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Stock Code : 01779
(A joint stock company incorporated in the People’s Republic of China with limited liability)
天辰生物醫藥 （蘇州） 股份有限公司
LongBio Pharma (Suzhou) Co., Ltd.
GLOBAL OFFERING
Sole Sponsor, Sole Sponsor-Overall Coordinator, Overall Coordinator,
Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers


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IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain professional independent advice.
LongBio Pharma (Suzhou) Co., Ltd.
ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 14,193,150 H Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 1,419,350 H Shares (subject to
reallocation)
Number of International Offer Shares : 12,773,800 H Shares (subject to
reallocation and the Over-allotment
Option)
Offer Price : HK$96.06 per H Share, plus brokerage
of 1.0%, SFC transaction levy of
0.0027%, AFRC transaction levy of
0.00015% and Hong Kong Stock
Exchange trading fee of 0.00565%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 01779
Sole Sponsor, Sole Sponsor-Overall Coordinator, Overall Coordinator, Joint Global
Coordinator, Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the
contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss h owsoever arising from or in
reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in “Documents Delivered to the Registrar of Companies in Hong Kong” in Appe ndix VII to this
prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous P rovisions) Ordinance
(Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibil ity as to the contents
of this prospectus or any other documents referred to above.
The Offer Price will be HK$96.06 per Offer Share, unless otherwise announced. Applicants for Hong Kong Offer Shares may be required to pay, on applicat ion (subject to application
channels), the Offer Price of HK$96.06 for each Hong Kong Offer Share together with a brokerage fee of 1.0%, a SFC transaction levy of 0.0027%, a Stock Ex change trading fee
of 0.00565% and an AFRC transaction levy of 0.00015%.
The Sole Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being off ered under the
Global Offering and/or the Offer Price below that stated in this prospectus at any time on or prior to the morning of the last day for lodging application s under the Hong
Kong Public Offering. In such case, an announcement will be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.longbio.com
not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Details of the arrangement will then be announc ed by us as soon
as practicable. For further information, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Sole Sponsor-Overall Coor dinator (for
itself and on behalf of the Hong Kong Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. See “Underwriting” in this prospectu s.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be of fered, sold, pledged or
transferred within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U .S. Securities Act or in accordance
with any applicable U.S. state securities law. The Offer Shares are offered and sold only outside the United States in offshore transactions in relian ce on Regulation S.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in
relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.longbio.com . If you require a printed copy
of this prospectus, you may download and print from the websites above.
IMPORTANT
May 28, 2026


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering. We will not provide any printed copies of this prospectus to the
public in relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing
Information ” section, and our website at www.longbio.com. If you require a printed
copy of this prospectus, you may download and print from the website addresses
above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online through the HK eIPO White Form service at www.hkeipo.hk ;
or
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian
who is a HKSCC Participant to give electronic application instructions via
HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your
behalf.
We will not provide any physical channels to accept any application for the Hong
Kong Offer Shares by the public. The contents of the electronic version of this
prospectus are identical to the prospectus as registered with the Registrar of Companies
in Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients
or principals, as applicable, that this prospectus is available online at the website
addresses stated above.
See the section headed “How to Apply for Hong Kong Offer Shares” in this
prospectus for further details of the procedures through which you can apply for the
Hong Kong Offer Shares electronically.
IMPORTANT
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Y our application through the HK eIPO White Form service or the HKSCC EIPO
channel must be for a minimum of 50 Hong Kong Offer Shares and in one of the numbers set
out in the table.
If you are applying through the HK eIPO White Form service, you may refer to the table
below for the amount payable for the number of Hong Kong Offer Shares you have selected.
Y ou must pay the respective amount payable on application in full upon application for Hong
Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian may
require you to pre-fund your application in such amount as determined by the broker or
custodian, based on the applicable laws and regulations in Hong Kong. Y ou are responsible for
complying with any such pre-funding requirement imposed by your broker or custodian with
respect to the Hong Kong Offer Shares you applied for.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
50 4,851.44 800 77,623.01 7,000 679,201.36 100,000 9,702,876.51
100 9,702.87 900 87,325.88 8,000 776,230.12 200,000 19,405,753.02
150 14,554.31 1,000 97,028.76 9,000 873,258.89 300,000 29,108,629.54
200 19,405.76 1,500 145,543.15 10,000 970,287.65 400,000 38,811,506.05
250 24,257.20 2,000 194,057.53 20,000 1,940,575.30 500,000 48,514,382.56
300 29,108.63 2,500 242,571.91 30,000 2,910,862.95 600,000 58,217,259.05
350 33,960.07 3,000 291,086.29 40,000 3,881,150.60 709,650
(1) 68,856,463.15
400 38,811.51 3,500 339,600.68 50,000 4,851,438.25
450 43,662.94 4,000 388,115.06 60,000 5,821,725.91
500 48,514.38 4,500 436,629.44 70,000 6,792,013.56
600 58,217.27 5,000 485,143.83 80,000 7,762,301.21
700 67,920.14 6,000 582,172.58 90,000 8,732,588.87
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong
Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through
the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the
AFRC, respectively.
No application for any other number of Hong Kong Offer Shares will be considered and
such an application is liable to be rejected.
IMPORTANT
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If there is any change in the following expected timetable of the Hong Kong Public
Offering, we will issue an announcement in Hong Kong to be published on our Company’ s
website at www.longbio.com and the website of the Stock Exchange at
www.hkexnews.hk .
Hong Kong Public Offering commences ............................. .9:00 a.m. on
Thursday, May 28, 2026
Latest time for completing electronic applications under
the HK eIPO White Form service through the
designated website at www.hkeipo.hk (2) ........................... 1 1:30 a.m. on
Tuesday, June 2, 2026
Application lists of the Hong Kong Public Offering open (3) .............. 1 1:45 a.m. on
Tuesday, June 2, 2026
Latest time for (a) completing payment of
HK eIPO White Form applications by effecting
internet banking transfer(s) or PPS payment
transfer(s) and (b) giving electronic application
instructions to HKSCC
(4) ..................................... .12:00 noon on
Tuesday, June 2, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to submit
HKSCC EIPO applications on your behalf through HKSCC’s FINI system, you are advised to
contact your broker or custodian for the latest time for giving such instructions which may
be different from the latest time as stated above.
Application lists of the Hong Kong Public Offering close (3) ............. .12:00 noon on
Tuesday, June 2, 2026
Announcement of:
 the level of indications of interest in the International Offering;
 the level of applications in the Hong Kong Public Offering; and
 the basis of allocation of the Hong Kong Offer Shares
to be published on the websites of the Stock
Exchange at www.hkexnews.hk and our
Company at www.longbio.com (5) ......................a to r before 11:00 p.m. on
Thursday, June 4, 2026
EXPECTED TIMETABLE (1)
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Results of allocations in the Hong Kong Public Offering (with successful applicants’
identification documents numbers, where appropriate) to be available through a variety of
channels, including:
 in the announcement to be posted on our Company’s
website at www.longbio.com and the Stock
Exchange’s website at www.hkexnews.hk
respectively ....................................a to r before 11:00 p.m. on
Thursday, June 4, 2026
 at the “Allotment Results” page from the designated
results of allocation website at www.hkeipo.hk/IPOResult
or www.tricor.com.hk/ipo/result with a
“search by ID” function from .................................1 1:00 p.m. on
Thursday, June 4, 2026 to
12:00 midnight on
Wednesday, June 10, 2026
 from the allocation results telephone
enquiry line by calling +852 3691 8488 between
9:00 a.m. and 6:00 p.m. from ......................... Friday, June 5, 2026 to
Wednesday, June 10, 2026
on a business day
Dispatch of H Share certificates or deposit of
H Share certificates in respect of wholly or
partially successful application under the
Hong Kong Public Offering on or before
(6)(8) ............... .Thursday, June 4, 2026
HK eIPO White Form e-Auto Refund payment
instructions/refund cheques in respect of
wholly or partially unsuccessful applications
pursuant to the Hong Kong Public Offering
to be dispatched on or before
(7)(8) .......................... .Friday, June 5, 2026
Dealings in the H Shares on the Stock Exchange
expected to commence at ....................................... .9:00 a.m. on
Friday, June 5, 2026
EXPECTED TIMETABLE (1)
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Notes:
(1) All dates and times refer to Hong Kong local dates and time, except as otherwise stated.
(2) Y ou will not be permitted to submit your application under the HK eIPO White Form service through the
designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have
already submitted your application and obtained an application reference number from the designated website
prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of
application monies) until 12:00 noon on the last day for submitting applications, when the application lists
close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, June 2,
2026, the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares
— E. Severe Weather Arrangements”.
(4) Applicants who apply for Hong Kong Offer Shares by instructing your broker or custodian to apply on your
behalf via HKSCC EIPO channel should refer to the section headed “How to Apply for Hong Kong Offer
Shares — A. Application for Hong Kong Offer Shares — 2. Application Channels”.
(5) None of the websites set out in this section or any of the information contained on the websites forms part of
this Prospectus.
(6) No temporary document of title will be issued in respect of the Offer Shares. H Share certificates will only
become valid evidence of title at 8:00 a.m. on the Listing Date provided that the Global Offering has become
unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance
with their respective terms at or before that time. Investors who trade H Shares on the basis of publicly
available allocation details or prior to the receipt of H Share certificates or the H Share certificates becoming
valid evidence of title do so entirely at their own risk.
(7) HK eIPO White Form e-Auto Refund payment instructions/refund cheques will be issued in respect of wholly
or partially unsuccessful applications pursuant to the Hong Kong Public Offering. Part of the applicant’s
identification document number, or, if the application is made by joint applicants, part of the identification
document number of the first-named applicant, provided by the applicant(s) may be printed on the refund
cheques, if any. Such data would also be transferred to a third party for refund purposes. Banks may require
verification of an applicant’s identification document number before encashment of the refund cheque.
Inaccurate completion of an applicant’s identification document number may invalidate or delay encashment
of the refund cheque.
(8) Applicants who have applied for Hong Kong Offer Shares through HKSCC EIPO channel should refer to the
section headed “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates
and Refund of Application Monies” for details.
Applicants who have applied through the HK eIPO White Form service and paid their applications monies
through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of
HK eIPO White Form e-Auto Refund payment instructions. Applicants who have applied through the HK
eIPO White Form service and paid their application monies through multiple bank accounts may have refund
monies (if any) dispatched to the address as specified in their application instructions in the form of refund
cheque(s) in favour of the applicant (or, in the case of joint applications, the first-named applicant) by ordinary
post at their own risk.
Further information is set out in section headed “How to Apply for Hong Kong Offer Shares — D.
Despatch/Collection of H Share Certificates and Refund of Application Monies”.
EXPECTED TIMETABLE (1)
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The above expected timetable is a summary only. For details of the structure of the Global
Offering, including its conditions, and the procedures for applications for Hong Kong Offer
Shares, please refer to “Structure of the Global Offering” and “How to Apply for Hong Kong
Offer Shares”, respectively.
If the Global Offering does not become unconditional or is terminated in accordance with
its terms, the Global Offering will not proceed. In such a case, we will publish an
announcement as soon as practicable thereafter.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO INVESTORS
This prospectus is issued by us solely in connection with the Hong Kong Public
Offering and does not constitute an offer to sell or a solicitation of an offer to buy any
security other than the Hong Kong Offer Shares offered by this prospectus pursuant to the
Hong Kong Public Offering. This prospectus may not be used for the purpose of, and does
not constitute, an offer or a solicitation of an offer to subscribe for or buy, any security
in any other jurisdiction or in any other circumstances. No action has been taken to
permit a public offering of the Offer Shares or the distribution of this prospectus in any
jurisdiction other than Hong Kong. The distribution of this prospectus and the offering
and sale of the Offer Shares in other jurisdictions are subject to restrictions and may not
be made except as permitted under the applicable securities laws of such jurisdictions
pursuant to registration with or authorization by the relevant securities regulatory
authorities or an exemption therefrom.
You should rely only on the information contained in this prospectus to make your
investment decision. We have not authorized anyone to provide you with information that
is different from what is contained in this prospectus. Any information or representation
not made in this prospectus must not be relied on by you as having been authorized by
us, the Sole Sponsor , the Sole Sponsor-Overall Coordinator , the Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers, the Capital Market
Intermediaries, any of the Underwriters, any of our or their respective directors, officers
or representatives, or any other person or party involved in the Global Offering.
Information contained on our website ( www.longbio.com ), does not form part of this
prospectus.
Page
EXPECTED TIMETABLE ........................................... i v
CONTENTS ...................................................... viii
SUMMARY ....................................................... 1
DEFINITIONS .................................................... 1 7
GLOSSARY OF TECHNICAL TERMS ................................. 2 5
FORW ARD-LOOKING STATEMENTS ................................. 3 2
RISK FACTORS ................................................... 3 3
CONTENTS
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W AIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE ..... 6 0
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL
OFFERING ...................................................... 6 6
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ..... 6 9
CORPORATE INFORMATION ....................................... 7 2
INDUSTRY OVERVIEW ............................................. 7 3
REGULATORY OVERVIEW ......................................... 1 0 2
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ............. 1 1 8
BUSINESS ........................................................ 1 4 1
DIRECTORS AND SENIOR MANAGEMENT ............................ 2 0 3
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS .......... 2 1 7
SUBSTANTIAL SHAREHOLDERS ..................................... 2 2 5
SHARE CAPITAL .................................................. 2 2 9
FINANCIAL INFORMATION ......................................... 2 3 1
FUTURE PLANS AND USE OF PROCEEDS ............................. 2 4 8
CORNERSTONE INVESTORS ........................................ 2 5 0
UNDERWRITING .................................................. 2 5 8
STRUCTURE OF THE GLOBAL OFFERING ............................ 2 6 7
HOW TO APPLY FOR HONG KONG OFFER SHARES ................... 2 7 4
APPENDIX I – ACCOUNTANTS’ REPORT ...................... I - 1
APPENDIX II – UNAUDITED PRO FORMA FINANCIAL
INFORMATION .............................. II-1
APPENDIX III – TAXATION AND FOREIGN EXCHANGE ........... III-1
CONTENTS
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APPENDIX IV – SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS .................. I V - 1
APPENDIX V – SUMMARY OF ARTICLES OF ASSOCIATION ...... V - 1
APPENDIX VI – STATUTORY AND GENERAL INFORMATION ...... VI-1
APPENDIX VII – DOCUMENTS DELIVERED TO THE
REGISTRAR OF COMPANIES AND
A V AILABLE ON DISPLAY ..................... VII-1
CONTENTS
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This summary aims to give you an overview of the information contained in this
prospectus and is qualified in its entirety by, and should be read in conjunction with, the more
detailed information and financial information appearing elsewhere in this prospectus. As this
is a summary, it does not contain all the information that may be important to you and we urge
you to read the entire prospectus carefully before making your investment decision. There are
risks associated with any investment. Some of the particular risks in investing in the Offer
Shares are set out in the section headed “Risk Factors” in this prospectus. You should read
that section carefully before you decide to invest in the Offer Shares. In particular , we are a
biotechnology company seeking to list on the Main Board of the Stock Exchange under
Chapter 18A of the Listing Rules on the basis that we are unable to meet the requirements
under Rule 8.05 (1), (2) or (3) of the Listing Rules. There are unique challenges, risks and
uncertainties associated with investing in companies like ours. Your investment decision
should be made in light of these considerations. Our Core Product is the product for the
purpose of satisfying the eligibility requirements under Chapter 18A of the Listing Rules and
Chapter 2.3 of the Guide for New Listing Applicants. We may continue to incur substantial
costs and expenses in relation to research and development activities for the Core Product,
and the Core Product may not be successfully developed or marketed.
OVERVIEW
We are a clinical-stage biopharmaceutical company. Established in 2020 and located in
Shanghai and Changshu, Suzhou, China, we primarily focus on in-house discovery and development
of biopharmaceuticals targeting allergic and autoimmune diseases. We have (i) one Core Product,
LP-003, an anti-IgE antibody with the primary function of blocking free IgE in blood and tissues,
and thus inhibiting the occurrence of IgE-driven allergic reactions, which is targeted to treat allergic
diseases, including seasonal allergic rhinitis (AR), chronic spontaneous urticaria (CSU), allergic
asthma and other allergic diseases; and (ii) one Key Product, LP-005, a bi-functional antibody
fusion protein targeting C5 and C3b complement, which is targeted for the treatment of related renal
and hematologic indications.
THERE IS NO ASSURANCE THAT THE COMPANY WILL ULTIMATELY BE ABLE TO
DEVELOP AND MARKET ITS CORE PRODUCT OR ANY OF ITS PIPELINE PRODUCTS
SUCCESSFULLY.
Our near-term commercialization strategy targets the Chinese market, which presents
significant growth opportunities in both the autoimmune and allergic disease sectors. The global
autoimmune disease drug market is estimated to increase from US$138.9 billion in 2024 to
US$176.7 billion in 2030, with a CAGR of 4.1%. The market size in China is estimated to grow
from US$5.1 billion in 2024 to US$19.0 billion in 2030, with a CAGR of 24.5%. The allergic
disease drugs market in China has grown from US$3.8 billion in 2018 to US$8.1 billion by 2024,
at a CAGR of 13.3%, and is estimated to reach US$22.9 billion by 2030, at a CAGR of 19.8%
during this period.
SUMMARY
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The following pipeline chart summarizes the development status of our selected drug candidates as of the Latest Practicable Date:
Product Target/
Mechanism Indication
Pre-clinical/
IND
Enabling
Phase I Phase II Phase III BLA
Key
Regulatory
Authorities
Rights
Allergic diseases
IgE
Global
NMPA
(180 patients enrolled)
(202 patients enrolled)
(one patient enrolled)
(150 patients to be enrolled)
(546 patients enrolled)
CSU (no severity
restriction) NMPA
Allergic asthma
(moderate to severe) NMPA
CRSwNP (no severity
restriction) NMPA
Seasonal AR
(moderate to severe)
Other allergic
diseases(1) (no severity
restriction)
NMPA
Autoimmune diseases
C5xC3b
Global
PNH NMPA
Complement-
mediated kidney
diseases
NMPA
Other
complement
related indications
(2)
NMPA
Upcoming Milestones
Phase III clinical trial completion: 1st half of 2026
BLA submission: in or before 3rd quarter of 2026
Phase II clinical trial completion: 1st half of 2026
Phase II clinical trial completion: in or before 4th quarter
of 2027
Phase II clinical trial commencement: in or before
4th quarter of 2026
Phase II clinical trial commencement:  in or before
4th quarter of 2026
Phase II clinical trial commencement: in or before
4th quarter of 2026
Phase II clinical trial completion: in or before 4th quarter
of 2028
Phase II clinical trial commencement: in or before
4th quarter of 2026
LP-005 (3)
LP-003
★ Our Core Product
☆ Our Key Product
Abbreviations: IgE = immunoglobulin E; AR = allergic rhinitis; CSU = chronic spontaneous urticaria; CRSwNP = chronic rhinosinus itis with nasal polyps; PNH = paroxysmal nocturnal hemoglobinuria.
SUMMARY
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Notes:
(1) As of the Latest Practicable Date, we have also obtained IND approvals for LP-003 for other indications including
atopic dermatitis, allergic bronchopulmonary aspergillosis (“ ABPA”) and food allergy.
(2) As of the Latest Practicable Date, we have also obtained IND approvals for LP-005 for other indications that are
driven by the complement system, including gMG, a rare autoimmune disorder that creates a fluctuating weakness
of the voluntary muscles due to disrupted neuromuscular transmission where a major drive of gMG pathology is
represented by complement activation; MAG-PN, a condition where the immune system mistakenly attacks the
nerves, leading to weakness and numbness and the complement activation is involved in the pathogenesis in
MAG-PN; ALS, a progressive neurodegenerative disease that affects motor neurons in the brain and spinal cord,
leading to muscle weakness, atrophy, and eventually loss of voluntary movement, in which components of the
complement system contribute to the onset and progression of its motor phenotypes; and periodontitis, a serious gum
infection that damages the soft tissue and bone supporting the teeth, often resulting from untreated gingivitis.
(3) As of the Latest Practicable Date, we have an out-licensing agreement ongoing for LP-005. For details, please refer
to “Business — Research and Development — Collaboration with Third Parties — Out-license arrangement with
Party A”.
(4) Based on our Bi-functional Antibody Development Platform, we have also developed LP-00A, a bi-functional
antibody targeting allergic diseases, LP-00C, a bi-functional antibody or fusion protein targeting B-cell mediated
autoimmune diseases, and LP-00D, a bi-functional antibody or fusion protein complement inhibitor optimized for
specific tissues/organs and indications. For details, see “— Our Other Drug Candidates — LP-00A — Novel
Bi-functional Autoimmune Antibody,” “— LP-00C — Novel Bi-functional B-cell Inhibitor” and “LP-00D —
Bi-functional Complement Inhibitor optimized for specific tissues/organs and indications.”
(5) We have developed LP-001, a long-acting cytokine drug for treatment of various types of anemia, and completed
Phase I clinical trial in healthy subjects. Its safety profile has been confirmed. As part of our strategic planning,
LP-001 is regarded as a non-pipeline product and will be developed on a deferred basis.
(6) All drug candidates were developed internally by us, and we retain all commercial rights to these pipeline product
candidates.
(7) For the Phase I clinical trial (dose escalation) of LP-003, a total of 60 healthy subjects had been enrolled, and the
clinical trial was completed in March 2024. For the Phase I clinical trial (single administration) of LP-003, a total
of twelve healthy subjects have been enrolled.
Our Core Product, LP-003, is an anti-IgE antibody with novel sequencing. LP-003 is targeted
to treat allergic diseases, including seasonal AR, CSU, allergic asthma and other allergic diseases.
Our Key Product, LP-005, is a bi-functional antibody fusion protein targeting C5 and C3b
complement used for paroxysmal nocturnal hemoglobinuria (PNH), complement-mediated kidney
diseases, which includes IgA nephropathy (IgAN), C3 glomerulopathy (C3G) and lupus nephritis
(LN), as well as generalized myasthenia gravis (gMG), anti-MAG peripheral neuropathy
(MAG-PN), amyotrophic lateral sclerosis (ALS). Both our Core Product LP-003 and our Key
Product LP-005 are under clinical development with IND approvals from CDE. For LP-003, we
have obtained IND approvals and/or initiated clinical trials in China for various indications,
including seasonal AR, CSU, allergic asthma, chronic rhinosinusitis with nasal polyps (CRSwNP)
and food allergy. Currently, the seasonal AR indication is undergoing Phase III clinical trial in
China and we plan to submit BLA to the NMPA in or before the third quarter of 2026. For CSU,
we are conducting Phase II clinical trial in China, which is designed to be a head-to-head
comparison with omalizumab. We expect to complete Phase II and commence Phase III clinical trial
in or before the second quarter of 2026. We are conducting Phase II clinical trials for allergic asthma
and CRSwNP , and expect to initiate Phase II clinical trials for other allergic diseases in the fourth
quarter of 2026. For LP-005, we obtained IND approval for various indications, including PNH,
complement-mediated kidney diseases (including but not limited to IgAN, C3G and LN), and other
complement related indications. We are currently conducting several Phase II clinical trials in China
to evaluate the efficacy of LP-005 in the treatment for PNH and complement-mediated kidney
diseases. It is expected that we will further explore the application of LP-005 in other
complement-related diseases, including but not limited to gMG, MAG-PN and ALS.
Going forward, we plan to develop our pipeline toward commercialization and improve our
drug development processes. We will continue to manage the R&D and clinical activities of our
drug candidates. Additionally, efforts will be made to optimize our R&D platforms and create new
technologies to support the R&D of our drug candidates for different indications.
Our Pipeline
LP-003 is an anti-IgE antibody with novel sequencing. LP-003 is targeted to treat allergic
diseases, including seasonal AR, CSU, allergic asthma, CRSwNP and food allergy. The primary
function of LP-003 is to block free IgE in blood and tissues, and thus inhibiting the occurrence of
IgE-driven allergic reactions. LP-003 has the capability to bind free IgE and prohibit those free and
excessive IgEs from binding to the high-affinity IgE receptor, Fc /H9255RI. As at the Latest Practicable
Date, we have initiated eight clinical trials in China for LP-003, of which two have been completed
SUMMARY
–3–


--- page 15 ---
and the other six are still ongoing. In the topline results of the Phase II clinical trial for CSU,
LP-003 demonstrated promising efficacy (fast onset of action, good efficacy and long-acting)
compared to omalizumab in the treatment of CSU. In addition, LP-003 showed favorable efficacy
and safety profile in its Phase II clinical trial in China for moderate-to-severe seasonal AR that is
inadequately controlled by standard treatment. A Phase III clinical trial for the treatment of seasonal
AR is currently underway in China.
The following table outlines the key R&D milestones for LP-003:
Seasonal AR CSU Allergic Asthma
IND approval /H1118/H1118/H1118/H1118/H1118/H1118Obtained IND approval
in March 2023
Obtained IND approval
in March 2022
Obtained IND approval
in February 2024
Phase I Clinical
Trial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Enrolled the first healthy subject in a Phase I dose-escalation trial in
China in July 2022 and such dose-escalation trial has been completed
in March 2024
 Enrolled the first healthy subject in a single-dose, single-administration
study in China in October 2024. As of the Latest Practicable Date, 12
healthy subjects have been enrolled, achieving the research enrollment
target. We expect to complete the clinical trial in or before the second
quarter of 2026
Phase II Clinical
Trial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Enrolled the first
patient in July 2023,
was completed in
August 2024
Enrolled the first
patient in January
2024, with 202
patients being
enrolled, achieving
the research
enrollment target
Enrolled the first
patient in January
2025
Phase III Clinical
Trial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Enrolled the first
patient in July 2024.
As of the Latest
Practicable Date, 546
patients being
enrolled, achieving
the research
enrollment target
//
Source: NMP A Drug Clinical Trial Registration and Information Disclosure Platform; Company’ s data
As the first product of our Bi-functional Antibody Development Platform, our Key Product,
LP-005, is a bi-functional antibody fusion protein targeting C5 and C3b complement. The
development trend of multi-target complement inhibitors showing efficacy potential compared to
single-target ones is becoming increasingly clear — by acting on multiple key nodes in the
complement cascade simultaneously, they can more comprehensively block the complex
pathological mechanisms of diseases. We have obtained IND approvals in China for various
indications, including PNH, complement-mediated kidney diseases (including but not limited to
IgAN, C3G and LN), and other complement related indications. We are currently conducting several
clinical trials of LP-005 for PNH and complement-mediated kidney diseases in China. From the
data collected from the ongoing Phase II clinical trial (CTR20242478), LP-005 has shown
encouraging efficacy in PNH patients, including two PNH patients who were previously treated
with omalizumab but inadequately controlled, still have benefitted continuously from LP-005
treatment throughout the trial period. LP-005 demonstrated favorable safety and tolerability in the
Phase I study in China involving healthy subjects. For details of the key milestone events of our
clinical trials of LP-005 for different indications, see “Business — Our Pipeline — Our Key
Product: Bi-functional antibody fusion protein targeting C5 and C3b complement (LP-005).”
In addition to our Core Product and Key Product, we are developing LP-00A, a bi-functional
autoimmune antibody targeting allergic diseases, LP-00C, a bi-functional B-cell inhibitor targeting
B-cell mediated autoimmune diseases and LP-00D, a bi-functional antibody or fusion protein
complement inhibitor optimized for specific tissues/organs and indications. For details, please see
“Business — Our Pipeline”.
SUMMARY
–4–


--- page 16 ---
The global allergic disease drugs market has grown from US$42.8 billion in 2018 to US$68.8
billion by 2024, at a CAGR of 8.2%, and is estimated to reach US$111.4 billion by 2030, at a CAGR
of 8.4% during this period. The allergic disease drugs market in China grew from US$3.8 billion
in 2018 to US$8.1 billion by 2024, at a CAGR of 13.3%, and is estimated to reach US$22.9 billion
by 2030, at a CAGR of 19.0% during this period.
The global autoimmune disease drug market increased from US$116.9 billion in 2019 to
US$138.9 billion in 2024. It is forecasted to reach US$176.7 billion in 2030. The market size of the
autoimmune disease drug market in China increased from US$2.4 billion in 2019 to US$5.1 billion
in 2024. It is expected to reach US$19.0 billion in 2030.
Our R&D Platforms
Our integrated in-house R&D capabilities and drug discovery expertise are propelled by our
two proprietary technology platforms, which are proprietary processes and systematic
methodologies with standardized workflows for discovering and developing new drugs, namely (i)
High-Affinity Antibody Discovery Platform, on which we have developed LP-003 and other
high-affinity antibodies and (ii) Bi-functional Antibody Development Platform, on which we have
developed LP-005, LP-00A, LP-00C and LP-00D. Our R&D platform covers all key functions for
the development of biologics, enabling us to identify and address potential clinical and
manufacturing issues at an early stage of the development process. Therefore, we can focus our
efforts on drug candidates that have the greatest potential to become clinically effective,
cost-effective, and commercially viable drugs. Our Bi-functional Antibody Development Platform
offers structural flexibility, broad applicability, and high druggability, extending beyond traditional
antibody formats. Our High-affinity Antibody Discovery Platform produces antibodies with
significantly improved affinities that surpass traditional methods. Supported by our core platforms,
we are able to continuously discover and enrich our pipeline candidates targeting allergic and
autoimmune diseases. For details, please see “Business — Research and Development — R&D
Platforms”.
OUR COMPETITIVE STRENGTHS
We believe the following competitive strengths have differentiated us from our competitors:
(i) Core Product LP-003: an anti-IgE antibody demonstrating promising efficacy in the treatment of
CSU through head-to-head clinical studies, currently leading in clinical development progress; (ii)
Key Product LP-005, first candidate discovered and developed from our unique platform, is a
bi-functional complement antibody fusion protein; (iii) our proprietary Bi-functional Antibody
Development Platform, featuring proprietary processes and systematic methodologies that
streamline the drug discovery process and facilitate the development of our differentiated
bi-functional antibody biologics; and (iv) a forward-looking leadership team backed by renowned
shareholders. For details, see “Business — Our Competitive Strengths.”
OUR DEVELOPMENT STRATEGIES
We intend to capitalize on our competitive strengths by pursuing the following development
strategies: (i) accelerating the clinical trial development of our Core Product LP-003 to achieve
timely regulatory approval while expanding into additional indications; (ii) advance the clinical
trials of our Key Product LP-005 steadily; (iii) continuously enhance our R&D capabilities and
enrich our pipeline based on our unique platforms; (iv) explore international market potential
through partnership; and (v) continue to retain and recruiting top talents. For details, see “Business
— Our Development Strategies.”
RESEARCH AND DEVELOPMENT
We are committed to pooling resources into our R&D, which we believe is the backbone of
our success. Our research and development costs for the years ended December 31, 2024 and 2025
amounted to RMB98.1 million and RMB126.6 million, respectively. In particular, research and
development costs attributable to our Core Product for the years ended December 31, 2024 and 2025
were RMB57.5 million and RMB99.0 million, accounting for 58.7% and 78.2% of total research
and development costs, and accounting for 52.6% and 61.1% of our total operating expenses (i.e.
research and development costs, selling and distribution expenses and administrative expenses),
respectively, for the corresponding periods. We expect that our research and development costs will
increase in line with the future growth of our business. During the Track Record Period and up to
the Latest Practicable Date, there had been no legal claims or proceedings that may have an
influence on the R&D for our Core Product and Key Product.
SUMMARY
–5–


--- page 17 ---
Our in-house R&D capabilities are built on our proprietary technology platforms and
supported by our R&D centers in Shanghai and Suzhou. We believe that our integrated R&D
capabilities give us the flexibility in formulating our streamlined strategies for discovery of drugs,
product optimization, clinical trials, and registration, enabling us to capture rapidly changing
market demands, improve pipeline feasibility at lower costs, and accelerate product development
cycles.
We have established a senior R&D management team with extensive industry experience and
a track record of success in drug discovery, clinical development and registration process. Our
senior R&D management team consists of our head of new drug discovery, who is responsible for
supervising the new drug discovery department and managing our patents and intellectual
properties; our head of production process, who is responsible for managing the development of
production processes; our head of analysis and formulation, who is responsible for supervising the
analysis and formulation department; and our head of clinical department, who is responsible for
the management of clinical trials. As of the Latest Practicable Date, most of our core R&D
personnel involved in the development of our Core Product and Key Product remained in
employment with us. As of the Latest Practicable Date, our R&D team consisted of 72 members,
and more than half of them hold master’s or doctoral degrees. Our R&D team is extensively
involved in all stages of our drug development, including drug discovery, pre-clinical drug research,
drug manufacturing and formulation development, clinical research, and regulatory and/or
registration submissions. During the Track Record Period, we had seven core R&D personnel
involved in the R&D of the Core Product, namely, our co-founders Dr. Sun and Dr. Liu, who
established our self-developed R&D technology platforms; Mr. Ma Haili, the Head of New Drug
Discovery Department, who was responsible for pre-clinical developments and project initiation;
Mr. Y ang Jie, the Head of Clinical Department, who oversaw clinical developments; Ms. Xu
Linfeng, the Head of Analysis and Formulation Department, who managed regulatory submissions;
Mr. Xu Weitao, the Head of Production Process Department, who was involved in managing
production and quality control; and the Director of Medical Affairs responsible for overseeing the
clinical trials of the Core Product. As of the Latest Practicable Date, one of our core R&D
personnel, the Director of Medical Affairs who was responsible for organization and execution of
clinical trials for LP-003, left the Group to attend to personal matters, as he considered that he
would no longer be able to devote adequate time and attention to his duties. Mr. Y ang Jie, the Head
of the Clinical Department, has since taken over these responsibilities, as such the departure did not
have any material impact on our R&D of the Core Product. For details of our R&D capabilities, see
“Business — Research and Development”.
COMMERCIALIZATION
As at the Latest Practicable Date, we have no plans to enter into any collaboration or
out-licensing arrangements for LP-003 in the short term. Based on the expected approval timeline
for LP-003, we anticipate submitting a BLA for the treatment of seasonal AR to the NMPA in or
before the third quarter of 2026. We plan to start building an in-house sales and marketing team
before the launch of LP-003.
Considering the costs of building in-house sales and marketing capabilities, we do not plan to
establish a full-scale commercialization team. We will build a lean but efficient sales and marketing
team with medical and scientific backgrounds to maximize our product coverage and accelerate the
market acceptance in China. Additionally, we may engage CSOs or established pharmaceutical
companies with strong sales capabilities in the fields of respiratory, rhinitis and allergies to leverage
their sales and marketing expertise, as well as their well-developed networks and resources. In
terms of our selection criteria for these CSOs and/or pharmaceutical companies, the ideal partners
should be able to demonstrate strategic alignment with LP-003, including a proven track record and
dedicated focus in the allergy and/or autoimmune therapeutic fields. They should also possess a
robust commercial infrastructure capable of nationwide hospital coverage, market access, and
distribution. Furthermore, we expect these partners to have a strong history of regulatory
compliance and effective risk management systems.
Leveraging our accumulated expertise, industry connections, and resources, our in-house team
will promote LP-003 through physician-targeted marketing strategies, focusing on direct
interactions with KOLs and physicians to drive its clinical adoption. These efforts are expected to
begin several months before LP-003’s commercial launch. We aim to identify hospitals, clinics, and
physicians specializing in or renowned for treating seasonal AR, and plan to conduct in-person
pre-launch training and communications with these physicians. We will also support leading experts
in presenting their research findings at national conferences, symposiums, and other significant
events, positioning our brand at the forefront of the industry and promote our LP-003 to be included
in the guidelines for allergic treatment.
SUMMARY
–6–


--- page 18 ---
We have allocated approximately 13.0% of the estimated net proceeds from the Global
Offering (approximately HK$163.1 million) to the commercialization of LP-003 for seasonal AR
indication in China. We expect this amount to be sufficient to cover relevant expenses for at least
the first six months after the establishment of our small-scale in-house team.
OUR COMPETITIVE LANDSCAPE
We mainly compete with established biopharmaceutical and specialty pharmaceutical
companies developing or commercializing drugs for the same indications as our candidates,
particularly those working on anti-IgE antibodies and bi-functional antibody fusion proteins. The
level of competition that we face is high and we believe the following aspects are critical for us to
stay competitive and relevant in this dynamic environment: (i) our Core Product LP-003: an
anti-IgE antibody, with head-to-head clinical study showing promising efficacy in the treatment of
CSU, fast onset of action, good efficacy, long-acting and lower dosage, (ii) we are well positioned
in the anti-allergic field with significant unmet medical needs coupled with a favorable competitive
landscape; (iii) LP-005, as the first candidate discovered and developed from our Bi-functional
Antibody Development Platform, is a bi-functional complement antibody fusion protein targeting
complement-mediated autoimmune diseases, showing encouraging clinical results; (iv) supported
by our Bi-functional Antibody Development Platform, we are able to continuously enrich our
pipeline and sustain our long-term development, and (v) a forward-looking leadership team backed
by renowned Shareholders. See also “Business — Our Competitive Strengths.”
INTELLECTUAL PROPERTY
Intellectual property, particularly patents and trade secrets, is of critical importance to our
business. We endeavour to ensure that our global patent portfolio is implemented effectively to
protect our drug candidates and product development technologies. As of the Latest Practicable
Date, we owned eight granted patents, including five in the Chinese mainland, one in the United
States, one in Japan and one in Taiwan region. We also have 29 patent applications, including eight
in the Chinese mainland, six in the United States, 14 in other jurisdictions and one patent
application under the PCT, relating to certain of our drug candidates and product development
technologies. As of the Latest Practicable Date, for our Core Product LP-003, we had three material
patents granted and four pending patent applications, including one granted and one application in
China, one granted in Taiwan China, one granted in Japan, one application in the United States, and
two applications in other jurisdictions. The patents granted to, or under application by, our
Company cover all material aspects of our Core Product. For details, please see “Business —
Intellectual Properties.”
SUMMARY OF KEY FINANCIAL INFORMATION
The summary of the key financial information set forth below have been derived from and
should be read in conjunction with our consolidated financial statements, including the
accompanying notes, set forth in the Accountants’ Report in Appendix I to this prospectus, as well
as the information set forth in the section headed “Financial Information.”
Summary of Consolidated Statements of Profit or Loss
As we are a pre-revenue biotech company, we did not generate any revenue or incur any cost
of revenue during the Track Record Period. We incurred net losses during the Track Record Period
as we invested significant capital into the R&D of our pipeline, and other capabilities to
complement and support our business. For the years ended December 31, 2024 and 2025, we had
total comprehensive loss of RMB137.3 million and RMB175.6 million, respectively.
The following table sets forth the summary of our consolidated statements of profit or loss and
other comprehensive income for the periods indicated:
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,070 5,586
Research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(98,081) (126,622)
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (484)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,266) (34,797)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(51) (2,408)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(30,993) (16,858)
SUMMARY
–7–


--- page 19 ---
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
LOSS BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(137,321) (175,583)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
LOSS AND TOTAL COMPREHENSIVE LOSS FOR
THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(137,321) (175,583)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(137,321) (175,583)
Summary of Consolidated Statements of Financial Position
The following table sets forth a summary of our consolidated statements of financial position
as of the dates indicated:
As of December 31,
2024 2025
(RMB’000) (RMB’000)
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,507 25,483
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,402 202,074
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,734 83,451
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,668 118,623
Total assets less current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,175 144,106
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118384,459 3,591
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(330,284) 140,515
Net (Liabilities)/Assets
We recorded net liabilities of RMB330.3 million as of December 31, 2024 and net assets of
RMB140.5 million as of December 31, 2025, respectively. The turn from net liabilities as of
December 31, 2024 to net assets as of December 31, 2025 was primarily attributable to loss and
total comprehensive loss for the year of RMB175.6 million and recognition of redemption liabilities
on equity shares of RMB223.8 million, partially offset by termination of redemption rights of
RMB597.5 million, capital contributions by shareholders of RMB263.8 million and recognition of
share-based payment expenses of RMB8.8 million.
Net Current Assets
We had net current assets during the Track Record Period. As of December 31, 2024 and 2025
and April 30, 2026, our net current assets amounted to RMB28.7 million, RMB118.6 million and
RMB50.8 million, respectively.
Our net current assets largely increased by 313.8% from RMB28.7 million as of December 31,
2024 to RMB118.6 million as of December 31, 2025, primarily due to (i) an increase in cash and
cash equivalents of RMB28.4 million, (ii) increased purchases of structured deposits during the
year, and (iii) a decrease in redemption liabilities on a subsidiary’s shares of RMB23.6 million,
partially offset by (iv) an increase in trade and other payables of RMB18.7 million.
Our net current assets further decreased by 57.2% from RMB118.6 million as of December 31,
2025 to RMB50.8 million as of April 30, 2026, primarily due to (i) a decrease in financial assets
at FVTPL of RMB35.1 million, (ii) an increase in trade and other payables of RMB18.0 million, and
(iii) an increase in interest-bearing bank borrowings of RMB17.5 million, partially offset by (iv) an
increase in prepayments, other receivables and other assets of RMB2.7 million.
SUMMARY
–8–


--- page 20 ---
Summary of Consolidated Statements of Cash Flows
The following table sets forth the components of our consolidated statements of cash flows for
the periods indicated:
For the year ended December 31,
2024 2025
RMB’000 RMB’000
Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(104,122) (121,039)
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(45,556) (57,141)
Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,113 208,526
NET INCREASE/(DECREASE) IN CASH AND
CASH EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50,565) 30,346
Cash and cash equivalents at beginning of year /H1118/H1118/H1118/H1118117,226 66,624
Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118(37) (1,919)
CASH AND CASH EQUIV ALENTS AT END OF
YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,624 95,051
We recorded net cash flows used in operating activities of RMB104.1 million and RMB121.0
million for the years ended December 31, 2024 and 2025, respectively. During the Track Record
Period and up to the Latest Practicable Date, we have primarily funded our working capital
requirements through equity financing and debt financing. Our management closely monitors use
of cash and cash equivalents and strives to maintain a healthy liquidity for our operations. Going
forward, we anticipate that our liquidity needs will be met through a combination of net proceeds
from the Global Offering and cash flow generated by our operations. As of April 30, 2026, the latest
practicable date for determining our indebtedness, we had cash and cash equivalents of RMB93.6
million, financial assets at FVTPL of RMB60.1 million and restricted cash of RMB2.3 million.
The negative operating cash flows we experienced during the Track Record Period primarily
resulted from our increased investment in R&D activities as we progress with our various drug
candidates’ pipelines. We will continue to implement comprehensive measures to effectively control
operating costs and optimize the use of idle cash. We will also continue to enforce rigorous budget
controls at both the project and business department levels.
Key Financial Ratios
The following table set forth our key financial ratios
(1) as of the dates indicated:
For the year ended December 31,
2024 2025
Liquidity ratios
Current ratio (times) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.3 2.4
Note:
(1) For details, see “Financial Information — Key Financial Ratios”.
Cash Operating Costs
The following table provides information regarding our cash operating costs for the periods
indicated:
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Research and development costs for our Core
Product (LP-003)
Clinical trial expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,956 31,633
Employee benefit expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,597 11,171
Non-clinical studies and CMC costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,991 29,293
Raw material and consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,749 2,025
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118467 658
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,760 74,780
SUMMARY
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Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Research and development costs for our KeyProduct (LP-005)
Clinical trial expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,097 2,124
Employee benefit expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,350 3,661
Non-clinical studies and CMC costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,384 377
Raw material and consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,158 961
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118303 546
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,292 7,669
Research and development costs for our other drug
candidates
Clinical trial expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,039 323
Employee benefit expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,019 5,259
Non-clinical studies and CMC costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,122 2,960
Raw material and consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118923 842
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118407 347
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,510 9,731
Total research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,562 92,180
Other costs
Employee benefit expense (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,208 5,915
Others (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,457 19,041
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,665 24,956
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,227 117,136
Notes:
(1) Others primarily represent utilities and other miscellaneous expenses.
(2) Employee benefit expense represents total non-R&D personnel costs mainly including salaries and benefits.
(3) Others primarily include professional service fees, general office expense and other miscellaneous expenses.
WORKING CAPITAL CONFIRMATION AND CASH BURNOUT RATE
Our Directors are of the view that our liquidity requirements will be mainly satisfied by using
funds from a combination of cash and cash equivalents, financial assets at FVTPL, and the
estimated net proceeds from the Global Offering. Our Directors also confirm that our Group is able
to maintain its financial viability and working capital sufficiency upon the repayment of loan to
PharMab in August 2025. As of April 30, 2026, the latest practicable date for determining our
indebtedness, we had cash and cash equivalents of RMB93.6 million, financial assets at FVTPL of
RMB60.1 million and restricted cash of RMB2.3 million. Taking into account of the above, along
with the estimated net proceeds from this Global Offering, the Directors are of the opinion, and the
Sole Sponsor concurs, that we have sufficient working capital to cover at least 125% of our costs,
including research and development costs, administrative expenses, finance costs and other
operating costs, for at least the next 12 months from the date of this prospectus.
Our cash burn rate refers to average monthly amount of net cash used in operating activities,
capital expenditures and lease payments. We had cash and cash equivalents, restricted cash and
financial assets at FVTPL, totalling RMB191.1 million as of December 31, 2025. We estimate that
we will receive net proceeds of approximately HK$1,254.9 million in the Global Offering, at an
Offer Price of HK$96.06 per H Share, being the indicative Offer Price stated in this prospectus.
Assuming an average cash burn rate going forward of 1.3 times the level in the year ended
December 31, 2025, we estimate that (i) our cash and cash equivalents, restricted cash and financial
assets at FVTPL as of December 31, 2025 will be able to maintain our financial viability for over
13 months from December 31, 2025, (ii) if we take into account 10.0% of the estimated net proceeds
from the Global Offering (namely, the portion allocated for our working capital and other general
corporate purposes), 21 months, and (iii) if we take into account 100.0% of the estimated net
proceeds from the Global Offering, 91 months. Our Directors and our management team will
continue to monitor our working capital, cash flows and our business development status and expect
to raise our next round of financing if needed, no earlier than 12 months after the completion of the
Global Offering.
SUMMARY
–1 0–


--- page 22 ---
In addition to the cash and cash equivalents, restricted cash and financial assets at FVTPL,
totaling RMB191.1 million as of December 31, 2025, we will fund our working capital through debt
financing and equity financing if the Global Offering does not take place as scheduled or is
subjected to any delay. Going forward, we believe our liquidity requirement will be satisfied by a
combination of debt financing and cash generated from our operations after the commercialization
of our drug candidates.
SUMMARY OF MATERIAL RISK FACTORS
Our business faces risks including those set out in the section headed “Risk Factors.” As
different investors may have different interpretations and criteria when determining the significance
of a risk, you should read the “Risk Factors” section in its entirety before you decide to invest in
our Company. Some of the major risks that we face include: (i) our drug candidates face intense
market competition, and the potential for competitors to discover, develop, or commercialize
competing drugs more quickly or effectively may adversely impact our ability to successfully
commercialize our own drug candidates; (ii) our business and future financial performance are
heavily reliant on the successful development of our drug. We may be unable to complete clinical
development, secure regulatory approvals, or commercialize these candidates, or may face
significant delays in these processes; (iii) we dedicate significant resources to R&D for our drug
candidates and technology improvements. Our allocation of these resources to specific drug
candidates, formulations, or indications may prevent us from capitalizing on other opportunities;
(iv) developing drugs through clinical trials is a long and costly process with uncertain results.
Outcomes from earlier studies may not accurately predict future trial results. We may also face
unforeseen challenges in conducting our clinical trials and commercializing our drug candidates in
a timely manner; (v) if we face challenges or setbacks in recruiting appropriate participants for our
clinical trials, our clinical development timeline may be extended or our progress could be
adversely affected; (vi) the occurrence of adverse events or unfavorable side effects related to our
investigational drugs may interrupt or prolong clinical development, delay regulatory authorization,
restrict approved product labeling, or result in significant post-approval complications; (vii) our
drug development relies on collaborations with third-party partners, including those providing
pre-clinical study and clinical trial support. Failure of these partners to fulfill their contractual
obligations could impede our ability to secure regulatory approvals and commercialize our drug
candidates; (viii) the successful development and commercialization of our drug candidates is
heavily reliant on obtaining and maintaining adequate global intellectual property protection.
Should our intellectual property rights be inadequate in scope, competitors could directly challenge
our market position, thereby imposing a material adverse effect on the development and
commercialization of our products; (ix) the success of our patent applications is not guaranteed.
Any patent rights granted to us or our licensing partners are subject to potential challenges and
subsequent invalidation which could impact our ability to commercialize our products and
technologies; (x) our ability to secure and maintain patent protection hinges on adherence to
numerous procedural requirements, including timely document submissions and fee payments,
mandated by governmental patent agencies. Failure to comply with these requirements could result
in the reduction or loss of our patent protection; (xi) our drug candidates’ future commercial success
depends on gaining market acceptance within the medical community, including physicians,
patients and other stakeholders; and (xii) our expansion strategy and business activities in the
Chinese mainland may be influenced by the interests of our Taiwanese Shareholders, who may need
to obtain approval from the DIR for investments in the Chinese mainland.
According to the Approval of Investment Regulations, any Taiwanese individual or any entity
incorporated in Taiwan must obtain approval from the DIR for investing in the Chinese mainland
in advance or within the prescribed time limit. For details, please refer to “Regulatory Overview –
Approval of Investment Regulations” of this prospectus. Our Taiwanese Shareholders have failed
to obtain prior approval from the DIR for their direct interest and indirect interest in PRC entities.
For details, please refer to “Relationship with our Controlling Shareholders – Non-compliance
incidents concerning our Controlling Shareholders – Taiwan Investment Incidents”. We cannot
assure that the current practices and policies of the DIR will remain unchanged in the future. Any
modifications to these practices or policies may impact prospects of our Taiwanese Shareholders,
including Dr. Sun and Ms. Chow, to obtain approval from the DIR. If the Company undertakes any
equity capital increase and any Taiwanese Shareholder intends to subscribe, such Taiwanese
Shareholder may be unable to subscribe on a pro rata basis if such subscription would cause
Taiwanese Shareholder to exceed the Annual Investment Quota, or if any Taiwanese Shareholder is
unable to secure approval from the DIR, which may result in a reduction of their shareholding
percentage in the Company. This may have an adverse effect on the stability of our long-term equity
structure.
SUMMARY
–1 1–


--- page 23 ---
Pursuant to the Act Governing Relations between the People of the Taiwan Area and the
Mainland Area (ૢԷ), only the Taiwanese Shareholders would be
subject to penalties, while our Group would not be penalized. Any penalties for violation of the
Approval of Investment Regulations for our Taiwanese Shareholders’ investments in our Company
would be directed at the violating Taiwanese Shareholder(s), and any penalties for such breach will
be more than NTD50,000 but less than NTD25 million. Any non-compliance with the Original
Quota or Annual Investment Quota by our Taiwanese Shareholders, or failure by our Taiwanese
Shareholder(s) to secure approval from the DIR for their investment in our Company, may result in
a need to consider alternative methods for implementing our expansion plan. This process could
require additional time and may have an impact on business operations. Any future change of
practices and policies of the DIR may affect our Taiwanese Shareholders’ investment in China.
SUPPLIERS
During the Track Record Period, our key suppliers mainly included (i) suppliers of raw
materials and consumables used in drug development; and (ii) third-party contractors such as CROs,
SMOs and CDMOs. In 2024 and 2025, our purchases from our five largest suppliers in each year
during the Track Record Period in the aggregate accounted for 51.65% and 41.15% of our total
purchases in the respective year, respectively, and purchases from our largest supplier in each year
during the Track Record Period alone accounted for 25.99% and 15.45% of our total purchases in
the respective year, respectively. To the best of knowledge of our Directors, all of our five largest
suppliers in each year during the Track Record Period are Independent Third Parties. None of our
Directors, their respective associates nor any shareholder who, to the best knowledge of our
Directors, owned more than 5% of our issued share capital as of the Latest Practicable Date, has
any interest in any of our five largest suppliers in each year during the Track Record Period.
OUR CONTROLLING SHAREHOLDERS
Our Controlling Shareholders comprise Dr. Liu, Dr. Sun, Ms. Chow, Suzhou Taiwu, Shanghai
Rising Suns and PharMab. As of the Latest Practicable Date, our Controlling Shareholders were
collectively interested in approximately 44.16% of our total issued Shares. Immediately following
the completion of the Global Offering (assuming the Over-allotment Option is not exercised), our
Controlling Shareholders will together control approximately 35.71% of our total issued Shares.
Pursuant to an acting-in-concert agreement dated August 23, 2023 (the “ AIC Agreement ”),
entered into by and amongst Dr. Liu, Dr. Sun, Ms. Chow, Suzhou Taiwu and Shanghai Rising Suns
(together, the “ Concert Parties ”), the Concert Parties agreed, among others, to maintain the concert
party relationship as and when they remain as our Shareholders and act in concert with Dr. Liu on
matters relating to the material operation of our Company during the term of the AIC Agreement
until five years after the date of the initial public offering of our Shares on any stock exchange
(including the Stock Exchange) in China and shall be automatically renewed for another five years
unless terminated by the Concert Parties in accordance with the AIC Agreement. For details of the
AIC Agreement, please refer to the paragraph headed “Relationship with Our Controlling
Shareholders — Our Controlling Shareholders — Acting in Concert Arrangement” in this
prospectus.
In November 2024, PharMab became our Shareholder in the Series B2 Financing. Despite that
PharMab is not a party to AIC Agreement, PharMab should be regarded as a party acting-in-concert
with the Concert Parties. For details and reasons of regarding PharMab as a party acting-in-concert
with the Concert Parties, see “Relationship with Our Controlling Shareholders” in this prospectus.
NON-COMPLIANCE INCIDENTS CONCERNING OUR CONTROLLING
SHAREHOLDERS
Dr. Sun (the co-founder and executive Director of the Company, and one of the Controlling
Shareholders) and Ms. Chow (spouse of Dr. Sun, and one of the Controlling Shareholders) are
Chinese Taiwan citizens who hold U.S. passports. They have committed inadvertent non-
compliance as follows:
Taiwan Investment Incidents
1. Historical investments in PRC entities
As advised by the Taiwan Legal Advisor, our Shareholders and ultimate shareholders of our
Company who are Taiwanese (the “ Taiwanese Shareholders ”), namely Dr. Sun, Ms. Chow,
Ruey-Shyan LIOU ( ᄎ๿ሬ), Teresa CHOU (ڄCherie Chih-yun SUNG (ڄand Dylan
I-Ping CHANG ( ௝ɓ̻), did not obtain DIR approval in advance, or within the prescribed time
SUMMARY
–1 2–


--- page 24 ---
limit, for their direct or indirect interests in PRC entities. As a result, those investments did not fully
comply the Approval of Investment Regulations. For details, please refer to the paragraph headed
“Relationship with Our Controlling Shareholders — Non-Compliance Incidents Concerning Our
Controlling Shareholders — Taiwan Investment Incidents — 1. Historical investments in PRC
entities” in this prospectus.
2. PharMab Equity Transfer
In October 2025, Lee-Hwei King SUN (ᅆ), who then held 16% of the equity interests in
PharMab, transferred 4.8% of the equity interests in PharMab to Dr. Sun and 11.2% of the equity
interests in PharMab to Ms. Chow (the “ PharMab Equity Transfer ”). Ms. Chow’s cumulative
investment in PharMab after the PharMab Equity Transfer was determined to have exceeded the
threshold of US$1 million, with the result that prior approval, rather than post-transaction filing,
should have been obtained for her acquisition. For details of the filing with the DIR for the PharMab
Equity Transfer, please refer to the paragraph headed “Relationship with Our Controlling
Shareholders — Non-Compliance Incidents Concerning Our Controlling Shareholders — Taiwan
Investment Incidents — 2. PharMab Equity Transfer” in this prospectus.
In light of the latest development, and the Taiwan Legal Advisor’s view that the completion
of the corrective reports itself is sufficient to remedy the above non-compliance incidents relating
to the historical investments in PRC entities and the PharMab Equity Transfer, there should have
no impact or legal effect on the shareholding structure and ownership of our Company. For details
and the relevant basis, please refer to the paragraph headed “Relationship with Our Controlling
Shareholders — Non-Compliance Incidents Concerning Our Controlling Shareholders — Taiwan
Investment Incidents” in this prospectus.
U.S. Tax Incidents
During the preparation for the Listing, the Company engaged a U.S. tax advisor (the “ U.S. Tax
Advisor ”) to conduct due diligence regarding their tax compliance status. It was revealed that
during the period from 2019 to 2024, Dr. Sun and Ms. Chow failed to report certain income derived
in China (the “ Taxable Income ”) and omitted some of their financial accounts from their U.S.
federal income tax returns inadvertently, in violation of the relevant U.S. laws and regulations.
Dr. Sun and Ms. Chow have participated in the Streamlined Foreign Offshore Procedures
(“SFOP ”), a voluntary disclosure program established by the IRS, to voluntarily amend their tax
returns, file the required information returns, and pay all associated tax and interest. As of the Latest
Practicable Date, Dr. Sun and Ms. Chow have completed the filings and paid all tax and interest in
the amount of approximately US$948,000 pursuant to SFOP (the “ Tax Payment Amount ”).
As advised by the U.S. Tax Advisor, the participation in SFOP and the settlement of Tax
Payment Amount should be sufficient to rectify the U.S. Tax Incidents. While the decision whether
to impose penalties rest within the discretion of the U.S. tax authority, the U.S. Tax Advisor is of
the view that the U.S. tax authority or other U.S. governmental authorities are unlikely to impose
penalties with respect to the U.S. Tax Incidents after Dr. Sun and Ms. Chow complete the filings
and payments under the SFOP .
Based on its due diligence, the Sole Sponsor is of the view that the aforementioned
non-compliance incidents will not affect Dr. Sun’s suitability to act as a Director under Rule 3.09
of the Listing Rules. For further details, please refer to the section headed “Relationship with our
Controlling Shareholders — Non-compliance Incidents Concerning our Controlling Shareholders”
in this prospectus.
PRE-IPO INVESTORS
Our Company obtained seven rounds of Pre-IPO Investments of an aggregate investment sum
of RMB521.5 million. Among our Pre-IPO Investors, Oriental Fortune Capital, which held 7.08%
of our total issued Shares as of the Latest Practicable Date, is a Sophisticated Investor who has
made meaningful investment in our Company in accordance with Chapter 2.3 of the Guide for New
Listing Applicants issued by the Stock Exchange. Oriental Fortune Capital will hold 5.73% of our
issued Shares immediately upon completion of the Global Offering, assuming the Over-allotment
Option is not exercised. For details of our Pre-IPO Investments, see “History, Development and
Corporate Structure — Pre-IPO Investments” in this prospectus.
SUMMARY
–1 3–


--- page 25 ---
DIVIDEND
We did not declare or pay any dividend during the Track Record Period. We do not currently
have a formal dividend policy or a pre-determined dividend payout ratio. We currently intend to
retain all available funds and earnings, if any, to fund the development and expansion of our
business and we do not anticipate paying any cash dividends in the foreseeable future. Investors
should not purchase our H Shares with the expectation of receiving cash dividends. Any future
determination to pay dividends will be made at the discretion of our Directors taking into account
factors that our Directors may deem relevant and will be subject to applicable PRC laws and
regulations. See “Financial Information — Dividend” for details. As confirmed by our PRC Legal
Advisor, capital reserves can be used to cover accumulated losses in accordance with applicable
PRC laws. Therefore, unless and until we have distributable profits after covering all accumulated
losses and making statutory reserve appropriations in accordance with applicable PRC laws, we are
not eligible to declare or pay dividends, in light of our accumulated losses as disclosed in this
prospectus, it is unlikely that we will be eligible to pay dividends out of our profits in the
foreseeable future.
OFFERING STATISTICS
(1)
Based on an Offer
Price of HK$96.06
Market capitalization of our H Shares (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$7,005.7 million
Market capitalization of our Shares (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$7,127.0 million
Unaudited pro forma adjusted consolidated net tangible assets attributable
to owners of the parent per Share as at 31 December 2025 (4)(5)(6) /H1118/H1118/H1118/H1118/H1118HK$19.37
Notes:
(1) All statistics in this table are on the assumption that the Over-allotment Option is not exercised.
(2) The calculation of market capitalization of our H Shares is based on 72,930,268 H Shares expected to be in issue
immediately after completion of the Global Offering and the conversion of Unlisted Shares into H Shares.
(3) The calculation of market capitalization of our Shares is based on 74,193,150 Shares expected to be in issue
immediately after completion of the Global Offering.
(4) The unaudited pro forma adjusted net tangible assets of our Group per Share is arrived at after making the adjustments
referred to in “Appendix II — Unaudited Pro Forma Financial Information” and on the basis that 74,193,150 Shares
in issue, assuming the Global Offering has been completed on December 31, 2025 and do not take into account any
Shares which may be issued upon exercise of the Over-allotment Option.
(5) In connection with the preparation of the unaudited pro forma financial information, the unaudited pro forma adjusted
consolidated net tangible assets attributable to owners of the parent per Share are converted into Hong Kong dollars
at a rate of HK$1 = RMB0.8741. No representation is made that the RMB amounts have been, could have been or
may be converted into Hong Kong dollar, or vice versa at that rate.
(6) Except as disclosed above, no adjustment has been made to reflect any trading result or other transactions of our
Group entered into subsequent to December 31, 2025.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$1,254.9 million, after deducting underwriting commissions, fees and estimated expenses
payable by us in connection with the Global Offering, and assuming an Offer Price of HK$96.06
per Share.
We currently intend to apply these net proceeds for the following purposes: (A) approximately
75.0%, or HK$941.2 million, will be used primarily for the R&D and commercialization of our Core
Product and Key Product, including: (i) approximately 34.0%, or HK$426.7 million, will be used
for the R&D of our Core Product LP-003, including (a) approximately 6.6% or HK$82.8 million,
will be used for the development of the ongoing and planned clinical trials of LP-003 for seasonal
AR; (b) approximately 13.2%, or HK$165.7 million, will be used for the development of the
ongoing and planned clinical trials of LP-003 for CSU; and (c) approximately 14.2%, or HK$178.2
million, will be used for the development of the planned clinical trials of LP-003 for CRSwNP; (ii)
approximately 13.0%, or approximately HK$163.1 million, will be used for the commercialization
of LP-003 for seasonal AR indication in China, including (a) approximately 2.3%, or HK$28.9
million, will be used for commercialization-related personnel, such as a medical advisory team,
pharmacovigilance, compliance officers, customer service, and other roles; (b) approximately 2.3%,
or HK$28.9 million, will be used for packaging design and reserve stock of inventory for
commercial production and distribution; (c) approximately 1.9%, or HK$23.8 million, will be
SUMMARY
–1 4–


--- page 26 ---
allocated to real-life and pharmacoeconomic studies to support medical insurance negotiations and
related decision-making; and (d) approximately 6.5%, or HK$81.6 million, will be used for
academic promotion activities and market research initiatives; (iii) approximately 28.0%, or
HK$351.4 million, will be used for the research and development of our Key Product LP-005,
including (a) approximately 9.0% or HK$112.9 million, will be used for the development of the
ongoing and planned clinical trials of LP-005 for PNH; (b) approximately 9.5% or HK$119.2
million, will be used for the development of the ongoing and planned Phase II and III clinical trials
of LP-005 for complement-mediated kidney diseases; and (c) approximately 9.5% or HK$119.2
million, will be used for the development of the ongoing and planned Phase II and III clinical trials
of LP-005 for other complement related indications; (iv) approximately 11.8%, or HK$148.1
million, will be used for the pre-clinical studies and clinical development of our other pipeline
products, namely LP-00A, LP-00C and LP-00D, in which approximately 5.9%, or HK$74.0 million,
for pre-clinical studies, including pharmacology and toxicology research, and approximately 5.9%,
or HK$74.0 million, for conducting Phase I clinical trials and part of Phase II clinical trials; (v)
approximately 3.2%, or HK$40.2 million, will be used for the further development of our R&D
platforms and exploration of new drugs; and (vi) approximately 10.0%, or HK$125.5 million, will
be used for working capital and other general corporate purposes. For further details, please see
“Future Plans and Use of Proceeds.”
LISTING EXPENSES
Listing expenses to be borne by us are estimated to be approximately HK$108.5 million
(including underwriting commission, at the Offer Price of HK$96.06 per H Share, which represent
8.0% of the gross proceeds from the Global Offering. The above Listing expenses comprise (i)
underwriting-related expenses, including sponsor fee and underwriting commission, of HK$72.1
million, and (ii) non-underwriting-related expenses of HK$36.4 million, including (a) the legal
advisors and the reporting accountants’ expenses of HK$21.1 million, and (b) other fees and
expenses of HK$15.3 million. During the Track Record Period, we incurred a total of RMB22.4
million (HK$25.7 million) in Listing expenses, among which RMB18.4 million (HK$21.1 million)
was recognized in our consolidated statement of profit or loss, and RMB4.0 million (HK$4.6
million) was directly attributable to the issue of our Shares to the public and will be deducted from
equity upon the Listing. We estimate that we will incur additional Listing expenses of
approximately RMB72.4 million (HK$82.8 million), of which approximately RMB11.1 million
(HK$12.7 million) is expected to be charged to our consolidated statements of profit or loss, and
approximately RMB61.3 million (HK$70.1 million) is directly attributable to the issue of our shares
to the public and will be deducted from equity upon the Listing. The Listing expenses above are the
latest practicable estimate for reference only, and the actual amount may differ from this estimate.
IMPACT OF COVID-19 PANDEMIC
Since the end of December 2019, the outbreak of a novel strain of coronavirus, or COVID-19,
has affected the global economy. In response to the COVID-19 pandemic, including the recurrence
of the Omicron variant of COVID-19 since the end of 2021 across the world, governments had
implemented numerous measures to contain the spread of the virus, including mandatory
quarantine, closure of workplaces and facilities, travel bans and restrictions and stay-at-home
orders.
During the outbreak of COVID-19, we had implemented closed-loop management and our
staff stationed at our R&D facilities to reduce the risk of exposure to COVID-19. Accordingly, we
had not experienced any material disruption to our operation as a result of COVID-19. Given the
measures we had taken to mitigate the impact of COVID-19 on our operations and the gradual
normalization of COVID-19, we do not expect the outbreaks to have a material adverse effect on
our long-term overall business and financial performance. Nevertheless, we will continue to
monitor the development of the COVID-19 pandemic and evaluate its impact on our business
operations.
RECENT DEVELOPMENT
Since the end of the Track Record Period and up to the Latest Practicable Date, we have been
advancing our pipeline by conducting pre-clinical studies and clinical trials for our product
candidates. Both our Core Product and Key Product are under clinical development and have not
been approved for commercialization. As such, we have not generated any revenue and we expect
to incur a significant increase in net loss for the year ending December 31, 2026 as we continue to
invest significant capital into the R&D of our pipeline, and other capabilities to complement and
support our business.
SUMMARY
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NO MATERIAL ADVERSE CHANGE
After performing due diligence work which our Directors consider appropriate and sufficient
and after due and careful consideration, our Directors confirm that, except as disclosed above and
up to the date of this prospectus, there has been no material adverse change in our financial or
trading position or prospects since December 31, 2025, which is the end date of the periods reported
on in the Accountants’ Report included in Appendix I to this prospectus, and there is no event since
December 31, 2025 that would materially affect the information as set out in the Accountants’
Report included in Appendix I to this prospectus.
SUMMARY
–1 6–


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In this prospectus, unless the context otherwise requires, the following terms and
expressions shall have the meanings set forth below. Certain other terms are explained in the
section headed ‘ ‘Glossary of Technical Terms’ ’ in this prospectus.
“Accountants’ Report” the accountants’ report of our Company, the text of which is
set out in Appendix I to this prospectus
“affiliate(s)” with respect to any specified person, any other person,
directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified
person
“AFRC” the Accounting and Financial Reporting Council of Hong
Kong
“Approval of Investment
Regulations”
collectively, the Act Governing Relations between the People
of the Taiwan Region and the Chinese mainland (“ ̨ᝄήਜၾ
ૢԷ”), the Regulations Governing the
Approval of Investment or Technical Cooperation in the
Chinese mainland (“ҦஔΥЪ஢̙፬
جthe Principles Governing Review of Investment or
Technical Cooperation in the Chinese mainland (“ ίɽ௔ήਜ
ۆࡡݟand other relevant Taiwan
laws and regulations
“Articles of Association” or
“Articles”
the articles of association of our Company adopted on
August 15, 2025 with effect upon the Listing Date (as
amended from time to time), a summary of which is set out
in Appendix V to this prospectus
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of our Board
“Board” or “Board of Directors” the board of Directors
“Business Day” a day on which banks in Hong Kong are generally open for
normal business to the public and which is not a Saturday,
Sunday or public holiday in Hong Kong
“Capital Market Intermediary(ies)”
or “CMI(s)”
the capital market intermediary(ies) as named in the section
headed “Directors and Parties Involved in the Global
Offering” in this prospectus
“CCASS” the Central Clearing and Settlement System established and
operated by HKSCC
“China” or “PRC” the People’s Republic of China, which only in the context of
describing PRC rules, laws, regulations, regulatory
authority, and any PRC entities or citizens under such rules,
laws and regulations and other legal or tax matters in this
prospectus, excludes Taiwan, Hong Kong and the Macau
Special Administrative Region of the People’s Republic of
China
“close associate(s)” has the meaning ascribed to it under the Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong), as
amended, supplemented or otherwise modified from time to
time
DEFINITIONS
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“Company”, “our Company”
or “the Company”
LongBio Pharma (Suzhou) Co., Ltd. (ᔼᖹ(ᘽψ)ٰ
ʮ̡), a joint stock company with limited liability
incorporated in the PRC, the predecessor of which was
LongBio Pharma (Suzhou) Co., Ltd. (ᔼᖹ(ᘽψ)Ϟ
ʮ̡), a limited liability company established in the PRC
on October 26, 2020
“Compliance Advisor” Somerley Capital Limited
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“connected transaction(s)” has the meaning ascribed to it under the Listing Rules
“Controlling Shareholder(s)” Dr. Liu, Dr. Sun, Ms. Chow, Suzhou Taiwu, Shanghai Rising
Suns and PharMab, and has the meaning ascribed to it under
the Listing Rules
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“Core Product” has the meaning ascribed to it in Chapter 18A of the Listing
Rules, and for the purpose of this prospectus, our core
product refers to LP-003
“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1 to
the Listing Rules
“CSDC” China Securities Depositary and Clearing Corporation
Limited (ப΂ʮ̡)
“CSRC” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ၍
ึ)
“DIR” the Department of Investment Review of the Ministry of
Economic Affairs, Taiwan
“Director(s)” or “our Director(s)” the director(s) of the Company
“Dr. Liu” Dr. Liu Heng ( ᄎ㛬), our co-founder, chairman of the Board,
executive Director, chief executive officer and general
manager, and one of our Controlling Shareholders
“Dr. Sun” Dr. Sun Bill Nai-chau (ɗ൴), our co-founder and
executive Director, the spouse of Ms. Chow, and one of our
Controlling Shareholders
“EIT” enterprise income tax
“EIT Law” Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍ձ਷
), as amended, supplemented or otherwise
modified from time to time
“EU” European Union
“Extreme Conditions” extreme conditions as announced by the Government of
Hong Kong
“FDA” the Food and Drug Administration of the United States
“FINI” Fast Interface for New Issuance, an online platform operated
by HKSCC that is mandatory for admission to trading and,
where applicable, the collection and processing of specified
information on subscription in and settlement for all new
listings
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., an
independent market research and consulting company
DEFINITIONS
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“Frost & Sullivan Report” the report commissioned by the Company and independently
prepared by Frost & Sullivan, a summary of which is set
forth in “Industry Overview”
“General Rules of HKSCC” the terms and conditions regulating the use of CCASS as
may be amended or modified from time to time and where
the context so permits, shall include the HKSCC operational
procedures
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group”, “our”, “our Group”, “we”
or “us”
the Company and its subsidiaries
“Guide for New Listing
Applicants”
The Guide for New Listing Applicants, as published by the
Stock Exchange on November 29, 2023 and became
effective on January 1, 2024, as amended or supplemented
or otherwise modified from time to time
“H Share Registrar” Tricor Investor Services Limited
“H Share(s)” ordinary share(s) in the ordinary share capital of the
Company, with a nominal value of RMB1.00 each, which
are to be subscribed for and traded in Hong Kong dollars
and for which an application has been made for the granting
of listing and permission to deal in on the Stock Exchange
“HK dollars” or “HK$” Hong Kong dollars, the lawful currency of Hong Kong
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued in
the applicant’s own name, submitted online through the
designated website at www.hkeipo.hk
“HK eIPO White Form Service
Provider”
the HK eIPO White Form service provider designated by
our Company as specified on the designated website at
www.hkeipo.hk
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be issued
in the name of HKSCC Nominees and deposited directly
into CCASS to be credited to your designated HKSCC
Participant’s stock account through causing HKSCC
Nominees to apply on your behalf, including by instructing
your broker or custodian who is a HKSCC Participant to
give electronic application instructions via HKSCC’s FINI
system to apply for the Hong Kong Offer Shares on your
behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of
HKSCC
“HKSCC Operational Procedures” the operational procedures of HKSCC in relation to CCASS,
containing the practices, procedures and administrative
requirements relating to the operation and functions of
CCASS, as from time to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
DEFINITIONS
–1 9–


--- page 31 ---
“Hong Kong Offer Shares” 1,419,350 H Shares (subject to reallocation as described in
the section headed “Structure of the Global Offering”)
initially offered by the Company for subscription at the
Offer Price pursuant to the Hong Kong Public Offering
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription by
the public in Hong Kong at the Offer Price (plus brokerage,
SFC transaction levy, AFRC transaction levy and Stock
Exchange trading fee), on and subject to the terms and
conditions as described in the section headed “Structure of
the Global Offering — The Hong Kong Public Offering” in
this prospectus
“Hong Kong Stock Exchange”
or “Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly-
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed in
the section headed “Underwriting — Hong Kong
Underwriters” in this prospectus
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated May 27, 2026 relating to
the Hong Kong Public Offering entered into by the
Company, the Controlling Shareholders, the Sole Sponsor,
the Overall Coordinators and the Hong Kong Underwriters,
as described in the section headed “Underwriting —
Underwriting Arrangements — Hong Kong Public Offering
— Hong Kong Underwriting Agreement” in this prospectus
“IFRS” International Financial Reporting Standards, a set of global
accounting standards developed by the International
Accounting Standards Board
“Independent Third Party(ies)” entity(ies) or person(s) which, to the best of our Directors’
knowledge, information, and belief having made all
reasonable enquiries, is/are not a connected person(s) of the
Company within the meaning of the Listing Rules
“International Offer Shares” 12,773,800 H Shares initially offered by the Company
pursuant to the International Offering together with, where
relevant, any additional H Shares which may be issued by
the Company pursuant to the exercise of the Over-allotment
Option subject to reallocation as described in the section
headed “Structure of the Global Offering” in this prospectus
“International Offering” the conditional placing of the International Offer Shares by
the International Underwriters at the Offer Price outside the
United States in offshore transactions in reliance on
Regulation S, on and subject to the terms and conditions of
the International Underwriting Agreement, as described in
the section headed “Structure of the Global Offering — The
International Offering” in this prospectus
“International Underwriters” the underwriters of the International Offering listed in the
International Underwriting Agreement
“International Underwriting
Agreement”
the underwriting agreement relating to the International
Offering expected to be entered into on or about Wednesday,
June 3, 2026 by the Company, the Controlling Shareholders,
the Sole Sponsor, the Overall Coordinators and the
International Underwriters, as described in the section
headed “Underwriting — The International Offering” in this
prospectus
DEFINITIONS
–2 0–


--- page 32 ---
“Joint Bookrunners” the joint bookrunners as named in the section headed
“Directors and Parties Involved in the Global Offering” in
this prospectus
“Joint Global Coordinators” the joint global coordinators as named in the section headed
“Directors and Parties Involved in the Global Offering” in
this prospectus
“Joint Lead Managers” the joint lead managers as named in the section headed
“Directors and Parties Involved in the Global Offering” in
this prospectus
“Key Product” our key product refers to LP-005 for the purpose of this
prospectus
“Latest Practicable Date” May 18, 2026, being the latest practicable date for the
purpose of ascertaining certain information contained in this
prospectus prior to its publication
“Listing” the listing of the H Shares on the Main Board of the Stock
Exchange
“Listing Committee” the listing committee of the Stock Exchange
“Listing Date” the date expected to be on or about Friday, June 5, 2026, on
which the H Shares are listed and from which dealings
therein are permitted to take place on the Stock Exchange
“Listing Rules” or “Hong Kong
Listing Rules”
the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“Main Board” the stock exchange (excluding the option market) operated
by the Stock Exchange which is independent from and
operated in parallel with the GEM of the Stock Exchange
“Ministry of Finance” or “MOF” the Ministry of Finance of the PRC (݁
௅)
“MOFCOM” the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ
௅)
“Ms. Chow” Ms. Sun Cecily Rou-yun (ڄ߰the spouse of Dr. Sun,
and one of our Controlling Shareholders
“NDRC” the National Development and Reform Commission of the
PRC (ึ)
“NMPA” the National Medical Products Administration of the PRC
(္ຖ၍ଣ҅)
“Nomination Committee” the nomination committee of our Board
“NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍ձ
ɽึ)
“NRDL” National Reimbursement Drug List (ͦ፽)
“NTD” New Taiwan dollar
“Offer Price” the offer price per Offer Share (exclusive of brokerage of
1.0%, SFC transaction levy of 0.0027%, AFRC transaction
levy of 0.00015% and Stock Exchange trading fee of
0.00565%) at which the Offer Shares are to be subscribed
for and issued pursuant to the Global Offering as described
in the section headed “Structure of the Global Offering” in
this prospectus
DEFINITIONS
–2 1–


--- page 33 ---
“Offer Share(s)” the Hong Kong Offer Share(s) and the International Offer
Share(s), together with, where relevant, any additional
H Shares which may be issued by our Company pursuant to
the exercise of the Over-allotment Option
“Overall Coordinators” the overall coordinators as named in the section headed
“Directors and Parties Involved in the Global Offering” in
this prospectus
“Over-allotment Option” the option expected to be granted by us to the International
Underwriters exercisable by the Sole Sponsor-Overall
Coordinator (for itself and on behalf of the International
Underwriters) under the International Underwriting
Agreement, to require our Company to allot and issue up to
an aggregate of 2,128,950 additional H Shares at the Offer
Price, representing approximately 15% of the total number
of Offer Shares initially available under the Global Offering
to cover over-allocations in the International Offering, if
any, further details of which are described in the section
headed “Structure of the Global Offering” in this prospectus
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“PCT” the Patent Cooperation Treaty
“PharMab” PharMab, Inc. ( ϛശ(ɪऎ)ʮ̡), a
limited liability company established under the laws of the
PRC on August 8, 2001, one of our Controlling Shareholders
“PRC Company Law” the Company Law of the PRC ( ʕശɛ͏΍ձ਷ʮ̡
), as amended and adopted by the Standing Committee
of the Eighth National People’s Congress on December 29,
1993 and effective on July 1, 1994, which was last amended
on December 29, 2023 and became effective on July 1,
2024, as amended, supplemented or otherwise modified
from time to time
“PRC GAAP” generally accepted accounting principles in the PRC
“PRC government” the central government of the PRC, including all
governmental subdivisions (including provincial, municipal
and other regional or local government entities) and
instrumentalities thereof or, where the context requires, any
of them
“PRC Legal Advisor” Hai Run Law Firm, the legal advisor of our Company as to
the PRC laws
“PRC Securities Law” the Securities Law of the PRC ( ʕശɛ͏΍ձ਷ᗇՎ
), as amended, supplemented or otherwise modified
from time to time
“Pre-IPO Investment(s)” the investment(s) in our Company undertaken by the Pre-
IPO Investors pursuant to the relevant equity transfer
agreement(s) and/or capital increase agreement(s), details of
which are set out in the section headed “History,
Development and Corporate Structure” in this prospectus
“Pre-IPO Investor(s)” the investor(s) who acquired interest in our Company
pursuant to the relevant equity transfer agreement(s) and/or
capital increase agreement(s), details of which are set out in
the section headed “History, Development and Corporate
Structure” in this prospectus
“prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
DEFINITIONS
–2 2–


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“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration Committee” the remuneration committee of our Board
“Reporting Accountants” Ernst & Y oung
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
“SAMR” the State Administration for Market Regulation of the PRC
(̹ఙ္ຖ၍ଣᐼ҅)
“SA T” the State Administration of Taxation of the PRC (࢕
೼ਕᐼ҅)
“Securities and Futures Ordinance”
or “SFO”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“SFC” the Securities and Futures Commission of Hong Kong
“Shanghai Rising Suns” Shanghai Rising Suns Biomedical Inc. (ᔼᖹ
ʮ̡), a limited liability company established under the
laws of the PRC on April 8, 2021, and one of our Controlling
Shareholders. Ms. Chow is authorised to exercise all voting
rights of the Company held by Shanghai Rising Suns
“Share(s)” ordinary share(s) in the share capital of the Company with a
nominal value of RMB1.00 each, comprising the Unlisted
Shares and H Shares
“Shareholder(s)” holder(s) of the Share(s)
“Sophisticated Investor(s)” has the meaning ascribed to it under Chapter 2.3 of the
Guide for New Listing Applicants issued by the Stock
Exchange
“Sole Sponsor” the sole sponsor as named in the section headed “Directors
and Parties Involved in the Global Offering” in this
prospectus
“Sole Sponsor-Overall
Coordinator”
the sole sponsor-overall coordinator as named in the section
headed “Directors and Parties Involved in the Global
Offering”
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Stabilizing Manager” Sinolink Securities (Hong Kong) Company Limited
“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules
“substantial Shareholder(s)” has the meaning ascribed to it under the Listing Rules
“Suzhou Taiwu” Suzhou Taiwu Enterprise Management Partnership (Limited
Partnership) (Άุ၍ଣΥྫΆุ(Υྫ)), a
limited partnership established under the laws of the PRC on
August 12, 2020, our employee incentive platform and one
of our Controlling Shareholders
“Taiwan Legal Advisor” LCS & Partners, the legal advisor of our Company as to
Taiwan laws
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-back
issued by the SFC, as amended, supplemented or otherwise
modified from time to time
“Track Record Period” the period comprising the financial years ended December
31, 2024 and 2025
DEFINITIONS
–2 3–


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“Trial Measures” the Trial Administrative Measures for Overseas Securities
Offering and Listing by Domestic Companies ( ྤʫΆุ
), which was released
by the CSRC and became effective on March 31, 2023
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“Unlisted Share(s)” ordinary share(s) issued by the Company with a nominal
value of RMB1.00 each which is/are not listed on any stock
exchange
“US”, “U.S.” or “United States” the United States of America, its territories, its possessions
and all areas subject to its jurisdiction
“U.S. dollar” or “US$” United States dollar, the lawful currency of the United
States
“U.S. Securities Act” the United States Securities Act of 1933, as amended and
supplemented or otherwise modified from time to time, and
the rules and regulations promulgated thereunder
“V A T” value-added tax
“%” per cent
For ease of reference, the names of Chinese laws and regulations, governmental authorities,
institutions, natural persons or other entities (including certain of our subsidiaries) have been
included in this prospectus in both the Chinese and English languages and in the event of any
inconsistency, the Chinese versions shall prevail.
For the purpose of this prospectus, references to “provinces” of China include provinces,
municipalities under direct administration of the central government and provincial-level
autonomous regions.
Certain amounts and percentage figures included in this prospectus have been subject to
rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures preceding them. Any discrepancies in any table or chart between the total
shown and the sum of the amounts listed are due to rounding.
DEFINITIONS
–2 4–


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This glossary contains definitions of certain technical terms used in this prospectus in
connection with us and our business. These definitions may not correspond to standard
industry definitions or usage and may not be comparable to similar terms adopted by other
companies.
“AAS7” angioedema activity score over seven days, used to measure
the frequency and severity of angioedema episodes over a
week; a higher score indicates more frequent episodes of
angioedema
“ABPA” allergic bronchopulmonary aspergillosis, an immunologically
mediated lung disease that usually occurs in people with a
diagnosis of asthma or cystic fibrosis. It is a noninvasive lung
disease caused by colonization of the airways with Aspergillus
fumigatus
“AChR-gMG” acetylcholine receptor-mediated generalized myasthenia
gravis, a form of myasthenia gravis, an autoimmune
neuromuscular disorder characterized by weakness and
rapid fatigue of voluntary muscles
“AE” adverse events, any undesirable experience associated with
the use of a medical product in a patient
“affinity” the extent or fraction to which a drug binds to receptors at
any given drug concentration or the firmness with which the
drug binds to the receptor. Affinity describes the strength of
the attraction between two chemicals, or an antigen and an
antibody
“aHUS” atypical hemolytic uremic syndrome, a rare and severe
condition characterized by the triad of hemolytic anemia,
acute renal failure, and thrombocytopenia
“allergic asthma” allergy which is triggered by inhaled allergens such as dust
mites, pet dander, pollen, mold, resulting in asthma
symptoms
“allergic disease” a group of conditions caused by the immune system’s
exaggerated response to harmless substances (allergens),
leading to symptoms such as inflammation, itching, and
respiratory distress
“ALS” amyotrophic lateral sclerosis, a progressive
neurodegenerative disease that affects motor neurons in the
brain and spinal cord, leading to muscle weakness, atrophy,
and eventually loss of voluntary movement
“antibody fragments” small molecule antibodies derived from complete
antibodies, retaining some functions of the antibody (such as
antigen-binding ability)
“antibody fusion protein” hybrid proteins created by combining an antibody (or part of
an antibody) with another protein or peptide
“antihistamine” a medication that blocks the effects of histamine to alleviate
allergic symptoms such as itching, sneezing, and runny nose
“anti-IgE antibody” a therapeutic antibody that targets and binds to IgE
“antigen” substance that can provoke an immune response in the body
“AP” alternative pathway, one of the three pathways of the
complement system, which is part of the immune response
GLOSSARY OF TECHNICAL TERMS
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“APL-1 analog (POT-4)” a compstatin derivative that acts as a potent inhibitor of
complement factor C3 activation
“AR” allergic rhinitis, an allergic reaction that causes symptoms
like sneezing, runny or stuffy nose, itchy eyes, and throat. It
occurs when the immune system overreacts to allergens such
as pollen, dust mites, or pet dander
“atopic dermatitis” a chronic inflammatory skin condition characterized by dry,
itchy, and inflamed skin
“autoimmune disease” with respect to any disorder or disease, the response that
occurs when the immune system goes awry and attacks the
body itself. Autoimmunity, present to some extent in
everyone, is usually harmless but it can cause a broad range
of human illnesses, known collectively as “autoimmune
diseases”
“/H92522 receptor agonists” are a class of medications that stimulate beta-2 adrenergic
receptors, primarily used to relax bronchial muscles and
improve airflow in conditions like asthma and chronic
obstructive pulmonary disease
“B-cells” B-lymphocytes-immune cells
“Bi-functional Antibody
Development Platform”
a R&D platform developed by our Company, on which we
have developed LP-005, LP-00A, LP-00C and LP-00D
“biologics” medications that come from living organisms, like proteins
and genes. They are a class of pharmaceutical drug products
manufactured in, extracted from, or semisynthesized from
biological sources
“BLA” biologics license application
“C3” a central protein in the complement system that plays a
crucial role in immune responses, including opsonization of
pathogens, inflammation, and formation of the membrane
attack complex
“C3b” a fragment of the complement protein C3, which is part of
the immune system
“C3G” C3 Glomerulopathy, a kidney disease characterized by the
abnormal deposition of complement component C3 in the
glomeruli, leading to inflammation and potential kidney
damage
“C5” a protein in the immune system that plays a key role in
inflammation and the body’s response to infections
“CAGR” compound annual growth rate
“CD23” a low-affinity IgE receptor primarily expressed on B cells
and some other immune cells, playing a key role in
regulating B cell activation, proliferation, and
differentiation, particularly in allergic responses and certain
immune disorders
“CD55/CD59” both CD55 and CD59, natural regulatory proteins essential
for controlling the complement system
“CDE” the PRC Centre for Drug Evaluation
“CDMO” contract development and manufacturing organisation, a
company that provides comprehensive drug development
and manufacturing services on for other companies on a
contract basis
GLOSSARY OF TECHNICAL TERMS
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“CFB” a protein involved in the immune system that helps trigger
inflammation and the formation of antibodies to fight
infections
“CFD” a protein that plays a role in the immune system by helping
to regulate inflammation and the response to infections
“CFH” complement factor H, a regulatory protein that plays a
crucial role in the immune system
“cGMP” current Good Manufacturing Practices, regulations enforced
by the FDA that provide guidelines for the manufacturing,
testing, and quality assurance of food, pharmaceuticals, and
medical devices
“clinical trial” or “clinical study” a research study for validating or finding the therapeutic
effects and side effects of test drugs in order to determine
the therapeutic value and safety of such drugs
“CMC” chemistry, manufacture and control, also commonly referred
to as process development, which covers the various
procedures used to assess the physical and chemical
characteristics of drug products, and to ensure their quality
and consistency during manufacturing
“complement” a group of proteins in the blood that works with the immune
system to enhance the ability to clear pathogens and
promote inflammation, playing a crucial role in the body’s
defense against infections
“complement-mediated kidney
diseases”
a group of disorders where the complement system
contributes to kidney injury and dysfunction, often
involving conditions like IgAN, C3G and LN, characterized
by inflammation and damage to the glomeruli due to
dysregulation of complement activation
“complement system” part of the immune system composed of proteins that work
together to enhance the ability to clear pathogens, promote
inflammation, and facilitate the destruction of target cells
“CP” classical pathway, one of the three pathways of the
complement system, which is part of the immune response
“CRO” contract research organization, a company that provides
support to the pharmaceutical, biotechnology, and medical
device industries in the form of research services outsourced
on a contract basis
“CRSwNP” chronic rhinosinusitis with nasal polyps, is a chronic
inflammatory condition of the nasal passages and sinuses
characterized by the presence of nasal polyp
“CSO” contract sales organization, a third-party company that
provides sales services to pharmaceutical, biotechnology,
and medical device companies
“CSU” chronic spontaneous urticaria, a condition characterized by
the recurrent appearance of itchy hives or welts lasting for
six weeks or longer, often without an identifiable cause
“cytokine” small secreted proteins released by cells have a specific
effect on the interactions and communications between cells
“DNOMS” daily ocular symptom and rescue medication treatment
score; a lower score indicates better control of the condition
“DNSMS” daily nasal symptom and rescue medication treatment score;
a lower score indicates better control of the condition
GLOSSARY OF TECHNICAL TERMS
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“eculizumab” sold under the brand name Soliris, is a monoclonal antibody
used to treat aHUS, PNH, and neuromyelitis optica spectrum
disorder (NMOSD). It works by inhibiting complement
protein C5, which helps prevent tissue damage caused by
excessive complement activation
“Factor B” a protein that is an essential component of the alternative
pathway of the complement system
“Factor D” a serine protease that plays a critical role in the alternative
pathway of the complement system
“Fc” fragment crystallizable, which is the tail region of an
antibody that interacts with cell surface receptors called Fc
receptors and some proteins of the complement system
“Fc/H9255RI” Fc epsilon receptor I, a high-affinity receptor for
immunoglobulin E
“Fc/H9255RI/H9251” Fc epsilon receptor I alpha, a high-affinity receptor for
immunoglobulin E
“FDA” Food and Drug Administration of the United States
“FEV1” forced expiratory volume in one second
“first-in-class” a drug that uses a new and unique mechanism of action for
treating a medical condition
“FVC” forced vital capacity
“FEV1/FVC” ratio of FEV1 to FVC
“G-CSF” granulocyte colony-stimulating factor, a cytokine that
stimulates the bone marrow to produce and release
neutrophils, playing a crucial role in regulating the immune
response and enhancing the body’s ability to fight
infections, particularly during chemotherapy or bone
marrow suppression
“glucocorticoids” a class of steroid hormones that regulate various
physiological processes, including metabolism, immune
response, and inflammation, primarily produced by the
adrenal cortex
“gMG” generalized myasthenia gravis, a rare autoimmune disorder
that creates a fluctuating weakness of the voluntary muscles
due to disrupted neuromuscular transmission
“GMP” good manufacturing practice, a system for ensuring that
products are consistently produced and controlled according
to quality standards, which is designed to minimize the risks
involved in any pharmaceutical production that cannot be
eliminated through testing the final product. It is also the
practice required in order to conform to the guidelines
recommended by agencies that control the authorization and
licensing of the manufacture and sale of pharmaceutical
products
“half-life” the period of time required for the concentration or amount
of a drug in the body to be reduced to exactly one-half of a
given concentration or amount of such drug
“head-to-head study” a type of clinical trial or research investigation that directly
compares two (or more) active interventions (such as drugs,
devices, procedures, or strategies) against each other to
determine which is more effective, safer, or superior for a
specific condition or outcome
GLOSSARY OF TECHNICAL TERMS
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“High-Affinity Antibody Discovery
Platform”
a R&D platform developed by our Company, on which we
have developed LP-003
“HSS7” hives severity score over seven days, a measurement used in
assessing the severity of hives (urticaria) in CSU; a lower
score indicates better control of the symptom
“IgE” immunoglobulin E, a type of antibody involved in allergic
reactions
“IgAN” IgA nephropathy, a kidney disorder characterized by the
accumulation of immunoglobulin A in the glomeruli, leading
to inflammation and potential kidney damage
“IL-4R /H9251” interleukin-4 receptor alpha
“IND” investigational new drug, an application in the drug review
process required by a regulatory authority to decide whether
a new drug is permitted to initiate clinical trials; also known
as clinical trial application in China
“indication” a disease condition which makes a particular treatment or
procedure advisable
“innovative drug” a medicine that contains an active substance or combination
of active substances that has not been marketed in China and
overseas
“in vitro” studies using components of an organism that has been
isolated from their usual biological surroundings
“in vivo” studies in vivo are those in which the effects of various
biological or chemical substances are tested on whole, living
organisms including animals, humans and plants
“ISS7” itch severity score over seven days, ranging from 0 to 21; a
lower score indicates better control of the symptom
“KOL” key opinion leaders, influencers and trusted persons who
have expert product knowledge and influence in a respective
field and are an important part of burgeoning industries and
businesses in China, including biotech/pharmaceutical
industries
“LDH” lactate dehydrogenase
“LP” lectin pathway, one of the three pathways of the complement
system, which is part of the immune response
“LN” lupus nephropathy or lupus nephritis, a kidney inflammation
caused by the autoimmune disease lupus, affecting the
kidneys’ ability to filter waste from the blood
“LS Mean” least squares mean, a statistical estimate of the mean
(average) adjusted for covariates in a model, typically
derived from an analysis of variance (ANOV A) or linear
mixed-effects model
“MAG-PN” anti-MAG peripheral neuropathy, a condition where the
immune system mistakenly attacks the nerves, leading to
weakness and numbness, often associated with a protein
called MAG
“MASP-2” a protein that helps activate the complement system, which
is part of the immune response that fights infections and
promotes inflammation
GLOSSARY OF TECHNICAL TERMS
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“MG” myasthenia gravis, an autoimmune disorder characterized by
weakness and rapid fatigue of voluntary muscles, caused by
the body’s immune system mistakenly attacking
acetylcholine receptors at the neuromuscular junction
“NDA” new drug application
“nanobody” a type of artificially designed antibody molecule, also
known as single-domain antibodies (sdAbs) or VHH
antibodies
“NMPA” National Medical Products Administration of the PRC ( ʕ਷
္ຖ၍ଣ҅)
“non-clinical study” laboratory experiments conducted in vitro or in vivo to
evaluate the pharmacology, toxicology, PK and safety of a
drug candidate
“omalizumab” sold under the brand name Xolair among others, is an
injectable medication to treat severe persistent allergic
forms of asthma, nasal polyps, urticaria (hives), and
immunoglobulin E-mediated food allergy
“original drug” drugs that have been firstly approved to be marketed in
China or overseas
“periodontitis” a serious gum infection that damages the soft tissue and
bone supporting the teeth, often resulting from untreated
gingivitis
“p value” probability value, a number describing the likelihood of
obtaining the observed data under the null hypothesis of a
statistical test
“PD” pharmacodynamics, the study of how a drug affects an
organism, which, together with pharmacokinetics,
influences dosing, benefit and adverse effects of the drug
“PIG-A” phosphatidylinositol glycan anchor biosynthesis Class A, a
gene that encodes a protein involved in the biosynthesis of
glycosylphosphatidylinositol anchors
“PK” pharmacokinetics, the study of the bodily absorption,
distribution, metabolism and excretion of drugs, which,
together with pharmacodynamics, influences dosing, benefit
and adverse effects of the drug
“placebo” a medical treatment or preparation with no specific
pharmacological activity
“PNH” paroxysmal nocturnal hemoglobinuria, a rare blood disorder
characterized by the destruction of red blood cells, leading
to hemoglobinuria, anemia, and increased risk of thrombosis
due to a genetic mutation in hematopoietic stem cells
“Q4W” every four weeks
“Q8W” every eight weeks
“Q12W” every twelve weeks
“QA” quality assurance
“R&D” research and development
GLOSSARY OF TECHNICAL TERMS
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“ravulizumab” sold under the brand name Ultomiris, is a monoclonal
antibody used to treat aHUS and PNH. It works by
inhibiting complement protein C5, providing a more
extended duration of action compared to eculizumab,
thereby reducing the risk of complement-mediated damage
“rescue medication” medications used to quickly alleviate symptoms during an
emergency, particularly in conditions like epilepsy or
asthma
“SAE” serious adverse events, any medical occurrence in human
drug trials that at any dose: results in death; is life-
threatening; requires inpatient hospitalization or causes
prolongation of existing hospitalization; results in persistent
or significant disability/incapacity; may have caused a
congenital anomaly/birth defect, or requires intervention to
prevent permanent impairment or damage
“SD” standard deviation
“SMO” site management organization, an organization that has
adequate infrastructure and staff to meet the requirements of
the clinical trial protocol and provides clinical trial related
services to a CRO, a pharmaceutical company, a
biotechnology company, or a clinical site
“TEAE” treatment-emergent adverse event
“TNSS” total nasal symptom score; a lower score indicates better
control of the symptom
“Type I hypersensitivity” an immediate allergic reaction driven by IgE antibodies that
activates mast cells, causing sudden inflammation upon
re-encountering an allergen
“Type 2 inflammatory diseases” a group of chronic disorders driven by an immune response
characterized by the activation of type 2 helper T cells
(Th2), eosinophils, mast cells, basophils, and the production
of specific cytokines
“UAS7” urticaria activity score over seven days, a measurement tool
specifically designed to assess the severity and activity of
chronic urticaria over a week; a lower score indicates better
control of the symptom
“ULN” upper limit of normal
GLOSSARY OF TECHNICAL TERMS
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This prospectus contains certain forward-looking statements relating to our plans, objectives,
beliefs, expectations, predictions and intentions, which are not historical facts and may not
represent our overall performance for the periods of time to which such statements relate. Such
statements reflect the current views of our management with respect to future events, operations,
liquidity and capital resources, some of which may not materialize or may change. These statements
are subject to certain risks, uncertainties and assumptions, including the other risk factors as
described in this prospectus. Y ou are strongly cautioned that reliance on any forward-looking
statements involves known and unknown risks and uncertainties. The risks, uncertainties and other
factors facing our Company which could affect the accuracy of forward-looking statements include,
but are not limited to, the following: (i) our business strategies and plans to achieve these strategies;
(ii) our ability to complete the development and obtain the relevant requisite regulatory approvals
of our products; (iii) our product candidates under development or planning; (iv) our ability to
attract customers and further enhance our brand recognition; (v) our future debt levels and capital
needs; (vi) changes to the political and regulatory environment in the industry and markets in which
we operate; (vii) changes in competitive conditions and our ability to compete under these
conditions; (viii) future developments, trends and conditions in the industry and markets in which
we operate; (ix) effects of the global financial markets and economic crisis; (x) our financial
conditions and performance; (xi) our dividend policy, if any; and (xii) changes or volatility in
interest rates, foreign exchange rates, equity prices, volumes, operations, margins, risk management
and overall market trends.
In some cases, we use the words “aim”, “anticipate”, “believe”, “can”, “continue”, “could”,
“estimate”, “expect”, “going forward”, “intend”, “ought to”, “may”, “might”, “plan”, “potential”,
“predict”, “project”, “seek”, “should”, “will”, “would” and similar expressions to identify
forward-looking statements. In particular, we use these forward-looking statements in the sections
headed “Business” and “Financial Information” in this prospectus in relation to future events, our
future financial, business or other performance and development, the future development of our
industry and the future development of the general economy of our key markets.
The forward-looking statements are based on our current plans and estimates and speak only
as of the date they were made. We undertake no obligation to update or revise any forward-looking
statements in light of new information, future events or otherwise. Forward-looking statements
involve inherent risks and uncertainties and are subject to assumptions, some of which are beyond
our control. We caution you that a number of important factors could cause actual outcomes to
differ, or to differ materially, from those expressed in any forward-looking statements. Our
Directors confirm that the forward-looking statements are made after reasonable care and due
consideration. Nonetheless, due to the risks, uncertainties and assumptions, the forward-looking
events and circumstances discussed in this prospectus might not occur in the way we expect, or at
all. Accordingly, you should not place undue reliance on any forward-looking statements in this
prospectus. All forward-looking statements contained in this prospectus are qualified by reference
to this cautionary statement.
FORW ARD-LOOKING STATEMENTS
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An investment in our H Shares involves significant risks. You should carefully consider
all of the information in this prospectus, particularly the risks and uncertainties described
below, as well as our financial statements and the related notes, and the section headed
“Financial Information” in this prospectus, before making an investment in our H Shares. Any
of the following risks could have a material adverse effect on our business, financial
condition, results of operations and prospects. In any such case, the market price of our H
Shares could decline, and you may lose all or part of your investment. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial also may impair
our business operations.
RISKS RELATING TO OUR BUSINESS
Our drug candidates face intense market competition, and the potential for competitors to
discover, develop, or commercialize competing drugs more quickly or effectively may
adversely impact our ability to successfully commercialize our own drug candidates.
The pharmaceutical industry is highly competitive, particularly within China’s biologic drug
market for allergic and autoimmune diseases. According to Frost & Sullivan, market competition is
expected to intensify as pharmaceutical companies pursue diverse pipeline strategies and innovative
mechanisms in biologic therapeutics. Both the global and Chinese biologics markets feature
numerous competitors with substantial resources and strong brand recognition, often firmly
established in specific segments by geographic region or drug type, posing a significant challenge
to the development and commercialization of our drug candidates. Our drug candidates will face
competition from both major international and domestic pharmaceutical companies, especially
those targeting the same mechanisms. Our Core Product, LP-003, an anti-IgE antibody, will
compete against other similar anti-IgE antibody drugs including omalizumab in China, where
several anti-IgE antibody candidates are already undergoing clinical trials. Similarly, our Key
Product, LP-005, a bi-functional antibody targeting C5 and C3b, will face competition from
approved C5 inhibitors biological drugs such as eculizumab, ravulizumab and crovalimab, C3
inhibitor chemical drug (such as pegcetacoplan), as well as other drug candidates which are already
in clinical development in China.
The success of our drug candidates hinges on factors such as regulatory approval timing,
efficacy, safety profiles, dosing convenience, pricing, and market coverage. Many competitors
possess greater resources and expertise in R&D, manufacturing, clinical trials, regulatory affairs,
and marketing. Smaller companies, especially through collaborations, and industry consolidation
further intensify competition. These pressures extend to talent acquisition, clinical trial execution,
and technology access. Competitors may develop superior drugs, achieve faster approvals, or gain
stronger market positions. Our competitors’ approvals for rival drugs could eliminate our
first-mover advantage and negatively impact our financials. Technological advances and increased
capital availability will likely heighten competition in the market further. Our competitors may
develop more effective or cheaper products, or achieve earlier patent protection, regulatory
approval, and market penetration. Therefore, our failure to compete effectively could lead to
competitors establishing a strong market position, rendering our drug candidates obsolete and
impacting our ability to recoup development and commercialization expenses. Competitive
pressures may necessitate price reductions or other measures that will negatively affect our
profitability, potentially eroding our profit margins, market share, and our business, financial
position, results of operations, and growth potential may be adversely affected.
Our business and future financial performance are heavily reliant on the successful
development of our drug candidates. We may be unable to complete clinical development,
secure regulatory approvals, or commercialize these candidates, or may face significant delays
in these processes.
Our business is dependent on our Core Product, LP-003 and our Key Product LP-005. LP-003
for the indication of seasonal AR in China is undergoing Phase III clinical trial and preparing for
BLA, and we plan to submit BLA to NMPA in or before the third quarter of 2026. Furthermore, our
other indications for LP-003 and LP-005 are mainly in clinical phases I or II, which will require
significant time before potential commercialization. Our future operating income is mainly tied to
the successful development and commercialization of our Core Product and Key Product. If these
efforts do not progress as anticipated, our business performance could be adversely affected.
RISK FACTORS
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Our capacity to generate revenue and achieve profitability depends on successfully
developing, obtaining regulatory approvals for, and commercializing our drug candidates. We have
dedicated substantial resources in our current drug candidates and expect to incur significant and
escalating costs for their development and commercialization. In order for our drug candidates to
succeed, it will depend on a number of the following factors: (i) positive pre-clinical studies and
clinical trials results; (ii) adequate resources to identify or acquire additional drug candidates, and
successful identification of potential drug candidates; (iii) successful enrollment of patients in,
sufficient supplies of drug products for, and completion of, clinical trials; (iv) modifications to the
protocols, which may delay the clinical program, regulatory approvals or commercialization, and
require us to supplement, modify, or withdraw and refile our applications for regulatory approvals;
(v) the performance by our CROs, SMOs, CDMOs, or other third parties we engage and their
compliance with our protocols and applicable laws without damaging or compromising data
integrity; (vi) the capabilities and competence of our collaborators; (vii) receipt of regulatory
approvals for planned clinical trials or drug registrations, manufacturing and commercialization;
(viii) commercial manufacturing capabilities, including through the CDMOs we engage or will
engage; (ix) successful launch of commercial sales of our drug candidates, if and when approved;
(x) the obtaining and maintenance of favorable reimbursement from third party payers for drugs, if
and when approved; (xi) competition with other drug products; (xii) the obtaining, maintenance and
enforcement of patents, trademarks, trade secrets and other intellectual property protections and
regulatory exclusivity for our drug candidates; (xiii) successful defense against any claims brought by
third parties that we have infringed, misappropriated or otherwise violated any intellectual property of
any such third party; and (xiv) the continued acceptable safety profile of our drug candidates following
regulatory approval.
As of the Latest Practicable Date, all of our drug candidates were in various phases of clinical
trials and pre-clinical studies and we did not have any drug candidates that are at BLA stage with
the relevant competent regulatory authorities. We have limited experience in filing for regulatory
approval for our drug candidates, and we have not yet demonstrated the ability to receive regulatory
approval for our drug candidates. As a result, our ability to successfully obtain regulatory approval
for our drug candidates may involve more inherent risk, take longer, and cost more than it would
if we were a company with experience in obtaining regulatory approvals. Failure to achieve drug
development milestones as detailed in this prospectus could impact our business prospects. Costs
will rise if delays occur in the development of drug candidates or in obtaining regulatory approvals,
potentially resulting in trial suspensions until adequate funding is secured or abandonment of the
drug candidate’s development. Such delays can also enable competitors to market their products
sooner, affecting our ability to commercialize our drug candidates effectively. Any of the above
developments could have a material and adverse effect on our business, financial condition and
results of operation.
We dedicate significant resources to R&D and our allocation of these resources to specific drug
candidates, formulations, or indications may prevent us from capitalizing on other
opportunities.
The biopharmaceutical market is constantly evolving, requiring us to adapt to new
technologies and methodologies to maintain our competitive edge. Identifying new drug candidates
and formulations, and developing existing candidates for additional indications, demands
substantial technical, financial, and human resources. Our R&D costs were RMB98.1 million and
RMB126.6 million for the years ended December 31, 2024 and 2025, respectively. We plan to
continue strengthening our technical capabilities, which requires significant capital and time. We
cannot guarantee our ability to develop, improve, or adapt to new technologies, successfully
identify new opportunities, bring new or enhanced products to market, or secure adequate
intellectual property protection in a timely and cost-effective manner. Failure to do so could render
our previous efforts obsolete, reduce the competitiveness of our platforms and candidates, and
adversely affect our business.
Given limited financial and managerial resources, we focus our pipeline on specific research
programs and drug candidates for selected indications. This focus may lead us to forgo or delay
opportunities with other candidates or indications that may later prove more commercially viable
or likely to succeed. Our R&D spending on current and future programs may not result in
commercially successful products, and inaccurate evaluation of commercial potential could lead to
relinquishing valuable rights through licensing or over-allocating internal resources, which could
negatively affect our business, results of operations, and prospects.
RISK FACTORS
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Developing drugs through clinical trials is lengthy, costly and uncertain. Outcomes from
earlier studies may not accurately predict future trial results. We may also face unforeseen
challenges in conducting clinical trials and commercializing our drug candidates in a timely
manner.
As of the Latest Practicable Date, our Core Product, Key Product and several other drug
candidates were undergoing clinical or pre-clinical trials in China. Successful completion of these
trials is essential for obtaining NDA or similar approvals from regulatory bodies like NMPA, which
is necessary for commercializing our drug candidates. Clinical trials are expensive, complex, and
can take years to complete with no guarantee of success. Failure can occur at any stage which will
materially and adversely affect our business, financial condition, and results of operations.
Unexpected events during, or as a result of, clinical trials may delay or prevent regulatory
approvals. Such unexpected events may include regulators denying trial authorization; insufficient
or slower patient enrollment; higher patient drop out rates; inability to agree with or rely on
third-party contractors; trial suspension or termination due to non-compliance, lack of clinical
response, unacceptable safety risks, or other unexpected characteristics; higher than anticipated
clinical trial costs; and manufacturing issues affecting supply and quality of drug candidates. If
additional clinical trials or testing are required, or if we are unable to successfully complete trials,
or if results are not positive or raise safety concerns, we may face delays or denial of regulatory
approvals. We could also obtain approval for narrower indications than intended, have the drug
removed from the market, be subject to additional post-marketing testing, face restrictions on drug
distribution or use, or unable to obtain reimbursement.
Potential difficulties in recruiting appropriate participants for our clinical trials could extend
our clinical development timeline and our progress could be adversely affected.
The successful and timely execution of our clinical trials depends on our capacity to enroll and
retain a sufficient cohort of patients until conclusion of the clinical trials. While we experienced no
material enrollment difficulties during the Track Record Period, future trials are subject to potential
recruitment challenges stemming from various sources. Stringent patient eligibility criteria, as
defined within our trial protocols, may limit the pool of eligible participants, potentially hindering
our ability to secure and maintain the required patient numbers. Furthermore, our clinical trials may
encounter competition from trials evaluating drug candidates targeting similar therapeutic areas.
This competitive landscape could reduce the availability of suitable patients, as potential
participants may opt to enroll in competing trials. Even if we successfully enroll the necessary
patient numbers, delays in enrollment could lead to increased operational costs and negatively
impact the planned trial timelines and overall outcomes. Such delays could impede the progress of
our clinical trials and ultimately affect our ability to advance the development of our drug
candidates.
The occurrence of adverse events or unfavorable side effects related to our investigational
drugs may interrupt or prolong clinical development, delay regulatory authorization, restrict
approved product labeling, or result in significant post-approval complications.
Adverse events stemming from our drug candidates pose significant risks to our clinical
development and regulatory prospects. Such events could lead to the interruption, delay, or
termination of clinical trials by us or regulatory authorities, and may result in a more restrictive
product label or the denial or delay of regulatory approval. Should clinical trial results reveal an
unacceptably high incidence or severity of adverse events, trials could be suspended or terminated,
and regulatory bodies could halt further development or deny approval for any or all targeted
indications. Furthermore, adverse events could negatively impact subject recruitment, the ability of
enrolled subjects to complete trials, and potentially lead to product liability claims. Even after
regulatory approval, the identification of undesirable adverse events could trigger a range of
significant negative consequences. Regulatory authorities could interrupt or delay ongoing clinical
trials, and we may suspend, delay, or alter the development or marketing of our drug candidates.
Authorities may also halt further development or deny approval for specific indications based on
unacceptable adverse event profiles. Existing approvals could be withdrawn or licenses revoked,
either by regulatory authorities or our own decision. Label warnings may be expanded, or other
limitations imposed on approved drugs. Risk evaluation and mitigation strategies may be required
or expanded, and post-market studies could be mandated. Litigation and liability for harm to
patients could arise. Finally, patient enrolment may be insufficient or slower than anticipated,
patient dropout rates may increase, and clinical trial costs could substantially exceed projections.
RISK FACTORS
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We may pursue accelerated approval pathways with regulatory authorities by using data from
our registration trials for marketing approval applications. If these expedited routes are not
accessible, we may be required to conduct more extensive clinical trials than anticipated,
which could increase development costs and impact our competitive market position.
Regulatory authorities like NMPA and their counterparts may grant accelerated approval for
drug candidates demonstrating a significant therapeutic advantage over existing treatments for
serious or life-threatening conditions. This decision hinges on evidence that the drug impacts a
surrogate or intermediate clinical endpoint reasonably predictive of clinical benefit, such as a
positive therapeutic effect on irreversible morbidity or mortality. Accelerated approval is considered
when a new drug offers a clinically meaningful improvement from a patient and public health
perspective, even if not a direct therapeutic advantage. We will actively seek feedback from
regulatory bodies to assess the viability of pursuing accelerated approval. However, there is no
guarantee that regulatory authorities will agree with our chosen surrogate or intermediate clinical
endpoints. We may also choose not to pursue accelerated approval despite initial considerations.
Furthermore, acceptance for filing and the granting of expedited review or approval for any
application are not assured. Failure to secure accelerated approval or other expedited pathways
could prolong commercialization timelines, increase development costs, and weaken our
competitive market position. Even with accelerated approval based on a surrogate endpoint, a
post-approval clinical trial to confirm clinical benefit is typically required. Failure to demonstrate
this benefit may lead to the drug’s removal from the market. In China, regulations stipulate that if
post-approval research fails to prove the benefits outweigh the risks or if required research is not
completed within the specified timeframe, the NMPA may revoke the drug registration certificate.
Our drug candidates’ future commercial success depends on gaining market acceptance within
the medical community, including physicians, patients and other stakeholders.
Even with regulatory approval, the commercial success of our drug candidates is not assured
and depends heavily on market acceptance by physicians, patients, third-party payers, and other
stakeholders. Failure to achieve sufficient acceptance could prevent us from generating adequate
revenue and achieving profitability. This acceptance will be influenced by several factors, including
the perceived advantages of our drugs over existing treatments, the severity and prevalence of side
effects, labeling requirements from regulatory bodies like NMPA, the timing of market entry
relative to competitors, the cost of treatment, the resources required for physician administration,
reimbursement availability, approved clinical indications, physician and patient perceptions of
safety and efficacy, patient willingness to pay out-of-pocket, ease of administration compared to
alternatives, and the effectiveness of our commercialization efforts. Furthermore, even if initial
market acceptance is achieved, it may not be sustained if newer, more effective, or more
cost-efficient treatments emerge. Failure to gain or maintain market acceptance would impose
material adverse effect on our business, financial condition, operating results, and future prospects.
Even if successfully commercialized, some drug candidates may not achieve sufficient sales
volume to generate profit, due to potentially smaller-than-expected market size and demand.
The success of our ongoing and future R&D progress hinges on realizing sufficient market
potential for our drug candidates. While we invest significantly in developing strategies for specific
indications, the ultimate commercial viability of these products is subject to several key variables.
The size of the addressable market will be determined by factors such as acceptance within the
medical community, patient access to our therapies, our pricing strategies, and the availability of
adequate reimbursement. Furthermore, the actual patient population may differ from our initial
estimates. This could be due to a variety of reasons, including evolving epidemiological data,
challenges in identifying and accessing eligible patients, or patient preferences regarding treatment
options. Changes in the estimated incidence or prevalence of the targeted diseases, as revealed by
new studies, could also impact the market size. These factors, individually or collectively, could
have a material adverse effect on our business, financial condition, and operational results.
Patient non-adherence to the recommended treatment protocols, including continuous dosing,
combination therapy, and pre-treatment, may diminish therapeutic outcomes and reduce
sales.
Achieving optimal therapeutic outcomes is influenced by a multitude of patient-specific
factors, including adherence to prescribed treatment regimens. If patients do not consistently follow
the recommendations regarding continuous dosing, co-administration of therapies, or pre-treatment
protocols, the resulting therapeutic effect may be compromised. This could lead to a reduction in
our anticipated sales. Furthermore, the ease at which patients can adhere to and manage their
medication schedule represents a potential challenge that could also impact treatment success and
market adoption.
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Data and information obtained through our R&D process, if inaccurate or incomplete, could
negatively impact our business, reputation, financial condition, and operational results.
Data integrity is paramount to our drug development process. We meticulously collect,
analyze, and manage data from pre-clinical studies and clinical trials, including extensive
information gathering on promising drug candidates. A significant challenge lies in the inherent
nature of healthcare data, which is often fragmented, inconsistently formatted, and incomplete.
These factors can compromise the overall quality of the data we collect and access.
We may encounter data quality issues that could materially impact our ability to successfully
develop our drug candidates, thereby imposing material adverse effect on our business, reputation,
and future prospects. Our pursuit of regulatory approvals requires strict adherence to complex data
processing and validation regulations when managing and submitting data to governmental
authorities. Even with these safeguards, interim clinical trial data remains subject to change as more
patient data becomes available and undergoes audit and verification. Such changes could expose us
to potential liability related to data handling practices. Furthermore, the adequacy of our clinical
trial insurance coverage is crucial, as uninsured or under-insured claims could significantly harm
our financial condition and operational results. We also rely on third-party CROs for data
management in some of our studies. Their performance directly impacts the integrity of our clinical
trial data, and any deficiencies in their data accuracy or completeness could compromise our
regulatory responsibilities. For further discussion of these risks, see “Risks Relating to Our
Reliance on Third Parties” in this section.
While we may release interim and preliminary findings of our clinical trials, these are subject
to audit and verification procedures and the incorporation of further patient data, which
could lead to material alterations in the final data.
We may periodically release preliminary data from our pre-clinical studies and clinical trials.
This data represents an initial analysis based on the information available at that time and is subject
to change upon more comprehensive review. Our analyses also involve assumptions, estimations,
and calculations that may not be fully validated due to the evolving nature of the data.
Consequently, publicly reported preliminary results may differ from future results of the same
studies. Subsequent data analysis may lead to different conclusions or qualifications of the initial
findings. Furthermore, preliminary data is subject to audit and verification processes, which could
result in material discrepancies between preliminary and final data. Therefore, preliminary data
should be interpreted cautiously until final results are available. We may also disclose interim data
from our ongoing clinical trials. Such data is inherently subject to change as participant enrolment
progresses and more data becomes available. Adverse differences between interim and final data
could impose material adverse impact on our business prospects. Moreover, the disclosure of
interim data, whether by us or our competitors, could lead to volatility in the price of our shares.
In addition, our assumptions, estimates, calculations, and conclusions may not be universally
accepted or agreed upon. Others may interpret or weigh the importance of data differently, which
could impact the perceived value of our programs and the approvability or commercialization of our
drug candidates.
We are subject to key person risk associated with Dr. Sun, our co-founder and executive
Director, whose industry insights and vision have been instrumental to our development. If Dr.
Sun were to reduce his involvement with us or become unable to continue in his current
capacity, our business, financial position, and results of operations may be materially and
adversely affected.
Our business operations are subject to key person risk due to our reliance on Dr. Sun’s
scientific expertise and strategic leadership. Dr. Sun is responsible for guiding and overseeing our
overall R&D strategy, including the development of our methodological framework and the
provision of strategic guidance to our R&D team. In addition, Dr. Sun was involved in key
decision-making at the project initiation stage for our Core Product, and provided direction on
antibody screening, engineering modifications and druggability assessments. While Dr. Sun remains
actively engaged in our operations and strategic direction, we cannot provide assurance regarding
his continued availability or capacity to serve in his current role over the long term. Although we
have undertaken succession planning initiatives and have sought to build institutional knowledge
and capabilities, if Dr. Sun were to reduce his involvement with our operations and strategic
direction in the future, our R&D programs, our ability to execute on our strategic objectives, and
our business, financial position, and results of operations could be affected.
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We may expand into overseas markets with significant demand for our drug candidates
through partnerships and licensing; however, these initiatives involve risks such as rising
costs, political instability, and regulatory challenges, potentially affecting profitability and
exposing us to global business risks.
Our growth strategy may include overseas markets, where we see significant demand for our
drug candidates. We may partner with reputable local entities to enhance the global value of our
offerings and explore licensing and co-development opportunities with multinational companies
while expanding our global clinical programs. However, these initiatives carry risks that could
affect our profitability, including increased costs and management focus on licensing agreements,
political and economic instability, varying regulatory standards for drug approvals, and challenges
in enforcing contracts. Additionally, we face weaker intellectual property protection, sudden
changes in tariffs and regulatory conditions, currency exchange rate volatility, compliance with tax
and labor laws for international employees, and potential business interruptions from geopolitical
events or natural disasters. These risks may materially and adversely affect our ability to generate
revenue and sustain profitability in international markets.
Our activities in drug discovery, development, and commercialization may expose us to
potential liabilities, particularly product liability claims or lawsuits, that could result in
significant financial obligations.
Our clinical trials and the potential commercialization of our drug candidates, both
domestically and internationally, expose us to inherent product liability risks. We may face lawsuits
alleging defects, failure to warn, negligence, or breach of warranty if our drugs cause or are
perceived to cause harm or are deemed unsuitable. Successfully defending against such claims, even
if achieved, would require significant financial and management resources. Such liability claims
could negatively impact demand for our drug candidates, damage our reputation, lead to clinical
trial disruptions, and trigger investigations. Furthermore, we could incur substantial costs defending
litigation, diverting management’s time and resources. Adverse outcomes may include monetary
awards, product recalls, marketing restrictions, revenue loss, depletion of insurance and capital,
inability to commercialize drug candidates, and a decline in our share price. Maintaining adequate
and affordable insurance cannot be guaranteed. If uninsured or underinsured product liability claims
are successful, our assets might be insufficient to cover them, impairing our business operations and
potentially having a material adverse effect on our financial condition and results of operations.
Our ability to generate product sales revenue depends on establishing and managing a robust
sales network and maintaining sufficient sales and marketing capabilities, either
independently or through strategic partnerships. Failure to achieve this may hinder market
awareness and product sales, and materially impacting our financial performance.
As a company that has yet to launch and commercialize a drug candidate, our ability to
successfully do so involves considerable risk, extended timelines, and significant costs compared
to companies with established commercialization experience. We face competition from numerous
companies with existing commercialization teams and extensive sales and marketing operations.
Our limited experience in these areas may hinder our ability to compete effectively. To distribute
our products globally in the long term, we will compete with other pharmaceutical companies to
recruit and retain qualified personnel. If we are unable or choose not to develop internal
capabilities, we will likely seek collaborative arrangements for sales and marketing. However,
securing and maintaining effective collaborations is not guaranteed, and our revenue would depend
on the efforts of third parties over whom we have limited control, potentially resulting in lower
product sales revenue than if we commercialized our drugs ourselves. We will also face competition
in finding suitable third-party collaborators. Therefore, there is no assurance that we can
successfully develop and maintain in-house sales and commercial distribution capabilities or
establish and maintain effective third-party collaborations to commercialize any product. This could
materially affect our ability to generate product sales revenue.
We may not be able to maintain effective quality control over our drug products.
Our products quality, including drug candidates for R&D, will depend significantly on the
effectiveness of our quality control, which are influenced by the production processes, equipment
reliability, the capabilities of CDMOs we engage and our ability to ensure their compliance with our
protocol. We cannot guarantee that our quality control and assurance processes will always
effectively prevent or resolve deviations from our quality standards, nor can we ensure that our
standard operating procedures will be complete or up-to-date at all times. Any substantial failure or
decline in our quality control and assurance protocols or standard operating procedures could render
products unusable, disrupt the audit of our processes, and/or negatively impact our market
reputation and business relationships. Therefore, these circumstances may have a material and
adverse effect on our business, financial condition and results of operations.
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The presence of illegal or counterfeit pharmaceutical products could diminish demand for our
drug candidates and negatively impact our reputation and business.
The illegal import of similar or competing products from countries with lower prices due to
government controls or market dynamics may adversely affect demand for our future approved drug
candidates, impacting sales and profitability in our target markets. Furthermore, cross-border
parallel imports from lower-priced to higher-priced markets could harm sales and exert pricing
pressure. Legislations or regulations increasing consumer access to lower-priced imported
medicines could materially and adversely affect our business. Counterfeit pharmaceutical products
can quickly erode demand for our drug candidates. Counterfeit products are unlikely to meet our
rigorous standards and may harm patients. Our reputation and business could suffer due to
counterfeit products sold under our brand. Additionally, theft of inventory, improper storage, and
sales through unauthorized channels could compromise patient safety and negatively impact our
reputation and business.
Unfavorable medical guidelines and studies could reduce market acceptance and commercial
success of our drug candidates, potentially undermining our business.
The market acceptance and commercial success of our drug candidates could be significantly
impacted by guidelines, recommendations, and studies published by various entities. These include
government agencies, professional societies, practice management groups, private health and
science foundations, and organizations dedicated to specific diseases. Should these publications
present our drug candidates unfavorably, either directly or in comparison to competing products, it
could lead to a decline in their use, sales, and subsequent revenues. A key element of our strategy
involves educating healthcare providers and patients about the advantages of our drug candidates.
However, the effectiveness of these educational initiatives could be compromised by negative
guidelines, recommendations, or studies issued by third-party organizations, potentially hindering
the adoption and market penetration of our products.
Evolving national, provincial, and third-party drug reimbursement practices, along with drug
pricing policies and regulations, present ongoing uncertainties that could materially affect our
business operations and financial performance.
The commercial success of our drug candidates is significantly dependent on obtaining
sufficient reimbursement from government health authorities, private insurers, and other third-party
payers, whose policies vary substantially across international markets. These payers often control
costs by limiting coverage and reimbursement, and regularly update their reimbursement lists,
potentially impacting the financial viability of our products, even after regulatory approval. There
is no guarantee that reimbursement will be available for any drug we commercialize. Regulatory
approval, pricing, and reimbursement processes for new therapeutics vary significantly across
countries. Some nations mandate price approval before marketing authorization. Even after initial
approvals, many markets maintain ongoing governmental control over pharmaceutical pricing.
Consequently, while we may secure regulatory approval in a specific country, subsequent price
regulations could delay commercial launch and negatively impact revenue potential. Uncertain
pricing limitations could also impede our ability to recoup investments in drug candidates, even
after regulatory approval. Limited or absent reimbursement could significantly impact demand and
pricing, particularly for drugs administered under medical supervision. Difficulties in obtaining
adequate reimbursement could hinder successful commercialization. Delays in reimbursement
approval are possible, and coverage may be narrower than the approved indications. Furthermore,
eligibility for reimbursement does not guarantee coverage in all cases or at rates sufficient to cover
our costs. Interim payments may be insufficient and subject to change.
In China, the National Healthcare Security Administration and the Ministry of Human
Resources and Social Security, together with other government authorities, regularly review the
inclusion or removal of drugs from China’s National Drug Catalog for Basic Medical Insurance,
Work-related Injury Insurance and Maternity Insurance (ڭ
ͦ፽), or the NRDL. The NRDL determines a pharmaceutical product’s reimbursable
amounts for program participants under the National Medical Insurance Program (the “ NMIP ”).
Under the NMIP , patients are entitled to full or partial reimbursement of costs for pharmaceutical
products listed in the NRDL. A pharmaceutical product’s inclusion in or exclusion from the NRDL
will significantly affect the demand for such product in China. There is no assurance that any of our
future approved drug candidates will be included in the NRDL. The inclusion of pharmaceutical
products by relevant authorities into the NRDL is based on a variety of factors, including efficacy,
safety and price. In addition, the PRC government has implemented significant reforms of the
pharmaceutical industry in recent years and may enforce additional measures in the future, which
may adversely affect our pricing strategy for our pharmaceutical products. Furthermore, the PRC
government has undertaken substantial reforms in the pharmaceutical sector in recent years and may
impose additional regulations in the future, which could negatively impact our pricing strategy for
pharmaceutical products.
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In certain global markets, the lack of a uniform reimbursement policy necessitates a
payer-by-payer approach, requiring extensive data submission with no guarantee of adequate
coverage or profitable reimbursement rates. High co-payments and inadequate reimbursement for
long-term follow-up evaluations could deter patient use, especially considering the potentially
higher costs of our therapies. Increasing demands for discounts and price challenges from payers
further complicate the landscape. Failure to secure adequate reimbursement could hinder our ability
to commercialize our drug candidates successfully. Delays in reimbursement, coverage limitations,
and insufficient payment rates pose additional risks. Payment rates may be benchmarked against
lower-cost alternatives or incorporated into existing service payments, and net prices may be
reduced by required rebates. Consequently, our inability to secure timely and profitable
reimbursement could materially and adversely affect our business, operating results, and overall
financial condition.
We lack extensive experience in the commercial production of pharmaceutical products, and
our business could be materially and adversely affected if we encounter problems in
manufacturing our future drug products, especially due to our reliance on third-party CDMOs
for future manufacturing in product commercialization.
We lack extensive experience in the manufacturing of pharmaceutical products, a process that
demands considerable expertise and significant capital investment, particularly due to stringent
regulatory requirements. Potential issues in manufacturing may arise from various sources,
including: (i) equipment malfunctions; (ii) non-compliance with established protocols and
procedures; (iii) changes in product specifications; (iv) poor quality or inadequate supply of raw
materials; (v) delays in constructing new facilities or expanding existing ones; (vi) regulatory
restrictions affecting production sites and capacity; (vii) modifications in the types of products
manufactured; (viii) advances in manufacturing techniques; (ix) physical limitations impacting
continuous supply; and (x) environmental factors, including natural disasters.
If manufacturing problems occur in the production of future products, we may need to discard
entire batches, causing production delays, increased costs, lost revenue, and damage to customer
relationships. Investigating these issues will also incur time and expense. Additionally, if defects are
not identified before market release, we could face recall and product liability costs. Our reliance
on CDMOs further complicates our manufacturing risk profile. We depend on CDMOs to produce
our clinical drug candidates and anticipate continuing this reliance for approved drugs. Any failure
on its part to provide sufficient quantities or meet quality standards could adversely affect our
business. The future quality of our commercially manufactured drugs will largely depend on the
effectiveness of our quality control and assurance processes. This effectiveness relies on various
factors, including the production processes, equipment reliability, staff quality, training programs,
and compliance with our quality protocols. We cannot guarantee that our quality control measures
will consistently prevent deviations from our standards or that our operating procedures will always
be complete or current. Significant failures in these areas could render our products unsuitable for
use, violate current GMP , and damage our reputation and partnerships, ultimately having a
materially adverse impact on our financial condition and operational results.
Our expansion strategy and business activities in the Chinese mainland may be influenced by
the interests of our Taiwanese Shareholders, who may need to obtain approval from the DIR
for investments in the Chinese mainland.
According to the Approval of Investment Regulations, any Taiwanese individual or any entity
incorporated in Taiwan must obtain approval from the DIR for investing in the Chinese mainland
in advance or within the prescribed time limit. For details, please refer to “Regulatory Overview —
Approval of Investment Regulations” of this prospectus. Our Taiwanese Shareholders have failed
to obtain prior approval from the DIR for their direct interest and indirect interest in PRC entities.
For details, please refer to “Relationship with our Controlling Shareholders — Non-compliance
incidents concerning our Controlling Shareholders — Taiwan Investment Incidents”. We cannot
assure that the current practices and policies of the DIR will remain unchanged in the future. Any
modifications to these practices or policies may impact prospects of our Taiwanese Shareholders,
including Dr. Sun and Ms. Chow, to obtain approval from the DIR. If the Company undertakes any
equity capital increase and any Taiwanese Shareholder intends to subscribe, such Taiwanese
Shareholder may be unable to subscribe on a pro rata basis if such subscription would cause
Taiwanese Shareholder to exceed the Annual Investment Quota, or if any Taiwanese Shareholder is
unable to secure approval from the DIR, which may result in a reduction of their shareholding
percentage in the Company. This may have an adverse effect on the stability of our long-term equity
structure.
Pursuant to the Act Governing Relations between the People of the Taiwan Area and the
Mainland Area (ૢԷ), only the Taiwanese Shareholders would be
subject to penalties, while our Group would not be penalized. Any penalties for violation of the
Approval of Investment Regulations for our Taiwanese Shareholders’ investments in our Company
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would be directed at the violating Taiwanese Shareholder(s), and any penalties for such breach will
be more than NTD50,000 but less than NTD25 million. Any non-compliance with the Original
Quota or Annual Investment Quota by our Taiwanese Shareholders, or failure by our Taiwanese
Shareholder(s) to secure approval from the DIR for their investment in our Company, may result in
a need to consider alternative methods for implementing our expansion plan. This process could
require additional time and may have an impact on business operations. Any future change of
practices and policies of the DIR may affect our Taiwanese Shareholders’ investment in China.
RISKS RELATING TO OUR RELIANCE ON THIRD PARTIES
Our drug development relies on collaborations with third-party partners, including those
providing pre-clinical study and clinical trial support. Failure of these partners to fulfill their
contractual obligations could impede our ability to secure regulatory approvals and
commercialize our drug candidates.
Our drug development process relies on collaborations with third-party CROs, SMOs and
CDMOs, including data monitoring and management in pre-clinical and clinical programs. While
we retain ultimate responsibility for ensuring that all studies adhere to necessary protocols, legal
and regulatory requirements, and scientific standards, our partnerships with CROs, SMOs and
CDMOs do not relieve us of our own regulatory obligations. Compliance with Good Clinical
Practice (“ GCP”) regulations, enforced by authorities such as the NMPA, is mandatory for us, our
CROs, SMOs and CDMOs. Any failure to adhere to GCP could compromise the reliability of
clinical data, potentially requiring additional clinical trials before regulatory approval can be
considered. Furthermore, our pivotal clinical trials depend on products manufactured in accordance
with GMP regulations, and any deviation could force us to repeat trials, thereby delaying the
approval process.
Potential disruptions in our relationships with these CROs, SMOs and CDMOs pose a
significant risk. If we are unable to secure alternative arrangements with other CROs, SMOs and
CDMOs on commercially reasonable terms or within a suitable timeframe, our development
timelines could be severely impacted. Because CROs, SMOs and CDMOs are not our employees,
our ability to control the time and resources they dedicate to our programs is limited to the
contractual remedies available to us. Should CROs, SMOs or CDMOs fail to fulfill their contractual
duties, miss expected deadlines, or compromise data quality due to protocol deviations or regulatory
non-compliance, our clinical trials could face extensions, delays, or even termination. This, in turn,
could impede our ability to obtain regulatory approval and successfully commercialize our drug
candidates. Errors or mistakes in experimental operations by our CROs, SMOs and CDMOs could
also have a detrimental impact on our drug development projects. These challenges could adversely
affect our operational results and commercial prospects, increase our costs, and delay our potential
for revenue generation. The process of switching to or adding new CROs, SMOs or CDMOs can
introduce additional costs and delays, and potentially affecting our ability to meet our clinical
development timelines. There is no guarantee that we will not face similar challenges in the future,
and these delays could have a material adverse effect on our business.
Our reliance on CDMOs for the production and testing of drug candidates supplied for clinical
use exposes us to certain risks, including, but not limited to, the following: (i) our CDMOs may
have limited capacity, which may affect the timeline for conducting clinical trials of our drugs; (ii)
our CDMOs are subject to periodic inspections and other government regulations by the NMPA or
other comparable regulatory authorities, including to ensure strict compliance with the GMP . We do
not have full control over our CDMOs’ compliance with these regulations and requirements; (iii)
our CDMOs might be unable to timely perform our agreed tasks and may affect our clinical trial
timeline and will ultimately affect our overall commercialization timeline; (iv) our CDMOs may not
be able to execute our procedures and other logistical support requirements appropriately, or may
otherwise fail to perform as agreed; (v) our CDMOs may fail to adequately secure, protect,
maintain, defend, or enforce our intellectual property rights. Furthermore, they may misuse our
intellectual property or proprietary information, leading to litigation that could jeopardize or
invalidate our assets or expose us to potential liability; (vi) our CDMOs may infringe,
misappropriate, or otherwise violate the patent, trade secret, or other intellectual property rights of
third parties; (vii) our CDMOs may terminate their agreements with us; and (viii) the services
provided by our CDMOs may not be readily provided by other CDMOs.
The success of our future revenue streams is intrinsically linked to our ability to collaborate
effectively with partners in developing our drug candidates and securing regulatory approvals.
These collaborations are vital for successfully bringing our drug candidates to market and ensuring
their commercial success. We rely on these partners for various aspects, including R&D, clinical
trials, management of regulatory filings and approvals, and commercialization efforts. Because we
do not have direct control over our collaboration partners, we cannot guarantee that they will
adequately and promptly fulfill their obligations. If these partners fail to successfully complete the
necessary studies, our ability to obtain regulatory approval could be delayed, adversely affected, or
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even prevented. We cannot guarantee the satisfactory performance of any of our collaboration
partners, and any breach or termination of agreements could hinder our ability to successfully
commercialize licensed drugs, which could materially and adversely affect our business, financial
condition, cash flows, and results of operations.
Finally, we depend on third parties to conduct specific tests on our drug candidates before they
are administered to patients. If these tests are not performed correctly or if the resulting data is
unreliable, patients could be exposed to serious harm, and regulatory authorities could impose
significant restrictions on our Company until the deficiencies are resolved.
If we cannot maintain or develop clinical collaborations and relationships with principal
investigators, KOLs, physicians and other industry experts, our clinical development and
future marketing of our products could be adversely affected.
Our collaborations with principal investigators, KOLs, physicians, and other industry experts
are integral to our R&D and marketing efforts. We have established channels of communication
with these stakeholders to obtain direct insights into trends in clinical practice. This approach is
essential for developing drugs that meet market demands effectively. We aim to enhance
collaborations with KOLs, top hospitals, and academic institutions, both in China and globally, to
ensure timely access to research and support for our existing and future pipeline. Nonetheless, we
cannot ensure that we will be able to sustain or enhance our clinical collaborations and relationships
with principal investigators, KOLs, physicians, and other industry professionals. Furthermore, our
endeavors to maintain or strengthen these connections may not necessarily result in the successful
development and commercialization of new products. Industry participants may transition out of
their positions, alter their business or practice areas, opt to discontinue collaboration with us, or
decide to collaborate with our competitors instead. The market insights and perceptions they
provide, which we consider in our R&D process, may occasionally be inaccurate and result in the
creation of products with limited market potential. Even if their insights and perceptions are
accurate, we may not succeed in developing commercially viable products. Industry participants
might cease their collaboration with us or choose not to attend our conferences, and our marketing
strategy may fail to produce results proportionate to our efforts spent. If we are unable to develop
and maintain our relationships with industry participants as anticipated, our business, financial
condition and results of operations may be materially and adversely affected.
Our drug development relies on a consistent supply of high-quality materials and
manufacturing equipment from our suppliers. Disruptions to this supply chain or significant
increases in the cost of these essential resources could have a material adverse effect on our
business.
We rely on suppliers for the provision of raw materials, equipment, and products utilized in
our R&D activities, and we anticipate this reliance will continue throughout the research,
development, and commercialization phases of our drug candidates. Any disruption in production
or the inability of our suppliers to meet our quantity requirements could adversely affect our
operations and R&D progress. As we expand our business and commercialize our drug candidates,
our demand for these materials is expected to increase, but there is no guarantee that our current
suppliers will have the capacity to meet this growing demand. We also face the risk of increased
costs, which we may not be able to pass on to customers, potentially reducing our profitability.
Furthermore, there is the possibility of unidentified quality issues with raw materials and products
before they are used in manufacturing. We cannot guarantee that our suppliers will maintain or
renew all necessary licenses, permits, and approvals, or comply with all applicable laws and
regulations. Failure to do so could lead to interruptions in their operations, resulting in shortages
of raw materials and products for us, causing delays in clinical trials and regulatory filings, or even
leading to product recalls. Suppliers’ non-compliance could also expose us to potential product
liability claims, result in our failure to comply with ongoing regulatory requirements, and cause us
to incur significant costs, all of which could have a material adverse effect on our business,
financial condition, and results of operations.
We may fail to realize the anticipated benefits of collaborations, alliances, or licensing
arrangements, and disputes may arise with current or future partners.
To enhance our development and commercialization efforts, we may pursue collaborations,
licensing arrangements, strategic alliances, joint ventures, or other collaborative opportunities,
including in-licensing arrangements with third parties whose offerings complement our own. For
example, during the Track Record Period, we have engaged CDMOs for providing clinical sample
preparation, pre-marketing research, and post-marketing commercial production services for our
products. These relationships may require us to incur non-recurring expenses and increase both our
short- and long-term expenditures, as well as potentially disrupt our management and business
operations. Our strategic collaborations involve inherent risks. We may not realize the anticipated
revenue and cost synergies, which are subject to business, economic, and competitive uncertainties
RISK FACTORS
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and contingencies, many of which are unpredictable and beyond our control. Even if achieved,
synergies may not materialize within the expected timeframe. Furthermore, the benefits of these
collaborations may be offset by associated costs, increased expenses, operating losses, or unrelated
business challenges. Consequently, there is no assurance that these synergies will be realized.
Our business may be subject to risks associated with supplier concentration.
Our supply chain exhibits moderate concentration, with purchases from our five largest
suppliers in each year during the Track Record Period accounting for 51.65% and 41.15% of total
purchases in 2024 and 2025, respectively. We cannot guarantee that our current suppliers will
continue to provide supplies and services at prices and on terms acceptable to us. This moderate
reliance on a limited number of suppliers may expose us to certain risk of unexpected price
increases or supply shortages, which could have an adverse effect on our business, financial
condition, and results of operations.
RISKS RELATING TO OUR INTELLECTUAL PROPERTY RIGHTS
The successful development and commercialization of our drug candidates is heavily reliant on
obtaining and maintaining adequate global intellectual property protection. Should our
intellectual property rights be inadequate in scope, competitors could directly challenge our
market position, thereby imposing a material adverse effect on the development and
commercialization of our products.
Our success is significantly dependent on our ability to protect our proprietary technology and
drug candidates from competition through robust intellectual property rights, particularly patents.
We actively pursue patent protection for commercially important technologies and drug candidates
in various jurisdictions, including the PRC. However, the patent application process is costly and
time-consuming, and we may face challenges in filing and prosecuting all necessary or desirable
patent applications within reasonable timeframes or at acceptable costs.
There is no guarantee that our patent applications will be approved. Furthermore, we may fail
to identify patentable aspects of our R&D efforts in time to secure patent protection. Consequently,
we may be unable to prevent competitors from developing and commercializing competing products
across all relevant fields and territories. Patents may be invalidated, and applications rejected, due
to deficiencies in the applications themselves or due to a lack of novelty or inventiveness in the
underlying technology. We utilize non-disclosure and confidentiality agreements, or include such
clauses in agreements with parties accessing confidential or patentable aspects of our R&D.
However, violations of these agreements could negatively affect our ability to obtain patent
protection. Additionally, under PRC patent law, reporting requirements to the China National
Intellectual Property Administration (“ CNIPA”) regarding foreign patent applications for
inventions made in China are mandatory; failure to comply could result in denial of patent rights
in China. These factors could materially and adversely affect our competitive position, business,
financial condition, results of operations, and prospects.
The success of our patent applications is not guaranteed. Any patent rights granted to us or
our licensing partners are subject to potential challenges and subsequent invalidation which
could impact our ability to commercialize our products and technologies.
The process of obtaining and enforcing patent rights is complex and is subject to considerable
uncertainty. There is no assurance that our current or future patent applications, whether owned or
in-licensed, will result in issued patents. Even if patents are granted, their scope and form may not
provide meaningful protection against competitors or offer a substantial competitive advantage. The
breadth of claims within a patent application can be significantly reduced prior to issuance, and
interpretations of patent scope can evolve after issuance. Furthermore, changes in patent laws or
their interpretation in China and other jurisdictions could diminish the value or narrow the scope
of our patent protection.
Even after a patent is granted, its inventorship, scope, validity, and enforceability remain open
to challenge. Our patent rights, therefore, are subject to potential disputes in courts and patent
offices across various jurisdictions, including China. For instance, if we or a licensor initiates legal
action to enforce a patent, the defendant could counterclaim that the patent is invalid or
unenforceable. Such challenges to validity could be based on arguments that the patent fails to meet
statutory requirements such as novelty, non-obviousness, adequate description, or enablement.
Unenforceability claims might allege that material information was withheld or misleading
statements were made during the patent prosecution process. Furthermore, third parties may initiate
patent invalidity claims before administrative bodies in China and other jurisdictions, even outside
the context of litigation, through mechanisms like re-examination, inter partes review, and
opposition proceedings. The outcome of these legal assertions is uncertain. These proceedings could
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lead to the revocation or amendment of our patents, potentially diminishing their ability to protect
our drug candidates. Even if a third party’s challenge is unsuccessful, our patent claims may be
interpreted in a way that limits our ability to enforce them.
Our ability to secure and maintain patent protection hinges on adherence to numerous
procedural requirements, including timely document submissions and fee payments,
mandated by governmental patent agencies. Failure to comply with these requirements could
result in the reduction or loss of our patent protection.
The protection afforded by our patents and patent applications is contingent upon strict
adherence to administrative and financial requirements. Periodic maintenance fees, renewal fees,
annuity fees, and other governmental fees are due to the CNIPA and other patent regulatory
authorities throughout the lifespan of a patent. These patent regulatory authorities also mandate
compliance with various procedural, documentary, and fee payment requirements during the patent
application and maintenance process.
Our licensed intellectual property is also subject to these requirements, and we depend on our
licensing agents to take the necessary actions to maintain these patents. Non-compliance with these
requirements can result in the abandonment or lapse of a patent or patent application, leading to the
partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events include
failure to respond to official actions, non-payment of fees, and failure to properly legalize and
submit formal documents.
The loss of patent rights due to non-compliance could allow our competitors to enter the
market, which would have a material adverse effect on our business.
We face the risk of becoming involved in intellectual property litigation, both as a plaintiff
seeking to protect or enforce our rights and as a defendant facing claims of infringement,
misappropriation, or other violations of third-party intellectual property rights. Such
litigation could be expensive, time-consuming, and ultimately unsuccessful, and potentially
adversely impacting our business operations.
The pharmaceutical industry is characterized by extensive litigation regarding patents and
other intellectual property rights. Commercial success for our drug candidates depends on our
ability to operate freely within the intellectual property landscape of the pharmaceutical industry.
This requires developing, manufacturing, marketing, and selling our products without infringing,
misappropriating, or violating the intellectual property rights of others. However, given the
industry’s litigious nature, we cannot guarantee that our drug candidates or their uses will not
infringe upon the patents or intellectual property rights of third parties. It is also possible that we
have not identified, or may in the future fail to identify, relevant patents or patent applications held
by third parties that cover our drug candidates. Moreover, published pending patent applications can
be amended, potentially extending their scope to cover our products or their use.
We may face allegations of infringing patent rights, misappropriating trade secrets, or
otherwise violating intellectual property rights. These claims could lead to litigation involving our
Company and/or parties for whom we have assumed indemnification obligations. Parties asserting
these claims may seek injunctive or equitable relief, which could impede our ability to continue the
development and commercialization of our drug candidates. Defending against such claims,
regardless of their underlying merit, would require significant financial resources for litigation and
divert the attention of key management and employees. Even with a strong conviction that
third-party intellectual property claims are without merit, the risk of an unfavorable court decision
persists. An adverse ruling could have a materially adverse effect on our ability to commercialize
our products and technologies. Obtaining licenses from third parties could involve the payment of
substantial license fees and royalties. However, such licenses may not be available on commercially
reasonable terms, or at all. Furthermore, even if we are successful in obtaining a license, it may not
grant us exclusive rights, potentially allowing our competitors to access to the same intellectual
property. The license agreement could impose significant ongoing financial obligations in the form
of licensing and royalty payments. Our inability to secure necessary licenses on acceptable terms
could prevent us from commercializing future approved drugs or even force us to cease certain
aspects of our business operations. Moreover, we could be held liable for significant monetary
damages, including the possibility of damages and lawyers’ fees, if we are found to have wilfully
infringed a third party’s patent.
According to the freedom-to-operate (“ FTO”) analysis conducted on our Core Product and
Key Product, there are currently no identified issued patents that would inhibit our ability to
conduct R&D or commercialization of these products in China. FTO analysis involves conducting
a comprehensive patent search to assess whether a company’s product is subject to existing patent
protections, and to evaluate the risk of potential infringement on current patents. Nevertheless, the
scope of FTO search may be extensive, and it is important to recognize that all patent databases
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possess inherent limitations. Patent applications typically remain unpublished for up to 18 months
from their earliest filing date, which means that earlier-filed, unpublished patent applications may
create an infringement risk. Therefore, we cannot guarantee that our FTO search and analysis have
exhaustively reviewed all the existing and future patents that potentially cover our products. There
may also be third-party patents or patent applications of which we are currently unaware. With the
growth of the pharmaceutical industry and more patents issued, the risk of our drug candidates
infringing others’ patents increases. FTO analysis is a complex process that requires considerable
expertise to assess the scope, validity, and enforceability of patents. There is no guarantee that a
court would concur with our assessment or rule in our favor on infringement matters, and legal
outcomes regarding patent infringement remain inherently unpredictable.
Irrespective of the outcome, defending against claims pertaining to patent infringement,
misappropriation of trade secrets, or other violations of intellectual property rights can be both
costly and time-consuming. Even if we are ultimately successful in our defense or reach an early
settlement, such litigation could have a significant and unanticipated adverse effect on our business.
We, our senior management and Directors may be involved in claims, disputes, litigation,
arbitration or other legal proceedings in the ordinary course of business.
We, our senior management or Directors may become party to claims, disputes, litigation,
arbitration or other legal proceedings arising in the ordinary course of our business. These may
concern issues relating to product liability, environmental matters, breach of contract, employment
or labor disputes and intellectual property rights. Involvement in claims, disputes, litigation,
arbitration or other legal proceedings may distract our senior management’s or Directors’ attention
and consume our time and other resources. Furthermore, any claims, disputes, litigation, arbitration
or other legal proceedings which are initially not of material importance may escalate due to the
facts and circumstances of the cases, the likelihood of winning or losing, the monetary amount at
stake and the parties concerned. If we cannot successfully defend ourselves against the claims, we
may incur substantial liabilities or be required to limit commercialization of our pipeline products.
In addition, negative publicity arising from claims, disputes, litigation, arbitration or other legal
proceedings may damage our reputation and adversely affect the image of our brands and products.
Priority or inventorship disputes could challenge our patents and intellectual property. If
unsuccessful, we may need to license technology from third parties on unfavorable terms, or
cease developing and commercializing certain drug candidates.
The integrity of our intellectual property is subject to potential claims from various sources.
We, or our collaboration partners, may face claims from former employees, collaboration partners,
or other third parties asserting an interest in our owned patents or other intellectual property. Such
claims could trigger interference proceedings or other priority, inventorship, or validity disputes.
An unfavorable outcome in these disputes could result in the loss of valuable intellectual property
rights, including the loss of patents, exclusive ownership, or the narrowing, invalidation, or
unenforceability of our patent claims. As a consequence, we may be required to obtain and maintain
licenses from third parties, including those involved in these disputes, to continue the development,
manufacture, and commercialization of one or more of our drug candidates. However, such licenses
may not be available on commercially reasonable terms, or at all, or they may be non-exclusive. If
we cannot obtain and maintain these licenses, we may need to modify or cease the development,
manufacture, and commercialization of one or more of our drug candidates. Even if we are
successful in an interference proceeding or other similar dispute, it could result in substantial costs
and divert the attention of our management and other employees.
We may engage third-party contractors, including CROs, to support our drug candidate R&D.
There is no assurance that these contractors will not transfer our drug candidates to other third
parties without our permission. Such unauthorized transfers could lead to the loss or restriction of
our intellectual property rights, thereby adversely impacting our ability to develop, manufacture,
and commercialize our drug candidates.
While we strategically pursue intellectual property protection for our drug candidates
worldwide, inherent limitations in global enforcement and varying legal standards create
vulnerabilities that could adversely affect our business.
The costs associated with securing and defending patent protection for our drug candidates
worldwide are substantial, and the legal frameworks governing intellectual property rights vary
widely across different jurisdictions. The scope and strength of intellectual property protection vary
significantly between countries and jurisdictions. One concern is the potential for competitors to
exploit these disparities. They may choose to operate in countries where we lack patent protection
or to export infringing products to markets where enforcement is weak. Such actions could directly
threaten the commercial viability of our drug candidates, and our intellectual property rights may
prove insufficient to prevent such activities. Legal systems in some jurisdictions do not strongly
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support the enforcement of patents, trade secrets, and other intellectual property, especially in the
biopharmaceutical sector, making it difficult to stop infringement. While we actively pursue
enforcement actions when necessary, such proceedings can be costly and may not always result in
commercially meaningful outcomes. These factors could materially and adversely affect our
business, financial condition, results of operations and prospects.
Even with successful patent protection for our drug candidates, the limited term of protection
raises the possibility that third parties could develop competing products after our patent
rights expire, potentially materially and adversely affecting our commercialization efforts.
Our business faces inherent risks related to the limitations of patent protection. A primary
concern is the finite lifespan of patents, typically 20 years for inventions, 10 years for utilities and
15 years for designs from the filing date in China. This means that our drug candidates will
eventually be subject to generic or biosimilar competition. The validity and enforceability of our
patents can be challenged by generic or biosimilar manufacturers through legal proceedings or
patent office actions. Successfully defending our intellectual property rights is not guaranteed, and
failure to do so could prevent us from exclusively developing or marketing the relevant drug
candidate. The expiration of existing patents and those that may issue in the future will limit our
ability to prevent competitors from commercializing similar products, potentially adversely
affecting our financial performance. Given the lengthy development and regulatory review process
for new drugs, patents may expire before or shortly after commercialization, further reducing our
competitive advantage.
Competitors may initiate legal or administrative proceedings to invalidate or limit the scope
of our patent claims. Successfully defending against these challenges is not assured, and an adverse
outcome could allow competitors to market competing products. The expiration of our patents,
combined with the possibility of successful challenges, could materially harm our competitive
position and financial performance. Some of our patents and patent applications may in the future
be co-owned with third parties. If we cannot obtain exclusive licenses to these co-owned patents,
our co-owners may license their rights to competitors. Enforcing these patents may require the
cooperation of our co-owners, which may not be guaranteed. These factors, in conjunction with the
inherent limitations of patent protection, could have a materially adverse effect on our business,
financial condition, results of operations and prospects.
Inadequate trademark protection could result in brand dilution, increased competition, and a
diminished ability to build name recognition, ultimately having a material adverse effect on
our business.
We currently possess issued trademark registrations and have pending applications; however,
these are susceptible to objections from governmental bodies or third parties, potentially hindering
registration or maintenance. There is no guarantee that pending or future trademark applications
will be approved, and we may face rejections during the registration process that prove
insurmountable. Furthermore, opposition or cancellation proceedings may be initiated by third
parties before the CNIPA, or similar agencies in other jurisdictions, challenging our trademarks’
validity. Unsuccessful trademark protection for our core brands could necessitate brand name
changes, thereby materially and adversely affecting our business. As our products mature, the
importance of trademarks in differentiating us from competitors will increase. Failure to prevent
infringement, dilution, or other violations of our trademark rights, or to counter unfair competition
or defamation, could have a material adverse effect on our business. We actively monitor and defend
our trademarks, but there is a risk that our trademarks or trade names may be challenged, infringed,
circumvented, declared generic, or found to infringe upon other trademarks. Protecting our
trademark rights is crucial for building brand recognition among partners and customers.
Competitors may adopt similar trademarks, hindering our brand development and causing market
confusion. We also face potential infringement claims from owners of similar registered trademarks
or trade names. If we cannot establish strong name recognition, our ability to compete effectively
and our business may be adversely affected. We are actively working to mitigate these risks through
diligent trademark monitoring and enforcement.
Inability to protect our trade secrets and confidential know-how will adversely affect our
business and competitive position. We may face potential claims of misappropriation by our
personnel and challenges to our intellectual property ownership, and these could adversely
affect our business and future prospects.
Protecting our drug candidates and maintaining our competitive position relies heavily on both
our patent portfolio and the safeguarding of trade secrets and confidential information, including
unpatented know-how and proprietary technology. We enter into confidentiality agreements with
employees, collaborators, and other third parties. However, these agreements may not be fully
effective in preventing unauthorized disclosure or use of our trade secrets, and monitoring
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compliance is difficult. Breaches of these agreements could lead to the loss of our proprietary
information, allowing competitors to gain an advantage. Enforcing trade secret claims is complex,
costly and unpredictable, and the legal protection for trade secrets may vary across jurisdictions.
Our personnel, including senior management, may have prior obligations to other companies,
potentially leading to claims of intellectual property misappropriation. Defending against such
claims, even if successful, can be costly and distracting, and adverse outcomes could result in
monetary damages, loss of intellectual property rights, or the need to obtain licenses on unfavorable
terms. Such claims could also lead to the loss of key personnel or impede our ability to hire and
contract. We may also face the risk of claims from former employees or third parties asserting
ownership rights in our patents or patent applications, which could limit our exclusivity and
freedom to operate. Any of these outcomes could have a material adverse effect on our business,
financial condition, results of operations and prospects.
Changes in patent and other intellectual property laws in China, and other jurisdictions could
jeopardize our patent rights, impairing our ability to protect our drug candidates and
increasing infringement risks, ultimately adversely affect our product commercialization.
Intellectual property, especially patents, is crucial to our success. Securing and enforcing
these patents in the pharmaceutical and biopharmaceutical industries is complex, costly, time-
consuming, and inherently uncertain. Changes in patent laws or their interpretation in China and
other jurisdictions can raise these uncertainties, increase the financial burden associated with patent
prosecution, diminish our ability to protect our inventions, and adversely affect the value or scope
of our patent rights. The evolving legal landscape, marked by developments such as the
amendments to the Patent Law of the PRC (introducing patent term compensation) presents
potential risks to our commercialization efforts. Such amendments could lead to extended patent
protection for competitors, potentially creating infringement obstacles for our products. These
factors underscore the challenges and risks associated with protecting our intellectual property in
a dynamic global environment.
Our intellectual property rights, while crucial, do not guarantee complete protection and we
remain exposed to risks that could adversely affect our business.
Protecting our intellectual property is subject to inherent uncertainties due to the varying legal
systems across different countries, regions and jurisdictions. The limitations of intellectual property
protection may not fully safeguard our business or ensure a competitive edge. Competitors may
develop similar products or technologies that circumvent our patents. We may face challenges if we
or our collaborators were not the first to invent or file patent applications. Competitors could
independently develop or duplicate our technologies without violating our intellectual property
rights. Our patent applications may not result in issued patents, or issued patents may not provide
a competitive advantage or may be invalidated. Competitors’ R&D activities in countries lacking
our patent protection also pose a risk. The limited lifespan of patents and our reliance on trade
secrets further exacerbate these challenges. These potential events could materially and adversely
affect our business, financial condition, results of operations and prospects.
RISKS RELATING TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL
CAPITAL
Even if we successfully complete the Global Offering, we may need to secure additional
financing to sustain our operations and advance our R&D efforts, as a lack of sufficient funds
could materially and adversely affect the development and commercialization of our key drug
candidates.
To sustain our ongoing operational needs, we anticipate requiring additional cash resources in
the future, particularly to support our R&D initiatives. Our primary cash operating expenses are
associated with the R&D of our drug candidates. These expenses encompass non-clinical studies
and CMC costs, clinical trial expenses and employee benefit expense. For a comprehensive
breakdown of these cash operating costs, see “Financial Information — Cash Operating Costs.”
We expect to continue incurring significant expenditures in drug discovery, the advancement
of clinical development for our candidates, and the commercialization of any drugs that receive
regulatory approval. Should the financial resources available to us after Listing prove inadequate
to meet our cash requirements, we may pursue additional funding through equity offerings, debt
financing, collaborative partnerships, and licensing agreements. However, there is no guarantee that
such financing will be accessible or offered under favorable terms. A failure to secure the necessary
capital could materially and adversely impact our business operations, financial condition and
future prospects.
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Our R&D expenses for ongoing products are recognized until new drug approval, and while
substantial investments in pre-clinical research and clinical trials are essential for future drug
launches, this may result in significant operating losses that could adversely affect our
performance.
During the Track Record Period, we heavily invested in pre-clinical research and clinical
trials. For the years ended December 31, 2024 and 2025, our research and development costs
amounted to RMB98.1 million and RMB126.6 million, respectively. As of the Latest Practicable
Date, we have two drug candidates in our pipeline that are currently undergoing clinical trials. In
the future, ongoing and substantial R&D investment will be crucial for completing pre-clinical
studies, conducting pharmaceutical research, and preparing for the launch of new drugs. Under our
accounting policies, all related R&D costs will be treated as expenses, which is expected to result
in significant and increasing operating losses. This trend may adversely impact our future
performance.
We have historically experienced net losses and operating cash outflows, and we may not
achieve or sustain profitability in the foreseeable future.
Investment in the biopharmaceutical sector is inherently unpredictable regarding commercial
success, requiring substantial upfront capital and carrying significant risks, including the potential
failure of drug candidates to secure regulatory approval or achieve commercial viability. Since our
inception, we have incurred losses and net operating cash outflows in every reporting period.
Specifically, for the years ended December 31, 2024 and 2025, we reported losses of RMB137.3
million and RMB175.6 million, respectively. The majority of these losses stem from expenses
related to our R&D initiatives, along with administrative costs associated with our operations.
Looking ahead, we anticipate continuing losses, which we expect to increase as we expand our
R&D efforts and enhance our sales and marketing activities. Our net cash flows used in operating
activities amounted to RMB104.1 million and RMB121.0 million for the years ended December 31,
2024 and 2025, respectively. For an analysis of our operating cash flow, see “Financial Information
— Liquidity and Capital Resources — Cash Flows — Net Cash Used in Operating Activities.”
The negative operating cash flow may necessitate additional financing to meet our obligations
and support our growth plans. We cannot guarantee that we will have sufficient cash from other
sources to fund our operations. Should we seek alternative financing, we will incur additional costs,
and there is no assurance that we will secure funding on acceptable terms. If we fail to generate
adequate cash flow from our operations or secure sufficient external funding, our liquidity and
financial condition could be materially and adversely affected, hindering our ability to expand as
planned. Prolonged net operating cash outflows could leave us without sufficient working capital
to cover our operational costs, materially adversely affecting our business, financial condition and
results of operations.
We recorded net liabilities during the Track Record Period.
As of December 31, 2024 and 2025, we recorded net liabilities of RMB330.3 million and net
assets of RMB140.5 million, respectively. The net liabilities as of December 31, 2024 was primarily
due to our redemption liabilities from various rounds of Pre-IPO Investments by our Pre-IPO
Investors since 2021. We cannot assure you that we will not record net liabilities in the future. Net
liabilities positions may expose us to certain liquidity risks and may constrain our operational
flexibility, as well as adversely affect our ability to expand our business. If we do not have sufficient
working capital to meet future financial needs, we may need to resort to external funding. Our
inability to obtain additional external funding on a timely basis and on acceptable terms, or at all,
may force us to abandon our development and expansion plans, and our businesses, financial
positions and results of operations may be materially and adversely affected.
We face risks related to fluctuations in the fair value of financial assets measured at fair value
through profit or loss (“FVTPL”) and associated valuation uncertainties.
As of December 31, 2024 and 2025, our financial assets measured at FVTPL were RMB40.1
million and RMB95.2 million, respectively. These assets primarily consisted of structured deposits
issued by major commercial banks in the PRC. These structured deposits offer a guaranteed
principal along with an additional floating return, which will be paid alongside the principal upon
maturity. It is important to note that we cannot guarantee future fair value gains; our financial assets
may also experience fair value losses, influenced by factors beyond our control, including
macroeconomic conditions.
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Share-based payments may dilute shareholder interests and adversely affect financial
performance due to associated costs and the potential issuance of additional H Shares.
We established an employee incentive platform and adopted share award schemes for the
purpose of providing incentives and rewards to eligible employees who contribute to the success of
our Group’s operations. For further details, see section headed “History, Development and
Corporate Structure — Employee Incentive Platform” in this prospectus. In 2024 and 2025, our
share-based payment expenses of RMB726,000 and RMB8.8 million were charged to profit or loss,
respectively.
In our efforts to further motivate our employees, we may incur additional share-based payment
expenses in the future. These expenses could elevate our operating costs, adversely affecting our
financial performance. Additionally, issuing more H Shares related to these payments might dilute
our shareholders’ shareholding and could result in a decline in the value of our H Shares.
OTHER RISKS RELATING TO OUR OPERATIONS
The loss of key senior management members or our inability to attract and retain skilled
personnel may adversely affect our business operations and commercialization progress.
We are highly dependent on the continuing efforts, expertise and insights of our senior
management and key research and development personnel. Future success will depend on the ability
to recruit and retain highly qualified drug discovery, pre-clinical research, clinical development,
regulatory affairs, manufacturing, and sales personnel. The departure of any key individual could
impede the development of drug candidates and delay the achievement of commercialization
objectives. In particular, if we fail to attract, retain or adequately incentivize these personnel, or if
any key personnel resigns or becomes unable to continue in his or her current role, the development
of our drug candidates, the execution of our research and development programs and the
achievement of our commercialization objectives could be materially delayed or impaired. The
competitive nature of the pharmaceutical industry presents potential risks moving forward. The pool
of qualified candidates is limited, and the loss of senior management or other critical research and
development personnel may create difficulties in finding timely replacements. Such disruptions
could materially adversely affect operational continuity and overall business performance. We may
not attract and retain qualified employees under favorable terms, which could adversely affect our
commercialization progress.
We may face lawsuits and legal proceedings that could adversely affect our business
operations, financial condition, and reputation.
We may occasionally face legal proceedings and claims arising from normal business
activities or regulatory enforcement, which could lead to significant costs and divert management’s
attention. Liabilities from the legal proceedings and claims may exceed insurance coverage, or
insurance may not cover all claim scenarios. Difficulty in maintaining affordable insurance could
result in uninsured claims, and potentially impacting the company’s financial condition and
reputation.
Our limited insurance coverage may lead to significant costs and resource diversion if claims
exceed these limits.
We maintain insurance policies that comply with PRC laws and regulations, tailored to our
operational needs and industry standards. However, due to cost efficiency concerns and common
industry practice in the PRC, we may decide not to carry certain types of insurance. As a result, our
coverage might not be adequate to address all potential claims. Any liabilities or damages that
exceed our insurance limits could lead to significant expenses and resource diversion, adversely
affecting our drug development efforts and overall business operations.
While we benefit from government grants and preferential tax treatments, the expiration or
modification of these incentives, or our failure to comply with their conditions, could adversely
affect our financial performance.
Historically, we have utilized government grants, subsidies, and preferential policies as
incentives to support our R&D and financing efforts. We recognized government grants of RMB1.2
million, and RMB3.0 million for the years ended December 31, 2024 and 2025. For further details
on government grants from the PRC local government authorities, see section headed “Financial
Information — Description of Certain Key Items of the Consolidated Statements of Profit or Loss
and Other Comprehensive Income — Other Income and Gains” in this prospectus. However, there
is no assurance that our grant application will be successful or that we will continue to meet the
qualifications for these grants or tax benefits after the expiration, which could adversely affect our
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operations and financial results. Additionally, some government financial incentives are project-
based and contingent on meeting specific conditions, including compliance with relevant
agreements and project completion. If we fail to meet these conditions, we may lose part or all of
the incentives, and adversely affecting our financial performance.
Increasing labor costs may adversely affect our growth and operations.
Our entire workforce is situated in China, where labor costs have been increasing consistently
due to inflation, mandated wage hikes, and evolving labor laws. Future adjustments to these
regulations by the PRC government could adversely affect our operations. As China’s economy
grows, we expect labor costs to continue rising, which may necessitate higher wage offerings in
order to attract talent, and ultimately increasing our labor expenditures.
Our operations and business are at risk from health epidemics, natural disasters, acts of war,
and terrorism, which could adversely affect our financial stability and operational
effectiveness.
Health epidemics, natural disasters, acts of war, terrorism, and other force majeure events
could adversely impact our operations and business plans. Similar future events, such as significant
natural disasters or epidemics, along with government responses, could materially and adversely
affect our business, finance and operations. Our operations are also at risk from various threats,
including floods, earthquakes, sandstorms, snowstorms, fires, droughts, resource shortages, and
system malfunctions. Furthermore, the impacts of wars or terrorist attacks could result in loss of
life, injuries, asset destruction and serious business disruption. These challenges could harm our
employees, disrupt our business networks and jeopardize our markets. These unforeseen factors
could negatively influence the overall business climate, create uncertainties in our operational
regions, and have a material adverse effect on our finances and results of operations. We cannot
assure that future occurrences of these events will not significantly disrupt our operations or those
of our customers, which potentially lead to materially adverse effects on our business and financial
results.
We may encounter fraud, bribery, or misconduct by employees and third parties, which could
lead to financial losses and regulatory sanctions, adversely affecting our reputation.
We may face risks related to fraud, bribery, or other misconduct by our employees or third
parties, which could lead to financial losses and sanctions from governmental authorities, and
ultimately damaging our reputation. During the Track Record Period and up to the Latest
Practicable Date, we have not identified any instances of fraud, bribery or misconduct that
significantly impacted our business operations. However, we cannot guarantee that such
occurrences will not happen in the future. Our ability to prevent, detect, or deter misconduct by our
employees or third parties may be limited. Any such actions against our interests, whether past
undetected incidents or future misconduct, could have a materially adverse effect on our business,
financial results and reputation.
We are subject to strict regulations on biopharmaceutical R&D imposed by governmental
agencies in the PRC and other jurisdictions, any failure by us, our CROs, or contracting
parties to secure the required licenses or permits could lead to research termination, penalties,
or disqualified data, which adversely affect our business, reputation, and financial condition.
Governmental agencies in the PRC and other jurisdictions impose strict regulations on
biopharmaceutical R&D. We must obtain and renew various licenses and permits to operate legally,
with some requiring periodic reassessment that may change over time. Any failure to secure these
could lead to enforcement actions or fines, and adversely affecting our financial condition and
results of operations.
We depend on leased premises for our operations in China, which subjects us to leasing-
related risks.
We lease premises in China for our operations. There is a risk that our lessors may lack valid
title or legal rights to these properties, and they may not have followed all necessary leasing
procedures. As our leases expire, we could face challenges in renewing them on commercially
acceptable terms, which might force us to close offices or facilities. Inability to secure new leases
or renew existing ones could materially and adversely affect our business, finances and operations.
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Our IT systems and those of our partners are vulnerable to cyber threats, potentially
disrupting operations and delaying drug development, which would materially and adversely
affect our business and finances.
Our information technology systems, as well as those of our CROs and other business
partners, are vulnerable to threats such as computer viruses, unauthorized access, cyber-attacks,
natural disasters, terrorism, war and telecommunication failures. Should such an event occur, it
could disrupt our operations and materially and adversely affecting our R&D progress. Disruption
or security breach leads to data loss or damage, or inappropriate disclosure of confidential
information, may expose us to legal liabilities and significantly delay the development of our drug
candidates. These threats may require us to allocate extra resources to protect our IT systems, which
impose a material adverse effect on our business, finances, and operations.
Our reputation is vital to our business success, and any negative media coverage can harm our
Company and stakeholders, requiring significant resources for management and potentially
adversely affecting our business.
From time to time, our Company, shareholders, directors, officers, employees, collaboration
partners, suppliers, and other affiliated parties, may be exposed to adverse media coverage. Such
coverage has the potential to damage our reputation significantly. If any associated individuals or
entities do not comply with laws and regulations, we could face further reputational harm as a result
of negative publicity. Negative publicity regarding our industry may also have adverse effect on our
public image and commercial success. As a result, we might find ourselves needing to invest
considerable time and financial resources to mitigate these reputational threats. There is no
assurance that we will be able to address these threats promptly or effectively, which could lead to
material and adverse effects on our business performance, financial condition and outlook.
Failure to pay social insurance premiums and housing provident funds on behalf of our
employees in accordance with applicable laws and regulations may subject us to penalties.
Under the Social Insurance Law of the People’s Republic of China and the Regulations on the
Management of the Housing Provident Fund, all employers in China are required to contribute, on
behalf of their employees, to a number of social security funds, including funds for basic pension
insurance, unemployment insurance, maternity insurance, occupational injury insurance and
medical insurance, as well as a housing provident fund and other welfare plans. During the Track
Record Period and up to the Latest Practicable Date, we had made the necessary contributions for
our employees, which covered retirement, medical care, work-related injuries, maternity, and
unemployment benefits, as well as housing provident funds. However, any failure to make timely
and adequate contributions could result in corrective orders from the relevant authorities, requiring
employers to address the shortfall within a specified timeframe. Non-compliance may also lead to
additional fines or penalties. Pursuant to the Interpretation II of the Supreme People’s Court of
Issues Concerning the Application of Law in the Trial of Labor Dispute Cases (৫ᗫ
༆ᙑ(ɚ)), any agreement between an employer and an
employee for the non-payment of social insurance or any employee undertaking to waive such
payment shall be determined as void by the People’s Court. Therefore, if a company fails to pay
social insurance and housing fund contributions directly for its employees, it may face penalties
from government authorities. These penalties can include making back payments, paying overdue
fines, facing additional financial penalties, and being ordered to rectify the situation.
During the Track Record Period, we engaged a third-party agency to pay social insurance
premiums and housing provident funds for certain employees, which was not in strict compliance
with applicable PRC laws and regulations. See “Business — Legal Proceedings and Compliance —
Third-party agency contribution to social insurance and housing provident funds.” As advised by
our PRC Legal Advisor, if the validity of such arrangements is challenged by competent PRC
authorities, we might be subject to additional contributions, late payment fees and/or penalties
required by relevant PRC laws and regulations for failing to discharge our obligations in relation
to payment of social insurance and housing provident funds as an employer or be ordered to rectify
such practice. We cannot assure you that relevant competent government authorities will not take
the view that such third-party agency arrangement does not satisfy the requirements under the
relevant PRC laws and regulations. We might also be subject to labor disputes arising from such
arrangement with the relevant employees.
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Our comprehensive risk management and internal control measures may not provide complete
protection against the various risks inherent in our business.
We have implemented comprehensive risk management and internal control measures that
include relevant organizational policies, risk management strategies, and risk control procedures.
These measures are designed to address our primary risk exposures, including operational, legal,
and financial risks. Any shortcomings in identifying or mitigating potential risks could materially
and adversely affect our business, financial condition and operational results.
RISKS RELATING TO GOVERNMENT REGULATIONS
The regulatory frameworks overseeing research, development, manufacturing, and
commercialization of our drug candidates are complex and subject to change, and non-
compliance could materially adversely affect our business, finance and operations.
In the jurisdictions where we plan to develop and commercialize our drug candidates,
regulations are both extensive and stringent. Supervisory bodies pay close attention to every
material aspect of research, development, manufacturing, and commercialization activities.
Initially, we will concentrate our efforts in China while simultaneously exploring opportunities in
the global market. Both the pharmaceutical and biopharmaceutical industries in these jurisdictions
face stringent regulations throughout the entire process from drug development to distribution. The
differences in regulatory regimes in different jurisdictions present a complex and costly compliance
burden for us as we aim to operate in these jurisdictions. Obtaining regulatory approvals and
ensuring ongoing compliance demand considerable time and financial resources. Additionally, any
recently enacted and future legislations may further complicate the approval process and escalate
costs, and potentially adversely impacting on the pricing of our products.
Changes in regulations or practices within the pharmaceutical and biopharmaceutical
industries, whether through relaxed requirements that lower barriers for competitors or increased
standards that complicate our compliance, could materially and adversely affect our business,
financial condition, operational results, and future prospects.
Our facilities are subject to periodic inspections, both scheduled and unscheduled, to assess
regulatory compliance. During the Track Record Period and up to the Latest Practicable Date, we
had not received any concerns or warnings from the regulators. Failure to meet regulatory
requirements in our operating jurisdictions could lead to administrative or judicial sanctions, such
as application refusals, approval withdrawals, license revocations, product recalls and fines. Any of
these issues could materially adversely affect our business, financial condition and prospects.
Delays and uncertainties in regulatory approval processes of authorities could jeopardize our
ability to market our drug candidates and materially adversely affect our business.
Bringing our drug candidates to market demands substantial time, effort and financial
resources to navigate the regulatory process and we cannot guarantee approval for any of our
candidates. Timelines for obtaining approvals from authorities such as the NMPA are often
unpredictable, influenced by various factors, including the discretion of regulatory bodies. The
duration needed to secure approvals from the NMPA, and other similar regulatory bodies is
uncertain but generally spans 10 to 15 years after the start of pre-clinical studies and clinical trials.
This timeframe varies based on a number of factors, including the significant discretion exercised
by the regulatory authorities.
We may experience delays or fail to receive regulatory approvals from the NMPA, or other
comparable authorities for our drug candidates due to many reasons, including: (i) failure to
commence or complete clinical trials due to disagreements with regulatory authorities; (ii) inability
to demonstrate that a drug candidate is safe and effective, or that it is safe, pure, and potent for its
proposed indication; (iii) clinical trial results not meeting the required statistical significance; (iv)
data integrity issues; (v) disagreements over interpretation of data from pre-clinical studies or
clinical trials; (vi) failure to conduct a clinical trial in accordance with regulatory requirements or
protocols; and (vii) deviations from the trial protocol by clinical sites, investigators, or other
participants, including failing to comply with regulatory requirements or dropping out of a trial.
Furthermore, it is not unusual for the NMPA, or similar regulatory authorities to request additional
information. This may include further analyses, reports, data, non-clinical studies, clinical trials, or
inquiries concerning the interpretations of data and results. Such requests can potentially extend,
delay, or hinder approval and affect our commercialization efforts. In addition, we may opt to
discontinue certain development programs due to the additional requests from regulatory authorities
which are too onerous for us to follow. Changes in regulations might require protocol amendments,
affecting costs and timelines. If we cannot adapt to these evolving requirements or maintain
compliance, we may lose approvals and fail to market our product. Approval in one country or
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jurisdiction does not ensure approval in another, as procedures vary significantly and may require
further testing and validation. Seeking international approvals can lead to substantial delays and
increased costs, necessitating additional pre-clinical studies or trials.
Delays in clinical trials can adversely affect the commercial prospects of our drug candidates,
and diminishing our ability to generate revenue. Moreover, factors causing these delays may also
result in regulatory denial, thereby materially adversely affect our business, finance and prospect.
We cannot guarantee that we will meet regulatory requirements across various jurisdictions, nor can
we ensure that our drug candidates will be approved for sale in those regions. Furthermore,
additional time, effort, and expense may be necessary to introduce our drug candidates, upon
regulatory approval, to international markets in accordance with diverse regulatory processes.
Following the approval of our drug candidates, we will be required to adhere to extensive
regulatory obligations, and failure to comply or address unforeseen issues could lead to
significant costs and materially adversely affect our business prospects.
Upon receiving approval from the NMPA, or similar regulatory bodies for our drug
candidates, we will face extensive ongoing requirements related to manufacturing processes,
labelling, packaging, storage, distribution, adverse event reporting, advertising, promotion, and
post-marketing studies. These obligations include submitting safety reports, conducting random
quality control tests, and adhering to current Good Clinical Practices (“ GCP”) and other regulatory
standards.
Drug approvals may come with specific limitations on their intended uses, and we may be
obligated to conduct costly post-marketing studies to monitor ongoing safety and efficacy. There is
a possibility that previously unknown issues with our drug candidates may be discovered after
approval. These issues could include problems relating to third-party manufacturers, manufacturing
processes, or non-compliance with regulatory requirements. If any of these issues arise, the
consequences may be significant. We could face restrictions on the marketing or manufacturing of
our drugs, leading to the withdrawal of products from the market or voluntary and mandatory
recalls. Regulatory penalties might include fines, warning letters, or holds on clinical trials.
Additionally, the NMPA or comparable regulatory authorities may refuse to approve pending
applications or supplements, or they could suspend or revoke our existing licenses. There is also the
potential for product seizure or detention, as well as restrictions on the import or export of our drug
candidates. Moreover, we may encounter legal actions resulting in injunctions or civil,
administrative, or criminal penalties.
Our marketing practices are subject to stringent regulations, especially regarding off-label
promotion. Any errors in this area could result in significant legal consequences and harm our
reputation. Furthermore, changes in the regulatory environment may complicate or delay our
approval processes. If we do not meet these compliance requirements, we risk losing our existing
approvals and jeopardizing our profitability, which could have a material adverse effect on our
business, finance, operations and prospects. Additionally, shifts in regulatory policies or the
introduction of new regulations could impede or delay the approval processes for our drug
candidates. Failure to maintain compliance could result in the loss of already obtained approvals
and hinder our ability to achieve or sustain profitability, ultimately having a material adverse effect
on our business, finance, operations and prospects.
We are subject to complex data protection and privacy regulations that require significant
resources to manage, and failure to comply may lead to liabilities that could materially
adversely affect our business and financial performance.
We are required to comply with applicable local, province, national, and international data
protection and privacy laws that govern the collection, use, retention, protection, disclosure,
transfer, and processing of personal data in the jurisdictions where we operate and conduct clinical
trials. These laws, directives, and regulations are continually evolving, leading to increased public
scrutiny and heightened enforcement measures, which may raise compliance costs. Non-compliance
could result in serious repercussions, including enforcement actions, fines, possible imprisonment
of company officials, public censure, and claims for damages from affected individuals. Such
failures could also harm our reputation and diminish goodwill. To safeguard the confidentiality of
medical records and personal data collected from clinical trial subjects, we have implemented
measures that mandate confidentiality among our employees and business partners. Nonetheless,
these measures may not always guarantee complete effectiveness.
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We may be subject to various anti-kickback, anti-bribery, and fraud laws in jurisdictions
where we operate, and non-compliance could expose us to criminal sanctions, severe penalties
and materially adversely affect our business and reputation.
Healthcare providers and physicians are key to recommending our products post-regulatory
approval. Our operations must comply with various anti-kickback, false claims, and fraud and abuse
laws in China and other jurisdictions. Non-compliance may result in significant penalties, including
fines, exclusion from government healthcare programs, and debarment from government contracts,
and the evolving nature of these laws increases our exposure to enforcement actions. If authorities
find our practices inconsistent with applicable laws, we could face civil, criminal, and
administrative sanctions that could materially adversely affect our business, operations, finance and
prospect.
Additionally, as our primary operations are in China, we are subject to anti-bribery laws that
prohibit improper payments to government officials. We cannot guarantee the prevention of bribery
by employees, agents and intermediaries. Violating these laws could lead to serious penalties,
including imprisonment, fines, and denial of government reimbursement for our products, which
could materially adversely affect our business, finances, operations and reputation.
We conduct all of our clinical trials in China, but the acceptance of this data by foreign
regulatory authorities is uncertain, and potentially impacting our commercialization efforts.
We conduct clinical trials for our drug candidates in China, with potential expansion to other
jurisdictions. For instance, the FDA ’s acceptance of trial data from outside the U.S. is subject to
specific conditions. There is no guarantee that the FDA or any foreign regulatory authority will
accept data from our trials conducted abroad. If such data are not accepted, we may be required to
conduct additional trials, leading to increased costs and delays in our business plan. This could
ultimately prevent our drug candidates from receiving the necessary approvals for
commercialization.
Recent changes in U.S. trade policy, including new tariffs and regulations, may pose
significant risks to our drug candidate development and overall business operations.
Recent changes in U.S. trade policy, including the introduction of several rounds of tariffs,
may significantly influence international trade. The potential adoption of new tariffs or regulations
and their impact on our Company and industry remain uncertain. Unfavourable government trade
policies, such as tariffs or capital controls, could affect demand for our future products, alter our
competitive landscape, and impede our ability to hire necessary research personnel. These policies
may also complicate the import and export of raw materials essential for drug development and
could restrict our ability to market our products in certain countries. Should new tariffs or
regulations be implemented, or existing trade agreements be renegotiated, there may impose a
material adverse effect on our business and finance.
Current trade disputes could escalate, resulting in higher costs for essential goods, such as
advanced R&D equipment. To mitigate potential complications from international trade policies, we
tend to prioritize sourcing raw materials and supplies domestically in China. However, we may still
need to procure from suppliers outside China for reasons related to price, availability, or quality.
Additionally, there is no guarantee that our existing or potential service providers and partners will
maintain their favorable view of us if political relationships between relevant countries deteriorate.
Consequently, trade tensions and political issues may materially adversely affect our business
operations, financial results, cash flows and overall prospects.
We may face risks of conducting business globally.
Extending our presence into the overseas markets is an important component of our growth
strategy. One of our development strategies is that we plan to explore market opportunities overseas
as we believe there is substantial demand for our drug candidates.
Our objective is to identify and collaborate with reputable local partners who have a proven
track record, in order to maximize the global value of our drug candidates. We will also pursue
licensing and co-development opportunities with multinational companies and expand our global
clinical programs. For more details, see “Business — Commercialization.” However, such activities
may expose us to risks that could negatively impact our ability to achieve or maintain profitability,
including but not limited to: (i) entering into license and collaboration arrangements with third
parties may raise expenses or divert management’s focus from drug candidate development; (ii)
political and economic instability as well as geopolitical tensions, including war or terrorist attacks;
(iii) differing international regulatory requirements for drug approvals and marketing; (iv)
potentially longer payment cycles, greater difficulty in accounts receivable collection, and
potentially unfavorable tax treatment; (v) challenges in enforcing contractual provisions in local
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jurisdictions; (vi) potentially diminished protection for intellectual property rights; (vii)
unanticipated changes in tariffs, trade barriers, regulatory requirements, and delays from obtaining
export licenses, tariffs, and other restrictions; (viii) fluctuations in currency exchange rates; (ix)
compliance with tax, employment, immigration, and labor laws for employees traveling abroad; and
(x) business interruptions due to geopolitical actions, including war and terrorism, or natural
disasters such as earthquakes, volcanoes, typhoons, floods, hurricanes, and fires.
These risks that are associated with our expansion globally may materially adversely affect
our ability to attain or sustain revenue and profits from international markets.
RISKS RELATING TO CONDUCTING BUSINESS IN CHINA
The pharmaceutical industry in China is highly regulated, and any regulatory changes could
significantly impact drug approval, commercialization, and our operational costs and benefits.
We conduct our operations in China, where the pharmaceutical industry is heavily regulated
by the government. This regulation includes approval, registration, manufacturing, packaging,
licensing, and marketing of new drugs. In recent years, the regulatory framework in China regarding
the pharmaceutical industry has undergone significant changes, and we expect that it will continue
to undergo significant changes. Any changes to these regulations that affect our operational model
could lead to increased compliance costs, cause delays in the development or commercialization of
our drug candidates, and diminish the benefits we expect from developing and manufacturing drugs
in China. Any breach of applicable laws, rules, and regulations by us may result in disputes,
administrative penalties, criminal charges, and other legal proceedings. See “Regulatory
Overview.”
Changes in the interpretation and implementation of relevant laws and regulations in China,
especially in the area in relation to corporate governance and the pharmaceutical industry
may affect our business, finance, operations and prospects.
Given our extensive operations in China, our business and financial condition are susceptible
to changes in local laws. The PRC frequently updates its regulations concerning foreign investment,
corporate governance, commerce, taxation, finance, foreign exchange, and trade. Additionally, the
pharmaceutical sector is also subject to evolving regulations. For example, the Regulations for the
Implementation of the Drug Administration Law (Revised in 2024) (ૢԷ(2024
ࠈࡌ)) which was revised in 2024 and may impact our handling of clinical data. At present, we
do not anticipate any significant adverse impact from these regulations on our operations. However,
as these measures are newly implemented and continue to evolve, we cannot assure that our
business will not be adversely affected in the future.
We may encounter risks in scientific data transfer, as the Measures for the Management of
Scientific Data mandate approvals for data involving “state secrets.”
On March 17, 2018, the General Office of the State Council issued the Measures for the
Management of Scientific Data (“ Scientific Data Measures ”), which define scientific data broadly
and establish rules for its management. According to these measures, if scientific data involving
“state secrets” is required for foreign exchanges or cooperation, Chinese enterprises must clarify the
type, scope, and purpose of the data and obtain approval from the relevant authorities in accordance
with confidentiality management regulations.
When publishing research in foreign academic journals, authors must submit scientific data
generated with government funding to their institution for centralized management prior to
publication. The term “state secret” is not clearly defined, which raises uncertainty about our ability
to secure necessary approvals for sharing scientific data, including results from our pre-clinical
studies or clinical trials conducted in China or with foreign partners. If we cannot obtain these
approvals promptly, our R&D efforts for drug candidates may be hindered, potentially adversely
affecting our business, finance, operation and future prospects. Additionally, if government
authorities deem the transmission of our scientific data to violate the Scientific Data Measures, we
could face rectification and administrative penalties.
Investors in our H Shares may be subject to PRC taxation on dividends and gains from the sale
of their shares, which could materially adversely affect the value of our H Shares.
Non-resident individuals and enterprises are subject to tax obligations under PRC tax laws,
specifically regarding dividends from our H Shares and gains from their sale. As per the Individual
Income Tax Law (جnon-resident individuals generally incur a 20%
tax on PRC-source income. We must withhold tax on dividends paid to these individuals unless
exemptions or treaty reductions apply. When distributing dividends, PRC companies typically
withhold 10% tax. However, if the identity of the H Share holder is known, applicable treaties may
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dictate different rates, potentially reaching 20% without a treaty. The taxation of gains from H
Shares by non-resident individuals remains uncertain. Non-resident enterprises without PRC
establishments, or whose income is unrelated to any such presence, face a 10% enterprise income
tax on dividends and gains from equity interests in PRC companies. This rate may be adjusted based
on treaties. We plan to withhold 10% tax on dividends to non-resident enterprises holding our H
Shares. These enterprises can seek refunds for any excess withholding via applications to the tax
authorities. Currently, no specific rules govern the taxation of gains from the sale of H Shares by
non-resident enterprises. The interpretation and application of PRC tax laws by tax authorities
remain uncertain, especially regarding individual income tax and enterprise income tax on gains.
Any tax collection could materially adversely affect the value of our H Shares.
Government supervision of currency conversion and restrictions on Renminbi remittance may
adversely affect the value of your investment, as the PRC government regulates its exchange
and may limit our ability to pay dividends in foreign currencies to H Share holders.
Currently, Renminbi is not a fully freely convertible currency, with the PRC government
imposing supervision over its exchange into foreign currencies and regulating currency outflows
from China. To meet our foreign currency obligations, such as potential dividend payments on our
H Shares, we may need to convert a portion of our revenue into other currencies. After the Global
Offering is completed, we anticipate being able to pay dividends in foreign currencies by following
certain procedural requirements, without prior approval from the State Administration of Foreign
Exchange. However, the PRC government may choose to implement measures restricting access to
foreign currencies for capital and current account transactions in the future. This may limit our
capacity to distribute dividends in foreign currencies to holders of our H Shares.
Fluctuations in exchange rates, particularly between the Renminbi and Hong Kong dollars,
may expose us to foreign currency exchange losses.
Our costs and financial assets are primarily denominated in Renminbi. However, the proceeds
from our Global Offering will be in Hong Kong dollars. Given that the Hong Kong dollar is pegged
to the U.S. dollar, the exchange rate of the Renminbi against Hong Kong dollars is subject to
fluctuations influenced by various factors, including global political and economic developments
that are outside our control. These exchange rate fluctuations may expose us to risks that could
adversely affect our results of operations. Additionally, we generally do not employ a foreign
currency hedging policy, and our efforts to utilize derivatives or other foreign exchange hedging
techniques may not effectively reduce our exposure. Therefore, we are exposed to fluctuations in
exchange rates, which could materially adversely affect our financial position and business
performance.
Serving legal process and enforcing foreign judgments against us or our Directors and senior
management in the PRC may involve uncertainties, primarily due to our establishment under
Chinese law and the location of our assets and management personnel within China.
We are established under Chinese law, with the majority of our assets located in China. Most
of our Directors and senior management reside in the PRC, which may complicate legal processes
for investors attempting to serve documents on us or our management. On July 14, 2006, the
Supreme People’s Court of the PRC and the Hong Kong Special Administrative Region established
the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and
Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative
Region Pursuant to Choice of Court Agreements between Parties Concerned (ಥत
τર), effective from August
1, 2008. This agreement enables parties to seek the recognition and enforcement of judgments made
by designated courts in either jurisdiction, provided there is a written choice of court agreement. On
January 18, 2019 and as amended in 2024, a new arrangement, the Arrangement on Reciprocal
Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the
Mainland and of the Hong Kong Special Administrative Region (ج
τર) was signed by the Supreme People’s Court and the Hong
Kong SAR government to enhance the recognition and enforcement of judgments in a broader range
of civil and commercial matters between Hong Kong and the Chinese mainland. Unlike the previous
arrangement, this new arrangement does not require a written choice of court agreement. It will take
effect following judicial interpretation by the Supreme People’s Court and the completion of
necessary legislative procedures in Hong Kong, at which point it will replace the earlier
arrangement.
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Changes in international trade policies and escalating political tensions may adversely affect
our business operations and financial performance by influencing our relationships with third
parties.
We are exposed to rapidly changing international economic, regulatory, social, and political
environments, alongside local conditions in foreign regions. The nature of China’s political
relations with other countries may influence our relationships with third parties, such as business
partners and suppliers. There is uncertainty regarding whether our existing or potential
collaborators will change their views of us due to unfavorable shifts in political relations between
China and relevant nations. Escalating trade and political tensions could restrict trade, investment,
and technological exchanges, adversely affecting global economic conditions, the stability of
financial markets and international trades.
RISKS RELATING TO THE GLOBAL OFFERING
Currently, there is no public market for our H Shares, and the development of an active trading
market is uncertain, particularly due to the lock-up period for existing shareholders, while the initial
offer price will be set through negotiations and may differ substantially from the market price
following the Global Offering. The initial offer price for our H Shares will be determined through
negotiations between our Company and the Sole Sponsor-Overall Coordinator representing the
Underwriters. This offer price may differ significantly from the market price of the H Shares after
the Global Offering. We have applied for Listing and trading permission for our Offer Shares on the
Stock Exchange. However, obtaining a Listing status does not guarantee an active and liquid trading
market for our H Shares, nor does it guarantee that such a market will be sustained after the Global
Offering. Additionally, there is no assurance that the market price of our H Shares will not decrease
following the Global Offering. Moreover, a portion of our H Shares issued as of the date of this
prospectus will be subject to a lock-up period starting from the Listing Date. This restriction may
significantly impact the liquidity and trading volume of the H Shares in the short term after the
Global Offering.
The potential volatility in the pricing and trading volume of our H Shares, driven by factors
beyond our control such as market conditions and the performance of similar companies, may
result in substantial financial losses for investors.
The pricing and trading volume of our Shares are likely to be highly volatile and influenced
by factors outside of our control, including general market conditions in Hong Kong and other
global markets. The business performance and market valuation of similar companies can also
particularly impact the trading activity of our Shares. In addition to market and industry trends,
specific business factors may lead to significant volatility. These include the results of clinical trials
for our drug candidates, outcomes related to regulatory approvals, and any regulatory changes
affecting the pharmaceutical and healthcare industries. Other elements that may contribute to
volatility are changes in revenue, earnings, cash flows, investments, and expenditures, along with
supplier relationships, key personnel movements, and competitive strategies. Moreover, companies
listed on the Stock Exchange with major operations in China have experienced notable price
volatility, indicating that our Shares may also undergo price changes not directly tied to our
operational performance.
Future sales or perceived sales of our H Shares by major Shareholders following the Global
Offering could materially and adversely affect the price of our H Shares and our ability to
raise additional capital in the future.
There has not been a public market for our H Shares prior to the Global Offering. Following
the Global Offering, any sales or perceived sales by our existing shareholders could significantly
lower the prevailing market price of our H Shares. Immediately after the Global Offering, only a
limited number of H Shares will be available for sale or issuance due to existing contractual and
regulatory restrictions. Nonetheless, once these restrictions are lifted or waived, substantial future
sales of H Shares in the public market, or even the perception that such sales might happen, could
lead to a considerable decrease in our market price and affect our capacity to raise equity capital
in the future.
The payment of dividends is subject to PRC law restrictions, and there is no guarantee
regarding the timing or existence of future dividend payments, as our ability to declare
dividends relies on the availability of distributable profits from us and our subsidiaries.
Our ability to declare future dividends will depend on the availability of dividends received
from us and our subsidiaries. Under PRC law and the constitutional documents of our PRC
operating companies, dividends may only be paid from distributable profits, defined as after-tax
profits determined under PRC GAAP , less any recovery of accumulated losses and mandatory
allocations to statutory capital reserve funds. The declaration, payment, and amount of any future
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dividends are at the discretion of our Directors, who will consider our operational results, financial
condition, cash requirements, and other relevant factors, subject to approval at a Shareholders’
meeting. Additionally, the calculation of distributable profits under PRC GAAP differs from that
under IFRS, and our operating subsidiaries may not generate sufficient distributable profits. As a
result, we may not have adequate profits to distribute dividends in the future, even if our financial
statements indicate profitability.
Any future conversion of our Unlisted Shares into H Shares, subject to approval from the
CSRC and other regulatory bodies, may increase the supply of H Shares and adversely
affecting their market price.
All of our Unlisted Shares may potentially be converted into H Shares in the future, pending
approval from the CSRC. These converted shares may then be listed or traded on an overseas stock
exchange, contingent upon obtaining necessary internal shareholder approvals and relevant
regulatory approvals from PRC authorities prior to conversion and trading. Under PRC Company
Law, shares issued before a public offering are restricted from being transferred for one year
following the Listing date. Consequently, after receiving the requisite approvals, our Unlisted
Shares may be traded as H Shares on the Stock Exchange one year after the Global Offering. During
such time, this will increase the supply of H Shares in the market, which may negatively impact
their market price.
Raising additional capital could dilute shareholder interests, impose operational restrictions,
or require us to forfeit rights to our technologies or drug candidates, as we may seek funding
through equity offerings, licensing agreements, collaborations, government funding, or debt
financing, even if we believe our current funds are adequate.
We may meet our future cash needs through various means, including equity offerings,
licensing agreements, collaborations, government funding, debt financing, or a combination of
these methods. Additionally, we might pursue further capital even if we believe our current funds
are sufficient, driven by favorable market conditions or strategic considerations. If we raise
additional capital through the sale of equity or convertible debt securities, it could dilute your
ownership interest, and the terms may include preferences that negatively impact your rights as a
holder of our H Shares. Taking on additional debt or issuing certain equity securities could lead to
increased fixed payment obligations and impose restrictive covenants. These restrictions may limit
our ability to incur more debt, issue additional equity, acquire or license intellectual property rights,
and could adversely affect our business operations. Moreover, the issuance of additional equity
securities, or even the potential for such issuance, might lead to a decline in the market price of our
H Shares.
Potential investors will experience immediate and substantial dilution due to the Global
Offering, and further dilution may occur if additional Shares are issued in the future.
The Offer Price of the H Shares is higher than the net tangible asset value per Share
immediately prior to the Global Offering, leading to immediate dilution in pro forma consolidated
net tangible asset value for purchasers of the Offer Shares. To support our business growth, we may
look to offer additional Shares in the future. As a result, purchasers could face additional dilution
in net tangible asset value if we issue Shares at a price below the net tangible asset value at that
time.
The facts, forecasts, and statistics obtained from official government sources may not be
entirely reliable.
The facts, forecasts, and statistics presented in this prospectus are sourced from various
reliable entities, including government publications. We believe that this information has been
extracted and reproduced with reasonable care, and we have no reason to consider it false or
misleading. However, the collection and reporting methods may have inherent flaws, and
discrepancies between published data and actual market practices could lead to inaccuracies. We,
along with the Sole Sponsor, Overall Coordinators, and Underwriters, have not independently
verified the information from official government sources. While we trust the sources of this
information, it involves risks and uncertainties, and is subject to change. In any event, careful
consideration should be given to the significance of this information and its implications for
potential investors.
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Y ou should read the entire prospectus carefully, and we strongly caution you not to place any
reliance on any information contained in press articles or other media regarding us or the
Global Offering, as we do not have control over such content and do not accept responsibility
for its accuracy.
Following the date of this prospectus and prior to the completion of the Global Offering, there
may be media coverage regarding us and the Global Offering, which could include financial
information, projections, valuations, and other forward-looking statements. We do not have control
over such coverage, and analysts may express negative opinions, potentially adversely affecting the
market price of H Shares. We have not authorized any disclosure of information through the press
or media and do not accept responsibility for the accuracy or completeness of any articles or reports.
We make no representations regarding the appropriateness, accuracy, or reliability of any
projections or valuations presented. If any statements conflict with the information in this
prospectus, we disclaim responsibility for those discrepancies. Prospective investors should make
their decisions based solely on the information contained in this prospectus and the Global Offering,
as well as any formal announcements issued by us. We do not accept responsibility for the accuracy
of any media reports or the fairness of any forecasts or opinions expressed. Therefore, investors are
advised not to rely on any such external information when considering an investment in our Global
Offering. By applying to purchase H Shares, you agree to rely exclusively on the information within
this prospectus and the Global Offering.
This prospectus contains forward-looking statements based on information available at the
time, which may not be accurate and are subject to uncertainties and contingencies.
This prospectus includes forward-looking statements regarding our future plans, financial
position, business strategies, and growth prospects, all based on information available to our
management at the time of writing. Such statements, identifiable by terms like “may,” “expect,”
“anticipate,” and other similar expressions, are inherently subject to known and unknown risks,
uncertainties, and contingencies that may lead to actual results differing materially from those
projected. Factors influencing the achievement of these plans and objectives encompass market
conditions, competitive actions, general economic conditions, regulatory changes affecting our
industry, and the overall global financial landscape. Given these uncertainties, the forward-looking
statements in this prospectus should not be interpreted as guarantees that the described plans and
goals will be realized.
RISK FACTORS
–5 9–


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In preparation for the Global Offering, our Company has sought and has been granted the
following waivers from strict compliance with the relevant provisions of the Listing Rules and the
following exemption from strict compliance with the Companies (Winding Up and Miscellaneous
Provisions) Ordinance:
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rules 8.12 and 19A.15 of the Listing Rules, we must have a sufficient
management presence in Hong Kong. This normally means that at least two of our executive
Directors must be ordinarily resident in Hong Kong.
Our headquarters and most of our business operations are based, managed and conducted in
the PRC. As our executive Directors play very important roles in our business operation, it is in our
best interest for them to be based in the places where our Group has significant operations. We
consider it practicably difficult and commercially unreasonable for us to arrange for two executive
Directors to ordinarily reside in Hong Kong, either by means of relocation of our executive
Directors to Hong Kong or appointment of additional executive Directors. Therefore, we do not
have, and in the foreseeable future will not have, sufficient management presence in Hong Kong for
the purpose of satisfying the requirements under Rules 8.12 and 19A.15 of the Listing Rules.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted
us, a waiver from strict compliance with the requirements under Rules 8.12 and 19A.15 of the
Listing Rules, provided that our Company implements the following arrangements:
(a) we have appointed Mr. XIE Ming ( ᑽჼ) and Ms. YUNG Mei Y ee (ᄃ)a so u r
authorized representatives (the “ Authorized Representatives ”) pursuant to Rule 3.05 of
the Listing Rules. The Authorized Representatives will act as our Company’s principal
channel of communication with the Stock Exchange. The Authorized Representatives
will be readily contactable by phone, facsimile and email to promptly deal with enquiries
from the Stock Exchange, and will also be available to meet with the Stock Exchange
to discuss any matter within a reasonable period of time upon request of the Stock
Exchange;
(b) when the Stock Exchange wishes to contact our Directors on any matter, each of the
Authorized Representatives will have all necessary means to contact all of our Directors
(including our independent non-executive Directors) promptly as and when required,
including means to communicate with our Directors when they are travelling. Our
Company will also inform the Stock Exchange as soon as practicable in respect of any
change in the Authorized Representatives in accordance with the Listing Rules. We have
provided the contact details of each Director (such as mobile phone numbers, office
phone numbers (if any), email addresses and fax numbers (if any)) to each of the
Authorized Representatives and the Stock Exchange;
(c) we confirm and will ensure that all Directors who do not ordinarily reside in Hong Kong
possess or can apply for valid travel documents to visit Hong Kong and can meet with
the Stock Exchange within a reasonable period upon the request of the Stock Exchange;
(d) we have appointed Somerley Capital Limited as our compliance advisor upon Listing
pursuant to Rule 3A.19 of the Listing Rules for a period commencing on the Listing Date
and ending on the date on which we comply with Rule 13.46 of the Listing Rules in
respect of our financial results for the first full financial year commencing after the
Listing Date. Our compliance advisor, who will serve as the additional channel of
communication with the Stock Exchange when the Authorized Representatives are not
available and will have access at all times to the Authorized Representatives, our
Directors and our senior management as prescribed by Rule 3A.23 of the Listing Rules;
and
(e) meetings between the Stock Exchange and our Directors can be arranged through the
Authorized Representatives or our compliance advisor, or directly with our Directors
within a reasonable time frame.
W AIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
–6 0–


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EXEMPTION FROM STRICT COMPLIANCE WITH SECTION 342(1)(B) OF THE
COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
IN RELATION TO PARAGRAPH 27 OF PART I AND PARAGRAPH 31 OF PART II OF THE
THIRD SCHEDULE TO THE COMPANIES (WINDING UP AND MISCELLANEOUS
PROVISIONS) ORDINANCE
According to section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, this prospectus shall include an accountants’ report which contains the matters specified
in the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
According to paragraph 27 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, our Company is required to include in this prospectus a
statement as to the gross trading income or sales turnover (as the case may be) of our Company
during each of the three financial years immediately preceding the issue of this prospectus as well
as an explanation of the method used for the computation of such income or turnover and a
reasonable breakdown of the more important trading activities.
According to paragraph 31 of Part II of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, our Company is required to include in this prospectus a
report prepared by our Company’s auditor with respect to profits and losses of our Company in
respect of each of the three financial years immediately preceding the issue of the prospectus and
the assets and liabilities of our Company at the last date to which the financial statements were
prepared.
According to section 342A(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, the SFC may issue, subject to such conditions (if any) as the SFC thinks fit, a certificate
of exemption from strict compliance with the relevant requirements under the Companies (Winding
Up and Miscellaneous Provisions) Ordinance if, having regard to the circumstances, the SFC
considers that the exemption will not prejudice the interests of the investing public and strict
compliance with any or all of such requirements would be irrelevant or unduly burdensome, or is
otherwise unnecessary or inappropriate.
According to Rule 4.04(1) of the Listing Rules, the Accountants’ Report contained in this
prospectus must include, inter alia, the results of our Company in respect of each of the three
financial years immediately preceding the issue of this prospectus or such shorter period as may be
acceptable to the Stock Exchange.
According to Rule 18A.06 of the Listing Rules, an eligible biotech company shall comply with
Rule 4.04 of the Listing Rules modified so that references to “three financial years” or “three years”
in that rule shall instead refer to “two financial years” or “two years”, as the case may be.
Accordingly, we applied to the SFC for a certificate of exemption from strict compliance with
the requirements under section 342(1)(b) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance in relation to paragraph 27 of Part I and paragraph 31 of Part II of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance on the following
grounds:
(a) our Company is a clinical-stage biopharmaceutical company committed to developing
innovative drugs, and falls within the scope of biotech company as defined under
Chapter 18A of the Listing Rules;
(b) the Accountants’ Report for the two years ended December 31, 2025 has been disclosed
in the prospectus of the Company and is set out in Appendix I to this prospectus in
accordance with Rule 18A.06 of the Listing Rules;
(c) notwithstanding that the financial results set out in this prospectus are only for the two
years ended December 31, 2025 in accordance with Chapter 18A of the Listing Rules,
other information required to be disclosed under the Listing Rules and requirements
under the Companies (Winding up and Miscellaneous Provisions) Ordinance has been
adequately disclosed in this prospectus pursuant to the relevant requirements;
W AIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
–6 1–


--- page 73 ---
(d) furthermore, given that Chapter 18A of the Listing Rules provides track record period
of two years for biotech companies in terms of financial disclosure, strict compliance
with the requirements of section 342(1)(b) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance in relation to paragraph 27 of Part I and paragraph
31 of Part II of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance would be unnecessary and/or irrelevant in the circumstance of our
Company. We did not generate any revenue or incur any cost of revenue during the Track
Record Period. For the years ended December 31, 2024 and 2025, we reported total
comprehensive losses of RMB137.3 million and RMB175.6 million, respectively, which
were primarily attributable to research and development costs, administrative expenses
and finance costs. Our Company did not record any revenue for the financial year ended
December 31, 2023, and the other income in 2023 mainly came from government grants
and bank interest income. We believe the financial information for the financial year
ended December 31, 2023 does not provide meaningful insight into our future
performance and is not necessary for investors’ understanding and assessment of the
business, assets and liabilities, financial position, management and prospects of the
Group; and
(e) our Directors and the Sole Sponsor are of the view that the Accountants’ Report covering
the two years ended December 31, 2025, as set out in Appendix I to this prospectus,
together with other disclosures in this prospectus, has already provided the potential
investors with adequate and reasonably up-to-date information in the circumstances to
form a view on the track record of our Company, and our Directors confirm that all
information which is necessary for the investing public to make an informed assessment
of our Company’s business, assets and liabilities, financial position, trading position,
management and prospects has been included in this prospectus. Therefore, the
exemption would not prejudice the interests of the investing public.
A certificate of exemption has been granted by the SFC under section 342A of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance on the conditions that: (i) the particulars of
this exemption are set out in this prospectus; and (ii) this prospectus will be issued on or before May
28, 2026.
CONSENT IN RESPECT OF CORNERSTONE INVESTMENT BY CONNECTED CLIENTS
Paragraph 1C(1) of Appendix F1 to the Listing Rules provides that, without the prior written
consent of the Stock Exchange, no allocations will be permitted to “connected clients” of the overall
coordinator(s), any syndicate member(s) (other than the overall coordinator(s)) or any distributor(s)
(other than syndicate member(s)).
Paragraph 1B(7) of the Appendix F1 to the Listing Rules provides that, “connected client” in
relation to an exchange participant means any of its client who is a member of the same group of
companies as such exchange participant.
Chapter 4.15 of the Guide for New Listing Applicants (the “ Guide ”) provides that the Stock
Exchange will ordinarily give its consent for allocation to connected clients if it is satisfied that:
(i) the allocation to a connected client represents genuine demand for securities of an applicant; and
(ii) the connected client has not taken and will not take advantage of its position to receive an
allocation for its own benefit at the expense of other placees or the public (i.e., no actual or
perceived preferential treatment has been given to such connected client).
As further described in the section headed “Cornerstone Investors” in this prospectus, each of
V alue Partners Hong Kong Limited (“ VPHKL ”) and V alue Partners Limited (“ VPL”) has entered
into cornerstone investment agreements with the Company and the Sole Sponsor-Overall
Coordinator, to participate as cornerstone investors in the Global Offering. Each of VPHKL and
VPL has agreed to procure certain investment funds that it has actual discretionary investment
management power over to subscribe for the Offer Shares to be issued by the Company under the
International Offering.
W AIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
–6 2–


--- page 74 ---
GF Securities (Hong Kong) Brokerage Limited (“ GF Securities (Hong Kong) Brokerage ”)
is one of the Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, Joint Lead
Managers and Capital Market Intermediaries. Both VPHKL and VPL are wholly-owned subsidiaries
of V alue Partners Group Limited, a company listed on the Stock Exchange (stock code: 806). Since
GF Securities Co., Ltd. (ʮ̡)( “ GF Securities ”), a company listed on the
Shenzhen Stock Exchange (stock code: 000776.SZ) and the Stock Exchange (stock code:
01776.HK), is interested in 20.04% of the issued share capital of V alue Partners Group Limited as
of the Latest Practicable Date, it renders each of VPHKL and VPL an associate of GF Securities.
GF Securities (Hong Kong) Brokerage is an indirect wholly-owned subsidiary of GF Securities.
Each of VPHKL and VPL is therefore a member of the same group of companies as GF Securities
(Hong Kong) Brokerage and considered a “connected client” of GF Securities (Hong Kong)
Brokerage. We have sought, and the Stock Exchange has given the requested written consent under
paragraph 1C(1) of Appendix F1 to the Listing Rules to allow each of VPHKL and VPL to subscribe
for Offer Shares as a cornerstone investor, in accordance with Chapter 4.15 of the Guide and subject
to the following conditions:
(a) each of VPHKL and VPL will hold H Shares allocated to it on a discretionary basis and
on behalf of independent third parties;
(b) the relevant cornerstone investment agreement of each of VPHKL and VPL does not
contain any material terms which are more favorable to it than those in other cornerstone
investment agreements;
(c) no preferential treatment has been, nor will be, given to each of VPHKL and VPL by
virtue of its relationship with GF Securities (Hong Kong) Brokerage in any allocation of
Offer Shares in the Global Offering (other than the assured entitlement under the
relevant cornerstone investment agreement following the principles set out in Chapter
4.15 of the Guide);
(d) GF Securities (Hong Kong) Brokerage has not participated, and will not participate, in
the decision-making process or relevant discussions relating to allocation of Offer
Shares to VPHKL and VPL as cornerstone investors;
(e) each of VPHKL and VPL has confirmed that to the best of its knowledge and belief, it
has not received and will not receive preferential treatment in the allocation of Offer
Shares in the Global Offering as cornerstone investors by virtue of its relationship with
GF Securities (Hong Kong) Brokerage Limited (other than the assured entitlement under
the relevant cornerstone investment agreement following the principles set out in
Chapter 4.15 of the Guide);
(f) each of the Company, the Overall Coordinators including GF Securities (Hong Kong)
Brokerage as one of the Overall Coordinators, VPHKL, VPL and GF Securities (Hong
Kong) Brokerage has provided the Stock Exchange with written confirmations in
accordance with Chapter 4.15 of the Guide; and
(g) details of the cornerstone investments and details of the allocations are disclosed in this
prospectus and will be disclosed in the allotment results announcement of our Company.
For further information about the proposed cornerstone investments by VPHKL and VPL,
please refer to the section headed “Cornerstone Investors” in this prospectus.
CONSENT IN RESPECT OF CORNERSTONE INVESTMENT BY CLOSE ASSOCIATES OF
AN EXISTING SHAREHOLDER
Paragraph 1C(2) of Appendix F1 to the Listing Rules provides that no allocations will be
permitted to directors or existing shareholders of the applicant or their close associates, whether in
their own names or through nominees unless the conditions set out in Rules 10.03 and 10.04 of the
Listing Rules are fulfilled, without the prior written consent of the Stock Exchange.
Rule 10.04 of the Listing Rules provides that a person who is an existing shareholder of the
issuer may only subscribe for or purchase any securities for which listing is sought which are being
marketed by or on behalf of a new applicant either in his or its own name or through nominees if
the conditions in Rules 10.03(1) and (2) of the Listing Rules are fulfilled.
W AIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
–6 3–


--- page 75 ---
Paragraph 18 of Chapter 2.3 of the Guide provides that the Stock Exchange permits an existing
shareholder and/or its close associates to participate in the initial public offering of a Biotech
Company (as defined under Chapter 18A the Listing Rules) provided that the applicant, in case of
a PRC issuer, complies with Rules 19A.13A and 19A.13C of the Listing Rules in relation to the
public float and free float. Further, pursuant to paragraph 18 of Chapter 2.3 of the Guide, an existing
shareholder must subscribe for shares in the initial public offering as a cornerstone investor if it
holds 10% or more of the shares in the applicant prior to the initial public offering, and an existing
shareholder holding less than 10% of shares in the applicant prior to the initial public offering may
subscribe either as a cornerstone investor or placee.
Rule 19A.13A of the Listing Rules requires that, where a new applicant is a PRC issuer with
no other listed shares at the time of listing, at least a minimum prescribed percentage of shares in
the class to which H shares belong must be H shares held by the public at the time of listing,
determined by reference to the expected market value of the class of shares to which H shares
belong at the time of listing.
Rule 19A.13C of the Listing Rules further requires that, where a new applicant is a PRC issuer
with no other listed shares at the time of listing, the portion of H shares for which listing is sought
that are held by the public and not subject to any disposal restrictions (whether under contract, the
Listing Rules, applicable laws or otherwise), at the time of listing, must: (a) represent at least 10%
of the total number of issued shares in the class to which H shares belong at the time of listing
(excluding treasury shares), with an expected market value at the time of listing of not less than
HK$50,000,000; or (b) have an expected market value at the time of listing of not less than
HK$600,000,000.
Each of TruMed Healthcare Master Fund (“ TruMed Master Fund ”) and TruMed Health
Innovation Fund LP (“ TruMed Innovation Fund ”, together with TruMed Master Fund, the
“TruMed Funds ”) is a cornerstone investor. Hainan Renze Zhenji V enture Capital Fund Partnership
Enterprise (Limited Partnership) (ΥྫΆุ(Υྫ)) (“ Hainan
Renze ”) is an existing Shareholder of our Company interested in 0.30% of the total issued Shares
of the Company as of the Latest Practicable Date. The general partner of Hainan Renze is Hainan
TruMed Private Fund Management Partnership Enterprise (Limited Partnership) (ॆএӷ෍ਿ
၍ଣΥྫΆุ(Υྫ)), whose general partner is Hainan TruMed Advisors Ltd. (ॆএፔ
ʮ̡), which is wholly owned by TruMed Investment Management Limited ( ॆএҳ༟၍ଣ
ʮ̡)( “ TruMed Management ”). TruMed Management is ultimately wholly owned by Ms.
Ting Wang. TruMed Management is also the investment manager of TruMed Master Fund. The
general partner of TruMed Innovation Fund is TruMed Health Innovation Fund GP Limited, which
is controlled by Ms. Ting Wang. TruMed Funds are therefore under the common control of Ms. Ting
Wang, and accordingly close associates of Hainan Renze.
For further details, please refer to the section headed “Cornerstone Investors” in this
prospectus.
Our Company has sought, and the Stock Exchange has given, a written consent under
paragraph 1C(2) of Appendix F1 to the Listing Rules to allow TruMed Funds to participate in the
Global Offering as cornerstone investors subject to the following conditions:
(a) the Company will comply with the public float requirement under Rule 19A.13A and the
free float requirement under Rule 19A.13C of the Listing Rules;
(b) the Offer Shares to be subscribed by and allocated to TruMed Master Fund and TruMed
Innovation Fund (each a close associate of an existing Shareholder) as cornerstone
investors under the Global Offering will be at the Offer Price and on substantially the
same terms as other cornerstone investors (including being subject to a six-month lock
up arrangement following the Listing), and TruMed Funds will pay and settle in full for
the Offer Shares before dealings commence on the Listing Date;
(c) the Company, the Sole Sponsor and the Overall Coordinators confirm that no
preferential treatment has been, nor will be, given to each of TruMed Funds as a
cornerstone investor by virtue of its relationship with the Company in any allocation in
the Global Offering, other than the preferential treatment of assured entitlement under
W AIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
–6 4–


--- page 76 ---
the cornerstone investment with TruMed Funds which follows the principles set out in
Chapters 2.3 and 4.15 of the Guide, and that the terms of the cornerstone investment
agreement of TruMed Funds are substantially the same as the other cornerstone
investment agreements; and
(d) details of the allocation of the Offer Shares to each of TruMed Funds as a cornerstone
investor in the Global Offering are disclosed in this prospectus and will be disclosed in
the allotment results announcement of the Company.
For further information about the proposed cornerstone investments by the TruMed Funds,
please refer to the section headed “Cornerstone Investors” in this prospectus.
W AIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
–6 5–


--- page 77 ---
DIRECTORS’ RESPONSIBILITY STATEMENT
This prospectus, for which our Directors (including any proposed Director who is named as
such in this prospectus) collectively and individually accept full responsibility, includes particulars
given in compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance,
the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong)
and the Listing Rules for the purpose of giving information with regard to us. Our Directors, having
made all reasonable enquiries, confirm that to the best of their knowledge and belief, the
information contained in this prospectus is accurate and complete in all material respects and not
misleading or deceptive, and there are no other matters the omission of which would make any
statement herein or this prospectus misleading.
CSRC FILING
According to the Overseas Listing Trial Measures, we are required to complete the filing
procedures with the CSRC in connection with the proposed Listing. We have submitted a filing to
the CSRC for application for the Listing on August 24, 2025. The CSRC confirmed that such filing
has been completed on April 15, 2026. No other approvals from the CSRC are required to be
obtained for the Listing.
UNDERWRITING AND INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering, which
forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this
prospectus sets out the terms and conditions of the Hong Kong Public Offering.
The Hong Kong Offer Shares are offered solely on the basis of the information contained and
representations made in this prospectus and on the terms and subject to the conditions set out herein
and therein. No person is authorized to give any information in connection with the Global Offering
or to make any representation not contained in this prospectus, and any information or
representation not contained in this prospectus must not be relied upon as having been authorized
by our Company, the Sole Sponsor, the Sole Sponsor-Overall Coordinator, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Capital Market Intermediaries, any of the Underwriters, any of our or their respective directors,
agents, employees or advisors or any other party involved in the Global Offering.
The Listing is sponsored by the Sole Sponsor and the Global Offering is managed by the Sole
Sponsor-Overall Coordinator. The Hong Kong Public Offering is fully underwritten by the Hong
Kong Underwriters under the terms and conditions of the Hong Kong Underwriting Agreement. The
International Offering is expected to be fully underwritten by the International Underwriters subject
to the terms and conditions of the International Underwriting Agreement, which is expected to be
entered into on or about Wednesday, June 3, 2026.
Neither the delivery of this prospectus nor any offering, sale or delivery made in connection
with the Offer Shares should, under any circumstances, constitute a representation that there has
been no change or development reasonably likely to involve a change in our affairs since the date
of this prospectus or imply that the information contained in this prospectus is correct as of any date
subsequent to the date of this prospectus.
Further information regarding the structure of the Global Offering, including its conditions,
are set forth in “Structure of the Global Offering” and the procedure for applying for Hong Kong
Offer Shares are set forth in “How to Apply for Hong Kong Offer Shares”.
OVER-ALLOTMENT OPTION AND STABILIZATION
Details of the arrangements relating to the Over-allotment Option and stabilization are set out
in the section headed “Structure of the Global Offering”.
RESTRICTIONS ON OFFERS AND SALES OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will
be required to, or be deemed by his acquisition of Offer Shares to, confirm that he/she/it is aware
of the restrictions on offer and sale of the Hong Kong Offer Shares described in this prospectus.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–6 6–


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No action has been taken to permit a public offering of the Offer Shares or the general
distribution of this prospectus in any jurisdiction other than in Hong Kong. Accordingly, this
prospectus may not be used for the purposes of, and does not constitute, an offer or invitation in
any jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to
any person to whom it is unlawful to make such an offer or invitation. The distribution of this
prospectus and the offering and sales of the Offer Shares in other jurisdictions are subject to
restrictions and may not be made except as permitted under the applicable securities laws of such
jurisdictions and pursuant to registration with or authorization by the relevant securities regulatory
authorities or an exemption therefrom.
APPLICATION FOR LISTING OF OUR H SHARES ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of listing of, and permission to deal
in, our H Shares to be issued pursuant to (i) the Global Offering; and (ii) the exercise of the
Over-allotment Option, as well as the H Shares to be converted from Unlisted Shares. No part of
our equity or debt securities is listed on or dealt in on any other stock exchange and no such listing
or permission to list is being or proposed to be sought on the Stock Exchange or any other stock
exchange in the near future.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any application will be invalid if the listing of, and
permission to deal in, our H Shares on the Stock Exchange is refused before the expiration of three
weeks from the date of the closing of the application lists, or such longer period (not exceeding six
weeks) as may, within the said three weeks, be notified to our Company by or on behalf of the Stock
Exchange.
COMMENCEMENT OF DEALINGS IN OUR H SHARES
Dealings in our H Shares on the Stock Exchange are expected to commence on Friday, June 5,
2026. Our H Shares will be traded in board lots of 50 H Shares. The stock code of our H Shares
will be 01779.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of listing of, and permission to deal in, our H Shares on the Stock
Exchange and our compliance with the stock admission requirements of HKSCC, our H Shares will
be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with
effect from the Listing Date or any other date as determined by HKSCC. Settlement of transactions
between participants of the Stock Exchange is required to take place in CCASS on the second
settlement day after any trading day. All activities under CCASS are subject to the General Rules
of HKSCC and the HKSCC Operational Procedures in effect from time to time. All necessary
arrangements have been made for our H Shares to be admitted into CCASS. Investors should seek
the advice of their stockbrokers or other professional advisors for the details of the settlement
arrangements as such arrangements may affect their rights and interests.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisors if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding or disposing of, or dealing in, our H Shares or
exercising any rights attaching to them. We emphasize that none of our Company, the Sole Sponsor,
the Sole Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters,
any of our or their respective directors, officers or representatives or any other person involved in
the Global Offering accepts responsibility for any tax effects or liabilities resulting from your
subscription, purchase, holding or disposing of, or dealing in, our H Shares or your exercise of any
rights attaching to our H Shares.
H SHARE REGISTER OF MEMBERS AND STAMP DUTY
All of our H Shares issued pursuant to applications made in the Global Offering and our H
Shares converted from Unlisted Shares will be registered on our H Share register of members to be
maintained in Hong Kong by our H Share Registrar, Tricor Investor Services Limited, at 17/F, Far
East Finance Centre, 16 Harcourt Road, Hong Kong. Our principal register of members will be
maintained by us at our headquarters in the PRC.
Dealings in the H Shares registered in our H Share register of members will be subject to Hong
Kong stamp duty.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES
We have instructed our H Share Registrar, and our H Share Registrar has agreed, not to
register the subscription, purchase or transfer of any H Shares in the name of any particular holder
unless and until such holder delivers a signed form to our H Share Registrar in respect of those H
Shares bearing statements to the effect that the holders:
 agrees with us and each of our Shareholders, and we agree with each Shareholder, to
observe and comply with the PRC Company Law and our Articles of Association;
 agrees with us, each of our Shareholders, Directors, managers and officers, and we,
acting for ourselves and for each of our Directors, managers and officers agree with each
of our Shareholders, to refer all differences and claims arising from our Articles of
Association or any rights or obligations conferred or imposed by the PRC Company Law
or other relevant laws and administrative regulations concerning our affairs to
arbitration, and any reference to arbitration shall be deemed to authorize the arbitration
tribunal to conduct hearings in open session and to publish its award, which arbitration
shall be final and conclusive;
 agrees with us and each of our Shareholders that the H Shares are freely transferable by
the holders thereof; and
 authorizes us to enter into a contract on his or her behalf with each of our Directors,
managers and officers whereby such Directors, managers and officers undertake to
observe and comply with their obligations to our Shareholders as stipulated in our
Articles of Association. Persons applying for or purchasing H Shares under the Global
Offering are deemed, by making an application or purchase, to have represented that
they are not close associates (as defined in the Listing Rules) of any of the Directors or
an existing Shareholder or a nominee of any of the foregoing.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by our Company, dividends payable in Hong Kong dollars in
respect of our H Shares will be paid to the Shareholders as recorded on the H Share register of
members of our Company in Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the
registered address of each Shareholder. Cash dividends to domestic investors of H-share “full
circulation” shall be distributed through China Securities Depository and Clearing Corporation
Limited. An H-share listed company shall transfer RMB cash dividends to the designated bank
account of the Shenzhen subsidiary of China Securities Depository and Clearing Corporation
Limited, who shall complete the clearing of cash dividends by distributing the cash dividends to
investors through domestic securities companies.
LANGUAGE
If there is any inconsistency between the English version of this prospectus and the Chinese
translation of this prospectus, the English version of this prospectus shall prevail. For ease of
reference, the names of the Chinese laws and regulations, government authorities, institutions,
natural persons or other entities (including certain of our subsidiaries) have been included in this
prospectus in both the Chinese and English languages. In the event of any inconsistency, the
Chinese version shall prevail.
ROUNDING
Certain amounts and percentage figures included in this prospectus have been subject to
rounding adjustments, or have been rounded to one or two decimal places. Accordingly, figures
shown as totals in certain tables may not be an arithmetic aggregation of the figure preceding them.
Any discrepancies in any table, chart or elsewhere between totals and sums of amounts listed
therein are due to rounding.
EXCHANGE RATE CONVERSION
Unless otherwise specified, amounts denominated in RMB, US$ and HK$ have
been translated, for the purpose of illustration only, into Hong Kong dollars in this prospectus at the
following exchange rates: HK$1.00:RMB0.8741, US$1.00:RMB6.8435 and US$1.00:HK$7.8292.
No representation is made that any amounts in RMB or US$ were or could have been or could
be converted into Hong Kong dollars at such rates or any other exchange rates on such date or any
other date.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Dr. LIU Heng ( ᄎ㛬) Room 101, No. 783, Lane 999, Hanghe Road
Pudong New District, Shanghai, PRC
Chinese
Dr. SUN Bill Nai-chau
(SUN, Nai-chau) (ɗ൴)
Room A3-501, North Zone 2, No. 1 Longdong Avenue
Pudong New District, Shanghai, PRC
U.S./ Chinese
(Taiwan)
Mr. XIE Ming ( ᑽჼ) Room 502, No. 22, Xinjiangwan Shangjingyuan
Lane 1450, Guoquan North Road
Y angpu District, Shanghai, PRC
Chinese
Non-executive Directors
Mr. LIN Jian ( ᘺᄏ) Room 702, No. 8, Block 8, Lane 3333, Qixin Road
Minhang District, Shanghai, PRC
Chinese
Ms. GU Qin ( ᚥා) Room 103, Building 3, Zhongnan Century City
Changshu City, Suzhou City, Jiangsu Province, PRC
Chinese
Dr. XUE Di ( ᑡဟ) Room 501, No. 6, Lane 488, Mianxin Road
Pudong New District, Shanghai, PRC
Chinese
Dr. CHEN Kan ( ௓Թ) Apartment K2033, 3842 167th Place Northeast
Redmond, Washington 98952-6631, United States
Chinese
Independent non-executive Directors
Mr. SIU Paul Y u Hay
(ጽᘴဢ)
Unit 608, Lane 759, Yindu Road
Minhang District, Shanghai, PRC
Chinese
Mr. RUAN Tim ( Ԥ૴ɻ) Flat B, 31/F, Blk T1, University Heights
23 Pokfield Road, Pok Fu Lam, Hong Kong
Chinese
Mr. Y ANG Chun (݆Unit 21-4, Villa Zone 3, Building 1
Tianhua North Road, Yizhuang Economic-Technological
Development Area, Daxing District, Beijing, PRC
Chinese
Mr. ZHOU Guofang ( մ਷ԣ) Room 1001, Lane 666, Hongqiao Road
Xuhui District, Shanghai, PRC
Chinese
For details of our Directors, see “Directors and Senior Management” in this prospectus.
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Sole Sponsor and Sole Sponsor-Overall Coordinator Sinolink Securities (Hong Kong)
Company Limited
Unit 3501-08, 35/F, Cosco Tower
183 Queen’s Road Central, Sheung Wan, Hong Kong
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners, Joint Lead Managers and
Capital Market Intermediaries
Sinolink Securities (Hong Kong)
Company Limited
Unit 3501-08, 35/F, Cosco Tower
183 Queen’s Road Central, Sheung Wan, Hong Kong
GF Securities (Hong Kong) Brokerage Limited
27/F, GF Tower, 81 Lockhart Road
Wan Chai, Hong Kong
ABCI Capital Limited
(acting as Overall Coordinator , Joint Global
Coordinator , Joint Bookrunner and Capital Market
Intermediary only)
11/F, Agricultural Bank of China Tower
50 Connaught Road Central, Hong Kong
ABCI Securities Company Limited
(acting as Joint Lead Manager and Capital Market
Intermediary only)
10/F, Agricultural Bank of China Tower
50 Connaught Road Central, Hong Kong
CCB International Capital Limited
12/F, CCB Tower
3 Connaught Road Central, Central, Hong Kong
Shanxi Securities International Limited
Unit A, 29/F, Admiralty Center Tower 1
18 Harcourt Road, Admiralty, Hong Kong
TradeGo Markets Limited
Room 3405, West Tower, Shun Tak Centre
168-200 Connaught Road Central, Hong Kong
Legal Advisors to our Company As to Hong Kong laws:
ONC Lawyers
19/F, Three Exchange Square
8 Connaught Place, Central, Hong Kong
As to PRC laws:
Hai Run Law Firm
5/9/10/13/17 Floors, Broadcasting Tower
14 Jianwai East Street, Chaoyang District, Beijing, PRC
Legal Advisors to the Sole Sponsor and
Underwriters
As to Hong Kong laws:
Han Kun Law Offices LLP
Rooms 4301-10, 43/F, Gloucester Tower
The Landmark
15 Queen’s Road Central, Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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As to PRC laws:
Zhong Lun Law Firm
10/11/16/17/F, Two IFC, 8 Century Avenue
Pudong New Area, Shanghai, PRC
Auditors and Reporting Accountants Ernst & Y oung
Certified Public Accountants
Registered Public Interest Entity Auditor under the
Accounting and Financial Reporting Council
Ordinance
27/F, One Taikoo Place
979 King’s Road, Quarry Bay, Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Suite 2504, Wheelock Square
1717 Nanjing West Road
Jing’an District, Shanghai, PRC
Compliance Advisor Somerley Capital Limited
20th Floor, China Building
29 Queen’s Road Central, Hong Kong
Receiving Bank China CITIC Bank International Limited
80 Floor, International Commerce Centre
1 Austin Road West, Kowloon, Hong Kong
Sub-receiving Bank CMB Wing Lung Bank Limited
14/F, CMB Wing Lung Bank Building
45 Des V oeux Road, Central, Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office, Headquarters and Principal Place
of Business in the PRC
5th Floor, Building F, Area A
No. 128 Yinhe Road, Dongnan Subdistrict
Changshu City, Suzhou City, Jiangsu Province, PRC
Principal Place of Business in Hong Kong 40/F, Dah Sing Financial Centre
248 Queen’s Road East, Wanchai, Hong Kong
Company’s Website www.longbio.com
(Information contained on this website does not form
part of this prospectus)
Company Secretary Ms. YUNG Mei Y ee (ᄃ)
40/F, Dah Sing Financial Centre
248 Queen’s Road East, Wanchai, Hong Kong
Authorized Representatives Mr. XIE Ming ( ᑽჼ)
Room 502, No. 22
Xinjiangwan Shangjingyuan
Lane 1450 Guoquan North Road
Y angpu District, Shanghai, PRC
Ms. YUNG Mei Y ee (ᄃ)
40/F, Dah Sing Financial Centre
248 Queen’s Road East, Wanchai, Hong Kong
Audit Committee Mr. SIU Paul Y u Hay ( ጽᘴဢ) (Chairperson)
Mr. RUAN Tim ( Ԥ૴ɻ)
Mr. LIN Jian ( ᘺᄏ)
Remuneration Committee Mr. Y ANG Chun (݆)Chairperson)
Mr. RUAN Tim ( Ԥ૴ɻ)
Mr. XIE Ming ( ᑽჼ)
Nomination Committee Dr. LIU Heng ( ᄎ㛬) (Chairperson)
Ms. GU Qin ( ᚥා)
Mr. Y ANG Chun (݆)
Mr. SIU Paul Y u Hay ( ጽᘴဢ)
Mr. ZHOU Guofang ( մ਷ԣ)
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road, Hong Kong
Principal Banks China CITIC Bank, Changshu Branch
No.266, Changjiang Road
Changshu City, Jiangsu Province, PRC
China Merchants Bank, Changshu Branch
No. 176 Zhujiang Road
Changshu City, Jiangsu Province, PRC
CORPORATE INFORMATION
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The information and statistics set out in this section and other sections of this
Prospectus were extracted from the Frost & Sullivan Report, and from various official
government publications and other publicly available publications. We engaged Frost &
Sullivan to prepare the Frost & Sullivan Report, an independent industry report, in connection
with the Global Offering. The information from official government sources has not been
independently verified by us, the Sole Sponsor , Overall Coordinators, Joint Global
Coordinators, Joint Bookrunners, Joint Lead Managers, Underwriters, any of their respective
directors and advisors, or any other persons or parties involved in the Global Offering. For
more details of the risks relating to our industry, see “Risk Factors” in this Prospectus.
OVERVIEW OF ALLERGIC DISEASE DRUG MARKET
The classification of hypersensitivity reactions is the immunological basis for the
classification of allergic diseases. Hypersensitivity is a state of altered reactivity in which the body
reacts with an exaggerated immune response to a foreign substance. There are four traditional
classifications for hypersensitivity reactions, namely, Type I, Type II, Type III, and Type IV
reactions.
Type I hypersensitivity is the direct pathological basis of numerous allergic diseases. Type I
hypersensitivity triggered by allergens in different organs causes AR, allergic asthma, CSU, food
allergy and other allergic diseases. IgE is the core mechanism driving Type I hypersensitivity. After
the first exposure to an allergen, allergen-specific IgE produced by the body binds to Fc /H9255RI
receptors on the surface of mast cells and basophils, thereby sensitizing these cells. When exposed
to the same allergen again, the allergen specifically binds to IgE on the cell surface and induces
cross-linking, directly prompting sensitized cells to release active mediators such as histamine and
initiating hypersensitivity reactions. By dominating Type I hypersensitivity, IgE is the core driver
of allergic diseases such as AR, allergic asthma, CSU, and food allergy.
With the advancement of biopharmaceutical technology, precision medicine and personalized
treatment have become the development trend, and new types of drugs will continue to emerge,
thereby providing more choices for patients with allergic diseases. The global allergic disease drugs
market has grown from US$42.8 billion in 2018 to US$68.8 billion by 2024, at a CAGR of 8.2%,
and is estimated to reach US$111.4 billion by 2030, at a CAGR of 7.9% during this period. It is
estimated that the global market share of biologics will increase from 40.4% in 2024 to 61.3% in
2030.
The allergic disease drugs market in China grew from US$3.8 billion in 2018 to US$8.1
billion by 2024, at a CAGR of 13.3%, and is estimated to reach US$22.9 billion by 2030, at a CAGR
of 20.1% during this period. It is estimated that the market share of biologics in China will increase
from 19.8% in 2024 to 54.1% in 2030.
Market drivers and future trends of allergic drug market
Rising prevalence driven by urbanization, natural environmental changes, and lifestyle
shifts. In the process of urbanization, the intensification of urban air pollution; the prolonged pollen
transmission season caused by global warming resulting from natural environmental changes; and
other factors such as lifestyle shift toward indoor confinement, frequent air conditioner use, and a
rising pet ownership rate have collectively increased exposure to allergens, directly fueling the
continuous upward trend in the overall prevalence of allergic diseases.
Increased awareness of diagnosis and treatment of allergic diseases among patients. Today,
with the popularization of health education, patients’ understanding of allergic diseases has
deepened, and their willingness to seek medical treatment proactively has significantly increased.
Meanwhile, the widespread availability of allergen detection equipment in primary medical
institutions has enabled the diagnosis of more mild and occult allergic patients, substantially
improving the disease diagnosis rate and prompting more patients with allergic diseases to receive
treatment.
Growing number of patients with moderate-to-severe allergic diseases. Affected by factors
such as long-term continuous allergen exposure and insufficient early intervention, some patients
with mild allergic diseases have gradually progressed to moderate-to-severe conditions. These
patients show limited response to traditional drugs and have an urgent demand for long-lasting,
precise treatment options such as biologics. The increase in the number of moderate-to-severe
allergic disease patients has driven the growth in demand for high-value drugs like biologics, which
in turn has boosted the growth of the allergic disease drug market.
INDUSTRY OVERVIEW
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Rising proportion of biologics in the treatment of allergic diseases. The share of biologics
in the allergic disease drug market is rapidly increasing. Their key advantages are that compared
with traditional drugs, it features precise targeting, long-lasting efficacy, and fewer side effects. It
can especially meet the unmet clinical needs of moderate-to-severe patients. Furthermore, in recent
years, biological drugs targeting IgE, IL-4R /H9251, and other targets have demonstrated excellent
long-term control effects in clinical practice. Meanwhile, the R&D of biological drugs targeting
new targets such as IL-13 and TSLP in the subsequent pipeline are advancing rapidly, contributing
to the growing proportion of biologics in the allergic disease market.
Diversification of therapeutic targets for allergic diseases. With the deepening research on
the immune mechanism of allergic reactions, the R&D of therapeutic targets for allergic disease
drugs is evolving from the traditional single dimension to a diversified direction. While focusing
on targets of IgE-driven type I hypersensitivity, new targets associated with allergic inflammatory
pathways, such as IL-4, IL-13, and TSLP , have been gradually validated. A succession of
multi-targets drugs have been approved for the treatment of allergic diseases, enriching clinical
treatment options and more accurately meeting differentiated clinical needs.
Entry barriers of allergic disease drug market
Significant Target Development Challenges. Core target development faces high barriers.
Taking IgE as an example, its complex molecular structure (i.e. conformational changes affect
receptor binding) and the multi-cell pathways involved in allergic reactions make single targets
insufficient to cover all mechanisms, hence resulting in very few approved drugs globally over the
past 20 years.
Stringent Drug Performance Requirements. The chronic nature of allergic diseases demands
high medication adherence; therefore, requiring drugs to be both long-acting and highly active.
Traditional drugs are gradually replaced by biologics due to their side effects and limited efficacy,
but the high cost and injectable administration of biologics remain challenging.
High Technical and Platform Barriers. The industry is developing from single-target drugs
to multi-target drugs, which need to block multiple inflammatory pathways simultaneously and rely
on technologies like multi-omics integration and multi specific antibodies. These factors result in
significant technical barriers, and small and medium-sized enterprises without advanced technology
and platforms will face great challenges in developing multi-target drugs.
OVERVIEW OF GLOBAL ANTI-IgE ANTIBODY DRUG MARKET
Anti-IgE antibodies are biologics targeting IgE, whose mechanism of action is mainly
associated with Type I hypersensitivity (immediate hypersensitivity). They bind to the CH3 domain
of free IgE, preventing IgE from cross-linking with the high-affinity Fc /H9255RI receptors on the surface
of mast cells and basophils, thus inhibiting cell degranulation and the release of allergic mediators
such as histamine and leukotrienes. In addition, anti-IgE antibodies can block the binding of IgE to
CD23 receptors on the surface of B cells and antigen-presenting cells.
With the increasing popularity of biologics in the treatment of allergic diseases, the
penetration rate of anti-IgE antibody drugs has been increasing, which has led to the market size
of anti-IgE antibody drugs growing rapidly. The global market size of anti-IgE antibody drugs has
grown from US$3.0 billion to US$4.5 billion from 2018 to 2024. It is expected to continue to grow
to US$9.0 billion by 2030, growing at a CAGR of 12.2% during the period.
The market size of anti-IgE antibody drugs in China has grown from RMB10.0 million to
RMB2.0 billion from 2018 to 2024. It is expected to continue to grow to RMB12.1 billion by 2030,
growing at a CAGR of 32.5% during the period.
Market drivers and future trends of anti-IgE antibody drugs market
Prevalence of allergic diseases continues to expand: The prevalence of allergic diseases has
continued to grow in recent years. According to the World Allergy Organization, the global
prevalence of allergic diseases has tripled in the last 30 years, and nearly 40% of the world’s
population has been or is plagued by allergies. Allergic diseases have become one of the most
important chronic diseases worldwide, and more effective treatments are being demanded.
Increased patient awareness and willingness to pay for innovative therapies: The spread of
disease education and the promotion of patient organizations have led to a significant increase in
allergy patients’ awareness of the importance of long-term management. More patients are
proactively seeking precise treatment options rather than relying solely on traditional palliative
medications, which has ultimately driven a shift in treatment demand from short-term symptom
control to long-term disease management. In addition, patients’ increased willingness to pay for
innovative therapies is providing a consumer base for the high-value biologics market.
INDUSTRY OVERVIEW
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Treatment paradigm shifts toward biologics: The side effects and limited efficacy of
conventional therapies (e.g., glucocorticoids) have led to a shift in clinical practice toward targeted
biologic therapies. Drugs such as anti-IgE antibodies have gradually become the standard treatment
option for patients with moderate to severe allergies due to their superior safety and efficacy. At the
policy level, the expansion of health insurance coverage and payment reform have further lowered
the threshold for patients to use drugs, which has ultimately accelerated the penetration of biologics
in clinical practice.
Emergence of innovative anti-IgE antibody products: Existing anti-IgE antibody drugs have
maintained market vitality by expanding indications and optimizing dosing regimens. R&D of
new-generation anti-IgE drugs is accelerating, including dosage form innovation and precise design
for different allergen phenotypes. The launch of biosimilars has further enriched market choices by
creating a diversified product landscape where originator drugs, improved new drugs and
biosimilars coexist, jointly promoting the development of the anti-IgE antibody market.
Expanded indications: In recent years, the indications for anti-IgE antibodies in the treatment
of allergic diseases have been expanding. Omalizumab was first approved for the treatment of
asthma, and subsequently approved for the treatment of CSU and CRSwNP . In 2024, omalizumab
was approved by the FDA for the prevention of food allergy. As indications continue to expand, the
applicable patient population for anti-IgE antibodies also continues to grow.
Competitive landscape of anti-IgE antibody
As of the Latest Practicable Date, there are two anti-IgE antibody drugs approved by FDA,
including one original drug and one biosimilar.
Drug Name Company Indication FDA Approval
date
Brand Sale Revenue in
2024
(million USD)
Original drug or
biosimilar
Omalizumab Xolair Novartis/Roche
Food allergy 2024/2/16
4,455.8 Original drug
CRSwNP 2020/12/1
CSU 2014/3/21
Moderate to severe asthma 2003/6/20
Omalizumab-
igec Omlyclo Celltrion
Food allergy
2025/3/9 N.A. Biosimilar
CRSwNP
CSU
Moderate to severe asthma
Name
As of the Latest Practicable Date, there are three anti-IgE antibody drugs approved by NMPA,
including one original drug and two biosimilars.
Omalizumab Xolair
Aomaishu
Enyitan
Novartis
CSU
Allergic asthma
2022/4/8
2017/8/24
150/300mg given
every 4 weeks.
300/450mg given
every 4 weeks.
~1,300/2,600
~5,200
Yes Original drug
NoOmalizumab
-SYN008
CSPC Jushi
Pharmaceutical
Allergic asthma
CSU
2025/1/26 300/450mg given
every 4 weeks.
150/300mg given
every 4 weeks.
~1,900/2,900
~1,000/1,900
Biosimilar
Allergic asthma 2023/5/19 300/450mg given
every 4 weeks. ~1,900/2,900 Yes BiosimilarOmalizumab
-CMAB007
Taizhou Mabtech
Pharmaceutical
2024/9/26
Drug Name Brand Name Company Indication NMPA
Approval Date
Drug Delivery
Program
Monthly
treatment costs
(RMB)
Covered by
NRDL
Original drug
or biosimilar
Note: Depending on the patient’s condition, the dosage of medication used varies and the monthly cost of treatment varies.
Source: FDA, NMP A, Frost & Sullivan Analysis
INDUSTRY OVERVIEW
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As of the Latest Practicable Date, according to ClinicalTrials.gov, there are nine anti-IgE
antibody candidates in the clinical stage globally, including six original drugs and three biosimilars.
Drug Code Company Indications Clinical Stage Latest update
date
Original drug or
biosimilar
Omalizumab Novartis/Roche
Seasonal AR Phase III 2026/1/12
Original drug
COPD Phase II 2026/2/17
FB825 Oneness Biotech
Atopic Dermatitis Phase II 2025/9/22
Original drug
Allergic Asthma Phase II 2024/5/28
Ozureprubart RAPT Therapeutics Food Allergy Phase II 2026/5/4 Original drug
Lesigercept Yuhan Corporation CSU Phase II 2026/4/15 Original drug
UB-221 United BioPharma CSU Phase I 2022/5/13 Original drug
Omalizumab-ADL018 Kashiv BioSciences CSU Phase III 2025/3/25 Biosimilar
Omalizumab-TEV-
45779 Teva Pharmaceuticals CSU Phase III 2025/10/7 Biosimilar
Omalizumab-GNR044 Generium
Pharmaceutical Bronchial Asthma Phase III 2020/10/29 Biosimilar
Exl-111 Excellergy Allergic diseases Phase I 2026/2/19 Original drug
Source: ClinicalTrials.gov, Frost & Sullivan Analysis
As of the Latest Practicable Date, according to CDE, there are seven anti-IgE antibody
candidates in the clinical stage in China, including four original drugs and three biosimilars.
Original drug
2025/12/20Phase IIIAR
Longbio PharmaLP-003
Drug Code Company Indications Clinical Stage Latest update date Original drug or
biosimilar
2025/2/13Phase IIAllergic Asthma
2025/2/9Phase IICSU
2025/12/24Phase IICRSwNP
Original drug
2026/2/6Phase IIICSU
Jiangsu Jiye
BiopharmaceuticalJYB1904/Ozureprubart 2025/12/16Phase IIAllergic Asthma
2026/3/10Phase IIAR
Original drug2025/9/11Phase IICSUUnited BiopharmaUB221
Original drug2026/4/9Phase IICSUYuhan CorporationLesigercept
Biosimilar
2025/12/23Phase IIICSUTaizhou Mabtech
PharmaceuticalOmalizumab-CMAB007
2025/5/13Phase IAllergic Asthma
Biosimilar
2024/6/14Phase IIICSUYuanda Shuyang
PharmaceuticalOmalizumab-SYB507
2022/3/30Phase IAsthma
Biosimilar2021/6/25Phase IAsthmaHisun PharmaceuticalOmalizumab-HS632
Note: Omalizumab first entered the National Reimbursement Drug List (“ NRDL ”) in 2019, and its substance patent expired
in China in 2016.
Source: CDE, Frost & Sullivan Analysis
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With the advancement of antibody technology, next-generation anti-IgE antibody drug
candidates have demonstrated significant advantages over omalizumab in terms of
pharmacokinetics. Among these, the Group’s LP-003 exhibits a superior binding dissociation
constant(Kd) and half-life time compared to those of omalizumab, and it also holds a leading
position among the major anti-IgE antibody drug candidates. Compared with omalizumab and other
drug candidates, LP-003 binds more tightly to its target and persists longer in vivo. This means
LP-003 delivers better and more durable efficacy, and longer half-life time of LP-003 leads to
reducing dosing frequency and total dosage.
Comparison of the Pharmacokinetics of the Anti-IgE Antibody Drugs
Drug Code Company Kd (pM) Half-life time (days)
63
16-22
45~76
Omalizumab Novartis/Roche 1.760
2.08
~360
20
LP-003 Longbio Pharma
RPT904/ozureprubart* RAPT Therapeutics/Jeyou Pharma
UB-221 United BioPharma 585
17-23Ligelizumab Novartis 35~139
Dosage Frequency
150/300 mg Once 4 weeks
Once 4 or 8 or 12 weeks
Once 12 weeks
Once 12 weeks
Once 4 weeks
100/200 mg
300 mg
5/10 mg/kg
72/120 mg
Note: (1) RPT904 only disclosed that its affinity data showed a four-fold increase compared to omalizumab, without
explicitly disclosing its Kd data. Therefore, estimates were made based on omalizumab’ s Kd data. (2) Novartis discontinued
the clinical trials of ligelizumab for urticaria and food allergy in September 2023 and January 2024 respectively.
Ligelizumab is also no longer included in the R&D pipeline disclosed in Novartis’ latest annual report.
Source: desk research, Frost & Sullivan Analysis
Overview of AR Market
AR is a non-infectious chronic inflammatory disease of the nasal mucosa, primarily driven by
IgE after exposure to allergens in atopic individuals. It is characterized by nasal inflammation
caused by allergens such as pollen, dust mites, animal dander and mold. AR is often associated with
other allergic diseases, such as asthma and conjunctivitis. The main symptoms of AR include
sneezing, runny nose, nasal congestion, and itching, and depending on the allergens involved, the
symptoms may be seasonal or perennial. AR affects 10% to 20% of the global population and has
become a major chronic respiratory inflammatory disease, severely impacting the quality of life and
socioeconomic conditions of patients.
There are a large number of AR patients around the world, and its prevalence has grown from
1.3 billion in 2018 to 1.4 billion in 2024, with a CAGR of 1.5%. With the increasing prevalence of
AR, the number of AR patients around the world is expected to reach 1.5 billion in 2030. There are
a large number of AR patients in China, and its prevalence has grown from 232.7 million in 2018
to 245.5 million in 2024, with a CAGR of 0.9%. The number of AR patients in China is expected
to reach 261.1 million in 2030.
With increasing patient awareness of AR and rising treatment rates, the global AR drugs
market maintains steady growth. The global AR drugs market has grown from US$2.8 billion in
2018 to US$5.1 billion by 2024, at a CAGR of 10.6%, and is estimated to reach US$8.8 billion by
2030, at a CAGR of 8.9% during this period. The number of patients with AR worldwide is
relatively stable. According to literature, the global prevalence rate of AR is approximately 18.1%,
with a total of about 1.4 billion patients globally. Currently, no biologics have been approved by the
FDA; only Stapokibart has obtained approval from the NMPA. Globally, chemical drugs remain the
primary treatment method, and there is no approval of new-generation drugs that can cover the
global market in the short term in the future. With the improvement of patients’ health awareness,
the treatment rate of AR is still on the rise. However, due to the continuous price reductions of
allergic rhinitis treatment drugs and the slowdown in the growth of the treatment rate, the projected
CAGR of the global AR drug market is lower than the historical CAGR.
With the continuous approval of biologics for AR treatment, their penetration rate and patient
compliance are steadily increasing, making them a key therapeutic option. Consequently, China’s
AR market is poised for rapid growth. The market size of AR drugs in China grows from RMB2.2
billion to RMB4.6 billion from 2018 to 2024. It is expected to continue to grow to RMB13.6 billion
by 2030, growing at a CAGR of 20.8% during the period.
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Previously, the main treatment method for AR in China was chemical drugs. With the approval
of Stapokibart by the NMPA in 2025, biologics will gradually become one of the primary treatment
options. As patients’ health awareness improves, the treatment rate of AR is still on the rise. Along
with the gradual increase in the penetration rate and adherence of biologics, which have higher
treatment costs and better efficacy, as well as the continuous growth in the treatment rate of AR
patients, the China’s AR drug market will experience rapid growth, resulting in a projected CAGR
higher than the historical CAGR.
Global Market Size of AR Drugs, 2018-2030E
2018 2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Period Small molecular drugs
2018-2024
2025E-2030E
9.9%
2.3%
Biologics Overall
24.1%
44.5%
10.6%
8.9%
Billion USD
BiologicsSmall molecular drugs
2.7
0.10.1
2.8
2.9
0.10.1
3.0
3.2
0.20.2
3.3
3.4
0.20.2
3.6
3.9
0.30.3
4.2
4.3
0.30.3
4.6
4.8
0.40.4
5.1
5.3
0.50.5
5.7
5.5
0.9
6.3
5.7
1.3
7.1
5.8
2.1
7.8
5.8
2.7
8.5
5.9
2.9
8.8
Source: Frost & Sullivan analysis
Market Size of AR Drugs in China, 2018-2030E
Billion RMB
Period
2018-2024
2018 2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
2025E-2030E
Small molecular drugs
13.3%
7.8%
Biologics
13.6%
38.2%
Overall
13.4%
20.8%
1.6
0.6 0.7
2.2
1.8
2.5
2.1
0.8
2.9
2.4
0.9
3.3
2.7
1.0
3.7
3.0
1.2
4.1
3.3
1.3
4.6
3.6
1.6
5.3
4.0
2.2
6.2
4.3
3.5
7.8
4.6
5.1
9.7
5.0
7.0
12.0
5.3
8.3
13.6
BiologicsSmall molecular drugs
Source: Frost & Sullivan analysis
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Treatment Paradigms for AR in China
According to Chinese guideline for diagnosis and treatment of allergic rhinitis (2022), in the
treatment of allergic rhinitis, pharmacotherapy and allergen-specific immunotherapy (“ AIT”) are
the first-line treatment options for symptomatic treatment and etiological treatment, respectively.
Pharmacotherapy is usually used during the symptomatic episode of allergic rhinitis to relieve
patients’ symptoms; while AIT is suitable for patients whose conditions are uncontrollable with
conventional pharmacotherapy, those who wish to avoid long-term medication, and those who need
to prevent the onset of related diseases. Surgery is an adjuvant treatment for allergic rhinitis, only
applicable to patients with allergic rhinitis whose conditions are uncontrollable with treatments
such as pharmacotherapy and immunotherapy, or those who cannot receive long-term
pharmacotherapy.
Biologic therapies are targeted treatments for moderate-to-severe cases, especially those
unresponsive to standard drugs. Agents such as dupilumab, omalizumab, mepolizumab, reslizumab,
and tezepelumab block IL-4R /H9251, IgE, IL-5, IL-5R, or TSLP pathways. These therapies reduce
symptoms, shrink nasal polyps, and decrease glucocorticoid use. They are particularly effective in
patients with elevated IgE, eosinophilia, or multi-organ symptoms. However, high costs and
injectable delivery may reduce accessibility and adherence. Some agents remain in early clinical
stages, with long-term efficacy and safety still under investigation.
The diagram below illustrates the treatment paradigm for AR in China:
Allergen
immunotherapy
Surgery
Medication
Anti-IgE antibody*
Nasal anticholinergic drug
Nasal decongestants
Nasal mast cell stabilizer
Oral mast cell stabilizer
Oral glucocorticoids
Leukotriene receptor antagonist
Oral 2nd-generation antihistamines
Nasal 2nd-generation antihistamines
Nasal glucocorticoids
• Surgical therapy is an adjunctive treatment for AR and is used at clinical discretion.
• Surgical management of AR requires strict indications and contraindications for surgery,
adequate preoperative evaluation, and minimally invasive operation.
• Immunotherapy is the first-line treatment for AR and is clinically recommended.
• It is an allopathic treatment for IgE-driven type I allergic disease.
Allergic
Rhinitis
First-line treatment
Second-line treatment
Source: Chinese guideline for diagnosis and treatment of AR (2022, revision), Frost & Sullivan analysis
As of the Latest Practicable Date, there are only one monoclonal antibody drug approved for
AR by NMPA.
Target Drug Name Brand Name Company
2025/2/7
Covered by
NRDL
NMPA
Approval time
Drug Delivery
Program
Monthly
treatment costs
(RMB)
~3,600/2,400 YesIL-4Rα Stapokibart Kangyueda Keymed biosciences
Initial dose of 600mg,
followed by 300mg
every two weeks
Note: Depending on the patient’s condition, the dosage of medication used varies and the monthly cost of treatment varies.
Source: NMP A, Frost & Sullivan Analysis
As of the Latest Practicable Date, according to ClinicalTrials.gov, there are eight monoclonal
antibody candidates for AR in the clinical stage globally.
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Target Drug Code Company Clinical Stage Latest update date
IL-13 Lebrikizumab Eli Lilly Phase III 2026/4/20
IgE Omalizumab Novartis/Roche Phase III 2026/1/12
IL-4Rα
Dupilumab Sanofi/Regeneron Phase III 2025/7/15
VAK-694 Novartis Phase II 2020/12/19
Bet v 1 REGN5713-5715 Regeneron Phase III 2026/4/21
ADCYAP1 ALD1910 H. Lundbeck A/S Phase I 2022/10/27
IL-33 MT-2990 Mitsubishi Tanabe Pharma Phase I 2025/12/11
CD3/BCMA Cizutamig Candid Therapeutics Phase I 2026/4/16
Note: Only innovative drugs are included.
Source: ClinicalTrials.gov, Frost & Sullivan Analysis
As of the Latest Practicable Date, according to the CDE, there are ten monoclonal antibody
candidates for AR in the clinical stage in China. Compared with therapeutic drugs for allergic
diseases targeting other targets, LP-003 demonstrates differentiated advantages in mechanism of
action and dosage. Its IgE-targeted mechanism is clear and direct, reducing efficacy fluctuations
caused by complex mechanisms. Meanwhile, the lower dosage supports reducing the potential
medication burden on patients. Compared with Omalizumab, a similar anti-IgE antibody drug,
LP-003 achieves further optimization in efficacy and patient compliance. It not only exhibits higher
affinity for IgE, superior blocking effect, and more competitive clinical efficacy, but also effectively
simplifies the treatment process through lower dosage, less frequent administration, and more
convenient medication methods, thereby improving patients’ long-term medication compliance.
Target Drug Code Company Clinical Stage Latest update date
IgE
LP-003 Longbio Pharma Phase III 2025/2/10
JYB1904/Ozureprubart Jiangsu Jiye Biopharmaceutical Phase II 2026/3/10
IL-13 Lebrikizumab Eli Lilly Phase III 2025/6/9
IL-4/IL-4Rα
Dupilumab Sanofi Phase III 2025/4/3
Telikibart Chongqing GenrixBio Biopharmaceutical Phase III 2025/9/25
Comekibart Hunan Mabgeek Biotechnology Phase II/III 2026/3/27
TQH2722 Chiatai Tianqing Pharmaceutical Phase II 2026/3/26
SHR-1819 Hengrui Pharmaceutical Phase II 2025/9/2
ST2 TQC2938 Chiatai Tianqing Pharmaceutical Phase II 2026/4/20
IL-4Rα/ST2 AK139 Zhongshan Akeso Biopharma Phase II 2026/2/13
Note: Only innovative drugs are included.
Source: CDE, Frost & Sullivan analysis
Overview of CSU Market
CSU is the most common type of chronic urticaria, defined by the persistence of hives and/or
angioedema for more than six weeks, with no clear external triggers, causing skin and mucosal
allergic reactions. Patients with CSU typically experience recurrent skin itching and hives, which
can appear on any part of the body, and usually accompanied by varying degrees of swelling. In
recent years, the global prevalence of CSU has been rising, which significantly affects patients’
quality of life and emotional well-being, and imposes a considerable social and economic burden.
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There are a large number of CSU patients around the world, and its prevalence has grown from
65.5 million in 2018 to 69.7 million in 2024, with a CAGR of 1.1%. The number of CSU patients
around the world is expected to reach 73.5 million in 2030. There are a large number of CSU
patients in China, and its prevalence has grown from 22.6 million in 2018 to 26.1 million in 2024,
with a CAGR of 2.5%. The number of CSU patients in China is expected to reach 29.7 million in
2030 at a CAGR of 2.1%.
Driven by the increasing availability of biologic agents and growing patient awareness of
CSU, the rise in treatment rates for CSU, the global CSU drugs market has maintained a steady
growth trend. The global CSU drugs market has grown from US$15.9 billion in 2018 to US$23.7
billion by 2024, at a CAGR of 6.9%, and is estimated to reach US$37.0 billion by 2030, at a CAGR
of 7.1% during this period. The number of patients with CSU worldwide is relatively stable.
According to literature, 75% of global urticaria patients are CSU patients, totalling approximately
69.7 million CSU patients worldwide. Currently, the main biologic used for CSU globally is
Omalizumab, which has been approved for over 10 years, and the global treatment landscape is
relatively stable. With the improvement of patients’ health awareness, the treatment rate of CSU is
still on the rise. However, due to the continuous price reductions of CSU treatment drugs and the
slowdown in the growth of the CSU treatment rate, the projected CAGR of the global CSU drug
market is lower than the historical CAGR.
Since omalizumab was approved for treating CSU, biologics have gradually become one of the
primary treatment options for the patients. Propelled by the continuous improvement in the
penetration rate and treatment compliance to biologics, China’s CSU drug market has experienced
a steady growth. The market size of CSU drugs in China grows from RMB12.2 billion to RMB16.9
billion from 2018 to 2024. It is expected to continue to grow to RMB41.7 billion by 2030, growing
at a CAGR of 16.7% during the period. Previously, the primary treatment for CSU in China was
chemical drugs. In 2022, Omalizumab was approved by the NMPA for CSU treatment and will
gradually become one of the important treatment methods for CSU. With the improvement of
patients’ health awareness, the treatment rate of CSU is still on the rise. Along with the gradual
increase in the penetration rate and adherence of biologics which have higher treatment costs and
better efficacy, as well as the continuous growth in the treatment rate of CSU patients, the China’s
CSU drug market will experience rapid growth, resulting in a projected CAGR higher than its
historical CAGR.
Global Market Size of CSU Drugs, 2018-2030E
Billion USD
Period
2018-2024
2018 2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
2025E-2030E
Small molecular drugs
1.4%
1.8%
Biologics
24.1%
13.0%
Overall
6.9%
7.1%
13.4
2.5
15.9
13.5
3.0
16.5
13.6
3.5
17.1
13.6
4.3
17.9
14.1
6.1
20.2
14.3
7.4
21.7
14.6
9.1
23.7
15.2
11.0
26.2
16.1
13.3
29.4
16.3
15.6
31.9
16.4
17.6
34.0
16.5
19.3
35.8
16.6
20.3
37.0
BiologicsSmall molecular drugs
Source: Frost & Sullivan analysis
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Market Size of CSU Drugs in China, 2018-2030E
Billion RMB
Period
2018-2024
2018 2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
2025E-2030E
Small molecular drugs
4.6%
3.1%
Biologics
NA
53.3%
Overall
5.5%
16.7%
12.2
12.2
12.4
12.4
13.3
13.3
14.7
14.7
15.1
0.10.0 0.0 0.0 0.0 0.2 0.9
15.2
15.5
15.7
16.0
16.9
16.6
2.6
19.3
17.2
6.3
23.4
17.7
10.1
27.8
18.2
14.0
32.2
18.8
18.1
36.9
19.4
22.3
41.7
BiologicsSmall molecular drugs
Source: Frost & Sullivan analysis
Treatment Paradigms for CSU in China
The primary treatment for CSU is medication, with antihistamines as first-line agents. By
blocking H1 receptors, they reduce histamine-mediated vasodilation, vascular permeability, and
pruritus. Second-generation antihistamines offer rapid relief, fewer central side effects, and
convenient dosing. However, as antihistamines do not directly inhibit the Th2 response, some CSU
patients will suffer failure of antihistamine therapy due to the persistence of the Th2 cell response.
Glucocorticoids have potent anti-inflammatory and immunosuppressive effects. They inhibit
inflammatory cell activation and mediator release, stabilize mast cells, and reduce vascular
permeability. They act rapidly and are suitable for severe or refractory cases, but long-term use may
lead to serious adverse effects such as metabolic disturbances and immunosuppression.
Immunosuppressants, such as cyclosporine, regulate immune responses by inhibiting immune
cell proliferation and cytokine signaling. They are considered in treatment-resistant CSU patients
and can address underlying mechanisms. However, they require careful monitoring due to risks of
hepatotoxicity, nephrotoxicity, and hematologic toxicity.
Biologic agents such as omalizumab, target IgE, prevents its binding to mast cells and
basophils and thereby suppresses allergic inflammation. Omalizumab is effective in refractory CSU
patients. Anti-IgE antibodies have become the first choice of drug for third-line therapy in CSU
patients who are unresponsive or intolerant to antihistamines. However, it requires subcutaneous
injection, which may limit accessibility for some patients.
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The diagram below illustrates the treatment paradigm for CSU in China:
Treatment time
1-2 weeks
Standard dose therapy with 2nd-generation antihistamines
Combination/increased dose of 2nd-generation
antihistamines Tapering off treatment
Partially controlled/not controlled Fully controlled
Fully controlledPartially controlled/not controlled
Tapering off treatment
Partially controlled/not controlled
2nd-generation antihistamines + Omalizumab
2-4 weeks
12 weeks
6-12 months
Partially controlled/not controlled
Fully controlled
Fully controlled
Increased dosage/shortened
injection interval of Omalizumab
Tapering off Omalizumab
Stop the other medications first
2nd-generation antihistamines +
Omalizumab + other drugs
(e.g., cyclosporine)
Tapering off treatment
Maintenance treatment
Tapering off treatment
Maintenance treatment
Source: Guideline for diagnosis and treatment of urticaria in China (2022), Frost & Sullivan analysis
As of the Latest Practicable Date, there is only one monoclonal antibody drug, omalizumab,
approved for CSU by NMPA. In January 2023, omalizumab was included in the NRDL.
Target Drug Name Brand Name Company
Xolair Novartis 2022/4/8IgE Omalizumab
Covered by
NRDL
NMPA
Approval time
Drug Delivery
Program
Monthly
treatment costs
(RMB)
150/300mg given every
4 weeks. ~1,300/2,600 Yes
Note: Only innovative drugs are included.
Depending on the patient’s condition, the dosage of medication used varies and the monthly cost of treatment varies.
Source: FDA, NMP A, Frost & Sullivan Analysis
As of the Latest Practicable Date, according to ClinicalTrials.gov, there are seven monoclonal
antibody candidates for CSU in the clinical stage globally.
2026/5/1Phase IIICelldex TherapeuticsBarzolvolimab
KIT
Target Drug Code Company Clinical Stage Latest update date
2025/2/28Phase IIJasper TherapeuticsBriquilimab
2025/4/9Phase IIAmgenTezepelumabTSLP
2025/8/27Phase IAllakosAK006SIGLEC6
2026/4/15Phase IIYuhan CorporationLesigercept
IgE
2022/5/13Phase IUnited BioPharmaUB221
2026/4/16Phase ICandid TherapeuticsCizutamigCD3, BCMA
Note: Only innovative drugs are included.
Source: ClinicalTrials.gov, Frost & Sullivan Analysis
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As of the Latest Practicable Date, according to the CDE, there are 11 monoclonal antibody
candidates for CSU in the clinical stage in China. Compared with drugs targeting other pathways,
the IgE-focused mechanism of action of LP-003 is clear and direct, eliminating the need for reliance
on complex indirect pathway regulation and providing mechanistic support for stable efficacy.
Head-to-head studies have confirmed that LP-003 holds clinical advantages over the anti-IgE
antibody omalizumab. It not only has higher affinity for IgE and better blocking effect, leading to
improved control of clinical symptoms, but also features lower dosage and less frequent
administration. This enhances medication convenience while effectively improving patients’
compliance with long-term treatment.
2025/4/8Phase IIIGenrixbio PharmaceuticalTelikibart
Target Drug Code Company Clinical Stage Latest update date
IL-4R
2024/12/28Phase IIISanofiDupilumab
2026/3/30Phase IIIHunan Mabgeek BiotechnologyComekibart
2025/11/10Phase IIHengrui PharmaceuticalSHR-1819
2023/11/1Phase ILuye PharmaBA2101
2026/2/6Phase IIIJeyou PharmaOzureprubart
IgE
2025/2/9Phase IILongbio PharmaLP-003
2025/9/11Phase IIUnited BiopharmaUB221
2026/4/9Phase IIYuhan CorporationLesigercept
2025/8/6Phase IQyuns TherapeuticsQX013NKIT
2026/4/17Phase IIKeymed BiosciencesCM512IL-13, TSLP
Note: Only innovative drugs are included.
Source: CDE, Frost & Sullivan Analysis
Overview of allergic asthma
Allergic asthma (also known as atopic asthma or extrinsic asthma) is a type of asthma
triggered and/or caused by allergens, formerly referred to as extrinsic asthma. It is one of the key
clinical phenotypes of asthma, primarily driven by immune mechanisms mediated by Th2 cells. It
is often associated with atopy and other allergic conditions such as eczema, AR, and food and drug
allergies. Compared to non-allergic asthma, allergic asthma usually has an earlier onset and a
familial genetic predisposition. Multiple global epidemiological surveys have shown that its
incidence is rising annually, making it a widespread and long-term chronic respiratory disease.
There are a large number of allergic asthma patients around the world, and its prevalence has
grown from 471.3 million in 2018 to 520.7 million in 2024, the number of allergic asthma patients
around the world is expected to reach 560.6 million in 2030 at a CAGR of 1.2%. There are a large
number of allergic asthma patients in China, and its prevalence has grown from 40.6 million in 2018
to 45.2 million in 2024. The number of allergic asthma patients in China is expected to reach 49.7
million in 2030.
With the increasing adoption of biologics, growing patient awareness coupled with rising
treatment rates for allergic asthma, the global allergic asthma drugs market has maintained a steady
growth. The global allergic asthma drugs market has grown from US$11.2 billion in 2018 to
US$22.0 billion by 2024, at a CAGR of 11.9%, and is estimated to reach US$34.3 billion by 2030,
at a CAGR of 7.2% during this period. The number of patients with allergic asthma worldwide is
relatively stable. According to literature, there are approximately 800 million asthma patients
worldwide, of which 65% are allergic asthma patients, totalling about 520 million allergic asthma
patients. Currently, multiple biologics have been approved for use globally, and many of these drugs
have been approved for more than 5 years, making the global treatment landscape relatively stable.
With the improvement of patients’ health awareness, the treatment rate of allergic asthma is still on
the rise. However, due to the continuous price reductions of allergic asthma treatment drugs and the
slowdown in the growth of the allergic asthma treatment rate, the projected CAGR of the global
allergic asthma drug market is lower than the historical CAGR. With the rise in patient health
awareness, the continuous approval of biologics, and the steady increase in biologic penetration
rates and treatment compliance, China’s allergic asthma drugs market is poised for rapid growth.
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The market size of allergic asthma drugs in China grows from RMB11.2 billion to RMB19.6 billion
from 2018 to 2024. It is expected to continue to grow to RMB46.7 billion by 2030, growing at a
CAGR of 16.0% during the period. Previously, the primary treatment method for allergic asthma in
China was chemical drugs. In the past three years, multiple biologics have been successively
approved, and biologics will further expand their application scope among allergic asthma patients.
With the improvement of patients’ health awareness, the treatment rate of allergic asthma is still on
the rise. Along with the gradual increase in the penetration rate and adherence of biologics which
have higher treatment costs and better efficacy, as well as the continuous growth in the treatment
rate of allergic asthma patients, the China’s allergic asthma drug market will experience rapid
growth, resulting in a projected CAGR higher than its historical CAGR.
Global Market Size of Allergic Asthma Drugs, 2018-2030E
Billion USD
Period
2018-2024
2018 2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
2025E-2030E
Small molecular drugs
3.6%
1.7%
Biologics
31.0%
11.4%
Overall
11.9%
7.2%
BiologicsSmall molecular drugs
9.0
2.1
11.2
9.5
3.1
12.6
9.8
3.8
13.7
10.2
4.5
14.7
10.6
7.1
17.7
10.9
9.0
19.9
11.2
10.8
22.0
11.4
12.8
24.2
11.7
14.7
26.4
11.9
16.6
28.5
12.1
18.5
30.6
12.3
20.2
32.5
12.4
21.9
34.3
Source: Frost & Sullivan analysis
Market Size of Allergic Asthma Drugs in China, 2018-2030E
Billion RMB
Period
2018-2024
2018 2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
2025E-2030E
Small molecular drugs
8.5%
5.9%
Biologics
65.5%
48.8%
Overall
9.8%
16.0%
11.1
0.1 0.1 0.2 0.3 0.6 0.8 1.5
11.2
14.4
14.5
15.2
15.4
16.4
16.7
15.7
16.2
16.9
17.7
18.1
19.6
19.4
2.9
22.3
20.8
5.0
25.8
22.1
8.1
30.2
23.4
11.7
35.0
24.6
15.9
40.6
25.8
20.9
46.7
BiologicsSmall molecular drugs
Source: Frost & Sullivan analysis
Treatment Paradigms for Allergic Asthma in China
Treatment options for allergic asthma include chemical drugs, AIT, and biologic agents
therapies.
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Chemical drugs, including glucocorticoids, /H92522-agonists, and leukotriene antagonists, remain
the cornerstone of respiratory therapy. While glucocorticoids provide potent local anti-
inflammatory effects and /H92522-agonists offer rapid airway relaxation, both require careful
management to avoid long-term systemic side effects or reduced efficacy. Despite their convenience
and synergistic potential when combined, these therapies can lead to resistance or dependency.
AIT is the only approach that may alter the natural course of allergic disease. It works by
boosting regulatory T cell function, reducing IgE levels, and shifting the immune profile from Th2
to Th1, thereby decreasing allergen sensitivity. It is most effective for patients with confirmed
allergens unresponsive to conventional therapy but requires a long treatment course, close
monitoring, and high patient compliance.
Biologic therapies target type 2 inflammation and are used for moderate to severe cases.
Omalizumab binds free IgE to block mast cell activation, while dupilumab inhibits IL-4 and IL-13
signaling. These biological agents target specific immune pathways and are highly effective for
patients with severe allergic asthma. Targeting TSLP may reduce type 2 inflammation, lower
cytokine release, and provide symptom relief in severe asthma. These treatments are typically
reserved for patients with severe disease and specific biomarkers.
The diagram below illustrates the treatment paradigm for allergic asthma in China:
Treatment level Preferred controller Secondary controller Other controller
Level 1
Level 2
Level 3
Level 5
Level 4
 Low-dose ICS-formoterol
(as needed)  SABA + low-dose ICS  AIT
 Low-dose ICS
 Low-dose ICS-formoterol
(as needed)
 Low-dose ICS-LABA
 Medium-dose ICS-LABA
 High-dose ICS-LABA +
anti-IgE antibody (or other
biological agents)
 LTRA
 SABA + low-dose ICS
 Medium-dose ICS
 Low-dose ICS + LTRA
 High-dose ICS + LAMA/LTRA
 Add low-dose oral
glucocorticoids (to minimize
adverse effects)
 AIT, anti-allergy drugs
 AIT, anti-IgE antibody,
anti-allergy drugs
 Anti-IgE antibody,
anti-allergy drugs
 /
Source: Guideline for diagnosis and treatment of allergic asthma in China (2019, the first edition), Frost & Sullivan analysis
As of the Latest Practicable Date, there are six monoclonal antibody drugs approved for
allergic asthma by NMPA.
Yes~2,600/3,900300/450mg given every 4
weeks2017/8/24Novartis/RocheXolairOmalizumabIgE
Target Drug name Brand name Company NMPA Approval
time Drug Delivery Program
Monthly
treatment costs
(RMB)
Covered by
NRDL
Yes~2,900100mg given every 4 weeks2024/1/2
GSK
NucalaMepolizumab
IL-5/IL-5Rα
NoN.A.100mg every 6 months2026/5/7ExdensurDepemokimab
Yes~10,000/5,000
First 3 doses of 30 mg every
four weeks, subsequent 30 mg
every eight weeks
2024/9/27AstraZenecaFasenraBenralizumab
Yes~6,000/3,000,
4,400/2,200
Initial dose of 600/400 mg,
followed by 300/200 mg every
two weeks
2023/11/14Sanofi/RegeneronDupixentDupilumabIL-4Rα
No~13,700210mg given every 4 weeks2026/3/25AstraZenecaTezspireTezepelumabTSLP
Note: In this page, we only consider innovative drugs and generic products are excluded.
Depending on the patient’s condition, the dosage of medication used varies and the monthly cost of treatment varies.
Source: FDA, NMP A, Frost & Sullivan Analysis
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As of the Latest Practicable Date, according to ClinicalTrials.gov, there are two monoclonal
antibody candidates for allergic asthma in the clinical phase III stage, as well as 23 monoclonal
antibody candidates in the clinical phase II stage globally.
2019/3/15Phase IIIAstraZenecaTralokinumab
Target Drug Code Company Clinical Stage Latest update date
IL-13
2020/12/19Phase IINovartisDectrekumab
2026/4/27Phase IIIGenerate BiomedicinesGB-0895
TSLP
2026/5/14Phase IIUpstream Bio Inc.Verekitug
2026/4/7Phase IIWindward BioHBM9378
2025/12/1Phase IIAstraZenecaAZD8630
2026/5/1Phase IIDevPro BiopharmaSolrikitug
2026/3/23Phase IIGSKGSK5784283
2023/8/14Phase IIRocheRG 6173Tryptase
2022/12/28Phase IIRocheAstegolimabST2
2026/3/30Phase IISanofiAmlitelimab
OX40
2025/12/11Phase IIAmgenRocatinlimab
2025/12/9Phase IIOneness BiotechFB704AIL-6
2026/1/12Phase IIOneness BiotechFB825IgE
2026/4/27Phase IISuzhou Connect BiopharmaceuticalsRademikibartIL-4Rα
2026/5/4Phase IIPfizerTilrekimigIL4, IL13, TSLP
2026/4/9Phase IIAstraZenecaTozorakimab
IL-33
2022/6/14Phase IISanofi/RegeneronSAR440340
2019/4/10Phase IIAbbVie/Boehringer IngelheimRisankizumabIL-23α
2020/3/2Phase IIGSKMelrilimabIL-1RL1
2021/10/8Phase IINovartisCJM112
IL-17Rα
2021/11/26Phase IIAmgenAMG 827
2026/5/15Phase IISanofiLunsekimigIL13, TSLP
2021/7/1Phase IIRegeneronREGN1908-1909Fel d 1
2022/2/8Phase IIT-Balance Therapeutics GmbHTregalizumabCD4
Note: Only innovative drugs are included.
Source: ClinicalTrials.gov, Frost & Sullivan Analysis
As of the Latest Practicable Date, according to the CDE, there are seven monoclonal antibody
candidates for allergic asthma in the clinical phase III stage, as well as 16 monoclonal antibody
candidates in the clinical phase II stage in China. In the field of allergic asthma treatment, LP-003
presents differentiated advantages in dosing regimen compared to both anti-IgE antibodies (same
target) and therapeutic drugs with different mechanisms of action. Its long-acting design with
administration once every 3 months not only significantly reduces the frequency of patients’
hospital visits for injections but also minimizes missed doses caused by short intervals and frequent
administrations. This effectively improves patients’ long-term treatment compliance and better
meets the clinical demand for convenient and sustainable treatment solutions.
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2025/3/7Phase IIIChiatai Tianqing PharmaceuticalBosakitug
TSLP
2025/8/27Phase IIIHengrui PharmaceuticalSHR-1905
2025/11/27Phase IIIQilu PharmaceuticalQL2302
Target Latest update dateClinical StageCompanyDrug Code
2026/4/27Phase IIIKeymed BiosciencesCM326
2025/10/29Phase IIHunan Mabgeek BiotechnologyMG014
2026/2/2Phase IIAstraZenecaAZD8630
2026/1/29Phase II3SBio PharmaSSGJ-610
IL-5
2025/6/6Phase IIHengrui PharmaceuticalSHR-1703
2025/2/13Phase IIAmgenRocatinlimabOX40
2025/9/4Phase IIHuabo BiopharmHB0056IL-11, TSLP
2026/2/6Phase IIAkeso BiopharmaAK139IL-4R, ST2
2025/4/2Phase IIIHunan Mabgeek BiotechnologyComekibart
IL-4Rα
2024/8/2Phase IIIConnect BiopharmaRademikibart
2023/9/13Phase II/IIIKeymed BiosciencesStapokibart
2025/5/15Phase IIGenrixbio PharmaceuticalTelikibart
2025/11/4Phase IIShanghai Novamab BiopharmaceuticalsLQ036
2026/1/13Phase IIKeymed BiosciencesCM512
IL-13, TSLP
2026/3/25Phase IISanofiLunsekimig
2025/2/13Phase IILongbio PharmaLP-003
IgE
2025/12/16Phase IIJeyou PharmaOzureprubart
2025/11/24Phase IIBeijing Shanzhuyao BiopharmaceuticalBBT002
IL-4R, IL-5
2026/1/13Phase IIRegenecore BiotechRC1416
2025/9/9Phase IIAstraZenecaTozorakimabIL-33
Note: Only innovative drugs are included.
Only clinical trials in phase II or above are listed here.
Source: CDE, Frost & Sullivan analysis
Overview of CRSwNP
CRSwNP is a condition characterized by persistent inflammation of the nasal and sinus
mucosa. Nasal polyps are benign inflammatory protrusions that are bilateral and originate from the
ethmoid sinuses, often extending into the nasal cavity below the middle turbinates. The incidence
is higher in males, although female patients typically experience more severe clinical symptoms.
CRSwNP accounts for approximately 25% to 30% of patients with chronic rhinosinusitis. Although
the proportion is relatively low, it has significant clinical importance due to its high recurrence rate
and considerable impact on quality of life.
There are a large number of CRSwNP patients around the world, and its prevalence has grown
from 252.7 million in 2018 to 281.8 million in 2024, with a CAGR of 1.8%. With the increasing
prevalence of CRSwNP , the number of CRSwNP patients around the world is expected to reach
311.7 million in 2030 at a CAGR of 1.7%. There are a large number of CRSwNP patients in China,
and its prevalence has grown from 19.1 million in 2018 to 20.9 million in 2024, with a CAGR of
1.5%. The number of CRSwNP patients in China is expected to reach 22.3 million in 2030 at a
CAGR of 1.1%.
With the rise in patient health awareness, the increasing availability of biologics, and the
growing treatment rates for CRSwNP , the global CRSwNP drugs market is projected to maintain a
steady growth. The global CRSwNP drugs market has grown from US$3.6 billion in 2018 to US$6.0
billion by 2024, at a CAGR of 8.9%, and is estimated to reach US$10.0 billion by 2030, at a CAGR
of 8.3% during this period. The number of patients with CRSwNP worldwide is relatively stable.
According to literature, the global prevalence rate of CRS is approximately 10%, of which around
30% are CRSwNP patients, totalling about 282 million CRSwNP patients globally. Currently,
multiple biologics have been approved worldwide, and their approval duration has reached 4 to 5
years, making the global treatment landscape relatively stable. With the improvement of patients’
health awareness, the treatment rate of CRSwNP is still on the rise. However, due to the continuous
price reductions of CRSwNP treatment drugs and the slowdown in the growth of the CRSwNP
treatment rate, the projected CAGR of the global CRSwNP drug market is lower than the historical
CAGR.
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With the rising patient treatment rates, the continuous approval of biologics, together with the
growing penetration rate and treatment compliance to biological therapies, China’s CRSwNP drugs
market is poised for rapid expansion. The market size of CRSwNP drugs in China grows from
RMB0.6 billion to RMB1.3 billion from 2018 to 2024. It is expected to continue to grow to RMB4.3
billion by 2030, growing at a CAGR of 18.6% during the period. Previously, the primary treatment
method for CRSwNP in China was chemical drugs. All biologics for this condition have been
approved in the past two years and will gradually become one of the important treatment methods
for CRSwNP . With the improvement of patients’ health awareness, the treatment rate of CRSwNP
is still on the rise. Along with the gradual increase in the penetration rate and adherence of biologics
which have higher treatment costs and better efficacy, as well as the continuous growth in the
treatment rate of CRSwNP patients, the China’s CRSwNP drug market will experience rapid
growth, resulting in a projected CAGR higher than its historical CAGR.
Global Market Size of CRSwNP Drugs, 2018-2030E
2018 2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Period Small molecular drugs
2018-2024
2025E-2030E
4.9%
3.6%
Biologics Overall
NA
18.7%
8.9%
8.3%
Billion USD
3.6
3.6
3.8
3.8
4.0
0.1 0.2 0.40.0 0.0
4.1
4.2
4.4
4.4
4.8
4.6
0.8
5.4
4.8
1.2
6.0
5.0
1.7
6.7
5.2
2.1
7.3
5.4
2.6
8.0
5.6
3.1
8.7
5.8
3.6
9.4
6.0
4.1
10.0
BiologicsSmall molecular drugs
Source: Frost & Sullivan analysis
Market Size of CRSwNP Drugs in China, 2018-2030E
Billion RMB
Period
2018-2024
2018 2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
2025E-2030E
Small molecular drugs
14.4%
9.5%
Biologics
NA
86.4%
Overall
14.5%
18.6%
0.6
0.6
0.7
0.7
0.7
0.7
0.8
0.8
1.0
1.0
1.1
1.1
1.3
1.3
1.7
0.10.00.00.00.00.00.00.0 0.2
1.8
2.2
2.4
2.4
0.6
3.0
2.6
0.8
3.5
2.7
1.2
3.9
2.8
1.5
4.3
Small molecular drugs Biologics
Source: Frost & Sullivan analysis
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Treatment Paradigms for CRSwNP in China
The treatment of CRSwNP needs to be stratified according to the condition. Medications are
the first-line option, with nasal glucocorticoids preferred due to their non-invasive nature and
favorable safety profile, though they act slowly and are less effective in severe cases.
Antihistamines help relieve allergy-related symptoms but have limited impact on polyps and
inflammation, so they are mainly used in patients with concurrent allergies. Macrolide antibiotics
provide anti-inflammatory and immunomodulatory effects, but long-term use may lead to resistance
and they are ineffective for larger polyps. Overall, drug therapies mainly relieve symptoms, have
limited efficacy in refractory cases, may cause side effects with prolonged use, and are associated
with high recurrence after discontinuation.
Surgery, mainly functional endoscopic sinus surgery, can quickly relieve nasal obstruction and
loss of smell by removing polyps and opening sinus passages. It is minimally invasive with fast
recovery, but recurrence is common (about 35%–38% overall, up to 98% in some patients). As it
does not address the underlying cause, perioperative medication is needed to reduce recurrence, and
a small number of patients may experience complications. Biologic therapy is an emerging option
for severe, refractory CRSwNP . Anti-IL-5/IL-5R agents reduce eosinophilic inflammation, shrink
polyps, and improve symptoms, with relatively few side effects, but they are costly and require
long-term use. Anti-IgE therapies are effective for patients with severe allergies but have limited
benefit in non-allergic cases.
The diagram below illustrates the treatment paradigm for CRSwNP in China:
Glucocorticosteroid
Macrolide
Antihistamine and
antileukotriene
Biologics
Other medication
Functional endoscopic
sinus surgery (FESS)
Extended endoscopic
sinus surgery (EESS)
• Glucocorticoids have significant anti-inflammatory, anti-edematous,
and immunomodulatory effects.
• Macrolides have some anti-inflammatory, antibacterial biofilm
and immunomodulatory effects.
• Treatment of comorbidities contributes to the comprehensive
management of patients with CRS.
• Significantly improves nasal congestion and olfactory
disturbances and reduces polyp size in refractory and severe
CRSwNP patients with poor treatment outcomes.
• Other medications include antimicrobials, mucolytic pro-discharge
agents, decongestants, herbs, and nasal saline rinses.
• FESS includes sinusotomy, balloon sinuplasty and full-house
FESS.
• EESS includes nasalization and extended frontal sinusotomy.
CRSwNP
Medication
Endoscopic Sinus
Surgery
Source: Guidelines for the Diagnosis and Treatment of Chronic Rhinosinusitis (2024 version), Frost & Sullivan analysis
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As of the Latest Practicable Date, there are four monoclonal antibody drugs approved for
CRSwNP by FDA.
Target Drug Name Brand Name Company FDA Approval date Sale Revenue in 2024
(million USD)
TSLP Tezepelumab Tespire AstraZeneca 2025/10/17 248.0
IL-5 Mepolizumab Nucala GSK 2021/7/29 2,302.1
IgE Omalizumab Xolair Novartis/Roche 2020/12/1 4,455.8
IL-4Rα Dupilumab Dupixent Sanofi/Regeneron 2019/6/26 14,336.7
As of the Latest Practicable Date, there are four monoclonal antibody drugs approved for
CRSwNP by NMPA.
Yes~2,400300mg given every 2 weeks2024/12/23Keymed BiosciencesKangyuedaStapokibartIL-4Rα
Yes~2,900100mg given every 4 weeks2025/1/2
GSK
NucalaMepolizumab
IL-5
NoN.A.100mg every 6 months2026/5/7ExdensurDepemokimab
No~13,700210mg given every 4 weeks2026/3/25AstraZenecaTezspireTezepelumabTSLP
Covered by
NRDL
Monthly
treatment costs
(RMB)
Drug Delivery ProgramNMPA
Approval timeCompanyBrand nameDrug nameTarget
Note: Only innovative drugs are included.
Depending on the patient’s condition, the dosage of medication used varies and the monthly cost of treatment varies.
Source: FDA, NMP A, Frost & Sullivan Analysis
As of the Latest Practicable Date, according to ClinicalTrials.gov, there are six monoclonal
antibody candidates for CRSwNP in the clinical stage globally.
Target Drug Code Company Clinical Stage Latest update date
IL33 Itepekimab Sanofi/Regeneron Phase III 2026/5/8
TSLP Verekitug Upstream Bio Phase II 2025/8/15
IL-5/IL-5R
Benralizumab AstraZeneca Phase III 2024/6/18
Depemokimab GSK Phase III 2025/12/3
IL13 Lebrikizumab Eli Lilly Phase III 2026/5/12
IL13, TSLP Lunsekimig Sanofi Phase II 2026/4/28
Note: Only innovative drugs are included.
Source: ClinicalTrials.gov, Frost & Sullivan Analysis
As of the Latest Practicable Date, according to the CDE, there are 13 monoclonal antibody
candidates for CRSwNP in the clinical stage in China. Compared with some competing drugs
targeting other pathways such as IL-4R /H9251and TSLP , the mechanisms of action of LP-003 is the
anti-IgE pathway. IgE-driven immune-inflammatory response is one of the key pathological links
in the pathogenesis of CRSwNP . This mechanism directly targets the core drivers of the disease,
ensuring definite therapeutic effects for CRSwNP .
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Target Drug Code Company Clinical Stage Latest update date
TSLP
Bosakitug Chiatai Tianqing Pharmaceutical Group Phase III 2025/10/10
SHR-1905 Hengrui Pharmaceutical Phase III 2025/9/12
CM326 Keymed Biosciences Phase III 2026/2/6
IL-33 Itepekimab Sanofi Phase III 2026/2/26
IL-13 Lebrikizumab Eli Lilly Phase III 2025/2/14
IL-4Rα
Dupilumab Sanofi Phase III 2024/12/20
SSGJ-611 Sunshine Guojian Pharmaceutical Phase III 2025/10/22
Telikibart Chongqing GenrixBio Biopharmaceutical Phase III 2025/8/1
TQH2722 Chiatai Tianqing Pharmaceutical Group Phase II 2024/8/2
QX005N Qyuns Therapeutics Phase II 2025/7/30
IL-13, TSLP CM512 Keymed Biosciences Phase II 2026/1/16
IgE LP-003 Longbio Pharma Phase II 2025/12/24
IL-4R, IL-5 BBT002 Beijing Shanzhuyao Biopharmaceutical Phase II 2026/5/14
Note: Only innovative drugs are included.
Source: CDE, Frost & Sullivan analysis
Overview of food allergy
Food allergy is a condition caused by an abnormal immune response to dietary components,
usually proteins, which can be triggered through IgE-driven, non-IgE-driven, or a combination of
both mechanisms. Clinical manifestations are diverse, affecting the skin, gastrointestinal,
respiratory, and cardiovascular systems, and it is one of the leading causes of allergic shock. The
prevalence of food allergies is significantly higher in children aged six to 11 years old in China
compared to adults, and incidences are on the rise. Studies have shown that factors such as early-life
environment, gut microbiota, dietary habits, and mother-child immune interactions play a key role
in the failure of oral tolerance development.
There are a large number of food allergy patients around the world, and its prevalence has
grown from 273.2 million in 2018 to 361.8 million in 2024, with a CAGR of 4.8%. With the
increasing prevalence of food allergy, the number of food allergy patients around the world is
expected to reach 456.7 million in 2030 at a CAGR of 3.9%. There are a large number of food
allergy patients in China, and its prevalence has grown from 133.3 million in 2018 to 159.1 million
in 2024, with a CAGR of 3.0%. The number of food allergy patients in China is expected to reach
181.6 million in 2030 at a CAGR of 2.2%.
Currently, people with food allergies worldwide and in China face numerous challenges: there
are no effective approaches to prevent accidental exposure that triggers allergic reactions, and
long-term reliance on strict avoidance of allergens leads to a low quality of life; children have
special management needs due to the characteristics of their immune systems; and existing therapies
are lengthy and have many side effects. Anti-IgE antibodies target and bind to free IgE, blocking
the initiation of allergic reactions. This significantly increases patients’ tolerance thresholds to
allergens, and reduces the risk of accidental exposure, alleviates the burden of long-term dietary
restrictions. With the approval of omalizumab for the prevention of food allergies, the therapeutic
potential of anti-IgE antibodies in preventing food allergies has been validated. In the future,
anti-IgE antibody drugs are expected to rapidly expand their applications in the field of food allergy
prevention.
Treatment Paradigms for Food Allergy in China
The primary treatments for food allergies include allergen avoidance, medication, and
allergen-specific immunotherapy. Allergen avoidance is fundamental and effective for mild cases by
preventing immune activation, but complete avoidance can be difficult in daily life and may affect
quality of life.
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Medication is the first-line approach for acute reactions. Antihistamines, especially second-
generation types, rapidly relieve mild to moderate symptoms with fewer side effects, but they are
ineffective in severe cases. Glucocorticoids control inflammation in moderate to severe reactions
but pose risks with long-term use. Epinephrine is life-saving in anaphylaxis by reversing respiratory
and circulatory failure, but must be administered immediately and does not prevent recurrence.
Allergen-specific immunotherapy modulates the immune response through long-term, low-
dose allergen exposure. It shifts the immune balance from Th2 to Th1, suppresses IgE production,
and enhances regulatory T cells, offering the potential for long-term remission or even a cure.
However, it requires extended treatment, strict monitoring, and high patient adherence.
Biologics can effectively prevent food allergies through targeted regulation of immune
mechanisms. Anti-IgE biologics inhibit allergic reactions at the source by preventing IgE from
binding to mast cells, which can significantly reduce the chance of sensitization and effectively
lower the risk of developing allergies.
The diagram below illustrates the treatment paradigm for Food Allergy in China:
Suspected Food Allergy
No severe allergic reaction Severe allergic reaction
sLgE/SPT test sLgE/SPT test
Negative
Dietary avoidance
for 2 weeks
Dietary avoidance
for 2 weeks
Reintroduction of
food
Oral food
challenge test
Oral food
challenge test
Symptom improve
Symptom arise
Symptom improve
Positive
Negative
Oral food
challenge testPositive
Positive
Food Allergy
Positive
Mild
Organ specific treatment Injection of adrenaline
Stable condition
Skin/mucosal
Moderate/severe
Respiratory Digestive Additional
treatment
Antihistamine β2 stimulants Fluid therapy Adrenocortical
steroid Adrenaline
No reaction
Food Allergy Management
Biologics
(anti-IgE antibody)Allergen immunotherapyDietary Intervention
Diagnosis
Treatment
Management
Source: Expert Consensus on the Diagnosis and Management of IgE-driven food allergy in Children (2024 Edition), Frost
& Sullivan analysis
As of the Latest Practicable Date, there is only one monoclonal antibody drug approved for
food allergy by FDA.
Target Drug Name Brand Name Company FDA Approval date Sale Revenue in 2024
(million USD)
IgE Omalizumab Xolair Novartis/Roche 2024/2/16 4,455.8
Source: FDA, Frost & Sullivan analysis
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As of the Latest Practicable Date, according to the CDE, LP-003 is the only one monoclonal
antibody candidate for food allergy in the clinical stage in China.
Target Drug Name Company Clinical Stage
Longbio Pharma Phase I 2025/8/24IgE LP-003
Lates update date
Note: Only innovative drugs are included.
Source: CDE, Frost & Sullivan analysis
OVERVIEW OF AUTOIMMUNE DISEASE DRUG MARKET
Autoimmune diseases occur when the immune system mistakenly attacks the body’s own
tissues and organs. Instead of defending the body from external threats, the immune system starts
to destroy its own cells, leading to inflammation, pain, and damage. Autoimmune diseases can
affect almost all parts of the body, including the joints, muscles, skin and organs. The pathogenesis
of autoimmune diseases is complex and involves multiple factors, including genetic, environmental,
and immune system dysregulation.
Compared with traditional chemical drugs, biologics have a relatively better safety profile.
Since they act on specific targets, biologics cause fewer side effects on the entire body’s immune
system, improving treatment compliance. The global autoimmune disease drug market increased
from US$116.9 billion in 2019 to US$138.9 billion in 2024. It is forecasted to reach US$176.7
billion in 2030. Biologics have demonstrated high efficacy in treating autoimmune diseases, which
has led to growing market demand. The biologics market accounted for 76.5% of the global
autoimmune disease drug market in 2024 and is expected to rise to 81.6%, reaching US$144.2
billion in 2030.
Driven by increasing prevalence of various autoimmune diseases, together with large unmet
clinical needs and significant progress in R&D, the autoimmune disease drug market in China has
witnessed rapid growth in recent years. The market size increased from US$2.4 billion in 2019 to
US$5.1 billion in 2024. It is expected to reach US$19.0 billion in 2030. The biologics market
accounted for 48.1% of the autoimmune disease drug market in China in 2024 and is expected to
rise to 65.6%, reaching US$12.5 billion in 2030.
Market drivers of autoimmune disease drugs market
Growing patient awareness and stronger motivation to access medical treatment reflect
evolving healthcare-seeking attitudes. In recent years, with the rise in public health awareness,
faster dissemination of medical knowledge, and gradual improvement in diagnosis and treatment
channels, more patients are able to receive early diagnosis and actively seek standardized treatment.
This trend not only drives stable demand for existing drugs but also creates a solid foundation for
the market penetration of innovative therapies, thereby further supporting the industry’s sustained
growth.
Policy Support. In recent years, the government has consistently introduced favorable policies
in areas such as accelerating the review and approval of innovative drugs, optimizing the clinical
trial environment, and dynamically adjusting the national reimbursement drug list. Additionally,
continuous improvements in diagnostic and treatment guidelines for autoimmune diseases, along
with stronger promotion of clinical applications, have collectively created a favorable environment
for industry development and injected long-term momentum into market growth.
Insurance coverage drives market growth and the penetration of biologics. With dynamic
adjustments to the national reimbursement drug list, high-cost biologic agents are gradually being
included in the coverage, significantly reducing patients’ financial burden and improving treatment
accessibility.
Future trends of autoimmune disease drugs market
Sustained Market Growth. China’s autoimmune disease (AID) drugs market is projected to
maintain steady growth over the coming years. This upward trajectory will be driven by multiple
factors: the expanding patient population, improvements in diagnosis and standardized treatment
protocols, as well as the continuous introduction of innovative therapies and broader medical
insurance coverage. Concurrently, the substantial unmet clinical needs present vast opportunities
for novel mechanisms of action and differentiated treatment approaches. As a result, the AID drugs
market in China is well-positioned to sustain robust growth momentum in the long term.
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Diversification of drug targets. Although traditional targets such as TNF- /H9251and IL-6 still
dominate the market, emerging targets like JAK, BTK, IL-17, and IL-23 are rapidly advancing in
clinical development, with some pipelines nearing commercialization. Target diversification not
only helps meet the diverse needs of different patient populations but also drives the therapeutic
landscape toward combination therapies and personalized approaches, thereby unlocking greater
growth potential for the market.
Dual and Multi-Target Advantages. Compared to single-target drugs, these therapies can
simultaneously act on multiple key pathways, enhancing both the breadth and durability of
treatment while potentially reducing the risk of drug resistance. In clinical practice, dual-target and
multi-target approaches offer more precise treatment options for patients with complex disease
progression or comorbidities. With ongoing advancements in the R&D pipeline and the
accumulation of clinical data, these therapies are expected to become a critical area for
differentiated competition, further elevating the market landscape.
Entry barriers of autoimmune disease drug market
Technical barriers
The drug market for autoimmune diseases faces significant technical barriers, primarily
reflected in two aspects. Firstly, R&D is a difficult and complex procedure. Secondly, the
manufacturing process is highly complex. As a key component, biologics involve multiple intricate
steps including gene editing, cell culture, and quality control. These processes demand advanced
biotechnologies and stringent quality management systems, as well as solutions to technical
challenges such as immunogenicity-related issues.
Financial barriers
The R&D process for autoimmune disease drugs is typically lengthy, which involves
continuous and substantial financial investment across all stages, early-stage laboratory research to
large-scale clinical trials. In addition, meeting stringent regulatory requirements necessitates the
establishment of advanced manufacturing facilities that comply with standards such as GMP . This
entails considerable capital expenditure for both construction and ongoing maintenance. The
cumulative costs across these essential stages contribute to significant financial requirements,
which present challenges for new entrants with limited financial resources and may influence their
ability to successfully enter the market.
Long R&D cycle barriers
The full R&D cycle for autoimmune disease drugs, from early-stage target identification and
candidate drug screening to systematic clinical trials validating efficacy and safety, can span over
a decade or even longer. This requires continuous capital investment to support research progression
at each stage of the R&D cycle. Meanwhile, given the rapid pace of technological iteration in this
field, companies must consistently increase innovation-driven R&D investment to address the
complexity of disease mechanisms and maintain competitiveness, thereby continuously exploring
new targets and therapeutic approaches.
OVERVIEW OF GLOBAL COMPLEMENT INHIBITORS MARKET
Complement inhibitors (such as the C5 inhibitor ecuzumab and ravulizumab, and the C3
inhibitor pegcetacoplan) are milestones in the treatment of PNH, especially for PNH patients with
classical or combined bone marrow failure. By blocking the complement terminal pathway (C5
inhibitor) or upstream C3 activation (C3 inhibitor), they significantly reduce the risk of
intravascular hemolysis and thrombosis, and improve anemia. Ravulizumab can prolong the dosing
interval due to its long half-life, while the novel C3 inhibitor can simultaneously inhibit
C3-mediated extravascular hemolysis.
Growth Drivers of Complement Inhibitors Market
Indication expansion involves penetration from rare diseases to common diseases
Initially, complement inhibitor drugs focused primarily on rare diseases such as PNH, aHUS,
and neuromyelitis optica spectrum disorder (“ NMOSD ”). However, in recent years, their indication
landscape has expanded rapidly, from rare diseases to include both rare conditions (C3
glomerulopathy) and common chronic diseases such as IgAN and age-related macular degeneration.
The expansion of indications has increased the potential patient population, which drives
continuous growth in the market size of complement drugs and provides the market with extensive
disease coverage and commercialization opportunities.
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R&D of new targets of complement inhibitors is advancing rapidly
As the global commercial value of complement drugs becomes increasingly recognized and
the demonstration effect of innovative products has emerged, domestic pharmaceutical companies
are accelerating their entry into new target areas. The field has witnessed growing diversification
in drug modalities, evolving from single-target drugs to multi-target drugs and a broader range of
therapeutic approaches. These advances in target diversity and R&D efficiency are enabling
Chinese pharmaceuticals to break through the international monopoly, achieve domestic
substitution, and enhance competitiveness in the market.
Policy support and medical insurance mechanisms drive market penetration
The NRDL continues to expand in China, with a clear trend toward the inclusion of innovative
drugs. The 2024 NRDL adjustment focused on new and innovative therapies, with several such
drugs successfully entering the list through price negotiations. This will significantly reduce
patients’ economic burden and improve clinical accessibility. Meanwhile, the NMPA has established
green channels, including priority review and conditional approval, for innovative drugs targeting
rare and major diseases, which has greatly shortened the time-to-market for new therapies. It is
expected that both domestic and imported complement drugs will achieve accelerated market access
in the future, which provide strong institutional support for sustained market growth.
Market size of complement inhibitors
The global complement inhibitors market has garnered significant attention due to the intense
R&D activity in complement therapeutics and the continuous realization of its commercial value.
In 2024, the global complement inhibitors market reached US$7,241.7 million. Driven by
expanding indications, the emergence of new therapeutic modalities, and large unmet clinical needs,
the global complement inhibitors market is projected to grow rapidly in the future.
After eculizumab was included in NRDL in 2023, its market penetration rate significantly
increased, driving further expansion of the complement inhibitor market in China. The market size
of complement inhibitors in China will increase from 35.6 million in 2019 to 102.2 million in 2024,
with a CAGR of 23.5%. With the expansion of new indications and the approval of new complement
inhibitors, the market size of complement inhibitors in China is expected to further expand, and it
will increase to 278.2 million by 2030, with a CAGR of 18.7%. From 2021 to 2022, the complement
inhibitor market in China declined due to the impact of the pandemic; In December 2023, the
National Healthcare Security Administration included three indications of eculizumab (PNH, aHUS,
and refractory generalized myasthenia gravis (gMG) in adults) in the 2023 NRDL. In 2023, China’s
complement inhibitor market size experienced a significant rebound, primarily driven by policy
incentives (inclusion in medical insurance) and product upgrades (approval of new indications).
Overview of PNH
PNH is a rare disease that presents clinically with a variety of symptoms, the most prevalent
of which are hemolytic anemia, hemoglobinuria, and somatic symptoms including fatigue and
shortness of breath. Other findings associated with PNH include thrombosis, renal insufficiency and
in the later course of the disease, even bone marrow failure. The condition is genetic, with mutations
occurring on the X linked gene.
From 2018 to 2024, the prevalence of PNH in China fluctuated from 12,700 cases to 12,800
cases in 2024. The prevalence of PNH in China is expected to reach 12,600 cases in 2030. Given
the stable prevalence rates of PNH , the projected demographic contraction in China will result in
a downward trend in the patient populations.
Treatment Paradigm of PNH: complement inhibitors (e.g., C5 monoclonal antibody
eculizumab or factor B inhibitors) are preferred to control intravascular hemolysis and to prevent
thrombosis in patients with the classic type; combined immunosuppressants (e.g., cyclosporine
A/A TG) and pro-hematopoietic therapy are required for those with combined bone marrow failure;
and the subclinical type needs only to deal with underlying bone marrow failure. Allogeneic HSCT
may be considered in refractory cases or those who have progressed to MDS/leukemia, and in young
high-risk patients. Management of complications includes anticoagulation for thrombosis,
protection of renal function, and multidisciplinary monitoring during pregnancy, and
glucocorticoids or proximal complement inhibitors may be used in combination if extravascular
hemolysis is triggered by C5 inhibitors.
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Subclinical PNH Combined with other bone marrow
exhaustive diseases
No specific treatment for
PNH clones: mainly for
potential bone marrow
failure
Mainly for bone marrow failure:
immunosuppressants or
hematopoietic stem cell
transplantation.
For patients with a high PNH
clone burden accompanied by
hemolysis, the combination of
eculizumab/ravulizumab/B-factor
inhibitors (iptacopan capsules)
with immunosuppressants may
provide clinical benefit.
Classic PNH
C5 complement inhibitors
(eculizumab/ravulizumab) or factor B
inhibitors (iptacopan capsules)
Poor efficacy Good efficacy
Intravascular
hemolysis
Extravascular
hemolysis
• First Line:
Eculizumab
• Other complement
inhibitors
• First-line:
C5 complement
inhibitors
Regular
medication/
follow-up
Source: CHINESE JOURNAL OF HEMATOLOGY 2024, Frost & Sullivan analysis
Overview of IgA nephropathy
IgAN nephropathy is a nephritic syndrome, a form of chronic glomerulonephritis
characterized by the deposition of IgA immune complexes in glomeruli. It is the most common form
of glomerulonephritis worldwide. IgAN is currently the most common primary glomerulonephritis
worldwide, with 20% to 40% of patients progressing to end-stage renal disease within 20 years of
diagnosis.
There are a large number of IgAN patients in China, and its prevalence is growing from 2.2
million in 2018 to 2.3 million in 2024, with a CAGR of 1.0 %. With the increasing prevalence of
IgA nephropathy, the number of IgAN patients in China is expected to reach 2.3 million in 2030.
Treatment Paradigm of IgAN in China
IgAN is the most common primary glomerular disease worldwide, with most patients
experiencing a slow progression of the condition, therefore making it a leading cause of end-stage
renal disease. Traditional treatments primarily focus on supportive care and immunosuppression,
but the prognosis remains suboptimal, as a significant proportion of patients still progress to renal
failure even with well-controlled proteinuria. In recent years, advances in understanding the
disease’s pathogenesis have shifted treatment strategies toward a multi-targeted comprehensive
approach, which includes reducing pathogenic IgA, suppressing local renal inflammation, and
providing supportive therapies. Currently, significant progress has been made in the development
of new complement inhibitor drugs.
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Treatment of IgA
nephropathy
• Renin-Angiotensin System Inhibitors
(RAS Inhibitors)
• Sodium-Glucose Co-Transporter 2
Inhibitors
• Sparsentan
• Glucocorticoids
• Mycophenolate mofetil
• Hydroxychloroquine
• Targeted-release formulation
Budesonide-Nefecon
• Mineralocorticoid Receptor
Antagonists (MRAs)
• Glucagon-Like Peptide-1 Receptor
Agonists
• Complement Inhibitors
• B Cell/Plasma Cell Depleting Agents
• B Cell Activating Factor (BAFF)
Blockers
• Proliferation-Inducing Ligand
(APRIL) Blockers
First-Line
Clinical
Immunosuppressive
therapy suppresses
glomerular inflammation
Reducing Urine Protein
Improves Glomerular
Hyperfiltration
The reduction of
pathogenic IgA production
Source: Literature Review, Frost & Sullivan analysis
Overview of C3 glomerulopathy (C3G)
C3G is a rare kidney disease and a type of glomerular disease. It is characterized by the
abnormal deposition of complement C3 in the glomeruli, which leads to damage to the glomerular
structure and function.
The management of C3G should integrate the underlying dysregulation of the complement
pathway and employ a comprehensive therapeutic strategy encompassing foundational therapy,
immunosuppression/complement inhibition, and symptomatic support. Conventional
immunosuppressive agents (corticosteroids in combination with cytotoxic drugs) remain the
first-line regimen. The management of C3G is notably limited, as it lacks specific targeted drugs
and relies on non-specific immunosuppressants with limited efficacy that fail to effectively halt
disease progression. Complement inhibitors offer novel therapeutic alternatives for refractory cases.
Future advancements in the elucidation of complement regulatory mechanisms are anticipated to
facilitate the development of more precise, targeted therapeutic interventions.
The prevalence of C3G is growing from 31,700 cases in 2018 to 31,800 cases in 2024, with
a CAGR of 0.1%. The number of C3G patients in China is expected to reach 31,300 cases in 2030
at a CAGR of -0.3% from 2025E to 2030. Given the stable prevalence rates of C3G, the projected
demographic contraction in China will result in a downward trend in the patient populations.
Overview of Lupus Nephritis (LN)
LN is one of the most common and severe complications of systemic lupus erythematosus, an
autoimmune disease.
The treatment of LN follows individualized and long-term continuous principles, with
glucocorticoids and hydroxychloroquine as the foundational medications. Depending on the
pathological type and disease characteristics, appropriate immunosuppressive regimens are
selected, including combinations with mycophenolate mofetil, cyclophosphamide, tacrolimus, or
the use of multitarget therapies and biologics (such as belimumab or rituximab). The treatment of
LN has obvious limitations. Current regimens mainly consist of hormones combined with
immunosuppressants, but patients show significant differences in treatment response, with a high
proportion being drug-resistant or having partial responses. Long-term medication is associated
with significant side effects, which affects the continuity of treatment.
The prevalence of LN increase from 507,800 in 2018 to 531,700 in 2024, with a CAGR of
0.8%. The number of lupus nephritis patients in China is expected to reach 547,400 in 2030.
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Global competitive landscape of Complement Inhibitors
As of the Latest Practicable Date, FDA has approved four original C5 complement biologic
inhibitors.
Approval
Date
2024-06-20
2023-08-18
2018-12-21
2007-03-16
Drug name Brand Name Company Indications
Sale Revenue
in 2024
(million USD)
CROV ALIMAB
POZELIMAB
PIASKY Roche Pharma
REGENERON
PHARMACEUTICALS
PNH
CHAPLE
PNH/
aHUS/MG/NMO
PNH/aHUS/
NMO/MG
19.7
NA
RA VULIZUMAB Alexion Pharmaceuticals 3,924.0
ECULIZUMAB SOLIRIS
ULTOMIRIS
VEOPOZ
Target
C5
C5
C5
C5
Alexion Pharmaceuticals 2,588.0
Source: FDA, Frost & Sullivan analysis
As of the Latest Practicable Date, FDA has approved one original C3 complement inhibitors.
Currently, there is no approved C3 complement inhibitors in China.
Approval
Date
2023-02-17
2021-05-14
Drug name Brand Name Company Indications
Sale Revenue
in 2024
(million USD)
Pegcetacoplan
Pegcetacoplan
SYFOVRE Apellis Pharmaceuticals
Apellis Pharmaceuticals
Geographic
Atrophy (GA)
Paroxysmal Nocturnal
Hemoglobinuria (PNH)
611.9
98.1EMPA VELI
Target
C3
C3
Source: As of August 17, 2025, FDA, Frost & Sullivan analysis
As of the Latest Practicable Date, NMPA has approved five complement inhibitors. Three of
the complement inhibitors are biologics targeting C5.
Drug Name Brand
Name Target Company Indications Approval Date Monthly treatment
costs (RMB) Whether to enter NRDL
Zilucoplan Zilbrysq C5 UCB Pharma Myasthenia Gravis 2025-09-30 NA No
Iptacopan Fabhalta CFB Novartis Pharma PNH/C3G 2024-04-24 ~18,900 Yes
Ravulizumab Ultomiris C5 AstraZeneca AChR-gMG 2025-04-15 NA No
Crovalimab Piasky C5 Roche Pharma aHUS/PNH 2024-02-06 NA No
Eculizumab Soliris C5 AstraZeneca PNH/aHUS/AChR
-gMG 2018-09-04 ~4,600 Yes
*Note: Approval date refers to the first approval date;
Depending on the patient’s condition, the dosage of medication used varies and the monthly cost of treatment varies.
Source: NMP A, Frost & Sullivan analysis
As of the Latest Practicable Date, according to ClinicalTrials.gov, there are five complement
biologic inhibitors targeting C5 or C3 entering clinical trials globally.
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Drug Name/Code Target Company Clinical  Stage Indications First Posted Date
IAB-101 C5 ImmunAbs Phase I/II Generalized Myasthenia Gravis 2025-11-26
KRIYA-825 C5&C3 Kriya Therapeutics, Inc. Phase I/II Geographic Atr ophy 2025-01-03
KP104 C5&CFH Kira Pharma Phase II PNH, C3G, IgA 2022-08-24
CAN106 C5 CARE Pharma Shanghai Ltd Phase I PNH 2021-10-14
NGM621 C3 NGM Biopharmaceuticals Phase II Geographic Atr ophy 2020-07-10
Source: ClinicalTrials.gov, Frost & Sullivan analysis
As of the Latest Practicable Date, there are six complement biologic inhibitors targeting C5
or C3 entering clinical trials in China.
2024-07-22PNHPhase II
LongBio PharmaC5&C3bLP-005 2026-01-22C3G, anti-GBM disease, LN,
MPGN, and TMAPhase II
2026-04-23PeriodontitisPhase I
2026-05-07PNHPhase IIShanghai ComGen
Biopharmaceutical Co., LtdC3bCG001
2026-05-13antiphospholipid syndromePhase I
Lan-yi Therapeutics, LtdC5EA5
2025-01-03PNHPhase I
2024-05-25gMGPhase IIIRegeneron PharmaceuticalsC5Pozelimab
2022-08-24PNH, C3G, IgAPhase IIKira PharmaC5&CFHKP104
2022-02-10PNHPhase I/IICARE Pharma Shanghai Ltd.C5CAN106
First Posted DateIndicationsClinical StageCompanyTargetDrug Name/Code
Source: CDE, Frost & Sullivan analysis
Future trends of complement inhibitors
Continuous innovation in multi-target and combination therapy R&D
Currently, C5-targeted drugs dominate the complement inhibitor market. However, with the
deepened understanding of the complement cascade activation pathway, upstream target drugs such
as C3 and MASP-2 are gradually emerging. In particular, C3 inhibitors, as the core hub of
complement activation, possess the potential for broader indication coverage and have become a
research hotspot for complement drug development in China. At present, multiple Chinese
enterprises are actively advancing innovative drug pipelines targeting C3, CFB and C5 dual targets.
Breakthroughs in indication expansion and cross-disciplinary therapeutic areas
Complement drugs, originally used for rare hematological and neurological diseases such as
PNH, aHUS, and NMOSD, are accelerating their penetration into less common diseases (e.g., IgAN,
C3G) and autoimmune diseases, as their indication landscape continuously expanding. In the future,
as the mechanisms of abnormal complement activation are further explored, complement drugs are
expected to be applied cross-disciplinarily to emerging fields including ophthalmology,
rheumatology, nephrology, neurological diseases, transplant rejection, and tumor immune
microenvironment regulation.
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Multi-target drugs have more potential efficacy advantages compared with single-target
complement inhibitors
The development trend of multi-target complement inhibitors is becoming increasingly clear.
By acting on multiple key nodes, these inhibitors can more comprehensively block the complex
pathological mechanisms of diseases. For instance, in PNH, they can inhibit both upstream
C3-mediated extravascular hemolysis and downstream C5-related terminal pathway effects, thereby
addressing the limitations of single-target drugs. This multi-dimensional intervention approach not
only enhances the overall therapeutic effect, but also reduces the risk of drug resistance caused by
the activation of alternative pathways after a single pathway is blocked, ensuring more durable and
stable efficacy.
SOURCE OF INDUSTRY INFORMATION
In connection with the Global Offering, we have engaged Frost & Sullivan to conduct a
detailed analysis and to prepare an industry report on our markets. Frost & Sullivan is an
independent global market research and consulting company founded in 1961 and is based in the
United States. Services provided by Frost & Sullivan include market assessments, competitive
benchmarking, and strategic and market planning for a variety of industries. We have included
certain information from the Frost & Sullivan Report in this Prospectus because we believe such
information facilitates an understanding of our markets for potential investors. Frost & Sullivan
prepared its report based on its in-house database, independent third-party reports and publicly
available data from reputable industry organizations. Frost & Sullivan believes that the basic
assumptions used in preparing the Frost & Sullivan Report, including those used to make future
projections, are factual, correct and not misleading.
We have agreed to pay Frost & Sullivan a fee of RMB580,000 for the preparation of the Frost
& Sullivan Report. The payment of such amount was not contingent upon our successful listing or
on the content of the Frost & Sullivan Report. Except for the Frost & Sullivan Report, we did not
commission any other industry report in connection with the Global Offering. We confirm that after
taking reasonable care, there has been no adverse change in the market information since the date
of the report prepared by Frost & Sullivan which may qualify, contradict or have an impact on the
information set forth in this section in any material respect.
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This section summarizes the principal PRC laws, regulations, rules and policies that may have
a material impact on our business and operations.
REGULATORY AUTHORITIES
The regulatory authorities of the drug industry in the PRC include: the National Medical
Products Administration (္ຖ၍ଣ҅) (the “ NMPA”), the National Health Commission
(ึ) (the “ NHC”) and the National Healthcare Security Administration (ᔼ
ღ҅) (the “ NHSA ”).
The NMPA, under and supervised by the State Administration for Market Regulation (̹
ఙ္ຖ၍ଣᐼ҅) (the “ SAMR ”), is the primary regulatory agency in the PRC for the supervision
and management of key stages of the life-cycle of pharmaceutical products, including non-clinical
research, clinical trial, marketing approval, production, circulation, etc. The Center for Drug
Evaluation (ᄲ൙ʕː) (the “ CDE”), which is a subsidiary under the NMPA, conducts the
technical evaluation on each drug and biologic application to assess the safety and efficacy of each
candidate.
The NHC is a primary national regulator for public health. It is primarily responsible for
drafting national health policies, supervising and regulating public health, healthcare services, and
health emergency systems, coordinating the reform of medical and health system, organizing the
formulation of national drug policies and national essential medicine system, and regulating the
operation of medical institutions and practicing of medical personnel.
The NHSA is an authority directly under the PRC State Council responsible for the
management of the healthcare security system. It is primarily responsible for organizing the
formulation of a uniform medical insurance catalogue and payment standards on drugs, medical
disposables and healthcare services; and formulating and supervising the implementation of the
bidding and tendering policies for drugs and medical disposables.
PRC LA WS AND REGULATIONS
Laws and Regulations in Relation to New Drugs
Non-clinical Research and Animal Testing
The institutions for non-clinical safety evaluation and study shall implement the Good
Laboratory Practice for Non-Clinical Laboratory Studies (Ӻሯඎ၍ଣ஝ᇍ) (the
“GLP”), which was promulgated by the China Food and Drug Administration (the “ CFDA ”) on
August 6, 2003, last amended on July 27, 2017 and came into effect from September 1, 2017. The
GLP contains a set of rules and criteria for the quality system concerned with the organizational
process and conditions under which non-clinical laboratory studies are planned, performed,
monitored, recorded, achieved and reported. Other preclinical related research activities for the
purpose of drug registration shall be carried out with reference to the GLP . The Measures for
Administration of Certification of the Good Laboratory Practice for Non-clinical Laboratory
Studies (), which was last amended by the NMPA
on January 19, 2023 and came into effect from July 1, 2023, set out the requirements for
organizations to apply for GLP certification to conduct non-clinical drug studies.
Clinical Trial Application and Approval
Clinical trials should be conducted when applying for registration of a new drug. After
completing the preclinical studies, the applicant must obtain approval for clinical trials of drugs
from the NMPA before the conduction of new clinical drug trials. According to the Decision on
Adjusting the Approval Procedures of Certain Administrative Approval Items for Drugs (ሜ
) promulgated by the CFDA on March 17, 2017 and
taking effect from May 1, 2017, the decision on the approval of clinical trials of drugs enacted by
the CFDA can be made by the CDE from May 1, 2017.
According to the Announcement of Several Policies on the Evaluation and Examination for
Drug Registration (ʮѓ) promulgated by the CFDA on
November 11, 2015, the INDs of new drugs are subject to one-off umbrella approval instead of
declaration, evaluation and approval by stages. Provided by the Announcement of the Adjustment
of Procedures of the Evaluation and Examination for Drug Clinical Trial (ᑗґ༊
ʮѓ) issued by the NMPA on July 24, 2018, applicants could proceed with
their clinical trials if they have not received any denial or query from the CDE within 60 business
days after the application has been accepted and the relevant application fees have been paid.
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The Drug Administration Law of the PRC () (the “ Drug
Administration Law ”), which was promulgated by the Standing Committee of the National
People’s Congress (ึ) (the “ SCNPC ”) in September 1984, last
amended on August 26, 2019, and came into effect on December 1, 2019, further confirms that the
drug regulatory department under the State Council shall, within 60 working days from the date on
which the application for a clinical trial is accepted, decide on whether to approve it and then notify
the clinical trial applicant. In the case of failure to notify the applicant within the prescribed time
limit, it shall be deemed as approved.
Clinical Trial Registration
Pursuant to the Measures for the Administration of Drug Registration, upon obtaining the
clinical trial approval and before commencing a clinical trial, the sponsor shall register the scheme
of the clinical trial and other information on the Drug Clinical Trial Registration and Information
Platform for clinical trials of drugs. During the clinical trial of drugs, the sponsor shall update
registration information continuously, and register information on the outcome of the clinical trial
of drugs upon completion of the clinical trial of drugs. The registration information shall be
published on the platform and the sponsor shall be responsible for the veracity of such information.
Phases of Clinical Trials
According to the Measures for the Administration of Drug Registration, a clinical drug trial
consists of Phases I, II, III, IV and bioequivalence trial. Pursuant to the characteristics of a drug and
the research purpose, the research contents shall include clinical pharmacological research,
exploratory clinical trial, confirmatory clinical trial and post-marketing research.
According to the Administrative Regulations for Drug Clinical Trial Institutions (ᑗґ
) promulgated by the NMPA and NHC on November 29, 2019 and taking effect
from December 1, 2019, if engaging in drug development activities and conducting clinical trials
of drugs (including bioequivalence test conducted after filing) approved by the NMPA within the
PRC territory, they shall be conducted in drug clinical trial institutions. Drug clinical trial
institutions shall be subject to filing administration.
According to the Measures for the Administration of Drug Registration, a clinical drug trial
to be carried out shall be examined and approved by the ethics committee, and comply with the
relevant requirements of the GCP . The sponsor shall submit safety update reports on the CDE
website regularly during the research and development period. The sponsor shall promptly report
to the CDE regarding suspicious and unexpected serious adverse reaction and other potential serious
safety risks arising in the course of the clinical trial. Based on the severity of the safety risks, the
sponsor may be required to adopt measures to strengthen risk control, and may be required to
suspend or terminate the clinical trial of drugs where necessary.
In accordance with the Management Measures for Communication and Exchange between
Drug Development and Technical Review (), a
communication and exchange regarding key technical issues not covered by the current drug
development and evaluation guidelines may be conducted through consultation between the Center
for Drug Evaluation and the applicant.
According to the Announcement of the National Medical Products Administration on
Adjusting the Review and Approval Procedures for Drug Clinical Trials (္ຖ၍ଣ҅ᗫ
ʮѓ), if a new drug clinical trial has been approved to be
carried out, after the completion of Phase I and Phase II clinical trials and before the
implementation of Phase III clinical trials, the applicant shall submit an application for a
communication meeting to the CDE to discuss with the CDE on key technical issues including the
design of the Phase III clinical trials. The applicant can also apply for communication on key
technical issues at different stages of clinical research and development.
Approval or Filing relating to Chinese Human Genetic Resources
In accordance with the Regulations on the Administration of Human Genetic Resources ( ɛ
ᗳ፲ෂ༟๕၍ଣૢԷ), which was issued by the State Council on May 28, 2019, was most
recently revised on March 10, 2024, and came into effect on May 1, 2024, human genetic resources
include human genetic resource materials and information. The Regulations on the Administration
of Human Genetic Resources further clarify that for the purpose of obtaining drug marketing
authorization within China, if international cooperative clinical trials are conducted at clinical
institutions using China’s human genetic resources without involving the export of human genetic
resource materials, no approval is required. However, the collaborating parties must file with the
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health and family planning department of the State Council the types, quantities, and intended uses
of the human genetic resources to be used before commencing the clinical trials. Foreign
organizations, individuals, and institutions established or effectively controlled by them are
prohibited from collecting or preserving human genetic resources within China and from providing
human genetic resources to entities outside of China.
According to the Notice on Updating the Services Guidelines, Filing, and Prior Reporting
Scope and Procedures for Administrative Licensing of Human Genetic Resource Services
Guidelines (ஷ
) promulgated by the Ministry of Science and Technology (the “ MOST ”) on July 14, 2023, in
order to obtain marketing authorization for relevant drugs in China, no approval is required in
international clinical trial cooperation using China’s human genetic resources at clinical institutions
without export of human genetic resource materials, but certain conditions shall be satisfied and a
record shall be filed with the MOST. For the exploratory research part involved in the clinical trials,
an administrative license for international scientific research cooperation involving human genetic
resources must be applied for.
The Implementation Rules for the Administrative Regulation on Human Genetic Resources
(), which was promulgated by the MOST on May 26, 2023,
and took effect from July 1, 2023, further clarify the requirements for administrative licensing,
record-keeping, and security review in relation to the collection, conservation, utilization, and
external provision of China’s human genetic resources.
According to the Bio-security Law of the PRC ()
promulgated by the SCNPC on October 17, 2020, and last amended with effect from April 26, 2024,
where information on Chinese human genetic resources is to be provided or opened for use to
foreign organizations, individuals or institutions established or actually controlled by foreign
organizations and individuals, a report shall be filed in advance to the administrative department of
health under the State Council and the information backup shall be submitted. It also provides that
approvals are required to conduct international scientific research cooperation using Chinese
biological resources. Furthermore, failure to comply with the requirements under the Bio-security
Law of the PRC will result in penalties, including fines, suspension of related activities and
confiscation of related human genetic resources and gains generated from conducting these
activities.
New Drug Application, Registration and Marketing Authorization
Pursuant to the provisions of the Measures for the Administration of Drug Registration ( ᖹ
) promulgated by the SAMR on January 22, 2020 and taking effect from July 1,
2020. According to the Measures for the Administration of Drug Registration, an applicant may file
an application for drug marketing authorization, after the completion of pharmaceutical,
pharmacological and toxicological studies, clinical trials of drugs and other studies, determination
of quality standards. The CDE shall organize technical personnel to comprehensively review the
application regarding the safety, effectiveness and quality control of the drug. Where the application
is cleared by the comprehensive review, the drug shall be approved for marketing and a drug
registration certificate shall be issued.
A drug registration certificate shall be valid for five years. During the validity period, a holder
of a drug registration certificate shall continue to ensure the safety, effectiveness and quality
controllability of the marketed drug, and apply for re-registration of the drug six months prior to
the expiry of the validity period.
According to the Drug Administration Law, an applicant who has obtained a drug registration
certificate shall be recognized as a drug marketing authorization holder, responsible for non-clinical
laboratory studies, clinical trials, production and distribution, post-market studies, and the
monitoring, reporting, and handling of adverse reactions in connection with pharmaceuticals. The
drug marketing authorization holder may engage in manufacturing or distribution on its own or to
entrust a licensed third party.
Accelerated Approval for Registration
The Measures for the Administration of Drug Registration provides detailed standards,
procedures and policy support for accelerating the marketing registration of different types of drugs
such as procedures for breakthrough therapy designation, procedures for conditional approval,
procedures for priority review and approval and procedures for special approval.
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Regulations on the Manufacture and Distribution of Pharmaceutical Products
Drug Manufacturing License and Contract Manufacturing
In accordance with the Drug Administration Law, the state implements a system of marketing
authorization holders ( MAH) for drug management. The MAH may produce drugs by itself or may
entrust a drug manufacturing enterprise to produce them. If the MAH produces drugs by itself, it
shall obtain a drug production license; if it entrusts production, it shall entrust a qualified drug
manufacturing enterprise. The MAH and the entrusted production enterprise shall enter into a
contract manufacturing agreement and a quality agreement, and strictly fulfill the obligations
stipulated in the agreements.
According to the Regulations on the Supervision and Administration of Contract
Manufacturing of Drugs () promulgated by the National Medical
Products Administration in August 2014, a drug manufacturing enterprise may only entrust the
production of its drugs to another domestic drug manufacturing enterprise when it temporarily lacks
production conditions due to technological transformation or when its production capacity is
insufficient to ensure market supply.
According to the Measures for the Supervision and Administration of Drug Production ( ᖹ
) promulgated by the SAMR on January 22, 2020 and taking effect on July
1, 2020, a Drug Manufacturing License is valid for five years and may be renewed upon the
application by the holder of such Drug Manufacturing License at least six months prior to the
expiration date and the approval by the provincial counterpart of the NMPA originally issues the
Drug Manufacturing License.
Good Manufacturing Practice
The Good Manufacturing Practices (͛ପሯඎ၍ଣ஝ᇍ) (the “ GMP”) last amended
by the Ministry of Health of the PRC (the “ MOH”, now known as the NHC) on January 17, 2011
and taking effect on March 1, 2011, provide guidance for the quality management, organization and
staffing, production premises and facilities, equipment, materials and products, recognition and
inspection, documentation maintenance, manufacture management, quality control and quality
assurance, contractual manufacture and contractual inspection for the products, product delivery
and recalls of a manufacturer in a systematical manner.
Prior to December 1, 2019, a drug manufacturer shall apply for GMP certification to the drug
supervision and administration department and obtain the GMP certificate in accordance with the
relevant provisions. Pursuant to the Announcement on the Relevant Issues Concerning the
Implementation of the Drug Administration Law of the PRC (݄<ʕശɛ͏΍ձ਷ᖹ
ج>ʮѓ) promulgated by the NMPA on November 29, 2019, the GMP and
Good Supply Practice (GSP) certifications have been cancelled from December 1, 2019,
applications for GMP and GSP certifications are no longer accepted, and GMP and GSP certificates
are no longer issued. However, according to the Drug Administration Law, a manufacturer shall
comply with the GMP and establish a sound GMP system, to ensure that the entire process of drug
manufacturing maintains to meet the statutory requirements. The legal representative of and
principal person in charge of a drug manufacturer are fully responsible for the drug manufacturing
activities of the enterprise.
On May 24, 2021, the NMPA promulgated the Administrative Measures for Drug Inspection
(For Trial Implementation) (ج(༊Б)) which was amended on July 19, 2023,
and the Administrative Measures for the Certification of Good Manufacturing Practice for Drugs
() was repealed concurrently. The Administrative
Measures for Drug Inspection (For Trial Implementation) provide that if a drug manufacturer
applies for a drug manufacturing license for the first time, onsite inspections to be conducted in
accordance with the GMP requirements is required, while for a drug manufacturer applying for the
reissue of a drug manufacturing license, the review will be conducted based on the risk management
principles, taking into account certain factors, including the drug manufacturer’s compliance with
the laws and regulations of drug administration, the drug manufacturer’s operation of the GMP
system and quality management system, and inspections on the drug manufacturer’s conformity to
the GMP requirements may be conducted where necessary.
Drug Distribution
In accordance with the Drug Administration Law, the MAH of a drug may sell the drugs for
which it has obtained a drug registration certificate by itself, or it may entrust a drug marketing
enterprise to sell them. If the MAH engages in drug retail activities, it shall obtain a drug marketing
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license. If the MAH sells drugs by itself, it shall meet the following conditions: (i) It has
pharmacists or other pharmaceutical technicians who have been legally qualified, (ii) It has business
premises, equipment, storage facilities, and a sanitary environment that are appropriate for the drugs
it operates, (iii) It has a quality management organization or personnel that are appropriate for the
drugs it operates, (iv) It has rules and regulations to ensure the quality of drugs and complies with
the drug marketing quality management standards formulated by the State Council’s drug regulatory
authority in accordance with this Law.
A drug manufacturing enterprise may sell the drugs it produces directly without obtaining a
Drug Marketing License or GSP certification. However, if a drug manufacturing enterprise operates
drugs that are not produced by itself, it shall obtain a Drug Marketing License and GSP
certification.
Drug Recall
According to the Administrative Measures for on Drug Recall (),
which was promulgated on December 10, 2007, last amended in October 2022 and came into effect
on November 1, 2022, Drug Recall refers to the activity whereby a drug marketing authorization
holder (the “ Holder ”) recalls, in accordance with the prescribed procedures, any drugs that have
been launched on the market but have quality problems or other potential safety hazards, and takes
relevant measures to promptly control risks and eliminate potential hazards. The Holder shall
establish and improve a drug recall system, collect relevant information on drug quality and safety,
investigate and evaluate possible quality problems or other potential safety hazards, and timely
recall drugs with quality problems or other potential safety hazards. The Holder shall formulate a
drug recall information disclosure system, and voluntarily announce drug recall information
pursuant to the law. Drug manufacturing enterprises, drug trading enterprises and drug users shall
actively assist the Holder in investigation and evaluation of drugs which may have quality problems
or other potential safety hazards, and voluntarily cooperate with the Holder in performing recall.
Where a drug manufacturer, distributor or user discovers that the drug manufactured, sold or used
by it may have quality problems or other potential safety hazards, it shall notify the Holder
promptly, and where necessary, suspend manufacturing, release, sale and use of the drug, and report
the matter to the government of the province, autonomous region or municipality directly under the
Central Government where it is located. Information in the notice and report shall be truthful. The
holders, drug manufacturers, drug trading enterprises and drug users shall, in accordance with
relevant provisions, establish and implement a drug traceability system, and keep complete
purchase and sales records to ensure the traceability of drugs launched on the market.
Other Laws and Regulations in Relation to Medical Industry
Basic Medical Insurance Policy
Pursuant to the Decision on the Establishment of the Urban Employee Basic Medical
Insurance Programme () promulgated by the State
Council on December 14, 1998 and the Tentative Measures for the Administration of the Scope of
Basic Medical Insurance Coverage for Pharmaceutical Products for Urban Employees (ᕄᔖʈ
) which was promulgated by the National Development and
Reform Commission (the “ NDRC ”), the NMPA and other authorities and came into effect on May
12, 1999, all employers in cities and towns, including enterprises (state-owned enterprises,
collective enterprises, foreign-invested enterprises, private enterprises, etc.), institutions, public
institutions, social organizations, private non-enterprise units and their employees are required to
participate in basic medical insurance. Pursuant to the Guiding Opinions on the Pilot of Basic
Medical Insurance for Urban Residents (ኬจԈ)
promulgated by the State Council on July 10, 2007, urban residents (not urban employees) in the
pilot areas can voluntarily participate in the basic medical insurance for urban residents. Pursuant
to the Opinions of the State Council on the Integration of the Basic Medical Insurance System for
Urban and Rural Residents (จԈ) promulgated
by the State Council on January 3, 2016, a unified basic medical insurance system for urban and
rural residents was established, including the existing urban residents’ medical insurance and all the
insured personnel of New Rural Cooperative Medical System, covering all urban and rural residents
except those who should be covered by the employee’s basic medical insurance.
Medical Insurance Catalogue
According to the Tentative Measures for the Administration of the Scope of Basic Medical
Insurance Coverage for Pharmaceutical Products for Urban Employees, the scope of basic medical
insurance coverage for pharmaceutical products needs to be managed through the formulation of the
Drug Catalogue for Basic Medical Insurance (ͦ፽) (the “ Medical
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Insurance Catalogue ”). The Medical Insurance Catalogue is divided into two parts of Part A and
Part B. Patients purchasing medicines included in Part A of the Medical Insurance Catalogue are
entitled to reimbursement in accordance with the regulations in respect of basic medical insurance.
Patients purchasing medicines included in Part B of the Medical Insurance Catalogue are required
to pay a certain percentage of the purchase price and the remainder shall be reimbursed in
accordance with the regulations in respect of basic medical insurance. According to the Opinions
of the NHSA and the Ministry of Finance on Establishing a List-Based System for Healthcare
Security Benefits (จԈ), which came
into effect in January 2021, all provinces shall implement the Medical Insurance Catalogue in a
strict manner, and shall not have the discretion to formulate the catalogue or increase the drugs in
any form unless explicitly stipulated. The currently effective Medical Insurance Catalogue is the
National Reimbursement Drug List for Basic Medical Insurance, Maternity Insurance and
Work-related Injury Insurance (2025) (ͦ፽(2025
ϋ)) and the Commercial Health Insurance Innovative Drug List(2025) (ᎈ௴อᖹ
ͦ፽) which came into effect since January 1, 2026.
Drug Price and Procurement
According to the Drug Administration Law, for drug products with market-regulated prices in
accordance with the law, drug marketing authorization holders, drug manufacturers, drug trading
enterprises and medical institutions shall determine the price pursuant to the principles of fairness,
reasonableness, integrity and trustworthiness as well as quality for value in order to supply drug
users with reasonably priced drug products; and shall comply with the requirements relating to drug
price administration promulgated by the State Council’s pricing authorities, determine and clearly
mark the retail prices of drug products. According to the Notice on Issuing Opinions on Promoting
Drug Price Reform (Ι೯<จԈ>ٝjointly promulgated by the
NDRC, the NHC, the Ministry of Human Resources and Social Security, the Ministry of Industry
and Information Technology (the “ MIIT ”), the Ministry of Finance (the “ MOF”), the Ministry of
Commerce (the “ MOFCOM ”) and the CFDA on May 4, 2015, from June 1, 2015, except for
narcotic drugs and first-class psychotropic drugs, the price of drugs set by the government will be
cancelled.
In accordance with the Notice on Printing and Distributing the Opinions on Doing a Good Job
in Current Drug Price Management (Ι೯<၍ଣʈЪ
จԈ>) issued by the National Healthcare Security Administration (NHSA) in November
2019, the current drug price policies were improved and connected, a regular supervision
mechanism for drug prices was established and improved. On August 28, 2020, the NHSA further
issued the Guiding Opinions on Establishing a Credit Evaluation System for Medical and
Pharmaceutical Prices and Procurement, and based on this, the Catalogue of Dishonest Acts in
Medical and Pharmaceutical Prices and Procurement was formulated to penalize illegal or improper
behaviors in the buying and selling of drugs.
According to the Notice on Printing and Distributing Several Provisions on the Pilot Work of
Centralized Bidding and Procurement of Drugs in Medical Institutions (ۜ
) issued and effective on July 7, 2000, the Notice on
Further Doing a Good Job in Centralized Bidding and Procurement of Drugs in Medical Institutions
issued and effective on July 23, 2001, and the Opinions on Further Regulating the Centralized
Procurement of Drugs in Medical Institutions issued and implemented on January 17, 2009,
non-profit medical institutions held or controlled by people’s governments at or above the county
level must all participate in centralized drug procurement. Drugs listed in the National Essential
Medicines List shall be implemented in accordance with the provisions of the National Essential
Medicines System.
In accordance with the Guiding Opinions of the General Office of the State Council on
Improving the Centralized Procurement of Drugs in Public Hospitals (ҁഛʮ
ኬจԈ) issued and effective on February 9, 2015, the centralized
procurement of drugs in public hospitals will be improved through the implementation of classified
drug procurement. All drugs (excluding traditional Chinese medicinal slices) used by public
hospitals should be procured through the provincial centralized drug procurement platform.
Drug Technology Transfer and Post-Marketing Changes
According to the Measures for the Administration of Drug Registration and the Administrative
Regulation for Technology Transfer Registration of Drugs ()
promulgated by the CFDA on August 19, 2009, drug technology transfer includes new drug
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technology transfer and drug production technology transfer. An application for drug technology
transfer must be submitted to the provincial drug regulatory authority, and the CFDA will ultimately
make an approval decision based on the comprehensive opinions of the CDE.
In accordance with the Measures for the Administration of Post-Marketing Changes of Drugs
(Trial) (ج(༊Б)), issued by the National Medical Products
Administration on January 12, 2021, post-marketing changes of drugs include changes in
registration management matters and changes in production supervision matters. Post-marketing
changes of drugs must not have any adverse impact on the safety, efficacy, and quality control of
the drugs.
Regulations on Company Establishment and Foreign Investment
The establishment, operation and management of corporate entities in China are governed by
the Company Law of the PRC () (the “ Company Law ”), which was
promulgated by the SCNPC in December 1993 and further amended in December 1999, August
2004, October 2005, December 2013, October 2018 and December 2023, respectively. The
Company Law also applies to foreign-invested joint stock limited companies.
Investment activities in the PRC by foreign investors are governed by the Special
Administrative Measures for the Access of Foreign Investment (Negative List) (2024 V ersion) ( ̮
݄(૶ఊ)(2024وthe “ Negative List ”), which was promulgated by
the PRC MOFCOM and the NDRC in September 2024 and came into effect on November 1, 2024,
The Negative List covers 11 industries, and any field not falling under the Negative List shall be
administered under the principle of equal treatment to domestic and foreign investment.
The Foreign Investment Law of the PRC () (the “ Foreign
Investment Law ”) was promulgated by the National People’s Congress (the “ NPC”) in March 2019
and came into effect in January 1, 2020. The Law on Wholly Foreign-owned Enterprises of the PRC
(), the Law on Sino-foreign Equity Joint V entures of the PRC ( ʕ
) and the Law on Sino-foreign Cooperative Joint V entures of
the PRC () were repealed upon the Foreign Investment
Law coming into effect. The investment activities of foreign natural persons, enterprises or other
organizations (collectively, the “ Foreign Investors ”) directly or indirectly within the territory of
China shall comply with and be governed by the Foreign Investment Law. Such activities include
establishments by Foreign Investors of foreign invested enterprises in China alone or jointly with
other investors; acquisitions by Foreign Investors of shares, equity, property shares, or other similar
interests of Chinese domestic enterprises; investments by Foreign Investors in new projects in
China alone or jointly with other investors; and other forms of investment prescribed by laws,
administrative regulations or the State Council.
The Foreign Investment Law further regulates foreign investment management and proposes
the establishment of a foreign investment information reporting system that replaces the original
foreign investment enterprise approval and filing system of the MOFCOM. The foreign investment
information reporting is subject to the Measures on Reporting of Foreign Investment Information
() jointly developed by the MOFCOM and the SAMR, which came into
effect on January 1, 2020. Since January 1, 2020, for foreign investors carrying out investment
activities directly or indirectly in China, the foreign investors or foreign-invested enterprises shall
submit investment information to the relevant commerce administrative authorities in accordance
with the Measures on Reporting of Foreign Investment Information.
The Measures on the Security Review of Foreign Investment ()
promulgated by the NDRC and MOFCOM on December 9, 2020 and taking effect on January 18,
2021 set forth provisions concerning the security review mechanism on foreign investment.
Regulations on Information Security and Data Protection
Personal Information Protection
According to the Civil Code, the personal information of an individual shall be protected by
the law. Any organization or individual that needs to obtain personal information of others shall
obtain such information legally and ensure the safety of such information, and shall not illegally
collect, use, process or transmit personal information of others, or illegally purchase or sell, provide
or publish personal information of others. In addition, the processing of personal information shall
follow the principles of lawfulness, appropriateness and necessity.
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The Personal Information Protection Law of the PRC ()
(the “ Personal Information Protection Law ”), which was promulgated by the SCNPC on August
20, 2021 and became effective on November 1, 2021 requires that the processing of personal
information should have a clear and reasonable purpose and should be limited to the minimum
scope necessary to achieve the processing purpose, adopt a method that has the least impact on
personal rights and interests, and shall not process personal information that is not related to the
processing purpose.
Information Security and Censorship
On June 10, 2021, the SCNPC promulgated the Data Security Law of the PRC ( ʕശɛ͏
) (the “ Data Security Law ”), which came into effect on September 1, 2021.
The Data Security Law sets forth the regulatory framework and the responsibilities of the relevant
administrative authorities in regulating data security.
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕശ
) (the “ Cyber Security Law ”), which is amended on October 18, 2025
and became effective on January 1, 2026, according to which, network operators shall fulfill their
obligations to safeguard the security of the network when conducting business and providing
services. Those who provide services through networks shall take technical measures and other
necessary measures according to laws, administrative regulations and compulsory national
requirements to safeguard the safe and stable operation of the networks, respond to network security
incidents effectively, prevent illegal and criminal activities, and maintain the integrity,
confidentiality and usability of network data. The network operator shall not collect personal
information irrelevant to the services it provides or collect or use the personal information in
violation of the provisions of laws or agreements concluded with its users, and network operators
of key information infrastructure shall store within the PRC all the personal information and
important data collected and produced within the PRC. The purchase of network products and
services that may affect national security shall be subject to national cybersecurity review.
On July 30, 2021, the PRC State Council promulgated the Regulations on the Protection of the
Security of Critical Information Infrastructure (ᚐૢԷ), which
became effective on September 1, 2021. According to the Regulations on the Protection of the
Security of Critical Information Infrastructure, a “critical information infrastructure” refers to an
important network facility and information system in important industries such as, among others,
public communications and information services, as well as other important network facilities and
information systems that may seriously endanger national security, the national economy, the
people’s livelihood, or the public interests in the event of damage, loss of function, or data leakage.
On December 28, 2021, the Cyberspace Administration of China (the “ CAC”), jointly with 12
other administrative authorities, promulgated the Measures for Cybersecurity Review ( ၣഖτΌ
), which became effective on February 15, 2022. According to the Measures for
Cybersecurity Review, critical information infrastructure operators that purchase network products
and services, and network platform operators engaging in data processing activities that affect or
may affect national security are subject to cybersecurity review under the Measures for
Cybersecurity Review. In addition, network platform operators with personal information of over
one million users shall be subject to cybersecurity review before listing abroad ( ਷̮ɪ̹). The
competent authorities may also initiate a cybersecurity review against the operators if the
authorities believe that the network product or service or data processing activities of such operators
affect or may affect national security.
On July 7, 2022, the CAC promulgated the Cross-border Data Transfer Security Assessment
Measures (), which became effective on September 1, 2022. In addition,
on February 22, 2023, the Provisions on the Prescribed Agreement on Cross-border Data Transfer
of Personal Information () (the “ Provisions on Prescribed
Agreemen t”) was promulgated by the CAC, which took effect on June 1, 2023.
In September 2024, the State Council released the Regulation on Network Data Security
Management ( ၣഖᅰኽτΌ၍ଣૢԷ), which shall come into force on January 1, 2025. The
Regulation on Network Data Security Management is not only the first at the administrative
regulation level specifically for network data security, but it also serves as a comprehensive
implementing regulation for the compliance requirements set out by the Cybersecurity Law, the
Data Security Law, and the Personal Information Protection Law. The Regulation on Network Data
Security Management introduces several key obligations, including requiring network data handlers
to specify the purpose and method of personal information processing, as well as the types of
personal information involved, before any personal information is handled. It also clarifies
definitions for important data, outlines the obligations of those handling important data.
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Clinical Trial Data Protection
In accordance with the Regulations for the Implementation of the Drug Administration Law
(Revised in 2024) (ૢԷ(2024ࠈࡌ)), the state protects the undisclosed test
data and other data obtained independently by producers or sellers who have obtained permission
to produce or sell drugs containing new chemical components. No one shall use such undisclosed
test data and other data for improper commercial purposes. From the date when the producer or
seller of a drug obtains the permit to produce or sell a drug containing new chemical components,
if another applicant uses the aforementioned data to apply for permission to produce or sell a drug
containing new chemical components without the consent of the applicant who has already obtained
the permit, the drug regulatory authority shall not grant permission within six years. However, this
does not apply if the other applicant submits data obtained independently.
Regulations on Lease of Real Property
According to the Civil Code, a lease contract generally shall contain clauses specifying the
name, quantity and purpose of use of the leased object, the term of the lease, rent, the schedule and
method of its payment, the maintenance and repair of the leased object, etc. The lessee of a lease
may, with the consent of the lessor, sublease the leased object to a third party.
According to the Administrative Measures for Leasing of Commodity Housing (܊גۜ
) promulgated by the Ministry of Housing and Urban-Rural Development of the
PRC (the “ MOHURD ”) on December 1, 2010 and became effective on February 1, 2011, a
commodity housing lease contract should be registered and filed with the competent construction
(real estate) departments of the municipalities directly under the central government, cities and
counties where the house is located within 30 days after the execution of the lease contract.
Regulations on Environmental Protection, Health and Safety
Environmental Protection
The Environmental Protection Law of the PRC (),
promulgated by the SCNPC on December 26, 1989, last amended on April 24, 2014 and taking
effect from January 1, 2015, summarizes the rights and responsibilities of environmental protection
regulatory authorities. The competent environmental protection administration authority under the
State Council (currently is the Ministry of Ecology and Environment (the “ MEE”)) is authorized
to promulgate national standards for environmental quality and discharge. At the same time, local
environmental protection authorities may formulate local standards that are stricter than the national
standards, in which case, the companies concerned shall comply with the national and local
standards.
Environmental Impact Assessment
According to the Regulations on the Administration of Construction Project Environmental
Protection (ᚐ၍ଣૢԷ) promulgated by the PRC State Council on November
29, 1998, last amended on July 16, 2017 and taking effect from October 1, 2017, the construction
entity shall submit an environmental impact report or an environmental impact statement, or fill in
a registration form, as applicable, depending on Catalogue for the Categorization of Environmental
Impact Assessment of Construction Projects (Revised in 2021). For a construction project for which
an environmental impact report or environmental impact statement shall be prepared, the
construction entity shall submit the environmental impact report and environmental impact
statement to the competent administrative authority of environmental protection for approval before
the commencement of the construction. If the environmental impact assessment documents of a
construction project have not been reviewed by the competent administrative authority in
accordance with the law or have not been granted approval after the review, the construction entity
shall be prohibited from commencing construction works of such project. Environmental protection
facilities required for construction projects must be designed, constructed, and put into use
simultaneously with the main project.
According to the Environmental Impact Assessment Law of the PRC ( ʕശɛ͏΍ձ਷ᐑྤ
) promulgated by the SCNPC on October 28, 2002 and last amended with effect from
December 29, 2018, for construction projects that have an impact on the environment, entities shall
prepare an environmental impact report, environmental impact statement or fill in an environmental
impact registration form in accordance with the severity of the impact that the project may have on
the environment.
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Completion and Acceptance
According to the Regulations on the Administration of Construction Project Environmental
Protection, for construction projects that involve the preparation of an environmental impact report
or an environmental impact statement, the construction unit shall, after completion, conduct an
acceptance inspection of the supporting environmental protection facilities in accordance with the
standards and procedures stipulated by the State Council’s environmental protection administrative
department, and prepare an acceptance report. The Interim Measures for the Acceptance of
Environmental Protection upon Completion of Construction Projects (ᚐ᜕
), promulgated and implemented by the Ministry of Environmental Protection (now
abolished) on November 20, 2017, regulate the procedures and standards for environmental
protection acceptance by construction units after the completion of construction projects.
Pollutant Discharge
According to the Administrative Measures for Pollutant Discharge Licensing ( રϮ஢̙၍
) promulgated by the MEE on April 1, 2024 and effective on July 1, 2024, enterprises,
institutions and other producers and operators subject to the management of discharge permits shall
apply for discharge permits and discharge pollutants in accordance with the requirements of the
discharge permits; those who have not obtained discharge permits shall not discharge pollutants.
According to the Catalogue of Classified Management of Pollutant Discharge Permits for
Stationary Pollution Sources (2019 Edition) (๕રϮ஢̙ʱᗳ၍ଣΤ፽(2019)
promulgated by the MEE on December 20, 2019 and effective as of the same date. The pollutant
discharging entity subject to registration management does not need to apply for the pollutant
discharge permit, but shall fill in the pollutant discharge registration form on the national pollutant
discharge permit administration information platform.
According to the Regulations on Urban Drainage and Sewage Treatment (ᕄર˥ၾϮ˥
ஈଣૢԷ) promulgated by the PRC State Council on October 2, 2013 and with effect from
January 1, 2014, urban entities and individuals shall dispose of sewage through urban drainage
facilities covering their geographical area in accordance with the law. Companies or other entities
engaging in medical activities shall apply for a sewage disposal drainage license ( Ϯ˥રɝર˥၍
ၣ஢̙ᗇ) before disposing sewage into urban drainage facilities. Sewagedisposing entities and
individuals shall pay sewage treatment fees in accordance with the law.
Production Safety
According to the Production Safety Law of the PRC ()
promulgated by the SCNPC on June 29, 2002 and last amended on June 10, 2021 and taking effect
from September 1, 2021, any entity whose production safety conditions do not meet the
requirements may not engage in production and business operation activities. The production and
business operation entities shall educate and train employees regarding production safety.
Employees who fail the education and training programmes on production safety may not
commence working in their positions. Safety facilities of new building, rebuilding or expanding
project (the “ Construction Project ”) shall be designed, constructed and put into operation
simultaneously with the main body of the project. Investment in safety facilities shall be included
in the budget of the Construction Project.
According to the Regulation on the Administration of Precursor Chemicals (ۜ
၍ଣૢԷ) promulgated by the PRC State Council on August 26, 2005 and last amended and with
effect from September 18, 2018, a classified administration and licensing system is applied to the
production, distribution, purchase, transportation, and import and export of precursor chemicals.
On January 26, 2002, the State Council promulgated the Regulations on the Safety
Management of Hazardous Chemicals (τΌ၍ଣૢԷ) (the “ Hazardous
Chemicals Regulation s”), which was last amended and effective on December 7, 2013. The
Hazardous Chemicals Regulations set out supervision and administration provisions on the safe
production, storage, use, operation and transport of hazardous chemicals.
Regulations in Relation to Product Liability
The Product Quality Law of the PRC () (the “ Product
Quality Law ”) promulgated by the SCNPC on February 22, 1993 and last amended with effect from
December 29, 2018, is the principal law relating to the supervision and administration of product
quality. The Product Quality Law clarifies liabilities of the manufacturers and sellers.
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Manufacturers shall be responsible for the quality of the products manufactured by them and
sellers shall take measures to ensure the quality of the products sold by them. If a defect in a product
causes physical injury or damage to property other than the defective product, the manufacturer of
the product shall be liable for compensation, unless the manufacturer is able to prove that: (1) the
product has not been put into circulation; (2) the defects causing the physical injury or property
damage did not exist at the time when the product was put into circulation; or (3) the science and
technology at the time when the product was circulated were at a level incapable of detecting the
defects. A seller shall be liable for compensation if the physical injury or property damage of others
is caused by defects due to the fault on the part of the seller. A seller shall also be liable for
compensation if it can identify neither the manufacturer nor the supplier of the defective products.
A person who is injured or whose property is damaged by the defects in the product may claim for
compensation from the manufacturer or the seller.
According to the Civil Code and the Product Quality Law, where a patient suffers damage due
to defects in drugs, he may seek compensation from the drug marketing authorization holder,
producer or also from the medical institution. Where the patient seeks compensation from the
medical institution, the medical institution, after it has made the compensation, shall have the right
to recover the compensation from the liable drug marketing authorization holder.
Regulations on Intellectual Property Rights
Trademark
Trademarks are protected by the Trademark Law of the PRC (),
which was promulgated by the SCNPC on August 23, 1982 and last amended on April 23, 2019 with
effect from November 1, 2019, and the Implementation Regulation of the PRC Trademark Law
(ૢԷ), which was promulgated by the State Council on August 3,
2002 and last amended on April 29, 2014 with effect from May 1, 2014. The Trademark Office of
the China National Intellectual Property Administration is in charge of trademark registration and
grants registered trademarks a validity term of 10 years which may be renewed for consecutive
10-year periods upon application by the owner of the registered trademark.
Patent
Patents are protected by the Patent Law of the PRC () (the “ Patent
Law”), which was promulgated by the SCNPC on March 12, 1984 and last amended on October 17,
2020 with effect from June 1, 2021, and the Implementing Regulations of the Patent Law of the PRC
(), which was promulgated by the State Council on June 15,
2001 and last amended on December 11, 2023 with effect from January 20, 2024. The Patent Office
of the China National Intellectual Property Administration is responsible for the patent work
nationwide, and its counterparts at provincial level are responsible for the administration of patents
within their respective administrative regions. An invention or utility model for which a patent is
granted shall be novel, inventive and practically applicable. The protection period is 20 years for
an invention patent, 10 years for a utility model patent, and 15 years for design patent, commencing
from their respective application dates.
The Patent Law introduces patent extensions to patents of new drugs that launched in the PRC,
and stipulates that the patent administration department under the State Council shall, upon request
of the patentee, extend the patent term of relevant invention patents of the new drug that is approved
to be listed on the market in China, to compensate for the time spent for the review and examination
and approval of the listing of a new drug on the market. The compensated extension shall not exceed
five years, and the total valid patent term after the new drug is approved for the market shall not
exceed fourteen years.
Trade Secrets
According to the Anti-Unfair Competition Law of the People’s Republic of China ( ʕശɛ
), promulgated by the Standing Committee of the National People’s
Congress in September 1993 and last revised on April 23, 2019, a “trade secret” refers to technical
and business information that is not known to the public, is practically applicable, can bring
commercial benefits or profits to the lawful owner or holder, and has been subject to confidentiality
measures by the lawful owner or holder. Under the Anti-Unfair Competition Law, business
operators are prohibited from engaging in the following acts of trade secret infringement: (i)
Acquiring the trade secrets of the rights holder by means of theft, bribery, fraud, coercion,
electronic intrusion, or other improper means; (ii) Disclosing, using, or permitting others to use the
trade secrets of the rights holder obtained by the means mentioned in item (i); (iii) Violating
confidentiality obligations or the rights holder’s requirements for maintaining the secrecy of trade
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secrets, and disclosing, using, or permitting others to use the trade secrets in one’s possession; (iv)
Instigating or inducing others to violate confidentiality obligations or the rights holder’s
requirements for maintaining the secrecy of trade secrets, and thereby acquiring, disclosing, using,
or permitting others to use the rights holder’s trade secrets. If a third party knowingly or should
have known about the aforementioned illegal acts but still acquires, uses, or discloses another
person’s trade secrets, such a third party shall be deemed to have infringed upon another person’s
trade secrets. The party whose trade secrets have been infringed may request administrative
corrective measures, and the regulatory authorities shall order the cessation of the illegal acts and
impose fines on the infringer.
Laws and Regulations Related to Tax
Enterprise Income Tax of the PRC
According to the Enterprise Income Tax Law of the PRC ()
(the “ EIT Law ”) promulgated by the NPC on March 16, 2007 and last amended and effective from
December 29, 2018 by the SCNPC and its implementation rules, the EIT Law generally imposes a
uniform income tax rate of 25% on all resident enterprises in China, including foreign-invested
enterprises. The EIT Law and its implementation rules permit the enterprises qualified as “High and
New Technologies Enterprises” to enjoy a reduced 15% enterprise income tax rate.
V alue-added Tax of the PRC
According to the Provisional Regulations on V alue-added Tax of the PRC ( ʕശɛ͏΍ձ਷
೼ᅲБૢԷ), which came into effect in January 1994, and was amended in November 2008,
February 2016 and November 2017, and the Detailed Implementing Rules of the Provisional
Regulations on V alue-added Tax of the PRC (),
which came into effect in December 1993 and was amended in December 2008 and October 2011,
unless otherwise specified, taxpayers that sell goods, labor services, or tangible personal property
leasing services or import goods in China shall pay V A T at a tax rate of 17%; the sales of
transportation, postal services, basic telecommunications, construction, and real property leasing
services, the sales of real property, and the transfer of land use rights shall be subject to V A T at a
tax rate of 11%; the sales of services and intangible assets shall be subject to V A T at a tax rate of
6% unless otherwise provided.
According to the Announcement on Relevant Policies for Deepening the V alue-added Tax
Reform (ʮѓ) issued in March 2019, the previous applicable
V A T rate of 16% and 10% will be adjusted to 13% and 9% respectively for V A T general taxpayers’
taxable sales activities or imported goods.
Regulations on Foreign Exchange and Dividend Distribution
Foreign Exchange Control
The PRC Regulations for the Foreign Exchange Administration ( ʕശɛ͏΍ձ਷̮ි၍ଣ
ૢԷ), which was promulgated by the PRC State Council in January 1996 and amended in January
1997 and August 2008, established the regulatory framework of the administration on foreign
currency exchange in China. Under the PRC Regulations for the Foreign Exchange Administration,
payments of current account items, such as trade, services, benefits or current transfer-related
transactions, in foreign currencies may be proceeded without prior approval from the State
Administration of Foreign Exchange of the PRC (the “ SAFE ”) as long as certain procedural
requirements are complied with. By contrast, approval from, or registration with, appropriate
administrative authorities is required where RMB is to be converted into foreign currency and
remitted out of China for items under the capital account such as repayment of foreign currency
denominated loans or foreign currency is to be remitted into China under the capital account, such
as a capital increase or foreign currency loans extended by an offshore entity to an entity in China.
The Provisions on the Administration of Foreign Exchange in Domestic Direct Investments by
Foreign Investors (), which was promulgated by the
SAFE in May 2013 and amended in October 2018 and December 2019, regulate and clarify the
administration over foreign exchange administration in foreign investors’ direct investments, and
provide that the administration by the SAFE or its local branches over direct investment by foreign
investors in China shall be conducted by way of registration and banks shall process foreign
exchange business relating to the direct investment in China based on the information recorded with
the SAFE and its branches.
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According to the Circular on the Reform of the Management Method for the Settlement of
Foreign Exchange Capital of Foreign-invested Enterprises (ഐ
) issued by the SAFE in March 2015 and amended in December 2019 and
March 2023, and the Circular of the State Administration of Foreign Exchange on the Reform and
Standardization of the Management Policy of the Settlement of Capital Accounts (̮ි၍ଣ
) issued by the SAFE on June 9, 2016 and
amended in December 2023, discretionary settlement of foreign exchange receipts under capital
accounts means that domestic institutions may settle their foreign exchange receipts under capital
accounts (including foreign exchange capital, foreign debts, and repatriated funds raised through
overseas listing) subject to discretionary settlement as explicitly prescribed in the relevant policies
with banks according to their actual operation needs.
On April 28, 2013, the SAFE issued the Administrative Measures on Registration of Foreign
Debt (), which came into effect on May 13, 2013. According to the
Administrative Measures on Registration of Foreign Debt, debtors shall, after borrowing foreign
debts in accordance with the provisions, register or submit contract conclusion, drawing,
repayment, foreign exchange settlement and sale and other information in respect of foreign debts
to the local foreign exchange bureaus in the prescribed manner.
According to the Notice of the State Administration of Foreign Exchange on Relevant Issue
Concerning the Administration of Foreign Exchange for Overseas Listing (׵
) issued by the SAFE on December 26, 2014, the domestic
companies shall register the overseas listing with the foreign exchange bureaus located at their
registered addresses in 15 working days after the completion of the overseas listing and issuance.
The funds raised by the domestic companies through overseas listing may be repatriated to China
or deposited overseas, provided that the intended use of the funds shall be consistent with the
contents of the document and other public disclosure documents.
Dividend Distribution
The principal regulations governing distribution of dividends of foreign-invested enterprises
include the Company Law and the Foreign Investment Law and its Implementing Regulations.
Under these regulations, joint stock limited companies (including foreign-invested enterprises) in
the PRC may pay dividends only out of their accumulated profits, if any, determined in accordance
with the PRC accounting standards and regulations. In addition, companies are required to allocate
at least 10% of their accumulated profits each year, if any, to fund certain reserve funds unless these
reserves have reached 50% of the registered capital of the enterprises.
The SAFE issued the Notice on Further Promoting the Reform of Foreign Exchange
Administration and Improving the Review of Authenticity and Compliance (ආɓӉપආ̮ි
) in January 2017, which stipulates several capital control
measures with respect to outbound remittance of profits from domestic entities to offshore entities,
including the following: (1) under the principle of genuine transaction, banks shall check board
resolutions regarding profit distribution, the original version of tax filing records and audited
financial statements for any remittance of profits of more than (not excluding) USD50,000; and (2)
domestic entities shall hold income to account for previous years’ losses before remitting the
profits. Moreover, domestic entities shall make detailed explanations of sources of capital and
utilization arrangements, and provide board resolutions, contracts and other proof when completing
the registration and outward remittance procedures in connection with an outbound direct
investment.
Regulations on Labor Protection and Social Insurance
General Labor Contracts Rules
According to the Labor Law of the PRC () which was promulgated
by the SCNPC on July 5, 1994, last amended and came into effect on December 29, 2018, the Labor
Contract Law of the PRC () which was promulgated by the SCNPC
on June 29, 2007, last amended on December 28, 2012 and came into effect on July 1, 2013, and
the Implementing Regulations of the Labor Contract Law of the PRC ( ʕശɛ͏΍ձ਷௶ਗΥΝ
ૢԷ) which was promulgated by the PRC State Council on September 18, 2008, a labor
contract in writing is required to establish a labor relationship between an employee and his
employer. Wages may not be lower than the local standards of minimum wages. Employers must
establish their respective system of labor safety and sanitation, implement the rules and standards
issued or imposed by the State from time to time, provide education regarding labor safety and
sanitation to their employees, provide their employees with labor safety and sanitation conditions
and necessary articles of labor protection conforming to the provisions of the State, and provide
regular health examination for employees engaged in work involving occupational hazards.
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Social Security and Housing Provident Fund
According to the Social Insurance Law of the PRC ()
promulgated on October 28, 2010 and last amended with effect from December 29, 2018, employers
in China are required to contribute, on behalf of their employees, to a number of social security
funds, including funds for basic pension insurance, unemployment insurance, maternity insurance,
occupational injury insurance and medical insurance, as well as a housing provident fund and other
welfare plans. These payments are made to local competent administrative authorities, and any
employer who fails to contribute may be ordered to correct the deficit within a stipulated time limit
and be fined if it still fails to contribute after such stipulated time limit has passed.
Pursuant to the Interpretation II of the Supreme People’s Court of Issues Concerning the
Application of Law in the Trial of Labor Dispute Cases (΁ቇ
༆ᙑ(ɚ)) enacted by the Supreme People’s Court on July 31, 2025 and
implemented on September 1, 2025, any agreement between an employer and an employee for the
non-payment of social insurance or any employee undertaking to waive such payment shall be
determined as void by the People’s Court.
Regulations on Overseas Listing
CSRC Filing Requirements for Overseas Offering and Listing
On February 17, 2023, the China Securities Regulatory Commission (the “ CSRC ”) released
the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies () and five supporting guidelines
(together, the “ Trial Filing Measures ”), which came into effect on March 31, 2023. If a domestic
company seeks for overseas securities issuance and listing, the issuer shall file with the CSRC in
accordance with the Trial Filing Measures.
According to the Trial Filing Measures, the issuer shall submit the required filing documents
to the CSRC within three working days after the overseas listing application is submitted to the
relevant overseas regulator or listing venue. Once the filing documents are complete and in
compliance with the stipulated requirements, the CSRC will, within 20 working days, conclude the
review procedure and publish the filing results on the CSRC website. To the extent the filing
documents are incomplete or do not conform to stipulated requirements, the CSRC will, within five
working days upon receipt of filing documents, request supplementation and amendment to the
filing. Then the issuer has 30 days to prepare any requested supplemented/amended filing. In
addition, following the listing in an overseas market, the issuer shall submit a report to the CSRC
within three working days after the occurrence and public disclosure of the following events
involving the issuer: (1) change of control; (2) investigations or sanctions imposed by overseas
regulators; (3) change of listing status or transfer of listing market; and (4) voluntary or involuntary
delisting.
The Trial Filing Measures also stipulate that following cases may be rejected by the CSRC:
(1) offerings and listings are explicitly prohibited by laws and regulations; (2) offerings and listings
may endanger national security as reviewed and determined by competent authorities under the PRC
State Council in accordance with law; (3) domestic companies of the listing applicant or its
controlling shareholder or actual controlling person are involved in criminal offenses in the last
three years, such as corruption, bribery, embezzlement, misappropriation of property, or
undermining the order of the socialist market economy; (4) domestic companies of the listing
applicant are under investigations for suspicion of criminal offenses or are involved in major
violations of laws and regulations and no conclusion of the investigation has yet been made; or (5)
there are material ownership disputes over equity interests held by controlling shareholders or by
shareholders who are controlled by the controlling shareholder or actual controlling person.
Regulations in Relation to the Full Circulation of H-Share
According to the Guidelines for the Application for the Full Circulation Program for Domestic
Unlisted Shares of H-share Listed Companies ( H΅͡ሗ“ஷ”ܸ
ˏ) (the Guidelines for the ‘Full Circulation ’) promulgated by the CSRC on November 14, 2019
and amended on August 10, 2023, full circulation means listing and circulating on the Hong Kong
Stock Exchange of the domestic unlisted shares of an H-share listed company, including unlisted
domestic shares held by domestic shareholders prior to overseas listing, unlisted domestic shares
additionally issued after overseas listing, and unlisted shares held by foreign shareholders.
Shareholders of domestic unlisted shares may determine by themselves through consultation the
amount and proportion of shares, for which an application will be filed for circulation, provided that
the requirements laid down in the relevant laws and regulations and set out in the policies for
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state-owned asset administration, foreign investment and industry regulation are met, and the
corresponding H-share listed company may be entrusted to file with the CSRC for Full Circulation.
After domestic unlisted shares are listed and circulated on the Hong Kong Stock Exchange, they
may not be transferred back to China. Pursuant to Article 18 of the Trial Filing Measures, which
came into effect on March 31, 2023, for a domestic enterprise seeking direct overseas listing,
shareholders holding such enterprise’s domestic unlisted shares who apply for the conversion of its
domestic unlisted shares into overseas listed shares shall comply with the relevant provisions of the
CSRC and entrust such domestic enterprise to file with the CSRC.
On December 31, 2019, China Securities Depository and Clearing Corporation Limited
(“CSDC ”) and Shenzhen Stock Exchange (the “ SZSE ”) jointly announced the Measures for
Implementation of H-share “Full Circulation” Business ( Hٰ“ஷ”) (the
“Measures for Implementation ”). The businesses of cross-border conversion registration,
maintenance of deposit and holding details, transaction entrustment and instruction transmission,
settlement, management of settlement participants, services of nominal holders, etc. in relation to
the H-share “Full Circulation” business, are subject to the Measures for Implementation. Where
there is no provision in the Measures for Implementation, it shall be handled with reference to other
business rules of CSDC and China Securities Depository and Clearing (Hong Kong) Company
Limited and the SZSE.
In order to fully promote the reform of H-share “Full Circulation” and clarify the business
arrangement and procedures for the relevant shares’ registration, custody, settlement and delivery,
the Guide to the Program for “Full Circulation” of H-shares of the Shenzhen Branch of China
Securities Depository and Clearing Corporation Limited (ப΂ʮ̡ଉέʱ
ʮ̡Hٰ“ஷ”) was promulgated by the Shenzhen Branch of CSDC on September
20, 2024 and came into effect on September 23, 2024, which specifies the business preparation,
cross-border transfer registration, overseas depository of shares and initial maintenance of domestic
holding details, etc.
CSRC Requirements on Confidentiality and Archives Administration for Overseas Offering
and Listing
On February 24, 2023, the CSRC, the MOF, the National Administration of State Secrets
Protection and the National Archives Administration jointly released the revised Provisions on
Strengthening the Confidentiality and Archives Administration of Overseas Securities Offering and
Listing by Domestic Companies (၍ଣʈ
) (the “ Archives Administration Provisions ”), which came into effect on March 31,
2023. According to the Archives Administration Provisions, the domestic companies shall establish
and implement a solid confidentiality and archives administration system. If a domestic company
decides to disclose any documents or materials containing state secrets, work secrets of state
authorities or any information that may be detrimental to national security or public interest once
leaked, proper governmental approval procedures should be followed. After obtaining the
governmental clearance, the domestic company disclosing such information, as one party, and the
securities companies and securities services providers receiving such information, as the other
party, shall also enter into non-disclosure agreements, setting forth the confidentiality obligations
of the securities companies and securities services providers. When providing the above
information to the securities companies and securities services providers retained by it, the domestic
companies are also required to issue a written statement outlining its compliance with the relevant
regulatory requirements and procedures.
In terms of providing accounting archives or copies thereof to any other entities or persons
(such as securities companies, securities services providers and overseas regulators), the Archives
Administration Provisions stipulate that relevant governmental procedures should be complied
with. Any violation of the above regulations may subject the domestic companies to regulatory
penalties under the Safeguarding State Secrets Law of the PRC (।੗
) and the Archives Law of the PRC () and even criminal liabilities
to the extent applicable.
U.S. TAXATION ON CITIZENS
U.S. citizens are subject to worldwide taxation under Title 26 of the U.S. Code and must report
both domestic and foreign income annually via tax returns, i.e., IRS Form 1040 and schedules.
Separately, under Title 31 of the U.S. Code, they must report certain foreign financial accounts
through the FBAR (FinCEN Form 114). Failure to comply with the requirements may result in civil
and criminal penalties. However, the Inland Revenue Service, authorized to enforce the tax rules
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and FBAR related rules, has established several voluntary disclosure programs (including the
SFOP) to encourage taxpayers who have had non-willful violations to file tax returns and pay tax
voluntarily in exchange for reduced penalties.
APPROV AL OF INVESTMENT REGULATIONS
According to the Approval of Investment Regulations, direct or indirect investments in the
Chinese mainland made by each Taiwanese individual or Taiwan-incorporated entity through
companies under its control are subject to the approval of the DIR. The Approval of Investment
Regulations also set certain limitations on the amount and business categories of investments that
Taiwanese individuals or Taiwan-incorporated entities may make in the Chinese mainland. Other
than investments in prohibited or conditionally permitted categories, if the total cumulative
investment amount of each Taiwanese individual or Taiwan-incorporated entity in a single Chinese
mainland entity does not exceed US$1 million (the “Original Quota”), these persons can report to
the DIR within six months after the investment was made. If such individual or entity’s cumulative
investment in a single Chinese mainland exceeds US$1 million, they are required to obtain the
DIR’s prior approval before conducting such investment. In addition, Taiwanese individuals are also
restricted by the Annual Investment Quota of US$5 million per year for investments in the Chinese
mainland.
As advised by the Taiwan Legal Advisor, a Taiwanese investor having made an investment in
the PRC without obtaining the requisite approval from the DIR may rectify such non-compliance
by making voluntary notification to the DIR, following which the DIR will generally review the
notification within a three (3)-month period (although the actual duration may vary for each case).
The DIR may conduct substantive review of the investment in the voluntary notification and will
determine whether to object to such investment and/or levy any penalties. Upon clearance of the
voluntary notification by the DIR, the investor will be provided a six (6)-month period for the
submission of a corrective report. As advised by the Taiwan Legal Advisor, while the DIR’s
handling officer retains discretion to review the corrective reports, such filings are generally more
administrative procedures, and the DIR will unlikely object to the investment at the stage of filing
corrective reports.
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OVERVIEW
We are a clinical-stage biopharmaceutical company. We primarily focus on in-house discovery
and development of biopharmaceuticals targeting allergic and autoimmune diseases. Driven by our
proprietary technology platforms and strong R&D capabilities, we have developed a comprehensive
product pipeline for biologic treatments targeting rhinology, dermatology, respiratory, hematology,
nephrology and other autoimmune diseases.
In October 2020, our predecessor, LongBio Pharma (Suzhou) Co., Ltd. (ᔼᖹ(ᘽψ)
ʮ̡) was established in Changshu, Suzhou, the PRC. On August 7, 2025, the Company was
converted from a limited liability company into a joint stock limited company with its name
changed to LongBio Pharma (Suzhou) Co., Ltd. (ᔼᖹ(ᘽψ)ʮ̡).
We have been led by our co-founders, Dr. Liu and Dr. Sun, who have extensive experience in
the biopharmaceutical industry, particularly in antibody drug discovery and development, and a
proven track record in drug development from discovery to commercialization.
Dr. Sun was the primary inventor of a product known as F-627/long-acting granulocyte
colony-stimulating factor (G-CSF) (“ F-627 ”), which was subsequently assigned to Evive
Biotechnology (Shanghai) Ltd. (ᔼᖹක೯(ɪऎ)ʮ̡ (“Evive ”) (formerly known as
Generon (Shanghai) Corporation ( ਄ঐඤᔼᖹҦஔ(ɪऎ)ʮ̡). Evive developed and
subsequently obtained the approval for the sale of F-627. Dr. LIU Heng ( ᄎ㛬) worked at Evive
from 2010 to 2017, participating in the research and development of F-627. Dr. Sun and Dr. Liu
collaborated throughout the development of F-627 and built up mutual trust. Our executive
Director, Mr. Xie Ming, also participated in the development of the F-627 when he was an
ex-employee of Evive and became acquainted with Dr. Sun and Dr. Liu.
Before founding our Company, Dr. Sun and Dr. Liu co-founded Longxing Pharma (Hangzhou)
Co., Ltd. (ᖹุ(ψ)ʮ̡) in 2018. Longxing Pharma (Hangzhou) Co., Ltd. engaged
in the research and development of innovative biopharmaceuticals, and was deregistered in August
2022.
For more details of the experience and qualifications of our co-founders, please see the section
headed “Directors and Senior Management”.
MILESTONES
The following table summarizes various key milestones in our corporate and business
development.
Y ear Milestone
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company was established in Changshu, Suzhou, the PRC.
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Group first commenced research and development on LP-003.
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We completed the Series A Financing.
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We obtained the IND approval from the NMPA for clinical trial of
LP-003 for CSU.
We completed the Series A+ Financing and the Series A++ Financing.
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We obtained the IND approval from the NMPA for clinical trial of
LP-003 for AR.
We obtained the IND approval from the NMPA for clinical trial of
LP-005 for PNH.
We completed the Series B1 Financing.
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We enrolled the first patient for Phase II clinical trial of LP-003 for CSU,
which is designed to be a head-to-head comparison with omalizumab.
We obtained IND approval from the NMPA for clinical trial of LP-003
for allergic asthma.
We enrolled the first patient for Phase III clinical trial of LP-003 for
seasonal AR.
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Y ear Milestone
We enrolled the first patient for Phase II clinical trial of LP-005 for PNH.
We completed the Series B2 Financing.
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We enrolled the first patient for Phase II clinical trial of LP-003 for
allergic asthma.
We completed the Series B3 and the Series C Financing.
Our Company has been converted into a joint stock limited company on
August 7, 2025.
CORPORATE HISTORY
Establishment and Major Shareholding Changes of our Company
Our Company was established in the PRC as a limited company on October 26, 2020 with an
initial registered capital of RMB5 million. At the time of establishment, our Company was owned
by Dr. Liu, Dr. Sun, Ms. Chow, Suzhou Taiwu, Shanghai Anzhuang Business Consulting Service
Center (Limited Partnership) (ਕʕː(Υྫ), “ Shanghai Anzhuang ”) and
Shanghai Y ouxuan Business Consulting Service Center (Limited Partnership) (؂
ਕʕː(Υྫ), “ Shanghai Y ouxuan ”) as to 25.92%, 21.67%, 20.73%, 15.92%, 9.15% and
6.61%, respectively.
Since its establishment, our Company has undertaken a series of share transfers and capital
increases. The major shareholding changes of our Company are set forth below.
1. Share Transfer with Ms. Chow
On June 4, 2021, Ms. Chow entered into a share transfer agreement with each of
Shanghai Rising Suns and Shanghai Anzhuang, pursuant to which Ms. Chow agreed to transfer
7% and 1.89% equity interests in our Company to Shanghai Rising Suns and Shanghai
Anzhuang at the consideration of RMB350,000 and RMB94,500, respectively. Shanghai
Rising Suns is an investment company held by relatives and a friend of Ms. Chow. Shanghai
Anzhuang is an investment company where a longstanding business partner of Ms. Chow held
interests therein. The considerations for the equity transfers were determined based on mutual
agreement of the parties. The consideration with respect to the transfer to Shanghai Rising
Suns was fully settled on June 15, 2021 and the consideration with respect to the transfer to
Shanghai Anzhuang was fully settled on November 7, 2022. Upon completion of the transfers,
our Company was owned by Dr. Liu, Dr. Sun, Suzhou Taiwu, Ms. Chow, Shanghai Anzhuang,
Shanghai Rising Suns and Shanghai Y ouxuan as to 25.92%, 21.67%, 15.92%, 11.84%,
11.04%, 7.00% and 6.61%, respectively.
2. Series A Financing
On December 30, 2020 and June 20, 2021, our Company entered into an investment
agreement and a capital increase agreement with the series A investors and our then existing
shareholders, pursuant to which the series A investors agreed to subscribe the increased
registered capital of RMB1,641,667 of our Company at an aggregate consideration of
RMB98,500,000 (the “ Series A Financing ”). The consideration was determined based on the
then agreed pre-investment valuation of our Company, taking into account the value of our
management team with extensive industry experience and our long-term development
strategies and potential. The respective amount and consideration paid by the subscribers in
the Series A Financing were as follows:–
Subscribers
Registered capital
subscribed for Consideration paid
Approximate
corresponding
equity interests
in our Company
(upon completion
of Series A
Financing)
Shanghai Anzhuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB125,000 RMB7,500,000 10.19%
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Subscribers
Registered capital
subscribed for Consideration paid
Approximate
corresponding
equity interests
in our Company
(upon completion
of Series A
Financing)
Fuhai Ancheng Bohui (Bozhou)
Healthcare Equity Investment
Fund Partnership Enterprise
(Limited Partnership) ( బऎ
τ༐௹ฯ(ψ)ᛆҳ༟
ΥྫΆุ(Υྫ)
(“OFC Bohui Fund ”) /H1118/H1118/H1118/H1118/H1118RMB500,000 RMB30,000,000 7.53%
Shanghai Y ouxuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB133,334 RMB8,000,000 6.98%
Qingdao CSPC Sangel New
Drug Investment Partnership
Enterprise (Limited
Partnership) (ͩᖹ̀ᐘอ
ᖹҳ༟ΥྫΆุ(Υྫ))
(“CSPC Sangel ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB250,000 RMB15,000,000 3.76%
Huzhou Y ongshi Huijin V enture
Capital Partnership
Enterprise (Limited
Partnership) (௴
ุҳ༟ΥྫΆุ(Υྫ))
(formerly known as Huzhou
Y ongshi Huijin Equity
Investment Partnership
(Limited Partnership) ( ಳψ
ᛆҳ༟ΥྫΆุ
(Υྫ))) (“ Y ongshi
Huijin ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB166,667 RMB10,000,000 2.51%
Changshu Southeast Industrial
Investment Co., Ltd. (؇
ʮ̡)
(“Southeast Investment ”) /H1118/H1118 RMB166,667 RMB10,000,000 2.51%
Anhui Anyuan Modern Health
Industry Investment Center
(Limited Partnership) ( τᏏ
τʩତ˾਄ੰପุҳ༟ʕː
(Υྫ)) (“ Anhui
Anyuan ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB133,333 RMB8,000,000 2.01%
Shenzhen Sangel Shunchuang
Biomedical Angel Investment
Partnership Enterprise
(Limited Partnership) ( ଉέ
ᔼᐕ˂Դҳ༟Υ
ྫΆุ(Υྫ)) (“ Sangel
Shunchuang ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB83,333 RMB5,000,000 1.25%
Shenzhen Xinsheng Huachuang
Enterprise Management
Partnership (Limited
Partnership) ( ଉέ̹อ͛ശ௴
Άุ၍ଣΥྫΆุ(Υ
ྫ)) (“ Xinsheng
Huachuang ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB83,333 RMB5,000,000 1.25%
The consideration was fully settled on July 29, 2021.
Upon completion of the Series A Financing, our Company was owned by our Controlling
Shareholders and the series A investors as to approximately 61.99% and 38.01%, respectively.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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3. Equity transfers in September 2021
Shanghai Y ouxuan was a limited partnership established on October 19, 2020, which was
deregistered on June 8, 2023. Immediately before its deregistration, the general partner of
Shanghai Y ouxuan was Shanghai Lingpan Business Consultancy Service Center* ( ɪऎჯᇂਠ
ਕʕː), which was owned by Ms. MAO Lifen. Shanghai Y ouxuan was owned by
Shanghai Lingpan Business Consultancy Service Center* (ਕʕː), Ms.
MAO Lifen and Shanghai Hexu Business Consultancy Service Center* (؂
ਕʕː) as to approximately 67.35%, 28.85% and 3.80% partnership interests.
Shanghai Anzhuang was a limited partnership established on October 19, 2020, which
was deregistered on March 14, 2023. Immediately before its deregistration, the general partner
of Shanghai Anzhuang was Xia Y ueya (˜ԭ), who holds 52.28% of its partnership interests
and was also a limited partner of Huzhou Y ouxing holding approximately 25.15% partnership
interests. None of the limited partners of Shanghai Anzhuang holds 30% or more of its
partnership interests.
For details of Huzhou Y ouxing, please refer to the paragraph headed “Pre-IPO
Investments — (4) Information Relating to Our Pre-IPO Investors” below in this section.
As the investors of Shanghai Y ouxuan and Shanghai Anzhuang wanted to restructure the
fund structure, Shanghai Y ouxuan and Shanghai Anzhuang transferred their then equity
interests in the Company to Huzhou Y ouxing, which served as a newly set up investment
platform to hold the investment in the Company at the considerations of RMB8,330,500 and
RMB8,052,000, respectively. The considerations were determined with reference to the
aggregate investment costs paid by Shanghai Y ouxuan and Shanghai Anzhuang. On September
27, 2021, each of Shanghai Y ouxuan and Shanghai Anzhuang entered into an equity transfer
agreement with Huzhou Y ouxing V enture Capital Partnership Enterprise (Limited Partnership)
(௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Huzhou Y ouxing ”), pursuant to which each of
Shanghai Y ouxuan and Shanghai Anzhuang agreed to transfer all of their then equity interests
in our Company to Huzhou Y ouxing at the consideration of RMB8,330,500 and
RMB8,052,000, respectively. The considerations were determined with reference to the
aggregate investment costs paid by Shanghai Y ouxuan and Shanghai Anzhuang, and
consequently, the interests held in our Company were transferred to Huzhou Y ouxing. The
considerations were fully settled.
Upon completion of the aforesaid equity transfers, our Company was owned by our
Controlling Shareholders, Huzhou Y ouxing and the then other Shareholders as to
approximately 61.99%, 17.18% and 20.83%, respectively.
4. Capital increase in May 2022
On May 23, 2022, our Company entered into a capital increase agreement with Dr. Liu,
Huzhou Y ouxuan V enture Capital Partnership (Limited Partnership) (௴ุҳ༟Υྫ
Άุ(Υྫ)) (“ Huzhou Y ouxuan ”) and our then existing Shareholders, pursuant to which
Dr. Liu and Huzhou Y ouxuan agreed to subscribe the increased registered capital of
RMB146,167 and RMB520,500 at the consideration of RMB8,770,000 and RMB31,230,000,
respectively. The consideration was determined with reference to the valuation of our
Company under Series A financing.
Dr. Liu settled the consideration in April 2025. Huzhou Y ouxuan did not settle the
consideration and subsequently Suzhou Y ouxin V enture Capital Partnership Enterprise
(Limited Partnership) (௴ุҳ༟ΥྫΆุ(Υྫ), “ Suzhou Y ouxin ”) assumed
the capital contribution obligation of Huzhou Y ouxuan and settled the capital contribution to
our Company in April 2025.
Upon completion of the subscription, our Company was owned by our Controlling
Shareholders, Huzhou Y ouxuan and the then other Shareholders as to approximately 58.34%,
7.12% and 34.54%, respectively.
5. Series A+ Financing
On August 10, 2022, our Company entered into a capital increase agreement with
Shanghai Lianrui V enture Capital Partnership (Limited Partnership) ( ɪऎஹቚ௴ุҳ༟Υྫ
Άุ(Υྫ)) (“ Shanghai Lianrui ”), pursuant to which Shanghai Lianrui agreed to
subscribe the increased registered capital of RMB207,069 at the consideration of
RMB17,000,000 (the “ Series A+ Financing ”). The consideration was determined with
reference to the milestones we have achieved in relation to the IND approval for clinical trial
of LP-003 for CSU and our long-term development strategies and potential. The consideration
was fully settled on September 2, 2022.
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Upon completion of the Series A+ Financing, our Company was owned by the
Controlling Shareholders, Shanghai Lianrui and the then other Shareholders as to 56.73%,
2.76% and 40.51%, respectively.
6. Series A++ Financing
On October 20, 2022, our Company entered into a capital increase agreement with
Huzhou Y ongshi Weizhen V enture Capital Investment Partnership Enterprise (Limited
Partnership) ( ಳψ͑ͩਬॆ௴ุҳ༟ΥྫΆุ(Υྫ) (formerly known as Huzhou
Y ongshi Weizhen Equity Investment Partnership (Limited Partnership) (ᛆҳ
༟ΥྫΆุ(Υྫ)) (“ Y ongshi Weizhen ”), pursuant to which Y ongshi Weizhen agreed to
subscribe the increased registered capital of RMB97,603 at the consideration of
RMB10,000,000 (the “ Series A++ Financing ”). The consideration was determined with
reference to the milestone we have achieved in relation to the commencement of first clinical
trial of our Group (i.e. Phase I clinical trial of LP-003) and our long-term development
strategies and potential. The consideration was fully settled on October 19, 2022.
Upon completion of the Series A++ Financing, our Company was owned by the
Controlling Shareholders, Y ongshi Weizhen and the then other Shareholders as to 56.01%,
1.28% and 42.71%, respectively.
7. Series B1 Financing
On October 30, 2023, our Company entered into a capital increase agreement with
certain series B1 investors, pursuant to which the series B1 investors agreed to subscribe the
increased registered capital of RMB616,653 of our Company at an aggregate consideration of
RMB97,200,000.
On November 29, 2023, our Company entered into a capital increase agreement with
Hefei Hongta Industrial Investment Partnership (Limited Partnership) (̾᧎ପุҳ༟Υ
ྫΆุ(Υྫ), “ Hefei Hongta ”), pursuant to which Hefei Hongta agreed to subscribe the
increased registered capital of RMB95,163 of our Company at the consideration of
RMB15,000,000.
The consideration of the aforesaid subscription by series B1 investors (the “ Series B1
Financing ”) was determined based on the then pre-investment valuation of our Company,
taking into account the milestones we have achieved including the IND approval for clinical
trial of LP-003 for AR and our long-term development strategies and potential.
The respective amount and consideration paid by the subscribers in the Series B1
Financing were as follows:–
Subscribers
Registered capital
subscribed for Consideration paid
Approximate
corresponding
equity interests
in our Company
(upon completion
of Series B1
Financing)
Huzhou Y oucheng V enture
Capital Partnership
Enterprise (Limited
Partnership ( ಳψʾϓ௴ุҳ
༟ΥྫΆุ(Υྫ),
“Huzhou Y oucheng ”) /H1118/H1118/H1118/H1118/H1118RMB236,003 RMB37,200,000 2.83%
China SME
Development Fund
(Chengdu) Jiaozi V enture
Capital Investment
Partnership Enterprise
(Limited Partnership) ( ʕʃ
ږ(ϓே)ʹɿ௴ุ
ҳ༟ΥྫΆุ(Υྫ),
“OFC Jiaozi Fund ”)/H1118/H1118/H1118/H1118/H1118/H1118RMB190,325 RMB30,000,000 2.29%
Shanxi Securities Alternative
Investment Ltd ( ʆᗇ௴อҳ
ʮ̡,“ Shanxi
Securities Alternative
Investment ”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB126,883 RMB20,000,000 1.52%
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Subscribers
Registered capital
subscribed for Consideration paid
Approximate
corresponding
equity interests
in our Company
(upon completion
of Series B1
Financing)
Hefei Hongta /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB95,163 RMB15,000,000 1.14%
Changshu Wuyue Angel
V enture Capital Partnership
Enterprise (Limited
Partnership) ( ੬ᆞю൳˂Դ௴
ุҳ༟ΥྫΆุ(Υྫ))
(“Changshu Wuyue
Angel ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB63,442 RMB10,000,000 0.76%
The consideration was fully settled on December 7, 2023.
Upon completion of the Series B1 Financing, our Company was owned by the
Controlling Shareholders, series B1 investors and the then other Shareholders as to 51.22%,
8.55% and 40.23%, respectively.
8. Series B2 Financing
On September 18, 2024, our Group entered into a capital increase agreement with series
B2 investors and the then Shareholders, pursuant to which the series B2 investors agreed to
subscribe the increased registered capital of RMB332,993 of our Company at an aggregate
consideration of RMB60,000,000 (the “ Series B2 Financing ”). The consideration was
determined with reference to the milestones we have achieved, such as the enrollment of the
first patient for Phase III clinical trial of LP-003 for seasonal AR and our long-term
development strategies and potential. The respective amount and consideration paid by the
subscribers in the Series B2 Financing were as follows:–
Subscribers
Registered capital
subscribed for Consideration paid
Approximate
corresponding
equity interests
in our Company
(upon completion
of Series B2
Financing)
QM282 Limited (“ QM282 ”) /H1118/H1118 RMB166,496 RMB30,000,000 1.92%
PharMab /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB110,998 RMB20,000,000 1.28%
Hangzhou Qiming Rongjing
Equity Investment
Partnership Enterprise
(Limited Partnership) (ψ
ᛆҳ༟ΥྫΆุ
(Υྫ)) (“ Qiming
Rongjing ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB33,299 RMB6,000,000 0.38%
Suzhou Qiming Rongqian
Equity Investment
Partnership (Limited
Partnership Enterprise) ( ᘽψ
ᛆҳ༟ΥྫΆุ
(Υྫ)) (“ Qiming
Rongqian ”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB22,200 RMB4,000,000 0.26%
The consideration was fully settled on December 31, 2024.
Upon completion of the Series B2 Financing, our Company was owned by the
Controlling Shareholders (including PharMab), other series B2 investors and the then other
Shareholders as to 50.53%, 2.56% and 46.91%, respectively.
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9. Equity transfer in April 2025
On December 20, 2024, Huzhou Y oucheng (as the transferor) and Y ongshi Weizhen (as
the transferee) entered into an equity transfer agreement, pursuant to which Huzhou Y oucheng
agreed to transfer certain of its then equity interests in our Company to Y ongshi Weizhen at
the consideration of RMB15,000,000. The consideration was determined taking into account
that certain investors of Huzhou Y oucheng made investment in Y ongshi Weizhen, and
consequently, procured the transfer of interests held by Huzhou Y oucheng in our Company to
Y ongshi Weizhen. The consideration was fully settled on April 1, 2025.
On the same date, Huzhou Y ouxuan (as the transferor) and Suzhou Y ouxin (as the
transferee) entered into an equity transfer agreement, pursuant to which Huzhou Y ouxuan
agreed to transfer all of its then equity interests in our Company to Suzhou Y ouxin, which
assumed the capital contribution obligation of Huzhou Y ouxuan and fully settled such capital
contribution to our Company in April 2025.
On the same date, Dr. Liu (as the transferor) and Changshu Sanyi No. 1 V enture Capital
Partnership Enterprise (Limited Partnership) (ఠ໮௴ุҳ༟ΥྫΆุ(Υྫ))
(“Changshu Sanyi ”) (as the transferee) entered into an equity transfer agreement, pursuant to
which Dr. Liu agreed to transfer the registered capital in the amount of RMB69,670 to
Changshu Sanyi at the consideration of RMB12,553,420. The consideration was determined
based on the valuation of our Company at Series B2 Financing. The consideration was fully
settled on March 27, 2025.
Upon completion of the aforesaid equity transfers and the Series B3 Financing shown
below in April 2025, our Company was owned by our Controlling Shareholders, Y ongshi
Weizhen, Changshu Sanyi and the then other Shareholders as to approximately 49.26%,
2.79%, 0.80% and 47.15%, respectively.
10. Series B3 Financing
On December 20, 2024, our Company entered into a capital increase agreement with
series B3 investors and the then Shareholders, pursuant to which the series B3 investors
agreed to subscribe the increased registered capital of RMB81,485 of our Company at an
aggregate consideration of RMB16,000,000 (the “ Series B3 Financing ”). The consideration
was determined with reference to the milestones we have achieved such as the enrollment of
the first patient in LP-005 Phase II clinical trial for PNH and our long-term development
strategies and potential. The respective amount and consideration paid by the subscribers in
the Series B3 Financing were as follows:–
Subscribers
Registered capital
subscribed for Consideration paid
Approximate
corresponding
equity interests in
our Company
(upon completion
of Series B3
Financing)
Y ongshi Weizhen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB50,928 RMB10,000,000 2.79%
Shanghai Lianrui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB30,557 RMB6,000,000 2.72%
The consideration was fully settled on March 26, 2025.
Upon completion of the Series B3 Financing, our Company was owned by the
Controlling Shareholders, series B3 investors and the then other Shareholders as to 49.26%,
5.51% and 45.23%, respectively.
11. Equity transfer in April 2025
Shanghai Lianrui is a limited partnership established on January 8, 2016. The general
partner of Shanghai Lianrui is Shanghai Tongrui, which is owned by Ms. Mao Lifen as to 51%
and Ms. Shen Ting as to 49%. Shanghai Lianrui is owned by Shanghai Tongrui as to
approximately 1.00% partnership interests. It has ten individual limited partners, among
which, Xia Y ueya (˜ԭ) holds 19.99% of its partnership interests. There is no limited
partner holding 30% or more of the partnership interests in Shanghai Lianrui.
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Suzhou Lianrui V enture Capital Partnership Enterprise (Limited Partnership) ( ᘽψஹቚ
௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Suzhou Lianrui ”) is a limited partnership established on
November 28, 2024. The general partner of Suzhou Lianrui is Shanghai Tongrui, which is
owned by Ms. Mao Lifen as to 51% and Ms. Shen Ting as to 49%. Suzhou Lianrui is owned
by Shanghai Tongrui as to approximately 1.00% partnership interests. It has ten individual
limited partners, among which, Xia Y ueya (˜ԭ) holds 19.99% of its partnership interests.
There is no limited partner holding 30% or more of the partnership interests in Suzhou
Lianrui.
On April 7, 2025, Shanghai Lianrui (as the transferor) and Suzhou Lianrui (as the
transferee) entered into an equity transfer agreement, pursuant to which Shanghai Lianrui
agreed to transfer all of its then equity interests in our Company to Suzhou Lianrui at the
consideration of RMB23,000,000. The consideration was determined with reference to the
aggregate investment cost of Shanghai Lianrui, taking into account that Shanghai Lianrui and
Suzhou Lianrui were under common control. The consideration was fully settled on April 15,
2025. Upon completion of the aforesaid equity transfer together with the Series C Financing
in May 2025, our Company was owned by Suzhou Lianrui as to approximately 2.74%.
12. Series C Financing
On May 19, 2025, our Company entered into a capital increase agreement with certain
series C investors and the then Shareholders, pursuant to which the series C investors agreed
to subscribe the increased registered capital of RMB1,008,904 of our Company at an
aggregate consideration of RMB207,800,000 (the “ Series C Financing ”). The consideration
was determined with reference to the milestones we have achieved such as the enrollment of
the first patient for Phase II clinical trial of LP-003 for allergic asthma and our long-term
development strategies and potential. The respective amount and consideration paid by the
subscribers in the Series C Financing were as follows:–
Subscribers
Registered capital
subscribed for Consideration paid
Approximate
corresponding
equity interests
in our Company
(upon completion
of Series C
Financing)
HLC VGC Partners HK II
Limited (“ HLC”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB209,743 RMB43,200,000 2.15%
Qingdao Hongyi Investment
Partnership (Limited
Partnership) (̾⥙ҳ༟Υ
ྫΆุ(Υྫ))
(“Qingdao Hongyi ”) /H1118/H1118/H1118/H1118/H1118/H1118RMB178,670 RMB36,800,000 1.83%
Shanghai Lingang Pioneer
Innovation Private Equity
Investment Fund Partnership,
L.P . (ӷ෍
ΥྫΆุ(Υ
ྫ)) (“ Lingang Lanwan
Fund II ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB169,931 RMB35,000,000 1.74%
QM282 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB145,655 RMB30,000,000 3.20%
Hangzhou Beicheng V enture
Capital Partnership (Limited
Partnership Enterprise) (ψ
Ԏዐ௴ุҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“ Hangzhou
Beicheng ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB121,379 RMB25,000,000 1.25%
Changshu Sanyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB48,552 RMB10,000,000 1.21%
Qiming Rongjing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB29,131 RMB6,000,000 0.64%
Hainan Renze Zhenji V enture
Capital Fund Partnership
Enterprise (Limited
Partnership) (ʠዣॆ੔௴
ΥྫΆุ(Υ
ྫ)) (“ Hainan Renze ”) /H1118/H1118/H1118/H1118RMB29,131 RMB6,000,000 0.30%
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Subscribers
Registered capital
subscribed for Consideration paid
Approximate
corresponding
equity interests
in our Company
(upon completion
of Series C
Financing)
Shanxi Securities Alternative
Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB28,160 RMB5,800,000 1.59%
Qiming Rongqian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB19,421 RMB4,000,000 0.43%
Suzhou Lianrui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB29,131 RMB6,000,000 2.74%
The consideration was fully settled on May 30, 2025.
Upon completion of the aforesaid Series C Financing in May 2025, our Company was
owned by our Controlling Shareholders, the series C investors (including Suzhou Lianrui) and
the then other Shareholders as to approximately 44.16%, 17.08% and 38.76%, respectively.
13. Conversion of Our Company into a Joint Stock Limited Company in August 2025
On July 15, 2025, the then Shareholders resolved to, among others, convert our
Company from a limited liability company into a joint stock limited company, and change the
name of our Company to LongBio Pharma (Suzhou) Co., Ltd. (ᔼᖹ(ᘽψ)ࠢ
ʮ̡). Pursuant to a promoters’ agreement dated July 15, 2025 entered into by all the then
Shareholders, all promoters approved the conversion of the audited net assets of our Company
as of May 31, 2025 into 60,000,000 Shares with a nominal value of RMB1.0 each, with the
excess of the net assets credited as capital reserves of our Company. The completion of the
conversion took place on August 7, 2025.
OUR SUBSIDIARIES
As of the Latest Practicable Date, we had two subsidiaries, details of which are as follows:
Subsidiaries
Date of
establishment
Registered
capital
Principal business
activities
Percentage of
ownership of our
Company as
of the Latest
Practicable Date
Shanghai Longyan
Biotechnology Co., Ltd.
(Ҧ(ɪऎ)ࠢ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
January 4, 2021 RMB5 million Research and
development of
biopharmaceuticals
100%
Hangzhou Lingcheng
Biotechnology Co., Ltd.
(ʮ
̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
June 11, 2025 RMB20 million No substantive
business activities
100%
We deregistered one subsidiary, namely LongBio Biotechnology (Changshu) Co., Ltd. ( ˂ԕ
Ҧ(੬ᆞ)ʮ̡)( “ LongBio Changshu ”), during the Track Record Period. LongBio
Changshu was established on December 2, 2020 as a wholly owned subsidiary of our Company with
the objective to engage in the principal activity of manufacturing drugs developed by our Company.
Pursuant to a capital increase agreement (the “ Capital Increase Agreement ”) entered into in
February 2021, Southeast Investment agreed to subscribe for equity interests in LongBio Changshu
at an aggregate subscription price of RMB40 million by two tranches of RMB20 million each,
subject to certain conditions precedent for each tranche and redemption rights of Southeast
Investment. The conditions precedent for the first tranche investment included, among others,
injection of funds from other investors.
Following discussions between the parties to expedite the completion of the first tranche
investments, in December 2021, the parties entered into a supplemental agreement to amend and
vary the conditions precedent for the subscription, among which, the conditions for the first tranche
investment have been changed to LongBio Changshu obtaining letters of intent for Series A+
investments and the completion of the necessary approval procedures for the subscription.
Following the fulfillment of conditions for the first tranche investment, in December 2021,
Southeast Investment became a shareholder of LongBio Changshu with a capital injection of
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RMB20 million (i.e. the first tranche), and LongBio Changshu was owned by our Company and
Southeast Investment as to approximately 69.23% and 30.77%, respectively. Southeast Investment
did not carry out the second tranche investment as the conditions precedents for the second tranche
investment had not been fulfilled. In June 2024, the parties entered into a further supplemental
agreement to extend the deadline for the redemption.
In March 2025, the parties entered into a transfer agreement, pursuant to which our Company
agreed to acquire all the Southeast Investment’s equity interest in LongBio Changshu at a
consideration of RMB23,990,000, with reference to the appraised equity value of LongBio
Changshu conducted by an independent valuer as well as the provisions regarding the repurchase
price in the Capital Increase Agreement. The consideration was fully settled in April 2025. Such
acquisition was completed and LongBio Changshu became wholly owned by our Company in May
2025. The abovementioned agreements in relation to LongBio Changshu were entered into based on
arm’s length discussions.
Due to the change of industry characteristics, specifically considering the cost advantage
offered by CDMO partners, our Company was of the view that the original business objective of
LongBio Changshu has diminished in light of the change of our Group’s industry characteristics,
specifically considering the cost advantage offered by CDMO partners. Since its incorporation and
up to the deregistration, LongBio Changshu had not performed any actual manufacturing activity.
Due to the industry development, it had gradually become clear that the manufacture of drugs could
be conducted more cost-efficiently by engaging CDMO partners. The Company as a result decided
to deregister LongBio Changshu and redeploy its capital for our research and development
activities. LongBio Changshu was deregistered on May 29, 2025. Prior to its deregistration,
LongBio Changshu was not subject to any material non-compliance.
Save as disclosed above, all subsidiaries have been wholly owned by our Company since their
respective establishment.
PRC LEGAL ADVISOR’S CONFIRMATION
As advised by our PRC Legal Advisor, the increases of registered capital and share transfers
in respect of our Company and our subsidiary as described herein had been completed and
registered with the competent local branches of the State Administration for Market Regulation of
the PRC.
EMPLOYEE INCENTIVE PLATFORM
In recognition of the contributions of our employees, Suzhou Taiwu was established as a
limited partnership in the PRC on August 12, 2020 as our employee incentive platform. Dr. Liu is
the general partner of Suzhou Taiwu, holding approximately 67.05% of partnership interest therein
and is responsible for the management of Suzhou Taiwu. As of the Latest Practicable Date, Suzhou
Taiwu had 15 limited partners, including one Director (also being our senior management), namely
Mr. Xie Ming, who held approximately 3.00% of partnership interest therein, and 14 other existing
employees of our Group, each an Independent Third Party holding less than 30% of partnership
interest therein. As at the Latest Practicable Date, Suzhou Taiwu directly held approximately 8.17%
equity interests in our Company.
ACTING IN CONCERT AGREEMENT
Pursuant to an acting-in-concert agreement dated August 23, 2023 (the “ AIC Agreement ”),
entered into by and amongst Dr. Liu, Dr. Sun, Ms. Chow, Suzhou Taiwu and Shanghai Rising Suns
(together, the “ Concert Parties ”), the Concert Parties agreed, among others, to maintain the concert
party relationship as and when they are our Shareholders and act in concert with Dr. Liu on matters
relating to the material operation of our Company during the term of the AIC Agreement, which
shall be effective from the date of the AIC Agreement until five years after the date of the initial
public offering of our Shares on any stock exchange in China and shall be automatically renewed
for another five years unless terminated by the Concert Parties in accordance with the AIC
Agreement.
For details of the AIC Agreement and the shareholding of our Controlling Shareholders, see
“Relationship with Our Controlling Shareholders — Our Controlling Shareholders” and
“Substantial Shareholders.”
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PHARMAB EQUITY TRANSFER
In November 2024, PharMab became our Shareholder in the Series B2 Financing. Before
October 2025, Dr. Sun and Ms. Chow had together constituted the largest shareholder holding
44.5% registered share capital in PharMab and occupied two out of three board seats in PharMab.
In October 2025, Lee-Hwei King SUN (ᅆ), who held 16% of the equity interest of PharMab,
disposed of her equity interest in PharMab as to 4.8% to Dr. Sun and 11.2% to Ms. Chow
(“PharMab Equity Transfer ”) and ceased to be interested in our Group to simplify her financial
portfolio and in light of her health conditions. In respect of the filing with the DIR for the PharMab
Equity Transfer, please refer to “Relationship with our Controlling Shareholders — Non-
Compliance Incidents Concerning Our Controlling Shareholders — Taiwan Investment Incidents —
2. PharMab Equity Transfer”.
Details of the PharMab Equity Transfer are set out below:
Transferees Dr. Sun Ms. Chow
Date of agreement /H1118/H1118/H1118/H1118/H1118/H1118/H1118September 25, 2025 September 25, 2025
Shareholding in PharMab
transferred /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
4.8% 11.2%
Amount of consideration
paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
USD294,000 USD686,000
Subscribed share capital of
the relevant shares in
PharMab transferred /H1118/H1118/H1118/H1118
USD91,200 USD212,800
Date of full payment of
consideration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
September 26, 2025 September 26, 2025
Basis of determination of
consideration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The consideration was
determined after arm’s
length negotiations
between the parties,
taking into account the
subscribed share capital
and the net asset value of
PharMab based on its
then latest available
financial statements.
The consideration was
determined after arm’s
length negotiations
between the parties,
taking into account the
subscribed share capital
and the net asset value of
PharMab based on its
then latest available
financial statements.
Any special rights granted
to the transferee /H1118/H1118/H1118/H1118/H1118/H1118/H1118
No No
After the said transfer, Dr. Sun and Ms. Chow together constitute the largest shareholder
holding 60.5% registered share capital in PharMab as at the Latest Practicable Date, and occupy two
out of three board seats in PharMab. Given their control over both the board meeting and the
shareholders’ meeting, Dr. Sun and Ms. Chow have control over all the voting rights attached to the
Shares of our Company held by PharMab. Pursuant to the AIC Agreement, Dr. Sun and Ms. Chow
shall procure PharMab to act in concert with Dr. Liu at the Shareholders’ meeting of our Company
on matters relating to the material operation of our Company. PharMab is therefore regarded as a
party acting-in-concert with the Concert Parties.
PRE-IPO INVESTMENTS
Our Company obtained several rounds of Pre-IPO Investments. For details, see “— Corporate
History — Establishment and Major Shareholding Changes of Our Company” above and the table
below.
(1) Principal Terms of the Pre-IPO Investments
Series A
Financing
Series A+
Financing
Series A++
Financing
Series B1
Financing
Series B2
Financing
Series B3
Financing
Series C
Financing (4)
Date of agreement /H1118/H1118/H1118/H1118December 30,
2020 and
June 20,
2021
August 10,
2022
October 20,
2022
October 30,
2023 and
November
29, 2023
September 18,
2024
December 20,
2024
May 19, 2025
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 140 ---
Series A
Financing
Series A+
Financing
Series A++
Financing
Series B1
Financing
Series B2
Financing
Series B3
Financing
Series C
Financing (4)
Date on which the
consideration was fully
settled /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
July 29, 2021 September 2,
2022
October 20,
2022
December 7,
2023
December 31,
2024
March 26,
2025
May 30, 2025
Cost per Share
(approximation)
(1) /H1118/H1118/H1118
RMB5.31 RMB8.23 RMB10.40 RMB17.50 RMB20.80 RMB22.88 RMB26.77
Amount of registered
capital subscribed for /H1118
RMB1,641,667 RMB207,069 RMB97,603 RMB711,816 RMB332,993 RMB81,485 RMB1,008,904
Funds raised by our
Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB98.5
million
RMB17
million
RMB10
million
RMB112.2
million
RMB60
million
RMB16
million
RMB207.8
million
Post-money valuation of
our Company (2) /H1118/H1118/H1118/H1118/H1118
RMB398.5
million
RMB617
million
RMB780
million
RMB1,312.2
million
RMB1,560
million
RMB1,716
million
RMB2,007.8
million
Discount to the
Offer Price (3) /H1118/H1118/H1118/H1118/H1118
93.6% 90.1% 87.5% 78.9% 75.0% 72.5% 67.8%
U s eo fp r o c e e d s/H1118/H1118/H1118/H1118/H1118/H1118We utilized the proceeds to finance our research and development activities and the daily operation of our
Group. As of the Latest Practicable Date, 82.3% of the proceeds from the Pre-IPO Investments had been
utilized.
Lock-up period /H1118/H1118/H1118/H1118/H1118/H1118Pursuant to the applicable PRC law, within the 12 months following the Listing Date, Shares issued by our
Company prior to the Global Offering (including those held by the Pre-IPO Investors at the time of the
Global Offering) are restricted from trading.
Strategic benefits /H1118/H1118/H1118/H1118/H1118At the time of the Pre-IPO Investments, our Directors were of the view that our Company would benefit from
the additional capital provided by the Pre-IPO Investors and their knowledge and experience.
Notes:
(1) The cost per Share was calculated based on the post-money valuation of our Company for each of the Pre-IPO
investment and number of Shares immediately following the completion of the Global Offering (assuming the
Over-allotment Option is not exercised).
(2) The primary reasons for the increase in the valuation of our Company are set forth as below:
(a) the increase in the valuation of our Company from Series A Financing to Series A+ Financing was
primarily due to the submission of IND application for LP-003 to the NMPA and thereafter obtained in
March 2022.
(b) the increase in the valuation of our Company from Series A+ Financing to Series A++ Financing was
primarily due to the commencement of first clinical trial of our Group (i.e. Phase I clinical trial of
LP-003).
(c) the increase in the valuation of our Company from Series A++ Financing to Series B1 Financing was
primarily due to (i) the obtaining of IND approval of LP-003 for AR in March 2023; (ii) the obtaining
of IND approval of LP-005 for PNH in June 2023; and (iii) the enrollment of the first patient in LP-003
Phase II clinical trial for seasonal AR in July 2023.
(d) the increase in the valuation of our Company from Series B1 Financing to Series B2 Financing was
primarily due to (i) the enrollment of the first healthy subject in Phase I dose-escalation clinical trial
for LP-005 in November 2023; (ii) the enrollment of first patient of LP-003 Phase II clinical trial for
CSU in January 2024; (iii) the obtaining of IND approval of LP-003 for allergic asthma in February
2024; (iv) the completion of Phase I dose-escalation trial for LP-003 in March 2024; (v) the obtaining
of IND approval of LP-005 for complement-mediated kidney diseases in March 2024; (vi) the obtaining
of IND approval of LP-005 for MAG-PN and ALS in March 2024; (vii) the enrollment of first patient
of LP-003 Phase III clinical trial for seasonal AR in July 2024; (viii) the completion of Phase I clinical
trial of LP-005 in August 2024.
(e) the increase in the valuation of our Company from Series B2 Financing to Series B3 Financing was
primarily due to the enrollment of the first patient in LP-005 Phase II clinical trial for PNH in
November 2024.
(f) the increase in the valuation of our Company from Series B3 Financing to Series C Financing was
primarily due to the enrollment of the first patient in LP-003 Phase II clinical trial for allergic asthma
in January 2025.
(3) The discount is based on the offer price of HK$96.06 per H Share and the indicative exchange rate of
HK$1=RMB0.8741.
(4) The price determination for Series C Financing was carried out in January 2025 since the term sheet of Series
C Financing, including the pricing terms, was negotiated and finalised by January 2025. Since late 2024, our
Group has achieved material product milestones, including (i) the release of interim analysis of CSU (Chronic
Spontaneous Urticaria) Phase II data for LP-003 at the 2025 American Academy of Allergy, Asthma &
Immunology annual meeting (AAAAI 2025) in March 2025; (ii) the entering into Phase III clinical trial of the
seasonal AR indication of LP-003, which has enrolled over 250 subjects by the date of A1 submission; and (iii)
the initiation of phase II clinical trial for allergic asthma in January 2025 and the phase II data readout for PNH
in June 2025.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 141 ---
(2) Rights of the Pre-IPO Investors
The Pre-IPO Investors were granted certain customary rights, including but not limited to
redemption right, special deliberation mechanism and veto right over major matters of the
shareholders’ meeting and the board of directors, right of first refusal, anti-dilution right,
liquidation preference and drag-along right.
(i) Redemption right granted by our Company
Pursuant to the Shareholders’ agreement entered into between all the then Shareholders on
May 19, 2025, the redemption right involving our Group as the obligor shall cease to be effective
and become void from May 30, 2025, which was the day before the reference date for joint stock
limited company conversion, and such redemption right will not be reinstated. For details of the
relevant redemption liabilities on equity shares, please refer to note 22 to the Accountants’ Report
in Appendix I to this prospectus.
(ii) Redemption right granted by Dr. Liu
Under the said agreement, the redemption right involving Dr. Liu as the obligor shall cease
to be effective from the day before the listing application is submitted to the Stock Exchange, and
the redemption right involving Dr. Liu as the obligor shall automatically be reinstated in the event
that (i) our Company fails to complete listing within 24 months after our Company has completed
the registration with the competent market supervision and administration bureau for the conversion
of our Company into a joint stock limited company (or such other date as agreed in writing by all
parties for extension before expiration of the aforesaid date); (ii) our listing application is rejected,
vetoed or not approved by the relevant regulatory authorities, or (iii) our Company voluntarily
withdraws its listing application; and other special rights will be terminated upon Listing. There is
no guarantee or any side agreement by our Company in respect of the redemption rights involving
Dr. Liu as the obligor and therefore no liability regarding such rights has been recorded in the
financial statements of our Company. For details of the relevant related parties, please refer to note
29(e) to the Accountants’ Report in Appendix I to this prospectus.
(3) Sole Sponsor’s Confirmation
On the basis that (i) the consideration for the Pre-IPO Investments were irrevocably settled
more than 28 clear days before the date of first submission of the Listing application to the Stock
Exchange; and (ii) the special rights granted to the Pre-IPO Investors had been suspended or
terminated prior to the submission of the application for the Listing and/or will be terminated upon
completion of the Listing, the Sole Sponsor confirms that the Pre-IPO Investments are in
compliance with Chapter 4.2 of the Guide for New Listing Applicants issued by the Stock
Exchange.
(4) Information Relating to Our Pre-IPO Investors
Among our Pre-IPO Investors, Oriental Fortune Capital is a Sophisticated Investor who has
made meaningful investment in our Company in accordance with Chapter 2.3 of the Guide for New
Listing Applicants issued by the Stock Exchange. The background information on our existing
Pre-IPO Investors is set out below. To the best knowledge of our Directors, save as disclosed in the
paragraph “1. Huzhou Y ouxing, Suzhou Lianrui, Huzhou Y oucheng and Suzhou Y ouxin” in this
section, each of the Pre-IPO Investors and their respective general/executive partner and fund
manager (as applicable) and ultimate beneficial owners is an Independent Third Party.
1. Huzhou Y ouxing, Suzhou Lianrui, Huzhou Y oucheng and Suzhou Y ouxin
Each of Huzhou Y ouxing, Suzhou Lianrui, Huzhou Y oucheng and Suzhou Y ouxin is a limited
partnership established in the PRC, and the executive partner and fund manager of which is
Shanghai Tongrui. Shanghai Tongrui is a limited liability company established in the PRC and is
owned by MAO Lifen (ځand SHEN Ting ( ӏ͓) as to 51% and 49%, respectively. Each of
Shanghai Tongrui, MAO Lifen and SHEN Ting is our substantial Shareholder and a connected
person of our Company. Ms. Mao was a director of Longxing Pharma (Hangzhou) Co., Ltd. ( ᎲБ
ᖹุ(ψ)ʮ̡) and Longxing Pharma (Suzhou) Co., Ltd. (ᔼᖹ(ᘽψ)ʮ
̡), of which Dr. Liu and Dr. Sun also served as their directors.
Huzhou Y ouxing is owned by Shanghai Tongrui as to approximately 1.00% partnership
interests. It has nine individual limited partners, among which, MAO Lifen holds 20% of its
partnership interests. There is no limited partner holding 30% or more of the partnership interests
in Huzhou Y ouxing.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 142 ---
Suzhou Lianrui is owned by Shanghai Tongrui as to approximately 1.00% partnership
interests, and it has ten individual limited partners. There is no limited partner holding 30% or more
of its partnership interests in Suzhou Lianrui.
Suzhou Y ouxin is owned by Shanghai Tongrui as to approximately 0.16% partnership
interests. It has nine individual limited partners, among which, MAO Lifen and SHEN Ting hold
52.38% and 8.00% of its partnership interests, respectively, while each of the other limited partners
holds less than 30% of the partnership interest.
Huzhou Y oucheng is owned by Shanghai Tongrui as to approximately 0.90% partnership
interests, and it has ten individual limited partners. There is no limited partner holding 30% or more
of the partnership interests in Huzhou Y oucheng.
2. Oriental Fortune Capital
OFC Bohui Fund and OFC Jiaozi Fund, both of which are limited partnerships established in
the PRC, are venture capital investment funds whose investment and asset management affairs are
managed and controlled by its respective fund managers, being Oriental Fortune (Wuhu) Equity
Investment Fund Management Enterprise (Limited Partnership) (˙బऎ(ጾಳ)၍ଣ
Άุ(Υྫ)) (“ OFC Wuhu ”) and Shenzhen Oriental Fortune V enture Capital Investment
Management Co., Ltd. (ʮ̡)( “OFC VC Investment ”). Each of
OFC VC Investment and OFC Wuhu is a direct or indirect wholly owned subsidiary of Shenzhen
Oriental Fortune Capital Investment Management Co., Ltd. (ʮ
̡)( “ Oriental Fortune Capital ”). OFC Wuhu is owned by Oriental Fortune Capital and OFC VC
Investment as to 95% and 5%, respectively, and OFC VC Investment is in turn wholly owned by
Oriental Fortune Capital.
OFC Bohui Fund is a limited partnership established in the PRC and the general partner of
which is Anhui Fucheng Bohui Healthcare Industry Investment Management Co., Ltd. ( τᏏబ༐௹
ʮ̡)( “ Fucheng Bohui ”) holding approximately 3.97% partnership
interests in OFC Bohui Fund. Fucheng Bohui is owned by OFC Wuhu and Anhui Ancheng Capital
Co., Ltd. (ʮ̡,“ Ancheng Capital ”) as to 80% and 20%, respectively. Ancheng
Capital is indirectly wholly-owned by Bozhou Municipal Finance Bureau (State-owned Assets
Supervision and Administration Commission of Bozhou Municipal) (҅(਷
ึ)). As of the Latest Practicable Date, OFC Bohui Fund has four limited
partners, namely Anhui Ancheng Chinese Medicine Healthcare Industry Development Fund Co.,
Ltd. (ʮ̡)( “ Ancheng Chinese Medicine ”, a wholly-
owned subsidiary of Ancheng Capital), Oriental Fortune Capital, Hefei Hongta and Hangzhou
Xiaoshan Sci-Tech City Equity Investment Fund Partnership (Limited Partnership) (Ҧ
Υྫ), and is owned by them as to 48.41%, 27.78%, 11.90% and
7.94% partnership interests, respectively.
OFC Jiaozi Fund is a limited partnership established in the PRC, and the general partner and
fund manager of which is OFC VC Investment owning 1.00% in the OFC Jiaozi Fund. As of the
Latest Practicable Date, OFC Jiaozi Fund has 15 limited partners and is owned by China SME
Development Fund Co., Ltd. (ʮ̡), Oriental Fortune Capital and
Shanxi Securities Alternative Investment as to approximately 30.00%, 11.4% and 2.00% of its
partnership interests, respectively. China SME Development Fund Co., Ltd. is owned by Ministry
of Finance, the PRC as to approximately 42.66%.
Founded in 2006, Oriental Fortune Capital is a limited liability company established in the
PRC and a reputable venture capital institutional fund manager with a focus on small and medium
sized growth-oriented companies. From its establishment and until March 31, 2025, Oriental
Fortune Capital, through its controlled entities, has established and managed an aggregate of over
60 funds with the assets under management of RMB28.8 billion as of March 31, 2025. As of
December 31, 2024, the assets under management of OFC Wuhu and OFC VC Investment were
approximately RMB3.7 billion and RMB10.6 billion, respectively. Set forth below are certain
past/current healthcare and medical portfolio companies of Oriental Fortune Capital (including the
investment funds and/or entities controlled by it) that have been successfully listed on various stock
exchanges:
 Zhejiang Wolwo Bio-Pharmaceutical Co., Ltd. (ʮ̡), the
shares of which are currently listed on the Shenzhen Stock Exchange (stock code:
300357);
 Nanjing King-Friend Biochemical Pharmaceutical Co., Ltd. (΅Ϟ
ʮ̡), the shares of which are currently listed on the Shanghai Stock Exchange (stock
code: 603707);
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 143 ---
 Beijing Health Guard Biotechnology Inc. (ʮ̡), the
shares of which are currently listed on the Beijing Stock Exchange (stock code: 920575);
 Jiangsu Recbio Technology Co., Ltd. (ʮ̡), the shares of
which are currently listed on the Main Board of The Stock Exchange of Hong Kong
Limited (stock code: 2179); and
 Chongqing Genrix Biopharmaceutical Co., Ltd. (ʮ̡),
the shares of which are currently listed on the STAR Market of the Shanghai Stock
Exchange (stock code: 688443).
OFC Bohui Fund focuses on investments in healthcare and medical sector, including
pharmaceuticals, medical devices and medical services. As of December 31, 2024, the assets under
management of OFC Bohui Fund was RMB252 million. Its investment portfolio includes (i)
approximately 0.24% current shareholding in Shanghai Ark Biopharmaceutical Co., Ltd. (߅
ʮ̡)( “ Shanghai ArkBio ”), a company focusing on R&D of drugs for
the treatment of respiratory and pediatric diseases, with an initial investment amount of RMB10
million; (ii) approximately 2.24% current shareholding in BRL Medicine Inc. (Ҧ
ʮ̡)( “ BRL Medicine ”), a pharmaceutical company focusing on cell and gene therapy, with
an initial investment amount of RMB35 million; and (iii) approximately 3.17% current shareholding
in Ustar Biotechnologies (Hangzhou) Ltd. (ʮ̡), a company
focusing on R&D, manufacturing and sales of molecular diagnostics technologies and products,
with an initial investment amount of RMB40 million.
OFC Jiaozi Fund is an investment fund focusing on investments in small and medium growth
enterprises. As of December 31, 2024, the assets under management of OFC Jiaozi Fund was
RMB3.5 billion. Its investment portfolio includes (i) approximately 0.71% current shareholding in
Shanghai ArkBio with an initial investment amount of RMB30 million; and (ii) approximately
2.29% current shareholding in BRL Medicine with an initial investment amount of RMB45 million.
To the best knowledge of our Directors, each of Oriental Fortune Capital, OFC Wuhu, OFC
VC Investment, OFC Bohui Fund and OFC Jiaozi Fund are Independent Third Parties.
3. Y ongshi Huijin and Y ongshi Weizhen
Each of Y ongshi Huijin and Y ongshi Weizhen is limited partnership established in the PRC,
and the executive partner and fund manager of which is Huzhou Y ongshi Equity Investment
Management Co., Ltd. (ʮ̡)( “ Huzhou Y ongshi ”). Huzhou Y ongshi is
a limited liability company established in the PRC and is owned by GAO Xingjiang ( ৷ጳϪ), WU
Gang (࡝and BIAN Liqiang ( ʼл੶) as to 50%, 25% and 25%, respectively.
Y ongshi Huijin is owned by Huzhou Y ongshi as to approximately 0.9% partnership interests,
and it has 12 limited partners. There is no limited partner holding 30% or more of the partnership
interests in Y ongshi Huijin.
Y ongshi Weizhen is owned by Huzhou Y ongshi as to approximately 0.46% partnership
interests. It has seven individual limited partners, among which, BIAN Liqiang holds 9% of its
partnership interests. There is no limited partner holding 30% or more of the partnership interests
in Y ongshi Weizhen.
4. Highlight Capital
HLC is a company incorporated in Hong Kong with limited liability, and it is wholly owned
by HLC VGC Fund IV L.P .. HLC VGC Fund IV L.P . is an exempted limited partnership established
under the laws of the Cayman Islands and is ultimately managed by its general partner HLC VGC
GP IV Limited, and in turn ultimately controlled by Mr. W ANG Hui ( ˮฯ). There is no limited
partner holding 30% or more of the partnership interests in HLC VGC Fund IV L.P .
Qingdao Hongyi is a limited partnership established in the PRC and managed by its executive
partner, Shanghai Hehong Jinghui Equity Investment Management Co., Ltd. (ᛆҳ
ʮ̡)( “ Shanghai Hehong Jinghui ”). Shanghai Hehong Jinghui is also ultimately
controlled by Mr. W ANG Hui ( ˮฯ) and is owned as to 72% by him, while there is no other
shareholder holding 30% or more of the share capital in Shanghai Hehong Jinghui. Qingdao Hongyi
is owned by Shanghai Hehong Jinghui as to 0.2%, and it has two limited partners, namely Zhuhai
Shenghong Jinghui Equity Investment Partnership Enterprise (Limited Partnership) ( मऎସ̾౻ฯ
ᛆҳ༟ΥྫΆุ(Υྫ)) and Wuxi Shenghong Jinghui Equity Investment Partnership
Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)), each of which holds
30% or more of its partnership interests. The executive partner of Zhuhai Shenghong Jinghui Equity
Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υ
ྫ)) is Zhuhai Shenghui Enterprise Management Partnership (Limited Partnership) ( मऎସฯΆุ
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 144 ---
၍ଣΥྫ(Υྫ)). There is no limited partner holding 30% or more of the partnership interests
in Zhuhai Shenghong Jinghui Equity Investment Partnership Enterprise (Limited Partnership) ( म
ᛆҳ༟ΥྫΆุ(Υྫ)). The executive partner of Wuxi Shenghong Jinghui
Equity Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ
(Υྫ)) is Wuxi Shenghui Enterprise Management Partnership (Limited Partnership) ( ೌ፼ସฯ
Άุ၍ଣΥྫ(Υྫ)). There is no limited partner holding 30% or more of the partnership
interests in Wuxi Shenghong Jinghui Equity Investment Partnership Enterprise (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)).
The executive partner of Zhuhai Shenghui Enterprise Management Partnership (Limited
Partnership) ( मऎସฯΆุ၍ଣΥྫ(Υྫ)) and Wuxi Shenghui Enterprise Management
Partnership (Limited Partnership) ( ೌ፼ସฯΆุ၍ଣΥྫ(Υྫ)) is Shanghai Hehong Jinghui
holding 3.33% of the partnership interests in Zhuhai Shenghui Enterprise Management Partnership
(Limited Partnership) ( मऎସฯΆุ၍ଣΥྫ(Υྫ)) and Wuxi Shenghui Enterprise
Management Partnership (Limited Partnership) ( ೌ፼ସฯΆุ၍ଣΥྫ(Υྫ)). Mr. W ANG
Hui ( ˮฯ), being the only limited partner in Zhuhai Shenghui Enterprise Management Partnership
(Limited Partnership) ( मऎସฯΆุ၍ଣΥྫ(Υྫ)) and Wuxi Shenghui Enterprise
Management Partnership (Limited Partnership) ( ೌ፼ସฯΆุ၍ଣΥྫ(Υྫ)), holds 96.67%
of the partnership interests in Zhuhai Shenghui Enterprise Management Partnership (Limited
Partnership) ( मऎସฯΆุ၍ଣΥྫ(Υྫ)) and Wuxi Shenghui Enterprise Management
Partnership (Limited Partnership) ( ೌ፼ସฯΆุ၍ଣΥྫ(Υྫ)).
On May 19, 2025, HLC and Qingdao Hongyi entered into an acting-in-concert agreement,
under which, in the event of any conflict concerning the operation or management of our Company,
HLC’s final decision shall prevail, and both parties will exercise the corresponding voting rights at
the Company’s shareholders’ meeting accordingly.
5. QM282
QM282 is a limited liability company incorporated under the laws of British Virgin Islands
principally engaged in equity investment and is owned as to 45.51% by Qiming V enture Partners
VIII Investments, LLC (“ Qiming VIII LLC ”) and 54.49% by Qiming V enture Partners VIII-HC,
L.P . (“Qiming VIII-HC ”), respectively. Qiming VIII LLC is owned as to 99.496% by Qiming
V enture Partners VIII, L.P . (“ Qiming Venture Partners VIII ”) and 0.504% by Qiming VIII
Strategic Investors Fund, L.P . (“ Qiming VIII Strategic ”). Qiming V enture Partners VIII, Qiming
VIII Strategic and Qiming VIII-HC are exempted limited partnerships registered under the laws of
the Cayman Islands. Qiming GP VIII, LLC is the general partner of Qiming V enture Partners VIII
and Qiming VIII Strategic. Qiming GP VIII-HC, LLC is the general partner of Qiming VIII-HC.
Among the shareholders of Qiming GP VIII, LLC and Qiming GP VIII-HC, LLC, Duane Ziping
Kuang ( ⿼ɿ̻) and Gary Edward Rieschel respectively hold 30% of the share capital in Qiming
GP VIII, LLC and Qiming GP VIII-HC, LLC. Save as Duane Ziping Kuang ( ⿼ɿ̻) and Gary
Edward Rieschel, there is no other shareholder holding 30% or more of the share capital in Qiming
GP VIII, LLC and Qiming GP VIII-HC, LLC.
6. CSPC Sangel
CSPC Sangel is a limited partnership established in the PRC and the executive partner of
which is Qingdao CSPC Sangel V enture Capital Partnership Enterprise (General Partnership) (ࢥڡ
ͩᖹ̀ᐘ௴ุҳ༟ΥྫΆุ(౷ஷΥྫ)) (“ CSPC Sangel VC
”). The executive partner of CSPC
Sangel VC is Shanghai Shifeng Xinhui V enture Capital Management Co., Ltd. (ි௴ุ
ʮ̡) holding 60.00% of the partnership interests in CSPC Sangel VC. Among all
shareholders of Shanghai Shifeng Xinhui V enture Capital Management Co., Ltd. (ි௴
ʮ̡), no shareholder holds 30% or more of its shareholding. Suzhou Xiantong
V enture Capital Management Center (Limited Partnership) ( ᘽψ̀ᐘ௴ุҳ༟၍ଣʕː(Υ
ྫ)), being a general partner of CSPC Sangel VC, holds 40.00% of the partnership interests in CSPC
Sangel VC. Shenzhen Sangel Capital Management Co., Ltd. (ʮ̡)( “Sangel
Capital ”), being the executive partner, holds 99% of the partnership interests in Suzhou Xiantong
V enture Capital Management Center (Limited Partnership) ( ᘽψ̀ᐘ௴ุҳ༟၍ଣʕː(Υ
ྫ)). Sangel Capital is owned by Shenzhen Bailingtong Enterprise Management Co., Ltd. ( ଉέϵ
ʮ̡) (formerly known as Shenzhen Bailingtong Financial Services Co., Ltd. ( ଉ
ʮ̡)) as to 60%, which is in turn wholly owned by LIU Mulong (Ꮂ),
while there is no other shareholder holding 30% or more of the share capital in Sangel Capital.
CSPC Sangel is owned by CSPC Sangel VC as to 1%. It has five limited partners, among which,
CSPC NBP Pharmaceutical Co., Ltd. (ʮ̡)( “ CSPC NBP ”) and Qingdao
Technology Innovation Fund Partnership Enterprise (Limited Partnership) (Υ
ྫΆุ(Υྫ)) (“ Qingdao Technology Innovation Fund ”) hold 35% and 30% of its
partnership interests, respectively. CSPC NBP is owned as to 54.06% by CSPC Pharmaceutical
Group Limited, the shares of which are listed on the Main Board of the Stock Exchange (HKEx:
01093) and as to 45.94% by Dragon Merit Holdings Limited (ʮ̡) which is
indirectly wholly owned by CSPC Pharmaceutical Group Limited. The general partner of Qingdao
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Technology Innovation Fund is Qingdao Science & Technology Innovation Fund Management Co.,
Ltd. (ʮ̡) holding 0.04% of its partnership interests, which is in turn
owned as to 36.00% by Qingdao Innovation Investment Co., Ltd. (ʮ̡),
which is in turn ultimately wholly-owned by Finance Bureau of Qingdao (҅). Save as
Qingdao Innovation Investment Co., Ltd. (ʮ̡), there is no other shareholder
holding 30% or more of the share capital in Qingdao Science & Technology Innovation Fund
Management Co., Ltd. (ʮ̡). There is no limited partner holding 30%
or more of the partnership interests in Qingdao Technology Innovation Fund.
7. Lingang Lanwan Fund II
Lingang Lanwan Fund II was established in December 2023. Lingang Lanwan Fund II focuses
on equity investments and asset management. Lingang Lanwan Fund II is managed by Shanghai
Lingang Lanwan Private Equity Fund Management Co., Ltd. (ʮ
̡) as its executive partner holding 1.06% of the partnership interests. There is no limited partner
holding 30% or more of the partnership interests in Lingang Lanwan Fund II. The total assets under
management by Lingang Lanwan Fund II amount to RMB565 million. Shanghai Lingang Lanwan
Private Equity Fund Management Co., Ltd. (ʮ̡) is owned as to
51% by Shanghai Y uning Enterprise Management Center (Limited Partnership) ( ɪऎ༃ᓠΆุ၍ଣ
ʕː(Υྫ)) and 49% by Shanghai Linchuang Investment Management Co., Ltd. ( ɪऎᑗ௴ҳ
ʮ̡) respectively. The executive partner of Shanghai Y uning Enterprise Management
Center (Limited Partnership) ( ɪऎ༃ᓠΆุ၍ଣʕː(Υྫ)) is Qu Xia ( Ϝᒳ) holding 67% of
the partnership interests. Save as Ma Li ( ৵ᘆ) who holds 30% of the partnership interests, there is
no other limited partner holding 30% or more of the partnership interests in Shanghai Y uning
Enterprise Management Center (Limited Partnership) ( ɪऎ༃ᓠΆุ၍ଣʕː(Υྫ)).
Shanghai Linchuang Investment Management Co., Ltd. (ʮ̡) is wholly
owned by Shanghai Lingang Economic Development (Group) Co., Ltd. (࢝(ණྠ)
ʮ̡). Save as Shanghai State-owned Assets Supervision and Administration Commission ( ɪ
ึ) which holds approximately 63.81% of the share capital in Shanghai
Lingang Economic Development (Group) Co., Ltd. (࢝(ණྠ)ʮ̡), there is no
other shareholder holding 30% or more of the share capital in Shanghai Lingang Economic
Development (Group) Co., Ltd. (࢝(ණྠ)ʮ̡).
8. Southeast Investment and Changshu Wuyue Angel
Southeast Investment is a company established in the PRC with limited liability. It is owned
by Changshu Southeast Investment Holding Co., Ltd. (ʮ̡) as to 99.96%,
which is in turn indirectly wholly owned by Bureau of Finance of Changshu (Changshu Municipal
Government State-owned Assets Supervision and Administration Office) (҅(݁
܃.))
Changshu Wuyue Angel is a limited partnership established in the PRC. Among the limited
partners of Changshu Wuyue Angel, Changshu Investment Holdings Group Co., Ltd. ( ੬ᆞ̹ҳ༟
ʮ̡) holds approximately 52.89% of the partnership interests, while each of the other
limited partners holds less than 30% of the partnership interests. Changshu Investment Holdings
Group Co., Ltd. (ʮ̡) is wholly owned by Changshu State-owned Capital
Investment and Operation Group Co., Ltd. (ʮ̡) which is in
turn wholly owned by Bureau of Finance of Changshu (Changshu Municipal Government
State-owned Assets Supervision and Administration Office) (҅
(਷Ϟ༟ପ္
܃The executive partner of Changshu Wuyue Angel is Changshu Qixin V enture
Capital Partnership (Limited Partnership) ( ੬ᆞ઼อ௴ุҳ༟ΥྫΆุ(Υྫ)), which is owned
as to 35% by Changshu Guofa V enture Capital Co., Ltd. (ʮ̡)
(“Changshu Guofa ”) as its executive partner and as to 35% by SIP Oriza Seed Fund Management
Co., LTD. (ʮ̡)( “ Oriza Seed ”). There is no other
limited partner holding 30% or more of its partnership interest. Changshu Guofa is indirectly
wholly-owned by the Bureau of Finance of Changshu (Changshu Municipal Government State-
owned Assets Supervision and Administration Office) (҅(਷Ϟ༟ପ္ຖ၍
܃Oriza Seed is owned by SIP Zhengze Jiming Fund Management Co., Ltd. ( ᘽψʈุ෤
ʮ̡) as to 51%, which is in turn owned by FEI Jianjiang (Ϫ)a s
to approximately 48.55% while none of the other shareholders holds 30% or more of its share
capital. Oriza Seed is also owned by Suzhou Y uanhe Holdings Co., Ltd (ʮ
̡) as to 49%, which is in turn owned by Suzhou Industrial Park Economic Development Co., Ltd.
(ʮ̡) as to 59.98% while none of the other shareholders holds 30% or
more of its share capital. Suzhou Industrial Park Economic Development Co., Ltd. ( ᘽψʈุ෤ਜ
ʮ̡) is owned as to 90% by Suzhou Industrial Park Administrative Committee ( ᘽ
ึ) and as to 10% by Department of Finance of Jiangsu Province (݁
ᝂ).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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9. Shanxi Securities Alternative Investment
Shanxi Securities Alternative Investment is a wholly-owned subsidiary of Shanxi Securities
Co., Ltd. (ʮ̡) (stock code: 002500.SZ), with a registered capital of RMB1.7
billion. Shanxi Securities Co., Ltd. is owned as to 31.77% by Shanxi Financial Investment Holdings
Limited (ʮ̡), which is wholly owned by Shanxi Provincial
Department of Finance (ᝂ). It primarily engages in investment business and operates
an investment management system, and focuses on niche industries such as third-generation
semiconductors, artificial intelligence computing infrastructure and satellite internet. It actively
participates in small and medium enterprise fund collaborations.
10. Anhui Anyuan
Anhui Anyuan is a limited partnership established in the PRC. The executive partner of Anhui
Anyuan is Bozhou Jianan Investment Fund Management Co., Ltd. (ʮ
̡) holding 0.1% of the partnership interests in Anhui Anyuan, which is in turn owned by Ancheng
Capital and Anhui Ancheng Holding Group Co., Ltd. (ʮ̡) as to 80% and
20%, respectively. Each of Ancheng Capital and Anhui Ancheng Holding Group Co., Ltd. is
ultimately wholly owned by Bozhou Municipal Finance Bureau (State-owned Assets Supervision
and Administration Commission of Bozhou Municipal) (҅(਷Ϟ༟ପ္ຖ၍
ึ)). Anhui Anyuan has two limited partners, namely Anhui Anyuan Investment Fund Co.,
Ltd. (ʮ̡) and Ancheng Chinese Medicine, and it is owned by them as to
70% and 29.90%, respectively. Anhui Anyuan Investment Fund Co., Ltd. is owned as to
approximately 43.33% by Guoyuan Securities Co., Ltd. (ʮ̡), the shares of
which are listed on the Shenzhen Stock Exchange (SZSE: 000728), while none of the other
shareholders holds 30% or more of the share capital in Anhui Anyuan Investment Fund Co., Ltd..
11. Hangzhou Beicheng
Hangzhou Beicheng is a limited partnership established in the PRC. The executive partner of
Hangzhou Beicheng is Hangzhou Beijia Investment Management Limited Liability Co., Ltd. (ψ
ப΂ʮ̡), holding 0.05% partnership interests in Hangzhou Beicheng, which is
in turn owned by DING Shizhe (ࡪࢪas to 90%. Hangzhou Beicheng has four limited partners,
among which it is owned as to 49.95% by Betta Pharmaceuticals Co., Ltd. (ʮ̡),
the shares of which are listed on the Shenzhen Stock Exchange (SZSE: 300558). Save as Betta
Pharmaceuticals Co., Ltd. (ʮ̡), there is no other limited partner holding 30%
or more of the partnership interests in Hangzhou Beicheng.
12. Changshu Sanyi
Changshu Sanyi is a limited partnership established in the PRC. The executive partner of
Changshu Sanyi is Suzhou Sanyi Management Consulting Partnership Enterprise (Limited
Partnership) (၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Sanyi Management Consulting ”), holding
approximately 2.24% of the partnership interests in Changshu Sanyi. The executive partner of Sanyi
Management Consulting is Shanghai Sanyi Asset Management Co., Ltd. (ʮ
̡), which is in turn owned by Y AO Wenping (˖̻) and Jiangsu Sanyi Capital Co., Ltd. ( Ϫᘽ
ʮ̡) as to 60% and 40%, respectively. Jiangsu Sanyi Capital Co., Ltd. is owned by
Y AO Wenping as to 75%. There is no limited partner holding 30% or more of the partnership
interests in Sanyi Management Consulting. Among the limited partners of Changshu Sanyi, Shanxi
Securities Alternative Investment holds approximately 5.97% of its partnership interests, while
there is no limited partner holding 30% or more of the partnership interests in Changshu Sanyi.
13. Hefei Hongta
Hefei Hongta is a limited partnership established in the PRC. The executive partner of Hefei
Hongta is Shanghai Y ongzheng Private Equity Management Co., Ltd. (ࠢ
ʮ̡)( “ Shanghai Y ongzheng ”), which is owned by LV Haitao ( ѐऎᏹ) as to 90%. Hefei Hongta
is owned by Shanghai Y ongzheng as to approximately 0.02% and it has 20 individual limited
partners. There is no limited partner holding 30% or more of the partnership interests in Hefei
Hongta.
14. Sangel Shunchuang
Sangel Shunchuang is a limited partnership established in the PRC. The executive partner of
Sangel Shunchuang is Shenzhen Sangel Capital Management Co., Ltd. (ʮ
̡)( “ Sangel Capital ”). Sangel Capital is owned by Shenzhen Bailingtong Enterprise Management
Co., Ltd. (ʮ̡) (formerly known as Shenzhen Bailingtong Financial
Services Co., Ltd. (ʮ̡)) as to 60%, which is in turn wholly owned by
LIU Mulong (Ꮂ), while there is no other shareholder holding 30% or more of the share capital
in Sangel Capital. Sangel Shunchuang is owned by Sangel Capital as to approximately 12.50%.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Sangel Shunchuang has three limited partners, namely Shenzhen Shengjing Medical Industry
Partnership Enterprise (Limited Partnership) ( ଉέ̹᳅౻ᔼᐕପุΥྫΆุ(Υྫ))
(“Shenzhen Shengjing ”), Shenzhen Angel FOF Management Co., Ltd. (ږ
ʮ̡)( “ Shenzhen Angel FOF ”) and Shenzhen Sangel Y untong V enture Capital Investment
Enterprise (Limited Partnership) ( ଉέ̀ᐘ༶ஷ௴ุҳ༟Άุ(Υྫ)) (“Sangel Yuntong ”), and
is owned by them as to approximately 41.67%, 33.33% and 12.50%, respectively. The general
partner of Shenzhen Shengjing is Shenzhen Shunmei Investment Management Co., Ltd. (ߕ
ʮ̡), which holds 98% of its partnership interests and is indirectly owned by CHEN
Zehuan ( ௓ዣ๰) as to 99%. There is no limited partner holding 30% or more of the partnership
interests in Shenzhen Shengjing. Shenzhen Angel FOF is indirectly wholly owned by Shenzhen
Municipal Finance Bureau (҅).
15. Xinsheng Huachuang
Xinsheng Huachuang is a limited partnership established in the PRC. Xinsheng Huachuang is
owned by SUO Xiuhua (ڀthe executive partner, and ZHANG Renfa ( ੵʠ೯), the sole
limited partner, as to approximately 0.19% and 99.81%, respectively.
16. Qiming Rongjing and Qiming Rongqian
Qiming Rongjing and Qiming Rongqian are limited partnerships established in the PRC, with
their general partner being Suzhou Qikun V enture Capital Partnership (Limited Partnership) ( ᘽψ
઼տ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Suzhou Qikun ”). The general partner of Suzhou Qikun is
Suzhou Qiwang V enture Capital Co., Ltd. (ʮ̡)( “ Suzhou Qiwang ”). The
limited partner of Suzhou Qikun, namely Suzhou Qiyuan Equity Investment Management
Partnership (Limited Partnership) (ᛆҳ༟၍ଣΥྫΆุ(Υྫ)) (“ Suzhou
Qiyuan ”), holds 99.33% of its partnership interests. Suzhou Qiwang holds approximately 0.67%
partnership interest in Suzhou Qikun and is owned by YU Jia ( ɲԳ) and XU Jing (᎑)a st o5 0 %
and 50%, respectively. The general partner of Suzhou Qiyuan is Qiming China (GP) Limited (׼
ʕ਷(౷ஷΥྫɛ)ʮ̡)( “ QCL GP ”) which holds 1% of the partnership interests in Suzhou
Qiyuan, and the limited partner, namely Qiming China (LP) Limited (ʕ਷(Υྫɛ)ʮ
̡)( “ QCL LP ”) holds 99% of the partnership interests in Suzhou Qiyuan. Both QCL GP and QCL
LP are wholly owned by Qiming China Limited (ʮ̡)( “ QCL”). Only Mr. Kuang
Duane Ziping ( ⿼ɿ̻) and Mr. Hu Xubo (تrespectively and ultimately hold more than 30%
of the shareholding of QCL.
Suzhou Qikun holds approximately 2.89% partnership interest in Qiming Rongjing, which has
30 limited partners. None of the limited partners hold 30% or more of the partnership interest in
Qiming Rongjing.
Suzhou Qikun holds approximately 1.01% partnership interest in Qiming Rongqian, which has
44 limited partners. None of the limited partners hold 30% or more of the partnership interest in
Qiming Rongqian.
17. Hainan Renze
Hainan Renze is a limited partnership established in the PRC. The general partner of Hainan
Renze is Hainan TruMed Private Fund Management Partnership Enterprise (Limited Partnership)
(၍ଣΥྫΆุ(Υྫ)), whose general partner is Hainan TruMed Advisors
Ltd. (ʮ̡), which is wholly owned by TruMed Investment Management Limited
(ʮ̡). TruMed Investment Management Limited (ʮ̡)i s
wholly owned by TruMed Holding Limited, which is in turn wholly owned by Wang Ting. Hainan
En Mai Investment Partnership (Limited Partnership) (এҳ༟ΥྫΆุ(Υྫ))
(“Hainan En Mai ”) is the only limited partner of Hainan TruMed Private Fund Management
Partnership Enterprise (Limited Partnership) (၍ଣΥྫΆุ(Υྫ)) holding
30% or more of its partnership interests. The general partner of Hainan En Mai is Wang Ting ( ˮ
ణ). There is no limited partner holding 30% or more of the partnership interests in Hainan En Mai.
Among Hainan Renze’s limited partners, Shenzhen Leren Technology Co., Ltd. (ҦϞ
ʮ̡) holds its 55.25% partnership interests. Among the shareholders of Shenzhen Leren
Technology Co., Ltd. (ʮ̡), only one shareholder, namely Li Li ( ҽ቞), holds
30% or more of its share capital. Save as Shenzhen Leren Technology Co., Ltd. (Ҧ
ʮ̡), there is no other limited partner holding 30% or more of the partnership interests in
Hainan Renze.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Public Float
1,262,882 Unlisted Shares, representing approximately 1.7% of our total issued Shares upon
the completion of the Global Offering (assuming the Over-allotment Option is not exercised) will
not be considered as part of the public float as such Unlisted Shares will not be converted into H
Shares upon the Listing on the Stock Exchange.
Among the 58,737,118 H Shares to be converted from Unlisted Shares pursuant to the H-share
full circulation of our Company and the listing on the Stock Exchange: (i) the 39,231,387 H Shares
to be converted from Unlisted Shares held by the Controlling Shareholders (namely Dr. Liu, Dr.
Sun, Ms. Chow, Suzhou Taiwu, Shanghai Rising Suns and PharMab) and the Tongrui entities
(namely Huzhou Y ouxing, Suzhou Lianrui, Huzhou Y oucheng and Suzhou Y ouxin), representing
approximately 52.88% of our total issued Shares upon the completion of the Global Offering
(assuming the Over-allotment Option is not exercised) will not be counted towards the public float
after the Listing as such Shares are being held or controlled by the core connected persons of our
Company; and (ii) the 19,505,731 H Shares to be converted from Unlisted Shares, representing
approximately 26.29% of our total issued Shares upon the completion of the Global Offering
(assuming the Over-allotment Option is not exercised) will be counted towards the public float after
the Listing as these entities are not held or controlled by the core connected persons of our
Company upon the Listing nor are they accustomed to take instructions from our Company’s core
connected persons in relation to the acquisition, disposal, voting or other disposition of their Shares
and their acquisition of Shares were not financed directly or indirectly by our Company’s core
connected persons.
14,193,150 H Shares to be issued pursuant to the Global Offering, representing approximately
19.13% of our total issued Shares upon the completion of the Global Offering (assuming the
Over-allotment Option is not exercised), will be counted towards the public float.
Therefore, to the best knowledge of our Directors, immediately upon completion of the Global
Offering (assuming the Over-allotment Option is not exercised) and the conversion of Unlisted
Shares into H Shares, an aggregate of 33,698,881 H Shares, representing approximately 45.42% of
our total issued Shares will be counted towards the public floats. Pursuant to Rule 19A.13A(1) of
the Listing Rules, where the expected market value at the time of listing of our Company’s H Shares
exceeds HK$6 billion but not exceeding HK$30 billion, the minimum number of H shares held by
the public at the time of Listing as a percentage of the total number of shares in the class to which
H shares belong shall be the higher of: (i) the percentage that would result in the expected market
value of H shares held by the public to be HK$1,500,000,000 at the time of Listing; and (ii) 15%.
With respect to the Offer Price of HK$96.06 per Offer Share, assuming the Over-allotment Option
is not exercised, (1) the expected market capitalization of the Company’s H Shares would exceed
HK$6 billion; and (2) the percentage that would result in the expected market value of H shares held
by the public to be HK$1,500,000,000 at the time of Listing would be 21.05%. Our public float is
expected to be in compliance with the requirement under Rule 19A.13A(i) of the Listing Rules.
FREE FLOAT
Rule 19A.13C of the Listing Rules provides that there must be sufficient shares for which
listing is sought by a new applicant that are held by the public and available for trading upon listing.
Where a new applicant is a PRC issuer with no other listed shares at the time of listing, this will
normally mean that the portion of H shares for which listing is sought that are held by the public
and not subject to any disposal restrictions (whether under contract, the Listing Rules, applicable
laws or otherwise), at the time of listing, must: (a) represent at least 10% of the total number of
issued shares in the class to which H shares belong at the time of listing (excluding treasury shares),
with an expected market value at the time of listing of not less than HK$50,000,000; or (b) have
an expected market value at the time of listing of not less than HK$600,000,000.
Our Company will satisfy the free float requirement under Rule 19A.13C of the Listing Rules.
H SHARE FULL CIRCULATION PROGRAMME
Our Company has applied for H-share full circulation to convert certain of the Unlisted Shares
into H Shares as per the instructions of the relevant Shareholders. The conversion of Unlisted
Shares into H Shares will involve an aggregate of 58,737,118 Unlisted Shares held by 31 existing
Shareholders, representing approximately 79.17% of total issued Share capital of our Company
upon the completion of the conversion of Unlisted Shares into H Shares and the Global Offering
(assuming the Over-allotment Option is not exercised). Save as disclosed in this prospectus and to
the best knowledge of our Directors, we are not aware of the intention of any existing Shareholders
to convert their Unlisted Shares. See “Share Capital” for further details.
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ACQUISITIONS, MERGERS AND DISPOSALS
Save as the acquisition of the equity interests in LongBio Changshu, we have not conducted
any acquisitions, disposals or mergers during the Track Record Period and up to the Latest
Practicable Date that we consider to be material to us.
CAPITALIZATION OF OUR COMPANY
The table below is a summary of the capitalization of our Company as of the Latest Practicable
Date and the Listing Date (assuming the Over-allotment Option is not exercised):
As of the date of
this prospectus As of the Listing Date
Name of Shareholder
Number of
Unlisted
Shares
Approximate
percentage in
total issued
Shares
Number of
H Shares
Approximate
ownership
percentage in
H Shares
Number of
Unlisted
Shares
Approximate
ownership
percentage in
Unlisted
Shares
Total
Number of
Shares
Approximate
ownership
percentage in
total issued
Shares
CONTROLLINGSHAREHOLDERS
Dr. Liu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,447,692 14.08% 8,447,692 11.58% – – 8,447,692 11.39%
Dr. Sun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,668,921 11.11% 6,668,921 9.14% – – 6,668,921 8.99%
Suzhou Taiwu /H1118/H1118/H1118/H1118/H1118/H11184,899,364 8.17% 4,899,364 6.72% – – 4,899,364 6.60%
Ms. Chow /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,643,748 6.07% 3,643,748 5.00% – – 3,643,748 4.91%
Shanghai Rising Suns /H1118/H11182,154,243 3.59% 2,154,243 2.95% – – 2,154,243 2.90%
PharMab /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118683,191 1.14% 683,191 0.94% – – 683,191 0.92%
PRE-IPO INVESTORS
Tongrui Entities
Huzhou Y ouxing /H1118/H1118/H1118/H11187,021,810 11.70% 7,021,810 9.63% – – 7,021,810 9.46%
Suzhou Y ouxin /H1118/H1118/H1118/H11183,203,667 5.34% 3,203,667 4.39% – – 3,203,667 4.32%
Suzhou Lianrui /H1118/H1118/H1118/H11181,641,884 2.74% 1,641,884 2.25% – – 1,641,884 2.21%
Huzhou Y oucheng /H1118/H1118/H1118866,867 1.44% 866,867 1.19% – – 866,867 1.17%
OFC Entities
OFC Bohui Fund /H1118/H1118/H11183,077,490 5.13% 3,077,490 4.22% – – 3,077,490 4.15%
OFC Jiaozi Fund /H1118/H1118/H11181,171,447 1.95% 1,171,447 1.61% – – 1,171,447 1.58%
Y ongshi Entities
Y ongshi Huijin /H1118/H1118/H1118/H11181,025,832 1.71% 512,916 0.70% 512,916 40.61% 1,025,832 1.38%
Y ongshi Weizhen /H1118/H1118/H11181,499,932 2.50% 749,966 1.03% 749,966 59.39% 1,499,932 2.02%
Highlight Capital
Entities
HLC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,290,964 2.15% 1,290,964 1.77% – – 1,290,964 1.74%
Qingdao Hongyi /H1118/H1118/H1118/H11181,099,710 1.83% 1,099,710 1.51% – – 1,099,710 1.48%
OTHER PRE-IPO
INVESTORS
QM282 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,921,283 3.20% 1,921,283 2.63% – – 1,921,283 2.59%
CSPC Sangel /H1118/H1118/H1118/H1118/H1118/H11181,538,745 2.56% 1,538,745 2.11% – – 1,538,745 2.07%
Lingang Lanwan Fund II /H11181,045,922 1.74% 1,045,922 1.43% – – 1,045,922 1.41%
Changshu Entities
Southeast Investment /H11181,025,832 1.71% 1,025,832 1.41% – – 1,025,832 1.38%
Changshu Wuyue
Angel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118390,484 0.65% 390,484 0.54% – – 390,484 0.53%
Shanxi Securities
Alternative Investment /H1118 954,287 1.59% 954,287 1.31% – – 954,287 1.29%
Anhui Anyuan /H1118/H1118/H1118/H1118/H1118/H1118820,662 1.37% 820,662 1.13% – – 820,662 1.11%
Hangzhou Beicheng /H1118/H1118/H1118747,085 1.25% 747,085 1.02% – – 747,085 1.01%
Changshu Sanyi /H1118/H1118/H1118/H1118/H1118727,654 1.21% 727,654 1.00% – – 727,654 0.98%
Qiming Entities
Qiming Rongjing /H1118/H1118/H1118384,255 0.64% 384,255 0.53% – – 384,255 0.52%
Qiming Rongqian /H1118/H1118/H1118256,176 0.43% 256,176 0.35% – – 256,176 0.35%
Hefei Hongta /H1118/H1118/H1118/H1118/H1118/H1118585,726 0.98% 585,726 0.80% – – 585,726 0.79%
Sangel Shunchuang /H1118/H1118/H1118512,913 0.85% 512,913 0.70% – – 512,913 0.69%
Xinsheng Huachuang
/H1118/H1118512,913 0.85% 512,913 0.70% – – 512,913 0.69%
Hainan Renze /H1118/H1118/H1118/H1118/H1118/H1118179,301 0.30% 179,301 0.25% – – 179,301 0.24%
OTHER PUBLIC
SHAREHOLDERS /H1118/H1118 – – 14,193,150 19.46% – – 14,193,150 19.13%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,000,000 100% 72,930,268 100% 1,262,882 100% 74,193,150 100%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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OUR SHAREHOLDING AND CORPORATE STRUCTURE
Immediately Prior to the Global Offering
Our corporate and shareholding structure immediately prior to the completion of the Global Offering is as follows:
Dr. Liu
Parties acting-in-concert
14.08% 8.17% 11.11% 6.07% 3.59%
100% 100%
1.14% 21.22% 7.08% 4.21% 3.98% 19.35%
Suzhou
Taiwu Dr. Sun Ms. Chow Shanghai
Rising Suns PharMab Tongrui
Entities
Our Company
(PRC)
Shanghai
Longyan
(PRC)
Hangzhou
Lingcheng
(PRC)
OFC
Entities
Yongshi
Entities
Highlight
Capital Entities
Other
Pre-IPO
Investors
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Immediately after the Global Offering
Our corporate and shareholding structure immediately after the completion of the Global Offering is as follows:
Dr. Liu
Parties acting-in-concert
11.39% 6.60% 8.99% 4.91% 2.90%
100% 100%
0.92% 17.16% 5.73% 3.40% 3.22% 15.65%
Suzhou
Taiwu Dr. Sun Ms. Chow Shanghai
Rising Suns PharMab Tongrui
Entities
Our Company
(PRC)
Shanghai
Longyan
(PRC)
Hangzhou
Lingcheng
(PRC)
OFC
Entities
Yongshi
Entities
Highlight
Capital Entities
Other
Pre-IPO
Investors
19.13%
Other
Public
Shareholders
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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OVERVIEW
We are a clinical-stage biopharmaceutical company. Established in 2020 and located in
Shanghai and Changshu, Suzhou, China, we primarily focus on in-house discovery and development
of biopharmaceuticals targeting allergic and autoimmune diseases. We have developed a
comprehensive product pipeline for biologic treatments targeting rhinology, dermatology,
respiratory, hematology, nephrology and other autoimmune diseases.
Our Core Product, LP-003, is an anti-IgE antibody with novel sequencing. The primary
function of LP-003 is to block free IgE in blood and tissues, and thus inhibiting the occurrence of
IgE-driven allergic reactions. IgE is the core mechanism driving Type I hypersensitivity. Type I
hypersensitivity triggered by allergens in different organs causes seasonal AR, allergic asthma,
CSU, food allergy and other allergic diseases. After optimization on our High-Affinity Antibody
Discovery Platform, LP-003 exhibits an 860-fold increase in affinity for IgE compared to
competitor. We have obtained IND approvals and/or initiated clinical trials for LP-003 in China for
various indications, including seasonal AR, CSU, allergic asthma, CRSwNP and food allergy.
Currently, the seasonal AR indication is undergoing Phase III clinical trial in China and we plan to
submit BLA to the NMPA in or before the third quarter of 2026. For CSU, we are conducting Phase
II clinical trial in China, which is designed to be a head-to-head comparison with omalizumab. We
expect to complete Phase II and commence Phase III clinical trial in or before the second quarter
of 2026. We are conducting Phase II clinical trials for allergic asthma and CRSwNP , and expect to
initiate Phase II clinical trials for other allergic diseases in the fourth quarter of 2026.
Our Key Product, LP-005, is a bi-functional antibody fusion protein targeting C5 and C3b
complement. Multi-target complement inhibitors, acting simultaneously on multiple key nodes in
the complement cascade, block the complex pathological mechanisms of diseases in a more
comprehensive fashion, showing efficacy potential compared to single-target complement
inhibitors. We have obtained IND approvals in China for various indications, including paroxysmal
nocturnal hemoglobinuria (PNH), complement-mediated kidney diseases (including but not limited
to IgA nephropathy (IgAN), C3 glomerulopathy (C3G) and lupus nephritis (LN)) and other
complement related indications.
Our Bi-functional Antibody Development Platform offers structural flexibility, broad
applicability, and high druggability, extending beyond traditional antibody formats. Our High-
affinity Antibody Discovery Platform produces antibodies with significantly improved affinities
that surpass traditional methods. Supported by our two core platforms, we are able to continuously
discover and enrich pipeline candidates targeting allergic and autoimmune diseases.
In addition to our Core Product and Key Product, we are developing LP-00A, a bi-functional
antibody targeting allergic diseases, LP-00C, a bi-functional antibody or fusion protein targeting
B-cell mediated autoimmune diseases and LP-00D, a bi-functional antibody or fusion protein
complement inhibitor optimized for specific tissues/organs and indications. For details of our
products and pipeline, see “— Our Products and Pipeline.”
Our integrated in-house R&D capabilities and drug discovery expertise are propelled by our
two proprietary technology platforms, namely (i) High-Affinity Antibody Discovery Platform, on
which we have developed LP-003, our Core Product, and other high-affinity antibodies with high
level of affinity on other targets, and (ii) Bi-functional Antibody Development Platform, on which
we have developed LP-005, LP-00A, LP-00C and LP-00D.
We are committed to pooling resources into our R&D, which we believe is the backbone of
our success. Our in-house R&D capabilities are built on our proprietary technology platforms and
supported by our R&D centers in Shanghai and Suzhou. We believe that our integrated R&D
capabilities give us the flexibility in formulating our streamlined strategies for discovery of drugs,
product optimization, clinical trials, and registration, thereby enabling us to capture rapidly
changing market demands, improve pipeline feasibility at lower costs, and accelerate product
development cycles.
We have established a senior R&D management team with extensive industry experience and
a track record of success in drug discovery, clinical development and registration process. Our
senior R&D management team consists of our co-founders, Dr. Sun and Dr. Liu, who established
our self-developed R&D technology platforms; Mr. Ma Haili, the Head of New Drug Discovery
Department, who was responsible for pre-clinical developments and project initiation; Mr. Y ang Jie,
the Head of Clinical Department, who oversaw clinical developments; Ms. Xu Linfeng, the Head
of Analysis and Formulation Department, who managed regulatory submissions; Mr. Xu Weitao, the
Head of Production Process Department, who was involved in managing production and quality
control; and the Director of Medical Affairs responsible for overseeing the clinical trials of the Core
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Product. As of the Latest Practicable Date, most of our core R&D personnel involved in the
development of our Core Product and Key Product remained in employment with us with one of our
core R&D personnel, the Director of Medical Affairs, left the Group. Mr. Y ang Jie, the Head of the
Clinical Department, has since taken over these responsibilities. As of the Latest Practicable Date,
our R&D team consists of 72 members, more than half of them hold master’s or doctoral degrees.
Our R&D team is extensively involved in all stages of our drug development.
OUR COMPETITIVE STRENGTHS
Core Product LP-003: An anti-IgE antibody demonstrating promising efficacy through
head-to-head clinical studies, currently leading in clinical development progress
As the first product discovered from our High-Affinity Antibody Discovery Platform, our
Core Product, LP-003, is an anti-IgE antibody featuring novel sequencing with proprietary patent.
The primary function of LP-003 is to block free IgE in blood and tissues, and thus inhibiting the
occurrence of IgE-driven allergic reactions.
Promising efficacy demonstrated in head-to-head comparisons with omalizumab, based on Phase
I trial results and Phase II CSU trial data
Our Phase II clinical trial for CSU (CTR20233300) is a randomized, double-blind,
positive-controlled head-to-head comparison clinical study with omalizumab. We enrolled a total of
202 patients, with approximately 40 patients in each of the treatment groups. Patients received 100
mg LP-003 injection once every eight weeks (Q8W), 200 mg LP-003 injection once every eight
weeks (Q8W), 200 mg LP-003 injection once every four weeks (Q4W), 300 mg omalizumab once
every four weeks (Q4W), or placebo once every four weeks (Q4W), respectively. Based on the
published topline results, LP-003 demonstrated promising efficacy compared to omalizumab in the
treatment of CSU. As of the Latest Practicable Date, our Phase II clinical trial for CSU was still
ongoing.
Faster onset of action
The proportion of patients who are in the LP-003 treatment group and have achieved
complete control of wheals and itching (UAS7 = 0) (Urticaria Activity Score) at week 4
increased compared with those in the omalizumab treatment group. LP-003 treatment group
recorded a 35.0% portion of patients achieving complete control for 200 mg dosage treatment
of LP-003 once every eight week, while 20.0% of patients who are in the omalizumab
treatment group achieved complete control for 300 mg dosage treatment of omalizumab once
every four week.
Better efficacy
At week 12, the proportions of patients achieving UAS7=0 were 44.4%, 66.7%, 57.5%,
43.6% and 10.3% in the LP-003 100 mg Q8W, LP-003 200 mg Q8W, LP-003 200 mg Q4W,
omalizumab, and placebo groups, respectively (200 mg Q8W vs. omalizumab, p=0.0405).
As compared with that of the omalizumab group, the LS Mean change from baseline in
patients’ UAS7 at week 12 after treatment in the LP-003 200 mg Q8W group was reduced by
4.78 points (p=0.0137). The LS Mean change of UAS7 from baseline at week 12 was -23.15,
-26.63, -24.74, -21.85, and -13.98 in the LP-003 100 mg Q8W, LP-003 200 mg Q8W, LP-003
200 mg Q4W, omalizumab, and placebo groups, respectively.
Lower dosage as compared with other therapeutic biologics
For seasonal AR indication, during the Phase II clinical trial, both 100 mg and 200 mg
dosage of LP-003 treatments have shown encouraging efficacy, therefore, the 100 mg dosage
was selected for the Phase III clinical trial. For CSU indication, both 100 mg and 200 mg
dosage of LP-003 treatment have shown encouraging efficacy in a head-to-head comparison
with 300 mg dosage of omalizumab treatment.
Extended half-life shows longer-acting potential
According to published data, half-life of omalizumab is approximately 20 days in
healthy adults. In contrast, results from our Phase I clinical trial of LP-003 in healthy subjects
indicate that it has a significantly longer half-life of 45 to 76 days, approximately two to three
times longer than that of omalizumab. LP-003 demonstrates the potential for longer-lasting
efficacy compared with omalizumab. Overall, as validated by data from the head-to-head
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comparison with omalizumab as well as the Phase I clinical trial, LP-003 has shown a faster
onset of action, better efficacy, long-acting and with a lower dosage, and exhibits potential to
become a clinically-advanced therapy. For details of the clinical data of LP-003, please refer
to “— Our Pipeline — Our Core Product: Anti-IgE Antibody (LP-003) — Summary of
Clinical Trials of LP-003”.
Phase III clinical trial for seasonal AR
We are currently conducting Phase III clinical trial of LP-003 for seasonal AR in China. For
seasonal AR, we completed patient enrollment and expect to submit a BLA application in or before
the third quarter of 2026.
The results of the Phase II clinical study of seasonal AR demonstrated improved efficacy of
LP-003 compared to placebo group with standard of care (SoC) treatment. For patients with
moderate to severe seasonal AR who are inadequately controlled by standard treatment, LP-003
injection reduced the subjects’ total nasal symptom score (TNSS), daily nasal symptoms and rescue
medication treatment score (DNSMS), and daily ocular symptom and rescue medication treatment
scores (DNOMS) during the pollen peak period compared with the placebo group, based on
background therapy. For details of the clinical data of LP-003, please refer to “— Our Pipeline —
Our Core Product: Anti-IgE Antibody (LP-003) — Summary of Clinical Trials of LP-003”.
Novel sequencing with strong biological activity
LP-003 exhibits a significantly higher (860-fold greater) binding affinity to IgE compared to
omalizumab. LP-003 has a binding affinity to IgE of 2.08 pM, while omalizumab has a binding
affinity to IgE of 1,790 pM. This heightened affinity signifies that LP-003 binds to IgE molecules
with greater strength and effectiveness. The superior 860-fold greater binding affinity of LP-003 for
IgE is a critical differentiating factor.
In vitro biological activity assays also shows that the IgE-blocking activity of LP-003 is 30
times more than that of omalizumab. These experimental results suggest that LP-003 may have
superior biological activity to omalizumab, potentially allowing for lower dosage. The diagram
below illustrates the comparison between LP-003, omalizumab and isotype IgG (a type of
immunoglobulin G antibody that serves as a negative control in immunological experiments):
Source: Company’ s data
Well positioned in the anti-allergic field with significant unmet medical needs coupled with a
favorable competitive landscape
Allergic diseases have a significant impact on quality of life, causing serious emotional,
psychological, economic, and social burdens for patients and society. According to Frost &
Sullivan, allergic diseases have a huge patient base, which is expected to bring huge market growth
potential. The global and China’s allergic disease drug market sizes in 2024 were US$68.8 billion
and US$8.1 billion, respectively, among which, the market share of biologics was 40.4% and 19.8%,
respectively. In 2030, the global and China’s allergic disease drug market sizes are expected to
reach US$111.4 billion and US$22.9 billion, respectively, among which, the market share of
biologics is expected to be increased to 61.3% and 54.1%, respectively. In particular:
CSU: With the increasing prevalence of CSU, the number of CSU patients around the world
and China is expected to reach 73.5 million and 29.7 million in 2030 at a CAGR of 0.9% and 2.1%,
respectively.
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AR: the number of AR patients around the world and China is expected to reach 1.5 billion
and 261.1 million in 2030 at a CAGR of 1.0% and 1.0%, respectively. Patients with moderate to
severe AR account for approximately 65% of all patients around the world in 2024.
CRSwNP: In 2024, there were 281.8 million and 20.6 million patients with CRSwNP
worldwide and in China, respectively. Among them, 50% are refractory cases, and the recurrence
rate within three years after surgical treatment is as high as 55%.
Allergic asthma: the global number of allergic asthma patients rose from 471.3 million in 2018
to 520.7 million in 2024 and is expected to reach 560.6 million in 2030. China has a sizable
population of allergic asthma patients, with the number growing from 40.6 million in 2018 to 45.2
million in 2024, and is expected to reach 49.7 million in 2030. Patients with moderate-to-severe
allergic asthma account for approximately 50% of all allergic asthma patients.
Food allergy: The global number of patients with food allergy increased from 273.2 million
in 2018 to 361.8 million in 2024, and is expected to reach 456.7 million by 2030. In China, there
were approximately 159.1 million patients with food allergy in 2024, and this is expected to
increase to 181.6 million in 2030.
For details of the growth potential of market share of biologics in China and globally, please
refer to “Industry Overview”.
IgE is the core mechanism driving Type I hypersensitivity, which is triggered by allergens in
different organs and causes AR, allergic asthma, CSU, food allergy and other allergic diseases.
Anti-IgE antibody currently plays a pivotal role in the treatment of a variety of allergic diseases due
to its capabilities of achieving cascade of allergic reactions. Biologics are increasingly accepted by
doctors and patients as treatment options due to their superior safety and efficacy. Similar trend has
been observed in China, with anti-IgE therapy now being included in China’s clinical guidelines for
the diagnosis and treatment of AR and CSU.
Our clinical trial data, particularly from the head-to-head study against omalizumab,
demonstrate compelling evidence of superiority with fast onset of action, good efficacy, long-acting
and lower dosage.
We believe our continuous efforts in exploring new indications of LP-003 meeting patients’
needs for safe, effective, fast-acting, and long-lasting biopharmaceuticals, would secure our
sustainable development.
Key Product LP-005: first candidate discovered and developed from our unique platform, a
bi-functional complement antibody fusion protein
Our Key Product, LP-005, is a bi-functional antibody fusion protein targeting C5 and C3b
complement, being the first candidate discovered and developed from our Bi-functional Antibody
Development Platform. By simultaneously targeting both C5 and C3b, which mediates multiple
inflammatory pathways, the potential indications for LP-005 include various complement-mediated
autoimmune diseases, including PNH, complement-mediated kidney diseases (including IgAN,
C3G and LN), gMG, MAG-PN, ALS, and complement-related ophthalmic diseases.
Encouraging clinical trial results
Pre-clinical studies have shown that, compared with other complement inhibitors, being
commercialized or under development, targeting single or different targets, LP-005 demonstrates
better biological activity by inhibiting all three complement signaling pathways (classical pathway,
alternative pathway, and lectin pathway), targeting both C5 and C3b. For details on the mechanism
of action, please refer to “— Our Drug Candidates — Our Key Product: Bi-functional antibody
fusion protein targeting C5 and C3b complement (LP-005) — Mechanism of Action”.
We have obtained IND approvals in China for various indications, including PNH,
complement-mediated kidney diseases (including IgAN, C3G and LN), gMG, MAG-PN, and ALS.
We are currently conducting two Phase II clinical trials of LP-005 for PNH in China. From the data
of the ongoing Phase II clinical trial (CTR20242478), LP-005 has shown encouraging efficacy in
PNH patients. Two PNH patients who were previously treated with eculizumab but were not well
controlled, still have benefitted continuously from LP-005 treatment throughout the trial period.
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This interim analysis included 20 patients (10 per cohort) who completed 12 weeks of
treatment. Mean (SD) LDH at baseline was 2013.3 (1265.73) U/L in Cohort 1 (900 mg Q4W group)
and 1694.6 (724.34) U/L in Cohort 2 (1200 mg Q4W group). Mean (SD) Hb level at baseline was
65.0 (11.84) g/L in Cohort 1 and 63.5 (10.30) g/L in Cohort 2.
By Week 12, all 20 patients demonstrated positive clinical improvements. Mean (SD) LDH
reduced to 1276.4 (1781.76) U/L (by -49.39%) and 246.6 (56.94) U/L (by -82.52%) in Cohort 1 and
Cohort 2 respectively, and the LS Mean difference (95% CI) in LDH change from baseline is
-712.73 (-1433.18, 7.73) for Cohort 2 vs. Cohort 1. Additionally, Hb increases /H113502 g/dL from
baseline were observed in 9/10 patients (90%) in both cohorts, with 6/10 (60%) in each cohort
achieving Hb levels /H1135010 g/dL. As of the cutoff date, all patients 20/20 (100%) remained
transfusion-free. For details on LP-005’s clinical data, please refer to “— Our Pipeline — Our Key
Product: Bi-functional antibody fusion protein targetting C5 and C3b complement (LP-005) —
Summary of Clinical Trials of LP-005”.
Increasing market size with the indication expansion for complement-related diseases and
competitive strength of dual target
The use of complement inhibitors has brought landmark progress for many rare diseases, such
as PNH, and in recent years, the application of complement inhibitors has also gradually expanded
to common disease areas such as kidney diseases. According to Frost & Sullivan, driven by
increasing patient prevalence, and the emergence of new therapeutic modalities, the global and
China’s complement inhibitors market is projected to grow rapidly in the future. In particular,
prevalence for the following indications in China and globally is continually increasing:
PNH: the global incidence rate of PNH is approximately one to two cases per million,
affecting around 122,100 people worldwide in 2024.
IgAN: There are a large number of IgAN patients worldwide and in China, the number of
IgAN patients is approximately 9.6 million and approximately 2.3 million worldwide and in China
in 2024, respectively. High-risk IgAN patients are recommended to consider complement-targeted
therapy according to China’s “Expert Consensus on Diagnosis and Treatment of Complement-
Related Kidney Diseases” (΍ᗆ).
C3G: There are approximately 31,800 C3G patients in China in 2024.
LN: LN is one of the most severe complications of systemic lupus erythematosus, with
approximately 40% to 60% of systemic lupus erythematosus patients developing LN.
Unlike most complement inhibitor drugs in the market that focus on a single target, LP-005
simultaneously acts on two targets (both C5 and C3b) of the complement system, and can act on the
classical pathway, the alternative pathway and the lectin pathway.
Uncontrolled complement activation can cause or contribute to glomerular injury in multiple
kidney diseases. In complement-mediated kidney diseases, multiple complement pathways have
been shown to exhibit aberrant activation.
Multi-target complement inhibitors, acting simultaneously on multiple key nodes in the
complement cascade, block the complex pathological mechanisms of diseases in a more
comprehensive fashion, showing efficacy potential compared to single-target complement
inhibitors. This multi-dimensional intervention approach not only enhances the overall therapeutic
effect but also reduces the risk of drug resistance caused by the activation of alternative pathways
after a single pathway is blocked, ensuring more durable and stable efficacy.
Our proprietary Bi-functional Antibody Development Platform, featuring proprietary
processes and systematic methodologies that streamline the drug discovery process and
facilitate the development of our differentiated bi-functional antibody biologics
We have established a novel Bi-functional Antibody Development Platform leveraging our
proprietary antibody discovery and protein engineering technologies. This platform focuses on the
development of differentiated bi-functional antibody biologics, with a view to addressing the
limited therapeutic efficacy of single-target drugs, as well as the heightened costs, long duration and
heavy patient burden associated with developing drugs targeting multiple pathways. This platform
can be widely used to generate various bi-functional antibodies, which will help us implement new
treatment strategies in the fields of allergic diseases and autoimmunity.
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Leveraging our advanced and reliable proprietary technology platform, we are able to
continuously enrich our product pipeline. Our bi-functional antibody development strategy offers
structural flexibility, broad applicability, and high druggability, extending beyond traditional
antibody formats to include nanobodies, antibody fragments, receptors, regulatory proteins, and
engineered Fc. Based on our Bi-functional Antibody Development Platform, we have developed our
Key Product LP-005 and also developed LP-00A, a bi-functional antibody targeting allergic
diseases, LP-00C, a bi-functional antibody or fusion protein targeting B-cell mediated autoimmune
diseases, and LP-00D, a bi-functional antibody or fusion protein complement inhibitor optimized
for specific tissues/organs and indications. We will continue to leverage on this platform to design
and create new molecules with innovative mechanisms, thereby continuously enriching our product
pipeline.
LP-005 is the first product developed by our Bi-functional Antibody Development Platform.
The result of pre-clinical studies and Phase II clinical trial shows encouraging efficacy results.
Based on these technologies, we have filed multiple invention patents with various applications
including allergic diseases and autoimmune disorders, which are important therapeutic areas of our
pipeline products, in addition to our Key Product, LP-005.
We have been developing the following new drug candidates utilizing our Bi-functional
Antibody Development Platform:
LP-00A — Novel Bi-functional Autoimmune Antibody
We are committed to developing novel bi-functional autoimmune antibodies with different
mechanisms of action. LP-00A is a bi-functional antibody currently in the pre-clinical stage of
development. It focuses on the simultaneous inhibition of two key signal pathways. These two
signal pathways are key drivers of type 2 inflammation and are involved in a variety of allergic and
inflammatory diseases. The potential indications for LP-00A are allergic diseases or type 2
inflammatory diseases.
LP-00C — Novel Bi-functional B-cell Inhibitor
As the primary source of autoantibodies in autoimmune diseases, B-cell targeting offers a
broad therapeutic approach for conditions driven by pathogenic autoantibodies. LP-00C is a
bi-functional antibody or fusion protein currently in the early stages of R&D. The potential
indications for LP-00C include B lymphocyte-mediated autoimmune diseases.
LP-00D — Novel Bi-functional Complement Inhibitor optimized for specific organs and
indications
When targeting different tissues/organs and indications, specific optimizations based on the
target tissues/organs and indications are required to enhance druggability and patient compliance.
LP-00D is a bi-functional antibody or fusion protein complement inhibitor targeting both the
classical and alternative pathways, and it is optimized for specific tissues/organs and indications to
improve therapeutic efficacy and patient adherence.
A forward-looking leadership team backed by renowned shareholders.
Our co-founder, Dr. Sun, is one of the serial successful entrepreneurs in the biopharmaceutical
industry with proven track records of successful biopharmaceutical development in both China and
the United States. Dr. Sun was a shareholder of Tanox Inc., a biotech company established in Texas,
the United States in 1986 and listed on the NASDAQ Stock Market in 2000. He co-founded
PharMab in 2001 and our Company in 2020. Dr. Sun obtained a Ph.D. from the Iowa State
University in the United States and has over 55 years of experience in biomedical R&D. He has
published more than 30 research papers in leading chemistry and medicinal chemistry journals and
has been granted 30 patents, including 16 registered in the United States and 12 patents registered
in the PRC. He was the main inventor behind the groundbreaking first-generation anti-IgE antibody,
omalizumab (marketed as Xolair®), which emerged as a blockbuster in asthma and allergic
diseases, and F-627/Long-acting granulocyte colony-stimulating factor (G-CSF) (marketed as
Benegrastim, Ryzneuta®). Dr. Sun’s industry insights and vision are crucial to our continuous
innovation.
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In addition, Dr. Liu, our co-founder, has over 15 years of experience in R&D and
commercialization of biopharmaceutical drugs. Dr. Liu played a pivotal role in both domestic and
international development programs of several drugs. Notably, Dr. Liu was deeply involved in the
development of a long-acting G-CSF (marketed as Ryzneuta®), which successfully completed
phase III clinical trials globally and received market approval from the FDA in the United States
and the NMPA.
We have established a senior R&D management team with extensive industry experience and
a track record of success in drug discovery, clinical development and registration process. As of the
Latest Practicable Date, our R&D team consisted of 72 members, and more than half of them hold
master’s or doctoral degrees. Our R&D team is extensively involved in all stages of our drug
development, including drug discovery, pre-clinical drug research, drug manufacturing, formulation
development, clinical research, and regulatory and/or registration submissions.
In addition to our experienced management team, we benefit greatly from the strong support
of our strategic investors, including Oriental Fortune Capital, Qiming V entures, Highlight Capital
and TruMed. We believe that our relationship with those healthcare-focused investors will further
strengthen our industry resources and connections to the biopharmaceutical industry in China and
worldwide.
OUR DEVELOPMENT STRATEGIES
We aspire to be a biopharmaceutical company committed to and focus on in-house discovery
and development of innovative biopharmaceuticals targeting allergic, complement-mediated and
autoimmune diseases. We are committed to (i) researching and developing long-acting, high affinity
and bi-functional innovative biologic therapies for allergic diseases and autoimmune diseases with
our unique technology platforms; and (ii) providing patients with safe, effective, convenient and
economical long-term medication solutions. We intend to execute the following strategies to
achieve our aspiration and mission.
Accelerating the clinical development of our Core Product LP-003 to achieve timely regulatory
approval while expanding into additional indications
We are committed to developing biologic drugs for under-treated diseases. We plan to
accelerate the clinical development of our Core Product, LP-003, for commercialization and further
indication expansion, fully unleashing the commercial and clinical value of our product pipeline. In
particular:
For seasonal AR : we are conducting a registrational Phase III clinical trial of LP-003 for
seasonal AR. We plan to complete the Phase III clinical trial in the second quarter of 2026 and
submit a BLA application to the NMPA in or before the third quarter of 2026.
For CSU : we are conducting Phase II clinical trial of LP-003 for CSU. We plan to complete
the Phase II clinical trial and commence Phase III clinical trial in or before the second quarter of
2026.
For other indications : we are advancing LP-003’s clinical trials in China for other allergic
diseases, including (i) a Phase II clinical study for allergic asthma, (ii) a Phase II clinical trial for
CRSwNP , and (iii) Phase II clinical trials for other allergic diseases. We have completed enrollment
of the first patient for Phase II clinical trial for allergic asthma, and the Phase II clinical trials for
other allergic diseases are expected to commence in the fourth quarter of 2026.
For commercialization of our Core Product, LP-003, we intend to seek cooperation with CSOs
or established pharmaceutical company with strong sales capabilities in the fields of respiratory,
rhinitis and allergies to unleash the commercial value of LP-003. In order to better support our sales
effort, we will also establish a lean but efficient sales and marketing team with medical and
scientific background to maximize product coverage and accelerate the market acceptance in China.
Advance the clinical trials of our Key Product LP-005 steadily
We will leverage the advantages of dual-function complement inhibitors to steadily advance
the clinical program for LP-005 and gradually expand LP-005’s indications to include complement-
mediated kidney diseases in order to capture a larger market share.
For PNH : we are currently conducting two Phase II clinical trials for LP-005 in PNH, and we
expect to complete the first Phase II clinical trial by the fourth quarter of 2028.
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For other indications : we will initiate a Phase II clinical trial in China for complement-
mediated kidney diseases and a Phase II clinical trial in China for moderate-to-severe periodontitis
in or before the fourth quarter of 2026.
Continuously enhance our R&D capabilities and enrich our pipeline based on our unique
platforms
Supported by our core platforms, namely High-Affinity Antibody Discovery Platform and
Bi-functional Antibody Development Platform, we are able to continuously discover and enrich our
pipeline candidates. Our High-Affinity Antibody Discovery Platform produces antibodies with
significantly improved affinities that surpass traditional methods. Our Bi-functional Antibody
Development Platform offers structural flexibility, broad applicability, and high druggability,
extending beyond traditional antibody formats to include nanobodies, antibody fragments,
receptors, regulatory proteins, and engineered Fc. We have achieved significant milestones since
inception, and we will continue to strengthen these capabilities. We have developed several
bi-functional drug candidates, such as LP-00A, LP-00C and LP-00D, and plan to continue
developing these candidates further. For LP-00A, we plan to submit IND application with potential
allergic diseases or autoimmune diseases. For LP-00C, we plan submit IND application with
potential indications including B-cell mediated autoimmune diseases. For LP-00D, we plan submit
IND application with potential indications including complement related autoimmune diseases.
Additionally, we plan to actively invest in internal R&D to seize market opportunities and identify
and develop bi-functional antibody/fusion protein drug candidates.
Explore market potential through partnership
The promising pre-clinical and clinical results have demonstrated a safe profile and better
efficacy of LP-003 for a broad range of allergic diseases. We are currently focusing on the clinical
development of LP-003 in the PRC. As more clinical data becomes available, we will further
evaluate the costs and benefits of developing LP-003 in foreign jurisdictions. If we decide to pursue
overseas market opportunities, we will consider collaborating with overseas partners for the
development and commercialization of LP-003.
We plan to continue actively exploring business collaboration opportunities with leading
industry peers, accelerate our development progress, and maximize the clinical and commercial
value of our candidate drugs in other target markets, especially in allergic diseases and autoimmune
diseases. For instance, we may seek strategic cooperation with multinational pharmaceutical
companies through out-licensing arrangements of our overseas rights as and when appropriate.
Meanwhile, we intend to optimize our business development team, continuously and closely
monitor and follow up on the latest clinical needs and seek business opportunities.
Continue to retain and recruiting top talents
We place a high priority on selecting and retaining talents. To sustain our continual growth,
we will continue to recruit top professionals skilled in R&D, clinical development, and
commercialization of pharmaceuticals. Our experienced leadership team, strong track record,
competitive compensation and robust training and development program have enabled us to attract
and retain highly talented professionals with a passion for building a career in the
biopharmaceutical industry.
OUR PRODUCTS AND PIPELINE
Utilizing our expertise in developing drugs and leveraging our two proprietary technology
platforms, namely High-Affinity Antibody Discovery Platform and Bi-functional Antibody
Development Platform, and our strong R&D capabilities, we have independently developed drugs
targeting allergic and autoimmune diseases. Our Core Product, LP-003, is an anti-IgE antibody with
novel sequencing. LP-003 is targeted to treat allergic diseases, including seasonal AR, CSU, allergic
asthma and other allergic diseases. Our Key Product, LP-005, is a bi-functional antibody fusion
protein targeting C5 and C3b complement used for PNH, complement-mediated kidney diseases,
which includes IgAN, C3G, LN, as well as gMG, MAG-PN and ALS.
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Our Core Product LP-003 and our Key Product LP-005 are under clinical development with
IND approvals from CDE. For LP-003, we have completed Phase I clinical trial in healthy subjects
and Phase II clinical trial for seasonal AR in China. Currently, the seasonal AR indication is
undergoing Phase III clinical trial in China and we plan to submit BLA to the NMPA in or before
the third quarter of 2026. For CSU, we are conducting Phase II clinical trial in China, which is
designed to be a head-to-head comparison with omalizumab. We expect to commence Phase III
clinical trial in or before the second quarter of 2026. We received IND approval for LP-003 for food
allergy in November 2024 and for CRSwNP in March 2024.
For LP-005, we obtained IND approval for various indications, including PNH, complement-
mediated kidney diseases (including but not limited to IgAN, C3G and LN), gMG, MAG-PN, and
ALS. We are currently conducting two Phase II clinical trials in China to evaluate the efficacy of
LP-005 in the treatment of PNH and a Phase II clinical trial for complement-mediated kidney
diseases in China. It is expected that we will further explore the application of LP-005 in other
complement-related diseases, including but not limited to gMG, MAG-PN and ALS.
In addition to our Core Product and Key Product, we are developing LP-00A, a bi-functional
antibody targeting allergic diseases, LP-00C, a bi-functional antibody or fusion protein targeting
B-cell mediated autoimmune diseases, and LP-00D, a bi-functional antibody or fusion protein
complement inhibitor optimized for specific tissues/organs and indications.
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The following pipeline chart summarizes the development status of our selected drug candidates as of the Latest Practicable Date:
Product Target/
Mechanism Indication
Pre-clinical/
IND
Enabling
Phase I Phase II Phase III BLA
Key
Regulatory
Authorities
Rights
Allergic diseases
IgE
Global
NMPA
NMPA
NMPA
NMPA
NMPA
Autoimmune diseases
C5xC3b
Global
PNH NMPA
Complement-
mediated kidney
diseases
NMPA
Other
complement
related indications
(2)
NMPA
Upcoming Milestones
Phase III clinical trial completion: 1st half of 2026
BLA submission: in or before 3rd quarter of 2026
Phase II clinical trial completion: 1st half of 2026
Phase II clinical trial completion: in or before 4th quarter
of 2027
Phase II clinical trial commencement: in or before
4th quarter of 2026
Phase II clinical trial commencement:  in or before
4th quarter of 2026
Phase II clinical trial commencement: in or before
4th quarter of 2026
Phase II clinical trial completion: in or before 4th quarter
of 2028
Phase II clinical trial commencement: in or before
4th quarter of 2026
LP-005 (3)
LP-003
★ Our Core Product
☆ Our Key Product
Abbreviations: IgE = immunoglobulin E; AR = allergic rhinitis; CSU = chronic spontaneous urticaria; CRSwNP = chronic rhinosinus itis with nasal polyps; PNH = paroxysmal nocturnal hemoglobinuria.
(180 patients enrolled)
(202 patients enrolled)
(one patient enrolled)
(150 patients to be enrolled)
(546 patients enrolled)
CSU (no severity
restriction)
Allergic asthma
(moderate to severe)
CRSwNP (no severity
restriction)
Seasonal AR
(moderate to severe)
Other allergic
diseases(1) (no severity
restriction)
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Notes:
(1) As of the Latest Practicable Date, we have also obtained IND approvals for LP-003 for other indications including
atopic dermatitis, allergic bronchopulmonary aspergillosis (“ ABPA”) and food allergy.
(2) As of the Latest Practicable Date, we have also obtained IND approvals for LP-005 for other indications that are
driven by the complement system, including gMG, a rare autoimmune disorder that creates a fluctuating weakness
of the voluntary muscles due to disrupted neuromuscular transmission where a major drive of gMG pathology is
represented by complement activation; MAG-PN, a condition where the immune system mistakenly attacks the
nerves, leading to weakness and numbness and the complement activation is involved in the pathogenesis in
MAG-PN; ALS, a progressive neurodegenerative disease that affects motor neurons in the brain and spinal cord,
leading to muscle weakness, atrophy, and eventually loss of voluntary movement, in which components of the
complement system contribute to the onset and progression of its motor phenotypes; and periodontitis, a serious gum
infection that damages the soft tissue and bone supporting the teeth, often resulting from untreated gingivitis.
(3) As of the Latest Practicable Date, we have an out-licensing agreement ongoing for LP-005. For details, please refer
to “— Research and Development — Collaboration with Third Parties — Out-license arrangement with Party A”.
(4) Based on our Bi-functional Antibody Development Platform, we have also developed LP-00A, a bi-functional
antibody targeting allergic diseases, LP-00C, a bi-functional antibody or fusion protein targeting B-cell mediated
autoimmune diseases, and LP-00D, a bi-functional antibody or fusion protein complement inhibitor optimized for
specific tissues/organs and indications. For details, see “— Our Other Drug Candidates — LP-00A — Novel
Bi-functional Autoimmune Antibody,” “— LP-00C — Novel Bi-functional B-cell Inhibitor” and “LP-00D —
Bi-functional Complement Inhibitor optimized for specific tissues/organs and indications.”
(5) We have developed LP-001, a long-acting cytokine drug for treatment of various types of anemia, and completed
Phase I clinical trial in healthy subjects. Its safety profile has been confirmed. As part of our strategic planning,
LP-001 is regarded as a non-pipeline product and will be developed on a deferred basis.
(6) All product candidates were developed internally by us, and we retain all commercial rights to these pipeline product
candidates.
(7) For the Phase I clinical trial (dose escalation) of LP-003, a total of 60 healthy subjects had been enrolled, and the
clinical trial was completed in March 2024. For the Phase I clinical trial (single administration) of LP-003, a total
of twelve healthy subjects have been enrolled.
OUR PIPELINE
Our Core Product: Anti-IgE Antibody (LP-003)
Overview
LP-003 is an anti-IgE antibody with novel sequencing. LP-003 is targeted to treat allergic
diseases, including seasonal AR, CSU, allergic asthma, CRSwNP and food allergy. The primary
function of LP-003 is to block free IgE in blood and tissues, and thus inhibiting the occurrence of
IgE-driven allergic reactions. LP-003 has the capability to bind free IgE and prohibit those free and
excessive IgE from binding to the high-affinity IgE receptor, Fc /H9255RI.
IgE is the core mechanism driving Type I hypersensitivity. Type I hypersensitivity triggered
by allergens in different organs causes seasonal AR, allergic asthma, CSU, food allergy and other
allergic diseases. Anti-IgE antibody currently plays a pivotal role in the treatment of a variety of
allergic diseases due to its capabilities of achieving cascade of allergic reactions. Anti-IgE therapy
has been included in Chinese guidelines for the diagnosis and treatment of seasonal AR and CSU.
Our LP-003 could be applied in treating various allergic diseases, such as CSU, seasonal AR,
CRSwNP , allergic asthma, and other allergic diseases.
Omalizumab is the only anti-IgE antibody drug marketed globally. Since its launch in 2003,
its sales revenue has continued to grow. According to Frost & Sullivan, the global sales of
omalizumab exceeded US$4.4 billion in 2024.
As at the Latest Practicable Date, we have initiated eight clinical trials in China for LP-003,
of which two have been completed and the other six are still ongoing. In the interim analysis results
of the Phase II clinical trial for CSU, LP-003 demonstrated promising efficacy (fast onset of action,
good efficacy and long-acting) in the treatment of CSU. In addition, LP-003 showed favorable
efficacy and safety profile in its Phase II clinical trial in China for moderate-to-severe seasonal AR
that is inadequately controlled by standard treatment. A Phase III clinical trial for the treatment of
seasonal AR is currently underway in China.
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The following table outlines the key R&D milestones for LP-003:
Seasonal AR CSU Allergic Asthma
IND approval /H1118/H1118/H1118/H1118/H1118/H1118Obtained IND approval
in March 2023
Obtained IND approval
in March 2022
Obtained IND approval
in February 2024
Phase I Clinical
Trial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Enrolled the first healthy subject in a Phase I dose-escalation trial in
China in July 2022 and such dose-escalation trial has been completed
in March 2024
 Enrolled the first healthy subject in a single-dose, single-administration
study in China in October 2024. As of the Latest Practicable Date, 12
healthy subjects have been enrolled, achieving the research enrollment
target. We expect to complete the clinical trial in or before the second
quarter of 2026
Phase II Clinical
Trial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Enrolled the first
patient in July 2023,
was completed in
August 2024
Enrolled the first
patient in January
2024, with 202
patients being
enrolled, achieving
the research
enrollment target
Enrolled the first
patient in January
2025
Phase III Clinical
Trial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Enrolled the first
patient in July 2024.
As of the Latest
Practicable Date, 546
patients being
enrolled, achieving
the research
enrollment target
//
Source: NMP A Drug Clinical Trial Registration and Information Disclosure Platform; Company’ s data
Mechanism of Action
Allergic diseases are inflammatory conditions caused by the immune system’s adverse
response to typically harmless substances (allergens) such as dust mites, pollen, and food proteins.
Common allergic diseases include allergic asthma, CSU, seasonal AR, CRSwNP , and food allergies.
IgE binds to receptors through its Fc segment, activates downstream signaling pathways, and
triggers inflammatory responses. In different indications such as seasonal AR, CSU, allergic
asthma, CRSwNP , and food allergy, the clinical manifestations vary, but all involve IgE-dependent
inflammatory cascades. Being a common target in various allergic diseases, IgE plays a pivotal role
in the cascade of allergic reactions.
Below is a diagram illustrating how allergens stimulate the production of IgE and IgE-driven
allergic response in human body:
Source: Literature review
Anti-IgE antibodies are biologics targeting IgE, whose mechanism of action is mainly
associated with Type I hypersensitivity (immediate hypersensitivity). Anti-IgE antibodies bind to
the CH3 domain of free IgE, preventing IgE from cross-linking with the high-affinity Fc /H9255RI
receptors on the surface of mast cells and basophils, thus inhibiting cell degranulation and the
release of allergic mediators such as histamine and leukotrienes.
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Anti-IgE antibody plays an important role in the treatment of a variety of allergic diseases.
By blocking free IgE, LP-003 inhibits the IgE-driven Type I hypersensitivity pathway, regulates
downstream inflammatory cascades, and is able to be applied in the treatment of various allergic
diseases.
Below is a diagram illustrating mechanism of LP-003:
Source: Company’ s data
Market Opportunities and Competition
Our LP-003’s market opportunities and competitiveness derive from the following major
factors:
Allergic diseases market scale
Allergic diseases are prevalent worldwide affecting a substantial portion of the global
population. According to Frost & Sullivan, approximately 40% and 37% of the population are
affected by one or more allergic disorder globally and in China, respectively. According to Frost &
Sullivan, the global allergic disease drugs market has grown from US$42.8 billion in 2018 to
US$68.8 billion by 2024, at a CAGR of 8.2%; and is estimated to reach US$111.4 billion by 2030,
at a CAGR of 8.4% during this period. It is estimated that the global market share of biologics will
increase from 40.4% in 2024 to 61.3% in 2030. In China, the allergic disease drugs market is
estimated to grow from US$3.8 billion in 2018 to US$8.1 billion by 2024, at a CAGR of 13.3%;
and is estimated to reach US$22.9 billion by 2030, at a CAGR of 19.0% during this period. It is
estimated that the market share of biologics in China will increase from 19.8% in 2024 to 54.1%
in 2030.
Current treatment and limitations
With the increasing popularity of biologics in the treatment of allergic diseases, the market
size of anti-IgE antibody drugs has been growing rapidly. According to Frost & Sullivan, the market
size of anti-IgE antibody drugs globally grew from US$3.0 billion to US$4.5 billion from 2018 to
2024. It is expected to continue to grow to US$9 billion by 2030, growing at a CAGR of 12.5%
during the period. In China. the market size of anti-IgE antibody drugs grew from RMB10.0 million
to RMB2.0 billion from 2018 to 2024. It is expected to continue to grow to RMB12.1 billion by
2030, growing at a CAGR of 35.5% during the period. We believe that the market for our LP-003
will continue to expand and to cope with the growing demand for treatment of different allergic
diseases.
For treatment methods, more patients are proactively seeking precise treatment options during
the past decades rather than relying solely on traditional palliative medications, driving a shift in
treatment demand from short-term symptom control to long-term disease management. Biologics
are increasingly accepted by doctors and patients as treatment options due to their superior safety
and efficacy. Similar trend has been observed in China, with anti-IgE therapy now included in
China’s clinical guidelines for the diagnosis and treatment of AR and CSU.
The application of anti-IgE antibody drugs is extensive and not limited to indications such as
AR, CSU, or allergic asthma. The first-generation anti-IgE antibody, omalizumab, has already been
introduced into clinical practice and been successfully commercialized in 2003 for treatment of
asthma and subsequently approved for treatment of CSU, CRSwNP and food allergy. According to
Frost & Sullivan, global sales of omalizumab surpassed US$4.5 billion in 2024. Despite the
substantial sales recorded by omalizumab, the market still offers limited choices for approved
anti-IgE antibody therapies. For example, omalizumab’s approved indications in China are currently
confined to allergic asthma and CSU. There remains significant unmet demand for anti-IgE
antibodies targeting other IgE-driven conditions and therefore creates huge market opportunities for
our LP-003 after its commercialization.
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We believe there is an urgent need for novel treatment options to enhance the current anti-IgE
antibody treatment landscape. With the further expansion of application of anti-IgE antibody drugs
and further implementation of medical promotion and market education, we believe the market size
of anti-IgE antibody drugs for the treatment of allergic diseases will expand further.
Market opportunities, our competitive landscape and our competitors in respective indications
The following sets out the competitive landscape according to each major indication of
LP-003:
AR: AR is a common chronic condition of the nasal mucosa caused by an overreaction of the
immune system to environmental allergens like pollen and dust mites, affecting a substantial portion
of the global population. According to Frost & Sullivan, there are a large number of AR patients
around the world, and its prevalence has grown from 1.3 billion patients in 2018 to 1.4 billion
patients in 2024, with a CAGR of 1.5%. In China, prevalence of AR has grown from 232.7 million
patients in 2018 to 245.5 million patients in 2024, with a CAGR of 0.9%. With the increasing
prevalence of AR, the number of AR patients around the world is expected to reach 1.5 billion in
2030 at a CAGR of 1.0% and the number of AR patients in China is expected to reach 261.1 million
in 2030 at a CAGR of 1.0%. Amongst these figures, moderate to severe AR patients account for
about 65% of total number of AR patients around the world in 2024. The prevalence of moderate
to severe AR has grown from 816.8 million in 2018 to 890.4 million in 2024, with a CAGR of 1.5%.
With the increasing prevalence of AR, the number of moderate to severe AR patients around the
world is expected to reach 946.1 million in 2030. The main treatment options for AR include
medication, allergen immunotherapy, surgery and nasal irrigation. Drugs including antihistamines,
glucocorticoids, leukotriene receptor antagonists and mast cell stabilizers, are available for patients
with different degrees of the disease.
According to Frost & Sullivan, commonly used therapeutic medications for AR are divided
into first-line treatment drugs and second-line treatment drugs. First-line treatment drugs include
nasal glucocorticoids, 2nd-generation nasal and oral antihistamines, and leukotriene receptor
antagonists. Second-line treatment drugs include oral glucocorticoids, oral and nasal mast cell
stabilizers, nasal decongestants and nasal anticholinergic drug. However, the effectiveness of these
medications is limited. According to Frost & Sullivan, approximately 60% of seasonal AR patients
having limited efficacy after receiving 2nd-generation nasal or oral antihistamine and nasal
glucocorticoids treatments. Moreover, approved treatment options and effectiveness of currently
available drugs targeting moderate to severe AR patients are limited, and there has not been any
approved biologic therapy medications for AR available in China until late 2024. As of the Latest
Practicable Date, there is only one monoclonal antibody drug that has been approved for AR by
NMPA in China. According to Chinese guideline for diagnosis and treatment of AR (2022, revision),
meta-analysis has shown omalizumab’s good efficacy in treating severe AR and it is clinically
recommended. However, this biologic therapy is not yet approved for AR treatment in China.
Therefore, we anticipate that LP-003 will serve as an alternative option for seasonal AR patients,
addressing the need for biologic therapy medication for seasonal AR in China.
CSU: CSU is an immune-related skin condition characterized by recurrent wheals and itching,
affecting many patients worldwide. According to Frost & Sullivan, the prevalence of CSU patients
globally has grown from 65.5 million in 2018 to 69.7 million in 2024, with a CAGR of 1.1%. With
the increasing prevalence of CSU, the number of CSU patients around the world is expected to
reach 73.5 million in 2030 at a CAGR of 0.9%. In China, the prevalence of CSU patients has grown
from 22.6 million in 2018 to 26.1 million in 2024, with a CAGR of 2.5%. With the increasing
prevalence of CSU, the number of CSU patients in China is expected to reach 29.7 million in 2030
at a CAGR of 2.1%.
Despite that the pathogenesis is not fully understood, autoimmune reactions triggered by IgE,
high-infinity IgE receptors or IgE dependent type I allergic reactions are considered to be the main
causes of CSU. According to Frost & Sullivan, the main treatment option for CSU is medication,
with 2nd generation antihistamines being the background therapy. However, according to expert
consensus on practical aspects in the treatment of chronic urticaria in 2023, up to 42.2% of patients
do not achieve effective control of their symptoms after receiving one year of treatment with
2nd-generation antihistamines. According to guideline for diagnosis and treatment of urticaria in
China (2022), in cases for patients whose symptoms cannot be effectively controlled with high-dose
of 2nd-generation antihistamines, treatment with omalizumab is recommended. According to Frost
& Sullivan, omalizumab is one of the few biologic monoclonal antibody drugs approved for CSU
by FDA and NMPA as well as included in the Chinese Guidelines for the Diagnosis and Treatment
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of Urticaria, for situations where 2 nd-generation antihistamine treatment is not effective for CSU.
We expect that, once approved and commercialized, our LP-003 will serve as an alternative
biologics option for CSU patients, addressing the need for biologic therapy medication for CSU in
China.
Allergic Asthma : Allergic asthma is a common chronic inflammatory disease of the airways
triggered by inhaled allergens. According to Frost & Sullivan, the prevalence of allergic asthma was
approximately 471.3 million worldwide and 40.6 million in China, respectively, in 2018. With the
increasing prevalence, the number of allergic asthma patients worldwide is expected to reach 520.7
million in 2024 and further grow to 560.6 million in 2030 at a CAGR of 1.2%, and such prevalence
in China is expected to reach 45.2 million in 2024 and further grow to 49.7 million in 2030 at a
CAGR of 1.6%.
According to Frost & Sullivan, the main treatment options for allergic asthma include
chemical drugs medication (such as glucocorticoid and /H92522 receptor agonists), allergen-specific
immunotherapy and biological agent medication. According to Frost & Sullivan, as of the Latest
Practicable Date, there are six monoclonal antibody drugs approved for allergic asthma by FDA and
six monoclonal antibody drugs approved for allergic asthma by NMPA in China. The biological
agents currently used clinically for the treatment of allergic diseases mainly include omalizumab
and dupilumab. According to the Chinese Guidelines for the Diagnosis and Treatment of Allergic
Asthma, inhaled glucocorticoids and /H92522 receptor agonists are considered the first-line treatment for
allergic asthma. Omalizumab is the first biologic therapy introduced for asthma treatment,
specifically targeting key immune pathways to deliver significant clinical benefits in patients with
severe allergic asthma.
At present, the overall control level of asthma in China is not satisfactory. According to a
study on progress and challenges in asthma management in China, the overall asthma control rate
in urban areas of 30 provinces and cities in China in was only 28.5%, and the uncontrolled rate of
severe asthma is as high as 44%. According to Frost & Sullivan, moderate to severe allergic asthma
patients account for about 50% of patients with allergic asthma globally and in China. There are a
large number of moderate to severe allergic asthma patients around the world, and its prevalence
has grown from 235.6 million in 2018 to 260.4 million in 2024, with a CAGR of 1.7%. With the
increasing prevalence of moderate to severe allergic asthma, the number of moderate to severe
allergic asthma patients around the world is expected to reach 280.3 million in 2030 at a CAGR of
1.2%. There are a large number of moderate and severe allergic asthma patients in China, and its
prevalence has grown from 20.3 million in 2018 to 22.6 million in 2024, with a CAGR of 1.8%. The
number of moderate and severe allergic asthma patients in China is expected to reach 24.9 million
in 2030 at a CAGR of 1.6%. These severe asthma patients are expected to occupy most of the
medical resources and medical expenses amongst all asthma patients. Therefore, we expect a more
effective therapeutic option to be highly demanded in the market, and we intend for our LP-003 to
serve as an alternative, addressing the need for biologic therapy medication for allergic asthma in
China.
CRSwNP : CRSwNP is a chronic inflammatory condition of the nasal cavity and paranasal
sinuses characterized by the formation of nasal polyps. According to Frost & Sullivan, there are a
large number of CRSwNP patients globally, and its prevalence has grown from 252.7 million in
2018 to 281.8 million in 2024, with a CAGR of 1.8%. With the increasing prevalence of CRSwNP ,
the number of CRSwNP patients around the world is expected to reach 311.7 million in 2030 at a
CAGR of 1.7%. In China, the prevalence of CRSwNP patients has grown from 19.1 million in 2018
to 20.9 million in 2024, with a CAGR of 1.5%. With the increasing prevalence of CRSwNP , the
number of CRSwNP patients in China is expected to reach 22.3 million in 2030 at a CAGR of 1.1%.
Despite the pathogenesis not being fully understood, the cause of CRSwNP involves a
combination of epithelial barrier dysfunction, type 2 immune responses, and potential pathogenic
involvement, leading to chronic inflammation and polyp formation in the nasal cavity. According
to Frost & Sullivan, the treatment of CRSwNP includes pharmacological therapy, surgical options,
and biologic therapies. Initially, all patients should undergo first-line medical therapy, such as nasal
irrigation and corticosteroids, to reduce inflammation and polyp size, with surgery or biologics
considered for additional symptom control if necessary. Long-term corticosteroid use may lead to
side effects such as osteoporosis and hyperglycemia, and there is a high risk of recurrence after
withdrawal. According to Frost & Sullivan, as of the Latest Practicable Date, there are four
monoclonal antibody drugs approved for CRSwNP by FDA and four monoclonal antibody drugs
approved for CRSwNP by NMPA in China. We expect that once LP-003 is approved for
commercialization, it will serve as an alternative treatment option for CRSwNP patients requiring
biologic therapy in China.
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Food Allergy : Food allergy is a condition caused by an abnormal immune response to dietary
components, usually proteins, which can be triggered through IgE-driven, non-IgE driven, or a
combination of both mechanisms. According to Frost & Sullivan, there are many food allergy
patients around the world, and its prevalence has grown from 273.2 million patients in 2018 to
361.8 million patients in 2024, with a CAGR of 4.8%. With the increasing prevalence of food
allergy, the number of food allergy patients around the world is expected to reach 456.7 million in
2030 at a CAGR of 4.0%. In China, its prevalence has grown from 133.3 million in 2018 to 159.1
million in 2024, with a CAGR of 3.0%. With the increasing prevalence of food allergy, the number
of food allergy patients around in China is expected to reach 181.6 million in 2030 at a CAGR of
2.2%.
The main treatments for food allergies include allergen avoidance, medication, and allergen-
specific immunotherapy. Conventional medications may include antihistamines, glucocorticoids, or
epinephrine; however, long-term use of these medications, particularly glucocorticoids, can lead to
significant adverse effects. Additionally, epinephrine must be administered immediately upon the
onset of symptoms and may require patient training or timely access. New biological agents provide
an effective alternative for patients who do not respond to conventional therapies, offering
long-term symptom relief through subcutaneous injection. As of the Latest Practicable Date,
omalizumab is the only biologic monoclonal antibody drug approved for food allergy by FDA. As
of the Latest Practicable Date, there are no approved biologic medication for food allergy for
marketing in China. We expect LP-003, after being approved for commercialization, to be the first
biologic drug to respond to market demand of biologic therapy medication for food allergy in China.
Our Competitors
According to Frost & Sullivan, as of the Latest Practicable Date, there is only one anti-IgE
antibody original drug approved by the FDA and the NMPA.
Drug Name Brand Name Company Indication
Approval
Authorities Approval Date
Omalizumab /H1118/H1118/H1118Xolair Novartis/Roche Food allergy FDA February 16,
2024
CRSwNP FDA December 1,
2020
CSU FDA March 21, 2014
Moderate to
severe asthma
FDA June 20, 2003
CSU NMPA April 8, 2022
Allergic asthma NMPA August 24, 2017
As of the Latest Practicable Date, according to Frost & Sullivan, there are seven anti-IgE
antibody original candidates at clinical stage.
Drug Code Company Indications Clinical Stage
Latest
Update Date
Regulatory
Authorities
Omalizumab /H1118/H1118Novartis/Roche Seasonal AR Phase III January 12, 2026 FDA
COPD Phase II February 17,
2026
FDA
FB825 /H1118/H1118/H1118/H1118/H1118/H1118Oneness Biotech Atopic
dermatitis
Phase II September 22,
2025
FDA
Allergic asthma Phase II May 28, 2024 FDA
YH35324 /H1118/H1118/H1118/H1118Y uhan Corporation CSU Phase II April 15, 2026 FDA
Lesigercept
(YH35324) /H1118
Y uhan Corporation CSU Phase II April 9, 2026 NMPA
Exl-111 /H1118/H1118/H1118/H1118/H1118Excellergy Allergic diseases Phase I February 19,
2026
FDA
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Drug Code Company Indications Clinical Stage
Latest
Update Date
Regulatory
Authorities
UB-221 /H1118/H1118/H1118/H1118/H1118United BioPharma CSU Phase I May 13, 2022 FDA
CSU Phase II September 11,
2025
NMPA
LP-003 /H1118/H1118/H1118/H1118/H1118LongBio Pharma Allergic asthma Phase II February 13,
2025
NMPA
Seasonal AR Phase III December 20,
2025
NMPA
CSU Phase II February 9, 2025 NMPA
CRSwNP Phase II December 24,
2025
NMPA
JYB1904/
Ozureprubart /H1118
Jiangsu Jiye
Biopharmaceutical
/RAPT
Therapeutics
CSU Phase III February 6, 2026 NMPA
Allergic asthma Phase II December 16,
2025
NMPA
AR Phase II March 10, 2026 NMPA
Food Allergy Phase II May 4, 2026 FDA
For details, see “Industry Overview — Overview of Global Anti-IgE Antibody Drug Market
— Competitive landscape of anti-IgE antibody”.
Competitive Advantages
LP-003, is an anti-IgE antibody with novel sequencing. Our LP-003 has the competitive
advantages over other anti-IgE antibody drugs, such as omalizumab:
Encouraging clinical data
(a) LP-003 Phase II clinical trial for CSU
Our Phase II clinical trial for CSU is a randomized, double-blind, positive-controlled
head-to-head comparison clinical study with omalizumab. Based on the published topline
data, LP-003 demonstrated promising efficacy (lower dosage, fast onset of action, good
efficacy and long-acting) in the treatment of CSU. Clinical analysis revealed the following:
(i) Faster onset of action: The proportion of patients who are in the LP-003 treatment
group and have achieved complete control of wheals and itching (UAS7 = 0)
(Urticaria Activity Score) at week 4 increased compared with those in the
omalizumab treatment group. LP-003 treatment group recorded a 35.0% portion of
patients achieving complete control for 200 mg dosage treatment of LP-003 once
every eight week, while 20.0% of patients who are in the omalizumab treatment
group achieved complete control for 300 mg dosage treatment of omalizumab once
every four week.
(ii) Better efficacy: As compared with that of the omalizumab group, the LS Mean
change from baseline in patients’ UAS7 at week 12 after treatment in the LP-003
200 mg Q8W group was reduced by 4.78 points (p=0.0137). The LS Mean change
from baseline in UAS7 at week 12 was -23.15, -26.63, -24.74, -21.85, and -13.98
in the LP-003 100 mg Q8W, LP-003 200 mg Q8W, LP-003 200 mg Q4W,
omalizumab, and placebo groups, respectively.
For details on LP-003’s clinical data, please refer to “— Our Pipeline — Our Core
Product: Anti-IgE Antibody (LP-003) — Summary of Clinical Trials of LP-003”.
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(iii) LP-003 shows better efficacy in Phase II clinical trial for seasonal AR: LP-003 is
in Phase III clinical trial for the indication of seasonal AR. The Phase II clinical
trial for seasonal AR demonstrates improved efficacy of LP-003 compared to
placebo group when added to SoC treatment. For patients with moderate to severe
seasonal AR who are poorly controlled by standard treatment, LP-003 injection can
reduce the subjects’ total nasal symptom score (TNSS), daily nasal symptoms and
rescue medication treatment score (DNSMS), and daily ocular symptom and rescue
medication treatment scores (DNOMS) during the pollen peak period compared
with the placebo group, based on background therapy. Clinical data revealed the
following:
(a) Total nasal symptom scores (TNSS) during the peak pollen season (PPP) : Based
on background therapy, the LP-003 treatment group showed an improvement in
TNSS of approximately -0.62 to -1.0 compared with the placebo group. (b) Daily
nasal symptom and rescue medication treatment scores (DNSMS) during the peak
pollen season (PPP) : Based on background therapy, the LP-003 treatment group
showed an improvement in DNSMS of approximately -0.80 to -1.03 compared with
the placebo group. (c) Daily ocular symptom and rescue medication treatment
scores (DNOMS) during the peak pollen season (PPP) : Based on background
therapy, the LP-003 treatment group showed an improvement in DNOMS of
approximately -0.47 to -0.54 compared with the placebo group. (d) Rescue
medication use scores : Based on background therapy, the usage of loratadine
tablets and emedastine difumarate eye drops was lower than that in the placebo
group (41.7% vs 22.5%, 45.0% vs 26.7%).
(iv) Lower dosage as compared to other therapeutic biologics: For seasonal AR
indication, both 100 mg and 200 mg LP-003 have shown encouraging efficacy.
After communication with regulatory authorities, the 100 mg dosage was selected
for the Phase III clinical trial. For CSU indication, the 100 mg and 200 mg LP-003
have shown encouraging efficacy in a head-to-head comparison with 300 mg
omalizumab. For details on LP-003’s clinical data, please refer to “— Our Pipeline
— Our Core Product: Anti-IgE Antibody (LP-003) — Summary of Clinical Trials
of LP-003”.
(b) Novel sequencing with strong biological activity, and long half-life
(i) Enhanced IgE affinity: LP-003 exhibits a significantly higher (860-fold greater)
binding affinity to IgE compared to omalizumab. LP-003 has a binding affinity to
IgE of 2.08 pM, Omalizumab has a binding affinity to IgE of 1790 pM. This
heightened affinity signifies that LP-003 binds to IgE molecules with greater
strength and effectiveness. The superior 860-fold greater binding affinity of
LP-003 for IgE is a critical differentiating factor. In our pre-clinical studies,
LP-003 exhibits an activity in blocking the binding between recombinant IgE and
recombinant Fc /H9255RI/H9251protein that is 30 times higher than that of omalizumab. The
diagram below illustrates the comparison between LP-003, omalizumab and
isotype IgG (a type of immunoglobulin G antibody that serves as a negative control
in immunological experiments):
Source: Company’ s data, IgG serves as an negative control
(ii) Extended half-life shows longer acting potential: According to published data,
half-life of omalizumab is approximately 20 days in healthy adults. In contrast,
results from our Phase I clinical trial of LP-003 in healthy subjects indicates that
it has a significantly longer half-life of 45 to 76 days, approximately two to three
times longer than that of omalizumab.
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Summary of Clinical Trials of LP-003
The following is a summary of completed and ongoing clinical trials of LP-003 for different indications:
Indication Phase Primary endpoints
Total number of patients/
subjects enrolled or to be
enrolled Dosage group
Number of patients/
subjects enrolled or to be
enrolled in each group Efficacy results Safety results
CSU II To evaluate the efficacy of LP-003 injection
at different doses and dosing frequencies
in patients with CSU inadequately
controlled with H1 antihistamines
(proportion of subjects achieving UAS7
(Urticaria Activity Score )=0a t week 12
after dosing)
202 patients
enrolled
LP-003 100mg
Q8W
40 patients to be
enrolled
The published topline data of the
Phase II clinical trial are
summarized as follows:
At week 12, the proportions of
patients achieving UAS7=0 were
44.4%, 66.7%, 57.5%, 43.6% and
10.3% in the LP-003 100 mg Q8W,
LP-003 200 mg Q8W, LP-003 200
mg Q4W, omalizumab, and placebo
groups, respectively (200 mg Q8W
vs. omalizumab, p=0.0405,
statistically significant).
LP-003 was well tolerated with a
favorable safety profile, and no
drug-related SAEs were
observed. As of the Latest
Practicable Date, the clinical
trial was still ongoing.
LP-003 200mg
Q8W
40 patients to be
enrolled
LP-003 200mg
Q4W
40 patients to be
enrolled
omalizumab 300mg
Q4W
40 patients to be
enrolled
Placebo 40 patients to be
enrolled
Seasonal
AR
III To evaluate the clinical efficacy of LP-003 in
the treatment of moderate to severe
seasonal AR that is inadequately controlled
with standard therapy (Treatment of Pollen
Peak (PPP) Total Nasal Symptom Score
(TNSS))
546 patients
enrolled
LP-003 100mg
Q4W
360 patients to be
enrolled
Statistical results are not available. As
of the Latest Practicable Date, the
clinical trial was still ongoing, and
therefore no statistical analysis had
been performed.
Statistical results are not available.
As of the Latest Practicable
Date, the clinical trial was still
ongoing. Therefore, no
statistical analysis was
performed.
Placebo 180 patients to be
enrolled
II To evaluate the clinical efficacy of LP-003
injection in the treatment of moderate to
severe seasonal AR that is inadequately
controlled with standard treatment
(Treatment of Pollen Peak (PPP) Total
Nasal Symptom Score (TNSS))
180 patients
enrolled
LP-003 100mg
Q4W
40 patients
enrolled
TNSS during the peak pollen season:
The TNSS scores for the placebo
group were: 4.06
LP-003, 100 mg group: 3.06,
improvement of -1.00 compared to
the placebo group, P=0.0292
(statistically significant)
LP-003, 200 mg group: 3.44,
improvement of -0.62 compared to
the placebo group, P=0.1427 (non-
statistically significant)
LP-003 total (100 mg + 200 mg)
group: 3.31, improvement of -0.74
compared to the placebo group,
P=0.0464 (statistically significant)
No SAEs related to the trial drugs
occurred during the clinical
trial, no drug-related TEAEs led
to withdrawal from the trial, and
no drug-related TEAEs of
severity /H11350Grade III occurred.
LP-003 200mg
Q4W
80 patients
enrolled
Placebo 60 patients
enrolled
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Indication Phase Primary endpoints
Total number of patients/
subjects enrolled or to be
enrolled Dosage group
Number of patients/
subjects enrolled or to be
enrolled in each group Efficacy results Safety results
Allergic
asthma
II To evaluate the efficacy of LP-003 at
different doses and dosing frequencies in
patients with incompletely controlled
moderate-to-severe persistent allergic
asthma
200 patients to be
enrolled
LP-003 150mg
Q12W
40 patients to be
enrolled
Statistical results are not available. As
of the Latest Practicable Date, the
clinical trial was still ongoing, and
therefore no statistical analysis had
been performed.
Statistical results are not available.
As of the Latest Practicable
Date, the clinical trial was still
ongoing. Therefore, no
statistical analysis was
performed.
LP-003 300mg
Q12W
40 patients to be
enrolled
LP-003 450mg
Q12W
40 patients to be
enrolled
omalizumab Q4W 40 patients to be
enrolled
Placebo 40 patients to be
enrolled
CRSwNP II To evaluate the efficacy and safety of LP-
003 injection in patients with CRSwNP
150 patients to be
enrolled
LP-003 300 mg
Q12W
50 patients to be
enrolled
Statistical results are not available. As
of the Latest Practicable Date, the
clinical trial was still ongoing, and
therefore no statistical analysis had
been performed.
Statistical results are not available.
As of the Latest Practicable
Date, the clinical trial was still
ongoing. Therefore, no
statistical analysis had been
performed.
LP-003 450 mg
Q12W
50 patients to be
enrolled
Placebo 50 patients to be
enrolled
Healthy
subjects
(Phase I
clinical
trial for
LP-003)
I – dose
escalation
To evaluate the safety and tolerability of
single/multiple injections of different doses
of LP-003 in healthy subjects
40 subjects
enrolled (single
dose)
LP-003 group 32 subjects
enrolled
PK results: After LP-003 was injected
into healthy subjects, exposure
increased with increasing dose, and
the half-life was prolonged with
increasing dose. Within the dose
range of 1.0 mg/kg to 10.0 mg/kg,
the half-life was approximately 45
to 76 days.
No SAEs related to the trial drugs
occurred during the clinical
trial, no drug-related TEAEs led
to withdrawal from the trial, and
no drug-related TEAEs of
severity /H11350Grade III occurred.
Placebo Eight subjects
enrolled
20 subjects
enrolled
(multiple doses)
LP-003 group 16 subjects
enrolled
Placebo Four subjects
enrolled
I – single
administration
Assessment of PK characteristics 12 subjects
enrolled (single
dose)
LP-003 200mg Nine subjects
enrolled
Statistical results are not available. As
of the Latest Practicable Date, the
clinical trial was still ongoing, and
therefore no statistical analysis had
been performed.
Statistical results are not available.
As of the Latest Practicable
Date, the clinical trial was still
ongoing. Therefore, no
statistical analysis was
performed.
Placebo Three subjects
enrolled
Adolescent
subjects
Ib Assessment of the safety Six subjects
enrolled
LP-003 group Six subjects to be
enrolled
Statistical results are not available. As
of the Latest Practicable Date, the
clinical trial was still ongoing, and
therefore no statistical analysis had
been performed.
Statistical results are not available.
As of the Latest Practicable
Date, the clinical trial was still
ongoing, and therefore no
statistical analysis had been
performed.
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(1) LP-003 for CSU
Phase II clinical trial (head-to-head comparison clinical study with omalizumab)
Trial Design. This is a multi-center, randomized, double-blind, placebo and active drug
controlled Phase II clinical study in China to compare LP-003 with omalizumab and placebo
in the treatment of CSU that is inadequately controlled by H1 antihistamines.
This clinical trial planned to enroll 200 patients with CSU inadequately controlled by H1
antihistamines, who would be randomly assigned to five groups of 40 patients each. Patients
will receive 100 mg LP-003 injection once every eight weeks (Q8W), 200 mg LP-003
injection once every eight weeks (Q8W), 200 mg LP-003 injection once every 4 weeks
(Q4W), 300 mg omalizumab once every four weeks (Q4W), or placebo once every four weeks
(Q4W), respectively. The primary inclusion criterion for the trial is the presence of wheals and
pruritus for /H11350six weeks prior to randomization. The primary exclusion criterion is the
presence of a primary or sole trigger for chronic urticaria.
The primary endpoint of the study is to evaluate the efficacy of LP-003 injection at
different doses and dosing frequencies in patients with CSU inadequately controlled by H1
antihistamines (the proportion of subjects achieving UAS7 (urticaria activity score )=0a t
week 12 after dosing). The secondary endpoints are to evaluate the safety, efficacy (assessed
by UAS7, HSS7, ISS7, AAS7), PK, and PD of LP-003 injection at different doses in the
treatment of CSU patients.
Trial Status. We enrolled the first patient in January 2024 and eventually enrolled a total
of 202 patients, achieving the research enrollment target. As of the Latest Practicable Date, the
clinical trial is ongoing, and we plan to complete Phase II clinical trials in or before the second
quarter of 2026.
Trial Results. According to the published topline data of the Phase II study, LP-003
demonstrated potentially superior improvement compared to omalizumab. Set forth below are
certain selected clinical trial data:
Omalizumab LP-003 Placebo
% patients with
U A S 7=0a t week 4
(proportion of patients
with completely
controlled symptoms) /H1118/H1118/H1118
20.0% (300 mg Q4w) 35.9% (100 mg
Q8W)
35.0% (200 mg
Q8W)
35.9% (200 mg
Q4W)
2.6%
% patients with
U A S 7=0a t week 12
(proportion of patients
with completely
controlled symptoms) /H1118/H1118/H1118
43.6% (300 mg Q4w) 44.4% (100 mg
Q8W)
66.7% (200 mg
Q8W)
57.5% (200 mg
Q4W)
10.3%
LS Mean change from
baseline in UAS7 at
week 12
(Symptom
improvement/clinical
benefits compared with
the baseline) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
-21.85 (300 mg Q4w) -23.15 (100 mg
Q8W)
-26.63 (200 mg
Q8W)
-24.74 (200 mg
Q4W)
-13.98
Onset of action: The proportion of patients who are in the LP-003 treatment group and
have achieved complete control of wheals and itching (UAS7 = 0) (Urticaria Activity Score)
at week 4 increased compared with those in the omalizumab treatment group. LP-003
treatment group recorded a 35.0% portion of patients achieving complete control for LP-003
200 mg Q8W group, while 20.0% of patients who are in the omalizumab treatment group
achieved complete control for 300 mg dosage treatment of omalizumab once every four week.
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Efficacy: At Week 12, the proportions of patients achieving UAS7=0 were 44.4%,
66.7%, 57.5%, 43.6% and 10.3% in the LP-003 100 mg Q8W, LP-003 200 mg Q8W, LP-003
200 mg Q4W, omalizumab, and placebo groups, respectively (200 mg Q8W vs. Omalizumab,
p=0.0405). For the second key efficacy endpoint, the LS Mean change from baseline in UAS7
at week 12 was -23.15, -26.63, -24.74, -21.85, and -13.98 in the LP-003 100 mg Q8W, LP-003
200 mg Q8W, LP-003 200 mg Q4W, omalizumab, and placebo groups, respectively. As
compared with that of the omalizumab group, the LS Mean change from baseline in patients’
UAS7 at week 12 after treatment in the LP-003 200 mg Q8W group was reduced by 4.78
points (p=0.0137).
(2) LP-003 for seasonal AR
Phase III clinical trial
Trial Design. This is a multi-center, randomized, double-blind, placebo-controlled Phase
III clinical study in China to compare LP-003 with placebo for the treatment of moderate-
to-severe seasonal AR that is inadequately controlled by SoC treatment. We plan to enroll 540
patients, who will be randomly divided into 2 groups and receive either 100 mg LP-003
injection once every 4 weeks (Q4W) or placebo once every 4 weeks (Q4W).
Patients with seasonal AR who meet the diagnostic criteria of the “Guidelines for the
Diagnosis and Treatment of Allergic Rhinitis in China (2022, revised edition)” and have not
achieved satisfactory results with standard treatment are included. The main exclusion
criterion is patients with concurrent conditions other than seasonal AR.
The primary endpoint of the study is to evaluate the clinical efficacy of LP-003 in the
treatment of moderate to severe seasonal AR that is inadequately controlled by standard
treatment (total nasal symptom scores (TNSS) during the peak pollen season (PPP)).
Secondary endpoints are to evaluate the safety, efficacy (daily nasal symptom and rescue
medication treatment scores (DNSMS), daily ocular symptom and rescue medication
treatment scores (DNOMS)), PK, and PD of LP-003 for the treatment of seasonal AR.
Trial Status. We planned to enroll 540 patients and enrolled the first patient in July 2024.
We have enrolled 546 patients, achieving the research enrollment target. As at the Latest
Practicable Date, the clinical trial is ongoing.
Phase II clinical trial
Trial Design. This is a multi-center, randomized, double-blind, placebo-controlled Phase
II clinical study in China to compare LP-003 with the placebo group for the treatment of
moderate-to-severe seasonal AR that is inadequately controlled by SoC treatment evaluate the
efficacy, safety, and pharmacokinetic characteristics of LP-003 injection in patients with
moderate to severe seasonal AR who were not well controlled by standard treatment.
This clinical trial planned to enroll 180 patients, who would be randomly assigned to
three groups and receive 200 mg LP-003 injection once every 4 weeks (Q4W), 100 mg LP-003
injection once every 4 weeks (Q4W), or placebo once every 4 weeks (Q4W) respectively.
The primary inclusion criteria for the trial were patients who met the diagnostic criteria
for seasonal AR in the “Guidelines for the Diagnosis and Treatment of Allergic Rhinitis in
China (2022, revised edition)” and had not achieved satisfactory results with standard
treatment for the past two consecutive years. The main exclusion criterion is patients with
concurrent non-allergic rhinitis.
The primary endpoint of the study was to evaluate the clinical efficacy of LP-003
injection in the treatment of moderate to severe seasonal AR (total nasal symptom scores
(TNSS) during the peak pollen season (PPP)) that were inadequately controlled by standard
therapy. Secondary endpoints were to assess the safety, efficacy (daily nasal symptom and
rescue medication treatment scores (DNSMS), daily ocular symptom and rescue medication
treatment scores (DNOMS)), PK, and PD of LP-003 for the treatment of seasonal AR.
Trial Status. We enrolled the first patient in July 2023, and we enrolled a total of 180
patients. This clinical trial has been completed in August 2024.
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Trial Results.
Primary and Key Secondary
Endpoints
Average score, mean/
Percentage of user, mean Improvement status
Total nasal symptom
scores (TNSS) during
the peak pollen season
(PPP) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
LP-003, 100 mg group:
3.06
LP-003, 200 mg group:
3.44
LP-003, total (100 mg +
200 mg): 3.31
Placebo: 4.06
LP-003, 100 mg group
versus placebo: –1.00,
p value: 0.0292
LP-003, 200 mg group
versus placebo: –0.62,
p value: 0.1427
LP-003, total (100 mg +
200 mg) versus placebo:
–0.74, p value: 0.0464
Daily nasal symptom and
rescue medication
treatment scores
(DNSMS) during the
peak pollen season
(PPP) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
LP-003, 100 mg group:
3.38
LP-003, 200 mg group:
3.62
LP-003, total (100 mg +
200 mg): 3.54
Placebo: 4.42
LP-003, 100 mg group
versus placebo: –1.03, p
value: 0.0581
LP-003, 200 mg group
versus placebo: –0.80,
p value: 0.0875
LP-003, total (100 mg +
200 mg) versus placebo:
–0.88, p value: 0.0352
Daily ocular symptom and
rescue medication
treatment scores
(DNOMS) during the
peak pollen season
(PPP) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
LP-003, 100 mg group:
1.73
LP-003, 200 mg group:
1.62
LP-003, total (100 mg +
200 mg): 1.66
Placebo: 2.19
LP-003, 100 mg group
versus placebo: –0.47,
p value: 0.1381
LP-003, 200 mg group
versus placebo: –0.57,
p value: 0.0322
LP-003, total (100 mg +
200 mg) versus placebo:
–0.54, p value: 0.0245
Percentage of subjects
using rescue medication
(loratadine tablets)
throughout the pollen
season (PP) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
LP-003, 100 mg group:
32.5%
LP-003, 200 mg group:
17.5%
LP-003 total experimental
group
(100 mg + 200 mg):
22.5%
Placebo: 41.7%
Percentage of subjects
using rescue medication
(emedastine fumarate
eye drops) throughout
the pollen season (PP) /H1118/H1118
LP-003, 100 mg group:
45.0%
LP-003, 200 mg group:
17.5%
LP-003 total experimental
group
(100 mg + 200 mg):
26.7%
Placebo: 45%
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Efficacy Results. For patients with moderate to severe seasonal AR who are inadequately
controlled by standard treatment, LP-003 treatment can reduce the subjects’ total nasal
symptom score (TNSS), daily nasal symptoms and rescue medication treatment score
(DNSMS), and daily ocular symptoms and rescue medication treatment scores (DNOMS)
during the pollen peak period compared with the placebo group, based on background therapy.
In addition, both 100 mg and 200 mg LP-003 had shown encouraging efficacy.
Safety Results. A total of 180 subjects were enrolled in this study. A total of 79 subjects
(43.9%, 79/180) experienced AEs, among which, 22 subjects in the LP-003 100 mg group
(55.0%, 22/40) experienced AEs, 32 subjects in the LP-003 200 mg group (40.0%, 32/80)
experienced AEs, and 25 subjects in the placebo group (41.7%, 25/60) experienced AEs. With
the most frequently occurring AEs ( /H113505% in either group) being increased uric acid in subjects.
During the clinical trial, there were no serious adverse events (SAEs) related to the
investigational product, no TEAEs related to the drug that led to withdrawal from the trial, and
no TEAEs related to the drug with a severity of /H11350Grade III.
Conclusion. LP-003 has demonstrated favorable efficacy and safety in the Phase II
clinical trial for moderate-to-severe seasonal AR that is inadequately controlled by SoC
treatment, providing a basis for further clinical research.
(3) LP-003 for allergic asthma
Phase II clinical trial
Trial Design. This is a multi-center, randomized, double-blind, placebo and active drug
controlled Phase II clinical trial in China to compare LP-003 with omalizumab and placebo
for the treatment of moderate-to-severe persistent allergic asthma that is not fully controlled.
This clinical trial planned to enroll 200 patients, who will be randomly divided into 5 groups
with 40 patients in each group. Patients will receive 150 mg LP-003 injection once every 12
weeks (Q12W), 300 mg LP-003 injection once every 12 weeks (Q12W), 450 mg LP-003
injection once every 12 weeks (Q12W), omalizumab once every 4 weeks (Q4W), or placebo,
respectively.
The primary inclusion criteria for the trial were a diagnosis of bronchial asthma for at
least one year according to the “Guidelines for the Prevention and Treatment of Bronchial
Asthma (2020 Edition)” (یܸط2020و)) and a diagnosis of allergic
asthma according to the “Guidelines for the Diagnosis and Treatment of Allergic Asthma in
China (2019 Edition)” (یܸط2019و)). The primary exclusion
criterion is concurrent conditions other than asthma that could affect lung function.
The study endpoints are to evaluate the efficacy (assessed by the average number of
asthma exacerbations, the proportion of subjects experiencing asthma exacerbations, loss of
asthma control, FEV1, FVC, FEV1/FVC), safety, PK (pharmacokinetics), and PD of LP-003
at different doses and dosing frequencies in patients with incompletely controlled moderate-
to-severe persistent allergic asthma.
Trial Status. This clinical trial planned to enroll 200 patient and we enrolled the first
patient in January 2025. As at the Latest Practicable Date, the clinical trial is ongoing.
(4) LP-003 for CRSwNP
Phase II clinical trial
Trial Design. This is a multi-center, randomized, double-blind, placebo-controlled,
parallel-group Phase II clinical trial in China, designed to evaluate the efficacy and safety of
LP-003 injection in patients with CRSwNP .
This clinical trial planned to enroll 150 patients, who would be randomized into three
groups. Patients would receive LP-003 300 mg injection once every 12 weeks (Q12W),
LP-003 450 mg injection once every 12 weeks (Q12W), or placebo injection once every 12
weeks (Q12W), respectively.
The key inclusion criteria are bilateral chronic rhinosinusitis with nasal polyps patients
who met the diagnostic criteria specified in the “Guidelines for the Diagnosis and Treatment
of Chronic Rhinosinusitis in China (2024)” (یܸ2024) ), in
accordance with the “Technical Guidelines for Clinical Trials of Therapeutic Drugs for
Chronic Rhinosinusitis with Nasal Polyps (Draft for Comments)” (Ђ
ۆࡡ(ᅄӋจԈᇃ)). The key exclusion criteria are patients
complicated with other nasal diseases or additional nasal symptoms.
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The primary endpoint of this clinical trial is to evaluate the clinical efficacy of LP-003
injection in the treatment of CRSwNP , the changes from baseline in Nasal Polyp Score (NPS)
and Nasal Congestion Score (NCS)). Secondary endpoints are to assess the safety, efficacy
(Olfactory Visual Rating Scale (VRS), patient-reported outcome (PRO) scores, etc.), PK, and
PD.
Trial Status. In March 2024, we obtained the IND approval from the NMPA for
conducting clinical trial for CRSwNP . We planned to enroll 150 patients. As of the Latest
Practicable Date, the clinical trial is ongoing.
(5) LP-003 for food allergy
Phase II clinical trial
Trial Design. This trial is a multi-center, randomized, double-blind, placebo-controlled
Phase II clinical trial to compare LP-003 with the placebo group for the treatment of food
allergy. The primary endpoint of the trial is to evaluate the clinical efficacy of LP-003 for the
treatment of food allergy, and the secondary endpoint is to assess the safety, PK, and PD of
LP-003 for the treatment of food allergy.
Trial Status. In November 2024, we obtained the IND approval from the NMPA for
conducting clinical trial for food allergy. We plan to initiate the Phase II clinical trial for food
allergy in or before the fourth quarter of 2026.
(6) Phase I clinical trial for LP-003
(a) Phase I clinical trial — Dose escalation
Trial Design. This is a randomized, double-blind, placebo controlled, dose-escalation
Phase I clinical study of single and multiple administrations in healthy subjects. As the
first-in-human (FIH) trial of LP-003, it is conducted in China and consists of two phases:
Single Ascending Dose (SAD) and Multiple Ascending Dose (MAD). The primary endpoint
of the study is to evaluate the safety and tolerability of single/multiple injections of LP-003
at different dosing in healthy subjects, and the secondary endpoint is to evaluate the PK/PD
of single/multiple injections of LP-003 at different dosing in healthy subjects.
Trial Status. We commenced the clinical trial and enrolled the first healthy subject in
July 2022, and a total of 60 healthy subjects have been enrolled. This clinical trial was
completed in March 2024, providing a basis for Phase II clinical trials of LP-003 in various
indications, including seasonal AR, CSU, allergic asthma and food allergy, and further clinical
research.
Trial Results. After healthy subjects received LP-003 injection, the exposure increased
with the increase of dose, and the half-life was prolonged with the increase of dose. The
half-life within the dose range of 1.0 mg/kg to 10.0 mg/kg was approximately 45 to 76 days.
Safety results. After administration in the SAD study, a total of 40 subjects experienced
AEs, including eight subjects in the placebo group and 32 subjects in the investigational drug
group. After administration in the MAD study, a total of 19 subjects experienced AEs,
including four subjects in the placebo group and 15 subjects in the investigational drug group.
No grade III or above adverse reactions related to the study drug occurred, no serious adverse
reactions, or adverse reactions leading to withdrawal occurred in this study.
Conclusion. LP-003 has demonstrated favorable safety in healthy subjects, providing a
basis for further clinical research.
(b) Phase I Clinical Trial — Single Administration
Trial Design. This is a randomized, double-blind and placebo controlled and single
administration Phase I clinical trial on pharmacokinetics and safety conducted in healthy
subjects in China. The primary endpoint is to evaluate pharmacokinetic characteristics, and
the secondary endpoint is to evaluate the pharmacodynamics and safety of LP-003. A total of
12 subjects were enrolled in this clinical trial, with nine subjects in the LP-003 200 mg group
and three subjects in the placebo group, all receiving a single administration.
Trial Status. We planned to enroll 12 healthy subjects and enrolled the first healthy
subject in October 2024. As at the Latest Practicable Date, 12 healthy subjects have been
enrolled, achieving the research enrollment target and the clinical trial is ongoing. We expect
to complete the clinical trial in or before the second quarter of 2026.
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(c) Phase Ib Clinical Trial — Adolescent Allergic Diseases
Trial Design. This is a single-center, open-label Phase Ib clinical trial in China, designed
to evaluate the safety, PK and PD profiles of LP-003 injection in adolescent subjects aged 12
to 18 years. This clinical trial planned to enroll six subjects, divided into two groups. Subjects
would receive a single intravenous injection of LP-003 at a dose of 400 mg and 600 mg,
respectively.
The key inclusion criteria are adolescent subjects aged /H1135012 years and <18 years with a
history of allergic diseases. The key exclusion criteria include subjects with any severe or
poorly controlled chronic diseases and those with a history of severe allergic reactions.
The primary endpoint of this clinical trial is to assess the safety of LP-003 in adolescent
subjects. Secondary endpoints are to assess the PK and PD.
Trial Status. We have enrolled six subjects, achieving the research enrollment target. As
of the Last Practicable Date, the clinical trial is ongoing.
Clinical Development Plan
Based on our pre-clinical and early-phase clinical studies, we have designed and initiated a
series of clinical trials to evaluate the safety and efficacy of LP-003 in the treatment of seasonal AR,
CSU and allergic asthma. It is expected that further studies on LP-003 will be conducted in patients
with other allergic diseases (including but not limited to food allergy).
 Seasonal AR: We are currently conducting a multi-center, randomized, double-blind,
placebo-controlled Phase III clinical trial in China to further evaluate the efficacy of
LP-003 in the treatment of seasonal AR. We plan to complete the Phase III clinical trial
in the second quarter of 2026 and submit a BLA application to the NMPA in or before
the third quarter of 2026.
 CSU: We have initiated a multi-center, randomized, double-blind, placebo and active
drug controlled Phase II trial to evaluate the use of LP-003 in patients with CSU, and
plan to initiate a Phase III clinical trial for CSU in or before the second quarter of 2026.
 Allergic asthma: We have initiated a multi-center, randomized, double-blind, placebo
and active drug controlled Phase II trial to evaluate the use of LP-003 in patients with
allergic asthma.
 CRSwNP: We have initiated a multi-center, randomized, double-blind, placebo-
controlled, parallel-group Phase II clinical trial to evaluate the use of LP-003 in patients
with CRSwNP .
 We plan to expand the above indications to adolescents in the future. We enrolled the
first patient for Phase Ib clinical trial for adolescent allergic diseases in October 2025.
In accordance with guidance issued by the CDE and industry practice, efficacy trials in
adolescents generally cannot proceed until safety and efficacy have been established in
the corresponding adult indication (typically following results from Phase III clinical
trials). Accordingly, we plan to prioritize efficacy and safety confirmation trials in
adolescents for seasonal AR. The Phase Ib clinical trial for adolescents of LP-003 for
seasonal AR is planned to finish subject enrollment in or before the second quarter of
2026. As we have not yet initiated discussions with the relevant regulatory authorities
regarding adolescent clinical trials for other indications, a definitive timeline and
development plan for the expansion into adolescent indications have not yet been
established.
Based on the current clinical regulation, and considering that omalizumab has not been
approved for seasonal AR, CRSwNP and food allergy indications in China as of the Latest
Practicable Date, we have selectively conducted head-to-head clinical studies on CSU and allergic
asthma indications based on our strategic priorities. For CSU indication, we enrolled the first
patient for Phase II clinical trial in January 2024, which is expected to complete in the first half of
2026. For allergic asthma indication, we enrolled the first patient for Phase II clinical trial in
January 2025, which is expected to complete in or before the fourth quarter of 2027.
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Summary of Pre-clinical Study Results
LP-003 exhibits a significantly higher (860-fold greater) binding affinity to IgE compared to
omalizumab. LP-003 has a binding affinity to IgE of 2.08 pM, omalizumab has a binding affinity
to IgE of 1790 pM. This heightened affinity signifies that LP-003 binds to IgE molecules with
greater strength and effectiveness. The superior 860-fold greater binding affinity of LP-003 for IgE
is a critical differentiating factor.
In our pre-clinical studies, LP-003 exhibits an activity in blocking the binding between
recombinant IgE and recombinant Fc /H9255RI/H9251protein that is 30 times higher than that of omalizumab.
The diagram below illustrates the comparison between LP-003, omalizumab and isotype IgG (a type
of immunoglobulin G antibody that serves as a negative control in immunological experiments):
Source: Company’ s data, Isotype IgG serves negative control
Licenses, Rights and Obligations
LP-003 was developed by us, and we maintain the global rights to develop and commercialize
this drug candidate.
Material Communications with Competent Authorities
The material communications with the relevant competent authorities on all ongoing and
completed clinical trials of LP-003 are as follows:
(i) In March 2023, we obtained the IND approval from the NMPA for conducting clinical trial
for seasonal AR. In August 2024, we completed Phase II clinical trial for seasonal AR. Prior to
initiating Phase III clinical trial for seasonal AR, in March 2024, we consulted with the NMPA
through an online meeting regarding the Phase II clinical trial data for seasonal AR that we had
collected and our plan for the Phase III clinical trial, and obtained regulatory approval from the
NMPA. By the time the said meeting was held, all necessary data for communication with the
NMPA had been obtained. As of the Latest Practicable Date, the NMPA has no objection to
commencement of Phase III clinical trial for seasonal AR; (ii) in March 2022, we obtained the IND
approval from the NMPA for conducting clinical trial for CSU; (iii) in February 2024, we obtained
IND approval from the NMPA for conducting clinical trial for allergic asthma. Prior to initiating
Phase II clinical trial for allergic asthma in July 2024, we consulted with and obtained regulatory
approval from the NMPA in this regard; (iv) in March 2024, we obtained IND approval from the
NMPA for conducting clinical trial for CRSwNP; (v) in November 2024, we obtained IND approval
from the NMPA for conducting clinical trial for food allergy; (vi) in February 2025, we obtained
IND approval from the NMPA for conducting clinical trial for atopic dermatitis. As of the Latest
Practicable Date, we did not have any plan to initiate such clinical trial; (vii) in March 2026, we
obtained IND approval from the NMPA for conducting clinical trial for ABPA. As of the Latest
Practicable Date, we did not have any plan to initiate such clinical trial; and (viii) according to the
IND approvals received from the NMPA, the NMPA instructed that we may proceed with Phase II
clinical trials for seasonal AR, CSU, allergic asthma and food allergy indications upon completion
of Phase I clinical trial without obtaining additional approval from the CDE. Based on data
collected from the completed Phase I clinical trial, we proceeded with Phase II clinical trials of
LP-003 in various indications, including seasonal AR, CSU, allergic asthma and food allergy. We
did not receive objections from the NMPA for the commencement of the Phase II clinical trials for
such indications. As of the Latest Practicable Date, the NMPA has no objection to commencement
of the next phases of the aforesaid clinical trials.
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WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET LP-003
SUCCESSFULLY.
Our Key Product: Bi-functional antibody fusion protein targeting C5 and C3b complement
(LP-005)
Overview
As the first product of our Bi-functional Antibody Development Platform, our Key Product,
LP-005, is a bi-functional antibody fusion protein targeting C5 and C3b complement. The
development trend of multi-target complement inhibitors showing efficacy potential compared to
single-target ones is becoming increasingly clear, namely by acting on multiple key nodes in the
complement cascade simultaneously, they can more comprehensively block the complex
pathological mechanisms of diseases. By simultaneously targeting both C5 and C3b which mediates
multiple inflammatory pathways, the potential indications for LP-005 include various complement-
mediated autoimmune diseases, including PNH, complement-mediated kidney diseases (including
IgAN, C3G and LN), gMG, MAG-PN, and ALS.
Pre-clinical studies have shown that, compared with other complement inhibitors, being
commercialized or under development, targeting single or different targets, LP-005 demonstrates
better biological activity by inhibiting all three complement signaling pathways (classical pathway,
alternative pathway, and lectin pathway), targeting both C5 and C3b.
We are currently conducting several clinical trials of LP-005 for PNH and complement-
mediated kidney diseases in China. From the data collected from the ongoing Phase II clinical trial
(CTR20242478), LP-005 has shown encouraging efficacy in PNH patients, including two PNH
patients who were previously treated with eculizumab but not well controlled, still have benefitted
continuously from LP-005 treatment throughout the trial period. LP-005 demonstrated favorable
safety and tolerability in the Phase I study in China involving healthy subjects.
The following table sets forth the key milestone events of our clinical trials of LP-005 for
different indications:
PNH
Complement-mediated
kidney diseases Other indications
IND approval /H1118/H1118/H1118/H1118/H1118Obtained IND approval in
June 2023
Obtained IND approval in
March 2024
 Obtained IND
approval for
gMG in July
2023
 Obtained IND
approval for
MAG-PN and
ALS in March
2024
 Obtained IND
approval for
periodontitis in
July 2025
Phase I Clinical
Trial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Enrolled the first healthy subject in Phase I dose-escalation clinical trial
in November 2023
 Clinical trial completed in August 2024
Phase II Clinical
Trial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
First patient enrolled in
November 2024, and 30
patients have been
enrolled as of the Latest
Practicable Date,
achieving the research
enrollment target.
A total of 46 patients are
planned for enrollment
in this clinical trial, and
as of the Latest
Practicable Date, the
clinical trial is ongoing.
/
Source: NMP A Drug Clinical Trial Registration and Information Disclosure Platform; Company’ s data
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Mechanism of Action
The complement system is a self-protection mechanism of the human body. Complement
activation is carried out under the strict control of multiple regulatory proteins. It assists immune
cells or other immune molecules to exert immune effects without damaging their own tissue cells,
helps the body resist pathogen invasion and infection, and plays a key role in maintaining health
and tissue homeostasis. The activation of the complement system is mainly achieved through three
relatively independent but interconnected pathways: the classical pathway, the alternative pathway,
and the lectin pathway. Complement C3 and C5 play a central role in complement regulation.
Excessive and abnormal activation of the complement system can induce inflammatory
responses and cause autoimmune damage, and hence is involved in the occurrence and development
of various diseases, such as PNH, C3G, IgAN and LN. Complement inhibitors work by targeting
key proteins of the complement system (such as C3, C5, Factor D/B) to block their activation
pathways (classical, lectin, alternative), which precisely inhibit excessive complement activation.
For example, C5 inhibitors (such as eculizumab) prevent the cleavage of C5 into pro-inflammatory
factor C5a and C5b the initiation of membrane attack complex formation, while C3 inhibitors (such
as pegcetacoplan) block the central node of the complement cascade which is the C3 convertase,
and reduce inflammation and tissue damage. Some drugs can also mimic natural regulatory proteins
(CD55/CD59) and protect host cells from misdirected attacks. However, a single complement
inhibitor may not completely block the progression of disease due to its limited activity, such as C5
antibody alone may not sufficiently block AP and the deposition of C3b on the cell surface produced
by C3 activation. Whereas CFB/CFD inhibitors mainly block AP , and MASP-2 can only block LP .
However, given the large amount of C3 protein present in the blood (0.8-1.8 mg/mL), the activity
of C3 inhibitors remains to be improved.
Being the first candidate discovered and developed from our Bi-functional Antibody
Development Platform, unlike most complement inhibitor drugs in the market that focus on a single
target, our LP-005 simultaneously acts on two targets (both C5 and C3b) of the complement system,
and can act on the classical pathway, the alternative pathway and the lectin pathway. Below
diagrams illustrate the mechanism of our LP-005, a novel bifunctional complement inhibitor:
Source: Company’ s data
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Market Opportunities and Competition
The complement system is a self-protection mechanism of the human body and an important
innate immune signaling pathway that mediates multiple inflammatory pathways. The abnormal
activation of the complement system is involved in the occurrence and development of various
diseases.
Multiple indications of LP-005
The complement system is an important component of innate immunity. Composed of more
than 30 proteins, it plays a key role in anti-infective defense and immune regulation. Abnormal
activation or functional defects of the complement system can lead to a variety of diseases,
including hematological diseases (such as PNH) and complement-mediated kidney diseases (such
as IgAN, C3G, LN). In recent years, with the deepening understanding of the complement system,
a variety of complement-targeted drugs have been approved for marketing, such as C5 inhibitors
(e.g. eculizumab, ravulizumab), C3 inhibitors (e.g., pegcetacoplan), and Factor B inhibitors (e.g.
iptacopan). At present, the global complement inhibitor market has reached a scale of around tens
of billions of dollars, but there are still significant unresolved medical challenges in existing related
diseases.
The market size of complement inhibitors in China is expected to continue to grow. According
to Frost & Sullivan, the market size of complement inhibitors in China is under a growing trend.
Complement drugs, which were originally used for rare hematological diseases such as PNH, are
rapidly penetrating into common complement-mediated autoimmune diseases, with their indication
spectrum continuing to expand.
(i) PNH
PNH is a rare disease with a global prevalence grew from 115,500 cases in 2018 to
122,100 cases in 2024, with a CAGR of 0.9% and is expected to reach 128,200 cases in 2030.
According to Frost & Sullivan, the incidence of PNH in China is estimated to be around
12,800 cases in 2024 and 12,600 cases in 2030, respectively. Most patients have to receive
supportive care and suffer from poor quality of life.
The most prevalent symptoms for PNH patients are hemolytic anemia, hemoglobinuria,
and somatic symptoms including fatigue and shortness of breath. Other symptoms associated
with PNH include thrombosis, renal insufficiency, and in the later course of the disease, bone
marrow failure. The condition is genetic with mutations occurring on the X linked gene.
Currently, allogeneic bone marrow transplantation is the only potential cure for PNH.
Other PNH treatment drugs are available in the market designed to ease symptoms and prevent
complications. These drugs include glucocorticoids, biological drugs, cell membrane
stabilizers.
According to Frost & Sullivan and as of the Latest Practicable Date, FDA has approved
four C5 complement inhibitors and one C3 complement inhibitor that can be used in the
treatment of PNH. In China, NMPA has approved three C5 complement inhibitors that can be
used in the treatment of PNH, while there is no approved C3 complement inhibitor. All of the
approved complement inhibitors are single target only. LP-005 simultaneously targets both C5
and C3b, and could provide potential benefits to PNH patients compared with mono target
inhibitors.
(ii) Complement-mediated kidney diseases: IgAN, C3G and LN
(a) IgAN
IgAN is a nephritic syndrome, a form of chronic glomerulonephritis characterized
by the deposition of IgA immune complexes in glomeruli. According to Frost &
Sullivan, IgAN is currently the most common primary glomerulonephritis worldwide,
with 20% to 40% of patients progressing to end-stage renal disease within 20 years of
diagnosis with highest incidence rate in Asia. According to Frost & Sullivan, the number
of IgA nephropathy patients worldwide is approximately 9.6 million, with approximately
2.3 million in China in 2024. Globally, the prevalence is growing from 9.1 million cases
in 2018 to 9.6 million cases in 2024, with a CAGR of 1.0%, and is expected to reach 10.2
million cases in 2030. In China, the prevalence of IgAN increased from 2.2 million cases
in 2018 to 2.3 million cases in 2024, with a CAGR of 1.0%. With the increasing
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prevalence of IgAN, the number of IgAN patients in China is expected to reach 2.3
million in 2030 at a CAGR of 0.4%. In China, IgAN accounts for approximately 54.3%
of primary glomerular diseases.
At present, the pathogenesis of IgAN is uncertain, and clinical treatment is used to
mainly control the progression of the disease and condition rather than providing a cure
treatment plan, with most patients experiencing slow progression of the condition,
making IgAN a leading cause of end-stage renal disease. Traditional treatment primarily
focuses on supportive care and immunosuppression, but the prognosis remains
suboptimal as a significant proportion of patients still progress to renal failure even with
well-controlled proteinuria. In recent years, advances in understanding the disease’s
pathogenesis have shifted treatment strategies towards a multi-targeted comprehensive
approach. This includes reducing pathogenic IgA, suppressing local renal inflammation,
and introducing supportive therapies. Newer medications that directly target IgAN
disease, such as Nefecon and Sparsentan, have been granted accelerated approval by the
FDA. However, no biological drugs for IgAN have been approved for marketing yet.
(b) C3G
C3G is a rare kidney disease and a type of glomerular disease. It is characterized
by the abnormal deposition of complement C3 in the glomeruli, which leads to damage
to the glomerular structure and function. C3G is a rare nephropathy mediated by
complement overactivation and has two major subtypes, including dense deposit disease
and C3 glomerulonephritis. Dense Deposit Disease (DDD) and C3 Glomerulonephritis
(C3GN) are both subtypes of C3G characterized by complement alternative pathway
dysregulation and dominant C3 deposition in glomeruli, with DDD featuring electron-
dense deposits within the glomerular basement membrane and C3GN showing
irregular/granular deposits in the mesangium or subendothelium.
In recent years, with the increasing clinical research on C3G, it is now recognized
that overactivation of the complement paracrine pathway is the main pathogenesis of
C3G. Excessive activation of the complement bypass pathway can lead to C3 cleavage
in the glomerulus, triggering C3 deposition and inflammation, leading to kidney injury
and failure. C3G has a highly heterogeneous clinical presentation, making its diagnosis
challenging. Among the renal manifestations of C3G, hematuria and proteinuria are the
most common. In addition, patients may also experience acute nephritis syndrome,
nephrotic syndrome, or even manifestations such as decreased glomerular filtration rate
and elevated creatinine. The global prevalence of C3G is growing from 174,000 cases
in 2018 to 184,000 cases in 2024. The number of C3G patients in the world is expected
to reach 193,200 cases in 2030. In China, the prevalence of C3G is growing from 31,700
cases in 2018 to 31,800 cases in 2024, and is expected to remain stable at 31,300 cases
in 2030.
(c) LN
LN is one of the most common and severe complications of systemic lupus
erythematosus, an autoimmune disease. The condition primarily results from
autoantibodies generated following aberrant immune system activation, which
subsequently target renal tissues. The management of LN is based on individualized,
long-term treatment strategies, with glucocorticoids and hydroxychloroquine serving as
primary medications. Current treatment regimens predominantly involve the use of
hormonal therapies in conjunction with immunosuppressive agents. However, there is
considerable variability in patient response, with a substantial proportion exhibiting
drug resistance or only partial therapeutic benefit. Long-term medication is associated
with significant side effects, which affects the continuity of treatment.
The global prevalence of LN is growing from 9.2 million cases in 2018 to 9.8
million cases in 2024, with a CAGR of 0.9%, and is expected to reach 10.3 million cases
in 2030. The prevalence of LN in China is growing from 507,800 cases in 2018 to
531,700 cases in 2024, with a CAGR of 0.8%, and is expected to reach 547,400 cases
in 2030.
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Our Competitors
At present, FDA has approved four C5 complement inhibitors that can be used in the treatment
of PNH.
Drug Name Brand Name Target Company Indications Approval Date
Crovalimab /H1118/H1118/H1118Piasky C5 Roche Pharma PNH June 20, 2024
Pozelimab /H1118/H1118/H1118/H1118V eopoz C5 Regeneron
Pharmaceuticals
Chaple August 18, 2023
Ravulizumab /H1118/H1118Ultomiris C5 AstraZeneca PNH/aHUS/MG/NMO December 21, 2018
Eculizumab /H1118/H1118/H1118Soliris C5 AstraZeneca PNH/aHUS/NMO/MG March, 16, 2007
Source: FDA, Frost & Sullivan analysis
FDA has approved one C3 complement inhibitor, which has two indications. Currently, there
is no approved C3 complement inhibitors in China.
Drug Name Brand Name Target Company Indications Approval Date
Pegcetacoplan /H1118Syfovre C3 Apellis
Pharmaceuticals
Geographic Atrophy
(GA)
February 17, 2023
Pegcetacoplan /H1118Empaveli C3 Apellis
Pharmaceuticals
PNH May 14, 2021
Source: Frost & Sullivan analysis
To date, NMPA has approved five complement inhibitors. Three of the complement inhibitors
are drugs that target C5.
Drug Name Brand Name Target Company Indications Approval Date
Zilucoplan /H1118/H1118/H1118Zilbrysq C5 UCB Pharma Myasthenia Gravis February 6, 2024
Crovalimab /H1118/H1118/H1118Piasky C5 Roche Pharma aHUS/PNH February 6, 2024
Eculizumab /H1118/H1118/H1118Soliris C5 AstraZeneca PNH/aHUS/AChR-
gMG
September 4, 2018
Iptacopan /H1118/H1118/H1118/H1118Fabhalta CFB Novatis Pharma PNH/C3G April 24, 2024
Ravulizumab /H1118/H1118Ultomiris C5 AstraZeneca AChR-gMG April 15, 2025
Source: NMP A, Frost & Sullivan analysis
Currently, there are five complement inhibitors targeting C5 or C3 entering clinical trials
globally.
Drug
Name/Code Target Company
Clinical
Stage Indications First Posted Date
IAB-101 /H1118/H1118/H1118/H1118/H1118C5 ImmunAbs Phase I/II Generalized
Myasthenia Gravis
November 26,
2025
KRIY A-825 /H1118/H1118/H1118C5&C3 Kriya Therapeutics,
Inc.
Phase I/II Geographic Atrophy January 3, 2025
KP104 /H1118/H1118/H1118/H1118/H1118C5&CFH Kira Pharma Phase II PNH, C3G, IgA August 24, 2022
CAN106 /H1118/H1118/H1118/H1118/H1118C5 CARE Pharma
Shanghai Ltd.
Phase I PNH October 14, 2021
NGM621 /H1118/H1118/H1118/H1118C3 NGM
Biopharmaceuticals
Phase II Geographic Atrophy July 10, 2020
Source: Clinicaltrials.gov, Frost & Sullivan analysis
Currently, there are six complement inhibitors targeting C5 or C3 entering clinical trials in
China.
Drug
Name/Code Target Company
Clinical
Stage Indications First Posted Date
LP-005 /H1118/H1118/H1118/H1118/H1118C5&C3b LongBio Pharma Phase II PNH July 22, 2024
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Drug
Name/Code Target Company
Clinical
Stage Indications First Posted Date
Phase II C3G, anti-GBM
disease, LN,
MPGN, and TMA.
January 22, 2026
Phase I Periodontitis April 23, 2026
CG001 /H1118/H1118/H1118/H1118/H1118C3b Shanghai ComGen
Biopharmaceutical
Co., Ltd
Phase II PNH May 7, 2026
EA5 /H1118/H1118/H1118/H1118/H1118/H1118/H1118C5 Lan-yi Therapeutics,
Ltd
Phase I PNH January 3, 2025
Pozelimab /H1118/H1118/H1118/H1118C5 Regeneron
Pharmaceuticals
Phase III gMG May 25, 2024
KP104 /H1118/H1118/H1118/H1118/H1118/H1118C5/CFH Kira Pharma Phase II PNH, C3G, IgA August 24, 2022
CAN106 /H1118/H1118/H1118/H1118/H1118C5 CARE Pharma
Shanghai Ltd.
Phase I/II PNH February 10, 2022
Source: Clinicaltrials.gov, Frost & Sullivan analysis
Competitive Advantages
Our LP-005 has the potential competitive advantages over other complement inhibitors, being
commercialized or under development:
(a) Bi-functional design which enables simultaneous inhibition of three Complement pathways,
achieving more potent and comprehensive complement inhibitory activity
Unlike most complement drugs that focus on a single target, LP-005’s approach has the
potential to achieve enhanced therapeutic efficacy, in particular in diseases driven by the activation
of multiple complement pathways. In our pre-clinical studies, LP-005 has demonstrated higher and
more comprehensive activity compared with anti-C5 monoclonal antibodies (eculizumab,
ravulizumab) and C3 cyclic peptide inhibitor APL-1 analog (POT-4).
For more details on LP-005’s pre-clinical data, please refer to “— Our Key Product:
Bi-functional antibody fusion protein targeting C5 and C3b complement (LP-005) — Summary of
Pre-clinical Study Results”.
(b) Encouraging clinical efficacy has been achieved in clinical trials
Based on the data collected from the ongoing Phase II clinical trial for PNH, LP-005 has
achieved encouraging efficacy in PNH patients to the extent that the hemoglobin levels and lactate
dehydrogenase levels of PNH patients have been effectively improved by drug administration once
every four weeks. Additionally, two PNH patients who were previously treated with eculizumab but
were not well controlled also achieved encouraging clinical benefits after treatment with LP-005.
Amongst the 20 subjects during Phase II clinical trial, the stage analysis data showed that by week
12, all 20 patients demonstrated positive clinical improvements. For more details on LP-005’s
clinical data, please refer to “— Our Key Product: Bi-functional antibody fusion protein targeting
C5 and C3b complement (LP-005) — Summary of Clinical Trials of LP-005 ”.
Summary of Clinical Trials of LP-005
The following is a summary of completed and ongoing clinical trials of LP-005 for different
indications:
(1) LP-005 for PNH — Phase II clinical trial
Trial Design. This is a multi-center, randomized, open-label Phase II clinical study to evaluate
the efficacy, safety, and pharmacokinetic characteristics of LP-005 in the treatment of patients with
PNH. We planned to enroll 30 PNH patients. It is conducted at four research centers in China,
consisting of a 4-week screening period, a 48-week treatment period, and an 8-week follow-up
period. PNH patients are planned to receive LP-005 injection in the 900 mg Q4W group, 1200 mg
Q4W group, or 1500 mg Q4W group.
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The main inclusion criteria for the trial is PNH clone size of granulocytes or monocytes
detected by flow cytometry /H1135010% within six months before the screening visit, and one or more
PNH-related signs or symptoms within three months before the start of screening. The main
exclusion criterion is evidence of uncontrolled chronic active or recurrent infection within one
month before screening.
The primary endpoint of the study is to evaluate the efficacy of LP-005 in the treatment of
patients with PNH (change from baseline in serum lactate dehydrogenase (LDH) levels at week 12
after dosing; and the proportion of patients whose hemoglobin levels increased by /H113502 g/dL from
baseline without transfusion at week 24 after dosing). Secondary endpoint is to evaluate the efficacy
of LP-005 in the treatment of patients with PNH (such as the proportion of patients achieving
transfusion avoidance and the proportion of patients experiencing breakthrough hemolysis (BTH)),
safety, PK and PD.
Trial Status. We enrolled the first patient in November 2024. As of the Latest Practicable Date,
the clinical trial is ongoing and 30 patients have been enrolled.
Efficacy Results. This interim analysis included 20 patients (10 per cohort) who completed 12
weeks of treatment. Mean (SD) LDH at baseline was 2013.3 (1265.73) U/L in Cohort 1 (900 mg
Q4W group) and 1694.6 (724.34) U/L in Cohort 2 (1200 mg Q4W group). Mean (SD) Hb level at
baseline was 65.0 (11.84) g/L in Cohort 1 and 63.5 (10.30) g/L in Cohort 2.
By Week 12, all 20 patients demonstrated positive clinical improvements. Mean (SD) LDH
reduced to 1276.4 (1781.76) U/L (by -49.39%) and 246.6 (56.94) U/L (by -82.52%) in Cohort 1 and
Cohort 2 respectively, and the LS Mean difference (95% CI) in LDH change from baseline is
-712.73 (-1433.18, 7.73) for Cohort 2 vs. Cohort 1. Additionally, Hb increases /H113502 g/dL from
baseline were observed in 9/10 patients (90%) in both cohorts, with 6/10 (60%) in each cohort
achieving Hb levels /H1135010 g/dL. As of the cutoff date, all 20 patients (100%) remained
transfusion-free.
Safety Results. LP-005 demonstrated a favorable safety profile with no treatment-related
SAEs or discontinuation-worthy TEAEs. Mild to moderate TEAEs occurred in 14/20 (70%)
patients; all resolved promptly.
(2) LP-005 for PNH — Phase II extension clinical trial
PNH is a rare disease. To ensure that patients participating in the LP-005 PNH Phase II
clinical trial (CTR20242478) can continue to receive treatment, we have designed this Phase II
extension clinical trial.
Trial Design. This is a multi-center, randomized, open-label Phase II extension clinical trial
conducted to evaluate the long-term safety, long-term efficacy maintenance and pharmacokinetic
characteristics of LP-005 in the treatment of patients with PNH. The clinical trial planned to enroll
30 patients who have completed the treatment period of the LP-005 Phase II clinical trial
(CTR20242478).
The key inclusion criterion is patients with PNH who have completed the treatment period of
the LP-005 Phase II clinical trial (CTR20242478) and agree to continue treatment with the
investigational product. The key exclusion criteria are subjects who have not completed the
treatment period of the Phase II clinical trial of the investigational product and patients not
recommended to continue treatment with LP-005 as assessed by the investigators.
The primary endpoint of this clinical trial is to evaluate the long-term safety of LP-005 in the
treatment of PNH patients. The secondary endpoints are to evaluate the long-term efficacy, PK and
PD.
Trial Status. We planned to enroll 30 patients. As of the Latest Practicable Date, the clinical
trial is ongoing.
(3) LP-005 for Complement-Mediated Kidney Diseases — Phase II Clinical Trial
Trial Design. This is a multicenter, open-label, Phase II clinical trial of LP-005 injection in
patients with complement-mediated kidney diseases. A total of 46 patients are planned to be
enrolled in the trial. All patients are planned to receive LP-005 injection in the 1200 mg Q4W group,
or 1500 mg Q4W group. The main inclusion criterion requires patients to have a confirmed
diagnosis of complement-mediated kidney diseases and meet the diagnostic criteria for the relevant
indications. The primary exclusion criterion is a history of meningococcal infection, or with the
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presence of active and uncontrolled acute, chronic or recurrent infections within 4 weeks prior to
screening. The key endpoint of the trial is to evaluate the preliminary efficacy of LP-005 in the
treatment of patients with the complement-mediated kidney diseases. The secondary endpoint
includes evaluating the safety of LP-005 in treatment of patients with complement-mediated kidney
diseases, PK and PD.
Trial Status. A total of 46 patients are planned for enrollment in this clinical trial, and as of
the Latest Practicable Date, the clinical trial is planned to be initiated in or before the fourth quarter
of 2026.
(4) LP-005 for moderate-to-severe periodontitis — Phase II Clinical Trial
Trial Design. This is a multi-center, randomized, double-blind, placebo-controlled Phase II
clinical study to evaluate the efficacy and safety of LP-005 in the treatment of patients with
moderate-to-severe periodontitis. This clinical trial planned to enroll 100 patients, who would be
randomized into four groups. Patients would receive LP-005 2.5 mg/site injection once every four
weeks (Q4W), LP-005 5.0 mg/site injection once every four weeks (Q4W), LP-005 7.5 mg/site
injection once every four weeks (Q4W), or placebo injection once every four weeks (Q4W),
respectively.
The main inclusion criterion requires patients to have moderate-to-severe periodontitis. The
primary exclusion criterion is a history of Neisseria meningococcal infection. The key endpoint of
the trial is to evaluate the preliminary efficacy of LP-005 in the treatment of patients with
moderate-to-severe periodontitis. The secondary endpoint includes evaluating the safety of LP-005
in treatment of patients with moderate-to-severe periodontitis and PK.
Trial Status. A total of 100 patients are planned for enrollment in this clinical trial, and as of
the Latest Practicable Date, the clinical trial is planned to be initiated in or before the fourth quarter
of 2026.
(5) LP-005 — Phase I clinical trial for evaluating the safety and tolerability of single/multiple
dose escalation in healthy subjects in China
Trial Design. This is a single-center, randomized, double-blind, dose-escalation Phase I
clinical study conducted in healthy subjects in China. The primary endpoint of this study is to
evaluate the dose tolerability and safety of single/multiple intravenous infusions of different dosing
of LP-005 in healthy subjects, which can provide sufficient data to cover our Phase II clinical trials
for PNH and complement-mediated kidney diseases indications. The secondary endpoint is to
evaluate the pharmacokinetic characteristics, immunogenicity, and pharmacodynamic
characteristics of single/multiple injections of different doses of LP-005 in healthy subjects.
Trial Status. We enrolled the first healthy subject in November 2023 and eventually enrolled
a total of 68 healthy subjects. This clinical trial has been completed in August 2024.
Safety Results:
 After administration in the Single Ascending Dose (SAD) study, a total of 28 subjects
experienced AEs, including four subjects in the placebo group and 24 subjects in the
LP-005 group. After administration in the Multiple Ascending Dose (MAD) study, a total
of 16 subjects experienced AEs, including three subjects in the placebo group and 13
subjects in the LP-005 group. No grade III or above adverse reactions related to the
study drug occurred, and no serious adverse reactions.
PK/PD Results:
After intravenous administration of LP-005 injection, exposure increases with increasing
doses, and the half-life is prolonged as the dose increases. A higher dose results in a stronger
inhibitory effect on serum complement hemolytic activity.
Conclusion. LP-005 has demonstrated favorable safety in healthy subjects, providing a basis
for further clinical research.
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Summary of Pre-clinical Study Results
Unlike most complement drugs that focus on a single target, LP-005’s approach has the
potential to achieve enhanced therapeutic efficacy, in particular in diseases driven by the activation
of multiple complement pathways. In our pre-clinical studies, LP-005 has demonstrated higher and
more comprehensive activity compared with anti-C5 monoclonal antibodies (eculizumab,
ravulizumab) and anti-C3 cyclic peptide inhibitor APL-1 analog (POT-4).
Inhibition of CP activity
Source: Company’ s data
Inhibition of AP activity
Source: Company’ s data
Inhibition of LP activity
Source: Company’ s data
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Inhibition of C3b deposition
Source: Company’ s data
Clinical Development Plan
Based on our pre-clinical and early-phase clinical studies, we are conducting (i) a Phase II
clinical trial for PNH to evaluate the safety and efficacy of LP-005 in the treatment of PNH and (ii)
a Phase II clinical trial of LP-005 for complement-mediated kidney diseases. We also intend to
further study LP-005 in patients with other complement-related diseases.
Licenses, Rights and Obligations
LP-005 was developed by us, and we maintain the global rights to develop and commercialize
the pipeline product candidate of LP-005.
Material Communications with Competent Authorities
The material communications with the relevant competent authorities on all ongoing and
completed clinical trials of LP-005 are as follows:
(i) in June 2023, we obtained the IND approval from the NMPA for conducting clinical trials
for LP-005 in patients with PNH; (ii) in July 2023, we obtained the IND approval from the NMPA
for conducting clinical trials for LP-005 in patients with gMG; (iii) in March 2024, we obtained the
IND approval from the NMPA for conducting clinical trials for LP-005 in patients with
complement-mediated kidney diseases; (iv) in March 2024, we obtained the IND approval from the
NMPA for conducting clinical trials for LP-005 in patients with MAG-PN and ALS; and (v) in July
2025, we obtained the IND approval from the NMPA for conducting clinical trials for LP-005 in
patients with periodontitis.
We have not received any concerns or objections from the NMPA related to receiving IND
approvals, conducting Phase I/II clinical trial, or executing any other clinical development plans as
of the Latest Practicable Date.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET LP-005
SUCCESSFULLY.
Our Other Drug Candidates
Our High-Affinity Antibody Discovery Platform produces antibodies with significantly
improved affinities that surpass traditional methods, and our Bi-functional Antibody Development
Platform focuses on the development of differentiated bi-functional antibody biologics.
Our unique R&D platforms can be widely used to generate various innovative biologics,
particularly bi-functional antibodies, which will help us implement new treatment strategies in the
fields of allergic diseases and autoimmunity.
LP-00A — Novel Bi-functional Autoimmune Antibody
In order to strengthen our leadership in allergic and autoimmune field, we continue to develop
this novel bi-functional autoimmune antibodies with different mechanisms of action. LP-00A is a
bi-functional antibody currently in the pre-clinical stage of development. It focuses on the
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simultaneous inhibition of two key signal pathways. These two signal pathways are key drivers of
type 2 inflammation and are involved in a variety of allergic and inflammatory diseases. The
potential indications for LP-00A are allergic diseases or type 2 inflammatory diseases. As of the
Latest Practicable Date, LP-00A is in the drug discovery stage and we plan to submit an IND
application in or before December 2027.
LP-00C — Novel Bi-functional B-cell Inhibitor
As the primary source of autoantibodies in autoimmune diseases, B-cell targeting offers a
broad therapeutic approach for conditions driven by pathogenic autoantibodies. LP-00C is a
bi-functional antibody/fusion protein. The potential indications for LP-00C include B lymphocyte-
mediated autoimmune diseases. As of the Latest Practicable Date, LP-00C is in the drug discovery
stage and we plan to submit an IND application in or before December 2027.
LP-00D — Bi-functional Complement Inhibitor optimized for specific tissues/organs and
indications
The development trend of multi-target complement inhibitors which show efficacy potential
compared to single-target ones, is becoming increasingly clear. When targeting different
tissues/organs and indications, specific optimizations based on the target tissues/organs and
indications are required to enhance druggability and patient compliance. LP-00D is a bi-functional
antibody or fusion protein complement inhibitor targeting both the classical and alternative
pathways, and it is optimized for specific tissues/organs and indications to improve therapeutic
efficacy and patient adherence. As of the Latest Practicable Date, LP-00D is in the drug discovery
stage and we plan to submit an IND application in or before December 2027.
RESEARCH AND DEVELOPMENT
We believe devoting resources to R&D is crucial for our long-term growth and to remain
competitive in the global biopharmaceutical market. We have been the sole sponsor of our clinical
trials and remain in charge of the clinical development process. Our integrated in-house R&D
capabilities and drug discovery expertise are propelled by our two proprietary technology
platforms, namely (i) High-Affinity Antibody Discovery Platform, on which we have developed
LP-003, and another high-affinity antibody with high level of affinity on other targets and (ii)
Bi-functional Antibody Development Platform, on which we have developed LP-005, LP-00A,
LP-00C and LP-00D. For details of the technology platforms, please refer to “— R&D Platforms”
below.
We are committed to pooling resources into our R&D, which we believe is the backbone of
our success. Our research and development costs for the years ended December 31, 2024 and 2025
amounted to RMB98.1 million and RMB126.6 million, respectively. Such expenses mainly included
(i) non-clinical, and CMC costs; (ii) clinical trial expenses; (iii) staff costs, primarily including
salaries and other welfare for our R&D personnel such as social insurance and provident fund; (iv)
cost of raw material and consumables used for R&D of our biologic drug candidates; (v)
depreciation and amortization, primarily representing the depreciation and amortization of our two
newly leased offices used for our research and development activities; and (vi) employee stock
ownership plan as incentive for our R&D team during the Track Record Period. In particular,
research and development costs attributable to our Core Product for the years ended December 31,
2024 and 2025 were RMB57.5 million and RMB99.0 million, accounting for 58.7% and 78.2% of
total R&D costs, respectively, for the corresponding periods. The R&D costs attributable to our Key
Product for the years ended December 31, 2024 and 2025 were RMB27.2 million and RMB11.5
million, accounting for 27.8% and 9.1% of total R&D costs, respectively, for the corresponding
periods. We expect that our R&D expenses will increase in line with the future growth of our
business. For details, see “Financial Information — Description of Certain Key Items of the
Consolidated Statements of Profit or Loss and Other Comprehensive Income — R&D Costs.” As of
the Latest Practicable Date, there were no legal claims or proceedings that may have an influence
on the R&D for our Core Product and Key Product.
R&D Platforms
Our R&D platforms, which are proprietary processes and systematic methodologies used for
discovering and developing new drugs, cover all key functions for the development of biologics,
including new drug discovery and design, pre-clinical candidate validation, and CMC. We possess
the expertise and capabilities to independently complete the entire drug development process, from
drug discovery, pre-clinical research, and clinical development to BLA submissions. Such platforms
enable us to identify and address potential clinical and manufacturing issues at an early stage of the
development process. Therefore, we can focus our efforts on drug candidates that have the greatest
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potential to become clinically effective, cost-effective, and commercially viable drugs. Our
self-developed core technology platforms include (i) High-Affinity Antibody Discovery Platform,
on which we have developed LP-003, and another high-affinity antibodies with high level of affinity
on other targets; and (ii) Bi-functional Antibody Development Platform, on which we have
developed LP-005, LP-00A, LP-00C and LP-00D.
High-affinity Antibody Discovery Platform
Our High-affinity Antibody Discovery Platform is a proprietary processes and comprehensive
methodology system developed by us leveraging the accumulative years of experience of our
founding members in antibody development. This platform encompasses antigen selection and
preparation, animal selection, antibody screening methods and strategies, and antibody
characterization and evaluation. This platform facilitates the generation of high-affinity
(picomolar-level) and highly druggable antibodies.
Our High-affinity Antibody Discovery Platform contributed to the development of LP-003,
and another high-affinity antibody with high level of affinity on other targets. This platform
produces antibodies with significantly improved affinities that surpass traditional methods and will
continue to provide the lead compounds for our subsequent product lines. With a proven track
record, our High-affinity Antibody Discovery Platform has already developed several picomolar
blocking monoclonal antibodies, including our LP-003 with a KD of 2.08 pM and a high-affinity
antibody with a KD of 2.33 pM. Additionally, we acquired a set of antibodies with comparable
high-affinity levels. Based on these technologies, we have obtained the necessary intellectual
property rights for the independent R&D and commercialization of LP-003.
Bi-functional Antibody Development Platform
Our Bi-functional Antibody Development Platform is a bi-functional drug candidate discovery
platform developed by us, which is a proprietary processes and comprehensive methodology system
established based on our proprietary antibody discovery technologies developed through our
High-Affinity Antibody Discovery Platform and protein engineering technologies. These antibody
discovery technologies and protein engineering technologies provide functional domains to form
bi-functional antibody candidate molecules, including but are not limited to bi-specific antibodies,
antibody fusion proteins, and antibody-like bifunctional fusion proteins.
Our Bi-functional Antibody Development Platform contributed to the development of LP-005.
Subsequent bi-functional candidates, LP-00A, LP-00C, and LP-00D, are also being screened and
optimized using this platform. This platform focuses on the development of differentiated
bi-functional antibody biologics, with a view to addressing the limited therapeutic efficacy of
single-target drugs, as well as the heightened costs, long duration and heavy patient burden
associated with developing drugs targeting multiple pathways. In addition, the bi-functional
antibody development strategy offers structural flexibility, broad applicability, and high
druggability, extending beyond traditional antibody formats to include nanobodies, antibody
fragments, receptors, regulatory proteins, and engineered Fc. This platform can be widely applied
to generate various bi-functional antibodies, which will help us implement new treatment strategies
in the fields of allergic and autoimmune diseases.
Based on these technologies, we have filed multiple invention patents with various
applications including allergic diseases and autoimmune disorders, which are the key therapeutic
areas of our pipeline products.
(i) LP-005 — Bi-functional Antibody Fusion Protein Complement Inhibitor
LP-005 is the first product developed under our Bi-functional Antibody Development
Platform, combining an antibody with a complement regulatory protein to achieve comprehensive
and potent complement inhibition by simultaneously targeting C5 and C3b. LP-005 is a
bi-functional complement antibody fusion protein targeting complement-mediated autoimmune
diseases, showing encouraging clinical results. We have filed multiple related invention patents in
this regard.
(ii) LP-00A - Novel Bi-functional Autoimmune Antibody
To strengthen our leadership in allergic field and complement our Core Product LP-003, we
continue to develop bi-functional autoimmune antibodies LP-00A with different mechanisms of
action. It focuses on the simultaneous inhibition of two key signal pathways. These two signal
pathways are key drivers of type 2 inflammation and are involved in a variety of allergic and
inflammatory diseases. The potential indications for LP-00A are allergic diseases or type 2
inflammatory diseases. Related invention patents are in preparation.
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(iii) LP-00C — Novel Bi-functional B-Cell Inhibitor
As the primary source of autoantibodies in autoimmune diseases, B-cell targeting offers a
broad therapeutic approach for conditions driven by pathogenic autoantibodies. LP-00C is a
bi-functional antibody/fusion protein currently in the early stages of R&D. The potential indications
for LP-00C include B lymphocyte-mediated autoimmune diseases.
(iv) LP-00D — Novel Bi-functional Complement Inhibitor optimized for specific tissues/organs
and indications
When targeting different tissues/organs and indications, specific optimizations based on the
target tissues/organs and indications are required to enhance druggability and patient compliance.
LP-00D is a bi-functional antibody or fusion protein complement inhibitor targeting both the
classical and alternative pathways, and it is optimized for specific tissues/organs and indications to
improve therapeutic efficacy and patient adherence.
Our in-house R&D Team and Structure
As of the Latest Practicable Date, our R&D team consisted of 72 members, of whom 38, or
52.8%, held master’s or doctoral degrees. Our R&D team is extensively involved in all stages of
our drug development, including drug discovery, pre-clinical drug research, drug manufacturing,
formulation development, clinical research, and regulatory and/or registration submissions. Most of
our core R&D team members have been with the Group throughout the Track Record Period and
up to the Latest Practicable Date.
Our co-founder, Dr. Sun, is one of the serial successful entrepreneurs in the biopharmaceutical
industry with proven track records of successful biopharmaceutical development in both China and
the United States. Dr. Sun was a shareholder of Tanox Inc., a biotech company established in Texas,
the United States in 1986 and listed on the NASDAQ Stock Market in 2000. He co-founded
PharMab Inc. in 2001 and our Company in 2020. Dr. Sun obtained a Ph.D. from the Iowa State
University in the United States and has over 55 years of experience in biomedical R&D. He has
published more than 30 research papers in leading chemistry and medicinal chemistry journals and
has been granted 30 patents, including 16 registered in the United States and 12 patents registered
in the PRC. He was the main inventor behind the groundbreaking first-generation anti-IgE antibody,
omalizumab (marketed as Xolair®), which emerged as a blockbuster in asthma and allergic
diseases, and F-627/long-acting G-CSF (marketed as Benegrastim, Ryzneuta®). Dr. Sun’s industry
insights and vision are crucial to our continuous innovation. In addition, Dr. Liu, our co-founder,
has over 15 years of experience in R&D and commercialization of biopharmaceutical drugs. Dr. Liu
played a pivotal role in both domestic and international programs of development of several drugs.
Notably, Dr. Liu was deeply involved in the development of a long-acting G-CSF (marketed as
Ryzneuta®), which successfully completed phase III clinical trials globally and received market
approval from the Food and Drug Administration in the United States and the NMPA.
We have established a senior R&D management team with extensive industry experience and
a track record of success in drug discovery, clinical development and registration process. Our
senior R&D management team consists of our head of new drug discovery, who is responsible for
supervising the new drug discovery department and managing patents and intellectual properties;
our head of production process, who is responsible for managing the development of production
processes; our head of analysis and formulation, who is responsible for supervising the analysis and
formulation department; and our head of clinical department, who is responsible for the
management of clinical trials. As of the Latest Practicable Date, most of our core R&D personnel
involved in the development of our Core Product and Key Product remained in employment with
us.
We plan to establish a science and strategy committee comprising Independent Third Parties.
The main responsibilities of the science and strategy committee shall include, but not limited to, (i)
reviewing and evaluating the quality, direction and competitiveness of R&D projects and providing
suggestions to the general manager; (ii) providing suggestions to the general manager on our
internal research as well as external technology projects and investments; and (iii) reviewing our
R&D capabilities and organizational capabilities, including product development processes.
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R&D Facilities
As of the Latest Practicable Date, our R&D activities, including but are not limited to drug
discovery, process development such as conducting in vitro assessments and in vivo druggability
evaluation, and pilot-scale drug candidate production, were primarily conducted in our R&D centers
in Shanghai and Suzhou. Our R&D centers are equipped with advanced laboratories, as well as
equipment and instruments.
We have a R&D laboratory with an area of over 1,000 square meters in Shanghai, which is
capable of conducting key druggability evaluation studies. These include in vitro assessments of
affinity, activity, specificity, stability, and immunogenicity; CMC-related studies such as yield,
production and purification processes; and formulation evaluations covering solubility, viscosity,
and storage stability. Through these studies, we conduct a comprehensive assessment of the
physicochemical properties of drug candidates from multiple perspectives. For in vivo druggability
evaluation, we typically leverage our expertise and extensive experience to collaborate with
qualified and experienced CROs. This includes evaluations of drug metabolism, pharmacokinetics,
pharmacodynamics, and toxicology in appropriate model animals. Such arrangements ensure that all
candidate drug molecules undergo rigorous professional assessments before entering the pipeline,
providing support for the rapid advancement of subsequent development stages. For the purpose of
R&D, we have established a pilot-scale laboratory in Zhangjiang High-tech Park in Shanghai, which
can produce drug candidates for pre-clinical studies and early-phase clinical trials.
Collaboration with third parties
Out-license arrangement with Party A
As of the Latest Practicable Date, we have one ongoing out-license agreement. We entered
into an out-license agreement in March 2021 with Party A, a private company established in the
PRC, the principal business of which is the research, development and production of ophthalmic
drugs (“ Party A ”), for the development of two specific indications, being (a) dry age-related
macular degeneration, and (b) wet age-related macular degeneration (the “ Licensed Indications ”)
of LP-005 (the “ Licensed Product ”) globally (China included) (the “ Licensed Territory ”) (the
“Out-license Agreement ”). We believe by entering into the Out-license Agreement, we are able to
leverage the strength of Party A in development of ophthalmic drugs for the advancement of the
Licensed Indications of the Licensed Product. To the best knowledge of our Directors, Party A is
an Independent Third Party.
Pursuant to the Out-license Agreement, we granted Party A the exclusive right to implement
the licensed intellectual property rights for the Licensed Indications of the Licensed Product in the
Licensed Territory, as well as the exclusive rights to commercialize the Licensed Product for the
Licensed Indications in the Licensed Territory, including the R&D, registration application,
production, sales and promotion of the Licensed Product, as well as the optimization and
improvement of production processes and clinical programs. We reserve the right to (a) utilize the
licensed intellectual property rights for the Licensed Indications of the Licensed Product to conduct
academic research and academic publishing activities, subject to the confidentiality obligations
under the Out-license Agreement and (b) develop for indications other than the Licensed Indications
of the Licensed Product, as well as to develop next-generation products. Party A shall, under the
Out-license Agreement, pay us (a) an upfront fee of RMB5.0 million within 30 business days after
the agreement takes effect; (b) milestone payments totaling up to RMB93.0 million upon the
achievement of certain clinical development and regulatory milestones set forth for the Licensed
Product, specifically, Party A shall pay us (i) RMB4 million after both Party A and we complete a
toxicology assessment with an independent third party for the Licensed Indications, (ii) RMB3
million for submitting the Phase I clinical trial application to the competent regulatory authorities
in China and upon receiving the acceptance notice, (iii) RMB3 million for submitting a clinical
application to the competent regulatory authorities in the U.S. and upon receiving the acceptance
notice, (iv) RMB3 million for obtaining the approval of the Phase I clinical trial from either the
Chinese or U.S. competent regulatory authorities for the Licensed Indications (whichever occurs
earlier); and (v) RMB50 million for completing a Phase II clinical trial for the Licensed Product in
the first country within the Licensed Territory, having reached its pre-defined clinical endpoints —
however, if the Licensed Product qualifies as a first-in-class drug at the time of this milestone
achievement, the payment amount of RMB50 million shall be increased to RMB80 million; and (c)
royalty payments based on a single-digit percentage of net sales for each calendar year following
the first commercial sale of the Licensed Product. All payments made by Party A pursuant to the
Out-licensed Agreement are non-refundable in the absence of breach.
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The termination clauses in the Out-license Agreement including situations such as mutual
consent, bankruptcy, serious breach not remedied within thirty (30) days of notice, unilateral
termination due to significant adverse legal or policy changes, failure by Party A or its specifically
designated affiliate to use commercially reasonable efforts to advance the clinical development of
the Licensed Product in the Licensed Indications (i.e., failure to initiate the Phase II clinical trial
in China within three (3) years after obtaining approval of IND from the Chinese regulatory
authorities), and termination decided by Party A within ninety (90) days’ written notice based on its
own business consideration. It is also agreed that any dispute shall be settled through negotiation
and mediation and if negotiation and mediation fails, either party under the Out-license Agreement
might initiate with court proceedings before the people’s court at the defendant’s domicile in
accordance with the laws of the PRC.
We have received from Party A the upfront payment in the amount of RMB5.0 million and a
milestone payment in the amount of RMB4.0 million for the completion of a toxicology assessment
after the Out-license Agreement has been entered into. However, we did not receive any other
milestone payment from Party A under the Out-license Agreement during the Track Record Period
and as of the Latest Practicable Date, the drug candidates of the Licensed Product for the Licensed
Indications are still in the pre-clinical stage.
Relationship With CROs and SMOs
In addition to conducting our core R&D activities in-house, we also engage reputable CROs
and SMOs to manage, conduct, and support our pre-clinical research and clinical trials. The services
they provide under our supervision primarily include data management and statistical analysis in
clinical trials, site management, patient recruitment, pharmacovigilance services, as well as
toxicological assessments.
We choose to engage a CRO and SMO based on the complexity and workload of a specific
clinical trial. For the years ended December 31, 2024 and 2025, we collaborated with 46 CROs and
seven SMOs, and 58 CROs and 15 SMOs, and the expenses attributable to our CROs and SMOs for
the respective periods were RMB27.2 million and RMB2.9 million, and RMB42.6 million and
RMB4.8 million, respectively. We select CROs and SMOs based on various factors including their
professional qualifications, research experience in the related fields, service quality and efficiency,
industry reputation and pricing. Depending on the type of services required, we enter into service
agreements with CROs and SMOs on a project-by-project basis, which set out, among others,
detailed work scope, procedures, milestones and payment schedule. To avoid oversight in the
clinical trial process, we closely monitor CROs and SMOs to ensure they operate in accordance with
the terms of the service agreements and applicable laws, thereby safeguarding the integrity and
authenticity of trial and research data. We have key personnel with expertise in each aspect of
clinical trials, including but is not limited to project management, medical management,
biostatistics and pharmacovigilance, to carefully evaluate the CROs and SMOs’ capabilities and
pricing, as well as to monitor their performance and delivery. In addition, we also conduct regular
evaluations of our CROs and SMOs to ensure that they maintain their qualifications and service
capabilities. Based on our screening and evaluation, we believe our CROs and SMOs possess
qualified business credentials, extensive project experience, adequate staffing, and robust
management systems.
Under our respective agreements with the CROs and SMOs, we own all intellectual property
rights and trial results resulting from the agreed work scope of the projects conducted by them. The
CROs and SMOs must maintain strict confidentiality with respect to the information they acquired
during clinical trials and do not have any sublicensing rights.
Key terms of our agreements that we typically enter into with our CROs and SMOs are set
forth below:
Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The CROs and SMOs provide us with services in the course of our
pre-clinical studies and clinical trials.
Term /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The CROs and SMOs are required to perform their services usually
in accordance with an agreed timeline and will be set out in each
work order which is usually based on project-by-project basis.
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We are required to make payments to the CROs and SMOs pursuant
to schedule as agreed between the parties.
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Intellectual property
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
All intellectual property rights resulting from the projects
conducted by the CROs and SMOs within the agreed work scope
belong to us.
Confidentiality /H1118/H1118/H1118/H1118/H1118CROs and SMOs shall not disclose confidential information,
including but not limited to any technical data, research reports, or
trial data related to the projects specified in the agreement.
We determine the service fees with our CROs and SMOs based on the expected or actual work
performed by them as well as the estimated or actual cost incurred by project basis. During the
Track Record Period and up to the Latest Practicable Date, none of our CROs or SMOs, including
their directors, shareholders and senior management, had any past or present relationship with us
or our subsidiaries, shareholders, directors or senior management, or any of their close associates.
We believe working with CROs and SMOs speeds up drug development by efficiently generating
reliable data.
MANUFACTURING AND QUALITY CONTROL
Collaboration with CDMOs
During the Track Record Period and up to the Latest Practicable Date, we have collaborated
with qualified CDMOs for the production and testing of drug candidates supplied for clinical use.
For the years ended December 31, 2024 and 2025, we collaborated with two and one CDMO(s), and
the expenses attributable to our CDMO(s) were RMB24.3 million and RMB17.9 million,
respectively. When selecting CDMOs, we consider various factors, such as production capacity and
qualifications, relevant expertise, reputation, geographical location and track record, product
quality and production costs, applicable regulations and guidelines, as well as our R&D objectives.
We have adopted and will continue to implement procedures to ensure that the production
qualifications, facilities, and processes of our CDMOs comply with applicable regulatory
requirements, as well as our internal guidelines and quality standards. For more information, please
refer to “— Quality Assurance”.
Key terms of the agreement that we entered into with our current CDMOs are as follows:
Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The CDMOs to provide us with clinical phase III sample
preparation, pre-marketing research, and post-marketing
commercial production services for our LP-003 and LP-005.
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We are required to make payments to the CDMOs in accordance
with the payment schedule set forth in the agreement, which is
typically linked to the stages of the manufacturing process and the
deliverables we receive.
Intellectual property
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
All intellectual property rights resulting from the projects
conducted by the CDMOs within the agreed work scope belong to
us. Background IP remains the property of the originating party,
with the CDMOs allowing us to use its background IP for
agreement-related purposes. The CDMOs will assist in legal
actions to protect project IP rights at our expense and must ensure
that project results do not infringe other third-party patents. We
may commission the CDMOs for IP analysis to prevent disputes,
and the CDMOs will provide necessary technical support, with any
additional fees governed by the relevant work order.
Confidentiality /H1118/H1118/H1118/H1118/H1118Both the CDMOs and us shall keep all confidential information,
including technical data and agreement terms, strictly confidential.
The CDMOs can use this information only for fulfilling the
agreement and must not disclose it to third parties before entering
into any confidentiality agreements.
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Remedies for
non-conforming
products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
If the CDMOs fail to deliver products or fails to comply with
substantial obligations under the relevant agreement, we are
entitled to terminate the agreement immediately and request for late
fees and compensation for losses due to the failure. However, the
CDMOs shall not be liable for delivery delays due to technical
difficulties related to the development of new biological
technologies, provided that they notify us in writing before the
anticipated delay. Both parties will assess the situation and
negotiate a solution. If necessary, we may choose to terminate the
agreement.
Manufacturing Facility
As of the Latest Practicable Date, we have established a pilot-scale laboratory in Zhangjiang
High-tech Park in Shanghai, which can produce drug candidates for pre-clinical studies and
early-phase clinical trials. Going forward, our manufacturing strategies can be divided into two
phases. The first phase focuses on IND filings and early clinical studies. Based on risk management
and project development efficiency, our production will continue to be conducted in our pilot-scale
laboratory in Zhangjiang High-tech Park in Shanghai or outsourced to CDMOs. The second phase
focuses on key clinical trials and future commercial production, which we plan to outsource to
CDMOs. During the Track Record Period and up to the Latest Practicable Date, we have partnered
with qualified CDMOs to manufacture and test our drug candidates for clinical use.
As confirmed by our PRC Legal Advisor, the manufacturing transition to our CDMOs in
Suzhou complies with applicable PRC laws and regulations. The transition phase begins with a
technical and quality risk assessment. Based on the assessment results, a corresponding technology
transfer plan is developed, including process and method validation, then a comparability study is
conducted between the pre- and post-transfer products. The study results are submitted to the CDE
in the form of an annual report (Development Safety Update Report, or DSUR). To the best
knowledge of the Company, the manufacturing transition will not have any impact on the R&D,
manufacturing and registration of our Core Product.
For the commercial production of LP-003 and LP-005, we plan to fully outsource to qualified
CDMOs to produce drugs for commercial supply. Regarding the risks associated with CDMOs,
please refer to “Risk Factors — Risks Related to Our Reliance on Third Parties — Our drug
development relies on collaborations with third-party partners, including those providing pre-
clinical study and clinical trial support. Failure of these partners to fulfill their contractual
obligations could impede our ability to secure regulatory approvals and commercialize our drug
candidates.”
Quality Assurance
As of the Latest Practicable Date, our QA department is responsible for establishing and
maintaining continuous improvement of the quality system, ensuring the effective connection
between the quality system and CDMOs, regularly auditing CDMOs/material suppliers, ensuring
the authenticity, completeness and traceability of the generated data, ensuring continuous
compliance in experiments, production, inspection and other processes, and ensuring product
realization and controllability. All our QA personnel hold a college degree or higher in pharmacy,
biology, or other related fields.
We have established a quality management system to ensure compliance with applicable regulatory
requirements, including the “Measures for the Supervision and Administration of Drug Production” ( ᖹ
), “Regulations on the Implementation of the Main Responsibility for Drug
Quality and Safety by Marketing Authorization Holders” (No. 126 of 2022) (Ϟɛໝ
(2022ϋୋ126໮)), and “Announcement on Strengthening
the Supervision and Administration of Consigned Production by Marketing Authorization Holders” (No.
132 of 2023) (ʮѓ(2023ϋୋ132໮))
issued by the NMPA, as well as our internal guidelines and quality standards. In addition, to maintain
product quality and consistency, we require our CDMOs to sign quality assurance agreements with us. Our
QA personnel oversee the product-related materials, processes, CDMO personnel, and plant facilities to
ensure compliance with applicable regulatory and product requirements.
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To achieve the commercial launch of LP-003, we have assembled relevant personnel from all
teams, including drug discovery, manufacturing, clinical research, and regulatory affairs, as well as
our QA personnel, to develop a safe, robust, and cost-effective production process for LP-003, and
to complete the production of clinical drugs and process validation. After submitting the BLA to the
NMPA, we will consider expanding the QA department to ensure production safety and product
quality.
Data Protection
We prioritize the protection of clinical trial participant data and enforce stringent
confidentiality obligations on all involved parties. Internally, personnel are required to safeguard
personal information, and clinical trial data access is tiered, restricting access to sensitive
documents and projects to authorized personnel. We have formulated and implemented the
“Personal Information Protection Management System”, “Personal Information Security Incident
Emergency Plan”, “Data Security Education and Training System” , “Data Security Management
System”, “Data Classification and Grading System”, “Network Security Management System”,
“Network Security Incident Emergency Plan” and other systems to regulate employees processing
trial participant data and clinical trial data. We store the relevant data in China in accordance with
legal requirements, and take network and data security technical measures such as setting email
outgoing policies and setting screen watermarks to protect the relevant data.
As a sponsor of multiple new drug development projects, we have partnered with numerous
research institutions, CROs, SMOs, data analysis companies, third-party testing agencies, subject
recruitment agencies, insurance companies, and third-party transportation companies to collect,
store, process, and utilize subject data. However, all of our completed or ongoing clinical trial
projects, involving the collection of medical and health information of the subjects, have been
notified to the subjects strictly in accordance with the requirements of the laws and regulations, and
the informed consents have been signed by each subject.
We have implemented control measures to ensure data usage and transfers related to product
development initiatives and regulatory communications comply with local data safety and network
safety and protection and individual data privacy laws. As of the Latest Practicable Date, we have
not encountered any fundamental issues with our business in China related to cybersecurity, data
security, and personal information protection that would render our business unsustainable and
irremediable due to serious violations of relevant laws, regulations, or regulatory requirements. We
believe our practices related to collecting, using and transferring clinical trial participant data
conform to industry standards. As of the Latest Practicable Date, as advised by our PRC Legal
Advisor and to the best of knowledge of our Directors, we have not conducted any cross-border data
transfer and our business operations had not fallen under any of the circumstances described under
the Cross-border Data Transfer Security Assessment Measures, such that the security assessment of
cross-border data transfer under the Cross-border Data Transfer Security Assessment Measures shall
not be applicable to us currently. As confirmed by our PRC Legal Advisor, we were not subject to
any material claims, lawsuits, penalties or administrative actions which had a material adverse
effect on our business, financial condition or results of operations in accordance with applicable
PRC laws and regulations with respect to data privacy and protection.
Collaboration with third-party service providers
During the Track Record Period and up to the Latest Practicable Date, we have collaborated
with third-party service providers, including data analysis companies, third-party testing agencies,
subject recruitment agencies, insurance companies, and third-party transportation companies to
collect, store, process, and utilize subject data. We engaged such third-party service providers for
their ancillary services in our drug development and clinical trials process and we are not materially
reliant on any of such third-party service providers. According to Frost & Sullivan, it is industry
norm for biopharmaceutical companies to outsource such ancillary works to third-party service
providers to allow them to focus on their core R&D and improve efficiency. For details of our
collaboration with CROs, SMOs and CDMOs, see “— Research and Development — Collaboration
with third parties — Relationship with CROs and SMOs” and “Manufacturing and Quality Control
— Collaboration with CDMOs.”
For the years ended December 31, 2024 and 2025, other than CDMOs, CROs and SMOs, we
collaborated with 78 and 130 third-party providers, and the expenses attributable to these
third-party providers were RMB14.6 million and RMB21.7 million, respectively.
BUSINESS
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Key terms of the agreements that we entered into with our third-party service providers are
as follows:
Key terms of agreements with data analysis companies. Our data analysis companies typically
provide technical services for data management and statistical analysis, randomization system
construction and clinical data interchange standards (CDISC) conversion for our clinical studies.
We reserve the rights to inspect the work quality of the data analysis companies. Our agreements
with data analysis companies typically have terms of five years. We typically make payments in
installments, contingent upon the achievement of certain project milestones.
Key terms of agreements with third-party testing agencies. Our third-party testing agencies are
typically responsible for conducting cell line characterization, lot release testing, gene stability
studies, PK, PD and anti-drug antibodies methodology development and validation for serum
samples from our clinical trials and providing us with QA-reviewed validation reports. Our
third-party testing agencies are required to follow clinical protocols that comply with relevant
regulatory requirements and guidelines imposed by relevant regulatory authorities. Our service
agreements with third-party testing agencies typically have terms of one year. Our payments to
third-party testing agencies are typically subject to specific deliverables, which are either
milestones in a project or items on a pre-determined price list.
Key terms of agreements with subject recruitment agencies. Our subject recruitment agencies
are responsible for identifying potential clinical trial subject candidates in accordance with the
specific inclusion and exclusion criteria provided by us. Payment of the recruitment service and
subject management fees to our subject recruitment agencies is contingent upon a candidate’s
successful enrollment. Successful enrollment is typically defined as passing the clinical trial
center’s screening, being formally enrolled in the group, and initiating the prescribed medication
regimen.
Key terms of agreements with insurance companies. Our insurance companies provide clinical
trial liability insurance, including the liability coverage for injuries or deaths of clinical trial
participants caused by adverse drug reactions. Our agreements with insurance companies typically
have terms of one to two years. We typically pay a one-off total premium for liability coverage,
calculated on a per-person basis according to the number of clinical trial participants.
Key terms of agreements with third-party transportation companies. Our third-party
transportation companies are responsible for providing cold chain services for our clinical trials,
including but not limited to cold chain packaging solution design, cold chain packaging
pretreatment, cold chain solution verification, information technology services, cold chain logistics
storage, labeling and secondary packaging, clinical material management and recycling and
destruction services and other supply chain services. Our service agreements with third-party
transportation companies typically have terms of two year. The price for these services is based on
a pre-determined price list. We typically receive monthly fee statements and are required to pay
within 10 working days of invoice receipt.
COMMERCIALIZATION
To meet market demand amid fierce competition, we will implement a commercialization
strategy to maximize the value of our drug candidates globally. Considering the costs of building
in-house sales and marketing capabilities, we do not plan to establish a full-scale commercialization
team. We will build a lean but efficient sales and marketing team with medical and scientific
backgrounds to maximize our product coverage and accelerate the market acceptance in China.
Additionally, we may engage CSOs or established pharmaceutical companies with strong sales
capabilities in the fields of respiratory, rhinitis and allergies to leverage their sales and marketing
expertise, as well as their well-developed networks and resources. Regarding final rights and
control of commercialization activities of LP-003, we intend to retain our marketing authorization
holder (MAH) status. We also intend to retain effective control and rights over the
commercialization of LP-003 in the Chinese mainland. However, given that we are still in the
process of seeking commercialization partners, the final decision-making power and the allocation
of control will depend on the negotiation results and the agreement reached with those
commercialization partners.
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We select CSOs and/or pharmaceutical companies based on a variety of factors, including
their industry experience and expertise, qualifications, product sales experience, business channels,
local promotion capabilities, logistics and distribution capabilities, financial condition, record of
regulatory compliance and management capabilities. Our commercialization team will formulate
the criteria for screening CSOs and/or pharmaceutical companies, negotiate and determine the
cooperation conditions, assess their performance, and participate in the discussion of
production/sales strategies. The ideal partners should be able to demonstrate strategic alignment
with LP-003, including a proven track record and dedicated focus in the allergy and/or autoimmune
therapeutic area. They should also possess a robust commercial infrastructure capable of nationwide
hospital coverage, market access, and distribution. Furthermore, we expect these partners to have
a strong history of regulatory compliance and effective risk management systems.
Leveraging our accumulated expertise, industry connections, and resources, our in-house team
will promote LP-003 through physician-targeted marketing strategies, focusing on direct
interactions with key opinion leaders and physicians to drive its clinical adoption. We plan to
disseminate the clinical advantages of LP-003 to the target doctor groups through customized
clinical visits and training, with a special focus on tertiary hospitals and specialist clinics that
feature AR as a distinctive diagnosis and treatment program. These efforts are expected to begin
several months before LP-003’s commercial launch. We aim to identify hospitals, clinics, and
physicians specializing in or renowned for treating AR, and plan to conduct in-person pre-launch
training and communications with these physicians. We will also support leading experts in
presenting their research findings at national conferences, symposiums, and other significant
events, positioning our brand at the forefront of the industry and promote our LP-003 to be included
in the guidelines for allergic treatment. We believe that academic promotion efforts will help
communicate the advantages of LP-003, guiding the clinical experts to adopt LP-003 in a safe and
effective manner and thereby benefitting the patients.
We plan to allocate approximately 13.0% of the estimated net proceeds from the Global
Offering (approximately HK$163.1 million) to the commercialization of LP-003 for seasonal AR
indication in China. We expect this amount to be sufficient to cover relevant expenses for at least
the first six months after the establishment of our small-scale in-house team. We will make
necessary adjustments to our commercialization budget plans based on LP-003’s sales performance.
Pricing
When LP-003 and our other drug candidates are commercialized, we will determine pricing
based on multiple factors, including but not limited to the production costs, pricing of competing
drugs (if applicable), our technological advantages, product differentiations, healthcare economies,
and changes in demand and supply. We plan to formulate detailed pricing strategies for these drug
candidates when they are about to enter the commercialization stage. We will adopt competitive
pricing approach with reference to pricing of peer products (if applicable). As of the Latest
Practicable Date, the PRC government has not issued pricing guidelines or imposed centralized
procurement requirements for our drug candidates.
We will actively consult with relevant authorities to seek inclusion of all indications of
LP-003 in the NRDL and other compensation programs. However, inclusion in the NRDL is subject
to evaluation and decision by relevant government departments, and we may face intense
competition for successful inclusion. The timing for applying for inclusion in the NRDL depends
on the timing of the approval for product commercialization. Generally speaking, drugs that are
approved on or before June 30 are eligible to participate in the NRDL negotiation for that same year,
whereas drugs approved after June 30 can only participate in the negotiation in the following year.
We plan to submit BLA of LP-003 for the indication of seasonal AR to NMPA in or before the third
quarter of 2026. After LP-003 receives regulatory approval, we expect to apply for its inclusion in
the NRDL during the first available application window.
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INTELLECTUAL PROPERTIES
Intellectual property, particularly patents and trade secrets, is of critical importance to our
business. Our success hinges on our ability to secure and sustain intellectual property protection for
our drug candidates, novel discoveries, product development technologies, inventions, and
proprietary knowledge. Additionally, we rely on our capacity to defend and enforce our patents,
including those currently held or that may be granted based on our patent applications, safeguard
the confidentiality of our trade secrets, and operate without infringing upon the valid and
enforceable patents and proprietary rights of others. We endeavour to ensure that our global patent
portfolio is implemented effectively to protect our drug candidates and product development
technologies.
As of the Latest Practicable Date, we owned eight granted patents, including five in the
Chinese mainland, one in the United States, one in Japan and one in Taiwan region. We also have
29 patent applications, including eight in the Chinese mainland, six in the United States, 14 in other
jurisdictions and one patent applications under the PCT, relating to certain of our drug candidates
and product development technologies. The patents are related to our Core Product LP-003 and Key
Product LP-005, and also involve our reserve projects. With such comprehensive portfolio of
patents, this showcases our innovation ability and technical strength which lays the foundation for
our sustainable development. Some of our patents have also applied for PCT, which can simplify
the procedures for international patent applications and improve application efficiency and success
rate.
As of the Latest Practicable Date, (i) for our Core Product LP-003, we had three material
patents granted and four pending patent applications, including one granted and one application in
China, one granted in Taiwan China, one granted in Japan, one application in the United States, and
two applications in other jurisdictions; and (ii) for our Key Product LP-005, we had one material
patent granted, and 18 pending patent applications, including four in China, four in the United
States, one under the PCT and nine in other jurisdictions. We have implemented a variety of
measures to protect our intellectual property, which include signing confidentiality agreements with
our internal personnel, suppliers and external contract providers such as CROs, SMOs and CDMOs,
data storage and authorization, and patent applications and trademark applications.
The following table summarizes the details of the material patents granted or expired by our
Company in connection with our Core Product and Key Product:
Patent No. Protection Scope
Core Product/
Key Product Jurisdiction Status
Date of
Approval Term Patent Holder
202010507896.8 /H1118/H1118Isolated antigen
binding protein and
use thereof (ٙ
ഐΥஐͣʿՉ͜
௄)
LP-005 China Granted March 8, 2024 20 years The Company
202010369442.9 /H1118/H1118Isolated antigen-
binding protein and
use thereof (ٙ
ഐΥஐͣʿՉ͜
௄)
LP-003 China Granted June 4, 2024 20 years The Company
TW110140767 /H1118/H1118/H1118Isolated antigen
binding proteins and
use thereof (ٙ
ഐΥஐͣʿՉ͜
௄)
LP-003 Taiwan,
China
Granted August 1, 2025 20 years The Company
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The following table summarizes the details of the material filed patent applications by our
Company in connection with our Core Product and Key Product:
Patent Application No. Protection Scope
Core Product/
Key Product Jurisdiction Status
Date of
Application Applicant
202111290274.5 /H1118/H1118/H1118/H1118/H1118Isolated antigen
binding protein and
use thereof (ٙ
ഐΥஐͣʿՉ͜
௄)
LP-003 China Pending
application
November 2,
2021
The Company
EP2021961862 /H1118/H1118/H1118/H1118/H1118Isolated antigen
binding protein and
use thereof
LP-003 The European
Union
Pending
application
October 29, 2021 The Company
JP2024525974 /H1118/H1118/H1118/H1118/H1118Isolated antigen
binding protein and
use thereof
LP-003 Japan Pending
application
October 29, 2021 The Company
KR1020247017592 /H1118/H1118/H1118Isolated antigen
binding protein and
use thereof
LP-003 Korea Pending
application
October 29, 2021 The Company
US18/704841 /H1118/H1118/H1118/H1118/H1118/H1118Isolated antigen
binding protein and
use thereof
LP-003 The United
States
Pending
application
October 29, 2021 The Company
202310376695.2 /H1118/H1118/H1118/H1118Complement-inhibiting
hybrid protein ( ໾᜗
ҵՓᕏΥஐͣ)
LP-005 China Pending
application
April 10, 2023 The Company
202310543139.X /H1118/H1118/H1118/H1118Biased complement
inhibition hybrid
protein (໾᜗
ҵՓᕏΥஐͣ)
LP-005 China Pending
application
May 15, 2023 The Company
202311079100.3 /H1118/H1118/H1118/H1118Anti-human
complement C5
antibody and fusion
protein thereof ( Ҥɛ
໾᜗C5Ҥ᜗˸ʿՉፄ
Υஐͣ)
LP-005 China Pending
application
August 25, 2023 The Company
202311480139.6 /H1118/H1118/H1118/H1118Complement-inhibitory
hybrid protein
mutant and antibody
fusion protein
thereof ( ໾᜗ҵՓᕏ
ᜊ᜗ʿՉҤ
᜗ፄΥஐͣ)
LP-005 China Pending
application
November 7,
2023
The Company
US18/000661 /H1118/H1118/H1118/H1118/H1118/H1118Isolated antigen
binding protein and
use thereof
LP-005 The United
States
Pending
application
June 4, 2021 The Company
US18/856041 /H1118/H1118/H1118/H1118/H1118/H1118Complement-inhibiting
hybrid protein
LP-005 The United
States
Pending
application
April 6, 2023 The Company
EP2023787575 /H1118/H1118/H1118/H1118/H1118Complement-inhibiting
hybrid protein
LP-005 The European
Union
Pending
application
April 6, 2023 The Company
JP2024560447 /H1118/H1118/H1118/H1118/H1118Complement-inhibiting
hybrid protein
LP-005 Japan Pending
application
April 6, 2023 The Company
KR1020247037353 /H1118/H1118/H1118Complement-inhibiting
hybrid protein
LP-005 Korea Pending
application
April 6, 2023 The Company
PCT/CN2023/094269 /H1118/H1118Biased complement
inhibition hybrid
protein
LP-005 PCT Pending
application
May 15, 2023 The Company
US19/107,552 /H1118/H1118/H1118/H1118/H1118/H1118Anti-human
complement C5
antibody and fusion
protein thereof
LP-005 The United
States
Pending
application
August 25, 2023 The Company
EP23859266 /H1118/H1118/H1118/H1118/H1118/H1118Anti-human
complement C5
antibody and fusion
protein thereof
LP-005 The European
Union
Pending
application
August 25, 2023 The Company
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Patent Application No. Protection Scope
Core Product/
Key Product Jurisdiction Status
Date of
Application Applicant
JP2025512731 /H1118/H1118/H1118/H1118/H1118Anti-human
complement C5
antibody and fusion
protein thereof
LP-005 Japan Pending
application
August 25, 2023 The Company
KR1020257009503 /H1118/H1118/H1118Anti-human
complement C5
antibody and fusion
protein thereof
LP-005 Korea Pending
application
August 25, 2023 The Company
US19/128,947 /H1118/H1118/H1118/H1118/H1118/H1118Complement-inhibitory
hybrid protein
mutant and antibody
fusion protein
thereof
LP-005 The United
States
Pending
application
November 7,
2023
The Company
KR1020257018142 /H1118/H1118/H1118Complement-inhibitory
hybrid protein
mutant and antibody
fusion protein
thereof
LP-005 Korea Pending
application
November 7,
2023
The Company
EP23888009 /H1118/H1118/H1118/H1118/H1118/H1118Complement-inhibitory
hybrid protein
mutant and antibody
fusion protein
thereof
LP-005 The European
Union
Pending
application
November 7,
2023
The Company
JP2025527071 /H1118/H1118/H1118/H1118/H1118Complement-inhibitory
hybrid protein
mutant and antibody
fusion protein
thereof
LP-005 Japan Pending
application
November 7,
2023
The Company
Up to the Latest Practicable Date, none of our patent applications had been rejected by the
PRC or patent registration authorities in other jurisdictions. As of the Latest Practicable Date and
as advised by our IP counsel, we had not received any material concerns or inquiries from relevant
competent authorities that makes us believe that any of the pending patent applications will be
rejected.
FTO opinions can be obtained before patent applications to determine whether inventions are
covered by any prior art. Such practice is a common practice in the pharmaceutical industry to
assess the likelihood of securing the freedom to operate of the patented products and/or
technologies. Patent protection is considered particularly advantageous for biological drugs,
including our Core Product and Key Product, due to their complex and specific structures and
distinctive sequences, which reduces the probability of overlapping with existing patents. We have
obtained FTO opinions in China, the U.S. and the EU, which focus on the active pharmaceutical
ingredient’s sequence in China, the U.S. and the EU. The FTO opinions have performed screening
of antibody sequences, which have not revealed any significant overlaps.
Given the inherent characteristics of our Core Product and Key Product, we anticipate no
foreseeable difficulties or legal obstacles in obtaining approvals for significant patent applications,
which aligns with general trends observed in securing patents for biologics. However, we cannot
guarantee that patents will be granted for any pending applications or future filings. See “Risk
Factors — Risks Relating to Our Intellectual Property Rights” for the impact on our business,
financial position or results of operations if we eventually fail to obtain the relevant patents.
Based on the FTO opinions on LP-003 and LP-005 in China, the U.S. and the EU, our
Directors believe that our current patents and patent applications will render sufficient IP protection
to the development and commercialization of our product. According to the FTO opinions on
LP-003 and LP-005 in China, the U.S. and the EU, our Directors believe that we can implement the
product technology of LP-003 and LP-005 in China, the U.S. and the EU without any material risk
of patent infringement. As of the Latest Practicable Date, based on information in the public domain
and as advised by our IP counsel, there was no application for patent term adjustments or extensions
of third-party claims that may pose a material and adverse impact on our patent applications in our
targeted jurisdictions.
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During the Track Record Period and up to the Latest Practicable Date, we had not received
any IP rights infringement complaints and our drug candidates had not been subjected to any claim,
litigation or investigation for any IP issue. In addition, from the FTO opinions, no substantial risk
of infringement by any current key technologies or features of our Core Product and Key Product
against any active patents in China was identified.
The protection granted by a patent varies depending on the claims made and the country in
which it is issued. This is influenced by several factors, including the type of patent, its scope,
duration and any extensions or adjustments to its term, the availability of legal remedies, and the
validity and enforceability of the patent. Consequently, we cannot guarantee that patents will be
granted for any of our pending applications or those that may be filed in the future, nor can we
ensure that any issued patents or future patents will effectively protect our drug candidates and
manufacturing methods commercially.
As of the Latest Practicable Date, we have 19 registered trademarks, nine pending trademark
applications and four registered domain names to protect our corporate logo and image in the
jurisdictions where available and appropriate. As of the Latest Practicable Date, we owned 17
registered trademarks in China and two registered trademarks in Hong Kong and have filed nine
trademark applications in China. For the material registered trademarks, pending trademark
applications and domain names, see “Appendix VI — Statutory and General Information —
Intellectual Property Rights”.
During the Track Record Period and up to the Latest Practicable Date, (i) we were not
involved in any legal, arbitral or administrative proceedings in respect of third-party intellectual
property; and (ii) we were not involved in any proceedings in respect of any intellectual property
rights that may be threatened or pending and that may have an influence on the R&D for any of our
drug candidates in which we may be a claimant or a respondent.
SUPPLIERS
During the Track Record Period, our key suppliers mainly included (i) suppliers of raw
materials and consumables used in drug development; and (ii) third-party contractors such as CROs,
SMOs and CDMOs.
Most of our raw materials are readily available, and we are able to purchase from multiple
suppliers in accordance with our product development plans. Currently, we mainly procure raw
materials, including chemicals and reagents, from Chinese suppliers. We have established stable
cooperative relationships with qualified raw material suppliers, and we believe these suppliers have
the capability to meet our needs. Nevertheless, we believe there are sufficient alternative sources
for such supplies. When selecting suppliers, we consider factors such as their qualifications,
compliance with relevant regulations and industry standards, production facilities, production
quality, pricing, business scale, market share, reputation, and the quality of after-sales services.
During the Track Record Period and up to the Latest Practicable Date, we had not experienced any
material disputes with suppliers, difficulties in procurement, or interruptions in our operations due
to a delay in delivery of raw materials.
Below is a summary of the key terms of the agreements that we entered into with our key
suppliers of raw materials and consumables used in drug development and suppliers for office
decoration services. For details of our collaboration with CROs, SMOs and CDMOs, please refer
to “— Research and Development — Collaboration with Third Parties — Relationship with CROs
and SMOs” and “Manufacturing and Quality Control — Collaboration with CDMOs.”
Key terms of agreements with suppliers of raw materials and consumables used in drug
development. We typically enter into direct procurement agreements with our suppliers of raw
materials and consumables, including biological specimens such as laboratory animals, required for
our clinical trials and drug development projects which may be conducted in the facilities of our
third-party contractors including CROs, SMOs and CDMOs. As a sponsor of our drug development
projects, we bear the costs for these raw materials and consumables in accordance with the payment
schedules of the agreements. We typically pay a portion of the total contract value to our suppliers
upon signing the agreements and make the final payment for the remaining balance upon acceptance
of the deliveries or receiving written notifications from our CROs, SMOs and CDMOs confirming
acceptance of the deliveries.
Key terms of agreements with suppliers for office decoration services . Our suppliers for office
decoration services are typically responsible for providing detailed construction plans and
schedules, including the start date and planned completion date, and construction drawings and
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work descriptions for our review and approval. We typically make payments according to the
milestone schedules specified in the agreements. These agreements typically include a quality
warranty period of up to two years, effective from the date of project acceptance.
In 2024 and 2025, our purchases from our five largest suppliers in each year in the aggregate
accounted for 51.65% and 41.15% of our total purchases in the respective year, respectively, and
purchases from our largest supplier in each year accounted for 25.99% and 15.45% of our total
purchases in the respective year, respectively. The following table sets forth details of our five
largest suppliers in each year during the Track Record Period.
Five Largest Suppliers for the Y ear Ended December 31, 2025
Name of
Supplier
Suppliers’
Background
Products/
Services
Supplied
Commencement
of Business
Relationship Credit Term
Purchase
Amount
Percentage
of Total
Purchase
(RMB’000) (%)
Supplier A /H1118/H1118/H1118/H1118A CDMO mainly
engaged in the
development,
production and sale
of drugs for major
diseases.
CDMO
services
2023 Settle in accordance
with the milestones
in the contract;
within 10 days
upon the execution
of the contract
terms
17,938 15.45
Supplier B /H1118/H1118/H1118/H1118A CRO focusing on
large animal testing.
Non-clinical
studies
2024 Settle in accordance
with the milestones
in the contract;
within 10 days
upon the execution
of the contract
terms
12,476 10.75
Supplier C /H1118/H1118/H1118/H1118A CRO that provides
clinical research and
related technical
services to
pharmaceutical
companies.
CRO services 2024 Settle in accordance
with the milestones
in the contract;
within 10 days
upon the execution
of the contract
terms
6,857 5.91
Supplier D /H1118/H1118/H1118/H1118A CRO focusing on
providing services
for pharmaceutical
and medical device
product
development.
CRO services 2022 Settle in accordance
with the milestones
in the contract;
within 7 days upon
the execution of
the contract terms
6,396 5.51
Supplier G /H1118/H1118/H1118/H1118Mainly engaged in real
estate business.
Housing rental
services
2023 Within 10 days of the
beginning of each
quarter
4,101 3.53
Total 47,768 41.15
Five Largest Suppliers for the Y ear Ended December 31, 2024
Name of
Supplier
Suppliers’
Background
Products/
Services
Supplied
Commencement
of Business
Relationship Credit Term
Purchase
Amount
Percentage
of Total
Purchase
(RMB’000) (%)
Supplier A /H1118/H1118/H1118/H1118A CDMO mainly
engaged in the
development,
production and sale
of drugs for major
diseases.
CDMO
services
2023 Settle in accordance
with the milestones
in the contract;
within 10 days
upon the execution
of the contract
terms
24,344 26.0
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Name of
Supplier
Suppliers’
Background
Products/
Services
Supplied
Commencement
of Business
Relationship Credit Term
Purchase
Amount
Percentage
of Total
Purchase
(RMB’000) (%)
Supplier D /H1118/H1118/H1118/H1118A CRO focusing on
providing services
for pharmaceutical
and medical device
product
development.
CRO services 2022 Settle in accordance
with the milestones
in the contract;
within 7 days upon
the execution of
the contract terms
10,207 10.9
Supplier F /H1118/H1118/H1118/H1118A technical service
company
specializing in the
safety evaluation of
new drugs.
Non-clinical
studies
2022 Settle in accordance
with the milestones
in the contract;
within 10 days
upon the execution
of the contract
terms
6,453 6.9
Supplier G /H1118/H1118/H1118/H1118Mainly engaged in real
estate business.
Housing rental
services
2023 Within 10 days of the
beginning of each
quarter
3,901 4.2
Supplier H /H1118/H1118/H1118/H1118Engaged in
construction and
property interior
decoration.
Office
decoration
services
2024 Settle in accordance
with the milestones
in the contract;
within 7 days upon
the execution of
the contract terms
3,474 3.7
Total 48,379 51.7
To the best of knowledge of our Directors, all of our five largest suppliers in each year during
the Track Record Period are Independent Third Parties. None of our Directors, their respective
associates nor any shareholder who, to the best knowledge of our Directors, owned more than 5%
of our issued share capital as of the Latest Practicable Date, has any interest in any of our five
largest suppliers in each year during the Track Record Period.
CUSTOMER
We did not generate any revenue for the years ended December 31, 2024 and 2025.
COMPETITION
The markets for biopharmaceutical industry are evolving and highly competitive. While we
believe that our R&D capabilities enable us to establish a favorable position in the industry, we
encounter competition from international and domestic biopharmaceutical companies, specialty
pharmaceutical and biotechnology companies of various sizes, academic institutions and research
institutions. Given the high entry barriers, stringent industry regulations, extended R&D cycles, and
substantial capital requirements, we believe that we are able to surpass both new and existing
competitors in the market. We intend to leverage our integrated proprietary R&D platforms, our
expertise in identifying promising targets, mechanisms, and pathways for drug development, as well
as the efficacy and safety of our drug candidates. We anticipate that competition will intensify as
more participants enter the biopharmaceutical industry. Any drug candidates we successfully
develop and commercialize will face competition from existing medications as well as any new
drugs that may become available in the future. For more information on the competitive landscape
of our drug candidates, see “Industry Overview.”
INSURANCE
We maintain insurance policies that we consider to be in line with market practices and
adequate for our business. These include drug clinical trial liability insurance to cover injuries to
trial subjects from SAEs and accident insurance. For details, see “Risk Factors — Other Risks
Relating to Our Operations — Our limited insurance coverage may lead to significant costs and
resource diversion if claims exceed these limits.” We consider that the coverage from the insurance
policies maintained by us is adequate for our present operations and is in line with the industry
norm. During the Track Record Period and up to the Latest Practicable Date, we had not made or
been the subject of any material insurance claims.
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EMPLOYEES
The following table sets forth the number of our full-time employees by function/department
as of December 31, 2025:
Function/department Number of full-time employees Percentage
(%)
Senior management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 3.5
R&D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863 74.1
Operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 22.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885 100.0
We employ most of our staff under fixed-term individual employment contracts, typically for
three years, with long-term renewal options, detailing salaries, bonuses, employee benefits,
workplace safety protocols, confidentiality obligations, work product assignment clauses, and
grounds for termination. Our employees’ remuneration includes salaries, bonuses, housing
provident funds and social insurance premium. We also entered into separate confidentiality with
our senior core management team members, including department heads, and non-competition
agreements with our two co-founders and key members of our R&D team and other employees who
have access to trade secrets or confidential information about our business.
In order to ensure our employees are equipped with the most up-to-date knowledge and market
intelligence, and to ensure they are equipped with higher quality and skill levels, we offer regular
and specialized training for our employees across all departments. These trainings include new
employee induction trainings, Environment, Health, and Safety (“ EHS”) trainings covering safety
production and occupational health and specialised trainings depending on the needs of each
department. For further information, see “— Occupational Health, Safety and Environmental
Matters” in this section.
During the Track Record Period and up to the Latest Practicable Date, we had complied with
the social insurance premiums and housing provident funds for our employees in all material
aspects. As at the Latest Practicable Date, we have not established any labour union. During the
Track Record Period and up to the Latest Practicable Date, we had not experienced any
disagreement or were in disputes with our employees in relation to their employment with us which
would have a material adverse impact on our business, operations and financials.
LEASED PROPERTIES
As of the Latest Practicable Date, we have three leased properties with an aggregate gross
floor area (“ GFA”) of approximately 4,073.91 sq.m., which are primarily used for R&D. We believe
our current facilities are sufficient to meet our short-term needs. We do not anticipate undue
difficulty in renewing our leases upon their expiration. The following table sets forth the details of
our leased property as of the Latest Practicable Date:
Location GFA Lease Term
(sq.m.)
Room 302, 3rd Floor,
Building 88, Lane 887,
Zuchongzhi Road, Pudong
New District, Shanghai,
the PRC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2,671.91 June 15, 2023 to
June 14, 2026
5th Floor, Building F,
Block A, 128 Yinhe Road,
Southeast Street,
Changshu City, Suzhou,
the PRC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
1,370 March 1, 2024 to February
28, 2029
Room 320, 3rd Floor, Building
E, Building 2, No. 688,
Bin’an Road, Changhe
Street, Binjiang District,
Hangzhou, the PRC /H1118/H1118/H1118/H1118/H1118/H1118/H1118
32 June 15, 2025 to
June 14, 2028
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As of the Latest Practicable Date, save for our leased property in Suzhou, all of our lease
agreements had been filed with competent governmental authorities in accordance with the
“Regulations on the Administration of Commodity Housing Leases” ().
Regarding our leased property in Suzhou, the property is located on land classified as having a
“Collective Construction Land Use Right.” According to the “Commercial Housing Rental
Management Measures” () and confirmation from local authorities,
lease registration requirements do not apply to properties on this type of land. As advised by our
PRC Legal Advisor, as of the Latest Practicable Date, our leased property in Suzhou was not subject
to lease registration. As advised by our PRC Legal Advisor, the non-registration of our leased
property in Suzhou will not affect the validity of such lease or result in us being required to vacate
the leased property. For details of risks relating to our leased properties, see “Risk Factors — Other
Risks Relating to Our Operations — We depend on leased premises for our operations in China,
which subjects us to leasing-related risks.”
A W ARDS AND RECOGNITIONS
We have received various awards and recognitions since our commencement. The following
table sets forth the selected awards and projects as of the Latest Practicable Date:
Y ear of Grant Project/Entity Award/Recognition Issuing Authority
2023 /H1118/H1118/H1118/H1118/H1118/H1118The Company Unicorn Cultivation
Enterprises ( ዹԉᖕ੃ԃ
Άุ)
Suzhou Municipal Bureau
of Science and
Technology (ኪ
Ҧஔ҅)
2022 /H1118/H1118/H1118/H1118/H1118/H1118The Company Innovative Small and
Medium-sized Enterprise
(ʕʃΆุ)
Suzhou Municipal Bureau
of Industry &
Information Technology
(ʷ҅)
2022 /H1118/H1118/H1118/H1118/H1118/H1118The Company High-tech Enterprise
(ҦΆุ)
Jiangsu Provincial
Department of Science
and Technology (޲
ኪҦஔᝂ), Department
of Finance of Jiangsu
Province (݁
ᝂ), and Jiangsu
Provincial Tax Services
of the State Taxation
Administration (೼
೼ਕ҅)
OCCUPATIONAL HEALTH, SAFETY AND ENVIRONMENTAL MATTERS
Overall
We are committed to integrating environmental, social and governance (“ ESG”) principles
into strategic decision-making and policy frameworks. By establishing an ESG governance
structure and enacting the Sustainable Development Policy (ഄ), an ESG
management mechanism has been formed. We have implemented a three-tier ESG management
system encompassing decision-making, organizational and executive levels. Our Board, being the
highest governing body for our ESG management, bears ultimate responsibility for all ESG-related
decision-making. The Board is responsible for resolving and approving our ESG and climate-related
issues, assessing, prioritizing and managing material ESG issues, risks and opportunities, and
regularly reviewing and monitoring the performance of ESG and climate-related issues and the
progress of achieving targets. Our Board meets at least once a year to discuss ESG-related issues.
Our Board has authorized the ESG working group as the secondary-tier governance body within the
ESG management structure. Comprising primarily functional leaders from the Operations Division,
this team is institutionally responsible for centralizing the stewardship of corporate ESG issues,
with defined duties as follows: (i) To formulate ESG and climate-related governance policies,
strategies, plans, annual tasks and targets for Board’s approval, and promote their implementation;
(ii) to hold meetings with the Board to discuss or report to the Board on our ESG issues at least
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annually; (iii) to identify, assess, review and manage material ESG and climate-related risks and
opportunities; (iv) to collect, understand, and respond to stakeholders’ opinions on material ESG
issues through appropriate channels; and (v) to participate in the preparation of the annual ESG
report.
As the third tier of the ESG management structure, the executive level, which consists of
various subordinate departments under our operations division, is primarily responsible for
organizing and implementing of ESG and climate-related tasks in accordance with our management
policies and strategic planning, collecting relevant policies and performance indicators, and
regularly reporting to the ESG working group. Our Board members have completed ESG training,
and we have engaged an independent third-party ESG consultant to obtain ESG expertise support.
We are committed to complying with the ESG reporting requirements after Listing and the
responsibility to publish ESG report on an annual basis in accordance with Appendix C2 to the
Listing Rules. We will focus on each of the areas as specified in Appendix C2 to the Listing Rules
to analyze and disclose material ESG issues, risk management and the accomplishment of
performance indicators, particularly those environmental and social issues that could have a
material impact on the sustainability of our operations and that are of interest to our Shareholders.
Materiality Assessment
To identify the needs and expectations of stakeholders and clarify the priority of ESG issues
to optimize resource allocation, we engaged an independent ESG consultant to assist in conducting
a materiality assessment with reference to the reporting principles and ESG issues set out in
Appendix C2 to the Listing Rules. This materiality assessment involved distributing questionnaires
to collect stakeholders’ concerns, analyzing and evaluating materiality along dual dimensions —
stakeholder and corporate, and generating a materiality matrix through prioritization of key issues.
Energy and Emissions Management
We comply with the Environmental Protection Law of the People’s Republic of China and
other applicable environmental regulations and legal requirements. Our energy consumption and
carbon emissions primarily originate from electricity purchased from the grid. We are committed to
reducing greenhouse gas emissions generated during our operations and have formulated the
Detailed Rules on Environmental Protection Measures (). We advocate the
concept of energy conservation and emission reduction, implementing a series of energy-saving and
emission reduction measures such as prioritizing natural lighting, office equipment power
management, and air conditioning usage management to enhance energy efficiency.
Water and Resource Management
As we have not yet commenced commercial production, during the Track Record Period, our
water resources were primarily used for daily use in offices and laboratories to support internal
R&D and operational activities. We will encourage employees to conserve water and promote
efficient utilization of water resources through measures such as regular inspection of water
equipment, monitoring of water consumption, encouraging paperless office, advocating the use of
double-sided paper, and minimizing disposable consumables such as paper cups as set out in the
Detailed Rules on Environmental Protection Measures ().
Waste Management
We strictly comply with relevant laws and regulations such as the Law of the People’s
Republic of China on the Prevention and Control of Environmental Pollution by Solid Wastes and
the Standard for Pollution Control on Hazardous Waste Storage (GB18597-2001), and established
the Standard Management Procedures for Laboratory Wastes (ᅺ๟၍ଣ஝೻),
adhering to the principles of waste classification for treatment, harm-reducing pre-treatment, and
recycling and reusing to reduce waste generation and avoid secondary pollution. Our specific
measures for managing hazardous and non-hazardous wastes include: (i) Wastes shall be collected
based on the classification, stored properly, and labelled on the exterior of collection containers
which shall indicate information such as the name of the wastes, and shall be securely sealed; (ii)
all infectious materials shall be decontaminated, autoclaved, or collected and temporarily stored
within the laboratory before being transferred to a professional waste treatment company for
treatment. When engaging a third party to treat hazardous wastes, we will verify its qualifications
to ensure that it possesses the hazardous waste operation permits and other qualifications and
licenses required by laws and regulations. We also require such service provider to provide written
records of hazardous waste transfer for internal keeping; (iii) hazardous waste signs shall be placed
at the facilities and sites for the collection, storage, transportation, utilization, and disposal of
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hazardous wastes. All containers and packaging materials containing hazardous wastes shall be
affixed with hazardous waste labels or signs; and (iv) non-hazardous wastes are collected by us and
then transferred to a qualified third-party supplier for treatment.
We prioritize the safety management of hazardous chemicals and have implemented a series
of measures to mitigate the risks of environmental pollution and personal injury caused by chemical
leaks. Specific measures include: (i) Formulating the Corporate Laboratory Safety Management
Standards for Hazardous Chemicals (τΌ၍ଣ஝ᇍ) to regulate the
management of chemicals; (ii) developing the Emergency Response Plan for Safety Incidents and
Sudden Environmental Events (), which outlines emergency
handling procedures and rescue protocols for safety accidents or leaks during the handling of
hazardous waste, providing clear guidance for response actions; and (iii) conducting regular
emergency drills for hazardous chemical incidents and requiring relevant laboratory personnel to
participate, ensuring that employees are proficient in handling safety emergencies involving
hazardous chemicals.
During the Track Record Period and up to the Latest Practicable Date, we had not (i) violated
any laws or regulations related to exhaust gas and greenhouse gas emissions, discharge of pollutants
into water and land, or generation of hazardous and non-hazardous wastes; (ii) experienced any
significant incidents affecting the environment and natural resources; or (iii) received any notices
of environmental fines or litigation. To the best knowledge and belief of our Directors, we are not
subject to material environmental liability risk and will not incur material compliance costs in the
future.
During the Track Record Period and up to the Latest Practicable Date, we complied with the
relevant environmental and occupational health and safety laws and regulations in all material
aspects, and we did not have any incidents or complaints which had a material and adverse effect
on our business, financial condition or impact on the operations of our business during the period.
For the years ended December 31, 2024 and 2025, our expenses in relation to environmental
compliance matters were immaterial. We expect our costs of complying with current and future
environmental protection laws will increase in the future, as we further our R&D efforts and
commence commercial manufacturing of our products after regulatory approval.
Indicators
We calculate greenhouse gas emissions including Scope 1, Scope 2 and Scope 3 emissions.
Scope 1 emissions refer to direct greenhouse gas emissions, primarily generated from energy
directly consumed in our operations (including greenhouse gases generated from the combustion of
fossil fuels in mobile sources). Scope 2 emissions refer to indirect greenhouse gas emissions
primarily generated from the consumption of purchased electricity. Scope 3 emissions refer to
greenhouse gas emissions primarily resulting from wastepaper disposal, freshwater and wastewater
treatment, and business travel. The table below sets out our greenhouse gas emissions and resource
consumption during the Track Record Period:
For the year ended
December 31, 2024
For the year ended
December 31, 2025
Greenhouse gas emissions
Scope 1 (direct emissions) (in tonnes CO 2e) /H1118/H1118/H1118 – 1.95
Scope 2 (indirect emissions) (in tonnes CO 2e) /H1118/H1118 257.71 267.19
Scope 3 (other indirect emissions) (in tonnes
CO2e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828.42 38.17
Scopes 1 and 2 greenhouse gas emissions (in
tonnes CO 2e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118257.71 269.14
Total greenhouse gas emissions (Scopes 1, 2
and 3) (in tonnes CO 2e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118286.12 307.31
Resource consumption
Electricity consumption (kWh) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118480,263.12 497,928.75
Water consumption (m
3)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118791.00 605.00
Gasoline (L) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 730.80
Wastes
Hazardous wastes (tonnes) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.62 3.74
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The Group’s current operations comprise office and laboratory activities, supporting daily
administrative functions and R&D of new pharmaceutical products. This also constitutes our main
source of water and electricity consumption. As we do not have our own production facilities, our
current levels of water and electricity consumption are lower than those of industry peers with
in-house production bases. In the future, we will rely on third-party partners for commercial
production.
As we proceed with our business activities, advance clinical trials, and commercialize
candidate drugs, and anticipated growth in team size, we anticipate an increase in resource
consumption and emissions. However, we are committed to implementing various measures to
optimize resource utilization and reduce emissions.
Our Targets
Based on historical energy consumption data during the Track Record Period, our existing
operational model, and references to peer benchmarks, the Company has established targets
consistent with prevailing industry trends. Our target is to reduce electricity and water consumption
per employee by approximately 5% by 2030. To achieve our target, we adopt the following
measures: (i) implement the management systems for air conditioner and computer usage, monitor
the usage of electrical appliance and equipment, strengthen electricity usage management, and
reduce power consumption and standby energy consumption; (ii) prioritize the procurement of
energy-efficient lighting fixtures to improve energy utilization efficiency; (iii) conduct electricity-
saving campaigns to enhance employees’ awareness and consciousness of energy conservation; and
(iv) post water-saving slogans in the office and encourage employees to conserve water.
Climate Change
We recognize that the physical risks arising from ongoing changes in climate patterns and
extreme weather events, and the transition risks associated with policy changes and the global
transformation toward a low-carbon economy, may impact our operations. Therefore, we have
systematically identified and assessed climate-related risks in the short term (within five years),
medium term (five to 15 years), and long term (beyond 15 years), and have formulated
corresponding response measures.
Physical risks (short term and long term) and response measures
If we experience short-term extreme weather events such as floods or cyclones at our
operating locations, this may affect employee commuting safety, laboratory equipment security and
data storage, which in turn impacts R&D progress. To address acute physical risks, in addition to
closely monitoring weather forecasts and promptly releasing extreme weather alerts, we require
employees who cannot come to office, to work remotely and advance their work. We have
developed the Contingency Plan for Safety Incidents and Sudden Environmental Events ( τΌԫ
) to ensure that we can properly adopt emergency responses, repairs,
and follow-up measures in the event of accidents causing casualties or operational disruptions. We
also conduct regular maintenance on laboratory equipment, perform daily data backups, and ensure
timely archiving to safeguard equipment and data security. In addition, we consider extreme
temperatures as chronic physical risks, which may affect the working environment of employees
and reduce work efficiency. At the same time, extreme temperatures will increase electricity
consumption for maintaining the storage temperature of chemicals sensitive to temperature and
humidity, and raise maintenance costs for related equipment, thereby potentially increasing
operational costs. Our response measures include: formulating emergency rescue and management
procedures for occupational disease hazards, identifying occupational disease risk factors such as
high temperatures, and preparing corresponding contingency plans to secure the health and safety
management of all our employees; classifying and storing chemicals according to their
characteristics, equipping storage facilities which have the functions of heat insulation, cooling,
ventilation, and protection from direct sunlight under storage environment; and establishing fire
emergency plans, providing sufficient fire extinguishers, hydrants, and other safety facilities and
equipment, and designating personnel to conduct regular inspections to ensure the safety of
hazardous chemicals in response to extreme temperatures.
Transition risks (medium to long term) and response measures
We recognize that the Stock Exchange may impose increasingly stringent requirements on
climate-related information disclosures, which could increase our sustainability disclosure
obligations and compliance costs. To address these policies and regulatory risks, we will closely
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monitor changes in climate-related regulations and policies across jurisdictions, strengthen climate
information disclosure and management efforts, and ensure that our business operations
consistently comply with the requirements of laws and regulations of the respective jurisdictions.
Employment Practices
We strictly abide by the Labor Law of the People’s Republic of China, the Labor Contract Law
of the People’s Republic of China and other relevant labor laws and regulations. We have
established the Employee Manual (ʈ˓̅) and the Human Resource Management System
(), covering recruitment, remuneration, working hours, leave benefits,
promotion, training, etc., to fully protect the rights and interests of employees. We employ our
employees on the basis of merit, adhering to the principle of equal employment opportunities, and
create a diverse and inclusive working environment. We conduct background checks on the
employees to be recruited to ensure the authenticity of their information. As of December 31, 2025,
we had a total of 85 employees in China, including 62 female employees and 23 male employees,
accounting for 72.9% and 27.1% of the total number of employees, respectively.
Development and Training
We attach great importance to employee training and provide trainings on labor protection and
safety, personnel administration system and quality control system through a combination of
internal and external trainings. We require all employees to complete compliance training, and
considers the results of each training assessment as one of the reference standards for promotion,
demotion or reward and punishment. We have implemented the Promotion Management System
() to provide promotion opportunities for employees with excellent performance
in performance appraisal based on their work performance, capabilities and attitudes.
Remuneration and Benefits
Employee’s remuneration consists of basic salary, performance-based salary and bonus. In
accordance with national regulations, we provide employees with social insurance funds (including
medical insurance, pension insurance, work-related injury insurance, unemployment insurance and
maternity insurance) and housing provident fund. We also offer paid leave such as annual leave,
marriage leave, prenatal check-up leave, and bereavement leave, and organize annual health
check-ups for employees. We also implement employee incentive plans and employee recognition
plans to incentivize employees to improve their work efficiency and quality through performance-
based bonuses, career development opportunities, internal and external learning opportunities and
other means.
Occupational Health and Safety
We implement the EHS Management Manual, enforce the occupational health and safety
policy of safety first, cherishing life and prevention first, require all departments to formulate EHS
objectives and management measures, and conduct regular EHS training. We have formulated
contingency plans for safety accidents and sudden environmental emergencies, implemented strict
controls over laboratories, chemicals and fire safety, and clearly specified procedures for handling
safety and environmental emergencies. We also regularly conduct emergency drills to improve
employees’ safety awareness and response capabilities. During the Track Record Period and up to
the Latest Practicable Date, we had not encountered any material health and safety incidents. We
are committed to maintaining our health and safety track record. During the Track Record Period
and up to the Latest Practicable Date, we had not been subject to any material fines or other material
penalties due to non-compliance with health and safety laws or regulations.
Anti-bribery and Anti-corruption
In terms of prevention of corruption and bribery, we have formulated the Anti-Fraud
Management System (), which aims to regulate the professional behaviors of
employees, especially the management and employees on key positions, to strictly abide by relevant
laws and regulations, professional ethics and our internal control system and prevent behaviors
damaging our interests and shareholders. The system clearly stipulates that acceptance of bribes or
kickbacks as well as corruption, misappropriation, transfer, theft of company property and other
misconduct are fraudulent acts. Our operations department is responsible for managing the hotline
and email for reporting fraud cases, receiving real-name or anonymous reports from employees and
real-name or anonymous reports from external third parties, leaving written records and reporting
to our management or our Board in a timely manner.
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Information Security
We have developed systems relating to the confidentiality of our information systems and
document information, which are designed to ensure the secure and stable operation of our
information systems and enhance the management of confidential document information. The
policies stipulate that the computers of employees shall be uniformly configured by the
management personnel, and it is strictly forbidden to use pirated or unauthorized software. We have
established different levels of confidentiality, where various categories of confidential documents
are only accessible to authorized personnel, and the application for access of non-authorized
information and materials shall be approved accordingly. For sensitive data, we adopt encrypted
storage measures, and access to sensitive data requires multiple authentication. In addition, we back
up data regularly to ensure data security.
Supply Chain Management
To ensure the legality, fairness and transparency of the procurement process, we have
established a systematic supplier management system to review suppliers’ qualifications, quality
management control, personnel qualifications and other performance based on actual business
needs. While fulfilling meeting actual business requirements, we will prioritize the establishment
of partnerships with suppliers that demonstrate good environmental practices to ensure compliance
with our ESG policies.
Clinical Trial Safety
To enhance clinical trial safety and ensure compliance, we have implemented the following
measures:
(i) While maintaining primary regulatory oversight, we select reputable CROs and SMOs
based on multidimensional criteria, including professional qualifications, relevant research
experience, service quality and efficiency, industry reputation, and reasonable pricing. These
partners are entrusted with critical tasks such as pharmacovigilance to ensure processes adhere to
safety standards; (ii) throughout the collaboration, we conduct ongoing supervision and quality
checks to ensure CROs and SMOs strictly comply with contractual agreements and applicable laws
and regulations, safeguarding trial compliance and subject safety; (iii) we regularly monitor
regulatory updates and develop protocols in accordance with the latest clinical trial safety
guidelines; and (iv) clinical trial liability insurance is purchased for subjects to cover compensation
for personal injury or death due to adverse drug events. No serious adverse events occurred during
the Track Report Period.
PERMITS, LICENSES AND OTHER APPROV ALS
Our PRC Legal Advisor has advised that, during the Track Record Period and up to the Latest
Practicable Date, we had obtained all licenses, permits, approvals and certificates from the relevant
PRC government authorities that are material to our operations in the PRC.
The following table sets forth the details of our material licenses, permits and approvals as of
the Latest Practicable Date:
License/Permit Issuing Authority Holder Grant date Expiration date
Pollution Discharge
Registration
Receipt (ݑ
๕રϮ೮াΫੂ) /H1118
Ministry of
Ecology and
Environment
of the People’s
Republic of
China ( ʕശɛ
͏΍ձ਷͛࿒
ᐑྤ௅)
Shanghai
Longyan
Biotechnology
Co., Ltd.
September 26,
2024
September 25,
2029
Pollution Discharge
Registration
Receipt (ݑ
๕રϮ೮াΫੂ) /H1118
Ministry of
Ecology and
Environment
of the People’s
Republic of
China ( ʕശɛ
͏΍ձ਷͛࿒
ᐑྤ௅)
Our Company November 6,
2025
November 5,
2030
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LEGAL PROCEEDINGS AND COMPLIANCE
We may from time to time be involved in contractual disputes or legal proceedings arising out
of the ordinary course of business or pursuant to governmental or regulatory enforcement actions.
During the Track Record Period and up to the Latest Practicable Date, neither we nor any of our
Directors were involved in or subject to any litigation, arbitration, administrative proceedings,
claims, damages or losses which would have a material adverse effect on our business, financial
position or results of operations as a whole. As of the Latest Practicable Date, we were not aware
of any pending or threatened material litigation, arbitration or administrative proceedings against
us or any of our Directors, which individually or as a whole would have a material adverse effect
on our business, financial position or results of operations. During the Track Record Period and up
to the Latest Practicable Date, according to our PRC Legal Advisor, we had complied, in all material
respects, with relevant PRC laws and regulations in the jurisdictions we operate in, and no material
administrative penalties were imposed on us.
Third-party agency contribution to social insurance and housing provident funds
Pursuant to the relevant PRC laws and regulations, employers are obligated to directly and
duly contribute to the social insurance and housing provident funds for their employees. During the
Track Record Period, we, at the request of seven employees, engaged a third-party agency to make
contribution to social insurance and housing provident fund for the relevant employees in their
cities of residence (“ Engagement ”), primarily because those employees prefer such social
insurance and housing provident fund to be paid in such locations for the convenience of utilizing
such benefits locally, which was not in strict compliance with applicable PRC laws and regulations.
The third-party agency confirmed in writing that (1) costs of such Engagement were fully
borne by us and no interests of the relevant employees were prejudiced. According to the
contribution base, percentage and employee list provided by our Company, the third-party agency
has duly and fully made contributions to social insurance and housing provident funds for the
relevant employees as required by and on behalf of our Company; (2) during the Engagement, there
have been no investigations, rectification orders or administrative penalties by any competent
labour, social insurance and housing provident fund authorities due to underpayment, late payment
or non-payment of social insurance and housing provident funds for the relevant employees; (3)
there have been no penalty or rectification orders imposed by the relevant competent authorities due
to the arrangement of social insurance and housing provident funds among our Company,
third-party agency and the relevant employees; and (4) if the third-party agency fails to make
contributions to social insurance and housing provident funds for relevant employees pursuant to
the Engagement, the third-party agency shall be liable for all liabilities as a result of the breach of
the Engagement and make compensation to our Company, if applicable.
During the Track Record Period, as instructed and on behalf of our Company, the amounts of
social insurance and housing provident funds paid by the third-party agency were RMB0 and
RMB0.4 million, for the years ended 2024 and 2025, respectively. During the Track Record Period
and up to the Latest Practicable Date, no administrative action or penalty has been imposed by the
relevant regulatory authorities with respect to our Company’s social insurance and housing
provident fund contributions, nor have we received any order or been informed to make any
supplementary payments. As advised by our PRC Legal Advisor, the likelihood that our Company
will be subject to administrative penalties by relevant authorities for using a third-party agency,
thereby causing material adverse effects on our operation or financial condition, is remote. As a
result, no provision had been made in this regard.
According to the “Suzhou Enterprise Specialized Credit Report (in lieu of the Certificate of
No Illegal Violations) (͜జѓ(׼))” obtained by our
Company on July 22, 2025, there has been no administrative penalty information or records of
credit restoration related to administrative penalties in respect of human resources and social
insurance as well as the management of housing provident funds from January 1, 2023 to July 22,
2025 (both dates inclusive).
We have strengthened our internal control procedures and required that under all future
employment, social insurance and housing provident contributions of the employees, despite their
residential city differences, must be made directly by us. We are continuously working with the
relevant employees on the possibility of transferring their social insurance and housing provident
fund contribution payment from the Engagement to a direct payment under the Company without
affecting the relevant employees’ interests; however, such arrangements require cooperation from
those relevant employees. Up to the Latest Practicable Date, the Company had successfully
transferred one employee’s social insurance and housing provident fund contributions made from
the Engagement to be directly paid by the Company.
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Accordingly, our Directors and PRC Legal Adviser are of the view that the Engagement for
social insurance and housing provident fund contribution would not have a material adverse effect
on our business, results of operations or financial condition or the Listing.
RISK MANAGEMENT AND INTERNAL CONTROL
We have devoted ourselves to establishing and maintaining risk management and internal
control systems consisting of policies and procedures that we consider to be appropriate for our
business operations, and we are dedicated to continuously improving these systems. See “— Data
Protection” in this section for discussion on the data protection procedures we have in place.
Risk Management
We are exposed to various risks in our business operations, and we recognize that risk
management is critical to our success. For more information, see “Risk Factors — Risks Relating
to Our Business”. We are also exposed to various market risks, in particular, credit, liquidity,
interest rate and currency risks that arise in the normal course of our business. For more
information, see “Financial Information — Market Risk Disclosure.”
We have adopted a series of risk management policies which set out a risk management
framework to identify, assess, evaluate, and monitor key risks associated with our strategic
objectives on an ongoing basis. Risks identified by management will be analyzed based on
likelihood and impact and will be properly followed up, mitigated and rectified by our Company
and reported to our Directors. To monitor the continuous implementation of risk management
policies and corporate governance measures after the Listing, we have adopted or will continue to
adopt, among other things, the following risk management measures: (i) establish an audit
committee to review and supervise our financial reporting process and internal control system. Our
audit committee consists of three members: SIU Paul Y u Hay, chairman of the committee, RUAN
Tim and LIN Jian. For the qualifications and experiences of these members, see “Directors and
Senior Management”; (ii) adopt various policies to ensure the compliance with the Listing Rules,
including but not limited to policies in respect of risk management, connected transactions and
information disclosure; (iii) provide regular anti-corruption and anti-bribery compliance training
for senior management and employees in order to enhance their knowledge of and compliance of
applicable laws and regulations; and (iv) arrange our Directors and senior management to attend
training seminars on Listing Rules requirements and the responsibilities as directors of a Hong
Kong-listed company.
We have appointed an internal control consultant to review the effectiveness of our internal
control measures related to our major business processes, to identify the deficiencies for
improvement, advise on the rectification measures and review the implementation of such measures.
During the review process of our internal control consultant, certain internal control matters were
identified, and we have adopted corresponding internal control measures to improve on these
matters. We have adopted the recommendations made by the internal control consultant. For the
ESG-related issues identified by our internal control consultant, we have established the ESG
Management Policy which clearly outlines our ESG management policies, ESG disclosure
framework, and key aspects relating to environmental and social management.
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BOARD OF DIRECTORS
Our Board consists of 11 Directors, comprising three executive Directors, four non-executive
Directors and four independent non-executive Directors. Our Directors were elected for a term of
three years and are subject to re-election. The following table sets forth certain information
regarding our Directors.
Name Age Position(s)
Date of joining
our Group
Date of
appointment as
a Director Responsibilities
Executive Directors
Dr. LIU Heng ( ᄎ㛬) /H1118/H111843 Chairman of the
Board, executive
Director
October 26,
2020
October 26,
2020
Responsible for the
overall strategic
planning, business
direction and
operations of our
Group
Dr. SUN Bill
Nai-chau (ɗ൴) /H1118/H1118
89 Executive Director October 26,
2020
October 26,
2020
Responsible for the
guidance and
oversight of the
overall research and
development
strategy of our
Group
Mr. XIE Ming ( ᑽჼ) /H1118/H111837 Executive Director February 24,
2021
May 19, 2025 Responsible for the
strategic execution
and operational
coordination of our
Group
Non-executive Directors
Mr. LIN Jian ( ᘺᄏ) /H1118/H111838 Non-executive
Director
October 20,
2022
October 20,
2022
Responsible for
overseeing Board
affairs and
providing strategic
advice and guidance
on the development
of our Group
Ms. GU Qin ( ᚥා) /H1118/H1118/H111854 Non-executive
Director
October 20,
2022
October 20,
2022
Responsible for
overseeing Board
affairs and
providing strategic
advice and guidance
on the development
of our Group
Dr. XUE Di ( ᑡဟ) /H1118/H1118/H111836 Non-executive
Director
May 19, 2025 May 19, 2025 Responsible for
overseeing Board
affairs and
providing strategic
advice and guidance
on the development
of our Group
Dr. CHEN Kan ( ௓Թ) /H111844 Non-executive
Director
May 19, 2025 May 19, 2025 Responsible for
overseeing Board
affairs and
providing strategic
advice and guidance
on the development
of our Group
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Name Age Position(s)
Date of joining
our Group
Date of
appointment as
a Director Responsibilities
Independent non-executive Directors
Mr. SIU Paul Y u Hay
(ጽᘴဢ)(Note) /H1118/H1118/H1118/H1118/H1118
65 Independent non-
executive
Director
Listing Date August 15,
2025
Responsible for
supervising and
providing
independent advice
on the operation and
management of our
Company
Mr. RUAN Tim
(Ԥ૴ɻ )
(Note) /H1118/H1118/H1118/H1118/H1118
39 Independent non-
executive
Director
Listing Date August 15,
2025
Responsible for
supervising and
providing
independent advice
on the operation and
management of our
Company
Mr. Y ANG Chun
(݆)
Note) /H1118/H1118/H1118/H1118/H1118/H1118
62 Independent non-
executive
Director
Listing Date August 15,
2025
Responsible for
supervising and
providing
independent advice
on the operation and
management of our
Company
Mr. ZHOU Guofang
(մ਷ԣ)
(Note) /H1118/H1118/H1118/H1118/H1118
48 Independent non-
executive
Director
Listing Date August 15,
2025
Responsible for
supervising and
providing
independent advice
on the operation and
management of our
Company
Note: Mr. SIU Paul Y u Hay ( ጽᘴဢ), Mr. RUAN Tim ( Ԥ૴ɻ), Mr. Y ANG Chun (݆and Mr. ZHOU Guofang
(մ਷ԣ) have been appointed by our Board as our independent non-executive Directors, effective from the
Listing Date.
Executive Directors
Dr. LIU Heng ( ᄎ㛬), aged 43, is our co-founder, chairman of our Board, executive Director,
chief executive officer and general manager. He has served as a Director since our Company’s
establishment in October 2020 and was re-designated as an executive Director on August 15, 2025.
He is primarily responsible for the overall strategic planning, business direction and operations of
our Group. Dr. Liu has also served as the director of Shanghai Longyan Biotechnology Co., Ltd. ( ඤ
Ҧ(ɪऎ)ʮ̡) and Hangzhou Lingcheng Biotechnology Co., Ltd. (Ҧ
ʮ̡) since their respective establishments in January 2021 and June 2025.
Dr. Liu has extensive experience in biopharmaceutical research and development. Prior to
founding our Group, Dr. Liu was the director and general manager of Longxing Pharma (Hangzhou)
Co., Ltd. (ᖹุ(ψ)ʮ̡) from September 2018 to July 2022. From October 2010 to
October 2017, Dr. Liu was a deputy director of Pre-clinical Research and Development at Evive
Biotechnology (Shanghai) Ltd. (ᔼᖹක೯(ɪऎ)ʮ̡ (“Evive ”), formerly known as
Generon (Shanghai) Corporation ( ਄ঐඤᔼᖹҦஔ(ɪऎ)ʮ̡). During his service with Evive,
Dr. Liu played a pivotal role in both domestic and international programs of development of several
innovative drugs. Notably, Dr. Liu was deeply involved in the development of a long-acting
granulocyte colony-stimulating factor (G-CSF) (marketed as Ryzneuta®), which successfully
completed phase III clinical trials globally and received market approval from the Food and Drug
Administration in the United States and the NMPA. From December 2008 to October 2010, Dr. Liu
worked at HD Biosciences (China) Co., Ltd. (Ҧ(ɪऎ)ʮ̡), a biology-focused
pre-clinical drug discovery contract research organization.
Dr. Liu obtained his bachelor’s degree in biomedical engineering from Shenyang
Pharmaceutical University (ɽኪ) in Liaoning, PRC in July 2004 and Ph.D. in molecular
and cellular biology from the State University of New Y ork in the United States in May 2009. Dr.
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Liu has been qualified as a senior biopharmaceutical engineer by Shanghai Municipal Evaluation
Committee for Senior Professional Titles in Pharmaceutical Specialty of Engineering Series ( ɪऎ
ึ) since October 2021.
Dr. Liu obtained various awards during his professional career, including, (i) The First Batch
of Gusu Leading Talents of Innovation and Entrepreneurship in 2022 (2022 ϋୋɓҭ֌ᘽ௴อ௴ุ
ɛʑ) by Office of the Talent Work Leading Group of the CPC Suzhou Municipal Committee
(܃in September 2022; (ii) 2023 Jiangsu Talent (޲“ᕐ௴
ɛʑ”) by Office of the Jiangsu Provincial Talent Work Leading Group (։ɛʑʈЪჯኬʃ
܃and Industry and Information Technology Department of Jiangsu (ʷ
ᝂ) in December 2023 and (iii) 2024 Major Innovation Team (2024ɽ௴อྠඟ) by Office of
the Talent Work Leading Group of the CPC Suzhou Municipal Committee in November 2024.
DIRECTORS AND SENIOR MANAGEMENT
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Dr. Liu was a director, the legal representative or a supervisor of the companies shown in the table below before their respective deregistration.
Name of the company
Place of
establishment Position Principal activities
Relationship with the
Group (save for
having overlapping
directors and/or
shareholders)
Reasons leading to the
deregistration
Roles and responsibility of
Directors and senior
management members of the
Group in the dissolved entity Status
Involvement of
the Director in
the dissolution of
the deregistered
company
Date of
deregistration
Longxing Biotechnology
(Shanghai) Co., Ltd. (ي
Ҧ(ɪऎ)ʮ̡) /H1118/H1118/H1118/H1118/H1118
PRC Director and legal
representative
No substantive business Nil Corporate structure was no
longer required.
Dr. Liu was responsible for
general management of the
company.
Deregistered Note 2 February 7,
2023
Longxing Pharma (Hangzhou)
Co., Ltd.
(ᖹุ(ψ)ʮ̡) /H1118
PRC Director and legal
representative
Research and
development of
innovative
biopharmaceuticals
Nil Corporate structure was no
longer required.
Dr. Liu was responsible for
general management of the
company.
Deregistered Note 3 August 4, 2022
LongBio Biotechnology
(Changshu) Co., Ltd. (ي
Ҧ(੬ᆞ)ʮ̡) /H1118/H1118/H1118/H1118/H1118
PRC Director and legal
representative
No substantive business Former subsidiary No active business Dr. Liu was responsible for
general management of the
company.
Deregistered Note 3 May 29,
2025
Longxing Biotechnology
(Changshu) Co., Ltd. (ي
Ҧ(੬ᆞ)ʮ̡) /H1118/H1118/H1118/H1118/H1118
PRC Director and legal
representative
No substantive business Nil Corporate structure was no
longer required.
Dr. Liu was responsible for
general management of the
company.
Deregistered Note 3 April 28, 2022
Longxing Pharma (Suzhou) Co.,
Ltd. (ᔼᖹ(ᘽψ)ʮ
̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC Director and legal
representative
No substantive business Nil Corporate structure was no
longer required.
Dr. Liu was responsible for
general management of the
company.
Deregistered Note 3 July 19, 2022
LongBio Pharma HK Limited /H1118/H1118HK Director Investment holding Nil Corporate structure was no
longer required.
Dr. Liu was responsible for
general management of the
company.
Deregistered Note 4 June 2, 2023
Changzhou Aibao Peptide
Biotechnology Co., Ltd. ( ੬ψ
ʮ̡) /H1118/H1118/H1118
PRC Director and legal
representative
No substantive business Nil No active business Dr. Liu was responsible for
general management of the
company.
Deregistered
(Note 1)
Note 2 August 28,
2018
Shanghai Geni Biotechnology Co.,
Ltd. (ʮ
̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC Director and legal
representative
No substantive business Nil No active business Dr. Liu was responsible for
general management of the
company.
Deregistered Note 2 May 21, 2019
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Notes:
1. It was first revoked and subsequently deregistered on August 28, 2018.
2. As a member of liquidation committee and during the dissolution, Dr. Liu exercised the powers under the applicable laws. Under PRC Company Law, the p owers of liquidation
committee include but are not limit to cleaning up the company’s properties and preparing a balance sheet and property list, notifying creditors, han dling unresolved business, settling
outstanding tax liabilities and any taxes incurred during the dissolution process, clearing up claims and debts and distributing the remaining asse ts of the company after settling
debts and represent the company in any civil litigation.
3. The company was dissolved by way of simplified deregistration, which is applicable only to companies which have not commenced operations or have no t incurred debts or
liabilities. Simplified deregistration is generally instituted by shareholders.
4. Dr. Liu, along with all other directors, confirmed by way of a written resolution that the conditions for deregistration in Hong Kong had been satisf ied and had authorized any director
to submit the application for deregistration.
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Dr. Liu confirmed that (i) there is no wrongful act on his part leading to the deregistration;
(ii) he is not aware of any material outstanding claim that has been made against him as a result of
the respective deregistration; (iii) no misconduct or misfeasance on his part had been involved in
the respective deregistration; (iv) there is no material outstanding legal proceedings, claims or
disputes against each of the deregistered entities; (v) each of the deregistered entities remained
solvent at the time of deregistration; and (vi) there was no material non-compliance during the
Track Record Period and prior to deregistration for each of the deregistered entities.
Dr. Sun Bill Nai-chau (SUN, Nai-chau) (ɗ൴), aged 89, is our co-founder and executive
Director. He has served as a Director of our Company since the establishment of our Company in
October 2020 and was re-designated as an executive Director on August 15, 2025. He is primarily
responsible for the guidance and oversight of the overall research and development strategy of our
Group.
Dr. Sun has extensive experience in biomedical research and development. Prior to founding
our Group, Dr. Sun was the director of Longxing Pharma (Hangzhou) Co., Ltd. from September
2018 to July 2022. Since August 2001, Dr. Sun has been the chairman of the board of directors of
PharMab. PharMab is one of our Controlling Shareholders holding approximately 1.14%
shareholding in our Company as of the Latest Practicable Date.
From January 1987 to October 2000, Dr. Sun served as the assistant director of the hybridoma
research department of Tanox Inc., a biotech company established in Texas, the United States in
1986. Tanox was listed on the NASDAQ Stock Market in 2000 and was acquired by Genentech, Inc.
in 2007. During Dr. Sun’s employment with Tanox, he worked in research and development and was
one of the main inventors behind the groundbreaking first generation anti-IgE antibody,
Omalizumab (marketed as Xolair®). Before joining the Tanox Inc., Dr. Sun worked in various
laboratories of national institute and university in the United States for life science research and
development.
Dr. Sun obtained a bachelor’s degree of Science in agriculture from the National Taiwan
University ( ਷ͭၽᝄɽኪ) in Taipei, Taiwan, China in June 1960, a master’s degree in science from
the University of Manitoba in Canada in October 1965, and Ph.D. from the Iowa State University
in the United States in February 1970. Dr. Sun has become a member of the Honor Society of Phi
Kappa Phi (ࡰof the Iowa State University in December 1970. He has been awarded
with the certificate of honor by Zhejiang University ( एϪɽኪ) in March 2021 for the donation in
support of the education development of Zhejiang University.
Dr. Sun was a director or the legal representative of the companies shown in the table below
before their respective deregistration.
Name of the company
Place of
establishment Position Principal activities
Relationship
with the Group
Reasons
leading to the
deregistration
Roles and
responsibility of
Directors and senior
management members
of the Group in the
dissolved entity Status
Involvement of the
Director in the
dissolution of the
deregistered
company
Date of
deregistration
Longxing Pharma(Hangzhou) Co.,
Ltd. (ᖹุ
(ψ)ʮ̡) /H1118/H1118
PRC Director Research and
development of
innovative
biopharmaceuticals
Nil Corporate structure
was no longer
required.
Dr. Sun was responsible
for guiding the
company’s
research and
development
strategy.
Deregistered Note 2 August 4, 2022
Longxing Pharma
(Suzhou) Co., Ltd.
(ᔼᖹ(ᘽψ)
ʮ̡) /H1118/H1118/H1118/H1118
PRC Director No substantive business Nil Corporate structure
was no longer
required.
Dr. Sun was responsible
for guiding the
company’s
research and
development
strategy.
Deregistered Note 2 July 19, 2022
Shanghai Riyun
Biopharmaceutical
Co., Ltd. ( ɪऎ˚ঀ
ʮ̡) /H1118
PRC Director and legal
representative
No substantive business Nil No active business Dr. Sun was responsible
for general
management of the
company.
Deregistered Note 1 March 1, 2024
LongBio Pharma HK
Limited /H1118/H1118/H1118/H1118/H1118
HK Director Investment holding Nil Corporate structure
was no longer
required.
Dr. Sun was responsible
for general
management of the
company.
Deregistered Note 3 June 2, 2023
DIRECTORS AND SENIOR MANAGEMENT
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Notes:
1. As a member of liquidation committee and during the dissolution, Dr. Sun exercised the powers under the applicable
laws. Under PRC Company Law, the powers of liquidation committee include but are not limit to cleaning up the
company’s properties and preparing a balance sheet and property list, notifying creditors, handling unresolved
business, settling outstanding tax liabilities and any taxes incurred during the dissolution process, clearing up claims
and debts and distributing the remaining assets of the company after settling debts and represent the company in any
civil litigation.
2. The company was dissolved by way of simplified deregistration, which is applicable only to companies which have
not commenced operations or have not incurred debts or liabilities. Simplified deregistration is generally instituted
by shareholders.
3. Dr. Sun, along with all other directors, confirmed by way of a written resolution that the conditions for deregistration
in Hong Kong had been satisfied and had authorized any director to submit the application for deregistration. Dr. Sun,
on behalf of the company and with the assistance of professional parties, submitted the application for deregistration
to the Companies Registry in Hong Kong.
Dr. Sun confirmed that (i) there is no wrongful act on his part leading to the deregistration;
(ii) he is not aware of any material outstanding claim that has been made against him as a result of
the respective deregistration; and (iii) no misconduct or misfeasance on his part had been involved
in the respective deregistration.
Mr. XIE Ming ( ᑽჼ), aged 37, is our executive Director and deputy general manager. He
joined our Group in February 2021 as a business manager, and has been appointed as a Director and
deputy general manager in May 2025 and July 2025, respectively. He was re-designated as an
executive Director on August 15, 2025. He is primarily responsible for the strategic execution and
operational coordination of our Group.
Prior to joining our Group, Mr. Xie served as a business manager of Longxing Pharma
(Hangzhou) Co., Ltd. from May 2020 to February 2021. From January 2018 to September 2019, he
worked at Shenyang 3SBio Co., Ltd. (ʮ̡). From March 2012 to December
2017, he worked as a research and development engineer in Evive. During that period, he was
involved in various clinical research projects, including a long-acting granulocyte colony-
stimulating factor (G-CSF) (marketed as Ryzneuta®), which successfully completed phase III
clinical trials globally and received market approval from the Food and Drug Administration in the
United States and the NMPA.
Mr. Xie obtained a bachelor’s degree in biological science (national base for biological
science) from the Nanjing Agricultural University (ԯุ༵ɽኪ) in the PRC in June 2010 and a
master of business administration from the Tongji University ( Ν᏶ɽኪ) in the PRC in July 2022.
He has been qualified as pharmaceutical distribution technology service engineer (؂
ࢪby Shanghai Municipal Evaluation Committee for Intermediate Professional Titles in
Pharmaceutical Specialty of Engineering Series (ึ)i n
December 2023.
Non-executive Directors
Mr. LIN Jian ( ᘺᄏ), aged 38, was appointed as a Director in October 2022 and was
re-designated as our non-executive Director on August 15, 2025. He is mainly responsible for
overseeing Board affairs and providing strategic advice and guidance on the development of our
Group.
Mr. Lin first joined Shenzhen Oriental Fortune Capital Investment Management Co., Ltd. ( ଉ
ʮ̡) in 2015 and currently assumes the position of investment
director.
From February 2013 to October 2015, Mr. Lin has successively worked at the Shanghai Food
and Drug Administration (္ຖ၍ଣ҅) and the Songjiang Branch of Shanghai Food
and Drug Administration (Ϫʱ҅).
Mr. Lin obtained a bachelor’s degree majoring in pharmacy and a master’s degree majoring
in microbial and biochemical pharmacy from Shanghai Jiao Tong University ( ɪऎʹஷɽኪ)i nt h e
PRC in July 2009 and June 2012, respectively.
Mr. Lin was the supervisor of the company shown in the table below before its deregistration.
DIRECTORS AND SENIOR MANAGEMENT
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Name of the company
Place of
establishment Position Principal activities
Relationship
with the Group
Reasons leading to
the deregistration
Roles and
responsibility of
Directors and senior
management members
of the Group in the
dissolved entity Status
Involvement of the
Director in the
dissolution of the
deregistered
company
Date of
deregistration
Suzhou Lixin
Biotechnology
Consultancy Service
Co., Ltd. ( ᘽψͭː
ਕϞ
ʮ̡) /H1118/H1118/H1118/H1118/H1118
PRC Supervisor No substantive business Nil The company ceased
to operate the
business.
Mr. Lin was responsible
for overseeing
operations to
ensure legal and
regulatory
compliance.
Deregistered Note 1 September 13,
2021
Note:
1. As a member of liquidation committee and during the dissolution, Mr. Lin exercised the powers under the applicable
laws. Under PRC Company Law, the powers of liquidation committee include but are not limit to cleaning up the
company’s properties and preparing a balance sheet and property list, notifying creditors, handling unresolved
business, settling outstanding tax liabilities and any taxes incurred during the dissolution process, clearing up claims
and debts and distributing the remaining assets of the company after settling debts and represent the company in any
civil litigation.
Mr. Lin confirmed that (i) there is no wrongful act on his part leading to the deregistration;
(ii) he is not aware of any material outstanding claim that has been made against him as a result of
the respective deregistration; and (iii) no misconduct or misfeasance on his part had been involved
in the respective deregistration.
Ms. GU Qin ( ᚥා), aged 54, was appointed as a Director in October 2022 and was
re-designated as our non-executive Director on August 15, 2025. She is mainly responsible for
overseeing Board affairs and providing strategic advice and guidance on the development of our
Group.
Ms. Gu has been the chief accountant of Shanghai Tongrui Investment Management Co., Ltd.
(ʮ̡) since January 2022.
From October 1988 to December 2021, Ms. Gu assumed various positions in Jiangsu Baixue
Electrical Appliance Co., Ltd. (ʮ̡) with her last position in audit
department responsible for the internal audit of the enterprise.
Ms. Gu graduated from a long-distance learning course in financial management from the
Jiangsu Radio and Television University ( Ϫᘽᄿᅧཥൖɽኪ, currently known as Jiangsu Open
University (ɽኪ)) in the PRC in October 2005. She obtained an intermediate professional
title in accounting conferred by the Ministry of Finance of the PRC (௅). She
was awarded as outstanding practicing accountant in Changshu (٫b y
Finance Bureau of Changshu (҅) in March 2006.
Dr. XUE Di ( ᑡဟ), aged 36, was appointed as a Director in May 2025 and was re-designated
as our non-executive Director on August 15, 2025. She is mainly responsible for overseeing Board
affairs and providing strategic advice and guidance on the development of our Group.
Dr. Xue has been the deputy director of Shanghai Hehong Jinghui Equity Investment
Management Co., Ltd. (ʮ̡) since May 2024. From August 2021
to April 2024, she was the vice president of Ling Jian Consulting Shanghai Private Limited. From
January 2017 to December 2020, she worked as a post-doctoral scientist in Genentech, Inc.
Dr. Xue obtained a bachelor’s degree majoring in biotechnology from the Nankai University
(කɽኪ) in the PRC in June 2011 and Ph.D. majoring in experimental medicine from the McGill
University in Canada in May 2017.
Dr. CHEN Kan ( ௓Թ), aged 44, was appointed as a Director in May 2025 and was
re-designated as our non-executive Director on August 15, 2025. He is mainly responsible for
overseeing Board affairs and providing strategic advice and guidance on the development of our
Group.
Dr. Chen has served as a director since August 2021 and was re-designated since June 2023
as a non-executive director of InSilico Medicine Cayman TopCo, a company listed on the Hong
Kong Stock Exchange (HKEX: 3696).
DIRECTORS AND SENIOR MANAGEMENT
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Previously, Dr. Chen served as a non-executive director of Abbisko Cayman Limited, a
company listed on the Hong Kong Stock Exchange (HKEX: 2256), which is principally engaged in
the discovery and development of small molecule oncology therapies, from February 2020 to June
2021, a director of Jiangsu Y ahong Meditech Co., Ltd. (ʮ̡), a
company listed on the Shanghai Stock Exchange STAR Market (SSE: 688176), which is principally
engaged in drug innovation with a focus on urinary system tumors and other serious diseases, from
December 2020 to December 2023, a non-executive director of Antengene Corporation Limited, a
company listed on the Hong Kong Stock Exchange (HKEX: 6996), from March 2021 to June 2024,
a non-executive director of CANbridge Pharmaceuticals Inc., a company listed on the Hong Kong
Stock Exchange (HKEX: 1228), from December 2020 to September 2024 and a director of Connect
Biopharma Holdings Limited, a company listed on The Nasdaq Global Market (NASDAQ: CNTB)
from December 2020 to December 2025.
Dr. Chen joined Qiming V enture Partners in 2016 and currently serves as a partner, focusing
on the healthcare sector.
Dr. Chen obtained his bachelor’s degree majoring in biological science from Fudan University
(ూ͇ɽኪ) in the PRC in July 2004, and Ph.D. from Case Western Reserve University in the United
States in January 2009.
Independent non-executive Directors
Mr. SIU Paul Yu Hay ( ጽᘴဢ), aged 65, has been appointed as our independent
non-executive Director on August 15, 2025. He is mainly responsible for supervising and providing
independent advice on the operation and management of our Company.
Mr. Siu has served as independent director of Shanghai Jiaoda Onlly Co., Ltd. (׻
ʮ̡), a company listed on the Shanghai Stock Exchange (SSE:600530) and principally
engaged in development, production and distribution of healthcare products, and operation and
management of elderly care institutions, since November 2023. He is primarily responsible for
chairing the audit committee and supervising and providing independent advice on the operation
and management. He has also served as an independent non-executive director, the chairman of the
audit committee and a member of the remuneration committee and the strategy and planning
committee of Tong Ren Tang Technologies Co. Ltd., a company listed on the Hong Kong Stock
Exchange (HKEX: 1666) since February 2026.
Mr. Siu is a certified public accountant in Hong Kong and a chartered professional accountant
in Ontario, Canada and he held multiple senior leadership positions at Deloitte from April 1996 to
May 2023, including corporate development leader of Deloitte Asia Pacific, and various leadership
roles in Deloitte China including chief operating officer and deputy chief executive officer, clients
and industries leader, eastern region managing partner, eastern region audit leader, and audit
partner.
Mr. Siu obtained his bachelor of mathematics degree from the University of Waterloo in
Canada in May 1984. He was awarded the Shanghai Magnolia Award in October 2015 by Foreign
Affairs Office of the Shanghai Municipal People’s Government (܃.)
Mr. RUAN Tim ( Ԥ૴ɻ), aged 39, has been appointed as our independent non-executive
Director on August 15, 2025. He is mainly responsible for supervising and providing independent
advice on the operation and management of our Company.
Since January 2023, he has served as the chief financial officer of Ocumension Therapeutics,
a company listed on the Hong Kong Stock Exchange (HKEX: 1477), and he was appointed as one
of the joint company secretaries of the company in September 2023. He is responsible for its
financial management, investor relations and company secretarial matters. Mr. Ruan has extensive
experience of financial management. Prior to joining Ocumension Therapeutics in January 2023, he
served as an executive director of the corporate finance department of Goldman Sachs (Asia) L.L.C.
from November 2020 to January 2023. From January 2018 to November 2020, he worked at Morgan
Stanley Asia Limited, with his last position as a vice president of the investment banking division.
From February 2016 to December 2017, he acted as an associate within the investment banking
division of Nomura International (Hong Kong) Limited. From September 2013 to January 2016, he
worked at Sullivan & Cromwell LLP .
Mr. Ruan graduated from The Hong Kong University of Science and Technology in Hong
Kong in November 2021 with a master’s degree of science, majoring in biotechnology. He
graduated from The University of New South Wales in Australia in May 2010 with bachelor’s
degree of laws and bachelor’s degree of commerce majoring in finance.
DIRECTORS AND SENIOR MANAGEMENT
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Mr. YANG Chun (݆)aged 62, has been appointed as our independent non-executive
Director on August 15, 2025. He is mainly responsible for supervising and providing independent
advice on the operation and management of our Company.
Mr. Y ang has extensive experience in biomedical research, pharmaceutical development, and
corporate management. Since October 2014, he has served as the chairman of Sichuan Luzhou
Buchang Biopharmaceutical Co., Ltd. (ʮ̡), responsible for the
overall management and operations in biopharmaceutical production.
Prior to the above roles, he served as a lecturer at Chengdu Military Medical College, Third
Military Medical University (ᔼኪ৫) in the PRC in 2000. Mr. Y ang obtained
a master’s degree of medicine majoring in immunology from West China University of Medical
Sciences (ɽኪ) in the PRC in June 1992.
Mr. Y ang was a supervisor of the company shown in the table below before its deregistration.
Name of the company
Place of
establishment Position Principal activities
Relationship
with the Group
Reasons leading
to the
deregistration
Roles and
responsibility of
Directors and
senior
management
members of the
Group in the
dissolved entity Status
Date of
deregistration
Sichuan Aojian
Biopharmaceutical
Co., Ltd. ( ̬ʇෳ
ࠢ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118
PRC Supervisor No substantive
business
Nil The company
ceased to
operate the
business.
Mr. Y ang was
responsible
for
overseeing
operations
to ensure
legal and
regulatory
compliance.
Deregistered June 19,
2019
Mr. Y ang confirmed that (i) there is no wrongful act on his part leading to the deregistration;
(ii) he is not aware of any material outstanding claim that has been made against him as a result of
the respective deregistration; and (iii) no misconduct or misfeasance on his part had been involved
in the respective deregistration on his part.
Mr. ZHOU Guofang ( մ਷ԣ), aged 48, has been appointed as our independent non-executive
Director on August 15, 2025. He is mainly responsible for supervising and providing independent
advice on the operation and management of our Company.
He has extensive experience in pharmaceutical industry. He began his career at Y angtze River
Pharmaceutical Group ( ౮ɿϪᖹุණྠ)( “ YRPG ”) in October 1999, where he worked in the
marketing department of YRPG. He worked on marketing, promotion and brand development. In
June 2014, Mr. Zhou joined Shanghai Haijiya Pharmaceutical Co., Ltd. (ʮ̡),
a subsidiary of YRPG and worked there from July 2014 to July 2024. In August 2024, Mr. Zhou
began working at Shanghai Shishiruyi Medical Device Co., Ltd (ʮ̡),
a medical device company, where he serves as the general manager and is responsible for overall
management and operations.
Mr. Zhou obtained a bachelor’s degree majoring in pharmacy from Xi’an Jiaotong University
(Гτʹஷɽኪ) in the PRC in December 2022 and is a member of the Medical Device Innovation
and Application Subcommittee of the China Association for Medical Equipment ( ʕ਷ᔼኪༀ௪՘
ࡰ.)
DIRECTORS AND SENIOR MANAGEMENT
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--- page 224 ---
SENIOR MANAGEMENT
The following table sets out certain information regarding our senior management.
Name Age
Date of joining
our Group
Date of
appointment
as a member
of senior
management
Position(s) held at
our Group
as of the Latest
Practicable Date Responsibilities
Dr. LIU Heng ( ᄎ㛬) /H1118/H111843 October 26,
2020
October 26,
2020
Chief executive
officer, general
manager
Responsible for the
overall strategic
planning, business
direction and
operations of our
Group
Mr. XIE Ming ( ᑽჼ) /H1118/H111837 February 24,
2021
July 15, 2025 Deputy general
manager
Responsible for the
strategic execution
and operational
coordination of our
Group
For biographical details of Dr. LIU Heng ( ᄎ㛬) and Mr. XIE Ming ( ᑽჼ), please see
“— Executive Directors” of this section.
Save as disclosed above, none of our Directors or senior management has held any
directorship in any public company the securities of which are listed on any securities market in
Hong Kong or overseas during the three years immediately preceding the Latest Practicable Date.
COMPANY SECRETARY
Ms. YUNG Mei Y ee (ᄃ) was appointed on July 29, 2025 as our company secretary. Ms.
Y ung is a vice president of SWCS Corporate Services Group (Hong Kong) Limited. She has
extensive experience in handling company secretarial, corporate governance and compliance affairs
of listed companies. She has held various senior company secretarial positions in and acted as the
company secretary or joint company secretary of a number of companies listed on the Hong Kong
Stock Exchange. She is currently the company secretary or joint company secretary of a few listed
companies on the Hong Kong Stock Exchange. She is a fellow of The Hong Kong Chartered
Governance Institute and The Chartered Governance Institute in the United Kingdom. She obtained
a bachelor’s degree of arts in accountancy and a master’s degree of arts in language and law from
the City University of Hong Kong (̹ɽኪ), and a bachelor’s degree of laws from the
University of London.
BOARD COMMITTEE
We have established the following committees on our Board: the Audit Committee, the
Remuneration Committee and the Nomination Committee. The committees operate in accordance
with the terms of reference established by our Board.
Audit Committee
We have established an audit committee with written terms of reference in compliance with
Rule 3.21 of the Listing Rules and the Corporate Governance Code. The primary duties of the audit
committee are to review and supervise the financial reporting process and internal control system
of our Group, review and approve connected transactions and to advise the Board. The audit
committee comprises two independent non-executive Directors and one non-executive Director,
namely, Mr. SIU Paul Y u Hay ( ጽᘴဢ), Mr. RUAN Tim ( Ԥ૴ɻ) and Mr. LIN Jian ( ᘺᄏ). Mr. SIU
Paul Y u Hay (ጽᘴဢ), the chairperson of the committee, is appropriately qualified as required under
Rules 3.10(2) and 3.21 of the Listing Rules.
Remuneration Committee
We have established a remuneration committee with written terms of reference in compliance
with Rule 3.25 of the Listing Rules and the Corporate Governance Code. The primary duties of the
remuneration committee are to review and make recommendations to the Board regarding the terms
of remuneration packages, bonuses and other compensation payable to our Directors and senior
DIRECTORS AND SENIOR MANAGEMENT
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--- page 225 ---
management. The remuneration committee comprises two independent non-executive Directors and
one executive Director, namely, Mr. RUAN Tim ( Ԥ૴ɻ), Mr. Y ANG Chun (݆and Mr. XIE
Ming ( ᑽჼ). Mr. Y ANG Chun (݆is the chairperson of the committee.
Nomination Committee
We have established a nomination committee with written terms of reference in compliance
with Rule 3.27A of the Listing Rules and the Corporate Governance Code. The primary duties of
the nomination committee are to make recommendations to our Board regarding the appointment of
Directors and Board succession. The nomination committee comprises one executive Director, three
independent non-executive Directors and one non-executive Director, namely, Dr. LIU Heng ( ᄎ㛬),
Mr. Y ANG Chun (݆Mr. SIU Paul Y u Hay ( ጽᘴဢ), Mr. ZHOU Guofang ( մ਷ԣ) and Ms. GU
Qin ( ᚥා). Dr. LIU Heng ( ᄎ㛬) is the chairperson of the committee.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Save as disclosed herein and in the section headed “Relationship with our Controlling
Shareholders”, each Director confirms that as of the Latest Practicable Date, he or she did not have
any interest in a business which competes or is likely to compete, either directly or indirectly, with
the Company’s business which would require disclosure under Rule 8.10 of the Listing Rules.
From time to time our non-executive Directors may serve on the boards of both private and
public companies within the broader healthcare and biopharmaceutical industries. However, as
these non-executive Directors are not members of our senior management team, we do not believe
that their interests in such companies as directors would render us incapable of carrying on our
business independently from the other companies in which these non-executive Directors may hold
directorships from time to time.
Rule 3.09D of the Listing Rules
Each of the Directors confirms that he or she (i) has obtained the legal advice referred to under
Rule 3.09D of the Listing Rules on August 15, 2025 or August 18, 2025, and (ii) understands his
or her obligations as a director of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his independence as
regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he has no
past or present financial or other interest in the business of the Company or its subsidiaries or any
connection with any core connected person of the Company under the Listing Rules as of the Latest
Practicable Date, and (iii) that there are no other factors that may affect his independence at the time
of his appointments.
CORPORATE GOVERNANCE CODE
We recognize the importance of incorporating elements of good corporate governance in our
management structure and internal control procedures so as to achieve effective accountability. We
have adopted the code provisions stated in the Corporate Governance Code. Except for the deviation
from code provision C.2.1 and C.6.1 of Part 2 of the Corporate Governance Code, our Company’s
corporate governance practices have complied with the code on corporate governance practices.
Pursuant to code provision C.2.1 of Part 2 of the Corporate Governance Code, the roles of
chairman and chief executive should be separate and should not be performed by the same
individual. Dr. Liu is the chairman of our Board and the president of our Company. In view that Dr.
Liu is the founder of our Group and has been operating and managing our Group since the
establishment of our Group, our Board believes that it is in the best interest of our Group to have
Dr. Liu taking up both roles for effective management and business development. Therefore, our
Directors consider that the deviation from the code provision C.2.1 of Part 2 of the Corporate
Governance Code is appropriate in such circumstance.
Ms. YUNG Mei Y ee (ᄃ), the company secretary of our Company, does not act as
individual employee of our Company, but as an external service provider. Pursuant to code
provision C.6.1 of Part 2 of the Corporate Governance Code, an issuer can engage an external
service provider as its company secretary, provided that the issuer should disclose the identity of
a person with sufficient seniority at the issuer whom the external provider can contact. In this
DIRECTORS AND SENIOR MANAGEMENT
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--- page 226 ---
respect, our Company has nominated Mr. XIE Ming ( ᑽჼ) as its contact point for Ms. Y ung. While
our Company is well aware of the importance of the company secretary in supporting the Board on
governance matters, after having considered Ms. Y ung’s employment at SWCS Corporate Services
Group (Hong Kong) Limited, which provides corporate advisory and company secretarial services,
both our Company and Ms. Y ung are of the view that there will be sufficient time, resources and
supporting for fulfilment of the company secretary requirements of our Company. In view of Ms.
Y ung’s experience in company secretarial functions, our Directors believe that Ms. Y ung has the
appropriate company secretarial expertise for the purposes of Rule 8.17 of the Listing Rules.
MANAGEMENT PRESENCE
According to Rule 8.12 of the Listing Rules, we must have sufficient management presence
in Hong Kong. This normally means that at least two of our executive Directors must be ordinarily
resident in Hong Kong. Since the principal business operations of our Group are conducted in
Mainland China, members of our senior management are, and are expected to continue to be, based
in Mainland China. Further, as our executive Directors have a vital role in our Group’s operations,
it is crucial for them to remain in close proximity to our Group’s central management located in
Mainland China. Our Company does not and, for the foreseeable future, will not have a sufficient
management presence in Hong Kong. We have applied for, and the Stock Exchange has granted, a
waiver from compliance with Rule 8.12 of the Listing Rules. For further details, see “Waivers from
Strict Compliance with the Listing Rules and Exemption from Strict Compliance with the
Companies (Winding Up and Miscellaneous Provisions) Ordinance — Waiver in respect of
Management Presence in Hong Kong.”
BOARD DIVERSITY POLICY
Our Company has adopted a board diversity policy (the “ Board Diversity Policy ”) before
Listing setting out the approach to achieve and maintain diversity on the Board in compliance with
the Listing Rules, pursuant to which our Company seeks to achieve Board diversity through
consideration of a number of factors, including but not limited to gender, age, cultural and education
background, professional experience, skills, knowledge, length of service and any other factors that
the Board may consider relevant and applicable from time to time.
Furthermore, the Nomination Committee will review the Board composition at least once
annually taking into account the benefits of all relevant diversity aspects, and adhering to the Board
Diversity Policy when making recommendation to the Board on appointment of new Directors. The
Nomination Committee will also review the Board Diversity Policy, as appropriate, to ensure its
continued effectiveness and our Company will take opportunities to increase the proportion of
female members over time when selecting and making recommendation on suitable candidates for
Board appointments so as to ensure that appropriate gender diversity is achieved with reference to
stakeholders’ expectation and international and local recommended best practices.
The Board comprises 11 members, including three executive Directors, four non-executive
Directors and four independent non-executive Directors. Our Directors have a balanced mix of
experience, including pharmaceutics, science, and financial management. Furthermore, the Board
has a relatively wide range of age, ranging from 36 years old to 89 years old. The Board has both
male and female representation on the Board. Our Directors consider that the current composition
of the Board satisfies the principles under the Board Diversity Policy.
COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT
The compensation and remuneration of our Directors are determined by our Shareholders’
general meetings and the compensation and remuneration of members of the senior management are
determined by the Board. We also reimburse them for expenses which are necessary and reasonably
incurred in providing services to us or discharging their duties in relation to our operations. When
reviewing and determining the specific remuneration packages for our Directors and members of the
senior management, our Shareholders’ general meetings and the Board of Directors take into
consideration factors such as time commitment, level of responsibilities and desirability of
performance-based remuneration. As required by PRC laws and regulations, we also participate in
various defined contribution plans organized by relevant provincial and municipal government
authorities and welfare schemes for our employees, including medical insurance, injury insurance,
unemployment insurance, pension insurance, maternity insurance and housing provident fund.
Our Company offers our executive Directors and senior management members, who are also
our employees, compensation in the form of salaries, bonuses, allowances and benefits in kind,
share-based payment, pension scheme contributions and social security. Our non-executive
Directors and independent non-executive Directors receive fixed compensation.
DIRECTORS AND SENIOR MANAGEMENT
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The aggregate amounts of remuneration paid by us to our Directors for the years ended
December 31, 2024 and 2025 were approximately RMB545,000 and RMB2,398,000, respectively.
The aggregate amounts of remuneration paid by us to our five highest paid individuals for the
years ended December 31, 2024 and 2025 were approximately RMB4.0 million and RMB8.9
million, respectively.
It is estimated that remuneration equivalent to approximately RMB4.4 million in aggregate
will be paid to the Directors by our Company in 2026 based on the arrangements in force as of the
date of this prospectus.
No remuneration was paid by us to our Directors or the five highest paid individuals as
inducement to join or upon joining us or as a compensation for loss of office during the Track
Record Period. Furthermore, none of our Directors had waived or agreed to waive any remuneration
during the same periods.
Save as disclosed above, no other payments have been paid or are payable, in the years ended
December 31, 2024 and 2025, respectively, by us to the Directors.
EMPLOYEE INCENTIVE SCHEME
Please see “Appendix VI — Statutory and General Information — Employee Incentive
Scheme” for details.
DIRECTORS’ INTEREST
Save as disclosed above and in the sections headed “Substantial Shareholders”, “Relationship
with our Controlling Shareholders” and “Appendix VI – Statutory and General Information”, each
of our Directors and members of the senior management (i) did not hold other positions in our
Group as of the Latest Practicable Date; (ii) had no other relationship with any of our Directors and
senior management as of the Latest Practicable Date; and (iii) did not hold any other directorship
in listed companies in the three years prior to the Latest Practicable Date. For our Directors’
interests in the Shares within the meaning of Part XV of the SFO, please see “Appendix VI —
Statutory and General Information” to this prospectus.
Save as disclosed herein, to the best of the knowledge, information and belief of our Directors,
having made all reasonable inquiries, there were no additional matters with respect to the
appointment of our Directors that need to be brought to the attention of the Shareholders and there
were no additional information relating to our Directors that are required to be disclosed pursuant
to Rules 13.51(2)(h) to (v) of the Listing Rules as of the Latest Practicable Date.
COMPLIANCE ADVISOR
We have appointed Somerley Capital Limited as our compliance advisor pursuant to Rule
3A.19 of the Listing Rules, and the compliance advisor will advise our Company in the following
circumstances:
 before the publication of any regulatory announcement, circular or financial report;
 where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases;
 where our Company proposes to use the proceeds of the Global Offering in a manner that
is different from that detailed in this prospectus or where our business activities,
developments or results deviate from any forecasts, estimates or other information in
this prospectus; and
 where the Hong Kong Stock Exchange makes an inquiry to our Company regarding
unusual movements in the price or trading volume of our H Shares, the possible
development of a false market in our H Shares or any other matters.
The terms of the appointment of our compliance advisor will commence on the Listing Date
and end on the date when we distribute the annual report of our financial results for the first full
financial year commencing after the Listing Date.
DIRECTORS AND SENIOR MANAGEMENT
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OUR CONTROLLING SHAREHOLDERS
Acting in Concert Arrangement
Pursuant to an acting-in-concert agreement dated August 23, 2023 (the “ AIC Agreement ”),
entered into by and amongst Dr. Liu, Dr. Sun, Ms. Chow, Suzhou Taiwu and Shanghai Rising Suns
(together, the “ Concert Parties ”), the Concert Parties agreed, among others, to maintain the concert
party relationship as and when they remain as our Shareholders and act in concert with Dr. Liu on
matters relating to the material operation of our Company during the term of the AIC Agreement,
which shall be effective from the date of the AIC Agreement until five years after the date of the
initial public offering of our Shares on any stock exchange in China and shall be automatically
renewed for another five years unless terminated by the Concert Parties in accordance with the AIC
Agreement. By virtue of the AIC Agreement, the Concert Parties may terminate the AIC Agreement
in writing upon expiry of the initial term commencing from the date of the AIC Agreement until five
years after the date of the initial public offering of the Shares on any stock exchange in China
(which include the Stock Exchange). Pursuant to the AIC Agreement, prior to taking action on major
operational matters of our Company, as well as prior to voting on matters to be deliberated by the
Shareholders’ meetings and the board meetings of our Company, the Concert Parties should engage
in thorough consultation and communication to ensure consistency of action. If the Concert Parties
are unable to reach a consensus through consultation, each Concert Party shall exercise its voting
rights at the Shareholders’ meeting or board meeting in accordance with Dr. Liu’s opinion.
Pursuant to the AIC Agreement, all matters that the Concert Parties are required to engage in
consultation and communication prior to voting on matters deliberated by the shareholders’
meetings and the board meetings of the Company include:
1. deciding the company’s business policies, investment plans, and organizational
structure;
2. electing/replacing directors and supervisors, setting their remuneration, and managing
key executive appointments and incentives;
3. approving annual financial budgets, profit distribution, loss compensation, and capital
changes;
4. approving external company activities like investments, mergers, acquisitions and
corporate bond issuance;
5. amending company articles, and handling major corporate changes like mergers,
divisions, dissolutions, and liquidation; and
6. other matters to be reviewed by shareholders or directors as stipulated by the Articles of
Association.
In November 2024, PharMab became our Shareholder in the Series B2 Financing. Despite that
PharMab is not a party to AIC Agreement, PharMab should be regarded as a party acting-in-concert
with the Concert Parties. Dr. Sun and Ms. Chow together constitute the largest shareholder, holding
60.5% registered share capital in PharMab as at the Latest Practicable Date, and occupy two out of
three board seats in PharMab. Given their control over both the board meeting and the shareholders’
meeting, Dr. Sun and Ms. Chow have control over all the voting rights attached to the Shares of our
Company held by PharMab. Apart from Dr. Sun and Ms. Chow, who hold 39.3% and 21.2% of
registered share capital in PharMab, respectively, the equity interests of PharMab are held by
Ruey-Shyan LIOU ( ᄎ๿ሬ) as to 16%, Teresa CHOU (ڄbeing a sibling of Ms. Chow) as
to 8.5%, Cherie Chihyun SUNG (ڄbeing a sibling of Ms. Chow) as to 5%, Jay Jiekuen LOU
(׺being a nephew-in-law of Ms. Chow) as to 5%, Wing Pun FUNG ( ඹ࿲੸) (being a
brother-in-law of Ms. Chow) as to 2%, Junying GUO* (ߵࠏas to 1.5% and Dylan I-Ping
CHANG ( ௝ɓ̻) as to 1.5%. Save for Dr. Sun, Teresa CHOU (ڄCherie Chihyun SUNG ( մ
ڄJay Jiekuen LOU (׺and Wing Pun FUNG ( ඹ࿲੸) who are siblings or relatives of Ms.
Chow and hold in aggregate 59.8% interests in PharMab, the other remaining shareholders are
Independent Third Parties, and none of them hold 30% or more interest in PharMab. Pursuant to the
AIC Agreement, Dr. Sun and Ms. Chow shall procure PharMab to act in concert with Dr. Liu at the
Shareholders’ meeting of our Company on matters relating to the material operation of our
Company. PharMab is therefore regarded as a party acting-in-concert with the Concert Parties.
As of the Latest Practicable Date, the Concert Parties and PharMab were collectively
interested in approximately 44.16% of our total issued Shares, comprising: (i) approximately
14.08% of our total issued Shares directly held by Dr. Liu; (ii) approximately 8.17% of our total
issued Shares controlled by Dr. Liu indirectly through Suzhou Taiwu, our employee incentive
platform, of which the general partner is Dr. Liu; (iii) approximately 11.11% of our total issued
Shares directly held by Dr. Sun; (iv) approximately 6.07% of our total issued Shares directly held
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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by Ms. Chow; (v) approximately 3.59% of our total issued Shares directly held by Shanghai Rising
Suns; and (vi) approximately 1.14% of our total issued Shares controlled by Dr. Sun and Ms. Chow
indirectly through PharMab. As the Concert Parties and PharMab together are entitled to control the
exercise of more than 30% of the voting power at general meetings of our Company, they shall
therefore be regarded as a group of Controlling Shareholders of our Company.
Immediately following the completion of the Global Offering (assuming the Over-allotment
Option is not exercised), our Controlling Shareholders will together control approximately 35.71%
of our total issued Shares. Accordingly, our Controlling Shareholders will remain as a group of
Controlling Shareholders of our Company upon Listing.
Principal Business of Controlling Shareholders
Suzhou Taiwu is our employee incentive platform, and the general partner of which is Dr. Liu.
Dr. Liu owns approximately 67.05% of the partnership interests of Suzhou Taiwu.
Shanghai Rising Suns is an investment holding vehicle with no substantive business activities.
PharMab was established in the PRC in August 2001 and was primarily engaged in antibody
and cell strain technology development and transfer. In September 2018, the board of directors of
PharMab resolved that PharMab would no longer invest further capital to conduct any
biotechnology research and development activities. PharMab has not commenced research and
development activities in relation to any new product or technology since September 2018. From
September 2018 to November 2022, PharMab attended to the transition work for the previous
projects, which were unrelated to our Company’s pipeline. All research and development activities
of PharMab had ceased since November 2022 and up to the Latest Practicable Date, and PharMab
had licensed out or transferred its major intellectual property rights beforehand. Since then,
PharMab received passive income such as license fees and royalties pursuant to the
transfer/license/cooperation agreements previously entered into before the cessation of its research
and development activities. PharMab does not compete and is not likely to compete, directly or
indirectly, with the business of our Group because there is a clear business delineation between
PharMab and our Company.
The following sets forth the differences between the businesses of PharMab and our business:
Our Company PharMab
Principal business during
the Track Record Period /H1118
Primarily focus on in-house
discovery and
development of
biopharmaceuticals
targeting allergic and
autoimmune diseases
No substantive business
activities other than
receiving passive income
such as license fees and
royalties
Research and development
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Conducted by our own R&D
function
Ceased since November
2022
Applications/relevant
disease area /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Primarily focus on allergic
and autoimmune diseases
Primarily on antibody and
cell strain technology
development and transfer
(no direct involvement in
clinical research)
Suppliers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118No overlapping suppliers during the Track Record Period
Customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118No overlapping customers during the Track Record Period
Employees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118During the Track Record Period and up to the Latest
Practicable Date, Dr. Sun is a shareholder, director and
employee of both our Company and PharMab, and Ms.
Chow is a shareholder and employee of our Company,
the supervisor of Shanghai Longyan Biotechnology Co.,
Ltd. (Ҧ(ɪऎ)ʮ̡) and a shareholder
and director of PharMab. Save for their dual roles in our
Group and PharMab, there are no overlapping personnel
or employees between our Group and PharMab.
As of the Latest Practicable Date, our Controlling Shareholders did not have any interest in
a business which competes or is likely to compete, directly or indirectly, with the business of our
Group, and which requires disclosure under Rule 8.10 of the Listing Rules.
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NON-COMPLIANCE INCIDENTS CONCERNING OUR CONTROLLING
SHAREHOLDERS
Dr. Sun (the co-founder and executive Director of the Company, and one of the Controlling
Shareholders) and Ms. Chow (spouse of Dr. Sun, and one of the Controlling Shareholders) are
Chinese Taiwan citizens who hold U.S. passports. They have committed inadvertent non-
compliance as follows:
Taiwan Investment Incidents
1. Historical investments in PRC entities
Under the Approval of Investment Regulations, any direct or indirect investment by a
Taiwanese investor in the PRC is subject to approval from the DIR. As advised by the Taiwan Legal
Advisor, our Shareholders and ultimate shareholders of our Company who are Taiwanese (the
“Taiwanese Shareholders ”), namely Dr. Sun, Ms. Chow, Ruey-Shyan LIOU ( ᄎ๿ሬ), Teresa
CHOU (ڄCherie Chih-yun SUNG (ڄand Dylan I-Ping CHANG ( ௝ɓ̻), did not
obtain DIR approval in advance, or within the prescribed time limit, for their direct or indirect
interests in PRC entities. As a result, those investments did not fully comply with the Approval of
Investment Regulations.
The historical non-compliance by Dr. Sun and Ms. Chow was inadvertent. During the
preparation for the Listing, the Taiwan Legal Advisor was engaged to advise Taiwanese
Shareholders, including Dr. Sun and Ms. Chow on the compliance position of their investments in
the Company and other PRC entities. Dr. Sun and Ms. Chow were not familiar with the relevant
Taiwanese regulatory requirements, and the applicable filing obligations only became apparent
when Taiwanese legal advice was sought in connection with the Listing.
As advised by the Taiwan Legal Advisor, as of the Latest Practicable Date, all filings made
by the Taiwanese Shareholders in relation to the historical non-compliance had been reviewed by
the DIR and duly completed. The DIR imposed administrative fines of NTD100,000 on each of Dr.
Sun and Ms. Chow, and no fines on the other Taiwanese Shareholders. Those fines were fully settled
on December 17, 2025. The DIR also required the Taiwanese Shareholders to submit corrective
reports in respect of their investments in PRC entities, but did not require any of them to dispose
of, unwind or terminate their investments in our Company. As of the Latest Practicable Date, all
such corrective reports had been reviewed and approved by the DIR.
2. PharMab Equity Transfer
In relation to Ms. Chow’s interests in PharMab, Ms. Chow made investments in 2001 and
2004, and subsequently disposed of US$252,000 in 2004. Such historical investments and
divestment had been reported to DIR in August 2025 (the “ August Filing ”).
In October 2025, Lee-Hwei King SUN (ᅆ), who then held 16% of the equity interests in
PharMab, transferred 4.8% of the equity interests in PharMab to Dr. Sun and 11.2% of the equity
interests in PharMab to Ms. Chow (the “ PharMab Equity Transfer ”). Before completion of
PharMab Equity Transfer, Ms. Chow specifically sought advice on whether the transaction would
remain within US$1 million “cumulative investment amount”. The Taiwan Legal Advisor advised
that the Approval of Investment Regulations did not expressly state that equity interests previously
disposed must continue to be counted toward that cumulative amount. In addition, by that time, the
DIR had not indicated, in the course of reviewing the August Filing, that the interests disposed of
in 2004 should nevertheless be counted towards Ms. Chow’s “cumulative investment amount” in
PharMab. After taking into consideration of the aforementioned factors and the interpretation of
Approval of Investment Regulations, the Taiwan Legal Advisor advised that Ms. Chow may make
a post-transaction filing (instead of prior approval) for the PharMab Equity Transfer. The relevant
post-transaction filings were then made on December 26, 2025.
On January 29, 2026, the DIR confirmed completion of Dr. Sun’s filing in relation to the
PharMab Equity Transfer. In Ms. Chow’s case, however, the DIR adopted the interpretation of the
term “cumulative investment amount” should took into account equity interests that had been
disposed of in 2004. On that basis, the DIR concluded that Ms. Chow’s cumulative investment in
PharMab exceeded the US$1 million threshold immediately after the PharMab Equity Transfer, with
the result that prior approval, rather than post-transaction filing, should have been obtained for her
acquisition. In addition to a corrective report to be submitted, the DIR required Ms. Chow to pay
an administrative fine of NTD50,000.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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This non-compliance does not reflect any dishonesty, deliberate disregard of regulatory
requirements or lack of integrity on the part of Ms. Chow. The Taiwan Legal Advisor had been
engaged to advise on the legal requirements under the Approval of Investment Regulations in
relation to both (i) the historical investments in PRC entities and (ii) the PharMab Equity Transfer,
and the issue arose from a bona fide interpretive difference as to how the term “cumulative
investment amount” should be calculated in Ms. Chow’s specific circumstances.
After being informed of the DIR’s different interpretation, the Taiwan Legal Advisor advised
that, given Ms. Chow’s position was reasonably arguable, she could consider seeking a review of
the DIR’s determination. Ms. Chow ultimately decided not to pursue that course, having considered
that (i) the administrative fine involved was only NTD50,000, and (ii) there was no definite
timeframe within which the DIR would complete any review. Ms. Chow settled the fine and
completed the required corrective filing in February 2026. In the circumstances, the Company is of
the view that the relevant non-compliance arose from an inadvertent and reasonably arguable
misunderstanding of a technical regulatory requirement, was promptly rectified once the DIR’s
position became clear, resulted only in an limited administrative fine.
In light of the latest development, and the Taiwan Legal Advisor’s view that the completion
of the corrective reports itself is sufficient to remedy the above non-compliance incidents relating
to the historical investments in PRC entities and the PharMab Equity Transfer, there should be no
impact or legal effect on the shareholding structure or ownership of our Company.
To the best of the Company’s knowledge and belief and based on the confirmations of the
Taiwanese Shareholders, save for those which have already submitted voluntary notifications or
post-investment filing to the DIR regarding their direct and indirect investments in the PRC entities,
namely Dr. Sun, Ms. Chow, Ruey-Shyan LIOU ( ᄎ๿ሬ), Teresa CHOU (ڄCherie Chih-yun
SUNG (ڄand Dylan I-Ping CHANG ( ௝ɓ̻), there is no other Taiwanese Shareholder of the
Group and/or their ultimate beneficial owners who are subject to the Approval of Investment
Regulations.
As advised by the Taiwan Legal Advisor, under the relevant regulations in Taiwan, the DIR
will not aggregate the investment amounts of all Taiwanese Shareholders’ investments in our Group
under the Approval of Investment Regulations.
U.S. Tax Incidents
As Dr. Sun and Ms. Chow have lived exclusively outside the U.S. for many years as senior
scientists, they are not familiar with complex U.S. tax requirements applicable to expatriates
residing outside the United States concerning non-U.S. assets. In the past, Dr. Sun and Ms. Chow
delegated their U.S. tax return preparation to certified public accountants in the U.S. During the
preparation for the Listing, the Company engaged a U.S. tax advisor (the “ U.S. Tax Advisor ”) to
conduct due diligence regarding their tax compliance status. It has been revealed that during the
period from 2019 to 2024, Dr. Sun and Ms. Chow failed to report certain income derived in China
(the “ Taxable Income ”) and omitted some of their financial accounts from their U.S. federal
income tax returns inadvertently, in violation of the relevant U.S. laws and regulations.
Dr. Sun and Ms. Chow have participated in the Streamlined Foreign Offshore Procedures
(“SFOP ”), a voluntary disclosure program established by the IRS, to voluntarily amend their tax
returns, file the required information returns, and pay all associated tax and interest. As of the Latest
Practicable Date, Dr. Sun and Ms. Chow have completed the filings and paid all tax and interest in
the amount of approximately US$948,000 pursuant to SFOP (the “ Tax Payment Amount ”).
As advised by the U.S. Tax Advisor, the participation in SFOP and the settlement of Tax
Payment Amount should be sufficient to rectify the U.S. Tax Incidents. While the decision whether
to impose penalties rests within the discretion of the U.S. tax authority, the U.S. Tax Advisor is of
the view that the U.S. tax authority or other U.S. governmental authorities are unlikely to impose
penalties with respect to the U.S. Tax Incidents after Dr. Sun and Ms. Chow completed the filings
and payments under the SFOP .
Based on its due diligence, the Sole Sponsor is of the view that the non-compliance incidents
disclosed in “— Taiwan Investment Incidents” and “— U.S. Tax Incidents” above will not affect Dr.
Sun’s suitability to act as a Director under Rule 3.09 of the Listing Rules.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Our Directors consider that we are capable of carrying on our business independently of our
Controlling Shareholders and their close associates after the Listing, taking into consideration the
factors below.
Management Independence
Our Board comprises 11 Directors, including three executive Directors, four non-executive
Directors and four independent non-executive Directors. We believe that our Board as a whole,
together with our senior management, is able to perform the managerial role in our Group
independently from our Controlling Shareholders for the following considerations:
(a) each of our Directors is aware of his/her fiduciary duties as a Director which require,
among others, that he/she acts for the benefit of and in the best interests of our Company
and does not allow any conflict between his/her duties as a Director and his/her personal
interests;
(b) our daily management and operational decisions are made by all our executive Directors
and senior management, all of whom have substantial experience in the industry in
which we are engaged and will be able to make business decisions that are in the best
interests of our Group. For details of the industry experience of our senior management,
see “Directors and Senior Management” in this prospectus;
(c) we have appointed four independent non-executive Directors with a view to bringing
independent judgment to the decision-making process of our Board;
(d) in the event that there is a potential conflict of interest arising out of any transaction to
be entered into between our Group and a Director and/or his/her close associate, he/she
shall abstain from voting and shall not be counted towards the quorum for the voting;
(e) we have adopted a series of corporate governance measures to manage conflicts of
interest, if any, between our Group and our Controlling Shareholders, which would
support our independent management. For further details, see “— Corporate Governance
Measures” in this section; and
(f) none of the business undertaken or carried on by PharMab competes with our business
and therefore, the dual roles assumed by Dr. Sun in our Group and directorship in
PharMab will not affect the requisite degree of impartiality of Dr. Sun in discharging his
fiduciary duties owed to our Company given that a clear business delineation exists
between PharMab and the Company in light of the following differences or features:
(i) Principal business – All research and development activities of PharMab had
ceased since November 2022 and up to the Latest Practicable Date, and PharMab
had licensed out or transferred its major intellectual property rights beforehand.
Prior to the cessation of its research and development activities, PharMab was
primarily focused on the development and transfer of antibody and cell strain
technology without any direct involvement in clinical research. On the contrary,
our Company operates as a clinical-stage biopharmaceutical company with a
dedicated focus on the in-house discovery and development of biopharmaceuticals
targeting allergic and autoimmune diseases. Given PharMab’s prior focus on
technology development and transfer and its current lack of substantial business
activities, there is no overlap with our Company’s clinical research initiatives.
(ii) Core product – The business model of PharMab centres on the development of
antibody and cell strain technology, which would subsequently be either licensed
out or transferred for external collaboration. As a result, PharMab does not and has
never, engaged directly in any drug clinical research. On the other hand, our
Company focuses on in-house discovery and development of biopharmaceuticals
and has developed a comprehensive product pipeline for biologic treatments
targeting rhinology, dermatology, respiratory, hematology, nephrology and other
autoimmune diseases.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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(iii) Customers and suppliers – There is no overlapping customers and suppliers
between PharMab and the Company during the Track Record Period, which
basically suggests that PharMab and the Company not only rely on different
sources for their materials and technologies, but also target different market
segments or customer bases.
Notwithstanding the fact that Dr. Sun holds overlapping directorship in PharMab, the ratio of
overlapping Director to non-overlapping Directors in our Company is only 1: 10. Such ten
non-overlapping Directors are expected to provide substantive balance to Dr. Sun, and an
appropriate safeguard against any possible failure by our Board as a whole to properly take into
account the interests of the Shareholders including public Shareholders after Listing.
It is currently expected that under normal circumstances and assuming that all Directors
(except for Dr. Sun) continue not to hold any directorship or shareholding interest in PharMab, the
only Director who will be required to abstain from voting in matters concerning transactions
between our Group and PharMab (if any) will be Dr. Sun, given his dual-directorship in both our
Company and PharMab. In the event that all executive Directors and non-executive Directors are
required to abstain from any board meeting of our Company on any matter which may give rise to
a potential conflict of interest, we consider that our remaining independent non-executive Directors
will have sufficient expertise and experience to fully consider any such matter.
Save as disclosed above, there are no overlapping Directors and senior management between
our Group and any of our Controlling Shareholders respectively.
Operational Independence
We have full rights to make all decisions on, and to carry out, our own business operations
independently from our Controlling Shareholders and their respective close associates and will
continue to do so after the Listing. Our Group is able to operate without reliance on our Controlling
Shareholders and their respective close associates.
Research and development
We have our own R&D function, personnel and production facilities, which are independent
from our Controlling Shareholders and their respective close associates. As of the Latest Practicable
Date, our R&D team had 72 members, who were all full-time employees of our Group and did not
hold any position in our Controlling Shareholders or their respective close associates. In addition,
our Group owns eight granted patents, including five in the Chinese mainland, one in the United
States, one in the Taiwan region and one in Japan. We also have 30 patent applications, including
eight in the Chinese mainland, six in the United States, 15 in other jurisdictions and one patent
applications under the PCT, relating to certain of our drug candidates and product development
technologies. We hold the licences, intellectual property rights and qualifications necessary for our
R&D and operations. With such independent R&D functions, an experienced and independent R&D
team, independent supporting manufacturing capabilities and self-owned patents, our Directors
believe that we have all the requisite resources to carry on our R&D and commercialization of our
pipeline products independently.
Access to suppliers
We have independent access to our suppliers. Our supplier base is diversified and unrelated
to our Controlling Shareholders and their respective close associates. During the Track Record
Period and up to the Latest Practicable Date, there were no overlapping suppliers between our
Group and our Controlling Shareholders and their respective close associates including PharMab,
which had ceased to have any research and development activities since November 2022.
Operational facilities and administration
Save for Dr. Sun’s overlapping directorship in PharMab, we have full-time management team
and staff to carry out our own administration and operation independently from our Controlling
Shareholders and their respective close associates. In addition, all key administrative functions
(including administration, finance, internal audit, human resources, legal and compliance and
company secretarial functions) have been and will be carried out by our own without reliance or the
support of our Controlling Shareholders and their respective close associates.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Employees
As of the Latest Practicable Date, Dr. Sun is a shareholder, director and employee of both our
Company and PharMab, and Ms. Chow is a shareholder and employee of our Company, the
supervisor of Shanghai Longyan Biotechnology Co., Ltd. (Ҧ(ɪऎ)ʮ̡) and a
shareholder and director of PharMab. Save for their dual roles in our Group and PharMab, there are
no overlapping personnel or employees between our Group and PharMab.
Based on the above, our Directors believe that we will be able to operate independently from
our Controlling Shareholders and their close associates.
Financial Independence
We have an independent financial system. We make financial decisions according to our own
business needs, and neither our Controlling Shareholders nor their close associates intervene with
our use of funds. We have established an independent finance department with a team of finance
staff and an independent audit, accounting and financial management system.
During the Track Record Period, a loan of RMB20.0 million was provided by PharMab to our
Group. As of the Latest Practicable Date, the aforesaid loan and the interests accrued thereon have
been fully settled and/or repaid. For details, please refer to note 29 to the Accountants’ Report in
Appendix I to this prospectus. Save as disclosed in this section, our Directors confirm that as at the
Latest Practicable Date, there were no outstanding loans, advances or non-trade balances due to or
from our Controlling Shareholders or their respective close associates.
During the Track Record Period, Dr. Liu and his close associate provided guarantees in respect
of certain bank borrowings by our Group. For details, please refer to note 19 to the Accountants’
Report in Appendix I to this prospectus. As of the Latest Practicable Date, all the guarantees
provided by Dr. Liu and his close associate have been released.
In addition, we believe that we are capable of obtaining financing from third parties, if
necessary, without relying on any guarantee or security provided by our Controlling Shareholders
or their close associates. As of the Latest Practicable Date, there was no loan, advance or guarantee
provided by our Controlling Shareholders or their close associates.
Based on the above, our Directors believe that we are capable of carrying on our business
independently of, and do not place undue reliance on, our Controlling Shareholders and their close
associates after the Listing.
CORPORATE GOVERNANCE MEASURES
Our Directors recognize the importance of good corporate governance in protecting our
Shareholders’ interests. We have adopted the following measures to safeguard good corporate
governance standards and to avoid potential conflicts of interests between our Group and our
Controlling Shareholders:
(a) under the Articles of Association, where a Shareholders’ meeting is to be held for
considering proposed transactions in which our Controlling Shareholders or any of their
respective close associates has a material interest, our Controlling Shareholders and their
close associates will not vote on the relevant resolutions and shall not be counted in the
quorum for the voting;
(b) our Company has established internal control mechanisms to identify connected
transactions. Upon Listing, if our Company enters into connected transactions with our
Controlling Shareholders or any of their close associates, our Company will comply with
the applicable Listing Rules;
(c) our Board consists of a balanced composition of executive Directors and non-executive
Directors (including independent non-executive Directors), with independent non-
executive Directors representing not less than one-third of our Board to ensure that our
Board is able to effectively exercise independent judgment in its decision-making
process and provide independent advice to our Shareholders. Our independent non-
executive Directors individually and collectively possess the requisite knowledge and
experience to perform their duties. They will review whether there is any conflict of
interests between our Group and our Controlling Shareholders and provide impartial and
professional advice to protect the interests of our minority Shareholders;
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 223 –


--- page 235 ---
(d) where our Directors reasonably request the advice of independent professionals, such as
financial advisors, the appointment of such independent professionals will be made at
our Company’s expenses; and
(e) we have appointed Somerley Capital Limited as our compliance advisor to provide
advice and guidance to us in respect of compliance with the applicable laws in Hong
Kong and the Listing Rules, including various requirements relating to corporate
governance.
Based on the above, our Directors believe that sufficient corporate governance measures have
been put in place to manage conflicts of interests that may arise between our Group and our
Controlling Shareholders and to protect our Shareholders’ interests as a whole after the Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 224 –


--- page 236 ---
So far as our Directors are aware, immediately following the completion of the Global
Offering and without taking into account any H Shares which may be issued pursuant to the exercise
of the Over-allotment Option, the following persons will have an interest or short position in our
Shares or the underlying Shares which would fall to be disclosed to our Company and the Hong
Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or, will be,
directly or indirectly, interested in 10% or more of the nominal value of any class of share capital
carrying rights to vote in all circumstances at general meetings of our Company:
Shares held as of
the Latest Practicable Date
Shares held immediately following the
completion of the Global Offering and
Conversion of Unlisted Shares into H
Shares (assuming the Over-allotment
Option is not exercised)
Name of Shareholder
Capacity/nature of
interest
Description of
Shares
Number of
Shares
Approximate
Percentage in
the total
issued share
capital
Number of
Shares
Approximate
Percentage in
the relevant
proportion of
Shares (12)
Approximate
Percentage in
the total
issued share
capital
(%) (%) (%)
Dr. Liu (1), (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted
Shares
8,447,692 14.08 – – –
H Shares – – 8,447,692 11.58 11.39
Interest in a
controlled
corporation
Unlisted
Shares
4,899,364 8.17 – – –
H Shares – – 4,899,364 6.72 6.60
Interest held
jointly with
another person
Unlisted
Shares
13,150,103 21.92 – – –
H Shares – – 13,150,103 18.03 17.72
Ms. Lu Nan
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest of spouse Unlisted
Shares
26,497,159 44.16 – – –
H Shares – – 26,497,159 36.33 35.71
Suzhou Taiwu (1), (3) /H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted
Shares
4,899,364 8.17 – – –
H Shares – – 4,899,364 6.72 6.60
Interest held
jointly with
another person
Unlisted
Shares
21,597,795 36.00 – – –
H Shares – – 21,597,795 29.61 29.11
Dr. Sun
(1), (4), (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted
Shares
6,668,921 11.11 – – –
H Shares – – 6,668,921 9.14 8.99
Interest of
spouse (3)
Unlisted
Shares
5,797,991 9.66 – – –
H Shares – – 5,797,991 7.95 7.81
Interest in
controlled
corporations
(4)
Unlisted
Shares
683,191 1.14 – – –
H Shares – – 683,191 0.94 0.92
Interest held
jointly with
another person
Unlisted
Shares
13,347,056 22.25 – – –
H Shares – – 13,347,056 18.30 17.99
Ms. Chow
(1), (4), (5) /H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted
Shares
3,643,748 6.07 – – –
H Shares – – 3,643,748 5.00 4.91
Interest of
spouse (3)
Unlisted
Shares
7,352,112 12.25 – – –
H Shares – – 7,352,112 10.08 9.91
Interest in
controlled
corporations
(4)
Unlisted
Shares
2,154,243 3.59 – – –
H Shares – – 2,154,243 2.95 2.90
Interest held
jointly with
another person
Unlisted
Shares
13,347,056 22.25 – – –
H Shares – – 13,347,056 18.30 17.99
Shanghai Rising Suns
(1), (5) /H1118Beneficial owner Unlisted
Shares
2,154,243 3.59 – – –
H Shares – – 2,154,243 2.95 2.90
Interest held
jointly with
another person
Unlisted
Shares
24,342,916 40.57 – – –
H Shares – – 24,342,916 33.38 32.81
SUBSTANTIAL SHAREHOLDERS
– 225 –


--- page 237 ---
Shares held as of
the Latest Practicable Date
Shares held immediately following the
completion of the Global Offering and
Conversion of Unlisted Shares into H
Shares (assuming the Over-allotment
Option is not exercised)
Name of Shareholder
Capacity/nature of
interest
Description of
Shares
Number of
Shares
Approximate
Percentage in
the total
issued share
capital
Number of
Shares
Approximate
Percentage in
the relevant
proportion of
Shares (12)
Approximate
Percentage in
the total
issued share
capital
(%) (%) (%)
PharMab (1), (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted
Shares
683,191 1.14 – – –
H Shares – – 683,191 0.94 0.92
Interest held
jointly with
another person
Unlisted
Shares
25,813,968 43.02 – – –
H Shares – – 25,813,968 35.40 34.79
Huzhou Y ouxing V enture
Capital Partnership
Enterprise (Limited
Partnership) (௴
ุҳ༟ΥྫΆุ(Υ
ྫ)) (“Huzhou
Y ouxing”)
(6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Beneficial owner Unlisted
Shares
7,021,810 11.70 – – –
H Shares – – 7,021,810 9.63 9.46
Suzhou Y ouxin V enture
Capital Partnership
Enterprise (Limited
Partnership) (௴
ุҳ༟ΥྫΆุ(Υ
ྫ)) (“Suzhou Y ouxin”)
(7) /H1118
Beneficial owner Unlisted
Shares
3,203,667 5.34 – – –
H Shares – – 3,203,667 4.39 4.32
Shanghai Tongrui
Investment Management
Company Limited
(ʮ
̡) (“Shanghai
Tongrui”)
(6), (7), (8) /H1118/H1118/H1118/H1118/H1118
Interest in
controlled
corporations
Unlisted
Shares
12,734,228 21.22 – – –
H Shares – – 12,734,228 17.46 17.16
Ms. Mao Lifen
(“Ms. Mao”)
(6), (7), (8) /H1118/H1118/H1118
Interest in
controlled
corporations
Unlisted
Shares
12,734,228 21.22 – – –
H Shares – – 12,734,228 17.46 17.16
Ms. Shen Ting
(“Ms. Shen”)
(6), (7), (8) /H1118/H1118/H1118
Interest in
controlled
corporations
Unlisted
Shares
12,734,228 21.22 – – –
H Shares – – 12,734,228 17.46 17.16
Fuhai Ancheng Bohui
(Bozhou) Healthcare
Equity Investment Fund
Partnership Enterprise
(Limited Partnership)
(బऎτ༐௹ฯ(ψ)ᔼᐕ
ΥྫΆุ(Ϟ
Υྫ) (“OFC Bohui
Fund”)
(9) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Beneficial owner Unlisted
Shares
3,077,490 5.13 – – –
H Shares – – 3,077,490 4.22 4.15
Anhui Fucheng Bohui
Healthcare Industry
Investment Management
Co., Ltd. ( τᏏబ༐௹ฯ਄
ʮ̡)
(“Fucheng Bohui”)
(9) /H1118/H1118/H1118
Interest in a
controlled
corporation
Unlisted
Shares
3,077,490 5.13 – – –
H Shares – – 3,077,490 4.22 4.15
Oriental Fortune (Wuhu)
Equity Investment Fund
Management Enterprise
(Limited Partnership)
(˙బऎ(ጾಳ)ᛆҳ༟
၍ଣΆุ(Υྫ),
“OFC Wuhu”)
(9) /H1118/H1118/H1118/H1118/H1118/H1118
Interest in
controlled
corporations
Unlisted
Shares
3,077,490 5.13 – – –
H Shares – – 3,077,490 4.22 4.15
SUBSTANTIAL SHAREHOLDERS
– 226 –


--- page 238 ---
Shares held as of
the Latest Practicable Date
Shares held immediately following the
completion of the Global Offering and
Conversion of Unlisted Shares into H
Shares (assuming the Over-allotment
Option is not exercised)
Name of Shareholder
Capacity/nature of
interest
Description of
Shares
Number of
Shares
Approximate
Percentage in
the total
issued share
capital
Number of
Shares
Approximate
Percentage in
the relevant
proportion of
Shares (12)
Approximate
Percentage in
the total
issued share
capital
(%) (%) (%)
Shenzhen Oriental Fortune
Capital Investment
Management Co., Ltd.
(˙బऎҳ༟၍ଣ
ʮ̡) (“Oriental
Fortune Capital”)
(9), (10) /H1118/H1118
Interest in
controlled
corporations
Unlisted
Shares
4,248,937 7.08 – – –
H Shares – – 4,248,937 5.83 5.73
Mr. Chen Wei
(9), (10) /H1118/H1118/H1118/H1118/H1118 Unlisted
Shares
4,248,937 7.08 – – –
H Shares – – 4,248,937 5.83 5.73
Anhui Ancheng Chinese
Medicine Healthcare
Industry Development
Fund Co., Ltd.
(τᏏτ༐ʕᔼᖹ਄ੰପุ
ʮ̡)
(“Ancheng Chinese
Medicine”)
(9), (11) /H1118/H1118/H1118/H1118/H1118
Interest in a
controlled
corporation
Unlisted
Shares
3,077,490 5.13 – – –
H Shares – – 3,077,490 4.22 4.15
Anhui Ancheng Capital
Co., Ltd. ( τᏏτ༐༟͉Ϟ
ʮ̡) (“Ancheng
Capital”)
(9), (11) and (12) /H1118/H1118/H1118
Interest in a
controlled
corporation
Unlisted
Shares
3,898,152 6.50 – – –
H Shares – – 3,898,152 5.35 5.25
Notes:
(1) Pursuant to the AIC Agreement, Dr. Liu, Suzhou Taiwu, Dr. Sun, Ms. Chow and Shanghai Rising Suns agreed to act
in concert with Dr. Liu and reach consensus on matters relating to the material operation of our Company during the
term of the AIC Agreement. PharMab is regarded as a party acting-in-concert with the Concert Parties. For details
of the AIC agreement and the reasons for regarding PharMab as a party acting-in-concert with the Concert Parties,
please refer to the section headed “Relationship with Our Controlling Shareholders” in this prospectus. By virtue of
the SFO, each of our Controlling Shareholders are all deemed to be interested in the total Shares directly held by Dr.
Liu, Suzhou Taiwu, Dr. Sun, Ms. Chow, Shanghai Rising Suns and PharMab. As of the Latest Practicable Date, the
total Shares directly held by Dr. Liu, Suzhou Taiwu, Dr. Sun, Ms. Chow, Shanghai Rising Suns and PharMab were
8,447,692, 4,899,364, 6,668,921, 3,643,748, 2,154,243, 683,191, respectively.
(2) Ms. Lu Nan is the spouse of Dr. Liu. Accordingly, Ms. Lu Nan is deemed to be interested in all our Shares held by
Dr. Liu under the SFO.
(3) Dr. Liu is the general partner of Suzhou Taiwu. Accordingly, Dr. Liu is deemed to be interested in all our Shares held
by Suzhou Taiwu under the SFO.
(4) Dr. Sun is the spouse of Ms. Chow. Accordingly, Dr. Sun is deemed to be interested in all our Shares held by Ms.
Chow under the SFO, and Ms. Chow is deemed to be interested in all our Shares held by Dr. Sun.
(5) PharMab is owned as to 39.3% by Dr. Sun and 21.2% by Ms. Chow. Accordingly, Dr. Sun is deemed to be interested
in all our Shares held by PharMab. Shanghai Rising Suns is a corporation controlled by Ms. Chow and accordingly,
Ms. Chow is deemed to be interested in all our Shares held by Shanghai Rising Suns. For details of Shanghai Rising
Suns, please refer to the paragraph headed “Appendix VI — Statutory and General Information — Further
Information about Our Directors and Substantial Shareholders — 1. Disclosure of Interests” to this prospectus.
(6) As of the Latest Practicable Date, Huzhou Y ouxing held 7,021,810 Shares. The general partner of Huzhou Y ouxing
is Shanghai Tongrui, which is owned by Ms. Mao as to 51% and Ms. Shen as to 49%. Accordingly, each of Shanghai
Tongrui, Ms. Mao and Ms. Shen is deemed to be interested in all our Shares held by Huzhou Y ouxing.
(7) As of the Latest Practicable Date, Suzhou Y ouxin held 3,203,667 Shares. The general partner of Suzhou Y ouxin is
Shanghai Tongrui, which is owned by Ms. Mao as to 51% and Ms. Shen as to 49%. Ms. Mao also holds partnership
interests of approximately 52.38% of Suzhou Y ouxin. Accordingly, each of Shanghai Tongrui, Ms. Mao and Ms. Shen
is deemed to be interested in all our Shares held by Suzhou Y ouxin.
(8) As of the Latest Practicable Date, each of Suzhou Lianrui V enture Capital Partnership Enterprise (Limited
Partnership) ( ᘽψஹቚ௴ุҳ༟ΥྫΆุ(Υྫ)) (“Suzhou Lianrui”) and Huzhou Y oucheng V enture Capital
Partnership Enterprise (Limited Partnership) ( ಳψʾϓ௴ุҳ༟ΥྫΆุ(Υྫ)) (“Huzhou Y oucheng”) held
SUBSTANTIAL SHAREHOLDERS
– 227 –


--- page 239 ---
1,641,884 and 866,867 Shares, respectively. The general partner of each of Suzhou Lianrui and Huzhou Y oucheng is
Shanghai Tongrui, which is owned by Ms. Mao as to 51% and Ms. Shen as to 49%. Accordingly, each of Shanghai
Tongrui, Ms. Mao and Ms. Shen is deemed to be interested in all our Shares held by Suzhou Lianrui and Huzhou
Y oucheng.
(9) As of the Latest Practicable Date, OFC Bohui Fund held 3,077,490 Shares. The general partner of OFC Bohui Fund
is Fucheng Bohui. Fucheng Bohui is owned by OFC Wuhu and Ancheng Capital as to 80% and 20%, respectively.
OFC Wuhu is owned by Oriental Fortune Capital and Shenzhen Oriental Fortune V enture Capital Investment
Management Co., Ltd. (ʮ̡, “OFC VC Investment”) as to 95% and 5%,
respectively, and OFC VC Investment is in turn wholly owned by Oriental Fortune Capital. Oriental Fortune Capital
and Fucheng Bohui holds partnership interests of approximately 27.78% and 3.97% in OFC Bohui Fund, respectively.
Mr. Chen Wei ultimately controls the exercise of one-third or more of the voting power at the shareholders’ meeting
of Oriental Fortune Capital. Accordingly, each of Fucheng Bohui, OFC Wuhu, Oriental V enture Capital and Mr. Chen
Wei is deemed to be interested in all our Shares held by OFC Bohui Fund under the SFO.
(10) As of the Latest Practicable Date, China SME Development Fund (Chengdu) Jiaozi V enture Capital Investment
Partnership Enterprise (Limited Partnership) (ږ(ϓே)ʹɿ௴ุҳ༟ΥྫΆุ(Υྫ)) (“OFC
Jiaozi Fund”) held 1,171,447 Shares. OFC VC Investment is the general partner and fund manager of OFC Jiaozi
Fund, and OFC VC Investment is in turn wholly owned by Oriental Fortune Capital. Accordingly, each of Oriental
Fortune Capital and Mr. Chen Wei is deemed to be interested in all our Shares held by OFC Jiaozi Fund, under the
SFO.
(11) Ancheng Chinese Medicine is a limited partner owning 48.41% partnership interests in OFC Bohui Fund. Ancheng
Chinese Medicine is wholly-owned by Ancheng Capital, which is in turn indirectly wholly-owned by Bozhou
Municipal Finance Bureau. Accordingly, each of Ancheng Chinese Medicine and Ancheng Capital is deemed to be
interested in all our Shares held by OFC Bohui Fund.
(12) The executive partner of Anhui Anyuan Modern Health Industry Investment Center (Limited Partnership) ( τᏏτʩ
ତ˾਄ੰପุҳ༟ʕː(Υྫ)) (“Anhui Anyuan”) is Bozhou Jianan Investment Fund Management Co., Ltd. (࠲
ʮ̡), which is in turn owned by Ancheng Capital and Anhui Ancheng Holding Group Co.,
Ltd. (ʮ̡) as to 80% and 20%, respectively. As such, Ancheng Capital is deemed to be
interested in all our Shares held by Anhui Anyuan.
(13) The calculation is based on the total number of 1,262,882 Unlisted Shares in issue and 72,930,268 H Shares in issue
upon Listing.
For details of the substantial shareholders who will be, directly or indirectly, interested in 10%
or more of the nominal value of any class of share capital carrying rights to vote in all circumstances
at general meetings of any member of our Group other than our Company, see “Further Information
about Our Directors and Substantial Shareholders — 1. Disclosure of Interests” in Appendix VI to
this prospectus.
Save as disclosed herein, our Directors are not aware of any persons who will, immediately
following completion of the Global Offering (assuming the Over-allotment Option is not exercised),
without taking into account the Offer Shares that may be taken up under the Global Offering, have
interests or short positions in Shares or underlying Shares which would fall to be disclosed under
the provisions of Divisions 2 and 3 of Part XV of the SFO or, will be, directly or indirectly,
interested in 10% or more of the nominal value of any class of share capital carrying rights to vote
in all circumstances at general meetings of our Company.
SUBSTANTIAL SHAREHOLDERS
– 228 –


--- page 240 ---
This section presents certain information regarding our share capital prior to and upon the
completion of the Global Offering.
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the registered share capital of our Company was
RMB60,000,000 comprising 60,000,000 Unlisted Shares with a nominal value of RMB1.00 each.
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately upon completion of the Global Offering, assuming the Over-allotment Option is
not exercised, the share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of
the total issued
share capital
(%)
Unlisted Shares in issue (note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,262,882 1.70
H Shares to be converted from Unlisted Shares (note) /H1118 58,737,118 79.17
H Shares to be issued pursuant to the
Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,193,150 19.13
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,193,150 100.00
Immediately upon completion of the Global Offering, assuming the Over-allotment Option is
fully exercised, the share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of
the total issued
share capital
(%)
Unlisted Shares in issue (note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,262,882 1.65
H Shares to be converted from Unlisted Shares (note) /H1118 58,737,118 76.96
H Shares to be issued pursuant to the
Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,322,100 21.39
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,322,100 100.00
Note: For details of the identities of the Shareholders whose Unlisted Shares will be converted into H Shares upon
Listing, see “History, Development and Corporate Structure — Capitalization of Our Company” in this
prospectus.
SHARE CLASSES
Upon completion of the Global Offering and conversion of 58,737,118 Unlisted Shares into
H Shares, our Shares will consist of Unlisted Shares and H Shares. Both Unlisted Shares and H
Shares are ordinary shares in the share capital of our Company. Apart from certain qualified
domestic institutional investors in the PRC, certain qualified PRC investors under the Shanghai-
Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect, and other persons who are
entitled to hold our H Shares pursuant to relevant PRC laws and regulations or upon approvals of
any competent authorities, H Shares generally cannot be subscribed by or traded among legal and
natural persons of the PRC. On the other hand, Unlisted Shares can only be subscribed for by and
traded between legal or natural PRC persons, qualified foreign institutional investors and foreign
strategic investors, and may only be subscribed for and transferred in Renminbi.
Unlisted Shares and H Shares are regarded as one class of shares under our Articles of
Association, and Unlisted Shares and H Shares will rank pari passu with each other in all other
respects and, in particular, will rank equally for all dividends or distributions declared, paid or made
after the date of this prospectus. Other than cash, dividends could also be paid in the form of shares
or a combination of cash and shares.
SHARE CAPITAL
– 229 –


--- page 241 ---
CONVERSION OF OUR UNLISTED SHARES INTO H SHARES
All our Unlisted Shares are not listed or traded on any stock exchange. The holders of our
Unlisted Shares may, at their own option, authorize us to apply to the CSRC for conversion of their
respective Unlisted Shares to H Shares. After the conversion of Unlisted Shares, such converted
Shares may be listed or traded on an overseas stock exchange, provided that such conversion shall
have gone through any requisite internal approval process and complied with the regulations
prescribed by the securities regulatory authorities of the State Council and the regulations,
requirements and procedures prescribed by the overseas stock exchange(s) and the filing procedure
with the CSRC shall have been completed. The listing of such converted Shares on the Hong Kong
Stock Exchange will also require the approval of the Hong Kong Stock Exchange. In addition, such
conversion, trading and listing shall in all respects comply with the regulations prescribed by the
State Council’s securities regulatory authorities and the regulations, requirements and procedures
prescribed by the relevant overseas stock exchange.
Based on the procedures for the conversion of our Unlisted Shares into H Shares as disclosed
in this section, we can apply for the listing of all or any portion of our Unlisted Shares on the Hong
Kong Stock Exchange as H Shares in advance of any proposed conversion to ensure that the
conversion process can be completed promptly upon notice to the Hong Kong Stock Exchange and
delivery of Shares for entry on the H Share register. As any listing of additional Shares after our
initial listing on the Hong Kong Stock Exchange is ordinarily considered by the Hong Kong Stock
Exchange to be a purely administrative matter, it will not require such prior application for listing
at the time of our initial listing in Hong Kong.
No class Shareholder voting is required for the listing and trading of the converted Shares on
the Hong Kong Stock Exchange. Any application for listing of the converted Shares on the Hong
Kong Stock Exchange after our initial listing is subject to prior notification by way of
announcement to inform Shareholders and the public of such proposed conversion.
After all the requisite approvals have been obtained, the following procedure will need to be
completed in order to effect the conversion: the relevant Unlisted Shares will be withdrawn from
the Unlisted Share register and we will re-register such Shares on our H Share register maintained
in Hong Kong and instruct the H Share Registrar to issue H Share certificates. Registration on our
H Share register will be conditional on (a) our H Share Registrar lodging with the Hong Kong Stock
Exchange a letter confirming the proper entry of the relevant H Shares on the H Share register of
members and the due dispatch of H Share certificates; and (b) the admission of the H Shares to trade
on the Hong Kong Stock Exchange in compliance with the Listing Rules, the General Rules of
HKSCC and the HKSCC Operational Procedures in force from time to time. Until the converted
shares are re-registered on our H Share register, such Shares would not be listed as H Shares.
TRANSFER OF SHARES ISSUED PRIOR TO LISTING DATE
Pursuant to the PRC Company Law, our Shares issued prior to the Listing shall not be
transferred within one year from the Listing Date.
REGISTRATION OF SHARES NOT LISTED ON THE OVERSEAS STOCK EXCHANGE
According to the Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares
of H-Share Listed Companies ( H΅͡ሗ“ஷ”ˏ) announced by
the CSRC, the domestic shareholders of Unlisted Shares shall handle share transfer registration
business in accordance with the relevant business rules of the China Securities Depository and
Clearing Corporation Limited. Further, H-share companies should submit the relevant status reports
to the CSRC within 15 days after the transfer registration with the China Securities Depository and
Clearing Corporation Limited of the Unlisted Shares involved in the application is completed.
CIRCUMSTANCES UNDER WHICH A GENERAL MEETING IS REQUIRED
For details of circumstances under which a general meeting of our Company is required, see
“Shareholders and General Meetings — General Provisions for General Meetings” in Appendix V
to this prospectus.
SHARE CAPITAL
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The following discussion and analysis should be read in conjunction with our
consolidated financial information included in the Accountants’ Report in Appendix I to this
prospectus, together with the accompanying notes. Our consolidated financial information
has been prepared in accordance with IFRS Accounting Standards. You should read the entire
Accountants’ Report rather than relying solely on the information contained in this section.
The following discussion and analysis contain forward-looking statements reflecting our
current views on future events and financial performance, which involve risks and
uncertainties. These statements are based on assumptions and analysis made by us in light of
our experience and perception of historical trends, current conditions and expected future
developments, as well as other relevant factors that we believe are appropriate under the
circumstances. However , whether the actual outcome and developments will align with our
expectations and predictions depends on various risks and uncertainties beyond our control.
When evaluating our business, you should carefully consider the information provided in the
sections headed “Forward-looking Statements” and ‘ ‘Risk Factors’ ’ in this prospectus.
OVERVIEW
We are a clinical-stage biopharmaceutical company. We primarily focus on in-house discovery
and development of biopharmaceuticals targeting allergic and autoimmune diseases. We have
developed a comprehensive product pipeline for biologic treatments targeting rhinology,
dermatology, respiratory, hematology, nephrology and other autoimmune diseases.
We were established in the PRC in 2020. As a pre-revenue biotech company, we were not
profitable and incurred operating losses during the Track Record Period. In 2024 and 2025, we
reported total comprehensive loss of RMB137.3 million and RMB175.6 million, respectively. Our
operating losses were primarily attributable to research and development costs, administrative
expenses and finance costs.
BASIS OF PREPARATION
Our historical financial information has been prepared in accordance with IFRS Accounting
Standards, which comprise all standards and interpretations approved by the International
Accounting Standards Board (the “ IASB ”). We have early adopted all IFRS Accounting Standards
effective for the accounting period commencing from January 1, 2025, together with the relevant
transitional provisions, in the preparation of the historical financial information throughout each of
the years ended December 31, 2024 and 2025 (the “ Relevant Periods ”). For further details of the
material accounting policy information adopted, see Note 2.3 to the Accountants’ Report set out in
Appendix I to this prospectus. Our historical financial information also complies with the applicable
disclosure provisions of the Listing Rules.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
We believe that the most significant factors affecting our results of operations, financial
condition and cash flow include the following:
Our Ability to Successfully Develop and Commercialize Our Drug Candidates
We are a clinical-stage biopharmaceutical company specializing in in-house discovery and
development of biopharmaceuticals targeting allergic and autoimmune diseases. Our results of our
business and operating performance will depend to a significant extent on the successful
development and commercialization of our drug candidates.
We are currently conducting clinical trials of LP-003 which is our Core Product and LP-005
which is our Key Product. We are also conducting pre-clinical studies for various other drug
candidates such as LP-00A, LP-00C and LP-00D. Currently, the seasonal AR indication of our
LP-003 is undergoing Phase III clinical trial in China and we plan to submit BLA to the NMPA in
or before the third quarter of 2026. For CSU indication of our LP-003, we are conducting Phase II
clinical trial in China, and we expect to complete Phase II and commence Phase III clinical trial in
or before the second quarter of 2026. We are conducting Phase II clinical trials for allergic asthma
and CRSwNP indications of our LP-003 and expect to initiate Phase II clinical trials for other
allergic diseases in the fourth quarter of 2026. For details on our key milestones and progress of our
clinical trials, see section headed “Business — Our Products and Pipeline” in this prospectus. The
FINANCIAL INFORMATION
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ability of our drug candidates to demonstrate favorable safety and efficacy in clinical trials, our
success in obtaining the requisite regulatory approvals according to our plan, and the effective
implementation of our commercialization strategies are crucial for our business and operational
results.
Although all of our drug candidates currently have not been approved for commercialization,
and we have not generated any revenue from sales of our drug candidates, we expect to
commercialize one or more of our drug candidates in the near future. Upon commercialization of
our drug candidates, our business and results of operations will be driven by the market acceptance
and sales of our commercialized drugs. However, the commercialization may require significant
marketing efforts and inputs before we are able to generate any revenue from sales of our drug
candidates. If we fail to achieve the degree of market acceptance, we may not be able to generate
revenue as expected.
Our Cost Structure
Our results of operation are significantly influenced by our cost structure, which primarily
consists of research and development costs, administrative expenses and finance costs. Details of
these costs are set out below.
Our research and development costs mainly consist of non-clinical studies, and chemistry,
manufacturing and controls (“ CMC”) costs, clinical trial expenses and employee benefit expense.
For the years ended December 31, 2024 and 2025, we recorded research and development costs of
RMB98.1 million and RMB126.6 million, respectively. As a biotech company focused on the
discovery and development of innovative therapeutic drugs, we have devoted significant resources
to the research and development of our biologic drug candidates. We expect to continue this focus
in the foreseeable future as we advance our drug development pipeline.
Our administrative expenses mainly consisted of professional service fees, employee benefit
expense, general office expenses, and depreciation and amortization expenses. For the years ended
December 31, 2024 and 2025, we recorded administrative expenses of RMB11.3 million and
RMB34.8 million, respectively.
Moreover, once our drug candidates receive marketing approvals and are commercialized, we
are expected to dedicate our resources to sales and marketing. We plan to establish sales and
marketing capabilities through a combination of in-house efforts and collaboration with external
partners, all of which will incur selling expenses. Additionally, we anticipate increasing legal,
compliance, accounting, insurance and investor and public relations expenses associated with being
a public company in Hong Kong.
Funding for Our Operations
We funded our operations primarily through equity financing and interest-bearing loans during
the Track Record Period. If one or more of our candidate drugs are successfully commercialized in
the future, we expect to primarily fund our operations through revenue generated from the sales of
these commercialized drug products. However, as our business continues to expand, we may require
additional funding through public or private offerings, debt financing, collaborations, licensing
arrangements, or other sources. Any fluctuations in our funding could impact our cash flow and our
results of operations.
MATERIAL ACCOUNTING POLICY INFORMATION, JUDGMENTS AND ESTIMATES
The preparation of our financial statements requires our management to make judgements,
estimates, and assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities, as well as their accompanying disclosures and the disclosure of contingent liabilities.
These judgments, estimates, and assumptions are continually evaluated and are based on historical
experience and various other factors, including expectations of future events that are considered
reasonable under the circumstances. As such, our actual results may differ from these estimates.
When reviewing our financial statements, you should consider (i) our selection of material
accounting policy information, (ii) significant accounting judgments and estimates affecting the
application of such policies, and (iii) the sensitivity of reported results in changes in conditions and
assumptions. We have not made any material changes to these estimates or assumptions during the
Track Record Period. We do not expect any material changes in these estimates and assumptions in
the foreseeable future.
FINANCIAL INFORMATION
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For a detailed description of our material accounting policy information, and significant
accounting judgments and estimates, see Notes 2.3 and 3 to the Accountants’ Report set out in
Appendix I to this prospectus.
DESCRIPTION OF CERTAIN KEY ITEMS OF THE CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
The following table sets forth summary of our consolidated statements of profit or loss and
other comprehensive income items for the periods indicated:
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,070 5,586
Research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(98,081) (126,622)
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (484)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,266) (34,797)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(51) (2,408)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(30,993) (16,858)
LOSS BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(137,321) (175,583)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
LOSS AND TOTAL COMPREHENSIVE LOSS FOR
THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(137,321) (175,583)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(137,321) (175,583)
Revenue
We are a pre-revenue biotech company. We did not generate any revenue or incur any cost of
revenue during the Track Record Period.
Other Income and Gains
During the Track Record Period, our other income primarily consisted of: (i) bank interest
income; and (ii) government grants, primarily provided by the PRC local government authorities to
support our research and developments activities or operating activities. These government grants
are non-recurring in nature and subject to certain conditions.
Our gains primarily comprise gain on fair value changes of financial assets at fair value
through profit or loss (“ FVTPL ”), representing fair value changes incurred in our investment in
certain structured deposits.
The following table summarizes a breakdown of our other income and gain for the periods
indicated:
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Other income
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,203 2,984
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,331 1,347
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 13
Total other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,571 4,344
Gains
Gain on fair value changes of financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118499 1,242
Total gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118499 1,242
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,070 5,586
FINANCIAL INFORMATION
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For the years ended December 31, 2024 and 2025, our gain on fair value changes of financial
assets at FVTPL represented fair value changes on the structured deposits we purchased primarily
from commercial banks. (see “— Description of Selected Items from the Consolidated Statements
of Financial Position — Financial Assets at FVTPL” in this section).
Research and Development Costs
During the Track Record Period, our research and development costs mainly consist of: (i)
non-clinical studies and CMC costs, mainly resulting from the engagement of CROs and CDMOs,
as well as other expenses incurred in connection with our pre-clinical studies, CMC activities and
other studies; (ii) clinical trial expenses for our drug candidates, including expenses with respect to
the engagement of CROs, clinical sites, and SMOs as well as other expenses incurred in connection
with our clinical trials; (iii) employee benefit expense, primarily including salaries and other
welfare for our research and development personnel such as social insurance and provident fund;
(iv) share-based payment, which is an employee stock ownership plan granted for our R&D
personnel; (v) depreciation and amortization, primarily representing the depreciation and
amortization for property, plant and equipment, right-of-use assets, and other deferred expenses
used for our research and development activities; and (vi) cost of raw material and consumables
used for research and development of our biologic drug candidates.
For the years ended December 31, 2024 and 2025, we recorded research and development
costs of RMB98.1 million and RMB126.6 million, respectively. The following table below sets
forth a breakdown of our research and development costs for the periods indicated:
Y ear ended December 31,
2024 2025
RMB’000 % RMB’000 %
Non-clinical studies and CMC
costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,347 36.0 38,457 30.4
Clinical trial expenses /H1118/H1118/H1118/H1118/H1118/H1118/H111835,174 35.9 46,582 36.8
Employee benefit expense /H1118/H1118/H1118/H111812,736 13.0 21,451 16.9
Share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118644 0.7 8,074 6.4
Depreciation and amortization /H1118 5,625 5.7 5,619 4.4
Raw material and
consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,330 7.5 4,915 3.9
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,225 1.2 1,524 1.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898,081 100.0 126,622 100.0
Note:
(1) Others mainly include costs related to utilities and other miscellaneous expenses.
For the years ended December 31, 2024 and 2025, our research and development costs
accounted for 89.7% and 78.2% of our total operating expenses (i.e. research and development
costs, selling and distribution expenses and administrative expenses), respectively. Our research and
development costs were primarily used to advance the clinical development of LP-003, our Core
Product, and LP-005, our Key Product, during these periods.
The research and development costs attributable to our Core Product for the years ended
December 31, 2024 and 2025 were RMB57.5 million and RMB99.0 million, accounting for 58.7%
and 78.2% of total research and development costs, respectively, for the corresponding periods. The
share of research and development costs for our Core Product increased by 19.5% in 2025 primarily
due to the increase in the aggregate amount of clinical trial expenses and non-clinical studies and
CMC costs for LP-003, driven by its progress of clinical trial for different indications.
The research and development costs attributable to our Key Product for the years ended
December 31, 2024 and 2025 were RMB27.2 million and RMB11.5 million, accounting for 27.8%
and 9.1% of total research and development costs, respectively, for the corresponding periods. The
share of research and development costs for our Key Product decreased by 18.7% in 2025, primarily
due to decrease in non-clinical studies and CMC costs for LP-005.
FINANCIAL INFORMATION
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Share-based payment
We adopted a share option scheme for core employees in 2021 (the “ 2021 Scheme ”) for the
purpose of providing incentives and rewards to eligible employees who contributed to the success
of our Group’s operations, the 2021 Scheme was cancelled in 2025. We adopted a RSU scheme
(“RSU Scheme ”) for the purpose of providing incentives and rewards to eligible employees of the
Group and our Directors who contribute to the success of our operations.
Administrative Expenses
During the Track Record Period, our administrative expenses mainly consisted of: (i)
professional service fees, mainly related to service fees paid to legal advisors, auditors and other
consulting service providers during the ordinary course of business, as well as Listing expenses; (ii)
employee benefit expense, primarily including salaries and other welfare for our administrative
staff such as social insurance and provident fund; (iii) general office expenses; and (iv) depreciation
and amortization expense, including amortization of right-of-use assets and decoration expenses.
For the years ended December 31, 2024 and 2025, we recorded administrative expenses of
RMB11.3 million and RMB34.8 million, respectively. The following table sets forth a breakdown
of our administrative expenses for the periods indicated:
Y ear ended December 31,
2024 2025
RMB’000 % RMB’000 %
Professional service fees /H1118/H1118/H1118/H1118/H11183,608 32.0 20,336 58.4
Employee benefit expense /H1118/H1118/H1118/H11182,406 21.4 5,977 17.2
General office expenses /H1118/H1118/H1118/H1118/H1118/H11183,073 27.3 4,412 12.7
Depreciation and amortization
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,830 16.2 2,522 7.2
Share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H111882 0.7 766 2.2
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118267 2.4 784 2.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,266 100.0 34,797 100.0
Note:
(1) Others mainly include short-term rent within one year and other miscellaneous expenses.
Other Expenses
Our other expenses primarily comprise donation expenditures, including those to a
philanthropy foundation for rare diseases in 2023 and a biodiversity conservation and green
development foundation in 2025. For the years ended December 31, 2024 and 2025, our other
expenses amounted to RMB0.05 million and RMB2.41 million, respectively.
Finance Costs
For the years ended December 31, 2024 and 2025, our finance costs amounted to RMB31.0
million and RMB16.9 million, respectively. The following table below sets forth a breakdown of
our finance costs for the periods indicated:
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Interest on redemption liabilities on equity shares /H1118/H1118/H1118 28,266 15,033
Interest on bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118807 982
Interest on redemption liabilities on a subsidiary’s
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,203 354
Interest on amounts due to a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388 294
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118329 195
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,993 16,858
FINANCIAL INFORMATION
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During the Track Record Period, the interest on redemption liabilities on equity shares was
due to the interests from the various rounds of redeemable shares issued to Pre-IPO Investors which
are classified as liabilities. For further details of the redemption liabilities on equity shares, see
Note 22 to the Accountants’ Report set out in Appendix I. For further details regarding the various
rounds of investments by Pre-IPO Investors, see “History, Development and Corporate Structure —
Pre-IPO Investments”.
During the Track Record Period, the interest on redemption liabilities on a subsidiary’s shares
was associated with the redeemable shares of our subsidiary, LongBio Biotechnology (Changshu)
Co., Ltd. (“ LongBio Changshu ”). For details of our redemption liabilities on the shares of LongBio
Changshu, see Note 21 to the Accountants’ Report set out in Appendix I.
During the Track Record Period, the interest on amounts due to a related party was attributed
to the interest expenses associated with the RMB20 million loan from PharMab, a company
controlled by a Director, in support of our R&D activities. This loan and its accrued interest were
fully repaid by our Company in August 2025. For further details of this Loan, see “— Indebtedness
— Amounts Due to a Related Party” in this section.
During the Track Record Period, the interest on lease liabilities was primarily attributed to our
new lease for the office in Zhangjiang High-tech Park, Shanghai in June 2023, followed by the
addition of another office in Changshu, Suzhou in March 2024.
Income Tax Expense
For the years ended December 31, 2024 and 2025, we recorded income tax expenses of RMB0
and RMB0, respectively. During the Track Record Period and up to the Latest Practicable Date, we
have paid all relevant taxes in accordance with applicable tax laws and regulations and do not have
any disputes or unresolved tax issues with the relevant tax authorities, in all material respects. For
the statutory tax rate and preferential income tax rates applicable to our Company and our
subsidiaries, see Note 10 to the Accountants’ Report set out in Appendix I.
Loss for the Y ear
For the years ended December 31, 2024 and 2025, we had loss for the year of RMB137.3
million and RMB175.6 million, respectively.
PERIOD TO PERIOD COMPARISON OF RESULTS OF OPERATIONS
Y ear Ended December 31, 2025 Compared to Y ear Ended December 31, 2024
Revenue
We did not have any revenue or cost of revenue in 2024 or 2025.
Other Income and Gains
Our other income and gains increased by 82.0% from RMB3.1 million in 2024 to RMB5.6
million in 2025, primarily attributable to: (i) an increase in government grants of RMB1.8 million
and (ii) an increase in gain on fair value changes of financial assets at FVTPL of RMB0.7 million.
Research and Development Costs
Our research and development costs increased by 29.1% from RMB98.1 million in 2024 to
RMB126.6 million in 2025, primarily due to (i) increase in clinical trial expenses of RMB11.4
million, primarily driven by the progress of Phase III clinical trials for our Core Product, LP-003
in 2025; (ii) increase in employee benefit expense of RMB8.7 million, due to an increase in the
number of employees in the clinical department as the clinical trial phase progressed; and (iii)
increase in share-based payment of RMB7.4 million paid to our R&D personnel.
Selling and Distribution Expenses
Our selling and distribution expenses increased from RMB0 in 2024 to RMB0.5 million in
2025, primarily due to the increase in employee benefit expense attributable to the hiring of new
commercialization staff.
FINANCIAL INFORMATION
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Administrative Expenses
Our administrative expenses increased by 208.9% from RMB11.3 million in 2024 to RMB34.8
million in 2025, primarily due to (i) an increase in professional services fees of RMB16.7 million,
primarily due to the preparation of our proposed Listing and (ii) an increase in employee benefit
expense of RMB3.6 million for additional staff recruitment in line with our business development.
Other Expenses
The increase in other expenses of RMB2.4 million in 2025 was associated with foreign
exchange fluctuations.
Finance Costs
Our finance costs decreased by 45.6% from RMB31.0 million in 2024 to RMB16.9 million in
2025, primarily attributable to a decrease in interest on redemption liabilities on equity shares of
RMB13.2 million. For further details on redemption liabilities on equity shares, see Note 22 to the
Accountants’ Report set out in Appendix I to this prospectus.
Income Tax Expenses
We recorded income tax expenses of RMB0 for both 2024 and 2025.
Loss for the Y ear
As a result of the foregoing, our loss for the year increased by 27.9% from RMB137.3 million
in 2024 to RMB175.6 million in 2025.
DESCRIPTION OF SELECTED ITEMS FROM THE CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
The following table sets forth our non-current assets and liabilities as of the dates indicated:
As of December 31,
2024 2025
RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,614 10,292
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,524 2,751
Prepayments, other receivables and other assets /H1118/H1118/H1118/H1118 7,369 12,440
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,507 25,483
NON-CURRENT LIABILITIES
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,923 794
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,410 2,797
Redemption liabilities on equity shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118358,738 –
Amounts due to a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,388 –
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118384,459 3,591
Property, Plant and Equipment
During the Track Record Period, our property, plant and equipment consisted of: (i) leasehold
improvements; (ii) laboratory equipment; (iii) office and electronic equipment; (iv) motor vehicles;
and (v) construction in progress. Our property, plant and equipment decreased by 11.4% from
RMB11.6 million as of December 31, 2024 to RMB10.3 million as of December 31, 2025, primarily
due to depreciation of property and equipment and new additions of laboratory equipment,
leasehold improvements and office and electronic equipment of RMB2.6 million.
Right-of-use Assets
During the Track Record Period, our right-of-use assets were primarily related to laboratories
and offices premises used for our operations. Our right-of-use assets decreased by 57.8% from
RMB6.5 million as of December 31, 2024 to RMB2.8 million as of December 31, 2025, primarily
due to normal amortization of right-of-use assets in the period.
FINANCIAL INFORMATION
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The following table sets forth our current assets and current liabilities as of the dates
indicated:
As of December 31, As of April 30,
2024 2025 2026
RMB’000 RMB’000 RMB’000
(Unaudited)
CURRENT ASSETS
Prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,693 10,931 13,596
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,624 95,051 93,571
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,990 – –
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 881 2,294
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,095 95,211 60,109
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,402 202,074 169,570
CURRENT LIABILITIES
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,068 45,762 63,780
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H111837,877 35,000 52,501
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,040 560 800
Income tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Redemption liabilities on a subsidiary’s
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,636 – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,113 2,129 1,681
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,734 83,451 118,762
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,668 118,623 50,808
Our net current assets significantly increased from RMB28.7 million as of December 31, 2024
to RMB118.6 million as of December 31, 2025, primarily due to (i) an increase in cash and cash
equivalent of RMB28.4 million, as we received investment funds from the completion of our Series
B3 and C rounds of financing, (ii) increased purchases of structured deposits during the year, and
(iii) a decrease in redemption liabilities on a subsidiary’s shares of RMB23.6 million, partially
offset by (iv) an increase in trade and other payables of RMB18.7 million.
Our net current assets further decreased by 57.2% from RMB118.6 million as of December 31,
2025 to RMB50.8 million as of April 30, 2026, primarily due to (i) a decrease in financial assets
at FVTPL of RMB35.1 million, (ii) an increase in trade and other payables of RMB18.0 million, and
(iii) an increase in interest-bearing bank borrowings of RMB17.5 million, partially offset by (iv) an
increase in prepayments, other receivables and other assets of RMB2.7 million.
Prepayments, Other Receivables and Other Assets
The following table sets forth a breakdown of both current and non-current prepayments, other
receivables and other assets as of the dates indicated:
As of December 31,
2024 2025
RMB’000 RMB’000
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,991 7,089
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,234 11,084
Deferred listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118643 3,990
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859 1,097
Rental deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,135 111
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,062 23,371
Our prepayments, other receivables and other assets primarily consists of: (i) prepayments,
mainly for research and development expenses; (ii) value-added tax recoverable, mainly related to
company retained value-added tax; and (iii) deferred listing expenses.
FINANCIAL INFORMATION
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Our prepayments, other receivables and other assets increased by 5.9% from RMB22.1 million
as of December 31, 2024 to RMB23.4 million as of December 31, 2025, primarily attributable to
(i) an increase in value-added tax recoverable of RMB4.9 million and (ii) an increase in deferred
listing expense of RMB3.3 million, partially offset by (iii) a decrease in prepayments of RMB6.9
million.
As of the Latest Practicable Date, RMB4.5 million, or 19.1%, of our prepayments, other
receivables and other assets as of December 31, 2025 had been subsequently settled.
Restricted Cash
We had restricted cash of RMB0 and RMB0.9 million as of December 31, 2024 and 2025,
respectively, primarily due to a temporary bank account freeze in December 2025 due to a litigation.
For details, see Note 16 to the Accountants’ Report set out in Appendix I to this prospectus.
Financial Assets at FVTPL
As of the end of each period during the Track Record Period, our financial assets measured
at FVTPL primarily consisted of structured deposits issued by major commercial banks in China.
Our financial assets at FVTPL increased by 137.5% from RMB40.1 million as of December 31,
2024 to RMB95.2 million as of December 31, 2025, primarily due to purchases of structured deposit
products. We believe that making such investments is in our best interest, and can enhance our
income without interference with our business operations or capital expenditures.
To manage investment risks associated with our financial product portfolio, we have
established a robust framework of internal policies and guidelines. Our investment activities are
aligned with the Company’s overall development strategy and maintained at a moderate scale to
mitigate risk. All investment decisions are made on a case-by-case basis, with consideration given
to factors such as maturity, expected returns, underlying assets, our cash flow position, and
short-term capital needs. The purchases of structured deposits are carefully reviewed and assessed
by staff in our finance group of the operations department, and subject to the approval procedures
established by the board of directors of the Company. We primarily invest in low-risk,
principal-guaranteed structured deposits from reputable banks in Chinese mainland. The expected
returns on these products are linked to the performance of underlying instruments in the currency
market. Our Group maintains complete accounting records for all investments to regularly monitor
their performance and fair value, in accordance with our internal policies.
Our financial product portfolio is also susceptible to macroeconomic fluctuations, prompting
us to closely monitor the composition and performance of our investments. See section headed
“Risk Factors — Risks Relating to Our Financial Position and Need for Additional Capital — We
face risks related to fluctuations in the fair value of financial assets measured at FVTPL and
associated valuation uncertainties” in this prospectus. Upon Listing, we will continue investing in
financial products according to our internal policies and guidelines. If the investment qualifies as
a notifiable transaction under Chapter 14 of the Listing Rules, we will comply with the
requirements, including announcement, circular, reporting, and/or shareholders’ approval (if
necessary).
Trade and Other Payables
During the Track Record Period, our trade and other payables primarily consisted of: (i)
accrued R&D expenses, mainly representing accrued yet unpaid fees to relevant service providers
in support of our CROs, and CDMOs; and (ii) trade and bills payables, representing invoiced yet
unpaid fees relating to our R&D activities. The following table sets forth the details of our trade and
other payables as of the dates indicated:
As of December 31,
2024 2025
RMB’000 RMB’000
Current:
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,761 5,717
Accrued research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,304 28,952
Accrued listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106 4,798
Payroll payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,688 3,108
Payables for purchase of property and equipment /H1118/H1118/H1118 1,209 642
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118935 2,338
FINANCIAL INFORMATION
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As of December 31,
2024 2025
RMB’000 RMB’000
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865 207
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,068 45,762
Our trade and other payables increased by 69.1% from RMB27.1 million as of December 31,
2024 to RMB45.8 million as of December 31, 2025, primarily due to (i) increase in accrued research
and development expenses of RMB18.6 million, partially offset by (ii) decrease in trade and bills
payables of RMB7.0 million, as we settled our CDMO service fees for LP-003 and LP-005.
During the Track Record Period, we settled payments for CROs, SMOs and CDMOs services
in accordance with the related terms in contracts, while we normally settled payments for purchases
of raw materials and consumables on credit terms of 30 to 120 days. Our trade payables are
non-interest-bearing. The following table sets forth an aging analysis of our trade and bill payables
presented based on the invoice date as of the dates indicated:
As of December 31,
2024 2025
RMB’000 RMB’000
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,455 4,472
3 months to 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,306 1,245
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,761 5,717
Our accrued research and development costs increased 181.0% from RMB10.3 million as of
December 31, 2024 to RMB29.0 million as of December 31, 2025, primarily attributable to:
increase of payable for clinical trial services, pre-clinical studies and CMC services.
Our payroll payables increased 84.1% from RMB1.7 million as of December 31, 2024 to
RMB3.1 million as of December 31, 2025, primarily attributable to increased annual bonuses.
Our payables for purchase of property and equipment decreased 46.9% from RMB1.2 million
as of December 31, 2024 to RMB0.6 million as of December 31, 2025, primarily attributable to the
payment to the renovation suppliers.
Our accrued Listing expenses increased from RMB0.1 million as of December 31, 2024 to
RMB4.8 million as of December 31, 2025, primarily attributable to fees payable to professional
parties involved in the Listing process.
As of the Latest Practicable Date, RMB18.0 million, or 39.3%, of our trade and other payables
as of December 31, 2025 had been subsequently settled.
Redemption Liabilities on Equity Shares
Our redemption liabilities on equity shares were RMB358.7 million and RMB0, respectively,
as of December 31, 2024 and 2025. These liabilities primarily relate to our various rounds of
Pre-IPO Investments by our Pre-IPO Investors since 2021. For further details regarding the various
rounds of investments by Pre-IPO Investors, see “History, Development and Corporate Structure —
Pre-IPO Investments”. The redemption obligations give rise to financial liabilities, which are
measured at the net present value of the redemption amount in the consolidated financial statements
and presented as redemption liabilities on equity shares in the statements of financial position.
Accordingly, the carrying amount of the financial liabilities of all redemption liabilities was
derecognized upon the termination of the redemption features. Pursuant to the investment
agreements of Series C Financing entered into by our Company and the relevant Shareholders, the
redemption rights were automatically terminated from the day before the reference date for joint
stock limit company conversion.
FINANCIAL INFORMATION
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Redemption Liabilities on a Subsidiary’s Shares
Our redemption liabilities on a subsidiary’s shares were RMB23.6 million and RMB0,
respectively, as of December 31, 2024 and 2025. These liabilities was associated with the
redeemable shares of our subsidiary, LongBio Changshu. Our management recognizes this as a
financial liability measured at amortized cost, and the subsequent interest expenses are included in
our current profit and loss. We entered into an agreement with Southeast Investment on March 28,
2025, to acquire the shares of LongBio Changshu held by Southeast Investment at the consideration
of RMB23,990,000. LongBio Changshu was de-registered on May 29, 2025. For further details, see
Note 21 to the Accountants’ Report in Appendix I to this prospectus.
LIQUIDITY AND CAPITAL RESOURCES
During the Track Record Period, our primary uses of cash were to fund the non-clinical
studies, CMC and clinical development of our drug candidates, administrative expenses and other
recurring expenses. We recorded net cash flows used in operating activities of RMB104.1 million
and RMB121.0 million for the years ended December 31, 2024 and 2025, respectively. During the
Track Record Period and up to the Latest Practicable Date, we have primarily funded our working
capital requirements through equity financing and debt financing. Our management closely
monitors use of cash and cash equivalents and strives to maintain a healthy liquidity for our
operations. Going forward, we anticipate that our liquidity needs will be met through a combination
of net proceeds from the Global Offering and cash flow generated by our operations.
Cash Flows
The following table provides information regarding our cash flows for the periods indicated:
For the year ended December 31,
2024 2025
RMB’000 RMB’000
Operating cash flow before movements in working
capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(99,040) (142,658)
Changes in working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,082) 21,619
Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(104,122) (121,039)
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(45,556) (57,141)
Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,113 208,526
NET INCREASE/(DECREASE) IN CASH AND
CASH EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50,565) 30,346
Cash and cash equivalents at beginning of year /H1118/H1118/H1118/H1118117,226 66,624
Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118(37) (1,919)
CASH AND CASH EQUIV ALENTS AT END OF
YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,624 95,051
Net Cash Used in Operating Activities
For the year ended December 31, 2025, our net cash used in operating activities was
RMB121.0 million. Our loss before tax was RMB175.6 million for the same period. The difference
between our loss before tax and our net cash used in operating activities for the period was primarily
attributable to: (i) certain non-cash or non-operating expenses or losses, mainly including finance
costs of RMB16.9 million, share-based payment expenses of RMB8.8 million and depreciation of
property, plant and equipment of RMB3.8 million; and (ii) changes in certain working capital items,
mainly including an increase in trade and other payables of RMB18.3 million.
For the year ended December 31, 2024, our net cash used in operating activities was
RMB104.1 million. Our loss before tax was RMB137.3 million for the same year. The difference
between our loss before tax and our net cash used in operating activities for the period was primarily
attributable to: (i) certain non-cash or non-operating expenses or losses, mainly including finance
costs of RMB31.0 million, depreciation of right-of-use assets of RMB3.7 million and depreciation
of property, plant and equipment of RMB3.5 million; and (ii) changes in certain working capital
items, mainly including an increase in prepayments, other receivables and other assets of RMB12.3
million, and an increase in trade and other payables of RMB6.8 million.
The negative operating cash flows we experienced during the Track Record Period primarily
resulted from our increased investment in R&D activities as we progress with our various drug
candidates’ pipelines. We monitor and maintain a level of cash and cash equivalents considered
FINANCIAL INFORMATION
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adequate by management to fund our operations and mitigate the impact of cash flow volatility.
Given our net operating cash outflows throughout the Track Record Period, we plan to improve this
situation through the following initiatives: (i) we plan to continue to advance the commercialization
of our drug candidates in development to generate revenue from product sales. Specifically, subject
to regulatory communication and marketing approval, we expect to apply for LP-003’s inclusion in
the NRDL during the first available application window; (ii) we will continue to implement
comprehensive measures to effectively control operating costs and optimize the use of idle cash. For
example, we enforce rigorous budget controls at both the project and business department levels;
and (iii) we will closely monitor the settlement of trade payables to achieve a better cash flow
position.
Net Cash Flows (Used in)/Generated from Investing Activities
For the year ended December 31, 2025, we had net cash used in investing activities of
RMB57.1 million, which was mainly attributable to the purchases of financial assets at FVTPL of
RMB53.9 million.
For the year ended December 31, 2024, our net cash used in investing activities was RMB45.6
million, which was primarily attributable to purchases of financial assets at FVTPL of RMB39.6
million.
Net Cash Flows from Financing Activities
For the year ended December 31, 2025, we had net cash generated from financing activities
of RMB208.5 million, which was mainly attributable to proceeds from capital contribution from
shareholders of RMB263.8 million.
For the year ended December 31, 2024, our net cash from financing activities was RMB99.1
million, which was primarily attributable to proceeds from capital contribution from shareholders
of RMB60.0 million, proceeds from interest-bearing bank borrowings of RMB37.9 million, and
proceeds from amounts due to a related party of RMB20.0 million.
CASH OPERATING COSTS
The following table provides information regarding our cash operating costs for the periods
indicated:
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Research and development costs for our Core
Product (LP-003) and Key Product (LP-005)
Clinical trial expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,053 33,757
Employee benefit expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,947 14,832
Non-clinical studies and CMC costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,375 29,670
Raw material and consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,907 2,986
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118770 1,204
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,052 82,449
Research and development costs for our other drug
candidates
Clinical trial expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,039 323
Employee benefit expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,019 5,259
Non-clinical studies and CMC costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,122 2,960
Raw material and consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118923 842
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118407 347
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,510 9,731
Total research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,562 92,180
Other costs
Employee benefit expense (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,208 5,915
Others (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,457 19,041
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,665 24,956
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,227 117,136
FINANCIAL INFORMATION
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Notes:
(1) Others primarily represent utilities and other miscellaneous expenses.
(2) Employee benefit expense represents total non-R&D personnel costs mainly including salaries and benefits.
(3) Others primarily include professional service fees, general office expense and other miscellaneous expenses.
WORKING CAPITAL CONFIRMATION
Our Directors are of the view that our liquidity requirements will be mainly satisfied by using
funds from a combination of cash and cash equivalents, financial assets at FVTPL, and the
estimated net proceeds from the Global Offering. Our Directors also confirm that our Group is able
to maintain its financial viability and working capital sufficiency upon the repayment of loan to
PharMab in August 2025. As of April 30, 2026, the latest practicable date for determining our
indebtedness, we had cash and cash equivalents of RMB93.6 million, financial assets at FVTPL of
RMB60.1 million and restricted cash of RMB2.3 million. Taking into account of the above, along
with the estimated net proceeds from this Global Offering, the Directors are of the opinion, and the
Sole Sponsor concurs, that we have sufficient working capital to cover at least 125% of our costs,
including research and development costs, administrative expenses, finance costs and other
operating costs, for at least the next 12 months from the date of this prospectus.
Our cash burn rate refers to average monthly amount of net cash used in operating activities,
capital expenditures and lease payments. We had cash and cash equivalents, restricted cash and
financial assets at FVTPL, totalling RMB191.1 million as of December 31, 2025. We estimate that
we will receive net proceeds of approximately HK$1,254.9 million in the Global Offering, at an
Offer Price of HK$96.06 per H Share, being the indicative Offer Price stated in this prospectus.
Assuming an average cash burn rate going forward of 1.3 times the level in the year ended
December 31, 2025, we estimate that (i) our cash and cash equivalents, restricted cash and financial
assets at FVTPL as of December 31, 2025 will be able to maintain our financial viability for over
13 months from December 31, 2025, (ii) if we take into account 10.0% of the estimated net proceeds
from the Global Offering (namely, the portion allocated for our working capital and other general
corporate purposes), 21 months, and (iii) if we take into account 100.0% of the estimated net
proceeds from the Global Offering, 91 months. Our Directors and our management team will
continue to monitor our working capital, cash flows and our business development status and expect
to raise our next round of financing if needed, no earlier than 12 months after the completion of the
Global Offering.
In addition to the cash and cash equivalents, restricted cash and financial assets at FVTPL,
totaling RMB191.1 million as of December 31, 2025, we will fund our working capital through debt
financing and equity financing if the Global Offering does not take place as scheduled or is
subjected to any delay. Going forward, we believe our liquidity requirement will be satisfied by a
combination of debt financing and cash generated from our operations after the commercialization
of our drug candidates.
INDEBTEDNESS
As of December 31, 2024 and 2025, except as disclosed below, we did not have any other
material outstanding mortgages, charges, debentures, other issued debt capital, bank overdrafts,
borrowings, liabilities under acceptance or other similar indebtedness, acceptance credits, hire
purchase commitments, any guarantees or other material contingent liabilities. Since April 30, 2026,
the latest practicable date for the purpose of the indebtedness statement, and up to the date of this
prospectus, there has been no material change to our indebtedness. Our Directors confirm that as
of the Latest Practicable Date, there was no material covenant on any of our outstanding debt and
there was no material breach of any covenant during the Track Record Period and up to the Latest
Practicable Date. Our Directors further confirm that our Group did not experience any difficulty in
obtaining bank loans and other borrowings, material defaults on trade and non-trade payables and
in payment of bank loans and other borrowings or breaches of covenants during the Track Record
Period and up to the Latest Practicable Date.
FINANCIAL INFORMATION
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The following table provides information regarding our indebtedness as of the dates indicated:
As of December 31, As of April 30,
2024 2025 2026
RMB’000 RMB’000 RMB’000
(Unaudited)
Current
Interest-bearing bank borrowings /H1118 37,877 35,000 52,501
Redemption liabilities on a
subsidiary’s shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,636 – –
Amounts due to related party /H1118/H1118/H1118/H1118 –––
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,113 2,129 1,681
Non-current
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,923 794 1,792
Redemption liabilities on equity
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118358,738 – –
Amounts due to a related party /H1118/H1118 20,388 – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118447,675 37,923 55,974
Interest-bearing Bank Borrowings
Our interest-bearing bank borrowings comprised loans from PRC commercial banks. The
following table sets forth the details of our bank borrowings as of the dates indicated:
As of December 31, 2024 As of December 31, 2025
Effective
interest
rate (%) Maturity RMB’000
Effective
interest
rate (%) Maturity RMB’000
Current
Bank loans-secured /H1118/H1118/H1118/H1118/H11182.55-2.80 2025 27,877 – – –
Bank loans-unsecured /H1118/H1118/H11183.00 2025 10,000 2.45-2.70 2026 35,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,877 35,000
As of December 31,
2024 2025
RMB’000 RMB’000
Analysed into:
Bank loans repayable:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,877 35,000
Our Directors confirm that we had not defaulted in the repayment of our bank loans and other
borrowings during the Track Record Period and up to the Latest Practicable Date. Our Directors
have confirmed that, as of the Latest Practicable Date, there was no breach of any covenants during
the Track Record Period and up to the Latest Practicable Date. As of April 30, 2026, we had
committed unutilized banking facilities of RMB55.0 million.
Lease Liabilities
During the Track Record Period, we have leased properties for office properties and R&D
activities. The leased properties with remaining lease terms primarily relate to our new offices in
Zhangjiang High-tech Park, Shanghai and Changshu, Suzhou, which were leased in June 2023 and
expiring in June 2026 and leased in March 2024 and expiring in February 2029, respectively. We
have negotiated the lease terms individually, including various payment terms and conditions and
we recognize lease liabilities for all leases.
Amounts Due to a Related Party
The amounts due to a related party, PharMab, which is controlled by our Director, is non-trade
in nature, including the RMB20 million loan principal and interest receivable were unsecured and
repayable in March 2026. Interests are charged at 2.45% annually, and principal and interest will
FINANCIAL INFORMATION
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be paid at maturity. The loan and its accrued interest were fully repaid by our Company in August
2025. For details regarding the amounts due to a related party, see Note 29 to the Accountants’
Report set out in Appendix I to this prospectus.
CAPITAL EXPENDITURES
For the years ended December 31, 2024 and 2025, our capital expenditures were RMB6.1
million and RMB4.4 million, respectively, which primarily consist of leasehold improvements. We
funded our capital expenditure requirements during the Track Record Period mainly from equity
financing.
We plan to finance our future capital expenditures primarily with our existing cash and cash
equivalents, and net proceeds from the Global Offering. For more details, see the section headed
“Future Plans and Use of Proceeds” in this prospectus. We may reallocate the fund to be utilized
on capital expenditures based on our ongoing business needs.
CAPITAL COMMITMENTS
As of December 31, 2024 and 2025, we had capital commitments contracted but not provided
for, amounting to RMB0.2 million and RMB1.2 million, respectively. These commitments are
primarily related to contracts entered into for the acquisition of property, plant and equipment.
CONTINGENT LIABILITIES
As of December 31, 2024 and 2025, we did not have any contingent liabilities. Our Directors
confirm that there has been no material change in our contingent liabilities since December 31,
2025, to the date of this prospectus.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
We had not entered into any off-balance sheet transactions as of the Latest Practicable Date.
RELATED PARTY TRANSACTIONS
During the Track Record Period, our related party transactions, which are non-trade in nature,
primarily comprised of: (i) a loan with PharMab, which was fully repaid by our Company in August
2025 along with its accrued interest; (ii) guarantees provided by Dr. Liu and his close associate, for
certain bank loans made to the Group, which have been released as of the Latest Practicable Date;
and (iii) compensation for key management personnel. Our Directors believe that these transactions
were conducted on an arm’s length basis and did not distort our results of operations, nor did they
make our historical results unreflective of our future performance. For more information on our
transactions with related parties and the outstanding balances during the Track Record Period, see
“— Indebtedness — Amounts Due to a Related Party” in this section, Note 29 to the Accountants’
Report set out in Appendix I to this prospectus.
KEY FINANCIAL RATIOS
The table below sets forth our key financial ratios as of the dates indicated:
For the year ended December 31,
2024 2025
Liquidity ratios
Current ratio (1) (times) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.3 2.4
Note:
(1) Current ratio is calculated using current assets divided by current liabilities as of the same date.
Liquidity Ratios
Current ratio increased from 1.3 times as of December 31, 2024 to 2.4 times as of December
31, 2025, which was mainly attributable to the increase in our current assets primarily due to (i)
increase in cash and cash equivalent of RMB28.4 million, as we received investment funds from the
FINANCIAL INFORMATION
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completion of our Series B3 and C rounds of financing, (ii) increased purchases of structured
deposits during the year, and (iii) a decrease in redemption liabilities on a subsidiary’s shares of
RMB23.6 million, partially offset by (iv) an increase in trade and other payables of RMB18.7
million.
MARKET RISK DISCLOSURE
We are exposed to a variety of market risks and other financial risks, including credit risks,
liquidity risk, and foreign currency risk. Our Directors regularly review and agree on policies for
managing each of these risks. For more information, including relevant sensitivity analysis, see
Note 32 to the Accountants’ Report set out in Appendix I to this prospectus.
DIVIDEND
We did not declare or pay any dividend during the Track Record Period. We do not currently
have a formal dividend policy or a pre-determined dividend payout ratio. We currently intend to
retain all available funds and earnings, if any, to fund the development and expansion of our
business and we do not anticipate paying any cash dividends in the foreseeable future.
Investors should not purchase our H Shares with the expectation of receiving cash dividends.
Any future determination to pay dividends will be made at the discretion of our Directors and may
be based on a number of factors, including our future operations and earnings, capital requirements
and surplus, general financial condition, contractual restrictions and other factors that our Directors
may deem relevant.
Regulations in the PRC currently permit payment of dividends of a PRC company only out of
accumulated distributable after-tax profits less any recovery of accumulated losses and
appropriations to statutory and other reserves that we are required to make, as determined in
accordance with its articles of association and the accounting standards and regulations in China.
As advised by our PRC Legal Advisor, taking into account the aforesaid, we may not have sufficient
or any distributable profits to make dividend distributions to our Shareholders in a given year, in
view of our accumulated losses, or even if we become profitable, as we will only be able to declare
or pay dividends out of our distributable profits until (i) the accumulated losses are covered by our
after-tax profits, and (ii) sufficient statutory and other reserves are drawn in accordance with the
relevant laws, regulations and our constitutional documents.
As confirmed by our PRC Legal Advisor, capital reserves can be used to cover accumulated
losses in accordance with applicable PRC laws. Therefore, unless and until we have distributable
profits after covering all accumulated losses and making statutory reserve appropriations in
accordance with applicable PRC laws, we are not eligible to declare or pay dividends, in light of
our accumulated losses as disclosed in this prospectus, it is unlikely that we will be eligible to pay
dividends out of our profits in the foreseeable future.
DISTRIBUTABLE RESERVES
As of December 31, 2025, we did not have any distributable reserves.
LISTING EXPENSES
Listing expenses to be borne by us are estimated to be approximately HK$108.5 million
(including underwriting commission, at the Offer Price of HK$96.06 per H Share, which represent
8.0% of the gross proceeds from the Global Offering. The above Listing expenses comprise (i)
underwriting-related expenses, including sponsor fee and underwriting commission, of HK$72.1
million, and (ii) non-underwriting-related expenses of HK$36.4 million, including (a) the legal
advisors and the reporting accountants’ expenses of HK$21.1 million, and (b) other fees and
expenses of HK$15.3 million. During the Track Record Period, we incurred a total of RMB22.4
million (HK$25.7 million) in listing expenses, among which RMB18.4 million (HK$21.1 million)
was recognized in our consolidated statement of profit or loss, and RMB4.0 million (HK$4.6
million) was directly attributable to the issue of our Shares to the public and will be deducted from
equity upon the Listing. We estimate that we will incur additional listing expenses of approximately
RMB72.4 million (HK$82.8 million), of which approximately RMB11.1 million (HK$12.7 million)
is expected to be charged to our consolidated statements of profit or loss, and approximately
RMB61.3 million (HK$70.1 million) is directly attributable to the issue of our shares to the public
and will be deducted from equity upon the Listing. The Listing expenses above are the latest
practicable estimate for reference only, and the actual amount may differ from this estimate.
FINANCIAL INFORMATION
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UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
See “Appendix II — Unaudited Pro Forma Financial Information” for details.
NO MATERIAL ADVERSE CHANGE
Our Directors confirm that there has been no material adverse change in our financial or
trading position or prospects since December 31, 2025, and up to the date of this prospectus and
there has been no event since December 31, 2025, and up to the date of this prospectus which would
materially affect the information shown in our consolidated financial statements included in the
Accountants’ Report in Appendix I to this prospectus.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there was no circumstance that
would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
FINANCIAL INFORMATION
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FUTURE PLANS AND PROSPECTS
See “Business — Our Development Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$1,254.9 million, after deducting underwriting commissions, fees and estimated expenses
payable by us in connection with the Global Offering, and assuming an Offer Price of HK$96.06
per Share.
Assuming that the Over-allotment Option is not exercised, we currently intend to apply these
net proceeds for the following purposes in the next three to five years:
 Approximately 75.0%, or HK$941.2 million, will be used primarily for the R&D and
commercialization of our Core Product and Key Product, including:
(i) Approximately 34.0%, or HK$426.7 million, will be used for the R&D of our Core
Product LP-003, of which:
(a) approximately 6.6% or HK$82.8 million, will be used for the development of the
ongoing Phase III clinical trial for adults and planned clinical trials for adolescents
of LP-003 for seasonal AR. We initiated the Phase III clinical trial for adults in
China in July 2024 and we aim to complete the clinical trial in the second quarter
of 2026. We plan to submit a BLA to the NMPA in or before the third quarter of
2026. The phase Ib clinical trial for adolescents of LP-003 for seasonal AR is
planned to finish subject enrollment in or before the second quarter of 2026;
(b) approximately 13.2%, or HK$165.7 million, will be used for the development of
the ongoing Phase II clinical trial for adults and planned clinical trials for
adolescents of LP-003 for CSU. We initiated the Phase II clinical trial for adults
in January 2024 which is expected to complete in the second quarter of 2026. We
plan to initiate Phase III clinical trials for adults in China in or before the second
quarter of 2026;
(c) approximately 14.2%, or HK$178.2 million, will be used for the development of
the planned Phase II and Phase III clinical trials for adults and adolescents of
LP-003 for CRSwNP . We obtained IND approval from the NMPA in March 2024.
As of the Latest Practicable Date, the Phase II clinical trial for adults of CRSwNP
is ongoing.
For details of LP-003’s clinical development plan, see “Business — Our Products and Pipeline
— Our Core Product: Anti-IgE Antibody (LP-003)”.
(ii) Approximately 13.0%, or HK$163.1 million, will be used for the commercialization of
LP-003 for seasonal AR indications in China over the next three to five years, including
but not limited to collaboration with CSOs and recruitment of sales team market
research, medical promotion and marketing publicity activities. Based on the expected
approval timeline for LP-003, we plan to submit BLA to the NMPA in or before the third
quarter of 2026. Specifically:
(a) approximately 2.3%, or HK$28.9 million, will be used for commercialization-
related personnel, such as a medical advisory team, pharmacovigilance,
compliance officers, customer service, and other roles. We anticipate forming a
team of about 20 to 30 individuals comprising the said commercialization-related
personnel from the second half of 2026 to the second half of 2028;
(b) approximately 2.3%, or HK$28.9 million, will be used for packaging design and
reserve stock of inventory for commercial production and distribution;
(c) approximately 1.9%, or HK$23.8 million, will be allocated to real-life and
pharmacoeconomic studies to support medical insurance negotiations and related
decision-making;
(d) approximately 6.5%, or HK$81.6 million, will be used for academic promotion
activities and market research initiatives.
FUTURE PLANS AND USE OF PROCEEDS
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For details of LP-003’s commercialization plan and our selection criteria for CSOs, see
“Business — Commercialization”.
(iii) Approximately 28.0%, or HK$351.4 million, will be used for the R&D of our Key
Product LP-005, of which:
(a) approximately 9.0% or HK$112.9 million, will be used for the development of the
ongoing and planned Phase II and III clinical trials of LP-005 for PNH in the next
five years. We have completed Phase I clinical trial in August 2024 and are
currently conducting two Phase II clinical trials in China;
(b) approximately 9.5% or HK$119.2 million, will be used for the development of the
planned Phase II and III clinical trials of LP-005 for complement-mediated kidney
diseases in the next five years. We have completed Phase I clinical trial in August
2024 and initiated a Phase II clinical study in China;
(c) approximately 9.5% or HK$119.2 million, will be used for the development of the
planned Phase II and III clinical trials of LP-005 for other complement related
indications, including gMG, MAG-PN, ALS and periodontitis, in the next three
years. We obtained IND approval from the NMPA for gMG and MAG-PN in July
2023 and March 2024, respectively. We plan to commence Phase II clinical trials
in China in or before the fourth quarter of 2026.
For details of LP-005’s clinical development plan, see “Business — Our Products and Pipeline
— Our Key Product: C3b and C5 bi-functional antibody (LP-005)”.
 Approximately 15.0%, or HK$188.2 million, will be used for further development of our
other pre-clinical pipeline products and our R&D platforms, including:
(i) Approximately 11.8%, or HK$148.1 million, will be used for the pre-clinical studies and
clinical development of our other pipeline products, namely LP-00A, LP-00C and
LP-00D, including funding for our pre-clinical evaluation and planned Phase I and II
clinical development of these products. These products are at their pre-clinical stage and
we have not yet submitted their respective clinical research applications or commenced
pre-clinical studies. We expect to use approximately 5.9%, or HK$74.0 million, for
pre-clinical studies, including pharmacology and toxicology research, of these three
pipeline products. We expect to use approximately 5.9%, or HK$74.0 million, for
conducting Phase I clinical trials and part of Phase II clinical trials for such pipeline
products.
(ii) Approximately 3.2%, or HK$40.2 million, will be used for the further development of
our R&D platforms and exploration of new drug assets, including but not limited to costs
of raw materials, procurement of laboratory equipment and devices, and recruitment of
our R&D employees.
We will continue to focus on allergic diseases and autoimmune diseases, with support from
our core platforms as our R&D engines, namely High-Affinity Antibody Discovery Platform and
Bi-functional Antibody Development Platform. For details on our strategies on our technology
platforms, see “Business — Our Development Strategies — Continuously enhance our R&D
capabilities and enrich our pipeline based on our unique platforms.”
 Approximately 10.0%, or HK$125.5 million, will be used for working capital and other
general corporate purposes.
If the Over-allotment Option is exercised in full, the net proceeds that we will receive will be
approximately HK$1,449.2 million, assuming an Offer Price of HK$96.06 per Share. In the event
that the Over-allotment Option is exercised in full, we intend to apply the additional net proceeds
to the above purposes in the proportions stated above. To the extent that the net proceeds from the
Global Offering are not immediately used for the purposes described above and to the extent
permitted by the relevant laws and regulations, they will be placed in short-term interest-bearing
accounts at licensed commercial banks and/or other authorized financial institutions (as defined
under the Securities and Futures Ordinance or the applicable laws and regulations in other
jurisdictions). We will issue an appropriate announcement if there is any material change to the
above proposed use of proceeds.
FUTURE PLANS AND USE OF PROCEEDS
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THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone Investment
Agreement ”, and together, the “ Cornerstone Investment Agreements ”) with the cornerstone
investors set out below (each a “ Cornerstone Investor ”, and together, the “ Cornerstone
Investors ”), pursuant to which the Cornerstone Investors have agreed to, subject to certain
conditions, subscribe, or cause their designated entities to subscribe, at the Offer Price for such
number of Offer Shares (rounded down to the nearest whole board lot of 50 H Shares) that may be
purchased for an aggregate amount of US$87.0 million (or approximately HK$681.1 million,
calculated based on the exchange rate set out in the section headed “Information about this
Prospectus and the Global Offering — Exchange Rate Conversion”) (the “ Cornerstone Placing ”).
The aggregate amount of the investment contributed by the Cornerstone Investors does not include
brokerage, SFC transaction levy, AFRC transaction levy and Hong Kong Stock Exchange trading
fee which the Cornerstone Investors will pay in respect of the Offer Shares to be subscribed by
them.
Based on the Offer Price of HK$96.06 per H Share, the total number of Offer Shares
subscribed by the Cornerstone Investors would be 7,090,400 Offer Shares. The table below reflects
the shareholding percentage immediately after the completion of the Global Offering.
Assuming the Over-allotment Option
is not exercised
Assuming the Over-allotment Option
is exercised in full
Approximate % of the
Offer Shares
Approximate % of the
total issued share
capital
Approximate % of the
Offer Shares
Approximate % of the
total issued share
capital
49.96% 9.56% 43.44% 9.29%
We believe that the Cornerstone Placing demonstrates our Cornerstone Investors’ confidence
in our Company and its business prospect, and that the Cornerstone Placing will help to raise the
profile of our Company. Our Company became acquainted with each of the Cornerstone Investors
in its ordinary course of operation through the Group’s business network or through introduction by
the Overall Coordinators in the Global Offering.
The Cornerstone Placing will form part of the International Offering, and the Cornerstone
Investors and their respective close associates will not subscribe for any Offer Shares under the
Global Offering (other than pursuant to the Cornerstone Investment Agreements). The Offer Shares
to be subscribed by the Cornerstone Investors will rank pari passu in all respects with the fully paid
H Shares in issue following the Global Offering of the Company and will be counted towards the
public float of our Company under Rule 19A.13A of the Listing Rules. Immediately following the
completion of the Global Offering, the Cornerstone Investors or their close associates will not, by
virtue of their cornerstone investments, have any Board representation in our Company; and none
of the Cornerstone Investors and their close associates will become a substantial Shareholder of our
Company. Other than a guaranteed allocation of the relevant Offer Shares at the Offer Price, the
Cornerstone Investors do not have any preferential rights under each of their respective Cornerstone
Investment Agreements, as compared with other public Shareholders. There are no side
arrangements or agreements between our Company and the Cornerstone Investors or any benefit,
direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Listing,
other than a guaranteed allocation of the relevant Offer Shares at the Offer Price, following the
principles as set out in Chapter 4.15 of the Guide for New Listing Applicants.
To the best knowledge of our Company, save that TruMed Healthcare Master Fund and
TruMed Health Innovation Fund LP (collectively, “ TruMed Funds ”) are close associates of an
existing Shareholder of the Company, each of the Cornerstone Investors is (i) not accustomed to
take instructions from our Company or any of our Directors, chief executive, Controlling
Shareholders, substantial Shareholders or existing Shareholders or any of its subsidiaries or their
respective close associates in relation to the acquisition, disposal, voting or other disposition of the
Shares registered in their name or otherwise held by them; and (ii) not financed by our Company
or any of our Directors, chief executive, Controlling Shareholders, substantial Shareholders,
existing Shareholders or any of its subsidiaries or their respective close associates directly or
indirectly. To the best knowledge of our Company, each of the Cornerstone Investors and their
respective ultimate beneficial owners is an Independent Third Party. In addition, to the best
knowledge of our Company, each of the Cornerstone Investors makes independent investment
decisions.
CORNERSTONE INVESTORS
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As confirmed by each of the Cornerstone Investors, its subscription under the Cornerstone
Placing would be financed by its own internal financial resources, financial resources of its
shareholders or the assets managed for its investors (in the case of Cornerstone Investors which are
funds or investment managers) and it has sufficient funds to settle its respective investment under
the Cornerstone Placing. Each of the Cornerstone Investors has confirmed that all necessary
approvals have been obtained with respect to the Cornerstone Placing and that no specific approval
from any stock exchange (if relevant) is required for the relevant Cornerstone Placing. Save for The
Biotech Growth Trust Plc, Huatai Capital Investment Limited, Fullgoal Fund Management Co.,
Ltd., Fullgoal Asset Management (HK) Limited, V alue Partners Hong Kong Limited, V alue Partners
Limited and China Galaxy International Investment Company Limited, each of the Cornerstone
Investors and its ultimate beneficial owner are not listed on any stock exchange.
The Cornerstone Investors have agreed to fully pay for the relevant Offer Shares that they
have subscribed before dealings in the Company’s H Shares commence on the Stock Exchange.
Where delayed delivery takes place, each Cornerstone Investor that may be affected by such
delayed delivery has agreed that it shall nevertheless fully pay for the relevant Offer Shares before
the Listing. Such delayed delivery arrangement is in place to facilitate the over-allocation in the
International Offering. There will be no delayed delivery if there is no over-allocation in the
International Offering.
The total number of Offer Shares to be subscribed by the Cornerstone Investors may be
affected by reallocation of the Offer Shares between the International Offering and the Hong Kong
Public Offering. If the total demand for H shares in the Hong Kong Public Offering falls within the
circumstance as set out in the section headed “Structure of the Global Offering — The Hong Kong
Public Offering — Reallocation” in this prospectus, the Sole Sponsor-Overall Coordinator has the
absolute discretion, but not obliged, to deduct the number of Offer Shares to be subscribed by the
Cornerstone Investors on a pro rata basis in accordance with the terms of the Cornerstone
Investment Agreements to satisfy the public demands under the Hong Kong Public Offering. Details
of the actual number of Offer Shares to be allocated to the Cornerstone Investors will be disclosed
in the allotment results announcement of our Company to be published on or around Thursday, June
4, 2026.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
OrbiMed Funds
OrbiMed Genesis Master Fund, L.P . (“ OrbiMed Genesis ”) is an exempted limited partnership
incorporated in the Cayman Islands. OrbiMed Genesis GP LLC (“ Genesis GP ”) is the general
partner of OrbiMed Genesis. OrbiMed Advisors LLC (“ OrbiMed Advisors ”) is the managing
member of Genesis GP . The only two limited partners of OrbiMed Genesis are OrbiMed Genesis
Fund, L.P . and OrbiMed Genesis Fund Ltd. None of the limited partners or shareholders of OrbiMed
Genesis Fund, L.P . and OrbiMed Genesis Fund Ltd. holds 30% or more interests therein.
The Biotech Growth Trust PLC (“ BIOG ”) is a publicly listed trust organized under the laws
of England. OrbiMed Capital LLC (“ OrbiMed Capital ”) is the portfolio manager of BIOG. No
single shareholder of BIOG, directly or indirectly, owns 30% or more of the shares in BIOG.
OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a
management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, all of
whom are Independent Third Parties. The management committee has sole discretion in exercising
such voting and investment power on behalf of OrbiMed Advisors and OrbiMed Capital. OrbiMed
Advisors invests globally in the healthcare sector with investments ranging from early-stage private
companies to large multinational corporations. There is no person who has the power to replace the
members of the management committee.
TruMed Funds
TruMed Health Innovation Fund LP (“ TruMed Innovation Fund ”) is a limited partnership
incorporated in the Cayman Islands, and it is a pooled investment fund primarily investing in
healthcare equities. Its general partner is TruMed Health Innovation Fund GP Limited, which is
wholly owned by Ms. Ting Wang. No other party holds 30% or more shareholding interest in
TruMed Health Innovation Fund GP Limited. None of the limited partners holds 30% or more equity
interest in TruMed Innovation Fund.
CORNERSTONE INVESTORS
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TruMed Healthcare Master Fund (“ TruMed Master Fund ”), a limited liability company
incorporated in the Cayman Islands, is a healthcare-focused pooled investment fund managed by
TruMed Investment Management Limited as investment manager with discretionary authority.
TruMed Investment Management Limited is wholly owned by Ms. Ting Wang. Save as Ms. Ting
Wang who ultimately beneficially owns 30% or more interest in TruMed Master Fund and is an
Independent Third Party, none of the remaining investors hold 30% or more interest in TruMed
Master Fund.
Hainan Renze Zhenji V enture Capital Fund Partnership Enterprise (Limited Partnership) ( ऎ
ΥྫΆุ(Υྫ)) (“ Hainan Renze ”) is an existing Shareholder of our
Company interested in 0.30% of the total issued Shares of the Company as of the Latest Practicable
Date. The general partner of Hainan Renze is Hainan TruMed Private Fund Management
Partnership Enterprise (Limited Partnership) (၍ଣΥྫΆุ(Υྫ)), whose
general partner is Hainan TruMed Advisors Ltd. (ʮ̡), which is wholly owned
by TruMed Management. TruMed Management is ultimately wholly owned by Ms. Ting Wang.
TruMed Management is also the investment manager of TruMed Master Fund. The general partner
of TruMed Innovation Fund is TruMed Health Innovation Fund GP Limited, which is controlled by
Ms. Ting Wang. TruMed Funds are therefore under the common control of Ms. Ting Wang, and
accordingly close associates of Hainan Renze.
As TruMed Funds are close associates of an existing Shareholder of the Company, the
Company has sought, and the Stock Exchange has given, a consent under paragraph 1C(2) of
Appendix F1 to the Listing Rules to permit TruMed Funds to participate in the Global Offering as
cornerstone investors subject to certain conditions. Please refer to the sub-section headed “Waivers
from Strict Compliance with the Listing Rules and Exemption from Strict Compliance with the
Companies (Winding Up and Miscellaneous Provisions) Ordinance — Consent in Respect of
Cornerstone Investment by Close Associates of an Existing Shareholder” for details.
Huatai Capital Investment Limited and its Ultimate Clients
Huatai Capital Investment Limited (“ HTCI ”) will act as the single counterparty of a
back-to-back total return swap transaction (the “ Huatai Back-to-back TRS ”) to be entered into by
HTCI and Huatai Securities Co., Ltd. (“ Huatai Securities ”) in connection with a total return swap
transaction (the “ Huatai Client TRS ”) fully funded by the ultimate clients (the “ Ultimate
Clients ”), by which HTCI will ultimately pass the full economic return and loss of the Offer Shares
allocated to HTCI to the Ultimate Clients. HTCI will hold the Offer Shares on a non-discretionary
basis to hedge the Huatai Back-to-back TRS in connection with the Huatai Client TRS, and will pass
on the full economic return and loss of the Offer Shares ultimately to the Ultimate Clients through
the Huatai Back-to-back TRS and the Huatai Client TRS, subject to customary fees and
commissions. HTCI will not take part in any economic return or bear any economic loss in relation
to the Offer Shares, save as customary fees and commission. The Ultimate Clients may, after
expiration of the lock-up period beginning from the date of the cornerstone investment agreement
entered into among HTCI, the Company, the Sole Sponsor and the Overall Coordinators, and ending
on the date which is six months from the Listing Date, request to early terminate the Huatai Client
TRS at their own discretion. Upon the final maturity or early termination of the Huatai Client TRS
by the Ultimate Clients, HTCI will accordingly terminate the Huatai Back-to-back TRS and dispose
of the Offer Shares on the secondary market and the Ultimate Clients will receive a final settlement
amount of the Huatai Client TRS in cash in accordance with the terms and conditions of the Huatai
Back-to-back TRS and the Huatai Client TRS. It is proposed that HTCI will hold the legal title and
the voting right of the Offer Shares by itself, and pass through the full economic return and loss to
the Ultimate Clients, each being an onshore client who places a Huatai Client TRS order with
Huatai Securities in connection with the Global Offering. HTCI will not exercise the voting right
of the Offer Shares during the tenor of the Huatai Back-to-back TRS.
Each of the Ultimate Clients is an Independent Third Party of the Company, the connected
persons or associates thereof. To the best of HTCI’s knowledge after having made all reasonable
inquiries, each of the Ultimate Clients is an Independent Third Party of HTCI and the companies
which are members of the same group of HTCI.
During the life of the Huatai Back-to-back TRS and the Huatai Client TRS, HTCI may
continue to hold the Offer Shares in its custodian account, or to hold some or all of the Offer Shares
in a prime brokerage account for stock borrowing purpose, which is consistent with market practice
to lower its finance cost, provided that the economic interests are ultimately passed to the Ultimate
Clients.
CORNERSTONE INVESTORS
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HTCI is an indirectly wholly-owned subsidiary of Huatai Securities, of which its shares are
listed on the Shanghai Stock Exchange (stock code: 601688) and the Stock Exchange (stock code:
6886), and the global depositary receipts of which are listed on the London Stock Exchange (LON:
HTSC).
The Ultimate Clients are certain investment funds (“ Ultimate Clients (Gaoyi) ”) managed by
Shanghai Gaoyi Asset Management Partnership (Limited Partnership) ( ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ
(Υྫ)) (“ Shanghai Gaoyi ”) on a discretionary basis. Shanghai Gaoyi is a limited partnership
established in the PRC, which is engaged in asset management and investment management with a
primary focus on investments in secondary market. Certain investment funds managed by Shanghai
Gaoyi entered into delta-one OTC swap transactions in connection with the cornerstone investment
in Zijin Gold International Company Limited (stock code: 2259.HK), Nanjing Leads Biolabs Co.,
Ltd. (stock code: 9887.HK) and Contemporary Amperex Technology Co., Limited (stock code:
3750.HK) and bear all economic return and loss. Shanghai Gaoyi holds the Qualification of Private
Investment Fund Manager (ࣸaccredited by the Asset Management
Association of China (ุ՘ึ). The managing partner of Shanghai Gaoyi is
Shanghai Gaoyi Investment Management Co, Ltd. (ʮ̡)( “ Gaoyi
Investment ”). There is no single ultimate beneficial owner holding 30% or more interests in respect
of each of the Ultimate Clients (Gaoyi).
The Ultimate Clients also include certain investment funds (“ Ultimate Clients
(Wisdomshire) ”) managed by Wisdomshire Asset Management Co., Ltd* (ࠢ
ʮ̡)( “ Wisdomshire AM ”) on a discretionary basis. Wisdomshire AM was established in 2015 in
the PRC. The main business activity of Wisdomshire AM is asset management, and its key
investment strategy is placing emphasis on evaluating the match degree between risk and return,
and continuously selecting asset classes with risk-return ratios. Wisdomshire AM focuses on the
sectors of high-end manufacturing, new energy, new materials, health and consumption in its
investment portfolios. Mr. Du Changyong is the executive director and interested in 31.48%
shareholding in Wisdomshire AM, and no other shareholder of Wisdomshire AM controls 30% or
more shareholding in Wisdomshire AM. Save as Wuxi Del Investment Group Co., Ltd. (“ Wuxi
Del”) and its ultimate controller Zhang Xiaoxing which holds approximately 51.43% of equity
interest in Wuxi Del, Wisdomshire AM and Li Pan, each of which is interested in 30% or more
interest in the relevant investment funds managed by Wisdomshire AM participating in the
Cornerstone Placing, there is no single ultimate beneficial owner holding 30% or more interests in
respect of each of the Ultimate Clients (Wisdomshire).
Foresight Funds
Foresight Global Superior Choice SPC — Global Superior Choice Fund 1 SP (“ GSC Fund
1”), Foresight Global Superior Choice SPC — Vision Fund 1 SP (“ Vision Fund 1 ”), Foresight
Global Superior Choice SPC — Horizon Fund 1 SP (“ Horizon Fund 1 ”) and Foresight Global
Superior Choice SPC — Horizon Next Fund SP (“ Horizon Next Fund ”, together with GSC Fund
1, Vision Fund 1 and Horizon Fund 1, the “ Foresight Funds ”) are all sub funds of Foresight Global
Superior Choice SPC, which was incorporated in the Cayman Islands on October 17, 2016.
Foresight Fund Management is the investment advisor of the GSC Fund 1 and Vision Fund 1. The
Foresight Funds are currently managed in full discretion by Foresight Fund (Hong Kong) Limited
(“Foresight HK ”), a wholly owned subsidiary of Foresight Fund Management Company Limited
(“Foresight Fund Management ”). Foresight HK was incorporated in Hong Kong on April 26,
2022, and has been a licensed corporation as defined under the SFO for Type 4 (Advising on
Securities) and Type 9 (Asset management) since March 24, 2023. Foresight Fund Management is
a Shanghai-based asset management company and was founded by Mr. Chen Guangming (׼.)
Mr. Chen Guangming holds approximately 47.57% interests in Foresight Fund Management, while
no other shareholder holds 30% or more interests in Foresight Fund Management. No ultimate
beneficial owner of any limited partner or general partner holds 30% or more interests in each of
Foresight Funds.
Fullgoal Fund and Fullgoal HK
Fullgoal Fund Management Co., Ltd. (ʮ̡)( “ Fullgoal Fund ”) is a fund
management company established in China in April 1999, and is one of the first ten fund
management companies authorized by the CSRC and other regulatory authorities to obtain full
licenses to provide asset management services in the PRC. Fullgoal Fund has a registered capital
of RMB520 million and its main scope of business includes the provision of traditional fund
management services, fund raising, fund sale and asset management solutions to both domestic and
overseas clients. Fullgoal Fund is a QDII approved by the relevant PRC authority and is also the
first fund management company with foreign equity participation among the first ten fund
management companies in China. The relevant funds proposed to subscribe for the Offer Shares
CORNERSTONE INVESTORS
– 253 –


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under the management of Fullgoal Fund on a discretionary basis are open-ended publicly raised
securities investment funds registered with the CSRC (“ Fullgoal Managed Funds ”). Each of
Fullgoal Managed Funds has a wide spread of ultimate clients, none of whom holds 30% or more
interest in each of the Fullgoal Managed Funds, and each of Fullgoal Managed Funds is an
Independent Third Party.
The shareholders of Fullgoal Fund include (i) Guotai Haitong Securities Co., Ltd. ( ਷इऎஷ
ʮ̡), which is listed on the Shanghai Stock Exchange (stock code: 601211) and the
Stock Exchange (stock code: 2611), holding 27.775% in Fullgoal Fund; (ii) Shenwan Hongyuan
Securities Co., Ltd. (ʮ̡) holding 27.775% in Fullgoal Fund; (iii) Bank of
Montreal, which is listed on the Toronto Stock Exchange (stock code: BMO) and The New Y ork
Stock Exchange (stock code: BMO), holding 27.775% in Fullgoal Fund, and (iv) Shandong
Financial Asset Management Co., Ltd. (ʮ̡), holding 16.675% in
Fullgoal Fund.
Established in 2012 in Hong Kong, Fullgoal Asset Management (HK) Limited ( బ਷༟ପ၍ଣ
(ಥ)ʮ̡)( “ Fullgoal HK ”) is a wholly owned subsidiary of Fullgoal Fund. Fullgoal HK has
Type 1 (Dealing in Securities), Type 4 (Advising on Securities) and Type 9 (Asset Management)
licenses issued by the SFC. The subscription of the Offer Shares will be made by Fullgoal HK in
its capacity as the sole management shareholder or investment manager of certain funds under its
management (“ Fullgoal HK Managed Funds ”). No single ultimate beneficial owner holds 30% or
more interest in each of Fullgoal HK Managed Funds, and, to the best knowledge of Fullgoal HK,
each of Fullgoal HK Managed Funds is an Independent Third Party.
Value Partners
Each of V alue Partners Hong Kong Limited (incorporated in Hong Kong) and V alue Partners
Limited (incorporated in the British Virgin Islands) has agreed to procure certain investment funds
that it has actual discretionary investment management power over, to subscribe for relevant
number of Shares. The investment funds managed by V alue Partners Limited that will subscribe for
the Offer Shares include V alue Partners Intelligent Funds — Chinese Mainland Focus Fund, V alue
Partners Intelligent Funds — China Convergence Fund, V alue Partners China Greenchip Fund
Limited, and the investment funds managed by V alue Partners Hong Kong Limited that will
subscribe for the Offer Shares include V alue Partners Multi-Asset Fund, V alue Partners Fund Series
— V alue Partners Asian Income Fund, V alue Partners High-Dividend Stocks Fund, V alue Partners
Classic Fund, V alue Partners Funds SPC — V alue Partners China A-Share Innovation Fund SP and
V alue Partners Ireland Fund ICA V — V alue Partners Health Care Fund. Each of V alue Partners
Hong Kong Limited and V alue Partners Limited (together with other subsidiaries under V alue
Partners Group Limited (“ Value Partners ”)), acts as investment manager or investment advisor on
a discretionary basis to all the funds above. Both V alue Partners Hong Kong Limited and V alue
Partners Limited are wholly-owned subsidiaries of V alue Partners Group Limited, a company listed
on the Stock Exchange (stock code: 806). V alue Partners is a major independent Asian asset
manager. It is headquartered in Hong Kong and operates in Shanghai, Shenzhen and Singapore.
V alue Partners’ investment strategies cover equities, fixed income, multi-asset, quantitative
investment solutions and alternatives for institutional and individual clients in the Asia Pacific and
Europe. As of December 31, 2025, it has asset-under-management of approximately US$6.2 billion.
GF Securities (Hong Kong) Brokerage Limited (“ GF Securities ”), one of the Overall
Coordinators, is an indirect wholly-owned subsidiary of GF Securities Co., Ltd. (΅Ϟ
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 000776.SZ) and the Stock
Exchange (stock code: 01776.HK). Since GF Securities Co., Ltd. is interested in 20.04% of the
issued share capital of V alue Partners, it renders each of V alue Partners Hong Kong Limited and
V alue Partners Limited an associate of GF Securities. Each of V alue Partners Hong Kong Limited
and V alue Partners Limited is therefore a member of the same group of companies as GF Securities,
and considered a “connected client” of GF Securities pursuant to paragraph 1B(7) of the Appendix
F1 to the Listing Rules, holding securities on a discretionary basis on behalf of independent third
parties. The Company has sought, and the Stock Exchange has given, a consent under paragraph
1C(1) of Appendix F1 to the Listing Rules to permit each of V alue Partners Hong Kong Limited and
V alue Partners Limited to participate in the Global Offering as cornerstone investor subject to
certain conditions. Please refer to the sub-section headed “Waivers from Strict Compliance with the
Listing Rules and Exemption from Strict Compliance with the Companies (Winding Up and
Miscellaneous Provisions) Ordinance — Consent in Respect of Cornerstone Investment by
Connected Clients” for details.
CORNERSTONE INVESTORS
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GBAHIL
Mega Prime Development Limited (“ Mega Prime ”) is a company incorporated in the British
Virgin Islands with limited liability. It is an investment company with active participation in Hong
Kong IPOs as a cornerstone investor. Its investment portfolio includes, among others, GigaDevice
(stock code: 3986), Zijin Gold Intl (stock code: 2259) and Edge Medical-B (stock code: 2675).
Mega Prime is a wholly-owned subsidiary of GBA Homeland Limited, which in turn is wholly
owned by Greater Bay Area Homeland Investments Limited (“ GBAHIL ”).
Mega Prime subscribes the Offer Shares via a discretionary account in its name managed by
Greater Bay Area Development Fund Management Limited (ʮ̡)
(“GBADFML ”), a company wholly owned by GBAHIL and licensed under the SFO to conduct type
1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated
activities in Hong Kong. No single ultimate beneficial owner holds 30% or more interests in
GBADFML. GBADFML’s internal investment committee is responsible for making its investment
decisions, including without limitation, making the investment decisions for the discretionary
account of Mega Prime.
Greater Bay Area Homeland Investments Limited (“ GBAHIL ”) is a company incorporated in
Hong Kong with limited liability and is jointly owned by ten shareholders, each of which is an
Independent Third Party and holds less than 13% equity interest therein. GBAHIL’s business
encompasses investment, investment holding and the establishment or management of private
equity funds through its subsidiaries to grasp the historical opportunities of the development of
Guangdong-Hong Kong-Macao Greater Bay Area, and the construction of an international
innovation and technology hub, focusing on technological innovation, industrial upgrading, quality
of life, smart city and all other related industries.
FR M
FR M CONSULTING CO., LTD (“ FR M ”) is a company incorporated in the British Virgin
Islands with limited liability and is principally engaged in investments in the securities market. Its
investment portfolio includes investments in Hong Kong-listed companies in the healthcare and
biotechnology and mining sectors. Mr. Zhang Guofeng ( ੵ਷ቜ), an Independent Third Party, is the
ultimate beneficial owner of FR M. Mr. Zhang is primarily engaged in investment and corporate
management and has also made personal investments in among others, companies operating in the
healthcare and biotechnology industries.
Yuanfeng Future Growth Fund and CGII (in connection with the Yuanfeng OTC Swaps)
China Galaxy International Investment Company Limited (“ CGII ”) and China Galaxy
Securities Co., Ltd., which is listed on the Shanghai Stock Exchange (stock code: 601881) and the
Stock Exchange (stock code: 6881) (“ CGS”) will enter into a series of cross border delta-one OTC
equity swap transactions (collectively, the “ Yuanfeng OTC Swaps ”) with each other and Y uanfeng
Future Growth Private Equity Securities Investment Fund* (ږ)
“(Yuanfeng Future Growth Fund ”o rt h e“ Ultimate Client (Yuanfeng) ”), pursuant to which CGII
will hold the Offer Shares on a non-discretionary basis to hedge the Y uanfeng OTC Swaps while
the economic risks and returns of the underlying Offer Shares are passed to the Ultimate Client
(Y uanfeng), subject to customary fees and commissions. The Y uanfeng OTC Swaps will be fully
funded by the Ultimate Client (Y uanfeng).
During the terms of the Y uanfeng OTC Swaps, all economic returns of the Offer Shares
subscribed by CGII will be passed to the Ultimate Client (Y uanfeng) and all economic loss shall be
borne by the Ultimate Client (Y uanfeng) through the Y uanfeng OTC Swaps, and CGII will not take
part in any economic return or bear any economic loss in relation to the Offer Shares. Despite that
CGII will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights
attaching to the relevant Offer Shares during the terms of the Y uanfeng OTC Swaps according to
its internal policy. The Ultimate Client (Y uanfeng) is an Independent Third Party of our Company,
and no single ultimate beneficial owner holds 30% or more interests in the Ultimate Client
(Y uanfeng). To the best of CGII’s knowledge having made all reasonable inquiries, the Ultimate
Client (Y uanfeng) is an Independent Third Party of CGII, CGS and the companies which are
members of the same group of CGII.
The Ultimate Client (Y uanfeng) is an investment fund managed by Beijing Y uanfeng Asset
Management L.L.P .* (၍ଣΥྫΆุ(Υྫ)) (“ Beijing Yuanfeng Asset
Management ”) on a discretionary basis. No single ultimate beneficial owner holds 30% or more
interest in Beijing Y uanfeng Asset Management or the Ultimate Client (Y uanfeng).
CORNERSTONE INVESTORS
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The table below sets forth details of the Cornerstone Placing:
Cornerstone Investor
Subscription
amount
Number of
Offer
Shares (Note)
Based on the Offer Price of HK$96.06
per Offer Share
Assuming the
Over-allotment Option
is not exercised
Assuming the
Over-allotment Option
is exercised in full
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
(US$ in
million/
equivalent
US$)
OrbiMed Funds /H1118/H1118/H1118/H1118/H1118/H111818.0 1,467,050 10.34% 1.98% 8.99% 1.92%
– OrbiMed Genesis /H1118/H1118/H1118 11.9 969,900 6.84% 1.31% 5.94% 1.27%
– BIOG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186.1 497,150 3.50% 0.67% 3.05% 0.65%
TruMed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812.0 977,850 6.89% 1.32% 5.99% 1.28%
– TruMed Innovation
Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.5 692,650 4.88% 0.93% 4.24% 0.91%
– TruMed Master Fund /H1118 3.5 285,200 2.01% 0.39% 1.75% 0.37%
HTCI and its Ultimate
Clients /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820.0 1,630,050 11.48% 2.20% 9.98% 2.14%
– Ultimate Clients
(Gaoyi) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812.0 978,050 6.89% 1.32% 5.99% 1.28%
– Ultimate Clients
(Wisdomshire) /H1118/H1118/H1118/H11188.0 652,000 4.59% 0.88% 3.99% 0.86%
Foresight Funds /H1118/H1118/H1118/H1118/H1118/H111810.0 815,050 5.75% 1.09% 5.00% 1.06%
– Vision Fund 1 /H1118/H1118/H1118/H1118/H11185.8 474,650 3.34% 0.64% 2.91% 0.62%
– GSC Fund 1 /H1118/H1118/H1118/H1118/H1118/H11183.2 258,900 1.83% 0.35% 1.59% 0.34%
– Horizon Fund 1 /H1118/H1118/H1118/H11180.5 40,750 0.29% 0.05% 0.25% 0.05%
– Horizon Next Fund /H1118/H1118 0.5 40,750 0.29% 0.05% 0.25% 0.05%
Fullgoal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.0 815,000 5.74% 1.10% 4.99% 1.07%
– Fullgoal Fund /H1118/H1118/H1118/H1118/H11188.4 685,450 4.83% 0.92% 4.20% 0.90%
– Fullgoal HK /H1118/H1118/H1118/H1118/H1118/H11181.6 129,550 0.91% 0.18% 0.79% 0.17%
Value Partners /H1118/H1118/H1118/H1118/H1118/H1118/H11188.0 651,900 4.59% 0.88% 3.99% 0.86%
– V alue Partners Hong
Kong Limited /H1118/H1118/H1118/H1118/H11187.0 570,400 4.02% 0.77% 3.49% 0.75%
– V alue Partners
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.0 81,500 0.57% 0.11% 0.50% 0.11%
GBAHIL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.0 407,500 2.87% 0.55% 2.50% 0.54%
FR M /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.0 163,000 1.15% 0.22% 1.00% 0.21%
Yuanfeng Future Growth
Fund and CGII (in
connected with
Yuanfeng OTC Swaps) /H1118 2.0 163,000 1.15% 0.22% 1.00% 0.21%
TOTAL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887.0 7,090,400 49.96% 9.56% 43.44% 9.29%
Note: Assuming no other changes are made to the issued share capital of our Company between the Latest Practicable
Date and the date of exercise of Over-allotment Option. Subject to rounding down to the nearest whole board
lot of 50 Offer Shares. Calculated based on the exchange rate set out in the section headed “Information about
this Prospectus and the Global Offering — Exchange Rate Conversion”.
CORNERSTONE INVESTORS
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--- page 268 ---
CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the
respective Cornerstone Investment Agreement is subject to, among other things, the following
closing conditions:
(a) the Underwriting Agreements having been entered into and having become effective and
unconditional (in accordance with their respective original terms or as subsequently
waived or varied by agreement of the parties thereto) by no later than the time and date
as specified in the Underwriting Agreements, and neither of the Underwriting
Agreements having been terminated;
(b) the Offer Price having been agreed between our Company and the Overall Coordinators
(for itself and on behalf of the underwriters of the Global Offering);
(c) the Listing Committee having granted the approval for the listing of, and permission to
deal in, the H Shares (including the H Shares subscribed for by the Cornerstone
Investors as well as other applicable waivers and approvals) and such approvals,
permissions or waivers having not been revoked prior to the commencement of dealings
in the H Shares on the Stock Exchange;
(d) the CSRC having accepted the CSRC Filing (as defined under the respective Cornerstone
Investment Agreement) and published the filing results in respect of the CSRC Filing on
its website, and such notice of acceptance and/or filing results published not having
otherwise been rejected, withdrawn, revoked or invalidated prior to the commencement
of dealings in the H Shares on the Stock Exchange;
(e) no laws having been enacted or promulgated by any governmental authority which
prohibits the consummation of the transactions contemplated in the Global Offering or
in the respective Cornerstone Investment Agreements and no orders or injunctions from
a court of competent jurisdiction in effect precluding or prohibiting consummation of
such transactions; and
(f) the respective acknowledgements, representations, warranties, undertakings and
confirmations of relevant Cornerstone Investor under the respective Cornerstone
Investment Agreement being (as of the date of the respective Cornerstone Investment
Agreement) and remaining (as of the Listing Date and, if applicable, the delayed
delivery date under the respective Cornerstone Investment Agreement) accurate,
complete and true in all respects and not misleading and that there is no breach of the
respective Cornerstone Investment Agreement on the part of the relevant Cornerstone
Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly,
at any time during the period of six months from (and inclusive of) the Listing Date (the “ Lock-up
Period ”), dispose of, in any way, any of the Offer Shares or any interest in any company or entity
holding such Offer Shares that they have purchased pursuant to the relevant Cornerstone Investment
Agreement, save for certain limited circumstances, such as transfers to any of its wholly-owned
subsidiaries, entities under the same management or control (as the case maybe) who will be bound
by the same obligations of such Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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--- page 269 ---
HONG KONG UNDERWRITERS
Sinolink Securities (Hong Kong) Company Limited
GF Securities (Hong Kong) Brokerage Limited
ABCI Securities Company Limited
CCB International Capital Limited
Shanxi Securities International Limited
TradeGo Markets Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering. The
Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional
basis. The International Offering is expected to be fully underwritten by the International
Underwriters subject to the terms and conditions of the International Underwriting Agreement.
The Global Offering comprises the Hong Kong Public Offering of initially 1,419,350 Hong
Kong Offer Shares and the International Offering of initially 12,773,800 International Offer Shares,
subject, in each case, to reallocation on the basis as described in “Structure of the Global Offering”
in this prospectus as well as to the Over-allotment Option in the case of the International Offering.
UNDERWRITING ARRANGEMENTS
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, we are offering 1,419,350 Hong Kong
Offer Shares (subject to reallocation) for subscription by the public in Hong Kong on the terms and
subject to the conditions in this prospectus and the Hong Kong Underwriting Agreement at the Offer
Price.
Subject to (a) the Listing Committee of the Stock Exchange granting approval for the listing
of, and permission to deal in, the H Shares to be issued pursuant to the Global Offering (including
any additional H Shares which may be issued pursuant to the exercise of the Over-allotment Option)
and the H Shares to be converted from Unlisted Shares and such approval not having been
withdrawn; and (b) the conditions set out in the Hong Kong Underwriting Agreement, the Hong
Kong Underwriters have agreed, severally but not jointly, to subscribe, or procure subscribers to
subscribe, for the Hong Kong Offer Shares which are being offered but are not taken up under the
Hong Kong Public Offering on the terms and subject to the conditions set out in this prospectus and
the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on and subject to, among other things,
the International Underwriting Agreement having been signed and becoming unconditional and not
having been terminated in accordance with its terms.
Grounds for Termination
The obligations of the Hong Kong Underwriters to subscribe or procure subscribers for the
Hong Kong Offer Shares are subject to termination by notice from the Sole Sponsor-Overall
Coordinator (for itself and on behalf of the Hong Kong Underwriters), at any time prior to 8:00 a.m.
on the Listing Date if:
(i) there shall develop, occur, exist or come into effect:
(a) any new law or regulation or any change or development involving a prospective
change or any event or series of events or circumstances likely to result in a change
or a development involving a prospective change in existing laws or regulations,
or the interpretation or application thereof by any court or any competent authority
in or affecting Hong Kong, the PRC, the United States, the United Kingdom, the
European Union (or any member thereof), Japan, Singapore, or other jurisdictions
relevant to the Group or the Global Offering (each a “ Relevant Jurisdiction ” and
collectively, the “ Relevant Jurisdictions ”); or
(b) any change or development involving a prospective change, or any event or series
of events or circumstances likely to result in a change or prospective change, in
any local, national, regional or international financial, political, military,
industrial, economic, fiscal, legal, regulatory, currency, credit or market conditions
or sentiments, taxation, equity securities or currency exchange rate or controls or
any monetary or trading settlement system, or foreign investment regulations
(including, without limitation, a devaluation of the Hong Kong dollar, United
UNDERWRITING
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--- page 270 ---
States dollar or Renminbi against any foreign currencies, a change in the system
under which the value of the Hong Kong dollar is linked to that of the United States
dollar or the Renminbi is linked to any foreign currency or currencies) or other
financial markets (including, without limitation, conditions and sentiments in stock
and bond markets, money and foreign exchange markets, the inter-bank markets
and credit markets) in or affecting any of the Relevant Jurisdictions, or affecting
an investment in the Offer Shares; or
(c) any events or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a regional,
national or international emergency or war, calamity, crisis, economic sanctions,
strikes, labor disputes, other industrial actions, lock-outs, fire, explosion, flooding,
tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public
disorder, paralysis in government operations, acts of war, epidemic, pandemic,
outbreak or escalation, mutation or aggravation of diseases, accident or
interruption or delay in transportation, local, national, regional or international
outbreak or escalation of hostilities (whether or not war is or has been declared),
acts of God or acts of terrorism (whether or not responsibility has been claimed)
in or affecting any of the Relevant Jurisdictions; or
(d) the imposition and declaration of any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any minimum
or maximum price limit or price range) on (i) trading in shares or securities
generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen
Stock Exchange, the New Y ork Stock Exchange, the NASDAQ Global Market or
the London Stock Exchange; or (ii) the trading in any securities of the Company
listed or quoted on a stock exchange or an over-the-counter market; or
(e) the imposition and declaration of any general moratorium on banking activities in
or affecting any of the Relevant Jurisdictions or any disruption in commercial
banking or foreign exchange trading or securities settlement or clearance services,
procedures or matters in or affecting any of the Relevant Jurisdictions; or
(f) other than with the prior written consent of the Sole Sponsor-Overall Coordinator
(such consent shall not be unreasonably withheld or delayed), the issue or
requirement to issue by our Company of a supplement or amendment to this
prospectus or other documents in connection with the offer and sale of the Offer
Shares pursuant to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance or the Listing Rules or upon any requirement or request of the Stock
Exchange and/or the SFC; or
(g) the commencement by any authority or other regulatory or political body or
organization of any public action or investigation against a member of the Group
or a director or a senior management member of any member of the Group or
announcing an intention to take any such action; or
(h) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any member of the Group or any of the Controlling Shareholders or
by or on any Relevant Jurisdiction, or the withdrawal of trading privileges which
existed on the date of the Hong Kong Underwriting Agreement, in whatever form,
directly or indirectly, by, or for, any Relevant Jurisdiction; or
(i) any valid demand by creditors for payment or repayment of indebtedness of any
member of our Group or in respect of which any member of our Group is liable
prior to its stated maturity; or
(j) any non-compliance of this prospectus (or any other documents used in connection
with the contemplated offering, allotment, issue, subscription or sale of any of the
Offer Shares), the CSRC Filings or any aspect of the Global Offering with the
Listing Rules or any other applicable laws; or
(k) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of our Group or any Controlling Shareholder or any Director or any senior
management members as named in this prospectus; or
(l) any contravention by any member of our Group or any Director of the Listing
Rules or application laws; or
UNDERWRITING
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--- page 271 ---
(m) any change or prospective change, or a materialization of, any of the risks set out
in the section headed “Risk Factors” in this prospectus,
which, in any such case individually or in the aggregate, in the sole and absolute opinion
of the Sole Sponsor and the Sole Sponsor-Overall Coordinator (for itself and on behalf
of the Hong Kong Underwriters):
(A) has or will or may have a material adverse effect, whether directly or indirectly, on
the assets, liabilities, business, general affairs, management, prospects,
shareholders’ equity, profits, losses, results of operations, position or condition,
financial or otherwise, or performance of the Company or the Group as a whole;
or
(B) has or will or may have a material adverse effect on the success of the Global
Offering or the level of applications under the Hong Kong Public Offering or the
level of indications of interest under the International Offering; or
(C) makes or will make or may make it impracticable, inadvisable, inexpedient or
incapable for any material part of the Hong Kong Underwriting Agreement, the
Hong Kong Public Offering or the Global Offering to be performed or
implemented as envisaged, or for the Hong Kong Public Offering and/or the Global
Offering to proceed, or to market the Global Offering, or the delivery or
distribution of the Offer Shares on the terms and in the manner contemplated by
this prospectus, the formal notice, the post hearing information pack, the disclosure
package, the preliminary offering circular, the offering circular and any other
announcement, document, materials, communications or information made, issued,
given, released, arising out of or used in connection with or in relation to the
contemplated offering and sale of the Offer Shares or otherwise in connection with
the Global Offering, including, without limitation, any investor presentation
materials relating to the Offer Shares and, in each case, all amendments or
supplements thereto (the “ Offering Documents ”); or
(D) has or will or may have the effect of making any part of the Hong Kong
Underwriting Agreement (including underwriting) incapable of performance in
accordance with its terms or preventing the processing of applications and/or
payments pursuant to the Global Offering or pursuant to the underwriting thereof;
or
(ii) there has come to the notice of the Sole Sponsor and the Sole Sponsor-Overall
Coordinator (for itself and on behalf of the Hong Kong Underwriters) that:
(a) any statement contained in any of the Offering Documents, the CSRC Filings
and/or any notices, announcements, advertisements, communications or other
documents issued or used by or on behalf of the Company in connection with the
Hong Kong Public Offering (including any supplement or amendment thereto) (the
“Global Offering Documents ”) was, when it was issued, or has become untrue,
incorrect, inaccurate in any material respect or misleading; or that any estimate,
forecast, expression of opinion, intention or expectation contained in any such
documents, was, when it was issued, or has become unfair or misleading in any
respect or based on untrue, dishonest or unreasonable assumptions or given in bad
faith; or
(b) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(c) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the representations, warranties and undertakings
given by our Company and our Controlling Shareholders in the Hong Kong
Underwriting Agreement or the International Underwriting Agreement; or
(d) any event, act or omission which gives rise or is likely to give rise to any liability
of any of the indemnifying parties pursuant to the indemnities in the Hong Kong
Underwriting Agreement; or
(e) any breach of any of the obligations or undertakings imposed upon the Company
or any member of our Controlling Shareholders to the Hong Kong Underwriting
Agreement or the International Underwriting Agreement; or
UNDERWRITING
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--- page 272 ---
(f) there is any change or development involving a prospective change, constituting or
having a material adverse effect or any development involving a prospective
material adverse effect on profits, losses, result of operations, assets, liabilities,
general affairs, business, management, performance, prospects, shareholders’
equity, position or condition (financial, trading or otherwise) of our Group, taken
as a whole; or
(g) the chairman of the Board, any Director or any member of senior management of
the Company named in this prospectus seeks to retire, or is removed from office
or vacating his/her office; or
(h) any Director or any member of senior management of the Company named in this
prospectus is being charged with an indictable offence or prohibited by operation
of law or otherwise disqualified from taking part in the management or taking
directorship of a company; or
(i) our Company withdraws this prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to the
Global Offering) or the Global Offering; or
(j) that the approval by the Listing Committee of the listing of, and permission to deal
in, the H Shares in issue and to be issued pursuant to the Global Offering
(including pursuant to any exercise of the Over-allotment Option) is refused or not
granted, other than subject to customary conditions, on or before the Listing Date,
or if granted, the approval is subsequently withdrawn, cancelled, qualified (other
than by customary conditions), revoked or withheld; or
(k) any person (other than the Sole Sponsor) has withdrawn its consent to the issue of
this prospectus with the inclusion of its reports, letters and/or legal opinions (as the
case may be) and references to its name included in the form and context in which
it respectively appears; or
(l) any prohibition on our Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares pursuant to the terms of the Global
Offering; or
(m) an order or petition is presented for the winding-up or liquidation of any member
of our Group, or any member of the Group makes any composition or arrangement
with its creditors or enters into a scheme of arrangement or any resolution is passed
for the winding-up of any member of our Group or a provisional liquidator,
receiver or manager is appointed over all or part of the assets or undertaking of any
member of our Group or anything analogous thereto occurring in respect of any
member of our Group; or
(n) (A) the notice of acceptance of the CSRC Filings issued by the CSRC and/or the
results of the CSRC Filings published on the website of the CSRC is rejected,
withdrawn, revoked or invalidated; or (B) other than with the prior written consent
of the Sole Sponsor-Overall Coordinator (such consent shall not be unreasonably
withheld or delayed), the issue or requirement to issue by the Company of a
supplement or amendment to the CSRC Filings pursuant to the CSRC Rules or
upon any requirement or request of the CSRC; or (C) any non-compliance of the
CSRC Filings with the CSRC Rules or any other applicable laws; or
(o) that a material portion of the orders placed or confirmed in the bookbuilding
process have been withdrawn, terminated or cancelled, or with respect to which the
payment of the relevant orders and/or investment commitment has not been
received or settled in the stipulated time and manner or otherwise.
Undertakings to the Stock Exchange pursuant to the Listing Rules
Undertakings by our Company
Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock
Exchange that, within six months from the Listing Date, no further Shares or securities convertible
into equity securities of our Company (whether or not of a class already listed) shall be issued or
sold or transferred out of treasury by our Company or form the subject of any agreement to such
an issue, or sale or transfer out of treasury (whether or not such issue of Shares or securities, or sale
UNDERWRITING
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--- page 273 ---
or transfer of treasury shares of our Company will be completed within six months from the Listing
Date), except pursuant to the Global Offering (including the Over-allotment Option) or under any
of the circumstances provided under Rule 10.08 of the Listing Rules.
Undertakings by our Controlling Shareholders
Pursuant to Rule 10.07(1) of the Listing Rules, each of our Controlling Shareholders has
undertaken to the Stock Exchange and us that, except pursuant to the Global Offering (including the
Over-allotment Option), he/she/it shall not and shall procure that the relevant registered holder(s)
of Shares shall not, without the prior written consent of the Stock Exchange or unless otherwise in
compliance with the requirements of the Listing Rules:
(a) in the period commencing on the date by reference to which disclosure of his/her/its
shareholding is made in this prospectus and ending on the date which is six months from
the Listing Date (the “ First Six-Month Period ”), dispose of, nor enter into any
agreement to dispose of or otherwise create any options, rights, interests or
encumbrances in respect of, any of those securities of our Company in respect of which
he/she/it is shown by this prospectus to be the beneficial owner(s) (as defined in Rule
10.07(2) of the Listing Rules) (the “ Relevant Securities ”); and
(b) in the period of six months commencing on the date on which the First Six-Month Period
expires, dispose of, nor enter into any agreement to dispose of or otherwise create any
options, rights, interests or encumbrances in respect of any of the Relevant Securities if,
immediately following such disposal or upon the exercise or enforcement of such
options, rights, interests or encumbrances, he/she/it would cease to be a Controlling
Shareholder.
Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each of our Controlling Shareholders
has also undertaken to the Stock Exchange and us that, within the period commencing on the date
by reference to which disclosure of his/her/its shareholding is made in this prospectus and ending
on the date which is 12 months from the Listing Date, he/she/it will:
(a) when he/she/it pledges or charges any Relevant Securities beneficially owned by
him/her/it in favor of an authorized institution (as defined in the Banking Ordinance
(Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan pursuant to
Note 2 to Rule 10.07(2) of the Listing Rules, immediately inform us of such pledge or
charge together with the number of the Relevant Securities so pledged or charged; and
(b) when he/she/it receives any indications, either verbal or written, from any such pledgee
or chargee that any of the pledged or charged Relevant Securities will be disposed of,
immediately inform our Company of such indications.
Under Note 3 to Rule 10.07(2) of the Listing Rules, our Company is required to inform the
Stock Exchange as soon as we have been informed of the above matters (if any) by any of our
Controlling Shareholders and disclose such matters in accordance with the publication requirement
under the Listing Rules.
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Our Company undertakes to each of the Sole Sponsor, the Sole Sponsor-Overall Coordinator,
the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Hong Kong Underwriters and the Capital Market Intermediaries, that except pursuant
to the Global Offering (including pursuant to the Over-allotment Option), at any time after the date
of the Hong Kong Underwriting Agreement up to and including the date falling six months after the
Listing Date (the “ First Six Month Period ”), our Company will not, without the prior written
consent of the Sole Sponsor and the Sole Sponsor-Overall Coordinator (for itself and on behalf of
the Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules:
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to
allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose
of or create an encumbrance over, or agree to transfer or dispose of or create an
encumbrance over, either directly or indirectly, conditionally or unconditionally, or
repurchase, any legal or beneficial interest in the share capital or any other securities of
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our Company or any interest in any of the foregoing (including, but not limited to, any
securities convertible into or exchangeable or exercisable for or that represent the right
to receive, or any warrants or other rights to purchase any share capital or other
securities of our Company, as applicable), or deposit any share capital or other securities
of the Company, as applicable, with a depositary in connection with the issue of
depositary receipts; or
(b) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership (legal or beneficial) of the Shares or
any other securities of our Company, or any interest in any of the foregoing (including,
without limitation, any securities convertible into or exchangeable or exercisable for or
that represent the right to receive, or any warrants or other rights to purchase, any
Shares); or
(c) enter into any transaction with the same economic effect as any transaction specified in
(a) or (b) above; or
(d) offer to or agree to do any of the foregoing specified in (a), (b), or (c) or announce any
intention to do so,
in each case, whether any of the foregoing transactions is to be settled by delivery of share
capital or such other securities in cash or otherwise (whether or not the issue of such share
capital or other securities will be completed within the First Six-Month Period).
Our Company further agrees that, in the event that our Company is allowed to enter into any
of the transactions described in (a), (b) or (c) above or offers to or agrees to or announces any
intention to effect any such transaction during the period of six months commencing on the date on
which the First Six Month Period expires (the “ Second Six Month Period ”), it will take all
reasonable steps to ensure that such an issue or disposal will not, and no other act of the Company
will, create a disorderly or false market for any Shares or other securities of our Company. The
Controlling Shareholders undertake to each of the Sole Sponsor, the Sole Sponsor-Overall
Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the
Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries to
procure our Company to comply with the undertakings above.
Undertakings by our Controlling Shareholders
Each of our Controlling Shareholders has undertaken to each of our Company, the Sole
Sponsor, the Sole Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the
Capital Market Intermediaries that, without the prior written consent of the Sole Sponsor and the
Sole Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters) and
unless in compliance with the requirements of the Listing Rules:
(a) he/she/it will not, and will procure that the relevant registered holder(s), any nominee or
trustee holding on trust for him/her/it and the companies controlled by him/her/it will
not, at any time during the First Six-Month Period:
(i) sell, offer to sell, accept subscription for, contract or agree to allot, issue or sell,
mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant,
contract or right to purchase, grant or purchase any option, warrant, contract or
right to sell, or otherwise transfer or dispose of or create an encumbrance over, or
agree to transfer or dispose of or create an encumbrance over, either directly or
indirectly, conditionally or unconditionally, any Shares or other securities of our
Company or any interest therein (including, without limitation, any securities
convertible into or exchangeable or exercisable for or that represent the right to
receive, or any warrants or other rights to purchase, any Shares or any such other
securities, as applicable or any interest in any of the foregoing), or deposit any
Shares or other securities of our Company with a depositary in connection with the
issue of depositary receipts; or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership (legal or beneficial) of any
Shares or other securities of our Company or any interest therein (including,
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without limitation, any securities convertible into or exchangeable or exercisable
for or that represent the right to receive, or any warrants or other rights to
purchase, any Shares or any such other securities, as applicable or any interest in
any of the foregoing); or
(iii) enter into any transaction with the same economic effect as any transaction
specified in (i) or (ii) above; or
(iv) offer to or agree to or announce any intention to effect any transaction specified in
(i), (ii) or (iii) above, in each case, whether any of the transactions specified in (i),
(ii) or (iii) above is to be settled by delivery of Shares or other securities of our
Company or in cash or otherwise, and whether or not the transactions will be
completed within the First Six-Month Period);
(b) he/she/it will not, during the Second Six-Month Period, enter into any of the transactions
specified in (i), (ii) or (iii) above or offer to or agree to contract to or publishing
announce any intention to effect any such transaction if, immediately following any sale,
transfer or disposal or upon the exercise or enforcement of any option, right, interest or
encumbrance pursuant to such transaction, it will cease to be a Controlling Shareholder
of our Company or would together with the other Controlling Shareholders cease to be
Controlling Shareholders of our Company; and
(c) until the expiry of the Second Six-Month Period, in the event that it enters into any of
the transactions specified in (i), (ii) or (iii) above or offers to or agrees to or contract to
or publicly announce any intention to effect any such transaction, he/she/it will take all
reasonable steps to ensure that such a disposal will not create a disorderly or false market
in the securities of our Company.
Indemnity
We and our Controlling Shareholders have agreed to indemnify, among others, the Sole
Sponsor, the Sole Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the
Capital Market Intermediaries for certain losses which they may suffer, including, among others,
losses arising from the performance of their obligations under the Hong Kong Underwriting
Agreement and any breach or alleged breach by our Company or the covenantors of the Hong Kong
Underwriting Agreement, as the case may be.
INTERNATIONAL OFFERING
International Underwriting Agreement
In connection with the International Offering, it is expected that our Company will enter into
the International Underwriting Agreement with, among others, the Sole Sponsor, the Overall
Coordinators and the International Underwriters. Under the International Underwriting Agreement,
subject to the conditions set forth therein, the International Underwriters would severally and not
jointly agree to purchase, or procure purchasers to purchase, the Offer Shares being offered pursuant
to the International Offering (subject to, among others, any reallocation between the International
Offering and the Hong Kong Public Offering). It is expected that the International Underwriting
Agreement may be terminated on similar grounds as the Hong Kong Underwriting Agreement.
Potential investors are reminded that in the event that the International Underwriting Agreement is
not entered into, the Global Offering will not proceed.
It is expected that each of our Controlling Shareholders will undertake to the International
Underwriters not to dispose of, or enter into any agreement to dispose of, or otherwise create any
options, rights, interest or encumbrances in respect of any of the Shares held by them in our
Company for a period similar to such undertakings given by them pursuant to the Hong Kong
Underwriting Agreement, which is described in “— Underwriting Arrangements — Undertakings
pursuant to the Hong Kong Underwriting Agreement — Undertakings by our Controlling
Shareholders” above.
Over-allotment Option
Our Company expects to grant to the International Underwriters the Over-allotment Option,
exercisable in whole or in part by the Sole Sponsor-Overall Coordinator at its sole and absolute
discretion (for itself and on behalf of the International Underwriters) at any time from the Listing
Date until 30 days after the last day for the lodging of applications under the Hong Kong Public
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Offering, to require our Company to issue and allot, up to an aggregate of 2,128,950 H Shares,
representing approximately 15% of the initial Offer Shares, at the Offer Price under the
International Offering, to cover over-allocations in the International Offering, if any.
UNDERWRITING COMMISSIONS AND LISTING EXPENSES
The Underwriters and the Capital Market Intermediaries will receive an underwriting
commission equal to 3.0% of the aggregate Offer Price payable for the Offer Shares (the “ Fixed
Fees ”). Our Company may, at our sole discretion, pay to one or more Underwriters or Capital
Market Intermediaries an incentive fee of up to 2.0% of the Offer Price payable for the Offer Shares
(the “ Discretionary Fees ”). As of the date of this prospectus, the allocation of a portion of the Fixed
Fees remains subject to the Company’s discretion. According to the Listing Rules, any unallocated
portion of the Fixed Fees will be regarded as discretionary fees. Accordingly, assuming the
Discretionary Fees will be paid in full, the ratio of the Fixed Fees and Discretionary Fees (as
classified under and for the purpose of Rule 3A.34 of the Listing Rules) payable by the Company
to all Underwriters and Capital Market Intermediaries (both before and after the exercise of the
Over-allotment Option, if any) is expected to be 57:43.
The aggregate commissions and fees, together with Stock Exchange listing fees, SFC
transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565%, AFRC transaction levy of
0.00015%, legal and other professional fees and printing and all other expenses relating to the
Global Offering, which are currently estimated to amount in aggregate to approximately HK$108.5
million (assuming the Over-allotment Option is not exercised and based on an Offer Price of
HK$96.06 per Offer Share), are payable and borne by our Company.
INDEPENDENCE OF THE SOLE SPONSOR
The Sole Sponsor satisfies the independence criteria applicable to sponsors set out in Rule
3A.07 of the Listing Rules.
UNDERWRITERS’ INTERESTS IN OUR COMPANY
The Underwriters will receive an underwriting commission. Particulars of these underwriting
commission and expenses are set out in “— Underwriting Commissions and Listing Expenses”
above. Save for the obligations under the Underwriting Agreements and as disclosed in this
prospectus, none of the Underwriters have any shareholding or beneficial interests in any member
of our Group or has any right or option (whether legally enforceable or not) to subscribe for or
purchase or to nominate persons to subscribe for or purchase securities in any member of our Group.
Following the completion of the Global Offering, the Underwriters and their affiliated companies
may hold a certain portion of the H Shares as a result of fulfilling their obligations under the
Underwriting Agreements.
ACTIVITIES BY SYNDICATE MEMBERS
The Underwriters, the Capital Market Intermediaries (together, the “ Syndicate Members ”)
and their affiliates may each individually undertake a variety of activities (as further described
below) which do not form part of the underwriting or stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of commercial
and investment banking, brokerage, funds management, trading, hedging, investing and other
activities for their own account and for the account of others. In the ordinary course of their
business activities, the Syndicate Members and their respective affiliates may purchase, sell or hold
a broad array of investments and actively trade securities, derivatives, loans, commodities,
currencies, credit default swaps and other financial instruments for their own account and for the
accounts of their customers. These investment and trading activities may involve or relate to our
assets, securities and/or instruments and/or persons and entities with relationships with us and may
also include swaps and other financial instruments entered into for hedging purposes in connection
with our loans and other debt.
In relation to our H Shares, those activities could include acting as agent for buyers and sellers
of our H Shares, entering into transactions with those buyers and sellers in a principal capacity,
including as a lender to initial purchasers of our H Shares (whose financing may be secured by our
H Shares) in the Global Offering, proprietary trading in our H Shares, and entering into over the
counter or listed derivative transactions or listed and unlisted securities transactions (including
issuing securities such as derivative warrants listed on a stock exchange) which have as their
underlying assets, assets including our H Shares. Such transactions may be carried out as bilateral
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agreements or trades with selected counterparties. Those activities may require hedging activity by
those entities involving, directly or indirectly, the buying and selling of our H Shares, which may
have a negative impact on the trading price of our H Shares. All such activity could occur in Hong
Kong and elsewhere in the world and may result in the Syndicate Members and their affiliates
holding long and/or short positions in our H Shares, in baskets of securities or indices including our
H Shares, in units of funds that may purchase our H Shares, or in derivatives related to any of the
foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities having
our H Shares as their underlying securities, whether on the Stock Exchange or on any other stock
exchange, the rules of the exchange may require the issuer of those securities (or one of its affiliates
or agents) to act as a market maker or liquidity provider in the security, and this will also result in
hedging activity in our H Shares in most cases.
All these activities may occur both during and after the end of the stabilizing period described
in the section headed “Structure of the Global Offering”. Such activities may affect the market price
or value of our H Shares, the liquidity or trading volume in our H Shares and the volatility of the
price of our H Shares, and the extent to which this occurs from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members will
be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager or its affiliates or any person
acting for it) must not, in connection with the distribution of the Offer Shares, effect any
transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer Shares), whether in the open market or otherwise, with
a view to stabilizing or maintaining the market price of any of the Offer Shares at levels
other than those which might otherwise prevail in the open market; and
(b) the Syndicate Members must comply with all applicable laws and regulations, including
the market misconduct provisions of the SFO, including the provisions prohibiting
insider dealing, false trading, price rigging and stock market manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time to
time, and expect to provide in the future, investment banking and other services to our Company
and our affiliates for which such Syndicate Members or their respective affiliates have received or
will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
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THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part of the
Global Offering. The Global Offering comprises of:
(a) the Hong Kong Public Offering of initially 1,419,350 H Shares (subject to reallocation)
in Hong Kong as described below in “— The Hong Kong Public Offering;” and
(b) the International Offering of initially 12,773,800 H Shares (subject to reallocation and
the Over-allotment Option) outside the United States in offshore transactions in reliance
on Regulation S as described below in “— The International Offering”.
Investors may apply for the Hong Kong Offer Shares under the Hong Kong Public Offering,
or, if qualified to do so, apply for or indicate an interest in the International Offering Shares under
the International Offering, but may not do both.
The Offer Shares will represent approximately 19.1% of the total Shares in issue immediately
after completion of the Global Offering, assuming the Over-allotment Option is not exercised. If the
Over-allotment Option is exercised in full, the Offer Shares will represent approximately 21.4% of
the enlarged total Shares in issue immediately after completion of the Global Offering and the
exercise of the Over-allotment Option as set out in “— The International Offering — Over-
allotment Option” below.
The number of Offer Shares to be offered under the Hong Kong Public Offering and the
International Offering may be subject to reallocation as described in the paragraph headed “— The
Hong Kong Public Offering — Reallocation” below.
THE HONG KONG PUBLIC OFFERING
Number of H shares Initially Offered
We are initially offering 1,419,350 H Shares, representing approximately 10.0% of the total
number of Offer Shares initially available under the Global Offering, at the Offer Price for
subscription by the public in Hong Kong. Subject to the reallocation of the Offer Shares between
(1) the International Offering, and (2) the Hong Kong Public Offering, the Hong Kong Offer Shares
will represent approximately 1.9% of our Company’s total Shares in issue immediately after
completion of the Global Offering (assuming the Over-allotment Option is not exercised).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as
to institutional and professional investors. Professional investors generally include brokers, dealers
and companies (including fund managers) whose ordinary business involves dealing in shares and
other securities, and corporate entities which regularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions as set out in “—
Conditions of the Global Offering” below.
Allocation
Allocation of the Offer Shares to investors under the Hong Kong Public Offering will be based
solely on the level of valid applications received under the Hong Kong Public Offering. The basis
of allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for
by applicants. Such allocation could, where appropriate, consist of balloting, which would mean
that some applicants may receive a higher allocation than others who have applied for the same
number of Hong Kong Offer Shares, and those applicants who are not successful in the ballot may
not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of the Offer Shares initially available under the
Hong Kong Public Offering (after taking account of any reallocation in the number of Offer Shares
allocated between the Hong Kong Public Offering and the International Offering referred to below)
will be divided into two pools (with any odd board lots being allocated to pool A): pool A and pool
B.
The Hong Kong Offer Shares in pool A will be allocated on an equitable basis to valid
applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price of
HK$5 million (excluding the brokerage, the SFC transaction levy, the AFRC transaction levy and
the Stock Exchange trading fee payable) or less. The Hong Kong Offer Shares in pool B will be
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allocated on an equitable basis to valid applicants who have applied for Hong Kong Offer Shares
with an aggregate subscription price of more than HK$5 million (excluding the brokerage, the SFC
transaction levy, the AFRC transaction levy and the Stock Exchange trading fee payable) and up to
the total value in pool B.
Applicants should be aware that applications in pool A and applications in pool B may receive
different allocation ratios. If Hong Kong Offer Shares in one (but not both) of the two pools are
undersubscribed, the surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy
demand in that other pool and be allocated accordingly. Applicants can only receive an allocation
of Hong Kong Offer Shares from either pool A or pool B, but not from both pools. Multiple or
suspected multiple applications and any application for more than 709,650 Hong Kong Offer Shares
(being approximately 50% of the 1,419,350 Offer Shares initially available under the Hong Kong
Public Offering) will be rejected.
Reallocation
The Offer Shares to be offered under the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the discretion
of the Sole Sponsor-Overall Coordinator. Subject to the allocation cap described in the subsequent
paragraph, the Sole Sponsor-Overall Coordinator may in its discretion reallocate Offer Shares from
the International Offering to the Hong Kong Public Offering to satisfy valid applications under the
Hong Kong Public Offering. In addition, if the Hong Kong Public Offering is not fully subscribed,
the Sole Sponsor-Overall Coordinator will have the discretion (but shall not be under any
obligation) to reallocate to the International Offering all or any unsubscribed Hong Kong Offer
Shares in such amounts as it deems appropriate.
In each case, the additional Offer Shares reallocate to the Hong Kong Public Offering will be
allocated between Pool A and Pool B and the number of Offer Shares allocated to the International
Offering will be correspondingly reduced in such manner as the Sole Sponsor-Overall Coordinator
deems appropriate. In the event of reallocation of Offer Shares between the International Offering
and the Hong Kong Public Offering in the circumstances where (a) if the International Offer Shares
are undersubscribed and if the Hong Kong Offer Shares are fully subscribed or oversubscribed
irrespective of the number of times, or (b) if the International Offer Shares are fully subscribed or
oversubscribed, and if the Hong Kong Offer Shares are fully subscribed or oversubscribed
irrespective of the number of times, then up to 709,600 Offer Shares may be reallocated to the Hong
Kong Public Offering from the International Offering, so that the total number of the Offer Share
available under the Hong Kong Public Offering will be increased to 2,128,950 Offer Shares,
representing approximately 15% of the number of the Offer Shares initially available under the
Global Offering (before any exercise of the Over-allotment Option) in accordance with Chapter
4.14 of the Guide for New Listing Applicants.
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows the provision of paragraph 4.2(b) of Practice Note 18 of the Listing
Rules, no mandatory clawback or reallocation mechanism is required to increase the number of
Offer Shares under the Hong Kong Public Offering to a certain percentage of the total number of
Offer Shares offered under the Global Offering.
Applications
Each applicant under the Hong Kong Public Offering will also be required to give an
undertaking and confirmation in the application submitted by him/her/it that he/she/it and any
person(s) for whose benefit he/she/it is making the application has not applied for or taken up, or
indicated an interest in, and will not apply for or take up, or indicate an interest in, any International
Offer Shares under the International Offering, and such applicant’s application under the
International Offering is liable to be rejected if the said undertaking and/or confirmation is breached
and/or untrue (as the case may be).
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Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the Offer Price of HK$96.06 per Offer Share in addition to the
brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy payable on
each Offer Share. Further details are set out in “How to Apply for Hong Kong Offer Shares”.
References in this prospectus to applications, application monies or the procedure for
application relate solely to the Hong Kong Public Offering.
THE INTERNATIONAL OFFERING
Number of Offer Shares Offered
Subject to the reallocation as described above, the number of Offer Shares to be initially
offered under the International Offering will be 12,773,800, representing approximately 90% of the
total number of Offer Shares initially available under the Global Offering. The International
Offering is expected to be fully underwritten by the International Underwriters subject to the terms
and conditions of the International Underwriting Agreement, and is subject to the Hong Kong Public
Offering becoming unconditional.
Allocation
The International Offering will include selective marketing of Offer Shares to institutional and
professional investors and other investors anticipated to have a sizeable demand for such Offer
Shares in Hong Kong and other jurisdictions outside the United States in offshore transactions in
reliance on Regulation S. Professional investors generally include brokers, dealers, companies
(including fund managers) whose ordinary business involves dealing in shares and other securities
and corporate entities which regularly invest in shares and other securities. The International
Offering is subject to the Hong Kong Public Offering being unconditional.
Allocation of Offer Shares pursuant to the International Offering will be effected in
accordance with the “book-building” process described in “— Pricing and Allocation” below and
based on a number of factors, including the level and timing of demand, total size of the relevant
investor’s invested assets or equity assets in the relevant sector and whether or not it is expected
that the relevant investor is likely to hold or sell the Offer Shares after the Listing. Such allocation
is intended to result in a distribution of the Offer Shares on a basis which would lead to the
establishment of a solid shareholder base to the benefit of our Company and our Shareholders as
a whole.
The Sole Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) may
require any investor who has been offered the Offer Shares under the International Offering and
who has made an application under the Hong Kong Public Offering, to provide sufficient
information to the Sole Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters)
so as to allow it to identify the relevant applications under the Hong Kong Public Offering and to
ensure that they are excluded from any application of the Offer Shares under the International
Offering.
Reallocation
The total number of Offer Shares to be issued pursuant to the International Offering may
change as a result of the exercise of the Over-allotment Option in whole or in part described in the
paragraph headed “— Over-allotment Option” below and the reallocation arrangement described in
“— The Hong Kong Public Offering — Reallocation” above, and any reallocation of unsubscribed
Offer Shares originally included in the Hong Kong Public Offering and/or any Offer Shares from
the International Offering to the Hong Kong Public Offering at the discretion of the Sole
Sponsor-Overall Coordinator.
Over-allotment Option
In connection with the Global Offering, our Company is expected to grant the Over-allotment
Option to the International Underwriters exercisable by the Sole Sponsor-Overall Coordinator on
behalf of the International Underwriters. Pursuant to the Over-allotment Option, the International
Underwriters have the right, exercisable by the Sole Sponsor-Overall Coordinator (on behalf of the
International Underwriters) at any time from the Listing Date until 30 days after the last date for
the lodging of applications under the Hong Kong Public Offering, to require our Company to issue
and allot up to an aggregate of 2,128,950 additional Offer Shares, representing approximately 15%
of the Offer Shares initially available under the Global Offering, at the same price per Offer Share
under the International Offering to cover over-allocations in the International Offering, if any. If the
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Over-allotment Option is exercised in full, the Offer Shares will represent approximately 21.4% of
the total Shares in issue immediately following the completion of the Global Offering and the
exercise of the Over-allotment Option. In the event that the Over-allotment Option is exercised, an
announcement will be made.
Stabilization
Stabilization is a practice used by underwriters in some markets to facilitate the distribution
of securities. To stabilize, the underwriters may bid for, or purchase, the new securities in the
secondary market during a specified period of time, to retard and, if possible, prevent any decline
in the market price of the securities below the offer price. Such transactions may be effected in all
jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws
and regulatory requirements, including those of Hong Kong. In Hong Kong and certain other
jurisdictions, activities aimed at reducing the market price are prohibited and the price at which
stabilization is effected is not permitted to exceed the offer price.
In connection with the Global Offering, the Stabilizing Manager, its affiliates or any person
acting for it, may, to the extent permitted by applicable laws of Hong Kong or elsewhere,
over-allocate or effect any other transactions with a view to stabilizing or maintaining the market
price of our Offer Shares at a level higher than that which might otherwise prevail in the open
market for a limited period up to the 30th day after the last day for the lodging of applications under
the Hong Kong Public Offering. Any market purchases of Offer Shares will be effected in
compliance with all applicable laws and regulatory requirements. However, there is no obligation
on the Stabilizing Manager, its affiliates or any person acting for it to conduct any such stabilizing
activity, which if commenced, will be done at the absolute discretion of the Stabilizing Manager,
its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing
activity is required to be brought to an end within 30 days of the last day for the lodging of
applications under the Hong Kong Public Offering.
Stabilizing actions permitted in Hong Kong under the Securities and Futures (Price
Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) include: (a) over-allocation for the
purpose of preventing or minimizing any reduction in the market price of the H Shares; (b) selling
or agreeing to sell the H Shares so as to establish a short position in them for the purpose of
preventing or minimizing any reduction in the market price of the H Shares; (c) purchasing or
subscribing for, or agreeing to purchase or subscribe for, the H Shares under the Over-allotment
Option in order to close out any position established under (a) or (b) above; (d) purchasing, or
agreeing to purchase, any of the H Shares for the sole purpose of preventing or minimizing any
reduction in the market price of the H Shares; (e) selling or agreeing to sell any H Shares in order
to liquidate any position held as a result of those purchases; and (f) offering or attempting to do
anything described in (b), (c), (d) or (e) above.
Specifically, prospective applicants for and investors in the Offer Shares should note that:
 the Stabilizing Manager, its affiliates, or any person acting for it, may, in connection
with the stabilizing action, maintain a long position in the H Shares;
 there is no certainty regarding the extent to which and the time period for which the
Stabilizing Manager, its affiliates, or any person acting for it, will maintain such a long
position;
 liquidation of any such long position by the Stabilizing Manager, its affiliates, or any
person acting for it, may have an adverse impact on the market price of the H Shares;
 no stabilizing action can be taken to support the price of the H Shares for longer than
the stabilization period, which will begin on the Listing Date, and is expected to expire
on Thursday, July 2, 2026, being the 30th day after the last day for lodging applications
under the Hong Kong Public Offering. After this date, when no further stabilizing action
may be taken, demand for the H Shares, and therefore the price of the H Shares, could
fall;
 the price of the H Shares cannot be assured to stay at or above the Offer Price either
during or after the stabilizing period by the taking of any stabilizing action; and
 stabilizing bids must be made or transactions effected in the course of the stabilizing
action at any price at or below the Offer Price, which means that stabilizing bids may
be made or transactions effected at a price below the price paid by applicants for, or
investors in, the Offer Shares.
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Stabilizing actions by the Stabilizing Manager, its affiliates, or any person acting for it, will
be entered into in accordance with the laws, rules and regulations in place in Hong Kong on
stabilization.
Our Company will ensure or procure that a public announcement in compliance with the
Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) will be
made within seven days of the expiration of the stabilization period.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up to an
aggregate of 2,128,950 Offer Shares, representing up to 15% of the initial Offer Shares, through
delayed delivery arrangements with investors who have been allocated Offer Shares in the
International Offering. The delayed delivery arrangements (if specifically agreed by an investor)
relate only to the delay in the delivery of the Offer Shares to such investor and the Offer Price for
the Offer Shares allocated to such investor will be fully paid before dealings in the H Shares on the
Stock Exchange commence.
OVER-ALLOCATION
Following any over-allocation of the H Shares in connection with the Global Offering, the
Stabilizing Manager or any person acting for it may cover such over-allocations by exercising the
Over-allotment Option in full or in part, by using H Shares purchased by the Stabilizing Manager
(or any person acting for it) in the secondary market at prices that do not exceed the Offer Price,
or any combination of these means.
PRICING AND ALLOCATION
The Offer Price will be HK$96.06 per Offer Share, unless otherwise announced, as further
explained below.
The International Underwriters will be soliciting from prospective investors indications of
interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the International
Offering they would be prepared to acquire either at different prices or at a particular price. This
process, known as “book-building,” is expected to continue up to, and to cease on or around, the
last day for lodging applications under the Hong Kong Public Offering.
The Sole Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) may,
where considered appropriate, based on the level of indications of interest expressed by prospective
professional and institutional investors during the book-building process, and with the consent of
our Company, reduce the number of Offer Shares and/or the Offer Price as stated in this prospectus
at any time on or prior to the morning of the last day for lodging applications under the Hong Kong
Public Offering. In such case, we will, as soon as practicable following the decision to make such
reduction, and in any event not later than the morning of the day which is the last day for lodging
applications under the Hong Kong Public Offering, cause to be announced on the website of the
Company at www.longbio.com and the website of the Stock Exchange at www.hkexnews.hk
notices of the reduction of the Offer Shares and/or the Offer Price. We will also, as soon as
practicable following the decision to make such change, issue a supplemental or new prospectus (as
appropriate) updating investors of such reduction together with an update of all financial and other
information in connection with such change. The Global Offering must first be canceled and
subsequently relaunched on FINI pursuant to the supplemental or new prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have regard
to the possibility that any announcement of a reduction in the number of Offer Shares and/or the
Offer Price may not be made until the day which is the last day for lodging applications under the
Hong Kong Public Offering. In the absence of any such notice so announced and any such
supplemental or new prospectus so published, the number of Offer Shares and the Offer Price will
not be reduced and/or the Offer Price, if agreed upon by the Sole Sponsor-Overall Coordinator (for
itself and on behalf of the Underwriters) and our Company, will under no circumstances be set
outside the Offer Price as stated in this prospectus.
If there is any change to the offer size due to change in the number of Offer Shares initially
offered in the Global Offering (other than pursuant to the reallocation mechanism as disclosed in
this prospectus), or change to the Offer Price falling outside the Offer Price as stated in this
prospectus, or if the Company becomes aware that there has been a significant change affecting any
matter contained in this prospectus or a significant new matter has arisen, the inclusion of
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information in respect of which would have been required to be in this prospectus if it had arisen
before this prospectus was issued, after the issue of this prospectus and before the commencement
of dealings in our H Shares as prescribed under Rule 11.13 of the Listing Rules, we are required
to first cancel the Global Offering and subsequently relaunch on the FINI pursuant to the
supplemental or new prospectus, and giving investors at least three business days to consider the
new information.
In the event of a reduction in the number of Offer Shares, the Sole Sponsor-Overall
Coordinator (for itself and on behalf of the Underwriters) may, at their discretion, reallocate the
number of Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering, provided that the number of Offer Shares comprised in the Hong Kong Public Offering
shall not be less than 10% of the total number of Offer Shares available under the Global Offering.
The Offer Shares to be offered in the Hong Kong Public Offering and the Offer Shares to be offered
in the International Offering may, in certain circumstances, be reallocated between these offerings
at the discretion of the Sole Sponsor-Overall Coordinator (for itself and on behalf of the
Underwriters).
The level of indications of interest in the International Offering, the level of applications in
the Hong Kong Public Offering and the basis of allocations of the Hong Kong Offer Shares are
expected to be announced on Thursday, June 4, 2026, through a variety of channels in the manner
described in the section headed “How to Apply for Hong Kong Offer Shares — B. Publication of
Results” in this prospectus.
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms of the Hong Kong Underwriting Agreement and is conditional upon the International
Underwriting Agreement being signed and becoming unconditional.
We expect to enter into the International Underwriting Agreement relating to the International
Offering on or about Wednesday, June 3, 2026.
These underwriting arrangements under the Hong Kong Underwriting Agreement and the
International Underwriting Agreement are summarized in the section headed “Underwriting”.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
(a) the Stock Exchange granting approval for the listing of, and permission to deal in, the
H Shares in issue and the H Shares to be issued pursuant to the Global Offering
(including any additional H Shares which may be issued pursuant to the exercise of the
Over-allotment Option) and the H Shares to be converted from Unlisted Shares, and such
approval not subsequently having been revoked prior to the commencement of dealings
in the H Shares on the Main Board of the Stock Exchange;
(b) the execution and delivery of the International Underwriting Agreement on or about
Wednesday, June 3, 2026; and
(c) the obligations of the Underwriters under the respective Underwriting Agreements
becoming and remaining unconditional and not having been terminated in accordance
with the terms of the respective agreements,
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times) and, in any event, not later than the date which is 30 days after the date of
this prospectus.
The consummation of each of the Hong Kong Public Offering and the International Offering
is conditional upon, among other things, the other offering becoming unconditional and not having
been terminated in accordance with their respective terms.
If the above conditions are not fulfilled or waived prior to the times and dates specified, the
Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of the lapse
of the Hong Kong Public Offering will be published by our Company on the website of the Stock
Exchange at www.hkexnews.hk and the website of our Company at www.longbio.com on the next
Business Day following such lapse. In such event, all application monies will be returned, without
STRUCTURE OF THE GLOBAL OFFERING
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interest, on the terms set out in “How to Apply for Hong Kong Offer Shares — D.
Despatch/Collection of H Share Certificates and Refund of Application Monies”. In the meantime,
all application monies will be held in separate bank account(s) with the receiving bank or other
bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong
Kong) (as amended).
H Share certificates for the Offer Shares are expected to be issued on Thursday, June 4, 2026,
but will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that (1) the
Global Offering has become unconditional in all respects, and (2) the right of termination as
described in the section headed “Underwriting — Underwriting Arrangements — Hong Kong Public
Offering — Grounds for Termination” has not been exercised.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the approval of the listing of, and permission to
deal in, the H Shares to be issued by us pursuant to the Global Offering (including any additional
H Shares which may be issued pursuant to the exercise of the Over-allotment Option) and the
58,737,118 H Shares to be converted from Unlisted Shares.
No part of our Company’s share or loan capital is listed on or dealt in on any other stock
exchange and no such listing or permission to deal is being or proposed to be sought in the near
future.
H SHARES WILL BE ELIGIBLE FOR CCASS
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS. Subject to the granting of the listing of, and permission to deal in, the H Shares on the
Stock Exchange and compliance with the stock admission requirements of HKSCC, the H Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS
with effect from the date of commencement of dealings in the H Shares on the Stock Exchange or
any other date HKSCC chooses. Settlement of transactions between participants of the Stock
Exchange (as defined in the Listing Rules) is required to take place in CCASS on the second
settlement day after any trading day. All activities under CCASS are subject to the General Rules
of HKSCC and the HKSCC Operational Procedures in effect from time to time. Investors should
seek the advice of their stockbroker or other professional advisors for details of the settlement
arrangements as such arrangements may affect their rights and interests.
DEALING ARRANGEMENTS
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. in Hong
Kong on Friday, June 5, 2026, it is expected that dealings in the H Shares on the Stock Exchange
will commence at 9:00 a.m. on Friday, June 5, 2026. The H Shares will be traded in board lots of
50 H Shares. The stock code of the H Shares will be 01779.
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IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
The Company has adopted a fully electronic application process for the Hong Kong
Public Offering and below are the procedures for application.
This Prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information”
section, and the Company’s website at www.longbio.com.
The contents of this Prospectus are identical to the prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying for:
 are 18 years of age or older;
 have a Hong Kong address (for the HK eIPO White Form service only) ; and
 are outside the United States, and are not a U.S. person (as defined in Regulation S under
the U.S. Securities Act).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to the Company, you cannot apply for any Hong Kong Offer Shares if you or the
person(s) for whose benefit you are applying for:
 are an existing Shareholder of the Company;
 are a Director or chief executive of the Company and/or a director or chief executive of
any of its subsidiaries;
 are a close associate (as defined in the Listing Rules) of any of the above persons;
 are a connected person (as defined in the Listing Rules) of the Company or will become
a connected person of the Company immediately upon the completion of the Global
Offering; or
 have been allocated or have applied for or indicated an interest in any International Offer
Shares or otherwise participate in the International Offering.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Thursday, May 28, 2026
and end at 12:00 noon on Tuesday, June 2, 2026 (Hong Kong time).
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To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
HK eIPO White
Form service /H1118/H1118/H1118
www.hkeipo.hk Applicants who would
like to receive a
physical H Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in your
own name.
From 9:00 a.m. on
Thursday, May 28,
2026 until 11:30 a.m.
on Tuesday, June 2,
2026 and the latest
time for completing
full payment of
application monies in
respect of such
applications will be
12:00 noon on
Tuesday, June 2,
2026 (Hong Kong
time)
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our broker or
custodian who is a
HKSCC Participant
will submit an EIPO
application on your
behalf through
HKSCC’s FINI
system in accordance
with your instruction
Applicants who would
not like to receive a
physical H Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in the
name of HKSCC
Nominees, deposited
directly into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the
earliest and latest
time for giving such
instructions, as this
may vary by broker
or custodian.
The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the last
day of the application period to apply for Hong Kong Offer Shares.
For those applying through the HK eIPO White Form service, once you complete payment
in respect of any application instructions given by you or for your benefit through the HK eIPO
White Form service to make an application for Hong Kong Offer Shares, an actual application shall
be deemed to have been made. If you are a person for whose benefit the electronic application
instructions are given, you shall be deemed to have declared that only one set of electronic
application instructions has been given for your benefit. If you are an agent for another person, you
shall be deemed to have declared that you have only given one set of electronic application
instructions for the benefit of the person for whom you are an agent and that you are duly
authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the HK eIPO White Form
service more than once and obtaining different application reference numbers without effecting full
payment in respect of a particular reference number will not constitute an actual application.
If you apply through the HK eIPO White Form service, you are deemed to have authorized
the HK eIPO White Form Service Provider to apply on the terms and conditions in this prospectus,
as supplemented and amended by the terms and conditions of the HK eIPO White Form service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly
and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on
your behalf and to do on your behalf all the things stated in this prospectus and any supplement to
it.
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For those applying through HKSCC EIPO channel, an actual application will be deemed to
have been made for any application instructions given by you or for your benefit to HKSCC (in
which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time of
the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC
Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or
HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the
terms and conditions of this prospectus.
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
(i) Hong Kong identity (“ HKID ”)
card; or
(ii) National identification document;
or
(iii) Passport; and
 Identity document number
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
(i) Legal entity identifier (“ LEI”)
registration document; or
(ii) Certificate of incorporation; or
(iii) Business registration certificate;
or
(iv) Other equivalent document; and
 Identity document number
Notes:
1. If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. Y ou are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In particular,
where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The number
of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual members’
names.
2. The applicant’s full name as shown on their identity document must be used and the surname, given name,
middle and other names (if any) must be input in the same order as shown on the identity document. If an
applicant’s identity document contains both an English and Chinese name, both English and Chinese names
must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the
applicant’s identity document type must be strictly followed and where an individual applicant has a valid
HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number
must be used when making an application to subscribe for Hong Kong Offer Shares. Similarly for corporate
applicants, a LEI number must be used if an entity has a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
4. The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii) the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint
beneficial owner. If you do not include this information, the application will be treated as being made for your
benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other
stock exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which carries
no right to participate beyond a specified amount in a distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power
of attorney, the Company and the Sole Sponsor-Overall Coordinator, as the Company’s agent, have
discretion to consider whether to accept it on any conditions it thinks fit, including evidence of the
attorney’s authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 50 H Shares
Permitted number of Hong
Kong Offer Shares for
application and amount
payable on application/
successful allotment /H1118/H1118/H1118/H1118/H1118/H1118
: Hong Kong Offer Shares are available for application
in specified board lot sizes only. Please refer to the
amount payable associated with each specified board
lot size in the table below.
The Offer Price is HK$96.06 per H Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you to
pre-fund your application, in such amount as
determined by the broker or custodian, based on the
applicable laws and regulations in Hong Kong. Y ou
are responsible for complying with any such pre-
funding requirement imposed by your broker or
custodian with respect to the Hong Kong Offer
Shares you applied for.
By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of
the Offer Price, brokerage, SFC transaction levy, the
Stock Exchange trading fee and the AFRC
transaction levy by debiting the relevant nominee
bank account at the designated bank for your broker
or custodian.
If you are applying through the HK eIPO White
Form service, you may refer to the table below for
the amount payable for the number of H Shares you
have selected. Y ou must pay the respective amount
payable on application in full upon application for
Hong Kong Offer Shares.
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--- page 289 ---
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
50 4,851.44 800 77,623.01 7,000 679,201.36 100,000 9,702,876.51
100 9,702.87 900 87,325.88 8,000 776,230.12 200,000 19,405,753.02
150 14,554.31 1,000 97,028.76 9,000 873,258.89 300,000 29,108,629.54
200 19,405.76 1,500 145,543.15 10,000 970,287.65 400,000 38,811,506.05
250 24,257.20 2,000 194,057.53 20,000 1,940,575.30 500,000 48,514,382.56
300 29,108.63 2,500 242,571.91 30,000 2,910,862.95 600,000 58,217,259.05
350 33,960.07 3,000 291,086.29 40,000 3,881,150.60 709,650
(1) 68,856,463.15
400 38,811.51 3,500 339,600.68 50,000 4,851,438.25
450 43,662.94 4,000 388,115.06 60,000 5,821,725.91
500 48,514.38 4,500 436,629.44 70,000 6,792,013.56
600 58,217.27 5,000 485,143.83 80,000 7,762,301.21
700 67,920.14 6,000 582,172.58 90,000 8,732,588.87
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong Kong
Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in
the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application
channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock Exchange trading fee and
the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in your
application as required under the paragraph headed “— A. Applications for Hong Kong Offer Shares
— 3. Information Required to Apply” in this section. If you are suspected of submitting or cause
to submit more than one application, all of your applications will be rejected.
Multiple applications made either through (i) the HK eIPO White Form service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have
made an application through the HK eIPO White Form service or HKSCC EIPO channel, you or
the person(s) for whose benefit you have made the application shall not apply for any International
Offer Shares.
The H Share Registrar would record all applications into its system and identify suspected
multiple applications with identical names and identification document numbers according to the
Best Practice Note on Treatment of Multiple/Suspected Multiple Applications (“ Best Practice
Note ”) issued by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements, identification
document numbers displayed are redacted.
6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things
on your behalf):
(i) undertake to execute all relevant documents and instruct and authorize the Company
and/or the Sole Sponsor-Overall Coordinator, as the Company’s agents, to execute any
documents for you and to do on your behalf all things necessary to register any Hong
Kong Offer Shares allocated to you in your name or in the name of HKSCC Nominees
as required by the Articles of Association, and (if you are applying through the HKSCC
EIPO channel) to deposit the allotted Hong Kong Offer Shares directly into CCASS for
the credit of your designated HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this prospectus and the designated website of the HK eIPO White
Form service (or as the case may be, the agreement you entered into with your broker
or custodian), and agree to be bound by them;
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--- page 290 ---
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong Offer
Shares;
(iv) confirm that you are aware of the restrictions on offers and sales of H Shares set out in
this prospectus and they do not apply to you, or the person(s) for whose benefit you have
made the application;
(v) confirm that you have read this prospectus and any supplement to it and have relied only
on the information and representations contained therein in making your application (or
as the case may be, causing your application to be made) and will not rely on any other
information or representations;
(vi) agree that the Company, the Sole Sponsor, the Sole Sponsor-Overall Coordinator, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint
Lead Managers, the Capital Market Intermediaries, the Underwriters, any of their
respective directors, officers, employees, partners, agents, advisors and any other parties
involved in the Global Offering (the “ Relevant Persons ”), the H Share Registrar and
HKSCC will not be liable for any information and representations not in this prospectus
and any supplement to it;
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit you
have made the application to the Company, the Relevant Persons, the H Share Registrar,
HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory
regulatory or governmental bodies or otherwise as required by laws, rules or regulations,
for the purposes under the paragraph headed “— G. Personal Data — 3. Purposes” and
“— G. Personal Data — 4. Transfer of personal data” in this section;
(viii) agree (without prejudice to any other rights which you may have once your application
(or as the case may be, HKSCC Nominees’ application) has been accepted) that you will
not rescind it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your
behalf cannot be revoked once it is accepted, which will be evidenced by the notification
of the result of the ballot by the H Share Registrar by way of publication of the results
at the time and in the manner as specified in the paragraph headed “— B. Publication
of Results” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed “— C.
Circumstances in which Y ou will not be Allocated Hong Kong Offer Shares” in this
section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and
the resulting contract will be governed by and construed in accordance with the laws of
Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place
outside Hong Kong that apply to your application and that neither the Company nor the
Relevant Persons will breach any law inside and/or outside Hong Kong as a result of the
acceptance of your offer to purchase, or any action arising from your rights and
obligations under the terms and conditions contained in this prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by the Company, any of the directors, supervisors, chief
executives, substantial shareholder(s) or existing shareholder(s) of the Company or any
of its subsidiaries or any of their respective close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from the Company, any of
the directors, supervisors, chief executives, substantial shareholder(s) or existing
shareholder(s) of the Company or any of its subsidiaries or any of their respective close
associates in relation to the acquisition, disposal, voting or other disposition of the H
Shares registered in your name or otherwise held by you;
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(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that the Company and the Sole Sponsor-Overall
Coordinator will rely on your declarations and representations in deciding whether or
not to allocate any Hong Kong Offer Shares to you and that you may be prosecuted for
making a false declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to
you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application has
been or will be made for your benefit by giving electronic application instructions to
HKSCC directly or indirectly or through the application channel of the HK eIPO White
Form service or by any one as your agent or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another person) warrant
that (1) no other application has been or will be made by you as agent for or for the
benefit of that person or by that person or by any other person as agent for that person
by giving electronic application instructions to HKSCC or to the HK eIPO White
Form Service Provider and (2) you have due authority to give electronic application
instructions on behalf of that other person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through the HK eIPO White Form service or HKSCC EIPO channel:
Website /H1118/H1118From the “Allotment Results” page at
www.hkeipo.hk/IPOResult (or
www.tricor.com.hk/ipo/result ) with a
“search by ID” function.
24 hours, from 11:00 p.m. on
Thursday, June 4, 2026 to
12:00 midnight on
Wednesday, June 10, 2026
(Hong Kong time)
The full list of (i) wholly or partially
successful applicants using the HK eIPO
White Form service and HKSCC EIPO
channel, and (ii) the number of Hong
Kong Offer Shares conditionally allotted
to them, among other things, will be
displayed at www.hkeipo.hk/IPOResult
(or www.tricor.com.hk/ipo/result ).
The Stock Exchange’s website at
www.hkexnews.hk and the Company’s
website at www.longbio.com which will
provide links to the above-mentioned
websites of the H Share Registrar.
No later than 11:00 p.m. on
Thursday, June 4, 2026 (Hong
Kong time)
Telephone /H1118+852 3691 8488 — the allocation results
telephone enquiry line provided by the H
Share Registrar
between 9:00 a.m. and 6:00 p.m.
from Friday, June 5, 2026 to
Wednesday, June 10, 2026
(Hong Kong time) on a
business day
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Wednesday, June 3, 2026 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Wednesday, June 3, 2026 (Hong Kong time) on a 24-hour basis and should report any discrepancies
on allotments to HKSCC as soon as practicable.
Allocation Announcement
The Company expects to announce the results of the level of indications of interest in the
International Offering, the level of applications in the Hong Kong Public Offering and the basis of
allocations of Hong Kong Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and
the Company’s website at www.longbio.com by no later than 11:00 p.m. on Thursday, June 4, 2026
(Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance.
2. If the Company or its agents exercise their discretion to reject your application:
The Company, the Sole Sponsor-Overall Coordinator, the H Share Registrar and their
respective agents and nominees have full discretion to reject or accept any application, or to accept
only part of any application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant
permission to list the H Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies the Company
of that longer period within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to the
paragraph headed “— A. Application for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 the Company or the Sole Sponsor-Overall Coordinator believe that by accepting your
application, it or the Company would violate applicable securities or other laws, rules or
regulations.
5. If there is money settlement failure for allotted Offer Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants
will be required to hold sufficient application funds on deposit with their designated bank before
balloting. After balloting of Hong Kong Offer Shares, the receiving banks will collect the portion
of these funds required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment
from their designated bank.
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There is a risk of money settlement failure . In the extreme event of money settlement failure
by a HKSCC Participant (or its designated bank), who is acting on your behalf in settling payment
for your allotted Offer Shares, HKSCC will contact the defaulting HKSCC Participant and its
designated bank to determine the cause of failure and request such defaulting HKSCC Participant
to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected Hong
Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares
applied for by you through the broker or custodian may be affected to the extent of the settlement
failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares due to the money
settlement failure by such HKSCC Participant. None of the Company, the Relevant Persons, the H
Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you
due to the money settlement failure.
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under
the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO
channel where the H Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the Offer Shares. No receipt will
be issued for sums paid on application.
H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, June 5,
2026 (Hong Kong time), provided that the Global Offering has become unconditional, and the right
of termination described in the section headed “Underwriting” has not been exercised. Investors
who trade H Shares prior to the receipt of H Share certificates or the H Share certificates becoming
valid evidence of title do so entirely at their own risk.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of H Share certificate 1
For application of
500,000 Hong
Kong Offer Shares
or more /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person from the
H Share Registrar, Tricor Investor
Services Limited, at 17/F, Far
East Finance Centre, 16 Harcourt
Road, Hong Kong
H Share certificate(s) will be issued
in the name of HKSCC
Nominees, deposited into CCASS
and credited to your Designated
HKSCC Participant’s stock
account
Time : from 9:00 a.m. to 1:00 p.m.
on Friday, June 5, 2026 (Hong
Kong time), or any other place or
date notified by the Company
No action by you is required
If you are an individual, you must
not authorize any other person to
collect for you. If you are a
corporate applicant, your
authorized representative must
bear a letter of authorization from
your corporation stamped with
your corporation’s chop.
1 Except in the event any Severe Weather Signals (as defined below) in force in Hong Kong in the morning on Thursday,
June 4, 2026 rendering it impossible for the relevant H Share certificates to be dispatched to HKSCC in a timely
manner, the Company shall procure the H Share Registrar to arrange for delivery of the supporting documents and
H Share certificates in accordance with the contingency arrangements as agreed between them. Y ou may refer to “—
E. Severe Weather Arrangements” in this section.
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HK eIPO White Form service HKSCC EIPO channel
Both individuals and authorized
representatives must produce, at
the time of collection, evidence
of identity acceptable to the
H Share Registrar.
Note: If you do not collect your
H Share certificate(s) personally
within the time above, it/they will
be sent to the address specified in
your application instructions by
ordinary post at your own risk
For application of
less than 500,000
Hong Kong Offer
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our H Share certificate(s) will be
sent to the address specified in
your application instructions by
ordinary post at your own risk
Date : Thursday, June 4, 2026
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Friday, June 5, 2026 Subject to the arrangement between
you and your broker or custodian
Responsible Party /H1118/H1118/H1118H Share Registrar Y our broker or custodian
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118
HK eIPO White Form e-Auto
Refund payment instructions to
your designated bank account
Y our broker or custodian will
arrange refund to your designated
bank account subject to the
arrangement between you and it
Application monies
paid through
multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund check(s) will be despatched
to the address as specified in
your application instructions by
ordinary post at your own risk
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Tuesday, June 2, 2026 if, there is/are:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 an Extreme Condition,
(collectively, the “ Severe Weather Signals ”), in force in Hong Kong at any time between 9:00
a.m. and 12:00 noon on Tuesday, June 2, 2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the
next business day which does not have Severe Weather Signals in force at any time between 9:00
a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the Listing Date. Should there be any changes to the dates
mentioned in the section headed “Expected Timetable” in this prospectus, an announcement will be
made and published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s
website at www.longbio.com of the revised timetable.
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Dispatch and Collection of H Share Certificates
If a Severe Weather Signal is hoisted on Thursday, June 4, 2026, the H Share Registrar will
make appropriate arrangements for the delivery of the H Share certificates to the CCASS
Depository’s service counter so that they would be available for trading on Friday, June 5, 2026.
If a Severe Weather Signal is hoisted on Thursday, June 4, 2026, for application of less than
500,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be made by
ordinary post when the post office re-opens after the Severe Weather Signal is lowered or cancelled
(e.g. in the afternoon of Thursday, June 4, 2026 or on Friday, June 5, 2026).
If a Severe Weather Signal is hoisted on Friday, June 5, 2026, for application of 500,000 Hong
Kong Offer Shares or more, physical H Share certificate(s) will be available for collection in person
at the H Share Registrar’s office after the Severe Weather Signal is lowered or cancelled (e.g. in
the afternoon of Friday, June 5, 2026 or on Monday, June 8, 2026).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share
certificates.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and the Company complies with the stock admission requirements of HKSCC, the
H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the date of commencement of dealings in the H Shares on the Stock
Exchange or any other date HKSCC chooses. Settlement of transactions between Exchange
Participants is required to take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving banks and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. This personal data may include client identifier(s) and your identification information.
By giving application instructions to HKSCC, you acknowledge that you have read, understood and
agree to all of the terms of the Personal Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong
Kong Offer Shares, of the policies and practices of the Company and the H Share Registrar in
relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of
Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that
personal data supplied to the Company or its agents and the H Share Registrar is accurate and
up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into
or out of their names or in procuring the services of the H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the
Company or the H Share Registrar to effect transfers or otherwise render their services. It may also
prevent or delay registration or transfers of Hong Kong Offer Shares which you have successfully
applied for and/or the despatch of H Share certificate(s) to which you are entitled.
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It is important that applicants for and holders of Hong Kong Offer Shares inform the Company
and the H Share Registrar immediately of any inaccuracies in the personal data supplied.
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
 processing your application and refund check and HK eIPO White Form e-Auto Refund
payment instruction(s), where applicable, verification of compliance with the terms and
application procedures set out in this prospectus and announcing results of allocation of
Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of the H Shares
including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of the Company;
 verifying identities of applicants for and holders of the H Shares and identifying any
duplicate applications for the H Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the H Shares, such as dividends, rights
issues, bonus issues, etc.;
 distributing communications from the Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the H Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable the
Company and the H Share Registrar to discharge their obligations to applicants and
holders of the H Shares and/or regulators and/or any other purposes to which applicants
and holders of the H Shares may from time to time agree.
4. Transfer of personal data
Personal data held by the Company and the H Share Registrar relating to the applicants for
and holders of Hong Kong Offer Shares will be kept confidential but the Company and the H Share
Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or
transfer (whether within or outside Hong Kong) the personal data to, from or with any of the
following:
 the Company’s appointed agents such as financial advisors, receiving banks and
overseas principal share registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar, in each case for the purposes of providing its
services or facilities or performing its functions in accordance with its rules or
procedures and operating FINI and CCASS (including where applicants for the Hong
Kong Offer Shares request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the H
Share Registrar in connection with their respective business operations;
 the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies
or otherwise as required by laws, rules or regulations, including for the purpose of the
Stock Exchange’s administration of the Listing Rules and the SFC’s performance of its
statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have or
propose to have dealings, such as their bankers, solicitors, accountants or brokers etc.
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5. Retention of personal data
The Company and the H Share Registrar will keep the personal data of the applicants and
holders of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the
personal data were collected. Personal data which is no longer required will be destroyed or dealt
with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong
Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the
Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to
correct any data that is inaccurate. The Company and the H Share Registrar have the right to charge
a reasonable fee for the processing of such requests. All requests for access to data or correction
of data should be addressed to the Company and the H Share Registrar, at their registered address
disclosed in the section headed “Corporate Information” in this prospectus or as notified from time
to time, for the attention of the company secretary, or the H Share Registrar for the attention of the
privacy compliance officer.
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Ernst & Young
27/F , One T aikoo Place
979 King’s Road
Quarry Bay, Hon
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ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF LONGBIO PHARMA (SUZHOU) CO., LTD. AND SINOLINK
SECURITIES (HONG KONG) COMPANY LIMITED
Introduction
We report on the historical financial information of LongBio Pharma (Suzhou) Co., Ltd.
(the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-47, which
comprises the consolidated statements of profit or loss and other comprehensive income,
statements of changes in equity and statements of cash flows of the Group for each of the years
ended 31 December 2024 and 2025 (the “Relevant Periods”), and the consolidated statements
of financial position of the Group and the statements of financial position of the Company as
at 31 December 2024 and 2025 and material accounting policy information and other
explanatory information (together, the “Historical Financial Information”). The Historical
Financial Information set out on pages I-3 to I-47 forms an integral part of this report, which
has been prepared for inclusion in the prospectus of the Company dated 28 May 2026 (the
“Prospectus”) in connection with the initial listing of the shares of the Company on the Main
Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of preparation
set out in note 2.1 to the Historical Financial Information, and for such internal control as the
directors determine is necessary to enable the preparation of the Historical Financial
Information that is free from material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial
Information in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”). This standard requires that we comply with ethical standards and
plan and perform our work to obtain reasonable assurance about whether the Historical
Financial Information is free from material misstatement.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 299 ---
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgement, including the assessment of risks of material misstatement
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of the Historical Financial Information that gives a true and fair view in accordance
with the basis of preparation set out in note 2.1 to the Historical Financial Information, in order
to design procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Our work also
included evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of
the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the financial position of the Group and the Company
as at 31 December 2024 and 2025 and of the financial performance and cash flows of the Group
for each of the Relevant Periods in accordance with the basis of preparation set out in note 2.1
to the Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on the Stock
Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-3 have been made.
Dividends
We refer to note 11 to the Historical Financial Information which states that no dividends
have been paid by the Company in respect of the Relevant Periods.
Ernst & Y oung
Certified Public Accountants
Hong Kong
28 May 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 300 ---
I. HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the Historical
Financial Information is based, were audited by Ernst & Y oung in accordance with Hong Kong
Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants (the
“Underlying Financial Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values
are rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 301 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Y ear ended 31 December
Notes 2024 2025
RMB’000 RMB’000
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 3,070 5,586
Research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(98,081) (126,622)
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (484)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,266) (34,797)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(51) (2,408)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (30,993) (16,858)
LOSS BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (137,321) (175,583)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 ––
LOSS AND TOTAL COMPREHENSIVE LOSS
FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(137,321) (175,583)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(137,321) (175,583)
LOSS PER SHARE A TTRIBUTABLE TO
ORDINARY EQUITY HOLDERS OF THE
PARENT
Basic and diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 (2.89) (3.10)
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 302 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
Notes 2024 2025
RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 11,614 10,292
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 6,524 2,751
Prepayments, other receivables and other assets /H1118/H111815 7,369 12,440
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,507 25,483
CURRENT ASSETS
Prepayments, other receivables and other assets /H1118/H111815 14,693 10,931
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 66,624 95,051
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 1,990 –
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 – 881
Financial assets at fair value through profit or loss
(“FVTPL”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 40,095 95,211
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,402 202,074
CURRENT LIABILITIES
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 27,068 45,762
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 37,877 35,000
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 2,040 560
Redemption liabilities on a subsidiary’s shares /H1118/H1118/H111821 23,636 –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 4,113 2,129
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,734 83,451
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,668 118,623
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,175 144,106
NON-CURRENT LIABILITIES
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 2,923 794
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 2,410 2,797
Redemption liabilities on
equity shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 358,738 –
Amounts due to a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 20,388 –
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118384,459 3,591
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(330,284) 140,515
EQUITY
Equity attributable to owners of the parent
Paid-in capital/Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 7,991 60,000
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 (338,275) 80,515
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(330,284) 140,515
Total (deficits)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(330,284) 140,515
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 303 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2024
Attributable to owners of the parent
Paid-in
capital
Capital
reserve*
Share-based
payment
reserve*
Other
reserve*
Accumulated
losses* Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,658 235,042 4,117 (241,059) (199,447) (193,689)
Loss and total comprehensive loss
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (137,321) (137,321)
Capital contributions by
shareholders (note 24) /H1118/H1118/H1118/H1118/H1118/H1118/H1118333 59,667 – – – 60,000
Recognition of redemption
liabilities on equity shares
(note 22) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (60,000) – (60,000)
Recognition of share-based
payment expenses (note 26) /H1118/H1118/H1118 – – 726 – – 726
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,991 294,709 4,843 (301,059) (336,768) (330,284)
Y ear ended 31 December 2025
Attributable to owners of the parent
Paid-in
capital/Share
capital
Capital
reserve/Share
premium*
Share-based
payment
reserve*
Other
reserve*
Accumulated
losses* Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,991 294,709 4,843 (301,059) (336,768) (330,284)
Loss and total comprehensive
loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (175,583) (175,583)
Capital contributions by
shareholders (note 24) /H1118/H1118/H1118/H1118/H1118/H11181,757 262,014 – – – 263,771
Recognition of redemption
liabilities on equity shares
(note 22) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (223,771) – (223,771)
Recognition of share-based
payment expenses (note 26) /H1118/H1118 – – 8,840 – – 8,840
Termination of redemption rights
(note 22) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 597,542 – 597,542
Conversion into a joint
stock company
(“Capitalisation Issue”) /H1118/H1118/H1118/H1118/H111850,252 (375,642) – (76,071) 401,461 –
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H111860,000 181,081 13,683 (3,359) (110,890) 140,515
* The reserve accounts comprised RMB(338,275,000) and RMB80,515,000 in the consolidated statements of
financial position as at 31 December 2024 and 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 304 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
Notes 2024 2025
RMB’000 RMB’000
CASH FLOWS FROM OPERA TING ACTIVITIES
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(137,321) (175,583)
Adjustments for:
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 30,993 16,858
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(185) (1,119)
Foreign exchange losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 1,919
Loss on disposal of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 –6 7
Gain on fair value changes of financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (499) (1,242)
Depreciation of property, plant and equipment /H1118/H11186 3,540 3,829
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 3,710 3,773
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 726 8,840
(Increase)/decrease in prepayments, other
receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,266) 3,275
(Increase)/decrease in pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,990) 1,990
Increase in restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (881)
Increase/(decrease) in deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,410 (1,093)
Increase in trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,764 18,328
Cash used in operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(104,081) (121,039)
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(41) –
Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118(104,122) (121,039)
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185 1,119
Purchases of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,145) (4,386)
Net proceeds of purchase of financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(39,596) (53,874)
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118(45,556) (57,141)
CASH FLOWS FROM FINANCING ACTIVITIES
Lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,308) (4,308)
New interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,877 48,249
Repayment of interest-bearing bank borrowings /H1118/H1118 (13,000) (51,126)
Interest on bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(807) (982)
Redemption of shares of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (23,990)
Loan from a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,000 –
Repayment of the loan to a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118 – (20,682)
Proceeds from capital contributions from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 60,000 263,771
Payment of listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(649) (2,406)
Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,113 208,526
NET (DECREASE)/INCREASE IN CASH AND
CASH EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50,565) 30,346
Cash and cash equivalents at beginning of year /H1118/H1118/H1118 117,226 66,624
Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118 (37) (1,919)
CASH AND CASH EQUIV ALENTS A T END OF
YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 66,624 95,051
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 305 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
Notes 2024 2025
RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 11,935 12,447
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,573 1,195
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 61,574 23,022
Prepayments, other receivables and other assets /H1118/H111815 6,054 11,903
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,136 48,567
CURRENT ASSETS
Prepayments, other receivables and other assets /H1118/H111815 14,256 9,767
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 66,481 74,960
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 1,990 –
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 – 881
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 40,095 95,211
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122,822 180,819
CURRENT LIABILITIES
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 26,336 44,864
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 37,877 35,000
Amounts due to a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,181 –
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,040 560
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118360 374
Redemption liabilities on a subsidiary’s shares /H1118/H1118/H111821 4,004 –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,798 80,798
NET CURRENT (LIABILITIES)/ASSETS /H1118/H1118/H1118/H1118/H1118 (27,976) 100,021
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,160 148,588
NON-CURRENT LIABILITIES
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,168 794
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,460 1,847
Redemption liabilities on equity shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 358,738 –
Amounts due to a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 20,388 –
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381,754 2,641
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(328,594) 145,947
EQUITY
Paid-in capital/Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 7,991 60,000
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 (336,585) 85,947
Total (deficits)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(328,594) 145,947
APPENDIX I ACCOUNTANTS’ REPORT
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II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
LongBio Pharma (Suzhou) Co., Ltd. (the “Company”) was a limited liability company established in China on
26 October 2020. The registered address of the Company is 5th Floor, Building F, Area A, No. 128, Yinhe Road,
Southeast Street, Changshu City, Jiangsu Province, China. On 7 August 2025, the Company was converted to a joint
stock limited liability company.
The Company is a clinical-stage biotechnology company. The Company and its subsidiaries (the “Group”) are
principally engaged in the research, development, manufacture and commercialisation of pharmaceutical products in
the People’s Republic of China (the “PRC”).
As at the date of this report, the Company had direct interests in its subsidiaries, all of which are private limited
liability companies, the particulars of which are as follows:
Place and date of
registration and place
of operations
Issued ordinary
share/registered
paid-in capital
Percentage of
equity
attributable to
the Company
Name Direct Indirect Principal activities
Shanghai Longyan
Biotechnology Co., Ltd.*
(“Longyan Shanghai”)
Ҧ(ɪऎ)ʮ
̡ (note a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Chinese
mainland
4 January 2021
RMB5,000,000 100% – Research and
development of
innovative drugs
Hangzhou Lingcheng
Biotechnology Co., Ltd.*
(“Hangzhou Lingcheng”)
ʮ̡
(note a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Chinese
mainland
11 June 2025
RMB20,000,000 100% – Research and
development of
innovative drugs
* The English names of these companies registered in the PRC represent the best effort made by the directors
of the Company to directly translate their Chinese names as they have not registered with any official
English names.
a. No statutory accounts were prepared for these subsidiaries as these subsidiaries were not required by the
local government to prepare statutory accounts.
The Company
The carrying amounts of the Company’s investments in subsidiaries are as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
Investment in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,574 23,022
The Group assessed the impairment for investments in subsidiaries as at the end of each of the Relevant
Periods and no impairment was provided for the investment in subsidiaries since no impairment indicator.
APPENDIX I ACCOUNTANTS’ REPORT
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2.1 BASIS OF PREPARATION
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards, which
comprise all standards and interpretations approved by the International Accounting Standards Board (the “IASB”).
All IFRS Accounting Standards effective for the accounting period commencing from 1 January 2025, together with
the relevant transitional provisions, have been consistently applied by the Group in the preparation of the Historical
Financial Information throughout the Relevant Periods.
The Historical Financial Information has been prepared under the historical cost convention, except for certain
financial instruments which have been measured at fair value at the end of each of the Relevant Periods. The
Historical Financial Information is presented in Renminbi (“RMB”) and all values are rounded to the nearest
thousand except when otherwise indicated.
Basis of consolidation
The Historical Financial Information includes the financial statements of the Company and its subsidiaries for
the Relevant Periods. A subsidiary is an entity, directly or indirectly, controlled by the Company. Control is achieved
when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability
to direct the relevant activities of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the Company has
less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent
of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit
balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control described above. A change in the ownership interest of a
subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities,
any non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any investment
retained and any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised
in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis
as would be required if the Group had directly disposed of the related assets or liabilities.
APPENDIX I ACCOUNTANTS’ REPORT
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2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amended IFRS Accounting Standards, that have been issued
but are not yet effective, in the Historical Financial Information. The Group intends to apply these new and amended
IFRS Accounting Standards, if applicable, when they become effective.
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements
2
IFRS 19 and its amendments /H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 9 and
IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to the Classification and Measurement of Financial
Instruments 1
Amendments to IFRS 9 and
IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and
IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Sale or Contribution of Assets between an Investor and its Associate
or Joint V enture 3
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation Currency 2
Annual Improvements to
IFRS Accounting Standards —
V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to: IFRS 1, IFRS7, IFRS 9, IFRS 10 and IAS 7
1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
The Group is in the process of making an assessment of the impact of these new and amended IFRS Accounting
Standards upon initial application. IFRS 18 introduces new requirements for presentation within the statement of
profit or loss and other comprehensive income, including specified totals and subtotals. It also requires disclosure of
management-defined performance measures and includes new requirements for aggregation and disaggregation of
financial information. The new requirements are expected to impact the Group’s presentation in the statement of
profit or loss and other comprehensive income and disclosures of the Group’s financial performance. The new
standard is not expected to have any impact on the Group’s results of operations and financial position but has impact
on the presentation and disclosure of the Group’s financial statements. Other than IFRS 18, so far, the Group
considers that IFRS 19 and the amended IFRS Accounting Standards are unlikely to have a significant impact on the
Group’s results of operations and financial position.
2.3 MATERIAL ACCOUNTING POLICY INFORMATION
Fair value measurement
The Group measures certain financial instruments at fair value at the end of each of the reporting periods. Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the
transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability,
or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or
the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured
using the assumptions that market participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
APPENDIX I ACCOUNTANTS’ REPORT
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All assets and liabilities for which fair value is measured or disclosed in the Historical Financial Information
are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable
For assets and liabilities that are recognised in the Historical Financial Information on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each of
the reporting periods.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other
than deferred tax assets and financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable
amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and
is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of
those from other assets or groups of assets, in which case the recoverable amount is determined for the
cash-generating unit to which the asset belongs. In testing a cash-generating unit for impairment, a portion of the
carrying amount of a corporate asset (e.g., a headquarters building) is allocated to an individual cash-generating unit
if it can be allocated on a reasonable and consistent basis or, otherwise, to the smallest group of cash-generating units.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. An
impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with
the function of the impaired asset.
An assessment is made at the end of each of the reporting periods as to whether there is an indication that
previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the
recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed
only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to
an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation)
had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited
to profit or loss in the period in which it arises.
As at 31 December 2024 and 2025, no indicators of the impairment for such non-financial assets are identified
notwithstanding that the Group recorded a loss for the years ended 31 December 2024 and 2025, since (i) the assets’
value have not declined significantly, and (ii) the assets are not obsolete or physically damaged.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 310 ---
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow
subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or
an entity related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the parent of the Group.
Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress, are stated at cost less accumulated
depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase
price and any directly attributable costs of bringing the asset to its working condition and location for its intended
use.
Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs
and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the
recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the
asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at
intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them
accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and
equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as
follows:
Laboratory equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 9.50%
Office and electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118 19% to 31.67%
Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 23.75%
Leasehold improvements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Shorter of remaining lease terms and estimated useful lives
Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is
allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives
and the depreciation method are reviewed, and adjusted if appropriate, at least at the end of each of the reporting
periods.
An item of property, plant and equipment including any significant part initially recognised is derecognised
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal
or retirement recognised in profit or loss in the year the asset is derecognised is the difference between the net sales
proceeds and the carrying amount of the relevant asset.
Construction in progress is stated at cost less any impairment losses, and is not depreciated. It is reclassified
to the appropriate category of property, plant and equipment when completed and ready for use.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 311 ---
Research and development costs
All research costs are charged to profit or loss as incurred.
Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can
demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its
intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the
availability of resources to complete the project and the ability to measure reliably the expenditure during the
development. Product development expenditure which does not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less accumulated depreciation and any
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at
or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a
straight-line basis over the shorter of the lease terms and the estimated useful lives of the assets as follows:
Laboratories and office premises /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.1 to 5 years
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects
the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in-substance
fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate,
and amounts expected to be paid under residual value guarantees.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in lease payments (e.g., a change to future lease payments
resulting from a change in an index or rate) or a change in assessment of an option to purchase the underlying
asset.
The Group’s lease liabilities are presented in a separate line on the consolidated statement of financial
position.
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases (that is those
leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase
option). It also applies the recognition exemption for leases of low-value assets to leases of office equipment
and laptop computers that are considered to be of low value.
Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a
straight-line basis over the lease term.
APPENDIX I ACCOUNTANTS’ REPORT
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Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost and fair value
through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them. The Group initially measures a financial
asset at its fair value plus in the case of a financial asset not at fair value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortised cost or fair value through other
comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”)
on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured
at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order
to generate cash flows. The business model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held
within a business model with the objective to hold financial assets in order to collect contractual cash flows, while
financial assets classified and measured at fair value through other comprehensive income are held within a business
model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not
held within the aforementioned business models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally established by
regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits
to purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method and are
subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or
impaired.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value
with net changes in fair value recognised in profit or loss.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
 the rights to receive cash flows from the asset have expired; or
 the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a “pass-through”
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
APPENDIX I ACCOUNTANTS’ REPORT
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Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or
other credit enhancements that are integral to the contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over
the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased
significantly since initial recognition. When making the assessment, the Group compares the risk of a default
occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial
instrument as at the date of initial recognition and considers reasonable and supportable information that is available
without undue cost or effort, including historical and forward-looking information. The Group considers that there
has been a significant increase in credit risk when contractual payments are more than 30 days past due.
The Group considers a financial asset in default when contractual payments are 90 days past due. However,
in certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account
any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash
flows.
Financial assets at amortised cost are subject to impairment under the general approach and they are classified
within the following stages for measurement of ECLs.
Stage 1 – Financial instruments for which credit risk has not increased significantly since initial
recognition and for which the loss allowance is measured at an amount equal to 12-month
ECLs
Stage 2 – Financial instruments for which credit risk has increased significantly since initial recognition
but that are not credit-impaired financial assets and for which the loss allowance is measured
at an amount equal to lifetime ECLs
Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased or
originated credit-impaired) and for which the loss allowance is measured at an amount equal
to lifetime ECLs
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as interest-bearing bank borrowings, redemption
liabilities on a subsidiary’s shares, redemption liabilities on equity shares, amounts due to a related party, or payables,
as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of interest-bearing bank
borrowings, redemption liabilities on a subsidiary’s shares, redemption liabilities on equity shares, amounts due to
a related party and payables, net of directly attributable transaction costs.
The Group’s financial liabilities mainly include trade and other payables, amounts due to a related party and
redemption liabilities on a subsidiary’s shares.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 314 ---
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost (trade and other payables, amounts due to a related party, redemption
liabilities on a subsidiary’s shares, and redemption liabilities on equity shares)
After initial recognition, trade and other payables, amounts due to a related party and redemption liabilities
on a subsidiary’s shares are subsequently measured at amortised cost, using the effective interest rate method unless
the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised
in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation
process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance
costs in profit or loss.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or
expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
a derecognition of the original liability and a recognition of a new liability, and the difference between the respective
carrying amounts is recognised in profit or loss.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and at banks, and
short-term highly liquid deposits with a maturity of generally within three months that are readily convertible into
known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting
short-term cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand
and at banks, and short-term deposits as defined above, less bank overdrafts which are repayable on demand and form
an integral part of the Group’s cash management.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss
is recognised outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of
each of the reporting periods, taking into consideration interpretations and practices prevailing in the countries in
which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of each of the
reporting periods between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible
temporary differences; and
 in respect of taxable temporary differences associated with investments in subsidiaries, when the timing
of the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 315 ---
Deferred tax assets are recognised for all deductible temporary differences, and the carryforward of unused tax
credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the carryforward of unused tax credits and
unused tax losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise
to equal taxable and deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax
assets are only recognised to the extent that it is probable that the temporary differences will reverse in
the foreseeable future and taxable profit will be available against which the temporary differences can
be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each of the reporting periods and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each of the reporting
periods and are recognised to the extent that it has become probable that sufficient taxable profit will be available
to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of each of the reporting periods.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right
to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which
intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected
to be settled or recovered.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be
received, and all attaching conditions will be complied with. When the grant relates to an expense item, it is
recognised as income on a systematic basis over the periods that the costs, for which it is intended to compensate,
are expensed.
Other income
Interest income is recognised on an accrual basis using the effective interest rate method by applying the rate
that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter
period, when appropriate, to the net carrying amount of the financial asset.
Share-based payments
The Company operates share incentive plans. Employees (including directors) of the Group receive
remuneration in the form of share-based payments, whereby employees render services in exchange for equity
instruments (“equity-settled transactions”). The cost of equity-settled transactions with employees is measured by
reference to the fair value at the date at which they are granted. The fair value is determined by an external valuer,
further details of which are given in note 26 to the Historical Financial Information.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled.
The cumulative expense recognised for equity-settled transactions at the end of each of the reporting periods until
the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the
number of equity instruments that will ultimately vest. The charge or credit to profit or loss for a period represents
the movement in the cumulative expense recognised as at the beginning and end of that period.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 316 ---
Service and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate
of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead
to an immediate expensing of an award unless there are also service and/or performance conditions.
For awards that do not ultimately vest because non-market performance and/or service conditions have not
been met, no expense is recognised. Where awards include a market or non-vesting condition, the transactions are
treated as vesting irrespective of whether the market or non-vesting condition is satisfied, provided that all other
performance and/or service conditions are satisfied.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the
terms had not been modified, if the original terms of the award are met. In addition, an expense is recognised for any
modification that increases the total fair value of the share-based payments, or is otherwise beneficial to the employee
as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested
on the date of cancellation, and any expense not yet recognised for the award is recognised immediately.
This includes any award where non-vesting conditions within the control of either the Group or the employee
are not met. However, if a new award is substituted for the cancelled award, and is designated as a replacement award
on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original
award, as described in the previous paragraph.
Other employee benefits
Pension scheme
The employees of the Group which operates in the Chinese mainland are required to participate in a central
pension scheme operated by the local municipal government. The subsidiaries operating in the Chinese mainland are
required to contribute a certain percentage of their payroll costs to the central pension scheme. The contributions are
charged to profit or loss as they become payable in accordance with the rules of the central pension scheme.
Events after the reporting period
If the Group receives information after the reporting period, but prior to the date of authorisation for issue,
about conditions that existed at the end of the reporting period, it will assess whether the information affects the
amounts that it recognises in its financial statements. The Group will adjust the amounts recognised in its financial
statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those
conditions in light of the new information. For non-adjusting events after the reporting period, the Group will not
change the amounts recognised in its financial statements, but will disclose the nature of the non-adjusting events and
an estimate of their financial effects, or a statement that such an estimate cannot be made, if applicable.
Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Foreign currencies
The Historical Financial Information is presented in RMB, which is the Company’s functional currency. Each
entity in the Group uses RMB as its functional currency. Foreign currency transactions recorded by the entities in the
Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of
exchange ruling at the end of each of the reporting periods. Differences arising on settlement or translation of
monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 317 ---
translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss
on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised
in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss,
respectively).
In determining the exchange rate on initial recognition of the related asset, expense or income on the
derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of
initial transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability
arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines
the transaction date for each payment or receipt of the advance consideration.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s Historical Financial Information requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or
liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements,
apart from those involving estimations, which have the most significant effect on the amounts recognised in the
financial statements:
Research and development costs
All research costs are charged to profit or loss as incurred. Costs incurred on each pipeline to develop new
products are capitalised and deferred in accordance with the accounting policy for research and development costs
in note 2.3 to the Historical Financial Information. Determining the amounts to be capitalised requires management
to make judgements on the technical feasibility of existing pipelines to be successfully commercialised and bring
economic benefits to the Group.
Deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that
it is probable that taxable profit will be available against which the deductible temporary differences and the unused
tax losses can be utilised. Significant management judgement is required to determine the amount of deferred tax
assets that can be recognised, based upon the likely timing and level of future taxable profits, together with future
tax planning strategies.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each
of the reporting periods, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year, are described below.
Accrual of research and development costs
The Group relies on contract research organisations, clinical site management operators and clinical trial
centres (collectively referred to as “Outsourced Service Providers”) to conduct, supervise, and monitor the Group’s
ongoing clinical trials. Determining the amounts of research and development expenses incurred up to the end of the
reporting period requires the management of the Group to estimate and measure the progress of receiving research
and development services.
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 318 ---
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other
than financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of the
asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is determined for an
individual asset, unless the asset does not generate cash inflows that are largely independent of those from other
assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which
the asset belongs.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. An
impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with
the function of the impaired asset.
Leases — Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an incremental
borrowing rate (“IBR”) to measure lease liabilities. The Group estimates the IBR using observable inputs (such as
market interest rates) when available and is required to make certain entity-specific estimates (such as the
subsidiary’s stand-alone credit rating).
Fair value of share-based payment transactions
Estimating the fair value of share-based payment transactions requires the determination of the most
appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires the
determination of the most appropriate inputs to the valuation model including the expected life of the share option,
volatility and dividend yield and making assumptions about them.
For the measurement of the fair value of share-based payment transactions with employees at the grant date,
the Group uses the Black-Scholes option pricing model and the Back-solve model. The assumptions and models used
for estimating fair value for share-based payment transactions are disclosed in note 26 to the Historical Financial
Information.
4. OPERATING SEGMENT INFORMATION
The Group is engaged in biopharmaceutical research and development, which is regarded as a single reportable
segment in a manner consistent with the way in which information is reported internally to the Group’s directors for
purposes of resource allocation and performance assessment. Therefore, no further operating segment analysis
thereof is presented.
Geographical information
Since all of the Group’s non-current assets were located in the Chinese mainland, no geographical information
in accordance with IFRS 8 Operating Segments is presented.
Information about major customers
No revenue was derived during the Relevant Periods. Therefore, no information about major customers is
presented.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 319 ---
5. OTHER INCOME AND GAINS
An analysis of other income and gains is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Other income
Government grants* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,203 2,984
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,331 1,347
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 13
Total other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,571 4,344
Gains
Gain on fair value changes of financial assets at FVTPL /H1118/H1118/H1118/H1118 499 1,242
Total gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118499 1,242
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,070 5,586
* The government grants mainly represent subsidies received from local government authorities for the
purpose of supporting the Company or its subsidiaries’ operating activities, or for the purpose of
compensation for expenditure arising from research and clinical trial activities.
6. LOSS BEFORE TAX
The Group’s loss before tax is arrived at after charging/(crediting):
Y ear ended 31 December
Notes 2024 2025
RMB’000 RMB’000
Depreciation of property, plant and equipment* /H1118/H1118/H1118/H1118/H1118/H111813 3,540 3,829
Depreciation of right-of-use assets* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 3,710 3,773
Research and development costs* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898,081 126,622
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (1,203) (2,984)
Lease payments not included in the measurement of
lease liabilities* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(c) 33 –
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869 –
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,464 15,965
Employee benefit expense (excluding directors’, chief
executive’s and supervisor’s remuneration (note 8) )*:
Wages and salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,191 20,207
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118726 8,074
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,303 5,222
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,220 33,503
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (1,331) (1,347)
Loss on disposal of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–6 7
Gain on fair value changes of financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (499) (1,242)
* Research and development costs include expenses relating to depreciation of property, plant and equipment,
depreciation of right-of-use assets, lease payments not included in the measurement of lease liabilities and
employee benefit expense, which are also included in the respective total amounts disclosed separately
above for each of these types of expenses.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 320 ---
7. FINANCE COSTS
An analysis of finance costs from continuing operations is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Interest on bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118807 982
Interest on amounts due to a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388 294
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118329 195
Interest on redemption liabilities on a subsidiary’s shares /H1118/H1118/H1118 1,203 354
Interest on redemption liabilities on equity shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,266 15,033
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,993 16,858
8. DIRECTORS’, CHIEF EXECUTIVE’S AND SUPERVISOR’S REMUNERATION
Directors’, chief executive’s and supervisor’s remuneration for the Relevant Periods, disclosed pursuant to the
Listing Rules, section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies
(Disclosure of Information about Benefits of Directors) Regulation, is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Other emoluments:
Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118495 1,404
Pension scheme contributions and social welfare /H1118/H1118/H1118/H1118/H1118/H1118/H1118110 260
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 766
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118605 2,430
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118605 2,430
(a) Directors and supervisors
Salaries,
allowances and
benefits in kind
Pension scheme
contributions and
social welfare Total
RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2024
Chief executive and director:
Dr. Liu Heng (note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118375 110 485
Directors:
Dr. Sun Bill Nai-chau (note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860 – 60
Mr. Xu Wenchao (note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Ms. Gu Qin (note (iv)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Mr. Lin Jian (note (iv)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Supervisor:
Ms. Sun Cecily Rou-yun (note (viii)) /H1118/H1118/H1118/H1118/H1118 60 – 60
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118495 110 605
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 321 ---
Salaries,
allowances and
benefits in kind
Pension scheme
contributions and
social welfare
Share-based
payment expenses Total
RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2025
Chief executive and director:
Dr. Liu Heng (note (i)) /H1118/H1118/H1118/H1118/H1118/H1118700 123 – 823
Directors:
Dr. Sun Bill Nai-chau
(note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 2–– 9 2
Ms. Gu Qin (note (iv)) /H1118/H1118/H1118/H1118/H1118/H1118––––
Mr. Lin Jian (note (iv)) /H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Xue Di (note (v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Chen Kan (note (vi)) /H1118/H1118/H1118/H1118/H1118 ––––
Mr. Xie Ming (note (vii)) /H1118/H1118/H1118/H1118 580 137 766 1,483
Supervisor:
Ms. Sun Cecily Rou-yun (note
(viii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 2–– 3 2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,404 260 766 2,430
Notes:
(i) Dr. Liu Heng was appointed as a director of the Company with effect from 26 October 2020 and
re-designated as an executive director of the Company with effect from 15 August 2025. Dr. Liu Heng
was also the chief executive officer and the chairman of the Company and his remuneration disclosed
above included the remuneration for the services rendered by him as the chief executive and chairman.
(ii) Dr. Sun Bill Nai-chau was appointed as a director of the Company with effect from 26 October 2020
and was re-designated as an executive director on 15 August 2025.
(iii) Mr. Xu Wenchao was appointed as a director of the Company with effect from 27 September 2021 and
resigned on 27 December 2024.
(iv) Ms. Gu Qin and Mr. Lin Jian were appointed as directors of the Company with effect from 20 October
2022 and re-designated as non-executive directors of the Company with effect from 15 August 2025.
(v) Dr. Xue Di was appointed as a director of the Company with effect from 19 May 2025 and re-designated
as a non-executive director of the Company with effect from 15 August 2025.
(vi) Dr. Chen Kan was appointed as a director of the Company with effect from 19 May 2025 and
re-designated as a non-executive director of the Company with effect from 15 August 2025.
(vii) Mr. Xie Ming was appointed as a director of the Company with effect from 19 May 2025 and
re-designated as an executive director of the Company with effect from 15 August 2025. His
remuneration disclosed above included the remuneration for the services rendered by him before his
appointment as a director.
(viii) Ms. Sun Cecily Rou-yun was appointed as a supervisor of the Company with effect from 26 October
2020 and resigned with effect from 15 July 2025.
There was no arrangement under which a director or the chief executive waived or agreed to waive any
remuneration during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 322 ---
9. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees during the Relevant Periods included nil and one director, details of whose
remuneration are set out in note 8 above. Details of the remuneration for the Relevant Periods of the remaining five
and four highest paid employees who are neither a director nor chief executive of the Company are as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Salaries, bonuses and allowances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,379 2,836
Pension scheme contributions and social welfare /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118737 615
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118878 5,452
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,994 8,903
The number of non-director and non-chief executive highest paid employees whose remuneration fell within
the following bands is as follows:
Y ear ended 31 December
2024 2025
HKD500,001 to HKD1,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184–
HKD1,000,001 to HKD1,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181–
HKD2,000,001 to HKD2,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1
HKD2,500,001 to HKD3,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854
During the Relevant Periods, share options and restricted share units were granted to the non-director and
non-chief executive highest paid employees in respect of their services to the Group, further details of which are
included in the disclosures in note 26 to the Historical Financial Information. The fair values of such share options
and restricted share units, which have been recognised in profit or loss over the vesting period, were determined as
at the dates of grant and the amount included in the Historical Financial Information for the Relevant Periods are
included in the above non-director and non-chief executive highest paid employees’ remuneration disclosures.
During the Relevant Periods, no highest paid employees waived or agreed to waive any remuneration and no
remuneration was paid by the Group to any of the five highest paid employees as an inducement to join or upon
joining the Group or as compensation for loss of office.
10. INCOME TAX
Chinese mainland
Pursuant to the Corporate Income Tax Law of the People’s Republic of China and the respective regulations
(the “CIT Law”), the entities which operate in the Chinese mainland are subject to corporation income tax at a rate
of 25% on the taxable income during the Relevant Periods.
The Company is a qualified “High and New Technology Enterprise” (“HNTE”) and enjoys a reduced tax rate
of 15% from 2022 to 2024. This qualification is subject to review by the relevant tax authority in the PRC for every
three years. And the Company is subject to corporation income tax at a rate of 25% on the taxable income as at 31
December 2025.
Pursuant to Caishui [2023] No. 12 “Circular of the Ministry of Finance, the State Administration of Taxation
Issued on the Further support for Preferential Income Tax Policies for Small Low-profit Enterprises” (௅೼ਕᐼ
ʮѓ), one of the Group’s PRC subsidiaries, Longyan
Shanghai whose annual taxable income less than RMB3,000,000 will be included in the actual taxable income at 25%
based on which the enterprise income tax payable will be calculated at the reduced tax rate of 20%. This policy has
taken effect from 1 January 2023 and will expire on 31 December 2027.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 323 ---
Pursuant to the relevant CIT Law, the Company and Longyan Shanghai enjoyed a super deduction of 200% on
qualified research and development costs so incurred as tax deductible expenses when determining their assessable
profits for the Relevant Periods.
The income tax expense of the Group for the Relevant Periods is analysed as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Current income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Deferred income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
A reconciliation of the tax expense applicable to loss before tax at the statutory rates for the jurisdictions in
which the Company and its major subsidiaries are domiciled to the tax expense at the effective tax rates, and a
reconciliation of the applicable rates (i.e., the statutory tax rates) to the effective tax rates, are as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(137,321) (175,583)
Tax at the statutory tax rate (25%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,330) (43,896)
Lower tax rate enacted by local authority /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,311 751
Expenses not deductible for tax purposes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,708 5,820
Tax losses and temporary differences not recognised /H1118/H1118/H1118/H1118/H1118/H111828,969 65,472
Additional deductible allowance for qualified research and
development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,658) (28,147)
Tax charge at the Group’s effective rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
11. DIVIDENDS
No dividend was paid or declared by the Company during the Relevant Periods.
12. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
On 7 August 2025, the Company was converted to a joint stock limited liability company. A total of 60,000,000
shares of par value of RMB1.00 each were issued and allotted to the respective shareholders of the Company
according to the paid-in capital registered under these shareholders on that day. The conversion of paid-in capital to
share capital with par value of RMB1.00 each is applied retrospectively for the Relevant Periods for the purpose of
computation of basic loss per share.
The calculation of the basic loss per share amount is based on the loss attributable to ordinary equity holders
of the parent, and the weighted average number of ordinary shares of 47,472,705, and 56,642,707 in issue during the
Relevant Periods, respectively.
No adjustment has been made to the basic loss per share amounts presented for the Relevant Periods in respect
of a dilution as the impact of the redemption liabilities on equity shares and share-based payments had an anti-dilutive
effect on the basic loss per share amounts presented.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 324 ---
The calculation of basic and diluted loss per share is based on:
Y ear ended 31 December
2024 2025
Loss
Loss attributable to ordinary equity holders of the parent,
used in the basic loss per share calculation (RMB’000) /H1118/H1118/H1118 (137,321) (175,583)
Ordinary shares
Weighted average number of ordinary shares in issue during
the year used in the basic loss per share calculation /H1118/H1118/H1118/H1118/H111847,472,705 56,642,707
Loss per share (RMB per share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2.89) (3.10)
13. PROPERTY, PLANT AND EQUIPMENT
The Group
Leasehold
improvements
Laboratory
equipment
Office and
electronic
equipment Motor vehicles
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 13,013 4,881 – 5,009 22,903
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (8,245) (3,876) – – (12,121)
Net carrying amount /H1118/H1118/H1118 – 4,768 1,005 – 5,009 10,782
At 1 January 2024, net of
accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,768 1,005 – 5,009 10,782
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 126 216 226 3,804 4,372
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,813 – – – (8,813) –
Depreciation provided
during the year /H1118/H1118/H1118/H1118/H1118(2,145) (771) (624) – – (3,540)
At 31 December 2024, net
of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,668 4,123 597 226 – 11,614
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,813 13,139 5,097 226 – 27,275
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,145) (9,016) (4,500) – – (15,661)
Net carrying amount /H1118/H1118/H11186,668 4,123 597 226 – 11,614
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 325 ---
Leasehold
improvements
Laboratory
equipment
Office and
electronic
equipment Motor vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,813 13,139 5,097 226 27,275
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(2,145) (9,016) (4,500) – (15,661)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,668 4,123 597 226 11,614
At 1 January 2025, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H11186,668 4,123 597 226 11,614
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118825 1,358 391 – 2,574
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (67) – (67)
Depreciation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,011) (541) (223) (54) (3,829)
At 31 December 2025, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H11184,482 4,940 698 172 10,292
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,638 14,497 5,421 226 29,782
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(5,156) (9,557) (4,723) (54) (19,490)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,482 4,940 698 172 10,292
The Company
Leasehold
improvements
Laboratory
equipment
Office and
electronic
equipment
Construction in
progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,992 3,536 – 14,528
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118– (2,287) (2,392) – (4,679)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,705 1,144 – 9,849
At 1 January 2024, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118– 8,705 1,144 – 9,849
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 126 213 3,804 4,143
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,804 – – (3,804) –
Depreciation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(346) (1,045) (666) – (2,057)
At 31 December 2024, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H11183,458 7,786 691 – 11,935
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,804 11,118 3,749 – 18,671
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(346) (3,332) (3,058) – (6,736)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,458 7,786 691 – 11,935
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 326 ---
Leasehold
improvements
Laboratory
equipment
Office and
electronic
equipment Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,804 11,118 3,749 18,671
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118(346) (3,332) (3,058) (6,736)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,458 7,786 691 11,935
At 1 January 2025, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H11183,458 7,786 691 11,935
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118825 1,530 391 2,746
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (43) (43)
Depreciation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(871) (1,080) (240) (2,191)
At 31 December 2025, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H11183,412 8,236 799 12,447
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,629 12,648 4,097 21,374
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118(1,217) (4,412) (3,298) (8,927)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,412 8,236 799 12,447
14. LEASES
The Group as a lessee
The Group has lease contracts for various items of laboratories and office premises used in its operations.
Leases of laboratories and office premises generally have lease terms between 1.1 and 5 years. Generally, the Group
is restricted from assigning and subleasing the leased assets outside the Group.
(a) Right-of-use assets
The carrying amounts of the Group’s right-of-use assets and the movements during the Relevant Periods
are as follows:
Laboratories and
office premises
RMB’000
31 December 2024
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,347
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,887
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,710)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,524
31 December 2025
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,524
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,773)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,751
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 327 ---
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,128 7,036
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,887 –
Accretion of interest recognised during the year /H1118/H1118/H1118/H1118/H1118 329 195
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,308) (4,308)
Carrying amount at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,036 2,923
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,113 2,129
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,923 794
The maturity analysis of lease liabilities is disclosed in note 32 to the Historical Financial Information.
(c) The amounts recognised in profit or loss in relation to leases are as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118329 195
Depreciation charge of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,710 3,773
Expenses relating to short-term leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 –
Total amount recognised in profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,072 3,968
(d) The total cash outflows for leases are disclosed in note 27 (c) to the Historical Financial Information.
15. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Non-current:
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,234 11,084
Rental deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,135 111
Prepayment for property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,245
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,369 12,440
Current:
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,991 5,844
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859 1,097
Deferred listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118643 3,990
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,693 10,931
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 328 ---
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Non-current:
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,943 10,547
Rental deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111 111
Prepayment for property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,245
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,054 11,903
Current:
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,604 5,759
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891 8
Deferred listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118643 3,990
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,256 9,767
The financial assets included in the above balances relate to receivables for which there was no recent
history of default and past due amounts. In addition, there is no significant change in the economic factors
based on the assessment of the forward-looking information, so the directors of the Company are of the opinion
that the ECLs in respect of these balances are minimal. The balances are not secured with collateral.
16. CASH AND CASH EQUIV ALENTS, PLEDGED DEPOSITS AND RESTRICTED CASH
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,614 95,932
Less:
Pledged deposits (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,990 –
Restricted cash (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 881
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,624 95,051
Denominated in
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,467 47,550
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,157 47,501
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,624 95,051
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,471 75,841
Less:
Pledged deposits (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,990 –
Restricted cash (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 881
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,481 74,960
Denominated in
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,324 27,459
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,157 47,501
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,481 74,960
(i) It mainly represents pledged deposits in commercial banks primarily for bills payable as at 31 December
2024. None of these deposits are either past due or impaired.
(ii) A bank account of the Company was temporarily frozen in December 2025 due to a litigation related
to a dispute on the settlement of payment to a financial advisor.
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 329 ---
The RMB is not freely convertible into other currencies, however, under the Chinese mainland’s Foreign
Exchange Control Regulations and Administration of Settlement, and Sale and Payment of Foreign Exchange
Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to conduct
foreign exchange business.
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short term time deposits are
made for varying periods of between one month and three months depending on the immediate cash requirements of
the Group, and earn interest at the respective short term time deposit rates. The bank balances and time deposits are
deposited with creditworthy banks with no recent history of default.
17. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
The Group and the Company
As at 31 December
2024 2025
RMB’000 RMB’000
Structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,095 95,211
The structured deposits were purchased from reputable banks in the Chinese mainland. They were mandatorily
classified as financial assets at fair value through profit or loss as their contractual cash flows are not solely payments
of principal and interest.
18. TRADE AND OTHER PAYABLES
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Current:
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,761 5,717
Accrued research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,304 28,952
Payroll payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,688 3,108
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865 207
Payables for purchase of property and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,209 642
Accrued listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106 4,798
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118935 2,338
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,068 45,762
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Current:
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,761 5,358
Accrued research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,304 28,952
Payroll payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,447 3,042
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861 202
Payables for purchase of property and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118742 174
Accrued listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106 4,798
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118915 2,338
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,336 44,864
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 330 ---
Other payables are unsecured and non-interest-bearing. The carrying amounts of financial liabilities included
in trade and other payables as at the end of each of the Relevant Periods approximated to their fair values due to their
short-term maturities.
An ageing analysis of the trade and bills payables as at the end of each of the Relevant Periods, based on the
invoice date, is as follows:
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,455 4,472
3 months to 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,306 1,245
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,761 5,717
Trade payables are non-interest-bearing and are normally settled on terms of 30 to 120 days.
19. INTEREST-BEARING BANK BORROWINGS
The Group and the Company
As at 31 December 2024 As at 31 December 2025
Effective
interest
rate (%) Maturity RMB’000
Effective
interest
rate (%) Maturity RMB’000
Current
Bank loans-secured /H1118/H1118/H1118/H1118/H1118/H1118/H11182.55-2.80 2025 27,877 – – –
Bank loans-unsecured /H1118/H1118/H1118/H1118/H1118/H11183.00 2025 10,000 2.45-2.70 2026 35,000
37,877 35,000
As at 31 December
2024 2025
RMB’000 RMB’000
Analysed into:
Bank loans repayable:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,877 35,000
The guarantee amounts provided by the related parties during the Relevant Periods are as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
Dr. Liu Heng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,877 –
Dr. Liu Heng, Ms. Lu Nan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,000 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,877 –
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 331 ---
20. DEFERRED INCOME
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Income-related government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,450 3,357
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,040 560
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,410 2,797
The movements in deferred income during the Relevant Periods are as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
At beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,040 4,450
Grants received during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,410 947
Credited to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2,040)
At end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,450 3,357
21. REDEMPTION LIABILITIES ON A SUBSIDIARY’S SHARES
In February 2021, certain shareholders of the Company, the Company and LongBio Changshu, a subsidiary of
the Company, entered into a share purchase agreement with Changshu Southeast Industrial Investment Co., Ltd.
(“Southeast Investment”). Pursuant to the agreement, capital contributed by Southeast Investment which has been
injected into LongBio Changshu shall all be redeemable by certain shareholders of the Company or other parties
designated by these certain shareholders, the Company or LongBio Changshu upon occurrence of the following
certain contingent events which cannot be controlled by the Company or LongBio Changshu:
(i) Dr. Liu Heng loses control of LongBio Changshu for any reason;
(ii) Dr. Liu Heng or LongBio Changshu’s key management personnel incurs substantial integrity issues that
prejudice the interests of LongBio Changshu;
(iii) Any material breach of the investment agreement, LongBio Changshu’s articles of association, and the
respective litigation and regulation requirements by Dr. Liu Heng, the existing shareholders and
LongBio Changshu;
(iv) Any material omission or misleading of information and documents that relates to the execution of this
investment agreement;
(v) Incompleteness of phase 1 clinical trial of LP-003 and LP-005 by end of 2023;
(vi) Failure to redeem the shares held by Southeast Investment by 31 December 2023.
The share purchase price is calculated as the higher of (i) the respective issue price, plus a 6% simple interest
per annum accrued on the redeemable shares’ issuance price from the issuance date, minus all dividends paid on such
redeemable shares and (ii) the evaluated net assets of LongBio Changshu at the time of redemption attributable to
Southeast Investment according to the share percentage.
In June 2024, the Company, LongBio Changshu and Southeast Investment entered into a supplementary
agreement and extended the last date, 31 December 2023, for (vi) above: redemption of the shares held by Southeast
Investment to 31 December 2024. Subsequently, the Company entered into an agreement with Southeast Investment
to acquire the shares of LongBio Changshu held by Southeast Investment at the consideration of RMB23,990,000 in
March 2025 and it was completed in April 2025.
Presentation and classification
The redemption obligations give rise to financial liabilities, which are measured at the net present value of the
redemption amount in the consolidated financial statements and financial liabilities at FVTPL in the Company
financial statements.
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 332 ---
The movements of redemption liabilities during the Relevant Periods are set out below:
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,433 23,636
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,203 354
Exercise of the redemption right /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (23,990)
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,636 –
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,026 4,004
Fair value changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118978 (14)
Exercise of the redemption right /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,990)
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,004 –
22. REDEMPTION LIABILITIES ON EQUITY SHARES
The Group and the Company
In July 2021, the Company issued 1,641,667 series A registered capital with a par value of RMB1.00 per share
(“Series A Shares”) to several independent investors for a total consideration of RMB98,500,000 or RMB60.00 per
share.
In August 2022, the Company issued 207,069 series A+ registered capital with a par value of RMB1.00 per
share (“Series A+ Shares”) to several independent investors for a total consideration of RMB17,000,000 or
RMB82.10 per share.
In October 2022, the Company issued 97,603 series A++ registered capital with a par value of RMB1.00 per
share (“Series A++ Shares”) to several independent investors for a total consideration of RMB10,000,000 or
RMB102.46 per share.
In October 2023, the Company issued 616,653 series B1 registered capital with a par value of RMB1.00 per
share (“Series B1 Shares”) to several independent investors for a total consideration of RMB97,200,000 or
RMB157.63 per share.
In November 2023, the Company issued 95,163 series B1 registered capital with a par value of RMB1.00 per
share (“Series B1 Shares”) to several independent investors for a total consideration of RMB15,000,000 or
RMB157.63 per share.
In December 2024, the Company issued 332,993 Series B2 registered capital with a par value of RMB1.00 per
share (“Series B2 Shares”) to several independent investors for a total consideration of RMB60,000,000 or
RMB180.18 per share.
In March 2025, the Company issued 81,485 Series B3 registered capital with a par value of RMB1.00 per share
(“Series B3 Shares”) to several independent investors for a total consideration of RMB16,000,000 or RMB196.36 per
share.
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 333 ---
In May 2025, the Company issued 1,008,904 Series C registered capital with a par value of RMB1.00 per share
(“Series C Shares”) to several independent investors for a total consideration of RMB207,800,000 or RMB205.97 per
share.
Series A Shares, Series A+ Shares, Series A++ Shares, Series B1 Shares, Series B2 Shares, Series B3 Shares
and Series C Shares are collectively referred to as the “Shares”. The holders of the Shares are collectively referred
to as the “Shareholders”.
The key terms of the Shares are summarised as follows:
(1) Redemption features
Upon occurrence of the following events which cannot be controlled by the Company, the Shares shall
be redeemable by the Company at the option of the Shareholders:
(i) the Company fails to achieve a qualified Initial Public Offering (“IPO”) or qualified overall sale
of the Company before 31 December 2028;
(ii) the Company and its subsidiaries incur substantial impediments to the qualified IPO of the
Company, which cannot be rectified in accordance with relevant laws and regulations or which
the Company and its existing shareholders or controlling shareholders reject the rectification;
(iii) Dr. Liu Heng loses control of the Company for any reason;
(iv) any material breach of the investment agreement by Dr. Liu Heng and it cannot be rectified
according to the Shareholders’ requirement within a specific period;
(v) any Shareholder raises a redemption request with no occurrence of any redemption event, and it
has been agreed by the Company, the co-founders of the Company and Dr. Liu Heng;
(vi) the Group or the co-founders of the Company undergo events that may cause significant obstacles
to the qualified IPO of the Company or engage in significant actions that may cause significant
loss to the interests of the Shareholders and which cannot be rectified within 60 days from receipt
of the notification from the Shareholders; or
(vii) any Shareholder elects to exercise its redemption right upon occurrence of any of the redemption
events.
The redemption amount is calculated as the higher of (i) the original investment principal from the
Shareholders with an annual simple interest rate of 10% of the original investment principal minus any
dividends paid for a period of time commencing from the actual investment payment date to the actual
settlement date of redemption amount and (ii) the net assets of the Company at the time of transfer attributable
to the Shareholders according to the share percentage.
(2) Liquidation preference
If the Company goes into liquidation, the Shareholders shall have the right of liquidation preference to
the other shareholders of the Company. The Shareholders shall be entitled to be paid out of the funds and assets
available for distribution to the members of the Company, an amount per share equal to the higher of the
original issue price for each series equity share with an annual compound interest rate of 10% plus any
dividends declared but unpaid or the liquidation assets available to the investors in proportion to its equity
interest at that time thereon in the sequence as follows:
(1) Series C Shares
(2) Series B3 Shares and Series B2 Shares
(3) Series B1 Shares
(4) Series A Shares, Series A+ Shares and Series A++ Shares
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 334 ---
(3) Anti-dilution right
If the Company increases its paid-in capital at a price lower than the price paid by the Shareholders on
a per paid-in capital basis, the Shareholders have a right to require the Company to issue additional paid-in
capital at the lowest issue price permitted by law to the Shareholders or receive cash compensation from the
Company, the Shareholders also have a right to require the Controlling Shareholders to transfer shares to the
investors at the lowest issue price permitted by law or receive cash compensation from the controlling
shareholders, so that the total amount paid by the Shareholders divided by the total amount of the paid-in
capital obtained is equal to the price per paid-in capital in the new issuance.
Presentation and Classification
The redemption obligations give rise to financial liabilities, which are measured at the net present
value of the redemption amount in the consolidated financial statements and presented as redemption
liabilities on equity shares in the statements of financial position. Accordingly, the carrying amount of
the financial liabilities of all redemption liabilities was derecognised upon the termination of the
redemption features.
Pursuant to the investment agreements of Series C Shares entered into by the Company and all
Shareholders, the redemption rights involving the Group as the obligor were automatically terminated
from 30 May 2025 and such redemption rights will not be reinstated.
The movements of the redemption liabilities on equity shares included in financial liabilities at
amortised cost as at 31 December 2024 and 2025 are set out below:
As at 31 December
2024 2025
RMB’000 RMB’000
At beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270,472 358,738
Issuance of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,000 223,771
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,266 15,033
Termination of redemption rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (597,542)
At end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118358,738 –
23. DEFERRED TAX
The movements in deferred tax liabilities and assets during the Relevant Periods are as follows:
Deferred tax liabilities
Right-of-use assets
RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,087
Deferred tax credited to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(467)
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,620
Deferred tax credited to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(931)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118689
Deferred tax assets
Tax Losses Lease liabilities Total
RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,087 2,087
Deferred tax credit/(charged) to profit or loss during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162 (629) (467)
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162 1,458 1,620
Deferred tax credit/(charged) to profit or loss during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897 (1,028) (931)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118259 430 689
APPENDIX I ACCOUNTANTS’ REPORT
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For presentation purposes, certain deferred tax assets and liabilities have been offset in the statement of
financial position. The following is an analysis of the deferred tax balances of the Group for financial reporting
purposes:
As at 31 December
2024 2025
RMB’000 RMB’000
Net deferred tax assets recognised in the consolidated
statement of financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Net deferred tax liabilities recognised in the consolidated
statement of financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
The Group has accumulated tax losses in the Chinese mainland of RMB476,006,000 and RMB742,663,000 as
at 31 December 2024 and 2025, respectively, which would expire within one to ten years for offsetting against future
taxable profits of the companies in which the losses arose.
The Group has unrecognised deductible temporary differences of RMB4,952,000 and RMB3,863,000 as at 31
December 2024 and 2025, respectively.
Deferred tax assets have not been recognised in respect of these losses and temporary differences as they have
arisen in the Company and a subsidiary that have been loss-making for some time and it is not considered probable
that taxable profits in foreseeable future will be available against which the tax losses can be utilised.
24. SHARE CAPITAL/PAID-IN CAPITAL
The Group and the Company
Pursuant to the shareholders’ resolutions dated 15 July 2025, the then existing shareholders of the Company
approved the conversion of the Company into a joint stock company with limited liability with 60,000,000 shares in
a nominal value of RMB1.00 each. The net assets of the Company as of 31 May 2025 were converted to 60,000,000
ordinary shares at RMB1.00 each and issued to the then shareholders of the Company in proportion to their capital
contribution to the Company. The remaining amount was converted into share premium. Upon the completion of
registration on 7 August 2025, the Company was converted into a joint stock company with limited liability.
A summary of movements in the Company’s paid-in capital and share capital is as follows:
Paid-in capital/Share capital
RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,658
Capital contributions by shareholders (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118333
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,991
Capital contributions by shareholders (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,757
Conversion into a joint stock company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,252
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,000
(i) Pursuant to the share purchase agreement of the Series B2 Shares, shareholders of Series B2 Shares
made capital injections of RMB30,000,000 and USD4,173,000 (equivalent to RMB30,000,000) in total
into the Company in September 2024, among which RMB333,000 was credited to the Company’s
paid-in capital and the remaining RMB59,667,000 was credited to capital reserve.
(ii) Pursuant to the capital increase agreement in May 2022, certain ordinary shareholders agreed to made
capital injections of a total amount of RMB40,000,000 into the Company and the capital injections were
completed in May 2025, among which RMB666,000 was credited to the Company’s paid-in capital and
the remaining RMB39,334,000 was credited to capital reserve.
Pursuant to the share purchase agreement of the Series B3 Shares, shareholders of Series B3 Shares
made a capital injection of RMB16,000,000 into the Company in March 2025, among which
RMB82,000 was credited to the Company’s paid-in capital and the remaining RMB15,918,000 was
credited to capital reserve.
Pursuant to the share purchase agreement of the Series C Shares, shareholders of Series C Shares made
capital injections of RMB134,600,000 and USD10,189,000 (equivalent to RMB73,200,000) into the
Company in May 2025, among which RMB1,009,000 was credited to the Company’s paid-in capital and
the remaining RMB206,791,000 was credited to capital reserve.
APPENDIX I ACCOUNTANTS’ REPORT
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25. RESERVES
The Group
The amounts of the Group’s reserves and the movements therein are presented in the consolidated statements
of change in equity on page I-6 of the Historical Financial Information.
Share premium
The share premium represents the difference between the par value of the shares issued and the consideration
received.
Share-based payment reserve
The share-based payment reserve represents the reserve arising from share-based payment transactions, further
details of which are included in note 26 to the Historical Financial Information.
Other reserve
Other reserve mainly represents recognition or termination of redemption liabilities on equity shares.
The Company
Capital reserve/
Share premium
Share-based
payment
reserve Other reserve
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118235,042 4,117 (237,700) (201,676) (200,217)
Capital contributions by
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,66 7––– 59,667
Loss and total
comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (136,761) (136,761)
Recognition of redemption
liabilities on equity
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (60,000) – (60,000)
Recognition of share-based
payment expenses /H1118/H1118/H1118/H1118 – 726 – – 726
At 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118294,709 4,843 (297,700) (338,437) (336,585)
Capital contributions by
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118262,01 4––– 262,014
Loss and total
comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (171,841) (171,841)
Recognition of redemption
liabilities on equity
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (223,771) – (223,771)
Recognition of share-based
payment expenses /H1118/H1118/H1118/H1118 – 8,840 – – 8,840
Termination of redemption
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 597,542 – 597,542
Capitalisation issue (a) /H1118/H1118/H1118(375,642) – (76,071) 401,461 (50,252)
At 31 December 2025 /H1118/H1118/H1118181,081 13,683 – (108,817) 85,947
(a) On 7 August 2025, the Company was converted into a joint stock company with limited liability under
the Company Law of the PRC. The net assets of the Company under PRC Generally Accepted
Accounting Principles as of the conversion base date amounting to RMB241,081,000 were converted
into 60,000,000 share capital at RMB1.00 each and RMB181,081,000 in share premium.
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 337 ---
26. SHARE-BASED PAYMENT TRANSACTIONS
Share Options
The Company established an employee incentive platform and operated a share option scheme for core
employees which was adopted pursuant to the resolution passed in 2021 (the “2021 Scheme”) for the purpose of
providing incentives and rewards to eligible employees who contribute to the success of the Group’s operations. In
June 2025, the 2021 Scheme was cancelled and the expense not yet recognised for the share options was recognised
immediately, treated as an acceleration of vesting on the date of cancellation.
Under the 2021 Scheme, the directors of the Company approved up to 796,000 options to be granted and in
year of 2021, a total number of 152,434 options have been granted to eligible employees of the Group to subscribe
for shares in the Company. The exercise price is RMB1.00 per option and the 2021 Scheme will expire in 5 years.
The Group accounts for the 2021 Scheme as equity-settled plans. Share options do not confer rights on the holders
to dividends or to vote at shareholders’ meetings.
No options have been granted during the Relevant Periods. The numbers of the share options outstanding as
at 31 December 2024 and 2025 were 124,972 and nil, respectively.
The fair values of the options as at the grant dates were determined by using the Black-Scholes option pricing
model. Major inputs used for the determination of the fair values of ordinary shares are listed as follows:
At grant dates
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850.00%
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.00%
Dividend yield /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
During the years ended 31 December 2024 and 2025, share-based payment expenses of RMB726,000 and
RMB2,383,000 were charged to profit or loss, respectively.
Restricted share units (the “RSUs”)
In 2025, the board of directors of the Company passed a resolution to adopted a share award scheme (the
“RSUs Scheme”) for the purpose of providing incentives and rewards to eligible employees and directors of the
Company who contribute to the success of the Group’s operations. Suzhou Taiwu holds the Company’s paid-in capital
of RMB796,000 (equal to 4,895,400 shares after conversion into a joint stock company), to implement the RSUs
scheme, and under the RSUs Scheme, the eligible employees and directors shall subscribe for partnership interests
of Suzhou Taiwu at a consideration price of RMB7.00 per registered capital (equal to RMB1.14 per share after
conversion into a joint stock company) and indirectly hold the incentive shares of the Company.
Subject to the terms and conditions as set out in the RSUs Scheme, the RSUs are vested in the portions of 25%,
25%, 25% and 25% on the first, second, third and fourth anniversaries of the restricted share registration date,
respectively. In addition to meeting the time-based vesting condition, the RSUs which shall vest also depends on the
completion of public offering.
The fair value of services received in return for shares granted to employees and directors was measured by
reference to the fair value of the shares granted and the subscription price paid by employees and directors. Details
of the granted share units are as follows:
Date of grant
Number of
restricted
share units
Subscription
price per
share unit
Fair value
of the
share units
23 May 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118262,257 RMB7.00 RMB93.45
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 338 ---
The following RSUs were outstanding under the Scheme during the Relevant Periods:
Number of RSUs
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Granted during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118262,257
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118262,257
The fair values of the restricted share units as at the grant date were determined with reference to the fair value
of ordinary shares on the grant dates, using back-solve method. Major inputs used for the determination of the fair
values of ordinary shares are listed as follows:
At grant dates
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853.00%
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.52%
Dividend yield /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
During the two years ended 31 December 2024 and 2025, share-based payment expenses of nil and
RMB6,457,000 were charged to profit or loss, respectively.
27. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
During the Relevant Periods, the Group had non-cash additions to right-of-use assets and lease liabilities of
RMB1,887,000 and nil in the consolidated statements of financial position as at 31 December 2024 and 2025,
respectively.
During the year ended 31 December 2025, the Group had non-cash additions to other reserve of
RMB597,542,000 in the consolidated statements of financial position as at 31 December 2025 due to the termination
of redemption rights of the equity shares.
(b) Changes in liabilities arising from financing activities
Lease
liabilities
Interest-
bearing bank
borrowings
Amounts due
to a related
party
Redemption
liabilities on a
subsidiary’s
shares
Redemption
liabilities on
equity shares
Accrued
listing
expenses
included in
trade and
other payable
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H11189,128 13,000 – 22,433 270,472 –
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,88 7–––– 6 7 1
Changes from
financing cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,308) 24,070 20,000 – 60,000 –
Accretion of interest /H1118 329 807 388 1,203 28,266 –
Payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (649)
At 31 December 2024
and 1 January
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,036 37,877 20,388 23,636 358,738 22
Changes from
financing cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,308) (3,859) (20,682) (23,990) 223,771 (2,406)
Termination of
redemption rights /H1118/H1118 –––– (597,542) –
Accretion of interest /H1118 195 982 294 354 15,033 –
Addition in deferred
listing expense /H1118/H1118/H1118 ––––– 3,358
At 31 December
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,923 35,000 – – – 974
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 339 ---
(c) Total cash outflow for leases
The total cash outflow for leases included in the consolidated statements of cash flows is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Within operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 –
Within financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,308 4,308
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,341 4,308
28. COMMITMENTS
The Group had the following capital commitments at the end of each of the Relevant Periods.
As at 31 December
2024 2025
RMB’000 RMB’000
Contracted, but not provided for:
Acquisition of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118197 1,245
29. RELATED PARTY TRANSACTIONS
Name and relationship of related parties
Name of related parties Relationship
PharMab, Inc. ( ϛശ(ɪऎ)ʮ̡)
(“PharMab”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by a director of the Company
Dr. Liu Heng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The co-founder, chairman of the board, executive
director, chief executive officer and general manager of
the Company
Ms. Lu Nan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Spouse of Dr. Liu Heng
(a) The Group had the following transactions with related parties during the Relevant Periods:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Borrowings from PharMab /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,000 –
Interest expense to PharMab /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388 294
Repayment of borrowings to PharMab /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20,682
(b) Other transactions with related parties
Dr. Liu Heng and Ms. Lu Nan have guaranteed certain bank loans made to the Group as disclosed in note 19,
and the guarantee has been fully released in August 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 340 ---
(c) Outstanding balances with related parties:
The Group and the Company
As at 31 December
2024 2025
RMB’000 RMB’000
Non-trade
Amounts due to a related party - PharMab /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,388 –
The amounts due to a related party, PharMab, including the loan principal and interest payable, were unsecured
and repayable in March 2026. The interest is charged at 2.45% annually, and the principal and interest will be paid
at maturity. The loan and its accrued interest were fully repaid by the Company in August 2025.
(d) Compensation of key management personnel of the Group:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118736 1,280
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118225 260
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877 766
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,038 2,306
Further details of directors’, chief executive’s and supervisor’s emoluments are included in note 8 to the
Historical Financial Information.
(e) Redemption rights of the pre-IPO investors granted by Dr. Liu Heng
Pursuant to the investment agreements of Series C Shares entered into by the Company and all Shareholders,
the redemption rights involving the Group as the obligor were automatically terminated from 30 May 2025 and such
redemption rights will not be reinstated. The redemption right involving Dr. Liu as the obligor was cease to be
effective from the day before the listing application was submitted to the Stock Exchange, and the redemption right
involving Dr. Liu as the obligor shall automatically be reinstated in the certain specific events, and all special rights
involving Dr. Liu Heng as the obligor will be terminated upon the successfully listing on the Stock Exchange.
According to the management of the Company, there were no side agreements or arrangements between the
Company and Dr. Liu Heng regarding the redemption rights of the pre-IPO investors, nor had the Company provided
any form of guarantee in connection with any potential default or failure by Dr. Liu Heng to fulfil his obligations
relating to such redemption rights. Although the Company was a signing party to the agreements entered into between
the pre-IPO investors and Dr. Liu Heng, the Company had no connection or involvement in the arrangements
concerning redemption rights between the pre-IPO investors and Dr. Liu Heng, nor did it bear any obligation to
repurchase any Shares under such terms. As the Company has no obligation to repurchase the shares, no liability was
recognized for the investments from the pre-IPO investors during the Relevant Periods.
30. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at the end of each of the Relevant
Periods are as follows:
Financial assets
As at 31 December
2024 2025
RMB’000 RMB’000
Financial assets at FVTPL:
Structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,095 95,211
Financial assets at amortised cost:
Financial assets included in prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,193 1,208
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,990 –
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 881
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,624 95,051
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,807 97,140
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 341 ---
Financial liabilities
As at 31 December
2024 2025
RMB’000 RMB’000
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,315 42,447
Redemption liabilities on a subsidiary’ shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,636 –
Redemption liabilities on equity shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118358,738 –
Amounts due to a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,388 –
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,877 35,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118465,954 77,447
31. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Management has assessed that the fair values of cash and cash equivalents, the current portion of pledged
deposits, restricted cash, financial assets included in prepayments, other receivables and other assets, financial
liabilities included in trade and other payables, redemption liabilities on a subsidiary’s shares, redemption liabilities
on equity shares and amounts due to a related party approximate to their carrying amounts largely due to the
short-term maturities of these instruments.
The Group’s finance department headed by the finance manager is responsible for determining the policies and
procedures for the fair value measurement of financial instruments. At the end of each of the Relevant Periods, the
finance department analyses the movements in the values of financial instruments and determines the major inputs
applied in the valuation. The directors review the results of the fair value measurement of financial instruments
periodically for financial reporting.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following
methods and assumptions were used to estimate the fair values:
The fair values of the non-current portion of financial assets included in prepayments, other receivables and
other assets have been calculated by discounting the expected future cash flows using rates currently available for
instruments with similar terms, credit risk and remaining maturities.
The fair value of redemption liabilities on a subsidiary’s shares and equity shares is determined using the net
present value of the redemption amount. Further details are set out in notes 21 and 22 to the Historical Financial
Information.
Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:
Assets measured at fair value:
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs Total
(Level 1) (Level 2) (Level 3)
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 40,095 – 40,095
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 342 ---
As at 31 December 2025
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs Total
(Level 1) (Level 2) (Level 3)
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 95,211 – 95,211
32. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash and cash equivalents, pledged deposits, restricted
cash, financial assets at FVTPL, interest-bearing bank borrowings, redemption liabilities on equity shares and
redemption liabilities on a subsidiary’s shares. The main purpose of these financial instruments is to raise finance for
the Group’s operations. The Group has various financial assets and liabilities such as financial assets included in
prepayments, other receivables and other assets, financial liabilities included in trade and other payables and amounts
due to a related party, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are foreign currency risk, credit risk and
liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are
summarised below.
Foreign currency risk
The Group has transactional currency exposures. Such exposures arise from financing activities by subsidiaries
in currencies other than the subsidiaries’ functional currencies. The following table demonstrates the sensitivity at the
end of each of the Relevant Periods to a reasonably possible change in the USD and RMB exchange rates, with all
other variables held constant, of the Group’s loss before tax and equity (due to changes in the fair value of monetary
assets and liabilities).
Increase/(decrease)
in rate of foreign
currency
Increase/(decrease)
in loss before tax
Increase/(decrease)
in equity
% RMB’000 RMB’000
31 December 2024
If RMB weakens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (1,508) 1,508
If RMB strengthens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5) 1,508 (1,508)
31 December 2025
If RMB weakens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (2,375) 2,375
If RMB strengthens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5) 2,375 (2,375)
Credit risk
The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all
customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable
balances are monitored on an ongoing basis and the Group’s exposure to bad debts is not significant.
The credit risk of the Group’s financial assets, which comprise cash and cash equivalents, pledged deposits and
financial assets included in prepayments, other receivables and other assets, arises from default of the counterparty,
with a maximum exposure equal to the carrying amounts of these instruments.
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 343 ---
Maximum exposure and year-end staging
The tables below show the credit quality and the maximum exposure to credit risk based on the Group’s credit
policy, which is mainly based on past due information unless other information is available without undue cost or
effort, and year-end staging classification as at the end of each of the Relevant Periods.
The amounts presented are gross carrying amounts for financial assets.
The Group
As at 31 December 2024
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Financial assets included in
prepayments, other receivables
and other assets — Normal* /H1118/H1118/H1118/H11181,19 3––– 1,193
Pledged deposits — Not yet past
due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,99 0––– 1,990
Cash and cash equivalents — Not
yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,624 – – – 66,624
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,807 – – – 69,807
As at 31 December 2025
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Financial assets included in
prepayments, other receivables
and other assets — Normal* /H1118/H1118/H1118/H11181,20 8––– 1,208
Restricted cash — Not yet past due /H1118 8 8 1––– 8 8 1
Cash and cash equivalents — Not
yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,051 – – – 95,051
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,140 – – – 97,140
* The credit quality of the financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the
financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit
quality of the financial assets is considered to be “doubtful”.
Since the Group trades only with recognised and creditworthy third parties, there is no requirement for
collateral. There is no significant concentration of credit risk.
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management
of the Group to finance the operations and mitigate the effects of fluctuations in cash flows.
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 344 ---
The maturity profile of the Group’s financial liabilities and lease liabilities as at the end of each of the Relevant
Periods, based on the contractual undiscounted payments, is as follows:
The Group
As at 31 December 2024
Less than 1 year or
on demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,315 – 25,315
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,510 – 38,510
Redemption liabilities on a subsidiary’s shares /H1118/H1118 23,636 – 23,636
Redemption liabilities on equity shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 473,184 473,184
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,308 2,999 7,307
Amounts due to a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20,980 20,980
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891,769 497,163 588,932
As at 31 December 2025
Less than 1 year or
on demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,447 – 42,447
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,558 – 35,558
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,184 814 2,998
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,189 814 81,003
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as
a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’
value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions
and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may adjust
the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group is not subject
to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for
managing capital during the Relevant Periods.
33. EVENTS AFTER THE RELEV ANT PERIODS
There were no material subsequent events after the end of the Relevant Periods that require additional
disclosure or adjustments.
34. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of the companies now
comprising the Group in respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 345 ---
The following information does not form part of the Accountants’ Report from Ernst &
Young, Certified Public Accountants, Hong Kong, the Company’ s reporting accountants, as set
out in Appendix I to this prospectus, and is included for information purposes only. The
unaudited pro forma financial information should be read in conjunction with the section
headed “Financial Information” in this prospectus and the Accountants’ Report set out in
Appendix I to this prospectus.
A. UNAUDITED PRO FORMA CONSOLIDATED NET TANGIBLE ASSETS
The following unaudited pro forma consolidated net tangible assets has been prepared in
accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited and with reference to Accounting Guideline 7 “Preparation
of Pro Forma Financial Information for inclusion in Investment Circulars” issued by the Hong
Kong Institute of Certified Public Accountants (“HKICPA”) for illustration purpose only, and
is set out below to illustrate the effect of the Global Offering on our consolidated net tangible
liabilities as at 31 December 2025 as if Global Offering had taken place on that date. The
unaudited pro forma consolidated net tangible assets attributed to the owners of the parent has
been prepared for illustrative purposes only and because of its hypothetical nature, it may not
give a true picture of the financial position of the Group had the Global Offering been
completed as at 31 December 2025 or any future date. It is prepared based on the consolidated
net tangible assets as at 31 December 2025 as set out in the Accountants’ Report in Appendix
I to this prospectus, and adjusted as described below. The unaudited pro forma adjusted
consolidated net tangible assets does not form part of the Accountants’ Report on the Historical
Financial Information as set out in Appendix I to this prospectus.
Consolidated net
tangible assets
attributable to
owners of the
parent as at
31 December
2025
Estimated net
proceeds from
the Global
Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to
owners of the
parent as at
31 December
2025
Unaudited pro forma
adjusted consolidated
net tangible assets
attributable to owners
of the parent per
Share as at
31 December 2025
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4)
Based on an Offer Price of
HK$96.06 per Share /H1118/H1118/H1118/H1118/H1118140,515 1,115,379 1,255,894 16.93 19.37
Notes:
(1) The consolidated net tangible assets of the Group attributable to owners of the parent as at 31 December
2025 was arrived at after deducting other intangible assets of nil from the consolidated net assets
attributable to owners of the parent as at 31 December 2025 of RMB140,515,000.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 346 ---
(2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$96.06 per
Share after deduction of the underwriting fees and other related expenses payable by the Company
(excluding the listing expense that have been charged to profit or loss during the Track Record Period)
and do not take into account any Shares which may be issued upon exercise of the Over-allotment
Option.
(3) The unaudited pro forma adjusted net tangible assets per share is arrived at after adjustments referred
in note 2 above and on the basis that 74,193,150 shares in issue, assuming the Global Offering has been
completed on 31 December 2025 and do not take into account any Shares which may be issued upon
exercise of the Over-allotment Option.
(4) In connection with the preparation of the unaudited pro forma financial information, the unaudited pro
forma adjusted consolidated net tangible assets attributable to owners of the parent per Share are
converted into Hong Kong dollars at a rate of HK$1 = RMB0.8741. No representation is made that the
RMB amounts have been, could have been or may be converted into Hong Kong dollar, or vice versa
at that rate.
(5) Except as disclosed above, no adjustment has been made to reflect any trading result or other
transactions of our Group entered into subsequent to 31 December 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 347 ---
Ernst & Young
27/F , One T aikoo Place
979 King’s Road
Quarry Bay, Hon
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B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of LongBio Pharma (Suzhou) Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of LongBio Pharma (Suzhou) Co., Ltd. (the “Company”) and
its subsidiaries (hereinafter collectively referred to as the “Group”) by the directors of the
Company (the “Directors”) for illustrative purposes only. The unaudited pro forma financial
information consists of the unaudited pro forma consolidated net tangible assets as at 31
December 2025 and related notes as set out on pages II-1 to II-2 of Appendix II to the
prospectus dated 28 May 2026 (the “Prospectus”) issued by the Company (the “Unaudited Pro
Forma Financial Information”). The applicable criteria on the basis of which the Directors have
compiled the Unaudited Pro Forma Financial Information are described on pages II-1 to II-2
of Appendix II to the Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the global offering of shares of the Company on the Group’s financial
position as at 31 December 2025 as if the transaction had taken place at 31 December 2025.
As part of this process, information about the Group’s financial position, has been extracted by
the Directors from the Group’s financial statements for 31 December 2025, on which an
accountants’ report has been published.
Directors’ responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial
Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to
Accounting Guideline (“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion
in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (the
“HKICPA”).
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants as issued by the HKICPA, which is founded on
fundamental principles of integrity, objectivity, professional competence and due care,
confidentiality and professional behavior.
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Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related
Services Engagements which requires the firm to design, implement and operate a system of
quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to
you. We do not accept any responsibility for any reports previously given by us on any
financial information used in the compilation of the Unaudited Pro Forma Financial
Information beyond that owed to those to whom those reports were addressed by us at the dates
of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus as issued by the HKICPA. This standard
requires that the reporting accountants plan and perform procedures to obtain reasonable
assurance about whether the Directors have compiled the Unaudited Pro Forma Financial
Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG
7 as issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the Unaudited Pro
Forma Financial Information, nor have we, in the course of this engagement, performed an
audit or review of the financial information used in compiling the Unaudited Pro Forma
Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the
Prospectus is solely to illustrate the impact of the global offering of shares of the Company on
unadjusted financial information of the Group as if the transaction had been undertaken at an
earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the transaction would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma
Financial Information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the Directors
in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable
basis for presenting the significant effects directly attributable to the transaction, and to obtain
sufficient appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the Unaudited Pro Forma Financial Information reflects the proper application of
those adjustments to the unadjusted financial information.
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The procedures selected depend on the reporting accountants’ judgment, having regard to
the reporting accountants’ understanding of the nature of the Group, the transaction in respect
of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant
engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro
Forma Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled on the
basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma
Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing
Rules.
Ernst & Y oung
Certified Public Accountants
Hong Kong
28 May 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
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TAXATION IN THE PRC
Taxation on Dividends
Individual Investors
Under PRC Individual Income Tax Law () (the “IIT
Law”), promulgated on 10 September 1980 and amended on 31 August 2018, and its
implementation rules (ૢԷ), effective on 1 January
2019, dividends paid by PRC companies to individual investors are generally subject to a tax
at a rate of 20%.
In accordance with the Notice on Issues Concerning Differentiated IIT Policies for
Dividends and Bonuses of Listed Companies (݁
) (Cai Shui [2015] No. 101), issued on 7 September 2015, where an
individual acquires stocks of a listed company from public offering market or from the stock
transfer market and holds the stocks for more than one year, the income from dividends is
exempt from IIT; where an individual holds the stocks for one month or less, the full amount
of such income from dividends shall be included in taxable income; if the individual holds the
stocks for one month to one year, 50% of such income from dividends shall be included in
taxable income; the aforesaid income is subject to a flat rate of 20%.
Pursuant to the Arrangement between the Mainland China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income (ᅄ೼
τર), or the Arrangement for the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion with respect to Taxes on Income, executed on August 21, 2006,
the PRC government may impose tax on dividends paid by a company in mainland China to
a Hong Kong resident (including natural person and legal entity), but such tax shall not exceed
10% of the total amount of dividends payable. If a Hong Kong resident directly holds 25% or
more of the equity interests in a company in mainland China and the Hong Kong resident is
the beneficial owner of the dividends and meets other conditions, such tax shall not exceed 5%
of the total amount of dividends payable by the company in mainland China. The Fifth Protocol
to the Arrangement between the Mainland China and the Hong Kong Special Administrative
Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Income( <ᅄ೼ձԣ˟ਊဍ
τર>), or the Fifth Protocol, issued by the STA and effective on December
6, 2019 provides that such provisions shall not apply to arrangements or transactions made for
one of the primary purposes of obtaining such tax benefits.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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HK Individual Investors
Pursuant to the Arrangement between the Mainland PRC and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with Respect to Taxes on Income (ᅄ೼
τર), signed on 21 August 2006, tax on dividends paid by PRC companies
to Hong Kong individuals will not exceed 10% of the total amount of the dividends.
Enterprise Investors
Foreign Enterprise Investors
In accordance with the Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍ձ਷Άุ
) (the “EIT Law”), effective on 29 December 2018, and its implementation rules
(ૢԷ), effective on 20 January 2025, a non-resident
enterprise is generally subject to a 10% enterprise income tax on PRC-sourced income, if a
non-resident enterprise does not establish an institution or premise in the PRC or has an
institution or premise in the PRC but the PRC-sourced income is not connected with such
institution or premise in the PRC.
The Notice of the Issues Concerning Withholding EIT on the Dividends Distributed by
PRC Resident Enterprises to Overseas H-share Non-PRC Resident Enterprise Shareholders
(͏ΆุΣྤ̮ H੻೼
) (Guo Shui Han [2008] No. 897), came into effect on 6 November 2008,
stipulates that with regard to dividends paid for 2008 onwards, PRC resident enterprises must
withhold tax at a rate of 10% on dividends distributed to H-share non-PRC resident enterprise
shareholders. The Reply of the Imposition of Enterprise Income Tax on B-share and Other
Dividends of Non-resident Enterprises (͏Άุ՟੻Bࢹٰ
ҭూ) (Guo Shui Han [2009] No. 394), that was promulgated on 24
July 2009, further provides that any PRC resident enterprise listed on any overseas stock
exchange must withhold enterprise income tax at a rate of 10% on dividends distributed to
non-PRC resident enterprise shareholders. The above tax rates may be further amended in
accordance with tax treaties or agreements between China and relevant jurisdictions (if
applicable).
HK Enterprise Investors
Pursuant to the Arrangement between the Mainland PRC and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with Respect to Taxes on Income (ᅄ೼
τર) signed on 21 August 2006, tax on dividends paid by PRC companies
to Hong Kong enterprises shall not exceed 10% of the total amount of the dividends. If Hong
Kong enterprises directly hold 25% or more of the equity interest in PRC companies, such tax
shall not exceed 5% of the total dividends payable by the PRC companies.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Tax agreements
Non-PRC resident investors residing in countries which have entered into agreements for
the avoidance of double taxation with the PRC are entitled to a reduction of the withholding
taxes imposed on the dividends received from PRC companies. The PRC has entered into
Avoidance of Double Taxation Arrangements with a number of countries and regions including
but not limited to Hong Kong, Macau, Australia, Canada, France, Germany, Japan, Malaysia,
the Netherlands, Singapore, the United Kingdom and the United States. Non-PRC resident
enterprises entitled to preferential tax rates in accordance with the relevant income tax treaties
or arrangements are required to apply to the Chinese tax authorities for a refund of the
withholding tax in excess of the agreed tax rate, and the refund payment is subject to approval
by the Chinese tax authorities.
Taxation on Income from Transfer of Equity
Individual Investors
According to the IIT Law and its implementation regulations, individuals shall pay the IIT
at the rate of 20% on their income from the sale of equity in PRC resident enterprises.
In accordance with the Circular of the Declaring that IIT Continues to Be Exempted over
Income of Individuals from Transfer of Shares (ה
) (Cai Shui Zi [1998] No. 61), promulgated on 30 March
1998, from 1 January 1997, income of individuals from the transfer of shares of listed
companies remain exempt from IIT. According to the Announcement about the Catalogue of
Preferential IIT Policies with Continued Effect (ɛ
ʮѓ) (MOF SA T Announcement [2018] No. 177), promulgated on 29
December 2018, the Circular of the Declaring that IIT Continues to Be Exempted over Income
of Individuals from Transfer of Shares will remain effective.
Foreign Enterprise Investors
In accordance with the EIT Law and its implementation provisions, a non-PRC resident
enterprise is generally subject to a 10% enterprise income tax on PRC-sourced income,
including gains derived from the disposal of equity interests in a PRC resident enterprise, if it
does not have an establishment or premise in the PRC or has an establishment or premise in
the PRC but the PRC-sourced income is not connected in reality with such establishment or
premise. Such income tax for non-resident enterprises shall be deducted at source, where the
payer of the income is required to withhold the enterprise income tax from the amount to be
paid to the non-resident enterprise when such payment is made or due. Such withholding tax
may be reduced or exempted to avoid double taxation in accordance with applicable
agreements or protocols.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Tax Policies for Shanghai-Hong Kong Stock Connect
Individual Investors
Taxation on Income from Transfer of Equity
Pursuant to Announcement on Continuation of Implementation of Individual Income Tax
Policies Relating to Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock
Connect and Mutual Recognition of Funds between Mainland China and Hong Kong (׵
ഄ
ʮѓ) (MOF Announcement [2023] No. 23), effective on 21 August 2023, the income from
the transfer price difference obtained by Mainland PRC individual investors investing in stocks
listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect is
exempt from IIT.
Taxation on Dividend
Pursuant to the Circular of the MOF, SA T and China Securities Regulatory Commission
on the Relevant Taxation Policies for the Pilot Interconnected Mechanism for Trading in the
Stock Markets of Hong Kong and Shanghai (ୃ
) (Cai Shui [2014] No. 81), effective on 17
November 2014, in respect of dividends and bonuses received by mainland PRC individual
investors from investing in the H shares listed on the Hong Kong Stock Exchange through the
Shanghai-Hong Kong Stock Connect, the H share company should submit an application to
CSDC, then CSDC will provide a list of the mainland PRC individual investors to the H share
company, and the H share company shall withhold individual income tax based on 20% tax
rate.
Enterprises Investors
Taxation on Income from Transfer of Equity and Dividend
Pursuant to the Circular of the MOF, SA T and China Securities Regulatory Commission
on the Relevant Taxation Policies for the Pilot Interconnected Mechanism for Trading in the
Stock Markets of Hong Kong and Shanghai (ୃ
) (Cai Shui [2014] No. 81), effective on 17
November 2014, the income derived from the difference in the price of the transfer of the
stocks listed on the Hong Kong Stock Exchange obtained by mainland PRC enterprise investors
through the Shanghai-Hong Kong Stock Connect shall be counted as part of their gross income
and be subject to the enterprise income tax according to the law. Dividend and bonus income
obtained by mainland PRC resident enterprises from their continuous holding of H shares for
12 months or more is exempted from enterprise income tax in accordance with the law. H share
companies do not withhold dividend and bonus income tax on behalf of mainland PRC
enterprises in respect of dividend and bonus income obtained by mainland PRC enterprises.
The tax payable shall be declared and paid by the enterprise itself.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Tax Policies for Shenzhen-Hong Kong Stock Connect
Individual Investors
Taxation on Income from Transfer of Equity
Pursuant to Announcement on Continuation of Implementation of Individual Income Tax
Policies Relating to Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock
Connect and Mutual Recognition of Funds between Mainland China and Hong Kong (׵
ഄ
ʮѓ) (MOF, SA T and CSRC Announcement [2023] No. 23), effective on 21 August 2023,
the income from the transfer price difference obtained by Mainland PRC individual investors
investing in stocks listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong
Stock Connect is exempt from IIT.
Taxation on Income from Dividend
Pursuant to the Circular on the Relevant Taxation Policy for the Pilot Programme of an
Interconnection Mechanism for Transactions in the Shenzhen and Hong Kong Stock Markets
() (Cai Shui [2016] No.
127) which came into effect on 5 December 2016, for dividends and bonus obtained by
individual investors of mainland PRC investing in the H shares listed on the Stock Exchange
through Shenzhen-Hong Kong Stock Connect, the H share companies shall apply to CSDC for
provision by CSDC to the H-share companies the register of mainland PRC individual
investors, and the H-share companies shall withhold IIT at a rate of 20%.
Enterprises Investors
Taxation on Income from Transfer of Equity and Dividend
Pursuant to the Circular on the Relevant Taxation Policy for the Pilot Programme of an
Interconnection Mechanism for Transactions in the Shenzhen and Hong Kong Stock Markets
() (Cai Shui [2016] No.
127) which came into effect on 5 December 2016, the income from the transfer price difference
obtained by enterprise investors of mainland PRC investing in stocks listed on the Stock
Exchange through Shenzhen-Hong Kong Stock Connect shall be included in their total income,
and the EIT shall be levied on such income in accordance with the law.
Dividend and bonus income obtained by mainland PRC enterprise residents from their
continuous holding of H shares for 12 months or more is exempted from enterprise income tax
in accordance with the law. H share companies do not withhold dividend and bonus income tax
on behalf of mainland PRC enterprises in respect of dividend and bonus income obtained by
mainland PRC enterprises. The tax payable shall be declared and paid by the enterprise itself.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Stamp Duty in the PRC
In accordance with the Stamp Duty Law of the PRC ()
which came into effect on 1 July 2022, (i) entities and individuals that conclude taxable
certificates, or conduct securities transactions within the territory of the PRC shall be taxpayers
of stamp duty, and shall pay the PRC stamp duty; (ii) entities and individuals who are located
outside the territory of the PRC and conclude taxable certificates that are to be used within the
territory of the PRC shall pay the PRC stamp duty. And the disposal of H Shares by
non-mainland China investors outside of the mainland China is not subject to the requirements
of the Stamp Duty Law of the PRC.
Estate Duty
The PRC currently has not imposed any estate duty yet.
Enterprise Income Tax
According to the EIT Law, the EIT rate in the PRC is 25%, which is in line with the rate
applicable to foreign-invested enterprises and foreign enterprises. According to the
Administrative Measures for Recognition of High and New-Technology Enterprises ( ৷อҦ
) that was promulgated by the Ministry of Science and Technology, the
MOF and the SA T on 14 April 2008, amended on 29 January 2016 and came into effect on 1
January 2016, enterprises which are recognized as high and new-tech enterprises could apply
for a preferential EIT rate of 15% in accordance with the EIT Law.
Value-added Tax (“V AT”)
Pursuant to the Provisional Regulations on V A T of the PRC (೼ᅲ
БૢԷ), came into effect on 19 November 2017, all organizations and individuals engaged
in sales of goods, provision of processing, repairs and replacement services, or import of goods
etc. within the territory of the PRC are subject to V A T.
Pursuant to the Notice on the Implementation of the Pilot Programme of Replace the
Business Tax with V A T () (Cai Shui [2016]
No. 36) and its appendix the Measures for the Implementation of the Pilot Programme of
Replacing Business Tax with V A T (), effective on 1 May
2016, the tax rates applied to the taxpayer for the different goods it sells and different services
it provides shall be 17%, 11%, 6% and zero, respectively. Pursuant to the Notice on Adjusting
V A T Rates () (Cai Shui [2018] No. 32), promulgated on 4
April 2018 and came into effect on 1 May 2018, for taxpayers engaging in taxable sales or
import of goods, the previously applicable V A T rates are adjusted to 16% and 10%,
respectively. Pursuant to the Announcement on Relevant Policies for Deepening the V A T
Reform (ʮѓ) (MOF SA T GACC Announcement [2019]
No. 39), promulgated on 20 March 2019 and came into effect on 1 April 2019, for taxpayers
engaging in taxable sales or import of goods, the previously applicable V A T rates of 16% and
10% are adjusted to 13% and 9%, respectively.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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TAXATION IN HONG KONG
Tax on Dividends
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is
payable in Hong Kong in respect of dividends paid by us.
Capital Gains and Profit Tax
No tax is imposed in Hong Kong in respect of capital gains from the sale of H Shares.
However, trading gains from the sale of H Shares by persons carrying on a trade, profession
or business in Hong Kong, where such gains are derived from or arise in Hong Kong from such
trade, profession or business will be subject to Hong Kong profits tax, which is currently
imposed at the maximum rate of 16.5% on corporations and at the maximum rate of 15% on
unincorporated businesses. Certain categories of taxpayers (for example, financial institutions,
insurance companies and securities dealers) are likely to be regarded as deriving trading gains
rather than capital gains unless these taxpayers can prove that the investment securities are held
for long-term investment purposes.
Trading gains from sales of H Shares effected on the Stock Exchange will be considered
to be derived from or arise in Hong Kong. Liability for Hong Kong profits tax would thus arise
in respect of trading gains from sales of H Shares effected on the Stock Exchange realized by
persons carrying on a business of trading or dealing in securities in Hong Kong.
Stamp Duty
Hong Kong stamp duty, currently charged at the ad valorem rate of 0.1% on the higher
of the consideration for or the market value of H Shares, will be payable by the purchaser on
every purchase and by the seller on every sale of Hong Kong securities, including H Shares (in
other words, a total of 0.2% is currently payable on a typical sale and purchase transaction
involving H Shares). In addition, a fixed duty of HK$5.00 is currently payable on any
instrument of transfer of H Shares. Where one of the parties is a resident outside Hong Kong
and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the
instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid
on or before the due date, a penalty of up to ten times the duty payable may be imposed.
Estate Duty
The Revenue (Abolition of Estate Duty) Ordinance 2005 abolished estate duty in respect
of deaths occurring on or after February 11, 2006.
FOREIGN EXCHANGE
The lawful currency of the PRC is the RMB, which is currently subject to foreign
exchange control and is not freely convertible into foreign exchange.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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--- page 357 ---
Pursuant to the Regulations of the People’s Republic of China on Foreign Exchange
Administration ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) (the “Foreign Exchange Administration
Regulations”), effective on 1 April 1996, all international payments and transfers are classified
into current items and capital items, with most of the current items no longer subject to the
approval of the foreign exchange administration agencies, while capital items are still subject
to its approval. The latest Foreign Exchange Administration Regulations, amended on 5 August
2008, clarifies that the State does not impose restriction on international current item payments
and transfers.
According to the “Regulations on the Administration of Settlement, Sale and Payment of
Foreign Exchange” () (Yin Fa [1996] No. 210), issued on 20
June 1996, the existing restrictions on foreign exchange transactions under capital items were
retained, while the residual restrictions under current items were abolished.
Pursuant to the Announcement on Reforms to Improve the Exchange Rate Formation
Mechanism of Renminbi (ʮѓ) (PBOC
Announcement [2005] No. 16), effective on 21 July 2005, the PRC began to implement a
managed floating exchange rate system, under which the exchange rate is determined
according to market demand and supply and adjusted with reference to a basket of currencies.
The exchange rate of RMB is no longer pegged to the U.S. dollar. The PBOC will announce
the closing price of foreign currencies, such as the U.S. dollar, against the RMB in the
interbank foreign exchange market after the close of market on each business day, which will
be used as the mid-rate for RMB transactions on the following business day.
On 23 October 2014, the State Council promulgated the Decisions on Matters including
Canceling and Adjusting a Batch of Administrative Approval Items (՟ऊձሜ዆
) (Guo Fa [2014] No. 50), which canceled the
administrative approval by the SAFE and its branches for the remittance and settlement of the
proceeds raised from the overseas listing of the foreign shares into RMB domestic accounts.
On 26 December 2014, the SAFE issued the Notice of the State Administration of Foreign
Exchange on Issues Concerning the Foreign Exchange Administration of Overseas Listing
() (Hui Fa [2014] No. 54),
pursuant to which, a domestic company shall, within 15 business days from the date of the
completion of its overseas listing and issuance, register the overseas listing with the SAFE’s
local branch at the place of its establishment. The proceeds from an overseas listing of a
domestic company may be remitted to the domestic account or deposited in an overseas
account, but the use of the proceeds shall be consistent with the content of documents as
publicly disclosed by the document.
According to the Notice of the State Administration of Foreign Exchange on Further
Simplifying and Improving Policies for the Foreign Exchange Administration of Direct
Investment () (Hui
Fa [2015] No. 13), promulgated on February 13, 2015, banks shall directly examine and handle
foreign exchange registration under domestic direct investment and overseas direct investment,
and the SAFE and its branch offices shall indirectly regulate the foreign exchange registration
of direct investment through banks.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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According to the Notice of the State Administration of Foreign Exchange of the PRC on
Revolutionizing and Regulating Capital Account Settlement Management Policies (̮ි
) (Hui Fa [2016] No. 16), effective on
9 June 2016, foreign currency earnings in capital account that relevant policies of willingness
exchange settlement have been clearly implemented on (including the recalling of raised
capital by overseas listing) may undertake foreign exchange settlement in the banks according
to actual business needs of the domestic institutions. The tentative percentage of foreign
exchange settlement for foreign currency earnings in capital account of domestic institutions
is 100%. The SAFE may adjust the above proportion in due time according to balance of
payments.
On 26 January 2017, the SAFE issued the Circular of State Administration of Foreign
Exchange on Further Promoting Foreign Exchange Management Reform and Improving the
V erification of True Compliance (ҁഛॆྼΥ
) (Hui Fa [2017] No. 3) to further expand the scope of settlement of
domestic and overseas foreign exchange loans by allowing the settlement of domestic foreign
exchange loans with a background of exporting goods for trading, the redeployment of the
funds under the domestic guaranteed foreign loans to be used in the domestic market, and the
settlement of domestic foreign exchange accounts of foreign institutions in the pilot free trade
zones; and implementing the full-scale external loan management in local and foreign
currencies, where a domestic institution handles overseas lending business, the total balance of
overseas lending in local currency and the balance of overseas lending in foreign currency shall
not exceed the maximum of 30% of the owner’s equity in its audited financial statements of
the previous year.
On 23 October 2019, the SAFE issued the Circular of the State Administration of Foreign
Exchange on Further Promoting Cross-border Trade and Investment Facilitation (̮ි
) (Hui Fa [2019] No. 28), pursuant to
which, on the basis that the foreign invested enterprises with an investment nature (including
foreign invested companies with an investment nature, foreign-invested venture capital
enterprises and foreign-invested equity investment enterprises) may make equity investments
in the PRC with capital fund in accordance with the law, foreign invested enterprises without
an investment nature are allowed to make equity investments in the PRC with capital in
accordance with the law on the premise of not violating the existing special administrative
measures for access to foreign investment (the Negative List), and that the projects they invest
in the PRC are genuine and in compliance with the law.
According to the Circular of the State Administration of Foreign Exchange on Optimising
Foreign Exchange Management to Support the Development of Foreign-Related Businesses
() (Hui Fa [2020] No. 8),
effective on 10 April 2020, eligible enterprises are not required to provide proofs of
truthfulness to the banks beforehand for each and every payment when they use the income
from capital, foreign debts and overseas listings in the domestic market, provided that the use
of the funds is genuine and regulation-abiding, and in compliance with the existing regulations
on the use of income from capital items. The handling banks shall manage and control the
relevant business risks in accordance with the principle of prudent business development and
conduct retrospective random checks on the facilitation of capital item receipts and payments
in accordance with the relevant requirements.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Pursuant to SAFE Notice on Further Deepening the Reform to Facilitate Cross-border
Trade and Investment (ஷ
), effective on 4 December 2023, for the purpose of facilitating the payment and use of
funds from equity transfer under domestic reinvestment and funds raised from overseas listing
of foreign direct investment, the asset realization account under the capital item shall be
adjusted to the settlement account under the capital item. Where a domestic equity transferor
(including institutions and individuals) receives funds from equity transfer consideration paid
by a domestic entity in a foreign currency and foreign exchange funds raised from overseas
listing of a domestic enterprise, such funds may be directly remitted to the settlement account
under the capital account. Funds in the settlement account under the capital item may be settled
and used on its own. The funds from equity transfer consideration paid by a foreign-invested
enterprise with RMB funds from income from foreign exchange settlement (sourced from
income from direct foreign exchange settlement or RMB funds in the foreign exchange
settlement account pending for payment) received by a domestic equity transferor may be
directly transferred to the RMB account of the domestic equity transferor.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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--- page 360 ---
THE PRC LEGAL SYSTEM
The PRC legal system is based on the Constitution of the People’s Republic of China
(, the “ Constitution ”), which was adopted on September 20, 1954
and subsequently amended on January 17, 1975, March 5, 1978, December 4, 1982, April 12,
1988, March 29, 1993, March 15, 1999, March 14, 2004 and March 11, 2018. The PRC legal
system is made up of written laws, administrative regulations, local regulations, autonomous
regulations, separate regulations, rules and regulations of State Council departments, rules and
regulations of local governments, laws of special administrative regions and international
treaties of which the PRC government is a signatory and other regulatory document. Court
judgments do not constitute legally binding precedents, although they are used for the purposes
of judicial reference and guidance.
The NPC and its Standing Committee are empowered to exercise the legislative power of
the State in accordance with the Constitution and the Legislation Law of the People’s Republic
of China (, the “ Legislation Law ”), which was adopted on March
15, 2000 and amended on March 15, 2015 and March 13, 2023. The NPC has the power to
formulate and amend basic laws governing state authorities, civil, criminal and other matters.
The SCNPC is empowered to formulate and amend laws other than those required to be enacted
by the NPC and to supplement and amend parts of the laws enacted by the NPC during the
adjournment of the NPC, provided that such supplements and amendments are not in conflict
with the basic principles of such laws.
The State Council is the highest organ of state administration and has the power to
formulate administrative regulations based on the Constitution and laws.
The people’s congresses of the provinces, autonomous regions and municipalities and
their respective standing committees may formulate local regulations based on the specific
circumstances and actual needs of their respective administrative areas, provided that such
local regulations do not contravene any provision of the Constitution, laws or administrative
regulations. The people’s congresses of cities divided into districts and their respective
standing committees may formulate local regulations on aspects such as urban and rural
construction and management, environmental protection and historical cultural protection
based on the specific circumstances and actual needs of such cities, provided that such local
regulations do not contravene any provision of the Constitution, laws, administrative
regulations and local regulations of their respective provinces or autonomous regions. If the
law provides otherwise on the matters concerning formulation of local regulations by cities
divided into districts, those provisions shall prevail. Such local regulations will become
enforceable after being reported to and approved by the standing committees of the people’s
congresses of the relevant provinces or autonomous regions but such local regulations shall
conform with the Constitution, laws, administrative regulations, and the relevant local
regulations of the relevant provinces or autonomous regions. People’s congresses of national
autonomous areas have the power to enact autonomous regulations and separate regulations in
light of the political, economic and cultural characteristics of the ethnic groups in the areas
concerned.
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The ministries and commissions of the State Council, the People’s Bank of China,
National Audit Office and the subordinate institutions with administrative functions directly
under the State Council may formulate departmental rules within the jurisdiction of their
respective departments based on the laws and administrative regulations, and the decisions and
orders of the State Council. Provisions of departmental rules should be the matters related to
the enforcement of the laws and administrative regulations, and the decisions and orders of the
State Council. The people’s governments of the provinces, autonomous regions, municipalities
and cities or autonomous prefectures divided into districts may formulate rules and regulations
based on the laws, administrative regulations and local regulations of such provinces,
autonomous regions and municipalities.
The Constitution has supreme legal authority and no laws, administrative regulations,
local regulations, autonomous regulations or separate regulations or rules may contravene the
Constitution. The authority of laws is greater than that of administrative regulations, local
regulations and rules. The authority of administrative regulations is greater than that of local
regulations and rules. The authority of the rules enacted by the people’s governments of the
provinces and autonomous regions is greater than that of the rules enacted by the people’s
governments of the cities divided into districts within their respective administrative regions.
The NPC has the authority to alter or annul any inappropriate laws enacted by the
SCNPC, and to annul any autonomous regulations and separate regulations that have been
approved by the SCNPC but contravene the Constitution and the Legislation Law; the SCNPC
has the authority to annul administrative regulations that contravene the Constitution and laws,
to annul local regulations that contravene the Constitution, laws and administrative regulations,
and to annul autonomous regulations and separate regulations that have been approved by the
standing committees of the people’s congresses of the relevant provinces, autonomous regions
or municipalities directly under the Central Government, but contravene the Constitution and
the Legislation Law; the State Council has the authority to alter or annul any inappropriate
ministerial rules and rules of local governments; the people’s congresses of provinces,
autonomous regions and municipalities directly under the Central Government have the
authority to alter or annul any inappropriate local regulations enacted or approved by their
respective standing committees; the standing committees of the local people’s congresses have
the authority to annul inappropriate rules enacted by the people’s governments at the
corresponding level; the people’s governments of provinces and autonomous regions have the
authority to alter or annul any inappropriate rules enacted by the people’s governments at a
lower level.
According to the Constitution and the Legislation Law, the power to interpret laws is
vested in the SCNPC. Pursuant to the Resolution of the SCNPC Providing an Improved
Interpretation of the Law (Ӕᙄ)
implemented on June 10, 1981, issues related to the application of laws and decrees in a court
trial shall be interpreted by the Supreme People’s Court; and issues related to the application
of laws and decrees in a prosecution process of a procuratorate should be interpreted by the
Supreme People’s Procuratorate. If there is any disagreement in principle between Supreme
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People’s Court’s interpretations & Supreme People’s Procuratorate’s interpretations, such
issues shall be reported to the SCNPC for interpretation or judgment. The other issues related
to laws and decrees that do not pertain to the court trial or prosecution process should be
interpreted by the State Council and the competent authorities. The State Council and its
ministries and commissions are also vested with the power to give interpretations of the
administrative regulations and departmental rules which they have promulgated. At the
regional level, the power to interpret regional laws and administrative regulations is vested in
the regional legislative and administrative authorities which promulgate such laws and
administrative regulations.
THE PRC JUDICIAL SYSTEM
Under the Constitution and the Law of Organization of the People’s Courts of the People’s
Republic of China (), which is adopted on September 21,
1954 and subsequently amended on July 5, 1979, September 2, 1983, December 2, 1986,
October 31, 2006 and October 26, 2018, the people’s courts of the PRC are divided into the
Supreme People’s Court, the local people’s courts at all levels and special people’s courts.
The local people’s courts at all levels are comprised of the primary people’s courts, the
intermediate people’s courts and the higher people’s courts. The primary people’s courts may
set up certain people’s tribunals based on the facts of the region, population and cases. The
intermediate people’s courts and primary people’s courts have similar structures, and may set
up other special divisions if needed. The Supreme People’s Court is the highest judicial
authority in the PRC. The Supreme People’s Court shall supervise the administration of justice
by the people’s courts at all levels and special people’s courts, and the people’s courts at a
higher level shall supervise the administration of justice of the people’s courts at lower levels.
According to the Constitution and the Law of Organization of the People’s Procuratorate
of the PRC () which is adopted on July 1, 1979, and
subsequently amended September 2, 1983, December 2, 1986, and October 26, 2018 and taking
effect on January 1, 2019, the People’s Procuratorate is the law supervision organ of the state.
The people’s procuratorates of the PRC are divided into the Supreme People’s Procuratorate,
the local people’s procuratorates at all levels, Military Procuratorates and other special
people’s procuratorates. The Supreme People’s Procuratorate shall be the highest procuratorial
organ and it shall direct the work of the local people’s procuratorates at all levels and of the
special people’s procuratorates; the people’s procuratorates at higher levels shall direct the
work of those at lower levels.
Under the Civil Procedure Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷͏
) (the “ PRC Civil Procedure Law ”, which is adopted on April 9, 1991 and
subsequently amended on October 28, 2007, August 31, 2012, June 27, 2017, and September
1, 2023, which became effective from January 1, 2024), a people’s court takes the rule of the
second instance as the final rule. A party may appeal against the judgment or ruling of the first
instance of a local people’s court. The people’s procuratorate may present a protest to the
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people’s court at the next higher level in accordance with the procedures stipulated by the laws.
In the absence of any appeal by the parties and any protest by the people’s procuratorate within
the stipulated period, the judgments or rulings of the people’s court are final. Judgments or
rulings of the second instance of the intermediate people’s courts, the higher people’s courts
and the Supreme People’s Court, and judgments or rulings of the first instance of the Supreme
People’s Court are final. However, if the Supreme People’s Court finds some definite errors in
a legally effective judgment, ruling or conciliation statement of the people’s court at any level,
or if the people’s court at a higher level finds such errors in a legally effective judgment, ruling
or conciliation statement of the people’s court at a lower level, it has the authority to review
the case itself or to direct the lower-level people’s court to conduct a retrial. If the chief judge
of all levels of people’s courts finds some definite errors in a legally effective judgment, ruling
or conciliation statement, and considers a retrial is preferred, such case shall be submitted to
the judicial committee of the people’s court at the same level for discussion and decision.
The PRC Civil Procedure Law prescribes the conditions for instituting a civil action, the
jurisdiction of the people’s courts, the procedures for conducting a civil action, and the
procedures for enforcement of a civil judgment or ruling. All parties to a civil action conducted
within the PRC must abide by the PRC Civil Procedure Law. Generally, a civil case is initially
heard by the court located in the defendant’s place of domicile. The court of jurisdiction in
respect of a civil action may also be chosen by explicit agreement among the parties to a
contract, provided that the people’s court having jurisdiction should be located at places
substantially connected with the disputes, such as the plaintiff’s or the defendant’s place of
domicile, the place where the contract is executed or signed or the place where the object of
the action is located, provided that the provisions regarding the level of jurisdiction and
exclusive jurisdiction shall not be violated.
A foreign individual, a person without nationality, a foreign enterprise or a foreign
organization is typically given the same litigation rights and obligations as a citizen, a legal
person or other organizations of the PRC when initiating actions or defending against
litigations at a PRC court. Should a foreign court limit the litigation rights of PRC citizens or
enterprises, the PRC court may apply the same limitations to the citizens and enterprises of
such foreign country. A foreign individual, a person without nationality, a foreign enterprise or
a foreign organization must engage a PRC lawyer in case he or it needs to engage a lawyer for
the purpose of initiating actions or defending against litigations at a PRC court. In accordance
with the international treaties to which the PRC is a signatory or participant or according to the
principle of reciprocity, a people’s court and a foreign court may request each other to serve
documents, conduct investigation, collect evidence and conduct other actions on its behalf. A
people’s court shall not accommodate any request made by a foreign court which will result in
the violation of sovereignty, security or public interests of the PRC. All parties to a civil action
shall perform the legally effective judgments and rulings. If any party to a civil action refuses
to abide by a judgment or ruling made by a people’s court or an award made by an arbitration
tribunal in the PRC, the other party may apply to the people’s court for the enforcement of the
same within two years subject to application for postponed enforcement or revocation. If a
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party fails to satisfy within the stipulated period a judgment which the court has granted an
enforcement approval, the court may, upon the application of the other party, mandatorily
enforce the judgment on the party.
The PRC Securities Laws and Regulations
The PRC has promulgated a series of regulations relating to the issue and trading of
shares and disclosure of information. In October 1992, the State Council established the
Securities Committee and the CSRC. The Securities Committee is responsible for coordinating
the drafting of securities regulations, formulating securities-related policies, planning the
development of securities markets, directing, coordinating and supervising all securities related
institutions in the PRC and administering the CSRC. The CSRC is the regulatory arm of the
Securities Committee and is responsible for the drafting of regulatory provisions of securities
markets, supervising securities companies, regulating public offering of securities by PRC
companies in the PRC or overseas, regulating the trading of securities, compiling securities
related statistics and undertaking relevant research and analysis. In April 1998, the State
Council merged and restructured the two departments into the CSRC.
On April 22, 1993, the State Council promulgated the Interim Provisional Regulations on
the Administration of Share Issuance and Trading (၍ଣᅲБૢԷ),
governing the public offerings of equity securities, trading in equity securities, the acquisition
of listed companies, deposit, clearing and transfer of listed equity securities, the disclosure of
information with respect to a listed company, investigation, penalties and dispute settlement.
On December 25, 1995, the State Council promulgated the Regulations of the State
Council Concerning Domestic Listed Foreign Shares of Joint Stock Limited Companies ( ਷
). These regulations principally govern the
issue, subscription, trading and declaration of dividends and other distributions of domestic
listed foreign shares and disclosure of information of joint stock limited companies having
domestic listed foreign shares.
The Securities Law of the People’s Republic of China (, the
“PRC Securities Law ”, which took effect on July 1, 1999, was revised on August 28, 2004,
October 27, 2005, June 29, 2013, August 31, 2014 and December 28, 2019, respectively, and
came into effect on March 1, 2020) is divided into 14 chapters and 226 articles, regulating,
among other things, the issue and trading of securities, the listing of securities, takeovers of
listed companies, and the duties and responsibilities of the securities exchanges, securities
companies, securities clearing institutions and securities regulatory authorities.
Article 224 of the PRC Securities Law provides that domestic enterprises which, directly
or indirectly, issue securities or list and trade their securities outside the PRC shall comply with
the relevant regulations of the State Council. Currently, the issue and trading of foreign issued
securities (including H shares) are principally governed by the regulations and rules
promulgated by the State Council and the CSRC.
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On November 14, 2019, the CSRC promulgated the Guidance for the Application for the
“Full Circulation” of the Domestic Unlisted Shares of H-share Companies ( Hʮ̡ྤʫ͊
΅͡ሗ“ஷ”ˏ), which came into effect on the same day and was partly
revised on August 10, 2023 according to the Decision on Revising and Abolishing Part of
Securities and Futures Policy Documents by the CSRC (ࡌ׵
). This guidance is to regulate the listing and
circulation (hereinafter referred to as “ Full Circulation ”) of unlisted domestic shares of
domestic joint-stock limited companies (hereinafter referred to as H-share Companies) listed
on the Stock Exchange (including unlisted domestic shares held by domestic shareholders
before overseas listing, unlisted domestic shares issued in China after overseas listing and
unlisted shares held by foreign shareholders).
H-share Companies applying for “Full Circulation” shall submit the application to the
CSRC for filing procedures. H-share companies may submit the application for “Full
Circulation” separately or simultaneously when applying for overseas refinancing. Unlisted
domestic joint stock limited companies may submit the application for “Full Circulation”
simultaneously when applying for overseas initial public offering and listing.
ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARD
The Arbitration Law of the People’s Republic of China () (the
“PRC Arbitration Law ”) was enacted by the SCNPC on August 31, 1994, which became
effective on September 1, 1995 and was amended on August 27, 2009 and September 1, 2017,
respectively. It is applicable to, among other matters, economic disputes involving foreign
parties where all parties have entered into a written agreement to resolve disputes by arbitration
before an arbitration committee constituted in accordance with the PRC Arbitration Law. The
PRC Arbitration Law provides that an arbitration committee may, before the promulgation of
arbitration regulations by the PRC Arbitration Association, formulate interim arbitration rules
in accordance with the PRC Arbitration Law and the PRC Civil Procedure Law. Where the
parties have agreed to settle disputes by means of arbitration, a people’s court will refuse to
handle a legal proceeding initiated by one of the parties at such people’s court, unless the
arbitration agreement is invalid.
Under the PRC Arbitration Law and the PRC Civil Procedure Law, an arbitral award shall
be final and binding on the parties involved in the arbitration. If any party fails to comply with
the arbitral award, the other party to the award may apply to a people’s court for its
enforcement. The people’s court can issue a ruling prohibiting the enforcement of an arbitral
award made by an arbitration commission after verification by collegial bench formed by the
people’s court if there is any procedural irregularity (including but not limited to irregularity
in the composition of the arbitration tribunal or arbitration proceedings, the jurisdiction of the
arbitration commission, or the making of an award on matters beyond the scope of the
arbitration agreement).
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Any party seeking to enforce an award of a foreign affairs arbitral body of the PRC
against a party who or whose property is not located within the PRC shall apply to a foreign
court with jurisdiction over the case for recognition and enforcement of the award. Likewise,
an arbitral award made by a foreign arbitral body may be recognized and enforced by a PRC
people’s court in accordance with the principle of reciprocity or any international treaties
concluded or acceded to by the PRC.
The PRC acceded to the Convention on the Recognition and Enforcement of Foreign
Arbitral Awards (, the “ New Y ork Convention ”) adopted on
June 10, 1958 pursuant to a resolution passed by the SCNPC on December 2, 1986. The New
Y ork Convention provides that all arbitral awards made in a state which is a party to the New
Y ork Convention shall be recognized and enforced by other parties thereto subject to their
rights to refuse recognition and enforcement under certain circumstances, including where the
recognition or enforcement of the arbitral award is against the public policy of that state. At
the time of the PRC’s accession to the Convention, the SCNPC declared that (i) the PRC will
only apply the Convention to the recognition and enforcement of arbitral awards made in the
territories of other parties based on the principle of reciprocity; and (ii) the New Y ork
Convention will only be applied to disputes deemed under PRC laws to be arising from
contractual or non-contractual mercantile legal relations.
An arrangement for mutual enforcement of arbitral awards between Hong Kong and the
Supreme People’s Court of China was reached. The Supreme People’s Court of China adopted
the Arrangements on the Mutual Enforcement of Arbitral Awards between the Mainland and the
Hong Kong Special Administrative Region (ʝੂБ΀൒൒Ӕ
τર) on June 18, 1999, which took effect on February 1, 2000. The arrangement reflects
the spirit of the New Y ork Convention. Under the arrangement, the awards by the Mainland
arbitral bodies in accordance with the PRC Arbitration Law may be enforced in Hong Kong,
and the awards by the Hong Kong arbitral bodies according to the Arbitration Ordinance of
Hong Kong SAR may also be enforced in the Mainland China. If the Mainland court finds that
the enforcement of awards made by the Hong Kong arbitral bodies in the Mainland will be
against public interests of the Mainland, or the court of Hong Kong SAR decides that the
enforcement of the arbitral awards in Hong Kong SAR will be against public policies of Hong
Kong SAR, the awards may not be enforced. The Supreme People’s Court of China
promulgated the Supplementary Arrangements on the Mutual Enforcement of Arbitral Awards
between the Mainland and the Hong Kong Special Administrative Region
(׵
໾̂τર) (the “ Supplementary Arrangements ”) on
November 26, 2020. According to the Supplementary Arrangements, before or after the
acceptance of an application for enforcement of an arbitration award, the relevant court may,
upon application and in accordance with the law of the place where the arbitration award is
enforced, adopt preservation or enforcement measures.
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JUDICIAL JUDGMENT AND ITS ENFORCEMENT
According to the Arrangement on Mutual Recognition and Enforcement of Judgments in
Civil and Commercial Matters by the Courts of the Mainland China and of the Hong Kong
Special Administrative Region Pursuant to Agreed Jurisdiction by Parties Concerned ( ௰৷
΁кӔ
τર) (the “ Arrangement ”) promulgated by the Supreme People’s Court on July 3, 2008
and implemented on August 1, 2008, in the case of final judgment, defined with payment
amount and enforcement power, made between the court of Mainland China and the court of
the Hong Kong Special Administrative Region in a civil and commercial case with written
jurisdiction agreement, any party concerned may apply to the People’s Court of China or the
court of the Hong Kong Special Administrative Region for recognition and enforcement based
on this arrangement. “Written jurisdiction agreement” refers to a written agreement defining
the exclusive jurisdiction of either the People’s Court of China or the court of the Hong Kong
Special Administrative Region in order to resolve any dispute with particular legal relation
occurred or likely to occur by the party concerned. Therefore, the party concerned may apply
to the People’s Court of China or the court of the Hong Kong Special Administrative Region
to recognize and enforce the final judgment made in China or Hong Kong that meets certain
conditions of the aforementioned regulations. On 18 January 2019, a further arrangement was
reached between Hong Kong Special Administrative Region and the Supreme People’s Court,
the Arrangements for Reciprocal Recognition and Enforcement of Judgments in Civil and
Commercial Cases between Courts of the Mainland and Hong Kong Special Administrative
Region (τ
ર) (the “ New Arrangement ”), which became effective and replace the Arrangement on 29
January 2024, privileged that “Written Agreement on Jurisdiction” reached under the
Arrangement before 29 January 2024 will still apply. This New Arrangement further stipulates
the scope and content of judgments applicable to the reciprocal recognition and enforcement
and corresponding procedures and methods for applying, the circumstances concerning review,
non-recognition and enforcement upon the jurisdiction of the court of first instance and the
means of remedy. Non-monetary judgments and judgments on some intellectual property cases
are included in the reciprocal recognition and enforcement of judgments in accordance with
this New Arrangement.
THE PRC COMPANY LA W, THE TRIAL MEASURES AND THE GUIDELINES
The Company Law of the People’s Republic of China () (the
“PRC Company Law ”) was adopted by the SCNPC on December 29, 1993 and came into
effect on July 1, 1994, subsequently amended on December 25, 1999, August 28, 2004, October
27, 2005, December 28, 2013, October 26, 2018, and December 29, 2023, and took effect on
July 1, 2024.
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The Trial Administrative Measures for Overseas Securities Offering and Listing by
Domestic Enterprises () (the “ Trial
Measures ”) which were promulgated by the CSRC on February 17, 2023 and came into effect
on March 31, 2023, are applicable to the overseas offering and listing of PRC domestic
companies’ securities.
The Guidelines for Articles of Association of Listed Companies (ˏ)
(the “ Guidelines ”) which were issued by the CSRC on December 16, 1997, latest revised on
March 28, 2025 and came into effect on the same date, provide the guidelines for the articles
of association. As such, the contents provided in the Guidelines are set out in the Articles of
Association of the Company, the summary of which is set out in the section entitled “Appendix
V — Summary of Articles of Association” in this prospectus.
Set out below is a summary of the major provisions of the PRC Company Law, the Trial
Measures and the Guidelines applicable to the Company.
General
A joint stock limited company refers to an enterprise legal person incorporated in China
under the PRC Company Law with its registered capital divided into shares of equal par value.
The liability of the company for its own debts is limited to all the properties it owns and the
liability of its shareholders for the company is limited to the extent of the shares they subscribe
for.
A joint stock limited company must conduct its business in accordance with laws and
administrative regulations. A joint stock limited company may invest in other limited liability
companies and joint stock limited companies. The liabilities of the joint stock limited company
to such invested companies are limited to the amount invested. If it is prescribed by any law
that a company shall not become a capital contributor that shall bear the joint and several
liability for the debts of the enterprises it invests in, such provisions shall prevail.
Incorporation
A joint stock limited company may be established by promotion or subscription.
A joint stock limited company shall have a minimum of one but no more than 200 people
as its promoters, and over half of the promoters must be resident within the PRC.
The promoters of the joint stock limited company shall convene an inauguration meeting
within 30 days from the date of subscription monies of the shares that shall be issued at the
time of the incorporation of the company. The promoters shall notify each subscriber of or
announce the date of the inauguration meeting 15 days before it is held. The inauguration
meeting may be held only if subscribers holding more than half of the voting rights are present.
Upon the inauguration meeting, matters including the adoption of the Company’s articles of
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association and the election of directors and supervisors shall be considered. Any resolution
passed at the inaugural meeting requires approval by more than half of the voting rights held
by subscribers present at the meeting.
Within 30 days after the conclusion of the inauguration meeting, the board of directors
shall authorize a representative to apply to the company registration authority for registration
of the establishment of the company. A company is formally established and has the capacity
of a legal person after the registration authority has issued a business license.
Share Capital
The promoters of a company may make a capital contribution in currencies, or
non-monetary assets such as in kind, intellectual property rights, land use rights, equity
interests and creditor’s rights which can be appraised with monetary value and transferred
lawfully, except for assets which are prohibited from being contributed as capital by the laws
or administrative regulations. If a capital contribution is made in non-monetary assets, a
valuation and verification of the fair value of the assets contributed must be carried out, and
may not be overvalued or undervalued. If a law or administrative regulation provides for the
appraisal, such provision of the law or administrative regulation applies.
A shareholder shall transfer its shares through a lawfully established securities exchange
or by other means prescribed by the State Council.
Shares may be transferred by endorsement of the shareholders or in any other manner
specified by the laws or administrative regulations.
Increase in Share Capital and Issuance of Shares
Under the PRC Company Law, where a company is issuing new shares, resolutions shall
be passed at shareholder’s meeting in accordance with the articles of association in respect of
the class and amount of the new shares, the issue price of the new shares. The issuance of
shares shall be conducted in a fair and equitable manner. The same class of shares must carry
equal rights.
For shares issued at the same time and within the same class, the conditions and price per
share must be the same. The share offering price of the par value share may be equal to or
greater than the nominal value of the share but may not be lower than the nominal value.
After the subscription monies that a company making offering of shares has been paid up,
a public announcement shall be made accordingly.
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Under the PRC Company Law, when the Company issue shares, it shall maintain a list of
shareholders recording the following particulars:
 name (for individuals) or designation (for entities) and domicile of each shareholder;
 amount of shares held by each shareholder;
 serial number of the capital contribution certificate; and
 date on which shareholding status was acquired.
Reduction of Share Capital
A company may reduce its registered capital in accordance with these procedures under
the PRC Company Law:
 prepare a statement of financial position and a property list;
 pass resolution on reduction in registered capital by shareholder’s meeting;
 inform its creditors within 10 days, from the date of resolution on reduction in
registered capital, and publish an announcement in newspapers or on the national
enterprise credit information publicity system within 30 days after the resolution
approving the reduction of registered capital has been passed;
 creditors may within 30 days after receiving the notice, or within 45 days of the
public announcement if no notice has been received, require the company to pay its
debts or provide guarantees covering the debts;
 the company shall apply to the relevant company registration authority for the
registration of the reduction in registered capital.
Repurchase of Shares
Under the PRC Company Law, a company shall not purchase its own shares except under
any of the following circumstances: (i) reducing the registered capital of the company; (ii)
merging with another company that holds its shares; (iii) using shares for employee stock
ownership plan or equity incentives; (iv) acquiring its shares at the request of its shareholder
who objects to a resolution of the shareholders’ meeting on the merger or division of the
company; (v) using shares for converting convertible corporate bonds issued by the listed
company; (vi) where it is necessary for a listed company to protect the corporate value and the
rights and interests of shareholders.
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A company purchasing its own shares under any of the circumstances set forth in items
(i) and (ii) of the preceding paragraph shall be subject to a resolution of the shareholders’
meeting; and a company purchasing its own shares under any of the circumstances set forth in
items (iii), (v) and (vi) of the preceding paragraph may, pursuant to the articles of association
or the authorization of the shareholders’ meeting, be subject to a resolution of a meeting of the
board of directors at which more than two-thirds of directors are present.
After purchasing its own shares pursuant to the above, a company shall, under the
circumstance set forth in item (i), cancel them within 10 days after the purchase; while under
the circumstance set forth in either item (ii) or (iv), transfer or cancel them within six months;
and while under the circumstance set forth in item (iii), (v) or (vi), aggregately hold not more
than 10% of the total shares that have been issued by the company, and transfer or cancel them
within three years.
A listed company purchasing its own shares shall perform the obligation of information
disclosure according to the provisions of the PRC Securities Law. A listed company purchasing
its own shares under any of the circumstances set forth in items (iii), (v) and (vi) shall carry
out trading in a public and centralized manner.
No company may accept the shares of its own as the subject matter of a pledge.
Transfer of Shares
Shares held by shareholders may be transferred legally. Under the PRC Company Law, a
shareholder should effect a transfer of his shares on a stock exchange established in accordance
with laws or by any other means as required by the State Council.
No changes shall be made to the register of shareholders during a period of 20 days prior
to convening a shareholders’ meeting or five days prior to the record date for the purpose of
determining entitlements to dividend distributions, however, if laws, administrative
regulations, or the securities regulatory authority of the State Council has different provisions
on the changes in the register of shareholders of listed companies, those provisions shall
prevail.
Under the PRC Company Law, shares of the company issued prior to the public issuance
of shares may not be transferred within one year of the date on which the shares of a company
are listed on a stock exchange. Where it is otherwise provided for by laws, administrative
regulations or the securities regulatory authority of the State Council on the transfer of shares
held by the shareholders or actual controllers of a listed company, such provisions shall prevail.
Directors and the senior management of a company shall declare to the company their
shareholdings in the company and any changes in such shareholdings. During their terms of
office as determined when they assume the posts, they may transfer no more than 25% of the
total number of shares they hold in the company every year. The articles of association may set
out other restrictive provisions in respect of the transfer of shares in the company held by its
directors and the senior management.
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Shareholders
Under the PRC Company Law and the Guidelines, the rights of shareholders of a joint
stock limited company include the rights:
 to attend shareholders’ meetings either in person or by proxy and exercise the
corresponding voting right;
 to transfer their shares in accordance with the laws, administrative regulations, and
the articles of association;
 to acquire relevant information, including the duplicate of the articles of association,
register of shareholders, minutes of shareholders’ meetings, resolutions of the
meeting of the board of directors, financial and accounting statements of the
company, and to bring forward suggestions or raise inquiries about the business
operation of the company;
 to ask the People’s Court to revoke resolution if the content of any resolution passed
at a shareholders’ or board meeting violates the company’s articles of association;
 to receive dividends and profit distributions in any other form in proportion to their
shareholdings;
 in the event of the termination or liquidation of the company, to participate in the
distribution of the remaining property of the company in proportion to the shares
held by them; and
 any other shareholders’ rights provided for in laws, administrative regulations, other
regulatory documents and the articles of association.
The obligations of shareholders include the obligation to abide by the articles of
association, to pay the subscription monies according to the number of shares subscribed for
and the method of subscription, to be liable for the company to the extent of the amount of his
or her subscribed shares and any other shareholder obligation specified in the articles of
association.
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Shareholders’ Meeting
The shareholders’ meeting is the organ of authority of the company, which exercises its
powers in accordance with the PRC Company Law. The shareholders’ meeting may exercise the
following powers:
 to elect and remove the directors and to decide on the matters relating to the
remuneration of directors;
 to review and approve the reports of the board of directors;
 to review and approve the company’s profit distribution proposals and loss recovery
proposals;
 to decide on any increase or reduction of the company’s registered capital;
 to decide on the issue of corporate bonds;
 to decide on merger, division, dissolution and liquidation of the company or change
of its corporate form;
 to amend the articles of association; and
 to exercise other authorities stipulated in the articles of association.
Under the PRC Company Law, shareholders’ meeting is required to be held once every
year. An extraordinary meeting is required to be held within two months of the occurrence of
any of the following:
 the number of directors is less than the number stipulated by the PRC Company Law
or less than two-thirds of the number specified in the articles of association;
 the outstanding losses of the company amounted to one-third of the company’s total
share capital;
 shareholders individually or in aggregate holding 10% or more of the company’s
shares request the convening of an extraordinary meeting;
 the board of directors deems necessary;
 the Audit Committee proposes to hold;
 any other circumstances as provided for in the articles of association.
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According to the PRC Company Law and Guidelines, a shareholders’ meeting shall be
convened by the board of directors and presided over by the chairperson of the board of
directors. In the event that the chairperson is incapable of performing or is not performing his
duties, the meeting shall be presided over by the vice chairperson. In the event that the vice
chairperson is incapable of performing or is not performing his duties, a director nominated by
more than half of the directors shall preside over the meeting.
A shareholders’ meeting convened by the Audit Committee on its own initiative shall be
presided over by the convener of the Audit Committee. If the convener of the Audit Committee
is incapable of performing or is not performing his/her duties, a member of the Audit
Committee nominated by half or more of the Audit Committee members shall preside over the
meeting.
A shareholders’ meeting convened by shareholders on their own initiative shall be
presided over by the convener(s) or a representative designated by the convener(s).
In accordance with the PRC Company Law, a notice of the shareholders’ meeting stating
the date and venue of the meeting and the matters to be considered at the meeting shall be given
to all shareholders 20 days before the meeting. A notice of extraordinary meeting shall be given
to all shareholders 15 days prior to the meeting.
The PRC Company Law does not specify any quorum requirement for shareholders’
general meeting.
Under the PRC Company Law, shareholders present at a shareholders’ meeting have one
vote for each share they hold, save that the company’s shares held by the company are not
entitled to any voting rights.
An accumulative voting system may be adopted for the election of directors at the
shareholders’ meeting pursuant to the provisions of the articles of association or a resolution
of the shareholders’ meeting. Under the accumulative voting system, each share shall be
entitled to the number of votes equivalent to the number of directors to be elected at the
shareholders’ meeting, and shareholders may consolidate their votes for one or more directors
when casting a vote.
Under the PRC Company Law, resolutions of the shareholders’ meeting must be passed
by more than half of the voting rights held by shareholders present at the meeting, with the
exception of matters relating to (i) amendments to the articles of association; (ii) increase or
reduction of registered share capital; (iii) merger, division, dissolution or liquidation of the
company or change of corporate form; (iv) other events specified in the articles of association,
which in each case must be passed by at least two-thirds of the voting rights held by the
shareholders present at the meeting.
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Under the PRC Company Law, minutes shall be prepared in respect of matters considered
at the shareholders’ meeting and the chairperson and directors attending the meeting shall
endorse such minutes by signature. The minutes shall be kept together with the shareholders’
attendance register and the proxy forms.
Board of Directors
A company shall have a board, which shall consist of no less than 3 members. The term
of a director shall be stipulated in the articles of association, provided that no term of office
shall last for more than three years. After the term of a director expires, the director may serve
consecutive terms if re-elected. A director shall continue to perform his/her duties as a director
in accordance with the laws, administrative regulations and the articles of association until a
duly newly-elected director takes office, if re-election is not conducted in a timely manner
upon the expiry of his/her term of office or if the resignation of directors results in the number
of directors being less than the quorum.
Under the PRC Company Law, the board of directors may exercise the following powers:
 to convene shareholders’ meetings and report on its work to the shareholders’
meetings;
 to implement the resolutions passed by the shareholders at the shareholders’
meetings;
 to decide on the company’s operational plans and investment proposals;
 to formulate the company’s profit distribution proposals and loss recovery
proposals;
 to formulate proposals for the increase or reduction of the company’s registered
capital and the issue of corporate bonds;
 to formulate proposals for the merger, division or dissolution of the company or
change of corporate form;
 to decide the establishment of the internal management body of the company;
 to appoint or dismiss the company’s manager and decide on his/her remuneration
and, based on the manager’s recommendation, to appoint or dismiss any deputy
general manager and financial officer of the company and to decide on their
remuneration;
 to formulate the company’s basic management system; and
 to exercise any other authority stipulated in the articles of association or granted by
the shareholders.
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According to the PRC Company Law, meetings of the board of directors shall be
convened at least twice each year. Notices of meeting shall be given to all directors 10 days
before the meeting. Interim board meetings may be proposed to be convened by shareholders
representing more than 10% of the voting rights, more than one-third of the directors. The
chairperson shall convene the meeting within 10 days of receiving such proposal, and preside
over the meeting. The board may otherwise determine the means and the period of notice for
convening an interim board meeting.
Meetings of the board of directors shall be held only if more than half of the directors are
present. Resolutions of the board shall be passed by more than half of all directors. Each
director shall have one vote for a resolution to be approved by the board. Directors shall attend
board meetings in person. If a director is unable to attend for any reason, he/she may appoint
another director to attend the meeting on his/her behalf by a written power of attorney
specifying the scope of authorization.
If a resolution of the board of directors violates the laws, administrative regulations or the
articles of association or resolutions of the shareholders’ meeting, and as a result of which the
company sustains serious losses, the directors participating in the resolution are liable to
compensate the company. However, if it can be proved that a director expressly objected to the
resolution when the resolution was voted on, and that such objection was recorded in the
minutes of the meeting, such director shall be relieved from that liability.
Under the PRC Company Law, the board of directors shall have one chairman and may
have one vice-chairman. The chairman and vice-chairman are elected by a majority of all
directors. The chairman must convene and preside over board meetings and oversee the
implementation of board resolutions. The vice-chairman shall assist the chairman. If the
chairman is unable or fails to perform his or her duties, the vice-chairman shall act in his or
her place. If the vice-chairman is unable or fails to perform those duties, a majority of the
directors shall jointly elect one director to perform them.
Qualifications of Directors
Under the PRC Company Law, the following person may not serve as a director:
 a person who is unable or has limited ability to undertake any civil liabilities;
 a person who has been convicted of an offense of bribery, corruption, embezzlement,
misappropriation of property or destruction of the socialist market economic order,
or who has been deprived of his political rights due to his crimes, in each case where
less than five years have elapsed since the date of completion of the sentence, or the
person who has been sentenced to a probation, due to his crimes, where less than two
years have elapsed since the date of expiration of the probation term;
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 a person who has been a former director, factory manager or manager of a company
or an enterprise that has entered into insolvent liquidation and who was personally
liable for the insolvency of such company or enterprise, where less than three years
have elapsed since the date of the completion of the bankruptcy and liquidation of
the company or enterprise;
 a person who has been a legal representative of a company or an enterprise that has
had its business license revoked due to violations of the law or has been ordered to
close down by law and the person was personally responsible, where less than three
years have elapsed since the date of such revocation;
 a person subject to enforcement by the people’s court who has failed to repay a
relatively large amount of overdue debts.
Audit Committee of Board of Directors
The board of directors establish the audit committee, exercising the powers of supervisors
stipulated in the PRC Company Law.
The Audit Committee shall comprise three members, all of whom shall be directors not
serving as senior management of the Company. Among them, two shall be independent
directors, and the convener of the Committee shall be an accounting professional selected from
the independent directors. Employee representatives serving on the Board of Directors may be
members of the Audit Committee.
The Audit Committee shall be responsible for reviewing the Company’s financial
information and disclosures, overseeing and evaluating internal and external audits, and
monitoring internal controls. The following matters shall be submitted to the Board for
deliberation only after obtaining approval by a simple majority of all Audit Committee
members:
 disclose financial statements and financial information in periodic reports, as well
as internal control evaluation reports;
 appoint or dismiss of accounting firms engaged for the Company’s audit services;
 appoint or remove the Company’s chief financial officer;
 change accounting policies or estimates, or correct material accounting errors,
except those resulting from changes to accounting standards;
 other events stipulated by the law, administrative regulations, regulations by CSRC
and the Company’s articles of association.
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The Audit Committee shall convene at least quarterly. Interim meetings may be convened
upon the request of two or more members or at the discretion of the convener.
Meetings require the attendance of at least two-thirds of members to constitute a quorum.
Resolutions of the audit committee should be adopted by more than half of the members
of the audit committee.
Each member of the Audit Committee shall have one vote.
Minutes shall be prepared in respect of resolutions in accordance with applicable rules
and members attending the meeting shall endorse such minutes by signature.
Manager and Senior Management
Under the PRC Company Law, a company shall have a manager who shall be appointed
or removed by the board of directors. The manager shall be responsible to the board of
directors and exercise functions and powers according to the articles of association or the
authorization of the board of directors.
The manager shall follow the regulations stipulated in the articles of association regarding
his/her obligations. The manager shall be present at meetings of the board of directors.
Under the PRC Company Law, senior management refers to the manager, deputy
manager(s), financial officer, secretary of the board of directors of a listed company and other
personnel as stipulated in the articles of association.
Duties of Directors and Senior Management
Under the PRC Company Law, directors and senior management are required to comply
with the relevant laws, administrative regulations and the articles of association, and owe the
duties of loyalty and diligence towards the company.
Directors and senior management are prohibited from:
 embezzling company properties and misappropriating company funds;
 depositing company funds into accounts under their own names or the names of
other individuals;
 giving bribes or accepting any other illegal proceeds by taking advantage of his/her
powers;
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--- page 379 ---
 accepting commissions paid by a third-party for transactions conducted with the
company to oneself;
 unauthorized divulgence of confidential information of the company; and
 other acts in violation of their duty of loyalty to the company.
Where any director or senior management directly or indirectly enters into a contract or
conducts a transaction with the company, he/she shall report the matters relating to the contract
or transaction to the board of directors or shareholders’ meeting, which shall be subject to the
resolution of the board of directors or shareholders’ meeting according to the articles of
association. Where any of the close relatives of the directors or senior management, or any of
the enterprises directly or indirectly controlled by the directors or senior management or any
of their close relatives, or any of the related parties who has any other related relationship with
the directors or senior management, enters into a contract or conducts a transaction with the
company, the aforementioned provision shall apply.
No director or senior management may take advantage of his/her position to seek any
business opportunity that belongs to the company for himself/herself or any other person
except under any of the following circumstances:
 where he/she has reported to the board of directors or the shareholders’ meeting and
has been approved by a resolution of the board of directors or the shareholders’
meeting according to the articles of association; or
 where the company cannot make use of the business opportunity as stipulated by
laws, administrative regulations or the articles of association.
Without reporting to the board of directors or the shareholders’ meeting and obtaining an
approval by resolution of the board of directors or the shareholders’ meeting according to the
articles of association, no director or senior management may engage in any business that is
similar to that of the company where he/she holds office, for himself/herself or for any other
person. Income generated by directors or senior management in violation of aforementioned
regulations shall be returned to the company.
A director or senior management who contravenes law, administrative regulation or
articles of association in the performance of his/her duties resulting in any loss to the company
shall be liable to the company for compensation.
Where a director or senior management is required to attend a shareholders’ meeting, such
director or senior management shall attend the meeting and answer the inquiries from
shareholders.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 380 ---
Where a director or senior management other than members of the Audit Committee
contravenes law, administrative regulation or articles of association in the performance of
his/her duties resulting in any loss to the company, shareholder(s) holding individually or in
aggregate no less than 1% of the Company’s shares consecutively for at least 180 days may
request in writing that the Audit Committee institute litigation at a people’s court on its behalf.
Where the Audit Committee violates the laws or administrative regulations or the articles of
association in the discharge of its duties resulting in any loss to the company, such
shareholder(s) may request in writing that the Board of Director institute litigation at a people’s
court on its behalf. If the Audit Committee or the board of directors refuses to institute
litigation after receiving this written request from the shareholder(s), or fails to institute
litigation within 30 days of the date of receiving the request, or in case of emergency where
failure to institute litigation immediately will result in irrecoverable damage to the Company’s
interests, such shareholder(s) shall have the power to institute litigation directly at a people’s
court in its own name for the company’s benefit. For other parties who infringe the lawful
interests of the company resulting in loss to the company, such shareholder(s) may institute
litigation at a people’s court in accordance with the procedure described above. Where a
director or senior management contravenes any laws, administrative regulations or the articles
of association in infringement of shareholders’ interests, a shareholder may also institute
litigation at a people’s court.
Finance and Accounting
A company shall establish its own financial and accounting systems according to the laws,
administrative regulations and the regulations of the competent financial departments of the
State Council. At the end of each financial year, a company shall prepare a financial report
which shall be audited by an accounting firm in accordance with the laws. The financial and
accounting reports shall be prepared in accordance with the laws, administrative regulations
and the regulations of the financial departments of the State Council.
Under the PRC Company Law, the company’s financial accounting reports shall be made
available for shareholders’ inspection at the company 20 days before the convening of an
annual shareholders’ meeting. A company that makes public stock offerings shall publish its
financial reports.
When distributing each year’s profits after taxation, the company shall set aside 10% of
its profits after taxation for the company’s statutory common reserve fund until the fund has
reached 50% or more of the company’s registered capital.
When the company’s statutory common reserve fund is not sufficient to make up for the
company’s losses for the previous years, the current year’s profits shall first be used to make
up for the losses before any allocation is set aside for the statutory common reserve fund.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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After the company has made allocations to the statutory common reserve fund from its
profits after taxation, it may, upon passing a resolution at a shareholders’ meeting, make further
allocations from its profits after taxation to the discretionary common reserve fund.
After making up for its losses and making allocations to its discretionary common reserve
fund, the company shall distribute the remaining profits after taxation in proportion to the
number of shares held by the shareholders, unless otherwise provided by the articles of
association.
The company shall not be entitled to any distribution of profits in respect of shares held
by it.
The premium over the nominal value of the shares of the company earned from the issue
of share, the amount of proceeds from the issue of no-par value shares that is not calculated
in the registered capital, and other income as required by finance department of the State
Council to be treated as the capital reserve fund shall be accounted for as the capital reserve
fund.
The common reserve fund of a company shall be applied to make up for the company’s
losses, expand its business operations or increase its registered capital. Where the common
reserve fund of a company is applied to make up for the company’s losses, the discretionary
common reserve fund and statutory common reserve fund shall be firstly applied; and if losses
still cannot be made up, the capital reserve can be used in accordance with the relevant
provisions. Upon the transfer of the statutory common reserve fund into registered capital, the
balance of the fund shall not be less than 25% of the registered capital of the company before
such transfer.
The company shall have no accounting books other than the statutory books. The
company’s assets shall not be deposited in any account opened under the name of an individual.
Appointment and Retirement of Accounting Firms
Pursuant to the PRC Company Law, the engagement or dismissal of an accounting firm
responsible for the company’s auditing shall be determined by the shareholders’ meeting or the
board of directors in accordance with the articles of association. The accounting firm should
be allowed to make statements when the shareholders’ meeting or the board of directors
conduct a vote on the dismissal of the accounting firm. The company should provide true and
complete accounting evidence, accounting books, financial and accounting reports and other
accounting information to the engaged accounting firm without any refusal, withholding or
falsification of information.
Profit Distribution
Under the PRC Company Law, a company shall not distribute profits before losses are
covered and the statutory common reserve fund is provided.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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Amendments to the Articles of Association
Under the PRC Company Law, the resolution of a shareholders’ meeting regarding any
amendment to a company’s articles of association requires affirmative votes by at least
two-thirds of the votes held by shareholders attending the meeting.
Dissolution and Liquidation
Under the PRC Company Law, a company shall be dissolved for any of the following
reasons: (i) the term of its operation set out in the articles of association has expired or other
events of dissolution specified in the articles of association have occurred; (ii) the
shareholders’ meeting has resolved to dissolve the company; (iii) the company is dissolved by
reason of its merger or division; (iv) the business license of the company is revoked or the
company is ordered to close down or to be suspended in accordance with the laws; or (v) the
company is dissolved by a people’s court in response to the request of shareholders holding
shares that represent more than 10% of the voting rights of all shareholders of the company,
on the grounds that the operation and management of the company has encountered serious
difficulties that cannot be resolved through other means, rendering ongoing existence of the
company a cause for significant losses to the shareholders.
In the event of item (i) or (ii) above, the company may carry on its existence by amending
its articles of association or upon a resolution of the shareholders’ meeting under the condition
that the company has not distributed the assets to its shareholders. The amendments to the
articles of association in accordance with the provisions described above shall require the
approval of more than two-thirds of voting rights of shareholders attending a shareholders’
meeting.
Where the company is dissolved under the circumstances set forth in item (i), (ii), (iv),
or (v) above, it should establish a liquidation committee within 15 days of the date on which
the dissolution matter occurs.
The liquidation committee shall be composed of directors or any other person determined
by a shareholders’ meeting or as stipulated in the articles of association. If a liquidation
committee fails to be established within the prescribed period or fails to carry out the
liquidation after its establishment, interested parties may file an application with a people’s
court to appoint relevant personnel to form a liquidation committee to administer the
liquidation. The people’s court should accept such application and form a liquidation
committee to conduct liquidation in a timely manner.
The liquidation committee may exercise following powers during the liquidation:
 to sort out the company’s assets and to prepare a statement of balance sheet and an
inventory of assets, respectively;
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 383 ---
 to notify creditors by notice or public announcement;
 to deal with any outstanding business related to the liquidation;
 to pay outstanding tax together with any tax arising during the liquidation process;
 to settle claims and liabilities;
 to distribute the company’s remaining assets after its debts have been paid off; and
 to represent the company in any civil procedures.
The liquidation committee shall notify the company’s creditors within 10 days of its
establishment and publish an announcement in newspapers or on the national enterprise credit
information publicity system within 60 days. A creditor shall lodge his claim with the
liquidation committee within 30 days of receipt of the notification or within 45 days of the date
of the announcement if he has not received any notification. A creditor shall report all matters
relevant to his claimed creditor’s rights and furnish relevant evidence. The liquidation
committee shall register such creditor’s rights. The liquidation committee shall not make any
settlement to creditors during the period of the claim.
Upon disposal of the company’s property and preparation of the required statement of
balance sheet and inventory of assets, the liquidation committee shall draw up a liquidation
plan and submit this plan to a shareholders’ meeting or a people’s court for confirmation.
The remaining part of the company’s assets, after payment of liquidation expenses,
employee wages, social insurance expenses and statutory compensation, outstanding taxes and
the company’s debts, shall be distributed to shareholders in proportion to shares held by them.
The company shall continue to exist during the liquidation period, although it cannot conduct
operating activities that are not related to the liquidation. The company’s assets shall not be
distributed to shareholders before repayments are made in accordance with the requirements
described above.
Upon liquidation of the company’s property and preparation of the required statement of
financial position and inventory of assets, if the liquidation committee becomes aware that the
company does not have sufficient assets to meet its liabilities, it must apply to a people’s court
for a bankruptcy liquidation in accordance with the laws.
After the people’s court accepts the application for bankruptcy, the liquidation committee
shall hand over the liquidation matters to the bankruptcy administrator designated by the
people’s court.
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Upon completion of the liquidation, the liquidation committee shall prepare a liquidation
report and submit it to the shareholders’ meeting or a people’s court for confirmation.
Following such confirmation, the report shall be submitted to the company registration
authority to cancel the company’s registration, and the company shall publish an announcement
of the termination of operations. Members of the liquidation committee shall perform their
liquidation obligations subject to the duties of loyalty and diligence and relevant laws.
Members of the liquidation committee shall not abuse their positions by accepting bribes
or other unlawful income, and not misappropriate company’s assets.
Members of the liquidation committee are liable to indemnify the creditors in respect of
any losses arising from their willful or gross negligence.
Merger and Division
The merger of the Company may take the form of either merger by absorption or merger
by the establishment of a new company. A company that absorbs other company is known as
merger by absorption whereby the company being absorbed shall be dissolved. The merger of
two or more companies by the establishment of a new company is known as merger by the
establishment of a new company whereby the companies being merged shall be dissolved.
Overseas Listing
Pursuant to the Trial Measures, where a Chinese company seeking for an overseas listing,
it shall file an application to the CSRC in accordance with the administrative procedure
required under the Trial Measures.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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This Appendix contains a summary of the principal provisions of the Company’s Articles
of Association. The major objective of this Appendix is to provide potential investors with an
overview of the Company’s Articles of Association, and therefore it may not contain all the
information that may be important to potential investors.
SHARES AND REGISTERED CAPITAL
Shares of the Company shall take the form of share certificates. The par value of the
shares shall be denominated in RMB.
The shares of the Company shall be issued in accordance with the principles of open,
fairness and justice. Each share of the same class shall carry the same rights.
Shares of the same class and the same issuance shall be issued on the same conditions and
at the same price. Any entity or individual shall pay the same price for each of the Shares
it/he/she subscribes for.
INCREASE, REDUCTION, REPURCHASE AND TRANSFER OF SHARES
Increase and Reduction of Shares
Based on its operation and development needs, in accordance with the relevant laws and
regulations, and subject to the resolutions of the general meeting, the Company may increase
its capital by any of the following ways:
(i) public issuance of shares;
(ii) non-public issuance of shares;
(iii) distribution of bonus shares to existing Shareholders;
(iv) conversion of capital reserve into share capital;
(v) other means permitted by laws, administrative regulations, securities regulatory
rules of the place where the shares of the Company are listed and approved by the
CSRC.
The Company may reduce its registered capital. The reduction of registered capital shall
comply with the PRC Company Law and other relevant regulations as well as the procedures
stipulated in the Articles of Association.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 386 ---
Repurchase of Shares
The Company shall not buy back its shares, except in one of the following circumstances:
(i) reduction of the Company’s registered capital;
(ii) mergers with another company holding shares of the Company;
(iii) use of shares for employee shareholding scheme or equity incentives;
(iv) Shareholders who object to resolutions of the general meeting on merger or division
of the Company requesting the Company to purchase their shares;
(v) use of shares for conversion of corporate bonds issued by the Company which are
convertible into shares;
(vi) where it is necessary for the Company to preserve its value and Shareholders’
interest;
(vii) other circumstances permitted by laws, administrative regulations, departmental
rules, regulatory rules of the place, etc., where the shares of the Company are listed.
Where the Company purchases its shares under the circumstances set forth in items (i) and
(ii) above, it shall be resolved at a general meeting. Where the Company purchases its shares
under the circumstances set forth in items (iii), (v) and (vi) above, a resolution thereon may,
pursuant to the securities regulatory rules of the place where the shares of the Company are
listed, be resolved at a Board meeting that is attended by more than two-thirds of the Directors.
Upon the purchase of its shares by the Company pursuant to the above provisions, under
the circumstance set forth in item (i), such shares shall be cancelled within 10 days from the
day of purchase; under the circumstances set forth in items (ii) and (iv), such shares shall be
transferred or cancelled within six months; under the circumstances set forth in items (iii), (v)
and (vi), the total number of shares held by the Company shall not exceed 10% of the total
issued shares of the Company, and shall be transferred or cancelled within three years.
Upon the purchase of its shares by the Company, it shall perform the disclosure duty
pursuant to the Securities Law and securities regulatory rules of the place where the shares of
the Company are listed. Under the circumstances set forth in items (iii), (v), (vi), the Company
shall purchase its own shares by the centralized trading on the stock exchange.
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Transfer of Shares
The Company’s shares can be transferred pursuant to the law. The Company shall not
accept its own shares as the subject of a pledge.
Shares issued by the Company before its public offering cannot be transferred within 1
year of the listing date of its shares in a stock exchange. The directors and senior management
personnel of the Company shall declare to the Company the shares in the Company they hold
and the changes in such shares, and the shares transferred each year during the term of office
determined at the time of appointment shall not exceed 25% of the total number of the
Company’s shares held by them; the Company’s shares held by them shall not be transferred
within one year of the listing date of the Company’s shares. The aforesaid persons shall not
transfer the Company’s shares held by them within half year from their resignation. If the laws,
administrative regulations or the Hong Kong Listing Rules have other provisions on the
transfer restriction of listed shares, such provisions shall prevail.
Where the Company’s shareholders, directors and senior management personnel holding
more than 5% of shares sell the Company’s shares or other securities with equity nature held
by them within six months after purchase or purchase the same within six months after sale,
the proceeds thereof shall belong to the Company, and the board of directors of the Company
will take back such proceeds. Except when a securities company holds more than 5% of the
Company’s shares due to purchase of any remaining shares after a package sale, or under any
other circumstances stipulated by the CSRC.
The aforesaid shares or other securities with equity nature held by directors, senior
management personnel and natural-person shareholders include shares or other securities with
equity nature held by their spouses, parents, children, and held by them by using other’s
accounts.
Where the board of directors of the Company fails to perform the aforesaid provisions,
the shareholders shall have the right to require the board of directors to perform the duties
within 30 days. Where the board of directors of the Company fails to perform the duties within
the aforesaid period, the shareholders shall have the right to file a lawsuit directly in a people’s
court in their own name for the benefit of the Company.
Where the board of directors of the Company fails to perform the aforesaid provisions,
the directors who take responsibility shall bear joint liability pursuant to the law.
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SHAREHOLDERS AND GENERAL MEETINGS
Shareholders
The Company shall establish a register of members with the evidence provided by the
securities registration authority of the place where the Company’s shares are listed. The
register of members shall be sufficient evidence of the holding of the shares of the Company
by the Shareholders. The original copy of the register of members of H shares listed in Hong
Kong shall be kept in Hong Kong for shareholders inspection. However, the Company may
suspend the registration of Shareholders in accordance with the provisions of the applicable
laws and regulations and the securities regulatory rules of the place where shares of the
Company are listed. Shareholders shall enjoy the rights and assume the obligations according
to the class of the shares they hold. Shareholders holding the same class of shares shall enjoy
the same rights and assume the same obligations.
Shareholders of the Company shall enjoy the following rights:
(i) to receive dividends and other distributions in proportion to the shares they hold;
(ii) to request, convene, hold, attend or appoint a proxy to attend general meetings and
exercise the corresponding voting rights in accordance with laws;
(iii) to supervise, present suggestions on or make inquiries about the operations of the
Company;
(iv) to transfer, gift or pledge the shares it holds in accordance with laws, administrative
regulations, the securities regulatory rules of the place where the shares of the
Company are listed and regulations of the Articles of Association;
(v) to inspect or copy the Articles of Association, register of members, minutes of
general meetings, resolutions of Board meetings and financial reports;
(vi) in the event of termination or liquidation of the Company, to participate in the
distribution of the remaining property of the Company in proportion with the
number of shares held by them;
(vii) to require the Company to purchase their shares in the event of objection to the
resolutions of the general meeting on merger or division of the Company;
(viii) to enjoy other rights stipulated by laws, administrative regulations, departmental
rules, the securities regulatory rules of the place where the shares of the Company
are listed and regulations of the Articles of Association.
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If any resolution of a general meeting or the Board is in violation of the laws or
administrative regulations, Shareholders shall have the right to request the People’s Court to
invalidate the said resolution. If the convening procedures and voting method of the general
meetings or Board meetings are in violation of the laws, administrative regulations or the
Articles of Association or if the contents of any resolution are in breach of the Articles of
Association, Shareholders shall have the right to request the People’s court to revoke such
resolution within 60 days from the date on which the resolution is approved.
Shareholders of the Company shall assume the following obligations:
(i) to abide by the laws, administrative regulations and the Articles of Association;
(ii) to pay capital contribution as per the shares subscribed for and the method of
subscription;
(iii) not to return Shares unless prescribed otherwise in laws and regulations;
(iv) not to abuse Shareholders rights to impair the interests of the Company or other
Shareholders, otherwise it shall be liable for loss compensation;
(v) to assume other obligations prescribed by the laws, administrative regulations, the
securities regulatory rules of the place where the shares of the Company are listed
and the Articles of Association.
Where Shareholders of the Company abuse the Company’s position as an independent
legal person and the limited liabilities of Shareholders for the purposes of evading repayment
of debts, thereby materially impairing the interests of the creditors of the Company, such
Shareholders shall be jointly and severally liable for the debts owed by the Company. Where
a Shareholder uses two or more companies under its control to commit the conduct in the
preceding paragraph, each company is jointly and severally liable for the debts of any of the
other companies.
General Provisions for General Meeting
The general meeting is the organ of authority of the Company and shall exercise the
following duties and powers in accordance with laws:
(i) to elect and replace Directors who are not employee representatives and to
determine matters relating to the remuneration of the Directors;
(ii) to consider and approve the reports of the Board;
(iii) to consider and approve the profit distribution plan and loss recovery plans of the
Company;
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(iv) to resolve on the increase or reduction of the registered capital of the Company;
(v) to resolve on the issue of corporate bonds or any class of shares, warrants and other
similar securities and listing;
(vi) to resolve on the merger, division, dissolution, liquidation or change in corporate
form of the Company;
(vii) to amend the Articles of Association;
(viii) to resolve on the appointment and dismissal of accounting firms by the Company;
(ix) to consider and approve the guarantee issues specified in Article 46 of the Articles
of Association;
(x) to consider matters relating to the purchase and sale by the Company within 12
months of material assets valued at more than 30% of the audited total assets of the
Company as at the most recent period;
(xi) to consider and approve matters relating to changes in the use of proceeds;
(xii) to consider share incentive scheme and share-based payments;
(xiii) to consider changes to the Company’s profit distribution policy;
(xiv) to consider other matters to be resolved by the general meeting as required by laws,
administrative regulations, departmental rules, the securities regulatory rules of the
place where the shares of the Company are listed or the Articles of Association.
The following provision of external guarantees by the Company is subject to the
consideration and approval of the general meeting:
(i) the total amount of the external guarantees provided by the Company and its holding
subsidiaries exceeding 50% of the latest audited net assets;
(ii) the total amount of the external guarantees provided by the Company exceeding
30% of the latest audited total assets;
(iii) the amount of the guarantees provided by the Company within one year exceeding
30% of the latest audited total assets;
(iv) any guarantee to be provided to a recipient of such security whose asset to liability
ratio is over 70%;
(v) any single guarantee with an amount exceeding 10% of the latest audited net assets;
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(vi) any guarantee provided to Shareholders, de facto controllers, and their related
parties;
(vii) any guarantees to be considered and approved by the general meeting as required by
relevant laws and regulations or securities regulatory rules of the place where the
shares of the Company are listed.
When a guarantee mentioned in item (iii) above is considered at the general meeting, it
shall be passed by more than two-thirds of the voting rights held by the Shareholders present
at the meeting. When a guarantee mentioned in item (vi) above is considered at the general
meeting, such shareholder or a shareholder dominated by the de facto controller shall not
participate in voting and the resolution shall be passed by more than half of the voting rights
held by the Shareholders present at the meeting.
The general meetings are classified into annual general meetings and extraordinary
general meetings. The annual general meetings shall be convened once a year within six
months from the end of the previous fiscal year.
The Company shall convene an extraordinary general meeting within two months from
the date of occurrence of any of the following circumstances:
(i) when the number of Directors is less than the statutory minimum quorum provided
for in the PRC Company Law or two-thirds of the number specified in the Articles
of Association;
(ii) when the uncovered loss of the Company reaches one-third of its total paid-up share
capital;
(iii) upon written requests by shareholder(s) individually or collectively holding 10% or
above of the shares of the Company;
(iv) when the Board deems it necessary;
(v) when the Audit Committee proposes such a meeting be held;
(vi) other circumstances required by the laws, administrative regulations, departmental
rules, securities regulatory rules of the place where the shares of the Company are
listed or the Articles of Association.
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--- page 392 ---
Summoning of General Meetings
Subject to the consent of more than half of all independent Directors, the independent
Directors shall have the right to propose to the Board to convene an extraordinary general
meeting. The Board shall, in accordance with relevant laws, administrative regulations and the
Articles of Association, give a written response on whether or not it agrees to convene such an
extraordinary general meeting within 10 days after the receipt of the proposal. If the Board
agrees to convene an extraordinary general meeting, it shall give a notice convening such
meeting within 5 days after it has so resolved. If the Board does not agree to convene the
extraordinary general meeting, it shall give the reasons and make an announcement.
The Audit Committee shall have the right to propose to the Board in writing to convene
an extraordinary general meeting. The Board shall, in accordance with relevant laws,
administrative regulations, securities regulatory rules of the place where the shares of the
Company are listed and the Articles of Association, give a written response on whether or not
it agrees to convene such an extraordinary general meeting within 10 days after the receipt of
the proposal. If the Board agrees to convene an extraordinary general meeting, it shall give a
notice convening such meeting within 5 days after it has so resolved. Any changes to be made
to the original request in the notice shall be subject to approval of the Audit Committee. If the
Board does not agree to convene an extraordinary general meeting or fails to give a response
within 10 days after the receipt of the proposal, the Audit Committee may convene and preside
over such meeting on its own.
Shareholders that hold, individually or collectively, 10% or more of the shares in the
Company shall have the right to request in writing the Board to convene an extraordinary
general meeting. The Board shall, in accordance with relevant laws, administrative regulations
and the Articles of Association, give a written response on whether or not it agrees to convene
such an extraordinary general meeting within 10 days after the receipt of the proposal. If the
Board agrees to convene an extraordinary general meeting, it shall give a notice convening
such meeting within 5 days after it has so resolved. Any changes to be made to the original
request in the notice shall be subject to approval of the relevant Shareholders. If the Board does
not agree to convene an extraordinary general meeting or fails to give a response within 10
days after the receipt of the proposal, the Shareholders that hold, individually or collectively,
10% or more of the Shares of the Company may propose to the Audit Committee to convene
an extraordinary general meeting. If the Audit Committee agrees to convene an extraordinary
general meeting, it shall give a notice convening such meeting within 5 days after it has so
resolved. Any changes to be made to the original request in the notice shall be subject to
approval of the relevant Shareholders. If the Audit Committee fails to give the notice
convening such meeting within the period specified hereinabove, it shall be deemed to have
failed to convene and preside over such meeting. The Shareholders that hold, individually or
collectively, 10% or more of the shares in the Company for 90 days or more consecutively may
convene and preside over such meeting on their own.
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--- page 393 ---
Where the Audit Committee or the Shareholder(s) decide to convene a general meeting on
its or their own, it or they shall notify the Board in writing and file with the stock exchange(s)
where the shares of the Company are listed. Before the announcement of the resolutions of the
general meeting is made, the shareholding of the convening shareholder(s) shall not be less
than 10%. If the laws, administrative regulations and securities regulatory rules have other
provisions, such provisions shall prevail.
Where the Audit Committee or the Shareholder(s) convene a general meeting on its or
their own, the Board shall provide assistance. The Board will provide the register of members
as of the date of the share registration.
PROPOSALS AND NOTICES OF GENERAL MEETINGS
The content of proposals shall fall within the functions and powers of the general
meeting, have clear subject for discussion and specific matters to be resolved and comply with
relevant requirements of the laws, administrative regulations, the securities regulatory rules of
the place where the shares of the Company are listed and the Articles of Association.
The Board, the Audit Committee or Shareholders that hold, individually or collectively,
1% or more of the Shares of the Company shall have the right to propose resolutions.
Shareholders that hold, individually or collectively, 1% or more of the Shares of the
Company may submit ad hoc proposals in writing to the convener 10 days before the convening
of the general meeting. The convener shall give a supplemental notice of the general meeting
within 2 days upon receipt of the proposals and announce the contents of the ad hoc proposals,
except for an ad hoc proposal that violates laws, administrative regulations, or the Articles of
Association or does not fall within the scope of powers of the shareholders’ meeting.
The convener of an annual general meeting shall notify all Shareholders in written
(including announcement) 21 days before the meeting; the convener of an extraordinary
general meeting shall notify all Shareholders in written (including announcement) 15 days
before the meeting. If, pursuant to the securities regulatory rules of the place where the
Company’s shares are listed, a shareholders’ meeting is required to be postponed due to the
issuance of a supplementary notice, such shareholders’ meeting shall be postponed in
accordance with the requirements of the securities regulatory rules of the place where the
Company’s shares are listed.
A notice of a general meeting shall include the following:
(i) the time, venue and duration of the meeting;
(ii) matters and proposals submitted to the meeting for consideration;
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--- page 394 ---
(iii) a prominent written statement that all Shareholders are entitled to attend general
meeting and are entitled to appoint in writing a proxy to attend and vote at the
meeting and that such proxy need not be a shareholder of the Company;
(iv) the record date of registration of Shareholders entitled to attend the general meeting;
(v) the name and contact method of the regular contact person for the meeting;
(vi) the time and procedure for voting online or through other means;
(vii) other requirements by the laws, administrative regulations, departmental rules,
securities regulatory rules of the place where the shares of the Company are listed
and the Articles of Association.
Notices or supplementary notices of general meetings shall adequately and completely
disclose the specific contents of all proposals. Where the opinions of an independent Director
are required on the matters to be discussed, such opinions and reasons thereof shall also be
disclosed when the notices or supplementary notices of general meetings are served.
CONVENING OF GENERAL MEETINGS
All Shareholders registered on the share right registration date or their proxies shall be
entitled to attend the general meetings and exercise voting rights in accordance with relevant
laws, regulations and the Articles of Association. Shareholder may attend the general meeting
in person, or appoint a proxy (need not be a shareholder) to attend or vote on behalf of such
Shareholder.
Individual shareholders attending the meeting in person shall present his or her identity
card or other valid license or certificate or stock account card that can prove his or her identity.
Proxies appointed to attend the meeting shall present valid proof of their identities and the
power of attorney from the appointing shareholder.
Shareholder that is a legal person shall attend the meeting by its legal representative or
by proxies appointed by it. If a legal representative attends the meeting, he/she shall present
his/her identity card or valid certificate proving his/her qualifications as a legal representative.
Where the meeting is attended by proxy, he/she shall present his/her identity card and written
power of attorney issued by the legal representative of the corporate shareholder unit in
accordance with the law.
Where such Shareholder is a Recognized Clearing House (or its nominees) as defined by
the relevant ordinances or regulations enacted in Hong Kong from time to time, it may
authorize one or more persons or company representatives as it thinks fit to act as its
representative at any meeting (including but not limited to general meeting and creditor
meeting); however, if more than one person are so authorized, the power of attorney shall
specify the number and class of shares in respect of which each such person is so authorized,
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--- page 395 ---
and be signed by the person authorized by the Recognized Clearing House. The person(s) so
authorized will be entitled to attend meetings (without being required to present share
certificate, notarized authorization and/or further evidence of formal authorization) to speak
and exercise the same power on behalf of the Recognized Clearing House (or its nominees) at
the meeting as if such person was an individual shareholder of the Company.
Shareholders shall appoint a proxy in writing, signed by the appointing shareholder or the
agent entrusted by him in writing; if the appointing shareholder is a legal person, it shall be
affixed with the seal of the legal person or signed by its director or formally appointed agent.
The power of attorney issued by a shareholder to appoint a proxy to attend any general
meeting shall contain the following:
(i) name of the proxy;
(ii) whether there are voting rights;
(iii) instructions for voting for, against or abstaining from voting on each matter to be
considered on the agenda of general meeting;
(iv) the date of issuance and term of validity of the power of attorney;
(v) the signature of the principal (or official seal); and a corporate seal should be affixed
or signed by a legally authorized person if the principal is a corporate shareholder.
If the Shareholder does not give specific instructions on authorizing a proxy to attend the
general meeting, the power of attorney shall state whether the proxy may vote as he/she thinks
fit.
If the power of attorney is signed by other personnel authorized by consignor, the power
of attorney for authorized signature or other authorization documents should be certified by a
notary. The power of attorney or other authorization documents upon notarized shall, together
with the power of attorney for voting, be placed at the domicile of the Company or such other
location as specified in the notice of the meeting. If the consignor is a legal person, its legal
representative or any person authorized by resolutions of the Board or other decision-making
institutions shall attend the general meeting on behalf of the consignor.
All Directors shall attend general meetings of the Company, and the general manager and
other senior management shall attend the meeting as non-voting participants. Subject to
compliance with the securities regulatory rules of the place where the shares of the Company
are listed, the aforementioned persons may attend the meeting through the internet, video,
telephone or other means with equivalent effect.
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--- page 396 ---
A general meeting shall be presided over by chairman of the Board. Where the chairman
of the Board is unable or fails to perform his/her duties, the meeting shall be presided over by
a Director jointly elected by more than half of the Directors. A general meeting convened by
the Audit Committee shall be presided over by the convener of the Audit Committee. Where
the chairman of the Audit Committee is unable or fails to perform his/her duties, the meeting
shall be presided over by a member of the Audit Committee jointly elected by more than half
of the members of Audit Committee. A general meeting convened by Shareholders shall be
presided over by a representative elected by convener. Where the host of the meeting violates
the rules of procedure and makes it impossible to continue the meeting, with the consent of
more than half of the Shareholders present at the meeting with voting rights, the general
meeting may elect a person to serve as the host of the meeting and continue the meeting.
Voting of General Meetings
Resolutions of a general meeting are divided into ordinary resolutions and special
resolutions. Ordinary resolutions of a general meeting shall be passed by votes representing
more than half of the voting rights held by Shareholders (including proxies thereof) attending
the general meeting. Special resolutions of a general meeting shall be passed by votes
representing more than two-thirds of voting rights held by Shareholders (including proxies
thereof) attending the general meeting.
The following matters shall be passed by ordinary resolutions at a general meeting:
(i) work reports of the Board;
(ii) profit distribution plans and plans for recovery of losses formulated by the Board;
(iii) appointment and dismissal of members of the Board, their remuneration and
methods of payment;
(iv) matters other than those required by the laws, administrative regulations, the
securities regulatory rules of the place where the shares of the Company are listed
or the Articles of Association to be passed by special resolution.
The following matters shall be passed by special resolutions at a general meeting:
(i) increase or reduction of registered capital of the Company;
(ii) division, spin-off, merger, dissolution and liquidation of the Company;
(iii) the amendment of the Articles of Association;
(iv) the purchase and sale of material assets or amount of guarantee provided by the
Company within one year valued at more than 30% of the audited total assets of the
Company as at the most recent period;
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--- page 397 ---
(v) share incentive scheme;
(vi) other matters as required by the laws, administrative regulations, the securities
regulatory rules of the place where the shares of the Company are listed or the
Articles of Association, and considered by the general meeting, by way of an
ordinary resolution, to be of a nature which may have a material impact on the
Company, shall be passed by a special resolution.
Shareholders (including proxies thereof) shall exercise their voting rights based on the
number of voting shares they represent. Each share is entitled to one vote.
The shares of the Company held by the Company do not carry voting rights, and shall not
be counted in the total number of voting shares represented by Shareholders attending a general
meeting.
Shareholders who purchase the voting shares of the Company in violation of the
provisions of Clause 1 and Clause 2 of Article 63 of the Securities Law shall not exercise the
voting right of the shares that exceed the prescribed ratio within 36 months after the purchase,
and such number shall not be counted in the total number of voting shares represented by
Shareholders attending a general meeting.
The Board, independent Directors and Shareholders who hold more than one percent of
voting shares of the Company or investors protection institutes established in accordance with
laws, administrative regulations or the securities regulatory rules of the stock exchange(s)
where the shares of the Company are listed may publicly solicit for the voting shares from
Shareholders. Information including the specific voting intention shall be fully disclosed to the
Shareholders from whom voting rights are being collected. Consideration or de facto
consideration for soliciting Shareholders voting rights is prohibited. Except for statutory
conditions, the Company shall not impose any minimum shareholding limitation for soliciting
voting rights.
When a connected transaction is considered at a general meeting, the connected
shareholders shall refrain from voting and the number of voting shares that they represent shall
not be counted the total number of valid voting shares. Announcement of resolutions of the
general meeting shall fully disclose the voting of non-connected shareholders.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 398 ---
BOARD OF DIRECTORS
Directors
Directors may include executive Directors, non-executive Directors, and independent
non-executive Directors. Directors of the Company shall be natural persons and shall be
subject to the qualification required by the laws, administrative regulations and the securities
regulatory rules of the place where the shares of the Company are listed. A person may not
serve as a Director of the Company in case of any of the following circumstances:
(i) the person is without civil conduct capacity or with limited civil conduct capacity;
(ii) the person who has committed an offence of corruption, bribery, conversion of
property, misappropriation of property or sabotaging the market economic order of
socialism and has been punished therefor; or who has been deprived of his/her
political rights, in each case where less than five years have elapsed since the date
of the completion of implementation of such punishment or deprivation; or who has
been placed on probation less than two years have elapsed since the expiration of the
probation period;
(iii) the person who is a former director, factory director or manager of a company or
enterprise which is insolvent and under liquidation and he/she is personally liable
for the insolvency of such company or enterprise, where less than three years have
elapsed since the date of the completion of such insolvency and liquidation of the
company or enterprise;
(iv) the person who is a former legal representative of a company or enterprise which
had its business license revoked and was ordered to shut down due to a violation of
the law and who incurred personal liability, where less than three years have elapsed
since the date of such revocation of the business license;
(v) the person is listed by the People’s Court as a dishonest judgment debtor for failing
to repay a relatively large amount of due debts;
(vi) other contents stipulated by laws, administrative regulations or departmental rules or
the securities regulatory rules of the place where the shares of the Company are
listed.
Directors shall be elected or replaced at the general meeting and may be dismissed by the
general meeting prior to the expiry of the term of their office. The general meeting may depose
any director whose term has not expired by resolution. A Director shall serve a term of three
years and may serve consecutive terms if re-elected upon the expiration of their terms in
accordance with securities regulatory rules of the place where the shares of the Company are
listed.
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--- page 399 ---
The term of office of a Director shall commence from the date of taking the position until
the expiry of the term of office of the current session of the Board. Where a re-election fails
to be carried out in a timely manner upon the expiry of the term of office of a Director, such
Director shall continue to perform his/her duties as a Director in accordance with the laws,
administrative regulations, departmental rules and the Articles of Association until the newly
elected Director assumes the office.
Senior management officers may serve concurrently as Directors, provided that the total
number of such Directors who concurrently serve as senior management officers and the
employee representatives shall not exceed a half of the total number of the Directors of the
Company.
Directors may resign prior to the expiration of their terms of office. The Directors who
resign shall submit to the Board a written report in relation to their resignation. Relevant
information shall be disclosed by the Board within 2 days.
The terms of appointment, nomination and election procedures, functions and powers of
independent Directors shall be implemented in accordance with the laws, the relevant the
securities regulatory rules of the place where the shares of the Company are listed. The number
of independent Directors shall not be less than three and shall not be less than one-third of all
Directors, and at least one shall include financial or accounting expertise in compliance with
the requirements of the Listing Rules. One independent Director should be permanently
resident in Hong Kong. All independent Directors must possess the independence as provided
under the Listing Rules.
Unless otherwise specified by relevant laws, administrative regulations, and the securities
regulatory rules of the place where the shares of the Company are listed, the term “independent
Director” as referred to in the Articles of Association includes “independent non-executive
Directors” as defined in the Listing Rules.
Board of Directors
The Company has established a Board which shall be accountable to the general meetings.
The Board shall comprise 11 Directors.
The Board shall exercise the following duties and powers:
(i) to convene general meetings and report its work to the general meetings;
(ii) to implement the resolutions of the general meetings;
(iii) to formulate business operation plans and investment plans of the Company;
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--- page 400 ---
(iv) to formulate the profit distribution plans and plans for recovery of losses of the
Company;
(v) to formulate plans of the Company regarding increase or reduction of the registered
capital, issuance of bonds or other securities and listing;
(vi) to draft plans for major acquisitions of the Company, the purchase of Shares of the
Company, merger, division, dissolution or change in the form of the Company;
(vii) to determine, to the extent authorized by the general meeting, on such matters as the
external investments, purchase or sale of assets, assets mortgage, external guarantee,
entrusted wealth management, connected transactions and external donations of the
Company;
(viii) to determine the internal management structure of the Company;
(ix) to determine the appointment or dismissal of the general manager or other senior
management officers, and decide on their remuneration, rewards and penalties; and
based on the nomination of the general manager, to determine the appointment or
dismissal of the senior management including vice general manager and determine
their remuneration, rewards and penalties;
(x) to formulate the basic management system of the Company;
(xi) to formulate proposals for any amendment of the Articles of Association;
(xii) to manage the information disclosure of the Company;
(xiii) to propose to the general meeting for appointment or replacement of the accounting
firms which provide audit services to the Company;
(xiv) to listen to work reports of the general manager and review his/her work;
(xv) other duties as stipulated in laws, administrative regulations, departmental rules,
securities regulatory rules of the place where the shares of the Company are listed
and the Articles of Association.
Special committees are set up under the Board of the Company, namely Audit Committee,
Nomination Committee and Remuneration Committee.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-16 –


--- page 401 ---
Borrowing Powers
The Articles of Association do not contain any specific provisions regarding Directors
exercise of borrowing powers, but there are relevant provisions regarding Directors power to
determine, to the extent authorized by the general meeting, on such matters as the external
investments, purchase or sale of assets, assets mortgage, external guarantee, entrusted wealth
management, connected transactions and external donations of the Company.
The Board shall consider the following major transactions within the scope of
permissions: (save for the Company’s provision of guarantee):
(i) the total amount of assets involved in the transaction exceeds 10% of the latest
audited total assets of the Company. If the total amount of assets involved in the
above transaction has both book value and assessed value, the higher shall be used
for calculation.
(ii) the transaction consideration exceeds 10% of the latest market value of the
Company.
(iii) the net assets involved in the subject matter (such as equity interest) of the
transaction in the most recent financial year exceeds 10% of the latest market value
of the Company.
(iv) the operating revenue generated by the subject matter (such as equity interest) of the
transaction in the most recent financial year exceeds 10% of the audited operating
revenue of the Company in the most recent financial year.
(v) the profit arising from the transaction exceeds 10% of the audited net profit of the
Company in the most recent financial year, and the absolute amount of which
exceeds RMB1 million.
(vi) the net profit generated by the subject matter (such as equity interest) of the
transaction in the most recent financial year exceeds 10% of the audited net profit
of the Company in the most recent financial year, and the absolute amount of which
exceeds RMB1 million.
(vii) transactions that may constitute transactions subject to disclosure under Chapter 14
and Chapter 14A of the Hong Kong Listing Rules.
The chairman of the Board shall be elected by more than half of all the Directors. The
chairman of the Board shall exercise the following duties and powers:
(i) to convene and preside over Board meetings, and to preside over general meetings;
(ii) to supervise and examine the implementation of resolutions of Board;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-17 –


--- page 402 ---
(iii) to execute shares, debentures and other valuable securities of the Company;
(iv) to execute material documents of the Board of Directors and other documents
required to be signed by the legal representative of the Company;
(v) to exercise the powers of the legal representative;
(vi) in emergency circumstances arising from force majeure events such as exceptionally
severe natural disasters, to exercise special authority over the Company’s affairs in
compliance with laws and regulations and the Company’s interests, and report
thereafter to the Board of Directors and shareholders’ meeting;
(vii) other duties and powers as authorized by the Board.
Where the chairman of the Board is unable or fails to perform his/her duties, the duties
shall be performed by a Director jointly elected by more than half of the Directors.
The Board shall convene at least four meetings per year, and at least one meeting per
quarter. Shareholders representing more than one-tenth of the voting rights, more than
one-third of the Directors or the Audit Committee may propose to convene an extraordinary
meeting of the Board. The chairman of the Board shall convene and preside over the
extraordinary meeting of the Board within 10 days from the receipt of the proposal. The Board
of Directors shall notify all Directors in writing 14 days before convening the regular meeting
of the Board, while 2 days before convening the extraordinary meeting of the Board. If the
notice is not delivered directly, it shall also be confirmed by telephone and recorded
accordingly.
The quorum of a Board meeting shall consist of more than one half of all Directors. A
resolution of the Board shall be passed by more than half of all Directors. When the Board
considers a resolution on the guarantees of the Company within the Board’s decision-making
authority, the resolution shall be passed by more than two-thirds of the Directors present at the
meeting. When voting on the resolutions of the Board, each Director shall have one vote.
Where a Director has any connected relationship with the enterprise involved in the
matter to be decided at the meeting, he/she shall not exercise his/her voting rights on the
resolution, nor shall he/she exercise his/her voting rights on behalf of other Directors. Such a
Board meeting may be held only if more than one half of the Directors without a connected
relationship are present, and the resolutions made at such a Board meeting shall require
adoption by more than one half of the Directors without a connected relationship. If the number
of non-connected Directors in presence is less than 3 persons, the matter shall be submitted to
the general meeting for consideration. If there are any additional restrictions imposed by laws
and regulations and the securities regulatory rules of the place where the shares of the
Company are listed on the participation of Directors in the Board meetings and voting, such
provisions shall apply.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-18 –


--- page 403 ---
The voting in respect of a resolution made at a Board meeting shall be by open ballot.
Each Director has the right to one vote. Resolutions of extraordinary meetings of the Board
may be adopted by voting through telecommunication (including but not limited to telephone,
facsimile etc.), provided that the Directors are allowed to freely express their views and the
resolutions shall be signed by the attending Directors.
Directors shall attend Board meetings in person. If any Director is unable to attend the
meeting for any reason, he/she may by a written power of attorney appoint another Director to
attend the meeting on his/her behalf. The power of attorney shall include the name of the proxy,
the subject, scope of authorization and validity period, which shall be signed or officially
sealed by the appointing Director. A Director appointed as the representative of another
Director to attend the meeting shall exercise the rights of a Director within the scope of
authorization. Where a Director does not attend a Board meeting and does not appoint a proxy
to attend the meeting on his behalf, he/she shall be deemed to have waived his/her voting right
at the meeting.
General manager and other senior management
The Company shall have one general manager, who shall be appointed or dismissed by the
Board. The Company may have a deputy general manager. Deputy general manager shall be
nominated by the general manager and appointed or dismissed by the Board, and the deputy
general manager shall assist the general manager in his/her work.
The circumstances of disqualification for Directors prescribed in Article 100 of the
Articles of Association, the fiduciary duty of the Directors prescribed in Article 102 of the
Articles of Association, and the diligence duty of the Directors prescribed in Article 103 shall
also be applicable to senior management.
The general manager shall serve for a term of 3 years and may serve consecutive terms
if re-appointed.
The general manager shall report to the Board and exercise the following duties and
powers:
(i) to take charge of the production, operation and management of the Company,
organize the implementation of the Board, and report to the Board;
(ii) to organize the implementation annual business plans and investment plans of the
Company;
(iii) to draft the plans for establishment of the internal management organization of the
Company;
(iv) to draft the basic management system of the Company;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-19 –


--- page 404 ---
(v) to formulate the rules and regulations of the Company;
(vi) to propose to the Board the appointment or dismissal of the deputy general manager
and Chief Financial Officer of the Company;
(vii) to determine the appointment or dismissal of management personnel other than those
whose appointment or dismissal shall be determined by the Board;
(viii) other duties and powers as may be conferred by the Articles of Association or by the
Board.
The senior management of the Company shall perform their duties faithfully and
safeguard the best interests of the Company and all Shareholders. If the senior management of
the Company fails to perform their duties faithfully or violates their fiduciary duties, causing
damage to the interests of the Company and public Shareholders, they shall be liable for
compensation in accordance with the laws.
Audit Committee
The Board of the Company shall establish an Audit Committee, which shall exercise the
powers and duties of Audit Committee as stipulated in the Company Law.
The Audit Committee shall consist of independent non-executive Directors and shall be
chaired (convened) by an independent non-executive Director with appropriate professional
qualification, or accounting or related financial management expertise.
FINANCIAL ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND AUDIT
Financial Accounting System
The Company shall formulate its financial and accounting systems in accordance with
laws, administrative regulations and requirements of the securities regulatory rules of the place
where the shares of the Company are listed.
The Company shall, in accordance with the relevant laws, administrative regulations,
securities regulatory rules of the place where the Company’s shares are listed, and the
provisions of the securities regulatory authorities and stock exchanges of the place where the
Company’s shares are listed, prepare, publish, distribute, submit, disclose, make available and
announce the Company’s annual reports and interim reports.
The Company shall not keep accounts other than those provided by law. Any assets of the
Company shall not be kept under any account opened in the name of any individual.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-20 –


--- page 405 ---
Profit distribution
When distributing after-tax profits of the year, the Company shall set aside 10% of its
after-tax profits for the Company’s statutory reserve fund. When the aggregate balance in the
statutory reserve fund has reached 50% or more of the Company’s registered capital, the
Company needs not make any further allocations to that fund.
Where the Company’s statutory reserve fund is not enough to make up losses of the
Company for the preceding year, the current year’s profits shall be applied firstly to make up
the losses before being allocated to the statutory reserve in accordance with the preceding
provision.
Subject to a resolution passed at a general meeting, after allocation has been made to the
Company’s statutory reserve fund from its after-tax profits, the Company may set aside funds
for the discretionary reserve fund.
Except for those not distributed in proportion as prescribed in the Articles of Association,
the remaining after-tax profit, after recovery of losses and appropriation of statutory reserve
funds, shall be distributed to Shareholders in proportion to their shareholdings.
Where the general meeting distributes its profits before recovery of losses and
appropriation of statutory reserve funds to the shareholders in breach of the provisions of the
preceding provision, Shareholders must refund to the Company the profits distributed in
violation of the provisions.
No profit shall be distributed in respect of the shares of the Company which are held by
the Company.
The reserve fund of the Company shall be used for making up for the loss, expansion of
the operation or increase of capital of the Company, provided that the capital reserve fund shall
not be used for making up for the loss of the Company. When the statutory reserve fund is
capitalized, the retained portion of the fund shall not be less than 25% of the registered capital
of the Company before the capitalization.
The Company may distribute profits in the form of cash, shares or a combination of both,
or in any other manner permitted by laws and regulations. The Company shall prioritize the use
of cash dividends for profit distribution.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-21 –


--- page 406 ---
Internal audit
The Company shall implement an internal audit system which is equipped with dedicated
audit personnel to conduct internal audits for supervision of financial income and expenditure
and economic activities of the Company.
The internal audit system of the Company and the duties of audit personnel shall be
implemented upon approval by the Board. The head of audit shall be accountable and report
to the Board.
Appointment of an Accounting Firm
The Company shall appoint such accounting firm which has complied with the securities
regulatory rules of the place where the shares of the Company are listed for carrying out the
audit for the accounting statements, net asset verification, and other relevant consultancy
services. The term of appointment shall be 1 year and can be re-appointed.
The appointment of accounting firm by the Company shall be subject to the approval of
general meetings. The Board shall not appoint accounting firm before the approval of the
general meeting.
The Company guarantees that it shall provide the appointed accounting firm with true and
complete accounting proofs, accounting books, financial and accounting reports and other
accounting information, and that it engages without any refusal, withholding, and
misrepresentation.
The auditing fee of the accounting firm shall be determined by the general meeting.
In the event of termination of the appointment or non-renewal of appointment of an
accounting firm, the Company shall notify the accounting firm 15 days in advance; when the
general meeting votes on termination of appointment of an accounting firm, the accounting
firm shall be allowed to make its representation.
An accounting firm proposing to resign shall state at a general meeting whether the
Company has committed any improper act.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-22 –


--- page 407 ---
MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION
AND LIQUIDATION
Merger, Division, Capital Increase and Capital Reduction
Merger of the Company may take the form of absorption or establishment of a new
company.
In case of merger by absorption, a company absorbs any other company and the absorbed
company is dissolved. In case of merger by new establishment, two or more companies merge
into a new one and the parties to the merger are dissolved.
If the Company is involved in a merger, the parties to the merger shall enter into a merger
agreement, and shall prepare a balance sheet and a property list. The Company shall notify its
creditors within 10 days as of the date of the resolution for the merger and shall publish an
announcement on the designated newspapers (or National Enterprise Credit Information
Publicity System) and websites within 30 days as of the date of such resolution. A creditor may
within 30 days as of the receipt of the notice or, in case where he/she fails to receive such
notice within 45 days of the date of the announcement, to demand the Company to repay its
debts or provide guarantees for such debts. Other listing rules at the place where the shares of
the Company are listed shall prevail.
When the Company is merged, the claims and debts of each party to the merger shall be
succeeded to by the company surviving the merger or the new company established subsequent
to the merger.
Where there is a division of the Company, its assets shall be divided accordingly.
Where there is a division of the Company, a balance sheet and property list shall be
prepared. The Company shall notify its creditors within 10 days as of the date of the resolution
for the division and shall publish an announcement on the designated newspapers (or National
Enterprise Credit Information Publicity System) and websites within 30 days as of the date of
such resolution. Other listing rules at the place where the shares of the Company are listed shall
prevail.
Unless a written agreement has been entered into, before the division, by the Company
and its creditors in relation to the repayment of debts, debts of the Company prior to the
division shall be jointly assumed by the surviving companies after the division.
Where the Company needs to reduce its registered capital, it shall prepare a balance sheet
and property list.
The Company shall notify its creditors within 10 days as of the date of the resolution for
the reduction of its registered capital and shall publish an announcement on the designated
newspapers (or National Enterprise Credit Information Publicity System) and websites within
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-23 –


--- page 408 ---
30 days as of the date of such resolution. A creditor may within 30 days as of the receipt of
the notice or, in case where he/she fails to receive such notice within 45 days of the date of
the announcement, to demand the Company to repay its debts or provide guarantees for such
debts. Other listing rules at the place where the shares of the Company are listed shall prevail.
The registered capital of the Company after the reduction shall not be less than the
statutory minimum amount.
Where there is a merger or division of the Company, the Company shall, in accordance
with the laws, apply for change in its registration with the company registration authority for
any changes of its registered information caused thereby. Where the Company is dissolved, the
Company shall apply for cancellation of its registration in accordance with the laws. Where a
new company is established, the Company shall apply for registration of incorporation in
accordance with the laws.
Where there is an increase or reduction in the registered capital, the Company shall, in
accordance with the laws, apply for change in registration with the company registration
authority.
Dissolution and Liquidation
The Company shall be dissolved upon the occurrence of any of the following events:
(i) expiry of the term of business provided in the Articles of Association or other cause
of dissolution as specified therein;
(ii) a resolution on dissolution is passed by general meeting;
(iii) dissolution is required due to the merger or division of the Company;
(iv) the business license of the Company is revoked or the Company is ordered to close
down or dissolved in accordance with the laws;
(v) the Company suffers significant hardships in operation and management that cannot
be resolved through other means, and its continuation may cause substantial loss in
Shareholders interests, Shareholders representing 10% or above of the total voting
rights of the Company may plead the people’s court to dissolve the Company.
With regard to the occurrence of the situation described in sub-paragraph (i), (ii) above,
the Company may continue to exist by amending the Articles of Association. Amendments to
the Articles of Association pursuant to the preceding paragraph shall be subject to the approval
of Shareholders representing two-thirds or above of the voting rights present at the general
meetings.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-24 –


--- page 409 ---
Where the Company is dissolved pursuant to sub-paragraph (i), (ii), (iv) or (v) above, it
shall establish a liquidation committee within 15 days as of the dissolution circumstance arises,
and the liquidation shall be thereby started. The liquidation committee shall comprise Directors
or those determined by the general meeting. If the liquidation committee is not duly set up, the
creditors may plead the people’s court to designate related persons to form a liquidation
committee to carry out the liquidation.
As of the date of its establishment, the liquidation committee shall notify the creditors
within 10 days and make public announcement on the designated newspapers (or the National
Enterprise Credit Information Publicity System) and websites within 60 days. Creditors shall,
within 30 days as of the receipt of the notice or, in case where he/she fails to receive such
notice, within 45 days as of the date of the announcement, declare their claims to the
liquidation committee. Other listing rules at the place where the shares of the Company are
listed shall prevail.
Creditors shall provide explanations and evidence for their claims upon their declarations
of such claims. The liquidation committee shall record the creditors’ claims.
The liquidation committee shall not pay off any debts to any creditors during period of
credit declaration.
After checking the assets of the Company and preparing a balance sheet and property list,
the liquidation committee shall formulate a liquidation plan for the confirmation by general
meeting or the people’s court. The remaining properties of the Company, after the payment for
liquidation expenses, wages, social insurance premiums and statutory compensation of staffs,
taxes and debts of the Company, shall be distributed to the shareholders in proportion to their
shareholdings. During the liquidation period, the Company shall continue to exist but shall not
carry out any business activities unrelated to liquidation. The assets of the Company shall not
be distributed to the shareholders until the settlement of debts in accordance with the preceding
article.
If the liquidation committee, after checking the assets of the Company and preparing a
balance sheet and property list, finds that the assets of the Company are insufficient to pay off
its debts, it shall immediately file an application to the people’s court for bankruptcy. After the
Company is declared bankrupt by the people’s court, the liquidation committee shall hand over
the liquidation matters to the people’s court.
Upon completion of liquidation of the Company, the liquidation committee shall prepare
a liquidation report and submit the report to the general meeting or the people’s court for
confirmation, and submit the report to the company registration authority to apply for
de-registration of the Company and announce the termination of the Company.
Where the Company is declared bankruptcy in accordance with law, it shall implement
bankruptcy liquidation in accordance with the relevant laws relating to bankruptcy of
enterprise.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-25 –


--- page 410 ---
Amendments to the Articles of Association
The Company shall amend the Articles of Association in any of the following
circumstances:
(i) after amendments are made to the PRC Company Law or other relevant laws,
administrative regulations and regulatory rules at the place where the shares of the
Company are listed, any term contained in the Articles of Association become
inconsistent with the said amendments;
(ii) if certain changes of the Company occur resulting in the inconsistency with certain
terms specified in the Articles of Association;
(iii) the general meeting has resolved to amend the Articles of Association.
Where the amendments to the Articles of Association passed by resolutions of the general
meetings require approval of the competent authorities, the amendments shall be submitted to
the relevant authorities for approval. Where the amendments involve registration matters of the
Company, the involved change shall be registered in accordance with the laws.
The Board shall amend the Articles of Association in accordance with the resolution of
the general meetings on amendment to the Articles of Association and the examination and
approval opinions from relevant authorities.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-26 –


--- page 411 ---
FURTHER INFORMATION ABOUT OUR COMPANY
1. Incorporation of Our Company
Our Company was established as a limited liability company in the PRC on October 26,
2020 and was converted into a joint stock company with limited liability on August 7, 2025
under the laws of the PRC. As of the Latest Practicable Date, the registered share capital of our
Company was RMB60,000,000 divided into 60,000,000 Shares with a nominal value of
RMB1.00 each.
Our Company has established a place of business in Hong Kong at 40/F, Dah Sing
Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong, and has registered as a
non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance on
September 1, 2025. Ms. YUNG Mei Y ee (ᄃ), our company secretary, has been appointed
as our authorized representative for the acceptance of service of process in Hong Kong whose
correspondence address is the same as our place of business in Hong Kong.
2. Changes in Share Capital of Our Company
On October 26, 2020, our Company was established as a limited liability company with
a registered capital of RMB5,000,000.
On November 1, 2024, the registered capital of our Company increased from
RMB8,324,822 to RMB8,657,815.
On April 24, 2025, the registered capital of our Company increased from RMB8,657,815
to RMB8,739,300.
On May 26, 2025, the registered capital of our Company increased from RMB8,739,300
to RMB9,748,204.
For further details, see “History, Development and Corporate Structure” in this
prospectus. Save as disclosed above, there has been no alteration in our share capital within
two years immediately preceding the date of this prospectus.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 412 ---
3. Changes in the Share Capital of Our Subsidiaries
Our subsidiaries as of the Latest Practicable Date are set out in note 1 to the Accountants’
Report.
On March 28, 2025, our Company acquired approximately 30.77% of the equity interests
of LongBio Biotechnology (Changshu) Co., Ltd. (Ҧ(੬ᆞ)ʮ̡)( “ LongBio
Changshu ”) held by Changshu Southeast Industrial Investment Co., Ltd. (ପุҳ༟
ʮ̡) at the consideration of RMB23,990,000. Immediately after completion of the
acquisition, LongBio Changshu was wholly owned by our Company. LongBio Changshu was
deregistered on May 29, 2025.
On June 11, 2025, Hangzhou Lingcheng Biotechnology Co., Ltd. (ࠢ
ʮ̡) was established with a registered capital of RMB20,000,000 and was wholly owned by
our Company.
Save as disclosed above, no alteration in the share capital of our subsidiaries within two
years immediately preceding the date of this prospectus.
4. Resolutions of the Shareholders
Pursuant to a general meeting of our Company held on August 15, 2025, the following
resolutions, among others, were passed by our Shareholders:
(a) the issue by our Company of H Shares of a nominal value of RMB1.00 each and that
such H Shares be listed on the Hong Kong Stock Exchange;
(b) that the number of H Shares to be issued shall not be more than 25% of the total
issued share capital of our Company as enlarged by the Global Offering (without
taking into account the H Shares which may be allotted and issued pursuant to the
exercise of the Over-allotment Option), and the grant to the underwriters (or their
representatives) of the Over-allotment Option of not more than 15% of the number
of H Shares issued pursuant to the Global Offering;
(c) subject to the completion of the Global Offering, the adoption of the Articles of
Association which shall become effective on the Listing Date, and the authorization
to the Board to amend the Articles of Association in accordance with the
requirements of the relevant laws and regulations and the Listing Rules; and
(d) authorization of our Board to handle all relevant matters relating to, among other
things, the issue and listing of the H Shares.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 413 ---
FURTHER INFORMATION ABOUT THE BUSINESS OF OUR COMPANY
1. Summary of Material Contracts
We have entered into the following contracts (not being a contract entered into in the
ordinary course of business) within the two years immediately preceding the date of this
prospectus that are or may be material:
(a) an agreement for transfer of state-owned property rights ( ਷ϞପᛆᔷᜫΥΝ)
entered into between Changshu Southeast Industrial Investment Co., Ltd. (ی؇
ʮ̡) (as the transferor) and the Company (as the transferee) dated
March 28, 2025, pursuant to which, Changshu Southeast Industrial Investment Co.,
Ltd. (ʮ̡) agreed to transfer approximately 30.77% equity
interests in LongBio Biotechnology (Changshu) Co., Ltd. (Ҧ(੬ᆞ)ࠢ
ʮ̡) to our Company at the consideration of RMB23,990,000;
(b) a cornerstone investment agreement dated May 26, 2026 entered into among the
Company, OrbiMed Genesis Master Fund, L.P ., The Biotech Growth Trust LLP and
the Sole Sponsor-Overall Coordinator, with respect to a subscription of H Shares at
the Offer Price in the aggregate amount of the Hong Kong dollar equivalent of
US$18.0 million;
(c) a cornerstone investment agreement dated May 26, 2026 was entered into among the
Company, TruMed Healthcare Master Fund, TruMed Health Innovation Fund LP and
the Sole Sponsor-Overall Coordinator, with respect to a subscription of H Shares at
the Offer Price in an aggregate amount of HK$93,932,271;
(d) a cornerstone investment agreement dated May 26, 2026 entered into among the
Company, Huatai Capital Investment Limited and the Sole Sponsor-Overall
Coordinator, pursuant to which Huatai Capital Investment Limited has agreed to
subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong
dollars equivalent of US$12 million and to hold such Offer Shares on a non-
discretionary basis to hedge a series of cross border over-the-counter swap
transactions entered into by Huatai Capital Investment Limited, Huatai Securities
Co., Ltd. and Shanghai Gaoyi Asset Management Partnership (Limited Partnership)
(ɪऎ৷ᆇ༟ପ၍ଣΥྫΆุ(Υྫ)) as investment manager for and on behalf of
certain private investment schemes;
(e) a cornerstone investment agreement dated May 26, 2026 entered into among the
Company, Huatai Capital Investment Limited and the Sole Sponsor-Overall
Coordinator, pursuant to which Huatai Capital Investment Limited has agreed to
subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong
dollars equivalent of US$8 million and hold such Offer Shares on a non-
discretionary basis to hedge a series of cross border over-the-counter swap
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 414 ---
transactions entered into by Huatai Capital Investment Limited, Huatai Securities
Co., Ltd. and Wisdomshire Asset Management Co., Ltd* (ʮ
̡) as investment manager for and on behalf of certain private investment schemes;
(f) a cornerstone investment agreement dated May 26, 2026 was entered into among the
Company, Foresight Global Superior Choice SPC — Global Superior Choice Fund
1 SP , Foresight Global Superior Choice SPC — Vision Fund 1 SP , Foresight Global
Superior Choice SPC — Horizon Fund 1 SP , Foresight Global Superior Choice SPC
— Horizon Next Fund SP , and the Sole Sponsor-Overall Coordinator, with respect
to a subscription of H Shares at the Offer Price in an aggregate amount of the Hong
Kong dollar equivalent of US$10 million;
(g) a cornerstone investment agreement dated May 26, 2026 was entered into among the
Company, Fullgoal Asset Management (HK) Limited ( బ਷༟ପ၍ଣ(ಥ)ʮ
̡) and the Sole Sponsor-Overall Coordinator, with respect to a subscription of H
Shares at the Offer Price in an aggregate amount of the Hong Kong dollar equivalent
of US$1.6 million;
(h) a cornerstone investment agreement dated May 26, 2026 was entered into among the
Company, Fullgoal Fund Management Co., Ltd. (ʮ̡) and the
Sole Sponsor-Overall Coordinator, with respect to a subscription of H Shares at the
Offer Price in an aggregate amount of the Hong Kong dollar equivalent of US$8.4
million;
(i) a cornerstone investment agreement dated May 26, 2026 entered into among our
Company, V alue Partners Limited and the Sole Sponsor-Overall Coordinator, with
respect to a subscription of H Shares at the Offer Price in the aggregate amount of
HK$7,828,890;
(j) a cornerstone investment agreement dated May 26, 2026 entered into among the
Company, V alue Partners Hong Kong Limited and the Sole Sponsor-Overall
Coordinator, with respect to a subscription of H Shares at the Offer Price in the
aggregate amount of HK$54,792,624;
(k) a cornerstone investment agreement dated May 26, 2026 entered into among the
Company, Greater Bay Area Development Fund Management Limited for and on
behalf of the managed account of Mega Prime Development Limited and the Sole
Sponsor-Overall Coordinator, with respect to a subscription of H Shares at the Offer
Price in the aggregate amount of the Hong Kong dollar equivalent of US$5.0
million;
(l) a cornerstone investment agreement dated May 26, 2026 was entered into among the
Company, FR M CONSULTING CO., LTD and the Sole Sponsor-Overall
Coordinator, with respect to a subscription of H Shares at the Offer Price in the
aggregate amount of the Hong Kong dollar equivalent of US$2.0 million;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 415 ---
(m) a cornerstone investment agreement dated May 26, 2026 was entered into among the
Company, China Galaxy International Investment Company Limited and the Sole
Sponsor-Overall Coordinator, with respect to a subscription of H Shares at the Offer
Price in the aggregate amount of the Hong Kong dollar equivalent of US$2.0
million; and
(n) the Hong Kong Underwriting Agreement.
2. Intellectual Property Rights
(a) Trademarks
(i) As of the Latest Practicable Date, we have registered the following trademarks which we
consider to be material to our business:
No. Owner Registration no.
Place of
registration Trademark Class Validity period
1. /H1118/H1118/H1118Our Company 67270702 PRC
 42 From May 28,
2023 to May 27,
2033
2. /H1118/H1118/H1118Our Company 63015891 PRC
42 From November 7,
2022 to
November 6,
2032
3. /H1118/H1118/H1118Our Company 63024205 PRC
42 From August 21,
2022 to
August 20, 2032
4. /H1118/H1118/H1118Our Company 63013385 PRC
42 From August 21,
2022 to
August 20, 2032
5. /H1118/H1118/H1118Our Company 32496434 PRC
5 From April 7, 2019
to April 6, 2029
6 /H1118/H1118/H1118Our Company 304612572 Hong Kong
 5 From July 26,
2018 to July 25,
2028
7 /H1118/H1118/H1118Our Company 86002987 PRC
5 From January 7,
2026 to
January 6, 2036
8 /H1118/H1118/H1118Our Company 86009436 PRC
5 From January 7,
2026 to
January 6, 2036
9 /H1118/H1118/H1118Our Company 86009430 PRC
5 From January 7,
2026 to
January 6, 2036
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 416 ---
No. Owner Registration no.
Place of
registration Trademark Class Validity period
10 /H1118/H1118Our Company 86012484 PRC
 5 From January 7,
2026 to
January 6, 2036
11 /H1118/H1118Our Company 86010860 PRC
5 From January 7,
2026 to
January 6, 2036
12 /H1118/H1118Our Company 86009099 PRC
5 From January 7,
2026 to
January 6, 2036
13 /H1118/H1118Our Company 86000877 PRC
5 From January 7,
2026 to
January 6, 2036
14 /H1118/H1118Our Company 86020441 PRC
5 From January 7,
2026 to
January 6, 2036
15 /H1118/H1118Our Company 86009085 PRC
5 From January 7,
2026 to
January 6, 2036
16 /H1118/H1118Our Company 86004167 PRC
5 From January 7,
2026 to
January 6, 2036
17 /H1118/H1118Our Company 86016216 PRC
5 From January 7,
2026 to
January 6, 2036
18. /H1118/H1118Our Company 306928624 Hong Kong (A)
(B)
(C)
(D)
5 and
42
From June 12,
2025 to June 11,
2035
19 /H1118/H1118Our Company 86914409 PRC
5 From February 21,
2026 to
February 20,
2036
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 417 ---
(ii) As of the Latest Practicable Date, we have applied for the registration of the following
trademarks which we consider to be material to our business:
No. Applicant Application no.
Place of
registration Trademark Class Date of Application
1 /H1118/H1118/H1118Our Company 86915645 PRC
 5 August 5, 2025
2 /H1118/H1118/H1118Our Company 83119435 PRC
 35 January 15, 2025
3 /H1118/H1118/H1118Our Company 83122466 PRC
 5 January 15, 2025
(b) Domain Names
As of the Latest Practicable Date, we have registered the following domain names which
we consider to be material to our business:
No. Owner Domain name Registration date Expiry date
1. /H1118/H1118/H1118Our Company longbiopharma.xyz January 5,
2018
January 5,
2027
2. /H1118/H1118/H1118Our Company longbio.com May 10, 2006 May 10, 2029
3. /H1118/H1118/H1118Our Company longbio.com.cn January 5,
2018
January 5,
2027
4. /H1118/H1118/H1118Our Company longbiopharma.com January 5,
2018
January 5,
2027
(c) Patents
For a discussion of details of the material patents and patent applications in connection
with our products and product candidates, see “Business — Intellectual Properties” in this
prospectus.
Save as disclosed above, as of the Latest Practicable Date, there was no other trade or
service mark, patent, intellectual or industrial property right which was material in relation to
our business.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 418 ---
FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Disclosure of Interests
Save as disclosed below, immediately following completion of the Global Offering
(without taking into account the H Shares which may be allotted and issued pursuant to the
exercise of the Over-allotment Option), so far as our Directors are aware, none of our Directors
or chief executive has any interest or short positions in our Shares, underlying Shares or
debentures of our Company or any associated corporations (within the meaning of Part XV of
the SFO) which will have to be notified to our Company and the Hong Kong Stock Exchange
pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions
which they are taken or deemed to have under such provisions of the SFO), or which will be
required, pursuant to section 352 of the SFO, to be entered in the register referred to therein,
or which will be required to be notified to our Company and the Hong Kong Stock Exchange
pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers
contained in the Listing Rules.
Interests/Short Positions in our Shares
Name Position
Capacity/nature of
interest
Number of
Shares held
Approximate
percentage of
shareholding
in the relevant
proportion of
Shares (1)
Approximate
percentage of
shareholding
in the total
issued share
capital of our
Company (1)
(%) (%)
Dr. Liu (2), (3) /H1118/H1118/H1118/H1118Chairman and
Executive
Director
Beneficial Owner –
Unlisted
Shares
––
8,447,692
H Shares
11.58 11.39
Interest in
Controlled
Corporations
–
Unlisted
Shares
––
4,899,364
H Shares
6.72 6.60
Interest held
jointly with
another person
–
Unlisted
Shares
––
13,150,103
H Shares
18.03 17.72
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 419 ---
Name Position
Capacity/nature of
interest
Number of
Shares held
Approximate
percentage of
shareholding
in the relevant
proportion of
Shares (1)
Approximate
percentage of
shareholding
in the total
issued share
capital of our
Company (1)
(%) (%)
Dr. Sun (2), (4), (5) /H1118/H1118Executive
Director
Beneficial Owner –
Unlisted
Shares
––
6,668,921
H Shares
9.14 8.99
Interest of spouse –
Unlisted
Shares
––
5,797,991
H Shares
7.95 7.81
Interest in
Controlled
Corporations
–
Unlisted
Shares
––
683,191
H Shares
0.94 0.92
Interest held
jointly with
another person
–
Unlisted
Shares
––
13,347,056
H Shares
18.30 17.99
Notes:
(1) The calculation is based on the total number of 1,262,882 Unlisted Shares in issue and 72,930,268 H
Shares (assuming the Over-allotment Option is not exercised) in issue upon Listing.
(2) Pursuant to the AIC Agreement, Dr. Liu, Suzhou Taiwu, Dr. Sun, Ms. Chow and Shanghai Rising Suns
agreed to act in concert with Dr. Liu and reach consensus on matters relating to the material operation
of our Company during the term of the AIC Agreement, which shall be effective from the date of the
AIC Agreement until five years after the date of the initial public offering of our Shares on any stock
exchange in China, and the AIC Agreement shall be automatically renewed for another five years unless
terminated by the Concert Parties in accordance with the AIC Agreement. Dr. Sun and Ms. Chow
together constitute the largest shareholder, holding 60.5% registered share capital in PharMab as at the
Latest Practicable Date, and occupy two out of three board seats in PharMab. Given their control over
both the board meeting and the shareholders’ meeting, Dr. Sun and Ms. Chow have control over all the
voting rights attached to the Shares of our Company held by PharMab. Pursuant to the AIC Agreement,
Dr. Sun and Ms. Chow shall procure PharMab to act in concert with Dr. Liu at the Shareholders’ meeting
of our Company on matters relating to the material operation of our Company. PharMab is therefore
regarded as a party acting-in-concert with the Concert Parties. Pursuant to the AIC Agreement, prior to
taking action on major operational matters of our Company, as well as prior to voting on matters to be
deliberated by the Shareholders’ meetings and the board meetings of our Company, the Concert Parties
should engage in thorough consultation and communication to ensure consistency of action. If the
Concert Parties are unable to reach a consensus through consultation, each Concert Party shall exercise
its voting rights at the Shareholders’ meeting or board meeting in accordance with Dr. Liu’s opinion. See
“Relationship with our Controlling Shareholders — Our Controlling Shareholders.” By virtue of the
SFO, each of our Controlling Shareholders are all deemed to be interested in the total Shares directly
held by Dr. Liu, Suzhou Taiwu, Dr. Sun, Ms. Chow, Shanghai Rising Suns and PharMab. The total
Shares directly held by Dr. Liu, Suzhou Taiwu, Dr. Sun, Ms. Chow, Shanghai Rising Suns and PharMab
are 8,447,692, 4,899,364, 6,668,921, 3,643,748, 2,154,243, 683,191, respectively.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 420 ---
(3) Dr. Liu is the general partner of Suzhou Taiwu. Accordingly, Dr. Liu is deemed to be interested in all
our Shares held by Suzhou Taiwu under the SFO.
(4) Dr. Sun is the spouse of Ms. Chow. Accordingly, Dr. Sun is deemed to be interested in all our Shares
held by Ms. Chow under the SFO, and Ms. Chow is deemed to be interested in all our Shares held by
Dr. Sun.
(5) PharMab is owned as to 39.3% by Dr. Sun and 21.2% by Ms. Chow. Accordingly, Dr. Sun is deemed
to be interested in all our Shares held by PharMab. Shanghai Rising Suns is owned as to 27% by Teresa
CHOU (ڄbeing a sibling of Ms. Chow), 27% by Cherie Chihyun SUNG (ڄbeing a sibling
of Ms. Chow), 13.57% by Jay Jiekuen LOU (׺being a nephew-in-law of Ms. Chow), 27% by
Wing Pun FUNG ( ඹ࿲੸) (being a brother-in-law of Ms. Chow) and 5.43% by Dylan I-Ping CHANG
(௝ɓ̻), respectively. Ms. Chow serves as the sole director and legal representative of Shanghai Rising
Suns. Considering that Dr. Sun and Ms. Chow are the founding shareholders of our Company and based
on the trust in Ms. Chow, Teresa CHOU (ڄCherie Chihyun SUNG (ڄJay Jiekuen LOU
(׺Wing Pun FUNG ( ඹ࿲੸) and Dylan I-Ping CHANG ( ௝ɓ̻) (collectively, “ Shanghai
Rising Sun’s Shareholders ”) jointly established Shanghai Rising Suns for the sole purpose of investing
in our Company. In light of the above, in June 2021, Shanghai Rising Sun’s Shareholders and Ms. Chow
entered into a voting rights proxy agreement (“ Voting Rights Proxy Agreement ”), under which, among
others, Shanghai Rising Sun’s Shareholders irrevocably undertake to authorize Ms. Chow for exercising
all voting rights of the Shares held by Shanghai Rising Suns concerning matters related to our
Company’s operation and management, investment and exit decisions. The V oting Rights Proxy
Agreement will remain effective until termination with mutual consent of all parties. Shanghai Rising
Suns is a corporation controlled by Ms. Chow and accordingly, Ms. Chow is deemed to be interested
in all our Shares held by Shanghai Rising Suns.
2. Substantial Shareholders
For the information on the persons who will, immediately following the completion of the
Global Offering, have interests or short positions in our Shares or underlying Shares which
would be required to be disclosed to our Company and the Hong Kong Stock Exchange under
the provisions of Divisions 2 and 3 of Part XV of the SFO, see “Substantial Shareholders” in
this prospectus.
Save as disclosed in the section headed “Substantial Shareholders” in this prospectus, as
of the Latest Practicable Date, our Directors are not aware of any other person (other than our
Directors or chief executive) who will, immediately following completion of the Global
Offering, have interests or short positions in our Shares or underlying Shares which would be
required to be disclosed to our Company and the Hong Kong Stock Exchange under the
provisions of Divisions 2 and 3 of Part XV of the SFO, or directly or indirectly, be interested
in 10% or more of the nominal value of any class of share capital carrying rights to vote in all
circumstances at general meetings of any member of our Group other than our Company.
3. Service Contracts
Each of our Directors has entered into a service contract or a letter of appointment with
our Company. The principal particulars of these service contracts or a letter of appointment
comprise (a) a term of three years commencing from the date of appointment; and (b)
termination provisions in accordance with their respective terms. Our Directors may be
re-appointed subject to Shareholders’ approval.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 421 ---
Save as disclosed above, none of our Directors has or is proposed to have entered into any
service contract or letter of appointment with any member of our Group (excluding contracts
expiring or determinable by any member of our Group within one year without payment of
compensation other than statutory compensation).
4. Remuneration of Directors
Save as disclosed in the section headed “Directors and Senior Management” in this
prospectus and note 8 to the Accountants’ Report, for the two financial years ended December
31, 2024 and 2025, none of our Directors received other remuneration or benefits in kind from
us.
5. Disclaimers
(a) Save as disclosed in this section and the section headed “History, Development and
Corporate Structure” in this prospectus, none of our Directors or any of the parties
listed in the paragraph headed “— Other Information — 5. Qualifications of
Experts” in this Appendix is:
(i) interested in our promotion, or in any assets which have been, within two years
immediately preceding the date of this prospectus, acquired or disposed of by
or leased to us, or are proposed to be acquired or disposed of by or leased to
any member of our Company; or
(ii) materially interested in any contract or arrangement subsisting at the date of
this prospectus which is significant in relation to our business;
(b) Save in connection with the Hong Kong Underwriting Agreement and the
International Underwriting Agreement, none of the parties listed in the paragraph
headed “— Other Information — 5. Qualifications of Experts” in this Appendix:
(i) is interested legally or beneficially in any shares in any member of our Group;
or
(ii) has any right (whether legally enforceable or not) to subscribe for or to
nominate persons to subscribe for any securities in any member of our Group;
(c) Save as disclosed in this section and the section headed “Directors and Senior
Management” in this prospectus, none of our Directors is a director or employee of
a company that has an interest in the share capital of our Company which, once the
H Shares are listed on the Hong Kong Stock Exchange, would have to be disclosed
pursuant to Divisions 2 and 3 of Part XV of the SFO; and
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 422 ---
(d) So far as is known to our Directors, none of our Directors or their respective close
associates (as defined under the Listing Rules) or Shareholders who own more than
5% of the issued shares of our Company has any interests in the five largest
customers or the five largest suppliers of our Group.
EMPLOYEE INCENTIVE SCHEME
We have approved and adopted the Employee Incentive Scheme in 2025. The Employee
Incentive Scheme is not subject to the provisions of Chapter 17 of the Listing Rules as the
Employee Incentive Scheme does not involve the grant of new shares or awards by the
Company after the Listing.
Suzhou Taiwu is the employee incentive platform of our Company. As of the Latest
Practicable Date, Suzhou Taiwu held in aggregate 4,899,364 Shares, representing
approximately 8.17% of the share capital of our Company. For details of Suzhou Taiwu, see
“History, Development and Corporate Structure — Employee Incentive Platform” in this
prospectus.
Purpose
By adopting the employee incentive scheme and granting incentives thereunder, our
Company aims to attract, motivate, retain, and reward selected employees within our Company
and our subsidiaries. This scheme is intended to further stimulate employees’ enthusiasm and
creativity, promote sustainable growth in our Company’s performance, and create added value
for employees while increasing our Company’s overall value and ultimately achieving shared
development between employees and our Company.
Administration
Pursuant to the Articles of Association and the rules of the Employee Incentive Scheme,
our Board is responsible for reviewing and approving the implementation, alteration and
termination of the Employee Incentive Scheme. Our Board has further established an employee
equity incentive scheme daily management working committee (the “ Employee Incentive
Scheme Working Committee ”), whose members are appointed at the sole discretion of our
Board, to assist in the implementation of the Employee Incentive Scheme and carry out other
matters delegated by our Board.
Participants
The participants include the employees of our Company and our subsidiaries (the
“Participants ”).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 423 ---
Grant of Incentive Awards
As of the Latest Practicable Date, our employee incentive platform, Suzhou Taiwu, held
in aggregate 4,899,364 Shares, representing approximately 8.17% of the share capital of our
Company. For details of Suzhou Taiwu, see “History, Development and Corporate Structure —
Employee Incentive Platform” in this prospectus.
The Participants subscribe for limited partnership interests from Suzhou Taiwu (the
“Incentive Awards ”), thereby indirectly holding our Shares in our Company by virtue of their
capacity as a limited partner of Suzhou Taiwu. All Participants agree that Dr. Liu, the general
partner of Suzhou Taiwu, shall exercise the voting rights attached to our Shares held by the
employee incentive platform.
Having comprehensively considered various factors such as years of service, employment
status, role value, job level, cultural alignment, and work contributions to our Company, the
Employee Incentive Scheme Working Committee determines the identities of the Participants,
the amount of Incentive Awards and subscription price of the Incentive Awards (the
“Subscription Price ”).
The Participants then sign an equity incentive agreement with the Company, contribute
the corresponding Subscription Price to Suzhou Taiwu as capital contributions, and sign a
Partnership Agreement with Dr. Liu and the other limited partners of Suzhou Taiwu.
Subscription Price of the Incentive Awards
The Subscription Price is RMB7.00 per registered capital of the Company. The
subscription price shall be paid by the Participants out of their own funds.
Lock-up Period
The Incentive Awards shall be vested as follows:
Vesting Period Vested Portion
12 months after completion of registration/filing /H1118/H11181/4 of the Incentive Awards
24 months after completion of registration/filing /H1118/H11181/4 of the Incentive Awards
36 months after completion of registration/filing /H1118/H11181/4 of the Incentive Awards
48 months after completion of registration/filing /H1118/H11181/4 of the Incentive Awards
The lock-up period shall commence on the date on which the relevant industrial and
commercial registration or filing procedures for the Participants are completed, and shall end
upon the end of the vesting period or the later of: (i) the expiration of the lock-up period
stipulated by the Listing Rules and the regulatory requirements of the Hong Kong Stock
Exchange at the time of Listing, or (ii) the expiration of the lock-up period undertaken by our
Company.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-13 –


--- page 424 ---
If our Company completes its Listing before the end of the vesting period, the Participants
shall voluntarily undertake not to transfer any of their unvested Incentive Awards during the
lock-up period, nor to create or permit any pledge or other encumbrance on such shares, nor
to dispose of them in any other manner, whether directly or indirectly. Otherwise, the relevant
Participants shall unconditionally agree to the general partner’s repurchase of their Incentive
Awards in accordance with the provisions of this plan. With respect to the vested Incentive
Awards, the Participants may realize their vested Incentive Awards in accordance with the
Employee Incentive Scheme, provided that any lock-up period required under the Listing Rules
and regulatory requirements of the Hong Kong Stock Exchange has expired.
Repurchase of Incentive Awards
During the lock-up period, if any of the following events occur, Dr. Liu, the general
partner of our employee incentive platform, Suzhou Taiwu, reserves the right to repurchase the
relevant Incentive Awards within three months of any of the following events:
(i) retirement, death, or certified loss of work capacity of the Participant;
(ii) termination of employment for any reason, including dismissal, resignation, or
mutual separation;
(iii) unauthorized transfer or pledge of Incentive Awards, or the establishment of any
third-party rights over such shares;
(iv) nominee shareholding arrangements or any conduct deemed to adversely affect
Listing of our Company;
(v) failure to fulfill duties diligently, including but not limited to criminal liability
arising from unlawful acts; violations of laws, company policies, or employment
agreements causing reputational or financial harm; breach of confidentiality or
ethical standards, including bribery, embezzlement, or theft; engagement in
competing business without prior written consent, or employment with a competitor;
any other conduct causing material harm to our Company, as determined by our
Company and resulting in dismissal;
(vi) withdrawal or expulsion from Suzhou Taiwu in accordance with applicable laws, its
partnership agreement, or related agreements.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


--- page 425 ---
Details of the Incentive Awards Granted Under the Employee Incentive Scheme
As of the Latest Practicable Date, there are 15 Participants holding partnership interests
in Suzhou Taiwu, and all of the Incentive Awards under the Employee Incentive Scheme have
been fully granted and no awards will be granted after the Listing under the Employee
Incentive Scheme. Details of the Incentive Awards granted to Directors or senior management
under the Employee Incentive Scheme are set out below:
Name Position
Approximate
Partnership
Interests of
Suzhou Taiwu
Approximate
Number of
Shares
Corresponding
to the Incentive
Awards Held by
the Participant
Approximate
Shareholding
Percentage
Corresponding to
the Incentive
Awards Held by
the Participant in
the Total Number
of Shares in
Issue Immediately
Prior to the
Global Offering
Approximate
Shareholding
Percentage
Corresponding to
the Incentive
Awards held by
the Participant in
the Total Number
of Shares in
Issue Immediately
after the
Global Offering
Xie Ming ( ᑽჼ) /H1118/H1118/H1118Executive Director
and Deputy
General Manager
3.0003% 146,996 0.24% 0.20%
Ma Haili ( ৵ऎͭ)/H1118/H1118Head of New Drug
Discovery
6.00% 293,991 0.49% 0.40%
Xu Linfeng
(ᑗჾ) /H1118/H1118/H1118/H1118/H1118/H1118
Head of Analysis
and Formulation
6.00% 293,991 0.49% 0.40%
Xu Weitao (ሊ
ᏹ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Head of Production
Process
6.00% 293,991 0.49% 0.40%
Y ang Jie ( เ௫) /H1118/H1118/H1118Head of Clinical
Department
3.00% 146,996 0.24% 0.20%
Tao Songshu
(ዓ) /H1118/H1118/H1118/H1118/H1118/H1118
Manager of
Analytical
Sciences
2.04% 99,957 0.17% 0.13%
Gao Qi ( ৷೘) /H1118/H1118/H1118/H1118Manager of Antibody
Discovery Team
1.17% 57,372 0.10% 0.08%
Su Huili ( ᘽᅆᘆ) /H1118/H1118Manager of
Purification Team
1.17% 57,372 0.10% 0.08%
Chen Tianpei
(௓˂੃) /H1118/H1118/H1118/H1118/H1118/H1118
Supervisor of
Sample
Preparation Team
1.17% 57,372 0.10% 0.08%
Xiao Xingbing
(ӽጳж) /H1118/H1118/H1118/H1118/H1118/H1118
Supervisor of Cell
Culture
1.17% 57,372 0.10% 0.08%
Han Cuicui
(ᒵၯၯ) /H1118/H1118/H1118/H1118/H1118/H1118
Manager of Medical
Affairs
0.60% 29,401 0.05% 0.04%
Lin Haijing
(ऎ᎑) /H1118/H1118/H1118/H1118/H1118/H1118
Senior Manager of
Quality Assurance
0.60% 29,401 0.05% 0.04%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-15 –


--- page 426 ---
Name Position
Approximate
Partnership
Interests of
Suzhou Taiwu
Approximate
Number of
Shares
Corresponding
to the Incentive
Awards Held by
the Participant
Approximate
Shareholding
Percentage
Corresponding to
the Incentive
Awards Held by
the Participant in
the Total Number
of Shares in
Issue Immediately
Prior to the
Global Offering
Approximate
Shareholding
Percentage
Corresponding to
the Incentive
Awards held by
the Participant in
the Total Number
of Shares in
Issue Immediately
after the
Global Offering
Sun Jianyu
(Ԉρ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Senior Researcher in
Antibody
Discovery
0.60% 29,401 0.05% 0.04%
Li Qing ( ҽ૶) /H1118/H1118/H1118/H1118Document Control
Engineer
0.21% 10,289 0.02% 0.01%
Liu Y unhua
(ᄎ༶ശ) /H1118/H1118/H1118/H1118/H1118/H1118
Supervisor of
Bioactivity Testing
Team
0.21% 10,289 0.02% 0.01%
OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to
impose on our Company or any of our subsidiaries under the laws of the PRC.
2. Litigation
As of the Latest Practicable Date, no member of our Group was involved in any litigation,
arbitration or claim of material importance, and, so far as we are aware, no litigation,
arbitration or claim of material importance is pending or threatened against any member of our
Group, which would have a material adverse effect on our financial condition or results of
operations, taken as a whole.
3. Sole Sponsor
The Sole Sponsor has made an application on behalf of our Company to the Hong Kong
Stock Exchange for the listing of, and permission to deal in, our H Shares. All necessary
arrangements have been made to enable the securities to be admitted into CCASS.
The Sole Sponsor satisfies the independence criteria applicable to sponsors set out in Rule
3A.07 of the Listing Rules. The Sole Sponsor will receive a fee of US$500,000 to act as a
sponsor to our Company in connection with the Global Offering.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-16 –


--- page 427 ---
4. Preliminary Expenses
As of the Latest Practicable Date, our Company has not incurred material preliminary
expenses.
5. Qualifications of Experts
The qualifications of the experts (as defined under the Listing Rules and the Companies
(Winding Up and Miscellaneous Provisions) Ordinance) who have given opinions and/or
advice in this prospectus are as follows:
Name Qualifications
Sinolink Securities (Hong
Kong) Company
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Licensed to conduct Type 1 (dealing in securities), Type 2
(dealing in futures contracts), Type 4 (advising on
securities), Type 6 (advising on corporate finance) and
Type 9 (asset management) of regulated activities as
defined under the SFO
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants and Registered Public
Interest Entity Auditor
Hai Run Law Firm /H1118/H1118/H1118/H1118/H1118/H1118Company’s PRC legal advisor
Frost & Sullivan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Independent industry consultant
6. Consents
Each of the experts as referred to in the paragraph headed “— Other Information — 5.
Qualifications of Experts” in this Appendix has given and has not withdrawn its respective
written consents to the issue of this prospectus with the inclusion of certificates, letters,
opinions or reports and the references to its name included herein in the form and context in
which it respectively included.
7. Taxation of Holders of H Shares
(a) Hong Kong
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty. The
current rate charged on each of the purchaser and seller is 0.1% of the consideration or, if
higher, the fair value of the H Shares being sold or transferred. For further details in relation
to taxation, see Appendix III to this prospectus.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(b) Consultation with Professional Advisors
Potential investors in the Global Offering are urged to consult their professional tax
advisors if they are in any doubt as to the taxation implications of subscribing for, purchasing,
holding or disposing of or dealing in our H Shares (or exercising rights attached to them). None
of our Company, our Directors, the Sole Sponsor, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, or any other person or party
involved in the Global Offering accept responsibility for any tax effects on, or liabilities of, any
person, resulting from the subscription, purchase, holding or disposal of, dealing in or the
exercise of any rights in relation to our H Shares.
8. No Material Adverse Change
Our Directors confirm that, as of the date of this prospectus, there has been no material
adverse change in the financial or trading position of our Company since December 31, 2025
(being the latest balance sheet date of our consolidated financial statements as set out in the
Accountants’ Report).
9. Promoters
The promoters of our Company are all then 31 shareholders of our Company as of August
7, 2025 before our conversion into a joint stock company with limited liability. Save as
disclosed in the section headed “History, Development and Corporate Structure” in this
prospectus, within the two years preceding the date of this prospectus, no cash, securities or
other benefit has been paid, allotted or given or is proposed to be paid, allotted or given to any
promoter in connection with the Global Offering and the related transactions described in this
prospectus.
10. Restrictions on Repurchase
For details, see Appendices IV and V to this prospectus.
11. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance of it, of
rendering all persons concerned bound by all of the provisions (other than the penal provisions)
of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance so far as applicable.
12. Bilingual Prospectus
The English and Chinese language versions of this prospectus are being published
separately, in reliance upon the exemption provided under section 4 of the Companies
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice
(Chapter 32L of the Laws of Hong Kong).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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13. Miscellaneous
Save as otherwise disclosed in this prospectus:
(a) within the two years preceding the date of this prospectus, (i) our Company has not
issued nor agreed to issue any share or loan capital fully or partly paid either for
cash or for a consideration other than cash; and (ii) no commission, discount,
brokerage or other special term has been granted in connection with the issue or sale
of any shares of our Company;
(b) no Share or loan capital of our Company, if any, is under option or is agreed
conditionally or unconditionally to be put under option;
(c) our Company has not issued nor agreed to issue any founder shares, management
shares or deferred shares;
(d) our Company has no outstanding convertible debt securities or debentures;
(e) there is no arrangement under which future dividends are waived or agreed to be
waived;
(f) there has been no interruption in our business which may have or have had a
significant effect on the financial position in the last 12 months;
(g) our Company is not presently listed on any stock exchange or traded on any trading
system; and
(h) our Company is a joint stock limited company and is subject to the PRC Company
Law.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to a copy of this prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were:
(i) a copy of the material contracts referred to in the paragraph headed “Further
Information about the Business of Our Company — 1. Summary of Material
Contracts” in Appendix VI to this prospectus; and
(ii) the written consents referred to in the paragraph headed “Other Information — 6.
Consents” in Appendix VI to this prospectus.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the
Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.longbio.com
during a period of 14 days from the date of this prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report prepared by Ernst & Y oung, the text of which is set out in
Appendix I to this prospectus;
(c) the audited consolidated financial statements of our Group for the two financial
years ended December 31, 2024 and 2025;
(d) the report prepared by Ernst & Y oung on the unaudited pro forma financial
information of our Group, the text of which is set out in Appendix II to this
prospectus;
(e) the industry report issued by Frost & Sullivan referred to in the section headed
“Industry Overview” in this prospectus;
(f) the PRC legal opinion issued by Hai Run Law Firm, our legal advisor as to PRC law,
in respect of, among other things, the general matters and property interests of our
Group under the PRC laws;
(g) the material contracts referred to in the paragraph headed “Further Information
about the Business of Our Company — 1. Summary of Material Contracts” in
Appendix VI to this prospectus;
(h) the service contracts referred to in the paragraph headed “Further Information about
Our Directors and Substantial Shareholders — 3. Service Contracts” in Appendix VI
to this prospectus;
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
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(i) the written consents referred to in the paragraph headed “Other Information — 6.
Consents” in Appendix VI to this prospectus; and
(j) the PRC Company Law, the PRC Securities Law, the Overseas Listing Trial
Measures and the Guidelines for Articles of Association of Listed Companies ( ɪ
ˏ) issued by the CSRC, together with unofficial English
translations thereof.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
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天辰生物醫藥（蘇州）股份有限公司
LongBio Pharma (Suzhou) Co., Ltd.
