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GLOBAL OFFERING
Sole Sponsor, Sponsor-Overall Coordinator, Sole Overall Coordinator,
Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager
Stock Code : 6132
(A joint stock company incorporated in the People’s Republic of China with limited liability)
華健未來（成都）科技股份有限公司
HJ SCIENCE CO., L TD.


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IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice.
HJ Science Co., Ltd.
ശ਄͊Ը (ϓே )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
: 13,600,000 H Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 1,360,000 H Shares (subject to reallocation)
Number of International Offer Shares : 12,240,000 H Shares (subject to reallocation
and the Over-allotment Option)
Offer Price : HK$81.80 per Offer Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565%
and AFRC transaction levy of 0.00015%
(payable in full on application in Hong
Kong Dollars and subject to refund)
Nominal Value : RMB1.00 per H Share
Stock Code : 6132
Sole Sponsor, Sponsor-Overall Coordinator, Sole Overall Coordinator,
Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager
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 howsoever arisi ng 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 “Appendix V—Documents Delivered to the Registrar of Companies and Docu ments on Display—A. Documents
Delivered to the Registrar of Companies” 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 Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Ho ng Kong take no responsibility
for the contents of this prospectus or any other documents referred to above.
The Sole Overall Coordinator (acting in such capacity and as the Underwriter and the Capital Market Intermediary) may, with the consent of our Company , reduce the number of Hong Kong
Offer Shares and/or the Offer Price below that stated in this prospectus at any time prior to the morning of the last day for lodging applications under t he Hong Kong Public Offering. In such
a case, a notice of the reduction in the number of Hong Kong Offer Shares and/or the Offer Price will be published on the Stock Exchange’s website at www.hkexnews.hk and our website
at www.hj3h.com not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Further details are set forth in “Structure of t he Global
Offering—Conditions of the Global Offering” and “How to Apply for the Hong Kong Offer Shares” in this prospectus. If applications for the Hong Kong Off er Shares have been submitted
prior to the day which is the last day for lodging applications under the Hong Kong Public Offer, then such applications can be subsequently withdrawn i f the number of Offer Shares and/or
the Offer Price is so reduced.
The obligations of the Hong Kong Underwriter under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscript ion for, the Hong Kong
Offer Shares, are subject to termination by the Sole Overall Coordinator (acting in such capacity and as the Underwriter and the Capital Market Interm ediary) if certain grounds
arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed “Underwriting—Underwriting Arrangements and Expenses—Ho ng Kong Public
Offering—Grounds for termination” in this prospectus. It is important that you refer to that section for further details.
Prior to making an investment decision, prospective investors should consider carefully all the information set forth in this prospectus, includin g but not limited to the risk factors set forth
in “Risk Factors” in this prospectus.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, 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. Securiti es Act. The Offer Shares are being offered
and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
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 websites of the Stock Exchange ( www.hkexnews.hk ) and our Company ( www.hj3h.com ). If you require a printed copy of this prospectus, you may
download and print from the website addresses above.
IMPORTANT
June 12, 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 printed copies of this prospectus to the public in relation to the
Hong Kong Public Offering.
This prospectus is available on the website of the Stock Exchange at www.hkexnews.hk
under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at
www.hj3h.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 use one of the following application
channels:
Application Channel Platform Target Investors Application Time
White Form eIPO service /H1118/H1118www.eipo.com.hk Applicant 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 Friday,
June 12, 2026 to 11:30 a.m.
on Wednesday, June 17,
2026. The latest time for
completing full payment of
application monies will be
12:00 noon on Wednesday,
June 17, 2026.
HKSCC EIPO channel /H1118/H1118/H1118Your broker or custodian who
is a HKSCC Participant will
submit electronic
application instructions on
your behalf through
HKSCC’s FINI system in
accordance with your
instruction.
Applicant 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.
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
printed 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 above.
See “How to Apply for Hong Kong Offer Shares” in this prospectus for further details on the
procedures through which you can apply for the Hong Kong Offer Shares electronically.
IMPORTANT
–i i–


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Your application through the White Form eIPO service or the HKSCC EIPO service must be for
a minimum of 100 Hong Kong Offer Shares and in one of the numbers set out in the table below.
If you are applying through the White Form eIPO service , you may refer to the table below for the
amount payable for the number of Shares you have selected. You must pay the respective maximum
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. You 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
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 8,262.49 2,000 165,249.91 10,000 826,249.54 200,000 16,524,990.60
200 16,524.98 2,500 206,562.38 20,000 1,652,499.05 250,000 20,656,238.26
300 24,787.49 3,000 247,874.87 30,000 2,478,748.59 300,000 24,787,485.90
400 33,049.98 3,500 289,187.34 40,000 3,304,998.12 350,000 28,918,733.56
500 41,312.47 4,000 330,499.81 50,000 4,131,247.66 400,000 33,049,981.20
600 49,574.97 4,500 371,812.29 60,000 4,957,497.18 450,000 37,181,228.86
700 57,837.48 5,000 413,124.76 70,000 5,783,746.71 500,000 41,312,476.50
800 66,099.97 6,000 495,749.72 80,000 6,609,996.25 600,000 49,574,971.80
900 74,362.46 7,000 578,374.67 90,000 7,436,245.76 680,000
(1) 56,184,968.05
1,000 82,624.95 8,000 660,999.62 100,000 8,262,495.30
1,500 123,937.42 9,000 743,624.58 150,000 12,393,742.96
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(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)
and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in
the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC
transaction levy, collected by the Stock Exchange on behalf of the AFRC).
No application for any other number of the Hong Kong Offer Shares will be considered and any such
application is liable to be rejected.
IMPORTANT
– iii –


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If there is any change in the following expected timetable (1) of the Hong Kong Public
Offering, we will issue an announcement in Hong Kong to be published on our website at
www.hj3h.com and the website of the Stock Exchange at www.hkexnews.hk.
Hong Kong Public Offering commences .................................... .9:00 a.m. on
Friday, June 12, 2026
Latest time to complete electronic applications
under the White Form eIPO service through
the designated website at www.eipo.com.hk (2) .............................. 1 1:30 a.m. on
Wednesday, June 17, 2026
Application lists open (3) ................................................ 1 1:45 a.m. on
Wednesday, June 17, 2026
Latest time for (a) completing payment of White Form eIPO
applications by effecting internet banking transfer(s)
or PPS payment transfer(s) and (b) applying through
the HKSCC EIPO channel
(4) ........................................ .12:00 noon on
Wednesday, June 17, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to give electronic
application instructions via HKSCC’s FINI system in accordance with your instruction and on your
behalf, you are advised to contact your broker or custodian for the earliest and latest time for giving such
instructions which may vary by broker or custodian .
Application lists close (3) .............................................. .12:00 noon on
Wednesday, June 17, 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 Public Offering
to be published on our website at www.hj3h.com
(5)
and the website of the Stock Exchange at www.hkexnews.hk ......... n o later than 11:00 p.m. on
Monday, June 22, 2026
The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be available through a variety of channels,
including:
 in the announcement to be posted on our
website and the website of the Stock Exchange
at www.hj3h.com and www.hkexnews.hk
respectively ....................................... n o later than 11:00 p.m. on
Monday, June 22, 2026
EXPECTED TIMETABLE
–i v–


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 on the designated results of allocation at
www.iporesults.com.hk (alternatively:
http://www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function from ............................... 1 1:00 p.m. on
Monday, June 22, 2026
to 12:00 midnight on
Sunday, June 28, 2026
 from the allocation results telephone enquiry
line by calling +852 2862 8555
between 9:00 a.m. and 6:00 p.m. .......................o nT uesday, June 23, 2026,
Wednesday, June 24, 2026,
Thursday, June 25, 2026
and Friday, June 26, 2026
For those applying through HKSCC EIPO channel,
you may also check with your broker or custodian from ...................... .6:00 p.m. on
Thursday, June 18, 2026
H Share certificates in respect of wholly or partially
successful applications to be dispatched or deposited
into CCASS on or before
(6) ................................... .Monday, June 22, 2026
White Form e-Refund payment instructions/refund
cheques in respect of wholly or partially successful
applications if the final Offer Price is less than the
maximum Offer Price per Offer Share initially paid
on application (if applicable) or wholly or partially
unsuccessful applications to be dispatched
on or before
(7)(8) ............................................ T uesday, June 23, 2026
Dealings in the H Shares on the Hong Kong
Stock Exchange expected to commence at ................................. .9:00 a.m. on
Tuesday, June 23, 2026
Notes:
(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.
(2) You will not be permitted to submit your application through the designated website at www.eipo.com.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 before 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 “black” rainstorm warning or a tropical cyclone warning signal number 8 or above and/or Extreme Conditions
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, June 17, 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” in this
prospectus for details.
(4) Applicants who apply for Hong Kong Offer Shares via HKSCC EIPO channel should refer to “How to Apply for Hong Kong
Offer Shares—A. Application for Hong Kong Offer Shares—2. Application Channels— HKSCC EIPO channel” in this
prospectus for details.
(5) None of the websites or any of the information contained on the websites forms part of this prospectus.
EXPECTED TIMETABLE
–v–


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(6) The H Share certificates will only become valid evidence of title provided that the Global Offering has become unconditional
in all respects and neither of the Hong Kong Underwriting Agreement nor the International Underwriting Agreement is
terminated in accordance with its respective terms prior to 8:00 a.m. on the Listing Date. The Listing Date is expected to be
on or about Tuesday, June 23, 2026. Investors who trade the H Shares on the basis of publicly available allocation details prior
to the receipt of H Share certificates or prior to the H Share certificates becoming valid evidence of title do so entirely at their
own risk.
(7) White Form e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful
applications.
(8) Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should see “How to Apply for
Hong Kong Offer Shares—D. Despatch/Collection of H Share Certificates and Refund of Application Monies” in this
prospectus for details.
Applicants who have applied through the White Form eIPO 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 White Form e-Refund payment
instructions. Applicants who have applied through the White Form eIPO 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 cheques in favor 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 the sections headed “How to Apply for Hong Kong Offer Shares—D. Despatch/Collection
of H Share Certificates and Refund of Application Monies.”
The above expected timetable is a summary only. For further details of the structure of the
Global Offering, including its conditions, and the procedures for applications for Hong Kong Offer
Shares, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in
this prospectus, 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 case, our Company will make an announcement as soon as
practicable thereafter.
EXPECTED TIMETABLE
–v i–


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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.
Y ou 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 Sponsor-Overall Coordinator, the Sole Overall Coordinator, the Sole Global Coordinator, the
Sole Bookrunner and the Sole Lead Manager, the Capital Market Intermediary, the Underwriter,
any of our or their respective directors, officers or representatives, or any other person or party
involved in the Global Offering. Information contained in our website, located at www.hj3h.com,
does not form part of this prospectus.
EXPECTED TIMETABLE ................................................. i v
CONTENTS ............................................................ v i i
SUMMARY ............................................................. 1
DEFINITIONS AND ACRONYMS ........................................... 2 0
GLOSSARY OF TECHNICAL TERMS ........................................ 2 8
FORW ARD-LOOKING STATEMENTS ........................................ 4 0
RISK FACTORS ......................................................... 4 1
W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE
LISTING RULES AND EXEMPTION FROM THE COMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE ............................. 6 8
INFORMATION ABOUT THIS PROSPECTUS AND THE
GLOBAL OFFERING ................................................... 7 2
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE
GLOBAL OFFERING ................................................... 7 6
CORPORATE INFORMATION ............................................. 8 0
INDUSTRY OVERVIEW .................................................. 8 2
REGULATORY OVERVIEW ............................................... 1 1 2
CONTENTS
– vii –


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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE .................... 1 3 2
BUSINESS ............................................................. 1 5 2
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT ..................... 2 3 6
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS .................. 2 4 8
SUBSTANTIAL SHAREHOLDERS ........................................... 2 5 1
CORNERSTONE INVESTORS .............................................. 2 5 2
SHARE CAPITAL ........................................................ 2 5 8
FINANCIAL INFORMATION ............................................... 2 6 1
FUTURE PLANS AND USE OF PROCEEDS ................................... 2 8 2
UNDERWRITING ........................................................ 2 8 5
STRUCTURE OF THE GLOBAL OFFERING .................................. 2 9 5
HOW TO APPLY FOR HONG KONG OFFER SHARES .......................... 3 0 4
APPENDIX I ACCOUNTANTS’ REPORT .............................. I - 1
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION ...... II-1
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION ............... III-1
APPENDIX IV STATUTORY AND GENERAL INFORMATION ............... I V - 1
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND DOCUMENTS ON DISPLAY ............ V - 1
CONTENTS
– viii –


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This summary aims to give you an overview of the information contained in this prospectus.
As this is a summary, it does not contain all the information that may be important to you. Y ou
should read this prospectus in its entirety before you decided to invest in the Offer Shares. There
are risks associated with any investment. Some of the particular risks in investing in the Offer
Shares are set out in “Risk Factors” of this prospectus. Y ou 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. HJ787, HJ178 and HJ891 are designated as the Core Products. Each of our Core
Products 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 R&D activities for the Core
Products, and the Core Products may not be successfully developed or marketed. There are unique
challenges, risks and uncertainties associated with investing in companies such as ours. Y our
investment decision should be made in light of these considerations.
OVERVIEW
We are a clinical-stage biotech company founded by a team of industrial experts in 2017, dedicated
to researching and developing therapies for autoimmune, metabolic and oncology diseases. We have three
Core Products—HJ787, HJ178 and HJ891—all of which are self-developed, small-molecule NMPA
Category 1 innovative drugs. HJ787 is a selective TYK2 inhibitor intended for the topical treatment of
mild-to-moderate atopic dermatitis (AD), mild-to-moderate acne vulgaris (A V), neurodermatitis (ND) and
psoriasis (Ps) and the oral treatment of AD, ND and Ps in the autoimmune sector. HJ178 is an orally
available agent acting on GLP-1 and GIP, intended for type 2 diabetes and potentially overweight or
obesity in the metabolic sector. HJ891 is an oral KRAS
G12C inhibitor intended for the treatment of
non-small-cell lung cancer (NSCLC) with KRAS G12C mutation that has progressed following first-line
standard therapies as monotherapy and non-squamous NSCLC with KRAS G12C mutation as first-line
combination therapy, in the oncology sector. As of the Latest Practicable Date, we also had one
clinical-stage drug candidate, HJ197, and five preclinical drug candidates—HJ356, HJ093, HJ199, HJ198
and HJ086—all of which are also self-developed, small-molecule NMPA Category 1 innovative therapies.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET OUR CORE
PRODUCTS AND OTHER PIPELINE PRODUCTS SUCCESSFULLY
SUMMARY
–1–


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The following chart sets forth a summary of key information about our drug candidates as of the Latest Practicable Date:
Disease
Area
Disease
Area ProgramProgram
Modality
(Drug Category
under the Drug
Administration
Law)
Target/PathwayTarget/Pathway
Indication
(line of treatment
 and patient group)
Route of
Administration PreclinicalPreclinical IND
Approval Phase IPhase I Phase II
Pivotal
Phase II/
Phase III
Current
Key Regulatory
Authority
Current Status/Upcoming Milestone(7) Commercial
Rights Collaborators
Metabolism
HJ178
Type 2 diabetes
(adult)
Initiated Phase II in July 2025, complete the
trial in 1H 2027, initiate Phase III in 1H 2027,
complete the trial in 2H 2028;
submit IND to FDA in December 2026 Global
//
//
//
//
Overweight or obesity
(adult)
Submit IND to NMPA and
FDA in October 2026
HJ356
HJ086
Lp(a)
MonoMono
ComboCombo
Cardiovascular disease
and atherosclerosis
(adult)
Submit IND to NMPA and
FDA in 2H 2026 Global
Oncology
HJ891 KRASG12C
NSCLC with KRAS G12C
mutation that has progressed
following first-line
standard therapies (2L+)
(adult)
Initiated Phase IIb in June 2023,
complete the trial in August 2026,
submit NDA in 2H 2026
Global
Non-squamous
NSCLC with KRAS G12C
mutation (1L)
(Combo: toripalimab) (4)
(adult)
Initiated Phase Ib clinical trial in January 2024,
and complete Phase Ib in June 2026, initiate
Phase III in 2H 2026, complete the trial in
2H 2029; submit IND to FDA in 2H 2026
Global
Junze
ChuangyaoHJ197 FGFR4 FGFR4
Received approval for Phase III in
August 2023, initiate Phase III in July 2026,
complete the trial in 2H 2029
Global (Other than
Asian countries and
regions) (5)
HJ093
HJ199
HJ198
RAS-MAPKRAS-MAPK
Pan-RASPan-RAS
KRASG12VKRASG12V
Submit IND to the NMPA
in 2H 2026 Global
Submit IND to the NMPA
in 2H 2026 Global
Submit IND to the NMPA
in 1H 2027 Global
TYK2
mild-to-moderate
AV
(adult)
Initiated Phase IIa in February 2025,
complete the trial in May 2026, initiate
Phase IIb in 2H 2026, complete the trial in
1H 2027; submit IND to FDA in 2H 2026
Global
Small molecule
(Cat. 1 of
Chemical Drugs)
Topical
administration
Topical
administration
Topical
administration
Topical
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
+
intravenous
injection
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs)
Initiated Phase II in September 2024,
complete the trial in September 2026, initiate
Phase III in 2H 2026, complete the trial in
1H 2028; submit IND to FDA in March 2027
Global
ND
(adult)
Ps
(adult)
AD
(adult)
ND
(adult)
Ps
(adult)
Initiated Phase II in August 2024 and
complete Phase II in 2H 2026;
initiate Phase III in 1H 2027,
complete the trial in 2H 2029
Obtained IND approval in April 2024
Obtained IND approval in June 2024
Obtained IND approval in June 2024
Obtained IND approval in June 2024
Global
Global
Global
Global
Global
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
(3)
Core Product
Key Product
Abbreviations: 1H = first half; 2H = second half; AD = Atopic dermatitis; AV= Acne vulgaris; Combo = combination therapy; FGFR-4  = Fibroblast growth factor receptor 4; GIP = Gastric inhibitory polypeptide; GLP-1 = Glucagon-like peptide-1; HCC: hepatocellular carcinoma; IND = investigational new drug application;
KRASG12C = Kirsten rat sarcoma viral oncogene homolog G12C; Lp(a) = Lipoprotein(a); MAPK: mitogen-activated protein kinase;
Mono = monotherapy; NSCLC = non-small cell lung cancer; ND = Neurodermatitis; RAS = Rat sarcoma; SMDC = Small molecule-drug conjugates; TYK2 = Tyrosine kinase 2
mild-to-moderate
AD
(adult)
GLP-1/GIP(2)
Solid tumors
(adult)
advanced
HCC (2L+)
(adult)
Solid tumors
(adult)
Solid tumors
(adult)
R&D
Autoimmune
HJ787(1)
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Lead Indication: the indication in the most advanced stage of clinical development
Small molecule
(Cat. 1 of
Chemical Drugs)
AD
(adult)
Oral
administration Self-developed NMPA Submit IND to NMPA in 2H 2027 GlobalITK
SUMMARY
–2–


--- page 12 ---
Notes:
(1) We received IND approvals for HJ787 as both oral and topical treatments for AD, ND and Ps, and as topical treatment for A V . We plan to prioritize the de velopment of topical treatments
for mild-to-moderate AD and A V .
(2) HJ178 acts through multiple mechanisms. The use of HJ178 simultaneously increases GLP-1 secretion and reduces GIP secretion, thereby producing notable glucose-lowering effects and
providing weight-loss benefits.
(3) We commenced a single-arm pivotal Phase IIb clinical trial in June 2023 and expect to submit an NDA to the CDE in the second half of 2026. The CDE may req uire us to initiate a
confirmatory Phase III trial before granting conditional approval.
(4) We are developing HJ891 as a combination therapy with toripalimab (a PD-1 inhibitor) for non-squamous NSCLC with KRAS G12C mutation. Toripalimab (TUOYI ®) is PD-1 inhibitor
developed by Junshi Biosciences, which was approved for marketing in China in 2018 and approved as LOQTORZI ® in the United States in 2023. Currently, the IND approval from the
NMPA in China for HJ891 as combination therapy covers only toripalimab developed by Junshi Biosciences. Combining HJ891 with any other approved PD-1 inhibitor will require prior
CDE approval. Junshi Biosciences does not have any rights in HJ891, whether as monotherapy or combination therapy, including any ownership, co-deve lopment rights, commercialization
rights, profit-sharing rights, or other economic interests in HJ891. As of the Latest Practicable Date, we had not entered into any supply arrangemen t for toripalimab in the United States.
For the U.S. market, the selection of combination therapy partners is an important consideration in our future clinical development strategy. We wil l comprehensively evaluate the market
position and approved indications of various PD-1 inhibitor products to determine the appropriate combination drug for our clinical development pr ograms.
(5) In November 2020, we, our wholly owned subsidiary Shanghai Zheye entered into the HJ197 Agreement with Junshi Biosciences with respect to the join t development and
commercialization of HJ197 in all Asian countries and regions (the “ Collaboration Area ”). In June 2025, we, Shanghai Zheye, Junshi Biosciences and Junze Chuangyao entered into the
HJ197 Novation Agreement (together with the HJ197 Agreement, the “ HJ197 Agreements ”). Pursuant to the HJ197 Agreements, Junze Chuangyao has the option to pay 50% of the actual
expenses incurred in Phase I, Phase II and Phase III clinical trials, thereby acquiring a 50% rights and interests in HJ197 in the Collaboration Area, s ubject to other provisions of the HJ197
Agreements. Other than the Collaboration Area, we hold all rights to HJ197 globally. Our Company is the sponsor for the existing and planned trials and shall be the Marketing Authorization
Holder (MAH) of HJ197. See “Business—Collaborations” in this prospectus for details.
(6) Except for the lead indications, the remaining indications represent indication expansions.
(7) We currently have no detailed U.S. clinical development plan for HJ787, HJ178, or HJ891 beyond submitting IND applications to the FDA. For HJ787, w e will first generate comprehensive
safety and efficacy data for the topical formulation before allocating resources to an oral formulation. We have no immediate clinical development p lans for HJ787 for the oral treatment
of moderate-to-severe AD and ND or the oral or topical treatment of Ps, and this decision is not related to any safety or efficacy concerns.
SUMMARY
–3–


--- page 13 ---
OUR CORE PRODUCTS
HJ787
HJ787—the only topical selective TYK2 inhibitor in clinical development in China as of the
Latest Practicable Date. Our Core Product, HJ787, is a potent and selective tyrosine kinase 2 (TYK2)
inhibitor. We received IND approvals for HJ787 as both oral and topical treatments for AD,
neurodermatitis (ND) and psoriasis (Ps) and as topical treatment for A V . We are currently developing
HJ787 as a topical treatment for mild-to-moderate AD and A V , which we have prioritized among our
HJ787 development programs. HJ787 demonstrated efficacy for the treatment of AD was comparable to
or higher than established PDE4 inhibitors such as crisaborole and roflumilast, as well as pan-JAK
inhibitors like ruxolitinib, based on non-head-to-head cross-trial comparisons. Importantly, HJ787 does
not exhibit the common adverse reactions generally associated with PDE4 inhibitors and pan-JAK
inhibitors which were observed in their respective clinical trials.
 Meaningful efficacy : In our ongoing Phase II clinical trial for mild-to-moderate AD, HJ787
ointment showed meaningful efficacy by week 8. In three dosage groups, A1 (0.5%, once daily,
or QD), A2 (3%, QD) and A3 (3%, twice daily, or BID), 25.0%, 30.0% and 62.5% of subjects
achieved a 75% reduction from baseline in the Eczema Area and Severity Index (EASI-75),
respectively.
 Good safety : In our Phase I trial, the PK study showed that HJ787 was minimally absorbed into
the bloodstream after single or multiple topical applications, suggesting its safety as a topical
treatment. In our Phase II clinical trial for mild-to-moderate AD, all TRAEs observed were
mild, with no SAEs or AEs leading to subject withdrawal.
For AD, we initiated a Phase II clinical trial evaluating the efficacy and safety of HJ787 in patients
with mild-to-moderate AD in September 2024, and expect to complete the trial in September 2026.
For A V , we initiated a Phase IIa clinical trial to evaluate the efficacy and safety of HJ787 in patients
with mild-to-moderate A V in February 2025, and the trial was completed in May 2026. We plan to initiate
a Phase IIb clinical trial in the second half of 2026.
We also initiated the Phase II clinical trial evaluating the efficacy and safety of HJ787 in patients
with ND in August 2024 and expect to complete the trial in the second half of 2026.
Market Opportunity and Competition
We are currently exploring the potential of HJ787 for the treatment of various diseases including AD,
A V , and ND. TYK2 is a member of the JAK family of intracellular signaling molecules, which also
includes JAK1, JAK2 and JAK3. TYK2 signaling contributes to the development and progression of
various autoimmune and inflammatory diseases, including rheumatoid arthritis, multiple sclerosis,
inflammatory bowel disease, psoriasis, sarcoidosis and delayed-type hypersensitivity.
In China, the prevalence of AD was approximately 54.5 million patients in 2020 and 54.8 million
patients in 2025, and is expected to reach 55.3 million patients by 2030. Among these patients, about 73%
of AD cases are mild (SCORAD 0-24), roughly 25% are moderate (SCORAD 25-50) and around 2% are
severe (SCORAD > 50). Mild-to-moderate AD accounts for approximately 98% of total AD cases,
corresponding to approximately 53.4 million patients in 2020, 53.5 million patients in 2025, and 54.2
million patients in 2030 in China. According to CIC, in 2025, mild, moderate and severe AD accounted
for approximately 18%, 56% and 26% of the AD drug market in China, respectively. From 2020 to 2025,
market growth was primarily driven by moderate and severe AD cases, reflecting the increasing adoption
of biologics and JAK inhibitors. From 2025 to 2030, moderate and severe AD are expected to remain the
key growth segments, driven by continued treatment escalation and increasing penetration of systemic
SUMMARY
–4–


--- page 14 ---
therapies. China’s AD drug market grew from approximately RMB5.1 billion in 2020 to RMB15.3 billion
in 2025 at a CAGR of 24.6%, and is expected to reach approximately RMB27.2 billion by 2030 at a CAGR
of 12.2% from 2025 to 2030. The following chart illustrates the historical and projected growth of the
market size of AD drugs in China:
Market size of AD drug market in China, 2020-2030E
RMB billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
Total AD 24.6% 12.2%
5.6% 10.9%Mild AD
27.0% 11.8%Moderate AD
53.9% 13.8%Severe AD
2.0
2.6
0.50.5
5.1
2.1
2.9
0.60.6
5.5 2.2
4.8
1.11.1
8.2 2.3
6.2
2.0
10.4 2.3
6.7
3.1
12.1 2.7
8.6
4.0
15.3 3.0
9.6
4.6
17.2 3.2
11.1
5.4
19.7 3.4
12.2
6.2
21.8 3.9
13.6
6.9
24.5 4.5
15.1
7.6
27.2
Source: Chin J Dermatol, CIC
AD treatment varies by disease severity. Mild AD is managed primarily with basic skin care,
moisturizers and topical therapies including topical corticosteroids, calcineurin inhibitors and PDE-4
inhibitors such as crisaborole, with patients prioritizing convenience, tolerability, safety and affordability.
Moderate AD treatment combines topical therapies with biologics or JAK inhibitors for inadequately
controlled cases, while severe AD generally requires systemic treatment with biologics, JAK inhibitors,
immunosuppressants or, in selected cases, short-term corticosteroids. Patients with moderate-to-severe AD
generally prioritize efficacy, rapid itch relief, durability of response and quality-of-life improvement. AhR
agonists provide a safer alternative for mild-to-moderate AD in adults and children aged 2 years and older,
particularly for pediatric patients and those with contraindications to corticosteroids.
As of the Latest Practicable Date, no TYK2 inhibitor had been approved in China for the treatment
of AD. As of the same date, 26 drug candidates targeting the JAK family had been registered in China for
the treatment of AD, of which nine were TYK2 inhibitors, comprising three drug candidates selectively
targeting TYK2 and six drug candidates targeting TYK2 in combination with other JAK family members.
In China, the prevalence of A V was approximately 118.3 million patients in 2020 and 122.1 million
patients in 2025, and is estimated to increase to 127.2 million patients by 2030. Among these patients,
approximately 68%, 26% and 6% of A V patients are classified as mild, moderate and severe, respectively.
Mild-to-moderate A V accounts for approximately 94% of total A V cases, corresponding to approximately
111.2 million, 114.8 million and 120.0 million patients in 2020, 2025 and 2030, respectively. The market
is currently anchored in traditional therapies such as antibiotics and retinoids that are constrained by
limited efficacy, skin irritation and antibiotic resistance, with future growth expected to be driven by novel
mechanisms such as TYK2 inhibitors, improved topical formulations and rising disease awareness.
China’s A V drug market grew from approximately RMB3.8 billion in 2020 to RMB5.3 billion in 2025 at
a CAGR of 6.8%, and is expected to grow to RMB6.7 billion in 2030 at a CAGR of 4.9% from 2025 to
2030. The following chart illustrates the historical and projected market size of A V drugs in China:
SUMMARY
–5–


--- page 15 ---
Market size of A V drug in China, 2020-2030E
RMB billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
Total A V 6.8% 4.9%
4.3% 4.0%Mild A V
8.2% 5.3%Moderate A V
8.4% 5.4%Severe A V
1.5
1.6
0.7
3.8
1.6
1.8
0.8
4.2
1.7
2.0
0.9
4.5
1.7
2.1
0.9
4.8
1.8
2.3
1.0
5.0
1.9
2.4
1.1
5.3
1.9
2.5
1.1
5.5
2.0
2.6
1.2
5.8
2.1
2.8
1.2
6.1
2.2
2.9
1.3
6.4
2.3
3.1
1.4
6.7
Source: Acta Derm V enereol, CIC
Treatment for A V varies by disease severity. Mild A V is managed with topical therapies including
retinoids, benzoyl peroxide and azelaic acid, with patients prioritizing convenience, tolerability, safety and
affordability. Moderate A V is treated with combination topical therapies and, for more severe cases, oral
antibiotics or isotretinoin. Severe A V requires systemic treatment with oral isotretinoin and adjunctive
topical therapies, with short-term glucocorticoids for rapid control. Patients with moderate-to-severe A V
generally prioritize efficacy, onset of action, relapse prevention and improvement in acne-related scarring
and quality of life. As of the Latest Practicable Date, 12 drug candidates had been registered with the CDE
for the treatment of A V . As of the Latest Practicable Date, no TYK2 inhibitor had been approved in China
for A V . According to CIC, for A V treatment, HJ787 is the only drug candidate in China targeting the JAK
family, and it is a selective TYK2 inhibitor.
According to Guideline for primary care of neurodermatitis (2023), ND is generally classified into
single-lesion, multiple-lesion and generalized disease based on the extent and distribution of lesions. In
China, approximately 18%, 63% and 19% of ND patients have single-lesion, multiple-lesion and
generalized disease, respectively. ND prevalence increased from 159.8 million patients in 2020 to 164.9
million in 2025, and is expected to reach approximately 167.8 million by 2030. China’s ND drug market
reached approximately RMB3.7 billion in 2025 at a CAGR of 1.3% from 2020 to 2025, mainly supported
by traditional therapies including topical corticosteroids, antihistamines, sedatives and topical NSAIDs. In
2025, single-lesion, multiple-lesion and generalized ND accounted for approximately 12%, 59% and 29%
of the market, respectively. The market is expected to grow at a CAGR of 8.1% from 2025 to 2030,
reaching approximately RMB5.4 billion by 2030, with multiple-lesion and generalized ND remaining the
key growth contributors driven by higher treatment needs and adoption of novel treatment options. The
following chart illustrates the historical and projected growth of the market size of ND drugs in China:
Market size of ND drug in China, 2020-2030E
RMB billionCAGR 2020-2025 2025-2030E
Total ND 1.3% 8.1%
1.5% 6.9%Single-lesion ND
1.2% 7.4%Multiple-lesion ND
1.3% 9.9%Generalized ND
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
0.4
2.0
1.0
3.4
0.4
2.1
1.0
3.5
0.4
2.1
1.0
3.5
0.4
2.1
1.0
3.5
0.4
2.1
1.0
3.6
0.4
2.2
1.1
3.7
0.5
2.3
1.1
3.9
0.5
2.5
1.2
4.2
0.5
2.7
1.3
4.5 0.6
2.9
1.5
4.9
0.6
3.1
1.7
5.4
Source: Acta Derm V enereol, Guideline for Primary Care of ND, CIC
SUMMARY
–6–


--- page 16 ---
Treatment for ND focuses on relieving pruritus, avoiding scratching, controlling local inflammation
and breaking the itch-scratch cycle. Local drug therapy remains the mainstay, with topical corticosteroids
as the preferred option for localized ND. For inadequately controlled patients, antihistamines may be
added for itch relief and anti-inflammatory effects, while sedatives may be considered for patients with
associated anxiety or insomnia. Physical therapies such as NB-UVB, fractional CO2 laser, ultrasonic drug
delivery and focused ultrasound may be used for stubborn lesions. Given the limited established treatment
options, physicians generally select treatment based on clinical guidelines and patient-specific disease
features. As of the Latest Practicable Date, no TYK2 inhibitor had been approved in China for ND. With
respect to ND specifically, two drugs had been approved in China and two drugs had been approved
globally as of the Latest Practicable Date. The clinical-stage pipeline of JAK family-targeting therapies
for ND treatment in China remains limited, and as of the Latest Practicable Date, HJ787, a TYK2 inhibitor,
was the only drug candidate registered with the CDE in China for the treatment of ND that targets the JAK
family. See “Industry Overview—The TYK2 Drug Market” in this prospectus for details.
HJ178
HJ178—a small molecule with a mechanism that differs from those of existing multi-target
drugs. HJ178, one of our Core Products, is an orally available small molecule intended for type 2 diabetes
and potentially overweight or obesity. Use of HJ178 simultaneously increases GLP-1 secretion and
reduces GIP secretion, thereby producing pronounced glucose-lowering effects and providing weight-loss
benefits. Compared to existing injectable GLP-1 related therapies, which often lead to side effects such
as nausea, vomiting, and depression, our HJ178 can be used long-term to achieve safe blood sugar
reduction, time in range (TIR) improvement and weight loss without vomiting, or mental-related adverse
reactions, making it a potential major treatment in the diabetes field.
 Meaningful efficacy . HJ178 has demonstrated significant postprandial blood sugar-lowering
effects that are higher than several currently available therapies. In addition to blood sugar
control, HJ178 also contributed to weight loss.
 Good safety and tolerability . In our Phase Ib/IIa clinical trial, HJ178 demonstrated a favorable
safety profile compared to commonly used anti-diabetic medications, such as semaglutide.
There were no TRAEs that led to dose discontinuation and no AEs that led to dose reduction.
We received the IND approval of HJ178 for oral treatment of type 2 diabetes from the NMPA in May
2023. Subsequently, we initiated a Phase I clinical trial in October 2023 to evaluate the safety, tolerability,
and pharmacokinetics (PK) of a single dose of HJ178 capsule in healthy subjects and completed this trial
in November 2023. Following the Phase I clinical trial, we initiated a Phase Ib/IIa clinical trial in January
2024 to assess the safety, tolerability, PK, and preliminary efficacy of multiple doses in both healthy
subjects and patients with type 2 diabetes. The Phase Ib portion commenced in January 2024 and was
completed in March 2024. The Phase IIa portion commenced in March 2024, and was completed in May
2024. Additionally, we initiated a Phase II clinical trial in July 2025 to further evaluate the efficacy and
safety of HJ178 in people with type 2 diabetes mellitus inadequately controlled with diet and exercise
alone. We expect to complete the Phase II clinical trial in the first half of 2027.
Market Opportunity and Competition
We are currently exploring the potential of HJ178 for the treatments of various diseases including
type 2 diabetes and obesity. Type 2 diabetes is characterized by insulin resistance and/or insufficient
insulin production resulting in hyperglycemia. According to CIC, the prevalence of type 2 diabetes in
China was 129.8 million in 2025 and is expected to exceed 140 million by 2030. A wide range of therapies
is available for type 2 diabetes, with blood glucose control and weight management as the main treatment
goals. Metformin is the preferred therapy. Very high-efficacy options for glycemic control include
high-dose dulaglutide, semaglutide, tirzepatide, and insulin combined with GLP-1 related therapies, while
GLP-1 related therapies and metformin are considered high-efficacy treatments. GLP-1 related
therapieshave significantly transformed the therapeutic landscape for type 2 diabetes. As of the Latest
Practicable Date, 14 GLP-1 related therapies had been approved in China for type 2 diabetes treatment,
SUMMARY
–7–


--- page 17 ---
including both single-target and multi-target GLP-1 related therapies receptor agonists, had been approved
for the treatment of type 2 diabetes in China. China’s type 2 diabetes drug market grew from
approximately RMB59.0 billion in 2020 to RMB67.0 billion in 2025 at a CAGR of 2.6%, and is projected
to reach RMB113.8 billion by 2030 at a CAGR of 11.2% from 2025 to 2030. Globally, the type 2 diabetes
drug market grew from approximately US$59.2 billion in 2020 to US$95.2 billion in 2025 at a CAGR of
10.0%, and is projected to reach US$130.4 billion by 2030 at a CAGR of 6.5% from 2025 to 2030. The
following chart illustrates the historical and projected global and China’s market size for type 2 diabetes
therapies from 2020 to 2030, with a breakdown by GLP-1 related therapies, including both single-target
and multi-target GLP-1 related therapies receptor agonists, and other antidiabetic drugs:
Global Type 2 Diabetes Drug Market Size,
2020-2030E
China Type 2 Diabetes Drug Market Size,
2020-2030E
USD billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
GLP-1 related therapies 33.6% 8.1%
Others -2.0% 4.3%
Total 10.0% 6.5%
12.5
46.8
59.2
15.0
46.4
61.4
19.8
42.7
62.5
30.0
40.3
70.3
38.5
41.7
80.3
53.0
42.2
95.2
59.4
44.2
103.5
64.7
46.1
110.9
69.6
48.1
117.7
74.1
50.0
124.1
78.4
52.0
130.4
RMB billionCAGR 2020-2025 2025-2030E
GLP-1 related therapies 48.6% 34.1%
Others -0.7% 3.0%
Total 2.6% 11.2%
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
1.61.6
57.5
59.0
2.72.7
57.4
60.2
6.0
47.4
53.4 8.7
52.1
60.7
9.1
55.0
64.1
11.4
55.6
67.0
15.5
57.4
72.9
20.8
59.2
80.1
28.1
61.0
89.1
37.5
62.7
100.2
49.4
64.3
113.8
Source: World Health Organization, FDA, The International
Diabetes Federation, CIC
Source: NMP A, The Journal of the American Medical
Association, The International Diabetes Federation, periodic
reports released by public companies, CIC
The global type 2 diabetes drug market is expected to maintain strong growth driven by the rising
patient burden, prevailing use of innovative agents, expanded indications, and better healthcare access,
alongside a shift toward holistic cardiometabolic disease management. Growth in the GLP-1 related
therapies market for type 2 diabetes in China from 2025 to 2030 is expected to be driven by increasing
diagnosis rates, higher treatment rates and greater GLP-1 related therapies penetration.
As of the Latest Practicable Date, there were a total of 104 GLP-1 related therapies under clinical
development for type 2 diabetes in China. Among these, nineteen were clinical-stage oral GLP-1 related
therapies in China.
Obesity is characterized by abnormal or excessive fat accumulation that poses a significant risk to
health. Obesity has emerged as a growing global public health challenge, with the affected population
exceeding one billion in 2025 and expected to exceed 1.1 billion by 2030. The patient population for
obesity in China reached 286.0 million in 2025. Approved anti-obesity drugs primarily comprise GLP-1
related therapies and lipase inhibitors such as orlistat, which act via appetite suppression, delayed gastric
emptying or fat absorption inhibition. As of the Latest Practicable Date, there were a total of 91 GLP-1
related therapies under clinical development for obesity or overweight in China. Among these, 26 were
clinical-stage oral GLP-1 related therapies in China. Also, there were two multi-target GLP-1 related
therapies approved in China, with a number of drug candidates under development.
As of the Latest Practicable Date, five GLP-1 related therapies had been approved in China for the
treatment of obesity or overweight, all of which are administered via subcutaneous injection, and orlistat
is the only non-GLP-1 treatment option in China. In the United States, five GLP-1 related therapies had
been approved for the treatment of obesity or overweight; although no oral GLP-1 related therapies had
been approved for obesity or overweight in China, two oral GLP-1 related therapies had been approved
in the United States. The GLP-1 related therapies market for obesity in China grew from nil in 2020 to
RMB3.3 billion in 2025, and is expected to grow from RMB3.3 billion in 2025 to RMB35.2 billion by
2030, at a CAGR of 60.5%. The GLP-1 related therapies market for obesity globally grew from US$0.8
SUMMARY
–8–


--- page 18 ---
billion in 2020 to US$27.4 billion in 2025, at a CAGR of 103.2%, and is expected to grow from US$27.4
billion in 2025 to US$55.9 billion by 2030, at a CAGR of 15.3%. The following charts illustrate the
historical and projected global and China obesity drug market size with a breakdown by GLP-1 related
therapies and other obesity drugs from 2020 to 2030:
Global Obesity Drug Market Size, 2020-2030E China’s Obesity Drug Market Size, 2020-2030E
USD billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
GLP-1 related therapies 103.2% 15.3%
Others 21.0% 11.8%
Total 67.7% 14.9%
0.80.81.61.6
2.4 1.21.22.32.3
3.5
2.42.4
2.62.6
5.0 6.0
3.1
9.1 15.0
3.6
18.6
27.4
4.1
31.5
32.4
4.7
37.1
37.3
5.3
42.6
43.1
5.9
49.0
49.4
6.5
56.0
55.9
7.2
63.0
RMB billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
GLP-1 related therapies / 60.5%
Others -6.5% 23.5%
Total 14.2% 50.8%
0.00.0 0.00.0 0.0 0.02.7
2.7
1.71.7
1.7
1.31.3
1.3
0.10.12.0
2.1
0.50.5
1.9
2.3
3.3
1.9
5.2
6.4
2.0
8.3
11.0
2.0
13.0
17.5
3.1
20.6
25.7
4.3
30.0
35.2
5.5
40.8
Source: FDA, periodic reports released by public companies,
CIC
Source: NMP A, periodic reports released by public companies,
CIC
See “Industry Overview—GLP-1 related therapies Market” in this prospectus for details.
HJ891
HJ891—one of the few KRAS G12C inhibitors being developed for first-line treatment in
combination with immunotherapy . Our Core Product, HJ891, is a PK-profile improved KRAS G12C
inhibitor designed for the treatment of NSCLC with KRAS G12C mutation that has progressed following
first-line standard therapies. HJ891 showed significant changes in PK while demonstrating outstanding
efficacy and safety.
 Favorable lung-targeted PK enabling improved safety and efficacy . HJ891 has a unique
molecular design that allows it to accumulate in the lungs, leading to improved safety and
efficacy. This lung-targeted PK reduces exposure to the liver and kidneys, which minimizes
liver toxicity and allows for lower dosing.
 Meaningful efficacy . In our Phase I/IIa clinical trial, HJ891 achieved a confirmed ORR of
47.2% in patients who underwent at least one efficacy assessment in the 640 mg (recommended
dose for pivotal trial) QD group, demonstrating its efficacy in treating KRAS
G12C-mutant
NSCLC patients, while sotorasib showed an ORR of 36%. In our Phase Ib/III clinical trial,
where HJ891 was combined with toripalimab, it also showed meaningful efficacy. In the HJ891
640 mg QD combined with toripalimab 240 mg every three weeks (Q3W) treatment cohort, the
ORR was 77.8%, rising to an impressive ORR of 92.3% in those with a PD-L1 tumor
proportion score (TPS) of 50% or higher.
 Good safety . HJ891 has demonstrated a good safety profile in clinical trials. In the Phase I/IIa
clinical trial of HJ891 as monotherapy, the incidence of grade 3 or higher TRAEs was 13.5%,
significantly lower than those reported for approved products: sotorasib (33%), adagrasib
(44.8%), fulzerasib (41.4%), garsorasib (50%), glecirasib (38.7%), and sosimerasib (40.0%). In
the Phase Ib/III clinical trial, the combination of HJ891 and toripalimab showed an acceptable
safety profile, with grade 3 or higher TRAEs occurring in 43.2% of patients.
SUMMARY
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We received the IND approval of HJ891 from the NMPA to initiate a clinical trial for the treatment
of solid tumors on April 21, 2021. We initiated a Phase I/IIa clinical trial in October 2021 to evaluate the
safety, tolerability, PK and anti-tumor efficacy of HJ891 in patients with advanced solid tumors. The Phase
I portion commenced in October 2021, and was completed in July 2022, followed by the Phase IIa portion
in May 2022, and the Phase IIa portion was completed in January 2023. Based on the results of the Phase
I/IIa trial, we initiated clinical trials separately for developing HJ891 as a monotherapy and combination
therapy:
 Monotherapy: We initiated a single-arm pivotal Phase IIb clinical trial in June 2023 to evaluate
the safety and efficacy of HJ891 as monotherapy in treating NSCLC with KRAS
G12C mutation
that has progressed following first-line standard therapies. We expect to complete the trial in
August 2026.
 Combination therapy: We received an IND approval from the NMPA to initiate a clinical trial
of HJ891 in combination with toripalimab (a PD-1 inhibitor) for the treatment of non-squamous
NSCLC with KRAS
G12C mutation as combination therapy as a first-line treatment on July 23,
2023. We initiated a Phase Ib/III clinical trial in January 2024. This trial is currently ongoing.
Market Opportunity and Competition
In 2025, lung cancer was the most frequently diagnosed cancer in China, accounting for 22% of new
cases. NSCLC is any type of epithelial lung cancer other than SCLC, accounting for 85% of lung cancer.
According to CIC, the global incidence of NSCLC increased from approximately 1.92 million cases
in 2020 to 2.26 million in 2025 at a CAGR of 3.3%, and is expected to reach 2.58 million by 2030 at a
CAGR of 2.7% from 2025 to 2030. In China, NSCLC incidence increased from approximately 0.83 million
cases in 2020 to 1.01 million in 2025 at a CAGR of 4.0%, and is expected to reach 1.17 million by 2030
at a CAGR of 3.1% from 2025 to 2030.
The following charts illustrate the historical and projected global and China NSCLC drug market
size from 2020 to 2030:
Global market size of NSCLC
drugs, 2020-2030E
China’s market size of NSCLC
drugs, 2020-2030E
USD billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
China 7.5% 9.8%
RoW 22.1% 9.8%
Total 19.2% 9.0%
5.3
17.2
22.5 5.8
24.2
29.9 5.9
31.6
37.4 6.5
36.7
43.1 7.1
42.2
49.2 7.7
46.7
54.3
8.3
51.3
59.6 9.1
56.5
65.6
9.9
61.4
71.4
11.0
66.4
77.4
12.2
71.5
83.7
RMB billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
China’s NSCLC drug market size 7.5% 9.8%
38.3 41.7 42.5
46.6
50.9
55.1
59.8
65.3
71.6
79.0
87.8
Source: Global Cancer Observatory, The National Childhood
Cancer Registry, The National Comprehensive Cancer
Network, Chinese Society of Clinical Oncology, CIC
Source: Annual report, NMP A, CIC
KRASG12C is among the most clinically significant KRAS mutation subtypes in NSCLC and
accounted for approximately 4.5% of NSCLC incidence in China in 2025. The incidence of KRAS G12C
mutated NSCLC in China increased from 37.0 thousand in 2020 to 45.5 thousand in 2025, and is expected
to reach 52.4 thousand by 2028. China’s NSCLC KRAS
G12C inhibitor market remains at an early stage.
KRASG12C inhibitors were first launched in China in 2024, and four products are currently available as
SUMMARY
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of the Latest Practicable Date. The market size of KRAS G12C inhibitors in China was approximately
RMB0.2 billion in 2025 and is expected to grow to approximately RMB1.9 billion by 2030, representing
a CAGR of approximately 63.5% from 2025 to 2030.
Advanced NSCLC continues to present significant unmet clinical needs. Although targeted therapies
such as TKIs have improved outcomes in certain molecularly defined subgroups, treatment resistance
commonly develops and post-resistance options remain limited, resulting in suboptimal long-term clinical
benefit. In addition, patients with other oncogenic drivers or without identifiable driver mutations continue
to face insufficient treatment options, highlighting substantial unmet demand for more effective therapies.
KRAS is a key signaling protein involved in cell proliferation and survival through pathways including
MAPK. Oncogenic KRAS mutations lead to persistent downstream signaling and promote tumor growth.
KRAS mutations are common in PDAC, CRC and NSCLC, accounting for over 20% of all cancers, which
highlights the need for mutation-specific KRAS-targeted therapies.
In 2025, the incidence of KRAS
G12C-mutated NSCLC cases was 45.5 thousand (4.5% of NSCLC
incidence) in China and 203.3 thousand (9.0% of NSCLC incidence) globally. These figures indicate a
higher overall prevalence of KRAS-mutant NSCLC and a higher share of the G12C subtype globally than
in China, suggesting regional differences in molecular profiles and treatment opportunities.
The global market for NSCLC KRAS
G12C therapies is expected to expand significantly, reaching
approximately US$1.9 billion by 2030, while the Chinese market is also expected to also experience rapid
growth, reaching RMB1.9 billion by 2030, representing a CAGR of 63.5% from 2025 to 2030. This
projection highlights the significant commercial opportunity and accelerating adoption of KRAS
G12C-
targeted therapies in China over the coming years.
As of the Latest Practicable Date, four KRAS G12C inhibitors had been approved in China. Apart from
KRASG12C inhibitors, the alternative treatment of NSCLC includes immunotherapy and chemotherapy,
with a targeted patient population for second-line NSCLC reaching 28.8 thousand in China in 2025.
As of the Latest Practicable Date, 17 KRAS G12C-targeted drug candidates for solid tumors had been
registered with the CDE in China, of which nine were in Phase II or later stage of clinical-stage
development, including certain approved drugs that were subject to ongoing confirmatory, combination or
indication-expansion studies. See “Industry Overview—Overview of the Global and China KRAS-targeted
and HCC-targeted Drug Markets” in this prospectus for details.
OUR KEY DRUG CANDIDATE
HJ197
HJ197—one of the most advanced FGFR4 inhibitors in China in terms of clinical development
stage as of the Latest Practicable Date. Our key drug candidate, HJ197, is a potent and selective
inhibitor of fibroblast growth factor receptor 4 (FGFR4). We are developing HJ197 as a monotherapy for
the treatment of HCC. Currently, there are no FGFR4 inhibitors approved globally.
 Favorable tissue distribution profile . In a study assessing tissue concentrations following oral
administration in rats, the results demonstrate that HJ197 tends to concentrate in the liver, a key
target organ in HCC, which may contribute to its improved efficacy and safety in clinical
settings.
 Improved efficacy . In our Phase I/IIa clinical trial, HJ197 demonstrated significantly improved
efficacy compared to fisogatinib.
SUMMARY
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 Favorable safety profile . In a 7-day subacute toxicity study, HJ197 showed no apparent
toxicity at doses up to 500 mg. In contrast, fisogatinib induced AEs such as diarrhea and body
weight loss at 100 mg. HJ197 demonstrated an onset dose of 5 mg/kg, compared with 15 mg/kg
for fisogatinib. These data suggest HJ197 has a broader therapeutic index, supporting its
potential for safer and more effective dosing in clinical use.
We received the IND approval from the NMPA in November 2018 for the treatment of HCC. We
initiated a Phase I/IIa clinical study to evaluate the safety, tolerability, PK and antitumor activity of HJ197
capsule in patients with advanced HCC in June 2019. The Phase I portion commenced in June 2019 and
was completed in October 2021. The Phase IIa portion commenced in July 2020 and was completed in
October 2023. We received an approval from the NMPA for commencing a Phase III clinical trial to
evaluate the safety and tolerability of HJ197 in patients with advanced HCC in August 2023 and plan to
initiate this trial in July 2026.
Market Opportunity and Competition
Liver cancer is the fourth leading cause of cancer-related deaths globally, with HCC making up 90%
of all liver cancer cases, according to CIC. Key risk factors for HCC include hepatitis B and C infections,
alcohol consumption and obesity. Despite the slight decreases in incidence of HCC in China mainly as a
result of widespread hepatitis B virus (HBV) vaccination programs, the market size of targeted drugs in
China increased from RMB5.1 billion in 2020 to RMB15.2 billion in 2025 at a CAGR of 24.4%, and is
expected to further increase to RMB22.9 billion in 2030 at a CAGR of 8.5% from 2025 to 2030. It is
expected that the first FGFR4-selective inhibitor may be approved in 2028, driving the growth of the
market size of FGFR4-selective inhibitors for treating HCC in China to RMB3.1 billion in 2032 at a
CAGR of 54.5% from 2028 to 2032, according to CIC. As of the Latest Practicable Date, there were three
FGFR4-selective inhibitors for the treatment of HCC, registered with the CDE in Phase II or later
development. See “Industry Overview—HCC—Competitive Landscape of FGFR4-selective Inhibitors in
China” for details.
COMPETITION
The development and commercialization of innovative drugs are highly competitive and subject to
rapid and significant changes. We believe that our differentiated portfolio and deep knowledge of key
therapeutic pathways provide us with strong competitive advantages. We face potential competition from
many different sources working to develop therapies targeting the same indications for which we develop
our drug candidates. These include major pharmaceutical companies as well as specialty pharmaceutical
companies of various sizes. Our Core Products and other drug candidates face competition from approved
and clinical-stage drug candidates that focus on similar indications and the same target patient population
with us, and these competing products may have significant competitive strengths and advantages when
compared to our drug candidates. For competitive landscape of our drug candidates, see “Business—Our
Drug Candidates” and “Industry Overview” in this prospectus for details.
OUR STRENGTHS
We believe our strengths are: (i) discover and develop drug candidates through targeted innovation,
leveraging a deep scientific insight; (ii) focus on broad and rapidly growing fields in autoimmune,
metabolic and oncology diseases; (iii) integrated R&D capabilities driven by clinical demand; (iv)
advanced drug development technology platforms; (v) established deep collaborations to validate our
innovative potential and commercial value; and (vi) led by a scientist-founder, our team combines
practical experience with innovation capabilities, with support from renowned investors. See
“Business—Our Strengths” in this prospectus for details.
SUMMARY
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OUR STRATEGIES
We plan to pursue the following strategies: (i) accelerate clinical development for rapid product
commercialization; (ii) continuously strengthen R&D capabilities and accelerate preclinical product
development; (iii) establish manufacturing and commercialization capabilities to prepare for product
launches; and (iv) explore external collaboration opportunities to maximize the commercial value of our
drug candidates. See “Business—Our Strategies” in this prospectus for details.
RESEARCH AND DEVELOPMENT
We have established a comprehensive R&D system that supports every stage of the drug
development lifecycle. As of the Latest Practicable Date, there were 92 members in our R&D team, around
29.3% of whom held master’s or doctoral degrees in relevant fields. In line with industry practice, we
engage reputable CROs to support our preclinical and clinical studies from time to time. We had engaged
an aggregate of 41 and 51 CROs as of December 31, 2024 and 2025, respectively, all of which were
Independent Third Parties to the best of our knowledge. Our research and development expenses in 2024
and 2025 amounted to RMB75.0 million and RMB110.2 million, respectively.
OUR TECHNOLOGY PLATFORMS
We have built a development platform for small molecule drugs, covering the entire process from
drug design, efficient synthesis, screening and evaluation, pharmacological studies, and comprehensive
CMC research to clinical strategy and operations as well as translational medicine. Through an integrated
approach combining in silico and experimental drug design and screening, targeted and rapid drug-
likeness evaluation, and efficient CMC development and clinical research, we have advanced multiple
drug candidates with significant differentiation.
Our approach to differentiated small molecule development is guided by core principles such as
precise biological mechanisms and tissue-specific distribution. In particular, by adopting a tissue
distribution-oriented design strategy, which leverages the relationship between molecular features and
tissue distribution to identify and develop molecules with favorable tissue distribution characteristics, we
are able to enhance drug enrichment at disease sites while potentially reducing exposure in non-target
tissues, thereby improving efficacy and lowering potential toxicity. Supported by our deep understanding
of structure-activity relationships and mechanisms of action, together with our design capabilities, we are
well-positioned to develop differentiated therapies and to lay a foundation for the development of
therapies with greater clinical value and commercial potential.
We have developed the Tissue-Specific Distribution-Intelligent Analytics System (TSD-IAS), a
supplementary analytical tool designed to predict the in vivo tissue distribution of drug candidates.
TSD-IAS extracts hundreds of structural and physicochemical features from each molecule, integrates
them with tissue-distribution datasets, and applies modeling to learn how new molecules will distribute
across key organs, thereby improving the efficiency of our differentiated drug discovery.
In addition, to advance the development of advanced XDCs, we have established a payload platform
based on our proprietary molecular glue technology. This payload exerts antitumor effects by targeting the
MAPK pathway, demonstrating therapeutic efficacy while mitigating drug resistance. The MAPK pathway
is closely associated with tumor initiation, progression, invasion, and metastasis, with pathological
activation primarily driven by RAS or BRAF mutations, which account for more than 40% of human
cancers. These platforms strengthen our differentiated drug design capabilities and improve therapeutic
targeting.
SUMMARY
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OUR INTELLECTUAL PROPERTY
Our continued success depends on our ability to obtain and maintain proprietary or intellectual
property protection for our drug candidates, our core technologies and other know-how. As of the Latest
Practicable Date, we held 29 issued patents including 12 patents in China and 17 patents overseas. As of
the same date, we had 30 patent applications including 4 patent applications in China, 20 patent
applications overseas and 6 PCT applications. In particular, with respect to our Core Products, we had 2
issued patents and 2 pending patent applications for HJ891, 3 issued patents and 9 pending patent
applications for HJ787 and 5 issued patents and 1 pending patent application for HJ178. As of the same
date, we also owned 1 registered trademark.
CUSTOMERS AND SUPPLIERS
During the Track Record Period, our revenue was all derived from our out-license and collaboration
agreements with Junshi Biosciences and/or Junze Chuangyao.
Our major suppliers primarily consisted of suppliers of raw materials and consumables for our drug
development, third-party contractors including contract research organizations (CROs), contract
development and manufacturing organizations (CDMOs) and site management organizations (SMOs) as
well as research centers where we conduct clinical trials. Purchases from our largest supplier in 2024 and
2025 accounted for 10.3% and 17.2%, respectively, of our total purchases of those periods. Purchases from
our five largest suppliers in 2024 and 2025 accounted for 38.8% and 37.0%, respectively, of our total
purchases for each of the same periods.
COLLABORATIONS
HJ197
In November 2020, our Company and our wholly owned subsidiary Shanghai Zheye entered into a
technology license and collaboration agreement (the “ HJ197 Agreement ”) with Shanghai Junshi
Biosciences Co., Ltd. (“ Junshi Biosciences ”) with respect to the joint development and commercialization
of HJ197 in all Asian countries and regions (the “ Collaboration Area ”). On June 18, 2025, our Company,
Shanghai Zheye, Junshi Biosciences and Shanghai Junze Chuangyao Biotechnology Company Limited, an
associate of Junshi Biosciences (“ Junze Chuangyao ”) entered into a four-party agreement (the “ HJ197
Novation Agreement ” and, together with the HJ197 Agreement, the “ HJ197 Agreements ”) to novate the
rights and obligations under the HJ197 Agreement. Pursuant to the HJ197 Novation Agreement, the parties
agree that all rights and obligations of Junshi Biosciences are transferred to Junze Chuangyao on the date
of the HJ197 Novation Agreement. As of the Latest Practicable Date, we had received the upfront payment
of RMB30.0 million and the first and second milestone payments of RMB20.0 million under the HJ197
Agreements.
HJ191
In November 2020, our Company and our wholly owned subsidiary Shanghai Zheye entered into a
technology license and collaboration agreement (the “ HJ191 Agreement ”) with Junshi Biosciences with
respect to the collaboration regarding HJ191 in the Collaboration Area. We exclusively license the rights
to and interests in HJ191 in the Collaboration Area to Junshi Biosciences, including but not limited to the
rights for research and development, manufacturing, clinical studies and commercialization of HJ191 in
the Collaboration Area. Shanghai Zheye shall hold no rights and interests in HJ191 in the Collaboration
Area. Junshi Biosciences shall also have priority right to negotiate with respect to the research and
development, manufacturing (including contract manufacturing), clinical studies and commercialization of
HJ191 outside the Collaboration Area. As of the Latest Practicable Date, we had received the upfront
payment of RMB15.0 million. See “Business—Collaborations” for details.
SUMMARY
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RECENT DEVELOPMENTS
As we strive to advance our drug pipeline and enhance our research and development capabilities,
we expect to continue recognizing a significant increase in net losses in 2026, primarily due to (i) the
increase in R&D expenses driven by (a) the increase in the testing and technical service costs and material
expenses as we continue to advance clinical development of drug candidates, and (b) the increase in staff
costs due to an increase in R&D headcount, as well as share-based payment expenses; and (ii) the increase
in administrative expenses due to an increase in the number of administrative personnel and an overall
increase in salaries and bonuses as well as share-based payment expenses, to support our platform
development and preparation for future commercialization. Since the end of the Track Record Period, we
have continuously developed our business and continued to advance our pipeline. See “Business—Our
Drug Candidates” for details.
Pan-RAS or RAS(ON) multi-selective inhibitors have recently emerged as a new class of
RAS-targeted therapies, with daraxonrasib (RMC-6236) developed by Revolution Medicines being the
most clinically advanced candidate. Daraxonrasib has received FDA Breakthrough Therapy Designation,
Orphan Drug Designation and the Commissioner’s National Priority V oucher for pancreatic ductal
adenocarcinoma (PDAC), and remains under Phase III clinical development for NSCLC with no Phase III
efficacy data publicly disclosed as of the Latest Practicable Date. While pan-RAS inhibitors represent an
emerging therapeutic approach, based on currently available data they have not been established to replace
mutation-selective KRAS
G12C inhibitors in KRAS G12C-mutant NSCLC. See “Industry
Overview—Overview of RAS and KRAS as Therapeutic Targets” for details.
NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, up to the date of this prospectus, there has been no material adverse
change in our financial or trading position since December 31, 2025 (being the date on which the latest
consolidated financial information of our Company was prepared) and there has been no event since
December 31, 2025 which would materially affect the information shown in our consolidated financial
statements included in the Accountants’ Report in Appendix I.
IMPACT OF COVID-19
During the Track Record Period and up to the Latest Practicable Date, we did not experience material
disruptions to our operations as a result of COVID-19. A large majority of our clinical trials were initiated
in late 2023 or 2024, after the COVID-19 restrictions had long been lifted. As COVID-19’s global impact
continued to lessen as of the Latest Practicable Date, we do not expect COVID-19 to have a material
adverse impact on our business going forward.
RISK FACTORS
Our business and the Global Offering involve certain risks as set out in “Risk Factors” in this
prospectus. Some of the major risks we face include: (i) our business and financial prospects depend
substantially on the success of our drug candidates. If we are unable to successfully complete their clinical
development, obtain their regulatory approvals and achieve their commercialization, or if we experience
significant delays in doing any of the foregoing, our business will be materially harmed; (ii) we face
intense competition and our competitors may discover, develop or commercialize competing drugs faster
or more successfully than we do, which may adversely affect our ability to successfully commercialize our
drug candidates. If we fail to effectively compete with our competitors, our competitive position in our
target markets may be undermined, our drug candidates, if and when approved, may fail to be
commercially successful and our business, financial condition, results of operations and prospects could
suffer; (iii) prioritization of certain programs may delay others and adversely affect our competitive
position; (iv) we may not be able to identify, discover or develop new drug candidates, or to identify or
develop new indications for our drug candidates, to expand or maintain our product pipeline; and (v) we
have incurred net losses since our inception and anticipate that we will continue to incur net losses for the
foreseeable future and may never achieve or maintain profitability.
See “Risk Factors” in this prospectus for details.
SUMMARY
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SUMMARY OF KEY FINANCIAL INFORMATION
This summary historical financial information set forth below is derived from, and should be read
in conjunction with, our consolidated financial information, together with the accompanying notes, set
forth in “Appendix I—Accountants’ Report” to this prospectus, as well as the information set forth in
“Financial Information” of this prospectus. Our consolidated financial information has been prepared in
accordance with IFRS.
Summary of Consolidated Statements of Profit or Loss and Other Comprehensive Income
Y ear ended December 31,
2024 2025
(RMB’000)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,800 12,982
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,856 175
Other gains and losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(119,074) 6,545
Administrative 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(12,635) (28,291)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(74,973) (110,178)
Share of result of an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(239) (158)
Listing 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/H1118/H1118/H1118/H1118– (16,026)
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/H1118/H1118/H1118/H1118/H1118(52) (129)
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/H1118/H1118/H1118(202,317) (135,080)
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/H1118/H1118/H1118/H1118– (4)
Loss and total comprehensive expense for the year /H1118/H1118/H1118/H1118/H1118(202,317) (135,084)
Loss and total comprehensive expense for the year
attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(202,317) (135,084)
During the Track Record Period, our revenue was derived from our license and collaboration
agreements with Junshi Biosciences and/or Junze Chuangyao. See “Business—Collaborations” for details.
We received an upfront payment of RMB30.0 million from Junshi Biosciences in January 2021, and
received the first and second milestone payments of RMB20.0 million from Junze Chuangyao in July
2025. These payments were recognized as revenue over time based on the actual costs incurred as a
percentage of total estimated costs for us to fully perform our obligations, with the unrecognized portion
presented as contract liabilities. As a result, we recognized revenue of RMB1.8 million and RMB13.0
million, respectively, in 2024 and 2025. See “Financial Information—Description of Selected Components
of the Consolidated Statements of Profit or Loss and Other Comprehensive Income” in this prospectus for
details.
Our loss and total comprehensive expenses for the period decreased from RMB202.3 million in 2024
to RMB135.1 million in 2025, primarily because we recorded other net losses of RMB119.1 million in
2024, reflecting loss from changes in fair value of financial instruments with preferred rights of
RMB124.7 million, representing fair value losses of the preferred shares issued to the investors, as offset
by net gains of RMB5.7 million attributed to favorable changes in fair value of financial assets at FVTPL,
while we recorded other net gains of RMB6.5 million in 2025, attributed to favorable changes in fair value
of financial assets at FVTPL because we transferred a portion of our time deposits upon maturity to
financial products with better liquidity, such as structured bank deposits and wealth management products.
We did not record any loss related to changes in fair value of financial instruments with preferred rights
in 2025, as the special rights agreement was terminated on August 29, 2024, and the corresponding
adjustments to the value of financial instruments with preferred rights were completed.
SUMMARY
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Summary of Consolidated Statements of Financial Position
As of December 31, As of
April 30,
20262024 2025
(RMB’000)
(unaudited)
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,714 29,067 59,894
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400,459 403,542 354,467
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,938 96,047 105,651
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118346,521 307,495 248,816
Total assets less current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118376,235 336,562 308,710
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 362 1,412
Net 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/H1118376,235 336,200 307,298
Equity attributable to owners of the Company /H1118/H1118 376,235 336,200 307,298
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118376,235 336,200 307,298
Our net current assets decreased from RMB346.5 million as of December 31, 2024 to RMB307.5
million as of December 31, 2025, primarily attributable to an increase in current liabilities of RMB42.1
million, mainly driven by (i) a RMB26.5 million increase in trade and other payables, which primarily
reflected a rise in trade payables in line with the advancement of our preclinical studies and clinical trials
of drug candidates, the recognition of accrued listing expenses and issue cost of RMB12.6 million, and (ii)
an increase in borrowings of RMB10.0 million.
Our net current assets decreased by RMB49.0 million from RMB307.5 million as of December 31,
2025 to RMB248.8 million as of April 30, 2026, primarily attributable to (i) a decrease of RMB50.1
million in financial assets at FVTPL, primarily because we redeemed a portion of our wealth management
products, and utilized the proceeds to purchase three-year large-denomination certificate of deposit, which
were classified as non-current assets, and (ii) an increase of RMB10.0 million in borrowings.
We had net assets of RMB376.2 million and RMB336.2 million as of December 31, 2024 and 2025,
respectively. These balances reflect the loss and total comprehensive expense for the year, capital injection
to the Company and equity-settled share-based transactions. Our net assets decreased from RMB376.2
million as of December 31, 2024 to RMB336.2 million as of December 31, 2025 due to the recognition
of loss and total comprehensive expense of RMB135.1 million in 2025, partially offset by a capital
injection to the Company of RMB70.0 million and equity-settled share-based transactions of RMB25.0
million. See “Financial Information—Description of Selected Items from the Consolidated Statements of
Financial Position” in this prospectus for details.
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:
Y ear ended December 31,
2024 2025
(RMB’000)
Net cash used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(78,042) (89,434)
Net cash generated used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(46,984) (38,067)
Net cash generated (used in)/from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(105) 77,411
Net decrease in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(125,131) (50,090)
Cash and cash equivalents at beginning of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178,941 53,810
Cash and cash equivalents at the end of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,810 3,720
SUMMARY
–1 7–


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Our primary uses of cash during the Track Record Period were to fund the R&D of our Core Products
and other pipeline programs. During the Track Record Period, we conducted equity financing and also
generated cash inflow from our out-license and collaboration agreement. We recorded net cash used in
operating activities of RMB78.0 million and RMB89.4 million for the years ended December 31, 2024 and
2025, respectively. Substantially all of our operating cash outflows resulted from research and
development expenses and administrative expenses.
As of April 30, 2026, being the latest practicable date for determining our indebtedness, we had cash
and cash equivalents and financial assets at FVTPL of RMB327.0 million. Our Directors are of the opinion
that, taking into account the financial resources available to our Group, including cash and cash
equivalents financial assets at FVTPL and the estimated net proceeds from the Listing, we have sufficient
working capital to cover at least 125% of our costs, including R&D costs and administrative expenses, for
at least the next 12 months from the expected date of this prospectus. We had cash and cash equivalents
of RMB4.9 million and financial assets at FVTPL of RMB322.1 million as of April 30, 2026. Assuming
an average cash burn rate going forward of 2.3 times the level in 2025, we estimate that our cash and cash
equivalents and financial assets at FVTPL as of April 30, 2026 will be able to maintain our financial
viability for 18 months or, if we take into account 10% of the estimated net proceeds from the Listing
(namely, the portion allocated for our working capital and other general corporate purposes), 23 months
or, if we also take into account the estimated net proceeds from the Listing, 69 months. See “Financial
Information—Liquidity And Capital Resources—Cash Flow” in this prospectus for details.
KEY FINANCIAL RATIO
Our current ratio, which equals current assets divided by current liabilities, was 7.4 and 4.2 as of
December 31, 2024 and 2025, respectively. See “Financial Information—Key Financial Ratio” for details.
OUR CONTROLLING SHAREHOLDERS AND PRE-IPO INVESTMENTS
Immediately upon completion of the Global Offering (assuming the Over-allotment Option is not
exercised), Dr. Ji will be, directly and through Chengdu Wenshao and Suzhou Jishitang, of which Dr. Ji
is the general partner, entitled to exercise 46.87% of the voting rights in our Company. Therefore, Dr. Ji,
Chengdu Wenshao and Suzhou Jishitang will be regarded as a group of Controlling Shareholders upon
Listing.
Our Company obtained several rounds of investments from the Pre-IPO Investors. The Group’s
post-money valuation in the latest round of pre-IPO financing was RMB2.70 billion and a total amount
of RMB619.30 million was raised from the pre-IPO investors, with meaningful investment of RMB112
million from SDIC Shanghai and Junlian Xinkang, our Sophisticated Investors. Upon the completion of
the Global Offering (assuming the Over-allotment Option is not exercised), the percentage of equity
interest expected to be held by SDIC Shanghai and Junlian Xinkang will represent 7.50% and 5.77%,
respectively. See “History, Development and Corporate Structure—Pre-IPO Investments” in this
prospectus for details.
OFFERING STATISTICS
Based on the Offer
Price of HK$81.80
Market capitalization of our Shares (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
HK$6,020.4
million
Unaudited pro forma adjusted consolidated net tangible assets per Share (2) /H1118/H1118/H1118/H1118/H1118HK$19.35
Notes:
(1) The calculation of market capitalization is based on 73,599,605 Shares expected to be in issue immediately upon completion
of the Global Offering, assuming the Over-allotment Option is not exercised.
(2) See “Appendix II—Unaudited Pro Forma Financial Information” for the assumptions and calculation method.
SUMMARY
–1 8–


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FUTURE PLANS AND USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately HK$1,018.7 million from the Global
Offering, after deducting the underwriting commissions and other estimated expenses payable by us in
connection with the Global Offering, assuming that the Over-allotment Option is not exercised and
assuming an Offer Price of HK$81.80 per Share. We intend to use such net proceeds from the Global
Offering for the purposes and in the amounts set forth below:
(i) approximately 80.6%, or HK$821.3 million, will be used to provide funding for ongoing and
planned clinical research and development activities for our pipeline products;
(ii) approximately 9.4%, or HK$95.6 million, will be used to enhance our research and
development platform to strengthen our innovation pipeline in immunology, metabolism and
oncology, and to explore and develop new preclinical drugs to enhance our current treatment
options;
(iii) approximately 5.0%, or HK$50.9 million, will be used to gradually build our
commercialization team, and expand this team as our drug candidates near commercialization,
ensuring effective outreach and support for our product launches; and
(iv) approximately 5.0%, or HK$50.9 million, will be used for general business operations and
working capital.
See “Future Plans and Use of Proceeds” in this prospectus for details.
DIVIDENDS
No dividend was paid or declared by our Company since its date of incorporation and up to the end
of the Track Record Period. As of the Latest Practicable Date, we did not have a formal dividend policy
or fixed dividend payout ratio. In view of our accumulated losses, as advised by our PRC Legal Advisors,
according to the relevant PRC laws and regulations and the Articles of Association, we shall not declare
or pay dividend until the accumulated losses are covered by our after-tax profits and sufficient statutory
common and other reserves are drawn in accordance with the relevant laws, regulations and our Articles
and Association. See “Financial Information—Dividends” in this prospectus for details.
LISTING EXPENSES
Listing expenses to be borne by us are estimated to be approximately HK$93.7 million (including
underwriting commission, assuming an Offer Price of HK$81.8 per H Share, which is the Offer Price
stated in this prospectus and assuming that the Over-allotment Option is not exercised). The listing
expenses consist of (i) underwriting-related expenses, including underwriting commission, of
approximately HK$55.7 million, and (ii) non-underwriting-related expenses of approximately HK$38.0
million, comprising (a) fees and expenses of our legal advisors, reporting accountants and other
professional parties of approximately HK$31.0 million, and (b) other fees and expenses of approximately
HK$7.0 million. During the Track Record Period, we incurred listing expenses of HK$23.0 million, of
which HK$17.5 million was recognized as listing expenses in the consolidated statements of profit or loss
and of HK$5.5 million was directly attributable to the issuance of Offer Shares which is expected to be
charged against equity upon the Listing. We expect to incur additional listing expenses of approximately
HK$70.7 million, of which approximately HK$15.1 million is expected to be recognized as listing
expenses in the consolidated statements of profit or loss and other comprehensive income and
approximately HK$55.6 million is expected to be recognized as a deduction in equity directly upon the
Listing.
SUMMARY
–1 9–


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In this prospectus, unless the context otherwise requires, the following terms shall have the
meanings set out below. Certain other terms are explained in the section headed “Glossary of
Technical Terms” in this prospectus.
“Accountants’ Report” the Accountants’ Report for the years ended December 31, 2024
and 2025 prepared by Deloitte, 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;
“Articles of Association” or
“Articles”
the articles of association of our Company adopted on July 11,
2025 which shall become effective as of the date on which the H
Shares are listed on the Stock Exchange, as amended from time to
time, a summary of which is set out in “Appendix III—Summary
of Articles of Association” to this prospectus;
“Board” or “Board of Directors” the board of Directors;
“Business Day” or “business day” a day on which banks in Hong Kong are generally open for normal
banking business to the public and which is not a Saturday, Sunday
or public holiday in Hong Kong;
“Capital Market Intermediary” the capital market intermediary participating in the Global
Offering and has the meaning ascribed thereto under the Listing
Rules;
“CCASS” the Central Clearing and Settlement System established and
operated by HKSCC;
“CDE” Center for Drug Evaluation (ᄲ൙ʕː), a
division of the NMPA responsible for acceptance and technical
review of applications for drug clinical trials and drug marketing
authorization;
“Chengdu Wenshao” Chengdu Wenshao Enterprise Management Center (Limited
Partnership) ( ϓேၲჭΆุ၍ଣʕː(Υྫ)), a limited
partnership established under the laws of the PRC on November 8,
2019 with Dr. Ji acting as the general partner and one of our
Controlling Shareholders;
“Chengdu Yuanyuan” Chengdu Yuanyuan Biotechnology Co., Ltd. (ҦϞ
ʮ̡), a company established in the PRC with limited liability
on October 30, 2012 and a wholly-owned subsidiary of our
Company;
“China” or “PRC” the People’s Republic of China, but for the purpose of this
prospectus and for geographical reference only and except where
the context requires otherwise, references in this prospectus to
“China” and the “PRC” do not apply to Hong Kong Special
Administrative Region, Macau Special Administrative Region and
Taiwan;
DEFINITIONS AND ACRONYMS
–2 0–


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“CIC” or “China Insights
Consultancy”
China Insights Industry Consultancy Limited ( ӧᗆΆุ၍ଣፔ༔
(ɪऎ)ʮ̡), an Independent Third Party, and a market
research firm engaged by our Company to prepare an industry
report, the details of which are set out in “Industry Overview”;
“CIC Report” an independent market research report commissioned by us and
prepared by CIC for the purpose of this prospectus;
“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;
“Company” or “our Company” HJ Science Co., Ltd. ( ശ਄͊Ը(ϓே)ʮ̡), a
limited liability company established in the PRC on February 20,
2017 as HJ Science Co., Ltd. (ʮ̡) which
was converted into a joint stock company with limited liability on
March 18, 2025;
“Company Law” or “PRC
Company Law”
the Company Law of the People’s Republic of China ( ʕശɛ͏΍
جas amended, supplemented or otherwise modified
from time to time;
“Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules, and
unless the context otherwise requires, refers to Dr. Ji, Chengdu
Wenshao and Suzhou Jishitang, and a Controlling Shareholder
shall mean each or any of them;
“Core Product” has the meaning ascribed thereto under Chapter 18A of the Listing
Rules, which 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;
“COVID-19” a viral respiratory disease caused by the severe acute respiratory
syndrome coronavirus;
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ၍ଣ
ึ);
“Director(s)” the director(s) of our Company;
“Dr. Ji” Dr. Ji Jianxin (อ), our executive Director, chief executive
officer, general manager, chairman of our Board, one of our
promoters and one of our Controlling Shareholders;
“EIT Law” the PRC Enterprise Income Tax Law (੻೼
جas enacted by the NPC on March 16, 2007 and effective on
January 1, 2008, as amended, supplemented or otherwise modified
from time to time;
DEFINITIONS AND ACRONYMS
–2 1–


--- page 31 ---
“Extreme Conditions” the occurrence of “extreme conditions” as announced by any
government authority of Hong Kong due to serious disruption of
public transport services, extensive flooding, major landslides,
large-scale power outage or any other adverse conditions before
Typhoon Signal No. 8 or above is replaced with Typhoon Signal
No. 3 or below;
“FDA” the United States Food and Drug Administration
“FINI” Fast Interface for New Issuance, an online platform operated by
HKSCC for admission to trading and, where applicable, the
collection and processing of specified information on subscription
in and settlement for all initial public offerings;
“General Rules of HKSCC” General Rules of HKSCC published by the Stock Exchange and as
amended from time to time;
“Global Offering” the Hong Kong Public Offering and the International Offering;
“Group,” “our Group,” “our,” “we”
or “us”
our Company and all of our subsidiaries or, where the context so
requires, in respect of the period before our Company became the
holding company of our present subsidiaries, the business operated
by such subsidiaries or their predecessors (as the case may be);
“Guide” or “Guide for New Listing
Applicants”
the Guide for New Listing Applicants, as published by the Stock
Exchange on November 29, 2023 and effective on January 1, 2024,
as amended or supplemented or otherwise modified from time to
time;
“H Share(s)” ordinary share(s) in the share capital of our Company with a
nominal value of RMB1.00 each, to be subscribed for and traded in
Hong Kong dollars and to be listed on the Hong Kong Stock
Exchange;
“H Share Registrar” Computershare Hong Kong Investor Services Limited;
“Hefei Hualu” Hefei Hualu Zhiye Technology Co., Ltd. (ࠢ
ʮ̡), a company established in the PRC with limited liability on
March 14, 2025 and an wholly-owned subsidiary of our Company;
“HK$” Hong Kong dollars, the lawful currency of Hong Kong;
“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 or a 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;
DEFINITIONS AND ACRONYMS
–2 2–


--- page 32 ---
“HKSCC Operational Procedures” the operational procedures of HKSCC, containing the practices,
procedures and administrative or other requirements relating to
HKSCC’s services and the operations and functions of CCASS,
FINI or any other platform, facility or system established, operated
and/or otherwise provided by or through HKSCC, 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;
“Hong Kong Offer Shares” the 1,360,000 new H Shares being initially being offered by our
Company for subscription at the Offer Price pursuant to the Hong
Kong Public Offering (subject to reallocation as described in the
section headed “Structure of the Global Offering” in this
prospectus);
“Hong Kong Public Offering” the offer for subscription of the Hong Kong Offer Shares to the
public in Hong Kong at the Offer Price (plus brokerage of 1.0%,
SFC transaction levy of 0.0027%, Stock Exchange trading fee of
0.00565% and AFRC transaction levy of 0.00015%), subject to and
in accordance with the terms and conditions set out in this
prospectus;
“Hong Kong Stock Exchange” or
“Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly owned
subsidiary of Hong Kong Exchange and Clearing Limited;
“Hong Kong Underwriter” the underwriter of the Hong Kong Public Offering whose name is
set out in the section headed “Underwriting—Hong Kong
Underwriter” in this prospectus;
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated June 11, 2026 relating to the
Hong Kong Public Offering entered into by our Company, the
Controlling Shareholders, the Sole Sponsor, the Sole Overall
Coordinator and the Hong Kong Underwriter;
“Huajin Pharmaceutical” Huajin (Chongqing) Pharmaceutical Co., Ltd. (ݵ(ᅅ)ᖹุϞ
ʮ̡), a company established in the PRC with limited liability
on December 12, 2023 and a wholly-owned subsidiary of our
Company;
“IAS” International Accounting Standards;
“IFRS(s)” International Financial Reporting Standards, as issued from time to
time by the International Accounting Standards Board
“Independent Third Party(ies)” an individual or a company, who or which, to the best of our
Directors’ knowledge, information, and belief, having made all
reasonable enquiries, is not a connected person of our Company
within the meaning of the Listing Rules;
DEFINITIONS AND ACRONYMS
–2 3–


--- page 33 ---
“International Offer Shares” the 12,240,000 H Shares initially being offered for subscription
under the International Offering, together, where relevant, with any
additional H Shares which may be issued 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 offer of the International Offer Shares at the Offer Price,
outside the United States in offshore transactions in accordance
with Regulation S under the U.S. Securities Act, as further
described in “Structure of the Global Offering” of this prospectus;
“International Underwriter” the international underwriter expected to enter into the
International Underwriting Agreement relating to the International
Offering;
“International Underwriting
Agreement”
the international underwriting agreement relating to the
International Offering to be entered into by, among other parties,
our Company and the International Underwriter on or about
Thursday, June 18, 2026;
“IP Legal Advisors” Hiways Law Firm, the legal advisors to our Company as to PRC
intellectual property laws
“Latest Practicable Date” June 2, 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 our H Shares on the Main Board;
“Listing Date” the date, expected to be on or about Tuesday, June 23, 2026 on
which dealings in our H Shares first commence on the Main Board;
“Listing Rules” the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as amended or supplemented
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;
“MOF” the Ministry of Finance of the PRC (௅);
“MOFCOM” or “Ministry of
Commerce”
the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅);
“NMPA” the National Medical Products Administration of the PRC (ᖹ
္ຖ၍ଣ҅) and its predecessor, the China Food and Drug
Administration (္ຖ၍ଣᐼ҅);
“Offer Price” HK$81.80, the Hong Kong dollar price per Offer Share (exclusive
of brokerage fee of 1.0%, SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565% and AFRC transaction levy of
0.00015%);
DEFINITIONS AND ACRONYMS
–2 4–


--- page 34 ---
“Offer Shares” the Hong Kong Offer Shares and the International Offer Shares;
“Over-allotment Option” the option to be granted by us to the International Underwriter and
exercisable by the Sole Overall Coordinator, pursuant to which we
may be required to allot and issue up to an aggregate of 2,040,000
additional H Shares (representing 15% of the number of Offer
Shares initially available under the Global Offering) at the Offer
Price to cover over-allocations in the International Offering, if any,
details of which are described in the section headed “Structure of
the Global Offering—The International Offering—Over-allotment
Option” in this prospectus;
“Overseas Listing Trial Measures” the Trial Administrative Measures of Overseas Securities Offering
and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձ
) released by the CSRC on February 17, 2023
and took effect on March 31, 2023;
“PRC Government” the central government of the PRC and all governmental
subdivisions (including provincial, municipal and other regional or
local government entities) and organizations of such government
or, as the context requires, any of them;
“PRC Legal Advisors” JunHe LLP, the legal advisors to our Company as to PRC laws in
connection with the Global Offering;
“Pre-IPO Investment(s)” the pre-IPO investment(s) in our Company, details of which are set
out in “History, Development and Corporate Structure—Pre-IPO
Investments” in this prospectus;
“Pre-IPO Investor(s)” the investor(s) of the Pre-IPO Investments;
“Pre-IPO Share Incentive Scheme” the share incentive plan approved and adopted by our Company on
July 11, 2025, a summary of the principal terms of which is set
forth in “Appendix IV—Statutory and General Information—D.
Pre-IPO Share Incentive Scheme”;
“Regulation S” Regulation S under the U.S. Securities Act;
“Renminbi” or “RMB” the lawful currency of the PRC;
“Reporting Accountants” Deloitte, the reporting accountants of our Company;
“SAFE” the State Administration of Foreign Exchange of the PRC ( ʕശɛ
̮ි၍ଣ҅);
“SAIC” the State Administration for Industry and Commerce of the PRC
(၍ଣᐼ҅), which was consolidated into the
SAMR in March 2018, including, as the context may require, its
local counterparts;
“SAMR” the State Administration for Market Regulation of the PRC ( ʕ਷
̹ఙ္ຖ၍ଣᐼ҅);
“SCNPC” the Standing Committee of the NPC;
DEFINITIONS AND ACRONYMS
–2 5–


--- page 35 ---
“Securities and Futures
Commission” or “SFC”
the Securities and Futures Commission of Hong Kong;
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong), as amended, supplemented or otherwise modified
from time to time;
“Shanghai Zheye” Shanghai Zheye Biotechnology Co., Ltd. (ࠢ
ʮ̡), a company established in the PRC with limited liability on
December 21, 2016 and a wholly-owned subsidiary of our
Company;
“Share(s)” ordinary share(s) with nominal value RMB1.00 each in the share
capital of the Company, comprising H Shares and Unlisted Shares;
“Shareholder(s)” holder(s) of our Share(s);
“Sole Bookrunner” the sole bookrunner as named in the section headed “Directors,
Supervisors and Parties Involved in the Global Offering” of this
prospectus;
“Sole Global Coordinator” The sole global coordinator as named in the section headed
“Directors, Supervisors and Parties Involved in the Global
Offering” of this prospectus;
“Sole Lead Manager” the sole lead manager as named in the section headed “Directors,
Supervisors and Parties Involved in the Global Offering” of this
prospectus;
“Sole Overall Coordinator” CLSA Limited;
“Sole Sponsor” CITIC Securities (Hong Kong) Limited;
“Sophisticated Investor(s)” has the meaning ascribed to it under Chapter 2.3 of the Guide;
“Stabilizing Manager” CLSA Limited;
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫);
“Supervisor(s)” the supervisor(s) of our Company;
“Supervisory Committee” the supervisory committee of our Company;
“Suzhou Jishitang” Suzhou Jishitang Enterprise Management Center (Limited
Partnership) ( ᘽψጐͩੀΆุ၍ଣʕː(Υྫ)), a limited
partnership established in the PRC on June 14, 2017 with Dr. Ji
acting as the general partner, which is an employee incentive
platform of our Group and one of our Controlling Shareholders;
“Takeovers Code” the Hong Kong Code on Takeovers and Mergers issued by the SFC,
as amended, supplemented or otherwise modified from time to
time;
“Track Record Period” the years ended December 31, 2024 and 2025;
“Underwriter” the Hong Kong Underwriter and the International Underwriter;
DEFINITIONS AND ACRONYMS
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“Underwriting Agreements” the Hong Kong Underwriting Agreement and the International
Underwriting Agreement;
“Unlisted Share(s)” ordinary Share(s) issued by our Company with a nominal value of
RMB1.00 each which is/are not listed on any stock exchange;
“U.S.” or “United States” the United States of America, its territories, its possessions, any
State of the United States, and the District of Columbia;
“U.S. dollar(s)” or “US$” United States dollar(s), the lawful currency of the United States;
“U.S. Securities Act” United States Securities Act of 1933, as amended, supplemented or
otherwise modified from time to time;
“V AT” the PRC value-added tax;
“we”, “us” or “our” the Company or the Group, as the context requires;
“White Form eIPO ” the application for Hong Kong Offer Shares to be issued in the
applicant’s own name by submitting applications online through
the designated website of White Form eIPO at www.eipo.com.hk ;
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
Unless otherwise specified, all references to any shareholdings in our Company following the
completion of the Global Offering assume that the Over-allotment Option is not exercised.
In this prospectus, the terms “associate(s),” “Biotech Company,” “close associate(s),” “connected
person(s),” “core connected person(s),” “subsidiary,” “substantial shareholder(s)” and “treasury
share(s)” shall have the meanings ascribed to them under the Listing Rules, unless the context otherwise
requires.
Unless the content otherwise requires, references to “2024” and “2025” in this prospectus refer to
our financial year ended December 31 of such year .
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 the prospectus in both the Chinese and English languages and in the event of any inconsistency, the
Chinese versions shall prevail. English translations of company names and other terms from the Chinese
language are provided for identification purposes only.
Certain amounts and percentage figures included in this prospectus were subjected to rounding
adjustments. Accordingly, figures shown as totals in certain tables may not be arithmetic aggregation of
the figures preceding them.
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.
DEFINITIONS AND ACRONYMS
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This glossary contains definitions of certain technical terms used in this document in
connection with us and our business. These may not correspond to standard industry definitions,
and may not be comparable to similarly terms adopted by other companies.
“A-427” a cell line isolated from the lungs of a male with carcinoma
“A375” a cell line isolated from the skin of a patient with malignant
melanoma
“A549 ” a cell line isolated from the lung tissue of a White, 58-year-old
male with lung cancer
“acne vulgaris” or “A V” a chronic skin condition in which blockage or inflammation of the
hair follicles and accompanying sebaceous glands
“ADC” antibody-drug conjugate, a class of biopharmaceutical drugs that
comprise an antibody conjugated to a payload molecule, typically
a cytotoxic agent, via a chemical linker
“ADMET” absorption, distribution, metabolism, excretion, toxicity, a set of
test categories used together in drug discovery to provide insight
into how a pharmaceutical drug interacts with the body as a whole
“AE” adverse event, which may be mild, moderate, or severe, any
untoward medical occurrence in a patient or subject receiving a
drug or other pharmaceutical product in a clinical trial and which
does not necessarily have a causal relationship with the treatment
“agonist” a chemical that binds to and activates a receptor or other protein to
produce a biological response
“AKT” also known as protein kinase B (PKB), a serine/threonine protein
kinase with 3 isoforms (AKT1, AKT2 and AKT3) that participate
in multiple pathways regulating several cellular processes,
including survival, proliferation, tissue invasion, and metabolism
“anrogen receptor” or “AR” a type of nuclear receptor that is activated by binding of either of
the androgenic hormones testosterone or dihydrotestosterone in the
cytoplasm and then translocating into the nucleus
“antibiotics” a drug or medicine that kills or inhibits the growth of bacteria.
Antibiotics are the chief antibacterial agents for fighting bacterial
infections, and antibiotic medications are widely used in the
treatment and prevention of those infections
“aryl hydrocarbon receptor” or
“AhR”
a protein that in humans is encoded by the AHR gene
“AsPC-1” a cell line isolated from pancreas tissue of a patient with
adenocarcinoma
“atopic dermatitis” or “AD” an immune-mediated inflammatory skin disease that causes dry,
itchy and inflamed skin
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“AUC” area under the curve, a pharmacokinetic parameter that measures
the body’s exposure to a drug, i.e., how much of the drug reaches
a person’s bloodstream over a given period of time after a dose is
administered
“AUC
last” area under the concentration-time curve from the first time point
measured (0) to the time of the last measurable concentration
“autoimmune disease” with respect to any disorder or disease, an abnormal immune
response of the body against substances and tissues normally
present in the body
“/H9252-cell” a type of cell found in the pancreas that is responsible for
producing and releasing insulin, a hormone that regulates blood
sugar levels
“bioavailability” the fraction of an administered dose of drug that reaches systemic
circulation, which is one of the principal pharmacokinetic
properties of drugs
“biologics” drug products derived from a variety of living sources—human,
animal, or microorganism—that may be produced by
biotechnology methods and other cuttingedge technologies (in
contrast to small-molecule drugs, which are chemically
synthesized). Biologics can be composed of sugars, proteins or
nucleic acids or complex combinations of these substances, or may
be living entities, such as cells and tissues
“biomarker” a naturally occurring molecule, gene, or characteristic by which a
particular pathological or physiological process, disease, etc. can
be identified
“BRAF” a gene and the protein it encodes, involved in cell signaling and
growth
“C57BL/6J” the original and most widely used inbred laboratory mouse strain
in biomedical research, particularly for immunology, neurobiology,
and genetics studies
“CAGR” compound annual growth rate
“CD3
+” a specific protein found on the surface of T lymphocytes, a type of
white blood cell crucial for the immune system
“CDMO” contract development and manufacturing organization, a company
that provides support to the pharmaceutical, biotechnology, and
medical device industries in the form of development and
manufacturing services outsourced on a contract basis
“cell line” a population of cells which descend from a single cell and contain
the same genetic makeup, thereby producing the same proteins.
The productivity of a cell line determines the cost of
manufacturing, and the quality of a cell line is directly related to
the quality of the relevant biologics
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“chemotherapy” or “chemo” a drug treatment that uses cytotoxic chemicals to kill fast-growing
cells in a patient’s body. It is most often used as a cancer treatment
because cancer cells grow and multiply much faster than most
other cells in the body
“cGMP” current good manufacturing practice
“clinical trial” 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
“C
max” maximum plasma concentration, a pharmacokinetic parameter that
measures the highest concentration of a drug in the blood,
cerebrospinal fluid, or target organ after a dose is given
“CMC” chemistry, manufacturing and controls, also commonly referred to
as process development, covering the various procedures used to
assess the physical and chemical characteristics of drug products,
and to ensure their quality and consistency during manufacturing
“cohort” a group of patients as part of a clinical trial who share a common
characteristic or experience within a defined period and who are
monitored over time
“COLO 201” a cell line isolated from a patient with colorectal adenocarcinoma
“combination therapy” a treatment that uses more than one medication or modality
“corticosteroids” class of steroid hormones drug that lower inflammation in the body
and reduce immune system activity
“CR” complete response, the disappearance of all signs of cancer in
response to treatment
“CRC” colorectal cancer, a type of cancer arising from the colon or rectum
“CREB” cAMP-response element binding protein
“CMO(s)” contract manufacturing organization(s), a company that serves
other companies in the pharmaceutical industry on a contract basis
to provide comprehensive services from drug development through
drug manufacturing
“CT26” a murine colorectal carcinoma cell line derived from a chemically
induced tumor in BALB/c mouse
“CRO(s)” contract research organization, a company provides support to the
pharmaceutical, biotechnology, and medical device industries in
the form of research and development services outsourced on a
contract basis
“cytokine” a broad category of small proteins that are important in cell
signaling, whose release has an effect on the behavior of cells
expressing corresponding receptors
“cytotoxic” toxic to living cells
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“DCR” disease control rate, the total proportion of patients who
demonstrate a response to treatment, equal to the sum of complete
responses (CR), partial responses (PR) and stable disease (SD)
“diabetes” a complex, chronic metabolic disease characterized by elevated
levels of blood glucose, which over time leads to serious damage
to the heart, blood vessels, eyes, kidneys, nerves and other organs,
comprised of two categories including type 1 diabetes mellitus and
type 2 diabetes mellitus
“DIO” diet-induced obesity, is excessive fat accumulation caused by
consistently consuming more calories than are expended, primarily
through diets high in fat, sugar, and salt
“DNFB-induced” an experimental process using 2,4-dinitrofluorobenzene (DNFB) to
create animal models, primarily in mice, that exhibit
characteristics of atopic dermatitis (AD) or contact
hypersensitivity (CHS)
“DOR” duration of response, the length of time that a tumor continues to
respond to treatment without the cancer growing or spreading
“DPP-4” dipeptidyl peptidase-4, also known as adenosine deaminase
complexing protein 2 or CD26 (cluster of differentiation 26), an
enzyme expressed on the surface of most cell types and associated
with immune regulation, signal transduction, and apoptosis
“DLT” dose-limiting toxicity, toxicities of a drug or other treatment that
are serious enough to prevent an increase in dose or level of that
treatment
“EGFR” epidermal growth factor receptor
“EGFRm” or “EGFR-mutant” cells or tissues harboring mutations in the EGFR gene, which can
affect receptor function and are often associated with certain types
of cancer
“endpoint” with respect to a clinical study or trial, the outcome that is
measured
“ERK” extracellular signal-regulated kinase
“fatty acid synthase” or “FASN” a 270-kDa cytosolic dimeric enzyme that is responsible for
palmitate synthesis
“FDA” the United States Food and Drug Administration, a federal agency
of the Department of Health and Human Services
“FGF19” fibroblast growth factor 19, a protein that in humans encoded by
the FGF19 gene. It functions as a hormone, regulating bile acid
synthesis, with effects on glucose and lipid metabolism
“FGFR1, 2, 3, and 4” a family of four receptor tyrosine kinases that bind to fibroblast
growth factors (FGFs) and trigger signaling pathways regulating
vital cellular processes including growth, cell survival,
multiplication, development, and wound healing
GLOSSARY OF TECHNICAL TERMS
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“first-line” or “1L” with respect to any disease, the first line therapy, which is the
treatment regimen or regimens that are generally accepted by the
medical establishment for initial treatment. It is also called primary
treatment or therapy
“gastrointestinal” relating to or affecting the stomach and intestines, which comprise
the digestive system
“GCG” glucagon, the main catabolic hormone of the body, produced by
alpha cells of the pancreas; it raises the concentration of glucose
and fatty acids in the bloodstream
“GCGR” glucagon receptor
“GCP” good clinical practice, an international ethical and scientific
quality standard for the performance of a clinical trial on medicinal
products involving humans
“GIP” glucose-dependent insulinotropic polypeptide, also known as
gastric inhibitory polypeptide; it is a hormone produced in the
upper gut and secreted to the circulation in response to the
ingestion of foods, especially fatty foods
“GIPR” glucose-dependent insulinotropic polypeptide receptor, or gastric
inhibitory polypeptide receptor, found on beta-cells in the
pancreas; its activation stimulates insulin secretion
“glucagon” a hormone that raises blood sugar levels by signaling the liver to
release stored glucose
“GMP” good manufacturing practice, the practices required in order to
conform to the guidelines recommended by agencies that control
the authorization and licensing of the manufacture and sale of
products
“GLP-1” glucagon-like peptide-1; a peptide hormone that decreases blood
sugar levels in a glucose-dependent manner by enhancing the
secretion of insulin
“GLP-1R” glucagon-like peptide-1 receptor
“GLP-1 RA” glucagon-like peptide-1 receptor agonist, unless otherwise
specified, “GLP-1 RA” or “GLP-1RAs” as used in this prospectus
include both single-target GLP-1 RA and multi-target GLP-
1–based RA
“glycemic control” the management of blood sugar levels
“Grade” term used to refer to the severity of adverse events according to
Common Terminology Criteria for Adverse Events (CTCAE)
v4.03, using Grade 1, Grade 2, Grade 3, etc.
“HbA1c” glycated hemoglobin, formed when hemoglobin joins with glucose
in the blood and becomes glycated
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“HCC” hepatocellular carcinoma, a type of cancer arising from
hepatocytes
“HCT116” an adherent cell line isolated from the colon of a patient with colon
cancer
“Hepatitis B” a liver infection caused by the hepatitis B virus (HBV)
“Hepatitis C” a liver disease caused by the hepatitis C virus (HCV)
“HER2” human epidermal growth factor receptor 2
“HF” heart failure
“HRAS” HRas proto-oncogene, a gene providing instructions for making a
protein called H-Ras that is involved primarily in regulating cell
division
“HT-29” a cell line from a colorectal adenocarcinoma patient
“IFN-I” type I interferon, a cytokine involved in the innate immune
response against viral infections and other pathogens
“IFN-/H9253” a dimerized soluble cytokine that is the only member of the type II
class of interferons
“IL-17” a cytokine, a type of signaling molecule, that plays a crucial role
in the immune system, particularly in inflammation and host
defense against pathogens
“IL-22” a cytokine, a type of signaling protein, that plays a role in tissue
protection, regeneration, and host defense
“immune checkpoint inhibitor(s)”
or “ICI(s)”
a type of immunotherapy that blocks proteins called immune
checkpoints, which prevent the immune system from attacking the
cancer cells
“immunotherapy” or “IO” a type of therapy that uses substances to stimulate or suppress the
immune system to help the body fight cancer, infection, and other
diseases
“IND” investigational new drug or investigational new drug application,
also known as clinical trial application in China or the U.S.
“inhibitor” a substance added or applied to another substance to slow down a
reaction or to prevent an unwanted chemical change
“in vitro ” Latin for “in glass”, studies in vitro are conducted using
components of an organism that have been isolated from their
usual biological surroundings, such a microorganisms, cells or
biological molecules
“in vivo ” Latin for “within the living”, studies in vivo are those in which the
effects of various biological or chemical substances are tested on
whole, living organisms as opposed to a partial or dead organism,
or those done in vitro
GLOSSARY OF TECHNICAL TERMS
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“JAK1” Janus kinase 1, a protein-tyrosine kinase essential for mediating
signals from a large number of cytokine receptors
“JAK2” Janus kinase 2, a protein that plays a crucial role in cell signaling,
particularly in blood cell production
“JAK3” Janus Kinase 3, a protein that plays a critical role in the JAK-STAT
pathway, a key signaling pathway that regulates immune cell
development and function
“JH1 kinase” the Janus kinase (JAK) family’s catalytic tyrosine kinase domain
responsible for transferring phosphate groups during intracellular
signaling
“KIV-2 domain” a specific region of the apolipoprotein(a) (apo(a)) protein, which is
part of the lipoprotein(a) (Lp(a)) particle in human blood
“KIV-7 domain” a specific region of the apolipoprotein(a) (apo(a)) protein, which is
part of the lipoprotein(a) (Lp(a)) particle in human blood
“KRAS” Kirsten rat sarcoma 2 viral oncogene homolog, a signal transducer
protein, which plays an important role in various cellular signaling
events such as in regulation of cell proliferation, differentiation
and migration
“KRAS
G12C” a specific mutation in the KRAS gene, a gene that plays a role in
cell growth and division. The “G12C” refers to a change from
glycine (G) to cysteine (C) at a particular position (12) within the
KRAS protein
“Low-density lipoprotein (LDL)” one of the five major groups of lipoprotein that transport all fat
molecules around the body in extracellular water
“LS1034” a cell line isolated from a patient with colorectal adenocarcinoma
“LS174T” a cell line derived from a Dukes type B colorectal adenocarcinoma
“MAPK” mitogen-activated protein kinase, a type of protein kinase that is
specific to the amino acids serine and threonine, and is involved in
various cellular functions, including cell proliferation,
differentiation and migration
“MAPK/ERK” a crucial signaling cascade in cells that transmits signals from the
cell surface to the nucleus, regulating fundamental cellular
processes like growth, division, and survival
“metastatic” in reference to any disease, including cancer, disease producing
organisms or of malignant or cancerous cells transferred to other
parts of the body by way of the blood or lymphatic vessels or
membranous surfaces
“MEK” mitogen-activated protein kinase kinase (also known as MAPKK),
a kinase enzyme which phosphorylates MAPK
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“MHC” major histocompatibility complex, a large locus on vertebrate DNA
containing a set of closely linked polymorphic genes that code for
cell surface proteins essential for the adaptive immune system
“MIA PaCa-2” an epithelial cell line that was established from tumor tissue of the
pancreas
“monotherapy” therapy that uses a single drug to treat a disease or condition
“MMAE” monomethyl auristatin E
“MNC” multinational companies
“MoA” mechanism of action, the specific biochemical interaction through
which a drug substance produces its pharmacological effect
“NCI-H358” a well-known human cell line derived from a bronchioalveolar
carcinoma, a subtype of non-small cell lung cancer
“ND” neurodermatitis, also known as lichen simplex chronicus, is a skin
condition characterized by a localized, itchy patch of skin that
becomes thickened and leathery due to repeated scratching
“NDA” new drug application
“NMPA” National Medical Products Administration of China
“NRAS” neuroblastoma RAS viral oncogene homolog, which provides
instructions for making a protein called N-Ras that is involved
primarily in regulating cell division
“NRDL” National Reimbursement Drug List
“NSCLC” non-small cell lung cancer
“obesity” abnormal or excessive fat accumulation in the body; defined as an
individual having a body mass index over 28kg/m2 or more in
China and 30 kg/m2 or more in the United States, respectively
“ORR” objective response rate
“pan-JAK inhibitor” a type of medication that blocks the activity of all four Janus
kinase (JAK) enzymes: JAK1, JAK2, JAK3, and TYK2
“Panc 04.03” an epithelial-like cell line that was isolated from the pancreas of a
patient with adenocarcinoma
“payload” one of the three core components of an ADC. Payloads are
conventionally highly active and cytotoxic molecules attached to
an antibody via a chemical linker. Non-cytotoxic payloads have
recently emerged as novel ADC strategies for oncology and
non-oncology indications
“PCSK9” proprotein convertase subtilisin/kexin type 9, a protein that plays a
role in regulating cholesterol levels in the blood
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“PDAC” Pancreatic Ductal Adenocarcinoma, is the most common and
aggressive type of pancreatic cancer
“PDE4” an enzyme belonging to the phosphodiesterase family that
specifically hydrolyzes cyclic adenosine monophosphate (cAMP)
into its inactive form. By regulating intracellular levels of cAMP,
PDE4 plays a key role in controlling inflammatory and immune
responses, as well as various cellular signaling pathways.
Inhibition of PDE4 has been shown to have antiinflammatory
effects and is a therapeutic strategy for treating certain
inflammatory diseases, including COPD, psoriasis, and AD
“PD-1” programmed cell death protein 1, an immune checkpoint receptor
expressed on T cells, B cells and macrophages. The normal
function of PD-1 is to turn off the T cell mediated immune
response as part of the process that stops a healthy immune system
from attacking other pathogenic cells in the body. When PD-1 on
the surface of a T cell attaches to certain proteins on the surface of
a normal cell or a cancer, the T cell turns off its ability to kill the
cell
“PD-L1” PD-1 ligand 1, which is a protein on the surface of a normal cell
or a cancer cell that attaches to certain proteins on the surface of
the T cell that causes the T cell to turn off its ability to kill the
cancer cell
“PBMCs” peripheral blood mononuclear cells, a group of white blood cells
that play a crucial role in the immune system
“pharmacodynamics” or “PD” the study of how a drug affects an organism, which, together with
pharmacokinetic, influences dosing, benefit, and adverse effects of
the drug
“pharmacokinetics” or “PK” 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
“pharmacology” a branch of medicine and pharmaceutical sciences which is
concerned with the study of drug or medication action, where a
drug can be broadly or narrowly defined as any man-made, natural
or endogenous molecule which exerts a biochemical or
physiological effect on the cell, tissue, organ or organism
“Phase I clinical trial” study in which a drug is introduced into healthy human subjects or
patients with the target disease or condition and tested for safety,
dosage tolerance, absorption, metabolism, distribution, excretion,
and if possible, to gain an early indication of its effectiveness
“Phase II clinical trial” study in which a drug is administered to a limited patient
population to identify possible adverse effects and safety risks, to
preliminarily evaluate the efficacy of the product for specific
targeted diseases, and to determine dosage tolerance and optimal
dosage
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“Phase III clinical trial” study in which a drug is administered to an expanded patient
population generally at geographically dispersed clinical trial sites,
in well-controlled clinical trials to generate enough data to
statistically evaluate the efficacy and safety of the product for
approval, to provide adequate information for the labeling of the
product
“PI3K/AKT” a critical intracellular signaling cascade that regulates fundamental
cellular processes such as cell growth, proliferation, metabolism,
and survival
“pivotal trial” or “registrational
trial”
the final controlled trial or study to demonstrate clinical efficacy
and safety evidence required before submission for drug marketing
approval
“placebo” any dummy medical treatment administered to the control group in
a controlled clinical trial in order that the specific and non-specific
effects of the experimental treatment can be distinguished
“PR” partial response or partial response rate
“preclinical study(ies)” preclinical studies testing a drug on non-human subjects, to gather
efficacy, toxicity, pharmacokinetic and safety information and to
decide whether the drug is ready for clinical trials
“progression-free survival” or
“PFS”
the length of time during and after the treatment of a disease, such
as cancer, that a patient lives with the disease but it does not get
worse. In a clinical trial, measuring the progression-free survival is
one way to see how well a new treatment works
“pruritus” itchy skin, which is an uncomfortable, irritating sensation that
makes the patient want to scratch
“PSN-1” a cell line exhibiting epithelial-like morphology isolated from the
pancreas of a patient with adenocarcinoma
“psoriasis” or “Ps” a skin disease associated with dysregulation of the immune
systems that causes a rash with itchy and scaly patches, most
commonly on the knees, elbows, trunk and scalp
“RAS” a low-molecular-weight GDP/GTP-binding guanine
triphosphatase, which is a prototypical member of the small-
GTPase superfamily
“RAF-induced MEK” the process where the Raf kinase, activated by upstream signals
like Ras, phosphorylates and activates MEK (MAPK/ERK kinase)
within the MAPK signaling pathway
“Retinoic acid receptor gamma” or
“RARG”
one of the three subtypes of nuclear transcription factors that, upon
activation by retinoic acid, regulate the expression of target genes
involved in cell differentiation, proliferation, and apoptosis
“RNA” a nucleic acid present in all living cells
“RP2D” recommended Phase II dose
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“QA” quality assurance
“QD” once daily
“SAE” serious adverse events
“SCLC” Small Cell Lung Cancer, a rare fast-growing lung cancer
“SCORAD” a clinical tool used to assess the severity of AD. It combines the
extent and intensity of skin lesions with subjective symptoms such
as itching and sleep loss to generate a score that reflects disease
severity
“SGLT2 inhibitors” a class of medications used to treat type 2 diabetes and heart failure
“SMDC” Small-Molecule Drug Conjugate, a class of targeted therapeutic
agents that combine the favorable properties of small molecules
with the specificity of targeting moieties
“solid tumor” an abnormal mass of tissue that usually does not contain cysts or
liquid areas. Solid tumors may be benign (not cancer), or
malignant (cancer). Different types of solid tumors are named for
the type of cells that form them. Examples of solid tumors are
sarcomas, carcinomas, and lymphomas
“standard of care” treatment that is accepted by medical experts as a proper treatment
for a certain type of disease and that is widely used by healthcare
professionals
“STAT5” Signal Transducer and Activator of Transcription 5, a protein
involved in cell signaling, particularly in response to cytokines and
growth factors
“STZ-induced” a state, most commonly diabetes mellitus, that is chemically
triggered in an animal using the compound streptozotocin (STZ)
for research purposes
“SW620” a cell line isolated from a colorectal cancer patient
“Target of Rapamycin
Complex 2” or “TORC2”
a central node in signaling feedback loops serving to maintain
biophysical homeostasis of the plasma membrane
“TEAE(s)” treatment emergent adverse events, an event that emerges during
treatment, having been absent pretreatment, or worsens relative to
the pretreatment state
“TGI” Tumor Growth Inhibition, (TGI(%)=[1−(T
t−T0)/( C t−C0)]×100%
T0 and C 0: the mean tumor volumes of the treatment and control
groups at baseline (start of treatment) T t and C t: the mean tumor
volumes of the treatment and control groups at time t)
“Th17” a subset of T helper cells characterized by their production of
interleukin-17 (IL-17) and other inflammatory cytokines
“TNF” tumor necrosis factor, a group of cell signaling proteins (cytokines)
that regulate immune cells and mediate the inflammatory responses
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“TNF-/H9251” a prominent member of the TNF family and one of the cytokines
that make up the acute phase reaction, a series of physiological
process occurring soon after the onset of inflammatory processes
“IFN-/H9253” a dimerized soluble cytokine that is the only member of the type II
class of interferons
“tolerability” the degree to which overt AEs of a drug can be tolerated by a
patient. Tolerability of a particular drug can be discussed in a
general sense, or it can be a quantifiable measurement as part of a
clinical study
“TYK2” Tyrosine Kinase 2, a protein that plays a critical role in immune
signaling pathways
“Type 2 diabetes” a lifelong (chronic) disease in which there is a high level of sugar
(glucose) in the blood
“XDC” a targeted drug therapy, similar to an antibody-drug conjugate
(ADC), consisting of a targeting moiety (X), a cytotoxic payload
(D), and a chemical linker
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We have included in this prospectus forward-looking statements. Statements that are not
historical facts, including statements about our intentions, beliefs, expectations or predictions for
the future, are forward-looking statements.
This prospectus contains certain forward-looking statements and information relating to our
Company and our subsidiaries that are based on the beliefs of our management as well as assumptions
made by and information currently available to our management. When used in this prospectus, the words
“aim,” “anticipate,” “believe,” “could,” “expect,” “going forward,” “intend,” “may,” “ought to,” “plan,”
“project,” “seek,” “should,” “will,” “would” and the negative of these words and other similar expressions,
as they relate to our Group or our management, are intended to identify forward-looking statements. 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. You are strongly cautioned that reliance on any forward-looking statements involves known
and unknown risks and uncertainties. The risks and uncertainties facing our company which could affect
the accuracy of forward-looking statements include, but are not limited to, the following:
 the timing of initiation and completion, and the progress of our research and development
programs and clinical trials;
 the timing and likelihood of regulatory filings and approvals, and pricing of our product
candidates;
 the commercialization of our product candidates;
 the market opportunities and competitive landscape of our product candidates;
 estimates of our costs, expenses, future revenues, capital expenditures and our needs for
additional financing;
 our ability to attract and retain senior management and key employees;
 future developments, trends, conditions and competitive landscape in the industry and markets
in which we operate; and
 our strategies, plans, objectives and goals and our ability to successfully implement these
strategies, plans, objectives and goals.
Subject to the requirements of applicable laws, rules and regulations, we do not have any and
undertake no obligation to update or otherwise revise the forward-looking statements in this prospectus,
whether as a result of new information, future events or otherwise. As a result of these and other 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 information. All forward-looking statements in this prospectus are qualified by reference
to the cautionary statements in this section.
In this prospectus, statements of or references to our intentions or those of our Directors are made
as of the date of this prospectus. Any such information may change in light of future developments.
FORW ARD-LOOKING STATEMENTS
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An investment in our H Shares involves significant risks. Y ou should carefully consider all
of the information in this Prospectus, including the risks and uncertainties described below, as
well as our financial statements and the related notes, and the “Financial Information” section,
before making an investment in our H Shares. Particularly, we are a biotechnology company
seeking to list on the Main Board of the Stock Exchange under Chapter 18A of the Listing Rules.
Our business, financial condition and results of operations and growth prospects could be
materially and adversely affected by any of these risks and uncertainties. The trading price of our
H Shares could decline due to any of these risks, and you may lose all or part of your investment.
Additional risks and uncertainties not presently known to us, or not expressed or implied below,
or that we deem immaterial, could also harm our business, financial condition and results of
operations.
RISKS RELATING TO THE RESEARCH AND DEVELOPMENT OF OUR DRUG CANDIDATES
Our business and financial prospects depend substantially on the success of our drug candidates. If
we are unable to successfully complete their clinical development, obtain their regulatory approvals
and achieve their commercialization, or if we experience significant delays in doing any of the
foregoing, our business will be materially harmed.
Our revenue and profitability are substantially dependent on our ability to complete the development
of our drug candidates, obtain requisite regulatory approvals and successfully manufacture and
commercialize our drug candidates. As of the Latest Practicable Date, none of our drug candidates has
been approved for marketing. We have invested a significant portion of our efforts and capital resources
in the development of our drug candidates, and we expect to incur substantial and increasing expenditures
for the development and commercialization of our drug candidates in the future.
We cannot guarantee that we will be able to obtain regulatory approvals for our drug candidates in
a timely manner, or at all. The success of our drug candidates will depend on several factors, including
but not limited to: (i) completion of preclinical studies as well as completion of clinical trials, including
successful enrollment of patients; (ii) favorable safety and efficacy data from our clinical trials and other
studies; (iii) obtaining sufficient supplies of any drug products that are used in combination with our drug
candidates or comparison drugs that may be necessary for use in clinical trials for evaluation of our drug
candidates; (iv) establishing or obtaining sufficient commercial manufacturing capabilities; (v) the
capabilities and competence of our collaboration partners and the success of clinical trials conducted by,
or jointly with, our collaboration partners; (vi) the performance by CROs or other third parties we may
retain to conduct clinical trials and preclinical studies of their duties to us in a manner that complies with
our protocols and applicable laws without damaging or compromising the integrity of the resulting data;
and (vii) obtaining, maintaining, and enforcing patent, trademark, trade secret, and other intellectual
property protection and regulatory exclusivity for our drug candidates.
If we do not achieve one or more of these in a timely manner or at all, we could experience
significant delays or difficulties in obtaining approvals for and commercializing our drug candidates,
which would materially harm our business and may prevent us from generating sufficient revenue and cash
flows to continue our operations.
We may not be able to identify, discover or develop new drug candidates, or to identify or develop
new indications for our drug candidates, to expand or maintain our product pipeline.
Although we expect to focus a substantial amount of our efforts on the continued clinical trials,
potential approval, and commercialization of our existing drug candidates, the success of our business
depends in part upon our ability to identify, discover, develop or commercialize additional drug
candidates, or to identify or develop new indications for our drug candidates. Some drug candidates are
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technically challenging to develop and manufacture. We may consider pursuing collaboration with third
parties in the discovery and development of potential drug candidates, but we cannot assure you that such
collaboration will be able to deliver the intended results.
Research programs to identify new drug candidates and to develop our drug candidates for additional
indications require substantial technical, financial and human resources. Our research programs may
initially show promising results in identifying potential indications and/or drug candidates, yet fail to yield
results for clinical development. Accordingly, there can be no assurance that we will be able to identify
new drug candidates or develop new indications for our drug candidates or develop suitable potential drug
candidates. We may invest efforts and resources in potential drug candidates or indication expansions that
ultimately prove to be unsuccessful. Any of the foregoing events will have a material adverse effect on our
business, results of operations and prospects.
We invest substantial resources in research and development in order to develop, enhance or adapt
to new technologies and methodologies, which may not be successful attempts.
The global pharmaceutical industry is constantly evolving and in order to maintain our competitive
position, we need to keep up with new technologies and methodologies. For example, we have made
significant efforts to develop our technology platforms, which allow us to continuously develop a strong
pipeline of drug candidates. We must continue to allocate significant human and capital resources to
develop or acquire technologies that will enable us to improve the breadth and caliber of our drug pipeline.
We intend to continue to enhance our technical capabilities in drug discovery, development and
manufacturing, which are capital-and-time-intensive. We cannot assure you that we will be able to
develop, enhance or adapt to new technologies and methodologies or successfully identify new
technological opportunities. Any failure to do so may render our previous efforts obsolete, which could
significantly reduce the competitiveness of our technology platforms and drug candidates, and harm our
business and prospects.
We face intense competition and our competitors may discover, develop or commercialize competing
drugs faster or more successfully than we do, which may adversely affect our ability to successfully
commercialize our drug candidates. If we fail to effectively compete with our competitors, our
competitive position in our target markets may be undermined, our drug candidates, if and when
approved, may fail to be commercially successful and our business, financial condition, results of
operations and prospects could suffer.
The pharmaceutical industry is subject to fierce competition and rapid and significant technological
advancements. We face competition with respect to our current drug candidates from existing products and
product candidates under development in the market of autoimmune, metabolic and oncology diseases,
including products developed by large and established pharmaceutical companies with substantially
greater resources, more extensive development and commercialization capabilities, and more established
market presence than ours. We will also face competition with respect to any drug candidates that we may
seek to develop or commercialize in the future.
HJ787, our topical TYK2 inhibitor candidate, will compete with a range of approved therapies for
AD, A V and ND in China, including JAK inhibitors, PDE-4 inhibitors and corticosteroids, several of which
are included in the NRDL and are already widely adopted in clinical practice. Major pharmaceutical
companies have established strong market positions with their products for dermatological indications.
These companies possess extensive commercial infrastructure, established relationships with
dermatologists and healthcare providers, and significant marketing resources that may provide competitive
advantages in physician and patient adoption. As of the Latest Practicable Date, 13 TYK2-targeted drug
candidates registered with the CDE were in Phase II or Phase III clinical development in China, and a
number of additional TYK2 and JAK inhibitor candidates at various stages of development may further
compete with HJ787 upon approval. Major pharmaceutical companies have established treatment patterns,
physician familiarity, and reimbursement coverage that may present barriers to market entry for new
entrants.
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The GLP-1 related therapies market for type 2 diabetes and obesity in China is rapidly evolving and
dominated by large multinational pharmaceutical companies. As of the Latest Practicable Date, 14 GLP-1
related therapies had been approved in China for the treatment of type 2 diabetes, comprising one oral
formulation and 13 injectable formulations, and five oral GLP-1 related therapies candidates were in Phase
II or later clinical development in China. The emergence of oral GLP-1 related therapies, which offer the
pharmacological benefits of injectable formulations—including glucose-dependent insulin secretion,
glucagon suppression and increased satiety—in a more convenient dosage form, is intensifying
competition in the oral segment in which our candidate is positioned. While market growth from 2024 to
2032 is expected to be driven by increasing diagnosis rates, higher treatment rates and rising GLP-1
related therapies penetration, these same dynamics will continue to attract further competitive entry from
both established pharmaceutical companies and emerging biotechnology companies. Additionally, HJ178
will face competition from other oral anti-diabetic drug classes including SGLT-2 inhibitors, and DPP-4
inhibitors many of which are marketed by major pharmaceutical companies, have established efficacy and
safety profiles, are included in treatment guidelines, and benefit from NRDL inclusion and favorable
reimbursement status. Even if HJ178 demonstrates differentiated clinical benefits, physician prescribing
habits, existing treatment algorithms, and reimbursement considerations may favor established therapies.
HJ891, our KRAS
G12C inhibitor candidate, faces competition from both approved therapies and a
significant number of clinical-stage programs. As of the Latest Practicable Date, 6 drugs for KRAS G12C-
mutated NSCLC had been approved globally, and a total of 9 KRAS G12C-targeted drug candidates were
registered with the CDE and in Phase II or later clinical development in China.
HJ891 also faces emerging competition from pan-RAS inhibitors being developed by major global
pharmaceutical and biotechnology companies, which are designed to target a broader range of RAS
mutations than KRAS
G12C-selective inhibitors. For example, daraxonrasib, a pan-RAS inhibitor developed
by Revolution Medicines, has reported preliminary clinical activity and has received certain expedited
regulatory designations. The continued development of pan-RAS inhibitors may further intensify
competition in the RAS-targeted therapy landscape and could influence future treatment paradigms for
patients with RAS-mutated cancers, including NSCLC.
Even if successfully developed and subsequently approved by the NMPA, the FDA or other
comparable regulatory authorities, our drug candidates may still face competition in various aspects,
including safety and efficacy, the timing and scope of regulatory approvals, the availability and cost of
supply, sales and marketing capabilities, price and patent status. Our competitors may have substantially
greater financial, technical and human resources and expertise in research and development,
manufacturing, preclinical studies, conducting clinical trials, obtaining regulatory approvals and
marketing approved drugs than we do. Smaller or early-stage companies may also prove to be significant
competitors, particularly through collaborative arrangements with large, established companies.
Additional mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even
more resources being concentrated in our competitors. These third parties compete with us in recruiting
and retaining qualified scientific and management personnel, engaging clinical trial sites and patient
recruitment for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our
research programs. Our competitors may succeed in developing competing drugs and obtaining regulatory
approvals before us or achieve better acceptance in the markets.
Competition may increase further as a result of advances in the commercial applicability of
technologies and greater availability of capital for investment in these industries. Our competitors may
succeed in developing, acquiring, or licensing products that are more effective or less costly than our drug
candidates or any future drug product that we may develop, or achieve earlier patent protection, regulatory
approvals, product commercialization, and market penetration than we do. Our competitors also may
obtain approval from the NMPA, the FDA or other regulatory authorities for their drugs more rapidly than
we may obtain approval for ours, which could result in our competitors establishing a strong market
position before we are able to enter the market. They may cause us to experience delay in obtaining
regulatory approval for our drug candidates or render our drug candidates obsolete or non-competitive
before we can recover the expenses of developing and commercializing any of our drug candidates.
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Prioritization of certain programs may delay others and adversely affect our competitive position.
We are developing a number of drug candidates across multiple therapeutic indications. We may
prioritize certain drugs and indications over others, which can delay the initiation or progression of some
clinical programs. We are developing drug candidates across multiple therapeutic indications, including
HJ787, HJ178, and HJ891. Given our limited R&D resources and budget, we must prioritize certain drug
candidates and indications over others, which may delay lower-priority clinical programs. Our focus on
multiple indications with constrained resources may result in slower clinical and commercialization
progress compared to competitors with greater resources, limit our ability to advance multiple programs
simultaneously, and reduce our ability to compete effectively. Such prioritization may slow our clinical
progress relative to competitors, reduce the likelihood of securing first-mover advantages, and make it
more difficult to attract collaboration partners. If we are unable to advance our pipeline in a timely manner
due to resource constraints or prioritization decisions, our business, financial condition and prospects
could be materially and adversely affected.
Clinical drug development involves a lengthy and expensive process with uncertain outcomes, and
we may encounter unexpected difficulties executing our clinical trials and commercializing our drug
candidates on a timely basis.
As of the Latest Practicable Date, five of our drug candidates were under preclinical stage. See
“Business—Our Drug Candidates” in this prospectus for details. Commencement of a clinical trial is
subject to finalizing trial design based on ongoing discussions with the NMPA, the FDA or other
regulatory authorities. We cannot assure you as to when the clinical trials for our drug candidate in
discovery and preclinical stages will begin, if at all.
As of the Latest Practicable Date, our Core Products and key drug candidate were under clinical
trials in China. The successful completion of clinical trials is an essential requirement to obtain NDA or
similar approvals from the NMPA, the FDA, or other comparable regulatory authorities for each of our
drug candidates and, ultimately, the commercialization of our drug candidates. Clinical trials, however,
come with an expense, are challenging to plan and carry out, and can take years to finish with no guarantee
of success. Failure can occur at any time or stage during the clinical development process, which would
result in a material and adverse effect on our business, financial condition and results of operations.
We may experience numerous unexpected events during, or as a result of, clinical trials that could
delay or prevent our ability to receive regulatory approvals for the development and commercialization of
our drug candidates, including but not limited to situations whereby regulators may not authorize us to
commence a clinical trial or conduct a clinical trial at a prospective trial site. If we are required to conduct
additional clinical trials or other testing of our drug candidates beyond those that we currently
contemplate, if we are unable to successfully complete clinical trials of our drug candidates or other
testing, if the results of these trials or tests are not positive or are only modestly positive or if they raise
safety concerns, we may experience a delay in obtaining regulatory approval for our drug candidates or
not obtain regulatory approval at all, among other things.
Delays in clinical trials or obtaining regulatory approvals may result in increases in our drug
development costs. We cannot assure you whether any clinical trials will begin as planned, will need to
be restructured or will be completed on schedule, or at all. Significant delays in clinical trials could also
shorten any periods during which we have the right to commercialize our drug candidates or allow our
competitors to bring drugs to market before we do, which could impair our ability to commercialize our
drug candidates and may have an adverse effect on our business and results of operations.
If we encounter difficulties in enrolling patients in our clinical trials, our clinical development
activities could be delayed or otherwise adversely affected.
The timely completion of clinical trials in accordance with their protocols depends, among other
things, on our ability to enroll a sufficient number of patients in the clinical trials. We may fail or
experience significant delays in initiating or continuing clinical trials for our drug candidates if we are
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unable to locate and enroll a sufficient number of eligible patients to participate in these trials as required
by the NMPA, the FDA, or similar regulatory authorities. Even if we are able to enroll a sufficient number
of patients in our clinical trials, delays in patient enrollment may result in increased costs or may affect
the timing or outcome of the planned clinical trials.
Patient enrollment for our clinical trials may be affected by many factors. For example, some of our
competitors have ongoing clinical trials for drug candidates that treat the same indications as our drug
candidates, and patients who would otherwise be eligible for our clinical trials may instead enroll in the
clinical trials of our competitors’ drug candidates. Other factors include epidemics or other events beyond
our control. Failure to enroll a sufficient number of patients in our clinical trials in a timely manner could
prevent completion of our trials and adversely affect our ability to advance the development of our drug
candidates.
AEs or undesirable side effects caused by our drug candidates could interrupt, delay or halt clinical
trials, delay or prevent regulatory approval, limit the commercial profile of an approved drug, or
result in other significant negative consequences.
AEs and undesirable side effects caused by our drug candidates could cause us or regulatory
authorities to interrupt, delay or halt clinical trials and may result in a narrowed scope of indications or
a more restrictive label for our drug candidates, a delay or denial of regulatory approval by the NMPA,
the FDA or other comparable regulatory authorities, or a significant change in our clinical protocol or even
our development plan. In such an event, such trials could be suspended or terminated, and the NMPA, the
FDA, or other comparable regulatory authorities could order us or our collaboration partner, as applicable,
to cease further development of, or deny approval of, our drug candidates for any or all targeted
indications. AEs related to our drug candidates may also affect patient enrollment or the ability of enrolled
patients to complete the trial, and could result in potential liability claims. Any of these occurrences may
significantly harm our reputation, business, financial condition and prospects.
Additionally, any AEs or undesirable side effects caused by our drug candidates after they receive
regulatory approval may lead to potentially significant negative consequences. Further, combination
therapy using our drug candidates with third-party agents may involve AEs, which in some cases could be
exacerbated compared with AEs from monotherapies. Any of these events could prevent us or our
collaboration partner, as applicable, from achieving or maintaining market acceptance of any particular
drug candidate that is approved and could significantly harm our business, financial condition, results of
operations and prospects.
Results of early clinical trials may not be predictive of future trial results.
The results of preclinical studies and early clinical trials and non-head-to-head analyzes may not be
predictive of the success of later phase clinical trials, and favorable initial or interim results of a clinical
trial do not necessarily predict successful final results. Drug candidates in later stages of clinical trials may
fail to show the desired safety and efficacy profiles. A number of companies in the pharmaceutical and
biopharmaceutical industries have suffered significant setbacks in advanced clinical trials due to lack of
efficacy or adverse safety profiles, notwithstanding promising results in earlier trials. As drug candidates
are developed through preclinical to early- to late-stage clinical trials towards approval and
commercialization, it is customary that various aspects of the development programs, such as
manufacturing and formulation, are altered along the way in an effort to optimize processes and results.
Such changes carry the inherent risks that they may not necessarily achieve the intended objectives.
In some instances, there can be significant variability in safety and/or efficacy results among
different trials of the same drug candidate due to numerous factors, including, but not limited to, changes
in trial procedures set forth in protocols, differences in the size and type of the patient populations,
including ethnic and genetic differences, patient adherence to the dosing regimen and other trial protocol
elements, the rate of dropout among clinical trial participants, and other compounding factors, such as
other medications or pre-existing medical conditions. In the case of any trials we conduct, results may
differ from earlier trials due to, among other things, the larger number of clinical trial sites, additional
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countries and languages involved in such trials, the different conductors of the trials, different clinical trial
standards required in different jurisdictions, different patient populations, and different standards of care
and pretreatment of patients before enrolling in such trials. Any of these changes could make the results
of planned clinical trials or other future clinical trials we may initiate less predictable and could cause our
drug candidates to perform differently, which could delay completion of clinical trials, delay approval of
our drug candidates and/or jeopardize our ability to commence commercialization of our drug candidates.
Furthermore, there can be no assurance that non-head-to-head analyzes (e.g., comparisons with competing
drugs based on their publicly available study and trial data) will be predictive of future clinical results.
We may allocate our limited resources to pursuing particular drug candidates or indications and fail
to capitalize on other drug candidates or indications that may later prove to be more profitable, or
for which there is a greater likelihood of success.
As we have limited financial and managerial resources, we focus our product pipeline on research
programs and drug candidates that we identify for specific indications. We cannot exclude the possibility
that our spending on current and future research and development programs and drug candidates for
specific indications may not yield any commercially viable products. We may also deprioritize our pursuit
of opportunities with other drug candidates or for other indications, which might later be proven to have
greater commercial potential or a greater likelihood of success.
If we do not accurately evaluate the commercial potential or target market for a particular drug
candidate, we may relinquish valuable rights to that drug candidate through collaboration, licensing or
other royalty arrangements in cases in which it would have been more advantageous for us to retain
development and commercialization rights to such drug candidate, or we may allocate internal resources
to a drug candidate in a therapeutic area in which it would have been more advantageous to enter into a
partnering arrangement. Our business expansion and financial position may be adversely impacted in that
case.
We may be unable to successfully develop or market our drug candidates or may experience
significant regulatory delays, if safety, efficacy or other issues arise from any pharmaceutical
product or medical treatment used, or intended to be used, in combination with our drug candidates.
We plan to develop certain of our drug candidates for combination therapies. For example, we are
exploring HJ891 in combination with PD-1 for the treatment of KRAS
G12C-mutated non-squamous
NSCLC. If any of the NMPA, the FDA or other comparable regulatory authorities revokes its approvals
of the pharmaceutical products or medical treatments we intend to use in combination with our drug
candidates, we may not be able to develop or market our drug candidates as a combination therapy as
planned. In addition, if safety or efficacy issues arise with these pharmaceutical products or medical
treatments that we seek to combine with our drug candidates, we may also experience significant
regulatory delays, and be required to re-design or terminate the relevant clinical trials. Moreover, if
manufacturing or other issues result in a supply shortage of any component in the combination therapies
we are developing, we may not be able to complete clinical development of our drug candidates under our
target timetable or within our current budget, or at all.
The current IND approval for HJ891 as a combination therapy covers only toripalimab developed by
Junshi. Accordingly, the use of any other approved PD-1 inhibitor in combination with HJ891, whether
during clinical development or following commercialization, would require prior approval from the CDE.
If we are required or elect to substitute toripalimab with an alternative PD-1 inhibitor — whether due to
supply constraints, commercial considerations, or changes in the competitive or regulatory landscape —
we would need to obtain separate CDE approval before proceeding, which could result in material delays
to our clinical development timeline. Furthermore, different PD-1 inhibitors may have distinct
pharmacological profiles, safety characteristics and immunogenic properties. There can be no assurance
that HJ891 will demonstrate a comparable safety or efficacy profile when used in combination with a PD-1
inhibitor other than toripalimab. Any change in the combination partner could necessitate additional
preclinical or clinical studies to establish the safety and efficacy of the new combination regimen, further
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extending the development timeline and increasing costs. If the combination of HJ891 with an alternative
PD-1 inhibitor fails to demonstrate an acceptable safety profile or sufficient efficacy, our ability to
advance HJ891 through clinical development and obtain regulatory approval may be materially and
adversely affected.
The data and information that we gather in our research and development process could be
inaccurate or incomplete, which could harm our business, reputation, financial condition and results
of operations.
We collect, aggregate, process, and analyze data and information from our preclinical studies and
clinical trials. We also engage in substantial information gathering following the identification of a
promising drug candidate. Because data in the healthcare industry is fragmented in origin, inconsistent in
format, and often incomplete, the overall quality of data collected or accessed in the healthcare industry
is often subject to challenge, the degree or amount of data which is knowingly or unknowingly absent or
omitted can be material, and data issues and errors are often discovered. If we make mistakes in the
capture, input, or analysis of these data, our ability to advance the development of our drug candidates may
be materially harmed and our business, prospects and reputation may suffer.
In the process of our application for regulatory approvals necessary for the development and
commercialization of our drug candidates, we also manage and submit data to governmental authorities.
These processes and submissions are governed by complex data processing and validation policies and
regulations. Notwithstanding such policies and regulations, interim, top-line or preliminary data from our
clinical trials that we announce or publish from time to time may change as more patient data become
available and are subject to audit and verification procedures that could result in material changes in the
final data, in which case we may be exposed to liability to a patient, court or government agency that
concludes that our storage, handling, submission, delivery, or display of health information or other data
was wrongful or erroneous. The insurance coverage for clinical trials may prove to be inadequate or could
cease to be available to us on acceptable terms, or at all. Even unsuccessful claims could result in
substantial costs and diversion of management time, attention, and resources. A claim brought against us
that is uninsured or under-insured could harm our business, financial condition and results of operations.
In addition, we engage CROs and other third parties in our clinical trials. If any of our CROs or other
third parties do not perform to our standards in terms of data accuracy or completeness, such data may be
compromised as a result, and our engagement of these parties does not relieve us of our regulatory
responsibilities.
In conducting drug discovery, development and commercialization, we face potential liabilities, in
particular, product liability claims or lawsuits that could cause us to incur substantial liabilities.
We face an inherent risk of product liability as a result of the clinical trials and any future
commercialization of our drug candidates inside and outside China. Any such product liability claims may
include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in
the drug, negligence, strict liability or a breach of warranties. Claims could also be asserted under
applicable consumer protection laws.
Liability claims may result in decreased demand for our drug candidates, injury to our reputation,
withdrawal of clinical trial participants and inability to continue clinical trials, initiation of investigations
by regulators, costs to defend the related litigation, a diversion of management’s time and our resources,
substantial monetary awards to trial participants or patients, product recalls, withdrawals, or labeling,
marketing or promotional restrictions, loss of revenue, exhaustion of any available insurance and our
capital resources, the inability to commercialize any approved drug candidate, and a decline in the market
price of our H Shares.
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To cover such liability claims arising from clinical studies, we purchase clinical trial insurance to
cover AEs in our clinical trials. It is possible that our liabilities could exceed our insurance coverage or
that our insurance will not cover all situations in which a claim against us could be made. We may not be
able to maintain insurance coverage at a reasonable cost or obtain insurance coverage that will be adequate
to satisfy any liability that may arise. If a successful product liability claim or series of claims is brought
against us for uninsured liabilities or in excess of insured liabilities, our assets may not be sufficient to
cover such claims and our business operations could be impaired. Should any of these events occur, it
could have a material adverse effect on our business, financial condition and results of operations.
RISKS RELATING TO MANUFACTURING OF OUR DRUG CANDIDATES
We have no experience in manufacturing pharmaceutical products, and our business could be
materially and adversely affected if we encounter problems in manufacturing our future drug
products.
We have no experience in manufacturing pharmaceutical products, which is a complex process
requiring significant expertise and capital investment, in part due to strict regulatory requirements. If
problems arise during the production process of certain future products, a batch or several related batches
of such product may have to be discarded and cause production delays, cost increases, lost revenue,
damage to customer relationships, time and expense spent investigating the cause and, depending on the
cause, similar losses with respect to other batches or products. If problems are not discovered before the
products are released to the market, recall and product liability costs may also be incurred.
In addition, the quality of our drugs manufactured by us for commercial use in the future depends
significantly on the effectiveness of our quality control and quality assurance, which in turn depends on
factors such as the production processes used in our manufacturing facility, the quality and reliability of
equipment used, the quality of the operating staff and related training programs and our ability to ensure
that our staff adhere to our quality control and quality assurance procedures. We cannot assure you that
our quality control and quality assurance procedures will be effective in consistently preventing and
resolving deviations from our quality standards or that our standard operating procedures will be complete
or updated at all times. Any significant failure or deterioration of our quality control and quality assurance
procedures could render our products unsuitable for use, or not in compliance with the relevant
requirements of the cGMP and/or harm our market reputation and relationships with business partners.
Any such developments may have a material adverse effect on our business, financial condition and results
of operations.
We collaborate with third parties to manufacture our clinical drug supplies, and expect to continue
doing so in the foreseeable future. Our business could be harmed if those third parties fail to provide
us with sufficient quantities of product or fail to do so at acceptable quality levels or prices.
We currently collaborate with CDMOs for the manufacturing of our drug candidates. We expect
collaboration with CDMOs to remain an important part of our production plan to support the ongoing
preclinical and clinical development of our drug candidates. Our anticipated reliance on a limited number
of third-party manufacturing partners may expose us to risks. For example, we may be unable to identify
manufacturers on acceptable terms or at all because the number of potential manufacturers is limited and
applicable health authorities must approve any manufacturers. This approval would require new testing
and good manufacturing practices compliance inspections by health authorities. In addition, a new
manufacturer would have to be educated in, or develop substantially equivalent processes for, production
of the materials used in the manufacturing of our products.
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RISKS RELATING TO COMMERCIALIZATION OF OUR DRUG CANDIDATES
We have no experience in the commercialization of drugs. If we are unable to build, manage, expand
and optimize an effective sales and distribution network for our drug candidates, either by ourselves
or through third parties, we may not be able to successfully create or increase market awareness of
our products or sell our products, which will materially affect our ability to generate product sales
revenue.
Our operations to date have been largely focused on developing our drug candidates, primarily
undertaking preclinical studies and conducting clinical trials. We have not yet demonstrated that we have
the ability to launch and commercialize any of our drug candidates. Our ability to successfully
commercialize our drug candidates may involve more inherent risk, take longer, and cost more than it
would if we were a company with experience in launching and marketing drug candidates. We will have
to compete with many companies that currently have commercialization teams and extensive sales and
marketing operations. With limited experience in sales and marketing, we may be unable to compete
successfully against these more established companies. In the long term, if we intend to distribute our
products worldwide, we would need to develop and expand our in-house marketing organization and sales
force, which will require significant expenditures, management resources and time. We will have to
compete with other pharmaceutical companies to recruit, hire, train and retain marketing and sales
personnel.
We may also consider working with external partners to leverage their sales and marketing expertise
and well-established networks and resources. However, there can be no assurance that we will be able to
establish or maintain such collaborative arrangements, or if we are able to do so, that they will have
effective sales forces. Any revenue we receive will depend upon the efforts of such third parties. We would
have little or no control over the marketing and sales efforts of such third parties, and our revenue from
product sales may be lower than if we had commercialized our drug candidates ourselves. We will also
face competition in our search for third parties to assist us with the sales and marketing efforts for our drug
candidates. There can be no assurance that we will be able to successfully develop and maintain in-house
sales and commercial distribution capabilities or establish or maintain relationships with third-party
collaboration partners to successfully commercialize any product, and as a result, our ability to generate
product sales revenue may be negatively affected.
The size of the potential market for our current or future drug candidates is difficult to estimate and,
if any of our assumptions are inaccurate, the actual markets for our current or future drug
candidates may be smaller than our estimates.
Our projections of the number of patients who have the potential to benefit from treatment with our
drug candidates are based on our beliefs and estimates. These estimates have been derived from a variety
of sources, including scientific literature, surveys of clinics, patient foundations, and market research and
may prove to be incorrect. Further, new studies may change the estimated incidence or prevalence of these
diseases. The number of patients may turn out to be fewer than expected. As a result, the potentially
addressable patient population and market size for our drug candidates may be smaller than our estimates.
Furthermore, there is no guarantee that any of our drug candidates, even if approved, would be
approved for the line of therapy or the scope of indications we are aiming for. For example, cancer
therapies may be characterized as first-line, second-line or later-line therapy depending on options for
treatment and prior treatments received. For indications with well-established standard of care therapies,
the NMPA, the FDA and other comparable regulatory authorities may approve new therapies initially only
for later-lines of therapy. While we may seek approval for our drug candidates as an early-line therapy for
certain indications, there is no guarantee that they will be approved as such. As a result, even if we obtain
market approval for our drug candidates, we may not achieve the anticipated market size and revenue
unless such market approval is for the intended lines of therapy or for additional indications.
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Our drug candidates, once approved, may fail to achieve the degree of market acceptance by
physicians, patients, third-party payers and others in the medical community that would be
necessary for our drug candidates’ commercial success.
Our future approved drug candidates may fail to gain sufficient market acceptance by physicians,
patients, third-party payers and others in the medical community. For example, current treatments for
cancers are well established in the medical community, and doctors may continue to rely on these
treatments to the exclusion of our drug candidates that are in clinical trials for the same or similar
indications. In addition, physicians, patients and third-party payers may prefer other novel products to
ours. The degree of market acceptance of our drug candidates, if approved for commercial sale, will
depend on a number of factors, including: the clinical indications for which our drug candidates are
approved; and physicians, hospitals and patients’ perception of our drug candidates as a safe and effective
treatment.
If any approved drug candidates that we commercialize fail to achieve market acceptance in the
medical community, we will not be able to generate significant revenue. Even if our future approved drug
candidates achieve market acceptance, we may not be able to maintain that market acceptance over time
if new products or technologies are introduced that are more favorably received or more cost-effective.
Our failure to achieve or maintain market acceptance for our future approved drug candidates would
materially adversely affect our business, financial condition, results of operations and prospects.
Guidelines, recommendations and studies published by various organizations could disfavor our
drug candidates.
Government agencies, professional societies, practice management groups, private health and
science foundations, and organizations focused on various diseases may publish guidelines,
recommendations or studies that affect our or our competitors’ drugs and drug candidates. Any such
guidelines, recommendations or studies that reflect negatively on our drug candidates, either directly or
relative to our competitive drug candidates, could result in current or potential decreased use, sales of, and
revenue from one or more of our drug candidates. Furthermore, our success depends in part on our and
our commercialization partners’ ability to educate healthcare providers and patients about our drug
candidates, and these education efforts could be rendered ineffective by, among other things, third-party
guidelines, recommendations or studies.
Our drug candidates may not be covered by insurance or reimbursement programs or may become
subject to unfavorable insurance policies or reimbursement practices, either of which could harm
our business, and we may be subject to unfavorable pricing regulations, which could make it difficult
for us to sell our drugs profitably.
The regulations that govern regulatory approvals, pricing and reimbursement for new therapeutic
products vary widely from jurisdiction to jurisdiction. We intend to seek approval to market our drug
candidates in China and certain of them in the United States. We may consider seeking approvals in other
jurisdictions in the future. In China and some markets outside China, the pricing of drugs is subject to
governmental oversight and regulation, which can take considerable time even after obtaining regulatory
approval. Thus, our ability to commercialize any approved drug candidates successfully will depend in
part on the extent to which reimbursement for these drugs and related treatments will be available from
government health administration authorities, private health insurers and other organizations.
There may be significant delays in obtaining reimbursement for approved drug candidates, and
reimbursement coverage may be more limited than the approved indications of the drug candidates by the
NMPA, the FDA or other comparable regulatory authorities. Moreover, eligibility for reimbursement does
not imply that any drug will be paid for in all cases or at a rate that covers our costs, including research,
development, manufacture, sale and distribution. Interim payments for new drugs, if applicable, may also
not be sufficient to cover our costs and may not be made permanent. Payment rates may vary according
to the use of the drug and the clinical setting in which it is used, may be based on payments allowed for
lower cost drugs that are already reimbursed, and may be incorporated into existing payments for other
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services. Net prices for drugs may be reduced by mandatory discounts or rebates required by government
healthcare programs or private payers. Our inability to promptly obtain reimbursement coverage at
profitable payment rates from both government-funded and private payers for any future approved drug
candidates and any new drugs that we develop could have a material adverse effect on our business, our
operating results, and our overall financial condition.
RISKS RELATING TO OUR INTELLECTUAL PROPERTY RIGHTS
If we are unable to obtain and maintain patent protection for our drug candidates, third parties
could develop and commercialize products and technologies similar or identical to ours and compete
directly against us, and the commercial prospects of our drug candidates would be materially and
adversely affected.
We view the proprietary protection of our drugs as integral to our entire operation. We seek to protect
the drug candidates and technologies that we consider commercially important by filing patent
applications in China and other countries, relying on trade secrets or pharmaceutical regulatory protection
or employing a combination of these methods. Any failure by us to obtain or maintain patent protection
with respect to our drug candidates and technologies could materially adversely affect our business,
financial condition, results of operations and prospects.
Patents may be invalidated and patent applications may not be granted for a number of reasons,
including known or unknown prior art, deficiencies in the patent application or the lack of novelty of the
underlying invention or technology. In such cases, it is possible that our patent applications will be
rejected. It is also possible that we will fail to identify patentable aspects of our research and development
output in time to obtain patent protection. Parties who have access to confidential or patentable aspects
of our research and development output, such as our employees, corporate collaborators, outside scientific
collaborators, consultants, advisors and other third parties, may breach non-disclosure and confidentiality
agreements and disclose such output before a patent application is filed, thereby jeopardizing our ability
to obtain patent protection.
In addition, publications of discoveries in the scientific literature often lag behind the actual
discoveries, and patent applications in certain jurisdictions are typically not published until 18 months
after filing, or in some cases, not at all. Therefore, we cannot be certain that we were the first to make
the inventions claimed in our patents or pending patent applications, or that we were the first to file for
patent protection of such inventions.
Furthermore, China and the United States have adopted the “first-to-file” system under which
whoever first files a patent application will be awarded the patent if all other patentability requirements
are met and no objection is raised by other parties. Under the first-to-file system, if third parties file first,
they may be granted a patent relating to a technology which we invented. In addition, under the PRC patent
law, any organization or individual that applies for a patent in a foreign country for an invention or utility
model accomplished in China is required to report to the CNIPA for confidential examination. Otherwise,
if an application is later filed in China, the patent right will not be granted.
Our drugs may become subject to intellectual property infringement or misappropriation claims or
other legal challenges and such litigation could be costly and time-consuming and could prevent or
delay us from developing or commercializing our drug candidates.
Our commercial prospect depends partly upon our ability to develop, manufacture, market and sell
our drug candidates without infringing, misappropriating or otherwise violating the intellectual property
rights of others. Many drug companies maintain worldwide patent portfolios. We cannot guarantee that our
drug candidates or any uses of our drug candidates do not and will not in the future infringe third-party
patents or other intellectual property rights. It is also possible that we failed to identify, or may in the
future fail to identify, relevant patents or patent applications held by third parties that cover our drug
candidates. Additionally, pending patent applications which have been published can, subject to certain
limitations, be later amended in a manner that could cover our drug candidates or their use.
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Third parties might allege that we are infringing their patent rights or that we have misappropriated
their trade secrets, or that we are otherwise violating their intellectual property rights, whether with
respect to the manner in which we have conducted our research, use or manufacture of the drugs we have
developed or are developing. Such third parties might resort to litigation against us. Any patent or
trademark infringement, trade secret misappropriation or other intellectual property claims or legal
proceedings brought against us could result in substantial costs and divert capital resources and
management attention, we may be unsuccessful in defending such claims or legal proceedings.
Even if we obtain patent protection for our drug candidates, the term of such protection, if any, is
limited, and third parties could develop and commercialize products and technologies similar or
identical to ours and compete directly against us after the expiration of our patent rights, if any, and
our ability to successfully commercialize any product or technology would be materially and
adversely affected.
Although various adjustments and extensions may be available, the term of a patent, and the
protection it affords, is limited. For example, the expiration of a patent is generally 20 years for invention
in the PRC and generally 20 years from the earliest date of filing of the first non-provisional patent
application to which the patent claims priority in the United States. generic or biosimilar medications may
obtain marketing approval following our patent expiration. The patents and pending patent applications,
if issued, for our drug candidates are expected to expire on various dates. For the expiration dates of our
issued patents for our drug candidates, see “Business—Intellectual Property” in this prospectus for details.
Upon the expiration of our issued patents or patents that may issue from our pending patent applications,
we will not be able to assert such patent rights against potential competitors and our business and results
of operations may be adversely affected.
Given the amount of time required for the development, testing and regulatory review of new drug
candidates, patents protecting such drug candidates might expire before or shortly after such drug
candidates are commercialized. As a result, our patents and patent applications may not provide us with
sufficient rights to exclude others from commercializing products similar or identical to ours, which could
have a material adverse effect on our competitive position, business, financial conditions, results of
operations and prospects.
Failure to protect our know-how, trade secrets and other confidential proprietary information may
adversely affect our competitiveness.
In addition to patents and pending patent applications, we rely on know-how, trade secrets and other
confidential proprietary information that cannot be patented to maintain our competitive position. To
protect such intellectual property, we generally enter into nondisclosure and confidentiality agreements
with employees, business partners, consultants, advisors and other third parties. Our standard employment
contract contains a confidentiality clause and an assignment clause, under which we own all the rights to
all inventions, technologies, know-how and trade secrets derived during the course of our employees’
work. We also enter into standard non-compete agreements with our key personnel. Additionally, we
require our collaborating research institutions or other individuals to sign contracts with provisions that
limit their ability to disclose certain data and other information obtained during the course of their
research. However, we cannot assure you that our employees or other third parties will not intentionally
or inadvertently make unauthorized disclosures or uses of our know-how, trade secrets and other
confidential proprietary information. We also cannot guarantee the physical and cyber security of our
information technology systems from data breaches and malicious attacks. Despite measures taken to
protect our intellectual property, unauthorized parties may attempt to or successfully gain access to, obtain
or use information that we regard as proprietary without our consent. Moreover, there may not be adequate
remedies readily available to mitigate their unauthorized use or disclosure of our confidential proprietary
information. We may hence be unable to sufficiently protect our trade secrets and proprietary information
and other parties may attempt to or successfully make use of our know-how, trade secrets and other
confidential proprietary information to produce drugs that erode our competitive position. Any
enforcement and/or remedial measures that we take may be expensive and time-consuming, and the
eventual outcomes may be unfavorable.
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We require our employees who may be involved in the development of intellectual property to
execute agreements assigning such intellectual property to us. However, we may be unsuccessful in
executing such an agreement with each party who in fact develops intellectual property that we regard as
our own. Furthermore, the assignment of intellectual property rights may not be self-executing, or the
assignment agreements may be breached, each of which may result in claims by or against us related to
the ownership of such intellectual property. If we fail in prosecuting or defending any such claims, in
addition to paying monetary damages, we may lose valuable intellectual property rights. Even if we are
successful in prosecuting or defending against such claims, litigation could result in substantial costs and
be a distraction to our management and scientific personnel. Any of the foregoing could materially
adversely affect our business, financial condition, results of operations, and prospects.
We may be subject to claims that our employees, consultants or advisors have wrongfully used or
disclosed alleged trade secrets of their former employers or claims asserting ownership of what we
regard as our own intellectual property.
Many of our employees, consultants, and advisors, including our senior management, were
previously employed at other pharmaceutical or biotech companies, including our competitors or potential
competitors. Some of these employees, consultants, and advisors executed proprietary rights, non-
disclosure, and non-competition agreements in connection with such previous employment. Although we
try to ensure that our employees do not use the proprietary information or know-how of others in their
work for us, we may be subject to claims that we or these employees have used or disclosed intellectual
property, including trade secrets or other proprietary information, of any such individual’s former
employer, or that third parties have an interest in our patents as an inventor or co-inventor. We are not
aware of any threatened or pending claims related to these matters or concerning the agreements with our
senior management, but such claims may arise in the future. If we fail in defending any such claims, in
addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even
if we are successful in defending against such claims, litigation could result in substantial costs and be a
distraction to management.
Failure to adequately protect our trade names, trademarks and other intellectual property may
affect our ability to build brand recognition.
Our trade names or trademarks may be challenged, infringed, circumvented, or declared generic or
infringing on other marks. We may not be able to protect our rights to these trade names and trademarks,
which we need to build brand recognition among potential partners or customers in our markets of interest.
As our products mature, our reliance on our trademarks to differentiate us from our competitors will
increase, and as a result, if we are unable to prevent third parties from adopting, registering or using
trademarks and trade dress that infringe, dilute or otherwise violate our trademark rights, or engaging in
conduct that constitutes unfair competition, defamation or other violation of our rights, our business could
be materially adversely affected.
Certain of our trademarks remain unregistered in Chinese Mainland, and our continued use of such
unregistered marks may expose us to potential infringement risks. As of the Latest Practicable Date, our
trademark registration applications in Chinese Mainland were accepted by the China National Intellectual
Property Administration, the word trademark “ ശ਄͊Ը” had received preliminary approval, with the
remaining trademark applications currently under examination. There is no assurance that our trademark
applications will ultimately be approved for registration. In the event that we do not obtain trademark
registration in respect of any of the relevant marks, although we may continue using such marks in
unregistered form under the PRC Trademark Law, we would not obtain exclusive trademark rights or the
corresponding exclusivity protection that would enable us to restrict third parties from using identical or
similar marks; and if a third party were to obtain registered trademark rights over the same or similar mark
prior to our registration, our continued use of the unregistered mark could potentially constitute
infringement of such third party’s registered trademark rights, in which case we may be required to cease
using the relevant mark, rebrand our corporate identity and products, and compensate the rights holder for
losses, any of which could have an adverse effect on our brand recognition.
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Additionally, there is no guarantee that we will always be able to successfully register our trade
names and trademarks. Failure to do so may prevent us from using our trade names and trademarks under
the protection of the relevant laws and regulations, and we risk being accused of infringing on other
intellectual property rights. In addition, at times, competitors may adopt trade names or trademarks similar
to our own and impede our ability to build brand recognition. Over the long term, failure to establish brand
recognition based on our trade names and trademarks may prevent us from competing effectively and
diminish our future prospects.
RISKS RELATING TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL CAPITAL
We are a clinical-stage biopharmaceutical company with a limited operating history, which may
make it difficult to evaluate our current business and predict our future performance.
We are a clinical-stage biopharmaceutical company with a limited operating history. Our operations
to date have focused on establishing our intellectual property portfolio, conducting drug discovery,
preclinical studies and clinical trials of our drug candidates, organizing and staffing our operations,
business planning and raising capital. We have not yet demonstrated an ability to successfully obtain
marketing approvals for, or commercialize, our drug candidates. To date, we have no products approved
for commercial sale and have not generated any revenue from product sales.
Our limited operating history, particularly in light of the rapidly evolving drug research and
development industry in which we operate and the changing regulatory and market environments we
encounter, may make it difficult to evaluate our prospects for future performance. Consequently, any
predictions about our future success or viability may not be as accurate as they could be if we had a longer
operating history. We will encounter risks and difficulties frequently experienced by early-stage
companies in rapidly evolving fields as we seek to transition to a company capable of supporting
commercial activities. If we do not address these risks and difficulties successfully, our business will
suffer.
We have incurred net losses since our inception and anticipate that we will continue to incur net
losses for the foreseeable future and may never achieve or maintain profitability.
Investment in the development of biopharmaceutical products is highly uncertain as it entails
substantial upfront expenditures and significant risks that a drug candidate may fail to demonstrate
efficacy and safety to gain regulatory or marketing approvals or become commercially viable. We have not
generated any revenue from commercial product sales to date, and we continue to incur significant
research and development costs and other expenses related to our ongoing operations. As a result, we have
incurred net losses in 2024 and 2025 of RMB202.3 million and RMB135.1 million, respectively.
Our net losses during the Track Record Period were primarily attributable to expenses incurred by
our research and development activities, including those in relation to our preclinical studies and clinical
trials, as well as fair value changes of financial instruments with preferred rights. In 2024 and 2025, our
expenses in relation to R&D activities were RMB75.0 million and RMB110.2 million, respectively. During
the same years, we recorded losses from changes in fair value of instruments with preferred rights of
RMB124.7 million and nil, respectively. See “Financial Information—Description of Selected
Components of the Consolidated Statements of Profit or Loss and Other Comprehensive Income” in this
prospectus for details. Our ability to generate revenue and achieve profitability depends significantly on
our success in advancing these drug candidates into later stages of clinical development, and obtaining
regulatory approvals for each drug candidate, which we may not be able to do in a timely manner or at
all. We expect to continue to incur net losses in the foreseeable future, and that these net losses may
increase as we carry out certain activities relating to our development, including, but not limited to
ongoing and planned research and development and further expansion of our product pipeline.
The size of our future net losses will depend, among other factors, on the rate of the future growth
of our expenses, our ability to generate revenues and the timing and amount of milestone payments and
other payments that we receive from or pay to third parties. If any of our drug candidates fail during
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clinical trials or does not gain regulatory approval, or, even if approved, fails to achieve market
acceptance, our business may not become profitable. Even if we achieve profitability in the future, we may
not be able to sustain profitability in subsequent periods thereafter. Our prior losses and expected future
losses have had, and will continue to have, an adverse effect on our business, financial condition and
results of operations.
We may need to obtain substantial additional financing to fund our operations and expansion, and
if we fail to do so, we may be unable to complete the development and commercialization of our drug
candidates.
During the Track Record Period, we funded our operations primarily through equity financing and
revenue from our out-licensing agreements. We expect our expenses to increase significantly in connection
with our ongoing activities, particularly as we advance the clinical development of our clinical-stage drug
candidates, continue the research and development of our preclinical-stage drug candidates and initiate
additional clinical trials of, and seek regulatory approval for, these and other future drug candidates. In
addition, if we obtain regulatory approvals for any of our drug candidates, we expect to incur significant
commercialization expenses relating to product manufacturing, marketing, sales and distribution and
post-approval commitments to continue monitoring the efficacy and safety data of our future products on
the market. Accordingly, we may need to secure substantial additional funding in connection with our
continuing operations through public or private equity offerings, debt financing, collaborations or
licensing arrangements or other sources.
We expect to fund our future operations primarily with existing cash and cash equivalents, revenue
from our out-licensing agreements, and proceeds from the Global Offering. Upon the successful
commercialization of one or more of our drug candidates, we expect to fund our operations in part with
income generated from sales of our commercialized drug products. Changes in our ability to fund our
operations may affect our cash flow and results of operations. If we are unable to raise capital when needed
or on acceptable terms, we could be forced to delay, limit, reduce or terminate our research and
development programs or any future commercialization efforts.
We have historically received financial incentives, such as government subsidies, and we may not
continue to receive such incentives in the future.
We have historically received various government subsidies, including subsidies from different PRC
governmental authorities to support the research and development for our drug candidates. We recognized
government grants as other income of RMB0.8 million and RMB88.0 thousand in 2024 and 2025,
respectively. There is no assurance that we will continue to enjoy or maintain financial incentives or
government subsidies at the historical levels, or at all, or apply for new financial incentives or government
subsidies. Any change, suspension or termination of these government subsidies, or government financial
incentives in other forms, may have a negative impact on our business, financial condition and results of
operations.
We had net operating cash outflow during the Track Record Period.
We had net cash used in operating activities of RMB78.0 million and RMB89.4 million in 2024 and
2025, respectively. While we believe we have sufficient working capital to fund our current operations for
the next few years, we expect that we will continue to experience net cash outflows from our operating
activities for the foreseeable future. If we are unable to maintain adequate working capital, we may default
on our payment obligations and may not be able to meet our operating cash and capital expenditure
requirements, which may have a material adverse effect on our business, financial condition, results of
operations, and prospects.
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Fair value changes in financial assets at fair value through profit or loss may adversely affect our
financial condition and results of operations.
During the Track Record Period, we acquired certain wealth management products and structured
bank deposits to improve the utilization of our cash on hand. We classified these wealth management
products and structured bank deposits as financial assets at fair value through profit or loss, or FVTPL.
As of December 31, 2024 and 2025, we recorded financial assets at FVTPL of RMB329.1 million and
RMB372.2 million, respectively. We recorded gains on financial assets at FVTPL of RMB5.7 million and
RMB6.5 million for the years ended December 31, 2024 and 2025, respectively.
We may continue to allocate capital to wealth management and similar instruments. We cannot assure
you that factors beyond our control, including general economic and market conditions, movements in
market interest rates, and the prevailing regulatory environment, will result in fair value gains on such
investments, or that we will not incur fair value losses in the future. Should we incur such losses, our
results of operations and financial condition could be materially and adversely affected. Moreover, even
if fair value gains are realized, the yields generated by these investments may be materially below our
expectations. The fair values of these instruments may also fluctuate significantly, giving rise to valuation
uncertainty. Any failure to realize the anticipated benefits of these investments could materially and
adversely affect our business, results of operations, and financial condition.
RISKS RELATING TO OUR OPERATIONS
We may fail to successfully manage our growth and expand our operations.
Since our inception, we have sought to expand our business through organic growth. As we advance
our drug candidates through clinical trials and prepare for potential commercial launch for multiple drug
candidates in the future, we will need to expand our development capabilities and seek cooperation
opportunities for the sales and marketing of our future approved drugs. However, we cannot guarantee that
we will be able to successfully execute our development strategies. To a certain extent, our future growth
may be affected by changes in regulatory, economic or political conditions beyond our control, such as
changes in China’s general economic conditions, the biotech industry and relevant government
regulations. It is difficult to predict our future growth based on our historical and operating data. We also
cannot assure you that our future development plans will materialize. Investors should not rely solely on
our historical results of operations to predict our future performance. Additionally, our expansion plans are
based on our forward-looking assessment of market prospects. We cannot assure you that our assessments
will prove correct.
We may be unable to attract and retain senior management and qualified clinical or research and
development personnel.
Our operation depends in part on our continued ability to attract, retain and motivate senior
management and qualified management, clinical and scientific personnel. We believe their efforts,
connections and industry expertise are key to our business development. The loss of services of any of our
key management personnel may impede the achievement of our research, development and
commercialization objectives. We cannot guarantee that we will be able to promptly hire and integrate
other qualified replacements. Replacing executive officers or senior management personnel may be
difficult and may take an extended period of time because of the limited number of individuals in our
industry with the breadth of skills and experience required to successfully develop, gain regulatory
approval of and commercialize small molecule drugs like those we develop. Competition to hire from this
limited pool is intense, and we may be unable to hire, train, retain or motivate these key personnel on
acceptable terms given the competition among numerous pharmaceutical and biotech companies for
similar personnel.
In addition, the future growth of our business will depend partly on our ability to attract and retain
qualified personnel on reasonable terms, particularly those involved in our clinical and research and
development operations. We may need to compete with other drug companies for employees with the
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relevant qualifications and experience. We also experience competition for the hiring of scientific and
clinical personnel from universities and research institutions. Our consultants and advisors may be
employed by other entities and may have commitments under consulting or advisory contracts with
employers that may limit their availability to us.
We have entered into collaboration agreements, and may form or seek other collaborations or
strategic alliances or enter into licensing arrangements in the future, and we may not realize the
benefits of such alliances or licensing arrangements.
We have entered into collaboration agreements in relation to HJ197 and HJ191. See
“Business—Collaborations” in this prospectus for details. We may continue to explore a variety of
possible strategic collaborations or license opportunities in an effort to utilize the resources of our partners
to advance the development of our drug candidates or gain access to additional drug candidates,
technologies or commercialization resources. We face significant competition in seeking appropriate
strategic partners and the negotiation process, which is time-consuming and complex. Moreover, we may
not be successful in our efforts to establish a strategic partnership or other alternative arrangements for
our drug candidates, because a majority of them may be deemed to be at too early a stage of development
for collaborative effort and potential partners may not view our drug candidates as having the requisite
potential to demonstrate safety and efficacy or commercial viability.
We may not be able to realize the benefit of current or future collaborations, if we are unable to
successfully integrate such collaborations with our existing operations and company culture, which could
delay our timelines or otherwise adversely affect our business. We also cannot be certain that, following
a strategic transaction or license, we will achieve the revenue or other financial benefits that justify such
a transaction. If we are unable to reach agreements with suitable collaborators on a timely basis, on
acceptable terms, or at all, we may have to curtail or delay the development or commercialization of one
or more of our drug candidates, reduce the scope of any sales or marketing activities, or increase our
expenditures and undertake such development or commercialization activities at our own expense. As a
result, we may not be able to further develop our drug candidates or bring them to market and generate
product sales revenue, which would harm our business prospects, financial condition and results of
operations.
Our employees, CROs, CDMOs, collaboration partners and others with whom we deal may engage
in misconduct or other improper activities, including non-compliance with regulatory standards and
requirements, which could harm our reputation and subject us to penalties and significant expenses
that have a material adverse effect on our business, financial condition and results of operations.
We are exposed to the risk of fraud, misconduct or other illegal activity by our employees, CROs,
CDMOs, collaboration partners and others with whom we deal. Misconduct by these parties could include
intentional, reckless and negligent conduct that fails to: (i) comply with the laws of the NMPA and other
regulatory authorities; (ii) provide true, complete and accurate information to the NMPA and other
regulatory authorities; (iii) comply with healthcare fraud and abuse laws in China; or (iv) report financial
information or data accurately or to disclose unauthorized activities to us. If we obtain NMPA approval
for any of our drug candidates and begin commercializing those drugs in China, our potential exposure
under relevant laws will increase significantly and our costs associated with compliance with such laws
are also likely to increase. These laws may impact, among other things, our current activities with
principal investigators of our clinical trials and our use of information obtained in the course of patient
recruitment for clinical trials.
It is not always possible to identify and deter misconduct by employees and other parties, and the
precautions we take to detect and prevent this activity may not be effective in controlling unknown or
unmanaged risks or losses, or in protecting us from governmental investigations or other actions or
lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are
instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions
could have a significant impact on our business, including the imposition of significant fines or other
sanctions.
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We may be required to pay late payment fines or other penalties in connection with our failure to
contribute to social insurance and housing provident funds.
We are subject to various labor-related laws and regulations in the Chinese Mainland and other
jurisdictions in which we operate. For example, we are required to contribute to a number of social
insurance funds, including funds for pension insurance, unemployment insurance, basic medical insurance,
work-related injury insurance, maternity insurance and housing provident fund on behalf of our employees
in the Chinese Mainland. We are required to (i) set up housing provident fund accounts (ሪ˒)
and pay the housing provident fund in accordance with the Regulation on the Administration of Housing
Provident Funds (၍ଣૢԷ) and (ii) obtain social insurance certificates (ᎈ೮াᗇ)
for our employees and pay the social insurance contributions on time in accordance with the PRC Social
Insurance Law (جWe may be required to pay such shortfall in housing
provident fund and social insurance contributions within a prescribed time period and to pay penalties if
we fail to do so. As advised by our PRC Legal Advisors, (i) under the Regulations on Administration of
Housing Provident Fund, if we fail to pay housing provident fund contributions within the prescribed
deadlines, we may be subject to an order by the relevant people’s court to make such payments; and (ii)
according to the PRC Social Insurance Law, (a) for outstanding social insurance fund contributions that
we did not fully pay within the prescribed deadlines, the relevant PRC authorities may demand that we
pay the outstanding social insurance contributions within a stipulated deadline and we may be liable for
a late payment fee equal to 0.05% of the outstanding contribution amount for each day of delay; and (b)
if we fail to make such payments, we may be liable to a fine of one to three times the outstanding
contribution amount. Violations of these laws and regulations could adversely affect our brand, overseas
growth efforts and business. As of December 31, 2024 and 2025, our shortfall in social insurance and
housing provident fund contributions amounted to RMB5.8 million and RMB7.4 million, respectively, on
a cumulative basis.
We have implemented remedial measures and enhanced our internal control, and we began paying
housing provident fund and social insurance for our employees in full from August 2025. As advised by
our PRC Legal Advisors, the likelihood of material administrative fines or other penalties being imposed
against us in respect of the previously unpaid contributions is considered remote because: (i) as of the
Latest Practicable Date, no material administrative action, fine or penalty had been imposed by relevant
regulatory authorities with respect to our previous unpaid contributions; (ii) we have obtained Special
Credit Reports for Market Entities confirming that no administrative penalty was imposed on us in relation
to our social insurance and housing provident fund contributions during the Track Record Period; (iii)
based on the interviews conducted by our PRC Legal Advisors with relevant competent authorities, the
government agencies have confirmed that in the absence of large-scale employee complaints, they
generally will not proactively initiate investigations into the previous unpaid social insurance or housing
fund contributions. As of the Latest Practicable Date, we were not aware of any employee complaints or
involved in any labor disputes with our current or former employees, with respect to social insurance and
housing provident funds; and (iv) on April 1, 2019, the General Office of the State Council issued the
Notice on Issuing the Comprehensive Plan for Reducing Social Insurance Contribution Rates ( ਷ਕ৫፬
ٝwhich prohibits administrative authorities from
conducting centralized clearance of enterprises’ historical arrears of social insurance contributions without
authorization during the reform of the social insurance levy and collection system.
Our compliance risks may increase as PRC labor laws and regulations continue to evolve. According
to Article 19(1) of the Supreme People’s Court’s Interpretation (II) on Several Issues Concerning the
Application of Law in Labor Dispute Cases (༆ᙑ
(ɚ)) (the “New Judicial Interpretation”), which was issued on July 31, 2025 and became effective on
September 1, 2025, any agreement between an employer and an employee that waives social insurance
contributions or any employee undertaking to that effect is invalid. Our PRC Legal Advisors are of the
view that the New Judicial Interpretation does not repeal or change the existing social insurance laws and
regulations, and does not by itself increase our social insurance exposure. However, as PRC labor laws and
regulatory guidance continue to evolve, we cannot assure that how future developments may affect our
operations. If we are deemed to have violated the relevant labor laws and regulations, we could be subject
to related penalties, fines or legal costs, and our business, financial condition and results of operations
could be materially and adversely affected.
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We did not make any provisions for the shortfall. However, no assurance can be given that PRC
authorities will not seek to impose fines, late payment fees or other penalties in respect of our prior
underpayments, or that the amounts of any such fines, fees or liabilities will not be material. If PRC
authorities were to impose material fines, late payment fees, or other penalties, our financial condition,
results of operations and cash flows could be materially and adversely affected.
If we fail to comply with environmental, health and safety laws and regulations, we could become
subject to fines or penalties or incur costs that could materially and adversely affect our business.
We are subject to numerous environmental, health and safety laws and regulations, including those
governing laboratory procedures, manufacturing facilities and the handling, use, storage, treatment and
disposal of hazardous materials and wastes. Our operations may involve the use of hazardous and
flammable materials, including chemicals and biological materials, and may produce hazardous waste
products. We may contract with third parties for the disposal of these materials and wastes. We cannot
eliminate the risk of contamination or injury from these materials. In the event of contamination or injury
resulting from our use of hazardous materials, we could be held liable for any resulting damages, and any
liability could exceed our resources. We also could incur significant costs associated with civil or criminal
fines and penalties. Although we maintain statutory employees’ social insurance to cover us for costs and
expenses we may incur due to injuries to our employees resulting from the use of or exposure to hazardous
materials, this insurance may not provide adequate coverage against potential liabilities. We do not
maintain insurance for environmental liability or toxic tort claims that may be asserted against us in
connection with our storage, use or disposal of biological or hazardous materials.
In addition, we may be required to incur substantial costs to comply with current or future
environmental, health and safety laws and regulations. These current or future laws and regulations may
impair our research, development or production efforts. Failure to comply with these laws and regulations
also may result in substantial fines, penalties or other sanctions. During the Track Record Period, we failed
to comply with the requirements for the simultaneous implementation of safety facilities and the
simultaneous implementation of occupational disease prevention measures for a construction project. As
of the date of this prospectus, we have rectified such non-compliance and obtained the relevant report as
needed. If a production and operation entity fails to simultaneously implement safety facilities
concurrently with a construction project as required, it may be ordered to make corrections within a
specified time limit, and may be fined between RMB5,000 to RMB30,000. If it fails to implement
occupational disease prevention measures concurrently as required, the health administrative department
will issue a warning and order corrections within a specified time limit; if no corrections are made within
the time limit, a fine of RMB10,000 to RMB500,000 will be imposed; and if the circumstances are serious,
operations that generate occupational disease hazards may be suspended, and the relevant people’s
government may be requested to order the suspension of construction or closure. Any of the foregoing
could materially adversely affect our business, financial condition, results of operations and prospects.
We may be exposed to risks of conducting our business and operations in international markets.
International markets are an important component of our growth strategy. We plan to explore market
opportunities overseas, where we believe there is substantial demand for our drug candidates, and we may
also collaborate with reputable local partners that have proven track record to maximize the global value
of our drug candidates. We may also seek licensing and co-development opportunities with global MNCs,
and expand our global clinical programs. See “Business—Our Business Strategies” in this prospectus for
details. However, such activities may subject us to additional risks that may materially adversely affect our
ability to attain or sustain profitable operations, including but not limited to: (i) efforts to enter into
collaboration or licensing arrangements with third parties may increase our expenses or divert our
management’s attention from the development of drug candidates; (ii) changes in a specific country’s or
region’s political and cultural climate or economic condition; (iii) differing regulatory requirements for
drug approvals and marketing internationally; (iv) difficulty of effective enforcement of contractual
provisions in local jurisdictions; (v) potentially reduced protection for intellectual property rights; (vi)
unexpected changes in tariffs, trade barriers and regulatory requirements; (vii) compliance with tax,
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employment, immigration and labor laws for employees traveling abroad; and (viii) business interruptions
resulting from geo-political actions, including war and terrorism, or natural disasters, including
earthquakes, volcanoes, typhoons, floods, hurricanes and fires.
These and other risks may materially adversely affect our ability to attain or sustain revenue and
profits from international markets.
Changes in social trends and political policies related to environmental, social, and governance issues
may adversely affect our business operation.
As a biotech company, we are subject to potential risks arising from changes in social trends and
political policies related to environmental, social, and governance (ESG) issues, such as public perception
with respect to animal testing for the R&D of small molecule drugs. Changes in social trends and political
policies related to ESG issues could impact our business model in several ways. For example, if there is
a shift towards more stringent regulations on environmental protection or animal welfare, we may face
increased compliance costs and operational challenges. Similarly, if there is a growing demand for small
molecule drugs that are developed and manufactured using environmentally friendly processes, we may
need to adapt our pipeline and invest in new technologies and processes to reduce our environmental
footprint.
Moreover, changes in political policies related to ESG issues may impact our access to funding and
other resources that are critical to our growth and success. For instance, if there is a change in government
policies that restricts funding for biotech companies that do not meet certain ESG criteria, we may face
challenges in securing financing for our business activities.
Negative publicity about us, our Shareholders and affiliates, our brand and management may
materially and adversely affect our business, reputation and trading price of our H Shares.
We believe that market awareness and recognition of our brand image are important to our
commercial prospects. Despite our efforts to promote our brand image, we may not be successful in doing
so. Over the long term, negative publicity may materially and adversely affect our business and brand so
as to reduce the trading price of our H Shares and diminish our competitive position. As we continue to
grow our business, we may find it necessary to expand our network of collaborators to enhance our
marketing and branding efforts. Since we have limited control over such parties, we cannot guarantee that
our efforts will be successful, nor that they will perform according to the standards expected. Any actions
on their part that reflect negatively on our business or generate negative publicity for us may impede our
efforts to establish our industry reputation.
Furthermore, negative publicity about us, our Shareholders and affiliates, alleged misconduct or
improper activities or negative rumors relating to us, our management, employees, business partners or
affiliates may arise from time to time on the internet and other media sources. Such publicity may harm
our business and results of operations even if it is unsubstantiated. There is no guarantee that our efforts
to defend ourselves against such negative publicity or rumors, or to address them internally, will be
successful. Any regulatory inquiries or investigations against our directors and senior management,
business partners or other affiliates regarding any perceived unethical, fraudulent or other inappropriate
conduct may be particularly harmful to our reputation regardless of the merits or final outcome. In turn,
this may affect our ability to grow our business and attract customers, suppliers and talented employees.
We are also particularly susceptible to negative media about the drug industry in general or particular
drugs or services. Such negative media may result from the actions of competitors or other industry
players, over whom we have no control. It is possible that the PRC government may promulgate laws and
regulations that seek to address the source and reasons for such negative media. We cannot guarantee that
we will be able to adapt to such laws and regulations in a timely and effective manner, including adequate
management of the related compliance costs.
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We are exposed to risks in connection with failing to detect and prevent fraud, negligence or other
misconduct committed by third parties.
Our information management system and internal control procedures are designed to monitor our
operations and overall compliance. There will therefore continue to be risks that fraud, negligence and
other misconduct (accidental or otherwise) may occur and cause negative publicity, which may have an
adverse effect on our brand and reputation. Although we have limited control over the behavior of any of
these parties, we may be viewed as at least partially responsible for their conduct. We may become, or be
joined as, a defendant in litigation or other administrative or investigative proceedings and be held
accountable for injuries or damages sustained by our employees, business partners, suppliers, customers
or other third parties from time to time. To the extent that we cannot recover related costs from the
employees, business partners, suppliers, customers or other third parties involved, we may experience
material adverse effects on our business, financial position and results of operations.
Our insurance coverage may not sufficiently cover the risks related to our business operations.
We maintain insurance policies that we believe are customary in standard commercial practice in the
drug industry and as required under the relevant PRC laws and regulations. However, we cannot guarantee
you that our insurance policies will provide adequate coverage for all the risks in connection with our
business operations. For example, although we maintain liability insurance covering our clinical trials as
required under PRC laws and regulations, our coverage may be insufficient to cover any amounts payable
under court judgments or settlements. Should we incur substantial amounts in product liability claims, and
be unable to cover these with our existing insurance policies or internal resources, we may be forced to
suspend other key operations, such as the conduct of clinical trials, to divert funds from other aspects of
our business.
Moreover, there are certain losses for which insurance is not available in China on commercially
practicable terms, such as losses suffered due to business interruptions, earthquakes, typhoons, flooding,
war or civil disorder. We may be required to bear our losses to the extent that they are not covered by
insurance, or that our insurance coverage is insufficient, and such amounts could be substantial. We could
suffer significant costs and diversion of our resources as a result.
Our information technology systems, or those of our CROs or other service providers or consultants,
may fail or suffer security breaches.
Our internal computer systems and those of our CROs, service providers or consultants are
vulnerable to damage or interruption caused by, among others, power outages, computer viruses, phishing
attacks, ransomware, worms, unauthorized access, telecommunication failures, cyber-attacks, natural
disasters, terrorism and war. Should such events occur and interrupt our operations, we may experience
a material disruption to our business operations.
In our ordinary course of business, we collect and store sensitive information, including the personal
information of our employees, various intellectual property (including trade secrets), research and
development information, sales and marketing strategies and key business and financial data. We manage
and maintain our information and data through on-site systems and third-party vendors. Because
information systems, networks and other technologies are critical to many of our operating activities,
shutdowns or service disruptions at our sites or third-party vendors may materially and adversely affect
our business operations by damaging key data and equipment. Such disruptions may be caused by events
such as computer hacking, phishing attacks, ransomware, dissemination of computer viruses, worms and
other destructive or disruptive software, denial of service attacks and other malicious activity, as well as
power outages, natural disasters (including extreme weather), terrorist attacks or other similar events.
There is no guarantee that our disaster recovery and automatic recovery systems will be able to retain and
recover all the equipment or data affected by shutdowns or service disruptions. In addition, we may not
have adequate insurance coverage to compensate for losses associated with such events.
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Furthermore, we are vulnerable to risks caused by misappropriation, misuse, leakage, falsification,
or intentional or accidental release or loss of sensitive information maintained in our information systems
and those of our vendors, including confidential data on our employees, customers, suppliers and clinical
trial subjects. Outside parties may attempt to penetrate our information systems or those of our vendors,
or fraudulently induce our employees or our vendors’ employees to disclose sensitive information through
means such as viruses, phishing and cyber-attacks. The number and complexity of these threats continue
to increase over time. In the event of a material breach of our information technology systems or those
of our vendors, our business partners, customers or other industry players may have a negative perception
of the effectiveness of our security measures, and we may experience harm to our reputation and
credibility. We may also be compelled to expend substantial financial resources to repair or replace our
information systems. In addition, we may be subjected to collective actions and/or claims from individuals
respecting issues related to data privacy laws and regulations, such as misuse or inappropriate disclosure
of data and unfair or deceptive practices.
The development and maintenance of our information systems are costly and requires ongoing
monitoring and updating as technologies change and efforts to overcome security measures become
increasingly sophisticated. We may not always be able to adapt our internal control procedures and update
our information systems in a sufficiently timely or effective manner to eliminate all such risks.
Additionally, the more we outsource protection and upgrading of our information systems to vendors,
engage in electronic transactions and rely on cloud-based information systems, the less control we have
over the risks to our information systems. To the extent that disruptions or security breaches of our
information systems or those of our vendors, CROs, service providers or other consultants compel us to
temporarily suspend our business operations, we may experience delays in the development and
commercialization of our drug candidates.
Failure to comply with existing or future laws and regulations related to privacy or data security
could lead to government enforcement actions, which could include civil or criminal fines or
penalties, private litigation, other liabilities, and/or adverse publicity.
The regulatory framework for the collection, use, safeguarding, sharing, transfer and other
processing of personal information in China is rapidly evolving and is likely to remain uncertain for the
foreseeable future. There are numerous laws that protect the confidentiality of individually identifiable
patient health information, including patient records, and restrict the use and disclosure of that protected
information. Regulatory authorities may continue to introduce additional legislative and regulatory
proposals concerning personal data protection.
In terms of cybersecurity and personal information protection, the Standing Committee of the NPC
promulgated the Cybersecurity Law of the PRC () and the Personal
Information Protection Law of the PRC () . The PRC Cybersecurity
Law, which came into effect on June 1, 2017, requires network constructors, operators, and service
providers to implement cybersecurity protection measures and strengthen network information
management. On September 12, 2022, the CAC proposed draft amendments to the PRC Cybersecurity
Law, imposing stricter legal liabilities for certain violations. These amendments were publicly solicited for
opinion again from March 28, 2025 until April 27, 2025, and uncertainties remain regarding their final
form, interpretation, and implementation.
The Personal Information Protection Law of the PRC, which became effective on November 1, 2021,
sets forth detailed rules on handling personal information and legal responsibilities and also strengthens
the punishment for illegal processing of personal information. Under the Personal Information Protection
Law of the PRC, healthcare relevant personal information, including the information collected during
clinical trials, shall be deemed as “sensitive personal information” and shall be under strict protection.
Furthermore, GCP requires that the privacy of trial subjects and the confidentiality of the relevant
information shall be protected.
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In terms of cross-border transfer of data, the Data Security Law of the PRC ( ʕശɛ͏΍ձ਷ᅰ
) which took effect on September 1, 2021, provides that relevant authorities will establish the
measures for the cross-border transfer of import data, if any company violates the Data Security Law of
the PRC by providing important data outside China, such company may be punished by administrative
sanctions, including penalties, fines, and/or may suspension of relevant business or revocation of the
business license. Moreover, the Outbound Data Transfer Security Assessment Measures (the “Outbound
Data Transfer Security Assessment Measures”) () was published on July 7,
2022 and became effective on September 1, 2022, which specifies that data processors who intend to
provide important data and personal information that are collected and generated in the operation within
the territory of the PRC to overseas shall be subject to security assessment. The Outbound Data Transfer
Security Assessment Measures further stipulates the process and requirements for the security assessment.
On September 24, 2024, the State Council released the Regulations on the Management of Network Data
Security (the “Regulations on MNDS”), which came into force on January 1, 2025. The Regulations on
MNDS are not only the first at the administrative regulation level specifically for network data security,
but they also serves as a comprehensive implementing regulation for the compliance requirements set out
by the Cybersecurity Law, Data Security Law, and Personal Information Protection Law. The Regulations
on MNDS introduce several key obligations, including requiring network data processors to specify the
purpose and method of personal information processing, as well as the types of personal information
involved, before any personal information is processed. We will continue to adopt relevant improvement
measures to ensure effective protection and lawful utilization of data and personal information.
Compliance with these and any other applicable laws, regulations, standards and obligations relating
to data privacy, security and transfers is a rigorous and time-intensive process and may cause us to incur
additional operational costs or require us to modify our data processing practices and processes. If we or
our third-party vendors, collaborators, contractors and consultants fail to comply with any such laws or
regulations, we may face proceedings against us by data protection authorities and governmental entities,
which could subject us to significant fines, penalties, judgments, negative publicity and reputational
damage, and may otherwise materially and adversely affect our business, financial condition and results
of operations.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our H Shares and an active trading market for our H
Shares may not develop.
No public market currently exists for our H Shares. The Offer Price for our H Shares to the public
was the result of negotiations between our Company and Sole Overall Coordinator (acting in such capacity
and as the Underwriter), and the Offer Price may differ significantly from the market price of the H Shares
following the Global Offering. We have applied to the Stock Exchange for the listing of, and permission
to deal in, the H Shares. A listing on the Stock Exchange, however, does not guarantee that an active and
liquid trading market for our H Shares will develop, or if it does develop, that it will be sustained
following the Global Offering, or that the market price of the H Shares will rise following the Global
Offering.
The market price and trading volume of our H Shares may be volatile, which could result in
substantial losses for investors who purchase our H Shares in the Global Offering.
The market price and trading volume of our H Shares may be highly volatile. Several factors beyond
our control such as variations in our revenue, earnings and cash flow, strategic alliances, the addition or
departure of key personnel, litigation, the removal of the restrictions on H Share transactions or volatility
in market prices and changes in demand for our products may cause significant and sudden changes to the
market price and trading volume of our H Shares. Furthermore, the market price of our H Shares could
also decline as a result of future sales of a substantial number of our H Shares or other securities relating
to our H Shares in the public market, or the issuance of new shares or other securities, or the perception
that such sales or issuances may occur. New shares or share-linked securities issued by our Company may
also confer rights and privileges that take priority over those conferred by the H Shares.
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The Stock Exchange and other securities markets have, from time to time, experienced significant
price and trading volume volatility that are not related to the operating performance of any particular
company. This volatility may also materially and adversely affect the market price of our H Shares.
Potential investors will experience immediate and substantial dilution as a result of the Global
Offering.
Potential investors will pay a price per H Share in the Global Offering that substantially exceeds the
per H Share value of our tangible assets after subtracting our total liabilities as of December 31, 2025.
Therefore, purchasers of our H Shares in the Global Offering will experience substantial immediate
dilution in pro forma net tangible assets, and our existing Shareholders will receive an increase in the pro
forma adjusted net tangible assets per Share on their Shares. As a result, if we were to distribute our net
tangible assets to the Shareholders immediately following the Global Offering, potential investors would
receive less than the amount they paid for their H Shares. See “Appendix II—Unaudited Pro Forma
Financial Information” to this prospectus for details.
There is no assurance whether and when we will pay dividends, which is subject to satisfaction of
requirements and necessary procedures under applicable PRC laws and regulations.
No dividend had been paid or declared by our Company during the Track Record Period. Under the
applicable PRC laws, the payment of dividends may be subject to certain limitations. The calculation of
our profit under applicable accounting standards differs in certain respects from the calculation under
IFRS. As a result, we may not be able to pay a dividend in a given year even if we were profitable as
determined under IFRS. Our Board may declare dividends in the future after taking into account our
results of operations, financial condition, cash requirements and availability and other factors as it may
deem relevant at such time. Any declaration and payment as well as the amount of dividends will be
subject to our constitutional documents and the PRC laws and regulations and will require approval at our
shareholders’ meeting. No dividend shall be declared or payable except out of our profits and reserves
lawfully available for distribution.
Dividends payable to investors and gains on the sale of our H Shares may be subject to PRC income
taxes.
Under applicable PRC tax laws, regulations and statutory documents, non-PRC resident individuals
and enterprises are subject to different tax obligations with respect to dividends received from us or gains
realized upon the sale or other disposition of our H Shares. Non-PRC individuals are generally subject to
PRC individual income tax under the Individual Income Tax Law of the PRC (ה
) with respect to PRC source income or gains at a rate of 20% unless specifically exempted by
the tax authority of the State Council or reduced or eliminated by an applicable tax treaty. We are required
to withhold related tax from dividend payments. Pursuant to applicable regulations, domestic non-foreign-
invested enterprises issuing shares in Hong Kong may generally, when distributing dividends, withhold
individual income tax at the rate of 10%. However, withholding tax on distributions paid by us to non-PRC
individuals may be imposed at other rates pursuant to applicable tax treaties (and up to 20% if no tax treaty
is applicable) if the identity of the individual holder of H Shares and the tax rate applicable thereto are
known to us. There is uncertainty as to whether gains realized upon disposition of H shares by non-PRC
individuals are subject to PRC individual income tax.
Non-PRC resident enterprises that do not have establishments or premises in the PRC, or that have
establishments or premises in the PRC but their income is not related to such establishments or premises
are subject to PRC EIT at the rate of 10% on dividends received from PRC companies and gains realized
upon disposition of equity interests in the PRC companies pursuant to the EIT Law and other applicable
PRC tax regulations and statutory documents, which may be reduced or eliminated under special
arrangements or applicable treaties between the PRC and the jurisdiction where the non-resident enterprise
resides.
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Pursuant to applicable regulations, we intend to withhold tax at a rate of 10% from dividends paid
to non-PRC resident enterprise holders of our H Shares (including HKSCC Nominees). Non-PRC resident
enterprises that are entitled to be taxed at a reduced rate under an applicable income tax treaty will be
required to apply to the PRC tax authorities for a refund of any amount withheld in excess of the applicable
treaty rate, and payment of such refund will be subject to the PRC tax authorities’ verification. As of the
Latest Practicable Date, there were no specific rules on how to levy tax on gains realized by non-resident
enterprise holders of H shares through the sale or transfer by other means of H shares.
There remains significant uncertainty as to the interpretation and application of the relevant PRC tax
laws by the PRC tax authorities, including whether and how individual income tax or EIT on gains derived
by holders of our H Shares from their disposition of our H Shares may be collected. If any such tax is
collected, the value of our H Shares may be materially and adversely affected.
Fluctuations in Renminbi exchange rates may lead to foreign exchange losses and materially and
adversely affect our ability to pay dividends to holders of our H Shares.
We expect that a substantial majority of our revenue will be denominated in Renminbi. A portion of
our revenues may be converted into other currencies in order to meet our foreign currency obligations. For
example, we need to obtain foreign currency to make payments of declared dividends, if any, on our H
Shares. Shortages in availability of foreign currency may then restrict our ability to remit sufficient foreign
currency to pay dividends or make other payments or otherwise to satisfy our foreign currency
denominated obligations.
The proceeds from the Global Offering will be denominated in Hong Kong dollars. As a result, any
appreciation of the Renminbi against the U.S. dollar, the Hong Kong dollar or any other foreign currencies
may result in a decrease in the value of our proceeds from the Global Offering. Conversely, any
depreciation of the Renminbi may adversely affect the value of, and any dividends payable on, our H
Shares in foreign currency. In addition, there are limited instruments available for us to reduce our foreign
currency risk exposure at reasonable costs. Any of these factors could materially and adversely affect our
business, financial condition, results of operations and prospects, and could reduce the value of, and
dividends payable on, our H Shares in foreign currency terms.
Governmental control of currency conversion, and restrictions on the remittance of Renminbi into
and out of the PRC may limit our ability to pay dividends and other obligations and affect the value
of your investment.
The convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of
currency into and out of China are subject to PRC foreign exchange regulations. A substantial majority of
our future revenue is expected to be denominated in Renminbi and we will need to convert Renminbi into
foreign currencies for the payment of dividends, if any, to holders of our H Shares. Shortages in the
availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay
dividends or other payments, or otherwise satisfy our foreign currency denominated obligations.
Under China’s current foreign exchange control system, foreign exchange transactions under the
current account conducted by us do not require advance approval from SAFE, but we are required to
present relevant documentary evidence of such transactions and conduct such transactions at designated
foreign exchange banks within China that have the licenses to carry out foreign exchange business.
Approval from appropriate government authorities is required where Renminbi is to be converted into
foreign currency and remitted out of China to pay capital expenses such as the repayment of loans
denominated in foreign currencies. If we cannot obtain sufficient foreign currencies under the current
foreign exchange control system to satisfy our foreign currency demands, we may not be able to pay
dividends in foreign currencies to our Shareholders. Further, there is no assurance that new regulations
will not be promulgated in the future that would have the effect of further restricting the remittance of
Renminbi into or out of China.
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Any possible conversion of our Unlisted Shares into H Shares in the future could increase the
number of our H Shares in the market and negatively impact the market price of our H Shares.
Potential conversion of Unlisted Shares into H Shares may result in an increase in the number of our
H Shares available in the market, which could, in turn, affect the price of our H Shares. Our remaining
Unlisted Shares may also be converted into H Shares upon completion of required procedures in the future,
and such converted shares may be listed or traded on an overseas stock exchange, provided that, prior to
the conversion and trading of such converted shares, any requisite filings with relevant PRC regulatory
authorities shall be completed. However, the PRC Company Law provides that in relation to the public
offering of a company, the shares of that company which are issued prior to the public offering shall not
be transferred within one year from the date of listing of the public offering. Therefore, upon completing
the requisite filing, our Unlisted Shares may be traded, after the conversion, in the form of H Shares on
the Stock Exchange one year after this Global Offering, which at that time could further increase the
number of our H Shares available in the market and may negatively impact the market price of our H
Shares.
We cannot make fundamental changes to our business without the consent of the Stock Exchange.
On April 30, 2018, the Stock Exchange adopted rules under Chapter 18A of its Rules Governing the
Listing of Securities on the Stock Exchange. Under these rules, without the prior consent of the Stock
Exchange, we will not be able to effect any acquisition, disposal or other transaction or arrangement or
a series of acquisitions, disposals or other transactions or arrangements, which would result in a
fundamental change in our principal business activities as set forth in this prospectus. As a result, we may
be unable to take advantage of certain strategic transactions that we might otherwise choose to pursue in
the absence of Chapter 18A. Were any of our competitors that are not listed on the Stock Exchange to take
advantage of such opportunities in our place, we may be placed at a competitive disadvantage, which could
have a material adverse effect on our business, financial condition and results of operations.
Facts, forecasts and statistics obtained from various government sources in this prospectus relating
to the pharmaceutical industry may not be fully reliable.
Facts, forecasts and statistics in this prospectus relating to the pharmaceutical industry in and outside
China are obtained from various sources, comprising information provided or published by government
agencies, and we can guarantee neither the quality nor reliability of such source materials. We believe that
the information originated from appropriate sources and was extracted and reproduced after taking
reasonable care. We have no reason to believe that such information is false or misleading or that any fact
has been omitted that would render such information false or misleading. However, neither we, the Sole
Sponsor, the Sole Overall Coordinator, the Underwriter nor our or their respective affiliates or advisors
have verified the facts, forecasts and statistics nor ascertained the underlying economic assumptions to the
extent such information is obtained solely from official governmental sources. Therefore, we make no
representation as to the accuracy of such facts, forecasts and statistics from official governmental sources.
Due to possibly flawed or ineffective collection methods or discrepancies between published information
and factual information and other problems, the statistics in this prospectus relating to the pharmaceutical
industry in and outside China may be inaccurate, and you should not place undue reliance on them.
Moreover, these facts, forecasts and statistics involve risk and uncertainties and are subject to change
based on various factors and should not be unduly relied upon.
Forward-looking statements contained in this prospectus are subject to risks and uncertainties.
This prospectus contains certain forward-looking statements and information relating to us that are
based on the beliefs of our management as well as assumptions made by and information currently
available to our management. When used in this prospectus, 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, as
they relate to us or our business, are intended to identify forward-looking statements. Such statements
reflect the current views of our management with respect to future events, business operations, liquidity
RISK FACTORS
–6 6–


--- page 76 ---
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. Should one or more of these risks or uncertainties materialize, or if any of the underlying
assumptions prove incorrect, actual results may differ materially from the forward-looking statements in
this prospectus. Whether actual results will conform to our expectations and predictions is subject to a
number of risks and uncertainties, many of which are beyond our control, and reflect future business
decisions that are subject to change. In light of these and other uncertainties, the inclusion of
forward-looking statements in this prospectus should not be regarded as representations that our plans or
objectives will be achieved, and investors should not place undue reliance on such forward-looking
statements. All forward-looking statements contained in this prospectus are qualified by reference to the
cautionary statements set out in this section. Subject to the ongoing disclosure obligations of the Listing
Rules or other requirements of the Stock Exchange, we do not intend publicly to update or otherwise revise
the forward-looking statements in this prospectus, whether as a result of new information, future events
or otherwise.
Y ou should read this entire prospectus carefully and should not consider or rely on any particular
statements in published media reports without carefully considering the risks and other information
contained in this prospectus.
Prior to the publication of this prospectus, and subsequent to the date of this prospectus but prior to
the completion of the Global Offering, there may have been or may be press and media coverage regarding
us, our business, our industry and the Global Offering. Such press and media coverage may include
references to information that does not appear in this prospectus or that is inaccurate. We have not
authorized the publication of any such information contained in such press and media coverage. Therefore,
we make no representation as to the appropriateness, accuracy, completeness or reliability of any
information disseminated in the press or media and do not accept any responsibility for the accuracy or
completeness of any financial information or forward-looking statements contained therein. To the extent
that any of such information is inconsistent or conflicts with the contents of this prospectus, we expressly
disclaim responsibility for it. Accordingly, prospective investors should rely on only information included
in this prospectus and not on any of the information in press articles or other media coverage in deciding
whether or not to invest in our Global Offering. By applying to purchase our H Shares in the Global
Offering, you will be deemed to have agreed that you have not and will not rely on any information other
than that contained in this prospectus, the Global Offering, and any formal announcements made by us in
Hong Kong in relation to our Global Offering.
RISK FACTORS
–6 7–


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In preparation for the Listing, our Group has sought the following waivers from strict compliance
with the relevant provisions of the Listing Rules and exemption from strict compliance with the relevant
provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance:
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rules 8.12 and 19A.15 of the Listing Rules, an issuer must have sufficient management
presence in Hong Kong and, in normal circumstances, at least two of the issuer’s executive directors must
be ordinarily resident in Hong Kong.
Currently, all of our executive Directors reside in the PRC and for the foreseeable future will not be
ordinarily resident in Hong Kong. Our Group’s business operations are primarily conducted in the PRC,
our management headquarter, senior management and assets are primarily located in the PRC, and our
management is best able to attend to its function by being based in the PRC. It would be practically
difficult and commercially unnecessary for us to relocate two of our executive Directors to Hong Kong,
or to appoint additional executive Directors solely for the purpose of satisfying 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 compliance with Rules 8.12 and 19A.15 of the Listing Rules subject to, among others, the
following conditions:
(a) pursuant to Rule 3.05 of the Listing Rules, we have appointed two authorized representatives,
Dr. Ji, our executive Director, chairman of our Board, chief executive officer and general
manager, and Ms. Zhang Jingjie (“ Ms. Zhang ”), our joint company secretary, chief financial
officer and Board secretary, who will act as our Company’s principal channel of
communication with the Stock Exchange. Although Dr. Ji and Ms. Zhang resides in the PRC,
they possess valid travel documents and are able to renew such travel documents when they
expire to travel to Hong Kong. Each of our authorized representatives will be available to meet
with the Stock Exchange in Hong Kong within a reasonable time frame upon the request of the
Stock Exchange and will be readily contactable by telephone, facsimile and/or email (where
available). Each of our authorized representatives is authorized to communicate on our behalf
with the Stock Exchange. Our Company has been registered on September 12, 2025 as a
non-Hong Kong company under Part 16 of the Companies Ordinance and Ms. Ma Wing Yee
(“Ms. Ma ”), our joint company secretary who is an ordinarily resident in Hong Kong, has also
been authorized to accept service of legal process and notices in Hong Kong on behalf of our
Company;
(b) both of our authorized representatives have means to contact all our Directors (including our
independent non-executive Directors) promptly at all times as and when the Stock Exchange
wishes to contact our Directors for any matters. Our Directors who are not ordinarily resident
in Hong Kong possess or can apply for valid travel documents to visit Hong Kong and will be
able to meet with the Stock Exchange within a reasonable period of time, when required. Each
of our Directors has provided his/her respective mobile phone numbers, office phone numbers,
facsimile numbers and/or email addresses (where available) to our authorized representatives.
In the event that a Director expects to travel, he/she will endeavor to provide the phone number
of the place of his/her accommodation to our authorized representatives or maintain an open
line of communication via his/her mobile phone. Each of our Directors and authorized
representatives has provided his/her mobile phone numbers, office phone numbers, facsimile
numbers and/or email addresses (where available) to the Stock Exchange;
W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE
LISTING RULES AND EXEMPTION FROM THE COMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE
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(c) pursuant to Rule 3A.19 of the Listing Rules, we have appointed Somerley Capital Limited as
our compliance advisor (the “ Compliance Advisor ”), which shall have access at all times to
our authorized representatives, Directors, senior management and other officers of our
Company, and will act as an additional channel of communication between the Stock Exchange
and us; and
(d) meetings between the Stock Exchange and our Directors could be arranged through our
authorized representatives or the Compliance Advisor, or directly with our Directors within a
reasonable time frame. We will promptly inform the Stock Exchange of any changes of our
authorized representatives and/or the Compliance Advisor.
JOINT COMPANY SECRETARIES
According to Rules 3.28 and 8.17 of the Listing Rules and Chapter 3.10 of the Guide issued by the
Stock Exchange, the secretary of an issuer must be a person who has the requisite knowledge and
experience to discharge the functions of the company secretary and is either (i) a member of the Hong
Kong Chartered Governance Institute, a solicitor or barrister as defined in the Legal Practitioners
Ordinance (Chapter 159 of the Laws of Hong Kong) or a certified public accountant as defined in the
Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong); or (ii) an individual who,
by virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion of the
Stock Exchange, capable of discharging the functions of a company secretary.
According to Chapter 3.10 of the Guide, the waiver under Rule 3.28 of the Listing Rules will be
granted for a fixed period of time, but in any case, will not exceed three years from the Listing Date (the
“Waiver Period ”) and on the conditions that (i) the company secretary in question must be assisted by a
person who possesses the qualifications or experience as required under Rule 3.28 and is appointed as a
joint company secretary throughout the Waiver Period; and (ii) the waiver can be revoked if there are
material breaches of the Listing Rules by our Company.
We have appointed Ms. Zhang and Ms. Ma as our joint company secretaries. Ms. Zhang joined our
Group as our chief financial officer and Board secretary in September 2023, and is primarily responsible
for the overall supervision and management of financial and accounting affairs and company secretarial
matters of our Group. Our Directors are of the view that, having regard to Ms. Zhang’s thorough
understanding of the overall business operations and corporate governance matters of our Group, she is
considered as a suitable person to act as a company secretary of our Company. In addition, as our
headquarters and principal business operations are substantially based and conducted in the PRC, our
Directors believe that it is necessary to appoint Ms. Zhang as a company secretary whose presence in the
headquarters of our Group enables her to attend the day-to-day corporate secretarial matters of our Group
and to take the necessary actions in an effective and efficient manner.
However, given that Ms. Zhang does not possess a qualification stipulated in Rule 3.28(1) of the
Listing Rules nor the “relevant experience” set out in Rule 3.28(2) of the Listing Rules, she is not able
to solely fulfill the requirements as a company secretary of a listed issuer stipulated under Rules 3.28 and
8.17 of the Listing Rules. In order to provide support to Ms. Zhang, we have appointed Ms. Ma, an
associate member of both The Hong Kong Chartered Governance Institute and The Chartered Governance
Institute in the United Kingdom, who is qualified under Rule 3.28 of the Listing Rules, to act as the other
joint company secretary to closely work with and provide support to Ms. Zhang during the Waiver Period
so as to enable Ms. Zhang to acquire the relevant experience (as required under Rule 3.28(2) of the Listing
Rules) to duly discharge her duties as a company secretary of a listed issuer.
W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE
LISTING RULES AND EXEMPTION FROM THE COMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE
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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 3.28 and 8.17 of the Listing Rules in
relation to the appointment of Ms. Zhang as our joint company secretary on the condition that Ms. Zhang
will be assisted by Ms. Ma as our joint company secretary throughout the Waiver Period. Being an
assistant manager of SWCS Corporate Services Group (Hong Kong) Limited and by virtue of her
experience in corporate secretarial practice, Ms. Ma is, in our Directors’ opinion, a qualified and suitable
person to render assistance to Ms. Zhang so as to enable her to acquire the relevant experience (as required
under Rule 3.28(2) of the Listing Rules) to duly discharge her duties. In addition, Ms. Zhang will comply
with the annual professional training requirement under Rule 3.29 of the Listing Rules and will enhance
her knowledge of the Listing Rules during the Waiver Period. Our Company will further ensure that Ms.
Zhang has access to the relevant training and support that would enhance her understanding of the Listing
Rules and the duties of a company secretary of an issuer listed on the Stock Exchange.
Such waiver will be revoked immediately if and when Ms. Ma ceases to provide such assistance or
our Company commits any material breaches of the Listing Rules during the Waiver Period. Before the
expiry of such three-year period, we will liaise with the Stock Exchange to enable it to assess the then
experience of Ms. Zhang, having had the benefit of Ms. Ma’s assistance for three years, will have acquired
the relevant experience within the meaning of Rule 3.28 of the Listing Rules so that a further waiver will
not be necessary.
See “Directors, Supervisors and Senior Management” in this prospectus for the biographical
information of Ms. Zhang and Ms. Ma.
EXEMPTION FROM STRICT COMPLIANCE WITH SECTION 342(1) 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, the prospectus shall include the matters specified in Part I of the Third Schedule thereto and
the reports specified in Part II of the Third Schedule thereto.
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 the 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 the 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 the prospectus a report
prepared by our Company’s auditor with respect to the profits and losses and assets and liabilities of our
Company for each of the three financial years immediately preceding the issue of the prospectus.
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 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 interest of the investing public and compliance with any or all of such
requirements would be irrelevant or unduly burdensome, or is otherwise unnecessary or inappropriate.
W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE
LISTING RULES AND EXEMPTION FROM THE COMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE
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According to Rule 4.04(1) of the Listing Rules, the accountants’ report contained in the prospectus
must include, among others, the results of the company in respect of each of the three financial years
immediately preceding the issue of the 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 reference to “two financial years” or “two years,” as the case may be.
In compliance with the abovementioned requirements under the Listing Rules, the Accountants’
Report set out in Appendix I to this prospectus is prepared to cover the two financial years ended
December 31, 2025.
As such, we have applied to the SFC for, and the SFC has granted, a certificate of exemption from
strict compliance with the requirements under paragraph 27 of Part I and paragraph 31 of Part II of the
Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance regarding the
inclusion of an accountants’ report covering the full three financial years immediately preceding the issue
of this prospectus on the following grounds:
(a) we are a clinical-stage biotech company founded by a team of industrial experts in 2017,
dedicated to researching and developing innovative therapies for autoimmune, metabolic and
oncology diseases and falls within the scope of biotech company as defined under Chapter 18A
of the Listing Rules;
(b) the Accountants’ Report for each of the two financial years ended December 31, 2025 has been
prepared 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 the Companies (Winding Up
and Miscellaneous Provisions) Ordinance has been adequately disclosed in this prospectus
pursuant to the relevant requirements;
(d) given that Chapter 18A of the Listing Rules provides that the minimum track record period for
biotech companies in terms of financial disclosure is two years, strict compliance with the
requirements of section 342(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance and 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 for
our Company; and
(e) the Accountants’ Report covering the two financial years ended December 31, 2025, together
with other disclosures in this prospectus, has already provided adequate and reasonable
up-to-date information for the potential investors to make an informed assessment of the
business, assets and liabilities, financial position, management and prospects and to form a
view on the track record of our Company. Therefore, the exemption would not prejudice the
interest of the investing public.
The SFC has granted a certificate of exemption under section 342A of the Companies (Winding Up
and Miscellaneous Provisions) Ordinance exempting our Company from strict compliance with section
342(1)(b) 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 conditions that particulars of the
exemption are set out in this prospectus and this prospectus will be issued on or before June 12, 2026.
W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE
LISTING RULES AND EXEMPTION FROM THE COMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE
–7 1–


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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which the Directors 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 to the public with regard to the Group.
The 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
We have filed the required documents with the CSRC, and the CSRC has issued the filing notice
dated April 23, 2026, confirming our completion of the filing pursuant to the new filing regime introduced
by the Overseas Listing Trial Measures for the Global Offering, for the conversion of certain Unlisted
Shares into H Shares and the application for listing of the H Shares on the Stock Exchange.
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. The Global Offering comprises the Hong Kong Public Offering of initially
1,360,000 Offer Shares and the International Offering of initially 12,240,000 Offer Shares (subject to, in
each case, reallocation on the basis as set out in “Structure of the Global Offering” and, in case of the
International Offering, any exercise of the Over-allotment Option).
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. 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 herein
must not be relied upon as having been authorized by our Company, the Sole Sponsor, the Sole Overall
Coordinator, the Sponsor-Overall Coordinator, the Sole Global Coordinator, the Sole Bookrunner, the Sole
Lead Manager, the Capital Market Intermediary, the Underwriter, any of our or their respective directors,
officers, employees, advisors, agents or representatives, or any other persons or parties involved in the
Global Offering.
Neither the delivery of this prospectus nor any offering, sale or delivery made in connection with the
Offer Shares should, under any circumstances, create any implication that there has been no change or
development in our affairs since the date of this prospectus or that the information in this prospectus is
correct as of any date subsequent to the date of this prospectus.
Details of the structure of the Global Offering, including its conditions, are set out in “Structure of
the Global Offering”, and the procedures for applying for Hong Kong Offer Shares are set out in “How
to apply for Hong Kong Offer Shares.”
INFORMATION ON THE CONVERSION OF UNLISTED SHARES INTO H SHARES
Our Company has applied for the conversion of 59,999,605 Unlisted Shares into H Shares and see
“History, Development and Corporate Structure” and “Share Capital” in this prospectus for details of their
interests in our Company and relevant procedures for the conversion of Unlisted Shares into H Shares.
Such H Shares to be converted from Unlisted Shares are restricted from trading for a period of one year
after the Listing.
The relevant filing procedure in relation to the conversion of Unlisted Shares into H Shares has been
completed on April 23, 2026.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–7 2–


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RESTRICTIONS ON OFFER AND SALE 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/her/its acquisition of the Hong Kong Offer Shares to, confirm that
he/she/it is aware of the restrictions on the offer and sale of the Hong Kong Offer Shares described in this
prospectus.
No action has been taken to permit a public offering of the Offer Shares outside Hong Kong or the
distribution of this prospectus in any jurisdiction other than Hong Kong. Accordingly, and without
limitation to the following, this prospectus may not be used for the purpose of, and does not constitute,
an offer or invitation in any jurisdiction or in any circumstances where such an offer or invitation is not
authorized or to any person to whom it is unlawful to make such an offer or invitation for subscription.
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.
UNDERWRITING
The listing of our H Shares on the Stock Exchange is sponsored by the Sole Sponsor and the Global
Offering is managed by the Sole Overall Coordinator. The Hong Kong Public Offering is fully
underwritten by the Hong Kong Underwriter subject to the terms and conditions of the Hong Kong
Underwriting Agreement. The International Offering is expected to be fully underwritten by the
International Underwriter subject to the terms and conditions of the International Underwriting
Agreement. For more information on the Underwriter and the Underwriting Agreements, see
“Underwriting.”
APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
Our Company has applied to the Stock Exchange for the granting of the listing of, and permission
to deal in, the H Shares to be issued by us pursuant to the Global Offering (including any H Shares which
may be issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be converted
from the Unlisted Shares.
Dealings in the H Shares on the Stock Exchange are expected to commence on Tuesday, June 23,
2026. No part of our Shares is listed or dealt in on any other stock exchange, and no such listing or
permission to list is being or proposed to be sought on any other stock exchange as of the date of this
prospectus.
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 pursuant to this prospectus has been 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.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, our H Shares on the Stock
Exchange and 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 date of commencement of dealings in our H Shares on the Stock Exchange or on 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.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–7 3–


--- page 83 ---
All necessary arrangements have been made enabling our H Shares to be admitted into CCASS.
Investors should seek the advice of their stockbrokers or other professional advisors for details of the
settlement arrangements as such arrangements may affect their rights and interests.
H SHARE REGISTER AND STAMP DUTY
All H Shares issued pursuant to applications made in the Global Offering and 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, Computershare Hong Kong Investor Services Limited. Our principal register of
members will be maintained by us at our head office in the PRC.
Dealings in our H Shares registered in our H Share register will be subject to Hong Kong stamp duty.
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 our Shareholders as recorded on our H Share register of members 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 CSDC. An
H-share listed company shall transfer RMB cash dividends to the designated bank account of the Shenzhen
subsidiary of CSDC, who shall complete the clearing of cash dividends by distributing the cash dividends
to investors through domestic securities companies.
REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES
We have instructed our H Share Registrar, and it has agreed not to register the subscription, purchase
or transfer of any H Shares in the name of any particular holder unless and until the holder delivers a
signed form to our H Share Registrar in respect of those H Shares bearing statements to the effect that the
holder:
 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 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/her/its behalf with each of the Directors,
Supervisors, managers and officers whereby such Directors, Supervisors, 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 their making
an application or purchase, to have represented that they are not close associates of any of the Directors,
Supervisors or an existing Shareholder or a nominee of any of the foregoing.
PROFESSIONAL TAX ADVICE RECOMMENDED
You should consult your professional advisors if you are in any doubt as to the taxation implications
of subscribing for, purchasing, holding, disposal of, dealing in or the exercise of any rights in relation to
the H Shares. None of our Company, the Sole Sponsor, the Sole Overall Coordinator, the Sponsor-Overall
Coordinator, the Sole Global Coordinator, the Sole Bookrunner, the Sole Lead Manager, the Capital
Market Intermediary, the Underwriter, any of our or their respective directors, officers, employees,
advisors, agents or representatives, or any other persons or parties involved in the Global Offering accepts
responsibility for any tax effects on, or liabilities of, any person resulting from the subscription, purchase,
holding, disposal of, dealing in, or the exercise of any rights in relation to, the H Shares.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–7 4–


--- page 84 ---
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 unless otherwise stated.
However, if there is any inconsistency between the names of any of the entities mentioned in the English
prospectus that are not in the English language and are English translations, the names in their respective
original languages 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.
ROUNDING
Certain amounts and percentage figures, such as share ownership and operating data, included in this
prospectus may have been subject to rounding adjustments. Accordingly, figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures preceding them.
EXCHANGE RATE CONVERSION
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars at specified rates.
Unless otherwise specified, the translation of Renminbi into Hong Kong dollars, of Renminbi into
U.S. dollars and of Hong Kong dollars into U.S. dollars, and vice versa, in this prospectus was made at
the following rates:
RMB0.86998 to HK$1.00
RMB6.8187 to US$1.00
HK$7.83777 to US$1.00
No representation is made that any amounts in RMB or Hong Kong dollars can be or could have been
at the relevant dates converted at the above rate or any other rates or at all.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–7 5–


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DIRECTORS
Name Address Nationality
Executive Directors
Dr. Ji Jianxin (อ) Room 01, 2/F, Unit 3, Building 09
No. 8 Shenxianshu South Road
High-tech Zone, Chengdu
Sichuan Province
PRC
Chinese
Mr. Yang Xiangyu ( เജρ) Room 806, Unit 1, Building 11
Shengfei TOWN City
Shuangliu District, Chengdu
Sichuan Province
PRC
Chinese
Mr. Wu Zhen (ࣈRoom 1903, 19th Floor, Unit 1
Building 1, No. 998 Liangshui Road
Kangdexinyuan, Wenjiang District
Chengdu
PRC
Chinese
Ms. Zhang Yao ( ੵ䊦) No. 11, Unit 1, Aijia Xincheng
Residential Community
11 Yongsheng South Street
Wuhou District
Chengdu
PRC
Chinese
Non-executive Directors
Ms. Geng Xueli ( অኪ஁) No. 1 Qinghuayuan
Faculty & Staff Family Residence (Building
1) Haidian District
Beijing
PRC
Chinese
Mr. Du Jiangbo (تRoom 202, No. 15, Lane 55 Guangzhou Road
Yangpu District
Shanghai
PRC
Chinese
Mr. Wang Junfeng (ࢤڲRoom 502, Building 9,
Yard 4 Laiguangying West Road
Chaoyang District
Beijing
PRC
Chinese
Mr. Zhang Zhiyong (ۇRoom 7-3, Building 1
No. 28 Tianlongzhi Road
Yubei District
Chongqing
PRC
Chinese
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–7 6–


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Name Address Nationality
Independent non-executive Directors
Wong Jovi Chi Wing ( ˮқ࿲) Flat A, 29/F, BLK 2
Scenecliff
33 Conduit Road
Central Mid-Level
Hong Kong
Chinese
(Hong Kong)
Mr. Jiang He (ձ) 1-2-1102 Shanghai Garden
No. 52 Zijing South Road
Wuhou District, Chengdu
Sichuan
PRC
Canadian
Ms. Lin Fangzhu (϶) Room 5-401
No. 505 Kanghua Road
Gaoxin District
Chengdu
Sichuan Province
PRC
Chinese
Mr. Liu Zhe (ࡪRoom 704, Building 11
Xibahe Beili
Chaoyang District
Beijing
PRC
Chinese
SUPERVISORS
Note
Name Address Nationality
Mr. Tang Gaojia (৷ྗ) Room 302, Unit 1, Building 9
Xuefu Xinglin Phase II
No. 760 Longping Road
Yongning Street
Wenjiang District
Chengdu
PRC
Chinese
Ms. Wang Liqun ( ӓᘆ໊) Room 602, Unit 1, Building 11
Kangcheng Jiayuan
Wenjiang District
Chengdu
PRC
Chinese
Ms. Guo Qi ( ெೡ) Room 304, Unit 1, Building 20
Xinzhuang Community
Wenjiang District, Chengdu City
Sichuan Province
PRC
Chinese
Please refer to the section headed “Directors, Supervisors and Senior Management” in this
prospectus for further details of our Directors and Supervisors.
Note: Pursuant to the PRC Company Law, our Shareholders passed a resolution at our general meeting held on July 11, 2025 to
abolish the supervisory committee of the Company effective upon Listing. Following the abolishment of the supervisory
committee, the principal functions of the supervisory committee has been replaced by the Audit Committee.
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Sole Sponsor CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Sponsor-Overall Coordinator and Sole Overall
Coordinator
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Sole Global Coordinator CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Sole Bookrunner CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Sole Lead Manager CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Capital Market Intermediary CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Legal advisors to our Company As to Hong Kong and United States laws:
Sidley Austin
Level 39, Two International Finance Centre
8 Finance Street
Central
Hong Kong
As to PRC laws:
JunHe LLP
26/F HKRI Centre One
HKRI Taikoo Hui 288 Shimen Road (No. 1)
Shanghai
PRC
As to PRC intellectual property laws:
Hiways Law Firm
12/F, 1366 Lujiazui Ring Road
Shanghai
PRC
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Legal advisors to the Sole Sponsor and the
Underwriter
As to Hong Kong and United States laws:
Herbert Smith Freehills Kramer
23rd Floor, Gloucester Tower
15 Queen’s Road Central
Hong Kong
As to PRC laws:
Jingtian & Gongcheng
34th Floor, Tower 3
China Central Place
77 Jianguo Road
Chaoyang District
Beijing
PRC
Reporting Accountants and Auditor Deloitte Touche Tohmatsu
Certified Public Accountants
Registered Public Interest Entity Auditor
35/F One Pacific Place
88 Queensway
Hong Kong
Industry Consultant China Insights Industry Consultancy Limited
10/F, Building B, Jing’an International Center
No. 88 Puji Road
Jing’an District
Shanghai
PRC
Receiving Banks CMB Wing Lung Bank Limited
45 Des V oeux Road Central
Hong Kong
Industrial and Commercial Bank of China
(Asia) Limited
33/F, ICBC Tower
3 Garden Road
Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Headquarters and registered office in the PRC No. 501, 5/F, Unit 1, Building 4, No. 18
North Section of Bayi Road Yongning Town
Wenjiang District Chengdu
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 address www.hj3h.com
(information on this website does not form part of
this prospectus)
Joint Company Secretaries Ms. Zhang Jingjie ( ੵവᆎ)
Room 302, Building 2, Langshi Xihuafu
No. 777 Shengzhi Street
High-tech Zone, Chengdu
Sichuan Province
PRC
Ms. Ma Wing Y ee
ACG (CS, CGP); HKACG (CS, CGP)
40/F, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai
Hong Kong
Authorized Representatives Dr. Ji Jianxin (อ)
Room 01, 2/F, Unit 3, Building 09
No. 8 Shenxianshu South Road
High-tech Zone, Chengdu
Sichuan Province
PRC
Ms. Zhang Jingjie ( ੵവᆎ)
Room 302, Building 2, Langshi Xihuafu
No. 777 Shengzhi Street
High-tech Zone, Chengdu
Sichuan Province
PRC
Audit Committee Ms. Lin Fangzhu (϶) (Chairlady)
Mr. Jiang He (ձ)
Mr. Liu Zhe (ࡪ)
Remuneration and Appraisal Committee Ms. Lin Fangzhu (϶) (Chairlady)
Dr. Ji Jianxin (อ)
Mr. Jiang He (ձ)
CORPORATE INFORMATION
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Nomination Committee Dr. Ji Jianxin (อ) (Chairman)
Mr. Jiang He (ձ)
Ms. Lin Fangzhu (϶)
Compliance Advisor Somerley Capital Limited
20/F, China Building
29 Queen’s Road Central
Hong Kong
H Share Registrar Computershare Hong Kong Investor Services
Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
Principal bank Industrial and Commercial Bank of China,
Ltd. Chengdu Wenjiang Branch
No. 27, East Street, Liucheng Town
Wenjiang District, Chengdu
Sichuan Province
PRC
CORPORATE INFORMATION
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Certain information and statistics set out in this section have been extracted from various
official government publications, available sources from public market data providers and an
Independent Third-Party source, China Insights Consultancy. The report prepared by China
Insights Consultancy and cited in this document was commissioned by us. We believe that the
sources of this information are appropriate sources for such information and have taken
reasonable care in extracting and reproducing such information. We have no reason to believe
that such information is false or misleading or that any fact has been omitted that would render
such information false or misleading. The information from official government sources has not
been independently verified by us, the Sole Sponsor, the Sole Overall Coordinator, the Sole Global
Coordinator, the Sole Bookrunner and the Sole Lead Manager, the Underwriter, any of their
respective directors, employees, agents or advisers or any other person or party involved in the
Global Offering, and no representation is given as to its accuracy, fairness and completeness. For
discussion of the risks relating to our industry, see “Risk Factors” in this prospectus.
THE TYK2 DRUG MARKET
Atopic Dermatitis (AD)
Overview
AD is a widespread skin condition in China and globally. It causes dry, itchy, and inflamed skin and
often starts in young children. AD is a chronic, relapsing condition characterized by flare-ups that require
more intensive treatment. These symptoms can lower patients’ quality of life and lead to psychological
problems.
Prevalence and Market Size of AD in China
In China, the prevalence of AD has shown a slight increase over the past decade, attributed to
changes in lifestyle and environmental factors, and is estimated at over 10% among children and
approximately 6% among adults. In China, the prevalence of AD was approximately 54.5 million patients
in 2020 and 54.8 million patients in 2025, and is expected to reach 55.3 million patients by 2030. Among
these patients, about 73% of AD cases are mild (SCORAD 0-24), roughly 25% are moderate (SCORAD
25-50) and around 2% are severe (SCORAD > 50). Mild-to-moderate AD accounts for approximately 98%
of total AD cases, corresponding to approximately 53.4 million patients in 2020, 53.5 million patients in
2025, and 54.2 million patients in 2030 in China, in which adults account for more than 50%, while
adolescents represent over 15% of the patient population. Notably, the prevalence among children aged 1
to 7 years is more than five times that observed in infants (0 to 1 year).
In 2025, mild, moderate and severe AD represented approximately 18%, 56% and 26%, respectively,
of the AD drug market in China. From 2020 to 2025, market growth was mainly driven by moderate and
severe AD, primarily due to the approval and increasing adoption of biologics and JAK inhibitors for
patients requiring systemic treatment. From 2025 to 2030, moderate and severe AD are expected to remain
the key growth segments, driven by continued treatment escalation and increasing penetration of systemic
therapies. The following chart illustrates the historical and projected growth of the market size of AD
drugs in China:
Market size of AD drug market in China, 2020-2030E
RMB billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
Total AD 24.6% 12.2%
5.6% 10.9%Mild AD
27.0% 11.8%Moderate AD
53.9% 13.8%Severe AD
2.0
2.6
0.50.5
5.1
2.1
2.9
0.60.6
5.5 2.2
4.8
1.11.1
8.2 2.3
6.2
2.0
10.4 2.3
6.7
3.1
12.1 2.7
8.6
4.0
15.3 3.0
9.6
4.6
17.2 3.2
11.1
5.4
19.7 3.4
12.2
6.2
21.8 3.9
13.6
6.9
24.5 4.5
15.1
7.6
27.2
Source: Chin J Dermatol, CIC
INDUSTRY OVERVIEW
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The AD treatment drug market in China has experienced rapid growth historically, with a CAGR of
about 24.6% from 2020 to 2025, expanding from approximately RMB5.1 billion in 2020 to RMB15.3
billion by 2025. The market is currently characterized by a lack of highly specific drugs and insufficient
efficacy in existing treatments, leading to a relatively stable but unmet clinical demand landscape.
Looking forward, the momentum driving growth includes the emergence of innovative drug targets such
as TYK2 inhibitors and IL-4/13 blockers, the development of new formulations and targeted delivery
systems, and improving healthcare infrastructure and disease awareness. These factors, combined with
increasing patient diagnosis and access to biologics, are expected to foster accelerated market expansion.
The market is projected to grow at a CAGR of 12.2% from 2025 to 2030, reaching approximately
RMB27.2 billion by 2030 signaling robust future opportunities in China’s AD drug sector.
Traditional and Innovative Targeted Therapies
The following chart illustrates the treatment pathways for AD in China:
Treatment pathways of AD
Mild
(SCORAD:
0 ~ 24)
Moderate
(SCORAD:
25 ~ 50)
Severe
(SCORAD:
> 50)
• Symptomatic treatment with topical corticosteroids (TCS)/Topical
calcineurin inhibitors (TCI)/topical Phosphodiesterase-4 (PDE-4)
inhibitors
 For concurrent infection: antimicrobial treatment
 For associated allergies or severe itching: oral antihistamines
 For pediatric patients and those with corticosteroid
contraindications: AhR agonists
 Proactive maintenance treatment with TCS/TCI/topical PDE-4
inhibitors
 Narrow-band ultraviolet B (NB-UVB) or Long-wave ultraviolet A1
(UVA1) therapy
 Biologics (e.g., dupilumab)
 For moderate-to-severe or refractory cases poorly controlled by
other systemic treatments: oral JAK (Janus kinase) inhibitors (e.g.,
upadacitinib, abrocitinib)
 For severe cases unresponsive or unsuitable for conventional
therapies: systemic immunosuppressants (e.g., ciclosporin)
 For acute severe exacerbations: short-term systemic
corticosteroids when necessary
Basic
treatment
 Health
education to
avoid
triggers
 Use of
moisturizers
and
emollients
Short-term goals
3 months:
 Itch relief (PP-NRS reduction ≥ 3)
 Skin lesion improvement (EASI50)
 Improved quality of life (DLQI reduction
≥ 4)
6 months:
 Sustained itch control (PP-NRS ≤ 4)
 Continued skin lesion improvement
(EASI75)
 Significantly improved quality of life
(DLQI ≤ 5)
Long-term goals
 Sustained itch control (PP-NRS ≤ 4)
 Continued skin lesion improvement
(EASI75)
 Significantly improved quality of life
(DLQI ≤ 5)
 Long-term disease control (ADCT < 7)
Treatment goal assessment
If all criteria are
met: continue
treatment
If 1-2 criteria are
met: discuss with
the patient
whether to adjust
the treatment
plan
If none of the
criteria are met:
adjust the
treatment plan
Notes: PP-NRS: peak pruritus numerical rating scale; EASI: eczema area and severity index; DLQI: dermatology life quality index;
ADCT: atopic dermatitis control tool.
Source: Expert consensus on the application and management of therapeutic drugs for atopic dermatitis (2024), Expert consensus
on topical treatment and management of atopic dermatitis (2025), Chin J Dermatol, CIC
Treatment options generally vary by disease severity. Mild AD is primarily managed with basic skin
care, moisturizers and topical prescription therapies, including low- to medium-potency topical
corticosteroids and topical calcineurin inhibitors, while topical PDE-4 inhibitors, such as crisaborole, may
be considered for patients inadequately controlled by conventional topical treatments. Patients in this
segment generally place greater emphasis on convenience, tolerability, safety and affordability. Moderate
AD is treated with a broader range of topical therapies, including medium- to high-potency topical
corticosteroids and topical calcineurin inhibitors, and, for patients with inadequate disease control,
recurrent flares or material impact on quality of life, systemic or targeted therapies such as biologics and
JAK inhibitors may be considered. Severe AD generally requires systemic disease control, with higher use
of biologics, JAK inhibitors, conventional systemic immunosuppressants and, in selected cases, short-term
systemic corticosteroids. Physicians and patients in moderate-to-severe AD generally place greater
emphasis on efficacy, rapid itch relief, durability of response and quality-of-life improvement. In addition,
AhR agonists can be used to treat mild-to-moderate atopic dermatitis in adults and children aged 2 years
and older, offering a safer treatment option for pediatric patients and those with contraindications to
corticosteroids.
In clinical practice, physician prescribing patterns further reflect the above severity-based approach.
For topical therapies, TCIs and TCS remain the most commonly selected topical agents among Chinese
dermatologists, selected by 81.40% and 79.84% of respondents, respectively, while PDE-4 inhibitors were
selected by 18.25%. For moderate-to-severe AD, commonly selected systemic treatments in Chinese
INDUSTRY OVERVIEW
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physician surveys include compound glycyrrhizin, systemic corticosteroids and biologics, selected by
66.78%, 48.85% and 47.79% of dermatologists, respectively. From the patient perspective, preference
studies suggest that patients generally prefer less invasive and more convenient modalities, with topical
therapies preferred over oral therapies and oral therapies preferred over injectable therapies. This
preference is partly attributable to the clinical and practical advantages of topical therapies, which enable
localized, high-concentration treatment with limited systemic exposure and a favorable safety profile
relative to systemic therapies. However, topical therapies may still be associated with local skin reactions
and adherence challenges due to frequent and prolonged application. Among topical formulations,
ointments may be preferred over creams in certain studies.
In recent years, significant advances in understanding AD’s underlying mechanisms have facilitated
the emergence of biologics and small molecule inhibitors, offering more targeted and more effective
treatment options. JAK inhibitors represent a key targeted therapy class for the treatment of AD,
particularly for patients with moderate-to-severe disease who require systemic disease control. JAK
inhibitors block JAK/STAT signaling, which regulates multiple immune pathways implicated in AD, as
well as epidermal barrier function and pruritus-related neuronal signaling, offering a targeted approach to
AD management. Compared with broader JAK inhibitors that carry black box warnings, TYK2 inhibitors
more selectively target immune pathways while largely sparing those involved in hematopoiesis and
metabolism, which may reduce severe side effects. Their improved safety profile and oral or potential
topical formulations may make them more suitable for pediatric and long-term use.
As of the Latest Practicable Date, there has been no TYK2 inhibitors approved in China to treat AD.
The treatments of AD include corticosteroids, JAK inhibitors, aryl hydrocarbon receptor (AhR) agonists,
monoclonal antibodies, calcineurin, and PDE-4 inhibitors, with a targeting patient group reaching 54.8
million in China in 2025. The following chart illustrates number of approved drugs in China and globally
and treatment comparisons for AD as of the Latest Practicable Date:
Number of approved drugs and treatment comparisons in AD, as of the Latest Practicable Date
MoA
No. of
approved
drugs in China
No. of
approved
drugs globally
Representative
drugs Company Target 2025
NRDL
Approval
in China
Approval
in U.S. Advantages Limitations
Corticosteroids 64
Meprednisone
Brand names vary by
manufacturer
/G R Y e s Y e s Y e s
• Rapid relief of inflammation
and itching
• Well-established topical use
• Widely experienced
clinical use
• Long -term use risks skin
thinning, pigment changes,
dependence
• Non-specific immune
suppression
• Relapse risk
• Caution in children
JAK inhibitors 34
Abrocitinib
Cibinqo
®/ᑂᗻਥ® Pfizer JAK1 Yes Yes Yes • Oral or topical forms
• Fast onset
• Block multiple inflammatory
signaling pathways
• Effective for refractory
cases
• Black -box warning of pan -JAK
inhibitors
• Side effects including
headache, nausea, higher
infection risk, potential
cardiovascular events
Upadacitinib
Rinvoq
®/⪔⿅® AbbVie JAK1 Yes Yes Yes
Ruxolitinib
Opzelura®/ↆᲤ◚® CMS/Incyte JAK1, 2 - No Yes
Baricitinib
Olumiant®㢴‸᱄® Eli Lilly JAK1, 2 - No Yes
Ivarmacitinib
㢴䙕䚊® Hengrui JAK1 Yes Yes No
AhR agonists 11 Benvitimod
Vtama®/◚㄁㗄® Jumpcan/Thederma AHR No Yes Yes
• Modulates skin barrier
and immune response
• Reduces inflammation
and itch
• Efficacy and safety need
further validation
Monoclonal
antibodies 24
Stapokibart
ᓭᚻ䚊® Keymed IL-4Rα Yes Yes No • Target specific inflammatory
pathways (e.g., dupilumab
targets IL-4/IL-13)
• Significant efficacy
• Injection-related inconvenience
• High cost
• Not all patients achieve
complete remission
• Side effects like conjunctivitis
Dupilumab
Dupixent
®/䚊ᗻ࿛® Sanofi IL-4Rα Yes Yes Yes
PDE-4 inhibitors 13 Crisaborole
Eucrisa®/㡈ග᱄® Pfizer PDE-4 Yes Yes Yes • Suitable for mild to moderate
cases
• Less effective than JAK
inhibitors
• May cause gastrointestinal
discomfort
Calcineurin 34
Tacrolimus
Protopic®/Ფ⢯ⳤ® Leo Pharma Calcineurin/
FKBP12 Yes Yes Yes
• Steroid -sparing anti-
inflammatory therapy
• Suitable for sensitive skin
areas
• Local burning or irritation at
application site
• Black-box warning on long-
term malignancy risk
Pimecrolimus
Elidel®/ᝑ响ᗍ®
Viatris
Healthcare
Calcineurin/
FKBP12 Yes Yes Yes
Ciclosporin
Neoral®/᯦ኧ൦᱄® Novartis Calcineurin/
Cyclophilin Yes Yes Yes
Note:
(1) Conventional immunosuppressants, such as methotrexate and azathioprine, may be used off-label or referenced in clinical
guidelines for selected moderate-to-severe AD patients, but are not included in the approved-drug count in the table as they
are not approved specifically for AD.
Source: NMP A, FDA, EMA, PMDA, CIC
INDUSTRY OVERVIEW
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Competitive Landscape of Targeted Drugs for AD
The following table summarizes all targeted drugs approved by the NMPA in China for the treatment
of AD as of the Latest Practicable Date. In contrast, no topical TYK2 inhibitors had been approved or
marketed in China or globally as of the Latest Practicable Date:
NMPA approved targeted drugs with the indication of AD
Drug name Brand name Targets Admin. Company Approval date Approved indications NRDL first-
included year
Price
in 2025 (RMB)
Crisaborole Eucrisa®/㡈ග᱄® PDE-4 Topical Pfizer
2020/7/29 • Mid-mod AD in infants aged 2 years and older
2021 ~160/unit
(30g)2023/8/1 • Mid-mod AD in infants aged 3 months and older
Upadacitinib Rinvoq®/⪔⿅® JAK1 Oral AbbVie 2022/2/18 • Refractory mod -severe AD in adults and adolescents aged
12 years and older 2022 ~1,830/unit
(15mg*28)
Abrocitinib Cibinqo®/ᑂᗻਥ® JAK1 Oral Pfizer
2022/4/8 • Refractory mod-severe AD in adults
2022 ~950/unit
(100mg*14)2024/2/23 • Refractory mod-severe AD in adolescents aged 12 years
and older
Dupilumab Dupixent®/䚊ᗻ࿛® IL-4Rα Injection Sanofi
2020/6/17 • Mod-severe AD in adults
2020 ~1,510/unit
(300mg)
2021/9/7 • Mod-severe AD in adolescents aged 12 years and older
2022/2/18 • Mod-severe AD in children aged 6 years and older
2023/5/26 • Mod-severe AD in children and infants aged 6 months to 5
years
Stapokibart ᓭᚻ䚊® IL-4Rα Injection KeyMed 2024/9/10 • Mod-severe AD in adult patients 2025 ~1,039/unit
(300mg)
Benvitimod Vtama®/◚㄁㗄® AhR Topical Jumpcan/TheD erma 2024/11/22 • Mild to moderate AD in patients aged 2 years and older - 360/unit
(15g)
Ivarmacitinib 㢴䙕䚊® JAK1 Oral Hengrui 2025/4/1 • Mod-severe AD in adult patients 2025 ~1,906/unit
(4mg × 28)
Notes: PDE-4: phosphodiesterase-4; AhR: aryl hydrocarbon receptor .
Source: NMP A, FDA, EMA, PMDA, CIC
As of the Latest Practicable Date, 26 drug candidates targeting the JAK family had been registered
in China for the treatment of AD, of which nine were TYK2 inhibitors, comprising three drug candidates
selectively targeting TYK2 and six drug candidates targeting TYK2 in combination with other JAK family
members. The following table summarizes these drug candidates as of the Latest Practicable Date:
Pipelines of TYK2 or JAK targeted drug registered in CDE in AD treatment
Drug Name Target Formulation Indication Company Phase First Posted Date Trial Number
Pumecitinib
(PG-011) JAK1, 2 Topical Mild-mod AD in teenagers and adults Beijing Primegene NDA 2026/2/11 -
Ivarmacitinib JAK1 Topical Mild-mod AD in adults Hengrui NDA 2025/2/15 -
Ruxolitinib Cream JAK1, 2 Topical Mild-mod AD in teenagers and adults Incyte/China Medical System NDA 2026/2/25 -
Tofacitinib (MH004) JAK1, 2 Topical Mild-mod AD in teenagers and adults Minghui NDA 2026/4/3 -
Zemprocitinib
(LNK01001) JAK1 Oral Mod-severe  AD in adults Lynk Pharmaceuticals NDA 2026/4/8 -
Gecacitinib JAK1, 2, 3/TYK2/ALK2 Oral Mod-severe AD in adults Zelgen III 2022/6/21 CTR20221417
Soficitinib
(ICP-332) TYK2 Oral
Mod-severe AD in adults Innocare Pharma III 2024/8/26 CTR20243202
Mod-severe AD in teenagers Innocare Pharma II 2026/5/6 CTR20261421
VC005 JAK1 Oral Moderate to AD in adults Jiangsu Vcare III 2024/12/13 CTR20244630
Abrocitinib JAK1 Oral Mod-severe AD in aged 6 to 12 year old children Pfizer III 2025/10/14 CTR20253946
QY201 JAK1/TYK2 Oral Mod-severe  AD in adults E-Nitiate III 2025/2/7 CTR20244696
QLM3003 JAK1, 2, 3 Topical Mild-mod AD in adults Qilu III 2025/3/31 CTR20250987
LW402 JAK1 Oral Mild-mod AD in adults Shanghai Longwood III 2026/1/27 CTR20260288
VC005 JAK1 Topical Mild-mod AD in teenagers and  adults Jiangsu Vcare III 2026/4/23 CTR20261540
MDI-1228 JAK Topical Mild-mod AD in adults Rui-Inno Pharma II 2023/9/27 CTR20233049
JYP0061 JAK1 Oral Mod-severe AD in adults Guangzhou Jiayue II 2023/11/9 CTR20233559
TUL01101 JAK1 Oral Mod-severe AD in adults Zhuhai United II 2023/11/13 CTR20233576
TUL01101 JAK1 Topical Mild-mod AD in adults Zhuhai United II 2024/3/13 CTR20240878
HJ787 TYK2 Topical Mild-mod AD in adults HJ Science II 2024/7/29 CTR20242529
WXFL10203614 JAK1 Oral Mod-severe AD in adults Wuxi Fortune II 2024/8/14 CTR20242982
ZL-82 JAK3 Oral Mod-severe AD in adults Zenitar II 2025/4/30 CTR20251409
LNK01004 JAK1, 2, 3/TYK2 Topical AD Lynk Pharmaceuticals II 2025/2/10 CTR20250432
H018 JAK1 Topical AD Jiangsu Carephar II 2025/8/4 CTR20253018
CMS-D001 TYK2 Oral Mod-severe  AD in adults Hainan Dermavon II 2026/1/19 CTR20260084
HL-300 JAK1, 2/TYK2 Topical Mild-mod AD in adults Highlight Pharma Ib/II 2026/4/28 CTR20261611
QY211 JAK1/TYK2 Topical Mild-mod AD in adults E-Nitiate I 2023/2/15 CTR20230357
Girocitinib
(TLL-018) JAK1/TYK2 Oral AD Highlight Pharma I 2023/7/7 CTR20231983
Note:
(1) The “First Posted Date” reflects the initial posting date on the CDE website for clinical-stage pipelines and the NMPA
acceptance date for NDA-stage pipelines.
Source: CDE, CIC
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Market Drivers and Future Trends of Targeted Drugs for AD in China
 TYK2 inhibitors are an important emerging option for AD treatment. Their greater selectivity
may offer an improved safety profile while modulating multiple inflammatory pathways
involved in AD, making them a promising option for long-term disease control. Their potential
to modulate multiple key inflammatory pathways involved in AD, while minimizing systemic
immunosuppression, makes them a promising therapeutic option, especially for long-term
disease control and patients at higher risk from broader JAK inhibition. Topical TYK2
formulations in development may further expand treatment options with minimal systemic
exposure.
 Pediatric and chronic disease management. Children account for a large share of AD patients,
and early onset and recurrent symptoms drive demand for safer and more effective long-term
treatments than traditional corticosteroids. As AD is increasingly recognized as a chronic
condition linked with other allergic and immune diseases, more integrated and targeted
long-term management is needed.
Acne Vulgaris (A V)
Overview
A V is a chronic inflammatory disorder that affects the hair and oil glands, often lasting a long time.
It commonly starts during adolescence, triggered by Cutibacterium acnes, a type of bacteria, and
influenced by levels of dehydroepiandrosterone in the body. While A V is not life-threatening, it can cause
scarring, irritation, and significant psychological effects. The introduction of new medications aimed at
more effectively managing inflammation, excessive oil production, and microbial imbalance is anticipated
to transform the current treatment paradigm.
Prevalence and Market Size of AV in China
In China, the prevalence of A V was approximately 118.3 million patients in 2020 and 122.1 million
patients in 2025, and is estimated to increase to 127.2 million patients by 2030. Among these patients,
approximately 68%, 26% and 6% of patients were classified as having mild, moderate and severe A V ,
respectively. Mild-to-moderate A V accounts for approximately 94% of total A V cases, corresponding to
approximately 111.2 million, 114.8 million and 120.0 million patients in 2020, 2025 and 2030,
respectively.
In China, the A V drug market can be segmented into mild, moderate and severe A V markets, which
represented approximately 35%, 45% and 20%, respectively, of the overall A V drug market in 2025.
Moderate A V represented the largest segment, primarily due to its sizable patient base and higher rates of
physician visits and prescription drug use. The A V market structure has remained relatively stable
historically and is expected to remain broadly stable going forward, while moderate and severe A V are
expected to grow slightly faster, mainly driven by higher treatment intensity and the potential adoption of
newer topical and systemic therapies.
The following chart illustrates the historical and projected market size of A V drugs in China:
Market size of A V drug in China, 2020-2030E
RMB billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
Total A V 6.8% 4.9%
4.3% 4.0%Mild A V
8.2% 5.3%Moderate A V
8.4% 5.4%Severe A V
1.5
1.6
0.7
3.8
1.6
1.8
0.8
4.2
1.7
2.0
0.9
4.5
1.7
2.1
0.9
4.8
1.8
2.3
1.0
5.0
1.9
2.4
1.1
5.3
1.9
2.5
1.1
5.5
2.0
2.6
1.2
5.8
2.1
2.8
1.2
6.1
2.2
2.9
1.3
6.4
2.3
3.1
1.4
6.7
Source: Acta Derm V enereol, CIC
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China’s A V drug market has grown steadily, expanding from roughly RMB3.8 billion in 2020 to
RMB5.3 billion in 2025, representing a CAGR of 6.8%. The market remains anchored in traditional,
non-specific therapies such as antibiotics and retinoids, options constrained by limited efficacy, notable
skin irritation and mounting antibiotic resistance, which keeps the market relatively stable yet
underserved. Looking ahead, momentum is expected to shift as novel mechanisms (notably TYK2
inhibitors), improved topical formulations with advanced delivery systems, and rising disease awareness
and diagnosis rates begin to reshape treatment patterns. Together, these factors are projected to support a
more moderate 4.9% CAGR from 2025 to 2030, sustaining growth while broadening clinical and
commercial opportunities in China’s acne treatment landscape.
Treatment Pathways
Treatment options generally vary by disease severity. Mild A V is primarily managed with topical
therapies, including topical retinoids, benzoyl peroxide, azelaic acid and other topical agents, with patients
generally placing greater emphasis on convenience, tolerability, safety and affordability. Moderate A V is
commonly treated with combination topical therapies and, for patients with more inflammatory lesions or
inadequate disease control, oral antibiotics or oral isotretinoin may be considered. Severe A V generally
requires systemic treatment, including oral isotretinoin as a key option and topical therapies as adjunctive
treatment, with systemic glucocorticoids available for short-term rapid control. Physicians and patients in
moderate-to-severe A V generally place greater emphasis on efficacy, onset of action, relapse prevention,
long-term disease control and improvement in acne-related scarring and quality of life. In addition, for
female patients, androgen receptor antagonists can also be considered as one of the systemic treatment
options.
In clinical practice, physician prescribing patterns generally follow a step-care approach. Topical
therapy remains a core component of A V treatment, with 97% of surveyed Chinese dermatologists
incorporating topical agents into their regimens. Among these, topical retinoids, such as adapalene, and
oxidizing agents, such as benzoyl peroxide, are commonly used options. From the patient perspective,
current treatment experience highlights significant unmet needs. Survey data show that 62.9% of patients
discontinued topical medication within one month, primarily due to perceived slow onset of action. This
gap between the broad clinical use of topical therapies and patient adherence challenges indicates
continued demand for next-generation topical agents with improved efficacy, faster onset and better
tolerability.
The following chart illustrates treatment pathways of A V:
Treatment pathways of acne vulgaris
Acne severity Manifestation Level I recommendation Level II recommendation Not recommended Women’s choice Maintenance therapy
Mild Comedones • Topical retinoid
• Benzoyl peroxide
• Salicylic acid
• Comedone extraction
• Alpha hydroxy acid
• Traditional Chinese medicine
• Oral and topical
antibiotics / • Topical retinoid ±
Benzoyl peroxide
Moderate Papules/pustules
• Topical retinoid + Benzoyl peroxide/
Topical antibiotic ± Oral antibiotic
• Benzoyl peroxide + Topical antibiotic
• Oral antibiotic + Topical retinoid ± Benzoyl
peroxide/Topical antibiotic
• Oral isotretinoin monotherapy
• Blue ± red light
• Photodynamic therapy
• Laser
• Alpha hydroxy acid
• Traditional Chinese medicine
• Single systemic therapy
• Single topical therapy • Oral antiandrogen drugs • Topical retinoid ±
Benzoyl peroxide
Severe Cysts, nodules
• Oral isotretinoin monotherapy+ Benzoyl
peroxide/Topical antibiotic
• Oral antibiotic + Benzoyl peroxide/Topical
antibiotic followed by oral isotretinoin
• Oral antibiotic + Topical retinoid ± Benzoyl
peroxide
• Photodynamic therapy
• Systemic glucocorticoids
• Traditional Chinese medicine
• Single topical therapy
• Oral antibiotic
monotherapy
• Oral antiandrogen drugs • Topical retinoid ±
Benzoyl peroxide
Source: Chinese Guidelines for the Management of Acne Vulgaris (2024), CIC
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As of the Latest Practicable Date, no TYK2 inhibitors had been approved for the treatment of A V in
China. The treatments of A V include retinoids, corticosteroids and hormones, and antibiotics and
antimicrobials, with a targeting patient group reaching 122.1 million in China in 2025. The following chart
illustrates number of approved drugs in China and globally and treatment comparisons for A V as of the
Latest Practicable Date:
Number of approved drugs and treatment comparisons in A V , as of the Latest Practicable Date
MoA
No. of
approved
drugs in China
No. of
approved
drugs globally
Representative
drugs Company Target 2025
NRDL
Approval
in China
Approval in
the U.S. Advantages Limitations
Retinoids 31 0
Adapalene
Differin®/˖® Galderma RAR-β/
RAR-γ Yes Yes Yes
Tretinoin
Retin-A® J&J
RAR-α/
RAR-β/
RAR-γ
Yes No1 Yes
Trifarotene
Aklief®
Galderma
SA RAR-γ –N o Y e s
Oxidizing agent 11 Benzoyl peroxide
Benzac®/⨣䌳® Galderma – Yes Yes Yes
Androgen
receptor
antagonists
01 Clascoterone
Winlevi®
Cosmo
Pharma AR – No Yes
• Normalize follicular
hyperkeratinization and block
inflammatory pathways
• Effective for both comedonal and
inflammatory acne
• Enhances penetration of other
topical agents
• Skin irritation, dryness, peeling,
photosensitivity
• Therapeutic effect may take
weeks to months
• Some variability in tolerability
among different retinoids
Corticosteroids
and hormones 44
Drospirenone +
Ethinylestradiol
Yaz®/ᙓ᱄®
Bayer anti-
androgenic No No Yes
• Oral corticosteroids useful for
short-term flare control, especially
with isotretinoin
• Intralesional corticosteroids
effective for painful
inflammatory cysts
• Hormonal agents regulate
androgen-driven acne
• Systemic corticosteroids have
risks of side effects; not for
long-term use
• Hormonal agents take weeks to
months for effect; not suitable
for all patients
Antibiotics and
antimicrobials -
2 -2
Erythromycin
㓘䴿㍖
(Brand name varies)
–
50S
ribosomal
inhibitor
Yes Yes Yes
Clindamycin
᷍䴿㍖
(Brand name varies)
–
50S
ribosomal
inhibitor
Yes Yes Yes
• Reduce C. acnes bacterial
colonization; anti-inflammatory
properties
• Often used in combination with
benzoyl peroxide to enhance
efficacy
• Oral antibiotics effective for
moderate to severe inflammatory
acne
• Risk of antimicrobial resistance,
especially with prolonged or
monotherapy use
• Side effects include
gastrointestinal upset, yeast
infections, allergic reactions
• Rapidly reduces C. acnes
colonization through oxidative
antibacterial activity
• No known risk of bacterial
resistance
• Mild comedolytic and
anti-inflammatory effects
• Commonly causes dryness,
irritation, peeling, burning or
stinging
• Local tolerability may limit
adherence, especially in
sensitive skin
• Targets androgen signaling locally
in the skin
• Reduces sebum production and
inflammation without systemic
hormonal therapy
• Local application-site reactions
may occur, such as erythema,
dryness or irritation
• Clinical effect may take several
weeks to become apparent
Notes: RAR: retinoic acid receptor;
(1) Only generic drugs of Tretinoin was approved by NMPA for A V treatment in China
(2) The approval number is not readily estimable, as certain agents are used based on guidelines or established clinical practice
rather than indication-specific approvals
Source: NMP A, FDA, EMA, PMDA, CIC
Competitive Landscape of Targeted Drugs for AV
The table below sets forth details of drug candidates registered with the CDE for A V as of the Latest
Practicable Date:
Clinical phase pipelines for A V treatment in China, CDE-registered, as of the Latest Practicable Date
Drug Name Target Formulation Indication Company Phase First Posted Date1 Trial Number
Denifanstat FASN Oral Mod-severe AV Ascletis Pharma NDA 2025-12-04 -
Tazarotene
Clindamycin Cream2
RAR/g69/RAR-γ/50S
ribosomal sub-unit Topical Mod AV Sanjiu NDA 2026-01-10 -
Clascoterone AR Topical AV Cosmo/3SBio III 2024-04-09 CTR20241222
Trifarotene RAR-γ Topical AV Galderma SA III 2025-06-25 CTR20252487
5-ALA Photosensitizer4 Oral Mod-severe AV Fudan Zhangjiang II 2021-12-10 CTR20212082
GT20029 AR Topical AV Suzhou Kintor II 2024-03-22 CTR20240799
Pyrilutamide AR Topical Mod-severe AV Suzhou Kaixi II 2024-06-04 CTR20241858
HJ787 TYK2 Topical AV Our company II 2025-02-25 CTR20250633
KR230109 RAR-γ Topical AV Jiangxi kerui II 2025-12-23 CTR20255054
WSK-V108E3 Virulence factors4 Injection Mild-mod AV WestVac I 2025-12-05 CTR20254829
PD-DP-008 Antimicrobial peptide4 Topical Mild-mod AV Hunan Jiudian I 2025-02-14 CTR20250456
ITR2202 - Topical AV SoliPharma I 2024-11-05 CTR20244126
Notes: RAR: retinoic acid receptor; F ASN: fatty acid synthase; AR: androgen receptor; CAMP toxins: Christie—Atkins—Munch-
Petersen toxins;
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(1) The “First Posted Date” reflects the initial posting date on the CDE website for clinical-stage pipelines and the NMPA
acceptance date for NDA-stage pipelines.
(2) Fix-dose combination.
(3) Vaccine for A V .
(4) For WSK-V108E, PD-DP-008 and 5-ALA, “target” refers to the target pathogen, bacterial structure, virulence factor or
therapeutic mechanism rather than a conventional human molecular target.
Source: CDE, CIC
Market Drivers and Future Trends of Targeted Drugs for AV in China
 Increasing demand for topical therapies with improved tolerability and no resistance concerns.
Topical therapies remain the cornerstone of A V treatment in China, particularly for mild-to-moderate
A V and as adjunctive options for more severe disease. While antibiotics, retinoids and hormonal
therapies are widely used, they may be associated with limitations such as antibiotic resistance
concerns, local irritation, recurrence and adherence challenges. As a result, new locally acting topical
therapies with anti-inflammatory effects, low irritation risk, convenient dosing and no risk of
inducing antibiotic resistance are expected to gain increasing clinical relevance.
 Growing diagnosis, treatment awareness and aesthetic demand. Increasing awareness of A V as
a chronic inflammatory skin disease, together with rising demand for appearance-related care, is
expected to expand the treated population and support earlier and more standardized treatment. This
trend may be particularly relevant among adolescents and young adults, where treatment willingness
is influenced by acne severity, recurrence, scarring risk and quality-of-life impact.
Neurodermatitis (ND)
Overview
ND, also known as lichen simplex chronicus, is a common chronic inflammatory skin disease
associated with skin neurofunctional disorders, affecting up to 12.0% of the total population. The disease
is characterized by lichenificated plaque as a result of excessive scratching. Neck, elbow, ankles, vulva,
eyelid even faces are the most common affected sites. Although ND is not life-threatening, it can produce
a psychosocial burden. According to Guideline for primary care of neurodermatitis (2023), ND is
generally classified into single-lesion, multiple-lesion and generalized disease based on the extent and
distribution of lesions. In China, approximately 18%, 63% and 19% of ND patients had single-lesion,
multiple-lesion and generalized disease, respectively.
Prevalence and Market Size of ND in China
In China, the prevalence of ND increased from 159.8 million in 2020 to 164.9 million in 2025, and
is estimated to increase to approximately 167.8 million by 2030.
From 2020 to 2025, the ND market remained largely stable, growing at a CAGR of 1.3% and
reaching approximately RMB3.7 billion in 2025, mainly supported by traditional local and symptomatic
therapies, including topical corticosteroids, antihistamines, sedatives and approved topical non-steroidal
anti-inflammatory drugs (NSAIDs), for local inflammation control, itch relief and itch-scratch cycle
management. In 2025, single-lesion, multiple-lesion and generalized ND represented approximately 12%,
59% and 29%, respectively, of the ND drug market in China. From 2025 to 2030, market growth is
expected to accelerate at a CAGR of 8.1%, reaching approximately RMB5.4 billion by 2030, with
multiple-lesion and generalized ND expected to remain the key growth contributors, driven by broader
lesion distribution, higher treatment needs and the potential adoption of more effective and novel
treatment options.
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The following chart illustrates the historical and projected growth of the market size of ND drugs
in China:
Market size of ND drug in China, 2020-2030E
RMB billionCAGR 2020-2025 2025-2030E
Total ND 1.3% 8.1%
1.5% 6.9%Single-lesion ND
1.2% 7.4%Multiple-lesion ND
1.3% 9.9%Generalized ND
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
0.4
2.0
1.0
3.4
0.4
2.1
1.0
3.5
0.4
2.1
1.0
3.5
0.4
2.1
1.0
3.5
0.4
2.1
1.0
3.6
0.4
2.2
1.1
3.7
0.5
2.3
1.1
3.9
0.5
2.5
1.2
4.2
0.5
2.7
1.3
4.5 0.6
2.9
1.5
4.9
0.6
3.1
1.7
5.4
Source: Acta Derm V enereol, Guideline for Primary Care of ND, CIC
Treatment Pathways
Treatment options for ND focus on relieving pruritus, avoiding scratching, controlling local
inflammation and breaking the itch-scratch cycle. Treatment is generally selected based on lesion
distribution, disease extent, lesion type and location, degree of lichenification, pruritus burden and
associated neuropsychological symptoms. Local drug therapy remains the mainstay of treatment, with
topical corticosteroids generally used as the preferred local treatment option for localized ND. Occlusive
therapy may be used for severe or stubborn lesions to increase skin moisture and enhance topical drug
absorption. For patients whose symptoms are not adequately controlled by topical corticosteroids alone,
antihistamines may be used in combination for itch relief, anti-inflammatory, immunomodulatory and
sedative effects. Sedatives may also be considered for patients with significant anxiety, insomnia or other
neuropsychological symptoms to help reduce the vicious cycle of negative emotions and worsening
pruritus. Physical therapies, such as NB-UVB, fractional CO2 laser, ultrasonic drug delivery and focused
ultrasound, may be used for stubborn lesions where appropriate. Given the limited number of established
ND treatment options, physicians generally select treatment based on clinical guidelines and patient-
specific disease features.
Treatment Pathway for ND
PRINCIPLE: Relieve Itching and Avoid Scratching
Local Therapy1 Other Therapy
 Topical Corticosteroids : Strongly anti-inflammatory,
immunomodulatory, and anti-allergic effects, preferred
treatment for localized neurodermatitis (e.g., mometasone
furoate); the appropriate formulation can be selected
according to the type and location of the lesions
 Occlusive Therapy: Increases skin moisture, enhances
drug absorption, for severe cases
P h y s i c a l  T h e r a p y
/g190NB-UVB
/g190fractional CO2 laser
/g190Ultrasonic introducer
/g190Focused ultrasound
 Traditional Chinese Medicine Therapy
/g190Acupuncture
Systemic Therapy
 Antihistamines: Anti-itch, anti-inflammatory,
immunomodulatory, and sedative effects, for patients who
cannot be controlled by topical anti-inflammatory drugs
such as topical glucocorticoids alone, and used in
combination with topical medications
 Sedatives: Relieve anxiety, break the “negative emotions –
worsening itchiness” cycle
Note:
(1) Ethoxybenzamide ointment has ND listed as an indication in its China package insert, but is not specifically listed in the 2023
Chinese primary care guideline for ND and is therefore not separately presented in the treatment pathway above.
Source: Chinese Guidelines for Primary Care Diagnosis and Treatment of Neurodermatitis (2023), Acta Derm V enereol, Guideline
for Primary Care of ND, CIC
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The treatment pathway above includes both ND-specific therapies and therapies used for the
management of ND-related symptoms, such as pruritus, local inflammation, anxiety and insomnia. Some
of these therapies may not be specifically approved for ND as an indication, while the approved novel drug
comparison below focuses on drugs with ND-specific approval status. As of the Latest Practicable Date,
no TYK2 inhibitors had been approved for the treatment of ND in China. ND-specific approved treatment
options in China include corticosteroids and NSAIDs, with a targeting patient group reaching 164.9
million in China in 2025. The following chart illustrates number of approved drugs in China and globally
and treatment comparisons for ND as of the Latest Practicable Date:
Number of approved drugs and treatment comparisons in ND, as of the Latest Practicable Date
1
MoA
No. of
approved drugs
in China
No. of approved
drugs globally
Representative
drugs Company Target NRDL Approval
in China
Approval
in U.S. Advantages Limitations
Corticosteroids 12
Mometasone
Elocon®/ؒݾ® Bayer GR Yes Yes No  Effectively reduce inflammation,
itching, and skin thickening;
widely used as preferred topical
treatment
 Improve symptoms quickly
• Prolonged use can cause skin
thinning, secondary infections,
hypersensitivity
• Systemic side effects possible
with oral corticosteroids
• Require careful monitoring and
limited duration of use
Methylprednisolone
acetate
Depo-Medrol®
Pfizer GR/
ANXA1 -N oY e s
NSAID 10
Etofenamate
Ointment
⋔⮊ᢿ®
Xinhua
Pharma /N o Y e s N o
• Reduce pro-inflammatory
cytokines and immune activation
• Control itch and inflammation
with fewer side effects than
systemic steroids
• Useful as adjunct or alternative
treatment
• Cause sedation and
anticholinergic effects
• Require consistent application
and patient compliance
Notes: GR: glucocorticoid receptor; ANXA1: annexin A1; NSAID: non-steroidal anti-inflammatory drug
(1) Antihistamines and sedatives are included as adjunctive therapies for ND-related pruritus, sleep disturbance and anxiety, but
are not separately presented in the approved drug comparison table as they are used mainly for symptom control rather than
as ND-specific approved therapies
Source: NMP A, FDA, EMA, PMDA, CIC.
In addition to the approved therapies listed above, the clinical-stage pipeline of JAK family-targeting
therapies for ND treatment in China remains limited. As of the Latest Practicable Date, HJ787 (a TYK2
inhibitor) was the only drug candidate registered in China for ND treatment that targets the JAK family.
TYK2
Overview
TYK2 is a member of the JAK family of intracellular signaling molecules, which includes JAK1,
JAK2, JAK3, and TYK2. TYK2 pairs with receptors for cytokines such as IFNs, IL-12, and IL-23, and it
plays a pivotal role in both innate and adaptive immune responses. It is primarily involved in IL-12, IL-23
and type I interferon (IFN- /H9251//H9252) signaling pathways. In humans, loss-of-function mutations in TYK2
causes an autosomal recessive hyper-IgE syndrome, and impair signaling of IL-23, IL-10, and IL-6,
highlighting TYK2’s broad regulatory function across multiple cytokine pathways.
TYK2 signaling contributes to the development and progression of many autoimmune and
inflammatory diseases, such as rheumatoid arthritis, multiple sclerosis, inflammatory bowel disease, Ps,
sarcoidosis, and delayed-type hypersensitivity.
Advantages of TYK2
 Narrower range of action: TYK2 primarily mediates signaling for immune cytokines, including
IL-23, IL-12, and type I interferons, with limited effects on other cytokine pathways. This
targeted activity reduces the risk of off-target effects, offering a more favorable safety profile
compared to broader JAK inhibitors.
 Unique JH2 domain: TYK2 has a distinct pseudokinase (JH2) domain that allows selective
allosteric inhibition by small-molecules, blocking ATP binding and downstream signaling. This
structural feature makes TYK2 an attractive and potentially safer therapeutic target.
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Market Size and Competitive Landscape of TYK2 inhibitors in China
The market size of TYK2 inhibitors in China is estimated to grow from RMB87.3 million in 2025
to RMB1.4 billion in 2030 at a CAGR of 73.1%.
As of the Latest Practicable Date, gecacitinib and deucravacitinib are the only two TYK2 inhibitors
approved by the NMPA. Gecacitinib was approved in May 2025 for adult patients with myelofibrosis.
Deucravacitinib, approved by the NMPA in October 2023 for moderate-to-severe plaque psoriasis.
Globally, there are no TKY2 inhibitors approved globally for AD, A V and ND. The following table
summarizes TYK2-targeted drug candidates that had been registered with the CDE that were in Phase II
or Phase III in China as of the Latest Practicable Date:
Candidate MoA Administration Company Indication Phase First Posted Date Trial Number
Deucravacitinib TYK2 Oral BMS
Active PsA NDA 2025/5/20 -
Active systemic lupus erythematosus III 2023/3/1 CTR20230595
Active adult Sjögren's syndrome (SjS) III 2023/9/27 CTR20233047
Juvenile PsA III 2025/10/15 CTR20253828
Mod-severe plaque psoriasis in teenagers III 2025/12/4 CTR20254809
Gecacitinib JAK1, 2,
3/TYK2/ALK2 Oral Zelgen
Mod-severe atopic dermatitis III 2022/12/22 CTR20223203
Severe alopecia areata III 2022/2/9 CTR20220056
Active ankylosing spondylitis III 2023/5/18 CTR20231388
Acute graft-versus-host disease II 2021/7/21 CTR20211758
Myelofibrosis II 2021/5/11 CTR20210694
Psoriasis II 2020/11/2 CTR20202165
Idiopathic pulmonary fibrosis II 2020/7/23 CTR20200904
TLL-018 TYK2/JAK1 Oral Highlightll Urticaria/Hives III 2024/3/19 CTR20240829
Rheumatoid arthritis III 2025/1/3 CTR20244903
ICP-332 JAK1/TYK2 Oral InnoCare
Mod-severe atopic dermatitis III 2024/8/26 CTR20243202
Non-segmental vitiligo II/III 2025/4/8 CTR20251135
Mod-severe chronic spontaneous urticaria II/III 2026/1/4 CTR20255229
Prurigo nodularis II 2025/10/29 CTR20254285
Plaque psoriasis II 2025/11/19 CTR20254616
Mod-severe AD in teenagers II 2026/05/06 CTR20261421
QY201 TYK2/JAK1 Oral E-Nitiate
Mod-severe atopic dermatitis III 2025/2/7 CTR20244696
Mod-severe atopic dermatitis in adolescents II 2025/4/24 CTR20251592
Non-segmental vitiligo II 2025/9/1 CTR20253365
Mod-severe prurigo nodularis II 2025/11/13 CTR20254407
ICP-488 TYK2 Oral InnoCare Mod-severe plaque psoriasis III 2025/2/20 CTR20250582
Cutaneous lupus erythematosus II 2026/2/6 CTR20260460
HS-10374 TYK2 Oral Hansoh
Mod-severe plaque psoriasis III 2025/4/3 CTR20251164
PsA II 2023/11/28 CTR20233854
Mild-mod plaque psoriasis II 2025/3/24 CTR20251043
Zasocitinib TYK2 Oral Takeda
Active PsA III 2025/4/10 CTR20251181
Mod-severe plaque psoriasis III 2026/3/2 CTR20260706
Mod-severe active UC and active CD II 2025/9/8 CTR20253581
Non-segmental vitiligo II 2025/12/30 CTR20254990
Mod-severe hidradenitis suppurativa II 2026/3/20 CTR20261070
SYHX1901 JAK1, 3/TYK2/SYK Oral CSPC Ouyi
Mod-severe plaque psoriasis III 2025/5/30 CTR20251872
Non-segmental vitiligo III 2026/2/6 CTR20260391
Severe alopecia areata II 2024/8/14 CTR20243029
VVN461 JAK1/TYK2 Topical Weimou Non-infectious anterior uveitis III 2025/9/17 CTR20253764
D-2570 TYK2 Oral InventisBio
Mod-severe plaque psoriasis III 2025/11/27 CTR20254653
Ulcerative colitis II 2025/5/7 CTR20251691
PsA II 2025/12/18 CTR20254967
Systemic lupus erythematosus
II
II 2025/12/29 CTR20255110
Non-segmental vitiligo 2026/05/18 CTR20261915
WD-890 TYK2 Oral Wenda Mod-severe plaque psoriasis III 2026/3/8 CTR20261024
PF-06700841 JAK1/TYK2 Oral Pfizer Systemic lupus erythematosus II 2020/3/19 CTR20192662
AC-201 TYK2/JAK1 Oral Accro Mod-severe plaque psoriasis II 2024/2/22 CTR20240483
HJ787 TYK2 Topical Our company
Neurodermatitis II 2024/7/22 CTR20242526
Mild-mod atopic dermatitis II 2024/7/29 CTR20242529
Acne vulgaris II 2025/2/25 CTR20250633
TQH-3906 TYK2 Oral Chia Tai Tianqing
Mod-severe plaque psoriasis II 2024/8/19 CTR20243055
PsA II 2026/2/13 CTR20260426
Systemic lupus erythematosus II 2026/4/10 CTR20261167
UA021 TYK2 Oral Usynova Plaque psoriasis II 2025/9/24 CTR20253729
FXS5626 JAK1/TYK2 Oral Accro Active non-infectious uveitis II 2025/12/22 CTR20255083
CMS-D001 TYK2 Oral Kangzhe Mod-severe atopic dermatitis II 2026/1/19 CTR20260084
Mod-severe plaque psoriasis II 2026/2/4 CTR20260287
LNK01004 JAK1, 2, 3/TYK2 Topical Lynk Pharmaceuticals AD II 2025/2/10 CTR20250432
Source: CDE, CIC
Topical treatment delivers high drug levels directly to skin lesions, thereby reducing risks such as
infections and systemic side effects. Because it avoids systemic accumulation, topical therapy is generally
safer for long-term use than oral medications. This approach is ideal for mild-to-moderate or localized
presentations, making it useful as initial therapy or as an adjunct for maintenance. Topical options also
tend to increase patient adherence and quality of life due to its ease of use and fewer concerns about
systemic adverse effects.
Market Drivers and Future Trends of TYK2 Inhibitors
 Rising prevalence of autoimmune disease. The incidence of autoimmune diseases has been rising
steadily. According to The Lancet, the 19 most common autoimmune diseases collectively affect
approximately 10.2% of the global population. In China, around 30 million individuals were affected
by autoimmune diseases in 2025, supporting substantial clinical demand and commercial potential
for TYK2 inhibitors.
 Excellent clinical efficacy and safety. More than twenty TYK2 inhibitors are in clinical development
globally for autoimmune diseases. Compared with conventional JAK inhibitors, TYK2 inhibitors
offer greater selectivity, which may reduce off-target effects and lower the risk of AEs.
 Ongoing advancements and growing investments in research. Recent biomedical advances and
increasing R&D investment are accelerating the development of TYK2 inhibitors and expanding
potential indications.
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GLP-1 RELATED THERAPIES MARKET
Type 2 Diabetes Drug Market
Type 2 diabetes
Diabetes is a chronic metabolic disorder characterized by persistently elevated blood glucose levels.
Glucose, derived from food intake, serves as a key energy source for cellular function, and its uptake is
regulated by insulin—a hormone secreted by the pancreas. There are two primary types of diabetes. Type
1 diabetes is an autoimmune condition in which the body’s immune system attacks and destroys
insulin-producing /H9252-cells in the pancreas, leading to an absolute insulin deficiency. Type 2 diabetes, the
more prevalent form, is marked by insulin resistance and/or insufficient insulin production, resulting in
hyperglycemia due to impaired glucose uptake and utilization. The prevalence of type 2 diabetes in China
was at 129.8 million in 2025 and is expected to exceed 140 million by 2030.
Current Treatment Regimen and Medical Needs
The following table sets forth eight primary classes of pharmacological agents commonly used in the
treatment of type 2 diabetes. Among them, GLP-1 related therapies stand out for their superior glycemic
efficacy and additional clinical benefits, including weight reduction and cardiovascular and renal
protective effects. As of the Latest Practicable Date, 14 GLP-1 related therapies, including both
single-target and multi-target GLP-1 related therapies receptor agonists, had been approved for the
treatment of type 2 diabetes in China. The targeting patient population of GLP-1 related therapies for type
2 diabetes reached 129.8 million in China in 2025. The following chart illustrates number of approved
drugs in China and globally and treatment comparisons for type 2 diabetes as of the Latest Practicable
Date:
Number of approved drugs and treatment comparisons in type 2 diabetes, as of the Latest
Practicable Date
SourcejCDE, FDA, BMS, CIC
MoA
No. of
approved
drugs in
China
No. of
approved
drugs
globally
Representative drugs Company Target 2025
NRDL
Approval
in China
Approval
in U.S. Advantages Limitations
GLP-1
related
therapies
14 9
Semaglutide
Ozempic®/ፕձइ®;
Rybelsus®/ፕձᢊ®
Novo Nordisk GLP-1R Yes Yes Yes
 Potent hba1c lowering
• Robust and consistent weight
loss
• Low hypoglycaemia risk
• Protect kidneys and
cardiovascular system
• Common GI side effects (nausea,
vomiting, constipation)
• Risk of acute pancreatitis in some trials
• Risk of diabetic retinopathy progression
in some trials
• Cost/access issues
Tirzepatide
Mounjaro®/༺® Eli Lilly GLP-1R/
GIPR Yes Yes Yes
DPP-4i 11 31
Sitagliptin
Januvia®/ઠፕၪ® Merk DPP-4i Yes Yes Yes • Do not cause nausea or
vomiting
• Low hypoglycaemia risk
• Can reduce inflammation
• Possible lowering of blood
pressure
• May have allergic and hypersensitivity
reactions
• Potential hepatotoxicity
• Do not exhibit any beneficial renal
outcomes
Linagliptin
Trajenta
®/ྐྵ® BI DPP-4i Yes Yes Yes
SGLT2i 11 23
Henagliflozin
๿ӎ® Hengrui SGLT2i Yes Yes - • Benefits in heart failure
• Benefits in chronic kidney
disease
• Modest weight loss
• Blood pressure reduction
• Risk of genital mycotic infections
• Risk of urosepsis and pyelonephritis
• 3-fold increased risk of diabetic
ketoacidosis
• Risk of hypoglycemia
• Risk of erythema, rash, pruritus, and
angioedema
Dapagliflozin
Forxiga
®/ࡥ® AZ SGLT2i Yes Yes Yes
Insulin 11 12
Insulin
Brand names vary by
manufacturer
/ INSR Yes Yes Yes
• Can address almost any level
of blood glucose
• Better predictability
• Risk of weight gain
• The need for education, titration and
regular glucose monitoring
• Risk of hypoglycaemia
• Cost issues
Metformin 12 17
Metformin
Brand names vary by
manufacturer
/ AMPK Yes Yes Yes
• Generally considered safe and
well-tolerated
• Inexpensive
• Risk of adverse GI effects, such as
diarrhea, nausea, and vomiting
• Risk of chest discomfort, headache,
diaphoresis, hypoglycemia, weakness,
and rhinitis
• May decrease vitamin B12 levels
TZDs 35 Pioglitazone
Actos
®/ן® Takeda PPAR γ Yes Yes Yes
• Potentially have anti-
inflammatory and anti-cancer
properties
• Beneficial effects on
endothelial function,
atherogenesis, fibrinolysis,
and ovarian steroidogenesis
• Risk of edema and congestive heart failure
• Weight gain
• Increased fracture risk
• Increased risk of bladder cancer
• Hepatotoxicity
• Increased Ovulation and Teratogenic
Effects
Sulfonylureas 35
Glibenclamide
Brand names vary by
manufacturer
/ KATP
channel Yes Yes Yes
• Lower cost
• Significant reduction in HbA1c
• Improve outcomes in patients
presenting with ischemic
stroke
• Risk of hypoglycemia
• Weight gain
• Do not have a lasting effect
GKA 10 Dorzagliatin
䕅ੀឞ
® Hualing GCK Yes Yes -
• Effectively reduce HbA1c
level
• Significant decrease in FINS
level
• Attenuated efficacy over time
• Risk of hypoglycemia
• Risk of dyslipidemia
Notes: AMPK: AMP-activated protein kinase; ABCC8: ATP-binding cassette subfamily C member 8; KCNJ11: potassium
voltage-gated channel subfamily J member 11; DPP-4i: dipeptidyl peptidase-4 inhibitor; GCK: glucokinase; TZDs:
thiazolidinediones; GKA: glucokinase activator; KATP channel: ATP-sensitive potassium channel
Source: NMP A, FDA, EMA, PMDA, CIC
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A wide range of therapies is available for type 2 diabetes, with blood glucose control and weight
management as the main treatment goals. Metformin is the preferred therapy. Very high-efficacy options
for glycemic control include high-dose dulaglutide, semaglutide, tirzepatide, and insulin combined with
GLP-1 related therapies, while GLP-1 related therapies and metformin are considered high-efficacy
treatments.
GLP-1 related therapies are recommended in China as part of dual therapy for patients with HbA1c
above 7.0%, as well as for those with ASCVD, high cardiovascular risk, heart failure or CKD regardless
of HbA1c levels. However, around one-third of type 2 diabetes patients in China still require insulin
therapy, and the relatively high cost of GLP-1 related therapies and limited patient awareness have
contributed to their low market penetration.
GLP-1 related therapies increase insulin secretion and reduce glucagon release, and some also target
GCG and GIP receptors. They demonstrate high to very high efficacy in lowering blood glucose, with low
hypoglycemia risk, significant weight-loss benefits, cardiovascular benefits including reduced major
adverse cardiovascular events, and renal benefits, although gastrointestinal adverse effects such as nausea
and vomiting remain common.
The following chart illustrates treatment flow of type 2 diabetes in China:
Treatment flow of type 2 diabetes in China
Dual Therapy
Triple Therapy Addition of one other class of drug to the above treatment
Multiple Insulin
Injections Basal insulin + mealtime insulin                                      Premixed insulin analogue
(failure to achieve target HbA1c levels)
(failure to achieve target HbA1c levels)
SGLT2i or GLP-1RA
with evidence of
CKD benefit
ASCVD or its high-risk
Antidiabetic drug with
weight loss effect
HF
Metformin
CKD
Lifestyle intervention + Self-management education and support
No ASCVD or its high risk, HF, CKD
SGLT2i with evidence
of HF benefit
GLP-1RA or SGLT2i
with evidence of
ASCVD benefit
Monotherapy
On the basis of the above treatment, add one additional antidiabetic drug from a different class (metformin, SGLT2i, GLP-1RA, DPP-4i, TZD,
alpha-glucosidase inhibitor, GKA, PPAR pan-agonist, insulin secretagogue, dual agonist, insulin).
Overweight or obesity Without overweight or
obesity
(failure to achieve target HbA1c levels)Lifestyle
intervention
+ Self-
management
education
and support
Notes: HbA1c: glycated hemoglobin; ASCVD: atherosclerosis cardiovascular disease; CKD: chronic kidney disease; GCK:
glucokinase; TZD: thiazolidinedione; GKA: glucokinase Activator; PP AR: peroxisome proliferator activated receptor
Source: Chinese Guidelines for the Prevention and Treatment of Type 2 Diabetes (2024); CIC
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Market Size of Type 2 Diabetes Drugs
In recent years, the development of GLP-1 related therapies has significantly transformed the
therapeutic landscape for metabolic disorders, particularly type 2 diabetes. GLP-1 related therapies have
rapidly gained market traction and are increasingly capturing a larger share of the type 2 diabetes
treatment market. The chart below presents the historical and projected global and China’s market size for
type 2 diabetes therapies from 2020 to 2030, with a breakdown by GLP-1 related therapies, including both
single-target and multi-target GLP-1 related therapies receptor agonists, and other antidiabetic drugs:
Global Type 2 Diabetes Drug Market Size,
2020-2030E
China Type 2 Diabetes Drug Market Size,
2020-2030E
USD billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
GLP-1 related therapies 33.6% 8.1%
Others -2.0% 4.3%
Total 10.0% 6.5%
12.5
46.8
59.2
15.0
46.4
61.4
19.8
42.7
62.5
30.0
40.3
70.3
38.5
41.7
80.3
53.0
42.2
95.2
59.4
44.2
103.5
64.7
46.1
110.9
69.6
48.1
117.7
74.1
50.0
124.1
78.4
52.0
130.4
RMB billionCAGR 2020-2025 2025-2030E
GLP-1 related therapies 48.6% 34.1%
Others -0.7% 3.0%
Total 2.6% 11.2%
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
1.61.6
57.5
59.0
2.72.7
57.4
60.2
6.0
47.4
53.4 8.7
52.1
60.7
9.1
55.0
64.1
11.4
55.6
67.0
15.5
57.4
72.9
20.8
59.2
80.1
28.1
61.0
89.1
37.5
62.7
100.2
49.4
64.3
113.8
Source: World Health Organization, FDA, The International
Diabetes Federation, CIC
Source: NMP A, The Journal of the American Medical
Association, The International Diabetes Federation, periodic
reports released by public companies, CIC
The global type 2 diabetes drug market is expected to maintain strong growth driven by the rising
patient burden, prevailing use of innovative agents, expanded indications, and better healthcare access,
alongside a shift toward holistic cardiometabolic disease management.
The decline in the market size of type 2 diabetes drugs in China in 2022 was mainly driven by the
reallocation of medical resources, reduced patient willingness to seek care, supply chain disruptions and
broader economic pressures at the peak of the COVID-19 outbreak, which interrupted diabetes treatment
for some patients. Growth in the GLP-1 related therapies market for type 2 diabetes in China from 2025
to 2030 is expected to be driven by increasing diagnosis rates, higher treatment rates and greater GLP-1
related therapies penetration.
The market size also decreased from 2021 to 2022 due to the national centralized procurement of
insulin. While insulin therapies have shown a declining trend, GLP-1 related therapies are reshaping the
market landscape.
Oral GLP-1 related therapies offer a convenient, non-injectable treatment option for type 2 diabetes
and obesity. Compared with injectable GLP-1 related therapies, oral formulations may improve adherence
and broaden access, especially for patients reluctant to start injections.
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Competitive Landscape of Oral GLP-1 related therapies for Type 2 Diabetes Drug Market in China
As of the Latest Practicable Date, there were a total of 104 GLP-1 related therapies under clinical
development for T2D in China. Among these, nineteen were clinical-stage oral GLP-1 related therapies in
China as illustrated in the following table:
Competitive landscape of clinical-stage oral GLP-1 related therapies for type 2 diabetes in China
Drug name Target Company Indication Phase First Posted Date Trial Number
Orforglipron GLP-1R Eli Lilly T2DM NDA 2026/1/10 –
Conveglipron GLP-1R Huadong Me dicine T2DM III 2025/7/7 CTR20252647
HRS-7535 GLP-1R Hengrui T 2DM III 2024/9/23 CTR20243559
HS-10501 GLP-1R Hansoh T2DM II 2025/10/22 CTR20254127
HJ178 GLP-1R/GIPR Our c ompany T2DM II 2025/4/25 CTR20251614
SAL0112 GLP-1R Salubris T2DM II 2024/8/16 CTR20242666
HRS9531 Tablet GLP-1R/GIPR Shengd i T2DM II 2026/5/12 CTR20261854
MWN109 Tablet GLP-1R/GCGR/GIPR Mi nwei T2DM II 2025/5/29 CTR20261918
SAL0150 GLP-1R Salubris T2DM I 2026/3/31 CTR20261095
Naperiglipron GLP-1R Eli Li lly T2DM I 2025/7/10 CTR20252656
ZT006 GLP-1R QL Biopharm T2DM I 2024/11/15 CTR20244313
APH01727 GLP-1R ApicHope T2DM I 2024/7/26 CTR20242743
Ribupatide Tablet GLP-1R/GIPR Hengrui T2DM I 2024/8/5 CTR20242520
DA-302168S GLP-1R Di’Ao T2DM I 2024/4/11 CTR20241150
Bofanglutide Tablet GLP-1R Gan&Lee T2DM I 2024/3/7 CTR20240663
THDBH110 GLP-1R Tonghua Dongbao T2DM I 2023/11/9 CTR20233631
BPYT-01 GLP-1R Baiji Youtang T2DM I 2023/11/1 CTR20233453
HSK34890 GLP-1R Haisco T2DM I 2023/8/21 CTR20232557
VCT220 GLP-1R Vincentage T2DM I 2022/12/14 CTR20222374
Notes: T2DM: type 2 diabetes
(1) Phase refers to each drug’s most advanced phase of all ongoing clinical trials.
Source: CDE, CIC
As of the Latest Practicable Date, 14 GLP-1 related therapies were approved in China for the
treatment of type 2 diabetes, including one oral formulation and 13 injectable formulations, while in the
United States, 5 innovative GLP-1 related therapies for type 2 diabetes have been approved by the FDA,
including one oral formulation as illustrated in the following table:
NMPA approved innovative GLP-1 related therapies in type 2 diabetes
Drug Name Brand Name
(CHN)
Brand Name
(ENG) Target Company Modality Administration Dosage
Frequency Approval Date 2025 NRDL Monthly cost
(thousand RMB)
Exenatide1 Ⲵ⌂䚊® Byetta® GLP-1R AZ Peptide s.c. BID 2009-05-08 /g57 N/A
Liraglutide࣑® Victoza® GLP-1R Novo Nordisk Peptide s.c. QD 2011-03-04 /g57 ~0.7
Beinaglutide1 䃲⭕⌦® – GLP-1R Benemae Peptide s.c. TID 2016-12-13 No N/A
Lixisenatide1ᱸᮅ® Lyxumia®/Adlyxin® GLP-1R Zealand
Pharma/Sanofi Peptide s.c. QD 2017-09-29 /g57 N/A
Exenatide
microsphere1 Ⲵ䚊ᨐ® Bydureon® GLP-1R AZ Peptide s.c. QW 2017-12-28 No N/A
Dulaglutide ᓜ᱉䚊® Trulicity® GLP-1R Eli Lilly Fusion
protein s.c. QW 2019-02-22 /g57 ~0.5
Loxenatide㗄® – GLP-1R Hansoh Pharma Peptide s.c. QW 2019-05-05 /g57 ~0.4
Semaglutide 䄴ૂ⌦® Ozempic® GLP-1R Novo Nordisk Peptide s.c. QW 2021-04-27 /g57 ~0.9
Oral Semaglutide 䄴ૂᘱ® Rybelsus® GLP-1R Novo Nordisk Peptide p.o. QD 2024-01-23 No ~2.9
Tirzepatide ぼጦ䚊® Mounjaro® GLP-1R/GIPR Eli Lilly Peptide s.c. QW 2024-05-15 /g57 ~1.0
Efsubaglutide alfa ᙗ䄴䕋® – GLP-1R Innogen Fusion
protein s.c. QW 2025-01-24 /g57 ~1.1
Mazdutide⡴㗄® – GLP-1R/GCGR Innovent Peptide s.c. QW 2025-09-16 No ~1.4
Visepegenatide ⍴䚊ᓭ® – GLP-1R PegBio Peptide s.c. QW 2025-11-12 No N/A
Ecnoglutide乚䚊® – GLP-1R Sciwind Peptide s.c. QW 2026-01-30 No N/A
Notes: p.o.: per os/orally; s.c.: subcutaneously; BID: twice daily; TID: three times daily; QD: once daily; QW: once weekly
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(1) Due to strategic shifts of the relevant pharmaceutical companies in China, certain products were withdrawn or discontinued
in the China market. Based on publicly available information, no product efficacy or safety issue was identified as the reason
for such withdrawal or discontinuation.
(2) Monthly cost = unit price * average monthly dose in maintenance stage, based on four weeks or 28 days treatment cycle.
Source: NMP A, CIC
Growth Drivers and Future Trends of Type 2 Diabetes Drug Market
The type 2 diabetes drug market growth has primarily been driven by the following key factors:
 Growing prevalence of type 2 diabetes in China and unmet clinical needs in rural regions.
Patients in rural China face substantial barriers to effective diabetes management, including
limited access to healthcare infrastructure, preventive care, screening and early diagnosis,
contributing to poorer glycemic control and a higher disease burden.
 Favorable policies towards chronic disease management. The Healthy China Initiative
(2019-2030) identifies diabetes prevention and control as a key intervention for chronic
diseases.
 Comprehensive benefits of type 2 diabetes management paradigm. Clinical guidelines
emphasize integrated management of diabetes-related risk factors through pharmacotherapy
and lifestyle interventions to improve metabolic control and long-term outcomes, which is
expected to be a future trend in diabetes care.
 Improved patient compliance and efficacy resilience. Current therapies may face challenges
including loss of efficacy over time and suboptimal long-term adherence due to adverse effects.
In clinical trials for type 2 diabetes, subcutaneous semaglutide was associated with overall
gastrointestinal adverse events (GI AEs) in 32.7%-36.4% of participants, with nausea and
vomiting occurring in 15.8%-20.3% and 5.0%-9.2%, respectively. The treatment
discontinuation rate in these studies was 12%-13%.
 “Patient-centered” strategy for the management of type 2 diabetes. Type 2 diabetes
management has evolved from a sole focus on HbA1c to broader attention to complications and
weight management, with clinical guidelines emphasizing more personalized treatment
approaches.
 Pancreatic islet function restoration and alleviation of type 2 diabetes. GLP-1 related therapies
can reduce blood glucose without increasing hypoglycemia risk, while also showing protective
effects on pancreatic /H9252-cell function and supporting weight reduction.
Obesity Drug Market
Obesity
Obesity is characterized by abnormal or excessive fat accumulation that poses a significant risk to
health. In China, a body mass index (BMI) greater than 24 kg/m
2 is classified as overweight, while a BMI
over 28 kg/m 2 is classified as obese. Obesity is both an independent risk factor for and a contributing
condition to, numerous health disorders. It is particularly associated with an increased incidence of
cardiovascular diseases, type 2 diabetes, musculoskeletal disorders, and certain cancers, making it a major
public health concern.
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Prevalence of Obesity
Obesity has emerged as a growing global public health challenge, with the affected population
exceeding one billion by the end of 2025 and expected to exceed 1.1 billion by 2030. China currently has
the largest population of individuals with obesity worldwide. Notably, the prevalence of obesity in China
is expected to increase at a faster rate than in more developed countries, such as the United States, with
the number of obese individuals projected to surpass 320 million by 2030.
Current Treatment Regimen and Medical Needs
Current treatment obesity treatment primarily includes lifestyle intervention, medication and
bariatric surgery. First choice approach involves diet modification, exercise, and behavioral therapy, but
often insufficient alone due to poor long-term adherence and biological resistance to weight loss.
Approved anti-obesity drugs mainly were GLP-1 related therapies, and lipase inhibitors (e.g., orlistat).
These drugs act via appetite suppression, delayed gastric emptying, or fat absorption inhibition. Bariatric
surgery are reserved for severe or refractory obesity, with significant weight loss and metabolic benefits
but high cost, surgical risks, and limited accessibility.
The medical needs of obesity drug market is that many patients regain weight after drug
discontinuation, highlighting a need for therapies that support long-term weight maintenance without
continuous medication. In the meanwhile, current drugs, especially GLP-1 related therapies, often have
gastrointestinal side effects (nausea, vomiting), leading to poor adherence, tolerability and compliance.
The following chart illustrates treatment flow of obesity in China:
Treatment flow of obesity/overweight in China
Pharmacotherapy + Lifestyle intervention
• Orlistat
 GLP-1RAs such as Liraglutide, Semaglutide,
Benaglutide, GIP/GLP-1 Dual Agonists –
Tirzepatide
• Phentermine
Bariatric Surgery
• Sleeve gastrectomy/Roux-en-Y gastric
bypass/Adjustable gastric band/
Biliopancreatic diversion/duodenum
switch gastric bypass
Overweight and obesity patients
Overweight
Lifestyle intervention
• nutrition/exercise/cognition and
behavior intervention
Obesity Severe Obesity
• BMI: 24.0~27.5 kg/m
2, no related
diseases or pre-related diseases
• BMI: 27.5~32.5 kg/m2 or
• BMI≥24.0 kg/m2 with obesity-related diseases
• BMI≥32.5 kg/m2 or
• BMI≥27.5 kg/m2 with obesity-related
diseases
Fails
Patient assessment
Targeted
patients
Treatment
Fails
Source: Chinese Diabetes Society; Chinese journal of Epidemiology, CIC
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As of the Latest Practicable Date, five GLP-1 related therapies had been approved for the treatment
of obesity or overweight in China. Apart from GLP-1 related therapies, the alternative treatment of obesity
or overweight includes orlistat only, with a targeting patient population for obesity reaching 286.0 million
in China in 2025. The following illustrates number of approved drugs in China and globally and treatment
comparisons for obesity or overweight as of the Latest Practicable Date:
Number of approved drugs and treatment comparisons in obesity/overweight,
as of the Latest Practicable Date
Types of
treatment
No. of approved
drugs in China
No. of approved
drugs globally Representative methods Target 2025
NRDL
Approval
in China
Approval
in U.S. Advantages Limitations
GLP-1RA 56
Beinaglutide
㨨ງ㗄® GLP-1R No Yes –
• Robust and consistent weight loss.
• Low intrinsic hypoglycaemia risk.
• Have a protective effect on the kidneys
and cardiovascular system.
• Common GI side effects
(nausea, vomiting,
constipation).
• Risk of acute pancreatitis in
some trials.
• Risk of diabetic retinopathy
progression in some trials.
• Expensive.
Semaglutide
Wegovy®/Rybelsus®/䄴ૂ⳾® GLP-1R No Yes Yes
Tirzepatide
Zepbound®/ぼጦ䚊® GLP-1R/GIPR No Yes Yes
Ecnoglutide
㔪⳾® GLP-1R No Yes –
Orforglipron
Foundayo™ GLP-1R No – Yes
Mazdutide
⡴㗄® GLP-1R/GCGR No Yes –
Orlistat 11 Orlistat
Xenical®/Alli®/䌳ቲਥ®
Gastric and
pancreatic
lipases
No Yes Yes
• Leads to notable reductions in BMI, waist
circumference, total cholesterol, and low-
density lipoprotein levels.
• Safe and effective for treating obesity in
individuals with heart failure.
• Benefit patients with metabolic fatty liver
disease (MAFLD) and metabolic
steatohepatitis (NASH).
• May cause GI responses
including steatorrhea, fecal
spotting, diarrhea, abdominal
pain, and anal fissures.
• May have hepatotoxicity.
• Can increase the risk of
osteoporosis.
Source: NMP A, FDA, EMA, PMDA, CIC
In clinical trials for obesity, subcutaneous semaglutide was associated with overall gastrointestinal
adverse events (GI AEs) in approximately 73% of participants, with nausea and vomiting occurring in 44%
and 25%, respectively. The treatment discontinuation rate was 6.8%. Similarly, orforglipron demonstrated
GI AEs in 60%-69% of participants, with nausea and vomiting reported in 26%-35% and 6%-10%,
respectively, and treatment discontinuation rates of 6%-10%.
As of the Latest Practicable Date, five GLP-1 related therapies had been approved in China for the
treatment of obesity or overweight, all of which are administered via subcutaneous injection. In the United
States, five GLP-1 related therapies had been approved for the treatment of obesity or overweight,
including two oral formulations.
NMPA approved innovative GLP-1 related therapies in the indication of obesity/overweight
Drug Name Brand Name Target Company Modality Administration Dosage
Frequency Approval Date 2025 NRDL Monthly cost1
(thousand RMB)
Beinaglutideߕ® GLP-1R Benemae Peptide s.c. TID 2023-07-25 No ~7.9
Semaglutide 䄴ޮ® GLP-1R Novo Nordisk Peptide s.c. QW 2024-06-18 No* ~0.9
Tirzepatide༺® GLP-1R/GIPR Eli Lilly Peptide s.c. QW 2024-07-16 No* ~1.3
Mazdutideߕ® GLP-1R/GCGR Innovent Biologics Peptide s.c. QW 2025-06-24 No ~1.4
Ecnoglutideޮ® GLP-1R Sciwind Peptide s.c. QW 2026-03-03 No N/A
Notes:
(1) Monthly cost = unit price * average monthly dose in maintenance stage, based on four weeks or 28 days treatment cycle.
(2) Products included in the 2025 NRDL are reimbursed only for the treatment of T2DM, and 2025 NRDL coverage does not
extend to the indication of overweight or obesity.
Source: NMP A, CIC
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Market Size of Obesity Drug
Driven by the continuous development of innovative therapeutics and rising clinical demand, the
global market for obesity drugs has experienced substantial growth in recent years and is anticipated to
expand at an accelerated pace going forward. The following charts illustrate the historical and projected
global and China obesity drug market size with a breakdown by GLP-1 related therapies and other obesity
drugs from 2020 to 2030:
Global Obesity Drug Market Size, 2020-2030E China’s Obesity Drug Market Size, 2020-2030E
USD billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
GLP-1 related therapies 103.2% 15.3%
Others 21.0% 11.8%
Total 67.7% 14.9%
0.80.81.61.6
2.4 1.21.22.32.3
3.5
2.42.4
2.62.6
5.0 6.0
3.1
9.1 15.0
3.6
18.6
27.4
4.1
31.5
32.4
4.7
37.1
37.3
5.3
42.6
43.1
5.9
49.0
49.4
6.5
56.0
55.9
7.2
63.0
RMB billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
GLP-1 related therapies / 60.5%
Others -6.5% 23.5%
Total 14.2% 50.8%
0.00.0 0.00.0 0.0 0.02.7
2.7
1.71.7
1.7
1.31.3
1.3
0.10.12.0
2.1
0.50.5
1.9
2.3
3.3
1.9
5.2
6.4
2.0
8.3
11.0
2.0
13.0
17.5
3.1
20.6
25.7
4.3
30.0
35.2
5.5
40.8
Source: FDA, periodic reports released by public companies,
CIC
Source: NMP A, periodic reports released by public companies,
CIC
With the continuous development of novel drugs and the increasing clinical demands, the global
obesity drug market has witnessed significant expansion in the past years and is expected to grow at an
expedited pace, especially the GLP-1 related therapies segment.
China has long had limited options for treating obesity, essentially orlistat when GLP-1 related
therapies are excluded, while GLP-1 related therapies offer a more effective and sustainable alternative.
Clinical evidence shows orlistat typically produces about 5-10% weight loss over 6 to 12 months with a
calorie restricted diet, whereas semaglutide has achieved roughly 15-20% weight loss, significantly
outperforming orlistat. GLP-1 related therapies also provide metabolic benefits, including improved blood
glucose control in patients with type 2 diabetes, which is not a primary effect of orlistat. Sustained weight
loss with orlistat can be difficult due to strict dietary requirements, while GLP-1 related therapies have
maintained meaningful weight reduction over 1 to 2 years by mechanically stimulating the activity of
anorexigenic neurons (POMC/CART) and suppress orexigenic neurons (NPY/AgRP), leading to reduced
appetite and decreased food intake, as well as delaying gastric emptying. In conclusion, the potential of
GLP-1 related therapies in obesity is expected to be realized through broader awareness, the launch of
additional agents, and innovations such as multi target mechanisms and oral formulations.
GLP-1 related therapies
Mechanisms of GLP-1/GLP-1R and GIP/GIPR
Glucagon-like peptide-1 (GLP-1) is an incretin secreted by the distal intestinal ileum and colon
L-cells following food intake. GLP-1 stimulates glucose-dependent insulin secretion from pancreatic
islets, slows gastric emptying, regulates postprandial glucagon secretion, and reduces food intake.
Glucose-dependent insulinotropic polypeptide (GIP) is a 42-amino-acid peptide secreted by K cells
of small intestine. Upon binding to the GIP receptor, GIP activates adenylate cyclase, increasing cyclic
adenosine monophosphate (cAMP) and Ca
2+ concentrations, which activates cAMP dependent protein
kinases, and promotes insulin secretion.
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Dual, Triple, and Multi-Target Therapies
Therapies that target multiple passways can simultaneously produce superior glycemic control while
minimizing side effects. Because metabolic diseases such as diabetes are heterogeneous and often have
multiple concurrent pathophysiological mechanism single-target agents have limited efficacy.
Combination treatments or single molecules designed to act on multiple targets can address this
complexity. However combined regimens and their clinical evaluation tend to be more complex.
Consequently, single-molecule multi-target therapies become an important emerging development
direction in diabetes therapeutics.
Most dual-target therapies in development focus on GLP-1R/GIPR, GLP-1R/GCGR, and GLP-
1R/FGF21R (Fibroblast growth factor 21). Among them, the GLP-1R/GIPR class is led by tirzepatide from
Eli Lilly, which has been approved by the FDA and the NMPA. Mazdutide, which targets GLP-1R/GCG,
has also been approved in China. Recent research increasingly targets three or more G-protein-coupled
receptor targets. Several GIP/GLP-1/glucagon receptor triple agonists are currently in clinical
development, including Eli Lilly’s retatrutide. The rational for adding GCG receptor agonism is that it may
further reduce energy intake, increase energy expenditure, or both, thus potentially enhancing efficacy.
Commercialized and Clinical Pipeline of Multi-target
As of the Latest Practicable Date, there were a total of 91 GLP-1 related therapies under clinical
development for obesity or overweight in China. Among these, 26 were clinical-stage oral GLP-1 related
therapies in China. Also, there were two multi-target GLP-1 related therapies approved in China, with a
number of drug candidates under development. The following table illustrates the clinical pipelines of
multi-target GLP-1 related therapies registered with CDE that were in phase II or later development stage
as of the Latest Practicable Date:
Drug name Target Company Indication Phase First Posted Date Administration Trial number
HRS-9531 GLP-1R/GIPR Hengrui Obesity/overweight BLA 2025/9/2 SC –
T2DM Phase III 2024/10/18 SC CTR20243938
BGM0504 GLP-1R/GIPR BrightGene/Sanjiu Obesity/overweight Phase III 2024/10/31 SC CTR20243983
T2DM Phase III 2024/12/10 SC CTR20244493
Olatorepatide
(HS-20094) GLP-1R/GIPR Hansoh/Regeneron Obesity/overweight Phase III 2024/10/31 SC CTR20243973
T2DM Phase III 2025/8/28 SC CTR20253481
Poterepatide
(HDM1005) GLP-1R/GIPR Huadong Medicine Obesity/overweight Phase III 2025/9/24 SC CTR20253677
T2DM Phase III 2026/2/3 SC CTR20260321
RAY1225 GLP-1R/GIPR Zhongsheng/Qilu Obesity/overweight Phase III 2025/6/18 SC CTR20251977
T2DM Phase III 2025/7/30 SC CTR20252996
Survodutide GLP-1R/GCGR Zealand/BI Ob esity/overweight Phase III 2023/12/14 SC CTR20234044
RO7795068 GLP-1R/GIPR Roche Obesity/overweight Phase III 2026/5/25 SC CTR20262017
Obesity/Overweight/T2DM Phase III 2026/6/2 SC CTR20262018
AZD9550 GLP-1R/GCGR AZ Obesity/overweight Pha se II 2025/5/6 SC CTR20251720
HEC88473 GLP-1R/FGF21 HEC/Apollo Therapeutics T2DM /obesity Phase II 2023/8/17 SC CTR20232481
HJ178 GLP-1R/GIPR Our company T2DM Phase II 2025/4/25 PO CTR20251614
HRS9531 Tablet GLP-1R/GIPR Hengrui Obesity/overweight Phase II 2025/2/19 PO CTR20250596
MWN101 GLP-1R/GIPR/GCGR Minwei Obesity/overweight Phase II 2024/3/7 SC CTR20240802
T2DM Phase II 2024/3/11 SC CTR20240817
MWN105 GLP-1R/FGF21/GIPR Minw ei/Sidera Bio Obesity/overweight Phase II 2025/8/20 SC CTR20253336
MWN109 GLP-1R/GIPR/GCGR Minwei Obesity/overweigh t Phase II 2025/8/14 SC CTR20253058
MWN109 Tablet GLP-1R/GIPR/GCGR Minwei Obesity/overweight Phase II 2025/12/8 PO CTR20254820
T2DM Phase II 2026/5/29 PO CTR20261918
Retatrutide GLP-1R/GIPR/GCGR Eli Lilly Obesity/ overweight Phase II 2026/3/12 SC / 2
THDBH120 GLP-1R/GIPR Tonghua Dongbao Obesity/ove rweight Phase II 2024/12/5 SC CTR20244607
UBT251 GLP-1R/GIPR/GCGR The United Laboratories/
Novo Nordisk
T2DM Phase II 2025/1/13 SC CTR20250029
Obesity/overweight Phase II 2025/2/17 SC CTR20250288
ZX2010 GLP-1R/GIPR Kanion T2DM Phase II 2025/6/26 SC CTR20252333
ZX2021 GLP-1R/GIPR/GCGR Kanion Obesity/overweight
Obesity/overweight
Phase II 2025/4/11 SC CTR20250527
DYX116 GLP-1R/GIPR/GCGR Jiangsu  Deyuan T2DM Phase II 2026/5/13 SC CTR20261893
Phase II 2026/5/18 SC CTR20261894
Notes:
(1) HJ178 acts through multiple mechanisms by simultaneously increasing GLP-1 secretion and reducing GIP secretion, thereby
producing glucose-lowering effects and providing weight-loss benefits.
(2) On February 15, 2026, a Phase II clinical trial of retatrutide for the treatment of obesity was initiated in Mainland China under
NCT07467447, while no related trial had been registered with the CDE.
(3) Fixed-dose combinations are not included in the list.
Source: CDE, CIC
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Among the multi-target GLP-1 related therapies above, there are 5 oral multi-target GLP-1 related
therapies under clinical development in China. Also, as of the Latest Practicable Date, there are 15
multi-target GLP-1 related therapies for type 2 diabetes and 20 multi-target candidates for obesity, as well
as 59 single-target candidates for type 2 diabetes and 55 single-target candidates for obesity.
On April 1, 2026, FDA approved orforglipron for chronic weight management in adults with obesity
or overweight. This milestone marks the first approval of a small-molecule, non-peptide oral GLP-1
receptor agonist. Eli Lilly has also submitted NDA in China for the treatment of type 2 diabetes in January
2026.
OVERVIEW OF GLOBAL AND CHINA KRAS TARGETED AND HCC TARGETED DRUG
MARKET
Non-Small Cell Lung Cancer (NSCLC)
Overview
Lung cancer is a malignant tumor originating from the bronchial mucosa or glands. It is one of the
most prevalent and deadly cancers in China and worldwide. In 2025, lung cancer was the most frequently
diagnosed cancer in China, accounting for 22% of new cases.
NSCLC is the predominant subtype, accounting for approximately 85% of all Lung cancers globally,
and remains a leading cause of cancer-related mortality, with substantial unmet medical need in China. The
two most common histological subtypes of NSCLC are adenocarcinoma (AC) and squamous cell
carcinoma (SCC), collectively accounting for 70% to 90% of NSCLC cases. Advances in next-generation
sequencing have enabled more precise molecular classification, driver mutations are identified in
approximately 60% of AC cases.
Incidence of NSCLC and Market Size of NSCLC drugs in Global and China
The global incidence of NSCLC increased from approximately 1.92 million cases in 2020 to 2.26
million in 2025 at a CAGR of 3.3%, and is estimated to increase to 2.58 million by 2030, representing a
CAGR of 2.7% from 2025 to 2030. In China, the incidence of NSCLC increased from approximately 0.83
million cases in 2020 to 1.01 million in 2025 at a CAGR of 4.0%, and is estimated to increase to 1.17
million by 2030, representing a CAGR of 3.1% from 2025 to 2030.
The following charts illustrates the historical and projected global and China NSCLC drug market
size from 2020 to 2030:
Global market size of NSCLC
drugs, 2020-2030E
China’s market size of NSCLC
drugs, 2020-2030E
USD billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
China 7.5% 9.8%
RoW 22.1% 9.8%
Total 19.2% 9.0%
5.3
17.2
22.5 5.8
24.2
29.9 5.9
31.6
37.4 6.5
36.7
43.1 7.1
42.2
49.2 7.7
46.7
54.3
8.3
51.3
59.6 9.1
56.5
65.6
9.9
61.4
71.4
11.0
66.4
77.4
12.2
71.5
83.7
RMB billion
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2020-2025 2025-2030E
China’s NSCLC drug market size 7.5% 9.8%
38.3 41.7 42.5
46.6
50.9
55.1
59.8
65.3
71.6
79.0
87.8
Source: Global Cancer Observatory, The National Childhood
Cancer Registry, The National Comprehensive Cancer
Network, Chinese Society of Clinical Oncology, CIC
Source: Annual report, NMP A, CIC
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KRASG12C is among the most clinically important KRAS mutation subtypes in NSCLC given its
meaningful prevalence and therapeutic relevance. In 2025, KRAS G12C mutated NSCLC accounted for
approximately 4.5% of NSCLC incidence in China. The incidence of KRAS G12C mutated NSCLC in China
increased from 37.0 thousand in 2020 to 45.5 thousand in 2025, and is projected to reach 52.4 thousand
by 2028. China’s NSCLC KRAS
G12C inhibitor market remains at an early stage. KRAS G12C inhibitors
were first launched in China in 2024, and four products are currently available as of LPD. The market size
of KRAS
G12C inhibitors in China is approximately RMB0.2 billion in 2025 and is expected to grow to
approximately RMB1.9 billion by 2030, representing a CAGR of approximately 63.5% from 2025 to 2030.
Today, few KRAS
G12C—specific inhibitors are broadly available, and patients often rely on chemotherapy
or immunotherapy, which have limited efficacy and poor outcomes in this setting.
NSCLC Diagnosis, Treatment Pathways and Unmet Clinical Needs
Advanced NSCLC continues to present significant unmet clinical needs. Although targeted therapies
such as TKIs have improved outcomes in certain molecularly defined subgroups, treatment resistance
commonly develops and post-resistance options remain limited, resulting in suboptimal long-term clinical
benefit. In addition, patients with other oncogenic drivers or without identifiable driver mutations continue
to face insufficient treatment options, highlighting substantial unmet demand for more effective therapies.
The mitogen-activated protein kinase (MAPK) pathway is a conserved intracellular signaling
cascade comprising key protein kinases—RAS, RAF, MEK, and ERK. It plays a central role in regulating
critical cellular functions, including proliferation, differentiation, survival, and apoptosis. Signal
transmission within the MAPK pathway is initiated when extracellular signals activate RAS, prompting a
switch from its inactive GDP-bound form to an active GTP-bound form. This triggers sequential activation
of RAF, MEK, and ERK. Activated ERK then phosphorylates various downstream targets, including
kinases and transcription factors, thereby modulating a broad range of cellular responses.
The following charts set forth the treatment guidelines for NSCLC by CSCO and NCCN Guidelines:
Treatment guidelines for NSCLC patients, CSCO 2024
la/r/m
NSCLC
• Operable: Surgical resection + Mediastinal lymph node dissection
• Inoperable: Radiotherapy ± Chemotherapy
EGFR (“classical”)
FIRST-LINE THERAPY (GRADE I)
ALK
ROS1
BRAF V600E
METex14
RET
Gene-negative
Non-squamous NSCLC
KRAS G12C
SUBSEQUENT THERAPY (GRADE I)
• PS=0~1: PD-1 therapy combined with chemotherapy,
 with or without bevacizumab
• PS=2: Single-agent chemotherapy
• PS=0~2: Immunotherapy or targeted therapy
• PS=3~4: Best supportive care
• EGFR TKI
• Targeted therapy
• Targeted therapy
• Targeted therapy
• Immunotherapy or targeted therapy, or chemotherapy for the squamous
• Targeted therapy
• Targeted therapy
• PD-1 therapy combined with chemotherapy, with or without bevacizumab
• Targeted therapy
• Immunotherapy or targeted
therapy, or chemotherapy for
the squamous
• Initial TKI (or others) ± local th erapy (Oligoprogress/CNS metastasis)
• TKI if effective (only for ALK)/ chemotherapy ± Beva (Extensive stage)
• Initial TKI + local therap y (Oligoprogress/CNS metastasis)
• TKI if T790M positive/Platinum-based chemotherapy ± Beva (Extensive stage)
• EGFR exon20ins TKI
Gene-Negative
Squamous NSCLC
Localized early NSCLC
GENE
NTRK
HER-2
• PD-1 therapy combined with chemotherapy, with or without bevacizumab
• Immunotherapy or targeted
therapy, or chemotherapy for the
squamous
• Targeted therapy
• Targeted therapy
• KRAS G12C inhibitor
• her1/her2/her4
TKI
• Immunotherapy or targeted therapy, or chemotherapy
for the squamous
• PD-1 therapy combined with
 chemotherapy, with or without
 bevacizumab
• PD-1 therapy combined with
 chemotherapy, with or without
 bevacizumab
• Her-2 targeted therapy
• Immunotherapy
• Only for Squamous:
Chemotherapy or
targeted therapy
EGFR (“ex20ins”)
Source: CSCO, CIC
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Treatment guidelines for NSCLC patients, NCCN version 5.2024
Stage IA~IIIA NSCLC
Stage
IVB
NSCLC
• Operable: Surgical exploration & resection + mediastinal lymph node dissection or systematic lymph node sampling
• Inoperable: Definitive RT, preferably stereotactic ablative radiotherapy
FIRST-LINE THERAPY
ALK
ROS1
METex14
RET
KRAS G12C
SUBSEQUENT THERAPY
• Osimertinib; Osimertinib + pemetrexed (non-squamous)
• Erlotinib, Afatinib, Gefitinib, Dacomitinib
• Alectinib, Brigatinib, Lorlatinib
• Ceritinib; Crizotinib
• Entrectinib, Crizotinib, Repotrectinib
• Ceritinib• Dabrafenib + Trametinib; Encorafenib + Binimetinib
• Vemurafenib or Dabrafenib
• Selpercatinib or Pralsetinib; Cabozantinib
• Continue alectinib or brigatinib or ceritinib or lorlatinib
• Local therapy for limited lesions
• Continue Osimertinib; Local therapy for limited lesions
• Amivantamab-vmjw+ carboplatin + pemetrexed (non-squamous)
Stage IIIB~IIIC NSCLC • Definitive concurrent chemoradiation • Durvalumab
Stage IIIA NSCLC • Stereotactic radiosurgery (SRS) alone or surgical
resection
PD-1 therapy combined
with chemotherapy,
with or without
bevacizumab, or
targeted therapyPD-1 therapy combined with chemotherapy,
with or without bevacizumab, or targeted therapy
• Sotorasib; Adagrasib
• Local therapy for limited lesions
• Continue entrectinib, crizotinib, repotrectinib, or ceritinib; lorlatinib
BRAF V600E
PD-1 therapy combined with chemotherapy, with or without bevacizumab, or targeted therapyNTRK1/2/3 • Larotrectinib or Entrectinib
• Capmatinibor Tepotinib; Crizotinib
ERBB2 (HER2) PD-1 therapy combined with chemotherapy,
with or without bevacizumab, or targeted therapy • Fam-trastuzumab, deruxtecan-nxki; Ado-trastuzumab emtansine
PD-L1 ≥1%
PD-L1 <1%
• PS 0-2: Biomarker-directed therapy • Continuation maintenance
• PS 3-4: Supportive care
• PS 3-4: Supportive care
PD-1 therapy combined with chemotherapy,
with or without bevacizumab,
or targeted therapy
• Maintenance therapy
GENE
• Systemic Therapy
EGFR
(“classical”)
EGFR
(“atypical”)
• S768I, L861Q, and/or G719X: Osimertinib, Afatinib; Erlotinib, Gefitinib,
Dacomitinib
• Exon 20ins: Amivantamab-vmjw + carboplatin/pemetrexed
PD-1 therapy combined with chemotherapy,
with or without bevacizumab, or targeted therapy
Source: NCCN, CIC
Overview of RAS and KRAS as Therapeutic Targets
RAS Pathway and Cancer Expression
RAS mutations are among the most common oncogenic alterations in human cancer, present in
approximately one-third of tumors. They are especially prevalent in pancreatic, colorectal, thyroid, lung,
and melanoma cancers. Among the RAS isoforms, KRAS is the most frequently mutated, found in over
20% of cancers, followed by NRAS with 8% and HRAS with 3.3%. Targeted drugs developed to address
these mutations include sotorasib, adagrasib, garsorasib, fulzerasib and glecirasib.
Pan-RAS or RAS(ON) multi-selective inhibitors have recently emerged as a new class of
RAS-targeted therapies. Daraxonrasib (RMC-6236), an oral RAS(ON) multi-selective inhibitor developed
by Revolution Medicines, has been clinically developed in RAS-mutant tumors, with its most advanced
regulatory progress currently in PDAC. In PDAC, daraxonrasib has received FDA Breakthrough Therapy
Designation, Orphan Drug Designation and a Commissioner’s National Priority V oucher. Revolution
Medicines has stated its intention to submit an NDA to the FDA under the CNPV program; however, as
of the Latest Practicable Date, no NDA had been submitted. In NSCLC, daraxonrasib remains under
clinical development; its global randomized Phase III RASolve 301 trial in previously treated RAS-mutant
NSCLC is ongoing, and no Phase III NSCLC efficacy data have been publicly disclosed. Its currently
disclosed NSCLC clinical data remain preliminary and were reported for the broader RAS G12X-mutant
population, with no separate publicly disclosed efficacy analysis for the KRAS
G12C-mutant NSCLC
subgroup. In disclosed NSCLC data, among patients treated with daraxonrasib at 120 mg to 300 mg once
daily, TRAEs led to dose interruption, dose reduction and treatment discontinuation in 48%, 27% and 6%
of patients, respectively, and 52% required dose modification due to TRAEs. The most common TRAEs
reported in at least 10% of patients included rash, with any-grade rash reported in 89% of patients and
Grade /H113503 rash reported in 7% of patients. Further, based on publicly available information, daraxonrasib
has not yet generated clinical data specifically in Chinese patients with NSCLC, and its potential clinical
adoption in China would depend on future China-related clinical development, regulatory approval and
commercialization progress. Therefore, while pan-RAS inhibitors may represent an emerging therapeutic
approach for RAS-mutant tumors, based on currently available data, they have not been established to
replace mutation-specific KRAS
G12C inhibitors in KRAS G12C-mutant NSCLC, and HJ891 may continue to
have a differentiated role if it demonstrates a favorable benefit-risk profile in its target treatment settings.
KRAS mutations occur most in pancreatic, rectal, colon and lung adenocarcinoma, the four cancer
types with the highest KRAS mutation rates.
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KRASG12C Inhibitors
KRAS is a key signaling protein involved in cell proliferation and survival through pathways
including MAPK. Oncogenic KRAS mutations lead to persistent downstream signaling and promote tumor
growth. KRAS mutations are common in PDAC, CRC and NSCLC, accounting for over 20% of all
cancers, which highlights the need for mutation-specific KRAS-targeted therapies.
As of the Latest Practicable Date, four KRAS
G12C inhibitors had been approved in China. Apart from
KRASG12C inhibitors, the alternative treatment of NSCLC includes immunotherapy and chemotherapy,
with a targeting patient population for second-line NSCLC reaching 28.8 thousand in China in 2025. The
following chart illustrates number of approved drugs in China and globally and treatment comparisons for
KRAS
G12C-mutated NSCLC as of the Latest Practicable Date:
Number of approved drugs and treatment comparisons in KRAS G12C + NSCLC, as of the Latest
Practicable Date
MoA
No. of
approved
drugs in China
No. of
approved
drugs globally
Representative
drugs Target Company NRDL Approval in
China
Approval in
the U.S. Advantages Limitations
Targeted
therapies 42
Sotorasib
Lumakras® KRASG12C Amgen - No Yes
• Specific inhibitors directly
target KRASG12C mutation
• Improved understanding of
KRAS-driven tumor biology
• Potential for combination with
immunotherapy to enhance
efficacy
• Resistance develops with
prolonged use
• Currently approved mainly as
second-line treatment
• Limited overall survival
benefit shown vs
chemotherapy in some trials
Adagrasib
Krazati
® KRASG12C BMS - No Yes
Fulzerasib
䚊ե⢯® KRASG12C Genfleet/
Innovent Yes Yes No
Garsorasib
ᆿᯯም® KRASG12C CTTQ Yes Yes No
Glecirasib
ࠧ® KRASG12C Jacobio/
Allist Yes Yes No
Sosimerasib
☕‸㗄® KRASG12C Jeyou No Yes No
Immunotherapy2 16 12
Pembrolizumab
Keytruda®/ਥ⪔䚊® PD-1 Merck No Yes Yes
• Offers survival benefits,
especially with high PD-L1
expression
• Can be combined with
chemotherapy for additive
effect
• Efficacy affected by KRAS co-
mutations (e.g., STK11, KEAP1)
• Some KRAS mutations (e.g.,
G12D) may respond less well
• Immune-related adverse
effects may occurNivolumab
Opdivo
®/ↆ⣺⊹® PD-1 BMS No Yes Yes
Chemotherapy –1 –1 Docetaxel
Taxotere®/⌦㍘ᑓ® -S a n o fi Y e s Y e s Y e s
• Effective for rapid tumor
burden reduction
• Often combined with
immunotherapy in KRASG12C
NSCLC patients for better
outcomes
• Non-specific, toxic side
effects
• Resistance and relapse
common
• Limited efficacy as
monotherapy in KRAS
G12C
mutant tumors
Notes:
(1) The approval number is not readily estimable, as certain chemotherapy agents are used based on guidelines or established
clinical practice rather than indication-specific approvals;
(2) The immunotherapy has been approved for the indication of NSCLC, rather than specifically for KRAS G12C-mutant NSCLC.
Source: NMP A, FDA, EMA, PMDA, CIC
KRAS targeted Drug and Market Size of NSCLC KRAS G12C Therapies
In 2025, there were approximately 1,008.3 thousand newly diagnosed NSCLC in China and 2,258.6
thousand globally. KRAS-mutant NSCLC accounted for 103.9 thousand (about 10.3%) cases in China, and
478.8 thousand cases (about 21.2%) globally.
In 2025, the incidence of KRAS
G12C-mutated NSCLC cases were 45.5 thousand (4.5% of NSCLC
incidence) in China and 203.3 thousand (9.0% of NSCLC incidence) globally. These figures indicate a
higher overall prevalence of KRAS-mutant NSCLC and a higher share of the G12C subtype globally than
in China, suggesting regional differences in molecular profiles and treatment opportunities.
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Globally, the first KRAS G12C inhibitors for KRAS G12C-mutated NSCLC were approved in 2021.
Since then, the market has grown steadily, reaching US$0.3 billion in 2022 and growing to US$0.6 billion
by 2025. In 2025, China’s first KRAS
G12C inhibitor was officially approved, while the Chinese market size
was approximately RMB0.2 billion in 2025, which remained relatively small compared to the global
market.
The global market is projected to expand significantly, reaching approximately US$1.9 billion by
2030, while the Chinese market is expected to also experience rapid growth, reaching RMB1.9 billion by
2030, representing a CAGR of 63.5% from 2025 to 2030. This projection highlights the significant
commercial opportunity and accelerating adoption of KRAS
G12C-targeted therapies in China over the
coming years.
Market Drivers and Future Trends of NSCLC KRAS G12C Mutation Drug Market
 Increasing adoption of molecular testing for KRAS mutations. The growing adoption of
comprehensive molecular testing, including next-generation sequencing (NGS), has improved the
identification rate of patients with KRAS
G12C mutations in NSCLC. Broader testing coverage and
increasing physician awareness have expanded the addressable patient population eligible for
KRAS
G12C-targeted therapies.
 Currently approved KRAS G12C inhibitors in China are primarily indicated for second-line or
later-line treatment following disease progression on standard therapies. Ongoing clinical
development programs are evaluating the use of KRAS
G12C inhibitors in earlier-line settings,
including first-line monotherapy and combination regimens. If successfully developed and approved,
such label expansions are expected to significantly expand the eligible patient population and further
drive market penetration and commercial growth.
Favorable Regulatory Environment Supporting Innovative Drug Development in China
 Accelerated regulatory pathways for innovative drugs: Recent regulatory reforms in China have
streamlined the review and approval process for innovative drug clinical trial applications,
shortening review timelines to approximately 30 working days and strengthened early
communication between sponsors and regulators, improving development efficiency and time to
market.
 Enhanced full-lifecycle support for first-in-class innovative drugs: In 2026, Chinese regulatory
authorities announced strengthened full-lifecycle support measures for innovative drugs with novel
mechanisms of action or novel targets. Such measures cover clinical development, regulatory review
and approval processes, with the objective of promoting earlier market entry and encouraging
original innovation within China’s pharmaceutical industry.
Clinical V alue of Combining KRAS and PD-1 Inhibitors
KRAS
G12C inhibitors have validated KRAS as a clinical druggable target. Various combination
strategies involving KRAS G12C inhibitors and other agents—such as PD-(L)1, SHP2, EGFR, and MEK
inhibitors—are being actively explored in clinical trials for improved clinical efficacy. Among these, the
combination of KRAS
G12C inhibitors with PD-1 inhibitors has demonstrated particularly promising
efficacy in patients with KRAS G12C-mutated NSCLC.
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Pipeline Comparison of KRAS Targeted Drugs
The following table summarizes global approved KRAS targeted drugs with the indication of solid
tumor as of the Latest Practicable Date:
Global approved KRAS targeted drug with the indication of solid tumor
Product MOA Company Indication Initial
Approval Date Dosage Price in US and China
Sotorasib
(LUMAKRAS®)
KRASG12C
Amgen • KRAS G12C-mutated locally advanced or
metastatic NSCLC who have received at
least one prior systemic therapy
• KRAS G12C-mutated locally advanced or
metastatic CRC who have received prior
chemotherapy
FDA: 2021.05
EMA: 2021.11
PMDA: 2022.01
960mg QD US: ~23,000 USD
per month
Adagrasib
(KRAZATI
®) BMS FDA: 2022.12
EMA: 2024.01 600mg BID US: ~22,500 USD
per month
Fulzerasib
(䚊ե⢯®)
Genfleet/
Innovent
• KRAS G12C-mutated Locally Advanced or
Metastatic NSCLC who have received at
least one prior systemic therapy
NMPA: 2024.08 600mg BID China: ~12,400 RMB
per month
Garsorasib
(ᆿᯯም
®) InventisBio NMPA: 2024.11 600mg BID China: ~10,980 RMB
per month
Glecirasib
(ࠥ®)
Jacobio/
Allist NMPA: 2025.05 800mg QD China: ~12,000 RMB
Sosimerasib
( ☕‸㗄®) Jemincare NMPA: 2026.02 N/A N/A
Source: Company website, NMP A, FDA, EMA, PMDA, CIC
The following table summarizes pipelines and the total number of KRAS G12C-targeted drug
candidates for solid tumors registered with the CDE in China as of the Latest Practicable Date. As of the
same date, there were 17 such candidates with active registered clinical-stage development in China, 9 of
which were in Phase II or later, including certain approved drugs that were subject to ongoing
confirmatory, combination or indication-expansion studies.
Pipelines of KRAS
G12C Targeted Drugs for Solid Tumors, CDE-registered
Candidate Company Indication Treatment Line Phase First Posted Date Trial Number
Adagrasib BMS/Zai Lab
NSCLC with KRASG12C mutation 2L+ III 2022-05-31 CTR20221262
NSCLC with KRASG12C mutation (combo with cetuximab) 2L+ III 2022-02-09 CTR20220199
NSCLC with KRASG12C mutation (combo with pembrolizumab) 1L III 2024-03-27 CTR20240835
Divarasib Roche NSCLC with KRASG12C mutation  2L+ III 2022-10-11 CTR20222238
NSCLC with KRASG12C mutation (combo with pembrolizumab) 1L II 2023-12-05 CTR20233972
Garsorasib1 InventisBio
NSCLC with KRASG12C mutation 2L+ III 2024-01-11 CTR20240098
Non-squamous NSCLC with KRASG12C mutation (combo with IN10018) 1L III 2025-08-18 CTR20253319
NSCLC, CRC and other solid tumors with KRASG12C mutation (Monotherapy,
or combo with cetuximab) 2L+ II 2021-12-01 CTR20212920
Sotorasib Amgen NSCLC with KRAS G12C mutation and PD-L1 negative (combo with chemotherapy) 1L III 2024-03-05 CTR20240724
Glecirasib Jacobio/Allist PC with KRASG12C mutation 2L+ II 2023-08-18 CTR20232444
MK-1084 MSD NSCLC with KRASG12C mutation and PD-L1 TPS≥50% (combo with pembrolizumab) 1L III 2024-06-27 CTR20242278
Olomorasib Eli Lilly NSCLC with KRASG12C mutation (combo with pembrolizumab, or chemotherapy) 1L/2L+ III 2024-08-06 CTR20242544
NSCLC with KRASG12C mutation (combo with pembrolizumab, durvalumab) 2L+ III 2025-03-21 CTR20250763
HJ891 Our company Non-squamous NSCLC with KRASG12C mutation (combo with Toripalimab) 1L/2L+ Ib/III 2024-01-08 CTR20240054
NSCLC − IIb 2023-05-04 CTR20231351
HRS-7058 Suncadia
NSCLC with  KRASG12C mutation 2L+ III 2026-05-15 CTR20261946
PC with KRASG12C mutation 2L+ II 2026-05-15 CTR20261820
Advanced solid tumors − II 2025-04-10 CTR20251267
ZG19018 Zelgen Advanced solid tumors with KRASG12C mutation 2L+ I/II 2022-02-15 CTR20220296
D3S-001 D3 Bio Advanced solid tumors with KRASG12C mutation (Monotherapy, or combo with
pembrolizumab, cetuximab, or chemotherapy) − I/II 2022-10-21 CTR20222546
HYP-2090PTSA Huiyu Advanced solid tumors with KRAS G12C mutation − I/II 2023-12-22 CTR20234061
SY-5933 Shouyao Holdings Advanced solid tumors with KRASG12C mutation (combo with conteltinib) − I/II 2025-04-30 CTR20251745
Fulzerasib Innovent
CRC with KRASG12C mutation (combo with cetuximab) − Ib/III 2022-08-09 CTR20221972
Non-squamous NSCLC with KRASG12C mutation (combo with chemotherapy) − Ib/III 2022-09-14 CTR20221975
Advanced solid tumors with KRASG12C mutation − I/II 2021-08-12 CTR20211933
GEC255 generosbio Advanced solid tumors with KRASG12C mutation − I 2021-10-22 CTR20212486
HS-10370 Hansoh Advanced solid tumors with KRAS G12C mutation − I 2022-03-28 CTR20220710
BEBT-607 BeBetter Med Advanced solid tumors with KRASG12C mutation 2L+ I 2023-06-14 CTR20231811
Note:
(1) Garsorasib received conditional NMPA approval in November 2024 for previously treated KRAS G12C-mutated NSCLC
based on its pivotal phase II data, while ongoing the phase III trial are being conducted to provide the clinical evidence
required to convert this into a full approval
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(2) As advised by CIC, the Company, as the Marketing Authorization Holder (MAH)/applicant for its own product and the sole
sponsor of the combination trials, may seek marketing authorization for new indications of its product based on the study
results, including its proposed use in the relevant combination regimen with an approved drug. Under the applicable NMPA
regulatory framework, such application would be submitted by the Company in respect of its own product, without requiring
the consent, participation or co-filing by the MAH/applicant of the approved combination partner drug.
Source: CDE, CIC
HCC
Overview
Primary liver cancer (PLC), which includes HCC, intrahepatic cholangiocarcinoma (ICC), and
combined hepatocellular-cholangiocarcinoma (cHCC-CCA), is a malignant tumor originating from liver
cells or intrahepatic bile duct epithelium. HCC is the predominant subtype, accounting for approximately
90% of liver cancer cases.
Liver cancer poses a significant global health burden, with over one million new cases expected by
2025. It has particularly high incidence in Asia, with approximately 75% of cases occurring in the region,
and China alone accounting for approximately half of the global total. Chronic infection with hepatitis B
or C viruses is the leading cause of HCC, with over 90% of cases developing against a background of
chronic liver disease. Notably, around 70% of PLC cases are diagnosed at an advanced stage, and the
five-year survival rate remains low—26-50% in China and 14% in the United States.
HCC Incidence and Market Size of targeted-drugs
The global incidence of HCC was approximately 676 thousand cases in 2025, of which
approximately 305 thousand occurred in China. Although the incidence is expected to decline, likely
driven by improved hepatitis prevention and early screening efforts, continued introduction of innovative
therapies specifically targeting HCC, the market is expected to support market recovery and steady
growth.
The diagram below illustrates the historical and projected market size of HCC targeted therapies in
China from 2020 to 2030:
Market size of HCC targeted-drugs in China, 2020-2030E
RMB billionCAGR 2020-2025 2025-2030E
24.4% 8.5%HCC Targeted drugs
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
5.1
6.1
9.9
12.9
14.6 15.2
16.6
18.1
19.6
21.3
22.9
Source: NMP A, Chinese Society of Clinical Oncology, CIC
Traditional treatments for HCC, surgery, liver transplantation, and chemotherapy, have limited
effectiveness, especially in advanced stages. Targeted therapies enable a more effective, personalized
approach. Immunotherapies (PD-1/PD-L1 inhibitors) and tyrosine kinase inhibitors (TKIs) such as
sorafenib, lenvatinib, and regorafenib have improved survival in advanced HCC, leading to wider adoption
in Chinese clinical practice. The approval of combination regimens that pair immune checkpoint inhibitors
with TKIs is further accelerating market growth. Looking ahead, steady expansion is expected, driven by
newly launched TKIs with novel targets (e.g., FGFR, GPC-3), broader use of TKI–immunotherapy
combinations, and a shift toward chronic disease management that supports longer survival.
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Treatment and Unmet Clinical Need
Systemic therapies for HCC include chemotherapy, immunotherapy-based combinations and targeted
small molecules in the first-line setting, and targeted therapies and immunotherapies in the second-line
setting. Although surgical resection remains the primary treatment approach, recurrence occurs in 60-70%
of patients within five years, underscoring the importance of systemic therapies in advanced or recurrent
disease.
Although HCC involves multiple gene mutations, few actionable driver mutations have been
identified. Existing targeted therapies mainly act on VEGF/VEGFR pathways, which limits overall
efficacy, while immunotherapy has shown modest efficacy, with ORR typically below 30%.
The following chart illustrates treatment pathways for HCC:
Treatment Pathway for Hepatocellular Carcinoma
HCC
Phase Ia Phase IIa Phase IIIb
Early Stage Middle & Late Stage
Phase IV
• Surgical Resection
• Ablation Therapy
• Liver Transplantation
•T A C E
•S u r g e r y
• Systemic
Antitumor
Therapy
• Systemic
Antitumor
Therapy
•T A C E
• Radiotherapy
• Symptomatic
Support
• Transplantation
• Palliative Care
First-line
Second-line
Pathway for Systemic Therapy, Systemic therapies play a critical role, particularly in advanced-stage or recurrent cases.
• Chemotherapy
• Atezolizumab + Bevacizumab; Sintilimab + Bev acizumab Biosimilar; Apatinib + Camrelizumab; Tislelizumab
• Donafenib; Lenvatinib; Sorafenib
• Regorafenib; Apatinib; Ramucirumab
• Camrelizumab; Tislelizumab; Pembrolizumab
20%-30% 70%-80%
Phase IIIa
• TACE/+Systemic
Antitumor Therapy
• Systemic Antitumor
Therapy
•S u r g e r y
• Radiotherapy
Phase IIb
•S u r g e r y
•T A C E
• Surgery+Ablation
/TACE+Ablation
• Transplantation
Phase Ib
•S u r g e r y
• Ablation Therapy
• Ablation/TACE*+
Ablation
• Transplantation
Note: TACE: transarterial chemoembolization
Source: CSCO 2024, CIC
As of the Latest Practicable Date, no FGFR4 inhibitors had been approved in China. Apart from
FGFR4 inhibitors, the alternative treatment of FGFR4 overexpressed HCC include chemotherapy, VEGFR
inhibitors, and immunotherapy, with a targeting patient population of second-line HCC reaching 6.6
thousand in China in 2025. The following chart compares treatment options for HCC:
MoA
No. of
approved
drugs in China
No. of
approved
drugs globally
Representative
drugs Target Company NRDL Approval in
China
Approval in
the U.S. Advantages Limitations
Chemotherapy -1 -1 FOLFOX4 – / Yes Yes Yes
• •
•
•
•
Usually cheaper
• Works in most cases
• Effectively inhibit
metastasis
• May have faster
response
Have a long list of side
effects including GI
reactions, bone marrow
function inhibition, liver
and kidney damage,
alopecia and neuro
toxicity
Targeted drugs 86
Bevacizumab
Avastin
®/τ㏣͓® VEGFA Roche Yes Yes Yes
• Highly targeted, less
damage towards normal
cells, controllable side
effects
• Effective when against
cancer with certain
genotype
Mutations in cancer cells
may cause drug tolerance
May cause adverse events
such as hand-foot skin
reaction and fatigue
Not curative for most
advanced cases
Ramucirumab
Cyramza
®/Ҏ̄᫽® VEGFR2 Eli Lilly/
Innovent No Yes Yes
Lenvatinib
Lenvima®/ᆀሊီ®
VEGFR1/2/3;
FGFR1/2/3/4;
PDGFRα; RET; KIT
Eisai Yes Yes Yes
Cabozantinib
Cabometyx®
MET, RET, AXL,
VEGFR2, FLT3, c-KIT Exelixis - - Yes
Immunotherapy 12 10
Pembrolizumab
Keytruda®/̙๿༺® PD-1 Merck No Yes Yes
• May have effect over a
longer period of time
• May cause less damage
towards normal cells
• Rely on patients’ own
immune system, in the
whole patients group the
overall response rates
remain modest
•
Tremelimumab
Imjudo
®/ՙɭ®
May cause
immune-related
adverse events
CTLA-4 AZ - Yes Yes
Ipilimumab
Yervoy
®/අӜ® CTLA-4 BMS No Yes Yes
Finotonlimab
τС̻® PD-1 SinoCelltech Yes Yes -
Tislelizumab
ϵዣτ® PD-1 Beigene Yes Yes -
Notes: VEGF A: vascular endothelial growth factor A; VEGFR2: vascular endothelial growth factor receptor 2; VEGFR: vascular
endothelial growth factor receptor; FGFR: fibroblast growth factor receptor; PDGFR /H9251: platelet-derived growth factor receptor
alpha; RET: rearranged during transfection; KIT: KIT proto-oncogene receptor tyrosine kinase; MET: mesenchymal-epithelial
transition factor; AXL: AXL receptor tyrosine kinase; EGFR2: epidermal growth factor receptor 2; FLT3: Fms-like tyrosine kinase
3; FOLFOX4: folinic acid, fluorouracil, and oxaliplatin regimen 4
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(1) The approval number is not readily estimable, as certain agents are used based on guidelines or established clinical practice
rather than indication-specific approvals
Source: NMP A, FDA, EMA, PMDA, CIC
Competitive Landscape of HCC Targeted Drugs
The following table sets forth marketed HCC targeted drugs candidates approved by the NMPA in
China as of the Latest Practicable Date:
Overview of marketed HCC targeted drugs approved by NMPA, as of the
Latest Practicable Date
Generic name Brand name Original MAH Target Treatment line NMPA approval Efficacy NRDL status Month spending
Sorafenib Nexavar®
ߕ® Bayer
CRAF; BRAF; c-KIT;
FLT3; VEGFR1/2/3;
PDGFRα/β
1L 2006
SHARP
ORR: 2%; DCR: 43%
mTTP: 5.5 months
mOS: 10.7 months
Yes RMB ~10,000
Lenvatinib Lenvima
®
ᆀሊီ® Eisai VEGFR1/2/3; FGFR1/2/3/4;
PDGFRα; RET; KIT 1L 2018
REFLECT
ORR: 24.1%
mPFS: 7.4 months
mOS: 13.6 months
Yes RMB ~7,500
Donafenib Zepsun®
ዣ౷͛® Suzhou Zelgen VEGFR; PDGFR; RAF 1L 2021
ZGDH3
ORR: 4.6%; DCR: 30.8%
mPFS: 3.7 months
mOS: 12.1 months
Yes RMB ~6,000
Regorafenib Stivarga®
ຬˑ® Bayer
VEGFR1/2/3; TIE2; FGFR1/2;
KIT; BRAF; RET;
PDGFRα/β 2L 2017
RESORCE
ORR: 11%
mPFS: 3.1 months
mOS: 10.6 months
Yes RMB ~15,000
Ramucirumab Cyramza®
Ҏ̄኿® Eli Lilly VEGFR2 2L 2022
REACH-2
ORR: 4.6%
mPFS: 2.8 months
mOS: 8.5 months
No RMB ~30,000
Apatinib Aitan®
Ўվ® Jiangsu Hengrui VEGFR2
2L 2020
1L 2023
AHELP
ORR: 10.7%
mPFS: 4.5 months
mOS: 8.7 months
CARES-310
ORR: 25.4%
mPFS: 5.6 months
mOS: 23.8 months
Yes RMB 3,000~9,500
Anlotinib ၅̙ၪ® CHIA TAI TIANQING KIT; VEGFR; PDGFR;
FGFR 1L 2025
APOLLO
mPFS: 6.9 months
mOS: 16.5 months
No RMB ~6,800
Bevacizumab τၪ͓® Roche VEGFA 1L
Mono/Combo
Mono
Mono
Mono
Mono
Mono
Mono
Combo with camrelizumab
Combo with penpulimab
2020
IMbrave150
mPFS: 6.8 months
mOS: 19.2 months
Yes RMB ~2,500Combo with atezolizumab
Notes: CRAF: RAF proto-oncogene serine/threonine kinase; RET: rearranged during transfection; BRAF: B-Raf proto-oncogene
serine/ threonine kinase; c-Kit: KIT proto-oncogene receptor tyrosine kinase; FLT3: Fms-like tyrosine kinase 3; VEGFR: vascular
endothelial growth factor receptor; PDGFR: platelet-derived growth factor receptor; RAF: rapidly accelerated fibrosarcoma; TIE2:
tyrosine kinase with immunoglobulin and EGF-like domains 2; VEGF A: vascular endothelial growth factor A
Source: NMP A, CIC
Overview of FGFR4 Inhibitors
The fibroblast growth factor receptor (FGFR) family comprises four transmembrane receptor
tyrosine kinases: FGFR1, FGFR2, FGFR3, and FGFR4. Aberrations in FGFRs, including gene
amplification, fusion, and mutation, occur in approximately 5% to 10% of all human cancers and are
recognized as key oncogenic drivers. Among FGFRs, FGFR4 signals primarily through selective binding
to its ligand FGF19. High co-expression of FGF19 and FGFR4 is associated with poor prognosis across
multiple cancer types, such as breast cancer, pancreatic cancer, and NSCLC. In HCC, aberrant activation
of the FGF19-FGFR4 signaling axis is a key oncogenic pathway, making FGFR4 a promising therapeutic
target.
Through its interaction with FGF19, FGFR4 activates downstream signaling pathways that regulate
cell proliferation, differentiation, migration, and survival. FGFR4 amplification has been detected in
several cancers, notably gastric cancer and melanoma, but is most commonly observed in HCC. It is
estimated that approximately 50% of HCC cases exhibit FGFR4 overexpression, representing around
300,000 new cases globally each year, including about 150,000 annually in China. Despite its clinical
relevance, no highly selective FGFR4 inhibitors have been approved globally to date.
Market Size of FGFR4-selective inhibitors in China
FGFR4 is considered one of the most promising therapeutic targets for HCC. However, to date, no
FGFR4-selective inhibitor has received regulatory approval globally, although several candidates are
currently undergoing clinical development. Given that approximately 50% of HCC patients exhibit FGFR4
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overexpression, a selective FGFR4 inhibitor has the potential to become a treatment option. Following its
initial approval, the market is expected to expand rapidly. Specifically, the market for FGFR4-targeted
therapies is projected to grow at a CAGR of 54.5% from 2028 to 2032.
FGFR4 is one of the most promising targets in HCC, yet no FGFR4 selective inhibitor has been
approved globally to date, although several are in clinical trials. Targeting FGFR4 offers a novel approach
that addresses a key treatment gap in tumors with limited responses to existing therapies. In advanced
HCC, resistance to current treatments often limits long term survival; FGFR4 selective inhibitors may help
overcome resistance and provide a more precise option to improve outcomes. Given the scarcity of
effective targeted drugs, market penetration for FGFR4 inhibitors is expected to begin at about 4% and rise
to roughly 20% by 2032.
Competitive Landscape of FGFR4-selective inhibitors in China
The table below provides an overview of the pipelines of innovative FGFR4-selective inhibitors for
the treatment of HCC, registered with the CDE as of the Latest Practicable Date:
Clinical pipelines of innovative FGFR4-selective inhibitors, CDE-registered
Drug name Target Treatment Line Company Phase Indication First Posted Date Trial Number
Irpagratinib FGFR4 2L+ Abbisko Pharma Ph II pivotal Advanced or unresectable HCC 2025-04-16 CTR20251382
HJ197 FGFR4 2L+ Our company Phase III enabling Advanced HCC / /
BB102 FGFR4 2L+ Broden Bio II Advanced or  unresectable HCC 2025/11/25 CTR20254460
Fisogatinib FGFR4 − CStone Pharma/
Blueprint Medicine Ib/II Advanced HCC 2019/11/27 CTR20190180
SY-4798 FGFR 4 2L+ Shouyao Holdings I Advanced solid tumors, including
HCC 2021/4/14 CTR20210550
Source: official website, CDE, CIC
SOURCE OF INFORMATION
In connection with the Global Offering, we have commissioned CIC, an Independent Third Party, to
conduct a detailed analysis and to prepare an industry report on the relevant global and PRC drug markets.
The CIC Report has been prepared by CIC independent from our influence. We have agreed to pay CIC
a fee of RMB580,000 for the preparation of the CIC Report which we consider is in line with the market
rates. Except as otherwise noted, all data and forecasts in this section are derived from the CIC Report.
Our Directors confirm that, after taking reasonable care, there is no adverse change in the market
information since the date of the CIC Report which may qualify, contradict or have an impact on the
information disclosed in this section.
CIC conducted both primary and secondary research using a variety of resources. Primary research
involved interviewing key industry experts and leading industry participants. Secondary research involved
analyzing data from various publicly available data sources, including but not limited to the National
Bureau of Statistics, the NMPA, the FDA, National Health Commission of the People’s Republic of China,
the International Monetary Fund, World Health Organization. The market projections in the commissioned
report are based on the following key assumptions: (i) the overall social, economic and political
environment in China is expected to remain stable during the forecast period; (ii) China’s economic and
industrial development is likely to maintain a steady growth trend over the next decade; (iii) related key
industry drivers are likely to continue driving the growth of the market during the forecast period; and (iv)
there is no extreme force majeure or industry regulation in which the market may be affected dramatically
or fundamentally.
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We are subject to a variety of PRC laws, rules and regulations affecting many aspects of our business.
This section summarizes the major PRC regulatory authorities and PRC laws and regulations that we
believe are relevant to our business and operations in the PRC.
PRINCIPAL REGULATORY AUTHORITIES
NMPA and Center for Drug Evaluation
National Medical Products Administration (္ຖ၍ଣ҅) (formerly known as the China
Food and Drug Administration (္ຖ၍ଣᐼ҅) (the “CFDA”)) (the “NMPA”) is the
department in charge of the pharmaceutical industry of China. It is primarily responsible for supervision
and management of safety of pharmaceuticals, medical devices and cosmetics, including drawing up the
relevant laws and regulations; conducting standard management, registration management, quality
management and post-market risk management for drugs, medical devices and cosmetics; and organizing
and guiding the supervision and inspection of drugs, medical devices and cosmetics and etc.
Center for Drug Evaluation, NMPA (ᄲ൙ʕː) (the “CDE”) is the
technical evaluation unit for drug registration with NMPA. It is primarily responsible for conducting
technical evaluation on the drugs application for registration and verifying the relevant drug registrations.
NHC
The National Health Commission (ึ) (formerly known as the National Health
and Family Planning Commission (ึ)) (the “NHC”), is primary national
regulator for national public health and medical system.
It is primarily responsible for drafting national health policies, supervising and regulating public
health, healthcare services and etc.
NHSA
The National Healthcare Security Administration (ღ҅) (the “NHSA”), a new authority
established in May 2018, is directly under the State Council and responsible for the management of the
healthcare security system.It is primarily responsible for drafting and implementing policies and standards
on medical insurance, maternity insurance and medical assistance; and etc.
PRINCIPAL REGULATORY PROVISIONS
Laws and Regulations on New Drugs
Research and development of new drugs
The Drug Administration Law of the PRC () (the “Drug
Administration Law”) promulgated by the Standing Committee of the National People’s Congress (the
“SCNPC”) in September 1984, last amended on August 26, 2019 and became effective on December 1,
2019, and the Implementation Regulations of the Drug Administration Law of the PRC ( ʕശɛ͏΍ձ
ૢԷ) (the “Implementation Regulations”) promulgated by the State Council in
August 2002 and last amended on December 6, 2024 and became effective on January 20, 2025, have laid
down the legal framework for the establishment and maintenance of pharmaceutical manufacturing and
trading enterprises. The developer and clinical trial applicant of any new drug shall truthfully submit the
new drug’s manufacturing method, quality specifications, results of pharmacological and toxicological
tests and the related data, documents and samples to the NMPA for approval before any clinical trial is
conducted.
The General Office of the State Council and the General Committee of China Communist Party
jointly issued the Opinions on Deepening the Reform of the Evaluation and Approval Systems and
Encouraging Innovation on Drugs and Medical Devices (ᔼᐕኜ૛௴
จԈ) (the “Innovation Opinions”) on October 2017.
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Non-clinical research
The non-clinical safety evaluation study for drugs for the purpose of applying for drug registration
shall be conducted in accordance with the Administrative Measures for Good Laboratories Practice ( ᖹ
Ӻሯඎ၍ଣ஝ᇍ), which was promulgated in August 2003 and amended in July 2017 by the
CFDA and became into effective on September 1, 2017. In April 2007, the CFDA issued the Circular on
Measures for Certification of Good Laboratory Practice (Ӻሯඎ၍ଣ஝ᇍႩᗇ၍ଣ፬
), last amended on January 19, 2023 and taking effect on July 1, 2023, which set forth the
requirements for an institution to apply for a Certification of Good Laboratory Practice to undertake
non-clinical research on drugs.
Animal Testing
According to the Regulations for the Regulation on Administration of Experimental Animals ( ྼ
၍ଣૢԷ) issued by the State Scientific and Technological Commission on November 14, 1988
and last amended by the State Council on March 1, 2017, the Administrative Measures on Good Practice
of Experimental Animals () jointly issued by the State Scientific and
Technological Commission and the State Bureau of Quality and Technical Supervision on December 11,
1997 and the Administrative Measures on the Certificate for Experimental Animals (Trial) (஢
ج(༊Б)) issued by the Ministry of Science and Technology and other regulatory authorities
on December 5, 2001 and effective from January 1, 2002, using, breeding, providing, transporting
experimental animals shall be subject to some rules and requirements, and performing experimentation on
animals requires a Certificate for Use of Experimental Animals.
Application for clinical trial
According to the Decision on Adjusting the Approval Procedures of Certain Administrative Approval
Items for Drugs () promulgated by the CFDA on
March 17, 2017, the decision on the approval of clinical trials of drugs shall be made by the CDE from
May 1, 2017. According to the Administrative Measures for Drug Registration ()
(the “Circular 27”), which was promulgated on January 22, 2020 and took effect on July 1, 2020, drug
clinical trials shall be divided into Phase I clinical trial, Phase II clinical trial, Phase III clinical trial, Phase
IV clinical trial, and bioequivalence trial. In accordance with Circular 27 and the Announcement on
Adjusting Evaluation and Approval Procedures for Clinical Trials for Drugs (ᑗґ༊᜕ᄲ
ʮѓ) issued in July 2018, if a clinical trial applicant does not receive any negative or
questioned opinions from the CDE within 60 days after the date when the trial application is accepted and
the fees are paid, the applicant can proceed with the clinical trial in accordance with the trial protocol
submitted to the CDE.
After obtaining the approval of clinical trial from the NMPA, the applicant must complete the clinical
trial registration at the Drug Clinical Trial Information Platform for public disclosure in accordance with
the Circular on Drug Clinical Trial Information Platform (ʮѓ), which
came into effect in September 2013.
Conduct of clinical trial
Such clinical trial institutions shall be subject to filing requirements, with the exception of
institutions that only engage in analysis of biological samples which shall not be subject to such filing
requirements. The NMPA is responsible for setting up a filing management information platform for the
registration, filing and operation management of drug clinical trial institutions, as well as the entry,
sharing and disclosure of information from the supervision and inspection activities conducted by the drug
regulatory authorities and competent healthcare authorities.
Clinical trials must be conducted in accordance with the Good Clinical Practice for Drug Trials ( ᖹ
ᑗґ༊᜕ሯඎ၍ଣ஝ᇍ) promulgated by NMPA and NHC on April 23, 2020 and effective on July 1,
2020, which stipulates the requirements for the procedures of conducting clinical trials, including
preclinical trial preparation, trial protocols, protection of testees’ rights and interests, duties of researchers,
sponsors and monitors, as well as data management and statistical analysis.
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According to the Announcement on Adjusting Evaluation and Approval Procedures for Clinical
Trials for Drugs (ʮѓ), where the application for clinical trial
of new drug has been approved, upon the completion of Phases I and II clinical trials and prior to Phase
III clinical trial, the applicant shall submit the application for communication meetings to CDE to discuss
with CDE the key technical questions including the design of Phase III clinical trial protocol. According
to the Administrative Measures for Communication on the Research, Development and Technical
Evaluation of Drugs (), revised by the NMPA on December
10, 2020, during the research and development periods and in the registration applications of, among
others, the innovative new drugs, the applicants may propose to conduct communication meetings with the
CDE.
According to the Announcement on Matters Concerning the Optimization of Drug Registration
Review and Approval (ʮѓ) jointly issued by the NMPA and the
NHC on May 17, 2018, the CDE will prioritize the allocation of resources for review, inspection,
examination and approval of registration applications that have been included in the scope of fast track
clinical trial approval.
New drug registration
Pursuant to Circular 27, upon completion of clinical trials, determination of quality standards,
completion of validation of commercial-scale production processes and completion of other related
preparation works, the applicant may apply with the NMPA for the marketing authorization.
Pursuant to the Review and Approval Procedures for Conditional Approval of Drug Marketing
Applications (Trial) (ɪ̹͡ሗᄲ൙ᄲҭʈЪ೻ҏ(༊Б)), promulgated by the NMPA
on July 7,2020 and came into effect on the same day, for applications for a conditional approval, the
applicant shall communicate with the CDE on the conditional approval criteria for marketing and the
post-marketing research work to be continued and completed.
On July 8, 2025, the NMPA published the Review and Approval Procedures for Conditional Approval
of Drug Marketing Applications (Trial) (Revised Draft for Comment) (the “ Revised Draft ”), seeking
public feedback till August 7,2025. The Revised Draft refines the approval procedures by clarifying that
the period for completing post-marketing research shall not exceed four years in principle, requiring
annual progress reports on conditional studies following the conditional approval, and clarifying
conditions for conversion to regular approval and circumstances of revoking drug registration certificates.
Under the draft revised Procedures for Review and Approval of Applications for Conditional
Marketing Approval of Drugs, a sponsor must submit an application for conditional marketing approval
along with all required supporting materials. When conditional approval is based on early phase clinical
data, the sponsor must also provide evidence that the confirmatory study has been initiated (when the first
subject signed informed consent form). Any required post-approval confirmatory studies will generally be
completed within four years of conditional approval.
The revised draft Procedures for Review and Approval of Applications for Conditional Marketing
Approval of Drugs that was published by the NMPA in July 2025 strengthens lifecycle oversight of
conditionally approved drugs while ensuring patient access to urgently needed therapies for serious
diseases lacking effective treatment options. The draft, released for public comment on July 8, 2025,
introduces stricter requirements including proof of confirmatory study initiation before approval, prohibits
marketing authorization holder changes during the conditional period, establishes a four-year validity limit
with one extension option, and mandates sales suspension upon certificate expiry while allowing
continued treatment for patients with no alternatives. Key revisions include a “conditional waiver”
mechanism enabling generics to bypass conditional indications, enhanced cancellation triggers for failed
studies or unfavorable risk-benefit profiles, and streamlined conversion procedures to regular approval
upon completion of confirmatory studies.
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Marketing Authorization Holder Mechanism
Pursuant to the Drug Administration Law, China implements the marketing authorization holder
mechanism for management of the drug industry. The marketing authorization holders may manufacture
drugs by themselves or entrust a pharmaceutical manufacturing enterprise to manufacture drugs. Likewise,
they may sell drugs by themselves or entrust a pharmaceutical distribution enterprise to sell drugs. The
drug marketing authorization holder shall establish a drug quality assurance system and be equipped with
special personnel to take charge of quality management on drugs independently.
Laws and Regulations on Gathering, Collection and Filing of Human Genetic Resources
On June 10, 1998, the Ministry of Science and Technology (the “MOST”) and the Ministry of Health
(the “MOH”, which was canceled in the institutional reform of the State Council in 2013, its functions
were first inherited by the National Health and Family Planning Commission and then by the NHC, which
was established in 2018) promulgated the Interim Measures for the Management of Human Genetic
Resources (), which sets out rules for the protection and use of human
genetic resources in China. Pursuant to the Service Guide for Administrative Licensing of Gathering,
Collection, Deal, Export and Exit Approval of Human Genetic Resources of Human genetic resources
() promulgated by the
MOST on July 2, 2015 and the Notice on the Implementation of the Administrative License for the
Gathering, Collection, Deal, Export and Exit of Human Genetic Resources (ɛᗳ፲ෂ༟๕મ
) promulgated by the MOST on August 24, 2015, the
gathering and collection of human genetic resources though clinical trials by a foreign-invested sponsor
shall be filed for record with the China Human Genetic Resources Management Office through an online
system.
Pursuant to the Regulations on the Management of Human Genetic Resources of the PRC ( ʕശ
ɛ͏΍ձ਷ɛᗳ፲ෂ༟๕၍ଣૢԷ), last amended by the State Council on March 10, 2024 and came
into effect on May 1, 2024, the State supports the rational use of human genetic resources for scientific
research, development of the biomedical industry, improvement of diagnosis and treatment technology,
improvement of China’s ability to guarantee biosafety and improvement of the level of people’s health.
The Implementing Rules of the Regulation on the Administration of Human Genetic Resources ( ɛᗳ
), which was promulgated by the MOST on May 26, 2023 and became
effective on July 1, 2023, further provides specific requirements on the collection, preservation, utilization
and external provision of China’s human genetic resources.
The Biosecurity Law of the PRC () (the “Biosecurity Law”), which
was promulgated by SCNPC on October 17, 2020 and last amended on April 26, 2024, establishes a
comprehensive legislative framework for the pre-existing regulations in such areas as epidemic control of
infectious diseases for humans, animals and plants, research, development, and application of biology
technology, biosecurity management of pathogenic microbial laboratories, security management of human
genetic resources and biological resources, countermeasures for microbial resistance, and prevention of
bioterrorism and defending threats of biological weapons.
Laws and Regulations on the Manufacturing of Drugs
Drug Manufacturing Certificate
Pursuant to the Drug Administration Law and the Implementing Regulations, a drug manufacturer
must obtain a Drug Manufacturing Certificate (͛ପ஢̙ᗇ) from the drug regulatory authority at
provincial, autonomous regional or municipal level before it may start manufacturing drugs in the PRC.
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Contract manufacturing of drugs
Pursuant to the Administrative Regulations for the Contract Manufacturing of Drugs (։ৄ͛
) (the “Contract Manufacturing Regulations”) issued by the CFDA in August 2014, only
when a drug manufacturer temporarily lacks manufacturing conditions due to technology upgrade or is
unable to ensure market supply due to insufficient manufacturing capabilities, can such drug manufacturer
entrust the manufacturing of the drug to another domestic drug manufacturer. The Administrative
Measures on Supervision of Drug Manufacturing () (the “Revised
Administrative Measures of Drug Manufacturing”) promulgated by the State Administration for Market
Regulation on January 22, 2020 and effective on July 1, 2020 further implements the drug marketing
authorization holder system as stipulated in the Drug Administration Law.
Laws and Regulations on Drug Supply
Drug Purchases by Hospitals
According to the Opinion on the Guidance of the Reform of Urban Medical and Health Care System
(ኬจԈ) promulgated and took into effect on February 16, 2000 and
the Opinion on the Implementation of Classification Management of Urban Medical Institutions (׵
จԈ) promulgated on July 18, 2000 and became effective from
September 1, 2000, a medical institution must be defined as a profit-making or non-profit-making
institution at the time when it is established.
According to the Notice on the Trial Implementation of the Centralized Tender with Respect to Drug
Purchases by Medical Institutions ()
promulgated and became effective on July 7, 2000, the Notice on the Further Standardizing of the
Centralized Tender with respect to Drug Purchases By Medical Institutions (ආɓӉਂλᔼᐕዚ࿴
) promulgated and became effective on July 23, 2001 and the Opinions
concerning Further Regulating Purchase of Medicines by Medical Institutions through Centralized
Tendering (จԈ) promulgated and took into effect on
January 17, 2009, any non-profit-making medical institutions established and/or controlled by any
government at a county level or above must implement the centralized tender system in respect of purchase
of any drugs which are contained in the Medicines List for National Basic Medical Insurance and are
generally used for clinical purposes and purchased in relatively large amount.
The Circular on the Good Practice of Medical Institutions with respect to Centralized Procurement
of Drugs (ණʕમᒅʈЪ஝ᇍ) promulgated and was effective on July 7, 2010, provides
stipulations in detail in respect of the catalog for centralized procurement and methods, procedures,
evaluators, expert database construction and management of drugs, further regulating the centralized drug
procurement and clarifying the code of conduct on the part of purchasing parties. According to the
Guidance Opinion of the General Office of the State Council on the Improvement of the Drug Centralized
Procurement Work of Public Hospitals (ኬจ
Ԉ) promulgated and came into effect on February 9, 2015, the centralized procurement work of public
hospitals will be improved through the classification purchase of drugs.
Two-invoice System
According to the Circular on Issuing the Implementing Opinions on Carrying out the Two-invoice
System for Drug Procurement among Public Medical Institutions (for Trial Implementation) ( Ι೯<ᗫ
મᒅʕપБ“ՇୃՓ”จԈ(༊Б)>) (the “Circular”), which was
effective from December 26, 2016, the two-invoice system means one invoice between the pharmaceutical
manufacturer and the pharmaceutical distributor, and one invoice between the pharmaceutical distributor
and the hospital, and thereby only allows a single level of distributor for the sale of pharmaceutical
products from the pharmaceutical manufacturer to the hospital.
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Commercial Briberies in Pharmaceutical Industry
According to the Regulations on the Establishment of Adverse Records with Respect to Commercial
Briberies in the Medicine Purchase and Sales Industry (஝
) promulgated in January 19, 2007 and amended in December 25 2013, effective on March 1, 2014,
where a manufacturer of drugs, medical devices and medical disposables, an enterprise, an agency or an
individual offers staff of a medical institution any items of value or other benefits, the enterprise should
be listed in the adverse records with respect to commercial bribery in the event of the following
circumstances: (1) where the act has constituted a crime of bribery as determined by the ruling of a
people’s court, or where the circumstance of crime is not serious enough for the imposition of criminal
punishment and criminal punishment is exempted as decided by the people’s court in accordance with the
Criminal Law; (2) where the circumstance of the crime of bribery is minor and the relevant people’s
procuratorate has decided not to lodge a prosecution; (3) where a discipline inspection and supervision
authority has initiated a case of bribery and conducted investigation, and punishment has been imposed
in accordance with the law; (4) where administrative penalties against the act of bribery have been
imposed by, inter alia, the finance administration, the SAMR, the NMPA; (5) any other circumstances
specified by laws, regulations and rules. If medical production and operation enterprises are listed into the
Adverse Records of Commercial Briberies for the first time, their products shall not be purchased by
public medical institutions, and medical and health institutions receiving financial subsidies in local
province for two years since publication of the record, and public medical institution, and medical and
health institutions receiving financial subsidies in other province shall lower their rating in bidding or
purchasing process.
According to the Guiding Opinions on Establishment of the Trustworthiness Evaluation System for
Drug Prices and Procurement by Bidding (ኬจԈ)
promulgated by the NHSA in August 28, 2020 and took effect simultaneously, the NHSA would establish
a catalogue of dishonest matters involving drug prices and procurement by bidding, and the kickbacks or
other improper benefits in the purchase and sale of drugs, tax-related violations of laws, monopolistic
practices, improper pricing practices, disruption of the order of centralized procurement, malicious breach
of contracts and other malpractices, will be included in such catalogue.
Regulations in relation to the Medical Insurance Program
Coverage of the national medical insurance program
The national medical insurance program was first adopted according to the Decision of the State
Council on the Establishment of the Urban Employee Basic Medical Insurance Program (ܔ׵
) issued by the State Council on December 14, 1998, under which
all employers in urban cities are required to enroll their employees in the basic medical insurance program
and the insurance premium is jointly contributed by the employers and employees. On July 10, 2007, the
State Council issued the Guiding Opinions of the State Council about the Pilot Urban Resident Basic
Medical Insurance (ኬจԈ), further enlarged the
coverage of the basic medical insurance program. In addition, on January 3, 2016, the Opinions of the
State Council on Integrating the Basic Medical Insurance Systems for Urban and Rural Residents ( ਷
จԈ) issued by the State Council required the integration
of the urban resident basic medical insurance and the new rural cooperative medical care system and the
establishment of a unified basic medical insurance system.
Medical Insurance Catalogue
According to the Interim Measures for the Administration of Use of Drugs Covered by the Basic
Medical Insurance () or the NRDL Administrative Measures, which
promulgated by the NHSA, on July 30, 2020 and took effect on September 1, 2020, the scope of drugs
covered by the basic medical insurance shall be administered through a reimbursement drug list.
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The National Drug Catalog for Basic Medical Insurance, Work-related Injury Insurance and
Maternity Insurance (ͦ፽), or the National
Reimbursement Drug List (the “NRDL”), which promulgated by the NHSA and last amended on January
6, 2025, sets forth the payment standard for pharmaceutical products under the basic medical insurance,
work-related injury insurance and maternity insurance funds. According to the NRDL Administrative
Measures, a Provincial Reimbursement Drug List (“PRDL”) must be made by the provincial healthcare
security authorities. Patients purchasing List A drugs can directly obtain reimbursement under the basic
medical insurance program. Patients purchasing List B drugs shall pay a certain percentage of the purchase
price first and then obtain reimbursement under the basic medical insurance program.
National Essential Drug List
On August 18, 2009, the Ministry of Health (the “MOH”) and eight other ministries and commissions
in the PRC issued the Provisional Measures on the Administration of the National Essential Drug List
(ج(ᅲБ)), which was amended on February 13, 2015, and the Guidelines
on the Implementation of the National Essential Drug List System (݄
จԈ), which aims to promote essential medicines sold to consumers at fair prices in the PRC and ensure
that the general public in the PRC has equal access to the drugs contained in the National Essential Drug
List. The NHC promulgated the National Essential Drug List (2018) (ͦ፽(2018و)),
the “National Essential Drug List”) on September 30, 2018, replacing the National Essential Drug List
(2012) (ͦ፽(2012و)) which was promulgated on March 13, 2013. According to
these regulations, basic healthcare institutions funded by government shall store up and use drugs listed
in National Essential Drug List. The drugs listed in National Essential Drug List shall be purchased by
centralized tender process and shall be subject to the price control by the National Development and
Reform Commission of the PRC (ึ(the “NDRC”)). Remedial drugs
in the National Essential Drug List are all listed in the Medical Insurance Catalogue and the entire amount
of the purchase price of such drugs is entitled to reimbursement.
Laws and Regulations on Intellectual Properties
In terms of international conventions, the PRC has entered into (including but not limited to) the
Agreement on Trade-Related Aspects of Intellectual Property Rights (),
the Paris Convention for the Protection of Industrial Property (), the Madrid
Agreement Concerning the International Registration of Marks () and the
Patent Cooperation Treaty ().
Patent
Patents in the PRC are mainly protected by the Patent Law of the PRC (),
which was promulgated by the SCNPC on March 12, 1984, last amended on October 17, 2020 and became
effective on June 1, 2021, and the Implementation Rules of the Patent Law of the PRC ( ʕശɛ͏΍ձ
), which were promulgated by the State Council on June 15, 2001, last amended on
December 11, 2023 and became effective on January 20, 2024. The Patent Law of the PRC and its
Implementation Rules provide for three types of patents, “invention”, “utility model” and “design.”
Trade Secret
According to the Anti-Unfair Competition Law of the PRC (),
promulgated by the SCNPC in September 1993 and subsequently amended on November 4, 2017, April
23, 2019, June 27, 2025 and which became on October 15, 2025, the term “trade secrets” refers to
technical and business information that is unknown to the public, has utility, may create business interests
or profits for its legal owners or holders, and is maintained as a secret by its legal owners or holders.
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Trademark
Pursuant to the Trademark Law of the PRC () promulgated by the
SCNPC on August 23, 1982, last amended on April 23, 2019 and became effective on November 1, 2019,
the period of validity for a registered trademark is 10 years, commencing from the date of registration.
Copyright
Copyright in the PRC is primarily protected by the Copyright Law of the PRC ( ʕശɛ͏΍ձ਷
), which was promulgated by the SCNPC on September 7, 1990, last amended on November
11, 2020 and became effective on June 1, 2021, and Implementation Regulations of the Copyright Law of
PRC (ૢԷ), which was promulgated by the State Council on August 2,
2002 and last amended on January 30, 2013.
Domain Names
In accordance with the Measures for the Administration of Internet Domain Names ( ʝᑌၣਹΤ
) which was issued by the Ministry of Information Industry on August 24, 2017 and came into
effect on November 1, 2017, the Ministry of Industry and Information Technology is responsible for
supervision and administration of domain name services in the PRC.
Laws and Regulations on Labor and Employee Incentives
Labor, Social Insurance and Housing Provident Funds
According to the Labor Law of the PRC (), which was promulgated by
the SCNPC in July 1994 and last amended and came into effect in December 2018, the Labor Contract Law
of the PRC (), which was promulgated by the SCNPC in June 2007 and
amended in December 2012 and came into effect in July 2013, and the Implementing Regulations of the
Labor Contracts Law of the PRC (ૢԷ), which was promulgated by
the State Council and came into effect in September 2008, labor contracts in written form shall be executed
to establish labor relationships between employers and employees.
According to the Social Insurance Law of PRC (), which was
promulgated by the SCNPC in October 2010 and last amended and came into effect in December 2018,
and the Interim Regulations on the Collection and Payment of Social Security Funds (ᎈ൬ᅄᖮ
ᅲБૢԷ), which was promulgated by the State Council in January 1999 and last amended in March
2019, and the Regulations on the Administration of Housing Provident Funds (၍ଣૢԷ),
which was promulgated by the State Council in April 1999 and last amended in March 2019, employers
are required to contribute, on behalf of their employees, to a number of social security funds. Any
employer who fails to make the required contributions may be fined and ordered to compensate the deficit
within a stipulated time limit.
According to the Interpretation (II) of the Supreme People’s Court on Issues Concerning the
Application of Law in the Trial of Labor Dispute Cases (ਪ
༆ᙑ(ɚ)), which was promulgated by the Supreme People’s Court in July 2025 and came into effect
in September 2025, the employer and the laborer agree, or the laborer promises the employer, that there
is no need to pay social insurance premiums, such agreement or promise shall be determined invalid;
where an employer fails to pay social insurance premiums in accordance with the law, and such employee
requests to terminate the labor contract and for the employer to pay economic compensation, the people’s
court shall support such requests in accordance with the law. In the event an employer, after making up
the social insurance contributions in accordance with the law under the circumstances stipulated in the
preceding paragraph, requests the employee to return the social insurance compensation already paid, the
people’s court shall support such request in accordance with the law.
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The Prevention and Control of Occupational Diseases Law of the PRC ( ʕശɛ͏΍ձ਷ᔖุषԣ
), which was promulgated by the SCNPC on October 27, 2001 and latest amended on December 29,
2018 (the “Prevention and Control of Occupational Diseases Law”), is the basic law for the prevention and
control of occupational diseases. According to the Prevention and Control of Occupational Diseases Law,
budget for facilities for the prevention and control of occupational diseases of a construction project shall
be included in the budget of the project and those facilities shall be designed, constructed and put into
operation simultaneously with the main body of the project.
Laws and Regulations on Leasing
On December 1, 2010, the Ministry of Housing and Urban-Rural Development promulgated the
Administrative Measures on Leasing of Commodity Housing (),which became
effective on February 1, 2011. According to such measures, the lessor and the lessee are required to
complete property leasing registration and filing formalities within 30 days from execution of the property
lease contract with the development authorities or real estate authorities of the municipality or county
where the leased property is located. If a company fails to do as aforesaid, it may be ordered to rectify
within a stipulated period, and if such company fails to rectify, a fine ranging from RMB1,000 to
RMB10,000 may be imposed on each lease agreement. According to the Civil Code of the PRC ( ʕശ
Պ), the relevant parties fail to complete property leasing registration and filing
formality in accordance with the laws and regulations, the validity of the lease is not affected.
Laws and Regulations on Environmental Protection, Health and Safety
Environment Protection
The Environmental Protection Law of the PRC () (“the
Environmental Protection Law”), which was promulgated by the SCNPC on December 26, 1989 and last
amended on April 24, 2014, came into effect on January 1, 2015, outlines the authorities and duties of
various environmental protection regulatory agencies. The Ministry of Ecology and Environment is
authorized to issue national standards for environmental quality and emissions, and to monitor the
environmental protection scheme of the PRC.
Environmental Impact Appraisal
According to the Administration Rules on Environmental Protection of Construction Projects (ܔ
ᚐ၍ଣૢԷ), which was promulgated by the State Council on November 29, 1998,
amended on July 16, 2017 and became effective on October 1, 2017, depending on the impact of the
construction project on the environment, an construction employer shall submit an environmental impact
report or an environmental impact statement, or file a registration form. According to the Environmental
Impact Appraisal Law of PRC () (“the Environmental Impact
Appraisal Law”), which was promulgated by the SCNPC on October 28, 2002, amended on July 2, 2016
and December 29, 2018, for any construction projects that have an impact on the environment, an entity
is required to produce either a report, or a statement, or a registration form of such environmental impacts
depending on the seriousness of effect that may be exerted on the environment.
Completion and Acceptance
The Interim Measures for Acceptance of Environmental Protection upon Completion of Construction
Projects (), promulgated and implemented by the former
Ministry of Environmental Protection (now the MEE) on November 20, 2017, regulate the procedures and
standards for environmental protection acceptance by construction entities upon the completion of
construction projects.
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Fire Prevention
According to the Fire Prevention Law of the PRC (), promulgated by the
SCNPC on April 29, 1998 and last amended with effect from April 29, 2021, design and construction of
the fire control facilities for a construction work shall comply with the national fire control technical
standards. The developer, designer, constructors and project supervisor of a construction project shall be
responsible for the quality of the design and construction of the fire control facilities for the construction
work according to the relevant laws.
Management of Waste Discharge
Pursuant to the Catalog of Classified Management of Pollutant Discharge Permits for Stationary
Pollution Sources (2019 Version) (๕રϮ஢̙ʱᗳ၍ଣΤ፽(2019و)) issued by the
Ministry of Ecology and Environment of the PRC and became effective on December 20, 2019, the State
implements the primary management, simplified management and registration management of pollutant
discharge permits based on the pollutant production, emission amount and the extent of environmental
impact of the pollutant discharge entities.
Pursuant to the Regulations on the Administration of Pollutant Discharge Permits ( રϮ஢̙၍ଣ
ૢԷ) promulgated by the State Council on January 24, 2021 and became effective on March 1, 2021,
based on the quantity of pollutants generated and discharged, their impacts on the environment and other
factors, categorical administration of pollutant discharge permit system is implemented to regulate
pollutant-discharging entities. The entities that generate and discharge relatively small quantities of
pollutants and have a relatively small impact on the environment shall fill in the waste discharge
registration form (ڌand are no longer required to obtain a waste discharge license ( રϮ஢̙
ᗇ).
Laws and Regulations on Foreign Investment
Company Law of the PRC
The Company Law of the PRC () (the “Company Law”) which was
promulgated by the Standing Committee of the NPC on December 29, 1993, came into effect on July 1,
1994, revised on December 25,1999, August 28, 2004, October 27, 2005 and December 28, 2013, October
26, 2018, December 29,2023 respectively and the latest revision of which was implemented on July 1,
2024, governs the establishment, operation and management of companies in the PRC, including
foreign-invested companies. Unless foreign investment laws provide otherwise, foreign-invested
companies shall abide by the Company Law of the PRC.
Foreign Investment
Foreign investment in the PRC is subject to the Catalogue of Industries for Encouraging Foreign
Investment (2022 Version) ( ོᎸ̮ਠҳ༟ପุͦ፽(2022و)) (the “Catalogue”), amended on
October 26, 2022 and effective since January 1, 2023 and the Special Administrative Measures for Foreign
Investment Access (Negative List) (2024 Version) (݄(૶ఊ)(2024 ϋ
و)) (the “Negative List”), promulgated on September 6, 2024 and effective since November 1, 2024,
both of which issued by the National Development and Reform Commission (ึ) (the
“NDRC”) and the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅) (the “MOFCOM”). The
Catalogue and the Negative List lay out the basic framework for foreign investment in China, classifying
businesses into three categories with regard to foreign investment: “encouraged”, “restricted”, and
“prohibited”. Industries not listed in the Catalogue or the Negative List are generally deemed as falling
into a fourth category, “permitted”, unless specifically restricted by other PRC laws and regulations. The
Foreign Investment Law of the PRC () (the “FIL”), promulgated by the
National People’s Congress (ɽึ) (the “NPC”) on March 15, 2019, effective since January
1, 2020, and the Implementation Regulations for the Foreign Investment Law of the PRC ( ʕശɛ͏΍
ૢԷ) (the “Implementation Regulations for FIL”), promulgated by the State
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Council ( ਷ਕ৫) on December 26, 2019, effective since January 1, 2020, are the principal existing law
and regulation governing foreign investment in the PRC. The FIL and the Implementation Regulations for
FIL are enacted to further expand opening-up, actively promote foreign investment, protect legitimate
rights and interests in foreign investment, and standardize foreign investment management.
On December 30, 2019, the Ministry of Commerce and the SAMR, jointly promulgated the Measures
for Information Reporting on Foreign Investment (), which became effective
on January 1, 2020. On December 19, 2020, the NDRC and the MOFCOM jointly promulgated the
Measures on the Security Review of Foreign Investment (), effective on
January 18, 2021, setting forth provisions concerning the security review mechanism on foreign
investment, including the types of investments subject to review, review scopes and procedures, among
others.
Laws and Regulations on Foreign Exchange and Taxation
Foreign Exchange
On January 29, 1996, the State Council promulgated the Administrative Regulations on Foreign
Exchange of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) which became effective on April 1, 1996 and
was amended on January 14, 1997 and August 5, 2008. Domestic entities and domestic individuals making
overseas direct investments or engaging in issuance and trading of overseas securities and derivatives shall
process registration formalities pursuant to the provisions of the foreign exchange control department of
the State Council.
On November 19, 2012, the SAFE issued the Circular of Further Improving and Adjusting Foreign
Exchange Administration Policies on Foreign Direct Investment (ආɓӉҷආձሜ
) (“the SAFE Circular 59”), which came into effect on December 17,
2012 and was revised on May 4, 2015, October 10, 2018 and partially abolished on December 30, 2019.
The SAFE Circular 59 aims to simplify the foreign exchange procedure and promote the facilitation of
investment and trade. Later, the SAFE promulgated the Circular on Further Simplifying and Improving
Foreign Exchange Administration Policies in Respect of Direct Investment (ٜ
) on February 13, 2015, which was partially abolished on December 30,
2019 and prescribed that the bank instead of SAFE can directly handle the foreign exchange registration
and approval under foreign direct investment while SAFE and its branches indirectly supervise the foreign
exchange registration and approval under foreign direct investment through the bank.
On May 10, 2013, the SAFE issued the Administrative Provisions on Foreign Exchange in Domestic
Direct Investment by Foreign Investors () (“the SAFE
Circular 21”), which became effective on May 13, 2013, amended on October 10, 2018 and partially
abolished on December 30, 2019. The SAFE Circular 21 specifies that the administration by SAFE or its
local branches over direct investment by foreign investors in the PRC must be conducted by way of
registration and banks must process foreign exchange business relating to the direct investment in the PRC
based on the registration information provided by SAFE and its branches.
According to the Notice of the State Administration of Foreign Exchange on Issues Concerning the
Foreign Exchange Administration of Overseas Listing (ྤ̮ɪ̹̮ි၍ଣϞᗫਪ
) issued by the SAFE on December 26, 2014, a domestic company shall, within 15 business
days from the date of the end of its overseas listing issuance, register the overseas listing with the local
branch office of state administration of foreign exchange 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 the document and
other disclosure documents.
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On June 9, 2016, SAFE issued the Notice of the State Administration of Foreign Exchange on
Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account
() (“the SAFE Circular 16”), which
came into effect on the same day and was partially amended according to Notice of the State
Administration of Foreign Exchange on Further Deepening Reforming to Facilitate Cross-border Trade
and Investment () promulgated
by the SAFE on December 4, 2023. The SAFE Circular 16 provides that discretionary foreign exchange
settlement applies to foreign exchange capital, foreign debt offering proceeds and remitted foreign listing
proceeds, and the corresponding RMB capital converted from foreign exchange may be used to extend
loans to related parties or repay inter-company loans (including advances by third parties).
On October 23, 2019, SAFE promulgated the Notice on Further Facilitating Cross-Board Trade and
Investment (), which became effective
on the same date (except for Article 8.2, which became effective on January 1, 2020) and was partially
amended according to Notice of the State Administration of Foreign Exchange on Further Deepening
Reforming to Facilitate Cross-border Trade and Investment (ආ
) promulgated by the SAFE on December 4, 2023.
Taxation
Enterprise Income Tax
The Enterprise Income Tax Law of the PRC () (“the EIT Law”),
promulgated by the NPC on March 16, 2007, came into effect on January 1, 2008 and amended on
February 24, 2017 and December 29, 2018, as well as the Implementation Rules of the EIT Law ( ʕശ
ૢԷ) (“the Implementation Rules”), promulgated by the State Council on
December 6, 2007, came into force on January 1, 2008 and last amended on December 6, 2024, are the
principal law and regulation governing enterprise income tax in the PRC. According to the EIT Law and
its Implementation Rules, enterprises are classified into resident enterprises and non-resident enterprises.
A uniform income tax rate of 25% applies to all resident enterprises and non-resident enterprises that have
set up institutions or sites in the PRC to the extent that such incomes are derived from their set-up
institutions or sites in the PRC, or such income are obtained outside the PRC but have an actual connection
with the set-up institutions or sites. And non-resident enterprises that have not set up institutions or sites
in the PRC or have set up institutions or sites but the incomes obtained by the said enterprises have no
actual connection with the set-up institutions or sites, shall pay enterprise income tax at the rate of 10%
in relation to their income sources from the PRC.
V alue-Added Tax (the “VAT”)
Pursuant to the Provisional Regulations of the PRC on Value-added Tax (೼
ᅲБૢԷ) amended in November 2017, and the Detailed Rules for the Implementation of the Interim
Regulations of the PRC on Value-Added Taxes () amended
in October 2011, all entities or individuals engaged in the sale of goods, provision of processing, repair
and maintenance services, or importation of goods within China shall be value-added tax taxpayers and
subject to value-added tax in accordance with relevant laws and regulations. Through the value-added tax
reform in China, value-added tax rates have undergone multiple adjustments and value-added tax are
regulated by the Value-Added Tax Law of the PRC (), which was
implemented in January 2026.
Laws and Regulations on Information Security and Data
Cybersecurity, Privacy Data Security and Data Export
According to the Cybersecurity Law of the PRC () (the
“Cybersecurity Law”) promulgated by the SCNPC on November 7, 2016 and effective on June 1, 2017,
the state shall implement rules for graded protection of cybersecurity and the network operators shall
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comply with laws and regulations and fulfill their obligations to safeguard security of the network when
conducting business and providing services. Those who provide services through networks shall take
technical measures and other necessary measures pursuant to laws, regulations and compulsory national
standards. Critical information infrastructures operators (the “CIIO”) (٫shall
store within the territory of the PRC all the personal information and important data collected and
produced within the territory of PRC.
On December 28, 2021, the Cyberspace Administration of China (the “CAC”) and other twelve PRC
regulatory authorities jointly revised and promulgated the Measures for Cybersecurity Review ( ၣഖτ
) (the “Cyber Review Measures”), which came into effect on February 15, 2022. The Cyber
Review Measures stipulate that, among others, (i) when the purchase of network products and services by
a CIIO (٫or the data processing activities conducted by a network platform
operator (٫affect or may affect national security, a cybersecurity review shall be
conducted pursuant to the Cyber Review Measures; (ii) an application for cybersecurity review shall be
made by an issuer who is a network platform operator holding personal information of more than one
million users before such issuer applies to list its securities abroad; and (iii) the relevant PRC
governmental authorities may initiate cybersecurity review if such governmental authorities determine that
the issuer’s network products or services, or data processing activities affect or may affect national
security.
We are not a CIIO or a network platform operator. Our core business operations do not involve the
procurement of network products and services or significant data processing activities. Therefore, we are
not obliged to apply for a cybersecurity review pursuant to the Cyber Review Measures with respect to
our proposed offering and listing. The SCNPC promulgated the Data Security Law of the PRC ( ʕശɛ
) on June 10, 2021, which became effective from September 1, 2021, for the
establishment of a data classification and grading protection system to conduct classified and hierarchical
protection of data. Entities engaged in data processing activities shall take corresponding technical
measures and other necessary measures to ensure data security.
According to the Measures on Security Assessment of Cross-border Data Transfer ( ᅰኽ̈ྤτΌ
) issued by the CAC on July 7, 2022 and effective on September 1, 2022, a data processor that
provides data overseas under any of the following circumstances shall apply to the national cyberspace
administration for the security assessment of the outbound data transfer through local provincial
cyberspace administration: (i) a data processor provides important data abroad; (ii) the CIIO or the data
processor that has processed the personal information of more than 1 million people provides personal
information abroad; (iii) the data processor that has provided the personal information of over 100,000
people or the sensitive personal information of over 10,000 people cumulatively since January 1 of the
previous year provides personal information abroad; and (iv) any other circumstance where an application
for the security assessment of outbound data transfer is required by the national cyberspace administration.
According to the Measures for Standard Contract for Outbound Transfer of Personal Information
() issued by the CAC on February 22, 2023 and effective from June 1,
2023, to provide personal information to an overseas recipient through the conclusion of the standard
contract, a personal information processor shall meet all of the following circumstances: (i) it is not a
CIIO; (ii) it has processed the personal information of less than one million individuals; (iii) it has
cumulatively provided the personal information of less than 100,000 individuals to overseas recipients
since January 1 of the previous year; and (iv) it has cumulatively provided the sensitive personal
information of less than 10,000 individuals since January 1 of the previous year.
According to the Provisions on Promoting and Regulating Cross-border Data Flows (ආձ஝ᇍ
), which was promulgated by the CAC on March 22, 2024 and came into effect on the
same day, if the data have not been informed or publicly announced as important data by relevant
departments or regions, data handlers are not required to declare security assessment for cross-border
provision of the data as important data.
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On September 24, 2024, the Cyber Data Security Regulations ( ၣഖᅰኽτΌ၍ଣૢԷ) was
promulgated by the State Council and has come into effect on January 1, 2025. The Cyber Data Security
Regulations is to implement general requirements on data security management from the Cybersecurity
Law, the Data Security Law, as well as the Personal Information Protection Law. In summary, we are
complied with the applicable regulations related to data protection in all material respects.
Personal Information Protection
According to the Civil Code of the PRC (Պ), personal information of
natural persons is protected by law. The Personal Information Protection Law of the PRC ( ʕശɛ͏΍
) promulgated by the SCNPC on August 20, 2021 and implemented on November
1, 2021 further emphasizes the obligations and responsibilities of processors for the protection of personal
information, and requests higher level of protective measures on the processing of sensitive personal
information. According to the Cybersecurity Law, network operators must follow the principles of legality,
legitimacy and necessity when collecting and using personal information, publicly disclose the rules for
collection and use, clearly state the purpose, method and scope of collecting and using information, and
obtain the consent of the person whose data is being collected.
The Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate on
Several Issues Concerning the Application of Law in the Handling of Criminal Cases Involving
Infringement of Citizens’ Personal Information (ࡈ
༆ᙑ) was promulgated on May 8, 2017 and became effective on
June 1, 2017. The Interpretations clarify several concepts regarding the crime of “infringement of citizens’
personal information” stipulated by Article 253A of the Criminal Law of the PRC ( ʕശɛ͏΍ձ਷Α
), including “citizens’ personal information,” “violation of relevant national provisions,” “provision
of citizens’ personal information” and “illegally obtaining any citizen’s personal information by other
methods.” In summary, we are complied with the applicable regulations related to personal information
protection in all material respects.
Laws and Regulations on Overseas Securities Offering and Listing by Domestic Companies
Securities Law of the PRC
The Securities Law of the People’s Republic of China () (the “ Securities
Law”) took effect on July 1, 1999 and was revised on August 28, 2004, October 27, 2005, June 29, 2013,
August 31, 2014 and December 28, 2019, respectively. The latest revised Securities Law came into effect
on March 1, 2020. The Securities Law comprehensively regulates activities in the PRC securities market.
Article 224 of the Securities Law provides that domestic enterprises shall comply with the relevant
provisions of the State Council to list its shares outside the PRC. Currently, the issuance and trading of
foreign issued shares (including H shares) are mainly governed by the rules and regulations promulgated
by the State Council and the CSRC.
Overseas Listing
On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures and relevant
supporting guidelines, which came into effect on March 31, 2023. Any domestic company that is deemed
to conduct overseas offering and listing activities shall file with the CSRC in accordance with the Overseas
Listing Trial Measures.
The Overseas Listing Trial Measures provide that the overseas securities offering and listing will be
considered a direct overseas offering by a PRC domestic company if the issuer is a company limited by
shares registered and established in the Chinese Mainland. Pursuant to the Overseas Listing Trial
Measures, an issuer shall file with the CSRC within three business days after its application for initial
public offering is submitted to competent overseas securities regulators.
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H-share Full Circulation
“Full circulation” means listing and circulating on the 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. On November 14, 2019, the CSRC issued the Guidelines for the “Full
Circulation” Program for Domestic Unlisted Shares of H-share Listed Companies ( Hʮ̡ྤʫ͊ɪ̹
΅͡ሗ“ஷ”ˏ) (the “Guidelines for the Full Circulation”), which was partly revised on
August 10, 2023 according to the Decision on Revising and Abolishing Part of Securities and Futures
Policy Documents by CSRC (Ӕ
).
On December 31, 2019, CSDCC and the Shenzhen Stock Exchange (“SZSE”) jointly announced the
Measures for Implementation of H-share Full Circulation Business ( Hٰ“ஷ”) (the
“Measures for Implementation”). The businesses in relation to the H-share full circulation business, such
as cross-border transfer registration, maintenance of deposit and holding details, transaction entrustment
and instruction transmission, settlement, management of settlement participants, services of nominal
holders, etc. are subject to the Measures for Implementation.
On June 30, 2025, the Shenzhen Branch of CSDC issued the latest Guidelines to the Program for
“Full Circulation” of H-shares of Shenzhen Branch of China Securities Depository and Clearing
Corporation Limited (ப΂ʮ̡ଉέʱʮ̡Hٰ“ஷ”), which are
applicable to the business preparation, cross-border share transfer registration and overseas centralized
custody, the initial maintenance of details of domestic shareholding and the maintenance of its changes,
corporate actions, clearing, settlement and risk management measures. On the same day, China Securities
Depository and Clearing (Hong Kong) Company Limited issued the H-Share Full Circulation Business
Guide of China Securities Depository and Clearing (Hong Kong) Limited ( ʕ਷ᗇՎ೮াഐၑ(ಥ)Ϟ
ʮ ̡Hٰ“ஷ”), which is applicable to businesses such as share custody and depository,
agent service, arrangement for settlement and delivery, and risk management measures.
OVERVIEW OF U.S. LA WS AND REGULATIONS
This section summarizes the principal laws and regulations in the U.S. that are relevant to our
business.
U.S. Government Regulation of Drug and Biological Products
In the U.S., the FDA regulates drugs under the FDCA, its implementing regulations and biologics
under the FDCA and the Public Health Service Act (the “PHSA”) and their implementing regulations. Both
drugs and biologics also are subject to other federal, state and local statutes and regulations, such as those
related to competition. The process of obtaining regulatory approvals and the subsequent compliance with
appropriate federal, state, and local statutes and regulations requires the expenditure of substantial time
and financial resources. Failure to comply with the applicable U.S. requirements at any time during the
product development process, approval process or following approval may subject an applicant to
administrative actions or judicial sanctions. These actions and sanctions could include, among other
actions, the FDA’s refusal to approve pending applications, withdrawal of an approval, license revocation,
a clinical hold, untitled or warning letters, voluntary or mandatory product recalls or market withdrawals,
product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of
government contracts, restitution, disgorgement and civil or criminal fines or penalties. Any agency or
judicial enforcement action could have a material adverse effect on our business, the market acceptance
of our products and our reputation.
Once a product candidate is identified for development, it enters preclinical testing, which includes
laboratory evaluations of product chemistry, toxicity, formulation and stability, as well as animal studies.
Preclinical testing is conducted in accordance with FDA’s Good Laboratory Practice regulations. A
sponsor of IND must submit the results of the preclinical testing, manufacturing information, analytical
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data, the clinical trial protocol, and any available clinical data or literature to the FDA. The IND
automatically becomes effective 30 days after receipt by the FDA, unless the FDA raises concerns or
questions and places the trial on a clinical hold within that 30-day period. FDA may also impose clinical
holds or partial clinical holds at any time during clinical trials due to safety concerns or non-compliance.
All clinical trials, which involve the administration of the investigational product to humans, must be
conducted under the supervision of one or more qualified investigators in accordance with Good Clinical
Practice regulations, including the requirement that all research subjects provide informed consent in
writing before their participation in any clinical trial. Further, an Institutional Review Board (“IRB”), must
review and approve the plan for any clinical trial before it commences at any institution, and the IRB must
conduct continuing review and reapprove the study at least annually. Each new clinical protocol and any
amendments to the protocol must be submitted for FDA review, and to the IRBs for approval. An IRB can
suspend or terminate approval of a clinical trial at its institution if the trial is not being conducted in
accordance with the IRB’s requirements or if the product has been associated with unexpected serious
harm to subjects.
Clinical trials generally are conducted in three sequential phases, known as Phase I, Phase II and
Phase III, and may overlap.
 Phase I clinical trials generally involve a small number of healthy volunteers or disease-
affected patients who are initially exposed to a single dose and then multiple doses of the
product candidate. The primary purpose of these clinical trials is to assess the metabolism,
pharmacologic action, side effect, tolerability and safety of the product candidate.
 Phase II clinical trials involve studies on disease-affected patients to evaluate proof of concept
and/or determine the dose required to produce the desired benefits. At the same time, safety and
further PK and PD information is collected, possible adverse effects and safety risks are
identified and a preliminary evaluation of efficacy is conducted.
 Phase III clinical trials generally involve a large number of patients at multiple sites and are
designed to provide the data necessary to demonstrate the effectiveness of the product for its
intended use, its safety in use and to establish the overall benefit/risk relationship of the
product and provide an adequate basis for product labeling.
Progress reports detailing the results of the clinical trials must be submitted at least annually to the
FDA. Safety reports must be submitted to the FDA and the investigators 15 calendar days after the trial
sponsor determines that the information qualifies for reporting. The sponsor also must notify FDA of any
unexpected fatal or life-threatening suspected adverse reaction as soon as possible but in no case later than
7 calendar days after the sponsor’s initial receipt of the information. Sponsors of clinical trials of
FDA-regulated products, including drugs, are required to register and disclose certain clinical trial
information, which is publicly available at www.clinicaltrials.gov .
Concurrent with clinical trials, companies usually complete additional animal studies and must also
finalize a process for manufacturing the product in commercial quantities in accordance with GMP
requirements. The process of obtaining regulatory approvals and compliance with appropriate federal,
state, local and foreign statutes and regulations require the expenditure of substantial time and financial
resources. Failure to comply with the applicable U.S. requirements may subject an applicant to
administrative or judicial sanctions.
U.S. Review and Approval Processes
The results of product development, pre-clinical studies and clinical trials, along with descriptions
of the manufacturing process, analytical tests conducted on the product, proposed labeling and other
relevant information, are submitted to the FDA as part of an NDA or BLA. Unless deferred or waived,
NDAs or BLAs, or supplements must contain data adequate to assess the safety and effectiveness of the
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product for the claimed indications in all relevant pediatric subpopulations and to support dosing and
administration for each pediatric subpopulation for which the product is safe and effective. The submission
of an NDA or a BLA is subject to the payment of a substantial user fee and an annual prescription drug
product program fee.
Within 60 days of its receipt, the FDA reviews the NDA/BLA to ensure that it is sufficiently
complete for substantive review before it accepts the NDA/BLA for filing. After accepting the NDA/BLA
filing, the FDA begins an in-depth substantive review to determine, among other things, whether a product
is safe and effective for its intended use. The FDA also evaluates whether the product’s manufacturing is
GMP-compliant to assure the product’s identity, strength, quality and purity. Before approving the
NDA/BLA, the FDA typically will inspect whether the manufacturing processes and facilities are in
compliance with GMP requirements and adequate to assure consistent production of the product within
required specifications. The FDA may refer the NDA/BLA to an advisory committee, a panel of experts,
for review whether the application should be approved and under what conditions and considers such
recommendations when making decisions.
The FDA may refuse to approve the NDA/BLA if the applicable regulatory criteria are not satisfied
or may require additional clinical data or other data and information. The FDA will issue a complete
response letter describing all of the specific deficiencies that the FDA identified in the NDA/BLA that
must be satisfactorily addressed before it can be approved. The deficiencies identified may be minor, for
example, requiring labeling changes, or major, for example, requiring additional clinical trials.
Additionally, the complete response letter may include recommended actions that the applicant might take
to place the application in a condition for approval. The applicant may either resubmit the NDA/BLA,
addressing all of the deficiencies identified in the letter, or withdraw the application or request an
opportunity for a hearing.
The regulatory approval may be limited to specific diseases and dosages or the indications for use
may otherwise be limited, which could restrict the commercial value of the product. Further, the FDA may
require that certain contraindications, warnings or precautions be included in the product labeling. In
addition, the FDA may require post-approval studies, including Phase IV clinical trials, to further assess
a product’s safety and effectiveness after NDA/BLA approval and may require testing and surveillance
programs to monitor the safety of approved products that have been commercialized.
In the U.S., products composed of components that would normally be regulated by different centers
at the FDA are known as combination products. Typically, the FDA’s Office of Combination Products
assigns a combination product to a specific Agency Center as the lead reviewer. The FDA determines
which Center will lead a product’s review based upon the product’s primary mode of action. Depending
on the type of combination product, its approval, clearance or licensure may usually be obtained through
the submission of a single marketing application. However, the FDA sometimes will require separate
marketing applications for individual constituent parts of the combination product, which may require
additional time, effort, and information. Even when a single marketing application is required for a
combination product, the relevant Centers may participate in the review. An applicant will also need to
discuss with the Agency how to apply certain premarket requirements and post-marketing regulatory
requirements, including conduct of clinical trials, adverse event reporting and good manufacturing
practices, to their combination product.
Expedited Development and Review Programs
Accelerated Approval
Under FDA’s accelerated approval regulations, the FDA may approve a drug or biologic candidate
for a serious or life-threatening illness that provides meaningful therapeutic benefit to patients over
existing treatments and demonstrates an effect on either a surrogate endpoint that is reasonably likely to
predict clinical benefit or on a clinical endpoint that can be measured earlier than irreversible morbidity
or mortality (“IMM”), that is reasonably likely to predict an effect on IMM or other clinical benefit, taking
into account the severity, rarity, or prevalence of the disease or condition and the availability or lack of
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alternative treatments. A product candidate approved on this basis is subject to rigorous post-marketing
compliance requirements, including the completion of post-approval clinical trial to confirm the effect on
the clinical endpoint. Failure to conduct required post-approval studies, or to confirm a clinical benefit
during post-marketing studies, will allow the FDA to withdraw the product from the market on an
expedited basis. All promotional materials for product candidates approved under accelerated regulations
are subject to prior review by the FDA.
Breakthrough Designation
Another program available for sponsors is the breakthrough therapy designation. A drug or biologic
may be eligible for designation as a breakthrough therapy if the product is intended, alone or in
combination with one or more other drugs or biologics, to treat a serious or life-threatening condition and
preliminary clinical evidence indicates that the product may demonstrate substantial improvement over
currently approved therapies on one or more clinically significant endpoints, such as substantial treatment
effects observed early in clinical development. A sponsor may request that a product be designated as a
breakthrough therapy concurrently with, or at any time after, the submission of IND, and according to
FAQs published by the FDA (current as of February 3, 2022), the FDA must determine if the candidate
qualifies for such designation within 60 days of receipt of the request. If so designated, the FDA shall act
to expedite the development and review of the product’s marketing application, including by meeting with
the sponsor throughout the product’s development, providing timely advice to the sponsor to ensure that
the development program to gather preclinical and clinical data is as efficient as practicable.
Orphan Drugs
Under the Orphan Drug Act, the FDA may grant orphan drug designation to drugs or biologic
candidates intended to treat a rare disease or condition generally affecting fewer than 200,000 individuals
in the U.S. The first applicant to receive FDA approval for the disease or indication for which it has orphan
drug designation is entitled to a seven-year exclusive marketing period. During the exclusivity period, the
FDA may not approve any other applications to market the same product for the same disease or condition
except in limited circumstance.
Priority Review
The FDA may give a priority review designation to drugs that offer major advances in treatment or
provide a treatment where no adequate therapy exists. A priority review means that the goal for the FDA
to review an application is six months, rather than the standard review of ten months under the Prescription
Drug User Fee Act guidelines. These six- and ten-month review periods are measured from the “filing”
date rather than the receipt date for NDAs for new molecular entities, which typically adds approximately
two months to the timeline for review and decision from the date of submission. Most products that are
eligible for fast-track designation are also likely to be considered appropriate to receive a priority review.
Post-Marketing Requirements
Following the approval of a new product, the manufacturer and the approved product are subject to
continuing regulation by the FDA, including, among other things, monitoring and record-keeping
activities, reporting of adverse experiences, complying with promotion and advertising requirements,
which include restrictions on promoting products for unapproved uses or patient populations (known as
“off-label use”) and limitations on industry-sponsored scientific and educational activities. Although
physicians may prescribe legally available products for off-label uses, manufacturers may not market or
promote such uses. The FDA and other agencies actively enforce the laws and regulations prohibiting the
promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may
be subject to significant liability, including investigation by federal and state authorities. Prescription drug
promotional materials must be submitted to the FDA in conjunction with their first use or first publication.
Further, if there are any modifications to the drug or biologic, including changes in indications, labeling
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or manufacturing processes or facilities, the applicant may be required to submit and obtain FDA approval
of a new NDA/BLA or NDA/BLA supplement, which may require the development of additional data or
preclinical studies and clinical trials.
The FDA may also place other conditions on approvals including the requirement for a risk
evaluation and mitigation strategy (“REMS”), to assure the safe use of the product. If the FDA concludes
a REMS is needed, the sponsor of the NDA/BLA must submit a proposed REMS. The FDA will not
approve the NDA/BLA without an approved REMS, if required. A REMS could include medication guides,
physician communication plans or elements to assure safe use, such as restricted distribution methods,
patient registries and other risk minimization tools. Any of these limitations on approval or marketing
could restrict the commercial promotion, distribution, prescription or dispensing of products. Product
approvals may be withdrawn for non-compliance with regulatory standards or if problems occur following
initial marketing. FDA regulations require that products be manufactured in specific approved facilities
and in accordance with cGMP regulations. These manufacturers must comply with cGMP regulations that
require, among other things, quality control and quality assurance, the maintenance of records and
documentation, and the obligation to investigate and correct any deviations from cGMP.
Manufacturers and other entities involved in the manufacture and distribution of approved drugs or
biologics are required to register their establishments with the FDA and certain state agencies and are
subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with
cGMP requirements and other laws. Accordingly, manufacturers must continue to expend time, money and
effort in the area of production and quality control to maintain cGMP compliance. The discovery of
violative conditions, including failure to conform to cGMP regulations, could result in enforcement
actions, and the discovery of problems with a product after approval may result in restrictions on a
product, manufacturer or holder of an approved NDA/BLA, including recall.
Once an approval is granted, the FDA may issue enforcement letters or withdraw the approval of the
product if compliance with regulatory requirements and standards is not maintained or if problems occur
after the drug or biologic reaches the market. Corrective action could delay drug or biologic distribution
and require significant time and financial expenditures. Later discovery of previously unknown problems
with a drug or biologic, including AEs of unanticipated severity or frequency, or with manufacturing
processes, or failure to comply with regulatory requirements, may result in revisions to the approved
labeling to add new safety information; imposition of post-market studies or clinical trials to assess new
safety risks; or imposition of distribution or other restrictions under a REMS program. Other potential
consequences include, among other things:
 restrictions on the marketing or manufacturing of the drug or biologic, suspension of the
approval, complete withdrawal of the drug from the market or product recalls;
 fines, warning letters or holds on post-approval clinical trials;
 refusal of the FDA to approve applications or supplements to approved applications, or
suspension or revocation of drug or biologic approvals; drug or biologic seizure or detention,
or refusal to permit the import or export of drugs; or
 injunctions or the imposition of civil or criminal penalties.
Optimizing the Dosage of Human Prescription Drugs and Biological Products for the Treatment of
Oncologic Diseases
In August 2024, the U.S. Food and Drug Administration (FDA) issued guidance on optimizing the
dosage of oncology drugs and biological products, encouraging sponsors to determine an optimal dosage
that maximizes therapeutic benefit while minimising toxicity early in clinical development. This guidance
is intended to assist sponsors in identifying an optimized dosage(s) for human prescription drugs or
biological products for the treatment of oncologic diseases during clinical development and prior to
submitting an application for approval of a new indication and usage.
REGULATORY OVERVIEW
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This reflects a shift from the traditional focus on identifying the maximum tolerated dose, which may
not be appropriate for modern targeted therapies that can achieve similar efficacy at lower, more tolerable
doses. The guidance notes that unnecessarily high doses may adversely affect patient quality of life,
treatment adherence and clinical outcomes. The guidance encourages early engagement with the FDA,
including through formal meetings or the Model-Informed Drug Development paired meeting program, to
discuss dosage optimization plans.
Patent Term Restoration and Marketing Exclusivity
Given the lengthy administrative approval cycle for pharmaceuticals, the United States introduced
the Patent Term Extension (PTE) mechanism under the Drug Price Competition and Patent Term
Restoration Act of 1984 (the “Hatch–Waxman Act”) to compensate for delays in the market approval
process for pharmaceuticals, food additives, medical devices and other regulated products. After approval,
owners of relevant drug or biological product patents may apply for up to a five-year patent extension to
restore a portion of patent term lost during product development and FDA review of an NDA or a BLA
if approval of the application is the first permitted commercial marketing or use of a biologic containing
the active ingredient under the Drug Price Competition and Patent Term Restoration Act of 1984. The
allowable patent term extension is calculated as one-half of the product’s testing phase, which is the time
between IND and NDA/BLA submission, and all of the review phase, which is the time between
NDA/BLA submission and approval, up to a maximum of five years. The time can be shortened if the FDA
determines that the applicant did not pursue approval with due diligence. The total patent term after the
extension may not exceed more than 14 years from the date of FDA approval of the product. Only one
patent claiming each approved product is eligible for restoration, only those claims covering the approved
product, a method for using it, or a method for manufacturing it may be extended, and the patent holder
must apply for restoration within 60 days of approval. The United States Patent and Trademark Office
(USPTO), in consultation with the FDA, reviews and approves the application for patent term restoration.
For patents that might expire during the application phase, the patent owner may request an interim patent
extension. An interim patent extension increases the patent term by one year and may be renewed up to
four times. For each interim patent extension granted, the post-approval patent extension is reduced by one
year. The director of the USPTO must determine that approval of the drug candidate covered by the patent
for which a patent extension is being sought is likely. Interim patent extensions are not available for a drug
candidate for which an NDA or a BLA has not been submitted.
In 1994, the United States further introduced the Patent Term Adjustment (PTA) mechanism to
compensate for delays arising from the patent examination process. Under 35 U.S.C. §154(b), the
examination process of the USPTO may involve three categories of delay — A-delay, B-delay and C-delay
— and the specific calculation rules for each category are set out in 37 C.F.R. §§1.703 and 1.704. A
pharmaceutical patent may benefit from both PTA and PTE, with PTE being calculated in addition to the
patent expiry date as adjusted by PTA. Accordingly, PTE is added on top of the original patent term,
including any extension granted through PTA.
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OVERVIEW
We are a clinical-stage biotech company dedicated to researching and developing innovative
therapies for autoimmune, metabolic and oncology diseases. Our history can be traced back to 2017, when
our Company was established in the PRC by Dr. Ji, our Controlling Shareholder, executive Director, chief
executive officer, general manager and chairman of our Board.
Since the establishment of our Company, we have strategically focused our R&D on oncology,
autoimmune and metabolic diseases, selected based on our Company’s comprehensive and integrated
platform for small-molecule innovative drug discovery as well as market demand. We have developed our
R&D capabilities spanning drug design, efficient synthesis, screening and evaluation, pharmacological
studies, comprehensive CMC research to clinical strategy and operations as well as translational medicine,
which enable our Company to pursue differentiated drug development across the three core therapeutic
areas. We have developed a strategically designed and differentiated pipeline. This includes three Core
Products, namely HJ787, HJ178 and HJ891, all of which are self-developed, small-molecule, NMPA
Category 1 innovative drugs. Our pipeline also includes other drug candidates, including our clinical-stage
drug candidate HJ197 and five preclinical drug candidates HJ356, HJ093, HJ199, HJ198 and HJ086, all
of which are also self-developed, small-molecule, NMPA Category 1 innovative therapies. For further
details of the Company’s R&D development and strategies, see “Business” in this prospectus.
KEY MILESTONES
The following table sets forth the key milestones of our corporate and business development.
Y ear Milestone events
2017 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company was established.
2018 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We submitted our first IND application for HJ197 to the NMPA.
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We submitted the IND application for HJ891 to the NMPA.
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We submitted the IND application for HJ178 and the IND application
for HJ787 ointment to the NMPA.
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We commenced a Phase Ib/III clinical trial in combination with
toripalimab for the treatment of non-squamous NSCLC with
KRAS
G12C mutation as combination therapy.
We initiated a Phase II clinical trial evaluating the efficacy and safety
of HJ787 in patients with ND.
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We initiated a Phase IIa clinical trial to evaluate the efficacy and
safety of HJ787 in patients with mild-to-moderate A V .
We completed a Phase Ib/IIa clinical trial in May 2024 to assess the
safety, tolerability, PK, and preliminary efficacy of multiple doses in
both healthy subjects and patients with type 2 diabetes.
OUR CORPORATE DEVELOPMENTS
Establishment and major shareholding changes of our Company
Our Company was established in the PRC as a limited liability company on February 20, 2017 with
an initial registered capital of RMB10 million. At the time of establishment, our Company was owned as
to 85.00% by Dr. Ji and 15.00% by Mr. Yuan Hao (؀“() Mr. Yuan”), an Independent Third Party. Dr.
Ji and Mr. Yuan are alumni of Lanzhou University ( ᚆψɽኪ) in the PRC.
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Equity transfers in November 2017
On November 18, 2017, Dr. Ji, Mr. Yuan, Suzhou Jishitang and Suzhou Wenshao Biotechnology Co.,
Ltd. (ʮ̡)( “ Suzhou Wenshao ”) entered into an equity transfer agreement,
pursuant to which (i) Mr. Yuan transferred his 15.00% equity interest in our Company to Suzhou Wenshao;
(ii) Dr. Ji transferred his approximately 6.08% equity interest in our Company to Suzhou Jishitang; and
(iii) Dr. Ji transferred his approximately 41.71% equity interest in our Company to Suzhou Wenshao, all
at nil consideration. The consideration was determined after arm’s length negotiations between the parties
with reference to our then unpaid registered capital. Mr. Yuan’s equity transfer was due to his decision to
pursue other personal development.
Suzhou Wenshao is a limited liability company established in the PRC as an investment holding
company and was controlled by Dr. Ji at the time of the above equity transfer. Suzhou Jishitang currently
is one of our employee incentive platforms under the Pre-IPO Share Incentive Scheme. See “—Employee
Incentive Platforms” below for further details.
Series A Financing
Pursuant to a capital increase agreement (the “ SDIC Shanghai Capital Increase Agreement ”) dated
December 21, 2017 (as amended), the registered capital of our Company was increased from RMB10
million to RMB12,298,688, which was subscribed as to 20.00% by (SDIC) VC Fund (Shanghai) of
Technology Transfer and Commercialization (Limited Partnership) ( ਷ҳ(ɪऎ)ᔷʷ௴ุҳ༟ਿ
Άุ(Υྫ)) (“ SDIC Shanghai ”) and 6.08% by Suzhou Wenshao at the consideration of RMB42
million and RMB24,329,138, respectively. Dr. Ji also agreed to transfer 1.00% equity interest in our
Company to SDIC Shanghai at nil consideration. The consideration was determined after arm’s length
negotiations between the parties with reference to the valuation of our Company, our development
strategies and potential, our research and development capabilities, and the milestones our Group expected
to achieve. The consideration for the increased registered capital subscribed by SDIC Shanghai and
Suzhou Wenshao was fully settled on December 26, 2017 and December 22, 2017, respectively.
Equity transfer in December 2019
On December 31, 2019, Suzhou Wenshao and Chengdu Wenshao, an investment platform whose
general partner is Dr. Ji and with an identical shareholding structure as Suzhou Wenshao at the relevant
time, entered into an equity transfer agreement, pursuant to which Suzhou Wenshao transferred its 52.80%
equity interest in our Company (corresponding to a registered capital of RMB6,493,708) to Chengdu
Wenshao at a consideration of RMB30 million. The consideration was determined after arm’s length
negotiations between the parties with reference to the paid-up registered capital of our Company by
Suzhou Wenshao, which was fully settled on September 28, 2021. Chengdu Wenshao has been controlled
by Dr. Ji since its establishment due to his capacity as the general partner of Chengdu Wenshao and his
shareholding in Chengdu Wenshao of over 50%, pursuant to the partnership agreement of Chengdu
Wenshao. Chengdu Wenshao had been established with a view to hold an interest in the Company by Dr.
Ji and his acquaintances who had confidence in Dr. Ji’s expertise and experience in this field as well as
the Company’s development potential. As of the Latest Practicable Date, Chengdu Wenshao had two
limited partners, namely Zhang Xingguo ( ੵጳ਷) and Ouyang Ling ( ᆄජὋ), both acquaintances of Dr.
Ji and Independent Third Parties, none of whom holds 30% or more interest in Chengdu Wenshao. Zhang
Xingguo is a director of a PRC listed company which is engaged in manufacturing computers and other
electronic equipment. Dr. Ji and Zhang Xingguo have befriended through the introduction a mutual friend
since before the Company was founded. Ouyang Ling, also a long-time friend of Dr. Ji who was introduced
to Dr. Ji by Zhang Xingguo, is a managing director of the investment bank department of a securities
company in the PRC. Both Zhang Xingguo and Ouyang Ling became shareholders of Chengdu Wenshao
because of their positive outlook on the development and future prospects of the Company, as well as Dr.
Ji’s experience and abilities in the industry.
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Series B Financing
Pursuant to the capital increase agreements dated December 15, 2019 and September 25, 2020, the
registered capital of our Company was increased from RMB12,298,688 to RMB13,704,252, which was
subscribed as to 8.97% by Suzhou Junlian Xinkang Venture Capital Partnership (Limited Partnership) ( ᘽ
ੰ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Junlian Xinkang ”) and 1.28% by Suzhou Yuanju Fanmao
Investment Partnership Enterprise (Limited Partnership) (ҳ༟ΥྫΆุ(Υྫ))
(“Suzhou Fanmao ”) at the consideration of RMB70 million and RMB10 million, respectively. The
consideration was determined with reference to the market conditions, valuation of our Company at the
time of investments and our business prospects, and was fully settled on October 20, 2020.
Series B+ Financing
From December 2020 to August 2021, pursuant to the investment agreements and the capital increase
agreement entered into among the Company, its then shareholders and each of Jingning Huaige Ruixin
Venture Investment Partnership Enterprise (Limited Partnership) (௴ุҳ༟ΥྫΆุ(ࠢ
Υྫ)) (now known as Ningbo Huaige Ruixin Venture Capital Partnership Enterprise (Limited Partnership)
(௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Huaige Ruixin ”), Ningbo Huaige Health Investment
Management Partnership (Limited Partnership) (਄ੰҳ༟၍ଣΥྫΆุ(Υྫ)) (“ Huaige
Health ”), Gongqingcheng Ruiji Fund III Investment Partnership (Limited Partnership) (๿Λɧಂ
ҳ༟ΥྫΆุ(Υྫ)) (now known as Anyi Ruiji Phase III Venture Capital Partnership (Limited
Partnership) ( τ່๿Λɧಂ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Ruiji Phase III ”), Shanghai Junshi
Biosciences Co., Ltd. (ʮ̡)( “ Junshi Biosciences ”), Chengdu Peikun
Jingrong Venture Capital Partnership (Limited Partnership) ( ϓேӒտവႂ௴ุҳ༟ΥྫΆุ(Υྫ))
(“Peikun Jingrong ”), Chengdu Peikun Songfu Technology Partnership (Limited Partnership)( ϓேӒտ҂
ҦΥྫΆุ(Υྫ)) (“ Peikun Songfu ”), Sichuan Science and Technology Achievement
Transformation Equity Investment Fund Partnership (Limited Partnership) (ᛆҳ༟
ΥྫΆุ(Υྫ)) (“ STAT Fund ”), (collectively, the “ Series B+ Investors ”), the Series B+
Investors agreed to subscribe for an increased registered capital of approximately RMB1,437,119 and
agreed to acquire an aggregate of approximately RMB362,540 registered capital of our Company held by
Chengdu Wenshao, representing approximately 2.44% equity interest in our Company upon completion of
the above capital increase, details of which are set out below:
Series B+ Investors
Registered capital
subscribed for Consideration
Registered capital
acquired from
Chengdu Wenshao Consideration
Huaige Ruixin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB322,050 RMB35,250,000 RMB146,386 RMB11,750,000
Huaige Health /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB20,556 RMB2,250,000 RMB9,344 RMB750,000
Ruiji Phase III /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB205,564 RMB22,500,000 RMB93,438 RMB7,500,000
Junshi Biosciences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB365,447 RMB40,000,000 – –
Peikun Jingrong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB239,824 RMB26,250,000 RMB109,011 RMB8,750,000
Peikun Songfu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB9,593 RMB1,050,000 RMB4,360 RMB350,000
STAT Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB274,085 RMB30,000,000 – –
The consideration for the increased registered capital was determined after arm’s length negotiations
between the parties with reference to the market conditions, valuation of our Company at the time of
investments and our business prospects. The consideration for the registered capital acquired from
Chengdu Wenshao was determined among the parties as a result of commercial negotiation. The
consideration was fully settled on June 2, 2021.
Series B++ Financing
On August 30, 2021, among others, our Company, Chengdu Wenshao, Xiamen Jianfa Emerging
Industries Equity Investment Partnership No. 2 (Limited Partnership) (ᛆҳ༟൩໮Υ
ྫΆุ(Υྫ)) (“Xiamen Jianfa ”), Jiangsu Shengyu Heike Medical Health Investment Fund (Limited
Partnership)(ږ(Υྫ)) (“ Shengyu Heike ”)
1 entered into a capital
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increase agreement, pursuant to which (i) each of Xiamen Jianfa and Shengyu Heike agreed to subscribe
for an increased registered capital of approximately RMB152,943 at a consideration of RMB20 million
with reference to the market conditions, valuation of our Company at the time of investments and our
business prospects; and (ii) both Xiamen Jianfa and Shengyu Heike agreed to each acquire a registered
capital of approximately RMB100,942 held by Chengdu Wenshao at the consideration of RMB10 million,
which was determined through the results of commercial negotiations among the parties. The total
consideration was fully settled on October 13, 2021.
Note:
(1) In June 2025, Shengyu Heike transferred its entire equity interest in our Company to Ms. Zhang Naiye ( ੵɗ⮶). After such
equity transfer, Shengyu Heike ceased to be a Shareholder. See “—Series C2 Financing and equity transfer in June 2025”
below for further details. Shengyu Heike is a limited partnership incorporated in the PRC and is principally engaged in
medical and health industry investment.
Series C1 Financing
Pursuant to a capital increase agreement dated December 16, 2023, the registered capital of our
Company was increased from RMB15,447,258 to RMB16,927,620, which was subscribed as to 3.04% by
Chongqing Chengyu Tuanjie Lake Strategic Emerging Industry Private Equity Investment Fund
Partnership (Limited Partnership) (ΥྫΆุ(Υ
ྫ)) (“ Chengyu Tuanjiehu Fund ”), 3.80% by Chongqing Jiangjin District Private Equity Investment
Fund Partnership (Limited Partnership) (ΥྫΆุ(Υྫ)) (“Jiangjin
Fund”), 0.76% by Wuxi Runyuan Biopharmaceutical Venture Capital Partnership (Limited Partnership)
(ᔼᖹ௴ุҳ༟ΥྫΆุ(Υྫ)) (“Wuxi Runyuan ”) and 1.14% by Hefei Xingtai Huike
Venture Capital Partnership (Limited Partnership) (௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Huike
Fund”) at the consideration of RMB80 million, RMB100 million, RMB20 million and RMB30 million,
respectively. The consideration was determined after arm’s length negotiations between the parties with
reference to the market conditions, valuation of our Company at the time of investments and our business
prospects and was fully settled on December 25, 2023.
Conversion into a joint stock limited liability company
On March 18, 2025, our then Shareholders passed resolutions approving, among other matters, the
conversion of our Company from a limited liability company into a joint stock limited liability company.
The conversion was completed on April 15, 2025.
Series C2 Financing and equity transfer in June 2025
Pursuant to a capital increase agreement dated June 19, 2025, the registered capital of our Company
was increased from RMB58,444,059 to RMB59,999,605, which was subscribed as to 1.11% by Anyi Ruiji
Phase X Venture Capital Partnership Enterprise (Limited Partnership) ( τ່๿Λɤಂ௴ุҳ༟ΥྫΆุ
(Υྫ)) (“Ruiji Phase X ”), 0.74% by Fuzhou Huace Xinming Pharmaceutical Investment Partnership
Enterprise (Limited Partnership) (ᔼᖹҳ༟ΥྫΆุ(Υྫ)) (“ Huace Xinming ”) and
0.74% by Hefei Baohe District Linghang Venture Capital Fund Partnership Enterprise (Limited
Partnership) (ΥྫΆุ (Υྫ)) (“ Baohe Linghang ”) at the
consideration of RMB30 million, RMB20 million and RMB20 million, respectively. The consideration
was determined after arm’s length negotiations between the parties with reference to the market
conditions, valuation of our Company at the time of investments and our business prospects and was fully
settled on July 11, 2025.
On June 26, 2025, Shengyu Heike and Ms. Zhang Naiye ( ੵɗ⮶), entered into an equity transfer
agreement, pursuant to which Shengyu Heike transferred 1.46% equity interest in our Company to Ms.
Zhang Naiye at a consideration of RMB40,773,024. Such consideration was determined based on arm’s
length negotiations between the parties with reference to the original investment amount of Shengyu Heike
and the valuation of our Company, and was fully settled on June 26, 2025.
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Equity transfer in August 2025
On August 21, 2025, Chengdu Wenshao and Chengdu Chunlei Xingming Technology Venture Capital
Partnership Enterprise (Limited Partnership) (Ҧ௴ุҳ༟ΥྫΆุ(Υྫ))
(“Chengdu Chunlei ”) entered into an equity transfer agreement, pursuant to which Chengdu Wenshao
transferred 0.83% equity interest in our Company indirectly held by a limited partner of Chengdu Wenshao
to Chengdu Chunlei at a total consideration of RMB20 million. The consideration was determined after
arm’s length negotiations between the parties with reference to the original investment amount and the
current valuation of our Company, which was fully settled on August 21, 2025.
As of the Latest Practicable Date, the shareholding structure of our Company was as follows:
Name of Shareholder Registered capital
Approximate
percentage of
shareholding
(RMB)
Chengdu Wenshao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,971,379 33.29%
Dr. Ji /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,424,624 20.71%
SDIC Shanghai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,520,100 9.20%
Junlian Xinkang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,246,253 7.08%
Jiangjin Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,222,218 3.70%
Suzhou Jishitang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,097,440 3.50%
Chengyu Tuanjiehu Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,777,751 2.96%
Huaige Ruixin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,617,322 2.70%
Junshi Biosciences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,261,749 2.10%
Peikun Jingrong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,204,357 2.01%
Ruiji Phase III /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,032,356 1.72%
STAT Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118946,326 1.58%
Xiamen Jianfa /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118876,544 1.46%
Ms. Zhang Naiye /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118876,544 1.46%
Huike Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118666,671 1.11%
Ruiji Phase X /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118666,662 1.11%
Suzhou Fanmao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118606,591 1.01%
Chengdu Chunlei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118499,997 0.83%
Wuxi Runyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118444,467 0.74%
Huace Xinming /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118444,442 0.74%
Baohe Linghang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118444,442 0.74%
Huaige Health /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103,212 0.17%
Peikun Songfu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,158 0.08%
Total: 59,999,605 100%
PRC Legal Advisors’ Confirmation
Our PRC Legal Advisors have confirmed that the above mentioned equity transfers and changes in
the registered capitals of our Group have been properly and legally completed and our Group has obtained
all necessary approvals and made all necessary filings, and has complied with applicable PRC laws and
regulations in all material respects in relation to the changes in shareholdings as set out above.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
We had not conducted any acquisitions, disposals or mergers that we consider to be material to us
during the Track Record Period and up to the Latest Practicable Date.
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EMPLOYEE INCENTIVE PLATFORMS
For the purpose of awarding our management team and employees for their contributions to our
Group and to incentivize them to further promote our development, we adopted the Pre-IPO Share
Incentive Scheme on July 11, 2025 to award the partnership interest in our employee incentive platforms
to the scheme participants. All the underlying Shares of the awards granted under the Pre-IPO Share
Incentive Scheme are directly held by Suzhou Jishitang. The general partner
(4) of Suzhou Jishitang is Dr.
Ji, and its limited partners include five employee incentive platforms, namely Chengdu Kunluntang
Enterprise Management Center (Limited Partnership) (ԿੀΆุ၍ଣʕː(Υྫ)) (“ Chengdu
Kunluntang ”), Chengdu Cuiyingtang Enterprise Management Center (Limited Partnership) (ੀ
Άุ၍ଣʕː(Υྫ)) (“ Chengdu Cuiyingtang ”), Chengdu Chunhuatang Enterprise Management
Center (Limited Partnership) (ശੀΆุ၍ଣʕː(Υྫ)) (“ Chengdu Chunhuatang ”),
Chengdu Chuntiandao Enterprise Management Center (Limited Partnership) (˂༸Άุ၍ଣʕː(Ϟ
Υྫ)) (“ Chengdu Chuntiandao ”) and Chengdu Chunguitang Enterprise Management Center (Limited
Partnership) (ᓥੀΆุ၍ଣʕː(Υྫ)) (“ Chengdu Chunguitang ”) and one former
employee
(4). As of the Latest Practicable Date, the limited partner interest in Suzhou Jishitang held by
Chengdu Kunluntang, Chengdu Cuiyingtang, Chengdu Chunhuatang, Chengdu Chuntiandao and Chengdu
Chunguitang was approximately 60.57%, 14.27%, 13.65%, 10.56% and 0.74%, respectively.
(4) The
following table sets forth a summary of the partnership structure of each of our employee incentive
platforms as of the Latest Practicable Date:
Name of employee incentive
platform General partner
Interest held by
the general
partner (1)
Number of limited
partner(s) (1)(2)
Chengdu Kunluntang /H1118/H1118/H1118/H1118/H1118/H1118/H1118Dr. Ji 73.30% One, namely Ms. Guo Na, a
senior management of our
Company, held 26.70% limited
partnership interest
Chengdu Cuiyingtang /H1118/H1118/H1118/H1118/H1118/H1118Ms. Zhang Jingjie, a senior
management of our
Company
12.77% 22, none of which held 30% or
more partnership interest
Chengdu Chunhuatang /H1118/H1118/H1118/H1118/H1118/H1118Dr. Ji 30.31% One, namely Mr. Du Fengtian, a
senior management of our
Company, held 69.69% limited
partnership interest
Chengdu Chuntiandao /H1118/H1118/H1118/H1118/H1118/H1118Dr. Ji 9.91% One, namely Mr. Yang Xiangyu,
an executive Director, held
90.09% limited partnership
interest
Chengdu Chunguitang /H1118/H1118/H1118/H1118/H1118/H1118Ms. Zhang Tao ( ੵᏹ), an
employee of our
Company
(3)
14.29% Six, none of which held 30% or
more partnership interest
(1): Each of the general partners and limited partners holds the partnership interest for his/her own interest.
(2): The partnership interest which each limited partner holds in his/her corresponding employee incentive platform does
not bear any voting rights in our Company. The limited partners are all Independent Third Parties.
(3): Ms. Zhang Tao, an employee of our Company, is not the same person as Mr. Zhang Tao, the ultimate controller of the
general partner of Chengdu Peikun Jingrong Venture Capital Partnership (Limited Partnership).
(4): As of the Latest Practicable Date, the partnership interests in Suzhou Jishitang are held as follows: (i) the five
employee shareholding platforms (Chengdu Kunluntang, Chengdu Cuiyingtang, Chengdu Chunhuatang, Chengdu
Chuntiandao, and Chengdu Chunguitang) serve as limited partners; (ii) Dr. Ji serves as general partner holding
approximately 0.20%; and (iii) Mr. Zhang Lei, a former employee of our Group, serves as limited partner holding
approximately 0.01%. He joined us upon our establishment as a key employee responsible for our internal
administrative management and resigned in 2023 due to personal and family reasons. The partnership interests held by
Dr. Ji and Mr. Zhang Lei are not included in the Share Incentive Scheme.
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According to the Pre-IPO Share Incentive Scheme, the respective partnership agreements and the
grant agreement, certain members of our management team and employees were granted restricted Shares
by virtue of their capacity as limited partners or general partners (as the case may be) of the employee
incentive platforms. The management of Suzhou Jishitang and the voting rights of the underlying Shares
held by Suzhou Jishitang are exercised by Dr. Ji as its general partner, whereas the relevant participants
to the Pre-IPO Share Incentive Scheme are entitled to the economic interest. Despite that each of the five
employee incentive platforms listed above is managed and controlled by its respective general partner,
according to the Pre-IPO Share Incentive Scheme, none of the incentive platforms and their general
partners has the right to control the voting rights and determine the transfer of the Shares held by Suzhou
Jishitang. Therefore, notwithstanding that Dr. Ji is the general partner of Chengdu Kunluntang, Chengdu
Chunhuatang and Chengdu Chuntiandao, they are not considered as members of the group of Controlling
Shareholders.
The rationale for establishing multiple employee incentive platforms is to facilitate a more
systematic management and classification of the shareholding platforms. Each platform has its own
assessment standards as determined by the Company on the employees holding their interest in the same
platform, with the aim to facilitate unity of assessment of and targets set for employees of similar or
comparable profile, such as length of service, overall work performance, leadership capability and/or
seniority. Specifically, Chengdu Kunluntang, Chengdu Chunhuatang and Chengdu Chuntiandao are the
incentive platforms for the founding members of the Company, being employees who joined the Company
at the inception or initial stage of development of the Company. Chengdu Cuiyingtang is the incentive
platform for department heads and other management team members. Chengdu Chunguitang is the
incentive platform for backbone members.
As of the Latest Practicable Date, share awards corresponding to 2,093,400 underlying Shares
representing approximately 2.84% of the total issued Shares immediately after completion of the Global
Offering (assuming the Over-allotment Option is not exercised), were conditionally granted by our
Company to a total of 34 participants under the Pre-IPO Share Incentive Scheme.
The Pre-IPO Share Incentive Scheme is not subject to the provisions of Chapter 17 of the Listing
Rules as it does not involve the grant of incentive Shares after the Listing. The principal terms of the
Pre-IPO Share Incentive Scheme and the details of the underlying Shares granted to the Directors,
Supervisors and senior management are set out in “Appendix IV—Statutory and General Information—D.
Pre-IPO Share Incentive Scheme”.
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PRE-IPO INVESTMENTS
Principal Terms of the Pre-IPO Investments
Our Company has completed several rounds of Pre-IPO Investments, details of which are set out below:
Round Form of investment Date of agreements
Date of full settlement
of consideration Investor
Amount of
registered
capital involved Consideration Cost per Share (1)
Post-money
valuation (2)
Discount to the
Offer Price (3)
(RMB) (approx.) (RMB) (approx.) (RMB) (approx.) (RMB) (approx.)
%
(approx.)
Series A Financing /H1118/H1118/H1118/H1118/H1118/H1118Subscription of
registered share capital
December 21, 2017 December 26, 2017 SDIC Shanghai 1,475,842 42 million 8.24 350 million (4) 88.42%
Series B Financing /H1118/H1118/H1118/H1118/H1118/H1118Subscription of
registered share capital
September 25, 2020,
December 15, 2019
October 20, 2020 Junlian Xinkang, Suzhou Fanmao 1,405,564 80 million 16.49 780 million (5) 76.83%
Series B+ Financing /H1118/H1118/H1118/H1118/H1118/H1118Subscription of
registered share capital
December 11, 2020,
December 24, 2020,
January 11, 2021, May
25, 2021
June 2, 2021 Huaige Ruixin, Huaige Health,
Ruiji Phase III, Junshi
Biosciences, Peikun Jingrong,
Peikun Songfu, STAT Fund
1,437,120 157,300,000 31.70 1.66 billion
(6) 55.45%
Equity transfer by
Chengdu Wenshao
May 25, 2021 June 2, 2021 Huaige Ruixin, Huaige Health,
Ruiji Phase III, Peikun Jingrong,
Peikun Songfu
362,540 29,100,000 23.25 N/A 67.33%
Series B++ Financing /H1118/H1118/H1118/H1118/H1118Subscription of
registered share capital
August 30, 2021 October 13, 2021 Xiamen Jianfa, Shengyu Heike 305,887 40 million 37.88 2.02 billion
(7) 46.78%
Equity transfer by
Chengdu Wenshao
October 13, 2021 Xiamen Jianfa, Shengyu Heike 201,885 20 million 28.69 N/A 59.68%
Series C1 Financing /H1118/H1118/H1118/H1118/H1118/H1118Subscription of
registered share capital
December 16, 2023 December 25, 2023 Chengyu Tuanjiehu Fund, Jiangjin
Fund, Wuxi Runyuan, Huike
Fund
1,480,362 230 million 45.00 2.63 billion
(8) 36.77%
Series C2 Financing /H1118/H1118/H1118/H1118/H1118/H1118Subscription of
registered share capital
June 19, 2025 July 11, 2025 Ruiji Phase X, Huace Xinming,
Baohe Linghang
1,555,546 70 million 45.00 2.70 billion (9) 36.77%
Equity transfer in June 2025 /H1118/H1118Equity transfer by
Shengyu Heike
June 26, 2025 June 26, 2025 Ms. Zhang Naiye 876,544 40,773,024 46.52 N/A 34.64%
Equity transfer in August 2025 /H1118 Equity transfer by
Chengdu Wenshao
August 21, 2025 August 21, 2025 Chengdu Chunlei 499,997 20 million 40.00 N/A 43.79%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Notes:
(1) The cost per Share is calculated based on the total consideration paid by the Pre-IPO Investors in each round of Pre-IPO Investment as divided by eit her (i) the registered capital subscribed
by them (as adjusted to the number of Shares such registered capital represents after the Company’s conversion to a joint stock company, if applicable ) or (ii) the number of Shares acquired
by them in the respective round of Pre-IPO Investment.
(2) The post-money valuation is calculated on the basis of (i) the cost per Share of the respective round of Pre-IPO Investment and (ii) the total regist ered capital immediately after the relevant
investment (as adjusted to the number of Shares such registered capital represents after the Company’s conversion to a joint stock company, if applic able).
(3) The discount to the Offer Price is calculated based on the exchange rate as of the Latest Practicable Date and the Offer Price is HK$81.80 per H Share.
(4) The post-money valuation of this round of investment was determined having considered that our Company has commenced the development of competit ive oncology innovation projects
and was planning to submit IND applications.
(5) The post-money valuation of this round of investment was determined having considered that our Company’s innovative oncology drug has entered cl inical trials, and several other new
drugs have shown strong competitive advantages in the pre-clinical studies.
(6) The post-money valuation of this round of investment was determined having considered that our Company has achieved phased results in clinical tr ials of the innovative oncology projects,
there were significant differentiated advantages of our other autoimmune and metabolic products in preclinical studies, and our small molecule pla tform was established.
(7) The post-money valuation of this round of investment was determined having considered that there was a more diversified clinical pipeline and not able progress from the pre-clinical
pipeline stage to the IND stage, as well as the fact that the progress of various businesses is in line with expectations.
(8) The post-money valuation of this round of investment was determined having considered that there was a breakthrough in our Company’s core product s and major products at this stage,
i.e. multiple innovative drug projects in metabolism, autoimmune, and oncology are making progress at the clinical stage.
(9) The post-money valuation of this round of investment was determined fairly and reasonably by parties involved in the transaction, taking into acc ount the market conditions and the
reasonableness of our Company’s valuation at the time of investment. Compared to previous rounds of investment, the valuation of this round of invest ment has not been significantly
adjusted.
The reasons for the increase between the post-money valuation of this round of investment and the expected market capitalization upon listing are
that (i) since this round of Series C2 Financing, our Company’s core products have achieved positive R&D breakthroughs, for example, the initiation o f
the Phase II clinical trial of HJ178 for the treatment of T2D in July 2025; and (ii) our ongoing business development efforts, including our latest
collaboration with Junze Chuangyao, has brought about milestone payments for our Company, serving as additional backing for an increased valuation in
our Company. See “Business — Collaborations” for details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Basis of determination of the
valuation and consideration /H1118/H1118/H1118/H1118/H1118/H1118
The valuation and consideration for each round of Pre-IPO
Investments were determined based on arm’s length
negotiation between the respective Pre-IPO Investors and our
Company after taking into account the timing of the
investments and the status of our business operations and
prospects.
Use of proceeds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118For financing our research and development activities and
funding our daily operations and external investments.
As of the Latest Practicable Date, approximately 73% of the
net proceeds from the Pre-IPO Investments had been utilized
for the aforementioned purposes. We expect to use the
remaining proceeds from the Pre-IPO Investments for the
same purposes.
Lock-up period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118All current Shareholders (including the Pre-IPO Investors)
are subject to a lock-up period of 12 months following the
Listing Date according to the PRC Company Law.
Strategic benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Directors are of the view that (i) our Group has benefited
from the additional capital provided by the Pre-IPO Investors
for our research and development and daily operations; (ii)
the Pre-IPO Investments have broadened our shareholder base
and demonstrated the Pre-IPO Investors’ confidence in the
operations and development of our Group; and (iii) the
Pre-IPO Investors include experienced investors in, among
others, biotech and healthcare industries, who can share their
insights on business strategies and provide professional
advice for our Group’s corporate governance, financial
reporting, internal control and future development.
Special Rights of the Pre-IPO Investors
Certain Pre-IPO Investors were granted certain customary special rights in relation to our Company
under their investment agreements or capital agreements, including, among others, redemption and
repurchase rights, pre-emptive and co-sale rights, anti-dilution rights, drag-along rights, liquidation rights,
and information rights. Pursuant to the termination agreements entered into by our Company and the
relevant Shareholders on August 29, 2024 and August 27, 2025, respectively: (i) under the August 29, 2024
agreement, the special rights granted by the Company, namely redemption rights, liquidation preference
rights and anti-dilution rights, had been terminated and shall be void ab initio; and (ii) under the August
27, 2025 agreement, the special rights granted by Dr. Ji in his capacity as the Company’s de facto
controller, namely redemption rights, liquidation preference rights and anti-dilution rights, had been
terminated. As of the Latest Practicable Date, the terminated special rights granted by Dr. Ji shall only be
automatically and retroactively restored in the event of the earliest to occur of the following: (i) voluntary
withdrawal of the listing application by the Company; (ii) the Company’s listing application having been
rejected; (iii) failure to complete the public offering within twelve (12) months after the hearing by the
Listing Committee of the Stock Exchange; and (iv) failure to complete the public offering within eighteen
(18) months after submission of the listing application. Pursuant to the termination agreement dated
August 29, 2024, the Company has no outstanding obligations in respect of the special rights granted by
Dr. Ji. In particular, the Company had previously provided a guarantee in relation to the redemption rights,
but all obligations of the Company in connection with such guarantee have been terminated pursuant to
the termination agreement dated August 29, 2024. To the best of the Company’s knowledge and as
confirmed by Dr. Ji, there does not exist any side agreements in respect of such special rights; and no
liability relating to such rights has been recorded since August 29, 2024, as the related liability was
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 151 ---
reclassified to equity at fair value upon the termination agreement on that date. All other special rights
which are required to be terminated pursuant to Chapter 4.2 of the Listing Guide will be terminated upon
the Listing. See Note 36 to the Accountants’ Report in Appendix I for details.
Information about the Pre-IPO Investors
Among our Pre-IPO Investors, each of SDIC Shanghai and Junlian Xinkang is a Sophisticated
Investor who has made meaningful investments in our Company in accordance with Chapter 2.3 of the
Guide. The background information of our Pre-IPO Investors who remained as Shareholders of our
Company as of the Latest Practicable Date is set out below. To the best knowledge of our Directors, each
of our Pre-IPO Investors, its ultimate beneficial owners, and its general partner and limited partners (as
the case may be) is an independent third party and has no relationship with any connected persons of the
Company.
SDIC Shanghai
The general partner of SDIC Shanghai is SDIC (Shanghai) Venture Capital Management Co., Ltd.
(਷ҳ(ɪऎ)ʮ̡), which is wholly owned by SDIC Venture Capital Management Co.,
Ltd. (ʮ̡)( “ SDICVC ”). SDICVC is owned as to 40% by China SDIC Gaoxin
Industrial Investment Corp. Ltd. (ʮ̡), which is ultimately controlled by the
State-owned Assets Supervision and Administration Commission of the State Council ( ਷ਕ৫਷Ϟ༟ପ္
ึ); and as to 23.75% by Veken Holding Group Co., Ltd. (ʮ̡),
20.00% by Yixin (Shanghai) Enterprise Management Center (Limited Partnership) ( χอ(ɪऎ)Άุ၍ଣ
ʕː(Υྫ)), 6.52% by Shanghai Zhanxin Investment Management Co., Ltd. (ࠢ
ʮ̡), 6.25% by Ningbo Yuantai Heyu Investment Management Partnership (Limited Partnership) (ت
ӑइձ༃ҳ༟၍ଣΥྫΆุ(Υྫ)) and 3.48% by State Development & Investment Corp., Ltd. (࢕
ʮ̡). As of the Latest Practicable Date, none of the limited partners of SDIC Shanghai
held 30% or more partnership interest.
SDIC Shanghai focuses on equity investments in the biopharmaceutical sector. It has invested in a
number of biotech companies, including, BioCytoGen Pharmaceuticals (Beijing) Co., Ltd. ( ϵෳᒄྡ(̏
ԯ)ʮ̡), a company listed on the Stock Exchange (stock code: 2315). As of December
31, 2025, SDIC Shanghai had assets under management of approximately RMB10 billion with a paid-up
capital of approximately RMB10 billion. SDICVC is a leading professional venture fund management
institution with a focus on biotech, digital information, advanced manufacturing and material energy
sections and has invested in over 50 biotech companies, including but not limited to, RemeGen Co., Ltd.
(Ⴁᖹ(๧̨)ʮ̡), a company listed on the Shanghai Stock Exchange (stock code:
688331) and the Stock Exchange (stock code: 9995), Keymed Biosciences Inc. (ࠢ
ʮ̡), a company listed on the Stock Exchange (stock code: 2162), Biocytogen Pharmaceuticals (Beijing)
Co., Ltd. ( ϵෳᒄྡ(̏ԯ)ʮ̡), a company listed on the Stock Exchange (stock code:
2315), and TransThera Sciences (Nanjing), Inc. ( ᖹઠτੰ(ԯ)ʮ̡), a company listed on
the Stock Exchange (stock code: 2617). To the best knowledge of our Directors, each of SDIC (Shanghai)
Venture Capital Management Co., Ltd., SDICVC, China SDIC Gaoxin Industrial Investment Corp. Ltd.,
State-owned Assets Supervision and Administration Commission of the State Council and the limited
partners of SDIC Shanghai is an Independent Third Party.
Junlian Xinkang
Junlian Xinkang is a limited partnership established in the PRC. The general partner of Junlian
Xinkang is Lhasa Junqi Enterprise Management Co., Ltd. (ʮ̡), which is a
wholly-owned subsidiary of Junlian Capital Management Co., Ltd. (ʮ̡)
(“Junlian Capital ”), which in turn is ultimately controlled by Zhu Linan (یChen Hao ( ௓ख),
Wang Nengguang (
ˮঐΈ) and Li Jiaqing (ᅅ), each an Independent Third Party. None of the limited
partners of Junlian Xinkang hold 30% or more partnership interest therein. Junlian Xinkang is principally
engaged in equity investment, with a fund size of approximately RMB1.6 billion as of December 31, 2025.
Junlian Xinkang has invested in more than 10 biotech and healthcare companies, such as Jiangsu Recbio
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Technology Co., Ltd. (ʮ̡), a company listed on the Stock Exchange (stock
code: 2179) and Jiangsu Hanbon Science and Technology Co., Ltd. (ʮ̡), a
company listed on the Shanghai Stock Exchange (stock code: 688755).
Junlian Capital was established in April 2001 and is a leading professional investment institution in
China specializing in early-stage venture capital and growth-stage private equity investments. It focuses
on the fields of intelligent manufacturing, healthcare, technology, mass consumption and enterprise
services, with approximately RMB80 billion of assets under management as of December 31, 2025. With
a track record of investing in biotech and healthcare sectors, Junlian Capital has invested in companies
engaged in the biopharmaceutical, manufacturing and R&D services to pharmaceutical industry, new drug
discovery and biotech, including Innovent Biologics, Inc. (Ⴁᖹ), a company listed on the Stock
Exchange (stock code: 1801), HBM Holdings Limited (ʮ̡), a company listed on the
Stock Exchange (stock code: 2142), Beijing Kawin Technology Share-holding Co., Ltd. (ٰ
ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 688687), Aidite
(Qinhuangdao) Technology Co., Ltd. (त(ࢥެ)ʮ̡), a company listed on the
Shenzhen Stock Exchange (stock code: 301580), Wuhan Easy Diagnosis Biomedicine Co., Ltd. (׼
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 002932),
WuXi AppTec Co., Ltd. (ʮ̡), a company listed on the Stock Exchange
(stock code: 2359) and Pharmaron Beijing Co., Ltd. ( ੰᎲʷϓ(̏ԯ)ʮ̡), a company
listed on the Stock Exchange (stock code: 3759).
To the best knowledge of our Directors, each of Junlian Xinkang, Lhasa Junqi Enterprise
Management Co., Ltd., Junlian Capital and the limited partners of Junlian Xinkang is an Independent
Third Party.
Suzhou Fanmao
Suzhou Fanmao is a limited partnership established in the PRC. The general partner of Suzhou
Fanmao is Yuanju Capital Management Co., Ltd. (ʮ̡), which is ultimately controlled
by Huang Liwei ( රͭਃ), an Independent Third Party. Among the limited partners of Suzhou Fanmao,
Suzhou Industrial Park Yuanju Kaiyuan Investment Partnership Enterprise (Limited Partnership) ( ᘽψʈ
ุ෤ਜʩၳක෥ҳ༟ΥྫΆุ(Υྫ)) holds approximately 31.52% limited partnership interest
therein, which is ultimately controlled by Huang Liwei and none of the remaining limited partners of
Suzhou Fanmao holds 30% or more partnership interest therein. Suzhou Fanmao is principally engaged in
growth-stage private equity investment, and has accumulated experience in financing for the development
of biotech companies and companies specializing in biopharmaceutical and medical equipment. With
approximately seven years of investment experience in these sectors, its portfolio includes Puyi
(Shanghai) Biotechnology Co., Ltd. (׸(ɪऎ)ʮ̡) and Shanghai Huiyueyan
Biotechnology Co., Ltd. (ʮ̡), etc. As of December 31, 2025, Suzhou Fanmao
had assets under management exceeding RMB100 million. To the best knowledge of our Directors, each
of Yuanju Capital Management Co., Ltd. and the limited partners of Suzhou Fanmao is an Independent
Third Party.
Huaige Health and Huaige Ruixin
Huaige Health is a limited partnership established under the laws of the PRC and is principally
engaged in equity investment management in the healthcare and biotechnology industries. The general
partner of Huaige Health is Wang Kai ( ˮ⺍), an Independent Third Party, holding 82.5% equity interest
in the partnership. None of the three limited partners of Huaige Health holds a partnership interest of 30%
or more. To the best knowledge of our Directors, each of the limited partners of Huaige Health is an
Independent Third Party.
Huaige Ruixin is a limited partnership established under the laws of the PRC and is principally
engaged in venture capital and equity investment in the healthcare and biotechnology industries. Huaige
Ruixin has invested in a number of healthcare and biotech companies, including Shanghai Ruiyi
Pharmaceutical Technology Co., Ltd. (ʮ̡), a company listed on the National
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Equities Exchange and Quotations (stock code: 836193). As of December 31, 2025, Huaige Ruixin had
assets under management of approximately RMB433 million. The general partner of Huaige Ruixin is
Huaige Health, which holds a 1.20% partnership interest in Huaige Ruixin. As of the Latest Practicable
Date, Huaige Ruixin had 19 limited partners, none of which holds 30% or more partnership interest
therein, with the two largest limited partners, Shanghai INT Medical Instruments Co., Ltd. (a company
listed on the Stock Exchange (Stock Code: 1501)) and Warom Technology Incorporated Company ( ശ࿲
ʮ̡) (a company listed on the Shanghai Stock Exchange (Stock Code: 603855), each
holding 15.83% of Huaige Ruixin’s Partnership interest. To the best knowledge of our Directors, each of
the limited partners of Huaige Ruixin is an Independent Third Party.
Huaige Ruixin is the investment arm of Huaige Capital (༟͉). Huaige Capital was founded in
2017 and is headquartered in Shanghai. It is a professional investment institution focusing on the medical
and health care and biotechnology fields. As of December 31, 2025, Huaige Capital had assets under
management exceeding RMB2.8 billion. Its investment portfolio includes Shanghai INT Medical
Instruments Co., Ltd. (a company listed on the Stock Exchange (Stock Code: 1501)), Nanjing Leads
Biolabs Co., Ltd. (a company listed on the Stock Exchange (stock code:9887)) and Cofoe Medical
Technology Co., Ltd. (ʮ̡) (a company listed on the Shenzhen Stock Exchange
(stock code: 301087)), etc.
Ruiji Phase III and Ruiji Phase X
Each of Ruiji Phase III and Ruiji Phase X is a limited partnership established in the PRC. The general
partner of both Ruiji Phase III and Ruiji Phase X is Shenzhen Zhenji Capital Private Equity Investment
Management Co., Ltd. (ʮ̡), which is ultimately controlled by
Dai Shan (ޙand Zhao Xiaoqiang ( Ⴛʃ੶), each an Independent Third Party. Among the limited
partners of Ruiji Phase III, Pi Hailing (ޛan Independent Third Party, holds approximately 31.01%
limited partnership interest therein and none of the remaining limited partners of Ruiji Phase III holds 30%
or more partnership interest. Among the limited partners of Ruiji Phase X, Shenzhen Bowei Technology
Co., Ltd. (ʮ̡)( “Shenzhen Bowei ”) holds approximately 45.05% limited partnership
interest therein and none of the remaining limited partners of Ruiji Phase X holds 30% or more partnership
interest. Shenzhen Bowei is a wholly-owned subsidiary of Shenzhen Bolin Group Co., Ltd. (ණ
ʮ̡), which in turn is ultimately controlled by Lin Renhao (ʠᚦ). To the best knowledge of our
Directors, each of Shenzhen Zhenji Capital Private Equity Investment Management Co., Ltd. and the
limited partners of Ruiji Phase III and Ruiji Phase X is an Independent Third Party.
Ruiji Phase III focuses on investing in biopharmaceutical companies, which includes ImmuneOnco
Biopharmaceuticals (Shanghai) Inc. (ᔼᖹҦஔ(ɪऎ)ʮ̡), a company listed on
the Stock Exchange (stock code: 01541). As of December 31, 2025, Ruiji Phase III had assets under
management of approximately RMB258 million. Ruiji Phase X focuses on investing in innovative
technology and biopharmaceutical companies, with assets under management of approximately RMB88.8
million as of December 31, 2025.
Ruiji Phase III and Ruiji Phase X are both venture capital funds, which are managed by Shenzhen
Zhenji Capital Private Equity Investment Management Co., Ltd. (ࠢ
ʮ̡)( “ Zhenji Capital ”). As of December 31, 2025, Zhenji Capital had managed more than ten funds
with assets under management exceeding RMB1.3 billion. Zhenji Capital has participated in investments
in numerous innovative pharmaceutical technology and advanced manufacturing companies. Among the
funds managed by Zhenji Capital, ImmuneOnco Biopharmaceuticals (Shanghai) Inc. (ᔼᖹ
Ҧஔ(ɪऎ)ʮ̡) (stock code: 01541) and Nanjing Leads Biolabs Co., Ltd. (߅ي
ʮ̡) (stock code: 09887) are listed on the Stock Exchange, and Mabwell (Shanghai)
Bioscience Co., Ltd. (۾(ɪऎ)ʮ̡) (stock code: 688062) is listed on the Shanghai
Stock Exchange.
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Junshi Biosciences and Wuxi Runyuan
Junshi Biosciences is a joint stock limited liability company established in the PRC, whose H shares
are listed on the Stock Exchange (stock code: 1877) and A shares are listed on the STAR Market of the
Shanghai Stock Exchange (stock code: 688180). Junshi Biosciences is an innovation-driven
biopharmaceutical company dedicated to the discovery and development of innovative drugs and their
clinical research and commercialization on a global scale.
Wuxi Runyuan is a limited partnership established in the PRC. The general partner of Wuxi Runyuan
is Junshi Venture Capital (Hainan) Co., Ltd. ( ёྼ௴ุҳ༟(ی)ʮ̡), which is a wholly-owned
subsidiary of Junshi Biosciences. Among the limited partners of Wuxi Runyuan, Junshi Biosciences holds
59.80% limited partnership interest therein and none of the remaining limited partners of Wuxi Runyuan
holds 30% or more partnership interest. Wuxi Runyuan is principally engaged in venture capital
investment in biopharmaceutical sector and medical and health industry, in particular on emerging
biotechnologies in oncology, metabolic, autoimmune, and anti-infective indications. Wuxi Runyuan has
invested over RMB420 million in 12 projects, covering antibody drugs, small molecule drugs, cancer
vaccines, cell therapy, and interventional medical devices. Its portfolio includes Shanghai Haihe
Pharmaceutical Research and Development Co., Ltd. (ʮ̡), Shen Zhen
Oculgen Biomedical Technology Limited Company Co., Ltd. (ʮ̡) and
Wuxi Shengliao Exploration Pharmaceutical Technology Co., Ltd. (ʮ̡). As
of December 31, 2025, Wuxi Runyuan had assets under management of approximately RMB630 million.
To the best knowledge of our Directors, each of Junshi Venture Capital (Hainan) Co., Ltd. and the limited
partners of Wuxi Runyuan is an Independent Third Party.
Peikun Jingrong and Peikun Songfu
Peikun Jingrong is a limited partnership established in the PRC. The general partner of Peikun
Jingrong is Chengdu Peikun Shenghua Private Equity Investment Fund Management Partnership
Enterprise (Limited Partnership) (၍ଣΥྫΆุ(Υྫ)), which is
controlled and managed by Chengdu Shenghua Chuanghe Investment Management Partnership Enterprise
(Limited Partnership) ( ϓே᳅ശ௴Υҳ༟၍ଣΥྫΆุ(Υྫ)) (“Chengdu Shenghua ”) as its general
partner, which is in turn ultimately controlled by Zhang Tao ( ੵᏹ) and Pan Sha ( ᆙ୶), each an
Independent Third Party. None of the limited partners of Peikun Jingrong holds 30% or more partnership
interest therein. Peikun Jingrong is principally engaged in equity investment. Peikun Jingrong primarily
invests in innovative companies in emerging industries during their early to mid-stage, including
companies in biopharmaceuticals and electronic information sectors. With over seven years of investment
experience in biotech sectors, Peikun Jingrong has invested in several biotech companies, including
Hinova Pharmaceuticals Inc. (ʮ̡), a company listed on the Shanghai Stock Exchange
(stock code: 688302) and Serena (China) Medical Technology Co., Ltd. ( ᒄཤॶ(ʕ਷)ʮ̡).
As of December 31, 2025, Peikun Jingrong had assets under management exceeding RMB250 million,
with fund size of approximately RMB254 million. To the best knowledge of our Directors, each of the
limited partners of Peikun Jingrong is an Independent Third Party.
Peikun Songfu is a limited partnership established in the PRC. The general partner of Peikun Songfu
is Chengdu Shenghua. Among the limited partners of Peikun Songfu, Chengdu Peikun Xinjingrong
Technology Co., Ltd. (ʮ̡)( “ Chengdu Xinjingrong ”) holds approximately
70.76% limited partnership interest therein and none of the remaining limited partners of Peikun Songfu
holds 30% or more partnership interest. Chengdu Xinjingrong is ultimately controlled by Zhang Tao and
Pan Sha. Peikun Songfu is principally engaged in equity investment, in particular investing in technology
companies such as Beijing X-charge Technology Co., Ltd. (ʮ̡), in which its holding
company, XCHG Limited, is listed on the Nasdaq Stock Exchange in the United States (stock code: XCH).
As of December 31, 2025, Peikun Songfu had assets under management exceeding RMB11 million. To the
best knowledge of our Directors, each of Chengdu Shenghua and the limited partners of Peikun Songfu
is an Independent Third Party.
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STAT Fund
STAT Fund is a limited partnership established in the PRC, which is principally engaged in venture
capital investments in the biopharmaceuticals, electronic information, healthcare and new energy
industries. It has invested in 13 companies, including Chengdu Zeling Biopharmaceutical Technology Co.,
Ltd. (ʮ̡), Jingze Biopharmaceutical (Hefei) Co., Ltd (ᔼᖹ(Υ
٭)ʮ̡), Sichuan Ruobin Biotechnology Co., Ltd. (ப΂ʮ̡) and
Chengdu Shibeikang Biotechnology Co., Ltd. (ʮ̡). As of December 31,
2025, STAT Fund had assets under management of approximately RMB179 million.
The general partner of STAT Fund is Sichuan Innovation and Development Investment Management
Co., Ltd. (ʮ̡)( “ Sichuan Innovation Investment ”), which is ultimately
controlled by Sichuan Provincial Department of Finance (ᝂ). Among the limited partners of
STAT Fund, Sichuan Industrial Revitalization Fund Investment Group Co., Ltd. (ҳ༟
ʮ̡) holds approximately 50.06% limited partnership interest therein, which is ultimately
controlled by Sichuan Provincial Department of Finance. None of the remaining limited partners of STAT
Fund holds 30% or more partnership interest. Sichuan Innovation Investment has nurtured
entrepreneurship and innovation, backing numerous technology-based small and medium-sized enterprises
(SMEs). Sichuan Innovation Investment manages a portfolio of entrepreneurship and innovation funds,
technology transfer funds, and various market-oriented funds, raising approximately RMB4 billion and
investing in over 160 technology-based SMEs, five of which are listed companies. It has extensive
investment in various sectors, including healthcare, electronics and information technology, equipment
manufacturing, and new energy. To the best knowledge of our Directors, each of Sichuan Innovation and
Development Investment Management Co., Ltd., Sichuan Provincial Department of Finance and the
limited partners of STAT Fund is an Independent Third Party.
Xiamen Jianfa
Xiamen Jianfa is a limited partnership established in the PRC, which is principally engaged in equity
investment, focusing on the healthcare, advanced manufacturing, telecommunication, media and
technology (TMT), and consumer sectors. The general partner and the sole limited partner of Xiamen
Jianfa are Xiamen Jianxin Investment Co., Ltd. (ʮ̡)( “Xiamen Jianxin ”) and Xiamen
C&D Emerging Industries Equity Investment Co., Ltd. (ப΂ʮ̡)
(“Xiamen C&D ”), respectively. Xiamen Jianxin is controlled by Xiamen C&D, and both of which are
ultimately controlled by the State-owned Assets Supervision and Administration Commission of Xiamen
Municipal People’s Government (ึ). To the best knowledge of
our Directors, each of Xiamen C&D and Xiamen Jianxin is an Independent Third Party.
Xiamen C&D is principally engaged in equity and fund investments, focusing on medical health,
advanced manufacturing, TMT, and consumer sectors. It has invested in a number of companies in the
biopharmaceutical sectors, which include Pharmaron Beijing Co., Ltd. ( ੰᎲʷϓ(̏ԯ)ࠢ
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 300759) and the Stock Exchange
(stock code: 3759), Bloomage Biotechnology Corporation Limited (ʮ̡), a
company listed on the Shanghai Stock Exchange (stock code: 688363), RemeGen Co., Ltd. (Ⴁ
ᖹ(๧̨)ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 688331) and the
Stock Exchange (stock code: 09995), APT Medical Inc. (ʮ̡), a company
listed on the Shanghai Stock Exchange (stock code: 688617), and Zylox-Tonbridge Medical Technology
Co., Ltd. (ʮ̡), a company listed on the Hong Kong Stock Exchange (stock
code: 2190). As of December 31, 2025, Xiamen C&D had assets under management approximately
RMB32 billion.
Chengyu Tuanjiehu Fund and Jiangjin Fund
Chengyu Tuanjiehu Fund is a limited partnership established in the PRC. The general partners of
Chengyu Tuanjiehu Fund are Chengdu Jizhuan Venture Capital Co., Ltd. (ʮ̡)
(“Chengdu Jizhuan VC ”) and Huada (Chongqing) Private Equity Investment Fund Management Co., Ltd.
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(ശ༺(ᅅ)ʮ̡)( “ Huada PE ”). Among the limited partners of Chengyu
Tuanjiehu Fund, Chengdu Wutongshu Innovation and Entrepreneurship Investment Partnership Enterprise
(Limited Partnership) (ዓ௴อ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Chengdu Wutongshu ”) and
Chongqing Jiangjin District Private Equity Investment Fund Partnership Enterprise (Limited Partnership)
(ΥྫΆุ(Υྫ)) (“ Chongqing Jiangjin PE ”) hold 54.80% and
43.52% limited partnership interest, respectively. Chengdu Jizhuan VC and Chengdu Wutongshu are
ultimately controlled by Chengdu State-owned Assets Supervision and Administration Commission ( ϓே
ึ). Huada PE and Chongqing Jiangjin PE are ultimately controlled by the
State-owned Assets Supervision and Administration Commission of Jiangjin District, Chongqing City (ࠠ
ึ). The remaining limited partner of Chengyu Tuanjiehu Fund holds
less than 30% partnership interest. Chengyu Tuanjiehu Fund is principally engaged in equity investment,
in particular investing in companies engaged in green and low-carbon development, new materials, new
energy, electronic information, advanced manufacturing, life sciences, and other technological innovation
sectors. Chengyu Tuanjiehu Fund has approximately two years of investment experience in biotech
industry and invested in several biotech companies. As of December 31, 2025, Chengyu Tuanjiehu Fund
had assets under management of approximately RMB140 million. To the best knowledge of our Directors,
each of Chengdu Jizhuan VC, Huada PE, Chengdu State-owned Assets Supervision and Administration
Commission, State-owned Assets Supervision and Administration Commission of Jiangjin District,
Chongqing City and the limited partners of Chengyu Tuanjiehu Fund is an Independent Third Party.
Jiangjin Fund is a limited partnership established in the PRC. The general partner of Jiangjin Fund
is Huada PE. Among the limited partners of Jiangjin Fund, Chongqing Jiangjin District Huaxin Asset
Management (Group) Co., Ltd. (༟ପ຾ᐄ(ණྠ)ʮ̡) and Western (Chongqing)
Science City Jiangjin Park Development and Construction Group Co., Ltd. ( Г௅(ᅅ)෤ਜ
ʮ̡) hold 50.00% and 49.00% limited partnership interest, respectively, both of which
are ultimately controlled by the State-owned Assets Supervision and Administration Commission of
Jiangjin District, Chongqing City. The remaining limited partner of Jiangjin Fund holds less than 30%
partnership interest. Jiangjin Fund is principally engaged in equity investment and has invested in over 10
companies. As of December 31, 2025, Jiangjin Fund had assets under management of approximately
RMB1.4 billion. To the best knowledge of our Directors, each of the limited partners of Jiangjin Fund is
an Independent Third Party.
Huike Fund
Huike Fund is a limited partnership established in the PRC. The general partner and executive
partner of Huike Fund is Hefei Xingtai Asset Management Co., Ltd. (ʮ̡), which
is ultimately controlled by the State-owned Assets Supervision and Administration Commission of the
People’s Government of Hefei City (ึ). Among the limited
partners of Huike Fund, Anhui Province Industrial Transformation and Upgrading Fund Co., Ltd. (޲
ʮ̡) holds 39.80% limited partnership interest, which is ultimately controlled by
the State-owned Assets Supervision and Administration Commission of the People’s Government of Anhui
Province (ึ). None of the remaining limited partners of Huike
Fund holds 30% or more partnership interest. Huike Fund is principally engaged in equity investment in
key sectors, such as integrated circuits, display technologies, new materials, biopharmaceutical, new
energy vehicles and intelligent connected vehicles, photovoltaics and new energy, artificial intelligence,
quantum computing, and aerospace information technology. As of December 31, 2025, Huike Fund had
assets under management of approximately RMB195.7 million. To the best knowledge of our Directors,
each of Hefei Xingtai Asset Management Co., Ltd., State-owned Assets Supervision and Administration
Commission of the People’s Government of Hefei City and the limited partners of Huike Fund is an
Independent Third Party.
Huace Xinming
Huace Xinming is a limited partnership established in the PRC. The general partners of Huace
Xinming are Huaxing Kangping Private Fund Management (Fuzhou) Co., Ltd. (၍ଣ
ʮ̡) (formally known as Huaxing Kangping Pharmaceutical Industry Private Equity Fund
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Management (Pingtan) Co., Ltd. (၍ଣ(̻ᆐ)ʮ̡)) (“ Huaxing
Kangping ”) and Fujian Province Innovation and Entrepreneurship Investment Management Co., Ltd. ( ၅
ʮ̡)( “ Fujian Innovation and Entrepreneurship Investment ”). Huaxing
Kangping is ultimately controlled by Zhang Lu ( ੵᚣ). Fujian Innovation and Entrepreneurship Investment
is ultimately controlled by the State-owned Assets Supervision and Administration Commission of the
People’s Government of Fujian Province. Among the limited partners of Huace Xinming, Fuzhou Xintou
Venture Capital Co., Ltd. (ʮ̡) holds 65.00% limited partnership interest therein,
which is ultimately controlled by State-owned Assets Supervision and Administration Commission of the
People’s Government of Fuzhou City (ึ). None of the remaining
limited partners of Huace Xinming holds 30% or more partnership interest. Huace Xinming is principally
engaged in the investment in private equity funds, focusing on the fields of biomedicine, medical
equipment and medical services. Huace Xinming has invested in several biotech companies, which include
Nanjing Ningdan New Drug Technology Co., Ltd. (ʮ̡) and Chengdu Shilian
Kangjian Biotechnology Co., Ltd. (ʮ̡). As of December 31, 2025, Huace
Xinming had assets under management of approximately RMB249 million. To the best knowledge of our
Directors, each of Huaxing Kangping, Fujian Innovation and Entrepreneurship Investment, Zhang Lu and
the limited partners of Huace Xinming is an Independent Third Party.
Baohe Linghang
Baohe Linghang, a limited partnership established in the PRC, is a venture capital fund, which
focuses on investing in companies engaging in new energy and intelligent connected vehicles, artificial
intelligence, creative culture, testing and inspection, healthcare, new materials, quantum technology,
high-end equipment, aerospace information, and integrated circuits. Baohe Linghang has invested in over
10 companies, with fund size of approximately RMB500 million. As of December 31, 2025, it had assets
under management of approximately RMB318 million. The general partner and the sole limited partner of
Baohe Linghang are Hefei Baohe Innovation Investment Private Equity Fund Management Co., Ltd. ( Υ
ʮ̡)( “ Baohe Investment ”) and Hefei Baohe District High-Quality
Development Fund Co., Ltd. (ʮ̡), respectively, both of which are
ultimately controlled by the State-owned Assets Supervision and Administration Commission of Baohe
District People’s Government, Hefei City (ึ). None of the
limited partners of Baohe Linghang holds 30% or more partnership interest. To the best knowledge of our
Directors, each of Hefei Baohe Innovation Investment Private Equity Fund Management Co., Ltd., Hefei
Baohe District High-Quality Development Fund Co., Ltd., State-owned Assets Supervision and
Administration Commission of Baohe District People’s Government, Hefei City and the limited partner of
Baohe Linghang is an Independent Third Party.
Baohe Investment is the fund manager of Baohe Linghang, which focuses on private equity
investment. Baohe Investment currently manages funds with a total size of over RMB6 billion and has
more than two years of investment experience in the biotech sector.
Chengdu Chunlei
Chengdu Chunlei is a limited partnership established in the PRC. The general partner of Chengdu
Chunlei is Hainan Boyuan Qiji Investment Partnership Enterprise (Limited Partnership) (௹๕〾᝘ҳ
༟ΥྫΆุ(Υྫ)), which is ultimately controlled by Liu Yao ( ᄎᓚ). Among the limited partners of
Chengdu Chunlei, Chengdu High-tech Zone Chuangke Tou Angel Equity Investment Fund Partnership
Enterprise (Limited Partnership) (ΥྫΆุ(Υྫ)) holds
40.00% limited partnership interest, which is ultimately controlled by State-owned Assets Supervision and
Finance Bureau of Chengdu High-tech Industrial Development Zone (਷༟
҅). None of the remaining limited partners of Chengdu Chunlei holds 30% or more partnership interest.
Chengdu Chunlei is principally engaged in equity investment, specializing in early-stage venture capital
and growth-stage private equity investments. As of December 31, 2025, Chengdu Chunlei had assets under
management of approximately RMB200 million.
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Chengdu Beyond Capital Management Co., Ltd. (ʮ̡)( “ Beyond Capital ”)
is the fund manager of Chengdu Chunlei. Founded in 2008, Beyond Capital is a venture capital
management institution with assets under management exceeding RMB2 billion as of December 31, 2025.
It focuses on investing in early-stage ventures of the country’s strategic emerging industries. To the best
knowledge of our Directors, each of Hainan Boyuan Qiji Investment Partnership Enterprise (Limited
Partnership), Liu Yao and the limited partners of Chengdu Chunlei is an Independent Third Party.
Ms. Zhang Naiye
Ms. Zhang Naiye is an Independent Third Party. Ms. Zhang has approximately 10 years of
investment experience, who focuses on investments in the consumer sectors.
PUBLIC FLOAT AND FREE FLOAT
Pursuant to Rule 19A.13A of the Listing Rules, assuming that the Over-Allotment Option is not
exercised, based on an Offer Price of HK$81.80 per Offer Share, our expected market value upon Listing
is HK$6,020,447,689, and the minimum prescribed public float percentage applicable to our Shares is
25%.
Upon the completion of the Global Offering (assuming the Over-Allotment Option is not exercised),
(i) the 34,493,443 H Shares to be converted from Unlisted Shares held by Dr. Ji, Chengdu Wenshao and
Suzhou Jishitang, representing 46.87% of our total issued Shares upon the Listing, will not be counted
towards the public float as such Shares are being held or controlled by the core connected persons of our
Company; and (ii) the 25,506,162 H Shares to be converted from Unlisted Shares held by our other existing
Shareholders, representing 34.66% of our total issued Shares upon the Listing, will be counted towards the
public float 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.
Therefore, immediately upon completion of the Global Offering (assuming the Over-Allotment
Option is not exercised) and the conversion of Unlisted Shares into H Shares, taking into account
13,600,000 H Shares to be issued pursuant to the Global Offering (assuming the Over-allotment Option
is not exercised), an aggregate of 39,106,162 H Shares, representing 53.13% of our total issued Shares
upon the Listing, will be counted towards the public float. Hence, our Company will be able to comply
with Rule 19A.13A(1) of the Listing Rules.
Rule 19A.13C(1) of the Listing Rules provides that the portion of H Shares 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.
Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing
Shareholders (including the Pre-IPO Investors) cannot dispose of any of the Shares held by them. As such,
the H Shares held by the existing Shareholders as of the date of this prospectus shall not be counted
towards the free float of the H Shares of our Company at the time of Listing. Based on the Offer Price
of HK$81.80 per Offer Share, our Company will comply with the free float requirement under Rule
19A.13C(1) of the Listing Rules at time of the Listing.
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Compliance with the Guide
On the bases that (i) the Listing Date, being the first day of trading of the Shares on the Stock
Exchange, will take place no earlier than 120 clear days after completion of the Pre-IPO Investments; and
(ii) the special rights granted to the Pre-IPO Investors have been terminated as disclosed in “—Special
Rights of the Pre-IPO Investors” above, the Sole Sponsor confirms that the Pre-IPO Investments are in
compliance with the guidance on pre-IPO investments in Chapter 4.2 of the Guide.
CORPORATE STRUCTURE IMMEDIATELY BEFORE THE COMPLETION OF THE GLOBAL
OFFERING
The following chart sets forth the corporate structure of our Group immediately before the
completion of the Global Offering:
Dr. Ji(2) Chengdu
Wenshao(2)
Suzhou
Jishitang(2)(3)
Jiangjin
Fund
(4)
Huaige
Ruixin(4)
Peikun
Jingrong(4)
13 other
Shareholders(5)
Our Controlling Shareholders
Huajin
Pharmaceutical Hefei Hualu
Our Company
(PRC)
100%
20.71% 33.29% 3.50% 7.08% 3.70% 2.70% 2.10% 12.76%
SDIC
Shanghai(4)
Junlian
Xinkang(4)
Chengyu
Tuanjiehu
Fund(4)
Junshi
Biosciences(4)
9.20% 2.96% 2.01%
Shanghai Zheye Chengdu
Yuanyuan
100% 100% 100%
Notes:
(1) Shareholding percentages may not add up to 100% due to rounding.
(2) Dr. Ji, Chengdu Wenshao and Suzhou Jishitang comprise a group of Controlling Shareholders. See “Relationship with
Our Controlling Shareholders” for further details.
(3) For the details of the background information of Suzhou Jishitang, see “—Employee Incentive Platforms” above.
(4) For the details of the background information of SDIC Shanghai, Junlian Xinkang, Jiangjin Fund, Chengyu Tuanjiehu
Fund, Huaige Ruixin, Junshi Biosciences and Peikun Jingrong, see “—Pre-IPO Investments—Information about the
Pre-IPO Investors” above.
(5) Such 13 other Shareholders include Ruiji Phase III, STAT Fund, Xiamen Jianfa, Ms. Zhang Naiye, Huike Fund, Ruiji
Phase X, Suzhou Fanmao, Chengdu Chunlei, Wuxi Runyuan, Huace Xinming, Baohe Linghang, Huaige Health and
Peikun Songfu, holding 1.72%, 1.58%, 1.46%, 1.46%, 1.11%, 1.11%, 1.01%, 0.83%, 0.74%, 0.74%, 0.74%, 0.17% and
0.08% of our total number of issued Shares as of the Latest Practicable Date, respectively. For details on the
background of these Shareholders, see “—Pre-IPO Investments—Information about the Pre-IPO Investors” above.
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CORPORATE STRUCTURE IMMEDIATELY AFTER THE COMPLETION OF THE GLOBAL
OFFERING
The following chart sets forth the corporate structure of our Group immediately after the completion
of the Global Offering (assuming the Over-allotment Option is not exercised):
Dr. Ji(1) Chengdu
Wenshao(1)
Suzhou
Jishitang(1)(2)
Jiangjin
Fund(3)
Huaige
Ruixin(3)
Peikun
Jingrong(3)
13 other
Shareholders(4)
Our Controlling Shareholders
Huajin
Pharmaceutical Hefei Hualu
Our Company
(PRC)
100%
16.88%
SDIC
Shanghai(3)
Junlian
Xinkang(3)
Chengyu
Tuanjiehu
Fund(3)
Junshi
Biosciences(3)
Shanghai Zheye Chengdu
Yuanyuan
100% 100% 100%
Other
holders Of
H Shares(5)
27.14% 2.85% 7.50% 5.77% 3.02% 2.42% 2.20% 1.71% 1.64% 10.40% 18.48%
Notes:
(1) to (4) Please refer to “—Corporate Structure Immediately Before the Completion of the Global Offering” above.
(5) Other holders of H Shares are the Shareholders subscribing for the Offer Shares.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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OVERVIEW
We are founded by a team of industrial experts dedicated to researching and developing therapies for
autoimmune, metabolic and oncology diseases. By identifying clinical needs and working backward from
desired outcomes, we strive to deliver improved treatment solutions.
We have built a development platform for small molecule drugs. On this platform, we combine in
silico and experimental drug design and screening, targeted and rapid drug-likeness evaluation, and
efficient CMC development and clinical research. Using this integrated approach, we have advanced
multiple drug candidates with significant differentiation across various therapeutic areas.
We have developed a strategically designed and differentiated pipeline. This includes three Core
Products, namely HJ787, a selective TYK2 inhibitor intended for the treatment of various skin disorders,
including atopic dermatitis (AD) and acne vulgaris (A V), in the autoimmune sector, HJ178, an orally
available agent acting on GLP-1 and GIP, intended for type 2 diabetes and potentially overweight or
obesity in the metabolic sector, and HJ891, an oral KRAS
G12C inhibitor intended for the treatment of
non-small-cell lung cancer (NSCLC) with KRAS G12C mutation that has progressed following first-line
standard therapies as monotherapy and non-squamous NSCLC with KRAS G12C mutation as first-line
combination therapy, in the oncology sector. Our pipeline also includes other drug candidates, including
our key drug candidate HJ197, a potent and selective FGFR4 inhibitor intended for hepatocellular
carcinoma (HCC), also a self-developed, small-molecule, NMPA Category 1 innovative therapy, and five
preclinical drug candidates: HJ356, a self-developed, small-molecule, NMPA Category 1 innovative
therapy and an Lp(a) inhibitor designed to reduce the risk of cardiovascular disease and atherosclerosis
and HJ093, a self-developed, small-molecule, NMPA Category 1 innovative therapy and a novel SMDC
consisting of a small molecule conjugation arm and a payload that targets the RAS/MAPK signaling
pathway. HJ199 is a self-developed, oral, small-molecule NMPA Category 1 innovative therapy that
functions as an inhibitor that acts on RAS in its active (“ON”) state. RAS is one of the most frequently
mutated oncogenes in human cancers, commonly found in lung, pancreatic, and colorectal malignancies.
HJ198 is a self-developed, oral, small-molecule NMPA Category 1 innovative therapy and a potent,
molecular glue inhibitor targeting KRAS
G12V variants. KRAS G12V is among the most frequent RAS
hotspot mutation categories. HJ086 is a self-developed, oral, small-molecule NMPA Category 1 innovative
therapy and interleukin-2-inducible T-cell kinase (ITK) inhibitor, and ITK is a T-cell Tec family kinase that
mediates TCR signaling, driving T cell development and Th2/Th9/Th17 responses, thereby controlling
pro-inflammatory cytokine expression.
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The following chart sets forth a summary of key information about our drug candidates as of the Latest Practicable Date:
Disease
Area
Disease
Area ProgramProgram
Modality
(Drug Category
under the Drug
Administration
Law)
Target/PathwayTarget/Pathway
Indication
(line of treatment
 and patient group)
Route of
Administration PreclinicalPreclinical IND
Approval Phase IPhase I Phase II
Pivotal
Phase II/
Phase III
Current
Key Regulatory
Authority
Current Status/Upcoming Milestone(7) Commercial
Rights Collaborators
Metabolism
HJ178
Type 2 diabetes
(adult)
Initiated Phase II in July 2025, complete the
trial in 1H 2027, initiate Phase III in 1H 2027,
complete the trial in 2H 2028;
submit IND to FDA in December 2026 Global
//
//
//
//
Overweight or obesity
(adult)
Submit IND to NMPA and
FDA in October 2026
HJ356
HJ086
Lp(a)
MonoMono
ComboCombo
Cardiovascular disease
and atherosclerosis
(adult)
Submit IND to NMPA and
FDA in 2H 2026 Global
Oncology
HJ891 KRASG12C
NSCLC with KRAS G12C
mutation that has progressed
following first-line
standard therapies (2L+)
(adult)
Initiated Phase IIb in June 2023,
complete the trial in August 2026,
submit NDA in 2H 2026
Global
Non-squamous
NSCLC with KRAS G12C
mutation (1L)
(Combo: toripalimab) (4)
(adult)
Initiated Phase Ib clinical trial in January 2024,
and complete Phase Ib in June 2026, initiate
Phase III in 2H 2026, complete the trial in
2H 2029; submit IND to FDA in 2H 2026
Global
Junze
ChuangyaoHJ197 FGFR4 FGFR4
Received approval for Phase III in
August 2023, initiate Phase III in July 2026,
complete the trial in 2H 2029
Global (Other than
Asian countries and
regions) (5)
HJ093
HJ199
HJ198
RAS-MAPKRAS-MAPK
Pan-RASPan-RAS
KRASG12VKRASG12V
Submit IND to the NMPA
in 2H 2026 Global
Submit IND to the NMPA
in 2H 2026 Global
Submit IND to the NMPA
in 1H 2027 Global
TYK2
ITK
mild-to-moderate
AV
(adult)
Initiated Phase IIa in February 2025,
complete the trial in May 2026, initiate
Phase IIb in 2H 2026, complete the trial in
1H 2027; submit IND to FDA in 2H 2026
Global
Small molecule
(Cat. 1 of
Chemical Drugs)
Topical
administration
Topical
administration
Topical
administration
Topical
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
Oral
administration
+
intravenous
injection
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs)
Small molecule
(Cat. 1 of
Chemical Drugs)
Initiated Phase II in September 2024,
complete the trial in September 2026, initiate
Phase III in 2H 2026, complete the trial in
1H 2028; submit IND to FDA in March 2027
Global
ND
(adult)
Ps
(adult)
AD
(adult)
ND
(adult)
Ps
(adult)
Initiated Phase II in August 2024 and
complete Phase II in 2H 2026;
initiate Phase III in 1H 2027,
complete the trial in 2H 2029
Obtained IND approval in April 2024
Obtained IND approval in June 2024
Obtained IND approval in June 2024
Obtained IND approval in June 2024
Global
Global
Global
Global
Global
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
(3)
Core Product
Key Product
Abbreviations: 1H = first half; 2H = second half; AD = Atopic dermatitis; AV= Acne vulgaris; Combo = combination therapy; FGFR-4  = Fibroblast growth factor receptor 4; GIP = Gastric inhibitory polypeptide; GLP-1 = Glucagon-like peptide-1; HCC: hepatocellular carcinoma; IND = investigational new drug application;
KRASG12C = Kirsten rat sarcoma viral oncogene homolog G12C; Lp(a) = Lipoprotein(a); MAPK: mitogen-activated protein kinase;
Mono = monotherapy; NSCLC = non-small cell lung cancer; ND = Neurodermatitis; RAS = Rat sarcoma; SMDC = Small molecule-drug conjugates; TYK2 = Tyrosine kinase 2
mild-to-moderate
AD
(adult)
GLP-1/GIP(2)
Solid tumors
(adult)
advanced
HCC (2L+)
(adult)
Solid tumors
(adult)
Solid tumors
(adult)
R&D
Autoimmune
HJ787(1)
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Self-developed
Lead Indication: the indication in the most advanced stage of clinical development
Small molecule
(Cat. 1 of
Chemical Drugs)
AD
(adult)
Oral
administration Self-developed NMPA Submit IND to NMPA in 2H 2027 Global
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Notes:
(1) We received IND approvals for HJ787 as both oral and topical treatments for AD, ND and Ps, and as topical treatment for A V . We plan to prioritize the de velopment of topical treatments
for AD and A V .
(2) HJ178 acts through multiple mechanisms. The use of HJ178 simultaneously increases GLP-1 secretion and reduces GIP secretion, thereby producing glucose-lowering effects and providing
weight-loss benefits.
(3) We commenced a single-arm pivotal Phase IIb clinical trial in June 2023 and expect to submit an NDA to the CDE in the second half of 2026. The CDE may req uire us to initiate a
confirmatory Phase III trial before granting conditional approval.
(4) We are developing HJ891 as a combination therapy with toripalimab (a PD-1 inhibitor) for non-squamous NSCLC with KRAS G12C mutation. Toripalimab (TUOYI ®) is PD-1 inhibitor
developed by Junshi Biosciences, which was approved for marketing in China in 2018 and approved as LOQTORZI ® in the United States in 2023. The Ind approval for HJ891 as
combination therapy covers only toripalimab developed by Junshi Biosciences. Combining HJ891 with any other approved PD-1 inhibitor will require p rior CDE approval. Junshi
Biosciences does not have any rights in HJ891, whether as monotherapy or combination therapy including any ownership, co-development rights, comme rcialization rights, profit-sharing
rights, or other economic interests in HJ891, As of the Latest Practicable Date, we had not entered into any supply arrangement for toripalimab in the U nited States. We plan to conduct
clinical trials of HJ891 combination therapy with toripalimab in the United States.
(5) In November 2020, we, our wholly owned subsidiary Shanghai Zheye entered into the HJ197 Agreement with Junshi Biosciences with respect to the join t development and
commercialization of HJ197 in the Collaboration Area (all Asian countries and regions). In June 2025, we, Shanghai Zheye, Junshi Biosciences and Jun ze Chuangyao entered into the HJ197
Novation Agreement (together with the HJ197 Agreement, the “ HJ197 Agreements ”). Pursuant to the HJ197 Agreements, Junze Chuangyao has the option to pay 50% of the actual expenses
incurred in Phase I, Phase II and Phase III clinical trials, thereby acquiring a 50% rights and interests in HJ197 in the Collaboration Area, subject to other provisions of the HJ197
Agreements. Other than the Collaboration Area, we hold all rights to HJ197 globally. Our Company is the sponsor for the existing and planned trials and shall be the Marketing Authorization
Holder (MAH) of HJ197. See “—Collaborations” in this prospectus for details.
(6) Except for the lead indications, the remaining indications represent indication expansions.
(7) We currently have no detailed U.S. clinical development plan for HJ787, HJ178, or HJ891 beyond submitting IND applications to the FDA. For HJ787, w e will first generate comprehensive
safety and efficacy data for the topical formulation before allocating resources to an oral formulation. We have no immediate clinical development p lans for HJ787 for the oral treatment
of moderate-to-severe AD and ND or the oral or topical treatment of Ps, and this decision is not related to any safety or efficacy concerns.
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We have established a comprehensive R&D system that covers drug design, in vivo and in vitro
activity evaluation, drug metabolism, synthesis, quality research, formulation development, and scale-up.
This complete capability allows us to effectively manage the entire drug development process, from
molecular selection to clinical trials, giving us distinct advantages and improved efficiency in drug R&D.
Our management and R&D team are led by our scientist-founder Dr. Ji Jianxin, who possesses
extensive industry experience and a strong track record in pharmaceutical research and development. Dr.
Ji founded our Company in 2017 and has over 20 years of experience in the pharmaceutical and
biotechnology sectors, having held senior roles since 2007. He served as executive vice president and
director of the Drug Research Institute at Chengdu Diao Pharmaceutical Group, and served as a doctoral
supervisor at Chengdu Institute of Biology of the Chinese Academy of Sciences. With a Ph.D. from the
Hong Kong Polytechnic University and a postdoctoral fellowship at Vanderbilt University, he has
published over 40 academic papers and is the inventor of nearly 30 patents, demonstrating his expertise
in the field.
We have gained recognition and support from renowned investors in the biotechnology industry, such
as SDIC Shanghai and Junlian Xinkang. Our collaboration with Junshi Biosciences has been highly
productive, with equity investment from them that has further strengthened our strategic partnership.
OUR STRENGTHS
We believe the following strengths have contributed to our success and differentiated us from our
competitors.
Discover and develop drug candidates through targeted innovation, leveraging a deep scientific
insight
We utilize a specialized end-to-end small molecule discovery and testing platform to identify drug
candidates by optimizing their distribution and selectivity in target tissues, enhancing efficacy while
minimizing toxicity.
HJ787—the only topical selective TYK2 inhibitor in clinical development in China as of the
Latest Practicable Date . Our Core Product, HJ787, is a tyrosine kinase 2 (TYK2) inhibitor. HJ787 offers
significant safety advantages, showing no common adverse reactions associated with PDE4 inhibitors and
pan-JAK inhibitors, which were observed in their respective clinical trials.
 Meaningful efficacy : In several inflammatory skin disease models, topical application of
HJ787 ointment significantly reduced disease signs and markedly decreased levels of IL-17,
IL-22, TNF- /H9251, and IFN- /H9253in both blood and skin tissue.
In our ongoing Phase II clinical trial for mild-to-moderate AD, HJ787 ointment showed
meaningful efficacy by week 8. In three dosage groups—A1 (0.5%, QD), A2 (3%, QD) and A3
(3%, BID), 25.0%, 30.0% and 62.5% of subjects achieved EASI-75, respectively.
 Good safety : In our Phase I trial, the PK study showed that HJ787 was minimally absorbed into
the bloodstream after single or multiple topical applications, suggesting its safety as a topical
treatment. In our Phase II clinical trial for mild-to-moderate AD, all TRAEs observed were
mild. Common side effects with pan-JAK inhibitors and PDE4 inhibitors such as headache,
nasopharyngitis, upper respiratory tract infection, burning or tingling on the application site,
were not observed in our trial.
HJ787’s selective TYK2 inhibition avoids the safety concerns and black box warnings
commonly associated with traditional pan-JAK inhibitors.
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HJ178—a small molecule with a mechanism that differs from those of existing multi-target
drugs . HJ178, one of our Core Products, is an orally available small-molecule intended for type 2 diabetes
and potentially overweight or obesity. Use of HJ178 simultaneously increases GLP-1 secretion and
reduces GIP secretion, producing glucose-lowering effects and providing weight-loss benefits. Compared
to existing injectable GLP-1 related therapies, which often lead to side effects such as nausea, vomiting,
and depression, our HJ178 can be used long-term to achieve safe blood sugar reduction, time in range
(TIR) improvement and weight loss without vomiting, or mental-related adverse reactions, making it a
potential treatment in the diabetes field.
 Meaningful efficacy . HJ178 has demonstrated significant postprandial blood sugar-lowering
effects, along with meaningful weight reduction, with overall efficacy superior to several
currently available therapies. In our completed Phase Ib/IIa clinical trial, repeated dosing of
HJ178 in patients with type 2 diabetes led to decreases in blood sugar from baseline by 3.18
mmol/L at 0.5 hours, 5.67 mmol/L at 1 hour, and 5.88 mmol/L at 2 hours after meals. In
contrast, patients in the placebo group exhibited increases in postprandial glucose by 1.25,
0.52, and 4.63 mmol/L at the same time points, respectively. In addition to blood sugar control,
HJ178 also contributed to weight loss. After a 28-day treatment, body weight reductions from
baseline in treatment groups (M1, M2 and M3) were 0.35 kg, 0.56 kg and 1.55 kg, respectively,
while the placebo group experienced a reduction of only 0.07 kg.
 Good safety and tolerability : In our Phase Ib/IIa clinical trial, HJ178 demonstrated a favorable
safety profile compared to commonly used anti-diabetic medications, such as semaglutide.
There were no TRAEs that led to dose discontinuation and no AEs that led to dose reduction.
We initiated a Phase II clinical trial in July 2025 in subjects with inadequate dietary and exercise
control to further evaluate HJ178’s efficacy in treating type 2 diabetes. We plan to initiate the Phase III
trial in the first half of 2027 and submit an NDA to the NMPA for the treatment of type 2 diabetes in the
second half of 2028. In parallel, we intend to submit an IND application to the FDA in December 2026
and October 2026 for the treatment of type 2 diabetes and overweight or obesity, respectively.
HJ891—one of the few KRAS
G12C inhibitors being developed for first-line treatment in
combination with immunotherapy . Our Core Product, HJ891, is a novel PK-profile improved KRAS G12C
inhibitor designed for the treatment of NSCLC with KRAS G12C mutation that has progressed following
first-line standard therapies. HJ891 showed significant changes in PK while demonstrating outstanding
efficacy and safety.
 Favorable lung-targeted PK enabling improved safety and efficacy . HJ891 has a unique
molecular design that allows it to accumulate preferentially in the lungs, leading to improved
safety and efficacy. This lung-targeted PK reduces exposure to the liver and kidneys, which
minimizes liver toxicity and allows for lower dosing.
 Meaningful efficacy . In our Phase I/IIa clinical trial, HJ891 achieved a confirmed ORR of
47.2% in patients who underwent at least one efficacy assessment in the 640 mg (recommended
dose for pivotal trial) QD group, demonstrating its efficacy in treating KRAS
G12C-mutant
NSCLC patients, while sotorasib showed an ORR of 36%. In our Phase Ib/III clinical trial,
where HJ891 was combined with toripalimab, it also showed meaningful efficacy. In the HJ891
640 mg QD combined with toripalimab 240 mg every three weeks (Q3W) treatment cohort, the
ORR was 77.8%, rising to an impressive ORR of 92.3% in those with a PD-L1 tumor
proportion score (TPS) of 50% or higher. These results suggest that HJ891 may offer improved
efficacy for patients with high PD-L1 expression.
 Good safety profile . HJ891 has demonstrated a good safety profile in clinical trials. In the
Phase I/IIa clinical trial of HJ891 as monotherapy, the incidence of grade 3 or higher TRAEs
was 13.5%, significantly lower than those reported for approved products: sotorasib (33%),
adagrasib (44.8%), fulzerasib (41.4%), garsorasib (50%), and glecirasib (38.7%), and
sosimerasib (40.0%). In the Phase Ib/III clinical trial, the combination of HJ891 and
toripalimab showed an acceptable safety profile, with grade 3 or higher TRAEs occurring in
43.2% of patients.
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We have initiated a single-arm, open-label Phase IIb clinical study of HJ891 as a monotherapy
targeting KRAS G12C mutated NSCLC. We expect to submit an NDA in the second half of 2026.
For the treatment of non-squamous NSCLC with KRAS G12C mutation as combination therapy with
toripalimab as a first-line treatment, we plan to initiate Phase III clinical trial in the second half of 2026
and submit an IND application to the FDA in the second half of 2026.
HJ197—one of the most advanced FGFR4 inhibitors in China in terms of clinical development
stage as of the Latest Practicable Date . Our key drug candidates, HJ197, is a potent and selective
inhibitor of fibroblast growth factor receptor 4 (FGFR4). We are developing HJ197 as a monotherapy for
the treatment of HCC. Currently, there are no FGFR4 inhibitors approved globally.
 Superior enzymatic inhibitory potency and selectivity . HJ197 demonstrated superior
enzymatic inhibitory potency and selectivity against FGFR4 compared to fisogatinib. HJ197
inhibits FGFR4 kinase activity with an IC
50 of less than 1 nM, which is more potent than
fisogatinib (IC 50: 5 nM). HJ197 shows substantially weaker inhibition against FGFR1, FGFR2
and FGFR3, with IC 50 values approximately 1,500 fold higher than its FGFR4 IC 50, compared
to approximately 120 to 440 fold for fisogatinib, indicating greater FGFR4 selectivity for
HJ197.
 Favorable tissue distribution profile . In a study assessing tissue concentrations following oral
administration in rats, HJ197 showed the highest exposure in the liver, approximately twice
that of plasma, followed by adrenal glands and stomach, where the exposure levels were
comparable to plasma. Exposure in other tissues, including the small intestine, lungs, and
kidneys, was lower than in plasma. These results demonstrate that HJ197 tends to concentrate
in the liver, a key target organ in HCC, which may contribute to its improved efficacy and
safety in clinical settings.
 Improved efficacy . In our Phase I/IIa clinical trial, HJ197 demonstrated significantly improved
efficacy compared to fisogatinib. In the 300 mg/day dose cohort, HJ197 achieved an ORR of
30% in the target HCC population. fisogatinib reported an ORR of 17% in a target population.
 Favorable safety profile . In a 7-day subacute toxicity study, HJ197 showed no apparent
toxicity at doses up to 500 mg. In contrast, fisogatinib induced AEs such as diarrhea and body
weight loss at 100 mg. HJ197 demonstrated a onset dose of 5 mg/kg, compared with 15 mg/kg
for fisogatinib. These data suggest HJ197 has a broader therapeutic index, supporting its
potential for safer and more effective dosing in clinical use.
HJ197 is leading in terms of clinical progress in China, according to CIC. We have received approval
from the CDE to initiate the Phase III clinical trial, and plan to start such trial in July 2026.
Focus on broad and rapidly growing fields in autoimmune, metabolic and oncology diseases.
We focus our resources on addressing significant clinical needs by developing a pipeline targeting
prevalent diseases in autoimmune, metabolic and oncology sectors.
 Autoimmune sector .
o Disease and market: AD is a common skin condition both in China and globally. It causes
dry, itchy, and inflamed skin, often beginning in young children. AD presents as a
long-term issue with flare-ups that require more intensive treatment. AD lowers patients’
quality of life and can also lead to psychological problems. About 98% of AD cases are
classified as mild to moderate, with more than 50% of patients being young children and
adolescents who are particularly sensitive. Since AD can be chronic and may require
long-term treatment, there is a critical need for safe and effective topical formulations in
the market.
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o Current treatments: Existing treatments for AD include both topical and systemic
medications, each with its own set of disadvantages and limitations. Topical treatments,
such as corticosteroids and JAK inhibitors, can lead to various side effects, including skin
thinning, redness, and irritation, which may deter patients from continuing their use.
Systemic treatments, including corticosteroids, traditional immunosuppressants, and
biologics, come with their own set of significant risks. Common side effects include
increased susceptibility to infections, weight gain, and the potential for long-term health
complications such as diabetes or hypertension.
o HJ787: Compared to other topical medications, TYK2 inhibitors not only achieve better
efficacy but also significantly enhance safety. This potentially broadens the patient
population that can benefit from effective AD management without compromising safety.
Further, by offering near-zero systemic exposure and being free from hormone
dependency, TYK2 inhibitors provide a lifelong safe treatment option for patients,
improving their quality of life and adherence to therapy.
 Metabolic sector .
o Disease and market: Diabetes is a condition characterized by elevated blood sugar levels.
Type 2 diabetes is a major chronic disease that requires ongoing medical attention and
long-term or even lifetime management.
o Current treatments: Previous glucose-lowering medications, such as insulin and
sulfonylureas, aimed to lower HbA1c and two-hour post-meal blood sugar, but they could
not effectively control blood sugar fluctuations. Injectable GLP-1 related therapies are
effective in lowering blood sugar levels and reducing the risk of cardiovascular and other
diabetes-related complications. However, patients often experience side effects such as
nausea, vomiting, and depressive symptoms, which can significantly impact their quality
of life and adherence to treatment. Furthermore, the convenience of administration and
the high cost of these medications can be barriers for many patients, leading to difficulties
in maintaining long-term use.
o HJ178: HJ178 has demonstrated a rapid blood sugar-lowering effect and improvement in
TIR. It can be used long-term to safely lower blood sugar and promote weight loss
without causing vomiting or mental-related side effects. In addition, being an oral
treatment, HJ178 addresses the administration challenges associated with injections,
making it more accessible and easier for patients to incorporate into their daily routines.
These advantages position HJ178 as a potential treatment in diabetes care.
 Oncology sector .
o Disease and market: NSCLC encompasses any type of epithelial lung cancer other than
SCLC, accounting for 85% of lung cancers. KRAS mutations represent the prevalent
oncogenic driver in NSCLC, detected in approximately 21.2% of cases globally.
Specifically, KRAS
G12C mutation is the most frequent, found in approximately 10% to
13% of patients with advanced, non-squamous NSCLC globally.
o Current treatments. Treatment strategies for KRAS G12C mutated NSCLC vary depending
on factors such as the patient’s overall health, disease stage and specific treatment
preferences. For Chinese patients opting for first-line chemotherapy, the ORR ranges
from 25.5% to 26.5% and for those choosing immunotherapy, the ORR ranges from
11.1% to 40.9%, according to CIC. These figures highlight the limitations of current
treatment methods.
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o HJ891. HJ891 is a novel compound based on modifications of similar molecules,
demonstrating significant changes in PK while demonstrating outstanding efficacy and
safety. Given its strong safety profile, we are also developing HJ891 for treating
non-squamous NSCLC with KRAS
G12C mutation as combination therapy (as a first-line
treatment). This positions it as one of the few KRAS G12C inhibitors being developed for
first-line treatment in combination with immunotherapy. By addressing both efficacy and
safety, HJ891 has the potential to improve patient outcomes significantly and address an
important medical need.
Integrated R&D capabilities driven by clinical demand
We believe the ability to swiftly adapt R&D efforts to meet clinical demand is crucial for success.
Our commitment to integrating innovative solutions into every stage of drug development enables us to
respond effectively to the evolving needs of healthcare providers and patients alike.
 Integrated and efficient R&D process. We have established a comprehensive R&D system that
covers drug design, in vivo and in vitro activity evaluation, drug metabolism, synthesis, quality
research, formulation development, and scale-up. This complete capability allows us to
effectively manage the entire drug development process, from molecular selection to clinical
trials, giving us unique advantages and efficiency in drug R&D.
 Clinical-need-driven R&D. There remain substantial clinical needs across autoimmune
diseases, metabolic disorders and oncology. In inflammatory skin diseases, non-irritating
therapies that can repair the skin barrier are limited. For diabetes and overweight/obesity, there
is a need for convenient oral treatments suitable for long-term use without severe
gastrointestinal or neuropsychiatric side effects. In oncology, many biomarker-driven tumors,
such as those associated with RAS mutations and FGFR4 alterations, still lack approved
targeted therapies. Identifying and addressing these clinical needs forms the foundation and
core driving force of our R&D strategy.
 Leading quality control. Our quality control system is in the industry, characterized by
inspection speeds and control measures. This meticulous approach not only ensures the
integrity of our R&D efforts but also provides a solid foundation for regulatory approvals and
market success.
 Rich experience in clinical advancement. Our team has extensive experience in clinical
advancement, managing every aspect from strategic discussions to project initiation and site
monitoring. We foster strong communication and collaboration with multiple clinical centers
and principal investigators nationwide, ensuring smooth patient enrollment and supporting the
efficient clinical progression of our drug candidates. This network enhances our ability to
navigate the complexities of clinical trials, ultimately accelerating the path to market.
 IP protection. We prioritize the protection of intellectual property and R&D outcomes,
achieving comprehensive patent coverage for our Core Products and other drug candidates in
our pipeline. As of the Latest Practicable Date, we held 29 issued patents, including 12 patents
in China and 17 patents overseas. As of the same date, we had 30 patent applications including
4 patent applications in China, 20 patent applications overseas and 6 PCT applications. As of
the same date, we also own 1 registered trademark in Hong Kong and four trademark
applications in Chinese Mainland are currently under examination. This robust IP strategy not
only safeguards our innovations but also strengthens our competitive position in the industry,
allowing us to maximize the value of our research investments.
Advanced drug development technology platforms
We have built a development platform for small molecule drugs, covering the entire process from
drug design, efficient synthesis, screening and evaluation, pharmacological studies, and comprehensive
CMC research to clinical strategy and operations as well as translational medicine. Through an integrated
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approach combining in silico and experimental drug design and screening, targeted and rapid drug-
likeness evaluation, and efficient CMC development and clinical research, we have advanced multiple
drug candidates with significant differentiation.
Our approach to differentiated small molecule development is guided by core principles such as
precise biological mechanisms and tissue-specific distribution. In particular, by adopting a tissue
distribution-oriented design strategy, we are able to enhance drug enrichment at disease sites while
potentially reducing exposure in non-target tissues, thereby improving efficacy and lowering potential
toxicity. Supported by our deep understanding of structure-activity relationships and mechanisms of
action, together with our proactive design capabilities, we are well-positioned to achieve differentiation
in a competitive landscape and to lay a solid foundation for the development of therapies with greater
clinical value and commercial potential.
We have advanced a pipeline of small molecule drug candidates across multiple therapeutic areas,
including HJ787, HJ891 and HJ197. These pipeline candidates not only outperform competing drugs in
terms of activity, but also demonstrate favorable tissue distribution characteristics.
To further strengthen our differentiation, we have developed the Tissue-Specific Distribution-
Intelligent Analytics System (TSD-IAS). TSD-IAS extracts hundreds of structural and physicochemical
features from each molecule, integrates them with tissue-distribution datasets, and applies AI models to
learn how new molecules will distribute across key organs. These models could predict how new
molecules will distribute across key organs, helping us discover tissue-targeted drugs more efficiently. In
addition, to advance the development of XDCs, we have established a novel payload platform based on
our proprietary molecular glue technology. These platforms strengthen our differentiated drug design
capabilities and improve therapeutic targeting, ultimately enabling us to deliver more effective and safer
treatment options for patients. By integrating advanced technology with scientific research, we are driving
the development of therapies to address significant medical needs.
Established deep collaborations to validate our innovative potential and commercial value
We aim to expand our market presence by forming strategic collaborations with reputable
pharmaceutical companies. In November 2020, our Company, along with its subsidiary Shanghai Zheye,
entered into a technology license and collaboration agreement with Junshi Biosciences with respect to the
joint development and commercialization of HJ197 in all Asian countries and regions. Additionally, during
the same month, we signed another agreement, granting Junshi Biosciences exclusive rights to HJ191 (a
small-molecule irreversible covalent KRAS
G12C inhibitor with a wholly new structure for the treatment of
patients with KRAS G12C-mutated NSCLC) in all Asian countries and regions. While HJ191 and HJ891
address similar targets, early data indicates each has distinct strengths. Advancing the research and
development of both would demand significant financial and human resources. After a comprehensive
assessment, we chose to out-license HJ191 to maximize its value with a partner and to concentrate internal
resources on HJ891. This strategy is designed to maximize portfolio value while reducing our overall R&D
risk and cash flow pressure. See “—Collaborations” below for details.
Beyond HJ197 and HJ191, we are actively seeking partners for several preclinical products, aiming
to complete R&D at lower costs and with higher efficiency to accelerate the path to commercialization for
these promising therapies.
Further, we have signed a cooperation agreement with the People’s Government of Jiangjin District,
Chongqing (the “ Jiangjin Government ”) in 2023. Under this agreement, we are granted an option to use
part of the plant to be built by the Jiangjin Government in an industrial park located in Jiangjin District.
See “—Manufacturing and Control—Manufacturing Facility” for details.
These strategic collaborations and agreements not only validate our innovative potential but also
enhance our commercial viability in the competitive biotechnology landscape. By leveraging partnerships
with established industry players and local governments, we are poised to accelerate our development
efforts and bring therapies to market more rapidly.
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Led by a scientist-founder, our team combines practical experience with innovation capabilities, with
support from renowned investors
Led by our scientist-founder Dr. Ji Jianxin, our management and R&D team has extensive industry
experience and a strong track record in pharmaceutical research and development.
 Dr. Ji has over 20 years of experience in the pharmaceutical industry. Dr. Ji founded our
Company in 2017 and has served as a member of the CAS Venture Capital Investment
Decision-making Committee for the three years since then. He returned to China in 2007 as an
outstanding talent of the “Hundred Talents Program” of the Chinese Academy of Sciences and
served as a doctoral supervisor at the Chengdu Institute of Biology of the Chinese Academy of
Sciences. He has held various positions, including executive vice president and director of the
Drug Research Institute at Chengdu Diao Pharmaceutical Group. Dr. Ji holds a Ph.D. from the
Hong Kong Polytechnic University and completed a postdoctoral fellowship in molecular
pharmacology at Vanderbilt University in the United States. He has published over 40 academic
papers in journals such as PNAS and JACS, and is the inventor of nearly 30 domestic and
international patents. He was recognized as a leading talent expert in the national “Ten
Thousand Talents Program” in 2016.
 Our R&D team consists of members with diverse and complementary backgrounds, covering
preclinical research, clinical research, and production operations. Through close collaboration
and teamwork, we have formed a dedicated and stable team that provides a solid foundation for
ongoing innovation.
o Dr. Guo Na, our head of research and development, has expertise in both preclinical and
clinical research and possesses extensive project management experience. She is one of
the few experts who can integrate biological research, pharmaceutical research, and
clinical studies. She is skilled in promoting clinical research through translational
medicine and coordinating internal development with external resources. Before joining
us in 2018, she served as the head of the chemical innovation drug research department
at a large pharmaceutical group.
o Dr. Du Fengtian, our deputy director of R&D, has rich experience in drug discovery,
CMC research, and preclinical studies. He excels in drug design and deeply understands
the relationship between drug structure and function, efficiently organizing various
aspects of preclinical research, including pharmacodynamics, PK, and safety evaluation.
He has led or participated in multiple Class I new drug development and registration
projects.
o Mr. Yang Xiangyu, our chief operating officer, has a deep understanding of drug
development and excels at coordinating communication and integration across multiple
departments, including medicinal chemistry, raw materials, and formulation. He is skilled
in drug manufacturing and has led teams to complete multiple project process
developments and production transfers. He holds a master’s degree in medicinal
chemistry from the University of Chinese Academy of Sciences.
o Experienced external advisors: medicinal chemist Dr. He Yun, biologist Dr. Liu Xifu, and
regulatory review expert Dr. Du Xin, all with long-standing experience and outstanding
contributions in the pharmaceutical industry and international regulatory review, have
served as our advisors and have provided valuable guidance across multiple stages of
drug development.
 Our financial director, Ms. Zhang, holds a master’s degree in economics. She brings experience
from Deloitte Touche Tohmatsu Certified Public Accountants LLP, where she served as senior
auditor and conducted financial audits for several listed companies and oversaw initial public
offering processes. Her expertise spans the pharmaceutical, manufacturing, real estate and
service industries.
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We have gained recognition and support from renowned investors in the biotechnology industry, such
as SDIC Shanghai and Junlian Xinkang. Our collaboration with Junshi Biosciences has been highly
productive, with equity investment from them that has further strengthened our strategic partnership.
OUR STRATEGIES
Accelerate clinical development for rapid product commercialization
We plan to rapidly advancing the clinical development of our drug candidates to expedite their
commercialization. Our strategy focuses on efficiently designing and implementing clinical trials for our
existing pipeline, aiming to minimize the time required to bring products to market. By leveraging a large
patient population and addressing significant medical needs, we will prioritize clinical development in
China to quickly commercialize our candidate drugs. With the clinical evidence gathered in China, we will
strategically proceed with future product development and clinical trials in the United States.
HJ787
 AD: We are currently conducting a Phase II clinical trial in patients with mild-to-moderate AD and
expect to complete this trial in September 2026. We plan to initiate a Phase III clinical trial in
patients with mild-to-moderate AD in China in the second half of 2026, and submit an NDA to the
NMPA in the first half of 2028. We also plan to submit an IND application for the AD indication to
the FDA in March 2027.
 AV: We plan to initiate a Phase IIb clinical trial to evaluate the efficacy and safety of HJ787 in
patients with A V in the second half of 2026. We also plan to submit an IND application for the A V
indication to the FDA in the second half of 2026.
HJ178
 Type 2 diabetes : We initiated a Phase II clinical trial in July 2025 and expect to complete this trial
in the first half of 2027. We plan to initiate the Phase III trial in the first half of 2027, and submit
an NDA to the NMPA for the treatment of type 2 diabetes in the second half of 2028. We intend to
submit an IND application to the FDA in December 2026 for the treatment of type 2 diabetes.
 Overweight or obesity : We also intend to submit an IND application to the NMPA and the FDA in
October 2026.
HJ891
 Monotherapy : We plan to complete the single-arm pivotal Phase IIb clinical trial in August 2026 and
submit an NDA in the second half of 2026.
 Combination with PD-1 : We aim to complete the Phase Ib clinical trial in combination with
toripalimab in June 2026 and thereafter initiate a Phase III trial in the second half of 2026.
HJ197
 HCC: We received an approval from the NMPA for commencing a Phase III clinical trial to evaluate
the safety and tolerability of HJ197 in patients with advanced HCC and plan to initiate this trial in
July 2026.
 Solid tumors : In addition, we also plan to submit an IND application for solid tumors to the NMPA
in the first half of 2027.
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Other drug candidates
 We plan to submit an IND application to the NMPA and the FDA for HJ356 in the second half of
2026. We plan to submit IND applications to the NMPA for HJ093 and HJ199 in the second half of
2026, for HJ198 in the first half of 2027 and for HJ086 in the second half of 2027.
Continuously strengthen R&D capabilities and accelerate preclinical product development
We remain committed to advancing our drug development efforts in the critical fields of
autoimmune, metabolic and oncology diseases. To effectively prioritize these areas, we will assess market
demand, potential therapeutic impact, and our existing expertise. This strategic approach will enable us to
allocate resources efficiently and align our goals with our preferences and market dynamics.
To support our R&D initiatives, we are focused on recruiting and retaining top talent to form a
multidisciplinary R&D team. This team will encompass various disciplines, including medicinal
chemistry, pharmacology, biostatistics and clinical research. We are committed to enhancing professional
skills training and providing practical opportunities, ensuring continuous improvement in the overall
quality and effectiveness of our R&D efforts.
Moreover, we will maintain collaborations with external technical consultants. Our collaboration
involves regular consultations, joint workshops, and integration of their expert opinions into our
preclinical R&D processes, fostering an environment of knowledge sharing and innovation. We also aim
to strengthen partnerships with principal investigators (PIs) and key opinion leaders (KOLs) within both
clinical and basic research. By gaining firsthand clinical insights through these collaborations, we can
better inform our research initiatives and effectively address clinical needs in overlooked disease areas.
Establish manufacturing and commercialization capabilities to prepare for product launches
Through our cooperation agreement with the Jiangjin Government, we have been granted an option
to use part of the plant to be built by the Jiangjin Government in an industrial park located in Jiangjin
District. We believe this arrangement offers us the flexibility to establish our own production facility,
tailored to the development and commercialization timelines of our drug candidates. See “Manufacturing
and Control—Manufacturing Facility” for details.
We are also actively seeking optimal opportunities in economically vibrant regions, such as the
Yangtze River Delta, Greater Bay Area, and Chengdu-Chongqing area. These regions present significant
potential for diversifying our operations and continually meeting the demands for future product launches
and commercialization.
Based on the progress and timeline of our product launches, we are gradually building our
commercialization team, and will expand this team as our drug candidates near commercialization,
ensuring effective outreach and support for our product launches.
Explore external collaboration opportunities to maximize the commercial value of our drug
candidates
We are committed to enhancing the commercial potential of our drug candidates through strategic
external collaborations. While our primary focus remains on the research and development of our Core
Products towards successful commercialization by ourselves, we also plan to establish partnerships with
leading industry players. By doing so, we seek to identify and pursue opportunities for other drug
candidates that align with our vision. In addition, we seek to collaborate with top-tier universities and
research institutions domestically. Such partnerships will enable us to leverage advanced research and
development capabilities, fostering the creation of innovative technologies and novel drug candidates.
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We recognize the importance of staying attuned to the latest clinical needs and market trends. Our
team will continuously monitor global developments to identify opportunities for introducing new drug
candidates that can complement and enhance our existing pipeline. This initiative is closely related to our
collaboration efforts with industry leaders, as we aim to create synergies that drive mutual growth. To
effectively expand our global footprint, we will implement a globalization strategy that focuses on
identifying and seizing international market opportunities. We will prioritize the timely preparation and
submission of NDAs for our drug candidates in the United States. This approach will not only streamline
our entry into the U.S. market but also enhance our credibility and reputation within the global
pharmaceutical landscape. Finally, we are focused on maintaining our leadership in drug development
technology. To achieve this, we will pursue acquisitions or investments in innovative technologies that
align with our strategic goals.
OUR DRUG CANDIDATES
Our Core Products
HJ787
HJ787 is a tyrosine kinase 2 (TYK2) inhibitor. It acts on the JAK-STAT signaling pathway by
specifically binding to the regulatory structural domain JH2 of the TYK2 protein, inhibiting the activity
of TYK2 and thereby suppressing the downstream signaling of multiple pro-inflammatory cytokines such
as IL-12, IL-23, IL-17, IL-22, IFN- /H9253, and TNF- /H9251. These inflammatory cytokines are involved in
inflammatory and immune responses and have been implicated as important contributors to chronic
inflammation, a hallmark of many autoimmune and inflammatory skin diseases, such as AD and A V .
Compared to non-selective pan-JAK inhibitors, HJ787, which selectively targets TYK2, offers a
safer profile with less systemic exposure and a low risk of hematologic or immunosuppressive
complications. To date, clinical trials of HJ787 have not reported adverse reactions commonly associated
with PDE4 inhibitors and pan-JAK inhibitors, such as headache, nasopharyngitis, upper respiratory tract
infection, burning or tingling on the application site. This selectivity makes HJ787 a promising strategy
for the long-term treatment of inflammatory skin disorders, and positions HJ787 as a potential topical
treatment capable of providing strong anti-inflammatory effects while minimizing systemic toxicity.
HJ787 demonstrated a favorable tissue distribution profile, particularly in skin, and robust
suppression of pro-inflammatory mediators in our preclinical studies, supporting its dual formulation
strategy for both oral and topical administration. We received IND approvals for HJ787 as both oral and
topical treatments for AD, ND and psoriasis (Ps), and as a topical treatment for A V . We plan to prioritize
the development of topical treatments for mild-to-moderate AD and A V because (a) AD and A V are highly
prevalent with clear needs for safer, more effective treatments. A topical ointment delivers drug directly
to skin lesions with higher local exposure and lower systemic exposure, matching the clinical profile
needed for these conditions; (b) our current R&D resources (personnel, clinical operations capacity, and
funding) limit the number of large, concurrent clinical programs we can run without risking quality or
timelines, so focusing on the indications with the strongest product fit and highest need improves the
chance of timely, successful development. In parallel, we will advance the oral tablet indications (ND, AD
and Ps) on a staged timeline aligned with available resources and data readouts.
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The table below summarizes IND approvals received for HJ787, the corresponding indications and
clinical trials conducted and the basis for progressing to the next phase of clinical trials:
Indication
Month IND
Approval
Received Clinical Trials
Basis for Progressing to the Next Phase of
Clinical Trials
Topical treatment for
ND /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
September 2023  Initiated a Phase I clinical
trial (registration number:
CTR20233611) in
November 2023 and
completed the trial in July
2024
 Initiated a Phase II
clinical trial (registration
number: CTR20242526) in
August 2024, and expect
to complete the trial in the
second half of 2026
The IND approval explicitly authorizes both Phase I
and Phase II clinical trials for HJ787 ointment. It
stipulates that, prior to initiating a Phase III trial,
communication with the CDE regarding the
clinical protocol is required. Apart from this, no
additional communications are necessary to
conduct clinical trials for the approved indication.
Prior to initiating the Phase II clinical trial, the
Company submitted the Phase II trial design
(including key Phase I results), the ethics
committee’s approval of the Phase II protocol and
informed consent form to the CDE in July 2024,
and these materials have been published on the
CDE Clinical Trial Platform since July 2024.
Topical treatment for
mild-to-moderate
AD
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
April 2024 Initiated a Phase II clinical
trial (registration number:
CTR20242529) in
September 2024 and expect
to complete the trial in
September 2026
According to CIC, if a Phase I trial has already
been completed for a drug and demonstrates an
acceptable safety profile and tolerability in
humans, its findings can generally be applied to
additional indications for the same product. Phase
I studies primarily assess safety, dosage, and PK
rather than efficacy in a specific disease, so
repeating a full Phase I for every new indication
is usually unnecessary. Regulatory agencies
typically allow sponsors to proceed directly to
later-phase trials (e.g., Phase II) for additional
indications when the initial Phase I data
adequately characterize human safety and
systemic exposure for the intended route and
formulation. As the Company has completed a
Phase I trial for the ND indication, it is not
required to conduct another Phase I trial for the
AD and A V indications.
Further, prior to initiating a Phase II clinical trial
for HJ787 ointment for AD in September 2024,
the Company submitted the Phase II trial design
(including key Phase I results for ND), the ethics
committee’s approval of the Phase II protocol and
informed consent form to the CDE in July 2024,
and these materials have been published on the
CDE Clinical Trial Platform since July 2024.
Topical treatment for
Ps /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
April 2024 To be determined IND and trial protocol approvals have been
obtained. Trial start date to be determined.
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Indication
Month IND
Approval
Received Clinical Trials
Basis for Progressing to the Next Phase of
Clinical Trials
Topical treatment for
mild-to-moderate
AV
(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 2024 Initiated a Phase IIa clinical
trial (registration number:
CTR20250633) in February
2025 and completed the trial
in May 2026
(1)
See above. Further, prior to initiating a Phase IIa
clinical trial for HJ787 ointment for A V in
February 2025, the Company submitted the Phase
IIa trial design (including key Phase I results),
the ethics committee’s approval of the Phase IIa
protocol and informed consent form to the CDE
in February 2025 and these materials have been
published on the CDE Clinical Trial Platform
since February 2025.
Oral treatment for AD /H1118June 2024 To be determined IND and trial protocol approvals have been
obtained. Trial start date to be determined
Oral treatment for ND /H1118June 2024 To be determined IND and trial protocol approvals have been
obtained. Trial start date to be determined
Oral treatment for Ps /H1118June 2024 To be determined IND and trial protocol approvals have been
obtained. Trial start date to be determined
Notes: 1. This is a separate and standalone clinical trial from the planned Phase IIb trial with differentiated endpoints, objectives
and patient cohorts. The Phase IIa trial is an open-label, single-arm study investigating the safety and efficacy profile
of HJ787 ointment for the treatment of A V . The Phase IIb trial of HJ787 ointment will be a multi-dose,
placebo-controlled trial evaluating the safety and efficacy of different doses of HJ787 and comparing them with
placebo. The Phase IIa trial served as a preliminary exploratory study conducted prior to a conventional Phase II trial,
while the planned Phase IIb study will be a conventional Phase II trial. The results from the Phase IIb trial will support
advancing HJ787 ointment for A V into a Phase III trial. No additional Phase II trials will be conducted.
Following the completion of the Phase I clinical trial for ND, which demonstrated that HJ787 is safe, we could have
either proceeded to a conventional Phase II clinical trial for A V or adopted a sequential approach comprising a Phase
IIa clinical trial followed by a Phase IIb clinical trial, both of which are permitted under the applicable regulatory
framework. Both approaches are scientifically acceptable. We chose to conduct the Phase IIa clinical trial first in order
to better understand the efficacy characteristics of HJ787 in A V patients, which would inform the design of the
subsequent Phase IIb clinical trial, and to reduce development risk by confirming efficacy signals in a smaller study
before committing to the larger, more resource-intensive Phase IIb clinical trial.
2. AD is classified as mild (SCORAD 0-24), moderate (SCORAD 25-50), or severe (SCORAD >50) according to the
Chinese Guidelines for Diagnosis and Treatment of Atopic Dermatitis (2020 Edition).
3. A V is classified as mild (comedones only), moderate (papules and pustules), or severe (cysts and nodules) according
to the Chinese Acne Treatment Guidelines (2019 Revised Edition) and the Primary Care Guidelines for Acne Vulgaris
(2023).
Mechanism of Action
The JAK family comprises four isoforms JAK1, JAK2, JAK3 and TYK2, and mediates cytokine-
driven signal transduction through the JAK-STAT pathway, which plays a critical role in immune
regulation, as well as cell proliferation, differentiation and apoptosis. JAK proteins contain JH1 (a highly
conserved catalytic kinase domain) and JH2 (a pseudokinase regulatory domain), both of which are
essential for their biological function.
Because the JH1 domain is highly conserved across all JAK isoforms, JAK inhibitors that target the
JH1 domain generally lack isoform selectivity. As JAK1, JAK2 and JAK3 are broadly involved in essential
physiological functions, including hematopoiesis, non-selective JAK inhibition is often associated with
AEs such as cardiovascular events and increased infection risk, which has resulted in boxed warnings for
this class of therapies.
In contrast, TYK2 primarily regulates immune-related signaling pathways. Selective binding of a
small-molecule inhibitor to the TYK2 JH2 regulatory domain induces a conformational change that
prevents ATP binding at the JH1 catalytic domain, thereby maintaining TYK2 in an inactive state and
blocking downstream inflammatory signal transmission. This regulatory mechanism enables selective
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inhibition of TYK2 without affecting JAK1, JAK2 or JAK3. HJ787 is a selective TYK2 inhibitor that
targets the JH2 domain of TYK2 and does not inhibit other JAK family members. As a result, HJ787 is
designed to preserve therapeutic efficacy in immune-mediated diseases while avoiding the cardiovascular
and infection-related risks associated with non-selective JAK inhibition.
IL-12 is essential for the growth and differentiation of Th1 cells, which produce pro-inflammatory
cytokines such as TNF- /H9251and IFN- /H9253. IL-23 regulates the growth and survival of Th17 cells, which secrete
IL-17. Th1 and Th17 cells are implicated in the pathogenesis of multiple autoimmune and inflammatory
skin diseases, including AD, ND and A V . By selectively inhibiting TYK2, HJ787 suppresses Th1 and Th17
cell differentiation and downstream inflammatory cytokine production, thereby providing a targeted
therapeutic approach for the treatment of inflammatory skin diseases, including ND, AD, A V and Ps.
The following diagram illustrates the mechanism of action of HJ787:
AD
AD is a widespread skin condition in China and globally. It causes dry, itchy, and inflamed skin and
often starts in young children. AD is a chronic, relapsing condition characterized by flare-ups that require
more intensive treatment. These symptoms can lower patients’ quality of life and lead to psychological
problems.
Market Opportunity and Competition
According to CIC, the AD drug market in China increased from RMB5.1 billion in 2020 to RMB15.3
billion in 2025, at a CAGR of 24.6%, and is estimated to grow rapidly to reach RMB27.2 billion in 2030,
at a CAGR of 12.2% from 2025 to 2030. According to CIC, AD is highly prevalent, affecting
approximately 15-20% of children and 6-10% of adults worldwide. According to CIC, in 2025, mild,
moderate and severe AD accounted for approximately 18%, 56% and 26% of the AD drug market in China,
respectively.
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Current treatments for AD include both topical medications, such as topical corticosteroids and
topical calcineurin inhibitors, and systemic medications, such as oral antihistamines, systemic
immunosuppressants, and systemic corticosteroids, each with its own set of disadvantages and limitations.
 Topical Medications. Topical treatments, such as corticosteroids and JAK inhibitors, are
commonly used to manage AD. However, they can lead to various side effects, including skin
thinning, redness, and irritation, which may deter patients from continuing their use.
Additionally, these medications can be insufficient for more severe cases, necessitating more
aggressive systemic treatments.
 Systemic Medications: Systemic treatments, including corticosteroids, traditional
immunosuppressants, and biologics, come with their own set of significant risks. Common side
effects include increased susceptibility to infections, weight gain, and the potential for
long-term health complications such as diabetes or hypertension. Patients on these medications
often require regular monitoring to manage these risks, which can be burdensome and lead to
frequent medical visits. Moreover, some systemic treatments may take time to exhibit effects,
prolonging periods of discomfort and impacting the patients’ quality of life.
Overall, while a variety of treatment options exist for AD, both conventional topical and systemic
medications have limitations that can affect patient adherence and treatment efficacy. Ongoing research
aims to develop safer and more effective therapies to better address these challenges.
In China, about 73% of AD cases are mild (SCORAD 0-24), roughly 25% are moderate (SCORAD
25-50) and around 2% are severe (SCORAD > 50). Over half of the patients were infants, children,
adolescents, or elderly, indicating a wide age distribution and significant disease burden. Given that AD
is a condition may require long-term treatment, there is a critical need for topical formulations that offer
excellent safety and efficacy. Such formulations are essential in the AD drug market, as they can provide
effective relief while minimizing the risk of adverse effects, thereby encouraging patient adherence to
treatment. For current treatments of mild-to-moderate AD, clinical studies have shown that ISGA
success—defined as achieving an ISGA score of clear (0) or almost clear (1) with at least a two-grade
improvement from baseline—was achieved in 32.8% versus 25.4% of patients and 31.4% versus 18.0% of
patients in the crisaborole group compared with the placebo group, respectively, across different studies.
Compared to other topical medications, TYK2 inhibitors not only achieve better efficacy but also
significantly enhance safety as demonstrated in clinical trials. This potentially broadens the patient
population that can benefit from effective AD management without compromising safety. Further, by
offering near-zero systemic exposure and being free from hormone dependency, TYK2 inhibitors can
provide a lifelong safe treatment option for patients, improving their quality of life and adherence to
therapy. As a selective TYK2 inhibitor, HJ787 is designed to modulate key inflammatory pathways
implicated in AD while avoiding broader JAK pathway inhibition, thereby offering a potentially improved
safety profile. In a Phase II study in adults with mild-to-moderate AD, topical HJ787 ointment (3%, BID)
achieved an EASI-75 response rate of 62.5% and an IGA treatment success rate of 50.0% at week 8,
demonstrating rapid and clinically meaningful efficacy comparable to systemic agents, while reflecting its
localized MoA. All treatment-related AEs were Grade 1, with no serious TRAEs reported, supporting a
favorable tolerability profile. While larger-scale clinical trials are required to further validate efficacy and
safety, HJ787’s selective TYK2 inhibition, topical administration and balanced efficacy-safety profile
position it as a differentiated therapeutic option within the evolving AD treatment landscape. HJ787
ointment is primarily suitable for the treatment of mild-to-moderate AD. In patients with severe AD, the
presence of extensive skin lesions may reduce the practicality and convenience of topical administration,
which may limit its applicability in this patient population.
As of the Latest Practicable Date, no topical TYK2 inhibitor had been approved for marketing. See
“Industry Overview—The TYK2 Drug Market” in this prospectus for details.
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Our Advantages
 Topical TYK2 inhibitor. HJ787 ointment is a topical TYK2 inhibitor and was the only topical
selective TYK2 inhibitor in clinical development in China as of the Latest Practicable Date,
according to CIC. In biochemical tests, HJ787 showed very low inhibitory activity against the JH1
kinase domains of the JAK family, with IC
50 values exceeding 10,000 nM for JAK1 and JAK2, and
3,758 nM for JAK3. These results indicate that HJ787 has minimal impact on the catalytic domains
of JAK1, JAK2 and JAK3, highlighting its high selectivity and reducing the risk of off-target effects
often seen with broader JAK inhibition.
 Favorable tissue distribution profile with topical administration. Comparative transdermal
penetration studies in nude mice further demonstrated that the intradermal retention of HJ787
ointment was 2.3 times higher than that of BMS-986165 (deucravacitinib, the first FDA-approved
oral TYK2 inhibitor), highlighting the compound’s superior skin permeability and retention
characteristics. In a study involving a single dose of HJ787 ointment (at 8.1 mg/kg) applied to Bama
miniature pigs, drug concentrations were consistent in both male and female skin tissues, with the
highest levels found in the skin itself. HJ787 concentrations in all sampled skin tissues were
significantly higher than those in whole blood. Additionally, HJ787 levels in the skin, subcutaneous
tissue, and muscle remained stable for up to 72 hours after application, indicating lasting absorption
through the skin.
 Meaningful efficacy. HJ787 ointment has demonstrated promising therapeutic efficacy in patients
with AD, particularly in high-dose groups, where clinical outcomes were comparable to or better
than those reported for commonly used PDE4 inhibitors and pan-JAK inhibitors. Preliminary results
from our Phase II clinical trial indicated robust efficacy based on multiple standardized endpoints at
week 8 and were not derived from head-to-head or non-inferiority comparisons:
Drug
Patients achieving
EASI-75 score, %
Patients achieving
IGA-TS, %*
Patients achieving
NRS4, % &
Roflumilast Cream (PDE4) /H1118/H1118/H1118Integument-1: 43.2%
Integument-2: 42.0%
Integument-1: 32.0%
Integument-2: 28.9%
/
Crisaborole Ointment (PDE4) /H1118/ AD-301: 32.8%
AD-302: 31.4%
/
Ruxolitinib Cream
(JAK1/2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
INCB 18424-303:
➢ 0.75% Ruxolitinib
Cream: 56.0%
➢ 1.5% Ruxolitinib
Cream: 62.1%
INCB 18424-304:
➢ 0.75% Ruxolitinib
Cream: 51.5%
➢ 1.5% Ruxolitinib
Cream: 61.8%
INCB 18424-303:
➢ 0.75% Ruxolitinib
Cream: 50.0%
➢ 1.5% Ruxolitinib
Cream: 53.8%
INCB 18424-304:
➢ 0.75% Ruxolitinib
Cream: 39.0%
➢ 1.5% Ruxolitinib
Cream: 51.3%
INCB 18424-303:
➢ 0.75% Ruxolitinib
Cream: 40.4%
➢ 1.5% Ruxolitinib
Cream: 52.2%
INCB 18424-304:
➢ 0.75% Ruxolitinib
Cream: 42.7%
➢ 1.5% Ruxolitinib
Cream: 50.7%
HJ787 Ointment # /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183% (BID) HJ787
Ointment: 62.5%
3% (BID) HJ787
Ointment: 50.0%
3% (BID) HJ787
Ointment: 62.5%
Notes:
* Achieving IGA treatment success (IGA-TS), deﬁned as a score of 0 or 1 with /H113502-grade improvement from baseline.
& Achieving NRS4, deﬁned as a /H113504-point reduction in itch numerical rating scale score from baseline.
# In the HJ787 trial, 3% (BID) cohort containing 25% of the subjects receiving placebo is still masked.
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➢ Eczema Area and Severity Index (EASI) score: in the three dosage groups, A1 (0.5%, QD), A2
(3%, QD) and A3 (3%, BID), the proportions of subjects achieving EASI-75 were 25.0%,
30.0% and 62.5%, respectively;
➢ Investigator’s Global Assessment (IGA) score: in the three dosage groups, A1 (0.5%, QD) , A2
(3%, QD) and A3 (3%, BID), the proportion of subjects achieving a reduction of 2 points or
more in the IGA score, reaching scores of 0 or 1, were 8.3%, 30.0% and 50.0%, respectively;
and
➢ Numerical Rating Scale (NRS) score: in the three dosage groups, A1 (0.5%, QD) , A2 (3%, QD)
and A3 (3%, BID), the proportions of subjects achieving a reduction of 4 points or more in NRS
(itching) score were 25.0%, 40.0% and 62.5%, respectively.
 Good safety profile. HJ787 demonstrated a good safety profile in our preclinical and clinical trials.
In our Phase I trial, the PK study showed that HJ787 was minimally absorbed into the bloodstream
after single or multiple topical administrations, suggesting its safety as a topical treatment. In our
Phase II trial, all TRAEs observed were mild and there were no SAEs or AEs that caused subject
withdrawal. Common side effects with pan-JAK inhibitors and PDE4 inhibitors such as headache,
nasopharyngitis, upper respiratory tract infection, burning or tingling on the application site, were
not observed in this trial. These results were not derived from head-to-head or non-inferiority
comparisons.
Drug Data source Patients Common AEs Safety summary
Ruxolitinib /H1118/H1118/H1118/H1118/H1118
2 Phase III trials
(TRuE-AD1 and
TRuE-AD2)*
age /H1135012 years,
diagnosis of AD
for /H113502 years
Safety during the 8-week: 0.75% and 1.5% ruxolitinib cream: Most
common AEs (Occurring in /H113501% of patients): Upper respiratory tract
infection (1.4%, 2.4%), Nasopharyngitis (3.0%, 2.6%), Headache (0.8%,
2.2%); The most common treatment-related AE was application site
burning sensation (0.6%, 0.8%). Boxed Warning:
severe Infection,
death, Malignant
lesions, major
cardiovascular
AEs (MACE) and
Thrombus
Long-Term Safety of the 52-week period: 0.75% and 1.5% ruxolitinib
cream: Most common AEs (Occurring in /H113505% of patients): Upper
respiratory tract infection (16.3%, 15.8%), Nasopharyngitis (7.6%, 7.9%),
Influenza (5.4%, 6.1%), Pharyngitis (5.4%, 4.4%)
Phase III
(TRuE-AD3)*
children aged 2 to
11 years with an
AD diagnosis for
/H113503 months
0.75% and 1.5% ruxolitinib cream: Most common AEs (Occurring in /H113505%
of patients): Upper respiratory tract infection (5.2%, 8.5%) and
Nasopharyngitis (1.5%, 6.2%)
Crisaborole
Ointment, 2% /H1118/H1118/H1118
2 Phase III trials (AD-
301, AD-302)*
aged 2 years or
older and have a
clinical diagnosis
of AD
The treatment-related AEs was application site pain (4.4%), defined by
updated MedDRA guidelines as stinging and/or burning.
The medication
may be
discontinued due
to pain at the
application site. It
is suitable for
infants but its
efficacy may be
insufficient.
Phase III
(CrisADeCONTROL)*
aged /H113503 months
with mild-to-
moderate AD
The TEAEs that occurred in /H113502% of the crisaborole-treated patients during
the 52-week double-blind maintenance period was upper respiratory tract
infection (3%), influenza (2.2%), skin abrasion (2.2%), coronavirus
disease 2019 (COVID-19) (3.7%), and headache (2.2%). None were
considered treatment related.
Frequent TEAEs (occurring in /H113502% of patients) were AD (2.4%) and
application site infection (2.4%)
Phase III
(CrisADeCLEAR,
CHINA)*
aged /H113502 with
mild-to-moderate
AD
Most common AEs (Occurring in /H113505% of patients): Application site
discoloration (5.1%), Application site pain (17.8%), Infections (18.5%),
Upper respiratory tract infection (5.7%)
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Drug Data source Patients Common AEs Safety summary
Tapinarof
cream 1% /H1118/H1118/H1118/H1118
2 pivotal Phase III
(ADORING1 and
ADORING2)*
aged /H113502 with
mild-to-moderate
AD
Most common AEs (Occurring in /H113505% of patients): Folliculitis (8.1%,
8.1%), Headache (7.0%, 1.5%) and Nasopharyngitis (4.8%, 1.5%); AEs of
special interest: Contact dermatitis (1.5%, 1.1%), Follicular event (10%,
8.9%) and Headache (7.0%, 1.5%)
There were
problems with
folliculitis in the
initial stage of
use48-week Phase III
open-label extension
trial (ADORING3)*
aged /H113502 with
mild-to-moderate
AD
Most common AEs: Folliculitis (12.1%), Nasopharyngitis (6.9%) and
Upper respiratory tract infection (6.9%)
AEs of special interest: Follicular event (14.0%), Contact dermatitis
(0.4%) and Headache (3.7%)
Tacrolimus
Ointment /H1118/H1118/H1118/H1118/H1118
12-week phase III trial
Adults with mild-
to-moderate AD
0.03% and 0.1% Tacrolimus Ointment: Most common AEs (Occurring in
/H113505% of patients): Skin burning sensation (46%, 58%), pruritus (46%,
46%), Influenza-like symptoms (23%, 31%), Allergy (12%, 6%), Skin
erythema (25%, 28%), Headache (20%, 19%), Skin infection (12%, 5%),
bronchial asthma (6%, 4%), Urticaria (3%, 6%), acne (4%, 7%)
Caused local
symptoms, as
skin burning
sensation (heat
sensation,
stinging, pain) or
pruritus
Children with
mild-to-moderate
AD
0.03% Tacrolimus: Most common AEs (Occurring in /H113505% of patients):
Skin burning sensation (43%), pruritus (41%), Influenza-like symptoms
(28%), Skin erythema (12%), Headache (5%), Skin infection (10%), fever
(21%), Infection (7%), cough (18%), bronchial asthma (6%), tympanitis
(6%), sinusitis (8%)
3-year open label trial
Adults with mild-
to-moderate AD
Most common AEs (Occurring in /H113505% of patients): Skin burning sensation
(28%), pruritus (25%), Influenza-like symptoms (22%), Allergy (9%), Skin
erythema (12%), Headache (13%), Skin infection (9%), Infection (6%)
Children with
mild-to-moderate
AD
Most common AEs (Occurring in /H113505% of patients): Skin burning sensation
(20%), pruritus (19%), Influenza-like symptoms (34%), Allergy (13%),
Skin erythema (7%), Headache (9%), Skin infection (16%), fever (14%),
bronchial asthma (13%), pharyngitis (12%), tympanitis (11%), sinusitis
(7%)
HJ787 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Phase II
Adults aged 18 to
65 with mild-to-
moderate AD
hyperlipidemia (2.3%), Blood triglycerides increased (2.3%), Blood
cholesterol increased (2.3%), Folliculitis (2.3%), Application site pruritus
(6.8%)
All treatment-
related AEs were
grade 1
Source: Literature review
Note:
* Represent clinical trial code.
HJ787 offers a differentiated safety and efficacy profile among topical therapies, achieving superior
clinical outcomes with minimal systemic exposure. Its selective TYK2 inhibition minimizes the safety
concerns and avoids black box warnings commonly associated with traditional pan-JAK inhibitors,
enabling safe use in adults aged 18 to 65. With no steroid dependence and near-zero systemic absorption,
HJ787 provides a well-tolerated, long-term treatment option for chronic inflammatory skin conditions,
making it a promising candidate for lifelong use without age or safety limitations.
Summary of Clinical Trials
Ongoing Phase II Clinical Trial
We initiated a Phase II clinical trial evaluating the efficacy and safety of HJ787 in patients with
mild-to-moderate AD in adults in September 2024, and the trial is expected to be completed in September
2026.
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Trial design. This trial is a multi-center, randomized, double-blind, placebo-controlled clinical study
with multiple dosing to evaluate the efficacy and safety of HJ787 ointment in patients with mild-to-
moderate AD. Subjects were randomized using stratified randomization based on baseline Investigator
Global Assessment (IGA) score (2 or 3).
The primary endpoint is the proportion of patients achieving a 75% reduction from baseline in the
Eczema Area and Severity Index (EASI-75) and an IGA score of 0 or 1 with at least a 2-point improvement
from baseline at week 8. The secondary endpoints include other efficacy measures (EASI-50, EASI-90,
changes in EASI score and Body Surface Area (BSA)), patient-reported outcomes (pruritus Numerical
Rating Scale, Dermatology Life Quality Index and Patient-Oriented Eczema Measure), PK, biomarker
assessments (IL-12, IL-17, TNF- /H9251and IFN- /H9253), and the incidence and severity of AE and SAE. We plan
to enroll a total of 108 eligible subjects (male or female between 18 and 65 years of age), who will be
randomly assigned to one of three groups: Group A1 (0.5% of HJ787 ointment (or corresponding placebo),
applied once daily) (0.5% HJ787 ointment/corresponding placebo, QD), Group A2 (3% HJ787
ointment/corresponding placebo, QD), or Group A3 (3% HJ787 ointment/corresponding placebo, BID),
with 36 subjects in each group. Within each group, subjects were randomized in a 3:1 ratio to receive
either HJ787 ointment or placebo for a treatment duration of 12 weeks.
This trial enrolled adult patients with mild-to-moderate AD. We are evaluating efficacy and safety
in adults first, with pediatric and adolescent patients planned for inclusion in the Phase III trial.
A total of 108 subjects are planned to be enrolled, including 81 in the treatment group and 27 in the
placebo group. The treatment group was divided into three dose levels with 27 patients per dose. For an
exploratory study, this sample size was considered adequate to assess both efficacy and safety. The
treatment duration was 12 weeks, which is appropriate as AD patients typically show significant changes
compared with baseline after two to three months of effective topical treatment.
Trial status. The study is currently ongoing. As of the Latest Practicable Date, we had enrolled 106
subjects for the treatment of mild to moderate AD. For details of the preliminary efficacy results of our
ongoing Phase II clinical trial, see “—Our advantages—Meaningful efficacy” in this prospectus for
details.
Phase I Clinical Trial
We initiated a Phase I clinical trial in November 2023 to assess the safety and tolerability of single
and multiple topical applications of HJ787 ointment in healthy subjects pursuant to the IND approval
obtained for ND in September 2023.
Trial design. This clinical trial was a randomized, double-blind, placebo-controlled, single-center
study designed to evaluate the safety, tolerability, and PK of single and multiple topical applications of
HJ787 ointment in healthy subjects. The study consisted of two parts: a single ascending dose (SAD) phase
and a multiple ascending dose (MAD) phase. The SAD phase included four dose cohorts ranging from
0.5% to 3% HJ787 ointment or placebo, with each cohort enrolling ten participants (eight receiving HJ787,
two receiving placebo), equally split between males and females. The MAD phase included three
ascending dose cohorts of 3% HJ787 ointment or placebo, following the same subject allocation. The
primary objective was to assess the safety and tolerability of single and multiple topical applications of
HJ787 ointment in healthy volunteers, while the secondary objective was to characterize the PK profile
of HJ787 ointment following administration.
Trial status. The trial was completed in July 2024. A total of 72 healthy subjects were enrolled with
70 participants completed dosing, including 56 in the HJ787 treatment group and 14 in the placebo group.
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Safety profile. In both the SAD and MAD phases of the study, HJ787 demonstrated a favorable safety
and tolerability profile. In the SAD phase, no serious TEAEs or TRAEs, no Grade 3 or higher TEAEs or
TRAEs (as per CTCAE), and no AEs leading to dose interruption, permanent discontinuation, death, or
study withdrawal were reported. All reported AEs were mild. Similarly, in the MAD phase, there were no
reports of serious TEAEs or TRAEs, and no events resulting in permanent discontinuation of HJ787, death,
or study withdrawal.
Conclusion. Across all four SAD cohorts and three MAD cohorts, no serious TEAEs or TRAEs were
reported, and no AEs led to dose interruption, permanent discontinuation, death, or withdrawal from the
study. No Grade 3 or higher TEAEs or TRAEs occurred in the SAD cohorts, and only one Grade 3 or
higher TRAE (incidence: 4.2%) was observed in the HJ787 group during the MAD phase, which was lower
than that in the placebo group (14.3%). Overall, HJ787 demonstrated a favorable safety profile with both
single and multiple dosing regimens.
AV
A V is a chronic inflammatory disorder that affects the hair and oil glands, often lasting a long time.
It commonly starts during adolescence, triggered by Cutibacterium acnes, a type of bacteria, and
influenced by levels of dehydroepiandrosterone in the body. While acne is not life-threatening, it can cause
scarring, irritation, and significant psychological effects. The introduction of new medications aimed at
more effectively managing inflammation, excessive oil production, and microbial imbalance is anticipated
to transform the current treatment paradigm. In China, approximately 68%, 26% and 6% of patients were
classified as having mild, moderate and severe A V , respectively.
Market Opportunity and Competition
According to CIC, the prevalence of A V in China increased from 118.3 million in 2020 to 122.1
million in 2025 and is anticipated to reach 127.2 million in 2030. The A V drug market in China increased
from RMB3.8 billion in 2020 to RMB5.3 billion in 2025, at a CAGR of 6.8% and is estimated to grow
to reach RMB6.7 billion in 2030, at a CAGR of 4.9% from 2025 to 2030. The market remains anchored
in traditional, non-specific therapies such as antibiotics and retinoids, options constrained by limited
efficacy, mounting antibiotic resistance and poor safety profile, which keeps the market relatively stable
yet underserved. Looking ahead, momentum is expected to shift as novel mechanisms (notably TYK2
inhibitors), improved topical formulations with advanced delivery systems, and rising disease awareness
and diagnosis rates begin to reshape treatment patterns.
A V primarily affects adolescents, and the condition is often associated with compromised skin
barriers. Traditional treatments frequently have side effects such as skin irritation, dryness, peeling,
stinging, burning sensations, lesions, and itching. These adverse effects can lead to poor adherence and
reduced treatment efficacy.
 Topical treatments. Frequently used topical medications consist of retinoids (such as adapalene
and tazarotene), antibiotics (such as fusidic acid and clindamycin), antioxidants (benzoyl
peroxide), and other agents including azelaic acid, dapsone, selenium sulfide, sulfur, and
salicylic acid. Additionally, physical and chemical treatments (such as photodynamic therapy,
blue-red light therapy, laser treatments, and chemical peels) serve as adjunctive or alternative
options for managing A V and its sequelae.
 Systemic treatments. Common systemic treatments for A V include antibiotics (such as
doxycycline and minocycline), retinoids (isotretinoin), and hormonal therapies (including
anti-androgens and corticosteroids). These medications aim to reduce inflammation, control
bacteria, and normalize skin cell turnover.
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Traditional A V therapies primarily focus on antibacterial effects, sebum control, or keratinization
regulation. In contrast, TYK2 represents a novel inflammatory target that modulates immune pathways to
control inflammation, offering a markedly different mechanism of action. Several approved pan-JAK
inhibitors have been associated with new-onset A V or worsening of existing A V (acneiform eruptions) as
AEs in both clinical trials and product labeling. Distinct from those agents, TYK2 is among the new targets
for A V treatment, demonstrating potential advantages in both efficacy and tolerability.
Given the sensitive nature of acne-prone skin, there is a significant clinical need in the treatment
landscape. Key inflammatory pathways involving Th17 cells and cytokines such as IL-17, IFN- /H9253, TNF- /H9251,
IL-22, and IL-12 play crucial roles in acne pathogenesis. TYK2 inhibitors can suppress IL-23/Th17 and
IL-12/Th1 signaling pathways, leading to downregulation of inflammatory cytokines like IL-17, TNF- /H9251,
IFN- /H9253, and IL-22. This mechanism presents promising therapeutic potential for TYK2 inhibitors in A V
treatment, offering a novel approach to managing the condition while addressing the underlying
inflammatory processes.
For A V treatment, existing topical and systemic therapies demonstrate established efficacy but are
associated with clear limitations. Retinoids such as adapalene achieve approximately 40–52% lesion
reduction at week 12, but are mainly effective in mild disease and are commonly associated with local
irritation and photosensitivity. Hormonal therapies (e.g. drospirenone plus ethinylestradiol) show lesion
reduction of approximately 67% after six treatment cycles, but their use is restricted to specific female
populations and may be associated with hormone-related AEs. Antibiotics and antimicrobials such as
benzoyl peroxide achieve median lesion reductions of approximately 62–67% at week 12; however, their
efficacy on non-inflammatory lesions is limited, and continuous use is often required, with local skin
irritation being common.
HJ787, as a selective TYK2 inhibitor formulated for topical use, is designed to modulate
inflammatory signaling while minimizing off-target effects associated with broader JAK inhibition. In a
Phase IIa study, HJ787 demonstrated reductions of 42.3% in non-inflammatory lesions and 43.5% in
inflammatory lesions at week 12, together with potential benefits in improving skin dullness and restoring
the skin barrier. Importantly, no treatment-related AEs, treatment interruptions or discontinuations were
reported, and no local irritation was observed. These data suggest that, compared with existing standard
of care, HJ787 may offer a differentiated balance of clinically meaningful efficacy across both
inflammatory and non-inflammatory lesions with a favorable safety and tolerability profile, supporting its
potential positioning as a novel anti-inflammatory topical therapy in A V . HJ787 ointment has been
evaluated in clinical trials involving a limited number of patients with A V . Additional studies in larger
patient populations may be needed to further substantiate its efficacy and safety in A V .
Our Advantages
 Meaningful efficacy. HJ787, the first new mechanism for A V treatment in the recent five years, is
a selective TYK2 inhibitor. Several JAK inhibitors (e.g., ruxolitinib, abrocitinib, baricitinib,
upadacitinib) have been associated with new-onset A V or worsening of existing A V (acneiform
eruptions) as AEs. By contrast, HJ787 has demonstrated promising therapeutic effects in both
preclinical and clinical studies for the treatment of A V . In animal models induced by Cutibacterium
acnes and oleic acid, once-daily topical application of 3% HJ787 significantly alleviated
inflammation and improved acne-like symptoms. By day 7, reductions in scaling were superior to
those observed with benzoyl peroxide gel, and by day 14, notable improvements were seen in
keratinization, redness, and shedding. In our ongoing Phase IIa clinical trial in A V patients, HJ787
showed meaningful efficacy. At week 12, subjects experienced a 42.3% reduction in non-
inflammatory lesions and a 43.5% reduction in inflammatory lesions from baseline. Additionally,
some participants showed improvement in skin dullness and restoration of the skin barrier.
 Favorable safety and tolerability profile. In our Phase IIa study in A V patients, no TRAEs were
reported, and no AEs led to treatment interruption or study discontinuation. With minimal local
irritation and suitability for sensitive skin, HJ787 holds strong potential as a long-term, well-
tolerated treatment alternative for acne management.
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As of the Latest Practicable Date, other than HJ787, there were no clinical-stage drug candidates that
target TYK2 for treating A V in China, according to CIC.
Summary of Clinical Trials
Phase I Clinical Trial
We received an IND approval of HJ787 from the NMPA in September 2023. We initiated a Phase I
clinical trial in November 2023 and completed this trial in July 2024. See “—Our Core
Products—HJ787—Summary of Clinical Trials—Phase I Clinical Trial” in this prospectus for details.
Phase IIa Clinical Trial
We initiated a Phase IIa clinical trial to evaluate the efficacy and safety of HJ787 in patients with
mild-to-moderate A V in February 2025, which was completed in May 2026.
Trial design. This clinical study is a multi-center open-label Phase IIa clinical study conducted in
China to evaluate the efficacy and safety of HJ787 topical ointment in patients with mild-to-moderate A V .
We plan to enroll a total of 30 eligible subjects who will be randomized into two treatment cohorts (A1
and A2), with 15 subjects in each group. Participants applied 3% HJ787 ointment twice daily (with a
minimum 8-hour interval between applications) over a 12-week treatment period. In the A1 cohort, the
study drug was applied to the entire facial area, while in the A2 cohort, application was limited to acne
lesions. The primary objective of the study is to assess the therapeutic efficacy of HJ787 in treating mild
to moderate A V , while the secondary objective is to evaluate its safety profile. Eligible participants were
between 18 and 35 years of age and had a clinical diagnosis of mild to moderate A V , with /H1135015 facial
lesions at both screening and baseline. The trial duration was 12 weeks, consistent with the typical
timeframe in which effective therapy leads to noticeable improvement compared with baseline in A V
patients.
Trial status. The study was completed in May 2026.
Safety results. HJ787 demonstrated a favorable safety and tolerability profile. No TRAEs were
reported in the trial.
Efficacy results. The trial was completed. In the A1 group (3%, bid, full-face application), all
subjects completed 12 weeks of treatment. Compared with baseline, non-inflammatory lesion counts
decreased by 42.3% and inflammatory lesion counts decreased by 43.5%. In addition, improvements were
observed in skin dullness and skin barrier repair in certain subjects.
Summary of Preclinical Studies
We conducted a series of preclinical studies in order to characterize the PD, PK and toxicology
profile of HJ787. HJ787 has demonstrated significant inhibitory activity against TYK2 JH2 pseudokinase
with an IC
50 value of less than 0.1 nM in our in vitro study. HJ787 also showed high selectivity by
targeting the JH2 domain and had limited inhibitory effect on the JH1 domain of TYK2 in our in vitro
study.
HJ787 demonstrated inhibitory activity against TYK2 JH2 pseudokinase with an IC 50 of less than 0.1
nM, representing greater potency compared to the positive control BMS-986165 (deucravacitinib, the first
FDA-approved oral TYK2 inhibitor), which had an IC
50 of greater than 1.5 nM.
HJ787 exhibited minimal inhibitory activity against the JH1 kinase domains of the JAK family, with
IC50 values of >10,000 nM for JAK1, JAK2, and TYK2, and 3,758 nM for JAK3, indicating that HJ787
does not significantly inhibit the catalytic domains of JAK1, JAK2, JAK3, or TYK2.
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Assay ID Compound ID IC 50 (nM)
JAK1 (JH1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tofacitinib 28.0
HJ787 >10000
JAK2 (JH1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tofacitinib 131.4
HJ787 >10000
JAK3 (JH1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tofacitinib 2.011
HJ787 3758
TYK2 (JH1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tofacitinib 36.91
HJ787 >10000
TYK2 (JH2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HJ787 0.09
Neurodermatitis
Neurodermatitis (ND) is a common, chronic inflammatory skin disorder driven in part by abnormal
skin nerve interactions and a persistent itch-scratch cycle. Repeated scratching leads to thickened,
lichenified plaques with pronounced skin markings. Lesions most frequently appear on the neck, elbows,
ankles, vulva, eyelids and face. Although the condition is not life threatening, its chronic, relapsing nature
and visible skin changes can cause significant physical discomfort and psychosocial burden, including
sleep disturbance, anxiety and reduced quality of life. Lesion distribution and disease extent serve as the
primary criteria for classifying ND. In China, approximately 18%, 63% and 19% of ND patients had
single-lesion, multiple-lesion and generalized disease, respectively.
Market Opportunity and Current Treatment
In China, the affected population has grown from approximately 159.8 million in 2020 to 164.9
million in 2025, and is projected to reach about 167.8 million by 2030. This large and growing patient
population represents a meaningful public health and commercial opportunity for more effective and better
tolerated therapies.
Topical steroid creams are the main treatment for ND, with strength chosen for the affected area; non
steroid ointments (like tacrolimus), moisturizers, and itch relief creams are added as needed, antihistamine
pills can ease itching, and stronger oral drugs are only used for severe or treatment resistant cases because
of side effects. ND represents a high burden, high prevalence condition with an established standard of
care but clear gaps in long term disease control and tolerability, creating an opportunity for improved
topical therapies.
As of the Latest Practicable Date, no TYK2 inhibitors had been approved for the treatment of ND
in China. The treatments of ND include corticosteroids, and anti-inflammatory therapies, with a targeting
patient group reaching 164.9 million in China in 2025. As of the Latest Practicable Date, there are two
approved drugs for ND in China and two approved drugs globally.
In the current ND treatment landscape, corticosteroids such as mometasone and methylprednisolone
acetate demonstrate rapid and high rates of symptom improvement (approximately 70% at four weeks for
topical mometasone and over 90% with intralesional methylprednisolone acetate in combination
regimens). However, their therapeutic effect is largely symptomatic, without addressing the underlying
inflammatory and itch-scratch cycle, which limits their suitability for long-term maintenance. Prolonged
or repeated use is further constrained by safety considerations, including AEs and cumulative steroid-
related risks. Non-steroidal anti-inflammatory therapies such as etofesalamide ointment offer a more
favorable local safety profile, but are characterized by a slower onset of action and are generally limited
to mild disease or maintenance therapy, with efficacy typically building over several weeks. In contrast,
HJ787, as a selective TYK2 inhibitor, offers a differentiated therapeutic approach in ND, an area where
treatment options are currently limited and largely rely on topical corticosteroids. HJ787 ointment has the
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potential to provide a non-steroidal and well-tolerated treatment alternative for ND. However, the
pathophysiology of ND is complex, and the clinical efficacy of HJ787 ointment in this indication requires
further investigation. Additional clinical studies will be necessary to fully evaluate and validate its
therapeutic benefit in ND.
Summary of Clinical Trials
Phase I Clinical Trial
We received an IND approval of HJ787 from the NMPA in September 2023. We initiated a Phase I
clinical trial in November 2023 and completed this trial in July 2024. See “—Our Core
Products—HJ787—Summary of Clinical Trials—Phase I Clinical Trial” in this prospectus for details.
Ongoing Phase II Clinical Trial
We initiated the Phase II clinical trial in August 2024 to evaluate the efficacy and safety of HJ787
in treating patients with ND. The trial is currently ongoing.
Trial design. This is a randomized, double-blind, placebo-controlled, multicenter clinical study
designed to evaluate the efficacy and safety of HJ787 ointment in patients with ND. The primary objective
of the study will be to assess the efficacy of HJ787 ointment applied topically in patients with ND.
Secondary objectives will include evaluating improvement of target lesions after applying HJ787
ointment, characterizing PK and PD properties, and assessing overall safety and tolerability.
Eligible patients will be those with ND whose affected skin areas (excluding scalp lesions but
including facial lesions) will cover no more than 15% of body surface area (BSA) and whose lesions will
be suitable for topical treatment. A total of 108 eligible subjects will be randomized to one of three dose
groups: N1 (0.5% HJ787 ointment/matching 0.5% placebo, applied once each morning), N2 (3% HJ787
ointment/matching 3% placebo, applied once each morning), or N3 (3% HJ787 ointment/matching 3%
placebo, applied twice daily—morning and evening—approximately 12±4 hours apart). Each dose group
will include 36 subjects. Within each dose group, subjects will be randomized 3:1 to receive HJ787
ointment or the matching placebo, and treatment will continue for 12 weeks.
Trial status. The trial is currently ongoing. As of the Latest Practicable Date, we had enrolled 49
subjects.
Material Communications With Competent Authorities
In July 2023, we submitted an IND application to the NMPA for conducting a clinical trial of HJ787
for the treatment of patients with ND in China, which was approved by the NMPA in September 2023.
The application materials submitted to the NMPA and the corresponding IND approval encompassed
both Phase I and Phase II clinical trials for HJ787 ointment, and with each of the Phase I and Phase II
clinical trials being a separate trial with different endpoints. The IND approval authorizes the conduct of
both trials without stipulating any additional approval requirements from the NMPA. As of the Latest
Practicable Date, the primary endpoint, including the assessment of the safety and tolerability of single
and multiple topical applications of HJ787 ointment of the Phase I trial had been reached, marking the
completion of this trial.
According to CIC, it is common industry practice that the sponsor and the principal investigator
review the trial results, including safety data, PK profile against the primary and secondary endpoints set
forth in the Phase I trial protocol, and then exercise their judgment determining in whether the Phase I
clinical trial has met its primary objectives and whether to initiate the Phase II clinical trial. The principal
investigator and we have reviewed the data from the Phase I clinical trial and determined that the primary
objectives for the Phase I trial had been met. Therefore, we consider the Phase I trial to have been
completed.
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In February 2024, we submitted an IND application to the NMPA for HJ787 for the treatment of AD
and obtained the approval in April 2024. In October 2024, we submitted an IND application to the NMPA
for HJ787 for the treatment of A V and obtained the approval in December 2024. These IND approvals
explicitly specify that prior to conducting a Phase III registrational trial, communication with the CDE for
the clinical protocol is recommended. Apart from that, no additional communication is necessary for
conducting clinical trials for the approved indication. Therefore, once the primary objectives of the Phase
I trial were met, no additional approval or confirmation from the NMPA is required for the initiation of
a Phase II trial. According to CIC, if a Phase I trial has already been completed for a drug and demonstrates
an acceptable safety profile and tolerability in humans, its findings can generally be applied to additional
indications for the same product. Phase I studies primarily assess safety, dosage, and PK rather than
efficacy in a specific disease, so repeating a full Phase I for every new indication is usually unnecessary.
Regulatory agencies typically allow sponsors to proceed directly to later-phase trials (e.g., Phase II) for
additional indications when the initial Phase I data adequately characterize human safety and systemic
exposure for the intended route and formulation. As we have completed a Phase I trial for the ND
indication, we are not required to conduct another Phase I trial for the AD and A V indications. In line with
the safety reporting requirements, we have regularly submitted annual development safety update reports
(DSURs) to the CDE. Pursuant to the Working Procedures for Safety Information Assessment and Risk
Management During Drug Clinical Trials (Trial) issued by the CDE, if no objections or requests for
additional information are received from the CDE within the prescribed review period, we may proceed
with the clinical trial in accordance with the conditions and plans specified in the trial approval. We had
not received any relevant regulatory agency’s objections to our clinical development plans as of the Latest
Practicable Date.
In August 2025, we confirmed with the CDE that it had no objection that (i) our Phase I trial has been
completed, and (ii) we may proceed with the Phase II of HJ787 for the treatment of AD, Phase IIa of HJ787
for the treatment of A V and Phase II of HJ787 for the treatment of ND without obtaining additional
approvals. No material adverse changes had occurred since we obtained the IND approvals and up to the
Latest Practicable Date.
Next Steps
AD: We plan to initiate a Phase III clinical trial in patients with mild-to-moderate AD in China in
the second half of 2026, with expected completion in the first half of 2028, and submit an NDA to the
NMPA in the first half of 2028. We also plan to submit an IND application for the AD indication to the
FDA in March 2027.
A V: We plan to initiate a Phase IIb clinical trial in patients with A V in China in the second half of
2026, with expected completion in the first half of 2027, and submit an NDA to the NMPA in the second
half of 2028. We also plan to submit an IND application for the A V indication to the FDA in the second
half of 2026.
ND: We plan to initiate a Phase III clinical trial in patients with ND in China in the first half of 2027,
with expected completion in the second half of 2029.
Since HJ787 ointment has entered the clinical stage, we will first generate comprehensive safety and
efficacy data for the topical formulation before allocating additional resources to an oral formulation,
allowing a full evaluation of the therapeutic potential of HJ787. As the topical program advances, we will
also explore HJ787 ointment for Ps, enabling us to allocate clinical and operational resources efficiently
at each stage. This phased approach prioritizes depth of investigation before broadening indications.
We have no immediate clinical development plans for HJ787 for the oral treatment of mild-to-
moderate AD and ND or the oral or topical treatment of Ps, and this decision is not related to any safety
or efficacy concerns.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET HJ787
SUCCESSFULLY.
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HJ178
HJ178 is an orally available small molecule developed for type 2 diabetes and potentially overweight
or obesity. Use of HJ178 raises GLP-1 levels and suppresses GIP secretion. This mechanism enhances
insulin release and sensitivity while lowering resistance, increases satiety and decreases fat accumulation,
together producing both glucose-lowering and weight-loss effects.
Injectable GLP-1 related therapies are effective in lowering blood sugar levels and reducing the risk
of cardiovascular and other diabetes-related complications while helping to control blood sugar
fluctuations. However, the use of injectable formulations, particularly large-molecule GLP-1 related
therapies, poses several challenges. Patients often experience side effects such as nausea, vomiting, and
depressive symptoms, which can significantly impact their quality of life and adherence to treatment.
Furthermore, the convenience of administration and the high cost of these medications can be barriers for
many patients, leading to difficulties in maintaining long-term use. As a result, despite their therapeutic
benefits, these factors contribute to lower adherence rates, highlighting the need for more patient-friendly
alternatives in diabetes management. We are developing HJ178 as a long-term, orally administered
treatment for type 2 diabetes, offering a promising alternative to injectable GLP-1 related therapies. In our
preclinical studies and completed clinical trials, HJ178 demonstrated promising glucose-lowering effects
without commonly observed side effects. In addition, being an oral treatment, HJ178 addresses the
administration challenges associated with injections, making it more accessible and easier for patients to
incorporate into their daily routines.
The table below summarizes IND approval received for HJ178, the corresponding clinical trials
conducted and the basis for progressing to the next phase of clinical trials:
Indication (1)
Month IND
Approval Received Clinical Trials
Basis for Progressing to the Next Phase
of Clinical Trials
Oral treatment for
Type 2 diabetes /H1118May 2023  Initiated a Phase I clinical trial
(registration number:
CTR20233196) in October 2023
and completed the trial in
November 2023
 Initiated a Phase Ib/IIa clinical
trial (registration number:
CTR20240016) in January 2024.
Specifically, the Phase Ib portion
commenced in January 2024 and
was completed in March 2024.
The Phase IIa portion commenced
in March 2024, and the Phase IIa
clinical trial was completed in
May 2024
(1)
 Initiated a Phase II clinical trial
(registration number:
CTR20251614) in July 2025 and
expect to complete this trial in the
first half of 2027
The IND approval explicitly
authorizes both Phase I and Phase
II clinical trials for HJ178. It states
that, prior to initiating a Phase III
trial, communication with the CDE
regarding clinical protocol is
required. Apart from this, no
additional communications are
necessary to conduct clinical trials
for the approved indication.
Prior to initiating the Phase Ib/IIa
clinical trial, the Company
submitted the Phase Ib/IIa trial
design (including key Phase I
results), the ethics committee’s
approval of the Phase Ib/IIa
protocol and informed consent form
to the CDE in January 2024, and
these materials have been published
on the CDE Clinical Trial Platform
since January 2024.
Prior to initiating the Phase II clinical
trial, the Company submitted the
Phase Ib/IIa trial design (including
key Phase I and Ib/IIa results), the
ethics committee’s approval of the
Phase II protocol and informed
consent form to the CDE in April
2025, and these materials have been
published on the CDE Clinical Trial
Platform since April 2025.
Oral treatment for
overweight or
obesity /H1118/H1118/H1118/H1118/H1118/H1118/H1118
To submit IND
applications
in October
2026
––
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Note:
1. Phase Ib and Phase IIa are combined clinical stages. In this clinical study, Phase Ib denotes the dose escalation portion
conducted in healthy volunteers with several dose cohorts, equivalent to the dose escalation component of a
conventional Phase I trial. Phase IIa denotes an exploratory safety and preliminary efficacy study conducted in patients
with diabetes to collect data such as dose-selection information to support the design of the Phase II clinical trial. The
completed Phase I study and the Phase Ib portion of the Phase Ib/IIa study meet the objectives and endpoints of a
conventional Phase I trial. The Phase IIa is not equivalent to a full Phase II trial but provides early patient-based data
to inform the design of a Phase II trial (for example, dose selection.
Mechanism of Action
HJ178 is designed to modulate key incretin pathways involved in glucose and energy homeostasis
by increasing GLP-1 secretion and reducing GIP secretion.
Activation of the GLP-1R pathway promotes glucose-dependent insulin secretion and suppresses
glucagon release under hyperglycaemic conditions, thereby improving glycaemic control. GLP-1 signaling
also delays gastric emptying, reduces intestinal glucose absorption, and attenuates postprandial glucose
fluctuations. In addition, GLP-1 acts on hypothalamic appetite-regulating centers to suppress appetite and
increase satiety, leading to reduced caloric intake and weight loss. GLP-1 signaling further contributes to
metabolic benefits through natriuretic effects in the kidney, vasodilation of endothelial cells, and
suppression of sympathetic nervous system activity, which collectively support blood pressure reduction.
It also reduces hepatic fat accumulation — by improving insulin sensitivity, inhibiting hepatic de novo
lipogenesis and promoting fatty acid oxidation.
Conversely, activation of the GIPR pathway has been associated with lipid accumulation, insulin
resistance and leptin resistance in obese states. GIP signaling promotes adipose lipid storage through
activation of downstream pathways such as cAMP-response element binding protein (CREB), Target of
Rapamycin Complex 2 (TORC2) and protein kinase B (PKB) phosphorylation, upregulation of lipoprotein
lipase, and induction of pro-inflammatory mediators. By suppressing GIP signaling, HJ178 mitigates these
effects, thereby reducing fat accumulation and improving metabolic outcomes.
Through the stimulation of GLP-1 secretion and inhibition of GIP secretion, HJ178 demonstrates a
differentiated mechanism of action that supports glycaemic control, weight reduction and overall
metabolic improvement.
The following diagram illustrates the mechanism of action of GLP-1 and GIP:
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Market Opportunity and Competition
Diabetes is a condition characterized by elevated blood sugar levels. Sugar is derived from food and
insulin, a hormone produced by pancreas that helps the sugar get into cells, providing them with the energy
necessary for normal physiological function. In type 1 diabetes, the body fails to produce insulin, and in
type 2 diabetes, the body does not effectively produce or utilize insulin. The prevalence of type 2 diabetes
in China increased from 118.9 million in 2020 to 129.8 million in 2025, and is expected to reach 140
million in 2030, according to CIC.
Type 2 diabetes is a major chronic disease that requires ongoing medical attention and long-term or
even lifetime disease management. The current treatment paradigm faces challenges such as loss of
efficacy over time that leads to lower disease control rates and suboptimal long-term patient adherence due
to adverse effects. The management landscape for type 2 diabetes awaits a new modality that could address
these clinical needs and help achieve better clinical outcomes. As innovative drugs are being developed,
drugs that could simultaneously provide a superior safety profile and long-lasting blood sugar control
would improve patient compliance and efficacy resilience and drive substantial growth of the type 2
diabetes drug market. The market size of type 2 diabetes drugs in China increased from RMB59.0 billion
in 2020 to RMB67.0 billion in 2025, and is expected to reach RMB113.8 billion in 2030. Among which,
the market size of GLP-1 related therapies increased from RMB1.6 billion in 2020 to RMB11.4 billion in
2025 at a CAGR of 48.6%, and is expected to reach RMB49.4 billion in 2030 at a CAGR of 34.1% from
2025 to 2030.
Among type 2 diabetes treatments, GLP-1 related therapies stand out for their superior glycemic
efficacy and additional clinical benefits, including weight reduction and cardiovascular and renal
protective effects. However, they are commonly associated with gastrointestinal AEs and treatment
discontinuation. For example, oral semaglutide achieved reductions in 2-hour postprandial glucose of
approximately 1.7-2.4 mmol/L at week 12, with GI-related discontinuation rates of up to 8%, while
injectable semaglutide and liraglutide showed similar efficacy (approximately 1.4-2.7 mmol/L reduction)
but reported SAE rates of 5-9.4% and notable tolerability and adherence challenges due to injection
requirements. DPP-4 inhibitors such as sitagliptin and linagliptin offer more favorable safety profiles but
deliver comparatively modest glycaemic control, with postprandial glucose reductions generally around
1.4-2.0 mmol/L. SGLT-2 inhibitors, including henagliflozin and dapagliflozin, provide moderate efficacy
(approximately 2-4 mmol/L reduction) but are associated with specific safety considerations, including an
increased risk of diabetic ketoacidosis and dependence on renal function. Multi-target GLP-1 related
therapies such as tirzepatide demonstrate enhanced glucose-lowering effects (approximately 3-4 mmol/L
reduction) but remain subject to gastrointestinal tolerability issues and limited long-term safety data.
HJ178 has demonstrated a differentiated efficacy and safety profile in early clinical studies. HJ178
achieved a reduction of 5.88 mmol/L in 2-hour postprandial glucose from baseline, which is numerically
greater than that reported for currently marketed GLP-1 related therapies, DPP-4 inhibitors and SGLT-2
inhibitors in comparable settings. Importantly, HJ178 was not associated with any SAEs or treatment
discontinuations, and reported AEs were mild, including diarrhea and abdominal pain. Based on these data,
HJ178 has the potential to offer enhanced glycaemic control with a favorable tolerability profile,
supporting its differentiated positioning within the evolving diabetes treatment landscape. In addition,
HJ178 has shown preliminary weight-reduction effects. However, its weight-loss potential in overweight
or obese populations remains to be further evaluated through additional clinical studies.
HJ178 will compete in the oral anti-diabetic market with established therapies marketed by large
pharmaceutical companies, including DPP-4 inhibitors, SGLT-2 inhibitors, and oral GLP-1 related
therapies. While oral GLP-1 related therapies including orforglipron and oral semaglutide are being
developed or have achieved regulatory approval ahead of HJ178, these products present tolerability and
convenience limitations. Orforglipron demonstrated gastrointestinal AEs in 58-59% of patients with DRs
of 9-10%, and presents potential resting heart rate elevation risks. Oral semaglutide exhibits similar
tolerability issues and requires 30-minute fasting after administration. HJ178 has not demonstrated
vomiting as an AE and does not appear to present resting heart rate elevation risk based on current data.
Given that type 2 diabetes and obesity require long-term chronic treatment, safety and dosing convenience
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are critical treatment selection factors. HJ178’s differentiated tolerability profile, combined with effective
glucose-lowering efficacy, may provide competitive advantages despite later market entry. DPP-4
inhibitors have limited glucose-lowering efficacy, and SGLT-2 inhibitors present genitourinary infection
risks. Our HJ178 development plan remains focused on demonstrating differentiated clinical benefits to
support competitive market positioning upon approval.
As of the Latest Practicable Date, 14 GLP-1 related therapies had been approved for the treatment
of type 2 diabetes in China. The targeting patient population of GLP-1 related therapies for type 2 diabetes
reached 129.8 million in China in 2025. As of the Latest Practicable Date, there were a total of 104 GLP-1
related therapies under clinical development for type 2 diabetes in China. Among these, nineteen were
clinical-stage oral GLP-1 related therapies in China. See “Industry Overview—GLP-1 related therapies
Market—Type 2 Diabetes Drug Market” for details.
Our Advantages
 Meaningful efficacy. HJ178 has demonstrated promising postprandial glucose-lowering effects,
along with meaningful weight reduction, with overall efficacy superior to several currently available
therapies. In our completed Phase Ib/IIa clinical trials, repeated dosing of HJ178 in patients with
type 2 diabetes led to decreases in blood glucose from baseline of 3.18 mmol/L at 0.5 hours, 5.67
mmol/L at 1 hour, and 5.88 mmol/L at 2 hours after meals. In contrast, patients in the placebo group
exhibited increases in postprandial glucose by of 1.25, 0.52, and 4.63 mmol/L at the same time
points, respectively. These results indicate that HJ178 has a greater glucose-lowering effect
compared to approved antidiabetic medications as illustrated in the table below. In addition to
glycemic control, HJ178 also contributed to weight loss. After a 28-day treatment, body weight
reductions from baseline in treatment groups (M1, M2 and M3) were 0.35 kg, 0.56 kg and 1.55 kg,
respectively, while the placebo group experienced a reduction of only 0.07 kg.
Drug 2h postprandial glucose (mmol/L)
Semaglutide (injection) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Semaglutide 0.5 mg: -2.35
Semaglutide 1 mg: -2.65
Semaglutide (oral) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Semaglutide 3 mg: -1.7
Semaglutide 7 mg: -2.4
Semaglutide 14 mg: -2.4
Tirzepatide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tirzepatide 5, 10 and 15mg: -3~ -4
Orforglipron /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Orforglipron 3mg: -2.33
Orforglipron 12mg: -3.75
Orforglipron 24mg: -3.74
Orforglipron 36mg: -3.86
Orforglipron 45mg: -3.99
Empagliflozin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Empagliflozin 10mg: -1.98
Empagliflozin 25mg: -2.03
Linagliptin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Linagliptin 5mg: -2.02
Metformin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Metformin 500mg BID: -2.7
Metformin 1000mg BID: -2.99
Rosiglitazone /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Rosiglitazone 2mg: -2.0
Rosiglitazone 4mg: -2.4
Rosiglitazone 6mg: -2.5
Glimepiride /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Glimepiride 8mg: -1.36
Acarbose /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Acarbose 100mg: -1.4
Source: Literature review
 Good safety profile. In our completed Phase Ib/IIa clinical trials, HJ178 demonstrated a favorable
safety profile compared to commonly used anti-diabetic medications, such as semaglutide. There
were no AEs that led to dose discontinuation and no AEs that led to dose reduction. In contrast,
semaglutide has demonstrated SAE rates ranging from 5% to 9.4% in its clinical trial, with 4.5% to
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10% of patients experiencing AEs that necessitated early treatment discontinuation, along with a
fatal AE occurrence of 0% to 1%. AEs frequently associated with tirzepatide and semaglutide, such
as vomiting and nausea. No vomiting was reported with HJ178, and nausea incidence was lower than
placebo. While diarrhea was reported, nearly all cases were mild and transient. Importantly, a range
of other AEs commonly linked to these agents, including decreased appetite, constipation, dyspepsia,
injection site reactions, fatigue, and hypersensitivity, were not observed with HJ178.
Summary of Clinical Trial
Ongoing Phase II Clinical Trial
We initiated a Phase II clinical trial in July 2025 to evaluate the efficacy and safety of HJ178 in
people with type 2 diabetes mellitus inadequately controlled with diet and exercise alone. According to the
Technical Guidelines for Clinical Development of Drugs for Type 2 Diabetes in Adults, clinical trials of
type 2 diabetes therapies should include one study in patients inadequately controlled by diet and exercise
and one study in patients inadequately controlled on metformin. The ongoing Phase II trial was designed
in line with these guidelines. The trial is currently ongoing.
Trial design. This trial is a randomized, double-blind, placebo-controlled, multi-center study
designed to evaluate the efficacy and safety of HJ178 in patients with type 2 diabetes inadequately
controlled with diet and exercise. The trial consists of two parts and is expected to enroll approximately
130 patients with baseline HbA1c levels between 7.0% and 10.0%, all of whom will continue to receive
dietary and exercise counseling throughout the study.
The trial is designed to enroll patients with type 2 diabetes whose blood glucose was not adequately
controlled by diet and exercise alone. In line with the Technical Guidelines for Clinical Development of
Drugs for Type 2 Diabetes in Adults, early exploratory studies typically include patients who have
undergone lifestyle intervention for more than three months but still have poor glycemic control, to
minimize confounding factors and better assess drug efficacy and safety.
The study aims to enroll 130 patients, based on statistical calculations from historical data and
similar trials. The treatment duration was 13 weeks, as the primary efficacy endpoint, HbA1c, reflects
average blood glucose over the past two to three months, making this duration appropriate for evaluating
changes in glycemic control.
Trial status. As of the Latest Practicable Date, 35 subjects had been enrolled in the trial. We expect
to complete this trial in the first half of 2027.
Phase Ib/IIa Clinical Trial
Trial design. This clinical trial was a randomized, double-blind, placebo-controlled, single-center,
dose-titration clinical study in China to evaluate the safety, tolerability, PK, and efficacy of multiple doses
of HJ178 capsule in both healthy subjects and patients with type 2 diabetes. This study consisted of two
parts: Phase Ib enrolled healthy subjects and evaluated multiple ascending doses, while Phase IIa enrolled
patients with type 2 diabetes to evaluate preliminary efficacy.
The study comprised two phases. In Phase Ib, we enrolled healthy subjects into four dose groups
(low, medium, medium-high, and high), each including ten subjects—eight receiving HJ178 and two
receiving placebo. The M1 group (low dose) received fixed dosing, while M2 to M4 groups received
dose-titrated regimens. In Phase IIa, we enrolled type 2 diabetes patients with poor glycemic control
despite diet and exercise, into a single medium-high dose group (N1), also with ten subjects (eight HJ178,
two placebo) using a titrated dosing schedule. The primary objective was to assess the safety and
tolerability of repeated HJ178 dosing and the secondary objectives included evaluating its PK profile and
therapeutic efficacy in both populations. This trial aims to provide a reference for Phase II trial design.
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Trial status. The Phase Ib portion commenced in January 2024 and was completed in March 2024.
The Phase IIa clinical trial commenced in March 2024, and was completed in May 2024. A total of 50
subjects were enrolled, all of whom completed dosing. Among them, 40 subjects received HJ178, and 10
subjects received placebo.
Safety results. No SAEs, AEs leading to study withdrawal, dose interruption, dose reduction, dose
discontinuation, death or hypoglycemia were reported in the study. All drug-related AEs were transient.
No clinically significant abnormalities in physical examinations or vital signs were observed in any
enrolled subject. TRAEs that occurred in more than one subject and at a higher incidence than placebo
mainly included diarrhea, abdominal pain, positive urine red blood cells, elevated blood uric acid, and
increased serum amylase, all of which were mild in severity.
Efficacy results. Following multiple dosing, HJ178 reduced postprandial blood glucose levels in
patients with type 2 diabetes. In the HJ178 treatment group, reductions from baseline at 0.5, 1, and 2 hours
post-meal were 3.18 mmol/L, 5.67 mmol/L, and 5.88 mmol/L, respectively. In contrast, the placebo group
showed increases of 1.25 mmol/L, 0.52 mmol/L, and 4.63 mmol/L at the corresponding time points.
As illustrated, multiple dosing of HJ178 capsules in diabetic patients resulted in a significant
reduction in postprandial blood glucose relative to baseline. The glucose levels in diabetic subjects before
and after multiple dosing with HJ178 are shown, with the dashed line representing pre-dose (Day -1)
glucose and the solid line representing post-dose (Day 28) glucose:
As illustrated, multiple dosing with placebo in diabetic subjects did not result in a reduction of
postprandial blood glucose relative to baseline. Glucose levels before and after multiple dosing in the
placebo group of diabetic subjects are presented:
Fasting 0.5-h.p.bf 1-h.p.bf 2-h.p.bf 4-h.p.bf
 Fasting 0.5-h.p.bf 2-h.p.bf 4-h.p.bf1-h.p.bf
p.bf = post breakfast
Data are presented as mean ±SEM.  * p< 0.05, **p< 0.01 vs. placebo
M1 M2 M3 Placebo
-2.0
-1.5
-1.0
-0.5
0.0
Body weight change
 from baseline ( kg )
**
As illustrated, HJ178 not only demonstrates
significant glucose-lowering effects but also contributes
to weight reduction. Following multiple doses, subjects
treated with HJ178—including healthy volunteers in
groups M1, M2 and M3—experienced mean weight
decreases from baseline of 0.35, 0.56 and 1.55 kg,
respectively. In comparison, subjects receiving the
HJ178 placebo exhibited a mean weight reduction of
0.07 kg:
Notes:
(1) The M4 and N1 groups required longer titration time and had shorter durations at the stable-dose treatment.
(2) Changes in body weight from baseline were: M1: -0.35 kg; M2: -0.56 kg; M3: -1.55 kg; placebo: -0.07 kg.
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Conclusion. Single and multiple dosing of HJ178 demonstrated a favorable safety profile and a
significant postprandial glucose-lowering effect. In subjects with type 2 diabetes, multiple doses of HJ178
reduced postprandial blood glucose levels by 3.18, 5.67, and 5.88 mmol/L at 0.5, 1, and 2 hours after a
meal, respectively, indicating its potential to significantly improve postprandial glycemic control and
increase time-in-range (TIR) in patients with type 2 diabetes.
Phase I Clinical Trial
We initiated a Phase I clinical trial in October 2023 to evaluate the safety, tolerability, PK, and PD
of a single oral dose of HJ178 capsule in healthy subjects.
Trial design. This was a single-dose randomized, double-blind, placebo-controlled, single-center,
dose-escalation study to evaluate the safety, tolerability, PK, and pharmacodynamics (PD) of a single oral
dose of HJ178 capsules in healthy subjects. A total of seven cohorts were enrolled, with 10 subjects in each
cohort, for a total of 70 subjects. Of these, each dose group included eight subjects received HJ178
capsules and two received placebo. Subjects in groups S1 to S7 were administered a single dose (D1) of
either HJ178 or placebo. According to the Technical Guidelines for Pharmacokinetic Studies of Chemical
Drugs, enrolling 8–12 subjects per dose group meets the requirements for exploratory PK studies while
following the principle of minimal exposure risk.
The primary objective of the study was to assess the safety and tolerability of single oral doses of
HJ178 in healthy subjects. The secondary objective was to evaluate the pharmacokinetic profile of HJ178
and its effect on glucose levels relative to baseline following administration.
Healthy male and female subjects aged 18 to 45 years were enrolled, with those having major
diseases excluded to avoid interference with safety evaluation. This was a single ascending dose study,
designed to provide a reference and data support for dose selection in subsequent multiple-dose studies.
Trial status. The trial has been completed, with a total of 71 healthy subjects enrolled. Of these, 70
participants completed dosing, including 56 subjects in the HJ178 treatment group and 14 in the placebo
group.
Safety profile. No SAEs, AEs leading to study withdrawal, dose adjustments, or death, nor any
hypoglycemic events were reported in the study. The only TRAEs observed in more than one subject and
at a higher incidence than the placebo group were mild diarrhea and abdominal distension. All drug-related
AEs were of mild to moderate intensity and transient in nature. No clinically significant abnormalities
were reported in physical examinations or vital signs among any enrolled subjects.
Efficacy profile. HJ178 demonstrated a rapid glucose-lowering effect and improvement in
time-in-range (TIR), contributing to effective day-long glycemic control. A single oral dose of HJ178
significantly reduced postprandial blood glucose levels. In healthy subjects, postprandial blood glucose at
0.5 hours after dosing decreased from baseline by 1.14, 2.11, 1.80, 2.75, 1.78, 2.87, and 2.40 mmol/L in
the S1-S7 dose groups, respectively, compared to a decrease of only 0.09 mmol/L in the placebo group.
At 1 hour post-dose, the respective reductions were 1.28, 1.46, 1.18, 2.35, 1.40, 2.29, and 1.06 mmol/L,
while the placebo group showed a reduction of 0.63 mmol/L.
Conclusion. In this trial, 71 subjects were enrolled, of which 70 completed treatment and were
included in the safety analysis. No AEs, treatment discontinuations due to AEs, or Grade 3 or higher AEs
were reported. All observed AEs were mild to moderate (Grade 1-2) and transient in nature. The most
common AEs ( /H113505% incidence) included diarrhea, abdominal distension, and elevated triglycerides. No
clinically meaningful abnormalities were observed in physical examinations, ECG, or vital signs, and the
overall tolerability of HJ178 was favorable.
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Summary of Preclinical Studies
HJ178 has demonstrated significant glucose- and HbA1c-lowering effects, with efficacy markedly
superior to that of currently available oral antidiabetic agents such as DPP-4 inhibitors and SGLT2
inhibitors. Repeated dosing of HJ178 significantly reduced OGTT blood glucose and HbA1c levels in the
db/db mouse model of type 2 diabetes. HJ178 demonstrated a dose-dependent reduction in postprandial
glucose, with HbA1c levels also decreasing in a dose-dependent manner; the high-dose group showed
significantly greater efficacy than linagliptin. HJ178 has also demonstrated significant weight reduction
effects in animal models, indicating its potential as an anti-obesity agent.
Material Communications with Competent Authorities
We submitted an IND application to the NMPA for conducting clinical trial of HJ178 for the
treatment of patients with type 2 diabetes indication and received the approval from the NMPA in May
2023. Subsequently, we initiated a Phase I clinical trial in October 2023 to evaluate the safety, tolerability,
and PK of a single dose of HJ178 capsule in healthy subjects and completed this trial in November 2023.
Following the Phase I clinical trial, we initiated a Phase Ib/IIa clinical trial in January 2024 to assess the
safety, tolerability, PK, and preliminary efficacy of multiple doses in both healthy subjects and patients
with type 2 diabetes. The Phase Ib portion commenced in January 2024 and was completed in March 2024.
The Phase IIa portion commenced in March 2024, and was completed in May 2024. Additionally, we
initiated a Phase II clinical trial in July 2025 to further evaluate the efficacy and safety of HJ178 in people
with type 2 diabetes mellitus inadequately controlled with diet and exercise alone. The trial is currently
ongoing.
The application materials submitted to the NMPA and the corresponding IND approval encompassed
both Phase I and Phase Ib/IIa clinical trials for HJ178, with each of the Phase I and Phase Ib/IIa clinical
trials being a separate trial with different endpoints. The IND approval authorizes the conduct of both trials
without stipulating any additional approval requirements from the NMPA. As of the Latest Practicable
Date, the primary objectives, including the assessment of the safety and tolerability of single oral doses
of HJ178 in healthy subjects of the Phase I trial, and the evaluation of the safety, tolerability, PK, and
efficacy of multiple doses of HJ178 capsule in both healthy subjects and patients of Phase Ib/IIa had been
reached, marking the completion of these trials.
According to CIC, it is common industry practice that the sponsor and the principal investigator
review the trial results, including safety data, PK profile against the primary and secondary endpoints set
in the Phase I trial protocol, and then exercise their judgment in determining whether the Phase I clinical
trial has met its primary objectives and whether to initiate the Phase II clinical trial. The principal
investigator and we have reviewed the data from the Phase I clinical trial and determined that the primary
objectives for the Phase I trial had been met. Therefore, we consider the Phase I trial to have been
completed.
The IND approval explicitly specifies that prior to conducting a Phase III registrational trial,
communication with the CDE for clinical protocol is recommended. Apart from that, no additional
communication is necessary for conducting clinical trials for the approved indication. Therefore, once the
primary objective of the Phase I trial were reached, no additional approval or confirmation from the NMPA
is required for the initiation of a Phase II trial. In line with the safety reporting requirements, we have
regularly submitted annual development safety update reports (DSUR) to the CDE. Pursuant to the
Working Procedures for Safety Information Assessment and Risk Management During Drug Clinical Trials
(Trial) issued by the CDE, if no objections or requests for additional information are received from the
CDE within the prescribed review period, we may proceed with the clinical trial in accordance with the
conditions and plans specified in the trial approval. We had not received any relevant regulatory agency’s
objections to our clinical development plans as of the Latest Practicable Date.
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In August 2025, we confirmed with the CDE that it had no objection that (i) our Phase I and Ib/IIa
trials have been completed, and (ii) we may proceed with the Phase II trial without obtaining additional
approval.
As of the Latest Practicable Date, we had not received any relevant regulatory agency’s concerns or
objections to the commencement of any of our clinical trials or our clinical development plans. No
material adverse changes had occurred since we obtained the IND approvals and up to the Latest
Practicable Date.
Next Steps
We expect to complete the ongoing Phase II clinical trial in the first half of 2027, and communicate
with the CDE before we commence the Phase III clinical trial. We plan to initiate the Phase III trial in the
first half of 2027, with expected completion in the second half of 2028, and submit an NDA to the NMPA
for the treatment of type 2 diabetes in the second half of 2028.
Initiation of clinical trials for the overweight or obesity indication in China requires separate NMPA
approval or implied approval. We have completed Phase I and Phase Ib/IIa clinical trials for HJ178.
According to CIC, the completed Phase I and Phase Ib/IIa trials have evaluated the PK, safety, tolerability
and preliminary dose-escalation profile of HJ178 in healthy subjects, it is generally not required to
conduct another Phase I trial specifically for the overweight or obesity indication, subject to regulatory
review. We plan to submit an IND application to the NMPA in October 2026 for the treatment of
overweight or obesity. We also plan to discuss the specific clinical trial design for the overweight or
obesity indication with the NMPA during the IND application process. In parallel, we intend to submit an
IND application to the FDA in December 2026 and October 2026 for the treatment of type 2 diabetes and
overweight or obesity, respectively. In connection with the IND application, we plan to communicate with
the FDA regarding the feasibility of commencing a Phase II clinical trial of HJ178 for the treatment of
overweight or obesity.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET HJ178
SUCCESSFULLY.
HJ891
HJ891, one of our Core Products, is a KRAS
G12C inhibitor intended for the treatment of NSCLC with
KRASG12C mutation. KRAS G12C is a common KRAS mutation subtype in NSCLC. KRAS mutations are
genetic drivers of multiple cancer types and the cysteine 12 (C12) mutation causes the KRAS protein to
stay in its active state that drives pro-tumorigenic signals and establishes the main signal axis of tumor
cell proliferation and survival. HJ891 has the potential of treating NSCLC with KRAS
G12C mutation by
binding to KRAS G12C and locking the KRAS protein in its inactive state to disrupt its signals, thereby
preventing cancer cell proliferation.
We are developing HJ891 as a treatment for NSCLC with KRAS G12C mutation that has progressed
following first-line standard therapies as monotherapy. Building on that single agent evidence, we are
pursuing a combination strategy with toripalimab, a PD-1 inhibitor approved for NSCLC with a favorable
efficacy and safety profile, for first line non-squamous NSCLC with KRAS
G12C mutation. Combining a
KRASG12C inhibitor with an anti PD-1 immunotherapy has a strong scientific rationale, targeted inhibition
addresses the tumor’s oncogenic driver while immunotherapy can boost and prolong the anti-tumor
immune response. HJ891 was one of the few KRAS
G12C inhibitors being developed for first-line treatment
in combination with immunotherapy as of the Latest Practicable Date. We also plan to evaluate the
efficacy and safety of HJ891 as a combination therapy for treating colorectal cancer.
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The table below summarizes IND approvals received for HJ891, the corresponding indications, lines
of treatments and clinical trials conducted and the basis for progressing to the next phase of clinical trials:
Indication/Line of
Treatment
Month IND
Approval Received Clinical Trials
Basis for Progressing to the Next Phase of
Clinical Trials
Monotherapy for
NSCLC with
KRAS
G12C
mutation that has
progressed
following first-line
standard therapies
as monotherapy
(2L+ treatment)
(1) /H1118
April 2021  Initiated a Phase I/IIa clinical
trial (registration number
CTR20212195) in October
2021. Specifically, the Phase
I portion commenced in
October 2021, and was
completed in July 2022,
followed by the Phase IIa
portion in May 2022, and the
Phase IIa portion was
completed in January 2023
(2)
 Initiated a pivotal single-arm
Phase IIb clinical trial
(registration number:
CTR20231351) in June 2023
and expect to complete the
trial in August 2026
The IND approval explicitly authorizes
both Phase I and Phase II clinical
trials for HJ891. It states that, prior to
initiating a Phase III trial,
communication with the CDE
regarding the clinical protocol is
required. Apart from this, no
additional communications are
necessary to conduct clinical trials for
the approved indication.
Prior to initiating the pivotal Phase IIb
clinical trial, the Company submitted
a communication request to the CDE
in January 2023, providing the Phase
I/IIa results and the Phase IIb
protocol, and obtained the CDE’s
approval to proceed in April 2023.
The Company then secured the ethics
committee’s approval following
reviews by the principal investigator,
participating trial centers and ethics
committee. The Company then
submitted the ethics committee’s
approval of the Phase IIb protocol,
together with other materials to the
CDE in April 2023, and these
materials have been published on the
CDE Clinical Trial Platform since
April 2023.
Combination therapy
for non-squamous
NSCLC with
KRAS
G12C
mutation (1L
treatment)
(4) /H1118/H1118/H1118/H1118
July 2023 Initiated a Phase Ib clinical trial
(registration number:
CTR20240054) in January 2024
and expect to complete the trial
in June 2026
(3)
Notes:
1. As of the Latest Practicable Date, the Company had not received the conditional market approval for HJ891 as a monotherapy.
The Company expects to apply for conditional marketing approval upon completion of the pivotal Phase IIb clinical trial.
2. The Phase I/IIa clinical trial is designed in two parts, with a dose-escalation Phase I portion that establishes safety and
tolerability, characterizes PK, and determines the RP2D, followed by a dose-expansion Phase IIa portion that further
characterizes safety and preliminary efficacy, and determines the recommended dose for the pivotal trial. The Phase I portion
is equivalent to a conventional Phase I trial while the Phase IIa portion is equivalent to a conventional Phase II trial. In
addition, the Phase III clinical trial we plan to initiate is equivalent to a conventional Phase III clinical trial.
3. This Phase Ib trial is a separate and standalone clinical trial from the planned Phase III trial. The Phase Ib trial consists of
a dose-escalation stage and a dose-expansion stage. The dose-escalation stage is designed to assess the safety and preliminary
efficacy of HJ891 combined with toripalimab in patients with NSCLC, equivalent to a conventional Phase I trial. The
dose-expansion stage evaluates efficacy and safety to determine the RP3D, equivalent to a conventional Phase II study.
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4. Junshi Biosciences is aware that we are conducting a clinical trial of HJ891 in combination with toripalimab (TUOYI ®), for
the treatment of NSCLC. In China, we procure toripalimab for HJ891 combination therapy clinical trials through independent
third-party pharmaceutical suppliers rather than directly from Junshi Biosciences. Junshi Biosciences, as the MAH and
manufacturer of toripalimab, holds the relevant pharmaceutical manufacturing qualifications and conducts the commercial
supply of toripalimab through pharmaceutical supply and circulation arrangements compliant with applicable Good Supply
Practice (GSP) requirements. However, drug manufacturers supply differs significantly from the supply and management of
investigational products in multi-center clinical trials. As the sponsor of combination therapy clinical trials, the Company is
required to ensure that the receipt, storage, cold chain transportation, dispensing, return, inventory management, temperature
monitoring, batch traceability and related documentation and record management of the relevant trial drugs at each clinical
trial site comply with applicable GCP and investigational product management requirements. Such specialized clinical trial
drug supply and management services are typically not provided by drug manufacturers through their commercial supply
systems. According to CIC, for clinical-stage biotechnology companies, it is common industry practice to procure
commercialized drugs for use in clinical trials through independent third-party clinical trial drug supply service providers and
to engage such providers to carry out the related supply management. Such arrangement helps enhance the efficiency and
traceability of clinical trial drug supply management and supports compliance with applicable GCP and investigational
product management requirements. Engaging third-party suppliers with appropriate pharmaceutical operations, cold chain
management, and documentation capabilities is a common clinical trial supply arrangement consistent with regulatory
requirements. This supply arrangement is limited to supplying toripalimab for the HJ891 combination therapy clinical trial
in China.
Mechanism of Action
Monotherapy
The RAS family of proteins, particularly KRAS, plays a central role in regulating fundamental
cellular processes, including cell proliferation, differentiation, migration and survival. RAS transduces
signals primarily through two key downstream pathways, namely the RAF–MEK–ERK (MAPK) pathway
and the PI3K–AKT–mTOR pathway. Persistent activation of these pathways promotes uncontrolled cell
growth and survival. RAS functions as a binary molecular switch regulated by the GDP/GTP cycle: it
remains “off” when bound to GDP and switches “on” upon binding GTP. The majority of KRAS mutations
occur at codon 12. Substitution of glycine at this position with any amino acid other than proline results
in steric hindrance that interferes with the binding of GTPase-activating proteins (GAPs) to KRAS. This
impairment reduces GAP-mediated GTP hydrolysis, leading to a marked accumulation of GTP-bound,
active KRAS. As a result, KRAS remains constitutively activated, driving persistent activation of
downstream RAS signaling pathways that promote oncogenic cell proliferation and survival. In the case
of the KRAS
G12C mutation, substitution at this residue impairs GTP hydrolysis by preventing the binding
of GTPase-activating proteins, resulting in sustained accumulation of active, GTP-bound KRAS and
constitutive downstream signaling.
The KRAS
G12C inhibitor primarily works by covalently binding to the mutant cysteine 12 residue in
the switch II pocket (S-IIP) of the KRAS G12C protein, effectively locking it in inactive, GDP-bound, state.
This prevents the protein from transitioning to its active GTP-bound state, thus inhibiting downstream
signaling pathways.
HJ891 is a selective KRAS
G12C inhibitor designed to covalently bind to the mutant cysteine residue
at position 12 within the switch II pocket (S-IIP) of KRAS G12C. By locking KRAS G12C in its inactive,
GDP-bound conformation, HJ891 prevents the transition to the active GTP-bound state and inhibits
downstream signaling through the RAF–MEK–ERK and PI3K–AKT–mTOR pathways. Through this
mechanism, HJ891 suppresses tumor cell proliferation driven by KRAS
G12C–mediated oncogenic
signaling.
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The diagram below illustrates the mechanism of action of HJ891:
P P
GRB2
KRASG12C
inhibitors
SHP2
RAS GDP
RAS GTP
RAF-MEK-ERK pathway PI3K-AKT pathway
Blocking the signals of cancer cells growth and survival
Cell membraneReceptor tyrosine kinase
Source: Journal of Experimental & Clinical Cancer Research, CIC
Combination therapy
Tumors with KRAS mutations promote the upregulation of PD-L1 expression. Elevated PD-L1
expression on tumor cells can bind to PD-1 receptors on T cells, thereby attenuating T-cell activity and
facilitating immune evasion. Tumors with KRAS mutations also lead to downregulation of major
histocompatibility complex class I (MHC-I) expression. MHC-I presents tumor-associated antigents to
CD8+ T-cells, thereby activating the adaptive immune response. Reduced MHC-I expression diminishes
CD8 T-cell recognition and cytotoxic activity, resulting in immune evasion. KRAS mutations also enhance
the secretion of various cytokines and chemokines, such as interleukin-10 (IL-10), granulocyte-
macrophage colony-stimulating factor (GM-CSF) and CCL-9, thereby recruiting immunosuppressive
immune cells to mediate immune escape in the tumor microenvironment. Therefore, targeting the KRAS
signaling pathway can mitigate these immune-evasion mechanisms and restore immune function in the
tumor microenvironment. KRAS inhibitors can enhance the ability of antigen-presenting cells to take up
tumor antigens, improve the ability of T cells to kill tumors, and increase responsiveness to interferons,
thereby reshaping the tumor microenvironment. Consequently, combining KRAS
G12C inhibitors with
anti-PD-1 therapy is a more effective treatment for tumors.
The diagram below illustrates the mechanism of action of HJ891 in combination with toripalimab:
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Market Opportunity and Competition
NSCLC is any type of epithelial lung cancer other than SCLC, accounting for 85% of lung cancer.
The global incidence of NSCLC increased from 1,922.2 thousand cases in 2020 to 2,258.6 thousand cases
in 2025 and is estimated to reach 2,582.4 thousand cases by 2030, according to CIC. In China, NSCLC
incidence increased from 830.1 thousand cases in 2020 to 1,008.3 thousand cases in 2025, and is estimated
to reach 1,174.8 thousand cases by 2030, according to CIC. KRAS-mutant NSCLC (KRAS+) accounted
for 103.9 thousand (about 10.3%) cases in China, and 478.8 thousand KRAS+ cases (about 21.2%)
globally. Among them, KRAS
G12C is the most common, accounting for approximately 40% of
KRAS-mutated NSCLC cases. In 2025, the global incidence of NSCLC cases with KRAS G12C mutation
was 203.3 thousand while in China, it was 45.5 thousand.
Treatment strategies for KRAS G12C mutation NSCLC vary depending on factors such as the patient’s
overall health, disease stage and specific treatment preferences. For Chinese patients opting for first-line
chemotherapy, the ORR ranges from 25.5% to 26.5% and for those choosing immunotherapy, the ORR
ranges from 11.1% to 40.9%, according to CIC. These figures highlight the limitations of current treatment
methods. As no targeted KRAS
G12C inhibitor has yet been established as the standard of care in the
first-line treatment setting—particularly for patients without high PD-L1 expression or actionable
co-mutations. Moreover, the clinical benefit of existing KRAS
G12C inhibitors is often limited by the
emergence of resistance mechanisms, including secondary KRAS mutations that hinder drug binding,
activation of alternative oncogenic pathways such as EGFR, MET, or PI3K that bypass KRAS inhibition,
and histologic transformation. Direct inhibition of KRAS oncoprotein has been a long-standing objective
in precision medicine. Efforts to target RAS began in the 1980s, following the discovery of activating
mutations in human cancer cells and the identification of RAS oncogenes in transforming viruses. The
discovery of inhibitors that selectively target KRAS
G12C marked a significant advance in this quest. The
global NSCLC KRAS G12C targeted drugs market is expected to increase from US$0.6 billion in 2025 to
US$1.9 billion by 2030, while in China, the market is expected to increase from RMB$0.2 billion in 2025
to RMB$1.9 billion in 2030.
As of the Latest Practicable Date, there were two oral KRAS
G12C inhibitors approved by the FDA,
namely sotorasib and adagrasib. The NMPA in China has approved the KRAS G12C inhibitors fulzerasib,
garsorasib, glecirasib, and sosimerasib for the treatment of patients with NSCLC harboring a KRAS G12C
mutation who had received at least one prior line of PD-1 therapy combined with chemotherapy, with or
without bevacizumab, or targeted therapy. As of the Latest Practicable Date, there were 14 KRAS
G12C
candidates that are in Phase II clinical trials and beyond in China. While the development of KRAS G12C
inhibitors represents a significant breakthrough in targeted cancer therapy, their use as a first-line
treatment remains under active investigation. Several KRAS
G12C inhibitors have been approved for
second-line and later-line use; however, safety concerns have posed considerable challenges to advancing
these agents into the first-line treatment setting. As of the Latest Practicable Date, 4 KRAS
G12C inhibitors
had been approved in China. Apart from KRAS G12C inhibitors, including HJ891, alternative treatments of
NSCLC includes immunotherapy and chemotherapy, with the targeting patient population for second-line
NSCLC reaching 28.8 thousand in China in 2025. See “Industry Overview—Overview of RAS and KRAS
as Therapeutic Targets” in this prospectus for details.
In the treatment of advanced NSCLC, existing therapeutic options each present inherent limitations.
Conventional chemotherapy regimens, such as docetaxel monotherapy or in combination, are associated
with relatively low ORR (approximately 12%–18%), a short median PFS of around three months, and
non-specific cytotoxicity, leading to hematologic toxicities including neutropenia, anemia and leukopenia.
Immunotherapy with PD-1 inhibitors has demonstrated clinical benefit primarily in patients with higher
PD-L1 expression; however, ORRs remain modest in broader patient populations and treatment is
accompanied by immune-related AEs, with limited efficacy observed in patients with low PD-L1
expression. Targeted KRAS inhibitors approved or under development for second-line treatment have
reported an ORR of approximately 47%–52% and a median PFS of approximately 8–9 months.
Nevertheless, these therapies are generally associated with relatively high incidences of Grade 3 or higher
treatment-related AEs (approximately 38%–50%) and the emergence of acquired resistance, which may
limit long-term tolerability and durability of response.
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Against this competitive backdrop, HJ891 has demonstrated a differentiated clinical profile. As
monotherapy in the second-line setting, HJ891 achieved an ORR of 47.2% and a DCR of 100%, along with
a comparatively favorable safety profile, with Grade 3 or higher treatment-related AEs reported in 13.5%
of patients. In the first-line setting, HJ891 in combination with toripalimab achieved an ORR of up to
92.3% in patients with PD-L1 TPS of 50% or higher. While the incidence of Grade 3 or higher
treatment-related AEs was higher in the combination setting, the observed efficacy suggests potential
synergistic benefits. These results support the potential of HJ891 to offer a favorable balance of efficacy
and tolerability in NSCLC, while further studies are ongoing to validate its clinical benefit across broader
patient populations and additional tumor types.
HJ891 will compete with approved KRAC
G12C inhibitors and clinical-stage programs developed by
major global pharmaceutical and biotechnology companies. HJ891 has demonstrated a differentiated
safety profile compared to approved KRAC
G12C inhibitors in clinical trials to date, with a lower incidence
of high-grade treatment-related AEs while maintaining comparable efficacy. For patients with advanced
cancer, quality of life is a critical consideration alongside survival outcomes, and HJ891’s favorable
tolerability profile may enable patients to achieve both extended survival and improved quality of life
during treatment. Additionally, HJ891 has a lower dosing requirement compared to approved KRAC
G12C
inhibitors, which may provide potential advantages in manufacturing efficiency and treatment economics.
Our development strategy focuses on demonstrating this differentiated safety and tolerability profile to
support competitive positioning in the KRAS inhibitor market.
Competitive Advantages
 One of the few KRAS
G12C inhibitors being developed for first-line treatment in combination with
immunotherapy as of the Latest Practicable Date . The combination of precision therapy and
immunotherapy is considered an optimal treatment approach—targeted therapies provide rapid and
specific tumor inhibition, while immunotherapies offer durable clinical responses despite a slower
onset of action. However, the development of KRAS
G12C inhibitors in first-line settings, particularly
in combination with PD-1 inhibitors, has been constrained by safety concerns, most notably liver
toxicity associated with monotherapy. HJ891 has demonstrated potent kinase inhibition and cellular
activity, with a favorable tissue distribution profile predominantly in the lungs. In ongoing clinical
trials evaluating HJ891 in combination with PD-1 inhibitors, the regimen has shown a favorable
safety and tolerability profile, supporting its potential for use in first-line treatment of KRAS
G12C-
mutant NSCLC. HJ891 demonstrates a superior safety profile compared to currently approved
KRAS
G12C inhibitors, with grade 3 or above TRAE incidence of only 13.5%—significantly lower
than those of comparator drugs. Common AEs seen with approved therapies were absent or less
frequent with HJ891.
 Favorable lung-targeted PK enabling improved safety and efficacy. Preclinical studies in tumor-
bearing mice demonstrated that lung exposure levels of HJ891 were higher than those in the liver and
kidney. This lung-targeted PK reduces exposure to the liver and kidneys, which minimizes liver
toxicity and allows for lower dosing.
Compared to sotorasib, HJ891 demonstrated greater enzymatic activity and stronger three-
dimensional cell proliferation inhibition. The Ames, chromosome aberration and micronucleus tests
showed that HJ891 carries no genotoxicity risk. In contrast, sotorasib tested positive for chromosome
aberration in vitro .
P-glycoprotein (P-gp), a member of the ATP-binding cassette transporter family, plays a significant
role in causing multi-drug resistance in tumor cells. Unlike sotorasib which is a substrate of P-gp,
HJ891 is not affected by this transporter. This suggests that HJ891 may have a potential advantage
in overcoming drug resistance. HJ891 also showed good safety when combined with immunotherapy,
making it a promising candidate for first-line treatment.
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 Meaningful efficacy . In our Phase I/IIa clinical trial, HJ891 achieved a confirmed ORR of 47.2% in
patients who underwent at least one efficacy assessment, demonstrating its efficacy in treating
KRAS
G12C-mutant NSCLC patients. In our Phase Ib/III clinical trial, where HJ891 was combined
with toripalimab, it showed good efficacy and acceptable safety in patients with KRAS G12C-mutated
non-squamous NSCLC. In the HJ891 640 mg QD combined with toripalimab 240 mg Q3W dose
group, the ORR was 77.8%, and among patients with a PD-L1 tumor proportion score (TPS) of 50%
or higher, the ORR reached 92.3%. In treatment-naïve patients with KRAS
G12C-mutated NSCLC,
adagrasib 400 mg BID combined with pembrolizumab 200 mg Q3W achieved an ORR of 44.3%,
with an ORR of 59.3% in patients with a PD-L1 TPS of 50% or higher. In the same patient
population, olomorasib 50 mg or 100 mg BID combined with pembrolizumab demonstrated an ORR
of 70%, reaching 82% among patients with PD-L1 TPS of 50% or higher. These results suggest that
HJ891 may offer improved efficacy for patients with high PD-L1 expression.
 Good safety profile . HJ891 has demonstrated a good safety profile in clinical trials. In the Phase I/IIa
clinical trial of HJ891 as monotherapy, the incidence of grade 3 or higher TRAEs was 13.5%,
significantly lower than those reported for approved products: sotorasib (33%), adagrasib (44.8%),
fulzerasib (41.4%), garsorasib (50%), glecirasib (38.7%), and sosimerasib (40.0%). In the Phase
Ib/III clinical trial, the combination of HJ891 and toripalimab showed an acceptable safety profile,
with grade 3 or higher TRAEs occurring in 43.2% of patients.
Drug Sotorasib Adagrasib Fulzerasib Garsorasib Glecirasib Sosimerasib
TRAE /H11350Grade 3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833% 44.8% 41.4% 50% 38.7% 40.0%
TRAE leading to treatment
interruption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836% 61.2% 37.9% 42% 37.8% 24.1%
TRAE leading to dose
reduction /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815% 51.7% 20.7% 30% 18.5% 10.3%
TRAE leading to treatment
discontinuation /H1118/H1118/H1118/H1118/H1118/H1118/H111810% 6.9% 7.8% 0% 5% 2.1%
TRAEs leading to death /H1118/H1118 1% 1.7% 2.6% 1.6% 0% 0%
Common AEs observed with these marketed drugs were either absent or infrequent in patients treated
with HJ891. Among those receiving HJ891, the incidence of TRAEs at 10% or higher included
hypercholesterolemia, diarrhea, anemia, elevated AST, ALT, /H9253-GT, and creatinine, as well as vomiting,
nausea, and upper abdominal pain. No TRAEs led to dose reduction or treatment discontinuation, and no
treatment-related deaths were observed.
Summary of Clinical Trials
Monotherapy
We commenced a single-arm pivotal Phase IIb clinical trial of HJ891 for the treatment of NSCLC
with KRAS
G12C mutation that has progressed following first-line standard therapies in June 2023. The trial
is currently ongoing.
Ongoing Pivotal Phase IIb Clinical Trial
Trial design. This is a multi-center, open-label single-arm clinical trial in patients with KRAS G12C
mutation NSCLC that has progressed following first-line standard therapies. The primary objective of the
trial is to evaluate the antitumor efficacy of HJ891 in patients with KRAS G12C mutated NSCLC who have
previously received first-line standard therapy. The secondary objectives are to assess the safety and
tolerability of HJ891 in these patients, as well as to characterize the long-term PK profile of HJ891 in
KRAS
G12C mutated NSCLC patients. The sample size was determined through consultation and agreement
with the CDE.
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Trial status. The Phase IIb trial was initiated in June 2023 and is currently ongoing.
Phase I/IIa Clinical Trial
Trial design. This is an open-label, single-arm Phase I/IIa clinical trial to evaluate the safety,
tolerability, PK, and preliminary anti-tumor activity of HJ891 in patients with advanced solid tumors. The
study consists of two sequential components: a dose-escalation Phase I and a dose-expansion Phase IIa.
The study enrolled patients with advanced solid tumors. According to the Technical Guidelines for
Clinical Trials of Antitumor Drugs, “since cytotoxic antitumor drugs are associated with significant
toxicity, first-in-human studies should generally be conducted in cancer patients rather than healthy
volunteers,” and “in early exploratory clinical studies, multiple tumor types should be included based on
preclinical findings to obtain preliminary results on tumor-type sensitivity.” As HJ891 was approved for
the treatment of solid tumors, this study enrolled patients with advanced solid tumors in accordance with
the relevant regulatory guidelines.
The dose-escalation phase is designed to identify the maximum tolerated dose (MTD) and to evaluate
the safety, tolerability, PK profile, and preliminary efficacy of HJ891, administered orally once daily
(QD). A traditional 3+3 dose-escalation design will be utilized, with 3 to 6 subjects per dose levels ranging
from 320 mg to 1,280 mg. The dose expansion phase was designed as follows: once a dose level was
deemed safe and showed preliminary efficacy, additional patients enrolled at this dose to further evaluate
safety, PK, and efficacy. Patients received HJ891 in continuous 21-day cycles, with efficacy assessed
every 2 cycles. Based on emerging PK and safety data from the QD cohorts, the sponsor and investigators
may jointly consider evaluating a twice-daily (BID) dosing regimen in subsequent cohorts.
Following identification of the MTD, recommended Phase 2 dose (RP2D), or another
pharmacologically and clinically appropriate dose level, the trial will transition into the dose-expansion
phase. This dose-expansion Phase IIa phase is intended to further characterize the safety, PK profile, and
preliminary efficacy of HJ891 at the selected dose in specific tumor types or patient populations, each
tumor-type cohort enrolled subjects based on the subsequent development plan for each indication. The
trial period continued until disease progression, intolerable toxicity, or other withdrawal criteria were met.
The primary objective of the study is to evaluate the safety and tolerability profile of HJ891.
Secondary objectives include characterization of the drug’s PK and preliminary anti-tumor efficacy.
Trial status. The Phase I portion commenced in October 2021, and was completed in July 2022,
followed by the Phase IIa portion in May 2022, and the Phase IIa portion was completed in January 2023.
Safety results. In the dose-escalation phase, no dose-limiting toxicities (DLTs) were observed at any
tested dose level, including 320 mg QD, 640 mg QD, 960 mg QD, 1280 mg QD, 480 mg BID, and 640
mg BID. Only one TRAE leading to dose reduction was reported in the 960 mg QD cohort. A single TRAE
resulting in treatment discontinuation and study withdrawal occurred in the 480 mg BID cohort. No
treatment-related deaths were reported across any dose level. Overall, HJ891 was well tolerated. In the
dose-expansion phase, three dosage regimens were studies, 640 mg QD, 960 mg QD and 480 mg BID. The
table below summarizes TEAEs observed across different dose cohorts:
640mg QD 960mg QD 480mg BID
(N=37) (N=9) (N=23)
Grade /H113503 AEs related to the investigational
product /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813.5% 22.2% 26.1%
AEs related to the investigational product and
resulting in dose interruption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.13% 11.11% 8.70%
AEs related to the investigational product and
resulting in dose reduction /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180 11.1% 0
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640mg QD 960mg QD 480mg BID
(N=37) (N=9) (N=23)
AEs related to the investigational product and
resulting in discontinuation of the drug /H1118/H1118/H1118/H1118/H1118/H11180 0 4.3%
AEs related to the investigational product and
resulting in death /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118000
Among all dose cohorts, the 640 mg QD cohort exhibited the most favorable overall safety and
tolerability profile and was identified as the RP2D.
Efficacy results. The 640 mg QD cohort demonstrated the most meaningful efficacy, achieving a
confirmed ORR of 47.2% and a DCR of 100%. The 960 mg QD cohort yielded a confirmed ORR of 33.3%
with a DCR of 88.9%, while the 480 mg twice-daily (BID) cohort showed a confirmed ORR of 43.5% and
a DCR of 91.3%. These results suggest that 640 mg QD offers the optimal therapeutic window among the
dose levels studied.
Tumor burden change from baseline (KRAS
G12C -mutated
NSCLC patients receiving HJ891 640 mg QD)
-100
-80
-60
-40
-20
0
20
40
60
Best percentage change in tumour
burden from baseline (%)
640 mg QD
HJ891 also demonstrated rapid clinical activity. Improvements in patient-reported symptoms,
including reduced cough, pain, and sputum production were observed, suggesting an enhanced quality of
life. It showed activity in patients previously treated with EGFR inhibitors who had developed resistance,
as well as in those with metastatic disease involving the brain, bone, lymph nodes, or adrenal glands. In
the broader NSCLC study population, the 640 mg QD dose yielded a confirmed ORR of 47.2%.
Conclusion. HJ891 has shown promising safety and efficacy in patients with KRAS
G12C-mutated
NSCLC. No dose-limiting toxicities were observed across all dose levels tested. The 640 mg QD dose
demonstrated the best overall profile, with a confirmed ORR of 47.2% and a DCR of 100% in the targeted
NSCLC population. HJ891 showed rapid onset of action and clinical benefits such as symptom relief and
activity in patients with multiple metastatic lesions. The favorable safety profile of HJ891 supports its
potential for combination with standard therapies across a range of solid tumors harboring KRAS
G12C
mutations.
Combination Therapy
We commenced a Phase Ib/III clinical trial in combination with toripalimab for the treatment of
non-squamous NSCLC with KRAS G12C mutation as combination therapy in January 2024, which is
expected to be completed in the first quarter of 2028.
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Ongoing Phase Ib/III Clinical Trial
Trial design. As HJ891 monotherapy had completed a Phase I/IIa clinical trial that established its
safety, PK profile, and preliminary efficacy, the Phase Ib/III clinical trial was subsequently designed with
reference to international cases of targeted therapy in combination with immunotherapy. The Phase Ib trial
includes both dose-escalation and dose-expansion parts to determine the recommended Phase III dose.
Following communication with the CDE, the Phase III trial will commence based on the confirmed dosing
regimen.
The sample size for the Phase Ib trial was designed based on the same rationale as the HJ891
monotherapy trial. The sample size for the Phase III will be statistically determined based on the Phase
Ib results and finalized in consultation with the CDE. The Phase Ib clinical trial consists of a
dose-escalation stage and a dose-expansion stage. In the dose-escalation stage, patients with advanced
non-squamous NSCLC with KRAS
G12C mutation who had failed one or more prior standard therapies were
enrolled. In the dose-expansion stage, treatment-naïve patients with advanced non-squamous NSCLC with
KRAS
G12C mutation were enrolled. The objectives of the trial are to evaluate the safety, tolerability,
recommended Phase III dose, preliminary efficacy, and PK profile of HJ891 in combination with
toripalimab.
The Phase III clinical trial enrolls treatment-naïve patients with advanced non-squamous NSCLC
with KRAS
G12C mutation. Eligible patients are randomized on a 1:1 basis to receive either HJ891 in
combination with toripalimab (Arm A) or toripalimab in combination with pemetrexed and platinum
(cisplatin or carboplatin) (Arm B), to compare the efficacy and safety of the two regimens, as the
combination of toripalimab with pemetrexed and platinum-based chemotherapy represents one of the
established standard-of-care regimens demonstrating favorable safety and efficacy.
The Phase Ib clinical trial consists of a dose-escalation stage followed by a dose-expansion stage.
The dose-escalation stage enrolls patients with advanced non-squamous NSCLC with KRAS
G12C
mutations who have progressed following at least one first-line or above standard treatment. The
dose-expansion stage includes treatment-naïve patients with advanced non-squamous KRAS
G12C
mutations NSCLC. The objectives of this phase are to evaluate the safety, tolerability, PK profile,
preliminary anti-tumor activity, as well as to determine the recommended Phase III dose (RP3D) for the
HJ891-toripalimab combination.
The Phase III trial is designed to further assess the efficacy and safety of the combination in the
first-line setting. Eligible patients with advanced non-squamous KRAS
G12C mutations NSCLC will be
randomized 1:1 to receive either (i) HJ891 in combination with toripalimab (Arm A), or (ii) toripalimab
in combination with pemetrexed and platinum-based chemotherapy (cisplatin or carboplatin; Arm B). The
study aims to compare the efficacy and safety between the two treatment regimens.
Trial status. As of the Latest Practicable Date, a total of 55 patients with advanced non-squamous
NSCLC had been enrolled in the study.
Safety results. As of the Latest Practicable Date, HJ891 in combination with toripalimab had
demonstrated a favorable safety and tolerability profile. The table below summarizes the safety profile of
HJ891 320 mg QD dose and 640 mg QD dose in combination with toripalimab 240 mg Q3W:
HJ891 (320mg, QD, po) +
Tor (240mg, Q3W, iv)
HJ891 (640mg, QD, po) +
Tor (240mg, Q3W, iv)
Grade /H113503 AEs related to the investigational
product /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843.8% 42.9%
TEAEs related to study treatment that result in
dose reduction of HJ891 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818.8% 25.0%
TEAEs related to study treatment that result in
permanent discontinuation of HJ891 /H1118/H1118/H1118/H1118/H1118/H1118/H11186.3% 3.6%
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The table below summarizes the most common TRAEs (incidence /H1135010%) observed:
TRAE
HJ891 (320mg, QD, po) +
Tor (240mg, Q3W, iv)
(N=16)
HJ891 (640mg, QD, po) +
Tor (240mg, Q3W, iv)
(N=28)
Total
(N=44)
Grade >=3 Total Grade >=3 Total Grade >=3 Total
Aspartate
aminotransferase
elevation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 (6.3%) 6 (37.5%) 2 (7.1%) 10 (35.7%) 3 (6.8%) 16 (36.4%)
Alanine aminotransferase
elevation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 (12.5%) 5 (31.3%) 1 (3.6%) 10 (35.7%) 3 (6.8%) 15 (34.1%)
Diarrhea /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 (12.5%) 7 (43.8%) 0 7 (25.0%) 2 (4.5%) 14 (31.8%)
/H9253-glutamyl transferase
elevation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 (12.5%) 5 (31.3%) 2 (7.1%) 6 (21.4%) 4 (9.1%) 11 (25.0%)
Anemia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180 5 (31.3%) 0 5 (17.9%) 0 10 (22.7%)
Hypercholesterolemia /H1118/H1118/H11181 (6.3%) 5 (31.3%) 1 (3.6%) 4 (14.3%) 2 (4.5%) 9 (20.5%)
Hypertriglyceridemia /H1118/H1118/H1118 0 4 (25.0%) 1 (3.6%) 3 (10.7%) 1 (2.3%) 7 (15.9%)
Serum alkaline
phosphatase elevation /H1118 0 4 (25.0%) 1 (3.6%) 3 (10.7%) 1 (2.3%) 7 (15.9%)
Hyperthyroidism /H1118/H1118/H1118/H1118/H1118/H11180 1 (6.3%) 0 8 (28.6%) 0 9 (20.5%)
Hypothyroidism /H1118/H1118/H1118/H1118/H1118/H1118/H11181 (6.3%) 4 (25.0%) 0 4 (14.3%) 1 (2.3%) 8 (18.2%)
Serum bilirubin
elevation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180 1 (6.3%) 2 (7.1%) 5 (17.9%) 2 (4.5%) 6 (13.6%)
Hypoalbuminemia /H1118/H1118/H1118/H1118/H11180 1 (6.3%) 0 5 (17.9%) 0 6 (13.6%)
Hypokalemia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 (6.3%) 1 (6.3%) 1 (3.6%) 5 (17.9%) 2 (4.5%) 6 (13.6%)
Hypocalcemia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180 1 (6.3%) 0 3 (10.7%) 0 4 (9.1%)
Hyperlipidemia /H1118/H1118/H1118/H1118/H1118/H1118/H11180 1 (6.3%) 0 4 (14.3%) 0 5 (11.4%)
Weight loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180 4 (25.0%) 0 1 (3.6%) 0 5 (11.4%)
Efficacy results. In the cohort receiving HJ891 (320 mg, QD, po) in combination with toripalimab
(240 mg, Q3W, iv), the ORR was 56.3%, and DCR was 100%. In the HJ891 (640 mg, QD, po) plus
toripalimab (240 mg, Q3W, iv) cohort, the ORR improved to 77.8%, with a DCR of 96.3%. Among
patients with a PD-L1 tumor proportion score (TPS) of 50% or higher, the ORR of HJ891 (640mg, QD,
po) plus toripalimab (240 mg, Q3W, iv) cohort further increased to 92.3%. These data demonstrate that
HJ891, when combined with toripalimab, exhibits strong antitumor activity in advanced non-squamous
NSCLC, with the 640 mg QD dose of HJ891 yielding the most favorable efficacy outcomes.
Tumor burden change from baseline (KRAS
G12C -mutated Non-squamous NSCLC patients
receiving HJ891 640mg QD + Toripalimab 240mg Q3W)
PD-L1 TPS≥50%
640mg HJ891+
240mg Toripalimab
-100
-80
-60
-40
-20
0
20
Best percentage change in tumour
burden  from baseline (%)
The waterfall plot illustrates the best percentage
change in target lesion size from baseline in patients
with PD-L1 TPS of 50% or higher who were treated
with HJ891 (640 mg, QD, po) in combination with
toripalimab (240 mg, Q3W, iv).
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Conclusion. In combination with toripalimab, HJ891 has demonstrated encouraging antitumor
activity and an acceptable safety profile in patients with advanced non-squamous NSCLC with KRAS G12C
mutations. In patients with PD-L1 TPS of 50% or higher, the combination therapy yielded an ORR of
92.3%, indicating enhanced efficacy in this biomarker-defined subgroup.
These findings suggest that the combination of HJ891 and toripalimab may offer superior clinical
benefit, particularly for patients with high PD-L1 expression.
Summary of Preclinical Studies
We conducted a series of preclinical studies in order to characterize the pharmacodynamics (PD), PK
and toxicology profile of HJ891. In NCI H358, MIA PaCa-2, NCI H358 3D and MIA PaCa-2 3D cell lines,
HJ891 demonstrated greater antiproliferative activity than sotorasib.
Additionally, HJ891 exhibits a unique pharmacokinetic distribution profile, with preferential
accumulation in pulmonary tissue. In a tissue distribution study conducted in tumor-bearing Balb/c-nu
mice following oral administration, HJ891 exposure in the lung was significantly higher than in the liver
and kidneys. Notably, lung tissue concentrations also exceeded plasma levels, indicating targeted
pulmonary distribution.
Material Communications With Competent Authorities
Monotherapy
We received an IND approval from the NMPA to initiate clinical trials for the treatment of solid
tumors in April 2021. We initiated a Phase I/IIa clinical trial in October 2021. Specifically, the Phase I
portion commenced in October 2021, and was completed in July 2022, followed by the Phase IIa portion
in May 2022, and the Phase IIa portion was completed in January 2023. Based on confirmation from the
NMPA, the Phase I/IIa clinical trial of HJ891 as monotherapy has been completed in full. We consulted
with CDE in January 2023 for on (a) the feasibility of pursuing conditional approval for HJ891 as a
monotherapy for NSCLC with KRAS
G12C mutation that has progressed following first-line standard
therapies based on a single-arm Phase IIb study following Phase I/IIa results, and the CDE indicated this
is feasible, (b) using ORR as the primary endpoint for the pivotal Phase IIb trial, and the CDE agreed, and
(c) the sample size for the Phase IIb trial, and the Company and the CDE reached consensus. We received
their approval in April 2023 confirming the feasibility of adopting a single-arm study design in patients
with advanced NSCLC with KRAS
G12C mutations who have previously received at least one systemic
therapy, for the purpose of supporting the conditional approval and marketing of HJ891 as monotherapy.
We expect to complete the trial in August 2026 and submit an NDA of HJ891 as monotherapy thereafter.
Combination Therapy
We received an IND approval from the NMPA to initiate clinical trial of HJ891 in combination with
toripalimab for the treatment of non-squamous NSCLC with KRAS
G12C mutation as combination therapy
as a first-line treatment in July 2023. We initiated a Phase Ib clinical trial in January 2024 and expect to
complete the trial in June 2026 and plan to initiate the Phase III clinical trial after completing the Phase
Ib clinical trial and consulting with the CDE.
As of the Latest Practicable Date, we had not received any relevant regulatory agency’s concerns or
objections to the commencement of any of our clinical trials or our clinical development plans. No
material adverse changes had occurred since we obtained the IND approvals.
Next Steps
For HJ891 as monotherapy, we plan to submit an NDA to the NMPA in the second half of 2026. We
expect the NMPA would require us to conduct a confirmatory Phase III trial within four years after
granting the conditional approval. Under the draft revised Procedures for Review and Approval of
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Applications for Conditional Marketing Approval of Drugs (published July 8, 2025 by the NMPA), a
sponsor must submit an application for conditional marketing approval along with all required supporting
materials. When conditional approval is based on early phase clinical data, the sponsor must also provide
evidence that the confirmatory study has been initiated (when the first subject signed informed consent
form). Any required post-approval confirmatory studies will generally be completed within four years of
conditional approval.
For HJ891 as combination therapy with toripalimab, we plan to complete the Phase Ib in June 2026.
The objectives of Phase Ib are to evaluate the safety, tolerability, PK profile, preliminary anti-tumor
activity, as well as to determine the RP3D for the HJ891-toripalimab combination. The Phase Ib dose
escalation and expansion stages are designed to generate the key safety, exposure, and activity data in both
pretreated and treatment naive patients needed to support Phase III planning (dose selection, population,
endpoints). The dose-escalation stage is designed to assess the safety, PK and efficacy of HJ891 combined
with toripalimab in patients with NSCLC, equivalent to a conventional Phase I trial. The dose-expansion
stage evaluates multiple-dose levels in a larger NSCLC cohort to further assess efficacy and safety and to
determine the RP3D, equivalent to a conventional Phase II study. Toripalimab is an approved drug, and
the efficacy and safety of HJ891 as monotherapy have been adequately investigated in clinical trials.
According to the protocol, the Phase Ib trial includes comprehensive efficacy monitoring for cancer
patients, with each treatment cycle lasting 21 days and treatment continuing until disease progression or
other termination criteria are met. We plan to initiate the Phase III clinical trial in the second half of 2026,
with expected completion in the second half of 2029. We also plan to submit an IND application to the
FDA in the second half of 2026.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET HJ891
SUCCESSFULLY.
Our Key Drug Candidate
HJ197
HJ197 is an inhibitor of fibroblast growth factor receptor 4 (FGFR4). We are developing HJ197 as
a monotherapy for the treatment of hepatocellular carcinoma (HCC). The FGFR4 inhibitor exerts
anti-tumor effects by blocking FGFR4 kinase activity and its downstream signaling pathways. Compared
to fisogatinib, the first FGFR4 inhibitor to enter clinical trials, HJ197 demonstrated a more favorable
safety profile and improved efficacy. It also showed superior enzymatic inhibitory activity against FGFR4,
enhanced efficacy in various in vitro cellular and in vivo animal models, and more favorable PK properties.
HJ197 also exhibits a distinct tissue distribution advantage, with significantly high accumulation in the
liver.
We received the IND approval from the NMPA in November 2018 for the treatment of HCC. We
initiated a Phase I/IIa clinical study to evaluate the safety, tolerability, PK and antitumor activity of HJ197
capsule in patients with advanced HCC in June 2019. Specifically, the Phase I portion of the study
commenced in June 2019 and was completed in October 2021. The Phase IIa portion commenced in July
2020 and was completed in October 2023. We received an approval from the NMPA for commencing a
Phase III clinical trial to evaluate the safety and tolerability of HJ197 in patients with advanced HCC in
August 2023 and plan to initiate this trial in July 2026.
In November 2020, our Company and our wholly owned subsidiary Shanghai Zheye entered into the
HJ197 Agreement with Junshi Biosciences with respect to the joint development and commercialization
of HJ197 in the Collaboration Area. In June 2025, our Company, Shanghai Zheye, Junshi Biosciences and
Junze Chuangyao entered into the HJ197 Novation Agreement (together with the HJ197 Agreement, the
“HJ197 Agreements ”). Pursuant to the HJ197 Agreements, Junze Chuangyao has the option to pay 50%
of the actual expenses incurred in Phase I, Phase II and Phase III clinical trials, thereby acquiring a 50%
rights and interests in HJ197 in the Collaboration Area. See “—Collaborations” in this prospectus for
details.
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Mechanism of Action
The FGFR inhibitors target the FGF19 pathway in HCC by blocking the interaction between FGF19
and its receptor, FGFR. This inhibition prevents the activation of downstream signaling pathways, such as
MAPK and PI3K/AKT, which are responsible for promoting tumor cell proliferation and survival. By
disrupting these signals, FGFR inhibitors reduce tumor growth and may also alter the tumor
microenvironment, leading to decreased angiogenesis and enhanced immune response. This therapeutic
approach is particularly promising for HCC patients with elevated FGF19 levels, offering a potential
strategy to improve clinical outcomes:
Market Opportunity and Competition
Liver cancer is the fourth leading cause of cancer-related deaths globally, with HCC making up 90%
of all liver cancer cases, according to CIC. Key risk factors for HCC include hepatitis B and C infections,
alcohol consumption and obesity. In China, the prevalence of HCC accounts for 50% of all global HCC
cases. Despite the slight decreases in incidence of HCC in China mainly as a result of widespread hepatitis
B virus (HBV) vaccination programs, the market size of targeted therapies increased from RMB5.1 billion
in 2020 to RMB15.2 billion in 2025 and is expected to further increase to RMB22.9 billion in 2030.
Common treatments for liver cancer include surgery, transplantation, ablation, endovascular therapy,
radiation, systemic therapy, and traditional Chinese medicine. Because liver cancer is highly malignant
and progresses quickly, less than 30% of patients are eligible for curative treatments at diagnosis. Systemic
therapy is crucial for intermediate to advanced liver cancer. New targeted drugs and immunotherapies have
improved outcomes for advanced HCC. However, only a few patients benefit significantly, and many do
not respond well. Combination therapies can extend survival but are mainly used initially, leaving further
treatment options needed for later stages. Current therapies also have side effects like hypertension and
immune reactions. Thus, precise treatment plans are essential to enhance survival and quality of life for
advanced liver cancer patients. As the most promising target in the treatment for HCC, no FGFR4-
selective inhibitor has been approved yet globally with several such drugs under clinical trials.
Specifically, the market for FGFR4-targeted therapies is projected to grow at a CAGR of 54.5% from 2028
to 2032.
In advanced HCC, resistance to current treatments often limits long-term survival; FGFR4 selective
inhibitors may help overcome resistance and provide a more precise option to improve outcomes. Given
the scarcity of effective targeted drugs, market penetration for FGFR4 inhibitors is expected to begin at
about 4% and rise to roughly 20% by 2032.
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As of the Latest Practicable Date, no FGFR4 inhibitors had been approved in China. The current
treatment of FGFR4 overexpressed HCC includes chemotherapy, VEGFR inhibitors, and immunotherapy,
with a target patient population of second-line HCC reaching 6.6 thousand in China in 2025. As of the
Latest Practicable Date, there were three FGFR4-selective inhibitors for the treatment of HCC, registered
with the CDE in phase II or later development. See “Industry Overview—HCC—Competitive Landscape
of FGFR4-selective Inhibitors in China” in this prospectus for details.
Our Advantages
 Superior enzymatic inhibitory potency and selectivity . HJ197 demonstrated superior enzymatic
inhibitory potency and selectivity against FGFR4 compared to fisogatinib. HJ197 inhibits FGFR4
kinase activity with an IC
50 of less than 1 nM, which is more potent than fisogatinib (IC 50: 5 nM).
HJ197 shows substantially weaker inhibition against FGFR1, FGFR2 and FGFR3, with IC 50 values
approximately 1,500 fold higher than its FGFR4 IC 50, compared to approximately 120 to 440 fold
for fisogatinib, indicating greater FGFR4 selectivity for HJ197. Broad kinase profiling across over
400 kinases showed that HJ197 had IC
50 values greater than 1,000 nM for all non-target kinases,
indicating high selectivity and significantly reducing the risk of off-target safety concerns. The table
below presents the IC
50 values of HJ197 and fisogatinib in inhibiting FGFR kinases, highlighting the
superior potency and selectivity of HJ197 against FGFR4 compared to fisogatinib.
Kinase inhibitory activity assay, IC 50 FGFR 4 Isoform Selectivity
HJ197 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118<1 nM > 1500-fold
Fisogatinib /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 nM 120~440-fold
 Favorable tissue distribution profile . In a study assessing tissue concentrations following oral
administration in rats, HJ197 showed the highest exposure in the liver, approximately twice that of
plasma, followed by adrenal glands and stomach, where the exposure levels were comparable to
plasma. Exposure in other tissues, including the small intestine, lungs, and kidneys, was lower than
in plasma. These results demonstrate that HJ197 is preferentially distributed to the liver, a key target
organ in HCC, which may contribute to its improved efficacy and safety in clinical settings.
 Improved efficacy . In our Phase I/IIa clinical trial, HJ197 demonstrated significantly improved
efficacy compared to fisogatinib. In the 300 mg/day dose cohort, HJ197 achieved an ORR of 30%
in the target HCC population.
 Favorable safety profile . In a 7-day subacute toxicity study, HJ197 showed no apparent toxicity at
doses up to 500 mg. In contrast, fisogatinib induced AEs such as diarrhea and body weight loss at
100 mg. HJ197 demonstrated an onset dose of 5 mg/kg, compared with 15 mg/kg for fisogatinib.
These data suggest HJ197 has a broader therapeutic index, supporting its potential for safer and more
effective dosing in clinical use.
In our Phase I/IIa clinical trial, HJ197 demonstrated a favorable safety profile compared to
fisogatinib. At the RP2D of 300 mg/day—half the RP2D of fisogatinib (600 mg/day)—the incidence of
TRAEs of grade 3 or higher was 27.6% for HJ197, lower than the 41% reported for fisogatinib. Overall,
HJ197 offers improved safety at a lower therapeutic dose, supporting its potential as a best-in-class FGFR4
inhibitor.
Summary of Clinical Trials
Phase I/IIa Clinical Trial
We received the IND approval from the NMPA in November 2018 and initiated the Phase I/IIa
clinical trial in June 2019 to evaluate the safety and tolerability of HJ197 in patients with advanced HCC.
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Trial design. This is an open-label, single-arm Phase I/IIa clinical study, consisting of two parts: a
dose-escalation phase (Phase I) and a dose-expansion phase (Phase II). In the dose-escalation phase,
HJ197 capsules will be administered orally twice daily (BID) at doses ranging from 80 to 400 mg/day
following a standard 3+3 design. Based on PK and other study data, once-daily (QD) dosing may also be
explored if deemed appropriate. All subjects in the dose-escalation phase will be evaluated for
dose-limiting toxicities (DLTs). In the dose-expansion phase, a dose and dosing frequency (QD or BID)
will be selected based on the safety, tolerability, and PK results from the dose-escalation phase. DLT
assessments will not be performed during this phase.
The primary objective of the study is to evaluate the safety and tolerability of repeated oral
administration of HJ197 capsules in patients with advanced HCC, and to determine the maximum tolerated
dose (MTD) and the RP2D. The secondary objectives are to assess the PK profile of HJ197 in patients with
advanced HCC and to evaluate its preliminary anti-tumor efficacy.
The Phase I portion evaluates the safety and PK profile of HJ197 in patients with HCC through a
dose-escalation design, consistent with a conventional Phase I trial. The Phase IIa portion evaluates the
efficacy and safety of HJ197 at the selected dose levels with the objective of determining the
recommended dose for a subsequent Phase III clinical trial, and is conducted as an independent study
consistent with a conventional Phase II trial design.
Trial status. The Phase I portion of the study commenced in June 2019 and was completed in October
2021. The Phase IIa portion commenced in July 2020 and was completed in October 2023.
Safety results. HJ197 demonstrated a favorable safety and tolerability profile in the Phase I/IIa
clinical study. The trial included six dose-escalation cohorts (80, 120, 160, 200, 300, and 400 mg/day
BID), followed by dose expansion at 120 mg/day and 300 mg/day. No DLTs were observed at doses up
to 300 mg/day, while one DLT (elevated blood bilirubin) occurred in the 400 mg/day group. The incidence
of grade 3 or higher TRAEs remained relatively low across dose groups, with 27.6% observed in the 300
mg/day group, which was selected as the RP2D.
At the RP2D, the most common TRAEs (occurring in 10% or more of patients) included diarrhea,
elevated AST/ALT, hyperbilirubinemia, increased bile acids, proteinuria, thrombocytopenia,
hypoalbuminemia, leukopenia, hyperuricemia, neutropenia, vomiting, abdominal distension, abnormal
liver function, rash, and anemia. These events were generally manageable, and no TRAEs led to treatment
discontinuation. Dose reductions due to TRAEs were infrequent, further supporting the drug’s favorable
tolerability.
Efficacy results. In the 300 mg/day dose cohort of the target population, HJ197 demonstrated an
ORR of 30% in the target HCC population.
HJ197 showed clinical efficacy across various subtypes of HCC, including patients with underlying
hepatitis B, hepatitis C, fatty liver disease, and cirrhosis. Given that hepatitis B is the predominant cause
of liver cancer in China, while hepatitis C and non-viral factors (e.g., alcohol use and obesity) are more
common in Western countries, the drug’s broad activity is notable. In the clinical trial, one HCC patient
with hepatitis C infection achieved a PFS of 21.8 months. Among participants with comorbid fatty liver
and cirrhosis, one patient achieved a PFS of 31.5 months and a duration of response (DOR) of 21.0
months.
PK. In this trial, HJ197 was quickly absorbed with AUC and C
max showing a generally increasing
trend with increasing doses.
PD. In this trial, after administration of HJ197, a significant increase in serum FGF19 levels was
observed in subjects, indicating that HJ197 effectively inhibits the FGF19/FGFR4 signaling pathway.
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Conclusion. HJ197 demonstrated a manageable safety profile and antitumor activity. At the RP2D of
300 mg/day (BID), treatment led to increases in plasma FGF19 and bile acids and decreases in cholesterol,
indicating effective inhibition of the FGF19/FGFR4 pathway. In the target patient population, HJ197
achieved an ORR of 30%, suggesting potential clinical benefit for patients with FGFR4-driven HCC.
Material Communications with Competent Authorities
We received the IND approval from the NMPA in November 2018 for the treatment of HCC.
We consulted with CDE in May 2023 and received their approval in August 2023 for commencing
a pivotal registration study in patients with advanced HCC exhibiting high FGFR19 expression who have
previously undergone at least two lines of standard therapy. The study is designed as a randomized,
controlled clinical trial to evaluate the efficacy and safety of HJ197 in combination with best supportive
care (BSC) compared to placebo in combination with BSC.
We received an approval from the NMPA in August 2023 for commencing Phase III clinical trial.
As of the Latest Practicable Date, we had not received any relevant regulatory agency’s concerns or
objections to the commencement of any of our clinical trials or our clinical development plans. No
material adverse changes had occurred since we obtained the IND approvals and up to the Latest
Practicable Date.
Next Steps
We plan to initiate a Phase III clinical trial in patients with HCC in July 2026 and expect to complete
such trial in the second half of 2029. We also plan to submit an IND application for solid tumors to the
NMPA in the first half of 2027.
Although regulatory approval was obtained in August 2023, the Phase III trial is scheduled to
commence in July 2026. The extended preparatory period reflects the complexity of conducting trials in
advanced HCC patients who have received two or more prior therapies. Such patients typically have poor
physical condition and reduced quality of life, requiring comprehensive evaluation and selection of trial
sites and principal investigators to ensure optimal supportive care and medical management. During this
period, we have also evaluated HJ197’s safety and preliminary efficacy in other solid tumors to assess
potential indication expansion and inform our clinical development strategy. We consider this preparatory
work necessary to ensure our Phase III trial quality.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET HJ197
SUCCESSFULLY.
Our Preclinical Drug Candidates
HJ356
HJ356 is an Lp(a) inhibitor designed to treat patients with high Lp(a) to reduce the risk of
cardiovascular disease and atherosclerosis. Lp(a), a lipoprotein particle formed by the interaction of LDL
particles with apolipoprotein(a) (apo(a)), is an independent cardiovascular risk factor. HJ356 is designed
to disrupt the initial non-covalent interaction between apo(a) and apolipoprotein B100, thereby preventing
the formation of disulfide bonds and Lp(a) and reducing the level of Lp(a). The structure of HJ356 has
been optimized to strengthen target binding affinity. Elevated lipoprotein (a) (Lp (a)) represents the most
prevalent genetic lipid disorder, typically defined as plasma levels exceeding 50 mg/dL or 125 nmol/L, and
affects over 1.4 billion individuals globally. Affecting roughly 20% of the global population, elevated
Lp(a) is a key driver of residual cardiovascular risk.
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SPR Analysis of HJ356 Binding to and Dissociation from Human Plasminogen
Compound KD for human
plasminogen binding
HJ356 75.1 nM
Muvalaplin 35.2 nM
Human plasminogen is the pro-enzyme precursor
of the primary fibrinolytic protease plasmin. If
plasminogen activation is inhibited, plasmin is
not generated, resulting in reduced fibrinolysis
and increased risk of thrombosis. Human
plasminogen shares high structural homology
with apo(a) in conserved Kringle domains. If an
Lp(a) inhibitor exhibits weak binding affinity
toward human plasminogen, this suggests a
lower risk of interfering with plasmin activation,
impairing fibrinolytic function, and
consequently causing adverse thrombotic side
effects. HJ356 showed reduced binding affinity
to plasminogen relative to Muvalaplin,
suggesting that HJ356 has a lower risk of
inhibiting plasminogen activity.
Efficacy of 14-day Dosing Followed by a 14-day Recovery Period
on Lp(a) Levels in Cynomolgus Monkeys
5 1 01 52 02 53 0
0
25
50
75
100
Lp(a) percentage change from baseline
(mean±SEM)
Vehicle
HJ356 1 mg/kg QD p.o.
Muvalaplin 1 mg/kg QD p.o.
Dosing period Withdrawal recovery period
Days In cynomolgus monkey studies, HJ356 (1 mg/kg,
QD, p.o.) demonstrated significantly greater
reduction in Lp(a) levels compared to
Muvalaplin (1 mg/kg, QD, p.o.) following 10
consecutive days of oral administration. In a
14-day dosing and 14-day recovery study
conducted in cynomolgus monkeys, compared to
Muvalaplin (1 mg/kg, QD, po), HJ356 (1 mg/kg,
QD, po) showed a significantly greater
percentage reduction from baseline in Lp(a) both
after 14 consecutive days of dosing and
throughout the recovery period. HJ356 also
demonstrated good safety. In a long-term
toxicity study in rats and cynomolgus monkeys,
oral administration of HJ356 at 1000 mg/kg for
28 days resulted in continuous body weight gain
with no observed related adverse reactions.
HJ356 has demonstrated a favorable safety
profile in preclinical studies. We plan to submit
an IND application to the NMPA and the FDA in
the second half of 2026.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET HJ356
SUCCESSFULLY.
HJ093
HJ093 is a novel SMDC consisting of a small molecule conjugation arm and a payload that targets
the RAS/MAPK signaling pathway. We plan to submit an IND application to the NMPA in the second half
of 2026.
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Proliferation Inhibitory Activity of HJ093 payload in KRAS-mutant and
BRAF V600E-mutant Tumor Cells
Mutation Tissue Type Cell Line
HJ093 payload
(IC50, nM)
KRAS G12D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118NSCLC A-427 19.65
PDAC Panc 04.03 12.21
CRC LS174T 3.58
PDAC AsPC-1 4.28
KRAS G12C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PDAC MIA PaCa-2 8.10
NSCLC NCI-H358 2.20
KRAS G12V /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118CRC SW620 0.32
KRAS A146T /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118CRC LS1034 1.53
KRAS G12S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118NSCLC A549 19.45
KRAS G13D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118CRC HCT116 22.54
KRAS G12R /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PDAC PSN-1 1.03
BRAF V600E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118CRC HT-29 3.15
CRC COLO 201 0.16
melanoma A375 1.80
HJ093 payload exhibited potent inhibitory activity against cell proliferation in KRAS-mutant and
BRAF V600E-mutant tumor cells. HJ093 exhibited superior tumor growth inhibition relative to
RMC-6236 in the NCI-H358 KRAS
G12C-mutant NSCLC xenograft model, also demonstrated greater
efficacy than the dabrafenib plus trametinib combination in the A375 BRAF V600E-mutant melanoma
xenograft model. HJ093 also demonstrated favorable antitumor activity in the CT26 KRAS
G12D-mutant
collector cancer model.
In Vivo Antitumor Efficacy of HJ093 in KRAS- and BRAF-Mutant Tumor Models
In Vivo Animal Model Group TGI (%)
KRAS G12C-Mutant NSCLC NCI-H358
CDX Model (Day 30) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMC-6236 (3 mg/kg, QD, p.o.) 20.53
HJ093 (1.95 mg/kg, Q4D, i.p.) 129.52
BRAF V600E-Mutant Melanoma A375
CDX Model (Day 22) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Dabrafenib + Trametinib (30mg/kg+1
mg/kg, QD, p.o.)
94.58
HJ093 (1.95 mg/kg, Q4D, i.p.) 116.41
KRAS G12D-Mutant Colorectal Cancer
CT26 CDX Model (Day 18) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HJ093 (1.95 mg/kg, Q4D, i.p.) 85.06
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET HJ093
SUCCESSFULLY.
HJ199
HJ199 is an oral inhibitor that acts on RAS in its active (“ON”) state. RAS is one of the most
frequently mutated oncogenes in human cancers, commonly found in lung, pancreatic, and colorectal
malignancies. In China alone, an estimated 1.5 million new cancer cases each year involve RAS mutations.
KRAS is the most commonly mutated RAS isoform, accounting for approximately 86% of RAS mutant
cancers. Among KRAS variants, G12D, G12V , and G12C are the most prevalent, at roughly 29%, 23%,
and 15%, respectively.
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SPR Analysis of HJ199 Binding to and Dissociation from KRAS Proteins
Target
HJ-199
KD (nM)
RMC-6236
KD (nM)
HJ199 exhibits 13–20 fold
higher binding affinity for tri-
complex formation with
KRAS
G12C, KRAS G12V and
KRASG12D proteins compared
to RMC-6236.
Tri-Complex /H1118/H1118/H1118/H1118KRASG12C-GMPPNP 2.64 34.72
KRASG12V-GMPPNP 3.57 72.64
KRASG12D-GMPPNP 27.66 383.83
IC50 Values of HJ199 Disrupting RAS-CRAF Binding
Mutant types
HJ-199
IC50 (nM)
RMC-6236
IC50 (nM)
Potency (fold)
HJ-199 vs
RMC-6236 HJ199 effectively inhibited the
binding of active KRAS to the
downstream effector CRAF,
with potency about 3–21-fold
higher than that of RMC-6236.
KRAS G12C /H1118/H1118/H1118/H1118/H1118/H11180.96 10.66 11.1
KRAS G12V /H1118/H1118/H1118/H1118/H1118/H11180.92 3.15 3.4
KRAS G12D /H1118/H1118/H1118/H1118/H1118/H11180.60 12.67 21.1
HJ199 shows potent, nanomolar antiproliferative activity across multiple RAS mutant tumor cell
lines and demonstrates significant tumor growth inhibition in vivo in xenograft models. We are currently
conducting preclinical studies of HJ199. HJ199 demonstrates markedly improved anti-proliferative
potency over RMC-6236, with robust inhibitory activity against multiple RAS-mutant tumor cell lines.
 Lung
(NCI-H441)-
KRAS G12V
 Colorectal
(COLO678)-
KRAS G12D
 Pancreas
(AsPC-1)-
KRAS G12D
 Pancreas
(PSN-1)-
KRAS G12R
 Lung
(NCI-H358)-
KRAS G12C
IC50 of RMC-6236
IC50 of HJ199
0.06
2.61
21.23
43.5x 2.13
38.43
2.17 0.66
15.29
1.33
5.95
10.0x
17.7x
23.2x
(nM)
4.5x
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET HJ199
SUCCESSFULLY.
HJ198
HJ198 is a potent, oral molecular glue inhibitor targeting KRAS G12V variants. KRAS G12V is among
the most frequent RAS hotspot mutation categories. We are currently conducting preclinical studies of
HJ198.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET HJ198
SUCCESSFULLY.
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HJ086
HJ086 is an oral small molecule inhibitor of interleukin-2-inducible T-cell kinase (ITK) for the
treatment of autoimmune diseases such as AD. ITK belongs to the Tec family of tyrosine kinases and is
predominantly expressed in T cells, where it plays a critical role in T cell receptor (TCR) signaling. ITK
is involved in key processes including T cell development and Th2, Th9, and Th17 immune responses,
thereby regulating the expression of pro-inflammatory cytokines that contribute to autoimmune disease
pathology.
In preclinical studies, HJ086 demonstrated superior inhibitory activity against ITK compared to
soquelitinib, with improved selectivity over related kinases BTK (Bruton’s tyrosine kinase) and TXK (Txk
tyrosine kinase).
IC50(nM)
Selectivity Index
(IC50 of BTK or TXK / IC 50 of ITK)
ITK BTK TXK
HJ086 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.4 2207 723
Soquelitinib /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.0 624 156
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET HJ086
SUCCESSFULLY.
COLLABORATIONS
Collaboration With Respect to HJ197
HJ197 Agreement
In November 2020, our Company and our wholly owned subsidiary Shanghai Zheye entered into a
technology license and collaboration agreement (the “ HJ197 Agreement ”) with Shanghai Junshi
Biosciences Co., Ltd. (“ Junshi Biosciences ”) with respect to the joint development and commercialization
of HJ197 in all Asian countries and regions (the “ Collaboration Area ”).
On June 18, 2025, our Company, Shanghai Zheye, Junshi Biosciences and Shanghai Junze
Chuangyao Biotechnology Company Limited, an associate of Junshi Biosciences (“ Junze Chuangyao ”)
entered into a four-party agreement (the “ HJ197 Novation Agreement ”) to novate the rights and
obligations under the HJ197 Agreement. Pursuant to the HJ197 Novation Agreement, the parties agree that
all rights and obligations of Junshi Biosciences are transferred to Junze Chuangyao on the date of the
HJ197 Novation Agreement. Junze Chuangyao is owned 45% by Mr. Ni Shuaijian, 35% by Shanghai
JunTop Biosciences Co., Ltd. (“ JunTop Biosciences ”), and 20% by Mr. Zhou Shuping. To the best
knowledge of our Directors, JunTop Biosciences is controlled by Junshi Biosciences. Mr. Ni Shuaijian and
Mr. Zhou Shuping are independent third parties.
For clarity and convenience, the key terms of the HJ197 Agreement (as novated) and the HJ197
Novation Agreement (together, the “ HJ197 Agreements ”) are summarized together below and are not set
out separately. In this consolidated summary, references to Junshi Biosciences will be replaced directly
with Junze Chuangyao, reflecting the transfer of all rights and obligations as of June 18, 2025, under the
HJ197 Novation Agreement.
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 Scope of Collaboration. The parties agree to conduct joint development and commercialization
of HJ197 in the Collaboration Area. Both our Company and Junze Chuangyao shall each hold
50% of the rights and interests in HJ197 in the Collaboration Area. Shanghai Zheye shall hold
no rights and interests in HJ197 in the Collaboration Area. Junze Chuangyao shall also have
priority right to negotiate with respect to the development and commercialization of HJ197
outside the Collaboration Area.
 Covered Patents and the License Scope. Shanghai Zheye exclusively licenses its right under
one patent application to our Company and Junze Chuangyao, and our Company exclusively
licenses its right under two patent applications to Junze Chuangyao in the Collaboration Area.
All three patent applications relate exclusively to HJ197. Junze Chuangyao shall also have
sub-licensing rights of such patents. The parties further agree that our Company and Junze
Chuangyao shall co-own on a 50:50 basis any intellectual property rights associated with
HJ197 in the Collaboration Area (including those developed before or after the date of the
HJ197 Agreement by us), including any licensing rights. Expenses incurred in any subsequent
intellectual property application and maintenance associated with HJ197 in the Collaboration
Area will also be borne 50:50 by our Company and Junze Chuangyao. If a party decides to
assign its interests in any new intellectual property derived from the collaboration to a third
party, the other party shall have priority for transfer. If a party decides to out-license any new
intellectual property derived from the collaboration to a third party, the other party shall be
entitled to 50% of any fees received from such out-licensing. Our Company will retain sole
ownership of any intellectual property rights in HJ197 outside the Collaboration Area.
 Joint Steering Committee. The parties agree to establish a joint steering committee (the “ JSC”)
to oversee the joint clinical development of HJ197. The JSC will consist of four
representatives, with two from each of our Company and Junze Chuangyao. The JSC will plan,
review, and oversee clinical-stage development for HJ197, provide regular progress updates,
and participate in key decisions and issue resolution to ensure smooth execution. The JSC will
meet quarterly to review project status and related matters. In case of emergencies or other
special circumstances, either Party may call an ad hoc meeting. Each party will designate one
highly experienced expert in its field to serve as a JSC project lead. By mutual written
agreement, the parties may adjust the number of JSC core technical members or change the
project lead(s) as needed for the collaboration. The parties agree that the JSC will address key
issues arising in clinical research through scientific, collaborative discussion. If consensus
cannot be reached, the parties will, in a spirit of amicable consultation, use reasonable best
efforts to explore solutions and strive to reach agreement.
 Clinical Development. Our Company and Junze Chuangyao shall be jointly responsible for
clinical development of HJ197 in the Collaboration Area under the oversight of the JSC, while
our Company shall lead the clinical studies of HJ197 in the Chinese Mainland and conduct the
Phase III clinical trial. Our Company and Junze Chuangyao shall bear, on a 50:50 basis, the
clinical development costs associated with any clinical trials mutually approved by the parties.
If our Company decides to proceed with the clinical development and Junze Chuangyao
disagrees for a sufficient reason, Junze Chuangyao has the right to terminate the HJ197
Agreement. Our Company may then proceed the clinical development at our own costs, while
Junze Chuangyao retains certain rights of HJ197 upon its marketing approval depending on the
stage of clinical development at the time of termination. Our Company and Junze Chuangyao
shall co-own on a 50:50 basis any intellectual property rights associated with HJ197 in the
Collaboration Area for any intellectual property derived from the collaboration prior to such
termination.
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Before submitting the NDA, (i) Junze Chuangyao has the option to pay 50% of the actual
expenses incurred in Phase I, Phase II and Phase III clinical trials, thereby maintaining 50%
rights and interests in HJ197 in the Collaboration Area. The allocation of remaining clinical
expenses will be settled by our Company and Junze Chuangyao based on actual costs incurred
after the last patient exits the Phase III clinical trial, with a related settlement agreement to be
signed; and (ii) if Junze Chuangyao opts not to bear the clinical trial expenses, the HJ197
Agreements will be deemed as terminated by Junze Chuangyao during the clinical stage as set
forth under the HJ197 Agreement, and Junze Chuangyao will retain 20% rights and interests
in HJ197 in the Collaboration Area.
 Commercialization. After the commercial launch of HJ197, our Company and Junze
Chuangyao will jointly explore suitable sales methods for HJ197. Under equal conditions,
Junshi Biosciences will be given priority as the contract sales organization. Our Company
retains final decision-making authority regarding the commercialization of HJ197. However, if
Junze Chuangyao chooses to share 50% of the clinical trial expenses, thereby acquiring a 50%
rights and interests in HJ197, the specific sales method shall be jointly determined by our
Company and Junze Chuangyao, with our Company having final decision-making authority in
the event that an agreement is not reached through negotiation.
 Registration and Manufacturing. The JSC shall oversee the IND application, registration
application, MAH application and manufacturing matters in the Collaboration Area. Our
Company shall be the MAH of HJ197 while Junze Chuangyao shall have joint decision-making
authority on matters relating to MAH’s rights.
 Profit Sharing. Profits from sales of HJ197 in the Collaboration Area will be shared between
the Company and Junze Chuangyao in accordance with their respective rights and interests in
HJ197 under the HJ197 Agreements, and will be settled within 60 business days after the end
of each calendar year.
 Collaboration Costs. Pursuant to the HJ197 Agreements, Junshi Biosciences has paid us an
upfront payment of RMB30.0 million in January 2021. Milestone payments in an aggregate
amount of RMB80.0 million shall be paid by Junshi Biosciences (prior the date of the HJ197
Novation Agreement) and Junze Chuangyao (after the date of the HJ197 Novation Agreement)
to us upon achieving the specified milestones, including completion of Phase I, Phase II, and
Phase III clinical trials, fulfillment of certain other conditions, and the receipt of NDA approval
for the first indication of HJ197. In July 2025, Junze Chuangyao paid us an aggregate of
RMB20.0 million in milestone payments corresponding to the completion of Phase I and Phase
IIa clinical trials of HJ197 for advanced HCC in October 2023. These milestone payments were
originally payable by Junshi Biosciences under the HJ197 Agreement and were assumed by
Junze Chuangyao pursuant to the HJ197 Novation Agreement. The upfront and milestone
payments constitute the consideration for granting Junze Chuangyao the right to retain 20%
right and interest in HJ197 in the Collaboration Area, prior to NDA submission, if it elects not
to share 50% clinical development costs. If it does bear such costs, the 50:50 profit sharing
arrangement remains unchanged; otherwise it will be adjusted to 20%:80%.
 Termination. The HJ197 Agreement may be terminated by mutual agreement of the parties or
upon the occurrence of certain triggering events, such as defects in or invalidation of any
covered patents which prevent further clinical development of HJ197. Junze Chuangyao may
also terminate the HJ197 Agreements if HJ197 is rejected for marketing approval or the sales
of HJ197 are terminated.
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 Dispute Resolution. In the event of any dispute arising out of the HJ197 Agreements, the
parties agree to submit such dispute to China International Economic and Trade Arbitration
Commission (the “ CIETAC”), Shanghai branch, for arbitration in accordance with the
applicable CIETAC arbitration rules at the time of such submission. The decision rendered
shall be final. In the event of any dispute arising out of or in connection with the HJ197
Novation Agreement, the parties shall first attempt to resolve such dispute through
consultation. If the dispute cannot be resolved through consultation, it shall be submitted to the
competent people’s court at the plaintiff’s domicile for litigation.
 Confidentiality. Both parties are under strict confidentiality with respect to any intellectual
property, technical know-how, data and other trade secrets received from the other party under
the HJ197 Agreements. The parties further agree to communicate timely and reach consent
when a party needs to issue a public announcement regarding the HJ197 Agreements.
HJ191 Agreement
In November 2020, our Company and our wholly owned subsidiary Shanghai Zheye (together with
our Company, “ we”o r“ us”) entered into a technology license and collaboration agreement (the “ HJ191
Agreement ”) with Junshi Biosciences with respect to the collaboration regarding HJ191 (a small-molecule
irreversible covalent KRAS
G12C inhibitor with a whole new structure for the treatment of patients with
KRASG12C-mutated NSCLC) in the Collaboration Area. The key terms of this agreement are summarized
as follows:
 Scope of Collaboration. We exclusively license the rights to and interests in HJ191 in the
Collaboration Area to Junshi Biosciences, including but not limited to the rights for research
and development, manufacturing, clinical studies and commercialization of HJ191 in the
Collaboration Area. Shanghai Zheye shall hold no rights and interests in HJ191 in the
Collaboration Area. Junshi Biosciences shall also have priority right to negotiate with respect
to the for research and development, manufacturing (including contract manufacturing),
clinical studies and commercialization of HJ191 outside the Collaboration Area.
 Covered Patents and the License Scope. Shanghai Zheye exclusively licenses its right under
one patent application (the “ Patent ”) to Junshi Biosciences. Junshi Biosciences shall also have
sub-licensing rights of such Patent. The Patent relates exclusively to HJ191. During the
collaboration, any subsequent research outcomes (including but not limited to intellectual
property and innovation) developed independently by either party related to HJ191 shall be
solely owned by that party. If we or Junshi Biosciences applies for a patent on such research
outcomes, we or Junshi Biosciences must grant the other party sole licensing rights to the
patent application/patent in its respective territory.
During the collaboration, any subsequent research outcomes (including but not limited to
intellectual property and innovation) jointly developed by both parties related to HJ191 shall
be co-owned. Any licensing or transfer of these rights to a third party by either party must
obtain the written consent of the other party. Both parties also agree to the following: (i) if
either party intends to transfer its share of rights in the jointly developed research outcomes to
a third party, the other party shall have the right of first refusal; and (ii) if either party intends
to license the jointly developed research outcomes to a third party, both parties shall share the
licensing revenue on a 50:50 basis.
 Subsequent Research and Development. Regarding the Collaboration Area, Junshi Biosciences
shall be responsible for carrying out any preclinical studies, making IND applications for and
conducting clinical development of HJ191 and bear the relevant costs. Our Company will
provide assistance as needed.
 Manufacturing and Sales. Junshi Biosciences shall be responsible for the manufacturing and
sales of HJ191.
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 Royalties. Junshi Biosciences will pay 10% of the net share derived from the commercial sale
of HJ191 within the Collaboration Area with our Company during the valid period of the
Patent, and settle with us annually.
 Collaboration Costs. Junshi Biosciences shall make an upfront payment of RMB15.0 million
to us within 30 business days upon the receipt of a value-added tax invoice which shall be
issued by us within 15 business days upon execution of this HJ191 Agreement. Pursuant to the
HJ191 Agreement, milestone payments in an aggregate amount of RMB55.0 million shall be
paid by Junshi Biosciences to us upon completion of Phase I, Phase II, and Phase III clinical
trials and fulfillment of certain other conditions, and receipt of NDA approval for the first
indication of HJ191.
 Termination. The HJ191 Agreement may be terminated by mutual agreement of the parties or
upon the occurrence of certain triggering events, such as defects in or invalidation of any
covered patents which prevent further development of HJ191. Junshi Biosciences may also
terminate the HJ191 Agreement if HJ191 is rejected for marketing approval or the sales of
HJ191 are terminated.
 Dispute Resolution. In the event of any dispute arising out of HJ191 Agreement, the parties
agree to submit such dispute to the CIETAC, Shanghai branch, for arbitration in accordance
with the applicable CIETAC arbitration rules at the time of such submission. The arbitration
award shall be final.
 Confidentiality. Both parties are under strict confidentiality with respect to any intellectual
property, technical know-how, data and other trade secrets received from the other party under
HJ191 Agreement. The parties further agree to communicate timely and reach consent when a
party needs to issue a public announcement regarding HJ191 Agreement.
As of the Latest Practicable Date, we had received the upfront payment of RMB15.0 million.
While HJ191 and HJ891 address similar targets, early data indicate each has distinct strengths.
Advancing the research and development of both would demand significant financial and human
resources. After a comprehensive assessment, we chose to out license HJ191 to maximize its value with
a partner and to concentrate internal resources on HJ891. This strategy is designed to maximize portfolio
value while reducing our overall R&D risk and cash flow pressure. Although HJ191 and HJ891 are both
KRAS
G12C inhibitors, they are structurally distinct chemical entities.The structural difference is that
HJ191 features an aromatic ring bearing a carbonyl group, whereas HJ891 contains an aromatic ring
system without such carbonyl-containing substituents. Accordingly, each is protected by separate
compound patents, forming independent patent families. Therefore, out-licensing of HJ191 will not affect
our clinical development or ownership of the patents related to HJ891.
Although no third-party collaboration arrangements are in place at this stage, we established clear
selection criteria for assessing potential future collaborations. With respect to potential participants,
should any collaboration be pursued in the future, a dedicated working group comprising (a) the R&D
department (responsible for assessing technical compatibility), (b) the legal department (responsible for
compliance review), and (c) senior management (responsible for strategic and risk assessment) will jointly
participate in the third-party selection process. The potential selection criteria will include: (i) the third
party’s industry qualifications (such as GCP certification, and for academic institutions, demonstrated
scientific research capabilities); (ii) the degree of technical compatibility and complementarity between
the third party’s resources and the our R&D needs; (iii) the third party’s compliance record (including the
absence of any material violations or significant cooperation disputes); (iv) the controllability of
cooperation costs and associated risks, to ensure that any potential collaboration is aligned with the our
long-term strategic objectives; and (v) the third party’s integrity and anti-corruption record and conduct.
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RESEARCH AND DEVELOPMENT
We consistently devote resources to research and development to pave way for long-term growth.
Our research and development expenses in 2024 and 2025 amounted to RMB75.0 million and RMB110.2
million, respectively. We believe that our integrated capabilities give us the agility to formulate our
innovation, registration, commercialization and product optimization strategies that can navigate us
through rapidly changing clinical needs, enable us to improve pipeline viability and expedite the product
development cycle at a lower cost.
R&D Capabilities
We have established a comprehensive R&D system that supports every stage of the drug
development lifecycle, including:
 In-depth analysis of clinical needs. We start by analyzing clinical needs to guide project
selection. We maintain a curated knowledge base, and we work with experienced clinicians to
prioritize targets that address real patient needs and have clear clinical endpoints.
 Layered drug design. We combine computational methods and medicinal chemistry to design
better molecules. Our toolkit includes quantitative structure-activity relationship (QSAR),
molecular docking, molecular dynamics, and absorption, distribution, metabolism, excretion
and toxicity (ADMET) prediction, together with structure- and fragment-based design to
improve potency, selectivity, and drug-like properties.
 Rapid and accurate drug screening and evaluation. We use 3D screening techniques, along with
in vitro and biophysical assays, to quickly assess activity, off-target effects, and developability,
allowing fast selection of the best leads for further study.
 Robust CMC and process development capabilities. Our chemistry and process development
capabilities focus on scalable, high-quality synthesis of APIs and intermediates. We develop
efficient synthetic routes, optimize yields and purity, and create manufacturing-ready processes
that meet regulatory quality requirements.
 Comprehensive preclinical and translational research. Our preclinical and translational
research include comprehensive pharmacology, toxicology, and biomarker studies. We perform
in vivo and in vitro studies to define mechanism of action, PK/PD relationships, safety margins,
and identify biomarkers and patient stratification strategies that support clinical development.
 Efficient clinical development. Our clinical strategy and operations teams plan and run trials
efficiently while ensuring regulatory compliance. We handle trial design, site selection, data
management, and interactions with regulators. Together with CMC, quality, and translational
teams, we advance candidates from lead selection into clinic-ready development.
Together, our integrated R&D platform, from clinical need analysis and advanced drug design to
scalable manufacturing and efficient clinical execution, ensures we move the most promising candidates
rapidly and reliably toward the clinic. This end-to-end capability minimizes development risk, accelerates
timelines, and increases the likelihood of delivering safe, effective therapies to patients.
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R&D Team
The expertise of our team members spans the entire spectrum of drug development, encompassing
drug discovery, medicinal chemistry design and virtual screening, preclinical pharmaceutical research,
drug testing and purification, formulation development, clinical research, regulatory submissions and
platform construction. As of the Latest Practicable Date, our R&D team consisted of 92 members,
including 4, or 4.3% holding PhD degrees and 23, or 25.0% holding master’s degrees.
Our R&D team is led by Dr. Ji Jianxin, the chairman of our Board, our executive Director and chief
executive officer. Dr. Ji has over 20 years of experience in the pharmaceutical industry. Dr. Ji has
conducted in-depth research in the fields of synthetic methodology, medicinal chemistry, molecular
pharmacology and other relevant fields. He has published more than 40 academic papers in academic
journals such as PNAS and JACS, and is the inventor of nearly 30 domestic and international patents. In
2007, he was recognized as an outstanding talent under the “Hundred Talents Program” of the Chinese
Academy of Sciences. In 2010, he received the “11th China Youth Science and Technology Award,” jointly
awarded by the Organization Department of the CPC Central Committee, the China Association for
Science and Technology and the Ministry of Human Resources and Social Security. In 2016, he was
selected as a leading talent expert under the national “Ten Thousand Talents Plan” organized by the
Organization Department of the CPC Central Committee. Dr. Ji obtained his Ph.D. from Hong Kong
Polytechnic University, and finished his postdoctoral fellowship in molecular pharmacology at Vanderbilt
University in the United States.
In addition to Dr. Ji, our R&D team consists of members with diverse and complementary
backgrounds, covering preclinical research, clinical research, and production operations. Through close
collaboration and teamwork, we have formed a dedicated and stable team that provides a solid foundation
for ongoing innovation.
Dr. Guo Na, head of research and development, has expertise in both preclinical and clinical research
and possesses extensive project management experience. She is one of the few experts who can integrate
biological research, pharmaceutical research, and clinical studies. She is skilled in promoting clinical
research through translational medicine and coordinating internal development with external resources.
Before joining us in 2018, she served as the head of the chemical innovation drug research department at
a large pharmaceutical group.
Dr. Du Fengtian, our deputy director of R&D, has rich experience in drug discovery, CMC research,
and preclinical studies. He excels in drug design and deeply understands the relationship between drug
structure and function, efficiently organizing various aspects of preclinical research, including
pharmacodynamics, PK, and safety evaluation. He has led or participated in multiple Class I new drug
development and registration projects, demonstrating outstanding capabilities in R&D management.
Mr. Yang Xiangyu, our chief operating officer, has a deep understanding of drug development and
excels at coordinating communication and integration across multiple departments, including medicinal
chemistry, raw materials, and formulation. He is skilled in drug manufacturing and has led teams to
complete multiple project process developments and production transfers. He holds a master’s degree in
medicinal chemistry from the University of Chinese Academy of Sciences. Before joining us in 2017, he
was a senior research expert at Chengdu Yuanyuan Biotechnology Co., Ltd.
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The table below sets forth the identities, positions, expertise, and contributions of our core R&D
personnel, as well as their involvement in the research and development of HJ787, HJ178 and HJ891 since
their discovery and up to the Latest Practicable Date. During the Track Record Period and up to the Latest
Practicable Date, none of the core R&D personnel involved in these projects left the Group. Dr. Ji, Dr. Guo
Na, Dr. Du Fengtian and Mr. Yang Xiangyu lead the R&D of our Core Products, overseeing overall
development strategy, clinical development, preclinical development and CMC, respectively. The table
below sets forth a detailed summary of their responsibilities and experience:
Identities Positions Expertise
Involvement and
contributions to the R&D
activities since the
discovery of HJ787,
HJ178, and HJ891
Date of
joining
Dr. Ji /H1118/H1118/H1118/H1118/H1118Chairman of our
Board, Executive
Director and chief
executive officer
His work covers early-stage drug discovery, mechanism of
action studies, and translational research, with a focus on
bridging fundamental science and clinical application. He
has conducted in-depth research in areas such as synthetic
methodology, medicinal chemistry, and molecular
pharmacology, and has published over 40 academic papers
and filed nearly 30 patents. His research achievements
demonstrate his deep scientific insight and innovative
capabilities in the field of drug discovery and development.
Provides comprehensive
strategic guidance and
oversight for all core
projects, including project
planning, execution, and
progress monitoring,
ensuring alignment with
overall research objectives
and timely achievement of
milestones.
February
2017
Dr. Guo Na /H1118/H1118head of research and
development
Since 2018, Dr. Guo has overseen the full clinical
development and regulatory approval of HJ891 and
leveraged this experience to drive the advancement of
HJ787 and HJ178 in autoimmune and metabolic diseases.
She also established a high-caliber clinical development
team with an average of more than six years of industry
experience, supporting the successful progression of HJ787,
HJ178, and HJ891.
Leads the clinical
development team and
drives the strategic
planning, design,
execution, and oversight of
clinical trials across all
core programs, ensuring
alignment with regulatory
requirements.
May 2018
Dr. Du
Fengtian /H1118/H1118/H1118
deputy director of
R&D
Before joining us, Dr. Du had successfully led the research
and registration of multiple Class I innovative drugs across
oncology, metabolic diseases and autoimmune disorders. He
has deep expertise in drug structure-function relationships
and oversees all aspects of our preclinical research. Since
joining, he has established a preclinical research team with
an average of over six years of industry experience across
medicinal chemistry, pharmacology, toxicology and
translational medicine. Under his leadership, the team has
successfully advanced HJ891, HJ178 and HJ787 through
comprehensive preclinical studies.
Leads the preclinical
development team,
oversees the execution of
Core Products and Key
Product development
activities, and formulates
strategic plans to guide
research, optimize
development processes,
and ensure the timely
progression of Core
Products and Key Product.
February
2017
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Identities Positions Expertise
Involvement and
contributions to the R&D
activities since the
discovery of HJ787,
HJ178, and HJ891
Date of
joining
Mr. Yang
Xiangyu /H1118/H1118/H1118
chief operating officer Since joining, he has led the CMC research for HJ891,
HJ178, and HJ787, ensuring smooth translation of R&D
outcomes to production. He also built and manages a high-
caliber team with expertise in small-molecule process
development, formulation, quality control, and pilot-scale
manufacturing, coordinating cross-functional efforts across
medicinal chemistry, APIs, and formulation departments.
Oversees the chemistry,
manufacturing, and CMC
quality control activities,
coordinating process
development, formulation,
and quality assurance to
ensure smooth drug
development, optimize
production efficiency,
control costs, and maintain
consistent product quality
for the timely and reliable
advancement of pipeline
candidates.
February
2017
We have allocated sufficient manpower for the development of each Core Product. The qualifications
and experience of our R&D personnel directly support the expansion of our Core Products across multiple
therapeutic areas and formulation specifications. Our team includes R&D personnel with end-to-end drug
development expertise, therapeutic specialists in autoimmune, metabolic, and oncology diseases, and
CMC experts in process, analytical, and formulation development. This depth enables us to advance each
drug across multiple indications and patient subpopulations, tailor clinical and translational strategies to
disease biology. As of the Latest Practicable Date, approximately 80.2% of the research and development
personnel who have been involved in the development of our Core Products. The table below set forth the
our core R&D team members for the development of each Core Product since their discovery and up to
the Latest Practicable Date:
Number of Core Team Members
HJ891 HJ787 HJ178
Preclinical Development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 17 18
Clinical Development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 12 16
CMC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 24 22
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/H111878 53 56
Collaborations with CROs
In line with industry practice, we engage reputable CROs to support our preclinical and clinical
studies from time to time. We proactively seek well-known CROs with good reputation in the industry, and
evaluate self-recommendations from CROs offering services to us. We also select CROs through tenders
for projects with high value and typically evaluate three to four CROs for a specific preclinical or clinical
study. When selecting CROs, we consider a number of factors, including their past experience in
biologics-related preclinical and clinical studies, their reputation and influence in the industry, their
qualifications, professional experience of their employees and pricing. When determining service fees for
CROs, we would discuss with the CRO and set the pricing based on various factors, including the
academic and professional qualifications of its team, its experience in the industry and market fee levels.
The involvement and roles of CROs in the development of novel biologic drug candidates are typically
standardized and similar among different projects. The work scope of these third parties in the
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development of our drug candidates may vary, subject to our overall management and instructions. We had
engaged an aggregate of 41 and 51 CROs as of December 31, 2024 and 2025, respectively, all of which
were Independent Third Parties to the best of our knowledge.
With respect to preclinical studies, CROs typically provide us with services related to preclinical PK,
PD and toxicity evaluations, both in vitro and in vivo , of our drug candidates in accordance with our study
design and under our supervision. We engaged CROs to conduct preclinical PK, PD and toxicity studies
for all of our Core Products. With respect to clinical studies, CROs typically provide us with a
comprehensive suite of services required in complex clinical trials in accordance with our trial design and
under our supervision. We engaged CROs for all completed and ongoing clinical trials of our Core
Products. CROs generally assist us in the implementation and management of clinical trials, including
day-to-day site management, trial preparation, source data verification, clinical safety management, data
management and report preparation.
After we select a CRO to support our clinical trial, we will sign an agreement with the CRO, which
sets out, among other things, the purpose and content of the clinical trial, responsibilities of each party,
research procedures and the payment schedule. We have set in place various procedures regarding the
management and monitoring of the performance by CROs. Our clinical development department is
responsible for managing the overall clinical trial process and overseeing CROs’ work. We hold regular
progress meetings with CROs and provide specific directions to ensure the quality and efficiency of the
trial execution. We conduct regular and ad hoc on-site audits of CROs, including interviewing their
employees, reviewing documentations and records, such as relevant trial data and reports. We would keep
formal records of such audits and follow up regarding issues discovered in the process. For clinical CROs,
we would also refer to the NMPA compliance record of their previous clinical trials. Our CROs are also
required to fully cooperate with our monitoring and inspection activities and rectify any issue identified
during such inspections. If the CROs fail to conduct the studies in compliance with the relevant laws and
regulations, we may be subject to liability. See “Risk Factors—Risks Relating to Our Operations—Our
employees, CROs, CDMOs, collaboration partners and others with whom we deal may engage in
misconduct or other improper activities, including non-compliance with regulatory standards and
requirements, which could harm our reputation and subject us to penalties and significant expenses that
have a material adverse effect on our business, financial condition and results of operations” in this
prospectus for details. Under the agreements, we own all intellectual property and trial results and the
CROs must maintain strict confidentiality with respect to the information they acquire during clinical
trials. There was no material non-compliance incidence during our cooperation with CROs and we did not
have any material disputes or disagreements with the engaged CROs during the Track Record Period and
up to the Latest Practicable Date.
OUR TECHNOLOGY PLATFORMS
We adhere to the principles of precise biological mechanisms and tissue-specific distribution in our
drug development process, and have established integrated platforms for the development of differentiated
small molecule innovative drugs based on these principles and objectives.
Integrated Small Molecule Platform and Tissue Specific Distribution Oriented Development
(ISD-ODD) approach
We have established a development platform for small molecule drugs, covering the entire process
from drug design, efficient synthesis, screening and evaluation, pharmacological studies, and
comprehensive CMC research to clinical strategy and operations as well as translational medicine.
Each component of our integrated small-molecule platform ensures the efficiency and quality of the
development of our Core Products and pipeline candidates, enabling our molecules to demonstrate
superior activity compared with peer products or competitors, while achieving favorable tissue distribution
characteristics.
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 Drug design: We utilize structure-based drug design methodologies to study how proteins and
small molecules interacts how structure relates to activity. Combined with empirical design
approaches, this enables to us design molecules efficiently and verify results with a highly
integrated verification system that combines wet-lab experiments and computational (dry-lab)
analysis.
 Efficient synthesis: Our equipped chemical research platform possesses expertise in synthetic
chemistry, supported by a team capable of rapid, quality compound synthesis. Our capabilities
cover synthetic routes ranging from a few steps up to 20 steps, allowing us to efficiently
produce complex molecules.
 Screening and pharmacology: We have established a comprehensive in vitro and in vivo
evaluation system incorporating advanced technologies such as 3D cell screening, enabling
systematic PD, toxicological, and ADMET studies that are seamlessly linked to drug design and
synthesis. In addition, we have developed dozens of animal models in oncology, metabolism,
and immunology, which have been successfully applied to support drug discovery and
evaluation.
 CMC research: We have developed a complete CMC research platform encompassing complex
process development, comprehensive quality assessment, and innovative formulation research.
Our team has deep expertise in large-scale crystallization, purification, and formulation
development for poorly soluble compounds.
 Clinical strategy and operations: We maintain an efficient clinical research team covering
medical strategy and clinical operations. Compared with traditional CRO-dependent models,
our in-house structure provides higher efficiency, stronger execution capability, and greater
control over study quality.
 Translational medicine: We apply multiple biotechnological approaches to support clinical
application and trial design, including studies on biological mechanisms and efficacy
biomarkers, offering scientific support to bridge preclinical research and clinical practice.
Tissue-Specific Distribution-Intelligent Analytics System (TSD-IAS)
We have developed the Tissue-Specific Distribution-Intelligent Analytics System (TSD-IAS) as a
supplementary tool to help predict the in vivo tissue distribution of drug candidates. TSD-IAS extracts
hundreds of structural and physicochemical features from each molecule, integrates them with animal
tissue distribution datasets derived from publicly available materials, and applies computational modeling
to identify correlations between molecular structures and tissue distribution. The resulting models provide
predictive insights into how new molecules distribute across key organs. Our Core Products were
discovered and their preclinical research activities were conducted before TSD-IAS and related AI systems
were developed.
Representation
• Physicochemical Descriptors
• Structure Descriptor
• Molecular Fingerprint
• Molecular Graph
• …..
Model Training TSD-IAS
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The establishment and continuous refinement of this system further enhance our efficiency in the
development of differentiated small molecule drugs. We believe that continuously enhanced platform
provides a unique competitive edge in rational drug design by enabling precise tissue targeting, enhancing
clinical efficacy, improving safety profiles, and opening new therapeutic combinations that were
previously unfeasible.
The datasets currently used by TSD-IAS are primarily derived from publicly available knowledge
and animal tissue distribution results documented in publicly accessible materials. We extract objective
results from such publicly available materials and combine them with structural and physicochemical
parameters of relevant molecules. Through internal screening, organization, and structuring processes, we
form training datasets used for model training and internal analysis. The original content of publicly
available source materials is not owned by us. However, the training datasets and analysis results formed
internally based on such publicly available materials are created and managed by us in our internal R&D
activities.We primarily collect, screen, organize, and compile objective results from publicly available
materials through our internal R&D personnel. The relevant data are used solely for our internal model
training and tissue distribution pattern analysis. Internal training datasets are stored in our own local
storage infrastructure with access control and other security measures. We do not share raw training data
externally, nor do we provide related processing results as standalone data products for external provision
or commercial use.
We have established internal data security management policies and data preservation, archiving, and
deletion mechanisms that specify retention periods and deletion procedures for relevant data. For data that
are no longer necessary for continued use, we define retention periods in accordance with our internal data
management policies and delete such data upon expiration of the retention period. Accordingly, under the
relevant laws and regulations of the PRC, including the Regulations on Administration of Human Genetic
Resources of the People’s Republic of China, the Personal Information Protection Law of the People’s
Republic of China, the Data Security Law of the People’s Republic of China, and the Biosecurity Law of
the People’s Republic of China, our TSD-IAS-related data activities do not require additional licenses,
consents, approvals, or authorizations. As TSD-IAS uses only publicly available data and does not involve
cross-border transfer of personal information or human genetic resources information, it does not trigger
the application of data protection regulations in overseas jurisdictions. As of the Latest Practicable Date,
our TSD-IAS-related data activities comply with all applicable laws and regulations in China, including
those governing personal information, data security, and biosecurity.
Payload Platform
XDCs, including ADCs, SMDCs, and PDCs, represent the targeted therapies due to their strong
specificity and precision in drug delivery. Among the various components of XDCs, the payload
fundamentally determines drug activity, toxicity, and resistance profile, serving as the core functional unit.
We have established a payload platform. Our payload is designed to simultaneously modulate RAF
and MEK, two key targets within the MAPK signaling pathway, demonstrating favorable safety while
mitigating drug resistance. By disrupting the MAPK pathway while minimizing feedback loop activation,
our payload demonstrates enhanced durability of therapeutic response.
Novel Small-Molecule Drug Conjugate (SMDC) Technology System
Building on the platform, we have developed a SMDC Technology System capable of releasing
payloads through two distinct mechanisms:
 Click chemistry—mediated payload release: This process consists of (i) a targeting ligand
equipped with a “click handle” for specific recognition of overexpressed receptors on tumor
cells, which guides the conjugate precisely to the tumor site; and (ii) an inert prodrug payload
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bearing a complementary “click handle.” Upon spatial proximity, the two handles undergo a
highly efficient and specific bioorthogonal click reaction, forming a covalent cyclic structure
that alters the molecular conformation or electronic properties, triggering bond cleavage and
release of the active payload.
 Enzyme-cleavable linker—mediated payload release: The linker is selectively cleaved by
tumor-specific enzymes highly expressed in the tumor microenvironment, resulting in
controlled release of the payload.
Through screening of the two SMDC technology processes, we developed HJ093, a SMDC drug
based on a novel molecular-glue payload. For HJ093, the payload release rate is matched to the payload’s
biological activity, resulting in preclinical efficacy.
INTELLECTUAL PROPERTY
Our continued success depends on our ability to obtain and maintain proprietary or intellectual
property protection for our drug candidates, our core technologies and other know-how. We also have
internal protocols in place to ensure that we operate without infringing, misappropriating or otherwise
violating the proprietary rights of others, and to prevent others from infringing, misappropriating or
otherwise violating our proprietary or intellectual property rights. We protect our proprietary and
intellectual property by, among other methods, filing patent applications related to our proprietary
technology, inventions and improvements.
As of the Latest Practicable Date, we held 29 issued patents including 12 patents in China and 17
patents overseas. As of the same date, we had 30 patent applications including 4 patent applications in
China, 20 patent applications overseas and 6 PCT applications. As of the same date, we also owned 1
registered trademark in Hong Kong and four trademark applications in Chinese Mainland were under
examination. See “Statutory and General Information — B. Further Information about Our Business — 2.
Our Intellectual Property Rights” in Appendix IV for details.
In particular, with respect to our Core Products, we had 2 issued patents and 2 pending patent
applications for HJ891, 3 issued patents and 9 pending patent applications for HJ787 and 5 issued patents
and 1 pending patent application for HJ178. The following table summarizes the details of all our material
patents and patent applications in connection with our products as of the Latest Practicable Date:
Products
Patent
Protection Scope
Jurisdiction
(Country/
Region) Status
Filing/
Grant Date
Patent Expiration
Date
Patent Owner/
Applicant
HJ787 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118New nitrogen-
containing
heteroaromatic
compounds
Russia Granted July 2025 May 2042 Our Company
Australia Granted July 2025 May 2042 Our Company
Japan Granted September 2025 May 2042 Our Company
China Applying May 2022 N/A Our Company
European Union Applying May 2022 N/A Our Company
United States Applying May 2022 N/A Our Company
Republic of
Korea
Applying May 2022 N/A Our Company
Singapore Applying May 2022 N/A Our Company
Malaysia Applying May 2022 N/A Our Company
HJ178 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118New hypoglycemic
compounds
China Granted May 2023 November 2040 Our Company
Japan Granted April 2025 November 2040 Our Company
European Union Granted August 2025 November 2040 Our Company
United States Granted January 2026 November 2040 Our Company
HJ891 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118New aromatic
compounds with
anti-tumor
activity
China Granted March 2024 February 2041 Our Company
Japan Granted March 2024 February 2041 Our Company
European Union Applying February 2021 N/A Our Company
United States Applying February 2021 N/A Our Company
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Products
Patent
Protection Scope
Jurisdiction
(Country/
Region) Status
Filing/
Grant Date
Patent Expiration
Date
Patent Owner/
Applicant
HJ197 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118A selective kinase-
inhibiting
compound
China Granted October 2020 December 2037 Our Company
Japan Granted March 2021 December 2037 Our Company
United States Granted June 2021 December 2037 Our Company
European Union Granted March 2022 December 2037 Our Company
HJ093 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Peptide conjugates
exhibiting
antitumor activity
China Applying February 2026 N/A Our Company
HJ356 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Compounds for
reducing the risk
of cardiovascular
disease and
atherosclerosis
PCT Applying December 2025 N/A Our Company
Based on the freedom to operate (FTO) analysis of HJ891, HJ787 and HJ178, we are not aware of
any issued patents that are likely to affect our rights to conduct research and development or
commercialize HJ891, HJ787 and HJ178 in China and the United States. FTO analysis is a patent
investigation, based on a search of patent databases, which is commonly used to determine whether any
existing patents cover a company’s product, and whether that product would infringe any existing patents.
However, we cannot provide any assurance that all relevant third-party patents were identified or that
conflicting patents will not be issued in the future. See “Risk Factors—Risks Relating to Our Intellectual
Property Rights” in this prospectus for details. As advised by our IP Legal Advisors, the Directors believe
that the material aspects of our Core Products, Key Product and their associated technologies are
adequately protected by our patents and patent applications in China and the United States.
The term of an individual patent may vary based on the countries/regions in which it is granted. The
actual protection afforded by a patent varies on a claim-by-claim and country-by-country basis and
depends upon many factors, including the type of patent, the scope of its coverage, the availability of any
patent term extension or adjustment, the availability of legal remedies in a particular country/region and
the validity and enforceability of the patent.
We rely, in some circumstances, on trade secrets and/or confidential information, including
information in connection to our inventions, manufacturing process and technologies, to protect aspects
of our drug candidates and related technologies. We seek to protect our proprietary technologies and
processes, in part, by entering into confidentiality arrangements with third-party contractors. We have
contractual arrangements with our key employees and employees involved in research and development,
pursuant to which intellectual property conceived and developed during their employment is our exclusive
property, and they waive all relevant rights or claims to such intellectual property. We maintain
non-compete arrangements with our key employees, including all senior management and employees
involved in research and development. We also have established an internal policy governing the
confidentiality of all company information. During the Track Record Period and up to the Latest
Practicable Date, none of the inventors named on our patents and patent applications has been involved
in any dispute, litigation or disagreement with any former employer in relation to such patents or patent
applications.
Our four registration applications for the figurative trademark “
” and the word trademark “ ശ਄
͊Ը” in Chinese Mainland were accepted by the China National Intellectual Property Administration on
February 4, 2026, and are currently progressing in the normal course. As of the Latest Practicable Date,
the word trademark “ ശ਄͊Ը” in Class 42 has received preliminary approval and is expected to obtain
registration approval in October 2026, following the conclusion of the three-month preliminary
publication period. The remaining trademark applications are expected to receive examination decisions
by June 2027, which is consistent with our estimated registration cycle of 12 to 18 months based on
practical experience. Our IP Legal Advisors have advised that, although the statutory examination period
under the Trademark Law is approximately nine months, the overall registration process may be extended
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by publication requirements and potential refusal review, opposition or other proceedings, which form part
of the ordinary examination process. The earlier preliminary approval obtained for the word trademark “ ശ
਄͊Ը” in Class 42 reflects a relatively smooth examination process and therefore does not conflict with
the estimated registration timeline. Our remaining applications currently under “Refusal review progress”
status remain within the normal examination timeline and are not subject to any abnormal or prolonged
delay. See “Statutory and General Information — B. Further Information about Our Business — 2. Our
Intellectual Property Rights” in Appendix IV for details.
The prior trademarks cited in the preliminary examination refer to third-party registered trademarks
or pending trademark applications that are cited by the China National Intellectual Property
Administration during the trademark registration examination process on the basis that they may be
identical or similar to the trademark applied for by our Company. Our IP Legal Advisors have advised that
as of the Latest Practicable Date, the prior trademarks cited in the preliminary examination of the
figurative trademark “
” do not constitute identical or similar marks, and that such citation reflects only
a preliminary examination opinion rather than a final determination that our applied-for trademark is
identical or similar to the relevant cited prior trademarks. The application is currently proceeding in the
normal course of examination, with the likelihood of ultimately obtaining trademark registration
considered to be high. To the best knowledge of our Directors, we have not identified any third party that
is applying to register, or has registered, a trademark identical or similar to our word mark “ ശ਄͊Ը”o r
our figurative mark “
”.
The PRC trademark system follows the principle of voluntary registration, with mandatory
registration being the exception. The Trademark Law expressly confers upon market participants the right
to lawfully use unregistered trademarks, and the use of unregistered trademarks has a complete and clear
legal basis. Under Article 4 of the Trademark Law, a business is only required to apply for registration if
it wishes to obtain the “exclusive right to use a trademark”, which is an exclusive right. This means that
a business may lawfully use a trademark without registering it, and that registration is not required in order
to use a trademark. Under Article 6 of the Trademark Law, the only category requiring mandatory
registration is tobacco products. Accordingly, unregistered trademarks may be lawfully used for all other
goods and services. Under Article 48 of the Trademark Law, the “use of a trademark” covers all use of
signage to identify the source of goods, and is not limited to registered trademarks. This is the general
definition of trademark use that applies throughout the Trademark Law, and it covers any use of
commercial signage that identifies the source of goods, whether or not the signage has been registered.
Although this provision does not expressly mention “unregistered trademarks”, when read together with
the overall framework of the Trademark Law, it clearly covers the use of unregistered trademarks,
confirming that such use is lawful. Accordingly, our IP Legal Advisors have advised that we may continue
to use the relevant marks in unregistered form during the trademark registration application process, that
such use is a common practice in commercial operations, and complies with applicable PRC laws and
regulations.
In the event that we ultimately do not obtain trademark registration, this would not affect our ability
to continue using the relevant marks in unregistered form. However, the use of unregistered marks may
give rise to the following potential risks: (i) we would not obtain exclusive trademark rights or the
corresponding exclusivity protection; and (ii) if a third party were to obtain registered trademark rights
over the same mark ahead of us, our continued use could potentially constitute infringement, in which case
we would be liable for ceasing such use and compensating the rights holder for losses. Notwithstanding
the foregoing, our IP Legal Advisors have advised that, given that the approved goods and services
covered by the cited prior trademarks and the operating industries of the holders thereof differ from our
products and services, we would face infringement risk only if a third party in the same industry registered
an identical or similar trademark before us, our marks were used for identical or similar goods or services,
and such use were likely to confuse the public as to the source. Such risk does not arise simply because
a third party holds a registered trademark, but depends on factors such as the similarity of the marks and
goods or services, the actual manner of use, and the likelihood of confusion. Taking into account these
factors, our IP Legal Advisors are of the view that the risk of infringement in respect of our use of the
relevant unregistered marks is remote as of the Latest Practicable Date. See “Risk Factors — Risks Related
to Our Intellectual Property” for details.
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Our IP Legal Advisors also have advised that even in the event that the relevant trademark
applications ultimately do not proceed to registration, this would not in substance affect our ability to use
the mark as a trademark on its pharmaceutical products in the future, as mandatory trademark registration
is required only for tobacco products under PRC law. The potential legal risks associated with the use of
unregistered trademarks are as follows: (i) our Group has not yet obtained exclusive rights to and
exclusivity protection over the relevant trademark; and (ii) if a third party were to obtain a registered
trademark right over the same mark ahead of us, our continued use of the unregistered mark could
potentially constitute infringement of such third party’s registered trademark rights. However, given that
our trademark applications and use of the mark are primarily based on our own trade name, and given that
the registration of another party’s trade name as a trademark is itself subject to restrictions under the PRC
Anti-Unfair Competition Law, the likelihood of such a scenario occurring in practice is relatively low.
During the Track Record Period and up to the Latest Practicable Date, we had not been involved in
any material proceedings in respect of, and we had not received written notice of any material claims of
infringement of any intellectual property rights, in which we may be a claimant or a respondent. However,
there are risks if we fail to protect our intellectual property rights in the future. For risks relating to our
intellectual property, see “Risk Factors—Risks Relating to Our Intellectual Property Rights” in this
prospectus.
MANUFACTURING AND CONTROL
Collaboration with Third Parties
During the Track Record Period and up to the Latest Practicable Date, we had worked with qualified
CDMOs to manufacture and test drug candidates for preclinical and clinical supply. We select CDMOs by
taking into account a number of factors, such as their manufacturing capacity and qualifications, relevant
expertise, reputation, geographic proximity and track record, product quality and production cost,
applicable regulations and guidelines, as well as our R&D objectives. We have adopted, and will continue
to implement, robust procedures to ensure that the production qualifications, facilities and processes of our
CDMOs comply with the applicable regulatory requirements and our internal guidelines and quality
standards. To monitor and evaluate the services of our CDMOs, we conduct quality assurance audit
programs to ensure, among other criteria, full compliance of our CDMOs with the relevant regulatory
requirements. Our contracts with these CDMOs will stipulate detailed manufacturing procedures and
requirements to ensure our drug samples used in the clinical trial can meet our stringent quality standards.
See “—Quality Control” in this prospectus for details. We may also engage additional qualified CDMOs
in the future to ensure that we will have sufficient supply of drug candidates for our clinical trials.
Manufacturing Facility
We currently do not operate any self-owned manufacturing facilities, and as of the Latest Practicable
Date, we had no plan to establish our own manufacturing facilities within the next 12 months. We may
consider establishing our own manufacturing facilities in the future, subject to commercialization
progress, internal resource availability and strategic needs.
Currently, our manufacturing activities are conducted through CDMOs to support our drug
development. We engage reputable CDMOs in China and expect to maintain this model in the near term
and during the initial stage of commercialization. We believe this approach is cost-effective and allows us
to focus our resources on the discovery and clinical development of our drug candidates. We have
maintained strong relationship with our CDMO partners, with our longest collaboration spanning seven
years.
We have signed a cooperation agreement with the Jiangjin Government in 2023. Such agreement
constitutes a long-term strategic arrangement. Under this agreement, we are granted leasing rights and an
option to purchase certain premises to be developed by the Jiangjin District Government in an industrial
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park located in Jiangjin District, enabling us to secure relatively favorable land and leasing terms. We
believe this arrangement offers us the flexibility to establish our own production facility in the medium
to long term, subject to our Core Products advancing to commercialization and the availability of
sufficient internal resources.
Quality Control
As of the Latest Practicable Date, our quality assurance (“QA”) and quality control (“QC”)
department is led by a QA director and a QC manager with extensive industry experience. Our QA and QC
department is responsible for overseeing the quality of our drug candidates and clinical study management,
and ensuring that our suppliers deliver products in accordance with our product quality requirements and
cGMP regulations through protocols specifying quality guarantees, manufacturing site monitoring and
regular supplier evaluations. As of December 31, 2025, our QA and QC teams consisted of fifteen
members, all of whom hold a bachelor’s degree or above in pharmacy, pharmaceutical engineering or other
related disciplines.
DATA PRIV ACY AND PROTECTION
We receive, collect, generate, store, process and maintain clinical and related medical data from
subjects enrolled in our clinical trials through case report forms, electronic data capture systems or
cooperating hospitals’ electronic health record systems. In line with the “minimum necessary collection”
principle, we do not collect high-risk data such as personal information, biological samples and genomic
sequences, we strictly follow the “minimum necessary” principle and remove or omit all direct identifiers,
including names, initials and dates of birth.
For data storage, we use a compliant electronic data capture system that undergoes regular quality
checks. We maintain dedicated and segregated storage areas with access-control permissions and dynamic
monitoring to ensure full traceability of all data access. For data use and distribution, we strictly control
the scope of access to raw data, and our R&D personnel process data in anonymised form. We also provide
regular training on privacy protection, anonymisation and de-identification of original documents, as well
as email encryption. All materials undergo rigorous review before archiving, handling or distribution to
ensure that no personal information is disclosed. For data deletion, we conduct secure erasure once the
statutory retention period expires (five years after the investigational product is approved) or when a
participant exercises the right to deletion, ensuring full and irreversible removal of original data.
We require all clinical trial participants to sign an informed consent form both at registration and
before the start of the trial, which clearly sets out the trial’s purpose, design and procedures, the scope of
authorized data use, and the potential benefits and risks. Our clinical investigators obtain informed consent
onsite and explain that participation is entirely voluntary, and participants have the right to decline to
participate or withdraw from the trial at any stage without discrimination, retaliation or any impact on their
medical treatment or rights. We ensure that participants take part only after being fully informed, thereby
safeguarding their right to informed consent. At the trial site, we assign each participant a unique code and
record their personal information, and our clinical investigators collect and record all trial-site data. Any
data provided to us is de-identified and coded, with personal identifiers removed, to ensure that no
privacy-sensitive information is disclosed.
We review and update consent materials throughout the clinical trial process in strict compliance
with the Biosecurity Law of the PRC, the Personal Information Protection Law of the PRC and other
applicable regulations. When relevant rules are revised or updated, we reassess and update the informed
consent documents accordingly. Any updated informed consent form is promptly submitted to the clinical
trial centers for ethics approval, after which our investigators will re-obtain consent from participants and
fully communicate the changes to safeguard their rights and interests. In accordance with the Personal
Information Protection Law, we inform participants through the informed consent form that their personal
information will be retained only for the minimum period necessary to fulfill the processing purpose,
which is five years after the investigational product receives marketing approval. We also anonymise
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participant identity information and medical records at the point of collection through authorized
personnel, and our research team may only access de-identified data directly relevant to the trial purpose,
thereby reducing the risk of information leakage at its source.
We have established and implemented internal policies and procedures to ensure the safety of our
laboratory and clinical trial activities and to comply with applicable regulations. We require our personnel
to receive training on the handling of personal information, and we also require our CROs to adopt
appropriate data protection measures. We have established procedures to safeguard the confidentiality of
participant data, and all parties involved in our clinical trials, whether internal or external, are required
to comply with strict confidentiality obligations. Our employees are responsible for collecting and
protecting the personal information of trial participants under their control, while our CROs and other
partners are contractually obligated to maintain the confidentiality of such information. Compliance with
GCP and relevant rules ensures that only authorized personnel can access clinical trial data, and all data
use is strictly limited to the scope consented to by trial participants in the informed consent form. For any
use of data beyond the scope of informed consent, we ensure that additional consent is obtained. Any
transfer of data related to our product development or regulatory communications is conducted in
accordance with applicable local data protection and privacy laws.
As of the Latest Practicable Date, we had not submitted medical or clinical data as required by FDA
review of our drug applications. We did not conduct any cross-border personal data transmission during
the Track Record Period and up to the Latest Practicable Date. As of the Latest Practicable Date, we had
designed strict data protection policies to ensure that the collection, use, storage, transmission,
dissemination and destruction of data are in compliance with applicable laws, regulations and prevalent
industry practice. During the Track Record Period and up to the Latest Practicable Date, we did not
experience any breaches or incidents involving confidential information that had a material adverse impact
on our business, financial condition, or results of operations. Our PRC Legal Advisors have confirmed that
we have not been subject to any material penalties or administrative actions related to data privacy or
transfer and have complied with the relevant PRC laws and regulations in all material respects.
We have implemented a comprehensive data privacy and protection policy. See “—Risk Management
and Internal Control—Internal Control”.
SUPPLIERS
During the Track Record Period, our major suppliers primarily consisted of suppliers of raw
materials and consumables for our drug development, third-party contractors including CROs, CDMOs
and Site Management Organization (SMOs) as well research centers where we conduct clinical trials.
A majority of our raw materials are widely available, and we are able to purchase them from
numerous suppliers according to our product development plans. Currently, we procure raw materials,
including chemicals and reagents, mainly from suppliers in China. We have established stable
collaboration relationships with qualified suppliers for raw materials, which we believe have sufficient
capacity to meet our demands. Nevertheless, we believe that adequate alternative sources for such supplies
exist. We select our suppliers by considering their qualifications, compliance with relevant regulations and
industry standards, manufacturing facilities, production quality, prices, business scale, market share,
reputation, and after-service quality. During the Track Record Period, we did not experience any material
disputes with suppliers, difficulties in procurement, or interruptions in our operations due to a delay in
delivery of raw materials.
Purchases from our largest supplier in 2024 and 2025 accounted for 10.3% and 17.2%, respectively,
of our total purchase of those years. Purchases from our five largest suppliers in each year during the Track
Record Period accounted for 38.8% and 37.0%, respectively, of our total purchases for each of the same
periods. All of our five largest suppliers in each year during the Track Record Period are Independent
Third Parties. The following table sets forth details of our five largest suppliers during the Track Record
Period.
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Supplier Background Major Purchases Credit Terms
Commencement
of Business
Relationship
Purchase
Amount
% of Total
Purchases
for the
Period
(RMB in
thousand)
For the year ended December 31, 2025
Supplier B /H1118/H1118CDMO API research and development,
formulation, and clinical sample
production
30 days 2018 16,120.6 17.2
Supplier I /H1118/H1118A raw material
manufacturing
company
Customized intermediates 30 days 2024 6,778.7 7.2
Supplier F /H1118/H1118/H1118A raw material
manufacturing
company
Customized intermediates and raw
materials
10 days 2021 5,359.6 5.7
Supplier A /H1118/H1118A preclinical
testing
company
Pharmacokinetic and safety studies 10 days 2017 3,582.1 3.8
Supplier H /H1118/H1118An elite BD
advisory firm
Business development services to
support our overseas expansion by
establishing strategic partnerships
with pharmaceutical or
biotechnology companies or
investors for joint product
development and commercialization
5 days 2025 2,871.7 3.1
Total 34,712.7 37.0
For the year ended December 31, 2024
Supplier F /H1118/H1118/H1118A raw material
manufacturing
company
Customized intermediates and raw
materials
10 days 2021 5,862.5 10.3
Supplier D /H1118/H1118SMO Clinical trial site management 30 days 2023 4,627.5 8.1
Supplier G /H1118/H1118A raw material
manufacturing
company
Custom intermediates and
manufacturing services
15 days 2021 4,342.6 7.6
Supplier B /H1118/H1118CDMO API research and development,
formulation, and clinical sample
production
30 days 2018 4,118.1 7.2
Supplier C /H1118/H1118A clinical
research
institution
Clinical research 10 days 2023 3,199.2 5.6
Total 22,149.9 38.8
As of the Latest Practicable Date, none of our Directors, their associates or any of our shareholders
(who owned or to the knowledge of the Directors had owned more than 5% of our issued share capital)
had any interest in any of our five largest suppliers in each year during the Track Record Period.
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CUSTOMERS
During the Track Record Period, all of our revenue was derived from our out-license and
collaboration agreements with Junshi Biosciences and/or Junze Chuangyao. For further details, please
refer to “Financial Information—Description of Selected Components of the Consolidated Statements of
Profit or Loss and Other Comprehensive Income—Revenue.”
COMMERCIALIZATION
Our Marketing Strategy
We do not currently have any approved or marketed products. However, since our drug candidates
entered clinical development, we have been actively building our commercial planning and portfolio
management capabilities. As these candidates advance into late-stage development and approach NDA
submission, we plan to establish an in-house marketing and sales team comprising experienced
professionals in our therapeutic areas of focus.
This team will be responsible for market strategy, product positioning, market access, promotional
activities, and patient support. It will focus on enhancing awareness among relevant experts of our
products’ mechanisms of action, clinical data, and differentiation. We will also carry out educational
initiatives, including engagement with KOLs, medical education programs, academic conferences, and
support for investigator-initiated studies to further strengthen our market presence.
In parallel, we may explore strategic collaborations to commercialize our drug candidates in China
and the United States, such as selective out-licensing, joint ventures, or partnerships with leading
biopharmaceutical companies to support late-stage clinical development and commercialization.
Pricing
We are currently at the clinical development stage and none of our Core Products, including HJ787,
has been commercialized. Upon commercialization of our Core Products and other product candidates, we
intend to determine pricing based on multiple factors, including production costs, competitive landscape,
product differentiation, health economics, market trends, and supply-demand dynamics. Recognizing that
some cancer patients, particularly those with late-stage disease, may be sensitive to treatment costs, we
will also take patient affordability and payment preferences into account when formulating our pricing
strategy.
Taking HJ787 as an example, we intend to position HJ787 for the treatment of mild-to-moderate AD.
In determining the pricing of HJ787, we expect to take into account the following factors:
(i) the mild-to-moderate AD patient population is large, and treatment is typically administered on
a long-term outpatient or home-based maintenance basis, which requires a pricing level that
supports sustained patient accessibility;
(ii) as a topical selective TYK2 inhibitor, HJ787 is expected to provide differentiated efficacy and
safety advantages compared with existing topical targeted therapies, which may support a
reasonable price premium within the prevailing price range of such therapies. For A V , existing
therapies present limitations including strong skin irritation and development of bacterial
resistance with long-term use. HJ787’s favorable safety profile may enable it to capture the
pediatric AD market segment and serve patients with lesions in sensitive areas such as the face.
These differentiated clinical attributes and the limitations of existing therapies may support
pricing HJ787 at a reasonable premium to current topical therapies, subject to adjustment based
on market conditions, and
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(iii) if HJ787 is included in the NRDL, its pricing is expected to be determined with reference to
the negotiated reimbursement prices of existing NRDL-listed targeted therapies for AD, with
a view to balancing patient accessibility and reasonable commercial returns.
As a topical selective TYK2 inhibitor, HJ787 is expected to provide differentiated efficacy and safety
advantages compared with existing therapies, which have various limitations including safety concerns,
accessibility constraints, and limited treatment options across its target indications. HJ787’s favorable
safety profile may enable it to serve patient populations including those with lesions in sensitive areas,
which may support a pricing premium to current topical therapies, subject to market conditions. Our
pricing strategy will take into account competitive dynamics and market positioning. We are pursuing
clinical development across multiple indications, and our resource allocation decisions will balance
development timelines across our pipeline with our R&D budget. The pricing and commercialization
approach will be refined based on clinical trial results, competitive developments, and reimbursement
policy landscape at the time of market entry. The above our pricing considerations competitive challenges
are preliminary and based on currently available industry information and our internal commercial
planning, and may be subject to change in light of subsequent clinical results, competitive developments,
reimbursement policy developments and market conditions.
As of the Latest Practicable Date, there were no pricing guidance or centralized procurement
requirements applicable to our product candidates in China. To enhance market access and
competitiveness, we plan to seek inclusion of our Core Products in the NRDL and other government
reimbursement programs through negotiations with the relevant authorities. However, inclusion in the
NRDL is subject to government review and approval, and competition for listing is expected to be intense.
COMPETITION
The development and commercialization of innovative drugs are highly competitive and subject to
rapid and significant changes. We believe that our differentiated portfolio, deep knowledge of key
therapeutic pathways provide us with strong competitive advantages. We face potential competition from
many different sources working to develop therapies targeting the same indications for which we develop
our drug candidates. These include major pharmaceutical companies as well as specialty pharmaceutical
companies of various sizes. Our Core Products and key drug candidate face competition from approved
and clinical-stage drug candidates that focus on similar indications and target patient population with us,
and these competing products may have significant competitive strengths and advantages when compared
to our drug candidates. For competitive landscape of our drug candidates, see “—Our Drug Candidates”
and “Industry Overview” in this prospectus.
EMPLOYEES
As of December 31, 2025, we had 115 full-time employees, the majority of whom are based in
Chengdu, China. The following table sets forth the number of our employees by function:
Function
Number of
employees
% of Total
employees
Research and development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893 80.9
Management and administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 19.1
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/H1118115 100.0
Our success depends on our ability to attract, retain and motivate qualified personnel, and we believe
that our high-quality talent pool is one of our core strengths. As of December 31, 2025, our R&D personnel
account for 80.9% of the total employees. We use various methods for our recruitment, including campus
recruitment, online recruitment, internal referrals and recruitment firms or agents, to satisfy our demand
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for different types of talents. We conduct safety awareness, quality awareness and corporate culture
training for R&D and manufacturing staff, and implement a comprehensive training system for all
employees. We hold various training courses conducted online and offline on a weekly basis.
We enter into standard confidentiality and employment agreements with our key management and
research staff. The contracts with our key personnel typically include a standard non-compete clause that
prohibits the employee from competing with us, directly or indirectly, during his or her employment and
for two years after the termination of his or her employment. The contracts also typically include
undertakings regarding assignment of inventions and discoveries made during the course of his or her
employment. For further details regarding the terms of confidentiality and employment agreements with
our key management, see “Directors, Supervisors and Senior Management” in this prospectus.
As required under PRC laws and regulations, we participate in various employee social security
plans that are organized by applicable local municipal and provincial governments, including housing,
pension, medical, work-related injury, maternity, and unemployment benefit plans, under which we make
contributions at specific percentages of the salaries of our employees. We believe we maintain a good
working relationship with our employees, and we had not experienced any material labor dispute or any
difficulty in recruiting staff for our operations during the Track Record Period and up to the Latest
Practicable Date.
Social Insurance and Housing Provident Fund Contributions
During the Track Record Period, we made social insurance and housing provident fund contributions
for all of our employees. However, we did not make full contributions in strict compliance with the
relevant PRC laws and regulations prior to July 30, 2025. With effect from August 1, 2025, we have made
full social insurance and housing provident fund contributions for each of our employees in accordance
with the applicable requirements. As of December 31, 2024 and 2025, our shortfall in social insurance and
housing provident fund contribution during the Track Record Period amounted to RMB5.8 million and
RMB7.4 million, respectively, on a cumulative basis.
We have established various internal policies and procedures to ensure that we make full
contributions to social insurance and housing provident funds. These internal policies and procedures
include (i) maintaining regular communication with the relevant authorities to ensure ongoing compliance
with applicable laws and regulations; (ii) actively engaging with employees to enhance their awareness
and understanding of social insurance contributions and their corresponding obligations; (iii)
strengthening internal control procedures by assigning dedicated personnel to conduct regular monitoring
of compliance status; (iv) consulting PRC legal advisors on a regular basis regarding the latest regulatory
developments; and (v) providing employees with training programs on social insurance and housing
provident fund compliance.
According to PRC laws and regulations, under-contribution to social insurance may subject the
employer to make up the shortfall within a prescribed period and to pay a daily overdue charge of 0.05%
of the amount of the shortfall. Failure to comply within the prescribed timeline may lead to fines ranging
from one to three times the overdue amount. Additionally, pursuant to applicable PRC laws and
regulations, if the employer fails to register and establish an account for housing provident fund
contributions, the authority could order the employer to correct it within a prescribed time limit, where
failure to do so within the time limit shall result in a fine of RMB10,000 to RMB50,000. If there is any
failure to pay the full amount of housing provident fund as required, the competent housing provident fund
management center may require payment of the outstanding amount within a prescribed period. If the
payment is not made within such time limit, the relevant authorities may seek enforcement through the
PRC courts. The employer might also be subject to potential labor disputes arising from such arrangements
with the relevant employees. Pursuant to the Notice of the General Office of the State Council on Issuing
the Comprehensive Plan for the Reduction of Social Insurance Contribution Rates (Ι
ٝissued and implemented on 1 April 2019, administrative
authorities shall not conduct centralized clearance of enterprises’ historical arrears without authorization
during the reform of the social insurance levy and collection system.
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Therefore, as advised by our PRC Legal Advisors, the likelihood of material administrative fines or
other penalties being imposed against us in respect of the previously unpaid contributions is considered
remote, our Directors believe that our failure to fully pay social insurance and housing provident fund
payments will not have any material adverse impact on our business operations and financial condition.
Considering (i) as of the Latest Practicable Date, we had not received any notification from relevant
government authorities requiring us to pay the shortfalls or penalties with respect to social insurance and
housing provident funds; (ii) during the Track Record Period and up to the Latest Practicable Date, we had
not been subject to any administrative penalties, material litigations and legal proceedings, nor were we
aware of any material employee complaints or material labor disputes with our employees with respect to
social insurance and housing provident funds; (iii) the competent local government authorities are aware
of our contribution shortfall, and we have obtained confirmations from competent local government
authorities confirmed that no penalties had been imposed on us with respect to social insurance and
housing provident funds during the Track Record Period; (iv) we will make full contributions or pay any
shortfall within the prescribed time period if demanded by the relevant government authorities; (v) we
have implemented various enhanced internal control measures to ensure future compliance; (vi) we have
made full social insurance and housing provident fund contributions for our employees since August 1,
2025; and (vii) Dr. Ji, our Controlling Shareholder, has undertaken to indemnify us against any shortfall
in the contributions we made, and any late fees, fines or compensation, with respect to the potential
liabilities arising from our underpayment of social insurance and housing provident fund. As a result, we
had not made any provision for the shortfall in our social insurance and housing provident fund
contributions during the Track Record Period and up to the Latest Practicable Date.
INSURANCE
We consider our insurance coverage to be adequate, as we maintain all the mandatory insurance
policies, including the clinical trials liability insurance, required by PRC laws and regulations and in
accordance with the commercial practices in our industry. We also maintain an insurance policy for our
fixed assets and vehicles owned by us.
In line with industry practice in the PRC, we have elected not to maintain certain types of insurance,
such as business interruption insurance or key man insurance. We believe our existing insurance coverage
is adequate for our present operations and in line with industry practice in the PRC. During the Track
Record Period, we did not make any material insurance claims in relation to our business. See “Risk
Factors—Risks Relating to Our Operations—Our insurance coverage may not sufficiently cover the risks
related to our business operations.”
ENVIRONMENTAL, SAFETY AND SOCIAL MEASURES
We are subject to various social, health, safety and environmental laws and regulations and our
operations are regularly inspected by local government authorities. We believe we have adequate policies
ensuring compliance with all social, health, safety and environmental protection regulations. Particularly,
we believe our continued growth rests on integrating social values into our business. We intend to create
a lasting positive environmental, social and governance (“ESG”) impact on our customers, suppliers and
the broader community whom our operation may impact. We acknowledge our responsibilities on
environmental protection, social responsibilities and are aware of the climate-related issues that may have
an impact on our business. We are committed to complying with ESG reporting requirements upon Listing.
Our Board has overall responsibility for (i) overseeing and determining our Group’s environmental,
social, and climate-related risks and opportunities that impact our Group, (ii) establishing ESG related
targets of our Group, (iii) adopting the ESG-related policies, and (iv) reviewing our Group’s performance
on ESG matters.
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Environmental Protection
As of the Latest Practicable Date, we had not yet commercialized any of our drug candidates nor
commenced large-scale commercial production. Currently, we manufacture certain existing drug
candidates solely for research and development purposes. Consequently, our operations result in minimal
air pollution, wastewater, biological solid waste, or other hazardous wastes. To ensure compliance with
national, industrial, and local environmental standards, laws, regulations, and policies, we have
implemented internal policies for environmental risk prevention. These policies include: (i) strict
adherence to Good Manufacturing Practice (GMP) regulations and relevant pollutant emissions standards;
(ii) conducting periodic environmental assessments on exhaust gas emissions, hazardous waste disposal,
noise emissions, and wastewater emissions.
During the Track Record Period and up to the Latest Practicable Date, we had not received any fines
or penalties associated with the breach of any environmental laws or regulations. 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. Our PRC Legal Advisor has confirmed that, during the Track
Record Period and up to the Latest Practicable Date, we were in compliance with applicable laws and
regulations related to environmental protection in all material respects.
Resource Consumption, Emissions and Targets
We rely on various metrics to measure the impact of our business on the environment, which are
broadly aligned with industry standards. Such metrics include the amount of resource consumption,
amount of waste (including wastewater and solid waste) generated and greenhouse gas emissions. We have
also set various goals to reduce our environmental impact, and we continue to take significant steps toward
these targets. The following table sets forth our resource use and emission-related indicators during the
Track Record Period:
Y ear ended December 31,
2024 2025
Resource consumption
Electricity
– Total amount (MWh) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118353.0 369.5
– Intensity* (MWh/RMB million) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.7 3.4
Water
– Total amount (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,694 3,040
– Intensity* (t/RMB million) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835.9 27.6
Emissions
Hazardous Solid Waste
– Total amount (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829.5 63.1
– Intensity* (t/RMB million) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.4 0.6
Greenhouse Gas Emissions
(tons of CO
2 equivalent)
– Scope 1 (Direct) (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812.0 11.0
– Scope 2 (Indirect) (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849.6 51.9
– Intensity* (t/RMB million) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.8 0.6
Note:
* Calculated as the total amount of resource consumption or emission divided by research and development expenses of
the respective period.
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We exercise strict controls over three categories of R&D-related waste: laboratory animals,
wastewater and solid waste. Laboratory animal carcasses and tissues are double-bagged in accordance with
relevant protocols and temporarily stored in freezers; wastewater is collected and treated separately based
on its classification; and solid waste is placed in dedicated, sealed and clearly labeled containers. All
hazardous waste, including medical waste during pre-clinical and clinical trials is transferred to licensed
third-party service providers for compliant, harmless and environmentally responsible treatment, with
full-process tracking to prevent secondary contamination. Other than solid waste, which increased due to
the expansion of our clinical trial activities, there are no material fluctuations in electricity and water
consumption. Our operations do not involve the use or handling of any human samples. We adopt a
strategy of purchasing in smaller quantities more frequently to avoid the accumulation of expired or
unusable hazardous chemicals due to excessive inventory, thus reducing hazardous waste generation. We
also prioritize using reagents with higher safety profiles to reduce the risk of generating hazardous waste.
All our water sources come from municipal supplies, and our business operations do not face any
difficulties in obtaining water, and water resource risks have no significant impact on our operation and
financial performance. Our greenhouse gas (GHG) emissions all come from Scope 2 emissions associated
with purchased electricity. Scope 2 (indirect emissions) mainly includes emissions from the consumption
of purchased electricity and heat, calculated in accordance with the Guidelines for Accounting and
Reporting of Greenhouse Gas Emissions in Chinese Industries issued by the National Development and
Reform Commission. In alignment with China’s national carbon neutrality target, we are actively working
to reduce GHG emissions generated from our operations.
We continuously monitor and strive to reduce hazardous waste production. For hazardous wastes
generated from R&D activities, we engage qualified third parties for disposal. We select such service
providers by considering their quality, industry reputation and compliance with relevant regulatory
agencies. In 2024 and 2025, we incurred costs of RMB116.2 thousand and RMB197.6 thousand,
respectively, for waste disposal. These third-party service providers operate in accordance with relevant
governmental laws and regulations. We are committed to ongoing efforts to protect the ecological
environment during our business operations, aiming to minimize adverse environmental impacts.
Our Board will establish targets for key ESG performance indicators (KPIs) at the beginning of each
financial year in accordance with Appendix C2 to the Listing Rules and other applicable regulations,
including relevant national and industry environmental standards. These targets will be reviewed annually
under the direct supervision of our Directors and senior management to ensure their continued relevance
to our Group’s operations and strategic goals. In setting ESG-related KPIs, we will take into account our
historical consumption and discharge levels during the Track Record Period, as well as our future business
expansion plans, with a view to balancing growth and environmental responsibility. We are committed to
reducing our electricity, water, and hazardous waste consumption by 5% over the next three years.
Preclinical and Clinical Study
We have implemented a series of measures to bolster laboratory and clinical trial safety while
ensuring compliance with relevant regulations. These measures include the establishment and enforcement
of internal policies and procedures aimed at clinical trial safety, starting with: (a) formulating a
comprehensive R&D project management policy to oversee the entire lifecycle process of drug
development, encompassing preclinical studies and clinical trials; (b) implementing guidelines pertaining
to employee health and safety, environmental protection, and operational safety within laboratory settings;
(c) monitoring AEs associated with drugs and drug candidates during clinical trials and maintaining
accurate records of these events for each trial; (d) conducting analysis of collected AEs and assessing
associated safety risks; (e) reporting SAEs and potential safety risks; and (f) facilitating communication
with relevant employees and CROs to ensure enforcement of clinical trial protocols.
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Social Responsibilities
In respect of social responsibilities, we are committed to offering a fair and caring working
environment to our employees. We have transparent policies on recruitment, compensation, dismissal,
equal opportunities, diversity and anti-discrimination. We hire employees based on their merits and it is
our corporate vision to offer equal opportunities to our employees. We encourage our employees who
encounter any discrimination to seek immediate assistance, which also allows us to conduct timely
investigation and follow up as needed. In addition, we provide training programs on industry and
regulatory developments to our employees.
PROPERTIES
Our corporate headquarters is located in Chengdu, China. We occupy certain properties in connection
with our business operation. As of December 31, 2025, we did not have any single property with a book
value accounting for 15% or more of our total assets. Our Directors are of the view that we are not required
to set out all of our interests in land and buildings in the valuation report described in paragraph 34(2) of
the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance according to
Chapter 5 of the Listing Rules and section 342(1)(b) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
Owned Properties
As of the Latest Practicable Date, we have obtained 17 property ownership certificates, through
which we have acquired land use rights with a total site area of approximately 57,699.4 square meters and
own properties with a total gross floor area of approximately 3,047.4 square meters, which are primarily
used for our laboratories and administrative offices.
Leased Properties
As of the Latest Practicable Date, we leased one property in Chengdu for R&D, with an aggregate
gross floor area of approximately 903.0 square meters; one property in Hefei with a total gross floor area
of approximately 123.75 square meters, used for office purposes; and one property in Fuzhou with a total
gross floor area of approximately 1,189.22 square meters, used for office purposes. We believe our current
facilities are sufficient to meet our near-term needs, and additional space can be obtained on commercially
reasonable terms to meet our future needs. We do not anticipate undue difficulty in renewing our leases
upon their expiration.
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LICENSES, APPROV ALS AND PERMITS
During the Track Record Period and up to the Latest Practicable Date, as advised by our PRC Legal
Advisors, we had obtained all material licenses and permits required for our business operations in the
PRC, and such business licenses required for our current business operations in the PRC had remained in
full effect. We had not experienced any material difficulty in renewing such certificates, permits and
licenses during the Track Record Period and up to the Latest Practicable Date, and we currently do not
expect to have any material difficulty in renewing them when they expire, if applicable. During the Track
Record Period and up to the Latest Practicable Date, we have not been penalized by the relevant
government authorities for any non-compliance relating to maintenance and renewal of our material
certificates, permits and licenses. The table below sets forth the relevant details of the material licenses
we hold for our operation:
License/Permit Issuing Authority Date of issuance
Date of
expiration
Registration certificate for enterprises
engaged in the production of explosive
and dangerous chemicals (ႡᖑΚᎈ
׼)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Wenjiang District Branch of
Chengdu Public Security
Bureau ( ϓே̹ʮτ҅๝Ϫ
ਜʱ҅)
September 9,
2019
N/A*
Purchase registration certificate for
Category II and Category III precursor
chemicals (ʷኪ
׼)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Narcotics Control Brigade of
Wenjiang District Public
Security Bureau of
Chengdu Public Security
Bureau ( ϓே̹ʮτ҅๝Ϫ
ɽඟ)
N/A** N/A**
Laboratory Animal Use Permit (ي
Դ͜஢̙ᗇ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Sichuan Provincial
Department of Science and
Technology (ኪҦ
ஔᝂ)
March 22,
2024
March 21,
2029
LEGAL PROCEEDINGS AND COMPLIANCE
Legal Proceedings
We may from time to time be subject to various legal or administrative claims and proceedings
arising from the ordinary course of business. Litigation or any other legal or administrative proceeding,
regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including
our management’s time and attention. During the Track Record Period and up to the Latest Practicable
Date, there were no legal proceedings pending or threatened against us or our Directors that could,
individually or in the aggregate, have a material adverse effect on our business, financial condition and
results of operations.
Compliance
During the Track Record Period and up to the Latest Practicable Date, as advised by our PRC Legal
Advisors, we had complied with the applicable laws and regulations in relation to our business operations
in all material respects, and we were not involved in any non-compliance incidents which the Directors
believe would, individually, or in aggregate, have a material adverse effect on our business as a whole. Our
PRC Legal Advisors are of the view that we have obtained all required licenses and approvals for our
business operations in all material respects during the Track Record Period.
* The filing certificate for entities engaged in the handling of explosive precursor chemicals is issued under a first-time filing
regime and is not subject to any statutory validity period. Such filing certificate remains valid unless and until the relevant
entity changes its operations, ceases production, suspends operations or is dissolved, upon which an updated filing is required.
** The Filing Certificate for the Purchase of Category II and Category III Precursor Chemicals (ʷኪ
) is transaction-specific and is valid only for the purchase transaction to which it relates. In connection with
its research and development activities, our Company purchases certain precursor chemicals, including toluene, acetone,
hydrochloric acid, sulfuric acid, chloroform, phenylacetic acid, acetic anhydride, diethyl ether, piperidine and methyl ethyl
ketone, all of which are classified as Category II or Category III precursor chemicals.
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RISK MANAGEMENT AND INTERNAL CONTROL
Risk Management
We recognize that effective risk management is critical to the success of our business operations. The
key operational risks we face include, among others, changes in the general market conditions and
regulatory environment of the PRC and global biopharmaceutical markets, our ability to develop,
manufacture, and commercialize our drug candidates, as well as our ability to compete with other
biopharmaceutical companies. See “Risk Factors” for detailed discussion of the various risks and
uncertainties we confront. We also encounter diverse market risks, including credit, liquidity, interest rate,
and currency risks. See “Financial Information—Quantitative and Qualitative Disclosure about Market
Risk” in this prospectus for details.
To address these challenges, we have implemented a comprehensive set of risk management policies
that establish a framework to identify, assess, evaluate, and continuously monitor the key risks associated
with our strategic objectives. Risks identified by our management are analyzed based on likelihood and
impact, and are then properly followed up, mitigated, and rectified by our Group, meanwhile reporting to
our Board of Directors. Our Directors oversee the implementation of these risk management policies.
To monitor the ongoing 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:
 establish an Audit Committee to review and supervise our financial reporting process and
internal control system;
 adopt various policies to ensure compliance with the Listing Rules, including but not limited
to aspects related to risk management, connected transactions and information disclosure;
 provide anti-corruption and anti-bribery compliance training periodically to our senior
management and employees to enhance their knowledge and compliance with applicable laws
and regulations; and
 attend training sessions by our Directors and senior management in respect of the relevant
requirements of the Listing Rules and duties of directors of companies listed in Hong Kong.
Internal Control
We have employed an independent internal control consultant to assess our internal control system
in connection with the Listing. The internal control consultant has conducted a review procedure on our
internal control system in certain aspects, including financial reporting and disclosure controls, corporate
level controls, information system control management and other procedures for our operations. We had
improved our internal control system by adopting and implementing the corresponding enhanced internal
control measures. Going forward, we will continue to regularly review and improve these internal control
policies, measures and procedures.
During the Track Record Period, we regularly reviewed and enhanced our internal control system.
Below is a summary of the internal control policies, measures and procedures we have implemented or
plan to implement:
 Our Directors, who are responsible for overseeing the corporate governance of our Group, will,
with assistance from our legal advisers, will periodically review our compliance status with all
relevant laws and regulations following the Listing.
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 We have implemented a range of measures and procedures covering various aspects of our
business operations, including related party transactions, risk management, intellectual
property protection, environmental protection, and occupational health and safety. See
“—Intellectual Property” and “—Environmental, Safety And Social Measures” in this
prospectus for details. As part of our employee training program, we regularly provide training
on these measures and procedures to our staff.
 We plan to provide our Directors, senior management, and relevant employees with continuous
training programs and updates regarding the relevant laws and regulations regularly to
proactively identify any concerns and issues relating to any potential non-compliance.
 We have established a comprehensive data protection framework to safeguard patient
confidentiality and ensure compliance with applicable national and international data
protection and privacy regulations. Our internal policies strictly govern the collection,
processing, storage, and access of personal data and medical records. Access to clinical trial
data is strictly restricted to authorized personnel in accordance with GCP and relevant
regulatory requirements. Both internal employees and external collaborators involved in
clinical trials are subject to confidentiality obligations, and data may only be used for purposes
consented to by patients.
Employees with access to confidential information are required to sign confidentiality
agreements, which prohibit the misuse of such information during and after employment and
require the return of all confidential materials upon resignation. We also conduct regular staff
training to strengthen awareness of data security and compliance requirements.
To further enhance data protection, data transfer, and cybersecurity, we have implemented the
following measures: (i) established a clinical trial data security management system to
standardize internal data protection practices; (ii) conducted regular training to enhance staff
awareness and compliance; (iii) upgraded information security technologies and maintained
firewalls to strengthen data protection; and (iv) included data protection clauses in contracts
with CROs and other partners, specifying their data protection responsibilities.
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BOARD OF DIRECTORS
The table below sets out the key information of our Directors:
Name Age
Date of joining
our Group
Date of
appointment as
Director
Existing position(s)
in our Group Roles and responsibilities
Relationship
with other
Directors,
Supervisors
and senior
management
Executive Directors
Dr. Ji Jianxin
(อ) /H1118/H1118/H1118/H1118
50 February 20,
2017
September 18,
2018
Executive Director,
chairman of our
Board, chief
executive officer
and general
manager
Responsible for providing guidance
and the formulation of business
strategies for the overall
management and business
operation and development of our
Group
None
Mr. Yang
Xiangyu
(เജρ) /H1118/H1118/H1118/H1118
39 February 20,
2017
January 18,
2024
Executive Director
and chief operating
officer
Responsible for the strategic
advancement of drug research and
development and the integration of
R&D resources
None
Mr. Wu Zhen
(ࣈ)H1118/H1118/H1118/H1118/H1118
38 May 1, 2018 September 18,
2018
Executive Director
and deputy chief
operating officer
Responsible for coordinating and
implementing the Company’s
operational support initiatives
None
Ms. Zhang Yao
(ੵာ) /H1118/H1118/H1118/H1118/H1118
31 August 1,
2023
March 18,
2025
Executive Director
and deputy head of
human resources
Responsible for human resources
management
None
Non-executive Directors
Ms. Geng Xueli
(অኪ஁) /H1118/H1118/H1118/H1118
44 October 12,
2020
October 12,
2020
Non-executive
Director
Responsible for providing guidance
for the strategy and business
development of our Group
None
Mr. Du Jiangbo
(ت)H1118/H1118/H1118/H1118
38 February 3,
2021
February 3,
2021
Non-executive
Director
Responsible for providing guidance
for the strategy and business
development of our Group
None
Mr. Wang Junfeng
(ࢤڲ)H1118/H1118/H1118/H1118
51 October 12,
2020
October 12,
2020
Non-executive
Director
Responsible for providing guidance
for the strategy and business
development of our Group
None
Mr. Zhang
Zhiyong
(ۇ
)H1118/H1118/H1118/H1118
36 January 18,
2024
January 18,
2024
Non-executive
Director
Responsible for providing guidance
for the strategy and business
development of our Group
None
Independent Non-executive Directors
Mr. Wong Jovi
Chi Wing
(ˮқ࿲) /H1118/H1118/H1118/H1118
46 July 11, 2025 July 11, 2025 Independent
non-executive
Director
Responsible for providing
independent advice to our Board
None
Mr. Jiang He
(ձ) /H1118/H1118/H1118/H1118/H1118
68 July 11, 2025 July 11, 2025 Independent
non-executive
Director
Responsible for providing
independent advice to our Board
None
Ms. Lin Fangzhu
(϶) /H1118/H1118/H1118/H1118
32 July 11, 2025 July 11, 2025 Independent
non-executive
Director
Responsible for providing
independent advice to our Board
None
Mr. Liu Zhe
(ࡪ)H1118/H1118/H1118/H1118/H1118
63 July 11, 2025 July 11, 2025 Independent
non-executive
Director
Responsible for providing
independent advice to our Board
None
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Executive Directors
Dr. Ji Jianxin (อ), aged 50, has been serving as chairman of our Board and general manager
of our Company since March 18, 2025 and our chief executive officer since September 18, 2018.
Dr. Ji has over 20 years of experience in the pharmaceutical industry. Prior to founding our Group,
Dr. Ji joined the Chengdu Diao Pharmaceutical Group Co., Ltd. (ʮ̡)( “ Diao
Group ”), a company principally engaged in pharmaceutical research and manufacturing in June 2007, and
held various positions from June 2007 to November 2016, with his last position being executive vice
president. Since January 2017, Dr. Ji has been concurrently serving as a member of the CAS Venture
Capital Investment Decision-making Committee (ࡰwhere he is primarily
responsible for reviewing and voting on major investment matters.
Dr. Ji has conducted in-depth research in the fields of synthetic methodology, medicinal chemistry,
and molecular pharmacology. He has published over 40 papers in academic journals such as the
Proceedings of the National Academy of Sciences (PNAS) and the Journal of the American Chemical
Society (JACS), which have been cited more than 1,400 times. He has also applied for nearly 30 domestic
and international patents. In 2007, he was recognized as an outstanding talent under the “Hundred Talents
Program” (ྌ) of the Chinese Academy of Sciences. In 2010, he was awarded the 11th “China Youth
Science and Technology Award” (Ҧᆤ) by the Central Organization Department of the
Communist Party of China ( ʕ΍ʕ̯ଡ଼ᔌ௅), the China Association for Science and Technology (߅
ኪҦஔ՘ึ), and the Ministry of Human Resources and Social Security (ღ௅). Dr. Ji
served as a member of the 11th and 12th National Committee of the Chinese Youth Federation (ᑌ
ࡰand the 4th Central Committee of the Chinese Youth Federation of State Organs (ڡ
ࡰIn 2016, he was selected as a leading talent expert under the National “Ten Thousand Talents
Program” (ྌ) by the Central Organization Department of the Communist Party of China ( ʕ΍ʕ
̯ଡ଼ᔌ௅).
Dr. Ji obtained his doctor’s degree in philosophy from the Hong Kong Polytechnic University in
April 2004 and became a research assistant in chemistry at Vanderbilt University in the United States in
July 2004.
Mr. Y ang Xiangyu ( เജρ), aged 39, joined our Group in February 2017 as our chief operating
officer. From August 2013 to July 2016, he worked as a drug development researcher at Diao Group, a
company principally engaged in research and development and sales of drug products, where he was
primarily responsible for drug research and development. Mr. Yang obtained his bachelor’s degree in
bioengineering from the Hunan Agricultural University (ุ༵ɽኪ) in the PRC in June 2008 and a
master’s degree in pharmaceutical chemistry from the University of Chinese Academy of Sciences ( ʕ਷
ኪ৫ɽኪ) in the PRC in July 2013.
Mr. Wu Zhen (ࣈ)aged 38, joined our Group in May 2018 as our deputy chief operating officer.
From August 2011 to April 2018, he served as a sales manager at Guilin Lijia Metal Co., Ltd. (࣭
ப΂ʮ̡), a company principally engaged in the production of copper and copper alloy
tubes, rods, bars and profiles, where he was primarily responsible for market promotion. Mr. Wu obtained
his bachelor’s degree in industrial design from the Guilin University of Electronic Science and Technology
(Ҧɽኪ) in the PRC in July 2011.
Ms. Zhang Y ao ( ੵ䊦), aged 31, joined our Group in August 2023 as the deputy head of human
resources. From July 2021 to July 2023, she worked at Sichuan Hisun Pharmaceutical Co., Ltd. ( ̬ʇऎ
ʮ̡). Ms. Zhang obtained her bachelor’s degree in management from Yunnan Normal
University (ᇍɽኪ) in the PRC in July 2017.
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Non-executive Directors
Ms. Geng Xueli ( অኪ஁), aged 44, has been appointed to our Board by SDIC Shanghai, one of our
Pre-IPO investors. Ms. Geng has over 10 years of experience in the biopharmaceutical investment
industry. From May 2014 to June 2014, Ms. Geng worked at Tsinghua University ( ૶ശɽኪ). From July
2014 to November 2015, Ms. Geng worked at Beijing Zhongguan Kecheng Technology Co., Ltd. ( ̏ԯʕ
ʮ̡), a company principally engaged in biomedicine. From March 2017 to May
2018, Ms. Geng worked at Beijing Shengshi Hongming Investment Fund Management Co., Ltd. ( ̏ԯସ
ʮ̡), a company principally engaged in investment, where she was primarily
responsible for medical investment. From June 2018 to September 2019, Ms. Geng worked at Trinity
Innovation (Beijing) Investment Management Co., Ltd ( ɧɓ௴อ(̏ԯ)ʮ̡), a company
principally engaged in investment. Since December 2019, she has been working at SDIC Venture Capital
Management Co., Ltd. (ʮ̡), a company principally engaged in project
investment and investment consulting.
Ms. Geng has also been serving as a director in several companies primarily in the biotech and
pharmaceutical industries including: (i) Beijing Lingfu Biotechnology Co., Ltd. (ࠢ
ʮ̡) since July 2023; (ii) Guotong (Chengdu) New Drug Technology Co., Ltd. ( ਷ஷ(ϓே)อᖹҦஔϞ
ʮ̡) since July 2023; (iii) Shenzhen Immunofoco Biotechnology Co., Ltd. (΅
ʮ̡) (formerly known as Suzhou Yimufeng Biotechnology Co., Ltd. (ʮ
̡)) since March 2023; (iv) Beijing Beilai Biotechnology Limited (ʮ̡) since
November 2023; (v) Nanjing Xierui Clinical Research Co., Ltd. (ʮ̡)
since December 2023; (vi) Pyrotech (Beijing) Biotechnology Co., Ltd. (ʮ̡) since
July 2023; (vii) Ractigen Therapeutics Co., Ltd. (აҦஔ(ஷ)ʮ̡) since
February 2022; (viii) Sichuan Zhishan Weixin Biotechnology Co., Ltd. (ʮ̡)
since January 2023; (ix) SAFE Pharmaceutical Technology Co., Ltd. (ʮ̡)
since January 2023; and (x) IMUNOPHARM Technology Co., Ltd. (ʮ̡)
since February 2022.
Ms. Geng obtained her bachelor’s degree in chemistry from China West Normal University (ࢪ
ᇍɽኪ) in the PRC in July 2003. Ms. Geng obtained her doctor’s degree in chemistry from Nankai
University (කɽኪ) in the PRC in December 2008. Ms. Geng obtained her postdoctoral degree in
chemistry from Uppsala University in Sweden in December 2011.
Mr. Du Jiangbo (ت)aged 38, has been appointed to our Board by Huaige Ruixin, one of our
Pre-IPO investors. Mr. Du has 10 years of experience in asset and investment management. From July
2015 to December 2017, he served as a general manager of Shanghai Honglei Investment Management
Company ( ɪऎ̾ཤҳ༟၍ଣʮ̡), a company principally engaged in investment management, where he
was primarily responsible for strategic planning, investment management, project execution, team
management and external relations. Since January 2018, he has been serving as a partner and project
investment director of Huaige Health.
Mr. Du obtained his bachelor’s degree in pharmaceutical preparations from China Pharmaceutical
University (ɽኪ) in the PRC in June 2010. Mr. Du obtained his doctor’s degree in
pharmaceutical analysis from the Shanghai Institute of Materia Medica, Chinese Academy of Sciences ( ʕ
הin the PRC in July 2015. He was qualified as a Certified Public Accountant ( ൗ
ࢪࠇby Office of the Certified Public Accountant Examination Committee of the Ministry of Finance
(܃in March 2019 and received the Legal Professional Qualification
Certificate (
ࣸissued by the Ministry of Justice of the PRC in April 2021.
Mr. Wang Junfeng (ࢤڲ)aged 51, has been appointed to our Board by Junlian Xinkang, one of
our Pre-IPO investors. Mr. Wang has nearly 21 years of investment management experience, especially in
the field of growth investment. From April 1997 to May 2001, he worked as an assistant general manager
of the key account department at Lenovo Group ( ᑌซණྠ), where he was primarily responsible for
system integration and IT professional services. From December 2001 to June 2002, Mr. Wang worked as
a marketing manager at Great Wall Broadband Network Services Co., Ltd. (ʮ̡),
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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a company principally engaged in internet information services and related technical services, where he
was primarily responsible for marketing, operations and product management. Since May 2004, he has
been serving at Junlian Capital Management Co., Ltd. (ʮ̡) with his last position
as co-chief executive, a company principally engaged in capital investment, where he is primarily
responsible for investment and fund management.
Mr. Wang was previously a director of Shanghai Haihe Testing Technology Co., Ltd. ( ɪऎऎ⊑Ꮸ಻
ʮ̡), a limited liability company established in the PRC, which was dissolved on July 7, 2025
due to business reorganization which resulted in cessation of business. There are no past or present
relationships between the company and our Group. Mr. Wang confirmed that (i) the company was solvent
immediately prior to its dissolution; (ii) no material litigations in any jurisdiction had been involved in the
dissolution of the company; (iii) there was no wrongful act on his part leading to or during the dissolution
of the company; and (iv) he was not aware of any claim which had been made against him as a result of
such dissolution.
Since September 2016, Mr. Wang has been serving as the director of Shenzhen Colibri Technologies
Co., Ltd. (ʮ̡), a company principally engaged in research and development,
design and production of industrial automation equipment, and is listed in the Shenzhen Stock Exchange
(stock code: 002957). Since November 2020, Mr. Wang has been serving as a director of Beijing Visual
MedTech Co., Ltd. (ʮ̡), a company principally engaged in research and
development, design, production and sales of digital surgical medical equipment and instruments, whose
shares are quoted on the National Equities Exchange and Quotations (stock code: 874156). Since July
2025, Mr. Wang has been serving as a director of Tianjin Mnchip Technologies Co. Ltd (Ҧ
ʮ̡), a company principally engaged in research and development and innovative application of
microfluidic technology, whose shares are quoted on the National Equities Exchange and Quotations
(stock code: 874674).
Mr. Wang has also been serving as a director in several companies primarily in the biotech and
pharmaceutical industries including: (i) Yeasen Biotechnology (Shanghai) Co., Ltd. (Ҧ(ɪऎ)
ʮ̡) since June 2021; (ii) Tianjin Haihe Biomedical Technology Group Co., Ltd. (͛
ʮ̡) since November 2022; (iii) Shanghai Ligetai Biotechnology Co., Ltd. ( ɪऎл
ʮ̡) since April 2023; (iv) Guangzhou Jiajian Biotechnology Co., Ltd. ( ᄿψԳᛡ
ʮ̡) since May 2023; (v) Spectrumedics Medical Technology (Shanghai) Co., Ltd. ( ᗅ௴
Ҧ(ɪऎ)ʮ̡) since May 2024; (vi) Shanghai Tengrui Pharmaceutical Co., Ltd. ( ɪऎᙜ๿Ⴁ
ʮ̡) since June 2024; and (vii) Tianjin Haihe Ruicheng Medical Instrument Technology Co.,
Ltd. (ʮ̡) since May 2025. Mr. Wang currently serves as the director of
several companies primarily in the biotech and pharmaceutical industries, including Shanghai Tengrui
Pharmaceutical Co., Ltd. (ʮ̡) and Shanghai Ligetai Biotechnology Co., Ltd. ( ɪ
ʮ̡). Mr. Wang obtained his bachelor’s degree of polymer chemistry from
Lanzhou University ( ᚆψɽኪ) in the PRC in June 1995. Mr. Wang obtained his master’s degree of
business administration in international finance from McMaster University in Canada in June 2004. Mr.
Wang obtained his master’s degree of business administration at Tsinghua University ( ૶ശɽኪ)i nt h e
PRC in July 2019.
Mr. Zhang Zhiyong (ۇ)aged 36, has been appointed to our Board by Jiangjin Fund, one of
our Pre-IPO investors.
From August 2012 to November 2015, he worked at the Shenzhen Branch of Agricultural Bank of
China Co., Ltd. (ʮ̡). From June 2016 to June 2020, he worked as a manager at
the fund investment department of Yibai Nian (China) Investment Co., Ltd. ( අϵϋ(ʕ਷)ʮ̡),
a company principally engaged in private equity investment, where he was primarily responsible for fund
and project investment. From August 2020 to April 2022, he served as a director of the investment
development department of Chongqing Performing Arts Co., Ltd. (ʮ̡), a company
principally engaged in cultural performances, where he was primarily responsible for the company’s IPO
listing. Since May 2022, he has been serving as a director of the investment department of Huada
(Chongqing) Private Equity Investment Fund Management Co., Ltd. ( ശ༺(ᅅ)၍ଣϞ
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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ʮ̡), a company principally engaged in private equity investment, where he is primarily responsible
for the investment management. Mr. Zhang obtained his bachelor’s degree in finance from the Guangdong
University of Finance (ፄኪ৫) in the PRC in July 2012.
Independent non-executive Directors
Mr. Wong Jovi Chi Wing ( ˮқ࿲), aged 46, was appointed as our independent non-executive
Director on July 11, 2025, effective from the Listing Date.
Mr. Wong has over 21 years of experience of corporate finance, investment and asset management
experience. From December 2002 to February 2010, Mr. Wong worked in Auto22.com Ltd, an online
automobile trading platform, and his last position was general manager. From June 2010 to June 2013, Mr.
Wong served various positions at the corporate finance division of Haitong International Capital Limited.
From June 2013 to July 2014, Mr. Wong served as the associate at the corporate finance department of
China Merchants Securities (HK) Co., Ltd. From July 2014 to March 2018, Mr. Wong served as the
director of distribution department of Janus Henderson Investors (Hong Kong) Limited, an asset
management company. From April 2018 to March 2022, Mr. Wong served as an executive director of
Wonder Capital Group Limited, an investment management company. From April 2022 to October 2023,
Mr. Wong served as the managing director of Seazen Resources Capital Investment Management Limited,
a company principally engaged in proprietary investment and asset management. Since June 2019, Mr.
Wong has been serving as an independent non-executive director in Dalipal Holdings Limited, a company
listed on the Stock Exchange (stock code: 1921), principally engaged in the production of special pipes.
Since January 2024, Mr. Wong has been serving as an independent non-executive director in Golden Faith
Group Holdings Limited, a company listed on the Stock Exchange (stock code: 2863), principally engaged
in investment holding. Mr. Wong obtained his bachelor’s degree in science from The University of
Auckland in New Zealand in 2003, and his master’s degree in business administration from the Hong Kong
University of Science & Technology in 2010. He is also a member of CPA Australia.
Mr. Jiang He (ձ), aged 68, was appointed as our independent non-executive Director on July 11,
2025, effective from the Listing Date. From March 1985 to September 1987, Mr. Jiang was a lecturer at
the Third Military Medical University (ᔼɽኪ), where he was primarily responsible for teaching
and participating in research projects on Plateau medicine. From July 1994 to December 1998, Mr. Jiang
worked as a post-doctoral researcher at National Institutes of Health (Ӻ৫), where he was
primarily responsible for scientific research and research paper writing. From July 2002 to March 2012,
he was the co-founder, director and chief executive officer of Chongqing Frontier Biotechnology Co., Ltd.
(ʮ̡), a company primarily engaged in innovative drug development, where he
was primarily responsible for financing, establishing the team and managing the development of antiviral
drugs. From February 2006 to June 2014, he was the co-founder, director and general manager of Chengdu
Frontier BioSciences Co., Ltd. (ʮ̡), a preclinical contract research organization,
where he was primarily responsible for business development, team management and daily operations.
Since July 2015, he has been serving as the founder, chairman and chief executive officer of Chengdu
Future Health Technology Co., Ltd. (ʮ̡), a company principally engaged in
health promotion and disease prevention, where he was primarily responsible for investment, financing,
project management, new drug programs and international collaborations. Mr. Jiang obtained his
bachelor’s degree in medicine from Southwest Medical University (ɽኪ) in the PRC in July
1982. He obtained his master’s degree in medicine from the Third Military Medical University (ࠏ
ᔼɽኪ) in the PRC in January 1985. He obtained his doctor’s degree in philosophy from the University
of Manitoba in Canada in July 1994. He was awarded the Golden Award issued by the Chinese Patent and
Trademark Office (ᆤ) in 2023.
Ms. Lin Fangzhu (϶), aged 32, was appointed as our independent non-executive Director on
July 11, 2025, effective from the Listing Date. From October 2018 to December 2023, she worked as a
senior auditor at Deloitte, where she was primarily responsible for audit projects of listed companies in
the pharmaceutical and consumer industries. Since December 2023, she has been working at China
Resources Snow Breweries Co., Ltd. (ਭৢ(ʕ਷)ʮ̡), where she is primarily responsible
for financial reporting and disclosure.
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Ms. Lin obtained her bachelor’s degree in biopharmaceutical engineering from Shandong University
in the PRC in June 2016, and obtained her master’s degree in drug design from University College London
in the United Kingdom in November 2017. She was qualified as a Certified Public Accountant (ࠇ
ࢪby the Certified Public Accountant Examination Committee of the Ministry of Finance of the PRC ( ʕ
ึ) in November 2022 and obtained the qualification of
Intermediate Accountant (ࢪࠇfrom the Ministry of Finance of the PRC (௅)
and the Ministry of Human Resources and Social Security of the PRC (ึ
ღ௅) in December 2022.
Mr. Liu Zhe (ࡪformerly named as Liu Jifang (ٹaged 63, was appointed as our
independent non-executive Director on July 11, 2025, effective from the Listing Date. From July 1988 to
September 1997, he taught at the Commercial Law Teaching and Research Department of Northwest
University of Political Science, where he was engaged in the teaching and research of company law and
contract law. From July 2000 to March 2004, he worked as a legal executive in the legal department of
CITIC Group, where he was primarily responsible for internal control and legal compliance management.
Since July 2006, he has been a practicing lawyer in the PRC and a partner of King & Capital Law Firm.
Mr. Liu obtained his bachelor’s degree in law from Northwest University of Politics and Law ( Г̏
ɽኪ) in the PRC in June 1985 and obtained both his master’s degree in law and doctor’s degree in
law from China University of Political Science and Law (ɽኪ) in the PRC in June 1988 and June
2000. He obtained the national legal professional qualification certificate (ࣣand the
lawyer qualification certificate (ࣣissued by the Ministry of Justice of the PRC in
February 2008 and May 2009, respectively.
Save as disclosed above and in this prospectus, each of our Directors has confirmed that he/she has
no other relationship with any other Directors, Supervisors, senior management, substantial Shareholders
or Controlling Shareholders of our Company and none of our Directors has held any other directorships
in listed companies during the three years immediately preceding the date of this prospectus. Save as
disclosed above, each of our Directors has confirmed that there are no other matters relating to his/her
appointment as a Director that need to be brought to the attention of our Shareholders and there is no other
information in relation to his/her appointment which is required to be disclosed pursuant to Rule 13.51(2)
of the Listing Rules. Each of our Directors has confirmed that he/she has obtained the legal advice on July
31, 2025 with regard to the requirements under the Listing Rules that are applicable to him/her as a
director of a listed issuer and the possible consequences of making a false declaration or giving false
information to the Stock Exchange as set out in Rule 3.09D of the Listing Rules and he/she understood
his/her obligations as a director of a listed issuer. Each of our independent non-executive Directors has
confirmed his/her independence with regards to each of the factors as set out in Rule 3.13(1) to (8) of the
Listing Rules and that there are no other factors that may affect his/her independence at the time of his
appointment.
SUPERVISORS
Pursuant to the PRC Company Law, our Shareholders passed a resolution at our general meeting held
on July 11, 2025 to abolish the supervisory committee of the Company effective upon Listing. Following
the abolishment of the supervisory committee, the principal functions of the supervisory committee has
been replaced by the Audit Committee. As advised by our PRC Legal Advisors, the abolishment of the
supervisory committee will be exercised in compliance with the PRC Company Law, the Guidelines on
Articles of Association for Listed Companies, and other relevant PRC laws and regulations.
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The following table sets forth certain information regarding our Supervisors as of the date of this
prospectus:
Name Age
Date of
joining
our Group
Date of
appointment
as Supervisor
Existing position(s)
in our Group
Roles and
responsibilities
Relationship
with other
Directors,
Supervisors
and senior
management
Mr. Tang Gaojia (৷
ྗ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
42 April 18,
2018
March 18,
2025
President of the
Supervisory
Committee,
Supervisor and
head of quality
department
Responsible for
presiding the work of
the Supervisory
Committee and
supervising and
providing
independent advice
to our Board
None
Ms. Wang Liqun ( ӓᘆ
໊) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
31 March 10,
2021
March 18,
2025
Supervisor and head
of administration
department
Responsible for
supervising and
providing
independent advice
to our Board
None
Ms. Guo Qi
(ெೡ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
32 October 24,
2024
November 5,
2025
Supervisor and
Registration
supervisor
Responsible for
supervising and
providing
independent advice
to our Board and the
registration and
submission of
innovative drugs
None
Mr. Tang Gaojia (৷ྗ), aged 42, was appointed as our Supervisor and the president of the
Supervisory Committee on March 18, 2025.
Mr. Tang has over 14 years of experience in quality inspection. From October 2009 to March 2010,
Mr. Tang worked at Sinopharm Holdings Sichuan Professional Pharmacy Chain Co., Ltd. (̬ʇ
ʮ̡), a company principally engaged in sales of drugs and medical services. From June
2010 to November 2010, Mr. Tang worked at Sichuan Pharmaceutical Preparation Co., Ltd. ( ̬ʇႡᖹႡ
ʮ̡), a company principally engaged in sales and production of injections and healthcare products
. From December 2010 to October 2011, Mr. Tang worked at Jianjin Pharmaceutical Co., Ltd. ( ਄ආႡᖹ
ʮ̡), a company principally engaged in the research and development and commercialization of
small molecule chemical drugs. From November 2011 to October 2012, Mr. Tang worked at Chengdu
Shengdi Pharmaceutical Co., Ltd. (ʮ̡). From November 2012 to April 2018, Mr. Tang
worked as a quality analyst and subsequently as a quality manager at Chengdu Ruizhi Chemical Research
Co., Ltd. (ʮ̡), where he was primarily responsible for carrying out quality
analysis in new drug declaration, and establishment and operation of analytical laboratory quality systems.
Since April 2018, Mr. Tang has been working as the head of quality department at our Company, where
he is primarily responsible for the quality analysis of new drug applications, the operation of analytical
laboratories and related work in the quality system. Mr. Tang obtained his bachelor’s degree in pharmacy
from Chengdu University of Traditional Chinese Medicine ( ϓேʕᔼᖹɽኪ) in the PRC in June 2007.
Ms. Wang Liqun ( ӓᘆ໊), aged 31, was appointed as our Supervisor on March 18, 2025. From
November 2018 to February 2021, Ms. Wang worked as an audit assistant at Sichuan Jiahui Accounting
Firm Co., Ltd. (ப΂ʮ̡), where she was primarily responsible for auditing
and supervisory work, and preparing audit reports. Since March 2021, Ms. Wang has been working as the
head of administration department at our Company, where she was primarily responsible for the banking
and administration of our Company. Ms. Wang obtained her bachelor’s degree in accounting from
Panzhihua University (ኪ৫) in the PRC in June 2018.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Ms. Guo Qi ( ெೡ), aged 32, was appointed as our Supervisor on November 5, 2025. From August
2019 to July 2021, Ms. Guo worked at Ningbo Krka Menovo Pharmaceutical Co., Ltd. (ፕ
ʮ̡), a company principally engaged in the pharmaceutical research and development. From
July 2021 to September 2024, Ms. Guo worked at Shandong Bestcomm Pharmaceutical Company Limited
(ʮ̡), a company listed on the National Equities Exchange and Quotations (stock
code: 874718) and principally engaged in the pharmaceutical research and development. Ms. Guo joined
our Company as a registration supervisor in October 2024, where she is primarily responsible for the full
lifecycle of registration and application for innovative drugs. Ms. Guo obtained her bachelor’s degree in
chemistry from Yunnan University (ɽኪ) in the PRC in June 2016. Ms. Guo obtained her master’s
degree in pharmaceutical chemistry from the Shanghai Institute of Materia Medica, Chinese Academy of
Sciences (הin the PRC in June 2019.
Save as disclosed above and in this prospectus, each of our Supervisors has confirmed that he/she
has no other relationship with any Directors, Supervisors, senior management, substantial Shareholders or
Controlling Shareholders of our Company and none of our Supervisors has held any other directorships
in listed companies during the three years immediately preceding the date of this prospectus. Save as
disclosed above, each of our Supervisors has confirmed that there are no other matters relating to his/her
appointment as a Supervisor that need to be brought to the attention of our Shareholders and there is no
other information in relation to his/her appointment which is required to be disclosed pursuant to Rule
13.51(2) of the Listing Rules.
SENIOR MANAGEMENT
Our senior management includes Dr. Ji, Mr. Yang Xiangyu, Mr. Wu Zhen, Ms. Zhang Yao, all of
whom are our executive Directors, and the following members:
Name Age
Date of
joining
our Group
Date of
appointment
as senior
management
Existing
position(s) in our
Group Roles and responsibilities
Relationship
with other
Directors,
Supervisors
and senior
management
Ms. Guo Na
(ࢆ)H1118/H1118/H1118/H1118
44 May 1,
2018
May 1,
2018
Head of research
and
development
Responsible for research and
development of innovative
drugs
None
Mr. Du
Fengtian ( Ӂ
ቜ͞) /H1118/H1118/H1118/H1118/H1118
43 February
25, 2017
February
25, 2017
Deputy head of
research and
development
Responsible for preclinical
research and development
None
Mr. Luo Shuai
(܏)H1118/H1118/H1118/H1118
34 January 4,
2021
January 4,
2023
Head of project
department
Responsible for management of
project department
None
Ms. Zhang
Jingjie ( ੵവ
ᆎ) /H1118/H1118/H1118/H1118/H1118/H1118
32 September
14, 2023
September
14, 2023
Chief financial
officer, Board
secretary and
joint company
secretary
Responsible for the overall
supervision and management
of financial and accounting
affairs and company
secretarial matters of our
Group
None
Ms. Guo Na (ࢆ)aged 44, joined our Group in May 2018 and has been serving as our head of
research and development. Ms. Guo is proficient in preclinical and clinical research and has rich project
management experience. From July 2012 to February 2018, Ms. Guo served as the head of the chemical
innovative drug research laboratory and director of the research laboratory of Diao Group, where she was
primarily responsible for the research and development of innovative drugs.
Ms. Guo obtained her bachelor’s degree in chemistry from Yunnan University (ɽኪ) in the PRC
in July 2004. Ms. Guo obtained her master’s degree in medicinal chemistry from Kunming Institute of
Botany, Chinese Academy of Sciences (הيin the PRC in July 2008. Ms. Guo
obtained her doctor’s degree in medicinal chemistry from the Chengdu Institute of Biology, Chinese
Academy of Sciences (הin the PRC in July 2012.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Mr. Du Fengtian ( Ӂቜ͞), aged 43, joined our Group in February 2017 and has been serving as our
deputy head of research and development. From April 2013 to January 2017, Mr. Du worked as an assistant
researcher at Chengdu Institute of Biology, Chinese Academy of Science (ה,)
where he was primarily responsible for research in medical chemistry. Mr. Du obtained his bachelor’s
degree in engineering from Southwest University of Science and Technology (Ҧɽኪ) in the PRC
in June 2007. Mr. Du obtained doctor’s degree in science from Graduate School of the Chinese Academy
of Sciences (Ӻ͛৫) in the PRC in July 2012.
Mr. Luo Shuai (܏,)aged 34, joined our Group in January 2021 and served as a synthesis
researcher from January 2021 to January 2023. He has been the head of project department since January
2023. Mr. Luo obtained his bachelor’s degree in science and doctor’s degree in science from the Sichuan
University ( ̬ʇɽኪ) in the PRC in June 2013 and June 2022, respectively.
Ms. Zhang Jingjie ( ੵവᆎ), aged 32, joined our Group as our chief financial officer and Board
secretary in September 2023. From October 2019 to September 2023, Ms. Zhang worked as a senior
auditor of Deloitte Touche Tohmatsu Certified Public Accountants LLP (ה(౷ஷ
Υྫ)), where she was primarily responsible for providing IPO listing services and annual audit report
services for listed companies. Ms. Zhang obtained her bachelor’s degree in business from Chengdu
University of Technology ( ϓேଣʈɽኪ) in the PRC in June 2015. Ms. Zhang obtained her master’s
degree in political economics from Sichuan University ( ̬ʇɽኪ) in the PRC in June 2019. Ms. Zhang
obtained the award of Career Mentor at School of Business, Chengdu University of Technology ( ϓேଣ
ࢪissued by School of Business, Chengdu University of Technology ( ϓேଣʈɽኪ
ਠኪ৫) in June 2025.
JOINT COMPANY SECRETARIES
Ms. Zhang Jingjie ( ੵവᆎ), was appointed as one of our joint company secretaries on June 25,
2025. She is our chief financial officer and Board secretary. For her biography, see “—Senior
Management” in this section.
Ms. Ma Wing Y ee ( ৵൘ᄃ) was appointed as our joint company secretary on August 20, 2025.
Ms. Ma is an assistant manager of SWCS Corporate Services Group (Hong Kong) Limited and has over
10 years of experience in corporate governance and company secretarial practice in listed companies on
the Stock Exchange. Ms. Ma obtained her bachelor of arts from the University of Hong Kong. She is an
associate member of The Hong Kong Chartered Governance Institute and The Chartered Governance
Institute in the United Kingdom.
BOARD COMMITTEES
Our Board has established the Audit Committee, the Remuneration and Appraisal Committee and the
Nomination Committee and delegated various responsibilities to these committees, which assist our Board
in discharging its duties and overseeing particular aspects of our Group’s activities.
Audit Committee
We have established the Audit Committee on June 25, 2025 pursuant to Rule 3.21 of the Listing
Rules with written terms of reference in compliance with paragraph D.3 of Part 2 of the Corporate
Governance Code as set out in Appendix C1 to the Listing Rules (the “ CG Code ”). The Audit Committee
consists of Ms. Lin Fangzhu, Mr. Jiang He and Mr. Liu Zhe. Ms. Lin Fangzhu is the chairlady of the Audit
Committee and has the appropriate professional qualifications or accounting or related financial
management expertise as required under Rule 3.10(2) of the Listing Rules. The primary duties of the Audit
Committee include, but not limited to (i) handling of the relationship with external auditors, including
advising our Board on their appointment and removal, monitoring their audit process and developing the
relevant policies;(ii) reviewing and providing advice on our financial information; (iii) overseeing our
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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financial reporting system, risk management and internal control systems; (iv) performing our corporate
governance functions; and (v) performing other duties and responsibilities as assigned by our Board and/or
required by the relevant laws and regulations.
Remuneration and Appraisal Committee
We have established the Remuneration and Appraisal Committee on June 25, 2025 pursuant to Rule
3.25 of the Listing Rules with written terms of reference in compliance with paragraph E. 1 of Part 2 of
the CG Code. The Remuneration and Appraisal Committee consists of Ms. Lin Fangzhu, Dr. Ji Jianxin and
Mr. Jiang He. Ms. Lin Fangzhu is the chairlady of the Remuneration and Appraisal Committee. The
primary duties of the Remuneration and Appraisal Committee include, but not limited to (i) making
recommendations to our Board on our policy and structure for remuneration of our Directors and senior
management; (ii) determining, reviewing and approving the remuneration packages of each executive
Director and senior management; (iii) making recommendations to our Board on the remuneration of
non-executive Directors; (iv) considering salaries paid by comparable companies, time commitment and
responsibilities and employment conditions for other employees of our Group; (v) reviewing and/or
approving matters relating to share schemes under Chapter 17 of the Listing Rules.
Nomination Committee
We have established the Nomination Committee on June 25, 2025 pursuant to Rule 3.27A of the
Listing Rules with written terms of reference in compliance with paragraph B.3 of Part 2 of the CG Code.
The Nomination Committee consists of Dr. Ji Jianxin, Mr. Jiang He and Ms. Lin Fangzhu. Dr. Ji Jianxin
is the chairman of the Nomination Committee. The primary duties of the Nomination Committee are (i)
reviewing the structure, size and composition of our Board at least annually; (ii) identifying individuals
suitably qualified to become Directors and selecting or making recommendations to our Board on the
selection of individuals nominated for directorships; (iii) assessing the independence of independent
non-executive Directors; and (iv) making recommendations to our Board on the appointment or
re-appointment of Directors and succession planning for Directors.
BOARD DIVERSITY POLICY
Our Company recognizes and embraces the benefits of having a diverse Board and sees increasing
diversity at the Board level as an essential element in supporting the attainment of our Company’s strategic
objectives and sustainable development. Our Company seeks to achieve Board diversity through the
consideration of a number of factors, including but not limited to talent, skills, gender, age, cultural and
educational background, ethnicity, professional experience, independence, knowledge and length of
service. We will select potential Board candidates based on merit against objective criteria, having due
regard to the benefits of diversity and his/her potential contribution to our Board while taking into
consideration our own business model and specific needs from time to time.
Our Board has a balanced mix of knowledge, skills and experience, including but not limited to
biotechnology, pharmaceutical research and development, corporate operation management, corporate
financial management, auditing, investment management, asset management, and sales and marketing.
Members of our Board have obtained degrees in various majors including philosophy, bioengineering,
engineering, management, chemistry, pharmaceutical preparations, pharmaceutical analysis, polymer
chemistry, business administration, finance, science, medicine and law. We have four independent
non-executive Directors from different backgrounds, including accounting, engineering, investment and
law. Furthermore, our Directors are of a wide range of age, from 31 years old to 68 years old.
With regard to gender diversity on the Board, we recognize the particular importance of gender
diversity. Our Board currently comprises of three female Directors and nine male Directors and expects
to maintain the same gender mix in the Board upon Listing. We have taken and will continue to take steps
to promote and enhance gender diversity at all levels of our Company, including but without limitation at
our Board and senior management levels. Our board diversity policy provides that our Board should aim
to increase the proportion of female members over time after Listing where possible when selecting and
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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making recommendations on suitable candidates for Board appointments. We will also ensure that there
is gender diversity when recruiting staff at mid to senior level so that we will have a pipeline of female
senior management and potential successors to our Board going forward. It is our objective to maintain
an appropriate balance of gender diversity with reference to the expectations of stakeholders and
international and local recommended best practices.
Our Nomination Committee is responsible for ensuring the diversity of our Board members. After
Listing, our Nomination Committee will review our board diversity policy and its implementation from
time to time to monitor its continued effectiveness and we will disclose the implementation of our board
diversity policy, including any measurable objectives and the progress on achieving these objectives, in
our corporate governance report on an annual basis.
COMPETITION
Each of our Directors (other than our independent non-executive Directors) confirms that as of the
Latest Practicable Date, he/she did not have any interest in a business, apart from the business of our
Group, which competes or is likely to compete, either directly or indirectly, with our 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 pharmaceutical
and healthcare industries. However, as these non-executive Directors are neither our Controlling
Shareholders nor members of our executive management team, we believe that their interests in such
companies as directors would not render us incapable of carrying on our business independently from the
other companies in which they may hold directorships from time to time.
KEY TERMS OF EMPLOYMENT CONTRACTS
We normally enter into employment contracts, confidentiality agreements and non-competition
agreements with our senior management members and other key personnel. Below sets forth the key terms
of these contracts we have entered into with our senior management and other key personnel.
Confidentiality
The employee shall keep in confidence and shall not disclose our trade secrets, until the trade secret
is actually in the public domain other than as a result of the employee’s breach of the duty of
confidentiality. The employees shall use all confidential information only for work purposes and shall not
disclose, copy or otherwise use any confidential information for any other purpose.
Non-competition
Within five years from the date of the employee’s departure (the “ Non-compete Period ”), the
employee shall not, directly or indirectly, (i) set up, operate or participate in the business of our
competitors; (ii) work for, provide financial support, guarantees or advice to our competitors; (iii) engage
in any activity similar to our business; (iv) cause, assist or encourage any of our other employees to
terminate their employment with us; or (v) employ any of our other employees.
Invention for Hire
The rights and interests in any invention, utility model, design, copyright and other forms of
intellectual property rights, including but not limited to those produced by the employee: (i) in the
performance of his/her work duties or assigned tasks during his/her employment or within one year from
the date of the employee’s departure; or (ii) mainly using our physical and technological conditions,
including but not limited to capital, equipment, component, raw materials, know-how or confidential
information, shall belong to us.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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COMPLIANCE ADVISOR
We have appointed Somerley Capital Limited as our compliance advisor pursuant to Rule 3A.19 of
the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, our compliance advisor will advise our
Company (a) before the publication of any regulatory announcement, circular or financial report; (b)
where a transaction, which might be a notifiable or connected transaction under the Listing Rules, is
contemplated including shares issues, sales or transfers of treasury shares and share repurchases; (c) where
our Company proposes to use the proceeds from the Global Offering in a manner different from that
detailed in this prospectus or where our business activities, developments or results deviate from any
forecast, estimate or other information in this prospectus; and (d) where the Stock Exchange makes an
inquiry of our Company regarding unusual movements in the price or trading volume of our Shares under
Rule 13.10 of the Listing Rules. The term of the appointment shall commence on the Listing Date and end
on the date on which our Company distribute our annual report in respect of our financial results for the
first full financial year commencing after the Listing Date.
CORPORATE GOVERNANCE
Our Directors recognize the importance of incorporating elements of good corporate governance in
the management structures and internal control procedures of our Group so as to achieve effective
accountability. Our Company has adopted the code provisions stated in the Corporate Governance Code.
Our Company is committed to the view that our Board should include a balanced composition of
executive Directors, non-executive Directors and independent non-executive Directors so that there is a
strong independent element on our Board, which can effectively exercise independent judgment. It is
expected that our Group will be able to continue to comply with the code provisions in the Corporate
Governance Code upon the Listing.
Except for the deviation from paragraph C.2.1 of Part 2 of the Corporate Governance Code, our
Company’s corporate governance practices have complied with the Corporate Governance Code as at the
Latest Practicable Date. Paragraph C.2.1 of Part 2 of the Corporate Governance Code stipulates that the
roles of chairman of the board and chief executive should be separate and should not be performed by the
same individual. Dr. Ji currently is serving as the chairman of the Board as well as the general manager
(which is equivalent to chief executive) of our Company. In view that Dr. Ji has been assuming day-to-day
responsibilities in operating and managing our Group since 2017 and the development of our Group, our
Board believes that with the support of Dr. Ji’s extensive experience and knowledge in the business of our
Group, vesting the roles of both chairman and general manager of our Company in Dr. Ji strengthens the
consistent and solid leadership of our Group, and thereby allows for efficient business planning and
decision which is in the best interest to our Group as a whole. Our Board will continue to review and
consider splitting the roles of executive chairman of our Board and the general manager of our Company
at a time when it is appropriate by taking into account the circumstances of our Group as a whole.
Our Directors consider that the deviation from paragraph C.2.1 of Part 2 of the Corporate
Governance Code is appropriate in such circumstances. Notwithstanding the above, our Board is also of
the view that the current management structure is effective for our Group’s operations, and sufficient
checks and balances are in place. Our Board will continue to review the effectiveness of the corporate
governance structure of our Company in order to assess whether separation of the roles of chairman of our
Board and general manager is necessary.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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OVERVIEW
As of the Latest Practicable Date, Dr. Ji was entitled to exercise approximately 57.50% voting rights
in our Company through (i) 12,424,624 Shares directly held by him, representing approximately 20.71%
voting rights in our Company; (ii) 19,971,379 Shares through Chengdu Wenshao, of which Dr. Ji is the
general partner, representing approximately 33.29% voting rights in our Company; and (iii) 2,097,440
Shares through Suzhou Jishitang, of which Dr. Ji is the general partner, representing approximately 3.50%
voting rights in our Company. Suzhou Jishitang is our employee incentive platform and is managed by Dr.
Ji.
Immediately upon completion of the Global Offering (assuming the Over-allotment Option is not
exercised), Dr. Ji will be directly and indirectly entitled to exercise approximately 46.87% voting rights
in our Company. Therefore, pursuant to the Listing Rules and the Guide for New Listing Applicants, Dr.
Ji, Chengdu Wenshao and Suzhou Jishitang will be regarded as a group of Controlling Shareholders upon
Listing.
INTERESTS OF OUR CONTROLLING SHAREHOLDERS IN OTHER BUSINESSES
Each of our Controlling Shareholders has confirmed that, as of the Latest Practicable Date, none of
them or any of their respective close associates had interests in any business, apart from the business of
our Company, which competes, or is likely to compete, either directly or indirectly, with our business
which would require disclosure under Rule 8.10 of the Listing Rules.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS AND THEIR RESPECTIVE
CLOSE ASSOCIATES
Management Independence
Our Board comprises of four executive Directors, four non-executive Directors and four independent
non-executive Directors. None of our Directors or members of our senior management team (other than
members of our Controlling Shareholders themselves) hold any position in the businesses of our
Controlling Shareholders or their respective close associates.
Our daily management and operations are carried out by a senior management team, all of whom
have substantial experience in the industry in which our Company is engaged, and will therefore be able
to make business decisions that are in the best interests of our Group.
Each of our Directors is aware of his/her fiduciary duties as a Director, which require, among other
things, that he/she acts for the benefit 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. In the event that there is any
potential conflict of interest arising out of any transaction to be entered into between our Group and any
of the Directors or their respective close associates, the interested Director(s) shall abstain from voting at
the relevant board meetings of our Company in respect of such transactions and shall not be counted in
the quorum.
We have appointed four independent non-executive Directors with extensive experience in their
respective areas of expertise to ensure that the decisions of our Board are made after due consideration
of independent and impartial opinions and in the best interests of our Company and our Shareholders as
a whole. Matters including connected transactions are required to be referred to our independent
non-executive Directors for review and approval. In addition, we have adopted a series of corporate
governance measures to manage conflicts of interests, if any, between our Group and our Controlling
Shareholders which would support our independent management. See “—Corporate Governance
Measures” in this section.
Based on the reasons above, our Directors are of the view that our Group is capable of managing our
business independently from our Controlling Shareholders and their respective close associates after the
Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Operational Independence
We have full rights to make all decisions on and to carry out our own business operations
independently. Our Group holds the relevant licenses, approvals and permits from the relevant regulatory
authorities that are material to our operations. We have sufficient capital, facilities and employees to
operate our business independently from our Controlling Shareholders and their respective close
associates. We also have independent access to our customers and suppliers and an independent
management team to operate our business.
Based on the above, our Directors are of the view that our Group is capable of operating
independently from our Controlling Shareholders and their respective close associates following the
completion of the Global Offering.
Licenses required for operation
We hold all relevant licenses necessary to carry on our current business independently from our
Controlling Shareholders and/or their respective close associates.
Research and development
We have our own R&D platform and personnel which are independent from our Controlling
Shareholders and their respective close associates. As of December 31, 2025, our R&D team consisted of
93 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 29 registered
patents in China and overseas which are necessary for our R&D and operations. With such independent
R&D platforms, 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 process independently.
Access to customers and suppliers
We have independent access to our customers and suppliers. Our customers and suppliers bases are
diversified and unrelated to our Controlling Shareholders and their respective close associates.
Operational facilities and administration
As of the Latest Practicable Date, our Company operated and maintained properties, facilities and
equipment necessary to our business operations that are independent from our Controlling Shareholders
and their respective close associates.
Employees
As of the Latest Practicable Date, all of our employees were recruited independently from our
Controlling Shareholders and their respective close associates and primarily through both internal referrals
and external sources such as recruiting websites and third-party recruiters.
Based on the reasons above, our Directors are of the view that 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.
Financial Independence
We have an independent financial system and make financial decisions according to our own
business needs. We also have our own internal control and accounting systems, accounting and finance
department for discharging the treasury function, which are all independent from our Controlling
Shareholders and their respective close associates.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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In addition, we have been and are capable of obtaining financing from third parties without relying
on any guarantee or security provided by our Controlling Shareholders or their respective close associates.
As of the Latest Practicable Date, there was no loan, advance or guarantee provided by our Controlling
Shareholders or their respective close associates.
Based on the above, our Directors believe that we are able to conduct our business independently
from our Controlling Shareholders and their respective close associates from a financial perspective and
are able to maintain financial independence and would not place undue reliance on our Controlling
Shareholders or their respective close associates.
CORPORATE GOVERNANCE MEASURES
Each of our Controlling Shareholders has confirmed that he/it has fully comprehended his/its
obligations to act for the benefit and in the best interests of our Shareholders as a whole. Our Directors
recognize the importance of good corporate governance in protecting our Shareholders’ interests. We
would adopt the following measures to safeguard good corporate governance standards and to avoid
potential conflict of interests between our Group and our Controlling Shareholders:
(a) as part of our preparation for the Global Offering, we have amended our Articles of Association
to comply with the Listing Rules. In particular, our Articles of Association provided that, unless
otherwise provided, a Director shall not vote on any resolution approving any contract or
arrangement or any other proposal in which such Director or any of his/her associates have a
material interest nor shall such Director be counted in the quorum present at the meeting;
(b) we are committed that our Board should include a balanced composition with not less than
one-third of independent non-executive Directors to ensure that our Board is able to effectively
exercise independent judgment in its decision-making process and provide independent advice
to our Shareholders. We have appointed four independent non-executive Directors and we
believe our independent non-executive Directors possess sufficient experience and they are
free of any business or other relationship which could interfere in any material manner with the
exercise of their independent judgment and will be able to provide an impartial, external
opinion to protect the interests of our public Shareholders. For details of our independent
non-executive Directors, see “Directors, Supervisors and Senior Management—Board of
Directors—Independent Non-executive Directors” in this prospectus;
(c) we have established internal control mechanisms to identify conflict of interest and connected
transactions. Upon and after the Listing, if our Company enters into connected transactions
with our Controlling Shareholders or any of their associates, our Company will comply with
the applicable Listing Rules;
(d) we have appointed Somerley Capital Limited as our compliance advisor, which will provide
advice and guidance to us in respect of compliance with the applicable laws and the Listing
Rules including various requirements relating to Directors’ duties and corporate governance;
and
(e) upon Listing, if our Company enters into connected transactions with our Controlling
Shareholders or their respective associates, our Company will comply with the Listing Rules.
In addition, as required by the Listing Rules, our independent non-executive Directors shall
review any continuing connected transaction annually and confirm in our annual report that
such transactions have been entered into in our ordinary and usual course of business, are either
on normal commercial terms or on terms no less favorable to us than those available to or from
independent third parties and on terms that are fair and reasonable and in the interests of our
Shareholders as a whole.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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So far as our Directors are aware, immediately prior to and following the completion of the Global
Offering and conversion of Unlisted Shares into H Shares (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
interests or short positions in our Shares or underlying Shares which would be required to be disclosed to
us under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly,
interested in 10% or more of the nominal value of any types of our issued voting shares of any member
of our Group:
LONG POSITIONS IN SHARES OF OUR COMPANY
Name of Shareholder Nature of interest
Shares held as of
the Latest Practicable Date (1)
Shares held immediately following the completion of
the Global Offering and conversion of
Unlisted Shares into H Shares (1)
Type of
Shares Number
Percentage of
shareholding
in the
relevant type
of Shares
Type of
Shares (2) Number
Percentage of
shareholding
in the
relevant type
of Shares
Percentage of
shareholding
in the total
issued share
capital (3)
(approx.) (approx.) (approx.)
Dr. Ji /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted
Shares
12,424,624 (L) 20.71% H Shares 12,424,624 (L) 16.88% 16.88%
Interest in controlled
Corporations (4)
Unlisted
Shares
22,068,819 (L) 36.78% H Shares 22,068,819 (L) 29.98% 29.98%
Chengdu Wenshao /H1118/H1118/H1118/H1118Beneficial owner (4) Unlisted
Shares
19,971,379 (L) 33.29% H Shares 19,971,379 (L) 27.14% 27.14%
SDIC Shanghai /H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted
Shares
5,520,100 (L) 9.20% H Shares 5,520,100 (L) 7.50% 7.50%
Junlian Xinkang /H1118/H1118/H1118/H1118/H1118Beneficial owner Unlisted
Shares
4,246,253 (L) 7.08% H Shares 4,246,253 (L) 5.77% 5.77%
Huada PE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
Corporations (5)
Unlisted
Shares
3,999,969 (L) 6.67% H Shares 3,999,969 (L) 5.43% 5.43%
Notes:
(1) The letter “L” denotes the person’s long position in our Shares.
(2) For the avoidance of doubt, both Unlisted Shares and H Shares are ordinary Shares in the share capital of our Company, and
are considered as one class of Shares.
(3) The calculation is based on the total number of 73,599,605 H Shares in issue immediately after completion of the Global
Offering (assuming no exercise of the Over-allotment Option) and the Conversion of Unlisted Shares into H Shares.
(4) Dr. Ji is the general partner of Chengdu Wenshao, holding approximately 71.79% partnership interest therein. Dr. Ji is also
the general partner of Suzhou Jishitang. Therefore, under the SFO, Dr. Ji is deemed to be interested in the 19,971,379 Shares
held by Chengdu Wenshao and the 2,097,440 Shares held by Suzhou Jishitang.
(5) Huada PE is the general partner of each of Jiangjin Fund and Chengyu Tuanjiehu Fund. Therefore, under the SFO, Huada PE
is deemed to be interested in the 2,222,218 Shares held by Jiangjin Fund and the 1,777,751 Shares held by Chengyu Tuanjiehu
Fund in aggregate.
Except as disclosed above, our Directors are not aware of any person will, immediately prior to and
following the completion of the Global Offering and conversion of Unlisted Shares into H Shares (without
taking into account any H shares which may be issued pursuant to the exercise of the Over-allotment
Option), have interests or short positions in any Shares or underlying Shares, which would be required to
be disclosed to us under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly
or indirectly interested in 10% or more of the nominal value of any types of our issued voting shares of
any member of our Group. Our Directors are not aware of any arrangement which may at a subsequent date
result in a change of control of our Company.
SUBSTANTIAL SHAREHOLDERS
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THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (the “ Cornerstone Investment
Agreements ”) with the cornerstone investors (the “ Cornerstone Investors ”), namely (i) 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 ”), Foresight Global Superior Choice SPC—Horizon Next Fund SP
(“Horizon Next Fund ”), and Foresight International Series– Foresight China Equity Fund (“ FCE Fund ”
together with GSC Fund 1, Vision Fund 1, Horizon Fund 1 and Horizon Next Fund, the “ Foresight
Funds ”), (ii) Key Broad Future Limited (ʮ̡)( “ Key Broad ”), (iii) LBC HK Opportunity
Fund Limited (“ LBC HK ”), (iv) Sage Partners Master Fund (“ Sage Partners ”), (v) Panjing Harbourview
Investment Fund (ږ“() Panjing Fund ”), and (vi) Taikang Life Insurance Co., Ltd. ( इੰ
ப΂ʮ̡)( “ Taikang Life ”) as set out below, pursuant to which the Cornerstone Investors
have agreed to, subject to certain conditions, subscribe at the Offer Price for such number of Offer Shares
(rounded down to the nearest whole board lot of 100 H Shares) that may be subscribed for with an
aggregate amount of US$65 million (equivalent to approximately HK$509.4 million) (exclusive of
brokerage fee, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee)
(the “ Cornerstone Placing ”).
Based on the Offer Price of HK$81.80 per H Share, the total number of Offer Shares to be subscribed
by the Cornerstone Investors would be 6,227,800 Offer Shares, representing approximately 45.7% of the
Offer Shares pursuant to the Global Offering (assuming the Over-allotment Option is not exercised) and
approximately 39.8% of the Offer Shares pursuant to the Global Offering (assuming the Over-allotment
Option is fully exercised).
Our Company is of the view that, (i) the Cornerstone Placing will ensure a reasonable size of solid
commitment at the beginning of the marketing period of the Global Offering and will provide confidence
to the market; and (ii) by leveraging on the Cornerstone Investors’ industry reputation and investment
experience, the Cornerstone Placing will help raise the profile of our Company and to signify that such
investors have confidence in our business and prospect. Our Company became acquainted with each of the
Cornerstone Investors through the business network of our Group or through introduction by business
partners of our Company or the Underwriters.
The Cornerstone Placing will form part of the International Offering, the Cornerstone Investors 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 Shares in issue following the Global Offering 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 will not, by virtue of their cornerstone
investments, have any Board representation in our Company; and none of the Cornerstone Investors will
become a substantial Shareholder of our Company. The subscription of the Offer Shares by the
Cornerstone Investors will not result in more than 50% of the H Shares in public hands at the time of
Listing being beneficially owned by the three largest public Shareholders for the purpose of Rule 8.08(3)
of the Listing Rules. 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.
To the best knowledge of our Company after making reasonable enquiries, (i) each of the
Cornerstone Investors and their respective ultimate beneficial owners are independent of the other
Cornerstone Investors, our Group, our connected persons and their respective associates, and is not an
existing Shareholder or a close associate of our Group; (ii) none of the Cornerstone Investors is
accustomed to take instructions from our Company, our Directors, Supervisors, chief executive of our
CORNERSTONE INVESTORS
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Company, 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 Shares registered in its name or otherwise held by it; and (iii) none of the subscription of
the relevant Offer Shares by any of the Cornerstone Investors is financed by our Company, our Directors,
Supervisors, chief executive of our Company, Controlling Shareholders, substantial Shareholders or
existing Shareholders or any of its subsidiaries or their respective close associates.
As confirmed by each of the Cornerstone Investors, their subscription under the Cornerstone Placing
would be financed by their own internal resources. 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) or its shareholders is required for the relevant cornerstone
investment. All of the Cornerstone Investors have confirmed that they have sufficient funds to settle the
investment amounts and they will pay and settle in full for the relevant Offer Shares that they have
subscribed before dealings in the Offer Shares commence on the Stock Exchange.
Certain Cornerstone Investors have agreed that the Sole Overall Coordinator in their sole discretion
may defer the delivery of all or part of the Offer Shares they will subscribe to on a date later than the
Listing Date. There will be no deferred settlement of the Offer Shares to be subscribed by the Cornerstone
Investors. Where delayed delivery takes place, such Cornerstone Investors that may be affected by such
delayed delivery arrangement has agreed that it shall nevertheless pay for the relevant Offer Shares in full
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.
Pursuant to Chapter 4.14 of the Guide, in the event of over-subscription under the Hong Kong Public
Offering, the number of Offer Shares to be allocated to the Cornerstone Investors may be affected by the
reallocation of Shares between the International Offering and the Hong Kong Public Offering. If the total
demand for Shares in the Hong Kong Public Offering falls within the circumstance as set out in “Structure
of the Global Offering—The Hong Kong Public Offering—Reallocation,” the number of Offer Shares to
be allocated to the Cornerstone Investors may be deducted on a pro rata basis to satisfy the public
demands under the Hong Kong Public Offering. In addition, our Company and the Sole Overall
Coordinator have the right to adjust the number of Offer Shares to be allocated to the Cornerstone
Investors in their sole and absolute discretion to ensure compliance with (i) the minimum public float
requirement under Rule 19A.13A(1) of the Listing Rules or as otherwise approved by the Stock Exchange,
(ii) Rule 8.08(3) of the Listing Rules, which stipulates that no more than 50% of the Shares in public hands
can be beneficially owned by the three largest public shareholders of the Company on the Listing Date;
and (iii) the free float requirement under Rule 19A.13C(1) of the Listing Rules. Further, the Sole Overall
Coordinator and our Company can adjust the number of Investor Shares to be allocated to the Cornerstone
Investors in their sole and absolute discretion for the purpose of the compliance with Appendix F1 (Placing
Guidelines for Equity Securities) to the Listing Rules.
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 June 22,
2026.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by our
Cornerstone Investors in connection with the Cornerstone Placing.
Foresight Funds
GSC Fund 1, Vision Fund 1, Horizon Fund 1 and Horizon Next Fund are sub-funds of Foresight
Global Superior Choice SPC, which was incorporated in the Cayman Islands on October 17, 2016.
CORNERSTONE INVESTORS
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FCE Fund is a sub-fund of Foresight International Series (the “ Trust”), which is an open-ended
umbrella unit trust established under the laws of Hong Kong pursuant to its trust deed. The Trust has been
established as an umbrella fund, and separate and distinct sub-funds may be established by the manager
and the trustee within the trust from time to time. Each sub-fund has its own investment objective and
policies.
All of 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
(ʮ̡)( “ 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
(׼Foresight Fund Management is the investment advisor of the GSC Fund 1 and Vision Fund 1.
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.
Key Broad
Key Broad is a wholly owned subsidiary of Xuancheng Kaibo Industry Fund Partnership (Limited
Partnership) (ΥྫΆุ(Υྫ)) (“ Xuancheng Kaibo ”). Xuancheng Kaibo is
managed and owned as to 0.03% by its general partner, Kaibo (Hubei) Private Equity Fund Management
Co., Ltd. ( ௱௹(ಳ̏)ʮ̡)( “ Kaibo PE ”).
Kaibo PE focuses on investments in innovative technologies across sectors such as
biopharmaceuticals, new energy, and artificial intelligence, with a particular emphasis on identifying
breakthrough technologies and high-quality companies that possess strong technological barriers, high
growth potential, and significant market opportunities. Kaibo PE’s ultimate beneficial owner is Zheng
Xuyi ( ቍၫɓ).
The limited partners of Xuancheng Kaibo are: (i) Xuancheng Dongzheng Kaisheng Industry Fund
Partnership (Limited Partnership) (ΥྫΆุ(Υྫ)), a key fund product
managed by Shanghai Orient Securities Capital Investment Co., Ltd. (ʮ̡),
the private equity fund platform of Orient Securities Company Limited (ʮ̡), a
company publicly listed on both the Hong Kong Stock Exchange (stock code: 3958) and the Shanghai
Stock Exchange (stock code: 600958); and (ii) Xuancheng Economic Development Zone Key Industry
Investment Partnership (Limited Partnership) (ᓃପุҳ༟ΥྫΆุ(Υྫ)), a major
Xuancheng City fund established to support the development of emerging industries.
Xuancheng Dongzheng Kaisheng Industry Fund Partnership (Limited Partnership) (ᗇකସପ
ΥྫΆุ(Υྫ)) and Xuancheng Economic Development Zone Key Industry Investment
Partnership (Limited Partnership) (ᓃପุҳ༟ΥྫΆุ(Υྫ)) holds 16.63% and
83.34% partnership interests in Xuancheng Kaibo, respectively.
Xuancheng Economic Development Zone Key Industry Investment Partnership (Limited
Partnership) (ᓃପุҳ༟ΥྫΆุ(Υྫ)) is ultimately controlled by the State-owned
Assets Supervision and Administration Commission of the Xuancheng People’s Government (̹ɛ͏
ึ).
LBC HK
LBC HK is a long-bias fund that primarily invests in publicly traded equities across various sectors,
including healthcare, as well as other industries in Hong Kong market.
CORNERSTONE INVESTORS
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LBC HK is managed by Lake Bleu Capital (Hong Kong) Limited (“ Lake Bleu Capital ”) on a
discretionary basis. There is no ultimate beneficial owner holding 30% or more interest in LBC HK. Bin
Li, an Independent Third Party, is the ultimate beneficial owner of Lake Bleu Capital. Lake Bleu Capital
is also licensed by the SFC to carry out type 9 regulated activities.
Sage Partners
Sage Partners is an exempted company with limited liability incorporated in the Cayman Islands. It
is managed by Sage Partners Limited, a Hong Kong incorporated SFC Type 9 licensed investment
management company established in 2019. The ultimate beneficial owner of Sage Partners Limited is Mr.
Wang Fei. Sage Partners is a discretionary fund which primarily focuses on investment opportunities in
the healthcare and emerging technologies sector by deploying a long-term fundamental-based approach.
None of the investors in Sage Partners holds 30% or more of its interest.
Panjing Fund
Panjing Fund is an exempted company incorporated with limited liability in the Cayman Islands
under the Companies Act of the Cayman Islands. Panjing Fund is managed on a discretionary basis solely
by its Investment Manager, Harbourview Investment Pte. Ltd. (“ Harbourview Investment ”), who holds
a Capital Markets Services Licence issued by the Monetary Authority of Singapore.
Harbourview Investment pursues a long-short investment strategy in managing the assets of Panjing
Fund and focuses on equities which are temporarily under-appreciated by the market but whose companies
display great upside potential. Panjing Fund invests in a diverse portfolio comprising global listed equity
securities and equity-related securities. Panjing Fund’s investments are not subject to any geographic
limitation.
Xiao Jian, an Independent Third Party, is the ultimate beneficial owner of Panjing Fund, holding
100% of its interest. Xiao Jian and Huang Jinwei, each an Independent Third Party, are the ultimate
beneficial owners of Harbourview Investment, holding 60% and 40% of its interests, respectively.
As confirmed by Panjing Fund, no sub-fund is involved in this subscription of Offer Shares under
its Cornerstone Investment Agreement.
Taikang Life
Taikang Life is a company established in the PRC and a wholly-owned subsidiary of Taikang
Insurance Group Inc. (ʮ̡). There is no shareholder holding 30% or more in
Taikang Insurance Group Inc. (ʮ̡). Taikang Life provides a full range of
personal security and investment and wealth management products and services for individuals and
families. The products on offer correspond to the different requirements of customers in terms of market
segments such as the children and teenagers, females and high-income population groups. They also meet
multidimensional demands regarding health care and accident cover, pensions and wealth management,
among others.
Taikang Insurance Group Inc. (ʮ̡) is an insurance and financial service
conglomerate focused on insurance, asset management and health and elderly care as main businesses. The
Beijing-headquartered company consists of several subsidiaries including Taikang Life, Taikang AMC,
Taikang Pension, Taikang Healthcare, Taikang Health, and TK.CN. Its product offering covers life
insurance, internet-based financial insurance, enterprise annuity, asset management, health and elderly
care, health management and commercial real estate, among others.
Save as disclosed in this section, no Cornerstone Investors or their shareholders are listed on any
stock exchanges.
CORNERSTONE INVESTORS
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The table below sets forth details of the Cornerstone Placing:
Assuming the Over-
allotment Option is not
exercised
Assuming the Over-
allotment Option is
exercised in full
Cornerstone
Investor
Total investment
amount (1)
Number of
Offer Shares to
be subscribed (2)
%o f
Offer
Shares
% of Shares in
issue upon
completion of
the Global
Offering
%o f
Offer
Shares
% of Shares in
issue upon
completion of
the Global
Offering
Foresight Funds /H1118US$25.0 million 2,395,400 17.6% 3.3% 15.3% 3.2%
Key Broad /H1118/H1118/H1118/H1118/H1118US$25.0 million 2,395,400 17.6% 3.3% 15.3% 3.2%
LBC HK /H1118/H1118/H1118/H1118/H1118/H1118US$5.0 million 479,000 3.5% 0.7% 3.1% 0.6%
Sage Partners /H1118/H1118/H1118US$4.0 million 383,200 2.8% 0.5% 2.5% 0.5%
Panjing Fund /H1118/H1118/H1118US$3.0 million 287,400 2.1% 0.4% 1.8% 0.4%
Taikang Life /H1118/H1118/H1118US$3.0 million 287,400 2.1% 0.4% 1.8% 0.4%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118US$65.0 million 6,227,800 45.7% 8.6% 39.8% 8.3%
Notes:
(1) The investment amount excludes brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading
fee, and is calculated based on the exchange rate set out in “Information about this Prospectus and the Global
Offering—Exchange Rate Conversion” for illustrative purpose.
(2) Subject to rounding down to the nearest whole board lot of 100 Shares.
CLOSING CONDITIONS
The obligation of the Cornerstone Investors to acquire the Offer Shares under the Cornerstone
Investment Agreements is subject to, among other things, the following closing conditions:
(a) the Underwriting Agreements being 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 the Underwriting Agreements having been
terminated;
(b) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and
permission to deal in, the Shares (including the Shares under the Cornerstone Placing as well
as other applicable waivers and approvals and those in connection with the subscription of the
Shares under the Cornerstone Placing) and such approval, permission or waiver having not
been revoked prior to the commencement of dealings in the H Shares on the Stock Exchange;
(c) the CSRC having accepted the filings made under the Overseas Listing Trial Measures for the
Global Offering and published the filing results in respect of the filings 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;
(d) no laws shall have been enacted or promulgated by any governmental authority which prohibits
the consummation of the transactions contemplated in the Global Offering or the Cornerstone
Investment Agreements, and there shall be no orders or injunctions from a court of competent
jurisdiction in effect precluding or prohibiting consummation of such transactions; and
CORNERSTONE INVESTORS
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(e) the respective representations, warranties, undertakings, confirmations and acknowledgements
of the Cornerstone Investors under their respective Cornerstone Investment Agreements are and
will be accurate and true in all material respects and not misleading and that there is no material
breach of the Cornerstone Investment Agreements on the part of the Cornerstone Investors.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that without the prior written consent of each of the
Company, the Sole Sponsor and the Sole Overall Coordinator, it will not, whether directly or indirectly,
at any time during the period commencing from (and inclusive of) the Listing Date and ending on (and
inclusive of) the date falling six (6) months after the Listing Date (the “ Lock-up Period ”), (i) dispose of,
in any way, any of the Offer Shares it has subscribed for or any interest in any company or entity holding
any of such Offer Shares pursuant to the relevant Cornerstone Investment Agreements; (ii) agree, enter
into an agreement or publicly announce an intention to enter into such transaction described above; (iii)
allow itself to undergo a change of control (as defined in the Takeovers Code) at the level of its ultimate
beneficial owner; or (iv) enter into any transactions directly or indirectly with the same economic effect
as any aforesaid transaction, save for certain limited circumstances, such as transfers to any of its
wholly-owned subsidiaries which will be bound by the same obligations of such Cornerstone Investor,
including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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As of the Latest Practicable Date, the registered share capital of our Company was RMB59,999,605,
divided into 59,999,605 Unlisted Shares, with a nominal value of RMB1.00 each.
The share capital of our Company immediately after the completion of the Global Offering and
conversion of Unlisted Shares into H Shares will be as follows:
Assuming the Over-allotment Option is not exercised:
Number of
Shares Description of Shares
Percentage to
total share
capital
59,999,605 H Shares converted from Unlisted Shares 81.52%
13,600,000 H Shares to be issued under the Global Offering 18.48%
73,599,605 Total 100.00%
Assuming the Over-allotment Option is exercised in full:
Number of
Shares Description of Shares
Percentage to
total share
capital
59,999,605 H Shares converted from Unlisted Shares 79.32%
15,640,000 H Shares to be issued under the Global Offering 20.68%
75,639,605 Total 100.00%
ASSUMPTIONS
The above table assumes that the Global Offering has become unconditional and the H Shares are
issued pursuant to the Global Offering.
RANKING
Upon the completion of the Global Offering and conversion of Unlisted Shares into H Shares, our
Shares will consist of H Shares only.
Apart from certain qualified domestic institutional investors in the PRC, the 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 between
legal or natural PRC persons.
Both Unlisted Shares and H Shares are ordinary Shares in the share capital of our Company and are
regarded as the same class of Shares under the Articles of Association. Unlisted Shares and H Shares shall
carry the same rights in all other respects and, in particular, will rank equally for dividends or distributions
declared, paid or made. All dividend for H Shares will be denominated and declared in Renminbi, and paid
in Hong Kong dollars or Renminbi, whereas all dividends for Unlisted Shares will be paid in Renminbi.
Other than cash, dividends could also be paid in the form of shares or a combination of cash and shares.
SHARE CAPITAL
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CIRCUMSTANCES UNDER WHICH GENERAL MEETING AND CLASS MEETING ARE
REQUIRED
For details of circumstances under which our Shareholders’ general meetings are required, see
“Appendix III—Summary of Articles of Association” to this prospectus.
CONVERSION OF OUR UNLISTED SHARES INTO H SHARES
Pursuant to the regulations prescribed by the securities regulatory authorities of the State Council
and the Articles of Association, the holders of Unlisted Shares may, at their own discretion, authorize the
Company to file with the CSRC for conversion of their Unlisted Shares into overseas-listed Shares. Such
converted Shares could be listed or traded as H Shares on the Stock Exchange, provided that prior to the
conversion and trading of such H Shares, any requisite internal approval process has been duly completed
and all the filing procedures with the relevant regulatory authorities, including CSRC which requires
administrative filing procedures for the conversion and trading of such converted Shares, have been
consummated. In addition, such conversion and trading shall comply with the regulations, requirements
and procedures prescribed by the Stock Exchange.
Filing with the CSRC and Full Circulation Application
In accordance with the Overseas Listing Trial Measures and related guidelines announced by the
CSRC, H-share listed companies which apply for the conversion of unlisted shares into H shares for listing
and circulation on the Stock Exchange shall file the application with the CSRC according to the
administrative filing procedures necessary for the Overseas Listing Trial Measures. An H-share listed
company may apply for a “Full Circulation” separately or when applying for refinancing overseas. An
unlisted domestic joint stock company may apply for “Full Circulation” when applying for an overseas
initial public offering.
We have filed with the CSRC for the conversion of Unlisted Shares into H Shares in respect of the
registration of the overseas listing and “Full Circulation”, pursuant to which (i) our Company is supposed
to issue no more than 15,640,000 H Shares (including any H Shares which may be issued pursuant to the
exercise of the Over-allotment Option) with a nominal value of RMB1.00 each, which are all ordinary
Shares, and upon such issuance our Company may be listed on the Main Board of the Stock Exchange;
(ii) a total of 59,999,605 Unlisted Shares (with a nominal value of RMB1.00 each) held by our existing
Shareholders (the “ Participating Shareholders ”) are supposed to be converted into H Shares on a
one-for-one basis after the Global Offering, and the relevant Shares may be listed on the Stock Exchange
upon completion of the conversion.
Listing Approval by the Stock Exchange
We have applied to the Stock Exchange for the approval for the granting of listing of, and permission
to deal in, our H Shares to be issued pursuant to the Global Offering (including any H Shares which may
be issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be converted from
59,999,605 Unlisted Shares on the Stock Exchange, which is subject to the approval by the Stock
Exchange.
We will perform the following procedures for the conversion of Unlisted Shares into H Shares after
receiving the approval of the Stock Exchange: (a) giving instructions to our H Share Registrar regarding
relevant share certificates of the converted H Shares; and (b) enabling the converted H Shares to be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS. The
Participating Shareholders may only deal in the Shares upon completion of following domestic procedures.
SHARE CAPITAL
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TRANSFER OF SHARES ISSUED PRIOR TO LISTING DATE
The PRC Company Law provides that in relation to the public offering of a company, the shares
issued prior to the public offering shall not be transferred within a period of one year from the date on
which the publicly offered shares are listed on any stock exchange. Accordingly, Shares issued by our
Company prior to the Global Offering shall be subject to such statutory restriction and not be transferred
within a period of one year from the Listing Date.
Shares transferred by our Directors and members of the senior management each year during their
term of office shall not exceed 25% of their total respective shareholdings in our Company. The Shares
that the aforementioned persons hold in our Company cannot be transferred within one year from the
Listing Date, nor within half a year after they leave their positions as Directors or members of the senior
management in our Company.
For details of the lock-up undertaking given by our Controlling Shareholders to the Stock Exchange,
see “Underwriting—Undertakings to the Stock Exchange Pursuant to the Listing Rules—Undertakings by
our Controlling Shareholders” in this prospectus.
INCREASE IN SHARE CAPITAL
Pursuant to the Articles of Association and subject to the requirements of relevant PRC laws and
regulations, our Company, upon the Listing of our H Shares, is eligible to enlarge its share capital by
issuing either new H Shares or new Unlisted Shares on the condition that such proposed issuance shall be
approved by a special resolution of Shareholders in general meeting conducted in accordance with the
provisions of the Articles of Association and that such issuance complies with the Listing Rules and other
relevant laws and regulations of Hong Kong. To adopt a special resolution of Shareholders in general
meeting, more than the two thirds votes represented by the Shareholders (including proxies) present at the
general meeting must be exercised in favor of the resolution. See “—Ranking” in this section.
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.
SHAREHOLDERS’ APPROV AL FOR THE GLOBAL OFFERING
Approval from holders of the Shares is required for our Company to issue H Shares and seek the
listing of H Shares on the Stock Exchange. Our Company has obtained such approval at the Shareholders’
general meeting held on July 11, 2025.
SHARE CAPITAL
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Y ou should read the following discussion and analysis in conjunction with our consolidated
financial information included in “Appendix I—Accountants’ Report” to this prospectus, together
with the accompanying notes. Our consolidated financial information has been prepared in
accordance with IFRSs. Y ou should read the entire Accountants’ Report and not merely rely on
the information contained in this section.
The following discussion and analysis contain forward-looking statements that reflect the
current views with respect to future events and financial performance. These statements are based
on assumptions and analyses made by us in light of our experience and perception of historical
trends, current conditions and expected future developments, as well as other factors that we
believe are appropriate under the circumstances. However, whether the actual outcome and
developments will meet our expectations and predictions depends on a number of risks and
uncertainties over which we do not have control. For details, see “Forward-looking Statements”
and “Risk Factors.”
OVERVIEW
We are a clinical-stage biotech company founded by a team of industrial experts in 2017, dedicated
to researching and developing therapies for autoimmune, metabolic and oncology diseases. We have three
Core Products—HJ787, HJ178 and HJ891—all of which are self-developed, small-molecule NMPA
Category 1 innovative drugs. HJ787, is a selective TYK2 inhibitor intended for the topical treatment of
mild-to-moderate atopic dermatitis (AD), mild-to-moderate acne vulgaris (A V), neurodermatitis (ND) and
psoriasis (Ps) and the oral treatment of AD, ND and Ps in the autoimmune sector, HJ178, is an orally
available agent acting on GLP-1 and GIP, intended for type 2 diabetes and potentially overweight or
obesity in the metabolic sector. HJ891 is an oral a KRAS
G12C inhibitor intended for the treatment of
non-small-cell lung cancer (NSCLC) with KRAS G12C mutation that has progressed following first-line
standard therapies as monotherapy and non-squamous NSCLC with KRAS G12C mutation as first-line
combination therapy, in the oncology sector. As of the Latest Practicable Date, we also had one
clinical-stage drug candidate HJ197 and five preclinical drug candidates HJ356, HJ093, HJ199, HJ198 and
HJ086, all of which are also self-developed, small-molecule NMPA Category 1 innovative therapies.
We currently have no products approved for commercial sales and was loss-making during the Track
Record Period. We incurred losses of RMB202.3 million and RMB135.1 million in 2024 and 2025,
respectively. We incurred losses during the Track Record Period primarily due to significant amount of
research and development expenses as well as loss from changes in fair value of financial instruments with
preferred rights. In 2024 and 2025, our revenue was RMB1.8 million and RMB13.0 million, respectively,
all of which were derived from our out-license and collaboration agreements.
BASIS OF PREPARATION AND PRESENTATION
Our Company was incorporated in the PRC on February 20, 2017 as a limited liability company. On
March 18, 2025, our Company was converted into a joint stock company with limited liability under the
Company Law of the PRC. See “History, Development and Corporate Structure—Our Corporate
Developments.”
Our historical financial information has been prepared based on the accounting policies which
conform with IFRS Accounting Standards. Our historical financial information has been prepared under
the historical cost convention, except for financial assets at fair value through profit or loss (“ FVTPL ”)
and financial instruments with preferred rights, which have been measured at fair value. For the purpose
of preparing and presenting our historical financial information for the Track Record Period, we have
consistently applied the accounting policies which conform with IFRS Accounting Standards, which are
effective for the accounting period beginning on January 1, 2025 throughout the Track Record Period.
Further details of the material accounting policies adopted are set out in Note 4 to the Accountants’ Report
in Appendix I to this prospectus.
FINANCIAL INFORMATION
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KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
We believe that the most significant factors affecting our results of operations, financial condition
and cash flows include the following:
Our Ability to Successfully Develop and Commercialize Our Drug Candidates
The success of our business and results of operations rely on our ability to advance our drug
development programs, demonstrate satisfactory safety and efficacy in clinical trials, obtain the necessary
regulatory approvals, and launch our products in our target markets as planned. As of the Latest
Practicable Date, we had four drug candidates in the clinical stage and five drug candidates in the
preclinical stage. See “Business—Our Drug Candidates” for more details. The continued advancement of
our drug candidates through clinical trials and the regulatory approval process toward commercialization
is crucial to our sustained business growth. After our drug candidates are commercialized, our business
and results of operations will depend on the market acceptance and sales of our commercialized drugs. See
also “Risk Factors—Risks Relating to the Research and Development of Our Drug Candidates—Our
business and financial prospects depend substantially on the success of our drug candidates. If we are
unable to successfully complete their clinical development, obtain their regulatory approvals and achieve
their commercialization, or if we experience significant delays in doing any of the foregoing, our business
will be materially harmed” for details.
Our Operating Expenses
Our operating expenses during the Track Record Period primarily consisted of research and
development expenses and administrative expenses, details of which are set out below.
 Research and development expenses. Our research and development expenses, which primarily
consisted of staff costs, material expenses, depreciation and amortization of our office
buildings and equipment used in our research and development activities, and testing and
technical service costs, were the largest component of our operating expenses during the Track
Record Period. In 2024 and 2025, our research and development expenses amounted to
RMB75.0 million and RMB110.2 million, respectively. Research and development is critical to
the sustainable growth of our business, and we have focused on the research and development
of our drug candidates by devoting significant resources on research and development
activities. Research and development expenses have been and are expected to continue to be
a major component of our operating expenses.
 Administrative expenses. Our administrative expenses primarily consisted of staff costs and
professional service fees during the Track Record Period. In 2024 and 2025, our administrative
expenses amounted to RMB12.6 million and RMB28.3 million, respectively. Our
administrative expenses have been and are expected to continue to increase in line with our
business growth.
We expect the quantum and composition of our operating expenses to evolve as we develop and
expand our business. As we gradually obtain regulatory approvals and commence clinical trials of our
product portfolio, and as we continue to develop new drug candidates and technologies, we expect to incur
substantial research and development expenses. We may also incur higher administrative expenses as a
result of our business expansion. Moreover, as our drug candidates approach commercialization, we expect
to build our commercialization team and develop a sales network, and incur sales and marketing expenses
as a result.
Funding for Our Operations
During the Track Record Period, we funded our operations through private equity financing, and to
a limited extent, income from out-license and collaboration agreements. Going forward, in the event of the
successful commercialization of one or more of our drug candidates, we expect to fund our operations in
FINANCIAL INFORMATION
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part with revenue generated from sales of our commercialized drug products. However, with the
continuing expansion of our business we may require further funding through public or private equity
offerings, debt financing or other sources. Any factors that impact our ability to fund our operations will
affect our cash flow and results of operations. See “—Liquidity and Capital Resources” for more details.
MATERIAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING JUDGMENTS AND
ESTIMATES
We have identified certain accounting policies that are significant to the preparation of our
consolidated financial statements. Some of our accounting policies involve subjective assumptions and
estimates, as well as complex judgments relating to accounting items. The estimates and underlying
assumptions are based on historical experience and other factors that are considered to be relevant. Actual
results may differ from these estimates. The estimates and underlying assumptions are reviewed on an
on-going basis. Revisions to accounting estimates are recognized in the period in which the estimate is
revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods. When reviewing our consolidated financial statements,
you should consider (i) our material accounting policy information; (ii) the judgments and other
uncertainties affecting the application of such policies; and (iii) the sensitivity of reported results to
changes in conditions and assumptions. We set forth below those accounting policies that we believe are
material to us or involve the most significant estimates and judgments used in the preparation of our
consolidated financial statements. Our material accounting policy information and estimates, which are
important for an understanding of our financial condition and results of operations, are set forth in detail
in notes 4 and 5 to the Accountants’ Report in Appendix I to this prospectus.
Research and Development Expenses
We recognize expenditure on research activities as an expense in the period in which it is incurred.
Financial Instruments
We recognize financial assets and financial liabilities when a group entity becomes a party to the
contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at
fair value except for trade receivables arising from contracts with customers which are initially measured
in accordance with IFRS 15 “Revenue from Contracts with Customers.” Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial
assets or financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets
or financial liabilities, as appropriate, on initial recognition. We recognize transaction costs directly
attributed to the acquisition of financial assets or financial liabilities at FVTPL immediately in profit or
loss.
Financial Assets
Classification and Subsequent Measurement of Financial Assets
Financial assets that meet the following conditions are subsequently measured at amortized cost:
 the financial asset is held within a business model whose objective is to collect contractual cash
flows; and
 the contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
All other financial assets are subsequently measured at FVTPL. Financial assets at FVTPL are
measured at fair value at the end of each period, with any fair value gains or losses recognized in profit
or loss.
FINANCIAL INFORMATION
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Impairment of Financial Assets Subject to Impairment Assessment under IFRS 9
We perform impairment assessment under expected credit loss (“ ECL”) model on financial assets
(including other receivables, cash and cash equivalents and financial assets at FVTPL) which are subject
to impairment assessment under IFRS 9. The amount of ECL is updated at each reporting date to reflect
changes in credit risk since initial recognition.
Derecognition of Financial Assets
We derecognize a financial asset only when the contractual rights to the cash flows from the asset
expire. On derecognition of a financial asset measured at amortized cost, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
Financial Liabilities
All financial liabilities are subsequently measured at amortized cost using the effective interest
method or at FVTPL.
Financial Liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial liability is designated as at
FVTPL. A financial liability other than a financial liability held for trading or contingent consideration of
an acquirer in a business combination may be designated as at FVTPL upon initial recognition if:
 such designation eliminates or significantly reduces a measurement or recognition
inconsistency that would otherwise arise; or
 the financial liability forms part of a group of financial assets or financial liabilities or both,
which is managed and its performance is evaluated on a fair value basis, in accordance with
our Group’s documented risk management or investment strategy, and information about the
grouping is provided internally on that basis; or
 it forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits
the entire combined contract to be designated as at FVTPL.
At the date of issue, the redeemable shares with other preferential rights are designated as financial
liabilities at FVTPL. In subsequent periods, changes in fair value (including dividends and interest
incurred) are recognized in profit or loss as fair value gain or loss except for changes in the fair value that
is attributable to changes in the credit risk (excluding changes in fair value of the derivatives component)
is recognized in other comprehensive income, unless the recognition of the effects of changes in the credit
risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss.
Changes in fair value attributable to the credit risk that are recognized in other comprehensive income are
not subsequently reclassified to profit or loss, they are transferred to retained profits upon derecognition.
Transaction costs relating to the issue of the redeemable shares with other preferential rights are charged
to profit or loss immediately.
Financial Liabilities at Amortized Cost
Financial liabilities including trade and other payables, amounts due to a related party and bank
borrowings are subsequently measured at amortized cost, using the effective interest method.
Derecognition of Financial Liabilities
We derecognize financial liabilities when, and only when, our obligations are discharged, canceled
or have expired. The difference between the carrying amount of the financial liability derecognized and
the consideration paid and payable is recognized in profit or loss.
FINANCIAL INFORMATION
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Fair Value Measurements of Financial Instruments
Some of our financial instruments are measured at fair value for financial reporting purposes. In
estimating the fair value, we use market-observable data to the extent it is available. Where Level 1 inputs
are not available, we determine the appropriate valuation techniques and inputs for fair value
measurements and work closely with the qualified valuer to establish the appropriate valuation techniques
and inputs to the model. The following tables illustrate how the fair values of these financial assets and
financial liabilities are determined (in particular, the valuation technique(s) and inputs used).
Financial assets
Fair value as of December 31, Fair value
hierarchy
Valuation
techniques and
key inputs2024 2025
RMB’000 RMB’000
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118329,071 372,172 Level 2 Redemption
value quoted
by banks
For details of reconciliation, see note 32 to the Accountants’ Report set out in Appendix I to this
prospectus.
Financial instruments with preferred rights
As of January 1, 2024, our financial instruments with preferred rights amounted to RMB972.6
million, which are measured at fair value with fair value being determined based on significant
unobservable inputs using valuation techniques. Judgment and estimation are required in establishing the
relevant valuation techniques and the relevant inputs thereof. Changes in assumptions relating to these
factors could result in material adjustments to the fair value of the financial instruments with preferred
rights. For details, see note 27 to the Accountants’ Report set out in Appendix I to this prospectus.
DESCRIPTION OF SELECTED COMPONENTS OF THE CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
The following table sets forth a 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)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,800 12,982
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,856 175
Other gains and losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(119,074) 6,545
Administrative 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(12,635) (28,291)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(74,973) (110,178)
Listing 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/H1118/H1118/H1118/H1118– (16,026)
Share of result of an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(239) (158)
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/H1118/H1118/H1118/H1118/H1118(52) (129)
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/H1118/H1118/H1118(202,317) (135,080)
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/H1118/H1118/H1118/H1118– (4)
Loss and total comprehensive expense for the year /H1118/H1118/H1118/H1118/H1118(202,317) (135,084)
Loss and total comprehensive expense for the year
attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(202,317) (135,084)
FINANCIAL INFORMATION
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Revenue
During the Track Record Period, our revenue was derived from our license and collaboration
agreement with Junshi Biosciences and/or Junze Chuangyao. See “Business—Collaborations” for details.
We received an upfront payment of RMB30.0 million from Junshi Biosciences in January 2021 and a
milestone payment of RMB20.0 million from Junze Chuangyao in July 2025. These payments were
recognized as revenue over time based on the actual costs incurred as a percentage of total estimated costs
for us to fully perform our obligations, with the unrecognized portion presented as contracted liabilities.
See “Description of Selected Items from the Consolidated Statements of Financial Position—Contract
Liabilities” below and note 26 to the Accountants’ Report set forth in Appendix I to this prospectus for
more information. As a result, we recognized revenue of RMB1.8 million and RMB13.0 million,
respectively, in 2024 and 2025.
Other Income
Other income consists of (i) government grants, primarily representing funds from various PRC
government authorities as incentives for our research and development activities. There are no unfulfilled
conditions related to these government grants. The establishment of the incentive programs and grant of
such subsidies are subject to the government’s discretion and the receipt of such subsidies is thus
unpredictable, (ii) interest income on bank deposits, and (iii) interest income on term deposits with
original maturity of over three months.
The following table sets forth a breakdown of our other income for the periods indicated:
Y ear ended December 31,
2024 2025
(RMB’000)
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/H1118/H1118/H1118/H1118774 88
Interest income:
– Bank 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/H11181,038 87
– Term deposits with original maturity of over three
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/H1118/H1118/H1118/H1118/H1118/H1118/H11181,044 –
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/H11182,856 175
Other Gains and Losses, Net
Other gains and losses primarily consist of (i) losses from changes in fair value of financial
instruments with preferred rights, representing fair value losses of the preferred shares issued to the
investors. See notes 8 and 27 to the Accountants’ Report in Appendix I to this prospectus, (ii) gains from
changes in fair value of financial assets at FVTPL, representing gains from financial products such as
wealth management products and structured bank deposits, and (iii) gains on disposal of property, plant
and equipment. The following table sets forth a breakdown of our other net gains and losses for the periods
indicated:
Y ear ended December 31,
2024 2025
(RMB’000)
Loss from changes in fair value of financial instruments
with preferred rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(124,725) –
Gain from changes in fair value 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/H1118/H1118/H1118/H1118/H11185,651 6,544
Gain on disposal of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118–1
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/H1118(119,074) 6,545
FINANCIAL INFORMATION
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Administrative Expenses
Our administrative expenses consist of (i) staff costs, representing salaries and other welfare and
share-based payment expenses, for our administrative staff, (ii) depreciation and amortization, primarily
representing the depreciation and amortization of our office buildings and our office equipment, (iii)
professional service fees, primarily representing fees paid for legal, auditing and consulting services, (iv)
travel expenses, (v) office and property utilities, and (vi) other management expenses, primarily
representing vehicle and maintenance costs and entertainment fees. The following table sets forth a
breakdown of our administrative expenses for the periods indicated:
Y ear ended December 31,
2024 2025
(RMB’000)
Staff 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/H1118/H1118/H1118/H1118/H1118/H1118/H11187,848 21,549
Depreciation and amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118594 485
Professional service 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/H11181,959 3,915
Travel 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/H1118/H1118/H1118/H1118405 836
Office and property utilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118767 614
Other management expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,062 892
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/H111812,635 28,291
Research and Development Expenses
Our research and development expenses consist of (i) staff costs, representing salaries and other
welfare and share-based payment expenses, for our research and development personnel, (ii) material
expenses, representing expenses incurred for purchasing materials for our research and development
activities, (iii) depreciation and amortization, primarily representing the depreciation and amortization of
our office buildings and equipment used in our research and development activities, (iv) testing and
technical service costs, primarily representing costs incurred for preclinical and clinical testing and
reagent processing services, and (v) other R&D expenses, primarily representing travel and transportation
costs. The following table sets forth a breakdown of our research and development expenses for the
periods indicated:
Y ear ended December 31,
2024 2025
(RMB’000)
Staff 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/H1118/H1118/H1118/H1118/H1118/H1118/H111821,472 38,454
Material 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/H1118/H1118/H111816,603 18,961
Depreciation and amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,368 2,257
Testing and technical service costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,447 47,590
Other R&D 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/H11182,083 2,916
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/H111874,973 110,178
The following table sets forth a breakdown of our research and development expenses by drug
candidate for the periods indicated:
Y ear ended December 31,
2024 2025
(RMB’000)
Core Products
HJ787 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,393 27,978
HJ178 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,357 22,638
HJ891 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,806 36,985
FINANCIAL INFORMATION
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--- page 277 ---
Y ear ended December 31,
2024 2025
(RMB’000)
Key Product
HJ197 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,295 4,899
Other drug candidates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,451 14,792
Technology platforms /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,671 2,886
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/H111874,973 110,178
Share of Result of an Associate
We hold a 72% equity interest in Zhangjiakou Huajian Zhiyuan Biotechnology Co., Limited (࢕
ʮ̡)( “Zhangjiakou Zhiyuan ”), a company mainly engaged in the research and
development of biological and pharmaceutical products and provision of technological consulting
services. The purpose of establishing Zhangjiakou Zhiyuan is to explore neuropsychiatric drugs during the
Company’s early development stage, which aligned with the development direction of the local health
industry. Zhangjiakou Zhiyuan is not involved in the R&D of any product candidates. Each of Zhangjiakou
Jianlong Healthcare Industry Investment Fund (Limited Partnership) (ږ(Ϟ
Υྫ)) (“ Zhangjiakou Jianlong ”) and Tibet Deshang Enterprise Management Co., Ltd. ( ГᔛᅃਠΆุ
ʮ̡)( “Tibet Deshang ”) holds an approximate 14% equity interest in Zhangjiakou Zhiyuan.
The ultimate beneficial owners of Zhangjiakou Jianlong are Zhangjiakou Municipal People’s Government
State-owned Assets Supervision and Administration Commission (਷Ϟ༟ପ္ຖ၍ଣ։
ึ) and Hebei Zhangjiakou High-tech Industrial Development Zone Management Committee (࢕
ึ), which hold approximately 48.5046% and 48.3384%, respectively,
and eight other individuals, none of which holds 5% or more interest therein. The ultimate beneficial
owners of Tibet Dasheng are Zou Kang ( ཅੰ), who holds approximately 86.25% interest therein, and eight
other individuals, none of which holds 5% or more interest therein.
To the best knowledge of our Directors, each of the ultimate beneficial owners of Zhangjiakou
Jianlong and Tibet Deshang is an Independent Third Party.
We classify Zhangjiakou Zhiyuan as an associate because its articles of association stipulates that
voting rights are exercised in proportion to the respective percentage of registered share capital, and the
decision-making authority regarding its operating activities shall exceed 75%. The rationale behind is to
enhance quality and prudence of decision making by preventing any single shareholder from unilaterally
passing resolutions on major matters that may harm the interests of minority shareholders. As such, we
don’t have control over Zhangjiakou Zhiyuan. See note 19 to the Accountants’ Report set forth in
Appendix I to this prospectus for more information.
Finance Costs
Our finance costs represent interest on lease liabilities and interest on bank borrowings, which
amounted to RMB52.0 thousand and RMB129.0 thousand in 2024 and 2025, respectively.
Income Tax Expense
Pursuant to the law of the PRC on Enterprise Income Tax (the “ EIT Law ”) and Implementation
Regulations of the EIT Law, the applicable tax rate of our Company and its subsidiaries is 25% during the
Track Record Period. In 2024, we recorded no income tax expense due to our loss before taxation. In 2025,
we incurred income tax expense of RMB4.0 thousand primarily attributable to the taxable profit generated
by a subsidiary, whereas we did not recognize any other income tax expense.
FINANCIAL INFORMATION
– 268 –


--- page 278 ---
As of December 31, 2024 and 2025, our Group has unused tax losses of RMB403.1 million and
RMB566.9 million, respectively. These tax losses will be expired in 5 to 10 years. As of December 31,
2024 and 2025, the Group has deductible temporary differences of RMB50.0 thousand and RMB417.0
thousand, respectively. No deferred tax asset has been recognized in respect of the tax losses or temporary
differences due to the unpredictability of future profit streams.
On November 2, 2022, our Company has been accredited as a High and New Technology Enterprise
recognized by Science and Technology Commission of Chengdu Municipality and as a result enjoys a
preferential tax rate of 15% for a term of three years starting from November 2022. In December 2025,
we successfully renewed our High and New Technology Enterprise accreditation. Upon the expiration of
this preferential tax rate, we will continue to enjoy the preferential tax rate upon the approval of the review
materials submitted by us before the expiration date, or be subject to income tax at a rate of 25% on the
taxable income.
According to a policy promulgated by the State Tax Bureau of the PRC and effective from 2023
onwards, enterprises engage in research and development activities are entitled to claim 200% of the
research and development expenses so incurred in a year as tax deductible expenses in determining its tax
assessable profits for that year. As such, the Company enjoyed a super deduction of 200% on qualifying
research and development expenditures throughout the Track Record Period.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
2025 Compared to 2024
Revenue
We recognized revenue of RMB1.8 million and RMB13.0 million in 2024 and 2025, respectively, as
a result of our collaboration with Junshi Biosciences and/or Junze Chuangyao.
Other Income
Our other income decreased significantly from RMB2.9 million in 2024 to RMB0.2 million in 2025.
This decrease was primarily attributable to a reduction in interest income on bank deposits and term
deposits with original maturity of over three months because we utilized more cash in daily operations and
transferred a portion of our time deposits upon maturity to financial products with better liquidity, such
as structured bank deposits and wealth management products.
Other Gains and Losses, Net
We recorded other net losses of RMB119.1 million in 2024, reflecting losses from changes in fair
value of financial instruments with preferred rights of RMB124.7 million, representing fair value losses
of the preferred shares issued to the investors, as offset by net gains of RMB5.7 million attributed to
favorable changes in fair value of financial assets at FVTPL. We recorded other net gains of RMB6.5
million in 2025 primarily attributable to favorable changes in fair value of financial assets at FVTPL
because we transferred a portion of our time deposits upon maturity to financial products with better
liquidity, such as structured bank deposits and wealth management products. We did not record any loss
related to changes in fair value of financial instruments with preferred rights in 2025, as the special rights
agreement was terminated on August 29, 2024 and the corresponding adjustments to the value of financial
instruments with preferred rights were completed.
Administrative Expenses
Our administrative expenses increased significantly from RMB12.6 million in 2024 to RMB28.3
million in 2025. This increase was primarily attributable to (i) an increase of RMB13.7 million in staff
costs due to an increase of average salary and a new Pre-IPO Share Incentive Scheme to motivate our
FINANCIAL INFORMATION
– 269 –


--- page 279 ---
administrative staff, and (ii) an increase of RMB2.0 million in professional service fees as we engaged
third-party service providers to provide auditing, consulting and legal services with respect to our
conversion into a joint stock company as well as other business development related consulting services
in 2025.
Research and Development Expenses
Our research and development expenses increased from RMB75.0 million in 2024 to RMB110.2
million in 2025. This increase was primarily attributable to (i) an increase in staff costs from RMB21.5
million in 2024 to RMB38.5 million in 2025 due to an increase in equity-settled share-based payment
expenses under a new Pre-IPO Share Incentive Scheme to motivate our R&D staff, (ii) an increase of
RMB2.4 million in material expenses as we consumed more materials for the preclinical studies and
clinical trials of our drug candidates and (iii) an increase of RMB15.1 million in testing and technical
service costs as we continued to advance clinical development of drug candidates.
Share of result of an associate
We recorded a share loss of RMB239.0 thousand and RMB158.0 thousand in 2024 and 2025,
respectively. The slight decrease was primarily attributable to a lower loss recognized by our associate
company, Zhangjiakou Zhiyuan, in 2025.
Finance Costs
Our finance costs increased slightly from RMB52.0 thousand in 2024 to RMB129.0 thousand in
2025. This increase was due to interest on bank borrowings of RMB103.0 thousand generated from new
bank borrowings incurred in 2025, partially offset by a reduction in interest recognized on lease liabilities.
Loss and Total Comprehensive Expense for the Period
As a result of the above, we recorded a loss of RMB202.3 million and RMB135.1 million in 2024
and 2025, respectively.
DESCRIPTION OF SELECTED ITEMS FROM THE CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
The following table sets forth a summary of our consolidated statement of financial position as of
the dates indicated:
As of December 31,
2024 2025
(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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,388 20,112
Intangible 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/H1118153 –
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118695 635
Investment in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,478 8,320
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/H1118/H1118/H1118/H1118/H1118/H111829,714 29,067
Current assets
Prepayments and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,078 27,150
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/H1118/H1118/H1118/H1118329,071 372,172
Restricted bank deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500 500
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/H1118/H111853,810 3,720
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/H1118/H1118/H1118/H1118/H1118/H1118400,459 403,542
FINANCIAL INFORMATION
– 270 –


--- page 280 ---
As of December 31,
2024 2025
(RMB’000)
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,329 62,874
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,008
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/H1118328 –
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/H1118/H1118/H1118/H1118/H1118/H1118/H11182,281 2,276
Tax 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–4
Contract 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/H1118/H1118/H1118/H1118/H1118/H111815,000 20,885
53,938 96,047
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/H1118/H1118/H1118/H1118/H1118/H1118346,521 307,495
Total assets less current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118376,235 336,562
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 362
Net 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/H1118/H1118/H1118/H1118/H1118376,235 336,200
Capital and reserves
Paid-in capital/share 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/H111816,928 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118359,307 276,200
Equity attributable to owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118376,235 336,200
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118376,235 336,200
Property, Plant and Equipment
During the Track Record Period, our property, plant and equipment primarily consisted of buildings,
machinery and equipment, as well as leasehold improvements. Our property, plant and equipment
remained stable at RMB20.4 million and RMB20.1 million as of December 31, 2024 and 2025,
respectively.
Right-of-use Assets
During the Track Record Period, our right-of-use assets represented leases of offices. Our
right-of-use assets decreased from RMB0.7 million as of December 31, 2024 to RMB0.6 million as of
December 31, 2025 as a result of depreciation during the ordinary course of business, partially offset by
new lease contracts we entered into.
Investment in an Associate
We hold a 72% equity interest in Zhangjiakou Zhiyuan. We classify Zhangjiakou Zhiyuan as an
associate because its articles of association stipulates that voting rights are exercised in proportion to the
respective percentage of registered share capital, and the decision-making authority regarding its operating
activities shall exceed 75%. See note 19 to the Accountants’ Report set forth in Appendix I to this
prospectus for more information. Investment in an associate amounted to RMB8.5 million and RMB8.3
million as of December 31, 2024 and 2025. These decreases were due to the increases in accumulated loss
of Zhangjiakou Zhiyuan, in line with our share of result of an associate.
Prepayments and other receivables
Our prepayments and other receivables consisted of (i) prepayments to third parties, which mainly
included material expenses, equipment expenses, technical service fees, clinical trial and testing fees,
patent fees, consulting fees, decoration fees and other related expenses prepaid to third parties, (ii)
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value-added tax recoverable, which represented value-added taxes incurred in procurement of services,
equipment and materials mainly in relation to our research and development activities, (iii) deferred issued
cost, which represented the capitalized listing fees prepaid to professionals, and (iv) other receivables,
which mainly included advances made to employees for business purposes such as traveling and rental
deposits.
As of December 31,
2024 2025
(RMB’000)
Prepayments to third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,543 11,333
Value-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,115 10,511
Deferred issue cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,949
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/H1118/H1118/H1118/H1118/H1118420 357
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/H111817,078 27,150
Our prepayments and other receivables increased from RMB17.1 million as of December 31, 2024
to RMB27.2 million as of December 31, 2025, primarily due to (i) an increase in prepayments to third
parties from RMB9.5 million as of December 31, 2024 to RMB11.3 million as of December 31, 2025 as
we purchased more materials and services as a result of the continuous advancement of clinical
development of our drug candidates, (ii) an increase of RMB3.4 million in value-added tax recoverable
arising from intensified R&D activities, and (iii) an increase in deferred issue cost from nil as of December
31, 2024 to RMB4.9 million as of December 31, 2025 reflecting deferred listing expense in relation to the
Global Offering.
As of May 1, 2026, RMB5.5 million, or 20.2% of our prepayments and other receivables as of
December 31, 2025 had been subsequently settled.
Financial Assets at FVTPL
Our financial assets at FVTPL mainly represented RMB-denominated variable income wealth
management products and structured bank deposits issued by reputable commercial banks. The
fluctuations in our financial assets at FVTPL from RMB329.1 million as of December 31, 2024 to
RMB372.2 million as of December 31, 2025 were primarily attributed to our adjustments in funding for
structured bank deposits and wealth management products taking into consideration our operational
funding needs.
We purchased structured bank deposits and wealth management products to improve the utilization
of our cash on hand. During the Track Record Period, we generally limited our purchase to
principal-protected low-risk financial products from reputable commercial banks. We believe that
investment in low-risk financial products, such as structured bank deposits, helps us make better use of
our cash while ensuring sufficient cash flow for operations or capital expenditures. Considering that these
structured bank deposit products are principal-protected, we believe our credit risk exposure is limited.
All purchases of structured bank deposits and wealth management products are reviewed by the
finance department and require management approval. We have implemented internal controls and
measures to limit credit risk from purchases of structured bank deposits and wealth management products,
including written policies that govern the investment process (such as a Surplus Cash Management
System), clear authorization and approval procedures under which the Board authorizes and oversees the
finance department, which approves investments through a rigorous review and decision-making process
and all material investments in structured bank deposits and wealth management products require the
approval of the Chairman of the Board, research and management of these investments by the finance
department, a conservative approach of purchasing only low risk structured bank deposits and wealth
management products from qualified financial institutions while diversifying across multiple issuers to
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reduce concentration risk, and regular monitoring of investment performance and fair value. In the future,
we will continue to purchase structured bank deposits and wealth management products with short
maturity period based on our operational needs. Our financial director, Ms. Zhang, holds a master’s degree
in economics. She brings experience from Deloitte Touche Tohmatsu Certified Public Accountants LLP,
where she served as a senior auditor and conducted financial audits for several listed companies. She leads
our finance department and is responsible for implementing relevant risk management and internal control
measures with respect to purchases of structured bank deposits and wealth management products. We
understand that upon Listing, the investments in such financial assets may constitute notifiable
transactions under Chapter 14 of the Listing Rules and our Directors confirm that any such investment
would only be made after compliance with the Listing Rules as well as other relevant laws and regulations,
if applicable.
Cash and Cash Equivalents
Our cash and cash equivalents included RMB-denominated highly liquid demand deposits for the
purpose of meeting our short-term cash needs, which carried interest at market rates of 0.10% to 0.34%
per annum and 0.05% to 0.45% per annum as of December 31, 2024 and 2025, respectively. Our cash and
cash equivalents decreased from RMB53.8 million as of December 31, 2024 to RMB3.7 million as of
December 31, 2025, primarily due to our adjustments in funding taking into consideration our operational
funding needs.
Trade and Other Payables
Our trade and other payables primarily consisted of (i) trade payables, which primarily included
payables in relation to our research and development activities, (ii) salary and bonus payables, (iii) other
payables, which primarily included subsidies provided to employees under various talent recruitment
programs, (iv) accrued listing expense and issue cost, which primarily included payables to professionals
in relation to listing purpose, and (v) other tax payables. The following table sets forth a breakdown of
our other payables and accruals as of the dates indicated:
As of December 31,
2024 2025
(RMB’000)
Trade 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/H1118/H1118/H1118/H1118/H111823,310 38,084
Salary and bonus 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/H11187,911 8,582
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/H1118/H1118/H1118/H1118/H11184,919 3,561
Accrued listing expense and issue cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,621
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/H1118/H1118/H1118/H1118/H1118189 26
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/H111836,329 62,874
Our trade and other payables increased from RMB36.3 million as of December 31, 2024 to RMB62.9
million as of December 31, 2025, primarily due to an increase in trade payables from RMB23.3 million
as of December 31, 2024 to RMB38.1 million as of December 31, 2025 as a result of the advancement of
clinical development of our drug candidates, and (ii) an increase of accrued listing expense and issue cost
of RMB12.6 million in line with the listing expenses in relation to the Global Offering.
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The following table sets forth an aging analysis of our trade payables based on the date of delivery
of goods or rendering of services as of the dates indicated:
As of December 31,
2024 2025
(RMB’000)
Within 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,966 36,124
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 1,935
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,245 –
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 25
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/H111823,310 38,084
As of May 1, 2026, RMB6.3 million, or 16.5% of our trade payables as of December 31, 2025, had
been subsequently settled. As of May 1, 2026, RMB0.4 million, or 11.1% of our other payables as of
December 31, 2025, had been subsequently settled. Our Directors confirm that we had no material defaults
in payment of trade payables during the Track Record Period and up to the Latest Practicable Date.
Amounts due to a Related Party
Our amounts due to a related party represented payable to Dr. Ji Jianxin, totaling RMB328.0
thousand as of December 31, 2024. This payable was related to our purchase of two vehicles from Dr. Ji
to support corporate hospitality, business visits and small-scale material procurement. We settled such
payment in full in August 2025.
Lease Liabilities
Our lease liabilities consisted of lease of offices. Our lease liabilities remained stable at RMB2.3
million and RMB2.6 million as of December 31, 2024 and 2025, respectively.
Contract Liabilities
Our contract liabilities represented amounts paid by our collaboration partner in relation to our
license and collaboration agreements before we fulfilled corresponding performance obligations. The
excess of payment made by our collaboration partner over the revenue recognized in profit or loss is
presented as contract liabilities. Our contract liabilities amounted to RMB15.0 million and RMB20.9
million as of December 31, 2024 and 2025, respectively. See “Description of Selected Components of the
Consolidated Statements of Profit or Loss and Other Comprehensive Income—Contract Liabilities” below
and note 26 to the Accountants’ Report set forth in Appendix I to this prospectus for more information.
As of May 1, 2026, RMB1.5 million or 7.2% of our contract liabilities as of December 31, 2025 been
subsequently settled.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our primary uses of cash during the Track Record Period were to fund the R&D of our Core Products
and other pipeline programs. During the Track Record Period, we conducted equity financing and also
generated cash inflow from our out-license and collaboration agreement. We recorded net cash used in
operating activities of RMB78.0 million and RMB89.4 million for the years ended December 31, 2024 and
2025, respectively. As of April 30, 2026, being the latest practicable date for determining our
indebtedness, we had cash and cash equivalents and financial assets at FVTPL of RMB327.0 million.
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Net Current Assets
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)
(unaudited)
Current assets
Prepayments and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,078 27,150 27,005
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/H1118329,071 372,172 322,078
Restricted bank deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500 500 501
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,810 3,720 4,883
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400,459 403,542 354,467
Current liabilities
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,329 62,874 65,490
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,008 20,015
Amounts due to a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 2 8––
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/H11182,281 2,276 714
Tax 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/H1118–44
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,000 20,885 19,428
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,938 96,047 105,651
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/H1118346,521 307,495 248,816
We had net current assets of RMB346.5 million, RMB307.5 million and RMB248.8 million,
respectively, as of December 31, 2024 and 2025 and April 30, 2026.
Cash Flows
The following table sets forth the components of our consolidated statements of cash flows for the
periods indicated:
Y ear ended December 31,
2024 2025
(RMB’000)
Net cash used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(78,042) (89,434)
Net cash generated used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(46,984) (38,067)
Net cash generated (used in)/from financing activities /H1118/H1118/H1118/H1118 (105) 77,411
Net decrease in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(125,131) (50,090)
Cash and cash equivalents at beginning of the period /H1118/H1118/H1118/H1118/H1118178,941 53,810
Cash and cash equivalents at the end of the period /H1118/H1118/H1118/H1118/H1118/H1118/H111853,810 3,720
Operating Activities
In 2025, we had net cash used in operating activities of RMB89.4 million, which was primarily
attributable to (i) our loss before tax of RMB135.1 million, (ii) a positive adjustment of RMB21.6 million
for non-cash items, primarily reflecting share-based payment expense of RMB25.0 million, as partially
offset by gain on financial assets at FVTPL of RMB6.5 million, and (iii) a positive adjustment of RMB24.1
million for working capital items, primarily reflecting an increase in trade and other payables of RMB28.6
FINANCIAL INFORMATION
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million and an increase in contract liabilities of RMB5.9 million, as partially offset by an increase in
prepayments and other receivables of RMB10.1 million. In 2024, we had net cash used in operating
activities of RMB78.0 million, which was primarily attributable to (i) our loss before tax of RMB202.3
million, (ii) a positive adjustment of RMB121.3 million for non-cash items, primarily reflecting loss on
financial instruments with preferred rights of RMB124.7 million, as partially offset by gain on financial
assets at FVTPL of RMB5.7 million, and (iii) a positive adjustment of RMB3.0 million for working capital
items, primarily reflecting an increase in trade and other payables of RMB11.7 million, as partially offset
by an increase in prepayment and other receivables of RMB6.9 million and a decrease in contract
liabilities of RMB1.8 million.
Substantially all of our operating cash outflows resulted from research and development expenses
and administrative expenses. Going forward, we believe our liquidity requirements will be satisfied by
low-interest using funds from a combination of bank balances, net proceeds from the Global Offering and
cash generated from our operations, including commercialization of our drug candidates and payments
from collaborations.
Given our status as a pre-commercialization stage company, we anticipate that our R&D expenses
will continue to increase as we advance our pipeline products, which may result in net operating cash
outflows in the near future. We intend to further improve our net operating cash flow position through the
following measures:
 entering into out-licensing, co-development and other strategic collaboration arrangements
with established multinational pharmaceutical companies or well-known industry partners in
respect of our pipeline products, which may generate operating cash inflows from upfront
payments, milestone payments and royalties;
 adopting comprehensive measures to further enhance our R&D efficiency. While we expect our
R&D expenses to increase as we advance our pipeline products, we strive to enhance our R&D
efficiency by optimizing internal resource allocation, implementing stringent project
prioritization, and leveraging strategic collaborations to control our R&D expenses; and
 continuing to advance our pipeline products towards commercialization to generate revenue
from product sales. We expect to further improve our cash flow position from the
commercialization of our pipeline products in the future.
Investing Activities
In 2025, we had net cash used in investing activities of RMB38.1 million, primarily attributable to
purchases of financial assets at FVTPL of RMB1,522.0 million and purchases of property, plant and
equipment of RMB1.5 million, and partially offset by the receipt of proceeds from disposal of financial
assets at FVTPL of RMB1,485.4 million. In 2024, we had net cash used in investing activities of RMB47.0
million, primarily attributable to funds used to purchase of financial assets at FVTPL of RMB1,970.0
million and funds used to purchase of time deposits with original maturity over three months of RMB130.0
million, as partially offset by the receipt of proceeds from disposal of financial assets at FVTPL of
RMB1,923.6 million and the receipt of proceeds from redemption of time deposits with original maturity
over three months of RMB130.0 million.
Financing Activities
In 2025, we had net cash generated from financing activities of RMB77.4 million, primarily
attributable to (i) capital injection of RMB70.0 million from our shareholders, and (ii) new bank
borrowing of RMB10.0 million raised from banks, partially offset by payments for share issue cost of
RMB2.1 million. In 2024, we had net cash used in financing activities of RMB0.1 million, primarily
attributable to repayments of lease liabilities of RMB661.0 thousand, as partially offset by the receipt of
proceeds from capital injection to our Company of RMB608.0 thousand.
FINANCIAL INFORMATION
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WORKING CAPITAL CONFIRMATION
Our Directors are of the opinion that, taking into account the financial resources available to our
Group, including cash and cash equivalents financial assets at FVTPL and the estimated net proceeds from
the Listing, we have sufficient working capital to cover at least 125% of our costs, including R&D costs
and administrative expenses, for at least the next 12 months from the expected date of this prospectus.
Our cash burn rate refers to the average monthly (i) net cash used in operating activities, including
clinical development and business development activities, (ii) capital expenditures, and (iii) lease
payments. We had cash and cash equivalents of RMB4.9 million and financial assets at FVTPL of
RMB322.1 million as of April 30, 2026. We estimate that we will receive net proceeds of approximately
HK$1,018.7 million from the Global Offering, after deducting the underwriting commissions and other
estimated expenses payable by us in connection with the Global Offering, assuming that the Over-
allotment Option is not exercised and assuming an Offer Price of HK$81.8 per Share. Assuming an average
cash burn rate going forward of 2.3 times the level in 2025, we estimate that our cash and cash equivalents
and financial assets at FVTPL as of April 30, 2026 will be able to maintain our financial viability for 18
months or, if we take into account 10% of the estimated net proceeds from the Listing (namely, the portion
allocated for our working capital and other general corporate purposes), 23 months or, if we also take into
account the estimated net proceeds from the Listing, 69 months. We will continue to monitor our cash
flows from operations closely and expect to raise our next round of financing, if needed, with a minimum
buffer of 12 months.
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)
Research and development costs for our Core Products
Staff cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,374.2 21,339.6
Clinical 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/H1118/H1118/H1118/H1118/H1118/H111819,000.5 23,225.9
Raw materials and consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,133.4 6,831.9
CMC and preclinical studies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,012.9 6,300.8
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/H1118/H1118/H1118/H1118/H1118/H1118827.3 1,511.4
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/H1118/H1118/H1118/H1118/H111860,348.3 59,209.6
Research and development costs for other drug candidates
Staff cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,199.3 4,302.8
Clinical 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/H1118/H1118/H1118/H1118362.4 757.6
Raw materials and consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,024.7 12,195.7
CMC and preclinical studies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118418.9 5,574.2
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/H1118/H1118/H1118/H1118/H1118179.5 224.7
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/H1118/H1118/H1118/H1118/H11186,184.8 23,055.0
Total research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,533.0 82,264.6
Workforce employment (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,854.5 8,717.0
Direct production cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
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/H1118/H1118/H1118/H1118/H1118/H11185,751.8 8,793.9
Total cash operating cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,139.3 99,755.5
Notes: (1) Others mainly consisted of patent agency fees, consumables for equipment, and maintenance fees.
FINANCIAL INFORMATION
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(2) Workforce employment costs represented non-R&D staff costs, mainly including salaries and social insurance
contributions.
(3) Mainly consisted of professional service fees, traveling expenses, and other miscellaneous costs.
INDEBTEDNESS
The following table sets forth the breakdown of our indebtedness as of the dates indicated:
As of December 31,
As of
April 30,
2024 2025 2026
(RMB’000)
(unaudited)
Current
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/H11182,281 2,276 714
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,008 20,015
Non-current
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– 362 1,412
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/H11182,281 12,646 22,141
As of the Latest Practicable Date, we had outstanding bank borrowings of (i) RMB10.0 million
drawn down on August 5, 2025 under a term loan agreement with Bank of Chengdu dated August 4, 2025,
which is unsecured and unguaranteed with a term of one year starting from August 5, 2025 and bears
interest at 2.5% per annum, and (ii) RMB10.0 million drawn down on March 9, 2026 under a bank
facilities agreement with China Merchants Bank Co., Ltd. dated December 31, 2025, which is unsecured
and unguaranteed with a term of one year starting from March 9, 2026 and bears interest at 2.8% per
annum. As of April 30, 2026, our lease liabilities were secured by our rental deposits and were
unguaranteed. As of April 30, 2026 and the Latest Practicable Date, we had unutilized committed bank
facilities of RMB10.0 million and RMB30.0 million, respectively. Except as presented above, we did not
have any material mortgages, charges, debentures, loan capital, debt securities, loans, bank overdrafts or
other similar indebtedness, finance lease or hire purchase commitments, liabilities under acceptances
(other than normal trade bills), acceptance credits, which are either guaranteed, unguaranteed, secured or
unsecured, or guarantees or other contingent liabilities as of April 30, 2026.
Our Directors confirm that there has not been any material change in our indebtedness since April
30, 2026 up to the date of this prospectus. 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 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, default in
payment of bank loans and other borrowings or breach of covenants during the Track Record Period and
up to the Latest Practicable Date.
CAPITAL EXPENDITURES
Our capital expenditures amounted to RMB1.6 million and RMB1.5 million in 2024 and 2025,
respectively, primarily representing expenditures associated with the purchase of property, plant and
equipment, which mainly consisted of furniture and equipment and leasehold improvements. We funded
our capital expenditure requirements during the Track Record Period mainly from equity financing.
FINANCIAL INFORMATION
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CONTRACTUAL COMMITMENTS
Capital Commitments
As of December 31, 2024 and 2025, we had no capital commitments contracted for but not yet
provided.
CONTINGENT LIABILITIES
As of December 31, 2024 and December 31, 2025, we did not have any contingent liabilities. Our
Directors confirm that there had been no material change in our contingent liabilities since December 31,
2025 and up to the Latest Practicable Date.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
We did not have, during the years presented, and we do not currently have, any off-balance sheet
arrangements such as relationships with unconsolidated entities or financial partnerships, which are often
referred to as structured finance or special purpose entities, established for the purpose of facilitating
financing transactions that are not required to be reflected on our balance sheets.
KEY FINANCIAL RATIO
As of December 31,
2024 2025
Current ratio (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/H1118/H11187.4 4.2
Note: (1) Current ratio is calculated using current assets divided by current liabilities as of the same date.
Our current ratio decreased from 7.4 as of December 31, 2024 to 4.2 as of December 31, 2025,
mainly due to (i) a decrease in our cash and cash equivalents from RMB53.8 million as of December 31,
2024 to RMB3.7 million as of December 31, 2025 driven by our adjustments in funding taking into
consideration our operational funding needs, (ii) an increase in trade and other payables from RMB36.3
million as of December 31, 2024 to RMB62.9 million as of December 31, 2025 attributable to our ongoing
operations and R&D activities, and (iii) an increase of RMB10.0 million in borrowings because we
leverage low-interest debt to optimize our capital structure and enhance capital efficiency.
MATERIAL TRANSACTIONS WITH RELATED PARTIES
We had amounts due to a related party totaling RMB328.0 thousand as of December 31, 2024,
representing payable to Dr. Ji Jianxin. This payable was related to our purchase of two vehicles from Dr.
Ji to support corporate hospitality, business visits and small-scale material procurement and the purchase
price had been settled as of the Latest Practicable Date. See note 36 to the Accountants’ Report set forth
in Appendix I of this prospectus for details.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to a variety of financial risks, including foreign interest rate risk, credit risk and
liquidity risk, as set out below. We regularly monitor our exposure to these risks and as of the Latest
Practicable Date, did not hedge or consider it necessary to hedge any of these risks.
FINANCIAL INFORMATION
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Interest Rate Risk
Our fair value interest rate risk relates primarily to fixed-rate lease liabilities and fixed-rate bank
borrowings. We are also exposed to cash flow interest risk in relation to variable-rate bank balances which
carry prevailing market interests and financial products. See notes 24, 25 and 27 to the Accountants’
Report set forth in Appendix I of this prospectus for details. Our Group currently does not have a specified
policy to manage its interest rate risk but will closely monitor their interest rate risk exposure in the future.
No sensitivity analysis on cash flow interest rate risk is presented as the management considers the
sensitivity on interest rate risk on bank balances and financial products is insignificant.
Credit Risk
Credit risk refers to the risk that the our counterparties default on their contractual obligations
resulting in financial losses to us. Our credit risk exposures are primarily attributable to cash and cash
equivalents. Our exposure to credit risk arising from cash and cash equivalents is limited and remote
because the counterparties are state-owned banks or reputable commercial banks for which we consider
to have immaterial credit risk and no impairment was provided at the end of each year. Rates for majority
of the financial assets measured at amortized cost are assessed to be less than 1%.
Liquidity Risk
In management of the liquidity risk, we monitor and maintain levels of cash and cash equivalents
deemed adequate by the management to finance our operations and mitigate the effects of fluctuations in
cash flows. We rely on shareholders’ investment as a significant source of liquidity. See note 32 to the
Accountants’ Report set forth in Appendix I of this prospectus for details.
DIVIDENDS
No dividend was paid or declared by our Company since its date of incorporation and up to the end
of the Track Record Period. As of the Latest Practicable Date, we did not have a formal dividend policy
or fixed dividend payout ratio. The determination of whether to pay a dividend and in which amount is
based on factors the Board may deem relevant. Any dividend distribution will also be subject to the
approval of the Shareholders in a Shareholders’ meeting. Under PRC law and the Articles of Association,
the general reserve requires annual appropriations of 10% of after-tax profits at each year-end until the
balance reaches 50% of the relevant PRC entity’s registered capital. In view of our accumulated losses,
as advised by our PRC Legal Advisors, according to the relevant PRC laws and regulations and the Articles
of Association, we shall not declare or pay dividend until the accumulated losses are covered by our
after-tax profits and sufficient statutory common and other reserves are drawn in accordance with the
relevant laws, regulations and our Articles and Association.
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$93.7 million (including
underwriting commission, assuming an Offer Price of HK$81.80 per H Share, which is the Offer Price
stated in this prospectus and assuming that the Over-allotment Option is not exercised). The listing
expenses consist of (i) underwriting-related expenses, including underwriting commission, of
approximately HK$55.7 million, and (ii) non-underwriting-related expenses of approximately HK$38.0
million, comprising (a) fees and expenses of our legal advisors, reporting accountants and other
professional parties of approximately HK$31.0 million, and (b) other fees and expenses of approximately
HK$7.0 million. During the Track Record Period, we incurred listing expenses of HK$23.0 million, of
which HK$17.5 million was recognized as listing expenses in the consolidated statements of profit or loss
and HK$5.5 million was directly attributable to the issuance of Offer Shares which is expected to be
FINANCIAL INFORMATION
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charged against equity upon the Listing. We expect to incur additional listing expenses of approximately
HK$70.7 million, of which approximately HK$15.1 million is expected to be recognized as listing
expenses in the consolidated statements of profit or loss and other comprehensive income and
approximately HK$55.6 million is expected to be recognized as a deduction in equity directly upon the
Listing.
UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
See “Appendix II—Unaudited Pro Forma Financial Information” to this prospectus for further details
of our unaudited pro forma statement of adjusted consolidated net tangible assets.
NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, up to the date of this document, there has been no material adverse
change in our financial or trading position since December 31, 2025 (being the date on which the latest
consolidated financial information of our Group was prepared) and there has been no event since
December 31, 2025 which would materially affect the information shown in our consolidated financial
statements included in the Accountants’ Report in Appendix I to this document.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors have confirmed that, as of the Latest Practicable Date, they were not aware of any
circumstances 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 Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately HK$1,018.7 million from the Global
Offering, after deducting the underwriting commissions and other estimated expenses payable by us in
connection with the Global Offering, assuming that the Over-allotment Option is not exercised and
assuming an Offer Price of HK$81.8 per Share. We intend to use such net proceeds from the Global
Offering for the purposes and in the amounts set forth below:
(i) approximately 80.6%, or HK$821.3 million, will be used to provide funding for ongoing and
planned clinical research and development activities for pipeline products, of which:
a. approximately 55.8%, or HK$568.4 million, will be used for the continuous research and
development and registration of our Core Products:
 approximately 33.5%, or HK$341.0 million, will be used for HJ787, among which:
➢ 12.4%, or HK$126.3 million for the AD indication, including 1.4%, or
HK$13.9 million for the ongoing Phase II clinical trial which is expected to
be completed in September 2026, and 11.0%, or HK$112.4 million for the
planned Phase III clinical trial which is expected to be initiated in the second
half of 2026, and for the preparation and submission of IND application to the
FDA in March 2027;
➢ 12.4% or HK$126.3 million for the A V indication, including 9.9%, or
HK$101.1 million for the planned Phase IIb clinical trial which is expected to
be initiated in the second half of 2026 and 2.5% or HK$25.2 million for the
preparation and submission of IND application to the FDA in the second half
of 2026; and
➢ 8.7%, or HK$88.4 million for the ND indication, including 1.2%, or HK$12.6
million for the ongoing Phase II clinical trial which is expected to be
completed in the second half of 2026, and 7.5%, or HK$75.8 million for
planned Phase III clinical trial which is expected to be initiated in the first half
of 2027;
 approximately 9.9%, or HK$101.1 million, will be used for HJ178 for the treatment
of type 2 diabetes and overweight or obesity:
➢ 2.9%, or HK$29.1 million for the ongoing Phase II clinical trial which is
expected to be completed in the first half of 2027 for type 2 diabetes;
➢ 7.0% or HK$72.0 million for the planned Phase III clinical trial which is
expected to be initiated in the first half of 2027 for type 2 diabetes, for the
preparation and submission of IND applications to the FDA in December 2026
for both type 2 diabetes and for the preparation and submission of IND
application to the NMPA and the FDA for overweight or obesity in October
2026;
FUTURE PLANS AND USE OF PROCEEDS
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 approximately 12.4%, or HK$126.3 million, will be used for HJ891:
➢ 2.6%, or HK$26.5 million for the preparation and submission of NDA to the
NMPA in the second half of 2026; and
➢ 9.8% or HK$99.8 million for developing HJ891 as a combination therapy, for
the planned Phase III clinical trial which is expected to be initiated in the
second half of 2026, and for the preparation and submission of IND
application to the FDA in the second half of 2026; and
b. approximately 24.8%, or HK$252.9 million, will be used to advance the research and
development of our other drug candidates including HJ197, HJ356, HJ093, HJ199, HJ198
and HJ086:
 approximately 5.0%, or HK$50.7 million, will be used for the clinical trial and
development of HJ197 for the planned Phase III trial which is expected to be
initiated in July 2026 and for the preparation and submission of IND application to
the NMPA for solid tumor in the first half of 2027;
 approximately 9.9%, or HK$101.1 million, will be used for the clinical trial and
development of HJ356 and for the preparation and submission of IND applications
to the NMPA and the FDA in the second half of 2026, and for the clinical trial and
development of HJ086 and for the preparation and submission of IND applications
to the NMPA in the second half of 2027;
 approximately 9.9%, or HK$101.1 million, will be used for the clinical trial and
development of HJ093, HJ199 and HJ198 and for the preparation and submission of
IND applications for HJ093 and HJ199 to the NMPA in the second half of 2026 and
for HJ198 in the first half of 2027;
(ii) approximately 9.4%, or HK$95.6 million, will be used to enhance our research and
development platform to strengthen our innovation pipeline in immunology, metabolism and
oncology, and to explore and develop new preclinical drugs to enhance our current treatment
options, of which:
a. approximately 5.0%, or HK$50.9 million, will be used to (a) further optimize our research
and development technology platforms, including the ongoing updates of equipment and
infrastructure across multiple platforms, such as the integration of computational
modeling with experimental validation in workflows, the upgrading of high-throughput
automated synthesis and screening systems, the acquisition of high-sensitivity mass
spectrometers, and the expansion of high-performance cloud computing capabilities; and
b. approximately 4.4%, or HK$44.7 million, will be used to explore and develop new
preclinical drug candidates and to expand our existing pipeline;
(iii) approximately 5.0%, or HK$50.9 million, will be used to gradually build our
commercialization team and expand this team as our drug candidates near commercialization,
ensuring effective outreach and support for our product launches. To support the planned
launch of future products, we plan to hire six members by the end of 2026 and 30 members by
the end of 2027. We plan to concentrate future hiring on two core functions: business
development and marketing, targeting senior professionals with deep industry expertise and
proven execution. For business development, we seek leaders to drive major transactions,
perform disease-area assessments, and support deal negotiations, prioritizing candidates with
extensive biopharma experience and a record of closing end-to-end projects. For marketing, we
FUTURE PLANS AND USE OF PROCEEDS
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plan to hire specialists in market access, medical affairs engagement, product sales and
promotion, and commercial channel management, focusing on candidates with hands-on
experience and established networks in relevant disease areas; and
(iv) approximately 5.0%, or HK$50.9 million, will be used for general business operations and
working capital.
If the Over-allotment Option is exercised in full, the net proceeds that we will receive will be
approximately HK$1,177.2 million, assuming an Offer Price of HK$81.80 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.
If the net proceeds are not immediately applied to the above purposes, we will only deposit those net
proceeds into short-term interest-bearing accounts at licensed commercial banks and/or other authorized
financial institutions (as defined under the Securities and Futures Ordinance, and applicable laws and
regulations in other jurisdictions). We will make an appropriate announcement if there is any change to
the above proposed use of proceeds.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITER
CLSA Limited
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, we are offering 1,360,000 Hong Kong Offer
Shares (subject to reallocation) for subscription by the public in Hong Kong at the Offer Price on the terms
and subject to the conditions of this prospectus.
Subject to the Listing Committee granting the listing of, and permission to deal in, our H Shares in
issue and to be issued as mentioned herein (including any additional H Shares which may be made
available pursuant to the exercise of the Over-allotment Option), and to certain other conditions set out
in the Hong Kong Underwriting Agreement, the Hong Kong Underwriter has agreed to subscribe for or
procure subscribers for its applicable proportion of 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 of
this prospectus and the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional upon and subject to the International
Underwriting Agreement having been signed and becoming unconditional and not having been terminated
in accordance with its terms.
Grounds for Termination
The Sole Sponsor and the Sole Overall Coordinator (acting in such capacity and as the Hong Kong
Underwriter) shall be entitled by written notice to the Company to terminate the Hong Kong Underwriting
Agreement with immediate effect if prior to 8:00 a.m. on the Listing Date:
(1) 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, Japan, Singapore or other jurisdictions relevant to our 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
circumstances likely to result in a 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, U.S. 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 U.S. dollar or the
Renminbi is linked to any foreign currency or currencies) or other financial markets
(including, without limitation, conditions in stock and bond markets, money and foreign
exchange markets, the inter-bank markets and credit markets) in or affecting any Relevant
Jurisdictions; or
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(c) any local, national, regional or international events, or circumstances in the nature of
force majeure (including, without limitation, any acts of government or order of any
courts, 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), act of God or act
of terrorism (whether or not responsibility has been claimed) in or affecting any of the
Relevant Jurisdictions; or
(d) the imposition or 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 the trading in shares or securities generally on the Stock
Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo Stock
Exchange, the Singapore Stock Exchange, the New York Stock Exchange, the NASDAQ
Global Market or the London Stock Exchange; or
(e) the imposition or 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 clearing services, procedures or
matters in or affecting any of the Relevant Jurisdictions; or
(f) any new law, or any change or any development involving a prospective change or any
event or circumstance likely to result in a change in (whether or not permanent) in the
interpretation or application thereof by any court or other competent authority, in each
case, in or affecting any of the Relevant Jurisdictions; or
(g) other than with the prior written consent of the Sole Overall Coordinator, the issue or
requirement to issue by the Company of a supplement or amendment to the 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
(h) the commencement by any authority of any public action or investigation against a
member of our Group or a Director or a senior management member of the Company or
announcing an intention to take any such action; or
(i) the imposition of sanctions or export controls in whatever form, directly or indirectly, on
any member of our 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
(j) any valid demand by creditors for payment or repayment of indebtedness of any member
of the Group or in respect of which any member of the Group is liable prior to its stated
maturity; or
(k) any non-compliance of the prospectus (or any other documents used in connection with
the contemplated offering, allotment, issue, subscription or sale of any of the Offer
Shares), the Offering Documents (as defined in the Hong Kong Underwriting Agreement),
the CSRC Filings (as defined in the Hong Kong Underwriting Agreement) or any aspect
of the Global Offering with the Listing Rules, the CSRC Rules (as defined in the Hong
Kong Underwriting Agreement) or any other applicable laws; or
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(l) any litigation, dispute, legal action or claim or regulatory or administrative investigation
or action being threatened, instigated or announced against any member of the Group or
any Controlling Shareholder or any Director or senior management members as named in
the prospectus; or
(m) the chairman of the Board or any Director or any member of the senior management of
the Group vacating his or her office; or
(n) any demand by any creditor for repayment or payment of any indebtedness of any
member of the Group or in respect of which any member of the Group is liable prior to
its stated maturity or any loss or damage sustained by that member of the Group
(howsoever caused and whether or not the subject of any insurance or claim against any
person); or
(o) any contravention by any member of the Group or any Director or any member of the
senior management of the Company of the Listing Rules or applicable laws; or
(p) any change or development or event involving a prospective change in, or a
materialization of, any of the risks set out in the section headed “Risk Factors” in the
prospectus; or
(q) an order or petition is presented for the winding-up or liquidation of any member of the
Group (other than the Company), or any member of the Group (other than the Company)
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 the Group
(other than the Company) or a provisional liquidator, receiver or manager is appointed
over all or part of the assets or undertaking of the Group as a whole or anything analogous
thereto occurs in respect of the Group (other than the Company),
which, in any such case individually or in the aggregate, in the sole and absolute opinion of the
Sole Sponsor and the Sole Overall Coordinator (acting in such capacity and as the Hong Kong
Underwriter): (1) has or will or is likely to 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; (2) has or will or is likely
to 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 (3) makes or will make or is likely to make it impracticable,
inadvisable, inexpedient or incapable for any 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 the Offering Documents (as defined in the Hong Kong
Underwriting Agreement); or (4) has or will or is likely to have the effect of preventing or
delaying the processing of applications and/or payments pursuant to the Global Offering or
pursuant to the underwriting thereof (collectively, “ Material Adverse Effect ”); or
(2) there has come to the notice of the Sole Sponsor and the Sole Overall Coordinator (acting in
such capacity and as the Hong Kong Underwriter) that:
(a) any statement contained in any of the Offering Documents (as defined in the Hong Kong
Underwriting Agreement), the CSRC Filings (as defined in the Hong Kong Underwriting
Agreement), the Operative Documents (as defined in the Hong Kong Underwriting
Agreement) and/or any notices, announcements, advertisements, communications or
other documents issued or used by or for or on behalf of the Company in connection with
the Hong Kong Public Offering (including any supplement or amendment thereto) (the
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“Global Offering Documents ”) was, when it was issued, or has become untrue,
incomplete, incorrect, inaccurate in any material respect or deceptive 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 the prospectus, constitute a material omission
or material misstatement in any Global Offering Document (including any supplement or
amendment thereto); or
(c) any breach of, or any event or circumstance rendering untrue, inaccurate, incomplete or
incorrect or misleading in any respect, any of the representations, warranties and
undertakings given, or when repeated, by the Company or the 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 our Company or any member of the Controlling Shareholders pursuant to the
indemnities pursuant to the provisions of the Hong Kong Underwriting Agreement; or
(e) any material breach of any of the obligations or undertakings imposed upon the Company
or any member of the Controlling Shareholders or any Cornerstone Investor (as
applicable) to the Hong Kong Underwriting Agreement, the International Underwriting
Agreement or the Cornerstone Investment Agreements; or
(f) there is any change or development involving a prospective change, constituting or
having a Material Adverse Effect; or
(g) any Director or any member of the Company’s senior management is 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 the commencement by any
applicable government, political, regulatory body of any action against any Director in
his or her capacity as such or an announcement by any applicable governmental, political
regulatory body that it intends to take any such action; or
(h) the Company withdraws the 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
(i) 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
(j) any person (other than the Sole Sponsor) has withdrawn its consent to the issue of the
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
(k) any prohibition on the Company for whatever reason from offering, allotting, issuing or
selling any of the Offer Shares pursuant to the terms of the Global Offering; or
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(l) an order or petition is presented for the winding-up or liquidation of the Company, or the
Company 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 the Company or
a provisional liquidator, receiver or manager is appointed over all or part of the assets or
undertaking of the Company or anything analogous thereto occurs in respect of the
Company; or
(m) (i) the notice of acceptance of the CSRC Filings (as defined in the Hong Kong
Underwriting Agreement) issued by the CSRC and/or the results of the CSRC Filings (as
defined in the Hong Kong Underwriting Agreement) published on the website of the
CSRC is rejected, withdrawn, revoked or invalidated; or (ii) other than with the prior
written consent of the Sole Overall Coordinator, the issue or requirement to issue by the
Company of a supplement or amendment to the CSRC Filings (as defined in the Hong
Kong Underwriting Agreement) pursuant to the CSRC Rules or upon any requirement or
request of the CSRC; or (iii) any non-compliance of the CSRC Filings with the CSRC
Rules (as defined in the Hong Kong Underwriting Agreement) or any other applicable
laws; or
(n) Any material non-compliance of the prospectus, the Hong Kong Public Offering
Documents (as defined in the Hong Kong Underwriting Agreement), the CSRC Filings (as
defined in the Hong Kong Underwriting Agreement) or any other documents used in
connection with the contemplated subscription and sale of the Offer Shares or any aspect
of the Global Offering with any applicable laws (including, without limitation, the Listing
Rules, the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, and the CSRC Rules (as defined in the Hong Kong Underwriting
Agreement)); or
(o) (i) a material portion of the orders placed or confirmed in the bookbuilding process; or
(ii) a material portion of the investment commitment made by any Cornerstone Investors
under the Cornerstone Investment Agreements signed with such Cornerstone Investors,
have been withdrawn, terminated or cancelled and such orders or commitments have not
been covered or replaced by any other orders, which would render it, impracticable or
incapable to proceed with the Global Offering, 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 Controlling Shareholders
In accordance with 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/it will not, and will procure that the relevant registered holder(s) (if any) of
the Shares in which any of them has a beneficial interest will 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/its shareholdings
in our Company are made in this prospectus and ending on the date which is six months from
the Listing Date (the “ LR First Six-month Period ”), dispose of, or enter into any agreement
to dispose of or otherwise create any options, rights, interests or encumbrances in respect of,
any of Shares in respect of which he/it is shown to be the beneficial owner in this prospectus
(the “ Relevant Shares ”); and
(b) in the period of six months commencing from the expiry of the LR First Six-month Period (the
“LR Second Six-month Period ”), dispose of, or enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances in respect of, any of the
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Relevant Shares to such extent that, immediately following such disposal or upon the exercise
or enforcement of such options, rights, interests or encumbrances, he/it would then cease to be
the Controlling Shareholders of the Company for the purpose of the Listing Rules.
In addition, in accordance 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 during the LR First Six-month Period
and the Second Six-month Period (as applicable), he/it shall:
(a) when he/it pledges or charges any Shares legally and/or beneficially owned by him/it in favor
of an authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of
Hong Kong)) pursuant to Note 2 to Rule 10.07(2) of the Listing Rules, immediately inform us
in writing of such pledge or charge together with the number of Shares so pledged or charged;
and
(b) when he/it receives indications, either verbal or written, from the pledgee or chargee that any
of the pledged or charged Shares will be disposed of, immediately inform our Company in
writing of such indications.
We will inform the Stock Exchange in writing as soon as it has been informed of the matters referred
to in paragraphs (a) and (b) above by any of them and disclose such matters by way of an announcement
in accordance with Rule 2.07C of the Listing Rules as soon as possible.
UNDERTAKINGS PURSUANT TO THE HONG KONG UNDERWRITING AGREEMENT
(A) Undertakings by our Company
The Company undertakes to each of the Sole Sponsor, the Sole Overall Coordinator, the Sole Global
Coordinator, the Sole Bookrunner, the Sole Lead Manager, the Capital Market Intermediary and the Hong
Kong Underwriter 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 ”), it will not, without the prior
written consent of the Sole Sponsor and the Sole Overall Coordinator (acting in such capacity and as the
Hong Kong Underwriter) and unless in compliance with the requirements of the Listing Rules:
(a) offer, 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 equity securities of the 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 other equity securities of the Company), or deposit any Shares 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 subscription or ownership (legal or beneficial) of any Shares or
any other equity securities of the 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 other
equity securities of the Company, or any interest in any of the foregoing); or
(c) enter into any transaction with the same economic effect as any transaction specified in (a) or
(b) above; or
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(d) offer to or agree to do any of the foregoing specified in (a), (b) or (c) above or announce any
intention to do so,
in each case, whether any of the foregoing transactions is to be settled by delivery of any Shares or
other equity securities of the Company, or, in cash or otherwise (whether or not the issue of such
Shares or other equity securities will be completed within the First Six Month Period).
In the event the Company is allowed to enter into any of the transactions specified 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 equity securities
of the Company.
The Controlling Shareholders undertake to each of the Sole Sponsor, the Sole Overall Coordinator,
the Sole Global Coordinator, the Sole Bookrunner, the Sole Lead Manager, the Capital Market
Intermediary and the Hong Kong Underwriter that it/he shall procure the Company to comply with the
undertakings.
(B) Undertakings by the Controlling Shareholders
Each of the Controlling Shareholders has jointly and severally undertaken to each of the Company,
the Sole Sponsor, the Sole Overall Coordinator, the Sole Global Coordinator, the Sole Bookrunner, the
Sole Lead Manager, the Capital Market Intermediary and the Hong Kong Underwriter not to and procure
the relevant holder(s), any nominee or trustee holding on trust for the Controlling Shareholders and the
companies controlled by the Controlling Shareholders not to, without the prior written consent of the Sole
Sponsor and the Sole Overall Coordinator (acting in such capacity and as the Hong Kong Underwriter) and
unless in compliance with the requirements of the Listing Rules, at any time during the period
commencing on the date of this Agreement and ending on, and including, the date that is 12 months after
the Listing Date (the “12-Month Period”):
(a) offer, 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 equity securities of the 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 equity
securities, as applicable or any interest in any of the foregoing), or deposit any Shares or other
equity securities of the Company 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 any Shares or other equity
securities of the 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 equity securities, as
applicable or any interest in any of the foregoing); 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 or announce any intention to effect any transaction specified in (a), (b) or
(c) above,
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in each case, whether any of the transactions specified in (a), (b) or (c) above is to be settled by
delivery of Shares or other equity securities of the Company or in cash or otherwise, and whether
or not the transactions will be completed within the 12-Month Period.
Until the expiry of the 12-Month Period, in the event that the Controlling Shareholders or the
relevant registered holder(s) enters into any such transactions specified in (a), (b) or (c) above or offers
to or agrees to or contracts to, or publicly announces an intention to enter into any such transactions, they
will take all reasonable steps to ensure that they will not create a disorderly or false market in the securities
of the Company.
The Controlling Shareholders’ undertakings do not prevent the Controlling Shareholders from (i)
purchasing additional Shares or other securities of the Company and disposing of such additional Shares
or securities of the Company in accordance with the Listing Rules, provided that any such purchase or
disposal does not contravene the lock-up arrangements with the Controlling Shareholders or the
compliance by the Company with the minimum public float requirement, and (ii) using the Shares or other
equity securities of the Company or any interest therein beneficially owned by them as security (including
a charge or a pledge) 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.
Hong Kong Underwriter’s interests in our Company
Save for its obligations under the Hong Kong Underwriting Agreement and as disclosed in this
prospectus, as of the Latest Practicable Date, the Hong Kong Underwriter is not interested directly or
indirectly in any Shares or securities in our Company or any other member of the Group or has any right
or option (whether legally enforceable or not) to subscribe for, or to nominate persons to subscribe for,
any Shares or securities in our Company or any other member of the Group.
Following completion of the Global Offering, the Hong Kong Underwriter and its affiliated
companies may hold a certain portion of the H Shares as a result of fulfilling its obligations under the
Hong Kong Underwriting Agreement and/or the International Underwriting Agreement.
INTERNATIONAL OFFERING
International Underwriting Agreement
In connection with the International Offering, we expect to enter into the International Underwriting
Agreement with, among others, the International Underwriter. Under the International Underwriting
Agreement, the International Underwriter would, subject to certain conditions, agree to purchase the
International Offer Shares or procure purchasers for the International Offer Shares initially being offered
pursuant to the International Offering.
Under the International Underwriting Agreement, we intend to grant to the International Underwriter
the Over-allotment Option, exercisable in whole or in part at one or more times, at the sole and absolute
discretion of the Sole Overall Coordinator (acting in such capacity and as the International Underwriter)
until 30 days after the last day for the lodging of applications under the Hong Kong Public Offering, to
require us to allot and issue up to an aggregate of 2,040,000 additional H Shares, representing 15.0% of
the number of Offer Shares initially available under the Global Offering, at the Offer Price to cover
over-allocations in the International Offering, if any.
The International Underwriting Agreement is conditional on and subject to the Hong Kong
Underwriting Agreement having been executed, becoming unconditional and not having been terminated.
It is expected that undertakings similar to those given to the Hong Kong Underwriter will be given by our
Company to the International Underwriter under the International Underwriting Agreement.
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UNDERWRITING COMMISSION AND EXPENSES
Our Company will pay an underwriting commission of 3.5% of the aggregate Offer Price of all the
Offer Shares, including Offer Shares to be issued pursuant to the Over-allotment Option (the “ Fixed
Fees”). Our Company may, at our sole and absolute discretion, pay an incentive fee of up to 1.5% of the
Offer Price in respect of all the Offer Shares (including Offer Shares to be issued pursuant to the
Over-allotment Option) (the “ Discretionary Fees ”). The ratio of Fixed Fees and Discretionary Fees
payable is therefore 70%:30% (on the basis that the Discretionary Fees will be fully paid). For
unsubscribed Hong Kong Offer Shares reallocated to the International Offering, we will pay an
underwriting commission at the rate applicable to the International Offering and such commission will be
paid to the relevant International Underwriter and not the Hong Kong Underwriter.
The aggregate commissions and fees, together with the listing fees, SFC transaction levy, the Stock
Exchange trading fee, AFRC transaction levy, legal and other professional fees, printing and other
expenses payable by us relating to the Global Offering are estimated to amount to approximately RMB81.6
million (approximately HK$93.7 million) in total (based on the Offer Price of HK$81.80 per Offer Share
and assuming the Over-allotment Option is not exercised).
ACTIVITIES BY SYNDICATE MEMBERS
The Hong Kong Underwriter and the International Underwriter (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 various 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. Such investment and
trading activities may involve or relate to assets, securities and/or instruments our Company and/or
persons and entities with relationships with our Company and may also include swaps and other financial
instruments entered into for hedging purposes in connection with our Group’s loans and other debt.
In relation to the H Shares, the activities of the Syndicate Members and their affiliates could include
acting as agent for buyers and sellers of the H Shares, entering into transactions with those buyers and
sellers in a principal capacity, including as a lender to initial purchasers of the H Shares (which financing
may be secured by H Shares) in the Global Offering, proprietary trading in the H Shares, and entering into
over-the-counter or listed derivative transactions or listed or unlisted securities transactions (including
issuing securities such as derivative warrants listed on a stock exchange) which have as their underlying
assets, assets including H Shares. Such transactions may be carried out as bilateral agreements or trades
with selected counterparties. Those activities may require hedging activity by those entities involving,
directly or indirectly, the buying and selling of H Shares, which may have a negative impact on the trading
price of the H Shares. All such activities 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 the H Shares,
in baskets of securities or indices including the H Shares, in units of funds that may purchase the 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 the H
Shares as their or part of their underlying assets, whether on the Stock Exchange or on any other stock
exchange, the rules of the relevant 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 the H Shares in most cases.
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All such activities may occur both during and after the end of the stabilizing period described in the
section headed “Structure of the Global Offering” in this prospectus. Such activities may affect the market
price or value of H Shares, the liquidity or trading volume in the H Shares and the volatility of the price
of the 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 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) all of them must comply with all applicable laws, including the market misconduct provisions
of the SFO, including the provisions prohibiting insider dealing, false trading, price rigging and
stock market manipulation.
The Syndicate Members or their respective affiliates have provided from time to time, and expect to
provide in the future, investment banking, derivative and other services to our Company and its affiliates
for which such Syndicate Members or their respective affiliates have received or will receive customary
fees and commissions.
SOLE SPONSOR’S INDEPENDENCE
The Sole Sponsor satisfies the independence criteria applicable to sponsors as set out in Rule 3A.07
of the Listing Rules.
UNDERWRITING
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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. CLSA Limited is the Sole Overall Coordinator of the Global Offering.
The listing of the H Shares on the Stock Exchange is sponsored by the Sole Sponsor. The Sole
Sponsor has made an application on behalf of our Company to the Stock Exchange for the listing of, and
permission to deal in, the H Shares in issue and to be issued as mentioned in this prospectus. The Global
Offering comprises of:
(a) the Hong Kong Public Offering of initially 1,360,000 Offer Shares (subject to reallocation) in
Hong Kong as described in the paragraph headed “—The Hong Kong Public Offering” in this
section; and
(b) the International Offering of an aggregate of 12,240,000 Offer Shares (subject to reallocation
and the Over-allotment Option) outside the United States in offshore transactions in reliance
on Regulation S.
The Offer Shares will represent approximately 18.48% of the total issued share capital of our
Company 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
20.68% of the total issued share capital immediately after completion of the Global Offering and the
exercise of the Over-allotment Option as set out in the paragraph headed “The International
Offering—Over-allotment Option” in this section.
Investors may apply for Hong Kong Offer Shares under the Hong Kong Public Offering or apply for
or indicate an interest, if qualified to do so, for the International Offer Shares under the International
Offering, but may not do both.
The number of Hong Kong Offer Shares and International Offer Shares to be offered under the Hong
Kong Public Offering and the International Offering respectively may be subject to reallocation as
described in the paragraph headed “—Pricing and Allocation” in this section.
References in this prospectus to applications, application monies or the procedure for application
relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Hong Kong Offer Shares initially offered
We are initially offering 1,360,000 Hong Kong Offer Shares at the Offer Price, representing 10.00%
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 Shares between (i) the
International Offering, and (ii) the Hong Kong Public Offering, the Hong Kong Offer Shares will represent
approximately 1.85% of our Company’s enlarged issued share capital immediately after completion of the
Global Offering, assuming that 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 the paragraph
headed “—Conditions of the Global Offering” in this section.
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Allocation
The total number of Hong Kong Offer Shares available under the Hong Kong Public Offering (after
taking account of any reallocation referred to below) will be divided into two pools (with any odd board
lots being allocated to pool A) for allocation purposes.
(a) Pool A : The Hong Kong Offer Shares in Pool A will be allocated on an equitable basis to
applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price
of HK$5 million (excluding the brokerage, SFC transaction levy, the Stock Exchange trading
fee and the AFRC transaction levy payable) or less.
(b) Pool B : The Hong Kong Offer Shares in Pool B will be allocated on an equitable basis to
applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price
of more than HK$5 million (excluding the brokerage, SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy payable) and up to the total value of pool
B.
For the purpose of this sub-section only, the “subscription price” for Hong Kong Offer Shares means
the price payable on application (without regard to the Offer Price as finally determined).
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 and can only apply for Hong Kong Offer Shares in either Pool A or Pool B.
Multiple or suspected multiple applications and any application for more than 680,000 Hong Kong Offer
Shares (being approximately 50% of the Hong Kong Offer Shares initially available under the Hong Kong
Public Offering) will be rejected. When there is over-subscription, allocation of Hong Kong Offer Shares
to investors under the Hong Kong Public Offering, both in relation to Pool A and Pool B, will be based
on the level of valid applications received under the Hong Kong Public Offering. The basis of allocation
in each pool may vary, depending on the number of Hong Kong Offer Shares validly applied for by each
applicant. The allocation of Hong Kong Offer Shares 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.
Reallocation
The Offer Shares to be offered in 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 Overall
Coordinator. Subject to the allocation cap described in the subsequent paragraph, the Sole 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 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 they deem appropriate.
In each case, the additional Offer Shares reallocated 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 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) the International Offer Shares are fully subscribed
or oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of
the number of times; or (b) the International Offer Shares are undersubscribed and the Hong Kong Offer
Shares are fully subscribed or oversubscribed irrespective of the number of times, then up to 680,000 Offer
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Shares may be reallocated from the International Offering to the Hong Kong Public Offering, so that the
total number of Offer Shares available for subscription under the Hong Kong Public Offering will increase
up to 2,040,000 Offer Shares, representing 15% of the number of Offer Shares initially available under the
Global Offering (before exercise of the Over-allotment Option) in accordance with Chapter 4.14 of the
Guide for New Listing Applicants. In the circumstance where the International Offer Shares are fully
subscribed or oversubscribed and the Hong Kong Offer Shares are undersubscribed, there will be no
reallocation from the International Offering to the Hong Kong Public Offering, and no over-allocation of
H Shares to the Hong Kong Public Offering.
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide for
New Listing Applicants and 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.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and the
International Offering will be disclosed in the results announcement of the Global Offering, which is
expected to be published on Monday, June 22, 2026.
Where the International Offer Shares are undersubscribed, if the Hong Kong Offer Shares are also
undersubscribed, the Global Offering will not proceed unless the Underwriter would subscribe or procure
subscribers for their respective applicable proportions of the Offer Shares being offered which are not
taken up under the Global Offering on the terms and conditions of this prospectus and the Underwriting
Agreements.
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 that he and any person(s) for whose benefit he 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 is liable to be rejected if the said undertaking and/or confirmation is breached
and/or untrue (as the case may be) or it has been or will be placed or allocated International Offer Shares
under the International Offering.
Applicants under the Hong Kong Public Offering may be required to pay, on application (subject to
application channels), the price of HK$81.80 per Offer Share in addition to the brokerage, SFC transaction
levy, the Stock Exchange trading fee and the AFRC transaction levy payable on each Offer Share.
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 initially offered
Subject to the reallocation as described above, the number of Offer Shares to be initially offered
under the International Offering will be 12,240,000 Offer Shares (subject to reallocation and the
Over-allotment Option), representing 90.00% of the total number of Offer Shares initially available under
the Global Offering.
STRUCTURE OF THE GLOBAL OFFERING
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Subject to the reallocation of the Offer Shares between the International Offering and the Hong Kong
Public Offering, the number of Offer Shares initially offered under the International Offering will
represent approximately 16.63% of our Company’s enlarged issued share capital immediately after
completion of the Global Offering, assuming that the Over-allotment Option is not exercised.
Allocation
Pursuant to the International Offering, the International Underwriter will conditionally place the
International Offer Shares with institutional and professional investors and other investors and expected
to have a sizeable demand for the H Shares in Hong Kong and other jurisdictions outside the United States
in offshore transactions in reliance on Regulation S. 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 the paragraph headed “—Pricing and Allocation” in this section
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 buy further, and/or 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 Overall Coordinator (acting in such capacity and as the Underwriter) and the Sole Sponsor
may require any investor who has been offered 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
Overall Coordinator and the Sole Sponsor so as to allow them to identify the relevant applications under
the Hong Kong Public Offering and to ensure that they are excluded from any application of Offer Shares
under the International Offering.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International Offering may
change as a result of the reallocation arrangement described in the paragraph headed “—The Hong Kong
Public Offering—Reallocation” in this section, the exercise of the Over-allotment Option in whole or in
part described in the paragraph headed “—Over-allotment Option” in this section, 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 Overall
Coordinator.
Over-allotment Option
In connection with the Global Offering, it is expected that our Company will grant the
Over-allotment Option to the International Underwriter, which will be exercisable by the Sole Overall
Coordinator (acting in such capacity and as the International Underwriter).
Pursuant to the Over-allotment Option, the International Underwriter has the right, exercisable by the
Sole Overall Coordinator (acting in such capacity and as the International Underwriter) until the 30th day
after the last day for lodging applications under the Hong Kong Public Offering, to require our Company
to allot and issue up to 2,040,000 additional H Shares, representing 15.0% of the number of Offer Shares
initially available under the Global Offering, at the Offer Price under the International Offering to cover
over-allocations in the International Offering, if any.
If the Over-allotment Option is exercised in full, the additional International Offer Shares to be
issued pursuant thereto will represent approximately 2.70% of our Company’s enlarged issued share
capital 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.
STRUCTURE OF THE GLOBAL OFFERING
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STABILIZATION ACTION
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 securities in the secondary market,
during a specified period of time, to curb and, if possible, prevent any decline in the market price of the
securities below the Offer Price. It may be effected in jurisdictions where it is permissible to do so and
subject to all applicable laws and regulatory requirements. In Hong Kong and certain other jurisdictions,
activity aimed at reducing the market price is prohibited. 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
short sales or any other stabilizing transactions with a view to stabilizing or maintaining the market price
of the Offer Shares at a level higher than that which might otherwise prevail in the open market for a
limited period after the last day of the lodging of applications under the Hong Kong Public Offering. Short
sales involve the sale by the Stabilizing Manager of a greater number of H Shares than the Underwriter
are required to purchase in the Global Offering. “Covered” short sales are sales made in an amount not
greater than the Over-allotment Option. The Stabilizing Manager may close out the covered short position
by either exercising the Over-allotment Option to purchase additional Offer Shares or purchasing H Shares
in the open market. In determining the source of the Offer Shares to close out the covered short position,
the Stabilizing Manager will consider, among other things, the price of Offer Shares in the open market
as compared to the price at which they may purchase additional Offer Shares pursuant to the
Over-allotment Option. Stabilizing transactions consist of certain bids or purchases made for the purpose
of preventing or curbing a decline in the market price of the Offer Shares while the Global Offering is in
progress. Any market purchases of the Shares will be effected on any stock exchange, including the Stock
Exchange, any over-the-counter market or otherwise, provided that they are made in compliance with all
applicable laws, rules and regulatory requirements. However, there is no obligation on the Stabilizing
Manager or any person acting for it to conduct any such stabilizing action. Such stabilizing activity, if
commenced, will be done at the absolute discretion of the Stabilizing Manager 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. The number of Offer Shares that may
be over-allocated will not exceed the number of Offer Shares that may be sold under the Over-allotment
Option, namely, 2,040,000 Offer Shares, which is 15.0% of the number of Offer Shares initially available
under the Global Offering, and cover such over-allocations by exercising the Over-allotment Option or by
making purchases in the secondary market at prices that do not exceed the Offer Price or a combination
of these means.
Following any over-allocation of H Shares in connection with the Global Offering, the Stabilizing
Manager (or any person acting for it) may cover the over-allocation through delayed delivery
arrangements with investors who have been allocated Offer Shares in the International Offering. The
delayed delivery arrangements (if specifically agreed to by an investor) relate only to the delay in the
delivery of our Offer Shares to such investor and the Offer Price for the Offer Shares allocated to such
investor will be fully paid prior to Listing, accordingly there will be no delayed settlement of payment of
our Offer Shares. Additional Offer Shares may be issued by the exercise of the Over-allotment Option in
full or in part, or the Stabilizing Manager (or any person acting for it) may purchase H Shares in the
secondary market at prices that do not exceed the Offer Price, or a combination of these means may be
used, to return to such investor the Offer Shares subject to delayed delivery arrangements.
In Hong Kong, stabilizing activities must be carried out in accordance with the Securities and
Futures (Price Stabilizing) Rules. Stabilizing actions permitted pursuant to the Securities and Futures
(Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) under the SFO include:
(a) over-allocation for the purpose of preventing or minimizing any reduction in the market price
of our 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;
STRUCTURE OF THE GLOBAL OFFERING
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(c) purchasing or subscribing for, or agreeing to purchase or subscribe for, our H Shares pursuant
to 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 of our H Shares in order to liquidate any position held as a result
of those purchases; and
(f) offering or attempting to do anything as described in (b), (c), (d) or (e) above.
Stabilizing actions by the Stabilizing Manager, 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.
Prospective applicants for and investors in the Offer Shares should note that:
(a) the Stabilizing Manager or any person acting for it may, in connection with the stabilizing
action, maintain a long position in the Offer Shares;
(b) there is no certainty as to the extent to which and the time or period for which the Stabilizing
Manager or any person acting for it will maintain such a long position;
(c) liquidation of any such long position by the Stabilizing Manager or any person acting for it and
selling in the open market, may have an adverse impact on the market price of our H Shares;
(d) no stabilizing action can be taken to support the price of our H Shares for longer than the
stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th
day after the last date for lodging applications under the Hong Kong Public Offering. After this
date, when no further stabilizing action may be taken, demand for our Shares, and therefore the
price of our H Shares, could fall;
(e) the price of our H Shares cannot be assured to stay at or above the Offer Price by the taking
of any stabilizing action; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may be made at
any price at or below the Offer Price and can, therefore, be done at a price below the price paid
by applicants for, or investors in, the Offer Shares.
As a result of effecting transactions to stabilize or maintain the market price of the H Shares, the
Stabilizing Manager, or any person acting for it, may maintain a long position in the H Shares. The size
of the long position, and the period for which the Stabilizing Manager, or any person acting for it, will
maintain the long position is at the discretion of the Stabilizing Manager and is uncertain. In the event that
the Stabilizing Manager liquidates this long position by making sales in the open market, this may lead
to a decline in the market price of the H Shares.
Stabilizing action by the Stabilizing Manager, or any person acting for it, is not permitted to support
the price of the H Shares for longer than the stabilizing period, which begins on the day on which trading
of the H Shares commences on the Stock Exchange and ends on the 30th day after the last day for the
lodging of applications under the Hong Kong Public Offering. The stabilizing period is expected to end
on Friday, July 17, 2026. As a result, demand for the H Shares and their market price, may fall after the
end of the stabilizing period. These activities by the Stabilizing Manager may stabilize, maintain or
otherwise affect the market price of the H Shares. A public announcement in compliance with the
Securities and Futures (Price Stabilizing) Rules will be made within seven days of the expiration of the
stabilizing period.
STRUCTURE OF THE GLOBAL OFFERING
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PRICING AND ALLOCATION
Determining the Offer Price
The Offer Price will be HK$81.80 per Offer Share unless otherwise announced by our Company no
later than the morning of the last day for lodging applications under the Hong Kong Public Offering, as
further explained below.
The Sole Overall Coordinator (acting in such capacity and as the Underwriter) may, where it deems
appropriate, based on the level of interest expressed by prospective investors during the book-building
process in respect of the International Offering, and with the consent of the Company, reduce the number
of Offer Shares offered under the Global Offering 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 a 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 last day for lodging applications under the Hong Kong
Public Offering, cause to be published on the websites of the Company and the Stock Exchange at
www.hj3h.com and www.hkexnews.hk , respectively, notices of the reduction in the number of Offer
Shares and/or the Offer Price, the cancelation and relaunch of the Global Offering at the revised number
of Offer Shares and/or the Offer Price.
Our Company will also, as soon as practicable following the decision to make such change, issue a
supplemental or new prospectus updating investors of the reduction in the number of Offer Shares and/or
the Offer Price, and giving investors at least three business days to consider the new information. The
supplemental or new prospectus shall include at least the following: updated (a) Offer Price and market
capitalization; (b) listing timetable and underwriting obligations; (c) price/earnings multiple (if
applicable), unaudited pro forma and adjusted net tangible assets; and (d) use of proceeds and working
capital adequacy confirmation based on revised estimated proceeds. In the event of a reduction in the
number of Offer Shares, the Sole Overall Coordinator may also at its discretion reallocate the number of
Offer Shares to be offered under the Hong Kong Public Offering and the International Offering, provided
that the number of Offer Shares offered under the Hong Kong Public Offering shall not be less than 5%
of the Offer Shares available under the Global Offering (without taking into account any additional H
Shares that may be issued pursuant to the Over-allotment Option). In the absence of any such supplemental
or new prospectus so published, the number of Offer Shares will not be reduced and the Offer Price, if
agreed upon by the Sole Overall Coordinator (acting in such capacity and as the Underwriter) and our
Company, will under no circumstances be set above the Offer Price as stated in this 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 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 prospectus or new prospectus so published,
the number of Offer Shares will not be reduced.
If there is any change to the offer size due to change in the number of Offer Shares offered in the
Global Offering (other than pursuant to the exercise of the Over-allotment Option and/or the reallocation
mechanism as disclosed in this prospectus), or if there is any change to 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 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 cancel the Global Offering and
relaunch the offering on FINI and issue a supplemental prospectus or a new prospectus, and giving
investors at least three business days to consider the new information.
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The level of applications in the Hong Kong Public Offering, the level of indications of interest in
the International Offering, the basis of allocations of the Hong Kong Offer Shares and the results of
applications in the Hong Kong Public Offering are expected to be announced on Monday, June 22, 2026
through a variety of channels described in the paragraph 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 Underwriter under the terms
of the Hong Kong Underwriting Agreement and is subject to our Company and the Sole Overall
Coordinator, acting in such capacity and as the Underwriter, agreeing on the Offer Price.
We expect to enter into the International Underwriting Agreement relating to the International
Offering on or around Thursday, June 18, 2026.
These underwriting arrangements, and the Hong Kong Underwriting Agreement and the International
Underwriting Agreement, are summarized in the section headed “Underwriting” in this prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares pursuant to the Global Offering will be conditional
on:
(a) the Listing Committee granting approval for the listing of, and permission to deal in, the H
Shares in issue and to be issued pursuant to the Global Offering (including the additional Offer
Shares which may be issued pursuant to the exercise of the Over-allotment Option), and such
listing and permission not subsequently having been revoked prior to the commencement of
dealings in the H Shares on the Stock Exchange;
(b) the execution and delivery of the International Underwriting Agreement on or about Thursday,
June 18, 2026; and
(c) the obligations of the Underwriter under the respective Underwriting Agreements becoming
and remaining unconditional (including, if relevant, as a result of the waiver of any conditions
by the Sole Overall Coordinator and the Global Coordinator, acting in such capacity and as the
Underwriter) and not having been terminated in accordance with the terms of the respective
agreements in each case on or before the dates and times as specified in the Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times) and in any event no later than Sunday, July 12, 2026 (i.e., the 30th day after
the date of this prospectus).
The completion 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 and on the websites of Stock Exchange at
www.hkexnews.hk and our Company at www.hj3h.com on the next Business Day following such lapse.
In such eventuality, all application monies will be returned, without interest, on the terms set out in the
section headed “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 bankers or other bank(s) in Hong Kong licensed under the
Banking Ordinance (Chapter 155 of the Laws of Hong Kong) (as amended).
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The consummation of each of the Hong Kong Public Offering and the International Offering is
conditional upon, amongst other things, the other becoming unconditional and not having been terminated
in accordance with its terms.
H Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. on the
Listing Date provided that (i) the Global Offering has become unconditional in all respects, and (ii) the
right of termination as described in the section headed “Underwriting—Underwriting Arrangements and
Expenses—Hong Kong Public Offering—Grounds for Termination” has not been exercised. Investors who
trade the H Shares prior to the receipt of H Share certificates or prior to the H Share certificates bearing
valid evidence of title do so entirely at their own risk.
Application for Listing on the Stock Exchange
We have applied to the Listing Committee for the granting of the listing of, and permission to deal
in, the H Shares in issue and to be issued pursuant to the Global Offering (including any H Shares which
may be issued pursuant to the exercise of the Over-allotment Option) on the Main Board of the Stock
Exchange and the Conversion of Unlisted Shares into H Shares.
SHARES WILL BE ELIGIBLE FOR CCASS
All necessary arrangements have been made enabling the H Shares to be admitted into CCASS,
established and operated by HKSCC.
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares and our 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 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.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong
Kong on Tuesday, June 23, 2026, it is expected that dealings in the H Shares on the Stock Exchange will
commence at 9:00 a.m. on Tuesday, June 23, 2026.
The H Shares will be traded in board lots of 100 H Shares each and the stock code of the H Shares
will be 6132.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have 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 our website at
www.hj3h.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
You 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;
 are outside the United States or a person described in paragraph (h)(3) of Rule 902 of
Regulation S; and
 have a Hong Kong address ( for the White Form eIPO service only ).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the Stock
Exchange to us, 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 or his/her/its close associates; or
 are a Director or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Friday, June 12, 2026 and end
at 12:00 noon on Wednesday, June 17, 2026 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
White Form eIPO service /H1118www.eipo.com.hk Applicant 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
Friday, June 12,
2026 to 11:30 a.m.
on Wednesday,
June 17, 2026. The
latest time for
completing full
payment of
application monies
will be 12:00 noon
on Wednesday,
June 17, 2026.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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Application Channel Platform Target Investors Application Time
HKSCC EIPO channel /H1118/H1118/H1118Your broker or
custodian who is a
HKSCC Participant
will submit
electronic
application
instructions on
your behalf
through HKSCC’s
FINI system in
accordance with
your instruction.
Applicant 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 White Form eIPO 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 White Form eIPO service, once you complete payment in respect
of any application instructions given by you or for your benefit through the White Form eIPO 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 White Form eIPO 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 White Form eIPO service, you are deemed to have authorized the White
Form eIPO service provider to apply on the terms and conditions in this prospectus, as supplemented and
amended by the terms and conditions of the White Form eIPO 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.
For those applying through the 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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3. Information Required to Apply
You 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. 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. 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 White Form eIPO service, you are required to provide a valid e-mail address, a contact
telephone number and a Hong Kong address. You 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 int 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 account holders on FINI is capped at 4 in accordance with market practice. Such is
subject to change, if the Company’s Articles of Association and applicable company law prescribe for a lower cap.
(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.
“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).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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For those applying through the HKSCC EIPO channel, and making an application under a power
of attorney, we and the Sole Overall Coordinator, as our agent, have discretion to consider whether to
accept it on any conditions we think 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: 100 Offer Shares
Permitted number of Hong
Kong Offer Shares for
application and amount
payable on application/
successful allotment /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$81.80 per Offer Share.
If you are applying through the HKSCC EIPO channel,
your broker or custodian may require you to pre-fund
your application based on the amount specified by your
broker or custodian , as determined based on the
applicable laws and regulations in Hong Kong. You are
responsible for complying with any such pre-funding
requirement imposed by your broker or custodian with
respect to the Hong Kong Public Offer Shares you applied
for.
By instructing your broker or custodian to apply for the
Hong Kong Offer Shares on your behalf through the
HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are deemed
to have instructed and authorized HKSCC to cause
HKSCC Nominees (acting as nominee for the relevant
HKSCC Participants) to arrange payment of the Offer
Price, brokerage, SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy by
debiting the relevant nominee bank account at the
Designated Bank for your broker or custodian .
If you are applying through the White Form eIPO service,
you may refer to the table below for the amount payable
for the number of H Shares you have selected. You must
pay the respective amount payable on application in full
upon application for Hong Kong Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 317 ---
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
100 8,262.49 2,000 165,249.91 10,000 826,249.54 200,000 16,524,990.60
200 16,524.98 2,500 206,562.38 20,000 1,652,499.05 250,000 20,656,238.26
300 24,787.49 3,000 247,874.87 30,000 2,478,748.59 300,000 24,787,485.90
400 33,049.98 3,500 289,187.34 40,000 3,304,998.12 350,000 28,918,733.56
500 41,312.47 4,000 330,499.81 50,000 4,131,247.66 400,000 33,049,981.20
600 49,574.97 4,500 371,812.29 60,000 4,957,497.18 450,000 37,181,228.86
700 57,837.48 5,000 413,124.76 70,000 5,783,746.71 500,000 41,312,476.50
800 66,099.97 6,000 495,749.72 80,000 6,609,996.25 600,000 49,574,971.80
900 74,362.46 7,000 578,374.67 90,000 7,436,245.76 680,000
(1) 56,184,968.05
1,000 82,624.95 8,000 660,999.62 100,000 8,262,495.30
1,500 123,937.42 9,000 743,624.58 150,000 12,393,742.96
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(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)
and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in
the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC
transaction levy, collected by the Stock Exchange on behalf of the AFRC).
5. Multiple Applications Prohibited
You 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 White Form eIPO service, (ii) HKSCC EIPO
channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an
application through the White Form eIPO service or HKSCC EIPO channel, you or the person(s) for
whose benefit you have made the application shall not apply further for any Offer Shares in the Global
Offering.
6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or HKSCC EIPO
channel, you (or as the case may be, HKSCC Nominees will do the following things on your behalf):
(a) undertake to execute all relevant documents and instruct and authorize us and/or the Sole
Overall Coordinator, as our 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;
(b) 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 White Form eIPO service (or as
the case may be, the agreement you entered into with your broker or custodian), and agree to
be bound by them;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 318 ---
(c) (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;
(d) confirm that you are aware of the restrictions on offers and sales of 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;
(e) 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;
(f) agree that the Sole Sponsor, the Sole Overall Coordinator, the Sole Global Coordinator, the
Sole Bookrunner, the Sole Lead Manager, the Underwriter, the Capital Market Intermediary,
any of their or our Company’s respective directors, officers, employees, partners, agents,
advisers 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;
(g) 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 us, 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 4. Transfer of personal data” in this section;
(h) 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;
(i) 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;
(j) confirm that you are aware of the situations specified in the paragraph headed “—C.
Circumstances In Which You Will Not Be Allocated Hong Kong Offer Shares” in this section;
(k) 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;
(l) 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 we 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;
(m) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by our Company, any of the directors, chief executives,
substantial Shareholder(s) or existing shareholder(s) of our Company or any of its subsidiaries
or any of their respective close associates; and (b) you are not accustomed or will not be
HOW TO APPLY FOR HONG KONG OFFER SHARES
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accustomed to taking instructions from our Company, any of the directors, chief executives,
substantial shareholders) or existing shareholders) of our 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;
(n) warrant that the information you have provided is true and accurate;
(o) confirm that you understand that we and the Sole 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;
(p) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to you
under the application;
(q) 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;
(r) (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 White Form eIPO service
provider or by any one as your agent or by any other person; and
(s) (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 and the White Form eIPO 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
You can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through the White Form eIPO service or HKSCC EIPO channel:
Website /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) with
a “search by ID” function
The full list of (i) wholly or partially
successful applicants using the White
Form eIPO 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 “ Allotment Results ” page
of the White Form eIPO service at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment )
24 hours, no later than 11:00
p.m. on Monday, June 22,
2026 to 12:00 midnight on
Sunday, June 28, 2026
(Hong Kong time)
HOW TO APPLY FOR HONG KONG OFFER SHARES
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Platform Date/Time
Date/Time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.hj3h.com which will provide links
to the above-mentioned websites of the
H Share Registrar
No later than 11:00 p.m. on
Monday, June 22, 2026
(Hong Kong time)
Telephone /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118+852 2862 8555 – the allocation results
telephone enquiry line provided by the
H Share Registrar
Between 9:00 a.m. and 6:00
p.m., on Tuesday, June 23,
2026, Wednesday,
June 24, 2026, Thursday,
June 25, 2026 and Friday,
June 26, 2026 (Hong Kong
time)
For those applying through the HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Thursday, June 18, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on Thursday,
June 18, 2026 (Hong Kong time) on a 24-hour basis and should report any discrepancies on allotments to
HKSCC as soon as practicable.
Allocation Announcement
We expect 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 our website at www.hj3h.com by no
later than 11:00 p.m. on Monday, June 22, 2026 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER
SHARES
You 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:
Your 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 we or our agents exercise our discretion to reject your application:
We, the Sole 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 us of that longer period
within three weeks of the closing date of the application lists.
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4. If:
 you make multiple applications or suspected multiple applications. You may refer to the
paragraph headed “—A. Applications 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; or
 we or the Sole Overall Coordinator believe that by accepting your application, we or they
would violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted H 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 Bank will collect the portion of these funds required
to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment from their Designated Bank.
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 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 us, 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
You 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 H 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 Tuesday, June 23, 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 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.
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The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of H Share certificate 1
For application of
500,000 Hong Kong
Public Offer Shares or
more /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person at H Share
Registrar, Computershare
Hong Kong Investor Services
Limited at Shops 1712-1716,
17th Floor, Hopewell Centre,
183 Queen’s Road East,
Wan Chai, Hong Kong.
Time: from 9:00 a.m. to 1:00
p.m. on Tuesday, June 23,
2026 (Hong Kong time).
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.
Both individuals and authorized
representatives must produce,
at the time of collection,
evidence of identity
acceptable to the H Share
Registrar.
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.
No action by you is required.
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 Public Offer
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Your H Share certificate(s) will
be sent to the address
specified in your application
instructions by ordinary post
at your own risk.
Time: Monday, June 22, 2026
(Hong Kong time)
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 313 –


--- page 323 ---
White Form eIPO service HKSCC EIPO channel
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tuesday, June 23, 2026 Subject to the arrangement
between you and your broker
or custodian .
Responsible party /H1118/H1118/H1118/H1118/H1118/H1118H Share Registrar. Your broker or custodian .
Application monies paid
through single bank
account /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
White Form e-Refund payment
instructions to your
designated bank account.
Your 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/H1118/H1118/H1118
Refund cheque(s) will be
despatched to the address as
specified in your application
instructions by ordinary post
at your own risk.
1. Except in the event of any Severe Weather Signals (defined below) in force in Hong Kong in the morning on the
Monday, June 22, 2026 rendering it impossible for the relevant Share certificates to be despatched to HKSCC in a
timely manner, the Company shall procure the H Share Registrar to arrange for delivery of the supporting documents
and Share certificates in accordance with the contingency arrangements as agreed between them. You may see “—E.
Severe Weather Arrangements” in this section.
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Wednesday, June 17, 2026 if, there is/are:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 an Extreme Condition,
(collectively, “ Severe Weather Signals ”)
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, June 17, 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 our website at www.hj3h.com of the revised
timetable.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 314 –


--- page 324 ---
If a Severe Weather Signal is hoisted on Monday, June 22, 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 Tuesday, June 23, 2026.
If a Severe Weather Signal is hoisted on Monday, June 22, 2026, for application of less than 500,000
Hong Kong Public 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 canceled (e.g. in the
afternoon of Monday, June 22, 2026 or on Tuesday, June 23, 2026).
If a Severe Weather Signal is hoisted on Tuesday, June 23, 2026, for application of more than
500,000 Hong Kong Public Offer Shares, 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 canceled (e.g.
in the afternoon of Tuesday, June 23, 2026 or on Wednesday, June 24, 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 we comply 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 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.
You 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 our 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 our 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 our 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 315 –


--- page 325 ---
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 our 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.
It is important that applicants for and holders of Hong Kong Offer Shares inform our Company and
the H Share Registrar immediately of any inaccuracies in the personal data supplied.
3. Purposes
Your personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
 processing your application and refund cheque and White Form e-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 our 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 our 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 our 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 our Company and the H Share Registrar relating to the applicants for and
holders of Hong Kong Offer Shares will be kept confidential but our 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:
 our Company’s appointed agents such as financial advisers, receiving bank and overseas
principal share registrar;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 316 –


--- page 326 ---
 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 our Company or the H Share
Registrar in connection with their respective business operation;
 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.
5. Retention of personal data
Our 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 our
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. Our 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 our 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 317 –


--- page 327 ---
The following is the text of a report set out on pages I-1 to I-34, received from the Company’ s
reporting accountants, Deloitte Touche Tohmatsu, Certified Public Accountants, Hong Kong, for the
purpose of incorporation in this Prospectus.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF HJ SCIENCE CO., LTD. AND CITIC SECURITIES (HONG KONG) LIMITED
Introduction
We report on the historical financial information of HJ Science Co., Ltd. ( ശ਄͊Ը(ϓே)΅
ʮ̡) (the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-34, which
comprises the consolidated statements of financial position of the Group as at December 31, 2024 and
2025, the statements of financial position of the Company as at December 31, 2024 and 2025 and the
consolidated statements of profit or loss and other comprehensive income, the consolidated statements of
changes in equity and the consolidated statements of cash flows of the Group for each of the two years
ended December 31, 2025 (the “Track Record Period”) 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-34 forms an integral part of this report, which has been prepared for
inclusion in the prospectus of the Company dated June 12, 2026 (the “Prospectus”) in connection with the
initial listing of 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
to the Historical Financial Information, and for such internal control as the directors of the Company
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 (the “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.
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 Historical Financial Information that gives
a true and fair view in accordance with the basis of preparation set out in Note 2 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 of the Company, 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 328 ---
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the accountants’
report, a true and fair view of the Group’s financial position as at December 31, 2024 and 2025, of the
Company’s financial position as at December 31, 2024 and 2025, and of the Group’s financial performance
and cash flows for the Track Record Period in accordance with the basis of preparation set out in Note 2
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 14 to the Historical Financial Information which states that no dividend was
declared or paid by the Company in respect of the Track Record Period.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
June 12, 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 329 ---
HISTORICAL FINANCIAL INFORMATION OF THE GROUP
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The consolidated financial statements of the Group for the Track Record Period, on which the
Historical Financial Information in this report is based, have been prepared in accordance with the
accounting policies which conform with IFRS Accounting Standards as issued by International Accounting
Standards Board and were audited by us in accordance with International Standards on Auditing issued by
International Auditing and Assurance Standards Board (“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 330 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
Y ear ended December 31,
NOTES 2024 2025
RMB’000 RMB’000
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 1,800 12,982
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 2,856 175
Other gains and losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (119,074) 6,545
Administrative 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(12,635) (28,291)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(74,973) (110,178)
Listing 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/H1118/H1118/H1118/H1118– (16,026)
Share of result of an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(239) (158)
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/H1118/H1118/H1118/H1118/H11189 (52) (129)
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/H1118/H1118/H111811 (202,317) (135,080)
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/H1118/H1118/H1118/H111810 – (4)
Loss and total comprehensive expense for the year /H1118/H1118/H1118/H1118/H1118 (202,317) (135,084)
Loss and total comprehensive expense for the year
attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(202,317) (135,084)
Loss per share (in RMB)
– Basic /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 (5.12) (2.28)
– Diluted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 (5.12) (2.28)
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 331 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
December 31,
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/H1118/H1118/H1118/H1118/H1118/H1118/H111816 20,388 20,112
Intangible 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/H111817 153 –
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/H1118/H1118/H1118/H1118/H1118/H111818 695 635
Investment in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 8,478 8,320
29,714 29,067
Current assets
Prepayments and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 17,078 27,150
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/H1118/H1118/H1118/H1118/H111821 329,071 372,172
Restricted bank deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500 500
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/H111822 53,810 3,720
400,459 403,542
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/H1118/H1118/H1118/H1118/H1118/H111823 36,329 62,874
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 – 10,008
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/H111836 328 –
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/H1118/H1118/H1118/H1118/H1118/H111824 2,281 2,276
Tax 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–4
Contract 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/H1118/H1118/H1118/H111826 15,000 20,885
53,938 96,047
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/H1118/H1118/H1118/H1118/H1118346,521 307,495
Total assets less current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118376,235 336,562
Non-current liability
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/H1118/H1118/H1118/H1118/H1118/H111824 – 362
Net 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/H1118/H1118/H1118/H1118376,235 336,200
Capital and reserves
Paid-in capital/share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 16,928 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/H1118/H1118/H1118/H1118/H1118/H1118359,307 276,200
Equity attributable to owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118376,235 336,200
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118376,235 336,200
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


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STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
December 31,
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/H1118/H1118/H1118/H1118/H1118/H1118/H111816 20,375 20,099
Intangible 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/H111817 153 –
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/H1118/H1118/H1118/H1118/H1118/H111818 695 635
Investment in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 8,478 8,320
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 – 2,000
29,701 31,054
Current assets
Prepayments and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 16,816 26,887
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/H111821 329,071 372,172
Amounts due from a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 893 –
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/H111822 53,798 2,535
400,578 401,594
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/H1118/H1118/H1118/H1118/H1118/H111823 36,242 62,786
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 – 10,008
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/H111836 328 –
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/H1118/H1118/H1118/H1118/H1118/H111824 2,281 2,276
Contract 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/H1118/H1118/H1118/H111826 15,000 20,885
53,851 95,955
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/H1118/H1118/H1118/H1118/H1118346,727 305,639
Total assets less current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118376,428 336,693
Non-current liability
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/H1118/H1118/H1118/H1118/H1118/H111824 – 362
Net 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/H1118/H1118/H1118/H1118376,428 336,331
Capital and reserves
Paid-in capital/share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 16,928 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/H1118/H1118/H1118/H1118/H1118/H111829 359,500 276,331
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118376,428 336,331
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 333 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to owners of the Company
Paid-in
capital/
share
capital
Share
premium
Statutory
reserve
Other
reserve
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note (i)) (Note (ii))
As at January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,320 566,702 2,232 (626,229) (478,401) (519,376)
Loss and total comprehensive expense
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (202,317) (202,317)
Capital injection to the Company /H1118/H1118/H1118/H11186 0 8––– – 6 0 8
Termination of financial instruments
with preferred rights (Note 27) /H1118/H1118/H1118/H1118 – 471,091 – 626,229 – 1,097,320
As at December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,928 1,037,793 2,232 – (680,718) 376,235
Loss and total comprehensive expense
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (135,084) (135,084)
Conversion into a joint stock company
(“Capitalization Issue”) (Note 28) /H1118/H1118 41,516 (685,252) (2,232) – 645,968 –
Recognition of equity-settled share-
based payment (Note 30) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 25,049 – 25,049
Capital injection to the Company
(Note 28) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,556 68,444 – – – 70,000
As at December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,000 420,985 – 25,049 (169,834) 336,200
Notes:
(i) In accordance with the Articles of Association of the Company, it is required to transfer 10% of the profit after taxation to
the statutory reserve until the reserve reaches 50% of the registered capital. Transfer to this reserve must be made before
distributing dividends to equity holders. The statutory reserve can be used to make up for previous years’ losses, expand the
existing operations or convert into additional capital of the Company.
(ii) The other reserves as at January 1, 2024 represent the impact of issue of financial instruments with preferred rights before
the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 334 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
OPERATING 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(202,317) (135,080)
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852 129
Interest income on time deposits with original maturity of
over three 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/H1118/H1118/H1118(1,044) –
Share of result of an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239 158
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,031 1,787
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118696 803
Amortization of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118230 153
Gain on disposal of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1)
Gain on 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(5,651) (6,544)
Loss on financial instruments with preferred rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118124,725 –
Share-based payment 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– 25,049
Operating cash flows before movements in working capital /H1118/H1118/H1118/H1118(81,039) (113,546)
Movements in working capital elements:
Increase in prepayments and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,854) (10,072)
Increase in trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,651 28,627
Decrease in amounts due to a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (328)
(Decrease) increase in contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,800) 5,885
NET CASH USED IN OPERATING ACTIVITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(78,042) (89,434)
INVESTING ACTIVITIES
Purchases of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,630) (1,514)
Proceeds from disposal of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118–4
Proceeds from redemption of time deposits with original
maturity over three 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/H1118130,000 –
Purchases of time deposits with original maturity over three
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(130,000) –
Proceeds from disposal of financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,923,602 1,485,443
Purchases of financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,970,000) (1,522,000)
Interest received from time deposits with original maturity over
three 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,044 –
NET CASH USED IN INVESTING ACTIVITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(46,984) (38,067)
FINANCING ACTIVITIES
Repayments 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/H1118/H1118(661) (386)
Interest paid 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/H1118/H1118/H1118(52) (26)
Proceeds from capital injection to the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118608 –
Proceeds from issuance of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 70,000
Payments for share issue 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– (2,082)
New bank borrowings raised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,000
Interest paid on bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (95)
NET CASH (USED IN) FROM FINANCING ACTIVITIES /H1118/H1118/H1118/H1118 (105) 77,411
Net decrease in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(125,131) (50,090)
Cash and cash equivalents at beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178,941 53,810
CASH AND CASH EQUIV ALENTS AT THE END OF YEAR /H1118/H1118 53,810 3,720
APPENDIX I ACCOUNTANTS’ REPORT
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NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. GENERAL
The Company was incorporated in the People’s Republic of China (the “PRC”) on February 20, 2017 as a limited liability
company. On March 18, 2025, the Company was converted into a joint stock company with limited liability under the Company Law
of the PRC, with its name changed from HJ Science Co., Ltd. (ʮ̡) to HJ Science Co., Ltd. ( ശ਄͊Ը(ϓ
ே)ʮ̡). The respective address of the registered office and the principal place of business of the Company are set
out in the section headed “Corporate Information” to the Prospectus. The Company’s controlling shareholder and ultimate controlling
party is Dr. Ji Jianxin (อ), who is also the chief executive of the Company.
The principal activities of the Group are mainly research and development of new small molecule drugs. The Group’s principal
operations and geographic markets are in the PRC. Particulars of subsidiaries are disclosed in Note 37.
The Historical Financial Information are presented in RMB, which is also the functional currency of the Company.
2. BASIS OF PREPARATION OF THE HISTORICAL FINANCIAL INFORMATION
The Historical Financial Information has been prepared based on the accounting policies which conform with IFRS
Accounting Standards.
The Historical Financial Information has been prepared on the historical cost basis, except for financial assets at FVTPL and
financial instruments with preferred rights, which have been measured at fair value.
The statutory financial statements of the Company for the year ended December 31, 2024 were prepared in accordance with
relevant accounting principles and financial regulations applicable to the enterprises in the PRC and were audited by Zhongzheng
Tiantong Certified Public Accountants (LLP) Anhui Branch* (ה(౷ஷΥྫ)הcertified public
accountants registered in the PRC. No statutory financial statements of the Company have been prepared for the year ended
December 31, 2025 as the financial statements have not yet been due to issue.
3. ADOPTION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS
For the purpose of preparing the Historical Financial Information for the Track Record Period, the Group has consistently
applied the accounting policies which conform with IFRS Accounting Standards, which are effective for the accounting period
beginning on January 1, 2025 throughout the Track Record Period.
New and revised IFRS Accounting Standards in issue but not yet effective
At the date of this report, the following new and amendments to IFRS Accounting Standards have been issued but are not yet
effective:
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation Currency
3
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement of Financial
Instruments 2
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 2
Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor and its Associate
or Joint Venture 1
Amendments to IFRS Accounting Standards /H1118/H1118/H1118/H1118Annual Improvements to IFRS Accounting Standards-V olume 11 2
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements 3
IFRS 20 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Regulatory Assets and Regulatory Liabilities 4
1 Effective for annual periods beginning on or after a date to be determined
2 Effective for annual periods beginning on or after January 1, 2026
3 Effective for annual periods beginning on or after January 1, 2027
4 Effective for annual periods beginning on or after January 1, 2029
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 “Presentation and Disclosure in Financial Statements”, which sets out requirements on presentation and disclosures
in financial statements, will replace IAS 1 “Presentation of Financial Statements”. This new IFRS Accounting Standard, while
carrying forward many of the requirements in IAS 1, introduces new requirements to present specified categories and defined
subtotals in the statement of profit or loss; provide disclosures on management-defined performance measures in the notes to the
financial statements and improve aggregation and disaggregation of information to be disclosed in the financial statements. In
addition, some IAS 1 paragraphs have been moved to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” and
IFRS 7 “Financial Instruments: Disclosures”. Minor amendments to IAS 7 “Statement of Cash Flows” and IAS 33 “Earnings per
Share” are also made.
* English name is for identification purpose only
APPENDIX I ACCOUNTANTS’ REPORT
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IFRS 18, and amendments to other standards, will be effective for annual periods beginning on or after January 1, 2027, with
early application permitted. The application of the new standard is not expected to have significant impact on the financial
performance and positions of the Group in terms of recognition and measurement. However, it is expected to affect the structure and
presentation of the consolidated statement of profit or loss and other comprehensive income.
Except for the new IFRS Accounting Standard mentioned above, the management of the Group considers that the application
of all the amendments to IFRS Accounting Standards is unlikely to have a material impact on the Group’s financial position and
performance in foreseeable future.
4. MATERIAL ACCOUNTING POLICY INFORMATION
Basis of consolidation
The Historical Financial Information incorporate the financial statements of the Company and entities controlled by the
Company and its subsidiaries. Control is achieved when the Company:
 has power over the investee;
 is exposed, or has rights, to variable returns from its involvement with the investee; and
 has the ability to use its power to affect its returns.
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 listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary.
Profit or loss and each item of other comprehensive income are attributed to the owners of the Company. Total comprehensive
income of subsidiaries is attributed to the owners of the Company.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with
the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the
Group are eliminated in full on consolidation.
Investment in an associate
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in
the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of an associate are incorporated in the Historical Financial Information using the equity
method of accounting. The financial statements of an associate used for equity accounting purposes are prepared using uniform
accounting policies as those of the Group for like transactions and events in similar circumstances. Under the equity method, an
investment in an associate is initially recognized in the consolidated statements of financial position at cost and adjusted thereafter
to recognize the Group’s share of the profit or loss and other comprehensive income of the associate.
An investment in an associate is accounted for using the equity method from the date on which the investee becomes an
associate. On acquisition of the investment in an associate, any excess of the cost of the investment over the Group’s share of the
net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying
amount of the investment.
The Group assesses whether there is an objective evidence that the interest in an associate may be impaired. When any
objective evidence exists, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance
with IAS 36 “Impairment of Assets” as a single asset by comparing its recoverable amount (higher of value in use and fair value
less costs of disposal) with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill,
that forms part of the carrying amount of the investment.
When a group entity transacts with an associate of the Group, profits and losses resulting from the transactions with the
associate are recognized in the Historical Financial Information only to the extent of interests in the associate that are not related
to the Group.
Revenue from contracts with customers
Information about the Group’s accounting policies relating to contracts with customers is provided in Notes 6 and 26.
Employee benefits
Retirement benefit costs
The Group participates in government-managed retirement benefit schemes, which are defined contribution schemes, pursuant
to which the Group pays a fixed percentage of its staff’s wages as contributions to the plans. Payments to such retirement benefit
schemes are recognized as an expense when employees have rendered service entitling them to the contributions.
APPENDIX I ACCOUNTANTS’ REPORT
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Short-term employee benefits
Short-term employee benefits are recognized at the undiscounted amount of the benefits expected to be paid as and when
employees rendered the services. All short-term employee benefits are recognized as an expense unless another IFRS Accounting
Standard requires or permits the inclusion of the benefit in the cost of an asset.
A liability is recognized for benefits accruing to employees (such as wages and salaries) after deducting any amount already
paid.
Research and development expenses
Expenditure on research activities is recognized as an expense in the period in which it is incurred.
Taxation
Income tax expense represents the sum of the current and deferred income tax expense.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from loss before tax because of income
or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for
current tax is calculated using tax rates that have been enacted or substantively enacted by the end of each reporting period.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Historical
Financial Information and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally
recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary
differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences
can be utilised. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial
recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor
the accounting profit and at the time of transaction does note give rise to equal taxable and deductible temporary differences.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and
associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated
with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits
against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it
is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability
is settled or the asset is realised, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of each
reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in
which the Group expects, at the end of each reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authority.
Current and deferred tax are recognized in profit or loss.
Property, plant and equipment
Property, plant and equipment are tangible assets that are held for use in the research and development activities, or for
administrative purposes. Property, plant and equipment are stated in the consolidated statements of financial position at cost less
subsequent accumulated depreciation and subsequent accumulated impairment losses, if any.
Depreciation is recognized so as to write off the cost of assets other than construction in progress less their residual values
over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method
are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Impairment on property, plant and equipment, right-of-use assets and intangible assets
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right of-use
assets, intangible assets with finite useful lives to determine whether there is any indication that these assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the
extent of the impairment loss (if any).
The recoverable amount of property, plant and equipment, right-of-use assets, and intangible assets are estimated individually.
When it is not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
APPENDIX I ACCOUNTANTS’ REPORT
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Recoverable amount is the higher of fair value less costs of disposal and value in use. 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 (or a cash-generating unit) for which the estimates of future cash flows have
not been adjusted.
If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. The carrying amount of an asset is not reduced
below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of
the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the
group of cash-generating units. An impairment loss is recognized immediately in profit or loss.
Cash and cash equivalents
Cash and cash equivalents presented on the consolidated statements of financial position include:
(a) cash, which comprises of cash on hand and demand deposits, excluding bank balances that are subject to regulatory
restrictions that result in such balances no longer meeting the definition of cash; and
(b) cash equivalents, which comprises of short-term deposits (generally with original maturity of three months or less).
Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other
purposes.
For the purposes of the consolidated statements of cash flows, cash and cash equivalents consist of cash and cash equivalents
as defined above.
Financial instruments
Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of
the instrument. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular
way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by
regulation or convention in the market place.
Financial assets and financial liabilities are initially measured at fair value except for trade receivables arising from contracts
with customers which are initially measured in accordance with IFRS 15 “Revenue from Contracts with Customers”. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
or financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributed to the acquisition of financial assets or financial liabilities
at FVTPL are recognized immediately in profit or loss.
The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of
allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability,
or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Financial assets
Classification and subsequent measurement of financial assets
Financial assets that meet the following conditions are subsequently measured at amortized cost:
 the financial asset is held within a business model whose objective is to collect contractual cash flows; and
 the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
All other financial assets are subsequently measured at FVTPL.
(i) Amortized cost and interest income
Interest income is recognized using the effective interest method for financial assets measured subsequently at amortized cost.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for
financial assets that have subsequently become credit-impaired. For financial assets that have subsequently become credit-impaired,
interest income is recognized by applying the effective interest rate to the amortized cost of the financial asset from the next reporting
period. If the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired,
interest income is recognized by applying the effective interest rate to the gross carrying amount of the financial asset from the
beginning of each reporting period following the determination that the asset is no longer credit-impaired.
(ii) Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortized cost or designated as fair value through other
comprehensive income are measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses
recognized in profit or loss. The net gain or loss recognized in profit or loss includes any dividend or interest earned on the financial
asset and is included in the “other gains and losses, net” line item.
APPENDIX I ACCOUNTANTS’ REPORT
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Impairment of financial assets subject to impairment assessment under IFRS 9
The Group performs impairment assessment under expected credit loss (“ECL”) model on financial assets (including other
receivables, restricted bank deposit and cash and cash equivalents) which are subject to impairment assessment under IFRS 9. The
amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant
instrument. In contrast, 12-month ECL (“12m ECL”) represents the portion of lifetime ECL that is expected to result from default
events that are possible within 12 months after the reporting date. Assessments are done based on the Group’s historical credit loss
experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current
conditions at the reporting date as well as the forecast of future conditions.
The Group measures the loss allowance equal to 12m ECL, unless there has been a significant increase in credit risk since
initial recognition, in which case the Group recognizes lifetime ECL. The assessment of whether lifetime ECL should be recognized
is based on significant increases in the likelihood or risk of a default occurring since initial recognition.
Significant financial difficulties of the counterparties, probability that the counterparties will enter bankruptcy or financial
reorganisation, and default in payments are all considered indicators that a loss allowance may be required. If the credit risk increases
to the point that it is considered to be credit impaired, interest income will be calculated based on the gross carrying amount adjusted
for the loss allowance. A significant increase in credit risk is defined by management as any contractual payment which is more than
30 days past due. Any contractual payment which is more than 90 days past due is considered an event of default unless the Group
has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments by adjusting their carrying
amount, with the exception of trade receivables where the corresponding adjustment is recognized through a loss allowance account.
Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire.
On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the
sum of the consideration received and receivable is recognized in profit or loss.
Financial liabilities and equity
Classification as debt or equity
Debt and equity instruments issued are classified as either financial liabilities or as equity in accordance with substance of
the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
Financial liabilities
All financial liabilities are subsequently measured at amortized cost using the effective interest method or at FVTPL.
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial liability is designated as at FVTPL.
A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business
combination may be designated as at FVTPL upon initial recognition if:
 such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise
arise; or
 the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and
its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or
investment strategy, and information about the grouping is provided internally on that basis; or
 it forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined
contract to be designated as at FVTPL.
At the date of issue, the financial instruments with preferred rights are designated as financial liabilities at FVTPL. In
subsequent period, changes in fair value (including dividend and interest incurred) are recognized in profit or loss as fair value gain
or loss except for changes in the fair value that is attributable to changes in the credit risk (excluding changes in fair value of the
derivatives component) is recognized in other comprehensive income, unless the recognition of the effects of changes in the credit
risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value
attributable to the credit risk that are recognized in other comprehensive income are not subsequently reclassified to profit or loss,
they are transferred to accumulated losses upon derecognition.
Transaction costs relating to the issue of the financial instruments with preferred rights are charged to profit or loss
immediately.
APPENDIX I ACCOUNTANTS’ REPORT
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Financial liabilities at amortized cost
Financial liabilities including trade and other payables, amounts due to a related party and bank borrowings are subsequently
measured at amortized cost, using the effective interest method.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have
expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable
is recognized in profit or loss.
Borrowing costs
All borrowing costs are recognized in profit or loss in the period in which they are incurred.
Share-based payment
Equity-settled share-based payment transactions
Shares granted to employees
Equity-settled share-based payment to employees are measured at the fair value of the equity instruments at the grant date.
The fair value of the equity-settled share-based payment determined at the grant date without taking into consideration all
nonmarket vesting conditions is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity
instruments that will eventually vest, with a corresponding increase in equity (other reserve). At the end of each reporting period,
the Group revises its estimate of the number of equity instruments expected to vest based on assessment of all relevant non-market
vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative
expense reflects the revised estimate, with a corresponding adjustment to the other reserve.
At the same time, the Group recognized the cash received from the grantees as a capital contribution from the shareholder(s)
of the Company in capital reserve included in other reserves. When shares granted are vested, the amounts previously recognized
in other reserve will be transferred to share premium. If the grantee leaves the Group before end of the vesting period, the amount
previously recognized as capital contribution will remain in the same reserve.
5. KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s material accounting policies, which are described in Note 4, the directors of the Company
are required to make judgment, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and
future periods if the revision affects both current and future periods.
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of
each reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next twelve months.
Fair value measurement of financial instruments with preferred rights
As at January 1, 2024, the Group’s financial instruments with preferred rights amounting to RMB972,595,000, is measured
at fair value with fair value being determined based on significant unobservable inputs using valuation techniques. Judgement and
estimation are required in establishing the relevant valuation techniques and the relevant inputs thereof. Changes in assumptions
relating to these factors could result in material adjustments to the fair value of the financial instruments with preferred rights. Details
of the financial instruments with preferred rights are disclosed in Note 27.
6. REVENUE AND SEGMENT INFORMATION
(i) Disaggregation of revenue from contracts with customers
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Type of revenue
– Out-licensing arrangement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,800 12,982
Timing of revenue recognition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Over time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,800 12,982
APPENDIX I ACCOUNTANTS’ REPORT
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(ii) Performance obligations for contracts with customers and revenue recognition policies
License-out of HJ197
In November 2020, the Group entered into a license and collaboration agreement (the “HJ197 Agreement”) with
Shanghai Junshi Biosciences Co., Ltd.* (ʮ̡) (“Junshi Biosciences”), an investor of the
Company, for the research, development, manufacturing and commercialization activities of HJ197, an oral drug for the
treatment of gastrointestinal cancer in Asia. Under the agreement, the Company received a non-refundable upfront payment
in January 2021 (the “Upfront Payment”) and is eligible to receive payments according to timing in achievements of various
clinical trial milestones and research and development expenses invested subsequently.
The revenue for out-licensing arrangement is recognized as a performance obligation satisfied over time. The progress
towards complete satisfaction of the performance obligation in respect of out-licensing arrangement is measured based on
cost-based input method, which is based on actual costs incurred as a percentage of total estimated costs as the Group
completes its performance obligation, that best depict the Group’s performance in transferring control of out-licensing
arrangement.
On June 18, 2025, the Group entered into a supplementary agreement (the “HJ197 Novation Agreement) with Junshi
Biosciences and its subsidiary, Shanghai Junze Chuangyao Biotechnology Co., Ltd.* (ʮ̡)
(“Junze Chuangyao”) to novate the rights and obligations under the HJ197 Agreement. Pursuant to the HJ197 Novation
Agreement, the parties agree that all rights and obligations of Junshi Biosciences are transferred to Junze Chuangyao on the
date of the HJ197 Novation Agreement. The Company received a clinical trial milestone payment (the “Milestone Payment”)
aggregating RMB20,000,000 from Junze Chuangyao on July 18, 2025.
As at December 31, 2025, HJ197 is still in the research and development process. For the years ended December 31,
2024 and 2025, the Group recognized contract revenue related to the license-out of HJ197 of RMB1,800,000 and
RMB12,982,000, respectively. As at December 31, 2024 and 2025, the Upfront Payment and the Milestone Payment that had
not been recognized as revenue were recorded as contract liabilities.
(iii) Transaction price allocated to the remaining performance obligation for contracts with the customer
The transaction price allocated to the remaining performance obligation for the license-out (unsatisfied or partially
unsatisfied) as at December 31, 2024 and 2025 and the expected timing of recognizing revenue are as follows:
December 31,
2024 2025
RMB’000 RMB’000
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/H1118/H1118/H1118/H1118/H1118/H1118/H11181,500 5,343
More than one year but not more than two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,900 12,143
Over two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,600 3,399
15,000 20,885
(iv) Segment information
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed
by the chief executive officer of the Group, being the chief operating decision maker (“CODM”), in order to allocate resources and
to assess the performance.
During the Track Record Period, the CODM reviews the overall results and financial position of the Group as a whole.
Accordingly, the Group has only one single operating and reportable segment and no further analysis of the single segment is
presented.
(v) Geographical information
During the Track Record Period, all of the Group’s revenue was generated in the PRC and all of its non-current assets were
located in the PRC.
7. OTHER INCOME
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Government grants (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118774 88
Interest income on: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– bank 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/H1118/H1118/H1118/H1118/H11181,038 87
– term deposits with original maturity of over three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,044 –
2,856 175
Note: The amounts represent government grants received from various PRC government authorities as incentives for the
Group’s research and development activities.
* English name is for identification purpose only
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 342 ---
8. OTHER GAINS AND LOSSES, NET
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Loss from changes in fair value of financial instruments with preferred
rights (Note 27) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(124,725) –
Gain from changes in fair value of financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,651 6,544
Gain on disposal of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1
(119,074) 6,545
9. FINANCE COSTS
Y ear ended December 31,
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(52) (26)
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/H1118/H1118/H1118/H1118/H1118/H1118– (103)
(52) (129)
10. INCOME TAX EXPENSE
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Current tax:
PRC Enterprise Income Tax (“EIT”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (4)
Pursuant to the law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulations of the EIT Law,
the applicable tax rate of the Company and its subsidiaries is 25% during the Track Record Period.
The Company was accredited as a High and New Technology Enterprise recognized by Science and Technology Commission
of Chengdu Municipality on November 2, 2022, and was reaccredited as such by the same authority on December 8, 2025 after the
last accreditation expired, and enjoys a preferential tax rate of 15% for the Track Record Period.
According to a policy promulgated by the State Tax Bureau of the PRC and effective from 2023 onwards, enterprises engage
in research and development activities are entitled to claim 200% of the research and development expenses so incurred in a year
as tax deductible expenses in determining its tax assessable profits for that year. As such, the Company enjoyed super deduction of
200% on qualifying research and development expenditures throughout the Track Record Period.
The tax charge for each reporting period can be reconciled to the loss before tax per the consolidated statements of profit or
loss and other comprehensive income as follows:
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(202,317) (135,080)
Tax calculated at the applicable income tax rate of 25% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50,579) (33,770)
Tax effect of expenses not deductible for tax purpose /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,209 6,270
Income tax at concessionary 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– (15)
Tax effect of share of result of an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859 40
Tax effect of super deduction on research and development expenses /H1118/H1118/H1118/H1118 (16,009) (13,764)
Tax effect of tax losses not recognized /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,307 41,139
Tax effect of deductible temporary differences not recognized /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 104
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118–4
As at December 31, 2024 and 2025, the Group has unused tax losses of RMB403,094,000 and RMB566,925,000, respectively.
These tax losses will be expired in 5 to 10 years. As at December 31, 2024 and 2025, the Group has deductible temporary differences
of RMB50,000 and RMB417,000, respectively. No deferred tax asset has been recognized in respect of the tax losses or temporary
differences due to the unpredictability of future profit streams.
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 343 ---
11. LOSS BEFORE TAX
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Loss before tax for the year has been arrived at after charging:
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,031 1,787
Amortization of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118230 153
Depreciation of 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/H1118696 803
Total depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,957 2,743
Staff cost (including directors’ emoluments):
– Salaries and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,066 31,491
– Retirement benefit scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118899 1,770
– Equity-settled share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 25,049
Total staff cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,965 58,310
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842 47
12. DIRECTORS’, SUPERVISORS’ AND CHIEF EXECUTIVE OFFICER’S EMOLUMENTS
Details of the emoluments paid or payable to the individuals who were appointed as directors, supervisors and the chief
executive officer of the Company during the Track Record Period are as follows:
Fees Salaries
Retirement
benefit scheme
contribution
Share-based
payment Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
For the year ended December 31, 2024
Directors:
Dr. Ji Jianxin ( note a ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,950 1 – 2,951
Mr. Wu Zhen (ࣈ()note b ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 203 9 – 212
Mr. Yang Xiangyu ( เജρ)
(note f) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,716 11 – 1,727
Ms. Geng Xueli ( অኪ஁) (note d) /H1118/H1118/H1118/H1118/H1118–––––
Mr. Wang Junfeng (ࢤڲ)note d) /H1118/H1118/H1118/H1118 –––––
Mr. Du Jiangbo (ت)note e) /H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Zhang Zhiyong (ۇ)
note g) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
– 4,869 21 – 4,890
Fees Salaries
Retirement
benefit scheme
contribution
Share-based
payment Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
For the year ended December 31, 2025
Directors:
Dr. Ji Jianxin ( note a ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,790 25 12,483 15,298
Mr. Wu Zhen (note b ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 221 14 238 473
Ms. Zhang Yao ( ੵာ) (note c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 136 15 26 177
Mr. Yang Xiangyu (note f) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,583 25 2,396 4,004
Ms. Geng Xueli (note d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Wang Junfeng (note d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Du Jiangbo (note e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Zhang Zhiyong (note g) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Supervisors:
Mr. Tang Gaojia (৷ྗ)
(note h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 185 19 133 337
Ms. Wang Liqun ( ӓᘆ໊)
(note h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 114 13 26 153
Ms. Gao Qian (࠺)
note h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 115 12 – 127
Ms. Guo Qi ( ெೡ)( note h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9 35– 9 8
– 5,237 128 15,302 20,667
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 344 ---
Notes:
(a) Dr. Ji Jianxin was appointed as a director and the chief executive officer of the Company since September 2018 and
was re-designated as an executive director of the Company on July 11, 2025.
(b) Mr. Wu Zhen was appointed as a director of the Company since September 2018 and was re-designated as an executive
director of the Company on July 11, 2025.
(c) Ms. Zhang Yao was appointed as a director of the Company since March 18, 2025 and was re-designated as an
executive director of the Company on July 11, 2025.
(d) Ms. Geng Xueli and Mr. Wang Junfeng were appointed as directors of the Company on October 12, 2020 and was
re-designated as non-executive directors of the Company on July 11, 2025.
(e) Mr. Du Jiangbo was appointed as a director of the Company on February 3, 2021 and was re-designated as a
non-executive director of the Company on July 11, 2025.
(f) Mr. Yang Xiangyu was designated as a director of the Company on January 18, 2024 and was re-designated as an
executive director of the Company on July 11, 2025.
(g) Mr. Zhang Zhiyong was appointed as a director of the Company on January 18, 2024 and was re-designated as a
non-executive director of the Company on July 11, 2025.
(h) Mr. Tang Gaojia, Ms. Gao Qian and Ms. Wang Liqun were appointed as the supervisors of the Company on March 18,
2025. Ms. Guo Qi was appointed as the supervisor of the Company on November 5, 2025. Ms. Gao Qian ceased to serve
as a supervisor on November 5, 2025.
The directors’ emoluments shown above were for their services as directors of the Company. The supervisors’ emoluments
shown above were for their services as supervisors of the Company.
There was no arrangement under which a director or a supervisor waived or agreed to waive any remuneration during the
Track Record Period.
On July 11, 2025, Mr. Wong Jovi Chi Wing ( ˮқ࿲), Mr. Jiang He (ձ), Ms. Lin Fangzhu (϶) and Mr. Liu Zhe ( ᄎ
ࡪwere appointed as the independent non-executive directors of the Company, and the respective appointments will become
effective upon the successful completion of the IPO (as defined in Note 27).
13. FIVE HIGHEST PAID EMPLOYEES
The five highest paid individuals of the Group included 2 and 2 directors of the Company for the year ended December 31,
2024 and 2025, respectively, details of whose remuneration are set out above. Details of the remuneration for the remaining 3 and
3 highest paid individuals for the year ended December 31, 2024 and 2025, respectively, are as follows:
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Salaries and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,399 3,910
Retirement benefit scheme contribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 74
Equity-settled share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,917
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/H1118/H11184,431 10,901
The number of the highest paid employees who are not the directors or supervisors of the Group whose remuneration fell
within the following bands is as follows:
Number of individuals
Y ear ended December 31,
2024 2025
Nil to Hong Kong Dollar (“HK$”) 1,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181–
HK$1,000,001 to HK$1,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1
HK$2,000,001 to HK$2,500,000 /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–
HK$4,000,001 to HK$4,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1
HK$6,500,001 to HK$7,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1
33
During the Track Record Period, no remuneration was paid by the Group to the directors or supervisors of the Group or the
five highest paid individuals as an inducement to join or upon joining the Group or as compensation for loss of office.
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 345 ---
14. DIVIDENDS
No dividend was declared or paid by the Company in respect of the Track Record Period, nor has any dividend been proposed
since the end of the Track Record Period.
15. LOSS PER SHARE
The calculation of the basic and diluted loss per share is based on the following data:
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Loss for the year:
Loss for the year attributable to owners of the Company for the purpose
of basic loss per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(202,317) (135,084)
Loss for the year attributable to owners of the Company for the purpose
of diluted loss per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(202,317) (135,084)
Number of Shares (’000):
Y ear ended December 31,
2024 2025
Weighted average number of ordinary shares for the purpose of
calculating basic loss per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,518 59,280
Weighted average number of ordinary shares for the purpose of
calculating diluted loss per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,518 59,280
Certain investors’ shares, which are recorded as financial instruments with preferred rights in Note 27, are not treated as
outstanding shares and thus are excluded in the calculation of basic loss per share until the preferential right was terminated on
August 29, 2024.
The Company was converted to a joint stock company on March 18, 2025, 58,444,059 ordinary shares with par value of RMB1
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. This capitalization of share capital is applied retrospectively for the purpose of calculating basic loss per
share, as adjusted for the capital contributions by the then shareholder.
For the year ended December 31, 2024, the financial instruments with preferred rights were not included in the calculation
of diluted loss per share as their inclusion would be anti-dilutive. For the year ended December 31, 2025, the Pre-IPO Share Incentive
Scheme as detailed in Note 30 was also not included in the calculation of diluted loss per share as its inclusion would be anti-dilutive.
Accordingly, the diluted loss per share is the same as the basic loss per share of the respective year.
16. PROPERTY, PLANT AND EQUIPMENT
The Group
Building Machinery
Electronic
equipment,
fixtures and
furnitures
Office
equipment
Transportation
equipment
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
COST
At January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,344 2,360 536 640 1,170 1,912 26,962
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118712 864 6 48 – – 1,630
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,056 3,224 542 688 1,170 1,912 28,592
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 61 – 168 – 1,285 1,514
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (65) – (65)
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,056 3,285 542 856 1,105 3,197 30,041
DEPRECIATION
At January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,875 1,571 437 473 882 935 6,173
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,115 131 41 50 184 510 2,031
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,990 1,702 478 523 1,066 1,445 8,204
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118932 186 22 77 46 524 1,787
Eliminated on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (62) – (62)
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 346 ---
Building Machinery
Electronic
equipment,
fixtures and
furnitures
Office
equipment
Transportation
equipment
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,922 1,888 500 600 1,050 1,969 9,929
CARRYING V ALUES
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,066 1,522 64 165 104 467 20,388
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,134 1,397 42 256 55 1,228 20,112
The Company
Building Machinery
Electronic
equipment,
fixtures and
furnitures
Office
equipment
Transportation
equipment
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
COST
At January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,344 1,052 536 640 933 1,912 25,417
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118712 864 6 48 – – 1,630
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,056 1,916 542 688 933 1,912 27,047
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 61 – 168 – 1,285 1,514
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (65) – (65)
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,056 1,977 542 856 868 3,197 28,496
DEPRECIATION
At January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,875 263 437 473 700 935 4,683
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,115 131 41 50 142 510 1,989
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,990 394 478 523 842 1,445 6,672
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118932 186 22 77 46 524 1,787
Eliminated on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (62) – (62)
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,922 580 500 600 826 1,969 8,397
CARRYING V ALUES
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,066 1,522 64 165 91 467 20,375
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,134 1,397 42 256 42 1,228 20,099
The above items of property, plant and equipment are depreciated on a straight-line basis after taking into account of the
residual value as follows:
Building /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830-40 years
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 years
Electronic equipment, fixtures and furnitures /H1118/H1118/H1118/H1118/H1118/H1118/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 years
Office 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 years
Transportation 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 years
Leasehold improvement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183-5 years
During the Track Record Period and at the end of each reporting period, no indication of the impairment for property, plant
and equipment was identified.
17. INTANGIBLE ASSETS
The Group and the Company
Database use right
RMB’000
COST
At January 1, 2024, December 31, 2024 and 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/H11182,106
AMORTIZATION
At January 1, 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/H1118/H11181,723
Charge 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118230
At December 31, 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/H11181,953
Charge 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118153
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 347 ---
Database use right
RMB’000
At December 31, 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/H1118/H1118/H11182,106
CARRYING V ALUES
At December 31, 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/H1118153
At December 31, 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/H1118/H1118/H1118–
All of the Group’s and the Company’s database use right was acquired from third parties and the amortization of these
intangible assets will begin when it is available for use. Database use right was amortized on a straight-line basis over two years.
18. RIGHT-OF-USE ASSETS
The Group and the Company
Leased buildings
RMB’000
As at December 31, 2024
Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118695
As at December 31, 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
Carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118635
For the year ended December 31, 2024
Amortization 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118696
For the year ended December 31, 2025
Amortization 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118803
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Total cash outflow for
leases (Note 33) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118713 412
Additions to 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/H1118– 743
Right-of-use assets are depreciated on a straight-line basis over the lease terms.
During the Track Record Period, the Group and the Company leases offices for its operations. Lease contracts are entered into
for fixed term of 3 years to 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms
and conditions. There were no extension options in the lease contracts. In determining the lease term and assessing the length of the
non-cancellable period, the Group and the Company applies the definition of a contract and determines the period for which the
contract is enforceable.
As at December 31, 2024 and 2025, the Group’s and the Company’s lease liabilities of RMB2,281,000 and RMB2,638,000
are recognized with related right-of-use assets of RMB695,000 and RMB635,000, respectively. The lease agreements do not impose
any covenants other than the security interests in the leased assets that are held by the lessor.
During the Track Record Period and at the end of each reporting period, no indication of the impairment for right-of-use assets
was identified.
19. INVESTMENT IN AN ASSOCIATE
December 31,
2024 2025
RMB’000 RMB’000
Investment in an associate under equity method /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,478 8,320
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 348 ---
Detail of the associate held by the Group and the Company is set out below:
Name of associate
Place of
incorporation/
establishment
and principal
place of business
Proportion ownership
interest
and voting power held by
the Group and the
Company as at
As at
the date of
this report Principal activity
December 31,
2024 2025
%% %
Zhangjiakou Huajian Zhiyuan Biotechnology
Co., Ltd.* (ʮ
̡) (“Zhangjiakou Zhiyuan”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
the PRC 72 72 72 Biopharmaceutical
technical services
The Group has 72% ownership interest and voting right in Zhangjiakou Zhiyuan. According to the articles of association, the
voting power is exercised with reference to respective percentage of registered share capital and the decision-making authority with
respect to Zhangjiakou Zhiyuan’s operating activities shall account for more than 75%. By considering that the Group has no
sufficiently dominant voting rights to direct the relevant activities of Zhangjiakou Zhiyuan unilaterally, the directors of the Company
conclude that the Group only has significant influence over Zhangjiakou Zhiyuan and, as a result, it is classified as an associate of
the Group as at December 31, 2024 and 2025.
20. PREPAYMENTS AND OTHER RECEIV ABLES
The Group
December 31,
2024 2025
RMB’000 RMB’000
Prepayments to third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,543 11,333
Value-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,115 10,511
Deferred issue 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/H1118/H1118/H1118– 4,949
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118420 357
17,078 27,150
The Company
December 31,
2024 2025
RMB’000 RMB’000
Prepayments to third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,543 11,333
Value-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,853 10,248
Deferred issue 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/H1118/H1118/H1118– 4,949
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118420 357
16,816 26,887
21. FINANCIAL ASSETS AT FVTPL
The Group and the Company
December 31,
2024 2025
RMB’000 RMB’000
Current assets
Structured bank deposits (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118321,319 221,328
Wealth management products (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,752 150,844
329,071 372,172
* English name is for identification purpose only
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 349 ---
Notes:
(i) As at December 31, 2024 and 2025, the structured bank deposits issued by banks are short-term investments
denominated in RMB with no predetermined or guaranteed return but are principal protected. The expected return were
1.14% to 2.81% per annum and 1.00% to 2.30% per annum as at December 31, 2024 and 2025, respectively, depending
on the market prices including the United States Dollar, Singapore Dollar, Euro and gold price.
(ii) The amounts represent wealth management products issued by financial institutions subscribed by the Group with no
guaranteed principal and return, while the total expected return is up to 1.77% and 2.13% per annum as at December
31, 2024 and 2025, respectively, depending on the performance of the underlying financial investments or the change
in interest rates as specified in the relevant placements. The original maturity periods of these wealth management
products range from 7 days to over one year. These financial assets are classified as current as the management expects
to realise these financial assets within twelve months after each reporting period.
22. CASH AND CASH EQUIV ALENTS
Cash and cash equivalents include demand deposits and short-term deposits for the purpose of meeting the Group’s and the
Company’s short-term cash commitments. These deposits carry interest at market rates of 0.10% to 0.34% per annum and 0.05% to
0.45% per annum per annum as at December 31, 2024 and 2025, respectively.
23. TRADE AND OTHER PAYABLES
The Group
December 31,
2024 2025
RMB’000 RMB’000
Trade 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/H1118/H1118/H1118/H1118/H1118/H111823,310 38,084
Salary and bonus 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/H11187,911 8,582
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/H1118/H1118/H1118/H1118/H1118/H11184,919 3,561
Accrued listing expense and issue cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,621
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118189 26
36,329 62,874
The credit period granted by trade creditors is normally within three months. The following is an aged analysis of trade
payables presented based on the dates of delivery of goods/dates of rendering of services:
December 31,
2024 2025
RMB’000 RMB’000
Within 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,966 36,124
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 1,935
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,245 –
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 25
23,310 38,084
The Company
December 31,
2024 2025
RMB’000 RMB’000
Trade 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/H1118/H1118/H1118/H1118/H1118/H111823,306 38,079
Salary and bonus 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/H11187,911 8,582
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/H1118/H1118/H1118/H1118/H1118/H11184,840 3,482
Accrued listing expense and issue cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,621
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118185 22
36,242 62,786
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 350 ---
The credit period granted by trade creditors is normally within three months. The following is an aged analysis of trade
payables presented based on the dates of delivery of goods/dates of rendering of services:
December 31,
2024 2025
RMB’000 RMB’000
Within 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,966 36,123
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 1,935
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,245 –
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 21
23,306 38,079
24. LEASE LIABILITIES
The Group and the Company
December 31,
2024 2025
RMB’000 RMB’000
Lease liabilities payable:
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/H1118/H1118/H1118/H1118/H1118/H1118/H11182,281 2,276
Within a period of more than one year but not exceeding two years /H1118/H1118/H1118/H1118 – 251
Within a period of more than two years but not exceeding five years /H1118/H1118/H1118/H1118 – 111
2,281 2,638
Less: Amount due for settlement within
12 months shown under current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,281) (2,276)
Amount due for settlement after 12 months shown under non-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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 362
The weighted average incremental borrowing rates applied to lease liabilities are 4.65% and 4.45% per annum as at December
31, 2024 and 2025.
25. BORROWINGS
The Group and the Company
December 31,
2024 2025
RMB’000 RMB’000
At amortized cost
Bank borrowings:
– Fixed-rate, unsecured and repayable within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,008
The bank borrowings are unsecured, unguaranteed, and carried a fixed-rate interest rate (also being the effective interest rate)
of 2.50% per annum as at December 31, 2025.
26. CONTRACT LIABILITIES
The Group and the Company
December 31,
2024 2025
RMB’000 RMB’000
Out-licensing arrangement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,000 20,885
As at January 1, 2024, the Group and the Company had contract liabilities of RMB16,800,000 related to out-licensing
arrangement.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 351 ---
The following table shows the amount of the revenue recognized relates to carried-forward contract liabilities:
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Revenue recognized that was included in the contract liabilities balance at
the beginning of the year:
Out-licensing arrangement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,800 2,228
27. FINANCIAL INSTRUMENTS WITH PREFERRED RIGHTS
The Group and the Company
Series A Financing
In December 2017, the Company entered into an investment agreement (the “Series A Financing”) with two independent
investors (collectively as the “Series A Investors”), pursuant to which the Series A Investors shall make total investments of
RMB104,329,000 to subscribe newly issued paid-in capital with preferential rights, totalling RMB3,529,000. One of the investors
(“Investor A-I”) paid RMB24,329,000 to subscribe for RMB823,000 paid-in capital with preferential rights. The other investor
(“Investor A-II”) subscribed for RMB2,706,000 paid-in capital with preferential rights at a consideration of RMB80,000,000, of
which RMB42,000,000 was paid in December 2017 for RMB1,476,000 paid-in capital with preferential rights. According to the
supplementary agreement entered into among Investor A-II, Dr. Ji Jianxin and the other investors of the Company in October 2019,
Investor A-II would waive the remaining investment and Dr. Ji Jianxin agreed to transfer 1.00% of the equity interest to Investor
A-II without consideration.
Series B Financing
In December 2019 and September 2020, the Company, the controlling shareholder, the Series A Investors and other investors
of the Company entered into an investment agreement (the “Series B Financing”) with two independent investors (collectively as the
“Series B Investors”). Pursuant to the agreement, the Series B Investors shall make total investments of RMB80,000,000 to subscribe
for RMB1,406,000 paid-in capital with preferential rights. The cash consideration was fully settled before October 2020.
Series B+ Financing
In December 2020 and May 2021, the Company, the controlling shareholder, the Series A Investors, the Series B Investors
and other investors of the Company entered into four investment agreements (the “Series B+ Financing”) with several independent
investors (collectively as the “Series B+ Investors”). Pursuant to those agreements, the Series B+ Investors shall make total
investments of RMB157,300,000 to subscribe for RMB1,437,000 paid-in capital with preferential rights. The cash consideration was
fully settled before June 2021. Pursuant to these agreements, Investor A-I shall transfer RMB362,000 paid-in capital with preferential
rights to several investors of the Series B+ Investors at a total consideration of RMB29,100,000.
Series B++ Financing
In August 2021, the Company, the controlling shareholder, the Series A Investors, the Series B Investors, Series B+ Investors
and other investors of the Company entered into an investment agreement (the “Series B++ Financing”) with two independent
investors (collectively as the “Series B++ Investors”), pursuant to which the Series B++ Investors shall make total investments of
RMB40,000,000 to subscribe for RMB306,000 paid-in capital with preferential rights. The cash consideration was fully settled in
October 2021.
In August 2021, the Company entered into an investment agreement with the Series B++ Investors and Investor A-I, pursuant
to which the Investor A-I shall transfer RMB202,000 paid-in capital with preferential rights to the Series B++ Investors at a total
consideration of RMB20,000,000.
Series C1 Financing
In December 2023, the Company, the controlling shareholder, the Series A Investors, the Series B Investors, Series B+
Investors, Series B++ Investors and other investors of the Company entered into an investment agreement (the “Series C1
Financing”) with several independent investors (collectively as the “Series C1 Investors”), pursuant to which the Series C1 Investors
shall make total investments of RMB230,000,000 to subscribe for RMB1,480,000 paid-in capital with preferential rights. The cash
consideration was fully settled in December 2023.
The Series A Investors, Series B Investors, Series B+ Investors, Series B++ Investors and Series C1 Investors are collectively
as the Investors.
(i) Liquidation preferences
If any liquidation, dissolution, termination or deemed liquidation event occurs in the Company:
The Series C1 Investors, Series B++ Investors, Series B+ Investors, Series B Investors and Series A Investors shall be entitled
to receive the following amounts in order: (i) the amount equal to the original investment amount and (ii) any dividends that have
been declared but not yet paid.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 352 ---
If Investors have transferred part of their held paid-in capital with preferential rights before liquidation, the base for claiming
the liquidation preference amounts shall deduct the original investment amount corresponding to the transferred part of the paid-in
capital with preferential rights.
If there are any assets or funds remaining after the payment of the preference amount, the remaining assets or funds available
for distribution to the members of the Company shall be distributed ratably among all members including the Investors according
to the relative number of shares held by such members.
(ii) Anti-dilution right
If the Company issues new shares at a price lower than the price paid by the Investors, the Investors shall have the right to
require the Company to issue new shares or Dr. Ji Jianxin to transfer shares to the Investors at nil consideration, a minimum purchase
price permitted under the PRC laws, or require Dr. Ji Jianxin to make cash compensation, so that the amount paid by the Investors
divided by the total number of shares obtained equal to the newly issued shares.
(iii) Redemption right
Upon occurrence of the following events, any investor shall have the right to require the redemption of their held shares: (i)
the Company failed to complete a qualified initial public offering (“IPO”) before October 20, 2025 and the investment consideration
of the relevant investor has been settled for five years or more; (ii) any other investor, other than the investor themselves, requires
redemption and (iii) any material breach of the investment agreement by the controlling shareholder or the Company, or any serious
illegal actions that may cause significant loss to the interests of the investors. The redemption amount is calculated as the higher of
(i) the amount equal to the original investment amount plus interest of 10% per annum calculated on a simple basis and any dividends
that have been declared but not yet paid and (ii) the audited net asset value per share of the Company multiplied by the number of
shares that the investor requests to be repurchased upon issuing a written redemption notice.
Presentation and classification
The Company elected to designate the paid-in capital with preferential rights held by the Investors as financial liabilities at
FVTPL. The fair value change of the financial liabilities is charged/credited to profit or loss (changes in fair value of financial
liabilities at FVTPL) except for the portion attributable to credit risk change which shall be charged/credited to other comprehensive
income, if any. The directors of the Company considered that the credit risk change on the financial liabilities that drives the fair
value change of the financial liabilities during the Track Record Period is minimal.
The financial liabilities at FVTPL were valued by the directors of the Company with reference to an independent valuation.
The movement of the financial instruments with preferred rights are set out as below:
Financial instruments
with preferred rights
RMB’000
At January 1, 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/H1118/H1118972,595
Change in fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118124,725
Termination of financial instruments with preferred rights (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,097,320)
At December 31, 2024 and December 31, 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–
Note: On August 29, 2024, the Company entered into an agreement with the Investors to terminate all preferential rights
under the issued paid-in capital with preferential rights for which the Company is the obligor. Accordingly, the
financial liabilities at FVTPL were reclassified from financial liabilities to equity at their fair value, resulting in an
increase of share premium of RMB471,091,000 and an increase of other reserves of RMB626,229,000.
Back-solve method was used to determine the underlying equity value of the Company as at January 1, 2024 by reference to
the issue price of the Series C1 Financing and discounted cash flow method was used to determine the underlying equity value of
the Company as at August 29, 2024.
Hybrid method was adopted to allocate the equity value amongst different classes of shares of the Company at the end of each
reporting period. The hybrid method is a hybrid between the probability-weighted expected return method and the option pricing
method (“OPM”), using the OPM to estimate the allocation of value across multiple scenarios and estimating the probability-
weighted value of those scenarios.
APPENDIX I ACCOUNTANTS’ REPORT
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The discount rate used in the discounted cash flow method was 14% as at August 29, 2024. The key valuation assumptions
used to determine the fair value are as follows:
January 1, August 29,
2024 2024
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/H11182.40% 1.79%
Discount for lack of marketability /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820.00% 15.00%
V olatility 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/H111859.83% 60.96%
Possibilities under liquidation scenario /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817.50% 17.50%
Possibilities under IPO scenario /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865.00% 65.00%
Possibilities under redemption scenario /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817.50% 17.50%
28. PAID-IN CAPITAL/SHARE CAPITAL
The Group and the Company
Number of shares Amount
RMB’000
Ordinary shares of RMB1 each
Authorised:
At January 1, 2024 and December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Capitalization Issue ( Note (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/H1118/H111858,444,059 58,444
Capital injection to the Company (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,555,546 1,556
At December 31, 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/H111859,999,605 60,000
Issued and fully paid (RMB’000):
At January 1, 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/H1118/H111816,320
Capital injection to the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118608
At December 31, 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/H111816,928
Capitalization Issue (Note (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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,516
Capital injection to the Company (Note (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/H1118/H1118/H1118/H1118/H1118/H11181,556
At December 31, 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/H1118/H1118/H111860,000
Notes:
(i) Pursuant to the shareholders’ resolutions and the promoters’ agreement dated March 18, 2025, the shareholders of the
Company agreed to convert the Company into a joint stock limited liability company. The net assets of the Company
as of the conversion base date, which is August 31, 2024, including paid-in capital and reserves were converted into
58,444,059 ordinary shares at RMB1 each. The excess of the net assets converted over the nominal value of the
ordinary shares was debited to the Company’s share premium. Upon the completion of registration with the
Administration For Market Regulation of Chengdu on April 15, 2025, the Company was converted into a joint stock
limited liability company under PRC Company Law, and renamed to HJ Science Co., Ltd. ( ശ਄͊Ը(ϓே)΅
ʮ̡).
(ii) In June 2025, the Company, the controlling shareholder, the Investors and other investors of the Company entered into
an investment agreement (the “Series C2 Financing”) with three new independent investors (collectively as the “Series
C2 Investors”), pursuant to which the Series C2 Investors shall make total investments of RMB70,000,000 to subscribe
for 1,555,546 shares. The consideration was fully settled on July 11, 2025. These Series C2 Investors were granted
certain special rights by Dr. Ji under the Series C2 Financing, including, among others, redemption rights, liquidation
preference rights and anti-dilution rights. No special rights were granted by the Company.
29. RESERVES OF THE COMPANY
Share premium Statutory reserve Other reserve
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118566,702 2,232 (626,229) (480,259) (537,554)
Loss and total comprehensive expense 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– – – (200,266) (200,266)
Termination of financial instruments with
preferred rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118471,091 – 626,229 – 1,097,320
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,037,793 2,232 – (680,525) 359,500
APPENDIX I ACCOUNTANTS’ REPORT
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Share premium Statutory reserve Other reserve
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Loss and total comprehensive expense 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– – – (135,146) (135,146)
Capitalization Issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(685,252) (2,232) – 645,968 (41,516)
Recognition of equity-settled share-based
payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 25,049 – 25,049
Capital injection to the Company /H1118/H1118/H1118/H1118/H1118/H1118/H111868,44 4––– 68,444
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118420,985 – 25,049 (169,703) 276,331
30. SHARE-BASED PAYMENT TRANSACTIONS
Pre-IPO Share Incentive Scheme
As approved by the Company’s shareholders on July 11, 2025, the Company adopted the pre-IPO employee incentive scheme
(the “Pre-IPO Share Incentive Scheme”). The awards granted to eligible participants (the “Eligible Participants”) under the Pre-IPO
Share Incentive Scheme are sourced from the shares of the Company held by Suzhou Jishitang Enterprise Management Center
(Limited Partnership)* ( ᘽψጐͩੀΆุ၍ଣʕː(Υྫ)) (“Suzhou Jishitang”), one of the Group’s employee incentive
platforms. Under the Pre-IPO Share Incentive Scheme, a total of 2,093,400 shares have been granted to the Eligible Participants, who
are determined by the scheme’s administrator, Dr. Ji Jianxin.
Pursuant to the Pre-IPO Share Incentive Scheme, the granted restricted shares held by the Eligible Participants by virtue of
the partnership interests held by them in the employee incentive platforms are subject to performance targets and lock-up restrictions
for a period commencing from the date of signing grant agreement to the date of completion of three years of service of the Eligible
Participants with the Group and such restrictions shall be released in the following manner:
 30% of the total number of shares shall be released from transfer restrictions upon the Eligible Participants completing
one year of continuous service to the company, with the vesting period commencing from the date of signing grant
agreement;
 30% of the total number of shares shall be released from transfer restrictions upon the Eligible Participants completing
two years of continuous service to the company, with the vesting period commencing from the date of signing grant
agreement; and
 40% of the total number of shares shall be released from transfer restrictions upon the Eligible Participants completing
three years of continuous service to the company, with the vesting period commencing from the date of signing grant
agreement.
The table below discloses movement of the Pre-IPO Share Incentive Scheme as at December 31, 2025:
Unvested shares
Fair value per share at
the date of grant
’000
At January 1, 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–
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,903 RMB45.00
At December 31, 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/H11182,903
Details of the unvested shares as at December 31, 2025 under the Pre-IPO Share Incentive Scheme are as follows:
Grant date Shares Grantee
’000
July 15, 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/H11181,264 Directors
July 15, 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/H111813 Supervisors
July 15, 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/H1118600 Senior managements
July 15, 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/H1118216 Other employees
The directors determined the fair value of shares granted under the Pre-IPO Share Incentive Scheme at grant date, using the
market approach (recent transaction method, in particular) and based on the fair value of the Series C2 Financing. The fair value of
the aforesaid granted shares at grant date would be recognized as an expense on a straight-line basis over the vesting period, based
on the Group’s estimate of the shares that will eventually vest. The Group recognized total corresponding equity-settled share-based
payment expense of RMB25,049,000 for the year ended December 31, 2025.
* English name is for identification purpose only
APPENDIX I ACCOUNTANTS’ REPORT
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31. CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximizing the return to shareholders through the optimization of the debt and equity balance. The Group’s overall strategy remains
unchanged during the Track Record Period.
The capital structure of the Group consists of net debt, which includes the lease liabilities (Note 24) and bank borrowings
(Note 25), net of cash and cash equivalent and equity attributable to owners of the Company, comprising issued share capital and
reserves.
The management of the Group reviews the capital structure from time to time. As a part of this review, the management
considers the cost of capital and the risks associated with each class of capital. Based on recommendations of the management, the
Group will balance its overall capital structure through the issue of new shares, new debts or the redemption of existing debts.
32. FINANCIAL INSTRUMENTS
Categories of financial instruments
The Group
December 31,
2024 2025
RMB’000 RMB’000
Financial assets
Financial assets measured at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118329,071 372,172
At amortized cost
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/H1118/H1118/H1118/H111853,810 3,720
Restricted bank deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500 500
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118420 357
54,730 4,577
383,801 376,749
Financial liabilities
At amortized cost
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/H1118/H111828,229 54,266
Bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,008
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/H1118/H1118/H1118328 –
28,557 64,274
* Salary and bonus payables and other tax payables are excluded.
The Company
December 31,
2024 2025
RMB’000 RMB’000
Financial assets
Financial assets measured at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118329,071 372,172
At amortized cost
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/H1118/H1118/H1118/H111853,798 2,535
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118420 357
Amounts due from a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118893 –
55,111 2,892
384,182 375,064
Financial liabilities
At amortized cost
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/H1118/H111828,146 54,182
Bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,008
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/H1118/H1118/H1118328 –
28,474 64,190
* Salary and bonus payables and other tax payables are excluded.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 356 ---
Financial risk management objectives and policies
The Group’s and Company’s major financial instruments include other receivables, amounts due from a subsidiary, restricted
bank deposit, cash and cash equivalents, financial assets at FVTPL, trade and other payables, amounts due to a related party, bank
borrowings and lease liabilities. Details of these financial instruments are disclosed in respective notes. The risks associated with
these financial instruments include market risk (currency risk and interest rate risk), credit risk and liquidity risk. The policies on
how to mitigate these risks are set out below. The management of the Group and the Company manages and monitors these exposures
to ensure appropriate measures are implemented on a timely and effective manner.
Market risk
(i) Currency risk
As at the end of each reporting period, the Group’s and Company’s monetary assets and monetary liabilities are denominated
in RMB.
(ii) Interest rate risk
The Group’s and the Company’s fair value interest rate risk relates primarily to fixed-rate lease liabilities (Note 24), and
fixed-rate bank borrowings (Note 25). The Group and the Company are also exposed to cash flow interest risk in relation to
variable-rate bank balances (Note 22) which carry prevailing market interests and financial products (Note 21). The Group currently
does not have a specified policy to manage its interest rate risk but will closely monitor their interest rate risk exposure in the future.
No sensitivity analysis on cash flow interest rate risk is presented as the management considers the sensitivity on interest rate risk
on bank balances and financial products is insignificant.
Credit risk and impairment assessment
Credit risk refers to the risk that the Group’s and the Company’s counterparties default on their contractual obligations
resulting in financial losses to the Group and the Company. The Group’s and the Company’s credit risk exposures are primarily
attributable to cash and cash equivalents.
The Group’s and the Company’s exposure to credit risk arising from cash and cash equivalents is limited and remote because
the counterparties are state-owned banks or reputable commercial banks for which the Group and the Company considers to have
immaterial credit risk and no impairment was provided at the end of each year.
Liquidity risk
In management of the liquidity risk, the Group and the Company monitor and maintain levels of cash and cash equivalents
deemed adequate by the management to finance the Group’s and the Company’s operations and mitigate the effects of fluctuations
in cash flows. The Group and the Company relies on shareholders’ investment as a significant source of liquidity.
The following tables detail the Group’s and the Company’s remaining contractual maturity for its financial liabilities and lease
liabilities based on the agreed repayment terms. The tables have been drawn up based on the undiscounted cash flows of financial
liabilities and lease liabilities based on the earliest date on which the Group and the Company can be required to pay. The tables
include both interest and principal cash flows.
The Group
Interest
rates
On demand or
within 1 year 1 to 2 years 2 to 5 years
Total
undiscounted
cash flow
Total carrying
amount
% RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2024
Non-interest bearing
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 28,229 – – 28,229 28,229
Amounts due to a related party /H1118/H1118/H1118/H1118/H1118– 328 – – 328 328
28,557 – – 28,557 28,557
Interest bearing
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.65 2,296 – – 2,296 2,281
30,853 – – 30,853 30,838
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 357 ---
Interest
rates
On demand or
within 1 year 1 to 2 years 2 to 5 years
Total
undiscounted
cash flow
Total carrying
amount
% RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2025
Non-interest bearing
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 54,266 – – 54,266 54,266
Interest bearing
Bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.50 10,157 – – 10,157 10,008
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.45 2,294 260 112 2,666 2,638
12,451 260 112 12,823 12,646
66,717 260 112 67,089 66,912
The Company
Interest
rates
On demand or
within 1 year 1 to 2 years 2 to 5 years
Total
undiscounted
cash flow
Total carrying
amount
% RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2024
Non-interest bearing
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 28,146 – – 28,146 28,146
Amounts due to a related party /H1118/H1118/H1118/H1118/H1118– 328 – – 328 328
28,474 – – 28,474 28,474
Interest bearing
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.65 2,296 – – 2,296 2,281
30,770 – – 30,770 30,755
Interest
rates
On demand or
within 1 year 1 to 2 years 2 to 5 years
Total
undiscounted
cash flow
Total carrying
amount
% RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2025
Non-interest bearing
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 54,182 – – 54,182 54,182
Interest bearing
Bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.50 10,157 – – 10,157 10,008
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.45 2,294 260 112 2,666 2,638
12,451 260 112 12,823 12,646
66,633 260 112 67,005 66,828
Fair value measurements of financial instruments
The management of the Group have closely monitored and determined the appropriate valuation techniques and inputs for fair
value measurements.
In estimating the fair value of financial instruments, the Group uses market-observable data to the extent it is available.
The following table gives information about how the fair values of these financial assets are determined (in particular, the
valuation technique(s) and inputs used).
The directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at
amortized cost in the Historical Financial Information approximate their respective fair values at the end of each reporting period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 358 ---
Financial assets
The Group and the Company
Fair value at December 31,
Fair value
hierarchy
Valuation techniques
and
key inputs2024 2025
RMB’000 RMB’000
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118329,071 372,172 Level 2 Redemption
value quoted
by banks
33. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash
changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in
the Group’s consolidated statements of cash flows from financing activities:
Lease liabilities
(Note 24)
Financial
instruments with
preferred rights
(Note 27)
Bank borrowings
(Note 25)
Accrued share
issue costs
(Note 23) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,942 972,595 – – 975,537
Financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(713) – – – (713)
Interest expenses (Note 9) /H1118/H1118/H1118/H1118/H1118/H1118/H11185 2––– 5 2
Change in fair value
(Note 8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 124,725 – – 124,725
Termination of financial instruments
with preferred rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,097,320) – – (1,097,320)
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,281––– 2,281
Financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(412) – 9,905 (2,082) 7,411
Interest expenses (Note 9) /H1118/H1118/H1118/H1118/H1118/H1118/H111826 – 103 – 129
Deferred issue cost recognized
(Note 20) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 4,949 4,949
New leases entered /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 4 3––– 7 4 3
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,638 – 10,008 2,867 15,513
34. CAPITAL COMMITMENTS
The Group had no capital commitments under non-cancellable contracts as at December 31, 2024 and 2025.
35. RETIREMENT BENEFIT PLANS
The Group participates in defined contribution retirement schemes organized by the relevant local government authorities in
the PRC. All employees of the Group eligible for participating in the retirement schemes are entitled to retirement benefits from the
schemes. The Group is required to make contributions to the retirement schemes up to the time of retirement of the eligible
employees, excluding those employees who resign before their retirement, at a percentage that is specified by the local government
authorities.
The total expense recognized in profit or loss amounted to approximately RMB899,000 and RMB1,770,000 for the year ended
December 31, 2024 and 2025, respectively, representing contributions paid or payable to these plans by the Group at rates specified
in the rules of the plans.
36. RELATED PARTY TRANSACTIONS AND BALANCES
(a) Amounts due to a related party
The Group and the Company
December 31,
2024 2025
RMB’000 RMB’000
Trade in nature
Dr. Ji Jianxin (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118328 –
Note: The amount is unsecured, non-interest bearing and repayable on demand and has been settled in August 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 359 ---
The following is an aged analysis of amounts due to a related party which is trade in nature presented based on the date of
delivery of goods at the end of each reporting period.
December 31,
2024 2025
RMB’000 RMB’000
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118328 –
(b) Amounts due from a subsidiary
The Company
December 31,
2024 2025
RMB’000 RMB’000
Trade in nature
Huajin (Chongqing) Pharmaceutical Co., Ltd.* (ݵ(ᅅ)ʮ̡)
(“Huajin Pharmaceutical”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118893 –
The amount is unsecured, interest-free and repayable on demand.
The following is an aged analysis of amounts due from a subsidiary which is trade in nature presented based on the date of
rendering of services at the end of each reporting period.
December 31,
2024 2025
RMB’000 RMB’000
Within 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118893 –
(c) Remuneration of key management personnel of the Group
The remuneration of the directors of the Company and other members of key management of the Group during the Track
Record Period were as follows:
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Salaries and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,571 8,935
Retirement benefit scheme contribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870 175
Equity-settled share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 22,324
9,641 31,434
The remuneration of key management is determined with reference to the performance of the individuals and market trends.
(d) Preferential rights granted by Dr. Ji
The Company had not provided any guarantee in relation to the special rights granted by Dr. Ji to the Pre-IPO Investors (as
detailed in Note 27) since August 29, 2024. As the Company had no outstanding obligations in respect of the special rights from that
date, no liability relating to such rights was recorded since August 29, 2024.
37. PARTICULARS OF SUBSIDIARIES OF THE COMPANY
The Company
Y ear ended December 31,
2024 2025
RMB’000 RMB’000
Unlisted investments, at cost
– Huajin Pharmaceutical /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,000
– Hefei Hualu Zhiye Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,000
– 2,000
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 360 ---
Details of the subsidiaries directly held by the Company are set out below:
Name of subsidiaries Place/date of establishment
Issued and
fully paid capital/
registered capital
Proportion of ownership interest
held by the Company as at
Principal activities
December 31,
As at the
date of
this
report2024 2025
%%%
Chengdu Yuanyuan Biotechnology Co., Ltd.* ( ϓே
ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
the PRC October 30, 2012 As at December 31, 2024:
RMB1,000,000/RMB5,000,000
As at December 31, 2025:
RMB1,000,000/RMB1,000,000
100 100 100 Research and
development
and promotion
Shanghai Zheye Biotechnology Co., Ltd.* ( ɪऎ䂮
ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
the PRC December 21,
2016
Nil/ RMB1,000,000 100 100 100 Research and
development
and clinical
trial
Huajin Pharmaceutical /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118the PRC December 12,
2023
As at December 31, 2024:
Nil/RMB1,000,000
As at December 31, 2025:
RMB1,000,000/RMB1,000,000
100 100 100 Research and
development
and production
Hefei Hualu Zhiye Technology Co., Ltd.* (ശ
ʮ̡) (Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
the PRC March 14, 2025 As at December 31, 2025:
RMB1,000,000/RMB1,000,000
N/A 100 100 Research and
development
Notes:
(i) All subsidiaries of the Company are limited liability companies. None of the subsidiaries had issued any debt securities at the
end of each reporting period.
(ii) No audited financial statements have been prepared for the subsidiaries in the PRC during the Track Record Period since there
are no statutory audit requirements in the PRC.
(iii) Hefei Hualu Zhiye Technology Co., Ltd.* (ʮ̡) was newly established on March 14, 2025.
38. SUBSEQUENT EVENTS
There are no material subsequent events undertaken by the Company or by the Group after December 31, 2025 and up to the
date of this report.
39. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements of the Group, the Company or any of its subsidiaries have been prepared in respect of any
period subsequent to December 31, 2025.
* English name is for identification purpose only
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 361 ---
The information set out in this Appendix does not form part of the accountants’ report on the
historical financial information of the Group for the each of the two years ended December 31, 2025 (the
“Accountants’ Report”) prepared by Deloitte Touche Tohmatsu, Certified Public Accountants, Hong Kong,
the reporting accountant of the Company, as set forth in Appendix I to this prospectus, and is included
herein for information only.
The unaudited pro forma financial information should be read in conjunction with the section headed
“Financial Information” in the prospectus and the Accountants’ Report set forth in Appendix I to this
prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS OF THE GROUP ATTRIBUTABLE TO OWNERS OF THE COMPANY
The following unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group attributable to owners of the Company prepared in accordance with Rule 4.29 of the Listing Rules
is set out in this appendix to illustrate the effect of the proposed Global Offering (as defined in this
prospectus) on the audited consolidated net tangible assets of the Group attributable to owners of the
Company as at December 31, 2025, as if the Global Offering had taken place on such date.
The unaudited pro forma statement of adjusted consolidated net tangible assets of the Group
attributable to owners of the Company has been prepared for illustrative purposes only and, because of its
hypothetical nature, it may not give a true picture of the consolidated net tangible assets of the Group
attributable to owners of the Company as at December 31, 2025 or as at any subsequent dates following
the Global Offering.
The following unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group attributable to owners of the Company is prepared based on the audited consolidated net tangible
assets of the Group attributable to owners of the Company as at December 31, 2025 as derived from the
Accountants’ Report set out in Appendix I to this prospectus, and adjusted as described below.
Audited
consolidated net
tangible assets
of the Group
attributable to
owners of the
Company as at
December 31,
2025
Estimated net
proceeds from
the Global
Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
of the Group
attributable to
owners of the
Company as at
December 31,
2025
Unaudited pro forma adjusted
consolidated net tangible assets
of the Group attributable to
owners of the Company as at
December 31, 2025 per Share
RMB’000 RMB’000 RMB’000 RMB HK$
Note 1 Note 2 Note 3 Note 4
Based on Offer Price of
HK$81.80 per Share /H1118/H1118/H1118/H1118336,200 902,301 1,238,501 16.83 19.35
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 362 ---
Notes:
(1) The amount is based on the audited consolidated net assets of the Group attributable to owners of the Company as at
December 31, 2025 of RMB336,200,000, extracted from the Accountants’ Report of the Group set out in Appendix I
to this Prospectus.
(2) The estimated net proceeds from the Global Offering are based on 13,600,000 Offer Shares at the Offer Price of
HK$81.80 per Offer Share, after deduction of underwriting fees and commissions and other listing related expenses
paid or payable by the Company, other than those expenses which had been recognized in profit or loss on or prior to
December 31, 2025. The calculation of such estimated net proceeds does not take into account any Shares (i) which
may be allotted and issued upon the exercise of the Over-Allotment Option or (ii) which may be issued or repurchased
pursuant to our Company’s general mandate.
For the purpose of the estimated net proceeds from the Global Offering, the amount denominated in HK$ has been
converted into RMB at the rate of HK$1 to RMB0.86998, which was the exchange rate prevailing on June 2, 2026 with
reference to the rate published by the People’s Bank of China. No representation is made that the HK$ amounts have
been, could have been or may be converted to RMB, or vice versa, at that rate or any other rates or at all.
(3) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company
as at December 31, 2025 per Share is arrived at on the basis that of a total of 73,599,605 Shares, comprising 59,999,605
Shares in issue as at December 31, 2025 and 13,600,000 Offer Shares to be issued, assuming the Global Offering had
been completed on December 31, 2025 and without taking into account any Share (i) which may be allotted and issued
upon the exercise of the Over-Allotment Option or (ii) which may be issued or repurchased pursuant to our Company’s
general mandate.
(4) For the purpose of the unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners
of the Company as at December 31, 2025 per Share, the amount denominated in RMB has been converted into HK$
at the rate of RMB1 to HK$1.14945, which was the exchange rate prevailing on June 2, 2026 with reference to the rate
published by the People’s Bank of China. No representation is made that the RMB amounts have been, could have been
or may be converted to HK$, or vice versa, at that rate or any other rates or at all.
(5) No adjustment has been made to unaudited pro forma adjusted consolidated net tangible assets of the Group attributable
to owners of the Company as at December 31, 2025 to reflect any trading result or other transactions of the Group
entered into subsequent to December 31, 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 363 ---
The following is the text of the independent reporting accountants’ assurance report received from
Deloitte Touche Tohmatsu, Certified Public Accountants, Hong Kong, the reporting accountants of the
Company, in respect of the Group’ s unaudited pro forma financial information prepared for the purpose
of incorporation in this prospectus.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of HJ Science Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited pro forma
financial information of HJ Science 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
statement of adjusted consolidated net tangible assets as at December 31, 2025 and related notes as set out
on pages II-1 to II-2 of Appendix II to the prospectus issued by the Company dated June 12, 2026 (the
“Prospectus”). 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 proposed Global Offering (as defined in the Prospectus) on the Group’s financial position
as at December 31, 2025 as if the Global Offering had taken place at December 31, 2025. As part of this
process, information about the Group’s financial position has been extracted by the Directors from the
Group’s historical financial information for each of the two years ended December 31, 2025, on which an
accountants’ report set out in Appendix I to the Prospectus has been published.
Directors’ Responsibilities 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 7 “Preparation
of Pro Forma Financial Information for Inclusion in Investment Circulars” (“AG 7”) 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” issued by the HKICPA, which is founded on fundamental principles of
integrity, objectivity, professional competence and due care, confidentiality and professional behavior.
Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1 “Quality Management
for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services
Engagements” issued by the HKICPA, which requires the firm to design, implement and operate a system
of quality management including policies and 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.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 364 ---
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” 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 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 unaudited pro forma financial information included in an investment circular is solely
to illustrate the impact of a significant event or transaction on unadjusted financial information of the
Group as if the event had occurred or 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
event or transaction at December 31, 2025 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 event or 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.
The procedures selected depend on the reporting accountants’ judgment, having regard to the
reporting accountants’ understanding of the nature of the Group, the event or 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 purposes of the unaudited pro forma financial
information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong, June 12, 2026
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The Articles of Association, which is adopted by the shareholders in the general meeting held on July
11, 2025, will become effective on the date that the H shares of the Company are listed on the Stock
Exchange. The primary purpose of this appendix is to provide potential investors with an overview of the
Articles of Association of the Company. Accordingly, it may not contain all the information that may be
considered material or relevant by potential investors.
1. DIRECTORS AND BOARD OF DIRECTORS
(1) Power to allocate and issue shares
The Articles of Association provide that the shareholders may authorize the board of directors
through a general mandate at a general meeting to allocate or issue shares of no more than 20% of all
outstanding H shares. The board of directors shall prepare suggestions for share allotment or issue, which
are subject to approval by the shareholders at the general meeting in the form of a special resolution.
Any such allotment or issue shall be in accordance with the procedures stipulated in appropriate
laws, administrative regulations and supervision rules of shares listed region.
(2) Power to dispose assets of the Company or any subsidiary
The sale of substantial assets that exceeds 30% of total assets of the latest audited financial statement
are subject to approval by the shareholders at the general meeting in the form of a special resolution. The
boards of directors may decide on the disposal of assets of the Company as authorized by the shareholders
in a general meeting.
(3) Emoluments or compensation for directors’ loss of office
There is no provision in the Articles of Association regarding the provision of emoluments or
compensation to the directors for their loss of office.
(4) Loans to directors
There is no provision in the Articles of Association regarding the provision of loans to the directors.
(5) Provide financial assistance for acquiring the shares of the Company
The Company or its subsidiaries (including affiliates of the Company) shall not provide any financial
assistance in the form of gifts, advances, or loans for the acquisition of the Company’s or its parent
company’s shares by third parties, except for employee shareholding schemes.
The Company may provide financial assistance for the acquisition of the Company’s or its parent
company’s shares by third parties provided that such financial assistance is for the benefit of the Company
and has been duly approved either by a resolution of shareholders in general meeting or by a resolution
of the board of directors acting pursuant to authority granted under the Articles of Association or by
shareholders. The aggregate amount of any such financial assistance shall in no event exceed 10% of the
Company’s total issued share capital. Any resolution of the board of directors approving such financial
assistance must be passed by a super majority of not less than two-thirds of all directors then in office.
(6) Disclosure of interests in contracts with the Company and/or its affiliates
No director shall, without prior disclosure to and approval by either the board of directors or the
general meeting in accordance with the Articles of Association, directly or indirectly enter into any
contract or transaction with the Company.
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(7) Remuneration
The remuneration of directors shall be approved by the shareholders at the general meeting in the
form of an ordinary resolution.
(8) Appointment, Resignation and Dismissal
The board of directors consists of twelve directors, including four executive directors, four
non-executive directors, four independent non-executive directors.
Directors are elected or replaced by the general meeting. The general meeting may remove any
director whose term has not expired by an ordinary resolution without affecting any claim for damages that
may be made pursuant to any contract, provided that such removal is in compliance with relevant laws and
regulations.
The board of directors has one chairman. The chairman of the board shall be elected and dismissed
by a vote of more than one half of the directors.
The term of office of a director shall be calculated from the date of assumption of office until the
expiration of the current term of office of the board of directors, which is a three-year term. Upon
expiration of the term, the director may be re-elected in accordance with the relevant regulatory rules
where the Company’s shares are listed.
In the event a director is not re-elected in time for the expiration of his/her term of office, or if a
director resigns during his/her term of office, resulting in the number of the board of directors being less
than the minimum number required by law, before the re-elected director assumes his/her office, the
original director shall still perform the duties of a director in accordance with the provisions stipulated by
laws, administrative regulations, departmental rules, and the Articles of Association.
In the event a director resigns, the director shall notify the Company in writing, and the resignation
shall take effect on the date the Company receives the notification; however, if the circumstances set forth
in the preceding paragraph exist, the director shall continue to perform the duties.
None of the following persons shall serve as our director:
i. A person who has no civil capacity or has limited civil capacity;
ii. A person who has been imposed penalty for the offense of corruption, bribery, embezzlement,
larceny, disrupting the socialist economic order or has been deprived of political rights because
of this conviction and is within five years of the expiry date of the sentence; in the case of a
probation, less than two years have elapsed since the date of expiration of the probationary
period;
iii. A person who is a former director, factory manager or general manager of a company or
enterprise that is bankrupt and liquidated because of poor operation, was personally liable for
the bankruptcy of such company or enterprise, and is within three years of the date of
completion of bankruptcy and liquidation of such company or enterprise;
iv. A person who has served as the legal representative of a company or enterprise whose business
license was revoked or was ordered to close due to violation of laws, was personally liable, and
is within three years of the date on which the business license of such company or enterprise
was revoked;
v. a person listed by the people’s court as dishonest judgment debtors, who has a relatively large
sum of debt, which was not paid at maturity;
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vi. a person who is prohibited by relevant securities regulator from entering into the securities
market and is still in such prohibition period; or
vii. a person who has been publicly determined by the stock exchange to be not suitable to serve
as a director or senior management of a listed company, and the period has not elapsed; or
viii. Any other person who is otherwise not eligible under laws, administrative regulations,
regulations of the authorities, regulatory documents and other conditions set out by the Listing
Rules.
The election, appointment or engagement of a director shall be invalid if such election, appointment
or engagement violates the above-mentioned provisions. If a director falls into the situations provided in
the above-mentioned situations during their term of office, they would be dismissed by the Company.
(9) Borrowing powers
The Articles of Association do not contain any specific provisions regarding directors’ power of
borrowing money.
The board of directors shall be entitled to develop proposals for the Company to issue bonds and to
list its Shares, and that such bond issues must be approved by the shareholders by a special resolution at
the general meeting.
2. MODIFICATION OF THE ARTICLE OF ASSOCIATION
The Company may amend the Articles of Association based on the provisions of the laws,
administrative regulations and Articles of Association.
In the event that the amendments to the Articles of Association passed by a general meeting need the
examination and approval of the competent authorities, these amendments shall be submitted hereto for
approval. Where the amendment of the Articles of Association involves registration, it shall be necessary
to carry out the lawfully prescribed procedures for registration change.
3. MODIFICATION OF RIGHTS OF EXISTING SHARES OR CLASSES OF SHARES
There are no provisions for modification of rights in respect of existing shares or classes of shares
in the Articles of Association.
4. SPECIAL RESOLUTIONS NEEDED TO BE ADOPTED BY ABSOLUTE MAJORITY VOTE
The resolutions of the general meeting shall be divided into ordinary resolutions and special
resolutions.
An ordinary resolution may be adopted by a simple majority of the votes held by the shareholders
(including proxies of shareholders) attending the general meeting.
A special resolution can be adopted by a two-thirds majority of the votes held by the shareholders
(including proxies of shareholders) attending the general meeting.
5. VOTING RIGHTS
When shareholders (including proxies) vote at the general meeting, they exercise their voting rights
based on the number of voting shares they represent, and each share has one voting right.
The shares held by the Company itself shall have no voting right and shall not be counted in the total
number of voting shares at the general meeting.
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Any shareholder who is required by the Listing Rules to abstain from voting on a matter or is limited
to an affirmative or negative vote shall abstain from voting or be required to so vote; any vote cast by or
on behalf of relevant shareholder which is cast in violation of such requirement or restriction shall not be
counted in the voting result.
6. RULES ON ANNUAL GENERAL MEETINGS
The general meetings are divided into an annual general meeting and an extraordinary general
meetings. The annual general meeting shall be convened once a year and be held within six months of the
end of the previous fiscal year.
7. ACCOUNTS AND AUDITS
(1) Financial and accounting policies
The Company shall develop its financial accounting policies pursuant to laws, administrative
regulations and rules developed by the competent department.
The Company shall publish the financial reports twice in each accounting year. Interim financial
reports shall be published within 2 months of the end of the first six months of a fiscal year, while the
annual financial report shall be published within 4 months of the end of each accounting year.
(2) Appointment and Dismissal of Accountants
The Company shall engage a reputable accounting firm that meets appropriate requirements of the
relevant laws, regulations and regulatory requirements to be responsible for auditing its annual financial
report, conduct accounting statement audit, net asset verification and other related consulting services, and
the term of service shall be one year, which is renewable upon expiry of the term.
The appointment and removal of an accounting firm providing regular audit services to the Company
shall be determined by ordinary resolution of the shareholders in general meeting.
Prior to the removal or the non-reappointment of an accounting firm, notice of such removal or
non-reappointment shall be given to the firm concerned 30 days in advance and such firm shall be entitled
to make representation at the general meeting when voting on the dismissal of such firm at the general
meeting.
In the event the accounting firm resigns from its post, it shall make clear to the general meeting
whether there has been any impropriety on the part of the Company.
If the position of an appointed accounting firm is vacant, the board of directors may appoint an
accounting firm before the start of general meeting. However, if during the vacant period, the Company
has other incumbent accounting firm, such accounting firm may take the vacant.
8. NOTICE AND AGENDA OF GENERAL MEETINGS
Under any of the following circumstances, the board of directors shall convene an extraordinary
general meeting within two months:
i. The number of directors is less than the number specified in the Company Law or less than two
thirds of the number required in the Articles of Association;
ii. The uncovered losses of the Company reach one-third of its total paid-in registered capital;
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iii. The shareholders with 10% or more shares of the Company (including preference shares with
restored voting rights) separately or jointly request to convene an extraordinary general
meeting in writing;
iv. The board of directors considers it necessary;
v. The audit committee makes such proposal;
vi. Any other circumstances stipulated in laws, regulations, the Listing Rules, the Articles of
Association.
In the event that the general meeting is convened, the board of directors, the audit committee and
shareholders who separately or jointly hold more than 1% of the shares of the Company (including
preference shares with restored voting rights) may submit a proposal.
When convening an annual general meeting, the Company shall notify shareholders by
announcement 21 days before it is convened. When convening an extraordinary general meeting, the
Company shall send a written notice 15 days before it is convened.
The notice of the general meeting shall be made in writing, including the following contents:
i. The place, the date and the time of the meeting;
ii. The matters and proposals to be discussed at the meeting;
iii. Conspicuous statement that all shareholders are entitled to attend the meeting and appoint
proxy to attend and vote and that proxy need not be a shareholder;
iv. The date of shareholding registration for the shareholders who are entitled to attend the
meeting;
v. The name and telephone number of the contact person for the meeting;
vi. the voting time and voting procedure for internet or other alternative voting methods;
vii. other requirements stipulated by laws, administrative regulations, department rules, Listing
Rules or these Articles of Association.
The notice of general meeting and any supplementary notice shall contain full and complete
disclosure of all substantive details of every proposed resolution.
The resolution of the general meeting includes ordinary resolution and special resolution. The
following matters shall be approved by the general meeting through ordinary resolutions:
i. Work report of the board of directors;
ii. Plans of earnings distribution and loss make-up schemes drafted by the board of directors;
iii. Appointment or dismissal of the members of the board of directors and their enumeration and
payment methods;
iv. Other matters other than those approved by special resolution stipulated in the laws,
administrative regulations, Listing Rules or the Articles of Association.
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The following matters shall be approved by special resolution at the general meeting:
i. The increase or decrease of the registered capital;
ii. Division, split, merger, dissolution and liquidation of the Company;
iii. Amendment of the Articles of Association;
iv. The purchase or sale of material assets of the Company or provision of guarantees to others by
the Company within one year exceeding 30% of the latest audited total assets of the Company;
v. Share incentive scheme;
vi. Other matters recognized by ordinary resolution of the general meeting that could materially
affect the Company and need to be approved by special resolution or as required by the laws,
administrative regulations, Listing Rules or the Articles of Association.
In the event that any resolution of the general meeting or resolution of the board of directors violates
laws or administrative regulations, any shareholder is entitled to request the court to deem it as invalid.
In the event that the convening procedure or voting formula of the general meeting or meeting of the
board of directors violates any of laws, administrative regulations or the Articles of Association, or the
content of resolution violates the Articles of Association, any shareholder is entitled to request the court
to revoke the relevant resolution within 60 days after the resolution was adopted, unless there is only a
minor defect in the procedures for convening a general meeting or a meeting of the board of directors or
in the manner of voting, which does not materially affect the resolution.
9. SHARES TRANSFERS
The shares issued before the public issuance of shares by the Company shall not be transferred within
one year of the date on which the stocks of the Company are listed and traded on a stock exchange.
The directors and senior managements of the Company shall declare, to the Company, information
on their holdings of the shares of the Company and the changes thereto. The shares transferrable by them
during each year of their term of office shall not exceed 25% of the total shares of the Company held by
them. The shares of the Company held by them shall not be transferred within one year of the date on
which the stocks of the Company are listed and traded on a stock exchange. The aforesaid persons shall
not transfer their shares of the Company within six months from the date of their resignation.
In the event the securities regulatory authorities in the place where the Company’s shares are listed
and CSRC (if applicable) have any other provisions on the transfer restrictions of H shares, such
provisions shall prevail.
10. POWERS OF OUR COMPANY TO REPURCHASE ITS SHARES
The Company shall not repurchase its shares except under any of the following circumstances
provided that such repurchase does not violate laws, regulations, the Listing Rules, and the Articles of
Association:
i. Reduce the Company’s registered capital;
ii. Merger with other companies which hold our shares;
iii. Granting shares to the staff of the Company as incentives;
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iv. Requesting the Company to buy back its shares from shareholders who vote against any
resolution adopted at the general meeting concerning the merger and division of the Company;
v. To convert shares into bond issued by the Company which is convertible to stock of the
Company;
vi. Necessary for the Company to maintain the Company’s value and shareholders’ interests.
11. POWER FOR ANY SUBSIDIARY OF OUR COMPANY TO OWN SHARES IN ITS PARENT
COMPANY
There are no provisions in the Articles of Association relating to ownership by subsidiary of the
Company of shares in its parent.
12. DIVIDEND AND OTHER DISTRIBUTION METHODS
The Company may distribute dividends in the manner of cash or stock.
The board of directors of the Company shall complete the distribution of dividends (or shares) within
two months after the general meeting has passed a resolution on the profit distribution plan, or upon the
formulation of a specific plan by the board of directors in accordance with the conditions and ceiling for
interim dividends in the following year approved at the annual general meeting.
13. SHAREHOLDER PROXIES
Shareholders may attend the general meeting in person or authorize a representative, who is not a
shareholder, to attend and vote on their behalf.
Any proxy statement issued by a Shareholder who authorizes a proxy to attend the general meeting
on his/her behalf shall include the following details:
i. the name or title of the appointer, class and number of the company shares held;
ii. the name or title of the proxy;
iii. the shareholder’s specific instructions, including respective instructions on for, against or
abstention voting on each item for deliberation listed in the general meeting agenda;
iv. the issuance date and valid period of the proxy statement;
v. the signature (or seal) of the appointer. Where the appointer is a corporate shareholder, the
corporate seal of the legal entity shall be affixed.
14. CALLS ON SHARES AND FORFEITURE OF SHARES
There are no provisions in the Articles of Association regarding the calls on shares and forfeiture of
shares.
15. INSPECTION OF THE REGISTER OF SHAREHOLDERS
The Company establishes the register of Shareholders according to the certificate provided by the
securities registration authority. The register of Shareholders is sufficient evidence to prove that the
Shareholders hold the Company’s shares. Shareholders enjoy rights and assume obligations according to
the type and number of shares they hold.
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Shareholders holding the same type of Shares shall enjoy the same rights and undertake the same
obligations.
The original register of the shareholders of the H Shares listed in Hong Kong shall be kept in Hong
Kong.
When the Company convenes the general meeting, pays dividends, goes into liquidation or is
involved in other actions that require the confirmation of identities, the board of directors shall fix a date
as the equity registration date, upon expiration of which the shareholders whose names registered on the
register of shareholders shall be the shareholders entitled to relevant equity.
16. QUORUM FOR GENERAL MEETINGS
There are no provisions in the Articles of Association regarding the quorum for general meetings.
17. RIGHTS OF MINORITIES IN RELATION TO FRAUD OR OPPRESSION
If any director or senior management (other than a member of the Audit Committee) violates laws,
administrative regulations or the Articles of Association in fulfilling his/her duties, thereby causing any
loss to the Company, the shareholder(s) severally or jointly holding 1% or more shares of the Company
for more than 180 consecutive days shall have the right to request the Audit Committee in writing to
institute legal proceedings at the People’s Court; if the member of the Audit Committee violates laws,
administrative regulations or the Articles of Association in fulfilling his/her duties, thereby causing any
loss to the Company, the aforementioned Shareholders shall have the right to request the board of directors
in writing to institute legal proceedings at the People’s Court.
If the Audit Committee or the board of directors refuses to institute legal proceedings after receipt
of the aforesaid written request or fails to institute legal proceedings within 30 days after receipt of the
aforesaid written request, or if under urgent circumstances that any delay of legal proceedings may cause
irrecoverable damages to the interests of the Company, the Shareholders specified above shall have the
right to directly institute legal proceedings at the People’s Court in their own names for the interest of the
Company.
If any other person infringes upon the legitimate rights and interests of the Company, thereby causing
any loss to the Company, the Shareholders specified in paragraph 1 may institute legal proceedings at the
People’s Court pursuant to the preceding provisions.
Where a director, supervisor or senior management of a wholly-owned subsidiary of the Company
violates laws and administrative regulations or the Articles of Association in fulfilling his/her duties,
thereby causing any loss to the Company, or where a third party infringes upon the lawful rights and
interests of such wholly-owned subsidiary thereby causing losses, any shareholders who individually or
jointly holding no less than 1% of the Company’s shares for no less than 180 consecutive days shall have
the right to submit a written request to the board of Supervisors or the board of directors of the
wholly-owned subsidiary to initiate legal proceedings with the People’s Court in accordance with the
relevant provisions of the Corporate Law or directly initiate legal proceedings with the People’s Court in
their own name.
If a wholly-owned subsidiary of the Company does not set up a board of supervisors or does not have
a supervisor, and sets up an Audit Committee instead, the relevant procedure specified in paragraph 1 and
2 above shall be followed.
If any director or senior management violates the laws, administrative regulations or the Articles of
Association, thereby causing any loss to the Shareholders’ interests, the Shareholders may institute legal
proceedings at the People’s Court.
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18. LIQUIDATION PROCEDURES
The Company shall be dissolved under any of the following circumstances:
(i) the expiration of the business period as stipulated in the Articles of Association or the
occurrence of other grounds for dissolution as stipulated in the Articles of Association;
(ii) the general meeting resolves to dissolve the Company;
(iii) dissolution is necessary as a result of the merger or division of the Company;
(iv) the business license of the Company is revoked, or the Company is ordered to be closed down,
or it is deregistered according to law; and
(v) the Company is confronted with serious difficulties in operation and management, and its
continued existence may cause material loss to the interests of its shareholders, and the
difficulties cannot be resolved through other means, in which case the Shareholders holding
10% or more of the voting rights held by all the Shareholders of the Company may request a
People’s Court to dissolve the Company.
Where any ground for dissolution as specified in the preceding paragraph arises in respect of the
Company, the Company shall within 10 days publish such ground for dissolution via the National
Enterprise Credit Information Publicity System.
Where the Company is to be dissolved pursuant to items (1), (2), (4) or (5) above, it shall undergo
liquidation. Directors shall act as the liquidation obligor and establish a liquidation committee within 15
days from the date when the event of dissolution occurs. The members of the liquidation committee shall
be composed of the directors or the personnel appointed by the general meeting.
Within 10 days of the establishment of the liquidation committee, the creditors shall be notified and
an announcement shall be published within 60 days. Creditors shall file their claims with the liquidation
committee within 30 days of receiving the notice, or within 45 days from the publication if any such
creditor has not received the notice.
After identifying the Company’s assets and preparing the balance sheet and schedule of assets, the
liquidation committee shall formulate a liquidation plan and submit it to the general meeting or the
People’s Court for confirmation.
Upon completion of the company’s liquidation, the liquidation committee shall prepare a liquidation
report, submit it to the general meeting or the People’s Court for confirmation, and file it with the company
registry to apply for deregistration of the company.
19. OTHER IMPORTANT PROVISIONS FOR OUR COMPANY OR SHAREHOLDERS
(1) General Provisions
The Company is a permanently existing joint stock limited company.
According to the Articles of Association, any shareholder may bring a lawsuit against another
shareholder, a director, or the senior management, any shareholder may bring a lawsuit against the
Company, and the Company may bring a lawsuit against any shareholder, director or the senior
management.
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(2) Capital increase and capital reduction
The Company may increase stock capital by the following means in accordance with laws and
regulations, subject to the approval by the general meeting, for management and operation needs:
i. Issuing shares in a public offering;
ii. Issuing shares via a private placement;
iii. Giving bonus shares to existing shareholders;
iv. Converting reserve funds into shares; and
v. Other means approved by the laws, administrative regulations, departmental rules and relevant
regulatory authorities where the Company’s shares are listed and the CSRC (if necessary).
The Company may decrease our registered capital and shall comply with the procedures stipulated
in Company Law of the PRC, the Listing Rules, other relevant regulations and the Articles of Association.
(3) Shareholders
Shareholder is entitled to rights and assumes obligations pursuant to the classification of his or her
shares. Shareholder holding the same classified share has the same rights and assumes the same
obligations.
The rights of our ordinary shareholders are as follows:
i. To receive distribution of dividends and other forms of benefits according to the number of
shares held;
ii. To legally require, convene, preside over, participate in or authorize proxies of shareholders to
participate in and exercise corresponding voting rights at the general meeting;
iii. To supervise and manage business and operational activities of the Company, and to provide
suggestions or submit queries;
iv. To transfer, grant or pledge the Company’s shares he/she held according to the provisions of
the laws, administrative regulations, regulatory rules where the Company’s shares are listed
and the Articles of Association;
v. To obtain relevant information according to the provisions of the Articles of Association,
including reading and coping the Articles of Association, register of shareholders, minutes of
general meetings, resolutions of meetings of the board of directors; eligible Shareholders may
inspect the accounting books and accounting vouchers;
vi. To participate in the distribution of residual properties of the company in proportion to the
number of shares held in the event of the termination or liquidation of the Company;
vii. To request the Company to buy back their shares as dissenting shareholders voting against any
resolutions adopted at the general meeting concerning the merger and division the Company;
viii. Other rights conferred by laws, administrative regulations, departmental rules, the Listing
Rules, and the Articles of Association.
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(5) The board of directors
The board of directors is responsible to the general meeting.
The board of directors exercises the following powers:
i. To convene the general meeting and report on its work to the general meeting;
ii. Implement the resolutions of the general meeting;
iii. Determine the business and investment plans of the Company;
iv. Formulate the earnings distribution and loss offset plans of the Company;
v. Formulate the proposals for increasing or decreasing the Company’s registered capital,
issuance of corporate bonds or other securities and the listing plan of the Company;
vi. Prepare plans for major acquisition, stocks buy-back, corporate merger, separation, dissolution
and change corporate form of the Company;
vii. Determine, in accordance with the Articles of Association or within the scope authorized by the
general meeting, such matters as the Company’s external investments, the purchase and sale of
assets, asset mortgages, external guarantees, entrusted management of finance, related-party
transactions and external donations;
viii. Decide on the setup of the Company’s internal management organization;
ix. Appoint or dismiss the general manager, secretary of the board, and other senior managers of
the Company; based on the nomination of the general manager, appoint or dismiss senior
managements of the Company such as deputy general manager, Chief financial officer (CFO)
and other senior managers and determine their remuneration, reward and disciplinary matters;
x. Formulate the basic internal management systems of the Company;
xi. Formulate the modification plan to the Articles of Association;
xii. Managing the information disclosure of the Company;
xiii. Make proposals to the general meeting on the appointment or replacement of the accounting
firm that provides audit services to the Company;
xiv. Listen to work report of general manager and inspect the general manager’s work;
xv. Formulate and implement share incentive plan of the Company; and
xvi. Other powers and duties authorized by the laws, administrative regulations, regulations of the
authorities, the Listing Rules and the Articles of Association.
Board meeting shall be held only if more than one half of the directors are present. Unless otherwise
provided in the Articles of Association, resolutions of the board of directors shall be passed by a simple
majority of all directors.
The board of directors of the Company shall give an explanation to the general meeting on the
non-standard audit report issued by the certified public accountants on the financial reports of the
Company.
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(6) Independent Non-executive director
The board of directors of the Company has four independent non-executive directors. At least one
independent non-executive director shall have applicable professional qualification or are equipped with
applicable accounting or relevant financial management expertise.
(7) Secretary of the board of directors
The Secretary of the board of directors, as a senior management officer of the Company, shall be
responsible for organizing the shareholders’ general meetings and board meetings, maintaining corporate
records, managing shareholder information, and handling disclosure matters, while complying with all
applicable laws, administrative regulations, departmental rules, and the provisions of these Articles of
Association. The Company has one secretary of the board of directors.
(8) Audit committee
The Company shall set up an audit committee.
The audit committee consists of three directors.
The audit committee shall consist of directors who are not senior managements of the company, all
three of them are independent directors, and an accounting professional among these three independent
directors shall act as the convener.
The audit committee shall be responsible for review of the company’s financial information and
disclosure thereof, supervision and evaluation of internal and external audit work and internal control. The
following matters shall, upon consent by more than half of all the members of the audit committee, be
present to board meeting for deliberation:
i. Disclosure of financial information in financial accounting reports and periodic reports,
internal control evaluation report;
ii. Engagement or dismissal of accounting firm which undertakes audit business of a listed
company;
iii. Engagement or dismissal of the financial controller of a listed company;
iv. Change in accounting policies or accounting estimates or correction of material accounting
error for a reason other than change in accounting standards; and
v. Any other matters stipulated by laws, administrative regulations, the CSRC and the articles of
association.
(9) General manager
The Company has one general manager, appointed or dismissed by the board of directors. The
general manager of the Company is responsible to the board of directors and exercises the following
powers:
i. Be in charge of the producing and operational management of the Company, organize the
implement of resolutions of the board of directors and report to the board of directors on his/her
work;
ii. Organize the implementation of the Company’s annual operation plans and investment
schemes;
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iii. Formulate the plans for establishment of the Company’s internal management organization;
iv. Formulate the fundamental management policies of the Company;
v. Formulate the specific management regulations and rules of the Company;
vi. Propose the board of directors of engagement or dismissal of the Company’s deputy general
manager, Chief financial officer and other senior managements;
vii. Decide to engage or dismiss other managements except those who shall be appointed or
dismissed by the board of directors;
viii. Other responsibilities authorized by the Articles of Association and the board of directors.
(10) Reserve fund
When the annual after-tax profits of the Company are distributed, the Company shall allocate 10%
of the profits to the statutory reserve fund of the Company. Allocations to the Company’s statutory reserve
fund may be waived once the cumulative amount of funds therein exceeds 50% of the Company’s
registered capital.
If the Company’s statutory reserve fund is insufficient to offset our losses during the previous year,
the profits generated during the current year shall be used to cover such losses before allocating the
statutory reserve in accordance with the requirements set forth above.
After allocation to the statutory reserve fund from the after-tax profits of the Company, we may also
allocate to the discretionary reserves fund will from after-tax profits in line with the resolution(s) adopted
at the general meeting.
After the Company has covered for its losses and made allocations to its statutory reserve fund, the
remaining profits are distributed in proportion to the number of shares held by the shareholders, unless
otherwise specified by the Articles of Association.
If the general meeting violates the above provisions and profits are distributed to the shareholders,
the profits distributed in violation of the provisions shall be returned by such shareholders to the Company.
If the Company suffers losses, the shareholders and responsible directors, senior managements shall be
liable for compensation.
The shares held by the Company itself shall not be subject to profit distribution.
The Company’s reserve fund shall be used to offset losses of the Company, expanding the scale of
business and operations or for conversion into and increase our capital.
Where reserve fund is used to offset loss of the Company, the discretionary reserve fund and
statutory reserve fund shall be firstly used; in the event they are insufficient for offsetting loss, the capital
reserve fund may be applied to cover the company’s losses.
Where the statutory reserve fund converses into the registered capital, the remaining statutory
reserve shall not be less than 25% of the registered capital of the Company before such conversion.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-13 –


--- page 378 ---
A. FURTHER INFORMATION ABOUT OUR GROUP
1. Establishment of our Company
Our Company was established in the PRC as a limited liability company on February 20, 2017 and
pursuant to the shareholders’ resolutions on March 18, 2025, all promoters (being all the then
Shareholders) agreed to convert our Company into a joint stock limited company. Our Company has
established a principal place of business in Hong Kong at 40/F, Dah Sing Financial Centre, No. 248
Queen’s Road East, Wanchai, Hong Kong and has registered with the Registrar of Companies in Hong
Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on September 12, 2025.
Ms. Ma Wing Yee, one of our joint company secretaries, has been appointed as the authorized
representative of our Company for the acceptance of service of process and notices on behalf of our
Company in Hong Kong.
As our Company was established in the PRC, our corporate structure and Articles of Association are
subject to the relevant laws and regulations of the PRC. A summary of the relevant provisions of our
Articles of Association is set out in “Appendix III—Summary of Articles of Association” to this
prospectus.
2. Changes in the share capital of our Company
Save as disclosed in “History, Development and Corporate Structure,” there has been no alteration
in the share capital of our Company and our subsidiaries within two years immediately preceding the date
of this prospectus.
3. Resolutions of our Shareholders passed on July 11, 2025
At the extraordinary general meeting of our Company held on July 11, 2025, among other things, the
following resolutions were passed by our Shareholders:
(a) the issue of H Shares with a nominal value of RMB1.00 each, the number of which shall be
no more than 25% of the total issued share capital of our Company upon completion of the
Global Offering, and the listing of the H Shares on the Stock Exchange;
(b) the grant 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 filing procedure with the CSRC, upon completion of the Global
Offering, the conversion of 59,999,605 Unlisted Shares in aggregate into H Shares on a
one-for-one basis;
(d) subject to the completion of the Global Offering, the Articles of Association were approved and
adopted, which shall become effective on the Listing Date, and our Board has been authorized
to amend the Articles of Association in accordance with any comments from the Stock
Exchange and the relevant PRC regulatory authorities; and
(e) our Board and/or its authorized person(s) have been authorized to handle all relevant matters
relating to, among other things, the Global Offering, the conversion of Unlisted Shares into H
Shares, and the issue of H Shares and the Listing.
4. Particulars of our subsidiaries
Particulars of our subsidiaries are set forth in note 37 of the Accountants’ Report set out in Appendix
I to this prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-1 –


--- page 379 ---
5. Change in the registered capital of subsidiaries
On September 15, 2025, the registered capital of Chengdu Y uanyuan was decreased from RMB5
million to RMB1 million.
Save as aforesaid, as of the Latest Practicable Date, there had been no alterations in the registered
capital of any of our subsidiaries within the two years immediately preceding the date of this prospectus.
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of material contracts
We have entered into the following contracts (not being contracts entered into in the ordinary course
of business) within the two years preceding the date of this prospectus that are or may be material:
(a) the cornerstone investment agreement dated June 10, 2026 entered into among our Company,
Key Broad Future Limited (ʮ̡), Xuancheng Kaibo Industry Fund Partnership
(Limited Partnership) (ΥྫΆุ(Υྫ)), CITIC Securities (Hong Kong)
Limited (ᗇՎ(ಥ)ʮ̡) and CLSA Limited (ʮ̡), pursuant to
which Key Broad Future Limited has agreed to subscribe at the Offer Price for such number
of Offer Shares (rounded down to the nearest whole board lot of 100 H Shares) that may be
purchased with the Hong Kong dollar equivalent of US$25,000,000;
(b) the cornerstone investment agreement dated June 10, 2026 entered into among (i) our
Company, (ii) 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 Foresight International Series— Foresight China Equity Fund (collectively, “ Foresight
Funds ”), (iii) CITIC Securities (Hong Kong) Limited and (iv) CLSA Limited, pursuant to
which Foresight Funds have agreed to subscribe at the Offer Price for such number of Offer
Shares (rounded down to the nearest whole board lot of 100 H Shares) that may be purchased
with the Hong Kong dollar equivalent of US$25,000,000;
(c) the cornerstone investment agreement dated June 10, 2026 entered into among our Company,
LBC HK Opportunity Fund Limited, CITIC Securities (Hong Kong) Limited and CLSA
Limited, pursuant to which LBC HK Opportunity Fund Limited has agreed to subscribe at the
Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of
100 H Shares) that may be purchased with the Hong Kong dollar equivalent of US$5,000,000;
(d) the cornerstone investment agreement dated June 10, 2026 entered into among our Company,
Sage Partners Master Fund, CITIC Securities (Hong Kong) Limited and CLSA Limited,
pursuant to which Sage Partners Master Fund has agreed to subscribe at the Offer Price for such
number of Offer Shares (rounded down to the nearest whole board lot of 100 H Shares) that
may be purchased with the Hong Kong dollar equivalent of US$4,000,000;
(e) the cornerstone investment agreement dated June 10, 2026 entered into among our Company,
Panjing Harbourview Investment Fund (ږCITIC Securities (Hong Kong)
Limited and CLSA Limited, pursuant to which Panjing Harbourview Investment Fund has
agreed to subscribe at the Offer Price for such number of Offer Shares (rounded down to the
nearest whole board lot of 100 H Shares) that may be purchased with the Hong Kong dollar
equivalent of US$3,000,000;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-2 –


--- page 380 ---
(f) a cornerstone investment agreement dated June 10, 2026 entered into among our Company,
Taikang Life Insurance Co., Ltd. (ப΂ʮ̡), CITIC Securities (Hong Kong)
Limited and CLSA Limited, pursuant to which Taikang Life Insurance Co., Ltd. has agreed to
subscribe at the Offer Price for such number of Offer Shares (rounded down to the nearest
whole board lot of 100 H Shares) that may be purchased with the Hong Kong dollar equivalent
of US$3,000,000;
(g) the Hong Kong Underwriting Agreement.
2. Our Intellectual Property Rights
(a) Trademark
As of the Latest Practicable Date, we had the following registered trademark and trademark
applications:
(i) Registered Trademark
No. Trademark Class
Registration
Number Owner
Date of
Registration Expiry date
Place of
Registration
1 /H1118/H1118/H1118
 5, 42 307094683 Our Company November
17, 2025
November
16, 2035
Hong Kong
(ii) Trademark Applications
No. Trademark Class
Application
Number Applicant
Date of
Application
Place of
Application Status
1 /H1118/H1118
 5 89556402 Our Company January 6,
2026
PRC Refusal review in
progress
2 /H1118/H1118
 42 89556401 Our Company January 6,
2026
PRC Preliminarily
Approved on May
14, 2026;
Published for
Opposition
3 /H1118/H1118
42 89556400 Our Company January 6,
2026
PRC Refusal review in
progress
4 /H1118/H1118
 5 89556398 Our Company January 6,
2026
PRC Refusal review in
progress
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-3 –


--- page 381 ---
(b) Patents
As of the Latest Practicable Date, we had the following patents and patent applications:
NO. Patent Protection Scope
Jurisdiction
(Country/Region) Status Filing/Grant Date
Patent
Expiration Date
Patent Owner/
Applicant
1 /H1118/H1118
Pyrimidine derivatives and their
applications
China Granted July 2023 December 2039 Our Company
2 /H1118/H1118 Japan Granted January 2023 December 2039 Our Company
3 /H1118/H1118 United States Granted October 2025 December 2039 Our Company
4 /H1118/H1118 Europe Applying December 2019 N/A Our Company
5 /H1118/H1118Steroid compounds and their
applications
China Granted August 2023 December 2039 Our Company
6 /H1118/H1118Quinoline derivatives China Granted August 2023 December 2038 Our Company
7 /H1118/H1118Intermediate for anticancer drug
preparation
China Granted November 2021 December 2037 Our Company
8 /H1118/H1118Aromatic amide derivatives and
their application in anti-tumor
drugs
China Applying June 2023 N/A Our Company
9 /H1118/H1118Aromatic derivatives and their
applications
China Granted April 2023 November 2040 Our Company
10 /H1118/H1118 United States Granted April 2026 November 2040 Our Company
11 /H1118/H1118 Europe Applying November 2020 N/A Our Company
12 /H1118/H1118
New aromatic compounds with
anti-tumor activity
China Granted March 2024 February 2041 Our Company
13 /H1118/H1118 Japan Granted March 2024 February 2041 Our Company
14 /H1118/H1118 Europe Applying February 2021 N/A Our Company
15 /H1118/H1118 United States Applying February 2021 N/A Our Company
16 /H1118/H1118Aromatic derivatives and
preparation methods
China Granted November 2024 November 2040 Our Company
17 /H1118/H1118 United States Granted April 2026 November 2040 Our Company
18 /H1118/H1118 Europe Applying November 2020 N/A Our Company
19 /H1118/H1118Aromatic compounds and their
application in anti-tumor
drugs
China Granted February 2024 August 2041 Our Company
20 /H1118/H1118 Japan Granted November 2024 August 2041 Our Company
21 /H1118/H1118 Europe Applying August 2021 N/A Our Company
22 /H1118/H1118 United States Applying August 2021 N/A Our Company
23 /H1118/H1118Pyrimidine derivatives China Granted August 2023 December 2039 Our Company
24 /H1118/H1118Aromatic heterocyclic
compounds and their
application in drugs
China Granted July 2024 March 2041 Our Company
25 /H1118/H1118Aromatic hydrazide derivatives
and their medicinal
applications
PCT Applying December 2024 N/A Our Company
26 /H1118/H1118Aromatic hydrazide derivatives
and their medicinal
applications
Taiwan Granted December 2025 December 2044 Our Company
27
/H1118/H1118Peptide conjugates exhibiting
antitumor activity
China Applying February 2026 N/A Our Company
28 /H1118/H1118
New hypoglycemic compounds
China Granted May 2023 November 2040 Our Company
29 /H1118/H1118 Europe Granted August 2025 November 2040 Our Company
30 /H1118/H1118 United States Granted January 2026 November 2040 Our Company
31 /H1118/H1118 Japan Granted April 2025 November 2040 Our Company
32 /H1118/H1118 Japan Granted January 2026 November 2040 Our Company
33 /H1118/H1118 Europe Applying November 2020 N/A Our Company
34 /H1118/H1118Compounds forreducing the risk
of cardiovascular disease and
atherosclerosis
PCT Applying December 2025 N/A Our Company
35 /H1118/H1118Pyrrolidine derivatives and their
applications in drugs
Taiwan Applying December 2025 N/A Our Company
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-4 –


--- page 382 ---
NO. Patent Protection Scope
Jurisdiction
(Country/Region) Status Filing/Grant Date
Patent
Expiration Date
Patent Owner/
Applicant
36 /H1118/H1118
Aromatic amide derivatives and
their applications
China Applying June 2024 N/A Our Company
37 /H1118/H1118 Europe Applying June 2024 N/A Our Company
38 /H1118/H1118 United States Applying June 2024 N/A Our Company
39 /H1118/H1118 Japan Applying June 2024 N/A Our Company
40 /H1118/H1118Aromatic acid compounds and
their applications
PCT Applying December 2025 N/A Our Company
41 /H1118/H1118
New nitrogencontaining
heteroaromatic Compounds
Russia Granted July 2025 May 2042 Our Company
42 /H1118/H1118 Australia Granted July 2025 May 2042 Our Company
43 /H1118/H1118 Japan Granted September 2025 May 2042 Our Company
44 /H1118/H1118 China Applying May 2022 N/A Our Company
45 /H1118/H1118 European Applying May 2022 N/A Our Company
46 /H1118/H1118 United States Applying May 2022 N/A Our Company
47 /H1118/H1118 Republic of Korea Applying May 2022 N/A Our Company
48 /H1118/H1118 Singapore Applying May 2022 N/A Our Company
49 /H1118/H1118 Malaysia Applying May 2022 N/A Our Company
50 /H1118/H1118 Russia Applying May 2022 N/A Our Company
51 /H1118/H1118 Australia Applying May 2022 N/A Our Company
52 /H1118/H1118 Japan Applying May 2022 N/A Our Company
53 /H1118/H1118Use of nitrogen-containing
heterocyclic derivatives in
preparation of drugs for
treating skin diseases
PCT Applying October 2025 N/A Our Company
54 /H1118/H1118Cyclic lactone compounds PCT Applying July 2025 N/A Our Company
55 /H1118/H1118Phenylpropionic acid derivatives
and their applications
PCT Applying December 2025 N/A Our Company
56 /H1118/H1118
Selective kinase inhibitory
compound
China Granted October 2020 December 2037 Our Company
57 /H1118/H1118 Europe Granted March 2022 December 2037 Our Company
58 /H1118/H1118 United States Granted June 2021 December 2037 Our Company
59 /H1118/H1118 Japan Granted March 2021 December 2037 Our Company
(c) Domain Name
As of the Latest Practicable Date, we owned the following domain name which, in the opinion of our
Directors, is material to our business:
No. Domain Name Registrant
Date of
Registration Expiry Date
1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118hj3h.com Our Company April 30, 2018 April 29, 2029
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-5 –


--- page 383 ---
C. FURTHER INFORMATION ABOUT DIRECTORS, SUPERVISORS AND SUBSTANTIAL
SHAREHOLDERS
1. Disclosure of interests
(a) Interests and short positions of the Directors, Supervisors and chief executive of our Company in
the share capital of our Company and its associated corporations
Immediately following the completion of the Global Offering and conversion of Unlisted Shares into
H Share (without taking into account any H Shares which may be issued pursuant to the exercise of the
Over-allotment Option), the interests or short positions of Directors, Supervisors or chief executive of our
Company in the Shares, underlying Shares and debentures of our Company or its associated corporations
(within the meaning of Part XV of the SFO) which will be required to be notified to our Company and
the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short
positions which they were taken or deemed to have under such provisions of the SFO) or which will be
required, under Section 352 of the SFO, to be entered in the register referred to in that section, or which
will be required, under the Model Code for Securities Transactions by Directors of Listed Issuers as set
out in Appendix C3 to the Listing Rules (the “ Model Code ”), to be notified to our Company and the Stock
Exchange once the H Shares are listed will be as follows:
Interest in Shares of our Company
Name Nature of interest
Type of
Shares
Number of
Shares (1)
Approximate
percentage of
shareholding in
the relevant
type of Shares
Approximate
percentage of
shareholding in
the total issued
share capital (2)
Dr. Ji (3) /H1118/H1118/H1118/H1118Beneficial owner H Shares 12,424,624 (L) 16.88% 16.88%
Interest in controlled
corporations
H Shares 22,068,819 (L) 29.98% 29.98%
Mr. Yang
Xiangyu (4) /H1118
Beneficial owner H Shares 200,000 (L) 0.27% 0.27%
Mr. Wu
Zhen(4) /H1118/H1118/H1118
Beneficial owner H Shares 20,000 (L) <0.1% <0.1%
Ms. Zhang
Yao(4) /H1118/H1118/H1118
Beneficial owner H Shares 2,220 (L) <0.1% <0.1%
Mr. Tang
Gaojia (4) /H1118/H1118
Beneficial owner H Shares 11,200 (L) <0.1% <0.1%
Ms. Wang
Liqun (4) /H1118/H1118
Beneficial owner H Shares 2,200 (L) <0.1% <0.1%
Notes:
(1) The letter “L” denotes the person’s long position in our Shares.
(2) The calculation is based on the total number of 73,599,605 Shares in issue immediately following the completion of
the Global Offering (assuming that the Over-allotment Option is not exercised).
(3) For details of interests of Dr. Ji, see “Substantial Shareholders”.
(4) Representing the underlying Shares granted to him/her under the Pre-IPO Share Incentive Scheme.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-6 –


--- page 384 ---
(b) Substantial Shareholders
Save as disclosed in the section headed “Substantial Shareholders” in this prospectus, our Directors
are not aware of any persons (other than our Directors, Supervisors and chief executive of our Company)
who will, immediately following the completion of the Global Offering and conversion of Unlisted Shares
into H Shares (without taking into account any H Shares which may be issued pursuant to the exercise of
the Over-allotment Option), will have or be deemed or taken to have interests and/or short position in our
Shares or underlying Shares which would be required to be disclosed to the Company and the Stock
Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or
indirectly, interested in 10% or more of the nominal value of any types of the issued voting shares of any
member of our Group.
2. Particulars of Directors’ service contracts
Each of our Directors has entered into a service contract with our Company. The principal particulars
of these service contracts comprise (a) the term of the service; (b) termination provisions; and (c) dispute
resolution provision. The service contracts may be renewed in accordance with our Articles of Association
and the applicable laws, rules and regulations from time to time.
Save as disclosed above, none of our Directors or Supervisors has or is proposed to have a service
contract with any member of our Group (other than contracts expiring or determinable by the relevant
employer within one year without the payment of compensation (other than statutory compensation)).
3. Directors’ and Supervisors’ remuneration
For the two years ended December 31, 2025, the aggregate remuneration (including salaries,
retirement benefit scheme contribution and share-based payment) paid or payable to our Directors and
Supervisors were approximately RMB4.89 million and RMB20.67 million respectively.
The aggregate amount of salaries, retirement benefit scheme contribution and share-based payment
paid or payable to our five highest paid individuals in respect of the two years ended December 31, 2025
was RMB9.11 million and RMB30.20 million respectively.
Under the arrangement currently in force, the aggregate remuneration (including salaries, retirement
benefit scheme contribution and share-based payment) of our Directors and Supervisors for the year
ending December 31, 2026 is estimated to be no more than approximately RMB31.34 million.
4. Agency fees or commissions received
Save as disclosed in “Underwriting—Underwriting Commission and Expenses” to this prospectus,
no commissions, discounts, agency fee, brokerages or other special terms were granted in connection with
the issue or sale of any capital of any member of our Group within the two years immediately preceding
the date of this prospectus.
5. Disclaimers
(a) Within the two years immediately preceding the date of this prospectus, none of our Directors
nor any of the experts referred to under “—E. Other Information—5. Qualifications and
Consents of Experts” in this Appendix has any direct or indirect interest in the promotion of
our Company, or in any assets which have been acquired or disposed of by or leased to any
member of our Group, or are proposed to be acquired or disposed of by or leased to any
member of our Group.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-7 –


--- page 385 ---
(b) Save in connection with the Underwriting Agreements, none of our Directors or Supervisors
nor any of the experts referred to under “—E. Other Information—5. Qualifications and
Consents of Experts” in this Appendix, is materially interested in any contract or arrangement
subsisting at the date of this prospectus which is significant in relation to the business of our
Group taken as a whole.
(c) Save as disclosed in this section, none of our Directors or Supervisors have any existing or
proposed service contracts with any member of our Group (excluding contracts expiring or
determinable by the employer within one year without payment of compensation (other than
statutory compensation)).
D. PRE-IPO SHARE INCENTIVE SCHEME
The following is a summary of the principal terms of the Pre-IPO Share Incentive Scheme approved
and adopted by the resolutions of our Shareholders at the extraordinary general meeting of our Company
held on July 11, 2025 (the “ Scheme ”). The source of awards granted to eligible participants pursuant to
the Pre-IPO Share Incentive Scheme is the Shares held by Suzhou Jishitang, which is one of our employee
incentive platforms. Under the Scheme, the participants may indirectly acquire our Company’s interest by
holding partnership interest in our employee incentive platforms. For details, please see “History,
Development and Corporate Structure—Employee Incentive Platforms”. The terms of the Scheme are not
subject to the provisions of Chapter 17 of the Listing Rules as the Scheme does not involve the grant of
share awards by our Company after the Listing.
(a) Purpose
The purpose of the Scheme is to further improve the Company’s governance structure, establish a
benefit-sharing mechanism between the Company and its core employees, attract and retain outstanding
talents and excellent staff, and fully stimulate employees’ enthusiasm of our employees.
(b) Maximum number of the Restricted Shares
The maximum number of incentive Shares under the Scheme, which are restricted Shares
(“Restricted Shares ”), is 2,093,400 Shares, representing approximately 3.49% of the total issued share
capital of our Company as of the Latest Practicable Date, which shall be held by Suzhou Jishitang.
(c) Participants
Eligible participants of the Scheme are determined by the Scheme administrator after taking into
account certain key factors, such as position, years of service, individual performance and contributions
to our Company as approved by the Scheme administrator. The eligible participants under the Scheme
include: (i) Directors, Supervisors and senior management of our Company; (ii) mid-level management
members and core employees of our Group; and (iii) external consultants.
(d) Administration
The Shareholders’ meeting of our Company is responsible for considering and approving the
Scheme, and has authorized the Board to formulate and revise the Scheme.
Dr. Ji, our executive Director, chairman of our Board, chief executive officer and general manager
of Company and the general partner of Suzhou Jishitang, has been authorized by the resolutions of our
Shareholders to act as the administrator (“ Administrator ”) of the Scheme, and has the authority to, among
others, determine the eligible participants under the Scheme and their respective number of Restricted
Shares to be granted, the circumstances where the participants may exit the Scheme, and to approve the
grant, transfer and repurchase of the underlying Restricted Shares to or from the participants.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-8 –


--- page 386 ---
(e) Subscription price and adjustments
The subscription price of the Restricted Shares will be stipulated in the grant letter agreed between
a participant and our Company. In the event of any capital reserve conversion into shares, distribution of
dividends, share splits, share allotments or reduction of shares of the Company, the subscription price of
the Restricted Shares will be adjusted accordingly.
(f) Grant of Restricted Shares
The participants shall subscribe for the capital contribution of the limited partnership interest in the
employee incentive platforms according to the underlying Restricted Shares granted to them and make the
corresponding payment, thereby indirectly holding the Restricted Shares by virtue of their capacity as
limited partners or general partners (as the case may be) of the employee incentive platforms.
All participants do not have any direct voting right in our Company and will be entitled to receive
the economic interest attached to the underlying Restricted Shares held by Suzhou Jishitang. All
participants acknowledge and agree that Administrator, shall exercise the voting rights attached to the
Restricted Shares pursuant to the rules of the Scheme and the grant agreements entered into by, among
others, the participants and Suzhou Jishitang.
(g) Lock-up restrictions and repurchase of Restricted Shares
The Restricted Shares held by the participants by virtue of the partnership interests held by them in
the employee incentive platforms are subject to performance targets and lock-up restrictions for a period
commencing from the date of signing grant agreement to the date of completion of three years of service
of the participants with our Group.
The Scheme provides for certain circumstances in which the unvested Restricted Shares granted to
the participants may be (a) repurchased by the Administrator (including an entity controlled by the
Administrator and serving as the executive partner of the employee incentive platform) or its designated
persons (such designated persons shall be an employee of our Group) and/or (b) returned by reducing the
total partnership interest in the employee incentive platforms. Such circumstances include, without
limitation, (i) violation of relevant laws, regulations, rules or policies, causing economic losses to our
Group; (ii) termination of employment relationship with the Group; and (iii) death of the grantee,
disability rendering the grantee unable to undertake his/her work assigned by the Group.
Upon Listing, in addition to the restrictions under the Scheme, the transfer or sale of Restricted
Shares by the participants shall be subject to the lock-up requirements under the relevant laws and
regulations and the Listing Rules, if applicable.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-9 –


--- page 387 ---
(h) Details of the Restricted Shares Granted
As of the Latest Practicable Date, all the Restricted Shares under the Scheme were granted to 34
Participants through the employee incentive platforms. Given the underlying Restricted Shares under the
Scheme have already been issued, there will not be any dilution effect to the issued Shares upon the
vesting of the Restricted Shares under the Scheme. The table below sets out the details of the Restricted
Shares granted under the Scheme as of the Latest Practicable Date:
Name
Position(s) held within
our Group
Number of
underlying Shares
Approximate
percentage of
indirect
shareholding in
our Company
immediately
following
completion of the
Global Offering
(assuming the
Over-allotment
Option is not
exercised)
Directors
Dr. Ji /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Director,
chairman of our
Board, chief
executive officer and
general manager
1,042,200 1.42%
Mr. Yang Xiangyu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Director and
chief operating officer
200,000 0.27%
Mr. Wu Zhen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Director and
deputy chief operating
officer
20,000 <0.1%
Ms. Zhang Yao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Director and
deputy head of human
resources
2,200 <0.1%
Supervisors
Mr. Tang Gaojia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118President of the
Supervisory
Committee,
Supervisor and head
of the quality
department
11,200 <0.1%
Ms. Wang Liqun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor and head of
administration
2,200 <0.1%
Senior management (excluding those who are also Directors)
Ms. Guo Na /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Head of research and
development
340,000 0.46%
Mr. Du Fengtian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Deputy head of research
and development
200,000 0.27%
Ms. Zhang Jingjie /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Chief financial officer
Board secretary and
joint company
secretary
37,700 <0.1%
Mr. Luo Shuai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Head of project
department
22,200 <0.1%
Other participants
24 other employees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Employee 215,700 0.29%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,093,400 2.84%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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E. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that currently no material liability for estate duty is likely to fall
on our Company or any of our subsidiaries in the PRC.
2. Sole Sponsor
The Sole Sponsor satisfies the independence criteria applicable to sponsors as set out in Rule 3A.07
of the Listing Rules. The Sole Sponsor will receive an aggregate fee of US$500,000 for acting as the
sponsor for the Listing.
3. Preliminary Expenses
As of the Latest Practicable Date, our Company has not incurred any material preliminary expenses.
4. Promoters
The promoters of our Company comprised of all of the 19 then Shareholders of our Company as of
March 18, 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 immediately preceding the date of this prospectus, no cash, securities or other benefit has been paid,
allotted or given nor are any proposed to be paid, allotted or given to any promoters named above in
connection with the Global Offering and the related transactions described in this prospectus.
5. Qualifications and Consents of Experts
The following are the qualifications of the experts who have given opinions or advice which are
contained in this prospectus:
Name Qualifications
CITIC Securities (Hong Kong) Limited /H1118/H1118/H1118Licensed corporation to conduct type 4 (advising on
securities) and type 6 (advising on corporate finance)
regulated activities defined under the SFO
Deloitte Touche Tohmatsu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants under Professional
Accountant Ordinance (Chapter 50 of the Laws of
Hong Kong)
Registered Public Interest Entity Auditor under the
Accounting and Financial Reporting Council
Ordinance (Chapter 588 of the Laws of Hong Kong)
JunHe LLP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisors to our Company as to PRC laws
China Insights Industry Consultancy
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independent industry consultant
Hiways Law Firm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118IP Legal Advisors to our Company as to PRC
intellectual property laws
Each of the experts named above has given and has not withdrawn its written consent to the issue
of this prospectus with the inclusion of its reports, letters, opinions, summaries of opinions and/or
references to its name included herein in the form and context in which they respectively appear.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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6. Interests of experts in our Company
Except as disclosed in this prospectus and save for its obligations under the Underwriting
Agreements, none of the persons named in “—5. Qualifications and Consents of Experts” above is
interested beneficially or otherwise in any Shares or shares of any member of our Group or has any right
or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for any
shares or securities in any member of our Group.
7. Taxation of holders of H Shares
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty. The current rate
chargeable on each of the seller and purchaser is 0.1% of the consideration or, if higher, the fair value of
the H Shares being sold or transferred.
8. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance of this prospectus, 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 insofar
as applicable.
9. Miscellaneous
(a) Within the two years immediately preceding the date of this prospectus:
(i) save as disclosed in “History, Development and Corporate Structure” in this prospectus,
no share or loan capital of our Company or any of our subsidiaries has been issued or
agreed to be issued or is proposed to be fully or partly paid either for cash or for a
consideration other than cash;
(ii) save as disclosed in “History, Development and Corporate Structure” in this prospectus,
no share or loan capital of our Company or any of our subsidiaries is under option or is
agreed conditionally or unconditionally to be put under option;
(iii) save as disclosed in “Underwriting—Underwriting Commission and Expenses” in this
prospectus, no commissions, discounts, brokerages or other special terms have been
granted or agreed to be granted in connection with the issue or sale of any share or loan
capital of our Company or any of our subsidiaries; and
(iv) save as disclosed in “Underwriting—Underwriting Commission and Expenses” in this
prospectus, no commission has been paid or is payable for subscription, agreeing to
subscribe, procuring subscription or agreeing to procure subscription of any share in our
Company or any of our subsidiaries.
(b) There are no founder, management or deferred shares nor any debentures in our Company or
any of our subsidiaries.
(c) There has not been any interruption in the business of our Group which may have or has had
a significant effect on the financial position of our Group in the 12 months preceding the date
of this prospectus.
(d) No company within our Group is presently listed on any stock exchange or traded on any
trading system.
(e) Our Company has no outstanding convertible debt securities or debentures.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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(f) There is no arrangement under which future dividends are waived or agreed to be waived.
(g) None of the equity and debt securities of our Company, if any, is listed or dealt with in any
other stock exchange nor is any listing or permission to deal being or proposed to be sought.
10. Bilingual Prospectus
The English and Chinese language versions of this prospectus are being published separately, in
reliance upon the exemption provided by section 4 of the Companies (Exemption of Companies and
Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong). In case
of any discrepancies between the English language version and Chinese language version of this
prospectus, the English version shall prevail.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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A. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
The documents attached to the copy of this prospectus delivered to the Registrar of Companies in
Hong Kong for registration were (a) the written consents referred to in “Appendix IV—Statutory and
General Information—E. Other Information—5. Qualifications and Consents of Experts” to this
prospectus; and (b) a copy of each of the material contracts referred to in “Appendix IV—Statutory and
General Information—B. Further Information about Our Business—1. Summary of material contracts” to
this prospectus.
B. DOCUMENTS ON DISPLAY
Copies of the following documents will be published on the websites of the Stock Exchange
(www.hkexnews.hk ) and our Company ( www.hj3h.com ) up to and including the date which is 14 days
from the date of this prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report from the Reporting Accountants, the text of which is set out in
Appendix I to this prospectus;
(c) the report from the Reporting Accountants in respect of the unaudited pro forma financial
information, the text of which is set out in Appendix II to this prospectus;
(d) the audited consolidated financial statements of our Group for the two years ended December
31, 2025;
(e) the legal opinion issued by JunHe LLP , our PRC Legal Advisors, in respect of certain general
corporate matters of our Group;
(f) the written consents referred to in “Appendix IV—Statutory and General Information—E.
Other Information—5. Qualifications and Consents of Experts” to this prospectus;
(g) the material contracts referred to in “Appendix IV—Statutory and General Information—B.
Further Information about Our Business—1. Summary of material contracts” to this
prospectus;
(h) the service contracts entered into between our Company and each of our Directors referred to
in “Appendix IV—Statutory and General Information—C. Further Information about Directors,
Supervisors and Substantial Shareholders—2. Particulars of Directors’ service contracts” to
this prospectus;
(i) the industry report issued by China Insights Industry Consultancy Limited;
(j) the PRC Company Law, the PRC Securities Law, the Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic Companies, together with their
unofficial English translation;
(k) the rules of the Pre-IPO Share Incentive Scheme;
(l) the IP due diligence summary report issued by Hiways Law Firm, our IP Legal Advisors; and
(m) the FTO summary report issued by Hiways Law Firm, our IP Legal Advisors.
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND DOCUMENTS ON DISPLAY
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HJ SCIENCE CO., L TD.
HJ SCIENCE CO., L TD.
華健未來（成都）科技股份有限公司
