

Management of the Fund:

The General Partner is responsible for the day-to-day operations of the Industry Fund.

The General Partner will be entitled to appoint a fund manager to manage the Industry Fund. The fund manager is responsible for managing the Industry Fund, including the supervision and control of the investments. After the establishment of the Industry Fund, the fund manager and the Investment Fund will enter into an entrusted management agreement for the purpose of the Industry Fund's management.

The fund manager shall be responsible for establishing an investment decision committee comprising three members. The fund manager shall be entitled to appoint two members of the committee, while the General Partner shall be entitled to appoint one member of the committee. The committee has the decision-making power over the investments of the Industry Fund.

Management expenses:

The Industry Fund shall pay its fund manager an annual management fee, at the rate of 2% of capital contribution paid per year, subject to the terms of the LP Agreement. During the investment period, the management fee shall be calculated based on the aggregate capital commitment paid but not withdrawn. Following the expiry of the investment period, the management fee shall be calculated based on the total investment cost with respect to the investments which have not yet been exited by the Industry Fund.

Profit and loss sharing:

Subject to the terms under the LP Agreement, distributable cash attributable to the project investment shall be apportioned amongst the Partners in proportion to their respective interests in the relevant project investment. The distributable investment income shall be distributed in the following order:

• (1) to each of the Limited Partners in proportion to its respective paid-up capital contribution until all the Limited Partners have recovered their respective paid-up capital contribution;

• (2) to the General Partner until the General Partner has recovered its paid-up capital contribution;

• (3) to the Limited Partners until the cumulative amount received by each of the Limited Partners reaches the annualised simple rate of return of 6%;

• (4) to the General Partner until the cumulative amount received by the Limited Partner reaches the annualised simple rate of return of 6%; and

• (5) for the remainder, 20% to the General Partner, and 80% to be distributed among the Limited Partners in proportion to their respective paid-up capital contribution.

INFORMATION ON THE GROUP AND THE PARTNERS

The Company was incorporated in the Cayman Islands with limited liability, with its shares listed on the Main Board of the Stock Exchange (stock code: 6978). The Group focuses in the research, development and commercialisation of T cell immunotherapy.

To the best of the knowledge, information and belief of the Directors, principal activities of each of the Partners are as follows:

• (1) Tianjin Jinxin is principally engaged in investments in healthcare;

• (2) Shaoxing Binhai Investment Fund is principally engaged in the business of investment; and

(3) Tianjin Tianjian is principally engaged in investments in healthcare.

To the best of the Directors' knowledge, information and belief, after having made all reasonable enquiries the other Partners under the LP Agreement and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

REASONS FOR AND THE BENEFITS OF THE SUBSCRIPTION UNDER THE LP AGREEMENT

The Group has been in discussion with the Management Committee regarding its proposed participation in the proposed Huadong Cellular Immunotherapy Industrial Park* (ശ؇୚ߤପ ุ෤) project, which is expected to be an industrial zone that focuses in the industrial chain of cellular immunotherapy and precision medicine, in which the Management Committee may implement a number of supportive measures. The participation is expected to be in line with the local policy to develop biomedical industry in Shaoxing Binhai New Area* of Shaoxing, Zhejiang Province, which is a major province of the Huadong region in the PRC.

Against such background, the Board believes that the establishment of the Industry Fund would further enhance the bonding between the Group and the Management Committee, and thereby facilitate the exploration of potential business opportunities and/or collaborations with the Management Committee to facilitate the commercialisation of the Group's products in the PRC.

Pursuant to the terms of the LP Agreement, the Industry Fund is expected to invest in enterprises within the Shaoxing Binhai New Area* and that may include industry chain businesses relating to the development of the Company's core product, namely, EAL®. The Board believes that the re-investment plan under the Industry Fund may allow facilitation of the commercialisation of the Company's core product.

Based on the above reasons and taking into account the opportunities that could be brought along by this transaction, the Board (including the independent non-executive Directors) is of the view that the terms of the LP Agreement are negotiated at arm's length and on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULE IMPLICATIONS

As all of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules with reference to the total capital commitment to the Industry Fund by Beijing Yongtai is less than 5%, this transaction does not constitute a notifiable transaction under Chapter 14 of the Listing Rules. This announcement is made by the Company on a voluntary basis.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"associates(s)"	has the meanings ascribed to it under the Listing Rules
"Beijing Yongtai"	Immunotech Applied Science Limited (̏ԯ͑इ͛يႡۜϞࠢ
ʮ̡), an indirect wholly-owned subsidiary of the Company
"Board"	the board of Directors
"Company"	Immunotech Biopharm Ltd, incorporated in the Cayman Islands
with limited liability, with its shares listed on the Main Board
of the Stock Exchange (stock code: 6978)
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"General Partner"	the general partner of the Industry Fund, being Tianjin Jinxin
"Group"	the Company together with its subsidiaries
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Industry Fund"	the specialised industry fund to be established pursuant to the
LP Agreement
"Limited Partner(s)"	the limited partner(s) of the Industry Fund
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"LP Agreement"	the limited partnership agreement entered into among the
General Partner and the Limited Partners on 24 February 2021
"Management Committee"	Shaoxing Binhai New Area Management Committee* (ୗጳᏵ
ऎอਜ၍ଣ։ࡰึ), a governmental management committee of
Shaoxing City, Zhejiang Province

"Partner(s)"	the partner(s) of the Industry Fund, including the General
Partner and the Limited Partners
"percentage ratios"	has the meaning ascribed to it under Chapter 14 of the Listing
Rules
"PRC"	means the People's Republic of China, excluding Hong Kong,
the Macau Special Administrative Region and Taiwan for the
purpose of this announcement
"Shaoxing Binhai	Shaoxing Binhai New Area Biomedical Industry Equity
Investment Fund"	Investment Fund Partnership (LP)* (ୗጳᏵऎอਜ͛يᔼᖹପ
ٰุᛆҳ༟ਿږΥྫΆุ€ϞࠢΥྫ)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Tianjin Jinxin"	Tianjin Jinxin Health Technology Co., Ltd.* (˂ݵږอ਄ੰ߅
ҦϞࠢʮ̡), the General Partner
"Tianjin Tianjian"	Tianjin Tianjian Medical Technology Co., Ltd.* (˂ݵ˂ᒟᔼ
ᐕ߅ҦϞࠢʮ̡), one of the Limited Partners
"%"	Per cent

The Board wishes to emphasise that the discussions and cooperation between the Company and the Management Committee on possible business cooperation and transactions relating to the development of biomedical industry in Shaoxing Binhai New Area* and the Huadong Cell Industrial Park* project are subject to definitive agreements being entered into by relevant parties and therefore, such potential business cooperation or transaction(s) with the Management Committee may or may not materialise as contemplated or at all. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By order of the Board

Immunotech Biopharm Ltd

Tan Zheng

Chairman and executive Director

Hong Kong, 24 February 2021

As at the date of this announcement, the Board of the Company comprises Mr Tan Zheng as Chairman and executive Director, Dr Wang Yu and Mr Jung Hyun Chul as executive Directors, Mr Si Xiaobing, Mr Lu Yuan and Mr Li Yuezhong as non-executive Directors, and Mr Wang Yingdian, Mr Ng Chi Kit and Ms Peng Sujiu as independent non-executive Directors.

*

The English transliteration of the Chinese name in this announcement, where indicated, is included for information only, and should not be regarded as the official English name of such Chinese name.