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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of March 2025
Commission File Number: 001-42484
ASCENTAGE PHARMA GROUP INTERNATIONAL
(Translation of Registrant’s name into English)
68 Xinqing Road
Suzhou Industrial Park
Suzhou, Jiangsu
China
(Address of principal executive offices)
________________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On March 31, 2025, Ascentage Pharma Group International issued a Hong Kong Stock Exchange voluntary announcement entitled “PURCHASE OF SHARES BY THE TRUSTEE FOR THE PURPOSE OF THE 2022 RSU SCHEME”.
A copy of the Hong Kong Stock Exchange voluntary announcement is attached as Exhibit 99.1 to this Form 6-K and is incorporated by reference herein.
INDEX TO EXHIBITS
| Exhibit Number |
Exhibit Title | |
| 99.1 | Hong Kong Stock Exchange Voluntary Announcement dated March 31, 2025 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ASCENTAGE PHARMA GROUP INTERNATIONAL | ||
| Date: March 31, 2025 | /s/ Dajun Yang | |
| Name: | Dajun Yang | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
ASCENTAGE PHARMA GROUP INTERNATIONAL
亞 盛 醫 藥 集 團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6855)
VOLUNTARY ANNOUNCEMENT
PURCHASE OF SHARES BY THE TRUSTEE
FOR THE PURPOSE OF THE 2022 RSU SCHEME
This announcement is made by Ascentage Pharma Group International (the “Company”) on a voluntary basis. Reference is made to the announcements of the Company dated June 23, 2022, July 14, 2022, October 21, 2022, October 25, 2022, October 26, 2022, October 27, 2022, October 28, 2022, October 31, 2022, May 8, 2023, November 13, 2023, November 14, 2023, November 16, 2023, February 2, 2024, September 2, 2024 and October 25, 2024 (the “Announcements”) in relation to, among other things, (i) the adoption of the 2022 RSU Scheme; (ii) the initial grant and the further grants of the 2022 Awards thereunder; and (iii) the purchase of existing Shares by the Trustee on-market for the purpose of the 2022 RSU Scheme. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Announcements.
On March 31, 2025, the Trustee purchased a total of 50,000 existing Shares (the “Purchased Shares”) on-market for the purpose of the 2022 RSU Scheme to satisfy the RSUs upon exercise. Details of the Purchased Shares and the latest information about the Shares held by the Trustee under the Scheme are as follows:
| Purchase date | : | March 31, 2025 |
| Total number of the Purchased Shares | : | 50,000 Shares |
| Percentage of the Purchased Shares to the total number of issued Shares as at the date of this announcement | : | Approximately 0.014% |
| Total consideration paid for the Purchased Shares (excluding all related expenses, transaction levy, brokerage, tax, duties and levies) | : | HK$2,108,280.00 |
| Average consideration per Purchased Share (excluding all related expenses, transaction levy, brokerage, tax, duties and levies) | : | Approximately HK$42.1656 |
| Total number of existing Shares purchased by the Trustee on-market for the purpose of the 2022 RSU Scheme immediately after the aforesaid purchases | : | 2,115,000 Shares |
The Purchased Shares are currently held by the Trustee in accordance with the 2022 RSU Scheme Rules and the terms of the trust deed entered into between the Company and the Trustee. The Trustee shall not exercise the voting rights attached to the Shares held on trust by it. As at the date of this announcement, no further grant of Awards has been made pursuant to the 2022 RSU Scheme apart from the initial grant of the 2022 Awards on June 23, 2022 and the further grants of the 2022 Awards on May 4, 2023 and September 2, 2024 as disclosed in the Announcements.
| By Order of the Board | |
| Ascentage Pharma Group International | |
| Dr. Yang Dajun | |
| Chairman and Executive Director |
Suzhou, People’s Republic of China, March 31, 2025
As at the date of this announcement, the Board comprises Dr. Yang Dajun as chairman and executive Director, Dr. Wang Shaomeng and Dr. Lu Simon Dazhong as non-executive DirectorsNote, and Mr. Ye Changqing, Mr. Ren Wei, Dr. David Sidransky, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD as independent non-executive Directors.
Note: Dr. Wang Shaomeng and Dr. Lu Simon Dazhong are independent directors under NASDAQ rules.