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Jiangxi Institute of Biological Products Inc.
Jiangxi Institute of Biological Products Inc.
ʮ̡
Jiangxi Institute of Biological Products Inc.
ʮ̡
ʮ̡
(A joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code : 6915
GLOBAL
OFFERING
Joint Sponsors, Sponsor-Overall Coordinators, Joint Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunners and Joint Lead Managers


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IMPORTANT: If you are in any doubt about any of the contents of this pro spectus, you should obtain professional independent advice.
Jiangxi Institute of Biological Products Inc.
江 西 生 物 製 品 研 究 所 股 份 有 限 公 司
(A joint stock company incorporated in the Peopl e’s Republic of China with limited liability)
Global Offering
Number of Offer Shares under the Global Offering : 36,234,500 H Shares (subject to the Over-allotment
Option)
Number of Hong Kong Offer Shares : 3,623,500 H Shares (subject to reallocation)
Number of International Offer Shares : 32,611,000 H Shares (subject to reallocation and
the Over-allotment Option)
Maximum Offer Price : HK$13.06 per H Share, plus brokerage of 1.0%,
SFC transaction levy of 0.0027%, AFRC
transaction levy of 0.00015% and Hong Kong
Stock Exchange trading fee of 0.00565%
(payable in full on application in Hong Kong
dollars and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 6915
Joint Sponsors, Sponsor-Overall Coordinators, Joint Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Li mited 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 an y loss howsoever
arising from or in reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in Appendix VIII to this prospectus, has been registered by the Registrar o f 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 of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any
other documents referred to above.
The Offer Price is expected to be fixed by agreement between the Joint Overall Coordinators (for themselves and on behalf of the Underwriters) and us on the Price
Determination Date. The Price Determination Dat e is expected to be on or around Friday, June 26, 2026 ( H o n gK o n gt i m e )a n d ,i na n ye v e n t ,n o tl a t e rt h a n12 : 00 noon
on Friday, June 26, 2026 (Hong Kong time). The Offer Price will not be more than HK$13.06 per Offer Share and is current ly expected to be not less than HK$9 .33 per
Offer Share. If, for any reason, the Offer Price is not agreed by 12 : 00 noon on Friday, June 26, 2026 (Hong Kong time) between the Joint Overall Coordinat ors (for
themselves and on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. Applicants for Hong Kong Offer Shares may be r equired to
pay, on application (subject to application channels), the maximum Offer P rice of HK$13.06 for each Hong Kong Offer Share together with a brokerage fe eo f1 % ,a
SFC transaction levy of 0.0027%, a Stoc k Exchange trading fee of 0.00565% and a n AFRC transaction levy of 0.00015%.
The Joint Overall Coordinators (for themselves and on behalf of the Underwrite rs) may, with our consent, reduce the number of Offer Shares being offer ed under the Global
Offering and/or the indicative Offer Price range below that stated in this pr ospectus at any time on or prior to the morning of the last day for lodging ap plications under the
Hong Kong Public Offering. In such case, an announcement will be published on the websites of the Stock Exchange at
www.hkexnews.hk and our Company at
www.jxswzp.cn not later than the morning of the last day for lodging applicat ions under the Hong Kong Public Offering. Details of the arrangement will then be announced by
us as soon as practicable. For further information, see ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for Hong Kong Offer Shares’’ in this pro spectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriti ng Agreement are subject to termination by the Joint Overall Coordinator s (for themselves
and on behalf of the Hong Kong Underwriters) if certain events occur prior to 8 : 00 a.m. on the Listing Date. See ‘‘Underwriting’’ in this prospectus.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be of fered, sold,
pledged or transferred within the United States, except that Offer Shares may be offered, sold or delivered outside the United States in offshore tran sactions in reliance
on Regulation S.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in
relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.jxswzp.cn . If you require a printed copy
of this prospectus, you may downloa d and print from the websites above.
June 22, 2026
IMPORTANT


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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.jxswzp.cn. If you require a printed copy of this prospectus, you may download and print
from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online via the HK eIPO White Form service at www.hkeipo.hk ;o r
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees
to apply on your behalf by instructing your broker or custodian who is a HKSCC
Participant to give electronic application instructions via HKSCC’s FINI system to
apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong
Offer Shares by the public. The contents of the electronic version of this prospectus are identical
to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to
Section 342C of the Companies (Winding Up an d Miscellaneous Provisions) Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients or
principals, as applicable, that this prospectus i s available online at the website addresses above.
Please refer to the section headed ‘‘How to A pply for Hong Kong Offer Shares’’ in this
prospectus for further details of the procedures through which you can apply for the Hong Kong
Offer Shares electronically.
IMPORTANT
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Your application through the HK eIPO White Form service or the HKSCC EIPO channel
must be for a minimum of 500 Hong Kong Offer Shares and in one of the numbers set out in the
table below. If you are applying through the HK eIPO White Form service, you may refer to the
table below for the amount payable for the number of H Shares you have selected. You must pay
the respective maximum amount payable on applic ation in full upon application for Hong Kong
Offer Shares. If you are applying through the HKS CC EIPO channel, you are required to prefund
your application based on the amount specified by your broker or custodian, as determined based
on the applicable laws and r egulations in Hong Kong.
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
H K $H K $H K $H K $
500 6,595.86 7,000 92,341.98 50,000 659,585.50 700,000 9,234,197.06
1,000 13,191.71 8,000 105,533.68 60,000 791,502.61 800,000 10,553,368.08
1,500 19,787.57 9,000 118,725.39 70,000 923,419.70 900,000 11,872,539.09
2,000 26,383.43 10,000 131,917.11 80,000 1,055,336.81 1,000,000 13,191,710.10
2,500 32,979.27 15,000 197,875.65 90,000 1,187,253.91 1,200,000 15,830,052.12
3,000 39,575.13 20,000 263,834.20 100,000 1,319,171.01 1,400,000 18,468,394.15
3,500 46,170.98 25,000 329,792.76 200,000 2,638,342.02 1,600,000 21,106,736.15
4,000 52,766.84 30,000 395,751.31 300,000 3,957,513.04 1,811,500
(1) 23,896,782.85
4,500 59,362.70 35,000 461,709.86 400,000 5,276,684.05
5,000 65,958.55 40,000 527,668.40 500,000 6,595,855.06
6,000 79,150.27 45,000 593,626.96 600,000 7,915,026.05
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong
Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC tr ansaction levy, the Stock Exchange trading fee and
AFRC transaction levy. If your application is successfu l, brokerage will be paid to the Exchange Participants
(as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made
through the application channel of the HK eIPO White Form service) while the SFC transaction levy, the
Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and
the AFRC, respectively.
No application for any other number of Hong Kong Offer Shares will be considered and any
such application is liable to be rejected.
IMPORTANT
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If there is any change in the following expected timetable of the Hong Kong Public Offering, we
will issue an announcement in Hong Kong to be published on the websites of the Hong Kong Stock
Exchange at www.hkexnews.hk and the Company at www.jxswzp.cn .
H o n gK o n gP u b l i cO f f e r i n gc o m m e n c e s ................................ 9 : 0 0a . m .o n
Monday, June 22, 2026
Latest time for completing electronic applications under the
HK eIPO White Form service via the designated website at
www.hkeipo.hk ...............................................1 1 : 3 0a . m .o n
Thursday, June 25, 2026
Application lists of the Hong Kong Public Offering open (3) ..................1 1 : 4 5a . m .o n
Thursday, June 25, 2026
Latest time for (a) completing payment of
HK eIPO White Form applications by effecting internet
banking transfer(s) or PPS payment transfer(s) and (b)
giving electronic application instructions to HKSCC (4) ................... 1 2 : 0 0n o o no n
Thursday, June 25, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to give electronic
application instructions via FINI to apply for the Hong Kong Offer Shares on your behalf, you are
advised to contact your broker or custodian for the latest time for giving such instructions which may
be different from the latest time as stated above.
Application lists of the Hong Kong Public Offering close (3) ................ 1 2 : 0 0n o o no n
Thursday, June 25, 2026
Expected Price Determination Date (5) ........................ a to rb e f o r e1 2 : 0 0n o o no n
Friday, June 26, 2026
Announcement of the Offer Price, the level of indications of
interest in the International Offering, the level of
applications in the Hong Kong Public Offering and the
basis of allocation of the Hong Kong Offer Shares to be
published on the website of the Hong Kong Stock
Exchange at
www.hkexnews.hk and the Company’s
website at www.jxswzp.cn .............................. a to rb e f o r e1 1 : 0 0p . m .o n
Monday, June 29, 2026
Results of allocations in the Hong Kong Public Offering to
be available through a variety of channels, including:
. in the announcement to be posted on the Hong Kong
Stock Exchange at www.hkexnews.hk and our website
at www.jxswzp.cn , respectively (9) .......................... M o n d a y ,J u n e2 9 ,2 0 2 6
. from ‘‘Allotment Results’’ page at the designated
results of allocations website at
www.tricor.com.hk/ipo/result or
www.hkeipo.hk/IPOResult w i t ha‘ ‘ s e a r c hb yI D ’ ’
f u n c t i o nf r o m.............................................. 1 1 : 0 0p . m .o n
Monday, June 29, 2026 to
12 : 00 midnight on
Sunday, July 5, 2026
EXPECTED TIMETABLE (1)
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. from the allocation results telephone enquiry line by
calling +852 3691 8488 between 9 : 00 a.m. and 6 : 00
p . m .f r o m ......................................... T u e s d a y ,J u n e3 0 ,2 0 2 6t o
Monday, July 6, 2026
(excluding Saturday,
Sunday and public
holiday in Hong Kong)
Dispatch of H Share certificates or deposit of H Share
certificates in CCASS in respect of wholly or partially
successful applications pursuant to the Hong Kong Public
Offering on or before
(7)(9)(10) .............................. M o n d a y ,J u n e2 9 ,2 0 2 6
Dispatch of HK eIPO White Form e-Auto Refund payment
instructions/refund cheques in respect of (i) wholly or
partially successful applicat ions if the final Offer Price is
less than the price payable on application (if applicable)
and (ii) wholly or partially un successful applications
pursuant to the Hong Kong Public Offering on or
before
(8)(9) ............................................ T u e s d a y ,J u n e3 0 ,2 0 2 6
Dealings in H Shares on the Hong Kong Stock Exchange
e x p e c t e dt oc o m m e n c eo n ................................. T u e s d a y ,J u n e3 0 ,2 0 2 6
Notes :
(1) All dates and times refer to Hong Kong da tes and times, except as otherwise stated.
(2) You will not be permitted to submit your application under the HK eIPO White Form service through the designated
website at www.hkeipo.hk after 11 : 30 a.m. on the last day for submitting applications. If you have already submitted
your application and obtained an application reference number from the designated website prior to 11 : 30 a.m., you
will be permitted to continue the application process (by completing payment of the application monies) until 12 : 00
noon on the last day for submitting applica tions, when the application lists close.
(3) If there is/are Bad Weather Signal(s) (as defined in the section headed ‘‘How to Apply for Hong Kong Offer Shares —
A. Applications for the Hong Kong Offer Shares — 8. Bad Wea ther Arrangements’’ in this prospectus) in force in Hong
Kong at any time between 9 : 00 a.m. and 12 : 00 noon on Thu rsday, June 25, 2026, the application lists will not open or
close on that day. Further information is set out in ‘‘How to Apply for Hong Kong Offer Shares — A. Applications for
the Hong Kong Offer Shares — 8. Bad Weather Arrangements’’ in this prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by giving e lectronic application instructions to HKSCC should refer
to ‘‘How to Apply for Hong Kong Offer Shares — A. Applicati ons for the Hong Kong Offer Shares’’ in this prospectus.
(5) The Price Determination Date is expected to be on or about Friday, June 26, 2026, and in any event, not later than
12 : 00 noon on Friday, June 26, 2026. If, for any reason, the O ffer Price is not agreed betwe en the Overall Coordinators
(for themselves and on behalf of the Underwriters) and us by 12 : 00 noon on Friday, June 26, 2026, the Global Offering
will not proceed and will lapse.
(6) None of the websites or any of the information contained on the websites forms part of this prospectus.
(7) The H Share certificates will only be come valid evidence of title at 8 : 00 a.m. on Tuesday, June 30, 2026, provided that
the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements has been
terminated prior to 8 : 00 a.m. on Tuesday, June 30, 2026 . Investors who trade H Shares on the basis of publicly
available allocation details prior to the re ceipt of H Share certificates or prior to the H Share certificates becoming valid
evidence of title do so entirely at their own risk.
(8) HK eIPO White Form e-Auto Refund payment instructions/refund c heques will be issued in respect of wholly or
partially unsuccessful applications pursuant to the Hong Kong Public Offering and in respect of wholly or partially
successful applications if the final Offer Price is less than the price paid per Offer Share on application. Part of the
applicant’s identification document number, or, if the applic ation is made by joint applicants, part of the identification
document number of the first-named applicant, provided by the applicant(s) may be printed on the refund cheque, if
a n y .S u c hd a t aw o u l da l s ob et r a n s f e r r e dt oat h i r dp a r t yf o rr e f u n dp u r p o s e s .B a n k sm a yr e q u i r ev e r i f i c a t i o no fa n
applicant’s identification document number before encashment of the refund cheque. Inaccurate completion of an
applicant’s identification document number may invalidate or delay encashment of the refund cheque.
(9) Applicants being individuals who are eligible for persona l collection may not authorize any other person to collect on
their behalf. For each applicant which is a c orporation eligible for pe rsonal collection, its author ized representative who
will collect on its behalf must bear a l etter of authorization from the corporate applicant stamped with its company
chop. All such individual applicants and authorized repre sentatives of corporate applicants must produce evidence of
identity acceptable to the H Share Registrar at the time of collection.
EXPECTED TIMETABLE (1)
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Applicants who have applied through the HK eIPO White Form service and paid their applications monies through
single bank accounts may have refund monies (if any ) dispatched to their bank account in the form of HK eIPO White
Form e-Auto Refund payment instructions. Applicants who have applied through the HK eIPO White Form service and
paid their application monies through multiple bank acc ounts 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.
Any uncollected H Share certificates will be dispatched by ordinary post, at their own risk, to the addresses specified in
the relevant applications. For further information, app licants should refer to ‘‘How to Apply for Hong Kong Offer
Shares — A. Applications for The Hong Kong Offer Shares — 10. Dispatch/Collection of H Share Certificates and
Refund of Application Monies.’’
Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to ‘‘How to
Apply for Hong Kong Offer Shares — A. Applications for The Hong Kong Offer Shares — 10. Dispatch/Collection of
H Share Certificates and Refund of Applicatio n Monies’’ in this prospectus for details.
The above expected timetable is a summary onl y. For details of the structure of the Global
Offering, including its conditions, and the procedures for applications for Hong Kong Offer Shares,
please refer to ‘‘Structure and Conditions of t he 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 s uch a case, we will make an announcement as soon
as practicable thereafter.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This prospectus is issued by us solely in connection with the Hong Kong Public Offering and the
Hong Kong Offer Shares 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 making, and does not
constitute, an offer or invitation in any other jurisdiction or in any other circumstances. No action has
been taken to permit a public offering of the Hong Kong Offer Shares in any jurisdiction other than
Hong Kong and no action has been taken to permit the distribution of this prospectus in any
jurisdiction other than Hong Kong. The distribution of this prospectus for purposes of a public
offering and the offering and sale of the Hong Kong Offer Shares in other jurisdictions are subject to
restrictions and may not be made except as permitted under the applicable securities laws of such
jurisdictions pursuant to registration with or authorization by the relevant securities regulatory
authorities or an exemption therefrom.
You should rely only on the information contained in this prospectus to make your investment
decision. The Hong Kong Public Offering is made solely on the basis of the information contained
and the representations made in this prospectus. 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 contained nor made in this prospectus must not be relied on by you as having been
authorized by us, the Joint Sponsors, the Joint Overall Coordinators, the Joint Global Coordinators,
the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the
Underwriters, any of our or their respective directors, officers, employees, agents, or
representatives of any of them or any other parties involved in the Global Offering.
Page
Expected Timetable ................................................................ i i i
Contents .......................................................................... v i
Summary .......................................................................... 1
Definitions ......................................................................... 1 6
Glossary of Technical Terms ........................................................ 2 3
Forward-Looking Statements ........................................................ 2 7
Risk Factors ....................................................................... 2 8
Waivers from Strict Compliance with Listing Rules .................................... 5 9
Information about this Prospectus and the Global Offering ............................. 6 2
Directors and Parties Involved in the Global Offering .................................. 6 5
Corporate Information .............................................................. 7 0
Industry Overview .................................................................. 7 2
Regulatory Overview ............................................................... 9 9
History, Development and Corporate Structure ........................................ 1 1 7
Business ........................................................................... 1 3 8
Directors and Senior Management ................................................... 1 9 7
Relationship with Our Controlling Shareholders ....................................... 2 1 2
Connected Transactions ............................................................. 2 1 5
CONTENTS
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Page
Substantial Shareholders ............................................................ 2 1 8
Cornerstone Investor ................................................................ 2 1 9
Share Capital ...................................................................... 2 2 4
Financial Information ............................................................... 2 2 6
Future Plans and Use of Proceeds .................................................... 2 6 5
Underwriting ....................................................................... 2 6 9
Structure of the Global Offering ..................................................... 2 8 0
How to Apply for Hong Kong Offer Shares ........................................... 2 8 9
Appendix I — Accountants’ Report ............................................. I - 1
Appendix II — Unaudited Pro Forma Financial Information ....................... I I - 1
Appendix III — Property Valuation Report ....................................... III-1
Appendix IV — Taxation and Foreign Exchange .................................. I V - 1
Appendix V — Summary of Principal Legal and Regulatory Provisions ............. V - 1
Appendix VI — Summary of Articles of Association ............................... V I - 1
Appendix VII — Statutory and General Information ............................... V I I - 1
Appendix VIII — Documents Delivered to the Registrar of Companies and
Available on Display .......................................... V III-1
CONTENTS
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This summary aims to give you an overview of the information contained in this prospectus and
is qualified in its entirety by, and should be read in conjunction with, the more detailed information
and financial information appearing elsewhere in this prospectus. As this is a summary, it does not
contain all the information that may be important to you and we urge you to read the entire
prospectus carefully before making your investment decision. There are risks associated with any
investment. Some of the particular risks in investing in the Offer Shares are set out in the section
headed ‘‘Risk Factors’’ in this prospectus. You sh ould read that section carefully before you decide to
invest in the Offer Shares.
OVERVIEW
We are the largest provider and exporter of human tetanus antitoxins (‘‘ Human TAT ’’), in
China. Tetanus antitoxin is an antiserum that pro vides immediate protection and treatment against
tetanus infection by neutra lizing the toxin produced by Clostridium tetani, the bacterium responsible
for tetanus. Antiserum refers to a class of biolog ical products that cont ain immunoglobulins (also
known as antibodies, namely, proteins mainly p roduced by plasma cells that are used by the immune
system to identify and neutralize patho gens or toxins) or immunoglobulin F(ab’) 2 fragments and are
prepared from immunized plasma. Immunized plasma refers to the liquid component of blood
collected from animals who have been vaccinated or exposed to a specific pathogen or toxin and
contains antibodies capable of recognizing and combating that pathogen or toxin. Antiserum is used
to provide passive immunization through directly a dministering antibodies and offering immediate
protection and treatment against various critical medical conditions, including tetanus, snakebite
envenoming (which refers to poisoning caused by sn akebites) and rabies, which require immediate
intervention to neutralize pathogens or toxins and save lives. The Chinese and global human
antiserum markets are large with significant gro wth potential. According to Frost & Sullivan, the
global human antiserum market increased f rom US$281.8 million in 2020 to US$437.6 million in
2025, and is expected to continue to increase to U S$1,399.9 million in 203 0 and US$2,860.7 million
in 2035. The human antiserum market in China increased from US$50.2 million in 2020 to US$64.2
million in 2025, and is expected to continue to in crease to US$190.2 million in 2030 and US$440.5
million in 2035.
We are the largest Human TAT provider in China and globally in terms of sales volume in
2025, with a market share of 65.8% and 45.8%, respectively, according to Frost & Sullivan. Our
total sales volume of Human TAT in 2025 was 29.9 million units, with 13.5 million units sold in
China and 16.4 million units exported to overseas markets. We are also the largest Human TAT
provider in China and globally in terms of revenue in 2025, with a market share of 66.9% and 33.2%,
respectively, according to Frost & Sullivan. W e have consistently dominated the Human TAT
market in China, maintaining a market share of a bove 50% for 19 consecutive years, according to
Frost & Sullivan. During the Track Record Period, our Human TAT has been exported to more than
30 countries and regions in Asia and Africa, accounting for nearly 100% of China’s export volume.
We are the largest Human TAT provider in the Philip pines and Egypt, with market shares of around
90% in terms of sales volume in 2025, according to Frost & Sullivan.
During the Track Record Period, benefiting f rom our successful bid under the VBP scheme for
Human TAT, established distribution network and strong market recognition in the domestic
market, and the continued growth of export sale s in overseas markets, our business experienced
strong growth. Our total revenue increased f rom RMB198.0 million in 2023 to RMB235.4 million in
2025. Our profit for the year also surged fro m RMB55.5 million in 2023 to RMB94.8 million in 2025.
However, we expect our net profit for the year ending December 31, 2026 to substantially decrease as
compared to 2025. For more details, please see ‘‘— Recent Developments’’ in this section.
SUMMARY
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We have built a synergistic portfolio of human and veterinary pharmaceutical products. In addition to Human TAT, our existing products
include veterinary tetanus antitoxin and pregnant mare serum gonadotropin (‘‘ PMSG ’’) which are poised for market launch upon completion of
re-registration of marketing approvals. We have also built a diversified pipeline targeting various market se gments, including a series of human
snake antivenoms, equine rabies immunoglobulin F(ab’) 2, and a variety of veterinary anti-infective drugs. The following chart summarizes the
development status of our major existing products and product candidates as of the Latest Practicable Date:
Product
For Human Use
Human tetanus antitoxin
Agkistrodon halys
antivenom
Agkistrodon acutus
antivenom
Polyvalent snake
antivenom
Equine rabies
immunoglobulin F(ab’)2
Veterinary tetanus
antitoxin(2)
PMSG(2)
Bursal peptide injection(3)
Pig spleen transfer factor(3)
Recombinant porcine
interferon α(3)
Antiserum product
Antiserum product
Antiserum product
Antiserum product
Antiserum product
Antiserum product
Serum-derived
product
Anti-infective drug
Anti-infective drug
Anti-infective drug
For Human Use For Veterinary Use
Tetanus infection
Agkistrodon halys venom infection
Agkistrodon acutus venom
infection
Multiple types of
snake venom infections
Rabies virus infection
Animal tetanus infection
Promotion of livestock follicular
development and breeding
management
Enhancement of humoral immune
function in pigs and chickens
Enhancement of cellular immune
function in pigs
Porcine transmissible
gastroenteritis
Internally-
developed
Internally-
developed
Internally-
developed
Internally-
developed
Internally-
developed
Internally-
developed
Internally-
developed
Licensed-in
Licensed-in
Licensed-in China, MOA
China, MOA
China, MOA
China, MOA
China, MOA
China, NMPA
China, NMPA
China, NMPA
China, NMPA
China, NMPA(4)
Phase I clinical completed
Phase I clinical trial ongoing since December 2025
Process research ongoing
Process research ongoing
Initiate Phase II clinical trial
in June 2026
/
Complete Phase I clinical trial
in June 2026
Complete process research
in 2027
Complete process research
in 2027
Obtain marketing
approval in June 2026
Obtain new veterinary drug
certificate in July 2026
Market launch in Q4 2026
Submit new veterinary drug
application in September 2026
For Veterinary Use
Type Indication
Internally
developed/
Licensed-in
Process
Research
Preclinical/
IND Clinical(1)
Application/
Reregistration for
Marketing Approval
Marketing Approval Upcoming Milestone
Global
Global
Global
Global
Global
Global
Global
Global
Global
Global
Commercial Rights
Targeted Jurisdictions
and
Competent Authorities
Marketing approval obtained and commercialized
NVDA filed
Marketing approval obtained in September 2025
Preparation for NVDA
Re-registration application submitted
Re-registration application approved in March 2026 Market launch in July 2026
Abbreviations: NMPA = the National Medical Products Administration of the PRC ( 中華人民共和國國家藥品監督管理局), the successor to the China Food and Drug
Administration ( 國家食品藥品監督管理總局); MOA = Ministry of Agriculture and Rural Affairs of the PRC ( 中華人民共和國農業農村部); NVDA = new veterinary drug
application.
Notes:
(1) Development of human pharmaceutical products typically progresses th rough multiple phases (generally from Phase I to Phase III) of clinical tri als before new drug
application (‘‘NDA’’) submissions, while the development process of biological veterinary pharmaceutical products does not necessarily need to go through Phase I to
Phase III clinical trials and therefore offers veterinary dr ug developers more flexibilit y in clinical trial designs.
(2) Our veterinary TAT and PMSG, as well as certain hormonal pharmaceutical drugs designed to complement or support PMSG treatments, are poised for ma rket launch
upon completion of re-registration of marketing approvals. Chifeng Bo-en Pharmaceutical, which became our subsidiary in 2020, obtained marketing approvals in
China for veterinary TAT and PMSG in 2018, which expired in 2023. Following th e acquisition, we decided to redesign the veterinary drug manufacturing facility in
Chifeng with technological upgrades and process improvements, which are necessary to comply with certain more stringent quality standards require db yt h el a t e s t
version Chinese Veterinary Pharmacopoeia issue d by the Ministry of Agriculture and Rural Affairs of the PRC in 2020. As a result, the production has be en suspended
since early 2021, and the marketing approvals were not renewed upon expirati on. We had submitted re-registration application for veterinary TAT in C hina and expect
to receive the approval in June 2026. We received the re-registration approval for PMSG in March 2026.
(3) We have in-licensed the manufacturing a nd commercialization rights to these pro duct candidates on a non-exclusive basis.
(4) In addition to the domestic sales, our Human TAT has been exported to more than 30 countries and regions in Asia an dA f r i c ad u r i n gt h eT r a c kR e c o r dP e riod.
SUMMARY
–2–


--- page 12 ---
We are one of the few antiserum companies in China and globally to achieve full-industry-chain
integration, according to Frost & Sullivan, with end -to-end capabilities spanning the entire industry
value chain — from animal farming and breeding, antigen development and testing, host animal
immunization, immunized plasma collection to antib ody purification and formulation. Our animal
immunization and antiserum prepar ation processes are underscored by a comprehensive technology
platform, which integrates advanced purificati on and formulation technologies and allows us to
maintain high technical barriers and ensure s the quality and efficacy of our products.
We have the largest equine breeding and immuni zed plasma collection facility operated in
accordance with the GMP standard in China, ensuri n gas t a b l es u p p l yo fh i g h - q u a l i t yr a wm a t e r i a l s
for our antiserum and serum-derived products. We have established in-house manufacturing
facilities for human and veterinary pharmaceutica l products to ensure scalability, quality, and cost
efficiency.
The following map illustrates the geographical d istribution of our key production facilities and
operational bases as of December 31, 2025 :
Inner Mongolia Ñ Chifeng
Production of veterinary pharmaceutical products
Jiangxi Ñ Ji’an
Production of human pharmaceutical products
Shenzhen
R&D center (under construction)
Hainan
Provision of technical services for
pharmaceutical R&D
Gansu Ñ Zhangye
Horse breeding and plasma collection
South China Sea
We maintain a global sales and distribution n etwork. This network ensures broad market
coverage and efficient delivery of our products to over 27,000 medical institutions, including over
1,700 tertiary medical institutions.
OUR COMPETITIVE STRENGTHS
We believe that we have the follo wing competitive strengths:
. A fully integrated antiserum platform comp any, driven by a synergistic portfolio of
human and veterinary pharmaceutical product s and well-positioned to capture significant
global market opportunities
. A differentiated pipeline of human and veter inary pharmaceutical product candidates
targeting growing market segments, creating significant opportunities for revenue growth
. A comprehensive technology platform, enabl ing continuous optimization and innovation
of animal immunization and antiserum preparation processes
. Well-established commercial capabilities w ith global sales and distribution network
. Distinct full-industry-chain capabilities wit h rigorous quality control system, ensuring
stable supply and cost efficiency
. Experienced management team with profound industry insight
OUR BUSINESS STRATEGIES
We plan to implement the following strategies:
. Further solidify our leadership position in the Human TAT market
. Rapidly advance the development of human antiserum product pipeline
. Accelerate the development and market penetration of our veterinary pharmaceutical
product offering
. Further optimize our technologies and proce sses to enhance product quality and efficacy
. Further enhance our full-industry-chain capabilities
SUMMARY
–3–


--- page 13 ---
OUR PRODUCTS AND SERVICES
During the Track Record Period, our principal source of revenue was the sales of Human TAT,
which accounted for 93.0%, 93.3% and 96.4% of our t otal revenue for the years ended December 31,
2023, 2024 and 2025, respectively. In addition to the sales of Human TAT, we generated revenue
from the sales of other products and the provision of technical services. The revenue from the sales
of other products represented 1.4%, 3.4% and 1.2% of our total revenue in 2023, 2024 and 2025,
respectively, while the revenue from technical services accounted for 5.6%, 3.3% and 2.4% of our
total revenue in 2023, 2024 and 2025, respectively.
Our Existing Product Portfolio
Human TAT
Human TAT is an antiserum product containing antibodies to prevent and treat tetanus, an
acute infection caused by Clostridium tetani . It is primarily used for tetanus prophylaxis in high-risk
individuals and treatment of patients with tet anus symptoms. Our Human TAT is listed in Part A of
the NRDL ( 國家甲類醫保品種), the National Essential Drug List ( 國家基本藥目錄) and National
Emergency and Rescue Drugs Directory ( 國家急（搶）救藥品目錄), and is well recognized for its
stable quality, reliability, and ease of adminis tration. With its proven efficacy and affordable
pricing, it has gained widespread a cceptance in clinical practice.
In 1997, Jiangxi Institute of Biological Products ( 江西生物製品研究所), to which the history of
our Group can be traced back, obtained the marke ting approval for Human TAT from the relevant
government authority in China. In 2023, 2024 and 2025, the sales revenue of our Human TAT
amounted to RMB184.1 million, RMB205.9 million and RMB226.8 million, respectively,
representing a CAGR of 11.0%. In 2025, our t otal sales volume of Human TAT was 29.9 million
units, comprising 13.5 million units sold in Ch ina and 16.4 million units exported to overseas
markets through domestic and overseas distributors. Our Human TAT is administered via
intramuscular or subcutaneous in jection, with a protective per iod of approximately two weeks.
The tetanus passive immunity market has exhib ited robust growth momentum. According to
Frost & Sullivan, the global tetanus passive immuni ty market increased from US$222.5 million in
2020 to US$325.4 million in 2025, an d is expected to continue to in crease to US$1,058.6 million in
2035. The tetanus passive immunity market in China increased from US$162.0 million in 2020 to
US$224.4 million in 2025, and is f orecasted to continue to incr ease to US$344.0 million in 2035.
According to Frost & Sullivan, the global Huma n TAT market increased from US$60.1 million in
2020 to US$95.1 million in 2025, and is expected to c ontinue to increase t o US$439.5 million in 2035.
The Human TAT market in China increased f rom US$21.8 million in 2020 to US$34.4 million in
2025 with a CAGR of 9.5%, and is expected to c ontinue to increase to US$61.2 million in 2035.
Other Existing Products
Our existing products also include a number of vet erinary pharmaceutical products, including
veterinary tetanus antitoxin and PMSG, as well as certain hormonal pharmaceutical drugs designed
to complement or support PMSG treatments. These products are poised for market launch upon
completion of re-registration of marketing appr ovals. Additionally, we sold certain veterinary
pharmaceutical products sourced from third-part y suppliers during the Track Record Period. This
interim procurement strategy was essential to ensu re uninterrupted supply to our customers, thereby
maintaining customer relationships. We do not ex pect the sales of third-party products to increase
significantly going forward, because we expect to launch our veterinary tetanus antitoxin and PMSG
in July 2026.
Veterinary Tetanus Antitoxin
Our veterinary tetanus antitoxin is designed to prevent and treat tetanus infections in animals,
particularly in cases of trauma or surgery wh ere the risk of tetanus infection is higher. By
neutralizing the tetanus toxin and preventin g its impact on the animal’s nervous system, our
veterinary tetanus antitoxin provid es rapid passive immune protection.
Chifeng Bo-en Pharmaceutical (which has become a subsidiary of the Company since 2020)
previously obtained marketing approval for vete rinary tetanus antitoxin in China in 2018, and such
marketing approvals expired in 2023. We complete d the establishment of a new production line for
veterinary tetanus antitoxin with technological upgrades and process improvements in September
2025, and submitted an application for re-registr ation of marketing approval in China in January
2026. We expect to receive the re-registration approval in June 2026. For more details, please see
‘‘Business — Our Products and Services — Our Existing Product Portfolio — Veterinary Tetanus
Antitoxin.’’
SUMMARY
–4–


--- page 14 ---
PMSG
PMSG is a complex glycoprotein hormone derived from the serum of pregnant mares. It is a
serum-derived product which has been widely us ed to enhance reproductive performance and
management of livestock.
Chifeng Bo-en Pharmaceutical previously obtained marketing approvals for PMSG active
pharmaceutical ingredients (‘‘ API’’) and injection in China in 2019 and 2018, respectively, and such
marketing approvals expired in 2024 and 2023. In ad dition to our existing production line, we will
establish a new production line for PMSG with technological upgrades and process improvements to
ensure compliance with both the latest version Chinese Veterinary Pharmacopoeia and EU GMP
standards. We received the re-registration ap proval for PMSG in March 2026. We aim to launch our
PMSG in July 2026 and will also explore various export markets. For more details, please see
‘‘Business — Our Products and Services — Our Existing Product Portfolio — PMSG.’’
Our Pipeline Products Under Development
We are expanding our portfolio of human antiserum products and are developing snakebite
antivenoms and equine rab ies immunoglobulin F(ab’) 2. In addition, we have in-licensed the
manufacturing and commercialization rights to a pipeline of veterinary anti-infective drugs.
For human products under development, our pipeline includes (i) snake antivenom candidates,
namely agkistrodon halys antivenom, agkistrodon acutus antivenom and polyvalent snake
antivenom, and (ii) equine rabies immunoglobulin F(ab’) 2. We expect to initiate a Phase II
clinical trial for agkistrodon halys antivenom in J une 2026 and submit an application for marketing
approval in late 2027. We are currently conducting a Phase I clinical trial for agkistrodon acutus
antivenom and plan to submit an application for marketing approval in early 2028. Our polyvalent
snake antivenom and equine r abies immunoglobulin F(ab’) 2 are currently in process research, and
we expect to file IND applications fo r both product candidates in 2029.
For veterinary pharmaceutical products under development, we have in-licensed the
manufacturing and commercializat ion rights to a pipeline of veterinary anti-infective drugs,
including bursal peptide injection, pig spleen transfer factor and recombinant porcine interferon- α
(‘‘rPoIFN-α’’). We received the new veterinary drug registration certificate for pig spleen transfer
factor in September 2025 and expect to commence commercialization in the fourth quarter of 2026.
We have submitted an NVDA for bursal peptide injection and expect to obtain the new veterinary
drug registration certificate in July 2026. For rPoIFN- α, the licensor has completed clinical studies
and is expected to submit an NVDA in September 2026.
For more details, please see ‘‘Business — Our Products and Services — Our Pipeline Products
Under Development.’’
Technical Services
In addition to the sales of pharmaceutical products, we also generated revenue through
technical services provided by our subsidiary, H ainan Pharmaceutical Research Institute. These
services include pharmaceutical testing and inspection, pharmaceutical R&D, drug safety
evaluations, and related technical services. Our revenue from these technical services amounted to
RMB11.1 million, RMB7.4 million and RMB5.6 million for the years ended December 31, 2023,
2024, and 2025, respectively, accounting for 5.6 %, 3.3% and 2.4% of total revenue during the same
periods.
RESEARCH AND DEVELOPMENT
Our research and development efforts are strategically centered on advancing animal-derived
polyclonal antibody therapeutics, with a particular emphasis on the research and innovation of
antiserum products. We primarily concentrate on antigen development, animal immunization, and
antibody purification technologies to enhance pr oduct safety, efficacy, and scalability. Leveraging
our proprietary platform techno logies and vertically integrated supply chain, we aim to address
critical unmet medical needs in biotoxin neutr alization and infectious disease treatment.
We have a dedicated in-house R&D team compri sing 43 full-time members as of December 31,
2025. For more details, please see ‘‘Business — Research and Development.’’
SALES, MARKETING AND DISTRIBUTION
In line with industry practice, we adopt a distri butorship model and we generally do not sell our
products directly to hospitals or other medical institutions. As of December 31, 2025, we have a total
of 421 distributors, who are our dire ct customers, and are responsibl e for on-selling and delivering
our products to hospitals and other medical institutions.
SUMMARY
–5–


--- page 15 ---
During the Track Record Period, we primarily so ld our products to domestic distributors in
China, who are pharmaceutical co mmercial companies based in China and subsequently distributed
our products to hospitals and other medical institutions in China. In addition, we also sold products
to domestic distributors for export sales and dir ectly export products t o overseas distributors,
primarily targeting Southeast Asian and African m arkets. For more details, please see ‘‘Business —
Sales, Marketing and Distribution.’’
OUR CUSTOMERS
During the Track Record Period, s ubstantially all of our revenue was derived from the sales of
Human TAT. Our customers for Human TAT were dist ributors. End customers primarily comprised
public hospitals, private hospitals, clinics and ot her medical institutions. During the Track Record
Period, our five largest customers in each ye ar generated RMB58.0 million, RMB64.4 million and
RMB77.8 million of revenue in 2023, 2024 and 2025, respectively, accounting for 29.3%, 29.2% and
33.1% of our total revenue for the same years, resp ectively. Revenue generated from our largest
customer in each year was RMB18.5 million, RM B28.6 million and RMB27.1 million in 2023, 2024
and 2025, respectively, representing 9.3%, 13.0% and 11.5% of our total revenue for the
corresponding periods.
OUR SUPPLIERS
The key material used in the manufacturing of Human TAT is immunized equine plasma, which
we primarily produced in house. During the Track Record Period, we primarily procured horses,
fodder, and pharmaceutical packaging materials f rom suppliers in China. Ad ditionally, we engaged
third-party promoters and CROs to support our operations. During the Track Record Period,
purchases from our five largest suppliers in ea ch year amounted to RMB26.2 million, RMB15.1
million and RMB14.2 million for the years ended Decem ber 31, 2023, 2024 and 2025, respectively,
accounting for 35.7%, 22.8% and 21.3% of our total purchases for the same years, respectively. Our
purchases from our largest supplier in each y ear were RMB8.9 million, RMB3.7 million and RMB3.9
million for the years ended December 31, 2023, 2024 and 2025, respectively, representing 12.2%,
5.6% and 5.8% of our total purchases for the corresponding periods.
PRICING
We have developed and implemented a reasonable pricing strategy for our marketed product,
Human TAT, to maintain its competitiveness and pr ofitability. During the Track Record Period, the
selling price of our Human TAT for domestic sales was also influenced by regulations and policies in
the pharmaceutical industry, including the introduction of the volume-based procurement (‘‘ VBP’’)
program. For details of the average selling prices o f our products, see ‘‘Financial Information —
Description of Components of Consolidated Statements of Profit or Loss and Other Comprehensive
Income — Revenue.’’
In August 2023, our Human TAT participated in th e centralized VBP scheme organized by the
Beijing-Tianjin-Hebei pharmaceut ical alliance and was selected a s the exclusive winner with an
allocated share of 100%. We successfully renewed o ur participation in suc h VBP scheme in February
2026, and the renewed procurement cycle has a term of two years. In December 2023, our Human
TAT participated in the centralized VBP scheme for ‘‘Shortage and Emergency Rescue Products’’ led
by Guangdong Province, covering 27 provinces an d cities. We won the top bid, with an allocated
share of 72%. The winning of bids of our Human TAT in the VBP schemes led to increases in our
average selling prices of Human TAT to distributo rs in Domestic Sales. Specifically, our successful
bids under the VBP schemes enhanced our bargaining power with distributors, allowing us to achieve
higher average selling prices.
The period of inclusion in the VBP schemes is gen erally three years. The table below sets forth
the revenue generated from the Domestic Sale s of Human TAT under the VBP schemes during the
T r a c kR e c o r dP e r i o d :
Year Ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
VBP scheme 4,426 87,325 135,726
Non-VBP scheme 130,525 74,587 29,693
Total 134,951 161,912 165,419
SUMMARY
–6–


--- page 16 ---
Calculated as revenue generated from the Domestic Sales of Human TAT under the VBP
schemes divided by the total revenue generated from the Domestic Sales of Human TAT, our VBP
coverage rate increased from 3.3% in 2023 to 53.9% in 2024 and further to 82.0% in 2025. The
significant increases in 2024 and 2025 were prima rily due to the winning of bids of our Human TAT
in the abovementioned VBP schemes in the second half of 2023, with sales under VBP schemes
gradually increasing thereafter. The continued increase in the revenue generated under the VBP
scheme during the Track Record Period was mainl y attributable to the gradual implementation of
VBP arrangements across different provinces an d the gradual utilization of the end customers’
existing non-VBP inventory during the transition period.
The table below sets forth the sales volume an d average selling price for the sales of Human
TAT under the VBP schemes during the Track Record Period:
Year Ended December 31,
2023 2024 2025
Sales
Volume
Average
Selling
Price (1)
Sales
Volume
Average
Selling
Price (1)
Sales
Volume
Average
Selling
Price (1)
Units’000 RMB/unit Units’000 RMB/unit Units’000 RMB/unit
VBP scheme 548 8.1 7,091 12.3 10,881 12.5
Non-VBP scheme 12,670 10.3 6,119 12.2 2,619 11.3
Total 13,218 10.2 13,209 12.3 13,500 12.3
Note:
(1) Average selling price is the price for sales to our dist ributors. The VBP scheme is implemented on a regional
b a s i s ,a n ds u c ha v e r a g es e l l i n gp r i c ei ne a c hr e g i o ni sa f f e c t e db yf a c t o r sb e y o n dV B Ps c h e m e ,i n c l u d i n gt h e
Two-Invoice System.
Once a drug is included in a VBP scheme, its pri ce and baseline sales volume for supply to
public hospitals are determined under the scheme. However, the VBP scheme only specifies the
purchase prices payable by hospitals while the prices payable by distributors to manufacturers are
determined through separate commercial negot iations. As our Human TAT was selected as the
exclusive winner with an allocated share of 100 % or won the top bid with an allocated share of 72%
in the centralized VBP schemes led by certain prov inces and cities. Consequently, they did not need
to devote significant resources to market maintenance, which strengthened our bargaining power
and enabled us to achieve higher average selling prices to distributors. In non-VBP regions, we
adopted relatively more flexible distribution a rrangements to improve market penetration and
coverage, which generally resulted in relatively lower average selling prices to distributors in 2025.
Pursuant to the Announcement of the Ministry of Finance and the State Taxation
Administration on Matters Concerning the Transit ion of VAT Preferential Policies Following the
Implementation of the Law on Value-Added Tax (Announcement No. 10 of 2026) (the
‘‘Announcement for VAT ’’), effective from January 1, 2026, Human TAT became subject to a
value-added tax rate of 13%, as compared to 3% previously. For more details, please see
‘‘Regulatory Overview — Laws and Regulations R elating to Taxation — VAT.’’ As a result of this
policy change, the overall tax burden associat ed with the sales of Human TAT for our Domestic
Sales has increased. Given that the sales prices of Human TAT for supply to public hospitals are
fixed under the VBP schemes, a portion of such increase was absorbed by us through pricing
adjustments with distributors, which resulted i n a reduction in our avera ge selling price of Human
TAT and exerted downward pressure on its gross profit margin. The extent of such impact will
depend on a number of factors, including market acceptance of pricing adjustments, competitive
dynamics, sales mix and our ability to improve oper ating efficiency. To mitigate the impact of the
higher VAT rate, we intend to continue expandin g the market penetration of Human TAT in China
through broader market coverage and enhanced co mmercialization efforts. We also plan to further
optimize our manufacturing processes, improve prod uction efficiency and strengthen cost-control
initiatives across our supply chain and operat ions. In addition, we will continue to leverage
economies of scale as sales volume grows and continue to diversify our product portfolio. Through
these measures, we aim to partially offset the adv erse effects of the VAT rate increase and maintain
our long-term competitiveness and profitability.
SUMMARY HISTORICAL FI NANCIAL INF ORMATION
The following tables set forth summary financial data from our consolidated financial
information for the Track Record Period, extracted from the Accountants’ Report as set forth in
Appendix I to this prospectus.
SUMMARY
–7–


--- page 17 ---
Summary of Our Consolidated Statements of Profit or Loss
Year Ended December 31,
2023 2024 2025
Results
before
biological
assets and
agricultural
produce
fair value
adjustments
Biological
assets and
agricultural
produce
fair value
adjustments Total
Results
before
biological
assets and
agricultural
produce
fair value
adjustments
Biological
assets and
agricultural
produce
fair value
adjustments Total
Results
before
biological
assets and
agricultural
produce
fair value
adjustments
Biological
assets and
agricultural
produce
fair value
adjustments Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenue 198,021 — 198,021 220,755 — 220,755 235,408 — 235,408
Cost of sales/services (49,027) (14,689)* (63,716) (52,634) (12,981)* (65,615) (41,323) (13,399) (54,722)
Gross profit 148,994 (14,689) 134,305 168,121 (12,981) 155,140 194,085 (13,399) 180,686
Other income 2,144 — 2,144 3,538 — 3,538 4,580 — 4,580
Impairment losses under
expected credit loss
model, net of reversal 333 — 333 118 — 118 (2,491) — (2,491)
Other gains and losses 393 — 393 114 — 114 3,664 — 3,664
Research and development
expenses (24,231) — (24,231) (13,681) — (13,681) (23,700) — (23,700)
Distribution and selling
expenses (33,028) — (33,028) (26,860) — (26,860) (22,345) — (22,345)
Administrative expenses (29,158) — (29,158) (32,346) — (32,346) (31,106) — (31,106)
Finance costs (667) — (667) (2,226) — (2,226) (34) — (34)
Gains arising on initial
recognition of
agricultural produce at
fair value less costs to sell
at the point of harvest — 16,474 16,474 — 17,954 17,954 — 21,277 21,277
Loss arising from changes in
fair value less costs to sell
of biological assets — (2,971) (2,971) — (6,326) (6,326) — (2,893) (2,893)
Listing expense — — — (3,660) — (3,660) (18,376) — (18,376)
Profit before tax 64,780 (1,186) 63,594 93,118 (1,353) 91,765 104,277 4,985 109,262
Income tax expense (8,113) — (8,113) (16,625) — (16,625) (14,468) — (14,468)
Profit for the year 56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794
Note:
* Primarily includes the effect of agricultural produce fair va lue adjustments, which arise from the difference between the
fair value less costs to sell at the point of harvest of agric ultural produce, such as equine plasma, and the actual costs
incurred and allocated t o it during production.
NON-IFRS MEASURE
We define ‘‘adjusted net profit (a non-IFRS measu re)’’ as profit for the year adjusted for listing
expenses. The listing expenses were incurred rela ted to the Global Offering. We also believe that the
non-IFRS financial measure provides useful information to investors and others in understanding
and evaluating our consolidated results of operati ons and financial positions in the same manner as
our management and in comparing financial results across accounting periods. The non-IFRS
measure should not be considered in isolation or c onstrued as alternatives to their most directly
comparable financial measures prepared in acc ordance with the IFRS. The non-IFRS financial
measure is not defined under the IFRS and are not presented in accordance with the IFRS. The
non-IFRS financial measure has limitations as anal ytical tools. One of the key limitations of using
the non-IFRS financial measure is that it does not reflect all items of income and expense that affect
our operations. Investors are encouraged to compa re the historical non-IFRS measure to the most
directly comparable IFRS measure. The non-IFRS measure presented here may not be comparable
to similarly titled measures presented by other com panies. Other companies may calculate similarly
titled measures differently, limiting their usef ulness as comparative measures to our data. We
encourage investors and others to review our financial information in its entirety and not rely on a
single financial measure. The following table r econciles our adjusted net profit (a non-IFRS
measure) to profit for the year.
Year Ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit for the year/period 55,481 75,140 94,794
Added back:
Listing expenses — 3,660 18,376
Adjusted net profit (a non-IFRS measure) 55,481 78,800 113,170
SUMMARY
–8–


--- page 18 ---
Revenue
During the Track Record Period, we gener ated revenue primarily from the sale of
pharmaceutical and other products and the provi sion of technical services. Our total revenue
increased from RMB198.0 million in 2023 to RMB 220.8 million in 2024, and further to RMB235.4
million in 2025. This growth was primarily driven by the increases in revenue from the sales of
Human TAT, which increased from RMB184. 1 million in 2023 to RMB205.9 million in 2024 and
RMB226.8 million in 2025. The increase in revenu e in 2024 was primarily due to the increase in
revenue from domestic sales, mainly attributable to the increase in the average selling price from
RMB10.2 per unit in 2023 to RMB12.3 per unit in 2024. The increase in revenue in 2025 was
primarily driven by the increase in revenue from ex port sales mainly in relation to the increasing
sales in Philippines and Egypt.
The following table sets forth a breakdown of our revenue by business segment, in absolute
amount and as a percentage of our total revenue, for the years indicated:
Year Ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Sale of pharmaceutical and other
products
Human TAT 184,069 93.0 205,901 93.3 226,834 96.4
Others* 2,888 1.4 7,487 3.4 3,002 1.2
Subtotal 186,957 94.4 213,388 96.7 229,836 97.6
Technical service income 11,064 5.6 7,367 3.3 5,572 2.4
Total 198,021 100.0 220,755 100.0 235,408 100.0
Note:
* Primarily includes certain veterinary pharmaceuti cal products we sourced from third-party suppliers
For a detailed description of other products, see ‘‘Business — Our Products and Services — Our
Existing Product Portfolio — Other Existing Products’’ of this prospectus.
Sales of Human TAT
Domestic sales (‘‘ Domestic Sales ’’) refer to sales to domestic distributors who subsequently
distribute our products to hospitals and other medical institutions in China. In addition to domestic
Sales, we sell products to domestic distributors for export sales (‘‘ Indirect Export Sales ’’) and directly
export products to overseas distributors (‘‘ Direct Export Sales ’’, together with Indirect Export Sales,
‘‘Export Sales ’’). For Export Sales, our distributors are generally responsible for managing customs
clearance procedures in the target importing countries. The following table sets forth a breakdown of
our revenue from sale of Human TAT by geographical markets for the years indicated.
Year Ended December 31,
2023 2024 2025
Revenue
Sales
volume (1)
Average
selling price Revenue
Sales
volume (1)
Average
selling price Revenue
Sales
volume (1)
Average
selling price
RMB’000 Units ’000 RMB/Unit RMB’000 Unit’000 RMB/Unit RMB’000 Unit’000 RMB/Unit
Domestic Sales 134,951 13,218 10.2 161,912 13,209 12.3 165,419 13,500 12.3
Export Sales
Indirect Export Sales (3) 46,099 13,155 3.5 35,966 9,836 3.7 48,981 13,139 3.7
Direct Export Sales (4) 3,019 848 3.6 8,023 2,406 3.3 12,434 3,235 3.8
Export Sales, Subtotal/
Sub-average 49,118 14,003 3.5 43,989 12,242 3.6 61,415 16,374 3.8
Total 184,069 27,221 N/M (2) 205,901 25,451 N/M (2) 226,834 29,874 N/M
Notes:
(1) Unless stated otherwise, sales volume of Human TAT produc t with different specificati ons are calculated based on the
assumption that one unit contains 1,500 IU of active ingredient of antitoxin.
(2) The average selling price of Human TAT, when considerin g both Domestic Sales and Export Sales, is not meaningful
because it is merely a weighted average of total revenue and total sales volume of Human TAT.
(3) Mainly include Philippines, India, Et hiopia, Egypt, Bangladesh and Cameroon.
(4) Mainly include Philippines, the Democ ratic Republic of the Congo and Cameroon.
(5) For Indirect Export Sales, this geographic breakdown reflects the target importing countries of our domestic
distributors. For Direct Export Sales, this geographic breakdown reflects the coun t r i e sw h e r eo u ro v e r s e a sd i s t r i b u t o r s
are located.
SUMMARY
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During the Track Record Period, our Export Sa les of Human TAT primarily served Southeast
Asian and African markets, which are characterized by relatively low purchasing power. Out of
humanitarian considerations and as part of our st rategic efforts to establish an early presence in
these markets, we have set lower selling prices for Export Sales compared to Domestic Sales.
For Domestic Sales, the increase in the avera ge selling price in 2024 was mainly supported by
improved pricing power due to our established distribution network, product competitiveness and
customer recognition. The winning of bids of our Human TAT in the VBP schemes provided a high
degree of transparency and certainty in sales volume and also enabled us to negotiate more favorable
pricing terms with distributors. Although our Human TAT was included in the provincial VBP
schemes, our sales volume remained stable in 2024 primarily because the procurement volumes under
the VBP schemes are generally determined based on the historical usage reported by participating
medical institutions, which provides a high degree of transparency and certainty in order quantities
but has limited impacts on the immediate growth in tot al sales volume. Accordingly, the inclusion in
the VBP schemes mainly led to price adjustments an d improved order stability, while the expansion
of market demand continued to depend on our proactive marketing initiatives. In 2025, our revenue,
sales volume and average selling prices for Domestic S ales remained relatively stable. For our Export
Sales, the sales volume decrease in 2024, mainly attrib utable to a significant increase in international
shipping costs. Such increase prompted many distributors to adopt a wait-and-see approach and
delayed their purchases. In 2025, our revenue, sales volume a nd average selling prices for Export
Sales increased. As our overseas markets continu ed to expand, the Company appropriately adjusted
the pricing of new purchase orders, resulting i n a slight increase in the average selling price.
Gross Profit and Gross Profit Margin
Our gross profit represents our revenue less our cost of sales/services, and our gross profit
margin represents our gross profit as a percentage of our revenue. Our gross profit amounted to
RMB134.3 million, RMB155.1 million and RMB1 80.7 million for the years ended December 31,
2023, 2024 and 2025, respectively, while our gro ss profit margin amounted to 67.8%, 70.3% and
76.8% during the same periods. During the Track Record Period, we primarily derived gross profit
from sales of Human TAT, which amounte d to RMB134.4 million, RMB163.2 million and
RMB178.9 million for the years ended Decembe r 31, 2023, 2024 and 2025, respectively.
Gross Profit and Gross Profit Margin by Business Segment
The following table sets forth a breakdown of ou r gross profit/(loss) and gross profit/(loss)
margin by business segment for the periods indicated:
Year Ended December 31,
2023 2024 2025
Gross
profit/(loss)
Gross
profit/(loss)
margin
Gross
profit/(loss)
Gross
profit/(loss)
margin
Gross
profit/(loss)
Gross
profit/(loss)
margin
RMB’000 % RMB’000 % RMB’000 %
Sales of Human TAT
Domestic Sales 110,351 81.8 136,450 84.3 145,674 88.1
Export Sales 24,081 49.0 26,758 60.8 33,256 54.1
Subtotal, sales of Human TAT 134,432 73.0 163,208 79.3 178,930 78.9
Other products * (1,993) (69.0) (9,537) (127.4) 863 28.7
Subtotal, sales of pharmaceutical and
other products 132,439 70.8 153,671 72.0 179,793 78.2
Technical services 1,866 16.9 1,469 19.9 893 16.0
Total/Average 134,305 67.8 155,140 70.3 180,686 76.8
Note:
* Primarily includes certain veterinary pharmaceuti cal products we sourced from third-party suppliers.
During the Track Record Period, our gross profi t increased significantly, which were in line
with our revenue growth.
Our gross profit for sales of Human TAT am ounted to RMB134.4 million, RMB163.2 million
and RMB178.9 million for the years ended Decembe r 31, 2023, 2024 and 20 25, respectively. Our
gross profit margin for sales of Human TAT was 73.0%, 79.3% and 78.9% for the same periods,
respectively. Gross profit from Domestic Sale s of Human TAT increased from RMB110.4 million in
2023 to RMB136.5 million in 2024, and further to RMB145.7 million in 2025. Average selling price
SUMMARY
–1 0–


--- page 20 ---
of our Human TAT for Domestic Sales increased from RMB10.2 per unit in 2023 to RMB12.3 per
unit in 2024, following the implementation of VBP scheme, as the pricing dynamic under the VBP
scheme has positively impacted p roduct pricing, and then remained relatively stable at RMB12.3 per
unit in 2025. Gross profit margin for Domestic Sales increased from 81.8% in 2023 to 84.3% in 2024,
primarily due to the increase in average selling price of Human TAT for Domestic Sales, as well as
lower cost of horse plasma driven by the recovery i n the antibody titer level of horse plasma used for
production in 2024. In particular, during the COVID-19 pandemic in 2022, we faced temporary
challenges in procuring new horses and renewi ng the herd. As a result, both the immunization
success rate and plasma antibody titer level use d for the production were relatively low in 2023,
leading to relatively high costs in relation to horse plasma. However, as this situation improves, our
costs in relation to horse plasma correspondingly decreased in 2024. The gross profit margin for
Domestic Sales increased from 84.3% in 2024 to 88. 1% in 2025,which was mainly attributable to the
sale of inventory produced in the prior year with l ower unit production costs. Specifically, in
preparation for the launch of new vial packaging, a portion of Human TAT with old packaging
intended for Domestic Sales prior to the launch in 2025 was produced in advance at the end of 2024,
resulting in a higher production volume in 2024 and lower unit production costs for such inventory.
Gross profit from Export Sales increased f rom RMB24.1 million in 2023 to RMB26.8 million in
2024, and further to RMB33.3 million in 2025. The gro ss profit margin for Export Sales increased
from 49.0% in 2023 to 60.8% in 2024, primarily due to lower costs in relation to horse plasma used
for production in 2024 as mentioned above. Our gro ss profit margin for Export Sales decreased to
54.1% in 2025, primarily due to higher unit product ion costs of the inventory sold. Unlike Domestic
Sales, a significant portion of which were genera ted from the lower-cost in ventory produced in 2024,
Export Sales in 2025 were mainly generated from in ventory produced in 2025. Products for Export
Sales are generally manufactured after receivi ng customer orders due to customers’ customized
specifications and packaging requirements. Due t o the relatively lower production volume in 2025
resulted from the preparation for the launch of new package of Human TAT, fixed production costs
were allocated over a smaller pro duction base, resulting in highe r unit production costs of such
inventory, thereby contributing to the decrease in gross profit margin.
Our gross profit margin for Export Sales was g enerally lower than that for Domestic Sales
during the Track Record Period primarily because our Export Sales of Human TAT mainly served
Southeast Asian and African markets, where we adopt ed relatively competitive pricing strategies to
address lower purchasing power and facilitate market penetration.
Our gross loss for sales of other product s amounted to RMB2.0 million and RMB9.5 million
for the years ended December 31, 2023 and 2024, respectively, with gross loss margins of 69.0% and
127.4% for the respective periods, which were pr imarily due to inventory allowance recognized. A
significant amount of pregnant horse plasma (a ke y raw material for PSMG production) was kept in
inventory and was not utilized during the Track Record Period due to suspension of production of
our own veterinary pharmaceutical production facility, and the inventory allowance was made based
on the difference between its carrying amount a nd the prevailing market price. For more details,
please see ‘‘Financial Information — Descript ion of Components of Consolidated Statements Of
Profit or Loss And Other Comprehensive Income — Cost of Sales/Services.’’ We recorded a gross
profit for sales of other products of RMB0.9 millio n in 2025, with a gross profit margin of 28.7%,
primarily attributable to a decrease in our invento ry allowance as the market value of pregnant horse
plasma increased in 2025.
As a result of our increased gross profit during the Track Record Period, our net profit
increased from RMB55.5 million in 2023 to RMB 75.1 million in 2024, and to RMB94.8 million in
2025.
SUMMARY
–1 1–


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Summary of Our Consolidated Balance Sheets
The table below sets forth selected information f rom our consolidated statements of financial
position as of the dates indicated, which have been extracted from our audited consolidated financial
statements included in Appendix I to this prospectus:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets 308,091 295,441 302,992
Current assets 194,179 192,081 257,288
Current liabilities 139,271 83,364 61,242
Net current assets 54,908 108,717 196,046
Total assets less
current liabilities 362,999 404,158 499,038
Total equity 361,924 403,223 498,017
Non-current liabilities 1,075 935 1,021
Our net current assets increased significant ly from RMB54.9 million as of December 31, 2023
to RMB108.7 million as of December 31, 2024, primar ily due to (i) a decrease of RMB32.1 million in
amounts due to related parties, and (ii) a decrea se of RMB19.9 million in bank borrowings. Our net
current assets increased to RMB196.0 million as o f December 31, 2025, primarily due to (i) an
increase in trade and bills receivables of RMB3 5.4 million, (ii) an increase in cash and cash
equivalents of RMB21.0 million, and (iii) a decrease of RMB11.2 million in trade and other
payables.
Our net assets increased from RMB361.9 millio n as of December 31, 2 023 to RMB403.2 million
as of December 31, 2024, mainly attributable to th e profit for the year of RMB75.1 million, partially
offset by the dividend distribution of RMB40.8 million. Our net assets then increased to RMB498.0
million as of December 31, 2025, primarily attrib utable to the profit for the year of RMB94.8
million.
Summary of Our Statements of Cash Flows
Our use of cash primarily related to investing ac tivities, financing activities and capital
expenditure. We have historically financed our ope rations primarily through a consolidation of cash
flow generated from our operating activities and bank borrowings.
The following table sets forth a summary of our cash flows information for the years indicated:
Year Ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net cash flows from operating activities 68,606 104,055 56,826
Net cash flows used in investing act ivities (1,039) (16,298) (25,031)
Net cash flows used in financing activities (63,293) (91,350) (12,623)
Net increase/(decrease) in cash and cash equivalents 4,274 (3,593) 19,172
Cash and cash equivalents as of the beginning of the year 53,831 58,199 54,673
Effect of foreign exchange rate changes, net 94 67 (17)
Cash and cash equivalents as of the end of the year 58,199 54,673 73,828
COMPETITIVE LANDSCAPE
We face competition from other pharmaceutic al companies, includin g large, established
pharmaceutical companies as well as some smaller emerging pharmaceutical companies. Our
products and product candidates currently mainly focus on antiserum and anti-infective areas, and
we primarily compete with products that are indica ted for similar conditions as our products on the
basis of efficacy, safety, pricing, general market acceptance and recognition. See ‘‘Industry
Overview’’ for more details about the major competitors of our products. For more details
regarding our capabilities, please see ‘‘Business — Competitive Landscape.’’
RISK FACTORS
There are certain risks relating to an investment in our Shares. A detailed discussion of the risk
f a c t o r si ss e tf o r t hi nt h es e c t i o nh e a d e d‘ ‘ R i s kFactors.’’ A summary of key risk factors is set forth
below. Any of the following developments may hav e a material and adverse effect on our business,
financial condition, results of operations and prospects: (i) We may not be able to maintain or
SUMMARY
–1 2–


--- page 22 ---
increase the sales volume, pricing level and pr ofit margin of our Human TAT, and diversify our
product offering structure effectively; (ii) We may n ot be able to compete effectively against current
and future competitors; (iii) Our products may be ex cluded or removed from na tional, provincial, or
other government-sponsored medical insurance pr ograms; (iv) Any reduction, discontinuation or
adverse changes in value-added tax policies may adve rsely affect our pricing, revenue, profitability
and results of operations; (v) If our products are not manufactured to the necessary quality
standards, it could harm our business; (vi) If we ar e not able to obtain sufficient quantities of raw
materials and biological assets of required qualit y at a commercially acceptable cost, our business
could be harmed; and (vii) We may be unable to succe ssfully complete clinical development, obtain
regulatory approval and commercia lize our product candidates, or experience significant delays in
d o i n gs o .Y o us h o u l dr e a dt h ee n t i r es e c t i o nh e a d e d‘ ‘ R i s kF a c t o r s ’ ’i nt h i sp r o s p e c t u sb e f o r ey o u
decide to invest in the Offer Shares.
DIVIDEND
In May 2023 and October 2023, we declared a dividend of RMB10.0 million and RMB76.2
million to the existing shareholders based on the consolidated retained profits as of December 31,
2022. In September 2024, we declared a dividend o f RMB40.8 million to the existing shareholders
based on the consolidated retained profits as of December 31, 2023. As of the Latest Practicable
Date, our declared dividends have been paid in full.
Upon completion of the Global Offering, we may distribute dividends in the form of cash or by
other means permitted by our Articles of Associatio n. Any proposed distribution of dividends shall
be formulated by our Board and will be subject to approval of our Shareholders. There is no
assurance that dividends of any amount will be declared or be distributed in any year. As of the
Latest Practicable Date, we did not have any dividend policy. PRC laws require that dividends be
paid only out of the profit for the year calculated according to PRC accounting principles. We will
pay dividends according to t he applicable PRC laws and our Articles of Association.
OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, Ms. Jing, a n executive Director and the chairperson of our
Board, was able to exercise approximately 76.6 4% voting rights in our Company, through (i)
4,875,000 Shares held by Hainan Zhizheng, and (ii) 203,687,250 Shares held by Qianhai Tianzheng.
Immediately upon completion of the Global Offe ring (assuming the Over-allotment Option is not
exercised), Ms. Jing will be entitled to exercise approximately 67.63% voting rights in our Company.
Therefore, Ms. Jing, Hainan Zhizheng and Qianhai Tianzheng will constitu te a group of Controlling
Shareholders of our Company under the Listing Rules. For further details, see ‘‘Relationship with
Our Controlling Shareholders’’ in this prospectus.
PRE-IPO INVESTMENTS
Our Company obtained three rounds of investments from the Pre-IPO Investors through
subscriptions for increased share capital of o ur Company and raised approximately RMB90.7
million in total. As of the Latest Practicable Date, all the net proceeds from the Pre-IPO Investments
had been utilized. Pursuant to the applicable PRC l aws, all existing Shareholders (including the
Pre-IPO Investors) shall not dispose of any of the Shares held by them within the 12 months
following the Listing Date. For details, see ‘‘Histo ry, Development and Corporate Structure — The
Pre-IPO Investments — (1) Principal Terms of th e Pre-IPO Investments’’ in this prospectus.
CONTINUING CONNECTED TRANSACTIONS
We have entered into certain transactions wh ich will constitute fu lly exempt continuing
connected transactions under Chapter 14A of the Listing Rules upon Listing. Further particulars of
such transactions are set out in the section headed ‘‘Connected Transactions’’ in this prospectus.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of the 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
Domestic Shares on the basis that, among other things, we satisfy the profit test under Rule 8.05(1)
of the Listing Rules with reference to: (a) our pro fit of approximately RMB94.79 million for the
financial year ended December 31, 2025, which exceeds HK$35 millio n, and (b) our total profit of
approximately RMB130.62 million for the two fina ncial years ended December 31, 2023 and 2024,
which exceeds HK$45 million.
SUMMARY
–1 3–


--- page 23 ---
GLOBAL OFFERING STATISTICS
B a s e do nt h eO f f e rP r i c e
of HK$9.33
B a s e do nt h eO f f e rP r i c e
of HK$13.06
Market capitalization of our Shares (1) HK$2,877.16 million HK$4,027.41 million
Unaudited pro forma adjusted net
tangible assets per Share (2) HK$2.83 HK$3.25
Notes:
(1) The calculation of the market capitalization is based on 308,377,319 Shares expected to be in issue immediately
after completion of the Global Offering (assumin g the Over-allotment Option is not exercised).
(2) The number of shares used for the calculation of unaudi ted pro forma adjusted consolidated net tangible assets
of the Group attributable to owners of the Company pe r Share is based on 308,377,319 Shares were in issue
assuming the Global Offering had been completed on December 31, 2025. It does not take into account (i) any
Shares which may be allotted and issued upon the exercis e of the Over-allotment Option or (ii) any Shares which
may be issued or repurchased by the Company pursuant to the general mandates.
For further details, please refer to ‘‘Appendix I I — Unaudited Pro Forma Fin ancial Information — A.
Unaudited Pro Forma Statement of Adjusted Consolid ated Net Tangible Assets of The Group Attributable to
Owners of the Company’’ to this prospectus.
USE OF PROCEEDS
We estimate the net proceeds of the Global Offering which we w ill receive, assuming an Offer
Price of HK$11.20 per Offer Share (being the mid -point of the Offer Price range stated in this
prospectus), will be approximately HK$338.6 millio n, after deduction of u nderwriting fees and
commissions and estimated expenses payable by us in connection with the Global Offering and
assuming the Over-allotment Option is not exercised.
. Approximately 33.7% (or HK$114.0 millio n) will be used for the research and
development of our product candidates.
. Approximately 31.4% (or HK$1 06.4 million) will be used for construction and expansion
of new facilities and production lines.
. Approximately 15.7% (or HK$53.3 million) will be used for the upgrades and
optimization of our technologies and processes.
. Approximately 10.3% (or HK$35.0 million) will be used for the reinforcement of our sales
and marketing capabilities.
. Approximately 8.8% (or HK$29.9 million) will be used for general working capital and
general corporate purposes.
LISTING EXPENSES
Listing expenses to be borne by us are est imated to be approximately RMB58.3 million
(HK$67.0 million) (including underwriting commission), at the Offer Price of HK$11.2 per Share
(being the mid-point of the Offer Price range s tated in this prospectus), and assuming the
Over-allotment Option is not exercised, among which (i) underwriting-related expenses, including
underwriting commission and other expenses are a pproximately RMB15.9 million (HK$18.3 million)
and (ii) non-underwriting-related expenses ar e approximately RMB42.4 million (HK$48.7 million),
comprising (a) fees and expenses of legal advisors and accountants of approximately RMB24.7
million (HK$28.4 million) and (b) other fees and exp enses of approximately RMB17.7 million
(HK$20.3 million). As of December 31, 2025, we i ncurred a total of RMB25.4 million (HK$29.2
million) in listing expenses, among which RMB22.0 million (HK$25.4 million) was recognized in our
statement of profit or loss, and RMB3.4 million ( HK$3.9 million) was directly attributable to the
issue of Shares and will be deducted from equity upon the Listing.
We estimate that additional listing expens es of approximately RMB32.9 million (HK$37.8
million) (including underwriting commission s of approximately RMB15.9 million (HK$18.3
million), assuming the Over-allotment Option is n ot exercised and based on the Offer Price of
HK$11.2 per Offer Share (being the mid-point of the O ffer Price range stated in this prospectus)) will
be incurred by our Company, approximately RM B15.7 million (HK$18.1 million) of which is
expected to be charged to our statements of pr ofit or loss, and approximately RMB17.1 million
(HK$19.7 million) of which is expected to be deduc ted from equity upon the Listing. Our listing
expenses as a percentage of gross proceeds is 16.5%, assuming an Offer Price of HK$11.2 per Share
(being the mid-point of the Offer Price range state d in this prospectus) and that the Over-allotment
Option is not exercised. The listing expenses above a re the latest practicable estimate for reference
only, and the actual amount may differ from this estimate.
SUMMARY
–1 4–


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RECENT DEVELOPMENTS
We received the new veterinary drug registration approval for bursal peptide injection on June
4, 2026.
The sales volume of our Human TAT for Domesti c Sales remained relatively stable at 2.8
million units in the first four month of 2025 and 2.9 million units in the first four month of 2026.
The sales volume of our Human TAT for Expor t Sales was 3.7 million units in the first four
month of 2025 and 1.4 million units in the first fo ur month of 2026. Sales for Export Sales are
primarily driven by the demand of overseas cus tomers and are therefore subject to certain
fluctuations within a year. Howe ver, the sales volume for Export Sales in the first four months of
2025 was relatively high. At the end of 2024, internat ional shipping costs incr eased significantly,
primarily due to changes in trade policies and ta riffs, geopolitical tensions, and energy price
fluctuations. As a result, many overseas distribu tors adopted a wait-and-s ee approach and delayed
their purchases, leading to shipments bei ng deferred to the first quarter of 2025.
Pursuant to the Announcement for VAT, effect ive from January 1, 2026, Human TAT became
subject to a value-added tax rate of 13%, as compared to 3% previously. As a result of this policy
change, the overall tax burden associated with our Domestic Sales of Human TAT increased. A
portion of such increase is absorbed by us through pricing adjustments with distributors, which
resulted in a reduction in the average selling pri ce of Human TAT for Domestic Sales. The average
selling price of Human TAT for Domestic Sales in the first five months of 2026 decreased by a
high-single-digit percentage as compared to the corresponding period in 2025, which in turn
adversely affected the gross profit of our Human TAT business and our net profit for the year. Please
see ‘‘— Pricing’’ for more details.
We expect our net profit for the year ending December 31, 2026 to substantially decrease as
compared to 2025 , primarily due to (i) a decrease in the average selling price for Domestic Sales of
Human TAT, mainly attributable to our expected pri cing adjustments with distributors described
above in connection with the VAT policy change; ( ii) an increase in the research and development
expenses as we continue to advance the clinical development of our product candidates, especially
our snake antivenom candidates. In particular, we expect to initiate a Phase II clinical trial of
agkistrodon halys antivenom in June 2026, and we e xpect to complete the ongoing Phase I clinical
trial of agkistrodon acutus antiv enom in June 2026 with a Phase II c linical trial to commence in the
third quarter of 2026; (iii) an increase in distri bution and selling expenses, as we plan to hire
additional sales and marketing personnel and incur higher promotion expenses mainly to support the
commercialization of veterinary tetanus antitoxi n, which is expected to receive re-registration
approval in June 2026; (iv) an increase in administr ative expenses in relation to the Listing; and (v) a
decrease in the sales volume of Export Sales of H uman TAT in 2026 primarily due to (a) changes in
geopolitical tensions, and energy price fluctuations, and (b) our planned upgrade and renovation of
the production line for Human TAT in ampoules in the second half of 2026. Following the launch of
Human TAT in vial packaging, the ampoule prod uction line has been dedicated exclusively to
Export Sales. In addition, we expect to begin gene rating revenue from our newly launched products,
including PMSG and veterinary tetanus antitoxin, in 2026, which is expected to partially offset the
adverse impact of the foregoing factors on our net profit.
Our Directors confirm that, up to the date of this p rospectus, save as disclosed above, there has
been no material adverse change in our financial or trading position since December 31, 2025 (being
the date on which the latest audited consolidated financial information of our Company was
prepared) and there is no event since December 31, 2025 which would materially affect the
information shown in our consolidated financial s tatements included in the Accountants’ Report in
Appendix I to this prospectus.
SUMMARY
–1 5–


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In this prospectus, unless the context otherwise requires, the following terms and expressions
shall have the meanings set out below.
‘‘Accountants’ Report’’ the accountants’ report of our Company from Deloitte Touche
Tohmatsu, the text of which is set out in Appendix I to this prospectus
‘‘affiliate(s)’’ with respect to any specifi ed person, any other person(s), directly or
indirectly, controlling or controlled by or under direct or indirect
common control with such specified person(s)
‘‘AFRC’’ the Accounting and Financial Reporting Council of Hong Kong
‘‘Articles’’ or ‘‘Articles of
Association’’
the articles of association of our Company adopted on March 20, 2025
with effect upon the Listing Date (as amended from time to time), a
summary of which is set out in Appendix VI to this prospectus
‘‘associate(s)’’ has the meaning asc ribed thereto under the Listing Rules
‘‘Audit Committee’’ the audit committee of our Board
‘‘Board’’ or ‘‘Board of
Directors’’
the board of Directors
‘‘Business Day’’ a day on which banks in Hong Kong are generally open for normal
business to the public and which is not a Saturday, Sunday or public
holiday in Hong Kong
‘‘Capital Market
Intermediary(ies)’’ or
‘‘CMI(s)’’
the capital market intermediary(i es) as named in the section headed
‘‘Directors and Parties Involved in the Global Offering’’ in this
prospectus
‘‘CCASS’’ the Central Clearing and Settl ement System established and operated
by HKSCC
‘‘Chifeng Bo-en
Pharmaceutical’’
Chifeng Bo-en Pharmaceutical Co., Ltd. ( 赤峰博恩藥業有限公司), a
company established under the laws of the PRC on May 19, 2004, and a
wholly owned subsidiary of our Company
‘‘China’’, ‘‘Chinese
mainland’’, or ‘‘PRC’’
the People’s Republic of China, but for the purpose of this prospectus
and for geographical reference o nly and except where the context
requires, references in this prospectus to ‘‘China’’, ‘‘Chinese mainland’’,
and ‘‘PRC’’ do not apply to Taiwan, t he Macau Special Administrative
Region and Hong Kong
‘‘close associate(s)’’ has the meaning a scribed thereto under the Listing Rules
‘‘Companies Ordinance’’ the Co mpanies 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’’
Jiangxi Institute of Biological Products Inc. ( 江西生物製品研究所股份
有限公司), a joint stock company with limited liability established in
the PRC, the predecessor of which was Jiangxi Institute of Biological
Products ( 江西生物製品研究所), a limited liability company established
in the PRC on July 5, 2002, and if the context requires, includes its
predecessor
DEFINITIONS
–1 6–


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‘‘connected person(s)’’ has the meaning a scribed thereto under the Listing Rules
‘‘Controlling
Shareholders’’
has the meaning ascribed thereto under the Listing Rules and in this
context, refers to Ms. Jing, Hainan Zhizheng and Qianhai Tianzheng,
further details of which are set out in the section headed ‘‘Relationship
with Our Controlling Shareholders’’ in this prospectus
‘‘core connected
person(s)’’
has the meaning ascribed thereto under the Listing Rules
‘‘COVID-19’’ a newly identified coronavi rus known to cause contagious respiratory
illness
‘‘CSRC’’ China Securities Regulatory Commission ( 中國證券監督管理委員會)
‘‘Director(s)’’ the director(s) of our Company
‘‘Domestic Share(s)’’ ordinary share(s) in th e share capital of our Company, with a nominal
value of RMB1.00 each, which a re subscribed for in Renminbi
‘‘EIT’’ enterprise income tax
‘‘EIT Law’’ the PRC Enterprise Income Tax Law ( 《中華人民共和國企業所得稅法》)
‘‘Employee Shareholding
Platform(s)’’
Gangyuanhao Investment and Huafengming Investment, or any one of
them as the context may require
‘‘FINI’’ Fast Interface for New Issu ance, an online platform operated by
HKSCC that is mandatory for admission to trading and, where
applicable, the collection and processing of specified information on
subscription in and settlement for all new listings
‘‘Frost & Sullivan’’ Frost & Su llivan (Beijing) Inc., Shang hai Branch Co., our industry
consultant
‘‘Frost & Sullivan Report’’ the industry report commissioned by our Company and independently
prepared by Frost & Sullivan, a su mmary of which is set forth in the
section headed ‘‘Industry Overview’’ in this prospectus
‘‘Gangyuanhao
Investment’’
Hainan Gangyuanhao Investment P artnership (Limited Partnership)
(海南罡沅澔投資合夥企業（有限合夥）), a limited partnership
established under the laws of the PRC on November 3, 2020 and one
of our Employee Share holding Platforms
‘‘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 O ffering and the International Offering
‘‘Group’’, ‘‘our Group’’,
‘‘we’’, ‘‘us’’ or ‘‘our’’
our Company and all of its subsidiaries, or any one of them as the
context may require
‘‘Guide for New Listing
Applicants’’
the Guide for New Listing Applicants published by the Stock
Exchange, as amended, supplemented or otherwise modified from
time to time
‘‘H Share(s)’’ overseas listed foreign ordi nary share(s) in the share capital of our
Company with a nominal value of RMB1.00 each, which are to be
subscribed for and traded in Hong Kong dollars and to be listed on the
Hong Kong Stock Exchange
‘‘H Share Registrar’’ Tricor Investor Services Limited
DEFINITIONS
–1 7–


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‘‘Hainan Pharmaceutical
Research Institute’’
Hainan Pharmaceutical Rese arch Institute Co., Ltd. ( 海南藥物研究所
有限責任公司)
‘‘Hainan Zhizheng’’ Hain an Zhizheng Biotechnology Development Co., Ltd. ( 海南至正生物
科技發展有限公司) (formerly known as Ji’an Tianzheng Industrial
Development Co., Ltd. ( 吉安市天正實業發展有限公司)), a limited
liability company established under the laws of the PRC on July 6,
2012 and one of our Controlling Shareholders upon Listing
‘‘HK eIPO White Form ’’ the application for Hong Kong Offer Shares to be issued in the
applicant’s own name, submitted on line through the designated website
at
www.hkeipo.hk
‘‘HK eIPO White Form
Service Provider’’
the HK eIPO White Form service provider desig nated by our Company
as specified on the designated website at www.hkeipo.hk
‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited, a wholly-owned
subsidiary of Hong Kong Exch anges and Clearing Limited
‘‘HKSCC EIPO ’’ the application for the Hong Kong Offer Shares to be issued in the
name of HKSCC Nominees and deposited directly into CCASS to be
credited to your designated HKSCC Participant’s stock account
through causing HKSCC Nominees to apply on your behalf,
including by instructing your broker or custodian who is an 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 Limite d, a wholly-owned subsidiary of the HKSCC
‘‘HKSCC Operational
Procedures’’
the operational procedures of HKSCC in relation to CCASS,
containing the practices, procedures and administrative requirements
relating to the operations and functions of CCASS, as from time to
time in force
‘‘HKSCC Participant’’ a participant admitted to participate in CCASS as a direct clearing
participant, a general clearing part icipant or a custodian participant
‘‘Hong Kong’’ the Hong Kong Special Adminis trative Region of the People’s Republic
of China
‘‘Hong Kong dollars’’ or
‘‘HK$’’
Hong Kong dollars and cents, respectively, the lawful currency of Hong
Kong
‘‘Hong Kong Offer
Shares’’
the 3,623,500 H Shares being initia lly offered by us for subscription
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, on and subject to the terms and conditions described in
the section headed ‘‘Structure of the Global Offering’’ in this
prospectus
‘‘Hong Kong Stock
Exchange’’ or ‘‘Stock
Exchange’’
The Stock Exchange of Hong Ko ng Limited, a wholly-owned
subsidiary of Hong Kong Exch anges and Clearing Limited
‘‘Hong Kong
Underwriters’’
the underwriters of the Hong Kong Public Offering as listed in the
section headed ‘‘Underwriting’’ in this prospectus
DEFINITIONS
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‘‘Hong Kong
Underwriting
Agreement’’
the underwriting agreement dated June 18, 2026 relating to the Hong
Kong Public Offering and entered into by, among others, our
Company, the Joint Overall Coordinators and the Hong Kong
Underwriters, as further desc ribed in the section headed
‘‘Underwriting’’ in this prospectus
‘‘Huafengming
Investment’’
Hainan Huafengming Investment P artnership (Limited Partnership)
(海南華楓茗投資合夥企業（有限合夥）), a limited partnership
established under the laws of the PRC on November 3, 2020 and one
of our Employee Share holding Platforms
‘‘IFRS’’ International Fin ancial Reporting Standards
‘‘Independent Third
Party(ies)’’
any person(s) or entity(ies) who/w hich is not a connected person of our
Company within the meaning of the Listing Rules
‘‘International Offer
Shares’’
the 32,611,000 H Shares being initia lly offered by us for subscription
under the International Offering (sub ject to reallocation as described in
the section headed ‘‘Structure of the Global Offering’’ in this
prospectus) together with any additional H Shares that may be
allotted and issued pursuant to the exercise of the Over-allotment
Option
‘‘International Offering’’ the conditional plac ing of the International Offer Shares at the Offer
Price outside the United States ( including to professional and
institutional investors within Hong Kong) in offshore transactions in
reliance on Regulation S, as further d e s c r i b e di nt h es e c t i o nh e a d e d
‘‘Structure of the Global Offering’’ in this prospectus
‘‘International
Underwriters’’
the underwriters of the International Offering listed in the
International Under writing Agreement
‘‘International
Underwriting
Agreement’’
the underwriting agreement relating to the International Offering
which is expected to be entered into by, among others, our Company,
the Joint Overall Coordinators and the International Underwriters, as
further described in the section h eaded ‘‘Underwriting’’ in this
prospectus
‘‘Joint Bookrunners’’ the joint bookrunners as named in the section headed ‘‘Directors and
Parties Involved in the Global Offering’’ in this prospectus
‘‘Joint Global
Coordinators’’
the joint global coordinators as na med in the section headed ‘‘Directors
and Parties Involved in the Global Offering’’ in this prospectus
‘‘Joint Lead Managers’’ the joint lead manager s as named in the section headed ‘‘Directors and
Parties Involved in the Global Offering’’ in this prospectus
‘‘Joint Overall
Coordinators’’ or
‘‘Overall Coordinators’’
the overall coordinators as named i n the section headed ‘‘Directors and
Parties Involved in the Global Offering’’ in this prospectus
‘‘Joint Sponsors’’ and
‘‘Sponsor-Overall
Coordinators’’
the joint sponsors and the sponsor-overall coordinators as named in the
section headed ‘‘Directors and Parti es Involved in the Global Offering’’
in this prospectus
‘‘Latest Practicable Date’’ June 14, 2026, being the latest practicable date for the purpose of
ascertaining certain information con tained in this prospectus prior to
its publication
‘‘Listing’’ the listing of the H Shares on the Main Board of the Hong Kong Stock
Exchange
DEFINITIONS
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--- page 29 ---
‘‘Listing Committee’’ the listing committee of the Hong Kong Stock Exchange
‘‘Listing Date’’ the date, expected to be on or about Tuesday, June 30, 2026, on which
the H Shares are listed and dealings in the H Shares are first permitted
to commence on the Hong Kong Stock Exchange
‘‘Listing Rules’’ or ‘‘Hong
Kong Listing Rules’’
the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited, as amended, supplemented or otherwise
modified from time to time
‘‘Main Board’’ the stock market (excluding the option market) operated by the Hong
Kong Stock Exchange which is independent from and operated in
parallel with the GEM of the Hong Kong Stock Exchange
‘‘MOA’’ Ministry of Agriculture and Rural Affairs of the PRC ( 中華人民共和國
農業農村部)
‘‘MOF’’ Ministry of Finance of the PRC ( 中華人民共和國財政部)
‘‘Ms. Jing’’ Ms. JING Yue ( 敬玥), our executive Director and the chairperson of
our Board, and one of our Contro lling Shareholders upon Listing
‘‘NDRC’’ National Development and Reform Commission of the PRC ( 中華人民
共和國國家發展和改革委員會)
‘‘NMPA’’ the National Medical Products Administration of the PRC ( 中華人民共
和國國家藥品監督管理局), the successor to the China Food and Drug
Administration ( 國家食品藥品監督管理總局)
‘‘Nomination Committee’’ the nomination committee of our Board
‘‘NPC’’ the National People’s Congress of the PRC ( 中華人民共和國全國
人民
代表大會)
‘‘NVDA’’ new veterinary drug application
‘‘Offer Price’’ the final offer price per Offer Share (exclusive of brokerage of 1.0%, a
SFC transaction levy of 0.0027%, an AFRC transaction levy of
0.00015% and a Hong Kong Stock Exchange trading fee of 0.00565%)
at which the Offer Shares are to be subscribed for and issued pursuant
to the Global Offering as described i nt h es e c t i o nh e a d e d‘ ‘ S t r u c t u r eo f
the Global Offering’’ in this prospectus
‘‘Offer Shares’’ the Hong Kong Offer Shares and the International Offer Shares,
together with, where relevant, any additional H Shares which may be
issued by our Company pursuant to the exercise of the Over-allotment
Option
‘‘Over-allotment Option’’ the option expect ed to be granted by us to the International
Underwriters exercisable by the Joint Overall Coordinators (for
themselves and on behalf of the International Underwriters) under
the International Underwriting Ag reement, to require our Company to
allot and issue up to an aggregate of 5,435,000 additional H Shares at
the Offer Price, representing no more than 15.0% of the total number
of Offer Shares initially available under the Global Offering to cover
over-allocations in the Internationa l Offering, if any, further details of
w h i c ha r ed e s c r i b e di nt h es e c t i o nh e a d e d‘ ‘ S t r u c t u r eo ft h eG l o b a l
Offering’’ in this prospectus
‘‘Overseas Listing Trial
Measures’’
the Trial Administrative Measures o f Overseas Securities Offering and
Listing by Domestic Companies ( 《境內企業境外發行證券和上市管理試
行辦法》) promulgated by the CSRC on February 17, 2023
DEFINITIONS
–2 0–


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‘‘PBOC’’ the People’s Bank of China ( 中國人民銀行), the central bank of the
PRC
‘‘PRC Company Law’’ the Company Law of the People’s Republic of China ( 《中華人民共和國
公司法》), as amended, supplemented or otherwise modified from time
to time
‘‘PRC Legal Adviser’’ Beijing Kangda Law Firm, the legal adviser to our Company as to the
PRC laws
‘‘PRC Securities Law’’ the Securities Law of the PRC ( 《中華人民共和國證券法》), as amended,
supplemented or otherwise modified from time to time
‘‘Pre-IPO Investment(s)’’ the investment(s) in o ur Company undertaken by the Pre-IPO Investors
pursuant to the relevant equity transfer agreement(s) and/or share
subscription agreement(s), details of which are set out in the section
headed ‘‘History, Development an d Corporate Structure’’ in this
prospectus
‘‘Pre-IPO Investor(s)’’ the investor(s) who a c q u i r e di n t e r e s ti no u rC o m p a n yp u r s u a n tt ot h e
relevant equity transfer agreeme nt(s) and/or share subscription
agreement(s), details of which are set out in the section headed
‘‘History, Development and Corporate Structure’’ in this prospectus
‘‘Price Determination
Agreement’’
the agreement to be entered into between our Company and the Joint
Overall Coordinators (for themselves and on behalf of the
Underwriters) on the Price Determination Date to fix and record the
Offer Price
‘‘Price Determination
Date’’
the date on which the Offer Price is to be fixed
‘‘Qianhai Tianzheng’’ Shenzhen Qianhai Tianzheng Biotechnology Co., Ltd. ( 深圳前海天正生
物科技有限公司), a limited liability company established under the laws
of the PRC on April 23, 2015 and one of our Controlling Shareholders
upon Listing
‘‘R&D’’ research and development
‘‘Regulation S’’ Regulation S under the U.S. Securities Act
‘‘Remuneration and
Appraisal Committee’’
the remuneration and appraisal committee of our Board
‘‘Renminbi’’ or ‘‘RMB’’ Renminbi, the lawful currency of the PRC
‘‘RSV’’ respiratory syncytial virus
‘‘SAFE’’ the State Administration of Foreign Exchange of the PRC ( 中華人民共
和國國家外匯管理局)
‘‘SAMR’’ the State Administration for Market Regulation of the PRC ( 中華
人民
共和國國家市場監督管理總局)
‘‘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
‘‘Share(s)’’ ordinary share(s) in the c apital of our Company with a nominal value
of RMB1.00 each, including Domestic Shares and H Shares
DEFINITIONS
–2 1–


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‘‘Shareholder(s)’’ holder(s) of our Share(s)
‘‘sq.m.’’ square meters
‘‘Stabilizing Manager’’ China International Capital Corporation Hong Kong Securities
Limited
‘‘State Council’’ the State Council of the PRC ( 中華人民共和國國務院)
‘‘Strategy and Investment
Committee’’
the strategy and investment committee of our Board
‘‘subsidiary(ies)’’ has the meaning as cribed thereto under the Listing Rules
‘‘substantial
shareholder(s)’’
has the meaning ascribed thereto under the Listing Rules
‘‘Sustainability
Committee’’
the sustainability committee of our Board
‘‘Takeovers Code’’ the Code on Takeovers and Mergers and Share Buy-backs published by
the SFC, as amended, supplemented or otherwise modified from time
to time
‘‘Track Record Period’’ the three financial years ended December 31, 2023, 2024 and 2025
‘‘Underwriters’’ the Hong Kong Underwrite rs and the International Underwriters
‘‘Underwriting
Agreements’’
the Hong Kong Underwriting Agreement and the International
Underwriting Agreement
‘‘United States’’ or ‘‘U.S.’’ the United States of America, its territories, its possessions and all
areas subject to its jurisdiction
‘‘U.S. dollars’’, ‘‘US$’’ or
‘‘USD’’
United States dollars, the lawful currency of the United States
‘‘U.S. Securities Act’’ the U.S. Securities Act of 1933, as amended, supplemented or otherwise
modified from time to time, and the rules and regulations promulgated
thereunder
‘‘%’’ per cent
DEFINITIONS
–2 2–


--- page 32 ---
This glossary of technical terms contains terms used in this prospectus as they relate to our
business. As such, these terms and their meanings may not always correspond to standard industry
meaning or usage of these terms.
‘‘active immunity’’ the body’s ability to dev elop an immune response to pathogens, thereby
controlling pathogen growth and limit ing tissue damage. This type of
immunity can be acquired through na tural infection or by injecting a
substance, such as a vaccine, tha t stimulates the immune system to
produce protective ant ibodies and immune memory
‘‘antibiotics’’ a substance produced by or derived from certain fungi, bacteria and
other microorganisms, or produced by chemical processes that can
destroy or inhibit the growth of other microorganisms; widely used in
the prevention and treatment of infectious diseases
‘‘antibody’’ an immunoglobu lin produced mainly by plasma cells that is used by the
immune system to identify and neutr alize pathogens such as bacteria
and viruses
‘‘antibody titer’’ the measurement of the amount or concentration of antibodies. It is
used to determine the level of immune response to a particular antigen
‘‘antigen’’ Any substance that can indu ce an immune response. F oreign molecules
can be recognized by B cell immunoglobulins or processed by
antigen-presenting cells and comb ined with major histocompatibility
complex to activate T cells, triggering an immune response
‘‘antiserum’’ a class of biological p roduces containing immunoglobulin or
immunoglobulin F(ab’)
2 fragments derived from animal or human
immunized with a specific kind of antigen
‘‘antitoxin’’ an antiserum product containing antibodies that can neutralize a
specific toxin, which is used for pr otection and treatment of diseases
‘‘API’’ active pharmaceutical ingredient, the substance in a pharmaceutical
product that is biologically active
‘‘bursal peptide injection’’ an immunomodulatory substance extra cted from the bursa of chickens,
which functions to inhibit viral re plication, clear viruses, enhance
immune responses, and boost vaccine efficacy
‘‘CAGR’’ compound annual growth rate calculated as V(tn)
V(t0)
)(
tn–t0
1
– 1,
V(t0) :s t a r tv a l u e ,V(tn) : finish value, tn–t0 : number of years
‘‘category I new drug’’ a new pharmaceutical that has never been marketed worldwide
‘‘category I new veterinary
drug’’
a new veterinary drug that has never been marketed worldwide
‘‘category III new
veterinary drug’’
a new veterinary drug that has fundamental improvements in aspects
such as safety and efficacy compared to similar products that have
already been approved for sale in China
‘‘Clostridium Tetani ’’ The pathogen causing tetanus, commonly found in soil, manure and
intestines of humans and animals. It enters the human or animal. It
infects humans and animals through wounds
‘‘CRO’’ contracted research organization, a company that provides support to
the pharmaceutical, biotechnology, and medical device industries in the
form of research services outsourced on a contract basis
GLOSSARY OF TECHNICAL TERMS
–2 3–


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‘‘Equine Tetanus
Immunoglobulin
F(ab’)
2’’
a liquid immunoglobulin (F(ab’) 2) preparation derived from the plasma
of horses immunized with tetanus toxoid, purified through ammonium
sulfate precipitation, ultrafiltrati on, and column chromatography. It is
used for the prevention and treatment of infections caused by
Clostridium tetani
‘‘F(ab’)
2’’ a type of antibody fragment that retains the ability to bind to antigens
but lacks the Fc region, reducing the risk of immune system reactions.
It is commonly used in antivenoms and immunotherapy to neutralize
toxins and pathogens while minimizing side effects
‘‘GFA’’ gross floor area
‘‘GMP’’ good manufacturing practices, the aspect of quality assurance that
ensures that medicinal products are consistently produced and
controlled to the quality standards appropriate to their intended use
and as required by the product specification
‘‘HRIG’’ human rabies immune globulin
‘‘Human TAT’’ human tetanus antitoxin, na mely the tetanus antitoxin used for the
prevention and treatment of infections caused by Clostridium tetani in
humans
‘‘human tetanus
immunoglobulin’’ or
‘‘HTIG’’
a preparation made from the plasma of healthy individuals with high
titers of tetanus antibodies, purifi ed through low-temperature ethanol
protein separation or other approved methods, and treated for virus
removal and inactivation. It is used for the prevention and treatment of
infections caused by Clostridium tetani
‘‘immunoglobulin’’ also known as antibody, a kind of glycoprotein molecule produced by
plasma cell in the body in response to immune stimulation. It is
composed of F(ab’)
2 and Fc fragments
‘‘incidence’’ the number of new cases occu rring in a specified population per year
‘‘IND’’ investigational new drug, an application and approval process required
before drug candidates may commence clinical trials
‘‘KOLs’’ key opinion leaders, refers to re nowned physicians that influence their
peers’ medical practice
‘‘mAbs’’ monoclonal antibodies
‘‘National Essential
Medicines List’’
the National Essential Medicines List ( 《國家基本藥物目錄》)
promulgated by the National Health Commission of the PRC ( 中華人
民共和國國家衛生健康委員會), as amended, supplemented or otherwise
modified from time to time
‘‘NDA’’ new drug application
‘‘new veterinary drug
monitoring period’’
a period established by the Ministry of Agriculture and Rural Affairs of
the PRC when issuing the approval number for new veterinary
pharmaceutical products. This period lasts up to five years, during
which no additional enterprise is approved to produce or import this
new veterinary drug
‘‘NMPA’’ the National Medical Product Administration of the PRC ( 國家藥品監
督管理局), successor to the China Food and Drug Administration or
CFDA ( 國家食品藥品監督管理總局)
‘‘NRDL’’ China’s National Reimbursement Drug List
GLOSSARY OF TECHNICAL TERMS
–2 4–


--- page 34 ---
‘‘passive immunity’’ The specific immune abilit y acquired by the body through the passive
acceptance of antibodies, sensitized lymphocytes, or their products.
Unlike active immunity, it is charac terized by a rapid effect without a
latent period, providing immediate immunity upon administration, but
with a shorter duration
‘‘phase I clinical trials’’ phase I clinical tria ls aim to test the safety of a new drug candidate
‘‘phase II clinical trials’’ phase II clinical tria ls test the new drug candidate on a larger group of
patients, to gather information about whether it works and how well it
works in the short-term
‘‘phase III clinical trials’’ phase III clinical tr ials are for a new drug candidate that has already
passed phases I and II which test the new drug candidate in larger
groups of patients, to observe its safety and efficacy or compare the
new drug candidate against an existing treatment or a placebo to see if
it works better in practice and if it has important side effects
‘‘pig spleen transfer
factor’’
an immunomodulatory substance extracted from pig spleen, which
activates the animal body’s immune response mainly by enhancing the
function of specific immune cells, such as T cells and macrophages
‘‘plasma’’ a major component of blood, appearing as a pale yellow liquid due to
the presence of bilirubin, which prima rily functions to transport blood
cells, nutrients, and waste products necessary for maintaining life
activities
‘‘pregnant mare serum
gonadotropin’’ or
‘‘PMSG’’
glycoprotein hormone derived from the serum of pregnant mares,
which is used to induce estrus, promote follicle development, and
superovulation in animals
‘‘prevalence’’ the number of disease cases present in a particular population at a
given time
‘‘R&D’’ research and development
‘‘rabies antiserum’’ preparation containing th e specific globulin obtained by purification of
hyper-immune serum or plasma of healthy equines having specific
activity of neutralizing the rabies virus
‘‘recombinant porcine
interferon- α’’ or
‘‘rPoIFN-α’’
engineered antiviral proteins specifically designed for swine to enhance
antiviral immunity and combat viral infections in intensive farming
systems
‘‘serum’’ the clear, yellowish fluid that remains after blood has clotted, or
plasma from which fibrinogen has b een removed. It provides essential
nutrients, hormones, growth factors, binding proteins, and protective
factors for cells in culture
‘‘snake antivenom’’ an antiserum product containing specific antibodies that neutralize
corresponding snake venom
‘‘sq.m.’’ square meter, a unit of area
‘‘tetanus antitoxin’’ or
‘‘TAT’’
a liquid antitoxin globulin prepar ation containing anti-tetanus
immunoglobulin F(ab’)
2 fragments, which is derived from the plasma
of horses immunized with tetanus toxo id. It is used for the prevention
and treatment of infections caused by Clostridium tetani
‘‘toxin’’ a poisonous substance produced b y living organisms, typically proteins
that interfere with the function of other molecules in the body, such as
tetanus toxin
GLOSSARY OF TECHNICAL TERMS
–2 5–


--- page 35 ---
‘‘toxoid’’ a detoxified product of certain bacterial exotoxins treated with
formaldehyde or other agents. Al though the toxicity is eliminated,
the immunogenicity remains, allowi ng the body to produce antitoxins
and achieve immunity against specific diseases
‘‘Two-Invoice System’’ a system that requires one invoice to be issued from pharmaceutical
manufacturers to pharmaceutical d istributions companies and the
other invoice to be issued from pharmaceutical distributions
companies to medical institutions
‘‘vaccine’’ a vaccine is a biological preparation that provides active acquired
immunity by inoculating tested a ntigen into humans or animals to
stimulate immune response against a particular disease
‘‘volume-based
procurement’’ or ‘‘VBP’’
a series of policies in China under which public medical institutions
collectively purchase drugs and m edical products in bulk through
centralized bidding
GLOSSARY OF TECHNICAL TERMS
–2 6–


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This prospectus contains certain forward-looking statements relating to our plans, objectives,
beliefs, expectations, predictions and intentions, which are not historical facts and may not represent
our overall performance for the periods of time to which such statements relate. Such statements
reflect the current views of our management with re spect 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 a ssumptions, 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, uncertainties and other factors facing our
Company which could affect the accuracy of forward -looking statements include, but are not limited
to, the following:
. our business strategies and plans to achieve these strategies;
. our ability to complete the development and ob tain the relevant requisite regulatory
approvals of our products and product candidates;
. our product candidates under development or planning;
. our ability to attract customers and furth er enhance our brand recognition;
. our future debt levels and capital needs;
. changes to the political and regulatory environment in the industry and markets in which
we operate;
. changes in competitive conditions and our ability to compete under these conditions;
. future developments, trends and conditions in the industry and markets in which we
operate;
. effects of the global financial markets and economic crisis;
. our financial conditions and performance; and
. changes or volatility in interest rates, forei gn exchange rates, equity prices, volumes,
operations, margins, risk manage ment and overall market trends.
In some cases, we use the words ‘‘aim’’, ‘‘anticipate’’ , ‘‘believe’’, ‘‘can’’, ‘‘continue’’, ‘‘could’’,
‘‘estimate’’, ‘‘expect’’, ‘‘going forward’’, ‘‘intend’’, ‘‘ought to’’, ‘‘may’’, ‘‘might’’, ‘‘plan’’, ‘‘potential’’,
‘‘predict’’, ‘‘project’’, ‘‘seek’’, ‘‘should’’, ‘‘will’’, ‘‘would’’ and similar expressions to identify
forward-looking statements. In particular, we use these forward-looking statements in the sections
headed ‘‘Business’’ and ‘‘Financial Information’’ int h i sp r o s p e c t u si nr e l a t i o nt of u t u r ee v e n t s ,o u r
future financial, business or other performance and development, the future development of our
industry and the future development of the general economy of our key markets.
The forward-looking statements are based on our current plans and estimates and speak only as
of the date they were made. We undertake no obligation to update or revise any forward-looking
statements in light of new information, future events or otherwise. Forward-looking statements
involve inherent risks and uncertainties and are subject to assumptions, some of which are beyond
our control. We caution you that a number of important factors could cause actual outcomes to
differ, or to differ materially, from those expr essed in any forward-looking statements.
Our Directors confirm that the forward-lookin g statements are made after reasonable care and
due consideration. Nonetheless, due to the risks, uncertainties and assumptions, the forward-looking
events and circumstances discussed in this prospectus might not occur in the way we expect, or at all.
Accordingly, you should not place undue reliance on any forward-looking statements in this
prospectus. All forward-looking statements contained in this prospectus are qualified by reference to
this cautionary statement.
FORWARD-LOOKING STATEMENTS
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An investment in our Shares involves significan t risks. You should carefully consider all of the
information in this prospectus, including the risks and uncertainties described below, before making
an investment in our Shares. The following is a des cription of what we consider to be our material
risks. Any of the following risks could have a material and adverse effect on our business, financial
condition and results of operations. In any such case, the market price of our Shares could decline,
and you may lose all or part of your investment. These factors are contingencies that may or may not
occur, and we are not in a position to express a view on the likelihood of any such contingency
occurring. The information given is as of the Latest Practicable Date unless otherwise stated, will not
be updated after the date hereof, and is subject to the cautionary statements in the section titled
‘‘Forward-Looking Statements’’ of this prospectus.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
Risks Relating to Sales and Distribution of Our Products and the Commercialization of Our Product
Candidates
We may not be able to maintain or increase the sales volume, pricing level and profit margin of our
Human TAT, and diversify our product offering structure effectively.
During the Track Record Period, we primar ily manufactured Human TAT and we generated
substantial revenue from Human TAT. Revenue from sales of Human TAT accounted for 93.0%,
93.3% and 96.4% of our total revenue for the years ended December 31, 2023, 2024 and 2025,
respectively. Sales of our Human TAT may continue to generate a significant portion of our
revenues in future periods. Any decrease in the d e m a n do rp r i c i n gf o ro u rH u m a nT A Tc o u l dc a u s e
our revenue and profitability to decline, which m ay adversely affect our b usiness, financial
condition, results of operations and prospects. Factors that could lead to such decline include, for
example, the following, most of which we have very limited or no control: (i) results of public tenders
determining whether we would be permitted to s ell in designated markets; (ii) the market
acceptability of our products; ( iii) failure to renew our permits to sell Human TAT as required by
regulatory authorities; (iv) PRC pricing guidan ce; and (v) media coverage and public opinion on
potential side effect of Human TAT or discover y of previously unknown adverse reactions. We
cannot guarantee that such efforts to diversify ou r product portfolio will be successful, nor can we
ensure that we will reduce our dependence on Hum an TAT in a timely or competitive manner, or at
all.
We may not be able to compete effectively against current and future competitors.
We operate in a competitive environment. The bio technology and pharmaceutical industries are
characterized by rapid changes in technology, c onstant enhancement of industrial know-how and
frequent emergence of new products. Future technological improvements and continual product
developments in these industries may render our exi sting products obsolete or decrease our viability
and competitiveness. Therefore, our future succe ss will largely depend on our ability to improve our
existing products and develop new and competitively priced products which meet the requirements of
the constantly changing market. We may not be able to compete effectively against current and
future competitors. Our inability to compete effectiv ely could result in decrea se of sales, reduction of
price and loss of market share, any of which could have a material adverse effect on our results of
operations and profit margins.
Certain of our competitors may be actively engaged in research and development in areas where
we have products or where we are developing product candidates. Our competitors may succeed in
developing competing products and product candidates and obtaining regulatory approvals before
us or achieve better acceptance in the markets in which we operate or have established a competitive
position. There may also be significant consolidation in the pharmaceutical industry among our
competitors, or alliances developed among competit ors that may rapidly acquire significant market
RISK FACTORS
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share. If we fail to effectively compete with our c ompetitors or adjust to structural changes in the
biotechnology and pharmaceutical industries, our o perations and profitability may be materially and
adversely affected.
Our products may be excluded or removed from national, provincial, or other government-sponsored
medical insurance programs.
Our Human TAT is categorized as a Part A drug under the NRDL with full reimbursement
coverage as of the Latest Practicable Date. For example, if our Human TAT is removed from the
NRDL or relevant provincial medical insurance cat alogs, or if any of our future approved product
candidates are not covered by the NRDL or relevan t provincial medical insurance catalogs, our
sales, profitability and business prospects c ould be materially and adversely affected.
We cannot be sure the reimbursement will be available for any approved products candidate
that we commercialize in the future and, if re imbursement is available, what the level of
reimbursement will be. Obtaining or maintainin g reimbursement for app roved products may be
particularly difficult. Meanwhile, there may be d elays in obtaining reimbursement for approved
products, and coverage may be mor e limited than our expectation.
Moreover, eligibility for reimbursement does no t imply that any products will be paid for in all
cases or at a rate that covers our costs. Payment rates may vary according to the use of the products
and the clinical setting in which it is used, ma y be based on payments allowed for lower-cost
products that are already reimbursed, and may be incorporated into existing payments for other
services. Our inability to promptly obtain governm ent-funded coverage and p rofitable payment rates
for any future approved product candidates that w e develop could have a material adverse effect on
our business, our operating results, and our overall financial condition.
We are subject to risks concerning VBP schemes.
During the Track Record Peri od, our Human TAT was subject to the VBP schemes. The VBP
schemes operate on the principle of purchasing larger quantities of pharmaceutical products at lower
prices. This not only allows us to sell our products in larger volumes, it also strengthens our
bargaining power with distributors, enabling us to r educe expenses related to market expansion and
promotion. However, there are uncertainties with r espect to future drug coverage, implementation,
and regulatory framework of centralized VBP schemes. The scheme arrangement and regulatory
framework under the VBP schemes may be adjusted fr om time to time by relevant authorities. If the
regulatory framework or implementation arrange ment of the VBP schemes changes, for example, by
expanding the inclusion criteria to allow multipl e products of the same kind, our ability to win bids
or maintain inclusion for our p roducts may be affected. As a result, our product or product
candidates may not be maintained or added to s uch schemes in the future, which may result in
decreased sales volume and increased sales and marketing expenses and adversely affect our revenue
and profitability. If our competitors win the bid in such schemes while we fail to do so for our
products, demands for our products may decrease a nd our revenue, profitability and market share
could be adversely affected. Moreover, even if we win the bid for our products, there may be
discrepancies between the estimated procurement volumes set out in the tender documents and the
actual procurement volumes. Consequently, there are uncertainties with respect to the impact of the
implementation of centralized VBP schemes on the s ales volume as well as the revenue of the winning
products.
Any reduction, discontinuation or adverse changes in value-added tax policies may adversely affect our
pricing, revenue, profitability and results of operations.
Pursuant to the Announcement of the Ministry of Finance and the State Taxation
Administration on Matters Concerning the Transit ion of VAT Preferential Policies Following the
Implementation of the Law on Value-Added Tax (Announcement No. 10 of 2026), effective from
January 1, 2026, Human TAT is subject to a value-added tax rate of 13%, as compared to 3%
previously. For more details, please see ‘‘Regula tory Overview — Laws and Regulations Relating to
Taxation — VAT’’. Any reduction, discontinuation or adverse change in applicable VAT preferential
RISK FACTORS
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policies, or any further increase in the applicable VAT rate, could increase our tax burden and affect
our pricing strategy. To the extent that we are unable to pass through such increased VAT costs to
distributors or end customers, we may be required to absorb all or part of such additional costs,
which could adversely affect our revenue, profitability and results of operations.
We benefit from certain preferential tax treatments, government subsidies, and favorable tax policies.
Any reduction, discontinuation or adverse change in such benefits or policies could adversely affect our
profitability.
We enjoy certain tax incentives and governme nt subsidies pursuant to relevant laws and
regulations, including reduced enterprise inco me tax rates. For example, under the EIT Law and its
implementation rules, the statutory enterprise income tax rate is 25%. However, our Company and
certain of our subsidiaries were subject to a pr eferential income tax rate of 15%, as they were
qualified as High-New Technology Enterpris es (the ‘‘HNTE’’) during Track Record Period. We
recognized government gr ants of RMB1.1 million, RMB2.2 million and RMB3.8 million in 2023,
2024 and 2025, respectively, which were awarded by the local governments to support our
operations. Any increase in the enterprise income tax rate applicable to us, or any discontinuation,
retroactive or future reduction or refund of any of the preferential tax treatments and local
government subsidies currently enjoyed by us, co uld adversely affect our business, financial
condition and results of operations.
Further, in the ordinary course of our business, we are subject to complex income tax and other
tax regulations, and significant judgement is required in determining our provision for income taxes.
Although we believe our tax provisions are reasonable, if the PRC tax authorities successfully
challenge our tax positions and we are required to p ay additional taxes, interest and penalties in
excess of our tax provisions, our financial condit ion and results of operations would be materially
and adversely affected.
We may not be able to achieve or maintain widespread market acceptance for our products and future
approved product candidates in the medical community.
The commercial success of our products, incl uding existing or future products, is highly
dependent on their continued market acceptance among healthcare practitioners and patients. We
believe that the market acceptance of our products depends on many factors, including: (i) the
perceived advantages of our products over competing products and the availability and success of
competing products; (ii) the safety and efficacy of our products and the prevalence and severity of
side effects, if any; (iii) the public recognition tow ards the importance of passive immunity; (iv) the
public awareness towards infectious diseases; (v) the pricing and cost effectiveness of our products;
(vi) the effectiveness of our sales and marketing effo rts; and (vii) academic publicity concerning our
products or competing products.
If our products fail to achieve or maintain wide spread market acceptance, or if new products
introduced by our competitors are perceived more favorably by healthcare practitioners and
patients, are more cost-effective or otherwise re nder our products obsolete, the demand for our
products may decline and our business and profitab ility may be materially an d adversely affected.
We may fail to conduct effective promotion or maintain a qualified sales force.
Successful sales and marketing are crucial for us . If we are unable to increase or maintain the
effectiveness and efficiency of our sales and marketing activities, our sales volumes and business
prospects could be adversely affected. In particu lar, our sales and marketing force must possess a
relatively high level of technical knowledge, up-to-date understanding of industry trends, necessary
expertise in the relevant therapeutic areas an d products, as well as sufficient promotion and
communication skills. If we are unable to effectivel y train our in-house sales representatives and
evaluate their academic marketing performance s, our sales and marketing may be less successful
than desired. Please refer to ‘‘Business — Sale s, Marketing and Distribution’’ for details.
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Moreover, our ability to maintain and cont inue to build out our sales and marketing
capabilities, either on our own or in partnership w ith third parties, is especially important. The
continued development of our sales and marketi ng team will be expensive and time-consuming and
could delay any product launch . If we are unable to sustain and expand our sales and marketing
team, we may be unable to compete successfully against our competitors. On the other hand, for our
collaboration with third-party marketing partne rs, we need to negotiate and enter into arrangements
with them. If we are unable to enter into such arra ngements, on acceptable terms, or at all, we may
not be able to successfully commercialize our prod ucts and product candidates in a timely manner.
We may fail to maintain and optimize an effective distribution network for our products and future
approved product candidates.
We primarily rely on our network of distributo rs to distribute our products. To the best
knowledge of our Directors, all of our distributors during the Track Record Period and as of the
Latest Practicable Date were Independent Thir d Parties. Therefore, our ability to manage the
activities of our distributors is relatively limit ed. Our distributors may take one or more of the
following actions, any of which could have a material adverse effect on our business, prospects and
reputation: (i) failing to distribute our product s in the manner we contemplate, impairing the
effectiveness of our distribution network; (ii) fa iling to distribute our products pursuant to product
safety requirements, causing safety issues and ine ffectiveness of the products; (iii) breaching our
agreements with them, including by selling products that have expired, or by selling products outside
their designated territories or to medical institution s other than their designated medical institutions;
(iv) failing to maintain the requisite license s or otherwise failing to comply with applicable
regulatory requirements when selling our products; a nd (v) violating anti-co rruption, anti-bribery,
competition or other relevant laws and regulations.
Any violation or alleged violation by distri butors of our distribution agreements or any
applicable laws and regulations could result in t he erosion of our goodwill, expose us to liabilities,
disrupt our distribution network and create an unfavorable public perception about the quality of
our products, resulting in a material adverse effect on our business, financial condition, results of
operations and prospects. Since not all of our dis t r i b u t o r sm a ys e l lo u rp r o d u c t so na ne x c l u s i v e
basis, our products may also compete with simila r products from our competitors sold by our
distributors.
Our distributors typically enter into agreeme nts with us for a term of about one year, which
requires us to continually renew distribution agreem ents across our distribut ion network to maintain
such business relati onships. Our distributors might terminat e their business relationship with us,
electing not to make new orders with us or not to renew their agreements with us for various reasons.
In addition, we may not be able to establish business relationships with additional distributors to
support the continued growth of our business. The establishment, suspension, or termination of our
relationships with major distributors is based o n factors such as market conditions, distributor
evaluations, and cooperation prospects, and is carried out through business negotiations on the basis
of equality and mutual benefit. None of our major distributors had voluntarily suspended or
terminated their relationships with us during the Track Record Period. However, if any of our major
distributors, or a significant number of our distr ibutors, voluntarily or involuntarily suspend or
terminate their relationships with us in the fu ture, or we are otherwise unable to maintain and
expand our distribution network effectively, our sales volumes and business prospects could be
adversely affected. Any disruption to our distribu tion network could negatively affect our ability to
effectively sell our products and would materia lly and adversely affect our business, results of
operations, financial condition and prospects. In ad dition, a decline in our distributors’ performance
would lead to a decline in the productivity of our d istribution network and could have a negative
effect on our revenue.
During the Track Record Period, some of our dist ributors may engage sub-distributors to reach
markets within their designated distribution ar eas. We generally do not have direct contractual
relationships with these sub-distributors, wh ich limits our ability to enforce compliance with our
sales requirements and quality standards. See ‘‘Business — Sales, Marketing and Distribution — Our
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Sales and Distribution Arrangements.’’ The sub-distributors’ behaviors or competition amongst
themselves may have a negative impact on the sales o f our products, which could result in material
and adverse effect on our busin ess and results of operations.
Counterfeits of our products could negatively affect our sales, damage our reputation and the brand
names for the relevant products and expose us to liability claims.
Certain products distributed or sold in the pharmaceutical market may be manufactured
without proper licenses or approvals, or are fraudu lently mislabeled with respect to their content or
manufacturers. These products are generally referred to as counterfeit pharmaceutical products.
Since counterfeit pharmaceutical products in m any cases have very similar appearances compared
with the authentic pharmaceutical products but are generally sold at lower prices, counterfeits of our
products can quickly erode our sales volume of the relevant products. Moreover, counterfeit
products may or may not have the same composition as our products, which may make them less
effective than our products, entirely ineffective or even cause severe adverse side effects. This could
expose us to negative publicity, reputational dam age, fines and other administrative penalties, and
may even result in litigation against us. The existe nce and prevalence of counterfeit pharmaceutical
products, products of inferior quality and other unqualified products in the healthcare markets in
recent years from time to time may reinforce the n egative image in general of all pharmaceutical
products manufactured in the PRC or other relevant markets among consumers, and may harm the
reputation and brand names of companies like us, pa rticularly in overseas markets. As a result of
these factors, the continued proliferation of count erfeit pharmaceutical products in the market could
affect our sales, damage our reputation and the brand names for the relevant products and expose us
to liability claims.
We are subject to risks relating to the sales of our veterinary products.
During the Track Record Period, certain of our revenue was derived from the sales of
veterinary products produced by third-party manufacturers, such as veterinary tetanus antitoxin.
Besides, we plan to continue to invest in development of veterinary products, and expand our
production and sales of our veterinary products to diversify our product portfolio in the future. For
further details, please see ‘‘Business — Our Strategies’’ in this prospectus. Our veterinary products
are primarily used for the prevention and treatment of diseases in livestock such as chickens and
pigs. However, any quality issues with our veteri nary product could result in adverse reactions in
treated livestock and may even lead to death of livestock, causing economic losses for end
consumers. Such incidents may not be predictable or within our control, and could adversely and
materially affect our reputation, business operations, financial position, and business prospects.
The market opportunities for our product candidates may be smaller than we anticipate.
We estimate the target patient populations ba sed on various third-party sources, such as
scientific literature, surveys of clinics, patient f oundations or market research, as well as internally
generated analysis, and we use such estimate s in making decisions regarding our product
development strategy, including determining on which candidates to focus our resources for
preclinical or clinical trials. The se estimates may be inaccurate or based on imprecise data. The total
addressable market opportunity will depend on, among other things, acceptance of the products by
the medical community and patient access, produ ct pricing and reimbursement. The number of
patients in the addressable markets may turn out to be lower than expected, patients may not be
amenable to treatment with our products, or new patients may become inc reasingly difficult to
identify or access. As a result, even if we obtain ma rket approval for our product candidates, we may
not achieve the anticipated market size, revenue and profitability. Any of the above unfavorable
developments could have a material adverse effect on our business, financial condition and results of
operations.
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We are subject to risks associated with export and international sales.
We export into various overseas regions, such as Southeast Asi a, Africa and other regions or
countries, and we are planning to expand our footprint in the overseas markets. Our international
sales and operations are subject to various risk s related to economic or political uncertainties
including among others: (i) general economic and po litical conditions; (ii) imposition of tariffs,
quotas, trade barriers and other trade protection m easures imposed by foreign countries; (iii) import
or export licensing and certification requirements imposed by various foreign countries; (iv) different
regulatory requirements regarding pharmaceutic al products registration and clinical data imposed
by various foreign countries; (v) the closing of borders by foreign countries to the import of
products; (vi) difficulties and costs associated with complying with, and enforcing remedies under, a
wide variety of complex domestic and internation al laws, treaties and regulations; (vii) different
regulatory structures and unexpected changes in r egulatory environments; (viii) failure to obtain or
renew required sales approval in current and future sa les regions; (ix) fluctuations in exchange rates;
(x) fluctuations in international logistics costs; (xi) earnings that may be subject to withholding
requirements, higher tax rates and incremental tax es upon repatriation; and (xii) potentially negative
consequences from changes in tax laws.
Negative consequences relating to these risks and uncertainties could jeopardize or limit our
ability to transact business in one or more of the m arkets where we operate or in other developing
markets and could materially and adversely affect our business, financial condition, results of
operations and prospects.
We are subject to various risks relating to third-party payments.
During the Track Record Period, some of our customers (the ‘‘ Relevant Customer(s) ’’) settled
their outstanding payments (the ‘‘ Third-Party Payment ’’) to us through third parties other than
contractual counterparties under relevant s ales and purchase agreements or orders (the ‘‘ Third-Party
Payor(s) ’’). The aggregate amount that were settled th rough Third-Party Payments by the Relevant
Customers were approximately RMB2.2 million and RMB8.2 million for the years ended December
31, 2023 and 2024, respectively, representing approximately 1.1% and 3.7% of our total revenue for
the corresponding periods. Third-Party Payments may subject us to various legal risks. We are
exposed to possible money laundering risks as we o nly possess limited background knowledge of the
parties involved in the Third-Party Payment ar rangement and the source of the Third-Party
Payments. In addition, we may be subject to potent ial claims from the Third-Party Payors or their
liquidators to return the Third-Party Payments . For more details, please refer to ‘‘Business —
Third-party Payment Arrangement’’ in this prospectus.
If we were involved in legal pro ceedings on money laundering charges, we may need to spend
significant time and financial and managerial r esources in response to such proceedings. Our
reputation as a trustworthy business may be tarnished by our involvement in the proceedings, which
m a yi nt u r nr e s u l ti nd i f f i c u l t yi nm a i n t a i n i n gg o o dbusiness relationship with our existing customers
or attracting new customers. We cannot assure you that our business, financial condition, results of
operations and prospects will not be materially an d adversely affected by a claim or prosecution
against us.
Starting from April 1, 2025, we stopped allowing our customers to settle their payments
through Third-Party Payments. As a result of our c essation of allowing Third-Party Payment, the
Relevant Customers may be unable or reluctant to continue conducting business with us. If a
significant number of the Relevant Customers cease to place orders or reduce their orders with us,
and we are unable to make up the shortfall th rough other means, including but not limited to
securing additional orders from our existing customers or expanding our customer base, our
business, financial condition and results of operations may be adversely affected.
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Risks Relating to Manufacture and Supply of Our Products and Product Candidates
If our products are not manufactured to the necessary quality standards, it could harm our business.
Our products and manufacturing processes are required to meet certain quality standards.
Despite our quality control system and procedure s, we cannot eliminate the risk of errors, defects or
failure. We may fail to detect or cure quality defects as a result of a number of factors, some of which
are outside our control, including: (i) manuf acturing errors; (ii) t echnical or mechanical
malfunctions in the manufacture process; (iii) human error or mal feasance by our quality control
personnel; (iv) tampering by third parties; and (v) quality issues with the raw materials we purchase
or produce.
In addition, when we expand our manufacturing capacity in the future, we may not be able to
ensure consistent quality between products manu factured in the existing and new facilities, or need
to incur substantial costs for doing so. Failure to detect quality defects in our products or to prevent
such defective products from being delivered to en d-users could result in patient injury or death,
product recalls or withdrawals, license revocation or regulatory fines, or other problems that could
seriously harm our reputation and business, expose us to liability, and adverse ly affect our revenues
and profitability.
If we are not able to obtain sufficient quantities of raw materials and biological assets of required
quality at a commercially acceptable cost, our business could be harmed.
We purchase horses and fodder for horse breeding. Plasma is collected after horse
immunization process and used in our product ion of Human TAT. During the Track Record
Period, we mainly procured horses and fodd er externally to support our production.
The prices of these supplies we source from third parties are susceptible to fluctuations due to
supply and demand trends in the commodities markets, transportation costs, government
regulations, the economic climate and other unfore seen circumstances. Our results of operations
may be adversely affected if we are unable to obtai n adequate supplies of high quality horses or raw
materials in a timely manner at reasonable pric es or make alternative arrangements for such
supplies, or if there are significant increases in t he costs of horses or raw materials that we could not
pass on in full.
Furthermore, we heavily rely on our horse breeding and plasma collection base for the supply
of immune horse plasma. In the event of unforeseen circumstances, including but not limited to
natural disasters such as extreme weather, fires, earthquakes and epidemic among horses that cause
injury or death to the horses at our facility, we may be unable to procure a sufficient number of
reasonably priced horses in a short time. This cou ld result in an inability to secure adequate immune
horse plasma at a reasonable cost, significantly and adversely affecting our production and sales of
our products, our business operations and financial prospects.
There may be real or perceived incidents of severe side effects caused by our products.
Our products may cause undesirable or unintended side effects as a result of a number of
factors, many of which are outside our control. These factors include potential side effects not
revealed in clinical testing, unus ual but severe side effects in isolated cases, defective products not
detected by our quality management system, misuse of our products by end-users or use of our
product for an indication that is not in accordance with regulatory approved usage and labeling. Our
products may also be perceived to cause severe side effects when a conclusive determination as to the
cause of the severe side effects is not obtained or is unobtainable.
Further, our products may be perceived to cause severe side effects if other pharmaceutical
companies’ products containing the same or simila r active pharmaceutical ingredients as our
products cause or are perceived to have caused severe side effects, or if one or more regulators, such
as the NMPA, the MOA, or an international institu tion, such as the WHO, determine that products
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containing the same or similar ingredients as our pro ducts’ could cause or lead to severe side effects.
Such incidences may cause negative publicity and have material adverse impact on the industry and
therefore affect our business and results of operations.
If our products cause, or are perceived to cau se, severe side effects, we may face a number of
consequences, including, but not limited to: (i) inju ry or death of patients; (ii) a severe decrease in the
demand for, and sales of, the relevant products; (iii) recall or withdrawal of the relevant products;
(iv) revocation of regulatory approvals for the rele vant products or the releva nt production facilities;
(v) stricter and more frequent regu latory inspections of our product ion facilities and products; (vi)
removal of relevant products from any medical insurance catalogs or provincial lists of special
medications related to the severe diseases insuran ce; (vii) inability to participate in the centralized
tender process; (viii) exposure to lawsuits and reg ulatory investigation re lating to the relevant
products that result in liabilitie s, fines or penalties; and (ix) br each of contract with our major
customers. As a result of these potential consequences, our revenue and profitability could be
adversely affected.
If we fail to increase our production capacity, our business prospects could be adversely affected.
We manufacture a significant portion of our pro ducts at our production facilities located in
Ji’an, Jiangxi Province and we plan to expand our pr oduction capacity in Ji’an, Jiangxi Province and
build new production lines in Chifeng, Inner Mon golia. Our ability to expand our manufacturing
capacity is subject to a number of risks and uncertain ties, including our ability to obtain the requisite
permits, licenses and approvals for the construct ion and operation of the new production facilities
and production lines, the risk of construction dela ys and delays in equipment procurement, as well as
our ability to timely recruit sufficient qualifie d staff to support the increase in our production
capacity. Consequently, there can be no assurance that we will be able to increase our production
capacities in the manner we contemplate, or at all. In the event we fail to increase our production
c a p a c i t i e s ,w em a yn o tb ea b l et oc a p t u r et h ee x p e c t e dg r o w t hi nd e m a n df o ro u re x i s t i n gp r o d u c t s ,
or to successfully commercialize a dditional products, each of which could adversely affect our
business prospects. Moreover, our plans to increase our production capacities require significant
capital investment, and the actual costs of our expansion plan may exceed our original estimates,
which could adversely affect the return on our expenditure.
We may encounter problems in manufacturing our products.
The manufacturing of pharmaceutical products is a highly exacting and complex process,
particularly because the complexity of biological me chanisms leads to variability in industrial yields,
and also because the biological materials being ma nufactured are very vulnerable to contamination.
The manufacturing of pharmaceutical products i s also heavily regulated by the NMPA, the MOA,
and other regulatory authorities in China. Pr oblems may arise during the manufacturing for a
variety of reasons, including but not limited to: ( i) equipment malfunction; (ii) failure to follow
specific protocols and procedures; (iii) problems with raw materials; (iv) deterioration of horse
plasma due to improper storage; (v) failure to compl y with strictly enforced regulatory requirements
and GMP; (vi) changes in the types of products produced; and (vii) human-made or natural disasters
and environmental factors.
If problems arise during the production of a batch of products, that batch of product may have
to be discarded and we may experience product shortages or incur extra expenses. This could, among
other things, lead to increased costs, decreased re venue, damage to customer relationships, time and
expense spent investigating the cause and, dep ending on the cause, similar losses with respect to
other batches or products. If problems are not discovered before the product is released to the
market, recall and product liability costs may als o be incurred. In addition, if we fail to timely
improve and optimize our manufacturing proces ses or techniques or only make insufficient
improvement, we may not be able to meet the clin ical demand on better safety and efficacy of
antitoxins, nor the market demand on larger and faster supply, which would impair our
competitiveness, interfere with our current sa les and future regulatory submissions and/or
commercialization of new products, and in turn our b usiness and results of operations would suffer.
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We may fail to establish and maintain an effective cold-chain network.
Antitoxin, antiserum products and immune hors e plasma are sensitive biological products.
Even slight changes to temperature and lighting c onditions may affect their potency. To maintain
quality and potency, these products must be stored in strictly controlled environments through
cold-chain logistics providers. Co ld-chain transportation and stor age in the entire delivery process of
these products is required in order to ensure constant monitoring and control of temperature, with a
tracking system implemented to keep proper records of the temperature during transportation and
storage. If we or third parties we cooperate with, o r our distributors and sub-distributors fail to
strictly adhere to any of the requirements when transporting our products through cold-chain, our
products may be exposed to inappropriate temperatures or other improper storage conditions and
subject to potency diminishment or even poten cy loss. In this case, all the products that are
t r a n s p o r t e di nt h es a m eb a t c ha r es u b j e c tt oq u a l i t yd a m a g ea n dm a yn e e dt ob ed e s t r o y e d .A sa
result, our reputation and business may be materially and adversely affected.
We deal with potentially harmful biological materials and other hazardous materials that may cause
environmental contamination or injury to others.
Our manufacturing operations and R&D activi ties involve the controlled use of potentially
harmful biological materials and o ther hazardous materials. In particular, the risk of accidental
contamination to the environment or injury to our employees or others from the use, manufacture,
storage, handling or disposal of these materials m ay not be completely eliminated. For example, the
virus and bacteria used for our production, if lea ked, may pose risks on the environment or public
health. In the event of contamination or injury, we could be held liable for any resulting damages,
which could exceed any applicable insurance cov erage we may have. Furthermore, governmental
agencies could initiate investigations against us, w hich may result in fines, sanctions, revocations of
operating permits, suspension of our operations , closure of our facilities or other penalties. Our
reputation may be harmed as well.
Risks Relating to the Research and Development of Our Product Candidates
We may be unable to successfully complete clinical development, obtain regulatory approval and
commercialize our product candidates, or experience significant delays in doing so.
Our business prospect is influenced by the succes sful development, regulatory approval and
commercialization of our product candidates. The success of our product candidates will depend on
several factors, including: (i) successful completion of preclinical studies, enrollment of patients in,
and completion of clinical trials; (ii) favorable saf ety and efficacy data from our clinical trials and
other studies; (iii) receipt of regulatory appro vals; (iv) the performance by contract research
organizations, or CROs, or other third parties to c onduct clinical trials, of their duties to us in a
manner that complies with our protocols and appli cable laws and that protects the integrity of the
resulting data; and (v) obtaining sufficient s upplies of any competitor products that may be
necessary for use in clinical trials for e valuation of our product candidates.
If we do not achieve one or more of these fact ors in a timely manner or at all, we could
experience significant delays in our ability or be un able to obtain approval for and/or to successfully
commercialize our product candidates, which w ould render us fail to achieve our milestones as
planned, and materially harm our product development efforts. These factors present uncertainty
and material risks to our commercial success and ma y cause potential investo rs to lose a substantial
amount or substantially all of their investment in our business.
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 pharmaceutical market is constantly evolving, and we must keep pace with new
technologies and methodologi es to maintain our competitive position. For the years ended
December 31, 2023, 2024 and 2025, our R&D expe nses amounted to RMB2 4.2 million, RMB13.7
million and RMB23.7 million, respectively. We expect to continue to invest significant amounts of
human and capital resources to develop our produc t candidates and enhance our technologies that
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will allow us to advance our pipeline products. We cannot assure you that we, our CRO or our R&D
collaboration partners will be able to develo p, improve or adapt to new technologies and
methodologies, successfully identify new technological opportunities, develop and bring new or
enhanced products to market, obtain sufficient or any patent or other intellectual property
protection for such new or enhanced products or obtain the necessary regulatory approvals in a
timely and cost effective manner, or, if such products are introduced, that those products will
achieve market acceptance. Any failure to do so may render our efforts obsolete, which could
significantly reduce demand for our products and harm our business and prospects.
Clinical development involves a lengthy and expensive process with uncertain outcomes, and we may
encounter unexpected difficulties executing ou r clinical trials and commercializing our product
candidates on a timely basis.
Clinical testing is expensive and can take multiple years to complete, and its outcome is
inherently uncertain. There can be no assurance that these trials or procedures will be completed in a
timely or cost-effective manner or result in a comm ercially viable product or expanded indication.
Failure to successfully complete these trials or p rocedures in a timely and cost-effective manner
could have a material adverse effect on our prospect s. Clinical trials or procedures may experience
significant setbacks even after earlier trials have shown promising results.
The results of preclinical studies and early clinical trials of our product candidates may not be
predictive of the results of later-stage clinical tria ls, and initial or interim results of a trial may not be
predictive of the final results. Product candidate s in later stages of clinical trials may fail to show the
desired safety and efficacy traits despite having progressed through preclinical studies and initial
clinical trials. In addition, there can be signific ant variability in safety and/or efficacy results
between different trials of the same product candidate due to numerous factors, including changes in
trial procedures set forth in protocols, differen ces in the size and type of the patient populations,
including differences in physical conditions , and the rate of dropout among clinical trial
participants.
We may encounter difficulties enrolling patients i n the clinical trials of our product candidates.
Our ability to enroll a sufficient number of subject s that remain in the trial until its conclusion
is a key factor in determining whether we can com plete a clinical trial in a timely manner. We may
experience difficulties in subject enrollment in our c linical trials for a variety of reasons, including:
(i) the size of the study population required for analysis of the trial’s primary endpoints; (ii) design
and eligibility criteria for the clinical trial in q uestion; (iii) our ability to recruit clinical trial
investigators with the appropriate competencies and experience; (iv) the risk that subjects enrolled in
clinical trials will not complete a clinical tr ial; (v) our ability to obtain and maintain subject
consents; and (vi) the availability of approved p roducts that are non-inferior to our product
candidates.
In addition, our clinical trials may compete with our competitors’ clinical trials for subjects
that are in the same preventive or treatment areas as our product candidates. Such competition will
reduce the number and types of subjects available to us, as some subjects might opt to enroll in a trial
being conducted by our competitors instead of ours. Even if we are able to enroll a sufficient number
of subjects in our clinical trials, delays in subjec t enrollment may result in increased costs or may
affect the timing or outcome of the planned clinical trials, which could prevent completion of these
trials and adversely affect our a bility to advance the developme nt of our product candidates.
We rely on third parties to monitor, support and/or conduct pre-clinical studies and clinical trials of our
product candidates.
We rely on third parties, including but not limit ed to contracting research organizations,
hospitals, clinics and academic institutions who are beyond our control to monitor, support, and/or
conduct pre-clinical studies and clinical trials of our product ca ndidates. As a result, we have less
control over the quality, timing and cost of these s tudies and the ability to recruit trial subjects than
if we conducted these trials wholly by ourselves. If we are unable to maintain or enter into
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agreements with these third parties on acceptable terms, or if any such engagement is terminated, we
may be unable to enroll patients on a timely basis or otherwise conduct our trials in the manner we
anticipate. In addition, there is no guarantee that these third parties will devote adequate time and
resources to our studies or perform as required b y a contract or in accordance with regulatory
requirements. If these third parties fail to meet ex pected deadlines, fail to timely transfer to us any
regulatory information, fail to adhere to protoc ols or fail to act in accordance with regulatory
requirements or our agreements with them, or if th ey otherwise perform in a substandard manner or
in a way that compromises the quality and/or accuracy of their activities and/or the data they obtain,
then pre-clinical studies and clinical trials of ou r product candidates may be extended, delayed or
terminated, or our data may be rejected by the NMPA, the MOA, or other applicable regulatory
agencies.
We may fail to achieve product development milestones as disclosed in this prospectus or subsequent
public disclosures.
We disclose in this prospectus our expectations or targets for the timing of certain milestones
associated with our product development program s, including the anticipated regulatory approval
for the manufacture and sales of a product. Afte r the Listing, as a publicly listed company we may
continue to make such disclosures of our expect ations in this respect. However, the successful
implementation of our product development progra ms is subject to significant business, economic
and competitive uncertainties and contingencies which we will re-evaluate from time to time based
on the government regulations and policies as well as the continued growth of the pharmaceutical
market.
The actual timing for achieving product developm ent milestones could var y significantly from
our expectations due to a number of factors, many of which are outside our control. There can be no
assurance that our preclinical studies or clinical t rials will be completed as planned or at all or that
we will make regulatory submissi ons or receive regulatory approvals as planned or that we will be
able to adhere to our current schedule for the launch of any of our products candidates. If we fail to
achieve one or more of these milestones as planned, it could adversely affect the price of our Shares
and our business prospects.
We may fail to capitalize on product 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 human and financial resources , we must limit our research and development
programs to specific product candidates that we identify for specific indications. As a result, we may
forego or delay pursuit of opportunities with other product candidates or for other indications that
later prove to have greater commercial potential . Our resource allocation decisions may cause us to
fail to capitalize on viable commercial products or p rofitable market opportunities. In addition, if we
do not accurately evaluate the commercial potential or target market for a particular product
candidate, we may relinquish valuable rights to t hat product candidate through collaboration,
licensing or other royalty arrangements when it would have been more advantageous for us to retain
sole development and commercializ ation rights to such product candidate. Such developments could
have a material adverse effect on our business, fi nancial condition and results of operations.
The data and information that we gather in our R&D process could be inaccurate or incomplete.
We collect, aggregate, process, and analyze data and information from our preclinical studies
and clinical trials. We also engage in substantial inf ormation gathering following the identification
of a promising product candidate. If we make mist akes in the capture, input, or analysis of these
data, our ability to advance the development of ou r product candidates may be materially harmed
and our business, prospects and reputation may suffer.
We also engage in the procurement of regulato ry approvals necessary for the development and
commercialization of our product candidates, for which we manage and submit data to
governmental authorities. These processes a nd submissions are governed by complex data
processing and validation policie s and regulations. Notwithstandi ng such policies and regulations,
interim, top-line or preliminary data from our clin ical trials that we anno unce or publish from time
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to time may change as more patient data become ava ilable 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 agenc y that concludes that our storage, handling,
submission, delivery, or display of health informa tion 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.
Risks Relating to Governmental Regulations
All material aspects of the research, development and commercialization of pharmaceutical products
are heavily regulated.
All jurisdictions in which we intend to devel op and commercialize our product candidates
regulate these activities in great depth and deta il. We intend to focus our activities in China while
pursuing global opportunities. Most of these places strictly regulate the pharmaceutical industry,
and in doing so they employ broadly similar regulatory strategies. However, there are differences in
the regulatory regimes that make for a complex and costly regulatory compliance burden for a
company like us that plans to export to multiple regions.
The process of obtaining regulatory approvals with appropriate laws and regulations requires
the expenditure of substantial time and financial resources. Failure of us or our business partners to
comply with the applicable requir ements at any time during the product development process or
approval process, or after approval, may subject us to administrative or judicial sanctions. These
sanctions could include but are not limited to a regul ator’s refusal to approve pending applications,
withdrawal of an approval, license revocation, a clinical hold, voluntary or mandatory product
recalls, product seizures, total or partial suspensio n of production or distribution, injunctions, fines,
refusals of government contracts, restitution, disgorgement or civil or criminal penalties. Any
occurrence of the foregoing could therefore mater ially adversely affect our business, financial
condition, results of operations and prospects.
There may be adverse events caused by our product candidates.
Adverse events caused by our product candidates could cause us or regulatory authorities to
interrupt, delay or halt clinical trials and could resu lt in a more restrictive label or the delay or denial
of regulatory approval by the NMPA, the MOA, or ot her applicable regulatory authority, or could
result in limitations or withdrawal following appr ovals. If results of our trials reveal a high and
unacceptable severity or prevalence of adverse events, our trials could be suspended or terminated
and the NMPA, the MOA, or other applicable regulato ry authorities could order us to cease further
development of, or deny approval of, our product candidates.
Any reported adverse events in our clinical trials could affect patient rec ruitment or the ability
of enrolled subjects to complete the trial, and cou ld result in potential product liability claims. Any
of these occurrences may harm our reputation, business, financial condition and prospects
significantly. In this prospect us and from time to time, we disclose clinical results for our product
candidates, including the occurrence of adverse events and serious adverse events. Each such
document speaks only as of the date of the data cutoff used in such document, and we undertake no
duty to update such information u nless required by applicable law.
Our products and any future approved product candidates will be subject to ongoing regulatory
obligations and continued regulatory review.
Our products and any additional product candidates that are approved by the regulators are
and will be subject to ongoing regulatory requirem ents with respect to manufacturing, labeling,
packaging, storage, advertising, promotion, sampling, record-keeping, conduct of post-market
studies, submission of safety, efficacy, and other post-market information, and other requirements
of regulatory authorities in China and/or other countries. We are and will be subject to continual
review and inspections by the regulators in order to assess our compliance with applicable laws and
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requirements and adherence to commitments we mad e in any application materials with the NMPA,
the MOA, or other applicable author ities. Accordingly, we must co ntinue to devote time, money and
effort in all areas of regulatory compliance.
The regulatory approvals for our products and any approvals that we receive for our product
candidates are and may be subject to limitations on the indicated uses for which our product may be
marketed. The approvals we obtain may also be subject to other conditions which may require
potentially costly post-marketing testing and surv eillance to monitor the safety and efficacy of our
products or product candidates. Such limitations and conditions could adversely affect the
commercial potential of our products.
The NMPA, the MOA, or other applicable regulatory authorities may seek to impose a consent
decree or withdraw marketing approval if we fail to maintain compliance with these ongoing
regulatory requirements or if problems occur afte r the product reaches the market. Later discovery
of previously unknown problems with our products or product candidates or with our
manufacturing processes may result in revision s to the approved labeling or requirements to add
new safety information; imposition of post-market studies or clinical studies to assess new safety
risks; or imposition of distribution restrictions or o ther restrictions. Other potential consequences
include, among other things: (i) restrictions on the marketing or manufacturing of our products,
withdrawal of the product from the market, or voluntary or mandatory product recalls; (ii) fines,
untitled or warning letters, or holds on clinical tr ials; (iii) refusal by the NMPA, the MOA, or other
applicable regulatory authorities to approve pe nding applications or supplements to approved
applications filed by us or suspension or revocatio n of license approvals or withdrawal of approvals;
and (iv) product seizure or detention, or refusal to permit the import or export of our products and
product candidates; and/or in junctions or the imposition o f civil or criminal penalties.
Products may be promoted only for their approved indications and for use in accordance with
the provisions of the approved label. The polic ies of the NMPA, the MOA, and other applicable
regulatory authorities may change and additional g overnment regulations may be enacted that could
prevent, limit or delay regulatory approval of our product candidates. We cannot predict the
likelihood, nature or extent of governmental po licies or regulations that may arise from future
legislation or administrative actions in China o r abroad, where the regulatory environment is
constantly evolving. If we are slow or unable to adapt to changes in existing requirements or the
adoption of new requirements or policies, or if we are unable to maintain regulatory compliance, we
may lose any regulatory approval that we ha ve obtained and we may not achieve or sustain
profitability.
Changes in government regulations or in practices relating to the healthcare industry may result in
additional costs.
The healthcare industry is heavily regulated g lobally. Changes in gove rnment regulation or in
practices relating to the healthcare industry, such as a relaxation in regulatory requirements, or the
introduction of simplified approval procedures w hich will lower the entry barrier for potential
competitors, or an increase in re gulatory requirements which may increase the difficulty for us to
satisfy such requirements, may have a material adv erse impact on our business, financial condition,
results of operations and prospects.
In China and some other jurisdictions, a numb er of legislative and regulatory changes and
proposed changes regarding healthcare could prevent or delay regulatory approval of our product
candidates, restrict or regulate post-approval activ ities and affect our ability to profitably sell our
products and any product candidates for which we obtain regulatory approval. In recent years, there
have been and will likely continue to be efforts to e nact administrative or legislative changes to
healthcare laws and polic ies, including measures which may result in more rigorous coverage criteria
and downward pressure on the price that we fix f or any approved product. Any reduction in
reimbursement from gove rnment programs may result in a similar reduction in payments from
private payors. The implementation of cost conta inment measures or other healthcare reforms may
prevent us from being able to generate revenue, a ttain profitability, or co mmercialize our products.
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We are subject to risks concerning Two-Invoice System.
As one of the measures of the PRC healthcare sy stem reform, the State Council together with
seven other central government departments (including the NHC and the NMPA) jointly issued the
Notice of Publishing Opinions on Implementing Two-Invoice System in Drug Procurement Among
Public Medical Institutions (For Trial Implementation) ( 《印發關於在公立醫療機構藥品採購中推行
「兩票制」的實施意見（試行）的通知》) on December 26, 2016. See ‘‘Regulatory Overview — Other
Laws and Regulations in Relation to Medical Industry — Drug Circulation and Two-Invoice
System.’’ The ‘‘Two-Invoice System’’ means one invoice between the pharmaceutical manufacturer
and the pharmaceutical distributor, and one invoic e 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 public hospital. Public medical institutions are
generally required in the Two-Invoice System for drug procurement, while other medical institutions
are encouraged but not required to follow. Violations of the Two-Invoice System may result in
disqualification from the bidding and procuremen t process, blacklisting from engaging in sales to
public hospitals, or inclusion in adverse records of pharmaceutical procurement.
We or our business partners may fail to maintain the necessary licenses for the development,
production, promotion, sales and distribution of our products.
We are required to obtain, maintain and ren ew various permits, licenses, approvals and
certificates in order to develop, produce, promote and sell our products, and the third parties on
whom we may rely on to develop, produce, promote, sell and distribute our products may be subject
to similar requirements. For more details, see ‘‘ Business — Licenses and Permits.’’ We and the
parties on whom we rely, such as distributors and s uppliers, may be subject to regular inspections,
examinations, inquiries and audits by the regula tory authorities, and an adverse outcome of such
inspections, examinations, inquiries and audits m ay result in the loss or non-renewal of the relevant
permits, licenses, approvals and certificates. Mo reover, there can be no assurance we or the parties
on whom we rely on will be able to meet new criteria that may be imposed in order to obtain or
renew the necessary permits, licenses, approvals a nd certificates. Many of such permits, licenses,
approvals and certificates are material to the ope ration of our business, and if we or parties on whom
we rely on fail to maintain or renew material permit s, licenses, approvals and certificates, it could
materially impair our ability to conduct our busin ess. There is no assurance that we will be able to
maintain or renew material permits, licenses, approvals and certificates in the future.
Any changes in the standards used by governmental authorities in considering whether to renew
or reassess our licenses, permits, approvals a nd certificates, as well as any enactment of new
regulations that may restrict the conduct of our bus iness, may also decrease our revenue and increase
our costs, which in turn could materially and adv ersely affect our profitability and prospects.
Furthermore, if the interpretation or implementat ion of existing laws and regulations changes, or
new regulations come into effect, so as to require us or parties upon whom we rely to obtain any
additional permits, licenses, approvals or certifi cates that were previously not required to operate
our business, there can be no assurances that we or parties upon whom we rely will successfully
obtain such permits, licenses, approvals or certificates.
We are subject to certain regulatory requirements over foreign currency conversion and remittance.
Currently, the conversion and remittance of foreign currencies from RMB are subject to certain
laws and regulations. It cannot be guaranteed that under a certain exchange rate, we will have
sufficient foreign exchange to meet our foreign exchange requirements . Under the current PRC
foreign exchange control system, foreign exchange transactions under the current account conducted
by us, including the payment of dividends, do not require advance approval from the State
Administration of Foreign Exchange (‘‘ SAFE ’’), but we are required to present documentary
evidence of such transactions and conduct such tr ansactions at designated foreign exchange banks
within China that have the licenses to carry out f oreign exchange business. Foreign exchange
transactions under the capital account conducted by us, however, must be approved in advance by
the SAFE.
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Under existing foreign exchange regulations, following the completion of the Global Offering,
we will be able to pay dividends in foreign currencies without prior approval from the SAFE by
complying with certain procedural requirements. However, the foreign exchange policies regarding
payment of dividends in foreign currencies may ch ange from time to time in the future. In addition,
any insufficiency of foreign exchange may restrict our ability to obtain sufficient foreign exchange
for dividend payments to shareholders or to satis fy any other foreign exchange requirements. If we
fail to obtain approval from the SAFE to convert Re nminbi into any foreign exchange for any of the
above purposes, our capital expenditure plans, and e ven our business, operating results and financial
condition, may be materially and adversely affected.
Changes in international trade policies, barriers and tariffs or the emergence of a trade war may have
an adverse effect on our business and expansion plans.
International market conditions and the international regulatory environment have historically
been affected by competition among countries and ge opolitical frictions. Changes to trade policies,
treaties and tariffs of the jurisdictions in which we export to, or the perception that these changes
could occur, could adversely affect the financial and economic conditions of the jurisdictions in
which we operate, as well as our overseas expansion, our financial condition and results of
operations. Specifically, imposition or increase o f tariffs may lead to increase of our sales prices to
end-customers, undermining the demand for our products in overseas regions, negatively impact our
export to foreign regions.
Certain of our practices with respect to social insurance and housing provident fund contribution may
subject us to penalties.
We are required by PRC labor laws and regulations to pay various statutory employee benefits,
including pensions insurance, medical insurance , work-related injury insurance, unemployment
insurance, maternity insurance and housing fund, to designated government agencies for the benefit
of our employees. Companies registered and operating in China are required under the Social
Insurance Law of the PRC ( 《中華人民共和國社會保險法》), the Provisional Regulations for the
Collection and Payment of Social Insurance Premiums ( 《社會保險費徵繳暫行條例》)a n dt h e
Regulations on Management of Housing Fund ( 《住房公積金管理條例》) to apply for social
insurance registration and housing fund deposit re gistration within 30 days of their establishment
and to pay for their employees different social insurance including pension insurance, medical
insurance, work-related injury insurance, unemployment insu rance and maternity insurance and
housing provident fund to the extent required by law.
During the Track Record Period and up to the La test Practicable Date, we did not make full
contributions to social insurance and housing provident funds for some of our employees. Pursuant
to the relevant PRC laws and regulations, if any of the relevant social insurance authorities is of the
view that the social insurance contributions we made for our employees do not comply with the
requirements under the relevant PRC laws and regulations, it may order us to pay the outstanding
balance within a prescribed time period plus a late fee of 0.05% of the total outstanding balance per
day. If we fail to do so within the prescribed period as requested by the relevant social insurance
authorities, we may be subject to a fine ranging be tween one to three times of the total outstanding
balance. In addition, if any of the relevant housing provident fund authorities is of the view that our
contributions to the housing provident fund do not satisfy the requirements under the relevant PRC
laws and regulations, it may order us to pay the outstanding balance within a prescribed period. If
we fail to do so within the prescribed period, we may be subject to an order from the relevant PRC
courts for compulsory enforcement.
We cannot assure you that we will not receive any c omplaint, penalty or enforcement action for
our historical practices with respect to social in surance and housing provident fund contributions
and we cannot assure you that the competent government authorities will not require us to settle the
outstanding amount within the specified time limit or impose late payment penalties on us. If we are
otherwise subject to investigations related to non -compliance with labor laws and are imposed severe
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penalties or incur significant leg al fees in connection with labor law disputes or investigations, our
financial condition and results of operations could be adversely affected. For details, see ‘‘Business
— Employees — Social Insurance and Housing Provident Fund’’ in this prospectus.
We may be directly or indirectly subject to applicable anti-kickback, false claims laws, physician
payment transparency laws, fraud and abuse laws or similar healthcare and security laws and
regulations in China and other jurisdictions.
Healthcare providers, physic ians and others play a primary role in the recommendation and
prescription of any products for which we obtain regulatory approval. If we obtain approval from
the NMPA, the MOA or other applicable regulatory authorities for any of our product candidates
and begin commercializing those pr oducts in China and our other target markets, our operations
may be subject to various fraud and abuse laws in Ch ina and other jurisdictions, including, without
limitation, the PRC Anti-Unfair Competition Law ( 《反不正當競爭法》) and PRC Criminal Law ( 《刑
法》). These laws may impact, among other things, o ur proposed sales, marketing and education
programs. In addition, we are subject to similar healt hcare laws in other jurisdictions, some of which
may be broader in scope than others and may apply to healthcare services reimbursed by any source,
which may include not only governmental payers, but also private insurers. There are ambiguities as
to what is required to comply with any of these requ irements, and if we fail to comply with any such
requirement, we could be subject to penalties.
Violations of fraud and abuse laws may be puni shable by criminal and/or civil sanctions,
including penalties, fines and/or exclusion or suspension. Efforts to ensure that our business
arrangements with third parties comply with applic able healthcare laws and regulations will involve
substantial costs. Government authorities co uld conclude that our business practices may not
comply with current or future statutes, regulations or case law involving applicable fraud and abuse
or other healthcare laws and regulations. If any suc h actions are instituted against us, and if we are
not successful in defending ourselves or assertin g our rights, those actions could result in the
imposition of civil, criminal and administrative pen alties, damages, disgorgement, monetary fines,
possible exclusion from participation in governmental healthcare programs, contractual damages,
reputational harm, diminished pro fits and future earnings, and cur tailment of our operations, any of
which could adversely affect our ability to operate our business and have a significant impact on our
businesses and results of operations.
If any of the physicians or other providers or entities with whom we expect to do business are
found to be not in compliance wit h applicable laws, they may be subject to criminal, civil or
administrative sanctions, includi ng exclusions from government-fu nded healthcare programs, which
may also adversely affect our business.
You may experience difficulties in effecting service of legal process and enforcing judgments against us
and our management based on Hong Kong or other foreign laws.
We are incorporated under the laws of the PRC, and all of our assets are located in the PRC. In
addition, a majority of our Directors and senior management personnel reside within the PRC, and
substantially all their assets are located within the PRC. As a result, it may not be possible to effect
service of process within the United States or e lsewhere outside the PRC upon us or our Directors
and senior management personnel.
On July 14, 2006, the Supreme People’s Court of the PRC and the government of Hong Kong
Special Administrative Region entered into th e Arrangement on Reciprocal Recognition and
Enforcement of Judgments in Civil and Commercia l Matters by the Courts of the Mainland and of
the Hong Kong Special Administrative Region Pu rsuant to Choice of Court Agreements between
Parties Concerned ( 《關於內地與香港特別行政區法院相互認可和執行
當事人協議管轄的民商事案件判
決的安排》) (the ‘‘Arrangement ’’) which was taken into effect on August 1, 2008. Pursuant to the
Arrangement, where any designated PRC court or any designated Hong Kong court has made an
enforceable final judgment requ iring payment of money in a civil or commercial case under a choice
of court agreement in writing, any party concerned may apply to the relevant PRC court or Hong
Kong court for recognition and en forcement of the judgment. A choice of court agreement in writing
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is defined as any agreement in writing entered int o between parties after the effective date of the
Arrangement in which a Hong Kong court or a mainl and court is expressly selected as the court
having sole jurisdiction for the dispute.
On January 18, 2019, the Supreme People’s Cou rt and the Hong Kong SAR Government signed
the Arrangement on Reciprocal Recognition a nd Enforcement of Judgments in Civil and
Commercial Matters by the Courts of the Mainland and of the Hong Kong Special
Administrative Region ( 關於內地與香港特別行政區法院相互認可和執行民商事案件判決的安排), or
the New Arrangement, which seeks to establish a mechanism with greater clarity and certainty for
recognition and enforcement of judgments in wider range of civil and commercial matters between
Hong Kong SAR and the Chinese mainland. The New Arrangement does not include the
requirement for a choice of court agreement in wr iting by the parties. The New Arrangement will
only take effect after the promulgation of a judici al interpretation by the Supreme People’s Court
and the completion of the relevant legislative procedures in the Hong Kong SAR. The New
Arrangement will, upon its effectiveness, superse des the Arrangement. Therefore, before the New
Arrangement becomes effective, it may be difficu lt to enforce a judgment rendered by a Hong Kong
court in China if the parties in the dispute do not a gree to enter into a choice of court agreement in
writing.
We are subject to risks concerning certain of our properties in China.
We have not yet obtained title certificates for several buildings used as laboratories and
administrative offices or currently vacant in Hai kou, Hainan. According to the relevant PRC laws
and regulations and as advised by our PRC Legal Ad viser, we may be subject to a fine ranging from
RMB50,000 to RMB405,000 as a consequence. In such event, our operations and financial condition
may be adversely affected.
Risks Relating to Our Inte llectual Property Rights
We may be unable to obtain and maintain patent protection for our products and product candidates
through intellectual property rights, or the scope of such intellectual property rights obtained may be
not sufficiently broad.
Our success depends in large part on our ab ility to protect our proprietary technology,
products and product candidates from competition by obtaining, maintaining and enforcing our
intellectual property rights, incl uding patent rights. This process i s expensive and time-consuming,
and we may not be able to file and prosecute all ne cessary or desirable patent applications at a
reasonable cost or in a timely manner. We may als o fail to identify patentable aspects of our R&D
output before it is too late to obtain patent protection. As a result, we may not be able to prevent
competitors from developing and commercializ ing competitive products in all such fields and
territories.
Patents may be invalidated and patent applications may not be granted for a number of
reasons, including known or unknown prior deficiencies in the patent application or the lack of
novelty of the underlying invention or technology. Any of counterparties with whom we have
entered into non-disclosure and confidentiality agreements may breach such agreements and disclose
such output before a patent application is filed, jeop ardizing our ability to seek patent protection. In
addition, publications of discoveries in the sc ientific literature often lag behind the actual
discoveries. Patent applications in China and othe r jurisdictions are typically not published until
18 months after filing, or in some cases, not at all.
Under the Patent Law of the PRC ( 中華人民共和國專利
法) promulgated by the Standing
Committee of the NPC, as amended, patent applications are maintained in confidence until their
publication at the end of 18 months from the filin g date. 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.
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Furthermore, the PRC have adopted the ‘‘first-to -file’’ system under which whoever first files a
patent application will be awarded the patent if al l other patentability requirements are met. Under
the first-to-file system, even after reasonable i nvestigation we may be unable to determine with
certainty whether any of our products, processes, technologies, inventions, improvement and other
related matters have infringed upon the intellect ual property rights of others, because such third
party may have filed a patent application while we are still developing that product, and the term of
patent protection starts from the date the pate nt was filed, instead of the date it was issued.
Therefore, the validity of issued patents, patentability of pending patent applications and
applicability of any of them to our programs may be lower in priority than third-party patents
issued on a later date if the application for such pa tents was filed prior to ours and the technologies
underlying such patents are the same or substanti ally similar to ours. In addition, under PRC patent
law, any organization or individ ual 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 confidentiality
examination. Otherwise, if an application is later filed in China, the patent right will not be granted.
The coverage claimed in a patent application can be significantly reduced before the patent is
issued, and its scope can be reinterpreted after i ssuance. Even if patent applications we license or
own currently or in the future are to be issued as patents, they may not be issued in a form that will
provide us with any meaningful protection, prevent competitors or other third parties from
competing with us, or otherwise provide us with an y competitive advantage. In addition, the patent
position of pharmaceutical comp anies generally is highly uncert ain, involves complex legal and
factual questions, and has been the subject of mu ch litigation in recent years. As a result, the
issuance, scope, validity, enfo rceability and commercial value o f our patent rights are highly
uncertain.
The issuance of a patent is not conclusive as to its inventorship, scope, validity or
enforceability, and our patents may be challeng ed in the courts or patent offices in the PRC and
other countries. We may be subject to a third-party pre-issuance submission of prior art to the
CNIPA or other related intellectual property offices, or become involved in post-grant proceedings
such as opposition, derivation, revocation and re-ex amination, or inter parte s review, or interference
proceedings or similar proceedings in foreign jurisdi ctions challenging our patent rights or the patent
rights of others. An adverse determination in any such submission, proceeding or litigation could
reduce the scope of, or invalidate, our patent r ights, allow third parties to commercialize our
technology, products or product candidates and compete directly with us without payment to us.
Moreover, we may have to participate in interference proceedings declared by the CNIPA or other
related intellectual property offices to determine priority of invention or in post-grant challenge
proceedings, such as oppositions in a foreign patent office, that challenge the priority of our
invention or other features of patentability of our patents and patent applic ations. Such challenges
may result in loss of patent rights, loss of excl usivity, or in patent claims being narrowed,
invalidated, or held unenforceable, which cou ld limit our ability to stop others from using or
commercializing similar or identical technology and products, or limit the duration of the patent
protection of our technology, products and product candidates. Such proceedings also may result in
substantial costs and require significant t ime from our skilled and qualified employees and
management, even if the eventual outcome is favor able to us. Consequently, we do not know whether
any of our technologies, products or product candidates will be protectable or remain protected by
valid and enforceable patents. Our competitors or o ther third parties may be able to circumvent our
patents by developing similar or alternative techno logies or products in a non-infringing manner.
Even if we are able to obtain patent protection for our products and product candidates, the life of such
protection, if any, is limited.
Although various adjustments and extensions may be available, the term of a patent, and the
protection it affords, is limited. Even if we successf ully obtain patent protection for an approved
product candidate, such product candidate m ay face competition from generic or biosimilar
medications once the patent ha s expired. Manufacturers of generic or biosimilar products may
challenge the scope, validity or enforceability of o ur patents in court or before a patent office, and
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we may not be successful in enforcing or defending th ose intellectual property rights and, as a result,
may not be able to develop or market the relevant product exclusively, which would have a material
adverse effect on any potential sales of that product. The issued patents and pending patent
applications, if issued, for our products and product candidates are expected to expire on various
dates as described in the paragraph headed ‘‘S tatutory and General Information — Further
Information about the Business of Our Company — 2. Intellectual Property Rights’’ in Appendix
VII to this document. 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
product candidates, patents protecting such product candidates might expire before or shortly after
such product candidates are commercialized. As a result, our owned and licensed patents and patent
applications may not provide us with sufficien t rights to exclude othe rs from commercializing
products similar or identical to ou rs. Moreover, some of our patents and patent applications may in
the future be, co-owned with third parties. If we are unable to obtain an exclusive license to any such
third-party co-owners’ interest in such patents or patent applications, such co-owners may be able to
license their rights to other third parties, inclu ding our competitors, and our competitors could
market competing products and technology. In addition, we may need the cooperation of any such
co-owners of our patents in order to enforce such patents against thi rd parties, and such cooperation
may not be provided to us. Any of the foregoing could have a material adverse effect on our
competitive position, business, financial conditions, results of operations and prospects.
We may become involved in lawsuits to protect or enforce our intellectual property.
Competitors may infringe our patent rights o r misappropriate or otherwise violate our
intellectual property rights. To counter infri ngement or unauthorized use, litigation may be
necessary in the future to enforce or defend our intellectual property rights, to protect our trade
secrets or to determine the validity and scope of our own intellectual property rights or the
proprietary rights of others. This can be expen sive and time consuming. Any claims that we assert
against perceived infringers could also provoke these parties to assert counterclaims against us
alleging that we infringe their intellectual propert y rights. Accordingly, despite our efforts, we may
not be able to prevent third parties from infrin ging upon or misappropriating our intellectual
property. An adverse result in any litigation proceeding could put our patents, as well as any patents
that may issue in the future from our pending patent applications, at risk of being invalidated, held
unenforceable or interpreted narrowly. Furthermo re, because of the substantial amount of discovery
required in connection with intellectual property litigation, some of our confidential information
could be compromised by disclosure during this type of litigation.
Defendant counterclaims allegi ng invalidity or unenforceabilit y are commonplace, a third party
can assert invalidity or unenforceability of a pate nt on numerous grounds. Such proceedings could
result in revocation or amendment to our patents in such a way that they no longer cover and protect
our products or product candidates. The outcom e following legal assertions of invalidity and
unenforceability is unpredictable . With respect to the validity of our patents, for example, we, our
patent counsel, and the patent examiner coul d be unaware of invalidating prior art during
prosecution. If a defendant were to prevail on a lega l assertion of invalidity a nd/or unenforceability,
we would lose at least part, and perhaps all, of the patent protection on our products or product
candidates. Such a loss of patent protection could have a material adverse impact on our business.
If we are sued for infringing intellectual property rig hts of third parties, such litigation could be costly
and time consuming and could prevent or delay us from developing or commercializing our product
candidates.
We are aware of numerous issued patents and pending patent applications belonging to third
parties that exist in fields in which we are developing our product candidates. We may also be
unaware of third-party patents or patent applications, and given the dynamic area in which we
operate, additional patents are likely to be issued that relate to aspects of our business. As the
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pharmaceutical industry expands and more patents are issued, the risk increases that our product
candidates may give rise to claims of infringement of the patent rights of others. Third parties may
assert that we are using technology in violation of their patent or other proprietary rights. Defense of
these claims, regardless of their merit, could invol ve substantial litigation expense and divert our
technical personnel, management personnel, or bot h from their normal responsibilities. Even in the
absence of litigation, we may seek to obtain license s from third parties to avoid the risks of litigation,
and if a license is available, it could impose cos tly royalty and other fees and expenses on us.
If third parties bring successful claims against us for infringement of their intellectual property
rights, we may be subject to injunctive or other equitable relief, which could prevent us from
developing and commercializing one or more of our product candidates. In the event of a successful
claim against us of infringement or misappropriat ion, or a settlement by us of any such claims, we
may have to pay substantial damages, including treble damages and attorneys’ fees in the case of
willful infringement, pay royalties or redesign o ur infringing product candidates, which may be
impossible or require substantial time and cos t. In the event of an adverse result in any such
litigation, or even in the absence of litigation, we may need to obtain licenses from third parties to
advance our research or allow commercialization of our product candidates. Any such license might
not be available on reasonable terms or at all. In the event that we are unable to obtain such a
license, we would be unable to further develop and commercialize one or more of our product
candidates, which could harm our business signif icantly. We may also elect to enter into license
agreements in order to settle patent infringement c laims or to resolve disputes prior to litigation, and
any such license agreements may require us to pay royalties and other fees that could significantly
harm our business.
Even if litigation or other proceedings are resolved in our favor, there could be public
announcements of the results of hearings, motions or other interim proceedings or developments,
and if securities analysts or investors perceive these results to be negative, this could have a
substantial adverse effect on the market price of our Shares. We may not have sufficient financial or
other resources to adequately conduct such litigation or proceedings. Some of our competitors may
be able to sustain the costs of such litigation or pro ceedings more effectively than we can because of
their greater financial resources. Uncertainties resulting from the initiation and continuation of
patent litigation or other proceedings could hav e a material adverse effect on our ability to compete
in the marketplace and t he price of our H Shares.
Our patent protection could be reduced or eliminated for non-compliance with procedural document
submission, fee payment and other requirements imposed by government patent agencies.
Periodic maintenance fees on any issued patent are due to be paid to the CNIPA and other
patent agencies in several stages over the lifetime of the patent. The CNIPA and various
governmental patent agencies require complianc e with a number of procedural, documentary, fee
payment, and other similar provisions d uring the patent application process.
Although an inadvertent lapse can in many cases be cured by payment of a late fee or by other
means in accordance with the applicable rules, no n-compliance can result in abandonment or lapse
of the patent or patent application, resulting in p artial or complete loss of patent rights in the
relevant jurisdiction. Non-compliance events tha t could result in abandonment or lapse of a patent
or patent application include failure to respond t o official actions within prescribed time limits,
non-payment of fees, and failure to properly le galize and submit formal documents. In any such
event, our competitors might be able to enter the market, which would have a material adverse effect
on our business.
We may be unable to protect the confidentiality of our trade secrets, and we may be subject to claims
that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.
In addition to our issued patent and pending pa tent applications, we rely on trade secrets,
including unpatented know-how, technology and other proprietary information, to maintain our
competitive position and to protect our products and product candidates. We seek to protect these
trade secrets, in part, by entering into non-disclos ure and confidentiality agreements or include such
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undertakings in the agreement with parties that h ave access to them. We also enter into employment
agreement or consulting agreement with our employ ees and consultants that includes undertakings
regarding assignment of inventions and discoveri es. However, any of these parties may breach such
agreements and disclose our proprietary information, and we may not be able to obtain adequate
remedies for such breaches. Enforcing a claim tha t a party illegally disclosed or misappropriated a
trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. If any
of our trade secrets were lawfully obtained or independently developed by a competitor, we would
have no right to prevent them from using that technology or information to compete with us and our
competitive position would be harmed.
Furthermore, certain of our employees were previously employed at other pharmaceutical
companies, including our competitors or potenti al competitors. Some of these employees executed
proprietary rights, non-disclosure and non-competition agreements in connection with such previous
employment. Although we try to ensure that our emp loyees 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 employee’s former emplo yer. 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 a gainst such claims, litigation could result in
substantial costs and be a distraction to management.
In addition, while we typically require our employ ees, consultants and contractors involved in
the development of intellectual property to execute agreements assigning such intellectual property
to us, we may be unsuccessful in executing such an agreement with each party who in fact develops
intellectual property that we regard as our own, which may result in claims by or against us related
to the ownership of such intellect ual 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 aga inst such claims, litigation could result in
substantial costs and be a distraction to our management and scientific personnel.
Our trademarks and trade names may be not adequately protected.
We own issued trademark registrations and h ave trademark applications pending as of the
Latest Practicable Date, any of which may be the subject of a governmental or third-party
opposition or objection, which could prevent the registration or maintenance of the same. We cannot
assure you that any currently pending trademark applications or any trademark applications we may
file in the future will be approved. In addition, in proceedings before some governmental agencies in
many foreign jurisdictions, third parties are gi ven an opportunity to oppose pending trademark
applications and to seek to cancel registered trade marks. Opposition or cancellation proceeding may
be filed against our trademarks and our trademarks may not survive such proceedings. If we are
unsuccessful in obtaining trademark protecti on for our primary brands, we may be required to
change our brand names, which could materially an d adversely affect our business. Moreover, 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 adopti ng, registering or using
trademarks and trade dress that infringe, dilute or otherwise violate our trademark rights, or
engaging in conduct that constitutes unfair competi tion, defamation or other violation of our rights,
our business could be materia lly and adversely affected.
Our trademarks or trade names may be challenged , infringed, circumvented or declared generic
or determined to be infringing on other marks. We may not be able to protect our rights to these
trademarks and trade names, which we need to build name recognition among potential partners or
customers in our markets of interest. In addition, there could be potential trade name or trademark
infringement claims brought by owners of other registered trademarks or trademarks that
incorporate variations of our registered or unregistered trademarks or trade names. Over the long
term, if we are unable to establish name recognition based on our trademarks and trade names, then
we may not be able to compete effectively and our b usiness may be adversely affected. If we attempt
to enforce our trademarks and assert trademark infringement claims, a court may determine that the
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marks we have asserted are invalid or unenforceable, or that the party against whom we have
asserted trademark infringement has superior rights to the marks in question. In the event that our
trademarks or trade names are successfully challenged, we could be forced to rebrand our products,
which could result in loss of brand recogniti on and could require us to devote resources to
advertising and marketing new brands. Any of the foregoing could have a material adverse effect on
our competitive position, business, financial conditions, results of operations and prospects.
We may not be able to adequately enforce our intellectual property rights even in the jurisdictions where
we seek protection.
Filing, prosecuting, and defending patents on p roduct candidates in all countries throughout
the world would be prohibitively expensive, and the laws of some countries may not protect our
rights to the same extent as the laws of China. Consequently, we may not be able to prevent third
parties from practicing our inventions in all cou ntries outside China, or from selling or importing
products made using our inventions in and into China or other jurisdictions. Competitors may use
our technologies in jurisdictions where we have not obtained patent protection to develop their own
products and, further, may export otherwise infringing products to territories where we have patent
protection but enforcement is not as strong as that in China. These products may compete with our
products, and our patents or other intellectual property rights may not be effective or sufficient to
prevent them from competing.
The legal systems of certain countries, particularly certain developing countries, do not favor
the enforcement of patents, trade secrets, and other intellectual property protection, particularly
those relating to biotechnology products, w hich could make it difficult for us to stop the
infringement of our patents or marketing of competing products in violation of our intellectual
property and proprietary rights generally. Pro ceedings to enforce our intellectual property and
proprietary rights in foreign jurisdictions could re sult in substantial costs and divert our efforts and
attention from other aspects of our business, could put our patents at risk of being invalidated or
interpreted narrowly, could put our patent applications at risk of not issuing, and could provoke
third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the
damages or other remedies awarded, if any, may n ot be commercially meaningful. Accordingly, our
efforts to enforce our intellectual property and proprietary rights around the world may be
inadequate to obtain a significant commercial adv antage from the intellectual property that we
develop or license.
Many countries have compulsory licensing laws under which a patent owner may be compelled
to grant licenses to third parties. In addition , many countries limit the enforceability of patents
against government agencies or government contractors. In these countries, the patent owner may
have limited remedies, which could materially diminish the value of such patent. If we or any of our
licensors is forced to grant a license to third par ties with respect to any patents relevant to our
business, our competitive position may be impaired, and our business, financial condition, results of
operations, and prospects may be adversely affected.
Risks Relating to Our General Operations
Our success depends on our key senior management me mbers and our ability to attract, train, motivate
and retain highly skilled and qualified employees.
We are dependent on our senior management to manage our business and operations, and on
our key research and development personnel to develop new products, technologies and applications
and to enhance our existing products. Our success a lso depends on our team o f skilled and qualified
employees and their ability to keep pace with a dvanced technologies and developments in
pharmaceutical industry and develop new products.
We compete for qualified personnel with other pharmaceutical companies, universities and
research institutions. The pool of suitable ca ndidates is limited, and we may face challenges in
attracting and retaining skilled and qualified e mployees. We may not be able to hire and retain
enough skilled and qualified emplo yees at the current level of wages. To compete effectively, we may
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need to offer higher compensation and other benef its, which could materially and adversely affect
our financial condition and results of operation s. In addition, we may not be successful in training
our professionals to keep pace with changes in customer needs and technological and regulatory
standards. Any inability to attract, motivate, t rain or retain skilled and qualified employees may
have a material adverse effect on our business, financial condition, results of operations, cash flows
and prospects.
We may be subject to product liability claims.
The development and commercialization of pharm aceutical products entail inherent risks of
harm to patients and we are therefore exposed to ri sks associated with product liability claims as a
result of developing, producing, marketing, pro moting and selling pharmaceutical products in the
jurisdictions in which our pharmaceutical produ cts are marketed and sold. Such claims may arise if
any of our products are deemed or proven to be unsa fe, ineffective, defective or contaminated or if
we are alleged to have engaged in practices such as improper, insufficient o r improper labeling of
products or providing inadequate warnings or insufficient or misleading disclosures of side effects.
Although we are currently not aware of any exist ing or anticipated product liability claims with
respect to our products, there can be no assurances that we will not become subject to product
liabilities claims or that we will be able to succe ssfully defend ourselves against any such claims.
If a product liability claim is brought against us , it may, regardless of merit or outcome, result
in damage to our reputation, breach of contract with our customers, decreased demand for our
products, costly litigation, product recalls, l oss of revenue and the inab ility to commercialize our
products. If we are unable to defend ourselves against such claims, among other things, we may be
subject to civil liability for phys ical injury, death or other lo sses caused by our products and to
criminal liability and the revocation of our busines s licenses if our pharma ceutical products are
found to be defective. In addition, we may be requ ired to recall the relevant pharmaceutical
products, suspend sales or cease sales. Other jurisdictions in which our products are, or may in the
future be, sold, may have similar or more onerou s product liability and pha rmaceutical product
regulatory regimes, as well as more litigious envi ronments that may further expose us to the risk of
product liability claims. Moreover, even the alle gation that our pharmaceutical products are
harmful, whether or not ultimately proven, may adversely affect our reputation and sales volumes.
Any product liability insurance may be prohibi tively expensive, or may not fully cover our
potential liabilities. Any business disruption, litig ation or natural disaster might result in substantial
costs and diversion of resources. Any product liab ility insurance for clinical trials, when obtained,
may be prohibitively expensive, or may not fully c over our potential liabilities. The inability to
obtain sufficient insurance coverage at an acceptab le cost or otherwise to protect against potential
product liability claims could have a material an d adverse effect on our business and results of
operations.
We may become a party or are subject to litigation, legal disputes, claims, administrative proceedings
or other administrative measures.
We may from time to time become a party to vario us litigation, legal disputes, claims,
administrative proceedings or ot her administrative measures arising in the ordinary course of our
business. Any litigation, legal disputes, claims, ad ministrative proceedings or other administrative
measures may divert our management’s attention a nd consume their time and our other resources.
Furthermore, any litigation, legal disputes, claims, administrative proceedings or other
administrative measures which are initially no t of material importance may escalate and become
important to us, due to a variety of factors, such as the facts and circumstances of the cases, the
likelihood of loss, the monetary amount at stake and t he parties involved. Negative publicity arising
from litigation, legal disputes, claims, administrat ive proceedings or other administrative measures
may damage our reputation and adversely affect the image of our brands and products. In addition,
if any verdict or award is rendered against us or we are imposed any fines or penalties, we could be
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required to pay significant mone tary damages, assume other lia bilities and even to suspend or
terminate the related business ventures or project s. Consequently, our business, financial condition
and results of operations may be materially and adversely affected.
We may be unsuccessful in our plans to expand our international business.
We sell our products to certain overseas market s including Southeast Asia, Africa and plan to
further expand our international business. Fo r further information, see ‘‘Business — Sales,
Marketing and Distribution’’. However, furthe r expansion in overseas markets may expose us to
risks and uncertainties, including but not limited to : (i) risks associated with commercializing our
products in new markets where we have limited experience with the local market dynamics and no
existing or developed sales, distribution and market ing infrastructure; (ii) risks associated with local
unions and employment disputes; (iii) risks a ssociated with higher costs for new product
development and relying on potential overseas pa rtners and/or their distribution network for the
development, commercialization, marketing and di stribution of our products; (iv) increased risk of
product liability litigation and regulatory sc rutiny arising from the marketing and sale of
pharmaceutical products in overseas markets and th e costs incurred dealing with such procedures,
as well as our ability to obtain insurance to adequate ly protect us from any resu lting liabilities; and
(v) risks associated with compliance with local t ax laws and regulations including but not limited to
timely filing of tax returns and tax payment, and disp utes or disagreements with local tax authorities
with respect to matters including but not limited to ca lculation of tax liabilities and preferential tax
treatments.
Our international expansion plans may require significant investment but may fail to generate
the level of returns we expected. If we are unable to expand our international business effectively or
at all, our business prospects may be adversely affected.
We may fail to effectively manage our anticipated growth or execute on our growth strategies.
Our growth strategies include but not limited to increasing our penetration into the global
market and expanding our product development. For more information, see ‘‘Business — Our
Strategies’’. Pursuing our growth strategies has resulted in, and will continue to result in, substantial
d e m a n d so nc a p i t a la n do t h e rr e s o u r c e s .I na d dition, managing our growth and executing our
growth strategies will require, among other thin gs, our ability to continue to innovate and develop
advanced technology in the highly competitive global pharmaceutical market, effective coordination
and integration of our facilities and teams across d ifferent sites, successful hiring and training of
personnel, effective cost control, sufficient liq uidity, effective and efficient financial and
management control, in creased marketing and customer support activities, effective quality
control, and management of our suppliers to leverage our purchasing power. Any failure to
execute our growth strategies or realize our anticipated growth could adversely affect our business,
financial condition, results of operations and prospects.
Increased labor costs could negatively a ffect our ability to operate efficiently.
The cost of labor in the PRC has been steadily increasing over the past years as a result of
inflation, government-mandate d wage increases and other changes in PRC labor laws, as well as
competition for talents and qualified employees among pharmaceutical companies. Unless we are
able to pass on these increased labor costs to our customers by increasing the prices of our products,
our financial condition and results of operation s may be adversely affected. Many aspects of our
strategies and business growth may require us t o have additional employees. We may also have
additional employees as a result of organic growth of our business. If we implement such strategies
but fail to realize the benefits and efficiencies we anticipate, we may be unable to offset the
corresponding increases in our staff costs, which adversely affect our revenues and profitability.
Our brands may fail to maintain a positive reputation.
We believe that market awareness and recognition o f our brands, particularly Jiangxi Institute
of Biological Products, have contributed significantly to the success of our business. We also believe
that maintaining and enhancing the se brands is critical to maintain ing our competitive advantage.
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While we will continue to promote our brands to remain competitive, we may not be successful in
doing so. In addition, we may expand our network of distributors and third-party promoters to
increase our marketing efforts. It may be difficult to effectively manage our brand reputation as we
have relatively limited control over these third par ties. If we are unable to maintain or enhance our
brand recognition and increase awareness of our p roducts, or if we incur excessive marketing and
promotion expenses to do so, our business and resu lts of operations may be materially and adversely
affected.
We may be subject to animal welfare, animal protection and related regulatory requirements.
Certain of our products and product candidates involve the use of animals and animal-derived
materials in research, development, testing and ma nufacturing activities. As a result, we are subject
to applicable laws, regulations and guidelines rela ting to animal welfare and animal protection. Such
requirements may become more stringent in the future due to evolving regulatory standards or
increased public attention to animal welfare i ssues. Any changes in applicable animal welfare
requirements, increased regulatory scrutiny, regul atory investigations, allegations relating to animal
welfare, or negative publicity concerning the use of animals in our operations, whether justified or
not, may result in increased compliance costs or re putational damage whic h could materially and
adversely affect our business, financial condition, results of operations and prospects.
Negative publicity and allegations involving us, our Shareholders, Directors, officers, employees and
business partners may affect our reputation.
Any negative publicity concern ing us, our Shareholders, Dir ectors, officers, employees and
business partners, even if untrue, could adversely affect our reputation and business prospects, which
could damage our brand image or have a material adverse effect on our business, results of
operations and financial condition. Damage to ou r reputation could be difficult, expensive and
time-consuming to restore and cou ld make potential or existing customers reluctant to select us for
new engagements, resulting in a loss of business and could adversely affect our recruitment and
retention efforts. Damage to our reputation co uld also reduce the value and effectiveness of our
brand name and could reduce investor confidence in us, adversely affecting the price of our Shares.
Our business may be impacted by political events, war, terrorism, public health issues, natural disasters
and other outbreaks of contagious diseases or business interruptions.
War, terrorism, geopolitical unce rtainties, public health issues and other business interruptions
could cause damage or disruption to international commerce and the global economy, and thus
could have a material adverse effect on us, our supp liers, logistics service providers, and customers.
For example, wars and geopolitical uncertainties may result in increased overseas shipping costs,
which may cause overseas distributors to adopt a wai t-and-see approach, thereby adversely affecting
our sales volume, results of operations and financial condition. Our business operations are subject
to interruption by, among others, natural dis asters, whether as a resu lt of climate change or
otherwise, fire, power shortages and other industr ial accidents, terrorist attacks and other hostile
acts, labor disputes, public health issues, demonstrations or strikes, and other events beyond our
control. Such events could decrease demand for our products, making it difficult or impossible for us
to make and deliver products to our customers, or to receive raw materials from our suppliers, and
create delays and inefficiencies in our supply chain. While our suppliers are required to maintain safe
working environments and operations, an industrial accident could occur and could result in
disruption to our business and harm to our reputation. In the event of a natural disaster or major
public health issue, we could incur significant l osses, require substantial recovery time and
experience significant expenditu res in order to resume operations.
We have limited insurance coverage, and any claims beyond our insurance coverage may result in our
incurring substantial costs.
Our insurance coverage may not be sufficient to cover all potential claims arising from product
liability, damage to our assets, including our pla nts and equipment, or injuries sustained by our
employees in the course of their work. There can be no assurance that our insurance coverage will be
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adequate to address all possible incidents. In th e event that a liability claim, property damage, or
employee injury exceeds the limits of our insurance p olicies or falls outside their scope, we may be
required to bear significant financial costs. Th i sc o u l dl e a dt oa na d v e r s ei m p a c to no u rf i n a n c i a l
condition and overall business o perations. Furthermore, addre ssing such liabilities may divert
critical resources, including management attent ion and company funds, which could otherwise be
allocated to strategic initiatives, expans ion efforts, or daily business operations.
We may not be able to identify attractive targets, and we have limited experience in acquisitions.
We may not be able to identify attractive targets, and we have limited experience in
acquisitions. In addition, we may not be able to suc cessfully acquire the targets identified despite
spending a significant amount of time and resources on pursuing such acquisition. Furthermore,
integration of an acquired company, its intellectual property or technology into our own operations
is a complex, time-consuming and expensive proce ss. The successful integration of an acquisition
may require, among other things, that we integr ate and retain key management, sales and other
personnel, integrate the acquired technologies or services from both an engineering and a sales and
marketing perspective, integrate and support pr eexisting supplier, distribution and customer
relationships, coordinate research and develop ment efforts, and consolidate duplicate facilities
and functions. The geographic distance between companies, the complexity of the technologies and
operations being integrated, and the disparate corporate cultures being combined may increase the
difficulties of integrating an acquired compan y or technology. In addition, if we undertake
acquisitions, we may issue dilutive securities, assume or incur debt obligations, incur large one-time
expenses, and acquire intangible assets that could result in significant future amortization expense.
RISKS RELATING TO OUR FINANCIAL POSITION
We are subject to credit risks of our customers. If we experience delays in collecting or if we are unable
to collect payments from customers, our cash flows and operations could be adversely affected.
The average turnover days of our trade and bills receivables for the years ended December 31,
2023, 2024 and 2025, were 124.5 days, 116.6 days and 132.6 days, respectively. As of December 31,
2023, 2024 and 2025, ou r trade and bills receivables were RMB73.3 million, RMB67.8 million and
RMB103.2 million, respectively. As a result, we m ay be exposed to credit risks. We cannot assure
you that we can properly assess and respond in a t imely manner to changes in their credit profile.
If our customers’ cash flows, working capital, f inancial condition or results of operations
deteriorate, they may be unable, or they may other wise be unwilling, to pay trade receivables owed
to us promptly or at all. Any substantial defaults or delays could materially an d adversely affect our
cash flows, and we could be required to terminate o ur relationships with our customers in a manner
that may adversely and materially a ffect our cash flows and operations.
Failure to maintain optimal inventory levels could i ncrease our operating costs or lead to unfulfilled
customer orders.
We are required to maintain optimal invento ry levels in order to successfully meet our
customers’ demand. However, we are exposed to inv entory risk as a result of rapid changing market
demands, and fluctuation in the supply market as well as the volatile economic environment
globally. There can be no assurance that we can accurately predict these trends and events and avoid
overstocking or under-stocking our products. Demand for products could change significantly
between the time when we prepare to manufactur e and the time when they are ready for delivery,
which may lead to overstocking and under-stocking. Besides, given that antis erum products typically
have a short shelf life, failing to sell them within t his period could negatively impact our business
operations and financial position. For details, see ‘‘Business — Inventory Management’’.
We maintain certain inventory levels for our products for sales into our distribution network.
Inventory write-downs are primarily influenced by decrease of fair value. Inventory levels in excess
of demand may result in inventory write-downs, expiration of our products or an increase in
inventory holding costs and a potential negative effect on our liquidity. Our inventory turnover days
were 349.2 days, 317.0 days and 405.1 days in 2023, 2024 and 2025, respectively. For the years ended
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December 31, 2023, 2024 and 2025, we incurred write-down of inventories of approximately RMB3.3
million, RMB16.5 million and RMB2.2 million, respecti vely. We recorded a significant amount of
the inventory allowance in 2024 for pregnant mare plasma. As we did not sell self-produced PMSG
in 2024, therefore, the carrying value of pregnant mare plasma inventory was written down to reflect
its lower market value in 2024. If we underestimate demand for our products, we may experience
inventory shortages which may, in turn, result in u nfulfilled customer orders, leading to a negative
impact on our customer relationships. There can be no assurance that we will be able to maintain
proper inventory levels of our products, and any such failure may have a material and adverse effect
on our business, financial condition, results of operations and prospects.
Our results of operations are subject to biological asset fair value adjustments, which are non-cash in
nature and can be highly volatile and are subject to a number of factors.
We have biological assets, primarily consis ting of horses hosted at our Zhangye facilities
primarily for research, development and production. We measure biological assets upon initial
recognition and at the end of each reporting perio d at their fair value less costs of disposal. Fair
value gains or losses with respect to our biological assets are attributable to changes in the
market-determined prices, and professional valuat ion. The fair values of our biological assets at each
reporting date during the Track Record Period wer e assessed by an independent professional valuer.
The fair value measurements of our biological assets fall into level II of the fair value hierarchy. In
valuing our biological assets, the independent valuer has relied on a number of major parameters and
assumptions which may vary from time to time. See ‘‘Financial Information — Assets — Valuation
of Biological Assets’’ for details.
The fair value of our biological assets could be affected by factors including the accuracy of
those parameters, reasonableness of assumptions, as well as the quality of our biological assets and
changes in the pharmaceutical indu stry. Therefore, the resulting adjustments can be highly volatile.
While these assumptions as adopted in the valuation process have been in line with the actual results,
we cannot assure you that there will be no significant deviation in the future. In addition, market
prices for our biological assets are highly volatile and susceptible to significant fluctuations from
period to period. As a result of revaluations of our biological assets from period to period, our
financial position and results of operations may be affected from period to period. In addition, an
increase or decrease in market prices for biologica l assets will, among others, increase or reduce our
total cost of products and gains or losses arisi ng from changes in fair value which makes our
reported profit more volatile.
For details on the valuation and the applicatio n of various assumptions, see the subsection
headed ‘‘Financial Information — Assets — Valuation of Biological Assets’’ in this prospectus. In
particular, upward adjustments and gains so recognized do not generate any cash inflow for our
operations. As a result, when evaluating our resu lts of operations and profitability, you should
consider our profit and margins without taking into account the effects of these biological asset fair
value adjustments.
We are uncertain about the recoverability of our defe rred tax assets, which may affect our financial
positions in the future.
As of December 31, 2023, 2024 and 2025, our deferred tax assets amounted to RMB2.7 million,
RMB2.2 million and RMB1.4 million, which primarily consist of losses available for offsetting
against future taxable profits. For details of the movement of our deferred tax assets during the
Track Record Period, please see Note 21 to the Accountants’ Report in Appendix I to this
prospectus.
Deferred tax assets are generally recognized fo r all deductible temporary differences to the
extent that it is probable that taxable profits w ill be available against which those deductible
temporary differences can be utilized. Such defe rred tax assets 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 t axable profit nor the accounting profit. As such,
this requires significant judgment on the tax treat ments of certain transactions and also assessment
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on the probability that adequate future taxable profi ts will be available for the deferred tax assets to
be recovered. In this context, we cannot guarantee the recoverab ility or predict the movement of our
deferred tax assets, and to what extent they ma y affect our financial position in the future.
We may need to obtain additional financing to fund our operations and expansion. If we do not have
access to sufficient funding, our business prospects could be affected.
In order to further expand our presence, develop new product candidates, construct and
renovate production facilities and remain competitive, we may require additional capital. We expect
to satisfy such capital commitments using part of the net proceeds from the Global Offering, cash
from operations and bank facilities available to u s. Financing may be unavailable in amounts or on
terms acceptable to us. Our ability to obtain additiona l capital is subject to a va riety of uncertainties,
including our future financial condition, results of operations and cash flows, general market
conditions for capital-raising activities, and eco nomic, political and other conditions in China and
other jurisdictions where we operate. The incurrenc e of indebtedness would re sult in increased debt
service obligations and could resu lt in operating and financing coven ants restricting our operations
or our ability to make acquisitions or pay dividends. Any failure to raise sufficient additional capital
to meet our capital requirements may materially and adversely affect our business, financial
condition and results of operations.
RISKS RELATING TO THE GLOBAL OFFERING
No public market currently exists for our H Shares, and an active trading market for our H Shares may
not develop or be sustained.
Prior to the Global Offering, there was no pub lic market for our H Shares. We cannot assure
you that a public market for our H Shares with adequate liquidity will develop and be sustained
following the completion of Global Offering. In a ddition, the Offer Price of our H Shares may not be
indicative of the market price of our H Shares following the completion of the Global Offering. If an
active public market for our H Shares does not de velop following the com pletion of the Global
Offering, the market price and liquidity of our H Shares could be materially and adversely affected.
The trading price and trading volume of our H Shares may be volatile, which could result in substantial
losses to you.
The price and trading volume of our H Shares may be subject to significant volatility in
response to various factors beyond our control, including the general market conditions of the
securities in Hong Kong and elsewhere in the world . In particular, the business and performance and
the market price of the shares of other companie s engaging in similar busin ess may affect the price
and trading volume of our Shares. In addition to ma rket and industry factors, the price and trading
volume of our Shares may be highly volatile for speci fic business reasons, such as fluctuations in our
revenue, earnings, cash flows, investments, expe nditures, regulatory deve lopments, relationships
with our suppliers, movements or activities of k ey personnel, or actions taken by competitors.
Moreover, shares of other comp anies listed on the Hong Kong St ock Exchange with significant
operations and assets in China have experienced pric e volatility in the past, and it is possible that our
H Shares may be subject to changes in price not directly related to our performance.
You will incur immediate and significant dilution and may experience further dilution if we issue
additional Shares in the future.
The Offer Price of the Offer Shares is higher than the net tangible asset value per Share
immediately prior to the Global Offering. Therefo re, purchasers of the Offer Shares in the Global
Offering will experience an immediate dilution in pro forma consolidated net tangible asset value.
There can be no assurance that i f we were to immediately liquidate after the Global Offering, any
assets will be distributed to Shareholders after the creditors’ claims. To expand our business, we may
consider offering and issuing additional Shares in the future. Purchasers of the Offer Shares may
experience dilution in the net tangible asset val ue per Share of their Shares if we issue additional
Shares in the future at a price which is lower than the net tangible asset value per Share at that time.
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In addition, purchasers of our H Shares may expe rience further dilution of their interest if the
Underwriter exercise the Over-allotment Option or i f we issue additional shares in the future to raise
additional capital.
Our historical dividends may not be indicative of our future dividend policy, and there can be no
assurance that we will declare and distribute any dividends in the future.
Our historical dividends may not be indicative of our future dividend policy. There can be no
assurance that future dividends will be declared or paid. The declaration, payment and amount of
any future dividends are subject to the discret ion of our Directors depending on, among other
considerations, our business and financial perfor mance, cash requirements and availability, capital
and regulatory requirements and general business conditions. We may not have sufficient or any
profits to enable us to make dividend distributio ns to our Shareholders in the future, even if our
financial statements indicate that our operations have been profitable. See ‘‘Financial Information
— Dividends.’’
Future sales or perceived sales of substantial amounts of our H Shares in the public market could have a
material adverse effect on the price of our H Shar es and our ability to raise additional capital in the
future.
The market price of our H Shares could 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.
Future sales, or anticipated sales, of substantial amounts of our securities, including any future
offerings, could also materially an d adversely affect our ability to rai se capital at a specific time and
on terms favorable to us. In addition, our Shareholders may experience dilution in their holdings if
we issue more securities in the fu ture. New shares or shares-linked securities issued by us may also
confer rights and privileges that take priority over those conferred by the H Shares.
Gains on the sales of H Shares and dividends on the H Shares may be subject to PRC income taxes.
Under the applicable PRC tax laws, both the divi dends we pay to non-PRC resident individual
holders of shares (‘‘non-resident individual holders ’’), and gains realized through the sale or transfer
by other means of H shares by such shareholders, are subject to PRC individual income tax at a rate
of 20%, unless reduced by the applicab le tax treaties or arrangements.
Under applicable PRC tax laws, t he dividends we pay to, and gains realized through the sale or
transfer by other means of H shares by, non-PRC resident enterprise holders of H shares
(‘‘non-resident enterprise holders’’) are both s ubject to PRC enterprise income tax at a rate of 10%,
unless reduced by applicable tax t reaties or arrangements. Pursuan t to the Arrangements between
the Mainland of China and the Hong Kong Specia l Administrative Region for the Avoidance of
Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes ( 內地和香
港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排) dated August 21, 2006, any
non-resident enterprise registered in Hong Kong that holds directly at least 25% of the shares of
our Company shall pay enterprise income tax for the dividends declared and paid by us at a tax rate
of 5% if the Hong Kong non-resident enterprise is the beneficial owner of the equity and certain
other conditions are met.
For non-resident individual holders, gains rea lized through the transfer of properties are
normally subject to PRC individual income tax at a rate of 20%. However, according to the Circular
of the Ministry of Finance and the State Admin istration of Taxation on Issues Concerning
Individual Income Tax Policies ( 財政部、國家稅務
總局關於個人所得稅若干政策問題的通知),
income received by individual foreigners from dividends and bonuses of a foreign-invested
enterprise are exempt from individual income t ax for the time being. According to the Circular
Declaring that Individual Income Tax Continue s to Be Exempted over Individual Income from
Transfer of Shares issued by the MOF and the SAT ( 關於個人轉讓股票所得繼續暫免徵收個人所得稅
的通知) effective as of March 30, 1998, income from individuals’ transfer of stocks of listed
companies continued to be temporarily exempted from individual income tax. On February 3, 2013,
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the State Council approved and promulgated the Notice of Suggestions to Deepen the Reform of
System of Income Distribution ( 國務院批轉發展改革委等部門關於深化收入分配制度改革若干意見的
通知). On February 8, 2013, the General Office of the State Council promulgated the Circular
Concerning Allocation of Key Works to Deepen the Reform of System of Income Distribution ( 國務
院辦公廳關於深化收入分配制度改革重點工作分工的通知). According to these two documents, the
PRC government is planning to cancel foreign individuals’ tax exemption for dividends obtained
from foreign-invested enterprises, and the Mini stry of Finance and the State Administration of
Taxation should be responsible for making and imple menting details of such plan. However, relevant
implementation rules or regulations have not been promulgated by the Ministry of Finance and the
State Administration of Taxation.
Therefore, non-resident holders of our H Shares should be aware that they may be obligated to
pay PRC income tax on the dividends and gains realized through sales or transfers of the H Shares.
Our Controlling Shareholders have significant influence over our Company and their interests may not
be aligned with the interest of our other shareholders.
Our Controlling Shareholders have significant influence over our operations and business
strategies, and may have the ability to require our G roup to effect corporate actions according to
their own desires by virtue of their shareholding in our Group. The interests of our Controlling
Shareholders may not always coincide with the best interests of other Shareholders. If the interests of
any of our Controlling Shareholders conflict with t he interests of other Shareholders, or if any of our
Controlling Shareholders chooses to cause our business to pursue str ategic objectives that conflict
with the interests of other Shareholders, our Group or those other Shareholders’ interests may be
adversely affected as a result.
In addition, there is no guarantee that the Contr olling Shareholders will not dispose of their
Shares following the expiration of their respective lock-up periods after the Global Offering. We
cannot predict the effect, if any, of any future sales of the Shares by any of its Controlling
Shareholders, or that the availability of the Shar es offered by any of the Controlling Shareholders
for purchase may have on the market price of the Shares. Sales of a substantial number of Shares by
any of our Controlling Shareholders or the marke t perception that such sales may occur could
materially and adversely affect the p revailing market price of the Shares.
Forward-looking statements contained in this prospectus are subject to risks and uncertainties.
This prospectus contains certain statements and information that are ‘‘forward-looking’’ and
uses forward-looking terminology suc h as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’
‘‘may,’’ ‘‘ought to,’’ ‘‘should’’ or ‘‘will’’ or similar terms. Those statements include, among other
things, the discussion of our Company’s growth strategy and expectations concerning our future
operations, liquidity and capital resources. Investors of the H Shares are cautioned that reliance on
any forward-looking statements involves risks and uncertainties and that any or all of those
assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on
those assumptions could also be incorrect. The un certainties in this regard include, but are not
limited to, those identified in this section, many of which are not within our Company’s control. In
light of these and other uncertainties, the inclusion of forward-looking statements in this prospectus
should not be regarded as representations by our Company that our plans or objectives will be
achieved and investors should not place undue reliance on such forward-looking statements. Our
Company does not undertake any obligation to update publicly or release any revisions of any
forward-looking statements, whether as a result of new information, future events or otherwise.
Please refer to the section headed ‘‘Forward-looking Statements’’ in this prospectus for further
details.
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Certain facts, forecasts and statistics contained i n this prospectus are derived from various official
government sources and may not be accurate, reliable, complete or up to date.
We have derived certain information and statisti cs in this prospectus, particularly the section
headed ‘‘Industry Overview,’’ the report prep ared by Frost & Sullivan, which was commissioned by
us, and from various official government publicat ions and other publicly available publications
provided by the PRC government. T he information from official government sources has not been
independently verified by us, the Joint Sponsors , or any other persons or parties involved in the
Global Offering, and, therefore , we cannot assure you as to the a ccuracy and reliability of such
information and statistics, which may not be cons istent with other information compiled inside or
outside the PRC. Due to possibly flawed or ineffect ive collection methods or discrepancies between
published information and market practice and other problems, the statistics herein may be
inaccurate or may not be comparable with statisti cs produced for other economies, and you should
not place undue reliance on them. Furthermore, we cannot assure you that they are stated or
compiled on the same basis, or with the same degre e of accuracy, as similar statistics presented
elsewhere. In all cases, you should consider ca refully how much weight o r importance you should
attach to or place on such information or statistics.
If securities or industry analysts do not publish research reports about our business, or if they adversely
change their recommendations regarding our Shares, the market price and trading volume of our Shares
may decline.
The trading market of our Shares may be influenced by research reports that industry or
securities analysts publish about us or our business. If one or more analysts who cover us downgrade
our Shares or publish negative opinions about us, t he market price of our Shares would likely decline
regardless of the accuracy of the information. If one or more of these analysts cease coverage of us or
fail to regularly publish reports on us, we could lo se visibility in the financial markets, which, in
turn, could cause the market price or trading volume of our Shares to decline.
You should read this prospectus carefully and should not rely on any information contained in press
articles or other media relating to us, our H Shares or the Global Offering.
You should rely solely upon the information contained in this prospectus, the Global Offering
and any formal announcements made by us in Hong Kong in making your investment decision
regarding our Shares. We strongly caution you not to rely on any information contained in press
articles or other media regarding us and the Glo bal Offering. Prior to the publication of this
prospectus, there has been press and media coverage regarding us and the Global Offering. Such
press and media coverage may include references to certain information that does not appear in this
prospectus, including certain operating and financial information and projections, valuations and
other information. We have not authorized the disclosure of any such information in the press or
media and do not accept any responsibility for any such press or media coverage or the accuracy or
completeness of any such information or publication, nor the fairness or appropriateness of any
forecasts, views or opinions expressed by the press or media regarding our Shares, the Global
Offering or us. We make no representation as to the appropriateness, accuracy, completeness or
reliability of any such information or publicatio n. To the extent that any such information is
inconsistent or conflicts with the information contai ned in this prospectus, we disclaim responsibility
for it and you should not rely on such information.
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In preparation for the Global Offering, our Company has sought and has been granted the
following waivers from strict compliance with t he relevant provisions of the Listing Rules:
WAIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rules 8.12 and 19A.15 of the Listin g Rules, we must have a sufficient management
presence in Hong Kong. This normally means that a t least two of our executive Directors must be
ordinarily resident in Hong Kong.
Our headquarters and substantially all of our business operations are based, managed and
conducted in the PRC. As our executive Directors play very important roles in our business
operation, it is in our best interest for them to be based in the place where our Group has significant
operations. We consider it practicably difficult and commercially unreasonable for us to arrange for
two executive Directors to ordinarily reside in Hong Kong, either by means of relocation of our
executive Directors to Hong Kong or appointment o f additional executive Directors. Therefore, we
do not have, and in the foreseeable future will no t have, sufficient management presence in Hong
Kong for the purpose of satisfying the requirements under Rules 8.12 and 19A.15 of the Listing
Rules.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted
us, a waiver from strict compliance with the requir ements under Rules 8.12 and 19A.15 of the Listing
Rules, provided that our Company imple ments the following arrangements:
(a) we have appointed Ms. JING Ruihua ( 敬瑞華)a n dM s .F U N GS i nT i n gK a r i n(馮羨婷)a s
our authorized representatives (the ‘‘ Authorized Representatives ’’) pursuant to Rule 3.05
of the Listing Rules. The Authorized Represe ntatives will act as our Company’s principal
channel of communication with the Stock Exch ange. The Authorized Representatives will
be readily contactable by phone, facsimile (if applicable) and email to promptly deal with
enquiries from the Stock Exchange, and will also be available to meet with the Stock
Exchange to discuss any matter within a reasonable period of time upon request of the
Stock Exchange;
(b) when the Stock Exchange wishes to conta ct our Directors on any matter, each of the
Authorized Representatives will have all necessary means to contact all of our Directors
(including our independent non-executive Directors) promptly as and when required,
including means to communicate with our Directors when they are travelling. Our
Company will also inform the Stock Exchange as soon as practicable in respect of any
change in the Authorized Representatives in accordance with the Listing Rules. We have
provided the contact details of each Director (such as mobile phone numbers, office phone
numbers (if any), email addresses and fax numbers (if any)) to each of the Authorized
Representatives and the Stock Exchange;
(c) we confirm and will ensure that all Directors who do not ordinarily reside in Hong Kong
possess or can apply for valid travel docume nts to visit Hong Kong and can meet with the
Stock Exchange within a reasonable period upon the request of the Stock Exchange;
(d) we have appointed Patrons Capital Limited as our compliance adviser upon Listing
pursuant to Rule 3A.19 of the Listing Rules for a period commencing on the Listing Date
and ending on the date on which we comply with Rule 13.46 of the Listing Rules in respect
of our financial results for the first full fina ncial year commencing after the Listing Date.
Our compliance adviser will serve as the additional channel of communication with the
Stock Exchange when the Authorized Representatives are not available and will have
access at all times to the Authorized Representatives, our Directors and our senior
management as prescribed by Rule 3A.23 of the Listing Rules; and
(e) meetings between the Stock Exchange and our Directors can be arranged through the
Authorized Representatives or our complia nce adviser, or directly with our Directors
within a reasonable time frame.
WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES
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WAIVER IN RESPECT OF APPOINTMENT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary
who, by virtue of his/her academic or professional qualifications or relevant experience, is, in the
opinion of the Stock Exchange, capable of dischar ging the functions of the company secretary. Note
1t oR u l e3 . 2 8o ft h eL i s t i n gR u l e sp r o v i d e st h at the Stock Exchange considers the following
academic or professional qua lifications to be acceptable:
(a) a member of The Hong Kong Cha rtered Governance Institute;
(b) a solicitor or barrister as defined in the Leg al Practitioners Ordinance (Chapter 159 of the
Laws of Hong Kong); and
(c) a certified public accountant as defined in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong).
Note 2 to Rule 3.28 of the Listing Rules further provides that the Stock Exchange considers the
following factors in assessing the ‘‘relevant experience’’ of the individual:
(a) length of employment with the issuer and o ther issuers and the roles he/she played;
(b) familiarity with the Listing Rules and other r elevant laws and regulations including the
SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement under
Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
Pursuant to paragraph 13 of Chapter 3.10 of the G uide for New Listing Applicants, the Stock
Exchange will consider a waiver application by a n issuer in relation to Rules 3.28 and 8.17 of the
Listing Rules based on the specific facts and circumstances. Factors that will be considered by the
Stock Exchange include:
(a) whether the issuer has principal business activities primarily outside Hong Kong;
(b) whether the issuer was able to demonstra te the need to appoint a person who does not
have the Acceptable Qualification (as defined under paragraph 11 of Chapter 3.10 of the
Guide for New Listing Applicants) nor Releva nt Experience (as defined under paragraph
11 of Chapter 3.10 of the Guide for New Listi ng Applicants) as a co mpany secretary; and
(c) why the directors consider the individual to be suitable to act as the issuer’s company
secretary.
Further, pursuant to paragraph 13 of Chapter 3.10 of the Guide for New Listing Applicants,
such waiver, if granted, will be for a fixed period of time (the ‘‘ Waiver Period ’’) and on the following
conditions:
(a) the proposed company secretary must be assisted by a person who possesses the
qualifications or experience as required un der Rule 3.28 of the Listing Rules and is
appointed as a joint company secretary throughout the Waiver Period; and
(b) the waiver will be revoked if there are mater ial breaches of the Listing Rules by the issuer.
Our Company has appointed Ms. JING Ruihua ( 敬瑞華), our executive Director, as one of our
joint company secretaries. She has experience in management but presently does not possess any of
the qualifications under Rules 3.28 and 8.17 of the Listing Rules, and may not be able to solely fulfill
the requirements of the Listing Rules. Therefo re, we have appointed Ms. FUNG Sin Ting Karin ( 馮
羨婷)( ‘ ‘Ms. Fung ’’), an associate of The Hong Kong Chartered Governance Institute (formerly
known as The Hong Kong Institute of Chartered Secretaries) and The Chartered Governance
Institute in the United Kingdom, who fully meets the requirements stipulated under Rules 3.28 and
8.17 of the Listing Rules to act as the other joint c ompany secretary and to provide assistance to Ms.
JING Ruihua for an initial period of three years fr om the Listing Date to enable her to acquire the
‘‘relevant experience’’ under Note 2 to Rule 3.28 of the Listing Rules so as to fully comply with the
requirements set forth under Rules 3.28 and 8.17 of the Listing Rules.
WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES
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Given Ms. Fung’s professional qualification an d experience, she will be able to explain to both
Ms. JING Ruihua and us the relevant requirements under the Listing Rules and other applicable
Hong Kong laws and regulations. Ms. Fung will al so assist Ms. JING Ruihua in organizing Board
meetings and Shareholders’ meetings as well as ot her matters of our Company which are incidental
to the duties of a company secretary. Ms. Fung is expected to work closely with Ms. JING Ruihua
and will maintain regular contact with Ms. JING R uihua, our Directors and the senior management
of our Company. In addition, Ms. JING Ruihua will comply with the annual professional training
requirement under Rule 3.29 of the Listing Rules to enhance her knowledge of the Listing Rules
during the three-year period from the Listing Date. She will also be assisted by our compliance
adviser and our legal advisers as to the Hong Kong laws on matters in relation to our ongoing
compliance with the Listing Rules and t he applicable laws and regulations.
Since Ms. JING Ruihua does not possess the formal qualifications required of a company
secretary under Rule 3.28 of the Listing Rules, we have applied to the Stock Exchange for, and the
Stock Exchange has granted, a waiver from strict compliance with the requirements under Rules 3.28
and 8.17 of the Listing Rules such that Ms. JIN G Ruihua may be appointed as a joint company
secretary of our Company. The waiver is valid for a n initial period of three years from the Listing
Date on the conditions that (a) Ms. JING Ruihua must be assisted by Ms. Fung, who possesses the
qualifications and experience required under Rule 3.28 of the Listing Rules and is appointed as a
joint company secretary throughout the Waiver Period; and (b) the waiver shall be valid for a period
of three years from the Listing Date, and will be revoked immediately if and when Ms. Fung ceases
to provide such assistance to Ms. JING Ruihua as a joint company secretary or if there are material
breaches of the Listing Rules by our Company.
Before the end of the three-year period, we will demonstrate and seek the Exchange’s
confirmation that Ms. JING Ruihua, having had the benefit of Ms. Fung’s assistance for three years,
has acquired relevant experience within the mean ing of Rule 3.28 of the Listing Rules and is capable
of discharging the functions of company secretary so that a further waiver will not be necessary.
WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which all of our Directo rs collectively and individually accept full
responsibility, includes particulars given i n 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 our Gro up. Our Directors, having made all reasonable
enquiries, confirm that, to the best of their knowledge and belief, the information contained in this
prospectus is accurate and complete in all material respects and not misleading or deceptive, and
there is no other matter the omission of which would make any statement in this prospectus
misleading.
CSRC FILING
According to the Overseas Listing Trial Meas ures, we are required to complete the filing
procedures with the CSRC in connection with the proposed Listing. We submitted a filing to the
CSRC for application for the Listing on April 15, 2025. The CSRC confirmed completion of such
filing on April 24, 2026. No other approvals from the CSRC are required to be obtained for the
Listing.
INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering, which
forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this
prospectus sets out the terms and conditions of the Hong Kong Public Offering. The Global Offering
comprises the Hong Kong Public Offering of initia lly 3,623,500 Offer Shares and the International
Offering of initially 32,611,000 Offer Shares (s ubject to, in each case, reallocation on the basis
referred to under the section headed ‘‘Structure of the Global Offering’’ in this prospectus and, in
case of the International Offering, any ex ercise 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 t erms and subject to the conditions set out herein
and therein. No person is authorized to give any in formation 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 Joint Sponsors, the Sponsor-Overall Coordinators, the Joint Overall Coordinators,
the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters,
the Capital Market Intermediaries, any of their res pective directors, officers, agents, employees or
advisers or any other party involved in the Global Offering.
Neither the delivery of this prospectus nor any o ffering, sale or delivery made in connection
with the Offer Shares should, under any circumstan ces, constitute a representation that there has
been no change or development reasonably likely t o involve a change in our affairs since the date of
this prospectus or imply that the information contained in this prospectus is correct as of any date
subsequent to the date of this prospectus.
See ‘‘Structure of the Global Offering’’ in this prospectus for details of the structure of the
Global Offering, including its conditions and th e arrangements relating to the Over-allotment
Option and stabilization.
UNDERWRITING
The Listing is sponsored by the Joint Spon sors. The Hong Kong Public Offering is fully
underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting
Agreement and is subject to us and the Joint Overall Coordinators (for themselves and on behalf of
the Underwriters) agreeing on the Offer Price. The International Underwrit ing Agreement relating
to the International Offering is expected to be en t e r e di n t oo no ra r o u n dt h eP r i c eD e t e r m i n a t i o n
Date, subject to the determination of the pric ing of the Offer Shares. The Global Offering is
managed by the Joint Overall Coordinators.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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If, for any reason, the Offer Price is not agreed among us and the Joint Overall Coordinators
(for themselves and on behalf of the Underwrit ers), the Global Offering will not proceed and will
lapse. For full information about the Underwriters and the underwriting arrangements, see
‘‘Underwriting’’ in this prospectus.
STRUCTURE OF THE GLOBAL OFFERING
Details of the structure of the Global Offering (i ncluding its conditions) and the arrangements
relating to the Over-allotment Option and stabilizat ion are set out in the sections headed ‘‘Structure
of the Global Offering’’ and ‘‘Unde rwriting’’ in this prospectus.
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 acquisit ion of Hong Kong Offer Shares to, confirm that
he/she 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 or the distribution of
this prospectus in any jurisdiction other than Hong Kong. Accordingly, 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 circum stances in which such an offer or invitation is not
authorized or to any person to whom it is unl awful 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 pu rsuant to registration with or authorization by the
relevant securities regulatory authorities or an exe mption therefrom. In particular, the Offer Shares
have not been offered and sold, and will not be offere d and sold, directly or indirectly, in the PRC or
the United States.
APPLICATION FOR LISTING OF THE H SHARES ON THE HONG KONG STOCK
EXCHANGE
We have applied to the Hong Kong Stock Exchange 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 Domestic Shares.
No part of our Shares or loan capital is listed o n or dealt in on any other stock exchange, and
no such listing or permission to list is being or proposed to be sought as of the Latest Practicable
Date.
Under section 44B(1) of the Co mpanies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any a pplication will be invalid if the listing of, and
permission to deal in, the H Shares on the Hong Kong Stock Exchange is refused before the
expiration of three weeks from the date of the closing of the application lists, or such longer period
(not exceeding six weeks) as may, within the said three weeks, be notified to our Company by or on
behalf of the Hong Kong Stock Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the H Shares on the Hong
Kong Stock Exchange and compliance with the stock admission requirements of HKSCC, the H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the date of commencemen t of dealings in the H Shares on the Hong Kong
Stock Exchange or on any other date as determined by HKSCC. Settlement of transactions between
participants of the Hong Kong Stock Exchange is required to take place in CCASS on the second
settlement day after any trading day. All activitie s under CCASS are subject to the General Rules of
HKSCC and HKSCC Operational Procedures in effect from time to time.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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All necessary arrangements have been made enabling the H Shares to be admitted into CCASS.
Investors should seek the advice of their stockbrokers or other professional advisers for details of the
settlement arrangements as such arrangemen ts may affect their rights and interests.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for Hong Kong Offer Shares are set out in the section headed
‘‘How to Apply for Hong Kong Offer Shares’’ in this prospectus.
H SHARE REGISTER OF MEMBERS AND STAMP DUTY
All of the H Shares will be registered on our H Share register of members to be maintained by
our H Share Registrar, Tricor Investor Service s Limited, in Hong Kong. Our principal register of
members will be maintained by us at our headquarters in the PRC.
Dealings in the H Shares registered on the H Share register of members of our Company in
Hong Kong will be subject to Hong Kong stamp duty.
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their professional
advisers as to the taxation implications of subscrib ing for, purchasing, holding or disposal of, and/or
dealing in the H Shares or exercising rights attached to them. None of us, the Joint Sponsors, the
Sponsor-Overall Coordinators, th e Joint Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Cap ital Market Intermediaries, the Underwriters,
any of their respective directors, officers, employees, partners, agents, advisers or representatives or
any other person or party involved in the Global Offe ring accepts responsibility for any tax effects
on, or liabilities of, any person resulting from the s ubscription, purchasing, holding, disposition of,
or dealing in, the H Shares or exercising any rights attached to 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.
Unless indicated otherwise, (i) the translations between Renminbi and U.S. dollars were made
at the rate of RMB6.8109 to US$1.00, (ii) the t ranslations between Hong Kong dollars and
Renminbi were made at the rate of RMB0.8693 to HK$1.00; and (iii) the translations between U.S.
dollars and Hong Kong dollars were made at the rate of HK$7.8353 to US$1.00.
No representation is made that the amounts denominated in one currency could actually be
converted into the amounts denominated in another currency at the rates indicated or at all.
LANGUAGE
If there is any inconsistency between this pr ospectus and its Chinese translation, this
prospectus shall prevail. However, for ease of ref erence, the names of the PRC laws and regulations,
government authorities, institutions, natural persons or other entities (including our certain
subsidiaries) have been included in this prospect us in both Chinese and English languages. In the
event of any inconsistency, the Chinese versions shall prevail.
ROUNDING
Certain amounts and percentage figures included in this prospectus have been subject to
rounding adjustments. Any discrepancies between totals and sums of amounts listed in any table,
chart or elsewhere in this prospectus are due to rounding.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
M s .J I N GY u e(敬玥) Room 4507, Unit A, West Block, North Area
Shenye Shangcheng
Huanggang Road, Futian District
Shenzhen, Guangdong
PRC
Chinese
Mr. YAO Xiaodong
(姚曉東)
Room 602, Unit 2, Building 3
Zhonghuan Mingcheng
No. 8 Shaoshan West Road, Jizhou District
Ji’an, Jiangxi
PRC
Chinese
Mr. LI Changqing
(李長青)
No. 1228 Guanlan Guanguang Road,
Longhua District
Shenzhen, Guangdong
PRC
Chinese
M s .J I N GR u i h u a
(敬瑞華)
Room 104, Building 7, Xingui Block
Wuye Shidai Xinju
No. 3010 Fuqiang Road, Futian District Shenzhen,
Guangdong
PRC
Chinese
Non-executive Directors
Ms. YU Ailian ( 于愛蓮) No. 1106, Building 4
Huixin Yuan
Huixin West Street, Chaoyang District
Beijing
PRC
Chinese
Mr. XIAO Changqing
(肖長清)
Room 1906, Area D
Xinghe Dandi Garden, Meilinguan
Minzhi Street
Shenzhen, Guangdong
PRC
Chinese
Independent non-executive Directors
Dr. ZOU Pingxue
(鄒平學)
Room 1003, Building D
Jinyun Pavilion, Jinlong Garden
Qinxue Road, Nanshan District
Shenzhen, Guangdong
PRC
Chinese
Dr. TSANG Hiu Leong ( 曾
曉亮)
Flat 3719, 37/F, Chun Yi House
Chun Yeung Estate
Fo Tan, New Territories
Hong Kong
Chinese
(Hong
Kong)
M r .W UD i( 吳迪) Room 14D, Building 2, Phase 2
Hengyu Bincheng
Nanshan District
Shenzhen, Guangdong
PRC
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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For details with respect to our Directors, se e ‘‘Directors and Senior Management’’ in this
prospectus.
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors and Sponsor-Overall
Coordinators
China International Capital Corporation Hong Kong
Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Merchants Securities (HK) Co., Limited
32/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
Joint Overall Coordinators and Joint
Global Coordinators
China International Capital Corporation Hong Kong
Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Merchants Securities (HK) Co., Limited
32/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
Futu Securities International (Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Joint Bookrunners, Joint Lead
Managers and Capital Market
Intermediaries
China International Capital Corporation Hong Kong
Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Merchants Securities (HK) Co., Limited
32/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
Futu Securities International (Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Guosen Securities (HK) Brokerage Company, Limited
Rooms 3207–3212
32/F, One Pacific Place
88 Queensway
Admiralty
Hong Kong
CMBC Securities Company Limited
34/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
Arta Asset Management Limited
Unit 3A, 9/F, K11 ATELIER King’s Road
728 King’s Road
Quarry Bay
Hong Kong
Legal Advisers to our Company As to Hong Kong and U.S. laws:
O’Melveny & Myers
31/F, AIA Central
1 Connaught Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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As to PRC laws:
Beijing Kangda Law Firm
8/F, 9/F and 11/F, Emperor’s Group Center
No. 12 Jianwai Avenue (D), Chaoyang District
Beijing
PRC
Legal Advisers to the Joint Sponsors
and Underwriters
As to Hong Kong and U.S. laws:
Haiwen & Partners LLP
Suites 601–602 & 610–616
6/F, One International Finance Centre
1 Harbour View
Central
Hong Kong
As to PRC laws:
Jingtian & Gongcheng
34/F, Tower 3, China Central Place
77 Jianguo Road, Chaoyang District
Beijing
PRC
Auditors and Reporting Accountants Deloitte Touche Tohmatsu
Certified Public Accountants and Registered Public Interest
Entity Auditor
35/F, One Pacific Place
88 Queensway
Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.
2504 Wheelock Square
1717 Nanjing West Road
Shanghai 200040
PRC
Independent Property Valuer Jones Lang LaSalle Corporate Appraisal and Advisory
Limited
7/F, One Taikoo Place
No. 979 King’s Road, Quarry Bay
Hong Kong
Independent Biological Asset Valuer Jones Lang LaSalle Corporate
Appraisal and Advisory Limited
7/F, One Taikoo Place
No. 979 King’s Road, Quarry Bay
Hong Kong
Compliance Adviser Patrons Capital Limited
Unit 3214, 32/F, Cosco Tower
183 Queen’s Road Central,
Sheung Wan
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Receiving Banks CMB Wing Lung Bank Limited
14/F, CMB Wing Lung Bank Building
45 Des Voeux Road Central
Hong Kong
Agricultural Bank Of China Limited Hong Kong Branch
25/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office, Headquarters and
Principal Place of Business in the
PRC
No. 198 Huoju Avenue
Jinggangshan Economic and
Technological Development Zone
Ji’an, Jiangxi
PRC
Principal Place of Business in
Hong Kong
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Company’s Website
www.jxswzp.cn
(Information contained on this website does not form part
of this prospectus)
Joint Company Secretaries Ms. JING Ruihua ( 敬瑞華)
Room 104, Building 7, Xingui Block
Wuye Shidai Xinju
No. 3010 Fuqiang Road, Futian District
Shenzhen, Guangdong
PRC
Ms. FUNG Sin Ting Karin ( 馮羨婷)
Associate member of The Hong Kong Chartered
Governance Institute and The Chartered Governance
Institute in the United Kingdom
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Authorized Representatives Ms. JING Ruihua ( 敬瑞華)
Room 104, Building 7, Xingui Block
Wuye Shidai Xinju
No. 3010 Fuqiang Road, Futian District
Shenzhen, Guangdong
PRC
Ms. FUNG Sin Ting Karin ( 馮羨婷)
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Audit Committee M r .W UD i( 吳迪) (Chairperson)
Dr. TSANG Hiu Leong ( 曾曉亮)
Dr. ZOU Pingxue ( 鄒平學)
Ms. YU Ailian ( 于愛蓮)
Mr. XIAO Changqing ( 肖長清)
Remuneration and
Appraisal Committee
M r .W UD i( 吳迪) (Chairperson)
Dr. TSANG Hiu Leong ( 曾曉亮)
M s .J I N GR u i h u a(敬瑞華)
Nomination Committee M s .J I N GY u e(敬玥) (Chairperson)
M s .J I N GR u i h u a(敬瑞華)
M r .W UD i( 吳迪)
Dr. ZOU Pingxue ( 鄒平學)
Dr. TSANG Hiu Leong ( 曾曉亮)
CORPORATE INFORMATION
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Strategy and Investment Committee M s .J I N GY u e(敬玥) (Chairperson)
Mr. YAO Xiaodong ( 姚曉東)
Mr. LI Changqing ( 李長青)
M s .J I N GR u i h u a(敬瑞華)
Ms. YU Ailian ( 于愛蓮)
Mr. XIAO Changqing ( 肖長清)
M r .W UD i( 吳迪)
Sustainability Committee Dr. TSANG Hiu Leong ( 曾曉亮) (Co-chairperson)
Dr. ZOU Pingxue ( 鄒平學) (Co-chairperson)
M s .J I N GR u i h u a(敬瑞華)
Mr. YAO Xiaodong ( 姚曉東)
Mr. LI Changqing ( 李長青)
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Bankers Agricultural Bank of China Limited,
Ji’an Longhu Branch
No. 25 Luling Avenue
Dunhou Town, Ji’an County
Ji’an, Jiangxi
PRC
China Construction Bank Corporation,
Ji’an High-tech Branch
No. 247–8 Junshan Avenue
Ji’an County
Ji’an, Jiangxi
PRC
Bank of China Limited,
Ji’an Development Zone Branch
No. 16–21 Jinggang Spring Shops, Industrial Park
Junshan Avenue
Ji’an County
Ji’an, Jiangxi
PRC
CORPORATE INFORMATION
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The information and statistics set out in this section and other sections of this Prospectus were
extracted from the report prepared by Frost & S ullivan, which was commissioned by us, and from
various official government publications and other publicly available publications. We engaged Frost
& Sullivan to prepare the Frost & Sullivan Report, an in dependent industry report, in connection with
the Global Offering. The information from official government sources has not been independently
verified by us, the Joint Sponsors, the Joint Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters,
any of their respective directors and advisers, or any other persons or parties involved in the Global
Offering, and no representation is given as to its accuracy.
ANTISERUM MARKET
Definition
Antiserum is a class of biological products t hat contain immunoglobulins (also known as
antibodies) or immuno globulins F(ab’)
2 fragments and are prepared f rom immunized plasma. It is
used to provide antibodies that can directly neutralize pathogens or toxins, offering treatment and
timely protection.
The production of antiserum involves repeated immunization of large animals (such as horses
or sheep) or humans to stimulate antibody prod uction. After months of immunization, blood is
collected, and antibodies are extracted by removing blood cells. The antibodies are then purified by
eliminating other serum proteins and formulated fo r stability, ensuring long-term storage before
being administered to patients.
Active and Passive Immunity
Immunity against pathogens can be acquired through active or passive immunity. Most of the
active immunity provides longer-lasting defense b ut may be ineffective for individuals with weak
immune responses, those allergic to vaccines, or against rapidly muta ting pathogens. Besides, it take
some time for vaccines to trigge r immune responses and thus acti ve immunity may not provide
immediate protection to patients who have relevant symptoms or are likely to be infected. Passive
immunity offers instant protection, making it essent ial to protect high-risk patients and patients with
infectious symptoms during the vaccine window period, but it does not induce immune memory and
lasts only weeks to months. Therefore, combining active and passive immunity is optimal for disease
prevention and patient protection.
The following table compares active and passive immunity:
Active Immunity Passive Immunity
Definition T h er e s i s t a n c et op a t h o g e n s
acquired during an adaptive
immune response within an
individual
Arising from the transfer of
antibodies to an individual
without requiring them to
mount their own active
immune response
Natural Acquired Methods Adaptive immune response Trans-placental antibodies or
breastfeeding
Artificial Acquired
Methods
Vaccine response Immunoglobulin or other
antibody injections
Antibodies Mediated by the antibodies
produced by the persons’
own cells
Mediated by the antibodies
produced by outside the body
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Active Immunity Passive Immunity
Response Period Slow Rapid
Last Period Long, months to years,
some are life-long
Weeks to months
Immunological Memory Yes No
Applications Prophylaxis Prophylaxis and treatment
Source: Literature Review, Frost & Sullivan Analysis
Application Scenarios and Clinical Advantages of Antiserum
There are various applications of human antiserum products given its characteristics:
. Viral infections: Antiserum provides immediate immu ne protection through polyclonal
antibodies (a mixture of antibodies produced by different B cell clones, targeting multiple
epitopes on an antigen), which bind to multiple targets on a pathogen’s surface, reducing
immune escape. For example, the duration of immune protection against rapidly mutating
pathogens like influenza typically lasts around six to eight months. Approved products
like rabies antiserum products provide su ch immediate immune protection. In 2021, China
approved COVID-19 antiserum products, also expanding treatment options.
. Bacterial and bacterial toxin infections: Antiserum products are also widely used against
bacterial and bacterial toxin-mediated inf ections like tetanus. Antiserum neutralizes
bacteria or bacterial toxins, enhances phagocytosis, and blocks bacterial functions with
high specificity, unlike antibiotics that targ et general bacterial processes. Diseases like
tetanus and diphtheria benefit from targeted antibody therapy.
. Bio-toxicosis: Bio-toxicosis, caused by biological toxins such as snake venom, is
effectively treated with antiserum products that neutralize harmful molecules.
Bio-toxicosis results from exposure to biological toxins, and antiserum products
prevent their interaction with cellular receptors, mitigating harmful effects. Research
continues to expand its applications, inclu ding anti-viper and anti-bee venom serums.
. Autoimmune disease: In autoimmune diseases, where auto antibodies attack the body’s
own tissues, antiserum products can introduce neutralizing antibodies to counteract these
harmful responses, reducing inflammation and tissue damage. Polyclonal antibodies can
modulate immune responses and reduces ti ssue damage by neutralizing pathogenic
autoantibodies or inflammatory mediator s. Equine anti-thymocyte immunoglobulins,
approved in the U.S. in 1981, are used to tre at organ transplant re jection and autoimmune
disorders, highlighting the clinical sign ificance of antiserum products in immune
modulation.
Inclusion in the NRDL and NEDL significantly enhances a drug’s accessibility and
affordability by ensuring partial or full reimburse ment under China’s nation al healthcare system.
This not only reduces the financial burden on pati ents but also drives broader adoption in clinical
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practice, expands market penetration, and in centivizes pharmaceutical companies to invest in
research, production, and supply chain improveme nts. Below table sets forth the human antiserum
products included in the NRDL and NEDL:
Name Category 1 st NRDL Inclusion NEDL Inclusion
Number of companies holding
drug registration approvals as of
the Latest Practicable Date
Tetanus Antitoxin
Equine Rabies Antiserum
Diphtheria Antitoxin
Equine Tetanus Immunoglobulin F(ab’)2
Rabbit Anti-Human Thymocyte Globulin
Bungarus Multicinctus Antivenom
Naja Antivenom
Agkistrodon Acutus Antivenom
Agkistrodon Halys Antivenom
Anti-human T Lymphocyte Porcine
Immunoglobulin
list A 2000 Commercialized
list A 2000 Under development(2)
None
None
Included in polyvalent snake antivenom
Included in polyvalent snake antivenom
None
Not Planned
(3)
Under development
Under development
list A 2000
list B 2017
list B 2017
list A 2017
list A 2017
list A 2017
list A 2017
list B 2019
6
3
4
3
1
1
1
1
1
1
√
√
/
/
/
√
√
√
√
/
Our status of relevant product
as of the Latest Practicable Date
Source: NRDL, NEDL, Frost & Sullivan analysis.
Notes:
(1) The product information is highlighted in bold as these products fall within our portfolio of products or product
candidates.
(2) Equine Rabies Antiserum has t he same composition and mechanism of action as our equine rabies
immunoglobulin F(ab’) 2 under development.
(3) The equine tetanus immunoglobulin F(ab’) 2 has the same composition and mechanism of action as the Human
TAT. Therefore, the Company has no plans to develop this product.
The application of antiserum products exhibits the following clinical advantages:
. Broad spectrum and rapid action: Polyclonal antibodies in antiserum products can bind to
multiple targets on a pathogen’s surface, prov iding strong neutraliz ing and anti-escape
capabilities. Their broad-spectrum effectiven ess is crucial for combating pathogens with
multiple subtypes, rapid mutations, or comple x structures, especially when the pathogen’s
mechanisms are not fully understood or mutates quickly. This reduces the risk of delayed
intervention in life-threatening situations w hile also helping extend the drug’s life cycle
and mitigate resistance. Unlike vaccines, which require time to stimulate immune
responses, direct deliveries of pre-formed an tibodies into patients allow for immediate
neutralization, which is particularly e ffective in acute medical emergencies.
. Vast and economic production: The economic viability of animal-derived antiserum
products is a key factor in their continued use. While initial investments in antigen
development, animal breeding, immunization, and antibody production are substantial,
an established industrial system enables high-output production, making long-term
manufacturing more cost-effective.
. Rapid development during emergencies: Animal-derived antiserum products feature rapid
development and scalability during emergencie s. This capability is particularly critical
when no pre-existing treatment options are available or when time and technology
constraints preclude the development of alternative therapies such as chemical drugs,
monoclonal antibodies or vaccines. Among the arsenal of medical countermeasures
available, animal-derived antisera have long pl ayed a pivotal role in mitigating the effects
of toxins and pathogens. Animals such as horses and sheep can generate robust immune
responses within weeks to months of immunizati on with an antigen. This rapid antibody
production allows for the timely harvesting of plasma and subsequent formulation of
antiserum products, enabling their availability during acute crises.
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Different Technology Pathways for Antiserum Preparations
Immunoglobulins, or antibodies, are essentia l for recognizing and neutralizing pathogens.
While human plasma-derived immunoglobulins are wi dely used in clinical practice, animal-derived
immunoglobulins have also played a crucial role in medicine for ov er 130 years. Today, antibodies
derived from horses, sheep, rabbits, and goats offer distinct advantages, including broad-spectrum
activity, cost-effectiveness, rapid developme nt, and immunological diversity, making them
invaluable in specific clinical applications.
The table below compares animal-derived pol yclonal antibodies, human plasma-derived
polyclonal antibodies and monoclonal antibodies:
Advantages Disadvantages
Animal-derived Polyclonal
Antibody
(Immunoglobulin)
Broad spectrum:
. Contain more than one type of
neutralizing antibody, which can react
with multiple target epitopes on the
same or different viral proteins.
. High neutralizing activity combined
with low susceptibility to drug
resistance.
Vast, High-throughput, and
Cost-effectiveness:
. After antigen identification, animal
immunization begins rapidly, yielding
antibodies within weeks to months,
which is critical for responding to
emerging diseases and emergencies.
. Low development cost once the
development and manufacturing
facilities have been constructed, which is
suitable for cost-effective drug
production
Rapid development during emergencies:
. Once an antigen is identified, animals
can be immunized, and antibodies can
be harvested within weeks to months —
a critical timeframe during emergencies
. Low risk of zoonotic d iseases (infectious
diseases that can be transmitted between
animals and humans) and no human
ethics risks
Heterogeneity:
. The Fc fragments of certain antibodies
from different species can sometimes
cause a phenomenon called
antibody-dependent enhancement
(ADE). This means that instead of
fighting the virus, the antibodies may
actually help it enter cells and multiply,
which can make the infection worse.
. Donor animals must be screened for
pathogen safety.
Human Plasma-derived
Polyclonal Antibody
(Immunoglobulin)
Broad spectrum:
. As a polyclonal antibody, it can bind
different sites on the antigen, so that the
antigen can hardly escape from
immunity through mutation.
Higher homogeneity and enhanced safety:
. Reduces the risk of immunogenic
reactions, which occurs when the
immune system recognizes foreign
proteins as threats and initiates an
attack against them, compared to
animal plasma-derived polyclonal
antibody.
Lower titer and specific activity:
. Human donors receive lower vaccine
doses with longer intervals due to
ethical and safety concerns. This results
in human plasma-derived
immunoglobulin products often having
lower titer and potency.
Hard and expensive to innovate:
. Ethical and safety rules limit
development of human plasma-derived
polyclonal antibody.
. Expensive, limited production, difficult
to meet the large demand for economic
drugs.
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Advantages Disadvantages
Monoclonal Antibody
 Homogeneity and larg e-scale production:
. C a nb em a n u f a c t u r e da n dr e l e a s e du s i n g
cell platform strategies, which allow
high clarity and purity of product and
possibly reduce adverse effect if well
designed.
. Batch-to-batch consistency.
. Highly specific for a single well-defined
epitope.
Immune escape:
. Susceptible to be ineffective immune
escape if the antigen mutates
significantly.
Expensive:
. The development and production of
monoclonal antibodies are expensive.
Risk of adverse reactions:
. mAbs can still trigger anti-drug
antibodies (ADA), especially with
long-term use.
. Allergic reactions to mAb drugs vary by
drug. For example, skin reactions occur
in over 80% of cetuximab users.
Source: Literature Review, Frost & Sullivan Analysis
Industry Chain and Key Techniques of Antiserum
The production of antiserum products is complicated and involves several phases and
techniques barriers. The production of antiserum products begins with animal plasma containing
antibodies, with horses or other large mammals commonly used due to their high antibody yields.
Research and development play a crucial role, involving toxin antigen development and testing,
antibodies extraction, purification, and formulation. This phase demands substantial investment in
infrastructure, talent, and clinical trials. Efficien t distribution, including cold chain logistics, is
essential to maintaining product stability durin g transport. Finally, healthcare professionals
administer antiserum products in hospitals, clin ics, and emergency settings to treat patients
effectively. The following chart illustrates the industry chain of antiserum market:
Industry Chain Analysis of Antiserum Market
Upstream
Midstream
Raw Serum
Process
Extraction and
Purification
Customer Lot Testing
and Reservations
Storage and
Distribution
Downstream Pharmaceutical Distributors Healthcare Institutions
Blood Collection
 Raw material supply
 Development and testing of target antigen
 Animal immunization
 Providers of biological
materials, chemicals and
reagents for serum
processing
 Distribution channels
 End-user industries
 Antiserum products
manufacturers
Source: Literature Review, Frost & Sullivan Analysis
Key techniques in the production of antiserum products include, among other:
. Development and Testing of Antigen: The target antigens, whether typically inactivated
micro-organisms, toxins, or surface protein/m olecule of pathogens, or specific protein, is
modified to retain immunogenicity while ensu ring safety. Methods include attenuation,
recombinant protein use, and adjuvant com bination to enhance immune response while
reducing adverse effects. Advances in DNA and mRNA antigens further expand antigen
design. Selecting the right antigen is crucial for specificity, minimizing off-target effects
and cross-reactivity. Innovations in recombinant and nucleic acid-based antigens, along
with carefully chosen adjuvants, optimiz e immune response wi thout excessive
inflammation or adverse reaction s while reducing host burden.
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. Immunization of Host Animals: Common host species, such as horses, are selected for their
ability to produce large quantities of high-a ffinity antibodies (antibodies that bind
strongly and specifically to their targ et antigen, enhancing immune response
effectiveness). Immunization with the prep ared antigen stimulates the immune system to
generate the desired antibodies, which are lat er harvested and processed for medical use.
. Purification of Antibodies: Ensuring the safety and efficacy of antiserum products requires
purification through various techniques. S alt participation exploits the solubility
differences between antibodies and other seru m proteins in high salt concentrations. It
is a basic purification method and requires additional downstream purification for higher
purity. Enzymatic digestion with papain a n dp e p s i ni sf r e q u e n t l yu s e dt oc l e a v e
immunoglobulins into F(ab’)
2 and Fc fragments. F(ab’) 2 binds antigens while Fc
fragments mediate immune responses. Fc frag ments are removed in certain antiserum
products via further purification to reduce immune response and lower the risk of adverse
effects. Chromatography, such as gel filtration, ion exchange, or affinity chromatography,
is an effective method for producing highly purified antibody preparations. Besides, viral
inactivation, sterile filtration, and qualit y control are essential to meet quality standards
and GMP requirements.
HUMAN ANTISERUM PRODUCTS MARKET
Market Size of Human Antiserum Products Market
The market size of global human antiserum pro ducts increased from US$281.8 million in 2020
to US$437.6 million in 2025 with a CAGR of 9.2% . It is expected to continue to increase to
US$1,399.9 million in 2030 and US$2,860.7 million i n 2035 with a CAGR of 26.2% and 15.4% from
2025 to 2030 and from 2030 to 2035, respectively.
The market size of China’s human antiserum pr oducts increased from US$50.2 million in 2020
to US$64.2 million in 2025 with a CAGR of 5.0%. It i s expected to continue to increase to US$190.2
million in 2030 and US$440.5 million in 2035 with a CAGR of 24.3% and 18.3% from 2025 to 2030
and from 2030 to 2035, respectively.
The expected comparatively faster growth in the market size of human antiserum products
from 2025 to 2030 and from 2030 to 2035, compared to from 2020 to 2025, is primarily due to rising
prevalence of emerging infectious diseases, fav orable policies, and advan cements in technology:
. Enlarging Patient Pool: The rising incidence of infectious diseases — especially those
caused by viruses and antibiotic-resistant bacteria — has been a key driver of the
antiserum market. Events such as the globa l spread of COVID-19, frequent influenza
mutations, and the emergence of drug-resistant strains like MRSA have highlighted the
limitations of existing treatments and incr eased demand for antiserum. Diseases such as
diphtheria, tetanus, and snakebite envenomation continue to pose serious public health
threats, particularly in developing region s, where antitoxins are critical for rapid
intervention. The WHO has also reported a resurgence of vaccine-preventable diseases
in areas with low immunization rates, furt her underscoring the need for effective
therapeutic options. Moreover, outbreaks of zoonotic and rare infections have reinforced
the importance of maintaining access to antiserum products. Polyclonal antibodies
derived from horse serum offer broad pathog en coverage and adaptability to mutating
viruses and bacteria.
. Technological Advancements: Unlike human-derived immuno globulin and monoclonal
antibodies, antiserum products offer greater scalability and lower costs. Early antiserum
often caused allergic reactions due to unremo ved blood components and the heterogeneity
of equine proteins. Modern products have evolved through stages of refinement, with
enzyme digestion techniques now used to remove Fc fragments — the main cause of
adverse effects. Improved purification meth ods have enhanced safety, efficacy, and yield.
For example, the specific activity of next-generation tetanus antitoxins can reach 90,000
IU/gp, nearly double the minimum required b y pharmacopoeia standards and the adverse
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reaction rate of modern tetanus antitoxin is approximately 0.03%. Inn ovations in delivery
formats, such as freeze-dried and inhalable f ormulations, further improve accessibility
and broaden clinical use.
. Favorable Policies: The anti-serum market is experiencing strong growth driven by
supportive policies targeting infectious disea ses. Delivering passive immunity, antitoxins
and antisera have shown significant clinical pot ential, particularly in infectious disease
treatment. Governments and global health organizations are implementing initiatives to
curb disease prevalence and improve public health. For example, China’s 15th Five-Year
Plan (2026–2030) prioritizes the prevention a nd control of infectious, parasitic, and
endemic diseases. Policy support also extends t o other applications, such as drug-resistant
bacterial infections. Under the 2024 Politic al Declaration on AMR, the WHO committed
$100 million in catalytic funding to back national action plans, aiming to reduce
AMR-related deaths by 10% by 2030.
The Human TAT market is estimated to grow faster than the human antiserum products
market, primarily driven by an increasing demand fo r the prevention and control of tetanus. Tetanus
passive immunization products are the preferred cho ice for preventing tetanus. In particular, Human
TAT accounts for over 50% of the usage in tetanus passive immunization products.
Active immunization products, such as vaccine s, on the other hand, hav e some limitation, such
as (i) they cannot directly neutralize toxins; ( ii) they require some time to take effect and (iii)
individual differences in immune response. Additionally, facto rs such as economic constraints,
disparities in vaccination coverage, and differences in healthcare infrastructure contribute to the
unevenness of global prevention efforts. As a result, in the context of tetanus prevention and control,
active immunization currently pl ays a supplementary r ole. According to WHO, over 60% of new
tetanus cases and deaths in recent years have occurred in Southeast Asia and Africa. Human TAT’s
strong accessibility and effectiveness make it incre asingly essential in high- incidence developing
regions. Currently, Human TAT is the only passive immunization product available for emergency
use that can be mass-produced, pl aying an irreplaceable role in b ridging immunization gaps and
reducing mortality. In addition, Human TAT h as been commercialized for many years, and public
awareness of its role in providing immediate prote ction after injury is well established, further
fueling its growth. With ongoing technological advances and policy support, Human TAT is poised
to become a core component of global tetanus prevention and control efforts, with its market size
expected to expand further. In addition, accordin g to Frost & Sullivan, the global market price of
Human TAT ranged from USD0.5 per unit to USD1. 5 per unit during the period from 2022 to 2025.
Competitive Landscape of Human Antiserum Products Market
The manufacturing of antiserum p roducts consists of three critical stages: antigen development
and testing, immunization of host animals, and anti body purification and development. Mastery of
these stages is essential for ensuring product effica cy, safety, and scalability. There were over ten
manufacturers of animal-derived antiserum products in China as of the Latest Practicable Date,
among which three were capable of independent full- industry-chain integrat ion, including us, being
the largest manufacturer among all companies wit h full-industry-chain integration capability.
Specifically, we have mastered complex technol ogies such as pasteurization, octanoic acid
purification, ion exchange chromatography, and sp ecific affinity chromatography. Additionally, we
operate our own horse breeding facility, which i s the largest among the three companies with
full-industry-chain integration capability.
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Drivers, Future Trends and Entry Barriers of Human Antiserum Products Market
Drivers of Human Antiserum Products Market
The drivers of human antiserum products include the following:
. Rising demand: Although the risk of tetanus infe ction can be mitigated through
vaccination and proper wound management , immediate neutralization of toxins is
essential for the prevention of this acute -onset and deadly dis ease, especially when
vaccination faces constraining factors such as individual difference, immune window
period and disparities in accessibility and affordability. Thus, passive immunization
through the injection of neutralizing antib odies remain the dominant preventive measure
in China and many countries abroad. In Chin a, less than half of the 94.3 million patients
with tetanus-prone wounds are provided with i n-time immunization protection, leaving a
large population still at risk. According to WHO, more than 60% of newly reported
tetanus cases and related deaths in recent years occurred in Southeast Asia and Africa.
Owing to its superior accessibility and proven efficacy, Human TAT has seen rising
demand in developing regions with high d isease incidence. Active immunization or
vaccines may fail in certain individuals due to physiological differences, and vaccines
generally require one to two weeks to generate sufficient antibodies in the body to provide
protection. During this period, antiserum pr oducts such as TAT, which provide passive
immunization, can offer immediate protection a nd are indispensable in disease prevention
and control. As a polyclonal antibody product, Human TAT remains the only scalable
solution available for emergency passive immu nization, playing an irreplaceable role in
bridging vaccination gaps and reducing mortality. Supported by ongoing technological
advancements and favorable public health policies, Human TAT is expected to become an
integral component of the global tetanus p revention and control framework, driving
continued market expansion.
. Technological advancements: The human antiserum products market has also benefited
from continuous technological advancements. Equine-derived antiserum production is
mature, scalable, and cost-stable, effect ively meeting market demand. We further
enhanced product safety and specific acti vity through multi-step purification and
Pasteur virus removal/inactivation technol ogies and adopted vial packaging to improve
product stability and ease of transport. Furt her product upgrades , such as high-purity
chromatographic purification to reduce a llergic risks, development of long-acting
formulations to extend antibody half-life, and ready-to-use preparations to improve
accessibility in remote regions, are collect ively driving the continued growth and
refinement of the human antiserum products market.
. Favorable policies: The growth of the human antiserum products market has been
underpinned by a series of favorable gove rnment policies. The 15th Five-Year Plan
(2026–2030) emphasizes the prevention and control of infectious, parasitic, and endemic
diseases, calling for strengthened vaccinati on programs and enhance d emergency response
capabilities to build a robust public health sy stem. These policy priorities provide a solid
foundation for the development of the TAT market, encouraging enterprises to advance
production technologies and enhance quality c ontrol standards to ensure reliability and
efficacy in addressing tetanus and other infectious diseases. In addition, as Human TAT
serves as a critical measure for the emerge ncy treatment and prevention of tetanus
infection, its market demand has remained st eadily supported by these policy drivers.
Future Trends of Human Antiserum Products Market
. Rapid expanding among developing countries: Developing countries, particularly in
Southeast Asia, Africa, and Latin Americ a, bear a disproportionate burden of
toxin-related health challenges. Diseases suc h as tetanus, diphtheria, and envenomation
from snakebites and scorpion stings remai n major public health threats due to limited
access to vaccines and timely treatment. While high-income nations have virtually
eradicated tetanus through immunization and public health protection, low-income
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countries continue to struggle. Limited a ccess to effective treatments in rural and
underserved regions exacerbates the crisis. Ant iserum products are crucial for mitigating
these threats, yet availability and affordabilit y remain significant barriers. To bridge this
gap, pharmaceutical companies can expan d into underserved markets by adopting
cost-effective pricing models, offering sma ller packaging sizes for rural clinics, and
developing multi-dose vials to enhance cost efficiency.
. Product variety research drives expansion of indication areas: A key trend shaping the
future of the antiserum market is the expansion of product variety, enabling broader
therapeutic applications and addressing unme t medical needs. Traditionally focused on
diphtheria and tetanus, research has now extended to new indications, including
antivenoms for snake, wasp, and scorpion envenomation, anti-thymocyte globulin
(ATG) for autoimmune diseases, and antiserum products for viral and bacterial
infections. These advancements promise more effective treatment options for patients
suffering from biotoxin poisoning. Diversi fying the antiserum products portfolio is a
crucial strategy for manufacturers, allo wing them to target a wider range of medical
conditions that can benefit from polyclonal antibody therapy. This expansion ensures
healthcare providers have access to speciali zed treatments tailored to diverse clinical
needs.
. Opportunities and challenges coexist for Chinese manufacturers: As global clinical demand
for antiserum products continues to rise, manufacturers are expected to intensify R&D
efforts, expand indications for antiserum products, and enhance their role in disease
prevention and treatment. Advancements i n production processes will further improve
product efficacy and safety, strengtheni ng their clinical advantages. For Chinese
antiserum manufacturers, globalization pre sents both opportunities and challenges. The
industry’s technology and resource-intensive nature create a unique opportunity for
China to establish itself as a key player in the global market, leveraging its expanding
expertise and industrial capacity.
Challenges Faced by Chinese Manufacturers within Human Antiserum Products Market
. Technical and production hurdles remain significant: Manufacturers must invest heavily in
R&D to enhance serum preparation techni ques and upgrade facilities to meet GMP
standards, which require strict environmenta l controls and advanced equipment. Precision
quality control also demands skilled profession als and sophisticated instruments. While
this presents pressure on quality assurance, some Chinese companies have leveraged their
technological strengths to continuously improve purity and efficacy.
. High cost pressure persists across R&D and manufacturing: Developing new products
requires years of costly trials, while raw mate rials and cold-chain logistics add further
financial burden. Leading domestic players wi th economies of scale and integrated supply
chains are better positioned to reduce production costs.
. Coordination across the value chain poses difficulties: Upstream collaboration with
research institutions is often hampered b y weak industry-academia integration and
information gaps. Besides, mastering large-scale animal husbandry to ensure herd health
and elicit potent immune response requires subs tantial investment and efforts. Midstream,
talent shortages affect internal coordination among R&D, production, and quality
control. Downstream, building sales networ ks is costly amid intense market competition
and tight regulatory oversight both domestically and abroad. Nonetheless, companies
with strong integration capabilities and colla borative innovation a re better equipped to
navigate these systemic challenges.
Entry Barriers of Human Antiserum Products Market
. High technical and production requirements: The antiserum industry imposes high entry
barriers due to its integration of three specia lized domains. First, companies must develop
or source high-quality antigens to immunize l arge animals like horses. Second, large-scale
animal husbandry expertise is required to m aintain herd health and elicit strong immune
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responses. Third, advanced purification a nd antibody manufacturing capabilities are
essential. Each stage demands specialized k nowledge, infrastructure, and operational
expertise, making the industry highly resourc e-intensive and technology-intensive. Unlike
traditional laboratory-based drug development, antiserum development and production
requires seamless coordination across these c omplex processes, sign ificantly restricting
new market entrants.
. High cost of production and storage: The production of antisera is highly complex,
requiring specialized facilities, strict qu ality control, GMP compliance, regulatory
approvals, and skilled professionals. High s torage and shipping costs drive up prices,
making these treatments unaffordable in lo w-income regions, while low profit margins
deter investment in resource-limited markets. Additionally, maintaining a cold chain is
essential for efficacy, yet un reliable infrastructure in these regions limits distribution,
often restricting access to urban centers and leaving rural populations underserved.
. Need for industry chain collaboration: The production and distribution of antiserum
products require coordination among pharma ceutical companies, raw material providers,
regulators, and healthcare providers. It takes many years and significant capital
investments in infrastructure, technology an d compliance to establish collaboration and
good relationship with suppliers, distributo rs, regulators and other third parties. While
this process demands high industry coordination, it also presents an opportunity to build
a sustainable supply chain. By investing in b iotechnology, improvi ng animal management,
and strengthening supply chains, stakeholders can overcome challenges and ensure the
continued availability of these vital medical products.
Human TAT Market
Overview of Tetanus
T e t a n u si sas e v e r ei n f e c t i o u sd i s ease caused by the tetanus toxin from Clostridium tetani .E a r l y
symptoms include muscle stiffness and difficult y swallowing, which can progress to generalized
muscle spasms, opisthotonus, and painful convul sions. In severe cases, patients may experience
respiratory distress, fractures, and pneumonia . Tetanus affects both children and adults, with
common causes including trauma-related infectio n, surgical infections, neonatal tetanus, under
immunization and unhygienic childbirth in reso urce-limited settings. Individuals working or
engaging in outdoor activities are at higher r isk, particularly in areas with inadequate
immunization coverage and limited access to clean medical care.
The infection mortality rate of tetanus is appr oximately 41.5% globally, and tetanus especially
affects regions where sanitation is lacking and v accination rates are low. As a life-threatening
infection, tetanus has no effective treatment me thod once progressed. Currently, the only way to
provide immediate protection when there is an emerging risk of infection and the only treatment to
tetanus is through passive immunization.
Clostridium tetani is widely present in the natural environment. When a wound meets certain
conditions, such as exposure to the bacteria, lack o f effective immunity in the individual, or in cases
where wounds are deep and narrow creating an ana erobic environment within the body, wounds
come into contact with metal, rust, soil, dust, o r animal components, the bacteria can invade,
multiply, and produce toxins that cause tetanus. Therefore, tetanus-prone wounds are high-risk
factors for tetanus infection. Global cases of te tanus-prone wounds increased from 574.2 million in
2020 to 625.1 million in 2025 globally, reflectin g a CAGR of 1.7%. This trend is expected to
continue, reaching 664.4 mil lion in 2030 and 704.3 million in 2035 , with a CAGR of 1.2% from 2025
to 2030 and 1.2% from 2030 to 2035. In China, cases o f tetanus-prone wounds rose from 85.5 million
in 2020 to 94.7 million in 2025, with a CAGR of 2.1%. This is projected to increase to 95.8 million in
2030 and 97.4 million in 2035, with a CAGR of 0. 2% from 2025 to 2030 and 0.3% from 2030 to 2035.
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Overview of Human TAT
Tetanus prevention primarily involves two a pproaches: active and passive immunization.
Active immunization, or primary prevention, invol ves administering a tetanus toxoid vaccine to
induce acquired immunity. Passive immunization , or secondary prevention, provides immediate
protection and treatment through the administration of tetanus antitoxin, offering immediate and
timely protection for those exposed to tetanus infections or potential tetanus infections.
While immunization with tetanus-toxoid-containing vaccines is effective for preventing tetanus.
However, immunity from vaccination does not last life-long and people who recover from tetanus do
not have natural immunity and can be infected again. Tetanus vaccination is part of routine global
immunization programs, and those with tetanus-p rone wounds should receive tetanus antitoxin or
tetanus immunoglobulin for immedi ate protection. The below chart compares active and passive
immunity for tetanus:
Category Recommend Use Response Period Lasting Period
Clinical Application
Status
Active Immunity Tetanus toxoid vaccine
Combination vaccine
include DTwP, DTaP,
Tdap, DT
Routine vaccination for
people across the life
span
One to two weeks 5–10 years Low coverage
among adults
Passive Immunity TAT
Equine Tetanus
Immunoglobulin F(ab’)
2
HTIG
mAb
Prophylaxis against
tetanus following injury
in patients whose
immunization is
incomplete or uncertain
Immediately 10–28 days Low coverage
among developing
countries
Note: DT=Diphtheria and tetanus toxoids, DTwP=Diphtheria a nd tetanus toxoids with whole cell pertussis vaccine,
DTaP=Diphtheria and tetanus toxoids with acellular P ertussis, Tdap=Tetanus toxoid, reduced diphtheria
toxoid and acellular pertussis vaccine.
Source: Expert Consensus on Emergency Prevention and Treatment of Tetanus in Adults ( 成人破傷風急診預防及診療專
家共識), Literature Reviews, Frost & Sullivan Analysis
TAT, Equine Tetanus Immunoglobulin F(ab’) 2, HTIG and mAb are commonly used passive
immunization products for tetan us. Compared with other products, TAT demonstrates rapid
efficacy, high cost-effectiveness and high productivity. The following table shows the characteristics
of various passive immunization products:
Product Name
TAT (by Jiangxi Institute
of Biological Products) TAT (traditional)
Equine Tetanus
Immunoglobulin F(ab’) 2 HTIG mAb
Mechanism Equine tetanus
immunoglobulin
F(ab’)
2
(4)
Equine tetanus
immunoglobulin
F(ab’)
2
(2)
Equine tetanus
immunoglobulin
F(ab’)
2
(2)
Human tetanus
immunoglobulin
Recombinant human
monoclonal antibody
Protection Period 10 days 10 days 10 days 28 days 105 days
Standard F(ab’) 2 Value (1) 65–90% Prophylaxis: ≥60%;
Treatment: ≥70%
≥70% ≥90% Not publicly disclosed
Specific Activity (2) Standard:
50,000 *90,000
IU/gp
Company avg: ≥82,000
IU/g protein
Prophylaxis: ≥45,000 IU/
gp
Treatment: ≥55,000 IU/g
protein
≥75,000 IU/g protein Not publicly disclosed Not publicly disclosed
Safety Incidence of adverse
reactions: 0.03%
Incidence of adverse
reactions: 5–30%
Incidence of adverse
reactions: 2.5%–5%
Not publicly disclosed Not publicly disclosed
Sensitivity Test √√√ XX
Recommended Dosage 1–2 doses 1–2 doses 1–2 doses 1–2 doses 1 dose
Cost Per Dose (RMB) (3) ~15.1 ~15.1 ~28.0 ~300.0 ~798.0
Productivity High High Relatively low (4) Low High
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Notes:
(1) A measure of the purity and potency of F(ab’) 2 antibody fragments. Higher levels indicate better antibody
activity with fewer impurities.
(2) Specific Activity serves as a key indicator of the ‘‘func tional purity’’ of a biological product. It is defined as the
number of biological activity units (IU) contained pe r unit mass of protein (typically expressed in IU/mg or
IU/g). For tetanus immunotherapeutics , ‘‘activity’’ refers specifically to the product’s ability to neutralize tetanus
neurotoxin, as determined through standardized animal a ssays, while ‘‘mass’’ refers to the total protein content
of the HTIG or TAT preparation. A higher specific activity indicates that a greater proportion of the protein
content consists of active, toxin-neutralizing component s, while the proportion of in active proteins, which are
potential sources of adverse reac tions, is lower. TAT and Equine Tetanus Immunoglobulin F(ab’)
2 are polyclonal
antibodies extracted from immune equine plasma. Both pro ducts have the same active ingredient, consisting of
F(ab’)2 fragments generated by pepsin digestion of whole IgG antibodies. Main differences lie in their product
registration name and specific activity. The specifi c activity of Equine Tetan us Immunoglobulin F(ab’) 2 is higher
than traditional TAT but on the same level of TAT produced by the Company.
(3) Bid price.
(4) Equine tetanus immunoglobulin F(ab’)
2 has a relatively lower p roductivity than TAT, primarily because the
purification process results in greater loss and lower y ield, leading to relatively higher unit cost of sales.
Source: Expert Consensus on Emergency Prevention and Treatment of Tetanus in Adults ( 成人破傷風急診預防及診療專
家共識), Public Information, Frost & Sullivan Analysis
Specifically, our Human TAT differs from tradit ional Human TAT in both production process,
purity and quality. By incorporating Pasteur vi rus removal/inactivat ion technology, we have
significantly enhanced the products safety and e fficacy. This process results in a higher specific
activity (average ≥82,000 IU/gp), comparable to that of E quine Tetanus Immunoglobulin F(ab’) 2.
Besides, our TAT leverages F(ab’) 2 fragment optimization with enzymatic cleavage to remove
allergenic Fc components, and thus achieve an adverse reaction rate of 0.03%.
Among tetanus passive immunity products, Hu man TAT is the most widely utilized. This
preference stems from its (i) broad-spectrum p otential to target a wide range of antigens while
reducing susceptibility to resistance and minimiz ing the risk of immune escape, (ii) fewer ethical and
safety concerns (such as the risk of infectious disease transmission) associated with human
plasma-derived products, (iii) lower production cos ts and greater economic accessibility, facilitating
scalable manufacturing and reducing the financi al burden on patients and healthcare systems, and
(iv) a short development cycle, making them well-su ited for rapid responses to unanticipated public
health emergencies caused by infectious diseases. In particular, Human TAT is priced around 10
times lower than HTIG, making it the primary choi ce for cost-sensitive markets. The below chart
sets forth historical and future market size of hu man tetanus passive immunization by different
products:
Sales Volume Breakdown of China Tetanus
Passive Immunity Product Market
Sales Volume Breakdown of Global Tetanus
Passive Immunity Product Market
Million Unit
20.5
34.3
5.8
12.5
3.1
55.7
1.2
11.2
33.0
TAT F(ab’) 2 HTIG mAb
2025 2035E
Million Unit
65.2
316.9
24.6
23.1
7.9
372.5
3.517.7
86.6
TAT F(ab’) 2 HTIG mAb
2025 2035E
Source: Annual Reports of Listed Medical Companies, NMPA, CDE, FDA, Public Information, Expert Interview, Frost &
Sullivan Analysis
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Sales Volume Breakdown of Global Tetanus
Passive Immunity Product Market by
Manufacturer, 2025
Sales Volume Breakdown of China Tetanus
Passive Immunity Product Market by
Manufacturer, 2025
Company B
6.9%
(5.9)
Company F
2.2%
(1.9)
Company E
2.5%
(2.2)
Our Company
34.5%
(29.9)
Million Unit
Company A
8.1%
(7.0)
Company C
3.4%
(3.0)
Company D
2.7%
(2.4)
Others
39.8%
(34.5)
Company F
5.8%
(1.9)
Company E
6.5%
(2.2)
Company C
9.0%
(3.0)
Our Company
41.1%
(13.5)
Million Unit
Company A
21.3%
(7.0)
Others
16.4%
(5.4)
Source: Annual Reports of Listed Medical Companies, NMPA, CDE, Public Information, Expert Interview, Frost &
Sullivan Analysis
. Company A, headquartered in Lanzhou, China, was founded in 1949. It focuses on the research, development, production, and sales of vaccines and
biologics. The institute is a leading player in Chinese vaccine market, with products covering a wide range of infectious diseases, including tetanu sa n d
rabies. In 2025, the sales volume of tetanus passi ve immunity products by Company A amounted to 7.0 m illion unit, representing 8.1% of total sales
volume in the global tetanus passive immunity market.
. Company B, headquartered in Nha Trang, Vietnam, was founded in 1978. It specializes in the research, development, and production of vaccines and
medical biologics. Company B is one of Vietnam’s k ey state-owned vaccine manufacturers, with a por tfolio including influenza, tetanus, and Japanes e
encephalitis vaccines, serving both domestic and international markets. In 2025, the sales volume o f tetanus passive immunity products by Company B
amounted to 5.9 million unit, representing 6.9% of total sales volume in the global tetanus passive immunity market.
. Company C, headquartered in Xinxiang, China, was founded in 1992. It is a leading biotechnology c ompany engaged in the R&D, manufacturing, and
sales of plasma-derived products, vaccines, and recombinant biologic s. In 2025, the sales volume of tetanus passive immunity products by Company C
amounted to 3.0 million unit, representing 3.4% of total sales volume in the global tetanus passive immunity market.
. Company D, India’s first privately held biopharmaceutical company, foun ded in 1953 and headquartered in Hyderabad, India. As one of the world’s
leading biopharmaceutical companies, it focuses on the development, manufacturing, and supply of i nnovative vaccines and generic therapeutics, w ith
products available in more than 130 countries worldwide. In 2025, the sal es volume of tetanus passive immunity products by Company D amounted to
2.4 million unit, representing 2.7% of total sales volume in the global tetanus passive immunity market.
. Company E, headquartered in Zhanjiang, China, was founded in 1995. It focuses on the production of plasma-derived therapies, including human
immunoglobulin and albumin products. In 2025, the sales volume of tetanu s passive immunity products by Company E amounted to 2.2 million unit,
representing 2.5% of total sales volume in th e global tetanus passive immunity market.
. Company F, headquartered in Chengdu , China, was founded in 1995. It specializes in the devel opment and manufacturing of plasma-derived and
biological products, including tetan us immunoglobulin, rabies immunoglobu lin, and vaccines. In 2025, the sales volume of tetanus p assive immunit y
products by Company F amounted to 1.9 million unit, representing 2.2% of total sales volume in the global tetanus passive immunity market.
. In 2025, the sales volume of tetanus passive immunity products by other ma nufacturers amounted to 34.5 million unit, representing 39.8% of total
sales volume in the global tetanus passive immunity market.
Market Size of Human TAT
The global market for tetanus passive immuni ty products grew from US$222.5 million in 2020
to US$325.4 million in 2025, with a CAGR of 7.9%. It is expected to continue rising to US$626.2
million in 2030 and US$1,058.6 million in 2035, with CAGRs of 14.0% and 11.0% from 2025 to 2030
and from 2030 to 2035, respectively. In China, the m arket size for tetanus passive immunity products
increased from US$162.0 million in 2020 to US$ 224.4 million in 2025, with a CAGR of 6.7%. This is
expected to grow to US$272.2 million in 2030 and US$344.0 million in 2035, with CAGRs of 3.9%
and 4.8% from 2025 to 2030 and from 2030 to 2035, respectively.
Tetanus antitoxin is the most widely used pro duct in tetanus passive immunity. In China, it
accounts for around 60% of national clinical demand for tetanus passive immunization products in
terms of sales volume, with annual consumption ex ceeding 20 million doses. Its popularity is driven
by rapid efficacy, scalable production capacity, an d significant cost advantages. Tetanus antitoxin is
priced approximately ten times lower than HTIG, making it the preferred choice in cost-sensitive
markets. Consequently, tetanus antitoxin also has significant market opportunities in Southeast
Asia, Africa, and Latin America.
Given its advantages, the market size of global tet anus antitoxin increased significantly from
2020 to 2025, and is expected to continue to increased to 2035, which is set forth below.
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The growth rate of the tetanus antitoxin market is expected to outpace that of the human
antiserum products market, primarily because (i) advancement in production and distribution leads
to higher accessibility and affordability of Hum an TAT products and (ii) several new human
antiserum products are still unde r clinical development, and have not yet been included in the overall
market size of human antiserum products.
Historical and Forecasted Market Size of Global and China Human Tetanus Antitoxin, 2020–2035E
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E
38.2 33.0 53.6 41.1 51.1 60.7 80.5 104.2 135.0 165.1 201.8 240.8 269.7 302.0
60.1 64.7 81.4 71.8 84.4 95.1 116.0 141.4 173.4 204.7 242.8 284.2 315.4 350.0
China 21.8 31.7 27.7 30.7 33.2 34.4 35.4 37.2 38.4 39.6 41.0 43.4 45.7 48.1
2034E
338.0
394.5
56.4
2035E
378.3
439.5
61.2
Million US$
Period
2030E–2035E
2025–2030E
2020–2025
CAGR
9.6%
Global China
20.6%
12.6%
9.5%
3.6%
8.3%
RoW
Global
Source: Annual Reports of Listed Medical Companies, NMPA, CDE, FDA, Public Information, Expert Interview, Frost &
Sullivan Analysis
Competitive Landscape of Human TAT
As of the Latest Practicable Date, four Human T AT manufacturers had obtained marketing
approvals and only two of them were still manufa cturing and selling Human TAT in large scale. Two
Human TAT manufacturers stopped manufacturin g and selling Human TAT in large scale (namely,
they have either completely ceased production or retained only minimal capacity to keep the
production license active) in 2016 and 2018, respect ively, primarily becaus e these manufacturers
have redirected their focus to other a reas of research and manufacturing.
In 2025, domestic sales volume of Human TAT manufactured by our Group reached 13.5
million, accounting for 65.8% of total market in C hina. In 2025, our total sales volume of Human
TAT was 29.9 million units, comprising 13.5 million units sold in China and 16.4 million units
exported to overseas markets through domestic an d overseas distributors, representing a global
market share of 45.8% in terms of sales volume and ranking first globally. By contrast, the other
Chinese Human TAT manufacturer Company A sol d approximately 7.0 million units in China and
did not have export sales in 2025. As one of the only two manufacturers who are still producing
Human TAT in large scale in China, domestic sa les revenue of Human TAT manufactured by our
Group reached RMB165.4 million in 2025, account ing for 66.9% of total Chinese market. In
addition, the global sales revenue of Human TAT manufactured by our Group accounted for 33.2%
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of total global market, ranking fir st globally in terms of revenue. The following charts set forth the
top two companies in Chinese Human TAT market and top five companies in global Human TAT
market in terms of sales volume and sales revenue in 2025 :
Sales Volume Breakdown of Chinese Human TAT
Market by Manufacturer, 2025
Sales Revenue Breakdown of Chinese Human
TAT Market by Manufacturer, 2025
Others
0.1%
Million Unit
Company A
34.1%
(7.0 million units)
Our Company
65.8%
(13.5 million units)
Others
0.1%
Company A
33.0%
Our Company
66.9%
Million Unit
Source: Annual Reports of Listed Medical Companies, NMPA,
CDE, Public information, Expert Interview, Frost &
Sullivan Analysis
Source: Annual Reports of Listed Medical Companies, NMPA,
CDE, Public information, Expert Interview, Frost &
Sullivan Analysis
Sales Volume Breakdown of Global Tetanus TAT
Market by Manufacturer, 2025
Sales Revenue Breakdown of Global Tetanus TAT
Market by Manufacturer, 2025
Others
29.0%
Company A
10.7%
Company B
9.1%
Our Company
45.8%
Company D
3.6%
Company G
1.8%
Others
43.7%
Company A
11.9%
Company B
6.6%
Our Company
33.2%
Company G
2.4%
Company D
2.2%
Source: Annual Reports of Listed Medical Companies, NMPA,
CDE, Public information, Expert Interview, Frost &
Sullivan Analysis
Source: Annual Reports of Listed Medical Companies, NMPA,
CDE, Public information, Expert Interview, Frost &
Sullivan Analysis
. Company A, headquartered in Lanzhou, China, was founded in 1949. It focuses on the research, development, production, and sales of vaccines and
biologics. The institute is a leading player in Chinese vaccine market, with products covering a wide range of infectious diseases, including tetanu sa n d
rabies.
. Company B, headquartered in Nha Trang, Vietnam, was founded in 1978. It specializes in the research, development, and production of vaccines and
medical biologics. Company B is one of Vietnam’s k ey state-owned vaccine manufacturers, with a por tfolio including influenza, tetanus, and Japanes e
encephalitis vaccines, serving both domestic and international markets.
. Company D, India’s first privately held biopharmaceutical company, foun ded in 1953 and headquartered in Hyderabad, India. As one of the world’s
leading biopharmaceutical companies, it focuses on the development, manufacturing, and supply of i nnovative vaccines and generic therapeutics, w ith
products available in more than 130 countries worldwide.
. Company G, headquartered in Bandung, Indonesia, Company G was established in 1890 and is an Indonesian state-owned vaccine and biological
products manufacturer, focusing on the development, manufacturing and supply of vaccines and sera, with products used in more than 130 countries
and a portfolio covering tetanus-containing vaccines and anti-tetanus serum.
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Future Trends of Human TAT Market
The projected future trends for the Human T AT market in China include the following:
. Mitigating global disparities in tetanus control: While tetanus is preventable through
vaccination and proper wound care, global dispa rities persist, particularly in developing
countries and low-income regions. In high-income countries, tetanus is rare due to strong
immunization programs. However, Southeast Asia and Africa account for over 60% of
new infections, exacerbated by limitations of labor protection and medical and health
environment, poverty, conflict, and weak healthcare systems. To bridge these gaps,
sustained efforts from governments, international organizations, and pharmaceutical
companies are crucial.
. Addressing low coverage of tetanus protection among adults through passive immunity
products: People of all ages are susceptible to tet anus infection. Immunity from childhood
tetanus vaccines wanes over time, and regula r boosters are needed. However, adults often
miss these due to lack of awareness or access to healthcare or economic factors.
Governments should promote awareness campaigns on the importance of boosters, while
passive immunity products like Human TAT can help protect individuals with incomplete
or unknown vaccination status.
. Enhancing accessibility and affo rdability by technical innovation: Despite effective vaccines
and antiserum therapies, access to tetanus i mmunization remains uneven. Innovation in
TAT could improve its effectiveness, reduce si de effects, and lower costs, making it more
accessible to low-income regions. Pharmaceu tical companies should be incentivized to
develop affordable tetanus immunization pro ducts, crucial for achieving global health
equity.
. Combining active and passive immunity to strengthen disease control and patient protection:
The combination of active and passive immuni zation enhances disease prevention and
patient protection. While vaccines are effect ive, they have limitations: they require time to
trigger antibody production (a immune response window period), and some individuals,
particularly those with low immunity, m ay not respond adequately. Passive
immunization, which directly administers specific antibodies, provides immediate
protection, addressing these limitations. F or tetanus, integrating both immunization
methods improves infection prevention and offers additional protection for vulnerable
populations.
Drivers of Human TAT Market
. Policy Drivers: The Human TAT market is supported by a series of favorable policies.
China’s 15th Five-Year Plan (2026–2030) em phasizes the prevention and control of
infectious, parasitic, and endemic diseas es, calling for improved emergency response
capabilities. These policies lay a stron g foundation for the Human TAT market,
encouraging improvements in production techniques and quality standards to ensure the
reliability and effectiveness of Human TAT in m anaging tetanus infections. As a result,
market demand for Human TAT continues to grow steadily.
. Technological Drivers: Advances in production technology have also contributed to the
growth of the Human TAT market. Traditional equine-derived antiserum production is
mature, scalable, and cost-stable. Innova tions such as Pasteur virus inactivation
techniques have enhanced specific activit y, while vial packaging has improved product
stability and ease of transport. Further upgrades including hi gh-purity chromatographic
processing to reduce allergic risks, the devel opment of long-acting formulations to extend
antibody half-life, and ready -to-use formats to improve acce ss in remote areas are driving
market expansion.
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. Demand Growth: Although tetanus is preventab le through active and passive
immunization method and proper wound ca re, global disparities in immunization
coverage and healthcare infrastructure r emain a concern. According to WHO, over
60% of new tetanus cases and deaths in recent years occurred in Southeast Asia and
Africa. Given their accessibility and efficacy , polyclonal antibodies like TAT remain the
only scalable option for emergency passive immu nization, playing a vital role in bridging
gaps in vaccine coverage and reducing morta lity. With continued policy support and
technological progress, Human TAT is pois ed to become a key component in global
tetanus prevention and control, with further market growth anticipated.
Snakebite Antivenoms Market
Overview of Snakebite Envenom ing and Snakebite Antivenoms
There are over four thousand snake species worldwide, with venomous species making up about
20% (over 800 species). Snake bites are a significan t public health issue, especially in warm regions
like Southeast Asia, sub-Saharan Africa, and La tin America. According to the WHO, 95% of snake
bites occur in developing countries. China is home to more than 60 venomous snake species, with the
highest number of bites occurring in provinces south of the Yangtze River during summer and
autumn.
The clinical effects of snake bites vary due to differences in venom composition and
mechanisms. Elapidae family snakes primarily ca use neurotoxic effects, while Viperidae family
snakes typically induce local tissu e damage, bleeding, coagulopathie s, and kidney failure. Venomous
bites can result in severe paralysis, bleeding dis orders, kidney failure, and tissue destruction,
sometimes leading to disability or amputation. Ch ildren are more vulnerable due to their smaller
body mass.
The incidence of venomous snakebites glob ally and in China in 2025 was 2.7 million and 0.28
million, respectively. Bites by venomous snakes ha ve severe negative consequences as it may cause
permanent disfigurement and/or di sabilities, including limb amputati ons, and even deaths, according
to Frost & Sullivan.
High-quality snake antivenoms are the most effect ive treatment for preventing or reversing the
effects of venomous snake bites and remain the only safe and effective antidote against snake venom.
Recognized by the WHO as essentia l medicines, they are a critical component of primary healthcare
in regions where snake bites are prevalent.
Market Size of Snakebite Antivenoms
The global and Chinese market for snake ant ivenom grew from 2020 to 2025, and is expected to
continue to increased to 203 5, which is set forth below.
Historical and Forecasted Market Size of Global and China’s Snake Antivenom, 2020–2035EChina
Million US$
Period
2030E–2035E
2025–2030E
2020–2025
CAGR
7.0%
Global China
18.2%
9.6%
7.5%
33.7%
13.8%
RoW
Global
2021
184.9
203.9
19.0
2023
199.3
221.3
22.0
2024
208.5
230.1
21.6
2025
210.6
234.1
23.4
2026E
216.6
241.0
24.4
2027E
232.8
260.8
27.9
2028E
278.8
319.9
41.1
2029E
344.8
407.7
62.9
2030E
439.8
539.9
100.0
2031E
493.6
612.8
119.2
2032E
536.3
673.9
137.6
2033E
575.7
729.0
153.3
2034E
617.8
788.7
170.8
2035E
663.1
853.5
190.4
2022
190.4
211.2
20.8
2020
150.8
167.1
16.3
Source: Annual Reports of Listed Medical Companies, NMPA, CDE, WHO, Public Information, Expert Interview, Frost
& Sullivan Analysis
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Competitive Landscape of Snakebite Antivenoms
As of the Latest Practicable Date, there were fo ur marketed snakebite antivenoms and three
snakebite antivenoms candidate under clinical development in China. Below are the marketed
snakebite antivenoms and snakebit e antivenoms candidate in China:
Snake Type Manufacturer First Approval Date
Bungarus multicinctus antivenom А૶
Agkistrodon halys antivenom А૶ 1982-01-01
Agkistrodon acutus antivenom А૶
Naja naja atra antivenom А૶ 1981-01-01
Shanghai Serum Biological Technology Co.,Ltd.
Source: NMPA, Frost & Sullivan
Snake Type Drug Name Clinical StageManufacturer First Posted Date
Viper Anti-viper venom serum
(А૶)
Phase IIShanghai Serum Biological Technology
Co., Ltd.
2024-02-20
Gloydius halys Agkistrodon Halys Antivenin
(А૶)
Phase IJiangXi Institute of Biological Products Inc. 2025-04-21
Deinagkistrodon acutus Agkistrodon acutus Antivenin
(А૶)
Phase IJiangXi Institute of Biological Products Inc. 2026-02-25
Source: CDE, Frost & Sullivan
Future Trends of Snakebite Antivenoms Market
The projected future trends, outlining curre nt limitations and market opportunities for the
snakebite antivenoms market in China, include the following:
. Mitigating global disparities in venomous snake bite control: Snakebite envenoming is a
major public health issue, particularly in tropical and subtropical regions where
agricultural and rural communities are mos t affected. Despite its recognition by the
W H Oa san e g l e c t e dt r o p i c a ld i s e a s e ,ag a pe x i s t sb e t w e e nt h en u m b e ro fp a t i e n t sa n dt h e
availability of effective treatments. Antive nom administration is the cornerstone of
treatment, but accessibility and efficacy re main challenges. Increased funding for
researcher towards new snake antivenoms a nd universal treatments could improve
outcomes.
. Development of affordable and accessible antivenoms: Animal-derived antivenoms are
critical for treating snakebite envenoming, but rising costs and limited production have
made them increasingly unavailable and unaffordable. The process of producing
antivenoms is resource-intensive and technology-intensive, requiring specialized
facilities, which contributes to high cost s. There is a significant opportunity for
pharmaceutical companies to develop affordable, scalable antivenoms, making
life-saving treatments accessibl e to underserved populations.
. Investment in the development of polyspecific antivenoms: Limited availability of
antivenoms in regions with diverse venomous snake species remains a key barrier to
effective treatment. In China, for example, only four types of antivenom are approved,
which does not meet the needs of many patients. Investing in polyspecific antivenoms
capable of neutralizing venom from multip le species could address these limitations,
particularly in areas with diverse snake popul ations, reducing the need for precise species
identification before treatment.
. Insufficient coverage of drugs fo r snakebite poisoning treatment: Numerous patients miss
timely antivenom treatment due to geographi c isolation, limited resources, or financial
constraints. Snakebites cause about three t imes as many amputations and disabilities as
deaths each year. To reduce global snakebi te mortality and disability rates by 50% by
2030, the WHO plans to invest US$137 million from 2019 to 2030, focusing on education,
expanding snake antivenom reserves, lowe ring treatment costs, and strengthening
healthcare systems in developing countries.
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Rabies Antiserum Market
Overview of Rabies
Rabies is a viral zoonotic disease that causes p rogressive and fatal inflammation of the brain
and spinal cord. It is transmitted through direct contact with the saliva or nervous system tissue of
an infected animal, typically via bites or scratc hes, though rare cases also occur through aerosol
exposure or organ transplants. Rabies manifes ts in two symptoms: furious rabies, marked by
confusion, spasms, and autonomic dysfunction, and paralytic rabies, which causes progressive
paralysis while the patient remain s conscious. Once clinical sympto ms appear, rabies is nearly always
fatal.
Rabies remains a serious public health issue in o ver 150 countries, particularly in Asia and
Africa. Rabies deaths in 2025 reached 10,496 globally, with mortality rate of almost 100% when
clinical symptoms appear.
Overview of Rabies Antiserum
Rabies is nearly always fatal once symptoms a ppear, making its prevention crucial. This
includes ensuring access to prompt post-exposure prophylaxis, vaccinating of dogs, and empowering
communities. Pre-exposure proph ylaxis is recommended for individ uals at high risk of exposure due
to their occupation or location, with periodic booster shots advised for those with frequent or
continuous exposure. If available, antibody monitoring is preferred over routine boosters for at-risk
personnel.
All cases of suspected rabies exposure, esp ecially Grade III exposure, should be treated
immediately to prevent the onset of symptoms an d death. Post-exposure prophylaxis includes
thorough wound treatment, administration of WHO -approved rabies vaccines, and, when necessary,
rabies antiserum. The following table outlines post -exposure prophylaxis recommendations based on
exposure category and immune status.
Category Type of Animal Contact Recommended Treatment
Application of Rabies
Passive Immunization
I Intact skin contact with animal
secretions or excretions
Clean the exposed area, no other
medical treatment is needed
/
II Meet one of the following conditions:
. Bites or scratches without significant
bleeding
. Wounds without signif icant bleeding or
closed but not fully healed wounds that
come into contact with animal
secretions or excretions
1. Wound clean, Administer
rabies vaccine
2. Use rabies passive immunizing
agents when necessary
1. Unvaccinated individuals,
those receiving their first
vaccination, or exposed cases
with concurrent
immunodeficiency
III Meet one of the following conditions:
. Penetrating skin bites or scratches with
clinical presentation of significant
bleeding
. Open wounds or mucous membranes
that come into contact with animal
secretions or excretions
. Exposure to bats
1. Wound clean
2. Use rabies passive immunizing
agents
3. Administer rabies vaccine
1. First-time Category III
exposure cases
2. First-time Category III
exposure cases who did not
receive passive immunization
and experience re-exposure
within 7 days
3. Re-exposure cases (Category
II/III) in HIV clinical-stage
patients or hematopoietic
stem cell transplant recipients
Source: WHO, Expert Consensus on Rabies Exposure Prevention and Management (
狂犬病暴露預防處置專家共識),
Frost & Sullivan Analysis
According to the Expert Consensus on Rabies Exposure Prevention and Treatment , passive
rabies immunization should be admin istered alongside vaccination fo r all Grade III exposure cases
and for Grade II cases involving individuals with severe immunodeficiency. F or instance, the study
Epidemiological Characteristics and Post-Exposure Prophylaxis Failure of Rabies Cases in Hubei
Province, 2015–2021 analyzed 127 rabies cases, among which 11 (8.7%) developed rabies despite
post-exposure vaccination. All were Grade III expo sures, demonstrating that individuals may still
require passive rabies immunization even after receiving vaccination. The WHO Position Paper on
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Rabies Vaccines likewise recommends passive immunization for all first-time Grade III exposures, as
well as Grade II exposures in immunocompromis ed individuals, those receiving long-term
immunosuppressive therapy, or expo sures involving the head or fa ce. For high-risk populations,
such as individuals with occupational exposure, people living in remote rabies-endemic areas, and
travelers, passive rabies immunization offers immedi ate post-exposure protection, addressing the
immune window period and individual variability a ssociated with vaccination. When administered
together with vaccination, it forms a complementar y strategy offering both immediate and long-term
protection against rabies infection.
Rabies antiserum provides immediate and timely protection by neutralizing the rabies virus
until the vaccine takes effect. It is derived fr om immunized human donors or horses. Advances in
rabies treatment have led to development of mAbs , which offer a promising choice. Below table
shows the costs of HRIG, traditiona l equine rabies antiserum and mAb:
HRIG
Traditional Equine
Rabies Antiserum mAb
Recommended Dosage (IU/kg )(1) Post-exposure
prophylaxis 20
Post-exposure
prophylaxis 40
Post-exposure
prophylaxis 20
Cost Per Dose (RMB) (2) *282.34
500IU/unit
*55
400IU/unit
*600
200IU/unit
Protection Period Approximately 21
days
Approximately 10
days
14–24 days
Safety Incidence of
adverse reactions:
0.09%
Incidence of
adverse reactions:
1.05% *12.5%
Incidence of
adverse reactions:
Not publicly
disclosed
Notes:
(1) Amount of IU a patient needs per kg of body weight.
(2) Bid price.
Source: Expert Consensus on Rabies Exposure Prevention and Management, Public Information, Expert Interview, Frost
& Sullivan Analysis
For individuals who have never been vaccinated against rabies, post-exposure prophylaxis
should always include both passive immunity produc ts and rabies vaccine, regardless of whether the
exposure is through a bite or non-bite injury, as l ong as no clinical symptoms of rabies are present.
Market Size of Rabies Antiserum
In China, the incidence of Grade III rabies expo sure increased from 14.5 million in 2020 to 15.6
million in 2025, with a CAGR of 1.4%. It is projected to reach 16.4 million in 2030 and 17.2 million
in 2035, with a CAGR of 1.0% and 1.0%, respect ively. Further, among the 15.6 million people
experiencing Grade III exposure in 2025, on ly 10.5% (about 1.6 million) received passive
immunization, leaving nearly 14 million unprote cted. The market for high-quality rabies
antiserum products remains underdeveloped, with an insufficient supply of HRIG to meet demand.
The market of rabies passive immunity products in China grew from RMB1.5 billion in 2020 to
RMB1.9 billion in 2025, with a CAGR of 5.5%. It is p rojected to reach RMB3.2 billion in 2030 and
RMB7.3 billion in 2035, with a CAGR of 11.0% from 2025 to 2030 and 17.7% from 2030 to 2035.
In 2025, mAb accounted for 2.5% of China’s rab ies passive immunization market, while HRIG
represented 97.5%, and that no ERIG products were available for sale. The market is currently
dominated by HRIG and mAb products, with n o equine rabies immunoglobulin F(ab’)
2 approved
for sale.
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Competitive Landscape of Rabies Antiserum
Although three manufacturers in China were app roved to produce traditional Equine Rabies
Antiserum, all of them have discontinued comme rcialization, as a result of inability to achieve
market acceptance caused by a high incidence of ad verse reactions. Accord ing to Frost & Sullivan,
the incidence of adverse reactions of traditional Equine Rabies Antiserum could be as high as 12.5%,
including serious allergic reactions such as serum sickness and anaphylactic shock. We choose to
develop our equine rabies immunoglobulin F(ab’)
2 candidate which leverages novel antigens and
advanced purification and formulation technolo gies to address the challenges associated with
traditional Equine Rabies Antiserum, aiming to cap ture significant market opportunities. There
remains unmet demand in the market, primarily du e to: (i) emerging need for rabies control and (ii)
greater accessibility of equine rabies immunoglob ulin. Firstly, the penetr ation rate remains low,
particularly in rural and resource-limited areas w here access to timely post-exposure prophylaxis is
limited. Many patients who are exp osed to the rabies virus either do not receive immunoglobulin at
all or receive it too late, resulting in a large clinic al treatment gap that contributes to preventable
deaths. Secondly, from a cost perspective, the ra bies vaccine is priced at around RMB100 per dose,
with a full course requiring five doses. Passive immu nization is also required, particularly for Grade
III exposures, and the total cost for full post-expos ure prophylaxis can reach several hundred to over
a thousand RMB, posing a financial burden for residents in economically underdeveloped regions.
Among passive immunization products, HRIG costs aroun d RMB280 per dose, mAbs
approximately RMB600 per dose, while traditio nal Equine Rabies Antiserum priced at only
around RMB55 per dose, making it significantly m ore accessible in resource-limited settings.
For HRIG, 20 manufacturers have obtained approval, with six companies accounting for
approximately 80% of the total batch release volume in 2025. Below are the marketed passive
immunity products and product ca ndidates for rabies in China:
Technical Paths Manufacturer NMPA First Approval Date Commercializing Status
Equine Rabies
Antiserum
HRIG
Lanzhou Biological Products Research Institute Limited Liability Company. 1982-01-01
Wuhan Biological Products Research Institute Co., Ltd. 1982-01-01
Shanghai Serum Biological Technology Co.,Ltd. 2004-09-10
National Drug Group Wuhan Blood Products Co., Ltd. 1994-01-01 √
X
X
X
X
X
X
X
X
X
X
Shenzhen Weiguang Biological Products Co.,Ltd. 2003-01-01 √
Sichuan Yuanda Shuyang Pharmaceutical Co., Ltd 2005-02-08 √
Boya Bio-pharmaceutical Group Co.,Ltd. 2005-05-13 √
Wuhan Zhong Yuan Rui De Biological Products Co.,Ltd 2005-07-08
Shandong Taibang Biologic Group 2005-10-18 √
Guizhou Taibang Biological Products Co.,Ltd. 2005-12-27 √
Guangdong Shuanglin Bio-Pharmacy Co,Ltd. 2006-03-24 √
Guangdong Baiyi Pharmaceutical Co., Ltd 2006-05-10
Guangdong Weilun Biological Pharmaceutical Co., Ltd. 2006-12-12 √
Emerging pharmaceutical co., LTD., Shanghai 2006-12-30
Hualan Biological Engineering,Inc. 2008-02-22 √
Shanxi Kangbao Biological Product Co.,Ltd. 2008-12-09
Hunan Ziguang Huhan Nanyue Pharmaceutical Co.,Ltd. 2009-01-01 √
Tonrol Bio-Pharmaceutical Co.,Limited 2011-07-18 √
Harbin Pacific Biopharmaceutical Co.,Ltd 2011-08-04 √
China Pharmaceutical Group Shanghai Blood Products Co., Ltd. 2015-02-10
Hebei Daan Pharmaceutical Co Ltd 2018-05-08 √
Chengdu Ronsen Pharmaceutical Co., Ltd. 2019-01-09
Hualan Biological Engineering Chongqing Co.,Ltd. 2022-03-29
Source: NMPA, Public Information, Frost & Sullivan
Technical Paths Generic Name Manufacturer NMPA First Approval Date Commercializing Status
mAb
Ormutivimab 2022-01-25
Zamerovimab and Mazorelvimab
NCPC Genetech Biotechnology Co.,Ltd.
Synermore Biopharmaceutical (Suzhou)
Co., Ltd 2024-06-04
√
√
Source: NMPA, Frost & Sullivan
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Technical Paths Drug Name Manufacturer Clinical Stage First Posted Date
mAbs
GR1801 Phase IIIGenrixbio (Shanghai) Pharmaceutical Technology Co., Ltd 2022-09-27
CBB1 Phase IIChangchun Bcht Biotechnology Co. 2024-07-26
NM57S/NC08 Phase IIINorth China Pharmaceutical Group New Drug R&D Co.,Ltd. 2025-04-16
/ Phase IILanzhou Biological Products Research Institute Limited Liability Company. 2026-01-29
Equine Rabies
Antiserum / Phase IYuxi Jozo Biotechnology Co., Ltd 2018-07-10
Source: CDE, Frost & Sullivan
Future Trends of Rabies Antiserum
Rabies continues to be a signif icant global health challenge, imposing an estimated annual
economic burden of US$8. 6 billion. Despite the availability of effe ctive vaccines and treatments for
over a century, the disease remains widespread, particularly in Africa and Asia, where 95% of
rabies-related deaths occur due to limited access t o vaccines and the high cost of treatment. In
response, WHO has launched the ‘‘Zero Rabies Deaths by 2030’’ initiative, emphasizing the need for
coordinated global efforts to eliminate disparitie s in rabies prevention and control. Given that rabies
is almost always fatal once symptoms appear, rapid i ntervention is essential. Unlike vaccines, which
take time to trigger an immune response, pa ssive immunity products provide immediate
virus-neutralizing protection, making them indisp ensable in high-risk cases, particularly after
severe bites or scratches. However, barriers such as the high cost of HRIG and mAb, inadequate
local vaccine production, and th e vulnerability of immunocompromis ed patients to weaker vaccine
responses continue to hinder effective treatment . To address these challenges, expanding vaccine
production, enhancing accessibility, and optimiz ing passive immunity products, such as equine
rabies immunoglobulin F(ab’) 2, are crucial, particularly in resource-limited regions where the burden
of rabies remains highest.
VETERINARY PHARMACEUTICAL PRODUCTS MARKET
Definition and Classification
Veterinary pharmaceutical products are used for diagnosing, curing, mit igating, treating, or
preventing diseases in animals. The market is prim arily divided into biologics and chemical drugs.
Veterinary biologics, derived from living organis ms, are used across livestock, pets, fish, birds, and
wildlife, serving various functions.
By usage, veterinary pharmaceutical products fa ll into four categories: general disease drugs,
infectious disease prevention and treatment drugs, internal and exte rnal parasitic disease drugs, and
growth-promotion drugs, as outlined in the chart below:
Veterinary Drug
Levamisole
Pig Spleen Transfer Factor
Bursal Peptide Injection
Penicillin
Recombinant Porcine Interferon /g68
Tetanus Antitoxin
Pregnant Mare Serum Gonadotropin
Infectious Disease Drugs
General Disease Drugs
Sedatives
Anlipyretic Drugs
Hemostatics
others
therapeutics
Immunomodulators
Anthelmintic
Antischistosomal
Fascioliasis
Gonadotropin
Ovulation-Stimulating Drugs
Progesterone
Chorionic Gonadotropin
Triclabendazole
Praziquantel
Mebendazole
Vitamin K3
Aspirin
Aminopyrine
Chlorpromazine
Internal and External
Parasitic Disease Drugs
Growth-Promoting Drugs
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Manufacturing of veterinary disease drugs includes two part, manufacturing of API and
formulation, respectively. API pro duction requires high technical standard while formulations are
typically manufactured by combining API with ex cipients and canning and are less technically
demanding.
Market Size of Veterinary Pharmaceutical Products
Pet ownership in China has grow n significantly, with 72.9 million pet cats and 53.4 million pet
dogs in 2025. In terms of livestock, China had 1.1 billion pigs, 100 million c attle, 600 million sheep,
and 24.6 billion poultry in 2025. Below set forth num ber of pets and livestock in China from 2020 to
2025 :
Number of Pets in China, 2020–2025 Number of Livestock in China, 2020–2025
Million 100.8
112.4 116.6 121.6 124.1 126.3
Total
Pet Cat
Pet Dog
2020
100.8
48.6
52.2
2021
112.4
58.1
54.3
2022
116.6
65.4
51.2
2023
121.6
69.8
51.8
2024
124.1
71.5
52.6
2025
126.3
72.9
53.4
Pet Dog Pet Cat
24.1 24.4 24.9 25.6 25.7 26.5
Billion
Pig Cattle Sheep Horse Poultry
2020
24.1
22.4
0.0
0.6
0.1
0.9
2021
24.4
22.5
0.0
0.7
0.1
1.1
2023
25.6
23.6
0.0
0.7
0.2
1.2
2024
25.7
23.8
—
0.6
0.2
1.1
2022
24.9
22.9
0.0
0.7
0.2
1.2
2025
26.5
24.6
—
0.6
0.1
1.1
Total
Poultry
Horse
Sheep
Cattle
Pig
Source: Chinese Veterinary Medical Association, Na tional Bureau of Statistics, Frost & Sullivan Analysis
The global veterinary drug market grew fro m US$42.8 billion in 2020 to US$53.8 billion in
2025, with a CAGR of 4.7%. It is estimated to further reach US$82.1 billion in 2030, with a CAGR
8.8%, and US$128.1 billion in 2035, with a CAGR 9.3%.
China’s veterinary drug market expanded f rom US$9.0 billion in 2020 to US$10.9 billion in
2025 at a CAGR 4.0%. It is expected to reach U S$16.2 billion in 2030 with a CAGR of 8.2% and
US$23.8 billion in 2035 with a CAGR 8.0%.
Application Scenarios of Veterinary Anti-infective Preparations
Veterinary anti-infective preparations, in cluding antiserum and immunomodulators, are
pivotal in addressing diverse veterinary challe nges through targeted immune modulation and
rapid therapeutic action. Their core advant ages lie in precision, immediate efficacy, and
circumvention of antimicrobial re sistance, making them essential for treating viral and bacterial
infections and immune modulation.
Market Drivers and Market Trends of Veterinary Pharmaceutical Products
Market Drivers of Veterinary Pharmaceutical Products
. Expansion of Husbandry and Companion Animal Industry: The growth of livestock and pet
industries is driving the global and Chinese veterinary drug markets. In China, annual
disposable income surged from RMB32,189 in 2020 to RMB43,377 in 2025, with a CAGR of
6.1%. Rising disposable incomes and changing diets have increased demand for animal
products like meat, milk, and eggs, alongside pet ownership expansion.
. Technical Advancement and Innovation: The overuse of antibiotics has accelerated
resistance, posing risks to public health and a nimal welfare. Veterinary anti-infective
and immune-boosting and therapeutic drugs offe r a promising alternative, providing the
potential for targeted, immune-boosting dru gs that reduce infection rate in animals
without the indiscriminate use of antibiotics a nd reduce reliance on traditional antibiotics
while maintaining animal health and produc tivity. Advances in biotechnology have
improved potency, safety, and scalability o f veterinary pharmaceutical products.
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. Favorable Policies: A number of policies have been adopted in the veterinary
pharmaceutical industry to promote heal thy industry development. In 2017, WHO
recommended that farmers and the food indus try stop using antibiotics routinely to
promote growth and prevent disease in healthy animals. In China, the Ministry of
Agriculture and Rural Affairs has introduc ed the ‘‘National Veterinary Antimicrobial
Usage Reduction Action Plan (2021–2025)’’ 《全國獸用抗菌藥使用減量化行動方案
(2021–2025 年）》. In 2023, the Bureau of Animal Husbandry and Veterinary Medicine
issued the ‘‘Notice on Strengthening the Dy namic Management of Compliance Farms for
the Reduction of Antimicrobi al Use in Veterinary Drugs’’ 《關於加強獸用抗菌藥使用減量
化達標養殖場動態管理的通知》, emphasizing the need to strengthen monitoring and
conduct re-evaluation of antimicrobial re duction effectiveness in compliant farms.
Stricter regulations on veterinary pharmaceuti cal products, particularly antibiotics, are
driving the need for alternative antimicrobial solutions such as immune factor biological
products. The updated Veterinary Drug P roduction Quality Management Standard
(GMP) imposes tighter controls on factory construction, personnel qualifications, and
quality management, increasing production costs and technical barriers. This has raised
production costs and technical threshold s, accelerating the exit of small — scale
enterprises and enhancing industry concentration.
Future Trends of Veterinary Pharmaceutical Products
. Expansion of Non-Mandatory Immunization Product: Non-mandatory immunization
products are vaccines and biological agents that are not required under national
veterinary immunization programs but are hi ghly recommended for specific diseases or
conditions. These products provide additional layers of protection against pathogens that
may not be covered by mandatory vaccines. With the diversified demands from the
husbandry and companion animal industries, the application of non-mandatory
immunization products, such as veterinary t etanus antitoxin and pig spleen transfer
factor, will become increasingly common and is expected to experience a rising market
trend.
. Integration of Industry Chain: Rising regulations, sustainability concerns, and emerging
diseases are driving greater integration in th e veterinary drug industry. China’s ‘‘14th
Five-Year Plan for the Development of the National Livestock and Veterinary Industry’’
《「十四五
」全國畜牧獸醫行業發展規劃》 encourages collaboration among raw material
suppliers, manufacturers, veterinarian s, and livestock producers to enhance
competitiveness. Strengthening industry p artnerships, streamlining operations, and
fostering innovation will help address key challenges and unlock new growth
opportunities.
. More Efficient and Safer Veterinary Biological Products: Technological advancements are
pushing biological products to the forefront of veterinary medicine as alternatives to
antibiotics. With antimicrobial resis tance on the rise, vaccines, antisera,
immunomodulators and other anti-infectiv e bioproducts are gaining traction for
effective disease control. Sustainability i s also a focus, leading t o innovations such as
biodegradable delivery systems and environ mentally friendly manufacturing processes.
Veterinary Tetanus Antitoxins Market
Overview of Veterinary Tetanus Antitoxins
Veterinary tetanus antitoxin neutralizes teta nospasmin, the toxin produced by Clostridium
tetani, protecting neurological fun ction. Its key applications include:
. After-surgery prevention: Prevents tetanus infection in animals after surgery, trauma, or
birth.
. First aid treatment: Reduces mortality and complications in infected animals such as
horses, cattle, sheep, and dogs.
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. Periodic protection: Recommended for animals in high-risk areas exposed to
contaminated environments , among others soil and feces.
Competitive Landscape of Veterinary Tetanus Antitoxins Market
The veterinary tetanus antitoxin market has great potential. The market size of China
veterinary tetanus antitoxin decreased from USD2.7 million in 2020 to USD2.3 million in 2025. It is
expected to continue to increase to USD11.2 m illion in 2030 and 35.2 million in 2035 with a CAGR
of 36.9% and 25.7% from 2025 to 2030 and from 2030 to 2035 respectively. With increasing sales
and marketing and popularity of veterinary tet anus antitoxins, it demonstrates great market
potential.
As of the Latest Practicable Date, there were fo ur marketed veterinary antitoxins in China.
Detailed information are set in the below table:
Manufacturer Approved Date Application
Chifeng Bo-en Pharmaceutical
Baicheng Zhongmu Veterinary Drugs Co., Ltd.
Jilin Wuxing Animal Health Co., Ltd.
Jilin Heyuan Bioengineering Co., Ltd.
2018–06–15
2023–04–28
2023–11–17
2024–01–18
Prophylactic use to reduce the risk of tetanus infection, as a result
of accidental injury or as a preoperative precaution.
Therapeutic use to enhance recovery rates in animals showing
clinical signs of tetanus, when combined with other treatments.
Note: Chifeng Bo-en Pharmaceutical’s mark eting approval for veterinary tetanus antitoxin in China has expired since
2023. It had submitted re-registration application in C hina and expects to receive the approval in June 2026.
Source: National Veterinary Drug Basic Information Database, Frost & Sullivan
In recent years, the competitive landscape of China’s veterinary tetanus antitoxins market has
shown significant fluctuations. There has been a co nsiderable difference in the annual market share
of three manufacturers: Jilin Heyuan, Jilin Wu xing Animal Health, and Baicheng Zhongmu
Veterinary Drugs. In 2025, one of these manufacturers captured over 50% of the revenue share in the
Chinese market.
Pregnant Mare Serum Gonadotropin (PMSG) Market
PMSG is a glycoprotein hormone secreted by goblet cells in the placenta of pregnant horses,
exhibiting dual effects of follicle-stimulating ho rmone and luteinizing hormone, primarily used to
induce estrus, promote follicle deve lopment, and superovulation in a nimals like swine, cattle, sheep,
and other animals. Its applications include:
. Reproductive management: Synchronizes estrus, improves conception rates, and increases
the likelihood of multiple births.
. Treatment of reproductive disorders: Addresses ovarian dysfunction, assists ovulation, and
enhances fertility.
The global veterinary PMSG m arket is expected to increas e from US$265.9 million in 2025 to
US$335.6 million in 2030 and US$405.3 million in 20 35 with a CAGR of 4.8% and 3.8% from 2025
to 2030 and from 2030 to 2035, respectively. The veterinary PMSG market in China is expected to
increase from US$75.7 million in 2025 to US$104.5 million in 2030 and US$146.2 million in 2035
with a CAGR of 6.7% and 7.0% from 2025 to 2030 and from 2030 to 2035, respectively.
PMSG API production requires relatively hig her technical standard while formulations are
typically manufactured by combining PMSG API wit h excipients and are less technically demanding.
As of the Latest Practicable Date, there were ni ne approved manufacturers of PMSG API in China,
as set out in the table below.
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Types Manufacturer Approved Date
Active Pharmaceutical
Ingredients
Ningbo Renjian Pharmaceutical Group Co., Ltd. 2022/5/10
Ningbo Sansheng Biotechnology Technology Co., Ltd. 2022/7/5
Xiamen Origin Biotechnology Co., Ltd. 2022/9/8
Gansu Tianqi Biological Technology Co., Ltd. 2022/12/19
Guangzhou Vbio-Pharma Co., Ltd. 2023/11/23
Tianjin Zhengjiang Modern Biotechnology Co., Ltd. 2024/1/18
Hangzhou Animal Pharmaceutical (Hangzhou) Co., Ltd. 2024/3/20
Ningbo Second Hormone Factory
Chifeng Bo-en Pharmaceutical
2025/12/5
2026/1/23
Source: National Veterinary Drug Basic Information Database, Frost & Sullivan
In 2025, one of the manufacturers captured nearly 50% of the revenue share in the Chinese
market.
Veterinary Immune-enhancing Pharmaceutical Products Market
Pig Spleen Transfer Factor (TF)
Pig spleen transfer factor is an immunomodulatory substance extracted from pig spleen that is
used to enhance the immune function of animals an d improve the immune effect of vaccine. It plays
a key role in regulating immune tole rance by preventing excessive immune responses that could lead
to autoimmune diseases. Its applications include:
. Infectious disease prevention: Strengthens immunity against common pig diseases like
swine fever, swine flu, and circovirus, re ducing disease occurrence and spread.
. Immunodeficiency treatment: Helps restore normal immune function in pigs with
weakened immune systems.
. Vaccine assistance: Serves as an immunostimula nt, increasing vaccine effectiveness and
antibody levels.
. Immunity management: Used in large-scale farming to enhance herd immunity, reduce
antibiotic use, and improve overall animal health.
As of the Latest Practicable Date, only four companies had obtained marketing approval from
the Ministry of Agriculture in China for pig spleen transfer factor.
Bursal Peptide Injection
Bursal peptide injection is an immunomodula tory substance derived from the bursa of
chickens, a specialized avian lymphoid organ. I t enhances innate immunity, promotes cytokine
production, inhibits viral replication, clears viru ses, and boosts vaccine efficacy. This treatment is
applicable to all mammals, including pigs, ca ttle, and sheep, as well as poultry like chickens.
As of the Latest Practicable Date, three comp anies in China, including our Company, had
received registration approval for bursal peptide injection.
Recombinant Porcine Interferon- α (‘‘rPoIFN-α’’)
rPoIFN- α is engineered antiviral proteins that e nhance immunity in poultry and swine.
rPoIFN- α targets porcine transmissible gastroenteritis.
Over 200 animal infectious diseases and 150 para sitic diseases can spread to humans globally.
In China, more than half of the livestock and poultry infectious diseases are zoonotic. While vaccines
and antibiotics remain primary treatments, their e ffectiveness is diminishing due to viral mutations
and antibiotic resistance. As innova tive antiviral biologics, rPoIFN- α offers strong antiviral
efficacy, antitumor properties, a nd immune regulation. Its safety an d residue-free characteristics,
together with supporting policies limiting antib iotic use, make it highly promising in the market.
As of the Latest Practicable Date, there was no rPoIFN- α approved for sale in China and
globally.
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MAJOR RAW MATERIALS AND FUTURE PRICE TREND
Biological specimens such as animal plasma are the raw materials primarily used in the production of
antiserum products. Horses and other large mammals are traditionally used due to their ability to produce
high volumes of antibodies. Fluctuations in prices of major raw materials such as horses and fodder affect
the cost structure and profitability of products. The price of horses has been decreasing since 2019, from
around RMB15,000 per unit in 2019 to RMB10,000 per unit in 2024. The primary fodder in China include
legumes, bran, grains, and forage grasses. Prices of these materials are currently subject to subtle volatility,
influenced by market supply-demand dynamics and climatic conditions, but are projected to remain
relatively stable from 2024 to 2029. There are currently no signs of significant fluctuations in horse and
feed prices in the foreseeable future.
REPORT COMMISSIONED BY FROST AND SULLIVAN
In connection with the Global Offering, we have engaged Frost & Sullivan to conduct a
detailed analysis and prepare an industry report o n the antiserum and veterinary pharmaceutical
products market. Frost & Sullivan is an independent global market r esearch and consulting company
which was founded in 1961 and is based in the Unite d States. Services provided by Frost & Sullivan
include market assessments, competitive benchmarking and strategic and market planning for a
variety of industries. The contract sum to Frost & Sullivan is RMB780,000 for the preparation of the
Frost & Sullivan Report. The payment of such amount was not contingent upon our successful
Listing or on the results of the Frost & Sullivan Re port. Except for the Fro st & Sullivan Report, we
did not commission any other industry report in co nnection with the Global Offering. Except as
otherwise noted, all of the data and forecasts con tained in this section are derived from the Frost &
Sullivan Report. Frost & Sullivan prepared its report based on its in-house database, independent
third-party reports and publicly available data from reputable industry organizations. Where
necessary, Frost & Sullivan contac ts companies operating in the industry to gather and synthesize
information in relation to the market, prices a nd other relevant infor mation. Frost & Sullivan
believes that the basic assumptions used in prepari ng the Frost & Sullivan Report, including those
used to make future projections, are factual, c orrect and not misleading. Frost & Sullivan has
independently analyzed the information, but the accuracy of the conclusions of its review largely
relies on the accuracy of the information collected . Frost & Sullivan research may be affected by the
accuracy of these assumptions and the choice of t hese primary and secondary sources. Our Directors
and Joint Sponsors confirm that, they have exercised reasonable care in selecting and identifying the
information from the named sources, compiling, ex tracting and reproducing the information, and
ensuring no material omission of the information pursuant to Chapter 3.4 of the Guide.
INDUSTRY OVERVIEW
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OVERVIEW OF LAWS AND REGULATIONS IN THE PRC
This section summarizes the principal PRC laws , rules and regulations that are relevant to our
business.
Regulatory Authorities
The regulatory authorities of the drug industry in the PRC include: NMPA, NHC and NHSA.
The NMPA is an authority under the SAMR and is the primary regulator for medical products.
It is primarily responsible for the supervision and management of drugs, medical devices and
cosmetics, including drafting re levant regulations and policies; The NHC is the primary national
regulator for public health. It is primarily resp onsible for drafting national health policies,
supervising and regulating public health, organiz ing the formulation of national drug policies and
national essential medicine system. The NHSA is an authority directly under the State Council
responsible for the management of the healthcare security system. It is primarily responsible for
drafting and implementing policies and standard s on medical insurance, maternity insurance and
medical assistance; and formulating and super vising the implementation of the bidding and
tendering policies for drug s and medical disposables.
In addition, the Ministry of Science and Technology of the PRC is also responsible for the
relevant supervision and administrat ion of animal experiments for drugs.
Regulatory authorities for China’s veterin ary drug industry include: the MOA and its
subordinate veterinary administr ative organs at all levels, the Ch ina Institute of Veterinary Drug
Control, the Chinese Center for Animal Disease Prevention and Control, and the China Animal
Health and Epidemiology Center.
The Veterinary Bureau of the Ministry of Agricu lture (MOA) and its subordinate veterinary
administrative organs at all leve ls are the competent departments for the industry of veterinary
biologicals.
The China Institute of Veterinary Drug Control is responsible for the national supervision and
management of veterinary biologicals, which is a business unit directly subordinate to the MOA,
while the veterinary drug control agencies of go vernments at all levels are responsible for the
supervision and management of the veterinary bio logicals in their own jurisdictions. The Chinese
Center for Animal Disease Prevention and Control is responsible for the analysis and handling of
nationwide animal epidemics, the prevention and control of major animal diseases, the quality and
safety inspection for livestock and poultry products, and the supervision of national animal hygiene,
etc. The China Animal Health and Epidemiology Center is responsible f or epidemiological
investigation, diagnosis and testing on major ani mal diseases, veterinary hygiene assessment for
animals and animal products, and research on anima l health regulations, standards and techniques
for disease prevention an d control and other work.
As a national, industry-wide, non-profit social organization voluntarily formed by veterinary
drug-related enterprises, inst itutions, and individuals, the m ain responsibilities of the China
Veterinary Drug Association are to establish an ind ustrial self-disciplinary mechanism, to provide
support to governments in refining industrial management, to participate in the revision and
publicity of industrial laws, regulations and st andards, so as to play a supervisory role in such
industry, and among other things.
LAWS AND REGULATIONS IN RELATION TO NEW DRUG
Application for New Drug Registration
Drug registration refers to an approval proces s where the NMPA conducts review of the safety,
efficacy and quality controllability of the drugs in tended for marketing according to the application
for drug registration made by an applicant, and d ecides whether to appro ve the application. This
process is regulated by the Measures for th e Administration of Drug Registration ( 《藥品註冊管理辦
法》).
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Non-Clinical Research and Animal Testing
The non-clinical safety assessment of drugs f or marketing approval shall be conducted in
accordance with the Good Laboratory Practi ces for Non-clinical Laboratory Studies ( 《藥物非臨床研
究質量管理規範》) promulgated by the State Food and Drug Administration (the ‘‘ SFDA ’’).
Institutions applying for Good Laboratory Practices for Non-clinical Laboratory Studies (GLP).
certification are regulated by the Administrative M easures for the Certification of Good Laboratory
Practices for Non-clinical Laboratory Studies ( 《藥物非臨床研究質量管理規範認證管理辦法》). The
use of experimental animals and related products requires a Certificate for Production of
Experimental Animals, which is regulated b y the Administration of Affairs Concerning
Experimental Animals ( 《實驗動物管理條例》), the Administration Measures on Good Practice of
Experimental Animals ( 《實驗動物質量管理辦法》) and the Administrative Measures on the
Certificate for Experimental Animals (Trial) ( 《實驗動物許可證管理辦法（試行）》).
Application for Clinical Trial
After completing the pre-clinical studies, the applicant must obtain approval for drug clinical
trials from the NMPA before the conduction of new clinical drug trials. According to the Decision
on Adjusting the Approval Procedures of Certai n Administrative Approval Items for Drugs (
《關於
調整部分藥品行政審批事項審批程序的決定》) promulgated by the CFDA on March 17, 2017, the
decision on the approval of clinical trials of drugs enacted by the CFDA can be made by the Center
for Drug Evaluation from May 1, 2017.
Pursuant to the Drug Administration Law of the PRC (the ‘‘ Drug Administration Law ’’) (《中華
人民共和國藥品管理法》), the dossier on a new drug research and development, including the
manufacturing method, quality specifications, results of pharmacological and toxicological tests and
the related data, information and the samples, sha ll, in accordance with the regulations of the drug
regulatory authority under the State Council be t ruthfully submitted to the said department for
approval before clinical drug trial is conducted.
The drug regulatory authority under the State Council shall decide whether to approve the
clinical trial application and notify the decision to the clinical trial applicant within sixty (60)
business days from the date of accepting the clin ical trial application. If the drug regulatory
authority under the State Council fails to do so , the clinical trial application shall be deemed
approval, and if the bioequivalence test is conducted, it shall be reported to the drug regulatory
authority under the State Council for filing.
Before conducting the clinical trial, the applican t shall file a series of detailed documents with
the NMPA. According to the Announcement on D rug Clinical Trial Information Platform ( 《關於藥
物臨床試驗信息平台的公告》), which came into effect in September 2013, and the Standard for the
Management of Drug Clinical Trial Registrat ion and Information Disclosure (Trial) ( 《藥物臨床試驗
登記與信息公示管理規範（試
行）》), which came into effect in July 2020, all clinical trials approved by
the NMPA and conducted in the PRC shall complete th e clinical trial registration and information
disclosure on the Drug Clinical Trial Information Pl atform. The applicant must complete the initial
registration of the trial within one month after obtai ning the approval of the clinical trial to obtain
the unique registration number of the trial; and complete the subsequent data registration before the
first subject is enrolled and submit it for initial disclosure.
After obtaining clinical trial approval, the app licant shall choose institutions qualified for
clinical trials of the drug to condu ct clinical trials. The Drug Clinical Trial Institutions is regulated
by the Administrative Regulations fo r Drug Clinical Trial Institutions ( 《藥物臨床試驗機構管理規
定》), which came into effect in December 2019.
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Conduct Clinical Trial
In compliance with the Measures for the A dministration of Drug Registration ( 《藥品註冊管理
辦法》), clinical trials are divided into Phase 1, Pha se 2, Phase 3, Phase 4 and bioequivalence trial:
A clinical drug trial to be carried out shall be examined and approved by the ethics committee.
Clinical trials shall be condu cted for the application of new drug registration and shall be
implemented in accordance with the Goo d Clinical Practice for Drug Trials ( 《藥物臨床試驗質量管理
規範》), promulgated by the NMPA and NHC and came into effect on July 1, 2020.
The Good Clinical Practice for Drug Trials stipula tes the criteria for the entire procedure of the
clinical trial including pre-clin ical trial preparation and the nece ssary conditions, protection of
subjects’ rights and interests, trial protocols, d uties of researchers, duties of sponsors, duties of
monitors, trial record and report, d ata management and statistical a nalysis, administration of drug
products for trial, guarantee for quality, polycentric trials, with reference to the internationally
recognized principles.
According to the Announcement of the Natio nal Medical Products Administration on
Adjusting the Review and Approval Pr ocedures for Drug Clinical Trials ( 《國家藥品監督管理局關
於調整藥物臨床試驗審評審批程序的公告》), if a new drug clinical trial has been approved to be
carried out, after the completion of Phase 1 and Pha se 2 clinical trials and before the implementation
of Phase 3 clinical trials, the applicant shall sub mit an application for a communication meeting to
the CDE to discuss with the CDE on key technical i ssues including the design of the phase 3 clinical
trial. The applicant can also apply for communicati on on key technical issues at different stages of
clinical research and development.
According to the Measures for the Administration of Drug Registration ( 《藥品註冊管理辦法
》,
applicants could communicate with the CDE the key issues before applying for drug clinical trials,
through the clinical trials, befor e applying for marketing authoriza tion, or during other key stages.
According to the Administrative Measures for Co mmunication on the Research, Development and
Technical Evaluation of Drugs ( 《藥物研發與技術審評溝通交流管理辦法》), promulgated by the CDE
on December 10, 2020, during the research and development periods and in the registration
applications of drugs, the applicants may propose to conduct the communication session with the
CDE. The communication session can be classified in to three types. Type 1 meetings are convened to
address key safety issues in clinical trials of dr ugs and key technical issues in the research and
development of breakthrough therapeutic drugs. Type 2 meetings are held during the key research
and development periods of drugs, mainly includi ng meetings before the Investigational New Drug
application (the ‘‘IND’’), meetings upon the c ompletion of Phase 2 trials and before the
commencement of Phase 3 trials, meetings before submitting a marketing application for a new
drug, and meetings for risk evaluation and control. Type 3 meetings refer to meetings not classified
as Type 1 or Type 2.
New Drug Application
Pursuant to the Measures for the Admin istration of Drug Registration ( 《藥品註冊管理辦法》),
after completing the pharmaceutical research, pharm acological and toxicological research, clinical
drug trial, and other researches supporting the marketing registration of a drug, the applicant shall
file an application for drug marketing authorizat ion. Where a generic drug, in vitro diagnostic
reagent managed as a drug, and other eligible circumstance assessed by an applicant to be
unnecessary or impossible for conducting clinical drug trial and meeting the conditions for
exempting clinical drug trial, the applicant may di rectly file an application for drug marketing
authorization.
The CDE shall organize pharmaceutical, medica l and other technical personnel to evaluate the
accepted applications for drug marketing author ization as required. Where the comprehensive
evaluation conclusion is adopted, the drug shall be approved for marketing, and a drug registration
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certificate shall be issued. If the comprehensive evaluation conclus ion is not adopted, a disapproval
decision shall be made. A drug registration certi ficate shall specify the drug approval number,
holder, manufacturer and other information.
Drug registration inspection means the inspection activities carried out for the development
sites and production sites for verifying the authen ticity and consistency of the application materials
and the commercial production conditions for marketing of drugs, and examining the compliance of
drug development, and data reliability, among oth ers, and the extended examination activities
carried out for manufacturers, supp liers, or other entrusted institut ions of chemical API, auxiliary
materials, and packaging materials and containe rs in direct contact with drugs involved in the
application for drug registration, if necessary.
The CDE shall decide whether to carry out on-site inspection of drug registration development
based on risks, according to the degree of drug innovation and the previous acceptance of inspection
by drug research institutions.
The CDE shall decide whether to initiate production site inspection for drug registration based
on risks according to the factors such as variety, process, facility, and previous acceptance of
inspection for which an application is filed for re gistration. For innovative drugs, new modified
drugs and biological products, production site inspection for drug registration and pre-marketing
examination for management standards for drug pr oduction quality shall be conducted. For generic
drugs, production site inspection for drug registration and pre-marketing examination for
management standards for drug production quality shall be conducted based on the risks,
according to whether a drug production license for the corresponding production scope has been
obtained and whether a variety of th e same dosage form has been marketed.
After an application for drug registration is accepted, the CDE shall conduct preliminary
examination within forty (40) wo rking days of acceptance, noti fy the Centre for Food and Drug
Inspection of the NMPA (the ‘‘ CFDI ’’) of organizing inspection and provide the relevant materials
required for inspection, where production site inspection for drug registration is required, and
concurrently notify the applicant and the medic al products administrative department of the
province, autonomous region, or municipality in the place where the applicant or production
enterprise is located. In principle, the CFDI shall complete the inspection w ork forty (40) working
days prior to the expiry of the time limit for inspect ion, and report the inspection information,
inspection results and other relevant materials to CDE.
Drug registration examination shall include st andard review and sample examination. Standard
review means the laboratory assessment of the scien tificity of the items set in the standards for the
drug for which the applicant applies, the feasibility of the test method s, and the rationality of quality
control indicators, among others. Sample examination means the lab oratory examination carried out
for samples according to the application of the ap plicant or the drug quality standards verified by
the CDE.
The review period for an application for drug ma rketing authorisation shall be two hundred
(200) working days. Within this period, the review period for the procedures for prioritized review
and approval shall be one hundre d thirty (130) working days, and the review period for the
procedures for prioritized review and approval for clinically and urgently needed overseas-marketed
drug for a rare disease shall be seventy (70) working days.
The following duration shall be excluded from t he relevant work period: (i) time taken for the
applicant to provide supplementary materials, t o make correction upon examination as well as to
verify manufacturing process, quality standards an d literature in accordance with the requirements;
(ii) delay in examination or inspection due to re ason of the applicant, time taken for organizing
expert advisory meetings; (iii) the suspended du ration in the event of su spension of review and
approval procedures pursuant to the provisions of laws and regulations; and (iv) time taken for
overseas examination where such overseas examination is activated.
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Reform of Evaluation and Approval System for Drugs
In August 2015, the State Council promulgated the Opinions on the Reform of Evaluation and
Approval System for Drugs and Medical Devices and Equipment ( 《關於改革藥品醫療器械審評審批
制度的意見》) (the ‘‘Reform Opinions ’’), which provides a framework for reforming the evaluation
and approval system for drugs and indicates e nhancing the standard of approval for drug
registration and accelerating the evaluation and approval process for innovative drugs.
In November 2015, the CFDA promulgated the A nnouncement on Certain Policies for Drug
Registration, Evaluation and Approval ( 《關於藥品註冊審評審批若干政策的公告》) (the ‘‘ Certain
Policies Announcement ’’), which further clarified the meas ures and policies on simplifying and
accelerating the approval process on the basis of the Reform Opinions.
Pursuant to the Decision on Adjusting the Appr oval Procedures of Cert ain Administrative
Approval Items for Drugs ( 《關於調整部分藥品行政審批事項審批程序的決定》) promulgated by the
CFDA in March 2017 and came into effect in May 2017, the clinical trial approval decisions on
drugs (including domestically produced and imported drugs) can be directly made by the CDE in the
name of the CFDA, decisions on approval of drug supplementary applications (including
domestically produced and imported drugs) and decisions on approval of re-registration of
imported drugs.
The Evaluation and Approval Procedures for Breakthrough Therapeutic Drugs (Trial) ( 《突破
性治療藥物
審評工作程序（試行）》), the Evaluation and Approval Procedures for Conditionally
Approved Drugs (Trial) ( 《藥品附條件批准上市申請審評審批工作程序（試行）》) and The Preferential
Evaluation and Approval Procedures for Drug Marketing Authorisation (Trial) ( 《藥品上市許可優先
審評審批工作程序（試行）》) promulgated by the NMPA in July 2020 and came into effect in July
2020, replaced the Opinions on Implementing Priority Review and Approval to Encourage Drug
Innovation (《關於鼓勵藥品創新實行優先審評審批的意見》) promulgated by the CFDA in December
2017 and came into effect in December 2017, and further clarified the accelerated registration
procedures for drugs.
Administrative Protection and Monitoring Periods for New Drugs
According to the Implementing Rule s for PRC Drug Administration Law ( 《中華人民共和國藥
品管理法
實施條例》) issued on March 2, 2019 and the Reform Plan for Registration Category of
Chemical Drugs ( 《化學藥品註冊分類改革工作方案》) issued on March 4, 2016, the NMPA may, for
the purpose of protecting public health, provide for an administrative monitoring period of five
years for new Category 1 drugs approved to be manufactured, commencing from the date of
approval, to continually monitor the safety of those new drugs.
National Drug Standards System
According to the Drug Administration Law ( 《藥品管理法》), drugs shall comply with national
drug standards. The Pharmacopoeia of the People’s Republic of China ( 《中華人民共和國藥典》)
(‘‘Pharmacopoeia ’’) and drug standards promulgated by the drug regulatory authorities of the State
Council are national drug standards.
The drug regulatory authorities of the State C ouncil, in conjunction with the administrative
department for health under the State Council., es tablishes the Pharmacopoeia Commission, which
is responsible for formulating and revising national drug standards. The drug inspection institutions
established or designated by the drug regulatory au thorities of the State Council are responsible for
calibrating national drug standard substances and reference substances.
The Pharmacopoeia (2020 Edition) ( 《藥典（2020 版）》) issued by NMPA and the NHC on June
24, 2020 and implemented on December 30, 2020, sti pulates the statutory technical standards that
relevant entities involved in drug research and deve lopment, production (import), operation, use and
supervision and management shall follow. Three volumes of the Pharmacopoeia (2020 Edition)
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contains biological products and related general technical requirements. Among them, the General
Principles for Human Equine Immune Serum Products ( 《人用馬免疫血清製品總論》) specifies the
general technical requirements fo r human equine immune serum products.
Marketing Authorisation Holder System
Pursuant to the Drug Administration Law ( 《藥品管理法》) and the Administrative Measures for
Drug Registration ( 《藥品註冊管理辦法》), the State implements the drug marketing authorisation
holder system for drug management. After obtaini ng a drug registration certificate, an applicant
shall become the drug marketing authorization holder. During the validity period, a holder of a drug
registration certificate shall continue to ensure the s afety, effectiveness and quality controllability of
the marketed drug, and apply for re-registration of the drug six months prior to the expiry of the
validity period.
China’s National Reimbursement Drug List
Participants in the National Health Insurance Scheme and their employers (if any) have to pay
a monthly premium. Participants may reimbursed f or all or part of the cost of medicines included in
the medical insurance catalogue. The Nation al Reimbursement Drug List for Basic Medical
Insurance, Work Injury Insura nce and Maternity Insurance ( 《國家基本醫療保險、工傷保險和生育
保險藥品目錄》) sets out the standards for payment of medicines by the basic medical insurance,
work injury insurance and maternity insuran ce funds. The National Healthcare Security
Administration and other governmental departments have the authority to determine the drugs to
be included in the NRDL. Drugs listed in the NRDL are divided into Class A and Class B. Class A
drugs are those that are widely used in clinical treatment, have favourable efficacy, and are relatively
low in price among counterparts, while Class B drug s are those that can be selectively used in clinical
treatment, have favourable efficacy, and are s l i g h t l yh i g h e ri np r i c et h a nC l a s sAd r u g sa m o n g
counterparts.
The National Healthcare Security Administrat ion and the Ministry of Human Resources and
Social Security of the PRC released the lates t NRDL on December 5, 2025, which expands the
coverage of drugs to a total of 3,253. Inclusion in the NRDL will generally result in increased sales
volume and lower drug prices (which are determi ned on specific circumstances and subject to
negotiations based on factors such as the initial price of the drug).
On July 30, 2020, the National Healthcare Secu rity Administration issued the Provisional
Measures for the Administration of Med icines for Basic Medical Insurance (
《基本醫療保險用藥管理
暫行辦法》)( ‘ ‘Measures for the Administration of the NRDL ’’), which came into effect on September
1, 2020. According to the Measures for the Admin istration of the NRDL, a dynamic adjustment
mechanism shall be establishe d for the NRDL, which shall be adjusted annually in principle.
National Essential Drug List (2018 Edition)
The Essential Drug are those adapted to the bas ic medical and health needs, and are featured
by appropriate dosage and form as well as reas onable price and supply and availability are
guaranteed to the public. It is also the basis for medi cal institutions at all levels to prepare and use
drugs. The national essential medicine system is the foundation of the drug supply guarantee system
and an important component of basic public servi ces in the healthcare sector. The National Health
Commission and the National Administration of T raditional Chinese Medicine issued a notice on
September 30, 2018, regarding the publication of t he National Essential Drug List (2018 Edition)
(《國家基本藥物目錄（2018 年版）) and came into effect on November 1, 2018).
Emergency (Critical) Drug Procurement and Supply System
The Notice on the Emergency (Critical) Drug Procurement and Supply issued by the Office of
the National Health and Family Planning Commi ssion and Family Planning Commission and the
General Office of the State Administrat ion of Traditional Chinese Medicine ( 《國家衛生計生委辦公
REGULATORY OVERVIEW
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廳、國家中醫藥管理局辦公室關於做好急（搶）救藥品採購供應工作的通知》) on January 6, 2015,
stipulates the scope of emergency (critical) drugs, the online procurement of emergency (critical)
drugs, and the supply guarantee mechan ism for emergency (critical) drugs.
Gathering, Collection and Filing of Human Genetic Resources
On October 17, 2020, SCNPC promulgated Biosecu rity Law of the People’s Republic of China
(《中華人民共和國生物安全法》), which was lastly revised and came into effect on April 26, 2024. This
Biosecurity Law ( 《生物安全法》) 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 microbe laboratories; security management of human genetic resources
and biological resources; countermeasures for mic robial resistance; and prevention of bioterrorism
and defending threats of biological weapons.
Good Clinical Practice Certification and Comp liance with the Good Clinical Practice (GCP)
To improve the quality of clinical trials, the NMPA and NHC promulgated the Good Clinical
Practice for Drug Trials ( 《藥物臨床試驗質量管理規範》) in April 2020 and came into effect on July 1,
2020, which aims to ensure that the clinical trials of drugs are standardized and the results are
scientific and reliable, protecting the rights and safety of subjects.
LAWS AND REGULATIONS IN RELATION TO DRUG MANUFACTURING ENTERPRISES
Drug Manufacturing Permit
Pursuant to the Drug Administration Law ( 《藥品
管理法》) promulgated by the SCNPC in
September 1984 and lastly revised in August 2019 and came into effect in December 2019, the State
adopts an industry entry permit system for drug manufacturers. Engaging in drug manufacturing
activities shall be approved and obtained a Drug Manufacturing License ( 《藥品生產許可證》)b yt h e
drug regulatory authority of the people’s government at provincial, autonomous regional or
municipalities direct under the central governme nt level. The Drug Manufacturing License shall
indicate the validity period and the scope of production, and shall be reviewed for renewing upon
expiration.
Good Manufacturing Practices
Pursuant to the Announcement on the Relevant Issues Concerning the Implementation of the
Drug Administration Law of the PRC ( 《關於貫徹實施〈中華人民共和國藥品管理法〉有關事項的公
告》), promulgated by the NMPA on November 29, 2019, and the Drug Administration Law, the
GMP and Good Supply Practice (GSP) certifications have been cancelled. When engaging in drug
manufacturing activities, a m anufacturer shall comply with t h eG M Pa n de s t a b l i s has o u n dG M P
management system, to ensure that the entire pro cess of drug manufacturing maintain to meet the
statutory requirements, and meet the GMP requirem ents enacted by the drug regulatory authority
under the State Council in accordance with the law. The Good Manufacturing Practices ( 《藥品生產
質量管理規範》), which came into effect on March 1, 2011, stipulates the quality management of drug
manufacturer in a systematical manner.
OTHER LAWS AND REGULATIONS IN RELATION TO MEDICAL INDUSTRY
Basic Medical Insurance Policy
Pursuant to the Opinions of the State Counci l on the Integration of the Basic Medical
Insurance System for Urban and Rural Residents ( 《國務院關於整合城鄉居民基本醫療保險制度的
意
見》) promulgated by the State Council on January 3, 2016, a unified basic medical insurance system
for urban and rural residents was established, incl uding the existing urban resident basic medical
insurance certificate and all the insured perso nnel of New Rural Cooperative Medical System,
covering all urban and rural residents except tho se who should be covered by the employee’s basic
medical insurance.
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Medical Insurance Catalogue
Pursuant to the Tentative Measu res for the Administration of the Scope of Medical Insurance
Coverage for Pharmaceutical P roducts for Urban Employee ( 《城鎮職工基本醫療保險用藥範圍管理
暫行辦法》), the scope of medical insurance coverage for pharmaceutical products needs to be
managed through the formulation of the Medical Insurance Catalogue. The currently effective
Medical Insurance Catalogue ( 《醫療保險目錄》) is the National Drug Catalogue for Basic Medical
Insurance, Work-Related Injury Insu rance and Maternity Insurance (2025) ( 《國家基本醫療保險、工
傷保險和生育保險藥品目錄（2025 年）》), which came into effect on January 1, 2026.
Drug Price
Pursuant to the Drug Administration Law, for dr ug products with market-regulated prices in
accordance with the law, the drug marketing authorization holder, the drug manufacturer, the drug
distributor and medical institution shall determine the price pursuant to the principles of fairness,
reasonableness, integrity and trustworthiness as well as quality for value in order to supply drug
users with reasonably priced drug products; and shall comply with the requirements relating to drug
price administration promulgated by the State Council’s pricing authorities, determine and clearly
mark the retail prices of drug products. Pursuant to the Notice on Issuing Opinions on Promoting
Drug Price Reform ( 《關於印發〈推進藥品價格改革意見〉的通知》) jointly promulgated by NDRC,
NHC, the Ministry of Human Resources and Social Security, Ministry of Industry and Information
Technology (the ‘‘ MIIT ’’), the Ministry of Finance, the M OFCOM and the CFDA on May 4, 2015,
w h i c hc a m ei n t oe f f e c to nJ u n e1 ,2 0 1 5 .F r o mJ u n e1 ,2015, except for narcotic drugs and first-class
psychotropic drugs, the price of drugs set by the government will be cancelled.
Drug Purchases by Hospitals
According to the Guidance Opinion of the General Office of the State Council on the
Improvement of the Drug Centralized Pr ocurement Work of Public Hospitals ( 《國務院辦公廳關於完
善公立醫院藥品集中採購工作的指導意見》) promulgated and came into effect on February 9, 2015,
the drug centralized procurement work of p ublic hospitals will be improved through the
classification purchase of drugs. All drugs used by public hospitals (with the exception of
traditional Chinese medicine decoction pieces) should be procured through a provincial centralized
drugs procurement platform. The provincial procurement agency should work out a summary of the
procurement plans and budget submitted by hospi tals and compile reasonably a drug procurement
catalog of the hospitals with its own administratio n region, listing by classification the drugs to be
procured through bids, negotiations, and direct purchases by hospitals or to be manufactured by
appointed manufacturers.
Volumetric Procurement
On 22 January, 2021, the general office of the State Council promulgated the Opinions on
Promoting Normalized and Institutionalized Development of Centralized and Volumetric
Pharmaceutical Procurement ( 《關於推動藥品集中帶量採購工作常態化制度化開展的意見》),
pointing out that various measures will be imp lemented to promote the normalization and
institutionalization of centraliz ed and volumetric drugs procurement. All public medical institutions
shall participate in the centralized and volumetri c drugs procurement. The procurement catalogs in
the future will include those drugs with high marke t demands or significant procurement volumes
into the National Reimbursement Drug List, which is expected to cover, as far as possible, all types
of clinically essential drugs with reliabl e quality that have been marketed in China.
On November 18, 2024, the NHSA and the NHC issued and implemented the Notice on
Improving the Mechanism for Centralized a nd Volumetric Drug Procurement and its
Implementation ( 《關
於完善醫藥集中帶量採購和執行工作機制的通知》). In order to guide medical
institutions and pharmaceutical enterprises in compliance with and supporting the mechanism for
centralized and volumetric drug procurement, the fo llowing measures were proposed: (i) ensuring the
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admission of selected drugs and medical consumabl es into hospitals; (ii) enhancing the management
and utilization of selected drugs and medical consum ables; (iii) implementing the retention policy for
centralized procurement; (iv) exploring coord inated price linkage for medical services.
The Joint Procurement Office promulgated the following documents: the Documents on
National Drug Centralized Procurement (GY-YD2022–1) ( 《全國藥品集中採購文
件(GY-YD2022–1) 》) on June 20, 2022, the Documents on National Drug Centralized
Procurement (GY-YD2023–1) ( 《全國藥品集中採購文件(GY-YD2023–1) 》) on March 2, 2023, the
Documents on National Drug Centra lized Procurement (GY-YD2023–2) ( 《全國藥品集中採購文
件(GY-YD2023–2) 》) on October 13, 2023, the Documents on National Drug Centralized
Procurement (GY-YD2024–1) ( 《全國藥品集中採購文件(GY-YD2024–1) 》) on March 29, 2024, and
the Documents on National Drug Centra lized Procurement (GY-YD2024–2) ( 《全國藥品集中採購文
件(GY-YD2024–2) 》) on November 22, 2024, in order to conduct the sixth (insulin project), seventh,
eighth, ninth, and tenth batch of centralized drugs procurement work.
Drug Circulation and Two-Invoice System
According to the Implementing Opinions on Promoting the ‘‘Two-Invoice System’’ for Drug
Procurement By Public Medical Institutions (For Trial Implementation) ( 《關於在公立醫療機構藥品
採購中推行「兩票制」的實施意見（試行）》) which was issued on December 26, 2016, the ‘‘Two-Invoice
System’’ is a system under which invoices are issue d by drug manufacturers to drug distributors on a
once-off basis while invoices are issued by drug distributors to medical institutions on a once-off
basis. Wholly-owned or holding commerce companies (there shall be only one commerce company
throughout the country) and domestic general a gents of overseas drugs (there shall be only one
domestic general agent throughout the country) that are established by drug manufacturers or group
enterprises integrating sc ientific research, manufacture, and tr ade to sell the drugs of these enterprise
(groups) can be regarded as manuf acturers. Within an enterprise that is a drug circulation group, the
allocation of drugs between the group and who lly-owned (holding) subsidiaries or between
wholly-owned (holding) subsidiaries should not be regarded as invoicing, but invoicing is allowed
once at most. To address special circumstances su ch as natural disasters, m ajor epidemics, major
emergencies, and emergency and rescue of patients, emergency procurement of drugs or the
deployment of national medical reserve drugs may be handled through exceptional procedures. For
primary healthcare institutions in extremely rem ote towns and villages with limited transportation
access, pharmaceutical distribution enterprises a re permitted to issue one additional drug purchase
and sales invoice beyond the ‘‘Two-Invoice Syst em’’ to ensure effective medicine supply at the
grassroots level.
According to the Several Opinions of the General Office of the State Council on Further
Reform and Improvement in Policies of Drug Production, Circulation and Use ( 《國務院辦公廳關於
進一步改革完善藥品生產流通使用政策的若干意見》), which was issued on January 24, 2017, on a
priority basis, the ‘‘Two-Invoice System’’ woul d be promoted in pilot provinces for comprehensive
healthcare and pharmaceutical reform (autonomo us regions and municipalities directly under the
Central Government) and pilot c ities for public hospital reform, with the goal of having it
implemented nationwide by 2018. Pharmaceutical e nterprises must comply with the ‘‘Two-Invoice
System’’ in order to engage in procure ment processes with public hospitals.
Advertisements of Drug
Pursuant to the Interim Adminis trative Measures for the Revie w of Advertisements for Drugs,
Medical Devices, Health Food and Formula Food for Special Medical Purposes ( 《藥品、醫療器械、
保健
食品、特殊醫學用途配方食品廣告審查管理暫行辦法》), advertisements for drugs, medical
devices, health food and formula food for special medical purposes shall be true and legitimate,
and shall not contain any fal se or misleading contents.
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Insert Sheet, Labels and Packaging of Drug
Pursuant to the Measures for the Administrat ion of the Insert Sheets and Labels of Drugs ( 《藥
品說明書和標籤管理規定》), the insert sheets and labels of drugs should be reviewed and approved by
the SFDA. Pharmaceutical packaging must comply with the national and professional standards.
LAWS AND REGULATIONS IN RELATION TO VETERINARY DRUGS
Regulation on Administering of Veterinary Drugs (2020 Revision)
The Regulation on Administering of Veterinary Drugs is the core regulation on the
administration of veterinary drugs, which covers the production, operation, use and supervision
and management regarding all veterinary drugs such as veterinary biologicals, chemical drugs, and
others. It categorizes veterinary drugs into biologic als, chemical drugs and Chinese veterinary drugs,
and implements classified management for vario us types of veterinary drugs, stipulating the
acquisition of Veterinary Drug Production Permit s required for veterinary drug manufacturing
enterprises and Veterinary Drug Business Permits req uired for veterinary drug operating enterprises.
The Regulation stipulates that a veterinary dr ug enterprise must obtain a Veterinary Drug
Registration Certificate and a product approval number to produce veterinary drug products, the
production and operation related to veterinary biologicals shall comply with GMP and GSP
standards, with mandatory immunization prod ucts to be uniformly allocated by the country.
Enterprises are required to establish a veterinary drug storage mechanism by adopting measures such
as refrigeration, pest control, and are required to inspect and record all entries and exits from stock.
The Ministry of Agriculture and Rural Affairs is r esponsible for nationwide supervision while its
local authorities are responsible for regional enforcement. Enterprises in violation of the law will
face withdrawal of permits, imposit ion of fines and other penalties.
Measures for the Administration of the Operation of Veterinary Biologics (Revised in 2021)
The Measures clarify the definition of veterinar y biologics, which cover preventive products
such as vaccines and diagnostic reagents. Operating enterprises are required to obtain a Veterinary
Drug Operation License issued by the Ministry o f Agriculture and Rural Affairs and establish a
cold-chain storage and transportation system to ensure product quality. Biologics for compulsory
immunization are subject to a specialized oper ation system, with only units designated by
governments at the provincial level or above being permitted to operate. Enterprises must
maintain purchase and sales records (including bat ch numbers, expiry dates, and manufacturers) for
a minimum period of two years and regularly under go supervision and inspections by veterinary
authorities at the county level or above.
Measures for the Administration of Veterinary Drug Labels and Instructions (Revised by Ministry of
Agriculture Order No. 8, 2017, on November 30, 2017)
According to the Measures for the Administration of Veterinary Drug Labels and Instructions
(《獸藥標籤和說明書管理辦法》), the labels of biologics must indica te the veterinary use symbol, main
ingredients, target animals for vaccination, expir y date, and storage conditions. The instructions
must include information on dosage and administrat ion, precautions, and guidelines for the disposal
of waste. The outer packaging must also specify the withdrawal period and the quantity of the
packaging to ensure safe use.
Good Manufacturing Practice for Veterinary Drugs (Revised in 2020) (GMP for Veterinary Drug)
The Good Manufacturing Practice for Veterinary Drugs ( 《獸藥生產質量管理規範》
)i s
formulated in accordance with the Regulations on the Administration of Veterinary Drugs ( 《獸藥
管理條例》). It is a comprehensive quality management sy stem applicable to the quality control of the
entire production process of veterinary drugs to ensure product quality. The practice was issued on
April 21, 2020 and came into effect on June 1, 2020. It serves as the basic requirements for the
management and quality control of veterinary drug production, aiming to ensure the continuous and
stable production of veterinary drugs that meet regis tration requirements. The practice also requires
that enterprises establish quality objectives in line with veterinary drug quality management
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requirements and systematically incorporate all requirements re lated to the safety, efficacy, and
quality control of veterinary drugs into the entire process of production, control, product release,
storage, and sales to ensure that the produced vete rinary drugs meet registration requirements.
Good Supply Practice for Veterinary Drugs (Revised by Ministry of Agriculture Order No. 8, 2017, on
November 30, 2017)
The Good Supply Practice for Veterinary Drugs ( 《獸藥經營質量管理規範》)i sd e s i g n e dt o
enhance the quality management of veterinary drug operations and to ensure the quality of
veterinary drugs. This regulation provides a s cientific framework for quality management for
veterinary drug operating enterprises, thereby prompting fundamental changes in their business
philosophy and organizational structure.
Measures for the Registration of Veterinary Drugs
The Measures for the Registration of Veterinar y Drugs are formulated in accordance with the
Regulations on the Administration of Veterinary Drugs ( 《獸藥管理條例》) to ensure the safety,
efficacy, and controllable quality of veterinar y drugs and to standardize the registration of
veterinary drugs. These m easures apply to the entire process of registering new veterinary drugs and
imported veterinary drugs within the territory of the People’s Republic of China. The Veterinary
Drug Evaluation Committee of the Ministry of Agri culture and Rural Affairs is responsible for the
review of registration documents for new and impor ted veterinary drugs. The China Veterinary Drug
and Feed Inspection Institute and other veterina ry drug inspection institutions designated by the
Ministry of Agriculture and Rural Affairs are resp onsible for the re-inspection work related to
veterinary drug registration.
Veterinary Drug Standards System
In accordance with the Regulations on Administr ation of Veterinary Drug, veterinary drugs
shall comply with the national veterinary drug standards.
The Veterinary Pharmacopoeia of the People’s Republic of China ( 《中華人民共和國獸藥典》)
(the ‘‘ Veterinary Pharmacopoeia ’’) formulated by the National Veterinary Pharmacopoeia
Committee and issued by the veterinary administr ative department of the State Council, as well as
other veterinary drug quality standards promulgated by the veterinary administrative department of
the State Council, shall be the national veterinary drug standards.
The calibration of standard substances and refer ence substances for national veterinary drug
standards shall be undertaken by the veterinary drug inspection institutions established by the
veterinary administrative department of the State Council.
The Veterinary Pharmacopoeia (2020 Editio n) promulgated and implemented by the MOA on
November 19, 2020, stipulates the statutory technical standards to be followed in the research and
development, production (import), operation, use, and supervision and management of veterinary
drugs.
Inspection and Acceptance System of Good Manufacturing Practice (GMP) for Veterinary Drug
Production
The Measures for the Inspection and Acceptance of the Good Manufacturing Practice (GMP)
for Veterinary Drug Production ( 《獸藥生產質量管理規範檢
查驗收辦法》) ,w h i c hc a m ei n t oe f f e c to n
May 25, 2015, stipulates that the veterinary administrative departments of the people’s governments
at the provincial level shall be responsible for the acceptance and review of t he application materials
for the inspection and acceptance of GMP for veterina ry drugs within their respective administrative
regions, organization of on-site inspection and acceptance, training and management of
provincial-level inspectors for GMP for veteri nary drugs, as well as the daily supervision and
management of the GMP implementation of vet erinary drug manufacturing enterprises.
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LAWS AND REGULATIONS IN RELATION TO INTELLECTUAL PROPERTY
Patents are mainly protected by the Patent Law of the PRC ( 《中華人民共和國專利法》), the
Implementation Rules of the Patent Law of the PRC ( 《中華人民共和國專利法實施細則》). Patents
types include three categories: invention, ut ility model and design. The validity period of an
‘‘invention’’ patent is twenty (20) years, the term o f a ‘‘utility model’’ patent is ten (10) years and the
term of a ‘‘design’’ patent is fifteen (15) year s, all commencing from the date of application.
Trademarks are mainly protected by the Trademark Law of the PRC ( 《中華人民共和國商標
法》), the Implementation Rules of the Trademark Law of the PRC ( 《中華人民共和國商標法實施條
例》). The validity period of registered trademarks shall be ten (10) years.
Domain names are regulated and managed under the Administrative Measures on the Internet
Domain Names ( 《互聯網域名管理辦法》). The MIIT is the primary regula tory authority responsible
for the management of internet do main names in the PRC. Domain names registrations are handled
through domain name service agencies established in accordance with the relevant regulations, and
applicants become domain name hold ers upon successful registration.
The Company Law ( 《公司法》) and Regulations
The Company Law ( 《公司
法》) which was amended by the SCNPC on December 29, 2023 and
effective from July 1, 2024, provides for the establishment, corporate structure and corporate
management of companies, which also applie s to foreign-invested enterprises in PRC.
Regulations in Relation to Foreign Direct Investment
The Foreign Investment Law of the PRC ( 《中華人民共和國外商投資法》) (the ‘‘ Foreign
Investment Law ’’) is the basic law regulating foreign-in vested enterprises wholly or partially
invested by foreign investors. The PRC govern ment will implement the management system of
pre-entry national treatment and the Negative Li st for foreign investment, granting national
treatment to foreign investment outside the Negati ve List. The Group’s business activities do not fall
within any sector that is prohibited or restricted for foreign investment as stipulated under the
Negative List.
Regulations in Relation to the Security Review of Foreign Investment
On December 19, 2020, the NDRC and the MOFC OM jointly promulgated the Measures on
the Security Review of Foreign Investment ( 《外商投資安全審查辦法》), effective on January 18,
2021, setting forth provisions concerning the secu rity review mechanism on foreign investment,
including the types of investments subject to review, the scopes of review and procedures to review,
among others.
Regulations in Relation to Product Liability
The Product Quality Law of the PRC ( 《中華人民共和國產品質量法》), promulgated by the
SCNPC on February 22, 1993 and latest amended on December 29, 2018 (the ‘‘ Product Quality
Law’’), is the principal governing law relating to the supervision and administration of product
quality. According to the Product Quality Law, manufacturers shall be liable for the quality of
products produced by them and sellers shall take measures to ensure the quality of the products sold
by them. The PRC Civil Code ( 《中華人民共和國民法典》) and the Law of the PRC on the Protection
of the Rights and Interests of Consumers ( 《中華人民共和國消費
者權益保護法》) also regulate the
liability for damages of producers and sellers.
Regulations in Relation to Production Safety
The Production Safety Law of the PRC ( 《中華人民共和國安全生產法》), is the basic law for
governing production safety. It provides that, any entity whose production safety conditions do not
meet the above requirements may not engage in produ ction and business operation activities. The
production and business operation entities shall educate and train employees regarding production
safety so as to ensure that the employees have th e necessary knowledge of production safety, are
familiar with the relevant regulati ons and rules for safe production and the rules for safe operation,
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master the skills of safe operation in their own pos itions, understand the em ergency measures, and
know their own rights and duties in terms of production safety. Employees who fail the education
and training programmes on produ ction safety may not commence working in their positions. Safety
facilities of new, rebuilt, or expanded projects (the ‘‘ construction project ’’) by production and
operation entities shall be designed, constructed and put into operation and use simultaneously with
the main body of the project. Investment in safet y facilities shall be included in the budget of the
construction project.
Regulations in Relation to Environmental Protection and Fire Prevention
According to the Environmenta l Protection Law of the PRC ( 《中華人民共和國環境保護法》),
the Environmental Impact Assessment Law of the PRC ( 《中華人民共和國環境影響評價法》), and the
Administrative Regulations on the Environm ental Protection of Con struction Project ( 《建設項目環
境保護管理條例》), promulgated by the State Council on November 29, 1998 and latest amended on
July 16, 2017 and came into effect on October 1, 2017, enterprises which plan to construct projects
shall engage qualified profession als to provide the assessment reports, assessment form, or
registration form on the environmental impac t of such projects. The assessment reports,
assessment form, or registration form shal l be filed with or approved by the relevant
environmental protection bureau prior to th e commencement of any construction work.
Enterprises engaged in industrial, construct ion, catering, medical treatment, and other
activities that discharge sewage into urban d rainage facilities shall apply to the relevant
competent urban drainage department for colle cting the permit for discharging sewage into
drainage pipelines under relevant laws and regulations, including the Regulations on Urban
Drainage and Sewage Disposal ( 《城鎮排水與污水處理條例》), and the Measures for the
Administration of Permits for the Discharge of Urban Sewage into the Drainage Network ( 《城鎮
污水排入排水管網許可管理辦法》).
According to the Measures for Pollutant Discharge Permitting Administration ( 《排污許可管理
辦法》), enterprises, institutions and other producers and operators subject to pollutant discharge
permit management must apply for and obtain a pollutant discharge permit and discharge pollutants
in accordance with the provisions of the permit, and shall not discharge pollutants without a
pollutant discharge permit. Enterprises, institutions and other producers and operators subject to
pollutant discharge registration management shall r egister their pollution discharges on the National
Pollutants Emission Permits Administration Infor mation Platform. According to the Classification
Management List for Fixed Source Po llution Permits (2019 Edition) ( 《固定污染源排污許可分類管理
名錄（2019 年版）》), our company is within the scope of classification management for fixed source
pollution permits and has obtained pollutant discharge permit. The subsidiaries of our Company,
Gaotai County Tianhong Biochemical Tech nology Development Co., Ltd. and Hainan
Pharmaceutical Research Institute Co., Ltd., fall under the scope of pollutant discharge
registration management and have completed the f ixed pollution source disc harge registration on
the National Pollutants Emission Permits A dministration Information Platform.
Pursuant to the Fire Prevention Law of the People’s Republic of China ( 《中華人民共和國消防
法》), and the Interim Provisions on the Administr ation of Examination and Acceptance of Fire
Prevention Design of Construction Projects ( 《建設工程消防設計審查驗收管理暫行規定
》)( ‘ ‘the
Interim Provisions ’’), design and construction of the fire control facilities for a construction
project shall comply with the national fire control technical standards, the fire prevention design
review and acceptance system for construction projects shall be implemented.
REGULATIONS IN RELATION TO PREVEN TION AND CONTROL OF OCCUPATIONAL
DISEASES
The Prevention and Control of Occupational Diseases Law of the PRC ( 《中華人民共和國職業
病防治法》), (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 f or the prevention and control of occupational
diseases of a construction project shall be include d in the budget of the project and those facilities
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shall be designed, constructed and put into operation simultaneously with the main body of the
project. The entity that takes charge of the project should carry out the assessment of the
effectiveness of measures for the prevention and control of occupational diseases before the final
acceptance of the construction project. In addition, employers shall take required administrative
measures to prevent and control occupational diseases in work.
REGULATIONS IN RELATION TO EMPLOYMENT AND SOCIAL SECURITIES
Pursuant to the Labor Contract Law of the PRC ( 《中華人民共和國勞動合同法》), the Social
Security Law of the PRC ( 《中華人民共和國社會保險法》), the Administrative Regulations on
Housing Provident Funds ( 《住房公積金管理條例》), employers shall establish a comprehensive
management system to protect the rights of their employees; employers are required to make
contributions to social insurance schemes and housing provident funds for its employees.
The Interpretation (II) on Several Issues Con cerning the Application of Law in the Trial of
Labour Dispute Cases ( 《最高人民法院關於審理勞動爭議案件適用法律問題的解釋（二）》) (the
‘‘Interpretation II ’’), issued by the Supreme People’s Court of the People’s Republic of China on
July 31, 2025 and implemented on September 1, 2025, further clarifies that if an employer and an
employee agree, or an employee undertakes to the e mployer, that social in surance premiums do not
need to be paid, such agreement or undertakin g shall be invalid. That is, the agreement or
undertaking of not paying social insurance premiums shall not exempt the employer from the
obligation of paying social insurance premiums. If a n employee claims that the employer fails to pay
social insurance premiums for h im/her in accordance with the law and requests to terminate the
contract, he/she may also request the employer to pay economic compensation. As advised by the
PRC Legal Adviser, the Interpretation (II) does not introduce new obligations, but rather reaffirms
and clarifies the mandatory nature of employers’ re sponsibility to contribute to social insurance for
employees. It further specifies that any agreement or undertaking by which employees waive social
insurance contributions is invalid and does not relie ve the employer of such s tatutory obligation. As
the Interpretation (II) merely reiterates existing legal requirements, it is not expected to have any
material impact on the Group.
REGULATIONS IN RELATION TO INFORM ATION SECURITY AND DATA PRIVACY
Data Security and Cross-border Transfer
The SCNPC promulgated the Data Security Law of the People’s Republic of China ( 《中華人民
共和國數據安全法》) establishing a data classification and grading protection system and
implementing classified and graded protection of d ata. Organizations engaged in data activities
shall, in accordance with laws and regulations, e stablish and improve a full-process data security
management system, organize and carry out data security education and training, and adopt
corresponding technical measures and other n ecessary measures to en sure data security.
According to the Measures on Security Asse ssment of Cross-Border Data Transfer ( 《數據出境
安全評估辦法》), which was promulgated by the Cyberspace Administration of China on July 7, 2022
and took effect on September 1, 2022, if the data processor provides data overseas, under any of the
following circumstances, it shall d eclare a security assessment for cross-border data transfer to the
national cyberspace administration through the local cyberspace administration at the provincial
level: (i) the data processor provides important data overseas; (ii) critical information infrastructure
operators and data processors processing the pe rsonal information of more than one million people
provide personal informa tion overseas; (iii) since January 1 o f the previous year, data processors
who have provided personal information of 100,000 people or sensitive personal information of
10,000 people abroad have provided personal inf ormation overseas; and (iv) other situations
required to declare a security assessment for cross- border data transfer as stipulated by the national
cyberspace administration.
Pursuant to the Measures for the Standard Contr act for Cross-border Transfer of Personal
Information (《個人信息出境標準合同辦法》), which was issued by the Cyberspace Administration of
China on February 22, 2023 and came into effect on June 1, 2023, a personal information processor
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transferring personal information abroad shall c onclude a standard contract if all the following
conditions are met: (i) the data processor who intend s to transfer personal information abroad is not
a critical information infrastructure operator; ( ii) the data processor processes personal information
of less than one million individuals; (iii) the data p rocessor has cumulatively transferred abroad the
personal information of less than 100,000 individu als since January 1 of the previous year; and (iv)
the data processor has cumulatively transferred a broad the sensitive personal information of less
than 10,000 individuals since January 1 of the previous year.
According to the Provisions on Promoting a nd Regulating Cross-border Data Flow ( 《促進和規
範數據跨境流動規定》), data processors other than operators of critical information infrastructure
are exempt from declaring a security assessment f or cross-border data transfer, concluding a
standard contract for the cross-border transfer of personal information, and obtaining personal
information protection certification, provided t hat they have cumulatively provided non-sensitive
personal information of less than 100,000 individu als overseas since January 1 of the current year.
Personal Information Protection
Pursuant to the Civil Code and the Personal Information Protection Law of the PRC ( 《中華人
民共和國個人信息保護法》), the personal information of a natural person shall be protected by the
law. Any organization or individual that need to ob tain personal information of others shall obtain
such information legally and ensure the safety of such information, and shall not illegally collect,
use, process or transmit personal information of others, or illegally purchase or sell, provide or make
public personal information of others.
LAWS AND REGULATIONS IN RELATION TO ANTI-MONOPOLY
According to the Anti-monopoly Law of the People’s Republic of China (2022 Revision) ( 《中華
人民共和國反壟斷法》(2022 修訂)) (the ‘‘ Anti-Monopoly Law ’’), which was promulgated by the
SCNPC on June 24, 2022 and took effect on August 1, 2022, prohibited monopolistic activities
include monopoly agreements, abuse of dominant market position and concentration of
undertakings that have or may have the effect of eliminating or restricting competition.
The Provisions on the Prohibitions of Monopoly Agreements ( 《禁止壟斷協議規定》),
promulgated by the SAMR on March 10, 2023, effective on April 15, 2023 and replacing the
Interim Provisions on Prohibition of Monopoly Agreements ( 《禁止壟斷協議暫行規定》), further
refine the antitrust enforcement and provisions on the review relating to monopoly agreements. The
Provisions on the Prohibitions of Abuse of Dominant Market Position ( 《禁止濫用市場支配地位行為
規定》), promulgated by SAMR on March 10, 2023, effective on April 15, 2023 and replacing the
Interim Provisions on Prohibition of Abuse of Dominant Market Position ( 《禁止濫用市場支配地位
行為暫行規定》), further detail the antitrust enforcemen t and provisions on the review relating to
abuse of dominant market position. The Provisions on the Review of Concentration of Undertakings
(《經營者集中審查規定》), promulgated by SAMR on March 10, 2023, effective on April 15, 2023 and
replacing the Interim Provisions on the Review of Concentration of Undertakings ( 《經營者集中審查
暫行規定》), further govern the filing and review of conc entration of undertakings, as well as the
investigation of illegal implementations of such c oncentrations and other matters. The Rules of the
State Council on Declaration Threshold for Concentration of Undertakings ( 《國務院關於經營者集
中申報標準的規定》), amended and effective on January 22, 2 024 by the State Council, further clarify
the declaration threshold for concentration of undertakings.
The Guideline on Anti-monopoly in the Pharmaceutical Sector ( 《關於藥品領域的反壟斷指南》)
(the ‘‘Pharmaceutical Anti-monopoly Guideline ’’), issued and effective on January 23, 2025 by the
Anti-monopoly and Anti-unfair Competition C ommission of the State Council, applies to all
undertakings in the pharmaceutical sector and thei r production and operation activities, including
pharmaceutical excipients, pharmaceutical packagi ng materials, pharmaceutical intermediates and
the pharmaceutical sector. It further refines and clarifies rules regarding monopoly agreements,
abuse of dominant market position and concentration of undertakings in the pharmaceutical sector.
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As advised by our PRC Legal Adviser, the Group’s business activities complied with relevant
anti-monopoly laws and regulations, and there were no prohibited monopoly agreements, abuse of
dominant market position and concentration of undertakings that have or may have the effect of
eliminating or restricting competition durin g the Track Record Period and up to the Latest
Practicable Date, based on the following:
(1) The Group confirms that it did not enter into any monopoly agreements as stipulated in
the Anti-Monopoly Law and the Pharmaceu tical Anti-monopoly Guideline with
competing drug operators, generic drug applic ants or counterparty to the transaction,
nor did it provide organizational or substantial assistance for other drug operators to
enter into monopoly agreements during the Track Record Period and up to the Latest
Practicable Date;
(2) Human tetanus antitoxin belongs to tetanu s passive immunity products. During the Track
Record Period, the Group’s market share in the tetanus passive immunity products
market was less than one-half, and it did not have the circumstances presumed to have
market dominance as stipulated in the Anti- Monopoly Law. The Group confirms that it
cannot control the sales market or raw materi al procurement market, and its financial and
technical conditions are insufficient to do minate the tetanus passive immunity products
market, and its suppliers, distributors a nd terminal patients do not form a serious
dependency on the Group. There are no significant barriers for other drug operators to
enter the tetanus passive immunity products ma rket. Therefore, in respect of the tetanus
passive immunity products market, the Gr oup does not have market dominance. In
addition, the Group confirms that it did not engage in any acts prohibited by the
Pharmaceutical Anti-monopoly Guideline regarding the abuse of dominant market
p o s i t i o nd u r i n gt h eT r a c kR e c o r dP e r i o da n du pt ot h eL a t e s tP r a c t i c a b l eD a t e .
(3) The Group confirms that it did not merge with other drug operators, acquire control over
other drug operators by way of acquiring equity or assets, acquire control over other drug
operators by way of contract, or be able to exert decisive influence on other operators, nor
did there exist any circumstances where inte llectual property transactions of tetanus
passive immunity products might constitute concentration of undertakings during the
Track Record Period and up to the Latest Practicable Date;
(4) The Group confirms that it did not receive any complaints, investigations or
administrative penalties regarding the conclusion of monopoly agreements, abuse of
dominant market position and failure to declare concentrations of undertakings that
should be declared during the Track Record Period and up to the Latest Practicable Date;
(5) According to the certificate issued by th e Jinggangshan Economic and Technological
Development Zone Branch of Jian Market Supervision Administration, during the Track
R e c o r dP e r i o da n du pt ot h eL a t e s tP r a c t icable Date, the Group did not have any
circumstances of concluding monopoly agreeme nts, abusing of dominant market position
and failing to declare concentration of under takings that should be declared, and did not
receive any major administrative penalti es for violating market supervision and
anti-monopoly laws and regulations, and the said bureau did not receive any reports or
complaints involving the Grou p’s monopolistic behavior.
LAWS AND REGULATIONS IN RELATION TO ANTI-BRIBERY
According to the Anti-Unfair Competition Law of the PRC ( 《中華人民共和國反不正當競爭
法》), and the Interim Provisions on the Prohibition of Commercial Bribery ( 《關於禁止商業賄賂行為
的暫行規定》), any business operator shall not provide or promise to provide economic benefits
(including cash, other property or by other means) to a counter-party in a transaction or a third
party that may be able to influence the transaction, in order to entice such party to secure a
transactional opportunity or a competitive advantages for the business operator.
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According to the Provisions on the Establishmen t of Adverse Records of Commercial Briberies
in the Medicine Purchase and Sales Industry ( 《關於建立醫藥購銷領域商業賄賂不良記錄的規定》),
pharmaceutical production and operation enterprises and their agents involved in criminal,
investigative or administrative procedures rel ated to commercial bribery will be included in the
adverse records of commercial bribery by the rele vant government departments. As a result, within
two years after the publication of the list of adverse records of commercial bribery: (i) public medical
institutions or medical and healthcare institut ions receiving fiscal funds within the relevant
provincial regions shall not purchase their products; and (ii) public medical institutions or healthcare
institutions receiving fiscal funds within other provincial regions shall deduct points from the
products of such enterprises in the centralized bidd ing procedures. If such enterprises or their agents
are included in the adverse records of commercial b ribery for the second time within five years, all
public medical institutions or healthcare instituti ons receiving fiscal funds across the country shall
not purchase their products within two years after the publication of the list of adverse records of
commercial bribery.
LAWS AND REGULATIONS RELATING TO TAXATION
Enterprise Income Tax
According to the EIT Law, enterprises and other in come-generating organizations (hereinafter
collectively referred to as ‘‘ an enterprise ’’ or ‘‘enterprises ’’) within the territory of the PRC are the
taxpayers of enterprise income tax and shall pa y enterprise income tax in accordance with the
provisions of the EIT Law. The Enterprise Income Tax rate is 25%.
According to the Administrative Measure s for Determination of High and New Tech
Enterprises ( 《高新技術企業認定管理辦法》), which was promulgated by the Ministry of Science
and Technology, the MOF and the SAT on April 14, 2008, amended on January 29, 2016 and became
effective on January 1, 2016, an enterprise recognized as a high and new technology enterprise may
apply for a preferential enterprise income tax rate of 15% pursuant to the relevant requirements of
the EIT Law.
VAT
Pursuant to the Notice of the Ministry of Finan ce and the State Taxation Administration on
Policies Concerning the Application of Low VAT R ates and Simplified Methods for Collecting VAT
on Certain Goods (Caishui [2009] No. 9), issued by the Ministry of Finance and the State Taxation
Administration on January 19, 2009 and effective as of January 1, 2009, general taxpayers were
allowed to elect to calculate and pay VAT at a simplified collection rate of 6% for the sale of
self-produced biological products made from micro organisms, microbial metabolites, animal toxins,
human or animal blood or tissues.
Pursuant to the Notice of the Ministry of Finan ce and the State Taxation Administration on
Policies Concerning the Merger of VAT Collect ion Rates (Caishui [2014] No. 57), issued by the
Ministry of Finance and the State Taxation Administration on June 13, 2014 and effective as of July
1, 2014, the aforementioned simplified collection rate was adjusted to 3%.
Pursuant to the Law of the People’s Republic of China on Value-Added Tax (Presidential
Decree No.41), issued by the Standing Committee o f the National People’s Congress on December
25, 2024 and effective as of January 1, 2026, taxpayers shall be subject to a value-added tax (‘‘ VAT’’)
rate of 13% for the sale of goods, processing, repair and maintenance services, tangible movable
property leasing services, and importation o f goods, unless otherwise specially specified.
Pursuant to the Announcement of the Ministry of Finance and the State Taxation
Administration on Matters Concerning the Conn ection of VAT Preferential Policies After the
Implementation of the Law on Value-Added Tax (Announcement No. 10 of 2026 by the Ministry of
Finance and the State Taxation Administration) , issued by the Ministry of Finance and the State
Taxation Administration on January 30, 2026 and e ffective as of January 1, 2026, only anti-cancer
drugs and orphan drugs are explicitly allowed t o elect to calculate and pay VAT at a simplified
collection rate of 3%, while general biological p roducts are not included in the scope of goods
REGULATORY OVERVIEW
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eligible for the simplified VAT collection met hod. Meanwhile, the relevant provisions on the
simplified VAT collection for bi ological products as stipulated in Caishui [2009] No. 9 were not
included in the list of VAT preferential policies tha t were continued after January 1, 2026.Therefore,
general biological products fall outside the scope of specific drugs eligible for the continued
application of the simplified VAT collection met hod. As of January 1, 2026, production enterprises
selling such biological products shall no longer app ly the simplified collection rate of 3% and shall
instead calculate and pay VAT at the rate of 13% in accordance with the provisions of the Law of
the People’s Republic of China on Value-Added Ta x under the general tax calculation method.
REGULATIONS IN RELATION TO OVERSEAS ISSUANCE AND LISTING OF SECURITIES
BY DOMESTIC ENTERPRISES
According to the Trial Administrative Measure s of Overseas Securities Offering and Listing by
Domestic Companies ( 《境內企業境外發行證券和上市管理試行辦法》, which was issued by the CSRC
on February 17, 2023 and took effect on March 31, 2023, for domestic enterprises that conduct
overseas issuance and listing of securities, the issuers shall file with the CSRC in accordance with the
Trial Administrative Measures of Overseas Securi ties Offering and Listing by Domestic Companies.
Where an issuer conducts its first overseas public offering or listing, it shall file with the CSRC
within three (3) working days after submitting th e application documents for issuance and listing
overseas.
According to the Provisions on Strengthening C onfidentiality and Arch ives Administration of
Overseas Securities Offering and Listing by Domestic Companies ( 《關於加強境內企業境外發行證券
和上市相關保密和檔案管理工作的規定》), which was jointly issued by the CSRC and other
departments on February 24, 2023 and took e ffect on March 31, 2023, during the overseas
issuance and listing activities of domestic enterp rises, domestic enterpri ses, as well as securities
companies and securities service i nstitutions providing correspondi ng services, shall strictly comply
with the relevant laws and regulations of the PRC and the requirements of these provisions, enhance
their legal awareness of safeguarding state secrets a nd strengthening archives management, establish
and improve confidentiality and archives ma nagement systems, adopt necessary measures to
implement the responsibilities for confidentiality and archives management, and shall not disclose
state secrets or the work secrets of state organs, nor damage national and public interests. When a
domestic enterprise provides, publicly discloses to r elevant securities companies, securities service
institutions, overseas regulatory authorities and other entities and individuals, or may provide and
publicly disclose through its ov erseas listed entity and others do cuments and materials involving
state secrets or the work secrets of state organs, it shall report to the competent department with the
approval authority for approval in accordance with the law and file with the confidentiality
administrative department at the sa me level. When a domestic enterpris e provides, publicly discloses
to relevant securities companies, securities servic e institutions, overseas regulatory authorities and
other entities and individuals, or may provide and p ublicly disclose through its overseas listed entity
and others other documents and materials that w ill have an adverse impact on national security or
public interests if disclosed, it shall strictly perform the corresponding procedures in accordance with
relevant national regulations.
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OVERVIEW
We are the largest provider and exporter of Human TAT in China and a fully integrated
antiserum platform company.
The history of our Group can be tracked ba ck to 1969 when Jiangxi Branch of Shanghai
Institute of Biological Products ( 上海生物製品研究所江西分所) was established in Jiangxi.
Subsequently, in 1984, Jiangxi Branch of Shanghai Institute of Biological Products was succeeded
by Ji’an Medical and Health Equipment Repair Factory ( 吉安地區醫療衛生器材修配廠), which was
established by and under the supe rvision of Ji’an Health Bureau ( 吉安地區衛生局) to be principally
engaged in repair of medical devices, manufactu ring of medical equipment and processing of bed
linens for hospitals. On March 19, 1985, Ji’an Med ical and Health Equipment Repair Factory was
converted into an enterprise owned by the whole people ( 全民所有制企業) ,a n dw a sr e n a m e da sJ i ’ a n
Health Industrial Company ( 吉安地區健康實業公司). Ji’an Health Industrial Company later
changed its name to Institute of Bio logical Products of Ji’an, Jiangxi ( 江西省吉安地區生物製品
所), Jiangxi Ji’an Institute of Biological Products ( 江西吉安生物製品所) and Jiangxi Institute of
Biological Products ( 江西生物製品研究所) in April 1987, August 1994 and September 1996,
respectively. On July 5, 2002, Jiangxi Institute of B iological Products was co nverted into a limited
liability company, ultimately controlled by Ms. Ji ng’s parents at the time of conversion. Further, on
December 22, 2017, Jiangxi Institute of Biological Products was converted into a joint stock limited
company, and renamed as Jiangxi Institute of Biological Products Inc. ( 江西生物製品研究所股份有
限公司), which is our Company.
Ms. Jing, our executive Director and the cha irperson of our Board, has led the overall
operations and management of our Group since she joined our Group in May 2017. For more details
of the experience and qualifications of Ms. Jing, see ‘‘Directors and Senior Management’’ in this
prospectus.
BUSINESS DEVELOPMENT MILESTONES
The following table summarizes the key m ilestones in our business development:
Year Milestone
1997 Jiangxi Institute of Biological Products, to which the history of our Group
can be traced back, obtained the marketing approval for Human TAT in
China
2002 We were converted into a limited liability company under the name of
Jiangxi Institute of Biological Products ( 江西生物製品研究所)
2004 We passed the on-site inspection by the NMPA, and a GMP certificate was
issued
2005 We were recognized as a High and New Technology Enterprise ( 高新技術企
業)
2007 We hosted the National Seminar on the Production Quality of Antitoxins
and Immune Serum ( 全國抗毒素及免疫血清生產質量研討會)
2012 We established a horse breeding base in Zhangye, Gansu, and established
our subsidiary, Gaotai County Tianhong Biochemical Technology
Development Co., Ltd. ( 高台縣天鴻生化科技開發有限
責任公司)
2013 We established a production line for antitoxins and immune serum, which, as
advised by Frost & Sullivan, was of one o f the largest scale of operation in
the PRC, and a GMP certificate relating to the manufacturing of drugs was
issued
2015 We established a purification wo rkshop for immunized equine plasma
production in accordance with the GMP requirements in the PRC
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Year Milestone
2017 We were converted into a joint sto ck limited company under the laws of the
PRC, and was renamed as Jiangxi Inst itute of Biological Products Inc. ( 江西
生物製品研究所股份有限公司)
2018 We first obtained the marketing approvals for veterinary tetanus antitoxin
and PMSG injection in China
2019 We established our subsidiary, Jia ngsheng (Shenzhen) Biotechnology R&D
Center Co., Ltd. ( 江生（深圳）生物技術研發中心有限公司)
We first obtained the marketing approval for PMSG API in China
2020 We completed Series A Financing and Series B Financing, and raised
approximately RMB42.6 million
We acquired Chifeng Bo-en Pharmaceutical Co., Ltd. ( 赤峰博恩藥業有限公
司)
We acquired Hainan Pharmaceutical Research Institute ( 海南省藥物研究所),
converted it into a limited liability company and renamed it as Hainan
Pharmaceutical Research Institute Co., Ltd. ( 海南藥物研究所有限責任公司)
2022 We completed Series B+ Financing, and raised RMB47.4 million
2025 We obtained the product approval from the NMPA for the new specification
of our tetanus antitoxin in vial packa ging of 1,500IU/bottle and 10,000IU/
bottle
We obtained the NMPA approval for our p reservative-free vial packaging of
Human TAT in China in February, which was extended to a full period of
validity in August
We obtained the clinical approval for a gkistrodon halys antivenom in March
We obtained the clinical approval fo r agkistrodon acutus antivenom in
December
2026 We obtained the PMSG re-registration approval in March
OUR PRINCIPAL SUBSIDIARIES
As of the Latest Practicable Date, we had the following three subsidiaries which made a
material contribution to our results of operation during the Track Record Period or are regarded of
strategic importance to us:
Subsidiaries
Date and place of
incorporation
Registered
capital
Principal business
activities
Gaotai County Tianhong
Biochemical Technology
Development Co., Ltd.
(高台縣天鴻生化科技開
發有限責任公司)
January 9, 2012;
PRC
RMB50 million Manufacturing and sales
of horse plasma and
related products
Chifeng Bo-en
P h a r m a c e u t i c a lC o . ,L t d .
(赤峰博恩藥業
有限公司)
May 19, 2004;
PRC
RMB35 million R&D, manufacturing and
sales of veterinary drug
products
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Subsidiaries
Date and place of
incorporation
Registered
capital
Principal business
activities
Hainan Pharmaceutical
Research Institute Co.,
Ltd. ( 海南藥物研究所有
限責任公司)
July 16, 2020;
PRC
RMB100
million
Drug research, testing and
inspections, animal
experiments and
preclinical safety
evaluation
MAJOR CHANGES IN SHARE CAPITAL AND SHAREHOLDINGS
(1) Conversion into a Limited Liability Company
On July 5, 2002, upon approval by the Adminis tration for Industry and Commerce of Ji’an ( 吉
安市工商行政管理局), Jiangxi Institute of Biological Products was converted from an enterprise
owned by the whole people into a limited liability company, with a registered capital of
RMB3,000,000. Upon completion of the conversion, the shareholding structure of our Company
upon establishment is set forth in the table below:
Shareholders
Registered capital
subscribed for
Corresponding
equity interests in
our Company
(RMB) (%)
Shenzhen Jinruifeng Industrial Development Co.,
Ltd. ( 深圳市金瑞豐實業發展有限公司)( ‘ ‘Shenzhen
Jinruifeng ’’)
note 2,850,000 95.00
Shenzhen Jinhuifeng Industrial Co., Ltd.
(深圳市金惠豐實業有限公司)
(‘‘Shenzhen Jinhuifeng ’’)note 150,000 5.00
Total 3,000,000 100.00
Note: Each of Shenzhen Jinruifeng and Shenz hen Jinhuifeng is a limited liability c ompany establishe d under the laws
of the PRC. At the time of the conversion, each of Shenzhen Jinruifeng and Shenzhen Jinhuifeng were
ultimately controlled by Mr. JING Wei ( 敬偉)( ‘ ‘Mr. Jing ’’) and Ms. JIANG Xue ( 姜雪)( ‘ ‘Ms. Jiang ’’), the
parents of Ms. Jing, through their beneficial interests and interests held by their nominees.
(2) Major Shareholding Changes of Our Company Before Conversion into Joint Stock Limited
Company
Pursuant to the shareholders’ resolutions dated August 8, 2002, the registered capital of our
Company increased from RMB3,000,000 to RMB20,000,000, and Shenzhen Jinruifeng agreed to
subscribe for the increased registered capita l of our Company of RMB17,000,000. The capital
increase was completed on August 27, 2002.
Pursuant to the shareholders’ resolutions dated September 24, 2007, the registered capital of
our Company increased from RMB20,000,000 to RMB30,000,000 by way of capitalization of the
capital reserve of our Company of RMB10,000,000. The capitalization of the capital reserve was
completed on October 22, 2007.
From August 2003 to October 2015, a series of equity transfers were conducted at nil
consideration by Mr. Jing and Ms. Jiang to chang e their designated nominees to hold their equity
interests in our Company and to transfer part of th eir equity interests in our Company to Ms. Jing,
as part of their arrangements of family assets . Upon completion of the aforementioned family
arrangements, (i) our Company was held as to 90% by Qianhai Tianzheng and 10% by Mr. Jing, (ii)
Ms. Jiang ceased to have any beneficial interes ts in our Company, and (iii) Ms. Jing became the
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ultimate controlling shareholder of our Company through Qianhai Tianzheng, which was held as to
95% by Hainan Zhizheng (which was in turn held as to 80% by Ms. Jing and 20% by Mr. Jing’s
nominee) and 5% by Mr. Jing.
Further, in June 2017, Mr. Jing transferred his 10% equity interests in our Company to three
designated nominees at nil consideration, upon completion of which our Company was held as to
90% by Qianhai Tianzheng (whic h was ultimately controlled by Ms. Jing), 5% by Ji’an Aohai
Industrial Development Co., Ltd. ( 吉安市傲海實業發展有限公司)( ‘ ‘ Aohai Industrial ’’),
approximately 3.33% by Hainan Jinjia Cour tyard Catering Management Co., Ltd. ( 海南金家大院
餐飲管理有限公司) (formerly known as Jiangxi Jinjia Courtyard Catering Management Co., Ltd. ( 江
西金家大院餐飲管理有限公司), Jiangxi Duihua Brewing Co., Ltd. ( 江西堆花釀造有限責任公司)a n d
Ji’an Jizhou Tianhao Industrial Co., Ltd. ( 吉安市吉州區天浩實業有限公司)) (‘‘Jinjia Courtyard ’’)
and approximately 1.67% by Haikou Tiansh un Industrial Development Co., Ltd. ( 海口市天順實業
發展有限
公司) (formerly known as Zhangye Tianshun Industrial Development Co., Ltd. ( 張掖市天順
實業發展有限公司)) (‘‘Tianshun Industrial ’’).
For further details relating to Qianhai Tianz heng, Aohai Industrial, Jinjia Courtyard and
Tianshun Industrial, and the termination the nominee shareholding arrangements pertaining to Mr.
Jing’s equity interests in our Company, see ‘‘— Ma jor Changes in Share Capital and Shareholdings
— (3) Conversion into Joint Stock Limited Comp any and Major Shareho lding Changes of Our
Company After Conversion — (c) Equity Transfers from August 2019 to December 2019’’ and ‘‘—
Major Changes in Share Capital and Shareholdings — (3) Conver sion into Joint Stock Limited
Company and Major Shareholding Changes of Our Company After Conversion — (h) Termination
of the Nominee Shareholding Arrangements pertaining to Mr. Jing’s Equity Interests in Our
Company’’ in this section.
(3) Conversion into Joint Stock Limited Company and Major Shareholding Changes of Our Company
After Conversion
(a) Conversion into Joint Stock Limited Company
Pursuant to the promoters’ agreement dated August 20, 2017 entered into by all the then
Shareholders and the shareholde rs’ resolutions dated December 20, 2017, all promoters (being
all the then Shareholders) agreed to convert ou r Company from a limited liability company into
a joint stock limited company with a registered capital of RMB63,000,000. According to the
audit report of our Company upon joint stock reform prepared by an independent auditor, as
of September 30, 2017, the net asset value of ou r Company amounted to RMB63,413,382.93, of
which RMB63,000,000 was converted into 63,000,000 Shares of a nominal value of RMB1.00
each and issued to the then Shareholders in proport ion to their respective equity interests in our
Company before the conversion, and the remaining amount of RMB413,382.93 was converted
to capital reserve. The conversion was completed on December 22, 2017 when our Company
obtained a new business license and was renamed a s Jiangxi Institute of Biological Products
Inc. ( 江西生物製品研究所股份有限公司).
(b) Capital Increase in July 2019
Pursuant to the shareholders’ resolutions dated June 3, 2019, the registered capital of our
Company increased from RMB63,000,000 to RMB80,000,000 by way of capitalization of
profits, and 17,000,000 Shares were issued and allotted as bonus shares to all the then
Shareholders in proportion to their respective equity interests in our Company before the
bonus issue. The capitalization of profits an d the bonus issue were completed on July 4, 2019.
(c) Equity Transfers from August 2019 to December 2019
On August 29, 2019, Jinjia Courtyard entered into a share transfer agreement with
Tianshun Industrial, pursuant to which Jinjia Courtyard transferred 666,667 Shares
(representing approximately 0.83% equity inte rests in our Company) to Tianshun Industrial
at a consideration of RMB6,666,670.
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On the same date, Jinjia Courtyard entered in to a share transfer agreement with Shenzhen
Xiangyi Investment Guarantee Co., Ltd. ( 深圳市向億投資擔保有限公司)( ‘ ‘ Xiangyi
Investment ’’), pursuant to which Jinjia Courtyard tra nsferred 2,000,000 Shares (representing
2.50% equity interests in our Company) to Xiangyi Investment at a consideration of
RMB20,000,000.
The aforementioned equity transfers were completed on August 29, 2019, following which
Jinjia Courtyard ceased to be a Shareholder. The nominee shareholding arrangements between
Mr. Jing and his nominees in respect of Mr. Jing ’s equity interests in our Company through
Jinjia Courtyard were terminated accordingly.
Further, Qianhai Tianzheng entered into a share transfer agreement with Chongqing
Hanyi Cultural Exchange Co., Ltd. ( 重慶市晗頤文化交流有限責任公司)( ‘ ‘Hanyi Cultural
Exchange ’’) dated December 12, 2019, which was s upplemented by a supplemental agreement
dated January 18, 2020, pursuant to which Qianhai Tianzheng transferred 4,000,000 Shares
(representing 5% equity interests in our Company) to Hanyi Cultural Exchange at a
consideration of RMB30,000,00 0. The equity transfer was completed on December 12, 2019.
(d) Capital Increase in March 2020
Pursuant to the shareholders’ resolutions dat ed February 28, 2020, the registered capital
of our Company increased from RMB80,000,000 t o RMB100,000,000 by way of capitalization
of profits, and 20,000,000 Shares were issued and allotted as bonus shares to all the then
Shareholders in proportion to their respective equity interests in our Company before the
bonus issue. The capitalization of profits and the bonus issue were completed on March 18,
2020.
(e) Series A Financing in June 2020
Pursuant to the share subscription agreement dated May 6, 2020, Chifeng Bo-en Jingtian
Technology Co., Ltd. ( 赤峰博恩晶天科技有限公司)( ‘ ‘Chifeng Bo-en Jingtian ’’) agreed to
subscribe for 2,000,000 Shares (representing approximately 1.96% equity interests in our
Company upon completion of the capital increas e) at a total consideration of RMB24,000,000
(‘‘Series A Financing ’’). As such, the share capital of our Company increased from
RMB100,000,000 to RMB102,000,000. The capital increase was completed on June 4, 2020.
(f) Series B Financing and Capital Increase in December 2020
In December 2020, the following parties enter ed into share subscription agreements,
pursuant to which the relevant subscribers agree d to subscribe for a total of 2,923,400 Shares
(representing approximately 2.79% equity int erests in our Company upon completion of the
capital increase) at a total consideration of RMB43,851,000. As such, the share capital of our
Company increased from RMB102,000,000 to RM B104,923,400. The respective subscription
amounts and considerations paid by the relevant subscribers were as follows:
Dates of agreements Subscribers
Number of
Shares
subscribed
for Consideration (3)
Approximate
corresponding
equity interests in
our Company (upon
completion of the
capital increase)
(RMB) (%)
December 8, 2020 Huafengming Investment (1) 1,419,100 21,286,500 1.35
Hainan Ruiqingxiang
Investment Partnership
(Limited Partnership)
(海南瑞慶祥投資合夥企業（有
限合夥）)( ‘ ‘Ruiqingxiang
Investment ’’)
(2)
838,300 12,574,500 0.80
Gangyuanhao Investment (1) 266,000 3,990,000 0.25
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Dates of agreements Subscribers
Number of
Shares
subscribed
for Consideration (3)
Approximate
corresponding
equity interests in
our Company (upon
completion of the
capital increase)
(RMB) (%)
December 11, 2020 Chongqing Hanxin
Pharmaceutical Co., Ltd. ( 重
慶漢鑫醫藥有限公司)
(‘‘Hanxin Pharmaceutical ’’)(2)
200,000 3,000,000 0.19
Jiangsu Hailei Pharmaceutical
Co., Ltd. ( 江蘇海雷醫藥有限
公司)( ‘ ‘Hailei
Pharmaceutical ’’)(2)
200,000 3,000,000 0.19
Notes:
(1) Each of Huafengming Investment and Gangyuanhao Inv estment is a limited partnership established under
the laws of the PRC and our Employee Shareholding Platform. See ‘‘— Employee Shareholding
Platforms’’ in this section.
(2) The subscriptions by Ruiqingxiang Investment, Ha nxin Pharmaceutical and Hailei Pharmaceutical are
collectively referred to as ‘‘ Series B Financing ’’.
(3) The respective considerations were determined ba sed on arm’s length negotiations between the relevant
subscribers and our Company after taking into consid eration the timing of the investments and the status
of our business and operations.
The aforementioned capital increa se was completed on December 23, 2020.
(g) Capitalization of Capital Reserve in August 2021
Pursuant to the shareholders’ resolutions dat ed June 30, 2021, the registered capital of our
Company increased from RMB104,923,400 to RMB136,400,420 by way of capitalization of the
capital reserve of our Company of RMB31,477,020. The capitalization of the capital reserve
was completed on August 23, 2021.
(h) Termination of the Nominee Shareholding Arrangements pertaining to Mr. Jing’s Equity
Interests in Our Company
Historically, there were nominee shareholding arrangements pertaining to Mr. Jing’s
equity interests in our Company through Jinjia Courtyard, Tianshun Industrial, Aohai
Industrial and minority direct/indirect shareholders of Qianhai Tianzheng. See ‘‘— Major
Changes in Share Capital and Shareholdings — (2) Major Shareholding Changes of Our
Company Before Conversion into Joint Stock Li mited Company’’ in this section for details.
After Ms. Jing first became the ultimate cont rolling shareholder of our Company through
Qianhai Tianzheng in October 2015, which was held as to 95% by Hainan Zhizheng (which was
in turn held as to 80% by Ms. Jing and 20% by Mr. Jing’s nominee) and 5% by Mr. Jing, as
part of their arrangements of family assets, Mr. Jing gradually transferred all his equity
interests in Qianhai Tianzheng and Hainan Zh izheng held by his nominees to his daughters,
M s .J i n ga n dM s .J I N GR u i h u a( 敬瑞華), following which (i) Qian hai Tianzheng has been
w h o l l yo w n e db yH a i n a nZ h i z h e n g ,a n d( i i )H a i n a nZ h i z h e n gh a sb e e nh e l da st o9 9 %b yM s .
Jing and 1% by Ms. JING Ruihua since November 2021. As such, the nominee shareholding
arrangements between Mr. Jing and his nominees in respect of Mr. Jing’s equity interests in our
Company through Qianhai Tianzheng were all terminated.
From December 2017 to March 2022, Mr. Jing gradually transferred all his equity
interests in Tianshun Industrial held by his nominees to Shenzhen Fengqi Anhua Cultural
Development Co., Ltd. ( 深圳鳳栖安華文化發展有限責任公司) (formerly known as Shenzhen
Qianhai Fengqi Anhua Cultural Development Co., Ltd. ( 深圳市前海鳳栖安華文化發展有限責
任公司)) (‘‘Fengqi Anhua ’’), which is controlled by Ms. WEN Shengru ( 溫盛茹) (the spouse of
Mr. Jing). As such, the nominee shareholding arrangements between Mr. Jing and his nominees
in respect of Mr. Jing’s equity interests in our Company through Tianshun Industrial were all
terminated.
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From September 2019 to December 2021, Mr. Jin g gradually transferred all his equity
interests in Aohai Industrial held by his nominees to (i) Chengdu Shizhi Business Information
Consulting Co., Ltd. ( 成都適之商務信息諮詢有限公司)( ‘ ‘Chengdu Shizhi ’’), which is controlled
by LUO Jiangtao ( 羅江濤) at a consideration of RMB4,000,000, and (ii) LIU Shengyuan ( 劉生
媛) at a consideration of RMB1,000,000. Upon completion of the aforementioned equity
transfers, Mr. Jing ceased to have any inte rests in Aohai Indust rial, and the nominee
shareholding arrangements between Mr. Jing and his nominees in respect of Mr. Jing’s equity
interests in our Company through Aoha i Industrial were all terminated.
The nominee shareholding arrangements be tween Mr. Jing and his nominees in respect of
Mr. Jing’s equity interests in our Company th rough Jinjia Courtyard were terminated in 2019.
See ‘‘— Major Changes in Share Capital and Sha reholdings — (3) Conve rsion into Joint Stock
Limited Company and Major Shareholding Changes of Our Company After Conversion — (c)
Equity Transfers from August 2019 to December 2019’’ in this section for further details.
Our PRC Legal Adviser has confirmed that the historical nominee shareholding
arrangements described in this section were terminated.
(i) Equity Transfers from December 2021 to May 2022
From December 2021 to May 2022, the followi ng parties entered into equity transfer
agreements, respectively, pursuant to which the f ollowing transfers of equity interests in our
Company were agreed:
Dates of agreements Transferor Transferees
Number of
Shares
transferred Consideration
Approximate
corresponding
equity interests
in our Company
(RMB) (%)
From December 16,
2021 to May 25,
2022 (both days
inclusive)
Qianhai
Tianzheng
32 individual investors
(1) 6,715,000 (1) 100,725,000 (1) 4.92 (1)
February 18, 2022 Shenzhen Lingyao Investment
Partnership (Limited Partnership)
(深圳市靈耀投資合夥企業（有限合
夥）) (formerly known as Shenzhen
Heli No. 6 Investment Center
(Limited Partnership) ( 深圳市合利六
號投資中心（有限合夥）)) (‘‘Lingyao
Investment ’’)
70,000 1,050,000 0.05
April 15, 2022 Shenzhen Heli No. 7 Investment Center
(Limited Partnership)
(深圳市合利七號投資中心（有限合
夥）)( ‘ ‘Heli No. 7 ’’)
260,000 3,900,000 0.19
May 16, 2022 Shenzhen Yimijing Biotechnology Co.,
Ltd. ( 深圳市益覓晶生物科技有限公
司)( ‘ ‘Yimijing Biotechnology ’’)
(2)
300,000 4,500,000 0.22
Notes:
(1) The 32 individual investors include YANG Kun ( 楊琨), ZHU Ruonan ( 朱若男), LIN Lin ( 林琳), XU
Qinhong ( 徐琴紅), OUYANG Guishou ( 歐陽桂壽), RONG Zhiyao ( 容志耀), WANG Pengjie ( 王鵬杰),
ZHANG Yiyu ( 張燚煜), WEN Yejuan ( 溫業娟), CHEN Guangai ( 陳光愛), LU Changying ( 盧長英),
ZHANG Zhide ( 張智德), MA Ying ( 馬英), LI Yulun ( 李雨倫), ZHANG Ruoshi ( 張若詩), LONG Yehong
(龍葉紅), DAI Yujian ( 戴育健), ZHU Luwen ( 朱祿文), LUO Qian ( 羅茜), LI Xiaoying ( 李曉穎), LU
Ruiheng ( 盧蕊恒), SONG Hongxia ( 宋紅霞), WEN Anhua ( 溫安華), WU Hao ( 吳浩), WU Hong ( 吳紅),
WU Jianying ( 吳劍英), ZHU Guiju ( 朱桂菊), XU Quanhua ( 徐全華), GUO Lihong ( 郭立紅), HE Qunhua
(何群華), WANG Weiling ( 王維玲) and YU Xiaoyan ( 于小艶). Qianhai Tianzheng transferred to the 32
individual investors Shares ranging from 10,000 Shares to 1,700,000 Shares (represent ing approximately
0.01% to 1.25% equity interests in our Company), at considerations ranging from RMB150,000 to
RMB25,500,000, respectively. The cost per Share transferred for all the 32 individual investors is the same.
Among the 32 individual investors, (i) ZHU Ruonan, an Independent Third Party, ceased to be a
Shareholder in December 2023 when he transferred his entire equity interests in our Company to Qianhai
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Tianzheng, details of which are set out in the paragr aph headed ‘‘— Major Changes in Share Capital and
Shareholdings — (3) Conversion into Joint Stock L imited Company and Major S hareholding Changes of
Our Company After Conversion — (n) Equity Transfers from December 2023 to March 2025’’ in this
section, (ii) WANG Weiling, SONG Hongxia, WEN Anh ua and HE Qunhua are relatives of Ms. Jing, and
(iii) the remaining individuals investors are Inde pendent Third Parties. For further details of the
shareholding held by each of the 31 individual investors who remain as our Shareholders, see ‘‘—
Capitalization of Our Comp any’’ in this section.
(2) Yimijing Biotechnology is an In dependent Third Party and ceased to be a Shareholder in March 2024
when it transferred its entire equity interests in our Company to Qianhai Tianzheng. For details, see ‘‘—
Major Changes in Share Capital and Shareholdings — (3) Conversion into Joint Stock Limited Company
and Major Shareholding Changes of Our Company After Conversion — (n) Equity Transfers from
December 2023 to March 2025’’ in this section.
The aforementioned equity trans fers were completed on May 25, 2022.
(j) Series B +Financing and Equity Transfers in June 2022
Pursuant to share subscription agreements da ted April 20, 2022, the relevant subscribers
agreed to subscribe for a total of 3,160,000 Shar es (representing appro ximately 2.26% equity
interests in our Company upon completion of the capital increase) at a total consideration of
RMB47,400,000 (‘‘Series B+ Financing ’’). As such, the share capital of our Company increased
from RMB136,400,420 to RMB139,560,420. The respective subscription amounts and
considerations paid by the relevant subscribers were as follows:Subscribers
Number of
Shares
subscribed for Consideration
Approximate
corresponding
equity interests
in our Company
(upon
completion of
the capital
increase)
(RMB) (%)
Shenzhen High-tech Investment Zhiyuan Phase I
Equity Investment Fund Partnership (Limited
Partnership) ( 深圳市高新投致遠一期股權投資基
金合夥企業（有限合夥）)( ‘ ‘High-tech Investment
Zhiyuan ’’)
(1) 966,100 14,491,500 0.69
Shenzhen High-tech Investment Start-up
Investment Co., Ltd. ( 深圳市高新投創業
投資有限公司)( ‘ ‘High-tech Investment
Start-up ’’)(1) 861,600 12,924,000 0.62
Shenzhen Xiaohe Venture Capital Partnership
(Limited Partnership) ( 深圳市小禾創業投資合夥
企業（有限合夥）)( ‘ ‘Xiaohe VC ’’)(1) 172,300 2,584,500 0.12
Shenzhen Hejia Jiangsheng Investment Partnership
(Limited Partnership)
(深圳市合嘉江生投資合夥企業（有限合夥）)
(‘‘Hejia Jiangsheng ’’)
(2) 500,000 7,500,000 0.36
Jiaxing Jiaci Erhuijing Equity Investment
Partnership (Limited Partnership) ( 嘉興加慈二惠
競股權投資合夥企業（有限合夥）)( ‘ ‘Jiaxing
Jiaci ’’) 660,000 9,900,000 0.47
Notes:
(1) Each of High-tech Investment Zhiyuan, High-tech Investment Start-up and Xiaohe VC is an Independent
T h i r dP a r t ya n dc e a s e dt ob eaS h a r e h o l d e ri nS e p t e m b e r2024 when they transferred their respective entire
equity interests in our Company to Hainan Zhizheng. For details, see ‘‘— Major Changes in Share Capital
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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and Shareholdings — (3) Conversion into Joint Stock Limited Company and Major Shareholding Changes
of Our Company After Conversion — (n) Equity Transfers from December 2023 to March 2025’’ in this
section.
(2) Hejia Jiangsheng is an Independent Third Party and ceased to be a Shareholder in March 2025 when it
transferred its entire equity interests in our Company to Hainan Zhizheng. For details, see ‘‘— Major
Changes in Share Capital and Shareholdings — (3) Conversion into Joint Stock Limited Company and
Major Shareholding Changes of Our Company After Conversion — (n) Equity Transfers from December
2023 to March 2025’’ in this section.
The aforementioned capital increase was completed on June 21, 2022.
Further, as an internal restructuring within t he beneficial owners of Tianshun Industrial,
pursuant to an agreement dated June 14, 2022, (i) Tianshun Industrial transferred 390,000
Shares to ZENG Hong ( 曾紅) at nil consideration, and (ii) Tianshun Industrial transferred
520,000 Shares to HU Fengzhi ( 胡鳳芝) at nil consideration, which corresponded to their
respective equity interests in our Company beneficially held by ZENG Hong and HU Fengzhi
through Tianshun Industrial prior to such transf ers. The aforementioned equity transfers were
completed on June 14, 2022, following which the n ominee shareholding arrangements between
(i) Tianshun Industrial and (ii) each of ZENG Hong and HU Fengzhi in respect of their equity
interests in our Company through Tian shun Industrial were terminated.
(k) Capitalization of Capital Reserve in July 2022
Pursuant to the shareholders’ resolutions dat ed June 30, 2022, the registered capital of our
Company increased from RMB139,560,420 to RMB181,428,546 by way of capitalization of the
capital reserve of our Company of RMB41,868,126. The capitalization of the capital reserve
was completed on July 26, 2022.
(l) Equity Transfer in February 2023
On February 27, 2023, HU Fengzhi entered into a share transfer agreement with LIU
Yurui ( 劉育瑞) (the spouse of HU Fengzhi), pursuant to which HU Fengzhi transferred 676,000
Shares to LIU Yurui at nil consideration. The af orementioned equity transfer was completed
on February 27, 2023, following which HU Fengzhi ceased to be a Shareholder.
(m) Capital Increase in June 2023
Pursuant to the shareholders’ resolutions dat ed May 10, 2023, the registered capital of our
Company increased from RMB181,428,546 to RMB272,142,819 by way of capitalization of
profits, and 90,714,273 Shares were issued and allotted as bonus shares to all the then
Shareholders in proportion to their respective equity interests in our Company before the
bonus issue. The capitalization of profits and the bonus issue were completed on June 12, 2023.
(n) Equity Transfers from December 2023 to March 2025
As the payments relating to the considerations of the previous respective equity transfers
between (i) Qianhai Tianzheng and (ii) each of ZHU Ruonan and Yimijing Biotechnology in
2022 were not fully settled, the relevant parties agreed to unwind such previous equity transfers.
As such, (i) ZHU Ruonan transferred 1,950,000 Shares to Qianhai Tianzheng on December 13,
2023, and (ii) Yimijing Biotechno logy transferred 585,000 Shares to Qianhai Tianzheng on
March 28, 2024, following which both ZHU Ru onan and Yimijing Biotechnology ceased to be
our Shareholders.
Further, pursuant to a share transfer agree ment entered into by, among others, Hainan
Zhizheng, High-tech Investment Zhiyuan, Hi gh-tech Investment Start-up and Xiaohe VC on
September 25, 2024, High-tech Investment Zhiyuan, High-tech Investment Start-up and Xiaohe
VC transferred 1,883,895 Shares, 1,680,120 Shar es and 335,985 Shares, respectively, to Hainan
Zhizheng, at a consideration of RMB16,055,25 8.58, RMB14,288,868.81 and RMB2,856,450.77,
respectively. The consideration s for the equity transfers were determined after arm’s length
negotiations between the relevant parties, taking into account, among others, the
considerations paid by High-tech Investment Zhiyuan, High-tech Investment Start-up and
Xiaohe VC for their subscriptions of the Shares in our Company in June 2022, the time they
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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held equity interests in our Company and the status of our business operations. The
aforementioned equity transfers were completed on September 25, 2024, following which each
of High-tech Investment Zhiyuan, High-tech Investment Start-up and Xiaohe VC ceased to be
a Shareholder.
Besides, pursuant to a share transfer agreement entered into by, among others, Hainan
Zhizheng and Hejia Jiangsheng on March 11, 2025, Hejia Jiangsheng transferred 975,000
Shares to Hainan Zhizheng, at a consideratio n of RMB7,897,300. The consideration for the
equity transfer was determined after arm’s leng th negotiations between the relevant parties,
taking into account, among others, the con sideration paid by Hejia Jiangsheng for its
subscription of the Shares in our Company in Jun e 2022, the time it held equity interests in our
Company and the status of our business operati ons. The equity transfer was completed on
March 11, 2025, following which Hejia Jiangsheng ceased to be a Shareholder.
EQUITY TRANSFERS INVOLVING HAINAN PHARMACEUTICAL RESEARCH INSTITUTE
CO., LTD. ( 海南藥物研究所有限責任公司) DURING TRACK RECORD PERIOD
We acquired Hainan Pharmaceutical Research Institute ( 海南省藥物研究所) and converted it
into a limited liability company in July 2020, and r enamed it as Hainan Pharmaceutical Research
Institute Co., Ltd. ( 海南藥物研究所有限責任公司)( ‘ ‘ Hainan Pharmaceutical ’’). Hainan
Pharmaceutical is principally engaged in drug research, testing and inspections, animal
experiments and preclinical safety evaluation. I n particular, it is located in Hainan Free Trade
Port ( 海南自由貿易港), where the local government has adopte d favorable policies in relation to the,
among others, import and export of commodities, currency exchange and foreign investments,
thereby facilitating foreign trades outside the PR C, international projects and cooperation in
technology with overseas counterp arties, and serving as our future technology platform to enhance
our global footprint and overseas connections.
As a strategic re-arrangement to focus more on our principal operations in line with our capital
planning and preparation for our application for the listing the Shares on the National Equities
Exchange and Quotation (the ‘‘ NEEQ ’’) in the PRC, details of which are set out in the paragraph
headed ‘‘ — Previous Listing Plan and Reasons for Listing on the Stock Exchange’’ in this section, on
October 26, 2023, our Company entered into an equity transfer agreement with Qianhai Tianzheng,
pursuant to which our Company transferred its enti re equity interests in Hainan Pharmaceutical to
Qianhai Tianzheng, at a consideration of RMB83,15 2,500. The consideration for the equity transfer
was determined after arm’s length negotiations betw een the parties with reference to the valuation of
Hainan Pharmaceutical as of June 30, 2023 in the amount of approximately RMB83.15 million (after
taking into account the net asset value of Hainan Pharmaceutical as of June 30, 2023 in the amount
of approximately RMB82.38 million) , as appraised by an independent valuer in a valuation report.
In 2024, our Board further considered, among o ther things, our future business strategic
positioning and capital planning, and considered that the Stock Exchange, as an internationally
recognized and reputable stock exchange, can provide us with a good platform to access the
international capital markets and expand our global business. As such, our Company decided to
voluntarily withdraw its listing application on t he NEEQ in August 2024 as further detailed in the
paragraph headed ‘‘— Previous Listing Plan and Reasons for Listing on the Stock Exchange’’ in this
section. Following our Company’s change in the proposed listing venue, and considering that
Hainan Pharmaceutical can strategically serve a s our technology collaboration platform for us to
further enhance our overseas connections and the pot ential synergistic value Hainan Pharmaceutical
may further bring to our future overseas expansion, which is in line with our capital planning facing
the international capital markets, on September 3 0, 2024, our Company entered into a supplemental
equity transfer agreement with Qianhai Tianzheng, pursuant to which (i) terminated the equity
transfer agreement dated October 26, 2023, and (ii) Qianhai Tianzheng transferred its entire equity
interests in Hainan Pharmaceutical to our Company, at a consideration of approximately
RMB76,173,777. The consideration for the equity transfer was determined after arm’s length
negotiations between the parties with reference to the net asset value of Hainan Pharmaceutical as of
August 31, 2024 in the amount of approximately RMB76.17 million, as audited by an independent
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auditor. The decrease in the net asset value of Hainan Pharmaceutical from June 30, 2023 to August
31, 2024 was primarily due to the increase in its cu rrent liabilities which included trade and other
payables incurred for its business operation during such period.
As Hainan Pharmaceutical has been ultimately controlled by Qianhai Tianzheng before and
after the aforementioned equity transfers, the financials of Hainan Pharmaceutical had been
consolidated into our financial statements unde r merger accounting throughout the Track Record
Period. For further details, see note 40 to the Accountants’ Report.
Further, as advised by our PRC Legal Adviser, th e aforementioned equity transfers have been
properly and legally completed in accordanc e with the relevant PRC laws and regulations.
Our Directors confirm that the equity transfer involving of Hainan Pharmaceutical in 2024 was
neither classified as a major transaction nor a very substantial acquisition pursuant to the Listing
Rules, and therefore, the requirements under Rule 4.05A of the Listing Rules do not apply to such
transaction.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
During the Track Record Period and up to the La test Practicable Date, we did not conduct any
acquisitions, disposals or mergers that we consider to be material to us.
EMPLOYEE SHAREHOLDING PLATFORMS
In recognition of the contributions of our employees to our Group’s development,
Gangyuanhao Investment and Huafengming I nvestment were established as our employee
shareholding platforms.
(1) Gangyuanhao Investment
Gangyuanhao Investment was established as a limited partnership under the laws of the PRC
on November 3, 2020. Mr. XIAO Ying ( 肖鷹), a director and supervisor of our subsidiaries, is the
general partner and executive partner of Gangyu anhao Investment and is responsible for the
management of Gangyuanhao Investment. As of the Latest Practicable Date, Gangyuanhao
Investment had 37 limited partners, including Mr. LI Changqing ( 李長青) (our executive Director)
and 36 existing/former employees of our Group, and directly held approximately 0.25% equity
interests in our Company.
(2) Huafengming Investment
Huafengming Investment was established as a limited partnership under the laws of the PRC on
November 3, 2020. Mr. WAN Xiaoping ( 萬小平), an employee of our Group, is the general partner
and executive partner of Huafengming Investment and is responsible for the management of
Huafengming Investment. As of the Latest Pra cticable Date, Huafengming Investment had 39
limited partners, including Mr. YAO Xiaodong ( 姚曉東) (our executive Director), Ms. YU Ailian ( 于
愛蓮) (our non-executive Director), Mr. HU Xiande ( 胡先德) (our senior management), Mr. JI
Chong ( 季沖) (our senior management), Mr. WANG Xiaoming ( 王曉明) (our senior management)
and 34 existing/former employees of our Group, and directly held approximately 1.32% equity
interests in our Company.
THE PRE-IPO INVESTMENTS
(1) Principal Terms of the Pre-IPO Investments
The following table summarizes the key terms of the Pre-IPO Investments:
Series A Financing Series B Financing
Series B+
Financing
Date(s) of agreement(s) May 6, 2020 December 8, 2020;
December 11,
2020
April 20, 2022
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Series A Financing Series B Financing
Series B+
Financing
Number of Shares subscribed
for(1)
2,000,000 Shares 1,238,300 Shares 3,160,000 Shares
Number of Shares after each
round of the Pre-IPO
Investments
102,000,000
Shares
104,923,400
Shares
139,560,420
Shares
Amount of consideration
paid
(1) (approximation)
RMB24.00 million RMB18.57 million RMB47.40 million
Date of payment of full
consideration
May 13, 2020 December 23,
2020
May 20, 2022
Cost per Share paid (2)
(approximation)
RMB4.73 RMB5.92 RMB7.69
Discount to the Offer Price (3)
(approximation)
51.42% 39.20% 21.02%
Basis of determination of the
consideration
The considerations for each ro und of Pre-IPO Investments
were determined based on arm’s length negotiations between
the relevant parties, after taking into consideration the
timing of the investments, the status of our business
operations and our financial performance.
Lock-up period All existing Shareholde rs (including the Pre-IPO Investors)
shall not dispose of any of the Shares held by them within the
12 months following the Listing Date as required under the
applicable PRC laws.
Use of proceeds from the
Pre-IPO Investments
Proceeds from the Pre-IPO Investments received by our
Company have been utilized fo r principal business of our
Group, including but not limited to R&D activities,
procurement of raw materials, acquisitions of Chifeng
Bo-en Pharmaceutical Co., Ltd. ( 赤峰博恩藥業有限公司)
(our subsidiary), improvement on manufacturing processes
and general working capital purposes. As of the Latest
Practicable Date, all the net proceeds from the Pre-IPO
Investments had been utilized.
Strategic benefits to our
Company brought by the
Pre-IPO Investors
At the time of the Pre-IPO Investments, our Directors were
of the view that our Group could benefit from the additional
funds provided by the Pre-IPO Investors’ investments in our
Group and the knowledge and experience of the Pre-IPO
Investors.
Notes:
(1) For details relating to the number of Shares of our C ompany subscribed for by each Pre-IPO Investor and the
corresponding consideration paid by e ach Pre-IPO Investor for each round of the Pre-IPO Investments, see ‘‘—
Major Changes in Share Capital and S hareholdings’’ in this section.
(2) Calculated based on the amount of consideration p aid divided by the number of Shares subscribed for as
adjusted by capitalization of the capital reserve and the bo nus issue following relevant subscriptions by relevant
Pre-IPO investors.
(3) Calculated based on the currency translation of HK $1 to RMB0.8693 and on the Offer Price of HK$11.20, being
the mid-point of the indicative Offer Price range.
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(2) Special Rights of the Pre-IPO Investors
Historically, divestment rights, with Ms. Jing and Mr. JING Wei (the father of Ms. Jing) being
the repurchase obligors (the ‘‘ Repurchase Obligors ’’), had been granted to four former Shareholders,
namely High-tech Investment Zh iyuan, High-tech Investment Start-up, Xiaohe VC and Hejia
Jiangsheng. All such Shareholders had ceased to b e Shareholders of the Company after transferring
all of their Shares to Hainan Zhizheng, one of the C ontrolling Shareholders, before the Company’s
submission of listing application to the Stock Exc hange. Therefore, such divestment rights were
terminated upon completion of such Shares transfers.
Jiaxing Jiaci, a Pre-IPO Investor, was grant ed customary special rights, including the
information right and right to more favorable terms (the ‘‘ Most-Favored Treatment Rights ’’)
offered to other investors. Under the Most-Favor ed Treatment Rights, Jiaxing Jiaci was entitled to
the benefit of the divestment rights previously g ranted to High-tech Investment Zhiyuan, High-tech
Investment Start-up, Xiaohe VC and Hejia Jiangs heng. Pursuant to the supplemental agreement
entered into by, among others, our Company and Jiaxing Jiaci on March 4, 2025, all special rights
shall be automatically terminated on the day immediately preceding the submission of the
Company’s application for the Listing, and such spec ial rights shall not be restored unless any of the
following events occurs (whichever is the earlies t): (i) the Company’s application for the Listing is
rejected by the Stock Exchange; (ii) our Company voluntarily withdraws its application for the
Listing; or (iii) our Company voluntarily withdraw s its filing to the CSRC for its application for the
Listing.
In respect of the divestment rights granted to the four former Shareholders and the
Most-Favored Treatment Rights gr a n t e dt oJ i a x i n gJ i a c i( t h e‘ ‘Divestment Right Arrangement ’’),
no guarantee was provided by any member of the Group, and, to the best knowledge of the
Company, no side agreement had been entered into among the Group, the four former Shareholders,
the Repurchase Obligors and Jiaxing Jiaci in this regard. As the Group was not an obligor under the
Divestment Right Arrangement, no repurchase obli gation or related liability in connection with the
Divestment Right Arrangement was recognised by the Group during the Track Record Period.
Please refer to note 40 in Appendix I to this prospectus for details of the accounting treatment of the
divestment rights.
(3) Joint Sponsors’ Confirmation
On the basis that (i) the considerations for the Pre-IPO Investments are irrevocably settled
more than 28 clear days before the Company’s listing application, (ii) the special rights granted to
the Pre-IPO Investors ceased to be effective when t he Company submitted its first listing application
to the Stock Exchange, the Joint Sponsors confirm that the Pre-IPO Investments are in compliance
with Chapter 4.2 under the Guide for New Listi ng Applicants issued by the Stock Exchange.
(4) Information about Our Institutional Pre-IPO Investors
Below sets out information of our institutiona l Pre-IPO Investors. To the best knowledge of
our Directors, save as disclosed below, each of o ur institutional Pre-IPO Investors and where
applicable, their respective gener al partner(s), limited partner(s) and ultimate beneficial owner(s) is
an Independent Third Party.
1. Hanyi Cultural
Exchange
Hanyi Cultural Exchange is a limited liability company
established under the laws of the PRC and is principally
engaged in event management. As of the Latest Practicable
Date, it was held as to 50% by each of CHEN Jingyi ( 陳敬宜)a n d
CHEN Xiaohan ( 陳笑寒). CHEN Jingyi and CHEN Xiaohan are
relatives of Ms. Jing. Therefore, Hanyi Cultural Exchange, CHEN
Jingyi and CHEN Xiaohan are connected persons of our
Company pursuant to the Listing Rules.
2. Xiangyi Investment Xiangyi Investment is a limited liability company established
under the laws of the PRC and is principally engaged in equity
investments. As of the Latest Practicable Date, it was held as to
51% by WANG Lin ( 王琳)a n d4 9 %b yL UH e w e n( 盧鶴文).
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3. Chifeng Bo-en Jingtian Chifeng Bo-en Jingtian is a limited liability company established
under the laws of the PRC and is principally engaged in equity
investments. As of the Latest Practicable Date, it was held as to
70% by LIU Yongxiang ( 劉永祥) and 30% by LIU Yiming ( 劉亦
銘) (the son of LIU Yongxiang). LIU Yongxiang is a director of
our subsidiaries and therefore, Chifeng Bo-en Jingtian, LIU
Yongxiang and LIU Yiming are connected persons of our
Company pursuant to the Listing Rules.
4. YANG Kun YANG Kun is an individual investor. YANG Kun was
acquainted with Mr. YAO Xiaodong (our executive Director
and general manager) at an industry seminar in 2021.
5. Ruiqingxiang
Investment
Ruiqingxiang Investment is a lim ited partnership established
under the laws of the PRC and is a shareholding platform of
individual investors of our Company. Ruiqingxiang Investment is
managed by its general partner, XU Quanhua ( 徐全華), a
Shareholder. As of the Latest Practicable Date, Ruiqingxiang
Investment had 15 limited partners, and was held as to
approximately 25.12% by JIANG Hongtao ( 姜洪濤)a st h e
largest limited partner. JIAN G Hongtao is a relative of Ms.
Jing and the spouse of Ms. WANG Weiling ( 王維玲)( a
Shareholder), and therefore, both JIANG Hongtao and WANG
Weiling are connected persons of our Company pursuant to the
Listing Rules.
6. Jiaxing Jiaci Jiaxing Jiaci is a limited partnership established under the laws of
the PRC and is principally engage di ne q u i t yi n v e s t m e n t s .J i a x i n g
Jiaci is managed by its general partner, Guangdong Jiaci
Entrepreneurship In vestment Co., Ltd. ( 廣東省加慈創業投資有
限公司), which is ultimately controlled by WANG Chenglin ( 王成
林). As of the Latest Practicable Date, Jiaxing Jiaci had three
limited partners, and was held as to 40% by each of Shenzhen
Jiamao Emerging Industry Development Co., Ltd. ( 深圳市嘉茂新
興產業發展有限公司) (which is controlled by LIU Tao ( 劉濤)) and
Sichuan Jiadian New Energy Vehicle Technology Co., Ltd. ( 四川
省加電新能源汽車科技
有限公司) (which is controlled by WANG
Liping ( 王麗萍)) as the two largest limited partners.
7. Hanxin Pharmaceutical Hanxin Pharmaceutical is a limited liability company established
under the laws of the PRC and is principally engaged in
promotion of blood products, biological products, toxic drugs
and second-class vaccines. As of the Latest Practicable Date, it
w a sh e l da st o7 0 %b yL U OY u n f e n g(駱雲鳳)a n d3 0 %b yC H E N
Tao ( 陳濤).
8. Hailei Pharmaceutical Hailei Pharmaceutical is a limited liability company established
under the laws of the PRC, and is principally engaged in wholesale
of pharmaceuticals, medical device business and provision of
information consultancy servic es. As of the Latest Practicable
Date, it was held as to 95% by DING Honggang ( 丁紅剛)a n d5 %
by WU Suwei ( 吳蘇淮).
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9. Heli No. 7 Heli No. 7 is a limited partnership established under the laws of
the PRC and is an private equity fund managed by its general
partner, Shenzhen Heli Investment Fund Management Co., Ltd.
(深圳市合利私募股權基金管理有限公司), which is ultimately
controlled by LI Jing ( 李靜). As of the Latest Practicable Date,
Heli No. 7 was held as to 75% by Shenzhen Ruiying Hengtai
Investment Consulting Co., Ltd. ( 深圳瑞盈恒泰投資諮詢有限公
司) (which is ultimately controlled by LI Yarong ( 李雅蓉)) as the
sole limited partner.
10. Lingyao Investment Lingyao Investment is a limited par tnership established under the
l a w so ft h eP R Ca n di sp r i n c i p a l l ye n g a g e di ni n v e s t m e n t sa n d
provision of investment consultan cy services. The general partner
of Lingyao Investment is Shenzhen Jinguyuan Industrial Co., Ltd.
(深圳市金谷塬實業有限公司), which is controlled by HU Maifeng
(虎麥峰)a n dL I UL e i( 劉磊). As of the Latest Practicable Date, it
was held as to approximately 83.33% by Haikou Zhuoyirong
Trading Co., Ltd. ( 海口市卓易嶸商貿有限公司)( w h i c hi s
controlled by YAN Xianqing ( 嚴獻清)) as its sole limited partner.
PREVIOUS LISTING PLAN AND REASONS FOR LISTING ON THE STOCK EXCHANGE
In June 2024, our Company submitted an application (the ‘‘ Previous Listing Application ’’) for
listing the Shares on the NEEQ. The NEEQ issued one round of vetting comments in respect of our
Company’s application documents in relation to the P revious Listing Application, which are publicly
disclosed and comprise general questions rela ting to, among others, our Group’s operations,
financial performance, products and his torical shareholding changes (the ‘‘
NEEQ’s Comments ’’). In
August 2024, our Company voluntarily withdrew the Previous Listing Application after considering,
among other things, future business strategic po sitioning and capital planning. As of the Latest
Practicable Date, there was no material disagr eement between our Company and any professional
parties engaged for the Previous Listing Application.
On the other hand, our Directors consider that the Stock Exchange, as an internationally
recognized and reputable stock exchange, can provide us with a good platform to access the
international capital markets and expand our glo bal business, the Global Offering will provide us
with the necessary funding to increase our competitiveness by assisting us to expand our operations
and strengthen our business prospects, and the Listing on the Stock Exchange will raise our profile
and market awareness of our brand name and present us with an opportunity to further expand our
investor base. Taking into account, among others , the aforementioned factors and the long-term
business development strategies of our Group, our Directors consider the Stock Exchange to be a
more suitable venue to access international equity markets, and the Listing will be in the best
interests of our Company and our Shareholders a saw h o l e .A ss u c h ,w ed e c i d e dt os e e kal i s t i n gi n
Hong Kong and did not respond to the NEEQ’s Comments. As advised by our PRC Legal Adviser,
the Previous Listing Application and our subsequen t withdrawal of the Previous Listing Application
were not in violation of the applicable PRC law s and regulations. Pursuant to the relevant
requirements of the Stock Listing Rules of the NEEQ ( 《全國中小企業股份轉讓系統股票掛牌規則》)
and the Guideline No. 1 for the Stock Public Transfer and Listing Business of the NEEQ —
Declaration and Review ( 《全國中小企業股份轉讓系統股票公開轉讓並掛牌業務指南第1號 — 申報與
審核》), after our Company voluntarily withdrew the P revious Listing Application to the NEEQ, we
are not required to respond to the NEEQ’s Comment s, and therefore such voluntary withdrawal
does not affect our Company’s eligibility for listi ng on the Stock Exchange. Our PRC Legal Adviser
is of the view that the NEEQ’s legal-related comment s could be satisfactorily addressed if we were to
r e s p o n dt ot h eN E E Q ’ sC o m m e n t s .
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Having considered that (i) the NEEQ’s Comments w ere primarily disclosure-related comments
and standard enquiries, requesting for further details on, among others, our operations, financial
performance, products and historical shareholdin g changes; (ii) there was no material disagreement
between our Company and the professional parties involved in the Previous Listing Application; and
(iii) our PRC Legal Adviser’s view as stated above , our Directors had not foreseen any material
obstacles if we were to respond to the NEEQ’s Comments and are of the view that the NEEQ’s
Comments could be satisfactorily addressed and would not have any material adverse implications
on our suitability for listing on the Stock Exchange.
Our Directors, to the best of their knowledge, information and belief, are not aware of any
matters or findings from the Previous Listing Applic ation which have been brought to their attention
and would have a material adverse implication on t he Listing, or any matters (including but are not
limited to the NEEQ’s Comments) that might mate rially and adversely affect our Company’s
suitability for the Listing. Our Directors further con firm that, save as disclosed in this section, there
is no other matter in relation to the Previous Listing Application that needs to be brought to the
attention of the Stock Exchange and potential investors.
Based on the due diligence work performed by the Joint Sponsors, (i) nothing has come to the
attention of the Joint Sponsors that would reasonably cause the Joint Sponsors to disagree with the
above-mentioned Directors’ view in any material res pect regarding the Previous Listing Application;
and (ii) the Joint Sponsors concur with the Directors that there are no material findings indicating
that the NEEQ’s Comments would have any mater ial adverse implications to the Company’s
suitability for Listing on the Stock Exchange.
PUBLIC FLOAT AND FREE FLOAT
Public Float
The 208,562,250 Shares held by Hainan Zhizheng and Qianhai Tianzheng, representing
approximately 76.64% of our total issued share c apital as of the Latest Practicable Date, or
approximately 67.63% of our total issued share cap ital upon Listing (assuming the Over-allotment
Option is not exercised), or approximately 66. 46% of our total issued share capital (assuming the
Over-allotment Option is exercised in full), are Domestic Shares which will be converted into H
Shares and listed following the completion of the Global Offering. As Hainan Zhizheng and Qianhai
Tianzheng are our Controlling Shareholders a nd therefore, a core connected person of our
Company, the H Shares held by them will not be counted towards the public float for the purpose of
Rule 8.08 of the Listing Rules after the Listing.
The 5,070,000 Shares held by Chifeng Bo-en Jing tian, representing approximately 1.86% of our
total issued share capital as of the Latest Practicable Date, or approximately 1.64% of our total
issued share capital upon Listing (assuming the Over-allotment Option is not exercised), or
approximately 1.62% of our total issued share c apital (assuming the Over-allotment Option is
exercised in full), are Domestic Shares which will be c o n v e r t e di n t oHS h a r e sa n dl i s t e df o l l o w i n gt h e
completion of the Global Offering. As Chifeng Bo-en Jingtian is held as to 70% by Mr. LIU
Yongxiang ( 劉永祥) (a director and the general manager of our subsidiaries) and therefore, a close
associate of Mr. LIU Yongxiang and a core conn ected person of our Company, the H Shares held by
it will not be counted towards the public float for the purpose of Rule 8.08 of the Listing Rules after
the Listing.
The 3,597,419 Shares held by Huafengming Investment, representing approximately 1.32% of
our total issued share capital as of the Latest Pract icable Date, or approximately 1.17% of our total
issued share capital upon Listing (assuming the Over-allotment Option is not exercised), or
approximately 1.15% of our total issued share c apital (assuming the Over-allotment Option is
exercised in full), are Domestic Shares which will be c o n v e r t e di n t oHS h a r e sa n dl i s t e df o l l o w i n gt h e
completion of the Global Offering . Huafengming Investment is held as to approximately 49.33% by
Mr. YAO Xiaodong as one of its limited partners. Ther efore, Huafengming Investment is considered
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a close associate of Mr. YAO Xiaodong (our executive Director and general manager) and a core
connected person of our Company, and the H Shares held by it will not be counted towards the
public float for the purpose of Rule 8.08 of the Listing Rules after the Listing.
The 760,500 Shares held by Ms. ZENG Hong, representing approximately 0.28% of our total
issued share capital as of the Latest Practicable Date, or approximately 0.25% of our total issued
share capital upon Listing (assuming the Over-allo tment Option is not exercised), or approximately
0.24% of our total issued share capital (assuming th e Over-allotment Option is exercised in full), are
Domestic Shares which will be converted into H Sh ares and listed following the completion of the
Global Offering. As Ms. ZENG Hong is the spouse of Mr. YAO Xiaodong and therefore, a close
associate of Mr. YAO Xiaodong and a core connect ed person of our Company, the H Shares held by
her will not be counted towards the public float for the purpose of Rule 8.08 of the Listing Rules
after the Listing.
The 674,310 Shares held by Gangyuanhao Investment, representing approximately 0.25% of
our total issued share capital as of the Latest Pract icable Date, or approximately 0.22% of our total
issued share capital upon Listing (assuming the Over-allotment Option is not exercised), or
approximately 0.21% of our total issued share c apital (assuming the Over-allotment Option is
exercised in full), are Domestic Shares which will be c o n v e r t e di n t oHS h a r e sa n dl i s t e df o l l o w i n gt h e
completion of the Global Offering. Mr. XIAO Ying, a director and supervisor of our subsidiaries, is
the general partner and executive partner of Gan gyuanhao Investment and is responsible for its
management. Therefore, Gangyuanhao Investme nt is a close associate of Mr. XIAO Ying and a core
connected person of our Company, and the H Shares held by it will not be counted towards the
public float for the purpose of Rule 8.08 of the Listing Rules after the Listing.
The 1,287,000 Shares held by Jiaxing Jiaci, rep resenting approximately 0.47% of our total
issued share capital as of the Latest Practicable Date, or approximately 0.42% of our total issued
share capital upon Listing (assuming the Over-allo tment Option is not exercised), or approximately
0.41% of our total issued share capital (assuming th e Over-allotment Option is exercised in full), are
Domestic Shares which will not be converted into H Shares following the completion of the Global
Offering. Therefore, the Domestic Shares held by Ji axing Jiaci will not be counted towards the public
float for the purpose of Rule 8.08 of the Listing Rules after the Listing.
The 52,191,340 Shares held by Aohai Indust rial, Hanyi Cultural Exchange, Xiangyi
Investment, Tianshun Industrial, YANG Kun, Ruiqingxiang Investment, LIU Yurui, LIN Lin,
XU Qinhong, OUYANG Guishou, RONG Zhiyao, WA NG Pengjie, Hanxin Pharmaceutical, Hailei
P h a r m a c e u t i c a l ,H e l iN o .7 ,Z H A N GY i y u ,WEN Yejuan, CHEN Guangai, LU Changying,
ZHANG Zhide, MA Ying, LI Yulun, ZHANG Ruoshi, LONG Yehong, DAI Yujian, Lingyao
Investment, ZHU Luwen, LUO Qian, LI Xiaoying, LU Ruiheng, SONG Hongxia, WEN Anhua,
WU Hao, WU Hong, WU Jianying, ZHU Guiju, XU Quanhua, GUO Lihong, HE Qunhua, WANG
Weiling and YU Xiaoyan, representing approximate ly 19.18% of our total issued share capital as of
the Latest Practicable Date, or approximately 16. 92% of our total issued share capital upon Listing
(assuming the Over-allotment Option is not exerci sed), or approximately 16.63% of our total issued
share capital (assuming the Over-allotment Optio n is exercised in full), are Domestic Shares which
will be converted into H Shares and listed followi ng the completion of the Global Offering. As these
entities/individuals will not be core connected persons of our Company upon Listing, are not
accustomed to take instructions from core conn ected persons of our Company 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 core connected persons of our Company, the H Shares held by
them will be counted towards the public float for the purpose of Rule 8.08 of the Listing Rules after
the Listing.
Immediately upon the completion of the Glo bal Offering, assuming that (i) 36,234,500 H
Shares are allotted and issued in the Global Offering ; (ii) the Over-allotment Option is not exercised;
(iii) 270,855,819 Domestic Share s are converted into H Shares; and (iv) 308,377,319 Shares are issued
and outstanding in the share capital of our Company upon completion of the Global Offering,
88,425,840 Shares, representing approximately 28.67% of our total issued share capital, will be
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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counted towards the public float for the purpose of Rule 8.08 of the Listing Rules, which is higher
than the prescribed percentage of H Shares required to be held in public hands of 25% with the
expected market value at the time of listing not exceeding HK$6,000,000,000 under Rule 8.08(1)
(based on the minimum Offer Price of HK$9.33 per H Share, mid-point Offer Price of HK$11.20 per
H Share, and maximum Offer Price of HK$13.06 per H Share). Therefore, our Company will be able
to meet the minimum public float requirements under Rule 8.08 (as amended and replaced by Rule
19A.13A) of the Listing Rules.
Free Float
Rule 19A.13C of the Listing Rules provides that, where a new applicant is a PRC issuer with no
other listed shares at the time of listing, this will normally mean that the portion of H shares for
which listing is sought that are held by the public and not subject to any disposal restrictions
(whether under contract, the Listi ng Rules, applicable laws or otherwise), at the time of listing, must:
(a) represent at least 10% of the total number of i ssued 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.
Based on minimum Offer Price of HK$9.33 per H Sh are, our Company believes that there will
be a free and open market for its Shares immediately upon the completion of the Global Offering in
compliance with the free float requirement under Rule 19A.13C of the Listing Rules.
CAPITALIZATION OF OUR COMPANY
The table below is a summary of the capitaliz ation of our Company as of the date of this
prospectus and the Listing Date (assuming the Over-allotment Option is not exercised):
As of the date of this
prospectus
As of the Listing Date (assuming the Over-allotment
Option is not exercised)
Shareholder
Number of
Domestic
Shares
Approximate
ownership
percentage in
total issued
share capital
Number of
H Shares
Approximate
ownership
percentage in
H Shares
Total number
of Shares
Approximate
ownership
percentage in
total issued
share capital
Qianhai Tianzheng 203,687,250 74.85% 203,687,250 66.33% 203,687,250 66.05%
Aohai Industrial* 12,675,000 4.66% 12,675,000 4.13% 12,675,000 4.11%
Hanyi Cultural Exchange* 12,675,000 4.66% 12,675,000 4.13% 12,675,000 4.11%
Xiangyi Investment* 6,337,500 2.33% 6,337,500 2.06% 6,337,500 2.06%
Chifeng Bo-en Jingtian 5,070,000 1.86% 5,070,000 1.65% 5,070,000 1.64%
Hainan Zhizheng 4,875,000 1.79% 4,875,000 1.59% 4,875,000 1.58%
Tianshun Industrial* 4,563,000 1.68% 4,563,000 1.49% 4,563,000 1.48%
Huafengming Investment 3,597,419 1.32% 3,597,419 1.17% 3,597,419 1.17%
YANG Kun* 3,315,000 1.22% 3,315,000 1.08% 3,315,000 1.07%
Ruiqingxiang Investment* 2,125,090 0.78% 2,125,090 0.69% 2,125,090 0.69%
Jiaxing Jiaci 1,287,000 0.47% — — 1,287,000 0.42%
LIU Yurui* 1,014,000 0.37% 1,014,000 0.33% 1,014,000 0.33%
LIN Lin* 975,000 0.36% 975,000 0.32% 975,000 0.32%
XU Qinhong* 780,000 0.29% 780,000 0.25% 780,000 0.25%
ZENG Hong 760,500 0.28% 760,500 0.25% 760,500 0.25%
Gangyuanhao Investment 674,310 0.25% 674,310 0.22% 674,310 0.22%
OUYANG Guishou* 585,000 0.21% 585,000 0.19% 585,000 0.19%
RONG Zhiyao* 585,000 0.21% 585,000 0.19% 585,000 0.19%
WANG Pengjie* 585,000 0.21% 585,000 0.19% 585,000 0.19%
Hanxin Pharmaceutical* 507,000 0.19% 507,000 0.17% 507,000 0.16%
Hailei Pharmaceutical* 507,000 0.19% 507,000 0.17% 507,000 0.16%
Heli No. 7* 507,000 0.19% 507,000 0.17% 507,000 0.16%
ZHANG Yiyu* 468,000 0.17% 468,000 0.15% 468,000 0.15%
WEN Yejuan* 429,000 0.16% 429,000 0.14% 429,000 0.14%
CHEN Guangai* 390,000 0.14% 390,000 0.13% 390,000 0.13%
LU Changying* 390,000 0.14% 390,000 0.13% 390,000 0.13%
ZHANG Zhide* 390,000 0.14% 390,000 0.13% 390,000 0.13%
MA Ying* 292,500 0.11% 292,500 0.10% 292,500 0.09%
LI Yulun* 195,000 0.07% 195,000 0.06% 195,000 0.06%
ZHANG Ruoshi* 195,000 0.07% 195,000 0.06% 195,000 0.06%
LONG Yehong* 195,000 0.07% 195,000 0.06% 195,000 0.06%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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As of the date of this
prospectus
As of the Listing Date (assuming the Over-allotment
Option is not exercised)
Shareholder
Number of
Domestic
Shares
Approximate
ownership
percentage in
total issued
share capital
Number of
H Shares
Approximate
ownership
percentage in
H Shares
Total number
of Shares
Approximate
ownership
percentage in
total issued
share capital
DAI Yujian* 195,000 0.07% 195,000 0.06% 195,000 0.06%
Lingyao Investment* 136,500 0.05% 136,500 0.04% 136,500 0.04%
ZHU Luwen* 117,000 0.04% 117,000 0.04% 117,000 0.04%
LUO Qian* 117,000 0.04% 117,000 0.04% 117,000 0.04%
LI Xiaoying* 97,500 0.04% 97,500 0.03% 97,500 0.03%
LU Ruiheng* 97,500 0.04% 97,500 0.03% 97,500 0.03%
SONG Hongxia* 97,500 0.04% 97,500 0.03% 97,500 0.03%
WEN Anhua* 97,500 0.04% 97,500 0.03% 97,500 0.03%
WU Hao* 97,500 0.04% 97,500 0.03% 97,500 0.03%
WU Hong* 97,500 0.04% 97,500 0.03% 97,500 0.03%
WU Jianying* 97,500 0.04% 97,500 0.03% 97,500 0.03%
ZHU Guiju* 97,500 0.04% 97,500 0.03% 97,500 0.03%
XU Quanhua* 39,000 0.01% 39,000 0.01% 39,000 0.01%
GUO Lihong* 39,000 0.01% 39,000 0.01% 39,000 0.01%
HE Qunhua* 39,000 0.01% 39,000 0.01% 39,000 0.01%
WANG Weiling* 29,250 0.01% 29,250 0.01% 29,250 0.01%
YU Xiaoyan* 19,500 0.01% 19,500 0.01% 19,500 0.01%
Other investors taking part in
the Global Offering* — — 36,234,500 11.80% 36,234,500 11.75%
Total 272,142,819 100% 307,090,319 100% 308,377,319 100%
* the H Shares held by these Shareholders upon Listing will be counted towards the public float for the purpose of Rule
8.08 of the Listing Rules
CORPORATE STRUCTURE IMMEDIATELY BEFORE COMPLETION OF THE GLOBAL
OFFERING
The chart below sets out the shareholding s tructure of our Company immediately before
completion of the Global Offering:
Hainan Zhizheng (1)
100%
74.85% 1.79%
Qianhai
Tianzheng (1)
Jiangsheng (Hainan)
Biotechnology Co., Ltd.
(Ҧ
ʮ̡)
(PRC)
Jiangsheng (Shenzhen)
Biotechnology R&D
Center Co., Ltd.
(Ҧஔ
ʮ̡)
(PRC)
Chifeng Bo-en
Pharmaceutical Co., Ltd.
(ʮ̡ )
(PRC)
Gaotai County Tianhong
Biochemical Technology
Development Co., Ltd.
(Ҧ
ப΂ʮ̡)
(PRC)
Hainan
Pharmaceutical Research
Institute Co., Ltd.
(ה
ப΂ʮ̡)
(PRC)
Our Company
(PRC)
100% 100% 100% 100%
Jiangxi Tianzheng
Biotechnology Co., Ltd.
(Ҧ
ʮ̡)
(PRC)
Chifeng Bo-en
Pharmaceutical
Operation Co., Ltd.
(ᖹุ຾ᐄ
ʮ̡)
(PRC)
Gaotai County Tianhong
Sand Grass Industry
Development Co., Ltd.
( ৷̨ጤ˂ᒿӍণପ
ப΂ʮ̡)
(PRC)
100% 100% 100%
100%
4.66% 4.66% 2.33% 1.86% 1.68% 1.32% 1.22% 5.11%
Aohai
Industrial (2)
Hanyi
Cultural
Exchange (3)
Xiangyi
Investment (4)
Chifeng
Bo-en
Jingtian (5)
Tianshun
Industrial (6)
Huafengming
Investment (7)
YANG
Kun(8)
0.28%
ZENG
Hong(9)
0.25%
Gangyuanhao
Investment (10)
Other 37
Shareholders (11)
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 3 5–


--- page 145 ---
Notes:
(1) Hainan Zhizheng is a limited liability company estab lished under the laws of the PRC, and was held as to 99% by
Ms. Jing and 1% by Ms. JING Ruihua (the sister of Ms. Jing and our executive Director) as of the Latest
Practicable Date. Ms. JING Ruihua has entrusted all th e voting rights attached to her 1% equity interests in
Hainan Zhizheng to Ms. Jing and does not otherwise hold any position in or exercise management control of
Hainan Zhizheng. Qianhai Tianzheng i s a limited liability company establ ished under the laws of the PRC, and
was wholly owned by Hainan Zhizheng as of the Latest Prac ticable Date. For details re lating to Hainan Zhizheng
and Qianhai Tianzheng, see ‘‘Rel ationship with Our Controlling S hareholders’’ in this prospectus.
(2) Aohai Industrial is a limited liabilit y company established under the law s of the PRC, and was held as to 80% by
Chengdu Shizhi and 20% by LUO Jiangtao as of the Latest P racticable Date. Each of Aohai Industrial, Chengdu
Shizhi and LUO Jiangtao is an Independent Third Party.
(3) Hanyi Cultural Exchange is a limit ed liability company established under the laws of the PRC, and was held as to
50% by each of CHEN Jingyi and CHEN Xiaohan as of the Latest Practicable Date. CHEN Jingyi and CHEN
Xiaohan are relatives of Ms. Jing. T herefore, Hanyi Cultural Exchange, CHEN Jingyi and CHEN Xiaohan are
connected persons of our Company pursuant to the Listing Rules.
(4) Xiangyi Investment is a limited lia bility company establishe d under the laws of the PRC, and was held as to 51%
by WANG Lin and 49% by LU Hewen as of the Latest Practicable Date. Each of Xiangyi Investment, WANG
Lin and LU Hewen is an Independent Third Party.
(5) Chifeng Bo-en Jingtian is a limited liability company established under the laws of the PRC, and was held as to
70% by LIU Yongxiang and 30% by LIU Yiming (the son of LIU Yongxiang) as of the Latest Practicable Date.
LIU Yongxiang is a director of our subsidiaries, and therefore, Chifeng Bo-en Jingtian, LIU Yongxiang and LIU
Yiming are connected persons of our Company pursuant to the Listing Rules.
(6) Tianshun Industrial is a limited liability company es tablished under the laws of the PRC, and was held as to
approximately 76.75% by Fengqi Anhua and approximat ely 23.25% by four other minority shareholders each
holding less than 15% equity interests as of the Latest Practicable Date. Fengqi Anhua is controlled by WEN
Shengru, the spouse of Mr. Jing. Therefore, Tianshun Industrial, Fengqi Anhua and WEN Shengru are
connected persons of our Company pursuant to the Listing Rules.
(7) Huafengming Investment is a limited partners hip established in the PRC and is one of our Employee
Shareholding Platforms. For details, See ‘‘— Emp loyee Shareholding Platforms’’ in this section.
(8) YANG Kun is an Independent Third Party.
(9) ZENG Hong is the spouse of YAO Xiaodong (our executive Director and general manager and therefore, a
connected person of our Company pursuant to the Listing Rules).
(10) Gangyuanhao Investment is a limited partners hip established in the PRC and is one of our Employee
Shareholding Platforms. For details, See ‘‘— Emp loyee Shareholding Platforms’’ in this section.
(11) Other 37 Shareholders include Ruiqingxiang Investment, Jiaxing Jiaci, LIU Yurui, LIN Lin, XU Qinhong,
OUYANG Guishou, RONG Zhiyao, WANG Pengjie, Hanxin Ph armaceutical, Hailei Pha rmaceutical, Heli No.
7, ZHANG Yiyu, WEN Yejuan, CHEN Guangai, LU Changying, ZHANG Zhide, MA Ying, LI Yulun, ZHANG
Ruoshi, LONG Yehong, DAI Yujian, Lingyao Investment, ZHU Luwen, LUO Qian, LI Xiaoying, LU Ruiheng,
SONG Hongxia, WEN Anhua, WU Hao, WU Hong, WU Jianying, ZHU Guiju, XU Quanhua, GUO Lihong,
HE Qunhua, WANG Weiling and YU Xiaoyan . For further details relating to Ruiqingxiang Investment, Jiaxing
Jiaci, Hanxin Pharmaceutical, Hailei Pharmaceutica l, Heli No. 7 and Lingyao Investment, see ‘‘— The Pre-IPO
Investments — (4) Information about Our Institutional P re-IPO Investors’’ in thi s section. Further, WANG
Weiling, SONG Hongxia, WEN Anhua and HE Qunhua are relatives of Ms. Jing and therefore, connected
persons of our Company pursuant to the Listing Rules. Save as disclosed in this section, each of such 37
Shareholders is an Independent Third Party.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 3 6–


--- page 146 ---
CORPORATE STRUCTURE IMMEDIATELY FOLLOWING COMPLETION OF THE
GLOBAL OFFERING
The chart below sets out the shareholding str ucture of our Company immediately following
completion of the Global Offering (assuming the Over-allotment Option is not exercised):
Hainan Zhizheng (1)
100%
Jiangsheng (Hainan)
Biotechnology Co., Ltd.
(Ҧ
ʮ̡)
(PRC)
Jiangsheng (Shenzhen)
Biotechnology R&D
Center Co., Ltd.
(Ҧஔ
ʮ̡)
(PRC)
Chifeng Bo-en
Pharmaceutical Co., Ltd.
(ʮ̡)
(PRC)
Gaotai County Tianhong
Biochemical Technology
Development Co., Ltd.
(Ҧ
ப΂ʮ̡)
(PRC)
Hainan
Pharmaceutical Research
Institute Co., Ltd.
(ה
ப΂ʮ̡)
(PRC)
Our Company
(PRC)
100% 100% 100% 100%
Jiangxi Tianzheng
Biotechnology Co., Ltd.
(Ҧ
ʮ̡)
(PRC)
Chifeng Bo-en
Pharmaceutical
Operation Co., Ltd.
(ᖹุ຾ᐄ
ʮ̡)
(PRC)
Gaotai County Tianhong
Sand Grass Industry
Development Co., Ltd.
(৷̨ጤ˂ᒿӍণପ
ப΂ʮ̡)
(PRC)
100% 100% 100%
100%
66.05% 1.58% 4.11% 4.11% 2.06% 1.64% 1.48% 1.17% 1.07% 4.51%
Qianhai
Tianzheng (1)
Aohai
Industrial (2)
Hanyi
Cultural
Exchange (3)
Xiangyi
Investment (4)
Chifeng
Bo-en
Jingtian (5)
Tianshun
Industrial (6)
Huafengming
Investment (7)
YANG
Kun(8)
0.25%
ZENG
Hong(9)
0.22%
Gangyuanhao
Investment (10)
Other 37
Shareholders (11)
11.75%
Other public
Shareholders
Note: See the notes to ‘‘— Corporate Structure Immediately Before Completion of the Global Offering’’ in this
section.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 3 7–


--- page 147 ---
OVERVIEW
We are the largest provider and exporter of Human TAT in China and a fully integrated
antiserum platform company. An tiserum refers to a class of biological products that contain
immunoglobulins (also known as antib odies) or immunoglobulin F(ab’) 2 fragments and are prepared
from immunized plasma. It is used to provide immed iate protection and treatment against various
critical medical conditions, including tetanus, snakebite envenoming and rabies, which require
immediate intervention to neutralize pathogens or toxins and save lives. The Chinese and global
human antiserum markets are large with significant growth potential. Accord ing to Frost & Sullivan,
the global human antiserum market increased from US$281.8 million in 2020 to US$437.6 million in
2025, and is expected to continue to increase to U S$1,399.9 million in 203 0 and US$2,860.7 million
in 2035. The human antiserum market in China increased from US$50.2 million in 2020 to US$64.2
million in 2025, and is expected to continue to in crease to US$190.2 million in 2030 and US$440.5
million in 2035.
We are the largest Human TAT provider in China and globally, with a market share of 65.8%
and 45.8%, respectively, in terms of sales volu me in 2025, according to Frost & Sullivan. Tetanus
antitoxin is an antiserum that prov ides immediate protection and trea tment against tetanus infection
by neutralizing the toxin produced by Clostridium tetani , the bacterium responsible for tetanus. Our
total sales volume of Human TAT in 2025 was 29.9 million units, with 13.5 million units sold in
China and 16.4 million units exported to overseas markets. We have consistently dominated the
Human TAT market in China, maintaining a marke t share of above 50% for 19 consecutive years,
according to Frost & Sullivan. During the Track Record Period, our Human TAT has been exported
to more than 30 countries and regions in Asia and Africa, accounting for nearly 100% of China’s
export volume. We are the largest Human TAT prov ider in the Philippines and Egypt, with market
shares of around 90% in terms of sales volu me in 2025, according t o Frost & Sullivan.
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We have built a synergistic portfolio of human and veterinary pharmaceutical products. In addition to Human TAT, our existing products
include veterinary tetanus antitoxin and PMSG which are poised for market launch upon completion of re-registration of marketing approvals.
We have also built a diversified pipeline targeting various market segm ents, including a series of human snake antivenoms, equine rabies
immunoglobulin F(ab’)
2, and a variety of veterinary anti-infective drugs. The following chart summarizes the development status of our major
existing products and product candidat es as of the Latest Practicable Date:
Product
For Human Use
Human tetanus antitoxin
Agkistrodon halys
antivenom
Agkistrodon acutus
antivenom
Polyvalent snake
antivenom
Equine rabies
immunoglobulin F(ab’)2
Veterinary tetanus
antitoxin(2)
PMSG(2)
Bursal peptide injection(3)
Pig spleen transfer factor(3)
Recombinant porcine
interferon α(3)
Antiserum product
Antiserum product
Antiserum product
Antiserum product
Antiserum product
Antiserum product
Serum-derived
product
Anti-infective drug
Anti-infective drug
Anti-infective drug
For Human Use For Veterinary Use
Tetanus infection
Agkistrodon halys venom infection
Agkistrodon acutus venom
infection
Multiple types of
snake venom infections
Rabies virus infection
Animal tetanus infection
Promotion of livestock follicular
development and breeding
management
Enhancement of humoral immune
function in pigs and chickens
Enhancement of cellular immune
function in pigs
Porcine transmissible
gastroenteritis
Internally-
developed
Internally-
developed
Internally-
developed
Internally-
developed
Internally-
developed
Internally-
developed
Internally-
developed
Licensed-in
Licensed-in
Licensed-in China, MOA
China, MOA
China, MOA
China, MOA
China, MOA
China, NMPA
China, NMPA
China, NMPA
China, NMPA
China, NMPA(4)
Phase I clinical completed
Phase I clinical trial ongoing since December 2025
Process research ongoing
Process research ongoing
Initiate Phase II clinical trial
in June 2026
/
Complete Phase I clinical trial
in June 2026
Complete process research
in 2027
Complete process research
in 2027
Obtain marketing
approval in June 2026
Obtain new veterinary drug
certificate in July 2026
Market launch in Q4 2026
Submit new veterinary drug
application in September 2026
For Veterinary Use
Type Indication
Internally
developed/
Licensed-in
Process
Research
Preclinical/
IND Clinical(1)
Application/
Reregistration for
Marketing Approval
Marketing Approval Upcoming Milestone
Global
Global
Global
Global
Global
Global
Global
Global
Global
Global
Commercial Rights
Targeted Jurisdictions
and
Competent Authorities
Marketing approval obtained and commercialized
NVDA filed
Marketing approval obtained in September 2025
Preparation for NVDA
Re-registration application submitted
Re-registration application approved in March 2026 Market launch in July 2026
Abbreviations: NMPA = the National Medical Products Administration of the PRC ( 中華人民共和國國家藥品監督管理局), the successor to the China Food and Drug
Administration ( 國家食品藥品監督管理總局); MOA = Ministry of Agriculture and Rural Affairs of the PRC ( 中華人民共和國農業農村部); NVDA = new veterinary drug
application.
Notes:
(1) Development of human pharmaceutical products typically progresses th rough multiple phases (generally from Phase I to Phase III) of clinical tri als before new drug
application (‘‘NDA’’) submissions, while the development process of biological veterinary pharmaceutical products does not necessarily need to go through Phase I to
Phase III clinical trials and therefore offers veterinary dr ug developers more flexibilit y in clinical trial designs.
(2) Our veterinary TAT and PMSG, as well as certain hormonal pharmaceutical drugs designed to complement or support PMSG treatments, are poised for ma rket launch
upon completion of re-registration of marketing approvals. Chifeng Bo-en Pharmaceutical, which became our subsidiary in 2020, obtained marketing approvals in
China for veterinary TAT and PMSG in 2018, which expired in 2023. Following th e acquisition, we decided to redesign the veterinary drug manufacturing facility in
Chifeng with technological upgrades and process improvements, which are necessary to comply with certain more stringent quality standards require db yt h el a t e s t
version Chinese Veterinary Pharmacopoeia issue d by the Ministry of Agriculture and Rural Affairs of the PRC in 2020. As a result, the production has be en suspended
since early 2021, and the marketing approvals were not renewed upon expirati on. We had submitted re-registration application for veterinary TAT in C hina and expect
to receive the approval in June 2026. We received the re-registration approval for PMSG in March 2026.
(3) We have in-licensed the manufacturing a nd commercialization rights to these pro duct candidates on a non-exclusive basis.
(4) In addition to the domestic sales, our Human TAT has been exported to more than 30 countries and regions in Asia an dA f r i c ad u r i n gt h eT r a c kR e c o r dP e riod.
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We are one of the few antiserum companies in China and globally to achieve full-industry-chain
integration, according to Frost & Sullivan, with end -to-end capabilities spanning the entire industry
value chain — from animal farming and breeding, antigen development and testing, host animal
immunization, immunized plasma collection to antib ody purification and formulation. Our animal
immunization and antiserum prepar ation processes are underscored by a comprehensive technology
platform, which integrates advanced purificati on and formulation technologies and allows us to
maintain high technical barriers and ensures the qu ality and efficacy of our products. According to
Frost & Sullivan, we are the only company glob ally to use recombinant protein, mRNA and
serum-free antigens to develop antiserum products. On the forefront of quality improvement and
technological upgrade of the antiserum industry, we are the first and only company in China to
introduce preservative-free packaging and Pasteur virus removal/inactivation technology for Human
TAT, according to Frost & Sullivan.
We have the largest equine breeding and immuni zed plasma collection facility operated in
accordance with the GMP standard in China, ensuri n gas t a b l es u p p l yo fh i g h - q u a l i t yr a wm a t e r i a l s
for our antiserum and serum-derived products. We have established in-house manufacturing
facilities for human and veterinary pharmaceutica l products to ensure scalability, quality, and cost
efficiency.
The following map illustrates the geographical d istribution of our key production facilities and
operational bases as of December 31, 2025 :
Gansu Ñ Zhangye
Horse breeding and plasma collection
Inner Mongolia Ñ Chifeng
Production of veterinary pharmaceutical products
Jiangxi Ñ Ji’an
Production of human pharmaceutical products
Shenzhen
R&D center (under construction)
Hainan
Provision of technical services for
pharmaceutical R&D
South China Sea
We maintain a global sales and distribution net work, including a comprehensive distribution
network in China that spans provincial, city, and county levels. This network ensures broad market
coverage and efficient delivery of our products to over 27,000 medical institutions, including over
1,700 tertiary medical institutions. In addition, our Human TAT, as included in Part A of the NRDL
(國家甲類醫保品種), the National Essential Drug List ( 國家基本藥目錄) and National Emergency
and Rescue Drugs Directory ( 國家急（搶）救藥品目錄), enjoys high market recognition, benefiting
from the advantage of full medical insurance reimbursement.
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During the Track Record Period, our business experienced strong growth. Our total revenue
increased from RMB198.0 million in 2023 to RMB235.4 million in 2025. Our profit for the year also
surged from RMB55.5 million in 2023 to RMB 94.8 million in 2025. We have consistently
outperformed the market and outpaced the growt h rate of the Human TAT market in China during
the Track Record Period, primarily due to (i) the winning of bids of our Human TAT in the VBP
schemes which provided a high deg ree of transparency and certaint y in sales volume and enhanced
our bargaining power with distributors; and (ii) our stable and efficient in-house sales and marketing
team complemented by a highly responsive marke t feedback mechanism, which enabled us to adapt
to evolving market dynamics and remain competit ive in the market. We plan to further solidify our
leadership position in the Human TAT market, rapidly advance the development of our human
antiserum product pipeline, accelerate the devel opment and market penetration of our veterinary
pharmaceutical products, further optimize our technologies and processes to enhance product
quality and efficacy, and further enhance our fu ll-industry-chain capabilities, maximizing our
potential for growth and innovation. Leveraging our extensive technological advantages across the
entire industry chain, we aim to establish a stro ng presence as an antiserum platform company and
to develop pharmaceutical products tha t address unmet medical needs globally.
OUR COMPETITIVE STRENGTHS
A fully integrated antiserum platform company, driven by a synergistic portfolio of human and
veterinary pharmaceutical products and well-positioned to capture significant global market
opportunities
The history of our Group can be tracked ba ck to 1969 when Jiangxi Branch of Shanghai
Institute of Biological Products ( 上海生物製品研究所江西分所)w a se s t a b l i s h e di nJ i a n g x i .I n1 9 9 7 ,
Jiangxi Institute of Biological Products ( 江西生物製品研究所), to which the history of our Group
can be traced back, obtained the marketing approval for Human TAT from the relevant government
authority in China.
We are the largest Human TAT provider in China and globally, with a market share of 65.8%
and 45.8%, respectively, in terms of sales volu me in 2025, according to Frost & Sullivan. In 2025,
our total sales volume of Human TAT were 29.9 million units, comprising 13.5 million units sold in
China and 16.4 million units exported to overseas markets. We have consistently dominated the
Human TAT market in China, maintaining a marke t share of above 50% for 19 consecutive years,
according to Frost & Sullivan. In addition to bei ng a top market player in China, we ranked the first
in terms of export volume of Human TAT in 2025 among China-based pharmaceutical companies.
During the Track Record Period, our Human TAT was exported to more than 30 countries and
regions in Asia and Africa, accounting for nearly 100% of China’s export volume during the relevant
year. We are the largest Human TAT provider in th e Philippines and Egypt, with market shares of
around 90% in terms of sales volume in 2025, according to Frost & Sullivan.
Antiserum is used to provide passive immunity p rotection and treatment, a medical practice
characterized by patients receiving pre-formed antibodies from an external source rather than
producing them through their own immune systems, against a variety of viral infections, bacterial
and bacterial toxin infections and b io-toxicosis. The use of antiserum products is well-established for
various critical medical conditions, including tetanus, snakebite envenoming and rabies. These
diseases continue to pose significant public health challenges, especially in developing countries and
regions where healthcare resources are relatively limited. The Chinese and global human antiserum
markets are large with significant growth potential.
Tetanus is a serious infectious disease of the nervous system caused by a toxin-producing
bacterium with mortality rate of 30.4% and 41.5% , respectively, in China and globally in 2025,
according to Frost & Sullivan, evidencing signifi cant needs for effective immunization solutions.
Globally, the incidence of tetanus-prone woun ds increased from 574.2 million in 2020 to 625.1
million in 2025, and is expected to continue to in crease to 704.3 million in 2035. The incidence of
tetanus-prone wounds in Chin a increased from 85.5 million in 2020 to 94.7 million in 2025, and is
expected to continue to increase to 97.4 million i n 2035. Patients with tetanus-prone wounds are
BUSINESS
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recommended to receive tetanus passive immunity products for immediate protection. The tetanus
passive immunity market has exhib ited robust growth momentum. Ac cording to Frost & Sullivan,
the global tetanus passive immunity market in creased from US$222.5 million in 2020 to US$325.4
million in 2025, and is expected to continue to incr ease to US$626.2 million i n 2030 and US$1,058.6
million in 2035. The tetanus passive immunity mark et in China increased from US$162.0 million in
2020 to US$224.4 million in 2025, a nd is forecasted to continue to increase to US$272.2 million in
2030 and US$344.0 million in 2035. The tetanus passive immunity market is segmented into
polyclonal antibodies and monoclonal antibodies, while polyclonal antibodies can be further
categorized into equine plasma-derived polyclonal antibodies (namely, Human TAT and Equine
Tetanus Immunoglobulin F(ab’)
2) and human plasma-derived polyclonal antibodies (namely,
HTIG). Polyclonal antibodies contain a mixture of antibodies that bind multiple epitopes on an
antigen, and monoclonal antibodies contain identi cal antibodies that bind a single, specific epitope
on an antigen, and are produced by a single clone of B-cells. Human TAT is the most widely utilized
tetanus passive immunity product and occupies a sig nificant share of the market. According to Frost
& Sullivan, the global Human TAT market incr eased from US$60.1 million in 2020 to US$95.1
million in 2025, and is expected to continue to in crease to US$242.8 million in 2030 and US$439.5
million in 2035. The Human TAT market in China increased from US$21.8 million in 2020 to
US$34.4 million in 2025, and is expected to contin ue to increase to US$41.0 million in 2030 and
US$61.2 million in 2035. We are also the largest p rovider of human tetanus passive immunity
products in China, with our sales volume of Human TAT in 2025 accounting for 41.1% of the
market, according to Frost & Sullivan.
We believe that equine plasma-derived polycl onal antibodies offer various advantages,
including (i) broad-spectrum potential to ta rget a wide range of antigens while reducing
susceptibility to resistance and minimizing the ri sk of immune escape, (ii) fewer ethical and safety
concerns (such as the risk of infectious disease tra nsmission) associated with human plasma-derived
products, (iii) lower production c osts and greater econ omic accessibility, facilitating scalable
manufacturing and reducing the financial burden on patients and healthcare systems, and (iv) a short
development cycle, making them well-suited for r apid responses to unanticipated public health
emergencies caused by infectious diseases.
We are one of the few antiserum companies in China and globally to achieve full-industry-chain
integration. Our full-industry-c hain capabilities allow us to achieve reliable quality and cost control
and ensure stable and timely supply. By strategic ally focusing on the expansive global antiserum
market and leveraging our extensive technologica l advantages across the entire industry chain, we
aim to establish a strong presence as an antiserum p latform company and to develop pharmaceutical
products that address unmet medical needs globally.
Meanwhile, we have a number of veterinary pharmaceutical products that are poised for
market launch upon completion of re-registration of marketing approvals. We anticipate that our
portfolio of human and veterinary pharmaceutical products will drive rapid growth in our business.
For example, our veterinary tetanus antitoxin is anticipated to be launched in July 2026. According
to Frost & Sullivan, the veterinary tetanus antito xin market is expected to grow from US$2.3 million
in China and US$37.3 million globally in 2025 to U S$11.2 million and US$88.9 million in 2030,
which is further forecasted to reach US$35.2 million in China and US$136.7 million globally in 2035.
As of the Latest Practicable Date, only four companies had obtained marketing approvals from the
Ministry of Agriculture in China for veterinary tetanus antitoxin. In addition, we aim to launch our
PMSG in July 2026 and will also explore various ex port markets. PMSG is a glycoprotein hormone
derived from the serum of pregnant mares and h as been widely used to enhance reproductive
performance and management of livestock. Accord ing to Frost & Sullivan, the global veterinary
PMSG market is expected to increase from US $265.9 million in 2025 to US$335.6 million in 2030
and US$405.3 million in 2035. The veterinary PMSG m arket in China is expected to increase from
US$75.7 million in 2025 to US$104.5 million in 2030 and US$146.2 million in 2035. Currently, the
global PMSG market is dominated by a few large-scal e multi-national enterprises. As of the Latest
Practicable Date, there were nine approved manuf acturers of PMSG APIs in China. The production
of PMSG API requires high technical standards, whereas the PMSG formulations are typically
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produced by combining the API with excipients, an d therefore are less technically demanding. Our
PMSG API has a high purity with biological poten cy of over 2,000 IU/mg, meeting the stringent
standards set by the latest veterinary pharmacopoeia in both China and the European Union.
According to Frost & Sullivan, t he global veterinary drug market is expected to increase from
US$53.8 billion in 2025 to US$82. 1 billion in 2030 and US$128.1 billion i n 2035. The veterinary drug
market in China is expected to increase from U S$10.9 billion in 2025 to US$16.2 billion in 2030 and
US$23.8 billion in 2035. Despite the significant gro wth, the veterinary pharmaceutical market faces
significant challenges, particularly the growing c oncerns for antibiotic re sistance in the livestock
industry. The presence of antibiotic residues in animal-derived food products poses series risks to
public health, as prolonged exposure can contr ibute to bacterial resistance, reducing the
effectiveness of antibiotics in both human and ve terinary medicine. In response, the WHO and the
PRC government have implemented regulations a nd policies to restrict or ban the use of certain
traditional veterinary antibiotics in animal husba ndry. The implementation of these regulations and
policies has created huge unmet needs for anti-infective and immunity-enhancing alternatives. We
believe that we are positioned to address these cha llenges and to capture substantial market shares.
A differentiated pipeline of human and veterinary pharmaceutical product candidates targeting growing
market segments, creating significant opportunities for revenue growth
With our extensive experience and deep expertis e in human antiserum products and leveraging
our full-industry-chain capabilit ies, we have built a differentiated p ipeline of human and veterinary
pharmaceutical product candidates targeting critical unmet needs. Sp ecifically, we are expanding our
portfolio of human antiserum products and are developing snakebite antivenoms and equine rabies
immunoglobulin F(ab’)
2. In addition, we have in-licensed the manufacturing and commercialization
rights to a pipeline of veterinary anti-infective d rugs. These product candidates target to capture
significant blue-ocean market opportunities, cre ating new growth opportunities for our business.
Snake Antivenom Candidates
Snakebite is a neglected public health issue in many tropical and subtropical countries, most
commonly in Southeast Asia, A frica and Latin America. Acco rding to Frost & Sullivan, the
incidence of venomous snakebites globally an d in China in 2025 was 2.7 million and 0.28 million,
respectively. Bites by venomous snakes have severe negative consequences as it may cause permanent
disfigurement and/or disabilities, including limb amputations, and even deaths, according to Frost &
Sullivan. The WHO has recognized snake antivenom s as the only effective treatment to prevent or
reverse most of the venomous effects of snakebites and have included snake antivenoms in the WHO
Model List of Essential Medicines. However, th e antivenom market in China is significantly
underserved, presenting substantial opportunities for our product candidates to make a meaningful
impact. If calculated based on the WHO’s recommended dosage of four to six vials per person, the
overall annual market demand in China ranges fr om 1.2 to 1.8 million vials and there is a market gap
of over 1 million vials. With the growing awareness ab out snakebites and the increasing recognition
of the importance of antivenom in managing snake envenoming, the snake antivenom market is
expected to witness significant growth in the com ing years. According to Frost & Sullivan, the global
antivenom market is forecasted to increase f rom US$234.1 million in 2025 to US$853.5 million in
2035, and the snake antivenom market in China is e xpected to increase from US$23.4 million in 2025
to US$100.0 million in 2030 and US$190.4 million in 2035.
We have a series of human snake antivenoms under development, including our agkistrodon
halys antivenom, agkistrodon acutus antiveno m, and polyvalent snake antivenom. We expect to
initiate a Phase II clinical trial for agkistrodon halys antivenom in June 2026, and we are currently
conducting a Phase I clinical trial for agkistrodon acutus antivenom. Our polyvalent snake
antivenom is currently under process research.
Our snake antivenom product candidates are des igned with a focus on high quality, purity and
safety. They have exhibited superior potency and e ffectiveness in neutralizing the venomous effects
of snakebites, achieving high specific activity an d robust neutralization capacities for hemorrhagic
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venom activity, procoagulant venom activity and neurotoxicity. In addition, we leverage advanced
purification and formulation technologies to enhance the purity and quality of our snake
antivenoms. We believe our snake antivenom product candidates are well positioned to bridge the
market gap and deliver more effective treatme nt solutions for snakebite patients upon
commercialization.
Equine Rabies Immunoglobulin F(ab’)
2 Candidate
Rabies is a serious public health problem occurring in over 150 countries and territories, mainly
in Asia and Africa. Recognizing the urgent need to address this persistent public health challenge,
the WHO, in collaboration with other global stakeholders, has set an ambitious target: achieving
‘‘Zero Rabies Deaths by 2030.’’ Rabies is almost a lways fatal once clinical symptoms appear, which
underscores the need for urgent and effective post-exposure prophylaxis. Our equine rabies
immunoglobulin F(ab’)
2 under development, as a passive immunity product, is poised to
complement the active immunity products (namely, vaccines). A ccording to WHO guidelines,
patients with Grade III rabies exposure are recom mended to use passive immunity products as there
may not be sufficient time before the vaccine-indu ced immune responses devel op. According to Frost
& Sullivan, the incidence of Grade III rabies expo sure in China increased from 15.6 million in 2025
to 17.2 million in 2035. In 2025, among these 15.6 million high-risk individuals, only 10.5%, or
about 1.6 million, received passive immunization tr eatment, indicating significant unmet clinical
needs. The growing demands for passive immunity products are also driven by no or inadequate
immune responses to rabies vaccine s among certain patient groups. As of the Latest Practicable
Date, no equine rabies immunoglobulin F(ab’) 2 had been approved for sale in China, and all
companies with marketing approvals for traditio nal equine rabies antiserum had discontinued
commercialization as a result of inability to achieve market acceptance caused by a high incidence of
adverse reactions. With a deeper understanding of the role of passive immunity products in rabies
control, the rabies passive immunity market (cur rently dominated by human plasma-derived rabies
immunoglobulin which is associated with limited availa bility and high pricing) in China is expected
to increase from RMB1.9 billion in 2025 to RMB3. 2 billion in 2030 and RMB7.3 billion in 2035. Our
equine rabies immunoglobulin F(ab’) 2 is currently under process research. We have designed our
equine rabies immunoglobulin F(ab’) 2 to target novel antigens, which improves the purity of
antibodies produced in host ho rses while minimizing the formatio n of non-specific antibodies,
thereby enhancing therapeutic e fficacy and safety. In addition, we leverage advanced purification
and formulation technologies to enhance the pu rity and quality of our equine rabies immunoglobulin
F(ab’)2. We believe that our quality and affordab le equine rabies immunoglobulin F(ab’) 2 is well
positioned to capture significant shares in the vast and fast growing market segment.
Veterinary Anti-Infective Drug Candidates
We have in-licensed from Independent Third Par ties the manufacturing and commercialization
rights to a number of veterinary anti-infective drugs, with two category I new veterinary drug
candidates, namely, bursal peptide injection, rPoIFN- α, and one category III new veterinary drug
candidate, namely, pig spleen transfer factor.
Current prevention and treatment methods for livestock and poultry infectious diseases
primarily rely on vaccines and anti biotics. The veterinary anti-infective drug market in China is
expected to increase from US$5.4 billion in 2 025 to US$6.9 billion in 2030 and US$9.9 billion in
2035. With the increasing global demands for safe and e ffective alternatives to traditional antibiotics
for livestock and poultry, combined with our early- mover advantage, we believe that our in-licensed
veterinary anti-infective drug candidates ar e well-positioned to seize significant market
opportunities.
Bursal peptide injection is an immunomodulato r extracted from the bursa of chickens and is
indicated for enhancement of the humoral immune function in pigs and chicken. As of the Latest
Practicable Date, three companies in China, in cluding our Company, had received registration
approval for bursal peptide injection.
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Pig spleen transfer factor is an immunomodulator extracted from pig spleen and is indicated for
the enhancement of the cellular immune function in pigs. According to Frost & Sullivan, only four
companies, including our Comp any, had obtained marketing approval from the Ministry of
Agriculture in China for pig spleen transfer factor.
rPoIFN α is an anti-infective therapeutics indicated f or porcine transmissible gastroenteritis.
As of the Latest Practicable Date, no rPoIFN- α had been approved for sale in China and globally,
according to Frost & Sullivan. rPoIFN α is a biologic developed using innovative engineering
technology, with the potential to offer superi or safety and efficacy as well as broad-spectrum
antiviral and immunomodulatory functions.
The bursal peptide injection has submitted N VDA, with new veterinary drug registration
certificate anticipated to be obtained in July 2026. We received the new veterinary drug registration
certificate for pig spleen transfer factor in September 2025. rPoIFN α has completed clinical studies,
with a NVDA expected to be submitted in September 2026.
A comprehensive technology platform, enabling continuous optimization and innovation of animal
immunization and antiserum preparation processes
We are a fully-integrated antiserum platform company and one of the few in China that are
committed to continuous optimization and inno vation of animal immunization and antiserum
preparation processes, accord ing to Frost & Sullivan. Our anim al immunization and antiserum
preparation processes are underscored by a compr ehensive technology platform, which allows us to
maintain high technical barriers and ensure s the quality and efficacy of our products.
. Antigen Development and Testing: Our high-efficiency antigen development and testing
platform utilizes traditional inactivated anti gens alongside advance d technologies, such as
recombinant protein, mRNA and serum-free t echnologies, to rapidly screen for antigen
candidates with strong immunogenicity. Acco rding to Frost & Sullivan, we are the only
company globally to use recomb inant protein, mRNA and serum-free antigens to develop
antiserum products. We continuously opt imize inactivated antigen purification
technology and immunoadjuvant formulation t o ensure consistent quality and potency
for animal immunization.
. Host Animal Immunization and Immunized Plasma Collection: We strive to maintain the
health and well-being of host animals while inducing efficient immune responses and
high-titer antibodies. Advanced animal healt h monitoring systems and welfare practices
are in place, which are operated in accordan ce with EU standards. The average antibody
titer of our immunized equine plasma has incr eased from approximately 1,500 IU/mL in
2023 to nearly 2,000 IU/mL in 2025. This enhancement has significantly improved the
potency and efficacy of our antiserum products.
. Antibody Purification: We employ advanced purification technologies to enhance the
purity of our products and reduce the risks of a dverse reactions while maintaining their
cost-effectiveness and accessibility. We are the first and only company in China to
introduce preservative-free vial packaging for Human TAT, according to Frost &
Sullivan. In addition, we rolled out a number o f technological advancements during the
Track Record Period, including the adoption of ultrafiltration process and Pasteur virus
removal/inactivation. According to Frost & Sullivan, we are the first in the antiserum
market in China to implement Pasteur virus re moval/inactivation technology. Through
these technological advancements, the specific activity of our Human TAT can reach up
to 90,000 IU/gP and the average specific activity increased from approximately 63,910
IU/gP in 2023 to approximately 79,676 IU/gP in 2025, which significantly exceeds the
Chinese Pharmacopoeia standard of 45,000 IU/gP and is comparable to that of the much
more expensive Equine Tetanus Immunoglobulin F(ab’)
2.W eh a v ea l s ob e e np u r s u i n g
certain advancements in purification technologies, such as octanoic acid purification, ion
exchange chromatography and pathogen-spec ific affinity chromatography. We are the
only player in the global antiserum market to have integrated all these technologies,
according to Frost & Sullivan.
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We have a dedicated in-house R&D team compri sing 43 full-time members as of December 31,
2025. These experts possess specialized knowledge in key areas such as pharmacology,
biotechnology, health management, and animal immunology, providing strong technical support
for our innovation-driven growth. Our core technologies and product portfolio are protected by a
comprehensive patent portfolio, which consisted 5 2 registered patents as of the Latest Practicable
Date.
We have established collaboration relationships with renowned research institutions such as
Southern University of Science and Technology ( 南方科技大學) and technology companies to jointly
undertake R&D projects. These collaborations are designed to leverage the expertise and
technological capabilities of both parties t o accelerate innovation and advancement.
Well-established commercial capabilities w ith global sales and distribution network
We maintain a global sales and distribut ion network, which, combined with our
well-established commercial capabilities, have been a key driver for our strong sales growth. We
have developed a comprehensive distribution net work in China, spanning provincial, city, and
county levels. This network, comprising a total of 421 distributors as of December 31, 2025, ensures
broad market coverage and efficient delivery of our products to over 27,000 medical institutions,
including over 1,700 tertiary medical institutions in China.
Our Human TAT, as included in Part A of the NRDL ( 國家甲類醫保品種), the National
Essential Drug List ( 國家基本藥目錄) and National Emergency and Rescue Drugs Directory ( 國家急
（搶）救藥品目錄), enjoys high market recogn ition. Benefiting from the advantage of full medical
insurance reimbursement, our Human TAT is more readily accepted by medical institutions and
patients. Leveraging our deep industry experience, we are able to anticipate market demands and
proactively plan technological advancements. This foresight not only reinforces our market position
but also enhances our pricing power.
We actively respond to VBP policies, which has fu rther broadened our hospital access channels
and enhanced our bargaining power with distributo rs, allowing us to achieve higher average selling
prices. In particular, in August 2023, our Human TAT participated in the centralized VBP scheme
organized by the Beijing-Tianjin-Hebei pharmaceu tical alliance and was selected as the exclusive
winner with an allocated share of 100%. In Dec ember 2023, our Human TAT participated in the
centralized VBP scheme for ‘‘Shortage and Emergency Rescue Products’’ led by Guangdong
Province, covering 27 provinces and cities. We w o nt h et o pb i d ,w i t ha na l l o c a t e ds h a r eo f7 2 % .
In addition, our Human TAT has been exported to more than 30 countries and regions in Asia
and Africa through domestic and overseas distri butors during the Track Record Period. As of
December 31, 2025, we had 24 distributors for export sales. Leveraging their extensive experience
and local resources, these export distributors have enabled us to achieve deep market penetration in
the overseas markets. We closely monitor oversea s government tender opportunities and explore
potential sales channels. In 2024, our product su ccessfully won the Ethiopian government’s tender
for 4.8 million ampoules of Human TAT. Our expor t sales of Human TAT increased from RMB49.1
million in 2023 to RMB61.4 million in 2025. The growth in export sales reflects our continued efforts
to diversify our sales channels, expand our interna tional presence and strengthen our global market
position.
We have a stable and efficient in-house sales and marketing team, complemented by a highly
responsive market feedback mechanism. As of De cember 31, 2025, our in-house sales and marketing
team comprised 33 employees with professional backgrounds and experience in fields such as
medicine, biology, international economics and trade and other related areas. Our in-house sales and
marketing team conducts extensive research to gather insight on market dynamics and competitive
landscapes across various countries. We believe th at our effective commercial capabilities will allow
us to continue to enhance our market awareness and penetration.
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Distinct full-industry-chain capabilities with rigor ous quality control system, ensuring stable supply and
cost efficiency
We are a fully-integrated antiserum platform co mpany with end-to-end capabilities spanning
the entire industry value chain — from animal f arming and breeding, antigen development and
testing, host animal immunization, immunized pl asma collection to antibody purification and
formulation. We are one of the few antiserum companies in China and globally to achieve
full-industry-chain integration. Our full-industry-cha in capabilities are supported by our in-house
GMP-standard infrastructure and rigorous quality control system, which allow us to ensure stable
product supply while driving cost reduction and efficiency enhancement.
Our equine breeding and plasma collection base l ocated in Zhangye, Gansu has the capacity to
accommodate and breed up to 4,000 horses. With around 15 years of professional breeding
experience, this base is the largest equine breedin g and immunized plasma collection facility operated
in accordance with the GMP standard in China, ensuring a stable supply of high-quality raw
materials for our antiserum and serum-derived products. Our equine breeding and plasma collection
base is equipped with advanced plasmapheresis technology for high-purity plasma extraction,
producing over 100 million mL o f plasma annually in 2025.
Our GMP-standard human biopharmaceutical m anufacturing facility is located in Ji’an,
Jiangxi Province with a total GFA of 11,540 sq.m. It houses three dedicated production lines for the
manufacturing of Human TAT and other antiserum products under development. This facility is the
first in China’s antiserum industry to adopt isola tor-based aseptic filing technology, according to
Frost & Sullivan.
In addition, we have a veterinary drug manufa cturing facility in Chifeng, Inner Mongolia,
which underscores our commitment to expanding our veterinary pharm aceutical product portfolio.
This manufacturing facility is currently undergoing renovation and equipment installation for
various production lines, with a PMSG production line being designed and built in accordance with
both the latest version Chinese Veterinary Pharm acopoeia and EU GMP standards. In particular,
the construction of our production line for veterina ry tetanus antitoxin was completed in September
2025, and is expected to commence operations in June 2026.
We have implemented rigorous quality control procedures and protocols to ensure the quality
and consistency of our products. We also pay c lose attention to the evolving standards and
regulatory developments in the target markets an d update our internal procedures accordingly,
striving for the highest standards in patient safety and regulatory compliance.
Our subsidiary, Hainan Pharmaceutical Resear ch Institute, has obtained China Metrology
Accreditation (‘‘CMA ’’) certification and been authorized by the Hainan Provincial Institute for
Drug Control ( 海南藥檢所) to operate its GLP safety assessmen t center. This enables us to conduct
safety evaluation of our product candidates in-house, further enhancing our full-industry-chain
capabilities.
Benefiting from our substantial investment in the full-industry-chain capabilities that are
difficult for competitors to replicate, we have the a bility to independently control each aspect across
the entire production lifecycle from raw material supply to manufacturing of finished products. This
affords us a dominant advantage in terms of cost and quality control, ensuring pricing flexibility and
profitability. In addition, the full-industry-chai n integration allows us to bring additional product
candidates efficiently and cost-effectively from b ench to bedside, providing a solid foundation for
the continuous expansion of our product portfolio.
Experienced management team with profound industry insight
Our success is significantly attributed to our seasoned management team, who have deep
industry insight and extensive expertise. They a re well-versed in various aspects of our business,
including overall operations, research and dev elopment, livestock management, domestic and
international sales, and registration affairs. Th e i re x p e r t i s ee n a b l e su st om a s t e rt h ec o r ek n o w - h o w
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across every segments of our business and industry. We are also committed to bringing in younger
management talent, who infuse our established opera tions with vitality and fresh perspectives, while
offering an international vision a nd modern manageme nt philosophies.
Our management team is led by the chairperson of our Board, Ms. Jing Yue ( 敬玥), who boasts
extensive cross-industry operational experience. She holds a bachelor’s degree from Stern School of
Business of New York University and is currently pursuing a Ph.D. in business administration at the
Hong Kong Polytechnic University. Ms. Jing has been certified as a certified management
accountant by the Institute of Management Accountants since April 2019. She has been instrumental
in shaping our business strategies, including ou r strategic focus on innovative biological immune
antibodies and anti-infective drugs as well as our dual-flywheel growth model.
Our senior executives have long been involved in the antiserum industry and related industry
chains, offering invaluable expertise. Our gene ral manager, Mr. YAO Xiaodong has over 32 years of
experience in the pharmaceutical industry. He has been certified as a senior engineer in
pharmaceutical engineering and completed the EMBA advanced training program for senior
management in the pharmaceutical and medical device industry in China ( 全國醫藥、醫療器械行業
高層管理人員工商管理EMBA 高級研修班)a tt h eI n s t i t u t eo fE x e c u t i v eD e v e l o p m e n to ft h eC h i n a
Food and Drug Administration ( 國家食品藥品監督管理總局高級研修學院) (currently known as the
Institute of Executive Development of the NMPA ( 國家藥品監督管理局高級研修學院). Mr. Yao led
five provincial and municipal-level science and technology projects and has been granted a number
of invention patents, underscoring his contributi ons to both technological a dvancements and project
leadership. Mr. HU Xiande, our deputy general manager and marketing director, has over 32 years
of experience in quality management and marketing. Mr. Ji Chong, our deputy general manager and
the head of our R&D team, brings over 37 years of ex perience in antiserum product research and
production. He has been certified as an engineer in medical biotechnology by the Shanghai Institute
of Biological Products since January 2000.
Our management team demonstrates a forward- looking vision, coupled with a high degree of
strategic insight and execution capability. In 2018, we established a Board-level R&D and
technology advancement group to spearhead the de v e l o p m e n to fn e wa n t i s erum product candidates,
as well as continuous technological advanceme nts for Human TAT. In 2020, we acquired Chifeng
Bo-en Pharmaceutical, expanding into veterinary pharmaceutical market. Driven by our
management’s focus on market needs and unmet demands as well as a co mmitment to continuous
innovation, we have made significant progress i n expanding our product offerings and global
footprints. With a number of new products to be launched over the next five years, we are poised for
sustained revenue growth. This forward-looking trajectory reflects our management’s proactive
approach and dedication to maximizing company value.
OUR STRATEGIES
Further solidify our leadership position in the Human TAT market
We have established a new production line for human antiserum products in vials and launched
a new packaging of Human TAT in October 2025, na mely, 0.75 ml vials containing 1,500 IU. In
addition, we rolled out a number of technological advancements during the Track Record Period.
We expect these technological advancements to crea te significant value and pricing opportunities,
enabling us to further expand our market shares in the overall tetanus passive immunity market.
We plan to enhance the academic recognition of our products and strengthen our brand
awareness in the medical community in China thr ough increased academic marketing efforts and
expanding our in-house sales team, further deepening our market penetration. As an undisputable
market leader, we position ourselves as a flagshi p brand of China-manufactured tetanus antitoxin
and remain committed to continuous optimization a nd innovation to enhance product safety and
efficacy, thereby improving overall healthca re outcomes in the PRC market. In addition, we will
target growing overseas markets for sales expansi on by collaborating with distributors to leverage
their local networks and resources.
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Rapidly advance the development of human antiserum product pipeline
We plan to rapidly advance the development of our human antiserum product pipeline. In
particular, we will actively advance the preclinic al and clinical studies of snake antivenoms and
equine rabies immunoglobulin F(ab’) 2. We expect to initiate a Phase II clinical trial for agkistrodon
halys antivenom in June 2026, and are currently conducting a Phase I clinical trial for agkistrodon
acutus antivenom, with applications for marketi ng approvals anticipated to be submitted in late
2027 and early 2028, respectively. Our polyva lent snake antivenom and equine rabies
immunoglobulin F(ab’)
2 are currently under process research and we expect to complete process
research in 2027, followed by preclinical studies, and file an IND application for these two product
candidates in 2029.
Additionally, we intend to explore opportunities to develop other human antiserum products
for RSV infections and antibiotic-resistant bac terial infections to fill existing market gaps.
According to Frost & Sullivan, dru g-resistant bacterial infections are one of the leading causes of
human mortality. However, there is currently a significant unmet need for effective therapeutic drugs
for drug-resistant bacterial infections, particula rly for the treatment of hospital-acquired infections
and recurrent infections in th e elderly that require multiple hospitalizations.
Furthermore, our long-term anti serum development strategy extends beyond focusing only on
passive immunization to a combined approach of a ctive and passive immunization. We will explore
opportunities to develop active immunization prod ucts to offer more comprehensive solutions for
infectious diseases.
To support these initiatives, we intend to establish a new research and development center in
Shenzhen and recruit additional R&D personnel wit h diverse expertise and skillsets. By assembling a
team of experts from various fields, we aim to further strengthen our R&D capabilities and
accelerate our research and development efforts.
Accelerate the development and market penetration of our veterinary pharmaceutical product offering
We plan to accelerate the development and market penetration of our veterinary
pharmaceutical product offering. Together with o ur human pharmaceutical product offering, they
drive our business growth, addressing the growing concerns for antibiotic resistance.
Building upon the proven success of our Human T AT and our full-industry-chain capabilities,
we will pursue rapid commercializ ation and sales expansion of our v eterinary tetanus antitoxin. In
addition, we plan to establish a new production line for PMSG with technological upgrades and
process improvements to ensure compliance wit h both the latest version Chinese Veterinary
Pharmacopoeia and EU GMP standards.
In anticipation of the commercialization of the above mentioned products as well as our
in-licensed veterinary anti-infective drug can didates, we plan to recruit additional sales and
marketing personnel. These prod ucts and product candidates hold significant potential in the
veterinary pharmaceutical market, and their advan cement toward commercialization are significant
steps in expanding our product portfolio.
Further optimize our technologies and processes to enhance product quality and efficacy
We will continue to refine our purification tec hnologies and processes to elevate the quality and
efficacy of our products. As part of our technolo gical advancements, we plan to accelerate the
integration of advanced technol ogies, including octanoic acid purification, ion exchange
chromatography and pathogen-specific affinit y chromatography, across our existing and new
production lines. With the implementation of these technologies, we seek to continue to improve our
antiserum preparation processes and enhance the overall quality and production efficiency of our
human antiserum products.
Our technology upgrades also extends to the de v e l o p m e n to fa n t i g e n sand adjuvants. We will
continue to scale up antigen development technologies in support of our development of new human
antiserum products and, in the futu re, active immunization products.
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Further enhance our full-in dustry-chain capabilities
We will establish a new antiserum biotechno logy complex in Ji’an, Jiangxi Province,
comprising a new commercial-scale manufa cturing facility and a new R&D and pilot-scale
manufacturing facility, mainly to support the clin ical trials and commercialization of our human
antiserum product candidates. We are also constructing a new production line for PMSG as well as
new production lines for our in-li censed veterinary anti-infective p roduct candidates to support their
upcoming market launch. With these expansion plan s, we believe that we are well-positioned to meet
future market needs. We will also fu rther enhance our full-industry -chain capabilities by obtaining
various production and inspection qualifications.
Furthermore, we will invest in advanced ma nufacturing equipment and enhance the
automation, semi-automation, and intelligen ce of our production lines and quality control
systems. By adopting lean production practices, we aim to improve efficiency, reduce costs, and
ensure consistent product quality.
OUR PRODUCTS AND SERVICES
During the Track Record Period, our principal source of revenue was the sales of Human TAT,
which accounted for 93.0%, 93.3% and 96.4% of our total revenue in 2023, 2024 and 2025,
respectively. In addition to the sales of Human TAT, we generated revenue from the sales of other
products, and the provision of technical services. The revenue from the sales of other products
represented 1.4%, 3.4% and 1.2% of our total revenue in 2023, 2024 and 2025, respectively, while
the revenue from technical services accounted for 5.6%, 3.3% and 2.4% of our total revenue in 2023,
2024 and 2025, respectively. Other products we sold during the Track Record Period primarily
included certain veterinary pharmaceutical pro ducts (mainly veterinary tetanus antitoxin and
PMSG) we sourced from third-party suppliers.
Our Existing Product Portfolio
Human TAT
Product Overview
Human TAT is an antiserum containing antibod ies to prevent and treat tetanus, an acute
infection caused by Clostridium tetani . It is primarily used for tetanus prophylaxis in high-risk
individuals and treatment of patients with tet anus symptoms. Currently listed in the National
Essential Drug List ( 國家基本藥物目錄), the National Emergency and Rescue Drugs Directory ( 國家
急（搶）救藥品目錄), and Part A of the NRDL ( 甲類醫保目錄品種), our Human TAT is recognized
for its stable quality, reliability, and ease of admin istration. With its proven efficacy and affordable
pricing, it has gained widespread acceptance in clinical practice. For the years ended December 31,
2023, 2024 and 2025, the sales revenue of o ur Human TAT amounted to RMB184.1 million,
RMB205.9 million and RMB226.8 million, respecti vely, representing a CAGR of 11.0% from 2023
to 2025. For the year ended December 31, 2025, our total sales volume of Human TAT was 29.9
million units, comprising 13.5 million units sold in China and 16.4 million units exported to overseas
markets through domestic and overseas distributors.
Mechanism of Action and Specifications
Human TAT provides immediate passive immunity agai nst tetanus infection by neutralizing the
tetanospasmin toxin produced by Clostridium tetani , the pathogenic bacterium responsible for
tetanus. Human TAT is derived from plasma obtain ed from horses immunized w ith tetanus toxoid,
containing equine-deriv ed immunoglobulins F(ab’)
2 fragments, which binds to and inactivates free
tetanus toxin, thereby preventing the toxin from b inding to receptors on the surface of nerve cells.
This mechanism helps to avoid the central nervous s ystem dysfunction typically caused by the toxin,
such as muscle rigidity and spasms. By neutralizin g circulating toxins that have not yet bound to
nerve tissue, Human TAT effectively halts disease p rogression and reduces the severity of symptoms.
Our F(ab’) 2 fragment optimization utilizes enzymatic c leavage to remove allergenic Fc components
while preserving neutralizing efficacy.
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Our Human TAT is administered via intramus cular or subcutaneous injection, with a
protective period of approximate ly two weeks. Human TAT is used both prophylactically (to prevent
tetanus infection) in high-risk individuals or those who have been exposed to the bacteria and
therapeutically in symptomatic patients, serving a s a critical intervention in tetanus prevention and
treatment, particularly in unvaccinated or inadequately vaccinated individuals.
Our Human TAT products primarily include Hum an TAT injection, which is a clear, colorless
to pale yellow liquid administered via subcutaneous or intramuscular injection. The standard single
dose of our Human TAT injection is 1,500 IU for prophylactic use to prevent tetanus infection and
10,000 IU for therapeutic use to treat active infections. During the Track Record Period, we
generated revenue from sales of Human TAT in s ix ready-to-use formats: 0.75 ml ampoules
containing 1,500 IU, 0.75 ml vials containing 1,500 IU, 0.95 ml ampoules containing 3,000 IU, 2.0 ml
ampoules containing 5,000 IU, 2.5 ml ampoules containing 10,000 IU and 2.5 ml vials containing
10,000 IU, each packaged in boxes of 10 ampoules or five vials, as applicable. This configuration
ensures clinicians have immediat e access to appropriate doses tailo red for prevention or treatment,
with packaging designed to maint ain ease of clinical deployment.
Additionally, we also offer Human TAT bulk, a semi-finished product available in two
concentrations, namely, 2,500 IU/ml and 3,0 00 IU/ml. Human TAT bulk is packaged in 10-liter
sterile glass bottles, with one bottle per box. Hum an TAT bulk is also derived from plasma obtained
from horses immunized with tetanus toxoid, processe d through pepsin digestion, and purified into a
liquid antitoxin immunoglobulin F(ab’)
2, completing the processes from plasma processing to
purification and aseptic filling. Our Human TAT bulk has been shipped to international
pharmaceutical manufacturers eq uipped with specialized facilities for further processing. These
end customers perform the final steps of sterile f iltration, quality testing, and filling into smaller
d o s a g ef o r m s( e . g . ,i n j e c t a b l ea m p o u l e so rv i a l s )p r ior to their commercial distribution in the market.
Regulatory Approvals and Development
In 1997, Jiangxi Institute of Biological Products ( 江西生物製品研究所), to which the history of
our Group can be traced back, obtained the marke ting approval for Human TAT from the relevant
government authority in China. The product is manufactured strictly in accordance with GMP
standards, ensuring high levels of safety and effectiveness. Benef iting from our early market entry
and superior product quality, we have consistently dominated the Human TAT market in China and
we are the largest exporter of Human TAT in China in terms of export volume in 2025.
Market Opportunities
The Chinese and global markets for human tetanus prevention and treatment are large, and are
expected to exhibit stable, long-term growth. Tetan us, a life-threatening infectious disease with high
mortality rates, remains a significant public heal th burden, particularly in developing regions with
limited healthcare infrastructure. The mortality r ate of tetanus was 30.4% and 41.5%, respectively,
in China and globally in 2025, a ccording to Frost & Sullivan.
The market of human tetanus prevention and treatment operates under a dual mechanism
combining active immunization and passive immuniza tion. Clinical pathways reveal complementary
roles between the two approaches. Vaccines, while effective, have limitations: they require time to
trigger antibody production (a immune response window period), and some individuals may not
respond adequately due to immune differences , especially those with low immunity. Passive
immunization, which directly administers specif ic antibodies, offers immediate protection,
countering these limitations, a nd provides immediate neutralizat ion for trauma exposure cases.
Integrating both tetanus immunization approach es enhances infection prevention and protects
vulnerable populations. Globally, the incidenc e of tetanus-prone wounds increased from 574.2
million in 2020 to 625.1 million in 2025, and is expected to continue to increase to 704.3 million in
2035. The incidence of te tanus-prone wounds in China incre ased from 85.5 million in 2020 to 94.7
million in 2025, and is expected to continue to in crease to 97.4 million in 2035. Patients with
tetanus-prone wounds are recomme nded to receive tetanus passive im munity products for immediate
protection.
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The tetanus passive immunity market has exhib ited robust growth momentum. According to
Frost & Sullivan, the global tetanus passive immuni ty market increased from US$222.5 million in
2020 to US$325.4 million in 2025, an d is expected to continue to in crease to US$1,058.6 million in
2035. The tetanus passive immunity market in China increased from US$162.0 million in 2020 to
US$224.4 million in 2025, and is forecasted to conti nue to increase to US$344.0 million in 2035. The
tetanus passive immunity market is segmented into polyclonal antibodies and monoclonal
antibodies, while polyclonal antibodies can be f urther categorized into equine plasma-derived
polyclonal antibodies (namely, Human TAT and Equine Tetanus I mmunoglobulin F(ab’)
2)a n d
HTIG. Human TAT is the most widely utilized teta nus passive immunity product and occupies a
significant share of the market. According t o Frost & Sullivan, the global Human TAT market
increased from US$60.1 million in 2020 to US$95 .1 million in 2025, and is expected to continue to
increase to US$439.5 million in 2035. The Human TAT market in China increased from US$21.8
million in 2020 to US$34.4 million in 2025 with a CAGR of 9.5%, and is expected to continue to
increase to US$61.2 million in 2035.
Competitive Landscape
The Human TAT market exhibits high market concentration in China, and we have maintained
undisputed leadership. We have consistently dominated the Human TAT market in China,
maintaining a market share of above 50% for 19 consecutive years, according to Frost &
Sullivan. We are the largest Human TAT provider in China and globally, with a market share of
65.8% and 45.8%, respectively , in terms of sales volume in 2025 , according to Frost & Sullivan.
We are also the largest provider of human teta nus passive immunity products in China, with
our sales volume of Human TAT in 2025 accoun ting for 41.1% of the human tetanus passive
immunity market, according to Frost & Sulliv an. Equine Tetanus I mmunoglobulin F(ab’)
2 contain
the same core active components as our Human TAT, with the main difference being purity. Our
Human TAT, as listed in the National Essential D rug List, the National Emergency and Rescue
Drugs Directory, and Part A of the NRDL, enjoys sig nificant market advantages in terms of policy
support and pricing. HTIG is subject to strict r egulatory policies on human plasma-derived
products, limited availability, and high product pri ces, resulting in a low market share. Considering
the above, according to Frost & Su llivan, the penetration rate of Human TAT in the tetanus passive
immunity market has a significant growth potential.
In addition to being a top market player in Chin a, we are also the largest exporter of Human
TAT in China, accounting for nearly 100% of China’s export volume in 2025. In the overseas
markets, major market players include renowned loc al or multinational pharmaceutical companies,
with one of them sourcing Human TAT bulk from our Company.
Competitive Advantages
The antiserum industry is characterized by hig h barriers to entry, requiring synergistic
capabilities across the industry value chain. Each segment of the industry value chain — from animal
farming and breeding, antigen development and testing, host animal immunization, immunized
plasma collection to antibody purification and fo rmulation — presents significant industrial and
resource barriers, making the industry highly technology-, resource-, and experience-intensive.
According to Frost & Sullivan, new entrants typica lly require 5 to 10 years to establish an industrial
foundation. After receiving marketing approv al, additional time is needed to build a market
presence, establish a distribution network, gain r ecognition from healthcare professionals, and
compete with established players.
We are one of the few antiserum companies in China and globally to achieve full-industry-chain
integration, according to Frost & Sullivan, eliminatin g any potential ‘‘bottlenecks.’’ As a result, we
have the ability to independently control each aspect across the entire production lifecycle from raw
material supply to manufacturing of finished p roducts. This affords u s a dominant advantage in
terms of cost and quality control, ensuring pricing flexibility and profitability. In addition, the
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full-industry-chain integration allows us to brin g additional product candidates efficiently and
cost-effectively from bench to bedside, providing a solid foundation for the continuous expansion of
our product portfolio.
We continuously invest in rese arch and development to improve product safety and efficacy.
Through technological advancements and process improvements in antigen development and
antibody purification, the aver age antibody titer of our immunized equine plasma has increased
from approximately 1,500 IU/mL in 2023 to nearly 2,000 IU/mL in 2025. Meanwhile, the specific
activity of our Human TAT can reach up to 89,286 IU /gP and the average specific activity increased
from approximately 63,910 IU/gP in 2023 to approximately 79,676 IU/gP in 2025, which
significantly exceeds the Chinese Pharmacopoei a standard of 45,000 IU/gP and is comparable to
that of the much more expensive Equine Tetanus Immunoglobulin F(ab’)
2.W ea l s ol e v e r a g e
advanced purification and formulation techno logies to enhance the purity and quality of our
product. According to reports submitted to the National Center for Adverse Drug Reaction
Monitoring, the adverse reaction frequency of our Human TAT, which is the ratio of the number of
adverse reaction reports to the total sales in China during the same period, was only approximately
0.03% during the Track Record Period, which is significantly lower than 0.9% recorded by another
domestic manufacturer of Human TAT, accor ding to Frost & Sullivan. The vast majority of
reported adverse reactions were minor symptoms su ch as mild allergies, with no reported fatalities,
demonstrating the superior safety profile of our product. We are the first and only company in China
to introduce preservat ive-free vial packaging of Human TA T, according to Frost & Sullivan. We
launched a new packaging of Human TAT in October 2025, namely, 0.75 ml vials containing 1,500
IU.
Our Human TAT, as included in the National Essential Drug List ( 國家基本藥物目錄), the
National Emergency and Re scue Drugs Directory ( 國家急（搶）救藥品目錄), and Part A of the
NRDL, enjoys high market recognition. Benefit ing from the advantage of full medical insurance
reimbursement, our Human TAT is more readily acce pted by medical institutions and patients. In
addition, we actively respond to VBP policies, which has further broadened our hospital access
channels and enhanced our bargaining power with distributors, allowing us to achieve higher
average selling prices. In particular, in August 2 023, our Human TAT participated in the centralized
VBP scheme organized by the Beijin g-Tianjin-Hebei pharmaceutical a lliance and was selected as the
exclusive winner with an allocated share of 100%. In December 2023, our Human TAT participated
in the centralized VBP scheme for ‘‘Shortage and Emergency Rescue Products’’ led by Guangdong
Province, covering 27 provinces and cities. We w o nt h et o pb i d ,w i t ha na l l o c a t e ds h a r eo f7 2 % .
Other Existing Products
Our existing products also include a number of vet erinary pharmaceutical products, including
veterinary tetanus antitoxin and PMSG, as well as certain hormonal pharmaceutical drugs designed
to complement or support PMSG treatments.
We sold certain veterinary pharmaceutical produ cts (mainly veterinary tetanus antitoxin and
PMSG) sourced from third-party suppliers during the Track Record Period. We purchase these
products from third-party veterinary drug c ompanies and earn a margin from on-selling and
distributing such products to our distributors. We purchased veterinary tetanus antitoxin and PMSG
from third-party suppliers, mainly because we suspended the production of these two products since
the beginning of 2021 and our veterinary drug ma nufacturing facility in Chifeng has been under
construction and renovation for technological u pgrades and process improvements. This interim
procurement strategy was essential to ensure uninterrupted supply to our customers, thereby
maintaining customer relationships. We do not ex pect the sales of third-party products to increase
significantly going forward, because we expect to launch our veterinary tetanus antitoxin and PMSG
in July 2026.
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The veterinary tetanus antitoxin and PMSG purc hased from third-party suppliers are subject to
our quality control to ensure compliance with nati onal and industry standards, and are therefore
comparable in basic product quality. In addition to product delivery, we also provide after-sales
technical support services to assi st our customers in achieving opt imal use and performance of these
products. Accordingly, relevant customers have continued to cooperate with us during the Track
Record Period. For our own veterinary tetanus antitoxin and PMSG, we plan to adopt new
packaging and purification processes upon market launch, and our fully-integrated business model
together with our in-house horse breeding base provide us with competitive advantages in terms of
scale, cost efficiency, and regulatory compliance. As such, we believe that the risk that our customers
may directly purchase products from third-party suppliers in the future is low.
Veterinary Tetanus Antitoxin
Veterinary tetanus antitoxin is designed to prevent and treat tet anus infections in animals. It is
particularly used in cases of animal trauma or surge ry, where the risk of tetanus infection is higher.
By neutralizing the toxin and preventing its impac t on the animal’s nervous system, our veterinary
tetanus antitoxin provides rapid passive immune protection, address ing the demand for high-quality
veterinary tetanus antitoxin in the market. Acco rding to Frost & Sullivan, t he veterinary tetanus
antitoxin market is expected to grow from US$ 2.3 million in China and US$37.3 million globally in
2025 to US$35.2 million in China and US$136. 7 million globally in 2035. As of the Latest
Practicable Date, only four companies had obta ined marketing approvals from the Ministry of
Agriculture in China for veterinary tetanus antitoxin.
Chifeng Bo-en Pharmaceutical (which has become a subsidiary of the Company since 2020)
previously obtained marketing approval for vete rinary tetanus antitoxin in China in 2018, and such
marketing approval expired in 2023. After our acquisition of Chifeng Bo-en Pharmaceutical, we
decided to re-design the veterinary drug manufac turing facility in Chifeng with technological
upgrades and process improvements, which are n ecessary to comply with certain more stringent
quality standards required by the latest version Chinese Veterinary Pharmacopoeia issued by the
Ministry of Agriculture and Rural Affairs of the PRC in 2020. As a result, since the beginning of
2021, we have suspended the production of veterinary tetanus antitoxin, and did not renew the
market approval upon its expiration. We expect to receive the re-registration approval in China in
June 2026. Leveraging our extensive experience and deep expertise in human antiserum products and
our full-industry-chain capabilit ies, we will pursue rapid commerci alization and sales expansion of
our veterinary tetanus antitoxin.
Following commercialization, we plan to market our veterinary tetanus antitoxin in both the
PRC and overseas markets. We currently expect to focus on overseas markets in Southeast Asia and
Africa, initially including the Philippines, Indone sia, Vietnam, Egypt, Nigeria and Kenya. We intend
to leverage our existing overseas sales network fo r human TAT and sell veterinary tetanus antitoxin
through the same overseas distribution network. We believe such approach will facilitate market
penetration and improve comme rcialization efficiency.
Veterinary tetanus antitoxin is generally regula ted as an antiserum biological product and may
be sold in overseas markets after obtaining th e required local registration or marketing
authorization. We plan to prioritize product registrations in jurisdictions where we have
established distribution channels and experien ce with product registration processes, such as
Philippines, Egypt and Nigeria, and will pursue the re levant overseas registra tions and approvals in
accordance with applicable lo cal regulatory requirements.
Leveraging our extensive experience and deep expertise in human antiserum products, our
established overseas distribution network and our f ull-industry-chain capabilities, we will pursue
rapid commercialization and sales expansi on of our veterinary tetanus antitoxin.
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PMSG
PMSG is a complex glycoprotein hormone derived from the serum of pregnant mares. It is a
serum-derived product which has been widely us ed to enhance reproductive performance and
management of livestock . The mechanism of action of PMSG inv olves stimulating ovarian follicle
development, thereby promoting estrus and ovulation in animals, which enhances breeding
efficiency.
PMSG is an essential product in the livestock breeding industry, with a large and stably
growing market demand. According to Frost & Sullivan, the global veterinary PMSG market is
expected to increase from US$265.9 million i n 2025 to US$405.3 million in 2035. As the economy
develops and living standards improve, meat c onsumption is expected to continue growing,
particularly in China, where the breeding industr y is expected to further scale up. China, being the
world’s largest pork-consuming market, drives the demand for efficient breeding solutions. The
veterinary PMSG market in China is expected to in crease from US$75.7 million in 2025 to US$146.2
million in 2035.
The global PMSG market is dominated by a few la rge-scale multi-national enterprises.
According to Frost & Sullivan, as of the Latest P r a c t i c a b l eD a t e ,t h e r ew e r en i n ea p p r o v e d
manufacturers of PMSG APIs in China. Our PMSG API has a high purity with biological potency of
over 2,000 IU/mg, meeting the stringent standards set by the latest veterinary pharmacopoeia in both
China and the European Union.
Chifeng Bo-en Pharmaceutical previously obt ained marketing approvals for PMSG API and
injection in China in 2019 and 2018, respectively, and such marketing approvals expired in 2024 and
2023. For the same reasons mentioned above, sinc e the beginning of 2021, we have suspended the
production of PMSG API and injection, and did not renew their market approvals upon their
expiration. We received the re-registration app roval for PMSG API and injection in January and
March 2026, respectively. We launched PMSG API in January 2026. We aim to launch our PMSG
injection in July 2026 and will also explore various export markets.
Following commercialization, we plan to ma rket PMSG products in both the PRC and
overseas markets. For overseas markets, we ar e pursuing product regi strations and export
opportunities in multiple jurisdictions, including Brazil, and plan to expand into South America,
Southeast Asia, the Middle East and Africa. Depending on the regulatory requirements and market
conditions of the relevant jurisdictions, we may export either PMSG API or injection. We are also
exploring opportunities in markets with more str ingent regulatory requirements, including the
European Union and North America.
We plan to sell directly to overseas pharma ceutical manufacturers. PMSG is a mature
veterinary product and may be sold in overseas markets after obtaining the required local
registration or marketing authorization. To support our international expansion, we plan to obtain
the relevant overseas registrations and certificati ons, including the Certificate of Suitability issued by
the competent European authorities and compliance with applicable EU GMP requirements.
Our Pipeline Products Under Development
We employ a market-oriented approach to R&D, focusing on addressing significant unmet
medical needs in the antiserum and anti-infectiv e areas. We are expanding our portfolio of human
antiserum products and are developing snakebit e antivenoms and equine rabies immunoglobulin
F(ab’)
2. In addition, we have in-licensed the manufa cturing and commercialization rights to a
pipeline of veterinary anti-infective drugs.
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Snake Antivenom Candidates
Snake venom contains neurotoxins, cytotoxins and hemotoxins which can cause severe local
tissue damage and systemic poisoning symptoms. Sn ake antivenom works by neutralizing the toxins
in snake venom to mitigate and prevent the progression of poisoning symptoms, thereby effectively
reducing morbidity and mortality. The productio n process involves inj ecting attenuated snake
venom into host animals, typically horses, to in duce immune responses, from which antibodies are
extracted and purified from the animal plasma.
According to Frost & Sullivan, the incidence o f venomous snakebites globally and in China in
2025 was 2.7 million and 0.28 million, respectively . Bites by venomous snakes have severe negative
consequences as it may cause permanent disfigu rement and/or disabilities, including limb
amputations, and even deaths, according to Frost & Sullivan.
The WHO has recognized snake antivenoms as the only effective treatment to prevent or
reverse most of the venomous effects of snakebites and have included snake antivenoms in the WHO
Model List of Essential Medicines. However, th e antivenom market in China is significantly
underserved. If calculated based on the WHO’s recommended dosage of four to six vials per person,
the overall market demand in China ranges from 1 .2 to 1.8 million vials, and there is a market gap of
over 1 million vials. According to Frost & Sullivan, t he snake antivenom mark et in China increased
from US$16.3 million in 2020 to US$23.4 million in 202 5, and is expected to continue to increase to
US$190.4 million in 2035.
Our pipeline of snake antivenom product cand idates mainly include agkistrodon halys
antivenom, agkistrodon acutus antivenom, and polyvalent snake antivenom. Agkistrodon halys
antivenom is a specific treatment for poisoning caused by agkistrodon halys bites. We expect to
initiate a Phase II clinical trial for agkistrodon halys antivenom in June 2026, and expect to submit
an application for marketing approval in late 2027.
Agkistrodon acutus antivenom is a specific treatment for poisoning caused by agkistrodon
acutus bites. We are currently conducting a Phase I c linical trial, and expect to submit an application
for marketing approval in early 2028.
Polyvalent snake antivenom is a specific treatment for poisoning caused by bites from multiple
types of venomous snakes. It can neutralize toxin s from various snake venoms, addressing clinical
treatment challenges when the type of snake is unknown. This makes it particularly valuable in
clinical settings. Its market potential is signific ant, especially in regions with a wide variety and
distribution of venomous snakes. Our polyvalent snake antivenom is currently under process
research. We plan to complete its process researc h in 2027, followed by prec linical studies, and file
an IND application in 2029.
Our snake antivenom product candidates are des igned with a focus on high quality, purity, and
safety. They have exhibited superior potency and e ffectiveness in neutralizing the venomous effects
of snakebites, achieving high specific activity an d robust neutralization capacities for hemorrhagic
venom activity, procoagulant venom activity and neurotoxicity. In addition, we leverage advanced
purification and formulation technologies to enhance the purity and quality of our snake
antivenoms. We believe our snake antivenom product candidates are well positioned to bridge the
market gap and deliver more effective treatme nt solutions for snakebite patients upon
commercialization.
Equine Rabies Immunoglobulin F(ab’)
2 Candidate
Our equine rabies immunoglobulin F(ab’) 2 candidate is a specific immunoglobulin that
provides immediate, temporary virus-neutralizing a ntibodies to the rabies antigen, used for passive
immunization against rabies. It is prepared from the serum of healthy horses immunized against
rabies through vaccination.
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According to Frost & Sullivan, nearly 50 millio n people are exposed to rabies annually in
China. Rabies is almost always fatal once symptoms appear, making prompt and effective
post-exposure prophylaxis essent ial. Rabies immunoglobulin, a crit ical component of post-exposure
prophylaxis for rabies, provides immediate passive immunity and is particularly vital for neutralizing
the virus during the early stages of infection before vaccine-induced active immunity develops.
Our equine rabies immunoglobulin F(ab’)
2 is currently under process research. We have
designed our equine rabies immunoglobulin F(ab’) 2 to target novel antigens, which improves the
purity of antibodies produced in host horses wh ile minimizing the formation of non-specific
antibodies, thereby enhancing therapeutic efficacy and safety. In addition, we leverage advanced
purification and formulation technologies to enhance the purity and quality of our equine rabies
immunoglobulin F(ab’)
2. We anticipate to complete process research for our equine rabies
immunoglobulin F(ab’) 2 in 2027, followed by preclinical studies, and aim to file an IND
application for this product candidate in 2029.
Our equine rabies immunoglobulin F(ab’) 2 candidate, as a passive immu nity product, is poised
to complement the active immunity products (nam ely, vaccines). According to WHO guidelines,
patients with Grade III rabies exposure are recom mended to use passive immunity products as there
may not be sufficient time before the vaccine-indu ced immune responses devel op. According to Frost
& Sullivan, the incidence of Grade III rabies expo sure in China is expected to increase from 15.6
million in 2025 to 17.2 million in 2035. In 2025, among t hese 15.6 million high-risk individuals, only
10.5%, or about 1.6 million, received passive immuniza tion treatment, indicating significant unmet
clinical needs. The growing demands for passi ve immunity products are also driven by no or
inadequate immune responses to r abies vaccines among certain patient groups. As of the Latest
Practicable Date, no equine rabies immunoglobulin F(ab’) 2 h a db e e na p p r o v e df o rs a l ei nC h i n a ,a n d
all companies with marketing approvals for traditional equine rabies antiserum had discontinued
commercialization as a result of inability to achieve market acceptance caused by a high incidence of
adverse reactions. According to Frost & Sullivan, t he incidence of adverse reactions of traditional
equine rabies antiserum could be as high as 12.5%, in cluding serious allergic reactions such as serum
sickness and anaphylactic shock. With a deep er understanding of the role of passive immunity
products in rabies control, the rabies passive immunity market (currently dominated by
human-plasma derived rabies immunoglobulin which is associated with limited availability and
high pricing) in China is expected to increas e from RMB1.9 billion in 2025 to RMB7.3 billion in
2035, according to Frost & Sullivan.
Veterinary Drug Candidates
In addition to our human pharmaceuticals, we have in-licensed the manufacturing and
commercialization rights to a pipeline of veterinar y anti-infective drugs, including bursal peptide
injection, pig spleen transfer factor and rPoIFN- α, on a non-exclusive basis from Independent
Third Parties. For details, see ‘‘— Collaboration and License Arrangement.’’ These product
candidates are designed to enhan ce animal immunity and prevent an d treat infectious diseases.
China is the largest livestock and poultry produc er in the world, with 1.1 billion pigs, 0.1 billion
cattle, 0.6 billion sheep and 24.6 billion poultry in 2025, according to Frost & Sullivan. Intense
farming systems compromise animal immunity, lea ding to frequent outbre aks of avian influenza,
African swine fever, porcine repro ductive and respiratory syndrome, and infectious bursal disease.
The outbreak of these diseases have caused signif icant economic losses. Meanwhile, the prevalence
of zoonotic diseases and the emergence of new variants pose significant threats to public health
security. Current prevention and treatment meth ods for livestock and poultry infectious diseases
primarily rely on vaccines and antibiotics. However, viral mutations and antibiotic resistance have
limited the effectiveness of these approaches. Addit ionally, the indiscriminat e use of antibiotics in
both human and animal healthcare h as accelerated the evolution o f resistant pathogens, posing
significant challenges to public health , food security, and animal welfare.
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In response to these challenges, the WHO a nd the PRC governme nt have implemented
regulations and policies to restrict or ban the use of certain traditional veterinary antibiotics in
animal husbandry. The implement ation of these regulations and policies has created huge unmet
needs for anti-infective and immunity-enhancing al ternatives. Our in-licensed veterinary drug
candidates, which are designed to enhance animal immunity and prevent and treat infectious diseases
while avoiding antibiotic resistance, are well-positioned to capture the growing demand.
The veterinary anti-infective drug market in Chi na is expected to increase from US$5.4 billion
in 2025 to US$6.9 billion in 2030 and US$9.9 billion i n 2035. With the increasing global demands for
safe and effective alternatives to traditional antibi otics for livestock and poultry, combined with our
early-mover advantage, we believe that these v eterinary anti-infective drug candidates are
well-positioned to seize significant market opportunities.
Bursal Peptide Injection Candidate
Bursal peptide injection is a category I new veterinary drug candidate. Category I new
veterinary drug refers to a new ve terinary drug that has never been marketed worldwide. Bursal
peptide injection is an immunomodulator extracted from the bursa of chickens and is indicated for
enhancement of the humoral immune function in pi gs and chickens. By strengthening the animals’
immune systems, it helps reduce their disease inc idence and supports healthy growth. As of the
Latest Practicable Date, three companies in China, including our Company, had received
registration approval for bursal peptide injection.
In 2018, we entered into a collaboration and license agreement with an Independent Third
Party, thereby obtaining the rights to manufactu re and commercialize this product candidate on a
non-exclusive basis. We have jointly filed NVD A in June 2023. Upon receiving approval, we,
together with two other license es, will be the holders to the new veterinary drug registration
certificate of this product candidate, with a new veterinary drug monitoring period of up to five
years. During such period, the competent autho rities will not approve any other companies’
applications to manufacture this new drug. For fu rther details, see ‘‘— Collaboration and License
Arrangement — Collaboration and License Agreemen ts for Bursal Peptide Injection and Pig Spleen
Transfer Factor.’’ Following the initial NVDA filing, our bursal peptide injection candidate
underwent two rounds of supplemental materi al submissions, which, together with the
corresponding review and verific ation processes, resulted in an approval timeline of more than
two years. The new veterinary drug registration certificate for this product candidate is expected to
be received in July 2026. As advised by the PRC Legal Adviser, this timeline is reasonable under the
relevant laws and regulations. Our Directors belie ve that the time frame for obtaining new veterinary
drug registration certificate is within the normal range for new veterinary biological products.
Pig Spleen Transfer Factor Candidate
P i gs p l e e nt r a n s f e rf a c t o ri sac a t e g o r yI I In e wveterinary drug candidate. Category III new
veterinary drug refers to a new veterinary drug that has fundamental improvements in aspects such
as safety and efficacy compared to similar products that have already been approved for sale in
China. Pig spleen transfer factor is an immunomodul ator extracted from pig spleen and is indicated
for enhancement of the cellular immune function in pigs. By activating immune cells, it strengthens
the immune system’s ability to defend against diseas es, thereby reducing the incidence of diseases
and promoting healthy growth in pigs. Accord ing to Frost & Sullivan, only four companies,
including our Company, had obtained marketing approval from the Ministry of Agriculture in
China for pig spleen transfer factor as of the Latest Practicable Date.
In 2018, we entered into a collaboration and license agreement with an Independent Third
Party, thereby obtaining the rights to manufactu re and commercialize this product candidate on a
non-exclusive basis. We (together with the two ot her licensees) received the new veterinary drug
registration certificate for pig spleen transfer factor in September 2025, with a new veterinary drug
monitoring period of up to five years. For furth er details, see ‘‘— Collaboration and License
Arrangement — Collaboration and License Agreemen ts for Bursal Peptide Injection and Pig Spleen
Transfer Factor.’’
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We are in the process of building a new product ion line for pig spleen transfer factor in our
veterinary drug manufacturing facility in Chifeng, which is expected to commence operations in June
2026. The sales of pig spleen transfer factor will init ially be conducted through our existing sales and
distribution network.
rPoIFN- α Candidate
rPoIFN- α is a category I new veterinary drug candida te. It is an anti-infective therapeutics
indicated for porcine transmissible gastroenterit is, and is a biologic developed using innovative
engineering technology, with the potential to offer superior safety and efficacy as well as
broad-spectrum antiviral and immu nomodulatory functions. rPoIFN- α functions by inhibiting
the synthesis of viral proteins and selectively tar geting infected cells, while having minimal impact on
normal host cells. As of the Latest Practicable Date, no rPoIFN- α had been approved for sale in
China and globally, accord ing to Frost & Sullivan.
We entered into a collaboration and license ag reements with an Independent Third Party for
rPoIFN- α in 2025, thereby obtaining the rights to man ufacture and commerc ialize this product
candidate on a non-exclusive basis. Upon receiv ing NVDA approval, we, t ogether with five other
licensees, will have the right to manufacture and sell this product candidate in China, with a new
veterinary drug monitoring period of up to five years. For further details, see ‘‘— Collaboration and
License Arrangement — Collaboration and License Agreement for rPoIFN- α.’’ rPoIFN-α has
completed clinical trials, with the NVDA ex pected to be submitted in September 2026.
Our Technical Services
In addition to the sales of pharmaceutical products, we generated a portion of our revenue
through technical services provided by our subsidiary, Hainan Pharmaceutical Research Institute.
Hainan Pharmaceutical Research Institute primarily serves pharmaceutical companies and
pharmaceutical CROs in China. Its service offeri ngs mainly include pharmaceutical testing and
inspection, pharmaceutical R&D, drug safety eva luations, and related technical services. Our
revenue generated from these technical servic es amounted to RMB11.1 million, RMB7.4 million and
RMB5.6 million in 2023, 2024 an d 2025, respectively.
In addition to providing technical services to third-party customers, Hainan Pharmaceutical
Research Institute also supports our Group with a broad range of technical services including
pharmaceutical testing and inspection, cleanroo m environmental testing, and pharmaceutical R&D
support. Leveraging its strong technical experti se, Hainan Pharmaceutical Research Institute
enhances operational synergy within our Group and contributes to the continued development and
expansion of our business. These internal service s fully utilize its technical capabilities to drive
greater integration across our operations and further our long-term growth within our Group and
support the development.
Established in 1995 and acquired by our Company in July 2020, Hainan Pharmaceutical
Research Institute was the only state-owned provin cial-level pharmaceutical research institution in
Hainan prior to our acquisition. Since obtaining CMA certification in 2013, it currently holds over
1,400 testing qualifications across 13 categories including pharmaceuticals and medical devices.
Spanning a site area of approximately 9,000 sq.m., Hainan Pharmaceutical R esearch Institute is
equipped with a highly qualified tec hnical team and various advanced instruments, featuring modern
physicochemical laborato ries spanning 2,000 sq.m., and SPF-gra de experimental animal facilities
covering 1,000 sq.m.
Hainan Pharmaceutical Research Institute emplo ys differentiated pricing strategies tailored to
service types and client profiles. Standard testing a nd inspection services adopt cost-plus pricing with
reference to prevailing market rates, formalized into transparent fee schedule s. For strategic clients
and new market entrants, we may implement flexible pricing mechanisms to optimize
competitiveness. Pharmaceutical R&D servi ces are mainly priced through a comprehensive
evaluation of projected direct costs, targeted gross margins, and client-specific negotiated terms.
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Hainan Pharmaceutical Research Institute has a d edicated business development department to
drive client acquisition and relationship manage ment, who systematically identify potential
customers through participation in domestic and international industr y exhibitions, academic
conferences, and technical exchanges. During initial project discussions, business development
personnel conduct needs assessments alongside technical teams where required. Proposal
development and pricing involve cross-departmental collaboration between business development,
technical operations, and clie nt service personnel to ensure solutions align with customer
requirements while maintain ing commercial viability.
Hainan Pharmaceutical Research Institute m aintains a rigorous quality control system
compliant with national standards for testing ins titutions. All testing and research activities
strictly adhere to standardized op erating procedures, with meticu lous documentation practices,
robust data integrity verification, and complet e traceability across every stage of operations to
ensure the consistency and reliability of services.
RESEARCH AND DEVELOPMENT
Our research and development efforts are strategically centered on advancing animal-derived
polyclonal antibody therapeutics, with a particular emphasis on the research and innovation of
antiserum products. We primarily concentrate on antigen development, animal immunization, and
antibody purification technologies to enhance pr oduct safety, efficacy, and scalability. Leveraging
our platform technologies and ver tically integrated supply chain, we aim to address critical unmet
medical needs in biotoxin neutralizatio n and infectious disease treatment.
In particular, our R&D activities primarily focus on:
. Technology-driven product iteration: We continue to refine existing products, including
tetanus antitoxin, through advanced technologies to improve purity, reduce adverse
reactions, and align with international advanced standards.
. Product pipeline expansion: We are developing novel antise rum therapies for high-burden
diseases such as snake envenomation, rabies, respiratory infections, and drug-resistant
bacterial infections, targeting markets wit h limited competition and significant clinical
demand.
. Platform technology innovation: We have been investing in next-generation platform
technologies, such as recombin ant protein, mRNA and serum-free antigen technologies,
and advanced purification technologies, such a s octanoic acid purification, ion exchange
chromatography and pathogen-specific affi nity chromatography, to strengthen our
long-term competitive edge.
Our Research and Development Team
We have a dedicated in-house R&D team compri sing 43 full-time members as of December 31,
2025. These experts possess specialized knowledge in key areas such as pharmacology,
biotechnology, health management, and animal immunology, providing strong technical support
for our innovation-driven growth.
In particular, our R&D team is spearheaded by s easoned industry experts whose extensive
experience significantly enhances the team’s ex ecution capabilities and fosters innovation. In
particular:
. Mr. YAO Xiaodong ( 姚曉東), our general manager, brings over 32 years of
pharmaceutical industry expertise to his r ole. As a certified senior pharmaceutical
engineer, Mr. Yao has demonstrated exception al technical and project management skills.
. Mr. JI Chong ( 季沖), our deputy general manager and R&D team head, possesses over 37
years of experience in antiserum product res earch and production. Please see ‘‘Directors
and Senior Management’’ for more details about the biographies of Mr. Yao and Mr. Ji.
. Dr. SHEN Guangfu ( 沈光夫), assistant to the Chairman and head of our scientific
research management office, holds a PhD and is a graduate of the University of
California, Los Angeles (UCLA). Dr. Shen has held prestigious academic and industry
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roles, including visiting professor at Sout hern University of Science and Technology,
Chief Scientific Officer at EFL Tech, and a ssistant professor at UCLA’s David Geffen
School of Medicine. In polyclonal antibody t herapy, Dr. Shen has achieved progress by
designing a comprehensive technical chain for antibody generation, purification, and
functional evaluation. During the COVID-19 pandemic, he pioneered the use of equine
polyclonal antibodies in aerosol inhalati on therapy, enabling direct delivery of
neutralizing antibodies to patients’ airw ays and lungs. His academic background and
global perspective inject international vision into our Company’s R&D initiatives.
Core Technology Platform
Our R&D capabilities are underpinned by our comprehensive technology platform, which
forms the foundation for our product development , allowing us to maintain high technical barriers
and ensure the quality and efficacy of our products.
. Antigen Development and Testing: Our high-efficiency antigen development and testing
platform utilizes traditional inactivated anti gens alongside advance d technologies, such as
recombinant protein, mRNA and serum-free t echnologies, to rapidly screen for antigen
candidates with strong immunogenicity. We co ntinuously optimize inactivated antigen
purification technology and immunoadjuvant formulation t o ensure consistent quality
and potency for animal immunization.
. Host Animal Immunization and Immunized Plasma Collection: Our animal immunization
and immunized plasma collection platfo rm is built on our proprietary equine
immunization protocols and in-house fac ilities operated in accordance with the GMP
standards. We strive to maintain the hea lth and well-welfare of host animals while
inducing efficient immune responses and hig h-titer antibodies. Advanced animal health
monitoring systems and welfare practices are in place are operated in accordance with EU
standards.
. Antibody Purification: Our antibody purification pla tform combines traditional
techniques, such as salt precipitation and ult rafiltration, with advanced purification
technologies. These include Pasteur viral inac tivation/removal technology, octanoic acid
purification, ion-exchange chromatography , which has demonstrated an approximately
30% purity improvement in lab stu dies, and pathogen-specifi c affinity chromatography,
which enhances purity by 150% compared to conventional methods.
Collaboration with Independent Third Party CROs
In line with industry practice, we engage Independent Third Party CROs to conduct and
support our process and preclinical research an d clinical trials. We choose CROs based on their
qualifications, reputation, and track record. Key se lection criteria include good laboratory practice
qualifications issued by the NMPA, experience in co nducting preclinical or c linical research related
to antiserum and anti-infective areas, research a nd project management capabilities, as well as the
necessary resources and testing f acilities. We typically enter into agreements with our CROs and
execute statements of work on a project basis. Key t erms of these agreements and statements of work
include:
Services The CROs provide us with specified services related to product
development.
Term The CROs are required to perform their services within the
prescribed time limit set out in each work order, usually on a
project basis.
Payment We are required to make payments to the CROs in accordance
with a payment schedule agreed by the parties.
Intellectual Property We own all intellectual property rights arising from the services
conducted by the CROs within the stipulated work scope.
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We closely monitor and manage the activities of these CROs to ensure their work progress and
the quality of their work. Our oversight includes r equiring CROs to comply with GCP requirements,
conducting comprehensive reviews and analyses o f laboratory tests and clinical trial results and
reports. In 2023, 2024 and 2025, the expenses a ttributable to CROs were RMB10.3 million, RMB2.1
million and RMB2.2 million, respectively, accounte d for 42.5%, 15.0% and 9.3% of our research
and development expenses for the same periods, re spectively. We plan to continue engaging CROs to
conduct and support our process and preclinical research and clinical trials in the near future.
In addition, we have established collaborati on relationships with reputable research
institutions including Southern Univ ersity of Science and Technology ( 南方科技大學)a n d
technology companies to jointly undertake R&D projects. These collaborations are designed to
leverage the expertise and techno logical capabilities of both parties to accelerate innovation and
advancement. Furthermore, we entered into collaboration and license agreements with well-known
China-based biotechnology compan ies to in-license the rights to certain veterinary drug candidates.
For details, see ‘‘— Collaborati on and License Arrangement.’’
Research and Development Process
We integrate in-house expertise with strategic p artnerships to ensure systematic and efficient
product development. Our in-house R&D team plays a leading role in the design and management of
the R&D projects, and outsources part of th e execution and R&D work to leading CROs.
Before initiating any R&D project, we conduc t a thorough market analysis to evaluate the
commercial feasibility, expected market acceptan ce, and potential competition for each product
candidate. This analysis helps us balance these fac tors with the likelihood of successful development.
All R&D projects must be approved by our expert academic review committee and project initiation
review committee, which consist of senior manageme nt, senior R&D personnel, and external experts.
These committees review the feasibility reports of research project applications and make the final
decision on whether to proceed with new R&D projects. Once approved, the project leader is
responsible for project implementation, while various departments coordinate intellectual property
and project management. We hold monthly meetin gs and reviews with ongoing R&D project teams
to monitor progress and address any issues that may arise.
Our early research activities, including path ogen screening, target validation, and antigen
design, are conducted by our in-house R&D team in collaboration with research institutions and
technology companies. During the p reclinical development stage, w e collaborate with professional
CROs with the required qualifications to conduct s afety, toxicology, and efficacy studies. In the
clinical development stage, we engage experien ced clinical CROs to manage the trials, with our
internal teams providing full oversight. This appr oach allows us to leverage the expertise of external
partners while maintaining effective cont rol over the entire development process.
Our R&D team maintains close interaction with o ur production and sales and marketing teams
to ensure efficient advancement of our projects. Early involvement of these teams in the R&D
process allows us to mitigate risks and focus on proj ects with strong market potential. Additionally,
our R&D team collaborates with the production team to resolve technical issues and improve
manufacturing processes.
In 2023, 2024 and 2025, our rese arch and development expenses were RMB24.2 million,
RMB13.7 million and RMB23.7 million, respectively , representing 12.2%, 6.2% and 10.1% of our
total revenue for the same periods, respectively . The decrease in R&D expenses in 2024 was primarily
due to the completion or termination of certain R&D projects, including the termination of a project
focusing on antiserum development of the Novel Coronavirus (2019-nCoV). For further details on
our research and development expenses, please see ‘‘Financial Information — Description of
Components of Consolidated Statements of Profit or Loss and Other Comprehensive Income —
Research and Development Expenses.’’ Our R&D capabilities have been recognized by various levels
of the PRC government. We plan to continue stren gthening our R&D capabilities by attracting more
talent with extensive experience in relevant therapeutic areas, which will support the further
advancement of our product development pipeline.
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COLLABORATION AND LICENSE ARRANGEMENT
Collaboration and License Agreements for Bursal Peptide Injection and Pig Spleen Transfer Factor
In 2018, Chifeng Bo-en Pharmaceutical, which has become a subsidiary of the Company since
2020, entered into collaboration and license agreements with Present (Fuzhou) Biotechnology Co.,
Ltd. ( 派生特（福州）生物科技有限公司)( ‘ ‘Present Bio ’’), an Independent Third Party, in relation to
bursal peptide injection and pig spleen transfer f actor. Present Bio is a b iotechnology company
engaged in the research and development of new vete rinary drugs, vaccines, and immunopotentiators
(adjuvants), which was established in 2010. According these agreements, Chifeng Bo-en
Pharmaceutical was granted the non-exclusive rights to manufacture and commercialize bursal
peptide injection and pig spleen transfer factor. Each of the relevant product candidates is subject to
a new veterinary drug monitoring period of up to fi ve years, during which period no other company
is approved to produce or import these new veterinary drugs. According the relevant regulations, the
monitoring period commences from the date of production license. Salient terms of these
collaboration and license agreements are summarized as below:
Rights and Obligations of
the Parties
Chifeng Bo-en Pharmaceutical is entitled to use the licensed
know-how, including Present Bio’s laboratory research,
pilot-scale production studies, and clinical trial research relating
to bursal peptide injection and pi g spleen transfer factor, for
manufacturing and commercia lization of these two product
candidates on a non-exclusive basis. The parties intend to
jointly file NVDA for these product candidates and will be the
co-owners of the new veterinary drugs registration certifications.
The licensor retains ownership of the licensed know-how.
Payment Under the collaboration and license agreement for bursal peptide
injection between Present Bio and Chifeng Bo-en Pharmaceutical,
Chifeng Bo-en Pharmaceutical is required to pay Present Bio a
total of RMB5.0 million, including (i) RMB1.5 million payable
upon signing of the agreement ; (ii) RMB2.5 million payable upon
obtaining new veterinary drugs r egistration certification for
bursal peptide injection; and (iii) RMB1.0 million payable upon
obtaining the production license of bursal peptide injection.
Under the collaboration and li cense agreement for pig spleen
transfer factor between Present Bio and Chifeng Bo-en
Pharmaceutical, Chifeng Bo-en Pharmaceutical is required to
pay Present Bio a total of RMB3.0 million, including (i) RMB0.9
million payable upon signing of the agreement; (ii) RMB1.5
million payable upon obtaining new veterinary drugs registration
certification for pig spleen transfer factor; and (iii) RMB0.6
million payable upon obtaining the production license of pig
spleen transfer factor.
The milestone payments made to the licensor are refundable if any
of the product candidates fails to obtain new veterinary drug
registration certification due to technical or quality reasons.
Term and Termination The agreement has no expiry date and may be terminated under
certain conditions, such as force majeure or mutual agreement
between both parties.
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Collaboration and License Agreement for rPoIFN- α
Chifeng Bo-en Pharmaceutical entered into a co llaboration and license agreement with Anhui
Jiuchuan Biotechnology Co., Ltd. ( 安徽九川生物科技有限公司)( ‘ ‘Anhui Jiuchuan ’’), an Independent
T h i r dP a r t y ,i nr e l a t i o nt or P o I F N -α in 2025. Anhui Jiuchuan is a biotechnology enterprise
specializing in the research and development as well as production of veterinary biological products,
which was established in 2011. According this a greement, Chifeng Bo-en Pharmaceutical was
granted the non-exclusive rights to manufacture and commercialize rPoIFN- α.r P o I F N -α is subject
to a new veterinary drug monitoring period of up to five years, during which period no other
company is approved to produce or import this new veterinary drug. According the relevant
regulations, the monitoring period commences from the date of production license. Salient terms of
this collaboration and license ag reement are summarized as below:
Rights and Obligations of
the Parties
Chifeng Bo-en Pharmaceutical is entitled to use the licensed
knowhow for manufacturin g and commercialization of
rPoIFN- α. The parties agree to jointly file NVDA for this
product and will be the co-owners of the new veterinary drugs
registration certifications.
The licensor retains ownership of the licensed know-how.
Payment Under the collaboration and license agreement between Anhui
Jiuchuan and Chifeng Bo-en Pharmaceutical, Chifeng Bo-en
Pharmaceutical is required to pay Anhui Jiuchuan a total of
RMB4.0 million, including (i) RMB2.5 million payable upon
signing of the agreement; (ii) RMB0.8 million payable upon
obtaining new veterinary drugs r egistration certification for
rPoIFN- α; and (iii) RMB0.7 million payable upon obtaining
the production license of rPoIFN- α.
Term and Termination The agreement has a term of 20 years and may be terminated
under certain conditions, such as force majeure or mutual
agreement between both parties.
In addition, we believe that there will be comp etition between us and the other two licensees
since the collaboration is on a non-exclusive bas is. However, given the limited number of approved
competitors and substantial market size, we expect that such competition from the other licensees at
this stage will not be material. According to Fro st & Sullivan, the global veterinary drug market
grew from US$42.8 billion in 2020 to US$53.8 billion i n 2025, with a CAGR of 4.7%. It is estimated
to further reach US$82.1 billion in 2030, with a C AGR 8.8%, and US$128.1 billion in 2035, with a
CAGR 9.3%. Despite the substantial market size, there are currently a limited number of
competitors globally for these rele vant veterinary drugs. As of the Lat est Practicable Date, there was
no rPoIFN- α approved for sale in China and globally, three companies in China, including our
Company, had received registration approval for bursal peptide injection, and four companies
(including us) had obtained mark eting approval from the Ministry of Agriculture in China for pig
spleen transfer factor.
PRODUCTION
Production Process and Facilities
Leveraging our full-industry-c hain capabilities, we are able to independently control each
aspect across the entire production lifecycle from r aw material supply to manufacturing of finished
products.
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Key Production Facilities
We have the largest equine breeding and immuni zed plasma collection base operated in
accordance with the GMP standard in China, and hav e established in-house manufacturing facilities
for human and veterinary pharmaceutical products t o ensure scalability, quality, and cost efficiency.
Our equine breeding and plasma collection bas e, located in Zhangye, Gansu, accommodated
and bred more than 780 horses as of December 31, 2025 and has the capacity to accommodate and
breed up to 4,000 horses. The equ ine breeding and plasma collect ion base primarily produces
immunized equine plasma, which is collected thro ugh single-donation plasma technology after
horses are immunized with toxoids. Such plasma i s used to prepare antitoxins and antiserum
products. Our equine breeding and plasma collection base is equipped with advanced plasmapheresis
technology for high-purity plasma extracti on, producing over 100 million mL of plasma in 2025.
Our GMP-standard human biopharmaceutical m anufacturing facility is located in Ji’an,
Jiangxi Province with a total GFA of 11,540 sq.m. and a site area of approximately 91,687 sq.m. It
houses three dedicated production lines for the manufacturing of Human TAT and other antiserum
products under dev elopment. This facility is the first in China’s antiserum industry to adopt
isolator-based aseptic filling syste ms, according to Frost & Sullivan.
Additionally, we have a veterinary drug manufa cturing facility in Chifeng, Inner Mongolia,
which has a GFA of 28,571 sq.m. and a site area of 53,975 sq.m. This manufacturing facility is
currently undergoing renovation and equipment installation for various production lines, with a
PMSG production line being designed and built in accordance with both the latest version Chinese
Veterinary Pharmacopoeia and EU GMP standards. T his manufacturing facility will be used for the
production of veterinary pharmaceutical products and product candidates, including veterinary
tetanus antitoxin, PMSG, pig spleen transfer fa ctor, bursal peptide injection, and rPoIFN- α.I n
particular, the construction of our production lin e for veterinary tetanus antitoxin was completed in
September 2025, and is expected to commence operations in June 2026. For further information, see
‘‘— Expansion Plan.’’
The following table sets forth a summary of our production facilities as of the Latest
Practicable Date:
Production facility Location Site area GFA Production line
Major products
produced
(sq.m.) (sq.m.)
Immunized horse breeding
and plasma collection
base
Zhangye, Gansu 233,799 7,927 . Immunized equine plasma
production line
. Pregnant mare plasma
production line
Immunized equine
plasma and
pregnant mare
plasma (1)
Human biopharmaceutical
manufacturing facility
Ji’an, Jiangxi 91,687 11,540 . Production line for Human
TAT in vials
. Production line for Human
TAT in ampoules and
Human TAT bulk
. Production line for R&D
activities and pilot-scale
manufacturing for human
antiserum product candidates
Human TAT and
human antiserum
product
candidates
Veterinary drug
manufacturing facility
Chifeng, Inner
Mongolia
53,975 28,571 . Production line for
veterinary tetanus antitoxin
. Production line for PMSG
. Production lines for various
veterinary drugs and drug
candidates are under
construction, as detailed in
‘‘— Future Plans and Use of
Proceeds’’
Veterinary
pharmaceutical
products and
product
candidates
Note:
(1) Immunized equine plasma and pregnant mare plasma s erve as raw materials for the production of our Human
TAT and PMSG, respectively.
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During the Track Record Period, we obtained all necessary licenses and permits for our
production facilities in operation. Our producti on lines in operation are equipped with advanced
automated equipment to ensure high-quality manufacturing.
Production Process
Our production process is a highly controlled and systematic sequence of operations designed
to ensure the highest quality and sa fety standards. Below are the man ufacturing process charts that
highlight the key steps in producing our Human TAT and it takes at least two months from plasma
processing and purification to packaging:
Horse Immunization
Horses are immunized with antigen, namely the tetanus toxoid. The immunization process comprises initial primary immunization and
multiple cycles of booster immunization, and is carefully managed to ensure that the horses develop immune responses. Each cycl e of
booster immunization involves multiple doses spaced a few days apart. The horses are closely monitored throughout the immunization
process to ensure their well-being and to optimize the immune responses. Horses that meet the antibody titer standard may proceed with
plasma collection and they rest for a specific period of time before entering the next cycle of  booster immunization.
Plasma Collection
Once the horses have developed sufficient immune responses, their plasma is collected through a process called plasmapheresis. This
involves the separation of plasma from the blood, which contains the antibodies against tetanus toxin. Horses undergo two to fo ur
plasma collections per booster immunization cycle, with a one-day interval between each collection.
Plasma Processing and Purification
The collected plasma undergoes initial processing to remove cellular elements and debris in plasma components and we utilize enzymatic
cleavage to remove Fc components. The plasma is then purified using various techniques such as precipitation, filtration, and
chromatography to isolate the specific antibodies needed for the antitoxin.
Packaging and Distribution
The final product is packaged in sterile vials or ampoules, ready for distribution. The Human TAT is then distributed to medica l
institutions through distributors.
Formulation and Quality Control
The purified antibodies are formulated into the final product. Rigorous quality control tests are conducted at every stage of t he
production process. These tests include checks for potency, purity, and safety to ensure that the final product meets regulatory standards.
Horse Retirement
Horses are retired if they fail to meet antibody titer standard for three consecutive immunization cycles or if they have physical injuries
that prevent continued immunization/plasma collection.
Horse Breeding and Farming
Horses are bred and raised in our equine breeding and plasma collection base that adheres to high standards of care and hygiene  to
ensure the health and well-being of the animals. Horses undergo rigorous health screenings and continuous health monitoring, wi th
quarantine tests conducted at least semi-annually. We implement zoned and standardized breeding environment management, combined
with regular disinfection to minimize epidemic risks. Detailed health records are maintained for horses.
Horse Selection and Procurement
Horses used for immunized plasma production must satisfy the requirements stipulated in the “General Chapter on Equine
Immunized Serum Products for Human Use (ᐼሞ)” in the Chinese Pharmacopoeia (2020 Edition) (ʕ਷ᖹՊ
㕘2020㕙. We only purchase horses that are free from any infectious diseases, in good physical health, and preferably aged between 4 to
10 years. In addition, horses with a history of treatment involving penicillin or other β-lactam antibiotics, or those administered human
plasma products, are strictly excluded from procurement and use. We require valid animal quarantine certificates from our horse
suppliers and all procured horses undergo a three-month quarantine period. Only horses that successfully pass all quarantine te sts are
approved for use.
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Production Capacity and Utilization Rate
The following table sets forth the designed production capacity, actual production volume, and
utilization rate of our Human TAT for the years indicated.
As of/Year Ended December 31,
2023 2024 2025
(in millions of units, except percentages)
Designed Production Capacity (1) 50.0 50.0 50.0
Production Volume (1) 28.0 34.8 19.5
Utilization Rate (2) 56.0% 69.6% 39.0% (3)
Notes:
(1) Design production capacity and production volume are calculated based on the assumption that one unit
contains 1,500 IU of active ingredient of antitoxin, with the annual production capacity based on 280 working
days per year, or 140 working days per half year, and 8 working hours per day.
(2) Utilization rate is calculated by dividing the pro duction volume by the designed production capacity.
(3) In preparation for the launch of new packaging, namely, 0.75 ml vials containing 1,500 IU, a portion of Human
TAT with old packaging (0.75 ml ampoules) intended for sale prior to the launch in 2025 was produced in
advance at the end of 2024, which resulted in a lower total production volume in 2025. The new packaging was
launched in October 2025 and was not produced in the first nine months of 2025.
Our production plans are based on annual, monthly, and quarterly forecasts of market
demand, with reference to historical sales data a nd anticipated orders, which will be adjusted in
accordance with actual demand and inventory levels. See ‘‘— Inventory Management’’ for more
details.
Expansion Plan
We plan to expand our production capacity by constructing a new antiserum biotechnology
complex with new production lines to meet the deman d for our antiserum products. Additionally, we
will construct new production lines for various veterinary pharmaceutical products and expand our
horse farm. See ‘‘Future Plans and Use of Proceeds’’ for more details.
Raw Material Suppliers and Procurement
We produce immunized equine plasma used in the manufacturing of our Human TAT in-house,
which is our primary source of ra w materials. During the Track Record Period, we selected a
qualified third-party supplier and made a one-t ime purchase of immunized equine plasma from such
supplier, as part of our efforts to diversify our supply chain and ensure a backup source is in place to
safeguard against potential disruptions to our in-house plasma supply.
Our main procurement activities centered on h orses, fodder, and pharmaceutical packaging
materials. Additionally, we sourced other materia ls such as spare parts, low-value consumables, and
testing reagents. These raw materials were prima rily sourced from third-party suppliers within
China.
We have established a dedicated procurement department and implemented a comprehensive
materials procurement management system to stan dardize planning, purcha sing, acceptance, and
storage processes. Our supplier sel ection procedures are stringent, assessing potential suppliers based
on product offerings and quality, reputation and b usiness scale, and pricing competitiveness. All
suppliers must possess the necessary licen ses and permits for their operations.
For our major raw materials and packaging mater ials, we maintain a list of approved suppliers
that meet all our requirements. We regularly review and assess supplier performance and
qualifications to ensure the quality of our raw m aterials and update the approved suppliers list.
Suppliers that fail to meet our standards are r emoved from this list. We enter into long-term
agreements with suppliers who demonstrate consistent quality, which generally range from one to
three years. For other materials such as spare parts and low-value consumables, we usually seek
quotes from at least three suppliers and make sourc ing decisions mainly based on quality and price
comparisons.
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We typically process payments t o suppliers via wire transfer or bank acceptance bills, which
often require full prepayment or offer about 30 to 90 days of credit terms. Our suppliers are generally
responsible for the delivery of raw materials to our production facilities at their own expense. We are
entitled to return any materials that do not meet our specifications. Our principal raw materials are
generally readily available in the market through mul tiple suppliers. We believe we have alternative
sources for these materials that offer comparable quality and pricing. During the Track Record
Period and up to the Latest Practicable Date, we have not encountered any disruptions or material
delays in the supply of equine plasma from our horse farm and the supply of our major raw
materials.
The purchase prices of raw materials are primar ily influenced by prevailing market rates for
materials of similar quality. During the Track Reco rd Period and up to the Latest Practicable Date,
there have been no significant incre ases in the prices of our major raw materials, nor any fluctuations
that materially and adversely affected our operati ons or gross profit margins. For more details, see
‘‘Risk Factors — Risks Relating to Manufacture and Supply of Our Products and Product
Candidates — If we are not able to obtain sufficient quantities of raw materials and biological assets
of required quality at a commercially acceptable cost, our business could be harmed.’’ For the
sensitivity analysis and breakeven analysis of r aw material costs, see ‘‘Financial Information —
Description of Components of Consolidated Statements of Profit or Loss and Other Comprehensive
Income — Cost of Sales/Services.’’
Inventory Management
Our inventory primarily consists of finished products, work in progress, and raw materials
essential for the production of our products. We have established a comprehensive inventory
management system that monitors each stage o f the warehousing process. Our warehousing
personnel are responsible for the inspection, storage, and distribution of raw materials and finished
products. All raw materials and products are stored in designated areas within our warehouses based
on their specific storage conditions, properties, intended use, and batch numbers. Regular checks are
conducted to ensure consistency among raw materials, products, logbooks, and material cards.
We closely monitor our inventory levels, gener ally maintaining a stock of finished products
sufficient for two to three months of demand. Raw materials are purchased based on their shelf life
and required lead time. For raw materials with lo nger lead times, we typically keep a stock that
covers three to six months of anticipated usage.
QUALITY CONTROL
We believe that an effective quality control system is critical to ensuring the quality of our
products and maintaining our reputation and success. All our workshops and production lines
involved in the manufacturing of products, i ncluding Human TAT, have passed GMP compliance
inspections by the drug re gulatory authorities.
Our senior management team actively particip ates in formulating internal quality control
policies and overseeing our overall quality control processes. Comprehensive quality control
procedures and protocols have been established, co vering the entire production lifecycle — from raw
material sourcing to the delivery of final produc ts to customers. Our quality control personnel
operate independently from our production team a nd are tasked with implementing these procedures
and protocols. Most of our quality control staff possess educational backgrounds in pharmaceuticals
or related fields, and we provide regular train ing to ensure they are familiar with the regulatory
requirements applicable to our p roduction facilities. We utilize a dvanced equipment and devices to
inspect, test, and ensure the quality of our raw materials, in-progress production, and final products.
Raw Material Quality Control
We purchase raw materials used in our product ion exclusively from approved suppliers. For
more details about our supplier sel ection procedures, please see ‘‘— Production — Raw Material
Suppliers and Procurement.’’
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Upon receipt, we examine incoming raw mate rials to confirm they meet our quality
requirements. Our warehousing personnel verify th e packaging information before taking delivery,
and incoming raw materials are stored in quaranti ne areas pending inspection. Our quality control
team subsequently selects samples for testing to veri fy quality. Only materials that pass these quality
control tests are dispatched for use in our production processes.
Quality Control of Biological Assets
We have established a rigorous quality control sy stem for biological assets, encompassing the
process from horse breeding and health monitoring, to plasma collection and processing. We
purchase and breed horses to ensure the productio n of high-quality plasma. Each horse undergoes
rigorous health screenings and continuous healt h monitoring. We implement zoned and standardized
breeding environment management, combined with r egular disinfection to minimize epidemic risks.
Detailed health records are maintained for each ho rse, tracking their well- being, physiological
indicators, and medical history to ensure sustained donor suitability.
Plasma is collected under strict aseptic cond itions to prevent contamination. We adhere to
internationally recognized standa rds and guidelines for plasma co llection, ensuring the safety and
efficacy of our products. Each batch of plasma undergoes comprehensive testing for purity, potency,
and safety, including screening for pathogens, endotoxins, and other contaminants. Only plasma
that meets our stringent quality criteria is used in the production of our products, such as Human
TAT. Plasma is stored and transported under controlled conditions to maintain its integrity. We
utilize advanced storage facilities and logistics s ystems to ensure that plasma remains at optimal
conditions throughout the supply chain. By impleme nting these rigorous quality control measures,
we ensure that our biological assets contribute to the production of safe and effective final products,
such as Human TAT.
Production In-process Quality Control
Our automated production equipment screens and discards intermediate products that do not
meet our quality standards during the production process. Additionally, our quality control team
conducts sample testing on each batch of interm ediate products at specific stages to ensure
compliance with our quality standards, includi ng checks on physical appearance, ingredient
composition, and drug content. Our quality control team verifies that our production processes
continuously adhere to GMP requirements. We re quire production opera tors to follow standard
operating and equipment operation procedures, and our quality control team regularly inspects
production processes on-site. After completing each production process, we perform cleaning
procedures to prevent contamination, with the quality control team verifying that the production
line has been properly cleaned before proceeding to the next stage. All cleaning procedures are
validated prior to implementation.
Final Product Quality Control
Each batch of final products undergoes sample testing by our quality control team. Before
delivery to customers, our quality control team in spects all documentation related to product
quality, including batch records, laboratory testing records, production process records, and any
other relevant information. Our quality director conducts a final review of all documents and makes
the final decision regarding product release for sale. Final products that do not meet our quality
standards are not released and are either destroyed or disposed of based on the judgment of our
quality director. Only final products that have been officially released by our quality control
authorized personnel are permitted for market sale.
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SALES, MARKETING AND DISTRIBUTION
Overview
We primarily promote and market pharmaceutical products through a combination of our
in-house marketing team and in collaboration with third-party promotors. For the technical services
offered by our subsidiary, Hainan Pharmaceutica l Research Institute, we directly market these
services to pharmaceutical and biotechnology companies by actively participating in trade
conferences, trade shows and scientific conferen ces. For further details of our technical services,
see ‘‘— Our Technical Services.’’
During the Track Record Period, we primarily sold pharmaceutical products to domestic
distributors in China, who are based in China and subsequently distributed our products to hospitals
and other medical institutions in China (‘‘ Domestic Sales ’’). As of December 31, 2025, we have
established a comprehensive distribution network in China, spanning provincial, city, and county
levels. This network, comprising a total of 421 distributors as of December 31, 2025, ensures broad
market coverage and efficient delivery of our product s to over 27,000 medical institutions, including
over 1,700 tertiary medical institutions in Ch ina. Our Human TAT, has been included in Part A of
the NRDL ( 國家甲類醫保品種), the National Essential Drug List ( 國家基本藥目錄) and the National
Emergency and Rescue Drugs Directory ( 國家急（搶）救藥品目錄). Benefiting from the advantage of
full medical insurance reimbursement, our Human TAT is more readily accepted by medical
institutions and patients. We actively respond t o the VBP scheme, which has further broadened our
hospital access channels and enhanced our barg aining power with distributors, allowing us to
achieve higher average selling prices. For deta ils, see ‘‘— Major Recent Regulatory Reforms.’’
During the Track Record Period, our revenue fro m the Domestic Sales of Human TAT amounted to
RMB135.0 million, RMB161.9 million and RMB165.4 mi llion in 2023, 2024 and 2025, respectively,
accounting for 73.3%, 78.6% and 72.9% of our total revenue from sales of Human TAT for the same
periods, respectively.
In addition to Domestic Sales, we sell products to domestic distributors for export sales
(‘‘Indirect Export Sales ’’) and directly export products to overseas distributors (‘‘ Direct Export
Sales ’’, together with Indirect Export Sales, ‘‘ Export Sales ’’). In recent years, we have actively
engaged in the Export Sales, particularly targeting Southeast Asian and African markets. For Export
Sales, our distributors are generally responsible for managing customs clearance procedures in the
target importing countries. We closely monitor overseas government tender opportunities and
explore potential sales channels. In 2024, our product successfully won the Ethiopian government’s
tender for 4.8 million ampoules of Human TAT. Duri ng the Track Record Period, our revenue from
the Export Sales of Human TAT amounted to RMB49.1 million, RMB44.0 million and RMB61.4
million in 2023, 2024 and 2025, respectively, accoun ting for 26.7%, 21.4% and 27.1% of our total
revenue from sales of Human TAT for the same period s, respectively. While Domestic Sales remain a
cornerstone of our busine ss, the growth in Export Sales reflects ou r continued efforts to diversify our
sales channels, expand our international presence and strengthen our global market position.
The following table sets forth our revenue from sales of Human TAT by sales channel during
the Track Record Period:
Year Ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Domestic Sales 134,951 73.3 161,912 78.6 165,419 72.9
Export Sales
— Indirect Export Sales 46,099 25.0 35,966 17.5 48,981 21.6
— Direct Export Sales 3,019 1.7 8,023 3.9 12,434 5.5
Total revenue from sales of Human TAT 184,069 100.0 205,901 100.0 226,834 100.0
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References to the sales volumes of Human TAT during the Track Record Period throughout
this prospectus include sales of Human TAT injection and Human TAT bulk. Unless stated
otherwise, these volumes are calculated based on the assumption that one unit contains 1,500 IU of
active ingredient of antitoxin. Our Human TAT i njection in 0.95 ml ampoules containing 3,000 IU
and 2.0 ml ampoules containing 5,000 IU, as well as Human TAT bulk, are only available for
distribution to overseas markets.
Our Marketing Initiatives
In-House Sales and Marketing Team
Our in-house sales and marketing team is responsible for conducting market research,
formulating sales and marketing strategies, and ma naging distribution channels. Our internal sales
force is mainly organized by geographic regions. As of December 31, 2025, our in-house sales and
marketing team comprised 33 employees, most of whom have over five years of experience in
pharmaceutical sales, bringing a wealth of expertise to our operations.
We regularly provide our sales and marketing pe rsonnel with internal and external trainings to
enhance their industry knowledge and marketing s kills. We implement various incentive measures
for our sales personnel. Their remuneration is based on multiple key performance indicators,
including sales target achievement. To retain high -quality and experienced sales personnel, we offer
comprehensive training program s, career development guidance, and ample internal promotion
opportunities. Internal promotions are also based on the aforementioned key performance
indicators.
Our sales and marketing personnel must strictly adhere to our specific procedures, policies, and
guidelines for sales and marketing, including but not limited to the code of conduct regarding
interactions with healthcare professionals and product promotion. For details, see ‘‘— Risk
Management and Internal Control.’’
Third-Party Promoters
To supplement our in-house sales and marketing capabilities, we engage third-party promoters
to market our products to medical institutions and t arget patient groups in selected cities or regions.
We select third-party promoters based on their qualifications, reput ation and marketing and
promotion experience. As of December 31, 2025, we had engaged 13 third-party promoters.
The following table sets forth the movements in the number of our third-party promoters
during the Track Record Period:
Year Ended December 31,
2023 2024 2025
Number of third-party promoters
at the beginning of the period 21 20 18
Addition 6 5 —
Terminated 7 7 5
Net increase/(decrease) (1) (2) (5)
Number of third-party promoters
at the end of the period 20 18 13
We generally enter into annual promotion agreem ents with these third-party promoters, under
which they are responsible for conducting acad emic promotion activities within designated
geographic areas. Our third-party promoters are mainly promotional service companies, and their
services primarily include market research, brand p romotion, organizing academic conferences and
seminars, promoting products to healthcare profe ssionals through hospital visits, and collecting
market data. The fees charged by our third-party promoters are determined on case-by-case basis.
For example, services fees for organizing academic seminars are charged on a per-event basis, while
services fees for hospital visits are typically ch arged based on the number of hospitals visited.
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According to the promotion agreements, our third- party promoters are generally prohibited from
promoting any other products that compete with, o r have any conflict of interest with, our products.
We also require our third-party promoters to strict ly comply with applicable laws and regulations. In
the event of a breach of the aforesaid non-competition undertaking or non-compliance by any
third-party promoter, we may terminate the releva nt agreement with such promoter and are entitled
to claim damages from it.
During the Track Record Period, we terminated collaborations with certain third-party
promoters mainly due to (i) our transition from th ird-party to self-operated promotion in certain
regions; (ii) changes in the promoters’ business en tities arising from their corporate arrangements;
(iii) underperformance of certain promoters result ing in mutual termination; and (iv) the promoters’
own decision to discontinue cooperation. There was no material breach of the promotion agreements
by any third-party promoters during the Track Record Period.
Our Sales and Distribution Arrangements
In line with industry practice, we adopt a distri butorship model and we generally do not sell our
products directly to hospitals or other medical institutions. Our distributors are our direct
customers, and are responsible for on-selling and delivering our products to hospitals and other
medical institutions. We benefit from our distributors’ established distribution channels and local
resources to save costs that would otherwise be r equired to establish and maintain a nationwide
logistics network across the PRC and overseas reg ions on our own, and to increase the effectiveness
of launching and selling our products in our tar get markets within a short period of time.
As of December 31, 2023, 2024 and 2025, we had 395, 478 and 397, respectively, distributors for
Domestic Sales of pharmaceutical products, as we ll as 26, 27 and 24 distributors for Export Sales of
pharmaceutical products. The following table sets forth the movements in the number of our
distributors during the Track Record Period:
Year Ended December 31,
2023 2024 2025
Number of distributors at the beginning of the
period 418 421 505
— Domestic 413 415 495
— Overseas 5 6 10
Addition of new distributors
(1) 100 191 74
— Domestic 96 186 69
— Overseas 4 5 5
Numbers of terminated/inactive distributors
(2) (97) (107) (158)
Terminated distributors (3) (15) (25)
— Domestic (3) (15) (25)
—O v e r s e a s — — —
Inactive distributors (94) (92) (133)
— Domestic (91) (91) (124)
— Overseas (3) (1) (9)
Net increase/(decrease) in distributors 3 84 (84)
Number of distributors at the end of the period 421 505 421
— Domestic 415 495 415
— Overseas 6 10 6
Notes:
(1) New distributors refer to distributors who (i) had at le a s to n et r a n s a c t i o nw i t hu si nt h er e l e v a n tp e r i o d ;a n d( i i )
did not have any transaction with us in the immediately preceding financial year.
(2) Terminated/inactive distributors refer to distributors who (i) did not have any transaction with us in the relevant
period; and (ii) had at least one transaction with u s in the immediately preceding financial year.
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During the Track Record Period, our addition of new distributors primarily reflected our
continued sales growth and our efforts to expand m arket coverage. The termination or inactivity of
certain distributors was primarily driven by performa nce-based evaluations, strategic alignment with
market dynamics, and operational adjustments, which were based on specific market conditions and
encompassed factors such as annual sales performance and payment collection efficiency. As our
sales channels continue to improve and our sales s cale expands, the number of our distributors has
grown significantly from 2023 to 2024, and the n umber of terminated and inactive distributors
remained relatively stable in 2023 and 2024.
In 2024 and 2025, the number of terminated distributors increased mainly due to business
adjustments by the distributors themselves. Some dis tributors changed their contracting entities and
continued their cooperation with us under new entit ies, while others adjusted their procurement scale
or frequency.
To the best knowledge of our Directors, as o f the Latest Practicable Date, all of our
distributors were Independent Third Partie s. Two of our distributors were our minority
shareholders, each holding 0.19% of our total issued share capital as of the date of this
prospectus, collectively contributing around 2 .0% of our total revenue during the Track Record
Period. Our Directors confirm that all sales to these distributors were conducted in the ordinary
course of business under normal commercial terms. To the best knowledge of our Directors, save as
the two distributors disclosed above, there was n o employment, financing or family relationship
between our distributors and us during the Track Record Period.
Key Terms of Arrangements with Our Distributors
Our distributors include those to whom we delegate the distribution rights of our specific
products in certain regions or to certain medical in stitutions. Each purchase is facilitated through
individual sales contracts or purchase orders. In general, distributors enter into sales contracts with
us on an ad hoc basis as and when the relevant end-customers require our products , and thus have
not signed fixed-term distribution agreements with us. However, we may enter into fixed-term
agreements with major distributors, which typic ally have a term of one year. According to Frost &
Sullivan, this distribution model is in line with the industry norm within the PRC biopharmaceutical
industry.
Our distributors are generally assigned specific regions in or medical institutions to which they
are authorized to distribute our products. We are responsible for delivering the products to
distributors’ designated wareho uses, with delivery terms specif ied in individual contracts. We
generally do not require our distributors to maint ain a minimum inventory le vel and generally do not
accept product returns or exchanges except for pro duct defects. According to Frost & Sullivan, our
non-acceptance of product returns and exchanges except for product defects is in line with industry
practice. Agreements may be terminated for m aterial breaches, such as loss of business
qualifications. For our distributors that enter into fixed-term agreements with us, our selling
prices are generally fixed during the term of the dis tribution agreements, subject to adjustment due
to changes in regulatory policies or market conditions. We generally do not set minimum purchase
amounts, but may set annual sales targets for these d istributors. If they meet or exceed these targets,
they are eligible for incentive s, mainly including offering lo nger credit terms and expanded
designated distribution coverage.
We have a seller-buyer relationship with our distributors, and we do not retain ownership of
the products sold to them. All significant risk s and rewards associated with these products are
transferred to the distributors upon delivery and acceptance. Consequently, we recognize revenue
from sales to our distributors upon delivery of our products to and acceptance by them. Our
distributors on-sell our products to their customers, which do not have any contractual relationship
with us and generally are not imposed with any of our control or oversight. We generally do not
control the prices at which our distributors resell our products to their customers. We do not require
our distributors to seek our prior approval to engage sub-distributors. We do not have contractual
relationships with sub-distributors eng aged by our distributors, nor do we manage such
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sub-distributors directly. Instead, we rely on our distributors to supervise their respective
sub-distributors. For the risks related to the sub -distributors, please see ‘‘Risk Factors — Risks
Relating to Our Business and Industry — We m ay fail to maintain and optimize an effective
distribution network for our products and future approved product candidates.’’
Distributor Management
We select our distributors based on their proven d istribution capabilities, familiarity with their
target markets, financial strength, credit hist ory, and operational competence. We require all
distributors to obtain all necessary license s and permits for the sale and distribution of
pharmaceuticals. Additionally, we require our distributors to comply with the latest Good Supply
Practice (GSP) standards for cold chain storage a nd transportation to ensure the safe and timely
delivery of our products to the c overed medical institutions.
In the event that a distributor breaches the r elevant distribution agreement, including
non-compliance with applicable laws and regulat ions, we will notify the distributor and request
rectification. If remedial measures are not taken wit hin the stipulated timeframe, we reserve the right
to terminate the distribution agreement. During the Track Record Period, we have not terminated
any business relationships with distributors due to violations of distribution agreements or
regulatory non-compliance.
Prevention of Cannibalization and Channel Stuffing
During the Track Record Period, we have imp lemented various measures to manage our
distributors and mitigate the risk of sales canniba lization among our distrib utors. Our distributors
are generally assigned specific regions in or med ical institutions to which they are authorized to
distribute our products. Such distributors are p rohibited from selling our products outside their
designated areas. In addition, we regularly communicate with our distributors to monitor their
activities and ensure compliance with our policies.
During the Track Record Period and up to the Latest Practicable Date, we are not aware of any
material sales cannibalization or competition amon g distributors within the same geographic area.
The Board believes that the above measures are suffi cient to mitigate potential cannibalization and
competition among distributors.
We believe that our sales correspond to actual market demand and therefore our products are
at low risk of channel stuffing in ou r distribution network, because:
(i) We generally do not set minimum purchase a mounts for distributors, which we believe
encourages distributors to order based on actual market demand and sales forecasts.
(ii) We adopt a sales model that transfer the full ownership of the goods at the time of
acceptance, and generally do not accept product returns or exchanges except for product
defects. This model shifts the responsib ility and risk of unsold inventory to the
distributors. As such, the distributors are incentivized to order based on actual sales
demand, thus reducing holding costs and the risk of obsolescence.
(iii) During the Track Record Period, a large p ortion of our products were sold under VBP
schemes through distributors. This provided a high degree of transparency and certainty
in sales volume and pricing. Consequently, the role of our distributors for these products
was primarily logistical, focusing on deliver ing products according to the orders placed by
public hospitals, which reduced the inc entive for distributors to overstock.
(iv) For domestic distributors, we generally require them to provide periodic reports on their
inventory levels and sales performance. F or our overseas distributors, some of the
distributors are required to provide su pply forecasts. This helps us plan our
manufacturing activities and ensure a stead ys u p p l yo fp r o d u c t s ,t h e r e b yr e d u c i n gt h e
risk of channel stuffing and ensurin g proper distribution management.
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Inventory Management and Control
We require prepayment for some of our distributors and grant certain distributors a credit
period of 30 to 90 days, and based on our assessments, we generally provide longer credit periods
only to key distributors depending on specific circ umstances. Such key distributors generally meet
the following criteria, including but not limited to : a workforce of more than 100 employees, stable
cash flow, a low debt-to-asset ratio, strong financial health, no history of default, substantial annual
sales volume, and broad coverage of end customers. We believe that a shorter credit period
encourages distributors to effectively manage their cash flow and ensure procurement based on
actual demand.
Furthermore, we have the right to request a ccess to sales data from our distributors. We
typically review and evaluate distributor sales data on a semi-annual basis to regularly assess actual
market demand for our products and analyze inventory levels. We may consider to adjust our sales
strategies and the geographic or product coverage of each distributor based on market demand and
the capabilities of the distributors.
Anti-corruption and Anti-bribery Measures
Distributors generally bear respon sibilities for anti-corruption and anti-bribery under the terms
of the distribution agreements, which stipulate th at distributors (i) must comply with relevant laws
and regulations, including those related to anti-c orruption and anti-bribery; and (ii) must not offer,
promise, or authorize payment of money or valuable items to government officials or representatives
of state-owned enterprises to influence their actions or decisions. See ‘‘— Risk Management and
Internal Control.’’
During the Track Record Period and up to the La test Practicable Date, aside from the credit
terms granted under the relevant distribution agreements, we have not provided any financing to any
distributors. During the Track Record Period, we a re not aware of any significant product returns.
For more details, see ‘‘— Product Returns and Warranties.’’
Implication of and Compliance with the ‘‘Two-Invoice System’’
Under the Two-Invoice System in China, invoices are issued by drug manufacturers to drug
distributors on a one-off basis while invoices are i ssued by drug distributors to medical institutions
on a one-off basis. The Two-Invoice System has been implemented by certain local authorities in
China with respect to the purchase of drugs in the r egions under their administration to control the
prices of drugs by reducing layers of distributio n and limiting price markups during the distribution
process. Public medical institutions are required to adopt the Two-Invoice System, while private
medical institutions and pharmacies are encou raged but not required to adopt the Two-Invoice
System. Pharmaceutical manufacturers and dis tributors who fail to implement the Two-Invoice
System may be disqualified from attending future bidding events or distributing drugs for the
medical institutions and blacklisted for drug pr ocurement practices. For more information on the
Two-Invoice System, please see ‘‘Regulatory Ove rview — Other Laws and Regulations in Relation to
Medical Industry — Drug Circulation and Two-Invoice System.’’
According to the ‘‘Implementation Opinions on the Implementation of the ‘Two-Invoice System’ in
the Procurement of Drugs by Public Medical Institutions (Trial) ( 《關於在公立醫療機構藥品採購中推
行‘‘兩票制’’的實施意見（試行）》),’’ issued and implemented on December 26, 2016 by the Medical Reform
Office of the State Council ( 國務院醫改辦) and seven other governmental departments, pharmaceutical
manufacturers shall comply with the following requirements under the Two-Invoice System: (i) issue valid
value-added tax invoices to pharmaceutical distributors; (ii) attach a compliant delivery note with each
shipment to pharmaceutical distributors, ensuring consistency in invoice details, delivery documents as
well as the amounts and flows of payments; and (iii) provide a written compliance commitment as required
by the centralized procurement organization. Such written compliance commitment generally requires
pharmaceutical manufacturers to undertake compliance by themselves and, in certain province, by their
direct distributors, with the requirements of the Two-Invoice System and applicable PRC laws and
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regulations relating to pharmaceutical pricing, centralized procurement and tendering processes. Provided
that pharmaceutical manufacturers comply with the above-mentioned requirements, they shall not be held
liable for distributors’ failure to fulfill their obligations under the Two-Invoice System.
During the Track Record Period, we entered into s ales contracts with our distributors, issued
valid value-added tax invoices and provided deliver y notes with consistent information, including
buyer/seller details, payment amounts, quantities and specifications of the products purchased.
During the Track Record Period, we have complied w ith the centralized procurement organizations’
requirements for documents and processes to par ticipate in the centralized tender processes.
Therefore, we believe that we have complied with t he requirements applicable to pharmaceutical
manufacturers under the Two-Invoice System.
We have a seller-buyer relationship with our distributors, and we do not retain ownership of
the products sold to them. All significant risk s and rewards associated with these products are
transferred to the distributors upon delivery and acceptance. During the Track Record Period, our
distributors on-sell our products to their customers, which do not have any contractual relationship
with us and generally are not imposed with any of our control or oversight. We do not require our
distributors to seek our prior approval to engage sub-distributors. We do not have contractual
relationships with sub-distributors eng aged by our distributors, nor do we manage such
sub-distributors directly. As advised by the PRC Legal Adviser, pharmaceutical manufacturers
shall not be held liable for the violations of the Two-Invoice System arising from distributors’ sales
through sub-distributors, and the corresponding legal consequences lie solely with the
non-compliant distributors and sub-distributors.
In addition, we have adopted a series of in ternal control measures to monitor the
implementation of the Two-Invoice System in d ifferent provinces to ensure our continuous
compliance with relevant rules, regulations and p olicies. These measures include: (i) providing
training to our management and sales and marketing team to enhance their understanding of the
Two-Invoice System as well as relevant rules and reg ulations; (ii) requiring our sales and marketing
team to timely adjust their distribution strategy a ccording to the latest implementation status of the
Two-Invoice System; (iii) conducti ng qualification reviews to verify that our distributors hold valid
licenses and certifications; (iv) including speci fic legal liability clauses in connection with the
Two-Invoice System in our agreements with distri butors. Specifically, the current distribution
agreements stipulate that (a) the distributor must ensure that its practices comply with the
Two-Invoice System and other relevant regulatory r equirements applicable in China and the relevant
target markets; and (b) both parties must strictl y comply with applicable PRC laws and regulations
relating to anti-commercial bribery, anti-corruption, anti-unfair competition and anti-money
laundering. The agreements furt her provide that any legal consequences or liabilities arising from
a breach of the Two-Invoice System or related comp liance obligations shall be borne by the party at
fault; (v) monitoring the distribution flow of our products by us through periodic reviews of
distributors’ sales data; and (vi) reviewing procurement records between the distributors and public
hospitals through the relevant official govern ment procurement platforms operating under the
Two-Invoice System.
Pursuant to our sales contracts wi th the distributors, if any distr ibutor violates the relevant
provisions of the Two-Invoice System, our Group is entitled to require such distributor to bear
liabilities for breach of contract and indemnify us f or any losses incurred b y us as a result thereof,
and we may also elect to terminate our cooperation with such distributor.
As advised by the PRC Legal Adviser, during the Track Record Period and up to the Latest
Practicable Date, we (i) had not been deemed to have violated or circumvented any laws, regulations,
rules or policies in relation to the Two-Invoic e System, (ii) had not been disqualified from
participating in public tendering processes i n any province, (iii) were not subject to any
administrative fines or penaltie s by the competent authorities in relation to the Two-Invoice
System, and (iv) had not received any warning or notice from any competent authorities in relation
to the compliance of the Two-Invoice System. As advised by our PRC Legal Adviser and confirmed
by our Directors, the products we sold to public hospitals during the Track Record Period and up to
the Latest Practicable Date have complied with the relevant provisions of the Two-Invoice System in
all material respects.
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Based on the independent due diligence work performed by the Join t Sponsors and having
considered the view of the PRC Legal Adviser, nothing has come to the attention of the Joint
Sponsors that would reasonably cause them to cast doubt on the Company’s view in any material
aspect that the Group had not been deemed to have violated or circumvented any laws, regulations,
rules or policies in relation to the Two-Invoice S y s t e md u r i n gt h eT r a c kR e c o r da n du pt ot h eL a t e s t
Practicable Date.
Logistics Arrangement
We typically utilize third-party logistics servi ce providers to transport our products to our
distributors. We have entered into logistics serv ice agreements with these providers, under which
they are responsible for any losses incurred due to their negligence during the logistics process,
including transferring, loading, un loading, transporting, and delive ring to our customers. Generally,
we require third-party logistics service providers to maintain our products at 2 ˚Ct o8 ˚Ci n
light-protected environment, during storage and transit. During the Track Record Period, we did not
have any material disputes with third-party logistics service providers.
PRODUCT RETURNS AND WARRANTIES
We typically do not accept returns of any products, except for defective products. In the case of
defective products, we will bear all costs associated with their return and exchange. For information
regarding our distributors’ return policies, see ‘ ‘— Sales, Marketing and Distribution — Our Sales
and Distribution Arrangements.’’
We value feedback from our distributors and end customers. We have designated personnel to
handle complaint calls and regul arly review and analyze the feedback received. We place importance
on this feedback and any complaints. We have imple mented detailed procedures for handling quality
complaints and provide emergency response for pa tients experiencing any adverse reactions to our
products. Our sales and marketing team is respons ible for following up on customer complaints to
ensure they are addressed appropriately.
During the Track Record Period, we did not pro vide any warranties regarding our products,
nor did we make any provisions for warranty claims. During the Track Record Period and up to the
Latest Practicable Date, the amounts related to pro duct returns and exchanges were insignificant.
During the Track Record Period and up to the Late st Practicable Date, we had not experienced any
material complaint or product lia bility or other legal claims from our customers due to problems
associated with the quality of our products.
In accordance with applicable requirements, i ncluding GMP, we have established a product
recall procedure, which includes guidelines and processes for notifying responsible personnel and
handling recalled products. Duri ng the Track Record Period and up to the Latest Practicable Date,
we have not recalled any products due to quality issues.
PRICING
We have developed and implemented a reasonable pricing strategy for our major product,
Human TAT, to maintain its competitiveness and pr ofitability. In determining pricing, we consider
multiple factors, primarily including our R&D, man ufacturing, and marketing costs, the value of the
product, our market share, and the competitive landscape. During the Track Record Period, the
selling price of our Human TAT for Domestic Sales w as influenced by regulations and policies in the
pharmaceutical industry, including the VBP progr am. We closely monitor new policies affecting the
pricing of pharmaceutical products in China and continuously update our pricing strategy to
navigate the evolving regulatory environment and respond to local policies and competition in
different provinces. For details, see ‘‘— Major Re cent Regulatory Reforms’’. The selling pricing of
H u m a nT A Tf o rE x p o r tS a l e s ,a sw e l la st h es a l e so fveterinary pharmaceutical products, was more
market-driven and influenced by factors includi ng local purchasing power, competitive dynamics,
and regional healthcare policie s. During the Track Record Period, our Export Sales of Human TAT
primarily served Southeast Asian and African mark ets, which are characterized by relatively low
purchasing power. Out of humanitarian conside rations and as part of our strategic efforts to
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establish an early presence in these markets, w e have set lower selling prices for Export Sales
compared to Domestic Sales. For details of the avera ge selling prices of our products, see ‘‘Financial
Information — Description of Components of Consolidated Statements of Profit or Loss and Other
Comprehensive Income — Revenue — Sales of Human TAT.’’
During the Track Record Period, the price of o ur Human TAT remained relatively stable. For
the average selling prices of our Human TAT, see ‘ ‘Financial Information — Description of
Components of Consolidated Statements of Profit or Loss and Other Comprehensive Income —
Revenue — Sales of Human TAT.’’ Please also see ‘ ‘Risk Factors — Risks Relating to Our Business
and Industry — Risks Relating to Sales and Distribution of Our Products and the
Commercialization of Our Product Candidates — We may not be able to maintain or increase the
sales volume, pricing level and profit margin of o ur Human TAT, and diversify our product offering
structure effectively.’’
MAJOR RECENT REGULATORY REFORMS
NRDL
Participants in the national health insuran ce schemes are eligible for full or partial
reimbursement for the purchase of drugs included in the NRDL. The drugs included in the
NRDL are divided into Part A and Part B. Expens es incurred from purchasing drugs in Part A are
fully reimbursed under the medical insurance pro gram, while those for Part B drugs are partially
reimbursed. For further details, see ‘‘Regulator y Overview — Laws and Regulations in Relation to
New Drug — China’s National Reimbursement Drug List.’’
Our Human TAT has been included in the Part A of the NRDL ( 國家甲類醫保品種)s i n c eM a y
2000 and is also included in the National Emergency and Rescue Drugs Directory ( 國家急（搶）救藥
品目錄). Due to its classification as a Part A drug, patients purchasing Human TAT can receive full
reimbursement under the medical insurance program. The pri ce ceiling set by the NRDL is the final
purchase price paid by the public medical insurance bureaus. We set the ex-factory price charged to
distributors below the final purchase price (i.e., the price set for end customers). The difference
between the ex-factory price and the final purchase price allows distributors to achieve a reasonable
profit margin. Inclusion in the NRDL significant ly enhances the accessibility of our Human TAT.
The NRDL is updated annually, and the prices for drugs procured through centralized tender
processes are renegotiated every one to three yea rs. The NRDL’s impact on the pricing and the sales
volumes of our Human TAT during the Track Record Period was insignificant primarily because the
inclusion of our Human TAT in the NRDL took pla ce long before the Track Record Period. The
Directors believe that the inclu sion of our Human TAT in the NRDL will not have a significant
impact on the price and sales volume of Human TAT in the near future.
National Essential Drug List
The National Essential Drug List (2018 Editio n), issued by the National Health Commission
and the National Administration of Traditional Ch inese Medicine, aims to pr ovide affordable access
to essential medications for patients in China and e nsure equal opportunities for the public to obtain
essential drugs. Government-funded basic medical institutions (mainly including county-level
hospitals, county traditional Chinese medicine ho spitals, village health stations, and community
clinics) are required to store and use the drugs liste d in the National Essential Drug List. For further
details, see ‘‘Regulatory Overview — Laws and Re gulations in Relation to New Drug — National
Essential Drug List (2018 Edition).’’
Our Human TAT has been included in the Nationa l Essential Drug List since September 2009,
indicating its acceptance by medical institutions and physicians and further enhancing patient access
to this product. The National Essential Drug List’ s impact on the pricing and the sales volumes of
our Human TAT during the Track Record Period was insignificant primarily because the inclusion
of our Human TAT in the National Essential Drug List took place long before the Track Record
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Period. The Directors believe that the inclusion of our Human TAT in the National Essential Drug
List will not have a significant impact on the price and sales volume of Human TAT in the near
future.
VBP
In China, the prices of most drugs sold to public hospitals and public medical institutions are
determined through a centralized te nder process organized by nation al or provincial alliances. In the
centralized tender process, pharmaceutical comp anies may voluntarily bid to supply products to
public hospitals and other public medical institutions at specified prices, with successful bidders
being allowed to sell their products to the relevant i nstitutions at the bid prices. For more details, see
‘‘Regulatory Overview — Other Laws and Regulations in Relation to Medical Industry —
Volumetric Procurement.’’
In August 2023, our Human TAT participated in th e centralized VBP scheme organized by the
Beijing-Tianjin-Hebei pharmaceut ical alliance and was selected a s the exclusive winner with an
allocated share of 100%. We successfully renewed o ur participation in suc h VBP scheme in February
2026, and the renewed procurement cycle has a term of two years. In December 2023, our Human
TAT participated in the centralized VBP scheme for ‘‘Shortage and Emergency Rescue Products’’ led
by Guangdong Province, covering 27 provinces an d cities. We won the top bid, with an allocated
share of 72%. The winning of bids of our Human T AT in the VBP schemes led to increased average
selling prices of our Human TAT to distributors in Do mestic Sales. Specifically, our successful bids
under the VBP schemes enhanced our bargaining power with distributors, allowing us to achieve
higher average selling prices.
The period of inclusion in the VBP schemes is gen erally two to three years. The table below sets
forth the revenue generated from the Domestic Sales of Human TAT under the VBP schemes during
the Track Record Period:
Year Ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
VBP scheme 4,426 87,325 135,726
Non-VBP scheme 130,525 74,587 29,693
Total 134,951 161,912 165,419
Calculated as revenue generated from the Domestic Sales of Human TAT under the VBP
schemes divided by the total revenue generated from the Domestic Sales of Human TAT, our VBP
coverage rate increased from 3.3% in 2023 to 53.9% in 2024 and further to 82.0% in 2025. The
significant increases in 2024 and 2025 were prima rily due to the winning of bids of our Human TAT
in certain regional VBP schemes in the second half of 2023, with sales under VBP schemes gradually
increasing thereafter.
The table below sets forth the sales volume an d average selling price for the sales of Human
TAT under the VBP schemes during the Track Record Period:
Year Ended December 31,
2023 2024 2025
Sales
Volume
Average
Selling
Price (1)
Sales
Volume
Average
Selling
Price (1)
Sales
Volume
Average
Selling
Price (1)
Units’000 RMB/unit Units’000 RMB/unit Units’000 RMB/unit
VBP scheme 548 8.1 7,091 12.3 10,881 12.5
Non-VBP scheme 12,670 10.3 6,118 12.2 2,619 11.3
Total 13,218 10.2 13,209 12.3 13,500 12.3
Note:
(1) Average selling price is the price for sales to our dist ributors. The VBP scheme is implemented on a regional
b a s i s ,a n ds u c ha v e r a g es e l l i n gp r i c ei ne a c hr e g i o ni sa f f e c t e db yf a c t o r sb e y o n dV B Ps c h e m e ,i n c l u d i n gt h e
Two-Invoice System.
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O n c ead r u gi si n c l u d e di naV B Ps c h e m e ,i t sp r ice and base line sales volume for supply to
public hospitals are determined under the scheme. However, the VBP scheme only specifies the
purchase prices payable by hospitals, while the prices payable by distributors to manufacturers are
determined through separate commercial neg otiations. Our Human TAT was selected as the
exclusive winner with an allocated share of 100 % or won the top bid with an allocated share of 72%
in the centralized VBP schemes led by certain prov inces and cities. Consequently, our distributors
did not need to devote significant resources to market maintenance, which strengthened our
bargaining power and enabled us to achieve hi gher average selling prices to distributors.
OUR CUSTOMERS AND SUPPLIERS
Our Customers
During the Track Record Period , substantially all of our revenue derived from the sales of
Human TAT. Our customers for Human TAT were dist ributors. End customers primarily comprised
public hospitals, private hospitals, c linics and other medical institutions.
Our five largest customers are China-based pha rmaceutical distribution companies. Revenue
from five largest customers in each year, calculate d on the group level with entities controlled by the
same group combined together, amounted to RMB58.0 million, RMB64.4 million and RMB77.8
million in 2023, 2024 and 2025, respec tively, representing approx imately 29.3%, 29.2% and 33.1% of
our total revenue for the corresponding periods. Our revenue from our largest customer in each year
was RMB18.5 million, RMB28.6 million and RMB27.1 million in 2023, 2024 and 2 025, respectively,
representing 9.3%, 13.0% and 11.5% of our total re venue for the corresponding periods. We require
prepayment for some of our customers and grant certain a credit term of 30 to 90 days to our
customers, who generally make payments through w ire transfer or bank acceptance bills. There was
no major customer during the Track Record Period who was also our major supplier during the
corresponding period, or vice versa. The followi ng table sets forth details of our five largest
customers in each year during the Track Record Period:
Five largest customers
for 2025
Commencement
of business
relationship Background Major sales
Sales
amount
Percentage
of total
revenue
(RMB’000) (%)
Customer A 2010 Established in 2003, it is a China-based state-owned
enterprise engaged in the distribution and sales of
pharmaceutical products, medical devices, the operation of
retail pharmacy chains and other activities.
Human TAT 27,049 11.5
Customer B 2018 Established in 1993, it is a China-based enterprise principally
engaged in agrochemicals, refrigeration, pharmaceuticals
and related products.
Human TAT 17,845 7.6
Customer C 2017 Established in 2007, it is a China-based state-owned
company primarily engaged in the production, distribution
and sales of pharmaceutical and healthcare products.
Human TAT 12,672 5.4
Anhui Yikangwang
Health Management
Co., Ltd.
2023 Established in 2021, it is a China-based private company
engaged in the distribution and sales of pharmaceuticals,
provision of health consulting services and other activities.
Human TAT 11,687 5.0
Jinan Zhonghui
Enterprise
Management Co., Ltd.
2024 Established in 2022, it is a privately owned enterprise in
China engaged in consulting, technical services and the sale
of medical devices.
Human TAT 8,564 3.6
Total 77,817 33.1
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Five largest Customers
for 2024
Commencement
of business
relationship Background Major sales
Sales
amount
Percentage
of total
revenue
(RMB’000) (%)
Customer A 2010 Established in 2003, it is a China-based state-owned
enterprise engaged in the distribution and sales of
pharmaceutical products, medical devices, the operation of
retail pharmacy chains and other activities.
Human TAT 28,631 13.0
Customer C 2017 Established in 2007, it is a China-based state-owned
company primarily engaged in the production, distribution
and sales of pharmaceutical and healthcare products.
Human TAT 12,574 5.7
Anhui Yikangwang
Health Management
Co., Ltd.
2023 Established in 2021, it is a China-based private company
engaged in the distribution and sales of pharmaceuticals,
provision of health consulting services and other activities.
Human TAT 8,994 4.1
Jiangxi Zelin
Pharmaceutical
Technology Co., Ltd.
2017 Established in 2017, it is a China-based private company
specializing in the import and export of various goods and
technologies, as well as providing business information
consulting services.
Human TAT 7,396 3.4
Ningbo Innotech
Biotechnology Co.,
Ltd.
2021 Established in 2016, it is a China-based private company
engaged in the research and development of biological
products and the import and export of various goods and
technologies.
Human TAT 6,794 3.1
Total 64,389 29.2
Five largest Customers
for 2023
Commencement
of business
relationship Background Major sales
Sales
amount
Percentage
of total
revenue
(RMB’000) (%)
Customer A 2010 Established in 2003, it is a China-based state-owned
enterprise engaged in the distribution and sales of
pharmaceutical products, medical devices, the operation of
retail pharmacy chains and other activities.
Human TAT 18,465 9.3
Ningbo Noble
Pharmaceutical Co.,
Ltd.
2018 Established in 2017, it is a China-based private company
engaged in the distribution and sales of pharmaceuticals, as
well as the import and export of various goods and
technologies.
Human TAT 12,418 6.3
Runcheng
Biotechnology
(Xiamen) Co., Ltd.
2009 Established in 2007, it is a China-based private company
engaged in the export trade, distribution, and sales of
biopharmaceuticals, medical devices, healthcare products,
and other activities.
Human TAT 10,669 5.4
Wuhan Guokang
Pharmaceutical Co.,
Ltd.
2005 Established in 2003, it is a China-based private company
engaged in the distribution and sales of biological
products, technical consulting and other activities.
Human TAT 8,810 4.4
Jiangsu Hailei
Pharmaceutical Co.,
Ltd.
2018 Established in 2007, it is a China-based private enterprise
engaged in the distribution and sales of pharmaceuticals,
s a l e so fm e d i c a ld e v i c e sa n do t h e ra c t i v i t i e s .
Human TAT 7,592 3.8
Total 57,954 29.3
To the best knowledge of our Directors, all of our five largest customers in each year during the
T r a c kR e c o r dP e r i o da r eI n d e p e n d e n tT h i r dP a r t i es. None of our Directors, their respective close
associates or any shareholder who, to the knowledge of our Directors, owned more than 5% of our
issued share capital as of the Latest Practicable Date, has any interest in any of our five largest
customers in each year during the Track Record Period.
Our Suppliers
The key material used in the manufacturing of Human TAT is immunized equine plasma, which
we primarily produced in house. During the Track Record Period, we made a one-time purchase of
immunized equine plasma from a third-party supplie r, as part of our efforts to diversify our supply
chain and mitigate potential disruptions to the supply chain. During the Track Record Period, we
primarily procured horses, fodder, and pharmaceuti cal packaging materials f rom suppliers in China.
Additionally, we engaged third-party promoters and CROs to support our operations.
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Purchases from our five largest suppliers in each year, calculated on the group level with
entities controlled by the same group combined t ogether, amounted to RMB26.2 million, RMB15.1
million and RMB14.2 million in 2023, 202 4 and 2025, respectively, rep resenting 35.7%, 22.8% and
21.3% of our total purchases for the corresponding periods. Our purchases from our largest supplier
in each year were RMB8.9 million, RMB3.7 millio n and RMB3.9 million in 2023, 2024 and 2025,
respectively, representing 12.2%, 5.6% and 5. 8% of our total purchases for the corresponding
periods. We typically process payments to supplie rs via wire transfer or bank acceptance bills, which
often require full prepayment or offer about 30 to 90 days of credit terms. During the Track Record
Period, we settled payments with certain custo mers through bills, which were recognized as bills
receivables. Meanwhile, we endorsed bills receivabl es received from customers to certain suppliers
for the settlement of trade payables. If the bills are n ot paid on maturity, the suppliers have the right
to request us to pay the unsettled balance. These arrangements arose from our ordinary course of
business and is a common practice for sales of goo ds. The following table sets forth details of our
five largest suppliers in each year during the Track Record Period:
Five largest suppliers
for 2025
Commencement
of business
relationship Background
Our major
purchases
Purchases
amount
Percentage
of total
purchases
(RMB’000) (%)
STAM (Beijing)
Pharmaceutical
Technology Group
Co., Ltd.
2025 Established in 2005, it is a CRO company specializing in
providing one-stop, full-service clinical research solutions.
CRO services 3,888 5.8
Hangzhou Tigermed
Consulting Co., Ltd
2022 Established in 2004, it is a China-based enterprise providing
innovative R&D solutions across the entire life cycle for
t h eg l o b a lp h a r m a c e u t i c a la n dm e d i c a ld e v i c ei n d u s t r i e s .
CRO services 3,568 5.4
Supplier B 2024 Established in 2009, it is a private listed biopharmaceutical
company in China focused on the research, development,
manufacturing and commercialization of human vaccines.
Purified tetanus
toxoid bulk
2,337 3.5
Supplier A 2025 Established in 2022, it is a private enterprise in China
principally engaged in livestock breeding, animal
husbandry, and the production of breeding livestock and
poultry.
Horses 2,286 3.4
Hangzhou Yunle Brand
Management Co., Ltd.
2024 Established in 2019, it is a China-based private enterprise
specializing in brand promotion, marketing planning, and
market research services.
Promotion
services
2,160 3.2
14,239 21.3
Five largest Suppliers
for 2024
Commencement
of business
relationship Background Our major purchases
Purchases
amount
Percentage
of total
purchases
(RMB’000) (%)
Supplier C
(1) 2024 It is a China-based company primarily
engaged in manufacturing of veterinary
tetanus antitoxin.
Veterinary tetanus antitoxin 3,713 5.6
Supplier D 2024 It is a China-based company specializing in
the supply of immunized equine plasma.
Immunized equine plasma 3,425 5.2
Supplier E 2023 It is a China-based company specializing in
livestock breeding and sales.
Horses 3,082 4.6
Hangzhou Yunle Brand
Management Co., Ltd.
2024 Established in 2019, it is a China-based
private enterprise specializing in brand
promotion, marketing planning, and
market research services.
Promotion services 2,773 4.2
Chengdu Bolaiya
Biotechnology
Promotion Co., Ltd.
2021 Established in 2016, it is a China-based
private company providing promotion
services, enterprise management consulting,
and other services.
Promotion services 2,131 3.2
Total 15,124 22.8
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Five largest Suppliers
for 2023
Commencement
of business
relationship Background Our major purchases
Purchases
amount
Percentage
of total
purchases
(RMB’000) (%)
Shanghai Medicilon
Bio-Medical Co., Ltd.
2022 It is a China-based CRO service provider
offering comprehensive pre-clinical
research and development services for
biopharmaceuticals.
Pre-clinical research services 8,943 12.2
Supplier E 2023 It is a China-based company specializing in
livestock breeding and sales.
Horses 5,808 7.9
Gaotai County Jian
Quan Zi Forestry and
Animal Husbandry
Technology
Development Co.,
Ltd., and Hainan
Chuangxin
Pharmaceutical
Technology
Development Co.,
Ltd.
(2)
2022 It is a China-based group of companies
engaged in cultivation and sales of fodder
and other activities.
Fodder 4,316 5.9
Hangzhou Huaxiang
Biopharmaceutical
Co., Ltd.
2017 Established in 2006, it is a China-based
private enterprise specializing in promotion
services in the field of biological products
in the pharmaceutical industry.
Promotion services 4,234 5.8
Chengdu Bolaiya
Biotechnology
Promotion Co., Ltd.
2021 Established in 2016, it is a China-based
private company providing promotion
services, enterprise management consulting,
and other services.
Promotion services 2,881 3.9
Total 26,182 35.7
Notes:
(1) We purchased veterinary tetanus antitoxin from third -party suppliers during the T r a c kR e c o r dP e r i o d ,m a i n l y
because we have suspended the production of this product a nd this interim procurement strategy was essential to
ensure uninterrupted supply to our customers, thereby maintaining customer relationships.
(2) These companies are a group of entities controlled b y Ms. Jing and/or her associates during the Track Record
Period.
To the best knowledge of our Directors, save as di sclosed above, all of our five largest suppliers
in each year during the Track Record Period are Independent Third Parties, and none of our
Directors, their respective close associates or any shareholder who, to the knowledge of our
Directors, owned more than 5% of our issued share cap ital as of the Latest Practicable Date, has any
interest in any of our five largest suppliers in each year during the Track Record Period.
INTELLECTUAL PROPERTY RIGHTS
As of the Latest Practicable Date, we had 52 registered patents, four pending patent
applications, two registered domain names, and s ix registered trademarks in the PRC, as well as two
registered trademarks in Hong Kong, which we cons ider to be material to our business. For details
of our intellectual property rights, see ‘‘App endix VII — Statutory and General Information —
Further Information About the Business of Our Company — 2. Intellectual Property Rights.’’
In order to protect our intellectual property rights, we generally require our employees who
have access to trade secrets or confidential busi ness information to enter into confidentiality
agreements. These agreements typically provide tha t all relevant intellectual properties developed by
our employees during the course of their employmen t with us become our intellectual properties and
are treated as trade secrets. Our employees are contractually required to refrain from disclosing
confidential information to third parties, and t hey are strictly prohibited from transmitting
confidential information in public settings or through non-secure communication channels. In
addition, we have taken the following key measures to protect our intellectual property rights: (i)
implementing a set of comprehen sive internal policies to estab lish robust management over our
intellectual property rights, (ii) deploying a spec i a lt e a mt og u i d e ,m a n a g e ,s u p e r v i s ea n dm o n i t o r
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our daily work regarding intellectual properties, ( iii) timely registration, filing and application for
ownership of our intellectual properties, and (iv) engaging professional intellectual property service
providers when necessary.
During the Track Record Period and up to the Latest Practicable Date, we had not been sued
on the basis of, and had not undergone arbitration in respect of, nor had we received any notification
from third parties claiming infringement of any intellectual property or sales of counterfeit
pharmaceutical products that have had a material adverse effect on our business. In addition, during
the Track Record Period and up to the Latest Practicable Date, we had not been the subject of any
adverse finding in an investigation or audit by any governmental authorities in respect of the
infringement of any intellectual property of thi rd parties or sales of counterfeit pharmaceutical
products that had a material adverse effect on our b usiness. During the Track Record Period, we had
not initiated any legal proceedings against third part ies in relation to infringement of our intellectual
property rights or sale of counterfeits of our pr oducts. However, despite our internal control
procedures, we are still subject to risks relating to intellectual property rights. See ‘‘Risk Factors —
Risks Relating to Our Business and Industry — Risk s Relating to Our Intellectual Property Rights’’
for details.’’
However, our patents in connection with our Human TAT are mainly general-purpose
technology patents. Essentially, the components of antiserum products are not inherently
patent-dependent, but we believe we do not face imminent competition from other
biopharmaceutical companies for our Human TAT, on the basis of the following:
. Antiserum products are biological products that contain polyclonal antibodies produced
in animals, consisting of antibody mixtures t hat bind to different epitopes of the same
target pathogen. They are not chemically synt hesized molecules and therefore, there are
no ‘‘generic drugs’’ in the conventional sense ( i.e., identical active ingredient after patent
expiry). Due to the absence of well-defined str uctural or sequential characteristics, the
antibody mixtures are generally not subject to patent protection; and
. While potential competitors may develop similar b iological products in t heory, significant
industry barriers make it difficult fo r them to enter the market. We operate a
fully-integrated business model that mainly relies on our end-to-end capabilities and the
protection of technical know-hows and general-purpose technologies rather than patent
exclusivity of component structures to ma intain competitiveness in the market.
Specifically, the antiserum industry is characterized by high barriers to entry and each
segment of the industry value chain presents si gnificant technical, industrial and resource
barriers, making the industry highly technolo gy-, resource-, and experience-intensive.
According to Frost & Sullivan, new entrants ty pically require 5 to 10 years to establish an
industrial foundation. As one of the few antiserum companies in China and globally to
achieve full-industry-chain integration, we have established a competitive edge against
potential competitors, which ultimately protects us from new generic entrants.
While we continue to maintain strong competitiv e strengths within our industry, we may still
face competition from other comp anies, please see ‘‘Risk Factors — Risks Relating to Our Business
and Industry — We may not be able to compete effectiv ely against current and future competitors.’’
Given the inherent variability of polyclonal ant ibodies, achieving abs olute batch-to-batch
uniformity is not feasible. Instead, we ensure product consistency through a comprehensive and
integrated quality assurance sys tem. Specifically, variability i s minimized at the source through
standardized raw materials and immunization processes, controlle d during production using robust
and validated procedures, and verified post-production through extensive analytical testing. These
measures ensure that, despite minor natural variation s, all final products consistently maintain their
critical quality attributes, particularly biologi cal activity, and remain within validated ranges of
safety and efficacy.
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COMPETITION
The pharmaceutical and biopharmaceutical industries are characterized by rapidly advancing
technologies and competition. We face competition from other pharmaceutical companies, including
large, established pharmaceutical companies as well as some smaller emerging pharmaceutical
companies.
Our products and product candidates currently mainly focus on antiserum and anti-infective
areas, and we primarily compete with products t hat are indicated for similar conditions as our
products on the basis of efficacy, safety, pricin g, general market acceptan ce and recognition. The
identities of our key competitors vary by product and, in certain cases, our competitors may have
greater financial and research and development resources than us, may elect to focus these resources
on developing, importing or in-licensing and m arketing products that are substitutes for our
products and may have broader sales and marketing infrastructure with which to do so. See
‘‘Industry Overview’’ for more details about the major competitors of our products.
We believe our continued success will depend on our following capabilities: the end-to-end
capabilities spanning the entire industry value c hain — from animal farming and breeding, antigen
development and testing, host animal immunizat ion, immunized plasma collection to antibody
purification and formulation; the capability to develop innovative products and advanced
technologies; the capability to attract, retain an d cultivate talent; the capability to maintain high
quality standards; the capability to obtain and ma intain regulatory approvals; the capability to
effectively market and promote products; and t he capability to extend our reach into overseas
market.
EMPLOYEES
As of December 31, 2025, we had 327 employees in total, all of whom are located in China. The
following table sets forth the number of our employees categorized by function as of December 31,
2025.
Function Number
Percentage
of total
Sales and Marketing 33 10.1%
Manufacturing 151 46.2%
Research and development 43 13.1%
Quality assurance 22 6.7%
Finance and accounting 17 5.2%
Management and administrative 61 18.7%
Total 327 100%
We enter into individual employment contracts wi th our employees covering salaries, bonuses,
employee benefits, workplace safety, confidentia lity obligations, work product assignment clause
and grounds for termination. We also enter into s eparate confidentiality and non-competition
agreements with our key management and employees who have access to trade secrets or confidential
information about our business. The contracts with our key personnel typically include a standard
non-compete agreement that prohibits the employe e from competing with us, directly or indirectly,
during his or her employment and for a certain period after the termination of his or her
employment. The confidentiality agreements typica lly 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 empl oyment agreements with our key management, see
‘‘Directors and Senior Management.’’
We recruit our employees based on their qualifi cation and potential. We provide new employee
training to our employees and periodic on-the-jo b training to enhance the skills and knowledge of
our employees. Our employees’ remuneration compr ises salaries, bonuses, provident funds, social
security contributions, and other welfare payments. We have made contributions to our employees’
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social security insurance funds (including pensio n plans, medical insuran ce, work-related injury
insurance, unemployment insurance and matern ity insurance) and housing funds pursuant to
applicable laws and regulations.
We have established a labor union and we belie ve we maintain a good working relationship
with our employees. During the Track Record Perio d and up to the Latest Practicable Date, we were
not subject to any material claims, lawsuits, pe nalties or administrative actions relating to
non-compliance with occupational health and safety laws or regulations, and had not experienced
any strikes, labor disputes or industrial actions which have had a material effect on our business.
Social Insurance and Housing Provident Fund
Pursuant to the relevant PRC laws and regulation s, employers are obligated to contribute to
the social insurance and housing provident fund for their employees. During the Track Record
Period, we did not make adequate social insurance and housing provident fund contributions for
certain employees. Pursuant to the relevant PRC l aws and regulations, if any of the relevant social
insurance authorities is of the view that the social insurance contributions we made for our
employees do not comply with the requirements under the relevant PRC laws and regulations, it may
order us to pay the outstanding balance within a prescribed time period plus a late fee of 0.05% of
the total outstanding balance per day. If we fail to do so within the prescribed period as requested by
the relevant social insurance authorities, we may be subject to a fine ranging between one to three
times of the total outstanding balance. In addition, if any of the relevant housing provident fund
authorities is of the view that our contributions to the housing provident fund do not satisfy the
requirements under the relevant PRC laws and regulations, it may order us to pay the outstanding
balance within a prescribed period. If we fail to do so within the prescribed period, we may be subject
to an order from the relevant PRC courts for comp ulsory enforcement. As of December 31, 2023,
2024 and 2025, we made provision for shortfall of social insurance and housing provident fund
contributions of approximately RMB1.2 million , RMB1.4 million and RMB1.4 million, respectively.
We will make adequate contribution to the social insurance by the end of 2027 and to housing
provident funds by the end of 2028.
As of the Latest Practicable Date, we had not bee n subject to any administrative penalties for
the aforementioned matters, nor were we aware of a ny material employee complaint or dispute with
respect to social insurance or housing provident fund contribution. As advised by our PRC Legal
Adviser, based on the compliance certificates i ssued by the relevant competent authorities, the
market entity credit reports, and the intervie ws with the relevant competent governmental
authorities, and considering relevant regulatory policies and the facts stated above, and provided
that there are no material changes to the current so cial insurance, housing provident fund policies
and regulations, or to the enforcement and supervision requirements of local governments, the
likelihood that the competent government authorities would impose penalties on us due to our
failure to make full payment of the social insuranc e and housing provident funds during the Track
Record Period is low.
In addition, we have taken the following rectific ation measures to prevent future occurrence of
such non-compliance: (i) we plan to strengthen l egal compliance training to our employees to
increase their awareness of the relevant PRC laws and regulations and encourage their cooperation
in making payments for social insurance and housi ng provident funds; (ii) we have implemented and
distributed to our employees an internal control policy with respect to social insurance and housing
provident fund contributions in compliance with relevant PRC laws and regulations; and (iii) we
plan to regularly consult external counsel to asse ss whether we are at risk of non-compliance with the
relevant laws and regulations.
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LAND AND PROPERTIES
Owned Properties
As of the Latest Practicable Date, we held land u se rights certificates for multiple parcels of
land with total site area of approximately 388,37 8 sq.m. and occupied a number of buildings with an
aggregate gross floor area of approximately 56 ,993 sq.m. in the PRC. These parcels of lands and
properties are primarily for the use of production facilities, administrative offices, employee
dormitories and R&D buildings. They are mainly lo cated in Ji’an, Jiangxi Province; Zhangye, Gansu
Province; Chifeng, Inner Mongolia; and Haikou, Hainan Province.
Jones Lang LaSalle Corporate Appraisal and Advisory Limited, an independent property
valuer, has valued the selected property interests owned by us as of March 31, 2026. Please refer to
the full property valuation report set forth in Appe ndix III to this prospectus. Having considered the
implications of Rule 5.01A of the Listing Rules, the property interests not subject to valuation are
the property interests (i) that form part of our pr operty activities and with a carrying amount below
1% of our total assets, and the total carrying amount of such property interests not valued does not
exceed 10% of our total assets, or (ii) that do not form part of our property activities and the
carrying amount of such property interest is below 15% of our total assets.
As of the Latest Practicable Date, we had not obtained the real estate ownership certificates for
three of our properties in Haikou, Hainan province, with an aggregate gross floor area of
approximately 5,515 sq.m. Thes e properties are currently used primarily as laboratories and
administrative offices or currently vacant. These three properties were acquired from an Independent
Third Party and the lack of real estate ownership cer tificates for these properties is mainly because
the Independent Third Party seller failed to complete the necessary procedures during the
construction period. Given the complexity and lengthy approval process associated with
completing these procedures, we plan to co m m e n c er e n o v a t i o na n dr e l a t e dw o r ko nt h e s e
properties by the end of 2026, while concurrently submitting the necessary applications to obtain
the real estate ownership certificates. As advise d by the PRC Legal Adviser, the absence of estate
ownership certificates for the relevant propertie s does not, in itself, prohibit or invalidate the
carrying out of renovation or related works on the properties, provided that all necessary planning
and construction permits have been duly obtained in accordance with the laws. We were not aware of
any ownership controversy or dispute or thi rd party claims, nor had we been imposed any
administrative penalties, regarding these prope rties during the Track Record Period and up to the
Latest Practicable Date. We consulted Haikou National High-tech Industrial Development Zone
Administrative Committee ( 海口國家高新技術產業開發區管理委員會) which is the competent
authority as advised by our PRC Legal Adviser, there is no impediment for us to continue to use
and occupy these properties. In view of the foregoing, our PRC Legal Adviser is of the view, and our
Directors concur, that the absence of relevant real estate ownership certificates of these properties
will not have a material adverse impact on our business operations.
As of Latest Practicable Date, save as discussed above, none of our owned properties and land
that we held land use rights for were subject to an y encumbrance, mortgage, lien or pledge, and we
have obtained the real estate ownership certificates for all of our owned properties as of the Latest
Practicable Date.
Leased Properties
As of the Latest Practicable Date, we leased two properties. One leased property is located in
Zhangye, Gansu Province, with a site area of approximately 1,270 acres, used for the cultivation of
fodder. Another leased property is located in Chi feng, with a floor area of approximately 1,200
sq.m., used for PMSG intermediates. As of the Late st Practicable Date, lease agreements for these
properties had been registered with the relevant PRC authorities.
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INSURANCE
We maintain insurance policies that are requ ired under PRC laws and regulations as well as
based on our assessment of our operational needs a nd industry practice. We maintain motor vehicle
insurance and employer’s liability insurance. In the future, to the extent that any of the types of
insurances becomes mandatory due to changes of law or other reasons, we will acquire such
insurance in compliance with law. Our Directors c onsider that our existing insurance coverage is
sufficient for our present operations and in line with the industry practice in the PRC. Based on the
independent due diligence conduc ted, nothing has come to the Joint Sponsors’ attention that would
reasonably cause them to disagree with the above-m entioned Directors’ view on sufficiency of the
Group’s insurance coverage. For details, see ‘‘R isk Factors — Risks Relating to Our Business and
Industry — Risks Relating to Our General Oper ations — We have limited insurance coverage, and
any claims beyond our insurance coverage may r esult in our incurring substantial costs.’’
HEALTH, OCCUPATIONAL SAFETY AND ENVIRONMENTAL PROTECTION
We are subject to various social, health, safety and environmental laws and regulations and our
operations are regularly inspected by local gove rnment authorities. We believe we have adequate
policies ensuring compliance with all social, health, safety and environmental protection regulations.
We intend to create a lasting positive en vironmental, social and governance (‘‘ ESG’ ’ )i m p a c to no u r
customers, suppliers and the broader community whom our operation may impact. We acknowledge
our responsibilities on environmental protecti on, social responsibilities and are aware of the
climate-related issues that may have impact on o ur business. We are committed to complying with
ESG reporting requirements upon Listing.
The Board of Directors is responsible for establishing, reviewing, and approving our ESG
strategy, policies, and principles. The Board ove rsees ESG-related matters and ensures compliance
with applicable laws and regulations. The rele vant board-level committee, the Sustainability
Committee, consisting of Dr. TSANG Hiu Leong ( 曾曉亮), Dr. ZOU Pingxue ( 鄒平學), Ms. JING
Ruihua ( 敬瑞華) Mr. YAO Xiaodong ( 姚曉東) and Mr. LI Changqing ( 李長青), will coordinate
ESG-related efforts, identifies material ESG i ssues, guides day-to-day ESG management, and
oversees ESG report preparation. This committee also monitors ESG performance through regular
reviews and reports to the Board on an annual bas is. The members of our Sustainability Committee,
possessing rich industry-related or professional ma nagement experience, have accumulated hands-on
experience in managing business operations and have in-depth knowledge and exposure to ESG
matters. Our operational units, including various departments and subsidiaries, execute ESG tasks
within their scope of responsibility, assess an d mitigate ESG risks to ensure compliance with
environmental, health, and safety regulation s, and report progress to senior management.
Our Sustainability Committee under our Board sh all adopt various strategies and measures to
identify and prioritize material ESG issues, including but not limited to:
. reviewing and assessing the ESG reports of similar companies in the industry to ensure
that all relevant ESG-related risk s are identified on a timely basis.
. reviewing reports submitted by our Stra tegy Committee and discussing with such
committee from time to time to ensure all the material ESG areas are recognized and
reported.
. discussing with key stakeholders on key ESG p rinciples and practices to ensure that the
significant aspects are covered.
. organising a specific ESG risk management process to identify and consider ESG risks
and opportunities separate from other business risks and opportunities.
. setting targets for environment KPI with regard to pollution and natural resource
consumption. For example, we plan to reduce GHG emissions and electricity
consumption by 5% within the next five years.
As a biopharmaceutical company, we face a variety of environmental, health or safety-related
risks associated with our operations over the sh ort-, medium- and long-term. For example, our
operations involve the use of haz ardous materials, and may produce hazardous waste products to the
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environment. If we fail to process the hazardou s materials in compliance with relevant laws and
regulation, cause injury to persons involved or contaminate the environment, we could incur
significant costs associated with administrativ e, civil or criminal fines and penalties, lose our
permit/certificate or be ordered to make substantial alternation to our business operations. See
‘‘Risk Factors — Risks Relating to Our Business and Industry — We deal with potentially harmful
biological materials and other hazardous materials that may cause environmental contamination or
injury to others’’ for further details.
We have adopted a series of ESG policies, in cluding but not limited to: (i) reducing GHG
emissions from horse breeding through measu res such as optimizing feed formulations and
converting manure into organic fertilizer; (ii) esta blishing a land quality inspection team to conduct
comprehensive land evaluations on a regular basis to prevent overgrazing and maintain biodiversity
in pasture lands; (iii) providing welfare measures for horses in compliance with relevant laws and
regulations, such as spacious and comfortable stab les, fresh and nutritious feed, and a professional
veterinary team.
We place strong emphasis on animal welfare and have established comprehensive internal
standards to ensure the humane treatment of horses used for used for immunized plasma production.
We have adopted Equine Welfare Management Procedures and Equine Welfare and Health
Standards, which set out welfare requiremen ts across all stages of horse procurement,
transportation, quarantine, immunization, feed ing, plasma collection, an d daily management. Our
animal welfare standards are base d on applicable PRC national and industry standards, including
GB/T 42011–2022 General Principles for Laboratory Animal Welfare and GB/T 35892–2018
Guidelines for Ethical Review of Laboratory Animal Welfare, and also incorporate key principles
reflected in international animal welfare standa rds published by the World Organisation for Animal
Health and the European Convention for the Pr otection of Animals Kept for Farming Purposes.
We have established internal policies governing horse procurement, welfare management and
health monitoring. In particular, we conduct d ue diligence and qualification reviews of horse
suppliers and require compliance with our procurement and animal welfare standards to promote
ethical sourcing and humane treatment throughout the procurement process. We also maintain
dedicated veterinary and animal husbandry teams, comprising 21 personnel, responsible for animal
health management and welfare supervision, in cluding routine health examinations, daily
observation and timely veterinary interventi on where necessary. We apply human apheresis
plasma collection technology for equine plasma co llection, allowing red blood cells to be returned
to the horse and thereby significantly reducing p hysical stress. The use of smaller-gauge needles
instead of traditional larger on es further minimizes discomfort. Plasma collection volumes are
strictly regulated based on each horse’s body weight and health condition. Horses are retired if they
fail to meet antibody titer standard for three c onsecutive immunization cycles or if they have
physical injuries that prevent c ontinued immunization/plasma co llection. For retired horses, we
properly handle their disposal, such as by selling the m to herders or other third parties. For deceased
horses, they are disposed of in accordance wit h procedures approved by the local competent
authorities.
We have adopted internal control measures to ensure compliance with animal welfare
requirements, including limits on the volume and fre quency of plasma collection. We also regularly
monitor key animal welfare indicators, including m ortality and retirement rates. The mortality rate
and retirement rate are calculated by dividing the number of horses that died or were retired during
the relevant year, respectively, by the sum of (i) the number of horses at the beginning of the year
and (ii) the number of horses added during the year. During the Track Record Period, the mortality
rates of our horses were 9.0%, 4.4% and 5.0% in 2023, 2024 and 2025, respectively, and all recorded
deaths were investigated and documented with ident ified causes. The relatively higher mortality rate
in 2023 was primarily attributable to the disruptio n to the normal replenishment and replacement of
horses during the COVID-19 pandemic in 2022, which resulted in a temporarily longer average
utilization cycle of the existing horse populati on. Following the resumption of normal horse
procurement and replacement activities, the mor tality rate decreased significantly and remained
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stable in 2024 and 2025. During the same periods, the retirement rate of our horses were 31.2%,
38.7% and 36.5%, respectively, primarily due to p roduction cycle requirements, antibody titer
performance or health conditions. We did not experience any material animal welfare-related
accidents during the Track Record Period and up to th e Latest Practicable Date. In addition, injuries
to horses remained at a very low level and were limit ed to minor and recoverable injuries arising
from routine husbandry activities.
Our historical ESG compliance costs mainly incl ude: (i) installation and maintenance of sewage
treatment facilities and waste dust removal facilitie s; (ii) entrusting third-party hazardous waste
disposal companies; and (iii) donating materials t o the Red Cross. We expect to continue incurring
the above-mentioned compliance costs in the future.
Resource Consumption and Emissions
We rely on various metrics to measure the impac t of our business on the environment, mainly
including the amount of resource consumption, and the amount of waste (including wastewater and
solid waste) and GHG emissions. The followi ng table sets forth our resource use and
emission-related indicators during the Track Record Period.
Year Ended December 31,
2023 2024 2025
Resource consumption
Electricity (MWh) 2,609 2,130 2,874
Water (tons) 82,692 75,300 75,409
Natural Gas (tons)
(1) 123,049 — —
Steam (tons) (1) 2,317 2,865 5,141
Emission
Wastewater (tons) 11,616 11,618 7,624
Hazardous solid waste (tons) 32 27 16
Carbon and greenhouse gas (‘‘ GHG’’) (tCO2e)
(2) 377,061 1,991 3,169
Including: Scope I (1) 374,992 18 15
Scope II 2,069 1,973 3,153
Notes:
(1) Starting from July 2023, we transitioned to sourcing st eam from a local cogeneration plant, replacing our usage
of in-house natural gas-fired boilers. This shift led to an increase in steam consump tion while significantly
reducing natural gas usage in 2023. In 2024, we had fully transitioned away from natural gas usage, resulting in
no natural gas consumption for the year and a corresp onding increase in steam c onsumption. The aforesaid
transition also contributed to a substantial reduction in Scope 1 GHG emissions in both 2023 and 2024.
(2) With reference to GHG Protocol, we classified our gre enhouse gas emissions into the following scopes: Scope 1 :
direct greenhouse gas emissions; Scope 2 : Indirect greenhouse gas emissions; and Scope 3 : other indirective
greenhouse gas emissions. Direct greenhouse gas emi ssions, primarily from the combustion of fossil fuels
consumed by us and emissions from our operational acti vities. Scope 2 : Indirect greenhouse gas emissions,
primarily from the consumption of purchased electricit y and steam. Scope 3 : Other indirect greenhouse gas
emissions, primarily from the upstream and downstream val ue chain. It is difficult to audit such emissions as they
are mainly generated from upstream and downstream val ue chain. We did not make statistics and auditing for
these emissions.
We incorporate the concept of resource conservation into our corporate culture and the daily
operation of our laboratories and offices, mon itor our resource consumption and established
internal resource consumption management sys tems for laboratories and offices. We actively
implement energy-saving measures in our daily oper ation, such as timely turning off idle equipment
and lighting in laboratories and offices, and adjusting the operation load of air conditioners. We
focus on water resources issue and actively shoul der the social responsibility of protecting water
resources. Municipal water supply networks are the main incoming source of our Company’s water,
and we did not encounter major difficulties seeki ng suitable water sources during the Track Record
Period.
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The waste we produce is divided into hazardous waste (such as filter press waste residue,
toluene packaging bottles, and labo ratory waste reagents) and non-h azardous waste (such as general
office waste). Hazardous waste from our R&D and p roduction processes is handled by qualified
third-party waste treatment companies. We monitor wastewater discharge and pre-treat
concentrated wastewater at our sewage treatment station, where it undergoes pH adjustment,
coagulation and sedimentation, hydrolysis acidific ation, and contact oxidation before discharge.
Non-hazardous waste is collected and disposed of b y sanitation companies. Our operation does not
involve organized exhaust gas emissions. For unorganized exhaust gas, we engage qualified
third-party companies to conduct periodic monitoring. Our Directors confirm that our disposal of
hazardous virus waste is in accordance with the relevant laws and regulations.
Our Board will set targets for each material K PIs at the beginning of each financial year in
accordance with the disclosure requirements of the Listing Rules and other relevant rules and
regulations upon listing. For example, we plan to reduce GHG emissions and electricity
consumption by 5% within the next five years. The relevant targets on material KPIs will be
reviewed on an annual basis to ensure that they remain appropriate to the needs of our Group. In
setting targets for the ESG-related KPIs, we will take into account our respective historical
consumption or discharge levels during the Track Record Period, and our future business expansion
in a thorough and prudent manner with a view of balancing business growth and environmental
protection to achieve sustainable development. We will continue to adopt a wide range of
environment conservation measu res to limit resource consumption and emissions. With respect to
resource consumption, we will (i) i nstall energy efficient facilities for our daily office operation and
manufacturing process; (ii) limit ing business air travels and replacing long-journey in-person
meetings with virtual conferences where possible; (iii) promote paperless office and (iv) cultivate a
corporate culture of environmental protection thr ough employee training and office policies, such as
switching off certain equipment or setting up au tomatic power shutdown for certain systems and
devices when not in use. With respect to waste gener ation and greenhouse gas emissions, we will (i)
regularly monitor and assess sources of hazardous waste generation and update to more
environment-friendly manufacturing processes and facilities when appropriate; (ii) optimize horse
feed formulation to improve feed digestibility a nd utilization rate and (iii) continue to work with
qualified professional waste pro cessors and enhance our on-site waste treatment capacities, such as
converting livestock and poultry manure into organic fertilizer.
Social Responsibilities
In respect of social responsibilities, we are c ommitted to offering a fair and caring working
environment to our employees. We have transpar ent policies on recruitment, compensation,
dismissal, equal opport unities, diversity and anti-discrimination. We encourage our employees who
encounter any discrimination to seek immediate assi stance, which also allo ws us to conduct timely
investigation and follow up as needed. In addition, we provide training programs on industry and
regulatory developments to our employees. D uring the outbreak of COVID-19 pandemic, we
endeavored to provide a safe work environment by implementing company-wide self-protection
policies for employees, including providing prote ctive masks and sanitization to our employees.
Work Safety
To ensure our compliance with applicable laws an d regulations on environmental, health and
safety and to maintain a healthy and safe enviro nment for our employees, we (i) establish and
improve the work safety responsibility system, cl arifying the work safety responsibilities of
management personnel at all levels and employees in all positions within the company; (ii) inspect
our equipment and facility regularly to identify and eliminate safety hazards, (iii) assign designated
personnel to manage relevant issues during daily operations, (iv) provide regular safety awareness
training to our employees, (v) conduct annual health examinations for employ ees, and (vi) formulate
comprehensive emergency response plans for work safety accidents, covering various possible
accident types such as fires, mechanical injuries, and animal injuries, and regularly organize and
conduct emergency drills. During the Track Record P eriod and up to the Latest Practicable Date, we
have not experienced any major workplace accident.
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Environmental Matters
We are concerned about the impact of our busi ness on climate and environment. We prepare
environmental impact reports for construction of new factories and/or production lines in
accordance with applicable laws and regulations, and prepare environmental risk assessment
reports periodically. We strive t o take measures to protect the ecological environment during our
business operation, with an aim of minimizing adver se environmental impact. Such measures include
but are not limited to (i) installing water saving ap pliances in areas such as workshops and horse
farms; (ii) increasing the staff’s education on wa ter saving; and (iii) using treated wastewater for
irrigation on green belts. Our operations involv e the use of hazardous and flammable materials,
including chemicals and biological materials, a nd may also produce hazardous waste. All waste
generated during our operations will be stored in accordance with our internal policies and
applicable laws and regulations and discharged f ollowing harmless treatment by qualified service
providers.
We are exposed to climate risks mainly includi ng extreme high and low temperature, strong
winds and sandstorm. We have taken many measures to manage such risks, including but not limited
to: (i) to thermally insulate the water supply pipeline; and (ii) to develop emergency response plans
and organize regular drills. These climate risk s did not have a material adverse impact on our
business and financial performance during the Track Record Period.
We also actively monitor our resource consumption for our manufacturing function. We
believe we have maintained good re lationships with the communities surrounding our manufacturing
facility. During the Track Record Period and up to the Latest Practicable Date, we complied with
the relevant environmental and occupational healt h and safety laws and regulations in all material
aspects, and we did not have any incidents or comp laints which had a material and adverse effect on
our business, financial condition or impact on the operations of our business during the period. We
expect our costs of complying with current and future environmental protection laws to increase in
the future, as we further our R&D and commercializ ation efforts. We incorporate a sustainable
development approach in our daily business operation decisions.
ESG Compliance of Suppliers and Distributors
We plan to adopt various measures towards our su ppliers and distributors to ensure that their
ESG policies align with that of us, including (i) regu larly communicating and providing training with
suppliers and distributors on ESG standards; (ii) establishing a strict supervision mechanism to
periodically inspect the ESG imple mentation of suppliers and distrib utors, ensuring their continuous
compliance with our requirements; and (iii) prov iding incentives such as priority payment and
long-term contracts to suppliers and distributors with outstanding ESG performance.
LEGAL PROCEEDINGS AND COMPLIANCE
Licenses and Permits
As a company based in the PRC specializing in the development, manufacturing, and
commercialization of pharmaceutical products f or both human and animal use, we are required to
maintain or renew the necessary permits, licenses and certifications for our business. We are also
subject to regular inspections, examinations and audits by relevant authorities. As advised by our
PRC Legal Adviser, our Directors believe, which the Joint Sponsors concur having considered the
PRC Legal Adviser’s view and based on the indepe ndent due diligence conducted, during the Track
Record Period and up to the Latest Practicable Date, we had obtained the requisite licenses,
approvals and permits from, and completed registrations with the relevant government authorities
that are material for our current business operations in the PRC pursuant to the relevant laws and
regulations or the requirements of the competent authority.
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Legal Proceedings
We are subject to legal proceedings, disputes and claims that arise in the ordinary course of
business from time to time. See ‘‘Risk Factors — Risks Relating to Our Business and Industry —
Risks Relating to Our General Operations — We may become a party or are subject to litigation,
legal disputes, claims, administrative proceeding s or other administrative measures.’’ During the
Track Record Period and as of the Latest Practicable Date, we were not a party to any ongoing
material litigation, arbitration or administrat ive proceedings, and we are not aware of any claims or
proceedings contemplated by government authori ties or third parties which would materially and
adversely affect our business. Our Directors are not involved in any actual or threatened material
claims or litigation.
RISK MANAGEMENT AND INTERNAL CONTROL
Risk Management
We believe risk management is critical to th e success of our business operation. Key
operational risks faced by us include changes in the general market conditions and the regulatory
environment of the PRC and global antiserum and an ti-infective pharmaceutical markets, our ability
to promote our products and to develop, manufactu re and commercialize our product candidates,
and our market competitiveness. See ‘‘Risk F actors’’ for a discussion of various risks and
uncertainties we face. We also face various market risks. In particular, we are exposed to credit,
liquidity, interest rate and currency risks that arise in the normal course of our business. See
‘‘Financial Information — Risk Disclosures’’ for a discussion of these market risks.
We have adopted a consolidated set of risk m anagement policies laying out a complete
framework to identify, assess, evaluate and monitor key risks associated with our strategic objectives
on an on-going basis. Our senior management, and ultimately our Directors, supervise the
implementation of our risk management policies. Risks identified by management will be analyzed
on the basis of likelihood and impact, and will be properly followed up and mitigated by us and
reported to our Directors.
We have adopted or will continue to adopt, amon g other things, the following risk management
measures:
. The Board of Directors is the highest decisi on-making body for comprehensive risk
management, responsible for determining t he overall risk management objectives,
understanding and mastering major risks faced by the company, and making effective
risk control decisions. The Board authorizes the Audit Committee to execute daily
decisions related to comprehensive risk management.
. Under the leadership of the Board, we have adopted the ‘‘three-lines-of-defense’’
mechanism for risk management. Our seni or management oversee and manage the
overall risk prevention and control for the first and second lines of risk defense. Our
business departments and subsidiaries for m the first line, while functional management
departments form the second line of risk defense. Our audit department forms the third
line of risk defense, which supervises and evaluates whether our risk management system
is effectively implemented.
. Our general manager is the primary person responsible for comprehensive risk
management, including establishing and improving the Company’s risk management
framework. The audit department is responsible for organizing risk identification,
assessment, and analysis, summarizing and r eviewing major risk assessments and response
measures, and updating the Company’s risk ma nagement information database annually.
. Each department and subsidiary of the Company is responsible for comprehensive risk
management within their business scope, i ncluding but not limited to (i) developing and
executing risk response measures and management plans; (ii) promoting the construction
and implementation of internal control po licies; and (iii) collecting relevant risk
information, conducting risk assessments and i dentification, and actively implementing
risk response measures and c ontrolling major risks.
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We consider that our Directors and members of our senior management possess the necessary
knowledge and experience in providing good corporate governance oversight in connection with risk
management and internal control. See ‘‘Director s and Senior Management’’ for details of their
qualification and experiences.
Internal Control
Our Board is responsible for establishing our internal control system and reviewing its
effectiveness. Our Directors are satisfied that our internal control system is adequate and effective
for our current operational environment.
Below is a summary of the internal control policies, measures and procedures we have
implemented or plan to implement:
. We have adopted various measures and procedures regarding each aspect of our business
operation, such as related risk management , protection of intellectual property,
environmental protection and occupation al health and safety. We provide periodic
training about these measures and procedures to our employees as part of our employee
training program. Our internal audit team conducts audit fieldwork to monitor the
implementation of our internal control policies, reports the weakness identified to our
management and audit committee and follo ws up on the rectification actions.
. Our Directors (who are responsible for monitoring the corporate governance of our
Group) with help from our legal advisers, will also periodically review our compliance
status with all relevant laws and regulations after the Listing.
. We have established an audit committee which, among others, (i) makes recommendations
to our Board of Directors on the appointment and removal of external auditors; and (ii)
reviews the financial statements and in ternal control system of our Company.
. We ensure that patients’ consent is duly obt ained and that personal privacy and data
security are protected in compliance with PRC laws. We either obtain de-identified data
through qualified institutions or work with cooperating medical institutions that are
contractually bound to comply with data pro tection requirements. Specifically, (i)
regarding post-marketing surveillance of T AT products, the data obtained by us are
de-identified patient data collected by medical institutions that have obtained patients’
consent in advance. We accesses such data through the adverse reaction monitoring
system of the National Medical Products Administration pursuant to contractual
arrangements, and therefore do not directly co llect any identifiable patient information,
(ii) regarding clinical studies conducted by us, cooperating medical institutions are
responsible for recruiting trial participants. Each participant is required to sign an
informed consent form before enrolment, including the terms relating to our usage of
patient data. Our cooperation agreements with these medical institutions expressly
stipulate obligations on the protection of par ticipants’ personal privacy and data security
in accordance with applicable laws and regulations. We did not collect personal patient
data outside of China and our operations did not involve cross-border data transfer
during the Track Record Period and up to the Lat est Practicable Date. All data are stored
locally within the PRC, and we have established i nternal data security policies and control
measures. Our Directors believe that our internal measures on data privacy and security
were sufficient and effective in all material re spects. Our Directors believe that, as advised
by the PRC Legal Adviser, our Group comp lied with the PRC Personal Information
Protection Law, Cybersecurity Law and Data Se curity Law in all material respects during
the Track Record Period and up to the Latest Practicable Date. During the Track Record
Period and up of the Latest Practicable Date, we had not been subject to any
administrative penalty for violation of data privacy or security regulations.
. We have engaged Patrons Capital Limited as our compliance adviser to provide advice to
our Directors and management team until we distribute our annual report of financial
results for the first full fiscal year after the Listing regarding matters relating to the
Listing Rules. We must consult with and if n ecessary, seek advice from our compliance
adviser where we propose to use the proceeds of the Global Offering in a manner different
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from our plan that sets forth in ‘‘Future Plans and Use of Proceeds’’ in this prospectus
after the Listing. Our compliance adviser w ill also provide support and advice regarding
requirements of relevant regulato ry authorities in a timely fashion.
. We plan to provide various and continuing t rainings to update our Directors, senior
management, and relevant employees on the latest PRC laws and regulations from time to
time with a view to proactively identify any c oncerns and issues relating to any potential
non-compliance.
. We intend to maintain strict anti-corrupt ion policies among our sales personnel and
distributors in our sales and marketing acti vities. We will also ensure that our sales and
marketing personnel comply with applicable promotion and advertising requirements,
which include restrictions on promoting drugs for unapproved uses or patient
populations, also known as off-label use, and limitations on industry-sponsored
scientific and educational activities.
. We have established procedures to protect the c onfidentiality of patients’ data. We usually
require our personnel to collect and safeguard personal information in their possession.
According to the GCP and relevant regulati ons, access to clinical trial data has been
strictly limited to authorized personnel. Add itionally, we require external parties and
internal employees involved in clinical trials to comply with confidentiality requirements.
Data are to be used only for the intended use, as agreed by the patients and consistent
with the informed consent form. In our cou rse of business, we receive, collect and store
personal data from post-marketing surve illance and real-world studies, such as
spontaneously reported adverse drug reac tions, and submit drug safety reports as
required by regulatory authorities. Apart f rom this, we did not collect or process any
other personal data in our course of busi ness during the Track Record Period.
. To prevent the receipt of kickbacks, bribes or other illegal gains or benefits, we have
adopted anti-fraud, anti-corruption and anti-bribery policies prohibiting, among others,
the offering, giving, soliciting or accepting of bribes, kickbacks, rebates or other improper
benefits. We also provided regular complia nce training to employees and established
whistleblowing channels with protections a gainst retaliation. We conduct due diligence
and approval procedures for suppliers, distributors and other business partners, select
suppliers through public tendering, competit ive negotiations and other procedures where
appropriate, maintain supplier records and periodic assessment mechanisms, include
compliance and anti-bribery provisions in our agreements with them, and monitor
compliance through internal audits and comp liance reviews. Employees or third parties
found to have violated our anti-bribery polic ies may be subject to disciplinary actions,
termination of employment or business relat ionships, compensation for losses and, where
appropriate, referral to t he relevant authorities.
D u r i n gt h eT r a c kR e c o r dP e r i o d ,w eh a v er e v i ewed and enhanced our internal control system.
We believe that our Directors and members of our senior management possess the necessary
knowledge and experience in providing good corporate governance oversight in connection with risk
management and internal control.
Third-party Payment Arrangement
In 2023 and 2024, eight and 11 of our customers (the ‘‘ Relevant Customer(s) ’’), primarily
consisting of overseas distributors and individ ual veterinary drug distributors, settled their
outstanding payments (the ‘‘ Third-Party Payments ’’) to us through third parties other than
contractual counterparties under relevant sales and purchase agreements (the ‘‘ Third-Party
Payor(s) ’’). The aggregate amounts that were settl ed through Third-Party Payments by the
Relevant Customers were approximately RM B2.2 million and RMB8.2 million in 2023 and 2024,
respectively, representing appro ximately 1.1%, 3.7% of our total rev enue for the respective periods.
During the Track Record Period, certain Rele vant Customers opted to settle with us through
Third-Party Payors and arranged the Third-Party Payments (the ‘‘ Third-Party Payment
Arrangement ’’) due to commercial convenience. Once payment was made, the Relevant Customer
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informed our sales staff and provided us with th e proof of the relevant payment to allow us to
reconcile the amount we receive in our bank accounts. During the Track Record Period, we have not
experienced any difficulties in reconc iling the payments that we have received.
According to Frost & Sullivan, it is not uncommon for China-based companies in our industry
to accept Third-Party Payments to facilitate p ayments, both in domestic and international
transactions. They utilized Third-Party Payment Arrangements primarily because (i) the Relevant
Customers were located in countries with strict for eign exchange regulations and restrictions and
may face difficulties remitting payments abroad , therefore they may arrange Third-Party Payments
to be made by Third-Party Payors to settle the payments with us; and (ii) some Relevant Customers
may arrange their related parties or business partners to settle with us for convenience and
flexibility. To the best knowledge of our Directo rs, the Third-Party Payors primarily include
business partners, family members, employees or rela ted entities of the Relevant Customers, and all
the Relevant Customers and Third-Party Payors are Independent Third Parties.
During the Track Record Period, (i) we had not proactively initiated any Third-party Payment
Arrangement; (ii) our Group had not provided any discount, commission, rebate or other benefit to
any of the Relevant Customers or Third-Party Payor s to facilitate or incentivize the Third-party
Payment Arrangement; and (iii) the pricing and p ayment terms of the agreements we entered into
with the Relevant Customers were generally in lin e with those of customers not involved in the
Third-party Payment Arrangement.
We had ceased all Third-party Payment Arrangements in April 1, 2025. Thereafter, we only
accept payments from the contractual counterparties under relevant sales and purchase agreements,
and no payments from any other parties will be accepted. In order to mitigate our risks associated
with the Third-Party Payments we received, we have obtained written confirmations from Relevant
Customers during the Track Record Period confir ming that, among other things: (i) the relevant
Third-Party Payments were paid by the Third-Part y Payor to us for settling the payment obligations
of the Relevant Customers with us, and the Third-Party Payors are bound by the payment terms of
the agreements between the Relevant Customers and u s; (ii) the reason(s) for making the Third-Party
Payment Arrangement; (iii) neither the Relevant Cu stomer nor the Third-Party Payor will request
for the refund of any of the Third-Party Payments; and (iv) in the event that any amount of the
Third-Party Payments is required to be returned to the Third-Party Payor, the Relevant Customer
shall indemnify our Group of such amount together with all costs incurred.
We have adopted enhanced internal control meas ures to safeguard our interest against risks
associated with the Third-party Payment Arrangem ent, including but not lim ited to the following:
. Our customers are required to submit their own settlement account information to us
before any settlement is made, and we will closely monitor any change of settlement
account information to identify any pot ential Third-party Payment Arrangement;
. Our employees are required to reject and/or return all payments made by third-party
p a y e r s .T h e ya r ea l s or e q u i r e dt oi n f o r mc u s t omers of the above policies and measures and
not to make payment to our Group on behalf of any of the customers; and
. We manage our bank accounts in accordance wi th the principle of segregation of duties.
Different personnel of our finance department are assigned with different duties to verify,
record, manage and settle transactions through such accounts, to ensure the accuracy of
our accounting records, reduce the risks of account misuse and avoid account security
risks.
We believe that the cessation of the Third-Par ty Payment Arrangement did not have, nor will
have, any material adverse effect on our business ope rations and financial results. In addition, our
cessation of the Third-Party Payment Arrangemen t has not had any material adverse impact on our
subsequent sales to the Relevant Customers. As ad vised by our PRC Legal Adviser, the Third-party
Payment Arrangement did not violate any mandatory requirements of the applicable PRC laws or
regulations.
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BOARD OF DIRECTORS
Our Board currently consists of nine Directo rs, comprising four executive Directors, two
non-executive Directors and three independent no n-executive Directors. Our Board serves a term of
three years, which is renewable upon re-election a nd re-appointment and is responsible for, and has
general powers for, the management and conduct of our business.
The following table sets forth general i nformation regarding our Directors:
Name Age Position(s)
Date of
appointment as
Director
Date of
joining our
Group Role and responsibilities
Relationship with
other Directors and
senior management
Ms. JING Yue
(敬玥)
33 Chairperson of our
Board and executive
Director
May 25, 2017 May 25, 2017 Primarily responsible for
overseeing overall
management, business
and strategies of our
Group
Sister of Ms. JING
Ruihua
Mr. YAO Xiaodong
(姚曉東)
56 Executive Director and
general manager
August 21, 2009 July 5, 2002 Primarily responsible for
overseeing daily
management and
operations of our
Group
None
Mr. LI Changqing
(李長青)
50 Executive Director,
deputy general
manager, assistant
to our general
manager and deputy
manager of our
foreign trade
department
January 6, 2024 April 15, 2019 Primarily responsible for
overseeing our supply
department and
overall management
of certain subsidiaries
of our Company
None
Ms. JING Ruihua
(敬瑞華)
26 Executive Director November 24,
2024
November 24,
2024
Primarily responsible for
monitoring the skills
matrix of our Board
and overseeing our
human resources
management system
Sister of Ms. JING
Yue
Ms. YU Ailian
(于愛蓮)
62 Non-executive Director December 22,
2017
December 22,
2017
Primarily responsible for
assisting with
strategic planning and
matters relating to
investments and
financings of our
Group
None
Mr. XIAO
Changqing
(肖長清)( w h o s e
former Chinese
name is 肖長青)
61 Non-executive Director June 30, 2021 June 30, 2021 Primarily responsible for
assisting with
strategic planning and
matters relating to
investments and
financings of our
Group
None
Dr. ZOU Pingxue
(鄒平學
)
61 Independent
non-executive
Director
January 6, 2024 January 6, 2024 Primarily responsible for
providing independent
advice and judgment
to our Board
None
Dr. TSANG Hiu
Leong ( 曾曉亮)
53 Independent
non-executive
Director
March 20, 2024 March 20, 2024 Primarily responsible for
providing independent
advice and judgment
to our Board
None
M r .W UD i( 吳迪) 42 Independent
non-executive
Director
March 20, 2025 March 20, 2025 Primarily responsible for
providing independent
advice and judgment
to our Board
None
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The following sets forth the biographies of our Directors:
Executive Directors
Ms. JING Yue ( 敬玥), aged 33, joined our Group in May 2017, and has served as a Director
since then. Since January 2022, she has been the chairperson of our Board. Ms. Jing was
re-designated as an executive Director on March 20, 2025. Further, Ms. Jing is also currently a
director and the general manager of our subsidiary, Jiangsheng (Shenzhen) Biotechnology R&D
Center Co., Ltd. ( 江生（深圳）生物技術研發中心有限公司). She is primarily responsible for
overseeing overall management, business and strategies of our Group.
Ms. Jing has over eight years of experience in ma nagement in the biotech nology industry. From
June 2016 to December 2017, she was the general ma nager of Shenzhen Jinruifeng Biotechnology
Co., Ltd. ( 深圳金瑞豐生物科技有限公司), a company principally engaged in trade in food, health
products and biological products, where she was primarily responsible f or overseeing overall
management of the company.
Ms. Jing obtained her bachelor’s degree in business and political economy from Stern School of
Business of New York University in the United S tates in May 2016. She further completed an
advanced training course on financial investment and capital operation at Tsinghua Shenzhen
International Graduate School ( 清華大學深圳研究生院) in Guangdong in December 2018. She is
currently pursuing a doctor’s degree in busines s administration at the Hong Kong Polytechnic
University in Hong Kong. Ms. Jing has been certified as a certified management accountant by the
Institute of Management Accountants since April 2019.
Mr. YAO Xiaodong ( 姚曉東), aged 56, joined our Group in July 2002 as our deputy general
manager, and has been our general manager sin ce July 2006. He was appointed as a Director on
August 21, 2009, and was re-designated as an executive Director on March 20, 2025. Mr. Yao is also
currently the chairperson of the board of directors of our subsidiary, Jiangsheng (Shenzhen)
Biotechnology R&D Center Co., Ltd.. He is primarily responsible for overseeing daily management
and operations of our Group.
Mr. Yao has over 32 years of experience in the pharmaceutical industry. From September 1992
to July 2002, he was successively a technician, th e head of the serum department, the head of
production, an assistant to the director and a deputy director at Jiangxi Institute of Biological
Products ( 江西生物製品研究所) (formerly known as Jiangxi Ji’an Institute of Biological Products ( 江
西吉安
生物製品所) and Institute of Biological Products of Ji’an, Jiangxi ( 江西省吉安地區生物製品
所)), an institute to which the history of our Group can be traced and whose details are further set
out in the section headed ‘‘History, Development and C orporate Structure’’ in this prospectus, where
he was primarily responsible for overseeing manufacturing and management of production
technology. From July 2005 to March 2017, Mr. Yao was the general manager and an executive
director of Gaotai County Jinlucao Industry Co., Ltd. ( 高台縣金鹿草產業有限責任公司), a company
principally engaged in breeding and sales of liv estock, crop production and sales of forest and
agricultural products, where he was primarily responsible for overseeing daily operations of the
company. From March 2013 to October 2019, he was a director of Longnan Tianma Bioproducts
Co., Ltd. ( 隴南天馬生物製品有限責任公司), a company principally engaged in breeding and sales of
livestock and production and sales of pastures, wh ere he was primarily responsible for overseeing
daily operations of the company.
Mr. Yao graduated with a major in economic management from Central Party School
Correspondence Institute (Ji’an Campus) ( 中央黨校函授學院（吉安分校）) in Jiangxi in December
1999. He further graduated with a major in pharmacy from Jinggangshan University ( 井岡山大學)i n
Jiangxi in January 2013. Mr. Yao completed t he EMBA advanced training program for senior
management in the pharmaceutical and medical device industry in China ( 全國醫藥、醫療器械行業
高層管
理人員工商管理 EMBA 高級研修班) at the Institute of Executive Development of the China
Food and Drug Administration ( 國家食品藥品監督管理總局高級研修學院) (currently known as the
Institute of Executive Development of the NMPA （國家藥品監督管理局高級研修學院）) in Beijing in
June 2015, and the first phase of the advanced training program for leading Jinggang entrepreneurs
DIRECTORS AND SENIOR MANAGEMENT
–1 9 8–


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(領航井岡企業家高級研修班（首期）) at Cheung Kong Graduate School of Business ( 長江商學院)i n
Beijing in June 2018. Besides, he has been certi fied as a senior engineer in pharmaceutical
engineering ( 製藥工程) by the Professional Title Affairs Office of Jiangxi Province ( 江西省職稱工作
辦公室) since October 2023.
Mr. LI Changqing ( 李長青), aged 50, joined our Group in April 2019, and has successively been
a deputy manager of our foreign trade department, an assistant to our general manager and our
deputy general manager since then. He was appointed as a Director on January 6, 2024, and was
re-designated as an executive Director on March 20, 2025. Mr. Li is also currently the chairperson of
the board of directors and/or the general manager of our subsidiaries, including Gaotai County
Tianhong Biochemical Techno logy Development Co., Ltd. ( 高台縣天鴻生化科技開發有限責任公司),
Gaotai County Tianhong Sand Grass Industry Development Co., Ltd. ( 高台縣天鴻沙草產業開發有
限責任公司), Chifeng Bo-en Pharmaceutical Co., Ltd. ( 赤峰博恩藥業有限公司) and Hainan
Pharmaceutical Resear ch Institute Co., Ltd. ( 海南藥物研究所有限責任公司). He is primarily
responsible for overseeing our supply departmen t and overall management of certain subsidiaries
of our Company.
Mr. Li has extensive experience in the business development. Prior to joining our Group, from
May 2002 to June 2004, Mr. Li worked at Shenzhen Sangao Agricultural Products Import and
Export Co., Ltd. ( 深圳市三高農產品進出口有限公司), a company principally engaged in imports and
exports of agricultural products, where he was prima rily responsible for matters relating to imports,
exports and customs declaration. From May 2005 to July 2006, he worked at Shenzhen Huiyang
International Shipping Agency Co., Ltd. ( 深圳市匯洋國際船舶代理有限公司), a shipping agency,
where he was primarily responsible for inspectio n of ships. Besides, from July 2006 to April 2013,
Mr. Li worked at Shenzhen Shu Hang Industrial Development Co., Ltd. ( 深圳市舒航實業發展有限公
司), a company principally engaged in foreign trade in chemical products, where he was primarily
responsible for business development in the PRC. From March 2018 to December 2020, Mr. Li
worked at and last served as a deputy general man ager of Shenzhen Jinruifeng Biotechnology Co.,
Ltd., a company principally engaged in trade in food, health products and biological products, where
he was primarily responsible for business development.
Mr. Li obtained his bachelor’s degree in labo r economics from Shijia zhuang University of
Economics ( 石家莊經濟學院) (currently known as Hebei GEO University ( 河北地質大學)) in Hebei
in June 2001.
Ms. JING Ruihua ( 敬
瑞華), aged 26, joined our Group in No vember 2024, and has served as a
Director since then. She was re-designated as an executive Director on March 20, 2025. She is also
currently the chairperson of the board of directors o f Jiangsheng (Hainan) Biotechnology Co., Ltd.
(江生（海南）生物科技有限公司) and a director of Hainan Pharmace utical Research Institute Co.,
Ltd. ( 海南藥物研究所有限責任公司), both of which are our subsidiaries. She is primarily responsible
for monitoring the skills matrix of our Board an d overseeing our human resources management
system.
Ms. Jing has considerable experience in cons ultancy and management. Prior to joining our
Group, from July 2021 to March 2022, Ms. Jing was a project assistant at Time (Shenzhen)
Consultants Co., Ltd. ( 泰美（深圳）顧問有限公司), a company principally engaged in provision of
integrated solutions to hotels in the PRC, where she was primarily responsibl e for preparing research
reports. From September 2022 to July 2023, she was one of the shareholders of Shenzhen Bugu
Restaurant Management Ltd. ( 深圳市布谷餐飲管理有限責任公司) ,ac a t e r i n gc o m p a n y ,w h e r es h e
was primarily responsible for daily operations and management of the company.
Ms. Jing obtained her bachelor’s degree in inte rnational hospitality management from Ecole
hoˆtelie` re de Lausanne (currently known as EHL Hospita lity Business School) in Switzerland in June
2021. Ms. Jing obtained her master’s degree in finance from The Chinese University of Hong Kong
in Hong Kong in July 2025.
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Non-executive Directors
Ms. YU Ailian ( 于愛蓮), aged 62, joined our Group in December 2017, and has served as a
Director since then. She was re-designated as a non-executive Director on March 20, 2025. She is
primarily responsible for assisting with strategic planning and matters relating to investments and
financings of our Group.
Ms. Yu has over 11 years of experience in account ing, corporate management and investments.
Prior to joining our Group, from January 2002 t o October 2002, she was the general manager of
Gansu Baiyin Copper Commercia l Building Group Co., Ltd. ( 甘肅白銀銅城貿易中心商廈（集團）股份
有限公司) (currently known as Gansu Shangfeng Cement Co., Ltd. （甘肅上峰水泥股份有限公司）), a
company listed on the Shenzhen Stock Exchange (stock code: 000672) and principally engaged in
production and sales of building materials, w here she was primarily responsible for daily
management of the company. From June 2003 to November 2007, Ms. Yu worked at Core
Pacific-Yamaichi Investment Co nsulting (Beijing) Co., Ltd. ( 北京京華山一投資諮詢有限公司), a
consultancy firm, where she was primarily involved in consultancy services, business development
and project execution in relation to equity financings. From February 2004 to October 2005, she was
an independent director of Shenzhen Huaxin Co., Ltd. ( 深圳市華新股份有限公司) (currently known
as Shenzhen Ecobeauty Co., Ltd. ( 深圳美麗生態股份有限公司), a company listed on the Shenzhen
Stock Exchange (stock code: 000010) and principally engaged in construction projects, where she
was primarily responsible for providing independent advice and judgment to the board of directors
of the company. From May 2005 to April 2011, Ms. Yu was an independent director of Jonjee
Hi-Tech Industrial and Commercial Holding Co., Ltd. ( 中炬高新技術實業（集團）股份有限公司), a
company listed on the Shanghai Stock Exchange (stock code: 600872) and principally engaged in
production and sales of condiments, property development and property management, where she
was primarily responsible for providing independent advice and judgment to the board of directors
of the company.
Ms. Yu was the general manager of Beijing Hesh i Dingyu Investment Consulting Co., Ltd. ( 北
京合仕鼎譽投資顧問有限公司) whose business license was revoked in August 2005 due to the
cessation of business. Ms. Yu confirmed that neithe r this company nor herself incurred any liability
as a result of such revocation. As of the Latest Practicable Date, the company had not been
deregistered.
Ms. Yu obtained her diploma in economic and tra de management from Party School of Beijing
Municipal Committee of the Communist Party of China ( 中共北京市委黨校) in Beijing in July 2001.
She completed her postgraduate studies in corporate management from Capital University of
Economics and Business ( 首都經濟貿易大學) in Beijing in February 2003.
Mr. XIAO Changqing ( 肖長清), aged 61, joined our Group in June 2021, and has served as a
Director since then. He was re-designated as a non-executive Director on March 20, 2025. He is
primarily responsible for assisting with strategic planning and matters relating to investments and
financings of our Group.
Mr. Xiao has over 24 years of experience in secur ities offerings, investments and financings.
From July 1994 to May 1995, he worked at J&A Securities Co., Ltd. ( 君安證券有限責任公司), a
securities firm, where he was primarily responsi ble for securities offerings. From June 1995 to
August 2000, Mr. Xiao worked at Jing Shi De Li Ind ustrial Development (Shenzhen) Co., Ltd. ( 經世
德理實業發
展（深圳）有限公司), a company principally engaged in investments, where he was
primarily responsible for investments and management of the company. From December 2001 to
October 2004, he worked at Ping An Securities Co., Ltd. ( 平安證券有限責任公司) (currently known
as Ping An Securities Co., Ltd. ( 平安證券股份有限公司)), a company principally engaged in
securities investments and brokerage, where he was primarily responsible for securities offerings.
From March 2009 to February 2018, he worked at th e business department of Golden Sun Securities
Co., Ltd. ( 國盛證券有限責任公司), a company principally engaged in brokerage business, securities
investments and financings, where he was primarily responsible for securities offerings. Since April
2018, he has been the chairperson of the board of Shenzhen Heli Investment Fund Management Co.,
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Ltd. ( 深圳市合利私募股權基金管理有限公司), a company principally engaged in equity investments,
where he has been primarily responsible for overall strategic planning of the company. Since January
2022, he has been an independent director of Shenzhen SunXing Light Alloys Materials Co., Ltd. ( 深
圳市新星輕合金材料股份有限公司)( ‘ ‘Shenzhen SunXing ’’), a company listed on the Shanghai Stock
Exchange (stock code: 603978) and principally engaged in R&D, manufacturing and sales of light
alloy materials and aluminum electrolysis energy- saving new materials, where he has been primarily
responsible for providing independent advice and judgment to the board of directors of the
company.
Mr. Xiao was a supervisor of Shenzhen We ilun Management Consulting Co., Ltd. ( 深圳市偉倫
管理諮詢有限公司) whose business license was revoked in February 2005 due to the cessation of
business. Mr. Xiao confirmed that neither this com pany nor himself incurred any liability as a result
of such revocation. As of the Latest Practicable Date, the company had not been deregistered.
Mr. Xiao obtained his diploma in mathematics from Jingzhou Normal College ( 荊州師範專科
學校) in Hubei in July 1985. He obtained his master ’s degree in management engineering from
Tsinghua University ( 清華大學) in Beijing in June 1994. Mr. Xiao has been a non-practicing member
of the Chinese Institute of Certified Public Accountants ( 中國註冊會計師協會), the Guangdong
Institute of Certified Public Accountants ( 廣東省註冊會計師公會) and the Shenzhen Institute of
Certified Public Accountants (
深圳市註冊會計師公會) since July 2005.
In September 2023, Mr. Xiao, as an independent director and the convener of the audit
committee of Shenzhen SunXing, was criticized by public notice ( 通報批評) (the ‘‘Public Notice ’’) by
the Shanghai Stock Exchange for non-compliance by Shenzhen SunXing with certain disclosure
obligations under the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (as
amended in February 2023) ( 《上海證券交易所股票上市規則（2023 年2月修訂）》) (the ‘‘ SSE Listing
Rules ’’) with respect to its performance estimation ( 業績預告) for the year ended December 31, 2022
(the ‘‘Incident ’’). Specifically, it was determined by the S hanghai Stock Exchange that, among others,
(i) Shenzhen SunXing did not comply with the relevant SSE Listing Rules by failing to publish,
within a month after the end of the relevant financial year, a performance estimation for the year
ended December 31, 2022, during which it recorded net loss (as compared to net profits for the year
ended December 31, 2021), and (ii) Mr. Xiao, as an independent director and the convener of the
audit committee of Shenzhen SunXing primarily responsible for supervising financial and
accounting affairs of Shenzhen SunXing, did not d ischarge his duties diligently. As a result of the
foregoing, Shenzhen SunXing, together with its directors, supervisors and senior management
members, were ordered by the Shanghai Stock Exchange to implement effective measures to rectify
such non-compliance incident and submit a rectif ication report to the Shanghai Stock Exchange
within a month after such order. Shenzhen SunXing implemented rectification measures, including
but not limited to optimizing operational procedur es regulating disclosures of information and
ongoing compliance related thereto, refining its internal control policies and providing trainings to
relevant personnel (including Mr. Xiao), each wit h respect to, among others, disclosure obligations
for financial information, and s ubmitted a rectification report to the Shanghai Stock Exchange in
October 2023, following which the Shanghai Stock Exchange has not raised any objection or further
inquiry in respect of the Inciden t and the rectification report.
As advised by our PRC Legal Adviser, (i) the Public Notice is a regulatory measure, as opposed
to an administrative penalty or public censure, a nd (ii) Mr. Xiao has not been disqualified from
acting as a director of a company under the PRC Company Law.
Having considered (i) our PRC Legal Adviser’s a forementioned views, (ii) that no fraudulent,
dishonest or wilful misconduct was identified on the part of Mr. Xiao in the Incident or the Public
Notice, (iii) that Mr. Xiao has participated in the r ectification measures undertaken by Shenzhen
SunXing, including having attended the required trainings to reinforce applicable disclosure
obligations under the SSE Listing Rules, (iv) that the Shanghai Stock Exchange has not raised any
further enquiry in respect of the Incident or Mr. Xiao, and (v) no other disputes, litigations,
regulatory actions or investigations against Mr. Xiao which may impugn his integrity, character or
competence as a Director, our Directors are of the v iew that the Incident or the Public Notice would
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not affect the suitability of Mr. Xiao as a Directo r under Rules 3.08 and 3.09 of the Listing Rules.
Further, given that (i) none of our Company and our subsidiaries were involved in the Incident and
(ii) Mr. Xiao, as a non-executive Director, has no t participated and will not participate in the
day-to-day management of our Company, our Directors are of the view that the Incident or the
Public Notice would not have any material adverse impact on the business or operations of our
Group.
Based on the PRC Legal Adviser’s views as st ated above and the independent due diligence
work performed by the Joint Sponsors, the Joint Sponsors concur with the Directors’ view in all
material aspects that the Incident or the Public No tice would not affect the suitability of Mr. Xiao as
a Director under Rules 3.08 and 3.09 of the Listing Rules.
Independent Non-executive Directors
Dr. ZOU Pingxue ( 鄒平學), aged 61, joined our Group in January 2024, and has served as an
independent non-executive Director since then . He is primarily responsible for providing
independent advice and judgment to our Board.
Dr. Zou has over 23 years of experience in teaching and legal research. Since December 2001,
Dr. Zou has successively been a lec turer, an associate professor and a professor at the Law School of
Shenzhen University ( 深圳大學法學院), where he has been primarily responsible for teaching and
legal research. He was also previously a deputy dean of the Law School of Shenzhen University,
where he was primarily responsible for overseeing scientific research and external affairs. From
August 2020 to June 2023, Dr. Zou was an independent non-executive director of China Shun Ke
Long Holdings Limited ( 中國順客隆控股有限公司), a company listed on the Hong Kong Stock
Exchange (stock code: 974) and a supermarket ch ain store operator with a geographical focus on
Guangdong, where he was primarily responsible for providing independent advice and judgment to
the board of directors of the company. Since March 2025, he has been an independent director of
China Merchants Property Op eration & Service Co., Ltd. ( 招商局積餘產業運營服務股份有限公司), a
company listed on the Shenzhen Stock Exchange (stock code: 001914) and principally engaged in
asset management, where he has been primarily resp onsible for providing independent advice and
judgment to the board of directors of the company. Since October 2025, he has been an independent
director of Wuxi Online Offline Communication Information Technology Co., Ltd. ( 無錫線上線下通
訊信息技術股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 300959)
and principally engaged in mobile information ser vices and digital marketing operations, where he
has been primarily responsible for providing independent advice and judgment to the board of
directors of the company.
Dr. Zou obtained his bachelor’s degree in law , master’s degree in constitutional law and
doctor’s degree in constitutional law, all from Wuhan University ( 武漢大學) in Hubei in July 1987,
July 1990 and July 1995, respectively. He obtained his qualification of legal profession from the
Justice Department of Hunan Province ( 湖南省司法廳) and his qualification certificate of
independent directors of listed companies ( 上市公司獨立董事資格證書) from the Shenzhen Stock
Exchange in May 1991 and March 2023, respectively. Dr. Zou also currently serves as an arbitrator
at the Zhuhai Court of International Arbitration ( 珠海國際仲裁院). Besides, he is currently a
director and a vice chairman of the academic co mmittee of the Center for Basic Laws of Hong Kong
and Macau Special Administrative R egions of Shenzhen University ( 深圳大學港澳基本法研究中心).
Dr. TSANG Hiu Leong ( 曾曉亮), aged 53, joined our Group in March 2024, and has served as
an independent non-executive Director since th en. He is primarily responsible for providing
independent advice and judgment to our Board.
Dr. Tsang has considerable experience in tea ching and scientific research. Dr. Tsang was
previously an associate professor at York Univers ity and a professor at The Hong Kong Polytechnic
University ( 香港理工大學). Since July 2022, he has been a chair professor at the Southern University
of Science and Technology ( 南方科技大學). In the aforementioned cap acities, he was and has been
primarily responsible for teaching and scientific research. Since January 2024, Dr. Tsang has also
been an independent director of Shenzhen Bromake New Material Co., Ltd. ( 深圳光大同創新材料股
DIRECTORS AND SENIOR MANAGEMENT
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份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 301387) and principally
engaged in R&D, manufacturing and sales of protective and functional products for consumer
electronics, where he has been primarily responsibl e for providing independent advice and judgment
to the board of directors of the company.
Dr. Tsang obtained his bachelor’s degree in sci ence from The Chinese University of Hong Kong
in Hong Kong in May 1996. He obtained his degr ee of master of science in management and
administrative sciences and his degree of master of science in accounting, both from the University
of Texas at Dallas in the United States, in December 2001 and August 2002, respectively. Dr. Tsang
further obtained his degree of master of business administration and his doctor’s degree in
management science, both from the Unive rsity of Texas at Dallas in August 2008.
Dr. Tsang was a director of Creative Enterprise Development Limited ( 創意實業發展有限公司),
ap r i v a t ec o m p a n yi n c o r p o r a t e di nH o n gK o n g ,which was struck off and dissolved on March 21,
2003 due to cessation of business operations. Dr. Tsang confirmed that he had not been involved in
any wrongful act leading to the dissolution of the company, and as of the Latest Practicable Date, no
claims have been made against him and he was not aware of any threatened or potential claims made
against him as a result of the striking off of the company.
M r .W UD i( 吳迪), aged 42, joined our Group in March 2025, and has served as an independent
non-executive Director since then. He is primarily responsible for providing independent advice and
judgment to our Board.
Mr. Wu has over 17 years of experience in audits, investments and management. From
September 2006 to April 2010, he worked at PricewaterhouseCoopers ( 普華永道會計師事務所), an
accounting firm, where he was primarily respon sible for audits. From May 2010 to June 2015, he
worked at the investment banking department at Guotai Junan Securities Co., Ltd ( 國泰君安証券股
份有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 2611) and the
Shanghai Stock Exchange (stock code: 601211) and principally engaged in securities business and
securities investment consultation, where he wa s primarily responsible f or providing advisory
services in respect of capital raising, mergers a nd acquisitions. From March 2021 to July 2023, he
was a director and the deputy general manager of Pacific Shuanglin Bio-pharmacy Co., Ltd. ( 派斯雙
林生物製藥股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000403)
and principally engaged in R&D, production and sa les of blood products, where he was primarily
responsible for strategic planning and investment development. Since September 2023, he has been
an executive director and the general manager of S henzhen Zhongsheng Jiuguang Technology Co.,
Ltd ( 深圳中晟玖光科技有限公司), a company principally engaged in investments and provision of
consultancy services, where he has been primarily responsible for the overall management of the
company. Since August 2025, he has been an independent non-executive director of B.Duck Semk
Holdings International Limited ( 小黃鴨德盈控股國際有限公司), a company listed on the Hong Kong
Stock Exchange (stock code: 2250) and principa lly engaged in character intellectual property
business, where he has been primarily responsible for providing independent advice and judgment to
the board of directors of the company.
Mr. Wu obtained his bachelor’s degree in accounting from Sun Yat-sen University ( 中山大學)
in Guangdong in June 2006. He further obtained his m aster’s degree in business administration from
Peking University ( 北京大學) in Beijing in July 2015. Mr. Wu has been a member of the Chinese
Institute of Certified Public Accountants ( 中國註冊會計師協會) since May 2010, a member of the
Chartered Professional Accountants of Canada since June 2015 and a member of the Hong Kong
Institute of Certified Public Accountants since May 2023.
General
Save as disclosed in this section and the paragraph headed ‘‘Further Information about Our
Directors and Substantial Shareholders’’ in Appendix VII to this prospectus, each of our Directors
has confirmed that:
(1) he/she obtained the legal advice referred to under Rule 3.09D of the Listing Rules on
March 14, 2025, and understood his/her ob ligations as a director of a listed issuer;
(2) he/she does not have any existing or proposed service contract with our Group other than
contracts expiring or determinable by the r elevant member of our Group within one year
without payment of compensation (ot her than statutory compensation);
(3) he/she has no interest in the Shares w ithin the meaning of Part XV of the SFO;
(4) he/she has not been a director of any other publicly listed company during the three years
prior to the Latest Practicable Date and as of the Latest Practicable Date;
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(5) there is no other information relating to our Directors that is required to be disclosed
pursuant to Rule 13.51(2) of the Listing Rules as of the Latest Practicable Date;
(6) other than being a Director and/or member of our Company’s senior management, he/she
does not have any relationship with any other Directors, senior management or
substantial shareholders of our Company; and
(7) he/she has not completed his/her respective education programs as disclosed in this
section by way of attendance of long distance learning or online courses.
Each of our independent non-executive Directors has confirmed:
(1) his independence after taking into consi deration each of the factors referred to under
Rules 3.13(1) to 3.13(8) of the Listing Rules;
(2) that he does not have any past or present fina ncial or other interest in the business of our
Company or our subsidiaries, or any connect ion with any core connected person of our
Company; and
(3) that there are no other factors which may affect his independence at the time of his
appointment as our independent non-executive Director.
SENIOR MANAGEMENT
Our senior management is responsible for the day-to-day management and operation of our
business. The table below sets forth certain inform ation in respect of the senior management of our
Company:
Name Age Position(s)
Date of
appointment as
senior
management
Date of
joining our
Group Role and responsibilities
Relationship with
Directors and other
senior management
Ms. JING Yue
(敬玥)
33 Chairperson of our
Board and executive
Director
May 25, 2017 May 25, 2017 Primarily responsible for
overseeing overall
management, business
and strategies of our
Group
Sister of Ms. JING
Ruihua
Mr. YAO Xiaodong
(姚曉東)
56 Executive Director and
general manager
August 21, 2009 July 5, 2002 Primarily responsible for
overseeing daily
management and
operations of our
Group
None
Mr. LI Changqing
(李長青)
50 Executive Director,
deputy general
manager, assistant
to our general
manager and deputy
manager of our
foreign trade
department
January 6, 2024 April 15, 2019 Primarily responsible for
overseeing our supply
department and
overall management
of certain subsidiaries
of our Company
None
Ms. JING Ruihua
(敬瑞華)
26 Executive Director November 24,
2024
November 24,
2024
Primarily responsible for
monitoring the skills
matrix of our Board
and overseeing our
human resources
management system
Sister of Ms. JING
Yue
Mr. HU Xiande
(胡先德)
53 Deputy general
manager, marketing
director and
assistant to our
general manager
July 5, 2002 July 5, 2002 Primarily responsible for
overseeing the
product sales and
marketing activities of
our Group
None
Mr. JI Chong
(季沖)
60 Deputy general
manager
June 25, 2019 December 30,
2007
Primarily responsible for
overseeing R&D of
new products and
technology and
manufacturing of
products of our
Group
None
Mr. WANG
Xiaoming
(王曉明)
60 Chief financial officer
and Board secretary
September 4,
2017
September 4,
2017
Primarily responsible for
overseeing financial
management of our
Group and providing
support to our Board
None
DIRECTORS AND SENIOR MANAGEMENT
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The following sets forth the biographies of our senior management:
Ms. JING Yue ( 敬玥) is the chairperson of our Board and our executive Director. For further
details, see ‘‘— Board of Directors — Executive Directors’’ in this section.
Mr. YAO Xiaodong ( 姚曉東) is our executive Director and our general manager. For further
details, see ‘‘— Board of Directors — Executive Directors’’ in this section.
Mr. LI Changqing ( 李長青) is our executive Director, our deputy general manager, the assistant
to our general manager and the deputy manager of ou r foreign trade department. For further details,
see ‘‘— Board of Directors — Executive Directors’’ in this section.
Ms. JING Ruihua ( 敬瑞華) is our executive Director. For further details, see ‘‘— Board of
Directors — Executive Directors’’ in this section.
Mr. HU Xiande ( 胡先德), aged 53, joined our Group in July 2002, and has been our deputy
general manager, marketing director and assistant to general manager since then. He is also
currently a director and/or the general manager of o ur subsidiaries, including Jiangxi Tianzheng
Biotechnology Co., Ltd. ( 江西天正生物科技有限公司), Gaotai County Tianhong Biochemical
Technology Development Co., Ltd., Gaotai County Tianhong Sand Grass Industry Development
Co., Ltd. and Jiangsheng (Hainan) Biotechnolo gy Co., Ltd.. He is primarily responsible for
overseeing the product sales and marketing activities of our Group.
Mr. Hu has over 32 years of experience in quality management and marketing. From September
1992 to August 2002, Mr. Hu was a deputy director at Jiangxi Institute of Biological Products ( 江西
生物製品研究所) (formerly known as Jiangxi Ji’an Institute of Biological Products ( 江西吉安生物製
品所) and Institute of Biological Products of Ji’an, Jiangxi ( 江西省吉安地區生物製品所)), an
institute to which the history of our Group can be traced and whose details are further set out in the
section headed ‘‘History, Development and Corpo rate Structure’’ in this prospectus, where he was
primarily responsible for overseeing qua lity management and marketing activities.
Mr. Hu graduated with a major in pharmacy from Jinggangshan University ( 井岡山大學
)i n
Jiangxi in January 2013. He has been certified as an intermediate technician in microbial testing
technology ( 微生物檢驗技術) jointly by the Ministry of Health of the PRC ( 中華人民共和國衛生部)
and the Ministry of Personnel of the PRC since May 2006, and a licensed pharmacist jointly by the
Ministry of Personnel of the PRC, Chi na Food and Drug Administration ( 國家食品藥品監督管理總
局) and the Professional Title Affairs Offi ce of Jiangxi Province since March 2008.
Mr. JI Chong ( 季沖), aged 60, joined our Group in December 2007 as a chief technician, and
has been our deputy general manager since June 2019. He is primarily responsible for overseeing
R&D of new products and technology and manufacturing of products of our Group.
Mr. Ji has over 37 years of experience in the pharmaceutical industry. From July 1985 to
December 1999, he worked at and last served as the head of the serum laboratory of the Shanghai
Institute of Biological Products ( 上海生物製品研究所), a research institute, where he was primarily
responsible for research and manufacturing of an tiserum products. From January 2000 to July 2005,
he was a manager of the development department and quality control department of Shanghai Serum
Biotechnology Company Limited ( 上海賽倫生物技術有限公司) (currently known as Shanghai Serum
Bio-Technology Co., Ltd. ( 上海賽倫生物技術股份有限公司)), a company listed on the Science and
Technology Innovation Board of the Shanghai Stock Exchange ( 上海證券交易所科創板)( s t o c kc o d e :
688163) and principally engaged in R&D, manufac turing and sales of antitoxin and antiserum
products.
Mr. Ji obtained his diploma in public utility m anagement from Shanghai Jiao Tong University
(上海交通大學) in Shanghai by way of attendance of long distance learning and online courses in
January 2007. He has been certified as an engin eer in medical biotechnology by the Shanghai
Institute of Biological Products since January 2000.
DIRECTORS AND SENIOR MANAGEMENT
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Mr. WANG Xiaoming ( 王曉明), aged 60, joined our Group in September 2017, and has been
our chief financial officer since then. Since December 2017, he has also been our Board secretary.
Mr. Wang is also currently a director of our subsid iary, Jiangsheng (Shenzhen) Biotechnology R&D
Center Co., Ltd.. He is primarily responsible for overseeing financial management of our Group and
providing support to our Board.
Mr. Wang has over 20 years of experience in finance. From November 2004 to April 2013, Mr.
Wang was a finance manager at Beijin g Zhonglian Compact Disc Co., Ltd. ( 北京中聯光碟有限公司),
a compact disc manufacturer, where he was primarily responsible for financial affairs. From April
2013 to April 2014, he was a finance manager at B eijing Meixingda Construction Decoration
Engineering Co., Ltd. ( 北京市美興達建築裝飾裝修工程有限責任公司) (currently known as Beijing
Meixingda Construction Engineering Co., Ltd. ( 北京美興達建設工程有限公司)), a construction and
decoration company, where he was primarily responsible for financial affairs. From October 2014 to
October 2017, he worked and last served as the chief financial officer of Jiangxi Jirui Energy Saving
Technology Co., Ltd. ( 江西吉瑞節能科技股份有限公司) (formerly known as Jiangxi Jirui Glass Co.,
Ltd. ( 江西吉瑞玻璃股份有限公司)), a company principally engaged in manufacturing and sales of
tempered glass, where he was primarily responsible for financial affairs.
Mr. Wang obtained his diploma in statistics from Jiangxi College of Finance and Economics
(江西財經學院
) (currently known as Jiangxi University of Finance and Economics ( 江西財經大學))
in Jiangxi in December 1988. He has been certified as an intermediate accountant jointly by the MOF
and the Ministry of Personnel of the PRC ( 中華人民共和國人事部) since October 1994.
General
Save as disclosed in this section and the paragraph headed ‘‘Further Information about Our
Directors and Substantial Shareholders’’ in Appendix VII to this prospectus, each of our senior
management members has confirmed that:
(1) he/she does not hold and has not held any other positions in our Group and any other
members of our Group as of the Latest Practicable Date;
(2) other than being a Director and/or member of our Company’s senior management, he/she
does not have any relationship with any Directors, other members of senior management
or substantial shareholders of our Comp any as of the Latest Practicable Date;
(3) he/she does not hold and has not held any other directorships in public companies the
securities of which are listed on any securi ties market in Hong Kong or overseas in the
three years prior to the Latest Practicable Date and as of the Latest Practicable Date; and
(4) he/she has not completed his/her respective education programs as disclosed in this
section by way of attendance of long distance learning or online courses.
JOINT COMPANY SECRETARIES
Ms. JING Ruihua ( 敬瑞華) was appointed as one of our joint company secretaries on March 14,
2025. Ms. Jing is our executive Director. For fur ther details, see ‘‘— Board of Directors — Executive
Directors’’ in this section.
M s .F U N GS i nT i n gK a r i n(馮羨婷) was appointed as one of our joint company secretaries on
June 10, 2026. Ms. Fung is an executive of the listi ng services division at TMF Hong Kong Limited
and is responsible for provision of corporate secr etarial and compliance services to listed company
clients.
Ms. Fung is an associate member of both The Hong Kong Chartered Governance Institute and
The Chartered Governance Institute in the United Kingdom. Ms. Fung received a Bachelor’s Degree
in Business Administration from the Hang Seng University of Hong Kong in December 2021 and a
Master of Corporate Governance from The Hong Kong Polytechnic University in October 2025.
DIRECTORS AND SENIOR MANAGEMENT
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COMPLIANCE ADVISER
We have appointed Patrons Capi tal Limited as our compliance a dviser pursuant to Rule 3A.19
of the Listing Rules. Pursuant to Rule 3A.23 of the L isting Rules, the compliance adviser will advise
us on the following circumstances:
. before the publication of any announcements, circulars or financial reports;
. where a transaction, which might be a notifia ble or connected transaction under Chapters
14 and 14A of the Listing Rules is contemplated, including share issues, sales or transfers
of treasury shares and share repurchases;
. where we propose to use the proceeds of the Global Offering in a manner different from
that detailed in this prospectus or where our bus iness activities, developments or results
deviate from any forecast, estimate or other information in this prospectus; and
. where the Stock Exchange makes an inquiry of us regarding unusual price movement and
trading volume or other issues under Rule 13.10 of the Listing Rules.
Pursuant to Rule 3A.24 of the Listing Rules, Pa trons Capital Limited will, in a timely manner,
inform us of any amendment or supplement to the Listing Rules and new or amended laws and
regulations in Hong Kong applicable to us.
The terms of the appointment shall commence on the Listing Date and end on the date which
we distribute our annual report of our financial res ults for the first full financial year commencing
after the Listing Date.
BOARD COMMITTEES
We have established the following committees on our Board with effect from the Listing Date:
an audit committee, a remuneration and appraisa l committee, a nomination committee, a strategy
and investment committee and a sustainability co mmittee. The committees operate in accordance
with the terms of reference established by our Board.
Audit Committee
We have established an audit committee with wri tten terms of reference in compliance with
Rule 3.21 of the Listing Rules and paragraph D.3 of part 2 of the Corporate Governance Code as set
out in Appendix C1 to the Listing Rules (the ‘‘ Corporate Governance Code ’’). The Audit Committee
c o n s i s t so fM r .W UD i(吳迪), Dr. TSANG Hiu Leong ( 曾曉亮), Dr. ZOU Pingxue ( 鄒平學), Ms. YU
Ailian ( 于愛蓮) and Mr. XIAO Changqing ( 肖長清), with Mr. WU Di being the chairperson of the
committee. Mr. WU Di holds the appropriate accounti ng or related financial management expertise
as required under Rules 3.10(2) and 3.21 of the Listing Rules.
The primary duties of the Audit Committee are to assist our Board in providing an independent
view of the effectiveness of our financial reporting process, internal control and risk management
systems, overseeing the audit process, and perfor ming other duties and responsibilities as assigned by
our Board, which include, amongst other things:
. discharging the duties of supervisors of a company incorporated in the PRC as stipulated
under applicable PRC laws and regulations;
. proposing to our Board the appointment and replacement of external audit firms;
. supervising the implementation of our internal audit system;
. liaising between our internal audit department and external auditors;
. reviewing our financial informati on and related disclosures; and
. other duties conferred by our Board.
Pursuant to the Chairperson’s Decision ( 《董事長決定》) made by the Chairperson on April 7,
2025 (which has obtained authorization from the g eneral meeting resolution dated March 20, 2025)
and in light of the Guidelines on the Articles of Asso ciation of Listed Companies revised and issued
by the CSRC on March 28, 2025, the duties of the Company’s supervisory committee shall be
assumed by the audit committee, and the Company’s supervisory committee shall be dissolved upon
Listing.
DIRECTORS AND SENIOR MANAGEMENT
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Remuneration and Appraisal Committee
We have established a remuneration and apprais al committee with written terms of reference in
compliance with Rule 3.25 of the Listing Rules and paragraph E.1 of part 2 of the Corporate
Governance Code. The Remuneration and A ppraisal Committee consists of Mr. WU Di ( 吳迪), Dr.
TSANG Hiu Leong ( 曾曉亮)a n dM s .J I N GR u i h u a(敬瑞華) ,w i t hM r .W UD ib e i n gt h ec h a i r p e r s o n
of the committee.
The primary duties of the Remuneration and Appraisal Committee are to develop
remuneration and appraisal policies of our Dir ectors and senior management, evaluate the
performance, make recommendations on the remuneration packages of our Directors and senior
management and evaluate and make recommendations on employee benefits, which include,
amongst other things:
. establishing, reviewing and making reco mmendations to our Board on our policy and
structure concerning remuneration and appraisal of Directors and senior management
and on the establishment of a formal and transparent procedure for developing policy on
such remuneration and appraisal;
. determining the terms of the specific remune ration package of each Director and members
of senior management;
. reviewing and approving performance-based r emuneration by reference to corporate goals
and objectives resolved by our Directors from time to time;
. reviewing and/or approving matters relati ng to share schemes under Chapter 17 of the
Listing Rules; and
. other duties conferred by our Board.
Nomination Committee
We have established a nomination committee wi th written terms of reference in compliance
with paragraph B.3 of part 2 of the Corporate Governance Code. The Nomination Committee
consists of Ms. JING Yue ( 敬玥), Ms. JING Ruihua ( 敬瑞華) ,M r .W UD i( 吳迪), Dr. ZOU Pingxue
(鄒平學) and Dr. TSANG Hiu Leong ( 曾曉亮), with Ms. JING Yue ( 敬玥) being the chairperson of
the committee.
The primary duties of the Nomination Commi ttee are to make recommendations to our Board
in relation to the appointment and removal of our Directors and senior management, which include,
amongst other things:
. reviewing the structure, size and composition of our Board on a regular basis, assisting
our Board in maintaining a board skills ma trix, and making recommendations to our
Board regarding any proposed changes;
. identifying, selecting or making recomme ndations to our Board on the selection of
individuals nominated for directorships and senior management;
. assessing the independence of independent non-executive Directors;
. supporting our Company’s regular evaluation of our Board’s performance; and
. other duties conferred by our Board.
Strategy and Investment Committee
We have established a strategy and investment c ommittee with written terms of reference. The
Strategy and Investment Committee consists of Ms. JING Yue ( 敬玥), Mr. YAO Xiaodong ( 姚曉東),
Mr. LI Changqing ( 李長青
) ,M s .J I N GR u i h u a( 敬瑞華), Ms. YU Ailian ( 于愛蓮), Mr. XIAO
Changqing ( 肖長清)a n dM r .W UD i( 吳迪), with Ms. JING Yue being the chairperson of the
committee.
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The primary duties of the Strategy and Inves tment Committee are to evaluate and make
recommendations on the long-term development p lans and significant investment plans of our
Company, which include, amongst other things:
. evaluating and making recommendations to our Board on medium-term and long-term
development strategies and business plans;
. evaluating and making recommendations to our Board on significant investment plans
(including equity investments and fixed asset investments);
. reviewing significant capital operation plans and financing plans; and
. other duties conferred by our Board.
Sustainability Committee
We have established a sustainability commi ttee with written terms of reference. The
Sustainability Committee consists of Dr. TSANG Hiu Leong ( 曾曉亮), Dr. ZOU Pingxue ( 鄒平
學) ,M s .J I N GR u i h u a(敬瑞華), Mr. YAO Xiaodong ( 姚曉東) and Mr. LI Changqing ( 李長青), with
Dr. TSANG Hiu Leong ( 曾曉亮) and Dr. ZOU Pingxue ( 鄒平學) being the co-chairpersons of the
committee.
The primary duties of the Sustainability C ommittee are to enhance our corporate ESG
performance, which include, amongst other things:
. devising the environmental sustainability, so cial responsibility and governance strategies
and policies of our Company and overseeing the implementation of them;
. promoting our Company’s involvement in charitable and social initiatives;
. evaluating and making recommendatio ns to our Board on the medium-term and
long-term environmental sustainability, soci al responsibility and governance strategies
and policies of our Company;
. reviewing our annual environmental sustain ability, social responsi bility and governance
report; and
. other duties conferred by our Board.
CORPORATE GOVERNANCE
Our Company is committed to achieving high standards of corporate governance with a view to
safeguarding the interests of our Shareholders.
Corporate Governance Code
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.
We have adopted the code provisions stated in the Corporate Governance Code and intend to
comply with all applicable code provisions under t he Corporate Governance Code after the Listing.
Our Company is committed to the view that our Board should include a balanced composition of
executive directors, non-executive directors and i ndependent non-executive directors so that there is
a strong independent element on our Board, which can effectively exercise independent judgment.
Board Diversity
We seek to achieve board diversity through the co nsideration of a number of factors, including
but not limited to gender, age, cultural and educat ional background, ethn icity, professional
experience, skills, knowledge and length of service. We have adopted a board diversity policy (the
‘‘Board Diversity Policy ’’) to enhance the effectiveness of our Board and to maintain a high standard
of corporate governance. Pursuant to the Board Diver sity Policy, in reviewing and assessing suitable
candidates to serve as a Director, the Nominat ion Committee will consider a range of diversity
perspectives with reference to our Company’s business model and specific needs, including but not
limited to gender, age, language, cult ural and educational background , professional qualifications,
skills, knowledge, industry, regio nal experience and length of servic e. Furthermore, the Nomination
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Committee is responsible for reviewing the dive rsity of our Board, reviewing the Board Diversity
Policy from time to time, developing and reviewin g measurable objectives for implementing the
Board Diversity Policy, and monitoring the progre ss on achieving these measurable objectives in
order to ensure that the Board Diversity Policy remains effective.
Our Directors have a balanced mixed of knowle dge and skills, including but not limited to
management, business development, accounting an d investments. They obtained degrees in various
majors including business and political econo my, labor economics, pharmacy, science, law,
accounting, business administrat ion and international hospitality management. Furthermore, our
Board consists of six male members and three f emale members. Our Company has reviewed the
membership, structure and composition of our Boa rd, and is of the opinion that the structure of our
Board is reasonable, and the experience and skills of the Directors in various aspects and fields can
enable our Company to maintain a high standard of operation.
Our Company will, among others, (i) disclose the biographical details of each Director and (ii)
report on the implementation of t he Board Diversity Policy (incl uding whether we have achieved
board diversity) in its annual corporate governance report. In particular, our Company will take
opportunities to increase the proportion of female members of our Board when selecting and
recommending suitable candidates for Board ap pointments to help enhance gender diversity in
accordance with stakeholder expectations and recommended best practices. Our Company also
intends to promote gender diversity when recru iting staff at the mid to senior level so that our
Company will have a pipeline of female senior man agement and potential su ccessors to our Board.
We believe that such merit-based selection process with reference to our Board Diversity Policy and
the nature of our business will be in the best interests of our Group and our Shareholders as a whole.
COMPETITION
Each of our Directors confirms that as of the Lat est Practicable Date, he/she did not have any
interest in a business which competes or is likely to c ompete, directly or indirectly, with our business,
and requires disclosure under Rule 8.10 of the Listing Rules.
COMPENSATION OF DIRECTORS AND MANAGEMENT
We offer our Directors and senior management m embers emolument in the form of salaries,
allowances, benefits in kind, performance related bonuses and/or retirement benefits. Our Directors’
remuneration is determined with reference to the re levant Director’s experience and qualifications,
level of responsibility, performa nce and the time devoted to our business, and the prevailing market
conditions.
The aggregate amounts of remuneration (includ ing salaries, allowances, benefits in kind,
performance related bonuses and retirement benefits) which were paid or payable to our Directors
for the three financial years ended December 31, 2023, 2024 and 2025 were RMB2,322,000,
RMB2,863,000 and RMB3,803,000, respectively.
It is estimated that the aggregate amount of rem uneration (including salaries, allowances,
benefits in kind, performance related bonuses and r etirement benefits) payable to our Directors for
the financial year ending December 31, 202 6 would be approximately RMB4.08 million under
arrangements in force as of the date of this prospectus.
For the three financial years ended December 31, 2023, 2024 and 2025, there were two, three
and four Directors among the five highest paid indi viduals, respectively. The aggregate amounts of
remuneration (including salaries, other benefi ts, performance related bonuses and retirement
benefits) which were paid or payable by our Group to our five highest paid individuals (excluding
Directors) for the three financial years ended December 31, 2023, 2024 and 2025 were
RMB1,189,000, RMB946,000 and RMB486,000, respectively.
During the Track Record Period, (i) no remune ration was paid to our Directors or the five
highest paid individuals as an inducement to join , or upon joining our Group, (ii) no compensation
was paid to, or receivable by, our Directors, past Directors or the five highest paid individuals for
DIRECTORS AND SENIOR MANAGEMENT
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the loss of office as a director of any member of our Group or any other office in connection with the
management of the affairs of any member of our G roup, and (iii) none of our Directors waived or
agreed to waive any emoluments.
Except as disclosed above, no other payment has been paid, or is payable, by our Group to our
Directors or the five highest paid individual s of our Group during the Track Record Period.
For additional information on remuneration of Directors during the Track Record Period as
well as information on the five highest paid indiv iduals, see note 14 to the Accountants’ Report.
DIRECTORS AND SENIOR MANAGEMENT
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OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, Ms. Jing, a n executive Director and the chairperson of our
Board, was able to exercise approximately 76.6 4% voting rights in our Company, through (i)
4,875,000 Shares held by Haina n Zhizheng, which is a limited liability company established under
the laws of the PRC and is held as to 99% by Ms. Jing, and (ii) 203,687,250 Shares held by Qianhai
Tianzheng, which is a limited liability company esta blished under the laws of the PRC and is wholly
owned by Hainan Zhizheng. For background and bi ographical details of Ms. Jing, see ‘‘Directors
and Senior Management’’ in this prospectus. Hainan Zhizheng and Q ianhai Tianzheng are
investment holding companies with no substant ive business activities. For further details of
Hainan Zhizheng and Qianhai Tianzheng, see ‘‘Histo ry, Development and Corporate Structure’’ in
this prospectus.
Immediately upon completion of the Global Off ering (assuming the Over -allotment Option is
not exercised), Ms. Jing will be entitled to exer cise approximately 67. 63% voting rights in our
Company. Therefore, Ms. Jing, Ha inan Zhizheng and Qianhai Tian zheng will constitute a group of
Controlling Shareholders of our Co mpany under the Listing Rules.
As of the Latest Practicable Date, save for the interest in our Group, our Controlling
Shareholders did not have any interest in a business which competes or is likely to compete, directly
or indirectly, with the business of our Group, and which requires disclosures under Rule 8.10 of the
Listing Rules.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Our Directors consider that we are capable of carrying on our business independently of our
Controlling Shareholders and their close associates after the Listing, taking into consideration the
factors below.
Management Independence
Our Board comprises nine Directors, including four executive Directo rs, two non-executive
Directors and three independent non-executive Directors. We believe that our Board as a whole,
together with our senior management, is able t o perform the managerial role in our Group
independently from our Controlling Shareho lders for the following considerations:
(a) although Ms. Jing will continue to serve as a director and the general manager of Qianhai
Tianzheng, Qianhai Tianzheng is an investment holding company with no substantive
business activities, and the dual roles a ssumed by Ms. Jing in our Group and Qianhai
Tianzheng will not affect the requisite degr ee of impartiality of her in discharging her
fiduciary duties owed to our Company;
(b) each of our Directors is aware of his/her fiduciary duties as a Director which require,
among others, that he/she acts for the benefit of and in the best interests of our Company
and does not allow any conflict between his/her duties as a Director and his/her personal
interests;
(c) our daily management and operation decisi ons are made by all our executive Directors
and senior management, most of whom have substantial experience in the industry in
which we are engaged and will be able to make business decisions that are in the best
interests of our Group. For details of the ind ustry experience of our senior management,
see ‘‘Directors and Senior Management’’ in this prospectus;
(d) we have appointed three independent non-executive Directors with a view to bringing
independent judgment to the decision-making process of our Board;
(e) in the event that there is a potential conflict of interests arising out of any transaction to
be entered into between our Group and a Director and/or his/her associate, he/she shall
abstain from voting and shall not be counted towards the quorum for the voting; and
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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(f) we have adopted a series of corporate g overnance measures to manage conflicts of
interest, if any, between our Group and o ur Controlling Shareholders, which would
support our independent management. For further details, see ‘‘— Corporate Governance
Measures’’ in this section.
Operational Independence
We have full rights to make all decisions on, and to carry out, our own business operations
independently. We have our own departments specializing in the respective areas which have been in
operation and are expected to continue to operate i ndependently from our Con trolling Shareholders
and their close associates. We hold the licenses, intellectual property rights and qualifications
necessary to carry on our principal business. We also have independent access to suppliers and
customers, and have sufficient capital, facilities and employees to operate our business
independently from our Controlling Shareholders and their close associates.
Based on the above, our Directors believe that we will be able to operate independently from
our Controlling Shareholders a nd their close associates.
Financial Independence
We have an independent financial system. We m ake financial decision s according to our own
business needs, and neither our Controlling Shareho lders nor their close associates intervene with
our use of funds. We have established an independent finance department with a team of finance
staff and an independent audit, accounting and financial management system.
In addition, we have been and are capable of obtaining financing from third parties without
relying on any guarantee or security provided b y our Controlling Shareholders or their close
associates. As of the Latest Practicable Date, there was no loan, advance or guarantee provided by
our Controlling Shareholder s or their close associates.
Based on the above, our Directors believe that we are capable of carrying on our business
independently of, and do not place undue reliance o n, our Controlling Share holders and their close
associates after the Listing.
CORPORATE GOVERNANCE MEASURES
Our Directors recognize the importance of good corporate governance in protecting our
Shareholders’ interests. We have adopted the following measures to safeguard good corporate
governance standards and to avoid potential conflicts of interests between our Group and our
Controlling Shareholders:
(a) under the Articles of Association, where a Shareholders’ meeting is to be held for
considering proposed transactions in which our Controlling Shareholders or any of their
respective associates has a material intere st, our Controlling Sha reholders and their
associates will not vote on the relevant resolutions and shall not be counted in the quorum
for the voting;
(b) our Company has established internal c ontrol mechanisms to identify connected
transactions. Upon Listing, if our Group enters into connected transactions with our
Controlling Shareholders or a ny of their associates, our Company will comply with the
applicable Listing Rules;
(c) our Board consists of a balanced compos ition of executive Directors, non-executive
Directors and independent non-executive Directors, with independent non-executive
Directors representing not less than one-third of our Board to ensure that our Board is
able to effectively exercise independent ju dgment in its decision-making process and
provide independent advice to our Shareholders. Our independent non-executive
Directors individually and collectively posse ss the requisite knowledge and experience
to perform their duties. They will review whether there is any conflict of interests between
our Group and our Controlling Shareholder s and provide impartial and professional
advice to protect the interests of our minority Shareholders;
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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(d) Our Company will disclose decisions o n matters reviewed by the independent
non-executive Director either through our interim and annual reports or by way of
announcements;
(e) where our Directors reasonably request the a dvice of independent professionals, such as
financial advisers, the appointment of such independent professionals will be made at our
Company’s expenses; and
(f) we have appointed Patrons Capital Limited as our compliance adviser to provide advice
a n dg u i d a n c et ou si nr e s p e c to fc o m p l i a n c ewith the applicable laws in Hong Kong and
the Listing Rules, including various requir ements relating to corporate governance.
Based on the above, our Directors believe that su fficient corporate governance measures have
been put in place to manage conflicts of intere sts that may arise between our Group and our
Controlling Shareholders and to protect our Shareh olders’ interests as a whole after the Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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OVERVIEW
Prior to the Listing, our Group has entered into certain transactions with Gaotai County
Jianquanzi Forestry and Animal Husband ry Technology Development Co., Ltd. ( 高台縣碱泉子林牧
業科技開發有限責任公司)( ‘ ‘Jianquanzi ’’) and Gaotai County Jinlucao Industry Co., Ltd. ( 高台縣金
鹿草產業有限責任公司)( ‘ ‘Jinlucao ’’), which will, upon Listing, become connected persons of our
Company.
Each of Jianquanzi and Jinlucao is a limited liab ility company established under the laws of the
PRC and is principally engaged in breeding and sa les of livestock, crop production and sales of
agricultural products. Each of Jianquanzi and Jinlucao is wholly owned by Hainan Huaxia Lingjiao
Agricultural Technology Development Co., Ltd. ( 海南華廈嶺腳農業科技發展有限公司), which is in
turn wholly owned by Hainan Chuangxin Pharma ceutical Technology Development Co., Ltd. ( 海南
創鑫醫藥科技發展股份有限公司), which is in turn held as to approximately 80.18% by Hainan Jinjia
Courtyard Catering Management Co., Ltd. ( 海南金家大院餐飲管理有限公司
) ,w h i c hi si nt u r nh e l d
as to 60% by Mr. JING Wei ( 敬偉)( t h ef a t h e ro fM s .J i n g )a n d4 0 %b yM r .J I N GR u i f e n g(敬瑞豐)
(the brother of Ms. Jing). As such, each of Jianquanzi and Jinlucao is a connected person of our
Company under Rule 14A.12(2)(b) of the Listing Rules.
Details of our Group’s one-off transaction s with Jianquanzi and Jinlucao pursuant to
agreements entered into prior to the Listing and our Group’s continuing connected transactions with
Jianquanzi following the Listing are set out below.
ONE-OFF TRANSACTIONS PRIOR TO THE LISTING
Vehicle Rental Agreement
On January 1, 2025, Gaotai County Tianhong Bio chemical Technology Development Co., Ltd.
(高台縣天鴻生化科技開發有限責任公司)( ‘ ‘Tianhong Biochemical ’’), our wholly-owned subsidiary,
entered into a vehicle rental agreement (the ‘‘ Vehicle Rental Agreement ’’) with Jianquanzi, pursuant
to which Tianhong Biochemical agreed to lease from Jianquanzi two vehicles at an aggregate
monthly rental of RMB6,000, for a term commenc ing on January 1, 2025 and ending on December
31, 2027, subject to renewal upon the mutual agreement of both parties thereto. The two vehicles
have been rented for our operational need s and business use since January 1, 2023.
The rental under the Vehicle Rental Agreem ent has been determined by our Group and
Jianquanzi through arm’s length negotiation bas ed on a number of factors, including but not limited
to the number of vehicles rented after taking int o account our operational needs, the prevailing
market rental of similar vehicles, specifications of the vehicles rented and the term of the rental.
The transactions entered into with Jianquanzi in respect of the vehicle rentals have been entered
into in the ordinary and usual course of business of our Company. Pursuant to IFRS 16, the leased
assets under the Vehicle Rental Agreement has been recognized by our Group as right-of-use assets
with an initial value of approximately RMB208,581 , and the transactions contemplated under the
Vehicle Rental Agreement would be regarded as an acquisition of right-of-use assets by our Group
pursuant to the Listing Rules. As the Vehicle Rental Agreement, which was entered into prior to the
Listing and was one-off in nature, the transactions (in relation to the outstanding payments pursuant
to the Vehicle Rental Agreement) contemplated under the Vehicle Rental Agreement will not be
classified as connected transactions or continui ng connected transactions under Chapter 14A of the
Listing Rules. Therefore, the entering into of th e Vehicle Rental Agreement and the transactions
contemplated thereunder will not be subject to any of the reporting, announcement, annual review
and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
CONNECTED TRANSACTIONS
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Lease Agreement
On January 1, 2024, Tianhong Biochemical entered into a lease agreement (the ‘‘ Lease
Agreement ’’) with Jinlucao, pursuant to Tianhong Bioc hemical agreed to lease from Jinlucao a piece
of agricultural farmland with an area of 1,270 mu located at Yihe Village, Nanhua Town, Gaotai
County ( 高台縣南華鎮義禾村), at an annual rent of RMB1,260,600, for a term commencing on
January 1, 2024 and ending on December 31, 2026, subject to renewal upon the mutual agreement of
both parties thereto. The agricultural farmland has been leased for growing forage for horses for our
R&D and manufacturing activities.
The rent under the Lease Agreement has been determined by our Group and Jinlucao through
arm’s length negotiation based on a number of fa ctors, including but not limited to the prevailing
market rent of similar properties located in the vic inity, the areas leased and the term of the lease.
The transactions entered into with Jinlucao in respect of the lease have been entered into in the
ordinary and usual course of business of our Com pany. Pursuant to IFRS 16, the leased farmland
under the Lease Agreement has been recognized by our Group as a right-of-use asset with an initial
value of approximately RMB3,693,396, and the transactions contemplated under the Lease
Agreement would be regarded as an acquisition o f a right-of-use asset by our Group pursuant to
the Listing Rules. As the Lease Agreement, whic h was entered into prior to the Listing and was
one-off in nature, the transactions (in relation to the outstanding payments pursuant to the Lease
Agreement) contemplated under the Lease Agreement will not be classified as connected transactions
or continuing connected transactions under Chapter 14A of the Listing Rules. Therefore, the
entering into of the Lease Agreement and the tra nsactions contemplated thereunder will not be
subject to any of the reporting, announcement, annual review and independent Shareholders’
approval requirements under Chapter 14A of the Listing Rules.
FULLY EXEMPT CONTINUING CONNECTED TRANSACTIONS
Master Forage Purchase Agreement
Our Company (for and on behalf of ourselves and our subsidiaries) entered into a master forage
purchase agreement dated June 17, 2026 (the ‘‘ Master Forage Purchase Agreement ’’) with Jianquanzi,
pursuant to which our Group may purchase from Jianquanzi forage for horses. Such forage for
horses are required as we breed horses for our R&D and manufacturing activities.
Our Group and Jianquanzi will enter into separat e individual agreements or purchase orders,
which will set out the specific terms and condition s according to the principles in the Master Forage
Purchase Agreement. The Master Forage Purchase Agreement is effective from the Listing Date till
December 31, 2028, subject to renewal upon the m utual agreement of both parties thereto.
For the three financial years ended December 31, 2023, 2024 and 2025, the amounts incurred by
our Group for the forage purchased from Jianquanzi under the Master Forage Purchase Agreement
were RMB3,947,456.10, RMB68,400.00 and nil, resp ectively. The historical fluctuations in the
amounts incurred by our Group for the forage pur chased from Jianquanzi were primarily due to the
changes in our Group’s needs for forage in line with our business growth, with such purchase
amounts having decreased in the financial year ended December 31, 2024 as a result of the
consumption of our then existing inventory of forage and the harvest of forage grown by ourselves
on the agricultural farmland leased since January 1, 2024 as set out in the paragraph headed
‘‘One-off Transactions prior to the Listing — Lease Agreement’’ in this section.
It is expected that the maximum aggregate tr ansaction amounts payable by our Group to
Jianquanzi under the Master Forage Purchase Agreement for the three financial years ending
December 31, 2026, 2027 and 2028 shall not exceed RMB2,600,000, RMB2,600,000 and
RMB2,600,000, respectively, after taking into account, among others, the expected increase in the
demand for forage as a result of an increased number of horses for pregnant horse plasma in line
with the continuous expansion and growth of our business.
CONNECTED TRANSACTIONS
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T h ep u r c h a s ep r i c ef o rf o r a g eu n d e rt h eM a s t er Forage Purchase Agreement will be charged at
unit prices no less favorable to our Group than unit prices at which our Group pays Independent
Third Parties for comparable transactions, and will be determined by our Group and Jianquanzi
through arm’s length negotiatio nw i t hr e f e r e n c et oan u m b e ro ff a ctors applicable to all suppliers,
including but not limited to the market price of th e forage, quantities and method of procurement,
specifications of the forage, the fees charged for historical transactions of a similar nature and the
then prevailing market prices based on uni t prices for different types of forage.
The historical transactions entered into with Jianquanzi in respect of purchases of forage have
been, and the transactions contemplated under t h eM a s t e rF o r a g eP u r c h a s eA g r e e m e n tw i l lb e ,
entered into in the ordinary and usual course of business of our Company, on normal commercial
terms or better. As each of the applicable per centage ratios in respect of the transactions
contemplated under the Master Forage Purchase Agreement will be less than 5% on an annual basis
and the total consideration on an annual basi s will be less than HK$3 million, the transactions
contemplated under the Master Forage Purchase Agreement would, upon Listing, be fully exempt
from the reporting, announcement, annual review and independent Shareholders’ approval
requirements pursuant to Rule 14A.76(1) of the Listing Rules.
CONNECTED TRANSACTIONS
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So far as our Directors are aware, immediately f ollowing the completion of the Global Offering
and without taking into account any H Shares which may be issued pursuant to the exercise of the
Over-allotment Option, the follo wing persons will have an interest or short position in the Shares or
the underlying Shares which would fall to be disclosed to our Company and the Hong Kong Stock
Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or, will be, directly or
indirectly, interested in 10% or more of the nomin al value of any class of share capital carrying
rights to vote in all circumstances at general meetings of our Company:
Name of
Shareholder
Capacity/nature of
interest
Number of
Shares held
Approximate
percentage of
shareholding in
the relevant
proportion of
Shares
(1)
Approximate
percentage of
shareholding in
the total issued
share capital of
our Company (1)
(%) (%)
Ms. Jing (2) Interest in
controlled
corporations
208,562,250 H
Shares
67.92 67.63
Hainan Zhizheng (2) Beneficial owner;
Interest in
controlled
corporations
208,562,250 H
Shares
67.92 67.63
Qianhai
Tianzheng
(2)
Beneficial owner 203,687,250 H
Shares
66.33 66.05
Notes:
(1) The calculation is based on the total number of 1,287,000 Domestic Shares and 307,090,319 H Shares in issue
(assuming the Over-allotment Optio n is not exercised) upon Listing.
(2) As of the Latest Practicable Date, Hainan Zhizheng was held as to 99% by Ms. Jing, and Qianhai Tianzheng was
w h o l l yo w n e db yH a i n a nZ h i z h e n g .A ss u c h ,u n d e rt h eS F O ,H a i n a nZ h i z h e n gi sd e e m e dt ob ei n t e r e s t e di nt h eH
Shares held by Qianhai Tianzheng, and Ms. Jing is deemed to be interested in the H Shares held by Qianhai
Tianzheng and Hainan Zhizheng.
For details of the substantial shareholders who w ill be, directly or indirectly, interested in 10%
or more of the nominal value of any class of share ca pital carrying rights to vote in all circumstances
at general meetings of any member of our Group other than our Company, see ‘‘Further Information
about Our Directors and Substantial Shareholder s — 1. Disclosure of Interests’’ in Appendix VII to
this prospectus.
Save as disclosed herein, our Directors are no t aware of any persons who will, immediately
following completion of the Global Offering (assumin g the Over-allotment Option is not exercised),
without taking into account the Offer Shares that may be taken up under the Global Offering, have
interests or short positions in Shares or underlying Shares which would fall to be disclosed under the
provisions of Divisions 2 and 3 of Part XV of the SFO o r, will be, directly or indirectly, interested in
10% or more of the nominal value of any class of share capital carrying rights to vote in all
circumstances at general meetings of our Company.
SUBSTANTIAL SHAREHOLDERS
–2 1 8–


--- page 228 ---
THE CORNERSTONE PLACING
We have entered into a cornerstone investment agreement (the ‘‘ Cornerstone Investment
Agreement ’’) with the cornerstone investor set out below (the ‘‘ Cornerstone Investor ’’), pursuant to
which the Cornerstone Investor has agreed to, sub ject to certain conditions, subscribe at the Offer
Price for such number of Offer Shares (rounded down to the nearest whole board lot of 500 H
Shares) that may be purchased for an aggregate amount of HK$50.0 million (exclusive of brokerage
fee, the SFC transaction levy, the AFRC transacti on levy and the Stock Exchange trading fee) (the
‘‘Cornerstone Placing ’’).
Assuming an Offer Price of HK$9.33, being the low-end of the indicative Offer Price range set
out in this Prospectus, the total number of Offer Sha res to be subscribed by the Cornerstone Investor
would be 5,359,000 Offer Shares, representing approximately (i) 14.79% of the H Shares offered
pursuant to the Global Offering; and (ii) 1.74% of ou r total issued share capital immediately upon
completion of the Global Offering (assuming that t he Over-allotment Option is not exercised).
Assuming an Offer Price of HK$11.20, being the mid-point of the indicative Offer Price range
set out in this Prospectus, the total number of Offer Shares to be subscribed by the Cornerstone
Investor would be 4,464,000 Offer Shares, representing approximately (i) 12.32% of the H Shares
offered pursuant to the Global Offering; and (ii) 1. 45% of our total issued share capital immediately
upon completion of the Global Offering (assuming that the Over-allotment Option is not exercised).
Assuming an Offer Price of HK$13.06, being the high-end of the indicative Offer Price range set
out in this Prospectus, the total number of Offer Sha res to be subscribed by the Cornerstone Investor
would be 3,828,000 Offer Shares, representing approximately (i) 10.56% of the H Shares offered
pursuant to the Global Offering; and (ii) 1.24% of ou r total issued share capital immediately upon
completion of the Global Offering (assuming that t he Over-allotment Option is not exercised).
We believe that the Cornerstone Placing demonstrates our Cornerstone Investor’s confidence in
our Company and its business prospect, and that the Cornerstone Placing will help to raise the
profile of our Company. Our Company became acquainted with the Cornerstone Investor in its
ordinary course of operation through the Group’s business network or through introduction by the
underwriters in the Global Offering.
The Cornerstone Placing will form part of the International Offering, and, save as otherwise
obtained consent from the Stock Exchange, the Cornerstone Investor and its close associates will not
subscribe for any Offer Shares under the Global O ffering (other than pursuant to the Cornerstone
Investment Agreement). The Offe r Shares to be subscribed by the Cornerstone Investor will rank
pari passu in all respects with the fully paid H Shares i n issue following the Global Offering of the
Company and will be counted towards the public float of our Company under Rule 19A.13A of the
Listing Rules. Immediately following the completion of the Global Offering, (i) the Cornerstone
Investor or its close associates will not, by virt ue of the cornerstone investment, have any Board
representation in our Company; (ii) none of the Cornerstone Investor and its close associates will
become a substantial Shareholder of our Compan y; and (iii) the equity interests in the Company
beneficially owned by the three largest public Shareholders will be less than 50% for the purpose of
Rule 8.08(3) of the Listing Rules. Other than a gua ranteed allocation of the relevant Offer Shares at
the final Offer Price, the Cornerstone Investor does not have any preferential rights under its
Cornerstone Investment Agreement, as compared with other public Shareholders. There are no side
arrangements or agreements between our Company and the Cornerstone Investor or any benefit,
direct or indirect, conferred on the Cornerstone Investor by virtue of or in relation to the Listing,
other than a guaranteed allocation of the relevant O ffer Shares at the final Offer Price, following the
principles as set out in Chapter 4.15 of the Guide for New Listing Applicants.
CORNERSTONE INVESTOR
–2 1 9–


--- page 229 ---
To the best knowledge of the Company and after making reasonable enquiries, (i) the
Cornerstone Investor and its ultimate benefic ial owners are independent from our Group, the
Controlling Shareholders, our connected persons and their respective associates and they are not our
existing Shareholders; (ii) the Cor nerstone Investor makes independe nt investment decisions; (iii) the
Cornerstone Investor is not accustomed to take instructions from our Company or any of our
Directors, chief executive, supervisors, the Contro lling Shareholders, substa ntial Shareholders or
existing Shareholders or any of its subsidiaries or their respective close associates in relation to the
acquisition, disposal, voting or other dispositio no ft h eO f f e rS h a r e so ro t h e r w i s eh e l db yi ta n d( i v )
the subscription of Offer Shares pursuant to the Co rnerstone Investment Agreement is not directly
or indirectly financed by our Comp any, the Controlling Shareholde rs, or any of our Directors, chief
executive, supervisors of our Company, substantial Shareholders, existing Shareholders or any of its
subsidiaries or their respective close associates.
As confirmed by the Cornerstone Investor, its subscription under the Cornerstone Placing
would be financed by its own internal financial resources, financial resources of its shareholders or
the assets managed for its investors (in the case of Co rnerstone Investor which is funds or investment
managers) and it has sufficient funds to settle its investment under the Cornerstone Placing. The
Cornerstone Investor has confirmed that all nece ssary approvals have been obtained with respect to
the Cornerstone Placing and that no specific approval from any stock exchange (if relevant) or the
shareholders of any listed companies (if relevant) is required for the relevant Cornerstone Placing.
The Cornerstone Investor and its ultimate beneficial owner are not listed on any stock exchange.
The Cornerstone Investor has agreed to fully pay for the relevant Offer Shares that it has
subscribed before dealings in the Company’s H Shares commence on the Stock Exchange. The
Cornerstone Investor has agreed that, the Company, the Joint Sponsors, the Sponsor-Overall
Coordinators and/or the Joint Overall Coordinator s may in their sole discretion defer the delivery of
a l lo rp a r to ft h eO f f e rS h a r e si tw i l ls u b s c r i b ef o ron a date later than the Listing Date. Such delayed
delivery arrangement is in place to facilitate the ov er-allocation in the International Offering and
there will be no delayed delivery if there is no over -allocation in the International Offering. Where
delayed delivery takes place, (i) there will be delayed delivery of the Offer Shares to the Cornerstone
Investor as determined by the Company and the Joint Overall Coordinators; (ii) the date of the
delayed delivery shall be no later than three business days following the last day on which the
Over-allotment Option may be exercised; (iii) n o extra payment will be made to the Cornerstone
Investor for the purpose of the delayed delivery arrangement; and (iv) the Cornerstone Investor that
may be affected by such delayed delivery has agreed t hat it shall nevertheless pay for the relevant
Offer Shares before the Listing. Accordingly, ther e will be no deferred settlement of the Offer Shares
to be subscribed by the Cornerstone Investor.
The total number of Offer Shares to be subscribe d by the Cornerstone Investor may be affected
by reallocation of the Offer Shares between the International Offering and the Hong Kong Public
Offering. If the total demand for H shares in the Hong Kong Public Offering falls within the
circumstance as set out in the section headed ‘‘Structure of the Global Offering — The Hong Kong
Public Offering — Reallocation’’ in this Prospectus, our Company and the Joint Overall
Coordinators have the absolute discretion, but not obliged, to deduct the number of Offer Shares
to be subscribed by the Cornerstone Investor on a pro rata basis in accordance with the terms of the
Cornerstone Investment Agreement to satisfy the public demands under the Hong Kong Public
Offering, after taking into account the requirements under Appendix F1 to the Listing Rules.
Further, the Sponsor-Overall Coordinators and/or the Joint Overall Coordinators and the Company
can adjust the number of Offer Shares to be acquired by the Cornerstone Investor in their sole and
absolute discretion for the purpose of compliance with Rules 8.08(3), 19A.13A and 19A.13C of the
Listing Rules, Practice Note 18 to the Listing Rules and Appendix F1 to the Listing Rules. Details of
the actual number of Offer Shares to be allocated to t he Cornerstone Investor will be disclosed in the
allotment results announcement of our Company to be published on or around June 29, 2026.
CORNERSTONE INVESTOR
–2 2 0–


--- page 230 ---
THE CORNERSTONE INVESTOR
The information about our Cornerstone Investor set forth below has been provided by the
Cornerstone Investor in connection with the Cornerstone Placing.
WSH
Wealth Strategy Holding Limited ( 富策控股有限公司)( ‘ ‘WSH’’) is a company incorporated in
Hong Kong and is wholly-owned by Wealth Stra tegy Group Limited, an investment vehicle
incorporated in the British Virgin Island s and wholly-owned by Mr. KUNG Hung Ka (‘‘ Mr. Kung ’’),
an Independent Third Party.
Mr. Kung is a well-known technology entrepreneur and investor with extensive experience in
investments across the information technology, electronics and technology sectors. He graduated
from Huazhong University of Science and Tech nology with a major in Computer Science and
currently serves as a part-time professor of Hua zhong University of Science and Technology. Mr.
Kung is the founder of Jiadao Capital ( 嘉道資本) and is also the actual controller and chairman of
Zhongyuan Union Cell & Gene Engineering Corp., Ltd. ( 中源協和細胞基因工程股份有限公司)
(600645.SH).
WSH is principally engaged in investment holding. Over the years, Mr. Kung has invested in
and/or founded a number of renowned technology an d healthcare enterprises, including VeriSilicon
Microelectronics (Shanghai) Co., Ltd. ( 芯原微電子（上海）股份有限公司) (688521.SH), Guangdong
Tecsun Science & Technology Co., Ltd. ( 廣東德生科技股份有限公司) (002908.SZ), Hangzhou
Hikvision Digital Technology Co., Ltd. ( 杭州海康威視數字技術股份有
限公司) (002415.SZ),
Shanghai Fullhan Microelectronics Co., Ltd. ( 上海富瀚微電子股份有限公司) (300613.SZ), C-MER
Medical Holdings Limited ( 希瑪醫療控股有限公司) (3309.HK) and XtalPi Holdings Limited ( 晶泰控
股有限公司) (2228.HK), with business coverage spanning semiconductors, digital technology,
security systems, life sciences, environmental prot ection and agricultural applications of traditional
Chinese medicine.
The table below sets forth details of the Cornerstone Placing:
Based on the Offer Price of HK$9.33 (being the low-end of the indicative Offer Price range)
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is fully exercised
Cornerstone Investor
Investment
amount (1)
Number
of Offer
Shares (2)
Approximate
percentage of
the Offer
Shares
Approximate
percentage of
the Shares in
issue
immediately
following the
completion of
the Global
Offering
Approximate
percentage of
the Offer
Shares
Approximate
percentage of
the Shares in
issue
immediately
following the
completion of
the Global
Offering
(%) (%) (%) (%)
WSH HK$50,000,000 5,359,000 14.79% 1.74% 12.86% 1.71%
Total HK$50,000,000 5,359,000 14.79% 1.74% 12.86% 1.71%
Notes:
(1) The investment amount is exclusive of brokerage fee, the SFC transaction levy, the AFRC transaction levy and
the Stock Exchange trading fee.
(2) Subject to rounding down to the near est whole board lot of 500 Offer Shares.
CORNERSTONE INVESTOR
–2 2 1–


--- page 231 ---
Based on the Offer Price of HK$11.20 (being the mid-point of the indicative Offer Price range)
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is fully exercised
Cornerstone Investor
Investment
amount (1)
Number
of Offer
Shares (2)
Approximate
percentage of
the Offer
Shares
Approximate
percentage of
the Shares in
issue
immediately
following the
completion of
the Global
Offering
Approximate
percentage of
the Offer
Shares
Approximate
percentage of
the Shares in
issue
immediately
following the
completion of
the Global
Offering
(%) (%) (%) (%)
WSH HK$50,000,000 4,464,000 12.32% 1.45% 10.71% 1.42%
Total HK$50,000,000 4,464,000 12.32% 1.45% 10.71% 1.42%
Notes:
(1) The investment amount is exclusive of brokerage fee, the SFC transaction levy, the AFRC transaction levy and
the Stock Exchange trading fee.
(2) Subject to rounding down to the near est whole board lot of 500 Offer Shares.
Based on the Offer Price of HK$13.06 (being the high-end of the indicative Offer Price range)
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is fully exercised
Cornerstone Investor
Investment
amount (1)
Number
of Offer
Shares (2)
Approximate
percentage of
the Offer
Shares
Approximate
percentage of
the Shares in
issue
immediately
following the
completion of
the Global
Offering
Approximate
percentage of
the Offer
Shares
Approximate
percentage of
the Shares in
issue
immediately
following the
completion of
the Global
Offering
(%) (%) (%) (%)
WSH HK$50,000,000 3,828,000 10.56% 1.24% 9.19% 1.22%
Total HK$50,000,000 3,828,000 10.56% 1.24% 9.19% 1.22%
Notes:
(1) The investment amount is exclusive of brokerage fee, the SFC transaction levy, the AFRC transaction levy and
the Stock Exchange trading fee.
(2) Subject to rounding down to the near est whole board lot of 500 Offer Shares.
CLOSING CONDITIONS
The obligation of the Cornerstone Investor t o subscribe for the Offer Shares under the
Cornerstone Investment Agreement is subject to, among other things, the following closing
conditions:
(a) the underwriting agreements for the Hong K ong Public Offering and the International
Offering being entered into and having becom ee f f e c t i v ea n du n c o n d i tional (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 these underwriting
agreements, and neither of the aforesaid underw riting agreements having been terminated;
(b) the Offer Price having been agreed upon between our Company and the Joint Overall
Coordinators (for themselves and on behalf of the Underwriters);
CORNERSTONE INVESTOR
–2 2 2–


--- page 232 ---
(c) the Listing Committee of the Stock Exchange having granted the approval for the listing
of, and permission to deal in, the H Shares (including the H Shares under the Cornerstone
Placing as well as other applicable waivers a nd approvals) and such approval, permission
or waiver having not been revoked prior to th e commencement of dealings in the H Shares
on the Stock Exchange;
(d) no laws shall have been enacted or promulg ated by any governmental authority which
prohibits the consummation of the transactions contemplated in the Global Offering or
the Cornerstone Investment Agreement and there shall be no orders or injunctions from a
court of competent jurisdiction in effect precluding or prohibiting consummation of such
transactions; and
(e) the CSRC has accepted the CSRC filings and p ublished the filing results in respect of the
CSRC filings on its website, and such notice of acceptance and/or filing results published
have not otherwise been rejected, withdra wn, revoked or invalidated prior to the
commencement of dealings in the H Shares on the Stock Exchange;
(f) the representations, warranties, undertakings, acknowledgements and confirmations of
the Cornerstone Investor under the Cornerstone Investment Agreement are (as of the date
of the Cornerstone Investment Agreement) and will be (as of the Listing Date) accurate
and true in all respects and not misleading or deceptive and that there is no material
breach of the Cornerstone Investment Agreement on the part of the Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTOR
The Cornerstone Investor has agreed that it will not, whether directly or indirectly, at any time
during the period of six months from (and inclusive of) the Listing Date (the ‘‘ Lock-up Period ’’),
dispose of, in any way, any of the Offer Shares or any interest in any company or entity holding such
Offer Shares that it has purchased pursuant to the re levant Cornerstone Investment Agreement, save
for certain limited circumstances, such as transfers to any of its wholly-owned subsidiaries, entities
under the same management or control (as the case maybe) who will be bound by the same
obligations of such Cornerstone Investor, in cluding the Lock-up Period restriction.
CORNERSTONE INVESTOR
–2 2 3–


--- page 233 ---
This section presents certain information regarding our share capital prior to and upon the
completion of the Global Offering.
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the regi stered share capital of our Company was
RMB272,142,819 comprising 272,142,819 Domest ic Shares with a nominal value of RMB1.00 each.
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately upon completion of the Global Off ering, assuming the Over -allotment Option is
not exercised, the share capital of our Company will be as follows:
Description of Shares
Number of
Shares
Approximate
percentage of
the total issued
share capital
(%)
Domestic Shares 1,287,000 0.42
H Shares to be converted from Domestic Shares (note) 270,855,819 87.83
H Shares to be issued pursuant to
the Global Offering 36,234,500 11.75
Total 308,377,319 100.00
Immediately upon completion of the Global Off ering, assuming the Over -allotment Option is
fully exercised, the share capital of our Company will be as follows:
Description of Shares
Number of
Shares
Approximate
percentage of
the total issued
share capital
(%)
Domestic Shares 1,287,000 0.41
H Shares to be converted from Domestic Shares (note) 270,855,819 86.31
H Shares to be issued pursuant to
the Global Offering 41,669,500 13.28
Total 313,812,319 100.00
Note: For details of the identities of the Shareholders whos e Domestic Shares will be converted into H Shares upon
Listing, see ‘‘History, Development and Corporate Structure — Capitalization of Our Company’’ in this
prospectus.
SHARE CLASSES
Upon completion of the Global Offering and conversion of 270,855,819 Domestic Shares into
H Shares, our Shares will consist of Domestic Sha res and H Shares. Domestic Shares and H Shares
are ordinary shares in the share capital of our Company. Apart from certain qualified domestic
institutional investors in the PRC, certain qua lified 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 cann ot be subscribed by or traded among legal and
natural persons of the PRC.
SHARE CAPITAL
–2 2 4–


--- page 234 ---
Domestic Shares and H Shares are regarded as one class of shares under our Articles of
Association, and Domestic Shares and H Shares will rank pari passu with each other in all other
respects and, in particular, will rank equally for all dividends or distributions declared, paid or made
after the date of this prospectus. Other than cash, dividends could also be paid in the form of shares
or a combination of cash and shares.
CONVERSION OF OUR DOMESTIC SHARES INTO H SHARES
All our Domestic Shares are not presently listed or traded on any stock exchange. The holders
of our Domestic Shares may, at their own option, authorize us to apply to the CSRC for conversion
of their respective Domestic Shares to H Shares. After the conversion of Domestic Shares, such
converted Shares may be listed or traded on an overseas stock exchange, provided that such
conversion shall have gone through any requisite internal approval process and complied with the
regulations prescribed by the securities regu latory authorities of the State Council and the
regulations, requirements and procedures prescri bed by the overseas stock exchange(s) and the filing
procedure with the CSRC shall have been complet ed. The listing of such converted Shares on the
Hong Kong Stock Exchange will also require the approval of the Hong Kong Stock Exchange. In
addition, such conversion, trading and listing shall in all respects comply with the regulations
prescribed by the State Council’s securities regulato ry authorities and the regulations, requirements
and procedures prescribed by the relevant overseas stock exchange.
Based on the procedures for the conversion of our Domestic Shares into H Shares as disclosed
in this section, we can apply for the listing of all o r any portion of our Domestic Shares on the Hong
Kong Stock Exchange as H Shares in advance of any proposed conversi on to ensure that the
conversion process can be completed promptly upon notice to the Hong Kong Stock Exchange and
delivery of Shares for entry on the H Share register. As any listing of additional Shares after our
initial listing on the Hong Kong Stock Exchange is ordinarily considered by the Hong Kong Stock
Exchange to be a purely administrative matter, it w ill not require such prior application for listing at
the time of our initial listing in Hong Kong.
Any application for listing of the converted Sh ares on the Hong Kong S tock Exchange after
our initial listing is subject to prior notification by way of announcement to inform Shareholders and
the public of such proposed conversion.
After all the requisite approvals have been obtained, the following procedure will need to be
completed in order to effect the conversion: the relevant Domestic Shares will be withdrawn from the
register of Domestic Shares, and we will re-regis ter such Shares on our H Share register maintained
in Hong Kong and instruct the H Share Registrar to issue H Share certificates. Registration on our
H Share register will be conditional on (a) our H Sh are Registrar lodging with the Hong Kong Stock
Exchange a letter confirming the proper entry of the relevant H Shares on the H Share register of
members and the due dispatch of H Share certificate s; and (b) the admission of the H Shares to trade
on the Hong Kong Stock Exchange in compliance with the Listing Rules, the General Rules of
HKSCC and the HKSCC Operational Procedures in force from time to time. Until the converted
shares are re-registered on our H Share registe r, such Shares would not be listed as H Shares.
TRANSFER OF SHARES ISSUED PRIOR TO LISTING DATE
Pursuant to the PRC Company Law, our Shares issued prior to the Listing shall not be
transferred within one year from the Listing Date.
REGISTRATION OF SHARES NOT LISTED ON THE OVERSEAS STOCK EXCHANGE
According to the Guidelines for the ‘‘Full Circul ation’’ Program for Domestic Unlisted Shares
of H-Share Listed Companies ( 《H股公司境內未上市股份申請‘‘全流通’’業務指引》) announced by the
CSRC, holders of Domestic Shares shall handle sha re transfer registration business in accordance
with the relevant business rules of the China Securities Depository and Clearing Corporation
Limited. Further, H-share compan ies should submit the relevant status reports to the CSRC within
15 days after the transfer registration with th e China Securities Depository and Clearing
Corporation Limited of the Domestic Shares i nvolved in the application is completed.
CIRCUMSTANCES UNDER WHICH A GENERAL MEETING IS REQUIRED
For details of circumstances under which a ge neral meeting of our Company is required, see
Appendix VI to this prospectus.
SHARE CAPITAL
–2 2 5–


--- page 235 ---
You should read the following discussion and analysis in conjunction with our audited
consolidated financial information included in the Accountants’ Report in Appendix I to this
prospectus, together with the respective accompanying notes. Our consolidated financial information
has been prepared in accordance with IFRSs.
The following discussion and analysis contain forward-looking statements that reflect our
current views with respect to future events and financial performance. These statements are based on
our assumptions and analysis in light of our experience and perception of historical trends, current
conditions and expected future developments, as well as other factors we believe are appropriate
under the circumstances. However, whether actual outcomes and developments will meet our
expectations and predictions depends on a number of risks and uncertainties. In evaluating our
business, you should carefully consider the information provided in this prospectus, including but not
limited to the sections headed ‘‘Risk Factors’’ and ‘‘Business’’ in this prospectus.
For the purpose of this section, unless the context otherwise requires, references to 2023, 2024
and 2025 refer to our financial years ended December 31 of such years. Unless the context otherwise
requires, financial information described in this section is described on a consolidated basis.
OVERVIEW
We are the largest provider and exporter of Human TAT in China and a fully integrated
antiserum platform company. During the Track Record Period, our business experienced strong
growth. Our total revenue increased from R MB198.0 million in 2023 to RM B235.4 million in 2025.
Our profit for the year also surged from RMB 55.5 million in 2023 to RMB94.8 million in 2025.
BASIS OF PREPARATION
The historical financial information has been prepared in accordance with International
Financial Reporting Standards (‘‘ IFRSs ’’), which comprise all International Financial Reporting
Standards approved by the International Accounting Standards Board (the ‘‘ IASB ’’).
The historical financial information has been prepared under the historical cost convention.
These financial statements are presented in Renminbi (‘‘ RMB’’) and all values are rounded to the
nearest thousand except when otherwise indicated.
FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our financial performance is influenced b y a range of factors, including macroeconomic
conditions, regulatory developments, market dyna mics, and company-specific strategies. Below, we
outline the key factors shaping our results of operations:
Market Trends and Regulatory Landscape
The Chinese and global human antiserum markets are large with significant growth potential.
According to Frost & Sullivan, the global human an tiserum market increased from US$281.8 million
in 2020 to US$437.6 million in 2025, an d is expected to continue to increase to US$1,399.9 million in
2030 and US$2,860.7 million in 2035. The huma n antiserum market in China increased from
US$50.2 million in 2020 to US$64.2 million in 2025, a nd is expected to continue to increase to
US$190.2 million in 2030 and US$440 .5 million in 2035. See also ‘‘Industry Overview’’ of this
prospectus.
Regulatory policies play a pivotal role in sh aping the competitive landscape. The PRC
government’s focus on improving pharmaceutica l quality standards and promoting innovation,
coupled with the introduction of the VBP scheme , has created opportunities for providers of
essential products with cost advantages. The implementation of the VBP scheme, with our Human
TAT winning the bid, further enhanced Human TAT ’s market awareness and penetration. It also
strengthened our bargaining power with distrib utors, enabling us to reduce expenses related to
market expansion and promotion. By leveraging the broad reach and volume-based pricing of such
scheme, Human TAT has achieved, and is able to furt her achieve, greater visi bility among healthcare
FINANCIAL INFORMATION
–2 2 6–


--- page 236 ---
providers and institutions. To capture this opportunity, we are committed to continuous
technological upgrades, main taining rigorous quality control and complying with evolving
regulatory standards positions us favorably to c apture market opportunities and maintain our
competitive edge over the long term.
Product Portfolio and Pipeline Development
Our portfolio forms the foundation of our gro wth strategy. We are the largest Human TAT
provider in China and globally, w ith a market share of 65.8% and 45.8%, respectively, in terms of
sales volume in 2025, according to Frost & Sullivan. O ur existing products include also veterinary
tetanus antitoxin, PMSG and certain hormonal pharmaceutical drugs. In addition, our diversified
pipeline is focused on advancing products in high-growth therapeutic areas and meeting unmet
medical needs to drive future growth. For instan ce, an adequate supply of snake antivenom products
can effectively meet the medical needs of patients in remote areas, who often rely on traditional
treatments such as herbal medicine, which cannot fully address their health and life-saving needs.
While these products offer substantial growth pote ntial, their development and commercialization
require significant investment. We inves ted RMB24.2 million, RMB 13.7 million and RMB23.7
million in research and development in 2023, 2024 and 2025, respectively, and we expect to incur
increased investment in research and developmen t as we accelerate clinical trials and regulatory
filings. The successful commercialization of o ur pipeline products will depend on achieving
regulatory approval, market acceptance, and competi tive differentiation in terms of safety, efficacy,
and cost-effectiveness.
Operational Efficiency and Cost Management
Our production capabilities and efficiency are k ey drivers of operational performance. We have
strategically leveraged the diverse regional adv antages in China to establish a comprehensive,
multi-regional industry chain. Our equine breed ing and plasma collection base is strategically
located in Zhangye, Gansu, which is suitable for horse breeding and ensures the stable collection of
equine plasma used for production. The biophar maceutical manufacturing facility in Jiangxi,
equipped with advanced technology, serves as the core of our production operations, focusing on the
manufacturing of Human TAT and other antiserum products. This provides a competitive edge in
meeting growing market demand while ma intaining high quality standards.
We employ advanced technologies and streamlined production pr ocesses to optimize efficiency
and control costs. These efforts are further supported by our vertically integrated business model,
which enables us to maintain ownership and control over key resources, such as horses and equine
plasma. By managing these critic al inputs in-house, we significantly reduce reliance on external
suppliers, thereby improving cost efficiency across our entire production chain. While we have
established long-term supplier rel ationships to mitigate price volatility of fodder, fluctuations in
market conditions or supply constraints could potentially impact our margins. The vertically
integrated structure of our operations allows us gre ater stability and control over production costs,
reinforcing our competitive adv antage. Overall, cost of sales/se rvices as a percentage of revenue
amounted to 32.2%, 29.7%, and 23.2% in 2023, 2024 and 2025, respectively.
To further enhance operational efficiency, we continue to invest in process improvements,
capacity expansion, and compliance with international standards, including EU GMP standards. In
addition, the antiserum and biopharmaceutical industries are highly competitive and rapidly
evolving. Our Human TAT competes with both dome stic and international market participants,
while our pipeline products, such as snake antiv enoms and equine rabies immunoglobulin F(ab’)
2,
are designed to address unmet medical needs by pro viding effective treatment options for unserved
markets. To succeed, we must continuously innovate, maintain cost efficiency, and demonstrate
differentiated value in terms of safety, effi cacy, and affordability. Advances in competing
technologies or disruptive innovations could int ensify market competition and impact our growth
trajectory. These initiatives are expected to su pport long-term growth but may result in short-term
cost increases. See also ‘‘Future Plans and Use of Proceeds’’ of this prospectus for more details.
FINANCIAL INFORMATION
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Changes in Fair Value of Biological Assets and Agricultural Produce
In light of the nature of our business, our net profit has been, and we expect will continue to be,
affected by changes in the fair value less costs to sell of biological assets, specifically our horses.
Under IFRS, we are required to recognize such changes under the category ‘‘Gain/(Loss) arising
from changes in fair value less costs to sell of biologi cal assets.’’ This line item reflects the fair value
changes of our biological assets due to variations in their type, quantity, recent transaction price,
stage of plasma collection, disposal prices and costs to dispose.
Fair value of biological assets is measured by referencing local market selling prices or by
examining the implied relationship between the pla sma collection cycle and t he disposal price less
cost to dispose after productive use, depending on whether these horses have been immunized and
are in plasma collection status. Our biological ass ets are valued at the beginning of the Track Record
Period and revalued at each reporting date during the Track Record Period. In 2023, 2024 and 2025,
we recorded loss arising from changes in fair valu e less costs to sell of biological assets of RMB3.0
million, RMB6.3 million and RMB2.9 million, respectiv ely. In applying these valuation methods,
our independent qualified professional valuer re lied on several assumptions. The fair value of our
horses can be significantly affected by the accurac y of these assumptions. Changes in estimates may
substantially impact the fair value of our horses. The independent qualified professional valuer and
our management team periodically review these assump tions and estimates to identify any significant
changes in the fair value of the horses. For more information on the valuation methods applied to
our horses, please refer to Note 20 of the Accountants’ Report included as Appendix I to this
prospectus.
In addition, our financial performance is al so affected by gain/(loss) arising on initial
recognition of agricultural produ ce at fair value less costs to sell at the point of harvest treatment of
agricultural produce, mainly being equine plasm a. Agricultural produce impacts our consolidated
s t a t e m e n to fp r o f i to rl o s st h r o u g hs e v e r a ls t ages. Under the IFRS, agricultural produce is
recognized as inventories at fair value less costs to sell at the point of harvest. The fair value is
determined based on the market price quoted in t he local area. The resulting gain or loss on the
recognition of such fair value, being the differenc e between (i) the fair value less costs to sell of the
agricultural produce and (ii) the breeding costs in curred and allocated to such produce is recognized
in profit or loss for the year. The gains arising on initial recognition of agricultural produce at fair
value less costs to sell at the point of harvest are recorded due to the difference between the
production cost of equine plasma under the cost approach and its market price at the point of
harvest.
For the portion of agricultural produce subsequently used in the production of Human TAT
products and for which the corresponding Human products are sold, the inventory balance is
recognized in cost of sales at fair value less cost s to sell at the point of harvest. For agricultural
produce that is not sold or used in production during the year, it remains recognized as inventory. At
the end of the year, an inventory allowance is recognized, if necessary to account for any potential
impairment.
MATERIAL ACCOUNTING POLICIES AND CRITICAL JUDGMENTS AND ESTIMATES
Note 4 to the Accountants’ Report as set forth in Appendix I to this prospectus sets forth
certain material accounting policy information, which are important for understanding our financial
conditions and results of operations.
Some of our accounting policies require us to a p p l ye s t i m a t e sa n da s s u m p t i o n sa sw e l la s
complex judgments relating to accounting items. The estimates and assumptions we use and the
judgments we make in applying our accounting polic ies have a significant impact on our financial
position and results of operations. Our management continually evaluates such estimates,
assumptions and judgments based on past experiences and other factors, including industry
practices and expectations of future events that are believed to be reasonable under the
circumstances. There has not been any material deviation between our management’s estimates or
assumptions and actual results, and we have not made any material changes to these estimates or
FINANCIAL INFORMATION
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assumptions during the Track Record Period. We do not expect any material changes in these
estimates and assumptions in the foreseeable future. See also Note 4 and Note 5 to Accountants’
Report as set forth in Appendix I to this prospectus.
RESULT OF OPERATIONS
The following table sets forth consolidated statement of profit or loss and other comprehensive
income for the years indicated:
Year Ended December 31,
2023 2024 2025
Results
before
biological
assets and
agricultural
produce
fair value
adjustments
Biological
assets and
agricultural
produce
fair value
adjustments Total
Results
before
biological
assets and
agricultural
produce
fair value
adjustments
Biological
assets and
agricultural
produce
fair value
adjustments Total
Results
before
biological
assets and
agricultural
produce fair
value
adjustments
Biological
assets and
agricultural
produce fair
value
adjustments Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenue 198,021 — 198,021 220,755 — 220,755 235,408 — 235,408
Cost of sales/services (49,027) (14,689)* (63,716) (52,634) (12,981)* (65,615) (41,323) (13,399) (54,722)
Gross profit 148,994 (14,689) 134,305 168,121 (12,981) 155,140 194,085 (13,399) 180,686
Other income 2,144 — 2,144 3,538 — 3,538 4,580 — 4,580
Impairment losses under
expected credit loss
model, net of reversal 333 — 333 118 — 118 (2,491) — (2,491)
Other gains and losses 393 — 393 114 — 114 3,664 — 3,664
Research and development
expenses (24,231) — (24,231) (13,681) — (13,681) (23,700) — (23,700)
Distribution and selling
expenses (33,028) — (33,028) (26,860) — (26,860) (22,345) — (22,345)
Administrative expenses (29,158) — (29,158) (32,346) — (32,346) (31,106) — (31,106)
Finance costs (667) — (667) (2,226) — (2,226) (34) — (34)
Gains arising on initial
recognition of
agricultural produce at
fair value less costs to sell
at the point of harvest — 16,474 16,474 — 17,954 17,954 — 21,277 21,277
Loss arising from changes in
fair value less costs to sell
of biological assets — (2,971) (2,971) — (6,326) (6,326) — (2,893) (2,893)
Listing expenses — — — (3,660) — (3,660) (18,376) — (18,376)
Profit before tax 64,780 (1,186) 63,594 93,118 (1,353) 91,765 104,277 4,985 109,262
Income tax expense (8,113) — (8,113) (16,625) — (16,625) (14,468) — (14,468)
Profit for the year 56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794
Note:
* Primarily includes the effect of agricultural produce fair va lue adjustments, which arise from the difference between the
fair value less costs to sell at the point of harvest of agric ultural produce, such as equine plasma, and the actual costs
incurred and allocated t o it during production.
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NON-IFRS MEASURE
We define ‘‘adjusted net profit (a non-IFRS measu re)’’ as profit for the year adjusted for listing
expenses. The listing expenses were incurred rela ted to the Global Offering. We also believe that the
non-IFRS financial measure provides useful information to investors and others in understanding
and evaluating our consolidated results of operati ons and financial positions in the same manner as
our management and in comparing financial results across accounting periods. The non-IFRS
measure should not be considered in isolation or c onstrued as alternatives to their most directly
comparable financial measures prepared in acc ordance with the IFRS. The non-IFRS financial
measure is not defined under the IFRS and are not presented in accordance with the IFRS. The
non-IFRS financial measure has limitations as anal ytical tools. One of the key limitations of using
the non-IFRS financial measure is that it does not reflect all items of income and expense that affect
our operations. Investors are encouraged to compa re the historical non-IFRS measure to the most
directly comparable IFRS measure. The non-IFRS measure presented here may not be comparable
to similarly titled measures presented by other com panies. Other companies may calculate similarly
titled measures differently, limiting their usef ulness as comparative measures to our data. We
encourage investors and others to review our financial information in its entirety and not rely on a
single financial measure.
The following table reconciles our adjusted net p rofit (a non-IFRS measure) to profit for the
year.
Year Ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit for the year 55,481 75,140 94,794
Added back:
Listing expenses — 3,660 18,376
Adjusted net profit
(a non-IFRS measure) 55,481 78,800 113,170
DESCRIPTION OF COMPONENTS OF CONSOLIDATED STATEMENTS OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
Revenue
During the Track Record Period, we generated revenue from the sale of pharmaceutical and
other products and the provision of technical services. Our total revenue increased from RMB198.0
million in 2023 to RMB220.8 million in 2024, and fu rther to RMB235.4 million in 2025. This growth
was primarily driven by the increase in revenue fr om the sales of Human TAT, which increased from
RMB184.1 million in 2023 to RMB205.9 million i n 2024, and further to RMB226.8 million in 2025.
Additionally, revenue from other products i ncreased from RMB2.9 million in 2023 to RMB7.5
million in 2024. Our revenue from other produ cts decreased from RMB7.5 million in 2024 to
RMB3.0 million in 2025, primarily because we gradu ally reduced the scale of sales of veterinary
products sourced from third-party suppliers in anticipation of the market launch of our own
veterinary pharma ceutical products.
We also offer technical servic es for pharmaceutical and biotech companies, including
pharmaceutical testing and inspection, pharmaceu tical R&D, drug safety evaluations, and related
technical services, with revenue from technical services decreas ing from RMB11.1 million in 2023 to
RMB7.4 million in 2024, and further to RMB5.6 million in 2025, primarily due to variations in
service demand.
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The following table sets forth a breakdown of our revenue by business segment, in absolute
amount and as a percentage of our total revenue for the years indicated:
Year Ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Sale of pharmaceutical and other products
Human TAT 184,069 93.0 205,901 93.3 226,834 96.4
Others* 2,888 1.4 7,487 3.4 3,002 1.2
Subtotal 186,957 94.4 213,388 96.7 229,836 97.6
Technical service income 11,064 5.6 7,367 3.3 5,572 2.4
Total 198,021 100.0 220,755 100.0 235,408 100.0
Note:
* Primarily includes certain veterinary pharmaceuti cal products we sourced from third-party suppliers.
Sale of Pharmaceutical and Other Products
During the Track Record Period, revenue gene rated from sale of pharmaceutical and other
products was primarily derived from the sales o f Human TAT. Human TAT is an antiserum product
containing antibodies to prevent and treat tetanus, an acute infections caused by Clostridium tetani .
It is primarily used for tetanus prophylaxis in high- risk individuals and treatment of patients with
tetanus symptoms. For a detailed description of our Human TAT product, see ‘‘Business — Our
Products and Services — Our Existing Product Portfolio — Human TAT’’ of this prospectus.
During the Track Record Period, we also gener ated revenue from sales of other products,
mainly certain veterinary pharmaceutical products sourced from third-party suppliers. In 2023, 2024
and 2025, revenue from the sales of other prod ucts amounted to RMB2.9 million, RMB7.5 million
and RMB3.0 million, respectively, accounting for 1.5%, 3.4% and 1.3% of our total revenue,
respectively.
Sales of Human TAT
Domestic sales (‘‘ Domestic Sales ’’) refer to sales to domestic distributors who subsequently
distribute our products to hospitals and other medical institutions in China. In addition to domestic
sales, we sell products to domestic distributors for export sales (‘‘ Indirect Export Sales ’’) and directly
export products to overseas distributors (‘‘ Direct Export Sales ’’, together with Indirect Export Sales,
‘‘Export Sales ’’). For Export Sales, our distributors are generally responsible for managing customs
clearance procedures in the target importing countries. The following table sets forth a breakdown of
our revenue from sale of Human TAT by geographical markets for the years indicated.
Year Ended December 31,
2023 2024 2025
Revenue
Sales
volume (1)
Average
selling price Revenue
Sales
volume (1)
Average
selling price Revenue
Sales
volume (1)
Average
selling price
RMB’000 Units ’000 RMB/Unit RMB’000 Units ’000 RMB/Unit RMB’000 Unit’000 RMB/Unit
Domestic Sales 134,951 13,218 10.2 161,912 13,209 12.3 165,419 13,500 12.3
Export Sales
Indirect Export Sales 46,099 13,155 3.5 35,966 9,836 3.7 48,981 13,139 3.7
Direct Export Sales 3,019 848 3.6 8,023 2,406 3.3 12,434 3,235 3.8
Export Sales, Subtotal/
Sub-average 49,118 14,003 3.5 43,989 12,242 3.6 61,415 16,374 3.8
Total 184,069 27,221 N/M
(2) 205,901 25,451 N/M (2) 226,834 29,874 N/M (2)
Notes:
(1) Unless stated otherwise, sales volumes of Human TAT wit h different specifications are calculated based on the
assumption that one unit contains 1,500 IU of active ingredient of antitoxin.
(2) The average selling price of Human TAT, when considerin g both Domestic Sales and Export Sales, is not meaningful
because it is merely a weighted average of total revenue and total sales volume of Human TAT.
FINANCIAL INFORMATION
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During the Track Record Period, our revenue w as predominantly generated from Domestic
Sales of Human TAT. Domestic Sales formed the cornerstone of our busi ness. The revenue from
Domestic Sales amounted to RMB135.0 million, RMB161.9 million and RMB165.4 million in 2023,
2024 and 2025, respectively, accounting for 73. 3%, 78.6% and 72.9% of our total revenue from
Human TAT for the respective yea rs. Average selling price of our Human TAT for Domestic Sales
increased from RMB10.2 per unit in 2023 to RMB12.3 per unit in 2024, primarily due to our
established distribution network , product competitiveness and customer recognition. Our successful
bid under the VBP scheme has also enabled us to negotiate more favorable pricing terms with
distributors allowing us to achi eve higher average selling prices. In 2025, our revenue, sales volume
and average selling prices for Domestic Sales remained relatively stable.
In addition to Domestic Sales, we also generated revenue from Export Sales. Revenue from
Indirect Export Sales amounted to RMB46.1 million, RMB36.0 million, and RMB49.0 million in
2023, 2024 and 2025, respectively, accounting for 25.0%, 17.5% and 21.6% of our total revenue
from Human TAT for the respective periods. Revenue from Direct Export Sales amounted to
RMB3.0 million, RMB8.0 million and RMB12.4 millio n in 2023, 2024 and 2025, respectively,
accounting for 1.6%, 3.9% and 5.5% of our tota l revenue from Human TAT for the respective
periods.
In 2024, we participated in international exhibit ions and promotional events, and proactively
established direct and long-term relationships w ith overseas distributors. Specifically, our direct
exports to the Democratic Republic of the Congo in creased from 500 thousand units in 2023 to 1,518
thousand units in 2024, significantly increasing sales volume for Direct Export Sales. Our sales
volume for Indirect Export Sales decreased in 2024 due to a significant increase in international
shipping costs mainly due to changes in trade polic ies and tariffs, geopolitical tensions, and energy
price fluctuations, which prompted many distributors to adopt a wait-and-see approach and delayed
their purchases. Changes in trade policies and ta riffs may raise the cost of importing materials or
exporting products and disrupt global supply chains by reducing shipping capacity or forcing
carriers to reroute. Unlike Indirect Export Sales, where goods are sold to domestic distributors who
then sell to overseas customers, our Direct Export S ales eliminate intermediate steps to sell goods to
overseas distributors. As a result, overseas dist ributors are more able to absorb fluctuations in
shipping costs.
Our revenue from Export Sales increased fro m RMB44.0 million in 2024 to RMB61.4 million in
2025, primarily due to an increase in our sales in P hilippines and Egypt. In particular, the local
distributor established a sale s and promotion team for Human T AT in the Philippines to conduct
in-depth market promotion and purchased sever al cold-chain transpor t vehicles to achieve
nationwide distribution, which drove revenue growth for both Indirect Export Sales and Direct
Export Sales in the Philippines.
During the Track Record Period, we also gener ated revenue from sales of other products,
mainly certain veterinary pharmaceutical product s we sourced from third-party suppliers. In 2023,
2024 and 2025, revenue from the sales of oth er products amounted to RMB2.9 million, RMB7.5
million and RMB3.0 million, respectively.
FINANCIAL INFORMATION
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Sales Volume and Average Selling Price, Human TAT
During the Track Record Period, the sales volume and average selling price of Human TAT
from Domestic Sales were influenced by factors such as regulatory and policy support, including the
VBP scheme securing a stable baseline demand; increasing public awareness and adoption driven by
healthcare education on tetanus prevention; and st rategic market expansion through strengthened
distribution networ ks and partnerships:
. Regulatory and policy support : Government initiatives aimed at enhancing emergency
medical reserves and standardizing post-injury prophylaxis protocols have significantly
bolstered demand for Human TAT. In particul ar, the implementation of the VBP scheme
by healthcare authorities has had a notabl e impact on both sales volumes and pricing
dynamics. On one hand, the VBP scheme has est ablished a stable baseline for sales volume
of our Human TAT products, as hospitals and healthcare institutions agree to procure
specified quantities under centralized agreem e n t s .T h i sb a s e l i n ed e m a n dp r o v i d e su sw i t h
a reliable customer base, enabling more effici ent production planning, optimized resource
allocation, and streamlined distribution logi stics. As a result, we are better positioned to
meet market needs while maintaining opera tional efficiency. On the other hand, the
pricing dynamic under the VBP scheme has posi tively impacted pricing with distributors
of Human TAT. The scheme enhanced our barga ining power with distributors, allowing
us to achieve higher selling prices to distrib utors. Meanwhile, the terminal price of Human
TAT remained relatively stable following th e implementation of the VBP scheme. Average
selling price of our Human TAT for Domestic Sales increased from RMB10.2 per unit in
2023 to RMB12.3 per unit in 2024, following the inclusion of Human TAT in the VBP
scheme.
. Healthcare demand dynamics : Increasing public awareness about tetanus prevention and
treatment contributed to higher adoption of Human TAT. Healthcare providers in urban
and rural areas strengthened their efforts to educate communities on tetanus risks and the
importance of timely prevention after injur y. These educational efforts encouraged
healthcare professionals and patients to increasingly use Human TAT in clinical and
preventive settings. In addition, due to its classification as a Part A drug under the NRDL
since May 2000, patients purchasing Human TAT can receive full reimbursement under
the medical insurance program, which cont inuously supports the accessibility of our
Human TAT. Sales volume of Domestic Sales i ncreased in 2023, as economic activities
resumed and healthcare systems rebuilt em ergency medical reserves following the
post-pandemic recovery. We also implemented competitive pricing strategies in 2023
aimed at capturing greater market sha re and ensuring broader accessibility.
. Strategic market expansion : Expanded and strengthened distribution networks helped
more healthcare providers and institutio ns access Human TAT across China. We also
established closer collaborations and partn erships with healthcare institutions and
distributors. These efforts made Human TAT more widely available, especially in
emerging regions in China with growing m edical needs and improved healthcare
infrastructure.
For Export Sales, the sales volume of Human TAT was primarily driven by market demand. In
underserved countries/re gions, the increasing awareness of tetanus prevention, coupled with the
expansion of healthcare infrastructure. The ave rage selling price of Human TAT in overseas markets
was also market-driven, and influenced by factors including local purchasing power, competitive
dynamics, and regional healthcare policies.
FINANCIAL INFORMATION
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Technical Service Income
We generated a portion of our revenue through technical services provided by our subsidiary,
Hainan Pharmaceutical Research Institute. Haina n Pharmaceutical Research Institute primarily
serves pharmaceutical and biotech companies i n China. Its service offerings mainly include
pharmaceutical testing and inspection, pharmaceu tical R&D, drug safety evaluations, and related
technical services. See ‘‘Business — Our Product s and Services — Our Technical Services’’ of this
prospectus for more details. During the Track Record Period, the fluctuations in revenue from this
business segment were primarily driven by variations in service demand.
Cost of Sales/Services
Our cost of sales/services primarily consisted of overheads, cost of raw material, and direct
labor costs. We also recorded inventory allowanc e under cost of sales/se rvices during the Track
Record Period.
The following table sets forth a breakdown of our cost of sales by nature, in absolute amounts
and as a percentage of total cost o f sales, for the years indicated:
Year Ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Overheads 22,491 35.3 17,833 27.2 19,657 35.9
Cost of raw material 14,286 22.4 12,562 19.1 11,279 20.6
Direct labor cost 8,914 14.0 5,712 8.7 8,156 14.9
Inventory allowance 3,335 5.2 16,526 25.2 2,231 4.1
Others* 14,690 23.1 12,982 19.8 13,399 24.5
Total 63,716 100.0 65,615 100.0 54,722 100.0
Note:
* Primarily includes the effect of agricultural produce fair va lue adjustments, which arise from the difference between the
fair value less costs to sell at the point of harvest of agric ultural produce, such as equine plasma, and the actual costs
incurred and allocated t o it during production.
The following sensitivity analysis illustrates t he effects of hypothetical fluctuations in our
average cost of raw material on our profit before i ncome tax for the periods indicated, assuming all
other factors affecting our prof itability had remained unchanged.
Year Ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Change in average cost of raw material
+/–5% –/+714 –/+628 –/+564
+/–10% –/+1,429 –/+1,256 –/+1,128
+/–15% –/+2,143 –/+1,884 –/+1,692
+/–20% –/+2,857 –/+2,512 –/+2,256
Overheads primarily consisted of utility costs, t ransportation expenses, VAT and maintenance
expenses for production equipment. The fluctuation in overheads during the Track Record Period
was primarily driven by changes in sales volume, w hich impacted production scale and operational
adjustments.
Cost of raw material primarily consisted of raw material costs related to the production of
Human TAT. The fluctuation in cost of raw mate rial was primarily driven by changes in sales
volume, which directly impacted production dem and as well as the titer of horse plasma used for
production. Additionally, benefiting from our vert ically integrated model, key biological materials
for production such as immunized horse plasma ar e primarily internally sourced from our own
biological assets rather than externally purc hased. Horses may develo p immune tolerance after
repeated immunizations, requiring us to partia lly renew our herd each year to maintain a high
FINANCIAL INFORMATION
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immunization success rate and consistent horse plasma antibody titer level. However, the process of
quarantining, inspecting, and immunizing new horses takes time, meaning that plasma collected
from horses purchased in a given year is often proces sed for production in the following year. During
the COVID-19 pandemic in 2022, we faced tempo rary challenges in procuring new horses and
renewing the herd. As a result, both the immunizat ion success rate and plasma antibody titer level
used for the production were relatively low in 2023, l eading to relatively high costs of raw materials
in relation to horse plasma.
Direct labor costs represented salaries, bon uses and welfare benefits for manufacturing
personnel.
Inventory allowance primarily re lates to pregnant horse plasma, the key material planned to be
used for production of PMSG. Inventory allowanc ei sm a d eb a s e do nt h ed i f f e r e n c eb e t w e e ni t s
carrying amount and the prevailin g market price. We suspended the production of PMSG since the
beginning of 2021 and our veterinary drug man ufacturing facility in Chifeng has been under
construction and renovation for technological upgrades and process improvements. As a result, a
significant amount of pregnant horse plasma wa s kept in inventory and w as not utilized during the
Track Record Period and the carrying value of such self-owned pregnant mare plasma inventory was
written down to reflect its lower market value year by year during the Track Record Period.
Gross Profit and Gross Profit Margin
Our gross profit represents our revenue less our cost of sales/services, and our gross profit
margin represents our gross profit as a percentage of our revenue. Our gross profit amounted to
RMB134.3 million, RMB155.1 million and RMB180.7 mi llion in 2023, 2024 and 2025, respectively,
while our gross profit margin amounted to 67.8 %, 70.3% and 76.8% during the same period,
respectively. During the Track Record Period, we primarily derived gross profit from sales of
Human TAT, which amounted to RMB134.4 million, RMB163.2 million and RMB178.9 million in
2023, 2024 and 2025, respectively.
Gross Profit and Gross Profit Margin by Business Segment
The following table sets forth a breakdown of ou r gross profit/(loss) and gross profit/(loss)
margin by business segment for the years indicated:
Year Ended December 31,
2023 2024 2025
Gross
profit/(loss)
Gross
profit/(loss)
margin
Gross
profit/(loss)
Gross
profit/(loss)
margin
Gross
profit/(loss)
Gross
profit/(loss)
margin
RMB’000 % RMB’000 % RMB’000 %
Sales of Human TAT
Domestic Sales 110,351 81.8 136,450 84.3 145,674 88.1
Export Sales 24,081 49.0 26,758 60.8 33,256 54.1
Subtotal/Sub-average, sales of Human TAT 134,432 73.0 163,208 79.3 178,930 78.9
Other products * (1,993) (69.0) (9,537) (127.4) 863 28.7
Subtotal/Sub-average, sales of
pharmaceutical and other products 132,439 70.8 153,671 72.0 179,793 78.2
Technical services 1,866 16.9 1,469 19.9 893 16.0
Total/Average 134,305 67.8 155,140 70.3 180,686 76.8
Note:
* Primarily includes certain veterinary pharmaceuti cal products we sourced from third-party suppliers.
During the Track Record Period, our gross profi t increased significantly, which were in line
with our revenue growth.
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Our gross profit for sales of Human TAT amou nted to RMB134.4 million, RMB163.2 million,
and RMB178.9 million in 2023, 2024 and 2025, respectively. Our gross profit margin for sales of
Human TAT was 73.0%, 79.3% and 78.9% for the same period, respectively.
Gross profit from Domestic Sales of Human TAT increased from RMB110.4 million in 2023 to
RMB136.5 million in 2024, and further to RMB145.7 million in 2025. This growth was primarily
driven by changes in average selling price of Hu man TAT. Average selling price of our Human TAT
for Domestic Sales increased from RMB10.2 per u nit in 2023 to RMB12.3 per unit in 2024, following
the implementation of VBP schemes, as the VBP sc hemes provided a higher degree of transparency
and certainty in sales volumes and the pricing d ynamic under the VBP schemes have positively
impacted our product pricing. Specifically, as our Human TAT was selected as the exclusive winner
with an allocated share of 100% or won the top bid with an allocated share of 72% in the centralized
VBP schemes led by certain provinces and cities, the role of our distributors was primarily logistical,
focusing on delivering products according to the orders placed by public hospitals. Consequently,
our distributors do not need to devote a lot of resources and efforts to promote our products,
enhancing our bargaining power with distributor s and allowing us to achieve higher average selling
prices. Average selling price of our Human TAT rem ained relatively stable at RMB12.3 per unit in
2025. Gross profit margin for Domestic Sales increased from 81.8% in 2023 to 84.3% in 2024,
primarily due to the increase in average selling price of Human TAT for Domestic Sales, as well as
lower cost of horse plasma driven by the recovery i n the antibody titer level of horse plasma used for
production in 2024. Our gross profit margin for Domestic Sales increased to 88.1% in 2025, which
was mainly attributable to the sale of inventory produced in the prior year with lower unit
production costs. In preparation for the launch of new packaging, a portion of Human TAT with old
packaging intended for sale prior to the launch in 2025 was produced in advance at the end of 2024,
which resulted in a higher total production volume in 2024. The higher production volume of Human
TAT in 2024 led to lower unit production costs of su ch inventory, while the antibody titer level also
improved in 2024. As a result, Domestic Sales i n 2025 were mainly derived from lower-cost
inventory, contributing to the increase in gross profit margin.
Gross profit from Export Sales increased f rom RMB24.1 million in 2023 to RMB26.8 million in
2024, and further to RMB33.3 million in 2025. The gro ss profit margin for Export Sales increased
from 49.0% in 2023 to 60.8% in 2024, primarily due to the fluctuation in cost of sales as a result of
the fluctuation of the cost in relation to horse plasma used for production in the respective year. Our
gross profit margin for Export Sales decreased to 54.1% in 2025, primarily due to higher unit
production costs of the inventory sold. In preparation for the launch of new packaging, a portion of
Human TAT with old packaging intended for sal ep r i o rt ot h el a u n c hi n2 0 2 5w a sp r o d u c e di n
advance at the end of 2024, which resulted in a decr ease in total production volume in 2025. Export
Sales in 2025 were mainly generated from inventory produced in 2025, which had higher unit
production costs resulting from the lower production volume, thereby contributing to the decrease in
gross profit margin.
Our gross loss for sales of other products a mounted to RMB2.0 million and RMB9.5 million in
2023 and 2024, respectively, with gross loss margins of 69.0% and 127.4%, respectively which were
primarily due to inventory allowance recognize d. We recorded a gross profit of RMB0.9 million in
2025, with a gross profit margin of 28.7%, primar ily attributable to a decrease in our inventory
allowance as the market value of pregnant horse plasma increased in 2025.
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Our gross profit for technical services amounted to RMB1.9 million, RMB1.5 million and
RMB0.9 million in 2023, 2024 and 2025, respectively. Our gross profit margin for technical services
was 16.9%, 19.9% and 16.0% in 2023, 2024 and 2025, respectively. The fluctuation in gross profit
margin for our technical services primarily depe nds on the composition and mix of services procured
by customers. In general, services such as safety evaluation and specialized animal testing have
relatively higher gross margins due to their technical complexity, higher value-added nature and
fewer direct variable costs. In contrast, other r outine or standardized services typically generate
lower gross margins.
Other Income
Our other income primarily consisted of governm ent grants, bank interest income and rental
income. Our government grants represented incentive subsidies granted by local government
authorities to support our operating activities, which had no unfulfilled conditions and were
recognized when received or became receivable.
The following table sets forth a breakdown of our other income for the years indicated:
Year Ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Incentive subsidies 1,065 2,162 3,792
Bank interest income 283 311 172
Rental income 796 1,065 616
Total 2,144 3,538 4,580
Impairment Losses Under Expected Credit Loss Model, Net of Reversal
Impairment losses under expected credit loss mo del, net of reversal primarily consisted of
impairment losses recognized/(reversed) on trade r eceivables and other receivables under expected
credit loss model. We recognized net reversal of impairment losses of trade and other receivables of
RMB0.3 million and RMB0.1 million in 2023 and 2024, re spectively, and net impairment losses of
trade and other receivables of RMB2.5 million in 2 025. See Note 10 to the Accountants’ Report as
set forth in Appendix I to this prospectus for details.
Other Gains and Losses
Our other gains and losses primarily consisted o f gain on disposal of a subsidiary, gain or loss
on disposal of property, plant, and equipment, gain on early termination of lease agreements, and
fair value gain of financial assets at FVTPL. Se e Note 8 to the Accountants’ Report as set forth in
Appendix I to this prospectus for details.
Research and Development Expenses
Our research and development expenses prima rily consisted of the following components:
employee compensation, which include salaries, bonuses and employee benefits paid to our R&D
personnel, reflecting the direct costs of maintaining our in-house research and development team;
contracted R&D costs, representing expenses in curred for engaging CROs and other third-party
service providers to conduct research and develo pment activities on our behalf; raw material and
other direct costs, encompassing the cost of material, consumables and other supplies directly used
FINANCIAL INFORMATION
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in our R&D processes; and depreciation and amortization, referring to the allocation of cost for
facilities, machinery and equipment. The following table sets forth a breakdown of our research and
development expenses for the years indicated:
Year Ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Employee compensation 5,950 24.6 5,360 39.2 6,419 27.1
Contracted R&D cost 11,929 49.2 3,599 26.3 12,948 54.6
Raw material and other direct costs 3,712 15.3 1,988 14.5 1,715 7.2
Depreciation and amortization 1,968 8.1 1,818 13.3 1,992 8.4
Others* 672 2.8 916 6.7 626 2.7
Total 24,231 100.0 13,681 100.0 23,700 100.0
Note:
* Primarily includes office expenses and intangible asset amortization.
Distribution and Selling Expenses
Our distribution and selling expenses primarily consisted of promotion expenses and employee
compensation, representing salaries, bonuses, and benefits paid to sales and marketing employees.
The following table sets forth a breakdown of ou r distribution and selling expenses for the years
indicated:
Year Ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Promotion expenses 25,916 78.5 19,367 72.1 13,491 60.4
Employee compensation 4,720 14.3 5,235 19.5 5,578 25.0
Other* 2,392 7.2 2,258 8.4 3,276 14.6
Total 33,028 100.0 26,860 100.0 22,345 100.0
Note:
* Primarily includes travel expenses, office expe nses, exhibition fees and advertising expenses.
Administrative Expenses
Our administrative expenses primarily consiste d of employee compensation, depreciation and
amortization, and professional service fee. The following table sets forth a breakdown of our
administrative expenses f or the years indicated:
Year Ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Employee compensation 13,771 47.2 13,781 42.6 13,431 43.2
Depreciation and amortization 6,667 22.9 6,543 20.2 7,453 24.0
Professional service fee 2,644 9.1 4,946 15.3 1,407 4.5
Other* 6,076 20.8 7,076 21.9 8,815 28.3
Total 29,158 100.0 32,346 100.0 31,106 100.0
Note:
* Primarily includes donations, travel expenses in relation to a dministrative staffs as well as rental and utilities expenses
in relation to our offices.
Mainly comprised salaries, bonuses, and benefit s for our administrative staff. Depreciation and
amortization expenses, primarily related to pro perty, equipment, and other assets for office and
other administrative functions, constituted a sig nificant portion of our administrative expenses.
Professional service fee primarily consists of pa yments made to external professional service
providers, including legal adviso rs, auditors, consultants, and tec hnical experts in connection with
the previous application for listing of the Shares on the NEEQ and in the ordinary course of our
business.
FINANCIAL INFORMATION
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Finance Costs
Our finance costs primarily cons isted of interests on lease liabilities, bank borrowings and loan
from a related party. In 2023, 2024 and 2025, our finance costs amounted to RMB0.7 million,
RMB2.2 million and RMB34 thousand, respectively . See Note 9 to the Accountants’ Report as set
forth in Appendix I to this prospectus for details. See ‘‘— Related Party Transactions’’ of this section
for more details about our loan from a related party.
Gains Arising on Initial Recognition of Agricultural Produce at Fair Value Less Costs to Sell at the
Point of Harvest
Gains arising on initial recognition of agricultural produce at fair value less costs to sell at the
point of harvest represent the difference between the fair value less costs to sell at the point of
harvest and the breeding costs allocated to the production of immunized equine plasma. Gains
arising on initial recognition of agricultural pro duce at fair value less costs to sell at the point of
harvest amounted to RMB16.5 million, RMB18.0 million and RMB2 1.3 million in 2023, 2024 and
2025, respectively.
Loss Arising from Changes in Fair Value Less Costs to Sell of Biological Assets
Losses arising from changes in fair value less co sts to sell of biological assets represent the
periodic remeasurement of the fair value of our biol ogical assets, primarily related to the valuation
adjustments for horses. Losses aris ing from changes in fair value less costs to sell of biological assets
amounted to RMB3.0 million, RMB6.3 millio n and RMB2.9 million in 2023, 2024 and 2025,
respectively. See also ‘‘— Discussion of Selected Items from Consolidated Statements of Financial
Position — Assets — Biological Assets’’ of this section.
Listing expenses
Listing expenses represents e xpenses associated with our Listing and the Global Offering.
Listing expenses amounted to nil, RMB3.7 millio n and RMB18.4 million in 2023, 2024 and 2025,
respectively. We began the preparation of the Listing and Global Offering in 2024.
Income Tax Expense
We are subject to income tax on an entity bas is on profits arising in or derived from the
jurisdictions in which members of our Group are domiciled and operate. Our Company obtained a
High and New Technology Enterprise certificate and was subject to a preferential EIT rate of 15%
during the Track Record Period. This qualific ation is subject to review by the relevant tax
authorities in the PRC for every three years.
In 2023, 2024 and 2025, our income tax expe nses amounted to RMB8.1 million, RMB16.6
million, and RMB14.5 million, re spectively. Our effective tax rates were 12.8%, 18.1% and 13.2% in
2023, 2024 and 2025, respectively. During the Track Record Period and up to the Latest Practicable
Date, we had fulfilled all our tax obligations an d had no disputes or unresolved tax issues with
relevant tax authorities.
REVIEW OF HISTORICAL RE S U L T SO FO P E R A T I O N S
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Revenue
Our revenue increased fro m RMB220.8 million in 2024 to R MB235.4 million in 2025. Such
increase was primarily attributable to the i ncrease in revenue from sales of Human TAT.
Sale of Pharmaceutical and Other Products
Human TAT
Revenue from the sales of Human TAT inc reased from RMB205.9 million in 2024 to
RMB226.8 million in 2025, primarily driven by the increase in revenue from Export Sales.
FINANCIAL INFORMATION
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In terms of Domestic Sales, sales volume rema ined relatively stable at 13.2 million in 2024 and
13.5 million in 2025, and the average selling price rema ined relatively stable at RMB12.3 per unit in
2024 and 2025.
In terms of Export Sales, sales volume increased from 12.2 million units in 2024 to 16.4 million
units in 2025, while the average selling price incr eased from RMB3.6 per unit in 2024 to RMB3.8 per
unit in 2025. The increase in sales volume of Huma n TAT for Export Sales in 2025 was primarily due
to the increase in the sales in Philippines and Egypt. In particular, the local distributors established a
sales and promotion team for Human TAT in the Ph ilippines to conduct in-d epth market promotion
and purchased several cold-chain transport vehicl es to achieve nationwide distribution, which drove
revenue growth for both Indirect Export Sales and Direct Export Sales in the Philippines.
Other Products
Revenue from the sales of other products d ecreased from RMB7.5 million in 2024 to RMB3.0
million in 2025, primarily because we gradually redu ced the scale of sales of veterinary products
sourced from third-party suppliers in anticipation of the market launch of our own veterinary
pharmaceutical products.
Technical Service Income
Revenue from technical serv ices decreased from RMB7.4 million in 2024 to RMB5.6 million in
2025.
Cost of Sales/Services
Our cost of sales/services decreased from RMB65.6 million in 2024 to RMB54.7 million in
2025, primarily due to a decrease of RMB14.3 million in inventory allowance as the market value of
pregnant horse plasma increased in 2025.
Gross Profit and Gross Profit Margin
As a result of the changes in our revenue and cost of sales described above, our gross profit
increased from RMB155.1 million in 2024 to RMB 180.7 million in 2025. The gross profit margin
slightly increased from 70.3% in 2024 to 76.8% in 2025.
Sale of Pharmaceutical and Other Products
Human TAT
Gross profit for Human TAT increased fro m RMB163.2 million in 2024 to RMB178.9 million
in 2025. The gross profit margin remained relati vely stable at 79.3% in 2024 and 78.9% in 2025.
In terms of Domestic Sales, gross profit for Human TAT increased from RMB136.5 million in
2024 to RMB145.7 million in 2025, with the gross pr ofit margin increasing from 84.3% in 2024 to
88.1% in 2025. Such increase was mainly attributable to the sale of inventory produced in the prior
year with lower unit production costs. In preparation for the launch of new packaging, a portion of
Human TAT with old packaging intended for sal ep r i o rt ot h el a u n c hi n2 0 2 5w a sp r o d u c e di n
advance at the end of 2024, which resulted in a hig her total production volume in 2024. The higher
production volume of Human TAT in 2024 led to low er unit production costs of such inventory,
while the antibody titer level als o improved in 2024. As a result, Domestic Sales in 2025 were mainly
derived from lower-cost inventory, contributing to the increase in gross profit margin.
In terms of Export Sales, gross profit for Human TAT increased from RMB26.8 million in 2024
to RMB33.3 million in 2025, while the gross profit margin decreased from 60.8% in 2024 to 54.1% in
2025. The decrease in gross profit margin was pr imarily due to higher unit production costs of the
inventory sold. In preparation for the launch of new packaging, a portion of Human TAT with old
packaging intended for sale prior to the launch in 2025 was produced in advance at the end of 2024,
which resulted in a decrease in total productio n volume in 2025. Export Sales in 2025 were mainly
generated from inventory produced in 2025, which h ad higher unit production costs resulting from
the lower production volume, thereby contributing to the decrease in gross profit margin.
FINANCIAL INFORMATION
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Other Products
We recorded a gross loss for other products of RMB9.5 million in 2024 with a gross loss margin
of 127.4%, and a gross profit of RMB0.9 million in 2025 with a gross profit margin of 28.7%. The
changes were mainly attributable to the lower inventory allowance recognized as the market value of
pregnant horse plasma increased in 2025.
Technical service income
Gross profit for technical services decreas ed from RMB1.5 million in 2024 to RMB0.9 million
in 2025. The gross profit margin changed from 19.9% in 2024 to 16.0% in 2025. This fluctuation was
primarily related to the chan ges in market condition.
Other Income
Other income increased from RMB3.5 million in 2024 to RMB4.6 million in 2025, mainly due
to the increase in incentive subsidies of RMB1. 6 million, partially offset by a decrease of RMB0.4
million in rental income.
Impairment Losses Under Expected Credit Loss Model, Net of Reversal
We recorded a reversal net of impairment los so nt r a d ea n do t h e rr e c e i v a b l e so fR M B 0 . 1
million in 2024 and net impairment loss on trade an d bills receivables of RMB2.5 million in 2025.
Such increase was primarily caused by the incre ase in our trade and bills receivables in 2025.
Other Gains and Losses
Our other gains and losses increased from RM B0.1 million in 2024 to RMB3.7 million in 2025,
mainly due to our gain on disposal of a subsidiary of RMB3.8 million in 2025.
Research and Development Expenses
Our research and development expenses inc reased from RMB13.7 million in 2024 to RMB23.7
million in 2025, primarily due to an increase in co ntracted R&D costs mainly in relation to the
clinical trials of our agkistrodon halys antiv enom and agkistrodon acutus antivenom in 2025.
Distribution and Selling Expenses
Our distribution and selling expenses decr eased from RMB26.9 million in 2024 to RMB22.3
million in 2025, mainly due to a decrease in promotion expenses of RMB5.9 million. In 2025,
promotion activities in certain sales areas were conducted by our in-house team, resulting in a
decrease in our promotion expenses.
Administrative Expenses
Our administrative expenses remained rel atively stable at RMB32.3 million in 2024 and
RMB31.1 million in 2025.
Listing Expenses
Our listing expenses increased from RMB3.7 million in 2024 to RMB18.4 million in 2025.
Gains Arising on Initial Recognition of Agricultu ral Produce at Fair Value Less Costs to Sell at the
Point of Harvest
Gains arising on initial recognition of agricultural produce at fair value less costs to sell at the
point of harvest increased from RMB18.0 millio n in 2024 to RMB 21.3 million in 2025, which was in
turn due to higher selling prices, which resulted in in creased fair value of the agricultural produce at
the point of harvest.
Loss Arising from Changes in Fair Value Less Costs to Sell of Biological Assets
Loss arising from changes in fair value less cos ts to sell of biological assets decreased from
RMB6.3 million in 2024 to RMB2.9 million in 2025. Th is decrease was primarily due to a decrease in
the number of horses in 2025.
FINANCIAL INFORMATION
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Income Tax Expense
Our income tax expense decreased from RM B16.6 million in 2024 to RMB14.5 million in 2025,
mainly due to the occurrence of Listing expenses in 2025.
Profit for the Year
As a result of the foregoing, our profit for the year increased from RMB75.1 million in 2024 to
RMB94.8 million in 2025.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenue
Our revenue increased fro m RMB198.0 million in 2023 to R MB220.8 million in 2024. Such
increase was primarily attributable to the i ncrease in revenue from sales of Human TAT.
Sale of Pharmaceutical and Other Products
Human TAT
Revenue from the sales of Human TAT inc reased from RMB184.1 million in 2023 to
RMB205.9 million in 2024, primarily driven by the i ncrease in revenue from Domestic Sales.
In terms of Domestic Sales, sales volume remained stable at approximately 13.2 million units in
2023 and 2024, while the average selling price increased from R MB10.2 per unit in 2023 to RMB12.3
per unit in 2024. The increase in t he average selling price was mainly supported by improved pricing
power due to our established distribution net work, product competitiveness and customer
recognition. Our successful bid under the VBP s cheme has also enabled us to negotiate more
favorable pricing terms with distributors.
In terms of Export Sales, sales volume decrea sed from 14.0 million units in 2023 to 12.2 million
units in 2024, while the average se lling price remained relatively stable at RMB3.5 per unit in 2023
and RMB3.6 per unit in 2024, respectively. The decrease in sales volume of Human TAT for Export
Sales in 2024 was primarily due to the fluctuat ion in supply and demand dynamic in the overseas
markets. In 2024, international shipping costs inc reased significantly. Such increase prompted many
distributors to adopt a wait-and-see approach an dd e l a y e dt h e i rp u r c h a s e s ,w h i c hl e dt oad e c l i n ei n
sales volume for Export Sales.
Other Products
Revenue from the sales of other products in creased from RMB2.9 million in 2023 to RMB7.5
million in 2024, primarily due to the increased sales volumes across multiple product categories.
Technical Service Income
Revenue from technical services decreased f rom RMB11.1 million in 2023 to RMB7.4 million in
2024, primarily due to variations in demand from key customers at different stages of their product
development cycle.
Cost of Sales/Services
Our cost of sales/services increased from RM B63.7 million in 2023 to RMB65.6 million in 2024,
primarily due to a significant increase in the in ventory allowance, which increased from RMB3.3
million in 2023 to RMB16.5 million in 2024. This increas e was largely attributable to the inventory
allowance for pregnant mare plasma. As we did not s ell self-produced PMSG in 2024, therefore, the
carrying value of pregnant mare plasma inventory w as written down to reflect its lower market value
in 2024. The increase in cost of sales/services was partially offset by the decrease in other cost
categories, which was in line with the decrease in sales volume of our Human TAT in 2024.
FINANCIAL INFORMATION
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Gross Profit and Gross Profit Margin
As a result of the changes in our revenue and cost of sales described above, our gross profit
increased from RMB134.3 million in 2023 to RMB 155.1 million in 2024. The gross profit margin
slightly increased from 67.8% in 2023 to 70.3% in 2024.
Sale of Pharmaceutical and Other Products
Human TAT
Gross profit for Human TAT increased fro m RMB134.4 million in 2023 to RMB163.2 million
in 2024. The gross profit margin improved from 73.0% in 2023 to 79.3% in 2024. This increase was
primarily driven by improvements in gross profit ma rgins for both Domestic Sales and Export Sales.
In terms of Domestic Sales, gross profit for Human TAT increased from RMB110.4 million in
2023 to RMB136.5 million in 2024, with the gross pr ofit margin increasing from 81.8% in 2023 to
84.3% in 2024. The increase in gross profit margin was primarily driven by the recovery in the
antibody titer level of horse plasma used for production in 2024. Additionally, the winning of bids of
Human TAT in the VBP scheme, which led to the in crease in average selling price of Human TAT in
Domestic Sales, also contributed to the increase in gross profit margin. The VBP scheme enhanced
our bargaining power with distributors, a llowing us to achieve higher selling prices.
In terms of Export Sales, gross profit for Human TAT increased from RMB24.1 million in 2023
to RMB26.8 million in 2024, while the gross profit margin improved from 49.0% in 2023 to 60.8% in
2024. The increase in gross profit margin was primarily driven by th e lower cost of horse plasma used
for production in 2024.
The gross profit margin for Export Sales increa sed at a faster rate than Domestic Sales in 2024
because Export Sales revenue is smaller in absolute value, making it more sensitive to cost
fluctuations.
Other Products
Gross loss for other products increased from RMB2.0 million in 2023 to RMB9.5 million in
2024. The gross loss margin increased from 69.0% in 2023 to 127.4% in 2024. The increase in gross
loss was primarily due to increased invent ory allowance allocated to other products.
Technical service income
Gross profit for technical services decreas ed from RMB1.9 million in 2023 to RMB1.5 million
in 2024. The gross profit margin improved from 16.9% in 2023 to 19.9% in 2024. This improvement
was primarily driven by an increase in the propo rtion of higher-margin services procured by
customers.
Other Income
Other income increased from RMB2.1 million in 2023 to RMB3.5 million in 2024, mainly due
to the increase in rental income from RMB0.8 million in 2023 to RMB1.1 million in 2024 and the
increase in incentive subsidies from RMB1.1 million in 2023 to RMB2.2 million in 2024.
Impairment Losses Under Expected Credit Loss Model, Net of Reversal
Reversal net of impairment loss under expected credit loss model, decreased from RMB0.3
million in 2023 to RMB0.1 million in 2024. This prim arily depend on the actual reversal net of
impairment loss on trade and other receivables afte r relevant payments are subsequently received.
Other Gains and Losses
Our other gains and losses decrease from a net gain of RMB0.3 million in 2023 to a net gain of
RMB0.1 million in 2024, mainly due to the recognitio n of a loss on disposal of property, plant and
equipment in 2024 compared to a gain in 2023, as well as a decrease in the fair value change on
financial assets at FVTPL.
FINANCIAL INFORMATION
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Research and Development Expenses
Our research and development expenses decre ased from RMB24.2 million in 2023 to RMB13.7
million in 2024, primarily due to the completion or te rmination of certain R&D projects, including
the termination of a project focusing on antiserum development of the Novel Coronavirus
(2019-nCoV) in 2023. The R&D expenses incurred for the project focusing on antiserum
development of the Novel Coron avirus (2019-nCoV) amounted to RMB5.2 million and nil in 2023
and 2024, respectively. As COVID-19 has become endemic, the demand for COVID-19 medications
has declined significantly. Consequently, we hav e made a strategic decision to discontinue this R&D
project, which resulted in a significant decrease in contracted R&D costs, which decreased from
RMB11.9 million in 2023 to RMB3.6 million in 2024. A dditionally, raw material and other direct
costs decreased from RMB3.7 million i n 2023 to RMB2.0 million in 2024.
Distribution and Selling Expenses
Our distribution and selling expenses decr eased from RMB33.0 million in 2023 to RMB26.9
million in 2024, mainly due to a decrease in prom otion expenses from RMB25.9 million in 2023 to
RMB19.4 million in 2024, reflecting lower spending o n promotional and marketing activities due to
the winning of bids in the VBP scheme. Employee c ompensation increased slightly from RMB4.7
million in 2023 to RMB5.2 million in 2024 primarily due to annual salary adjustments and
incremental increases in employee benefits, while ot her expenses, including t ravel, office expenses,
exhibition fees and advertising remained rela tively stable at RMB2.4 million in 2023 and RMB2.3
million in 2024.
Administrative Expenses
Our administrative expenses increased fr om RMB29.1 million in 2023 to RMB32.3 million in
2024. Particularly, professional service fee s increased from RMB2.6 million in 2023 to RMB4.9
million in 2024. This increase was primarily due to f ees related to our attempt to list our Shares on
the NEEQ. These fees included intermediary an d advisory expenses for financial, legal and
compliance services to support the preparation and application process.
Listing Expenses
Our listing expenses increased from nil in 2 023 to RMB3.7 million in 2024, mainly because we
began the preparation of the Listi ng and Global Offering in 2024.
Finance Costs
Our finance costs increased from RMB0 .7 million in 2023 to RMB2.2 million in 2024, mainly
due to the increase in interest expense from loan from a related party from nil in 2023 to RMB1.8
million in 2024. See also ‘‘— Related Party Transaction’’ of this section.
Gains Arising on Initial Recognition of Agricultu ral Produce at Fair Value Less Costs to Sell at the
Point of Harvest
Gains arising on initial recognition of agricultural produce at fair value less costs to sell at the
point of harvest increased from RMB16.5 mill ion in 2023 to RMB18.0 million in 2024, which was in
turn due to higher production volumes and improve d market conditions, which resulted in increased
fair value of the agricultural produce at the point of harvest.
Loss Arising from Changes in Fair Value Less Costs to Sell of Biological Assets
Loss arising from changes in fair value less cos ts to sell of biological assets increased from
RMB2.9 million in 2023 to RMB6.3 million in 2024. This increase was primarily due to a larger
decrease in the fair value of biological assets ca used by a decrease in number of horses and a shorter
average remaining productive lifespan of the horses due to extended usage. In general, horses that
are eligible for horse plasma are usually available for extraction for about 18 months.
FINANCIAL INFORMATION
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Income Tax Expense
Our income tax expense increased from RM B8.1 million in 2023 to RMB16.6 million in 2024,
mainly due to the increase in our taxable profit before income tax from RMB63.6 million in 2023 to
RMB91.8 million in 2024.
Profit for the Year
As a result of the foregoing, our profit for the year increased from RMB55.5 million in 2023 to
RMB75.1 million in 2024.
DISCUSSION OF SELECTED ITEMS FROM CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
The table below sets forth selected information f rom our consolidated statements of financial
position as of the dates indicated, which have been extracted from our audited consolidated financial
statements included in Appendix I to this prospectus:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment 198,687 196,502 209,135
Investment properties 31,721 34,492 32,750
Right-of-use assets 41,395 40,300 38,319
Intangible assets 631 502 372
Biological assets 10,540 5,030 3,820
Deferred tax assets 2,676 2,217 1,364
Deposits paid for acquisition of property, plant and
equipment, intangible assets, leasehold land and/
or biological assets 22,441 16,398 17,232
308,091 295,441 302,992
CURRENT ASSETS
Inventories 57,536 56,435 65,028
Contract cost 511 771 774
Trade and bills receivables 73,266 67,802 103,232
Deposits, other receivables and prepayments 3,979 6,235 12,774
Amounts due from related parties 688 410 96
Financial assets at FVTPL — 4,106 —
Restricted bank deposits — — 1,556
Cash and cash equivalents 58,199 52,831 73,828
194,179 188,590 257,288
Assets classified as held for sale — 3,491 —
194,179 192,081 257,288
FINANCIAL INFORMATION
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As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
CURRENT LIABILITIES
Trade and other payables 72,982 62,140 50,938
Amounts due to related parties 42,073 10,012 6
Contract liabilities 3,091 2,443 1,935
Bank borrowings 19,922 — —
Lease liabilities 342 — 819
Tax payable 861 8,692 7,544
139,271 83,287 61,242
Liabilities classified as held for sale — 77 —
139,271 83,364 61,242
NET CURRENT ASSETS 54,908 108,717 196,046
TOTAL ASSETS LESS CURRENT LIABILITIES 362,999 404,158 499,038
CAPITAL AND RESERVES
Share capital 272,143 272,143 272,143
Reserves 89,794 131,080 225,874
Equity attributable to owners of the Company 361,937 403,223 498,017
Non-controlling interests (13) — —
TOTAL EQUITY 361,924 403,223 498,017
NON-CURRENT LIABILITIES
Lease liabilities 860 720 72
Deferred income 215 215 215
Deferred tax liabilities — — 734
1,075 935 1,021
362,999 404,158 499,038
Assets
Property, Plant and Equipment
Our property, plant and equipment primarily cons isted of buildings, machinery and equipment,
motor vehicles, construction in progress and l easehold improvement. Our property, plant and
equipment decreased from RMB198.7 million as o f December 31, 2023 to RMB196.5 million as of
December 31, 2024, primarily due to depreciatio n, the disposal of certain motor vehicles and
machinery and equipment and the transfer of asset s to those classified as held for sale net off by
additions of construction in progress and machinery and equipment. Our property, plant and
equipment then increased to RMB209.1 million a s of December 31, 2025, primarily due to an
increase in construction in progress in relation to the construction and renovation of our veterinary
drug manufacturing facility in Chifeng.
FINANCIAL INFORMATION
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Investment Properties
Our investment properties consist of buildings located in the PRC, which are measured using
the cost model and depreciated on a straight-line basis over 10 to 20 years.
The carrying amounts of our i nvestment properties incre ased from RMB31.7 million as of
December 31, 2023 to RMB34.5 million as of Decem ber 31, 2024, primarily due to additional
investments of RMB3.8 million, partially offset by de preciation charges. The carrying amount of our
investment properties then decreased to RMB32. 8 million as of December 31, 2025, primarily due to
deprecation. There has been no change in the valuation techniques during the Track Record Period.
The fair values of our investment properties are classified as Level 3 of the fair value measurement
hierarchy. No transfers into or out of Level 3 occurred during the Track Record Period. These
valuations were conducted by an independent qua lified professional valuer, who is not connected to
our Group.
Right-of-Use Assets
Our right-of-use assets primarily consisted o f leasehold land and leased properties. The
following table sets forth the breakdown of our right-of-use assets as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Leasehold land 40,309 40,300 38,177
Leasehold properties 1,086 — —
Motor vehicles — — 142
Total 41,395 40,300 38,319
Our right-of-use assets decreased from RMB 41.4 million as of December 31, 2023 to RMB40.3
million as of December 31, 2024, primarily due to the depreciation of right-of-use assets and the
transfer of a portion of leasehold land to assets cl assified as held for sale. Our right-of-use assets
then decreased to RMB38.3 million as of December 31, 2025, primarily due to the depreciation.
Intangible Assets
Our intangible assets primarily consisted of pat ent right and software. Our intangible assets
decreased from RMB0.6 million as of December 3 1, 2023, to RMB0.5 million as of December 31,
2024, primarily due to the continued amortization. Ou r intangible assets remained relatively stable at
RMB0.4 million as of December 31, 2025.
Biological Assets
During the Track Record Period, our biologic al assets comprised horses used for plasma
production at our facilities. These horses are esse ntial for our production of tetanus antitoxin and
other plasma-derived products. The following table sets forth a breakdown of the quantity and fair
value of our horses, which accounted for all of our biological assets as of the dates indicated:
As of December 31,
2023 2024 2025
Horses
Quantity (heads) 1,251 920 784
Fair Value (RMB’000) 10,540 5,030 3,820
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From 2023 to 2024, the quantity of horses decreased from 1,251 to 920. The fair value of
biological assets decreased to RMB5.0 million as o f December 31, 2024, primarily due to disposals of
horses and a shorter average remaining productive lifespan of the horses due to extended usage,
comparing to the prior year end.
The quantity of horses decreased to 784 as of December 31, 2025. The fair value of biological
assets decreased to RMB3.8 million as of December 31, 2025, primarily due to disposals of horses
and a shorter average remaining productive lifespan of the horses due to extended usage, comparing
to the prior year end.
Our biological assets included feeding and other related costs for our horses during the Track
Record Period. As of December 31, 2023, 2024 and 2025, we recorded feeding and other related costs
of RMB1.0 million, RMB0.3 million and RMB45 thousan d, respectively. For more details, please
refer to Note 20 to the Accountants’ Report in Appe ndix I to this prospectus. Our feeding and other
related costs related to the immature horses were c apitalized under the consolidated statements of
financial position and recorded as biological a ssets. Our immature horses decreased from 217 as of
December 31, 2023 to 6 as of December 31, 2024, and then remained at 6 as of December 31, 2025,
which generally showed similar trends to the changes in our feeding and other related costs under
biological assets.
Our horses were independently valued by Jones Lang LaSalle Corporate Appraisal and
Advisory Limited (‘‘ JLL’’), which is an independent professional valuer not connected with us and
has extensive experience in valuation of biologica l assets. See ‘‘— Valuation of Biological Assets’’ of
this section.
Valuation of Biological Assets
Our horses were independently valued by a qualified and indepe ndent professional valuer with
extensive experience in valuing biological asse ts. The valuation was conducted using the market
approach and cost approach, referencing the tran saction prices from the recent procurements, the
plasma collection cycle and the residual value. T he assumptions and material inputs used in the
valuation, including market prices and cost-to-s ell adjustments, are consistent with relevant
accounting standards.
Independent Valuer
We engaged JLL, an independent valuer, to determine the fair value of our horses as of
December 31, 2023, 2024 and 2025. The key valuer of the team is Mr. Simon M.K. Chan, who
possesses extensive experience in the valuation of biological assets and has provided valuation
services to numerous companies in the PRC, Hong Kong, Singapore and the United States. Based on
its track record, reputation and qualifications, o ur Directors and the Joint Sponsors are satisfied
that JLL is independent and competent to conduct the valuation of our biological assets.
Site Inspections and Expert Consultation
The valuer conducted site inspections to verify the physical existence and condition of our
biological assets. The valuer also engaged Mr. Chang Zhong, an independent consultant with
expertise in veterinary science, to advise on the phy sical and biological attributes of the biological
assets. The consultant has extensive experience in livestock management and is responsible for
assessing the health, productivity and overall condition of the biological assets. Based on the
consultant’s advice, the valuer con firmed that the biological attribu tes of the assets were accurately
reflected in the valuation.
Valuation Methodology
The valuation of our biological assets was conducted using the market approach and the cost
approach. The market approach was applied to horse s in preparation stage, while the cost approach
was used for horses in plasma collection stage.
FINANCIAL INFORMATION
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Key assumptions and inputs used in the valuation include:
. Classification of biological assets by their plasma collection stage;
. Quantity of each category of biologic al assets as of each valuation date;
. Recent procurement price of biologi cal assets at each valuation date;
. Estimated productive lifespan of biologica l assets, which ranges from 18 to 60 months;
and
. Assumptions regarding mortality, disposal prices, and disposal costs.
The valuer conducted site inspections to verify the physical existence and condition of our
biological assets. The valuation was prepared in a ccordance with International Valuation Standards
and International Accounting Standards 41 — Agriculture, and the Joint Sponsors have reviewed the
scope of work, valuation procedu res, bases, and assumptions adopt ed by the valuer and is satisfied
with the appropriateness and reasonableness of the valuation.
The Reporting Accountants have reviewed the valuation techniques and key inputs used in the
valuation of our biological assets as part of their work on the Historical Financial Information. They
have satisfied themselves with respect to the valuation techniques and inputs used in the valuation.
The Joint Sponsors have conducted discussions with our management, the Reporting
Accountants, and the valuer regarding the valuati on of biological assets, including but not limited
to the valuation procedures, valuation techniques and the information required to prepare the
valuation report. The Joint Sponsors also have revi ewed the qualifications and relevant experience of
the valuer and the consultant. The Joint Sponsors have also discussed with the valuer the scope of
work, valuation procedures, valuation bases, assumptions, and techniques used. Based on the
aforementioned, the Joint Sponsors are satisfied that the valuation techniques and key inputs are
reasonable and appropriate.
Sensitivity Analysis
The following table sets forth the sensitivity of the valuation of our biological assets to changes
in key assumptions as of December 31, 2023, 2024 and 2025 :
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Change in valuation of our biological assets
+/–5% +/–527 +/–252 +/–191
+/–10% +/–1,054 +/–503 +/–382
+/–15% +/–1,581 +/–755 +/–573
+/–20% +/–2,108 +/–1,006 +/–764
Stock-Take and Internal Control
We have established a standard protocol for stock-takes to ensure the physical existence of our
biological assets and the accuracy of relevant data. Stock-takes are conducted on a quarterly basis at
each of our facilities. The results are reviewed by o ur Finance Department, and any discrepancies
identified during stock-takes are reported and inv estigated. We have adopted a comprehensive policy
for biological asset management. This policy cov ers areas such as depreciation, purchases and
disposals, breeding, record-keeping, and stock-take procedures. We maintain detailed records of our
biological assets, including key data such as the number and types of horses.
As of December 31, 2023, 2024 and 2025, the fair value of our biological assets represented
approximately 2.1%, 1.0% and 0.7% of our total asse ts, respectively. Unrealized fair value gains or
losses on biological assets have been excluded for the purpose of meeting the profit requirements
under Rule 8.05(1)(a) of the Listing Rules.
FINANCIAL INFORMATION
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Deferred Tax Assets
Deferred tax assets primarily represented unrealized profit and fair value change on
agricultural produce. Our deferred tax assets decreased from RMB2.7 million as of December 31,
2023 to RMB2.2 million as of December 31, 2024, an d further to RMB1.4 million as of December 31,
2025. The decrease in deferred tax assets was primarily due to the impact of fair value adjustments,
fair value changes on agricultural produce, and a decrease in accrued expenses and impairment
provisions.
Inventories
Our inventories primarily consisted of raw mate rials and consumables, work in progress and
finished goods. The following table sets forth the breakdown of our inventories as of the date
indicted:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials and consumables 10,492 7,197 10,648
Work in progress 38,634 39,376 53,236
Finished goods 8,410 9,862 1,144
57,536 56,435 65,028
Our inventories decreased from RMB57.5 millio n as of December 31, 2023 to RMB56.4 million
as of December 31, 2024. The overall decrease was primarily due to the consumption of accumulated
inventories and higher production levels to m eet growing market demand. Our inventories then
increased to RMB65.0 million as of December 31, 2 025, primarily due to the increase in work in
progress as we continued to produce equine plasma and Human TAT bulk to support our business
expansion in 2025.
The following table sets forth a summary of our inventories turnover days for the periods
indicated:
Year Ended December 31,
2023 2024 2025
Inventories turnover days* 349.2 317.0 405.1
Note:
* Inventories turnover days were calculated based on the arithmetic mean of opening and closing balance of inventories
for the relevant year, divided by our cost of sales for the same year and multiplied by 365 days for 2023, 2024 and 2025.
Our inventory turnover days were 349.2 days , 317.0 days and 405.1 days in 2023, 2024 and
2025, respectively. We recorded relatively longer inventory turnover days during the Track Record
Period due to the production process of Human TA T, generally ranging fro m approximately four to
five months, which requires th e work-in progress (immunized horse plasma and TAT bulk) to be
held and aged for a certain period of time. This aging process is essential to ensure product quality
and stability, resulting in higher overall inve ntory turnover days. Inventories turnover days
decreased from 349.2 days in 2023 to 317.0 days in 2024, which was due to enhanced inventory
turnover efficiency, driven by the increased ut ilization of previously accu mulated inventories.
Inventories turnover days increased to 405.1 days in 2025, primarily due to (i) a decrease in cost of
sales, mainly attributable to a decrease in inven tory allowance as the market value of pregnant horse
plasma increased in 2025; and (ii) an increase in ou r inventories as we continued to produce equine
plasma and Human TAT bulk to support our business expansion in 2025.
FINANCIAL INFORMATION
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The following table sets forth an aging analysis of the inventories as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Less than one year 27,014 31,496 44,371
One to two years 9,275 3,998 566
Two to three years 17,110 7,642 2,992
Over three years 4,137 13,299 17,099
Total 57,536 56,435 65,028
Our Directors consider that there is no recover ability issue with respect to our inventories as of
December 31, 2025, based on the following reasons: (i) the relatively long aging of our inventories
was primarily due to the suspension of production of PMSG in relation to the construction and
renovation of our veterinary drug manufacturing fa cility in Chifeng since 2021, therefore, the aging
of pregnant mare plasma continued to increase during the Track Record Period. We received the
re-registration approval for PMSG injection in M arch 2026, and had already resumed the utilization
of pregnant mare plasma in large scale thereafter. Accordingly, we expect our inventory balance to
decrease in the first half of 2026; (ii) pregnant mare plasma can be stored frozen for an extended
period and may continue to be utilized as long as it pa sses potency testing, while the related finished
products generally have a shelf life of two years. Accordingly, we believe that inventories aged over
one year remain recoverable and can continue to be utilized within their validity periods; (iii) as of
April 30, 2026, RMB42.6 million, or 51.3%, of our inventories as of December 31, 2025 had been
subsequently utilized; and (iv) considering that p regnant mare plasma may lose certain potency over
time and the market price of pregnant mare plasma f luctuates, we have made sufficient provisions
for our inventories.
We have taken the following measures to actively manage our cash conversion cycle and
improve our liquidity: (i) following the receipt of t he re-registration approval for PMSG injection in
March 2026, we have resumed the utilization of pre gnant mare plasma inventory in large scale to
improve inventory turnover and inventory utilizatio n efficiency; (ii) we regularly monitor inventory
levels, inventory aging and mark et demand forecasts to optimize pro curement, production planning
and inventory utilization, with a view to reducing e xcessive inventory accumulation and improving
working capital efficiency; and (iii) we conduct ong oing credit assessments an d aging analysis for our
customers, including regular reviews of customers’ financial conditions, payment records and market
reputation, and actively follow up on overdue receivables to accelerate cash collection. We also
closely monitor outstanding balances and regu larly issues payment reminders to customers
approaching payment deadlines; and (iv) we main tain stable relationships with major suppliers
and optimize payment arrangements to improve ca sh flow management. In particular, we seek to
negotiate more flexible payment terms with maj or suppliers while reason ably arranging payment
schedules based on our operational cash flow position and working capital needs.
FINANCIAL INFORMATION
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Trade and Bills Receivables
Our trade and bills receivables primarily represen ted receivables from contract with customers,
bill receivables and others. The following tabl e sets forth the breakdown of our trade and bills
r e c e i v a b l e sa so ft h ed a t e si n d i c a t e d :
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables — contracts with customers 65,770 60,190 98,258
Less: allowance for credit losses (3,292) (3,043) (5,294)
62,478 57,147 92,964
Bills receivables 10,788 10,655 10,268
Total 73,266 67,802 103,232
Trade and bills receivables decreased fro m RMB73.3 million as of December 31, 2023 to
RMB67.8 million as of December 31, 2024, primar ily due to improved collection efforts and the
resolution of outstanding balan ces. For more details, see Note 24 to the Accountants’ Report in
Appendix I in this prospectus.
Our trade and bills receivables then increa sed to RMB103.2 million as o f December 31, 2025,
primarily due to an increase in tra de receivables which was in line with the expansion of our sales of
Human TAT.
The following table sets forth an aging analysi s of the trade and bills receivables, based on the
dates of goods delivery, as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Less than 90 days 47,528 34,534 66,199
More than 90 days and less than 180 days 18,838 20,437 13,563
More than 180 days and less than one year 6,882 12,394 19,240
More than one year 18 437 4,230
Total 73,266 67,802 103,232
The following table sets forth a summary of ou r trade and bills receivables turnover days for
the periods indicated:
Year Ended December 31,
2023 2024 2025
Trade and bills receivables turnover days* 124.5 116.6 132.6
Note:
* Trade and bills receivables turnover days were calculated ba sed on the average of opening a nd closing balance of trade
and bills receivables less allowance for credit losses for the relevant year, divided by the revenue for the same year and
multiplied by 365 days fo r 2023, 2024, and 2025.
FINANCIAL INFORMATION
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Our trade and bills receivables turnover days were 124.5 days, 116.6 days and 132.6 days in
2023, 2024, and 2025, respectively. T he decrease in our trade and bills receivables turnover days from
124.5 days in 2023 to 116.6 days in 2024 was mainly due to improved collection efforts and shorter
payment cycles from customers, as well as our increased revenue in 2024. The increase in our trade
and bills receivables turnover days to 132.6 days in 2025 was primarily due to an increase in the trade
receivables mainly resulting from the expansion of our sales of Human TAT.
To ensure the timely collection of trade receiv ables and improve cash flow management, we
have implemented several measures. We conduct comprehensive credit evaluations for all customers,
regularly reviewing their financial status, paymen t history, and market reputation. Customers with
higher credit risk are subject to stricter paymen t terms, such as shorter credit periods or advance
payment requirements.
Our accounts receivable team closely monitors outstanding balances and performs regular
aging analyses, issuing reminde rs to customers as payment deadlines approach. Additionally, we
have integrated receivables collection perfo rmance into the incentives for our sales team,
encouraging them to actively ensure timely paym ents from their customers. For accounts that are
significantly overdue, particularly those exceed ing six months, we initiate structured collection
processes, which may include en gaging collection agencies or tak ing legal action when necessary.
Our Directors consider that there is no recover ability issue with respect to our outstanding
trade and bills receivables as of December 31, 2025, based on the following reasons: (i) our trade and
bills receivables aged over one year accounted for only 4.1% of total trade receivables as of
December 31, 2025; (ii) as of April 30, 2026, RM B40.7 million, or 41.4%, of our trade and bills
receivables as of December 31, 2025 had been subs equently settled; (iii) we had not encountered any
material difficulties in settling our trade and bills receivables during the Track Record Period; and
(iv) we have made sufficient provisions for our trade and bills receivables. For more details, please
refer to Note 24 to the Accountants’ Report as set forth in Appendix I to this prospectus.
Deposits, Other Receivables and Prepayments
Deposits, other receivables and prepayments primarily consisted of deposits, value-added tax
recoverable, prepayments, deferred issue costs, and other miscellaneous receivables. Deposits, other
receivables and prepayments increased from RM B4.0 million as of December 31, 2023 to RMB6.2
million as of December 31, 2024, mainly due to an incre ase in deposits and deferred issue costs. Our
deposits, other receivables a nd prepayments then increased to RMB12.8 million as of December 31,
2025, primarily due to an increase in our prepayment for equipment we purchased for our
construction of our veterinary drug manufacturi ng facility in Chifeng. The allowance for credit
losses on other receivables was RMB0. 1 million, RMB0.3 million and RMB0.5 million as of
December 31, 2023, 2024 and 2025, respectively.
Financial Assets at Fair Value Through Profit or Loss (‘‘FVTPL’’)
Financial assets at FVTPL represents bank fina ncial products held for trading for short-term
investment purposes during the Track Record Peri od. These bank financial products were held for
short-term investment purposes and primarily cons isted of low-risk wealth management products
offered by commercial banks. Financial assets at FVTPL increased from nil as of December 31, 2023
to RMB4.1 million in 2024, due to purchase of new ba nk financial products i n 2024. Our financial
assets at FVTPL then decreased to nil as of December 31, 2025, primarily due to the timely
redemption of certain amount of bank financial products in 2025.
FINANCIAL INFORMATION
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Our senior management team and finance depart ment are primarily responsible for making,
implementing, and supervising our investment d ecisions. To ensure proper oversight and risk
management, we have implemented the following treasury policie s and internal authorization
controls:
. We have formulated the Policy on the Ma nagement of External Investments ( 《對外投資管
理制度》) to regulate the process of investing.
. Our Board reviews and approves the annual cap for investments decisions.
. The senior management team oversees the overall planning and approval of investments
in wealth management products.
. The finance department conducts analysis and r esearch on potential investments in wealth
management products and handles their long-term routine management.
. Investments in wealth management products a re only made when surplus cash is available,
which is not required for short-term workin g capital purposes, and remain within the
limits authorized by the senior management team.
Before making any investment, we ensure that su fficient working capital is maintained to meet
our business needs, ongoing operations, research and development, and capital expenditures, even
after purchasing such wealth management products. We adopt a prudent approach when selecting
wealth management products, making investment d ecisions on a case-by-case basis after careful
consideration of factors such as the investmen t duration and expected returns. To manage risk
exposure, we have historically sought, and may continue to seek, low-risk wealth management
products with terms of no longer than twelve mon ths. Investments in similar wealth management
products may continue to be made using surplus cash. We are aware that upon the Listing,
investments in such financial assets may constitute notifiable transactions under Chapter 14 of the
Listing Rules. Our Directors confirm that any suc h investments will only be made in compliance with
the Listing Rules and other relevant l aws and regulations, if applicable.
Cash and Cash Equivalents
Our cash and cash equivalents primarily consisted of bank balances and demand deposits. Our
cash at banks earns interest at floating rates bas ed on daily bank deposit rates. Short-term deposits
are made for varying periods of less than six months, depending on the immediate cash requirements
of our Group, and earn interest at the respective short-term time deposit rates. The bank balances
and short-term deposits are deposited with credit worthy banks with no recent history of default.
Our cash and cash equivalents remained relatively stable at RMB58.2 million and RMB52.8
million as of December 31, 2023 and 2024, respectivel y. Our cash and cash equivalents then increased
to RMB73.8 million as of December 31, 2025, pr imarily due to the expansion of our business.
Liabilities
Trade and Other Payables
Our trade and other payables primarily related t o trade payables, payables for marketing and
promotion expenses, salaries and wages payables, payables for acquisition of property, plant and
equipment, and others. Trade and other payable s decreased from RMB73.0 million as of December
31, 2023 to RMB62.1 million as of December 31, 2024, and further to RMB50.9 million as of
December 31, 2025, mainly due to our settlements of certain payables with our suppliers in the
relevant periods.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of trade and other payables by nature as of the
dates indicated.
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables 12,334 13,024 6,522
Salaries and wages payables 9,251 11,549 11,696
Other tax payables 3,736 1,907 2,092
Payables for acquisition of property, plant and
equipment 12,977 8,936 5,913
Payables for marketing and promotion expenses 24,054 21,013 15,986
Compensation for forest land 3,654 2,266 1,066
Payables for acquisition of biological assets 1,066 117 345
Deposit received 563 775 544
Other payables 5,347 2,553 5,593
Listing expenses payables — — 1,004
Accrued issue costs — — 177
Total 72,982 62,140 50,938
The following table sets forth an aging analysi s of the trade payables based on the invoice date
as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Less than 90 days 8,449 3,309 2,870
More than 90 days and less than 1 year 1,304 7,579 275
More than 1 year 2,581 2,136 3,377
Total 12,334 13,024 6,522
The following table sets forth a summary of our trade and other payables turnover days for the
periods indicated:
Year Ended December 31,
2023 2024 2025
Trade payables turnover days* 56.4 70.5 65.2
Note:
* Trade payables turnover days were calculated based on the average of opening and closing b alance of trade payables for
the relevant year, divided by the cost of sales for the sam e year, and multiplied by 365 days for 2023, 2024 and 2025.
Our trade payables turnover days were 56.4 days, 70.5 days and 65.2 days in 2023, 2024 and
2025, respectively. Trade payables turnover days increased from 56.4 days in 2023 to 70.5 days in
2024, and further to 65.2 days in 2025, which was due to extended payment terms negotiated with
suppliers to manage working capital more effectively.
As of April 30, 2026, RMB6.4 million, or 49.8%, o f our trade payables as of December 31, 2025
had been subsequently settled.
FINANCIAL INFORMATION
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Contract Liabilities
Contract liabilities primarily represent amoun ts received in advance for the sale of goods and
services. The change in contract liabilities dur ing the Track Record Period was mainly due to the
timing of revenue recognition and the fulfillment of performance obligat ions associated with
advance payments. Our contract liabilities dec reased from RMB3.1 million as of December 31, 2023
to RMB2.4 million as of December 31, 2024, and fu rther decreased to RMB1.9 million as of
December 31, 2025. This decrease was mainly d ue to the recognition of revenue from advance
payments received in prior periods, including pr epayments for goods and service fees, which were
fully performed and recognized as revenue, exceed ing the new advance payments received during the
same years.
As of April 30, 2026, RMB0.6 million, or 30.6%, of our contract liabilities as of December 31,
2025 had been subsequently recognized as revenue.
Net Assets
Net assets increased from RMB361.9 million as at December 31, 2023 to RMB403.2 million as
at December 31, 2024, mainly attributable to the p rofit for the year of RMB75.1 million, partially
offset by the dividend distribution of RMB40 .8 million. Net assets then increase to RMB498.0
million as of December 31, 2025, primarily due to the pr ofit and total comprehensive income for the
period of RMB94.8 million.
CASH FLOWS
Our use of cash primarily related to investing ac tivities, financing activities and capital
expenditure. We have historically financed our ope rations primarily through a consolidation of cash
flow generated from our oper ations and bank borrowings.
The following table sets forth a summary of our cash flows information for the periods
indicated:
Year Ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net cash flows from operating activities 68,606 104,055 56,826
Net cash flows used in investing activities (1,039) (16,298) (25,031)
Net cash flows used in financing activities (63,293) (91,350) (12,623)
Net increase(decrease) in cash and cash equivalents 4,274 (3,593) 19,172
Cash and cash equivalents as of the beginning of
the year 53,831 58,199 54,673
Effect of foreign exchange rate changes, net 94 67 (17)
Cash and cash equivalents as of the end of the year 58,199 54,673 73,828
Net Cash Flows from Operating Activities
Net cash flows from operating activities were RMB56.8 million in 2025, primarily due to profit
before tax of RMB109.3 million, as adjusted for cer tain non-cash and/or non-operating items,
including (i) unrealized gains arising on initial rec ognition of agricultural produce at fair value less
costs to sell at the point of harvest of RMB16.9 mill ion, and (ii) depreciation of property, plant and
equipment of RMB10.0 million. Adjustments for chan ges in working capital primarily included (i)
an increase in trade and bills receivables of RMB3 7.7 million, and (ii) a decrease in trade and other
payables of RMB5.9 million, partially offset by an decrease in inventories of RMB10.9 million.
FINANCIAL INFORMATION
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Net cash flows from operating activities wer e RMB104.1 million in 2024, primarily due to
profit before tax of RMB91.8 million, as adjusted for certain non-cash and/or non-operating items,
including (i) depreciation of property, plant, a nd equipment of RMB9.9 million, (ii) provision of
inventories of RMB16.5 million, and (iii) depreciat ion of right-of-use assets of RMB2.3 million.
Adjustments for changes in working capital pr imarily included (i) a decrease in trade and bills
receivables of RMB5.7 million, and (ii) a decrease in trade and other payables of RMB6.7 million,
partially offset by (i) an increase in inventori es of RMB4.5 million, and (ii) an increase in other
receivables and prepay ments of RMB1.7 million.
Net cash flows from operating activities were RMB68.6 million in 2023, primarily due to profit
before tax of RMB63.6 million, as ad justed for certain non-cash and/or non-operating items,
including (i) depreciation of property, plant, an d equipment of RMB10.3 millio n, (ii) depreciation of
right-of-use assets of RMB1.3 million, and (iii) provision of inventories of RMB3.3 million.
Adjustments for changes in working capital pri marily included (i) an increase in trade and bills
receivables of RMB11.3 million, (ii) an increase in other receivables and prepayments of RMB1.1
million, and (iii) a decrease in contract liabilities o f RMB2.2 million, partially offset by a decrease in
inventories of RMB10.1 million.
Net Cash Flows Used in Investing Activities
Net cash flows used in investing activities w ere RMB25.0 million in 2025, primarily due to (i)
the purchase of financial assets at FVTPL of R MB36.9 million, and (ii) the purchase of property,
plant and equipment and intangible assets of RMB3 1.0 million, partially offset by (i) proceeds from
the maturity of financial instruments at FVTPL of RMB41.1 million, and (ii) proceeds from the
disposal of a subsidiary of RMB5.4 million.
Net cash flows used in investing activities w ere RMB16.3 million in 2024, primarily due to (i)
the purchase of financial assets at FVTPL of RMB 21.5 million, (ii) the purchase of biological assets
of RMB5.7 million, and (iii) the purchase of propert y, plant, and equipment of RMB11.0 million,
partially offset by (i) proceeds from the maturi ty of financial instruments at FVTPL of RMB17.5
million, (ii) proceeds from the disposal of biolog ical assets of RMB4.1 million, and (iii) proceeds
from the disposal of property, pl ant, and equipment of RMB0.3 million.
Net cash flows used in investing activities w ere RMB1.0 million in 2023, primarily due to (i)
purchase of financial assets at FVTPL of RMB65.5 million, and (ii) purchase of property, plant, and
equipment of RMB19.9 million, partially offset by pr oceeds from maturity of financial instruments
at FVTPL of RMB92.8 million, and proceeds from di sposal of biological assets of RMB6.2 million.
Net Cash Flows Used in Financing Activities
Net cash flows used in financing activities w ere RMB12.6 million in 2025, primarily consisting
of (i) return of consideration received of RMB 10.0 million, and (ii) payment of share issue cost for
the proposed initial public offering of RMB2.6 million.
Net cash flows used in financing activities w ere RMB91.4 million in 2024, primarily consisting
of (i) dividends paid to owners of the Compa ny of RMB40.8 million, ( ii) repayment of bank
borrowings of RMB19.9 million, (iii) repayment o f lease liabilities of RMB3.1 million, and (iv)
payment of share issue costs for the Global Offeri ng of RMB0.6 million, partially offset by new bank
borrowings raised of RMB8.5 million.
Net cash flows used in financing activities w ere RMB63.3 million in 2023, primarily consisting
of (i) dividends paid to owners of the Compa ny of RMB86.2 million, ( ii) repayment of bank
borrowings of RMB47.6 million, and (iii) interest paid of RMB0.7 million, partially offset by new
bank borrowings raised of RMB29.9 million.
FINANCIAL INFORMATION
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Net Current Assets
The table below sets forth the details of our n et current assets as of the dates indicated:
As of December 31,
As of
April 30,
2023 2024 2025 2026
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CURRENT ASSETS
Inventories 57,536 56,435 65,028 76,422
Contract cost 511 771 774 574
Trade and bills receivables 73,266 67,802 103,232 87,343
Deposit, other receivables and
prepayments 3,979 6,235 12,774 13,358
Amounts due from related parties 688 410 96 100
Financial assets at FVTPL — 4,106 — 32,111
Restricted bank deposits — — 1,556 —
Cash and cash equivalents 58,199 52,831 73,828 48,727
194,179 188,590 257,288 258,635
Assets classified as held for sale — 3,491 — —
194,179 192,081 257,288 258,635
CURRENT LIABILITIES
Trade and other payables 72,982 62,140 50,938 38,659
Amounts due to related parties 42,073 10,012 6 104
Contract liabilities 3,091 2,443 1,935 3,137
Bank borrowings 19,922 — — —
Lease liabilities 342 — 819 831
Tax payable 861 8,692 7,544 4,106
139,271 83,287 61,242 46,837
Liabilities classified as held for sale — 77 — —
139,271 83,364 61,242 46,837
NET CURRENT ASSETS 54,908 108,717 196,046 211,798
Our net current assets increased from RMB54. 9 million as of December 31, 2023 to RMB108.7
million as of December 31, 2024, primarily due to: (i ) a decrease in bank borrowings of RMB19.9
million, and (ii) an increase in deposit, other recei vables and prepayments of RMB2.3 million. These
were partially offset by: (i) a decrease in tra de and bills receivables of RMB5.5 million, and (ii) a
decrease in cash and cash equivalents of RMB5.4 million.
Our net current assets then increased to RMB 196.0 million as of December 31, 2025, primarily
due to (i) an increase in trade and bills receivab les of RMB35.4 million, (ii) an increase in cash and
cash equivalents of RMB21.0 million, and (iii) a d ecrease of RMB11.2 million in trade and other
payables.
FINANCIAL INFORMATION
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WORKING CAPITAL SUFFICIENCY
During the Track Record Period, we financed our o perations primarily through cash generated
from our operating activities, capital contributions and bank borrowings, and our primary uses of
cash were to fund our business operations. Going for ward, we believe that our liquidity requirements
will be satisfied with a combination of our cash flow s generated from our operating activities and net
proceeds from the Global Offering. As of December 31, 2025, we had cash and cash equivalents of
RMB73.8 million.
Taking into account the financial resources ava ilable to us, including cash flow from operating
activities, our current cash and cash equivalents and the estimated net proceeds from the Global
Offering, our Directors are of the view that we h ave available sufficient working capital for our
present requirements, that is for at least the next 12 months from the date of this prospectus.
CAPITAL EXPENDITURE
We incurred capital expenditures of RMB34. 3 million, RMB14.1 million and RMB29.1 million
in 2023, 2024 and 2025, respectively. Our capital expenditures comprised of expenditures for
property, plant and equipment and investment properties.
CAPITAL COMMITMENTS
See Note 35 to the Accountants’ Report as set forth in Appendix I to this prospectus for details.
INDEBTEDNESS
Our indebtedness mainly included bank borrowings, amounts due to related parties and lease
liabilities during the Track Record Period. The f ollowing table sets forth the breakdown of our
indebtedness as of the dates indicated:
As of December 31,
As of
April 30,
2023 2024 2025 2026
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current
Bank borrowings 19,922 — — —
Amounts due to related parties —
non-trade* 41,589 10,003 3 3
Lease liabilities* 342 — 819 831
Non-current
Lease liabilities* 860 720 72 —
Total 62,713 10,723 894 834
Note:
* Amounts due to related parties and lease lia bilities were unsecured and unguaranteed.
Except as disclosed in the table above, we did not have any material mortgages, charges,
debentures, loan capital, debt securities issued and outstanding, and authorised or otherwise created
but unissued, loans, bank borrowi ngs, bank overdrafts or other simila r indebtedness, finance lease
or hire purchase commitments, liabilities und er acceptances (other th an normal trade bills),
acceptance credits, which are either guaranteed, unguaranteed, secured or unsecured, or guarantees
or other contingent liabilities as of April 30, 2026. Since April 30, 2026 and up to the Latest
Practicable Date, there had not been any material change to our indebtedness.
FINANCIAL INFORMATION
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Bank Borrowings
We recorded bank borrowings of RMB19.9 millio n, nil, nil and nil as of December 31, 2023,
2024 and 2025 and April 30, 2026, respectively. As of December 31, 2023, 2024 and 2025, the range
o ft h ee f f e c t i v ei n t e r e s tr a t eo fo u rb a n kl oans was 3.65% to 4.35% per annum, nil and nil,
respectively. During the Track Record Period, all of our interest-bearing bank loans and other
borrowings are denominated in RMB. As of Ap ril 30, 2026, we did not have unutilized bank
facilities.
Our Directors confirm that we have not defaulted in the repayment of the borrowings during
the Track Record Period. Our Direc tors have confirmed that, as of the Latest Practicable Date, there
was no covenant on any of our outstanding debt that would have a material adverse effect on our
ability to make additional borrowings or issue debt or equity and there was no breach of any
covenants during the Track Record Period and up to the Latest Practicable Date. During the Track
Record Period and up the Latest Practicable Dat e, to the best knowledge of our Directors, we did
not experience any difficulty in obtaining bank loans.
Amounts Due to Related Parties — Non-trade
During the Track Record Period, we recorded amounts due to related parties of RMB41.6
million, RMB10.0 million, RMB3 thousand and RMB 3 thousand as of December 31, 2023, 2024 and
2025 and April 30, 2026. The amounts due to related parties as of December 31, 2023 and 2024 were
mainly in relation to an equity transfer agreemen t and supplemental agreement entered into between
the Company and its controlling shareholder, Qianh ai Tianzheng, to transfer 100% equity interest in
Hainan Pharmaceutical Research Institute Co., Ltd. from the Company to Qianhai Tianzheng,
which have been fully settled. The amounts due to related parties as of December 31, 2025 and April
30, 2026 were mainly in connection with rental deposit received from a related party, which will be
settled based on the terms of the lease agreements . For more details, please see Note 40(a) of the
Accountants’ Report as set forth in Appendix I to this prospectus.
Lease Liabilities
We recognize lease liabilities at the commencemen t date of the lease at the present value of lease
payments to be made over the lease term. In calcula ting the present value of lease payments, we use
the incremental borrowing rate at the lease comme ncement date if the interest rate implicit in the
lease is not readily determinable. We had leas e liabilities of RMB1.2 million, RMB0.7 million,
RMB0.9 million and RMB0.8 million as of Decembe r 31, 2023, 2024 and 2025 and April 30, 2026,
respectively.
CONTINGENT LIABILITIES
As of December 31, 2023, 2024 and 2025 and April 30, 2026, we did not have any contingent
liabilities.
KEY FINANCIAL RATIOS
The table below sets forth our key financial ratios for the years/as of the dates indicated:
As of/Year Ended December 31,
2023 2024 2025
Gross profit margin
(1) (%) 67.8 70.3 76.8
Net profit margin (2) (%) 28.0 34.0 40.3
Return on equity (3) (%) 14.7 19.6 21.0
Current ratio (4) 1.4 2.3 4.2
Quick ratio (5) 1.0 1.6 3.1
Gearing ratio (6) (%) 17.5 2.7 0.2
Debt to equity ratio (7) (%) 1.4 — —
FINANCIAL INFORMATION
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Notes:
(1) Gross profit margin was calculated based on gross p rofit divided by revenue for the respective periods.
(2) Net profit margin was calculated based on net profit a fter taxes divided by revenue for the respective periods.
(3) Return on equity was calculated based on net profit of t he respective year, divided by the arithmetic mean of the
opening and closing balances of tot al equity and multiplied by 100%.
(4) Current ratio was calculated based on the total current asse ts divided by the total current liabilities as of the relevant
dates.
(5) Quick ratio was calculated based on the to tal current assets less inventories and divided by the total current liabilities as
of the relevant dates.
(6) Gearing ratio was calculated based on total borrowings, including bank borrowings, loan from a related party and lease
liabilities divided by total equity as of the relevant dates and multiplied by 100%.
(7) Debt to equity ratio was calculated based on total borrowi ngs, including bank borrowings, loan from a related party
and lease liabilities less cash and cash equivalents divide d by total equity as of the relevant date and multiplied by
100%. As of December 31, 2023, 2024 and 2025, the debt to equ ity ratio is not meaningful because total borrowings,
including bank borrowings, loan from a related party, and l e a s el i a b i l i t i e sl e s sc a s ha n dc a s he q u i v a l e n t s ,r e s u l t e di na
negative value.
RELATED PARTY TRANSACTIONS
During the Track Record Period, we had entered i nto certain related party transactions. For
more details, see Note 40 to the Accountants ’ Report in Appendix I to this prospectus.
Our Directors confirm that, al l material related party transactions during the Track Record
Period were conducted on normal commercial ter ms or such terms that were no less favorable to our
Group than those available to independent third parties and were fair and reasonable and in the
interest of our Shareholders as a whole, and would not distort our results of operations over the
Track Record Period or make our historical result s over the Track Record Period not reflective of
our expectations for our future pe rformance. The pricing for the related party transactions was
primarily based on (i) arm’s length negotiation; (ii) comparable market price; (iii) the total
sales/purchase volume of the transaction. The pricing and credit terms for the related party
transactions are comparable those similar transac tions with the Independent Third Parties and no
favorable terms has been granted to/by such related party. The prices are mutually agreed after
taking the prevailing market prices into considerat ion. Excepted for the transaction between our
Group and Shenzhen Qianhai Tianzheng Biotechnology Co., Ltd in connection with which we
recorded as ‘‘amounts to related parties’’ in our cons olidated statements of financial position, all the
other related party transactions were trade in nature, and our Directors and management will
consider a series of factors to determine whether to continue such an arrangement upon Listing and
the Global Offering, in the best interest of our G roup. For details of the transaction between our
Group and Shenzhen Qianhai Tianzheng Biotechnology Co., Ltd, see ‘‘History, Development and
Corporate Structure — Equity Transfers Involvin g Hainan Pharmaceutical Research Institute Co.,
Ltd. ( 海南藥物研究所有限責任公司)( ‘ ‘Hainan Pharmaceutical ’’) During Track Record Period’’ of
this prospectus. See also Note 40 of the Accountants’ Report as set forth in Appendix I to this
prospectus.
OFF-BALANCE SHEET COMMIT MENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not ent ered into any off-balance sheet transactions.
RISK DISCLOSURES
We are exposed to a variety of financial risks, inc luding credit risk, liquidity risk, and exchange
risk. Our overall risk management program focuses on the unpredict ability of financial markets and
seeks to minimize potential adverse effects on our G roup’s financial performance. For more details,
see Notes 37 and 38 to the Accountants’ Report in Appendix I to this prospectus. As of the Latest
Practicable Date, we did not hedge or consider necessary to hedge any of these risks.
Capital Management
The primary objectives of our Group’s capital management are to safeguard our Group’s
ability to continue as a going concern and to maintai n healthy capital ratios in order to support its
business and maximize shareholders’ value.
FINANCIAL INFORMATION
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Our Group manages its capital structure and makes adjustments to it in light of changes in
economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the
capital structure, our Group may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares.
We follow a prudent investment approach for wealth management products, focusing on
capital preservation and stab le returns. Our investments are primarily in unlisted wealth
management products issued by reputable banks in China. These products are selected for their
low-risk profiles, predictable cash flows, and a lignment with our overall financial strategy of
optimizing liquidity management while balancin g risk and return. To ensure proper oversight and
mitigate risks, we have established a robust intern al control mechanism for managing investments.
All potential investments underg o a rigorous evaluation process, including an assessment of the
risk-return profile, the creditworthiness of th e issuing bank, and compliance with our investment
policies. Once investments are made, we continuou sly monitor their performance and credit risk,
providing regular updates to senior management a nd the Board. Additionally, our internal audit
team periodically reviews the investment process t o ensure compliance with regulatory requirements
and internal policies.
Our management team possesses significant exp ertise in evaluating and managing financial
investments, particularly wealth management products. With strong backgrounds in finance,
accounting, and risk management , the team is well-equipped to anal yze market trends, assess risks,
and make informed decisions. We remain proactive in responding to changes in financial markets
and regulatory developments, ensuring effe ctive and vigilant investment management.
The Board plays an active role in overseeing and governing investment activities. It approves
the overall investment policy to ensure alignment wit h strategic objectives and provides oversight for
key decisions regarding wealth management inve stments. Any proposed investment exceeding a
predetermined threshold or carrying a higher risk level requires prior Board approval. The Board
also receives regular reports on investment perfor mance and risk assessments, enabling it to provide
continued guidance and oversight.
Investments in wealth management products a re subject to a multi-level approval process
involving both the management team and the Board, depending on the size and risk profile of the
investment. This rigorous framework ensures all investment decisions are thoroughly scrutinized and
align with our financial and risk management ob jectives. Upon the Listing and Global Offering,
investments will comply with Chapter 14 of the Listing Rules.
PROPERTY VALUATION
Jones Lang LaSalle Corporate Appraisal and Advisory Limited, an independent property
valuer (the ‘‘ Independent Property Valuer ’’), has valued the property interests of our Group,
comprising our operations, as of March 31, 2026. Texts of this letter summary of valuation and
valuation reports issued are included in Appendix III to this prospectus.
The following table sets forth the reconciliati on of the carrying values of these property
interests as reflected in our consolidated balanc e sheet as of December 31, 2025 included in Appendix
I to this prospectus with our Independent Property Valuer’s valuation of the same property interests
as of March 31, 2026 as set out in Appendix III to this prospectus.
RMB’000
Net book value as of December 31, 2025 139,037
Amortization and depreciation for the three months ended March 31, 2026 1,500
Additions 81
Net book value as of March 31, 2026 137,618
Increase in valuation
(1) 456
Valuation as of March 31, 2026 (2) 138,074
FINANCIAL INFORMATION
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Notes:
(1) Such increase was reflecting the difference between the net book value and the market value of these property
interests as of March 31, 2026.
(2) Such valuation as of March 31, 2026 included commerc ial value of RMB110.8 million and reference value of
RMB27.3 million. Certain of our properties under valuation had not obtained any title certificate. Therefore, the
Independent Property Valuer attributed no commercial value to these properties, but provided reference value to
these properties. See the Property Valuation Report as set forth in Appendix III to this prospectus for details.
DIVIDENDS
In May 2023 and October 2023, we declared a dividend of RMB10.0 million and RMB76.2
million to the existing shareholders based on the consolidated retained profits as of December 31,
2022. In September 2024, we declared a dividend o f RMB40.8 million to the existing shareholders
based on the consolidated retained profits as of December 31, 2023. As of the Latest Practicable
Date, our declared dividends have been paid in full.
Upon completion of the Global Offering, we may distribute dividends in the form of cash or by
other means permitted by our Articles of Associatio n. Any proposed distribution of dividends shall
be formulated by our Board and will be subject to approval of our Shareholders. A decision to
declare or to pay any dividends in the future, and the amount of any dividend, will depend upon a
number of factors, including our earnings and finan cial condition, operating requirements, capital
requirements, business prospects, statutory, re gulatory and contractual restrictions on our
declaration and payment of dividends, and any other factors that our Directors may consider
important.
There is no assurance that dividends of any amount will be declared or be distributed in any
year. As of the Latest Practicable Date, we did not have any dividend policy.
PRC laws require that dividends be paid only out of the profit for the year calculated according
to PRC accounting principles. We will pay dividen ds according to the applicable PRC laws and our
Articles of Association.
DISTRIBUTABLE RESERVES
As of December 31, 2025, we did not have any distributable reserves.
LISTING EXPENSE
Listing expenses to be borne by us are est imated to be approximately RMB58.3 million
(HK$67.0 million) (including underwriting commission), at the Offer Price of HK$11.2 per Share
(being the mid-point of the Offer Price range s tated in this prospectus), and assuming the
Over-allotment Option is not exercised, among which (i) underwriting-related expenses, including
underwriting commission and other expenses are a pproximately RMB15.9 million (HK$18.3 million)
and (ii) non-underwriting-related expenses ar e approximately RMB42.4 million (HK$48.7 million),
comprising (a) fees and expenses of legal advisors and accountants of approximately RMB24.7
million (HK$28.4 million) and (b) other fees and exp enses of approximately RMB17.7 million
(HK$20.3 million). As of December 31, 2025, we i ncurred a total of RMB25.4 million (HK$29.2
million) in listing expenses, among which RMB22.0 million (HK$25.4 million) was recognized in our
statement of profit or loss, and RMB3.4 million ( HK$3.9 million) was directly attributable to the
issue of Shares and will be deducted from equity upon the Listing.
We estimate that additional listing expens es of approximately RMB32.9 million (HK$37.8
million) (including underwriting commission s of approximately RMB15.9 million (HK$18.3
million), assuming the Over-allotment Option is n ot exercised and based on the Offer Price of
HK$11.2 per Offer Share (being the mid-point of the O ffer Price range stated in this prospectus)) will
be incurred by our Company, approximately RM B15.7 million (HK$18.1 million) of which is
expected to be charged to our statements of pr ofit or loss, and approximately RMB17.1 million
(HK$19.7 million) of which is expected to be deduc ted from equity upon the Listing. Our listing
expenses as a percentage of gross proceeds is 16.5%, assuming an Offer Price of HK$11.2 per Share
FINANCIAL INFORMATION
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(being the mid-point of the Offer Price range state d in this prospectus) and that the Over-allotment
Option is not exercised. The listing expenses above a re the latest practicable estimate for reference
only, and the actual amount may differ from this estimate.
UNAUDITED PRO FORMA STATEMENT OF AD JUSTED CONSOLIDATED NET TANGIBLE
ASSETS
For details of our unaudited pro forma statement of adjusted consolidated net tangible assets,
please see ‘‘A. Unaudited Pro Forma Statement of Adjusted Consolidated Net Tangible Assets of the
Group attributable to owners of the Company’’ in Appendix II to this prospectus.
NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, up to the date of this prospectus there had been no material
adverse change in our financial or trading positi on, operational or prospects since December 31,
2025, being the latest balance sheet date of our conso lidated financial statements in the Accountants’
Report in Appendix I to this prospectus.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there was no circumstance that
would give rise to a disclosure requirement und er 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 det ailed description of our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$338.6 million, after deducting underwriting co mmissions, fees and estimated expenses payable
by us in connection with the Global Offering, and assuming the Over-allotment Option being not
exercised and an Offer Price of HK$11.20 per H Share , which is the mid-point of the indicative Offer
Price range stated in this prospectus. If the Offe r Price is set at HK$13.06 per H Share, which is the
high end of the indicative Offer Price range, the n et proceeds from the Global Offering will increase
by approximately HK$64.53 million. If the Offer P rice is set at HK$9.33 per H Share, which is the
low end of the indicative Offer Price range, the n et proceeds from the Global Offering will decrease
by approximately HK$64.53 million.
Assuming an Offer Price at the mid-point of the Offering Price range and that the
Over-allotment Option is not exercised, we currently intend to apply these net proceeds for the
following purposes:
➢ 33.7%, or approximately HK$114.0 million, will be used for the research and
development of our product candidates. See ‘‘Business — Our Strategies — Rapidly
advance the development of human antiserum p roduct pipeline.’’ Specifically, we plan to
allocate:
. 8.2%, or approximately HK$27.7 million, to the research and development of
agkistrodon halys antivenom, which will be used for the planned clinical trials.
Specifically, we expect to initiate a Phas e II clinical trial in June 2026, which is
anticipated to be completed by the end of 2026. See ‘‘Business — Our Products and
Services — Our Pipeline Products Und er Development — Snake Antivenom
Candidates’’;
. 8.2%, or approximately HK$27.7 million, to the research and development of
agkistrodon acutus antivenom, which will be used for the planned clinical trials.
Specifically, we expect to initiate a Phase II clinical trial in the third quarter of 2026,
which is anticipated to be completed b y the end of 2027. See ‘‘Business — Our
Products and Services — Our Pipeline P roducts Under Development — Snake
Antivenom Candidates’’;
. 6.3%, or approximately HK$21.4 million, to the research and development of
polyvalent snake antivenom, which will be used for (i) the ongoing process research
which we expect to complete in 2027, (ii) th e planned preclinical studies and (iii) a
planned Phase I clinical trial. See ‘‘Bus iness — Our Products and Services — Our
Pipeline Products Under Development — Snake Antivenom Candidates’’;
. 6.3%, or approximately HK$21.3 million, to th e research and development of equine
rabies immunoglobulin F(ab’)
2, which will be used for (i) the ongoing process
research which we expect to complete in 2027, (ii) preclinical studies and (iii) a
planned Phase I clinical trial. See ‘‘Bus iness — Our Products and Services — Our
Pipeline Products Under Development — E quine Rabies Immunoglobulin F(ab’) 2
Candidate’’; and
. 4.7%, or approximately HK$15.8 million, to the research and development of other
antiserum product candidates, inclu ding human antiserum products for RSV
infections and antibiotic-resi stant bacterial infections.
➢ 31.4%, or approximately HK$106 .4 million, will be used for construction and expansion
of new facilities and production lines. See ‘‘Bu siness — Our Strategies — Further enhance
our full-industry-chain capabilities.’’ Specifically:
. 7.6%, or approximately HK$25.9 million, will be used for the construction of a new
biotechnology complex in Ji’an, Jiangxi Province, comprising a new
commercial-scale manufacturing facility and a new R&D and pilot-scale
manufacturing facility, mainly to support t he clinical trials and commercialization
FUTURE PLANS AND USE OF PROCEEDS
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of our human antiserum product candidat es, especially snakebite antivenoms and
equine rabies immunoglobulin F(ab’) 2. We plan to commence construction of the
new commercial-scale manufacturing fa cility in 2026 and anticipate to complete
construction in 2028;
. 6.3%, or approximately HK$21.2 million, will be used for the construction of a new
PMSG production line in Chifeng, Inner Mongolia to comply with EU GMP
standards, which we expect to complete in 2026;
. 7.6%, or approximately HK$25.7 million, w ill be used for the construction of new
production lines in Chifeng, Inner Mongo lia for our veterinary anti-infective
product candidates, including bursal peptide injection, pig spleen transfer factor and
rPoIFN- α. We expect the new production lines of bursal peptide injection and pig
spleen transfer factor to complete constr uction in 2026 and the new production line
of rPoIFN- α to complete construction in 2028.
. 9.9%, or approximately HK$33.6 million, w ill be used for as follows: (i) HK$13.1
million for the expansion of our existing ho rse breeding base in Zhangye, Gansu; (ii)
HK$1.5 million for purchases of equipme nt for our horse breeding base; (iii)
HK$14.9 million for purchases of additiona l horses to meet the increased demands
for equine plasma resulting from the future growth of our business and (iv) HK$4.1
million for recruiting additional employees for the operations of our horse breeding
base.
Expanding our horse breeding base and purc hases of additional horses are essential
to support the development and commerc ialization of our product pipeline.
Research, development and production of Human TAT, agkistrodon halys
antivenom, agkistrodon acutus antivenom, polyvalent snake antivenom, equine
rabies immunoglobulin F(ab’)
2, veterinary tetanus antitoxin and PMSG rely on
equine plasma which we intend to produce substantially in-house. The newly added
horses is expected to increase our annual production capacity of equine plasma of
approximately 100 million mL.
Specifically, for the production of pregnan t mare plasma, additional facilities such as
rearing pens, observation p ens, reserve pens and plasma collection stations are
required in proportion to the increased number of horses, along with supporting
service areas for horses available for pl asma collection. Based on standard farm
layout designs, these pens are typically a rranged in a dispersed manner. Therefore,
once production enters a regular phase, horses will not be concentrated in a single
area. Therefore, construction of additional horse pens and plasma collection stations
are needed, and we plan to commence construction in 2026, with an estimated
construction period of approximately 18 months.
The table below sets forth the number of horses to be purchased each year based on
our current estimation, which is subject to changes based on our actual needs and
market conditions at the relevant time:
2026 2027 2028 2029 Total
Number of horses 1,100 1,400 500 500 3,500
➢ 15.7%, or approximately HK$53.3 million, will be used for the upgrades and optimization
of our technologies and processes, including:
. 7.3%, or approximately HK$24.8 million, will be used for the integration of
innovative technologies, including oct anoic acid purification, ion exchange
chromatography or pathogen-specific a ffinity chromatography, into our new
production lines to continue to improve our antiserum preparation processes, and
FUTURE PLANS AND USE OF PROCEEDS
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removing impurity proteins to further enhance the purity in manufacturing process,
thereby minimizing the potential adverse reactions and improving overall safety.
This initiative is expected to be substantially completed in 2028;
. 4.1%, or approximately HK$13.9 million, will be used for the scaling up of
innovative antigen development and te sting technologies in our new R&D and
pilot-scale manufacturing facility to support our development of new antiserum
products and, in the future, active immun ization products, enabling us to develop
specific antigens at a much quicker pace with greater safety and precision, in
response to emerging infectious diseases. This initiative is expected to be
substantially completed in 2028;
. 4.3%, or approximately HK$14.5 million, w ill be used for construction of a new
research and development center in Shenzhen, to explore opportunities to develop
new product candidates and recruit additional project managers, research assistants,
quality assurance and quality control personn el, and administrative staff to facilitate
its operation. We expect such new research and development center to commence
operations in 2028.
➢ 10.3%, or approximately HK$35.0 million, will be used for the reinforcement of our sales
and marketing capabilities, including:
. 4.7%, or approximately HK$16.0 million, will be used for recruitment of additional
sales and marketing personn el and conducting academic marketing activities for our
human pharmaceutical products;
. 5.6%, or approximately HK$19.0 million, will be used for recruitment of additional
sales and marketing personn el and conducting academic marketing activities for our
veterinary pharmaceutical products.
We plan to recruit additional sales personn el primarily for (i) academic marketing
activities to promote rational and standardized clinical use of our Human TAT to
further enhance our brand image and deepen our market penetration; and (ii)
preliminary market research and channel p lanning for upcoming product launches.
The table below sets forth the number of sales and marketing employees to be
recruited each year based on our current estimation, which is subject to changes
based on our actual needs and market conditions at the relevant time:
2026 2027 2028 2029 Total
Sales and marketing employees
for human pharmaceutical
products 15 15 20 25 75
Sales and marketing employees
for veterinary pharmaceutical
products 20 25 30 30 105
➢ 8.8%, or approximately HK$29.9 million, will be used for general working capital and
general corporate purposes.
The above allocation of the net proceeds from the Global Offering will be adjusted on a pro
rata basis in the event that the Offer Price is fi xed at a higher or lower level compared to the
mid-point of the indicative Offer Pri ce range stated in this prospectus.
If the Over-allotment Option is exercised in fu ll, the net proceeds that we will receive will be
approximately HK$396.7 million, assuming an Offe r Price of HK$11.20 per H Share (being the
mid-point of the indicative Offer Price range). I n 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.
FUTURE PLANS AND USE OF PROCEEDS
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To the extent that the net proceeds from the Global Offering are not immediately applied to the
above purposes and to the extent permitted by app licable law and regulati ons, we will only deposit
such funds in short-term interes t-bearing accounts at licensed c ommercial banks and/or other
authorized financial institutions (as defined under the Securities and Futures Ordinance or the
applicable laws and regulations in other jurisdict ions). We will issue an appropriate announcement if
there is any material change to the above use of proceeds.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
China International Capital Corpo ration Hong Kong Se curities Limited
China Merchants Securities (HK) Co., Limited
Futu Securities International (Hong Kong) Limited
Guosen Securities (HK) Brokerage Company, Limited
CMBC Securities Company Limited
Arta Asset Management Limited
UNDERWRITING
This prospectus is published solely in conn ection with the Hong Kong Public Offering. The
Hong Kong Public Offering is fully underwritten b y the Hong Kong Underwriters on a conditional
basis. The International Offering is expected to be fully underwritten by the International
Underwriters subject to the terms and condition s of the International Underwriting Agreement.
If, for any reason, the Offer Price is not agreed between the Joint Overall Coordinators (for
themselves and on behalf of the Underwriters) and our Company, the Global Offering will not
proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 3,623,500 Hong
Kong Offer Shares and the International Offering of initially 32,611,000 International Offer Shares,
subject, in each case, to reallocation on the basis as described in ‘‘Structure of the Global Offering’’
as well as to the Over-allotment Option in the case of the International Offering.
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agre ement, we are offering the Hong Kong Offer
Shares (subject to adjustment) for subscription by the public in Hong Kong in accordance with the
terms and conditions of this prospectus and the Hong Kong Underwriting Agreement at the Offer
Price.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal
in, the H Shares in issue and to be issued as mentioned in this prospectus (including the additional H
Shares which may be issued pursuant to the exerci se of the Over-allotment Option) on the Main
Board of the Stock Exchange and such approval not having been withdrawn and (b) certain other
conditions set forth in the Hong Kong Underwr iting Agreement (including the Joint Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and our Company
agreeing upon the Offer Price) being satisfied (or, as the case may be, waived), the Hong Kong
Underwriters have agreed severally but not jointl y to procure subscribers for, or themselves to
subscribe for, their respective applicable portions of the Hong Kong Offer Shares in aggregate, now
being offered which are not taken up under the Hong Kong Public Offering on the terms and
conditions of this prospectus and the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on and subject to, among other things,
the International Underwriting Agreement having been executed and becoming unconditional and
not having been terminated in accordance with its terms.
UNDERWRITING
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Grounds for termination
The Joint Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters)
and the Joint Sponsors may, in their sole and absolute discretion and upon giving notice in writing to
our Company, terminate the Hong Kong Underwriting Agreement with immediate effect at any time
prior to 8 : 00 a.m. on the Listing Date:
(1) there develops, occurs, exists or comes into force:
(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 cha nge in existing laws or regulations, or
the interpretation or application thereof by any court or any competent Authority
(as defined below) in or affecting Hon g Kong, the PRC, the United States and
Philippines, or other jurisdictions rele vant 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 series of
events or circumstances likely to result i n a change or prospective change, in any
local, national, regional or international financial, political, military, industrial,
economic, fiscal, legal, regulatory, c urrency, 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 devaluati on of the Hong Kong dollar, United States
dollar or Renminbi against any foreign currencies, a change in the system under
which the value of the Hong Kong dollar is linked to that of the United States dollar
or the Renminbi is linked to any foreign currency or currencies) or other financial
markets (including, without limitation, co nditions and sentiments in stock and bond
markets, money and foreign exchange mar kets, the inter-bank markets and credit
markets) in or affecting any Relevant Jurisd ictions, or affecting an investment in the
Offer Shares; or
(c) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of g overnment, declaration of a regional,
national or international emergency or wa r, calamity, crisis, economic sanctions,
strikes, labor disputes, other industrial act ions, lock-outs, fire, explosion, flooding,
tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public
disorder, paralysis in government oper ations, acts of war, epidemic, pandemic,
outbreak or escalation, mutation or aggravat ion of diseases, accident or interruption
or delay in transportation, local, nation al, 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 morat orium, suspension or limitation (including
without limitation, any imposition of or r equirement for any minimum or maximum
price limit or price range) on (i) 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 (ii) the
trading in any securities of our Company listed or quoted on a stock exchange or an
over-the-counter market; or
(e) the imposition or declaration of any gene ral moratorium on banking activities in or
affecting any of the Relevant Jurisdictio ns or any disruption in commercial banking
or foreign exchange trading or securities se ttlement or clearing services, procedures
or matters in or affecting any of the Relevant Jurisdictions; or
UNDERWRITING
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(f) other than with the prior written consent of the Joint Overall Coordinators, the issue
or requirement to issue by our 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
(g) the commencement by any administrative, governmental, legislative or regulatory
commission, board, body, authority o r agency, or any stock exchange,
self-regulatory organization or other non-governmental regulatory authority, or
any court, tribunal or arbitrator, in each case whether national, central, federal,
provincial, state, regional, municipal, lo cal, domestic, foreign or supranational,
including, without limitation, the CSRC, the Stock Exchange and the SFC
(‘‘Authority ’’) or other regulatory or political body or organization of any public
action or investigation against a member of our Group or a director, supervisor or
senior management member of any member of our Group or announcing an
intention to take any such action; or
(h) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any member of our Group or any of the Controlling Shareholders or
by or on any Relevant Jurisdiction, or th e withdrawal of trading privileges which
existed on the date of the Hong Kong Underwriting Agreement, in whatever form,
directly or indirectly, by, or for, any Relevant Jurisdiction; or
(i) any valid demand by creditors for payment or repayment of indebtedness of any
member of our Group or in respect of which any member of our Group is liable prior
to its stated maturity; or
(j) any non-compliance of the prospectus (or any other documents used in connection
with the contemplated offeri ng, allotment, issue, subscription or sale of any of the
Offer Shares), the CSRC filings or any aspect of the Global Offering with the Listing
Rules or any other applicable Laws; or
(k) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of our Group or any C ontrolling Shareholder or any Director or senior
management member of our Company as named in the prospectus; or
(l) any contravention by any member of our Group or any Director of the Listing Rules
or applicable Laws; or
(m) any change or prospective change, or a materialization of, any of the risks set out in
the section headed ‘‘Risk Factors’’ in the prospectus,
which, in any such case individually or in the a ggregate, in the sole and absolute opinion
of the Joint Sponsors and the Joint Overall Coordinators (for themselves and on behalf of
the Hong Kong Underwriters):
(i) has or will or may have a material adverse effect, whether directly or indirectly, on
the assets, liabilities, business, general affa irs, management, pro spects, shareholders’
equity, profits, losses, results of operati ons, position or condition, financial or
otherwise, or performance of our Company or our Group as a whole;
(ii) has or will or may have a material adverse effect on the success of the Global
Offering or the level of applications under the Hong Kong Public Offering or the
level of indications of interest under the International Offering; or
(iii) makes or will make or may make it impra cticable, inadvisable, inexpedient or
incapable for any material part of the Ho ng 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 th e delivery or distribution of the Offer
Shares on the terms and in the manner contemplated by the offering documents; or
UNDERWRITING
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(iv) has or will or may have the effect of making any part of the Hong Kong
Underwriting Agreement (in cluding underwriting) incapable of performance in
accordance with its terms or preventing the processing of applications and/or
payments pursuant to the Global Offering or pursuant to the underwriting thereof;
or
(2) there has come to the notice of the Joint Sponsors and the Joint Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) that:
(a) any statement contained in any of the o ffering documents, the CSRC filings and/or
any notices, announcements, advertisements, communications or other documents
issued or used by or on behalf of our Company in connection with the Hong Kong
Public Offering (including any supplement or amendment thereto) (the ‘‘ Global
Offering Documents ’’) was, when it was issued, or has become untrue, incorrect,
inaccurate in any respect or misleading; or that any estimate, forecast, expression of
opinion, intention or expectation contai ned 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 misstatement in any Global Offering Documents; or
(c) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the repres entations, warranties and undertakings
given by our Company or the Controlling Shareholders in the Hong Kong
Underwriting Agreement or the Intern ational Underwrit ing Agreement; or
(d) any event, act or omission which gives rise or is likely to give rise to any liability of
any of the Indemnifying Parties (as defined in the Hong Kong Underwriting
Agreement) pursuant to the indemnities in the Hong Kong Underwriting Agreement;
or
(e) any breach of any of the obligations or undertakings imposed upon our Company or
any party to the Hong Kong Underwriting Agreement, the International
Underwriting Agreement or the Cornerstone Investment Agreement (as
applicable); or
(f) there is any change or development involv ing a prospective change, constituting or
having a material adverse effect or any dev elopment involving a prospective material
adverse effect, on the profits, losses, results o f operations, assets, liabilities, general
affairs, business, manageme nt, performance, prospects, shareholders’ equity,
position or condition (financial, trading or otherwise) of our Group, taken as a
whole (‘‘Material Adverse Effect ’’); or
(g) that the chairman of the Board, any Director or any member of senior management
of our Company named in the prospectus seeks to retire, or is removed from office or
vacating his/her office; or
(h) any Director or any member of senior management of our Company named in the
prospectus is being charged with an indictable offence or prohibited by operation of
law or otherwise disqualified from tak ing part in the management or taking
directorship of a company; or
(i) any certificate given by our Company or any of its respective officers to the Joint
Overall Coordinators under or in connection with the Hong Kong Underwriting
Agreement or the Global Offering is false or misleading in any respect;
(j) our Company withdraws the prospectu s (and/or any other documents used in
connection with the subscription or sal e of any of the Offer Shares pursuant to the
Global Offering) or the Global Offering; or
(k) that the approval by the Listing Committee of the listing of, and permission to deal
in, the H Shares in issue and to be issued pursuant to the Global Offering (including
pursuant to any exercise of the Over-allo tment Option) is refused or not granted,
UNDERWRITING
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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
(l) any of the experts named in the prospectus (other than any of the Joint Sponsors)
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
(m) any prohibition on our Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Share s pursuant to the terms of the Global
Offering; or
(n) any person (other than the Joint Sponsors and the Joint Overall Coordinators) has
withdrawn or sought to withdraw its consent to being named in any of the offering
documents or to the issue of any of the offering documents; or
(o) an order or petition is presented for the winding-up or liquidation of any member of
our Group, or any member of our Group makes any composition or arrangement
with its creditors or enters into a scheme o f arrangement or any resolution is passed
for the winding-up of any member of our Group or a provisional liquidator, receiver
or manager is appointed over all or part of the assets or undertaking of any member
of our Group or anything analogous thereto occurs in respect of any member of our
Group; or
(p) (A) the notice of acceptance of the CS RC filings issued by the CSRC and/or the
results of the CSRC filings published o n the website of the CSRC is rejected,
withdrawn, revoked or invalidated; or (B) other than with the prior written consent
of the Joint Overall Coordinators, the issu e or requirement to issue by our Company
of a supplement or amendment to the CSRC filings pursuant to the CSRC Rules or
upon any requirement or request of the CSRC; or (C) any non-compliance of the
CSRC filings with the CSRC Rules or any other applicable Laws; or
(q) that (i) a material portion of the orders placed or confirmed in the bookbuilding
process or (ii) any investment commitment made by any cornerstone investor under
the Cornerstone Investment Agreement signed with such Cornerstone Investor, has
been withdrawn, terminated or cancelled.
Undertakings to the Stock Exchange pursuant to the Listing Rules
Undertakings by our Company
Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Stock Exchange that,
n of u r t h e rs h a r e so rs e c u r i t i e sc o n v e r t i b l ei n t oe quity securities of our Company (whether or not of a
class already listed) may be issued or sold or transf erred out of treasury or form the subject of any
agreement to such an issue, or sale or transfer out of treasury within six months from the date on
which securities of our Company first commence dealing on the Stock Exchange (whether or not
such issue of Shares or securities, or sale or transfer of treasury shares will be completed within six
months from the commencement of dealing), except for (a) the issue of Shares or securities pursuant
to the Global Offering (including the exercis e of the Over-allotment Option), or (b) for
circumstances permitted under Rule 10.08 of the Listing Rules.
Undertakings by the Con trolling Shareholders
Pursuant to Rule 10.07 of the Listing Rules, each of the Controlling Shareholders has
undertaken to the Stock Exchan ge and our Company that, except pursuant to the Global Offering
(including the Over-allotment Option), she/it will not and will procure that the relevant registered
holder(s) will not, either directly or indirectly:
(a) in the period commencing on the date by re ference to which disclosure of her/its
shareholding in our Company is made in this prospectus and ending on the date which is
six months from the Listing Date (the ‘‘ First Six-Month Period ’’), dispose of, nor enter
UNDERWRITING
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into any agreement to dispose of or otherwise create any options, rights, interests or
encumbrances in respect of, any of the securities of our Company in respect of which is
shown by the prospectus to be the beneficial owner; and
(b) in the period of six months commencing on the date on which the period referred to in
paragraph (a) above expires, dispose of, nor enter into any agreement to dispose of or
otherwise create any options, rights, inter ests or encumbrances in respect of, any of the
securities referred to in paragraph (a) abov e if, immediately following such disposal or
upon the exercise or enforcement of such options , rights, interests or encumbrances, she/it
would cease to be a ‘‘controllin g shareholder’’ (as defined in the Listing Rules) of our
Company.
Pursuant to Note 3 to Rule 10.07(2) of the Listin g Rules, each of the Controlling Shareholders
has undertaken to the Stock Exchange and our Company that, within the period commencing on the
date by reference to which disclosure of her/its shareholding in our Company is made in this
prospectus and ending on the date which is 1 2 months from the Listing Date, she/it will:
(a) when she/it pledges or charges any securities of our Company beneficially owned by her/it
in favor of any authorized institution (as de fined 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 for a
bona fide commercial loan, immediately inf orm our Company of such pledge or charge
together with the number of the secu rities so pledged or charged; and
(b) when she/it receives indications, either verbal or written, from the pledgee or chargee that
any of the pledged or charged securities will be disposed of, immediately inform our
Company of such indications.
Our Company will inform the Stock Exchange as soon as we have been informed of the matters
referred to in paragraphs (i) and (ii) above by any of the Controlling Shareholders and subject to the
then applicable requirements of the Listing Rule s disclose such matters by way of an announcement.
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Our Company, has undertaken to each of the Joint Sponsors, the Sponsor-Overall
Coordinators, the Joint Overall Coordinators, th e Joint Global Coordinators, the Capital Market
Intermediaries, the Joint Bookr unners, the Joint Lead Managers and the Hong Kong Underwriters
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, our Compa ny will not, without the prior written consent of
the Joint Sponsors and the Joint Overall Coordinators (for themselves and on behalf of the Hong
Kong Underwriters) and unless in compliance w ith the requirements of the Listing Rules:
(a) allot, issue, sell, accept subscription for, o ffer 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 (as defined in the Hong Kong Underwriting Agreement) over, either
directly or indirectly, conditionally or unconditionally, or repurchase, any legal or
beneficial interest in the share capital or any other securities of our Company or any
interest in any of the foregoing (including, wi thout limitation, any securities convertible
into or exchangeable or exercisable for or that represent the right to receive, or any
warrants or other rights to purc hase any share capital or other securities of our Company,
as applicable), or deposit any share capital or other securities of our Company, as
applicable, with a deposita ry in connection with the issue of depositary receipts; or
(b) enter into any swap or other arrangement t hat transfers to another, in whole or in part,
any of the economic consequences of ownership (legal or beneficial) of the H Shares or
any other securities of our Company, or any interest in any of the foregoing (including,
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without limitation, any securities convertib le into or exchangeable or exercisable for or
that represent the right to receive, or any warrants or other rights to purchase, any H
Shares); or
(c) enter into any transaction with the same eco nomic effect as any transaction described in
sub-paragraph (a) or (b) above; or
(d) offer to or agree to do any of the foregoing s pecified in sub-paragraph (a), (b) or (c) or
announce any intention to do so,
in each case, whether any of the foregoing transacti ons is to be settled by delivery of share capital or
such other securities, in cash or otherwise (whet her or not the issue of such share capital or other
securities will be completed within the First Six Month Period).
Our Company further agrees that, in the event our Company is allowed to enter into any of the
transactions described in sub-paragraph (a), (b) or (c) above or offers to or agrees to or announces
any intention to effect any such transaction duri ng the period of six months commencing on the date
on which the First Six Month Period expires (the ‘‘ Second Six Month Period ’’), our Company will
take all reasonable steps to ensure that such an issue or disposal will not, and no other act of our
Company will, create a disorderly or false mark et for any H Shares or other securities of our
Company.
The Controlling Sharehold ers have undertaken to each of the Joint Sponsors, the
Sponsor-Overall Coordinators, th e Joint Overall Coordinators, the Joint Global Coordinators, the
Capital Market Intermediaries, the Joint Bookru nners, the Joint Lead Managers and the Hong Kong
Underwriters that it/she shall procure our Co mpany to comply with the undertakings in this
paragraph.
Undertakings by the Con trolling Shareholders
Each of the Controlling Shareholders hereby u ndertakes to each of our Company, the Joint
Sponsors, the Sponsor-Overall Coordinators, the Joint Overall Coordinators, the Joint Global
Coordinators, the Capital Market Intermediaries, the Joint Bookr unners, the Joint Lead Managers
and the Hong Kong Underwriters that, without the prior written consent of the Joint Sponsors and
the Joint Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and
unless in compliance with the requ irements of the Listing Rules:
(a) it/she will not, and will procure that the relevant registered holder(s), any nominee or
trustee holding on trust for it/her and the co mpanies controlled by i t/her will not, at any
time during the First Six Month Period, (i) sell, offer to sell, accept subscription for,
contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant
or sell any option, warrant, contract or right to purchase, grant or purchase any option,
warrant, contract or right to sell, or othe rwise transfer or dispose of or create an
Encumbrance over, or agree to transfer or d ispose of or create an encumbrance over,
either directly or indirectly, conditiona lly or unconditionally, any H Shares or other
securities of our Company or any interest t herein (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 H Shares or any such other
securities, as applicable or any interest in any of the foregoing), or deposit any H Shares
or other securities of our Company with a depositary in connection with the issue of
depositary receipts, or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership (legal or
beneficial) of any H Shares or other securities of our Company or any interest therein
(including, without limitation, any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights to
purchase, any H Shares or any such other securities, as applicable or any interest in any of
the foregoing), or (iii) enter into any transaction with the same economic effect as any
transaction specified in this sub-paragraph ( a)(i) or (ii) above, or (iv) offer to or agree to
or announce any intention to effect any transac tion specified in this sub-paragraph (a)(i),
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(ii) or (iii) above, in each case, whether any of the transactions specified in this
sub-paragraph (a)(i), (ii) or (iii) above is t o be settled by delivery of H Shares or other
securities of our Company or in cash or otherwise, and whether or not the transactions
will be completed within the First Six Month Period; and
(b) it/she will not, during the Second Six Month Period, enter into any of the transactions
specified in the sub-paragraph (a) (i), (ii) or (iii) above or offer to or agree to contract to
or publicly announce any intention to effect any such transaction if, immediately
following any sale, transfer or disposal or upon the exercise or enforcement of any option,
right, interest or encumbrance pursuan t to such transaction, it will cease to be a
Controlling Shareholder of our Company or a member of a group of the Controlling
Shareholders of our Company or would togeth er with the other Controlling Shareholders
cease to be ‘‘Controlling Shareho lders’’ of our Company; and
(c) until the expiry of the Second Six Month Period, in the event that it enters into any of the
transactions specified in the sub-paragraph ( a) (i), (ii) or (iii) or offer to or agrees to or
contract to or publicly announce any intention to effect any such transaction, it/she will
take all reasonable steps to ensure that such a d isposal will not create a disorderly or false
market in the securities of our Company.
The restrictions in this paragraph shall not prevent the Controlling S hareholders from (i)
purchasing additional H Shares or other securities of our Company and disposing of such additional
HS h a r e so rs e c u r i t i e so fo u rC o m p a n yi na c c o r d a n c ewith the Listing Rules, provided that any such
purchase or disposal does not contravene the lock-up arrangements with the Controlling
Shareholders referred to in this paragraph or the compliance our Company with the requirements
in relation to the public float and free float under the Listing Rules, and (ii) using the H Shares or
other securities of our 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, provided that
(a) the relevant Controlling Shareholder will imme diately inform our Company and the Joint Overall
Coordinators in writing of such pledge or charge together with the number of H Shares or other
securities of our Company so pledged or charged if and when it/she or the relevant registered
holder(s) pledges or charges any H Shares or other securities of our Company beneficially owned by
it/her, and (b) when the relevant Controlling Share holder receives indications, either verbal or
written, from the pledgee or chargee of any H Shares that any of the pledged or charged H Shares or
other securities of our Company will be disposed of, it/she will immediately inform our Company
and the Joint Overall Coordinators of such indications.
Our Company has undertaken to the Joint Sponsors, the Sponsor-Overall Coordinators, the
Joint Overall Coordinators, the Jo int Global Coordinators, the Cap ital Market Intermediaries, the
Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that upon receiving
such information in writing from the Controlling S hareholders, we will, as soon as practicable and if
required pursuant to the Listing Rules, the SFO and /or any other applicable laws, notify the Stock
Exchange and/or other relevant authorities, and make a public disclosure in relation to such
information by way of an announcement.
Indemnity
Our Company and the Controlling Shareholder s have agreed to indemnify, among the others,
the Joint Sponsors, the Joint Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers and the Ho ng Kong Underwriters for certain losses which
they may suffer, including, amongs t others, losses arising from their p erformance of their obligations
under the Hong Kong Underwriting Agreement and any breach by our Company of the Hong Kong
Underwriting Agreement.
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Hong Kong Underwriters’ Interests in our Company
Except for their obligations under the Hong Kong Underwriting Agreement, the Hong Kong
Underwriters do(es) not have any shareholding interest in our Company or any right or option
(whether legally enforceable or not) to subscribe fo r or nominate persons to subscribe for securities
in our Company or any member of our Group.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain porti on of the H Shares as a result of fulfilling their
obligations under the Hong Kong Underwriting Agreement.
International Offering
International Underwriting Agreement
In connection with the International Offeri ng, it is expected that we will enter into the
International Underwriting Agreement with the Controlling Shareholders, the Joint Overall
Coordinators, Joint Global Coordinators and the International Underwriters. Under the
International Underwriting Agreement, subject to the conditions set forth therein, the
International Underwriters woul d agree to purchase, or procure subscribers to purchase, the Offer
Shares being offered pursuant to the Internatio nal Offering (subject to, amongst others, any
reallocation between the International Offering and the Hong Kong Public Offering). It is expected
that the International Underwriting Agreemen t may be terminated on similar grounds as the Hong
Kong Underwriting Agreement. Potential investors are reminded that in the event that the
International Underwriting Agreement is not ent ered into, the Global Offering will not proceed.
Over-allotment Option
Our Company expects to grant to the International Underwriters, exercisable in whole or in
part by the Joint Overall Coordinators at their sole and absolute discretion (for themselves and on
behalf of the International Underwriters), the Over-allotment Option, which will be exercisable from
the Listing Date until 30 days after the last day for the lodging of applications under the Hong Kong
Public Offering, to require our Company to issue and allot, up to an aggregate of 5,435,000 H
Shares, representing no more than 15.0% of the ini tial Offer Shares, at the Offer Price under the
International Offering, to cover over-alloca tions in the International Offering, if any.
Commissions and Expenses
All of the Capital Market Intermediaries in the Global Offering will receive an underwriting
commission (the ‘‘ Fixed Fees ’’) at the rate of 3.0% of the aggregate gross proceeds from the Global
Offering (including any proceeds arising from e xercise of any Over-allotment Option) (the ‘‘ Gross
Proceeds ’’). In addition, our Company may, at our sole and absolute discretion, to pay any one or
more of Capital Market Intermediaries an incen tive fee of an aggregate of up to 1.5% of the Gross
Proceeds (the ‘‘ Discretionary Fees ’’). Assuming the Discretionary Fees are paid in full, the ratio of
Fixed Fees and Discretionary Fees payable to Cap ital Market Intermediaries is approximately
40.66 : 59.34 (based on low-end of the indicative O ffer Price range). For unsubscribed Hong Kong
Offer Shares reallocated to the In ternational Offering, we will pa y an underwriting commission at
the rate applicable to the International Offering and such commission will be paid to the relevant
International Underwriters and not the Hong Kong Underwriters.
The aggregate underwriting commis sions, incentive fee (if any), do cumentation fee, listing fees,
Stock Exchange trading fee and transaction levy, legal and other professional fees, and printing and
o t h e re x p e n s e si nr e l a t i o nt ot h eG l o b a lO f f e r i n gare estimated to amount to approximately HK$67.0
million in total (based on the Offer Price of HK$11.20 per Offer Share, being the mid-point of the
indicative Offer Price range of HK$9.33 to HK$13.06 per Offer Share and assuming the
Over-allotment Option is not exercised), and are payable by our Company.
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ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offeri ng and the International Offering (together,
the ‘‘Syndicate Members ’’) and their affiliates may each individu ally undertake a variety of activities
(as further described below) which do not form p art of the underwriting or stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. T hese entities engage in a wide range of commercial
and investment banking, brokerage, funds mana gement, 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 the ir 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 acti vities may involve or relate to assets, securities
and/or instruments of our Company and/or perso ns and entities with relationships with our
Company and may also include swaps and other fin ancial instruments entered into for hedging
purposes in connection with the Group’s loans and other debt.
In relation to the H Shares, those activities co uld include acting as agent for buyers and sellers
of the H Shares, entering into transactions with t hose buyers and sellers in a principal capacity,
proprietary trading in the H Shares, and entering into over the counter or listed derivative
transactions or listed and unlisted securities tra nsactions (including issuing securities such as
derivative warrants listed on a stock exchang e) which have as their underlying assets, assets
including the H Shares. Those activities may requir e hedging activity by those entities involving,
directly or indirectly, the buying and selling of t he H Shares. All such activity could occur in Hong
Kong and elsewhere in the world and may result in the Syndicate Members and their affiliates
holding long and/or short positions in 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 th eir affiliates of any listed securities having the
H Shares as their underlying securities, whether on the Stock Exchange or on any other stock
exchange, the rules of the exchange may require the i ssuer of those securities (or one of its affiliates
or agents) to act as a market maker or liquidity prov ider in the security, and this will also result in
hedging activity in the H Shares in most cases.
All such activities may occur both during and a fter the end of the stabilizing period described in
the section headed ‘‘The Structure of the Global O ffering’’ in this prospectus. Such activities may
affect the market price or value of the 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 restrictio ns, including the following:
. the Syndicate Members (other than the Stab ilizing Manager or any person acting for it)
must not, in connection with the distribution o f 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 marke t or otherwise, with a view to stabilizing or
maintaining the market price of any of the O ffer Shares at levels other than those which
might otherwise prevail in the open market; and
. the Syndicate Members must comply with all a pplicable laws and reg ulations, including
the market misconduct provisions of the SFO, in cluding the provisions prohibiting insider
dealing, false trading, price rigging and stock market manipulation.
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Certain of the Syndicate Members or their resp ective affiliates have provided from time to time,
and expect to provide in the future, investment banking and other services to our Company and its
affiliates for which such Syndicate Members or thei r respective affiliates have received or will receive
customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
JOINT SPONSORS’ INDEPENDENCE
Each of the Joint Sponsors satisfies the independence criteria applicable to sponsors set out in
Rule 3A.07 of the Listing Rules.
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THE GLOBAL OFFERING
This prospectus is published in connection wit h the Hong Kong Public Offering as part of the
Global Offering. The Global Offering comprises:
(1) the Hong Kong Public Offering of 3,623,500 H Shares (subject to adjustment as
mentioned below) for subscription by the public in Hong Kong as described in the
paragraph headed ‘‘— The Hong Kong Public Offering’’ below; and
(2) the International Offering of 32,611,00 0 H Shares (subject to reallocation and the
Over-allotment Option as mentioned belo w) outside the United States (including
professional and institutional investors within Hong Kong) in offshore transactions in
reliance on Regulation S or any other availabl e exemption from registration under the
U.S. Securities Act, as described in the parag raph headed ‘‘— the International Offering’’
below.
Investors may apply for the Hong Kong Offer Shares under the Hong Kong Public Offering or
indicate an interest, if qualified to do so, for the International Offer Shares under the International
Offering, but may not do both.
The Offer Shares will represent approximately 11.75% of the enlarged issued share capital of
our Company immediately after completion of the Global Offering without taking into account the
exercise of the Over-allotment Option. If the Ove r-allotment Option is exercised in full, the Offer
Shares will represent approximately 13.28% of t he enlarged issued share capital of our Company
immediately after completion of the Global Offering and the exercise of the Over-allotment Option
as set out in ‘‘— The International Offering — Over-allotment Option’’ below.
References in this prospectus to applications, application monies or the procedure for
application relate solely to the Hong Kong Public Offering.
T h en u m b e ro fO f f e rS h a r e st ob eo f f e r e du n der the Hong Kong Public Offering and the
International Offering, respectively, may be subject to reallocation as described in ‘‘— The Hong
Kong Public Offering — Reallocation’’ below.
THE HONG KONG PUBLIC OFFERING
Number of Hong Kong Offer Shares Initially Offered
We are initially offering 3,623,500 H Shares for subscription by the public in Hong Kong at the
Offer Price, representing approximately 10.0% of the total number of the Offer Shares initially
available under the Global Offering. Subject to the reallocation of the Offer Shares between the
International Offering and the Hong Kong Pub lic Offering, the Hong Kong Offer Shares will
represent approximately 1.18% of the enlarged issued share capital of our Company immediately
following the completion of the Global Offeri ng (assuming the Over-allotment Option is not
exercised).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to
institutional and professional investors. Professi onal investors generally include brokers, dealers,
and companies (including fund managers) whose ordinary business involves dealing in shares and
other securities, and corporate entities which r egularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions as set forth in ‘‘—
Conditions of the Global Offering’’ below.
Allocation
Allocation of the Offer Shares to investors under the Hong Kong Public Offering will be based
solely on the level of valid applications received under the Hong Kong Public Offering. The basis of
allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for by
applicants. Such allocation could, where appropriate, consist of balloting, which would mean that
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some applicants may receive a higher allocation than the others who have applied for the same
number of the Hong Kong Offer Shares, and those applicants who are not successful in the ballot
may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of the Offer Shares initially available under the
Hong Kong Public Offering (after taking into acco unt any allocation) is to be divided into two pools
(with any odd board lots being a llocated to Pool A): Pool A and Pool B. Accordingly, the maximum
number of Hong Kong Offer Shares initially in Pool A and Pool B will be 1,812,000 and 1,811,500,
respectively. The Hong Kong Offer Shares in Pool A will be allocated on an equitable basis to valid
applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price of
HK$5 million (excluding the brokerage, SFC transac tion levy, AFRC transaction levy and the Stock
Exchange trading fee payable) or less. The Offer Shares in Pool B will be allocated on an equitable
basis to valid applicants who have applied for Offe r Shares with an aggregate subscription price of
more than HK$5 million (excluding the brokerage, S FC transaction levy, AFRC transaction levy
and the Stock Exchange trading fee payable) and up to the total value of Pool B.
Investors should be aware that applications in Pool A and applications in Pool B may receive
different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the pools are
under-subscribed, the surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy
demand in that other pool and be allocated accordingly. For the purpose of this subsection only, the
‘‘price’’ for the Hong Kong Offer Shares means the price payable on application therein (without
regard to the Offer Price as finally determined). Applicants can onl y receive an allocation of the
Offer Shares from either Pool A or Pool B but not from both pools.
Multiple or suspected multiple applications an d any application for more than 1,811,500 Hong
Kong Offer Shares (being approximately 50% of the 3,623,500 Hong Kong Offer Shares initially
available under the Hong Kong Public Offering) are liable to be rejected.
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 Joint Overall Coordinators. Subject to the allocation cap described in the subsequent paragraph,
the Joint Overall Coordinators may in their discret ion reallocate Offer Shares from the International
Offering to the Hong Kong Public Offering to satisf y valid applications under the Hong Kong Public
Offering. In addition, if the Hong Kong Public Offering is not fully subscribed, the Overall
Coordinators 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 reallo cated to the Hong Kong Public Offering will be
allocated between Pool A and Pool B and the numbe r of Offer Shares allocated to the International
Offering will be correspondingly reduced in such manner as the Joint Overall Coordinators deem
appropriate. In the event of reallocation of Offer Shares between the International Offering and the
Hong Kong Public Offering in the circumstances wh ere (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 t imes; 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 1,811,500 Offer Sha res may be reallocated from the International
Offering to the Hong Kong Public Offering, so tha t the total number of Offer Shares available for
subscription under the Hong Kong Public Offeri ng will increase up to 5,435,000 Offer Shares,
representing approximately 15% of the number of Offe r Shares initially available under the Global
Offering (before exercise of the Over-allotment Opt ion) and the final Offer Price shall be fixed at the
bottom end of the indicative price range (i.e. HK $9.33 per Offer Share) in accordance with Chapter
4.14 of the Guide for New Listing Applicants. In t he circumstance where the International Offer
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Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are undersubscribed,
there will be no reallocation from the Internation al 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 Sha res to the Hong Kong Public Offering and the
International Offering follows M echanism B set out under paragraph 2 of Chapter 4.14 of the Guide
and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory
clawback or reallocation mechanism is required t o increase the number of Offer Shares under the
Hong Kong Public Offering to a cer tain percentage of the total numb er of Offer Shares offered under
the Global Offering.
Details of any reallocation of Offer Shares b etween the Hong Kong Public Offering and the
International Offering will be disclosed in the re sults announcement of the Global Offering, which is
expected to be published on Monday, June 29, 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 Underwriters 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/her that he/she and any person(s)
for whose benefit he/she is making the application have not applied for or taken up, or indicated an
interest for, and will not apply for or take up, or in dicate an interest for, any Offer Shares under the
International Offering, and such ap plicant’s application under the Int ernational Offering is liable to
be rejected if the said undertaking and/or confirmation is breached and/or untrue (as the case may
be).
Applicants under the Hong Kong Public Offe r i n gm a yb er e q u i r e dt op a y ,o na p p l i c a t i o n
(subject to application channels), the maximum p rice of HK$13.06 per Offer Share in addition to the
brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy payable on
each Offer Share. If the Offer Price, as finally determined in the manner described in the paragraph
headed ‘‘— Pricing and Allocation’’ below, is le ss than the maximum price of HK$13.06 per Offer
Share, appropriate refund payments (including the brokerage, SFC transaction levy, Stock Exchange
trading fee and AFRC transaction levy attributab le to the surplus application monies) will be made
to successful applicants (subject to application channels), without interest. Further details are set out
in the section headed ‘‘How to Apply for Hong Kong Offer Shares’’ in this prospectus.
THE INTERNATIONAL OFFERING
Number of International Offer Shares Initially Offered
The International Offering will consist of a n initial offering of 32,611,000 Offer Shares,
representing approximately 90.0% of the total num ber of Offer Shares initially available under the
Global Offering and approximately 10.57% of the enlarged issued share capital of our Company
immediately following the completion of the Globa l Offering subject to the reallocation of Offer
Shares between the International Offering and the Hong Kong Public Offering and assuming that the
Over-allotment Option is not exercised. The International Offering will be offered by us outside of
the United States in reliance on Regulation S.
Allocation
The International Offering will include selecti ve marketing of Offer Shares to institutional and
professional investors and other investors anticipated to have a sizeable demand for such Offer
Shares. Professional investors generally includ e brokers, dealers, companies (including fund
managers) whose ordinary business involves dealing in shares and other securities and corporate
entities which regularly invest in shares and other securities. Alloc ation of Offer Shares pursuant to
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the International Offering will be effected in accordance with the ‘‘book-building’’ process described
in the paragraph headed ‘‘— Pricing and Allocation’’ below and based on a number of factors,
including the level and timing of demand, the total size of the relevant investor’s invested assets or
equity assets in the relevant sector and whether or n o ti ti se x p e c t e dt h a tt h er e l e v a n ti n v e s t o ri s
likely to buy further Offer Shares, and/or hold or se ll its Offer Shares, after the listing of the Offer
Shares on the Stock Exchange. Such allocation is in tended to result in a distribution of the Offer
Shares on a basis which would lead to the establis hment of a solid professional and institutional
shareholder base to the benefit of our Company and the Shareholders as a whole.
The Joint Overall Coordinators (for themselves and on behalf of the Underwriters) may require
any investor who has been offered O ffer Shares under the International Offering, and who has made
an application under the Hong Kong Public Offering , to provide sufficient information to the Joint
Overall Coordinators so as to allow them to ident ify the relevant applicat ions 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 the Offer Shares to be issued or sold pursuant to the International Offering
may change as a result of the reallocation arra ngement described in ‘‘— The Hong Kong Public
Offering — Reallocation’’ above, the exercise o f the Over-allotment Option in whole or in part
and/or any reallocation of unsubscribed Offer S hares originally included in the Hong Kong Public
Offering and the International Offering.
Over-allotment Option
Our Company expects to grant to the International Underwriters, exercisable in whole or in
part by the Joint Overall Coordinators at their sole and absolute discretion (for themselves and on
behalf of the International Underwriters), the Over-allotment Option, which will be exercisable from
the Listing Date until 30 days after the last day for the lodging of applications under the Hong Kong
Public Offering, to require our Company to allo t and issue, up to an aggregate of 5,435,000 Offer
Shares, representing no more than 15.0% of the Offe r Shares initially available under the Global
Offering, at the Offer Price, to cover over-alloca tions in the International Offering, if any. If the
Over-allotment Option is exercised in full, the a dditional Offer Shares to be issued pursuant thereto
will represent approximately 1.73% of the total n umber of Shares in issue immediately following the
completion of the Global Offering and the exer cise of the Over-allotment Option. If the
Over-allotment Option is exercis ed, an announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution of
securities. To stabilize, the underwriters may bid f or, or purchase, the newly issued securities in the
secondary market, during a specified period of time, t o retard and, if possible, prevent any decline in
the market price of the securities below the offer p rice. Such transactions may be effected in all
jurisdictions where it is permissible to do so, in ea ch case in compliance with all applicable laws and
regulatory requirements, including those of Hong Kong. In Hong Kong, the price at which
stabilization is effected is not per mitted to exceed the offer price.
In connection with the Global Offering, the St abilizing Manager, its affiliates or any person
acting for it, on behalf of the Underwriters, may ove r-allocate or effect transactions with a view to
stabilizing or supporting the market price of the H Shares at a level higher than that which might
otherwise prevail for a limited period after the Li sting Date, to the extent permitted by applicable
laws of Hong Kong or elsewhere. However, there is no obligatio n on the Stabilizing Manager, its
affiliates or any persons acting for it, to conduct any such stabilizing action. Such stabilization
action, if taken, (a) will be conducted at the absolu te discretion of the Stabilizing Manager (or any
person acting for it) and in what the Stabilizing Man ager reasonably regards as the best interest of
our Company, (b) may be discontinued at any time and (c) is required to be brought to an end within
30 days of the last day for lodging applications under the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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Stabilizing action permitted in Hong Kong pursu ant to the Securities and Futures (Price
Stabilizing) Rules (Chapter 571W of the Law s of Hong Kong), as amended, includes (i)
over-allocation for the purpose of preventing or minimizing any reduction in the market price of
the H Shares, (ii) 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 re duction in the market price of the H Shares, (iii)
purchasing or subscribing for, or agreeing to purchase or subscribe for, the H Shares pursuant to the
Over-allotment Option in order to close out any p osition established under (i) or (ii) above, (iv)
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 t he H Shares, (v) selling or agreeing to sell any H
Shares in order to liquidate any position established as a result of those purchases and (vi) offering
or attempting to do anything as described i n paragraph (ii), (iii), (iv) or (v) above.
Specifically, prospective app licants for and investors in the Offer Shares should note that:
. the Stabilizing Manager, its affiliates or an y person acting for it may, in connection with
the stabilizing action, maintain a long position in the H Shares;
. there is no certainty regarding the extent to which and the time or period for which the
Stabilizing Manager, its affiliates or any perso n acting for it, will maintain such a long
position;
. liquidation of any such long position by th e Stabilizing Manager, its affiliates or any
person acting for it may have an adverse impact on the market price of the H Shares;
. no stabilizing action can be taken to support the price of the H Shares for longer than the
stabilizing period which will begin on the Listing Date, and is expected to expire on
Saturday, July 25, 2026, being the 30th day afte r the date of closing of the application lists
under the Hong Kong Public Offering. After thi s date, when no further stabilizing action
may be taken, demand for the H Shares, and therefore the price of the H Shares, could
fall;
. the price of the H Shares cannot be assured to stay at or above the Offer Price by the
taking of any stabilizing action; and
. stabilizing bids may be made or transactions e ffected in the course of the stabilizing action
at any price at or below the Offer Price, whi ch means that stabilizing bids may be made or
transactions effected at a price below the pric e paid by applicants for, or investors in, the
HS h a r e s .
In effecting stabilization actions, the Stab ilizing Manager (or any person acting for it) may
arrange cover up to an aggregate of 5,435,000 additional H Shares, representing not more than
15.00% of the Offer Shares initially available und er the Global Offering, through delayed delivery
arrangements with Cornerstone Investor and/or o ther investors who have been offered Offer Shares
under the International Offering. Both the size of such cover and the extent to which the
Over-allotment Option can be exercised will depe nd on whether sufficient number of H Shares will
be made available under delayed delivery arrangeme nts. There will be no stabilization actions and no
exercise of the Over-allotment Option should n o investors be willing to enter into such delayed
delivery arrangements. The delayed delivery arrang ement (if specifically agreed with an investor)
relates only to the delay in delivery of our Offer Sha res to such investor. The Offer Price for the Offer
Shares to be allocated to such investor will be fully pa id before the Listing; accordingly, there will be
no delay in the settlement of payment for the Offer Shares.
Our Company will ensure or procure that an announcement in compliance with the Securities
and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) will be made within
seven days of the expiration of the stabilization period.
Over-allocation
Following any over-allocation of H Shares in connection with the Global Offering, the Joint
Overall Coordinators, their affiliates or any perso n acting for them may cover such over-allocation
by using H Shares purchased by the Stabilizing Man ager, its affiliates or any person acting for it in
the secondary market, exercising the Over-allotment Option in full or in part, or by a combination of
STRUCTURE OF THE GLOBAL OFFERING
–2 8 4–


--- page 294 ---
these means. Any such purchases will be made in acco rdance with the laws, rules and regulations in
place in Hong Kong on stabilization. The number o f H Shares which can be over-allocated will not
exceed the number of the H Shares which may be allo tted and/or issued pursuant to the exercise in
full of the Over-allotment Option, being 5,435,000 H Shares, representing no more than 15.0% of the
Offer Shares initially availa ble under the Global Offering.
PRICING AND ALLOCATION
The International Underwriters will be solicit ing from prospective investors indications of
interest in acquiring Offer Share s in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the International
Offering they would be prepared to acquire either at different prices or at a particular price. This
process, known as ‘‘book-building,’’ is expected to continue up to, and to cease on or about, the last
day for lodging applications unde r the Hong Kong Public Offering.
The Offer Price is expected to be fixed by agr eement between our Company and the Joint
Overall Coordinators on the Price Determinatio n Date, which is expected to be on Friday, June 26,
2026 and in any event no later than 12 : 00 noon on Friday, June 26, 2026.
The Offer Price will not be more than HK$13.06 per Offer Share and is expected to be not less
than HK$9.33 per Offer Share unless otherwise announced, as further explained below, not later
than the morning of the last day for lodging applications under the Hong Kong Public Offering.
Applicants under the Hong Kong Public Offering may be required to pay, on application (subject to
application channels), the maximum Offer Pri ce of HK$13.06 per Offer Share plus brokerage of
1.0%, SFC transaction levy of 0.0027%, the AFRC Transaction Levy of 0.00015%, and Stock
Exchange trading fee of 0.00565%, amounting to a total of HK$6,595.86 for one board lot of 500 H
Shares.
Prospective investors should be aware that the Offer Price to be determined on the Price
Determination Date may be, but is not expected to be, lower than the indicative Offer Price range
stated in this prospectus.
If, for any reason, the Offer Price is not agreed between the Joint Overall Coordinators (for
themselves and on behalf of the Underwriters) and us by 12 : 00 noon on Friday, June 26, 2026, the
Global Offering will not proceed and will lapse.
The Joint Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters)
may, where considered appropriate, based on th e level of interest expressed by prospective
professional and institutional investors during the book-building process, and with our consent,
reduce the number of Offer Shares and/or the indi cative Offer Price range below 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 f ollowing 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 our Company and the Stock
Exchange at
www.jxswzp.cn and www.hkexnews.hk , respectively, notices of the reduction. Our
Company will also, as soon as practicable foll owing the decision to make such change, issue a
supplemental prospectus updating investors of the change in the number of Offer Shares being
offered under the Global Offering and/or the Offe r Price. The Global Offering must first be canceled
and subsequently relaunched on FINI pursuant to the supplemental prospectus. Upon the issue of
such a notice and supplemental prospectus, the revised number of Offer Shares and/or the Offer
Price will be final and conclusive and the Offer Price, if agreed upon by the Joint Overall
Coordinators (for themselves and on behalf of the Underwriters) and our Company, will be fixed
within such revised Offer Price.
STRUCTURE OF THE GLOBAL OFFERING
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If there is any change to the offer size due to ch ange in the number of Offer Shares offered in
the Global Offering (other than pursuant to the reallocation mechanism as disclosed in this
prospectus), or change to the Offer Price which l eads to the resulting price falling outside the
indicative 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, our Company is required to cancel the Global Offering and issue a supplemental
prospectus or a new prospectus and subsequently relaunch the Global Offering on FINI pursuant to
the supplemental prospectus.
In the absence of any such announcement or supplemental or new prospectus, the number of
Offer Shares will not be reduced and/or the O ffer Price, if agreed upon by the Joint Overall
Coordinators (on behalf of the Underwriters) and our Company, will under no circumstances be set
outside the Offer Price Range as stated in this prospectus.
In the event of a reduction in the number of Offer Shares, the Joint Overall Coordinators (for
themselves and on behalf of the other Underwriters) may, at their discretion, reallocate the number
of Offer Shares to be offered in the Hong Kong Pub lic Offering and the International Offering in
accordance with Chapter 4.14 of the Guide for New Listing Applicants published by the Stock
Exchange and paragraph 4.2 of Practice Note 18 of the Listing Rules, provided that the number of
Offer Shares comprised in the Hong Kong Public Offering shall not be less than 10% of the total
number of Offer Shares available under the Global O ffering. Subject to the foregoing paragraph, the
Offer Shares to be offered in the Hong Kong Public Offering and the Offer Shares to be offered in
the International Offering may, in certain circums tances, be reallocated between these offerings at
the discretion of the Joint Overall Coordinators (for themselves and on behalf of the other
Underwriters).
The final Offer Price, the level of indications of i nterest in the International Offering, the level
of applications in the Hong Kong Public Offering, the basis of allocations of the Hong Kong Offer
Shares and the results of allocations in the Hong Kong Public Offering are expected to be made
available through a variety of channels in the man ner described in the section headed ‘‘How to Apply
for Hong Kong Offer Shares — A. Applications for the Hong Kong Offer Shares — 7. Publication of
Results’’ in this prospectus.
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms of the Hong Kong Underwriting Agreement and is conditional upon the International
Underwriting Agreement being signed and becoming unconditional.
We expect that we will enter into the Internatio nal Underwriting Agreement relating to the
International Offering on the Price Determination Date.
The underwriting arrangements under the H ong Kong Underwriting Agreement and the
International Underwriting Agree ment are summarized in the section headed ‘‘Underwriting’’ in this
prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptances of all applications for Offer Shares will be conditional on:
(1) the Listing Committee granting the 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 Offer
Shares which may be issued pursuant to the exercise of the Over-allotment Option) and
any H Shares to be converted from Domestic Shares as mentioned herein on the Main
Board of the Stock Exchange and such approval not subsequently having been withdrawn
or revoked prior to the Listing Date;
STRUCTURE OF THE GLOBAL OFFERING
–2 8 6–


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(2) the Offer Price having been duly determined between our Company and the Joint Overall
Coordinators (for themselves and on behalf of the Underwriters);
(3) the execution and delivery of the Internat ional Underwriting Agreement on or about the
Price Determination Date; and
(4) the obligations of the Underwriters under ea ch of the respective Underwriting Agreements
becoming and remaining unconditional and n ot having been terminated in accordance
with the terms of the respective Underwriting Agreements;
in each case on or before the dates and times specified in the respective Underwriting Agreements
(unless and to the extent such conditions are validly waived on or before such dates and times).
If, for any reason, the Offer Price is not agreed between our Company and the Joint Overall
Coordinators at or before 12 : 00 noon on Friday, June 26, 2026, the Global Offering will not proceed
and will lapse.
The consummation of each of the Hong Kong Public Offering and t he International Offering is
conditional upon, among other things, the other offering becoming unconditional and not having
been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the times and dates specified, the
Global Offering will lapse and the S tock Exchange will be notified immediately. We will as soon as
possible publish or cause to be published a notice of the lapse of the Hong Kong Public Offering on
the website of our Company (
www.jxswzp.cn ) and the website of the Stock Exchange
(www.hkexnews.hk ). In such eventuality, all application mon ies will be returned, without interest,
on the terms set forth in the section headed ‘ ‘How to Apply for Hong Kong Offer Shares — A.
Applications for The Hong Kong Offer Shares — 10. Dispatch/Collection of H Share Certificates
and Refund of Application Monies’’ in this prospec tus. In the meantime, all application monies will
be held in separate bank account(s) with the receiving banks or other bank(s) in Hong Kong licensed
under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), as amended.
H Share certificates issued in respect of the Hong Kong Offer Shares will only become valid at
8 : 00 a.m. on the Listing Date provided that the Global Offering has become unconditional in all
respects (including the Underwriting Agreement s not having been terminated in accordance with
their terms) at any time prior to 8 : 00 a.m. on the Listing Date.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee for th e 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 H Shares
which may be issued pursuant to the exercise of th e Over-allotment Option) and any H Shares to be
converted from Domestic Shares as mentioned herein.
Save as disclosed in the prospectus, no part of our Company’s share or loan capital is listed on
or dealt in on any other stock exchange and no such listing or permission to deal is being or proposed
to be sought in the near future.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock
Exchange and compliance with the stock admi ssion 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 Listing Date or on any other date as dete rmined 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 activitie s under CCASS are subject to the General Rules of
HKSCC and HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made to enable the H Shares to be admitted into CCASS.
Investors should seek the advice of their stockbroker or other professional advisor for details of
those settlement arrangements and how such arrang ements will affect their rights and interests.
STRUCTURE OF THE GLOBAL OFFERING
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DEALING IN THE H SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8 : 00 a.m. in
Hong Kong on Tuesday, June 30, 2026, it is expected that dealings in the H Shares on the Stock
Exchange will commence at 9 : 00 a.m. on Tuesday, June 30, 2026.
The H Shares will be traded on the Main Board of the Stock Exchange in board lots of 500 H
Shares each. The stock code of the H Shares will be 6915.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 298 ---
IMPORTANT NOTICE TO INVESTORS:
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. We will not provide any printed copies of this prospectus for
use by the public.
This prospectus is available at the website of the Hong Kong Stock Exchange at
www.hkexnews.hk under the ‘‘HKEXnews > New Listings > New Listing Information’’ section,
and our website at www.jxswzp.cn . If you require a printed copy of this prospectus, you may
download and print from the website addresses above.
The contents of the electronic version of the 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.
A. APPLICATIONS FOR THE HONG KONG OFFER SHARES
1. Who Can Apply
Eligibility for the Application
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit
you are applying:
. are 18 years of age or older; and
. have a Hong Kong address (for the HK eIPO White Form service only) ;a n d
. are outside the United States, and are not a United States Person (as defined in
Regulation S under the U.S. Securities Act).
Unless permitted by the Listing Rules or any relevant waivers that have been granted
by the Hong Kong Stock Exchange, 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 beneficial owner of any Shares in the Company and/or any of its
subsidiaries;
. are a Director or chief executive offi cer of the Company and/or any of its
subsidiaries;
. are a close associate (as defined in the Listing Rules) of any of the above; or
. are a connected person (as defined in the Listing Rules) of our Company or will
become a connected person of our Comp any immediately upon completion of
the Global Offering; or
. have been allocated or have applied for any International Offer Shares or
otherwise participate in the International Offering.
2. Application Channels
The Hong Kong Public Offering period will begin at 9 : 00 a.m. on Monday, June 22, 2026
and end at 12 : 00 noon on Thursday, June 25, 2026 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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To apply for the Hong Kong Offer Shares, you may use one of the following application
channels:
Application Channel Platform Target Investors Application Time
HK eIPO White
Form service
www.hkeipo.hk Applicants who would like to receive a
physical H Share certificate. Hong
Kong Offer Shares successfully
applied for will be allotted and issued
in your own name.
From 9 : 00 a.m. on Monday, June
22, 2026 to 11 : 30 a.m. on
Thursday, June 25, 2026, Hong
Kong time.
The latest time for completing full
p a y m e n to fa p p l i c a t i o nm o n i e s
will be 12 : 00 noon on Thursday,
June 25, 2026, Hong Kong time.
HKSCC EIPO
channel
Your broker or custodian
who is a HKSCC
Participant will submit
an EIPO application
on your behalf
through HKSCC’s
FINI system in
accordance with your
instruction.
Applicants who would
not like to receive
a physical H Share certificate. Hong
Kong Offer Shares successfully
applied for will be allotted and issued
in the name of HKSCC Nominees,
deposited directly into CCASS and
credited to your designated HKSCC
Participant’s stock account.
Contact your broker or custodian
for the earliest and latest time
for giving such instructions, as
this may vary by broker or
custodian.
The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service inter ruptions and you are advised not to wait until
the last day of the application period to apply for the Hong Kong Offer Shares.
For those applying through the HK eIPO White Form service, once you complete payment
in respect of any application instructions given by you or for your benefit through the HK eIPO
White Form service to make an application for the 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 give n, you shall be deemed to have declared that only
one set of electronic application instructions has been given for your benefit. If you are an
agent for another person, you shall be deemed to have declared that you have only given one set
of electronic application instructions for the benefit of the person for whom you are an agent
and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the HK eIPO White
Form service more than once and obtaining differe nt application reference numbers without
effecting full payment in respect of a particular r eference number will not constitute an actual
application.
If you apply through the HK eIPO White Form service, you are deemed to have
authorized the HK eIPO White Form Service Provider to apply on the terms and conditions in
this prospectus, as supplemented and amended by the terms and conditions of the HK eIPO
White Form service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have in structed 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 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 HK SCC Nominees on your behalf) provided such
application instruction has not been withdrawn o r otherwise invalidated before the closing time
of the Hong Kong Public Offering.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 300 ---
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by
HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any
breach of the terms and conditions of this prospectus.
3. Information Required to Apply
You
must provide the following info rmation with your application:
For Individual/Joint Applican ts 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. Legal Entity Identifier (‘‘ LEI’’)
registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate;
or
iv. Other equivalent document; and
. Identity document number
Notes:
1. If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. 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 in the same order as shown on the identity document. If an
applicant’s identity document contains both an English and Chinese name, both English and Chinese
names must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of
the applicant’s identity document type must be strictly followed and where an individual applicant has a
valid HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID
number must be used when making an application to subscribe for shares in a public offer. Similarly for
corporate applicants, a LEI number must be used if an entity has a LEI certificate.
3. If the applicant is a trustee, th e client identification data (‘‘ CID’’) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of
the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
4. The maximum number of joint applicants on FINI is c apped at four in accordance with market practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each
joint beneficial owner. If you do not i nclude this informatio n, the application will b e treated as being made
f o ry o u rb e n e f i t .
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 ove r 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 Hong Kong 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 HKSCC EIPO channel, and making an application under a
power of attorney, we and the Joint Overall Coo rdinators, 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 ma y result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size :5 0 0 H S h a r e s
Permitted number of Hong
Kong Offer Shares for
application and amount
payable on application/
successful allocation
: 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 maximum Offer Price is HK$13.06 per Offer Share.
If you are applying through the HKSCC EIPO channel,
your broker or custodian may require you to pre-fund
your application, in such amount as determined by the
broker or custodian, based on the applicable laws and
regulations in Hong Kong. You are responsible for
complying with any such pr e-funding requirement
imposed by your broker or custodian with respect to
the Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for the
Hong Kong Offer Shares on your behalf through the
HKSCC EIPO Channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of the
final Offer Price, brokerage, SFC transaction levy, the
Hong Kong Stock Exchange trading fee and the AFRC
transaction levy by debiting the relevant nominee bank
account at the designated bank for your broker or
custodian.
If you are applying through the HK eIPO White Form
service, you may refer to the table below for the amount
payable for the number of Shares you have selected. You
must pay the respective maximum amount payable on
application in full upon application for Hong Kong Offer
Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 302 ---
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allocation
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allocation
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allocation
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allocation
HK$ HK$ HK$ HK$
500 6,595.86 7,000 92,341.98 50,000 659,585.50 700,000 9,234,197.06
1,000 13,191.71 8,000 105,533.68 60,000 791,502.61 800,000 10,553,368.08
1,500 19,787.57 9,000 118,725.39 70,000 923,419.70 900,000 11,872,539.09
2,000 26,383.43 10,000 131,917.11 80,000 1,055,336.81 1,000,000 13,191,710.10
2,500 32,979.27 15,000 197,875.65 90,000 1,187,253.91 1,200,000 15,830,052.12
3,000 39,575.13 20,000 263,834.20 100,000 1,319,171.01 1,400,000 18,468,394.15
3,500 46,170.98 25,000 329,792.76 200,000 2,638,342.02 1,600,000 21,106,736.15
4,000 52,766.84 30,000 395,751.31 300,000 3,957,513.04 1,811,500
(1) 23,896,782.85
4,500 59,362.70 35,000 461,709.86 400,000 5,276,684.05
5,000 65,958.55 40,000 527,668.40 500,000 6,595,855.06
6,000 79,150.27 45,000 593,626.96 600,000 7,915,026.05
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong
Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC tran saction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application i s successful, brokerage will be paid to th e Exchange Participants (as defined
in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the
application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock Exchange
trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC,
respectively.
5. Multiple Applications Prohibited
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 par agraph headed ‘‘— A. Applications for the Hong
Kong Offer Shares — 3. Information Required to A pply’’ in this section. If you are suspected of
submitting or cause to submit more than one a pplication, all of your applications will be
rejected.
Multiple applications ma de either through (i) the HK eIPO White Form service, (ii)
HKSCC EIPO channel, or (iii) both channels concurrent ly are prohibited and will be rejected.
If you have made an application through the HK eIPO White Form service or HKSCC EIPO
channel, you or the person(s) for whose benefit you have made the application shall not apply
for any Offer Shares.
The H Share Registrar would record all applicat ions into its system and identify suspected
multiple applications with identical names and i dentification document numbers according to
t h eB e s tP r a c t i c eN o t eo nT r e a t m e n to fM u l t i ple/Suspected Multiple Applications (‘‘ Best
Practice Note ’’) issued by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements, identification
document numbers displayed are redacted.
6. Terms and Conditions of an Application
By applying for the Hong Kong Offer Shares through the HK eIPO White Form service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorize the Company
and/or the Joint Overall Coordinators (or their agents or nominees), as agents of the
Company, to execute any documents for you and to do on your behalf all things
necessary to register any Hong Kong Offe r Shares allocated to you in your name or
in the name of HKSCC Nominees as required by the Articles of Association, and (if
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you are applying through the HKSCC EIPO channel) to deposit the allotted Hong
Kong Offer Shares directly into CCASS for the credit of your designated HKSCC
Participant’s stock account on your behalf;
(ii) confirm that you have read and understan d the terms and conditions and application
procedures set out in this prospectus and the designated website of the HK eIPO
White Form service (or as the case may be, the agreement you entered into with your
broker or custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the par ticipant agreement between your broker
or custodian and HKSCC and observe the General Rules of HKSCC and the
HKSCC Operational Procedures for givin g application instructions to apply for
Hong Kong Offer Shares;
(iv) 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;
(v) confirm that you have read this prospect us 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 informat ion or representations;
(vi) agree that the Relevant Persons
Note , the H Share Registrar and HKSCC will not be
liable for any information and representations not in this prospectus and any
supplement to it;
(vii) agree to disclose the details of your application and your personal data and any
other personal data which may be required about you and the person(s) for whose
benefit you have made the application to us, the Relevant Persons, the H Share
Registrar, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other
statutory regulatory or governmental bod ies or otherwise as required by laws, rules
or regulations, for the purposes under the paragraph headed ‘‘— 12. Personal Data
— Purposes’’ and ‘‘— 12. Personal Data — Transfer of personal data’’ in this section;
(viii) agree (without prejudice to any other rights which you may have once your
application (or as the case may be, HKSCC Nominees’ application) has been
accepted) that you will not rescind it beca use of an innocent misrepresentation;
(ix) agree that subject to Section 44A (6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinanc e, 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 ‘‘— 7. Publicat ion of Results’’ in this section;
(x) confirm that you are aware of the situatio n ss p e c i f i e di nt h ep a r a g r a p hh e a d e d‘ ‘ —9 .
Circumstances in which you will not be allo cated Hong Kong Offer Shares’’ in this
section;
(xi) agree that your application or HKSCC No minees’ application, any acceptance of it
and the resulting contract will be governed by and construed in accordance with the
laws of Hong Kong;
(xii) agree to comply with the Companies O rdinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, th e 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;
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(xiii) confirm that (a) your application or HKS CC Nominees’ application on your behalf
is not financed directly or indirectly by o ur Company, any of the directors, chief
executives, substantial Shareholder(s) or e xisting shareholder(s) of our Company or
any of its subsidiaries or any of their respec tive close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from our Company, any
of the directors, chief executives, su bstantial shareholder(s) or existing
shareholder(s) 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;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Joint Overall Coordinators will rely on
your declarations and representations in deciding whether or not to allocate any
Hong Kong Offer Shares to you and that you may be prosecuted for making a false
declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated
to you under the application;
(xvii) declare and represent that this is the only application made and the only application
i n t e n d e db yy o ut ob em a d et ob e n e f i ty o uo rt h ep e r s o nf o rw h o s eb e n e f i ty o ua r e
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application
has been or will be made for your benefit by giving electronic application
instructions to HKSCC directly or indire ctly or through the application channel
of the HK eIPO White Form service or by any one as your agent or by any other
person; and
(xix) (if you are making the application as an agent for the benefit of another person)
warrant that (1) no other application has been or will be made by you as agent for or
for the benefit of that person or by that person or by any other person as agent for
that person by giving electronic applic ation instructions to HKSCC or the HK eIPO
White Form Service Provider and (2) you have due authority to give electronic
application instructions on behalf of that other person as its agent.
Note: The Relevant Persons would include the Joint Sponsors, the Joint Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint L ead Managers, the Underwriters, the Capital Market
Intermediaries, any of their or our Company’s respective directors, supervisors, officers, employees,
partners, agents, advisors an d any other parties involved in the Global Offering.
7. 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 HK eIPO White Form service or HKSCC EIPO channel :
Website From the ‘‘Allotment Results’’ page
at www.hkeipo.hk/IPOResult
(alternatively,
www.tricor.com.hk/ipo/result )w i t h
a ‘‘search by ID’’ function.
24 hours, from 11 : 00 p.m. on
Monday, June 29, 2026 to 12 : 00
midnight on Sunday, July 5, 2026
(Hong Kong time)
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Platform Date/Time
The full list of (i) wholly or partially
successful applicants using the HK
eIPO White Form service and
HKSCC EIPO channel, and (ii) the
number of Hong Kong Offer
Shares conditionally allotted to
them, among other things, will be
displayed at
www.hkeipo.hk/IPOResult
(alternatively,
www.tricor.com.hk/ipo/result ).
The Hong Kong Stock Exchange’s
website at www.hkexnews.hk and
our website at www.jxswzp.cn
which will provide links
to the abovementioned websites
o ft h eHS h a r eR e g i s t r a r .
No later than 11 : 00 p.m. on Monday,
June 29, 2026 (Hong Kong time).
Telephone +852 3691 8488 — the allocation
results telephone enquiry line
provided by the H Share Registrar.
between 9 : 00 a.m. and 6 : 00 p.m.
from Tuesday, June 30, 2026 to
Monday, July 6, 2026 (Hong Kong
time) on a business day (excluding
Saturday, Sunday and Hong Kong
public holidays).
For those applying through HKSCC EIPO channel, you may also check with your
broker or custodian from 6 : 00 p.m. on Friday, June 26, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allocation result from 6 : 00
p.m. on Friday, June 26, 2026 (Hong Kong time) on a 24-hour basis and should report any
discrepancies on allocations to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the results of the fin al Offer Price, 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 Hong Kong Stock
Exchange’s website at
www.hkexnews.hk and our website at www.jxswzp.cn by no later
than 11 : 00 p.m. on Monday, June 29, 2026 (Hong Kong time).
8. Bad Weather Arrangements
The application lists will not open or close on Thursday, June 25, 2026, if there is/are:
. a tropical cyclone warning signal number 8 or above;
. a ‘‘black’’ rainstorm warning; and/or
. extreme conditions as announced by the Hong Kong Government,
(collectively, ‘‘Bad Weather Signals ’’),
in force in Hong Kong at any time between 9 : 00 a.m. and 12 : 00 noon on Thursday, June 25,
2026. Instead they will open between 11 : 45 a.m. and 12 : 00 noon on the next business day
which does not have Bad Weather Signals in force at any time between 9 : 00 a.m. and 12 : 00
noon.
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Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the lis ting date. Should there be any changes to the
dates mentioned in the section headed ‘‘Expect ed Timetable’’, an announcement will be made
and published on the Hong Kong Stock Exchange’s website at www.hkexnews.hk and our
website at www.jxswzp.cn of the revised timetable.
If a Bad Weather Signal is hoisted on Monday, June 29, 2026, the H Share Registrar will
make appropriate arrangements for the deliv ery of the H Share certificates to the CCASS
Depository’s service counter so that they wo uld be available for trading on Tuesday, June 30,
2026.
If a Bad Weather Signal is hoisted on Monday, June 29, 2026, for application of less than
1,000,000 Hong Kong Offer Shares, the dispatc h of physical H Share certificates will be made
by ordinary post when the post office re-opens after the Bad Weather Signal is lowered or
cancelled (e.g. in the afternoon of Monday, June 29, 2026 or on Tuesday, June 30, 2026).
If a Bad Weather Signal is hoisted on Tuesd ay, June 30, 2026, for application of 1,000,000
Hong Kong Offer Shares or more, physical H Share certificates will be available for collection
in person at the H Share Registrar’s office after t he Bad Weather Signal is lowered or cancelled
(e.g. in the afternoon of Tuesday, June 30, 2026 or on Thursday, July 2, 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.
9. Circumstances in which you will not be allocated Hong Kong Offer Shares
You should note the following situations in which the Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
(i) If your application is revoked:
Your application or the application m ade by HKSCC Nominees on your behalf may
be revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
(ii) If the Company or our agents exercise their discretion to reject your application:
The Company, the Joint Overall Coordinators, the H Share Registrar, the HK eIPO
White Form Service Provider and our 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.
(iii) If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Sha res will be void if the Hong Kong 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 Hong Kong Stock Exchange
notifies the Company of that longer period within three weeks of the closing
date of the application lists.
(iv) If:
. you make multiple applications or suspected multiple applications. You may
refer to the paragraph headed ‘‘— A. Applications for the Hong Kong Offer
Shares — 5. Multiple Applications Prohibited’’ in this section on what
constitutes multiple applications;
. your application instr uction is incomplete;
. your payment (or confirmation of funds, as the case may be) is not made
correctly;
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. the Underwriting Agreements do not beco me unconditional or are terminated;
or
. the Company or the Joint Overall Coordinators believe that by accepting your
application, it or they would violate app licable securities or other laws, rules or
regulations.
If there is money settlement failure for allotted H Shares:
Based on the arrangements betwee n HKSCC Participants and HKSCC,
HKSCC Participants will be required to hold sufficient application funds on
deposit with their designated bank before balloting. After balloting of Hong Kong
Offer Shares, the Receiving Banks will colle ct the portion of these funds required to
settle each HKSCC Participant’s actual H ong Kong Public Offering Share allocation
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 you r allotted shares, HKSCC will contact the
defaulting HKSCC Participant and its designated bank to determine the cause of
failure and request such defaulting HKS CC 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 rea llocated 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.
10. Dispatch/Collection of H Share certificates and Refund of Application Monies
You will receive one H Share certificate f or 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 certifica tes will be deposited into CCASS as
described below).
No temporary document of title will be issu ed in respect of the H Shares. No receipt will
be issued for sums paid on application.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
H Share certificates will only become valid at 8 : 00 a.m. on Tuesday, June 30, 2026
provided that the Global Offering has become un conditional 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.
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The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Dispatch/collection of H Share certificate (1)
For application of
1,000,000
Hong Kong Offer
Shares or more
Collection in person at the H
Share Registrar, Tricor
Investor Services Limited, at
17/F, Far East Finance
Centre, 16 Harcourt Road,
Hong Kong
H Share certificate(s) will be
i s s u e di nt h en a m eo f
HKSCC Nominees,
deposited into CCASS and
credited to your designated
HKSCC Participant’s stock
account.
Time: 9 : 00 a.m. to 1 : 00 p.m.
on Tuesday, June 30, 2026
(Hong Kong time)
No action by you is required.
If you are an individual, you
must not authorize any other
person to collect for you. If
you are a corporate
applicant, your authorized
representative must bear a
letter of authorization from
your corporation stamped
with your corporation’s
chop.
Both individuals and
authorized representatives
must produce, at the time of
collection, evidence of
identity acceptable to the H
Share Registrar.
Note: I fy o ud on o tc o l l e c ty o u rH
Share certificate(s) personally
within the time above, it/they will
be sent to the addre ss specified in
your application instructions by
ordinary post at your own risk.
For application of
less than 1,000,000
Hong Kong Offer
Shares
Your H Share certificate(s) will
be sent to the address
specified in your application
instructions by ordinary post
at your own risk.
Date: Monday, June 29, 2026
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HK eIPO White Form service HKSCC EIPO channel
Refund mechanism for surplus application monies paid by you
Date Tuesday, June 30, 2026 Subject to the arrangement
between you and your broker
or custodian.
Responsible party H Share Registrar. Your broker or custodian.
Application monies
paid through single
bank account
HK eIPO White Form e-Auto
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
Refund cheque(s) will be
dispatched to the address as
specified in your application
instructions by ordinary post
at your own risk.
Note:
(1) Except in the event of Bad Weather Signals in force in Hong Kong in the morning on Monday, June 29,
2026 rendering it impossible for the relevant H Share certificates to be dispatched to HKSCC in a timely
manner, the Company shall procure the H Share Re gistrar to arrange for delivery of the supporting
documents and H Share certificates in accordance with the contingency arrangements as agreed between
them. You may refer to ‘‘— 8. Bad Weather Arrangements’’ in this section.
11. Admission of the H Shares Into CCASS
If the Hong Kong Stock Exchange grants the listing of, and permission to deal in, the H
Shares and we comply with the stock admission requirements of HKSCC, the H Shares will be
accepted as eligible securities by HKSCC for dep osit, clearance and settlement in CCASS with
effect from the date of commencement of dea lings in the H Shares or any other date HKSCC
chooses. Settlement of transactions between Ex change Participants (as defined in the Listing
Rules) is required to take place in CCASS on th e second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
Investors should seek the advice of their stockbroker or other professional adviser for
details of the settlement arrangement as such arrangements may affect their rights and interests.
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
12. 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, the Joint
Overall Coordinators, the Joint Global Coordin ators, the Capital Market Intermediaries, the
Joint Bookrunners, the Joint Lead Managers, t he Underwriters and any of their respective
advisors and agents about you in the same way as it applies to personal data about applicants
other than HKSCC Nominees. This personal dat a may include client identifier(s) and your
identification information. By giving applic ation instructions to HKSCC, you acknowledge
that you have read, understood and agree to a ll of the terms of the Personal Information
Collection Statement below.
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Personal Information Collection Statement
This Personal Information Collection Sta tement informs applicant for, and holder
of, the Hong Kong Offer Shares, of the polic ies and practices of our Company and its H
Share Registrar in relation to personal data a nd the Personal Data (Privacy) Ordinance
(Chapter 486 of the Laws of Hong Kong).
Reasons for the collection of your personal data
It is necessary for applicants and registered holders of the Hong Kong Offer Shares
to ensure that personal data supplied to our Company or our agents and the H Share
Registrar is accurate and up-to-date when applying for the Hong Kong Offer Shares or
transferring the Hong Kong Offer Shares into or out of their names or in procuring the
services of the H Share Registrar.
Failure to supply the requested data or supp lying inaccurate data may result in your
application for the Hong Kong Offer Shares bei ng rejected, or in delay or the inability of
our Company or the H Share Registrar to effe ct transfers or otherwise render their
services. It may also prevent or delay registration or transfers of the Hong Kong Offer
Shares which you have successfully applied for and/or the dispatch of H Share
certificate(s) to which you are entitled.
It is important that the applicants for and holders of the Hong Kong Offer Shares
inform us and the H Share Registrar immediatel y of any inaccuracies in the personal data
supplied.
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 HK eIPO White Form
e-Auto Refund payment instruction(s ), where applicable, verification of
compliance with the terms and application procedures set out in this
prospectus and announcing results of allocation of the Hong Kong Offer
Shares;
. compliance with applicable laws and reg ulations in Hong Kong and elsewhere;
. registering new issues or transfers into or out of the names of the holders of our
H Shares including, where ap plicable, HKSCC Nominees;
. maintaining or updating o ur register of members;
. verifying identities of applicants for and the holders of our H Shares and
identifying any duplicate a pplications for the H Shares;
. facilitating Hong Kong Offer Shares balloting;
. establishing benefit entitlements of holders of our H Shares, such as dividends,
rights issues, bonus issues, etc.;
. distributing communications from us and our subsidiaries;
. compiling statistical information and profiles of the holder of our 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 us and the H Share Registrar to discharge our or their obligations to
applicants and holders of our 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.
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Transfer of personal data
P e r s o n a ld a t ah e l db yu sa n dt h eHS h a r eR e gistrar relating to the applicants for and
holders of the Hong Kong Offer Shares will be kept confidential but we and the H Share
Registrar may, to the extent n ecessary 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 advisors and receiving
bankers;
. HKSCC or HKSCC Nominees, who will use the personal data and may transfer
the personal data to the H Share Regist rar, in each case for the purposes of
providing its services or facilities or p erforming 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, co mputer, payment or other services to
our Company or the H Share Registrar in connection with their respective
business operation;
. the Hong Kong 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 Hong Kong 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 the Hong Kong Offer
Shares have or propose to have dealings, such as their bankers, solicitors,
a c c o u n t a n t so rs t o c k b r o k e r se t c .
Retention of personal data
Our Company and the H Share Registrar will keep the personal data of the
applicants and holders of the 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 a ccordance with the Personal Data (Privacy)
Ordinance (Chapter 486 of the Laws of Hong Kong).
Access to and correction of personal data
Applicants for and holders of the 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. We and the H Share
Registrar have the right to charge a reasonab le 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 our registered address disclosed in the section headed
‘‘Corporate Information’’ or as notified from time to time, for the attention of the
secretary, or the H Share Registrar for the attention of the privacy compliance officer.
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The following is the text of a report set out on pages I-1 to I-77, 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 JIANGXI INSTITUTE OF BIOLOGICAL PRODUCTS INC., CHINA
INTERNATIONAL CAPITAL CORPORAT ION HONG KONG SECURITIES LIMITED
AND CHINA MERCHANTS SECURITIES (HK) CO., LIMITED
Introduction
We report on the historical financial information of 江西生物製品研究所股份有限公司
(Jiangxi Institute of Biological Products Inc., being translation for identification purpose
only) (the ‘‘Company’’) and its subsidiaries (together, the ‘‘Group’’) set out on pages I-3 to
I-77 which comprises the consolidated statements of financial position of the Group as at 31
December 2023, 2024 and 2025, the statements of financial position of the Company as at
31 December 2023, 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 three years ended 31
December 2025 (the ‘‘Track Record Period’’) a nd 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-77 forms an integral part of this
report, which has been prepared for inclusion in the prospectus of the Company dated 22
June 2026 (the ‘‘Prospectus’’) in connection w ith the initial listing of the H-shares of the
Company on the Main Board of The Stock Exchange of Hong Kong Limited (the ‘‘Stock
Exchange’’).
Directors’ responsibility for the H istorical 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 f ree 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 (th e ‘‘HKICPA’’). This standard requires that we
comply with ethical standards and plan and perform our work to obtain reasonable
assurance about whether the Historical Financial Information is free from material
misstatement.
APPENDIX I ACCOUNTANTS’ REPORT
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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 ac countants consider internal control relevant
to the entity’s preparation of the Historical F inancial 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 th at are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of entity’s internal control.
Our work also included evaluating the appropria teness of accounting policies used and the
reasonableness of accounting estimates made by the directors of the Company, as well as
evaluating the overall pres entation of the Historica l Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purpose of the
accountants’ report, a true and fair view of the Group’s financial position as at 31
December 2023, 2024 and 2025, of the Compan y’s financial position as at 31 December
2023, 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 13 to the Historical Financial Information which contains
information about the dividends declared and paid by the Company in respect of the
Track Record Period.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
22 June 2026
APPENDIX I ACCOUNTANTS’ REPORT
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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
the accountants’ report.
The consolidated financial statements of the Group for the Track Record Period, on
which the Historical Financial Information is based, have been prepared in accordance with
the IFRS Accounting Standards issued by International Accounting Standards Board (the
‘‘IASB’’) and were audited by us in accordance with International Standards on Auditing
issued by the International Auditing and Assurance Standards Board (the ‘‘Underlying
Financial Statements’’).
The Historical Financial Information is pre sented in Renminbi (‘‘RMB’’), which is also
the functional currency of the Company, and all values are rounded to the nearest thousand
(‘‘RMB’000’’) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
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CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Year ended 31 December
2023 2024 2025
Results before
biological
assets and
agricultural
produce
fair value
adjustments
Biological
assets and
agricultural
produce
fair value
adjustments Total
Results before
biological
assets and
agricultural
produce
fair value
adjustments
Biological
assets and
agricultural
produce
fair value
adjustments Total
Results before
biological
assets and
agricultural
produce
fair value
adjustments
Biological
assets and
agricultural
produce
fair value
adjustments Total
NOTES RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenue 6 198,021 — 198,021 220,755 — 220,755 235,408 — 235,408
Cost of sales/services (49,027) (14,689) (63,716) ( 52,634) (12,981) (65,615) (41,323) (13,399) (54,722)
Gross profit 148,994 (14,689) 134,305 168,121 (12,981) 155,140 194,085 (13,399) 180,686
Other income 7 2,144 — 2,144 3,538 — 3,538 4,580 — 4,580
Impairment losses under expected
credit loss model, net of reversal 10 333 — 333 118 — 118 (2,491) — (2,491)
Other gains and losses 8 393 — 393 114 — 114 3,664 — 3,664
Research and development expenses (24,231) — (24,231) (13,681) — (13,681) (23,700) — (23,700)
Distribution and selling expenses (33,028) — (33,028) (26,860) — (26,860) (22,345) — (22,345)
Administrative expenses (29,158) — (29,158) (32,346) — (32,346) (31,106) — (31,106)
Finance costs 9 (667) — (667) (2,226) — (2,226) (34) — (34)
Gains arising on initial recognition
of agricultural produce at fair
value less costs to sell at the point
of harvest 20 — 16,474 16,474 — 17,954 17,954 — 21,277 21,277
Loss arising from changes in fair
value less costs to sell of biological
assets 20 — (2,971) (2,971) — (6,326) (6,326) — (2,893) (2,893)
Listing expenses — — — (3,660) — (3,660) (18,376) — (18,376)
Profit before tax 64,780 (1,186) 63,594 93,118 (1,353) 91,765 104,277 4,985 109,262
Income tax expense 11 (8,113) — (8,113) (16,625) — (16,625) (14,468) — (14,468)
Profit for the year 12 56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794
Profit for the year attributable to:
Owners of the Company 56,680 (1,186) 55,494 76,493 (1,353) 75,140 89,809 4,985 94,794
N o n - c o n t r o l l i n g i n t e r e s t s ( 1 3 ) — ( 1 3 ) ——————
56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794
APPENDIX I ACCOUNTANTS’ REPORT
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Year ended 31 December
2023 2024 2025
Results before
biological
assets and
agricultural
produce
fair value
adjustments
Biological
assets and
agricultural
produce
fair value
adjustments Total
Results before
biological
assets and
agricultural
produce
fair value
adjustments
Biological
assets and
agricultural
produce
fair value
adjustments Total
Results before
biological
assets and
agricultural
produce
fair value
adjustments
Biological
assets and
agricultural
produce
fair value
adjustments Total
NOTE RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Total comprehensive income for the
year 56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794
Total comprehensive income for the
year attributable to:
Owners of the Company 56,680 (1,186) 55,494 76,493 (1,353) 75,140 89,809 4,985 94,794
N o n - c o n t r o l l i n g i n t e r e s t s ( 1 3 ) — ( 1 3 ) ——————
56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794
Earnings per share (in RMB)
Basic 15 0.20 0.28 0.35
APPENDIX I ACCOUNTANTS’ REPORT
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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
2023 2024 2025
NOTES RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment 16 198,687 196,502 209,135
Investment properties 19 31,721 34,492 32,750
Right-of-use assets 18 41,395 40,300 38,319
Intangible assets 17 631 502 372
Biological assets 20 10,540 5,030 3,820
Deferred tax assets 21 2,676 2,217 1,364
Deposits paid for acquisition of property, plant
and equipment/intangible assets/leasehold
land/biological assets 22,441 16,398 17,232
308,091 295,441 302,992
CURRENT ASSETS
Inventories 23 57,536 56,435 65,028
Contract cost 511 771 774
Trade and bills receivables 24 73,266 67,802 103,232
Deposits, other receivables and prepayments 25 3,979 6,235 12,774
Amounts due from related parties 40(a) 688 410 96
Financial assets at fair value through profit or
loss (‘‘FVTPL’’) 22 —4 , 1 0 6 —
Restricted bank balances 26(a) —— 1 , 5 5 6
Cash and cash equivalents 26(b) 58,199 52,831 73,828
194,179 188,590 257,288
Assets classified as held for sale 30 —3 , 4 9 1 —
194,179 192,081 257,288
APPENDIX I ACCOUNTANTS’ REPORT
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As at 31 December
2023 2024 2025
NOTES RMB’000 RMB’000 RMB’000
CURRENT LIABILITIES
Trade and other payables 27 72,982 62,140 50,938
Amounts due to related parties 40(a) 42,073 10,012 6
Contract liabilities 28 3,091 2,443 1,935
Bank borrowings 29 19,922 — —
Lease liabilities 31 342 — 819
Tax payable 861 8,692 7,544
139,271 83,287 61,242
Liabilities classified as held for sale 30 —7 7—
139,271 83,364 61,242
NET CURRENT ASSETS 54,908 108,717 196,046
TOTAL ASSETS LESS CURRENT
LIABILITIES 362,999 404,158 499,038
CAPITAL AND RESERVES
Share capital 33 272,143 272,143 272,143
Reserves 89,794 131,080 225,874
Equity attributable to owners of the Company 361,937 403,223 498,017
Non-controlling interests (13) — —
TOTAL EQUITY 361,924 403,223 498,017
NON-CURRENT LIABILITIES
Lease liabilities 31 860 720 72
Deferred income 215 215 215
Deferred tax liabilities 21 —— 7 3 4
1,075 935 1,021
362,999 404,158 499,038
APPENDIX I ACCOUNTANTS’ REPORT
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STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
2023 2024 2025
NOTES RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Investment in subsidiaries 44 122,996 207,060 196,249
Amounts due from subsidiaries 40(b) 68,808 73,298 128,027
Property, plant and equipment 16 56,837 54,142 51,791
Investment properties 19 7,456 6,849 6,241
Right-of-use assets 18 2,360 756 729
Intangible assets 17 269 234 199
Deferred tax assets 21 1,201 1,060 1,413
Deposits paid for acquisition of property, plant
and equipment 1,300 456 1,664
261,227 343,855 386,313
CURRENT ASSETS
Inventories 23 25,805 40,964 21,517
Trade and bills receivables 24 72,031 66,079 100,879
Deposits, other receivables and prepayments 25 1,548 1,102 6,578
Amount due from a related party 40(b) 41,576 — —
Amounts due from subsidiaries 40(b) 5,752 14,452 12,335
Cash and cash equivalents 26(b) 36,455 23,029 48,348
183,167 145,626 189,657
Assets classified as held for sale 30 —2 , 0 0 0 —
183,167 147,626 189,657
CURRENT LIABILITIES
Trade and other payables 27 38,957 36,578 30,800
Amounts due to subsidiaries 40(b) 17,750 10,443 25,943
Amounts due to related parties 40(b) — 10,000 —
Contract liabilities 28 221 366 162
Bank borrowings 29 19,922 — —
Tax payable 38 8,368 6,884
76,888 65,755 63,789
APPENDIX I ACCOUNTANTS’ REPORT
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As at 31 December
2023 2024 2025
NOTES RMB’000 RMB’000 RMB’000
NET CURRENT ASSETS 106,279 81,871 125,868
TOTAL ASSETS LESS CURRENT
LIABILITIES 367,506 425,726 512,181
CAPITAL AND RESERVES
Share capital 33 272,143 272,143 272,143
Reserves 34 95,363 153,583 240,038
TOTAL EQUITY 367,506 425,726 512,181
APPENDIX I ACCOUNTANTS’ REPORT
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Equity attributable to owners of the Company
Share
capital
Capital
reserve
(note i)
Statutory
reserve
(note ii)
Other
Reserve
Retained
earnings Total
Non-
controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 181,429 29,580 33,057 — 148,558 392,624 — 392,624
Profit (loss) and total comprehensive income
(expense) for the year — — — — 55,494 55,494 (13) 55,481
Dividend recognised as distribution (note 13) — — — — (86,181) (86,181) — (86,181)
Issue of shares (note 33) 90,714 — — — (90,714) — — —
Statutory fund appropriation — — 4,641 — (4,641) — — —
At 31 December 2023 272,143 29,580 37,698 — 22,516 361,937 (13) 361,924
Profit and total comprehensive income for the
year — — — — 75,140 75,140 — 75,140
Dividend recognised as distribution (note 13) — — — — (40,819) (40,819) — (40,819)
Deemed contribution (note iii) — — — 6,978 — 6,978 — 6,978
Statutory fund appropriation — — 10,255 — (10,255) — — —
Deregistration of a subsidiary — — — — (13) (13) 13 —
At 31 December 2024 272,143 29,580 47,953 6,978 46,569 403,223 — 403,223
Profit and total comprehensive income for the
year — — — — 94,794 94,794 — 94,794
Statutory fund appropriation — — 8,404 — (8,404) — — —
At 31 December 2025 272,143 29,580 56,357 6,978 132,959 498,017 — 498,017
Notes:
(i) Amount as at 1 January 2023 represents the surplus of the equity contributions from shareholders over the
registered capital of the Company accumulated fro m prior years and the differences between the amount
by which non-controlling interests are adjusted a nd the fair value of consideration when the Group
acquired interests in existing subsidiaries.
(ii) According to the relevant laws in the People’s Re public of China (the ‘‘PRC’’), companies established in
the Chinese mainland with limited l iability are required to transfer a tl e a s t1 0 %o ft h e i rn e tp r o f i ta f t e r
taxation, as determined under the PRC accounting reg ulations, to a non-distributable reserve fund until
the reserve balance reaches 50% of their respective reg istered capital. The transfer to this reserve must be
made before the distribution of a dividend to owners . Such reserve fund can be used to offset the previous
years’ losses, if any, and is non-dist ributable other than upon liquidation.
(iii) Amount represents the accumulated losses include d by Hainan Pharmaceutical Research Institute Co.,
Ltd between the equity transfer from October 2023 a nd September 2024, being borne by the controlling
shareholder pursuant to the supplementary agreement. Details of the equity transf er are disclosed in note
40.
APPENDIX I ACCOUNTANTS’ REPORT
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
OPERATING ACTIVITIES
Profit before tax 63,594 91,765 109,262
Adjustments for:
Loss arising from changes in fair value less costs to
sell of biological assets 2,971 6,326 2,893
Bank interest income (283) (311) (172)
Gains arising on initial reco gnition of agricultural
produce at fair value less costs to sell at the point
of harvest — unrealised (4,056) (9,029) (16,907)
Finance costs 667 2,226 34
Exchange (gain) loss (94) (67) 17
Fair value change on financial assets at FVTPL (263) (106) (132)
Depreciation of property, plant and equipment 10,344 9,885 9,974
Depreciation of investment properties 607 979 1,002
Depreciation of right-of-use assets 1,271 2,344 2,190
Amortisation of intangible assets 129 129 130
(Gain) loss on disposal of property, plant and
equipment (64) 27 29
Gain on early termination of lease agreements — (109) —
(Reversal of) impairment loss under expected credit
loss model, net of reversal (333) (118) 2,491
Gain on disposal of
a subsidiary — — (3,786)
Provision of inventories 3,335 16,526 2,231
APPENDIX I ACCOUNTANTS’ REPORT
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Year ended 31 December
2023 2024 2025
Note RMB’000 RMB’000 RMB’000
Operating cash flows before movements in working
capital 77,825 120,467 109,256
Decrease (increase) in inventories 10,104 (4,499) 10,859
(Increase) decrease in trade and bills receivables (11,250) 5,713 (37,681)
Decrease (increase) in amounts from related parties 1,642 278 (1,083)
Decrease (increase) in other receivables and
prepayments 1,070 (1,746) (4,227)
Decrease (increase) in contract cost 554 (260) (3)
Increase (decrease) in trade and other payables 4,650 (6,741) (5,924)
Decrease in amounts to related parties (1,431) (485) (6)
Decrease in contract liab ilities (2,153) (648) (508)
Cash generated from operations 81,011 112,079 70,683
Income tax paid (12,688) (8,335) (14,029)
Interest received 283 311 172
NET CASH FROM OPERATING ACTIVITIES 68,606 104,055 56,826
INVESTING ACTIVITIES
Proceeds from maturity of financial assets at
FVTPL 92,757 17,499 41,088
Proceeds on disposal of property, plant and
equipment 191 286 770
Proceeds from disposal of biological assets 6,206 4,059 2,197
Purchase of property, plant and equipment and
intangible assets (19,889) (10,992) (31,028)
Prepayment for land use rights of a related party
(note) — (20,000) —
Return of prepayment for land use rights of a
related party (note) — 20,000 —
Purchase of leasehold land (653) — —
Payments for biological assets (10,530) (5,650) (5,010)
Purchase of investment properties (3,750) — —
Purchase of financial assets at FVTPL (65,500) (21,500) (36,850)
Disposal of a subsidiary 30 —— 5 , 3 5 8
Placement of restricted bank balances — — (1,556)
Withdrawal of restricted bank balances 129 — —
NET CASH USED IN INVESTING ACTIVITIES (1,039) (16,298) (25,031)
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 324 ---
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
FINANCING ACTIVITIES
Interest paid (667) (2,248) (5)
Repayment of lease liabilities (321) (3,143) (67)
New bank borrowings raised 29,900 — —
Repayment of bank borrowings (47,600) (19,900) —
New borrowings raised from related parties — 8,500 —
Repayment of borrowings from related parties — (8,500) —
Consideration received from the holding company
(note 40) 41,576 — —
Return of consideration received
(note 40) — (24,598) (10,000)
Dividends paid to owners of the Company (86,181) (40,819) —
Payment of share issue cost for the proposed initial
public offering — (642) (2,551)
NET CASH USED IN FINANCING ACTIVITIES (63,293) (91,350) (12,623)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 4,274 (3,593) 19,172
CASH AND CASH EQUIVALENTS AT
1 JANUARY 53,831 58,199 54,673
Effect of foreign exchange rates changes 94 67 (17)
CASH AND CASH EQUIVALENTS AT
31 DECEMBER 58,199 54,673 73,828
Represented by:
Cash and cash equivalents 58,199 52,831 73,828
Assets classified as held for sale — 1,842 —
58,199 54,673 73,828
Note: In May 2024, the Group’s subsidiary Gaotai Count y Tianhong Sand Grass Industry Development Co.,
Ltd. signed an agreement with Gaotai County Jinlu cao Industry Co., Ltd., which is controlled by the
Company’s ultimate controlling shareholder’s clo se family member, to buy land use rights of Gaotai
County Jinlucao Industry Co., Ltd. and prepai d RMB20,000,000. While in September 2024, a
supplemental agreement was signed to terminate the transaction and the prepayment was returned to
Gaotai County Tianhong Sand Grass I ndustry Development Co., Ltd.
APPENDIX I ACCOUNTANTS’ REPORT
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NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. GENERAL INFORMATION
Jiangxi Institute of Biological Products Inc. (form erly known as Jiangxi Institute of Biological Products
(formerly known as Shangha i Institute of Biological Products, which was a state-owned enterprise before
restructuring, and completed the restructuring of the sta te-owned enterprise into a private enterprise in 2002)).
The Company was changed into a joint stock limited company in 2017. During the Track Record Period, Ms.
Jing Yue is the chairman and executive director of the C ompany and the ultimate cont rolling shareholder of the
Company. Ms. Jing Yue indirectly held 76.64% of t he Company’s share through Hainan Zhizheng
Biotechnology Development Co., Ltd. (‘‘Hainan Zhiz heng’’), which is held as to 99% by Ms. Jing Yue and
Shenzhen Qianhai Tianzheng Biotechnology Co., Ltd. ( ‘‘Qianhai Tianzheng’’), which is wholly owned by
Hainan Zhizheng. The addresses of the registered offi ce and the principal place of business of the Company are
set out in the section headed ‘‘Corporate Information’’ to the Prospectus.
The Group is principally engaged in the businesses of r esearch and development, and production and sale
of human tetanus antitoxin.
2. BASIS OF PREPARATION OF THE HIST ORICAL FINANCIA L INFORMATION
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards
issued by the IASB. Further details of the materia l accounting policy information are set out in note 4.
The Historical Financial Information is prese nted in RMB, which is the currency of the economic
environment in which the Company operates and all values are rounded to the nearest thousand (RMB’000)
except when otherwise indicated.
3. APPLICATION OF IFRS ACCOUNTING STANDARDS
For the purpose of preparing the Historical Financial Information for the Track Record Period, the
Group has consistently applied the IFRS Accounting Sta ndards which are effective for the accounting period
beginning on 1 January 2025 throughout the Track Record Period.
New and amendments to IFRS Accounting S tandards in issue but not yet effective
At the date of this report, the Group has not ea rly adopted the following new and amendments to
IFRS Accounting Standards that have been issued but are not yet effective:
Amendments to IAS 21 Translation to a Hyp erinflationary Presentation Currency 3
Amendments to IFRS 9 and
IFRS 7
Amendments to the Classification and Measurement of Financial
Instruments 2
Amendments to IFRS 9 and
IFRS 7
Contracts Referencing Nature-dependent Electricity 2
Amendments to IFRS 10 and
IAS 28
Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture 1
Amendments to IFRS
Accounting Standards
Annual Improvements to IFRS Accounting Standards — Volume
112
IFRS 18 Presentation and Disclosure in Financial Statements 3
IFRS 20 Regulatory Assets and Regulatory Liabilities 4
1 Effective for annual periods beginni ng on or after a date to be determined
2 Effective for annual periods be ginning on or after 1 January 2026
3 Effective for annual periods be ginning on or after 1 January 2027
4 Effective for annual periods be ginning on or after 1 January 2029
APPENDIX I ACCOUNTANTS’ REPORT
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IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 ‘‘Presentation and Disclosure in Fin ancial Statements’’ sets out requirements on
presentation and disclosures in financial statement s and it will replace IAS 1 ‘‘Presentation of Financial
Statements’’. The new IFRS 18 introduces new require ments to present specified categories and defined
subtotals in the statement of profit or loss and othe r comprehensive income; provide disclosures on
management-defined performance measures in t he notes to the financial statements and improve
aggregation and disaggregation of information to be disclosed in the financial statements. Minor
amendments to IAS 7 ‘‘Statement of Cash Flows’’ and IAS 33 ‘‘Earnings per Share’’ are also made.
IFRS 18 will be effective for annual periods be ginning on or after 1 January 2027, with early
application permitted. The directors of the Comp any anticipate that the application of IFRS 18 is
expected to affect the presentation of the consolidated statement of profit or loss and disclosures in future
consolidated financial statements, its impacts on pres entation and disclosure are expected to be pervasive,
in particular those related to the consolidated sta tement of profit or loss, even though the IFRS 18 will
have no material impact on the financial position a nd performance of the Group given it will not impact
the recognition or measurement of items in t he consolidated financial statements.
Except as described above, the directors of the Company consider that the application of all the new
and amendments to IFRS Accounting Standards is unlikely to have a material impact on the Group’s
financial position and performa nce in the foreseeable future.
4. MATERIAL ACCOUNTING POLICY INFORMATION
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards
issued by the IASB. For the purpose of preparation of the H istorical Financial Information, information is
considered material if such information is reasonably e xpected to influence decisions made by primary users. In
addition, the Historical Financial I nformation includes applicable disclosures required by the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and by the Hong
Kong Companies Ordinance.
The Historical Financial Information has been prep ared on the historical cost basis except for certain
financial instruments that are measu red at fair values and biological assets that are measured at fair value less
costs to sell at the end of each reporting period, as explained in the accounting policies set out below.
Fair value is the price that would be received to sell a n asset or paid to transfer a liability in an orderly
transaction between market participants at the measure ment date, regardless of whether that price is directly
observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability,
the Group takes into account the characteristics of the ass et or liability if market par ticipants would take those
characteristics into account when pricing the asset o r liability at the measurement date. Fair value for
measurement and/or disclosure purposes in the Historica l Financial Information is determined on such a basis,
except for leasing transactions that are accounted for in a ccordance with IFRS 16 ‘‘Leases’’, and measurements
that have some similarities to fair value but are not fair val ue, such as net realisable value in IAS 2 ‘‘Inventories’’
or value in use in IAS 36 ‘‘Impairment of Assets.’’
Basis of consolidation
The Historical Financial Information incorporat es the financial statements of the Company and
entities controlled by the Company and its subsid iaries. Control is achieved where 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.
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The Group reassesses whether or not it controls an in vestee if facts and circumstances indicate that
there are changes to one or more of the three elements of control listed above.
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 intra-group assets and lia bilities, equity, income, expe nses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
Changes in the Group’s interests in existing subsidiaries
When the Group loses control of a subsidiary, the assets and liabilities of that subsidiary and
non-controlling interests (if any) are derecognised. A gain or loss is recognised in profit or loss and is
calculated as the difference between (i) the aggregat e of the fair value of the consideration received and the
fair value of any retained interest and (ii) the carr ying amount of the assets (including goodwill), and
liabilities of the subsidia ry attributable to the owners of the Comp any. All amounts previously recognised
in other comprehensive income in relation to that s ubsidiary are accounted for as if the Group had directly
disposed of the related assets or liabil ities of the subsidiary (i.e. reclassi fied to profit or loss or transferred
to another category of equity as specifi ed/permitted by applicable IFRSs).
Merger accounting for business combination involving businesses under common control
The consolidated financial statements incorporate the financial statements items of the combining
businesses in which the common control combination occurs as if they had been combined from the date
when the combining businesses first came under the control of the controlling party.
The net assets of the combining businesses are c onsolidated using the existing book values from the
controlling party’s perspective. No amount is recogn ised in respect of goodwill or bargain purchase gain
at the time of common control combination.
Expenditure incurred in relation to a common cont rol combination that is to be accounted for by
using merger accounting is recognised as an expense in the period in which it is incurred.
The consolidated statement of profit or loss include s the results of each of the combining businesses
from the earliest date presented or since the date when the combining businesses first came under the
common control, where this is a shorter period.
Non-current assets held for sale
Non-current assets (and disposal groups) are classified as held for s ale if their carrying amount will
be recovered principally through a sale transactio n rather than through continuing use. This condition is
regarded as met only when the asset (or disposal group ) is available for immediate sale in its present
condition subject only to terms that are usual and cus tomary for sales of such asset (or disposal group)
and its sale is highly probable. Management must be committed to the sale, which should be expected to
qualify for recognition as a completed sale wi thin one year from the date of classification.
When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets
and liabilities of that subsidiary are classified as he ld for sale when the criteria described above are met,
regardless of whether the Group will retain a non-cont rolling interest in the relevant subsidiary after the
sale.
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Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their
carrying amount and fair value less costs to sell, ex cept for financial assets within the scope of IFRS 9
‘‘Financial Instruments’’ which continue to be meas ured in accordance with the accounting policies as set
out below.
Revenue from contracts with customers
Information about the Group’s accounting policie s relating to revenue from contracts with
customers is provided in note 6.
Leases
Definition of a lease
The Group assesses whether a contract is or contai ns a lease based on the definition under IFRS 16
at inception of the contract. Such contract will not be reassessed unless the terms and conditions of the
contract are subsequently changed.
The Group as a lessee
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to leases of motor vehicles,
machinery and equipment and buildings that ha ve a lease term of 12 months or less from the
commencement date and do not contain a purchase opti on. It also applies the recognition exemption for
lease of low-value assets. Lease payments on shor t-term leases and leases of low-value assets are
recognised as expense on a straight -line basis over the lease term.
Right-of-use assets
The cost of right-of-use assets includes:
. the amount of the initial measur ement of the lease liability;
. any lease payments made at or before the commencement date; and
. any initial direct costs incurred by the Group.
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any remeasure ment of lease liabilities.
Right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful
life and the lease term.
The Group presents right-of-use assets as a separ ate line item on the consolidated statements of
financial position.
Lease liabilities
At the commencement date of a lease, the Group reco gnises and measures the lease liability at the
present value of lease payments that are unpaid at th at date. In calculating the present value of lease
payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest
rate implicit in the lease is not readily determinable.
The lease payments include fixed payments ( including in-substance fixed payments).
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After the commencement date, lease liabilities are a djusted by interest accretion and lease payments.
The Group remeasures lease liabilities (and makes a corresponding adjustment to the related
right-of-use assets) whenever the lease term has changed, in which case the related lease liability is
remeasured by discounting the revised lease paym ents using a revised discount rate at the date of
reassessment.
Lease modifications
The Group accounts for a lease modi fication as a separate lease if:
. the modification increases the scope of the lease by adding the right to use one or more
underlying assets; and
. the consideration for the leases increases by an amount commensurate with the stand-alone
price for the increase in scope and any appropriate adjustments to that stand-alone price to
reflect the circumstances of the particular contract.
For a lease modification that is not accounted for a s a separate lease, the Group remeasures the
lease liability based on the lease term of the modified lease by discounting the revised lease payments using
a revised discount rate at the eff ective date of the modification.
The Group accounts for the remeasurement of lease l iabilities by making co rresponding adjustments
to the relevant right-of-use assets.
The Group as a lessor
Classification and measurement of leases
Leases for which the Group is a lessor are classifi ed as finance or operating leases. Whenever the
terms of the lease transfer substant ially all the risks and rewards inci dental to ownership of an underlying
asset to the lessee, the contract is classified as a finan ce lease. All other leases ar e classified as operating
leases.
Rental income from operating leases is recognised in profit or loss on a straight-line basis over the
term of the relevant lease. Initial direct costs incur red in negotiating and arranging an operating lease are
added to the carrying amount of the leased asset, and such costs are recognised as an expense on a
straight-line basis over the lease term.
Foreign currencies
In preparing the financial statements of each indi vidual group entity, transactions in currencies
other than the functional currency of that entity (fo reign currencies) are recognised at the rates of
exchanges prevailing on the dates of the transactions . At the end of each reporting period, monetary items
denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary
items that are measured in terms of historical c ost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of
monetary items, are recognised in profit o r loss in the period in which they arise.
Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
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Government grants
Government grants are not recognised until ther e is reasonable assurance that the Group will
comply with the conditions attaching to them and that the grants will be received.
Government grants are recognised in profit or loss on a systematic basis over the periods in which
the Group recognises as expenses the related cost s for which the grants are intended to compensate.
Specifically, government grants whose primary condi tion is that the Group should purchase, construct or
otherwise acquire non-current assets are recognised as deferred income in the consolidated statements of
financial position and transferred t op r o f i to rl o s so nas y s t e m a t i cb a s i sover the useful lives of the related
assets.
Government grants related to income that are receivable as compensation for expenses or losses
already incurred or for the purpose of giving imme diate financial support to the Group with no future
related costs are recognised in profit or loss in the p eriod in which they become receivable. Such grants are
presented under ‘‘other income.’’
Employee benefits
Retirement benefit costs
Payments to state-managed retirement benefit sc heme are recognised as an expense when employees
have rendered service entitlin g them to the contributions.
Short-term employee benefits
Short-term employee benefits are recognised at the undiscounted amount of the benefits expected to
be paid as and when employees rendered the services. A ll short-term employee benefits are recognised as
an expense unless another standard requires or permits the inclusion of the benefit in the cost of an asset.
A liability is recognised for benefits accruing to employees (such as wages and salaries) after
deducting any amount already paid.
Taxation
Income tax expense represents the sum of current and deferred income tax expense.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit
before tax because of income or expense that are taxa ble 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 recognised on temporary differ ences between the carrying amounts of assets and
liabilities in the Historical Fina ncial Information and the corresponding tax bases used in the computation
of taxable profit. Deferred tax liabilities are general ly recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all de ductible temporary differences to the extent that it is
probable that taxable profits will be available against w hich those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from
the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit and at the time of the transaction does not give rise to equal taxable and
deductible temporary differences.
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Deferred tax liabilities are recognised for taxable te mporary differences associated with investments
in subsidiaries, except where the Group is able to cont rol the reversal of the temporary difference and it is
probable that the temporary difference will not reve rse in the foreseeable future. Deferred tax assets
arising from deductible temporary differences associ ated with such investments are only recognised to the
extent that it is probable that there will be sufficient t axable profits against which to utilise the benefits of
the temporary differences and they are exp ected 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 a ssets 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.
For the purposes of measuring deferred tax for lea sing transactions in which the Group recognises
t h er i g h t - o f - u s ea s s e t sa n dt h er e l a t e dl e a s el i a b ilities, the Group first determines whether the tax
deductions are attributable to the right-o f-use assets or the lease liabilities.
For leasing transactions in which the tax deducti ons are attributable to the lease liabilities, the
Group applies IAS 12 ‘‘Income Taxes’’ requirements to the lease liabilities and the related assets
separately. The Group recognises a deferred tax asset r elated to lease liabilities to the extent that it is
probable that taxable profit will be available against w hich the deductible temporary difference can be
utilised and a deferred tax liability fo r all taxable temporary differences.
Deferred tax assets and liabilities are offset when the re is a legally enforceable right to set off current
tax assets against current tax liabilities and when the y relate to income taxes to the same taxable entity
levied by the same taxation authority.
Current and deferred tax are recognised in profit or loss, except when they relate to items that are
recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax
are also recognised in other comprehensive income or directly in equity respectively.
Property, plant and equipment
Property, plant and equipment are tangible asset s that are held for use in the production or supply
of goods or services, or for administrative purposes other than construction in progress as described
below. Property, plant and equipment are stated in the statements of financial position at cost less
subsequent accumulated depreciation and subs equent accumulated impairment losses, if any.
Properties and machinery and equipment in the c ourse of construction for production, supply or
administrative purposes are carried at cost, less any recognised impairment loss. Costs include any costs
directly attributable to bringing the asset to the l ocation and condition necessary for it to be capable of
operating in the manner intended by management. Depreciation of these assets, on the same basis as other
assets, commences when the assets are ready for their intended use.
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When the Group makes payments for ownership in terests of properties which includes both
leasehold land and building elements, the entire cons ideration is allocated between the leasehold land and
the building elements in proportion to the relative f air values at initial recognition. To the extent the
allocation of the relevant payments can be made re liably, interest in leasehold land is presented as
‘‘right-of-use assets’’ in the consolidated statemen t of financial position. When the consideration cannot
be allocated reliably between non-lease buildin g element and undivided interest in the underlying
leasehold land, the entire properties are cl assified as property, plant and equipment.
D e p r e c i a t i o ni sr e c o g n i s e ds oa st ow r i t eo f ft h ecost of property, plant and equipment other than
construction in progress less their residual values ove r their estimated useful lives, using the straight-line
method. The estimated useful live s and depreciation method are reviewed at the end of each reporting
period, with the effect of any changes in esti mate accounted for on a prospective basis.
An item of property, plant and equipment is d erecognised upon disposal or when no future
economic benefits are expected to arise from the conti nued use of the asset. Any gain or loss arising on the
disposal or retirement of an item of property, plant a nd equipment is determined as the difference between
the sales proceeds and the carrying amount of t he asset and is recognised in profit or loss.
Investment properties
Investment properties measured using the cost model
Investment properties are properties held to e arn rentals and/or for capital appreciation.
Investment properties are initially measured at cos t, including any directly attributable expenditure.
Subsequent to initial recognition, investment propert ies are stated at cost less subsequent accumulated
depreciation and any accumulated impairment losses. D epreciation is recognised so as to write off the cost
of investment properties over their estimated useful l ives and after taking into account of their estimated
residual value, using th e straight-line method.
If a property becomes an owner-occupied property because its use has been changed as evidenced by
commencement of owner-occupation , the carrying amount of the property at the date of change in use is
considered as the deemed cost for subsequent accounting.
Intangible assets
Intangible assets acquired separately
Intangible assets with finite useful lives that ar e acquired separately are carried at costs less
accumulated amortisation and any accumulated impai rment losses. Amortisation for intangible assets
with finite useful lives is recognised on a straight-line basis over their es timated useful lives. The estimated
useful life and amortisation method are reviewed at t he end of each reporting period, with the effect of any
changes in estimate being accounted for on a prospective basis.
Research and development expenditure
Expenditure on research activities is recognized as an expense in the period in which it is incurred.
Inventories
Inventories are stated at the lower of cost and n et realisable value. Costs of inventories are
determined on weighted average method. Net realisabl e value represents the estimated selling price for
inventories less all estimated costs of completion and costs necessary to make the sale. Costs necessary to
make the sale include incremental cos ts directly attributable to the sale.
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Biological assets
The Group’s biological assets include horses and fo rage grass plant. Biologi cal assets are measured
on initial recognition and at the end of each reporting pe riod at their fair value less costs to sell, with any
resulting gain or loss recognised in profit or loss for the year in which it arises. Costs to sell are the
incremental costs directly attri butable to the disposal of an asset, excluding finance costs and income
taxes. The fair value of biological assets is determined based on their present condition and is determined
independently by a professional valuer.
Agricultural produce
Agricultural produce harvested from the biologica l assets are recognised at the point of harvest at
fair value less costs to sell. A gain or loss arising from agricultural produce at the point of harvest
measuring at fair value less costs to sell is include di np r o f i to rl o s sf o rt h ep e r i o di nw h i c hi ta r i s e s .
Financial instruments
Financial assets and financial liabilities are re cognised when a group entity becomes a party to the
contractual provisions of the instrument.
Financial assets and financial liabilities are in itially measured at fair value except for trade
receivables arising from contracts w ith customers which are initially measured in accordance with IFRS 15
‘‘Revenue from Contracts with Customers’’. Transa ction costs that are directly attributable to the
acquisition or issue of financial assets and financial li abilities are added to or deducted from the fair value
of the financial assets or financial liabilities, as a ppropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial a ssets or financial liabiliti es at FVTPL are recognised
immediately in profit or loss.
The effective interest method is a method of calcul ating the amortised cost of a financial asset or
financial liability and of allocating interest incom e and interest expense over the relevant period. The
effective interest rate is the rate that exactly dis counts estimated future cash receipts and payments
(including all fees and points paid o r received that form an integral part of the effective interest rate,
transaction costs and other premiums or discounts) th rough the expected life of the financial asset or
financial liability, or, where appropriate, a shor ter period, to the net carrying amount on initial
recognition.
Financial assets
All regular way purchases or sales of financi al assets are recognised and derecognised on a
settlement date basis. Regular way purchases or sales are purchases or sales of financial assets that require
delivery of assets within the time frame establis hed by regulation or convention in the market place.
Classification and subsequent measurement of financial assets
Financial assets that meet the following conditi ons are subsequently measured at amortised 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 da tes to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
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All other financial assets are subsequently meas ured at FVTPL, except that at the date of initial
recognition of a financial asset the Group may irrevo cably elect to present subsequent changes in fair
value of an equity investment in other comprehensiv e income if that equity investment is neither held for
trading nor contingent consideration recognised by an acquirer in a business combination to which IFRS
3 ‘‘Business Combinations’’ applies.
A financial asset is held for trading if:
. it has been acquired principally for t he purpose of selling in the near term; or
. on initial recognition it is a part of a portfolio of identified financial instruments that the
Group manages together and has a recent actual pattern of short-term profit-taking; or
. it is a derivative that is not designated and effective as a hedging instrument.
(i) Amortised cost and interest income
Interest income is recognised using the effectiv e interest method for financial assets measured
subsequently at amortised cost. Interest income is ca lculated by applying the effective interest rate to the
gross carrying amount of a financial asset, except fo r financial assets that have subsequently become
credit-impaired (see below). For financial assets that have subsequently become cr edit-impaired, interest
income is recognised by applying the effective interes t rate to the amortised cost of the financial asset from
the next reporting period. If the credit risk on the cred it-impaired financial instrument improves so that
the financial asset is no longer credit-impaired, inte rest income is recognised by applying the effective
interest rate to the gross carrying amount of the finan cial asset from the beginning of the reporting period
following the determination that the asset is no longer credit-impaired.
(ii) Equity investment classified as FVTOCI
Investments in equity investments at FVTOCI are subsequently measured at fair value with gains
and losses arising from changes in fair value recogn ised in other comprehensive income and accumulated
in the investment revaluation reserve; and are not s ubject to impairment assessment. The cumulative gain
or loss will not be reclassified to profit or loss on dis posal of the equity investment, and will be transferred
to retained earnings.
(iii) Financial assets at FVTPL
Financial instrument that do not meet the criteri a for being measured at amortised cost or FVTOCI
or designated as FVTOCI are measured at FVTPL.
Financial assets at FVTPL are measured at fair v alue at the end of each reporting period, with any
fair value gains or losses recognised in profit or lo ss. The net gain or loss recognised in profit or loss
includes any dividend or interest earned on the financial asset and is included in the ‘‘other gains and
losses’’ line item.
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 trade and bills receivables, othe r receivables, deposits, amounts due from related
parties/subsidiaries, restricted bank balances and bank balances) which are subject to impairment
assessment under IFRS 9. The amount of ECL is update d at each reporting date to reflect changes in
credit risk since initial recognition.
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Lifetime ECL represents the ECL t hat will result from all possible default events over the expected
life of the relevant instrument. In contrast, 12-mont h ECL (‘‘12m ECL’’) represents the portion of lifetime
ECL that is expected to result from default events tha t are possible within 12 m onths after the reporting
date. Assessment are done based on the Group’s historical credit loss experience, adjusted for factors that
are specific to the debtors, general economic condi tions and an assessment of both the current conditions
at the reporting date as well as the forecast of future conditions.
The Group always recognises lifetime ECL for trade receivables.
For all other instruments, the Group measures th e loss allowance equal to 12m ECL, unless there
has been a significant increase in credit risk since ini tial recognition, in which case the Group recognises
lifetime ECL. The assessment of whether lifeti me ECL should be recognised is based on significant
increases in the likelihood or risk of a defau lt occurring since initial recognition.
(i) Significant increase in credit risk
In assessing whether the credit risk has increased s ignificantly since initial recognition, the Group
compares the risk of a default occurring on the financial instrument as at the reporting date with the risk
of a default occurring on the financial instrument a s at the date of initial recognition. In making this
assessment, the Group considers bot h quantitative and qualitative information that is reasonable and
supportable, including historical experience and f orward-looking informatio n that is available without
undue cost or effort.
In particular, the following information is taken into account when assessing whether credit risk has
increased significantly:
. an actual or expected significant deteriorati on in the financial instrument’s external (if
available) or internal credit rating;
. existing or forecast adverse changes in busin ess, financial or economic conditions that are
expected to cause a significant decrease in the debtor’s ability to meet its debt obligations;
. an actual or expected significant deterioration in the operating results of the debtor;
. an actual or expected significant adverse chan ge in the regulatory, economic, or technological
environment of the debtor that results in a sign ificant decrease in the debtor’s ability to meet
its debt obligations.
Irrespective of the outcome of the above assessme nt, the Group presumes that the credit risk has
increased significantly since initial recognition when contract ual payments are more than 30 days past
due, unless the Group has reasonable and supporta ble information that demonstrates otherwise.
The Group regularly monitors the effectiveness of t he criteria used to identify whether there has
been a significant increase in credit risk and revis es them as appropriate to ensure that the criteria are
capable of identifying significant increase i n credit risk before the amount becomes past due.
(ii) Definition of default
For internal credit risk management, the Gr oup considers an event of default occurs when
information developed internally or obtained from ext ernal sources indicates that the debtor is unlikely to
pay its creditors, including the Group, in full (wit hout taking into account any collaterals held by the
Group).
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Irrespective of the above, the Group considers tha t default has occurred when a financial asset is
more than 90 days past due unless the Group has reasona ble and supportable infor mation to demonstrate
that a more lagging default criterion is more appropriate.
(iii) Credit-impaired financial assets
A financial asset is credit-impaired when one or mo re events that have a detrimental impact on the
estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is
credit-impaired includes observab le data about the following events:
. significant financial difficul ty of the issuer or the borrower;
. a breach of contract, such as a default or past due event;
. the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s
financial difficulty, having granted to the borrower a concession(s) that the lender(s) would
not otherwise consider; or
. it is becoming probable that the borrower w ill enter bankruptcy or other financial
reorganisation.
(iv) Write-off policy
The Group writes off a financial asset when there i s information indicating that the counterparty is
in severe financial difficulty and there is no rea listic prospect of recovery, for example, when the
counterparty has been placed under liquidation or ha s entered into bankruptcy proceedings. Financial
assets written off may still be subject to enforcemen t activities under the Group’s recovery procedures,
taking into account legal advice where appropriate. A write-off constitutes a derecognition event. Any
subsequent recoveries are recognised in profit or loss.
(v) Measurement and recognition of ECL
The measurement of ECL is a function of the proba bility of default, loss given default (i.e. the
magnitude of the loss if there is a default) and the expos ure at default. The assessment of the probability of
default and loss given default is based on historical d ata and forward-looking information. Estimation of
ECL reflects an unbiased and probabi lity-weighted amount that is determined with the respective risks of
default occurring as the weights.
G e n e r a l l y ,t h eE C Li st h ed i f f e r e n c eb e t w e e na l lcontractual cash flows that are due to the Group in
accordance with the contract and t he cash flows that the Group expects to receive, discounted at the
effective interest rate deter mined at initial recognition.
The ECL on trade receivables, except for those ass essed individually for debtors with significant
balances or other case with specific circumstance, is measured on a collective basis and those financial
instruments are grouped under a provis ion matrix based on shared credit ri sk characteristics by reference
to aging for the debtors.
Interest income is calculated based on the gross c arrying amount of the financial asset unless the
financial asset is credit-impaired, in which case inte rest income is calculated based on amortised cost of
the financial asset.
The Group recognises an impairment gain or loss in p rofit or loss for all financial instruments by
adjusting their carrying amount, with the exception of trade receivables and other receivables where the
corresponding adjustment is recognis ed through a loss allowance account.
APPENDIX I ACCOUNTANTS’ REPORT
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Derecognition of financial assets
The Group derecognises a financial asset only whe n the contractual rights to the cash flows from the
asset expire, or when it transfers the financial a sset and substantially all the risks and rewards of
ownership of the asset to another entity.
On derecognition of a financial asset measured at a mortised cost, the differ ence between the asset’s
carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
On derecognition of an equity instrument designated at FVTOCI, the cumulative gain or loss
previously accumulated in the investment revaluation reserve is reclassified to retained earnings.
Financial liabilities and equity
Classification as debt or equity
Debt and equity instruments issued by a group entity are classified as either financial liabilities or as
equity instruments in accordance with the substance o f the contractual arrangements and the definitions
of a financial liability a nd an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a r esidual interest in the assets of an entity after
deducting all of its liabilities. Equity instrument s issued by the Company are recognised at the proceeds
received, net of direct issue costs.
Financial liabilities at amortised cost
All financial liabilities including trade and othe r payables, amounts due to related parties and bank
borrowings are subsequently measured at amorti sed cost using the effective interest method.
Derecognition of financial liabilities
The Group derecognises financia l liabilities when, and only whe n, the Group’s obligations are
discharged, cancelled or have expired. The differ ence between the carrying amount of the financial
liability derecognised and the consideration p aid and payable is recognised in profit or loss.
5. KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, the directors of the Company are required to make
judgements, estimates and assumpti ons about the carrying amounts of assets a nd liabilities that are not readily
apparent from other sources. The estima tes and associated assumptions are b ased 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 revie wed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estim ate is revised if the revision affects only that period, or
in the period of the revision and future periods if th e 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 h ave a significant risk of caus ing a material adjustment
to the carrying amounts of assets and liabi lities within the next twelve months.
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Fair value measurement of biological assets
The Group’s biological assets are measured at fair value less costs to sell at the end of each reporting
period. The Group uses valuation techniques that inc lude inputs that are not base d on market observable
data to estimate the fair value of biological assets. F or horses that are not yet in use for plasma collection
(i.e. immature horses), the fair value is determin ed using the market approach, based on the recent
transaction prices. For horses in the plasma collectio n stage (i.e. horses used for production), replacement
cost approach was adopted, with the value derived fro m the relationship between the plasma collection
cycle and the disposal price after pr oductive use, as indicated by historical records. For forage grass plant
that are near harvest stage, the fair value is determ ined using the market approach, based on the recent
transaction prices. For forage grass plant during t he growth stage, replacement cost approach was
adopted. Any changes in the inputs may affect the fair val ue of the Group’s biologica l assets significantly.
The carrying amount of the Group’s biological assets are set out in notes 20 and 39.
Net realisable value of inventories
Net realisable value of inventories is the estimate d selling price in the ordinary course of business
less estimated costs of completion and the estimated costs necessary to make the sale. These estimates are
based on the current market conditions and the historic al experience of sale of products of similar natures.
Any change in the assumptions would increase or decr ease the amount of inventories write-down or the
related reversals of write-down made in prior year s and affect the Group’s net assets value. The Group
reassesses these estimates periodically. The c arrying amounts of the Group’s and the Company’s
inventories are set out in note 23.
Recognition of deferred tax assets
Deferred tax assets in respect of tax losses carried forward and deductible temporary differences are
recognised and measured based on the expected manne r of realisation or settlement of the carrying
amount of the relevant assets and lia bilities, using tax rates enacted o r substantively enacted at the end of
each reporting date. In determining the carrying am ounts of deferred tax assets, expected taxable profits
are estimated which involves several assumptions re lating to the operating environment of the Group and
require a significant level of judgement exercised by the directors. Any change in such assumptions and
judgement would affect the carrying amounts of defer red tax assets to be recognised and hence the net
profit in future years.
The information about the Group’s defer red tax assets is disclosed in note 21.
Estimated impairment of trade receivables and other receivables
Trade receivables and other receivables are assessed i ndividually for debtor with significant balances
or other case with specific circumstance. In additi on, the Group uses collective assessment to calculate
ECL for insignificant trade receivables and other r eceivables balances at the end of each reporting period.
The ECL rates are based on collective assessment and by reference to aging. The collective assessments are
based on the Group’s historical default rates taking i nto consideration forward-looking information that
is reasonable and supportable available without undue co sts or effort. The historical observed default
rates are reassessed and changes in the forward-l ooking information are considered at the end of each
reporting period. The provision of ECL i s sensitive to changes in estimates.
The information about the Group’s trade receiva bles and other receivables and the related ECL
disclosures are set out in notes 24, 25 and 38, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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6. REVENUE AND SEGMENT INFORMATION
(i) Disaggregation of revenue
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Type of goods or services
Sale of pharmaceutical and other products
Human Tetanus Antitoxin 184,069 205,901 226,834
Others 2,888 7,487 3,002
186,957 213,388 229,836
Technical service income 11,064 7,367 5,572
Total 198,021 220,755 235,408
Timing of revenue recognition for contracts with customers
At point in time 198,021 220,755 235,408
Geographical markets
Chinese mainland 195,002 212,732 222,975
Overseas 3,019 8,023 12,433
Total 198,021 220,755 235,408
(ii) Revenue accounting policies and performanc e obligations for contracts with customers
Sale of pharmaceutical products
Revenue from the sale of pharmaceutical produc ts is recognised at point in time when control
of the goods has transferred. For domestic sales, revenue is recognised when control of the goods
has transferred, being when the goods have been deli vered to the customers’ specific locations and
accepted. For overseas sales, revenue is recognis ed when control of the goods has transferred, being
the port of discharge of goods. Following the deliver y, the customers have the primary responsibility
for the risks of obsolescence and loss in relation t o the goods while they can request for return only
if the goods delivered do not meet the required quality standards.
The credit period granted to customers by the Group is determined based on the
characteristics of customers’ credit risks and t he management of the Group considers that there is
no significant financing component. For customer s with long-term relations hips, the normal credit
period granted ranging from 30 to 90 days upon goods accepted by customers and invoices issued.
The Group requests advance payments for certain new customers and such advance payments are
recorded as contract liabilitie s until the control of the goods is tr ansferred to the customers. A
contract liability represents t he Group’s obligation to transfer g oods or services to a customer for
which the Group has received consideration (or an amount of consideration is due) from the
customer.
Technical service income
The Group provides technical service for pharm aceutical testing and inspection. Such services
are recognised as a performance obligation at point in time.
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The normal credit term is 30 to 90 days upon services provided and invoices issued.
Contract costs capitalised relate to cost to fulf ill technical service c ontracts which are still
under research and development process at each re porting date. Contract costs are recognised as
part of cost of sales in the consolidated statements of profit or loss and other comprehensive income
in the period in which revenue from the related service income is recognised. There was no
impairment in relation to the opening balance of cap italised costs or the costs capitalised during the
Track Record Period.
(iii) Transaction price allocated to the remaining performance obligation for contracts with customers
Most of the sale contracts are for periods of one year or less. As permitted by IFRS 15, the
transaction price allocated t o these unsatisfied performanc e obligations is not disclosed.
Segment information
For the purpose of resources allocation and perform ance assessment, the executive directors of the
Company, being the chief operating decision makers (‘ ‘CODMs’’), review the overall results and financial
position of the Group as a whole and accordingly, th e Group has only one reportable segment and no
further analysis of this single segment is presented.
Segment assets and liabilities
No assets and liabilities are included in the measur es of the Group’s segment reporting that are used
by the CODMs. Accordingly, no segment a ssets and liabilities are presented.
Geographical information
All of the Group’s non-current assets are located in the Chinese mainland and revenue from
geographical markets are stated in the above disaggregation of revenue.
Information about major customers
Revenue from customers contributing over 10% of total revenue of the Group for each reporting
period is as below:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Customer A Sale of pharmaceutical products N/A 1 28,631 27,049
1 Revenue from the customer is less than 10% of the total sales of the Group.
APPENDIX I ACCOUNTANTS’ REPORT
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7. OTHER INCOME
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Bank interest income 283 311 172
Rental income (Note i) 796 1,065 616
Incentive subsidies (Note ii) 1,065 2,162 3,792
2,144 3,538 4,580
Note i: Direct operating expenses related to rental income were RMB1,033,000, RMB1,537,000 and
RMB1,002,000 for the years ended 31 December 2023, 2024 and 2025.
Note ii: The amounts recognised mainly represent subsidie s granted by local government authorities to
support the operating activities of the Group, in which no future related cost is expected to be
incurred. These government grants with no unful filled conditions are recognised when payments
were received or became receivable.
8. OTHER GAINS AND LOSSES
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Gain (loss) on disposal of property, plant and equipment 64 (27) (29)
Gain on early termination of lease agreements — 109 —
Fair value change on financial assets at FVTPL 263 106 132
Gain on disposal of a subsidiary (note 30) — — 3,786
Others 66 (74) (225)
393 114 3,664
9. FINANCE COSTS
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest expense on:
— lease liabilities 42 52 34
— bank borrowings 625 328 —
— loan from a related party — 1,846 —
Total 667 2,226 34
APPENDIX I ACCOUNTANTS’ REPORT
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10. IMPAIRMENT LOSSES UNDER EXPECTED CREDIT LOSS MODEL, NET OF REVERSAL
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Impairment losses reversal (recognised) on:
— trade receivables 155 249 (2,251)
— other receivables 178 (131) (240)
Total 333 118 (2,491)
11. INCOME TAX EXPENSE
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current tax:
— PRC Enterprise Income Tax (‘‘EIT’’) 7,922 16,096 12,993
(Over)under provision in prior years:
— EIT (41) 70 (112)
Deferred tax (note 21) 232 459 1,587
Total 8,113 16,625 14,468
According to the Enterprise Income Tax Law of the People’s Republic of China (the ‘‘EIT Law’’) and the
Implementation Regulations of the EIT Law, hi-tech ente rprises are entitled to a preferential income tax rate of
15%. The Company and its subsidiaries, Gaotai County Tianhong Biochemical Technology Development Co.,
Ltd. and Chifeng Bo-en Pharmaceutical Co., Ltd., have obtained high-tech enterp rise certification and are
subject to a preferential EIT of 15% during the Track Record Period.
According to the Announcement of the Ministry of Fina nce and the State Admini stration of Taxation on
Further Implementing the Preferenti al Policies for Income Tax of Small a nd Micro Enterprises (No.13,2022)
and the Announcement on Further Supporting the Dev elopment of Tax policies for Small and Micro
Enterprises and Industrial and Commercial Househol ds (No. 12, 2023), from 1 January 2022 to 31 December
2027, the annual taxable income of small and low-profit enterprises exceeding RMB1 million but not exceeding
RMB3 million shall be reduced by 25%, and enterprise income tax shall be paid at the tax rate of 20%. During
the Track Record Period, Chifeng Bo- en Pharmaceutical Co., Ltd., Jiangs heng (Shenzhen) Biotechnology R &
D Center Co., Ltd. and Jiangxi Tianzheng Biotechnology C o., Ltd. enjoyed corresponding enterprise income tax
concessions according to the applicable ranges.
According to Item (1) of Article 27 of EIT Law of Pe ople’s Republic of China, EIT from agricultural,
forestry, animal husbandry and fishery projects s hall be exempted. Gaotai County Tianhong Sand Grass
Industry Development Co., Ltd. which belongs to agricultu ral, forestry, animal husbandry and fishery projects,
enjoys preferential exemption from EIT during the Track Record Period.
Under the EIT Law and Implementation Regulation of the EIT Law, except for the preferential
treatments available to the Company and certain subsidia ries as mentioned above, other subsidiaries within the
Group operating in the PRC are subject to EIT at the statutory rate of 25% during the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
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The taxation for the Track Record Period can be reconc iled to the profit before tax per the consolidated
statements of profit or loss and other comprehensive income as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit before tax 63,594 91,765 109,262
Tax at the statutory rate of 25% applicable to
the Company 15,899 22,941 27,316
Tax effect of expenses not deductible for tax purposes 112 184 382
Effect of different tax rates of the Company and PRC
subsidiaries (4,617) (7,657) (10,777)
Tax effect of tax losses not recognised 4,619 2,842 3,228
Utilisation of tax losses previously not recognised — (105) —
Tax effect of deductible temporary differences not
recognised — 1,023 —
Tax effect of deductible expenses eliminated on
consolidation (4,212) — —
Utilisation of deductible tem porary differences previously
not recognised (160) — —
Tax effect of additional deduction rate on certain research
and development expenses (Note) (3,487) (2,673) (5,569)
(Over)under provision in prior years (41) 70 (112)
Income tax expense 8,113 16,625 14,468
Note: The eligible expenditures represent research and development costs incurred in the Chinese
mainland and charged to profit or loss, which is subject to a tax deduction ranged from 175% to
200% in the calculation of income tax expense for certain subsidiaries and the Company during
the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
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12. PROFIT FOR THE YEAR
Profit for the year has been arrived at after charging:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Directors’, chief executives’ and supervisors’ remuneration
(note 14) 2,834 3,522 4,391
Other staff costs 34,628 32,419 32,458
— salaries, wages and allowances 20,921 19,499 20,268
— performance relate d bonus 4,075 5,276 4,599
— retirement benefits 2,222 2,143 3,250
— other staffs’ benefit 7,410 5,501 4,341
Total staff costs 37,462 35,941 36,849
Less: Capitalised in biological assets (94) (20) (206)
Capitalised in inventories (5,317) (6,689) (7,676)
32,051 29,232 28,967
Depreciation of property, plant and equipment 13,806 12,054 12,797
Depreciation of investment properties 607 979 1,002
Depreciation of right-of-use assets 1,271 2,344 2,190
Amortisation of intangible assets 129 129 130
Total depreciation and amortisation 15,813 15,506 16,119
Less: Capitalised in biological assets (206) (41) (289)
Capitalised in inventories (3,256) (2,128) (2,534)
Depreciation and amortisation charged directly to profit or
loss 12,351 13,337 13,296
Expenses relating to short-term leases and low-value assets 219 135 282
Research and development costs recognised in profit or loss 24,231 13,681 23,700
Listing expense recognised in profit or loss — 3,660 18,376
Provision for inventories, net (included in cost of sales/
services) 3,335 16,526 2,231
Marketing expenses included in distribution and selling
expenses (Note 1) 25,916 19,367 13,491
Note 1 : Amounts mainly represent service fees paid to th ird-party marketing se rvice providers for
various marketing services.
APPENDIX I ACCOUNTANTS’ REPORT
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Note 2 : Gain arising from initial recognition of agric ultural produce at fair value less estimated
point-of-sales costs at point of harvest — charged to cost of sales included:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cost of sales for the year 12,418 8,925 4,370
Inventory as at prior year and realised in cost of sales
for the year 2,271 4,056 9,029
14,689 12,981 13,399
13. DIVIDENDS
In May 2023, the Company declared a dividend of RMB9,981,000 (RMB0.055 per share) to the existing
shareholders based on the consolidated retained earnings as of 31 December 2022 and it was paid during the
year ended 31 December 2023.
In October 2023, the Company declared a dividend of RMB76,200,000 (RMB0.28 per share) to the
existing shareholders based on the consolidated retained earnings as of 31 December 2022 and it was paid during
the year ended 31 December 2023.
In September 2024, the Company declared a div idend of RMB40,819,000 (RMB0.15 per share) to the
existing shareholders based on the consolidated retained earnings as of 31 December 2023 and it was paid during
the year ended 31 December 2024.
No dividends had been declared during the year ended 31 December 2025 and subsequent to the end of the
Track Record Period to the date of this report.
APPENDIX I ACCOUNTANTS’ REPORT
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14. DIRECTORS’, CHIEF EXECUTIVES’, SU PERVISORS’ AND EMPLOYEES’ EMOLUMENTS
Details of the emoluments paid/payable to th e individuals who were appointed as the directors,
supervisors and chief executives of the Company during the Track Record Period are as follow:
Salaries,
allowance and
benefits in
kind
Performance
related bonus
Retirement
benefit Total
RMB’000 RMB’000 RMB’000 RMB’000
Year ended 31 December 2023
Executive directors
Ms. Jing Yue 1 232 137 28 397
Mr. Liu Yurui 2 80 — — 80
Mr. Yao Xiaodong 352 372 17 741
M s .L iL i n g
3 240 18 — 258
904 527 45 1,476
Non-executive directors
Ms. Yu Ailian 240 68 — 308
Mr. Xiao Changqing 240 68 — 308
480 136 — 616
Independent non-executive director
Mr. Meng Hong 230 — — 230
Supervisors
Mr. Zhou Xing
8 1 4 81 01 5 1 7 3
Mr. Wan Xiaoping 151 22 — 173
Mr. Kang Weishan 144 14 8 166
4 4 34 62 3 5 1 2
2,057 709 68 2,834
APPENDIX I ACCOUNTANTS’ REPORT
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Salaries,
allowance and
benefits in
kind
Performance
related bonus
Retirement
benefit Total
RMB’000 RMB’000 RMB’000 RMB’000
Year ended 31 December 2024
Executive directors
Ms. Jing Yue 363 405 29 797
Mr. Yao Xiaodong 248 484 13 745
Ms. Jing Ruihua
7 20 61 — 81
Mr. Li Changqing 4 242 133 43 418
873 1,083 85 2,041
Non-executive directors
Ms. Yu Ailian 240 61 — 301
Mr. Xiao Changqing 240 61 — 301
480 122 — 602
Independent non-executive directors
Mr. Meng Hong
5 10 — — 10
Mr. Dong Tao 7 10 — — 10
Mr. Zou Pingxue 6 110 — — 110
Mr. Zeng Xiaoliang 6 90 — — 90
220 — — 220
Supervisors
Mr. Wan Xiaoping 151 18 — 169
Mr. Kang Weishan 142 24 10 176
Ms. Wang Li
8 177 110 27 314
470 152 37 659
2,043 1,357 122 3,522
APPENDIX I ACCOUNTANTS’ REPORT
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Salaries,
allowance and
benefits in
kind
Performance
related bonus
Retirement
benefit Total
RMB’000 RMB’000 RMB’000 RMB’000
Year ended 31 December 2025
Executive directors
Ms. Jing Yue 374 617 20 1,011
Mr. Yao Xiaodong 321 485 37 843
Ms. Jing Ruihua 246 306 9 561
Mr. Li Changqing 261 148 31 440
1,202 1,556 97 2,855
Non-executive directors
Ms. Yu Ailian 240 54 — 294
Mr. Xiao Changqing 240 54 — 294
480 108 — 588
Independent non-executive directors
Mr. Dong Tao 30 — — 30
Mr. Zou Pingxue 120 — — 120
Mr. Zeng Xiaoliang 120 — — 120
Mr. Wu Di
9 90 — — 90
360 — — 360
Supervisors
Mr. Wan Xiaoping 152 18 — 170
Mr. Kang Weishan 111 17 2 130
Ms. Wang Li 191 78 19 288
454 113 21 588
2,496 1,777 118 4,391
1 Ms. Jing Yue was appointed as executive director of the Company on 13 January 2022.
2 Mr. Liu Yurui was appointed as executive director of the Company on 13 January 2022 and resigned
as executive director on 27 May 2023.
3 Ms. Li Ling resigned as executive director of the Company on 25 November 2023.
4 Mr. Li Changqing was appointed as executive director of the Company on 6 January 2024.
5 Mr. Meng Hong resigned as independent non-execu tive director of the Company on 20 January
2024.
APPENDIX I ACCOUNTANTS’ REPORT
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6 Mr. Zou Pingxue was appointed as independent non-executive director of the Company on 6
January 2024 and Mr. Zeng Xiaoliang was appoint ed as independent non-executive director of the
Company on 20 March 2024.
7 Ms. Jing Ruihua was appointed as executive di rector of the Company and Mr. Dong Tao was
appointed as independent non-executive dire ctor of the Company on 23 November 2024.
8 Mr. Zhou Xing resigned as supervisor of the Com pany on 25 November 2023 and Ms. Wang Li was
appointed as supervisor of the Company on 6 January 2024.
9 Mr. Wu Di was appointed as independent non-execu tive director of the Company on 20 March
2025.
The discretionary bonus is determined based on the pe rformance of individual and market trend during
the Track Record Period.
The executive directors’ emoluments shown abov e were for their services in connection with the
management of the affairs of the Company and the Group.
The non-executive directors’, independent non-executi ve directors’ and supervisors’ emoluments shown
above were for their services as dir ectors/supervisors of the Company.
During the years ended 31 December 2023, 2024 and 2025, the five highest paid individuals of the Group
include two, three, and four directors, respectively. Th e remunerations of the remaining individuals during the
Track Record Period are set out below:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Employees
— salaries and other benefits 568 383 250
— performance rela ted bonus 601 537 223
— contributions to retirement benefit scheme 20 26 13
1,189 946 486
The number of the highest paid employees who are not the directors nor supervisors of the Company
whose remuneration fell within th e following bands is as follows:
Number of employees
Year ended 31 December
2023 2024 2025
Nil to Hong Kong Dollar (‘‘HK$’’) 1,000,000 3 2 1
During the Track Record Period, no emoluments we re paid by the Group to any of the directors or
supervisors or the five highest pai d individuals (including directors, supervisors and employees) as an
inducement to join or upon joining the Group or as compensa tion for loss of office. In addition, no directors or
supervisors waived any emoluments during the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
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15. EARNINGS PER SHARE
The calculation of the basic earnings per share at tributable to owners of the Company is based on the
following data:
Year ended 31 December
2023 2024 2025
Earnings for the year (RMB’000):
Earnings for the purpose of basic earnings per share 55,494 75,140 94,794
Number of shares (’000):
Weighted average number of ordinary shares for the
purpose of basic earnings per share 272,143 272,143 272,143
The weighted average number of ordinary shares for th e purpose of calculation of basic earnings per share
for the year ended 31 December 2023 has been adjusted fo r the conversion of undist ributed profits by way of
transfer from retained earnings in 2023.
No diluted earnings per share for each reporting peri od were presented as there were no potential ordinary
shares in issue for those years.
APPENDIX I ACCOUNTANTS’ REPORT
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16. PROPERTY, PLANT AND EQUIPMENT
The Group
Buildings
Machinery
and equipment Motor vehicles
Construction
in progress
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
COST:
At 1 January 2023 81,171 93,774 5,466 95,973 — 276,384
Additions — 4,424 3 5,223 343 9,993
Transfer 9,561 922 — (10,483) — —
Disposals — (3,623) — — — (3,623)
At 31 December 2023 90,732 95,497 5,469 90,713 343 282,754
Additions 4,375 2,815 2 3,118 — 10,310
Disposals — (1,269) (413) — — (1,682)
Transfer to assets classified as
held for sale (note 30) (720) (72) — — — (792)
At 31 December 2024 94,387 96,971 5,058 93,831 343 290,590
Additions 90 11,856 54 17,058 — 29,058
Transfer 86,465 2,617 — (89,082) — —
Transfer from investment
p r o p e r t i e s 7 4 9———— 7 4 9
Disposals — (1,100) (318) (3,845) — (5,263)
At 31 December 2025 181,691 110,344 4,794 17,962 343 315,134
ACCUMULATED
DEPRECIATION:
At 1 January 2023 27,773 41,608 4,376 — — 73,757
Provided for the year 4,758 8,510 433 — 105 13,806
Eliminated on disposals — (3,496) — — — (3,496)
At 31 December 2023 32,531 46,622 4,809 — 105 84,067
Provided for the year 4,925 6,779 236 — 114 12,054
Eliminated on disposals — (969) (400) — — (1,369)
Transfer to assets classified as
held for sale (note 30) (628) (36) — — — (664)
At 31 December 2024 36,828 52,396 4,645 — 219 94,088
Provided for the year 5,651 6,896 136 — 114 12,797
Transfer from investment
p r o p e r t i e s 9———— 9
Eliminated on disposals — (586) (309) — — (895)
At 31 December 2025 42,488 58,706 4,472 — 333 105,999
CARRYING AMOUNTS:
At 31 December 2023 58,201 48,875 660 90,713 238 198,687
At 31 December 2024 57,559 44,575 413 93,831 124 196,502
At 31 December 2025 139,203 51,638 322 17,962 10 209,135
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
Buildings
Machinery
and equipment Motor vehicles
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
COST:
At 1 January 2023 31,833 53,611 2,920 5,045 93,409
Additions — 1,611 — 474 2,085
Transfer 932 709 — (1,641) —
Disposals — (42) — — (42)
At 31 December 2023 32,765 55,889 2,920 3,878 95,452
Additions — 1,182 — 2,251 3,433
Transferred to a subsidiary (note i) (721) (72) — — (793)
Disposals — (855) (372) — (1,227)
At 31 December 2024 32,044 56,144 2,548 6,129 96,865
Additions — 6,809 — 39 6,848
Transfer — 1,875 — (1,875) —
Disposals — (354) (168) (3,827) (4,349)
At 31 December 2025 32,044 64,474 2,380 466 99,364
ACCUMULATED DEPRECIATION:
At 1 January 2023 12,707 16,836 2,463 — 32,006
Provided for the year 1,315 5,078 254 — 6,647
Eliminated on disposals — (38) — — (38)
At 31 December 2023 14,022 21,876 2,717 — 38,615
Provided for the year 1,349 4,287 108 — 5,744
Transferred to a subsidiary (note i) (625) (37) — — (662)
Eliminated on disposals — (613) (361) — (974)
At 31 December 2024 14,746 25,513 2,464 — 42,723
Provided for the year 1,049 4,291 15 — 5,355
Eliminated on disposals — (342) (163) — (505)
At 31 December 2025 15,795 29,462 2,316 — 47,573
CARRYING AMOUNTS:
At 31 December 2023 18,743 34,013 203 3,878 56,837
At 31 December 2024 17,298 30,631 84 6,129 54,142
At 31 December 2025 16,249 35,012 64 466 51,791
Note i: The Company signed an agreement to transfer parts of its assets’ ownership to its subsidiary,
Ji’an Haotian Culture Development Co., Ltd. ( 吉安昊天文化發展有限公司) in year 2024, these
assets were transferred to the subsidiary free of charge at the date of the transfer.
APPENDIX I ACCOUNTANTS’ REPORT
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The above items of property, plant and equipment, ex cept for construction in progress, after taking
into account the residual values, are depreciated on a str aight-line basis over their estimated useful lives at
the following rates per annum:
Buildings 4.85%, 9.70%
Machinery and equipment 9.70%–32.33%
Motor vehicles 19.40%–24.25%
Leasehold improvement 33.33%
The Group has not obtained property certificate s of certain buildings with carrying amounts of
RMB23,607,000, RMB21,017,000 and RMB11,328,000 as at 31 December 2023, 2024 and 2025.
17. INTANGIBLE ASSETS
The Group
Patent right Software Total
RMB’000 RMB’000 RMB’000
COST:
At 31 December 2023, 2024 and 2025 2,790 1,152 3,942
ACCUMULATED DEPRECIATION:
At 1 January 2023 4 528 532
Provided for the year 14 115 129
At 31 December 2023 18 643 661
Provided for the year 14 115 129
At 31 December 2024 32 758 790
Provided for the year 14 116 130
At 31 December 2025 46 874 920
IMPAIRMENT:
At 1 January 2023, 31 December 2023, 2024 and
2025 2,650 — 2,650
CARRYING AMOUNTS:
At 31 December 2023 122 509 631
At 31 December 2024 108 394 502
At 31 December 2025 94 278 372
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
Software
RMB’000
COST:
At 31 December 2023, 2024 and 2025 352
ACCUMULATED DEPRECIATION:
At 1 January 2023 48
Provided for the year 35
At 31 December 2023 83
Provided for the year 35
At 31 December 2024 118
Provided for the year 35
At 31 December 2025 153
CARRYING AMOUNTS:
At 31 December 2023 269
At 31 December 2024 234
At 31 December 2025 199
The above intangible assets have finite useful lives, and are amortised on a straight-line basis over the
following periods:
Patent right 10 years
Software 10 years
APPENDIX I ACCOUNTANTS’ REPORT
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18. RIGHT-OF-USE ASSETS
The Group
Leasehold
lands
Leased
properties
Motor
vehicles Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 40,038 1,429 — 41,467
Addition 1,215 — — 1,215
Lease modifications — (16) — (16)
Depreciation (944) (327) — (1,271)
At 31 December 2023 40,309 1,086 — 41,395
Addition 3,693 — — 3,693
Depreciation (2,181) (163) — (2,344)
Termination of a lease — (923) — (923)
Transfer to assets classified as held for
sale (note 30) (1,521) — — (1,521)
At 31 December 2024 40,300 — — 40,300
Addition — — 209 209
Depreciation (2,123) — (67) (2,190)
At 31 December 2025 38,177 — 142 38,319
The Company
Leasehold
lands
RMB’000
At 1 January 2023 2,442
Depreciation (82)
At 31 December 2023 2,360
Depreciation (46)
Transferred to a subsidiary (note 16 (i)) (1,558)
At 31 December 2024 756
Depreciation (27)
At 31 December 2025 729
APPENDIX I ACCOUNTANTS’ REPORT
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The above items of right-of-use-assets are depreciated on a straight-line basis over their estimated useful
lives based on lease terms at the following rates per annum:
Leasehold lands 2.00%–33.33%
Leased properties 16.67%
Motor vehicles 33.33%
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Expenses relating to short-term leases and
low-value assets 219 135 282
Total cash outflow for leases 582 3,330 354
The Group leases various lands, properties and moto r vehicles for its operations during the Track Record
Period. Lease contracts are entered into for fixed ter m of 12 months to 50 years. Lease terms are negotiated on
an individual basis and contain a wide range of differe nt terms and conditions. In determining the lease term
and assessing the length of the non-cancellable period, the Group applies the definition of a contract and
determines the period for which the contract is enforceable.
The Group regularly entered into short-term leas es for motor vehicles, machinery and equipment and
buildings. As at 31 December 2023, 2024 and 2025, the portfol io of short-term leases is similar to the portfolio
of short-term leases to which the short-term lease expense disclosed above.
The Group leased a piece of land from a related pa rty (Gaotai County Jinlu cao Industry Co., Ltd) for
planting grass as feed, with a lease term of 3 years, and reco gnised a right-of-use-asset of RMB3,693,000 during
the year ended 31 December 2024. The Group leased two cars from a related party (Gaotai County Jianquanzi
Forestry and Animal Husbandry Technology Development C o., Ltd.) for daily operations, with a lease term of
3 years, and recognised a right-of-use-asset of RMB209,000 during the year ended 31 December 2025.
Restrictions or covenants on leases
Lease liabilities of RMB1,202, 000, RMB720,000 and RMB891,000 were recognised with related
right-of-use assets with an aggregate carrying a mount of RMB1,086,000, RMB2,461,000 and RMB1,370,000
as at 31 December 2023, 2024 and 2025. These lease agreements do not impose any covenants other than the
security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for
borrowing purposes.
APPENDIX I ACCOUNTANTS’ REPORT
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19. INVESTMENT PROPERTIES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
COST
At the beginning of the year 12,523 36,788 40,538
Addition 24,265 3,750 —
Transfer to property, plant and equipment — — (749)
At the end of the year 36,788 40,538 39,789
ACCUMULATED DEPRECIATION
At the beginning of the year 4,460 5,067 6,046
Provided for the year 607 979 1,002
Transfer to property, plant and equipment — — (9)
At the end of the year 5,067 6,046 7,039
CARRYING AMOUNTS
At the end of the year 31,721 34,492 32,750
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
COST
At the beginning and the end of the year 12,523 12,523 12,523
ACCUMULATED DEPRECIATION
At the beginning of the year 4,460 5,067 5,674
Provided for the year 607 607 608
At the end of the year 5,067 5,674 6,282
CARRYING AMOUNTS
At the end of the year 7,456 6,849 6,241
The above investment properties are measured using t he cost model and represent buildings located in the
PRC and are depreciated on a straight-line basis over 20 to 67 years.
The fair value of the Group’s investment properties at 31 December 2023, 2024 and 2025 was
RMB33,280,000, RMB36,754,000 and R MB35,334,000 and the fair value of the Company’s investment
properties at 31 December 2023, 2024 and 2025 was RMB9,010,000, RMB8,680,000 and RMB8,070,000,
respectively which has been arrived at on the basis o f a valuation carried out as at that date by Jones Lang
LaSalle Corporate Appraisal and Adviso ry Limited (‘‘JLL’’), independent qualified professiona l valuer which is
not connected to the Group. The address of JLL is 7th Fl oor, One Taikoo Place, 979 King’s Road, Quarry Bay,
Hong Kong.
APPENDIX I ACCOUNTANTS’ REPORT
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The fair values of individual investment propert ies were valued by using cost approach or income
approach or direct comparison approach, where appropriate.
In estimating the fair value of investment propertie s, the Group uses market observable data to the extent
it is available. The management of the Group works clo sely with the valuer to establish the appropriate
valuation techniques and inputs to the model.
There has been no change in the valuation techniqu es during the Track Record Period. In estimating the
fair value of the properties, the highest and best use of the properties is their current use.
The fair values of the Group’s investment properties as at 31 December 2023, 2024 and 2025 are grouped
into Level 3 of fair value measurement. There were no transfers into or out of Level 3 during the Track Record
Period.
20. BIOLOGICAL ASSETS
The Group
A. Nature of activities
The biological assets of the Group are horses hel d to produce horse plasma and forage grass plant
held to feed horses. The quantity of the biological assets owned by the Group at the end of the reporting
period is shown below:
As at 31 December
2023 2024 2025
Horses (Heads) 1,251 920 784
In general, horses that are eligible for horse plas ma are usually available for extraction for about 18
months. Forage grass plant is harvested once a year or several times in a year according to different
varieties.
The Group is exposed to a number of risks related to its biological assets as follows:
i. Regulatory and environmental risks
The Group is subject to laws and regulations in the location in which it operates breeding. The
Group has established environmental policies a nd procedures aimed at c ompliance with local
environmental and other laws. Management perfor ms regular reviews to identify environmental
risks and to ensure that the systems in place are adequate to manage these risks.
ii. Climate, disease and other natural risks
The Group’s biological assets are exposed to the risk of damage from climatic changes,
diseases and other natural forces. The Group has e xtensive processes in place aimed at monitoring
and mitigating those risks, including regu lar inspections and disease controls.
APPENDIX I ACCOUNTANTS’ REPORT
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B. Quantity of the agricultural produc e of the Group’s biological assets
Year ended 31 December
2023 2024 2025
Weight of forage grass (Ton) — 1,400 1,697
Volume of horse plasma for producti on (Liter) 73,500 113,690 103,670
C. Value of biological assets
The fair values of biological assets at the end of the reporting period are set out below:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Horses 10,540 5,030 3,820
The movements in biological assets are set out below:
Immature
horses
Horses used
for production
Forage grass
plant Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 1,378 6,802 — 8,180
Purchase cost 263 10,672 — 10,935
Feeding and other related
costs 1,011 — — 1,011
Transfer (1,074) 1,074 — —
Decrease due to disposal/
death — (6,615) — (6,615)
Loss arising from changes in
fair value less costs to sell
of biological assets (78) (2,893) — (2,971)
APPENDIX I ACCOUNTANTS’ REPORT
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Immature
horses
Horses used
for production
Forage grass
plant Total
RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2023 1,500 9,040 — 10,540
Purchase cost — 4,583 162 4,745
Feeding and other related
costs 292 — — 292
Planting cost — — 2,034 2,034
Transfer (968) 968 — —
Transfer to inventories — — (2,196) (2,196)
Decrease due to disposal/
death (219) (3,840) — (4,059)
Loss arising from changes in
fair value less costs to sell
of biological assets (545) (5,781) — (6,326)
At 31 December 2024 60 4,970 — 5,030
Purchase cost — 3,835 238 4,073
Feeding and other related
costs 45 — — 45
Planting cost — — 2,117 2,117
Transfer to inventories — — (2,355) (2,355)
Decrease due to disposal/
death — (2,197) — (2,197)
Loss arising from changes in
fair value less costs to sell
of biological assets (100) (2,793) — (2,893)
At 31 December 2025 5 3,815 — 3,820
The directors of the Company have engaged an independent valuer, JLL, independent qualified
professional valuer which is not connected to the Group, to assist the Group in assessing the fair values of
the Group’s biological assets-horses. The independent valuer and the management of the Group held
meetings periodically to discuss the valuation techni ques and changes in market information to ensure the
valuations have been performed properly. The fair v alue of the Group’s biological assets-forage gross
plant were assessed on the basis of the management’s reasonable estimation. The valuation techniques
used in the determination of fair va lues as well as the key inputs used in t he valuation models are disclosed
in note 39.
APPENDIX I ACCOUNTANTS’ REPORT
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21. DEFERRED TAX ASSETS/LIABILITIES
The Group
For the purpose of presentation in the consolidated st atements of financial position, certain deferred tax
assets and liabilities have been offs et. The following is the analysis of th e deferred tax balances for financial
reporting purposes:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Deferred tax assets 2,676 2,217 1,364
Deferred tax liabilities — — (734)
2,676 2,217 630
The followings are the major deferr ed tax assets (liabilities) recognis ed and movements thereon during the
Track Record Period:
Right-of
use assets
Lease
liabilities
Impairment
of assets
Accrued
expenses
Differences
in tax and
accounting
depreciation
Fair value
change on
biological
assets
Fair value
change on
agricultural
produce
Unrealised
profit Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’0 00 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 (357) 357 827 88 16 31 (341) 2,287 2,908
Credit (charge) to profit or loss 86 (86) 180 55 250 (246) (268) (203) (232)
At 31 December 2023 (271) 271 1,007 143 266 (215) (609) 2,084 2,676
(Charge) credit to profit or loss (98) (163) (73) (69) (131) (340) (746) 1,161 (459)
At 31 December 2024 (369) 108 934 74 135 (555) (1,355) 3,245 2,217
Credit (charge) to profit or loss 163 26 390 (34) (101) 9 (1,182) (858) (1,587)
At 31 December 2025 (206) 134 1,324 40 34 (546) (2,537) 2,387 630
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
The following are the major deferred tax assets/(liab ilities) recognised and movements thereon during the
current and prior years:
Impairment
of assets
Accrued
expenses
Differences
in tax and
accounting
depreciation Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 567 88 (40) 615
Credit to profit or loss 525 55 6 586
At 31 December 2023 1,092 143 (34) 1,201
(Charge) credit to profit or loss (79) (69) 7 (141)
At 31 December 2024 1,013 74 (27) 1,060
Credit (charge) to profit or loss 384 (34) 3 353
At 31 December 2025 1,397 40 (24) 1,413
As at 31 December 2023, 2024 and 2025, the Group had unused tax losses of RMB43,226,000,
RMB54,172,000 and RMB61,972,000, under PRC EIT, respectiv ely, available to offset against future profits.
No deferred tax asset has been recognised as at 31 December 2023, 2024 and 2025 due to the unpredictability of
future profit streams. Pursuant to the relevant laws a nd regulations in the PRC, the unrecognised tax losses at
the end of each reporting period will expire in the following years:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
2025 5,531 5,111 —
2026 2,764 2,764 2,764
2027 9,340 9,340 9,340
2028 14,365 14,365 14,365
2029 — 7,962 7,962
2030 — — 5,256
2031 1,858 1,858 1,858
2032 5,257 5,257 5,257
2033 4,111 4,111 4,111
2034 — 3,404 3,404
2035 — — 7,655
43,226 54,172 61,972
No deferred tax asset has been recognised in respect of the deductible temporary differences of
RMB250,000, RMB4,092,000 and RMB4,092,000 due to the unpredictability of future profit streams as at 31
December 2023, 2024 and 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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22. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial products — 4,106 —
Details of the fair value measurement for the finan cial assets at FVTPL are set out in note 39. All of the
financial assets at FVTPL are denominated in RMB, which is the same as the functional currency of the
Company.
The directors of the Company determine these finan cial products are mainly for the purpose of short-term
fund management, which can be withdrawn on demand, th erefore these financial p roducts are classified as
current assets.
23. INVENTORIES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials and consumables 10,492 7,197 10,648
Work in progress 38,634 39,376 53,236
Finished goods 8,410 9,862 1,144
Total 57,536 56,435 65,028
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials and consumables 3,998 1,848 2,522
Work in progress 11,543 25,898 16,599
Finished goods 10,264 13,218 2,396
Total 25,805 40,964 21,517
APPENDIX I ACCOUNTANTS’ REPORT
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24. TRADE AND BILLS RECEIVABLES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables — contracts with customers 65,770 60,190 98,258
Less: allowance for credit losses (3,292) (3,043) (5,294)
62,478 57,147 92,964
Bills receivables 10,788 10,655 10,268
Total trade and bills receivables 73,266 67,802 103,232
The following is an aging analysis of trade and bill s receivables, net of allowance for credit losses,
presented based on the delivery dates:
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 90 days 47,528 34,534 66,199
91 days to 180 days 18,838 20,437 13,563
181 days to 1 year 6,882 12,394 19,240
More than 1 year 18 437 4,230
73,266 67,802 103,232
The following is the past due analysis of the c arrying amount of trade and bills receivables:
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Not yet past due 21,431 23,047 37,839
Past due less than 30 days 18,386 11,880 25,461
Past due more than 30 days but less than 90 days 18,337 17,225 13,349
Past due more than 90 days 15,112 15,650 26,583
73,266 67,802 103,232
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables — contracts with customers 64,466 58,355 95,967
Less: allowance for credit losses (3,223) (2,931) (5,023)
61,243 55,424 90,944
Bills receivables 10,788 10,655 9,935
Total trade and bills receivables 72,031 66,079 100,879
The following is an aging analysis of trade and bill s receivables, net of allowance for credit losses,
presented based on the delivery dates:
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 90 days 46,872 34,261 64,109
91 days to 180 days 18,540 20,437 13,541
181 days to 1 year 6,619 11,150 19,183
More than 1 year — 231 4,046
72,031 66,079 100,879
The following is the past due analysis of the c arrying amount of trade and bills receivables:
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Not yet past due 21,174 23,023 35,892
Past due less than 30 days 18,331 11,705 25,438
Past due more than 30 days but less than 90 days 17,978 17,165 13,251
Past due more than 90 days 14,548 14,186 26,298
72,031 66,079 100,879
The above trade and bills receivables which have been past due more than 90 days are not considered as in
default because these trade receivables relate to a number of independent customers for whom there was no
recent history of default and they have a good track record with the Group.
As at 1 January 2023, the carrying amount of trade and bills receivables net of allowance for credit losses
from contracts with customers of the Group an d the Company amounted to RMB61,861,000 and
RMB61,542,000 respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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As at 31 December 2023, 2024 and 2025, total bills received amounting to RMB10,788,000,
RMB10,655,000 and RMB10,268,000 are held by the Gr oup for future settlement of trade receivables, of
which certain bills were further discounted/endorsed b y the Group. The Group continues to recognise their full
carrying amounts at the end of each reporting period and d etails are disclosed in note 41. All bills received by
the Group are with a maturity period of less than one year.
An impairment analysis is performed at each reporting date using collective assessment and by reference
to aging to measure ECLs. For debtor with significant balances and other case with specific circumstance,
management will consider the corresponding expected cr edit loss separately. The provision rates are based on
ageing. The calculation reflects the pr obability-weighted outcome, the ti me value of money and reasonable and
supportable information that is available at the reporti ng date about past events, current conditions and
forecasts of future economic conditions.
The Group and the Company does not hold any collat eral over these balances. Further details of
impairment assessment of trade and bills receivables under IFRS 9 are set out in note 38.
25. DEPOSITS, OTHER RECE IVABLES AND PREPAYMENTS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Deposit 84 216 281
Value-added tax recoverable 1,134 1,278 3,855
Prepayment 1,868 2,812 4,166
Deferred issue cost — 642 3,370
Others 1,014 1,539 1,594
4,100 6,487 13,266
Less: allowance for credit losses (121) (252) (492)
3,979 6,235 12,774
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Deposit 29 9 17
Prepayments 1,449 458 3,021
Deferred issue cost — 642 3,370
Others 77 — 183
1,555 1,109 6,591
Less: allowance for credit losses (7) (7) (13)
1,548 1,102 6,578
26. RESTRICTED BANK BALANCES/CASH AND CASH EQUIVALENTS
(a) Restricted bank balances
Restricted bank balances of the Group as at 31 December 2025 represented bank balances placed in
a designated bank account of the Group whos e uses were restricted for debt dispute.
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Cash and cash equivalents
Cash and cash equivalents consist of bank bal ances for the purpose of meeting the Group’s short
term cash commitment.
T h er a n g e so fe f f e c t i v ei n t e r e s tr a t eof the bank balances are as follows:
The Group
As at 31 December
2023 2024 2025
Interest rate per annum:
— Bank balances 0.05%–1.26% 0.05%–0.95% 0.05%–0.95%
The Company
As at 31 December
2023 2024 2025
Interest rate per annum:
— Bank balances 0.05%–1.26% 0.10%–0.95% 0.05%–0.95%
Details of impairment assessment of bank balances are set out in note 38.
27. TRADE AND OTHER PAYABLES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables 12,334 13,024 6,522
Salaries and wages payables 9,251 11,549 11,696
Other tax payables 3,736 1,907 2,092
Payables for acquisition of property, plant and
equipment 12,977 8,936 5,913
Payables for marketing and promotion expenses 24,054 21,013 15,986
Compensation for forest land 3,654 2,266 1,066
Payables for acquisition of bi ological assets 1,066 117 345
Deposit received 563 775 544
Other payables 5,347 2,553 5,593
Listing expenses payables — — 1,004
Accrued issue costs — — 177
72,982 62,140 50,938
As at 31 December 2025, certain trade payable of RMB1,537,000 is involved in a contractual dispute,
resulting in the freezing of certain bank account amount ing to RMB1,556,000. Deta ils of the restricted bank
balances are set out in note 26(a).
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 368 ---
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables 2,237 2,593 2,547
Salaries and wages payables 4,930 5,961 4,199
Other tax payables 2,740 1,583 1,319
Payables for acquisition of property, plant and
equipment 2,756 2,638 226
Payables for marketing and promotion expenses 24,034 20,993 15,966
Deposit received 450 663 460
Other payables 1,810 2,147 4,902
Listing expenses payables — — 1,004
Accrued issue costs — — 177
38,957 36,578 30,800
The normal credit term to the Group and the Company ranged between 30 to 90 days.
The following is an aging analysis of trade payables of the Group and the Company presented based on
the invoice date/delivery date at the end of each reporting period:
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Less than 90 days 8,449 3,309 2,870
More than 90 days and less than 1 year 1,304 7,579 275
More than 1 year 2,581 2,136 3,377
12,334 13,024 6,522
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Less than 90 days 1,633 2,171 2,229
More than 90 days and less than 1 year 209 194 62
More than 1 year 395 228 256
2,237 2,593 2,547
APPENDIX I ACCOUNTANTS’ REPORT
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28. CONTRACT LIABILITIES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Sale of goods 230 374 365
Service income 2,861 2,069 1,570
3,091 2,443 1,935
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Sale of goods 221 366 162
As at 1 January 2023, the Group had contract liabilitie s of RMB5,244,000 including c ontract liabilities for
sale of goods amounting to RMB1,338,000 and technical service amounting to RMB3,906,000.
As at 1 January 2023, the Company had contract li abilities of RMB1,316,000 for sale of goods.
Contract liabilities are expected to be settled within the Group’s and the Company’s normal operating
cycle.
The contract liabilities for sales of goods are cla ssified as current based on the Group’s and the
Company’s earliest obligation to transfer goods to the cus tomers. The contract liabilities for service income are
classified as current based on the Gr oup’s earliest obligation to provide service to the customers. Revenue
recognised during each reporting period with performanc e obligation satisfied includes the entire balance of
contract liabilities at the be ginning of each reporting period.
29. BANK BORROWINGS
The Group and the Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Bank borrowings:
— Fixed rate, secured and repayable within
one year 19,922 — —
The amounts due are based on scheduled repayment dates set out in the loan agreements.
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The ranges of effective interest rates of the Gr oup’s and the Company’s borrowings are as follows:
As at 31 December
2023 2024 2025
%%%
Effective interest rates:
— Fixed rate borrowing 3.65–4.35 — —
The bank borrowing as at 31 December 2023 was secured by 25 patents of the Group.
30. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE/DISPOSAL OF A SUBSIDIARY
In December 2024, the Company passed a resolution t o dispose 100% equity interest in Ji’ an Haotian
Cultural Development Co., Ltd., a subsidiary of the G roup. An equity transfer agreement was signed with a
related party on 3 January 2025 and the disposal was completed on 7 January 2025. The consideration of the
equity transfer is RMB7,200,000. The assets and liabilit ies of Ji’an Haotian Cultural Development Co., Ltd. ( 吉
安昊天文化發展有限公司) were classified as assets and liabilities held for sale as at 31 December 2024.
The Group
Assets classified as held for sale
As at
31 December
2024
RMB’000
Cash and cash equivalents 1,842
Property, plant and equipment 128
Right-of-use assets 1,521
3,491
Liabilities classified as held for sale
As at
31 December
2024
RMB’000
Trade and other payables 77
The Company
Assets classified as held for sale
As at
31 December
2024
RMB’000
Investment in subsidiaries
— Ji’an Haotian Culture Development Co., Ltd. 2,000
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The net assets of Ji’an Haotian Cultural Developmen t Co., Ltd. at the date of disposal were as follows:
As at
7 January
2025
RMB’000
Analysis of assets and liabilities over which control was lost:
Cash and cash equivalents 1,842
Property, plant and equipment 128
Right-of-use assets 1,521
Trade and other payables (77)
Net assets disposed of 3,414
Consideration received:
Cash received 7,200
Total consideration received 7,200
Gain on disposal of a subsidiary:
Consideration received 7,200
Net assets disposed of (3,414)
Gain on disposal 3,786
Net cash inflow arising on disposal:
Cash consideration 7,200
Less: cash and cash equivalents disposed of (1,842)
5,358
31. LEASE LIABILITIES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within one year 342 — 819
Within a period of more than one year but not more
than two years 357 720 72
Within a period of more than two years but not more
than five years 503 — —
1,202 720 891
Less: Amount due for settlement within 12 months
shown under current liabilities 342 — 819
Amount due for settlement after 12 months shown
under non-current liabilities 860 720 72
The weighted average incremental borrowing rate s applied to lease liabilities is 4.65%, 4.20% and
3.60%–4.20% per annum as at 31 December 2023, 2024 and 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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32. RETIREMENT BENEFIT PLANS
In accordance with the rules and regulations in the C hinese mainland, the employees of the Group based
in the Chinese mainland participate in various defined c ontribution retirement benef it plans organised by the
relevant municipal and provincial governments in the Ch inese mainland under which the Group and the relevant
employees are required to make monthly contributions to th ese plans calculated at a certain percentage of the
employees’ salaries.
The municipal and provincial governments undertake t o assume the retirement be nefit obligations of all
existing and future retired Chinese- mainland-based employees’ payable unde r the plans described above. Other
than the monthly contributions, the Group has no further obligation for the payment of retirement and other
post-retirement benefit of its employees. The assets of these plans are held separately from those of the Group in
independently administrated funds managed by the PR C government. The contributions to these plans are
recognised as employee benefit charged to profit or loss and capitalised where applicable. Further details are set
out in notes 12 and 14.
33. SHARE CAPITAL
Details of movements of issued share capital of the Company are as follows:
Number of
shares Share capital
’000 RMB’000
Ordinary shares of RMB1 each
Issued and fully paid:
At 1 January 2023 181,429 181,429
Transfer from retained earnings (note) 90,714 90,714
At 31 December 2023, 2024 and 2025 272,143 272,143
Note:
On 10 May 2023, the Company issued 90,714,27 3 shares of RMB1 each being the conversion of
undistributed profits for the year ended 31 December 20 22 by way of transfer from retained earnings to
the existing shareholders, on the basis of 5 shares for every 10 existing shares held on the record date.
All the new shares issued during the year ended 31 December 2023 rank pari passu with the existing shares
in all respects.
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34. RESERVES OF THE COMPANY
Capital
reserve
Statutory
reserve
Retained
earnings Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2023 29,474 33,057 146,471 209,002
Profit for the year — — 63,256 63,256
Issue of shares — — (90,714) (90,714)
Statutory fund appropria tion — 4,641 (4,641) —
Dividend recognised as distribution — — (86,181) (86,181)
As at 31 December 2023 29,474 37,698 28,191 95,363
Profit for the year — — 99,039 99,039
Statutory fund appropria tion — 10,255 (10,255) —
Dividend recognised as distribution — — (40,819) (40,819)
As at 31 December 2024 29,474 47,953 76,156 153,583
Profit for the year — — 86,455 86,455
Statutory fund appropria tion — 8,404 (8,404) —
At 31 December 2025 29,474 56,357 154,207 240,038
35. CAPITAL COMMITMENT
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Capital expenditure in respect of:
— acquisition of property, plant and equipment
contracted for but not provided in the
Historical Financial Information 101 428 10,449
36. OPERATING LEASING ARRANGEMENTS
The Group as lessor
All of the buildings held by the Group for rental purposes have committed lessees for the next two
years as at 31 December 2023, next one year as at 31 December 2024 and next three years as at 31
December 2025. For those lease contracts with exten sion options, all of them contain market review
clauses in the event that the lessee exercises its opt ion to extend. The lessee does not have an option to
purchase the property or machineries at the expiry of the lease period.
Undiscounted lease payments receivable on leases are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within one year 848 492 194
In the second year 610 — 52
In the third year — — 17
1,458 492 263
APPENDIX I ACCOUNTANTS’ REPORT
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37. CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entit ies in the Group will be able to continue as a going
concern while maximising the return to shareholders th rough the optimisation of the debt and equity balance.
The Group’s overall strategy remains unchanged throughout the Track Record Period.
The capital structure of the Group consists of net deb t, which includes lease liabilities, amounts due to
related parties and bank borrowings disclosed in notes 31, 40 and 29 respectively, net of cash and cash
equivalents, and equity attributable to owners of the Com pany, comprising share capital, retained earnings and
other reserves.
The management of the Group reviews the capital str ucture on a continuous basis. The Group considers
the cost of capital and the risks associated with each class o f capital and will balance its overall capital structure
through new share issues as well as the issue of new debts or the redemption of existing debts.
38. FINANCIAL INSTRUMENTS
(a) Categories of financial instruments
The Group As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at FVTPL — 4,106 —
At amortised cost
— Cash and cash equivalents 58,199 52,831 73,828
— Restricted bank balances — — 1,556
— Trade and bills receivables 73,266 67,802 103,232
— Amounts due from related parties 688 410 96
— Deposits and other receivables
1 977 1,503 1,383
133,130 126,652 180,095
Financial liabilities
At amortised cost
— Bank borrowings 19,922 — —
— Trade and other payables
2 59,995 48,684 36,973
— Amounts due to related parties 42,073 10,012 6
121,990 58,696 36,979
Lease liabilities
— Lease liabilities — current 342 — 819
— Lease liabilities — non-current 860 720 72
1,202 720 891
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The Company As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets
At amortised cost
— Cash and cash equivalents 36,455 23,029 48,348
— Amount due from a related party 41,576 — —
— Amounts due from subsidiaries 74,560 87,750 140,362
— Trade and bills receivables 72,031 66,079 100,879
— Deposits and other receivables
1 99 2 187
224,721 176,860 289,776
Financial liabilities
At amortised cost
— Bank borrowings 19,922 — —
— Amounts due to subsidiaries 17,750 10,443 25,943
— Amounts due to related parties — 10,000 —
— Trade and other payables
2 31,287 29,034 25,105
68,959 49,477 51,048
1 Value-added tax recoverable, prepaymen t and deferred issue cost are excluded.
2 Salaries and wages payables, accrued issue costs and other tax payables are excluded.
(b) Financial risk management objectives and policies
The Group’s and the Company’s major financial inst ruments include restricted bank balances, cash
and cash equivalents, trade and bi lls receivables, deposits and othe r receivables, amounts due from (to)
related parties, amounts due from (to) subsidiaries, f inancial assets at FVTPL, trade and other payables,
bank borrowings and lease liabilities . Details of these financial instruments are disclosed in respective
notes. The risks associated with these financial instru ments include market risk (c urrency risk and interest
rate risk), credit risk and liquidity risk. The policie s on how to mitigate these risks are set out below. The
management manages and monitors these exposures to ensure appropriate measures are implemented on a
timely and effective manner.
Market risks
(i) Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in fore ign exchange rates. Foreign exchange risk arises
from monetary assets and liabilities denominated in foreign currencies.
The Group operates mainly in the PRC and majority of revenue and cost of goods sold and
operations are denominated in RMB. Almost all o f the revenue and costs are denominated in the
group entities’ respective functional currency.
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The carrying amounts of the Group’s foreign curre ncy denominated monetary items at the end
of the reporting period are as follows:
The Group
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and cash equivalents 7,532 1,500 22
Trade and bills receivables — 345 1,698
The Company
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and cash equivalents 5,395 1,399 22
Trade and bills receivables — 345 —
The Group and the Company currently does not have a foreign exchange hedging policy.
However, the management of the Group and the Company monitors foreign exchange exposure and
will consider hedging significant foreig n exchange exposure should the need arises.
No sensitivity analysis is presented for the years ended 31 December 2023, 2024 and 2025 as
the directors of the Company consider that the imp act on profit or loss during the reporting period
is insignificant, taking into account the carryin g amount of monetary items that are denominated in
a foreign currency.
(ii) Interest rate risk
The Group and the Company is exposed to fair value interest rate risk in relation to bank
borrowings and lease liabilities. The Group is also exposed to cash flow interest rate risk in relation
to variable-rate bank balances and restricted b ank balances. The Group manages its interest rate
exposures by assessing the potential impact arising from any interest rate movements based on
interest rate level and outlook. The management of the Group considers that the impacts of interest
rate risk to profit or loss for the years ended 3 1 December 2023, 2024 and 2025 are insignificant for a
reasonable change in the market interest rate. Acc ordingly, no sensitivity analysis is prepared.
Credit risk and impairment assessment
Credit risk refers to the risk that the Group’s a nd the Company’s counterparties default on
their contractual obligations resulting in fin ancial losses to the Group and the Company. The
Group’s and the Company’s credit risk exposures are primarily at tributable to trade and bills
receivables, certain other receivab les (including rental deposits), amounts due from related parties,
amounts due from subsidiaries, restricted bank b alances and cash and cash equivalents. The Group
or the Company does not hold any collateral or othe r credit enhancements to cover its credit risks
associated with its financial assets, except that t he credit risks associated with bills receivables is
mitigated because settlement of certain bills r eceivables are backed by bills issued by reputable
banks and financial institutions . Except for financial assets at FVTPL, the Group and the Company
performed impairment assessment for financial assets and other items under ECL model.
APPENDIX I ACCOUNTANTS’ REPORT
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The Group and the Company manages the risk with respect to restricted bank balances and
bank balances by placing in or entered into the c ontract with the banks with high reputation only.
The Group and the Company has policies in place to ensure that sales are made to reputable
and creditworthy customers with an appropriate fi nancial strength and credit history. It also has
other monitoring procedures to ensure that foll ow-up action is taken to recover overdue debts.
In addition, the Group and the Company reviews re gularly the authorisation of credit limits to
individual customers and recoverable amount of ea ch individual trade recei vables to ensure that
adequate impairment losses are made for irrecove rable amounts. In respect of the business of sale of
pharmaceutical products, the Group and the Compan y normally grants credit periods from 30 to 90
days to reputable customers only and request for ful l payments upon deliveries for other customers.
The Group and the Company have receivables from different customers and other debtors
which operate in different geographic regions in the country and of different commercial scales.
Thus, the Group and the Company classified t he above assets into below categories:
. Category 1 : trade receivables;
. Category 2 : bills receivables;
. Category 3 : other receivables, amounts due from related parties and amounts due from
subsidiaries; and
. Category 4 : restricted bank balances and cash and cash equivalents.
(i) Trade receivables
The Group and the Company applies the IFRS 9 simplified approach to measuring expected
credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the
expected credit losses, trade receivables h ave been grouped based on shared credit risk
characteristics by reference to aging bas ed on the dates of sales invoices issued.
The historical loss rates are adjusted to refl ect current and forward-looking information on
macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has
identified the consumer price index to be the most relevant factors for pharmaceutical customers,
and accordingly adjusts the historical loss ra tes based on expected changes in these factors.
Trade receivables are written off when there is no reasonable expectation of recovery.
Indicators that there is no reasonable expectation o f recovery include, amongst others, the failure of
a debtor to engage in a repayment plan with the Group.
Impairment losses on trade receivables are presented as a net basis in the profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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The following table shows the movement in lifetime ECL that has been recognised for trade
receivables under the simplified approach.
The Group
Lifetime ECL
(not credit-impaired)
RMB’000
As at 1 January 2023 3,447
— Impairment losses reversed, net (155)
As at 31 December 2023 3,292
— Impairment losses reversed, net (249)
As at 31 December 2024 3,043
— Impairment losses recognised, net 2,251
As at 31 December 2025 5,294
The Company
Lifetime ECL
(not credit-impaired)
RMB’000
As at 1 January 2023 3,429
— Impairment losses reversed, net (206)
As at 31 December 2023 3,223
— Impairment losses reversed, net (292)
As at 31 December 2024 2,931
— Impairment losses recognised, net 2,092
As at 31 December 2025 5,023
Impairment losses recognised for the year ended 31 December 2025 were based on the
increase in balances and aging of trade receivab les. In the opinion of the management, there
was no significant changes to the loss rates for each ageing category during the Track Record
Period.
(ii) Bills receivables
The Group and the Company only accepts bank acceptance bills issued by reputable PRC
banks. The management of the Group and the Company considers the credit risk arising from the
bills is insignificant.
(iii) Other receivables, amounts due from related parties and amounts due from subsidiaries
The Group and the Company applies the IFRS 9 to measuring expected credit losses for all
other receivables, amounts due from related parti es and amounts due from subsidiaries. To measure
the expected credit losses, other receivables and a mounts due from related parties have been grouped
based on shared credit risk characteristics.
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The historical loss rates are adjusted to refl ect current and forward-looking information on
macroeconomic factors affecting the abili ty of the debtors to settle the receivables.
The credit risk of amounts due from subsidiaries is insignificant, since the management of the
Company considers the loss given default arising from the subsidiaries is insignificant.
Impairment losses on other receivables and am ounts due from related parties are presented as
a net basis in the profit or loss.
The following table shows the movement that has been recognised for other receivables and
amounts due from related parties.
The Group
12m ECL
RMB’000
As at 1 January 2023 299
— Impairment losses reversed, net (178)
As at 31 December 2023 121
— Impairment losses recognised, net 131
As at 31 December 2024 252
— Impairment losses recognised, net 240
As at 31 December 2025 492
The Company
12m ECL
RMB’000
As at 1 January 2023 9
— Impairment losses reversed, net (2)
As at 31 December 2023 and 2024 7
— Impairment losses recognised, net 6
As at 31 December 2025 13
(iv) Restricted bank balances and cash and cash equivalents
The credit risk on restricted bank balances and cash and cash equivalents of the Group and the
Company is limited because the counterparties are banks or other financial institutions with good
reputation in the PRC.
APPENDIX I ACCOUNTANTS’ REPORT
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Liquidity risk
The management of the Group and the Company are satisfied that the Group and Company
will have sufficient financial resources to meet its financial obligations as they fall due in the
foreseeable future by taking into account the Gr oup’s and the Company’s cash flow projection, and
the Group’s and the Company’s future capital expenditure in respect of its non-cancellable capital
commitments, the management considers that the Group and the Company has sufficient working
capital to meet in full its financial obligations as they fall due for at least the next twelve months
from the end of each reporting period.
The following table details the Group’s and th e Company’s remaining contractual maturity
for its financial liabilities and lease liabilities. The table has been drawn up based on the
undiscounted cash flows. The table includes bot h interest and principal cash flows, where
applicable.
As of 31 December 2023, 2024 and 2025, the Company’s bank borrowings with floating
interest rates amounted to RMB19,922,000, Nil and Nil, respectively. Assuming that other variables
remain unchanged and that interest rates fluctu ate by 50 basis points, such a change would not have
a significant impact on the Company’s to tal profit and shareholders’ equity.
The Group
Weighted average
interest rate
On demand
or within
1y e a r 1t o2y e a r s 2t o5y e a r s O v e r5y e a r s
Total
undiscounted
cash flows
Total
carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2023
Non-interest bearing
Amounts due to related parties N/A 42,073 — — — 42,073 42,073
Trade and other payables N/A 59,995 — — — 59,995 59,995
102,068 — — — 102,068 102,068
Interest bearing
Bank borrowings 3.65%–4.35% 21,886 — — — 21,886 19,922
Lease liabilities 4.65% 389 389 519 — 1,297 1,202
22,275 389 519 — 23,183 21,124
As at 31 December 2024
Non-interest bearing
Amounts due to related parties N/A 10,012 — — — 10,012 10,012
Trade and other payables N/A 48,684 — — — 48,684 48,684
58,696 — — — 58,696 58,696
Interest bearing
Lease liabilities 4.20% — 782 — — 782 720
— 782 — — 782 720
As at 31 December 2025
Non-interest bearing
Amounts due to related parties N/A 6 — — — 6 6
Trade and other payables N/A 36,973 — — — 36,973 36,973
36,979 — — — 36,979 36,979
Interest bearing
Lease liabilities 3.60%–4.20% 854 72 — — 926 891
854 72 — — 926 891
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
Weighted average
interest rate
On demand
or within
1y e a r 1t o2y e a r s 2t o5y e a r s O v e r5y e a r s
Total
undiscounted
cash flows
Total
carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2023
Non-interest bearing
Amounts due to subsidiaries N/A 17,750 — — — 17,750 17,750
Trade and other payables N/A 31,287 — — — 31,287 31,287
49,037 — — — 49,037 49,037
Interest bearing
Bank borrowings 3.65%–4.35% 21,886 — — — 21,886 19,922
21,886 — — — 21,886 19,922
As at 31 December 2024
Non-interest bearing
Amounts due to related parties N/A 10,000 — — — 10,000 10,000
Amounts due to subsidiaries N/A 10,443 — — — 10,443 10,443
Trade and other payables N/A 29,034 — — — 29,034 29,034
49,477 — — — 49,477 49,477
As at 31 December 2025
Non-interest bearing
Amounts due to subsidiaries N/A 25,943 — — — 25,943 25,943
Trade and other payables N/A 25,105 — — — 25,105 25,105
51,048 — — — 51,048 51,048
APPENDIX I ACCOUNTANTS’ REPORT
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39. FAIR VALUE MEASUREMENTS
The management of the Group have closely monitored and determined the appropriate valuation
techniques and inputs for fair value measurements of finan cial instruments and biological assets. In estimating
the fair value of financial instrumen ts and biological assets, the Group uses market-observable data to the
extent it is available. The following table gives info rmation about how the fair values of these financial assets
and biological assets are determined (in particul ar, the valuation technique(s) and inputs used).
The Group
Fair value
As at 31 December Fair value
hierarchy
Valuation technique(s) and
key input(s)2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets at FVTPL
Unlisted money market funds — 4,106 — Level 2 Redemption value quoted by the
relevant investment funds with
reference to the underlying
assets (mainly listed securities
and bonds) of
the fund
Biological assets
Horses used for production
(in plasma collection status)
7,400 2,906 2,689 Level 2 Replacement cost approach
The value was adjusted based on
the implied relationship between
the plasma collection stage and
t h ed i s p o s a lp r i c e ,a si n d i c a t e d
by historical records.
Horses used for production
(in preparation status)
1,640 2,064 1,126 Level 2 Market approach
Recent transaction price
Immature horses 1,500 60 5 Level 2 Market approach
Recent transaction price
APPENDIX I ACCOUNTANTS’ REPORT
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40. RELATED PARTY TRANSACTIONS
(a) Save as disclosed in notes 13, 14, 18, 30 and 33, th e Group entered into the following transactions
and balances with related parties during the Track Record Period:
Relationships Company name Nature of transactions
For the year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Related party controlled
by the Company’s
ultimate controlling
shareholder’s close
family member
Gaotai County Jianquanzi
Forestry and Animal
Husbandry Technology
Development Co., Ltd.
Purchase of forage grass 3,947 68 —
Purchase of other materials 75 1,339 —
Purchase of property, plant
and equipment
— 1,044 1,397
Expenses relating to
short-term leases and
leases of low-value assets
72 72 72
Initial recognition of
right-of-use assets
(non-trade)
—— 2 0 9
Related party controlled
by the Company’s
ultimate controlling
shareholder’s close
family member
Hainan Chuangxin
Pharmaceutical
Technology
Development Co., Ltd
Purchase of other materials 295 266 —
Technical service income — 120 —
Interest expense — 193 —
Rental income 423 423 —
Related party controlled
by the Company’s
ultimate controlling
shareholder’s close
family member
Hainan Huaruida
Investment
Development Co., Ltd
Rental income 16 11 17
Related party controlled
by the Company’s
ultimate controlling
shareholder’s close
family member
Gaotai Country Jinlucao
Industry Co., Ltd
Initial recognition of
right-of-use assets
(non-trade)
— 3,693 —
Holding company Qianhai Tianzheng Interest expense (i) — 1,653 —
APPENDIX I ACCOUNTANTS’ REPORT
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Relationships Company name Nature of balances
As at 31 December
Maximum amount outstanding during the
year ended
31 December
2023 2024 2025 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Related party controlled by the
Company’s ultimate
controlling shareholder’s
close family member
Hainan Chuangxin
Pharmaceutical
Technology Development
Co., Ltd
Amount due from related
parties — lease
receivable (trade)
688 — — N/A N/A N/A
Amount due to related
parties — rental deposit
(non-trade)
— 9 — N/A N/A N/A
Amount due to related
parties — advance
r e c e i p to fr e n t a lf e e
(trade)
10 — 3 N/A N/A N/A
Related party controlled by the
Company’s ultimate
controlling shareholder’s
close family member
Gaotai County Jianquanzi
Forestry and Animal
Husbandry Technology
Development Co., Ltd.
Amount due from related
parties — refund of
goods (trade)
— — — N/A N/A N/A
Amount due from related
parties — payment in
advance (trade)
— 410 96 N/A N/A N/A
Amount due to related
parties — trade payable
(trade)
174 — — N/A N/A N/A
Lease liability (non-trade)
(ii)
— — 141 N/A N/A N/A
Related party controlled by the
Company’s ultimate
controlling shareholder’s
close family member
Hainan Huaruida Investment
Development Co., Ltd
Amount due to related
parties — rental deposit
(non-trade) (ii)
13 3 3 N/A N/A N/A
Related party controlled by the
Company’s ultimate
controlling shareholder’s
close family member
Hainan Huaruida Investment
Development Co., Ltd
Amount due from related
parties — rent receivable
(trade)
— — — N/A N/A N/A
Holding company Qianhai Tianzheng Amount due to related
parties (non-trade) (i)
41,576 10,000 — 56,323 41,576 10,000
Amount due to related
parties (trade)
300 — — 300 300 N/A
Related party controlled by the
Company’s ultimate
controlling shareholder’s
close family member
Gaotai Country Jinlucao
Industry Co., Ltd
Lease liability (non-trade)
(ii)
— 720 750 N/A N/A N/A
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 3–


--- page 385 ---
Notes:
i: In October 2023, the Company and its controll ing shareholder, Qianhai Tianzheng entered
into an equity transfer agreement to transfer 100% equity interest in Hainan Pharmaceutical
Research Institute Co., Ltd. from the Company to Qianhai Tianzheng at a consideration of
RMB83,152,000. During the year ended 31 December 2023, the Company partially received
the consideration of RMB41,576,000.
In September 2024, the Company and Qianhai Tianzheng entered into a supplementary
agreement to terminate the equity transfer agreement signed in October 2023. In accordance
with the supplementary agreement, the Compa ny would repay partial consideration to
Qianhai Tianzheng of RMB34,598,000 together with an interest charge of RMB1,653,000
(representing an interest rate of 4.35% pe r annum). Up to 31 December 2024, RMB24,598,000
and interest of RMB1,653,000 have been settle d. The outstanding balance of amount due to
Qianhai Tianzheng of RMB10,000,000 as at 31 December 2024 has been settled during the
year ended 31 December 2025.
As Hainan Pharmaceutical Research Institute Co., Ltd. is controlled under Qianhai Tianzheng
before and after the equity transfers, it wa s accounted for under the merger accounting
throughout the Track Record Period.
ii: As at 31 December 2025, the rental deposit of RMB3,000 and lease liabilities of RMB891,000
will be settled in three years based on the settlement term of the lease agreements.
(b) The Company’s amounts due from/to subsidiaries and related parties are unsecured, interest free
and repayable on demand.
(c) Save as disclosed above, as set out in the ‘‘Histo ry, Development and Corporate Structure’’ section
of the Prospectus, prior to the Track Record Period, four former shareholders of the Company were
granted with certain special rights, which were subsequently cancelled during 2024 and 2025 after
transferring all of their Shares to Hainan Zhizh eng, the Company’s holding company, which is
controlled by Ms. Jing Yue, the ultimate controlling shareholder of the Company. Jiaxing Jiaci, a
Pre-IPO Investor, was entitled to the benefit of t he divestment rights granted to these four former
shareholders. Among these special rights, the divestment rights granted to the four former
shareholders and Jiaxing Jiaci for repurchase of t heir relevant shares under some pre-determined
conditions were borne by Ms. Jing Yue and Mr. Jing Wei, father of Ms. Jing Yue. The Group was
not obliged to such liability, nor had it provided a ny guarantees to these four former shareholders
and Jiaxing Jiaci. Accordingly, the relevant inv estments from the four former shareholders and
Jiaxing Jiaci were accounted for as equity instrume nts, and no redemption liability was recognized
by the Group as at January 1, 2023, December 31, 2023, December 31, 2024 and December 31, 2025.
41. TRANSFERS OF FINANCIAL ASSETS
The following were the Group’s financial assets as at 31 December 2023, 2024 and 2025 that were
transferred to suppliers by endorsing on a full recourse basis. As the Group has not transferred the significant
risks and rewards, it continues to recognise the full ca rrying amount. These financial assets are carried at
amortised cost in the consolidated statement of financial position.
Bills endorsed to suppliers with full recourse
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount of transfe rred assets 2,390 3,913 3,299
Carrying amount of associated liab ilities (2,390) (3,913) (3,299)
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 4–


--- page 386 ---
42. RECONCILIATION OF LIABILITIES A RISING FROM FINANCING ACTIVITIES
The table below details changes in the Group’s liabilities arising from fin ancing activities, including both
cash and non-cash changes. Liabilities arising from fina ncing activities are those for which cash flows were, or
future cash flows will be, cl assified in the Group’s consolidated sta tements of cash flows as cash flows from
financing activities.
Accrued
issue costs
Dividend
payable
Amounts due
to related
parties
(non-trade)
Bank
borrowings
Lease
liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 — — — 37,622 1,539 39,161
Financing cash flows — (86,181) 41,576 (18,325) (363) (63,293)
Non-cash change
Dividends declared — 86,181 — — — 86,181
Lease modified — — — — (16) (16)
Finance costs recognised (note 9) — — — 625 42 667
At 31 December 2023 — — 41,576 19,922 1,202 62,700
Financing cash flows (642) (40,819) (26,444) (20,250) (3,195) (91,350)
Non-cash change
New lease entered — — — — 3,693 3,693
Dividends declared — 40,819 — — — 40,819
Early termination of lease agreements — — — — (1,032) (1,032)
Deemed contribution — — (6,978) — — (6,978)
Finance costs recognised (note 9) — — 1,846 328 52 2,226
Accrued issue costs 642 — — — — 642
At 31 December 2024 — — 10,000 — 720 10,720
Financing cash flows (2,551) — (10,000) — (72) (12,623)
Non-cash change
New lease entered — — — — 209 209
Finance costs recognised (note 9) ————3 43 4
Accrued issue costs 2,728 — — — — 2,728
At 31 December 2025 177 — — — 891 1,068
43. MAJOR NON-CASH TRANSACTIONS
During the Track Record Period, the Group entered into certain new lease agreements for the use of office
premises. On the date of commencement of leases, the Group recognised right-of-use assets of RMB3,693,000
and lease liabilities of RMB3,693,000 for the year ended 31 December 2024 and right-of-use assets of
RMB209,000 and lease liabilities of RMB209,000 for the year ended 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 5–


--- page 387 ---
44. PARTICULARS OF ALL SUBSIDIARIES OF THE COMPANY
Details of the subsidiaries directly and indirectly held by the Company at the end of each reporting period
and at the date of this report are set out below.
Name of subsidiaries
Place and date
of incorporation
Equity interest attributable
to the Group
At date of
this
report
Paid up issued/
registered capital at
date of this report Principal activitiesAs at 31 December
2023 2024 2025
Jiangxi Tianzheng Biotechnology
Co., Ltd. (Note i & Note v)
PRC
8 Jul 2016
100% 100% 100% 100% RMB5,000,000 Sales and distribution of
pharmaceutical products
Jiangsheng (Shenzhen)
Biotechnology R&D
Center Co., Ltd.
(Note i & Note vi)
PRC
29 Nov 2019
100% 100% 100% 100% RMB30,000,000 Research and development of
anti toxin biological
products
Gaotai County Tianhong Sand
Grass Industry Development Co.,
Ltd. (Note i & Note v)
PRC
24 Oct 2013
100% 100% 100% 100% RMB10,000,000 Production of raw materials
Gaotai County Tianhong
Biochemical Technology
Development
Co., Ltd. (Note iv & Note vi)
PRC
9 Jan 2012
100% 100% 100% 100% RMB50,000,000 Production of raw materials
Chifeng Bo-en Pharmaceutical Co.,
Ltd. (Note i & Note vi)
PRC
19 May 2004
100% 100% 100% 100% RMB35,000,000 Production of veterinary drug
products
Chifeng Bo-en Pharmaceutical
Operation Co., Ltd.
(Note i & Note v)
PRC
16 Apr 2021
100% 100% 100% 100% RMB500,000 Sales of veterinary drug
products
Shenzhen Jiangsheng Biotechnology
Co., Ltd. (Note ii & Note vi)
PRC
7 Feb 2023
66% — — — RMB100,000/
RMB10,000,000
Sales and distribution of
pharmaceutical products
Ji’an Haotian Cultural
Development Co., Ltd.
(Note i & Note vii)
PRC
8 Sep 2023
100% 100% — — RMB2,000,000 Cultural medium
Hainan Pharmaceutical
Research Institute Co., Ltd.
(Note iii & Note vi)
PRC
16 Jul 2020
100% 100% 100% 100% RMB100,000,000 Research and development of
anti toxin biological
products
Jiangsheng (Hainan) Biotechnology
Co., Ltd (Note i & Note vi)
PRC
29 Nov 2024
— 100% 100% 100% —/
RMB10,000,000
Research and development of
anti toxin biological
products
All the subsidiaries of the Company are limited liab ility companies. None of the subsidiaries had any debt
securities outstanding as at 31 December 2023, 2024 an d 2025 or at any time during the Track Record Period.
Notes:
i. No audited statutory financial statements were prepared for these subsidiaries for the Track Record
Period as there are no statutory audit requirements.
ii. The subsidiary was deregistered during the year ended 31 December 2024.
iii. The financial statements for the year ende d 31 December 2023 were audited by Shenzhen Jintian
Certified Public Accountants (Common Cooperate). No audited statutory financial statements were
prepared for Hainan Pharmaceutical Research I nstitute Co., Ltd. for the years ended 31 December
2024 and 2025 as there are no statutory audit requirements.
iv. The financial statements for the year ended 31 December 2024 were audited by Gansu Hongtaihua
Certified Public Accountants (General Partnership ). No audited statutory financial statements were
prepared for Gaotai County Tianhong Biochemica l Technology Development Co., Ltd. for the years
ended 31 December 2023 and 2025 as there are no statutory audit requirements.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 6–


--- page 388 ---
v. The subsidiaries are indir ectly held by the Company.
vi. The subsidiaries are directly held by the Company.
vii. The subsidiary was directly held by the Company until the completion of disposal on 7 January
2025. Details of the disposal are stated in note 30.
45. SUBSEQUENT EVENTS
There were no significant events after 31 Decembe r 2025 that require additional disclosures in or
adjustments to the Historic al Financial Information.
46. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements of the Company, its subsidiary or the Group has been prepared in respect
of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 7–


--- page 389 ---
The information set out in this appendix does not form part of the Accountants’ Report on
the historical financial information of the Group prepared by Deloitte Touche Tohmatsu,
Certified Public Accountants, Hong Kong, the reporting accountants of the Company, as set
out 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 t his prospectus and the Accountants’ Report set
forth in Appendix I to this Prospectus prospectively.
A. UNAUDITED PRO FORMA STATEME NT 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
paragraph 4.29 of the Listing Rules is set out below to illustrate the effect of the Global
Offering (as defined in this prospectus) on the audited consolidated net tangible assets of
the Group attributable to owners of the Company at 31 December 2025 as if the Global
Offering had taken place on that date.
The unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group attributable to owners of the Company ha s 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
31 December 2025 or any future dates following the Global Offering.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
–I I - 1–


--- page 390 ---
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
consolidated net tangible assets of the Group attributable to owners of the Company as at
31 December 2025 as derived from the Account ants’ Report, the text of which is 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
31 December
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
31 December
2025
Unaudited pro forma adjusted
consolidated net tangible assets
of the Group attributable
to owners of the Company
as at 31 December 2025 per Share
RMB’000 RMB’000 RMB’000 RMB HK$
(note 1) (note 2) (note 3) (note 4)
B a s e do na nO f f e rP r i c e
of HK$9.33 per Offer
Share 497,645 260,289 757,934 2.46 2.83
B a s e do na nO f f e rP r i c e
of HK$13.06 per
Offer Share 497,645 372,478 870,123 2.82 3.25
1. The audited consolidated net tangible assets o f the Group attributable to owners of the Company as
at 31 December 2025 is based on the consolidated net assets of the Group attributable to owner of
the Company amounted to RMB498,017,000, with adj ustment for intangible assets of the Group as
at 31 December 2025 of RMB372,000 extracted from the Accountants’ report set forth in Appendix
It ot h i sp r o s p e c t u s .
2. The estimated net proceeds from the Global Offering are based on 36,234,500 new Offer Shares to be
issued at the Offer Price of HK$9.33 and HK$13.06 p er Offer Share, being the low end and high end
of the indicated Offer Price range respectively, af ter deduction of the estimated underwriting fees
and commissions and other listing related expe nses payable/paid by the Company (excluding the
listing expense that have been charged to profit or loss up to 31 December 2025). The calculation of
such estimated net proceeds does not assume the exercise of the Over-allotment Option.
For the purpose of calculating, the estimated net proceeds from the Global Offering, the amount
denominated in Hong Kong dollars has been converted into Renminbi at an exchange rate of
HK$1.1504 to RMB1.00, which was the exchange rat e prevailing on 14 June 2026 with reference to
the rate published by the People’s Bank of China. N o representation is made that Hong Kong dollar
amounts have been, could have been or may be conver ted to Renminbi, or vice versa, at that rate or
at any other rates or at all.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
–I I - 2–


--- page 391 ---
3. The number of shares used for the calculation of unaudited pro forma adj usted consolidated net
tangible assets of the Group attributable to owners of the Company per Share is based on
308,377,319 Shares were in issue assuming the Global Offering had been completed on 31 December
2025. It does not take into account (i) any Shares which may be allotted and issued upon the exercise
of the Over-allotment Option or (ii) any Shares which may be issued or repurchased by the
Company pursuant to the general mandates.
4. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to
owners of the Company per Share is converted f rom Renminbi to Hong Kong dollars at the rate of
RMB1 to HK$1.1504, which was the exchange rate prevailing on 14 June 2026 with reference to the
rate published by the People’s Bank of China. N o representation is made that the Renminbi
amounts have been, would have been or may be conv erted to Hong Kong dollars, or vice versa, at
that rate or at any other rates or at all.
5. No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets
of the Group attributable to owners of the Company as at 31 December 2025 to reflect any
operating result or other transactions of the Gr oup entered into subsequent to 31 December 2025.
6. By comparing the valuation of the Group’s property interest as at 31 March 2026 as set out in
Appendix III to this prospectus, the net valuati on surplus of these properties is approximately
RMB456,000, which has not been included in the above unaudited pro forma adjusted consolidated
net tangible assets of the Group attributable to owners of the Company. The valuation surplus of
the properties will not be incorporated in the Gr oup’s financial statements in the future. If the
valuation surplus were to be included in the financia l statements, an additional annual depreciation
charge of approximately RMB79,000 would be incurred.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
–I I - 3–


--- page 392 ---
B. REPORTING ACCOUNTANTS’ REPORTS ON UNAUDITED PRO FORMA
FINANCIAL INFORMATION
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 F ORMA FINANCIAL INFORMATION
To the Directors of Jiangxi Institute of Biological Products Inc.
We have completed our assurance engag ement to report on the compilation of
unaudited pro forma financial information of J iangxi Institute of Biological Products Inc.
(the ‘‘Company ’’) and its subsidiaries (hereinafte r collectively referred to as the ‘‘ Group ’’) by
the directors of the Company (the ‘‘ Directors ’’) for illustrative purpos es only. The unaudited
pro forma financial information consists of the unaudited pro forma statement of adjusted
consolidated net tangible assets as at 31 D ecember 2025 and related notes as set out on
pages II-1 to II-3 of Appendix II to the prospectus issued by the Company dated 22 June
2026 (the ‘‘Prospectus ’’). The applicable criteria on the basis of which the Directors have
compiled the unaudited pro forma financial in formation are described on pages II-1 to II-3
of Appendix II to the Prospectus.
The unaudited pro forma financial information has been compiled by the Directors to
illustrate the impact of the Global Offering (a s defined in the Prosp ectus) on the Group’s
financial position as at 31 December 2025 as if the Global Offering had taken place at 31
December 2025. As part of this process, inform ation about the Group’s financial position
has been extracted by the Directors from the Group’s historical information for each of the
three years ended 31 December 2025, on which an accountants’ report set out in Appendix I
to the Prospectus has been published.
Directors’ Responsibilities for the Un audited Pro Forma Financial Information
The Directors are responsible for comp iling 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 ‘‘Prepar ation of Pro Forma Financial Information for
Inclusion in Investment Circulars’’ (‘‘ AG 7 ’’) issued by the Hong Kong Institute of Certified
Public Accountants (the ‘‘ HKICPA ’’).
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
–I I - 4–


--- page 393 ---
Our Independence and Quality Management
We have complied with the independence and o ther 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 R eviews 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 ethic al 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 f or any reports previously given by us on any
financial information used in the compila tion of the unaudited pro forma financial
information beyond that owed to those to whom those reports were addressed by us at the
dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 ‘‘Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus’’ 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 financia l 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 informa tion 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 si gnificant 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 pur poses of the illustration. Accordingly, we do
not provide any assurance that the actual outcome of the event or transaction at 31
December 2025 would ha ve been as presented.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
–I I - 5–


--- page 394 ---
A reasonable assurance engagement to report on whether the unaudited pro forma
financial information has been properly comp iled on the basis of the applicable criteria
involves performing procedures to assess wh ether 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
t r a n s a c t i o n ,a n dt oo b t a i ns u f f i c i e nt appropriate evidence about whether:
. the related pro forma adjustments give app ropriate effect to those criteria; and
. the unaudited pro forma financial information reflects the proper application of
those adjustments to the unadj usted financial information.
The procedures selected depend on the repor ting accountants’ judgment, having regard
to the reporting accountants’ understanding of the nature of the Group, the event or
transaction in respect of which the unaudite d pro forma financial information has been
compiled, and other relevant e ngagement 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
22 June 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
–I I - 6–


--- page 395 ---
The following is the text of a letter, summary of values and valuation certificates,
prepared for the purpose of incorporation in th is prospectus received from Jones Lang LaSalle
Corporate Appraisal and Advisory Limited, an independent valuer, in connection with its
valuation as at 31 March 2026 of the selected property interests of the Group.
Jones Lang LaSalle Corporate Appraisal and Advisory Limited
7th Floor, One Taikoo Place
979 King’s Road
Hong Kong
tel +852 2846 5000 fax +852 2169 6001
Company Licence No.: C-030171
ʮ̡
༸979ࢭ7ᅽ
ཥ༑+852 2846 5000  ෂॆ+852 2169 6001
ʮ̡೐๫໮ᇁjC-030171
22 June 2026
The Board of Directors
Jiangxi Institute of Biological Products Inc.
No. 198 Huoju Avenue,
Jinggangshan Economic and Technological Development Zone,
Ji’an,
Jiangxi Province,
The People’s Republic of China
Dear Sirs,
In accordance with your instructions to valu e the selected properties in which Jiangxi
Institute of Biological Products Inc. ( 江西生物製品研究所股份有限公司,t h e‘ ‘Company ’’)
and its subsidiaries (hereinafter together referred to as the ‘‘ Group ’’) have interests in the
People’s Republic of China (the ‘‘ PRC’’), we confirm that we have carried out inspections,
made relevant enquiries and searches and obtained such further information as we consider
necessary for the purpose of providing you with our opinion of the market values of the
property interests as at 31 March 2026 (the ‘‘ valuation date ’’).
As instructed by the Company, we have valued the selected property interests owned
by the Company. The property interests not subject to our valuation are the property
interests (i) that form part of the Company’s property activities and with a carrying amount
below 1% of the Company’s total assets, and the total carrying amount of such property
interests not valued does not exceed 10% of the Company’s total assets, or (ii) that do not
form part of the Company’s property activities and the carrying amount of such property
interest is below 15% of the Company’s total assets.
Our valuation is carried out on a market value basis. Market value is defined as ‘‘the
estimated amount for which an asset or liability should exchange on the valuation date
between a willing buyer and a willing seller in a n arm’s-length transaction, after proper
marketing and where the parties had each acted knowledgeably, prudently, and without
compulsion.’’
APPENDIX III PROPERTY VALUATION REPORT
–I I I - 1–


--- page 396 ---
Due to the nature of the buildings and structures of property No. 1 in Group I and the
particular location in which it is situate d, there are unlikely to be relevant market
comparable sales readily available. The property interest has therefore been valued by the
cost approach with reference to its depreciated replacement cost. Depreciated replacement
cost is defined as ‘‘the current cost of replacin g an asset with its modern equivalent asset less
deductions for physical deterioration and all relevant forms of obsolescence and
optimization.’’ It is based on an estimate of the market value for the existing use of the
land, plus the current cost of replacement (reproduction) of the improvements, less
deductions for physical deterioration and all relevant forms of obsolescence and
optimization. In arriving at the value of land portion, reference has been made to the
sales evidence as available in the locality. The d epreciated replacement cost of the property
interest is subject to adequate potential pr ofitability of the concerned business. In our
valuation it applies to the whole of the complex or development as a unique interest, and no
piecemeal transaction of the complex or development is assumed.
We have valued the property interest of property No. 2 in Group II by income
approach by taking into account the rental income of the property derived from the existing
leases and/or achievable in the existing mar ket with due allowance for the reversionary
income potential of the leases, which have been then capitalised to determine the market
value at an appropriate capitalisation rate. Where appropriate, reference has also been
made to the comparable sale transaction s as available in the relevant market.
We have attributed no commercial value the property interests of property Nos. 3 and
4 in Group II due to the lack of relevant title certificates.
Our valuation has been made on the assumption that the seller sells the property
interests in the market without the benefit o f a deferred term contract, leaseback, joint
venture, management agreement or any similar arrangement, which could serve to affect the
values of the property interests.
No allowance has been made in our report for any charges, mortgages or amounts
owing on the property interests valued nor for any expenses or taxation which may be
incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are
free from encumbrances, restrictions and outgoings of an onerous nature, which could
affect their values.
In valuing the property interests, we have complied with all requirements contained in
Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities issued by
the Stock Exchange of Hong Kong Limited; the RICS Valuation — Global Standards
published by the Royal Institution of Chartered Surveyors; the HKIS Valuation Standards
published by the Hong Kong Institute of Surveyors; and the International Valuation
Standards published by the International Valuation Standards Council.
We have relied to a very considerable extent on the information given by the Group
and have accepted advice given to us on such matters as planning approvals, statutory
notices, easements, particulars of occupanc y, lettings, and all other relevant matters.
APPENDIX III PROPERTY VALUATION REPORT
–I I I - 2–


--- page 397 ---
We have been shown copies of title documents including State-owned Land Use Rights
Grant Contracts, Real Estate Title Certific ates, Construction Lan d Planning Permits,
Construction Work Planning Permits, Construction Work Commencement Permits,
Property Sales Contracts, Tenancy Agreements and other title documents relating to the
property interests and have made relevant enquiries. Where possible, we have examined the
original documents to verify the existing tit le to the property interests in the PRC and any
material encumbrance that might be attached to the property interests or any tenancy
amendment. We have relied considerably on the advice given by the Company’s PRC legal
adviser — Beijing Kangda Law Firm, concerning t he validity of the property interests in the
PRC.
We have not carried out detailed measurements to verify the correctness of the areas in
respect of the properties but have assumed that the areas shown on the documents and
official site plans handed to us are correct. All documents and contracts have been used as
reference only and all dimensions, measurements and areas are approximations. No on-site
measurement has been taken.
We have inspected the exterior and, where possible, the interior of the properties.
However, we have not carried out investigatio n to determine the suitability of the ground
conditions and services for any development thereon. Our valuation has been prepared on
the assumption that these aspects are satisfac tory. Moreover, no structural survey has been
made, but in the course of our inspection, we did not note any serious defect. We are not,
however, able to report whether the properties are free of rot, infestation or any other
structural defect. No tests were carried out on any of the services.
Inspection of the properties was carried out between 4 March 2025 and 13 March 2025
by Cyndi Huang, who is a Chartered Surveyor and a China Real Estate Appraiser and has
more than 14 years’ experience in the valuation of properties in the PRC.
We have had no reason to doubt the truth and accuracy of the information provided to
us by the Group. We have also sought confirmation from the Group that no material
factors have been omitted from the information supplied. We consider that we have been
provided with sufficient information to arr i v ea ni n f o r m e dv i e w ,a n dw eh a v en or e a s o nt o
suspect that any material information has been withheld.
Unless otherwise stated, all monetary fig ures stated in this report are in Renminbi
(RMB).
Climate change, sustainability, resilien ce, and ESG are increasingly influencing
investment approaches as they may affect prospects for rental and capital growth, and
susceptibility to obsolescence. Properties th at do not meet the sustainability characteristics
expected in the market may represent a higher investment risk, particularly as occupiers
become more conscious of ESG impacts on operational workspace, which could impact on
vacancy and rental levels. This view is supported by RICS in their recently published
guidance note ‘‘Sustainability and ESG in com mercial property valuation and strategic
advice (3rd Edition).’’
APPENDIX III PROPERTY VALUATION REPORT
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--- page 398 ---
While some of the sustainability and ESG ini tiatives are considered subjective and
intangible, they cannot always be demonstrat ed with quantifiable evidence. Based on our
research and local market knowledge, there is not yet any direct and tangible evidence of
ESG being reflected in specific investment behaviours and/or pricing considerations for
assets of a similar nature to the subject property, although it is acknowledged that ESG
c r i t e r i ai sf o r m i n gp a r to fa ni n c r e a s i n gn u m b e ro fi n v e s t m e n tm a n d a t e s .H o w e v e rm o r e
tangible benefits such as energy efficiency ar e realisable in operational costs. We have not
undertaken full asset and market investigatio ns in this regard. Whilst there is currently no
direct and tangible evidence to suggest that the market is making pricing adjustments for
ESG, we will continue to monitor market movements and sentiment.
Our summary of values and valuation certificates are attached below for your
attention.
Yours faithfully,
For and on behalf of
Jones Lang LaSalle Corporate Appraisal and Advisory Limited
Eddie T. W. Yiu
MRICS MHKIS R.P.S. (GP)
Senior Director
Note: Eddie T.W. Yiu is a Chartered Surveyor who has 32 yea rs’ experience in the valuation of properties in
Hong Kong and the PRC as well as relevant e xperience in the Asia-Pacific region.
APPENDIX III PROPERTY VALUATION REPORT
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SUMMARY OF VALUES
Group I — Property interest held and occupied by the Group in the PRC
No. Property
Market value in
existing state as at
31 March 2026
RMB
1. Factory Complex of Chifeng Bo-en
Pharmaceutical Co., Ltd.
located at Yuanbaoshan Industrial Park,
Chifeng High-tech Industrial Development Zone,
Yuanbaoshan District,
Chifeng,
Inner Mongolia Autonomous Region,
The PRC
(赤峰博恩藥業有限公司廠區)
103,000,000
Sub-total: 103,000,000
Group II — Property interests held for investment by the Group in the PRC
No. Property
Market value in
existing state as at
31 March 2026
RMB
2. 3 office units of Tower 2, Chongqing International
Finance Square
located at No. 16 Qingyun Road,
Jiangbei District,
Chongqing,
The PRC
(重慶國金中心T2棟3個辦公單元)
7,810,000
3. 20 residential units of Mei’an South Fulin Center
located at No. 23 Mei’an Third Street,
Mei’an Technology New City South Area,
Xiuying District,
Haikou,
Hainan Province,
The PRC
(美安南區福鄰中心20個住宅單元)
No commercial value
(Refer to note 1)
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--- page 400 ---
No. Property
Market value in
existing state as at
31 March 2026
RMB
4. 4 residential units of Yaogu Talent Room
located at No. 6 Yaogu Yiheng Street,
Xiuying District,
Haikou,
Hainan Province,
The PRC
(藥谷人才房4個住宅單元)
No commercial value
(Refer to note 2)
Sub-total: 7,810,000
Grand total: 110,810,000
Notes:
1. As at the valuation date, property No. 3 in Group II ha d not obtained any title certificate. Therefore, we
have attributed no commercial value to it. However, for reference purpose, we are of the opinion that the
calculated value of property No. 3 in Group II as at the valuation date would be RMB24,265,116
assuming all relevant title certificates have been obtained and subj ect to the affordable housing policy in
Haikou.
2. As at the valuation date, property No. 4 in Group II ha d not obtained any title certificate. Therefore, we
have attributed no commercial value to it. However, for reference purpose, we are of the opinion that the
calculated value of property No. 4 in Group II as at the valuation date would be RMB2,999,040 assuming
all relevant title certificates hav e been obtained and subject to the affordable housing policy in Haikou.
APPENDIX III PROPERTY VALUATION REPORT
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--- page 401 ---
VALUATION CERTIFICATE
Group I — Property interest held and occupied by the Group in the PRC
No. Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
31 March 2026
RMB
1. Factory Complex of
Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
located at
Yuanbaoshan
Industrial Park,
Chifeng High-tech
Industrial
Development Zone,
Yuanbaoshan
District,
Chifeng,
Inner Mongolia
Autonomous
Region,
The PRC
(赤峰博恩藥業有限
公司廠區)
Factory Complex of Chifeng
Bo-en Pharmaceutical Co., Ltd.
is located in Yuanbaoshan
Industrial Park of Chifeng
High-tech Industrial
Development Zone. Chifeng
High-tech Industrial
Development Zone is a
first-class development zone in
Inner Mongolia, with a planned
land area of approximately 77.9
s q . k m .a n dab u i l t - u pa r e ao f
approximately 54.4 sq.km.
Yuanbaoshan Industrial Park is
one of the four industrial parks
of Chifeng High-tech Industrial
Development Zone. The locality
of the property is a newly
developed area where public
facilities such as municipal
facilities and amenities are
under further improvement.
The property comprises 3
parcels of land with a total site
area of approximately 53,975.06
sq.m. and various buildings and
structures erected thereon.
As at the valuation
date, the construction
work (exclusive of
interior decoration) of
13 buildings of the
property was
completed. The interior
decoration work of
these buildings was
near completion and
had almost reached the
intended ready-for-use
condition.
103,000,000
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--- page 402 ---
No. Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
31 March 2026
RMB
T h es i t ea r e ao fl a n dp a r c e lN o .
1 of the property is
approximately 33,334.59 sq.m.
There are 9 buildings with a
total gross floor area of
approximately 17,344.25 sq.m.
erected on it. The construction
work (exclusive of interior
decoration) of these buildings
was completed in 2023.
Moreover, a small portion of
vacant land has been reserved
on land parcel No. 1 for the
future construction of
Workshop No. 2. The details of
the 9 buildings are set out as
follows:
Building Name
Gross
Floor Area
(sq.m.)
Multi-functional
Building
1,001.15
Workshop No. 1 6,495.50
Vaccine
Workshop
411.25
Dormitory 2,177.60
Material
Warehouse
700.00
Animal House 2,200.00
Subsidiary Room 800.00
R&D Center 3,498.75
Guard Room 60.00
Total: 17,344.25
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--- page 403 ---
No. Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
31 March 2026
RMB
T h es i t ea r e ao fl a n dp a r c e lN o .
2 of the property is
approximately 16,863.47 sq.m.
There are 4 buildings with a
total gross floor area of
approximately 11,226.32 sq.m.
erected on it. The construction
work (exclusive of interior
decoration) of these buildings
was completed in 2023. The
details of the buildings are set
out as follows:
Building Name
Gross
Floor Area
(sq.m.)
Workshop No. 3 3,739.20
Workshop No. 4 7,233.13
Dangerous
Goods
Warehouse
144.00
Sewage
Treatment
Room
109.99
Total: 11,226.32
T h es i t ea r e ao fl a n dp a r c e lN o .
3 of the property is
approximately 3,777.00 sq.m.
Warehouse Nos. 1 and 2 with a
total planned gross floor area of
approximately 1,541.00 sq.m.
are planned to be constructed
on it.
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--- page 404 ---
No. Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
31 March 2026
RMB
The structures of the property
mainly include an underground
water pool, an emergency
sewage treatment water storage
pool, boundary walls and roads.
The land use rights of land
parcel No. 1 of the property
have been granted for a term of
50 years expiring on 28 June
2068 for industrial use. The land
use rights of land parcel No. 2
of the property have been
granted for a term of 50 years
expiring on 15 November 2070
for industrial use. The land use
rights of land parcel No. 3 of the
property have been granted for
a term of 50 years expiring on 14
September 2073 for industrial
use.
Notes:
1. Pursuant to a State-owned Land Use Rights Grant Contract — (Meng) 0005430 dated 29 June 2018, the
land use rights of a parcel of land with a site area of approximately 33,334.59 sq.m. (land parcel No. 1 of
the property) were contracted to be granted t o Chifeng Bo-en Pharmaceutical Co., Ltd. ( 赤峰博恩藥業有
限公司, ‘‘Chifeng Bo-en Pharmaceutical’’, a wholly-o wned subsidiary of the Company) for a term of 50
years for industrial use. The la nd premium was RMB4,800,181.
2. Pursuant to a State-owned Land Use Rights Grant Contract — (Meng) 0005515 dated 16 November 2020,
the land use rights of a parcel of land with a site area of approximately 16,863.47 sq.m. (land parcel No. 2
of the property) were contracted to be granted to Chi feng Bo-en Pharmaceutical for a term of 50 years for
industrial use. The land premium was RMB2,428,340.
3. Pursuant to a State-owned Land Use Rights Grant Contract — (Meng) 0005587 dated 15 September 2023,
the land use rights of a parcel of land with a site are a of approximately 3,777.00 sq.m. (land parcel No. 3
of the property) were contracted to be granted to Chi feng Bo-en Pharmaceutical for a term of 50 years for
industrial use. The land premium was RMB543,888.
4. Pursuant to a Real Estate Title Certificate (for land) — Meng (2018) Yuan Bao Shan Qu Bu Dong Chan
Quan Di No. 0010774 dated 12 November 2018, the land use rights of a parcel of land with a site area of
approximately 33,334.59 sq.m. (land parcel No. 1 of the property) have been granted to Chifeng Bo-en
Pharmaceutical for a term of 50 years expiring on 28 June 2068 for industrial use.
5. Pursuant to a Real Estate Title Certificate (for land) — Meng (2021) Yuan Bao Shan Qu Bu Dong Chan
Quan Di No. 0008156 dated 2 June 2021, the land use rights of a parcel of land with a site area of
approximately 16,863.47 sq.m. (land parcel No. 2 of the property) have been granted to Chifeng Bo-en
Pharmaceutical for a term of 50 years expiring on 15 November 2070 for industrial use.
APPENDIX III PROPERTY VALUATION REPORT
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--- page 405 ---
6. Pursuant to a Real Estate Title Certificate (for land) — Meng (2023) Yuan Bao Shan Qu Bu Dong Chan
Quan Di No. 0006706 dated 26 October 2023, the land use rights of a parcel of land with a site area of
approximately 3,777.00 sq.m. (l and parcel No. 3 of the property) have been granted to Chifeng Bo-en
Pharmaceutical for a term of 50 years expiring on 14 September 2073 for industrial use.
7. Pursuant to a Construction Land Planning Permit — Di Zi Di No. 150403201810011 dated 16 July 2018,
permission towards the planning of the land parcel wi th a site area of approximately 33,334.59 sq.m. (land
parcel No. 1 of the property) has been granted to Chifeng Bo-en Pharmaceutical.
8. Pursuant to a Construction Land Planning Permit — Di Zi Di No. 150403202110002 dated 4 February
2021, permission towards the planning of the land par cel with a site area of approximately 16,863.47 sq.m.
(land parcel No. 2 of the property) has been granted to Chifeng Bo-en Pharmaceutical.
9. Pursuant to a Construction Land Planning Permit — Di Zi Di No. 1504032023YG0008345 dated 8
December 2023, permission towards the planning of the land parcel with a site area of approximately
3,777.00 sq.m. (land parcel No. 3 of the property) ha s been granted to Chifeng Bo-en Pharmaceutical.
10. Pursuant to a Construction Work Planning Permit — Jian Zi Di No. 150403202110009 dated 26 August
2021 in favour of Chifeng Bo-en Pharmaceutic al, 9 buildings with a total gross floor area of
approximately 17,344.25 sq.m. have been approved fo r construction on land parcel No. 1 of the property.
11. Pursuant to a Construction Work Planning Permit — Jian Zi Di No. 150403202210007 dated 17 May 2022
in favour of Chifeng Bo-en Pharmaceutical, 4 buildin gs with a total gross floor area of approximately
11,226.32 sq.m. and an underground water pool have been approved for construction on land parcel No. 2
of the property.
12. Pursuant to a Construction Work Planning Permit — Jian Zi Di No. 1504032024GG0034474 dated 25
September 2024 in favour of Chifeng Bo-en Pharmaceu tical, 2 buildings with a t otal gross floor area of
approximately 1,541.00 sq.m. and an emergency se wage treatment water storage pool have been approved
for construction on land parcel No. 3 of the property.
13. Pursuant to 2 Construction Work Commencement Permits — Nos. 150403202110007 and
150403202110012 dated 10 September 2021 and 3 December 2021 respectively in favour of Chifeng
Bo-en Pharmaceutical, permission by the relevant loc al authority was given to c ommence the construction
of 9 buildings on land parcel No. 1 of the property wit h a total gross floor area of approximately 17,344.25
sq.m.
14. Pursuant to 2 Construction Work Commencement Permits — Nos. 150403202210005 and
150403202210006 dated 26 July 2022 in favour of Chifeng Bo-en Pharmaceutical, permission by the
relevant local authority was given to commence the c onstruction of 4 buildings on land parcel No. 2 of the
property with a total gross floor ar ea of approximately 11,226.32 sq.m.
15. Pursuant to 6 Certificates of Completion and A cceptance of Construction Project, an Opinion on Unit
Work Quality Verification and a C onstruction Work Quality Service Report, the construction work of 9
buildings on land parcel No. 1 of the property was completed between April 2023 and November 2023.
16. Pursuant to 2 Opinions on Quality and Technical Ins pection of Construction Project and a Construction
Work Quality Service Report, the construction work of 4 buildings on land parcel No. 2 of the property
was completed in June 2023.
17. Pursuant to 3 Certificates of Completion and Accep tance of Construction Project, the construction work
of road network on land parcel No. 1 of the property and the external facility network of the property was
completed between November 2022 and May 2023.
APPENDIX III PROPERTY VALUATION REPORT
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--- page 406 ---
18. Pursuant to 13 Real Estate Title Certificates — Meng (2025) Yuan Bao Shan Qu Bu Dong Chan Quan Di
Nos. 0008875, 0008876, 0008877, 0008879, 0008882, 0008883, 0008884, 0008885, 0008887, 0008888,
0008889, 0008890 and 0008898 dated 22 September 2025 or 23 September 2025, 13 buildings with a total
gross floor area of approximately 28,570.57 sq.m . are owned by Chifeng Bo-en Pharmaceutical. The
relevant land use rights have been granted to Chifeng Bo-en Pharmaceutical for the terms expiring on 28
June 2068 or 15 November 2070 for industrial use.
19. We have been provided with a legal opinion regardin g the property interest by the Company’s PRC legal
advisers, which contains, inter alia , the following:
a. Chifeng Bo-en Pharmaceutical legally owns the lan d use rights of the land parcels and the real estate
ownership rights of the bu ildings of the property.
APPENDIX III PROPERTY VALUATION REPORT
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--- page 407 ---
VALUATION CERTIFICATE
Group II — Property interests held for investment by the Group in the PRC
No. Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
31 March 2026
RMB
2. 3 office units of
Tower 2, Chongqing
International
Finance Square
located at
No. 16 Qingyun
Road,
Jiangbei District,
Chongqing,
The PRC
(重慶國金中心T2棟3
個辦公單元)
Chongqing International
Finance Square, located at
Jiangbeizui Central Business
District, is the largest integrated
development project in the area.
With a gross floor area of
approximately 660,000 sq.m.,
the project includes a
300-meter-high landmark
skyscraper, a high-end shopping
mall, 4 Grade A office buildings
(namely T2, T3, T5 and T6) and
a deluxe hotel. With linkage to
the interchange station for
metro Line 6 and Line 9, the
project enjoys very good
transportation accessibility.
The property comprises an
office unit on Level 30 and 2
office units on Level 31 of
Tower 2 of Chongqing
International Finance Square.
Completed in 2015, Tower 2 of
Chongqing International
Finance Square is a 34-storey
office building with 32 stories
aboveground and 2 stories
underground. The total gross
floor area of the property is
approximately 518.12 sq.m., the
details of which are set out as
follows:
Unit No.
Gross
Floor Area
(sq.m.)
3006 174.88
3106 174.88
3107 168.36
Total: 518.12
The land use rights of the
property have been granted for
a term expiring on 4 August
2051 for business and financial
uses.
As at the valuation
date, the property was
vacant.
7,810,000
APPENDIX III PROPERTY VALUATION REPORT
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--- page 408 ---
Notes:
1. Pursuant to 3 Property Sale Contracts of C hongqing — CQ-103–00800790, CQ-6097640 and CQ-6097649
dated between 23 July 2015 and 11 April 2017, the prope rty with a total gross floor area of approximately
518.12 sq.m. was contracted to be purchased by Jiangxi Institute of Biological Products ( 江西生物製品研
究所, the predecessor of the Company) at a total consideration of RMB12,131,986.
2. Pursuant to 3 Real Estate Title Certificates — Yu (2022) Jiang Bei Qu Bu Dong Chan Quan Di Nos.
000129026, 000129049 and 000129225 dated 11 February 2022, 3 office units with a total gross floor area
of approximately 518.12 sq.m. are owned by the Compan y. The relevant land use rights of the office units
have been granted to the Company for a term of 40 years expiring on 4 August 2051 for business and
financial uses.
3. Our valuation has been made on th e following basis and analysis:
a. in valuing the property, we have considered rental evidence of similar properties located in the same
business circle and/or nearby within reasonable w alking distance. We adopted market rents when
calculating the rental income of vacant area;
b. as at the valuation date, the m onthly unit rents of the comparable properties ranged from RMB90 to
RMB100 per sq.m. for office units. Appropriate ad justments and analysis are considered to the
differences in several aspects including location, decoration, layout, year of completion and other
characters between the comparables and the prope rty to arrive at the market rent. We summed up
the adjustment factors to reach the total adjustm ent. The general basis of adjustment is that if the
comparable property is superior to the property, a downward adjustment is m ade. Alternatively, if
the comparable property is inferior or less desir able than the property, an upward adjustment is
made. Based on the analysis of the comparables, the monthly market unit rent of the property as at
the valuation date is RMB99.5 per sq.m.
c. based on our research, the stabilized market yi eld of similar office properties is in the range of
4.25% to 4.75%. Considering the location and cha racteristics of the property, we have applied a
market yield of 4.50% for office units in the valuation.
4. We have been provided with a legal opinion regardin g the property interest by the Company’s PRC legal
advisers, which contains, inter alia , the following:
a. The Company legally owns the real estate ownership rights of the property.
APPENDIX III PROPERTY VALUATION REPORT
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--- page 409 ---
VALUATION CERTIFICATE
No. Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
31 March 2026
RMB
3. 20 residential units
of Mei’an South
Fulin Center
located at
No. 23 Mei’an
Third Street,
Mei’an Technology
New City South
Area,
Xiuying District,
Haikou,
Hainan Province,
The PRC
(美安南區福鄰中心
20個住宅單元)
Mei’an South Fulin Center is
located at the intersection of
Mei’an Third Street and Anling
Second Road. The project
includes 5 residential buildings
with over 300 residential units.
Mei’an South Fulin Center is
one of the affordable housing
projects in Haikou. The locality
is a newly developed area where
public facilities such as
municipal facilities and
amenities are under further
development.
As at the valuation
date, 4 units of
building No. 1, 5 units
of building No. 2,
2 units of Entrance 1 of
building No. 5 and 7
units of Entrance 2 of
building No. 5 of the
property with a total
gross floor area of
approximately 2,029.50
sq.m. were rented to
several independent
third parties for
residential use, whilst
the remaining 2 units of
the property with a
total gross floor area of
approximately 217.27
sq.m. were vacant.
No commercial
value
(Refer to note 4)
APPENDIX III PROPERTY VALUATION REPORT
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--- page 410 ---
No. Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
31 March 2026
RMB
The property comprises 4
residential units of building No.
1, 6 residential units of building
No. 2, 2 residential units of
Entrance 1 of building No. 5
and 8 residential units of
E n t r a n c e2o fb u i l d i n gN o .5o f
Mei’an South Fulin Center.
Completed in 2022, building
Nos. 1, 2 and 5 are 14-storey
residential buildings with 13
stories aboveground and a
storey underground. The total
gross floor area of the property
is approximately 2,246.77 sq.m.,
the details of which are set out
as follows:
Building
No.
Entrance
No.
Unit
No.
Gross Floor
Area
(sq.m.)
1 — 501 124.33
1 — 502 92.83
1 — 503 92.83
1 — 505 124.33
2 — 501 124.33
2 — 502 92.83
2 — 605 124.33
2 — 705 124.33
2 — 905 124.33
2 — 1005 124.33
5 1 902 92.94
5 1 903 92.94
5 2 601 124.47
5 2 901 124.47
5 2 1001 124.47
5 2 1002 92.94
5 2 1101 129.93
5 2 1102 92.94
5 2 1201 129.93
5 2 1202 92.94
Total: 2,246.77
APPENDIX III PROPERTY VALUATION REPORT
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--- page 411 ---
Notes:
1. Pursuant to a Letter of Intent for Subscribing Me i’an South Fulin Center Proj ect dated 16 August 2021,
20 residential units with a total gr oss floor area of approximately 2,246.77 sq.m. were contracted to be
purchased by Hainan Pharmaceutical Research Institute Co., Ltd. ( 海南藥物研究所有限責任公司,
‘‘Hainan Pharmaceutical Research Institute’’, a wh olly-owned subsidiary of the Company) at a total
consideration of RMB24,265,116. As confirmed by the Group, the total consideration had been fully paid
as at the valuation date.
2. Pursuant to a Supplementary Agreement to the Lett er of Intent for Talent Housing Purchase dated 21
March 2023, the 20 residential units subscribed by Hainan Pharmaceutical Research Institute have met the
conditions for signing the Affordable Housing Sales Contract, but Hainan Pharmaceutical Research
Institute applies for an extension of the contra ct due to personal reasons. Both parties of the
supplementary agreement confirm that the extensio n period shall not exceed 3 years (from the date of
signing the supplementary agreement). The final tra nsaction price for the purchase of the units shall be
based on the area of the surveying report, with ref unds for any excess or supplements for any shortfall.
3. According to 9 Tenancy Agreements, 18 residentia l units of the property with a total gross floor area of
approximately 2,029.50 sq.m. are rented to several i ndependent third parties with the expiry date between
11 August 2026 and 30 September 2028 at a total monthly rent of RMB38,400, exclusive of management
fees, water and electricity charges.
4. As at the valuation date, the property had not obtaine d any title certificate. Therefore, we have attributed
no commercial value to the property. However, fo r reference purpose, we are of the opinion that the
calculated value of the property as at the valuation da te would be RMB24,265,116 assuming all relevant
title certificates have been obt ained and subject to the affordable housing policy in Haikou.
5. Our valuation has been made on th e following basis and analysis:
a. Mei’an South Fulin Center is one of the affordab le housing projects in Haikou. The sales price of
the residential units of this project is restricted at fixed unit price by relevant policies. As at the
valuation date, the unit price of the compara ble properties in Mei’an South Fulin Center is
RMB10,800 per sq.m. for residential units.
6. We have been provided with a legal opinion regardin g the property interest by the Company’s PRC legal
advisers, which contains, inter alia , the following:
a. The letter of Intent mentioned in note 1 and the supplementary agreement mentioned in note 2 are
legal and valid. There are no other mortgages, pledges or judicial seizures that may limit the rights
of use.
APPENDIX III PROPERTY VALUATION REPORT
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--- page 412 ---
VALUATION CERTIFICATE
No. Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
31 March 2026
RMB
4. 4 residential units of
Yaogu Talent Room
located at
No. 6 Yaogu Yiheng
Street,
Xiuying District,
Haikou,
Hainan Province,
The PRC
(藥谷人才房4個住宅
單元)
Yaogu Talent Room is located
at Yaogu Yiheng Street and
near Nanhai Avenue. The
project includes 4 residential
buildings. Yaogu Talent Room
is one of the affordable housing
projects in Haikou. The locality
is a developed area with various
public facilities and amenities.
There are several residential
projects and factories around
the project.
The property comprises 2
residential units of building No.
N2 and 2 residential units of
building No. N3 of Yaogu
Talent Room. Completed in
2022, building Nos. N2 and N3
are 22-storey residential
buildings with 21 stories
aboveground and a storey
underground. The total gross
floor area of the property is
approximately 249.92 sq.m., the
details of which are set out as
follows:
Building
No. Unit No.
Gross
Floor
Area
(sq.m.)
N2 709 62.54
N2 1909 62.54
N3 909 62.42
N3 1910 62.42
Total: 249.92
As at the valuation
date, a unit of building
No. N2 and 2 units of
building No. N3 of the
property with a total
gross floor area of
approximately 187.38
sq.m. were rented to
several independent
third parties for
residential use, whilst
the remaining unit of
the property with a
gross floor area of
approximately 62.54
sq.m. was vacant.
No commercial
value
(Refer to note 4)
Notes:
1. Pursuant to a Letter of Intent for subscribing Y aogu Anju Talent Room Project dated 16 August 2021, 10
residential units with a total gross floor area of a pproximately 677.31 sq.m. (inclusive of the property)
were contracted to be purchased by Hainan Phar maceutical Research Institute Co., Ltd. ( 海南藥物研究所
有限責任公司, ‘‘Hainan Pharmaceutical Research Institute ’’, a wholly-owned subsidiary of the Company)
at a total consideration of RMB8,127,840. As confir med by the Group, the total consideration had been
fully paid as at the valuation date.
APPENDIX III PROPERTY VALUATION REPORT
–I I I - 1 8–


--- page 413 ---
2. Pursuant to a Supplementary Agreement to the Lett er of Intent for Talent Housing Purchase dated 3
August 2023, 10 residential units with a total gross fl oor area of approximately 677.07 sq.m. (inclusive of
the property) were contracted to be purchased by Hain an Pharmaceutical Research Institute at a total
consideration of RMB8,127,840. T he 10 residential units have me t the conditions for signing the
Affordable Housing Sales Contract, but Hainan Ph armaceutical Research Institute applies for an
extension of the contract due to personal reasons. B oth parties of the supplementary agreement confirm
that the extension period shall not exceed 3 years (fro m the date of signing the supplementary agreement).
3. According to 3 Tenancy Agreements, 3 residential units of the property with a total gross floor area of
approximately 187.38 sq.m. are rented to several inde pendent third parties with the expiry date between 31
March 2026 and 25 June 2026 at a total monthly rent o f RMB5,300, exclusive of management fees, water
and electricity charges.
4. As at the valuation date, the property had not obtaine d any title certificate. Therefore, we have attributed
no commercial value to the property. However, fo r reference purpose, we are of the opinion that the
calculated value of the property as at the valuatio n date would be RMB2,999,040 assuming all relevant
title certificates have been obt ained and subject to the affordable housing policy in Haikou.
5. Our valuation has been made on th e following basis and analysis:
a. Yaogu Talent Room is one of the affordable housing projects in Haikou. The sales price of the
residential units of this project is restricted at fixed unit price by relevant policies. As at the
valuation date, the transaction unit price of th e comparable properties in Yaogu Talent Room is
RMB12,000 per sq.m. for residential units.
6. We have been provided with a legal opinion regardin g the property interest by the Company’s PRC legal
advisers, which contains, inter alia , the following:
a. The letter of Intent mentioned in note 1 and suppl ementary agreement mentioned in note 2 are legal
and valid. There are no other mortgages, pledges or judicial seizures that may limit the rights of use.
APPENDIX III PROPERTY VALUATION REPORT
–I I I - 1 9–


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THE PRC TAXATION
Taxation on dividends
Individual investors
Pursuant to the Individual Income Tax Law of the PRC ( 《中華人民共和國個人所得稅
法》), which was latest amended on August 31, 2018 and the Implementation Provisions of
the Individual Income Tax Law of the PRC ( 《中華人民共和國個人所得稅法實施條例》),
which was latest amended on December 18, 2018 (hereinafter collectively referred to as the
‘‘IIT Law ’’), dividends distributed by PRC enterprises are subject to individual income tax
levied at a flat rate of 20%. For a foreign individual who is not a resident of the PRC, the
receipt of dividends from an enterprise in th e PRC is normally subject to individual income
tax of 20% unless specifically exempted by the tax authority of the State Council or reduced
by relevant tax treaty.
Pursuant to the Arrangement between the Mainland and the Hong Kong Special
Administrative Region on the Avoidance of Double Taxation and the Prevention
of Fiscal Evasion ( 《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》),
(hereinafter referred to as the ‘‘ Arrangement on the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion ’’) which was signed on August 21, 2006, the Chinese
Government may levy taxes on the dividends paid by a Chinese company to Hong Kong
residents (including natural persons and legal entities) in an amount not exceeding 10% of
the total dividends payable. If a Hong Kong resident directly holds more than 25% of the
equity interest in a Chinese company and is the b eneficial owner of the dividends, and meets
other conditions, then such tax shall not exceed 5% of the total dividends payable by the
Chinese company. The Fifth Protocol of the Arrangement between the Mainland of China
and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation
and the Prevention of Fiscal Evasion ( 《國家稅務總局關於〈內
地和香港特別行政區關於對所
得避免雙重徵稅和防止偷漏稅的安排〉第五議定書》) (the ‘‘ Fifth Protocol ’’) issued by the
State Administration of Taxation, which came into effect on December 6, 2019, stipulates
that the aforementioned provisions shall not apply to arrangements or transactions made
with one of the main purposes of obtaining the aforementioned tax benefits.
Enterprise Investors
In accordance with the Enterprise Income Tax Law of the PRC ( 《中華人民共和國企業
所得稅法》) issued by NPC on March 16, 2007, and latest amended on December 29, 2018
and the Implementation Provisions of the Enterprise Income Tax Law of the PRC ( 《中華人
民共和國企業所得稅法實施條例》) issued by the State Council on December 6, 2007, latest
amended on December 6, 2024 and implemen ted on January 20, 2025, a non-resident
enterprise is generally subject to a 10% ente rprise income tax on PRC-sourced income
(including dividends received from a PRC resident enterprise), if it does not have an
establishment or premise in the PRC or has a n establishment or premise in the PRC but its
PRC-sourced income has no real connection with such establishment or premise. The
aforesaid income tax payable for non-resident enterprises are deducted at source, where the
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
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--- page 415 ---
payer of the income is required to withhold the income tax from the payments due to the
non-resident enterprise. The withholding tax may be reduced or eliminated under an
applicable treaty for the avoidance of double taxation.
The Circular of the SAT on Issues Relating to the Withholding and Remitting of
Enterprise Income Tax by PRC Resident Enterp rises on Dividends Distributed to Overseas
Non-Resident Enterprise Shareholders of H Shares ( 《國家稅務總局關於中國居民企業向境
外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》), which was issued
and implemented by the SAT on November 6, 2008, further clarified that a PRC resident
enterprise is required to withhold and rem it enterprise income tax at a rate of 10% on
dividends paid to non-PRC resident enterprise holders of H shares from profits generated
since 2008. Non-PRC resident enterprise shareholders who wish to enjoy the benefits of a
tax treaty should comply with the rele vant provisions of that tax treaty.
Pursuant to the Arrangement on the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion, the Chinese Government may levy taxes on the dividends
paid by a Chinese company to Hong Kong residents (including natural persons and legal
entities) in an amount not exceeding 10% of the total dividends payable. If a Hong Kong
resident directly holds more than 25% of the equity interest in a Chinese company and is the
beneficial owner of the dividends, and meets other conditions, then such tax shall not
exceed 5% of the total dividends payable by the Chinese company. The Fifth Protocol
stipulates that the aforementioned provisions shall not apply to arrangements or
transactions made with one of the main purposes of obtaining the aforementioned tax
benefits.
Although there may be other provisions under the Arrangement on the Avoidance of
Double Taxation and the Prevention of Fiscal Evasion, the treaty benefits under the criteria
shall not be granted in the circumstance where relevant gains, after taking into account all
relevant facts and conditions, are reasonabl yd e e m e dt ob eo n eo ft h em a i np u r p o s e sf o rt h e
arrangement or transactions which will bring any direct or indirect benefits under this
Arrangement, except when the grant of benefit s under such circumstance is consistent with
relevant objective and goal under the Arrangement. The application of the dividend clause
of tax agreements is subject to the requirements of PRC tax law and regulation, such as the
Notice of the SAT on the Issues Concerning the Application of the Dividend Clauses of Tax
Agreements (《國家稅務總局關於執行稅收協定股息條款有關問題的通知》).
Tax Treaties
Non-resident investors residing in jurisdi ctions which have entered into treaties or
adjustments for the avoidance of double taxation with the PRC might be entitled to a
reduction of the Chinese enterprise income tax imposed on the dividends received from
PRC companies. The PRC currently has entered into Avoidance of Double Taxation
Treaties or Arrangements with a number of countries and regions including Hong Kong
Special Administrative Region, Macau Special Administrative Region, Australia, Canada,
France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and
the United States. Non-PRC resident enterprises entitled to preferential tax rates in
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
–I V - 2–


--- page 416 ---
accordance with the relevant taxation treaties or arrangements are required to apply to the
Chinese tax authorities for a refund of the enterprise income tax in excess of the agreed tax
rate, and the refund application is subject to approval by the Chinese tax authorities.
TAXATION ON SHARE TRANSFER
VAT and Local Additional Tax
Pursuant to the Notice on Fully Implementi ng the Pilot Reform for the Transition
from Business Tax to Value-added Tax ( 《關於全面推開營業稅改徵增值稅試點的通知》) (the
‘‘Notice 36 ’’), which was implemented on May 1, 2016, partially repealed and took effect on
July 1, 2017, January 1, 2018, and April 1, 2019, entities and individuals engaged in the sale
services in the PRC are subject to Value-added Tax (‘‘ VAT’’) and ‘‘engaged in the sale
services in the PRC’’ means that the seller or buyer of the taxable services is located in the
PRC. Notice 36 also provides that transfer of financial products, including transfer of the
ownership of marketable securities, shall be subject to VAT at 6% on the taxable revenue
(which is the balance of sales price upon deduction of purchase price), for a general or a
foreign VAT taxpayer. However, individuals who transfer financial products are exempt
from VAT, which is also provided in the Notice of Ministry of Finance and the SAT on
Several Tax Exemption Policies for Business Tax on Sale and Purchase of Financial
Commodities by Individuals ( 《財政部、國家稅務總局關於個人金融商品買賣等營業稅若干
免稅政策的通知》) effective on January 1, 2009. According to these regulations, if the holder
is a non-resident individual, the PRC VAT is exempted from the sale or disposal of H
shares; if the holder is a non-resident enterprise and the H-share buyer is an individual or
entity located outside China, the holder is n ot necessarily required to pay the PRC VAT,
but if the H-share buyer is an individual or entity located in China, the holder may be
required to pay the PRC VAT.
However, in view of no clear regulations, it is still uncertain whether the non-PRC
resident enterprises are required to pay the PRC VAT for the disposal of H shares in
practice.
At the same time, VAT payers are also required to pay urban maintenance and
construction tax, education surtax and local education surcharge, which shall usually equal
to 12% of the VAT payable (if any).
Income Tax
Individual Investors:
According to the IIT Law, gains on the transfer of equity interests in the PRC resident
enterprises are subject to individual income tax at a rate of 20%.
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
–I V - 3–


--- page 417 ---
Pursuant to the Circular on Declaring that Individual Income Tax Continues to be
Exempted over Income of Individuals from the Transfer of Shares ( 《關於個人轉讓股票所得
繼續暫免徵收個人所得稅的通知》) issued by the SAT on March 30, 1998, from January 1,
1997, income of individuals from transfer of the shares of listed enterprises continues to be
exempted from individual income tax. The SAT has not expressly stated whether it will
continue to exempt tax on income of individuals from transfer of the shares of listed
enterprises in the latest amended Individual Income Tax Law.
However, on December 31, 2009, the MOF , the SAT and CSRC jointly issued the
Circular on Related Issues on Levying Individual Income Tax over the Income Received by
Individuals from the Transfer of List ed Shares Subject to Sales Limitation ( 《關於個人轉讓
上市公司限售股所得徵收個人所得稅有關問題的通知》), which came into effect on January
1, 2010, which states that individuals’ income from the transfer of listed shares obtained
from the public offering of listed companies and transfer market on the SSE and the SZSE
shall continue to be exempted from individual income tax, except for the relevant shares
which are subject to sales restriction (as defined in the Supplementary Notice on Issues
Concerning the Levy of Individual Income Tax on Individuals’ Income from the Transfer of
Restricted Stocks of Listed Companies ( 《關於個人轉讓上市公司限售股所得徵收個人所得稅
有關問題的補充通知》) jointly issued and implemented by such departments on November
10, 2010). As of the Latest Practicable Date, no aforesaid provisions have expressly
provided that individual income tax shall be levied from non-PRC resident individuals on
the transfer of shares in PRC resident enterp rises listed on overseas stock exchanges.
Enterprise Investors:
In accordance with the EIT Laws, a non-resi dent enterprise is generally subject to
enterprise income tax at the rate of a 10% on PRC-sourced income, including gains derived
from the disposal of equity interests in a PRC resident enterprise, if it does not have an
establishment or premise in the PRC or has a n establishment or premise in the PRC but its
PRC-sourced income has no real connection with such establishment or premise. Such
income tax payable for non-resident enterprises are deducted at source, where the payer of
the income is required to withhold the income tax from the amount to be paid to or due to
the non-resident enterprise when such payment is made or due. Such tax may be reduced or
exempted pursuant to relevant tax treaties or agreements on avoidance of double taxation.
Stamp Duty
P u r s u a n tt ot h eS t a m pT a xL a wo ft h eP R C(《中華人民共和國印花稅法》) issued on
June 10, 2021 and effective on July 1, 2022, PRC stamp duty only applies to specific taxable
document executed or received within the PRC, having legally binding force in the PRC and
protected under the PRC laws, thus the requirements of the stamp duty imposed on the
transfer of shares of PRC listed companies shall not apply to the acquisition and disposal of
H Shares by non-PRC investors outside of the PRC.
Estate Duty
As of the date of this document, no estate duty has been levied in the PRC under the
PRC laws.
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
–I V - 4–


--- page 418 ---
TAXATION IN HONG KONG
Taxation on Dividends
No tax is payable by any person or corporation under the laws of Hong Kong in
respect of dividends paid by our Company.
Profits Tax
Hong Kong profits tax will not be payable by any shareholders (other than
shareholders carrying on a trade, profession or business in Hong Kong and holding the
shares for trading purposes) on any capital gains made on the sale or other disposal of the
shares. Shareholders should take advice from their own professional advisers as to their
particular tax position.
Stamp Duty
Hong Kong stamp duty will be charged on the sale and purchase of shares at the
current rate of 0.2% of the consideration for, or (if greater) the value of, the shares being
sold or purchased, in total, whether or not the sale or purchase is on or off the Hong Kong
Stock Exchange. The sharehold er selling the shares and the purchaser will each be liable for
one-half of the amount of Hong Kong stamp duty payable upon such transfer. In addition,
a fixed duty of HK$5 is currently payable on any instrument of transfer of shares.
Estate Duty
The Revenue (Abolition of Estate Duty) Ordinance 2005 came into effect on February
11, 2006 in Hong Kong, pursuant to which no Hong Kong estate duty is payable and no
estate duty clearance papers are needed for an application of a grant of representation in
respect of holders of H Shares whose deaths occur on or after February 11, 2006.
FOREIGN EXCHANGE ADMINISTRATION IN THE PRC
The lawful currency of the PRC is Renminbi, which is currently subject to foreign
exchange control and cannot be freely converted into foreign currency. The SAFE, with the
authorization of the People’s Bank of China (‘‘ PBOC ’’), is empowered with the functions of
administering all matters relating to foreign e xchange, including the enforcement of foreign
exchange control regulations.
The Administrative Regulations on Foreign Exchange of the PRC ( 《中華人民共和國外
匯管理條例》) which was issued by the State Council on January 29, 1996, implemented on
April 1, 1996 and latest amended on August 5 2008, classifies all international revenues and
expenditure and transfers into current items and capital items. Current items are subject to
the reasonable examination of the veracity of transaction documents and the consistency of
the transaction documents and the foreign exchange receipts and payments by financial
institutions engaging in conversion and sale of foreign currencies and supervision and
inspection by the foreign exchange control authorities. For capital items, overseas
organizations and overseas individuals making direct investments in the PRC shall, upon
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
–I V - 5–


--- page 419 ---
approval by the relevant authorities in charg e, process registration formalities with the
foreign exchange control authorities. Foreign exchange income received overseas can be
repatriated or deposited overseas, and foreig n exchange and foreign exchange settlement
funds under the capital account are required to be used only for purposes as approved by
the competent authorities and foreign exchange administrative authorities. In the event that
international revenues and expenditure occur or may occur a material misbalance, or the
national economy encounters or may encounter a severe crisis, the State may adopt
necessary safeguard and control measures on international revenues and expenditure.
The Regulations for the Administration of Settlement, Sale and Payment of Foreign
Exchange (《結匯、售匯及付匯管理規定》), which was promulgated by the PBOC on June
20, 1996 and implemented on July 1, 1996, removes other restrictions on convertibility of
foreign exchange under current items, while im posing existing restrictions on foreign
exchange transactions under capital account items.
According to the Announcement on Improving the Reform of the Renminbi Exchange
Rate Formation Mechanism ( 《關於完善人民幣匯率形成機制改革的公告》), which was
issued by the PBOC and implemented on July 21, 2005, the PRC has started to
implement a managed floating exchange rate system in which the exchange rate would be
determined based on market supply and demand and adjusted with reference to a basket of
currencies since July 21, 2005. Therefore, the Renminbi exchange rate was no longer pegged
to the U.S. dollar. PBOC would publish the closing price of the exchange rate of the
Renminbi against trading currencies such a s the U.S. dollar in the interbank foreign
exchange market after the closing of the mark et on each working day, as the central parity
of the currency against Renminbi transactions on the following working day.
According to the relevant laws and regulati ons in the PRC, PRC enterprises (including
foreign investment enterprises) which need foreign exchange for current item transactions
may, without the approval of the foreign exch ange administrative authorities, effect
payment through foreign exchange accounts opened at the designated foreign exchange
bank, on the strength of valid transaction receipts and proof. Foreign investment
enterprises which need fore ign exchange for the distribution of profits to their
shareholders and PRC enterprises which, in accordance with regulations, are required to
pay dividends to their shareholders in foreign exchange (such as our Company) may, on the
strength of resolutions of the board of directors or the shareholders’ meeting on the
distribution of profits, effect payment from foreign exchange accounts opened at the
designated foreign exchange bank, or effect exchange and payment at the designated foreign
exchange bank.
According to the Decisions on Matters incl uding Canceling and Adjusting a Batch of
Administrative Approval Items ( 《國務院關於取消和調整一批行政審批項目等事項的決定》)
which was promulgated by the State Council on October 23, 2014, it decided to cancel the
approval requirement of the SAFE and its branches for the remittance and settlement of the
proceeds raised from the overseas listing of the foreign shares into RMB domestic accounts.
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
–I V - 6–


--- page 420 ---
According to the Notice of the State Admi nistration of Foreign Exchange on Issues
Concerning the Foreign Exchange Administration of Overseas Listing ( 《國家外匯管理局關
於境外上市外匯管理有關問題的通知》) issued by the SAFE and implemented 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 overse as listing with the local branch office of state
administration of foreign exchange at the pl ace 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.
According to the Notice of the State Admini stration of Foreign Exchange of the PRC
on Revolutionizing and Regulating Capital Account Settlement Management Policies ( 《國
家外匯管理局關於改革和規範資本項目結匯管理政策的通知》) which was promulgated and
implemented by the SAFE on June 9, 2016, partially repealed and took effect on March 23,
2023, foreign currency earnings in capital ac count that relevant p olicies of willingness
exchange settlement have been clearly imple mented on (including the recalling of raised
capital by overseas listing) may undertake foreign exchange settlement in the banks
according to actual business needs of the domestic institutions.
On October 23, 2019, the SAFE issued the Circular on Further Promoting the
Facilitation of Cross-bor der Trade and Investment ( 《關於進一步促進跨境貿易投資便利化
的通知》), which removed the restrictions on non- investment foreign enterprises using
capital funds for domestic equity investments. Additionally, the state abolished the
restrictions on the use of funds after settlement in domestic asset realization accounts and
relaxed the restrictions on the use and settlement of foreign exchange of the margins by
foreign investors. Qualified enterprises in pilot regions are also allowed to use capital
account income, such as capital funds, foreign debts, and overseas listing proceeds, for
domestic payments without the need to provide proof of authenticity for each transaction to
banks in advance. The use of such funds must be genuine, compliant, and in accordance
with the current regulations on capital account income management.
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
–I V - 7–


--- page 421 ---
PRC LAWS AND REGULATIONS
This Appendix sets out summaries of certa in aspects of PRC laws and regulations
which are relevant to our Company’s operations and business. Laws and regulations
relating to taxation in the PRC are discussed separately in ‘‘ Appendix IV — Taxation and
Foreign Exchange’’ to this document . The principal objective of this summary is to provide
potential investors with an overview of the principal PRC laws and regulatory provisions
applicable to our Company. This summary is not intended to include all the information
which may be important to the potential invest ors. For more details of laws and regulations
which are relevant to our business, see the section headed ‘‘ Regulatory Overview’’ in this
document .
PRC LEGAL SYSTEM
The PRC legal system is based on the PRC C onstitution of the People’s Republic of
China (《中華人民共和國憲法》) (the ‘‘PRC Constitution’’), and is made up of written laws,
administrative regulations, local regulations, autonomous regulations and separate
regulations, rules and regulations of dep artments of the State Council, rules and
regulations of local governments, laws of special administrative regions and international
treaties and other regulatory documents signed by the PRC government. Court judgments
do not constitute legally binding precedents, although they are used for the purposes of
judicial reference and guidance.
According to the PRC Constitution and the L egislation Law of the People’s Republic
of China (《中華人民共和國立法法》) (the ‘‘PRC Legislation Law’’), both the NPC and the
SCNPC are empowered to exercise the legisl ative power of the State. The NPC has the
power to formulate and amend basic laws governing State organs, civil, criminal and other
matters. The SCNPC is empowered to formulate a nd amend laws other than those required
to be enacted by the NPC and to supplement and amend any parts of laws enacted by the
NPC during the adjournment of the NPC, provided such supplements and amendments are
not in conflict with the basic principles of such laws.
The State Council is the highest organ of s tate administration and has the power to
formulate administrative regulations based on the PRC Constitution and laws.
The people’s congresses of provinces, auto nomous regions and municipalities directly
under the Central Government and their res pective standing committees may formulate
local regulations based on the specific circumstances and actual needs of their respective
administrative areas, provided that such loca l regulations do not contravene any provision
of the PRC Constitution, laws or administrative regulations. The people’s congresses of
cities divided into districts and their standi ng committees may formulate local regulations
with respect to urban and rural construction and management, environmental protection
and historical and cultural protection and othe r aspects based on the specific circumstances
and actual needs of such cities. Such local regulations will become enforceable after being
reported to and approved by the standing committees of the people’s congresses of the
APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
–V - 1–


--- page 422 ---
relevant provinces or autonomous regions if they are not in conflict with the PRC
Constitution, laws, administrative regulations and local regulations of the provinces or
autonomous regions concerned.
The ministries and commissions of the State Council, the PBOC, the NAO and the
subordinate institutions with administrative functions directly under the State Council may
formulate departmental rules and regulatio ns within the competence of their respective
departments based on the laws and administrative regulations, and the decisions and orders
of the State Council. The people’s governments of the provinces, autonomous regions,
municipalities directly under the central gove rnment and cities divid ed into districts may
formulate rules and regulations based on the laws, administrative regulations and local
regulations of such provinces, autonomous regions and municipalities directly under the
central government.
The PRC Constitution has supreme legal au thority and no laws, administrative
regulations, local regulations, autonomous regulations and separate regulations may
contravene the PRC Constitution. The auth ority of the PRC laws is greater than that of
administrative regulations, local regulatio ns and rules. The authority of administrative
regulations is greater than that of local regulations and rules. The authority of the rules
enacted by the people’s governments of the provinces and autonomous regions is greater
than that of the rules enacted by the people’s gov ernments of the cities divided into districts
and autonomous prefectures within their respective administrative regions of such
provinces and autonomous regions
The NPC has the power to alter or annul any inappropriate laws enacted by the
SCNPC, and to annul any autonomous regulations and separate regulations which have
been approved by the SCNPC but contravene the PRC Constitution and the PRC
Legislation Law. The SCNPC has the power to annul administrative regulations that
contravene the PRC Constitution and laws, to annul local regulations that contravene the
PRC Constitution, laws and administrative regulations, and to annul autonomous
regulations and separate regulations which have been approved by the standing
committees of the people’s congresses of the relevant provinces, autonomous regions or
municipalities directly under the Central Government but contravene the PRC Constitution
and the PRC Legislation Law. The State C ouncil has the power to alter or annul any
inappropriate departmental regulations and rules of local governments. The people’s
congresses of provinces, autonomous regions and municipalities directly under the Central
Government have the power to alter or annul any inappropriate local regulations enacted or
approved by their respective standing committees. The standing committees of the local
people’s congresses have the power to annul inappropriate rules enacted by the people’s
governments at the corresponding level. The people’s governments of provinces and
autonomous regions have the power to alter or annul any inappropriate rules enacted by the
people’s governments at a lower level.
APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
–V - 2–


--- page 423 ---
According to the PRC Constitution, the p ower to interpret laws is vested in the
SCNPC. According to the Decision of the SCNPC Regarding the Strengthening of
Interpretation of Laws ( 《全國人民代表大會常務委員會關於加強法律解釋工作的決議》)
adopted on June 10, 1981, issues related to the further clarification or supplement of
laws shall be interpreted or provided by the SCNPC; issues related to the specific
application of laws and decrees in a court trial shall be interpreted by the Supreme People’s
Court; issues related to the specific applic ation of laws and decrees in the procuratorial
work during the prosecution process shall be interpreted by the Supreme People’s
Procuratorate, and all other legal matters are to be interpreted by the State Council and
its relevant competent departments. If there are differences in principle in the interpretation
of the Supreme People’s Court and the Supreme People’s Procuratorate, they shall be
submitted to the SCNPC for interpretation or decision. The State Council and its ministries
and commissions also have the right to interpre t the administrative rules and departmental
regulations issued by them. At the local level, t he power to interpret local laws resides with
the local legislative and administrative authorities that enacted those laws.
PRC JUDICIAL SYSTEM
According to the PRC Constitution and the Law of Organization of the People’s
Courts of the People’s Republic of China ( 《中華人民共和國人民法院組織法》)m o s tr e c e n t l y
amended on October 26, 2018 and effective on January 1, 2019, the people’s courts are made
up of the Supreme People’s Court, the local people’s courts at all levels, and the special
people’s courts.
The local people’s courts are divided into three levels, namely the primary people’s
courts, the intermediate people’s courts an d the higher people’s courts. The primary
people’s courts are further divided into ci vil, criminal and economic tribunals. The
intermediate people’s courts have structure similar to those of the primary people’s courts
and other special courts, such as the intelle ctual property courts, military courts and
maritime courts. These two levels of people’s courts are subject to supervision by people’s
courts at higher levels. The Supreme People’s P rocuratorate is authorized to supervise the
judgement and ruling of the people’s courts at a ll levels which have been legally effective,
and the people’s procuratorate at a higher level is authorized to supervise the judgement
and ruling of a people’s court at a lower lev el which have been legally effective. The
Supreme People’s Court is the highest judicial authority in the PRC. It supervises the
administration of justice by the people’s courts at all levels.
The people’s courts employ a two-tier appellate system. The judgements or rulings of
the second instance at a people’s court are fin al. A party may appeal against the judgement
or ruling of the first instance of a local peop le’s court. The people’s procuratorate may
present a protest to the people’s court at the next higher level in accordance with the
procedures stipulated by the laws. In the absence of any appeal by the parties and any
protest by the people’s procuratorate within the stipulated period, the judgements or rulings
of the people’s court are final. Judgements or rulings of the second instance of the
intermediate people’s courts, the higher people’s courts and the Supreme People’s Court are
final. Judgements or rulings of the first instance of the Supreme People’s Court are also
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final. However, if the Supreme People’s Court or a people’s court at the next higher level
discovers an error in a final and binding judgement or ruling which has taken effect in a
people’s court at a lower level, or the presiding judge of a people’s court finds an error in a
final and binding judgement or ruling which has taken effect in the court over which he
presides, a retrial of the case may be initiat ed according to the judicial supervision
procedures.
The Civil Procedure Law of the People’s Republic of China ( 《中華人民共和國民事訴訟
法》) adopted on April 9, 1991 and most recently amended on September 1, 2023, prescribes
the conditions for instituting a civil action, the jurisdiction of the people’s courts, the
procedures to be followed for conducting a civil action, and the procedures for enforcement
of a civil judgement or ruling. All parties to a civil action conducted within the PRC must
abide by the PRC Civil Procedure Law. The court of jurisdiction in respect of a civil action
may also be chosen by explicit agreement among the parties to a contract, the people’s court
having jurisdiction should be located at place s directly connected with the disputes, such as
the plaintiff’s or the defendant’s place of domicile, the place where the contract is executed
or signed or the place where the object of the a ction is located. However, such choice shall
not in any circumstances contravene the provi sions on grade jurisdiction and exclusive
jurisdiction.
A foreign individual, a person without nationality, a foreign enterprise or a foreign
organization that institute or respond to proceedings in a people’s court is given the same
litigation rights and obligations as a citizen or legal person of the PRC. Should a foreign
court limit the litigation rights of PRC citize ns and enterprises, the PRC court shall apply
the same limitations to the citizens and ente rprises of such foreign country. A foreign
individual, a person without nationality, a foreign enterprise or a foreign organization must
e n g a g eaP R Cl a w y e ri nc a s eh e / s h eo ri tn e e d st oe n g a g eal a w y e rf o rt h ep u r p o s eo f
initiating actions or defending against liti gations at a PRC court. In accordance with the
international treaties to which the PRC is a s ignatory or a participant or according to the
principle of reciprocity, a people’s court and a foreign court may request each other to serve
documents, conduct investigation, collect evidence and conduct other actions on its behalf.
A PRC court shall not accommodate any reques t made by a foreign court which will result
in the violation of sovereignty, secu rity or public interests of the PRC.
All parties to a civil action shall perform le gally effective judgements and rulings. If
any party to a civil action refuses to abide by a judgement or ruling made by a people’s
court or an award made by an arbitration tribunal in the PRC, the other party may apply to
the people’s court for the enforcement of the same within two years, subject to application
for postponed enforcement or revocation. If a p arty fails to satisfy within the stipulated
period a judgement which the court has grant ed an enforcement approval, the court may,
upon the application of the other party, mandatorily enforce the judgement.
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A party seeking to enforce a judgement or ruling of a people’s court against another
party who is not or whose property is not within the PRC may apply to a foreign court with
jurisdiction over the case for recognition a nd enforcement of such judgement or ruling.
Alternatively, the people’s court may, pursuant to an international treaty to which the PRC
is a signatory or a participant or according to the principle of reciprocity, request the
foreign court to recognize and execute the judgement or ruling. Likewise, if the PRC has
entered into either a treaty relating to judicial enforcement with the relevant foreign country
or according to the principle of reciprocity, a foreign judgement or ruling may also be
recognized and enforced in accordance wi th the PRC enforcement procedures by a PRC
court unless the people’s court considers that the recognition or enforcement of such
judgement or ruling would violate the basic legal principles of the PRC, its sovereignty or
national security, or would not be in the public interest.
The Company Law of the People’s Republic of China ( 《中華人民共和國公司法》), Overseas
Listing Trial Measures ( 《境外上市試行辦法》) and Guidance for Articles of Association
A joint stock limited company incorporated in the PRC and seeking a listing on the
Stock Exchange is mainly subject to the following laws and regulations in the PRC:
(i) The Company Law of the People’s Republic of China ( 《中華人民共和國公司法》)
(the PRC Company Law) which was promu lgated on December 29, 2023 and took
effect on July 1, 2024;
(ii) The Overseas Listing Trial Measures ( 《境外上市試行辦法》)w h i c hw e r e
promulgated by the CSRC on February 17, 2023 pursuant to the Securities Law
of the People’s Republic of China ( 《中華人民共和國證券法》) and are applicable
to the direct and indirect overseas share offering or listing of domestic companies;
(iii) The Guidelines for Articles of Association of Listed Companies ( 《上市公司章程指
引》) (the ‘‘Guidance for Articles of Association ’’) which was most recently amended
on March 28, 2025 by the CSRC. The articles of association is formulated based
on the Guidance for Articles of Association on a reference basis, the summary of
which is set out in the section entitled ‘‘Appendix VI — Summary of Articles of
Association’’ to this document.
Set out below is a summary of the major provisions of the currently effective PRC
Company Law, the Overseas Listing Trial Measures and the Guidance for Articles of
Association which are applicable to the Company.
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General
A joint stock limited company refers to a corporate legal person established in China
under the Company Law of the People’s Republic of China with its registered capital
divided into shares. All shares of the company shall be either par value shares or no par
value shares in accordance with the articles of association. Where par value shares are
adopted, each share shall have equal value. The liability of the company is limited to the
total amount of all assets it owns and the liabilit y of its shareholders is limited to the extent
of the shares they subscribe for.
The company shall conduct its business in a ccordance with laws and administrative
regulations. It may invest in other limited liability companies and joint stock limited
companies and its liabilities with respect to such invested companies are limited to the
amount invested. Unless otherwise provided by law, the company may not be a contributor
that undertakes joint liabilities for th e debts of the invested companies.
Incorporation
A company may be incorporated by promotion or public subscription. A company
shall be incorporated by a minimum of one but no more than 200 promoters, and at least
half of the promoters must be residents within the PRC. Companies incorporated by
promotion are companies of which the entire r egistered capital is subscribed for by the
promoters. Shares in the company incorporated by promotion shall not be offered to others
unless the registered capital has been fully paid up. If laws, administrative regulations and
decisions of the State Council have separate provisions on paid-in registered capital and the
minimum registered capital, the company should follow such provisions.
For companies incorporated by way of promotion, the promoters shall subscribe in
writing for the shares required to be subscribed for by them and pay up their capital
contributions under the articles of association . Procedures relating to the transfer of titles
to non-monetary assets shall be duly completed if such assets are to be contributed as
capital. Promoters who fail to pay up their capital contributions in accordance with the
foregoing provisions shall assume default lia bilities in accordance with the covenants set
out in the promoters’ agreements. After the promoters have confirmed the capital
contribution under the articles of association, a board of directors and a supervisory
committee shall be elected (except for those not required by law to establish a supervisory
committee) and the board of directors shall appl y for registration of incorporation by filing
the articles of association with the company re gistration authority, and other documents as
required by laws or administrative regulations.
Where companies are incorporated by floatation, not less than 35% of their total
number of shares shall be subscribed for by th e promoters, unless otherwise provided for by
laws or administrative regulations. The p romoters shall preside over and convene an
inauguration meeting within thirty days from the date of the full payment of subscription
capital contribution. The inauguration meeting shall be formed by the promoters and
subscribers. Where the shares issued are not fully subscribed for within the offer period
stipulated in the share offering document , or where the promoter fails to convene an
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inauguration meeting within thirty days of the subscription capital contribution for the
shares issued being fully paid up, the subscribers may demand that the promoters refund the
fully paid subscription capital contribution t ogether with the interest calculated at bank
rates of a deposit for the same period. Within thirty days of the conclusion of the
inauguration meeting, the board of directors shall apply to the registration authority for
registration of the establishment of the comp any. A company is formally established and
has the capacity of a legal person after the registration with the relevant administration for
market regulation has been completed and a business licence has been issued.
Share Capital
The promoters may make a capital contribut ion in currencies, or non-monetary assets
such as in kind or intellectual property rights o r land use rights which can be appraised with
monetary value and transferre d lawfully, except for assets wh ich are prohibited from being
contributed as capital by the laws or administrat ive regulations. If a capital contribution is
made in non-monetary assets, a valuation of the assets contributed must be carried out
pursuant to the provisions of laws or administrative regulations on valuation without any
over-valuation or under-valuation.
There is no limit under the PRC Company Law as to the percentage of shares held by
an individual shareholder in a company. The shares of a company are represented by stocks.
A stock is a certificate issued by the company to certify the share held by a shareholder. The
stock issued by the company shall be in the form of registered stock.
The issuance of shares shall be conducted in a fair and equitable manner. Each share of
the same class must carry equal rights. Shares o f the same class issued at the same time must
b ei s s u e do nt h es a m ec o n d i t i o n sa n da tt h es a m ep r i c e .T h es a m ep r i c ep e rs h a r es h a l lb e
paid by any share subscriber (whether an entity or an individual). The share offering price
may be equal to or greater than the par value of the share, but may not be less than the par
value.
Under the Overseas Listing Trial Measur es, if a domestic company offers shares
overseas, it may raise funds and dividend distributions in foreign currency or Renminbi.
Under the PRC Company Law, a company issuing registered share certificates shall
maintain a shareholder register wh ich sets forth the following matters:
(i) the name and domicile of each shareholder;
(ii) the number of shares held by each shareholder;
(iii) the serial numbers of shares held by each shareholder;
(iv) the date on which each shareholder acquired the shares.
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Increase in Share Capital
In response to its operational and development needs and in accordance with laws and
regulations, a company may increase its share capital under any of the following methods,
after the resolutions is passed at a shareholders’ general meeting: (i) a public offering of
shares; (ii) a private placement of shares; (iii) offering of bonus shares to existing
shareholders; (iv) the conversion of reserve funds into shares; and (v) any other methods
provided in law and administrative regulations and approved by the CSRC.
Pursuant to the PRC Company Law, a company may, according to its articles of
association, issue the following classes of shares, which have different rights from those of
the ordinary shares: (i) shares with priorit y or inferior rights to profits or remaining
property in distribution; (ii) shares with more or less voting rights per share than those of
the ordinary shares; (iii) shar es whose transfer is subject to the consent of the company and
other restrictions; (iv) other classes of shares provided by the State Council. A company
making a public offering of shares shall not issue any of the classes of shares as prescribed
on items (ii) and (iii), except those issued prio r to the public offering. Where a company is
issuing new shares, resolutions shall be pas sed at general meeting in accordance with the
articles of association in respect of the class and amount of the new shares, the issue price of
the new shares, the commencement and end dates for the issue of the new shares and when
the new shares are proposed to be issued to existing shareholders, the class and amount of
such new shares.
When a domestic company offers shares overseas, it shall report the application
documents for offering and listing to the CSR C for record-filing within three business days
after submission of the application documents for offering and listing overseas.
Reduction of Share Capital
A company may reduce its registered capital in accordance with the following
procedures prescribed by the PRC Company Law:
(i) the company shall prepare a balance sheet and a list of properties;
(ii) the reduction of registered capital must be approved by shareholders at the
general meeting;
(iii) the company shall notify its creditors of the reduction in registered capital within
ten days and publish an announcement of the reduction in newspapers or the
National Enterprise Credit Information Publicity System within thirty days of the
resolution approving the reduction being passed;
(iv) the creditors of the company may within the statutory time limit require the
company to repay its debts or provide guarantees for covering the debts;
(v) the company must apply to the relevant company registration authority for
registration of the change and reduction in registered capital.
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Repurchase of Shares
Pursuant to the PRC Company Law, a company shall not purchase its own shares
other than in any of the following circumstances:
(i) reducing its registered capital;
(ii) merging with another company which holds its shares;
(iii) utilising the shares for employee stock ownership plan or share incentive scheme;
(iv) acquiring its own shares at the request of its shareholders who vote in a
shareholders’ general meeting against a resolution regarding a merger or
separation;
(v) utilising the shares for conversion of c orporate bonds which are convertible into
shares issued by a listed company;
(vi) where it is necessary for a listed compa ny to maintain its corporate value and
shareholders’ equity.
Any company’s purchase of its own shares for any reason specified in item (i) and item
(ii) of the preceding paragraph shall be subject to a resolution of the general meeting; any
company’s purchase of its own shares for any rea son specified in item (iii), item (v) and item
(vi) of the preceding paragraph may be subject to a resolution of the board meeting with
more than two thirds of directors present, ac cording to the provisions of the articles of
association or upon authorisation by the general meeting.
The shares acquired under the circumstance stipulated in item (i) hereof shall be
deregistered within ten days from the date of ac quisition of shares; the shares repurchased
under the circumstances stipulated in either item (ii) or item (iv) shall be assigned or
deregistered within six months; and the shares held in total by a company after the
repurchase under any of the circumstances stip ulated in item (iii), item (v) or item (vi) shall
not exceed 10% of the company’s total shares in issue, and shall be assigned or deregistered
within three years.
Transfer of Shares
Shares held by shareholders may be transferred in accordance with the relevant laws.
Pursuant to the PRC Company Law, a shareholder should effect a transfer of his shares on
a stock exchange established in accordance with laws or by other means as required by the
State Council. Registered shares may be transferred after the shareholders endorse the back
of the share certificates or in any other manner specified by laws or administrative
regulations. Following the transfer, the com pany shall enter the names and addresses of the
transferees into its share register. No changes of registration in the share register described
above shall be effected during a period of twenty days prior to convening a shareholders’
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general meeting or five days prior to the record date for the purpose of determining
entitlements to dividend distributions, subject to any legal provisions on the registration of
changes in the share register of listed companies.
Pursuant to the PRC Company Law, shares of the company issued prior to the public
offering of shares may not be transferred within one year of the date of the company’s
listing on a stock exchange. Directors, supervisors and the senior management of a
company shall declare to the company their shareholdings in the company and any changes
thereof. During their terms of office, they may transfer no more than 25% of the total
number of shares they hold in the company per annum. They shall not transfer the shares
they hold within one year of the date of the company’s listing on a stock exchange, nor
within half a year after they leave their positions in the company. The articles of association
may set out other restrictive provisions in res pect of the transfer of shares in the company
held by its directors, supervisors and the senior management.
Shareholders
Under the PRC Company Law, the rights of shareholders include the rights:
(i) to receive a return on assets, participate in significant decision-making and select
management personnel;
(ii) to petition the people’s court to revoke a n yr e s o l u t i o np a s s e do nas h a r e h o l d e r s ’
general meeting or a meeting of the board of directors that has not been convened
in accordance with the laws and regulation s or the articles of association or whose
voting has violated the laws, administr ative regulations or the articles of
association of the company, or any resolution the contents of which is in
violation of the articles of association, provided that such petition shall be
submitted within sixty days of the passing of such resolution;
(iii) to transfer the shares according to the applicable laws and regulations and the
articles of association;
(iv) to attend or appoint a proxy to attend ge neral meetings and exercise the voting
rights;
(v) to inspect the articles of association, share register, counterfoil of company
debentures, minutes of general meetings, board resolutions, resolutions of the
supervisory committee and financial and accounting reports, and to make
suggestions or inquiries in resp ect of the company’s operations;
(vi) to receive dividends in resp ect of the number of shares held;
(vii) to participate in distribution of resid ual properties of the company in proportion
to their shareholdings upon the liquidation of the company; and
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(viii) any other shareholders’ rights provided fo r in laws, administrative regulations,
other normative documents and the articles of association.
The obligations of shareholders include the obligation to abide by the company’s
articles of association, to pay the subscription capital contribution in respect of the shares
subscribed for, to be liable for the company’ s debts and liabilities to the extent of the
amount of subscription capital agreed to be paid in respect of the shares taken up by them
and any other shareholder obligation specified in the articles of association.
General Meeting
The general meeting is the organ of author ity of the company, which exercises its
powers in accordance with the PRC Company L aw. The general meeting may exercise its
powers:
(i) to elect and remove the directors and supervisors (not being representative(s) of
employees) and to decide on the matters relating to the remuneration of directors
and supervisors;
(ii) to review and approve the reports of the board of directors;
(iii) to review and approve the reports of the supervisory committee or supervisors;
(iv) to review and approve the company’s annual financial budgets and final accounts
plan;
(v) to review and approve the company’s profit distribution proposals and loss
recovery proposals;
(vi) to decide on any increase or reduction of the company’s registered capital;
(vii) to decide on the issue of corporate bonds;
(viii) to decide on merger, division, dissolution and liquidation of the company or
change of its corporate form;
(ix) to amend the company’s articles of association;
(x) to exercise any other authority stipulated in the articles of association.
The general meeting may authorise the boar d of directors to make resolutions on the
issuance of corporate bonds.
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Pursuant to the PRC Company Law, a general meeting is required to be held once
every year. An extraordinary general meeting is required to be held within two months of
the occurrence of any of the following circumstances:
(i) the number of directors is less than the number stipulated by the law or less than
two thirds of the number specified in the articles of association;
(ii) the outstanding losses of the company amounted to one-third of the company’s
total share capital;
(iii) shareholders individually or in aggregate holding 10% or more of the company’s
shares request that an extraordina ry general meeting is convened;
(iv) the board of directors deems it necessary to convene a meeting;
(v) the supervisory committee so proposes;
(vi) any other circumstances as provide d for in the articles of association.
A general meeting shall be convened by the board of directors and presided over by the
chairman of the board of directors. In the event that the chairman is incapable of
performing or is not performing his duties, the meeting shall be presided over by the vice
chairman. In the event that the vice chairman is incapable of performing or is not
performing his duties, a director nominated by half or more of the directors shall preside
over the meeting. Where the board of directors is incapable of performing or is not
performing its duties to convene the general meeting, the supervisory committee shall
convene and preside over such meeting in a timely manner. If the supervisory committee
fails to convene and preside over such meeting, shareholders individually or in aggregate
holding 10% or more of the company’s shares for ninety days or more consecutively may
unilaterally convene and preside over such meeting. Where shareholders individually or in
aggregately holding 10% or more of the company’s shares request to convene an
extraordinary general meeting, the board of directors and the supervisory committee
shall, within ten days after receipt of such request, decide whether to convene the
extraordinary general meeting and reply to the shareholders in writing.
In accordance with the PRC Company Law, a no tice of the general meeting stating the
date and venue of the meeting and the matters to be considered at the meeting shall be given
to all shareholders twenty days before the meeting. A notice of extraordinary general
meeting shall be given to all shareholders fifteen days prior to the meeting.
There is no specific provision in the PRC Company Law regarding the number of
shareholders constituting a quorum in a general meeting.
Pursuant to the PRC Company Law, shareholders (excluding classified shareholders)
present at a general meeting have one vote for each share they hold, save that shares held by
the company are not entitled to any voting rights.
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An accumulative voting system may be adopted for the election of directors and
supervisors at the general meeting pursuant to the provisions of the articles of association
or a resolution of the general meeting. Under the accumulative voting system, each share
shall be entitled to the number of votes equivalent to the number of directors or supervisors
to be elected at the general meeting, and shareholders may consolidate their votes for one or
more directors or supervisors when casting a vote.
Pursuant to the PRC Company Law, resolutions of the general meeting must be passed
by more than half of the voting rights held by shareholders present at the meeting, with the
exception of resolutions relating to merger, division or dissolution of the company, increase
or reduction of registered share capital, change of corporate form or amendments to the
a r t i c l e so fa s s o c i a t i o n ,w h i c hi ne a c hc a s em u s tb ep a s s e db ym o r et h a nt w o - t h i r d so ft h e
voting rights held by the shareholders present at the meeting. Where the PRC Company
Law and the articles of association provide that the transfer or acquisition of significant
assets or the provision of external guarantees by the company must be approved by way of
resolution of the general meeting, the board of directors shall convene a general meeting
promptly to vote on such matters.
A shareholder may entrust a proxy to attend the general meeting on his/her behalf and
the matters, power and time limit of the proxy sh all be clarified by such shareholder. The
proxy shall present the shareholders’ power of attorney to the company and exercise voting
rights within the scope of authorisation.
Minutes shall be prepared in respect of matters considered at the general meeting and
the chairman and directors attending the meeting shall endorse such minutes by signature.
The chairman of the meeting and directors attending the meeting shall sign to endorse such
minutes. The minutes shall be kept together with the shareholders’ attendance register and
the proxy forms.
Board of Directors
A joint stock limited company shall have a board of directors which shall have at least
three members. For a company that has thre e hundred or more employees, the board of
directors shall include the staff representative unless the supervisory committee has been
established and already included the staff representative supervisor. The term of a director
shall be stipulated in the articles of associati on, provided that no term of office shall last for
more than three years. A director may serve consecutive terms if re-elected. A director shall
continue to perform his/her duties as a directo r in accordance with the laws, administrative
regulations and the articles of association unt il a duly re-elected director takes office, if
re-election is not conducted in a timely manner upon the expiry of his/her term of office or
if the resignation of directors results in the number of directors being less than the quorum.
Under the PRC Company Law, the board of directors may exercise its powers:
( i ) t os u m m o nt h eg e n e r a lm e e t i n g sa n dr e p o r ti t sw o r k st ot h eg e n e r a lm e e t i n g s ;
(ii) to implement the resolutions passed by t he shareholders at the general meetings;
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(iii) to decide on the company’s operatio nal plans and investment proposals;
(iv) to formulate the company’s profit d istribution proposals and loss recovery
proposals;
(v) to formulate proposals for the increase or reduction of the company’s registered
capital and the issue of corporate bonds;
(vi) to formulate proposals for the merger , division or dissolution of the company or
change of corporate form;
(vii) to decide on the setup of the company’s internal management organs;
(viii) to appoint or dismiss the company’s manager and decide on his/her remuneration
and, based on the manager’s recommendation, to appoint or dismiss any deputy
manager and the person responsible for financial matters of the company and to
decide on their remunerations;
(ix) to formulate the company’s basic management system;
(x) to exercise any other authority as is stipulated in the articles of association.
Restrictions on the board of directors’ powers in the articles of association shall not be
used against a third party in good faith.
The board meetings shall be convened at least twice each year. Notices of meetings
shall be given to all directors and supervisors at least 10 days prior to the meeting. Interim
board meetings may be proposed to be convened by shareholders representing more than
10% of the voting rights, more than one-third of the directors or the supervisory committee.
The chairman shall convene the meeting wit hin 10 days of receiving such proposal, and
preside over the meeting. The board of directors may otherwise determine the means and
the period of notice for summoning an interim b oard meeting. The board meetings shall be
held only if more than half of the directors are present. Resolutions of the board of
directors shall be passed by more than half of all directors. Each director shall have one
vote for a resolution to be approved by the board of directors. Directors shall attend board
meetings in person. If a director is unable to attend for any reason, he/she may appoint
another director to attend the meeting on his /her behalf by a written power of attorney
specifying the scope of authorization. The bo ard of directors shall prepare minutes of the
resolutions adopted at the meeting, which shall be signed by the directors present at the
meeting.
If a resolution of the board of directors viola tes the laws, administrative regulations or
the articles of association or resolutions of th e general meeting, and as a result of which the
company sustains serious losses, the directors participating in the resolution are liable to
compensate the company. However, if it can be proved that a director expressly objected to
the resolution when the resolution was voted on, and that such objection was recorded in
the minutes of the meeting, such director shall be relieved from that liability.
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Under the PRC Company Law, the following person may not serve as a director in a
company:
(i) a person with no capacity for civil conduct or limited capacity for civil conduct;
(ii) a person who has been convicted of an offense of corruption, bribery,
embezzlement, misappropriation of property or sabotaging the order of socialist
market economy, or who has been deprived of his political rights due to his
crimes, in each case where less than five years have elapsed since the date of
completion of the sentence, in case of a suspended sentence, not more than two
years have elapsed since the date of expiry of the probationary period;
(iii) a person who has been a former director, factory manager or manager of a
company or an enterprise that has entered into insolvent liquidation and who was
personally liable for the insolvency of such company or enterprise, where less than
three years have elapsed since the date of the completion of the bankruptcy and
liquidation of the company or enterprise;
(iv) a person who has been a legal representative of a company or an enterprise that
has had its business license revoked due to violations of the law or has been
ordered to close down by law and the pe rson was personally responsible, where
less than three years have elapsed since the date of such revocation or the order
for closure;
(v) a person being listed as a dishonest perso n subject to enforcement by the people’s
court due to his/her failure to pay off a relatively large amount of debts which has
fall due.
Any election or appointment of directors by the company, to whom any of the above
circumstances applies, such election or appointment shall be null and void. A director to
which any of the above circumstances applies during his/her term of office shall be released
of his/her duties by the company.
Under the PRC Company Law, the board of directors shall have a chairman and may
have a vice chairman. The chairman and the vice chairman shall be elected with approval of
more than half of all the directors. The chairman shall summon and preside over board
meetings and review the implementation of board resolutions. The vice chairman shall assist
the chairman to perform his/her duties. Where the chairman is incapable of performing, or
is not performing his/her duties, the duties shall be performed by the vice chairman. Where
the vice chairman is incapable of performing, o r is not performing his/her duties, a director
jointly elected by more than half of the directors shall perform his/her duties.
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Supervisory Committee
Under the PRC Company Law, a joint stock limited company shall establish an audit
committee composed of directors within the board of directors to exercise the supervisory
committee’s functions. A jo int stock limited company wit h a smaller scale or fewer
shareholders may choose not to establish a supervisory committee and instead appoint a
single supervisor. A joint stock limited co mpany shall have a supervisory committee
composed of not less than three members. The supervisory committee shall consist of
representatives of the shareholders and an app ropriate proportion of representatives of the
company’s staff, among which the proportion of representatives of the company’s staff shall
not be less than one-third, and the actual proportion shall be determined in the articles of
association. Representatives of the compan y’s staff at the supervisory committee shall be
democratically elected by the company’s staff at the staff representative assembly, general
staff meeting or otherwise. The supervisory c ommittee shall have a chairman and may have
a vice chairman. The chairman and the vice cha irman of the supervisory committee shall be
elected by more than half of all the supervisors. Directors and senior management members
shall not act concurrently as supervisors.
The chairman of the supervisory committee shall summon and preside over supervisory
committee meetings. Where the chairman of the supervisory committee is incapable of
performing, or is not performing his/her duties, the vice chairman of the supervisory
committee shall summon and preside over supervisory committee meetings. Where the vice
chairman of the supervisory committee is incapable of performing, or is not performing
his/her duties, a supervisor elected by more than half of the supervisors shall summon and
preside over supervisory committee meetings.
Each term of office of a supervisor is three years and he/she may serve consecutive
terms if re-elected. A supervisor shall continu et op e r f o r mh i s / h e rd u t i e sa sas u p e r v i s o ri n
accordance with the laws, administrative regu lations and the articles of association until a
duly re-elected supervisor takes office, if re -election is not conducted in a timely manner
upon the expiry of his/her term of office or if the resignation of supervisor results in the
number of supervisors being less than the quorum.
The supervisory committee may exercise its powers:
(i) to review the company’s financial position;
(ii) to supervise the acts of directors and senior management members in their
performance of their duties and to propose the removal of directors and senior
management members who have violated laws, regulations, the articles of
association or the shareholders’ resolutions;
(iii) when the acts of a director or senior ma nagement members are detrimental to the
company’s interests, to require the director and senior management members to
correct these acts;
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(iv) to propose the convening of extraordinary general meetings and to convene and
preside over general meetings when the board of directors fails to perform the
duty of convening and presiding over general meetings under the PRC Company
Law;
(v) to submit proposals to the general meetings;
(vi) to bring actions against directors an d senior management members pursuant to
the relevant provisions of the PRC Company Law;
(vii) any other authority stipulated in the articles of association.
Supervisors may be present at board meetings and make inquiries or proposals in
respect of the resolutions of the board of directors. The supervisory committee may
investigate any irregularities identified in the operation of the company and, when
necessary, may engage an accounting firm to assist its work at the cost of the company.
Audit Committee
Under PRC Company Law, a joint stock lim ited company may establish an audit
committee composed of directors within its board of directors pursuant to the provisions of
its articles of association to exercise the func tions and powers of a supervisory committee as
prescribed by PRC Company Law, in lieu of establishing a supervisory committee or
supervisor.
The audit committee shall comprise at least three members, with a majority not
holding any position in the company other than that of director, and having no relationship
with the company that may affect their independent and objective judgment. Employee
representatives serving on the board of directors may be appointed as audit committee
members.
For listed companies with audit committe es, the following matters shall require
approval by a majority of all audit committee members before being resolved by the board
of directors:
(1) Appointment or dismissal of accounting firms engaged for the company’s audit
work;
(2) Appointment or removal of the financial controller;
(3) Disclosure of financial accounting reports;
(4) Other matters specified by the securities regulatory authority under the State
Council.
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The Guidance for Articles of Association stipulates that the audit committee shall
consist of at least three members, with independent directors constituting the majority and
an accounting professional among the independent directors serving as convener. Employee
representatives on the board may serve as audit committee members. The audit committee
shall be responsible for reviewing the company’s financial information and disclosures,
overseeing and evaluating internal and external audits and internal controls. The following
matters shall be submitted to the board meet ings only after obtaining approval by a
majority of all audit committee members:
(1) Disclosure of financial accounting rep orts, financial information in periodic
reports, and internal control evaluation reports;
(2) Appointment or dismissal of accounting firms engaged for the listed company’s
audit work;
(3) Appointment or removal of the listed company’s financial controller;
(4) Changes in accounting policies or accounting estimates, or corrections of material
accounting errors not resulting from changes in accounting standards;
(5) Other matters stipulated by laws, admin istrative regulations, CSRC regulations
and the company’s articles of association.
The audit committee shall convene a meeting at least once a quarter. Interim meetings
may be held upon request by two or more members or when the convener deems necessary.
Audit committee meetings require attendance by at least two-thirds of members to
constitute a quorum. Resolutions of the audit committee shall require approval by a
majority of its members.
Manager and the Senior Management Members
Under the PRC Company Law, a company may have a manager who shall be
appointed or removed by the board of directors. The manager shall exercise his duties and
powers in accordance with the provisions of the company’s articles of association or the
authorization of the board of directors.
Other provisions in the articles of association on the manager’s powers shall also be
complied with. The manager shall be present at the board meetings. However, the manager
shall have no voting rights at the board meetings unless he/she concurrently serves as a
director.
According to the PRC Company Law, senior management members refer to manager,
deputy manager, financial officer, secretary to the board of directors of a listed company
and other personnel as stipulated in the articles of association.
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Duties of Directors, Supervisors, Managers and Other Senior Management Members
Directors, supervisors and senior mana gement members are required under the PRC
Company Law to comply with the relevant laws, regulations and the articles of association,
and have fiduciary and diligent duties to the company. The provisions of the preceding
paragraph shall also apply to controlling s hareholders or de facto controllers of the
company who, although not serving as directors of the company, are actually involved in
the company’s affairs.
Directors, supervisors and senior management members are prohibited from abusing
their authority in accepting bribes or other unl awful revenue and from misappropriating the
company’s property.
Directors, supervisors, and senior man agement members are prohibited from:
(i) embezzlement of company properties and misappropriating company funds;
(ii) depositing company funds into accounts under their own names or the names of
other individuals;
(iii) utilising power to accept brib e or accept other illegal revenue;
(iv) accepting for their own benefit commissions from third parties for transactions
conducted with the company;
(v) unauthorized divulgence of confidential information of the company;
(vi) other acts in violation of their duty of loyalty to the company.
If any director, supervisor, and senior management members directly or indirectly
enters into any contract or engages in any transaction with the company, he/she shall report
such matter to the board of directors or the general meeting, and such contract or
transaction shall be approved by a resolution of the board of directors or the general
meeting in accordance with the provisions of the articles of association. The provisions of
the preceding paragraph shall also apply to contracts or transactions entered into by close
relatives of directors, supervisors, and senior management members, enterprises directly or
indirectly controlled by such close relatives, or any other persons having an affiliated
relationship with directors, supervisors, and senior management members.
Directors, supervisors, and senior man agement members shall not exploit their
positions to seize business opportunities that rightfully belong to the company, whether for
their own benefit or for the benefit of others, unless such conduct has been reported to the
board of directors or the general meeting and approved in accordance with the provisions of
the articles of association; or the company is unable to exploit such business opportunity
under applicable laws, administrative reg ulations, or the articles of association.
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Directors, supervisors, and senior man agement members shall not engage in any
business that competes with the company, whether for their own benefit or for the benefit of
others, unless such conduct has been reported to the board of directors or the general
meeting and approved in accordance with the provisions of the articles of association.
Any revenue derived by a director or senior management members in violation of the
provisions of the preceding paragraph shall be returned to the company.
A director, supervisor or senior manageme nt member who contravenes law, regulation
or the articles of association in the performance of his/her duties resulting in any loss to the
company shall be liable to the company for compensation.
The Guidance for Articles of Association stipulates that directors and senior
management members of the company owe a duty of diligence to the company. For
example, directors and senior management members shall exercise the powers granted by
the company prudently, diligently, and in goo d faith to ensure that the company’s business
operations comply with national laws, administrative regulations, and relevant economic
policies, and that such operations do not exceed the scope of business activities specified in
the company’s business license. Directors an d senior management members shall treat all
shareholders fairly. Directors and senio r management members shall sign written
confirmation statements for the compan y’s periodic reports to ensure that the
information disclosed by the company is tr ue, accurate, and complete. Directors and
senior management members shall truthfully pr ovide accurate information and materials to
the audit committee and shall not obstruct the audit committee in the performance of their
duties. Directors and senior management members shall also perform other duties of
diligence as prescribed by laws, administrati ve regulations, departmental rules, and the
company’s articles of association.
Finance and Accounting
Under the PRC Company Law, a company shall establish its own financial and
accounting systems according to the laws, admin istrative regulations and the regulations of
the competent financial departments under the State Council. At the end of each financial
year, a company shall prepare a financial report which shall be audited by an accounting
firm in accordance with laws. The financial and accounting reports shall be prepared in
accordance with laws, adminis trative regulations and the regulations of the financial
departments under the State Council.
The company’s financial reports shall be made available for shareholders’ inspection at
the company within 20 days before the convening of an annual general meeting. A joint
stock limited company that makes public stock offerings shall announce its financial
reports.
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When distributing each year’s profits after taxation, the company shall allocate 10% of
its profits after taxation for the company’s statutory common reserve fund until the fund
has reached more than 50% of the company’s registered capital. When the company’s
statutory common reserve fund is not sufficient to make up for the losses for the previous
years, the current year’s profits shall first be used to offset such losses before any allocation
is set aside for the statutory common reserve fund. After the company has made allocations
to the statutory common reserve fund from its p rofits after taxation, it may, upon passing a
resolution at a general meeting, make further allocations from its profits after taxation to
the discretionary common reserve fund. After a company has offset its losses and made
allocations to its discretionary common reserve fund, the remaining profits after taxation
shall be distributed in proportion to the number of shares held by the shareholders, except
otherwise provided for in the articles of association.
Any profits distributed to shareholders in violation of the provisions of the preceding
paragraph shall be returned to the company. The company shall not be entitled to receive
any profit distribution in respect of the shares it holds.
The premium on the par value of the company’s issued shares and other revenue
designated as capital reserve by the relevant government authorities shall be recorded as
capital reserve. The company’s reserve funds shall be used to offset the company’s losses,
expand the company’s business operations, or increase the company’s capital. When the
company needs to use reserve funds to offse t losses, it shall first allocate from the
discretionary reserve fund and the statutory re serve fund; if such funds are insufficient, the
company may allocate from the capital reserve fund in accordance with applicable
regulations. When the statutory reserve fund i s converted into capital, the balance of the
reserve fund shall not be less than 25% of the company’s registered capital prior to such
conversion.
The company shall have no accounting books other than the statutory books. The
company’s funds shall not be deposited in any account opened under the name of an
individual.
Appointment and Dismissal of Accountants
The Guidance for Articles of Association stipulates that the company must engage an
accounting firm that complies with the provisions of the Securities Law of the People’s
Republic of China to provide services, including financial statement audits, net asset
verification, and other relevant consulting services. The engagement period is one year and
can be renewed.
Pursuant to the PRC Company Law, when a company engages or dismisses an
accounting firm responsible for the company’s audit work, it shall be determined by the
shareholders at the general meeting in accorda nce with the articles of association. When the
general meeting votes on the dismissal of the accounting firm, the accounting firm shall be
allowed to make representations. The company shall provide the engaged accounting firm
with true and complete accounting evidence, accounting books, financial and accounting
reports, and other accounting materials, and s hall not refuse to provide, conceal, or forge
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any materials. In addition, the Guidance for Articles of Association stipulates that the audit
fees of the accounting firm shall also be determined by the shareholders at the general
meeting.
Profit Distribution
According to the PRC Company Law, a company shall not distribute any profits
before losses are covered and the statu tory common reserve fund is provided.
Amendments to the Articles of Association
According to the provisions of the PRC Company Law, a resolution of the general
meeting regarding any amendment to the company’s articles of association shall be passed
by more than two-thirds of the votes held by the shareholders present at the general
meeting.
According to the provisions of the Guidance for Articles of Association, the company
shall amend its articles of association under any of the following circumstances:
(i) after any amendment to the PRC Company Law or any other applicable laws or
administrative regulations, the provisi ons of the articles of association conflict
with the amended laws and/or administrative regulations;
(ii) changes in the actual situation of the co mpany result in inconsistencies with the
content set forth in the articles of association;
(iii) the general meeting resolves t o amend the articles of association.
The Guidance for Articles of Association further stipulates that any amendment to the
articles of association adopted by the general meeting shall be submitted for approval if
approval from the competent departments is required; if the amendment involves matters of
company registration, the registration inf ormation of the company with the competent
departments shall also be amended. In addition, if any laws or regulations require the
disclosure of amendments to the articles of association, a public announcement shall be
made in accordance with the applicable regulations.
Dissolution and Liquidation
In accordance with the provisions of the Company Law of the PRC, the Company shall
be dissolved under any of the following circumstances:
(i) the business operating period stipulated by the Articles of Association has expired
or other events causing dissolution, as stipulated by the Articles of Association,
have materialized;
(ii) the shareholders resolve to dissolve the Company at a general meeting;
(iii) the Company has to be dissolved on account of its merger or division;
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(iv) the Company’s business license is revoked, or the Company is ordered to close or
dissolve in accordance with the law;
(v) the Company experiences severe difficu lties in its operations and management,
and such difficulties cannot be resolved through other means, resulting in
significant losses to the shareholders’ in terests if the Company continues to exist.
In such cases, the people’s court shall, u pon the request of shareholders holding
10% or more of the total voting rights of the Company, order the dissolution of
the Company. If any of the aforementioned grounds for dissolution arises, the
Company shall, within ten days, publicly announce the grounds for dissolution
through the National Enterprise Credit Information Publicity System.
In the event of the circumstances describe d in items (i) and (ii) above, the Company
may continue to exist by amending its Articles of Association without distributing any
assets to any shareholders. Any amendment to the Articles of Association in accordance
with the aforementioned provisions shall require the approval of shareholders representing
more than two-thirds of the voting rig hts present at the general meeting.
If the Company is dissolved due to the circumst ances listed in items (i), (ii), (iv), or (v)
above, a liquidation process must be initiated. The directors shall act as the liquidators of
the Company and shall establish a liquidation committee within fifteen days from the date
of the occurrence of the dissolution event. The liquidation committee shall be composed of
directors or any other persons determined by the general meeting. If the liquidation
committee is not established within the specifi ed period or if the liquidation is ineffective
after the establishment of the liquidation committee, interested parties may apply to the
people’s court to request the appointment of relevant persons to form a liquidation
committee to manage the liquidation pro cess. The people’s court shall accept such
applications and promptly establish a liquida tion committee to carry out the liquidation.
During the liquidation process, the liquidation committee shall perform the following
functions and powers:
(i) dispose of the Company’s assets and prepare a balance sheet and an inventory of
assets;
(ii) notify the Company’s creditors or publish announcements;
(iii) handle and settle any outstanding business related to the liquidation;
(iv) pay any outstanding taxes and taxes arising during the liquidation process;
(v) settle the Company’s claims and liabilities;
(vi) distribute the remaining assets of the Company after the repayment of all debts;
(vii) participate in civil proceedings on behalf of the Company.
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The liquidation committee shall notify the C ompany’s creditors within 10 days after its
establishment and issue public notices in new spapers or on the National Enterprise Credit
Information Publicity System within 60 days.
The creditors shall submit their claims to the liquidation committee within 30 days
after receiving such notice, or if they fail to re ceive such notice, within 45 days after the
publication of such announcement.
In filing their claims, creditors shall explain matters relating to the claims and provide
the supporting documents. The liquidation committee shall register such claims. During the
claim declaration period, the liquidation committee shall not repay any debt to any
creditor.
After the liquidation committee has disposed of the properties of the Company and
prepared a balance sheet and a property inventory as required, it shall formulate a
liquidation proposal and submit it to the general meeting or the people’s court for approval.
The remaining assets of the Company after paying the costs of liquidation, the employees’
salaries, social insurance contributions and legal compensation, taxes and debts of the
Company, shall be distributed to the share holders in proportion to their respective
shareholding. During the period of liquidation, the Company shall continue to exist but
shall not engage in any business activity except for those relating to the liquidation. Before
repayment in accordance with the aforement ioned provisions, the assets of the Company
shall not be distributed to shareholders.
After the liquidation committee has sorted out the assets of the Company and prepared
a balance sheet and a property inventory as required, if it discovers that the Company’s
assets are insufficient to repay its debts in full, it shall apply to the people’s court in
accordance with the law to declare bankruptcy. Upon the people’s court declaring
bankruptcy, the liquidation committee shall hand over the management matters to the
bankruptcy administrator designated by the people’s court.
After completion of the liquidation, the liquidation committee shall prepare a
liquidation report and submit the same to the general meeting or the people’s court for
confirmation, then deliver the same to the Company’s registration authority to apply for
cancellation of the Company’s registration and publicly announce the Company’s
dissolution. Members of the liquidation committee shall perform their duties in good
faith in accordance with the relevant laws. Any member of the liquidation committee shall
not take advantage of his/her powers to accep t bribes or other illegal payments or embezzle
the property of the Company. Members of the liq uidation committee shall compensate the
Company and its creditors for any losses c aused by their intentional acts or gross
negligence.
If the Company declares bankruptcy according to law, it shall perform liquidation
procedures in accordance with the relevant provisions of the Enterprise Bankruptcy Law.
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Overseas Listing
In accordance with the Trial Measures for Overseas Listing ( 境外上市試行辦法), an
initial public offering or listing on an overse as market shall be filed with the CSRC within
three business days after submitting the relev ant application overseas. If the issuer issues
securities again on an overseas market where it h as previously issued and listed securities, it
shall file with the CSRC within three business days from the date of completion of the
issuance. Furthermore, if the filing docume nts are complete and meet the regulatory
requirements, the CSRC will co mplete the filing process within twenty business days from
the date of receiving the filing documents and p ublish the filing results on the website of the
CSRC. If the filing documents are incomplete o r do not meet the regulatory requirements,
the CSRC will request supplementation and amendments within five business days from the
date of receiving the filing documents, and the i ssuer shall complete su ch supplementation
and amendments within thirty business days.
Loss of Share Certificates
If the share certificate(s) of shareholders in registered form is either stolen, lost or
destroyed, a shareholder may, in accordance with the public announcement procedures set
out in the Civil Procedure Law of the PRC, apply to the people’s court for a declaration
that such certificate(s) will no longer be valid . After such declaration has been obtained, the
shareholder may apply to the Company for the issue of a replacement certificate(s).
Merger and Division
A company merger may be conducted either through absorption or through the
establishment of a new entity. In the case of an absorption merger, the absorbed company
shall be dissolved. In the case of a merger through the establishment of a new entity, all
merging parties shall be dissolved.
The parties involved in the merger shall en ter into a merger agreement and prepare a
balance sheet and an inventory of assets. The Company shall notify its creditors within ten
days from the date of the merger resolution and publish an announcement in newspapers or
on the National Enterprise Credit Informa tion Publicity System within thirty days.
Creditors may, within thirty days from the date of receiving the notice, demand the
Company to repay its debts or provide guarantee for such repayment; those who have not
received the notice may make such demands within forty-five days from the date of the
announcement. In the event of a merger, the rights and obligations of the merging parties
shall be assumed by the surviving company or the newly established company.
Where a company merges with another company in which it holds not less than 90% of
the shares, the acquired company is not required to obtain approval through a general
meeting resolution, but it must notify other shareholders who have the right to require the
company to acquire their equity or shares at a reasonable price. If the price paid for the
company merger does not exceed 10% of the company’s net assets, approval through a
general meeting resolution is not required, unless otherwise stipulated in the company’s
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articles of association. If the company merger is exempt from approval through a general
meeting resolution under the aforementione d two circumstances, it must be approved by the
resolution of the board of directors.
If the Company undergoes a division, its assets must also be divided, and a balance
sheet and an inventory of assets must be prepar ed. The Company shall notify its creditors
within ten days from the date of the division resolution and publish an announcement in
newspapers or on the National Enterprise Credit Information Publicity System within thirty
days. The liabilities of the Company prior to the division shall be jointly assumed by the
divided companies, unless otherwise stipulated in a written agreement regarding the
repayment of debts entered into between th e Company and its creditors prior to the
division.
The PRC Securities Laws, Regulations and Regulatory Regimes
The PRC has promulgated a number of regulations that relate to the issuance and
trading of shares and disclosure of information. In October 1992, the State Council
established the Securities Committee and the CSRC. The Securities Committee is
responsible for coordinating the drafting of securities regulations, formulating
securities-related policies, planning the development of securities markets, directing,
coordinating and supervising all securities-related institutions in the PRC and
administering the CSRC. The CSRC is the regulatory arm of the Securities Committee
and is responsible for the drafting of regulatory provisions governing securities markets,
supervising securities companies, regulating public offerings of securities by PRC
companies in the PRC or overseas, regulat ing the trading of securities, compiling
securities-related statistics and undertaking relevant research and a nalysis. In April 1998,
the State Council merged the Securities Co mmittee with the CSRC and restructured the
CSRC.
The Provisional Regulations Concerning the Issuance and Trading of Shares ( 《股票發
行與交易管理暫行條例》) cover the application and approval procedures for public offerings
of equity securities, trading in equity securities, the acquisition of listed companies, deposit,
clearing and transfer of listed equity securities, as well as the disclosure of information,
investigation, penalties and dispute res olutions with respect to a listed company.
On December 25, 1995, the State Council promulgated the Regulations of the State
Council Concerning Domestic Listed Foreign Shares of Joint Stock Limited Companies
(《國務院關於股份有限公司境內上市外資股的規定》). These regulations principally govern
the issuance, subscription, trading and declaration of dividends and other distributions of
domestic listed foreign shares and disclos ure of information of joint stock limited
companies having domestic listed foreign shares.
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The Securities Law of the PRC ( 《中華人民共和國證券法》) (the ‘‘Securities Law ’’) came
into effect on July 1, 1999, and was amended on August 28, 2004, October 27, 2005, June 29,
2013, August 31, 2014, and December 28, 2019, respectively. The most recent amended
Securities Law became effective on March 1, 2020. This law is the first national securities
law in China, comprising 14 chapters and 226 articles, regulating, among other things, the
issuance and trading of securities, the acquisit ion of listed companies, securities exchanges,
the obligations and responsibilities of securiti es companies and the securities regulatory
authority under the State Council. The Sec urities Law comprehensively oversees the
activities of China’s securities market. Article 224 of the Securities Law stipulates that
domestic enterprises listing their shares overseas must comply with the relevant regulations
of the State Council.
Currently, the issuance and trading of overse as stock offerings are primarily regulated
by rules and regulations promulgated by the State Council and the CSRC.
Arbitration and Enforcement of Arbitral Awards
The Arbitration Law of the PRC ( 《中華人民共和國仲裁法》)w a se n a c t e db yt h e
SCNPC on August 31, 1994, which became effective on September 1, 1995 and was last
amended on September 1, 2017. Pursuant to the Arbitration Law of the PRC, an arbitration
committee may, before the promulgation of arbitration regulations by the China
Arbitration Association, formulate interim arbitration rules in accordance with the
Arbitration Law of the PRC and the Civil Procedure Law of the PRC. Where the parties
have agreed to settle disputes by means of arbitration, a people’s court will refuse to handle
a legal proceeding initiated by one of the parties at such people’s court, unless the
arbitration agreement has lapsed.
Under the Arbitration Law of the PRC and the Civil Procedure Law of the PRC, an
arbitral award shall be final and binding on the parties involved in the arbitration. If any
party fails to comply with the award, the othe r party to the award may apply to a people’s
court for its enforcement.
If the respondent provides evidence proving that the arbitration award involves any of
the following circumstances, and upon review and verification by the people’s court, the
court shall rule not to enforce the award:
(i) the parties did not include an arbitration clause in the contract, nor did they
subsequently reach a written arbitration agreement;
(ii) the matters ruled upon fall outside the scope of the arbitration agreement, or the
arbitration institution had no authority to arbitrate;
(iii) the composition of the arbitration trib unal or the arbitration procedure violated
statutory procedures;
( i v ) t h ee v i d e n c eo nw h i c ht h ea w a r di sb a s e dw a sf o r g e d ;
APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND
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--- page 448 ---
(v) the other party concealed evidence fro m the arbitration institution that could
have affected a fair ruling;
(vi) the arbitrator engaged in embezzlement , bribery, malpractice, or other illegal
conduct during the arbitration of the case.
If the people’s court determines that enforc ing the award would violate public interest,
it shall rule not to enforce the award.
Any party seeking to enforce an arbitral awar d of a foreign affairs arbitration organ of
the PRC against a party who or whose property is not located within the PRC may apply to
a foreign court with jurisdiction over the case for recognition and enforcement of the award.
Likewise, an arbitral award made by a foreign arbitration body may be recognised and
enforced by a PRC court in accordance with the principle of reciprocity or any international
convention concluded or acceded to by the PRC.
Pursuant to the resolution adopted by the SCNPC on December 2, 1986, the PRC
acceded to the Convention on the Recognition and Enforcement of Foreign Arbitral
Awards (《承認及執行外國仲裁裁決公約》) (the ‘‘New York Convention ’’) adopted on June
10, 1958. The New York Convention provides that all arbitral awards made in a state which
is a party to the New York Convention shall b e recognised and enforced by other parties
thereto subject to their rights to refuse enforcement under certain circumstances, including
where the enforcement of the arbitral award is against the public policy of that state. At the
time of the PRC’s accession to the convention, the SCNPC declared that (i) the PRC will
only recognise and enforce foreign arbitral awards based on the principle of reciprocity; and
(ii) the New York Convention will only be applied to disputes deemed under PRC law to be
arising from contractual or non-contra ctual mercantile legal relations.
The Judicial Committee of the Supreme People’s Court adopted the Arrangement
Concerning Mutual Enforcement of Arbitration Awards Between the Mainland and the
Hong Kong Special Administrative Region ( 《關於內地與香港特別行政區相互執行仲裁裁決
的安排》) on June 18, 1999, which came into effect on February 1, 2000. The Supreme
People’s Court promulgated the Supplementary Arrangement Concerning Mutual
Enforcement of Arbitration Awards Between the Mainland and the Hong Kong Special
Administrative Region ( 《關於內地與香港特別行政區相互執行仲裁裁決的補充安排》)o n
November 26, 2020. Under these arrangements, if one party fails to comply with an
arbitration award made in the Mainland or Hong Kong, the other party may apply to the
relevant court in the place of the respondent’s domicile or where their assets are located for
compulsory enforcement.
APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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Judicial Judgments and Their Enforcement
In accordance with the Arrangement of the Supreme People’s Court on Mutual
Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts
of the Mainland and the Hong Kong Special Administrative Region Pursuant to Choice of
Court Agreements between Parties ( 《最高人民法院關於內地與香港特別行政區法院相互認
可和執行當事人協議管轄的民商事案件判決的安排》), promulgated by the Supreme People’s
Court on July 3, 2008, and effective from August 1, 2008, if any designated court in the
China mainland or Hong Kong renders an enforceable final judgment requiring the
payment in a civil or commercial case based on a written jurisdiction agreement, the
relevant parties may apply to the corresponding China mainland or Hong Kong court for
recognition and enforcement of the judgment. If the disputing parties have not agreed to
enter into a written jurisdiction agreement, a judgment rendered by a Hong Kong court may
not be enforceable in the China mainland.
On January 18, 2019, the Supreme People’s Court and the Government of the Hong
Kong Special Administrative Region entered into the Arrangement on Mutual Recognition
and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the
Mainland and the Hong Kong Special Administrative Region ( 《關於內地與香港特別行政區
法院相互認可和執行民商事案件判決的安排》)( t h e‘ ‘New Arrangement ’’), aiming to establish
a clearer and more certain mechanism for the mutual recognition and enforcement of a
broader range of civil and commercial judgments between the China mainland and Hong
Kong. The New Arrangement does not require the parties to enter into a written
jurisdiction agreement. The New Arrangement came into effect on January 29, 2024, and
replaced the previous arrangement.
APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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--- page 450 ---
SHARES AND REGISTERED CAPITAL
Issuance of Shares
The shares of the Company shall be in registered form. The shares issued by the
Company are all par value shares and shall be denominated in RMB and have a par value of
RMB1 each.
The shares of the Company shall be issued in a transparent, fair and equal manner and
shares of the same class shall rank pari passu in all respects.
Each of the shares of the same class shall be issued under the same conditions and at
the same price in each issuance, and the same price shall be paid for each of the shares
subscribed for by subscribers.
INCREASE, REDUCTION AND REPURCHASE OF SHARES
Increase and Reduction of Shares
Subject to the provisions of laws, regulations, securities regulatory rules of the place
where the Company’s shares are listed, the Company may, upon resolution by a general
meeting, increase its capital on the basis of its business and development needs, by any of
the following methods:
(i) public offering of shares;
(ii) non-public offering of shares;
(iii) distribute bonus shares to existing shareholders;
(iv) convert capital reserves into share capital;
(v) other means which is permitted by the laws, administrative regulations, and
approved by securities regulatory authorities of the State Council, regulatory
authorities of the place where the Company’s shares are listed and other relevant
regulatory authorities.
The Company may reduce its registered capital. Reduction of the registered capital by
the Company shall be implemented according to the Company Law and other relevant
regulations and the procedures stipulated in the Articles of Association.
Repurchase of Shares
The Company shall not acquire its own shares, except in any of the following
circumstances:
(i) reducing the registered capital of the Company;
(ii) merger with another company which holds the shares of the Company;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 1–


--- page 451 ---
(iii) using such shares in connection with e mployee share ownership schemes or share
incentives;
( i v ) r e q u e s tt ot h eC o m p a n yt oa c q u i r et h eshares from shareholders who vote against
any resolution adopted at the general meeting on the merger or division of the
Company;
(v) using the shares for conversion of convertible corporate bonds issued by the listed
company;
(vi) it is necessary for the Company to maintain its value and the shareholders’ equity;
(vii) other circumstances stipulated by la ws, administrative regulations and the
regulatory rules of the place where the Company’s shares are listed.
The Company may repurchase its own shares by way of open and centralized
transaction, or other means approved by laws, administrative regulations, the securities
regulatory authorities and stock exchanges of the place where the Company’s shares are
listed and shall comply with applicable laws and regulations and requirements of the
securities regulatory rules of the place where the Company’s shares are listed. Subject to the
compliance with the applicable securities regu lator rules of the place where the Company’s
shares are listed, the repurchase of shares und er the circumstances set out in items (iii), (v)
and (vi) above shall be conducted by way of open and centralized transaction.
Where the Company repurchases its shares under the circumstances set out in items (i)
and (ii) above, a resolution shall be passed at the general meeting. Where the Company
repurchases its shares under the circumstances set out in items (iii), (v) and (vi) above, a
resolution shall be passed at a Board meeting attended by more than two-thirds of the
Directors, according to the Articles of Association or the general mandate granted by
general meeting and subject to the compliance wit h the applicable securities regulatory rules
of the place where the Company’s shares are listed.
Upon the Company repurchases its own shares according to the circumstances set out
in items above, such shares under the circums tances set out in item (i) shall be canceled
within ten days from the date of repurchase; such shares under the circumstances set out in
items (ii) and (iv) shall be transferred or ca nceled within six months. Where the Company
repurchases its shares under the circumstances set out in item (iii), (v) and (vi), the total
number of shares held by the Company shall not exceed 10% of the total issued shares of
the Company, and such shares shall be transferred or canceled within three years.
TRANSFER OF SHARES
The shares issued before the Company’s public offering of shares shall not be
transferred within one year from the date the Company’s shares are listed and traded on a
stock exchange.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 2–


--- page 452 ---
The Directors and senior management mem bers of the Company shall declare to the
Company the number of shares of the Company they hold and the subsequent changes in
their shareholdings. The number of shares that such persons may transfer every year during
their term of office determined at the time of a ppointment shall not exceed 25% of the total
number of the same class of shares of the Company held by them; the shares held in the
Company shall not be transferred within one year as from the date when the Company
shares have been listed. Such personnel shall not transfer the Company’s shares held within
half a year after they have terminated their employment with the Company.
W h e r et h es h a r e sa r ep l e d g e dw i t h i nt h et i me limit for transfer prescribed by laws or
administrative regulations, the pledgee may not exercise the pledge right within the time
limit for transfer.
SHAREHOLDERS AND GENERAL MEETING
Shareholders
The Company shall establish a register according to the certificates provided by the
securities registration and clearing authorities and the register shall be the ample evidence
that the shareholders hold any shares in the Company. The original copy of the register of
holders of H shares shall be kept in Hong Kong. A duplicate register of shareholders for the
holders of overseas-listed foreign-invested shares shall be maintained at the Company’s
residence, and the appointed overseas agent(s) shall ensure consistency between the original
and the duplicate register of shareholders at a ll times. If there is any inconsistency between
the original and the duplicate register of shareholders for the holders of overseas-listed
foreign-invested shares, the original version shall prevail. The register of members kept in
Hong Kong must be available for inspection by shareholders, but the Company may close
the register of members on terms equivalent to those of section 632 of the Companies
Ordinance (Chapter 622 of the Laws of Hong Kong). A shareholder shall enjoy rights and
assume obligations pursuant to the class of shares held; holders of the same class of share
shall enjoy equal rights and assume equal obligations.
The Shareholders of the Company shall have the following rights:
(i) to receive dividends and other profit distributions according to the number of
shares held;
(ii) to require convening of, convene, preside over, attend or appoint a proxy to
attend general meetings, and exercise thei r corresponding voting right according
to the laws;
(iii) to supervise and manage business operations of the Company and to raise
proposals or address inquiries accordingly;
(iv) to transfer, donate or pledge the shares held by him pursuant to the provisions of
laws, administrative regulations and the Articles of Association;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 3–


--- page 453 ---
(v) to review and copy the Articles of Asso ciation, register, minutes of general
meetings, resolutions of board meetings and financial accounting Reports. A
qualified shareholder may inspect the accounting books and vouchers of the
Company;
(vi) to participate in, upon the Company’s termination or liquidation, the distribution
of the Company’s remaining assets according to the quantity of shares held;
(vii) with respect to shareholders voting against any resolution adopted at the general
meetings on the merger or division of t he Company, the right to demand the
Company to acquire the shares held by them;
(viii) to have other rights conferred in accordance with the laws, administrative
regulations, departmental rules, the regulatory rules of the place where the
Company’s shares are listed or the Articles of Association.
A shareholder who individually or jointly holds more than 3% of the Company’s
shares for over 180 consecutive days may request to inspect the Company’s accounting
books and vouchers by submitting a written request stating the purpose to the Company. If
the Company has reasonable grounds to believe that the shareholder’s request to inspect the
Company’s accounting books and vouchers serves an improper purpose and may harm the
Company’s legitimate interests, it may refuse the inspection. The Company must respond to
the shareholder in writing within 15 days of receiving the written request, providing reasons
for the refusal. If the inspection is denied, the shareholder may file a lawsuit with the
people’s court.
If the contents of a resolution passed at the general meeting or board meeting of the
Company violates relevant the laws or administ rative regulations, the shareholders shall
have the right to submit a petition to the pe ople’s court to render the same as invalid.
If the procedures for convening, or the methods of voting at, a general meeting or
board meeting violate the laws, administrativ e regulations or the Articles of Association, or
the contents of a resolution violate the Artic les of Association, shareholders shall be
entitled to submit a petition to the people’s court to rescind such resolution within 60 days
from the date on which such resolution is passed, except for the circumstances where the
convening procedures and voting ways have only minor flaws and there’s no substantial
impact on resolutions. Shareholders who have not been notified to participate in the general
meeting may file a petition with the people’s court to revoke the resolution within 60 days
from the date when they know or should know that the resolution is made at the general
meeting; if they do not exercise the right to revoke within one year from the date of the
resolution, the revoke right shall be extinguished.
Resolutions of a general meeting or the Board of the Company shall not be established
in any of the following circumstances:
(i) a general meeting or a meeting of the Board was not convened to make the
resolution;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 4–


--- page 454 ---
(ii) the resolution was not voted at a general meeting or a meeting of the Board;
(iii) the number of attenders of the meeting or their voting rights do not meet the
quorum or the number of voting rights as required by the Company Law or the
Articles of Association;
(iv) the number of attenders in favor of the resolution or their voting rights do not
meet the quorum or the number of voting rights as required by the Company Law
or the Articles of Association.
If Directors other than members of the Audit Committee or senior management
members violate the laws, administrative re gulations or the Articles of Association while
performing their duties, causing losses to the Company, shareholder(s) individually or
jointly holding 1% or more of the shares of the Company for more than 180 consecutive
days shall be entitled to request in writing t he Audit Committee to initiate proceedings to
the people’s court. If the members of the Audit Committee violates the laws, administrative
regulations or the Articles of Association wh ile performing their duties, causing losses to
the Company, the aforementioned shareholder(s) may request in writing to the Board to
initiate proceedings to the people’s court.
In the event that the Audit Committee or the Bo ard refuses to initiate proceedings after
receiving the written request of shareholders stated in the foregoing paragraphs, or fails to
initiate such proceedings within 30 days from the date on which such request is received, or
in case of emergency where failure to initiate such proceedings immediately will result in
irreparable damage to the Company’s interes ts, shareholders described in the preceding
paragraphs shall have the right to initiate proceedings to the people’s court directly in their
own names in the interest of the Company.
If any other person infringes upon the lawful rights and interests of the Company,
thereby resulting in the Company incurring any loss, shareholders described in the first
paragraph of this Article may institute legal proceedings to the people’s court in accordance
with the preceding two paragraphs.
If the Directors, Supervisors or senior management members of a wholly-owned
subsidiary of the Company violate the laws, adm inistrative regulations or the Articles of
Association while performing their duties, causing losses to the Company, or if any person
infringes the lawful rights and interests of a wholly-owned subsidiary of the Company and
thus causes losses, a shareholder or shareholders individually or jointly holding over 1% of
the shares of the Company for more than 180 consecutive days, may request in writing, in
accordance with the provisions of the preceding three paragraphs, that the Supervisory
Committee or the Board of the wholly-owned su bsidiary to initiate litigation before the
people’s court, or initiate litigation before the people’s court directly in its or their own
names.
If any director or senior management mem ber violates the laws, administrative
regulations or the Articles of Association, thereby resulting in the shareholders incurring
any loss, the shareholders may institute l egal proceedings in the people’s court.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 455 ---
The shareholders of the Company shall assume the following obligations:
(i) to abide by laws, administrative regulations and the Articles of Association;
(ii) to pay for the shares pursuant to the quantity and the method of subscription;
(iii) not to withdraw their contributed shar e capital except in circumstances allowed
by the laws and regulations;
(iv) not to abuse his rights as a shareholder to damage the Company’s or other
shareholder’s interests; not to abuse the independent legal person status of the
Company and the limited liability of the sh areholders to damage the interests of
creditors;
(v) other obligations as stipulated in laws, a dministrative regulations, departmental
rules, normative documents and listing rules of the stock exchange(s) of the places
where the Company’s shares are listed and the Articles of Association.
Shareholders of the Company who abuse their shareholders’ rights and thereby causing
damage to the Company or other shareholders shall be liable for indemnity according to the
laws. Where shareholders of the Company abuse the independent legal person status of the
Company and the limited liability of sharehol ders for the purpose of evading repayment of
debts, thereby materially impairing the inte rests of the creditors of the Company, such
shareholders shall be jointly and severally liable for the debts owed by the Company. If any
Shareholder conducts any action as specified in the preceding paragraph by using two or
more companies controlled by him/her, each of t he company shall bear joint liability for the
debts of any one of the companies.
Shareholders who hold more than 5% or more voting shares of the Company pledge
any of their shares shall report the same to the Company in writing on the day the fact
occurs.
Controlling shareholders and the de facto controllers of the Company shall not take
advantage of their connected relationship with the Company to act in detriment to the
interests of the Company. If he/she violates th e provisions, causing losses to the Company,
he/she shall be liable for compensation. Any controlling shareholder or de facto controller
of the Company who instructs a Director or a senior management member to engage in an
act detrimental to the interests of the Company or its shareholders shall bear joint and
several liability with such Direc tor or senior man agement member.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 456 ---
General Provisions of General Meeting
The general meeting is the organ of authority of the Company and shall exercise the
following functions and powers according to the laws:
(i) to elect and replace Directors and to determine matters relating to the
remuneration of the Directors;
(ii) to consider and approve reports made by the Board;
(iii) to consider and approve the Company ’s profit distribution plans and loss
recovery plans;
(iv) to resolve on the increase or reductio n of the Company’s registered capital;
(v) to resolve on the issuance of corporate bonds or other securities and listing;
(vi) to resolve on matters such as the merge r, division, dissolution, liquidation or
transformation of corporate form of the Company;
(vii) to amend the Articles of Association;
(viii) to resolve on Company’s appointment or removal of the accounting firm
undertaking audit services of the Company;
(ix) to consider and approve guarantees required by Article 47 of the Articles of
Association;
(x) to consider matters relating to the pur chase and sale of material assets by the
Company (including controlling subsidiari es) within one year valued at more than
30% of the audited total assets of the Company as at the latest period;
(xi) to consider and approve the change in use of proceeds raised;
(xii) to consider equity incentive pla ns and employee stock ownership plans;
(xiii) to consider other matters and transacti ons which, in accordance with the laws,
administrative regulations, departmental rules, regulatory rules of the place where
the Company’s shares are listed and the A rticles of Association, shall be approved
by the general meeting.
The general meeting may authorize the Board to resolve on the issue of corporate
bonds.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 7–


--- page 457 ---
The following external guarantees give n by the Company (including controlling
subsidiaries) shall be examined and approved by the general meeting subject to
consideration and approval of the Board:
(i) any guarantee to be provided after the total amount of external guarantee
provided by the Company has reached or exceeded 50% of the audited net assets
for the most recent period;
(ii) any guarantee to be provided after the total amount of external guarantee
provided by the Company has reached or exceeded 30% of the audited total assets
for the most recent period;
(iii) guarantees provided by the Company ’s to others with the amount reaching or
exceeding 30% of the Company’s audited total assets within one year for the most
recent period;
(iv) guarantees to be provided in favor of a guarantee recipient whose gearing ratio
exceeds 70%;
(v) guarantees with a single guaranteed amount in excess of 10% of the audited net
asset value for the most recent period;
(vi) guarantees to be provided in favor of s hareholder, de facto controllers and their
respective connected parties;
(vii) other guarantees as stipulated in laws, regulations, normative documents,
regulatory rules of the place where the Company’s shares are listed and the
Articles of Association.
Where any external guarantee considered and approved in violation of the approval
power or review procedure causes a loss to the Company, the related Directors, senior
management members or any other person held liable shall bear the liability for damages in
accordance with the laws.
General meetings shall be divided into an nual general meeting and extraordinary
general meetings. Annual general meetings are held once every accounting year and within 6
months from the end of the preceding accounting year.
The Company shall convene an extraordinary general meeting within 2 months after
the occurrence of any one of the following circumstances:
(i) where the number of Directors falls short of the minimum number required by the
Company Law or is no more than two-thirds of the number required by the
Articles of Association;
(ii) where the unrecovered losses of the Company amount to one-third of its total
share capital;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 458 ---
(iii) where written requests by shareholder( s) individually or jointly holding more than
10% of the total number of the Company’s shares with voting rights;
(iv) where the Board considers it necessary;
(v) where the Audit Committee so request;
(vi) other circumstances stipulated by laws, a dministrative regulat ions, departmental
rules, the regulatory rules of the place where the Company’s shares are listed or
the Articles of Association.
Controlling Shareholders and De Facto Controllers
The Controlling Shareholders and de facto controllers of the Company shall exercise
their rights and fulfil their obligations in accordance with the laws, administrative
regulations, departmental rules, normative do cuments and other provisions of the securities
regulatory authorities where the Company’s shares are listed, and safeguard the interests of
the Company.
The Controlling Shareholders and de facto c ontrollers of the Company shall comply
with the following provisions:
(i) to exercise their rights as shareholde rs in accordance with the law and not abuse
their control or use their connected relationships to prejudice the legitimate
interests of the Company or other shareholders;
(ii) to strictly implement the public statem ents and undertakings made and shall not
change or waive them;
(iii) to fulfil information disclosure obligat ions in strict accordance with the relevant
regulations, to proactively cooperate wi th the Company in information disclosure
and to inform the Company in a timely manner of material events that have
occurred or are proposed to occur;
(iv) not to appropriate the Company’s funds in any way;
(v) not to order, instruct or request the Company and relevant personnel to provide
guarantees in violation of laws and regulations;
(vi) not to make use of the Company’s undisclosed material information to gain
benefits, not to disclose in any way undisclosed material information relating to
the Company, and not to engage in insider trading, short-swing trading, market
manipulation and other illegal and unlawful acts;
(vii) not to prejudice the legitimate rights and interests of the Company and other
shareholders through unfair connected transactions, profit distribution, asset
restructuring, foreign investment or any other means;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 9–


--- page 459 ---
(viii) to ensure the integrity of the Company ’s assets, and the independence of
personnel, finance, organization and business, and not to affect the independence
of the Company in any way;
(ix) other provisions of laws, administrative regulations, departmental rules,
normative documents, other securities regulatory rules of the place where the
Company’s shares are listed and the Articles of Association.
Where a Controlling Shareholder or de facto controller of the Company does not act as
a director of the Company but actually carr ies out the affairs of the Company, the
provisions of the Articles of Association rel ating to the duties of loyalty and diligence of
directors shall apply.
Where a Controlling Shareholder or de facto controller of the Company instructs a
director or senior management to engage in an act that is detrimental to the interests of the
Company or the shareholders, he/she shall be jointly and severally liable with such director
or senior management.
Where a Controlling Shareholder or de fact o controller pledges the shares of the
Company that he/she holds or actually controls , he/she shall maintain the stability of the
Company’s control and production operations.
Where a Controlling Shareholder or de fact o controller transfe rs the shares of the
Company held by him/her, he/she shall comp ly with the restrictive provisions on the
transfer of shares set out in the laws, administrative regulations, departmental rules,
normative documents and securities regulatory rules of the place where the Company’s
shares are listed, as well as his/her undertakin gs in respect of the restriction on the transfer
of shares.
Convening of General Meeting
The Board shall convene the general meet ing on time within the specified period.
Subject to the consent of more than half of all the independent non-executive Directors, the
independent non-executive Directors shall have the right to propose the Board to convene
an extraordinary general meeting. In respect of a proposal by an independent non-executive
Director to convene an extraordinary general meeting, the Board shall give a written reply
on whether or not it agrees to hold such extraordinary general meeting within 10 days after
receipt of the request, in accordance with laws , administrative regulations, the regulatory
rules of the place where the Company’s shares are listed and the Articles of Association. If
the Board agrees to convene the extraordinary general meeting, a notice for convening such
meeting shall be issued within five days after the date of the resolution of the Board. If the
Board does not agree to convene such extraordinary general meeting, reasons shall be
explained and the announcement shall be made.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 1 0–


--- page 460 ---
The Audit Committee shall have the right to propose to the Board to convene an
extraordinary general meeting, and shall propose to the Board in writing. The Board shall
give a written reply on whether or not it agrees to hold such extraordinary general meeting
within 10 days after receipt of the request, in accordance with laws, administrative
regulations, the regulatory rules of the place where the Company’s shares are listed and the
Articles of Association. If the Board agrees to convene the extraordinary general meeting, a
notice for convening such meeting shall be i ssued within five days after the date of the
resolution of the Board, and any changes to the original proposal contained in the notice
shall be subject to the approval of the Audit Committee. If the Board does not agree to
convene such extraordinary general meeting, or fails to give a response in writing within ten
days after receipt of the proposal, the Board shall be deemed to be unable to or have failed
to perform its duty to convene the general meeting, and the Audit Committee shall have the
right to convene and preside over such meeting on its own.
Shareholder(s) individually or jointly holding 10% or more of the total number of the
Company’s shares with voting rights shall have the right to request the Board to hold an
extraordinary general meeting and to include p roposals in the agenda of the meeting, which
shall be submitted in writing to the Board. The Board shall give a written reply on whether
or not it agrees to hold such extraordinary general meeting within 10 days after receipt of
the written request, in accordance with laws, ad ministrative regulations, the regulatory
rules of the place where the Company’s shares are listed and the Articles of Association. If
the Board agrees to convene the extraordinary general meeting, a notice for convening such
meeting shall be issued within five days after the date of the resolution of the Board and any
changes to the original proposal contained in the notice shall be subject to the approval of
the relevant shareholders. If the Board does not agree to convene such meeting, or fails to
give a response within ten days after receipt of the request, shareholder(s) individually or
jointly holding 10% or more of the shares of the Company shall have the right to request
the Audit Committee to convene an extraordinar y general meeting and to include proposals
in the agenda of the meeting, which shall be subm itted in writing to the Audit Committee. If
the Audit Committee agrees to convene an ext raordinary general meeting, a notice for
convening such meeting shall be issued within five days after receipt of the request and any
changes to the original request contained in the notice shall be subject to the approval of the
relevant shareholders. If the Audit Committee fails to issue a notice convening the general
meeting by the prescribed period, the Audit C ommittee shall be deemed to refuse to convene
and preside over such meeting, and sharehold er(s) individually or jointly holding 10% or
more of the shares of the Company for no less than 90 consecutive days shall have the right
to convene and preside over the meeting on their own.
Proposals and Notices of the General Meeting
The substance of the motion proposed shall fall within the terms of reference of the
general meeting, with clear subjects for discu ssion and specific issues for resolution and in
compliance with the relevant provisions of th e laws, administrative regulations and the
Articles of Association.
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--- page 461 ---
Whenever the Company convenes a general meeting, the Board, the Audit Committee
and shareholder(s) individually or jointly holding 1% or more of the total number of the
Company’s shares shall have the right to propose motions to the Company.
Shareholder(s) individually or in aggregate holding 1% or more of the total number of
the Company’s shares shall have the right to submit an interim proposals in writing to the
convener 10 days prior to the general meeting. The interim proposals shall have clear
subjects for discussion and specific issues f or resolution. The convener shall serve a
supplementary notice of general meeting by announcement within two days after receipt of
the proposals which shall contain contents of the interim proposals, and submit the interim
proposal to the general meeting for consideration, unless the interim proposals violate the
laws, administrative regulations or provisions of the Articles of Association, or do not fall
within the functions and powers of the general meeting. The Company shall not increase the
shareholding of shareholders who submit the interim proposal.
Save as specified in the preceding paragraph, the convener, after issuing the notice of
the general meeting, shall neither revise the proposals stated in the notice of general
meetings nor add new proposals. Proposals not set out in the notice of general meeting or
not complying with the provisions of the Articles of Association shall not be voted on or
resolved at the general meeting.
The convener shall notify all the shareholders of an annual general meeting by way of
announcement at least 21 days prior to the convening thereof, and shall notify all the
shareholders of an extraordinary general meeting by way of announcement at least 15 days
prior to the convening thereof. The aforesaid duration shall not include the date on which
the meeting is convened. If laws, regulations and the securities regulatory authorities where
the Company’s shares are listed stipulate otherwise, such provisions shall prevail.
Notice of a general meeting shall include the following particulars:
(i) the time, venue and duration of the meeting;
(ii) the matters and proposals submi tted to the meeting for consideration;
(iii) contain a clear statement that all ord inary shareholders (i ncluding preferred
shareholders with the resumed voting ri ght) are entitled to attend the general
meeting and they may appoint one or more proxies in writing to attend and vote
on his behalf and that such proxy may not be shareholders of the Company;
(iv) the equity registration date of shareho lders entitled to attend the general meeting;
(v) the name and telephone number of the regular contact person of the meeting;
(vi) the time and procedures for voting by internet or other means;
(vii) other requirements stipulated by laws, administrative regulations, departmental
rules, the regulatory rules of the place where the Company’s shares are listed and
the Articles of Association.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 462 ---
The notice and the supplementary notice of the general meeting shall fully and
completely disclose all the spec ific content of all proposals.
Upon issuance of the notice of a general meet ing, the general meeting shall neither be
postponed nor canceled without proper reasons. Proposals listed in such notice shall not be
canceled. Once a postponement or cancellation occurs, the Company or the convener shall
publish an announcement and specify the cause in accordance with laws, regulations and
securities regulatory rules of the place where the Company’s shares are listed.
Convening of the General Meeting
All shareholders recorded in the register of shareholders on the equity registration date
or their proxies shall be entitled to attend the general meeting, and speak and exercise the
voting rights at general meeting in accordance with the relevant laws, regulations, the listing
rules of the stock exchange of the place where the Company’s shares are listed and the
Articles of Association (unless the shareholder waives its voting right in respect of a specific
matter in accordance with relevant regulatio ns, for example, that the shareholder holds a
substantial interest in a specific tran saction or arrangement being voted on).
A shareholder may attend the general meeting in person, and may also appoint a proxy
to attend and vote on his behalf. Each shareholder is entitled to appoint a proxy, but such
proxy may not be a shareholder of the Company. If the shareholder is a recognized clearing
house (or its proxy) as defined in the relevant regulations enacted by Hong Kong from time
to time, the shareholder may authorize one or more persons as he/she thinks fit to act as
his/her proxy at any general meeting.
Individual shareholders attending the meeting in person shall present their identity
cards or other effective document or proof of identity. If a proxy is appointed to attend the
meeting on his/her behalf, the proxy shall present his/her own valid proof of identity and
the power of attorney of the shareholder . Shareholder that is a legal person shall be
represented at the meeting by its legal repre sentative or a proxy appointed by the legal
representative. If legal representatives attend the meeting shall present his/her identity card
and valid certificate evidencing his/her capacity as a legal representative; if a proxy is
appointed to attend the meeting, such proxy shall present his/her identity card and a written
power of attorney duly issued by the legal representative of the shareholder that is a legal
person or form of proxy appointment. If a shareholder that is a legal person has appointed
a proxy to attend any meeting, he/she shall be deemed to attend himself/herself (unless if a
shareholder is a recognized clearing house ( or its proxy) as is defined in the relevant
ordinances enacted from time to time under the laws of Hong Kong). If a shareholder is a
recognized clearing house (or its proxy) as is defined in the relevant ordinances enacted
from time to time under the laws of Hong Kong), it may, as it thinks fit, appoint corporate
representative(s) or one or more persons as its proxies at any general meeting. However, if
more than one person is appointed, the power of attorney or the instrument of proxy shall
specify the number and class of the shares rela t i n gt ow h i c he a c hs u c hp r o x yi sa u t h o r i z e d ,
and shall be executed by the authorized person o f the recognized clearing house. The person
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 463 ---
so authorized may attend the meeting on behal f of the recognized clearing house (or its
proxy) (without being required to present share certificate, notarized authorization and/or
further evidence to prove that he/she is duly authorized) to exercise the rights equivalent to
those of other shareholders under the law (including the rights to speak and vote) as if
he/she was an individual shareholder of the Company.
The convener shall verify the legitimacy o f the shareholders’ qualifications based on
the register of shareholders provided by the secu rities registration and clearing authorities,
and register the names of the shareholders together with the numbers of voting shares
represented. The registration of the meeting shall be closed until the chairman of the
meeting announces the number of shareholders and proxies present at the meeting and the
total number of shares with voting rights.
Where the general meeting requires Directors and senior management members to
attend the meeting, the Directors and senior management members shall attend the meeting
and answer the inquiries of shareholders.
The general meeting shall be presided over by the chairman of the Board. Where the
chairman of the Board is unable to discharge or fails to discharge his/her duties, the meeting
shall be chaired and presided over by the vice chairman of the Board (if there are two or
more vice chairmen, the one elected by more th an one half of the Directors). Where the vice
chairman of the Board is unable to discharge or fails to discharge his/her duties, half or
more of the Directors shall designate a Director to preside over the meeting. If a general
meeting is convened by the Audit Committee on its own, the convenor of the Audit
Committee shall preside over the meeting. If the convenor is unable or fails to discharge
his/her duties, the meeting shall be presided over by a member of the Audit Committee
n o m i n a t e db yam a j o r i t yo fA u d i tC o m m i t t e e .I fag e n e r a lm e e t i n gi sc o n v e n e db yt h e
shareholders themselves, the meeting shall be presided over by the convener or a
representative nominated by him/her. When a general meeting is convened, if the
chairman of the meeting contravenes the Rul es of Procedures for general meetings,
rendering the meeting impossible to proceed, with the consent from half or more of the
attending shareholders with voting rights, one person may be nominated at the general
meeting to serve as the chairman and the meeting may proceed.
The Company shall formulate the rules of procedures for general meeting specifying
the summoning, convening and voting procedures of general meeting, including notice,
registration, deliberation of and voting on proposals, votes counting, announcement of
voting results, drafting of meeting resolutions, meeting minutes and their signature,
announcements and other content, as well as the principle of delegation of powers to the
Board by the general meeting, and the content of delegation shall be clear and specific. The
rules of procedures for the general meeting shall be attached hereto as an appendix, and
formulated by the Board and approved by the general meeting.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 464 ---
Voting and Resolutions at General Meetings
The resolutions of the general meeting shall be divided into ordinary resolutions and
special resolutions. An ordina ry resolution made by the general meeting shall be passed by
more than half of the votes held by the shareholders (including proxies of shareholders)
attending the general meeting. A special resolution made by the general meeting shall be
passed by a two-thirds majority of the votes held by the shareholders (including proxies of
shareholders) attending the general meeting.
The following matters shall be resolved at the general meeting through ordinary
resolutions:
(i) work reports of the Board;
(ii) plans of profits distribution and loss recovery schemes proposed by the Board;
(iii) appointment and dismissal of the memb ers of the Board, (including the removal
of a director before the expiration of his/her term of office, without prejudice to
any claim for damages that the director may have under any contract) and
decision on remuneration and payment methods thereof;
(iv) appointment and dismissal of accounting firms that provides regular audit
services to the Company, and decision on remuneration and payment methods
thereof;
(v) other matters other than those that are required to be adopted by way of special
resolution by laws, administrative regulations, the listing rules of the stock
exchange where the Company’s shares are listed or the Articles of Association.
The following matters shall be passed by way of a special resolution at a general
meeting:
(i) increase or reduction in the registered capital of the Company;
(ii) spin-off, split, merger, dissolution and liquidation of the Company;
(iii) amendment to the Articles of Association (in whatever form);
(iv) matters on purchase or sale of material assets or provision of external guarantee
with an amount of more than 30% of the Company’s audited total assets value for
the most recent period within one year;
(v) share incentive scheme;
(vi) other matters stipulated by laws, adminis trative regulations, departmental rules,
listing rules of the stock exchange where the Company’s shares are listed or the
Articles of Association, and specified by ordinary resolutions of the general
meeting that are considered to be significant to the Company and shall be
approved by special resolutions.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 465 ---
Shareholders (including proxies of shareholders) shall exercise the voting rights with
respect to the number of voting shares represented by them, and each share shall have one
vote. When voting at a general meeting, shareholders (including proxies of shareholders)
who are entitled to two or more votes are not required to vote for, against or abstain all of
their votes.
When material issues affecting the interests of minority investors are considered at a
general meeting, the votes of minority investors shall be counted separately. The separate
voting results shall be promptly disclosed in accordance with the laws, administrative
regulations, departmental rules, listing rules of the stock exchange where the Company’s
shares are listed or the Articles of Association.
Shares held by the Company do not carry voting rights, and shall not be counted in the
total number of voting shares represented by shareholders present at a general meeting.
Where the laws, administrative regulations , departmental rules, listing rules of the
stock exchange where the Company’s shares are listed require any shareholder to abstain
from voting on any particular resolution or restricted to voting only for or only against any
particular resolution, any votes cast by or on behalf of such shareholders or their proxies in
contravention of such requirements or restrictions shall not be counted.
When the related or connected transactions are considered at the general meeting, the
related or connected shareholders and their associates (as defined in the Hong Kong Listing
Rules) shall abstain from voting, and the number of voting shares represented by them shall
not be counted in the total number of valid votes. The resolution announcement of the
general meeting shall fully disclose the voting results of the unrelated or unconnected
shareholders and other contents required by th e rules of securities regulation in the place
where the Company’s shares are listed. Before the related or connected transactions are
considered at the general meeting, the Com pany shall determine the scope of connected
shareholders in accordance with relevant laws, regulations and normative documents.
Related or connected persons or their authorized representatives may attend the general
meeting and may express their views to the sha reholders present in accordance with the
procedures of the general meeting, but shall recu se themselves from voting. If the related or
connected persons do not recuse themselves from voting, other shareholders attending the
meeting shall have the right to request them to recuse themselves from voting. After the
avoidance of the related or connected persons, other shareholders shall vote according to
their voting rights and adopt the corresponding resolution in accordance with the
provisions of the Articles of Association; the presider shall announce the number of
shareholders and proxies other than the related or connected persons present at the meeting
and the total number of shares with voting rights. Ordinary resolutions on related or
connected transactions shall be passed by unrelated or unconnected shareholders holding
over half of the shares with voting rights present at the general meeting; and special
resolutions shall be passed by related or unconnected shareholders holding over two-thirds
of the shares with voting rights present at th e general meeting. If a related or connected
person or its close associate participates in the voting in violation of this Article, his/her
vote on relevant related or connected transactions shall be invalid.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 466 ---
DIRECTORS AND THE BOARD OF DIRECTORS
Directors
Directors of the Company shall be natural persons, and none of the following persons
may serve as a Director of the Company:
(i) a person without capacity or with limited capacity for civil acts;
(ii) a person who was sentenced to criminal punishment for the crime of corruption,
bribery, encroachment or embezzlement of property or disruption of the order of
socialist market economy; or a person who was deprived of his/her political rights
for committing a crime and not more than 5 years has elapsed since the expiration
of the enforcement period; or a person who was given a suspended sentence and
not more than 2 years has elapsed since the expiration of the suspended sentence;
(iii) a director, factory director or gen eral manager of a company or enterprise
liquidated upon bankruptcy that was personally responsible for the bankruptcy of
the Company or enterprise, and not more than 3 years has elapsed since the date
of completion of the bankruptcy liquidation;
(iv) the legal representatives of a company or enterprise that had its business licenses
revoked and had been closed down by order for violation of law, for which such
representatives bear individual liab ility, and not more than 3 years has elapsed
since the date of revocation of such business licenses;
(v) a person who is listed as a defaulter by a people’s court since he/she owes a large
amount of debts due and unsettled;
(vi) a person who is imposed by the CSRC a ban from entering into the securities
market for a period which has not yet expired;
(vii) a person who has been publicly identi fied by the stock exchange as being
unsuitable to serve as Directors or senior management members of listed
companies for a period which has not yet expired;
(viii) any other circumstances as prescribed by the laws, administrative regulations,
departmental rules, normative documents, listing rules of the stock exchange
where the Company’s shares are listed or relevant regulatory authorities.
Elections, appointments or employment of Directors in violation of the preceding
paragraphs of this Article shall be invalid. In the event that the circumstances as stipulated
in this Article arise during the term of appointment of Directors, the Company shall dismiss
the appointment and terminate the performance of duties.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 467 ---
Directors shall be elected or replaced at the general meeting and may be removed by
the general meeting before the expiration of their term of office, with the removal taking
effect on the date of the resolution. If a Di rector is removed from office before the
expiration of his/her term without just cause, the Director may claim compensation from
the Company. A Director shall serve a term of three years and can be re-elected upon the
expiry of the tenure.
The term of office of a Director shall start from the date on which the Director assumes
office to the expiration of the term of office of the current Board. If the term of office of a
Director expires but re-election is not made in a timely manner, the said Director shall
continue to perform the duties as Director pursuant to laws, administrative regulations,
departmental rules, the listing rules of the stock exchange where the Company’s shares are
listed and the Articles of Associati on until a new Director is elected.
If a Director resigns, he/she shall notify the company in writing, and the resignation
shall take effect on the date the Company receives the notice. However, under the
circumstances specified in the preceding parag raph above, the Director shall continue to
perform their duties.
A Director may be the general manager or other senior management members
concurrently, provided that the total number of Directors who concurrently serve as the
general manager or other senior management members and Directors who are employee
representatives shall not exceed half of t he total number of Directors of the Company.
Directors shall abide by laws, administrati ve regulations, departmental rules, the
listing rules of the stock exchange where the Com pany’s shares are listed and the Articles of
Association, take measures to avoid the conflict between their own interests and those of
the Company and may not seek any improper interests by taking advantage of their powers,
and shall have the following duty of loyalty to the Company:
(i) shall not abuse their authority by accep ting bribes or other illegal income, and
shall not encroach on the Company’s property;
(ii) shall not misappropriate company funds;
(iii) shall not deposit Company’s assets or funds into accounts held in their own names
or in the name of any other individual;
(iv) shall not conclude any contract or engage in any transaction with the Company in
violation of the Articles of Association. Where any Director directly or indirectly
concludes a contract or conducts a transaction with the Company, he/she shall
report the matters relating to the conclusion of the contract or transaction to the
Board of Directors or the general meeting. Such matters shall be subject to the
resolution of the Board of Directors or the general meeting according to the
Articles of Association. This also applies when the close family members of the
Directors, the enterprises directly or indirectly controlled by the Directors or their
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 1 8–


--- page 468 ---
close family members, and the relate d persons who have other related
relationships with the Directors enter into contracts or conduct transactions
with the Company;
(v) shall not take advantage of duty to seek business opportunities for themselves or
others that would have been directed to the company, unless such act has been
reported to and approved by the board of directors or the general meeting in
accordance with the articles of association or the company is unable to take the
business opportunity in accordance wi th applicable laws, administrative
regulations, and the articles of association;
(vi) not to engage in business similar to that of the Company for himself/herself or
others, unless such act has been reported to and approved by the Board or the
general meeting in accordance with the Articles of Association;
(vii) not to receive as their own commission f or transactions between others and the
Company;
(viii) not to disclose secrets of the Company without authorization;
(ix) not to damage the interests of the Compa ny by taking advantage of his/her related
or connected relationship;
(x) other fiduciary duties stipulated by laws, administrative regulations, and
departmental rules and the Articles of Association.
The income obtained by the Directors in violation of this Article shall be returned to
the Company. If losses are caused to the Company, they shall be liable for compensation.
Where the Board resolves on a matter specified in items (iv), (v) and (vi) of this Article,
the interested Directors shall not participate in the voting and their voting rights shall not
be counted towards the total number of voting rights. If less than three uninterested
Directors attend the Board meeting, the matte r shall be submitted to the general meeting for
consideration.
The Directors shall comply with the laws, administrative regulations and the Articles
of Association and shall fulfill their oblig ations with reasonable care generally due to
managers in the best interests of the Company, and shall diligently perform the following
obligations to the Company:
(i) to exercise prudently, conscientiousl y and diligently the rights granted by the
Company to ensure that the Company’s com mercial activities are in compliance
with the laws, administrative regulations and the requirements of economic
policies of China and that its commercial act ivities are within the scope stipulated
in the business license;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 469 ---
(ii) to treat all shareholders fairly;
(iii) to understand the operation and man agement of the Company in a timely manner;
(iv) to approve regular reports of the Company in written form and to ensure the
integrity, accuracy and completeness of the information disclosed by the
Company;
(v) to provide all relevant information and materials required by the Audit
Committee and shall not intervene the performance of duties of the Audit
Committee;
(vi) other diligence obligations required by laws, administrat ive regulations,
departmental rules, the Articles of Association and regulatory rules of the place
w h e r et h eC o m p a n y ’ ss h a r e sa r el i s t e d .
Where a controlling shareholder and a d e facto controller who does not act as a
Director of the Company but actually handles the affairs of the Company, the relevant
provisions on the preceding article and this article shall apply thereto.
Directors may resign before the expiration of their term of office. The resigning
Director shall submit a written resignation repo rt to the Board, and the Board shall disclose
the relevant information within two days. In th e event that the resignation of any Directors
results in the number of members of the Board o f the Company being less than the statutory
minimum requirement, the said Director shall continue to perform duties as Director
pursuant to the laws, administrat ive regulations, departmental rules, regulatory rules of the
place where the Company’s shares are listed and the Articles of Associat ion until the elected
Director assumes his/her office. The Board sh all convene an extraordinary general meeting
as early as possible to elect the Director an d fill up the vacancy resulting from the said
resignation. Subject to the relevant laws and regulations of the place where the Company’s
shares are listed, if the Board appoints a new Director to fill a casual vacancy or as an
additional Director, the term of appointed Director shall expire at the next annual general
meeting of the Company after his/her appo intment and he/she shall be eligible for
re-election. All Directors appointed to fill a c asual vacancy should be subject to election by
shareholders at the first annual general meeting after appointment. Save for the
circumstances referred to in the preceding paragraph, the Director’s resignation takes
effect upon delivery of his/her resignation report to the Board.
The Company has established a management sy stem for director resignations, clearly
specifying the accountabilit y and compensation measures for unfulfilled public
commitments and other outstanding matters. A Director whose resignation takes effect
or whose term of office expires shall complete all formalities of transfer to the Board, and
his/her duty of loyalty to the Company and the shareholders shall not be discharged after
the expiration of his/her term of office and s hall remain effective for 3 years after the
effectiveness of resignation or expiration of his/her term of office. After the effectiveness of
the resignation of a Director or the expiration of his or her term of office, his or her
obligation to keep in confidence the trade secrets of the Company shall survive the
termination of his or her term of office, and such Director shall not conduct any business
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 470 ---
t h es a m ea so rs i m i l a rt ot h a to ft h eC o m p a n yby making use of the key technology of the
Company. The continuation period of the other obligations shall be determined in
accordance with the principle of fairness, ta king into account of the lapse between the
occurrence of relevant event and his or her departure and the circumstance and condition
under which his or her relation with the Company is terminated.
Save as specified in the Articles of Association or legally authorized by the Board, no
Director shall act on behalf of the Company or the Board in his/her own name. If a Director
acts in his/her own name but a third party ma y reasonably think that the said Director is
acting on behalf of the Company or the Board, the said Director shall make a prior
statement of his/her standpoint and capacity.
Independent non-ex ecutive Directors shall earnestly fulfill their responsibilities in
accordance with the relevant provisions of law s, administrative regulations, departmental
rules, listing rules of the stock exchange where the Company’s shares are listed. They shall
play a role in participating in decision-making, supervising and balancing, and providing
professional advice in the Board to maintain the overall interests of the Company and
protect the legitimate rights and interests of minority shareholders. An independent
non-executive Director may tender resignation before the expiry of his or her term of office.
If at any time the Company’s independent non-executive Directors do not meet the
requirements specified by the regulatory rul es of the place where the Company’s shares are
listed, the Company must announce and rectify the situation in accordance with the
requirements of the regulatory authority or the regulatory rules of the place where the
Company’s shares are listed.
Board of Directors
The Company shall have a Board which shal l be accountable to the general meeting.
The Board consists of 9 Directors, with one chairman of the Board. Among them, at
least three shall be independent non-executive Directors and shall not be less than one-third
of the number of Directors of the Company. At least one of the independent non-executive
Director must have appropriate accounting or related financial management expertise, or
appropriate professional qualifications , as defined by the stock exchange where the
Company’s shares are listed. With respect to the system of independent non-executive
directors, if not provided for in this Articles, the relevant provisions of the relevant laws,
administrative regulations and the listing rules of the stock exchange where the Company’s
shares are listed shall be followed.
The Board exercises the following powers and duties:
(i) to convene a general meeting and submit a work report to such meeting;
(ii) to implement the resolutions of a general meeting;
(iii) to decide on the operation plan and investment scheme of the Company;
(iv) to prepare the profit distribution plan and loss recovery plan of the Company;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 471 ---
(v) to prepare the plan for the Company to increase or reduce its registered capital,
issuance of bonds or other securities and listing plans;
(vi) to formulate plans for material acquisitions, purchase of shares of the Company,
or merger, division, dissolution and transformation of the Company;
(vii) to decide on the Company’s outbound investments, acquisition and sale of assets,
pledge of assets, external guarantees, ent rusted financial management, related or
connected transactions and external donat ions within the scope of authorization
of the general meeting;
(viii) to decide on the establishment of the internal management organizations of the
Company;
(ix) to appoint or dismiss the manager of t he Company, the Secretary of the Board
and their remuneration; to appoint or dismiss the senior management members
including the deputy general manager and the chief financial officer of the
Company based on the nominations made by the general manager, and to
determine their remunerations, incentives and punishments;
(x) to establish a basic management system of the Company;
(xi) to prepare plans to amend the Articles of Association;
(xii) to manage information disclosure by the Company;
(xiii) to make the proposal of engaging or replacing an accounting firm to the general
meeting;
(xiv) to receive the report by the general manager of the Company and review the work
performance of the general manager;
(xv) to consider and approve transactions (including, but not limited to, disclosable
transactions and related or connected transactions) that are required to be
decided by the Board in accordance with the regulatory rules of the place where
the Company’s shares are listed;
(xvi) other functions conferred by the laws, administrative regulations, departmental
rules, listing rules of the stock exchange where the Company’s shares are listed,
and the Articles of Association or the general meeting.
Except for items (v), (vi) and (xi), and other m atters required by laws, administrative
regulations, departmental rules, the listing rules of the stock exchange where the Company’s
shares are listed and the Articles of Association, which shall be passed with the approval of
more than two-thirds of the Directors, ma tters resolved by the Board in the preceding
paragraph may be passed with the approval of more than half of the Directors.
Matters exceeding the scope of authorization by the general meeting shall be submitted
to the general meeting for consideration.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 472 ---
The Board shall have 1 chairman, who shall be elected and dismissed by a majority of
the directors. The term of office of the chairma n shall be three years and may be re-elected.
The chairman of the Board shall exercise the following powers and duties:
(i) to preside over the general meeting and convene and preside over the Board
meetings;
(ii) to supervise and examine the implementation of the resolutions of the Board;
(iii) to sign securities issued by the Compa ny, important documents of the Board, and
other documents required to be signed by the chairman of the Board;
(iv) to nominate any candidate for the position of general manager to the Board for
discussion and voting;
(v) in case of emergency circumstances of force majeure events such as extraordinary
natural disasters, to exercise special disposal powers in compliance with legal
r e q u i r e m e n t sa n di nt h ei n t e r e s t so ft h eC o m p a n yw i t hr e g a r dt oa f f a i r so ft h e
Company and provide post event reports to the Board and the general meeting;
(vi) to exercise other duties and powers conferred by the board of directors.
If the chairman of the Board is unable or fails to perform his/her duties, more than half
the directors may elect one of the directors to act on his/her behalf.
The Board meetings shall be held at least four times a year, approximately quarterly,
and are convened by the chairman, who shall give written notice (including personal
delivery, facsimile, and e- mail) to all Directors 14 days prior to the meeting.
Shareholders representing more than one-tenth of the voting rights, and more than
one-third of the Directors or the Audit Committee may propose an extraordinary Board
meeting. The chairman of the Board shall convene and preside over an extraordinary Board
meeting within 10 days after receiving the pr oposal. No regular meeting of the Board shall
be held by means of written circulation for signing.
A Board meeting shall be attended by more than one half of the Directors. Save as
otherwise specified in the Articles of Association, resolutions made by the Board must be
passed by more than half of all Directors. As for the voting on a Board resolution, each
director shall have one vote.
If any Director has connection with the ente rprise involved in the resolution made at a
Board meeting, the said Director shall prompt ly report in writing to the Board. Directors
with connected relationships shall not vote on the said resolution for himself or on behalf of
another Director. The Board meeting may be held when more than half of the
non-connected (related) Directors attend the meeting. The resolution of the Board
meeting shall be passed by more than half of the non-connected (related) Directors; while
resolutions requiring approval of over two-thirds of the Board of Directors shall be passed
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 473 ---
by over two-thirds of the non-connected (related) Directors. If the number of
non-connected (related) Directors attending t he meetings is less than three, the issue shall
be submitted to the general meeting for consideration.
A Director shall attend each Board meeting in person, or if he/she is unable to attend
the meeting due to any reason, he/she may entrust any other Director in writing to attend
on behalf of him/her. Such instrument of proxy shall specify the name of proxy, matters
authorized, powers delegated and validity term, among others, and be signed or stamped by
the principal. A Director attending a meeting as the proxy of another director shall exercise
the rights of a director within the powers delegated by the principal. A Director shall not
make or accept the appointment or carte b lanche without any voting intent on the
resolutions, or any appointments that are not well defined. At the time of considering
connected (related) party transactions, a non-c onnected (related) Director shall not entrust
connected (related) Directors to attend the meeting on his/her behalf. Any Director who
fails to attend a Board meeting in person or by proxy shall be deemed to have waived
his/her voting rights at such meeting.
Independent Director
Independent directors shall diligently per form their duties in accordance with laws,
administrative regulations, departmental rules, normative documents, the regulatory rules
of the place where the Company’s shares are listed, and the Articles of Association. They
shall play their roles in participating in deci sion-making, supervision and balancing and
professional consultancy in the Board, safeguarding the overall interests of the Company
and protecting the lawful rights and interests of minority shareholders.
The independent directors must be independent. The following persons shall not serve
as independent directors:
(i) persons employed by the Company or its subsidiaries and their immediate family
members and major social connections (imm ediate family members shall include
spouses, parents, children etc.; and major so cial connections shall include siblings,
parents-in-law, sons/daughters-in-law, spo uses of siblings, siblings of spouse etc.);
(ii) natural person shareholders as wel l as their immediate family members who
directly or indirectly hold more than 1% of the issued shares (excluding treasury
shares) of the Company or who are ranked as the top ten shareholders of the
Company;
(iii) persons holding positions at entities which are such shareholders of the Company
directly or indirectly holding more than 5% of the issued shares of the Company
or which are ranked as the top five shareholders of the Company and their
immediate family members;
(iv) persons holding positi ons at subsidiaries of the cont rolling shareholders or de
facto controllers of the Company and their spouses, parents and children;
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--- page 474 ---
(v) persons involved in substantial busines s dealings with the controlling shareholders
or de facto controllers of the Company or their respective subsidiaries or persons
holding positions at entities involved in substantial business dealings and their
controlling shareholders or de facto controllers;
(vi) persons providing services such as financial, legal, consulting or sponsorship to
the Company and its controlling shareho lder, de facto controllers or their
respective subsidiaries, including but not limited to all members of project teams,
vetting personnel at all levels, personnel un dersigning reports, partners, directors,
senior management and principal officers of the agencies providing the services;
(vii) persons who have satisfied the conditions stated in the above six paragraphs
within the most recent year;
(viii) the person who has acquired an interest in any securities of the Company by way
of gift or other financial assistance from the Company or its core connected
persons (except for permitted exceptions under the Hong Kong Listing Rules);
(ix) the person is a director, partner or principal of a professional consultancy agency
that is providing services to the following companies/persons or did so within two
years before being appointed, or is an employee of a professional consultancy
agency that is engaged in providing relevant services or did so during the same
period: 1. the Company, its holding companies or any of their respective
subsidiaries or core connected persons; 2. any person who was once the
controlling shareholder of the Company within two years prior to the date of
the proposed appointment of such person as an independent director, or if the
Company has no controlling shareholde r, any person who was once a chief
executive officer or director of the Company (independent director) or any of his
close associates;
( x ) s u c hp e r s o nh a so rh a ds u b s t a n t i a li n t erests in any main business activities of the
Company, its holding companies or any of their respective subsidiaries, or is
involved or had involved in major commercial transactions with the Company, its
holding companies or any of their respective subsidiaries, or with any core
connected person of the Company, either currently or within one year prior to the
date of the proposed appointment of such person as an independent director;
(xi) such person serves as a member of the Board in order to protect a certain entity
whose interest is different from the interests of shareholders as a whole;
(xii) such person is, or once was (within two years prior to the date of the proposed
appointment as an independent director), connected with any Director, chief
executive officer or substantial shareholder of the Company (as detailed in Hong
Kong Listing Rules);
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 475 ---
(xiii) such person is (or once was within two y ears prior to the date of the proposed
appointment as a director) an executi ve officer or a director (other than an
independent director, as defined in the Hong Kong Listing Rules) of the
Company, its holding companies or any of their respective subsidiaries or any
core connected persons of the Company;
(xiv) such person or his/her immediate family members is financially dependent on the
Company, its controlling shareholder or an y of their respective subsidiaries or the
core connected persons of the Company; and
(xv) Any factors that may affect his/her indep endence (including but not limited to the
conditions set out in the Hong Kong Listing Rules).
When determining the director’s independence, the same factors should also apply to
the director’s immediate family members (imm ediate family member refers to such person’s
spouse, such person (or his/her spouse’s) child or step-child, natural or adopted, under the
age of 18 years).
Independent directors shall conduct an annual self-examination of independence and
submit the self-examination to the Board. The Board shall evaluate and issue a special
opinion on the independence of the incumbent independent directors on an annual basis,
which shall be disclosed at the same ti me as the annual report (if necessary).
An independent director of the Company shall meet the following basic requirements:
(i) having the qualifications as a directo r of listed companies in accordance with
laws, administrative regulations, the listing rules of the stock exchange where the
Company’s shares are listed and other relevant provisions;
(ii) having the independence as required by Article 128 of the Articles of Association
and the listing rules of the stock exchange where the Company’s shares are listed;
(iii) perform his/her duties independentl y, without being influenced by the Company
and its substantial shareholders and de facto controller, or other entities or
individuals who may be interested in the Company;
(iv) possessing basic knowledge of the oper ation of a listed company, and be familiar
with relevant laws, regulations, regulatory documents and rules;
(v) have at least five years of work experience in legal or economic field or other fields
indispensable for performing the duties of independent directors;
(vi) having good personal morality, and no major breach of trust or other bad records;
(vii) other conditions as provided by relevant laws, administrative regulations,
departmental rules, regulatory rules o f the place where shares of the Company
are listed, the Articles of Association and the rules for independent directors.
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--- page 476 ---
As members of the Board, independent di rectors assume loyalty and diligence
obligations to the Company and all shareholders, and prudently fulfill the following duties:
(i) participating in the decision-making of the Board and express a clear opinion on
the matters under consideration;
(ii) supervising potential material conflicts of interest between the Company and its
controlling shareholders, de facto contro llers, Directors and senior management
members, and protecting the legitimate rights and interests of minority
shareholders;
(iii) providing professional and objectiv e advice on the Company’s operation and
development, and promoting the enhan cement of the Board’s decision-making
level;
(iv) other duties prescribed by laws, admini strative regulations, departmental rules,
regulatory documents, regulatory rules of the place where shares of the Company
are listed and the Articles of Association.
Independent directors exercise the following special powers:
(i) engaging an independent intermediary agency to audit, consult or verify the
specific matters of the Company;
(ii) proposing to the Board to convene an Extraordinary General Meeting;
(iii) proposing to convene a Board meeting;
(iv) soliciting shareholders’ rights pub licly from shareholders according to law;
(v) expressing independent opinions on matters that may harm the rights and
interests of the Company or minority shareholders;
(vi) other functions and powers stipulated in laws, administrative regulations,
departmental rules, regulatory docu ments and the Articles of Association.
When an independent director exercises the functions and powers listed in Items (i) to
(iii) of the preceding paragraph, he or she shall obtain the consent of majority of all
independent directors.
If an independent director exercises the p owers listed in Items (i), the Company will
disclose in timely manners (if necessary). If above functions and powers cannot be exercised
normally, the Company will disclose th e details and reasons (if necessary).
The following matters shall be submitted to the Board for consideration after being
approved by majority of all independent directors of the Company:
(i) related transactions that shall be disclosed;
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--- page 477 ---
(ii) programs for the Company and related parties to change or waive their
commitments;
(iii) decisions made and measures taken by the Board of the acquired listed company
in response to the acquisition;
(iv) other matters stipulated in laws, adminis trative regulations, departmental rules,
regulatory documents and the Articles of Association.
The Company establishes a special meetin g mechanism attended by all independent
directors. If the Board considers related or connected transactions and other matters, it
shall be approved in advance by a special meeting of independent directors.
The special meeting of independent directors can study and discuss other matters of the
Company as needed.
The special meeting of independent directors is convened and presided over by an
independent director jointly elected by majority of the independent directors; When the
convener fails to perform his/her duties or is unable to perform his/her duties, two or more
independent directors may convene and elect a representative to preside over the meeting.
The special meeting of independent directors shall make minutes according to the
rules, and the opinions of independent director s shall be stated in the minutes. Independent
directors shall sign and confirm the minutes of the meeting.
The Company provides convenience and support for the convening of special meetings
of independent directors.
Board Special Committees
The Company’s Board has established the Audit Committee, the Nomination
Committee, the Remuneration and Appraisa l Committee, the Strategy and Investment
Committee, the Sustainability Committee, and other special committees. The special
committees shall be accountable to the Board a nd perform their duties in accordance with
the Articles of Association and the authorization of the Board. Proposals shall be submitted
to the Board for review and approval. All members of each special committee shall be
composed of directors, and the specific composition and qualification requirements shall
refer to laws, administrative regulations, depa rtmental rules, regulatory rules of the place
where the Company’s shares are listed and working rules of relevant special committees.
The Board shall be responsible for formulating the working rules of the special committees
and regulating the operation of the special committees.
The Company’s Board shall establish an Aud it Committee to exercise the powers of the
Supervisory Committee as stipulated in the Company Law.
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--- page 478 ---
The Audit Committee comprises not less than 3 members, all of whom are
non-executive Directors who are not senior management members of the Company and a
majority of the independent non-executive Directors; at least one of whom is an
independent non-executive Director who possesses the appropriate professional
qualifications or accounting or related financial management expertise as required by
Rule 3.10(2) of the Hong Kong Listing Rules; and the Audit Committee shall be chaired
(convened) by an accounting professional among the independent non-executive Directors.
The following matters shall be submitted to the Board for review after approval by
more than half of all members of the Audit Committee:
(i) to disclose the financial information in financial accounting reports and periodic
reports, along with internal control assessment reports;
(ii) to appoint or dismiss the accountin g firm engaged for the Company’s audit
services;
(iii) to appoint or dismiss the chief finance officer of the Company;
(iv) to make changes in accounting policies, accounting estimates or corrections of
major accounting errors for reasons other than changes in accounting standards;
(v) other matters specified under laws, admi nistrative regulations, departmental
rules, normative documents and the Articles of Association.
The Audit Committee shall meet at least quarterly. Extraordinary meetings may be
convened upon the request of two or more members or when the convener deems it
necessary. The quorum of an Audit Committee meeting shall be over two-thirds of the
members.
Any resolution of the Audit Committee shall be made by a majority of all members of
the Audit Committee.
Each member of the Audit Committee shall have one vote for a resolution to be
approved by the Audit Committee. Minutes of Audit Committee resolutions shall be duly
prepared in accordance with applicable requirements, and shall be signed by all Audit
Committee members present at the meeting. Th e Audit Committee shall record its decisions
on matters considered in written minutes, which shall be retained as part of the Company’s
records for a period of ten years.
GENERAL MANAGER AND OTHER SE NIOR MANAGEMENT MEMBERS
The Company shall have one general manager, who shall be appointed or removed by
the Board and shall have several deputy general manager who shall be appointed or
removed by the Board.
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--- page 479 ---
The general manager, deputy general manager, chief financial officer, the secretary of
the Board and other members designated by t he Board shall be the senior management
members of the Company.
The senior management members shall should er the duties of loyalty and diligence to
the Company, shall take measures to avoid any conflict of interest with the Company, shall
not accept any undue benefits by taking advantage of his/her powers and position, and shall
exercise the reasonable care normally expected of a manager in the best interests of the
Company in the performance of their duties. The circumstances of the Articles of
Association under which a person may not serve as a director shall also apply to senior
management members. The provisions of the Articles of Association on Directors’ duty of
loyalty and diligence shall also apply to senio r management members. The provisions of the
Articles of Association on the management system for director resignations shall also apply
to senior management members.
Any person who takes position other than a D irector in the Controlling Shareholders
and de facto controller of the Company shal l not serve as senior management members of
the Company.
The Company’s senior management members are only paid by the Company and are
not paid by the controlling shareholders on behalf of the Company.
The general manager shall serve for a term of three years, and may be reappointed
upon the expiry of his /her term of office.
The general manager shall be accountable to the Board and exercise the following
functions and powers:
(i) to be in charge of the company’s production, operation and management,
organize the implementation of Board resolutions and report to the Board;
(ii) to organize the implementation of the company’s annual business plans and
investment plans;
(iii) to draft the plan for establishment of the company’s internal management
organization;
(iv) to draft the company’s basic management system;
(v) to formulate the specific rules and regulations of the company;
(vi) to propose to the Board for appointment or dismissal of deputy general managers,
chief financial officer and other seni or management members of the company;
(vii) to appoint or dismiss management personnel other than those required to be
appointed or dismissed by the Board;
(viii) other functions and powers granted by the Articles of Association or the Board.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 480 ---
The Company shall have a secretary to the Board, who shall be responsible for the
preparation of the general meetings and Board meetings of the Company, keeping of
documents, management of shareholders’ information of the Company and handling
matters such as information disclosure.
Senior management members who violate the provisions of laws, administrative
regulations, departmental rules, or the Artic les of Association in performing their duties
towards the company and thereby cause losses to the Company shall be liable for
compensation. If a senior management member, in the performance of his/her duties, causes
damage to others, the Company shall be liable for compensation; the senior management
member shall also be liable for compensation if there is intentionality or gross negligence on
his/her part.
Senior management members of the Company shall faithfully perform their duties and
safeguard the best interests of the Company a nd all shareholders. If a senior management
member of the Company fails to perform his/her duties faithfully or violates the fiduciary
duty, thereby causing damage to the interests of the Company and the shareholders, he/she
shall bear the liability of compens ation in accordance with law.
FINANCIAL AND ACCOUNTING SYSTEMS, DISTRIBUTION OF PROFITS AND
AUDIT
Financial and Accounting Systems
The Company shall establish the financial and accounting systems according to the
laws, administrative regulations, and the r ules of the relevant state authorities. The
Company shall, at the end of each accounting year, prepare a financial report, which shall
be examined and verified according to law.
The Board shall submit to the shareholders at each annual general meeting the
financial reports prepared by the Company as required by relevant laws, administrative
regulations and normative documents promulgated by the local governments and the
competent authorities.
The financial reports in the preceding paragraph shall consist of a report of the Board
together with a balance sheet (including such documents as required to be annexed by PRC
or other laws and administrative regulations) and a profit and loss statement (income
statement) or a statement of income and exp enditure (cash flow statement), or, in the
absence of any violation of the relevant laws of the PRC, a summarized report of the
financial statements as approved by the Hong Kong Stock Exchange.
The financial reports of the Company shall be made available for inspection at the
Company by shareholders 21 days prior to an annual general meeting. Each shareholder of
the Company shall have the right to obtain the financial reports referred to in this chapter.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 481 ---
Unless otherwise specified in the Articles o f Association, the Company shall deliver or
send to each shareholder of overseas listed foreign shares by prepaid mail at the address
registered in the register of members the said r eports, the report of the Board, together with
the balance sheet (including every document to be attached to the balance sheet as required
b yt h el a w )a n ds t a t e m e n to fp r o f i to rl o s so rt h es t a t e m e n to fi n c o m ea n de x p e n s ea tl e a s t
21 days before the date of every annual general meeting. However, such documents may
also be delivered to shareholders of overseas listed foreign shares through the Company’s
website, the website of the Hong Kong Stock Exchange and other websites as may be
provided by the rules of the securities regulatory authorities of the place where the
Company’s shares are listed from time to tim e, provided that the laws, administrative
regulations and requirements of the securities regulatory authority at the place where the
shares of the Company are listed are observed.
The financial statements of the Company shall be prepared not only in accordance with
China’s accounting standards, laws and regulations but also in accordance with
international accounting standards or those o f foreign listing jurisdictions. If there are
any major differences in the financial statemen ts prepared in accordance with these two sets
of accounting standards, such differences shall be stated in notes appended to such financial
statements. For purposes of the Company’s distribution of after tax profits in a given
accounting year, the smaller amount of after- tax profits shown in the above mentioned two
kinds of financial statements shall apply.
The interim results or financial statements published or disclosed by the Company
shall be prepared not only in accordance with China’s accounting standards, laws and
regulations but also in accordance with international accounting standards or those of
foreign listing jurisdictions.
The Company shall not set up any other accounting books except for the legal
accounting books. The Company’s capital shall not be deposited into an account
established in the name of any individual.
Profit Distribution
The Company shall, when distributing the p ost-tax profit for the year, withdraw 10%
of the profit to be included in the statutory reserves of the Company. The Company may
not withdraw the statutory reserve fund if th e cumulative amount has exceeded 50% of the
Company’s registered capital. Where the s tatutory reserve fund of the Company is not
s u f f i c i e n tt om a k eu pi t sl o s s e si nt h ep r e v i o u sy ears, the profits of the current year shall be
used to make up the loss before the withdrawing the statutory reserve fund according to the
provisions under the previous paragraph.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 482 ---
After withdrawing the statutory reserves out of the post-tax profit, the Company may,
subject to the resolution of the general meeting, withdraw the discretionary reserve out of
the post-tax profit. The post-tax profit left a fter the loss recovery and withdrawal of the
reserves by the Company shall be distributed in proportion according to the shareholding
proportions of the shareholders. If the Company breaches the provisions under the previous
paragraph by distributing the profit to the shareholders, the shareholders shall return to the
Company the profit distributed in violation of the provisions. If causes losses to the
Company, the responsible directors and sen ior management members shall be liable for
compensation. The Company’s shares held by the Company shall not participate in the
profit distribution.
The reserves of the Company are used to offset the losses of the Company, expand
production and operation or bolster registered capital of the Company. The discretionary
reserve fund and statutory reserve fund shall be used first to make up the Company’s losses;
if the losses cannot be covered, the capital r eserve fund can be used in accordance with the
regulations.
The capital reserve fund consists of the following:
(i) the premium from the issuance of shares in excess of their face value;
(ii) other income to be included in the capital reserve fund as stipulated by the
competent financial department of the State Council.
When a statutory reserve is c onverted to additional registered capital, the amount of
such reserve retained shall be no less than 25% of the registered capital of the Company
prior to the conversion.
The Company shall proactively implement a profit distribution policy and in
accordance with the principle that the same s hares shall be entitled to the same dividend,
at the end of each fiscal year, the Board of the Company shall propose a profit distribution
plan and a loss recovery plan based on the operating results of the current year and the
future production and operation plan, which shall be implemented after being considered
and approved by the general meeting:
(I) Profit distribution principle
The Company implements a proactive profit distribution policy that emphasizes
reasonable investment returns to investors and takes into account the sustainable
development of the Company, and the profit distribution policy shall maintain
continuity and stability. The Company ma y distribute profits in the form of cash,
shares or a combination of cash and shares, an d profit distribution shall not exceed the
scope of accumulated distributable profits and shall not jeopardize the Company’s
ability to continue operations.
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--- page 483 ---
(II) Decision-making Procedures and Mechanism of Profit Distribution
1. The annual profit distribution proposal of the Company shall be formulated
by the Board taking into account the Co mpany’s profitability, supply and
demand of funds. When considering the specific plan for cash dividends, the
Board shall carefully study and justi fy the timing, conditions and minimum
ratio of cash dividends, as well as the conditions for adjustments and the
requirements of its decision making procedures, etc. The proposal shall be
submitted to the general meeting for deliberation after it has been approved
by the Board.
2. If the Board formulates a proposal not to implement profit distribution or to
implement a profit distribution plan that does not include cash distribution,
it shall disclose the reasons for not implementing profit distribution or
implementing a profit distribution plan that does not include cash
distribution in its regular report. The Company’s undistributed profits for
the year will be used to meet the needs of the Company’s normal production
and operation and long-term development.
(III) Profit Distribution Policy of the Company
1. Distribution principle: The Comp any implements a proactive profit
distribution policy that emphasizes reasonable investment returns to
shareholders and takes into account the sustainable development of the
Company, and the profit distribution policy shall maintain continuity and
stability.
2. Distribution manner: The Company may distribute profits in the form of
c a s h ,s h a r e so rac o m b i n a t i o no fc a s hand shares, with cash dividends being
given priority over share dividends where the conditions for cash dividends
are met.
3. Dividend distribution cycle: In principle, the Company shall make profit
distribution at least once a year. The Board may propose interim profit
distribution and special profit distribution based on the Company’s
profitability and capital requirements and submit them to the general
meeting of the Company for approval.
4. Conditions for cash dividends: The Co mpany shall pay cash dividends if the
Company made a profit in the previous fiscal year and the cumulative
distributable profit is positive, provided that the Company meets the capital
requirements for normal production and operation.
The Company shall appoint one or more collecting agents in Hong Kong for the
purpose of receiving dividends declared by, and other monies payable to, the Company
in respect of their securities listed on the Hong Kong Stock Exchange. The agents shall
hold such monies in trust for the holders of such securities to pay to such holders.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 484 ---
In the event that share dividends are adopted for profit distribution, the Board
shall explain the factors justifying th e adoption of share dividends for profit
distribution.
(IV) The Company’s profit distribution polic y will maintain continuity and stability.
Where the profit distribution policy needs to be adjusted due to major changes in
the external operating environment or its own operating conditions, such
adjustments shall be made with the protection of shareholders’ rights and
interests as the guiding principle. In thi s case, the Board and the Audit Committee
of the Company shall conduct a study to justify the adjustment, and make a
detailed justification and explanation of the adjustment by taking into account the
competitive conditions of the industry, t he Company’s financial conditions, the
Company’s capital demand planning and other factors in the proposal for the
general meeting. The proposal on adjusting the profit distribution policy shall be
considered by the Board, reviewed by the Audit Committee and submitted to the
general meeting of the Company for approval. The Audit Committee shall oversee
the Board and management’s implementation of the Company’s profit
distribution policy and the related decision-making processes, and the adjusted
profit distribution policy shall not be in violation of the relevant regulations of the
CSRC and stock exchanges in the pl aces where the Company is listed.
(V) If any shareholder unlawfully misappropriates the Company’s funds, the
Company shall deduct the cash dividends that would otherwise be distributed
to that shareholder to offset the misappropriated amount.
Internal Audit
The Company shall implement the internal audit system that specifies the governance
structure, scope of authority, staffing, funding, utilization of audit results, and
accountability mechanisms for internal audit a ctivities. The internal audit system shall be
implemented upon approval by the Board and publicly disclosed.
The Company’s internal audit system and the duties of the auditors shall be
implemented upon approval by the Board. The chief auditor shall be accountable and
report to the Board. During the supervision and inspection of the Company’s business
activities, risk management, internal control, and financial information, the internal audit
institution shall be subject to the oversigh t and guidance of the Audit Committee. If the
internal audit institution discovers any sign ificant issues or leads, it shall immediately
report directly to the Audit Committee.
The internal audit institution is responsible for the specific organization and
implementation of the Company’s internal control evaluation. Based on the evaluation
report issued by the internal audit institutio n and reviewed by the Audit Committee, as well
as relevant materials, the Company shall issue its annual internal control evaluation report.
When the Audit Committee communicates w ith external audit entities such as
accounting firms and state audit institutions, the internal audit institution shall provide
active cooperation and furnish necessary support and collaboration.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 485 ---
The Audit Committee shall participate in the performance evaluation of the head of
the internal audit institution.
Appointment of the Accounting Firm
The Company shall engage an independent accounting firm that complies with the
relevant national regulations and the regula tory rules of the place where the Company’s
shares are listed. The accounting firm shall be responsible for auditing the accounting
statements, verifying the net assets, and providing other relevant consulting services. The
term of appointment shall be one year, commencing from the end of the current general
meeting of the Company and ending at the conclusion of the next general meeting. This
appointment is renewable.
The Company’s appointment and dismissal of accounting firms that provide regular
auditing services to the Company must be decided by the general meeting, and the Board
shall not appoint any accounting firm prior to the decision of the general meeting.
The Company undertakes to provide true and complete accounting vouchers,
accounting books, financial accounting reports and other accounting materials to the
engaged accounting firm, and shall not refuse, conceal or make false reports.
The audit fees of the accounting firm shall be decided by the general meeting.
When the Company dismisses or does not renew the appointment of the accounting
firm, it shall give a 30-day prior notice to the accounting firm, and the accounting firm shall
be allowed to make its representation at the general meeting where a voting process
concerning the dismissal of the accounting fir m is carried out. Where the accounting firm
tenders its resignation, it shall state at a general meeting whether the Company has any
irregularities.
MERGER, DIVISION, CAPITAL INCREASE AND REDUCTION, DISSOLUTION,
AND LIQUIDATION
Merger, Division, Capital Increase and Reduction
A merger of a company may take the form of an absorption merger or a consolidation
merger. When a company absorbs other companies, it is an absorption merger, and the
absorbed company shall be dissolved. When two or more companies merge to establish a
new company, it is a consolidation merger, and all parties to the merger shall be dissolved.
In the case of a merger, all parties to the merger shall execute a merger agreement and
shall prepare the balance sheets and inventory of assets. The Company shall notify its
creditors within 10 days since the date of ado ption of the merger resolution and publish an
announcement about the merger in the newspaper or on the National Enterprise Credit
Information Publicity System within 30 days. And creditors shall, within 30 days since the
date of receiving the notice, or creditors who do not receive the notice shall, within 45 days
since the date of the public announcement, be entitled to require the Company to pay off its
debts in full or to provide a corresponding guarantee.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 3 6–


--- page 486 ---
After the merger, the rights and the obligations of the merging parties shall be assumed
by the Company in existence or the newly established company.
If the Company is divided, its property shall be divided accordingly. In the case of a
division, a balance sheet and a schedule of assets shall be prepared. The Company shall
notify its creditors within 10 days since the date of adoption of the division resolution and
publish an announcement about the division in a newspaper or on the National Enterprise
Credit Information Publicity System withi n 30 days. Debts owed by the Company prior to
the division shall be assumed by the companies in existence after the division jointly and
severally, except as otherwise stated in the wri tten agreement entered into between creditors
and the Company for debt settlement prior to the division.
In case of a reduction in the Company’s registered capital, the Company will prepare a
balance sheet and a schedule of properties.
The Company notifies its creditors within 10 days since the date the general meeting
makes a resolution to reduce the registered capital, and shall publish an announcement in a
newspaper or on the National Enterprise Credit Information Publicity System within 30
days. Creditors shall, within 30 days since the date of receiving the notice, or creditors who
do not receive the notice shall, within 45 days since the date of the announcement, be
entitled to require the Company to settle its debts in full or to provide a corresponding
guarantee.
When the Company reduces its registered capital, it shall reduce its capital
contribution or shares in proportion to the capital contribution or shares held by
shareholders, unless otherwise provided by the law or the Articles of Association. The
registered capital of the Company following the reduction shall not fall below the minimum
statutory requirement.
Where the merger or division of the Company involves a change in registered
particulars, such change shall be registered w ith the company registration authorities in
accordance with the law. Where the Company is dissolved, it shall cancel its registration in
accordance with the law. Where a new company is established, its establishment shall be
registered in accordance with the law. Where a company increases or decreases its registered
capital, it shall, in accordance with the law, r egister the change of registration with the
company registration authority.
Dissolution and Liquidation
The Company shall be dissolved if:
(i) the business term specified in the Ar ticles of Association expires or other
dissolution reasons as stipulated in the Articles of Association arise;
(ii) the general meetin g resolves to dissolve;
(iii) dissolution is required due to merger or division of the Company;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 3 7–


--- page 487 ---
(iv) its business license is revoked according to the law, or it is ordered to shut down
or revoked;
(v) the people’s court dissolves it in accordance with Article 231 of the Company
Law.
On the occurrence of the events of dissolution set out in the preceding Article, the
Company shall make an announcement on the Na tional Enterprise Credit Information
Publicity System within 10 days.
For the circumstance in item (I) and (II) of paragraph 1 of Article 188 under the
Articles of Association, and no property has been distributed to shareholders, the Company
may continue to subsist by amending the Articles of Association or by resolution of the
general meeting. Amendments to the Articles of Association in accordance with the
provisions of the preceding paragraph or by resolution of the general meeting shall be
approved by more than two-thirds of the voting rights held by the shareholders attending
the general meeting.
If the Company is dissolved pursuant to item (I), (II), (IV) or (V) of paragraph 1 of
Article 188 under the Articles of Association, it shall be liquidated. The Directors, being the
liquidation obligors of the Company shall establish a liquidation committee to conduct the
liquidation within 15 days from the date the cause for dissolution arises. The liquidation
committee shall be composed of Directors or persons determined by the general meeting. If
the liquidation obligors fail to fulfill their liquidation obligations in a timely manner and
cause losses to the Company or creditors, the y shall bear the liability for compensation.
If the Company fails to establish a liquidation committee to carry out liquidation after
the expiry of the time limit or fails to carry out liq uidation after establishing the liquidation
committee, the interested parties can apply to the people’s court for appointing relevant
officers to establish the liquidation committee to carry out the liquidation.
The liquidation committee shall notify the creditors within 10 days from the date of its
establishment and make an announcement within 60 days in the designated newspapers or
on the National Enterprise Credit Information Publicity System and in the manner required
by the stock exchange where the Company’s s hares are listed. Creditors shall, within 30
days from the date of receiving the notice, or for creditors who do not receive the notice,
within 45 days from the date of the announcement, report their creditors’ rights to the
liquidation committee.
When reporting creditors’ rights, the credi tors shall provide an explanation of matters
relevant to the creditor’s rights and provide the supporting evidence. The liquidation
committee shall register the creditors’ rights.
In the course of reporting the creditors’ rights, the liquidation committee shall not
repay the creditors.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 3 8–


--- page 488 ---
After the liquidation committee has thoroughly examined the Company’s assets and
prepared a balance sheet and schedule of assets, it shall formulate the liquidation plan and
submit such plan to the general meeting or a peop le’s court for confirmation. The remaining
property of the Company after paying the liquidation expenses, wages owed to employees of
the Company, labor insurance fees and statutory compensation, outstanding taxes and
debts of the Company shall be distributed in the class and proportion to the number of
shares held by shareholders. During the liquidation period, the Company still exists but
shall not carry out any business activities not related to the liquidation. The property of the
Company shall be not distributed to sharehol ders until all liabilities have been paid off in
accordance with the provisions of the preceding paragraph.
If the liquidation committee, having thoroughly examined the Company’s property
and prepared a balance sheet and schedule of assets, discovers that the Company’s property
is insufficient to pay its debts in full, it sha ll legally apply to the people’s court for a
bankruptcy liquidation.
After the people’s court accepts the application for bankruptcy, the liquidation
committee shall hand over the liquidation matters to the bankruptcy administrator
designated by the people’s court. Upon completion of the liquidation of the Company, the
liquidation committee shall produce a liquidation report and submit it to the general
meeting or the people’s court for confirmation. Within 30 days from the date of
confirmation of the above-mentioned reports by the general meeting or the people’s
court, the liquidation committee shall deliv e rt h es a m et ot h ec o m p a n yr e g i s t r y ,a p p l yf o r
cancellation of the Company’s registration.
If the Company is declared bankrupt by law, the bankruptcy liquidation shall be
implemented in accordance with the laws on enterprise bankruptcy.
Amendments to the Articles of Association
The Company will amend the Articles of Association under any of following
circumstances:
(i) matters provided for in the Articles of Association are in conflict with the
provisions of the amended Company Law or relevant laws, administrative
regulations and the regulatory rules of the place where the Company’s shares are
listed;
(ii) there has been a change to the Company, resulting in inconsistency with the
content in the Articles of Association;
(iii) it is resolved at a general meetin g to amend the Articles of Association.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 3 9–


--- page 489 ---
Where any amendment to the Articles of Association approved by way of a resolution
at the general meeting requires approval fro m the competent authority, such amendment
shall be reported to the competent authority for approval. Where the amendments involve
any registered particulars of the Company, application shall be made for change of
registration in accordance with laws.
The Board shall amend the Articles of Association in accordance with the resolutions
of the general meeting and the approval opinions of relevant competent authorities.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
–V I - 4 0–


--- page 490 ---
FURTHER INFORMATION ABOUT OUR COMPANY
1. Incorporation of Our Company
Our Company was established as a limite d liability company in the PRC on July 5,
2002, and was converted into a joint stock co mpany with limited liability on December 22,
2017 under the laws of the PRC. As of the Latest Practicable Date, the registered share
capital of our Company was RMB272,142,819 divided into 272,142,819 Shares with a
nominal value of RMB1.00 each.
Our Company has established a place of business in Hong Kong at 31/F, Tower Two,
Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, and has registered as a
non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance on
April 3, 2025. Ms. FUNG Sin Ting Karin ( 馮羨婷), a joint company secretary of our
Company, has been appointed as our authorized representative for the acceptance of service
of process in Hong Kong, whose correspondence address is the same as our place of
business in Hong Kong.
2. Changes in Share Capital of Our Company
On July 5, 2002, our Company was established as a limited liability company with a
registered capital of RMB3,000,000.
On June 12, 2023, the registered capital of our Company increased from
RMB181,428,546 to RMB272,142,819.
For further details, see ‘‘History, Development and Corporate Structure’’ in this
prospectus. Save as disclosed above, there has been no alteration in our Company’s share
capital within two years immediately preceding the date of this prospectus.
3. Changes in the Share Capital of Our Subsidiaries
Details of our subsidiaries are set out in note 44 to the Accountants’ Report. The
following sets out changes in the share capita l of our subsidiaries within the two years
immediately preceding the date of this prospectus:
Jiangsheng (Hainan) Biotechnology Co., Ltd. (
江生（海南）生物科技有限公司)
On November 29, 2024, Jiangsheng (Hainan) Biotechnology Co., Ltd. was
established in the PRC as a limited liab ility company with a registered capital of
RMB10,000,000.
Save as disclosed above, there has been no alteration in the share capital of our
subsidiaries within two years immediately preceding the date of this prospectus.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
–V I I - 1–


--- page 491 ---
4. Resolutions of the Shareholders
Pursuant to the general meeting of our Company held on March 20, 2025, the
following resolutions, among others, were passed by our Shareholders:
(a) the issue by our Company of H Shares of a nominal value of RMB1.00 each and
that such H Shares will be listed on the Hong Kong Stock Exchange;
(b) that the number of H Shares to be issued shall not be more than 25% of the total
issued share capital of our Company as enlarged by the Global Offering (without
taking into account the H Shares which may be allotted and issued pursuant to the
exercise of the Over-allotment Option), and the grant to the Underwriters (or their
representatives) of the Over-allotment Option of not more than 15% of the
number of H Shares issued pursuant to the Global Offering;
(c) subject to the completion of the Global Offering, the adoption of the Articles of
Association which shall become effective on the Listing Date, and the
authorization to the Board to amend the A rticles of Association in accordance
with the requirements of the relevant laws and regulations and the Listing Rules;
and
(d) authorization of our Board to handle all relevant matters relating to, among other
things, the issue and listing of the H Shares.
FURTHER INFORMATION ABOUT T HE BUSINESS OF OUR COMPANY
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 immediately preceding the date of this
prospectus that are or may be material:
(a) the cornerstone investment agreement d ated June 17, 2026 entered into among our
Company, Wealth Strategy Holding Limited ( 富策控股有限公司), China
International Capital Corporation Hong Kong Securities Limited ( 中國國際金融
香港證券有限公司) and China Merchants Securities (HK) Co., Limited ( 招商證券
（香港）有限公司), with respect to a subscription of the Offer Shares at the Offer
Price in the aggregate amount of HK$50,000,000; and
(b) the Hong Kong Underwriting Agreement.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
–V I I - 2–


--- page 492 ---
2. Intellectual Property Rights
(a) Trademarks
As of the Latest Practicable Date, we hav e registered the following trademarks
which we consider to be material to our business:
No. Owner Registration no.
Place of
registration Trademark Class Validity period
1. Our Company 69122745 PRC
 10 July 14, 2023 to
July 13, 2033
2. Our Company 69131729 PRC
 42 July 14, 2023 to
July 13, 2033
3. Our Company 69133489 PRC
 5 July 28, 2023 to
July 27, 2033
4. Our Company 69125796 PRC
 3 July 14, 2023 to
July 13, 2033
5. Our Company 936642 PRC
 5 January 28, 2017 to
January 27, 2027
6. Our Company 69131733 PRC
 44 September 21, 2023 to
September 20, 2033
7. Our Company 306863022 Hong Kong
 5 April 8, 2025 to
April 7, 2035
8. Our Company 306768398 Hong Kong
 5 December 26, 2024 to
December 25, 2034
APPENDIX VII STATUTORY AND GENERAL INFORMATION
–V I I - 3–


--- page 493 ---
(b) Domain Names
As of the Latest Practicable Date, we hav e registered the following domain names
which we consider to be material to our business:
No. Owner Domain name Registration date
1. Our Company jxswzp.cn January 3, 2019
2. Chifeng Bo-en
Pharmaceutical Co., Ltd.
(赤峰博恩藥業有限公司)
boenmall.com April 29, 2016
(c) Patents
As of the Latest Practicable Date, we hav e registered the following patents which
we consider to be material to our business:
No. Owner Type Patent Patent no.
Application
date Expiry date
Place of
application
1. Our Company Utility Model A high-precision automatic
flow control device for
biological preparation
reactors ( 一種用於生物
製劑反應釜高精度自動
流量控制裝置)
ZL201721562985.2 November
21, 2017
November
21, 2027
PRC
2. Our Company Utility Model A reaction kettle for
biological preparations
(一種用於生物製劑的反
應釜)
ZL201721566116.7 November
21, 2017
November
21, 2027
PRC
3. Our Company Utility Model A temperature control
system for biological
preparation reactors
(一種用於生物製劑反應
釜溫度控制系統)
ZL201721567654.8 November
21, 2017
November
21, 2027
PRC
4. Our Company Utility Model An ampoule sterilization
and leak detection
cabinet ( 一種安瓿瓶滅
菌檢漏櫃)
ZL202020939150.X May 28, 2020 May 28, 2030 PRC
5. Our Company Utility Model A positioning device for
pharmaceutical filling
and drawing
equipment (
一種醫藥灌
裝拉絲設備的定位裝置)
ZL202020942992.0 May 28, 2020 May 28, 2030 PRC
6. Our Company Utility Model A positioning device for
pharmaceutical
rotating bottle
equipment ( 一種醫藥轉
瓶設備的定位裝置)
ZL202020961863.6 May 29, 2020 May 29, 2030 PRC
7. Our Company Utility Model A positioning device for
medical bottle washing
equipment ( 一種醫藥洗
瓶設備的定位裝置)
ZL202020940682.5 May 28, 2020 May 28, 2030 PRC
8. Our Company Utility Model A liquid preparation tank
(一種配液罐)
ZL202020940683.X May 28, 2020 May 28, 2030 PRC
9. Our Company Utility Model An automatic cleaning
device for tetanus
antitoxin serum bottles
(一種破傷風抗毒素血清
瓶自動清洗裝置)
ZL202221570974.X June 22, 2022 June 22, 2032 PRC
APPENDIX VII STATUTORY AND GENERAL INFORMATION
–V I I - 4–


--- page 494 ---
No. Owner Type Patent Patent no.
Application
date Expiry date
Place of
application
10. Our Company Utility Model A device for extracting
components of snake
venom serum ( 一種蛇
毒血清成分提取裝置)
ZL202222432210.0 September
14, 2022
September
14, 2032
PRC
11. Our Company Utility Model A fully automatic
dispensing device for
tetanus antitoxin ( 一種
破傷風抗毒素全自動配
液裝置)
ZL202221683235.1 June 30, 2022 June 30, 2032 PRC
12. Our Company Utility Model A kind of automatic light
inspection equipment
for medicinal liquids
(一種藥液自動化燈檢設
備)
ZL202221745552.1 July 6, 2022 July 6, 2032 PRC
13. Our Company Utility Model An automatic leak
detection apparatus for
liquid medicine bottles
(一種藥液瓶自動撿漏裝
置)
ZL202222017543.7 August 2,
2022
August 2,
2032
PRC
14. Our Company Utility Model An automatic filling
equipment for tetanus
antitoxin ( 一種破傷風
抗毒素自動灌裝設備)
ZL202222322140.3 September 1,
2022
September 1,
2032
PRC
15. Our Company Utility Model An automatic cartoning
machine for tetanus
toxin ( 一種破傷風毒素
自動裝盒機)
ZL202222085628.9 August 9,
2022
August 9,
2032
PRC
16. Our Company Utility Model A storage device for
antivenom samples ( 一
種用於抗蛇毒血清樣本
的存放裝置)
ZL202320847896.1 April 17,
2023
April 17,
2033
PRC
17. Our Company Utility Model A tetanus antitoxin
Pasteur virus
inactivation
temperature control
device ( 一種破傷風抗毒
素巴氏病毒滅活溫控裝
置)
ZL202320618251.0 March 27,
2023
March 27,
2033
PRC
18. Our Company Invention An antiserum preparation
filling system with
CIP/SIP function ( 一種
具有CIP/SIP 功能的抗
血清製劑灌裝系統)
ZL202210867382.2 July 22, 2022 July 22, 2042 PRC
19. Our Company Invention Antitoxin serum and
preparation method
thereof ( 一
種抗毒素血
清及其製備方法)
ZL202311057177.0 August 22,
2023
August 22,
2043
PRC
20. Our Company Invention A method for improving
the immune antibody
titer of horses ( 一種提
高馬匹免疫抗體效價的
方法)
ZL202311179551.4 September
13, 2023
September
13, 2043
PRC
21. Jiangsheng (Shenzhen)
Biotechnology R&D
Center Co., Ltd. ( 江生
（深圳）生物技術研發中
心有限公司)
Invention Freeze-dried human rabies
vaccine and
preparation method
thereof ( 凍乾人用狂犬
病疫苗及其製備方法)
ZL201510236934.X May 12, 2015 May 12, 2035 PRC
APPENDIX VII STATUTORY AND GENERAL INFORMATION
–V I I - 5–


--- page 495 ---
No. Owner Type Patent Patent no.
Application
date Expiry date
Place of
application
22. Jiangsheng (Shenzhen)
Biotechnology R&D
Center Co., Ltd.
Invention A method for renaturation
of novel coronavirus
recombinant protein
inclusion bodies ( 一種
新冠病毒重組蛋白包涵
體的複性方法)
ZL202110165882.7 February 7,
2021
February 7,
2041
PRC
23. Hainan Pharmaceutical
Research Institute Co.,
Ltd. ( 海南藥物研究所
有限責任公司)&C h i n a
Pharmaceutical
University ( 中國藥科
大學)
Invention Application of lutein and
its derivatives in the
preparation of
anti-glioma drugs
(葉黃素及其衍生物在製
備抗腦膠質瘤藥物的
應用)
ZL201810920129.2 August 14,
2018
August 14,
2038
PRC
24. Hainan Pharmaceutical
Research Institute Co.,
Ltd. & Shenyang
Pharmaceutical
University ( 瀋陽藥科
大學)
Invention Compounds, preparation
methods and uses
(化合物、製備方法及
其用途)
ZL201610298736.0 May 5, 2016 May 5, 2036 PRC
25. Hainan Pharmaceutical
Research Institute Co.,
Ltd. & Shenyang
Pharmaceutical
University
Invention Acid-sensitive paclitaxel
prodrug, preparation
method thereof and
prodrug nanomicelles
(酸敏感型紫杉醇前藥、
其製備方法及前藥奈米
膠束)
ZL201710586314.8 July 18, 2017 July 18, 2037 PRC
26. Hainan Pharmaceutical
Research Institute Co.,
Ltd.
Utility Model Smart Tablet Hardness
Tester ( 智能片劑
硬度儀)
ZL202223024241.9 November
14, 2022
November
14, 2032
PRC
27. Hainan Pharmaceutical
Research Institute Co.,
Ltd.
Utility Model A 12-cup intelligent
dissolution tester ( 一種
12杯智能溶出度測試儀)
ZL202223034686.5 November
14, 2022
November
14, 2032
PRC
28. Hainan Pharmaceutical
Research Institute Co.,
Ltd.
Utility Model A tissue and organ
measurement and
image acquisition
device for animal
experiments ( 一種用於
動物實
驗的組織器官測
量和圖像採集裝置)
ZL202321426949.9 June 5, 2023 June 5, 2033 PRC
29. Hainan Pharmaceutical
Research Institute Co.,
Ltd.
Utility Model A multi-channel
atomization device for
establishing a rat
allergic asthma model
(一種用於建立大鼠過敏
性哮喘模型的多通道霧
化裝置)
ZL202321502940.1 June 12, 2023 June 12, 2033 PRC
30. Gaotai County Tianhong
Biochemical
Technology
Development Co., Ltd.
(高台縣天鴻生化科技開
發有限責任公司)
Utility Model A scum removal device
that can improve
efficiency ( 一種能夠提
升效率的浮沫去除裝置)
ZL202221334272.1 May 31, 2022 May 31, 2032 PRC
31. Gaotai County Tianhong
Biochemical
Technology
Development Co., Ltd.
Utility Model Improved device for
disposable equine
plasma collector ( 一次
性馬血漿
採集器改進裝
置)
ZL202123230516.X December 21,
2021
December 21,
2031
PRC
32. Gaotai County Tianhong
Biochemical
Technology
Development Co., Ltd.
Utility Model A protective device for
horse plasma apheresis
machine ( 一種馬採血漿
單採機保護裝置)
ZL202123228013.9 December 21,
2021
December 21,
2031
PRC
APPENDIX VII STATUTORY AND GENERAL INFORMATION
–V I I - 6–


--- page 496 ---
No. Owner Type Patent Patent no.
Application
date Expiry date
Place of
application
33. Gaotai County Tianhong
Biochemical
Technology
Development Co., Ltd.
Utility Model A sterilizing and filtering
soft bag packaging
sterilization equipment
(一種除菌過濾的軟袋包
裝滅菌設備)
ZL202122690055.8 November 5,
2021
November 5,
2031
PRC
34. Gaotai County Tianhong
Biochemical
Technology
Development Co., Ltd.
Utility Model A mechanical
emulsification immune
antigen device ( 一種機
械乳化免疫抗原裝置)
ZL202121646606.4 July 20, 2021 July 20, 2031 PRC
35. Gaotai County Tianhong
Biochemical
Technology
Development Co., Ltd.
Utility Model An apheresis machine easy
to install and fix ( 一種
方便安裝固定的單採機)
ZL201821617603.6 October 1,
2018
October 1,
2028
PRC
36. Chifeng Bo-en
Pharmaceutical Co.,
Ltd. ( 赤峰博恩藥業有限
公司)
Invention Purification method of
serum gonadotropin
from pregnant mare
(孕馬血清促性腺
激素的
提純方法)
ZL201310114408.7 March 17,
2013
March 17,
2033
PRC
37. Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
Utility Model An extraction device for
biohormones ( 一種生物
激素用提取裝置)
ZL201821671579.4 October 16,
2018
October 16,
2028
PRC
38. Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
Utility Model A kind of filtration
equipment for
biopharmaceuticals ( 一
種生物製藥用的過濾設
備)
ZL201821671577.5 October 16,
2018
October 16,
2028
PRC
39. Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
Utility Model A biopharmaceutical
extract filtration device
that is easy to fully stir
(一種易於充分攪拌的生
物製藥提取液過濾裝置)
ZL201821671574.1 October 16,
2018
October 16,
2028
PRC
40. Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
Utility Model Ampoule filling units for
biologics production
(用於生物製劑
生產的安
瓿瓶灌裝裝置)
ZL202123321685.4 December 28,
2021
December 28,
2031
PRC
41. Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
Utility Model Purification equipment for
blood gonadotropin
production ( 用於血促
性素生產的提純設備)
ZL202123322681.8 December 28,
2021
December 28,
2031
PRC
42. Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
Utility Model Plasma separation device
for gonadotropin
production process ( 用
於血促性素生產過程的
血漿分離裝置)
ZL202123322687.5 December 28,
2021
December 28,
2031
PRC
43. Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
Utility Model Blood collection containers
for blood product
production ( 用於血液
製品生產的取血容器)
ZL202220251056.4 February 7,
2022
February 7,
2032
PRC
44. Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
Utility Model Ampoule conveying device
for biologics
production and filling
(生物製劑生產灌裝用
安
瓿瓶輸送裝置)
ZL202220251057.9 February 7,
2022
February 7,
2032
PRC
45. Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
Utility Model Filter for gonadotropin
production ( 用於血促
性素生產的過濾器)
ZL202220251058.3 February 7,
2022
February 7,
2032
PRC
46. Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
Utility Model Plasma extraction
equipment for tetanus
antitoxin production
(用於破傷風抗毒素生產
的血漿提取設備)
ZL202220435342.6 March 2,
2022
March 2,
2032
PRC
47. Chifeng Bo-en
Pharmaceutical Co.,
Ltd.
Utility Model Liquid filtration
equipment for tetanus
antitoxin production
(用於破傷風抗毒素生產
的藥液過濾設備)
ZL202220658931.0 March 25,
2022
March 25,
2032
PRC
APPENDIX VII STATUTORY AND GENERAL INFORMATION
–V I I - 7–


--- page 497 ---
No. Owner Type Patent Patent no.
Application
date Expiry date
Place of
application
48. Our Company Invention Chromatography packing
for purification of
tetanus
immunoglobulin or its
fragments ( 用於破傷風
免疫球蛋白或其片段純
化的層析填料)
ZL202411593458.2 November 8,
2024
November 8,
2044
PRC
49. Hainan Pharmaceutical
Research Institute
Co., Ltd. ( 海南藥物
研究所有限責任公司)
Utility Model A restraint device for
laboratory rodents
used in research ( 一種
實驗室研究用齧齒類實
驗動物的固定裝置)
ZL202520212174.8 February 11,
2025
February 11,
2035
PRC
50. Our Company Utility Model An electrical inspection
device for producing
antitoxin serum
products ( 一種生產抗
毒素血清類產品用電檢
裝置)
ZL202423116303.8 December 17,
2024
December 17,
2034
PRC
51. Our Company Utility Model A sealed cleaning device
for packaging antitoxin
serum products ( 一種
抗毒素血清類產品包裝
用密封清洗裝置)
ZL202423173219.X December 23,
2024
December 23,
2034
PRC
52. Our Company Utility Model A quantitative device for
filling antitoxin serum
products ( 一種抗毒素
血清類產品灌裝用定量
裝置)
ZL202423292610.1 December 31,
2024
December 31,
2034
PRC
As of the Latest Practicable Date, we have applied for the following patent
applications which we consider to be material to our business:
No. Applicant Type Patent Application no. Application date
Place of
application
1. Our Company Invention Serum bottle internal and
external bottle washing
machine ( 血清瓶內外
洗瓶機)
CN202311017985.4 August 14, 2023 PRC
2. Our Company &
Jiangsheng
(Shenzhen)
Biotechnology
R&D Center
Co., Ltd.
Invention Equine-derived
immunoglobulin inhalation
liquid preparation and
preparation and use
methods thereof ( 馬源免疫
球蛋白吸入液體製劑及
其製備及使用方法)
CN202310774139.0 June 27, 2023 PRC
3. Our Company Invention A preparation of equine
F(ab’）
2 using an
immobilized dual-enzyme
platform and its
preparation method ( 一種
採用固定化雙酶平台製備馬
F(ab’)
2 製劑及其製備方法)
CN202610208089.3 February 12,
2026
PRC
4. Our Company Invention A one-pot multi-enzyme
method for preparing
equine F(ab’ ）2 and equine
Fab’ formulations ( 一種多
酶一鍋法制備馬F(ab’)2 和馬
Fab’製劑的方法)
CN202610208088.9 February 12,
2026
PRC
APPENDIX VII STATUTORY AND GENERAL INFORMATION
–V I I - 8–


--- page 498 ---
(d) Copyrights
As of the Latest Practicable Date, we hav e registered the following copyrights
which we consider to be material to our business:
No. Name of Copyright Registration Number Type Registered Owner Registration Date
1. Fully Automatic Control
System for Tetanus
Antitoxin (TAT) Process
Management V1.0 ( 破傷風
抗毒素(TAT) 工藝管理全自
動控制系統V1.0)
2025SR2035763 Computer Software Chifeng Bo-en
Pharmaceutical
October 21, 2025
2. Jiangxi Digital Intelligent
Production Refrigeration
Monitoring Software V1.0
(江西數智生產製冷
監測軟件V1.0)
2025SR2241067 Computer Software Our Company November 20, 2025
3. Bo-en Mark
(博恩標誌)
國作登字-2026-
F-00003709
Work Chifeng Bo-en
Pharmaceutical
January 6, 2026
Save as disclosed above, as of the Latest Practicable Date, there was no other
trade or service mark, patent, intellectual or industrial property right which was
material in relation to our business.
FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Disclosure of Interests
Save as disclosed below, immediately following completion of the Global Offering
(without taking into account the H Shares which may be allotted and issued pursuant to the
exercise of the Over-allotment Option), so far as our Directors are aware, none of our
Directors and chief executive has any interest or short positions in our Shares, underlying
Shares or debentures of our Company or any associated corporations (within the meaning
of Part XV of the SFO) which will have to be notified to our Company and the Hong Kong
Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests
and short positions which they are taken or deemed to have under such provisions of the
SFO), or which will be required, pursuant to section 352 of the SFO, to be entered in the
APPENDIX VII STATUTORY AND GENERAL INFORMATION
–V I I - 9–


--- page 499 ---
register referred to therein, or which will be required to be notified to our Company and the
Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by
Directors of Listed Issuers contained in the Listing Rules.
Name Position
Capacity/
nature of
interest
Number of
Shares held
Approximate
percentage of
shareholding
in the
relevant
proportion of
Shares (1)
Approximate
percentage of
shareholding
in the total
issued share
capital of our
Company (1)
(%) (%)
Ms. Jing (2) Chairperson of our
Board and
executive Director
Interest in
controlled
corporations
208,562,250
H Shares
67.92 67.63
Mr. YAO
Xiaodong
(姚曉東)
(3)
Executive Director
and general
manager
Interest in
controlled
corporations;
4,357,919
H Shares
1.42 1.41
Interest of
spouse
Notes:
(1) The calculation is based on the total number of 1,287,000 Domestic Shares and 307,090,319 H
Shares in issue (assuming the Over-allotm ent Option is not exercised) upon Listing.
(2) As of the Latest Practicable Date, Hainan Zhizheng was held as to 99% by Ms. Jing, and Qianhai
Tianzheng was wholly owned by Hainan Zhizhen g. As such, under the SFO, Hainan Zhizheng is
deemed to be interested in the H Shares held by Qianhai Tianzheng, and Ms. Jing is deemed to be
interested in the H Shares held by Qianhai Tianzheng and Hainan Zhizheng.
(3) As of the Latest Practicable Date, Mr. YAO Xi aodong held approximately 49.33% in Huafengming
Investment as one of its limited partners. Furt her, Mr. YAO Xiaodong is the spouse of ZENG Hong
(曾紅). As such, under the SFO, Mr. YAO Xiaodong is deemed to be interested in the H Shares held
by Huafengming Investment and ZENG Hong.
2. Substantial Shareholders
For the information on the persons who will, im mediately following the completion of
the Global Offering, have interests or short positions in our Shares or underlying Shares
which would be required to be disclosed to our Company and the Hong Kong Stock
Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, see ‘‘Substantial
Shareholders’’ in this prospectus.
Our Directors are not aware of any other person (other than our Directors or chief
executive) who will, immediately following co mpletion of the Global Offering, directly or
indirectly, be interested in 10% or more of the nominal value of any class of share capital
carrying rights to vote in all circumstances at general meetings of any member of our Group
other than our Company.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-10 –


--- page 500 ---
3. Service Contracts
Each of our Directors has entered into a service contract with our Company. The
principal particulars of these service contracts comprise (a) a term of office commencing on
the date of the approval at the relevant Company’s general meeting and ending on the
expiration of the term of office of the prevailin g session of the Board; and (b) termination
provisions in accordance with their respective terms.
Save as disclosed above, none of our Directors has or is proposed to have entered into
any service contract with any member of our Group (excluding contracts expiring or
determinable by any member of our Group within one year without payment of
compensation other than s tatutory compensation).
4. Remuneration of Directors
S a v ea sd i s c l o s e di nt h es e c t i o nh e a d e d‘ ‘ Directors and Senior Management’’ in this
prospectus and note 14 to the Accountants’ Report, for the three financial years ended
December 31, 2023, 2024 and 2025, none of ou r Directors received any other forms of
remuneration from us.
5. Disclaimers
(a) Save as disclosed in this section and the section headed ‘‘History, Development
and Corporate Structure’’ in this prospectus, none of our Directors or any of the
parties listed in the paragraph headed ‘‘— Other Information — 5. Qualifications
of Experts’’ in this Appendix is:
(i) interested in our promotion, or in any assets which have been, within two
years immediately preceding the date of this prospectus, acquired or disposed
of by or leased to us, or are proposed to be acquired or disposed of by or
leased to any member of our Company; or
(ii) materially interested in any contrac t or arrangement subsisting at the date of
this prospectus which is significant in relation to our business.
(b) Save in connection with the Hong Kong Underwriting Agreement and the
International Underwriting Agreement, none of the parties listed in the paragraph
headed ‘‘— Other Information — 5. Qualifications of Experts’’ in this Appendix:
(i) is interested legally or beneficially in any shares in any member of our Group;
or
(ii) has any right (whether legally enforceable or not) to subscribe for or to
nominate persons to subscribe for any securities in any member of our
Group;
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-11 –


--- page 501 ---
(c) Save as disclosed in this section and the section headed ‘‘Directors and Senior
Management’’ in this prospectus, none of our Directors is a director or employee
of a company that has an interest in the share capital of our Company which, once
the H Shares are listed on the Hong Kong Stock Exchange, would have to be
disclosed pursuant to Divisions 2 and 3 of Part XV of the SFO.
(d) So far as is known to our Directors, none of our Directors, their respective close
associates (as defined under the Listing Rules) and Shareholders who to the
knowledge of our Directors owned more than 5% of our issued share capital as of
the Latest Practicable Date has any intere sts in the five largest customers or the
five largest suppliers of our Group.
OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to
impose on our Company or any of our subsidiaries under the laws of the PRC.
2. Litigation
As of the Latest Practicable Date, no m ember of our Group was involved in any
litigation, arbitration or claim of materi al importance, and, so far as we are aware, no
litigation, arbitration or claim of material im portance is pending or threatened against any
member of our Group, which would have a material adverse effect on our financial
condition or results of operations, taken as a whole.
3. Joint Sponsors
The Joint Sponsors have made an application on behalf of our Company to the Hong
Kong Stock Exchange for the listing of, and permission to deal in, our H Shares. All
necessary arrangements have been made to enable the securities to be admitted into CCASS.
The Joint Sponsors will receive a total spon sor fee of approximately HK$6.2 million to
a c ta st h ej o i n ts p o n s o r st oo u rC o m p a n yi nc o n n e c t i o nw i t ht h eL i s t i n g .
Each of the Joint Sponsors satisfies the independence criteria applicable to sponsors
set out in Rule 3A.07 of the Listing Rules.
4. Preliminary Expenses
As of the Latest Practicable Date, our Comp any has not incurred material preliminary
expenses.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-12 –


--- page 502 ---
5. Qualifications of Experts
The qualifications of the experts (as d efined under the Listing Rules and the
Companies (Winding Up and Miscellaneous Provisions) Ordinance) who have given
opinions and/or advice in this prospectus are as follows:
Name Qualifications
China International
Capital Corporation
Hong Kong Securities
Limited
A licensed corporation under the SFO to conduct Type 1
(dealing in securities), Type 2 (dealing in futures contracts),
Type 4 (advising on securities), Type 5 (advising on futures
contracts) and Type 6 (advising on corporate finance)
regulated activities as defined under the SFO
China Merchants
Securities (HK) Co.,
Limited
A licensed corporation under the SFO to conduct Type 1
(dealing in securities), Type 2 (dealing in futures contracts),
Type 4 (advising on securities), Type 6 (advising on
corporate finance) and Type 9 (asset management)
regulated activities as defined under the SFO
Deloitte Touche
Tohmatsu
Certified Public Accountants under the Professional
Accountant Ordinance (Chapter 50 of the Laws of Hong
Kong) and Registered Public In terest Entity Auditor under
the Accounting and Financial Reporting Council Ordinance
(Chapter 588 of the Laws of Hong Kong)
Beijing Kangda Law
Firm
Company’s PRC legal adviser
Frost & Sullivan
(Beijing) Inc.,
Shanghai Branch Co.
Independent industry consultant
Jones Lang LaSalle
Corporate Appraisal
and Advisory Limited
Independent property valuer
Jones Lang LaSalle
Corporate Appraisal
and Advisory Limited
Independent biological asset valuer
6. Consents
Each of the experts as referred to in the par agraph headed ‘‘— Other Information — 5.
Qualifications of Experts’’ in this Appendix has given and has not withdrawn their
respective written consents to the issue of this p rospectus with the inclusion of certificates,
letters, opinions or reports and the references to their respective names in the form and
context in which they are respectively included.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-13 –


--- page 503 ---
7. Taxation of Holders of H Shares
(a) Hong Kong
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty. The
current rate charged on each of the purchaser a nd seller is 0.1% of the consideration or, if
higher, the fair value of the H Shares being sold or transferred. For further details in
relation to taxation, see Appendix IV to this prospectus.
(b) Consultation with Professional Advisers
Potential investors in the Global Offering are urged to consult their professional tax
advisers if they are in any doubt as to the taxation implications of subscribing for,
purchasing, holding or disposing of or dealing in our H Shares (or exercising rights attached
to them). None of our Company, our Directors, the Joint Sponsors, the Joint Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, or any other person or party in volved in the Global Offering accept
responsibility for any tax effects on, or liabilities of, any person, resulting from the
subscription, purchase, holding or disposal of, dealing in or the exercise of any rights in
relation to our H Shares.
8. No Material Adverse Change
Our Directors confirm that, as of the date of this prospectus, there has been no
material adverse change in the financial or trading position of our Company since
December 31, 2025 (being the latest balance sheet date of our consolidated financial
statements as set out in the Accountants’ Report).
9. Promoters
The promoters of our Company are all then four shareholders of our Company as of
August 20, 2017 before our conversion into a joint stock company with limited liability.
Save as disclosed in the section headed ‘‘History, Development and Corporate Structure’’ in
this prospectus, within the two years preceding the date of this prospectus, no cash,
securities or other benefit has been paid, allotted or given or is proposed to be paid, allotted
or given to any promoter in connection with the Global Offering and the related
transactions described in this prospectus.
10. Restrictions on Repurchase
For details, see Appendices V and VI to this prospectus.
11. Binding Effect
This prospectus shall have the effect, if an a pplication is made in pursuance of it, of
rendering all persons concerned bound by all of the provisions (other than the penal
provisions) of sections 44A and 44B of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance so far as applicable.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-14 –


--- page 504 ---
12. Bilingual Prospectus
The English and Chinese language versions of this prospectus are being published
separately, in reliance upon the exemption provided under section 4 of the Companies
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice
(Chapter 32L of the Laws of Hong Kong).
13. Miscellaneous
Save as otherwise disclosed in this prospectus:
(a) within the two years preceding the date of this prospectus, (i) our Company has
not issued nor agreed to issue any share or loan capital fully or partly paid either
for cash or for a consideration other than cash; and (ii) no commission, discount,
brokerage or other special term has been granted in connection with the issue or
sale of any shares of our Company;
(b) no Share or loan capital of our Company, if any, is under option or is agreed
conditionally or unconditionally to be put under option;
(c) our Company has not issued nor agreed to issue any founder shares, management
shares or deferred shares;
(d) our Company has no outstanding convertible debt securities or debentures;
(e) there is no arrangement under which future dividends are waived or agreed to be
waived;
(f) there has been no interruption in our business which may have or have had a
significant effect on the financial position in the last 12 months;
(g) our Company is not presently listed on any stock exchange or traded on any
trading system; and
(h) our Company is a joint stock limit ed company and is subject to the PRC
Company Law.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-15 –


--- page 505 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to a copy of this pro spectus and delivered to the Registrar of
Companies in Hong Kong for registration were:
(i) a copy of the material contracts refe r r e dt oi nt h ep a r a g r a p hh e a d e d‘ ‘ F u r t h e r
Information about the Business of Our Company — 1. Summary of Material
Contracts’’ in Appendix VII to this prospectus; and
(ii) the written consents referred to in the paragraph headed ‘‘Other Information — 6.
Consents’’ in Appendix VII to this prospectus.
DOCUMENTS AVAILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the
Hong Kong Stock Exchange at
www.hkexnews.hk and our website at www.jxswzp.cn during
a period of 14 days from the date of this prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report prepared by Deloitte Touche Tohmatsu, the text of
which is set out in Appendix I to this prospectus;
(c) the audited consolidated financial statements of our Group for the three financial
years ended December 31, 2023, 2024 and 2025;
(d) the report prepared by Deloitte Touche Tohmatsu on the unaudited pro forma
financial information of our Group, the text of which is set out in Appendix II to
this prospectus;
(e) the industry report issued by Frost & Su llivan (Beijing) Inc., Shanghai Branch Co.
referred to in the section headed ‘‘Ind ustry Overview’’ in this prospectus;
(f) the PRC legal opinion issued by Beijing Kangda Law Firm, our legal adviser as to
PRC laws, in respect of, among other thi ngs, the general matters and property
interests of our Group under the PRC laws;
(g) the letter, summary of values and valuation certificates in relation to the property
interests of our Group prepared by Jones Lang LaSalle Corporate Appraisal and
Advisory Limited, the text of which is set out in Appendix III to this prospectus;
(h) the valuation report in relation to the biological assets of our Group prepared by
Jones Lang LaSalle Corporate App raisal and Advisory Limited;
(i) the material contracts referred to in the paragraph headed ‘‘Further Information
about the Business of Our Company — 1. Summary of Material Contracts’’ in
Appendix VII to this prospectus;
APPENDIX VIII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND AVAILABLE ON DISPLAY
– VIII-1 –


--- page 506 ---
(j) the service contracts referred to in the paragraph headed ‘‘F urther Information
about Our Directors and Substantial Shareholders — 3. Service Contracts’’ in
Appendix VII to this prospectus;
(k) the written consents referred to in the paragraph headed ‘‘Other Information — 6.
Consents’’ in Appendix VII to this prospectus; and
(l) the PRC Company Law, the PRC Securities Law, the Overseas Listing Trial
Measures and the Guidelines for Article s of Association of Listed Companies ( 《上
市公司章程指引》) issued by the CSRC together with unofficial English
translations thereof.
APPENDIX VIII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND AVAILABLE ON DISPLAY
– VIII-2 –


--- page 507 ---
Jiangxi Institute of Biological Products Inc.
Jiangxi Institute of Biological Products Inc.
ʮ̡
Jiangxi Institute of Biological Products Inc.
ʮ̡
ʮ̡
(A joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code : 6915
GLOBAL
OFFERING
Joint Sponsors, Sponsor-Overall Coordinators, Joint Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
