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Stock Code : 09637
(A joint stock company incorporated in the People’s Republic of China with limited liability)
禮邦醫藥 ( 江蘇 ) 股份有限公司
Alebund Pharmaceuticals (Jiangsu) Limited
GLOBAL
OFFERING
Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
( no particular order )
Jefferies     BofA Securities     HTSC
CLSA Limited     BOCI
禮邦醫藥 ( 江蘇 ) 股份有限公司


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IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should seek independent professional advice.
Alebund Pharmaceuticals (Jiangsu) Limited
ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 56,755,400 H Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 5,675,600 H Shares (subject to
reallocation)
Number of International Offer Shares : 51,079,800 H Shares (subject to
reallocation and the Over-allotment
Option)
Offer Price : HK$22.60 per Offer Share, plus brokerage
of 1.0%, AFRC transaction levy of
0.00015%, SFC transaction levy of
0.0027% and 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 : 09637
Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Jefferies BofA Securities
( no particular order )
HTSC
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
CLSA Limited BOCI
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the contents of this
Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisin g 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 the section headed “Documents Delivered to the Registrar of Companies i n Hong Kong and Available on Display” in
Appendix VI to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up a nd 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 res ponsibility as to the contents
of this Prospectus or any other documents referred to above.
The Offer Price will be HK$22.60 per Offer Share, unless otherwise announced. The Joint Representatives (for themselves and on behalf of the Underwri ters) may, with our consent, reduce the number
of Hong Kong Offer Shares and/or the Offer Price below that stated in this Prospectus at any time prior to the morning of the last day for lodging applicat ions 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.alebund.com and the offer will be canceled and relaunched
at the revised number of Offer Shares and/or the revised Offer Price in accordance with the requirements under Rule 11.13 of the Listing Rules (which in clude the issue of a supplemental or a new
prospectus (as appropriate)), as soon as practicable following the decision to make such reduction, and in any event we will announce the decision to m ake such reduction not later than the morning
of the day which is the last day for lodging applications under the Hong Kong Public Offering. Details of the arrangement will then be announced by us as s oon as practicable. For more details,
see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares.”
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Representatives (fo r themselves and on behalf of the
Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. Please refer to the section headed “Underwriting” in this Prospectus.
Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this Prospectus, includin g the risk factors set out in the section headed “Risk
Factors.”
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 or to, or for the account or benefit of U.S. persons (as defined in Regulation S), except in transactions exempt from, or not subject to , the registration requirements of the U.S.
Securities Act. The Offer Shares are being offered and sold in the United States and to U.S. persons in reliance on Rule 144A, or pursuant to another exem ption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities Act, only to QIBs. The Offer Shares may be offered, sold or delivered outside the United State s to non-U.S. persons in offshore transactions
in accordance with 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 websites of the Stock Exchange ( www.hkexnews.hk ) and our Company ( www.alebund.com ). If you require a printed copy of this prospectus, you may
download and print from the website addresses above.
IMPORTANT
June 18, 2026


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering. We will not provide printed copies of this Prospectus in relation to the Hong
Kong Public Offering.
This Prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under “HKEXnews > New Listings > New Listing Information”
section and our website at www.alebund.com. Y ou may download and print from these
website addresses if you want a printed copy of this Prospectus.
To apply for the Hong Kong Offer Shares, you may use one of the following application
channels:
Application Channel Platform Target Investors Application Time
White Form eIPO
service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
www.eipo.com.hk Applicants who would
like to receive a
physical Share
certificate. Hong Kong
Offer Shares
successfully applied
for will be allotted and
issued in your own
name.
From 9:00 a.m. on
Thursday, June 18,
2026 to 11:30 a.m. on
Wednesday, June 24,
2026, Hong Kong
time. The latest time
for completing full
payment of application
monies will be 12:00
noon on Wednesday,
June 24, 2026, Hong
Kong time.
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our broker or custodian
who is a HKSCC
Participant will submit
electronic application
instructions on your
behalf through
HKSCC’s FINI system
in accordance with your
instruction.
Applicants who would
not like to receive a
physical Share
certificate. Hong Kong
Offer Shares
successfully applied
for will be allotted and
issued in the name of
HKSCC Nominees,
deposited directly into
CCASS and credited to
your designated
HKSCC Participant’s
stock account.
Contact your broker or
custodian for the
earliest and latest time
for giving such
instructions, as this
may vary by broker or
custodian.
We will not provide any physical channels to accept any application for the Hong Kong
Offer Shares by the public. The contents of the electronic version of this Prospectus are
identical to the printed prospectus as registered with the Registrar of Companies in Hong
Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients or
principals, as applicable, that this Prospectus is available online at the website addresses
above.
IMPORTANT
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Please refer to “How to Apply for Hong Kong Offer Shares” for further details of the
procedures through which you can apply for the Hong Kong Offer Shares electronically.
Y our application through the White Form eIPO service or the HKSCC EIPO channel
must be made for a minimum of 100 Hong Kong Offer Shares and in multiples of that number
of Hong Kong Offer Shares as set out in the table below. No application for any other number
of Hong Kong Offer Shares will be considered and such an application is liable to be rejected.
If you are applying through the White Form eIPO service, you may refer to the table
below for the amount payable for the number of H Shares you have selected. Y ou must pay
the respective amount payable on application in full upon application for Hong Kong Offer
Shares.
If you are applying through the HKSCC EIPO channel , your broker or custodian may
require you to pre-fund your application in such amount as determined by the broker or
custodian, based on the applicable laws and regulations in Hong Kong Y ou are responsible
for complying with any such pre-funding requirement imposed by your broker or custodian
with respect to the Hong Kong Offer Shares you applied for.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 2,282.79 1,500 34,241.89 8,000 182,623.37 90,000 2,054,512.89
200 4,565.59 2,000 45,655.84 9,000 205,451.29 100,000 2,282,792.10
300 6,848.37 2,500 57,069.80 10,000 228,279.21 200,000 4,565,584.20
400 9,131.16 3,000 68,483.76 20,000 456,558.42 300,000 6,848,376.30
500 11,413.97 3,500 79,897.73 30,000 684,837.64 400,000 9,131,168.40
600 13,696.76 4,000 91,311.69 40,000 913,116.85 500,000 11,413,960.50
700 15,979.54 4,500 102,725.65 50,000 1,141,396.06 1,000,000 22,827,921.00
800 18,262.34 5,000 114,139.60 60,000 1,369,675.25 1,500,000 34,241,881.50
900 20,545.13 6,000 136,967.52 70,000 1,597,954.46 2,000,000 45,655,842.00
1,000 22,827.92 7,000 159,795.45 80,000 1,826,233.68 2,837,800
(1) 64,781,074.22
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and
AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants
(as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the
Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock
Exchange on behalf of the AFRC).
No application for any other number of 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, our Company will issue an announcement to be published on the website of the Stock
Exchange at www.hkexnews.hk and the website of our Company at www.alebund.com .
Date (1)
Hong Kong Public Offering commences ................................ .9:00 a.m. on
Thursday, June 18, 2026
Latest time to complete electronic applications under the
White Form eIPO service through the designated
website at www.eipo.com.hk (2) ..................................... 1 1:30 a.m. on
Wednesday, June 24, 2026
Application lists of the Hong Kong Public Offering open (3) .................. 1 1:45 a.m. on
Wednesday, June 24, 2026
Latest time to (a) complete payment of White Form eIPO
applications by effecting internet banking transfer(s) or
PPS payment transfer(s) and (b) give electronic
application instructions to HKSCC
(4) .............................. .12:00 noon on
Wednesday, June 24, 2026
If you are instructing your broker or custodian who is a HKSCC Participant will submit
electronic application instructions on your behalf through HKSCC’s FINI system in accordance
with your instruction, you are advised to contact your broker or custodian for the earliest and latest
time for giving such instructions, as this may vary by broker or custodian .
Application lists of the Hong Kong Public Offering close
(3) ................ .12:00 noon on
Wednesday, June 24, 2026
Announcement of the results of applications
in the Hong Kong Public Offering, the level
of indications of interest in the International Offering and
the basis of allocation of the Hong Kong Offer Shares under
the Hong Kong Public Offering to be published on the
website of the Stock Exchange at www.hkexnews.hk and
the website of our Company at www.alebund.com (5) ........... n o later than 11:00 p.m. on
Friday, June 26, 2026
Results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be available through a variety of channels,
including:
(1) A full announcement of the Hong Kong Public Offering
to be published on the website of the Stock Exchange
at www.hkexnews.hk and the website of our Company
at www.alebund.com (5) ............................. n o later than 11:00 p.m. on
Friday, June 26, 2026
EXPECTED TIMETABLE (1)
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(2) Results of allocations in the Hong Kong Public Offering
will be available at “Allotment Results” page on
the designated results of allocations website at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) from with a
“search by ID” function on a 24-hour basis from ..................... 1 1:00 p.m. on
Friday, June 26, 2026 to
12:00 midnight on
Thursday, July 2, 2026
(3) Allocation results telephone enquiry by calling
+852 2862 8555 ............................ .between 9:00 a.m. and 6:00 p.m. on
Monday, June 29, 2026,
Tuesday, June 30, 2026,
Thursday, July 2, 2026 and
Friday, July 3, 2026
Despatch of H Share certificates in respect of wholly or
partially successful applications, or deposit of H Share
certificate into CCASS pursuant to Hong Kong Public
Offering, on or before
(6)(8) ................................. .Friday, June 26, 2026
Dispatch/collection of refund checks and White Form
e-Refund payment instructions in respect of (i) wholly
or partially successful applications (if applicable) and
(ii) wholly or partially unsuccessful applications pursuant
to the Hong Kong Public Offering on or before
(7)(8) ............. .Monday, June 29, 2026
Dealings in H Shares on the Stock Exchange expected to
commence at 9:00 a.m. on ....................................... a t 9:00 a.m. on
Monday, June 29, 2026
Notes:
(1) All dates and times refer to Hong Kong local dates and times, except as otherwise stated.
(2) Y ou will not be permitted to submit your application to the White Form eIPO Service Provider through the
designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have
already submitted your application and obtained an application reference number from the designated website on or
before 11:30 a.m., you will be permitted to continue the application process (by completing payment of application
monies) until 12:00 noon on the last day for submitting applications, when the application lists close.
(3) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above and/or Extreme
Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, June 24, 2026, the
application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares — E. Severe
Weather Arrangements” in this Prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by instructing your broker or custodian to give electronic
application instructions to HKSCC on your behalf via FINI should see “How to Apply for Hong Kong Offer Shares
— A. Application for Hong Kong Offer Shares — 2. Application Channels” in this Prospectus.
(5) None of the websites or any of the information contained on the websites forms part of this Prospectus.
(6) H Share certificates for the Offer Shares will become valid evidence of title at 8:00 a.m. on the Listing Date provided
that (i) the Global Offering has become unconditional in all respects and (ii) none of the Underwriting Agreements
have been terminated in accordance with its terms.
(7) White Form e-Refund payment instructions/refund checks will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering. Part of the applicant’s identification document
number, or, if the application is made by joint applicants, part of the identification document number of the
first-named applicant, provided by the applicant(s) may be printed on the refund check, if any. Such data would also
be transferred to a third party for refund purposes. Banks may require verification of an applicant’s identification
document number before encashment of the refund cheque. Inaccurate completion of an applicant’s identification
document number may invalidate or delay encashment of the refund check.
EXPECTED TIMETABLE (1)
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(8) Applicants who have applied for Hong Kong Offer Shares through HKSCC EIPO channel should refer to the section
headed “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of Share Certificates and Refund of
Application Monies” in this Prospectus for details.
For applicants who apply through the White Form eIPO service and paid the application monies from a single bank
account, White Form e-Refund payment instructions (if any) will be dispatched to their application payment bank
account. For applicants who apply through the White Form eIPO service and used multi-bank accounts to pay the
application monies, refund cheque (if any) will be dispatched to the address specified in their electronic application
instruction to the White Form eIPO Service Provider at their own risk.
Any uncollected H Share certificates and/or refund check will be dispatched by ordinary post, at the applicants’ risk,
to the addresses specified in the relevant applications.
Further information is set out in the sections headed “How to Apply for Hong Kong Offer Shares — D.
Despatch/Collection of Share Certificates and Refund of Application Monies” in this Prospectus.
The above expected timetable is a summary only. See the sections headed “Structure of the
Global Offering” and “How to Apply for Hong Kong Offer Shares” in this Prospectus for details of
the structure and conditions of the Global Offering, as well as the application procedures for Hong
Kong Public Offering.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO INVESTORS
This Prospectus is issued by us solely in connection with the Hong Kong Public Offering
and 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
Representatives, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Capital Market Intermediaries, any of 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 v
CONTENTS ....................................................... v i i
SUMMARY ....................................................... 1
DEFINITIONS ..................................................... 1 4
GLOSSARY OF TECHNICAL TERMS .................................. 2 5
FORW ARD-LOOKING STATEMENTS .................................. 3 0
RISK FACTORS ................................................... 3 1
W AIVERS AND EXEMPTION ......................................... 6 1
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING .. 6 7
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ........ 7 2
CORPORATE INFORMATION ........................................ 7 6
INDUSTRY OVERVIEW ............................................. 7 8
REGULATORY OVERVIEW .......................................... 1 0 4
CONTENTS
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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ............... 1 2 3
BUSINESS ........................................................ 1 5 2
DIRECTORS AND SENIOR MANAGEMENT ............................. 2 1 7
SUBSTANTIAL SHAREHOLDERS ..................................... 2 2 9
SHARE CAPITAL .................................................. 2 3 4
CORNERSTONE INVESTORS ......................................... 2 3 7
FINANCIAL INFORMATION ......................................... 2 4 6
FUTURE PLANS AND USE OF PROCEEDS .............................. 2 6 7
UNDERWRITING .................................................. 2 7 0
STRUCTURE OF THE GLOBAL OFFERING ............................. 2 8 0
HOW TO APPLY FOR HONG KONG OFFER SHARES ..................... 2 8 8
APPENDIX I ACCOUNTANTS’ REPORT ............................ I - 1
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION .... II-1
APPENDIX III PROPERTY V ALUATION REPORT ...................... III-1
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION ............. I V - 1
APPENDIX V STATUTORY AND GENERAL INFORMATION ............. V - 1
APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON
DISPLAY ......................................... VI-1
CONTENTS
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This summary aims to give you an overview of the information contained in this
Prospectus. As this is a summary, it does not contain all the information that may be important
to you. You should read this Prospectus in its entirety before you decide to invest in the Offer
Shares. There are risks associated with any investment. Some of the particular risks in
investing in the Offer Shares are set out in the section headed “Risk Factors” in this
Prospectus. You should read that section carefully before you decide to invest in the Offer
Shares.
In particular , we are a biotechnology company seeking to list on the Main Board of the
Stock Exchange under Chapter 18A of the Listing Rules as we do not meet the requirements
under Rules 8.05(1), (2) or (3) of the Listing Rules. The product candidate (AP301) is
designated as the Core Product for the purpose of satisfying the eligibility requirements under
Chapter 18A and Chapter 2.3 of the Guide. There are unique challenges, risks and
uncertainties associated with investing in companies like ours. Notably, our Core Product is
in the early stages of clinical development. We may continue to incur substantial costs and
expenses in relation to R&D activities for the Core Product and our Core Product may not be
successfully developed or marketed. Your investment decision should be made in light of these
considerations.
OVERVIEW
Founded in 2018, we are a biopharmaceutical company providing renal therapies. Our product
portfolio in clinical and preclinical stages consists of one Core Product AP301 and six other product
candidates, including one late-clinical-stage product candidate (AP306), one early-clinical-stage
product candidate (AP303), and four preclinical product candidates (AP308, AP304, AP305, and
AP307) as of the Latest Practicable Date.
Our sole Core Product, AP301 (full global rights acquired from Vidasym in 2021), is classified
as a Class 1 new chemical drug in China. AP301 is a phosphate binder for the treatment of
hyperphosphatemia, one of the most prevalent complications of CKD with large medical needs, in
CKD patients receiving dialysis. AP301 completed a China registrational Phase III trial with
near-term new drug application (“ NDA”) submission expected and is currently undergoing a global
Phase III pivotal multi-regional clinical trial (“ MRCT ”) in the U.S. and China.
AP306 is a differentiated pan-phosphate transporter inhibitor for hyperphosphatemia in CKD
patients receiving dialysis that we acquired from Chugai and received Breakthrough Therapy
Designation (“ BTD”) from the NMPA. AP303 is a differentiated disease-modifying agent to delay
or halt the disease progression in patients of autosomal dominant polycystic kidney disease
(“ADPKD ”), IgA nephropathy (“ IgAN ”), diabetic kidney disease (“ DKD”) and focal segmental
glomerulosclerosis (“ FSGS ”), which are all subtypes of CKD, and received the FDA Orphan Drug
Designation (“ ODD”) for ADPKD. AP308 is a differentiated engineered recombinant
immunoglobulin A (“ IgA”) protease aiming for functional cure of IgAN. We developed AP308
based on an IgA protease licensed from PUFH. AP301 and AP306 were in-licensed from third
parties, and our remaining product candidates are self-discovered and self-developed. Mircera
®,
developed by Roche, is a long-acting erythropoietin (“ EPO”) approved for the treatment of anemia
in CKD patients. We retain exclusive commercialization rights of Mircera ® in Chinese Mainland.
All of our products are designed as first-line treatment in CKD patients (i.e., to be prescribed once
the approved indication is diagnosed, without regard to whether the patient has received any prior
treatment).
WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND/OR MARKET OUR
CORE PRODUCT.
SUMMARY
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Commercial RightsSourceUpcoming Milestones(5)Trial
Location
Regulatory
Authority(ies)NDAPhase IIIPhase IIPhase IPreclinical /
IND-Enabling
Indications /
Line of TreatmentCategory(2)MoA(1)Program
Global^Acquired
(Vidasym)
China NDA submission in June 2026China NMPA
Hyperphosphatemia in
DD-CKD patients / 1LChemical DrugPhosphate BinderAP301
Global Phase III MRCT completion expected
in Q2 2027(6)
NDA submission in Q3 2027
U.S. FDA
Greater China
(Alebund)
Ex-China
(R1 Therapeutics)(11)†
In- licensed
(Chugai)
Global Phase IIb MRCT completion
expected in Q2 2027(7)
U.S. FDA
China NMPA
Hyperphosphatemia in
DD-CKD patients / 1LChemical Drug
Pan-phosphate
Transporter
Inhibitor
AP306
GlobalSelf-developed
A basket Phase II trial for DKD and IgAN
patients with high proteinuria is expected to
be initiated in Q3 2026
(8)
Additional Phase II trials for ADPKD and
FSGS are expected to be initiated in Q4
2026 and Q1 2027, respectively
U.S. FDA
China NMPA(4)
DKD with high
proteinuria / 1L
Chemical DrugDual PPAR
AgonistAP303
U.S. FDA
China NMPA
(4)
IgAN with high
proteinuria / 1L
U.S. FDA
China NMPA
EU EMA(4)
FSGS / 1L
U.S. FDA
China NMPA
EU EMA(4)
ADPKD / 1L
GlobalCollaboration(10)
(PUFH)
IND submission and Phase I initiation
expected in Q3 2026
Phase I completion expected in Q2 2027
U.S. FDA
China NMPAIgAN / 1LBiologicsIgA ProteaseAP308
GlobalSelf-developedIND submission in 2027//AKI & AIS / 1LBiologicsSerine ProteaseAP304
GlobalSelf-developedIND submission in 2027//IgAN & others / 1LChemical DrugCFB InhibitorAP305
GlobalSelf-developed/
(9)//MPGN / 1LChemical DrugComplement
Pathway InhibitorAP307
U.S. FDA Orphan Drug
Designation
China NMPA Breakthrough
Therapy Designation
Core Product
Completed China PhIII in June 2025
Enrollment for global PhIII MRCT completed in May 2026
IND cleared for US + CN PhII
IND cleared for US + CN PhII
Initiated global PhIIb MRCT in May 2026
CN + EU +AU PhII MRCT planned(3)
CN + EU +AU PhII MRCT planned(3)
Notes: Abbreviations: MoA = Mechanism of Action, IND = Investigational New Drug, NDA = New Drug Application, DD-CKD = Dialysis-dependent Chronic Kidney Dis ease, NMPA = National Medical Products Administration of the PRC, FDA = U.S.
Food and Drug Administration, MRCT = Multi-Regional Clinical Trial, PPAR = Peroxisome Proliferator-activated Receptor, DKD = Diabetic Kidney Dise ase, IgA = Immunoglobulin A, IgAN = IgA Nephropathy, FSGS = Focal Segmental
Glomerulosclerosis, EMA = European Medicines Agency, ADPKD = Autosomal Dominant Polycystic Kidney Disease, AKI = Acute Kidney Injury, AIS = Acute Is chemic Stroke, CFB = Complement Factor B, MPGN = Membranoproliferative
Glomerulonephritis
(1) All of Alebund’s products / product candidates are orally administered, except for AP308 and AP304 (intravenous or subcutaneous) and AP601 (subc utaneous); (2) All of Alebund’s products / product candidates are first line therapies and Class
1 New Drugs, except for AP601 which is an Original Imported Drug; (3) Phase II trial planned, Phase II IND approval granted by the NMPA, and IND applicati on for the Phase II trial planned to be submitted to EU EMA and Australia TGA in
the third quarter of 2026; (4) Phase I trials for AP303 were conducted in China and Australia, and upcoming Phase II trials will be conducted in the U.S. a nd China for DKD and IgAN with high proteinuria, and in China, Europe, and Australia
for FSGS and ADPKD; (5) Alebund acts as sponsor for all ongoing and planned clinical trials of its product candidates; (6) The FDA ’s grant of IND clearan ce for the Phase III MRCT was based on the results of the Phase II clinical trial of AP301
in China and the Phase I clinical trial of AP301 in Australia; (7) Alebund plans to leverage AP306’s global Phase IIb MRCT data to directly support China NDA submission, potentially eliminating the need for a separate China Phase III trial; (8)
Pharmacokinetic bridging studies demonstrated no ethnic differences, and Phase Ib data confirmed AP303’s renal hemodynamic effect, supporting th e initiation of an exploratory Phase II study directly in the patient population; (9) IND application
date not yet confirmed; (10) AP308 is internally engineered by Alebund based on a prototype licensed from PUFH; (11) Alebund directly owns the rights o f AP306 in Chinese Mainland, Hong Kong, Macau and Taiwan. Alebund owns the ex-China
rights through its joint venture R1 Therapeutics
^ Alebund has partnered with Vidasym and obtained the full China and global rights relating to AP301 in 2018 and 2021, respectively, with no future roya lty obligations from Vidasym via a series of transactions (low double digit million of U.S. dollars
paid in total)
† Alebund has partnered with Chugai and has the exclusive right to develop, manufacture, and commercialize AP306 (formerly EOS789) globally. Under t he agreement, Chugai is entitled to receive an upfront license payment and milestone payments
up to a single-digit millions of U.S. dollars based on achievement of certain predetermined milestones relating to regulatory approval and commerci al sales, with additional royalty payments linked to annual net sales of AP306 after its expected
launch
SUMMARY
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OUR PRODUCT PIPELINE
Chronic Kidney Disease Complications Treatment Portfolio
AP301: Our Core Product: An Oral Phosphate Binder for the Treatment of Hyperphosphatemia
Our Core Product AP301 is under clinical development for the treatment of
hyperphosphatemia, standing out due to its consistent phosphate-lowering capacity and safety
profile. Oral phosphate binders, which reduce serum phosphorus by binding to phosphate in the
gastrointestinal (“ GI”) tract, are currently the primary class of pharmacological interventions
treating hyperphosphatemia. Compared with other phosphate binders, AP301 provides high
phosphate-binding capacity, with no need to chew before swallowing, low volume expansion when
exposed to gastric fluid and no systemic absorption. These attributes contribute to a lower pill
burden, improved tolerability and enhanced patient compliance.
AP301 achieved a reduction in serum phosphate level in CKD patients receiving maintenance
dialysis. In a completed China Phase III clinical trial, AP301 reduced the serum phosphorus level
by 2.22 mg/dL, compared to 2.17 mg/dL for sevelamer carbonate at week 12. Moreover, AP301
achieved persistent serum phosphate reduction over 52 weeks (a higher serum phosphate response
rate in the AP301 arm (66.7%) compared to the sevelamer carbonate arm (58.6%)), suggesting its
long-term therapeutic effect. Also, we initiated a Phase III MRCT in the U.S. and China. We intend
to use the results of the Phase III clinical trial in China for seeking regulatory approval of AP301
by the NMPA and use the results of the Phase III MRCT for seeking regulatory approval of AP301
by the FDA. We expect to file an NDA for AP301 with the NMPA in June 2026.
For details of the clinical trial protocols of AP301, please refer to “Business — AP301: Our
Core Product, An Oral Phosphate Binder for the Treatment of Hyperphosphatemia — Material
Communications with Competent Authorities.” We hold the global rights for the development,
manufacture and commercialization of AP301.
AP306: A Differentiated Pan-Phosphate Transporter Inhibitor
AP306 is the world’s first and, as of the Latest Practicable Date, the only pan-phosphate
transporter inhibitor in clinical development for the treatment of hyperphosphatemia. In June 2024,
the NMPA granted BTD to AP306 for the treatment of hyperphosphatemia in patients with CKD.
In the completed China Phase II clinical trial, AP306 monotherapy demonstrated a mean
serum phosphate reduction of 2.51 mg/dL, with nearly 95% of patients had their serum phosphate
levels controlled at less than 5.5 mg/dL by Week 7-8. This outperforms classic binders like
Sevelamer, which brought around 50% of patients to the same clinically target control range by
Week 7-8 in the same clinical trial. In the same Phase II trial, the most common AEs were GI
disorders, mainly diarrhea. The discontinuation rate due to AEs was less than 5%. In addition,
patients treated with AP306 required a lower mean daily dose than those receiving Sevelamer. We
hold the global rights for the development, manufacture and commercialization of AP306.
Addressable Markets and Competitive Landscape of our Core Product and AP306
Hyperphosphatemia caused by renal insufficiency affects about 95% of dialysis-dependent
CKD patients and about 15% of non-dialysis dependent CKD patients. Elevated serum phosphorus
levels are strongly correlated with all-cause mortality in dialysis patients. The treatment of
hyperphosphatemia mainly relies on phosphate binders, as the effects of dialysis and dietary
phosphorus restriction are limited. However, despite the widespread use of phosphate binders, 76%
and 52% of dialysis patients in China and U.S., respectively, suffer from an uncontrolled serum
phosphorus level. Also, existing phosphate binders generally suffer from frequent GI side effects,
high pill burden, systemic absorption and negative impact on normal physiological functions. As a
result, the clinical adoption of phosphate binders remains at a low level.
SUMMARY
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The global market of hyperphosphatemia drugs reached US$1.8 billion in 2025 and is
estimated to reach US$6.4 billion in 2035. The market of hyperphosphatemia drugs in China
reached RMB1.8 billion in 2025 and is estimated to reach RMB10.7 billion in 2035.
As of the Latest Practicable Date, there were seven approved phosphate-lowering molecules,
including five approved non-calcium phosphate-lowering molecules for hyperphosphatemia
globally. A majority of them are phosphate binders which were launched over a decade ago. As of
the Latest Practicable Date, there were only two clinical-stage molecules in pipeline for
hyperphosphatemia with active global trials, according to CIC. They were AP301 and AP306, both
acquired and further developed by us. For details, please refer to “Industry Overview — Overview
of Hyperphosphatemia Market.”
Mircera
® (AP601): A New Choice for Chinese CKD Patients with Anemia
Mircera ® (methoxy polyethylene glycol-epoetin beta) is a long-acting EPO used for the
treatment of anemia associated with CKD. It is the first EPO approved for once-monthly
administration worldwide. As of the Latest Practicable Date, Mircera
® enjoyed market exclusivity,
fortified by the absence of approved biosimilars. The market size of renal anemia drugs in China
reached RMB6.2 billion in 2025 and is expected to reach RMB10.3 billion in 2035, at a CAGR of
5.2% from 2025 to 2035. Mircera
® is the first-line recommended medication by global anemia
treatment guidelines.
Mircera ® was developed by Roche Pharmaceuticals Inc. (“ Roche ”). It has received marketing
approval in U.S. and E.U. since 2017. The NMPA granted marketing approval of Mircera ® in 2018.
In October 2023, we entered into a supply and marketing agreement with Roche, under which we
shall exclusively promote Mircera
® in China. For more details, please refer to “Business — Major
Collaboration Arrangements — Collaboration Arrangement with Roche Holding AG.” Mircera ® was
included in the 2023 National Reimbursement Drug List (“ NRDL ”) of China right after obtaining
the commercialization rights in China. As of the Latest Practicable Date, Mircera ® was listed in
over 300 hospitals in China.
CKD Disease-Modifying Portfolio
AP303: A Differentiated Dual PPAR Agonist for Broad Renal Protection
AP303 is a differentiated disease-modifying agent to significantly delay or halt the
progression of CKD. As a dual PPAR agonist, AP303 is designed to deliver broad renal protection
across a wide spectrum of high-value indications, including among others, diabetic kidney disease
(“DKD”), IgAN, ADPKD and focal segmental glomerulosclerosis (“ FSGS ”). It received the FDA
ODD for ADPKD, underscoring its potential to transform the renal treatment landscape.
In the completed Phase I trials in Australia and China, AP303 was safe and well tolerated in
healthy volunteers and there was clear and robust dose-related pharmacodynamic (“ PD”) signal. We
have received IND clearance from the NMPA and the FDA to conduct a basket Phase II clinical trial
in DKD and IgAN patients with high proteinuria. We developed AP303 internally and hold the
global rights for its development, manufacture and commercialization.
AP308: A Differentiated Engineered Recombinant IgA Protease Aiming for Functional Cure for
IgAN
AP308, a differentiated engineered recombinant IgA protease aiming for functional cure of
IgAN. It acts as “molecular scissors” to remove the IgA and IgA complex in circulatory system as
well as IgA complex deposited in the kidneys, directly targeting the underlying pathology of IgAN.
This mechanism represents a differentiated approach to treating IgAN. We expect to obtain IND
clearance and enter clinical development stage in China and the U.S. in the third quarter of 2026.
SUMMARY
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Other Preclinical Stage Product Candidates
We are advancing the development of multiple additional product candidates at the preclinical
stage, including AP304, AP305 and AP307. For details, see “Business — Our Product Pipeline —
Other Preclinical Stage Product Candidates”.
OUR STRENGTHS
We believe the following strengths differentiate us from our competitors: (i) A
biopharmaceutical company focused on advancing therapies in renal care; (ii) A portfolio of
differentiated and effective therapeutics in CKD complications treatment with commercialization
prospects; (iii) Expanded portfolio of CKD treatment paves way for sustainable growth; and (iv)
Experienced leadership team with a proven track record and expertise in renal disease drug
innovation.
OUR STRATEGIES
We plan to pursue the following considerable opportunities and execute our key strategies
accordingly: (i) Expand R&D capabilities and accelerate clinical development of existing pipeline
globally; (ii) Expedite entry into markets with tailored commercialization strategies for our
portfolio; (iii) Enhance our manufacturing capabilities towards a full-fledged biopharmaceutical
company; (iv) Proactively explore value accretive partnerships and alliances; and (v) Scale up our
organization by attracting, training and retaining talents globally in the renal therapeutic fields and
expand collaboration with renal experts.
MAJOR COLLABORATION ARRANGEMENTS
Collaboration Arrangement with Vidasym, Inc.
AP301 was initially developed by Vidasym, Inc. (“ Vidasym ”), which is a U.S.-based
clinical-stage drug discovery and development company with a focus on CKD complications and
osteoporosis. We obtained the full global rights relating to AP301 in 2021 with no future milestone
and royalty obligations from Vidasym via a series of transactions.
In May 2018, we entered into an Assignment and License Agreement (the “ 2018 Vidasym
Agreement ”). Pursuant to the agreement, we acquired from Vidasym its entire right, title and
interest in patent applications relating to AP301 in Chinese Mainland, Hong Kong and Taiwan, as
well as the inventions described therein. In connection with arrangement, Shanghai Alebund shall
issue certain equity interest equivalent to the parties involved, including Vidasym. For details, see
“History, Development and Corporate Structure — Corporate Development and Major Shareholding
Change — (1) Establishment and Historical Corporate Reorganization.” In November 2019, we
entered into an Equity Transfer Agreement with Vidasym. Pursuant to the agreement, Vidasym: (i)
sold 37.5% of the equity interests it held in Shanghai Alebund to a wholly-owned subsidiary of
Alebund Cayman and (ii) granted us an exclusive option to acquire all of Vidasym’s global rights
in the intellectual property regarding AP301, in exchange for our payment of single-digit millions
of U.S. dollars. In June 2021, we entered into an Assignment Agreement with Vidasym. Pursuant
to the agreement, we acquired from Vidasym the full global rights regarding AP301, in exchange
for our payment of low double-digit millions of U.S. dollars, which had been fully paid. For more
details, please refer to “Business — Major Collaboration Arrangements — Collaboration
Arrangement with Vidasym, Inc.”
Collaboration Arrangement with Chugai Pharmaceutical Co., Ltd.
In July 2021, we entered into an option and license agreement (the “ Chugai Agreement ”)
with Chugai regarding AP306. Founded in 1925, Chugai is one of Japan’s leading research-based
pharmaceutical companies. Chugai, based in Tokyo, specializes in prescription pharmaceuticals and
is listed on the Tokyo Prime Stock Exchange. We obtained the global development and
commercialization rights for AP306. Under the Chugai Agreement, Chugai granted us an option to
SUMMARY
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acquire a global exclusive license to develop, manufacture, and commercialize AP306 for all
indications worldwide. Under the Chugai Agreement, Chugai shall receive from us an upfront
payment. In addition, if we exercise the option under the Chugai Agreement, Chugai shall receive
from us an upfront payment, as well as milestone payments up to a single-digit hundreds of millions
of U.S. dollars based on certain predetermined milestones, and royalty payment linked to annual net
sales of AP306. In October 2023, we exercised the option and were granted the exclusive license.
For more details, please refer to “Business — Major Collaboration Arrangements — Collaboration
Arrangement with Chugai Pharmaceutical Co., Ltd.”
Collaboration Arrangement with Roche Holding AG
In October 2023, we entered into a supply and marketing agreement (the “ Roche Agreement ”)
with Roche Hong Kong, Ltd. (“ Roche ,” a subsidiary of Roche Holding AG) regarding Mircera
®.
The Roche Agreement granted us an exclusive license to sell, distribute or otherwise commercialize
Mircera
® in China (not including Hong Kong, Macau and Taiwan). Roche shall supply Mircera ® to
us and Roche shall obtain and maintain the drug registration certificate and its appendices of
Mircera
® in China at its own expense. We shall obtain and maintain all permits and registrations
required for the marketing and promotion of Mircera ® in China at our own expense. For more
details, please refer to “Business — Major Collaboration Arrangements — Collaboration
Arrangement with Roche Holding AG.”
Collaboration Arrangement with the Peking University First Hospital
In January 2022, we entered into a license agreement (the “ PUFH Agreement ”) with Peking
University First Hospital (“ PUFH ”) to discover, develop and commercialize an IgA protease. Under
the PUFH Agreement, PUFH granted us an exclusive and irrevocable license to research, develop,
and commercialize an IgA protease globally, with the right to grant sublicenses. In addition, we
commissioned PUFH to perform non-clinical studies regarding the medical application of the
licensed IgA protease. For more details, please refer to “Business — Major Collaboration
Arrangements — Collaboration Arrangement with the Peking University First Hospital.”
Collaboration Arrangement with R1 Therapeutics
In December 2025, we entered into a collaboration and license agreement (the “ R1
Agreement ”) with R1 Therapeutics, Inc., a corporation organized and existing under the laws of
State of Delaware with respect to AP306. R1 Therapeutics, Inc. (“ R1”) is a newly established
biotechnology company focused on the R&D and commercialization of innovative
biopharmaceutical products for the treatment of kidney diseases and related complications, and is
backed by major global dialysis service providers and a syndicate of leading global life sciences
investors. In connection with the R1 Agreement, we entered into common stock issuance
agreements with R1 in December 2025 and received certain class B common shares. R1 also entered
into stock purchase agreement with certain investors in connection with its financing in December
2025 and February 2026 and such investors received Series-A preferred shares of R1. Upon closing
of these agreements, we held a significant equity stake (minority stake) of R1’s shares, with
anti-dilution protection mechanisms designed to maintain such percentage ownership. As of the
Latest Practicable Date, we were the single largest shareholder of R1 on a legal-entity basis, holding
a 21.25% interest on a fully diluted basis, with the remaining shareholders independent third parties
to us. R1 is accounted for as our associate rather than a subsidiary as we do not have unilateral
control over its relevant activities or financial and operating policies.
Notwithstanding that AP306 has demonstrated a higher serum phosphorus control rate than
AP301, we believe that the out-licensing arrangement with R1 is in our commercial interests,
because (i) the out-licensing arrangement is limited to regions outside of Greater China only; (ii)
AP306 development remains at a relatively earlier stage and subject to more uncertainties; (iii)
substantial capital commitment and resources are required for research and development and
commercialization of outside Greater China and (iv) AP301 is more clinically advanced and certain
SUMMARY
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--- page 16 ---
with clearer path to maximize its value through self-led commercialization in China and a
CSO-supported commercialization model in the U.S. For more details on reasons of collaborating
with R1, accounting treatment of R1 as well as the material terms of the R1 arrangements, please
refer to “Business — Major Collaboration Arrangements — Collaboration Arrangement with R1
Therapeutics.”
RESEARCH AND DEVELOPMENT
Our in-house R&D team consisted of 61 employees as of the Latest Practicable Date, most of
whom had obtained at least bachelor’s degrees, and 72.1% members of our R&D team had obtained
advanced degrees, including 14.8% members with doctorate degrees and 57.3% members with
master’s degrees. During the Track Record Period and up to the Latest Practicable Date, we had 46
R&D personnel involved in the development of our Core Product and 15 R&D personnel involved
in the development of our other product candidates. As of the Latest Practicable Date, 95.7% of our
R&D personnel involved in the development of the Core Product as of June 12, 2025 remain
employed by us. We incurred significant research and development expenses during the Track
Record Period and anticipate continuing to make significant investments in our R&D efforts. For
more details on our R&D, please refer to “Business — Research and Development.”
INTELLECTUAL PROPERTY RIGHTS
As of the Latest Practicable Date, we held 153 patents and patent applications, among which
24 were related to our Core Product (including four granted patents in China, two granted patents
in the U.S., one granted patent in Europe, three granted patents in Taiwan, two granted patents in
each of Hong Kong, Macau, Australia, Canada, Japan and New Zealand, as well as two pending
patent applications in China). As of the Latest Practicable Date, we had not received any material
concerns or inquiries from relevant competent authorities that make us believe that any of the
pending patent applications will be finally rejected. In addition, our Directors confirm, with the
support of our IP adviser’s view, that the Group’s patents and patent applications sufficiently cover
the material aspects of our Core Product and/or its associated technologies in China and the U.S.
For details of our intellectual property, see “Business — Intellectual Property.”
MANUFACTURING
As of December 31, 2025, our manufacturing team consisted of 28 members. We have
completed the construction of an in-house manufacturing facility in Y angzhou, China. As of the
Latest Practicable Date, the manufacturing facility was in the phase of pilot-scale production and
scale-up preparation. It is expected to commence operation in the fourth quarter of 2028. The
designed annual capacity will reach approximately 200 metric tons at full operation and can be
scaled up based on the market demand. The manufacturing facility is expected to support the
commercial-scale production of both drug substance and drug product for our product candidates
such as AP301 and AP306.
COMMERCIALIZATION, MARKETING AND BUSINESS DEVELOPMENT
We have assembled an in-house sales team with 43 members led by Mr. Feng Jun, our head
of commercialization, as of the Latest Practicable Date. Currently, our sales team primarily focuses
on enhancing professionals’ knowledge and understanding of the usage, clinical effects and
advantages of Mircera
®. Since Mircera ®’s launch in China in 2024, Mircera ® has successfully
entered over 300 hospitals. For commercialization in overseas markets, we will proactively explore
commercialization opportunities through a range of partnership models, such as through forming
associates with qualified business partners, leveraging their local know-how and insight, engaging
CSO for overseas commercialization efforts, and exploring other out-licensing arrangements. For
details, please refer to “Business — Commercialization, Marketing and Business Development.”
SUMMARY
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Distributorship
During the Track Record Period, we sold Mircera ® in China to a third-party distributor, which
has registered capital of RMB2 billion and is wholly owned by a major state-owned enterprise listed
on the Hong Kong Stock Exchange with a national distribution network for medicinal products in
China. Our distributor is primarily engaged in the trading and distribution of pharmaceutical
products. It is also our direct customer responsible for delivering Mircera
® to its sub-distributors,
who subsequently delivered to hospitals and medical institutions. In the meantime, our sales team
is responsible for the promotion of Mircera
® to hospitals in China. For details, please refer to
“Business — Commercialization, Marketing and Business Development — Distributorship.”
OUR SUPPLIERS
During the Track Record Period, our suppliers are mainly comprised of service providers and
equipment and consumables suppliers. For the years ended December 31, 2024, and 2025, purchases
from our five largest suppliers in aggregate accounted for 57.0% and 46.4% of our total purchases,
respectively, in each year during the Track Record Period. Our purchases from our largest supplier
in each year during the Track Record Period amounted to RMB110.5 million and RMB31.4 million,
representing 21.9% and 11.2% of our total purchases for the respective year. For details, please refer
to “Business — Our Suppliers.”
OUR CUSTOMER
In 2024 and 2025, we generated revenue of RMB6.5 million and RMB30.6 million,
respectively, from a single customer, our distributor for Mircera
® in China. For further details,
please see “Business — Commercialization, Marketing and Business Development —
Distributorship.”
OUR SHAREHOLDING STRUCTURE
Concert Party Agreements
On June 30, 2023, Aleyuan Inc., Dr. Gavin Xia, Dr. Tian, Aleyuan Limited, Ms. Wang Y un,
Dr. Shu Chutian and Alebund Limited Partnership (the predecessor of Y angzhou Liyue at Alebund
Cayman level prior to the 2024 Reorganization) and Chunyuan Limited (a limited company and the
offshore affiliated entity of Shanghai Chunyuan that held shares at Alebund Cayman level prior to
the 2024 Reorganization, in which Dr. Shu Chutian held approximately 29.95% equity interest and
no other shareholders, each being an employee, held 30% or more of equity interest therein),
entered into a concert party deed, pursuant to which they agreed, among others, to act in concert
with each other in relation to all matters that required the decision of the shareholders of Alebund
Cayman. At this stage, Dr. Shu Chutian held all of his interest in Alebund Cayman through
Chunyuan Limited.
Following the 2024 Reorganization, on June 15, 2024, the AIC Parties, namely Aleyuan Inc.,
Dr. Gavin Xia, AleyuanGX, Dr. Tian, AleyuanJT, Aleyuan Limited, Y angzhou Liyue, Shanghai
Chunyuan (a limited partnership and the onshore affiliated entity of Chunyuan Limited following
the 2024 Reorganization, in which Dr. Shu Chutian served as its general partner and held
approximately 29.95% partnership interest and none of the other limited partners held 30% or more
of partnership interest therein), Ms. Wang Y un and Dr. Zhang Huading entered into the Onshore AIC
Agreement to reiterate their commitment to act in concert in the Shareholders’ meetings and the
Board meetings of our Company. Dr. Shu Chutian is not a party to the Onshore AIC Agreement in
his personal capacity, as his control over the relevant Shares and participation in acting-in-concert
arrangement is now fully reflected and exercised through a corporate vehicle (i.e., Shanghai
Chunyuan) in his capacity as its general partner.
For details, see “History, Development and Corporate Structure — Concert Party
Agreements”.
SUMMARY
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Single Largest Shareholders Group
Our Single Largest Shareholders Group comprises (i) the AIC Parties, namely Aleyuan Inc.,
Dr. Gavin Xia, AleyuanGX, Dr. Tian, AleyuanJT, Aleyuan Limited, Shanghai Chunyuan, Y angzhou
Liyue, Ms. Wang Y un, Dr. Zhang Huading, (ii) Shanghai Y uanyue, BCeGFR and Fortuna, each a
controlled entity of Dr. Gavin Xia, and (iii) Dr. Shu Chutian, the general partner of Shanghai
Chunyuan. As of the Latest Practicable Date, the Single Largest Shareholders Group held
approximately 24.50% of our total issued Share capital in aggregate. Immediately following the
completion of the Global Offering, our Single Largest Shareholders Group will control
approximately 20.41% of our total issued share capital. For details, see “History, Development and
Corporate Structure — Single Largest Shareholders Group”.
Pre-IPO Investments
Throughout the development of our Group, we received eight rounds of Pre-IPO Investments
in a total amount of approximately RMB2 billion. The valuation of our Company upon completion
of the last round of the Pre-IPO Investments is approximately RMB3,778.9 million. Our Pre-IPO
Investors include investors focusing on investment in biotech and healthcare industry, including
among others, Tencent, Guojin Group, LA V USD, Quan Capital, Loyal V alley Capital, Shanghai
Liyi, GIC, 3H, 3E, Dezhou Liangyi, Huagai Capital, Beijing New Dynamic II, Sherpa, Octagon and
Morningside V enture.
Loyal V alley Capital is the Sophisticated Investor of our Company which had made
meaningful investment in the Company at least six months before the Listing Date. See “History,
Development and Corporate Structure — Pre-IPO Investments” in this Prospectus.
SUMMARY OF KEY FINANCIAL INFORMATION
Summary of Consolidated Statements of Profit or Loss and Other Comprehensive Income
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
REVENUE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,525 30,556
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,140) (17,110)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,385 13,446
Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,534 7,335
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,171) (36,337)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62,113) (251,295)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(235,367) (372,574)
Other (losses)/gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22) 974
Share of the profit or loss of an associate and a joint
venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 (2,821)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(29,378) (110,547)
LOSS BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(335,130) (751,819)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
LOSS FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(335,130) (751,819)
Non-IFRS Measure
To facilitate a comparison of our operating performance from year to year, we also use
adjusted net loss (non-IFRS measure), which is not required by, or presented in accordance with,
IFRS. We define adjusted net loss (non-IFRS measure) as loss for the year adjusted by adding back
(i) interest on redemption liabilities on ordinary shares, which represents the interest accrued on the
SUMMARY
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--- page 19 ---
obligation to repurchase certain of our Shares held by certain Pre-IPO shareholders, which were
terminated in September 2025 and such redemption liabilities were credited to other reserve; (ii)
share-based payment, arising from granting share incentives to senior management and selected
employees, which is non-cash in nature; and (iii) listing expense, in relation to the Global Offering.
The use of the non-IFRS measure has limitations as an analytical tool, and you should not consider
it in isolation from, or as a substitute for, or superior to, analysis of our results of operations or
financial conditions as reported under IFRS. For details, see “Financial Information — Summary
of Consolidated Statements of Profit or Loss and Other Comprehensive Income — Non-IFRS
Measure.”
The following table reconciles our non-IFRS measure for the years presented with the nearest
measures prepared in accordance with IFRS Accounting Standards.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(335,130) (751,819)
Add back:
Interest on redemption liabilities on ordinary shares /H1118/H1118/H1118/H1118/H111827,720 90,781
Share-based payment compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,900 260,761
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 19,735
Adjusted net loss (non-IFRS measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(285,510) (380,542)
Summary of Consolidated Statements of Financial Position
As of December 31,
2024 2025
(RMB in thousands)
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,364 781,216
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,776 558,716
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,943,977 239,829
Net current (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,555,201) 318,887
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118506,356 596,860
Total (deficits)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,341,193) 503,243
Our net current liabilities of RMB1,555.2 million as of December 31, 2024 changed to net
current assets of RMB318.9 million as of December 31, 2025. The increase was primarily
attributable to the decrease in total current liabilities, resulting from the decrease in redemption
liabilities on ordinary shares due to termination of redemption features in September 2025, as well
as the increase in total current assets resulting from the receipt of funds from Series C Investment
and the Cross-over Investment.
Our net liabilities of RMB1,341.2 million as of December 31, 2024 changed to net assets of
RMB503.2 million as of December 31, 2025, primarily attributable to termination of redemption
liabilities on ordinary shares of RMB1,975.9 million, capital injection of RMB535.8 million and
share-based payment compensation of RMB260.8 million, partially offset by loss for the year of
RMB751.8 million and recognition of redemption liabilities on ordinary shares of RMB172.5
million.
SUMMARY
–1 0–


--- page 20 ---
Summary of Consolidated Statements of Cash Flows
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(249,897) (287,888)
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(257,410) (236,822)
Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118787,672 541,716
NET INCREASE IN CASH AND CASH
EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118280,365 17,006
Cash and cash equivalents at beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,149 343,770
Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118256 (2,451)
Cash and cash equivalents at end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118343,770 358,325
During the Track Record Period, we incurred net operating cash outflows because we incurred
substantial research and development expenses to support the development of our product pipelines
and administrative expenses to support our business activities.
For details on material fluctuations on cash flows, see “Financial Information — Liquidity and
Capital Resources.”
WORKING CAPITAL SUFFICIENCY
Our Directors are of the opinion that, taking into account the financial resources available,
including cash and cash equivalents, the expected income from our commercialized product and the
estimated net proceeds from the Listing, our cash burn rate as well as scheduled banking facilities
repayment, we have sufficient working capital to cover at least 125% of our costs, including
research and development expenses, selling expenses and administrative expenses for at least the
next 12 months from the date of this Prospectus.
Our cash burn rate refers to the average monthly amount of net cash used in operating
activities, capital expenditures and lease payments. Excluding one-off capital expenditures spent on
building our manufacturing facilities and assuming an average cash burn rate going forward of 1.4
times the level as of December 31, 2025, we estimate that our cash at bank and on hand and other
financial assets as of December 31, 2025 will be able to maintain our financial viability for 47
months from December 31, 2025 taking into account the estimated net proceeds from the Global
Offering, net of capitalized listing expenses; or we estimate that we will be able to maintain our
financial viability for 15 months from December 31, 2025 without taking into account the estimated
net proceeds from the Global Offering, net of capitalized listing expenses. We will continue to
monitor our cash flows from operations closely and expect to raise our next round of financing, if
needed, with a minimum buffer of 12 months.
GLOBAL OFFERING STATISTICS
Based on the Offer Price of
HK$22.60 per Offer Share
Market capitalization of our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$7,680.66 million
Market capitalization of our H Shares (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$5,132.96 million
Unaudited pro forma adjusted net tangible assets per Share (3) /H1118/H1118/H1118/H1118 HK$5.21
Notes:
(1) The calculation of market capitalization of our Shares is based on 339,852,231 Shares expected to be in issue
immediately after the completion of Global Offering (assuming the Over-allotment Option is not exercised).
SUMMARY
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--- page 21 ---
(2) The calculation of market capitalization of our H Shares is based on 56,755,400 H Shares to be issued under the
Global Offering (assuming the Over-allotment Option is not exercised) and 170,366,789 H Shares to be converted
from the Unlisted Shares.
(3) The unaudited pro forma consolidated net tangible assets attributable to owners of the parent per Share is arrived at
after adjusting for the estimated net proceeds from the Global Offering and on the basis that 339,852,231 Shares were
in issue, assuming that the Global Offering have been completed on December 31, 2025 but taking no account of any
Shares which may be allotted and issued pursuant to the exercise of the Over-allotment Option or any Shares which
may be issued or repurchased by the Company. For further details, see “Financial Information.”
DIVIDEND
During the Track Record Period, we had never declared or paid any dividends on our ordinary
shares or any other securities. As of the Latest Practicable Date, we did not have a formal dividend
policy nor a pre-determined dividend payout ratio. As confirmed by our PRC Legal Adviser,
according to the PRC law, any future net profit that we make will have to be first applied to make
up for our historically accumulated losses, after which we will be obliged to allocate 10% of our
net profit to our statutory common reserve fund. We will therefore only be able to declare dividends
after (i) all our historically accumulated losses have been made up for; and (ii) we have allocated
sufficient net profit to our statutory common reserve fund as described above. We currently intend
to retain all available funds and earnings, if any, to fund the development and expansion of our
business and we do not intend to declare or pay any dividends in the foreseeable future. Any future
determination to pay dividends will be made at the discretion of our Directors subject to our Articles
of Association and the PRC Company Law, and may be based on a number of factors, including our
future operations and earnings, capital requirements and surplus, general financial conditions,
contractual restrictions and other factors that our Directors may deem relevant. For details, please
refer to “Financial Information — Dividend.”
USE OF PROCEEDS
We estimate that the aggregate net proceeds to our Company from the Global Offering will be
approximately HK$1,180.8 million, after deducting underwriting fees and estimated expenses in
connection with the Global Offering payable by us and based on an Offer Price of HK$22.6 per H
Share, and assuming the Over-allotment Option is not exercised. We intend to apply such net
proceeds from the Global Offering for the following purposes, subject to changes in light of our
evolving business needs and changing market conditions: (i) approximately 71.0%, or HK$838.4
million, will be allocated to the ongoing and planned clinical development and regulatory affairs of
our product candidates, with approximately 34.0%, or HK$401.5 million allocated to AP301 and
approximately 37.0% of the net proceeds, or HK$436.9 million allocated to other product
candidates including AP306, AP303 and AP308; (ii) approximately 7.0% of the net proceeds, or
HK$82.7 million, will be allocated to the advancement of the preclinical development of our
product candidates including AP304, AP305 and AP307; (iii) approximately 12.0% of the net
proceeds, or HK$141.7 million, will be allocated to upgrade our manufacturing capacity as well as
for commercialization of our drug candidates after they are approved for sale; and (iv)
approximately 10.0% of the net proceeds, or HK$118.1 million, will be used for our working capital
and other general corporate purposes.
RISK FACTORS
We believe that there are certain risks involved in our operations, many of which are beyond
our control. These risks are set out in the section headed “Risk Factors” in this Prospectus. Some
of the major risks we face include: our business and financial prospects depend substantially on the
success of our product portfolio. If we are unable to successfully complete clinical development,
obtain regulatory approval and/or commercialize our product portfolio, including our Core Product,
or if we experience delays in any of the foregoing, our business, financial conditions, results of
operations and prospects will be materially and adversely affected; clinical development of drug
products involves a lengthy, difficult and expensive process with uncertain outcomes, and results
of earlier clinical studies and trials may not be predictive of future trial results; if we are not able
to obtain, or experience delays in obtaining, required regulatory approvals, our ability to generate
SUMMARY
–1 2–


--- page 22 ---
revenue will be materially impaired; we may not make optimal resource allocation decisions to
pursue product candidates or indication with the best commercial potential; and the sales of our
commercialized product accounted for all of our revenue during the Track Record Period. If we are
unable to maintain the sales volume, pricing levels and profit margins, our business, financial
conditions and results of operations could be materially and adversely affected.
LISTING EXPENSES
Our listing expenses represent professional fees, underwriting commissions and other fees
incurred in connection with the Global Offering. Assuming an Offer Price of HK$22.6 per H Share,
we estimated that the total listing expenses for the Global Offering are approximately HK$101.9
million, accounting for approximately 7.9% of the gross proceeds from the Global Offering
(assuming no H Shares are issued pursuant to the Over-allotment Option), of which approximately
HK$44.2 million is expected to be charged to our consolidated statements of profit or loss and other
comprehensive income upon the completion of the Global Offering, and approximately HK$57.7
million is expected to be accounted for as a deduction from equity upon the completion of Global
Offering. The above expenses comprise of (i) underwriting-related expenses, including
underwriting commission and other expenses, of HK$51.3 million; and (ii) non-underwriting-
related expenses of HK$50.6 million, including (a) fee paid and payable to legal advisers and
reporting accountants of HK$32.0 million, and (b) other fees and expenses of HK$18.6 million. The
listing expenses above are the latest practicable estimate for reference only, and the actual amount
may differ from this estimate.
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, up to the date of this Prospectus, there has been no material
adverse change in our financial, operational or trading positions or prospects since December 31,
2025, being the end of the period reported on as set out in the Accountants’ Report included in
Appendix I to this Prospectus. We expect to incur a net loss for the year ending December 31, 2026,
because we continue to incur research and development and share-based payment expenses as well
as listing expenses for the Global Offering.
SUMMARY
–1 3–


--- page 23 ---
In this Prospectus, unless the context otherwise requires, the following terms shall have
the meanings set out below. Certain other terms are explained in the section headed
“Glossary of Technical Terms” in this Prospectus.
“Accountants’ Report” the accountants’ report prepared by Ernst & Y oung, details of which
are set out in Appendix I
“affiliate(s)” with respect to any specified person, any other person, directly or
indirectly, controlling or controlled by or under direct or indirect
common control with such specified person
“AFRC” the Accounting and Financial Reporting Council of Hong Kong
“AIC Party(ies)” Aleyuan Inc., Dr. Gavin Xia, AleyuanGX, Dr. Tian, AleyuanJT,
Aleyuan Limited, Shanghai Chunyuan, Y angzhou Liyue, Ms. Wang
Y un and Dr. Zhang Huading
“Alebund Cayman” Alebund Biotech Inc., a limited liability company incorporated in the
Cayman Islands on August 21, 2019, being the holding company of
our Group from 2019 to 2024, which was deregistered on February 28,
2025
“Alebund HK” Alebund Pharmaceuticals (Hong Kong) Limited ( ᓿԞᔼᖹ(ಥ)ࠢ
ʮ̡), a limited company incorporated in Hong Kong on January 23,
2019 and a wholly-owned subsidiary of our Company
“Alebund Shanghai” Alebund Pharmaceuticals (Shanghai) Co., Ltd. ( ᓿԞᖹุ(ɪऎ)ࠢ
ʮ̡), a limited liability company incorporated in the PRC on July 25,
2022 and a wholly-owned subsidiary of our Company
“Alebund Y angzhou” Alebund Pharmaceuticals Manufacturing (Y angzhou) Co., Ltd. ( ᓿԞ
Ⴁᖹ(౮ψ)ʮ̡), a limited liability company incorporated in the
PRC on May 13, 2024 and a wholly-owned subsidiary of our
Company
“AleyuanGX” AleyuanGX Limited, a BVI business company incorporated in the
British Virgin Islands on February 22, 2024 and wholly-owned by Dr.
Gavin Xia, an AIC Party and a member of our Single Largest
Shareholders Group
“AleyuanJT” AleyuanJT Limited, a BVI business company incorporated in the
British Virgin Islands on February 22, 2024 and wholly-owned by Dr.
Tian, an AIC Party and a member of our Single Largest Shareholders
Group
“Aleyuan Inc.” Aleyuan Inc., an exempted company incorporated in the Cayman
Islands with limited liability on August 31, 2018, serving as a founder
holding company and is owned as to 50% by each of AleyuanGX and
AleyuanJT as of the Latest Practicable Date. It is also an AIC Party
and a member of our Single Largest Shareholders Group
DEFINITIONS
–1 4–


--- page 24 ---
“Aleyuan Limited” Aleyuan Limited, a BVI business company incorporated in the British
Virgin Islands on January 11, 2019, serving as an early-stage
investment platform and is an AIC Party and a member of our Single
Largest Shareholders Group. As of the Latest Practicable Date,
Aleyuan Limited was owned as to approximately 31.55% by
AleyuanGX, 16.29% by AleyuanJT, and the remainder by three
Independent Third Parties, none of whom held 30% or more of its
equity interests
“Articles of Association”
or “Articles”
the articles of association of our Company, as amended, which shall
become effective on the Listing Date, as amended from time to time,
a summary of which is set out in Appendix IV
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of the Board
“BCeGFR” BCeGFR Limited, a company incorporated in the British Virgin
Islands, in which AleyuanGX, a wholly-owned entity of Dr. Gavin
Xia, held the only voting share as of the Latest Practicable Date and
thus controlled BCeGFR. BCeGFR is a member of our Single Largest
Shareholders Group
“Board” or “our Board” 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
Intermediaries” or
“capital market
intermediary(ies)” or
“CMI(s)”
the capital market intermediaries named in “Directors and Parties
Involved in the Global Offering”
“Cayman Companies Act”
or “Companies Act”
the Companies Act (Revised) of the Cayman Islands, as amended,
supplemented or modified from time to time
“CCASS” the Central Clearing and Settlement System established and operated
by HKSCC
“CDA” China Drug Administration (္ຖ၍ଣᐼ҅)
“CDE” Center for Drug Evaluation (ᄲ൙ʕː)
“Chairman” the chairman of the Board
“China”, “Chinese
Mainland” or “PRC”
the People’s Republic of China which, for the purpose of this
Prospectus and for geographical reference only, excluding Hong Kong
Special Administrative Region of the People’s Republic of China,
Macau Special Administrative Region of the People’s Republic of
China, and Taiwan Region
DEFINITIONS
–1 5–


--- page 25 ---
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as
amended, supplemented or otherwise modified from time to time
“Companies (Winding Up
and Miscellaneous
Provisions) Ordinance”
the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong) as amended,
supplemented or otherwise modified from time to time
“Company”, “our
Company”, or “the
Company”
Alebund Pharmaceuticals (Jiangsu) Limited ( ᓿԞᔼᖹ(Ϫᘽ)΅Ϟ
ʮ̡), a limited liability company established in the PRC on May
20, 2021 and converted into a joint stock company with limited
liability on October 10, 2025
“Compliance Adviser” Somerley Capital Limited
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“connected
transaction(s)”
has the meaning ascribed thereto under the Listing Rules
“core connected
person(s)”
has the meaning ascribed thereto under the Listing Rules
“Core Product” has the meaning ascribed thereto under Chapter 18A of the Listing
Rules and in this context, refers to AP301
“Corporate Governance
Code”
the Corporate Governance Code set out in Appendix C1 to the Listing
Rules
“CSRC” the China Securities Regulatory Commission (ࡰ
ึ)
“Director(s)” or “our
Director(s)”
the director(s) of our Company
“Dr. Tian” Jin Tian, M.D., our co-founder, executive Director, chief medical
officer, an AIC Party and a member of our Single Largest
Shareholders Group
“Dr. Gavin Xia” Dr. Gavin Guoyao Xia, our co-founder, chairman of the Board,
executive Director, chief executive officer, an AIC Party and a
member of our Single Largest Shareholders Group
“EIT” the PRC enterprise income tax
“Employee Incentive
Platform(s)”
Y angzhou Liyue and Shanghai Y uanyue, and relevant sub-platforms
established under the Employee Incentive Platforms, including
Shanghai Y uanyuyue, Shanghai Y uanxuanyue, Shanghai Y uantianyue
and Shanghai Y uanhuangyue, or any one of them as the context may
require
DEFINITIONS
–1 6–


--- page 26 ---
“Exchange Participant” a person (a) who, in accordance with the Rules of the Hong Kong
Stock Exchange, may trade on or through the Hong Kong Stock
Exchange; and (b) whose name is entered in a list, register or roll kept
by the Hong Kong Stock Exchange as a person who may trade on or
through the Hong Kong Stock Exchange
“Extreme Conditions” extreme conditions caused by a super typhoon as announced by the
government of Hong Kong
“FDA” the Food and Drug Administration of the U.S.
“FINI” Fast Interface for New Issuance, a digital 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 in Hong Kong
“Fortuna” Fortuna Limited, a limited company incorporated in the British Virgin
Islands, in which AleyuanGX, a wholly-owned entity of Dr. Gavin
Xia, holds the only voting share and thus controls Fortuna. Fortuna is
a member of our Single Largest Shareholders Group
“General Rules of
HKSCC”
the General Rules of HKSCC as may be amended or modified from
time to time and where the context so permits, shall include the
HKSCC Operational Procedures
“Global Offering” the Hong Kong Public Offering and the International Offering
“Group”, “our Group”,
“our”, “we” or “us”
our Company and our subsidiaries (or our Company and any one or
more of its subsidiaries, as the context may require), and where the
context requires, in respect of the period prior to our Company
becoming the holding company of its present subsidiaries, such
present subsidiaries and the businesses carried on by such present
subsidiaries as if they were subsidiaries of our Company at the
relevant time
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants issued by the Hong Kong Stock
Exchange effective from January 1, 2024
“H Share(s)” overseas listed foreign share(s) in the share capital of our Company
with a nominal value of RMB1.00 each, which is/are to be subscribed
for and traded in HK dollars and to be listed on the Hong Kong Stock
Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“HK$” or “Hong Kong
Dollars” or “HK
Dollars” and “HK
cents”
Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly-owned
subsidiary of Hong Kong Exchanges and Clearing Limited
DEFINITIONS
–1 7–


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“HKSCC EIPO ” the application for Hong Kong Offer Shares to be issued in the name
of HKSCC Nominees and deposited directly into CCASS to be
credited to your or a designated HKSCC Participant’s stock account
through causing HKSCC Nominees to apply on your behalf, including
by instructing your broker or custodian who is an HKSCC Participant
to give electronic application instructions via HKSCC’s FINI system
to apply for Hong Kong Offer Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly owned subsidiary of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the practices,
procedures and administrative or other requirements relating to
HKSCC’s services and the operations and functions of CCASS, FINI
or any other platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time to time in
force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct clearing
participant, a general clearing participant or a custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Offer
Shares”
5,675,600 Shares initially offered by our Company for subscription at
the Offer Price (plus brokerage, AFRC transaction levy, SFC
transaction levy and Stock Exchange trading fee) pursuant to the Hong
Kong Public Offering (subject to reallocation described in the section
headed “Structure of the Global Offering”)
“Hong Kong Public
Offering”
the offering of the Hong Kong Offer Shares for subscription by the
public in Hong Kong (subject to reallocation as described in the
section headed “Structure of the Global Offering”) at the Offer Price
(plus brokerage, SFC transaction levy, Hong Kong Stock Exchange
trading fee and AFRC transaction levy), on and subject to the terms
and conditions described in the section headed “Structure of the
Global Offering”
“Hong Kong Stock
Exchange” or “Stock
Exchange”
The Stock Exchange of Hong Kong Limited, a wholly owned
subsidiary of Hong Kong Exchange and Clearing Limited
“Hong Kong Takeovers
Code” or “Takeovers
Code”
the Codes on Takeovers and Mergers and Share Buy-backs issued by
the SFC, as amended, supplemented or otherwise modified from time
to time
“Hong Kong
Underwriters”
the underwriters listed in “Underwriting — Hong Kong
Underwriters”, being the underwriters of the Hong Kong Public
Offering
“Hong Kong
Underwriting
Agreement”
the underwriting agreement dated June 17, 2026, relating to the Hong
Kong Public Offering entered into by, among other parties, our
Company, the members of our Single Largest Shareholders Group, the
Joint Sponsors, the Joint Representatives (for themselves and on
behalf of the Hong Kong Underwriters), and the Hong Kong
Underwriters as further described in “Underwriting — Underwriting
Arrangements and Expenses — Hong Kong Public Offering — Hong
Kong Underwriting Agreement”
DEFINITIONS
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“Independent Third
Party(ies)”
any entity(ies) or person(s) who is not a connected person of our
Company within the meaning of the Hong Kong Listing Rules
“Industry Consultant” or
“CIC”
China Insights Industry Consultancy Limited, our industry consultant,
an independent market research and consulting company
“International Offer
Shares”
the 51,079,800 Shares initially offered by our Company pursuant to
the International Offering (subject to reallocation as described in the
section headed “Structure of the Global Offering”) together with any
additional H Shares which may be allotted and issued by our Company
pursuant to the exercise of the Over-allotment Option
“International Offering” the conditional placing of the International Offer Shares by the
International Underwriters at the Offer Price (plus brokerage, AFRC
transaction levy, SFC transaction levy, and Stock Exchange trading
fee) outside the United States in offshore transactions in reliance on
Regulation S and in the United States to QIBs only in reliance on Rule
144A or any other available exemption from the registration
requirements under the U.S. Securities Act, in each case on and
subject to the terms and conditions described in the section headed
“Structure of the Global Offering — The International Offering”
“International
Underwriters”
the group of international underwriters who are expected to enter into
the International Underwriting Agreement to underwrite the
International Offering
“International
Underwriting
Agreement”
the underwriting agreement relating to the International Offering
expected to be entered into on or around Thursday, June 25, 2026 by,
among others, our Company, the members of our Single Largest
Shareholders Group, the Joint Sponsors, the Joint Representatives (for
themselves and on behalf of the International Underwriters), and the
International Underwriters
“Joint Bookrunners” the joint bookrunners named in “Directors and Parties Involved in the
Global Offering”
“Joint Global
Coordinators”
the joint global coordinators named in “Directors and Parties Involved
in the Global Offering”
“Joint Lead Managers” the joint lead managers named in “Directors and Parties Involved in
the Global Offering”
“Joint Representatives” the joint representatives named in “Directors and Parties Involved in
the Global Offering”
“Joint Sponsors” the joint sponsors named in “Directors and Parties Involved in the
Global Offering”
“Latest Practicable Date” June 12, 2026, being the latest practicable date for the purpose of
ascertaining certain information contained in this Prospectus prior to
its publication
DEFINITIONS
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“Listing” the listing of our H Shares on the Main Board
“Listing Committee” the listing committee of the Hong Kong Stock Exchange
“Listing Date” the date, expected to be on or about Monday, June 29, 2026, on which
the H Shares are to be listed and on which dealings in the Shares are
to be first permitted to take place on the Hong Kong Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited, as amended, supplemented or otherwise
modified from time to time
“Main Board” the stock exchange (excluding the option market) operated by the
Hong Kong Stock Exchange which is independent from and operated
in parallel with the GEM of the Hong Kong Stock Exchange
“MOFCOM” or “Ministry
of Commerce”
the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅)
(formerly known as the Ministry of Foreign Trade and Economic
Cooperation of the PRC (௅))
“NDRC” the National Development and Reform Commission ( ʕശɛ͏΍ձ਷
ึ)
“NHC” the National Health Commission of the PRC (ሊ
ึ)
“NMPA” the National Medical Products Administration of China (္
ຖ၍ଣ҅) or, where the context so requires, its predecessor, the China
Food and Drug Administration (္ຖ၍ଣᐼ҅), or
CFDA
“Nomination Committee” the nomination committee of the Board
“NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍ձ਷Ό਷ɛ͏
ɽึ)
“Offer Price” HK$22.60, being the offer price per Offer Share (exclusive of
brokerage fee of 1%, SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565% and AFRC transaction levy of
0.00015%) at which the Offer Shares are to be subscribed for and
issued pursuant to the Global Offering, as described in “Structure of
the Global Offering — Pricing and Allocation”
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer Shares, as the
context may require
“Onshore AIC
Agreement”
the acting in concert agreement dated June 15, 2024 entered into
between the AIC Parties
“Overall Coordinators” the overall coordinators named in “Directors and Parties Involved in
the Global Offering”
DEFINITIONS
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“Over-allotment Option” the option granted by us to the International Underwriters, exercisable
by the Joint Representatives (on behalf of the International
Underwriters) pursuant to the International Underwriting Agreement,
to require our Company to allot and issue up to an aggregate of
8,513,300 additional H Shares at the Offer Price, representing 15% of
the Offer Shares initially available under the Global Offering, to
cover, among other things, over-allocations in the International
Offering, if any, exercisable at any time from the date of the
International Underwriting Agreement up to (and including) the date
which is the 30th day from the last day for lodging of applications
under the Hong Kong Public Offering
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central bank of the
PRC
“PRC Company Law” Company Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷ʮ
ج)
PRC GAAP” generally accepted accounting principles in the PRC
“PRC Legal Adviser” Zhong Lun Law Firm, our legal adviser on PRC laws in connection
with the Global Offering
“Pre-IPO Equity
Incentive Plan”
the pre-IPO equity incentive plan of the Company effective from
August 26, 2025
“Pre-IPO Investor(s)” the investor(s) making investments in our Group prior to this initial
public offering as set out in “History, Development, and Corporate
Structure — Pre-IPO Investments — Overview”
“Pre-IPO Investment(s)” the investment(s) in our Group undertaken by the Pre-IPO Investors
prior to this initial public offering, the details of which are set out in
“History, Development, and Corporate Structure”
“Prospectus” this prospectus being issued in connection with the Hong Kong Public
Offering
“QIB” a qualified institutional buyer within the meaning of Rule 144A
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration and
Appraisal Committee”
the remuneration and appraisal committee of the Board
“Renminbi” or “RMB” the lawful currency of the PRC
“Rule 144A” Rule 144A under the U.S. Securities Act
“SAFE” the State Administration of Foreign Exchange of the PRC ( ʕശɛ͏
̮ි၍ଣ҅)
DEFINITIONS
–2 1–


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“SAIC” the State Administration of Industry and Commerce of the PRC ( ʕശ
၍ଣᐼ҅), which has now been merged into
the SAMR
“SAMR” the State Administration for Market Regulation of the PRC ( ʕശɛ͏
̹ఙ္ຖ၍ଣᐼ҅)
“SA T” the State Taxation Administration of the PRC (೼
ਕᐼ҅)
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” or “Securities and
Futures Ordinance”
the Securities and Futures Ordinance, Chapter 571 of the Laws of
Hong Kong, as amended, supplemented or otherwise modified from
time to time
“Shanghai Alebund” Shanghai Alebund Pharmaceuticals Limited (ࠢ
ʮ̡), a limited liability company incorporated in the PRC on April
23, 2018, being the holding company of our Group from 2018 to 2019
and currently a wholly-owned subsidiary of our Company
“Shanghai Alezyme” Shanghai Alezyme Pharmaceuticals Ltd. (ʮ
̡), a limited liability company incorporated in the PRC on January 4,
2022 and a wholly-owned subsidiary of Shanghai Alebund
“Shanghai Chunyuan” Shanghai Chunyuan Pharmaceutical Technology Partnership (Limited
Partnership) (ҦΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on January 7, 2020 whose general
partner is Dr. Shu Chutian ( ബู˂). Serving as an employee
investment platform, Shanghai Chunyuan is also an AIC Party and a
member of our Single Largest Shareholders Group. Ms. Wang Y un ( ӓ
׽our executive Director, also holds approximately 27.14%
partnership interest in Shanghai Chunyuan as a limited partner
“Shanghai
Y uanhuangyue”
Shanghai Y uanhuangyue Consulting Management Partnership
(Limited Partnership) (ፔ༔၍ଣΥྫΆุ(Υྫ)), a
limited partnership established in the PRC on August 8, 2025, a
sub-platform established under Shanghai Y uanyue, an Employee
Shareholding Platform, pursuant to the Pre-IPO Equity Incentive Plan
“Shanghai Y uantianyue” Shanghai Y uantianyue Consulting Management Partnership (Limited
Partnership) (ፔ༔၍ଣΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on August 15, 2025, a sub-platform
established under Shanghai Y uanyue, an Employee Shareholding
Platform, pursuant to the Pre-IPO Equity Incentive Plan
“Shanghai Y uanxuanyue” Shanghai Y uanxuanyue Consulting Management Partnership (Limited
Partnership) (ፔ༔၍ଣΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on August 8, 2025, a sub-platform
established under Shanghai Y uanyue, an Employee Incentive
Platform, pursuant to the Pre-IPO Equity Incentive Plan
DEFINITIONS
–2 2–


--- page 32 ---
“Shanghai Y uanyue” Shanghai Y uanyue Consulting Management Partnership (Limited
Partnership) (ፔ༔၍ଣΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on December 19, 2024, whose
general partner is AleyuanGX, an Employee Incentive Platform
implementing the Pre-IPO Equity Incentive Plan, an AIC Party and a
member of our Single Largest Shareholders Group
“Shanghai Y uanyuyue” Shanghai Y uanyuyue Consulting Management Partnership (Limited
Partnership) (ፔ༔၍ଣΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on August 8, 2025, a sub-platform
established under Shanghai Y uanyue, an Employee Incentive
Platform, pursuant to the Pre-IPO Equity Incentive Plan
“Share(s)” ordinary share(s) in the capital of our Company with a nominal value
of RMB1.00 each
“Shareholder(s)” holder(s) of our Share(s)
“Single Largest
Shareholders Group”
comprises (i) the AIC Parties, namely Aleyuan Inc., Dr. Gavin Xia,
AleyuanGX, Dr. Tian, AleyuanJT, Aleyuan Limited, Shanghai
Chunyuan, Y angzhou Liyue, Ms. Wang Y un, Dr. Zhang Huading, (ii)
Shanghai Y uanyue, BCeGFR and Fortuna (each being a controlled
entity of Dr. Gavin Xia) and (iii) Dr. Shu Chutian (being the general
partner of Shanghai Chunyuan)
“Sophisticated
Investor(s)”
has the meaning ascribed to it under Chapter 2.3 of the Guide for New
Listing Applicants
“Sponsor-OCs” the sponsor-overall coordinators as named in “Directors and Parties
Involved in the Global Offering”
“Stabilizing Manager” Jefferies Hong Kong Limited
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“subsidiary(ies)” has the meaning ascribed to it in section 15 of the Companies
Ordinance
“substantial
shareholder(s)”
has the meaning ascribed to it under the Listing Rules
“Track Record Period” the financial years ended December 31, 2024 and 2025
“U.S. Government” the federal government of the United States, including its executive,
legislative and judicial branches
“U.S. persons” U.S. persons as defined in Regulation S
“U.S. Securities Act” United States Securities Act of 1933, as amended, supplemented or
otherwise modified from time to time
DEFINITIONS
–2 3–


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“Underwriters” the Hong Kong Underwriters and/or the International Underwriters, as
the context may require
“Underwriting
Agreements”
the Hong Kong Underwriting Agreement and/or the International
Underwriting Agreement, as the context may require
“United States”, “USA”
or “U.S.”
the United States of America, its territories, its possessions and all
areas subject to its jurisdiction
“US$” or “U.S. dollars” United States dollars, the lawful currency of the United States
“V A T” value-added tax
“White Form eIPO ” the application for Hong Kong Offer Shares to be issued in the
applicant’s own name, submitted online through the designated
website of the White Form eIPO Service Provider, at
www.eipo.com.hk
“White Form eIPO
Service Provider”
Computershare Hong Kong Investor Services Limited
“Y angzhou Liyue” Y angzhou Liyue Consulting Management Partnership (Limited
Partnership) (ፔ༔၍ଣΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on March 19, 2024, whose general
partner is AleyuanGX, an Employee Incentive Platform implementing
the Pre-IPO Equity Incentive Plan, an AIC Party and a member of our
Single Largest Shareholders Group
“%” per cent
Certain amounts and percentage figures included in this Prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them.
DEFINITIONS
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This glossary of technical terms contains explanations of certain technical terms used
in this Prospectus in connection with our Group and our business. These terms and their
meanings may not correspond to standard industry meanings or usage of these terms.
“ACE” angiotensin-converting enzyme, a central component of the renin-
angiotensin system that controls blood pressure
“ADA” Anti-drug antibody, an antibody produced by body immune system in
response to a therapeutic drug and impact treatment efficacy
“ADPKD” autosomal dominant polycystic kidney disease, a genetic disorder
characterized by the progressive development of fluid-filled cysts in both
kidneys, which leads to enlarged kidneys and gradual loss of kidney
function
“AE” adverse event, any untoward medical occurrences in a patient or clinical
investigation subject who has been administered with a drug or other
pharmaceutical product during clinical trials and which does not
necessarily have a causal relationship with the treatment
“AESI” adverse event of special interest, a special type of adverse event that is
under particular scientific or medical concern
“AIS” acute ischemic stroke, a medical emergency caused by a sudden blockage
of blood flow to the brain, leading to the death of brain cells
“AKI” acute kidney injury, a sudden damage to the kidneys that causes them to
not work properly
“API” active pharmaceutical ingredient, a main ingredient in a medicine that
causes the desired effect of the medicine
“APRIL” a proliferation-inducing ligand, a member of the tumor necrosis factor
superfamily that plays a key role in the regulation of activated B cells,
the survival of long-lived plasma cells, and immunoglobulin isotype
class switching
“BAFF” B-cell activating factor, a cell survival and maturation factor for B cells
“BTD” Breakthrough Therapy Designation
“CKD” chronic kidney disease, a variety of pathophysiologic conditions in
which the kidney is damaged and loses its function
“CKD-MBD” chronic kidney disease-mineral and bone disorder, a disorder that can
affect the bones, heart, and blood vessels of a person with CKD. Patients’
kidneys damaged by CKD can’t filter blood and regulate hormones
properly. The hormone levels and levels of minerals, such as calcium and
phosphorus, thus become imbalanced and lead to damage.
GLOSSARY OF TECHNICAL TERMS
–2 5–


--- page 35 ---
“CNI” calcineurin inhibitor, an immunosuppressive drug that works by blocking
the enzyme calcineurin to prevent the activation and proliferation of
T-cells
“CRU” clinical research unit, a specialized facility that provides infrastructure
and support for conducting clinical research and trials
“CVD” cardiovascular disease, a general term for conditions affecting the heart
or blood vessels
“DKD” diabetic kidney disease, kidney damage caused by diabetes
“ECG” electrocardiogram, a recording of the heart’s electrical activity through
repeated cardiac cycles
“eGFR” estimated glomerular filtration rate, a measure of the kidney function
“EPO” Erythropoietin, a hormone produced mainly by the kidneys that
stimulates the bone marrow to produce red blood cells
“ERA” European Renal Association
“ESA” erythropoiesis-stimulating agent, a substance that stimulates the bone
marrow to make more red blood cells
“ESRD” end stage renal disease, the last stage of long-term chronic kidney
disease, with permanent kidney failure that requires a regular course of
dialysis or a kidney transplant
“FSGS” focal segmental glomerulosclerosis, where scar tissue develops in the
glomeruli
“Gd-IgA1” galactose-deficient IgA1, a form of IgA1 where the sugar galactose is
missing from its O-glycan structure
“GFR” glomerular filtration rate, the flow rate of filtered fluid through the
kidney
“GI” gastrointestinal
“GLP-1” glucagon-like peptide-1, a hormone produced in the gut and released in
response to food, causing reduced appetite and the release of insulin
“Grade” term used to refer to the severity of adverse events according to Common
Terminology Criteria for Adverse Events, using Grade 1, Grade 2, Grade
3, etc.
“hemodynamic” Referring to the forces and flow of blood within the circulatory system
GLOSSARY OF TECHNICAL TERMS
–2 6–


--- page 36 ---
“HIF-PH” hypoxia-inducible factor prolyl hydroxylase, an enzyme that regulates
the stability of hypoxia-inducible factor, a protein critical for the body’s
response to low oxygen
“hyperphosphatemia” abnormally high serum phosphate levels in the blood
“IgA” immunoglobulin A, a type of antibody found in mucous membranes and
body fluids that protects the body from germs and toxins
“IgAN” IgA nephropathy, a kidney disease in which IgA antibodies build up
abnormally, leading to kidney damage or kidney failure
“IV” Intravenous, into or within a vein
“KDIGO” Kidney Disease Improving Global Outcomes, a global nonprofit
organization developing and implementing evidence-based clinical
practice guidelines in kidney disease
“K/DOQI” Kidney Disease Outcomes Quality Initiative, a program developed by the
National Kidney Foundation, patient-focused non-profit organization
dedicated to the prevention, treatment, and diagnosis of kidney disease
established in the U.S. in 1964, to create evidence-based clinical practice
guidelines for the care of patients with chronic kidney disease
“KOL” key opinion leader
“LN” lupus nephritis, an autoimmune inflammation of the kidney caused by
systemic lupus erythematosus
“LoE” loss of exclusivity, the point when a pharmaceutical company’s exclusive
legal rights to a drug, typically granted by patent, expire, allowing
generic or biosimilar manufacturers to enter the market with cheaper
alternatives
“maintenance
hemodialysis”
a form of life support for patients with advanced chronic kidney disease
“MAD” multiple ascending dose, a type of Phase I clinical study designed to
evaluate the safety and tolerability of repeat doses of the investigational
drug over a specified period
“M.D.” Doctor of Medicine, a professional medical degree
“MBD” mineral and bone disorder, a complication of chronic kidney disease
characterized by skeletal deformities, impaired vitamin D metabolism,
and disorganization in the growth plate, leading to growth failure and
increased risk of bone-related issues
“MN” membranous nephropathy, an autoimmune disorder in which immune
complexes deposit along the subepithelial region of the glomerular
basement membrane
GLOSSARY OF TECHNICAL TERMS
–2 7–


--- page 37 ---
“MPGN” membranoproliferative glomerulonephritis, a kidney disorder that
involves inflammation and changes to kidney cells, characterized by
mesangial cell proliferation and structural changes in glomerular
capillary walls
“NaPi-IIb” sodium-dependent phosphate transporter type IIb, a type of membrane
protein located in the apical membrane of proximal renal tubules,
responsible for the active transport of phosphate ions alongside sodium
ions, playing a critical role in renal phosphate handling and homeostasis
“NHE3” sodium/proton exchanger-3, the most abundant apical sodium transporter
in the renal tubule, responsible for reabsorbing 60-70% of filtered
sodium and bicarbonate in the proximal renal tubule
“NRDL” National Reimbursement Drug List, a list of drugs that are authorized by
central government agencies for reimbursement in China
“nsMRA” non-steroidal mineralocorticoid receptor antagonist, a type of medication
used to treat chronic kidney disease by blocking the effects of the
hormone aldosterone in the body
“ODD” orphan drug designation, a special status granted by a regulatory
authority to drugs that shows promise for treating, preventing, or
diagnosing rare diseases
“PEG” polyethylene glycol, a water-soluble, low-immunogenicity,
biocompatible polymer formed from ethylene glycol repeating units
“per-FTE” per full-time equivalent, a key metric used in healthcare revenue cycle
management to measure the productivity and efficiency of a healthcare
organization’s workforce
“peritoneal dialysis” a treatment for kidney failure that uses the lining of patient’s abdomen,
or belly, to filter the blood inside the patient’s body
“PD” Pharmacodynamics, the study of the biochemical, physiologic, and
molecular effects of drugs on the body
“PiT-1” phosphate transporter-1, Type I of a transporter protein that mediates the
transport of extracellular inorganic phosphate into cells, playing a crucial
role in regulating phosphate concentrations in bones and cartilage, as
well as influencing the differentiation of chondrocytes and osteoblasts
“PiT-2” phosphate transporter-2, Type II of a transporter protein that mediates the
transport of extracellular inorganic phosphate into cells, playing a crucial
role in regulating phosphate concentrations in bones and cartilage, as
well as influencing the differentiation of chondrocytes and osteoblasts
“PK” pharmacokinetics, the study of the bodily absorption, distribution,
metabolism, and excretion of drugs, which, together with
pharmacodynamics, influences dosing, benefit, and adverse effects of the
drug
GLOSSARY OF TECHNICAL TERMS
–2 8–


--- page 38 ---
“PoC” proof of concept
“PPAR” peroxisome proliferator-activated receptor, a ligand-activated
transcription factor within the nuclear receptor superfamily that is
activated by fatty acid metabolites and regulates various signaling
pathways, through ligand-dependent transrepression
“proteinuria” the presence of excess proteins in the urine
“RAS” renin-angiotensin system, the system of hormones, proteins, enzymes
and reactions that regulates the body’s blood pressure and blood volume
on a long-term basis
“renal anemia” a type of anemia that results from chronic kidney disease
“SAD” single ascending dose, a type of Phase I clinical study that aims to
determine the safety and tolerability of a single dose of the
investigational product
“SAE” serious adverse event, an adverse event that results in death, or is
life-threatening, or requires in-patient hospitalization or causes
prolongation of existing hospitalization, or results in persistent or
significant disability or incapacity, or is a congenital anomaly or birth
defect
“SGLT2” sodium-glucose cotransporter 2, a transporter protein that is mainly
expressed in the kidney and involved in the reabsorption of most glucose
in primary urine
“TEAE” treatment emergent adverse event, adverse events not present prior to
medical treatment, or an already present event that worsens either in
intensity or frequency following the treatment
“TGA” Therapeutic Goods Administration, Australia’s governmental authority
responsible for evaluating, assessing and monitoring products that are
defined as therapeutic goods
“TKV” total kidney volume, the sum of the volume of the left and right kidneys
GLOSSARY OF TECHNICAL TERMS
–2 9–


--- page 39 ---
We have included in this Prospectus forward-looking statements. Statements that are not
historical facts, including but not limited to statements about our intentions, beliefs, expectations
or predictions for the future, are forward-looking statements.
This Prospectus contains forward-looking statements and information relating to us and our
subsidiaries that are based on the beliefs of our management as well as assumptions made by and
information currently available to our management. When used in this Prospectus, the words “aim,”
“anticipate,” “aspire,” “believe,” “could,” “expect,” “going forward,” “intend,” “may,” “ought to,”
“plan,” “project,” “schedules,” “seek,” “should,” “target,” “vision,” “will,” “would,” and the
negative of these words and other similar expressions, as they relate to us or our management, are
intended to identify forward-looking statements. Such statements reflect the current views of our
management with respect to future events, operations, liquidity and capital resources, some of
which may not materialize or may change. These statements are subject to certain risks,
uncertainties and assumptions, including the risk factors as described in “Risk Factors” and
elsewhere in this Prospectus, some of which are beyond our control and may cause our actual
results, performance or achievements, or industry results, to be materially different from any future
results, performances or achievements expressed or implied by the forward-looking statements. Y ou
are strongly cautioned that reliance on any forward-looking statements involves known and
unknown risks and uncertainties. The risks and uncertainties facing us which could affect the
accuracy of forward-looking statements include, but are not limited to, the following: our operations
and business prospects; future developments, trends and conditions in the industries and markets in
which we operate or plan to operate; our product candidates under development or planning; the
timing and outcome of the applications for registration of our product candidates with the NMPA
and other regulators; general economic, political and business conditions in the markets in which
we operate, including but not limited to interest rates, foreign exchange rates; changes to the
regulatory environment in the industries and markets in which we operate; our ability to effectively
control costs and operating expenses; the ability of business partners to perform in accordance with
contractual terms and specifications; our ability to retain senior management and key personnel and
recruit qualified staff; our business strategies and plans to achieve these strategies, including our
service and geographic expansion plans; and all other risks and uncertainties described in “Risk
Factors”.
By their nature, certain disclosures relating to these and other risks are only estimates and
should one or more of these uncertainties or risks, among others, materialize, actual results may
vary materially from those estimated, anticipated or projected, as well as from historical results.
Specifically but without limitation, costs could increase, capital costs could increase, capital
investment could be delayed and anticipated improvements in performance might not be fully
realized.
Subject to the requirements of applicable laws, rules and regulations, we do not have any and
undertake no obligation to update or otherwise revise the forward-looking statements in this
Prospectus, whether as a result of new information, future events or otherwise. As a result of these
and other risks, uncertainties and assumptions, the forward-looking events and circumstances
discussed in this Prospectus might not occur in the way we expect or at all. Accordingly, you should
not place undue reliance on any forward-looking information. All forward-looking statements in
this Prospectus are qualified by reference to the cautionary statements in this section as well as the
risks and uncertainties discussed in the section headed “Risk Factors” in this Prospectus.
In this Prospectus, statements of or references to our intentions or those of our Directors are
made as of the date of this Prospectus. Any such information may change in light of future
developments.
FORW ARD-LOOKING STATEMENTS
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An investment in our Shares involves significant risks. You should carefully consider all
of the information in this Prospectus, including the risks and uncertainties described below,
as well as our financial statements and the related notes, and the “Financial Information”
section, before deciding to invest in our Shares. The following is a description of what we
consider to be our material risks. Any of the following risks could have a material adverse
effect on our business, financial conditions, operating results and growth prospects. In any
such event, the market price of our Shares could decline, and you may lose all or part of your
investment. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial also may impair our business operations.
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 headed “Forward Looking
Statements” in this Prospectus.
We believe there are certain risks and uncertainties involved in our operations, some of which
are beyond our control. We have categorized these risks and uncertainties into seven sections as
below. Additional risks and uncertainties that are presently not known to us or not expressed or
implied below or that we currently deem immaterial could also have a material and adverse effect
on our business, financial conditions, results of operations and prospects. Y ou should consider our
business and prospects in light of the challenges we face, including the ones discussed in this
section.
RISKS RELATING TO THE CLINICAL DEVELOPMENT AND REGULATORY
APPROV AL OF OUR PRODUCT AND PRODUCT CANDIDATES
If we are unable to successfully complete clinical development, obtain regulatory approval
and/or commercialize our product portfolio, including our Core Product, or if we experience
delays in any of the foregoing, our business, financial conditions, results of operations and
prospects will be materially and adversely affected.
We believe our future revenue and profitability will substantially depend on our ability to
complete the development of our product candidates, obtain requisite regulatory approvals and
successfully manufacture and commercialize our product portfolio. We have invested and expect to
continue to invest a significant portion of our efforts and capital resources in the development of
our existing product candidates. However, the development of product candidates can be
time-consuming and costly, and the outcome may be uncertain. The success of our product
candidates will depend on several factors, including (i) our successful enrollment of patients in and
completion of clinical trials, as well as completion of preclinical studies; (ii) our ability to
effectively and simultaneously design, manage and supervise a number and range of clinical trials
in multiple jurisdictions; (iii) our ability to reach agreements on acceptable terms with prospective
third-party service providers, whose performance complies with our protocols and applicable laws
and regulations that protect the integrity of the resulting data; (iv) favorable safety and efficacy data
from our clinical trials and other studies; (v) our receipt of regulatory approvals; (vi) establishing
sufficient commercial manufacturing capabilities; (vii) successfully launching our product
candidates, establishing and maintaining distribution network if and when approved; (viii)
capturing sufficient market share in competition with other products and product candidates; (ix)
allocating resources to pursue product candidates that prove to be more profitable or for which there
is a greater likelihood of success; (x) continued acceptable safety profile following regulatory
approvals; (xi) the sizes of the actual markets for our commercialized product and product
candidates are as we anticipated; (xii) our product and product candidates achieving the degree of
market acceptance by physicians, patients and others in the medical community; and (xiii) obtaining
favorable reimbursement from third-party payers for drugs, if and when approved.
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If we do not achieve one or more of these factors in a timely manner or at all, we could
experience significant delays in our ability or be unable to obtain approval for and/or to successfully
commercialize our product candidates, which would materially and adversely harm our business and
we may not be able to generate sufficient revenue and cash flow to continue our operations.
Some of our product candidates represent a significant improvement to the current approach
to renal therapeutics while some other drug candidates represent a differentiated approach to renal
therapeutics needs. Given their differentiated features, our product candidates may carry inherent
development risks that could result in delays and cost overruns in clinical development, regulatory
approvals or commercialization. The successful development of certain product candidates does not
guarantee the successful development of other product candidates. This may have a material and
adverse effect on future profits generated from our product candidates, which in turn may materially
and adversely affect our competitive position, business, financial conditions and results of
operations.
Clinical development of drug products involves a lengthy, difficult and expensive process with
uncertain outcomes, and results of earlier clinical studies and trials may not be predictive of
future trial results.
Clinical development is capital-intensive and may demand years of effort to complete, while
its outcomes are inherently uncertain and may not be favorable. We may encounter unexpected
difficulties while executing our clinical development plans for our product candidates. Failure can
occur at any time or stage during the clinical development process, which would result in a material
and adverse effect on our business, financial conditions and results of operations.
Furthermore, the results of preclinical studies and early clinical trials may not be predictive
of the success of later-phase clinical trials, and favorable initial or interim results of a clinical trial
do not necessarily indicate the success of final results. Interim data from clinical trials that we may
complete are subject to the risk that one or more of the clinical outcomes may materially change
as patient enrollment continues and more patient data become available. Preliminary data also
remain subject to verification procedures that may result in the final data being materially different
from the preliminary data we previously published. In addition, product candidates in later stages
of clinical trials may fail to show the desired safety and efficacy profiles despite having progressed
through preclinical studies and initial clinical trials. Many companies in the biopharmaceutical
industry have experienced significant setbacks in advanced clinical trials due to unsatisfactory
efficacy or adverse safety profiles, notwithstanding promising results in earlier trials.
There may be significant variability in safety or efficacy results among different trials of the
same drug candidate due to numerous factors, including changes in trial procedures set forth in
protocols, differences in sizes and demographics of the enrolled patients (such as genetic
differences and patient adherence to the dosage regimen) and the dropout rate among enrolled
patients in clinical trials. Differences in the number of clinical trial sites and countries involved may
also lead to variability among clinical trials. Therefore, the results of planned clinical trials or other
future clinical trials could be significantly different and deviate from our expectation, which could
result in delays in the completion of clinical trials, regulatory approvals and the commencement of
commercialization of our product candidates.
If we are not able to obtain, or experience delays in obtaining, required regulatory approvals,
our ability to generate revenue will be materially impaired.
To obtain regulatory approvals for any product candidate, we must demonstrate in pre-clinical
studies and well-controlled clinical trials, and, with respect to approval in China and the U.S., to
the satisfaction of the NMPA and the FDA that the product candidate is safe and effective for use
for that target indication and that manufacturing facilities, processes and controls are adequate. In
addition to pre-clinical and clinical data, the NDA must include significant information regarding
the chemistry, manufacturing and controls for the product candidate. Obtaining approval of the
NDA is a lengthy, expensive and uncertain process, and approval may not be obtained. Relevant
regulatory authorities may accept or reject the submission for filing.
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We have limited experience in filing for regulatory approvals for our product candidates, and
we have not yet demonstrated the ability to receive regulatory approval for our product candidates.
As a result, our ability to successfully obtain regulatory approval for our product candidates may
involve more inherent risk, take longer, and cost more than it would if we have more experience in
obtaining regulatory approvals.
Regulatory requirements and approval processes can vary widely from country to country and
could delay or prevent the introduction of our product candidates. Clinical trials conducted in one
country may not be accepted by regulatory authorities in other countries, and obtaining regulatory
approval in one country does not mean that regulatory approval will be obtained in any other
country. Seeking foreign regulatory approval could require additional nonclinical studies or clinical
trials, which could be costly and time-consuming. Other foreign regulatory approval processes may
include all or more of the risks associated with obtaining the NMPA and/or FDA approval, and we
may not obtain foreign regulatory approvals on a timely basis, if at all.
As reported publicly, the U.S. FDA underwent a workforce reduction affecting approximately
3,500 employees effective April 1, 2025. While the full impact of this development remains
uncertain, it has been suggested that the FDA ’s ability to issue new guidance, respond to regulatory
queries, or process applications in a timely manner may be affected in the short term. However,
according to public statements made by the U.S. Department of Health and Human Services, the
layoffs are not expected to affect personnel directly responsible for reviewing or inspecting medical
products and food.
As of the Latest Practicable Date, the progress of our R&D activities in the U.S. had not been
materially impacted by the workforce reduction in the FDA or other U.S. government agencies. Our
principal R&D activities in the United States include: the ongoing multi-regional Phase III clinical
trial of AP301; the planned multi-regional Phase IIb clinical trial of AP306; and the planned Phase
II clinical trials of AP303. Given the FDA workforce reduction is a relatively new development, we
cannot predict whether or to what extent the FDA workforce reduction may affect the review
timeline or outcome of our IND application or other future regulatory interactions.
We rely on our current and potential business partners’ willingness and ability to develop and
commercialize our product and product candidates as contemplated in our collaboration
agreements.
We rely on our current and potential business partners in various aspects, including to
undertake research and development programs and conduct clinical trials, manage or assist with the
regulatory filings and approval process, and to assist with our commercialization efforts.
Our current and potential business partners have certain discretion regarding whether and on
what timeline to pursue the planned activities and the quantity and nature of resources devoted to
the development, commercialization, marketing and distribution of our product or product
candidates. There can be no assurance that our current or potential business partners may perform
their obligations under our agreements to our satisfaction. Consequently, our clinical trials may be
extended, delayed or terminated, we may not be able to obtain regulatory approvals for, or
successfully commercialize, our product candidates. For example, CROs and clinical investigators
may fail to duly perform their contractual obligations or meet expected timelines; the scale, quality
or accuracy of the clinical data they obtain is compromised due to their failure to adhere to our
clinical protocols, regulatory requirements or for other reasons. They may fail to maintain necessary
licenses or comply with the applicable GCP , the clinical data generated in our clinical trials may be
deemed unreliable and relevant regulatory authorities may require us to repeat or perform additional
clinical trials before approving our marketing applications.
Switching or adding additional business partners involves additional cost and delays, which
can significantly influence our ability to meet our desired clinical development and
commercialization timelines. Our business partners may terminate the collaboration agreements
prior to the expiry of contemplated terms or seek to change the terms of the collaboration
agreements with adverse impact to us. The occurrence of any of the above events could significantly
impact the development and commercialization of our product candidates and our business,
financial conditions and results of operations could be materially and adversely affected.
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If we cannot maintain or develop clinical collaborations and relationships with our principal
investigators, key opinion leaders, physicians, experts and leading hospitals, our business,
financial conditions and results of operations could be adversely affected.
Our relationships with principal investigators (“ PIs”), key opinion leaders (“ KOLs ”),
physicians, experts and leading hospitals play important roles in our research and development and
future marketing activities. We have established extensive interaction channels with PIs, KOLs,
physicians, experts and leading hospitals to gain first-hand knowledge of clinical needs and clinical
practice trends, which is critical to our ability to develop new market-responsive drugs.
However, we cannot assure you that we will be able to maintain or strengthen our clinical
collaborations and relationships with such PIs, KOLs, physicians, experts and leading hospitals, or
that our efforts to maintain or strengthen such relationships will yield the successful development
and marketing of new products. These business partners may leave their roles, change their business
or practice focus, choose to no longer cooperate with us or cooperate with our competitors instead.
Even if they continue to cooperate with us, their market insights and perceptions, which we take
into account in our research and development process, may be inaccurate or misleading. Moreover,
we cannot assure you that our academic promotion and scientific focused commercialization
strategy will continue to serve as an effective marketing strategy. Business partners may no longer
want to collaborate with us and our marketing strategy may no longer be able to yield results that
are commensurate with our efforts spent. If we are unable to develop new product candidates or
generate returns from our relationships with business partners as anticipated, or at all, our business,
financial conditions and results of operations may be materially and adversely affected.
We may face competition from drug manufacturers who may commercialize competing
products that are more effectively marketed or cost less than ours, or receive regulatory
approval or reach the market earlier.
We face competition from existing drugs and drug candidates under development in the global
renal disease market. Competition in therapeutic areas such as CKD diseases, indications and
complications, to which our Core Product AP301, AP303 and AP306 belong, is increasingly intense
given the abundance of existing CKD treatment options, the emergence of new CKD treatment
options as well as the growing attention from multinational companies on renal diseases. For
details, see “Industry Overview — Overview Of Chronic Kidney Disease And Therapeutic
Landscapes.”
Our commercial opportunities may be adversely impacted if our competitors develop and
commercialize drugs that are safer, more effective, more convenient, or less expensive than any of
the drug products that we may develop or commercialize. Our competitors may obtain approval
from relevant regulatory authorities for their drugs more quickly than we do, which could result in
our competitors establishing a strong market position before we are able to enter the market. This
may render our product candidates obsolete or less competitive before we can recover the expenses
of developing and commercializing our product candidates.
Many of the companies against which we are competing or against which we may compete in
the future have greater financial, technical and human resources and expertise in research and
development, manufacturing, clinical trials, obtaining regulatory approvals and marketing approved
drug products than we do. Smaller and other early-stage companies may also prove to be significant
competitors, particularly through collaborative arrangements with large and established companies.
Additional mergers and acquisitions in the pharmaceutical industries may result in even more
resources being concentrated among a smaller number of competitors. These third parties compete
with us in recruiting and retaining qualified scientific and management personnel, establishing
clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies
complementary to, or necessary for, our programs.
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If we encounter difficulties enrolling participants in our clinical trials, our clinical
development activities could be delayed or otherwise adversely affected.
The timely completion of clinical trials in accordance with requisite protocols depends, among
other things, on our ability to enroll enough participants who remain in the trials until their
conclusion. We may experience difficulties in participant enrollment in our clinical trials for a
variety of reasons, including the size and nature of the patient population, the patient eligibility
criteria defined in the clinical trial protocol, the resources we invest to facilitate timely subject
enrollment in our clinical trials and the efforts made by trial execution personnel including our
CROs to screen and recruit eligible subjects, among others.
In addition, our clinical trials may compete with other clinical trials for drug candidates that
are in the same therapeutic areas as our product candidates. Such competition will likely reduce the
number and types of patients available to us, because some patients may instead opt to enroll in a
trial being conducted by one of our competitors. Even if we are able to enroll a sufficient number
of subjects in our clinical trials, delays in subject enrollment may result in increased costs or may
affect the timing or outcome of the planned clinical trials, which could delay or prevent the
completion of these trials and adversely affect our ability to advance the development of our
product candidates.
We invest substantial human and capital resources in research and development to develop
our product candidates, but we cannot guarantee that such efforts will lead to successful
outcomes.
To keep pace with the vibrant development of the renal disease treatment industry, we have
invested substantial capital, time, human and other resources to develop our product candidates,
strengthen our technical capabilities in the development and manufacture of our product candidates,
identify new technological and commercialization opportunities and obtain proper intellectual
property protection. For example, in 2024 and 2025, our research and development expenses were
RMB235.4 million and RMB372.6 million, respectively. We intend to continue to strengthen our
research and development, sales and marketing and management capabilities, which require
substantial capital and time investment. We cannot assure you that we will be able to enhance such
capabilities in a timely and cost-effective manner. Any failure to do so may render our previous
efforts obsolete, which could significantly reduce the competitiveness of our product candidates,
and harm our business and prospects.
If clinical trials of our product candidates fail to demonstrate safety and efficacy to the
satisfaction of regulatory authorities or do not otherwise produce positive results, we may
incur additional costs or experience delays in completing, or may ultimately be unable to
complete, the development and commercialization of our product candidates.
Before obtaining regulatory approval for the sale of our product candidates, we must conduct
extensive clinical trials to demonstrate the safety and efficacy of our product candidates in humans.
We may experience numerous unexpected events during, or as a result of, clinical trials that could
delay or prevent our ability to receive regulatory approval for our product candidates, including but
not limited to: (i) we or our investigators may not be authorized to commence a clinical trial or
conduct a clinical trial at a prospective trial site; (ii) clinical trials of our product candidates may
produce negative or inconclusive results, and we may decide, or regulators may require us, to
conduct additional clinical trials or abandon drug development programs; (iii) our third-party
contractors, including clinical investigators, may fail to comply with regulatory requirements or
meet their contractual obligations to us in a timely manner, or at all; (iv) drug candidates supplied
by third parties for use in a clinical trial may have quality issues or result in severe adverse events
(“SAEs ”), leading to product liability; and (v) we might have to suspend or terminate clinical trials
of our product candidates for various reasons, including a finding of a lack of clinical response or
other unexpected characteristics or a finding that participants are being exposed to unacceptable
health risks.
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Adverse events (“ AEs”) and undesirable side effects caused by our product and product
candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and may
result in a narrowed scope of indications or a more restrictive label of our product candidates, a
delay or denial of regulatory approval by relevant regulatory authorities, or a significant change in
our clinical protocol or even our development plan. Results of trials conducted by us or by our
business partners with respect to our product candidates could reveal a high and unacceptable
severity or prevalence of certain AEs. In such an event, such trials could be suspended or terminated
and relevant regulatory authorities could order us or our licensing partners, as applicable, to cease
further development of, or deny approval of, our product candidates for any or all targeted
indications. We may in the future be subject to actual or threatened liability claims related to
perceived AEs and undesirable side effects related to our product candidates. Responding to such
claims may divert our management’s attention and resources, and there can be no assurance that our
defenses will be successful. Actual or perceived AEs and undesirable side effects related to our
product candidates may also affect subject recruitment or the ability of enrolled subjects to
complete the trial. Any of these occurrences may significantly harm our reputation, business,
financial conditions and prospects.
We may fail to sufficiently and promptly respond to and adapt to rapid scientific and
technological changes, clinical demand and market changes in the industry, and we may be
unable to establish strong market presence in this industry for a variety of reasons.
The global renal disease industry is characterized by advances in science and technology and
the emergence of new treatment options. Our future success partially depends on our ability to
launch new products that meet evolving market demands, in particular, new drugs that are effective
in treating renal diseases. We cannot assure you that we will be able to respond to emerging or
evolving trends by improving our product portfolio in a timely manner, or at all. In addition, we may
need to adjust our research and development plan, production scale and schedule, product portfolio,
and inventory levels based on market demand, sales trends and other market conditions. There can
be no assurance that we will be able to sufficiently and promptly respond to changes in clinical
demand and purchasing patterns in the future, and such failure may have an adverse effect on our
business, financial conditions, results of operations and profitability.
All material aspects of the research and development, manufacturing and commercialization
of our product and product candidates are heavily regulated. Any failure to comply with
relevant laws and regulations may materially and adversely affect our business, financial
conditions, results of operations and prospects.
We adopt a global development strategy, and all jurisdictions in which we operate or intend
to conduct our pharmaceutical industry activities regulate these activities in great depth and detail.
These jurisdictions strictly regulate the pharmaceutical industry, and in doing so they implement
extensive regulations governing the development, approval, manufacturing, marketing, sales and
distribution of pharmaceutical products. Efforts to adapt to the differences in these regulatory
regimes impose a complex and costly regulatory compliance burden on us.
The process of obtaining regulatory approvals and maintaining compliance with appropriate
laws and regulations requires spending of substantial time and financial resources. Any recently
enacted and future legislation may increase the difficulty and cost of us to obtain regulatory
approval of, and commercialize, our product candidates, and affect the prices we may obtain.
Changes in government regulations or in practices relating to the pharmaceutical industry, such as
a relaxation in regulatory requirements; the introduction of simplified approval procedures, which
would lower the entry barrier for potential competitors; or an increase in regulatory requirements,
which may increase the difficulty for us to satisfy such requirements, may have a material and
adverse impact on our business, financial conditions, results of operations, and prospects.
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Failure to comply with the applicable requirements at any time during the drug 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 regulator’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 suspension of manufacturing or
distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement or civil
or criminal penalties. Any occurrence of the foregoing could therefore materially and adversely
affect our business, financial conditions, results of operations and prospects.
RISKS RELATING TO COMMERCIALIZATION AND MANUFACTURING
Due to the similarities of therapeutic effect and applicable indication for certain product
candidates, there may be an overlap of addressable market or risk of cannibalization.
In clinical practice, AP301 and AP306 can be applicable to a same group of
hyperphosphatemia patients, thereby causing potential competition between the two products in a
certain market. As we plan to commercialize both product candidates globally, depending on market
feedback, there may be an overlap of addressable market and risk of cannibalization. As a result,
there are risks associated with managing overlaps and potential cannibalization between the two
product candidates, which may negatively impact our business, results of operations, financial
conditions and prospects.
The sales of one commercialized product accounted for all of our revenue during the Track
Record Period. If we are unable to maintain the sales volume, pricing levels and profit
margins, our business, financial conditions and results of operations could be materially and
adversely affected.
During the Track Record Period, we generated revenue from the sales of Mircera
® in China.
We expect that the revenue from the sales of Mircera ® will continue to contribute to a significant,
if not the entire portion of our revenue, for the foreseeable years, before we commercialize our Core
Product, AP301. If we fail to maintain the sales volume, pricing levels and profit margins of
Mircera
® to achieve or further promote the widespread market acceptance of the commercialized
product, or to grow or retain our customer or consumer base, our business, results of operations and
financial conditions may be materially and adversely affected.
As our revenue is, and we expect will continue to be, concentrated in the Mircera
® before we
launch other product candidates, including our Core Product AP301, we may be susceptible to
factors adversely affecting the sales volume, pricing level or profitability of Mircera
®, including (i)
the exclusion from, or reduced coverage under, the government-sponsored or major commercial
insurance programs; (ii) unfavorable government pricing regulations; (iii) sales and popularity of
substitute products by competitors; (iv) interruptions in the supply of raw materials or increases in
the cost of raw materials; (v) the failure to maintain an adequate and stable supply of our
commercialized product; (vi) issues with product quality or side effects; and (vii) adverse changes
in our sales and distribution network.
Many of these factors are outside of our control, and any factor adversely affecting the sales
volumes, pricing levels and profit margins of our commercialized product could materially and
adversely affect our operations, revenue and profitability.
We may not effectively leverage our experience in effectively marketing our product and
product candidates. If we are unable to properly build and manage our commercial network
or benefit from strategic external partnerships with business partners, we may be unable to
generate sufficient revenue, or at all.
Successful sales and marketing are crucial for us to increase the market penetration of our
products and product candidates after they are commercialized, expand coverage of hospitals and
other medical institutions and promote new products in the future. As of the Latest Practicable Date,
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we carry out sophisticated commercialization activities only for Mircera ® and in China. For our
product candidates, including our Core Product AP301, our commercialization strategy involves a
combination of in-house capabilities and collaborations with renowned business partners. As a
result, we rely on ourselves and our current and future business partners’ willingness and ability to
devote resources to the development and commercialization of such product candidates and to
otherwise support our business as contemplated in our collaboration agreements. We may require
a longer time frame or be less cost-efficient in the commercialization process best tailored to
launching and marketing each of our product candidates. Although our core management team and
sales team do possess deep experience in marketing CKD drug products and benefit from our
experience commercializing Mircera
® in China, we cannot guarantee that such experience translates
perfectly into the successful commercialization of our product candidates. We may dynamically
adjust our commercialization plan due to the low commercial value or high promotion difficulty of
the relevant products after they are approved, which may have a material impact on our overall
operations and financial conditions.
In addition, our sales and marketing efforts are scientific focused and consist of raising
awareness and knowledge of our product and product candidates among medical professionals,
hospitals, other medical institutions and pharmacies. Therefore, 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 and products, as well as sufficient promotion
and communication skills. If we or our commercialization business partners are unable to
effectively train sales and marketing representatives, the sales and marketing of our pipeline
products may be less successful than desired.
Furthermore, as we will pursue collaborative arrangements regarding the sales and marketing
of our product candidates, there can be no assurance that we will be able to establish or maintain
such collaborative arrangements, or if we are able to do so, our business partners will have effective
sales forces. We may have little or no control over the marketing and sales efforts of such third
parties beyond contractual terms, and our revenue from product sales may be lower than if we had
commercialized our product candidates ourselves. We also face competition in our search for third
parties to assist us with the sales and marketing efforts for our product candidates. Therefore, we
cannot assure you that we will be able to establish or maintain relationships with third-party
partners to successfully and continuously commercialize any product. As a result, we may not be
able to generate the anticipated product sales revenue.
Counterfeit pharmaceutical products, illegal and/or parallel import of competing drugs may
reduce demand for our product candidates and compromise our reputation, which may
adversely affect our business.
Counterfeit pharmaceutical products are manufactured without proper licenses or approvals,
or are fraudulently mislabeled with respect to their content or manufacturers. These products are
generally referred to as counterfeit pharmaceutical products. Pharmaceutical product control and
enforcement system, particularly in emerging markets, may be inadequate to discourage or
eliminate the manufacturing and sale of counterfeit pharmaceutical products. Since counterfeit
pharmaceutical products in many cases have very similar appearances compared with the authentic
biopharmaceutical products but are generally sold at lower prices, they can quickly erode the
demand for our existing commercialized product and future approved product candidates. In
addition, thefts of inventory at warehouses, plants or while in-transit, could lead to our products
being wrongfully stored and handled, and eventually sold through unauthorized channels. A patient
who receives a counterfeit or unauthorized pharmaceutical product may be at risk for a number of
dangerous health consequences, which potentially exposes us to product liability claims,
government investigations, and other disputes and negative consequences. Our reputation and
business could suffer as a result of counterfeit or unauthorized pharmaceutical products sold under
our or our business partners’ brand name(s).
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The illegal importation of competing products from jurisdictions where government price
controls or other market dynamics result in lower prices may adversely affect the demand for our
product and product candidates and, in turn, may adversely affect our sales and profitability in
jurisdictions where we commercialize our products upon approval. Any future legislation or
regulations that increase consumer access to lower priced medicines from jurisdictions where we
operate could have a material and adverse effect on our business.
Negative results from off-label uses of our product candidates could harm our reputation,
product brand, business operations and financial conditions and expose us to liability.
Off-label drug use is the prescription of a product for an indication, dosage or in a dosage form
that is not in accordance with regulatory approved usage and labeling. Even though the NMPA, the
FDA and other comparable regulatory authorities actively enforce laws and regulations prohibiting
the promotion of off-label use, there remains the risk that our product is subject to off-label drug
use and is prescribed in a patient population, dosage or dosage form that has not been approved by
competent authorities. This occurrence may render our products less effective or entirely ineffective
and may cause adverse drug reactions or AEs. Any of these occurrences can create negative
publicity, expose us to liability, cause a delay in the progress of our clinical trials or ultimately
result in failure to obtain regulatory approval for our product candidates, which may materially and
adversely affect our business reputation, results of operations and financial conditions.
Our commercialized product and future approved product candidates may not be covered by
insurance or reimbursement programs or may become subject to unfavorable insurance
policies or reimbursement practices, which will lead to the possibility of our products not
meeting sales expectations in the future.
Our ability to commercialize any approved product candidates successfully may depend in
part on the extent to which reimbursement for our products when commercialized and related
treatments will be available from government health administration authorities, private health
insurers and other organizations. As of the Latest Practicable Date, Mircera
® has been included in
the National Reimbursement Drug List (“ NRDL ”). We intend to seek the inclusion of our product
candidates, following their commercial launch, in the NRDL and other insurance coverage and
reimbursement programs. We did not experience any inability or impediments to enlist or obtain
reimbursement coverage for our commercialized product during the Track Record Period. However,
there can be no assurance that any of our future approved product candidates will be included in
the NRDL or be continuously included in the NRDL. If we were to successfully launch commercial
sales of our products but unable to have our products included in the NRDL, our revenue from
commercial sales would be highly dependent on patient self-payment, which can make our products
less competitive. Patients may choose other drugs with similar or even less efficiency but lower
price which have been included in the NRDL. In addition, even if our product candidates are
successfully included in the NRDL, the drug procurement catalog under the central procurement
scheme in China or any other reimbursement programs sponsored by government health
administration authorities and third-party payers, our potential revenue from the sales of these
products could still decrease as a result of the potential deeper-than-expected price reduction
required for our products to be included in such reimbursement programs due to price control
policies.
In the U.S., no uniform policy of coverage and reimbursement for drugs exists among
third-party payers, while patients primarily purchase commercial health insurance or participate in
the Medicare program administered by the Center for Medicare & Medicaid Services, an agency
within the United States Department of Health and Human Services. As a result, obtaining coverage
and reimbursement approval of a drug from governments or other third-party payers is a
time-consuming and costly process that could require us to provide supporting scientific, clinical
and cost-effectiveness data for the use of our future approved product candidates on a payer-by-
payer basis, with no assurance that coverage and adequate reimbursement will be obtained. Even
if we obtain coverage for a given drug, the resulting reimbursement rates might not be adequate for
us to achieve or sustain profitability or may require co-payments that patients find unacceptably
high. Additionally, third-party payers may not cover, or provide adequate reimbursement for,
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long-term follow-up evaluations required following the use of our future approved product
candidates. Patients are unlikely to use any of our future approved product candidates unless
coverage is provided, and reimbursement may be inadequate to cover a significant portion of the
cost of the drugs.
We cannot be sure that reimbursement will be available for any approved product candidates
that we commercialize and, if reimbursement is available, the level of reimbursement.
Reimbursement may impact the demand for, or the price of, any approved product candidates that
we commercialize. If reimbursement is not available or is available only to limited levels, we may
not be able to successfully commercialize any product candidates that we successfully develop.
The pricing of our products when commercialized may be subject to other downward pressure
which may have a material and adverse effect on our business and results of operations.
We may experience downward pressure on the pricing of our product and product candidates
mainly from governmental price control measures and some other sources, many of which may be
beyond our control. For example, we may need to lower the price for our product and product
candidates in light of the potential launch and commercialization of competing products that tackle
similar indications with improved efficacy and safety profile. If we experience such downward
pressure on the pricing of our product and product candidates, our revenue from the sales of our
product and product candidates will decrease, which may have a material and adverse effect on our
business and results of operations.
We have limited experience in manufacturing drug products on a large clinical or commercial
scale, and our business could be materially and adversely affected if we encounter problems
in manufacturing our product candidates.
We have limited experience in manufacturing pharmaceutical products on a commercial scale,
which is a complex process requiring significant expertise and capital investment, in part due to
strict regulatory requirements. If problems arise during the manufacturing process of certain future
products, such as the low quality or insufficient supply of Active Pharmaceutical Ingredients
(“APIs ”), any failure to follow specific protocols and procedures, altered manufacturing methods
and formulations that cause product candidates to perform less effectively, equipment malfunction
and man-made or natural disasters, or our products’ failure to meet relevant industry or regulatory
standards or specifications, a batch or several related batches of such product may have to be
discarded. The occurrence of any such events could restrict our manufacturing capacity, the
availability of our products for commercial sale, or render us unable to meet the increasing demand
for our products, which may materially and adversely affect our results of operations and financial
conditions. If problems are not discovered before the relevant products are released to the market,
we may incur additional costs in connection with product recalls and product liability.
Delays in completing and receiving regulatory approvals for our manufacturing facilities, or
potential damage to, destruction of or interruption of future manufacturing capabilities at
such facilities, could delay our development plans or commercialization efforts.
As of the Latest Practicable Date, we owned our manufacturing facility in Y angzhou. For
details, see “Business — Manufacturing”. If the commencement of operations at our facilities, the
receipt or renewal of regulatory evaluation and/or approval for our facilities is delayed, we may not
be able to manufacture sufficient quantities of our product candidates, if approved, which would
limit our development and commercialization activities and our opportunities for growth. Cost
overruns associated with constructing or maintaining our facilities could require us to raise
additional funds from other sources. Any failure to comply with applicable regulations on our part
or by our CDMOs could also result in sanctions being imposed, including fines, injunctions,
penalties, a requirement to suspend or put on hold one or more of our clinical trials, failure of
regulatory authorities to grant marketing approval of our product candidates, delays, suspension or
withdrawal of approvals, supply disruptions, license revocation, seizures or recalls of our product
and/or product candidates, operating restrictions and criminal prosecutions, any of which could
materially and adversely affect our business.
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If our or our CDMOs’ manufacturing facilities, or the equipment in them are damaged or
destroyed, we may not be able to quickly or economically replace the manufacturing capacity or at
all. In the event of a temporary or protracted loss of the facilities or equipment, we might not be
able to transfer manufacturing to a third party in a timely and cost-effective manner. In addition,
we may be unable to obtain regulatory agency approval before selling any products manufactured
at that facility. Any such disruption that impedes our ability to manufacture our product candidates
in a timely manner could materially and adversely affect our business, financial conditions and
operating results.
We may engage in the expansion of the manufacturing facilities which may not be as successful
as planned.
As we bring our product candidates to the commercial stage, we may engage in the expansion
of our manufacturing facilities to meet the increasing demand for our products. The completion of
such expansion of the manufacturing facilities may involve obtaining additional regulatory
approvals and reviews by various authorities, including, but not limited to, urban planning,
construction, safety and environmental protection authorities. We cannot assure you that we will be
able to obtain all of such required approvals, permits and licenses. Expansion of the manufacturing
facilities also may not be completed on the anticipated timetable or within budget. We may also be
unable to fully utilize the manufacturing capacity after the expansion of our manufacturing
facilities. Any of the foregoing factors could materially and adversely affect our results of
operations and prospects and result in loss of business opportunities.
Guidelines, recommendations and studies published by various organizations could disfavor
our commercialized product and/or product candidates.
Government agencies, professional societies, private health and science foundations and
organizations focused on various diseases may publish guidelines, recommendations or studies that
affect our or our competitors’ product and product candidates. Currently, there are not any
unfavorable guidelines, recommendations and studies published by various organizations in relation
to our commercialized product. However, any such guidelines, recommendations or studies that
reflect negatively on our commercialized product and product candidates, when commercialized,
either directly or relative to competing drug products, could result in current or potential decreased
use and/or sales of, and revenue from our product and product candidates. Furthermore, our success
depends in part on the ability to educate healthcare providers and patients about our product and
product candidates, and these education efforts could be rendered ineffective by, among other
things, third parties’ guidelines, recommendations or studies.
RISKS RELATING TO OUR INTELLECTUAL PROPERTY RIGHTS
If we or our partners are unable to obtain and maintain adequate intellectual property
protection for our product and product candidates throughout the selected markets in the
world, our ability to successfully commercialize our product and product candidates may be
adversely affected.
We seek to protect our product candidates and technologies that we consider commercially
important primarily by filing patent applications in China, the U.S. and other countries or regions
as well as relying on trade secrets or pharmaceutical regulatory protection or employing a
combination of these methods. However, filing, prosecuting, maintaining and defending patents in
all countries throughout the world could be prohibitively expensive for us, and our intellectual
property rights in some countries can have a different scope and strength than do those in some
other countries. We or our business partners may not be able to file and prosecute all necessary or
desirable patent applications and secure other intellectual property protection in all relevant
jurisdictions in a timely manner. It is also possible that we or our business partners will fail to
identify patentable aspects of our research and development output before it is too late to obtain
patent protection. Moreover, we or our business partners may fail to timely identify third-party
infringement of our intellectual property rights and take necessary actions to defend and enforce our
rights, or at all.
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As of the Latest Practicable Date, we had not received any material concerns or inquiries from
relevant competent authorities that leads us to believe that any of the pending patent applications
will be rejected. However, we cannot assure you that all of our patent applications will be granted.
Patent applications may not be granted for a number of reasons, including a late application date,
known or unknown prior art, deficiencies in the patent application or the lack of novelty or
non-obviousness of the underlying invention or technology. China, the U.S. and Europe have
adopted the “first-to-file” system, under which the first inventor to file a patent application will be
awarded the patent if all other patentability requirements are met, which will typically not be
published until an 18-month waiting period after filing, or in some cases, not at all. Therefore, we
cannot be certain that we or our business partners were the first to make the inventions claimed in
our owned or licensed patents or pending patent applications or that we or our business partners
were the first to file for patent protection of such inventions.
In addition, periodic maintenance fees, renewal fees, annuity fees and various other
governmental fees on patents and patent applications are due to be paid and will be paid to
applicable patent agencies in several stages over the lifetime of a patent. Such applicable patent
agencies require compliance with a number of procedural, documentary, fee payment, and other
similar provisions during the patent application process. Although an inadvertent lapse can in many
cases be cured by the payment of a late fee or by other means in accordance with the applicable
rules, there are situations in which non-compliance can result in abandonment or lapse of the patent
or patent application, resulting in partial or complete loss of patent rights in the relevant
jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent
application include the failure to respond to official actions within prescribed time limits,
non-payment of fees, and the failure to properly legalize and submit formal documents. In any such
event, our competitors might be able to enter the market, which would have a material and adverse
effect on our business.
Our patent rights may be challenged and invalidated. We may become involved in lawsuits to
protect or enforce our intellectual properties, which could be expensive, time-consuming and
unsuccessful. This may lead to unfavorable publicity which may harm our reputation and
result in additional distraction of our personnel. This may further cause the market price of
our H Shares to decline.
The issuance of a patent is not conclusive as to its inventorship, scope, validity or
enforceability, and our patent rights may be challenged in the courts or patent offices in China, the
U.S. and other jurisdictions. We may be subject to claims that former employees, business partners
or other third parties have an interest in our patents or other intellectual property or become
involved in opposition, derivation, revocation, reexamination, post-grant and inter partes review, or
interference proceedings challenging our patent rights or the patent rights of others. If we are
unsuccessful in any interference proceedings or other priority, inventorship or validity disputes
(including any patent oppositions) to which our intellectual properties are subject, we may lose
valuable intellectual property rights through the loss of one or more patents, loss of exclusive
ownership or our patent claims may be narrowed, invalidated, or held unenforceable. We may also
be required to obtain and maintain licenses from third parties, including parties involved in any such
interference proceedings or other priority or inventorship disputes. Such licenses may not be
available on commercially reasonable terms or at all, or may be non-exclusive. If we are unable to
obtain and maintain such licenses, we may need to cease the development, manufacture and
commercialization of one or more of our product candidates. The loss of exclusivity or the
narrowing of our patent claims could limit our ability to stop others from using or commercializing
similar or identical drug products. Any of the foregoing could result in a material and adverse effect
on our business, financial conditions, results of operations or prospects. Even if we are successful
in an interference proceeding or other similar priority or inventorship disputes, it could result in
substantial costs and be a distraction to our management and other employees.
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If our patent terms expire before or soon after our product candidates are approved, our
business may be materially harmed.
The life of a patent, and the protection it affords, is limited. For example, the expiration of
a patent is generally 20 years for inventions in China and generally 20 years from the earliest date
of filing of the first non-provisional patent application to which the patent claims priority in the
U.S. Patent extensions may enable the patent owner to submit applications for a patent term
extension of up to a maximum length of five years, and after the new drug is approved for
marketing, the total effective term of the patent shall not exceed 14 years. In the U.S., product
candidates designated as orphan drugs or which are approved for designated orphan indication may
be granted seven years of market exclusivity.
Even if we believe that we are eligible for certain patent term extensions, there can be no
assurance that the relevant governmental authorities will agree with our assessment of whether such
extensions are available, and such authorities may refuse to grant extensions to our patents, or may
grant more limited extensions than we request. In addition, we may fail to obtain the extension due
to our failure to satisfy applicable requirements, such as failing to exercise due diligence during the
testing phase or regulatory review process, apply within applicable deadlines, or apply prior to the
expiration of relevant patents. Once the patent life has expired, we may be open to competition from
competitive medications. In addition, a lower-cost generic drug can emerge into the market much
more quickly, leading to early generic competition that may have a material and adverse effect on
our financial conditions and business prospects.
We may become subject to intellectual property infringement or misappropriation claims,
which could expose us to substantial liability, harm our reputation, limit our research and
development or other business activities and/or impair our ability to commercialize our
product candidates.
We may receive in the future, notices that claim our technologies or certain other aspects of
our business have infringed, misappropriated or misused other parties’ intellectual property rights.
Whether third-party intellectual property claims are with or without merit, there is no assurance that
a court would find in our favor on questions of infringement, validity, enforceability or priority. A
court of competent jurisdiction may hold that these third-party patents are valid, enforceable and
infringed, which could materially and adversely affect our ability to commercialize any product
candidates or technologies covered by the asserted third-party patents. Defending against claims of
patent infringement, misappropriation of trade secrets or other violations of intellectual property
rights involves an analysis of complex legal and factual issues, the determination of which is often
uncertain, and thus it could be costly and time-consuming, regardless of the outcome. Thus, even
if we were to ultimately prevail, or to settle at an early stage, such litigation could result in a
substantial diversion of management resources and burden us with substantial unanticipated costs.
Moreover, some of our competitors are larger than we are and are able to mobilize substantially
greater resources than we do. They are, therefore, likely to be able to sustain the costs of complex
intellectual property litigation longer than we could. In addition, the uncertainties associated with
litigation could have a material and adverse effect on our ability to raise the funds necessary to
conduct our clinical trials, continue our internal research projects, in-license needed technologies,
or enter into strategic partnerships that would help us bring our product candidates to market.
Changes in patent law in the jurisdictions in which we operate could diminish the value of
patents in general, thereby impairing our ability to protect our product candidates.
The laws and regulations governing patents could be revised from time to time that would
affect our ability to obtain or enforce new or existing patents. Such revisions may impact the value
of our patent or other intellectual property rights. For instance, the U.S. has enacted wide-ranging
patent reform legislation and its court rulings have narrowed the scope of patent protection
available in certain circumstances and weakened the rights of patent owners in certain situations.
The changes in patent law may thus create uncertainty with respect to the value of patents once
obtained, if any.
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We may not have the right to control the preparation, filing, prosecution, maintenance,
extension, enforcement and defense of patents and patent applications covering the product
and product candidates that we license from third parties, which could have a material and
adverse effect on us. Any failure by our licensors or such patent owners to effectively protect
these patent rights could adversely impact our business and operations.
We may not have the right to control the preparation, filing, prosecution, maintenance,
enforcement or defense of patents and patent applications covering the product candidates that we
have in-licensed or may in-license from third parties in the future. Therefore, we cannot be certain
that these patents and patent applications will be prepared, filed, prosecuted, maintained, enforced
and defended in a manner consistent with the best interests of our business. In addition, our future
licensing partners may not be the sole and exclusive owners of the intellectual property rights we
in-license in some cases. They may breach or otherwise violate any such agreements, their rights
thereunder may be terminated and our licensing partners may no longer be able to sublicense such
rights to us. If we continue to enter into in-licensing agreements in the future, and such future
licensing partners fail to prosecute, maintain, enforce or defend the patents we license in, or lose
rights to those patents or patent applications, the rights we will have licensed may be reduced or
eliminated, and our right to develop and commercialize any of our products that are subject of such
potential licensed rights could be adversely affected.
If we are unable to protect the confidentiality of our trade secrets, our business and
competitive position would be harmed.
In addition to patents, we rely on trade secrets and confidential information, including
unpatented know-how, technology and other proprietary information, to maintain our competitive
position and to protect our product candidates. We seek to protect our trade secrets and confidential
information, in part, by controlling the scope of knowledge and entering into non-disclosure and
confidentiality agreements with parties that have access to our trade secrets or confidential
information. However, we may not be able to properly monitor and prevent the unauthorized
disclosure or use of our trade secrets and confidential information by the parties to these
agreements. We are not aware of any threatened or pending claims concerning the agreements with
our employees or senior management, but in the future litigation may be necessary to enforce such
agreements. As a result, we could lose our trade secrets and third parties could use our trade secrets
to compete with our product candidates and technology. Additionally, we cannot guarantee that we
have entered into such agreements with each party that may have or has had access to our trade
secrets or proprietary technology and processes. Enforcing a claim that a party illegally disclosed
or misappropriated a trade secret can be difficult, expensive and time-consuming. The outcome is
unpredictable and we may be unable to obtain adequate remedies for such violation. If any of our
trade secrets were to be lawfully obtained or independently developed by a competitor or other third
parties, it would be hard for us to prevent them from using that technology or information to
compete with us and our competitive position would be harmed.
If our trademarks and trade names are not adequately protected, then we may not be able to
build name recognition in our markets of interest and our business may be adversely affected.
As of the Latest Practicable Date, we held six registered trademarks in Chinese Mainland, and
three registered trademarks in Hong Kong. We are also the owner of one domain name. If we are
unsuccessful in obtaining trademark protection for our primary brands, we may be required to
change our brand names, which could materially 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 adopting, registering or using
trademarks and trade dress that infringe, dilute or otherwise violate our trademark rights, or
engaging in any conduct that constitutes unfair competition, defamation or other violation of our
rights, our business could be materially adversely affected.
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Intellectual property rights do not necessarily protect us from all potential threats.
Our intellectual property rights may not be sufficient to prevent third parties from developing
or commercializing competing products or technologies, and our patent applications may not result
in issued patents or provide meaningful competitive protection. If we fail to maintain or enforce
effective intellectual property protection, our competitive position, business, financial condition,
results of operations and prospects could be materially and adversely affected.
RISKS RELATING TO OUR FINANCIAL POSITION
We have incurred significant net operating losses since our inception, and expect to continue
to incur losses and may never achieve or maintain profitability.
Investment in the development of innovative biopharmaceutical products can be highly
speculative as it entails substantial upfront expenditures and significant risks that a product
candidate may fail to demonstrate efficacy and safety to gain regulatory or marketing approvals or
become commercially viable. During the Track Record Period, while we generated revenue from the
sales of Mircera
®, we continue to incur significant research and development in relation to, among
others, our preclinical studies and clinical trials and other expenses related to our product
candidates. As a result, we are not profitable and have incurred operating losses since our inception.
In 2024 and 2025, our total losses were RMB335.1 million and RMB751.8 million, respectively.
Our ability to generate revenue and achieve profitability depends significantly on our success in
advancing innovative product candidates into later stages of clinical development, obtaining
regulatory approvals for each product candidate, and successfully commercializing them in
jurisdictions where we operate, which we may not be able to do in a timely manner or at all.
We incurred net operating cash outflows, net current liabilities and net liabilities during the
Track Record Period and may need to obtain substantial additional financing to fund our
operations and expansion, which may not be available on commercially reasonable terms, or
at all. If we are unable to secure such financing, we may be forced to delay, reduce or unable
to complete the development and commercialization of our product candidates.
Since our inception, our operations have consumed substantial amounts of cash. We had net
cash used in operating activities of RMB249.9 million and RMB287.9 million in 2024 and 2025,
respectively. As of December 31, 2024 and 2025, we had net liabilities of RMB1,341.2 million and
net assets of RMB503.2 million, respectively. As of December 31, 2024 and 2025, we recorded net
current liabilities of RMB1,555.2 million and net current assets of RMB318.9 million, respectively.
As we conduct the Global Offering, we may require substantial additional capital to meet our
continued operating needs, especially to fund our research and development activities,
commercialize our product candidates, expand our manufacturing capabilities and repay our project
loans. Therefore, we may seek additional funding through public or private offerings, debt
financing, collaboration and licensing arrangements and other sources. However, certain factors
beyond our control may affect our ability to raise capital. Failure to secure additional funding on
favorable or commercially reasonable terms to us, or at all, may materially and adversely impact
our business prospects, financial conditions and results of operations.
We may encounter difficulties in managing our anticipated growth or expanding our
operations successfully.
Future growth will impose significant additional responsibilities on our management.
Managing our growth and executing our growth strategies will require, among other things, our
ability to continue to innovate and develop advanced technology in the highly competitive global
pharmaceutical market, effective coordination and integration of our teams across different sites,
successful hiring and training of personnel, effective cost control, sufficient liquidity, effective and
efficient financial and management control, increased sales and marketing activities, enhanced
quality control, and proper management of our suppliers and business partners. If we are not able
to effectively manage our growth or execute our growth strategies, our business, financial
conditions, results of operations and prospects could be adversely affected.
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Share-based payments may have a material and adverse effect on our financial performance
and cause shareholding dilution to our Shareholders.
We have granted share-based payments to, among others, attract and retain outstanding
individuals. We believe the granting of share-based payment is of significant importance to our
ability to attract and retain key personnel and employees, and we may continue to grant share-based
payment to employees in the future. In 2024 and 2025, we incurred equity-settled share-based
payment compensation of RMB21.9 million and RMB260.8 million, respectively. We may
re-evaluate the vesting schedules, lock-up period, exercise price or other key terms applicable to the
payments under our currently effective share incentive plans and any subsequently adopted
employee stock ownership plan from time to time. If we choose to do so, we may experience
substantial change in our share-based payment charges. In addition, such past and future payments
may dilute the shareholding percentage of our existing Shareholders and could result in a decline
in the value of our H Shares.
Our property valuation is based on certain assumptions which, by their nature, are subjective
and uncertain and may materially differ from actual results.
V aluation of our selected property interests as of March 31, 2026 prepared by A VISTA
V aluation Advisory Limited, an independent property valuer, is set forth in the valuation report set
out as Appendix III to this Prospectus. The valuation is made based on assumptions which are
subjective and uncertain and may differ from actual results. In addition, unforeseeable changes in
general and local economic conditions or other factors beyond our control may affect the value of
our properties. As a result, the valuation of our properties may differ materially from the price we
could receive in an actual sale of the properties in the market and should not be taken as their actual
realizable value or an estimation of their realizable value.
The expiration or discontinuation of any of government grants or preferential tax treatment
currently available to us could adversely affect our financial conditions, results of operations,
cash flows and prospects.
We have received and currently benefit from government grants and preferential tax
treatments that reduce our overall tax obligations. These benefits include reduced tax rates, tax
refunds, or other favorable tax policies provided by governmental authorities in certain jurisdictions
where we operate. However, these preferential tax treatments are typically subject to review and
renewal by the relevant tax authorities and are dependent on our compliance with applicable rules
and regulations or satisfaction of certain conditions. There is no assurance that we will continue to
properly comply with relevant rules and regulations or satisfy all relevant conditions to qualify for
such preferential tax treatment or that these benefits will be renewed upon expiration. In addition,
changes to existing laws, regulations, or interpretations of tax policies could result in the reduction
or elimination of these benefits. The occurrence of any of the foregoing events could significantly
increase our tax obligations and adversely affect our business, financial conditions, and results of
operations.
Fluctuations in exchange rates of the Renminbi could result in foreign currency exchange
losses.
Fluctuations in exchange rates between the Renminbi and the U.S. dollar and other currencies
may be affected by, among other things, trade tensions between the U.S. and China, as well as
international economic and political developments. Due to the economic situation and financial
market developments in the PRC and abroad, the PRC government has decided to proceed further
with reform of the Renminbi exchange rate regime and to enhance the Renminbi exchange rate
flexibility. Changes in exchange rates have in the past, and could in the future continue to,
materially and adversely affect our financial conditions and results of operations.
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RISKS RELATING TO OUR OPERATIONS
We have limited operating history, which may make it difficult to evaluate our current
business and predict our future performance.
We are a biopharmaceutical company with limited operating history. Our operations to date
have focused on establishing our intellectual property portfolio, conducting drug discovery,
preclinical studies and clinical trials of our product candidates, organizing and staffing our
operations, business planning and raising capital. To date, we have one product approved for
commercialization, from the sales of which we generated all our revenue.
Our limited operating history, particularly in light of the rapidly evolving pharmaceutical
industry in which we operate, the inherent uncertainties in the research and development of the
pharmaceuticals, and the changing regulatory and market environments we encounter, may make it
difficult to evaluate our prospects for future performance. Consequently, any predictions about our
future success or viability may not be as accurate as they could be if we had a longer operating
history. We will encounter risks and difficulties frequently experienced by early-stage companies in
rapidly evolving fields as we seek to transition to a company capable of supporting sophisticated
commercial activities. If we do not address these risks and difficulties successfully or act properly
in anticipation of certain uncertainties, our business may suffer and you may lose all of your
investments in us.
Any failure to obtain, amend or renew various filings, approvals, licenses, permits and
certificates could materially and adversely affect our reputation, business, results of
operations and prospects.
Pursuant to relevant laws and regulations, we are required to obtain, maintain and renew
various approvals, licenses, permits and certificates from relevant authorities to operate our
business. Any failure to obtain or renew any approvals, licenses, permits and certificates necessary
for our operations may result in enforcement actions including orders issued by the relevant
regulatory authorities to take remedial actions, suspend our operations or impose fines and
penalties. If the interpretation or implementation of laws and regulations is adjusted in the future
or new regulations come into effect, or the criteria used in reviewing applications for, or renewals
of permits, licenses and certificates change to adapt to new developments, we may be required to
obtain additional approvals, permits, licenses or certificates. We cannot assure you that we will be
able to do so, which may restrict the conduct of our business, increase our costs, and in turn,
adversely affect our results of operations and prospects.
Our future success depends in part on our ability to retain our Directors, senior management,
key scientific employees and other qualified personnel. If we are unable to retain our key
employees or to attract and retain skilled and experienced personnel, our business operations
and prospects could be materially impaired.
We depend on the continued contributions of our Directors, senior management and other key
employees, many of whom may be difficult or costly to replace. The industry experience,
management expertise, professional knowledge and contributions of the key members of our senior
management and R&D team such as Dr. Tian (co-founder, executive Director, chief medical officer)
and Dr. Shu Chutian (chief technology officer) are crucial to the success of our operations and
clinical development. See “Business — Research and Development” and “Directors and Senior
Management” for details. Replacing executive officers, scientific employees, and other qualified
personnel may take an extended period of time because of the limited number of individuals in our
industry with the breadth of skillset and experience required to successfully develop, gain
regulatory approval of and commercialize product candidates like those we develop. The loss of the
services of any of our executive officers or other key employees could impede the achievement of
our research and development and commercialization objectives.
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We believe that there has been, and will continue to be, intense competition for highly skilled
management, technical, sales and other personnel with experience in our industry. Our need to
significantly increase the number of our qualified employees and retain key employees may cause
us to materially increase compensation-related costs, including share-based compensation. We must
provide competitive compensation packages and a high-quality work environment to hire, retain and
motivate employees. If we fail to achieve any of the above, we may be unable to manage our
business effectively, including the development, manufacturing, marketing and sale of our product
candidates, which could adversely affect our business, operating results and financial conditions,
and the price of our H Shares could suffer.
We had only one distributor during the Track Record Period, the loss of which could disrupt
our operations.
During the Track Record Period, we generated revenue from sales to only one customer which
acts as our logistics partner and distributor. We expect to continue such sales pattern in the near
future, before the launch of our product candidates. Our reliance on this customer subjects us to the
concentration and counterparty risk from this customer. We believe that we have established long
and stable relationship with such customer and there are ample logistics partners and distributors
to choose from in the market. However, we cannot assure you that we will be able to maintain
relationship with our customer in the future. If it scales back or terminates its business relationship
with us, or if we are unable to continue to negotiate favorable contractual terms with them, our
short-term sales will be affected before finding alternative logistic provider/distributor in the
market. We also cannot guarantee that we may be able to secure collaboration with a new distributor
or logistic partner in a timely manner, on favorable or comparable terms, or at all. If this occurs,
our business, financial conditions, results of operations and prospects could be materially and
adversely affected.
Our ability to maintain and grow our sales depends on our ability to manage, expand and
optimize distribution network that ensures timely delivery of our products across China and in
jurisdictions where we intend to operate. However, we may not be able to establish business
relationships with new distributors to support the continued growth of our business. In the event that
our distributor terminates its relationship with us and we are unable to find a capable and
cost-effective alternative, our business, results of operations and financial conditions could be
materially and adversely affected. Even if we successfully expand our distribution network, we
cannot assure you that our distributors and sub-distributors (if any) will at all times comply with
our sales policies. If they fail to distribute our products to their customers in a timely manner,
overstock, or carry out actions which are inconsistent with our business strategy, it may affect our
future sales. Any such deviation from our sales policies and development strategies may materially
and adversely affect our business, financial conditions, results of operations and prospects.
We will mitigate the occurrence of channel stuffing, cannibalization and competition within
our distribution network through various measures as we expand our distribution network.
However, we cannot assure you that the measures would be effective in preventing channel stuffing,
cannibalization and competition within our distribution network. The failure in avoiding such
occurrences may adversely affect our financial conditions and results of operation.
Negative publicity or the failure to maintain and enhance our recognition and reputation may
materially and adversely affect our business and growth prospects.
Our brand is important to attracting and retaining partners and our success depends on our
ability to maintain and enhance our brand image and reputation. Maintaining, promoting and
growing our brands depend largely on the success of our ability to provide consistent, high-quality
services, our marketing efforts and our ability to successfully secure, maintain, and defend our
rights to use our brands and trade names. Our brand could be harmed if we fail to achieve these
objectives.
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Our brand value also depends on our ability to maintain a positive perception of our corporate
integrity, purpose and brand culture. Any negative publicity concerning us, our management,
employees, affiliates and partners, even if untrue, could adversely affect our reputation and business
prospects. There can be no assurance that negative publicity about us or any of our management,
employees or affiliates and partners would not damage our brand image or have a material adverse
effect on our business, results of operations and financial condition.
We, our Directors and management may be involved in claims, disputes, litigation, arbitration
or other legal proceedings in the ordinary course of business, which would be costly and
time-consuming to defend.
We, our Directors and management may from time to time become party to litigation, legal
disputes, claims or administrative proceedings arising in the ordinary course of our business. These
may concern issues relating to, among others, product liability, environmental matters, breach of
contract, employment or labor disputes and intellectual property rights. For example, we may be
sued if our product candidates cause or are perceived to cause injury, significant AEs, or are found
to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any such
product liability claims may include allegations of defects in manufacturing, defects in design, a
failure to warn of dangers inherent in the drug, negligence, strict liability or a breach of warranties.
Involvement in litigation, legal disputes, claims or administrative proceedings may distract
our Directors’ or management’s attention, time and other resources. Furthermore, any litigation,
legal disputes, claims or administrative proceedings which are initially not of material importance
may escalate due to the various factors involved, such as the facts and circumstances of the cases,
the likelihood of winning or losing, the monetary amount at stake and the parties concerned, and
such factors may result in these cases becoming of material importance to us. If we cannot react
quickly and successfully defend ourselves against the claims, we may incur substantial liabilities or
be required to limit commercialization of our product and product candidates.
If our principal investigators, distributor, CROs or other business partners fail to comply with
environmental, health and safety laws and regulations, we could be subject to fines or
penalties and other negative consequences that could have a material and adverse effect on our
business.
We and our business partners are subject to numerous environmental, health and safety laws
and regulations, including but not limited to the treatment and discharge of pollutants into the
environment and the use of toxic and hazardous chemicals in the process of our business operations.
Manufacturing facilities can only continue to operate after the relevant administrative authorities in
charge of environmental protection and health and safety have approved, reexamined and renewed
licenses and permits for our relevant facilities. As requirements imposed by laws and regulations
may change and become more stringent, we or our business partners may not be able to adapt to,
comply with, or accurately predict any potential substantial cost of complying with these laws and
regulations. Failure to comply with such regulations may subject us to rectification orders,
substantial fines, potentially significant monetary damages, or production suspensions. As a result,
any failure by us to control the use or discharge of hazardous substances could have a material and
adverse impact on our business, financial conditions, results of operations and prospects.
We have limited insurance coverage, and any claims beyond our insurance coverage may
result in our incurring substantial costs and a diversion of resources.
We maintain insurance policies that are required under applicable laws and regulations as well
as based on our assessment of our operational needs and industry practice. We also maintain product
liability insurance covering our clinical trials. Our insurance coverage may be insufficient to cover
any claim for product liability, damage to our fixed assets or employee injuries. Any uninsured risks
may result in substantial costs and the diversion of resources, which could adversely affect our
business, financial condition, and results of operations.
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We are subject to risks associated with our leased properties.
As of the Latest Practicable Date, our interests in two leased properties may be defective, as
the ownership certificates or other similar proof of certain leased properties have not been provided
to us by the relevant lessors. Therefore, we cannot assure you that such lessors are entitled to lease
the relevant real properties to us or that the ownership nature of these properties is suitable for
leasing purposes. If the lessors are not entitled to lease the real properties to us and the owners of
such real properties decline to ratify the lease agreements between us and the respective lessors, or
if any third party or governmental authorities challenge our right to use such properties, we may not
be able to enforce our rights to lease such properties under the respective lease agreements against
the owners and be forced to vacate the relevant properties and seek alternative properties.
As of the Latest Practicable Date, we were not aware of any claim or challenge brought by
any governmental authorities or third parties concerning the use of our leased properties. Although
we, as the lessee, will not be penalized or subject to indemnity claims for defects in the nature or
ownership of leased properties, we could be required to vacate the properties, in the event of which
we could only initiate the claim against the lessors under relevant lease agreements for indemnities
for their breach of the relevant leasing agreements. We cannot assure you that we will receive
sufficient indemnity to cover all of our losses, or readily find suitable alternative locations available
on commercially reasonable terms, or at all, and if we are unable to relocate our operations in a
timely manner, our operations may be interrupted.
Pursuant to applicable PRC laws and regulations, all lease agreements are required to be
registered with the local land and real estate administration bureau. As of the Latest Practicable
Date, six lease agreements were not registered and filed with the relevant land and real estate
administration bureaus in the PRC. While non-registration does not void the leases, failure to cure
within the prescribed deadline after official notice may result in a penalty of RMB1,000-
RMB10,000 per lease. The occurrence of the foregoing could have an adverse effect on our results
of operations and financial conditions. In the event that any fine is imposed on us for our failure
to register our lease agreements, we may not be able to recover such losses from the lessors. As of
the Latest Practicable Date, we were not aware of any notice or allegation of penalty from PRC
government authorities for our failure on the registration of lease agreements.
Our information technology systems, or those used by our business partners, may fail or suffer
security breaches, data losses or other unauthorized or improper access, which could
significantly disrupt our ordinary business activities, compromise sensitive information
related to our business or subject us to costly and protracted litigation, which may cause
significant reputational harm and impact our ability to operate our business effectively.
We make use of information technology systems to obtain, process, analyze and manage data.
Despite the implementation of security measures, our information technology systems and those of
our CROs, CMOs, CDMOs, consultants and other service providers may be vulnerable to damage
from computer viruses, unauthorized access, cyber-attacks, natural disasters, terrorism, war and
telecommunication and electrical failures. Any system damage or failure that interrupts data input,
retrieval or transmission or increases service time could disrupt our normal operations. To the extent
that any disruption or security breach were to result in a loss of or damage to data or applications,
or inappropriate disclosure of confidential or proprietary information, we could incur liability and
the further development of our product candidates could be delayed.
There can be no assurance that we will be able to effectively handle any failure of our
information systems, or that we will be able to restore our operational capacity in a timely and
effective manner to avoid disrupting our business. The occurrence of any of these events could
adversely affect our ability to effectively manage our business operations. In addition, if the
capacity of our information systems fails to meet the increasing needs of our expanding operations,
our ability to expand may be constrained.
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We may be subject to natural disasters, health epidemics, acts of war, terrorism, civil and
social disruptions and other force majeure events, which may have a material and adverse
effect on our business.
Natural disasters, health epidemics, acts of war or terrorism or other factors beyond our
control may adversely affect the economy, infrastructure and livelihood of the people in the regions
in which we conduct our business. Our operations may be under the threat of natural disasters, such
as floods, earthquakes, storms, fire or drought, the outbreak of a widespread health epidemic, such
as swine flu, SARS, Ebola, Zika and COVID-19, other factors beyond our control, such as power,
water or fuel shortages, failures, malfunction and other unexpected maintenance or technical
problems, or are susceptible to potential wars or terrorist attacks. Any of the foregoing events and
other events beyond our control could have an adverse effect on the overall business sentiment and
environment, cause uncertainties in the regions where we conduct business, cause our business to
suffer in ways that we cannot predict and materially and adversely impact our business, financial
conditions and results of operations.
Increased labor costs could slow our growth and adversely affect our operations.
Our operations depend in part on the skills and know-how of our employees. In recent years,
the average labor cost in the global pharmaceutical market, particularly for highly skilled and
experienced personnel, has been steadily increasing as the competition for the same pool of
qualified employees has become more intense. We face intense competition in recruiting and
retaining qualified personnel and our remuneration packages may not be as competitive as those of
our competitors. We cannot assure you that there will be no further increase in labor cost, which
may adversely affect our operations and financial conditions.
RISKS RELATING TO DOING BUSINESS IN JURISDICTIONS WHERE WE OPERATE
We are subject to changes in government regulations or in practices relating to the
biopharmaceutical industry, which may increase compliance costs, risk of non-compliance,
and adversely affect our business.
The biopharmaceutical industry in China, the U.S. and other markets in which we intend to
enter is heavily regulated. Recently enacted and future legislation may increase the difficulty and
cost for us to obtain regulatory approval of our product candidates, restrict or regulate post-approval
activities and affect our ability to profitably sell our product and any product candidates for which
we obtain regulatory approval. For example, in China, there have been and will likely continue to
be efforts to enact administrative or legislative changes, including measures which may result in
more rigorous coverage criteria and downward pricing pressure.
We may be exposed to risks of conducting our business and operations in international
markets, including risks relating to political and economic instability and changes in
diplomatic and trade relationships, which may materially and adversely affect our business
and results of operations.
We are susceptible to constantly changing international economic, regulatory, social and
political conditions, and local conditions in foreign countries and regions. Tensions and political
concerns between China and other countries or regions may adversely affect our business, financial
conditions, results of operations, cash flows and prospects. China’s political relationships with
foreign countries and regions may affect the prospects of our relationship with third parties, such
as business partners, suppliers and future customers. Changes to trade policies, treaties and tariffs,
or the perception that these changes could occur, could adversely affect the financial and economic
conditions in the jurisdictions in which we operate. There can be no assurance that our existing or
potential service providers or other business partners will not alter their perception of us or their
preferences as a result of adverse changes to the state of political relationships between China and
the relevant foreign countries or regions. Any tensions and political concerns between China and the
relevant foreign countries or regions may cause a decline in the demand for our future products and
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adversely affect our business, financial conditions, results of operations, cash flows and prospects.
Rising trade and political tensions could reduce levels of trades, investments, technological
exchanges and other economic activities between China and other countries and regions, which
would have an adverse effect on global economic conditions, the stability of global financial
markets, and international trade policies.
In February 2024, the U.S. lawmakers called for investigations into and the imposition of
possible economic sanctions against certain Chinese biopharmaceutical companies over alleged ties
to the Chinese military. The BIOSECURE Act, first introduced in the U.S. Senate in late 2023 and
the U.S. House of Representatives in early 2024 and amended on October 9, 2025, would prohibit
the U.S. government from procuring biotechnology equipment or services from designated
biotechnology companies of concern (“ BCOC ”), and would prohibit government contracts, loans
and grants to any entity that uses biotechnology equipment or services from a designated BCOC.
The latest amendment defines BCOC as including those that are an extension of the Chinese
military as well as firms that answer to a “foreign adversary” or otherwise pose a national security
risk to the U.S. We are of the view that the BIOSECURE Act, if enacted in its current form, would
not have a material and adverse impact on our business, primarily because, to our best knowledge,
we are not a recipient of any U.S. federal government contracts, loans, grants or funding and do not
anticipate applying for such contracts, loans, grants or funding in the future. Furthermore, to our
best knowledge, none of our licensing partners in existence are using any services provided by us
under the respective licensing arrangements in connection with any federal contracts, loans, grants
or funding. However, future amendment to the BIOSECURE Act may revise and expand the name
list of BCOC and we cannot guarantee that our business partners or their collaborators will not be
named by the regulation. If any such things happen, our results of operations, financial conditions
and business prospects may be materially and adversely affected.
In addition, over the years, the U.S. government has imposed rounds of tariffs on imports from
China and other countries. Recently, in September 2025, the U.S. President Trump announced that
the U.S. would impose a 100% tariff on imports of branded or patented pharmaceutical products
from October 1, 2025, unless a pharmaceutical company is building a manufacturing plant in the
U.S. On October 1, 2025, the Trump administration announced the 100% tariff had not gone into
effect and that the administration had begun preparing tariffs on manufacturers that do not build in
the U.S. or enter into a most-favored-nation drug pricing agreement with the Trump administration,
casting uncertainty over the future of the proposed 100% pharmaceutical tariffs. Meanwhile, China
has implemented measures in response to the heightened tariffs against Chinese products initiated
by the U.S. government. It is unknown whether and to what extent new tariffs, export controls, or
other new laws or regulations will be adopted, or the effect that any such actions would have on us
or our industry.
During the Track Record Period, we have initiated clinical trials in the U.S. Although most of
the items imported by our suppliers and CDMOs are available in general markets, if the U.S. were
to further increase the tariff on any of the abovementioned items imported from China or other
countries, we might not be able to find substitutes with the same quality and price in China or from
other countries. Our business is therefore subject to constantly changing international economic,
regulatory, social and political conditions, and local conditions in those foreign countries and
regions. As a result, China’s political relationships with those foreign countries and regions may
affect the prospects of conducting clinical trials in such countries and regions.
There can be no assurance that our clinical trials will be carried out smoothly as a result of
adverse changes to the state of political relationships between China and the relevant foreign
countries or regions. Any tensions and political concerns between China and the relevant foreign
countries or regions may adversely affect our business, financial conditions, results of operations,
cash flows and prospects. It also remains unclear what actions, if any, the U.S. government will take
with respect to other existing international trade agreements. If the U.S. were to withdraw from or
materially modify certain international trade agreements to which it is a party, especially with
respect to intellectual property transfer, our business, financial conditions and results of operations
could be negatively impacted.
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We may be subject to the approval, filing or other requirements of the CSRC or other PRC
governmental authorities in connection with future capital raising activities, including this
Global Offering, and, if required, we cannot predict whether we will be able to obtain such
approval or complete such filing.
Pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by
Domestic Companies () and certain supporting
guidelines (together, “ Trial Measures ”), domestic companies that seek to list should fulfill the
filing procedure and report relevant information to the CSRC. The filing is required to be conducted
within three business days after the submission of the application for initial public offering and
listing overseas to the overseas regulators. The CSRC will review the filing application and may
have queries and may consult with other relevant regulators. Further follow-up offerings after
overseas listings also require a filing or a report submitted to the CSRC in accordance with the Trial
Measures, and the listed companies will need to report to the CSRC upon the occurrence and public
disclosure of certain significant matters. If a domestic company fails to complete the filing
procedure or conceals any material fact or falsifies any major content in its filing documents, such
domestic company may be subject to administrative penalties, such as orders to rectify, warnings,
fines, and its controlling shareholders, actual controllers, the person directly in charge and other
directly liable persons may also be subject to administrative penalties, such as warnings and fines.
Our PRC Legal Adviser is of the view that this Global Offering shall be deemed as a direct
overseas Listing by PRC domestic enterprise, and we are required to submit filings with the CSRC
within three business days after we submit filings to the Hong Kong Stock Exchange for this
Listing. We cannot assure you that we could meet such requirements or complete such filing in
accordance with the Trial Measures in a timely manner. Any failure may restrict our ability to
complete the Listing or any future equity capital-raising activities.
Existing or future laws and regulations related to privacy, data protection and information
security are subject to rapid and evolving changes, imposing significant compliance
requirements on us. Compliance with such laws may require significant resources and increase
the costs of our products, which may negatively affect our operating results and business.
We are subject to privacy, data protection and information security laws and regulations that
apply to the collection, transmission, storage and use of personal information, which among other
things, impose certain requirements relating to the privacy, security and transmission of personal
information. Failure to comply with any of these laws and regulations could result in enforcement
actions, fines, imprisonment of company officials and public censure, claims for damages by
affected individuals, damage to reputation and loss of goodwill, any of which could have a material
and adverse effect on our business, financial conditions, results of operations or prospects.
However, our ongoing efforts to comply with evolving laws and regulations may be costly and
require ongoing modifications to our policies and procedures.
Pursuant to Article 2 of the Measures for Cybersecurity Review () (the
“MCR”), if a critical information infrastructure operator purchases network products and services
or a network platform operator conducts any data processing activity that affects or may affect
national security, a cybersecurity review shall be carried out according to the MCR. In accordance
with Article 7 of the MCR, a network platform operator possessing personal information of more
than one million users must apply to the Cybersecurity Review Office for cybersecurity review
when listing abroad.
As of the Latest Practicable Date, (i) we had not been notified of the results of any
determination that we have been identified as a critical information infrastructure operator by the
relevant governmental authorities; (ii) we did not hold the personal information of more than 1
million users; (iii) we had not received any notification of cybersecurity review from the relevant
governmental authorities, nor had we been involved in any investigations on cybersecurity review
initiated by CAC or received any inquiry, notice, warning, or sanctions in such respect; and (iv) the
Global Offering is a listing in Hong Kong, rather than a listing abroad. Therefore, as advised by our
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PRC Legal Adviser, taking into consideration the above and provided that there is no material
change to our current business and no further rules are introduced and no significant changes to the
MCR is made by the relevant governmental authorities, our Directors believe we are not required
to voluntarily apply for a cybersecurity review under the MCR as of the Latest Practicable Date.
However, the MCR was released recently, and relevant government authorities may issue
additional regulations. If we are deemed having conducted any data processing activity that “affects
or may affect national security” by the relevant regulatory authorities, we may be subject to
cybersecurity review under the MCR. We may fail to pass such cybersecurity review, in which case
our Listing may be impeded, our business operations may be adversely affected, and/or we may be
subject to other penalties and/or actions by the competent governmental authorities.
The Data Security Law of the PRC (), stipulates data security
obligations on entities and individuals carrying out data processing activities, introduces a data
classification and hierarchical protection system based on the importance of data in economic and
social development, and the degree of harm it will cause to national security, public interests or
legitimate rights and interests of individuals or organizations when such data are tampered with,
destroyed, leaked, or illegally acquired or used, and provides for a national security review
procedure for those data processing activities which may affect national security as well as regulates
the export of certain data and information. The Personal Information Protection Law of the PRC
(), clarifies the scope of application, the definition of personal
information and sensitive personal information, the legal basis of personal information processing
and the basic requirements of notice.
According to the Regulation on Network Data Security Management ( ၣഖᅰኽτΌ၍ଣૢ
Է) promulgated by the State Council, if the activities of cyber data processors affect or may
affect national security, a national security review is required. If it is necessary to provide important
data collected or generated domestically to entities abroad, it shall be subject to the security
assessment of outbound data transfer organized by the Cyberspace Administration of PRC.
The Measures for the Security Assessment of Cross-border Data Transfer ( ᅰኽ̈ྤτΌ൙
) require that the data processors providing data overseas and falling under any of the
circumstances provided in Article 4 of the Measures for the Security Assessment of Cross-border
Data Transfer shall apply for the security assessment of cross-border data transfer. In addition, the
Measures for the Administration of Standard Contractual Clauses for the Cross-Border Transfer of
Personal Information (), attach the prescribed template for the
standard contract on the cross-border transfer of personal information that could be used as an
available option to satisfy the condition for cross-border transfer of personal information under
Article 38 of the Personal Information Protection Law. According to the Provisions on Facilitating
and Regulating Cross-border Data Flow (), where a data
processor transfers any data overseas and falls under any of the following circumstances, it shall
apply to the CAC for security assessment: (i) where a critical information infrastructure operator
provides personal information or important data overseas; or (ii) where a data processor other than
critical information infrastructure operator transfers overseas the personal information of more than
one million individuals (excluding sensitive personal information) or the sensitive personal
information of more than 10,000 individuals on a cumulative basis starting from January 1 of the
said year. As of the Latest Practicable Date, as our business operations had not fallen under any of
the above-mentioned circumstances, our Directors believe that the security assessment of
cross-border data transfer under the Measures for the Security Assessment of Cross-border Data
Transfer shall not be applicable to us currently.
Up to the Latest Practicable Date, we were not subject to any material claims, lawsuits,
penalties or administrative actions in accordance with applicable PRC laws and regulations with
respect to data privacy and protection. As confirmed by our PRC Legal Adviser, up to the Latest
Practicable Date, we had complied with laws and regulations related to cybersecurity, personal
information, data protection and cross-border data transfer in all material aspects.
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Laws in all 50 U.S. states require businesses to provide notice under certain circumstances
generally to governmental authorities and affected individuals in connection with certain breaches
of personal information, and, in the future, we may be required to notify applicable governmental
authorities and affected individuals in the event of a data breach or other data security incident. In
addition to data breach notification laws, some states have enacted statutes and rules requiring
businesses to reasonably protect certain types of personal information they hold or to otherwise
comply with certain specified data security requirements for personal information. Other states also
have enacted laws and regulations relating to privacy, information security and comprehensive
privacy laws. The laws are not consistent, as certain state laws may be more stringent or broader
in scope, or offer greater individual rights, with respect to sensitive and personal information than
federal, international, or other state laws, and such laws may differ from each other, which may
complicate compliance efforts. These laws may apply directly to our business or indirectly by
contract when we enter into collaboration arrangements with other companies. If we become subject
to these new or additional privacy laws, the risk of enforcement actions against us could increase.
We may be restricted from using human genetic resources collected in China.
According to the Administration of Human Genetic Resources ( ɛᗳ፲ෂ༟๕၍ଣૢԷ)
and the PRC Biosecurity Law (), if any scientific data falls within
the scope of Chinese human genetic resources, any transfer of such data outside of China will be
subject to the prior approval of the PRC National Health Commission. There can be no assurance
that we will be able to obtain such approval in a timely manner, or at all.
We may be directly or indirectly subject to applicable anti-bribery, anti-kickback, false
claims, physician payment transparency, fraud and abuse laws or similar healthcare and
security laws and regulations, which could expose us to civil penalties, contractual damages,
reputational harm, and criminal sanctions, which may lead to diminished profits and future
earnings.
Healthcare providers, including physicians and others, play a primary role in the
recommendation and prescription of products for which we may seek regulatory approval. As we
currently have one commercialized product in China and expect to pursue additional marketing
approvals in China and the U.S., our operations have been subject to various PRC fraud and abuse
laws, including the PRC Anti-Unfair Competition Law () and
the PRC Criminal Law (), and after receiving marketing approvals from
the FDA, our operations will be subject to federal and state fraud and abuse laws in the U.S.,
including the federal Anti-Kickback Statute and the False Claims Act, as well as physician payment
transparency laws and regulations, including the Federal Physician Payment Act, among others.
Furthermore, we are subject to anti-bribery laws in China that generally prohibit companies
and their intermediaries from making payments to government officials for the purpose of obtaining
or retaining business or securing other improper advantages. In addition, although currently our
business operations are primarily in China, we are subject to the Foreign Corrupt Practices Act
(FCPA) of the United States, which generally prohibits us from making improper payments to
non-U.S. officials for the purpose of obtaining or retaining business.
Efforts to ensure that our business arrangements with third parties are in compliance with
applicable healthcare laws and regulations will involve substantial costs. Regulatory authorities
could conclude that our business practices may not comply with current or future fraud, abuse or
other healthcare laws or regulations. If any such actions are instituted against us, and if we are not
successful in defending ourselves or asserting our rights, those actions could result in the imposition
of civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible
exclusion from participation in governmental healthcare programs, contractual damages,
reputational damage, diminished profits and future earnings, and curtailment of our operations, any
of which could adversely affect our ability to operate our business and have a material and adverse
effect on our business, financial conditions, results of operations and prospects.
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If any of the physicians or other providers or entities with whom we expect to do business is
found to be not in compliance with applicable laws, they may be subject to criminal, civil or
administrative sanctions, including exclusions from government-funded healthcare programs,
which may also adversely affect our business.
Y ou may experience difficulties in effecting service of legal process, enforcing foreign
judgments, or bringing original actions based on foreign laws against us and our management
in the PRC.
A significant portion of our assets and the majority of our Directors and senior management
are located in the PRC. As a result, it may not be possible to effect service of process within certain
jurisdictions outside the PRC upon us or most of our Directors and senior management. Pursuant
to Arrangements for Reciprocal Recognition and Enforcement of Judgments in Civil and
Commercial Cases between Courts of the Chinese Mainland and Hong Kong Special Administrative
Region (τર) effective on
January 29, 2024, promulgated by the Supreme People’s Court, a party with an enforceable final
court judgment rendered by the competent People’s Court of the PRC or the High Court of Hong
Kong with respect to any civil and commercial cases excluding certain types of cases may apply for
recognition and enforcement of the judgment in the relevant Intermediate People’s Court of the PRC
or the High Court of Hong Kong. We cannot assure you that an effective judgment that complies
with the New Arrangement can be recognized and enforced in a PRC court.
Required procedures on the remittance of Renminbi into and out of the PRC may affect our
ability to pay dividends and other obligations and affect the value of your investment.
Procedures on the remittance of Renminbi into and out of the PRC are required under the
relevant PRC laws and regulations. A substantial majority of our future revenue is expected to be
denominated in Renminbi and we will need to convert Renminbi into foreign currencies for the
payment of dividends, if any, to holders of our H Shares. Shortages in the availability of foreign
currency may affect our ability to remit sufficient foreign currency to pay dividends or other
payments, or otherwise satisfy our foreign currency denominated obligations.
Under the relevant PRC laws and regulations, foreign exchange transactions under the current
account conducted by us do not require advance approval from China’s State Administration of
Foreign Exchange (“ SAFE ”), but we are required to present relevant documentary evidence of such
transactions and conduct such transactions at designated foreign exchange banks within China that
have the licenses to carry out foreign exchange business. Approval from appropriate government
authorities is required where Renminbi is to be converted into foreign currency and remitted out of
China to pay capital expenses such as the repayment of loans denominated in foreign currencies.
Holders of H Shares may be subject to PRC income taxes.
Non-PRC resident individuals are required to pay PRC individual income tax at a 20% rate
for the income derived in China under the PRC Individual Income Tax Law (the “ IIT Law ”) and
its implementation guidelines. Accordingly, we are required to withhold such tax from dividend
payments, unless applicable tax treaties between China and the jurisdiction in which the foreign
individual resides reduce or provide an exemption for the relevant tax obligations. However,
pursuant to the Circular on Certain Policy Questions Concerning Individual Income Tax (݁
) (Cai Shui Zi [1994] No. 020), the
income gained by individual foreigners from dividends and bonuses of enterprises with foreign
investment are exempted from individual income tax for the time being. As of the Latest Practicable
Date, no aforesaid provisions had expressly provided that individual income tax shall be levied on
non-PRC resident individual holders on the transfer of shares in PRC resident enterprises listed on
overseas stock exchanges, and to our knowledge, no such individual income tax was levied by PRC
tax authorities in practice. However, there is no assurance that the PRC tax authorities will not
change these practices which could result in levying income tax on non-PRC resident individual
holders on gains from the sale of H Shares.
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For non-PRC resident enterprises that do not have establishments or premises in China, and
for those that have establishments or premises in China but whose income is not related to such
establishments or premises, under the PRC Enterprise Income Tax Law and its implementation
regulations, dividends paid by us and gains realized by such foreign enterprises upon the sale or
other disposition of H Shares are subject to PRC enterprise income tax at a 10% rate. In accordance
with the Circular on Issues Relating to Withholding of Enterprise Income Tax by PRC Resident
Enterprises on Dividends Paid to Overseas Non-PRC Resident Enterprise Shareholders of H Shares
(͏ΆุΣྤ̮H)
(Guo Shui Han [2008] No. 897), the withholding tax rate for dividends payable to non-PRC resident
enterprise holders of H Shares will be 10% and we intend to withhold tax at a rate of 10% from
dividends paid to non-PRC resident enterprise holders of our H Shares (including HKSCC
Nominees). Non-PRC resident enterprises that are entitled to be taxed at a reduced rate under an
applicable income tax treaty or arrangement will be required to apply to the PRC tax authorities for
a refund of any amount withheld in excess of the applicable treaty rate, and the payment of such
refund will be subject to the PRC tax authorities’ approval.
Despite the arrangements mentioned above, the interpretation and application of applicable
PRC tax laws and regulations by the competent tax authorities shall be in accordance with the then
effective laws and regulations, and new taxes may be imposed which may materially and adversely
affect the value of your investment in our H Shares.
Payment of dividends is subject to restrictions under PRC law and regulations.
Under PRC law and the constitutional documents of our Company and our PRC operating
subsidiaries, dividends may be paid only out of distributable profits, which refer to after-tax profits
as determined under PRC GAAP less any recovery of accumulated losses and required allocations
to statutory capital reserve funds. As a result, our Company and our PRC operating subsidiaries may
not be able to pay a dividend in a given year if our Company or our PRC operating subsidiaries do
not have distributable profits as determined under PRC GAAP even if they have profits as
determined under IFRS. During the Track Record Period, no dividend had been paid or declared by
us. As of the Latest Practicable Date, we did not have a formal dividend policy. We currently intend
to retain all available funds and earnings and not to declare or pay any dividends in the foreseeable
future. See “Financial Information — Dividend” for further details.
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 discretion of our Directors, after
taking into account our results of operations, financial conditions, cash requirements and
availability and other factors as they may deem relevant, and subject to the approval at
Shareholders’ meeting. We may not have sufficient or any profits to enable us to make dividend
distributions to our Shareholders in the future, even if our financial statements indicate that our
operations have been profitable.
We are subject to risks in relation to our social insurance and housing provident fund
contributions.
Pursuant to the Social Insurance Law of the PRC () and the
Regulations on the Administration of Housing Provident Funds (၍ଣૢԷ), we are
required to make contributions to the social insurance plans and the housing provident fund under
the relevant PRC laws and regulations for our employees.
During the Track Record Period and as of the Latest Practicable Date, we have made proper
payment of social insurance premium and housing provident funds for substantially all of our
employees. We engaged a third-party human resource agent to pay social insurance premium and
housing provident funds for certain employees on behalf of us in locations where we do not have
substantial presence in accordance with customary industry practice. We might also be subject to
additional contribution, late payment fee and/or penalties imposed by relevant authorities if the
third-party human resource agency failed to pay the social insurance or housing provident funds for
RISK FACTORS
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the relevant employees in full amount and/or in a timely manner, or if the validity of such
arrangements are challenged by relevant authorities. We might also be subject to potential labor
disputes arising from such arrangements with the relevant employees. In addition, certain of our
foreign employee voluntarily waived our contributions to social insurance and housing provident
funds on behalf of such employee and signed a waiver form. Such form may be deemed invalid by
the court if such employee files a lawsuit against us in the court alleging our failure to pay social
insurance premiums. For details relating to the legal basis for such lawsuit, see “Regulatory
Overview — Regulations on Labor Protection — Social Insurance and Housing Provident Funds.”
As of the Latest Practicable Date, we had, and the third-party human resource agent confirmed
they had made full and timely contributions for substantially all employees. As of the Latest
Practicable Date, there had been no disputes between us/the third-party human resource agent and
employees with regard to such arrangement, and we had not received any notice of rectification
from, or been imposed any administrative penalty by, the relevant governmental authorities as a
result of such arrangement. As of the Latest Practicable Date, there had been no dispute between
us and any employee for the voluntary waiver of the contribution of social insurance and housing
provident funds. As advised by our PRC Legal Adviser, the risks that we are required by the relevant
authorities to make additional payment of social insurance and housing provident funds and be
subject to administrative penalties during the Track Record Period are remote.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no public market 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 public 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 the Global Offering. The initial Offer Price for our H Shares to the
public will be the result of negotiations between us and the Joint Representatives (for themselves
and on behalf of the Underwriters), and the Offer Price may differ significantly from the market
price of the H Shares following the Global Offering.
We have applied to the Hong Kong Stock Exchange for the listing of, and permission to deal
in, the H Shares (including any H Shares which may be issued pursuant to the exercise of the
Over-allotment Option). A listing on the Hong Kong Stock Exchange, however, does not guarantee
that an active and liquid trading market for the H Shares will develop, or if it does develop, that
it will be sustained following the Global Offering, or that the market price of the H Shares will not
decline following the Global Offering. If an active public market for our H Shares does not develop
following the completion of the Global Offering, the market price and liquidity of our H Shares
could be materially and adversely affected.
The price and trading volume of our H Shares may be volatile, which could lead to substantial
losses to investors.
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, performance and
the market price of the shares of other companies engaging in similar business may affect the price
and trading volume of our H Shares. In addition to market and industry factors, the price and trading
volume of our H Shares may be highly volatile for specific business reasons, such as fluctuations
in our revenue, earnings, cash flows, investments, expenditures, regulatory developments,
relationships with our suppliers, movements or activities of key personnel, or actions taken by
competitors. Moreover, shares of other companies listed on the Hong Kong Stock Exchange with
significant operations and assets in China have experienced price 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
but related to the overall political and economic conditions in Hong Kong, Chinese Mainland or
elsewhere in the world.
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Our Single Largest Shareholders Group has substantial influence over our Company and their
interests may not be aligned with the interests of our other Shareholders.
Immediately upon the completion of the Global Offering, without taking into account any H
Shares which may be issued pursuant to the exercise of the Over-allotment Option, our Single
Largest Shareholders Group will collectively control approximately 20.41% of the voting power at
our general meetings. Our Single Largest Shareholders Group will thus have significant influence
over our business and affairs, including decisions in respect of mergers or other business
combinations, acquisition or disposition of assets, issuance of additional Shares or other equity
securities, timing and amount of dividend payments, and our management. This concentration of
ownership may discourage, delay or prevent a change in the control of our Company, which could
deprive other Shareholders of an opportunity to receive a premium for their H Shares as part of a
sale of shares of our Company and might reduce the price of our H Shares. These events may occur
even if they are opposed by our other Shareholders. In addition, the interests of our Single Largest
Shareholders Group may differ from the interests of our other Shareholders. We cannot assure you
that our Single Largest Shareholders Group will not exercise their substantial influence over us and
cause us to enter into transactions or take, or fail to take, actions or make decisions that conflict
with the best interests of our other Shareholders.
Future sales or perceived sales of significant number of our H Shares in the public market
following the Global Offering could materially and adversely affect the price of our H Shares.
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 and adversely affect our ability to raise 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 future. 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.
In addition, while investors subscribing shares in the Global Offering are not subject to any
restrictions on the disposal of the H Shares they subscribed (except otherwise disclosed in this
Prospectus), they may have existing arrangements or agreement to dispose part or all of the H
Shares they hold immediately or within certain period upon completion of the Global Offering for
legal and regulatory, business and market, or other reasons. Such disposal may occur within a short
period or any time or period after the Listing Date.
Any sale of the H Shares subscribed by such investors pursuant to such arrangement or
agreement could adversely affect the market price of our H Shares and any sizeable sale could have
a material and adverse effect on the market price of our H Shares and could cause substantial
volatility in the trading volume of our H Shares.
Raising additional capital or entering into certain other arrangements may cause dilution to
our Shareholders, restrict our operations or require us to relinquish rights to our technologies
or product candidates.
The Offer Price of the H Shares is higher than the net tangible asset value per H Share
immediately prior to the Global Offering. Therefore, purchasers of the H Shares in the Global
Offering will experience an immediate dilution. In order to expand our business, we may consider
offering and issuing additional Shares in the future. Purchasers of the H Shares may experience
dilution 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. Furthermore, we may issue Shares through share incentive
scheme and employee shareholding scheme, which would further dilute Shareholders’ interests in
our Company.
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Because we do not expect to pay dividends in the foreseeable future after the Global Offering,
you must rely on price appreciation of our H Shares for a return on your investment.
We intend to retain most, if not all, of our available funds and any future earnings after the
Global Offering to fund the development and commercialization of our product candidates. As a
result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should
not rely on an investment in our H Shares as a source for any future dividend income.
Our Board has complete discretion as to whether to distribute dividends. Even if our Board
declares and pays dividends, the timing, amount and form of future dividends, if any, will depend
on our future results of operations and cash flow, our capital requirements and surplus, the amount
of distributions (if any) received by us from our subsidiary, our financial conditions, contractual
restrictions and other factors deemed relevant by our Board. For details, see “Financial Information
— Dividend.” Accordingly, the return on your investment in our H Shares will likely depend
entirely upon any future price appreciation of our H Shares. There is no guarantee that our H Shares
will appreciate in value after the Global Offering or even maintain the price at which you purchased
the Shares. Y ou may not realize a return on your investment in our H Shares and you may even lose
your entire investment in our H Shares.
Certain facts, forecasts and statistics in this Prospectus relating to the industry we compete in
are derived from third-party reports or publicly available sources.
Certain statistics, information and data contained in this Prospectus relating to China and
elsewhere in the world, and the industry in which we operate have been derived from various
official government publications or other third-party reports. In particular, we have extracted and
disclosed in this Prospectus certain statistics, information and data from publications and other
publicly available sources relating to the products and product candidates of third parties, scientific
research, theories and mechanisms. We have taken reasonable care in the reproduction or extraction
of the official government publications for the purpose of disclosure in this Prospectus. However,
we cannot guarantee the quality or reliability of official government publications. They have not
been prepared or independently verified by us, any of our Directors, the Joint Sponsors, the Joint
Representatives, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Underwriters or any of their respective affiliates or advisers and,
therefore, we make no representation as to the accuracy of such statistics, information and data from
the official government publications, which may not be consistent with other information compiled
within or outside the PRC. Due to possibly flawed or ineffective collection methods and analysis
or discrepancies between the official government publications and market practice, such statistics,
information and data in this Prospectus may be inaccurate or may not be comparable to statistics,
information and data produced with respect to other economies. Further, there is no assurance that
they are stated or compiled on the same basis or with the same degree of accuracy as the case may
be in other jurisdictions. In all cases, investors should give consideration as to how much weight
or importance they should attach to or place on such facts.
Y ou should read the entire Prospectus carefully, and we strongly caution you not to place any
reliance on any information contained in press articles or other media regarding us or the
Global Offering.
Prior to the publication of this Prospectus, there has been coverage in the media regarding us
and the Global Offering, which contained among other things, certain financial information,
projections, valuations and other forward-looking information about us and the Global Offering. We
have not authorized the disclosure of any such information in the press or media and do not accept
any responsibility for the accuracy or completeness of such media coverage or forward-looking
statements. We make no representation as to the appropriateness, accuracy, completeness or
reliability of any information disseminated in the media. We disclaim any responsibility for the
accuracy or completeness of any information in the media to the extent that such information is
inconsistent or conflicts with the information contained in this Prospectus. Accordingly, prospective
investors are cautioned to make their investment decisions on the basis of the information contained
in this Prospectus only and should not rely on any other information.
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In preparation for the Listing, our Company has sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules and exemptions from strict compliance
with the Companies (Winding up and Miscellaneous Provisions) Ordinance.
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
According to Rule 8.12 of the Listing Rules, a new applicant for a primary listing on the Stock
Exchange must have a sufficient management presence in Hong Kong. This normally means that at
least two of our executive Directors must be ordinarily resident in Hong Kong. Rule 19A.15 of the
Listing Rules further provides that the requirement in Rule 8.12 of the Listing Rules may be waived
by having regard to, among other considerations, our arrangements for maintaining regular
communication with the Hong Kong Stock Exchange.
We do not have a sufficient management presence in Hong Kong for the purpose of satisfying
the requirement under Rule 8.12 and Rule 19A.15 of the Listing Rules. Our management
headquarters, senior management, business operations and assets are primarily based outside Hong
Kong. The Directors consider that either by means of relocation of our existing executive Directors
or appointment of additional executive Directors who will be ordinarily resident in Hong Kong
would not be beneficial to, or appropriate for, our Group and therefore would not be in the best
interests of our Company or the Shareholders as a whole. As such, we have applied to the Stock
Exchange for, and the Stock Exchange has granted us a waiver from strict compliance with Rule
8.12 and Rule 19A.15 of the Listing Rules. We will ensure that there is a regular and effective
communication between us and the Stock Exchange by way of, among others, the following
conditions:
(a) pursuant to Rules 3.05 of the Listing Rules, we have appointed and will continue to
maintain two authorized representatives, who will act as our principal channel of
communication with the Stock Exchange and ensure that our Company complies with the
Listing Rules at all times. The two authorized representatives appointed are Dr. Gavin
Xia and Mr. Tse Y u Y eung ( ᑽౕජ) (the “ Authorized Representatives ”). Mr. Tse is
situated and based in Hong Kong, and will be available to meet with the Stock Exchange
in Hong Kong within a reasonable time frame upon the request of the Stock Exchange.
Both of the Authorized Representatives will be readily contactable by telephone and
email to deal promptly with enquiries from the Stock Exchange. Our Company has
provided contact details of the two Authorized Representatives to the Stock Exchange
and will inform the Stock Exchange promptly in respect of any change in the authorized
representatives;
(b) both Authorized Representatives have means to contact all Directors (including the
independent non-executive Directors) promptly at all times as and when the Stock
Exchange wishes to contact our Directors for any matters. Our Company has
implemented a policy whereby (1) each Director has provided their respective valid
phone numbers or other means of communication to the Authorized Representatives; (2)
in the event that a Director expects to travel or is otherwise out of office, he/she will
endeavor to provide his/her phone number of the place of his/her accommodation to the
Authorized Representatives or maintain an open line of communication via his/her
mobile phone; and (3) each Director has provided his/her mobile phone number, office
phone number and e-mail address to the Stock Exchange and will inform the Stock
Exchange promptly if there are any changes to the contact details of the Directors;
(c) pursuant to Rule 3.20 of the Listing Rules, each Director has provided his/her contact
information to the Stock Exchange and to the Authorized Representatives. This will
ensure that the Stock Exchange and the Authorized Representatives should have means
for contacting all Directors promptly at all times as and when required;
(d) all our Directors who are not ordinarily resident in Hong Kong have confirmed that they
possess or can apply for valid travel documents to visit Hong Kong and will be able to
meet with relevant members of the Stock Exchange in Hong Kong upon reasonable
notice, when required;
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(e) pursuant to Rules 3A.19 of the Listing Rules, we have retained the services of Somerley
Capital Limited as compliance adviser (the “ Compliance Adviser ”) upon Listing for a
period commencing on the Listing Date and ending on the date on which we comply with
Rule 13.46 of the Listing Rules in respect of our financial results for the first full
financial year commencing after the Listing Date, which will act as an additional
channel of communication with the Stock Exchange and will be available to respond to
enquiries from the Stock Exchange; The contact details of the Compliance Adviser has
been provided to the Stock Exchange and the Company will inform the Stock Exchange
promptly in respect of any change in the Compliance Adviser;
(f) our Authorized Representatives, Directors and other officers of our Company will
provide promptly such information and assistance as the Compliance Adviser may
reasonably require in connection with the performance of the Compliance Adviser’s
duties as set forth in Chapter 3A of the Listing Rules. There will be adequate and
efficient means of communication between our Company, Authorized Representatives,
Directors and other officers of our Company and the Compliance Adviser, and to the
extent reasonably practicable and legally permissible, we will keep the Compliance
Adviser informed of all communications and dealings between the Stock Exchange and
us; meetings between the Stock Exchange and our Directors could be arranged through
our Authorized Representatives or the Compliance Adviser, or directly with our
Directors within a reasonable time frame. We will inform the Stock Exchange as soon
as practicable in respect of any change of Authorized Representatives and/or the
Compliance Adviser;
(g) we will appoint other professional advisers (including legal advisers in Hong Kong)
after the Listing to assist us in dealing with any questions which may be raised by the
Stock Exchange and to ensure that there will be prompt and effective communication
with the Stock Exchange.
W AIVER IN RESPECT OF JOINT COMPANY SECRETARY
Pursuant to Rules 3.28 and 8.17 of the Listing Rules and Chapter 3.10 of the Guide for New
Listing Applicants, a new applicant for listing on the Stock Exchange 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 discharging the functions of the company
secretary.
Note 1 to Rule 3.28 of the Listing Rules provides that the Stock Exchange considers the
following academic or professional qualifications to be acceptable:
(a) a member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister as defined in the Legal 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 other issuers and the roles he/she played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including the
SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance and the Takeovers Code;
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(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.
Our Company has appointed Mr. Chen Nanyou (“ Mr. Chen ”) and Mr. Tse Y u Y eung ( ᑽౕජ)
(“Mr. Tse”) as our joint company secretary. See “Directors and Senior Management — Joint
Company Secretaries” for their biographical details.
Mr. Chen serves as the head of investor relations of our Group and has extensive experience
in capital markets affairs and investment matters. The Company believes that it would be in the best
interests of the Company and the corporate governance of the Group to have as its joint company
secretary a person such as Mr. Chen who is the head of investor relations and has day-to-day
knowledge of the Company’s affairs. Mr. Chen has the necessary nexus to the Board and close
working relationship with management of the Company in order to perform the function of a joint
company secretary and to take the necessary actions in the most effective and efficient manner.
However, Mr. Chen 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.
Therefore, we have appointed Mr. Tse, who fully meets the requirements stipulated under Rules
3.28 and 8.17 of the Listing Rules, to act as the other joint company secretary and to provide
assistance to Mr. Chen for an initial period of three years from the Listing Date to enable Mr. Chen
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.
Accordingly, 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 Mr. Chen may be appointed as a joint company secretary of our Company.
The waiver is valid for an initial period of three years from the Listing Date, and is granted
on the condition that Mr. Tse, as a joint company secretary of our Company, will work closely with
Mr. Chen to jointly discharge the duties and responsibilities as company secretaries and assist Mr.
Chen in acquiring the relevant experience as required under Rules 3.28 and 8.17 of the Listing
Rules. Mr. Tse will also assist Mr. Chen in organizing Board meetings and Shareholders’ meetings
of our Company as well as other matters of our Company which are incidental to the duties of a
company secretary. Mr. Tse is expected to work closely with Mr. Chen and will maintain regular
contact with Mr. Chen, the Directors and the senior management of our Company. In addition, Mr.
Chen will comply with the annual professional training requirement under Rule 3.29 of the Listing
Rules and will enhance his knowledge of the Listing Rules during the three-year period from the
Listing. Mr. Chen will also be assisted by (a) the Compliance Adviser, particularly in relation to
compliance with the Listing Rules; and (b) the Hong Kong legal advisers of our Company, on
matters concerning our Company’s ongoing compliance with the Listing Rules and the applicable
laws and regulations.
Pursuant to Chapter 3.10 of the Guide for New Listing Applicants, the waiver will be revoked
immediately if Mr. Tse ceases to provide assistance to Mr. Chen as a joint company secretary for
the three-year period after the Listing Date or where there are material breaches of the Listing Rules
by our Company.
Prior to the expiration of the initial three-year period, the qualifications and experience of Mr.
Chen will be re-evaluated to determine whether the requirements as stipulated in Rules 3.28 and
8.17 of the Listing Rules can be satisfied and whether the need for ongoing assistance will continue.
We will liaise with the Stock Exchange to enable it to assess whether Mr. Chen, having benefited
from the assistance of Mr. Tse for the preceding three years, will have acquired the skills necessary
to carry out the duties of company secretary and the relevant experience within the meaning of Note
2 to Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.
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EXEMPTION FROM STRICT COMPLIANCE WITH SECTION 342(1) OF THE
COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE IN
RELATION TO PARAGRAPH 27 OF PART I AND PARAGRAPH 31 OF PART II OF THE
THIRD SCHEDULE TO THE COMPANIES (WINDING UP AND MISCELLANEOUS
PROVISIONS) ORDINANCE
According to section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, the prospectus shall include the matters specified in Part I of the Third Schedule thereto
and the reports specified in Part II of the Third Schedule thereto.
According to paragraph 27 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, our Company is required to include in the prospectus a
statement as to the gross trading income or sales turnover (as the case may be) of our Company
during each of the three financial years immediately preceding the issue of the prospectus as well
as an explanation of the method used for the computation of such income or turnover and a
reasonable breakdown of the more important trading activities.
According to paragraph 31 of Part II of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, our Company is required to include in its document a report
prepared by our Company’s auditor with respect to the profits and losses and assets and liabilities
of our Company for each of the three financial years immediately preceding the issue of the
document.
According to section 342A(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, the SFC may issue, subject to such conditions (if any) as the SFC thinks fit, a certificate
of exemption from compliance with the relevant requirements under the Companies (Winding Up
and Miscellaneous Provisions) Ordinance if, having regard to the circumstances, the SFC considers
that the exemption will not prejudice the interest of the investing public and compliance with any
or all of such requirements would be irrelevant or unduly burdensome, or is otherwise unnecessary
or inappropriate.
According to Rule 4.04(1) of the Listing Rules, the Accountant’s report contained in the
prospectus must include, among others, the results of the company in respect of each of the three
financial years immediately preceding the issue of the prospectus or such shorter period as may be
acceptable to the Stock Exchange.
According to Rule 18A.06 of the Listing Rules, an eligible biotech company shall comply with
Rule 4.04 of the Listing Rules modified so that references to “three financial years” or “three years”
in that rule shall instead reference to “two financial years” or “two years,” as the case may be.
Accordingly, we have applied to the SFC for, and the SFC has granted, a certificate of
exemption from strict compliance with the requirements under section 342(1)(b) of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance in relation to paragraph 27 of Part I and
paragraph 31 of Part II of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, on the conditions that the particulars of the exemption are set forth in this
Prospectus and this Prospectus will be issued on or before June 18, 2026, on the following grounds:
(a) our Company is a biopharmaceutical company providing renal therapies, and falls within
the scope of biotech company as defined under Chapter 18A of the Listing Rules;
(b) the Accountant’s Report for each of the financial years ended December 31, 2024 and
2025 has been prepared and is set out in Appendix I to this Prospectus in accordance
with Rule 18A.06 of the Listing Rules;
(c) notwithstanding that the financial results set out in this Prospectus are only for the years
ended December 31, 2024 and 2025 other information required to be disclosed under the
Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
has been adequately disclosed in this Prospectus pursuant to the relevant requirements;
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(d) given that Chapter 18A of the Listing Rules provides that the minimum track record
period for biotech companies in terms of financial disclosure is two years, strict
compliance with the requirements of section 342(1)(b) of the Companies (Winding Up
and Miscellaneous Provisions) Ordinance and paragraph 27 of Part I and paragraph 31
of Part II of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance would be unnecessary and/or irrelevant in the circumstances of
our Company. Our Company’s revenue during the Track Record Period was primarily
derived from sales of Mircera
®, which was commercially launched in 2024, and the
financial year ended December 31, 2023 predated the commercial launch of Mircera ®
and did not contain any product sales or revenue. The existing Track Record Period
already included the commencement and ramp-up of the product commercialization of
our Company. Therefore, we believe the inclusion of the financial information for the
year ended December 31, 2023 would not provide meaningful insight into our future
performance and is not necessary for public investors’ understanding and assessment of
the business, financial position, and future prospects of the Group; and
(e) our Directors and Joint Sponsors are of the view that the Accountant’s Report covering
the years ended December 31, 2024 and 2025 included in this Prospectus, together with
other disclosure in this Prospectus, have already provided the potential investors with
adequate and reasonably up-to-date information in the circumstances to form a view on
the track record of our Company, and our Directors confirm that all information which
is necessary for the investing public to make an informed assessment of our Group’s
business, assets and liabilities, financial position, trading position, management and
prospects has been included in this Prospectus. Therefore, the exemption would not
prejudice the interest of the investing public.
CONSENT AND W AIVER IN RESPECT OF ALLOCATION OF H SHARES TO CERTAIN
EXISTING SHAREHOLDERS AND/OR THEIR CLOSE ASSOCIATES
Paragraph 1C of Appendix F1 to the Listing Rules provides that no allocations will be
permitted to the existing shareholders of the applicant or their close associates, whether in their own
names or through nominees unless the conditions set out in Rules 10.03 and 10.04 of the Listing
Rules are fulfilled, without the prior written consent of the Stock Exchange.
Rule 9.09 (b) of the Listing Rules provides that there must be no dealing in the securities for
which listing is sought by any core connected person of the issuer, in the case of a new applicant,
from four clear business days before the expected hearing date until the listing is granted.
Rule 10.04 of the Listing Rules provides that a person who is an existing shareholder of the
issuer may only subscribe for or purchase any securities for which listing is sought which are being
marketed by or on behalf of a new applicant either in his or its own name or through nominees if
the conditions in Rules 10.03(1) and (2) of the Listing Rules are fulfilled.
Chapter 4.15 of the Guide for New Listing Applicants provides that the Stock Exchange will
consider giving consent for allocations of shares to existing shareholders or their close associates,
if the relevant conditions and principles set out therein are satisfied and followed.
Paragraph 18 of Chapter 2.3 of the Guide for New Listing Applicants provides that the
applicant must apply for, and the Stock Exchange will ordinarily grant a related Rule 9.09 waiver
if allocations of shares of a biotech company will be made to a core connected person.
As further described in the section headed “Cornerstone Investors” in this Prospectus, each of
following entities has entered into a cornerstone investment agreement as a cornerstone investor
(“Cornerstone Investor ”) with the Company, the Joint Sponsors, and the Overall Coordinators to
subscribe for the Offer Shares:
(a) Perfect Ten Holding Limited (“ Perfect Ten ”), our Cornerstone Investor, is also an
existing Shareholder of our Company (the “ Existing Shareholder ”). Perfect Ten is
controlled by Tencent Holdings Limited (ʮ̡)( “ Tencent ”). Tencent also
(i) indirectly controlled the entire share capital of Guangxi Tencent V enture Capital Co.,
Ltd. (“ Guangxi Tencent ”), another existing shareholder of the Company; and (ii)
controlled the entire share capital of Huang River Investment Limited (“ Huang River ”),
W AIVERS AND EXEMPTION
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another Cornerstone Investor. Therefore, Huang River is a close associate of Perfect Ten
and Guangxi Tencent. As of the Latest Practicable Date, Guangxi Tencent and Perfect
Ten collectively held 11.73% of the total issued Shares and are therefore the substantial
Shareholders and core connected persons of the Company.
(b) SYMBIOSIS II, LLC (“ Symbiosis ”), our Cornerstone Investor, is also an Existing
Shareholder. As of the Latest Practicable Date, Symbiosis held 0.40% of our total issued
Shares.
(c) Loyal V alley Capital Advantage Fund III LP (“ Loyal Valley Fund III ”), our Cornerstone
Investor, is also an Existing Shareholder. It is a limited partnership established by Loyal
V alley Capital (“ LVC”) and is ultimately controlled by Mr. Lin Lijun. Each of Golden
V alley V alue Select Master Fund (“ Golden Valley Master ”) and Golden V alley Global
Limited (“ Golden Valley Global ”) is our Cornerstone Investor and ultimately controlled
by Mr. Lin Lijun. As of the Latest Practicable Date, Mr. Lin Lijun also ultimately
controlled Shanghai Tanying Investment Partnership Enterprise (Limited Partnership)
(“Shanghai Tanying ”) and Shanghai Jishi Lemei Private Equity Investment Fund
Partnership (Limited Partnership) (“ Shanghai Jishi Lemei ”), each an Existing
Shareholder. Therefore, each of Golden V alley Master and Golden V alley Global is a
close associate of Loyal V alley Fund III, Shanghai Tanying and Shanghai Jishi Lemei.
As of the same date, Loyal V alley Fund III, Shanghai Tanying and Shanghai Jishi Lemei
collectively held 6.40% of our total issued Shares.
(d) GIC Private Limited (“ GIC”), our Cornerstone Investor, wholly controls GIC Special
Investments Private Limited, which is the general partner of Cliff Investment Pte. Ltd,
an existing Shareholder. Therefore, GIC is a close associate of an Existing Shareholder.
As of the Latest Practicable Date, Cliff Investment Pte. Ltd held 4.48% of our total
issued Shares.
We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a consent
under paragraph 1C(2) of Appendix F1 and a waiver from strict compliance from the requirements
under Rules 9.09(b) and 10.04 of the Listing Rules, to permit H Shares in the International Offering
to be placed to the Existing Shareholders and/or their respective close associates to participate in
the Global Offering as cornerstone investors, on the basis set out in Paragraph 18 of Chapter 2.3
of the Guide for New Listing Applicants and subject to the following conditions:
(a) the Company will comply with the public float requirement under Rule 19A.13A of the
Listing Rules and the free float requirement under Rule 19A.13C of the Listing Rules;
(b) no preference in allocation has been, nor will be, given to the aforesaid Existing
Shareholders and/or their respective close associates by virtue of their relationship with
the Company other than the preferential treatment of assured entitlement at the Offer
Price under a cornerstone investment and the terms of the cornerstone investment
agreement with the Cornerstone Investors are substantially the same as the other
cornerstone investment agreements following the principles set out in Chapters 2.3 and
4.15 of the Guide for New Listing Applicants;
(c) the Shares to be subscribed by and allocated to the aforesaid investors under the Global
Offering will be at the same Offer Price and on substantially the same terms, or no more
favorable than, the terms of the other cornerstone investors (including being subject to
a lock-up period of six months from the Listing Date) and each of the aforesaid
cornerstone investors shall pay and settle in full the consideration for the relevant Offer
Shares before dealings commence on the Listing Date;
(d) each of the Company, the Joint Sponsors and the Overall Coordinators has provided the
Stock Exchange with written confirmations in accordance with Chapters 2.3 and 4.15 of
the Guide for New Listing Applicants; and
(e) the relevant information in respect of the allocation to the Cornerstone Investors is
disclosed in this Prospectus and will be disclosed in the allotment results announcement.
For further information, please refer to the section headed “Cornerstone Investors” in this
Prospectus.
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This Prospectus, for which our Directors (including any proposed director who is named as
such in this Prospectus) collectively and individually accept full responsibility, includes particulars
given in compliance with the Companies (Winding up and Miscellaneous Provisions) Ordinance,
the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong)
and the Listing Rules for the purpose of giving information to the public with regard to us. Our
Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and
belief, the information contained in this Prospectus is accurate and complete in all material respects
and not misleading or deceptive, and there are no other facts, the omission of which would make
this Prospectus or any statement in this Prospectus misleading.
CSRC FILING REQUIREMENT
The CSRC has issued the filing notice confirming our completion of the filing pursuant to the
new filing regime introduced by the Overseas Listing Trial Measures for the Global Offering, the
conversion of certain Unlisted Shares into H Shares and the application for listing of the H Shares
on the Hong Kong Stock Exchange.
UNDERWRITING
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 contain the terms and conditions of the Hong Kong Public Offering. The Global Offering
comprises the Hong Kong Public Offering of initially 5,675,600 H Shares and the International
Offering of initially 51,079,800 H Shares (subject, in each case, to reallocation on the basis
described in “Structure of the Global Offering”).
The listing of the Offer Shares on the Hong Kong Stock Exchange is sponsored by the Joint
Sponsors. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong Public Offering is
underwritten by the Hong Kong Underwriters on a conditional basis. The International Offering is
managed by the Joint Representatives and is underwritten by the International Underwriters. The
International Underwriting Agreement is expected to be entered into on or about Thursday, June 25,
2026.
RESTRICTIONS ON OFFER AND SALE OF SHARES
No action has been taken to permit a Hong Kong Public Offering of the Offer Shares or the
general distribution of this Prospectus in any jurisdiction other than Hong Kong. Accordingly, this
Prospectus may not be used for the purposes of, and does not constitute, an offer or invitation in
any jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to
any person to whom it is unlawful to make such an offer or invitation. The distribution of this
Prospectus and the offering and sales of the Offer Shares in other jurisdictions are subject to
restrictions and may not be made except as permitted under the applicable securities laws of such
jurisdictions pursuant to registration with or authorization by the relevant securities regulatory
authorities or an exemption therefrom. Each person acquiring the Hong Kong Offer Shares under
the Hong Kong Public Offering will be required to confirm, or be deemed by his or her acquisition
of Hong Kong Offer Shares to confirm, that he or she is aware of the restrictions on offers and sales
of the Offer Shares described in this Prospectus. In particular, the Offer Shares have not been
offered or sold, and will not be offered or sold, directly or indirectly, in the PRC.
The Offer Shares are offered for subscription solely on the basis of the information contained
and representations made in this Prospectus, and on the terms and subject to the conditions set out
herein and therein. No person is authorized in connection with the Global Offering to give any
information, or to make any representation not contained in this Prospectus, and any information
or representation not contained in this Prospectus must not be relied upon as having been authorized
by the Company, the Joint Sponsors, the Joint Representatives, the Overall Coordinators, the Joint
Global Coordinators, the Joint Bookrunners, the Underwriters, the Capital Market Intermediaries,
any of their respective directors, officers, employees, agents, affiliates or advisers or any other
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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persons or parties involved in the Global Offering. For further details of the structure of the Global
Offering, including its conditions, and the procedures for applying for Hong Kong Offer Shares, see
“Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares”.
APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE
We have applied to the Listing Committee 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 Over-allotment Option). Dealings in the H Shares on the Hong Kong Stock
Exchange are expected to commence on Monday, June 29, 2026. No part of our H Shares is listed
on or dealt in on any other stock exchange, and no such listing or permission to list is being or
proposed to be sought in the near future.
The H Shares will be traded in board lot of 100 H Shares. The stock code of the H Shares is
09637.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotments made in respect of any applications will be invalid if the listing of, and
permission to deal in, the Offer 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 the Company by the
Hong Kong Stock Exchange.
COMPLIANCE WITH LISTING RULES
We will comply with applicable laws and regulations in Hong Kong (including the Listing
Rules) and any other undertakings which have been given in favor of the Hong Kong Stock
Exchange from time to time. If the Listing Committee finds that there has been a breach by us of
the Listing Rules or such other undertakings which may have been given by us in favor of the Hong
Kong Stock Exchange from time to time, the Listing Committee may instigate cancellation or
disciplinary proceedings in accordance with the Listing Rules.
H SHARE REGISTER OF MEMBERS AND STAMP DUTY
All H Shares issued pursuant to applications made in the Hong Kong Public Offering and the
International Offering will be registered on the Company’s H Share register of members to be
maintained by our H Share Registrar, Computershare Hong Kong Investor Services Limited in Hong
Kong. We will maintain the Company’s principal register of members at our current registered
office in the PRC.
Dealings in the H Shares registered in our H Share register of members will be subject to the
Hong Kong stamp duty. See “Statutory and General Information — Other Information — Taxation
of Holders of H Shares” in Appendix V to this Prospectus. Investors should seek professional tax
advice for further details of Hong Kong stamp duty.
Unless otherwise determined by our Board, dividends will be paid to Shareholders whose
names are listed on our H Share register of members in Hong Kong, by ordinary post, at the
Shareholders’ risk in Hong Kong dollars to the registered address of each Shareholder.
REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES
We have instructed our H Share Registrar, and our H Share Registrar has agreed, not to
register the subscription, purchase or transfer of any H Shares in the name of any particular holder
unless and until such holder delivers a signed form to our H Share Registrar in respect of those H
Shares bearing statements to the effect that the holders:
 agrees with us and each of our Shareholders, and we agree with each Shareholder, to
observe and comply with the PRC Company Law, the Overseas Listing Trial Measures
and our Articles of Association;
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 agrees with us, each of our Shareholders, Directors, managers and officers, and we,
acting for ourselves and for each of our Directors, managers and officers agree with each
of our Shareholders, to refer all differences and claims arising from our Articles of
Association or any rights or obligations conferred or imposed by the PRC Company Law
or other relevant laws and administrative regulations concerning our affairs to
arbitration, and any reference to arbitration shall be deemed to authorize the arbitration
tribunal to conduct hearings in open session and to publish its award, which arbitration
shall be final and conclusive;
 agrees with us and each of our Shareholders that the H Shares are freely transferable by
the holders thereof; and
 authorizes us to enter into a contract on his or her behalf with each of our Directors,
managers and officers whereby such Directors, managers and officers undertake to
observe and comply with their obligations to our Shareholders as stipulated in our
Articles of Association. Persons applying for or purchasing H Shares under the Global
Offering are deemed, by their making an application or purchase, to have represented
that they are not associates of any of our Directors or existing Shareholder or a nominee
of any of the foregoing.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by our Company, dividends payable in Hong Kong dollars in
respect of the H Shares will be paid to the Shareholders as recorded on the H Share register of
members of our Company in Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the
registered address of each Shareholder.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of listing of, and permission to deal in, our H Shares on the Hong Kong
Stock Exchange and our compliance with the stock admission requirements of HKSCC, our H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the date of commencement of dealings in our H Shares on the Hong Kong
Stock Exchange or any other date as HKSCC chooses. Settlement of any 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 activities under CCASS are subject to the General Rules
of HKSCC and the HKSCC Operational Procedures in effect from time to time. All necessary
arrangements have been made for our H Shares to be admitted into CCASS. Investors should seek
the advice of their stockbroker or other professional advisers for details of the settlement
arrangements as such arrangements may affect their rights and interests.
PROFESSIONAL TAX ADVICE RECOMMENDED
Applicants for the Offer Shares are recommended to consult their professional advisers if they
are in any doubt as to the tax implications of subscribing for, purchasing, holding, disposing of and
dealing in our H Shares or exercising rights attached to them. None of the Company, the
Underwriters, the Joint Sponsors, the Sponsor-Overall Coordinators, the Joint Representatives, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Capital Market
Intermediaries, any of their respective directors, officers, employees, agents or advisers or any other
persons involved in the Global Offering accepts responsibility for any tax effects or liabilities of
holders of Shares resulting from the subscription, purchase, holding or disposal of, or dealing in,
our H Shares.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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OVER-ALLOTMENT AND STABILIZATION
In connection with the Global Offering, the Stabilizing Manager (on behalf of the
International Underwriters) or any persons acting for it may over-allot shares or effect any other
transactions with a view to prevent a decline in the market price of our H Shares for a limited period
after the issue date. However, there is no obligation on the Stabilizing Manager or any person acting
for it to do this. Such stabilization action, if taken, may be discontinued at any time and is required
to end after a limited period. In Hong Kong and certain other jurisdictions, activities aimed at
reducing the market price are prohibited, and the price at which stabilization is affected is not
permitted to exceed the Offer Price.
In connection with the Global Offering, the Company intends to grant to the International
Underwriters the Over-allotment Option, exercisable by the Joint Representatives (for and on behalf
of the International Underwriters) for up to 30 days after the last day for the lodging of applications
under the Hong Kong Public Offering. Pursuant to the Over-allotment Option, the Company may
be required to issue and allot at the Offer Price up to an aggregate of 8,513,300 additional H Shares,
representing approximately 15.0% of the total number of H Shares initially available for
subscription under the Global Offering, in connection with over-allocations in the Global Offering,
if any.
See “Structure of the Global Offering” further details with respect to stabilization and the
Over-allotment Option.
INFORMATION ON THE CONVERSION OF UNLISTED SHARES INTO H SHARES
Our Company has applied for conversion of Unlisted Shares into H Shares, which involves
170,366,789 Unlisted Shares held by the existing Shareholders. See “History, Development and
Corporate Structure” and “Share Capital” for details of our existing Shareholders and their
respective interests in our Company and relevant procedures for the conversion of Unlisted Shares
into H Shares. Such H Shares to be converted from Unlisted Shares are restricted from trading for
a period of one year after the Listing. The conversion of Unlisted Shares into H Shares has been
approved by the CSRC on April 24, 2026.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for the Hong Kong Offer Shares are set out in “How to Apply for
Hong Kong Offer Shares”.
STRUCTURE OF THE GLOBAL OFFERING
See “Structure of the Global Offering” for details of the structure of the Global Offering,
including its conditions.
LANGUAGE
If there is any inconsistency between this Prospectus and its Chinese translation, the English
version of this Prospectus shall prevail. The English names of the PRC nationals, entities,
departments, facilities, certificates, titles, laws, regulations and the like are translations of their
Chinese names and are included herein for identification purposes only. If there is any
inconsistency, the Chinese name prevails.
ROUNDING
Certain amounts and percentage figures included in this Prospectus have been subject to
rounding adjustments, or have been rounded to one decimal place. Any discrepancies in any tables
or charts between the total shown and the sums of the amounts listed are due to rounding.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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MARKET SHARE DATA
The statistical and market share information contained in this Prospectus has been derived
from official government publications, market data providers and other independent third-party
sources. Unless otherwise indicated, the information has not been verified by us independently. This
statistical information may not be consistent with other statistical information from other sources
within or outside the PRC. While reasonable caution has been made in the process of reproducing
the data and statistics extracted from such official government publications or other sources, the
Joint Sponsors and our Company, or any of their directors, employees, agents, and representatives
make no representation to the appropriateness, accuracy, completeness or reliability of any such
statistical and market share information.
EXCHANGE RATE CONVERSION
Solely for your convenience, certain translations among amounts in Renminbi, HK dollars or
US dollars are contained in this Prospectus. None should be regarded as and be interpreted as an
amount in one currency that can be on the relevant dates or any other dates actually converted into
that in another currency at the rates below or cannot be converted at all. Unless otherwise specified:
(i) all amounts in Renminbi are translated into HK dollars at an exchange rate of
RMB0.8693 to HK$1.00, being the middle exchange rate set by the PBOC prevailing on
the Latest Practicable Date;
(ii) all amounts in Renminbi are translated into US dollars at an exchange rate of
RMB6.8109 to US$1.00, being the middle exchange rate set by the PBOC prevailing on
the Latest Practicable Date; and
(iii) all amounts in HK dollars are translated into US dollars at an exchange rate of
HK$7.8353 to US$1.00 (calculated based on (i) and (ii) above).
Any discrepancies in any table between totals and sums of amounts listed therein are due to
rounding.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Dr. Gavin Guoyao Xia Room 302
No. 50, Lane 50
Guanglan Road
Pudong New District
Shanghai
PRC
American
Jin Tian, M.D. Room 11-301
Lane 3688
Kunyang Road
Minhang District
Shanghai
PRC
American
Ms. Wang Y un (׽Room 901
No. 23, Lane 2885
Jinxiu Road
Pudong New District
Shanghai
PRC
Chinese
Dr. Zhang Huading ( ੵശɕ) Room 2101
No. 27, Lane 1399
Dingxiang Road
Pudong New District
Shanghai
PRC
Chinese
Non-executive Director
D r .L uA n( ኁτ) No. 64, Lane 107
Huanghe Road
Huangpu District
Shanghai
PRC
Chinese
Independent non-executive Directors
Dr. Xu Runhong (ߎRoom 602
No. 13, Lane 789
Lingling Road
Shanghai
PRC
Chinese
Dr. Zhui Chen Room 1302
No. 3, Lane 39
Yinxiao Road
Shanghai
PRC
American
Mr. Leung Chi Wai ( ૑౽ၪ) Flat LD
18/F, Tower 2
Lohas Park Road
Tseung Kwan O
Hong Kong
Chinese
See “Directors and Senior Management” for further details of our Directors.
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors, Sponsor-OCs, Joint
Representatives, Overall Coordinators,
Joint Global Coordinators, Joint
Bookrunners, Joint Lead Managers and
Capital Market Intermediaries
Jefferies Hong Kong Limited
26/F, Two International Finance Centre
8 Finance Street, Central
Hong Kong
Merrill Lynch (Asia Pacific) Limited
55/F, Cheung Kong Center
2 Queen’s Road Central
Central
Hong Kong
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
Joint Representatives, Overall Coordinators,
Joint Global Coordinators, Joint
Bookrunners, Joint Lead Managers and
Capital Market Intermediaries
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Overall Coordinators, Joint Global
Coordinators, Joint Bookrunners, Joint
Lead Managers and Capital Market
Intermediaries
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road, Central
Hong Kong
Legal advisers to our Company As to Hong Kong and United States laws:
Davis Polk & Wardwell
10/F, The Hong Kong Club Building
3A Chater Road
Central
Hong Kong
As to PRC laws:
Zhong Lun Law Firm
22-24/F&27-31/F
South Tower of CP Center
20 Jin He East Avenue
Chaoyang District
Beijing
PRC
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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As to PRC intellectual property law:
JunHe LLP
26/F, HKRI Centre One
HKRI Taikoo Hui
288 Shimen Road (No.1)
Shanghai
PRC
As to United States intellectual property law:
Junhe Law Office, P.C.
20380 Town Center Lane, Suite 128
Cupertino, CA 95014
USA
Legal advisers to the Joint Sponsors
and the Underwriters
As to Hong Kong and United States laws:
Kirkland & Ellis
26/F, Gloucester Tower
The Landmark
15 Queen’s Road Central
Hong Kong
As to PRC laws:
Commerce & Finance Law Offices
12-15/F, China World Office 2
No. 1 Jianguomenwai Avenue
Beijing
PRC
Auditor and Reporting Accountants Ernst & Y oung
Certified Public Accountants
Registered Public Interest Entity Auditor
27/F, One Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
Industry Consultant China Insights Industry Consultancy
Limited
10F, Block B, Jing’an International Center
88 Puji Road
Jing’an District
Shanghai
PRC
Compliance Adviser Somerley Capital Limited
20/F, China Building
29 Queen’s Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Independent property valuer A VISTA Valuation Advisory Limited
Suites 2401-06, 24/F
Everbright Centre
108 Gloucester Road
Wan Chai
Hong Kong
Receiving Banks Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong
CMB Wing Lung Bank Limited
45 Des V oeux Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office Building 7
No. 7 Jinzhuang Road
Gaoxin District, Hanjiang District
Y angzhou City
Jiangsu Province
PRC
Headquarters and Principal Place of
Business in the PRC
Building 7
No. 7 Jinzhuang Road
Gaoxin District, Hanjiang District
Y angzhou City
Jiangsu Province
PRC
Principal Place of Business
in Hong Kong
46/F, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
Company’s Website www.alebund.com (the information contained
on this website does not form part of this
Prospectus)
Joint Company Secretaries Mr. Chen Nanyou (С)
Building 7
No. 7 Jinzhuang Road
Gaoxin District, Hanjiang District
Y angzhou City
Jiangsu Province
PRC
Mr. Tse Yu Y eung ( ᑽౕජ)
(an associate member of both HKCGI
and CGI)
46/F, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
Authorized Representatives Dr. Gavin Guoyao Xia
Building 7
No. 7 Jinzhuang Road
Gaoxin District, Hanjiang District
Y angzhou City
Jiangsu Province
PRC
Mr. Tse Yu Y eung ( ᑽౕජ)
(an associate member of both HKCGI
and CGI)
46/F, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
CORPORATE INFORMATION
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Audit Committee Mr. Leung Chi Wai ( ૑౽ၪ) (Chairperson)
Dr. Xu Runhong (ߎ)
Dr. Zhui Chen
Remuneration and Appraisal Committee Dr. Zhui Chen (Chairperson)
Dr. Gavin Guoyao Xia
Dr. Xu Runhong (ߎ)
Nomination Committee Dr. Xu Runhong (ߎ)Chairperson)
Dr. Gavin Guoyao Xia
Dr. Zhui Chen
Strategy Committee Dr. Zhang Huading ( ੵശɕ) (Chairperson)
Dr. Gavin Guoyao Xia
Dr. Zhui Chen
H Share Registrar Computershare Hong Kong Investor
Services Limited
Shops 1712-1716
17th Floor Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
Principal Banks Bank of China Y angzhou Branch
No. 541
Wenchang Middle Road
Guangling District
Y angzhou, Jiangsu
PRC
Shanghai Pudong Development Bank
Y angzhou Branch
No. 202
Wenchang West Road
Hanjiang District
Y angzhou, Jiangsu
PRC
China Merchants Bank Y angzhou Branch
Business Department
No. 10
Wenchang West Road
Hanjiang District
Y angzhou, Jiangsu
PRC
Ping An Bank Shanghai Branch Business
Department
No. 1333
Lujiazui Ring Road
Pudong New District, Shanghai
PRC
CORPORATE INFORMATION
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Certain information and statistics set out in this section have been extracted from
various official government publications, available sources from public market data providers
and an Independent Third-Party source, China Insights Industry Consultancy Limited. The
report prepared by China Insights Industry Consultancy Limited and cited in this document
was commissioned by us. We believe that the sources of this information are appropriate
sources for such information and have taken reasonable care in extracting and reproducing
such information. We have no reason to believe that such information is false or misleading
or that any fact has been omitted that would render such information false or misleading.
Only information from official government sources has not been independently verified by us,
the Joint Sponsors, the Joint Representatives, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Capital Market Intermediaries, any of 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, and no
representation is given as to the accuracy, fairness and completeness of such information from
official government sources. For discussion of the risks relating to our industry, see “Risk
Factors” in this Prospectus.
OVERVIEW OF CHRONIC KIDNEY DISEASE AND THERAPEUTIC LANDSCAPES
Introduction to Chronic Kidney Disease (“CKD”)
CKD refers to a variety of pathophysiologic conditions in which the kidney is damaged and
loses its function, as represented by a persistent reduction in the glomerular filtration rate (“ GFR”),
an indicator showing how well kidneys remove waste and excess fluids from blood, over a period
of 3 months. The kidney function in patients with CKD typically declines over time and may
eventually progress to kidney failure. Depending on the status of kidney function as calculated from
a blood test called eGFR, CKD can be classified from stage 1 to 5 ( i.e. , G1 to G5), with G5 being
end stage renal disease (“ ESRD ”) which often require life-long dialysis or a kidney transplant. A
vast majority of ESRD patients receive dialysis and become dialysis dependent.
Prevalence of CKD
CKD is the third most prevalent chronic diseases globally. The prevalence of CKD globally
reached 802.2 million in 2025, and it is estimated to reach 943.9 million in 2035 corresponding to
a CAGR of 1.7% from 2020 to 2025 and 1.6% from 2025 to 2035. China had 123.8 million patients
in 2025, and it is estimated to reach 129.4 million in 2035, representing a CAGR of 0.4% from 2020
to 2025 and 0.4% from from 2025 to 2035. A detailed breakdown of CKD prevalence by disease
stage is as follows.
CKD staging Definition
G1~G2
• Mild kidney damage
 Kidneys work well or function
as normal
47.7% 60.7% 48.1%
G3a
 Mild to severe kidney damage
 Kidneys don’t work as well 49.0% 36.4% 47.2%
G3b
G4
 Severe kidney damage
 Kidney close to loss of function 2.6% 2.1% 2.8%
G5
 Most severe kidney damage
 Kidney close to loss of function
or kidney failure
<15 0.7% 0.7% 1.9%
45-59
30-44
15-29
GFR
(mL/min/1.73m2)
Global
% of total CKD
 prevalence
The US
% of total CKD
 prevalence
China
% of total CKD
prevalence
>60
Source: KDIGO, KDOQI, Chinese Journal of Blood Purification, CIC
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The global CKD market is expected to grow from US$244.0 billion in 2025 to US$503.9
billion in 2035. In 2025, among CKD drugs, the DKD market accounted for over 70% share, the
hyperphosphatemia market accounted for 5% share, and the IgAN market accounted for 5% share.
Unaddressed Clinical Needs of CKD
Because CKD is often asymptomatic in its early stage, it frequently remains undiagnosed.
Consequently, many patients are first diagnosed at relatively advanced stages after irreversible
damage has occurred. Currently, kidney disease awareness remains low. Worldwide, only 6% of the
general population and 10% of the high-risk population are aware of their CKD status.
Current medical interventions for CKD patients are primarily designed to help control
different symptoms, reduce complications, and slow down progression of the disease. However,
there is a lack of targeted therapeutics or disease-modifying drug for CKD, or effective treatment
to halt the progression of CKD. 5%-10% of CKD patients progress to ESRD within five years
regardless of the treatment they receive.
The current under-treatment of CKD is partly due to low patient adherence to treatments.
Medications aimed at managing CKD symptoms and complications often cause undesired side
effects, which can further burden the kidneys, liver, or cardiovascular system, and further limit
available treatment options. Additionally, managing multiple CKD complications typically requires
patients to take various types of medications, many of which involve high pill burden.
Conditions and Complications of CKD
The conditions of CKD can be divided into three types based on their pathological origins.
Primary kidney disease refers to a category of renal conditions originating directly within
kidneys, independent of any systemic conditions. Examples include IgA nephropathy (“ IgAN ,” a
chronic glomerular inflammation caused by IgA deposits), focal segmental glomerulosclerosis
(“FSGS ,” a segmental scarring of some glomeruli leading to proteinuria), and membranous
nephropathy (“ MN,” a thickening of the glomerular basement membrane with immune complex
deposits).
Secondary kidney disease refers to a kidney damage or loss of function caused by another
underlying systemic disease or health condition. Examples include diabetic kidney disease (“ DKD,”
a kidney damage due to chronic high blood sugar and metabolic changes in diabetes) and lupus
nephritis (“ LN,” an autoimmune inflammation of kidneys caused by systemic lupus erythematosus).
Hereditary kidney disease refers to a group of kidney disorders caused by a pathogenic variant
or mutation in one or more genes. A primary example is autosomal dominant polycystic kidney
disease (“ ADPKD ”), a genetic disorder characterized by progressive development of fluid-filled
cysts in both kidneys, leading to enlarged kidneys and gradual loss of kidney function.
CKD is a complex disease and its progression is associated with multiple serious
complications as kidney function deteriorates. Hyperphosphatemia is a common CKD complication
caused mainly by impaired kidney function to excrete excess phosphate. Another common
complication of CKD is renal anemia. It is associated with decreased red blood cell formation due
to reduced erythropoietin production in the kidney.
Market Opportunities of CKD Drugs
The development and evolution of CKD treatments
The chart below shows the historical timeline of CKD drug development.
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• Early CKD management began
 with core kidney function
 tests (e.g., Jaffe creatinine
 method), followed by the
 introduction of dialysis in the
 1950s-1960s as a life-sustaining
 therapy for kidney failure
• ACE inhibitors and ARBs
 marked the first major
 pharmacologic advance,
 standard of care since the
 1990s
• SGLT2i launched, showing
 renal protection beyond
 glucose lowering
• In 2019, FDA accepted
 proteinuria reduction as a
 surrogate endpoint , enabling
 more efficient and accelerated
 renal pivotal trials
• Key modalities include
 nsMRAs, hemodynamic
 modulators, B-cell depletion
 therapy, complement
 therapeutics, IgA protease,
 next-generation phosphate
 binders and non-binder
 agents
Early to mid 20th century Late 20th to early 21st century 2000s-mid 2010s 2020s and beyond
Disease-modifying therapies
emerge to manage CKD and CKD
complications
Foundational Era First-Generation
Therapeutics
Second-Generation
Therapeutics and Regulatory
breakthrough
Modern Therapeutic
Evolution
Over 50 years of absence in disease modifying treatment
SGLT2i to treat primary diabetes
with renal benefits
FDA accepted proteinuria level as
a surrogate endpoint
ACEi/ARBs established as
standard of care, slowing CKD
progression via blood pressure
control
Fundamental kidney function
diagnostics and dialysis for CKD
Source: Seminars in Nephrology, Chinese Journal of Nephrology, CIC
Increased R&D and Investment Fueled by Favorable Government Policies
Global regulatory support is accelerating the innovation in CKD treatment. In the U.S., the
FDA traditionally required evidence of long-term clinical outcome. This usually necessitates large
quantities of clinical samples and long-term follow-up periods, which leads to high R&D costs and
prolonged development timeline. In 2019, the proteinuria level was accepted by the FDA as a
surrogate endpoint for registrational clinical trials targeting IgAN. This regulatory development has
significantly boosted the innovation in the CKD drug R&D. Additionally, several CKD drug
candidates have received the Fast Track designation. In China, CKD management is incorporated
into the “Healthy China 2030” blueprint, which aims to reduce the burden of non-communicable
diseases. The NMPA has streamlined the review process of drug candidates addressing urgent
clinical needs and included novel renal drugs in the National Reimbursement Drug List (“ NRDL ”).
The number of newly initiated clinical pipelines in CKD drug development globally has been
rapidly increasing in the past few years, as shown in the chart below. However, the number of new
clinical pipelines in CKD drug development globally only accounted for less than 2% out of total
new global clinical pipelines in 2025, while oncology comprises over 40%, which suggests
significant untapped potential for technology innovation and clinical development of CKD
therapeutics.
Number of new clinical trials in kidney disease drug development
2018 2019 2020 2021 2022 2023 2024 2025
Phase III Phase II Phase I
• In 2019, proteinuria was first accepted
by FDA as a surrogate endpoint in
registrational clinical trials for IgAN
55
15
13
33
77
16
9
32
33
19
10
32
44
24
17
45 1010
21
24
55
66
28
19
53
33
31
45
79 44
23
59
86
Source: FDA, CDE, EMA, ClinicalTrials, CIC
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In addition, there is a growing volume of global merger and acquisition (“ M&A”) and
licensing transactions focused on renal disease therapeutics. As of December 31, 2025, the top 10
transactions in renal therapeutics with multinational companies since 2020 had amounted to an
aggregate of US$85.4 billion.
Top 10 transactions in renal disease therapeutics with MNCs since 2020*
(As of Dec. 2025)
Rank
1
2
3
4
5
6
7
8
9
10
Deal date
2020-12-12
2021-12-14
2021-09-30
2020-08-19
2024-04-10
2022-08-04
2020-08-17
2023-06-12
2020-06-11
2024-05-22
Target /
Licensor
Alexion
Pharmaceuticals
Vifor
Acceleron
Pharma
Momenta
Pharmaceuticals
Alpine Immune
Sciences
ChemoCentryx
Principia
Biopharma
Chinook
Therapeutics
Corvidia
Therapeutics
Human
Immunology
Biosciences
Acquirer /
Licensee
AstraZeneca
CSL
Merck Sharp &
Dohme
Johnson &
Johnson
Vertex
Amgen
Sanofi
Novartis
Novo Nordisk
Biogen
Therapeutic
target
C5
SLC40A1,
KOR
ACVR2A,
ACVR2B
FcRn
BAFF/APRIL
C5AR
BTK
EDNRA,
APRIL
IL6
CD38
Renal indications
IgAN, C3G
CKD anemia,
CKD-ap,
hyperkalemia
CKD anemia
Lupus nephritis
IgAN
C3G
FSGS
IgAN
CKD
IgAN, pMN,
Lupus nephritis
Transaction
type
M&A
M&A
M&A
M&A
M&A
M&A
M&A
M&A
M&A
M&A
Key renal assets
Ravulizumab,
eculizumab
FCM, patiromer,
difelikefalin
sotatercept,
luspatercept
nipocalimab
Povetacicept
avacopan
SAR442168,
rilzabrutinib,
PRN473
atrasentan,
zigakibart
ziltivekimab
felzartamab
Total
transaction
value
(billion USD)
39.0
11.7
11.5
6.4
4.9
3.7
3.7
3.5
2.1
1.8
Upfront
payment
(million USD)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
3,200
725
1,150
Note: *The transactions include various types of deals such as drug-related and enterprise-related transactions. Additionally,
deals that have been fully terminated are not included
Source: Company announcement, CIC
Entry Barriers in the CKD Drug Market
R&D Barriers : CKD is a chronic and heterogeneous disease area, involving multiple underlying
etiologies, comorbidities and treatment objectives across different stages of disease progression.
Companies developing CKD therapies are required to demonstrate clinically meaningful benefits in
well-defined patient populations, while taking into account renal function, cardiovascular risk,
concomitant medications and long-term safety. As a result, successful R&D in the CKD drug market
generally requires disease-specific clinical development capabilities, appropriate endpoint
selection, and experience in designing and executing clinical trials.
Investment and Resource Barriers : The development of CKD drugs generally requires substantial
investment and operational resources. Given the chronic and progressive nature of CKD, clinical
programs may involve relatively large patient populations, multi-center trial networks and sustained
follow-up periods to evaluate efficacy, safety and tolerability. Patient recruitment and retention can
be affected by disease stage, comorbidities, background therapies and eligibility criteria. These
factors may increase the complexity, duration and cost of clinical development, regulatory
preparation and post-approval evidence generation.
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Manufacturing Barriers : Manufacturing requirements for CKD drugs vary by drug type,
formulation and mechanism of action. Certain CKD therapies, including phosphate binders and
other products with specialized formulation or quality attributes, may require tailored
manufacturing processes, robust quality control systems and reliable supply chain management.
Other CKD therapies, such as small-molecule agents, may rely on more conventional
pharmaceutical manufacturing processes but still require compliance with applicable GMP
standards and consistent product quality. Accordingly, manufacturing capability, process control,
quality assurance and supply reliability may constitute entry barriers to varying degrees depending
on the specific product category.
Product Portfolio Barriers: To establish a competitive advantage in the CKD space, a company
needs a broad product portfolio with extensive coverage of CKD-related indications. This allows
the company to offer integrated treatment solutions, enhance patient retention, and stabilize market
share. Managing such a diverse portfolio requires significant investment in specialized teams to
coordinate development, regulatory, and commercialization efforts across indications.
Growth Drivers and Market Trends in CKD Drug Market
Growing Aging Population and Expanding Patient Base : The addressable CKD patient population
continues to grow, driven by the global aging demographics and the rising prevalence of diseases
that damage kidney function. The expansion of healthcare services to primary care institutions at
community and township levels improves early detection and management of CKD, which further
broadens the patient base. Stronger insurance coverage and increased reimbursement support
enhance the patients’ access to CKD diagnosis and therapies.
Transformation of Clinical Outcomes Fueled by Breakthrough Pharmacotherapies : The
introduction of breakthrough therapies may establish a new standard of care for CKD and accelerate
the growth of the CKD drug market. For example, AP306 is designed to inhibit multiple phosphate
transporters to effectively lower the serum phosphate level in CKD patients. It has the potential of
MOA innovation, where new drugs are designed not only to target novel pathways but also to
enhance patient convenience and outcomes.
Longitudinal Patient Management Optimized by Specialized Medicine and Integrated Healthcare
Pathways : CKD patients often suffer from multiple chronic conditions, including hypertension,
diabetes, and cardiovascular disease. This complexity, combined with the rapidly expanding and
costly CKD market, is fueling a shift towards transformative therapies that not only address the
underlying disease more effectively but also integrate longitudinal care pathways to optimize
patient outcomes over time.
OVERVIEW OF HYPERPHOSPHATEMIA MARKET
Introduction of Hyperphosphatemia
Hyperphosphatemia is a medical condition characterized by elevated level of phosphate in the
blood, typically defined as a serum phosphate concentration greater than 4.5 mg/dL, according to
KDIGO. It is clinically challenging to bring target serum phosphorous level below 4.5 mg/dL. The
target serum phosphorus level for dialysis patients is 3.5-5.5 mg/dL, according to K/DOQI
guidelines. Excessive level phosphate can lead to serious complications. Impaired kidney function,
especially in patients with CKD, is the leading cause of hyperphosphatemia.
The incidence of hyperphosphatemia increases significantly with the progression of CKD. For
non-dialysis patients, the serum phosphate level is usually manageable by dietary interventions and
pharmacological treatment. For dialysis patients, the serum phosphate level is markedly elevated
and difficult to control.
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Prevalence of hyperphosphatemia by different CKD stages
7.3%
G3a
 12.4%
 G3b  G4  G5  Dialysis
26.7%
65.9%
>95.0%
Source: Chinese Journal of Blood Purification, CIC
In current clinical practice, phosphate-lowering agents are routinely prescribed for patients
with late-stage CKD, while the management of earlier-stage CKD primarily relies on lifestyle
modification, reflecting the absence of differentiated and effective therapies. Phosphate binders
represent a major class of phosphate-lowering agents. They act within the gastrointestinal tract by
binding dietary phosphorus and reducing its absorption into the bloodstream. Phosphate binders
may be broadly categorized based on their active components and binding mechanisms. Calcium-
based formulations utilize divalent calcium cations to initiate ionic precipitation, yielding insoluble
calcium-phosphate salts within the gastrointestinal tract; lanthanum-based agents leverage trivalent
lanthanum to establish high-affinity ionic bonds with phosphate ions across a broad physiological
pH spectrum, forming non-absorbable lanthanum phosphate complexes; iron-based binders achieve
phosphate capture through ligand exchange or surface adsorption mechanisms localized to
oxyhydroxide cores.
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
CAGR 2020-2025 2025-2035E
1.5% 2.4%
-0.8% 1.1%
1.5% 1.6%
Total 1.4% 1.6%
China
US
ROW
million ppl
63.5 64.5 65.5 66.6 67.6 68.5 69.7 70.9 72.1 73.3 74.5 75.7 76.8 77.9 79.0 80.0
8.7 8.8 8.9 9.0 9.2 9.3 9.5 9.7 9.9 10.1 10.4 10.6 10.9 11.2 11.5 11.8
75.8 76.8 77.9 79.0 80.2 81.3 82.8 84.2 85.6 87.1 88.6 90.0 91.5 92.9 94.3 95.7
3.4
3.43.43.43.63.6 3.53.5 3.53.5 3.53.5 3.63.6 3.63.6 3.73.7
3.53.5
3.73.7 3.83.8 3.83.8 3.83.8 3.93.9
3.73.7
Source: CNRDS, JAMA, Chinese Journal of Nephrology, CIC
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The hyperphosphatemia patients could be broken down into CKD patients not on dialysis and
CKD patients receiving dialysis. Globally, CKD patients receiving dialysis consisted of 6% of the
hyperphosphatemia population in 2025, and among CKD patients not on dialysis, G3, G4 and G5
CKD accounted for approximately 55%, 17% and 22%, respectively, of the total global
hyperphosphatemia population. CKD patients receiving dialysis consisted of 14% of the
hyperphosphatemia population in 2025 in China, and among CKD patients not on dialysis, G3, G4
and G5 CKD accounted for 60%, 10% and 15%, respectively, of the total China hyperphosphatemia
population.
Global prevalence of hyperphosphatemia, breakdown by stage, 2020-2035E
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
CAGR 2020-2025 2025-2035E
Total
million ppl
0.3%0.7%
0.4%1.4%
8.0%4.0%
1.6%1.4%
1.6%1.4%G3 CKD patients not receiving dialysis
G4 CKD patients not receiving dialysis
G5 CKD patients not receiving dialysis
CKD patients receiving dialysis
41.7
13.8
16.7
3.7
75.8
42.2
13.9
16.9
3.8
76.8
42.8
14.0
17.2
3.9
77.9
43.5
14.1
17.4
4.1
79.0
44.1
14.2
17.7
4.2
80.2
44.7
14.3
17.8
4.5
81.3
45.5
14.3
18.1
4.9
82.8
46.3
14.4
18.3
5.2
84.2
47.1
14.4
18.5
5.7
85.6
47.9
14.5
18.6
6.1
87.1
48.7
14.5
18.7
6.6
88.5
49.5
14.6
18.8
7.1
90.0
50.3
14.6
18.8
7.7
91.4
51.1
14.7
18.8
8.3
92.9
51.9
14.7
18.7
9.0
94.3
52.6
14.8
18.6
9.7
95.7
Source: KDIGO, USRDS, ISN-GKHA, Nephrology Dialysis Transplantation, CIC
China prevalence of hyperphosphatemia, breakdown by stage, 2020-2035E
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
CAGR 2020-2025 2025-2035E
Total
million ppl
1.2%0.6%
1.1%0.4%
10.1%10.2%
2.4%1.3%
0.2%0.1%G3 CKD patients not receiving dialysis
G4 CKD patients not receiving dialysis
G5 CKD patients not receiving dialysis
CKD patients receiving dialysis
5.6
1.0
1.4
0.8
8.7
5.5
1.0
1.4
0.9
8.8
5.5
1.0
1.4
1.0
8.9
5.5
1.0
1.4
1.1
9.0
5.6
1.0
1.4
1.2
9.2
5.6
1.0
1.4
1.3
9.3
5.7
1.0
1.4
1.4
9.5
5.6
1.0
1.5
1.6
9.7
5.7
1.0
1.5
1.7
9.9
5.7
1.0
1.5
1.9
10.1
5.6
1.0
1.5
2.1
10.3
5.7
1.1
1.5
2.3
10.6
5.7
1.1
1.5
2.6
10.9
5.7
1.1
1.6
2.8
11.1
5.6
1.1
1.6
3.1
11.4
5.7
1.1
1.6
3.4
11.8
Source: CNRDS, Chinese Journal of Nephrology, Chinese Medical Journal, CIC
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Current Treatment Paradigm and Medical Needs for Hyperphosphatemia
The current clinical practice guidelines and practices for the standard of care treatments of
hyperphosphatemia are as follows.
Pharmacological treatment recommendationsNon-pharmacological interventions
Calcium-free agents
 –
 Calcium-free agents
are preferred in
dialysis patients
with severe vascular
and/or other soft-tissue
calcifications
 Calcium-free agents
are prioritized for
CKD G3a–G5D
patients to avoid
calcium loading
Calcium-based binders
 In adult patients receiving
phosphate-lowering
treatment, it is suggested to
restrict the dose of calcium-
based binders, broadening
the restriction compared to
the 2009 guideline
 Calcium-based phosphate
binders should not be used
in dialysis patients who are
hypercalcemic (corrected
serum calcium >10.2
mg/dL), or Have PTH <150
pg/mL on two consecutive
measurements
 Calcium-Based Binders are
suggested specifically for
patients with hypocalcemia
Dialysis management
 For patients with CKD
G5D (on dialysis) with
persistent
hyperphosphatemia,
increasing dialytic
phosphate removal is
suggested
 For patients with serum
phosphorus >7.0 mg/dL,
the guideline indicates
that more frequent
dialysis should also be
considered
 Ensure adequate dialysis,
and adjust frequency if
needed
Dietary interventions
 limiting dietary
phosphate intake in
the treatment of
hyperphosphatemia
alone or in
combination with
other treatments
 restricting dietary
phosphorus to 800–
1,000 mg/day (adjusted
for protein needs)
when serum
phosphorus is elevated
 Daily phosphate intake
should be restricted to
< 1,000 mg, and protein
intake control is
needed
Treatment goal
 Lower elevated
phosphate levels
toward the normal
range
 Maintenance of
normal serum levels
of phosphorus in
CKD patients
 To lower serum
phosphorus to the
normal range
 Regular monitoring
is required
Eligible
population
CKD G3a~G5D
including both
non-dialysis and
dialysis patients
CKD G3a~G5D
including both
non-dialysis and
dialysis patients
CKD G3a~G5D
including both
non-dialysis and
dialysis patients
Jurisdiction
Global
US
China
Guideline
KDIGO
CKD-MBD
2017
K/DOQI
guidelines
2003
Chinese
expert
consensus
(2025 edition)
Source: KDIGO, KDOQI, Chinese Journal of Blood Purification, CIC
Currently, commonly used phosphate binders include calcium-based binders, lanthanum
carbonate, and Sevelamer, with Sevelamer being the most widely used in clinical practice. However,
about 76% and 52% of dialysis patients in China and U.S., respectively, suffer from an uncontrolled
serum phosphorus level after medications. Also, existing phosphate binders generally suffer from
frequent GI side effects, high pill burden, systemic absorption and negative impact on normal
physiological functions. As a result, the clinical adoption of phosphate binders remains at a low
level.
Dietary phosphate restriction and, where applicable, dialysis remain foundational components
of phosphate control and should not be viewed as interchangeable with pharmacotherapy. Clinical
guidelines emphasize that phosphate-lowering treatment is typically based on a combination of
measures, including dietary modification, phosphate-lowering agents and, in patients with CKD on
dialysis, dialysis-based phosphate removal. This is particularly important outside the dialysis
setting, where dietary management remains a core intervention and dialysis is not available to
compensate for ongoing phosphate burden. At the same time, pharmacotherapy continues to play an
important complementary role, particularly for patients whose serum phosphate remains
persistently elevated despite dietary measures alone or, in the dialysis population, despite
background dialysis treatment, as drug therapy may help further reduce intestinal phosphate
absorption and improve overall phosphate control.
Underpenetrated Status of Phosphate Control in China
In China, approximately 76% of dialysis patients fail to achieve the target serum phosphorus
levels between 3.5-5.5 mg/dL based on K/DOQI guidelines, which is significantly higher than that
in the U.S. (approximately 52%) and Japan (approximately 39%). This gap in the control rate for
serum phosphate level is mainly due to the following reasons:
Lower Penetration Rate for Dialysis : Dialysis penetration among ESRD patients in China remains
low at about 27%, compared to about 72% in the U.S. and to about 98% in Japan. This gap is
primarily due to the limited availability of dialysis centers (over 80% concentrated in tertiary or
secondary hospitals) and inadequate reimbursement coverage for dialysis in China.
Lack of Novel Therapeutic Options : The therapeutic landscape for phosphate control in China is
characterized by a dominance of off-patent drugs, with novel therapies occupying only a negligible
market share.
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Lower Duration of Treatment : In China, the average duration of treatment for non-calcium
phosphate binders is about 100 days, significantly lower than the U.S. (about 200 days) and Japan
(about 250 days). The discrepancy is largely attributable to patients’ access to novel treatments and
consequent compliance issue due to high pill burden and side effects.
Market Opportunities of Hyperphosphatemia Drugs
Development History of Hyperphosphatemia Drugs
The chart below shows the historical evolution of phosphate binders.
-1990’s 2000’s 2010’s
Agents Al/Mg
/Ca-based Sevelamer/Lanthanum V elphoro®
1st gen. iron-based
AP301
Next gen. iron-based
Improvement
• Improved phosphate-lowering
efficiency
• Less CV and all-cause death
Phasing-out
or restricted
use
• Improved GI safety profile
• Less pill numbers
• Further improved phosphate-
lowering efficiency
• Well tolerated, good overall
safety profile
• No systemic absorption
• Diarrhea
• High daily dose weight
• Need to chew before use,
leading to high discontinuation
rate and suboptimal patient
adherence
Remaining
Concerns
2020’s
• GI side effects
(e.g., nausea (~20%), vomiting
(~20%) and constipation (~8%))
• Compromised patient adherence
due to high dosing burden
• Accumulation in liver
(lanthanum)
• Suboptimal serum phosphate
control rate
• Suboptimal serum phosphate
control rate
Source: Drug labels, Company announcements, CIC
Compared to other phosphate binders on the market, AP301 has demonstrated a higher serum
phosphate control rate and a more convenient administration profile, including no chewing
requirement and a lower pill burden than sevelamer, which supports better patient adherence.
AP301 adopts an MOA differentiated from other phosphate binders, which enables AP301 to
maintain integrity throughout physiologically relevant pH values in the GI tract and reduce the
likelihood of phosphate being released back into the GI tract for reabsorption. In a head-to-head
Phase III clinical trial in China, AP301 achieved a higher serum phosphate response rate (66.7%)
compared to an approved prescription phosphate binder, sevelamer carbonate (58.6%), in CKD
patients receiving maintenance dialysis, with a lower mean daily dose exposure (6.52 g/day in
AP301 versus 7.56 g/day in sevelamer carbonate). For details, please refer to “Business — Our
Product Pipeline — AP301: Our Core Product, An Oral Phosphate Binder for the Treatment of
Hyperphosphatemia.”
Pan-phosphate transporter inhibitor represents an emerging type of hyperphosphatemia
treatment other than phosphate binders. It is expected to function by pan-inhibiting all major types
of active phosphate transporters, so as to reduce the active transcellular uptake of phosphate in the
gut, thereby lowering the serum phosphate level.
Market Size of Hyperphosphatemia Drugs
The introduction of Sevelamer, first approved by the FDA in 1998 under the trade name
Renagel
® (Sevelamer hydrochloride) and then approved by the FDA in 2000 under the trade name
Renvela ® (Sevelamer carbonate), led to a rapid market expansion starting in the 2000s. The launch
of V elphoro®, approved by the FDA in 2013, further fueled global market growth. These approved
drugs are all phosphate binders.
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In 2014, the patent that covers Sevelamer expired, and the drug faced a loss of exclusivity
(“LoE”). As a result, multiple generic versions of the drug entered the market in 2017, which caused
a sharp drop in sales of the branded drug. The size of the global market for hyperphosphatemia
drugs had significantly declined since 2018.
The global market experienced continued decline from 2020 to 2024, primarily due to the
COVID-19 pandemic-related disruptions, including a reduction in medical procedures and
increased mortality among ESRD patients. Although healthcare delivery normalised after 2023, the
hyperphosphatemia drug market in 2024 continued to reflect lagged effects of pandemic-era ESRD
patient mortality, slower recovery of the dialysis population, and sustained generic-driven pricing
pressure, resulting in a temporary but slowed decline in market size.
In 2025, the global market saw a robust recovery. It was mainly driven by the strong revenue
growth of V elphoro
® in the U.S. market following its inclusion in the TDAPA (Transitional Drug
Add-on Payment Adjustment), a Medicare payment mechanism for new renal dialysis drugs and
biological products under the ESRD Prospective Payment System.
The global market is expected to continue growing from 2025 onwards, driven by the launch
of new therapies with improved efficacy, tolerability and lower pill burden. The growth is further
supported by the rising prevalence of CKD, improving long-term disease management and
reimbursement conditions. For example, the U.S. Centers for Medicare & Medicaid Services
(“CMS”) has incorporated oral-only drugs (including phosphate binders) into the ESRD
Prospective Payment System bundled payment beginning from January 1, 2025. The CMS has
specified the TDAPA treatment for phosphate binders and provided payment details for 2025,
including an additional fixed amount added to TDAPA for monthly claims that include phosphate
binders.
Global market trend of hyperphosphatemia drugs, 2011-2035E
billion USD
Global
2025-2035E2011-2025CAGR
13.3%0.8%
 Multiple generic sevelamer received FDA approval in 2017,
global hyperphosphatemia drug market experienced a 33.2%
decline in 2018 due to generics competition
-33.2%
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
1.6
1.8
2.0
2.4
2.9
3.1 3.1
2.1 2.0 2.0 1.9 1.8
1.6 1.5
1.8
2.0
2.2
2.4
2.9
3.5
4.0
4.6
5.2
5.8
6.4
Source: Clinical Kidney Journal, Nephrology, CIC
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The aforementioned drivers for the historical and future growth of the hyperphosphatemia
drug market also apply to that of phosphate binders, which account for a vast majority share of the
hyperphosphatemia drug market both globally and in China. In 2025, the global sales of phosphate
binders reached US$1,726.5 million, accounting for about 94% of the hyperphosphatemia drug
market, while NHE3 inhibitor amounted to US$103.6 million, representing about 6% of the market.
In the total hyperphosphatemia drug market, CKD patients receiving dialysis contributed to 51% of
the total market size. Among phosphate binders, in 2025, iron-based binders accounted for 51% of
the total hyperphosphatemia market, and non iron-based binders accounted for 43% of the total
hyperphosphatemia market. In China, phosphate binders recorded total sales of RMB1,824.9
million, representing 100% of the market, whereas transporter inhibitors generated no sales as no
such drugs had been approved. In China’s total hyperphosphatemia drug market, CKD patients
receiving dialysis contributed to 90% of the total market size. Iron-based binders accounted for
approximately 15% of the total hyperphosphatemia market, and non iron-based binders accounted
for 85% of the total hyperphosphatemia market.
Global market size of hyperphosphatemia drugs, 2020-2035E, by patient type
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
CAGR 2020-2025 2025-2035E billion USD
10.1%-1.8%
33.8%5.0%
Total 13.3%-1.4%
CKD patients receiving dialysis
CKD patients not receiving dialysis
1.9
0.10.1
2.0
1.8
0.10.1
1.9
1.7
0.10.1
1.8
1.5
0.10.1
1.6
1.4
0.10.1
1.5
1.7
0.10.1
1.8
1.9
0.10.1
2.0
2.1
0.20.2
2.2
2.2
0.20.2
2.4
2.6
0.4
2.9
2.9
0.5
3.5
3.3
0.7
4.0
3.6
1.0
4.6
3.9
1.2
5.2
4.3
1.5
5.8
4.5
1.9
6.4
Source: KDIGO, Clinical Kidney Journal, Nephrology, Annual reports, USRDS, CIC
Global market size of hyperphosphatemia drugs, 2020-2035E, by drug types
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
CAGR 2020-2025 2025-2035E billion USD
Total 13.3%-1.4%
9.8%4.2%Iron-based binders
40.0%N/ANon-binders
2.8%-7.7%Non iron-based binders
<0.01<0.01 0.20.2 0.10.1 0.20.2
0.7
1.2
2.0
0.7
1.1
1.9
0.8
1.0
1.8
0.7
0.9
1.6
0.7
0.7
1.5
0.9
0.8
1.8
1.0
0.9
2.0
1.0
0.9
0.30.3
2.2
1.1
0.9
0.5
2.4
1.3
0.8
0.8
2.9
1.4
0.9
1.2
3.5
1.6
0.8
1.6
4.0
1.8
0.8
2.0
4.6
2.0
0.8
2.4
5.2
2.1
0.9
2.7
5.8
2.3
1.1
3.0
6.4
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China market size of hyperphosphatemia drugs, 2020-2035E, by patient type
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
CAGR 2020-2025 2025-2035E billion RMB
15.4%10.2%
42.3%N/A
Total 19.3%11.4%
CKD patients receiving dialysis
CKD patients not receiving dialysis
1.1
1.1
1.5
1.5
1.8
0.020.02
1.8
2.0
0.10.1
2.1
2.3
0.10.1
2.4
1.7
0.10.1
1.8
2.1
0.10.1
2.2
2.6
0.20.2
2.8
3.1
0.30.3
3.4
3.2
0.30.3
3.5
3.7
0.40.4
4.1
4.4
0.7
5.0
5.4
1.2
6.6
6.5
2.1
8.6
6.8
2.6
9.4
7.3
3.4
10.7
Note: The China market experienced a contraction in 2025, due to the volume-based procurement (“ VBP”) of lanthanum
carbonate in 2023 and Sevelamer in 2024.
Source: Clinical Kidney Journal, Nephrology, Chinese Journal of Blood Purification, CKNET, Annual reports, CIC
China market size of hyperphosphatemia drugs, 2020-2035E, by drug types
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
CAGR 2020-2025 2025-2035E Billion RMB
30.4%N/A
N/AN/A
Total 13.3%11.4%
Iron-based binders
Non-binders
-0.4%7.9%Non iron-based binders
1.1
1.1
1.5
1.5
1.8
1.8
2.0
2.0 0.10.1
2.4
2.4
0.30.3
1.6
1.8
0.8
1.4
2.2
1.3
1.4
0.10.10.00.0
2.8
1.7
1.4
0.30.3
3.4
2.0
1.2
0.40.4
3.5
2.1
1.3
0.7
4.1
2.5
1.3
1.3
5.0 2.8
1.3
2.6
6.6 3.1
1.5
4.0
8.6
3.4
1.4
4.6
9.4
3.8
1.5
5.4
10.7
Source: Clinical Kidney Journal, Nephrology, CIC
Globally, the top five hyperphosphatemia drugs in terms of recorded sales (by US$ million)
and market share (by %) in 2025 are presented as follows.
25.8%
(472.5)
9.6%
(175.9)
8.1%
(147.8)
5.7%
(103.6)
5.7%
(103.6)
8.1%
(148.5)
42.7%
(781.7)
Others
sucroferric oxyhydroxide
Sevelamer
Lanthanum carbonate
Ferric citrate
Tenapanor
Source: KDIGO, KDOQI, Chinese Journal of Blood Purification, CIC
INDUSTRY OVERVIEW
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In China, the number of CKD patients receiving dialysis treatment (i.e., DD-CKD patients)
has been rapidly increasing, as shown in the chart below.
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
0.9 1.0 1.1 1.2 1.3 1.4
1.6
1.8 1.9
2.1
2.3
2.6
2.8
3.1
3.4
0.8
million ppl
China
2025-2035E2020-2025CAGR
10.0%10.1%
Source: NIDDK, CK-NET, CN-CNRDS, USRDS, DOPPS, CIC
The market size for hyperphosphatemia drugs in China was historically driven by the launch
of new drugs, including the first approval of Sevelamer in 2013. Since phosphate binders were
included in NRDL in 2017, the market has experienced substantial expansion. The market
experienced a contraction in 2025, due to the VBP of lanthanum carbonate in 2023 and Sevelamer
in 2024. However, the market for hyperphosphatemia drugs in China is expected to rebound from
2025 onwards, primarily fueled by the improving penetration rate of dialysis and phosphate binder
treatments, the introduction of new hyperphosphatemia drugs and the consequent increase in the
treatment duration. Specifically, by 2026, the impact from VBP of lanthanum carbonate and
sevelamer is expected to largely flatten, as the major rounds of price adjustment are substantially
absorbed by the market. In parallel, tenapanor was included in the NRDL in 2025, with
reimbursement implementation commencing in 2026. It is expected to expand treatment uptake and
partially offset prior pricing pressure from legacy phosphate binders. As a result, the
hyperphosphatemia drug market is expected to stabilise and return to a growth trajectory from 2026
onwards. In addition, the inclusion of the serum phosphorus control rate in China’s 2024 National
Medical Quality and Safety Improvement Goals announced by the NHC marks the first time
hyperphosphatemia management has been elevated to a national-level quality metric, creating a
strong incentive for hospitals and physicians to standardize treatment and improve ESRD patient
outcomes. This policy directive is expected to directly accelerate the adoption of phosphorus-
lowering therapies, fueling market growth.
Further, the growing CKD patient pool in China is expected to increase the burden of
CKD-related complications, including hyperphosphatemia. As renal function declines, phosphate
excretion becomes progressively impaired, while dietary control, dialysis and conventional
phosphate binders may not adequately maintain serum phosphorus within the target range in
real-world practice. This unmet need is further amplified by the long-term nature of CKD
management and the adherence challenges associated with existing therapies, including
gastrointestinal tolerability issues and high pill burden. Accordingly, new phosphate-lowering drugs
with improved efficacy, better tolerability and lower pill burden are expected to address meaningful
clinical needs, enhance treatment uptake and support the continued growth of China’s
hyperphosphatemia drug market.
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Competitive Landscape of Hyperphosphatemia Drug Market
As of the Latest Practicable Date, there were seven drug types that have molecules approved
as phosphate lowering agents, including six non-calcium phosphate lowering molecules (tenapanor,
ferric citrate, sucroferric oxyhydroxide, bixalomer, lanthanum carbonate, sevelamer) and one
calcium-based phosphate binders. In the U.S., all the drug types, except bixalomer, have molecules
that were approved as phosphate lowering agents. In China, all the drug types, except bixalomer,
have molecules that were approved as phosphate lowering agents. The chart below shows all
approved phosphate-lowering agents for the treatment of CKD patients with hyperphosphatemia
(the target patient cohort) globally as of the Latest Practicable Date.
Number of
generics
Patent expiry
statusDaily cost3Daily dosage
mass2Therapy typeMoANMPA
Approval date
FDA
Approval dateCompanyBrand nameINN1
 Global:
>20
 China: 20
 Expired ~8 USD ~8 g Mono Calcium-based
PB / 1990-10Fresenius
Medical CarePHOSLO®Calcium
acetate
 Global:
>40
 China:  15
 Expired ~35 USD ~9.6 g Mono Non calcium-
based PB 2013-01 1998-10SanofiRenvela®
Renagel®Sevelamer
 / 2026-04 / ~7.5g Mono Non calcium-
based PB / /AstellasKiklin®Bixalomer4
 Global:
>20
 China:  16
 Expired ~36 USD ~9 g Mono Non calcium-
based PB 2012-02 2004-10TakedaFOSRENOL®Lanthanum
carbonate
 / 2029-05 ~70 USD ~8.3 g Mono Non calcium-
based PB 2023-02 2013-11Renal PharmaVelphoro®Sucroferric
oxyhydroxide
 / 2026-04 ~44 USD ~9 g Mono Non calcium-
based PB 2026-04 2014-09Akebia
TherapeuticsAuryxia®Ferric citrate
 / 2033-08
 ~106 USD
for
Tenapanor
and ~40 USD
for binders
5
 ~400 mg +
10 g5
 Add-on to
PBs NHE3i 2025-02 2023-10Ardelyx/
Fosun PharmaXPHOZAH®Tenapanor
Notes: 1 International Nonproprietary Name; 2 Daily dose mass refers to total weight of drug formulation intake for a day
instructed by their labels; 3 Daily cost calculated based on US W AC, if W AC not available, price based on retail
price from public sources; 4 Bixalomer is only approved in Japan and was launched in 2012, with no clinical trials
active in the US or China; 5 Tenapanor is indicated as an add-on therapy to binders, daily cost represent overall
phosphate-lowering pill burden and cost burden of patients. “400 mg + 10 g” indicates a daily dose burden that
consists of 400 mg of tenapanor plus 10 g of concomitant phosphate binders. NHE3 inhibitors, such as tenapanor,
offer a mechanistically complementary oral option for hyperphosphatemia by reducing intestinal phosphate
absorption. However, their utility may be limited by modest phosphate-lowering efficacy, as the only FDA-approved
NHE3 inhibitor for hyperphosphatemia, tenapanor, is approved only as add-on therapy rather than first-line
monotherapy. Also, tenapanor faces gastrointestinal tolerability issues, particularly diarrhea.
Source: NMP A, FDA, EMA, PMDA, Company website, CIC
The chart below shows clinical-stage molecules in pipeline for hyperphosphatemia with active
global trials as of the Latest Practicable Date.
Drug Name Target Sponsor Phase First Posted Date Trial Number Trial Location
AP301 Phosphate binder Alebund III
2023/05/30 NCT07030595; CTR20231624
(Completed) China
2025/04/18 NCT06933472; CTR20252745 China; US
AP306 NaPi-IIb, PiT-1, PiT-2 Alebund, R1 Therapeutics II
2023/01/30 NCT05764590; CTR20230189
(Completed) China
2024/11/27 NCT06712654 Global
In addition, in January 2026, the FDA accepted the NDA for oxylanthanum carbonate, a
lanthanum-based oral phosphate binder developed by Unicycive Therapeutics for the treatment of
hyperphosphatemia in patients with CKD on dialysis.
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In the design of CKD drugs for hyperphosphatemia, iron-based and non-iron-based phosphate
binders present distinct clinical considerations. Iron-based phosphate binders can reduce serum
phosphate while potentially improving iron parameters and reducing the need for intravenous iron
or ESAs, which may be beneficial for CKD patients with concomitant anemia. However, their use
may be limited by gastrointestinal adverse events, iron accumulation concerns and the need for
monitoring iron indices. Non-iron-based phosphate binders, including calcium-based and non-
calcium-based agents, are generally not associated with iron overload and may offer broader
applicability across patient groups. However, calcium-based binders may increase the risk of
hypercalcemia and vascular calcification, while certain non-calcium binders may be associated with
high pill burden and gastrointestinal tolerability issues.
The chart below compares AP301 and AP306 with other currently available phosphate-
lowering agents.
Key agents
Restricted Use
under KDIGO
recommendations
AP306 AP301 Velphoro Sevelamer Tenapanor +
Binders
Calcium-based
binders
Non-binder agents Phosphate binder-based therapy3
 <50% 3  <50% 4  <50% 5SP control
rate
1 • >85% 2 • >65% 2
• ~8.3 g • ~9.6 g • ~400 mg + 10 gDaily dose
mass
• ~300 mg • ~7.5 g
• GI symptoms • GI symptoms • GI symptomsSide effect • Mild to moderate
diarrhea
• Mild to moderate
diarrhea
• 3~5 Chewable
tablets
• 8~12 large tablets • 2 small tablets +
full weight PBsPill burden • 2~3 small tablets • 6~9 soft capsules
• / • Generics launched • /
Generic
drug status
• / • /
• Included in NRDL
• Not yet covered in
VBP
• Included in NRDL
• Covered in VBP
• Tenapanor not yet
included in NRDL
Patient
access in
China
• / • /
Evaluation
• Non-calcium
option, GI effects
common, needs
chewing
• Moderate efficacy,
high pill burden
• Effective phosphate
control, but high
dosage burden
under add-on
regimen
• Higher phosphate-
lowering efficacy
than sevelamer in
ph2 active control
trials
• A lower daily
dose option,
smaller capsule
provides better
patient compliance
Notes: 1 SP control = Serum phosphorus between 3.5-5.5 mg/dL, with non-head-to-head comparison; 2 Estimated based on
data from early clinical trials; 3 Currently, approved therapy choices of hyperphosphatemia are limited to phosphate
binders. Although AP301 has a daily dose mass comparable to V elphoro and sevelamer, AP301 supports better
patient compliance, because V elphoro requires chewing, and sevelamer generally requires a substantially higher
daily number of tablet count than AP301.
Source: FDA, ClinicalTrials.gov, Nephrology Dialysis Transplantation, Company website, CIC
OVERVIEW OF DIABETIC KIDNEY DISEASE (“DKD”) MARKET
Introduction to DKD
DKD is a type of kidney disease caused by diabetes. It is almost asymptomatic in the early
stage. Clinically, DKD is mainly characterized by persistent albuminuria and/or a progressive
decline in GFR. DKD is a leading cause of ESRD worldwide. Also, DKD markedly increases the
risk of cardiovascular disease (“ CVD”) and CVD-related death in patients with diabetes.
INDUSTRY OVERVIEW
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Prevalence of DKD
The chart below shows the global prevalence of DKD.
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
million ppl
China
2025-2035ECAGR
2.0%
2020-2025
2.4%
US 1.5%1.8%
ROW 1.9%2.0%
Total 1.9%2.0%
98.898.8 100.9100.9 102.9102.9 104.9104.9 107.0107.0 109.0109.0 111.1111.1 113.2113.2 115.3115.3 117.4117.4 119.6119.6 121.8121.8 124.1124.1 126.4126.4 128.7128.7 131.0131.0
11.0 11.1 11.3 11.6 11.8 12.0 12.3 12.5 12.7 13.0 13.2 13.4 13.5 13.7 13.8 14.0
21.2 21.8 22.3 22.8 23.3 23.9 24.5 25.0 25.6 26.1 26.6 27.1 27.6 28.1 28.6 29.0
131.0 133.8 136.5 139.3 142.0 144.9 147.8 150.7 153.6 156.5 159.4 162.3 165.3 168.2 171.1 174.0
Source: CNRDS, JAMA, Chinese Journal of Nephrology, CIC
Current Treatment Paradigm and Medical Needs
The chart below shows the treatment pathway for DKD.
Lifestyle
First-Line
Drug Therapy
Metformin
(if eGFR ≥30)
SGLT2i (Initiate
eGFR ≥20;
continue until
dialysis or
transplant)
Regular
reassessment
of glycemia,
albuminuria,
BP, CVD risk,
and lipids
Nonsteroidal MRA2
if ACR ≥ 30 mg/g
(≥3 mg/mmol) and
normal potassium
Ezetimibe, PCSK9i,
or icosapent ethyl
if indicated
based on ASCVD
risk and lipids
GLP-1 RA if needed to achieve
individualized glycemic target
Antiplatelet agent
for clinical ASCVD
Dihydropyridine
CCB and/or
diuretic1 if needed
to achieve
individualized
BP target
RAS inhibitor at maximum tolerated dose
(if HTN*) Moderate- or high intensity statin
Healthy Diet Physical Activity Smoking Cessation Weight Management
Additional
risk-based
therapy
Other glucose-lowering drugs if
needed to achieve individualized
glycemic target
Steroidal MRA
if needed for
resistant
hypertension
if eGFR ≥ 45
T2D Only
All Patients
(T1D and T2D)
Notes: 1 Angiotensin-converting enzyme inhibitor (ACEi) or angiotensin II receptor blocker (ARB) should be first-line
therapy for hypertension (HTN) when albuminuria is present, otherwise dihydropyridine calcium channel blocker
(CCB) or diuretic can also be considered; all 3 classes are often needed to attain blood pressure targets. 2 Finerenone
is currently the only nonsteroidal mineralocorticoid receptor antagonist (MRA) with proven clinical kidney and
cardiovascular benefits
Source: KDIGO, CIC
However, current treatment paradigms for DKD are subject to limitations in efficacy. Several
therapies under development have shown the potential to fulfill the unmet medical needs for
effective DKD treatment. The key therapies for DKD can be classified according to their MOAs,
as shown in the chart below.
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Candidate AP303 Dapagliflozin Semaglutide Finerenone
Drug class PPAR agonists SGLT2 inhibitors GLP-1R agonists
non-steroidal
mineralocorticoid
receptor antagonists
Decrease intraglomerular pressure
Correct hemodynamic adaptation
√ √ √ √ √ - -
UACR/UPCR reduction independent
to GFR change
Anti-inflammation, heparinase
inhibition, and others
√ √ √ -√  √ √
Restore tubular energy supply
Fatty acid oxidation √ √ √ √- -
Source: Expert Opinion on Investigational Drugs, Company website, CIC
Market Opportunities of DKD Drugs
The chart below shows the global market size for DKD drugs.
37.9
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
billion USD
Global
2025-2035ECAGR
4.7%
2020-2025
7.4%
19.6 21.2 22.7 24.3 25.8 27.4 28.9 30.4 32.0 33.5 35.0 36.4
39.3 40.7
18.1
Source: Clinical Kidney Journal, Nephrology, CIC
The chart below shows China’s market size for DKD drugs.
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
billion RMB
China
2025-2035ECAGR
5.9%
2020-2025
12.0%
11.4 13.1
15.1 16.6 18.1
20.1
21.9
23.7 25.4 27.0 28.6 30.1 31.6 33.0 34.3 35.6
Source: Clinical Kidney Journal, Nephrology, CIC
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Competitive Landscape of DKD Drug Market
As of the Latest Practicable Date, there were seven approved drugs for DKD globally, six of
which had been approved in China.
Overview of approved drugs for DKD globally
INN1
losartan
Irbesartan
Canagliflozin
Dapagliflozin
Finerenone
Empagliflozin
Monthly cost2
• ~USD140
• ~USD270
• ~USD600
• ~USD600
• ~USD660
• ~USD600
• ~USD670
Dosage
• 50 mg PO QD
• 300 mg PO QD
• 100~300 mg PO QD
• 10mg PO QD
• 20mg PO QD
• 10mg PO QD
• 0.5mg SC QW
Target
• ARB
• ARB
• SGLT2
• SGLTi
• MR
• SGLT2
• GLP-1R
NMPA
Approval date
• 1997-01
• 2000-01
• 2022-06
• 2022-09
• 2022-06
• 2023-11
• 2025-07
FDA
Approval date
• 1995-04
• 1997-09
• 2019-09
• 2021-04
• 2021-07
• 2023-09
• 2025-01
Company
MSD
Sanofi
Johnson &
Johnson
AstraZeneca
Bayer
Eli Lilly
Novo Nordisk
Brand name
COZAAR®
AVAPRO®
INVOKANA®
FARXIGA®
KERENDIA®
JARDIANCE
OZEMPIC®Semaglutide
Notes: 1 International Nonproprietary Name; 2 Monthly cost calculated based on US W AC (W AC price represents the
manufacturer’s published catalog or list price for a drug product to wholesalers as reported to third-party drug pricing
publishers
Source: NMP A, FDA, EMA, PMDA, Company website, CIC
As of the Latest Practicable Date, there were less than 10 drug candidates in the Phase II
clinical trial stage or beyond targeting DKD with active global trials. In addition, AP303 from
Alebund will soon enter the Phase II stage.
OVERVIEW OF IgA NEPHROPATHY (“IgAN”) MARKET
Introduction of IgAN
IgAN is the most prevalent primary glomerulonephritis worldwide. It is characterized by the
deposition of immunoglobulin A (“ IgA”) antibodies in the glomeruli — the kidney’s filtering units
— leading to inflammation and kidney damage. IgAN often manifests with microscopic hematuria
(blood in urine) and may progress to severe proteinuria (excess protein in urine), edema (swelling),
and hypertension. IgAN is one leading cause of glomerulonephritis and renal failure: 25%-30% of
IgAN patients develop ESRD within 20-25 years of the first onset of the disease.
INDUSTRY OVERVIEW
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Prevalence of IgAN
The chart below shows the global prevalence of IgAN.
0.2
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
million ppl
China
2025-2035ECAGR
1.6%
2020-2025
1.8%
US 0.9%1.3%
ROW 1.0%1.4%
Total 1.3%1.6%
4.0 4.0 4.1 4.1 4.2 4.3 4.3 4.4 4.4 4.5 4.5 4.6 4.6 4.6 4.7 4.7
4.7 4.8 4.9 5.0 5.0 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.7 5.8 5.9 6.0
0.20.2 0.20.2 0.20.2 0.2 0.2 0.20.2 0.20.2 0.20.2 0.20.20.20.2 0.20.2 0.20.2 0.20.2 0.2 0.2 0.2 0.2 0.20.2 0.2 0.2
8.8 9.0 9.1 9.3 9.4 9.5 9.7 9.8 10.0 10.1 10.3 10.4 10.5 10.6 10.910.8
Source: CNRDS, JAMA, Chinese Journal of Nephrology, CIC
Current Treatment Paradigms and Medical Needs
The chart below shows the current treatment paradigm for IgAN.
lgAN at risk of progressive kidney function loss
Manage the lgAN-specific drivers for nephron loss Manage the generic response to
lgAN-induced nephron loss
Reduce pathogenic forms
of lgA and lgA immune
complex formation
Stop IgA/IgA-IC
mediated kidney injury
Blood pressure
control, target of
≤120/70 mm Hg
Reduce glomerular
hyperfiltration and the
impact of proteinuria on
the tubulointerstitium
Cardiovascular
risk reduction
Corticosteroid: NEFECON
Systemic glucocorticoids
In all patients to address simultaneously
Driver
Treatment goal
Intervention
Geographic
practice
variation
Mycophenolate mofetil Hydroxychloroquine
Tonsillectomy
Lifestyle modification: information on dietary
sodium restriction, smoking cessation,
weight control, and exercise, as appropriate
Use singly or in combination: RASi, and SGLT2i
Note: RASi: renin-angiotensin system inhibitors, DEARA: dual endothelin angiotensin receptor antagonism
Source: KDIGO 2025, CIC
However, the diagnosis and treatment of IgAN are subject to a lack of non-invasive diagnosis
and monitoring; poor risk stratification and lack of personalized treatments; a lack of safe, effective
and targeted treatments; and challenges with the management of high-risk and refractory patients.
INDUSTRY OVERVIEW
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Market Opportunities of IgAN Drugs
Emerging Therapies for IgAN
 B-cell depletion , which targets gut-associated B cells to reduce production of pathogenic IgA1
antibodies and prevent disease initiation. Main potential targets under this MOA include
B-cell survival factors ( e.g. , a proliferation-inducing ligand (“ APRIL ”) and B-cell activating
factor (“ BAFF ”)) and CD38;
 Inhibition of complement activation , which blocks key complement components to suppress
inflammation and immune-mediated kidney damage. Main potential targets under this MOA
include Factor B, Factor D, C3 and C5;
 Clearance of pathogenic IgA1 and immune complexes , which removes or degrades harmful
IgA1 and immune complexes, to prevent glomerular deposition and inflammation. Potential
drug candidates adopting this MOA could be IgA protease fusion proteins, immune complex
clearance agents, and anti-Fc /H9251RI antibodies. This MOA has a paradigm shifting potential for
IgAN treatments, because of the multifaceted therapeutic benefits it can achieve, including
prevention of kidney damage, reduction of inflammatory cascade, prevention of auto-
amplification, and the potential to halt disease progression. Moreover, patient reaction can be
achieved within weeks of treatment, and it has the potential to be the first line treatment;
 Overall renal protection , which improves renal blood flow and reduces fibrosis by modulating
vascular tone and promoting tissue regeneration. Main potential targets under this MOA
include endothelin receptor, angiotensin receptor, dual PPAR agonist. Currently, approved
drugs adopting this MOA include atrasentan (endothelin receptor antagonist) and sparsentan
(endothelin and angiotensin II receptor antagonist).
Market Size of IgAN Drugs
The chart below shows the global market size for IgAN drugs.
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
billion USD
Global
2025-2035ECAGR
19.1%
2020-2025
31.1%
0.5 0.5 0.6 0.7 1.1
2.1
3.3
4.7
6.0
7.2
8.3
9.2
10.1
10.9
11.5 11.9
Source: Clinical Kidney Journal, Nephrology, CIC
INDUSTRY OVERVIEW
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The chart below shows China’s market size for IgAN drugs.
9.2
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
billion RMB
China
2025-2035ECAGR
14.4%
2020-2025
16.3%
1.4 1.5 1.5 1.8
2.9
3.4
4.0
4.7
5.5
6.3
7.2
8.2
10.2
11.2
1.4
Competitive Landscape of IgAN Drug Market
As of the Latest Practicable Date, there were five approved drugs for IgAN globally, three of
which were approved in China, as set forth in the table below.
Overview of approved drugs for IgAN globally
Monthly cost
24h uPCR
reduction3 from
baseline
DosageTargetMoANMPA
approval date
FDA
approval dateCompanyBrand
nameINN1
• ~14,000 USD• -38% (36w)• 0.75 mg PO QD• EDNRA• Hemodynamic• 2025-08• 2025-04NovartisVanrafia®Atrasentan
• ~45,000 USD• -48% (36w)• 200 mg PO BID• CFB• Complement
pathway• 2025-09• 2023-12NovartisFabhalta®Iptacopan
• ~12,000 USD• -45% (36w)• 200~400 mg PO
QD
• ENDRA
/AT1R• Hemodynamic• /• 2023-02Travere
TherapeuticsFilspari®Sparsentan
• ~18,000 USD• -27% (9 months)• 16mg PO QD• /• Corticosteroid• 2023-11• 2021-12
Asahi
Kasei/
Everest
Medicines
Tarpeyo®
/Nefecon®Budesonide
• ~30,000 USD• -51.2% (9m)• 400 mg SC,
Q4W• APRIL• B-cell depletion• 2026-06• 2025-11Ostuka
PharmaceuticalsVoyxact®Sibprenlimab
• /• -55% (ph3, 39w)• 240 mg SC QW• BAFF/
APRIL• B-cell depletion• 2026-06• /RemeGenइฌ®Telitacicept
Notes: 1. International Nonproprietary Name; 2. Monthly cost calculated based on US W AC (W AC price represents the
manufacturer’s published catalog or list price for a drug product to wholesalers as reported to third-party drug
pricing publishers); 3. placebo adjusted 24h uPCR reduction data from drug labels
Source: NMP A, FDA, EMA, PMDA, Drug labels, CIC
As of the Latest Practicable Date, there were eight drug candidates in the Phase III stage or
beyond for IgAN with active global trials, as set forth in the table below. The MOA of those drug
candidates primarily include B-cell depletion and inhibition of complement activation.
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Pipelines of clinical phase III or above for IgAN globally
Trial Location24h uPCR reduction1 from baselineFirst Posted DatePhaseSponsorTargetDrug Name
China; US• -42% (ph3, 36w)2025/11/07BLAVera TherapeuticsAPRIL; BAFFAtacicept
China; US; Others• -44%2 (ph2, 29w)2023/04/04IIIRocheCFBSefaxersen
China; US; Others• -34.2%2 (ph1/2, 28w)2023/05/10IIIChinook/SanReno
NorvatisAPRILZigakibart
China; US; Others• -38.3% (ph3, 36w)2024/03/04IIIAlexion Pharmaceuticals
AstraZenecaC5Ravulizumab
China; US; Others• -66%2 (ph2, 48w)2024/08/21IIIAlpine Immune Sciences
VertexAPRIL; BAFFPovetacicept
China; US; Others• -39.1% (ph2a, 9 months) 2025/04/20IIIHuman Immunology Biosciences
BiogenCD38Felzartamab
China; US; Others• -54.1%2 (ph1b, 48w) 2025/05/09IIITakedaCD38Mezagitamab
US• N/A2026/06/11IIIBiohavenASGPR; Gd-IgA1BHV-1400
Notes: 1. Placebo adjusted 24h uPCR (Urine Protein Creatinine Ratio) reduction from baseline; 2. Single-arm trial, not
adjusted for placebo
Source: Clinicaltrials.gov, CDE, CIC
As of the Latest Practicable Date, there was no IgA protease drug candidate for IgAN in the
clinical development stage, and AP308 was the only IgA protease that will soon enter clinical
development.
OVERVIEW OF AUTOSOMAL DOMINANT POLYCYSTIC KIDNEY DISEASE (“ADPKD”)
MARKET
Introduction to ADPKD
ADPKD is a hereditary kidney disorder, primarily caused by mutations in two genes, PKD1
and PKD2. These mutations may lead to the loss of intracellular inhibitory signaling and
progressive enlargement of renal cysts, and eventually result in the renal function impairment.
Prevalence of ADPKD
The chart below shows the global prevalence of ADPKD.
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
million ppl
China
2025-2035ECAGR
1.6%
2020-2025
2.1%
US 1.1%1.3%
ROW 1.4%1.7%
Total 1.4%1.7%
9.7 9.8 10.0 10.2 10.3 10.5 10.7 10.9 11.0 11.2 11.4 11.5 11.7 11.8 11.9 12.1
1.3 1.3 1.3 1.3 1.3 1.4 1.4 1.5 1.5 1.5 1.5 1.6 1.6 1.6 1.6 1.6
0.30.3 0.30.3 0.30.3 0.40.4 0.40.4 0.40.4 0.40.4 0.40.40.40.4 0.40.4 0.40.4 0.40.4 0.40.4 0.40.4 0.40.4 0.40.411.3 11.5 11.7 11.8 12.0 12.3 12.5 12.7 12.9 13.1 13.3 13.5 13.6 13.8 14.113.9
Source: American Journal of Kidney Diseases, Journal of Human Genetics, Kidney Diseases, Kidney360, CIC
INDUSTRY OVERVIEW
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Current Treatment Paradigms and Medical Needs
Current management and treatment methods for ADPKD include dietary and lifestyle
interventions, drug therapy aiming to slow ADPKD progression, pharmacological control of
ADPKD’s symptoms, as well as patient education and psychological care. However, there is
currently no curative treatment for ADPKD. Besides, there is a lack of therapies that directly target
the mechanisms of ADPKD development and cyst growth.
Competitive Landscape of ADPKD Drug Market
As of the Latest Practicable Date, tolvaptan was the only approved drug for ADPKD globally.
Since its first FDA approval in 2018 for ADPKD, tolvaptan has generated substantial sales globally,
reaching over US$1.5 billion in 2023. Historically, there has been limited research and development
of ADPKD treatments. As of the Latest Practicable Date, four drug candidates for ADPKD were in
the Phase II stage or beyond with active global trials. AP303 developed by our Company, is
expected to enter the Phase II clinical trials soon.
OVERVIEW OF FOCAL SEGMENTAL GLOMERULOSCLEROSIS (“FSGS”) MARKET
Introduction to FSGS
FSGS is a disease in which the scar tissue develops on the glomeruli. The injury of podocytes
(a key component of the glomerular filtration barrier) is considered a primary cause of FSGS. FSGS
commonly manifests with nephrotic-range proteinuria and edema, and may eventually develop into
ESRD. FSGS can be divided into three types based on etiology. Primary FSGS, also known as
idiopathic FSGS, has no known cause for the disease conditions. Secondary FSGS is caused by
adaptive responses ( e.g., obesity), drugs and infections. Genetic FSGS is caused by hereditary
mutations in podocyte-related genes.
Prevalence of FSGS
The chart below shows the global prevalence of FSGS.
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
k ppl
China
2025-2035ECAGR
1.8%
2020-2025
1.9%
US 1.8%1.9%
ROW 1.6%1.8%
Total 1.7%1.8%
476.0476.0 484.7484.7 493.5493.5 502.6502.6 511.7511.7 520.8520.8 530.0530.0 539.3539.3 548.5548.5 557.7557.7 567.0567.0 576.3576.3 585.5585.5 594.8594.8 604.0604.0 613.3613.3
70.6 71.9 73.4 74.8 76.2 77.7 79.1 80.6 82.1 83.6 85.1 86.6 88.2 89.7 91.3 92.8
27.427.4 27.927.9 28.428.4 29.029.0 29.629.6 30.230.2 30.830.8 31.931.931.331.3 32.532.5 33.133.1 33.733.7 34.334.3 34.934.9 35.535.5 36.136.1574.0 584.6 595.3 606.4 617.5 628.7 639.9 651.2 662.5 673.9 685.2 696.6 708.0 719.4 742.2730.8
Source: American Journal of Kidney Diseases, Journal of Human Genetics, Kidney Diseases, Kidney360, CIC
INDUSTRY OVERVIEW
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Current Treatment Paradigms and Medical Needs
For primary FSGS patients with the nephrotic syndrome (a collection of symptoms due to
kidney damage), glucocorticoid is the major treatment. For steroid-resistant primary FSGS patients,
calcineurin inhibitor (“ CNI”) is the major treatment. Cyclophosphamide, rituximab and
mycophenolate mofetil are used for FSGS patients with CNI failure, intolerance or
contraindications.
However, the current treatment methods for FSGS are subject to multiple safety, efficacy and
accessibility issues. Long-term exposure to glucocorticoids may lead to resistance, drug dependence
or other side effects. The use of CNI can be costly and cause nephrotoxicity that accelerates CKD
progression, and the efficacy of CNI is limited in patients with interstitial fibrosis or vascular
lesions. Cyclophosphamide can temporarily lower the blood level of white blood cells, thereby
increasing the chance of getting an infection. Rituximab may cause infusion-related reactions,
which can be life-threatening and require immediate medical attention. Mycophenolate mofetil may
weaken the immune system and increase the risk of developing rare and serious virus infections.
Competitive Landscape of FSGS Drug Market
As of the Latest Practicable Date, Sparsentan was approved by the FDA for reducing
proteinuria in patients aged eight years and older with FSGS without nephrotic syndrome in April
2026. As of the same date, there were over ten FSGS drug candidates in the Phase II stage or beyond
globally. In addition, AP303 from Alebund will soon enter the Phase II stage, which is expected to
fulfill the large unmet medical needs in this area.
In May 2025, Travere announced the FDA’s acceptance of sNDA for sparsentan in FSGS
based on its phase III pivotal trial which used proteinuria as a surrogate endpoint. FDA may
consider potentially using proteinuria level as a surrogate endpoint for FSGS.
OVERVIEW OF RENAL ANEMIA MARKET
Introduction to Renal Anemia in CKD Patients
Renal anemia is a common complication of CKD, where CKD patients have red blood cell
count that is lower than normal level.
Prevalence of Renal Anemia
The chart below shows the prevalence of renal anemia in China.
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
million ppl
China
2025-2035ECAGR
3.2%
2020-2025
3.3%
40.0 41.3 42.7 44.1 45.6 47.1 48.6 50.2 51.8 53.5 55.2 56.9 58.7 60.4 62.2
38.7
Source: NIDDK, USRDS, The lancet, JAMA, Clinical and Experimental Nephrology, CIC
INDUSTRY OVERVIEW
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Current Treatment Paradigm
Current treatment approaches to renal anemia include injectable erythropoiesis-stimulating
agents (“ ESAs ”), intravenous (“ IV”) or oral administration of iron, as well as oral hypoxia-
inducible factor prolyl hydroxylase (“ HIF-PH inhibitors ”). ESAs function by stimulating the
production of red blood cells; IV or oral administration of iron works by replacing iron stores
directly; and HIF-PH inhibitors act by stimulating the production of endogenous erythropoietin.
ESAs are prescribed with individualized dose adjustments to maintain hemoglobin within the target
range. IV or oral irons are prescribed based on the iron status in patients. For ESA-hyporesponsive
patients, HIF-PH inhibitors may be considered after risk-benefit evaluation.
HIF-PH inhibitors have emerged as an oral treatment option for renal anemia, in addition to
ESAs. Compared with ESAs, HIF-PH inhibitors may offer greater convenience through oral
administration and may improve iron utilization by regulating the hypoxia-inducible factor
pathway. However, their use remains subject to patient characteristics, dialysis status, safety profile,
reimbursement coverage and physician judgment. In China, roxadustat was approved in December
2018 for anemia in dialysis-dependent CKD patients and in August 2019 for anemia in
non-dialysis-dependent CKD patients. Enarodustat was approved in June 2023 for anemia in adult
non-dialysis CKD patients, and its indication was expanded in September 2025 to adult dialysis
CKD patients. Roxadustat was also included in China’s eleventh round of national volume-based
procurement in 2025, which may improve affordability and access while increasing price
competition in this class.
Among all the available treatment approaches, ESA is recommended as first-line therapy for
CKD-related anemia with clear advantages over the others, as ESA can significantly reduce the need
for transfusion and anemia-related symptoms in CKD patients. IV or oral administration of iron is
subject to potential infusion reactions, GI intolerance, slow hemoglobin correction, reduced
absorption of iron in CKD patients, and need of avoiding interactions with certain drugs/food. For
HIF-PH inhibitors, though they are comparable or superior to ESAs in raising the hemoglobin level,
there are concerns about cardiovascular outcomes, thrombotic events, and tumor progression. Such
concerns have prevented HIF-PH inhibitors from being widely approved for clinical use. Also, the
long-term safety of HIF-PH inhibitors has not been fully demonstrated yet.
Market Size of Renal Anemia Drugs in China
The chart below shows the market size of renal anemia drugs in China. In China, long-acting
ESAs represented less than 5% of the market in 2025, compared with approximately 50% in the
U.S. and 80% in Japan.
0
2
4
6
8
10
12
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
9.1% 5.2%China
CAGR 2020-2025 2025-2035E billion RMB
4.0
5.1 5.1 5.4 5.9 6.2 6.6 7.0 7.4 7.8 8.3 8.7 9.1 9.5 9.9 10.3
Source: Clinical Kidney Journal, Nephrology, CIC
INDUSTRY OVERVIEW
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Competitive Landscape of Renal Anemia Drug Market
As of Latest Practicable Date, there were four approved long-acting ESAs for the treatment
of renal anemia, all of which have been approved in China, as set forth in the table below.
MIRCERA
® is the first approved once monthly long-acting EPO.
Overview of approved long-acting ESA for renal anemia in China
INN1 Brand name Company Approval date MoA Target Dosage Monthly cost 2 NRDL status3
Methoxy
Polyethylene
Glycol-Epoetin
Beta
MIRCERA
®
ᖯ® Roche/Alebund • NMPA: 20 18-07 • EPO • EPOR • 0.6 μg/kg SC/IV QM • ~460 RMB • NRDL listed
Darbepoetin
alfa
ARANESP®
౶ᘒ®
Amgen/Kyowa
Kirin • NMPA: 2020-06 • EPO • EPOR • 20 μg SC/IV QW or
40 μg SC/IV Q2W • ~460 RMB • NRDL listed
Pegmolesatide ໋ᖯഺ® Hansoh • NMPA: 2023-06 • PEG-EMP • EPOR • 0.04 mg/kg SC Q4W • ~780 RMB • NRDL listed
Recombinant
erythropoiesis
stimulating
protein
injection
อˢዦ
® 3S Bio • NMPA: 2026-03 • EPO • EPOR • 5~150 μg SC Q2W • / • /
Notes: 1 International Nonproprietary Name; 2 Monthly cost calculated based on NRDL price 3 refers to whether the
underlying indications of a drug are included in NRDL in China
Source: NMP A, FDA, EMA, PMDA, Company website, CIC
REPORT COMMISSIONED BY CHINA INSIGHTS CONSULTANCY
In connection with the Global Offering, we have engaged China Insights Industry Consultancy
Limited (“ CIC”) to conduct a detailed analysis and to prepare an industry report on the major
markets for which our drug candidates are positioned (the “ CIC Report ”). CIC is an independent
global market research and consulting company founded in 2014 and is based in China. We have
agreed to pay CIC a total fee of approximately RMB810,000 for the preparation of the CIC Report,
and we believe that such fee is consistent with the market rate. The payment of such amount was
not contingent upon our successful listing or on the content of the CIC Report. Except for the CIC
Report, we did not commission any other industry report in connection with the Global Offering.
We confirm that after taking reasonable care, there has been no adverse change in the market
information since the date of the report prepared by CIC which may qualify, contradict or have an
impact on the information set forth in this section in any material respect.
The market projections in the CIC Report were based on the following key assumptions: (i)
the overall social, economic and political environment globally and in China is expected to remain
stable during the forecast period; (ii) the economic and industrial development globally and in
China is likely to maintain a steady growth trend over the next decade; (iii) related key industry
drivers are likely to continue driving the growth of the market during the forecast period; and (iv)
there is no extreme force majeure or industry regulation in which the market may be affected
dramatically or fundamentally. The reliability of the CIC Report may be affected by the accuracy
of the foregoing key assumptions, including those used to make future projections.
INDUSTRY OVERVIEW
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OVERVIEW OF PRC LA WS, REGULATIONS AND REGULATORY DEPARTMENTS
Core Regulatory Authorities
Authority Core Responsibilities
National Medical Products
Administration (“NMPA”) /H1118/H1118
Drawing up the laws and regulations related to pharmaceuticals
and medical devices, making policy planning, formulating
departmental regulations, organizing the development and
issuance of pharmaceutical and medical device standards,
classification and management systems, such as national
formulary, and supervising the implementation.
Center for Drug Evaluation of
NMPA (“CDE”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The technical evaluation unit for drug registration under NMPA.
It is mainly responsible for conducting technical evaluation on
the drugs applying for registration and verifying the relevant
drug registrations.
National Health Commission
(“NHC”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Drafting national health policies, supervising and regulating
public health, healthcare services and health emergency systems,
coordinating the reform of medical and health system,
organizing the formulation of national drug policies and national
essential medicine system, launching an early warning
mechanism for the monitoring of the use and clinical
comprehensive evaluation of medicine as well as the drug
shortage, giving suggestions on the pricing policy of national
essential medicine, and regulating the operation of medical
institutions and practicing of medical personnel.
National Institutes for Food
and Drug Control
(“NIFDC”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
It is responsible for the approval and registration inspection,
import inspection, supervision and inspection, safety evaluation
of drugs, biological products, medical devices, foods, dietary
supplements, cosmetics, laboratory animals and package
materials and the batch release of biological products, the
research, distribution and management of the national drug and
medical device reference materials and bacterial and viral strains
for production verification, as well as the relevant technical
research.
National Development and
Reform Commission
(“NDRC”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
participating in the formulation of health development policies,
the establishment of technical reform investment projects, the
macro guidance and management of the economic operation of
pharmaceutical enterprises, and the supervision of the
implementation of relevant policies and regulations.
National Healthcare Security
Administration (“NHSA”) /H1118/H1118
formulating and organizing the implementation of policies, plans
and standards for medical insurance, maternity insurance,
medical aid and other medical security systems, organizing the
formulation and adjustment of prices and charging standards for
drugs and medical services, and formulating and supervising the
implementation of the bidding and procurement policies for
drugs and medical consumables.
REGULATORY OVERVIEW
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Regulations on the Research and Development and Manufacturing Services of Drugs
Research and Development of Drugs
Research and Development of New Drugs
According to the Drug Administration Law of the PRC () (the
“Drug Administration Law ”) and the Implementation Regulations for the Drug Administration
Law of the PRC (ૢԷ) (the “ Implementation Regulations ”),
the PRC encourages the research and development of new drugs, and protects the legal rights and
interests in the research and development of new drugs. The developer and clinical trial applicant
of any new drug shall truthfully submit the new drug’s manufacturing method, quality
specifications, results of pharmacological and toxicological tests and the related data, documents
and samples to the NMPA for approval before any clinical trial is conducted.
Non-clinical Research
The NMPA requires preclinical data to support registration applications for imported and
domestic drugs. According to the Administrative Measures for Drug Registration (ൗ̅၍ଣ
), non-clinical safety research shall be carried out in an institution that has passed the
certification of the Good Laboratory Practice of Non-clinical Laboratory and comply with the
Administrative Measures for Good Laboratories Practice of Non-clinical Laboratory (ᑗґ
Ӻሯඎ၍ଣ஝ᇍ) (the “ GLP”). The GLP has been promulgated to improve the quality of
non-clinical safety evaluation and research. Pursuant to the Administrative Measures for
Certification of Good Laboratory Practice for Non-clinical Laboratory (2023 Amendments) ( ᖹ
(2023ࠈࡌthe NMPA is responsible for the
certification of non-clinical safety evaluation and research institutions nationwide and local
provincial drug administrative department is in charge of the daily supervision of non-clinical
safety evaluation and research institution.
Animal Testing
According to the Administrative Measures on Good Practice of Experimental Animals ( ྼ
), performing experimentation on animals requires a certificate for use of
laboratory animals.
Application for Clinical Trial
According to the Decision on Adjusting the Approval Procedures of Certain Administrative
Approval Items for Drugs (), drug clinical
trials shall be divided into Phase I clinical trial, Phase II clinical trial, Phase III clinical trial, Phase
IV clinical trial, and bioequivalence trial.
In accordance with the Administrative Measures for Drug Registration and the Announcement
on Adjusting Evaluation and Approval Procedures for Clinical Trials for Drugs (ᑗ
ʮѓ), where an application is filed for carrying out clinical trials, if an
applicant does not receive any negative or questioned opinions from the CDE within 60 days after
the date when the trial application is accepted and the fees are paid, the applicant can proceed with
the clinical trial in accordance with the trial protocol submitted to the CDE.
Conducting Clinical Trial
After obtaining clinical trial approval, the applicant shall conduct clinical trials at qualified
clinical trial institutions. The qualified clinical trial institution refers to institutions that have the
conditions to conduct clinical trials in accordance with the requirements and technical guidelines
set forth in the Regulations for the Administration of Drug Clinical Trial Institutions (ᑗґ
). Such clinical trial institutions shall be subject to filing requirements, with
the exception of institutions that only engage in analysis of biological samples related to drug
clinical trials, which shall not be subject to such filing requirements. Clinical trials must be
conducted in accordance with the Good Clinical Practice for Drug Trials (ᑗґ༊᜕ሯඎ၍
ଣ஝ᇍ).
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According to the Announcement on Adjusting Evaluation and Approval Procedures for
Clinical Trials for Drugs (ʮѓ), where the application
for clinical trial of new investigational drug has been approved, upon the completion of Phases I
and II clinical trials and prior to Phase III clinical trial, the applicant shall submit the application
for communication meetings to CDE to discuss with CDE the key technical questions including the
design of Phase III clinical trial protocol.
According to the Administrative Measures for Communication on the Research, Development
and Technical Evaluation of Drugs (), during the
research and development periods and in the registration applications of, among others, the
innovative new drugs, the applicants may propose to conduct communication meetings with the
CDE.
Overseas Clinical Trial
On January 30, 2015, the NMPA promulgated the Guidelines for International Multi-Center
Clinical Trials of Drugs (for Trial Implementation) (یܸ(༊Б))t o
guide the application, implementation and administration of international multi-center drug clinical
trials in China. When the data of international multi-center drug clinical trials are used to support
the drug registration applications in China, a further trend analysis concerning clinical trial data in
China and Asia shall be conducted after an overall review of global clinical trial data, during which
the consistency of characteristics between subjects in the study and subjects in China shall be
considered. The sample size of Chinese subjects shall be sufficient to evaluate and infer the safety
and effectiveness and meet the requirements of statistics and relevant laws and regulations. Also,
both domestic and overseas centers involved in the international multi-center clinical trial are
subject to on site inspection organized by PRC drug administrative departments.
According to the Opinions on Deepening the Reform on Examination and Approval System
and Encouraging the Innovation of Drugs and Medical Devices (ོᎸ
จԈ) (the “ Innovation Opinions ”), the clinical trial data obtained from
overseas multi-centers may be used to apply for drug registration in China if they meet the relevant
requirements for the drug registration in China. For drugs that apply for a New Drug Application
(NDA) for the first time in China, the applicant for registration shall provide clinical trial data on
whether there are ethnic differences (if any).
According to the Announcement on Promulgation of the Guiding Technical Principles for the
Acceptance of Overseas Clinical Trial Data of Drugs (೯б<Ҧ
ۆࡡ>ஷѓ), if drug registration applicants use overseas clinical trials for drug
registration applications in China, all overseas clinical trial data shall be provided, rather than
selectively. If drug registration applicants plan to carry out follow-up clinical research and
development following the early overseas clinical trials, they shall evaluate the early clinical trial
data and only after having obtained complete clinical trial data and communicated with the CDE,
these data could be used to support the follow-up clinical trials.
Gathering, Collection and Filing of Human Genetic Resources
Pursuant to the Service Guide for Administrative Licensing of Gathering, Collection, Deal,
Export and Exit Approval of Human Genetic Resources ( ɛᗳ፲ෂ༟๕મණeϗණe൯ርë
), the gathering and collection of human genetic resources
through clinical trials by a foreign-invested sponsor shall file for the record with the China Human
Genetic Resources Management Office through an online system. The Regulations on the
Management of Human Genetic Resources of the PRC ( ʕശɛ͏΍ձ਷ɛᗳ፲ෂ༟๕၍ଣૢ
Է) regulates the collection, preservation, utilization and external provision of human genetic
resources in China. Foreign organizations, individuals and institutions established or actually
controlled by them shall not gather or preserve Chinese human genetic resources in China, or
provide Chinese human genetic resources to foreign countries. Where a foreign entity needs to use
Chinese human genetic resources to conduct scientific research activities or clinical trials, it shall
cooperate with Chinese scientific research institutions, institutions of higher education, medical
institutions or enterprises.
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The Administrative Regulation on Human Genetic Resources (݄
) further provided specific provisions on the collection, preservation, utilization and external
provision of human genetic resources of the PRC.
According to the Bio-security Law of the PRC (), the
competent health department under the State Council shall be the competent authority for the
approval or filing of using China’s human genetic resources.
New Drug Application, Approval and Renewal
According to the Administrative Measures for Drug Registration (), an
applicant shall, upon completion of studies including pharmacy, pharmacology and toxicology and
clinical trial of drugs which support the registration of drug marketing, determination of quality
standards, and verification of commercial scale manufacturing processes, and preparation to
undergo examination and inspection for drug registration, submit an application for drug marketing
authorization, and submit the relevant research materials in accordance with the submission
requirements. The CDE shall organize pharmacist, medical and other technical personnel to
comprehensively review the application regarding the safety, effectiveness and quality control of
the drug. Where the application is approved by the comprehensive review, the drug shall be
approved for marketing and a drug registration certificate shall be issued.
According to the Special Approval Procedures for Drugs of the China Food and Drug
Administration (तйᄲҭ೻ҏ), the NMPA may initiate special
approval procedures for certain drugs needed in response to public health emergencies.
According to the Working Procedures for the Evaluation of Breakthrough Therapy
Designation Drugs (for Trial Implementation) (ᄲ൙ʈЪ೻ҏ(༊Б)), during
the clinical trials of a drug, for innovative drugs or improved new drugs for the prevention and
treatment of diseases that are life-threatening or severely affect the quality of life, and there is no
effective prevention and treatment method or sufficient evidence demonstrating significant clinical
advantages over current therapies, the applicant may apply for the breakthrough therapy designation
process during the Phase I or Phase II clinical trial (generally no later than Phase III clinical trial).
Meanwhile, according to the Working Procedures for the Prioritized Review and Approval of
Drug Marketing Authorization (for Trial Implementation) (ɪ̹஢̙Ꮄ΋ᄲ൙ᄲҭʈЪ೻ҏ
(༊Б)) and the Announcement on Matters concerning the Optimization of Drug Registration
Review and Approval (ʮѓ), a drug marketing
authorization holder may apply for prioritized review and approval for drugs included in the
breakthrough therapy designation process.
The CDE will prioritize the allocation of resources for review, inspection, examination and
approval of registration applications that have been included in the scope of priority evaluation and
approval to speed up the review and approval progress.
The Administrative Measures for Drug Registration provides more detailed standards,
procedures and policy support for different expedited drug marketing authorization pathways,
including breakthrough therapy designation, conditional approval, prioritized review and approval
and special approval procedures.
Pursuant to the Drug Administration Law, an applicant who has obtained a drug registration
certificate shall be recognized as a drug marketing authorization holder, responsible for non-clinical
laboratory studies, clinical trials, production and distribution, post-market studies, and the
monitoring, reporting and handling of adverse reactions in connection with pharmaceuticals in
accordance with the provisions of the Drug Administration Law. The drug marketing authorization
holder may engage in manufacturing or sales on its own or entrust a licensed third party. According
to the Administrative Measures for Drug Registration, at the time of application for drug marketing
authorization, the applicant and the manufacturing enterprise shall have held the corresponding
pharmaceutical manufacturing permit.
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Pursuant to the Administrative Measures for Drug Registration, the validity period of a drug
registration certificate shall be five years. The drug marketing authorization holder of the drug
registration certificate shall ensure the safety, effectiveness and quality control of the marketed drug
at all times during the validity period of the certificate and apply for re-registration of the drug six
months before the expiry of such validity period. After the drug re-registration application is
accepted, the local provincial-level drug regulatory authorities or the CDE shall conduct
post-marketing reevaluation and adverse reaction monitoring on the drug marketing authorization
holder, carry out relevant work in accordance with the drug approval documents and the
requirements of the drug regulatory authorities, and review all material changes based on the
information stated in the drug approval documents.
Drug Manufacturing
According to the Administrative Measures on Supervision of Pharmaceutical Manufacturing
(), all facilities that manufacture drugs in China must apply for a
pharmaceutical manufacturing permit which is issued by the provincial drug supervision and
administration department, autonomous region or municipality directly under the central
government where it is domiciled. The drug marketing authorization holder who entrusts another
party to produce preparations shall meet the requirements as specified in Administrative Measures
on Supervision of Pharmaceutical Manufacturing, sign an entrustment agreement and a quality
agreement with a qualified drug producer, and submit the relevant agreements and the application
materials of the actual production site to the provincial drug supervision and administration
department where the drug marketing authorization holder is located to apply for the pharmaceutical
manufacturing permit. According to the Administrative Measures for Drug Registration, when an
application for marketing authorization is submitted, the applicant and the drug manufacturer shall
have obtained the corresponding pharmaceutical manufacturing permit.
These drug manufacturing facilities shall comply with drug manufacturing quality
management norms, establish a sound drug manufacturing quality management system and ensure
the whole drug manufacturing process continuously comply with statutory requirements. The drug
marketing authorization holder shall establish a quality assurance system for pharmaceuticals, and
employ designated personnel to be independently in charge of quality control for pharmaceuticals.
Drug Operation
According to the Measures for the Supervision and Administration of the Quality of Drug
Operation and Use (), operation of drug business, including
drug wholesale and drug retail, is prohibited without a drug business permit.
According to the Good Manufacturing Practice for Pharmaceutical Products (2010 Revision)
(͛ପሯඎ၍ଣ஝ᇍ(2010و)), drug business operators shall comply with the drug
operation quality management norms, establish and improve their drug operation quality
management system, and ensure that the whole drug business process continuously comply with
statutory requirements.
In China, governmental pricing controls on drugs (other than narcotic and certain psychiatric
drugs) have been lifted since June 2015 when the Opinions on Advancing Drug Price Reform ( પ
จԈ) came into effect. Instead of direct governmental controls, the government
exercises control over the drugs through establishing a centralized tender process or centralized
procurement mechanism, revising the National Medical Insurance Drug Catalogue or provincial
medical insurance drug catalogue and strengthening regulation of medical and pricing practices.
Also, according to the Opinions of the State Council on the Reform of Review and Approval System
for Drugs and Medical Devices (จԈ),
enterprises which apply for the registration of new drugs shall promise that the prices of their
products on the PRC market shall not be higher than the comparable market prices in original
countries or the surrounding area of the PRC.
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Regulations on Dual Invoicing System
According to the Implementing Opinions on Promoting the “Dual Invoicing System” for Drug
Procurement by Public Medical Institutions (for Trial Implementation) (ίʮͭᔼᐕዚ࿴ᖹ
મᒅʕપБ“ՇୃՓ”จԈ(༊Б)) (the “ Dual Invoicing System Notice ”), the dual
invoicing system refers to a system that requires one invoice to be issued from pharmaceutical
manufacturers to pharmaceutical distributors and the other invoice to be issued by pharmaceutical
distributors to medical institutions.
Monitoring Period of New Drugs
According to the Implementation Regulations for the Drug Administration Law of the PRC,
the NMPA may impose an administrative monitoring period of up to five years on newly approved
drugs to safeguard public health, during which the safety of such new drugs shall undergo
continuous monitoring. No other manufacturer may produce or import such new drugs during the
monitoring period.
Drug Advertisements
The Advertising Law of the PRC () outlines the regulatory
framework for the advertising industry. Advertisers, advertising service providers and advertising
publishers are required to ensure that the contents of the advertisements they prepare or distribute
are true and in full compliance with applicable laws and regulations. For advertisement of drugs,
the advertisement contents shall be examined by the relevant authorities prior to the publication.
Pursuant to the Interim Administrative Measures for the Review of Advertisements for Drugs,
Medical Devices, Health Food and Formula Food for Special Medical Purposes (eᔼᐕኜ
), advertisements for drugs shall
not contain any false or misleading contents. Advertisers shall be responsible for the veracity and
legitimacy of the contents of advertisements for drugs, medical devices, health food and formula
food for special medical purposes.
Drug Recalls
According to the Measures for Administration of Drug Recall (), a
marketing authorization holder shall establish and improve its drug recall system by collecting
relevant information about drug safety and conducting investigation and evaluation with respect to
the drugs with potential safety hazards. If there are any potential safety hazards that endanger
human health and life in respect of any drugs sold in the PRC, such manufacturer must start the drug
recall procedures.
Regulations on Medical Insurance Systems
The General Office of the State Council further released the Guidance of the General Office
of the State Council on Further Deepening the Reform of the Payment Method of Basic Medical
Insurance (ኬจԈ) in June
2017. The main objectives are to implement a diversified reimbursement mechanism including
diagnosis related groups, per-capita caps, and per-bed-day caps. Local administration of healthcare
security will introduce a total budget control for their jurisdictions and decide the amount of
reimbursement to public hospitals based on hospitals’ performance and the spending targets of
individual basic medical insurance funds.
Regulations on Product Liability
According to the Product Quality Law of the PRC (), a
manufacturer shall be liable for compensating for any personal injury or property damage.
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Pursuant to the Civil Code of the PRC (Պ), where a patient suffers
damage due to defects in drugs, the patient may seek compensation from the drug marketing
authorization holder or the medical institution. Where the patient seeks compensation from the
medical institution, the medical institution, after it has made the compensation, shall have the right
to recover the compensation from the liable drug marketing authorization holder.
Laws and Regulations on Anti-Unfair Competition
According to the Anti-Unfair Competition Law of the PRC (ن
) (the “ Anti-Unfair Competition Law ”), operators shall abide by the principle of
voluntariness, equality, impartiality, integrity and adhere to laws and business ethics during market
transactions. Operators in violation of the Anti-Unfair Competition Law shall bear corresponding
civil, administrative or criminal liabilities depending on the specific circumstances.
According to the Regulations on the Establishment of Adverse Records with Respect to
Commercial Briberies in the Medicine Purchase and Sales Industry (ͭᔼᖹᒅቖჯਹਠุ
), where the production and operation enterprises of drugs, medical devices
and medical disposables, as well as their agencies and individuals bribe the staff of medical
institutions responsible for the procurement and use of their drugs, medical devices and medical
disposables with property or other benefits, they shall be listed in the adverse records of commercial
bribery provided such conduct falls within the circumstances specified in the aforementioned
regulations. If medical production and operation enterprises are listed in the adverse records of
commercial bribery for more than once in five years, their products shall not be purchased by public
medical institutions, and shall not be purchased by medical and health institutions receiving
financial subsidies nationwide for two years from the date of the record’s publication.
Regulations on Company Establishment and Foreign Investment
Company Law
The establishment, operation and management of corporate entities in the PRC is governed by
the Company Law of the PRC () (the “ PRC Company Law ”).
The shareholders’ meeting is the authority of the company, which exercises its powers in
accordance with the PRC Company Law.
Foreign Investment Law and Relevant Catalogue of Industries
According to the Foreign Investment Law of the PRC (), the
organizational form, structure, and operations of foreign-invested enterprises are subject to the
Company Law and other applicable laws and regulations. Foreign investors or foreign-funded
enterprises shall report investment information to the commerce departments through the enterprise
registration system and the enterprise credit information publicity system.
According to the Regulation for Implementing the Foreign Investment Law of the PRC ( ʕ
ૢԷ) and the MOFCOM and the Foreign Investment Access
Special Management Measures (Negative List) (2024 V ersion) (݄(ࠦࠋ
૶ఊ)(2024و)), China adopts the management system of pre-establishment national treatment
and negative list for foreign investment. Foreign investors shall not invest in any field prohibited
by the negative list for foreign investment access. Foreign investors shall meet the investment
conditions stipulated under the negative list for any field with investment restricted by the negative
list for foreign investment access. For the fields not included in the negative list for foreign
investment access, management shall be conducted under the principle of consistency for domestic
and foreign investment.
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Regulations on Intellectual Property Rights
Trademark Law
According to the Trademark Law of the PRC () and the
Implementation Regulations for the PRC Trademark Law (ૢԷ),
the trademark registrants shall enjoy the exclusive right to use the marks, which shall be protected
by law. The Trademark Law of the PRC has adopted the “first-to-file” principle with respect to
trademark registration.
Patent Law
According to the Patent Law of the PRC () and the
Implementation Regulations for the Patent Law of the PRC (),
the patent right entitled to its owner shall be protected by the laws. Unauthorized exploitation of
a patent may constitute infringement, subject to applicable exceptions under the law, such as
experimental use, Bolar exception, prior use rights, or compulsory licensing.
Trade Secret
According to the Anti-Unfair Competition Law, the term “trade secrets” refers to technical and
business information that is unknown to the public, has utility, may create business interests or
profits for its legal owners or holders, and is maintained as a secret by its legal owners or holders.
Under the Anti-Unfair Competition Law, business operators are prohibited from infringing others’
trade secrets. The parties whose trade secrets are being misappropriated may petition for
administrative corrections, and regulatory authorities may stop any illegal activities and impose
fines on the infringing parties.
Domain Names
According to the Administrative Measure for Internet Domain Names ( ʝᑌၣਹΤ၍ଣ፬
), the domain name services follow a “first come, first file” principle. Use of domain names by
providers of internet information services shall comply with laws and regulations and the relevant
provisions of the telecommunication administrative authorities and shall not use a domain name to
carry out illegal acts.
Regulations on Tax
Enterprise Income Tax
Pursuant to the Enterprise Income Tax Law of the PRC ()
and the Implementation Regulations for the Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍
ૢԷ), the Enterprise Income Tax Law applies a uniform 25% enterprise
income tax rate to both foreign-invested enterprises and domestic enterprises, except where tax
incentives are granted to special industries and projects. However, if non-resident enterprises have
not established institutions or premises in the PRC, or have established institutions or premises in
the PRC but the income derived has no actual connection with such established institutions or
premises, the enterprise income tax is, in that case, set at the rate of 10% for their income sourced
from inside the PRC.
In February 2015, the State Administration of Taxation (the “ SAT”) issued the Announcement
of the SA T on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer
by Non-Resident Enterprises (ʍਪᕚ
ʮѓ) (the “ SAT Circular 7 ”). According to the SA T Circular 7, an “indirect transfer” of assets,
including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be
re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not
have a reasonable commercial purpose and was established for the purpose of avoiding payment of
PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to
PRC enterprise income tax.
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The Announcement of the SA T on Issues Relating to Withholding at Source of Income Tax of
Non-resident Enterprises (ʮѓ) (the
“SAT Circular 37 ”), replaced or supplemented certain previous provisions in the Circular 7. The
SA T Circular 37 purports to clarify certain issues in the implementation of the SA T Circular 7 and
other regulations, by providing, among others, the definition of equity transfer income and tax
basis, the foreign exchange rate to be used in the calculation of withholding amount, and the date
of occurrence of the withholding obligation.
Withholding Tax
Pursuant to the Enterprise Income Tax Law and the Implementation Regulations for the
Enterprise Income Tax Law, if non-resident enterprises have not established institutions or premises
in the PRC, or have established institutions or premises in the PRC but the income derived has no
actual connection with such established institutions or premises, they shall be subject to
withholding tax on their PRC-sourced income at a rate of 10%. According to the Arrangement
between Chinese Mainland and the Hong Kong Special Administrative Region for the Avoidance of
Double Taxation and Tax Evasion on Income (ᅄ೼
τર), dividends repatriated from a PRC entity to its Hong Kong shareholder
owning more than 25% of its capital would be entitled to a reduced withholding tax rate of 5%
subject to certain conditions.
V alue-added Tax
According to the Interim Regulations of the PRC on V alue-added Tax ( ʕശɛ͏΍ձ਷ᄣ
೼ᅲБૢԷ) and the Detailed Rules for the Implementation of the Interim Regulations of the
PRC on V alue-Added Tax (), all entities and
individuals in the PRC engaging in sale of goods or labor services of processing, repairing and
replacement, sale of services, intangible assets, or immovables, or import of goods are required to
pay value-added tax for the added value derived from the process of manufacture, sale or services.
According to the Circular of the MOF and the SA T on Adjusting V alue-added Tax Rates ( ৌ
), where a taxpayer engages in value-added tax
taxable sales activities or import of goods, the previous applicable value-added tax rates of 17% and
11% are adjusted to be 16% and 10% respectively.
According to the Circular on Policies to Deepen V alue-added Tax Reform (೼
ʮѓ), where a general V A T taxpayer engages in V A T-taxable sales activities or
import of goods, the previous applicable V A T rates of 16% and 10% have been adjusted to be 13%
and 9% respectively.
Regulations on Labor Protection
Labor Law and Labor Contract Law
The Labor Law of the PRC () and the Labor Contract Law of the
PRC () together stipulate the labor contracts, settlement of labor
disputes, labor remuneration, protection of occupational safety and healthcare, social insurance and
welfare, etc. Written labor contracts must be entered into for the establishment of an employment
relationship between employers and employees. Employers are also required to pay wages no lower
than the local minimum wage standards to their employees.
Social Insurance and Housing Provident Funds
The Social Insurance Law of the PRC () governs the PRC
social insurance system. It requires employers and/or employees (as the case may be) to register
social insurance with competent authorities and contribute the required amount of social insurance
funds, including funds for basic pension insurance, unemployment insurance, basic medical
insurance, occupational injury insurance and maternity insurance. Employers who fail to complete
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social security registration shall be ordered by the social security administrative authorities to make
correction within a stipulated period; where correction is not made within the stipulated period, the
employer shall be subject to a fine ranging from one to three times the amount of the social security
premiums payable, and the directly accountable person (s)-in-charge and other relevant responsible
personnel shall be subject to a fine ranging from RMB500 to RMB3,000. Employers who failed to
promptly contribute social security premiums in full amount shall be ordered by the social security
premium collection agency to make or supplement contributions within a stipulated period, and
shall be subject to a late payment fine computed from the due date at the rate of 0.05% per day;
where payment is not made within the stipulated period, the relevant administrative authorities shall
impose a fine of one to three times the amount in arrears.
According to the Interim Measures for the Participation in Social Insurance of Foreigners
Employed in China (), employers who hire
foreigners shall register them for social insurance within 30 days of obtaining employment
certificates. Foreigners who participate in social insurance and meet the requirements shall enjoy
social insurance benefits in accordance with the law.
Under the Regulations on the Administration of Housing Provident Fund (၍ଣ
ૢԷ), an employer shall complete contribution registration with the housing provident fund
management center and complete the formalities of opening housing provident fund accounts for its
employees. Where an employer fails to complete payment and deposit registration of housing
provident fund or fails to go through the formalities of opening housing provident fund accounts for
its employees, the housing provident fund management center shall order it to go through the
formalities within a prescribed time limit; where failing to do so at the expiration of the time limit,
a fine of not less than RMB10,000 nor more than RMB50,000 shall be imposed. Where an employer
is overdue in the payment of, or underpays, the housing provident fund, the housing provident fund
management center shall order it to make the payment within a prescribed time limit; where the
payment has not been made after the expiration of the time limit, an application may be made to
a people’s court for compulsory enforcement.
According to Interpretation (II) of the Supreme People’s Court on Issues Concerning the
Application of Law in the Trial of Labor Dispute Cases (΁ቇ
༆ᙑ(ɚ))( “ Interpretation (II) for Trial of Labor Dispute Cases ”), which
became effective on September 1, 2025, if the employer and laborer agree or the laborer promises
that social insurance premiums need not be paid, the people’s court shall deem such agreement or
promise invalid. If the employer fails to pay social insurance premiums as required by law, and the
laborer requests termination of the labor contract and economic compensation under Article 38(3)
of the Labor Contract Law, the court shall support the claim. If the above conditions are met and
the employer, after legally making up the premiums, requests the laborer to return the social
insurance compensation already paid, the court shall support the claim.
Regulations on Environmental Protection
According to the Environmental Protection Law of the PRC (ᚐ
) (the “ Environmental Protection Law ”), the Environmental Impact Assessment Law of the
PRC () and the Administrative Regulations on the
Environmental Protection of Construction Project (ᚐ၍ଣૢԷ), enterprises
which plan to construct projects shall engage qualified professionals to provide the assessment
reports, assessment form, or registration form on the environmental impact of such projects. The
assessment reports, assessment form, or registration form shall be filed with or approved by the
relevant environmental protection bureau prior to the commencement of any construction work.
According to the Environmental Protection Law and the Regulation on Administration of
Discharge Permit ( રϮ஢̙၍ଣૢԷ), public institutions and other producers and operators
that are subject to the administration of discharge permit shall discharge pollutants in accordance
with the requirements of the discharge permit; and those who have not obtained the discharge permit
shall not discharge pollutants.
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According to the Classification Management List for Fixed Source Pollution Permits (2019
Edition) (๕રϮ஢̙ʱᗳ၍ଣΤ፽(2019و)), the manufacturing of biological
drugs and products falls into the classification management scope for fixed source pollution
permits.
Regulations on Foreign Exchange and Overseas Investment and Dividend Distribution
Foreign Exchange and Overseas Investment
Foreign exchange in the PRC is mainly regulated by the Foreign Exchange Administration
Regulations of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ). Renminbi is freely convertible for
current account items, including the distribution of dividends, interest payments, trade and
service-related foreign exchange transactions, but is not freely convertible for capital account items,
such as direct investments, loans, repatriation of investments and investments in securities outside
of the PRC, unless prior approval is obtained from the SAFE and/or prior registration with the
SAFE is made.
According to the Notice of SAFE on Issues Concerning the Foreign Exchange Administration
of Overseas Listing (), the SAFE and
its branch offices and administrative offices shall oversee, regulate and inspect domestic companies
regarding their business registration, opening and use of accounts, trans-border payments and
receipts, exchange of funds and other conduct involved in overseas listing. Domestic companies
shall, within 15 working days after the completion of their public offering overseas, complete
overseas listing registration formalities with the foreign exchange authority at their place of
registration with the required materials.
According to the Notice on Further Simplifying and Improving Foreign Exchange
Administration Policy on Direct Investment (ஷ
), the banks shall review and carry out foreign exchange registration under domestic direct
investment as well as foreign exchange registration under overseas direct investment directly, and
the SAFE and its branches shall implement indirect supervision over foreign exchange registration
of direct investment via the banks.
According to the Circular on Reforming the Management Approach regarding the Settlement
of Foreign Exchange Capital of Foreign-invested Enterprises (ږ
), the foreign exchange capital of foreign-invested enterprises shall be
subject to the Discretional Foreign Exchange Settlement. The proportion of Discretional Foreign
Exchange Settlement of the foreign exchange capital of a foreign-invested enterprise is temporarily
determined as 100%. The Renminbi converted from the foreign exchange capital will be kept in a
designated account. If a foreign-invested enterprise needs to make a further payment from such
designated accounts, it still needs to provide supporting documents and go through the banks’
review process.
Dividend Distribution
The SAFE promulgated the Notice of the SAFE on Further Promoting the Reform of Foreign
Exchange Administration and Improving the Examination of Authenticity and Compliance (࢕
), which stipulates several
capital control measures with respect to the outbound remittance of profits of a domestic entity
equivalent to more than USD50,000 (exclusive) including the following: (1) under the principle of
genuine transaction, banks shall check board resolutions regarding profit distribution (or the
partners’ resolutions regarding profit distribution), the original version of tax filing records and
audited financial statements; and (2) domestic entities shall hold income to account for previous
years’ losses before remitting the profits. Moreover, domestic entities shall provide detailed
explanations of the sources of capital and the intended use of funds, and provide board resolutions
(or the partners’ resolutions), contracts and other proof when completing the registration procedures
in connection with an outbound investment.
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Regulations on Information Security and Data Privacy
Pursuant to the Civil Code of the PRC, the personal information of a natural person shall be
protected by the law. Any organization or individual that needs to obtain personal information of
others shall obtain such information legally and ensure the safety of such information, and shall not
illegally collect, use, process or transmit personal information of others, or illegally purchase or
sell, provide or make public personal information of others.
The Personal Information Protection Law of the PRC ()
stipulates the scope of personal information and establishes rules for processing personal
information of natural persons within the territory of the PRC, including but not limited to more
specific informed consent requirements in various contexts, strengthened and classified obligations
of personal information processors, and more limitations and rules on processing of personal
information.
The Data Security Law of the PRC () stipulates that each
organization or individual collecting data shall adopt legal and proper methods, and shall not steal
or obtain data by other illegal methods, and the data processing activities shall comply with laws
and regulations, respect social mores and ethics, comply with commercial ethics and professional
ethics, be honest and trustworthy, perform obligations to protect data security, and undertake social
responsibility; it shall not harm national security, the public interest, or the legitimate rights and
interests of citizens or organizations. Pursuant to the Cybersecurity Review Measures ( ၣഖτΌ
), (i) the purchase of network products and services of a critical information
infrastructure operator and data processing activities of an online platform operator that affect or
may affect national security shall be subject to the cybersecurity review, (ii) particularly, if a critical
information infrastructure operator purchase network products and services that affect or may affect
national security, or an online platform operator possessing personal information of over one
million users and pursues a listing abroad, such operator must apply for cybersecurity review, and
(iii) relevant governmental authorities in the PRC may initiate cybersecurity review if such
governmental authorities determine any network products and services, and data processing
activities affect or may affect national security. In addition, the Regulations on Cyber Data Security
Management ( ၣഖᅰኽτΌ၍ଣૢԷ), provides clear stipulation on carrying out cyber data
processing activities and the security supervision and management thereof.
The Measures for the Security Assessment of Outbound Data Transfers ( ᅰኽ̈ྤτΌ൙П
) outlines the possible security assessment process for outbound data transfers. In addition,
the Measures for the Administration of Standard Contractual Clauses for the Cross-Border Transfer
of Personal Information (), attach the prescribed template for the
standard contract on the outbound transfer of personal information that could be used as an
available option to satisfy the condition for cross-border transfer of personal information under
Article 38 of the Personal Information Protection Law.
On March 22, 2024, the CAC issued Provisions on Facilitating and Regulating Cross-border
Data Flows (), which provide provisions for the implementation
of outbound data transfer systems including security assessment for outbound data transfers,
standard contracts for outbound transfer of personal information, and personal information
protection certification. In accordance with these provisions, unless otherwise stipulated, (I) data
processors who provide data abroad, and meet any of the following conditions, are required to
declare the security assessment of outbound data transfer to the national cyberspace administration
authority through the provincial-level cyberspace administration authority where they are located:
(A) critical information infrastructure operators providing personal information or important data
abroad; (B) data processors other than critical information infrastructure operators providing
important data abroad or cumulatively providing abroad personal information (excluding sensitive
personal information) of more than one million individuals, or sensitive personal information of
more than 10,000 individuals since January 1 of the current year; and (C) data processors other than
critical information infrastructure operators have cumulatively provided abroad personal
information (excluding sensitive personal information) of more than 100,000 and less than
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1,000,000 individuals, or sensitive personal information of less than 10,000 individuals as of
January 1 of the current year, shall enter into a standard contract for outbound transfer of personal
information with the overseas recipient or obtain personal information protection certification in
accordance with the law.
Regulations on Overseas Securities Offering and Listing by Domestic Enterprises
According to the Trial Administrative Measures of Overseas Securities Offering and Listing
by Domestic Enterprises (), the Overseas Listing
Trial Measures comprehensively reformed the regulatory regime for overseas offering and listing of
securities by the PRC domestic enterprises, either directly or indirectly, into a filing-based system.
The PRC domestic enterprises that seek to offer and list securities in overseas markets, either
directly or indirectly, are required to fulfill the filing procedure with the CSRC and report relevant
information. The Overseas Listing Trial Measures provides that an overseas listing or offering is
explicitly prohibited, if any of the following applies: (i) such securities offering or listing is
explicitly prohibited by provisions in PRC laws, administrative regulations or relevant state rules;
(ii) the securities offering or listing may endanger national security as reviewed and determined by
competent authorities under the State Council in accordance with laws; (iii) the domestic enterprise
or its controlling shareholder(s) and the actual controller, have committed crimes such as
corruption, bribery, embezzlement, misappropriation of property or undermining the order of the
socialist market economy during the latest three years; (iv) the domestic enterprise is currently
under investigations for suspicion of criminal offenses or major violations of laws and regulations,
and no conclusion has yet been made thereof; or (v) there are material ownership disputes over
equity held by the controlling shareholder(s) or by other shareholder(s) that are controlled by the
controlling shareholder(s) or actual controller.
According to the Provisions on Strengthening the Confidentiality and Archives Administration
of Overseas Securities Issuance and Listing by Domestic Enterprises (̋੶ྤʫΆุྤ̮೯
), where a domestic enterprise provides or publicly
discloses to the relevant securities companies, securities service institutions, overseas regulatory
authorities and other entities and individuals, or provides or publicly discloses through its overseas
listing subjects, documents and materials involving state secrets and working secrets of state
organs, it shall report the same to the competent department with the examination and approval
authority for approval in accordance with the law, and submit the same to the secrecy administration
department of the same level for filing. Domestic enterprises providing accounting archives or
copies thereof to the relevant securities companies, securities service institutions, overseas
regulatory authorities and other entities and individuals shall perform the corresponding procedures
pursuant to the relevant provisions of the State. The working papers formed within the territory of
the PRC by the securities companies and securities service institutions that provide corresponding
services for the overseas issuance and listing of domestic enterprises shall be kept within the
territory of the PRC, and cross-border transfer shall go through the examination and approval
formalities in accordance with the relevant provisions of the State.
Regulations on “Full Circulation” of H Shares
According to the Guidelines on Application for “Full Circulation” of Domestic Unlisted
Shares of H Share Companies ( H΅͡ሗ“ஷ”ˏ), “Full
Circulation” refers to the listing and circulation of the domestic unlisted shares of an H-share
company (including unlisted domestic shares held by domestic shareholders prior to overseas
listing, unlisted domestic shares that are further issued in the PRC after overseas listing and unlisted
shares held by foreign shareholders) on the Hong Kong Stock Exchange. Holders of unlisted
domestic shares may, at their own discretion, negotiate and determine the number and proportion
of shares to be applied for circulation, and entrust H-share companies to apply for “full circulation”,
as well as entrust H-share companies to submit the “full circulation” filing documents to the CSRC,
subject to compliance with relevant laws and regulations as well as policy requirements in respect
of state-owned assets management, foreign investment and industry regulation. According to the
Guidelines, shareholders of domestic unlisted shares should handle the transfer of shares in
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accordance with the relevant business rules of CSDC, and H-share companies should submit a
report on the relevant situation to the CSRC within 15 days after the completion of the transfer of
the shares involved in the application to CSDC.
The Measures for Implementation of H-share Full Circulation Business ( Hٰ“ஷ”ุਕ
) is in relation to the H-share full circulation business, such as cross-border transfer
registration, maintenance of deposit and holding details, transaction entrustment and instruction
transmission, settlement, management of settlement participants, services of nominal holders, etc.
According to the Guide to the Program for Full Circulation of H-shares of China Securities
Depository and Clearing Corporation Limited Shenzhen Branch (ப΂ʮ
̡ଉέʱʮ̡Hٰ“ஷ”), the business preparation, cross-border share transfer
registration, arrangement for settlement and delivery, risk management measures and other relevant
matters are specified.
OVERVIEW OF U.S. LA WS, REGULATIONS AND REGULATORY DEPARTMENTS
U.S. Government Regulation of Drug and Biological Products
In the U.S., the FDA regulates drugs under the FDCA, its implementing regulations and
biologics under the FDCA and the Public Health Service Act (the “PHSA”) and their implementing
regulations. Both drugs and biologics are also subject to other federal, state and local statutes and
regulations, such as those related to competition. Failure to comply with the applicable U.S.
requirements at any time during the product development process, approval process or following
approval may subject an applicant to administrative actions or judicial sanctions. These actions and
sanctions could include, among other actions, the FDA ’s refusal to approve pending applications,
withdrawal of an approval, license revocation, a clinical hold, untitled or warning letters, voluntary
or mandatory product recalls or market withdrawals, product seizures, total or partial suspension of
production or distribution, injunctions, fines, refusals of government contracts, restitution,
disgorgement and civil or criminal fines or penalties.
Pre-clinical testing of a product candidate is conducted in accordance with FDA ’s Good
Laboratory Practice regulations. A sponsor of IND must submit the results of the pre-clinical
testing, manufacturing information, analytical data, the clinical trial protocol, and any available
clinical data or literature to the FDA. The IND automatically becomes effective 30 days after receipt
by the FDA, unless the FDA raises concerns or questions and places the trial on a clinical hold
within that 30-day period. FDA may also impose clinical holds or partial clinical holds at any time
during clinical trials due to safety concerns or non-compliance.
All clinical trials must be conducted under the supervision of one or more qualified
investigators in accordance with Good Clinical Practice regulations, including the requirement that
all research subjects provide informed consent in writing before their participation in any clinical
trial. Further, an Institutional Review Board (“ IRB”), must review and approve the plan for any
clinical trial before it commences at any institution, and the IRB must conduct continuing review
and reapprove the study at least annually. Each new clinical protocol and any amendments to the
protocol must be submitted for FDA review, and to the IRBs for approval. An IRB can suspend or
terminate approval of a clinical trial at its institution if the trial is not being conducted in accordance
with the IRB’s requirements or if the product has been associated with unexpected serious harm to
subjects.
Progress reports detailing the results of the clinical trials must be submitted at least annually
to the FDA. Safety reports must be submitted to the FDA and the investigators within 15 calendar
days after the trial sponsor determines that the information qualifies for reporting. The sponsor also
must notify FDA of any unexpected fatal or life-threatening suspected adverse reaction as soon as
possible but in no case later than 7 calendar days after the sponsor’s initial receipt of the
information. Sponsors of clinical trials of FDA-regulated products, including drugs, are required to
register and disclose certain clinical trial information, which is publicly available at
www.clinicaltrials.gov.
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Concurrent with clinical trials, companies usually complete additional animal studies and
must also finalize a process for manufacturing the product in commercial quantities in accordance
with GMP requirements. Failure to comply with the applicable U.S. requirements may subject an
applicant to administrative or judicial sanctions.
U.S. Review and Approval Processes
The results of product development, pre-clinical studies and clinical trials, along with
descriptions of the manufacturing process, analytical tests conducted on the product, proposed
labeling and other relevant information, are submitted to the FDA as part of an NDA or BLA. Unless
deferred or waived, NDAs or BLAs, or supplements must contain data adequate to assess the safety
and effectiveness of the product for the claimed indications in all relevant pediatric subpopulations
and to support dosing and administration for each pediatric subpopulation for which the product is
safe and effective. The submission of an NDA or a BLA is subject to the payment of a substantial
user fee and an annual prescription drug product program fee.
Within 60 days of its receipt, the FDA reviews the NDA/BLA to ensure that it is sufficiently
complete for substantive review before it accepts the NDA/BLA for filing. After accepting the
NDA/BLA filing, the FDA begins an in-depth substantive review to determine, among other things,
whether a product is safe and effective for its intended use. The FDA also evaluates whether the
product’s manufacturing is GMP-compliant to assure the product’s identity, strength, quality and
purity. Before approving the NDA/BLA, the FDA typically will inspect whether the manufacturing
processes and facilities are in compliance with GMP requirements and adequate to assure consistent
production of the product within required specifications. The FDA may refer the NDA/BLA to an
advisory committee, a panel of experts, for review whether the application should be approved and
under what conditions and considers such recommendations when making decisions.
The FDA may refuse to approve the NDA/BLA if the applicable regulatory criteria are not
satisfied or may require additional clinical data or other data and information. The FDA will issue
a complete response letter describing all of the specific deficiencies that the FDA identified in the
NDA/BLA that must be satisfactorily addressed before it can be approved. The deficiencies
identified may be minor, for example, requiring labeling changes, or major, for example, requiring
additional clinical trials. Additionally, the complete response letter may include recommended
actions that the applicant might take to place the application in a condition for approval. The
applicant may either resubmit the NDA/BLA, addressing all of the deficiencies identified in the
letter, or withdraw the application or request an opportunity for a hearing.
The regulatory approval may be limited to specific diseases and dosages or the indications for
use may otherwise be limited, which could restrict the commercial value of the product. Further, the
FDA may require that certain contraindications, warnings or precautions be included in the product
labeling. In addition, the FDA may require post-approval studies, including Phase IV clinical trials,
to further assess a product’s safety and effectiveness after NDA/BLA approval and may require
testing and surveillance programs to monitor the safety of approved products that have been
commercialized.
In the U.S., products composed of components that would normally be regulated by different
centers at the FDA are known as combination products. Typically, the FDA ’s Office of Combination
Products assigns a combination product to a specific Agency Center as the lead reviewer. The FDA
determines which Center will lead a product’s review based upon the product’s primary mode of
action. Depending on the type of combination product, its approval, clearance or licensure may
usually be obtained through the submission of a single marketing application. However, the FDA
sometimes will require separate marketing applications for individual constituent parts of the
combination product, which may require additional time, effort, and information. Even when a
single marketing application is required for a combination product, the relevant Centers may
participate in the review. An applicant will also need to discuss with the Agency how to apply
certain pre-market requirements and post-marketing regulatory requirements, including conduct of
clinical trials, adverse event reporting and good manufacturing practices, to their combination
product.
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FDA Acceptance of Foreign Clinical Data in NDA
An application based solely on foreign clinical data meeting U.S. criteria for marketing
approval may be approved if: (1) the foreign data are applicable to the U.S. population and U.S.
medical practice; (2) the studies have been performed by clinical investigators of recognized
competence; and (3) the data may be considered valid without the need for an on-site inspection by
FDA or, if FDA considers such an inspection to be necessary, FDA is able to validate the data
through an on-site inspection or other appropriate means. Failure of an application to meet any of
these criteria will result in the application not being approvable based on the foreign data alone.
FDA will apply this policy in a flexible manner according to the nature of the drug and the data
being considered.
Expedited Development and Review Programs
The FDA has various programs that are intended to expedite or streamline the process for the
development and FDA review of drugs that are intended for the treatment of serious or
life-threatening diseases or conditions and demonstrate the potential to address unmet medical
needs. The purpose of these programs is to provide important new drugs to patients earlier than
under standard FDA review procedures.
Fast Track Designation
To be eligible for a fast-track designation, the FDA must determine, based on the request of
a sponsor, that a drug is intended to treat a serious or life-threatening disease or condition for which
there is no effective treatment and demonstrates the potential to address an unmet medical need for
the disease or condition. Under the fast-track program, the sponsor of a drug candidate may request
FDA to designate the product for a specific indication as a fast-track product concurrent with or
after the filing of the IND for the drug candidate. The FDA must make a fast-track designation
determination within 60 days after receipt of the sponsor’s request.
In addition to other benefits, such as the ability to use surrogate endpoints and have more
interactions with FDA, FDA may initiate review of sections of a fast-track product’s NDA before
the application is complete. This rolling review is available if the applicant provides, and FDA
approves, a schedule for the submission of the remaining information and the applicant pays
applicable user fees. However, FDA ’s time period goal for reviewing a fast-track application does
not begin until the last section of the NDA is submitted. In addition, the fast-track designation may
be withdrawn by FDA if FDA believes that the designation is no longer supported by data emerging
in the clinical trial process.
Orphan Drug Designation
Under The Orphan Drug Act of 1983, the FDA may grant orphan drug designation to drugs
or biologic candidates intended to treat a rare disease or condition generally affecting fewer than
200,000 individuals in the U.S. or for which a manufacturer has no reasonable expectation of
recovering drug treatment research and development costs. The first applicant to receive FDA
approval for the disease or indication for which it has orphan drug designation is entitled to a
seven-year exclusive marketing period. During the exclusivity period, the FDA may not approve
any other applications to market the same product for the same disease or condition except in
limited circumstances.
Accelerated Approval
Under FDA ’s accelerated approval regulations, the FDA may approve a drug or biologic
candidate for a serious or life-threatening illness that provides meaningful therapeutic benefit to
patients over existing treatments and demonstrates an effect on either a surrogate endpoint that is
reasonably likely to predict clinical benefit or on a clinical endpoint that can be measured earlier
than irreversible morbidity or mortality (“ IMM”), that is reasonably likely to predict an effect on
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IMM or other clinical benefit, taking into account the severity, rarity, or prevalence of the disease
or condition and the availability or lack of alternative treatments. A product candidate approved on
this basis is subject to rigorous post-marketing compliance requirements, including the completion
of post-approval clinical trial to confirm the effect on the clinical endpoint. Failure to conduct
required post-approval studies, or to confirm a clinical benefit during post-marketing studies, will
allow the FDA to withdraw the product from the market on an expedited basis. All promotional
materials for product candidates approved under accelerated regulations are subject to prior review
by the FDA.
Breakthrough Therapy Designation
A drug or biologic may be eligible for designation as a breakthrough therapy if the product
is intended, alone or in combination with one or more other drugs or biologics, to treat a serious
or life-threatening condition and preliminary clinical evidence indicates that the product may
demonstrate substantial improvement over currently approved therapies on one or more clinically
significant endpoints, such as substantial treatment effects observed early in clinical development.
A sponsor may request that a product be designated as a breakthrough therapy concurrently with,
or at any time after, the submission of IND, and the FDA must determine if the candidate qualifies
for such designation within 60 days of receipt of the request. If so designated, the FDA shall act
to expedite the development and review of the product’s marketing application, including by
meeting with the sponsor throughout the product’s development, providing timely advice to the
sponsor to ensure that the development program to gather pre-clinical and clinical data is as
efficient as practicable.
Priority Review
The FDA may give a priority review designation to drugs that offer major advances in
treatment or provide a treatment where no adequate therapy exists. A priority review means that the
goal for the FDA to review an application is six months, rather than the standard review of ten
months under the Prescription Drug User Fee Act guidelines. These six- and ten-month review
periods are measured from the “filing” date rather than the receipt date for NDAs for new molecular
entities, which typically adds approximately two months to the timeline for review and decision
from the date of submission. Most products that are eligible for fast-track designation are also likely
to be considered appropriate to receive a priority review.
Post-Marketing Requirements
Following the approval of a new product, the manufacturer and the approved product are
subject to continuing regulation by the FDA, including, among other things, monitoring and
record-keeping activities, reporting of adverse experiences, complying with promotion and
advertising requirements, which include restrictions on promoting products for unapproved uses or
patient populations (known as “off-label use”) and limitations on industry-sponsored scientific and
educational activities. Although physicians may prescribe legally available products for off-label
uses, manufacturers may not market or promote such uses. The FDA and other agencies actively
enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is
found to have improperly promoted off-label uses may be subject to significant liability, including
investigation by federal and state authorities. Prescription drug promotional materials must be
submitted to the FDA in conjunction with their first use or first publication. Further, if there are any
modifications to the drug or biologic, including changes in indications, labeling or manufacturing
processes or facilities, the applicant may be required to submit and obtain FDA approval of a new
NDA/BLA or NDA/BLA supplement, which may require the development of additional data or
preclinical studies and clinical trials. The FDA may also place other conditions on approvals
including the requirement for a risk evaluation and mitigation strategy (“REMS”), to assure the safe
use of the product.
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If the FDA concludes a REMS is needed, the sponsor of the NDA/BLA must submit a
proposed REMS. The FDA will not approve the NDA/BLA without an approved REMS, if required.
A REMS could include medication guides, physician communication plans or elements to assure
safe use, such as restricted distribution methods, patient registries and other risk minimization tools.
Any of these limitations on approval or marketing could restrict the commercial promotion,
distribution, prescription or dispensing of products. Product approvals may be withdrawn for
non-compliance with regulatory standards or if problems occur following initial marketing.
FDA regulations require that products be manufactured in specific approved facilities and in
accordance with cGMP regulations. These manufacturers must comply with cGMP regulations that
require, among other things, quality control and quality assurance, the maintenance of records and
documentation, and the obligation to investigate and correct any deviations from cGMP .
Manufacturers and other entities involved in the manufacture and distribution of approved
drugs or biologics are required to register their establishments with the FDA and certain state
agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies
for compliance with cGMP requirements and other laws. The discovery of violative conditions,
including failure to conform to cGMP regulations, could result in enforcement actions, and the
discovery of problems with a product after approval may result in restrictions on a product,
manufacturer or holder of an approved NDA/BLA, including recall.
Once an approval is granted, the FDA may issue enforcement letters or withdraw the approval
of the product if compliance with regulatory requirements and standards is not maintained or if
problems occur after the drug or biologic reaches the market. Corrective action could delay drug or
biologic distribution and require significant time and financial expenditures. Later discovery of
previously unknown problems with a drug or biologic, including AEs of unanticipated severity or
frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may
result in revisions to the approved labeling to add new safety information; imposition of
post-market studies or clinical trials to assess new safety risks; or imposition of distribution or other
restrictions under a REMS program. Other potential consequences include, among other things:
restrictions on the marketing or manufacturing of the drug or biologic, suspension of the approval,
complete withdrawal of the drug from the market or product recalls; fines, warning letters or holds
on post-approval clinical trials; refusal of the FDA to approve applications or supplements to
approved applications, or suspension or revocation of drug or biologic approvals; drug or biologic
seizure or detention, or refusal to permit the import or export of drugs; or injunctions or the
imposition of civil or criminal penalties.
OVERVIEW OF AUSTRALIAN LA WS, REGULATIONS AND REGULATORY
DEPARTMENTS
Regulations on Clinical Development
Clinical trials conducted in Australia are regulated by the Therapeutic Goods Administration
(“TGA”). Clinical trials must comply with a number of laws and regulations in Australia at the
Commonwealth and State/Territory levels, including the Therapeutic Goods Act 1989 (Cth) and the
Therapeutic Goods Regulations 1990 (Cth). Clinical trials must also comply with: the International
Council for Harmonisation of Technical Requirements for Pharmaceuticals for Human Use (ICH)
Guidelines for Good Clinical Practice, as adopted and annotated by the TGA (the “ ICH GCP
Guidelines ”); the National Statement on Ethical Conduct in Human Research (the “ National
Statement ”) and the protocol approved by the Human Research Ethics Committee (“ HREC ”)
responsible for monitoring the conduct of the trial.
There are two schemes for the approval of clinical trials involving ‘unapproved’ therapeutic
goods in Australia: the Clinical Trial Notification (“ CTN”) scheme; and the Clinical Trial Approval
(“CTA”) scheme. The CTN scheme involves the TGA being notified of the clinical trial, but not
undertaking any evaluation of the clinical trial. The CTA scheme involves the TGA not only being
notified of the clinical trial, but also conducting an evaluation and assessment of the clinical trial
prior to its commencement with a primary focus on reviewing the safety of the therapeutic goods.
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The CTN scheme is generally used for earlier phase studies when there is adequate preclinical
information about the product, particularly in relation to safety. The CTA scheme is generally used
for high-risk or novel treatments, where there is little known or no knowledge about the safety of
the goods. The decision regarding which scheme to follow is generally up to the sponsor of the trial
and the applicable HREC, although the CTA scheme is mandatory for certain types of biological
medicines.
Clinical trials in Australia require the approval of the research institute that is conducting the
trial, following a review by its HREC before the trial commences. HRECs are responsible for
assessing the scientific validity of the trial design, the balance of risk versus harm of the therapeutic
goods and the overall ethical acceptability of the trial. HRECs are also responsible for overseeing
clinical trials. Clinical trials conducted in Australia must have a trial sponsor that is an Australian
company. It is permissible for a foreign corporation to engage an Australian company to act as the
sponsor of a clinical trial in Australia, often referred to as the Local Sponsor. In this situation, the
foreign corporation does not, itself, need to obtain any licenses or authorizations in respect of the
clinical trial. The Australian trial sponsor is responsible for the initiation, management and
financing (or arranging the financing) for the clinical trial and is legally responsible for the conduct
of the clinical trial, including obtaining the requisite licenses or authorizations. The trial sponsor
does not need to be the manufacturer of the product being trialed. The product manufacturer may
rely on the results of the trial when seeking to have the product registered on the Australian Register
of Therapeutic Goods.
Clinical trials in Australia must follow the ICH GCP Guidelines as annotated by the TGA. The
TGA ’s annotations provide additional guidance regarding compliance with the National Statement,
obtaining informed consent in special cases, responsibility for the conduct of the trial (including
management, data handling and record keeping), the manufacturing, packaging, labelling and
coding of investigational products, and reporting for adverse drug reactions. The approval of a
clinical trial in Australia is conditional upon compliance with the ICH GCP Guidelines as annotated
by the TGA.
Clinical trials in Australia must also comply with the National Statement. The National
Statement sets out the Australian ethical standards against which all research involving humans,
including clinical trials, are reviewed. The approval of a clinical trial in Australia is conditional
upon compliance with the National Statement.
In relation to safety reporting requirements, clinical trials conducted in Australia must follow:
the Note for Guidance on Clinical Safety Data Management: Definitions and Standards for
Expedited Reporting (CPMP/ICH/377/95), as annotated by the TGA; and the National Health and
Medical Research Council (“ NHMRC ”) Guidance: Safety Monitoring and Reporting in Clinical
Trials Involving Therapeutic Goods.
Additionally, per the ICH GCP Guidelines as annotated by the TGA, products used in clinical
trial must comply with the applicable good manufacturing practices (“ GMP”). For investigational
products manufactured in Australia, the relevant manufacturing standards are set out in the
Therapeutic Goods (Manufacturing Principles) Determination 2020 (Cth). Generally, therapeutic
goods (other than blood, blood components, haematopoietic progenitor cells and biologicals that do
not comprise or contain live animal cells, tissues or organs) must be manufactured in accordance
with the Guide to Good Manufacturing Practice of Medicinal Products (PE 009-15, 1 May 2021)
published by PIC/S.
Under both the CTN and CTA schemes, the clinical trial sponsor for a trial involving
medicines or biological products must provide to the TGA information about the proposed dosage
form, route of administration, formulation, dosage, and frequency of administration of the product
(amongst other information), prior to the commencement of the clinical trial. If a change to the
dosage is proposed to be made following the completion of a phase I clinical trial, then that change
must be either notified to the TGA (if the clinical trial falls under the CTN scheme), or approved
by the TGA (if the clinical trial falls under the CTA scheme). The change would also require review
and approval by the HREC overseeing the trial.
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OVERVIEW
Our history began in 2018 when Shanghai Alebund, the initial holding entity of our Group
which is now a subsidiary of the Company, was established. Shanghai Alebund was conceived as
a company dedicated to the development of renal disease therapeutics, initiated and established by
the founders, Dr. Gavin Xia and Dr. Jin Tian, and with LA V USD and Shanghai Liyi as initial
financial investors, each an investor possessing extensive industry experience in biotechnology,
healthcare and related fields.
As co-founders of our Group, Dr. Gavin Xia and Dr. Jin Tian, who became acquainted with
each other through LA V’s network, bring decades of expertise and proven track records in the
pharmaceutical and healthcare investment sectors to our Group. Dr. Gavin Xia joined our Group
initially as a Director representing LA V USD, shortly afterwards he also became our chief executive
officer since November 2018, responsible for providing overall guidance for the business, strategic
development and management of our Group, and Dr. Jin Tian has been our Director and chief
medical officer, responsible for clinical research and development of our Group since its
establishment.
Under the combined leadership of our co-founders, we have been focusing on research and
development, manufacturing and commercialization of our product and product candidates. We are
now a biopharmaceutical company with the broadest drug candidates in terms of renal indication
coverage globally, according to CIC.
For details of Dr Xia’s and Dr. Tian’s biographical background and relevant industry
experience, see “Directors and Senior Management”.
KEY MILESTONES
The following table summarizes the key business development milestones since our inception:
Y ear Milestone
2018 /H1118/H1118/H1118/H1118/H1118Our business was founded in Shanghai through Shanghai Alebund.
We obtained the full China rights from Vidasym, Inc. relating to AP301.
2019 /H1118/H1118/H1118/H1118/H1118We completed the Series A Investment in November.
2020 /H1118/H1118/H1118/H1118/H1118We received IND clearance to conduct a Phase II clinical trial of AP301 from
the NMPA in January.
We completed the Series A+ Investment in December.
2021 /H1118/H1118/H1118/H1118/H1118We took over all global rights in the intellectual property from Vidasym, Inc.
regarding AP301.
We commenced our partnership with Chugai in respect of AP306 in July.
We began the construction of our manufacturing facility.
We completed the Series B Investment in July and the Series B+ Investment
in September.
2022 /H1118/H1118/H1118/H1118/H1118We entered into collaboration with the Peking University First Hospital to
discover, develop and commercialize an IgA protease globally.
We completed the Phase II clinical trial of AP301 in China in April.
We received an IND clearance to conduct a Phase II clinical trial of AP306
from NMPA in December.
We completed the Series Pre-C Investment in December.
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Y ear Milestone
2023 /H1118/H1118/H1118/H1118/H1118We received the IND clearance from the NMPA to conduct a Phase III clinical
trial of AP301 in China in March.
We completed the Phase I first-in-human clinical trial of AP303 in July.
We completed the Phase II clinical trial of AP306 in China in September.
We exercised our option to obtain the global rights in respect of AP306 in
October.
We obtained exclusively promotion right in respect of Mircera
® in Chinese
Mainland. In December, Mircera ® was included in the National
Reimbursement Drug List of China.
2024 /H1118/H1118/H1118/H1118/H1118The FDA granted orphan drug designation for AP303 intended for the
treatment of ADPKD in March.
The NMPA granted Breakthrough Therapy Designation to AP306 for the
treatment of hyperphosphatemia in patients with CKD in June.
We completed the Phase I clinical trial of AP303 in China in August.
The construction of our manufacturing facility was completed.
2025 /H1118/H1118/H1118/H1118/H1118We completed the Phase III clinical trial of AP301 in China in June and
initiated the global Phase III clinical trial of AP301 in July.
We completed the Phase Ib clinical trial of AP303 in China in September.
We completed the Series C Investment in February and the Cross-over
Investment in October.
We entered into the R1 Agreement for the development, manufacturing and
commercialization of AP306 outside Chinese Mainland, Hong Kong, Macau
and Taiwan in December.
OUR PRINCIPAL SUBSIDIARIES
As of the Latest Practicable Date, we had five principal subsidiaries which are all
wholly-owned by our Group. The following table sets forth the detailed information of these
principal subsidiaries as of the Latest Practicable Date:
Name of subsidiary
Place of
incorporation
Date of
incorporation and
commencement of
business
Principal business
activities
Shanghai Alebund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC April 23, 2018 Research and
development
Shanghai Alezyme /H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC January 4, 2022 Research and
development
Alebund Shanghai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC July 25, 2022 Research and
development
Alebund Y angzhou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC May 13, 2024 Manufacturing
Alebund HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Hong Kong January 23, 2019 Overseas business
platform
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CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES
(1) Establishment and historical corporate reorganizations
Our Company was incorporated in the PRC on May 20, 2021 as a limited liability company.
Before incorporation of our Company, our business was operated through the precursor operating
entities of our Group and has undergone a series of strategic development stage and restructurings.
Shanghai Alebund
On April 23, 2018, Shanghai Alebund, previously serving as the holding company of our
Group at initial structuring stage and currently our wholly-owned subsidiary, was incorporated in
the PRC and was initially wholly-owned by Dr. Tian.
Pursuant to a joint venture agreement entered into among parties in May 2018 and a follow-up
agreement in March 2019 (collectively, the “ JV Agreements ”) with respect to the joint formation
and operation arrangements of Shanghai Alebund as a company dedicated to the development of
renal disease therapeutics, (i) LA V Legato Hong Kong Limited (“ LA V Legato”) and Suzhou Lirui
Equity Investment Center (Limited Partnership) (ᛆҳ༟ʕː(Υྫ)) (“ Suzhou
Lirui ”) agreed to purchase RMB133,333 and RMB66,667 registered capital, representing
approximately 33.33% and 16.67% equity interest in Shanghai Alebund, at a consideration of USD2
million and USD1 million, respectively, to financially support the initiation of our business; (ii)
Vidasym, Inc. (“ Vidasym ”), as an IP partner, (a) agreed to transfer the relevant right of the title and
interest in patent applications relating to AP301 in Chinese Mainland, Hong Kong, Macau and
Taiwan, as well as the inventions they describe to us, the details of which were stipulated in the
Assignment and License Agreement (the “ 2018 Vidasym Agreement ”) as a suite of interrelated
agreements with the JV Agreements, and (b) paid the nominal value of RMB150,000, in exchange
of RMB150,000 registered capital, representing 37.5% equity interest in Shanghai Alebund; and
(iii) Licheng (Shanghai) Biotech Partnership (Limited Partnership) (“ Shanghai Licheng ”), an early
stage shareholding platform owned as to 95% by Dr. Tian, held 12.5% equity interest in Shanghai
Alebund. The consideration for the JV Agreements was determined based on the arm’s length
negotiation among the parties taking into consideration primarily AP301’s market potential in
Greater China. Such joint formation process was completed in May 2019. See “— Pre-IPO
Investments” below for further information with respect to the Pre-IPO investments provided by
LA V Legato and Suzhou Lirui.
Since its incorporation, Shanghai Alebund has been under the same management as our Group.
Until the 2019 Reorganization (as defined below) when the offshore holding structure was
established, pursuant to the JV Agreements, the board of directors of Shanghai Alebund served as
the highest authority of Shanghai Alebund, which consisted of Dr. Gavin Xia, Dr. Tian, and Ms.
Wang Y un, who controlled and managed the day-to-day operation of the Company.
Alebund Cayman
To facilitate offshore financing to support our business growth and working capital needs and
in view of our global vision, we underwent a shareholding restructuring to adopt an offshore
red-chip holding structure (“ 2019 Reorganization ”), which was completed in November 2019.
Simultaneously, the Company also completed its Series A Investment (as defined below). Pursuant
to the 2019 Reorganization, Alebund Cayman was incorporated under the laws of the Cayman
Islands on August 21, 2019 and became the new holding company of our Group, and Shanghai
Alebund was acquired by Alebund Cayman and became a subsidiary of Alebund Cayman. Also at
this stage, Aleyuan Inc. and Aleyuan Limited, each being a founder shareholding platform, held
shares directly in Alebund Cayman. After completion of the 2019 Reorganization, Shanghai
Alebund became our principal subsidiary and remained focusing on research and development of
AP301, while also served as the tentative shareholding entity for several onshore investors who
received options or warrants in Alebund Cayman. For details, see “— Pre-IPO Investments” below
for further information.
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As part of the 2019 Reorganization, in November 2019, Vidasym entered into an equity
transfer agreement (the “ 2019 Vidasym Agreement ”) with us, pursuant to which, Vidasym (i)
transferred all equity interests it held in Shanghai Alebund to us and (ii) granted us an exclusive
option to acquire all of Vidasym’s global rights in the intellectual property regarding AP301, in
exchange for a consideration of a lower single-digit millions of U.S. dollars. The consideration was
determined based on our evaluation of the market value of the Greater China rights of AP301 as well
as the post-money valuation of Shanghai Alebund after the May 2018 Investment (as defined
below). The consideration was fully settled on November 29, 2019. Vidasym is a U.S.-based
clinical-stage drug discovery and development company with a focus on CKD complications and
osteoporosis of which Dr. Tian was a historical minority shareholder and clinical study consultant,
and is an Independent Third Party save for its then shareholding in Shanghai Alebund. The Group
exercised the aforementioned exclusive option and entered into an assignment agreement with
Vidasym in June 2021 (the “ 2021 Vidasym Agreement ”). Pursuant to the JV Agreements, the 2018
Vidasym Agreement, the 2019 Vidasym Agreement and the 2021 Vidasym Agreement, collectively,
Vidasym has undertaken, among other things, that it shall not, directly or indirectly, engage in any
development or commercialization activities in the field of phosphate binders globally, and has
further committed to cease exercising any rights, and refrain from any activities that would
challenge or adversely affect the Group’s exclusive exploitation of the assigned phosphate binder
technology and intellectual property. Such non-competition undertakings shall remain in effect
throughout the term of the agreements, which extends until the later of the expiration of the
last-to-expire licensed patent rights or the expiration of any regulatory exclusivity rights globally.
For more details, please refer to “Business — Major Collaboration Arrangements — Collaboration
Arrangement with Vidasym, Inc.” and “Directors and Senior Management” in this Prospectus.
Upon completion of the 2019 Reorganization, Shanghai Alebund was held as to 77.74% by a
wholly-owned subsidiary of Alebund Cayman, 4.24% by Shanghai Licheng, 1.70% by Shanghai
Chunyuan and 16.32% by Suzhou Lirui and Alebund Cayman was held by, on a fully diluted basis,
Aleyuan Inc. as to 12.21%, Aleyuan Limited as to 7.81%, LA V Biosciences as to 47.49%, and
reserves for options held by onshore entities holding registered capital in Shanghai Alebund and
ESOP incentives as to 32.50%. Shanghai Alebund became a wholly-owned subsidiary of Alebund
Cayman after those onshore investors held shares directly in Alebund Cayman in February 2022.
To ensure a consistent management of the company’s affairs by the core management led by
the founders, and to consolidate the founders’ control, certain entities controlled by these
individuals entered into a Concert Party Deed in June 2023, pursuant to which they agreed to act
in concert when exercising their rights as shareholders of Alebund Cayman, which was then the
highest authority of the Group. See “— Concert Party Agreements” below for more details.
The Company
In April 2024, as part of the Company’s capital markets strategy, the offshore red-chip holding
structure of our Group was unwound (the “ 2024 Reorganization ”). During the 2024
Reorganization, the Company acquired the entire equity interest in the then existing subsidiaries of
our Group, and became the holding entity of our Group since then. Alebund Cayman repurchased
shares held by its then existing shareholders, and the shareholding in Alebund Cayman was flipped
down to the level of our Company. Specifically, the shareholders of Alebund Cayman subscribed for
registered capital (including through their onshore associates, where applicable) in the Company,
while Alebund Cayman repurchased their existing shareholdings at a consideration determined
based on their respective original purchase price. The Shareholders’ respective shareholdings in our
Company following the 2024 Reorganization mirrored their shareholding in Alebund Cayman
immediately prior to the 2024 Reorganization. Alebund Cayman was subsequently deregistered in
February 2025.
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Following the 2024 Reorganization, in June 2024, the same group of members entered into an
acting-in-concert agreement to reiterate their commitment to act in concert in matters on the
Shareholders’ meeting of our Company. Also see “— Concert Party Agreements” below for more
details.
Immediately upon the completion of the 2024 Reorganization, the shareholding structure of
our Company was as follows:
Shareholders (1)
Registered capital
in our Company
Ownership
percentage
(USD) (approximation)
Y angzhou Liyue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,501,880 11.93%
AleyuanGX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,327,926 6.33%
AleyuanJT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,433 3.44%
Aleyuan Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118487,552 2.32%
Aleyuan Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118484,319 2.31%
Shanghai Chunyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191,075 0.91%
Pre-IPO Investors (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,259,984 72.76%
Total: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,973,169 100.00%
Notes:
(1) For details of our shareholders, see “— Pre-IPO Investments” and “— Capitalization” below.
(2) The subscription of USD98,488 in the registered capital in the Company as part of the 2024 Reorganization
by Hongtao (as defined below) was completed on May 31, 2025.
(2) Conversion into a joint stock limited company
On September 30, 2025, our then Shareholders resolved to approve the conversion of our
Company from a limited liability company into a joint stock limited company (the “ Conversion ”)
with a registered capital of RMB258,000,000 divided into 258,000,000 Shares with a nominal value
of RMB1.00 each. The Conversion was completed on October 10, 2025.
(3) Pre-IPO Investments
From November 2019 to October 2025, we underwent eight rounds of Pre-IPO Investments
and certain equity transfers among our existing Shareholders. See “— Pre-IPO Investments” below
for further information of shareholding changes in connection with the Pre-IPO Investments.
(4) Equity incentive issuances
Throughout our history, we have issued shares in the holding entities of our Group pursuant
to our pre-IPO equity incentive plans to equity incentive platforms and our co-founders. Please see
“— Equity Incentive Platforms” and “— Capitalization” below for further details. For the
shareholding of our Company as of the Latest Practicable Date, see “— Capitalization” in this
section.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
During the Track Record Period and up to the Latest Practicable Date, we did not conduct any
major acquisitions, disposals or mergers that we consider to be material to us.
CONCERT PARTY AGREEMENTS
On June 30, 2023, Aleyuan Inc., Dr. Gavin Xia, Dr. Tian, Aleyuan Limited, Ms. Wang Y un,
Dr. Shu Chutian and Alebund Limited Partnership (the predecessor of Y angzhou Liyue at Alebund
Cayman level prior to the 2024 Reorganization) and Chunyuan Limited (a limited company and the
offshore affiliated entity of Shanghai Chunyuan that held shares at Alebund Cayman level prior to
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the 2024 Reorganization, in which Dr. Shu Chutian held approximately 29.95% equity interest and
no other shareholders, each being an employee, held 30% or more of equity interest therein),
entered into a concert party deed, pursuant to which they agreed to act in concert with each other
in relation to all matters that required the decision of the shareholders of Alebund Cayman, and if
no unanimous opinion could be reached, the decision made by Dr. Gavin Xia shall prevail and shall
be deemed to be the unanimous decision binding to all concert parties. At this stage, Dr. Shu
Chutian held all of his interest in Alebund Cayman through Chunyuan Limited.
Following the 2024 Reorganization, on June 15, 2024, Aleyuan Inc., Dr. Gavin Xia,
AleyuanGX, Dr. Tian, AleyuanJT, Aleyuan Limited, Y angzhou Liyue, Shanghai Chunyuan (a
limited partnership and the onshore affiliated entity of Chunyuan Limited following the 2024
Reorganization, in which Dr. Shu Chutian served as its general partner and held approximately
29.95% partnership interest and none of the other limited partners held 30% or more of partnership
interest therein), Ms. Wang Y un and Dr. Zhang Huading (each an “ AIC Party ” and together the
“AIC Parties ”) entered into an acting-in-concert agreement (the “ Onshore AIC Agreement ”) to
reiterate their commitment to act in concert, pursuant to which they agreed to act in concert with
each other in relation to all matters at Shareholders’ and/or Board meeting of our Company, and if
no consensus could be reached, the decision made by Dr. Gavin Xia shall prevail and the proposal
should be submitted to the Shareholders’ meeting or the Board of our Company in accordance with
Dr. Gavin Xia’s decision. Dr. Shu Chutian is not a party to the Onshore AIC Agreement in his
personal capacity, as his control over the relevant Shares and participation in acting-in-concert
arrangement is now fully reflected and exercised through a corporate vehicle (i.e., Shanghai
Chunyuan) in his capacity as its general partner.
Therefore, pursuant to the Onshore AIC Agreement, as of the Latest Practicable Date, the AIC
Parties, together with entities controlled by AIC Parties, held approximately 24.50% of our total
issued share capital in aggregate.
SINGLE LARGEST SHAREHOLDERS GROUP
Our Single Largest Shareholders Group comprises (i) the AIC Parties, namely Aleyuan Inc.,
Dr. Gavin Xia, AleyuanGX, Dr. Tian, AleyuanJT, Aleyuan Limited, Shanghai Chunyuan, Y angzhou
Liyue, Ms. Wang Y un, Dr. Zhang Huading, (ii) Shanghai Y uanyue, BCeGFR and Fortuna, each a
controlled entity of Dr. Gavin Xia, and (iii) Dr. Shu Chutian, the general partner of Shanghai
Chunyuan, an AIC Party.
As of the Latest Practicable Date, the Single Largest Shareholders Group held approximately
24.50% of our total issued Share capital in aggregate, comprising approximately 7.46% by
Y angzhou Liyue, approximately 4.19% held by AleyuanGX, approximately 2.42% by Aleyuan JT,
approximately 1.64% by Aleyuan Inc., Approximately 1.63% by Aleyuan Limited, 0.64% by
Shanghai Chunyuan, approximately 5.77% by Shanghai Y uanyue, approximately 0.22% by
BCeGFR, approximately 0.54% by Fortuna, and approximately 0.0001% by each of Dr. Gavin Xia,
Dr. Tian, Ms. Wang Y un and Dr. Zhang Huading directly. Immediately following the completion of
the Global Offering, our Single Largest Shareholders Group will control approximately 20.41% of
our total issued share capital.
PREVIOUS REGISTRATION AND DE-REGISTRATION ON THE JIANGSU EQUITY
EXCHANGE
On December 9, 2024, our Company completed its registration on the specialist and
innovation board (ؐof Jiangsu Equity Exchange (ʕː) under the stock
code of JZ00613. As part of the Company’s capital markets strategy and work plan, we applied for
voluntary de-registration from the Jiangsu Equity Exchange on October 29, 2025 and received its
approval on the same day. The voluntary de-registration took effect on October 29, 2025.
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Our Directors were of the view that the voluntary de-registration from the Jiangsu Equity
Exchange was based on commercial considerations and in line with our development needs and long
term strategic planning in the capital markets. Our Directors have confirmed that, during the period
that our Company was registered on the Jiangsu Equity Exchange, the Company did not conduct any
placing, share transfer, capital increase or capital decrease on the exchange; and it was in
compliance with all applicable laws, regulations and the rules of the exchange in all material
respect. Nothing has come to our attention that should be brought to the attention to the Stock
Exchange or our Shareholders.
The Joint Sponsors are of the view that our Company’s previous registration and subsequent
de-registration on the Jiangsu Equity Exchange do not have a material impact on our Company’s H
Share listing application.
REASONS FOR THE LISTING
Our Company is seeking a listing of its H Shares on the Stock Exchange in order to provide
further capital for the development and expansion of our Company’s business, to strengthen our
Company’s working capital and to further raise our business profile and global presence. For further
details of our future plans, see “Future Plans and Use of Proceeds”.
EQUITY INCENTIVE PLATFORMS
In recognition of the contributions of our employees and to motivate staff, attract and retain
talents, enhance teamwork and drive our Group’s sustained, steady and rapid development, the
holding entities of our Group have adopted certain Pre-IPO equity incentive plans historically. In
August 2025, after the completion of the 2024 Reorganization and the Company becoming the
holding entity of our Group, the Company adopt a Pre-IPO equity incentive plan (the “ Pre-IPO
Equity Incentive Plan ”) to consolidate, streamline and superseded the previously adopted pre-IPO
equity incentive plans and successively established Y angzhou Liyue and Shanghai Y uanyue
(including its limited partners, Shanghai Y uanyuyue, Shanghai Y uantianyue, Shanghai Y uanxuanyue
and Shanghai Y uanhuangyue as sub-platforms under Shanghai Y uanyue) as our Employee Incentive
Platforms to implement the Pre-IPO Equity Incentive Plan. The administration of each Employee
Incentive Platform shall be conducted by their respective general partner. As of the Latest
Practicable Date, Y angzhou Liyue and Shanghai Y uanyue owned approximately 7.46% and 5.77%
of the total issued Shares of our Company, respectively. As the general partner of the Employee
Incentive Platforms, Dr. Xia, through AleyuanGX, a company wholly owned by him, has the full
and absolute capacity and discretion to exercise the voting rights attached to the Shares held by
Y angzhou Liyue and Shanghai Y uanyue.
Y angzhou Liyue is a limited partnership with AleyuanGX serving as its general partner,
holding approximately 42.03% partnership interests. The remaining interests of Y angzhou Liyue
was held by four limited partners, namely (i) Ms. Wang Y un (our executive Director and chief of
staff), holding approximately 32.58% partnership interest; (ii) AleyuanJT (a company wholly-
owned by Dr. Tian), holding approximately 24.42% partnership interest; and (iii) two other
consultants of the Group. The two consultants were engaged by the Group in 2018, with one
providing CMC-related consulting and the other offering strategic regulatory advisory service. Both
are scientists with sophisticated knowledge and decades of relevant experience and are Independent
Third Parties. They were granted equity interest in Y angzhou Liyue to recognize their contributions
to the development of our Group at an early stage. Y angzhou Liyue was also an AIC Party, for
details of which, see “— Concert Party Agreements” above.
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Shanghai Y uanyue is a limited partnership with AleyuanGX serving as its general partner,
holding approximately 5.81% partnership interests. The remaining interests of Shanghai Y uanyue
was held by its limited partners: (i) 38.88%, 28.60%, 19.44% and 7.27% by Shanghai Y uanyuyue,
Shanghai Y uanxuanyue, Shanghai Y uantianyue and Shanghai Y uanhuangyue, respectively, each an
Employee Incentive Platform, and sub-platform under Shanghai Y uanyue and (ii) 0.0006% by Dr.
Zhang Huading, an executive Director and our chief operating officer.
Shanghai Y uanyuyue is a limited partnership with Dr. Zhang Huading serving as its general
partner, holding approximately 46.37% partnership interest. The remaining interest of Shanghai
Y uanyuyue was held by its limited partners: (i) Ms. Liu Y ongli (our finance director) as to 1.50%,
and (ii) 28 other employees of the Group (who are not Directors, senior management or connected
persons of the Company) as to 52.13% in aggregate.
Shanghai Y uanxuanyue is a limited partnership with Dr. Shu Chutian serving as its general
partner, holding approximately 87.43% partnership interest. The remaining interest of Shanghai
Y uanxuanyue was held by 12 other employees of the Group (who are not Directors, senior
management or connected persons of the Company) as its limited partners.
Shanghai Y uantianyue is a limited partnership with AleyuanGX serving as its general partner,
holding approximately 3.02% partnership interest. The remaining interest of Shanghai Y uantianyue
was held by its limited partners: (i) Dr. Shen Xiao (our chief scientific officer) as to 62.80%, (ii)
Dr. Zhang Huading (our executive Director and chief operating officer) as to 29.90%, and (iii) 2
other employees of the Group as to 4.28% (who are not Directors, senior management or connected
persons of the Company).
Shanghai Y uanhuangyue is a limited partnership with Mr. Feng Jun, our head of
commercialization, serving as its general partner, holding 96.00% partnership interest. The
remaining interest of Shanghai Y uanhuangyue was held by five other employees of the Group (who
are not Directors, senior management or connected persons of the Company) as its limited partners.
As of the Latest Practicable Date, all awards under the Pre-IPO Equity Incentive Plan had
been granted and no further award under the Pre-IPO Equity Incentive Plan will be granted after the
Listing. For details of the Pre-IPO Equity Incentive Plan, see “Statutory and General Information
— Pre-IPO Equity Incentive Plan” in the Appendix V to this Prospectus.
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PRE-IPO INVESTMENTS
Overview
We underwent the following rounds of Pre-IPO investments (1), details of which are set forth below.
Round Form of investment Date of agreement
Date of settlement
of consideration
(last payment) Shares involved Consideration
Post-money
valuation (2)
Cost per
Share (2)
Discount
to the Offer
Price (3)
(approximation) (approximation) (approximation) (approximation)
May 2018 Investment (4) /H1118/H1118/H1118/H1118Subscription of
equity interest
in Shanghai
Alebund
March 1, 2019 May 16, 2019 RMB200,000
registered capital
in Shanghai
Alebund
USD3 million USD6 million USD0.32 88.91%
Series A
Investment
(5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subscription of
shares/option
in Alebund
Cayman
November 18,
2019
November 30,
2019
1,155,555 series A
preferred shares
in Alebund
Cayman
USD8.67 million USD12.2 million USD0.32 88.91%
Series A+ Investment
(6) /H1118/H1118/H1118/H1118Subscription of
shares/option
in Alebund
Cayman
November 16,
2020
March 18, 2021 1,328,526 series A+
preferred shares
in Alebund
Cayman
USD20.47 million USD52.7 million USD0.66 77.12%
Series B
Investment
(7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subscription of
shares/option
in Alebund
Cayman
April 15, 2021 July 7, 2021 2,052,533 series B
preferred shares
in Alebund
Cayman
USD60 million USD179.3 million USD1.25 56.66%
Series B+
Investment
(8)(9) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subscription of
shares/warrants
in Alebund
Cayman
August 18, 2021,
September 3,
2021,
November 21,
2021
November 22,
2021
1,453,220 series B+
preferred shares
in Alebund
Cayman
USD54 million USD235.9 million USD1.60 44.53%
Series Pre-C
Investment
(10)(11) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subscription of
shares/warrants
in Alebund
Cayman
December 19,
2022,
December 30,
2022
June 20, 2023 260,727 series pre-C
preferred shares
in Alebund
Cayman
USD9.9 million USD250.1 million USD1.62 43.84%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 141 ---
Round Form of investment Date of agreement
Date of settlement
of consideration
(last payment) Shares involved Consideration
Post-money
valuation (2)
Cost per
Share (2)
Discount
to the Offer
Price (3)
(approximation) (approximation) (approximation) (approximation)
Subscription of
registered
share capital in
the Company
December 19,
2022,
March 30,
2023,
March 31,
2023
July 10, 2023 USD614,563
registered capital
in our Company
RMB70 million USD355.0 million RMB11.99 38.97%
Series C Investment
(12) /H1118/H1118/H1118/H1118/H1118Equity transfer
from existing
shareholder
December 27,
2024
March 11, 2025 USD1,698,754
registered capital
in our Company
RMB117.5 million N/A N/A N/A
Subscription of
registered
share capital
December 27,
2024
February 21,
2025
USD3,751,716
registered capital
in our Company
RMB432.5
million
RMB3,130.8
million
RMB12.13 38.25%
Cross-over Investment
(13) /H1118/H1118/H1118Subscription of
registered
share capital
October 23, 2025 October 29,
2025
25,096,831 Shares RMB335.0
million
RMB3,778.8
million
RMB13.35 32.04%
Equity transfer
from existing
shareholder
October 24, 2025 October 30,
2025
8,035,658 Shares RMB98.4 million N/A N/A N/A
Lock-up period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pursuant to PRC Company Law, Shares issued by our Company prior to the Global Offering (including those held by the Pre-IPO Investors) will be
subject to a lock-up period of 12 months from the Listing Date.
Use of proceeds from the
Pre-IPO Investments /H1118/H1118/H1118/H1118
We utilized the proceeds from the Pre-IPO Investments for the principal business of our Group, including but not limited to research and development
of our products, the growth and expansion of our business and general working capital purposes. As of the Latest Practicable Date, we have utilized
approximately 80.74% of the proceeds from the Pre-IPO Investments.
Strategic benefits to our
Group brought by the
Pre-IPO Investors /H1118/H1118/H1118/H1118/H1118/H1118
At the time of the Pre-IPO Investment, we believed that our Group could benefit from the additional funds raised from the Pre-IPO Investments as
well as their knowledge and experience.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 142 ---
Notes:
(1) For the details on the Pre-IPO Investors, see “— Information about our Pre-IPO Investors” below.
(2) The post-money valuation of the Company equals the total consideration paid by the Pre-IPO Investors in each round
of the Pre-IPO Investments divided by their respective shareholding percentage immediately following their
investment.
The cost per Share is calculated based on the amount of investment made by the relevant Pre-IPO Investors and the
number of Shares held by them immediately before the completion of the Global Offering, which was adjusted to
reflect the subsequent capital reorganization in the 2024 Reorganization as applicable.
(3) The discount to the Offer Price is calculated based on the Offer Price of HK$22.60 per H Share.
(4) Pursuant to the relevant share subscription agreement, LA V Legato and Suzhou Lirui invested in Shanghai Alebund
for consideration as set out in the table below (the “ May 2018 Investment ”). During the 2019 Reorganization, LA V
Legato transferred the equity interests it held in Shanghai Alebund at its original subscription price to a wholly-owned
subsidiary of Alebund Cayman, and its associate LA V Biosciences participated in the Series A Investment (as defined
below) with the same price.
May 2018 Investors
Number of registered
capital in Shanghai
Alebund Consideration
(RMB) (USD)
LA V Legato /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,333 2,000,000
Suzhou Lirui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,667 1,000,000
(5) Pursuant to the relevant transaction agreements, (i) LA V Biosciences Fund IV , L.P . (“ LA V Biosciences ”) subscribed
for certain series A preferred shares of Alebund Cayman, and (ii) Suzhou Lirui subscribed for certain registered
capital in Shanghai Alebund and obtained an option to convert the said equity stake in Alebund Cayman as set out
in the table below (the “ Series A Investment ”). As the holder of the said option, Suzhou Lirui was subject to the same
shareholders’ rights and obligations as other shareholders of Alebund Cayman as if its option has been exercised.
Series A Investors
Number of series A
preferred shares in
Alebund Cayman
(assuming its option is
exercised) Consideration
(USD)
LA V Biosciences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118770,370 5,777,778
Suzhou Lirui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118385,185 2,888,889
(6) Pursuant to the relevant transaction agreements, relevant Pre-IPO Investors (the “ Series A+ Investors ”) either (i)
subscribed for certain series A+ preferred shares of Alebund Cayman, or (ii) purchased certain registered capital in
Shanghai Alebund for a total consideration of the RMB equivalent of the USD amount set out in the table below and
obtained an option (the “ Series A+ Option ”) to convert the said equity stake in Shanghai Alebund into such number
of series A+ preferred shares in Alebund Cayman as set out in the table below (the “ Series A+ Investment ”). As the
holder of the said option, each investor listed in (ii) was subject to the same shareholders’ rights and obligations as
other shareholders of Alebund Cayman as if its option has been exercised.
Series A+ Investors
Number of series A+
preferred shares in
Alebund Cayman
(assuming its option
is exercised) Consideration
(USD)
LA V Biosciences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118194,667 3,000,000
Fortuna /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,889 1,000,000
Thoth Investment Holdings Limited (“ Thoth ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,889 1,000,000
Ausvic Capital Limited (इ༟͉(ಥ)ʮ̡)( “ Ausvic ”)/H1118/H1118 64,889 1,000,000
Suzhou Huagai Yizhen Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ))
(“Suzhou Huagai ”)* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118454,222 7,000,000
Suzhou Lirui* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,637 1,473,861
Dezhou Liangyi Mifang Health V enture Capital Partnership
(Limited Partnership) ( ᅃψՇᄃነ˙ੰ਄௴ุҳ༟ΥྫΆุ(Ϟ
Υྫ)) (“ Dezhou Liangyi ”)* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118269,787 4,157,674
Suzhou Luanbu Nuojin Investment Center (Limited Partnership)
(ᘽψ㐟̺ፕᆩҳ༟ʕː(Υྫ)) (“ Suzhou Luanbu ”)* /H1118/H1118/H1118/H1118 62,164 958,010
Xiamen Qianshan Qiyong Investment Partnership (Limited
Partnership) (ɷӄ઼͑ҳ༟ΥྫΆุ(Υྫ)) (“ Xiamen
Qianshan ”)* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,382 884,317
* obtained the Series A+ Options
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 143 ---
(7) Pursuant to the relevant of transaction agreements, relevant Pre-IPO Investors (the “ Series B Investors ”) either (i)
subscribed for certain series B preferred shares in Alebund Cayman, or (ii) purchased certain registered capital in
Shanghai Alebund for a total consideration of the RMB equivalent of the USD amount set out in the table below and
obtained an option (the “ Series B Option ”) to convert the said equity stake in Shanghai Alebund into such number
of series B preferred shares in Alebund Cayman as set out in the table below (the “ Series B Investment ”). As the
holder of the said option, each investor obtained the option was subject to the same shareholders’ rights and
obligations as other shareholders of Alebund Cayman as if its option has been exercised.
Series B Investors
Number of series B
preferred shares in
Alebund Cayman
(assuming its option
is exercised) Consideration
(USD)
Quan V enture Fund II, L.P . (“ QuanVenture ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118684,178 20,000,000
Owap Investment Pte Ltd (“ Owap ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118513,133 15,000,000
LA V Biosciences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,549 2,150,000
LA V Fund VI, L.P . (“ LA V Fund VI ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118171,045 5,000,000
Sherpa Healthcare Fund I, L.P . (“ Sherpa Fund I ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,523 2,500,000
Sherpa Healthcare Co-Investment Fund, L.P . (“ Sherpa
Healthcare ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,522 2,500,000
Beijing Y uanqing Bencao Equity Investment Center, L.P . ( ̏ԯʩ
ᛆҳ༟ʕː(Υྫ)) (“ 3E Bio ”)* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118256,566 7,500,000
Suzhou Lirui* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,495 2,850,000
Dezhou Liangyi* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,522 2,500,000
* obtained the Series B Options
(8) Pursuant to the relevant transaction agreements, relevant Pre-IPO Investors (the “ Series B+ Investors ”) either (i)
subscribed for certain series B+ preferred shares of Alebund Cayman, or (ii) provided Shanghai Alebund with certain
convertible loan with a principal of the RMB equivalent of the USD and purchased a warrant to subscribe for such
number of series B+ preferred shares in Alebund Cayman (the “ Series B+ Warrant ”) as set out in the table below
for a consideration equivalent to its principal loan amount (the “ Series B+ Investment ”). As the holder of the said
warrant, each investor listed in (ii) was subject to the same shareholders’ rights and obligations as other shareholders
of Alebund Cayman as if its warrant has been exercised.
Series B+ Investors
Number of series B+
preferred shares in
Alebund Cayman
(assuming its warrant is
exercised) Consideration
(USD or USD equivalent)
Victory Eagle Group Limited (“ 3H”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239,982 9,000,000
Loyal V alley Capital Advantage Fund III LP
(“Loyal Valley Fund III ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239,982 9,000,000
Morningside V enture (I) Investments Limited (“ Morningside ”) /H1118/H1118 186,653 7,000,000
Y uanBio V enture Capital II L.P . (“ YuanBio ”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,323 5,000,000
Octagon Investments Master Fund LP (“ Octagon Master ”) /H1118/H1118/H1118/H1118 33,330 1,250,000
Octagon Coinvest Opportunities Fund LP (“ Octagon
Opportunities ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,330 1,250,000
V erition Multi-Strategy Master Fund Ltd. (“ Verition ”) /H1118/H1118/H1118/H1118/H1118/H1118/H111866,661 2,500,000
Hongtao Investment-I Ltd. (“ Hongtao ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,997 1,500,000
Quan V enture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,659 4,000,000
Owap /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,661 2,500,000
BCeGFR Limited (“ BCeGFR ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,664 1,000,000
Sherpa Fund I /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,664 1,000,000
Suzhou Lirun* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118207,218 7,771,236
Tianjin Huagai Hongming Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)) (“ HG
Tianjin ”)* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,764 1,228,764
* obtained the Series B+ Warrant
(9) Pursuant to the relevant transaction agreements, the investors in Series A Investment, Series A+ Investment, Series
B Investment and Series B+ Investment who held options and warrants were issued their corresponding preferred
shares in Alebund Cayman. The respect options, warrants and loans were cancelled accordingly.
(10) Pursuant to the relevant transaction agreements relevant series Pre-C Investors (the “ Series Pre-C Investors ”) either
(i) subscribed for certain series pre-C preferred shares of Alebund Cayman or (ii) provided Shanghai Alebund with
certain convertible loan with a principal of the RMB equivalent of the USD and purchased a warrant to subscribe for
such number of series pre-C preferred shares in Alebund Cayman (the “ Series Pre-C Warrant ”) as set out in the table
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 144 ---
below for a consideration equivalent to its principal loan amount (the “ Series Pre-C Offshore Investment ”). As the
holder of the said warrant, Citrus was subject to the same shareholders’ rights and obligations as other shareholders
of Alebund Cayman as if its warrant has been exercised.
Series Pre-C Investors
Number of series Pre-C preferred
shares in Alebund Cayman (assuming
its warrant is exercised) Consideration
(USD)
Owap /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,495 3,000,000
LA V Fund VI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,662 2,000,000
Quan V enture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,415 500,000
3H /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,831 1,000,000
Octagon Master /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,207 250,000
Octagon Opportunities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,207 250,000
Citrus Limited (“ Citrus ”)* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,831 1,000,000
V erition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,079 2,500,000
* obtained the Series Pre-C Warrant
(11) Pursuant to the relevant terms in such restructuring agreement, Y angzhou Dingyi Start-up Investment Partnership
(Limited Partnership) ( ౮ψཻᆇ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Y angzhou Dingyi ”), Y angzhou Longtou Chuanghai
I Industry Fund Partnership (Limited Partnership) (ΥྫΆุ(Υྫ)) (“ Y angzhou
Longtou ”) and Y angzhou Guojin Emerging Industry Investment Fund (Limited Partnership) (อጳପุҳ
ΥྫΆุ(Υྫ)) (“ Guojin Xinxing ”) subscribed for USD263,384, USD87,795 and USD263,384
registered capital of our Company at a consideration of RMB30 million, RMB10 million and RMB30 million,
respectively (the “ Series Pre-C Onshore Investment ”), together with Series Pre-C Offshore Investment, the “ Series
Pre-C Investment ”).
(12) Pursuant to the relevant share subscription and capital increase agreement, Guangxi Tencent, Y angzhou Guojin Libang
V enture Capital Fund (Limited Partnership) (ږ(Υྫ)) (“ Y angzhou Guojin Libang ”),
Beijing New Dynamic II Equity Investment Fund (Limited Partnership) (ږ(Υྫ))
(“Beijing New Dynamic II ”) subscribed for USD867,449, USD2,602,346 and USD281,921 registered capital of our
Company at a consideration of RMB100 million, RMB300 million and RMB32.5 million, respectively. (the “ Series
C Share Subscription ”).
On the same day, a series of equity transfer agreements were entered into by, among others, certain of our then
Shareholders, the details of which are listed below (the “ Series C Equity Transfers ”, together with the Series C Share
Subscription, the “ Series C Investment ”):
Name of the transferor Name of the transferee
Number of registered
capital in our Company Consideration
(USD) (RMB)
Y angzhou Liyue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Guangxi Tencent 278,280 19,248,168
LA V Delta Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Guangxi Tencent 402,399 27,833,274
Suzhou Lirui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Guangxi Tencent 327,703 22,666,675
Thoth /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Guangxi Tencent 159,782 11,051,857
Cliff Investment Pte. Ltd. /H1118/H1118/H1118/H1118/H1118Guangxi Tencent 277,584 19,200,027
LA V Delta Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beijing New Dynamic II 253,006 17,500,000
(13) Pursuant to the relevant share subscription agreement, the relevant Pre-IPO Investors subscribed for certain number
of Shares in our Company at such consideration as set out in the table below (the “ Cross-over Share Subscription ”).
Pre-IPO Investors participating the Cross-over Share Subscription
Number of Shares
in the Company Consideration
(RMB or RMB equivalent)
Guangxi Tencent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,989,909 120,000,000
Perfect Ten Holding Limited (“ Perfect Ten ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,247,477 30,000,000
LA V Efficacy Limited (“ LA V Efficacy ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374,580 5,000,000
Suzhou Lirun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374,580 5,000,000
Phoenix Aurora Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,498,318 20,000,000
Loyal V alley Fund III /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,993,273 80,000,000
Hainan Renze Zhenji V enture Investment Fund Partnership
Enterprise (Limited Partnership) (Υ
ྫΆุ(Υྫ)) (“ TruMed ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118749,159 10,000,000
Octagon Opportunities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,622,057 35,000,000
Emerging Markets Healthcare Partners LLC (“ Exome ”) /H1118/H1118/H1118/H1118/H1118/H11181,123,739 15,000,000
SymBiosis II, LLC (“ SymBiosis ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,123,739 15,000,000
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Pursuant to the relevant equity transfer agreement, certain Shareholders transferred the Shares it held in our Company,
the details of which are listed below (the “ Cross-over Equity Transfers ”, together with the Cross-over Share
Subscription, the “ Cross-over Investment ”):
Name of the transferor Name of the transferee
Number of Shares in
our Company Consideration
(RMB)
AleyuanGX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Loyal V alley Fund III 749,159 10,000,000
Shanghai Liyizhen Management
Consulting Partnership Enterprise
(Limited Partnership) ( ɪऎᓿɓጲ၍
ଣፔ༔ΥྫΆุ(Υྫ))
(“Shanghai Liyizhen ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Shanghai Jishi Lemei Private
Equity Investment Fund
Partnership (Limited
Partnership) (ߕ
ΥྫΆุ(ࠢ
Υྫ)) (“ Shanghai Jishi
Lemei ”)
2,884,284 35,000,000
Shanghai Liyizhen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Shanghai Tanying Investment
Partnership Enterprise
(Limited Partnership) ( ɪऎ
ҳ༟ΥྫΆุ(Υ
ྫ)) (“ Shanghai Tanying ”)
2,884,284 35,000,000
Ausvic /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Loyal Earn Hong Kong
Limited (“ Loyal Earn ”)
1,517,931 18,417,562
(14) The Company’s valuation at each round of Pre-IPO Investments was determined at arm’s length negotiations with
reference to, among others (i) the background of the relevant Pre-IPO Investors; (ii) the prospect, development and
the milestone achieved for various products at the material time; and (iii) the then market conditions at each round
of Pre-IPO Investments.
The increase in the Company’s post-money valuation from the Series A Investment to the Series A+ Investment was
mainly due to the IND clearance from NMPA and initiation of the Phase II clinical trial for our Core Product, AP301,
in China.
The increase in the Company’s post-money valuation from the Series A+ Investment to the Series B Investment was
mainly due to the successful advancement of the AP301 Phase II clinical trial, which demonstrated our Company’s
strong execution capabilities and continued to lower the risk profile of the Company’s lead assets.
The increase in the Company’s post-money valuation from the Series B Investment to the Series B+ Investment was
mainly due to the collaboration on AP306 from Chugai, which enriched our pipeline.
The increase in the Company’s post-money valuation from the Series B+ Investment to the Series Pre-C Investment
was mainly due to significant pipeline advancements, including the successful completion of the Phase II trial and
the Phase III IND clearance in China for AP301, as well as the initiation of clinical trials for AP306 and AP303.
The increase in the Company’s post-money valuation from the Series Pre-C Investment to the Series C Investment
was mainly due to the transition of our Company to a commercialization-stage company through the Mircera
®
partnership with Roche as well as our other key regulatory milestones, such as the Breakthrough Therapy Designation
(BTD) for AP306 from NMPA, the Orphan Drug Designation (ODD) for AP303 from the FDA, and the IND clearance
from the FDA for the global Phase III trial of AP301.
The increase in the Company’s post-money valuation from the Series C Investment to the Cross-over Investment was
mainly due to our Core Product, AP301, successfully meeting its primary endpoint in the pivotal Phase III clinical
trial in China for treating hyperphosphatemia in dialysis patients, significantly de-risking the asset ahead of its
planned NDA submission.
The increase in the valuation of our Company from the Cross-over Investment, of which the investors of the
Cross-over Investments negotiated the valuation of the commercial terms before July 2025 while reached final
consensus on the investment terms in October 2025, was primarily due to (i) the business growth of our Company,
in particular, the initiation of global phase III clinical trial of AP301, the completion of Phase Ib study in DKD
patients in China for AP303, (ii) the prospects and potentials of our business and products, and (iii) the premium
attached to the Shares of the Company as they become freely tradeable upon Listing.
Special Rights of the Pre-IPO Investors
The Pre-IPO investors were granted certain special rights including but not limited to general
redemption rights, special redemption rights, pre-emptive right, co-sale right, drag-along right,
information rights and liquidation preferences. Pursuant to (i) a supplemental agreement to the then
effective shareholders’ agreement dated September 26, 2025, and (ii) a new shareholders’ agreement
and relevant supplemental agreements dated October 24, 2025 in connection with the Cross-over
Investment,
(i) the general redemption rights granted to the Shareholders which were redeemable by the
Company have been irrevocably terminated on September 26, 2025;
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(ii) the special redemption rights, which are in essence the proceeds distribution rights in the
events of material assets realization, were terminated on the date immediately preceding
the date on which Company files its first listing application to the Stock Exchange, but
will automatically be reinstated upon the occurrence of any of the following: the
Company withdrawing its listing application, the rejection, return, termination or expiry
of the Company’s listing application, the listing not being completed within the
prescribed time period in any applicable regulatory approval (if any), or the listing not
being completed within 24 months of the said agreement. Given that the events
triggering the Special Redemption Rights are within the Company’s control and do not
impose a contractual obligation on the Company, the Company is not obligated to
repurchase its own equity instruments by delivering cash or other financial assets; and
(iii) all other shareholders’ special rights will automatically terminated upon Listing in
compliance with the guidance in Chapter 4.2 of the Guide for New Listing Applicants.
PRC Legal Adviser’s Confirmation
As advised by our PRC Legal Adviser, our Company has obtained all necessary approvals
from competent PRC authorities or made all necessary registration or filings with the relevant local
branch of SAMR in respect of the Pre-IPO Investments in material aspects set out above.
Compliance with the Pre-IPO Investment Guidance
On the basis that (i) the Listing Date, being the first day of trading of the Shares on the Stock
Exchange, will take place no earlier than 120 clear days after completion of the Pre-IPO
Investments, and (ii) all special rights granted to the Pre-IPO Investors as set out above have been
or will be terminated upon Listing, the Joint Sponsors confirm that the Pre-IPO Investments are in
compliance with the guidance in Chapter 4.2 of the Guide for New Listing Applicants.
Information about our Pre-IPO Investors
Among our Pre-IPO Investors, Loyal V alley Capital (as defined and described below) is our
Sophisticated Investor, which had made meaningful investment in our Company and will hold
5.3331% of our issued share capital upon the completion of the Global Offering (assuming the
Over-allotment Option is not exercised). Save as disclosed below, each of our Pre-IPO Investors,
their respective general partners, limited partners or shareholders, and their respective ultimate
beneficial owner or controller (where applicable) is an Independent Third Party. Set out below are
details of our Pre-IPO Investors in our Company as of the Latest Practicable Date.
Sophisticated Investor
Loyal V alley Capital
Shanghai Tanying Investment Partnership Enterprise (Limited Partnership) (ҳ༟Υ
ྫΆุ(Υྫ)) (“ Shanghai Tanying ”) is a limited partnership established in the PRC on
November 26, 2015 and is controlled and managed by its general partner, Shanghai Zhengxingu
Investment Management Co., Ltd. (ʮ̡)( “ Shanghai Loyal Valley ”)
which is in turn controlled by Mr. Lin Lijun (ࠏ“() Mr. Lin ”), the founder of Loyal V alley
Capital. The sole limited partner of Shanghai Tanying is Shanghai Lejin Investment Partnership
(Limited Partnership) ( ɪऎᆀආҳ༟ΥྫΆุ(Υྫ)) (“ Shanghai Lejin ”), which holds
approximately 99.99% of its partnership interest and is also controlled by Shanghai Loyal V alley
as its general partner. None of the limited partners of Shanghai Lejin holds 30% or more of its
partnership interest.
Loyal V alley Capital Advantage Fund III LP (“ Loyal Valley Fund III ”) is a private equity
fund established on June 4, 2020 and the general partner of which is Loyal V alley Capital Advantage
Fund III Limited, which is ultimately controlled by Mr. Lin. None of the limited partners of Loyal
V alley Fund III holds 30% or more of its partnership interest.
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Shanghai Jishi Lemei Private Equity Investment Fund Partnership (Limited Partnership) ( ɪ
ΥྫΆุ(Υྫ)) (“ Shanghai Jishi Lemei ”) is a limited partnership
established in the PRC. The general partner of Shanghai Jishi Lemei is also Shanghai Loyal V alley.
None of the limited partners of Shanghai Jishi Lemei hold 30% or more of the partnership interest
therein.
Loyal V alley Capital is a thematic, research-driven private equity management firm focused
on deep fundamental research and unlocking value through post-investment value-creation. It has
been engaged in investment in the field of biotech and healthcare since its establishment in 2015.
Loyal V alley Capital manages capital on behalf of a geographically diversified group of long-term
institutional investors, including sovereign wealth funds, private banks, family offices, and fund of
funds managers, from across the Americas, Europe, and Asia. The assets under management of
Loyal V alley Capital were approximately RMB50 billion. Loyal V alley Capital has invested in
several healthcare companies such as Shanghai Junshi Biosciences Co., Ltd. (߅
ʮ̡) (stock code: 1877.HK; 688180.SH), Shanghai Henlius Biotech, Inc. ( ɪऎూ҃ဏ
ʮ ̡ ) (stock code: 2696.HK), InnoCare Pharma Limited (ࠢ
ʮ̡) (stock code: 9969.HK) and CARsgen Therapeutics Holdings Limited (ʮ
̡) (stock code: 2171.HK).
Other Investors
Tencent
Guangxi Tencent V enture Capital Co., Ltd. (ʮ̡)( “ Guangxi
Tencent ”) is a limited company established under the laws of the PRC, It is directly held as to 100%
by Shenzhen Tencent Ruijian Investment Co., Ltd. (ʮ̡), which is a
subsidiary of Tencent Holdings Limited (stock code: 0700.HK (HKD counter) and 80700.HK (RMB
counter)) (“ Tencent ”). Perfect Ten Holding Limited (“ Perfect Ten ”) is an exempted limited
company incorporated under the laws of the Cayman Islands, which is controlled by Tencent.
Tencent is a leading provider of Internet value added services in the PRC. Upon completion of the
Global Offering, Perfect Ten and Huang River Investment Limited (“Huang River”), both being
entities controlled by Tencent, will be allotted Offer Shares as a cornerstone investors. Therefore,
as Tencent will be entitled to control more than 10% of the equity interests in our Company, it will
become our substantial shareholder and each of Tencent, Guangxi Tencent, Perfect Ten and Huang
River will become connected persons of our Company.
Guojin
Y angzhou Guojin Libang V enture Capital Fund (Limited Partnership) (ᓿԞ௴ุҳ༟
ږ(Υྫ)) (“ Y angzhou Guojin Libang ”) is a limited partnership registered under the laws
of the PRC. Its general partner is Y angzhou V enture Capital Co., Ltd. (ʮ̡)
(“Y angzhou VC”). Y angzho VC is wholly owned by Y angzhou Modern Financial Investment Group
Co., Ltd. (ப΂ʮ̡), which is wholly owned by Y angzhou Guojin
Investment Group Co., Ltd. (ʮ̡)( “ Guojin Group ”). Y angzhou Guojin
Investment Group Co., Ltd. is held by Y angzhou Municipal Finance Bureau (҅)a st o
70.78%. Except for Y angzhou Biopharmaceuticals Industry Investment Fund (Limited Partnership)
(ږ(Υྫ)), a limited partnership with Y angzhou VC being its
general partner and no limited partners holding 30% or more partnership interest therein, and
Y angzhou Longtou Xingzhi I (as defined below), holding approximately 63.30% and 30.00%
partnership interests, respectively, none of the other limited partners of Y angzhou Guojin Libang
holds 30% or more partnership interest therein. Y angzhou Guojin Libang is a fund for investing
specifically in the Company.
Y angzhou Guojin Emerging Industry Investment Fund (Limited Partnership) (อጳ
ΥྫΆุ(Υྫ)) (“ Guojin Xinxing ”) is a limited partnership registered under
the laws of the PRC. Its general partner is Y angzhou VC. In Guojin Xinxing, no single limited
partner holds 30% or more partnership interest. Guojin Xinxing is a fund focused on investing in
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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projects within national strategic emerging sectors such as new materials, new energy vehicles,
high-end equipment manufacturing, next-generation information technology, and energy
conservation and environmental protection. Guojin Xinxing is an Independent Third Party.
Guojin Group was established in November 2022 by the Y angzhou Government to manage
government funds and invest in financial institutions on its behalf and leverage additional capital
to support the high quality economic and social development of Y angzhou City. The Group has an
integrated business scope including, among others, financial industry investment, quasi-financial
industry investment, fund investment and management, industrial investment, capital market
intermediary services, and property rights trading services.
LAV USD
Each of LA V Delta Limited, LA V Orchid Limited and LA V Efficacy Limited (together with
LA V Delta Limited and LA V Orchid Limited, “ LA V USD”) is a limited company incorporated under
the laws of the British Virgin Islands.
LA V Delta Limited is wholly owned by LA V Biosciences Fund IV , L.P . (“ LA V IV”). The
general partner of LA V IV is LA V GP IV , L.P . which holds 100% of the voting rights, whose general
partner is LA V Corporate IV GP which holds 100% of the voting rights, Ltd., a Cayman exempted
company wholly owned by Dr. Yi SHI (“ Dr. Shi ”), an Independent Third Party.
LA V Orchid Limited is wholly owned by LA V Fund VI, L.P . (“ LA V VI”). The general partner
of LA V VI is LA V GP VI, L.P . which holds 100% of the voting rights, whose general partner is LA V
Corporate VI GP , Ltd. which holds 100% of the voting rights, a Cayman exempted company wholly
owned by Dr. Shi.
LA V Efficacy Limited is wholly owned by LA V Fund VI Opportunities, L.P . (“ LA V VI
Opportunities ”). The general partner of LA V VI Opportunities is LA V GP VI Opportunities which
holds 100% of the voting rights, L.P ., whose general partner is LA V Corporate VI GP Opportunities,
Ltd. which holds 100% of the voting rights, a Cayman exempted company wholly owned by Dr. Shi.
LA V USD are within a group of offshore investment vehicles, the investments of which are
denominated in U.S. dollar, controlled by Dr. Shi (“ LA V USD Group ”). LA V USD Group has over
15 years of industry experience in biotechnology, healthcare and related fields. As of the Latest
Practicable Date, LA V USD Group had assets under management of approximately US$4.9 billion
and invested in over one hundred portfolios covering all major sectors of the biomedical and
healthcare industry including biopharmaceuticals, medical devices, diagnostics and healthcare
services, examples including ArriV ent BioPharma, Inc. (stock code: A VBP .Nasdaq), Abbisko
Cayman Limited (stock code: 2256.HK) and Jacobio Pharmaceuticals Group Co., Ltd. (stock code:
1167.HK). Dr. Lu An, a non-executive Director, also serves as a vice president of LA V .
Shanghai Liyi
Each of Suzhou Lirui Equity Investment Center (Limited Partnership) (ᛆҳ༟ʕ
ː(Υྫ)) and Suzhou Lirun Equity Investment Center (Limited Partnership) (ᛆҳ
༟ʕː(Υྫ)) (“ Suzhou Lirun ”) is a limited partnership established in the PRC.
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The general partner of Suzhou Lirui is Shanghai Liyi Investment Management Partnership
(LP) ( ɪऎᓿ൪ҳ༟၍ଣΥྫΆุ(Υྫ)) (“ Liyi Investment ”). The general partner of Liyi
Investment is Shanghai Liyao Investment Management Co., Ltd. (ʮ̡)
(“Shanghai Liyao ”), which is in turn wholly owned by Dr. Chen Fei (࠭an Independent Third
Party. Liyi Investment is held as to 49% and 50% by Dr. Chen Fei and Zeng Zerong, respectively.
No limited partner of Suzhou Lirui holds over 30% interest in Suzhou Lirui.
The general partner of Suzhou Lirun is Shanghai Likun Enterprise Management Partnership
(LP) ( ɪऎᓿ䃑Άุ၍ଣΥྫΆุ(Υྫ)) (“ Shanghai Likun ”). The general partner of
Shanghai Likun is Shanghai Liyao, which is in turn wholly owned by Dr. Chen Fei. Shanghai Likun
is held as to 49% and 50% by Dr. Chen Fei and Zeng Zerong, respectively. No limited partner of
Suzhou Lirun holds over 30% interest in Suzhou Lirun.
As of the Latest Practicable Date, Liyi Investment, Shanghai Likun, and their respective
affiliates, all controlled by Dr. Chen Fei (together, “ Liyi Investment Group ”), had assets under
management of approximately US$1.9 billion. Liyi Investment Group dedicated its investments
since 2014 primarily to healthcare and biotech companies including Duality Biotherapeutics, Inc.
(stock code: 9606.HK), and Terns Pharmaceuticals, Inc. (stock code: TERN.Nasdaq).
Quan Capital
QC Six Limited is a limited company incorporated under the laws of Hong Kong. It is wholly
owned by Quan V enture Fund II, L.P . The general partner of Quan V enture Fund II, L.P . comprises
Ying Du, Marietta Wu and Stella Xu, each holding less than 5% partnership interest therein. None
of its limited partners holds 30% or more partnership interest therein. QC Six Limited principally
engages in equity investment. Mariette Wu is a former director of the Company within 12 months
before the Listing Date, therefore Marietta Wu, QC Six Limited and Quan V enture Fund II, L.P . are
connected persons of our Company as of the Listing Date.
Quan Capital is a life sciences venture capital firm with strong China expertise and global
capabilities. The firm discovers, incubates and grows next-generation life science companies in
early and growth stage, worldwide. Quan’s portfolio companies pioneer differentiated therapies and
enabling technologies to address major human diseases with high unmet medical needs, including
Arcellx, Inc. (stock code: ACLX.NASDAQ), Design Therapeutics, Inc. (stock code:
DSGN.NASDAQ), Zenas Bio, Inc. (stock code: ZBIO.NASDAQ) and Alebund.
GIC
Cliff Investment Pte. Ltd. is a limited liability company incorporated under the laws of
Singapore. It is wholly-owned by Enterprise Holding Pte Ltd and is managed by GIC Special
Investments Private Limited which is in turn wholly-owned by GIC Private Limited (“ GIC”). GIC
is a global investment firm established in 1981 to manage Singapore’s foreign reserves. GIC invests
worldwide in equities, fixed income, foreign exchange, commodities, money markets, alternative
investments, real estate and private equity. GIC is amongst the world’s largest fund management
companies.
Dezhou Liangyi
Dezhou Liangyi Mifang Health V enture Capital Partnership (Limited Partnership) ( ᅃψՇᄃ
ነ˙ੰ਄௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Dezhou Liangyi ”) is a limited partnership registered
under the laws of the PRC. Its general partner is Mifang Capital Management (Beijing) Co., Ltd.
(䎠˙༟͉၍ଣ(̏ԯ)ʮ̡), which is wholly owned by Shanghai Mifang Asset Management
Co., Ltd. (ʮ̡). The ultimate controller of Shanghai Mifang Asset
Management Co., Ltd. is Zhou Y ujian (ܔIn Dezhou Liangyi, no single limited partner holds
30% or more partnership interest. Dezhou Liangyi is a fund focused on investments in the
healthcare sector.
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VICTORY EAGLE GROUP LIMITED
VICTORY EAGLE GROUP LIMITED is a limited company incorporated under the laws of
the British Virgin Islands and is wholly owned by 3H Health Investment Fund II, L.P . The general
partner of 3H Health Investment Fund II, L.P . is 3H Health Investment GP II Ltd., which is
ultimately controlled by Mr. Wang Shunlong ( ˮනᎲ). None of the other limited partners of 3H
Health Investment Fund II, L.P . holds 30% or more of its partnership interests. 3H Health
Investment Fund II, L.P . is a fund specializing in investments in sectors related to life sciences,
healthcare and technology.
3E Bio
Beijing Y uanqing Bencao Equity Investment Center, L.P . (ᛆҳ༟ʕː(Υ
ྫ)) (“ 3E Bio ”) is a limited partnership registered under the laws of the PRC. Its general partner
is Nantong Sanyi Tongxing Management Consulting Center (Limited Partnership) (ஷɧूΝጳ၍
ଣፔ༔ʕː(Υྫ)) (“ Nantong Sanyi ”), the general partner of which is Beijing Sanyi
Investment Management Co., Ltd. (ʮ̡). The de facto controller of Beijing
Sanyi Investment Management Co., Ltd. is Ms. Liu Qianye ( ᄎɷ໢). No single limited partner
holds 30% or more partnership interest in 3E Bio or Nantong Sanyi. 3E Bio is a fund focused on
equity investment with a specialization in healthcare industry with investments spanning areas such
as novel drug development, medical devices, clinical diagnostics and healthcare services.
Huagai Capital
Shanghai Liyizhen Management Consulting Partnership Enterprise (Limited Partnership) ( ɪ
ऎᓿɓጲ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Shanghai Liyizhen ”) is a limited partnership registered
under the laws of the PRC. Its general partner is Huagai Shangzhen Healthcare Investment
Management (Suzhou) Co., Ltd. (ጲᔼᐕҳ༟၍ଣ(ᘽψ)ʮ̡)( “ Huagai Shangzhen ”),
which is held by Huagai Healthcare Investment Management (Beijing) Co., Ltd. ( ശႊᔼᐕҳ༟၍
ଣ(̏ԯ)ʮ̡)) (“ Huagai Healthcare Investment ”) as to 75%. Huagai Healthcare Investment
is controlled by Huagai Capital Co., Ltd. (ப΂ʮ̡)( “ Huagai Capital ”) as to 79%.
In Shanghai Liyizhen, its limited partner, Suzhou Huagai Yizhen Equity Investment Partnership
Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)), a limited
partnership with Huagai Shangzhen being its general partner and no limited partner holding 30%
or more partnership interest, holds 99% partnership interest. Shanghai Liyizhen is an investment
fund.
Shanghai Liyuanzhen Management Consulting Partnership Enterprise (Limited Partnership)
(ɪऎᓿʩጲ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Shanghai Liyuanzhen ”) is a limited partnership
registered under the laws of the PRC. Its general partner is Huagai Healthcare Investment. In
Shanghai Liyuanzhen, its limited partner, Tianjin Huagai Hongming Equity Investment Partnership
Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)), a limited
partnership with Huagai Shangzhen being its general partner and no limited partner holding 30%
or more partnership interest, holds 99% partnership interest. Shanghai Liyuanzhen is an investment
fund.
Huagai Capital is a company established in the PRC with assets under management of
approximately RMB26 billion as of June 30, 2025. Except for Mr. Xu Xiaolin (؍and Mr. Lu
Binghui (ሾ) being its ultimate controller, and Liaoning Chengda Co., Ltd. (ࠢ
ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 600739.HK) who holds 30%
equity interest in Huagai Capital, none of the other shareholders of Huagai Capital holds 30% or
more equity interest therein or control Huagai Capital. Huagai Capital has invested in several
healthcare and biotech companies, including Shenzhen Kangtai Biological Products Co., Ltd. ( ଉέ
ʮ̡)(stock code: 300601.SZ), Hygeia Healthcare Holding Co., Ltd. ( ऎΛ
ʮ̡)(stock code: 6078.HK) and Shanghai Micurx Pharmaceutical Co., Ltd. ( ɪऎ
ʮ̡) (stock code: 688373.SH).
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Beijing New Dynamic II
Beijing New Dynamic II Equity Investment Fund (Limited Partnership) (ᛆ
ږ(Υྫ)) (“ Beijing New Dynamic II ”) is a limited partnership established under the
laws of the PRC. Its general partner is Beijing Xicheng Y ongtai Management Consulting
Partnership Enterprise (Limited Partnership) ( ̏ԯဢ༐͑इ၍ଣፔ༔ΥྫΆุ(Υྫ)
(“Xicheng Y ongtai ”)), the general partner of which is Beijing Xiyi Management Consulting Co.,
Ltd. (ʮ̡)( “ Xiyi Consulting ”). Except for (i) Beijing Xicheng Capital
Holding Co., Ltd. (ʮ̡)( “ Xicheng Capital ”) holding 40% of its
partnership interest, which is wholly owned by Beijing Financial Street Capital Operation Group
Co., Ltd. (ʮ̡) and in turn wholly owned by the State Owned Assets
Supervision and Administration Commission of Xicheng District People’s Government of Beijing
(ึ)( “ Xicheng SASAC ”), and (ii) Gongqingcheng
Xicheng Zhengxin Investment Partnership Enterprise (Limited Partnership) (ဢ༐͍㒥ҳ༟
ΥྫΆุ(Υྫ)), a limited partnership whose general partner is Zheng Xiao with no limited
partners holding 30% or more of its partnership interest, none of the other limited partners of
Xicheng Y ongtai holds 30% or more of its partnership interests. Xiyi Consulting is held indirectly
by the Xicheng SASAC as to 40%, Beijing Xicheng Zhengqi Management Consulting Partnership
Enterprise (Limited Partnership) ( ̏ԯဢ༐͍փ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Xicheng
Zhengqi ”) as to 30%, and other minority shareholders in aggregate as to 30%. The general partner
of Xicheng Zhengqi is Zhang Jinglai ( ੵหԸ). Except for Chen Leiwen who holds approximately
61.53% of its partnership interest, none of the other limited partners of Xicheng Zhengqi holds 30%
or more of its partnership interests.
In Beijing New Dynamic II, except for Xicheng Capital and Guofengtou V enture Investment
Fund Co., Ltd. (ʮ̡)( “ Guofengtou ”) holding approximately
44.20% and 40.18% partnership interests, respectively, none of the remaining limited partners hold
30% or more partnership interest. Guofengtou is a company held as to 50% by China V enture
Capital Fund Corporation Ltd. (ʮ̡), which is in turn held as
to approximately 35.29%, by Guoxin (Shenzhen) Investment Co., Ltd. ( ਷อ(ଉέ)ʮ̡)
(“Guoxin Shenzhen ”), which was indirectly wholly-owned by the State Council. None of the other
shareholders of Guofengtou or Guoxin Shenzhen holds 30% or more equity interest therein.
Beijing New Dynamic II is a fund focused on investment opportunities in the fields of new
energy, intelligent industrials, healthcare and digital industry, which is managed by Beijing Xicheng
Jinrui V enture Capital Management Co., Ltd. (ʮ̡)
(“Kingray Capital ”). Kingray Capital focuses on healthcare and technology investments, with
assets under management exceeding RMB10 billion. Its healthcare investment team possesses
extensive investment experience. In addition to the Company, it has also invested in companies such
as Shanghai MicroPort Edvcl MdTch Grp Co Ltd (Ҧ(ණྠ)ʮ̡)
(stock code 688016.SH), Hualan Biological V accine Inc (ʮ̡) (stock code:
301207. SZ), Zhuhai Trinomab Pharmaceutical Co., Ltd. (ʮ̡),
IMPACT Therapeutics, Inc. (ʮ̡), Atom Therapeutics Co., Ltd. (ψอʩ
ʮ̡), etc.
Sherpa Healthcare
OCXPROURO Limited (“
OCXPROURO ”) is a limited company incorporated in the British
Virgin Islands, and is wholly owned by Sherpa Healthcare Fund I, L.P . Sherpa Healthcare Fund I,
GP , Ltd. is the general partner of Sherpa Healthcare Fund I, L.P . ROSY LEAD HOLDING
LIMITED (“ ROSY LEAD ”) is a limited company incorporated in the British Virgin Islands, and
is wholly owned by Sherpa Healthcare Co-Investment Fund. Sherpa Healthcare Co-Investment GP
Ltd. is the general partner of Sherpa Healthcare Co-Investment Fund. Apart from a US public
pension fun d — a trust fund organized and existing under the laws of a state of the United
States — which holds more than 30% in Sherpa Healthcare Fund I, L.P . and Sherpa Healthcare
Co-Investment Fund, none of the other limited partners of Sherpa Healthcare Fund I, L.P . and
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Sherpa Healthcare Co-Investment Fund holds 30% or more partnership interest therein,
respectively. Both Sherpa Healthcare Fund I, GP , Ltd. and Sherpa Healthcare Co-Investment GP
Ltd. are ultimately controlled by Mr. Daqing CAI as UBO, an Independent Third Party respectively.
Together with its affiliates, Sherpa Healthcare Partners specializes in investments in the
healthcare sector, including biotech, pharmaceuticals, medical devices, equipment and diagnostics,
healthcare services and healthcare-related information technology and mobile technology
companies. The portfolio companies of Sherpa Healthcare Partners and its affiliates include
Shanghai HeartCare Medical Technology Corporation Limited (ʮ̡)
(stock code: 6609.HK) and Visen Pharmaceuticals (stock code: 2561.HK).
Octagon Investments
Octagon Investments Master Fund LP (“ Octagon Master ”) is an exempted limited partnership
registered under the laws of the Cayman Islands. Its general partner is Octagon Investments GP ,
LLC (“ Octagon Investments GP ”), a limited liability company incorporated under the laws of the
Cayman Islands, which is ultimately owned by Dr. Ting Jia, who possesses over 20 years of industry
investment experience in biotechnology and healthcare sectors. None of Octagon Master’s limited
partners holds 30% or more of the partnership interests. Octagon Master is an investment fund
focusing on investments in public and private healthcare companies globally.
Octagon Coinvest Opportunities Fund LP (“ Octagon Opportunities ”) is a limited partnership
registered under the laws of Delaware, in the USA. Its general partner is Octagon Investments GP .
None of Octagon Opportunities’ limited partners holds 30% or more of the partnership interests.
Octagon Opportunities is an investment fund focusing on investments in private healthcare
companies globally.
Andorra Investment Limited
Andorra Investment Limited is a limited liability company incorporated under the laws of
Hong Kong principally engaged in investment holding. It is directly held 100% by Morningside
V enture (l) Investments Limited (“ Morningside Venture (I) ”) which focuses on investment in life
science sector including biopharmaceuticals, medical devices, diagnostics and healthcare services.
Morningside V enture (I) is ultimately owned by a family trust established by Ms. Chan Tan Ching
Fen.
YuanBio V enture Capital II L.P .
Y uanBio V enture Capital II L.P . is an exempted limited partnership registered under the laws
of the Cayman Islands. Its general partner is Y uanBio V enture Capital II GP Ltd., a limited company
incorporated under the laws of the Cayman Islands, which is ultimately controlled by Mr. Chen Jie
(௓௫). In Y uanBio V enture Capital II L.P ., none of its single limited partners holds 30% or more
partnership interest. It is a fund focused on investing in the early-stage and growth-stage life
sciences and healthcare sectors.
V erition Multi-Strategy Master Fund Ltd.
V erition Multi-Strategy Master Fund Ltd. is an exempted company incorporated on 16 May
2008 in the Cayman Islands. It is managed by V erition Fund Management LLC (“ Verition ”), which
is a subsidiary of V erition Fund Management NY , Inc. who holds 75% or more interest in V erition
and is in turn held as to 75% or more by Mr. Nicholas Maounis. V erition is an investment firm
founded in 2008, headquartered in Connecticut, with offices in New Y ork, London, Dubai,
Singapore and Hong Kong. V erition manages a multi-strategy, multi-manager hedge fund focused
on global investment strategies including Credit, Fixed Income & Macro, Convertible & V olatility
Arbitrage, Event-Driven, Equity Long/Short & Capital Markets Trading, and Quantitative
Strategies. As part of its investment activities, V erition seeks to construct a diversified portfolio
with low correlation to traditional and alternative asset classes and consistently attractive risk
adjusted returns. As of the date of October 1, 2025, V erition Multi-Strategy Master Fund Ltd. has
approximately US$13.7 billion in assets under management and approximately 500 investment
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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professionals globally. V erition Multi-Strategy Master Fund Ltd. has two feeder funds, V erition
International Multi-Strategy Fund Ltd. and V erition Multi-Strategy Fund LLC, each of whom is also
managed by V erition. There is no ultimate beneficial owner holding more than 30% of any one of
V erition Multi-Strategy Master Fund Ltd., V erition International Multi-Strategy Fund Ltd. or
V erition Multi-Strategy Fund LLC.
Yangzhou Dingyi
Y angzhou Dingyi Start-up Investment Partnership (Limited Partnership) ( ౮ψཻᆇ௴ุҳ༟
ΥྫΆุ(Υྫ)) (“ Y angzhou Dingyi ”) is a limited partnership registered under the laws of the
PRC. Its general partner is Jiangsu Dingxin Capital Management Co., Ltd. (ࠢ
ʮ̡), which is held by Jiangsu Huaxia Huijin Investment Management Co., Ltd. (ҳ
ʮ̡)( “ Huaxia Huijin ”) and Jiangsu Dingxin Consulting Co., Ltd. (ࠢ
ʮ̡) as to 50% each. Huaxia Huijin is held by Liu Ting (ణ) as to 77.40%. Jiangsu Dingxin
Consulting Co., Ltd. is controlled by Huaxia Huijin. In Y angzhou Dingyi, Y angzhou Shengtai
Industrial Merchants Development Co., Ltd. (ʮ̡)( “ Y angzhou
Shengtai ”) holds 99.95% partnership interest. Y angzhou Shengtai was held as to 70% by Y angzhou
Shengchuang Holding Co., Ltd. (ʮ̡) and 30% by Y angzhou Hanjiang
Technology Enterprise Listing Base Co., Ltd. (ʮ̡), both of
which are ultimately controlled by Y angzhou Municipal Government. Y angzhou Dingyi is a fund
focused on venture capital investment.
Loyal Earn Hong Kong Limited
Loyal Earn Hong Kong Limited is a limited company incorporated in Hong Kong, which is
wholly owned by Mr. Shou Bainian (ϋ) through Loyal Earn Limited.
Phoenix Aurora Limited
Phoenix Aurora Limited is a BVI business company incorporated in the British Virgin Islands
and is wholly owned by Mr. Lin Hongli (҃ዝ).
Fortuna
Fortuna Limited (“ Fortuna ”) is a company incorporated in the British Virgin Islands, with
AleyuanGX Limited holds one and all of its class A shares with voting rights. The remaining 10,000
class B shares with no voting rights of Fortuna is also held by Loyal Valley Fund III .
BCeGFR
BCeGFR Limited (“ BCeGFR ”) is a company incorporated in the British Virgin Islands, with
AleyuanGX Limited holds one and all of its voting shares. The remaining 10,000 class B shares
with no voting rights of BCeGFR is held by Core International Trading Group SDN.BHD. (formerly
known as Core Construction Group SDN. BHD.), a company incorporated in Malaysia which is
wholly owned by Yin Weibiao.
Suzhou Luanbu
Suzhou Luanbu Nuojin Investment Center (Limited Partnership) ( ᘽψ㐟̺ፕᆩҳ༟ʕː(Ϟ
Υྫ)) (“ Suzhou Luanbu ”) is a limited partnership registered under the laws of the PRC. Its
general partner is Shanghai Nuojin Asset Managements Co., Ltd. (ʮ̡)
(“Shanghai Nuojin ”), which is held by Han Baoshi ( ᒵᘒͩ) as to 74.5%. In Suzhou Luanbu, its
limited partner Sun Xiaoping (ʃ̻) holds 99.98% partnership interest. Suzhou Luanbu is a fund
focused on investments in the healthcare sector and its general partner, Shanghai Nuojin, possesses
years of industry investment experience in the healthcare sector and has invested in companies such
as SAFE Pharmaceutical Technology Co., Ltd. (ʮ̡), Shanghai Hanyu
Medical Technology Co., Ltd. (ʮ̡), Beijing Ansong Technology Co.,
Ltd. (ʮ̡), etc.
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Xiamen Qianshan
Xiamen Qianshan Qiyong Investment Partnership (Limited Partnership) (ɷӄ઼͑ҳ༟Υ
ྫΆุ(Υྫ)) (“ Xiamen Qianshan ”) is a limited partnership registered under the laws of the
PRC. Its general partner is Xiamen Qianshan Y unfan Asset Management Co., Ltd. (ɷӄථω
ʮ̡), which is wholly owned by Xianmen Qianshan Investment Co., Ltd. (ɷӄ
ʮ̡). The ultimate controller of Xianmen Qianshan Investment Co., Ltd. is Lin Huiqi (؍
ᅆփ). In Xiamen Qianshan, its limited partner Zheng Qinghua ( ቍᅅശ) holds 44.5% partnership
interest; no other single limited partner holds 30% or more partnership interest. Xiamen Qianshan
is a venture capital fund focused on new technology and healthcare sectors, investing in startups,
early-stage and growth companies. The fund covers areas including innovative drugs, medical
devices, diagnostics, smart manufacturing and emerging technologies, and has directly and
indirectly invested in over 150 enterprises across healthcare, life sciences and advanced technology.
The management team brings forward-looking strategic vision and specialized venture capital
experience to the fund.
Emerging Markets Healthcare Partners LLC
Emerging Markets Healthcare Partners LLC (“ EMHCP ”) is a limited liability company
registered under the laws of Delaware, U.S., as a hedge fund. The general partner of EMHCP is
Exome Asset GP LLC. Exome Asset Management LLC is the investment manager of EMHCP .
Samuel D. Isaly is the ultimate beneficial owner of Exome Asset GP LLC and Exome Asset
Management LLC. EMHCP is held by more than 30 limited partners and none of the limited
partners hold more than 30% interests in this fund. EMHCP is an investment vehicle focusing on
investments in the healthcare sector. EMHCP has invested in the biopharmaceutical sector for
approximately seven years. Its Chief Investment Officer, Mr. Samuel D. Isaly, has over 40 years of
healthcare investment experience. The investment team of EMHCP focuses on biotechnology and
healthcare opportunities and is composed of professionals with biomedical and healthcare
investment backgrounds. EMHCP has invested in other healthcare companies, including but not
limited to Duality Biotherapeutics, Inc. (stock code: 9606.HK).
SymBiosis II
SymBiosis II, LLC (“ SymBiosis II ”) is a limited liability company established under the laws
of Delaware, United States. SymBiosis II is an investment fund majority-owned by 801
Investments, LLC, a company wholly owned and controlled by Thomas Layton Walton and none of
the other members holds 30% or more interests in SymBiosis II. SymBiosis II is controlled by its
manager, SymBiosis Capital Partners, LLC, a limited liability company established under the laws
of Delaware, United States, and Registered Investment Advisor registered with the US SEC.
SymBiosis Capital Partners, LLC is controlled by its Managing Partner, Chidozie Ugwumba, MBA,
CFA, who has 19 years of investment experience across public equity, private equity, private credit,
private infrastructure and venture capital, including 7 years as a biotech specialist. SymBiosis
Capital Partners, LLC, is majority-owned by 801 Investments, LLC, which is in turn wholly owned
and controlled by Thomas Layton Walton. The principal business activity of SymBiosis Capital
Partners, LLC is to invest in public and private biotechnology companies. SymBiosis II’s
investment team has significant scientific, medical, investment and biotech operational experience
across drug discovery, drug development, drug manufacturing, clinical and regulatory functions.
SymBiosis II has extensive experience investing in biotech and healthcare companies including
AdvanCell, Evommune, Metsera, Neurona Therapeutics and Parabilis Medicines. SymBiosis II’s
assets under management are approximately USD 350 million.
Hongtao Investment-I Ltd
Hongtao Investment-I Ltd is a limited company incorporated under the laws of the Cayman
Islands. It is wholly owned by ZHAO TAO. Functioning as a family investment platform, Hongtao
Investment-I Ltd principally engages in investment activities with proprietary funds for family asset
allocation and management.
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Yangzhou Longtou
Y angzhou Longtou Chuanghai I Industry Fund Partnership (Limited Partnership) ( ౮ψᎲҳ௴
ΥྫΆุ(Υྫ)) (“ Y angzhou Longtou ”) is a limited partnership registered
under the laws of the PRC. Its general partner is Y angzhou Longtou Yiheng V enture Capital Center
(Limited Partnership) ( ౮ψᎲҳᆇ㛬௴ุҳ༟ʕː(Υྫ)) (“ Y angzhou Longtou Yiheng ”),
whose general partner is Y angzhou Yiheng Enterprise Management Co., Ltd. ( ౮ψᆇ㛬Άุ၍ଣϞ
ʮ̡), a company held as to 55% by Y angzhou Longchuan Holdings Financial Investment Co.,
Ltd. (ʮ̡)( “ Y angzhou Longchuan Financial Investment ”) and 45%
by Nai Jingjing. The sole limited partner of Y angzhou Longtou Yiheng is a wholly-owned subsidiary
of Y angzhou Longchuan Financial Investment. Y angzhou Longchuan Financial Investment is
wholly owned by Y angzhou Longchuan Holdings Group Co., Ltd. (ப΂ʮ
̡)( “ Y angzhou Longchuan Holdings ”), which is indirectly wholly owned by the People’s
Government Office of Y angzhou City (܃In Y angzhou Longtou, its limited
partners, Y angzhou Longchuan Financial Investment and Y angzhou Longtou Xingzhi I Industry
Investment Fund Partnership Enterprise (Limited Partnership) (Υ
ྫΆุ(Υྫ)) (“ Y angzhou Longtou Xingzhi I ”), holds 52.4% and 36.1% partnership
interests, respectively; the remaining limited partner holds less than 30% partnership interest.
Y angzhou Longtou Xingzhi I is a limited partnership with (i) Y angzhou Longtou Yiheng being its
general partner, and (ii) Y angzhou Longchuan Financial Investment being its sole limited partner.
Y angzhou Longtou is a fund focused on equity investment.
TruMed
Hainan Renze Zhenji V enture Investment Fund Partnership Enterprise (Limited Partnership)
(ΥྫΆุ(Υྫ)) (“ TruMed ”) is a limited partnership registered
under the laws of the PRC. Its general partner is Hainan Zhenmai Private Equity Fund Management
Partnership Enterprise (Limited Partnership) (၍ଣΥྫΆุ(Υྫ)), a
limited partnership registered in Sanya, Hainan, the PRC, the de facto controller of which is TruMed
Investment Management Limited (ʮ̡), a Hong Kong company wholly-owned
by Ms. Ting Wang. Except for Shenzhen Leren Technology Co., Ltd. (ʮ̡),
a company owned as to 99% by Li Li, no other limited partners of TruMed holds 30% or more
partnership interest therein. It is a fund focused on investment in the healthcare industry.
CAPITALIZATION
Our Company has applied for H-share full circulation to convert certain Unlisted Shares into
H Shares after the Listing. The table below is a summary of the capitalization of our Company as
at the Latest Practicable Date and the Listing Date:
As of the Latest
Practicable Date
Immediately upon completion of
the Global Offering (1)
Shareholders
Number of
Unlisted
Shares
Ownership
percentage
(approx.)
Number of
Unlisted
Shares
Number of
H Shares
Ownership
percentage
(approx.)
Single Largest Shareholders Group (2)
Aleyuan Inc. (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,631,750 1.6361% 4,631,750 – 1.3629%
Dr. Gavin Xia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118285 0.0001% 285 – 0.0001%
Aleyuan GX (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,866,156 4.1917% 8,306,309 3,559,847 3.4916%
Dr. Tian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118285 0.0001% 285 – 0.0001%
AleyuanJT (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,844,123 2.4176% 4,790,886 2,053,237 2.0139%
Aleyuan Limited (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,601,037 1.6253% – 4,601,037 1.3538%
Shanghai Chunyuan (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,815,215 0.6412% – 1,815,215 0.5341%
Y angzhou Liyue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,124,229 7.4618% 12,674,537 8,449,692 6.2157%
Ms. Wang Y un /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118285 0.0001% 285 – 0.0001%
Dr. Zhang Huading /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118285 0.0001% 285 – 0.0001%
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As of the Latest
Practicable Date
Immediately upon completion of
the Global Offering (1)
Shareholders
Number of
Unlisted
Shares
Ownership
percentage
(approx.)
Number of
Unlisted
Shares
Number of
H Shares
Ownership
percentage
(approx.)
Shanghai Y uanyue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,338,132 5.7712% 9,802,879 6,535,253 4.8074%
Fortuna /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,517,931 0.5362% 910,759 607,172 0.4466%
BCeGFR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118623,742 0.2203% 374,245 249,497 0.1835%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,363,455 24.5018% 41,492,505 27,870,950 20.4099%
Tencent
Guangxi Tencent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,965,311 10.9381% 12,386,124 18,579,187 9.1114%
Perfect Ten /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,247,477 0.7939% 898,991 1,695,186 (5) 0.7633%
Huang River Investment Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,386,700 (5) 0.4080%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,212,788 11.7320% 13,285,115 21,661,073 10.2828%
Guojin
Y angzhou Guojin Libang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,722,321 8.7328% 9,888,928 14,833,393 7.2744%
Guojin Xinxing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,502,151 0.8838% 1,000,860 1,501,291 0.7362%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,224,472 9.6166% 10,889,788 16,334,684 8.0107%
LAV USD
LA V Delta /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,068,978 6.3826% 7,227,591 10,841,387 5.3167%
LA V Orchid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,162,925 1.8237% 2,065,170 3,097,755 1.5192%
LA V Efficacy Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374,580 0.1323% 149,832 224,748 0.1102%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,606,483 8.3386% 9,442,593 14,163,890 6.9461%
GIC
Cliff Investment Pte. Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,668,524 4.4750% 5,067,410 7,601,114 3.7277%
GIC Private Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 7,627,200 (5) 2.2443%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,668,524 4.4750% 5,067,410 15,228,314 5.9719%
Loyal V alley Capital
Loyal V alley Fund III /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,356,256 4.3647% 4,942,502 7,818,254 (5) 3.7548%
Shanghai Tanying /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,884,284 1.0188% 1,153,714 1,730,570 0.8487%
Shanghai Jishi Lemei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,884,284 1.0188% 1,153,714 1,730,570 0.8487%
Golden V alley V alue Select Master Fund /H1118/H1118 – – – 404,500 (5) 0.1190%
Golden V alley Global Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 404,400 (5) 0.1190%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,124,824 6.4023% 7,249,930 12,088,294 5.6902%
QC Six Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,790,247 6.6374% 7,516,099 11,274,148 5.5289%
Shanghai Liyi
Suzhou Lirui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,415,235 3.6790% 4,166,094 6,249,141 3.0646%
Suzhou Lirun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,802,840 2.0498% 2,321,136 3,481,704 1.7075%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,218,075 5.7288% 6,487,230 9,730,845 4.7721%
Dezhou Liangyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,311,638 2.9360% 3,324,655 4,986,983 2.4457%
3H /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,194,693 2.1882% – 6,194,693 1.8228%
3E Bio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,001,766 2.1200% – 6,001,766 1.7660%
Huagai Capital
Shanghai Liyizhen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,856,921 1.7157% 1,942,768 2,914,153 1.4291%
Shanghai Liyuanzhen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118766,442 0.2707% 306,577 459,865 0.2255%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,623,363 1.9864% 2,249,345 3,374,018 1.6546%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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As of the Latest
Practicable Date
Immediately upon completion of
the Global Offering (1)
Shareholders
Number of
Unlisted
Shares
Ownership
percentage
(approx.)
Number of
Unlisted
Shares
Number of
H Shares
Ownership
percentage
(approx.)
Beijing New Dynamic II /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,081,814 1.7951% 2,540,907 2,540,907 1.4953%
Sherpa Healthcare
OCXPROURO /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,624,360 0.9270% 1,049,744 1,574,616 0.7722%
ROSY LEAD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,000,598 0.7067% 800,239 1,200,359 0.5887%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,624,958 1.6337% 1,849,983 2,774,975 1.3609%
Octagon
Octagon Master /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118924,874 0.3267% – 924,874 0.2721%
Octagon Opportunities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,546,931 1.2529% – 3,546,931 1.0437%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,471,805 1.5796% – 4,471,805 1.3158%
Andorra Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,366,320 1.5423% – 4,366,320 1.2848%
SymBiosis II, LLC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,123,739 0.3969% – 3,723,939 (5) 1.0958%
Y uanBio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,118,788 1.1017% – 3,118,788 0.9177%
V erition Multi-Strategy Master Fund Ltd. /H1118/H11183,011,571 1.0638% – 3,011,571 0.8861%
Y angzhou Dingyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,502,151 0.8838% 1,000,860 1,501,291 0.7362%
Loyal Earn /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,517,931 0.5362% – 1,517,931 0.4466%
Phoenix Aurora Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,498,318 0.5293% – 1,498,318 0.4409%
Suzhou Luanbu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,454,186 0.5137% – 1,454,186 0.4279%
Xiamen Qianshan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,342,333 0.4742% – 1,342,333 0.3950%
EMHCP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,123,739 0.3969% – 1,123,739 0.3307%
Hongtao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118935,637 0.3305% – 935,637 0.2753%
Y angzhou Longtou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118834,054 0.2946% 333,622 500,432 0.2454%
TruMed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118749,159 0.2646% – 749,159 0.2204%
Other investors taking part in the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 43,581,200 12.8236%
TOTAL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118283,096,831 100% 112,730,042 227,122,189 100%
Notes:
(1) Assuming the Over-allotment Option is not exercised.
(2) Each of Aleyuan Inc., Dr. Gavin Xia, Dr. Tian, AleyuanGX, AleyuanJT, Aleyuan Limited, Y angzhou Liyue, Shanghai
Chunyuan, Ms. Wang Y un and Dr. Zhang Huading is an AIC Party. See “— Concert Party Agreements” above.
(3) Shanghai Chunyuan is controlled by Dr. Shu Chutian as its general partner. As at the Latest Practicable Date, Dr. Shu
Chutian holds approximately 29.95% of its partnership interest; the remaining partnership interest is held by its
limited partners: (i) Ms. Wang Y un (our executive Director and chief of staff) as to approximately 27.14%, and (ii)
8 other employees of our Group (each is an Independent Third Party and does not hold 30% or more partnership
interest). Shanghai Chunyuan is an affiliated company of Chunyuan Limited. Both of them served as a voluntary
investment platform for employees to invest in Group at the same price as other Pre-IPO Investors in the same round
of financing.
(4) AleyuanGX is a limited liability company incorporated under the laws of the BVI and wholly-owned by Dr. Gavin
Xia. Each of Fortuna and BCeGFR is controlled by AleyuanGX. Shanghai Y uanyue is controlled by AleyuanGX as
its general partner. Y angzhou Liyue is controlled by AleyuanGX as its general partner.
AleyuanJT is a limited liability company incorporated under the laws of the BVI and wholly-owned by Dr. Tian.
Aleyuan GX and Aleyuan JT were established primarily for administrative and regulatory registration convenience,
as well as for estate planning requirements of the respective founders.
Aleyuan Inc. is a founders’ holding company and is held as to 50% by AleyuanGX and 50% by AleyuanJT, which
was established at the inception of Alebund Cayman as the original founders’ holding company to hold the founders’
initial equity interests and to bind the equity interests of our two founders, Dr. Gavin Xia and Dr. Tian, ensuring
unified alignment of their interests from the early stage.
Aleyuan Limited is held as to 31.55% by AleyuanGX; 16.29% by AleyuanJT; and as to 52.16% in aggregate by
Jonathan Thomas Wong, Shirley Shek-ling Wong and Thomas Folinsbee, each an individual investor and Independent
Third Party (none of which holds 30% or more shareholding in Aleyuan Limited). Aleyuan Limited served as an
early-stage investment platform through which the founders and several other individual investors invested in the
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Group at the same price as other Pre-IPO Investors in the same round of financing. Aleyuan Limited was established
designated to align the interests of the founders with the Company’s growth while ensuring the founders’ centralized
control over the voting rights of these minority individual interests.
(5) Each will participate in the Global Offering as a cornerstone investor. For details, please refer to the section headed
“Cornerstone Investors” in this Prospectus.
PUBLIC FLOAT AND FREE FLOAT
Following the conversion of the Unlisted Shares into H Shares and upon completion of the
Global Offering (assuming that the Over-allotment Option is not exercised):
(a) Each of Aleyuan Inc., Dr. Gavin Xia, AleyuanGX, Dr. Tian, AleyuanJT, Aleyuan Limited,
Shanghai Chunyuan, Y angzhou Liyue, Ms. Wang Y un and Dr. Zhang Huading (each an AIC
Party and/or a member of the Single Largest Shareholders Group) and their close associates
will be our core connected persons and a total of 69,363,455 Shares held by them will not be
counted towards either the public float, representing 20.41% of our share capital in aggregate;
(b) as Tencent Holdings Limited, through Guangxi Tencent, Perfect Ten and Huang River, will be
entitled to exercise 10.28% voting rights in our Company, it will be a core connected person
of our Company and the 34,946,188 Shares held by Guangxi Tencent, Perfect Ten and Huang
River will not be counted towards the public float;
(c) a total of 122,568,166 Unlisted Shares held by our Shareholders as of the Latest Practicable
Date who were not our core connected persons (the “ Current Unlisted Shareholders ”) will
be converted into H Shares and listed on the Stock Exchange, and therefore will be counted
as part of the public float, representing 36.07% of our share capital in aggregate. None of the
Current Unlisted Shareholders is accustomed to take instructions from our Company (or any
of our subsidiaries) or any core connected persons in relation to the acquisition, disposal,
voting or other disposition of their Shares and none of their acquisition of the Shares were
financed directly or indirectly by our Company (or any of our subsidiaries) or our core
connected persons; and
(d) the remaining 55,022,000 H Shares issued pursuant to the Global Offering (assuming the
Over-allotment Option is not exercised) will be counted as part of the public float and free
float at the time of the Listing, representing approximately 16.19% of our share capital in
aggregate.
Based on the above, it is expected that, immediately following completion of the Global
Offering (assuming that the Over-allotment Option is not exercised), a total of 177,590,166 H
Shares, representing 52.26% of our total issued Share upon completion of the Global Offering
(assuming that the Over-allotment Option is not exercised) will be counted as part of the public
float. As a result, over 25% of our Company’s total issued Shares will be held by the public upon
completion of the Global Offering as required under Rule 19A.13A(1) of the Listing Rules.
Assuming that the Over-allotment Option is not exercised, based on an Offer Price of HK$22.60 per
Offer Share, the expected market capitalization of the Company’s Shares would be HK$7,680.66
million and, therefore, the minimum prescribed public float percentage as required under Rule
19A.13A(1) of the Listing Rules would be 19.53% of the total issued Shares. Therefore, our
Company will be able to meet the minimum public float requirements under 19A.13A of the Listing
Rules.
In addition, it is expected that, immediately following the completion of the Global Offering,
a total of 28,500,500 H Shares, being held by the public and not subject to any disposal restrictions
(whether under contract, the Listing Rules, applicable laws or otherwise) will have an expected
market value at the time of listing of not less than HK$600,000,000, as required under Rule
19A.13C(1) of the Listing Rules. Therefore, our Company will be able to meet the free float
requirements under 19A.13C of the Listing Rules.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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CORPORATE STRUCTURE IMMEDIATELY BEFORE COMPLETION OF THE GLOBAL OFFERING
The chart below sets out the shareholding structure of our Group immediately before completion of the Global Offering:
The Company
(PRC)
Shanghai Alebund
(PRC)
Alebund Shanghai
(PRC)
Alebund Yangzhou
(PRC)
Alebund Pharmaceuticals
(Yangzhou) Co., Ltd. (ᓿԞ
ᖹุ(౮ψ)ʮ̡)
(PRC)
Alebund HK
(Hong Kong SAR)
Alebund Biotech
USA Inc.
(USA)
100%
Shanghai Alezyme
(PRC)
Shanghai Lichu
Pharmaceuticals Ltd. (ɪऎ
ʮ̡)
(PRC)
100% 100%
100% 100% 100%
100%
100%
AleyuanGX(1)
Dr. Gavin Xia(1) Dr. Tian(1)
AleyuanJT(1)
Aleyuan Inc.(1)
Aleyuan
Limited(1)
Shanghai
Chunyuan(1)
Yangzhou
Liyue(1)
Shanghai
Yuanyue(1)
Remaining
Single Largest
Shareholders
Group(1)
0.0001% 4.1917% 2.4176% 0.0001% 1.6361% 1.6253% 0.6412% 7.4618% 5.7712% 0.7567%
LAV USD Shanghai
Liyi
Loyal Valley
Capital(3)
Other Pre-IPO
Investors
8.3386% 5.7288% 6.4023% 43.2965%
Tencent(2)
11.7320%
Notes:
(1) For the detailed shareholding information of our Single Largest Shareholders Group, please see Note (2) to the capitalization table in the sectio n “— Capitalization” above. The “Remaining
Single Largest Shareholders Group” refers to Fortuna, BCeGFR, Ms. Wang Y un and Dr. Zhang Huading.
(2) Tencent refers to Guangxi Tencent and Perfect Ten. See section “— Pre-IPO Investments — Information about our Pre-IPO Investors” above for detail s.
(3) Loyal V alley Capital is our Sophisticated Investor and refers to Loyal V alley Fund III, Shanghai Tanying and Shanghai Jishi Lemei. See section “— P re-IPO Investments — Information
about our Pre-IPO Investors” above for details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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CORPORATE STRUCTURE IMMEDIATELY FOLLOWING COMPLETION OF THE GLOBAL OFFERING
The chart below sets out the shareholding structure of our Group immediately following completion of the Global Offering (assuming the
Over-allotment Option is not exercised):
The Company
(PRC)
Alebund HK
(Hong Kong SAR)
100%
100%
AleyuanGX(1)
Dr. Gavin Xia(1) Dr. Tian(1)
AleyuanJT(1)
Aleyuan Inc.(1)
Aleyuan
Limited(1)
Shanghai
Chunyuan(1)
Yangzhou
Liyue(1)
Shanghai
Yuanyue(1)
Remaining
Single Largest
Shareholders
Group(1)
0.0001% 3.4916% 2.0139% 0.0001% 1.3629% 1.3538% 0.5341% 6.2157% 4.8074% 0.6303%
LAV USD Shanghai
Liyi
6.9461%
GIC(4)
5.9719%4.7721%
Loyal Valley
Capital(3)
5.6902%
Other Pre-IPO
Investors(5)
32.3384%
Other investors
taking part in the
Global Offering
13.5887%
Alebund Biotech
USA Inc.
(USA)
Shanghai Alebund
(PRC)
Alebund Shanghai
(PRC)
Alebund Yangzhou
(PRC)
Alebund Pharmaceuticals
(Yangzhou) Co., Ltd. (ᓿԞ
ᖹุ(౮ψ)ʮ̡)
(PRC)
100%
Shanghai Alezyme
(PRC)
Shanghai Lichu
Pharmaceuticals Ltd. (ɪऎ
ʮ̡)
(PRC)
100% 100%
100% 100% 100%
Tencent(2)
10.2828%
Notes: For notes (1), see “— Corporate Structure Immediately before Completion of the Global Offering” above. For the Unlisted Shares and H Shares held by eac h of the Shareholders, please see “— Capitalization” above.
(2) Tencent refers to Guangxi Tencent, Perfect Ten and Huang River Investment Limited. Guangxi Tencent and Perfect Ten are our Pre-IPO Investors and P erfect Ten and Huang River Investment Limited will participate in the Global Offering as
cornerstone investors. See section “— Pre-IPO Investments — Information about our Pre-IPO Investors” and “— Capitalization” above and section head ed “Cornerstone Investors” in this Prospectus for details.
(3) Loyal V alley Capital is our Sophisticated Investor and refers to Loyal V alley Fund III, Shanghai Tanying, Shanghai Jishi Lemei, Golden V alley V al ue Select Master Fund and Golden V alley Global Limited. Loyal V alley Fund III, Shanghai Tanying,
Shanghai Jishi Lemei are our Pre-IPO Investors and Loyal V alley Fund III, Golden V alley V alue Select Master Fund and Golden V alley Global Limited will participate in the Global Offering as cornerstone investors. See section “— Pre-IPO
Investments — Information about our Pre-IPO Investors” and “— Capitalization” above and section headed “Cornerstone Investors” in this Prospectus for details.
(4) GIC refers to Cliff Investment Pte. Ltd. and GIC Private Limited. Cliff Investment Pte. Ltd. is our Pre-IPO Investor and GIC Private Limited will pa rticipate in the Global Offering as a cornerstone investor. See section “— Pre-IPO Investments
— Information about our Pre-IPO Investors” and “— Capitalization” above and section headed “Cornerstone Investors” in this Prospectus for details.
(5) SymBiosis II, LLC, an existing Shareholder, will also participate in the Global Offering as a cornerstone investor. See section “— Pre-IPO Invest ments — Information about our Pre-IPO Investors” and “— Capitalization” and section headed
“Cornerstone Investors” in this Prospectus for details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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OVERVIEW
We are a biopharmaceutical company with the broadest drug candidates in terms of renal
indication coverage globally, according to CIC. Our product portfolio in clinical and preclinical
stages consists of one Core Product AP301 and six other product candidates, including one
late-clinical-stage product candidate AP306, one early-clinical-stage product candidate (AP303),
and four preclinical product candidates (AP308, AP304, AP305, and AP307) as of the Latest
Practicable Date.
Our sole Core Product, AP301 (full global rights acquired from Vidasym in 2021), is classified
as a Class 1 new chemical drug in China. AP301 is a phosphate binder for the treatment of
hyperphosphatemia, one of the most prevalent complications of CKD with large medical needs, in
CKD patients receiving dialysis. AP301 completed a China registrational Phase III trial with
near-term NDA submission expected and is currently undergoing a global Phase III pivotal MRCT
in the U.S. and China. AP301 and AP306 were in-licensed from third parties, and our remaining
product candidates are self-discovered and self-developed.
We run a dedicated team aiming to deliver quality products. We target the largest renal
indications globally with differentiated and effective therapeutics and achieve early PoC by striving
to satisfy global regulatory requirements with our preclinical and clinical evidence. Coupled with
our deep clinical know-how, this approach enables us to pursue simultaneous global development
and regulatory submission through MRCTs and to accelerate clinical development through
disciplined execution. We have built manufacturing facilities to support global expansion and
maximize commercial value by establishing in-house sales team in key markets and forming
strategic partnerships with leading players. Together, these efforts accelerate innovation and
delivery of renal therapeutics with broad applicability and impact. We also retain the exclusive
commercialization right of one commercialized product, Mircera
® in Chinese Mainland.
Our Pipeline
Providing renal therapies, we have implemented a pipeline strategy focusing on therapeutics
with reduced risks and differentiated mechanisms of action. As of the Latest Practicable Date, our
portfolio consisted of seven product candidates (including three clinical-stage product candidates)
and one commercialized product. Our Core Product, AP301, is a phosphate binder for the treatment
of hyperphosphatemia, one of the most prevalent complications of CKD with large unmet medical
needs. AP301 completed a China registrational Phase III trial with near-term NDA submission
expected (based on the result of China registrational Phase III trial) and is currently undergoing a
global pivotal Phase III MRCT in the U.S. and China. AP306 is a differentiated pan-phosphate
transporter inhibitor for hyperphosphatemia in CKD patients receiving dialysis that we acquired
from Chugai and received BTD from the NMPA. AP303 is a differentiated disease-modifying agent
to delay or halt the disease progression in patients of ADPKD, IgAN, DKD and FSGS, which are
all subtypes of CKD, and received the FDA ODD for ADPKD. AP308 is a differentiated engineered
recombinant IgA protease aiming for functional cure of IgAN that we licensed from PUFH.
Mircera
®, developed by Roche, is an effective EPO approved for the treatment of anemia in CKD
patients. We retain exclusive commercialization rights of Mircera ® in Chinese Mainland. All of our
products are designed as first-line treatment in CKD patients. The diagram below summarizes the
development status of our portfolio as of the Latest Practicable Date.
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Commercial RightsSourceUpcoming Milestones(5)Trial
Location
Regulatory
Authority(ies)NDAPhase IIIPhase IIPhase IPreclinical /
IND-Enabling
Indications /
Line of TreatmentCategory(2)MoA(1)Program
Global^Acquired
(Vidasym)
China NDA submission in June 2026China NMPA
Hyperphosphatemia in
DD-CKD patients / 1LChemical DrugPhosphate BinderAP301
Global Phase III MRCT completion expected
in Q2 2027(6)
NDA submission in Q3 2027
U.S. FDA
Greater China
(Alebund)
Ex-China
(R1 Therapeutics)(11)†
In- licensed
(Chugai)
Global Phase IIb MRCT completion
expected in Q2 2027(7)
U.S. FDA
China NMPA
Hyperphosphatemia in
DD-CKD patients / 1LChemical Drug
Pan-phosphate
Transporter
Inhibitor
AP306
GlobalSelf-developed
A basket Phase II trial for DKD and IgAN
patients with high proteinuria is expected to
be initiated in Q3 2026
(8)
Additional Phase II trials for ADPKD and
FSGS are expected to be initiated in Q4
2026 and Q1 2027, respectively
U.S. FDA
China NMPA(4)
DKD with high
proteinuria / 1L
Chemical DrugDual PPAR
AgonistAP303
U.S. FDA
China NMPA
(4)
IgAN with high
proteinuria / 1L
U.S. FDA
China NMPA
EU EMA(4)
FSGS / 1L
U.S. FDA
China NMPA
EU EMA(4)
ADPKD / 1L
GlobalCollaboration(10)
(PUFH)
IND submission and Phase I initiation
expected in Q3 2026
Phase I completion expected in Q2 2027
U.S. FDA
China NMPAIgAN / 1LBiologicsIgA ProteaseAP308
GlobalSelf-developedIND submission in 2027//AKI & AIS / 1LBiologicsSerine ProteaseAP304
GlobalSelf-developedIND submission in 2027//IgAN & others / 1LChemical DrugCFB InhibitorAP305
GlobalSelf-developed/
(9)//MPGN / 1LChemical DrugComplement
Pathway InhibitorAP307
U.S. FDA Orphan Drug
Designation
China NMPA Breakthrough
Therapy Designation
Core Product
Completed China PhIII in June 2025
Enrollment for global PhIII MRCT completed in May 2026
IND cleared for US + CN PhII
IND cleared for US + CN PhII
CN + EU +AU PhII MRCT planned(3)
CN + EU +AU PhII MRCT planned(3)
Initiated global PhIIb MRCT in May 2026
Notes: Abbreviations: MoA = Mechanism of Action, IND = Investigational New Drug, NDA = New Drug Application, DD-CKD = Dialysis-dependent Chronic Kidney Dis ease, NMPA = National Medical Products Administration of the PRC, FDA = U.S.
Food and Drug Administration, MRCT = Multi-Regional Clinical Trial, PPAR = Peroxisome Proliferator-activated Receptor, DKD = Diabetic Kidney Dise ase, IgA = Immunoglobulin A, IgAN = IgA Nephropathy, FSGS = Focal Segmental
Glomerulosclerosis, EMA = European Medicines Agency, ADPKD = Autosomal Dominant Polycystic Kidney Disease, AKI = Acute Kidney Injury, AIS = Acute Is chemic Stroke, CFB = Complement Factor B, MPGN = Membranoproliferative
Glomerulonephritis
(1) All of Alebund’s products / product candidates are orally administered, except for AP308 and AP304 (intravenous or subcutaneous) and AP601 (subc utaneous); (2) All of Alebund’s products / product candidates are first line therapies and Class
1 New Drugs, except for AP601 which is an Original Imported Drug; (3) Phase II trial planned, Phase II IND approval granted by the NMPA, and IND applicati on for the Phase II trial planned to be submitted to EU EMA and Australia TGA in
the third quarter of 2026; (4) Phase I trials for AP303 were conducted in China and Australia, and upcoming Phase II trials will be conducted in the U.S. a nd China for DKD and IgAN with high proteinuria, and in China, Europe, and Australia
for FSGS and ADPKD; (5) Alebund acts as sponsor for all ongoing and planned clinical trials of its product candidates; (6) The FDA ’s grant of IND clearan ce for the Phase III MRCT was based on the results of the Phase II clinical trial of AP301
in China and the Phase I clinical trial of AP301 in Australia; (7) Alebund plans to leverage AP306’s global Phase IIb MRCT data to directly support China NDA submission, potentially eliminating the need for a separate China Phase III trial; (8)
Pharmacokinetic bridging studies demonstrated no ethnic differences, and Phase Ib data confirmed AP303’s renal hemodynamic effect, supporting th e initiation of an exploratory Phase II study directly in the patient population; (9) IND application
date not yet confirmed; (10) AP308 is internally engineered by Alebund based on a prototype licensed from PUFH; (11) Alebund directly owns the rights o f AP306 in Chinese Mainland, Hong Kong, Macau and Taiwan. Alebund owns the ex-China
rights through its joint venture R1 Therapeutics
^ Alebund has partnered with Vidasym and obtained the full China and global rights relating to AP301 in 2018 and 2021, respectively, with no future roya lty obligations from Vidasym via a series of transactions (low double digit million of U.S. dollars
paid in total)
† Alebund has partnered with Chugai and has the exclusive right to develop, manufacture, and commercialize AP306 (formerly EOS789) globally. Under t he agreement, Chugai is entitled to receive an upfront license payment and milestone payments
up to a single-digit millions of U.S. dollars based on achievement of certain predetermined milestones relating to regulatory approval and commerci al sales, with additional royalty payments linked to annual net sales of AP306 after its expected
launch
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Chronic Kidney Disease Complications Treatment Portfolio
We have developed a synergistic portfolio addressing the most prevalent and critical
complications of CKD, in particular hyperphosphatemia and anemia, creating a near-term
commercial foundation.
AP301
AP301, our Core Product, stands out due to its consistent phosphate-lowering capacity and
safety profile. In the Phase III clinical trial, AP301 reduced the serum phosphorus level by 2.22
mg/dL in CKD patients receiving maintenance dialysis with hyperphosphatemia, compared to 2.17
mg/dL for sevelamer carbonate at week 12. Moreover, AP301 achieved a higher serum phosphate
response rate in the AP301 arm (66.7%) compared to the sevelamer carbonate arm (58.6%) at Week
52, suggesting its long-term therapeutic effect. Importantly, AP301 does not release or allow
systemic absorption of iron, as the iron is irreversibly bound by the acacia scaffold. The most
common AEs were GI disorders, mainly diarrhea, which were resolved without intervention.
Together with AP306 and Mircera
®, AP301 forms a synergistic portfolio that addresses key CKD
complications.
AP306
In our completed Phase II trial, AP306 demonstrated a mean serum phosphate reduction of
2.51 mg/dL, with nearly 95% of patients had their serum phosphate levels controlled at less than
5.5 mg/dL by Week 7-8. This outperforms classic binders like Sevelamer, which brought around
50% of patients to the serum phosphate level at less than 5.5 mg/dL by Week 7-8 in the same clinical
trial. Also, AP306 was able to lower the average serum phosphate level to between 3.5 and 4.5
mg/dL, a target few phosphate binder can reach. In the same Phase II trial, the most common AEs
were GI disorders, mainly diarrhea. The discontinuation rate due to AEs was less than 5%.
Moreover, AP306 significantly reduces pill burden, requiring only 2-3 small tablets, a significant
contrast to 6-12 tablets daily typically needed for traditional phosphate binders. We and R1 initiated
a Phase IIb MRCT of AP306 in May 2026 in the U.S. and China and expect to complete the trial
in the second quarter of 2027.
Mircera
®
Mircera ® is a proven commercial anchor for renal anemia solution. Mircera ® stimulates
erythropoiesis by interacting with the erythropoietin receptor on progenitor cells in the bone
marrow, thereby helping the patients reach the target hemoglobin (“ Hb”) level of 110g/L. Mircera
®
can maintain a stable Hb level with a favorable safety profile, and it is the first-line recommended
medication by global anemia treatment guidelines. We are commercializing Mircera ® in China to
establish a scalable renal dedicated sales team and distribution channel. By building direct
relationships and distribution channels with hospitals through Mircera
®, we aim to create an
infrastructure that supports market access and medical education across nephrologists, physicians
and hospitals. This commercial infrastructure is designed to synergize with our future renal
therapeutics, accelerating subsequent launches and enabling efficient portfolio promotion. As of the
Latest Practicable Date, Mircera
® was listed in over 300 hospitals in China.
CKD Disease-Modifying Portfolio
We have also developed a pipeline for CKD treatment aimed at significantly slowing or
halting CKD progression, positioning us to drive a paradigm shift in overall CKD treatment.
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AP303
As a dual PPAR agonist, AP303 is designed to deliver broad renal protection across a wide
spectrum of high-value indications, including among others, DKD, IgAN, ADPKD and FSGS. In the
completed Phase I trials in Australia and China, AP303 was safe and well tolerated in healthy
volunteers and there was clear and robust dose-related PD signal. We completed Phase Ib study in
DKD patients in China in September 2025 and have received positive feedback and clear guidance
from the FDA and the NMPA for all indications in the pre-IND communication regarding Phase II
MRCTs in U.S. and China with respect to DKD, IgAN, ADPKD, and FSGS. A basket Phase II
clinical trial targeting DKD and IgAN patients with high proteinuria is expected to be initiated in
the third quarter of 2026. Two additional Phase II trials, targeting ADPKD and FSGS, are expected
to be initiated in the fourth quarter of 2026 and the first quarter of 2027, respectively.
AP308
AP308 acts as “molecular scissors” to remove the IgA and IgA complex in circulatory system
as well as IgA complex deposited in the kidneys, directly targeting the underlying pathology of
IgAN. This mechanism represents a differentiated approach to treating IgAN. We expect to obtain
IND clearance and enter clinical development stage in China and the U.S. in the third quarter of
2026.
Our Market Opportunity — Renal, A Vast but Underserved Market
According to CIC, the global burden of CKD represents one of the most critical unmet medical
needs of our time, affecting 802.2 million individuals globally in 2025 and ranking third among
global chronic diseases in 2025. China has the largest prevalence of CKD with approximately 123.8
million patients in 2025. 5-10% of CKD patients progress to ESRD within five years regardless of
the treatment they receive, where their life quality is significantly limited due to the need for either
renal replacement therapy or transplantation, placing substantial burden on patients and their
families. The global CKD market is expected to grow from US$244.0 billion in 2025 to US$503.9
billion in 2035, representing substantial market potential.
Within the CKD market, hyperphosphatemia is one of the most common CKD complications.
Its global prevalence steadily increased in the past four years to approximately 81.3 million patients
in 2025. The prevalence of hyperphosphatemia in China reached 9.3 million in 2025, accounting for
11.4% of total hyperphosphatemia patients globally. Moreover, the incidence of hyperphosphatemia
increases significantly with the progression of CKD. Almost all ESRD patients undergoing dialysis
require phosphate-lowering therapy. However, despite the widespread use of phosphate binders,
76% and 52% of dialysis patients in China and U.S., respectively, suffer from an uncontrolled serum
phosphorus level. Also, existing phosphate binders generally suffer from frequent GI side effects,
high pill burden, systemic absorption and negative impact on normal physiological functions. As a
result, the clinical adoption of phosphate binders remains at a low level. For details regarding the
MOA of different types of phosphate binders, please refer to “Industry Overview — Overview Of
Hyperphosphatemia Market.” The dialysis population in China reached 1.3 million in 2025 and is
projected to expand rapidly to 3.4 million patients in 2035, representing a CAGR of 10.1%. This
rapid growth, combined with the large patient group of uncontrolled hyperphosphatemia, highlights
a substantial and expanding market opportunity for phosphate management solutions.
The vast unmet medical demands highlight the critical need for therapeutics that can
significantly delay or halt CKD progression. However, over the past two decades, few innovative
renal therapeutics were approved. The failure of certain large, global Phase III trials prompted many
multinational companies to withdraw investments in innovative renal therapeutics. In 2019, the
FDA accepted proteinuria reduction as the surrogate endpoint for approvals in IgAN. This marked
a revitalization of renal R&D, drawing many multinational companies back to the field. The number
of newly initiated clinical pipelines in CKD drug development globally has been rapidly increasing
since 2019, reaching 86 new clinical pipelines in total in 2025, more than double of that in 2019.
The revitalization of renal R&D is also evidenced by the growing momentum of global M&A and
licensing transactions focused on renal disease therapeutics. As of December 31, 2025, the top 10
transactions in renal therapeutics with multinational companies since 2020 had amounted to an
aggregate of US$85.4 billion. In this regulatory and market backdrop, the renal therapeutics
industry is well positioned for substantial growth in the years to come.
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Nevertheless, the renal therapeutics reaching the market remain limited, underscoring the high
development challenge and significant entry barriers. Successful development demands a clear,
comprehensive understanding of renal diseases and unmet medical needs. Renal therapeutics that
offer efficacy, safety and reduced medical burden covering the full spectrum of renal diseases will
lead the future market.
To address these profound unmet needs, we are building a differentiated and effective
portfolio targeting renal disease: We have established a comprehensive portfolio of drug candidates
for CKD complication treatment to address its most prevalent complications and secure a near-term
commercial foundation. Concurrently, we are advancing a pipeline for CKD treatment aimed at
slowing or halting disease progression. For details, see “— Our Product Pipeline.” With a portfolio
that offers efficacy, safety and better patient compliance, we aim to address various medical needs.
OUR STRENGTHS
A Biopharmaceutical Company Focused on Advancing Therapies in Renal Care
We are a renal focused biopharmaceutical company with the broadest drug candidates in terms
of renal indication coverage globally, according to CIC. We focus on innovation in renal
therapeutics to address a broad spectrum of renal diseases for patients worldwide, aiming to
establish new standard of care and address major clinical gaps in the current renal therapeutics. We
have, since our inception, developed vertically integrated capabilities, spanning across research and
development, manufacturing and commercialization. By capturing the entire value chain, these
capabilities enable us to reduce reliance on external partners, mitigate potential supply chain risks
and ensure faster, and more tailored commercialization of renal therapeutics in China’s evolving
CKD market.
Research and Development Capabilities
Our research and development capabilities enable us to build a pipeline targeting unmet needs,
prioritizing differentiated and effective therapeutics. This strategy drives leadership in
hyperphosphatemia with AP301 and AP306 and expands access in renal anemia via Mircera
®,
translating unmet need into patient impact and market leadership. In addition, we are able to
identify high-impact targets by dissecting complex disease pathology, and then design molecules
with unparalleled precision. This capability spans small and large molecules (e.g., dual PPAR
agonist AP303 and re-engineered IgA-targeting protease AP308) and bridges academic concepts to
viable drug candidates with distinct advantage. AP306’s BTD from the NMPA and AP303’s ODD
from the FDA for ADPKD underscore our commitment to delivering differentiated renal
therapeutics to patients worldwide.
Our research and development capabilities also enable us to excel in pipeline progression that
combines study design, operational efficiency, disciplined cross-region execution and effective
regulatory communication. Regarding study design, the planned AP308 Phase Ib study incorporates
specific markers to rapidly generate PoC data; regarding operational efficiency, in China, AP301’s
pivotal Phase III enrolled 474 participants across 50 centers in nine months, and AP306 progressed
from IND clearance to first patient enrollment in three months; regarding cross-region execution,
we coordinate studies in the U.S. and China — AP301’s Phase III MRCT and AP306’s Phase IIb
MRCT are enrolling in both regions — to address regional requirements in parallel; and regarding
regulatory communication, we engage early, constructive dialogues with regulatory authorities to
accelerate paths to approval, and notably, the FDA accepted a single global Phase III MRCT for
AP301’s U.S. registration, streamlining development.
Manufacturing Capabilities
We have completed the construction of a facility in Y angzhou, supporting commercial-scale
production of both drug substance and drug product for our product candidates at the same site. The
designed annual capacity will reach approximately 200 metric tons for AP301. Civil construction
has been completed with built-in scalability reserved for future production needs of AP306 and
other portfolio programs. Our self-owned manufacturing infrastructure brings the following
advantages.
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Supply Chain Reliability : For high-volume, lifelong therapeutics such as phosphate binders,
CDMOs often cannot scale to the volumes required to meet market demand with reasonable supply
price given the dedicated production lines and complexity of manufacturing procedures. Our
in-house manufacturing ensures stable supply quality and quantity with pricing flexibility, which is
critical for patient access.
Pricing Flexibility . In-house manufacturing enables us to tightly monitor materials as well as
manufacturing costs. This cost advantage translates into higher margins and a clear competitive
edge in terms of pricing flexibility in the hyperphosphatemia drug market.
Quality Control & Compliance . Direct oversight ensures stringent quality control throughout
the manufacturing process. Our internal quality system is designed to meet global standards,
ensuring consistent product quality.
Commercialization Capabilities
We have built a strong in-house sales team to maximize the value of our portfolio in China,
while actively pursuing strategic partnerships with influential players to support successful global
commercialization at the same time.
Recognizing the unique structure of China’s renal market — where diagnosis and treatment
are centralized in hospital nephrology departments — we are establishing our own in-house sales
team that engages physicians, nephrologists and hospitals directly. We focus on “scientific-driven
promotion” as a core competitive edge in commercialization. This involves academic engagement,
tailored scientific discussions with physicians, and participation in medical conferences, designed
to build trust and differentiate our therapeutics. This approach ensures our breakthroughs are
understood and adopted. Our experienced team of 37 professionals as of December 31, 2025 has
demonstrated strong market insight and execution, as evidenced by the successful launch of
Mircera
® in China. Mircera ® was included in the 2023 NRDL and was listed in over 300 hospitals
as of the Latest Practicable Date.
Building an in-house, renal-dedicated sales team in China creates powerful synergies: it aligns
our broad CKD pipeline with unified nephrology sales and distribution networks, concentrates
promotional efforts within the same hospital nephrology departments, and maximizes
commercialization efficiency. By launching and scaling Mircera
® first, we recruited and trained a
high-performing team, strengthened relationships with physicians, hospitals, and payors, expanded
market access and distribution, and could then leverage this backbone to accelerate sales and
maximize impact for subsequent commercialization of our renal portfolio.
In wider global markets, we will actively explore partnerships to advance commercialization
of our existing pipeline in select markets with differentiated strategies tailored for each market. For
instance, unlike China, patients in U.S. receive dialysis in specialized dialysis centers, which often
operate independently from hospitals. We will pursue a focused U.S. commercialization strategy by
partnering with leading dialysis center chains to build deep collaborations and rapidly, cost-
effectively reach patients receiving dialysis. For other global regions, depending on the commercial
policies and target patient behaviors in the region, we intend to advance commercialization through
partnerships with local healthcare institutions.
A Portfolio of Differentiated and Effective Therapeutics in CKD Complications Treatment
with High Commercialization Prospects
AP301 Stands as a Foundational Therapy in Hyperphosphatemia
AP301 is poised to become the new foundational therapy in hyperphosphatemia. It stands out
with its consistent efficacy and safety. Key clinical progress and validation for AP301 underscore
an accelerated path to approval and launch with reduced risk. We successfully completed the
registrational Phase III trial in China confirming its consistent efficacy and safety profile. This
pivotal achievement showcased our execution capability. Building on the results of our clinical
studies, we reached an agreement with the FDA such that only one pivotal study is required for U.S.
approval, reducing the requirement to a single additional global Phase III MRCT. That MRCT is
already underway and is expected to enroll 264 patients and being conducted across the U.S. and
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China. This transpacific trial design not only minimizes costs but significantly expedite the overall
timeline and maximize our time-to-market advantage globally. Beyond dialysis patients, we will
also explore clinical development of AP301 on serum phosphorous control in non-dialysis
dependent patients with hyperphosphatemia.
AP306 Stands as the Breakthrough Therapy Reshaping Phosphate Control with a Differentiated
Mechanism
AP306 is the first and only orally administered inhibitor targeting all three key intestinal
phosphate transporters: phosphate transporter type IIb (“NaPi-IIb”), phosphate transporter-1
(“PiT-1”), and phosphate transporter-2 (“PiT-2”). Unlike existing binders that physically trap
phosphate in the gut lumen, AP306 functions as a biological “valve” — it directly and vastly blocks
the cellular pathways of active phosphate absorption. This differentiated mechanism offers a more
efficient and effective approach to phosphate control, representing a paradigm shift in
hyperphosphatemia treatment. By inhibiting the absorption itself, AP306 achieves deep and durable
phosphate control, especially beneficial for patients whose hyperphosphatemia remains
uncontrolled despite heavy use of binders.
Mircera
® (AP601), The Proven Commercial Anchor As A Long-Acting Agent For Renal Anemia
Solution
Mircera ® is a strategic pillar of our portfolio addressing CKD complication treatment,
establishing us as a key player in treating anemia in China. Mircera ® is a preferred treatment due
to its convenience and more stable efficacy. Its key advantage lies in providing exceptionally stable
erythropoiesis. Unlike short-acting agents that cause significant peaks and troughs in hemoglobin
levels, Mircera
®’s advanced molecular structure ensures a continuous and steady stimulation of red
blood cell production, leading to more consistent anemia control and potentially reducing the risk
of cardiovascular complications associated with hemoglobin variability. Furthermore, Mircera
®
transforms the patient experience by significantly extending the dosing schedule to once monthly,
a major improvement over competitors that require injections three times per week. This reduction
in treatment burden enhances patient quality of life and adherence, and lowers the operational
burden on healthcare providers, cementing Mircera
®’s position as the preferred standard of care for
anemia.
Expanded Portfolio of CKD Treatment Paves Way for Sustainable Growth
AP303 — A Differentiated Disease-Modifying Agent to Halt the Progression of CKD
AP303 is designed to deliver broad renal protection across a spectrum of high-value
indications, including, DKD, IgAN, ADPKD, and FSGS. Current therapeutic options only slightly
slow disease progression, leaving a huge unmet medical need for disease-modifying agents that can
further delay or halt kidney function decline. AP303 is an orally administered, dual PPAR agonist.
With its differentiated and unique MOA, AP303 may achieve synergistic effects when used in
combination with other renal disease treatments. For instance, AP303 may synergize with GLP-1R
agonists or SGLT2 inhibitors to achieve greater renal protection.
AP308 — A Differentiated Engineered Recombinant IgA Protease Aiming for Functional Cure
for IgAN
Unlike current and emerging IgAN therapeutics that focus on modulating the immune
response (e.g., through B-cell modulation by APRIL or APRIL/BAFF) in slowing down new
deposits, AP308 acts as a “molecular scissor” to directly remove the existing, disease-causing
immune complexes from the kidney’s mesangium. In our PD models, AP308 was observed to
directly act on the kidney and cleave the IgA complexes and C3 deposits, confirming its highly
direct mechanism of action. Based on its direct-acting mechanism, AP308 is projected to deliver a
therapeutic effect that is both faster and deeper than any existing or pipeline therapy for IgAN. Our
internal assessment, based on early observations, is to achieve an approximately 80-90% reduction
in proteinuria within four weeks of treatment. This stands in contrast to current therapeutics and
drug candidates, which typically achieve a 30-50% reduction over six to nine months.
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Experienced Leadership Team with a Proven Track Record and Expertise in Renal Disease
Drug Innovation
We have formed a leadership team with deep expertise across the biopharmaceutical value
chain and an unwavering focus on kidney disease — a hard-to-replicate talent pool. With decades
of experience at leading global pharmaceutical and biotechnology companies, our experts span the
full continuum from discovery, research and development to regulatory approval, manufacturing
and commercialization, combining unmatched scientific insight, clinical acumen, regulatory
intelligence, manufacturing experience, and go-to-market execution.
Dr. Gavin Xia, our chief executive officer and co-founder, and Dr. Huading Zhang, our chief
operating officer, bring decades of experience in healthcare, investments and pharmaceutical
industry. Dr. Gavin Xia is a seasoned entrepreneur and venture capitalist with over 15 years in
healthcare. Dr. Zhang brings over 15 years of experience across Pfizer, Roche, Baxter, and Amgen
and integrates our operations from discovery to commercialization. Together, their strategic
foresight, ability to translate scientific innovation into operational excellence, and decisive
leadership skills continue to propel our growth and cement our strong position in renal therapeutics.
We place great importance on building our research and development capabilities. Jin Tian,
M.D., our chief medical officer and co-founder, is a board-certified nephrologist with over 15 years
of clinical practice, bringing a rare patient-centric perspective that has shaped our clinical strategy
and real-world relevance. He led the development and approval of Mircera
® in China while at
Roche and led early clinical development of AP301. Dr. Shen Xiao, our chief scientific officer, also
a nephrologist by training, spent over 20 years at the FDA in nephrology and cardiology, providing
unparalleled regulatory insight and ensuring our global R&D strategy is aligned with regulatory
expectations. Dr. Shu Chutian, our chief technology officer, brings over 15 years of CMC expertise
from Boehringer Ingelheim, Novartis, and startups, with blockbuster drug experience that underpins
our manufacturing capabilities. Under his leadership, our Y angzhou facility enables efficient,
scalable production of our current and future portfolio.
Our other executive team members also possess industry experience that is pivotal in
supporting our rapid and efficient operations. Mr. Feng Jun, our head of commercialization, has
over 25 years in sales leadership experience at Novartis, AstraZeneca, Sandoz, and Fresenius Kabi,
giving him deep insight into renal market dynamics, KOL engagement, distribution, and patient
access. Ms. Y un Wang, our chief of staff, brings over 15 years of experience in multinational
healthcare companies specializing in organizational development, talent management, and
compensation strategy. Her leadership cultivates a high-performing team and ensures the stability
and efficiency of our capabilities, across research and development, manufacturing, and
commercialization functions.
Beyond our core management, our strategic direction and scientific rigor are strengthened by
our experienced scientific advisery board. This highly distinguished panel comprises globally
recognized experts and KOLs across the full spectrum of nephrology. Our scientific advisery board
brings unparalleled influence across CKD indications and complications, and the global standards
that guide clinical and regulatory development. Collectively, they lead and author cornerstone
guidelines (including KDIGO CKD-MBD), shape the FDA and other regulatory policy (persuading
the FDA to use proteinuria as a surrogate endpoint in IgAN), and have designed and executed
landmark trials across DKD, IgAN, ADPKD and other CKD. They sit on steering committees of
major international trials and research organizations, review and edit for top journals such as NEJM,
JAMA, JASN, and AJKD, and advise leading nephrology societies and foundations.
OUR STRATEGIES
Expand R&D Capabilities and Accelerate Clinical Development of Existing Pipeline Globally
We are focused on developing differentiated and effective therapeutics. We will continue to
strengthen our R&D capabilities to expand and deepen our pipeline. Our R&D engine has also
enabled close relationships and strategic partnerships with leading research institutions. Recently,
we established a joint laboratory with the Department of Nephrology at Peking University First
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Hospital, a global leader in renal disease research. This partnership facilitates shared access to
research resources, accelerates the translation of scientific discoveries into therapies, and,
importantly, grants us priority review rights to incorporate early discovery projects into our
proprietary R&D pipeline. Going forward, we plan to implement differentiated R&D strategies to
advance our product pipeline.
Advancing Clinical Development of AP301 and AP306 Towards Approval and Commercialization
AP301 and AP306 are currently in the most advanced clinical stages worldwide with
promising clinical profile. We will rapidly advance AP301 and AP306 towards regulatory approvals:
AP301 . We plan to engage in meetings with regulatory authorities, targeting the formal
submission of NDA to the NMPA in June 2026. We are conducting a global pivotal Phase III MRCT
in the U.S. and China and plan to submit NDA to the FDA in the third quarter of 2027. We are
actively preparing for regulatory communications with the EMA regarding registrational trials
design and may explore strategic collaborations with potential partners to advance clinical
registrations in the EU markets. In other global regions, we plan to leverage the potential FDA
approval and establish partnerships, such as forming joint ventures, with leading local healthcare
institutions to complete clinical registration of AP301 in select markets. We believe AP301 is on
track to obtain the NMPA approval in China in 2027 and the FDA approval in the U.S. in 2028,
while clinical development advances in parallel across the rest of the world. We also intend to
initiate registrational trials for hyperphosphatemia in non-dialysis CKD patients both in China and
globally.
AP306 . We and R1 initiated a Phase IIb MRCT in the U.S. and China in May 2026 and plan
to complete the trial by the second quarter of 2027, and to initiate global Phase III trials in 2027.
Outside of China, we have formed joint ventures with qualified business partners with established
market presence and industry know-how to advance clinical development and registration of AP306
in select markets. We also intend to initiate registrational trials for hyperphosphatemia in
non-dialysis CKD patients both in China and globally, to fully capture the market opportunities
across life cycle of renal disease patients who have developed hyperphosphatemia.
Expanding Expertise in Major CKD Indications to Drive Global Renal Innovation
We will accelerate the delivery of our therapeutics to patients across broader CKD indications.
AP303 . We have received positive feedback and clear guidance from the FDA and the NMPA
regarding three Phase II studies in DKD/IgAN basket trial, ADPKD, and FSGS. We expect to
initiate the first Phase II basket MRCT for DKD and lgAN patients with high proteinuria in the third
quarter of 2026.
AP308 . We expect to obtain IND clearance and enter clinical development stage in the third
quarter of 2026.
We will also advance the development of multiple preclinical renal drug candidates, including
AP304, AP305 and AP307, into clinical stage.
Expedite Entry into Markets with Tailored Commercialization Strategies for Our Portfolio
In China, as we advance AP301 and AP306 towards regulatory approvals and
commercialization, we plan to methodically expand our marketing team to accelerate penetration
into leading hospitals in major cities in China that have strong nephrology presence and medical
capabilities. Given the interdisciplinary nature of renal diseases, patients are concentrated in
comprehensive hospitals in China. By concentrating on the nephrology department within a target
hospital, we expect to maximize the sales force efficiency. For broader expansion into other
lower-tier markets, we may pursue a capital-efficient strategy via partnerships with CSOs. Given
AP301’s more advanced stage of development relative to AP306, our near-term commercialization
strategy will prioritize bringing AP301 to market in China.
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In wider global markets, we will actively explore partnerships to advance commercialization
of our existing pipeline in select markets with differentiated strategies tailored for each market. For
instance, the majority of the ESRD patients in the U.S. will receive dialysis treatment in the dialysis
centers managed by leading chain operators. Hence, we will partner with leading dialysis center
chains to build deep collaborations in the U.S. and rapidly, cost-effectively reach patients receiving
dialysis. For other global regions, depending on the commercial policies and target patient
behaviors in the region, we intend to advance commercialization through partnerships with local
healthcare institutions.
As for AP306 and other pipeline drugs that expect regulatory approvals at a later stage, we
will fully leverage on the sales channels and promotional advantages established by the
commercialization of AP301. Meanwhile, we will proactively explore commercialization
opportunities through a range of partnership models, including JV , CSO, and out-licensing.
Enhance Our Manufacturing Capabilities towards A Full-fledged Biopharmaceutical
Company
We have established and are ready to scale up our in-house manufacturing capacity to ensure
sufficient production capacity to meet global market demand, enhance cost control and maintain
pricing flexibility, as well as exert better oversight of production quality.
AP301 : Production capacity is critical to the successful commercialization of AP301, given
the complexity of manufacturing procedure of the molecule. The phase I construction of Y angzhou
facility has been completed. It is currently in the phase of pilot-scale production and scale-up
preparation. It is expected to commence operation in the fourth quarter of 2028. We may also scale
up the capacity by establishing and upgrading production lines in the future, to accommodate the
growing demand as AP301 continues to be commercialized in the global markets.
AP306 and other pipeline drugs : Civil construction has been completed with built-in
scalability reserved for future production needs of AP306 and other drugs. Subsequent production
capacity planning and investment will be determined based on the global phase II clinical trials
results of AP306 as well as market demand. We will also actively consider further expanding
capacity for other pipeline products in the future in coordination with their clinical development
plans.
We plan to expand our production and quality control team by primarily recruiting team
members with GMP industrial production experience, as well as personnel with quality control and
assurance experience. We will also formulate comprehensive supply chain management system and
quality control system to maintain high production efficiency, reliability and consistency as well as
to exercise control over the whole manufacturing process from raw material procurement and
monitoring, rigorous quality checks to final product delivery.
Proactively Explore Value Accretive Partnerships and Alliances
We plan to explore in-licensing opportunity of the best renal therapeutics across different
development stages to achieve synergies with our existing portfolio and introduce these products
into the China market. Meanwhile we will continue to scout for differentiated and effective drug
candidates in broader CKD indications and complications. We will also proactively seek strategic
partners to jointly advance the clinical development and, ultimately, achieve commercial success in
major markets outside China such as the U.S. Depending on the clinical stage of each product, we
will actively evaluate different modes of external partnerships, including potential joint venture,
CSO or out-licensing arrangements, and find the most suitable approach tailored for each
partnership. We are currently exploring global commercial and development partnerships to
maximize the global market potential of AP301 and AP306.
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Scale up Our Organization by Attracting, Training and Retaining Talents Globally in the
Renal Therapeutic Fields and Expand Collaboration with Experts in Renal Care
We are committed to recruiting and retaining top talents globally in the renal therapeutic
research and discovery, clinical development, manufacturing and commercialization to
continuously enhance our capabilities. In addition, we will also offer systematic training and career
development programs for employees to continuously enhance their industry expertise, enabling
them to remain at the forefront of industry dynamics and trends. Meanwhile, we closely collaborate
with experts in the nephrology space. For example, our scientific advisery board brings together
expertise in the renal therapeutic fields.
OUR PRODUCT PIPELINE
AP301: Our Core Product, An Oral Phosphate Binder for the Treatment of
Hyperphosphatemia
Overview
Our Core Product AP301 is under clinical development for the treatment of
hyperphosphatemia, standing out due to its consistent phosphate-lowering capacity and safety
profile. We hold the global rights for the development, manufacture and commercialization of
AP301.
Mechanism of Action
The primary avenue of phosphate intake in human is through food and the primary avenue of
phosphate excretion is via urine. Many CKD patients (especially ESKD patients) require dialysis,
and due to their impaired renal function, excess phosphate cannot be excreted from urine and results
in elevated serum phosphorus level, known as hyperphosphatemia. There is an established
correlation between elevated serum phosphorus level and increased mortality risk.
AP301 is a complex consisting of acacia (a pharmaceutical-grade polysaccharide fiber) and
ferric oxyhydroxide, which is a chemical compound of iron. AP301 is developed using a precisely
controlled chemical process in which iron ions are irreversibly bound to functional fibers ( i.e.,
acacia) through chelation, a type of chemical bonding that enables the sequestration of specific
metal ions. This process transforms water-soluble acacia fibers into a structurally stable,
water-insoluble and high-density material. As a result of this design, AP301 is expected to maintain
its integrity throughout physiologically relevant pH values in the GI tract and may effectively bind
to and remove overage of phosphate in the GI tract in a targeted manner. The iron component in
AP301 can bind dietary phosphate in the GI tract to form ion phosphate, a salt with low solubility
in water (meaning it can easily form deposit in water). The resulting iron phosphate is further
retained within the acacia fiber matrix of AP301, which reduces the likelihood of phosphate being
released back into the GI tract for reabsorption. As such, the fixated ion phosphate can only leave
the GI tract in feces without affecting the balance of phosphorus in the renal failure patients. During
the discovery and development process of AP301, numerous polysaccharide and metal ion
combinations were evaluated to identify an optimal pairing of the two components for a phosphate
binder. Eventually, acacia was selected because it is a safe pharmaceutical-grade material with
unique structural properties, which ensures stable iron binding and maximal phosphate-binding
efficiency without systemic absorption.
In comparison, other types of phosphate binders, such as calcium-, lanthanum- and
previous-generation iron-based binders, work by binding to the phosphate in the GI tract to form
calcium phosphate, lanthanum phosphate and iron phosphate, which are all salts with low solubility
in water. However, these salts are not fixated in a stable medium (like the acacia in AP301). As such,
under certain conditions in the GI tract, such as changes in pH, part of the bound phosphate may
dissociate and become available for reabsorption, which may reduce overall phosphate-binding
efficiency.
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Market Opportunity and Competition
The global market of hyperphosphatemia drugs reached US$1.8 billion in 2025 and is
estimated to reach US$6.4 billion in 2035. The market of hyperphosphatemia drugs in China
reached RMB1.8 billion in 2025 and is estimated to reach RMB10.7 billion in 2035.
As of the Latest Practicable Date, there were seven drug types that include molecules
approved as phosphate lowering agents, namely tenapanor, ferric citrate, sucroferric oxyhydroxide,
bixalomer, lanthanum carbonate, sevelamer, and calcium-based phosphate binders. In the U.S.,
there were six drug types that include molecules approved as phosphate lowering agents, namely
tenapanor, ferric citrate, sucroferric oxyhydroxide, lanthanum carbonate, sevelamer, and calcium-
based phosphate binders. In China, there were six drug types that include molecules approved as
phosphate lowering agents, namely tenapanor, sucroferric oxyhydroxide, lanthanum carbonate,
sevelamer ferric citrate, and calcium-based phosphate binders.
As of the Latest Practicable Date, there were seven approved phosphate-lowering molecules,
including six approved non-calcium phosphate-lowering molecules for hyperphosphatemia
globally. As of the Latest Practicable Date, there were only two clinical-stage assets in pipeline for
hyperphosphatemia with active global trials, according to CIC. For more details, see “Industry
Overview — Overview of Hyperphosphatemia Market.”
Competitive Advantages
Consistent Phosphate-Lowering Capacity
AP301’s phosphate-binding activity remains potent throughout physiologically relevant pH
values in the GI tract. In a Phase II clinical trial in China, AP301 achieved a mean reduction in
serum phosphorus level in CKD patients receiving maintenance hemodialysis of 2.01 mg/dL after
a six-week dose titration. Moreover, AP301 achieved phosphate control with relatively low pill
weight of a median daily dose of approximately 5.11g.
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In the Phase III clinical trial, AP301 reduced the serum phosphorus level by 2.22 mg/dL in
CKD patients receiving maintenance dialysis with hyperphosphatemia, compared to 2.17 mg/dL for
sevelamer carbonate at week 12. Moreover, AP301 achieved persistent serum phosphate reduction
over 52 weeks, suggesting its long-term therapeutic effect. It also showed a higher serum phosphate
response rate in the AP301 arm (66.7%) compared to the sevelamer carbonate arm (58.6%) at Week
52, and with a lower mean daily dose exposure (6.52 g/day in AP301 versus 7.56 g/day in sevelamer
carbonate).
Safety Profile with Minimal GI Side Effects
AP301 delivers a consistent GI safety profile, effectively preventing bloating, constipation
and discomfort common with prior generations of phosphate binders, as evidenced by a pooled
patient TEAE related dropout rate of < 5%. Importantly, the body will not absorb the iron
component in AP301, as the iron is tightly bound by AP301’s acacia scaffold. Also, the volume of
AP301 remains stable and insoluble across the physiologically relevant pH range in the GI tract.
These properties effectively limit the iron absorption by the body from AP301. Moreover, compared
with Sevelamer, the volume of AP301 experiences lower expansion when exposed to the gastric
fluid present in the GI tract. This significantly reduces the incidence of GI adverse events such as
nausea, vomiting, constipation, and obstruction. Lastly, AP301 does not disrupt the body’s internal
balance regarding water and electrolyte. The safety profile of AP301 has received endorsement from
the FDA, which granted AP301 a waiver for a 2-year rodent carcinogenicity study noting a general
lack of systemic absorption from the gastro-intestinal tract with the majority of AP301 being
excreted in feces and the observation that AP301 did not induce pre-neoplastic changes in a
26-week rat toxicity study.
Convenience of Use
AP301 is orally administered in the capsule form, which is more convenient to swallow than
tablets. It is tasteless, odorless, and does not require chewing. Also, AP301’s high phosphate
binding capacity lowers the pill burden and thus improves patient compliance. Compared with
traditional phosphate binders, which require 7.5 to 14 grams of total mass for daily administration,
the needed daily dosage of AP301 is expected to be much lower. Moreover, AP301 enhances GI
motility, potentially alleviating constipation in the hyperphosphatemia patients.
Summary of Clinical Trials
The following sets forth an overview of the key clinical studies of AP301:
Study number Phase Study design Sites Subjects Status
Patient
enrollment
VDKDL001 /H1118/H1118/H1118I Evaluate the
tolerability, safety
and efficacy of
AP301
Australia End stage renal
disease patients
undergoing
hemodialysis
Completed 10 (Actual)
AP301-HP-01 /H1118/H1118II Evaluate the
tolerability, safety
and efficacy of
AP301 to treat
hyperphosphatemia
China CKD patients
receiving
maintenance
hemodialysis
Completed 158 (Actual)
AP301-HP-02 /H1118/H1118III Evaluate the efficacy
and safety of AP301
on serum phosphorus
control
China CKD patients
receiving
maintenance
dialysis (including
hemodialysis and
peritoneal dialysis)
with
hyperphosphatemia
Completed 474 (Actual)
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Study number Phase Study design Sites Subjects Status
Patient
enrollment
AP301-HP-03 /H1118/H1118III Evaluate the efficacy
and safety of AP301
on serum phosphorus
control
China and
the U.S.
CKD patients
receiving
maintenance
dialysis (including
hemodialysis and
peritoneal dialysis)
with
hyperphosphatemia
Ongoing 282 (Actual)
All dosage levels indicated in the trial design refer to the dosage of the active moiety of AP301
and comparator.
VDKDL001: A dose escalation Phase I clinical trial of AP301 to evaluate the tolerability, safety and
efficacy in end stage renal disease patients undergoing hemodialysis sponsored by Vidasym in
Australia
Overview . This was a single-arm, dose escalation Phase I clinical trial of AP301. Its objective
was to evaluate the tolerability, safety and efficacy of AP301 when given with meal for 8 weeks to
hemodialysis patients with hyperphosphatemia.
Trial design . The trial enrolled 10 subjects. AP301 was orally administered with meal for 8
weeks. The starting dose was 1.50 g per day, and the dose was elevated step wise from 1.50 g to
2.25 g, 4.50 g and 6.75 g per day based on the safety assessment and plasma phosphorus level every
2 weeks during the 8-week treatment period. The primary endpoint was plasma inorganic
phosphorus change from baseline to end of treatment.
Trial status . The trial was initiated in July 2015 and completed in June 2016. We acquired the
protocol and results of the Phase I clinical trial from Vidasym, pursuant to the 2018 Vidasym
Agreement.
Efficacy data . AP301 was demonstrated to be effective to hemodialysis patients with
hyperphosphatemia. A significant difference of plasma inorganic phosphorus was found between
baseline and end of treatment (p<0.0001), with a mean reduction of 2.40 mg/dL (95% CI: 1.68,
3.13).
Safety data . AP301 was demonstrated to be safe and well-tolerated to hemodialysis patients
with hyperphosphatemia. The overall incidence of TEAEs was 70%. The incidence of drug related
AEs was observed in 4 subjects (40%), which were mild or moderate in intensity. SAE occurred in
2 subjects. One subject died by SAE during the study. The investigators considered that all of the
SAEs had no relationship to AP301.
AP301-HP-01: A dose-escalation and dose-ranging Phase II clinical trial to evaluate the
tolerability, safety and efficacy of AP301 to treat hyperphosphatemia in CKD subjects receiving
maintenance hemodialysis sponsored by us in China.
Overview . This is a multi-center, open-label, two-part, active-controlled Phase II clinical trial
to evaluate the tolerability, safety and efficacy of various dosages of AP301 when given orally with
meal for 6 weeks to treat hyperphosphatemia in CKD subjects receiving maintenance hemodialysis.
The trial consisted of two parts. Part 1 was a single-arm, multicenter, open-label, dose-
escalation study to evaluate the tolerability and preliminary efficacy of AP301 for the treatment of
hyperphosphatemia in CKD patients receiving maintenance hemodialysis. The primary objective of
Part 1 was to assess the tolerability of escalating AP301 doses in patients. The secondary objectives
were to: assess the association between the dose of AP301 and the reduction of serum phosphorus;
assess the effects of AP301 on serum phosphorus, serum calcium, calcium phosphorus product and
intact parathyroid hormone levels during dose escalation.
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Part 2 was a multicenter, open-label, parallel-group, active-controlled, dose-ranging study to
assess the safety and efficacy of different fixed doses of AP301 for the treatment of
hyperphosphatemia in CKD patients receiving hemodialysis (including both hemodialysis and
hemodiafiltration). The primary objective of Part 2 was to assess the efficacy of different fixed
doses of AP301 in reducing serum phosphorus. The secondary objectives were to: assess the effects
of different doses of AP301 and sevelamer carbonate on serum P , serum phosphorus, serum calcium,
calcium phosphorus product and intact parathyroid hormone levels; assess the overall safety and
tolerability of AP301 in the subjects.
Trial status. We initiated the Phase II clinical trial in October 2020 and completed the trial in
April 2022.
Trial design . This trial enrolled 158 patients in total.
Part 1 enrolled 25 patients. All patients in Part 1 received a starting dosage of AP301 of 2.25
g/day. At the end of every two weeks, the dosage was escalated sequentially to 4.50 and 9.00 g/day
based on the safety assessment and serum phosphorus levels. The primary endpoint was change of
serum phosphorus from baseline to end of treatment in different fixed dose groups. The secondary
endpoint included: change in serum phosphorus levels over time from baseline to the end of
treatment; time to serum phosphorus response (defined as serum phosphorus level decreased at least
1 mg/dL and dropped below 5.5 mg/dL); proportion of subjects with serum phosphorus levels of
3.5-5.5 mmol/L at the end of treatment; change in serum calcium level from baseline to the end of
treatment; change in calcium phosphorus product from baseline to the end of treatment; change in
intact parathyroid hormone level from baseline to the end of treatment.
Part 2 enrolled 133 patients, which were randomized into the four experimental arms that
received various dosages of AP301 (1.50, 2.25, 4.50 or 6.75 g/day) and one active control arm that
received Sevelamer carbonate (4.80 g/day), an approved drug for hyperphosphatemia. The primary
endpoint was change of serum phosphorus from baseline to end of treatment in different fixed dose
groups. The secondary endpoint included: change in serum phosphorus levels over time from
baseline to the end of treatment; time to serum phosphorus response (defined as serum phosphorus
level decreased at least 1 mg/dL and dropped below 5.5 mg/dL); proportion of subjects with serum
phosphorus levels of 3.5-5.5 mmol/L at the end of treatment; change in serum calcium level from
baseline to the end of treatment; change in calcium phosphorus product from baseline to the end of
treatment; change in intact parathyroid hormone level from baseline to the end of treatment.
Inclusion criteria included: male or female aged 18 years and above; on a stable hemodialysis
treatment 3 times per week for more than 12 weeks before the screening and throughout the study
period; serum phosphorus leve l > 6 mg/dL but < 10 mg/dL at the screening visit (if the patient was
not taking any phosphate binder at screening visit) or at the end of the washout period (if the patient
was taking phosphate binder(s) at the screening visit).
Exclusion criteria included: renal transplant patient or scheduled renal transplant, or change
to peritoneal dialysis/home hemodialysis, or plan to change the dialysis regimen or relocate to
another hemodialysis center during the study period; serum phosphorus level of patients who were
on phosphate binder(s) was lower than 4.0 mg/dL or higher than 7.5 mg/dL at screening, and serum
phosphorus level was above 10 mg/dL once during laboratory tests within 3 months before
screening (including test as screening); serum calcium level was lower than 8 mg/dL or higher than
11 mg/dL; serum intact parathyroid hormone level was >800 pg/mL at screening.
Efficacy data. In Part 1, serum phosphorus significantly improved (mean change -2.0 mg/dL;
95% confidence interval -2.7, -1.4) after AP301 dose escalation. In Part 2, serum phosphorus
significantly and dose-dependently improved in all AP301 arms, with clinically meaningful
reductions with AP301 4.50 and 6.75 g/day, and Sevelamer carbonate 4.80 g/day (mean change at
-1.6 (-2.2, -1.0), -1.8 (-2.4, -1.2) and -1.4 (-2.2, -0.5) mg/dL, respectively). In both parts, serum
phosphorus reductions occurred within 1 week of AP301 initiation.
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Safety data . AP301 was well tolerated with a manageable safety profile. Most patients
reported one or more TEAE. Most TEAEs were mild in severity. All SAEs were assessed as not
drug-related. The most common AEs were GI disorders, mainly feces discolored (63.5%) and
diarrhea (16.5%; generally during Weeks 1-2 of treatment). Most GI disorders resolved without
intervention.
AP301-HP-02: A Phase III clinical trial to evaluate the efficacy and safety of AP301 for controlling
serum phosphorus in CKD patients receiving maintenance dialysis (including hemodialysis and
peritoneal dialysis) with hyperphosphatemia sponsored by us in China.
Overview . This is a randomized, open-label, multi-center, Phase III clinical trial to evaluate
the efficacy and safety of AP301 on serum phosphorus control in chronic kidney disease patients
receiving maintenance dialysis (including hemodialysis and peritoneal dialysis) with
hyperphosphatemia. This trial has two primary objectives: (i) the superiority of maintenance dose
versus ineffective low dose of AP301; and (ii) the non-inferiority of AP301 versus Sevelamer
carbonate on serum phosphorus control. The secondary objectives were to assess: overall efficacy
of AP301 in controlling serum phosphorus in dialysis patients with hyperphosphatemia; effect of
AP301 on serum calcium, calcium phosphorus product and intact parathyroid hormone levels in
dialysis patients with hyperphosphatemia; safety and tolerability of AP301 in dialysis patients with
hyperphosphatemia.
Trial status . We initiated the Phase III clinical trial in June 2023 and completed the trial in
June 2025. The trial met its primary endpoint, demonstrating a statistically significant and clinically
meaningful improvement in serum phosphorus control with AP301. The safety profile of AP301 was
favorable and consistent with previous studies.
Trial design . A total of 474 patients were enrolled in this trial. The trial consisted of four
periods: (i) a screening period of up to 4 weeks; (ii) a washout period of 2 to 3 weeks; and (iii) a
treatment period of 52 weeks containing a 24-week active control phase, a 3-week AP301 low dose
control phase, and a 25 or 28-week extension treatment phase; and (iv) a follow up period of 2
weeks after the participants’ completion or discontinuation of the study treatment. Below is a
general illustration of the trial design.
Active control phase (24 weeks)
Active control phase (24 weeks)
Sevelamer carbonate (2.40-9.60g/day) Sevelamer carbonate (2.40-9.60g/day)
AP301 (2.10-9.10 g/day)
Screening period (up to 4 weeks)
Washout period (2-3 weeks)
Followup period (2 weeks)
AP301 low-dose
control phase (3 weeks)
(the shaded part only)
AP301
maintenance-dose
AP301
low-dose
control
Extended treatment phase (25 weeks)
Extended treatment phase (28 weeks)
AP301 (2.10-9.10g/day)
Day-1 (baseline) End of Week 12 End of Week 24 End of Week 27 End of Week 52
Long-term safety observation3:1 randomization Primary
efficacy
endpoint
evaluation
1 :1 rerandomization for
qualified AP301
responders
(the shaded part only)
Primary efficacy
endpoint evaluation
(the shaded part only)
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The primary endpoints included: (i) the change in serum phosphorus levels between patients
with hyperphosphatemia who responded to AP301 and continued on the AP301 maintenance dose
and the low-dose AP301 control group from Week 24 to Week 27 or the end of the low-dose control
period (whichever occurred first), and (ii) the changes in serum phosphorus levels from baseline to
the end of Week 12 or the end of treatment (whichever occurred first), in the AP301 group and the
Sevelamer carbonate group.
Secondary endpoints included the achievement rate of serum phosphorus in the target range
(3.5-5.5 mg/dL); changes in serum calcium; changes in serum phosphorus; changes in serum
calcium times phosphorus product; changes in intact parathyroid hormone; and the time to reach the
first serum phosphorus response.
Inclusion criteria were: male or female aged 18 years and above; on hemodialysis treatment
for at least 3 months before the screening and throughout the study period; serum phosphorus level
> 3.5 mg/dL bu t < 8 mg/dL at the screening visit and serum phosphorus leve l > 6 mg/dL but < 10
mg/dL at the end of the washout period, if the patient receives phosphate binders; serum phosphorus
leve l > 6 mg/dL but < 10 mg/dL at the screening visit, if the patient has not received phosphate
binders for at least two consecutive weeks before the screening visit.
Exclusion criteria were: history or plan of kidney transplantation; history of parathyroid
intervention 6 months before signing the informed consent form or planned parathyroid
intervention; serum calcium < 7.6 mg/dL or > 11 mg/dL at screening; serum intact parathyroid
hormone > 1000 pg/mL at screening.
Efficacy data . At week 12, AP301 demonstrated non-inferiority to Sevelamer carbonate: the
least squares mean (“LSM”) reduction from baseline was 2.22 mg/dL for AP301, compared to 2.17
mg/dL for Sevelamer carbonate. The LSM difference was -0.06 mg/dL (95% CI: -0.31, 0.20).
At week 27, AP301 maintenance dose showed a clinically and statistically significant
superiority on serum phosphate control over an ineffective AP301 low dose in the low dose control
phase. The LSM difference was -1.8 mg/dL (95% CI: –2.1, –1.5; P <0.001).
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AP301 achieved persistent serum phosphate reduction over 52 weeks, suggesting its long-term
therapeutic effect. It also showed a numerically higher serum phosphate response rate in the AP301
arm (66.7%) compared to the Sevelamer carbonate arm (58.6%) at Week 52, and with a lower mean
daily dose exposure 6.52 g/day in AP301 versus 7.56 g/day in Sevelamer carbonate.
Safety data . Most participants experienced at least one AE (96.3% in AP301 and 90.8% in
Sevelamer carbonate). Diarrhea was the most common AE leading to study discontinuation in the
AP301 arm (2/355, 0.6%), typically occurring within the first 2–4 weeks and predominantly mild
in severity.
AP301-HP-03: A Phase III clinical trial to evaluate the efficacy and safety of AP301 on serum
phosphorus control in CKD patients receiving maintenance dialysis (including hemodialysis and
peritoneal dialysis) with hyperphosphatemia sponsored by us in multiple regions (including China
and the U.S.).
Overview . This is a double-blind, randomized, multi-regional, Phase III clinical trial to
evaluate the efficacy and safety of AP301 on serum phosphorus control in chronic kidney disease
patients receiving maintenance dialysis (including hemodialysis and peritoneal dialysis) with
hyperphosphatemia. The primary objective is to evaluate the superiority of AP301 versus AP301
low dose (ineffective dose) on serum phosphorus control during the double-blind dose titration
phase in dialysis patients with hyperphosphatemia. The key secondary objective is to evaluate the
superiority of AP301 maintenance dose versus AP301 low dose (ineffective dose) on serum
phosphorus control during the double-blind randomized withdrawal phase in dialysis patients with
hyperphosphatemia. Other secondary objectives include assessing the effects of AP301 on changes
in serum calcium, calcium phosphorus product, and intact parathyroid hormone levels and the effect
of AP301 treatment on health-related quality of life in dialysis patients with hyperphosphatemia in
China.
Trial status . We initiated the Phase III clinical trial in July 2025 and expect to complete the
trial in the second quarter of 2027. The China portion of this MRCT (AP301-HP-03) is separate
from and does not rely on any data from the China Phase III clinical trial (AP301-HP-02).
Trial design . The patient enrollment was completed in April 2026 and the trial has recruited
144 patients in China and 138 patients in the U.S. The trial will consist of four periods: (i) a
screening period of up to 4 weeks; (ii) a washout period of 2 to 4 weeks; and (iii) a treatment period
of 35 weeks; and (iv) a follow up period of 2 weeks after the participants’ completion or
discontinuation of the study treatment. The treatment period will contain a dose titration phase, a
treatment phase and a withdrawal phase. Below is a general illustration of the trial design.
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Day-1 (baseline) End of Week 8 End of Week 33 End of Week 35
Key Secondary
Efficacy Endpoint1:1 Re-Randomization2:1 Randomization Primary Efficacy Endpoint
Double-Blind Dose Titration Phase
(8 weeks)
Open-Lable Treatment Phase
(24 weeks)
Double-Blind
Withdrawal Phase
(3 weeks)
AP301 Low Dose Titration
(0 .075-0.25 g/day)
AP301 Dose Titration
(2.70- 9.00 g/day)
AP301 (2.70-9.00 g/day)
AP301
Maintenance
Dose
AP301
Low Dose
Screening period (up to 4 weeks)
Washout (2-3 weeks)
Safety Follow-up (2 weeks)
The primary endpoint will be change in serum phosphorus levels from baseline to the end of
dose titration phase, between the AP301 and AP301 low dose in hyperphosphatemia patients. The
secondary endpoint will be change in serum phosphorus levels from the end of open-label treatment
phase to the end of withdrawal phase, between the maintenance dose of AP301 and low dose of
AP301 in hyperphosphatemia patients previously treated with AP301. Safety endpoints include
number (percentage) of participants with TEAEs and SAEs.
Inclusion criteria were: aged 12 years and above; on hemodialysis treatment for at least 3
months before the screening and throughout the study period; treated with phosphate lowering
products for hyperphosphatemia over 4 weeks and whose serum phosphate level > 3.5 mg/dL but
< 8 mg/dL at the screening visit and serum phosphorus level > 6 mg/dL but < 10 mg/dL at the end
of the washout period, with increase of serum phosphate level from screening after washout.
Exclusion criteria were: history of kidney transplantation (except for allograft failure), or plan
to receive kidney transplantation, change of dialysis modality, or plan to relocate to another
non-participating dialysis center during the study period; history of parathyroid intervention 6
months before signing the informed consent form or planned parathyroid intervention; serum
calcium < 7.6 mg/dL or > 11 mg/dL at screening; serum intact parathyroid hormone > 1200 pg/mL
at screening.
Clinical Development Plan
In China, based on the satisfactory efficacy and safety results obtained from the Phase II
clinical trial and subsequent completion of the Phase III China clinical trial, we expect to file an
NDA for AP301 with the NMPA in June 2026. Separately, following communications with the FDA
regarding the regulatory requirements for a direct marketing application in the U.S., we initiated a
Phase III MRCT of AP301 in July 2025, and we expect to complete the Phase III MRCT of AP301
in the second quarter of 2027 and file an NDA with the FDA in the third quarter of 2027. We
conduct the Phase III MRCT solely for the purpose of obtaining direct marketing application with
the FDA. The inclusion of China as one of the clinical trial sites in the Phase III MRCT, together
with the U.S., is not mandated by the competent authorities. Rather, it reflects our assessment that
conducting part of the MRCT in China is operationally efficient and enables timely patient
recruitment under a unified clinical protocol, while maintaining compliance with applicable
regulatory requirements. Both China and the U.S. are the primary trial locations for the Phase III
MRCT, and all participating sites in the Phase III MRCT are conducted under the same clinical
protocol, including consistent trial objectives and endpoints. The Phase III MRCT is independent
from, has no reliance on the results of the China Phase III clinical trial (AP301-HP-02), and is
unrelated to the planned NDA for AP301 to the NMPA. We plan to include the Phase III MRCT
results (in both the U.S. and China) in the NDA for AP301 to the FDA. In addition, we plan to
initiate a Phase III clinical trial of AP301 as a first line treatment of hyperphosphatemia in CKD
patients not on dialysis in the fourth quarter of 2030 in China.
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After completion of the Phase III MRCT, we expect to initiate a Phase III clinical trial of
AP301 as a first line treatment of hyperphosphatemia in CKD patients receiving dialysis in the third
quarter of 2028 in the EU. As confirmed by CIC, it is a common industry practice to initiate a Phase
III clinical trial in the EU, based on the results of a completed Phase III clinical trial of the same
drug candidate in the U.S. We are currently in communication with the EMA regarding the protocol
design of the planned Phase III clinical trial in the EU.
We currently do not have any clinical development plan for AP301 in Australia. This is not
due to any safety or efficacy concerns relating to AP301, but because Australia is not considered
as a target market for the sales of AP301. It is a common industry practice to have Phase I clinical
trials in Australia, as Australia can provide faster patient recruitment, relatively controllable clinical
trial costs, a racially diverse population, and clinical data that are generally acceptable by other
competent authorities. Therefore, the Phase I data of AP301 can support its further clinical
development of in Chinese Mainland, the U.S. and the EU.
Material Communications with Competent Authorities
We submitted the IND application to conduct a Phase II clinical trial of AP301 in China
(AP301-HP-01) in October 2019, based on results of Phase I clinical trial of AP301 in Australia,
and received IND clearance from the NMPA in January 2020. The details of the Phase II clinical
trial stipulated in the submitted IND application are as follows.
Indication Hyperphosphatemia
Therapy type Monotherapy
Stage of treatment First-line
Patient cohort CKD patients receiving maintenance hemodialysis
The stipulated primary and secondary objectives, primary and secondary endpoints, and
inclusion and exclusion criteria are as set forth in the above disclosure of the trial design of
AP301-HP-01.
After completion of the Phase II clinical trial, we submitted the IND application to conduct
a Phase III clinical trial of AP301 in China (AP301-HP-02) in December 2022 and received IND
clearance from the NMPA in March 2023. The NMPA IND clearance was based on the results of
Phase I clinical trial of AP301 in Australia and Phase II clinical trial of AP301 in China. The details
of the Phase III clinical trial stipulated in the submitted IND application are as follows.
Indication Hyperphosphatemia
Therapy type Monotherapy
Stage of treatment First-line
Patient cohort CKD patients receiving maintenance dialysis (including
hemodialysis and peritoneal dialysis)
The stipulated primary and secondary objectives, primary and secondary endpoints, and
inclusion and exclusion criteria are as set forth in the above disclosure of the trial design of
AP301-HP-02.
Both the FDA and the NMPA have independently reviewed and approved the trial plan of the
Phase III MRCT (AP301-HP-03). Although the clinical trial protocol (including clinical trial
objectives and endpoints) of the Phase III MRCT of AP301 was reviewed and approved by the
NMPA because Chinese Mainland is included as one of the clinical trial sites, the protocol was
designed to principally meet the FDA ’s requirements, and only the FDA will review the Phase III
MRCT results for the purpose of granting marketing approval in the U.S. We submitted to the FDA
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the IND application to conduct a Phase III MRCT (AP301-HP-03) in June 2024 and received the
IND clearance from the FDA in July 2024. We submitted to the NMPA the IND application to
conduct a Phase III MRCT (AP301-HP-03) in April 2025 and received the IND clearance from the
NMPA in June 2025. The IND clearances from the FDA and the NMPA were both based on the
results of Phase I clinical trial of AP301 in Australia and Phase II clinical trial of AP301 in China.
The details of the Phase III MRCT stipulated in the submitted IND applications are as follows.
Indication Hyperphosphatemia
Therapy type Monotherapy
Stage of treatment First-line
Patient cohort CKD patients receiving maintenance dialysis (including
hemodialysis and peritoneal dialysis)
The stipulated primary and secondary objectives, primary and secondary endpoints, and
inclusion and exclusion criteria are as set forth in the above disclose of the trial design of
AP301-HP-03.
Licenses, Rights and Obligations
AP301 was initially discovered and developed by Vidasym, which is a U.S.-based clinical-
stage drug discovery and development company with a focus on CKD complications and
osteoporosis. Dr. Jin Tian, our co-founder and chief medical officer was heavily involved in
Vidasym’s early-stage research and clinical development. Dr. Tian is no longer an employee or
consultant of Vidasym since 2019. We have no competition with Vidasym as it focuses on a different
therapeutic area. Vidasym completed a Phase I clinical trial of AP301 in Australia. We in-licensed
the full China right and later acquired global rights relating to AP301 in 2018 and 2021,
respectively, with no future milestone and royalty obligations from Vidasym following the close of
the below transactions. Led by Dr. Jin Tian, we have solely designed and independently conducted
the clinical trials of AP301 except the Phase I clinical trial in Australia (VDKDL001). Led by Dr.
Shu Chutian, our chief technology officer, we independently established a proprietary
manufacturing process for AP301 and constructed an in-house facility in Y angzhou for the
manufacturing of AP301. For more details, please refer to “Business — Major Collaboration
Arrangements — Collaboration Arrangement with Vidasym, Inc.”
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET AP301
SUCCESSFULLY.
AP306: A Differentiated Pan-Phosphate Transporter Inhibitor
Overview
AP306 is the world’s first and, as of the Latest Practicable Date, the only pan-phosphate
transporter inhibitor in clinical development for the treatment of hyperphosphatemia. We hold the
global rights for the development, manufacture and commercialization of AP306.
Mechanism of Action
Hyperphosphatemia can potentially be treated by reducing intestinal absorption of phosphate.
Two different mechanisms — passive paracellular transport via tight junctions and active
transcellular transport — contribute to the intestinal absorption of phosphate. The active transport
of phosphate involves the sodium-dependent NaPi-IIb, PiT-1, and PiT-2. The inhibition of these
transporters is able to control hyperphosphatemia.
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AP306 is an oral pan-phosphate transporter inhibitor (NaPi-IIb, PiT-1 and PiT-2). It inhibits
the active phosphate transport in the intestine and has the potential to inhibit active phosphate
absorption with a much lower pill burden as compared to phosphate binders.
Market Opportunity and Competition
AP306 targets hyperphosphatemia. For details, see “— AP301: Our Core Product, An Oral
Phosphate Binder for the Treatment of Hyperphosphatemia — Market Opportunity and
Competition.”
Competitive Advantages
Differentiated MOA
AP306 is the first pan-phosphate transporter inhibitor developed clinically. This differentiated
mechanism offers a more efficient and effective approach to phosphate control, representing a
paradigm shift in hyperphosphatemia treatment. By targeting the absorption itself, AP306 is able to
achieve deep and durable control of serum phosphate level, which is especially beneficial for
patients with refractory hyperphosphatemia or those requiring optimal and aggressive phosphate
management.
Outstanding Efficacy
With this differentiated MOA, AP306 exhibits outstanding efficacy. In our Phase II clinical
trial, AP306 demonstrated a mean serum phosphate reduction of 2.51 mg/dL, and nearly 95% of
patients had their serum phosphate levels controlled at less than 5.5 mg/dL by Week 7-8. This
efficacy outperforms classic binders such as Sevelamer, which brought around 50% of patients to
the serum phosphate level at less than 5.5 mg/dL by Week 7-8 in the same clinical trial. Also, AP306
was able to lower the average serum phosphate level to between 3.5 and 4.5 mg/dL, a target few
phosphate binder can reach. This outstanding efficacy further indicates AP306’s potential to expand
its indication to non-dialysis dependent CKD patients.
Favorable Safety Profile
AP306 demonstrated a favorable safety profile. In the Phase II clinical trial, the most common
adverse events were GI disorders and diarrhea, and any observed diarrhea was mild and
manageable. The discontinuation rate due to AEs was less than 5%, and there was no premature
discontinuation due to GI adverse effects.
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Convenience of Use
AP306 offers a reduction in pill burden, requiring only 2-3 small tablets, a significant contrast
to 6-12 tablets daily typically needed for traditional phosphate binders.
Summary of Clinical Trials
AP306 has completed the Phase II clinical trial stage in China and initiated a Phase IIb MRCT
in May 2026. All dosage levels indicated in the trial design refer to the dosage of the active moiety
of AP306 and comparator.
AP306-HP-01: A Phase II clinical trial to evaluate the safety and serum phosphorus lowering effect
of AP306 in chronic kidney disease patients receiving maintenance hemodialysis with
hyperphosphatemia in China sponsored by us.
Overview . This is a randomized, open-label, active-controlled, multicenter Phase II clinical
trial to evaluate the safety and serum phosphorus lowering effect of AP306 in chronic kidney
disease patients receiving maintenance hemodialysis with hyperphosphatemia. The goal of this
clinical trial is to evaluate the efficacy (assessed by blood phosphorus lowering), safety and
tolerability of AP306 in the patients receiving maintenance hemodialysis with elevated blood
phosphorus.
Trial status . We initiated the Phase II clinical trial in March 2023 and completed the trial in
October 2023. The results of the trial were presented through the Focused Oral at the 61st ERA
Congress in 2024.
Trial design . The trial enrolled 55 patients, who were randomized into two groups. The
experimental group, which included 27 patients, received AP306 for 12 weeks. The active
comparator group, which included 28 patients, received Sevelamer carbonate for 12 weeks. The
dose of AP306 and Sevelamer was adjusted every 4 weeks to keep serum phosphate in the target
range of 3.5 to 5.5 mg/dL. The investigational dose of AP306 was initiated at 75 mg and increased
stepwise to 125 mg, and 150 mg three times a day with meals. The dosing schedule of AP306 is
illustrated below.
Week 1-4
75 mg TID 75 mg TID 75 mg TID
75 mg TID
125 mg TID
125 mg TID125 mg TID
150 mg TID
Visit 8
Week 5-8
Visit 12
Week 9-12
P > 5.5 mg/dL
P > 5.5 mg/dL
P > 5.5 mg/dL
P < 3.5 mg/dL
3.5 mg/dL ≤ P
≤ 5.5 mg/dL
3.5 mg/dL ≤ P
≤ 5.5 mg/dL
2.5 mg/dL ≤ P
≤ 5.5 mg/dL
Abbreviations: P: serum phosphorus; TID: three times a day
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The primary endpoint was defined as the mean changes in serum phosphate from baseline to
the end of treatment. Secondary endpoints included: time to first occurrence of serum phosphate
/H113495.5 mg/dL; change in serum phosphate from baseline over time; the proportion of patients with
serum phosphate concentration between 2.5 and 4.5 mg/dL over time.
Efficacy data . The AP306 and sevelamer groups achieved decrease in serum phosphate of
-2.51 mg/dL (95% confidence interval: -3.07, -1.92) and -1.08 mg/dL (95% confidence interval:
-1.58, -0.59), respectively. The proportions of patients achieving the recommended range as per the
KDIGO guidelines (2.5-4.5 mg/dL) were about 20% higher in AP306 than in Sevelamer, starting
from treatment week 5.
Serum phosphate concentrations in both groups decreased after the first week of treatment,
and this reduction was maintained until the end of the 12-week treatment period. The magnitude of
this reduction was more pronounced in the experimental group that received AP306. Serum
phosphate concentrations returned to near baseline values 3 weeks after discontinuation of AP306
and Sevelamer carbonate in the experimental group and the active comparator group, respectively.
The proportion of patients with serum phosphate concentrations between 2.5 and 4.5 mg/dL (the
normal serum phosphate level) was consistently higher among those randomized to the AP306
group after 5 weeks of treatment (48% vs. 25%) and was maintained until the end of the 12-week
treatment period (44% vs. 21%).
Regarding actual exposure to treatment in the trial, the daily doses of AP306 were lower than
Sevelamer. The mean daily dose (± SD) of AP306 was 288 ± 82 mg after two dose level
adjustments, while that of Sevelamer was 4,651 ± 1,899 mg. Notably, the daily dose of AP306 was
stabilized below 300 mg after two dose level adjustments, suggesting that no more than 3 tablets
daily would be required in clinical practice, assuming a formulation of tablets containing 100 or 150
mg of AP306. The figure below shows the change of serum phosphate concentration over time in
the enrolled patients.
3.00
3.50
4.00
4.50
5.00
5.50
6.00
6.50
7.00
7.50
8.00
-3 -2 -1 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
Serum Phosphorus Level (mg/dL)
Treatment Week
Sev
AP306
Treatment
Start
Second
Washout
Start
1st Dose
Adjustment
2nd Dose
Adjustment
Normal serum phosphorus level (3.5-5.5mg/dL)
AP306 Sevelamer
Subject (N) 27 28
Baseline: Serum P 7.06 mg/dL 6.57 mg/dL
End of treatment: Serum P 4.55 mg/dL 5.48 mg/dL
Primary Endpoint
(Change from BL to wk 12)
-2.51 mg/dL
(95% CI -3.07, -1.92)
-1.08 mg/dL
(95% CI -1.58, -0.59)
Avg. Dose during the third
4-week treatment 98.0 mg TID 1571.4 mg TID
End of wk16 6.29 mg/dL 6.66 mg/dL
The figures below show the change of proportion of enrolled patients within designated target
ranges over time.
5
3 22 1111 2
5
26 6
3 4
7
21 3
5
5
7
7
6 6
9 8
7
8
1
4
7
9
3
4
4
9
7 6
4
3
5
10
13
8
8
14
7
6
1
2 3
3
4
6
16
8 8
2 1 2 1 11
3
11
wk 0 wk 1 wk 2 wk 3 wk 4 wk 5 wk 6 wk 7 wk 8 wk 9 wk 10 wk 11 wk 12
<2.5 [2.5,3.5] (3.5,4.5] (4.5,5.5] (5.5,7.0] >7.0
3 11 1 1 3 22 1 24
7
6 6 66 5
4 5 7
4 4
2
5
5
7 8
12
8 9 8
12 9
10 616
11
8 8 9
7
10
11 11
7 8
11
13
10 8
5 6 5
2 3 1 2222 3
wk 0 wk 1 wk 2 wk 3 wk 4 wk 5 wk 6 wk 7 wk 8 wk 9 wk 10 wk 11 wk 12
<2.5 [2.5,3.5] (3.5,4.5] (4.5,5.5] (5.5,7.0] >7.0
Total Pt. # 27 27 26 26 25 25 25 25 24 24 23 23 23
Avg. dose (mg) 75.0 75.0 75.0 75.0 105.0 105.0 105.0 104.2 100.0 98.9 98.9 96.7
Response %
(<=5.5 mg/dL) 3 . 7 % 2 2 . 2 %3 8 . 5 %5 8 . 3 %4 0 . 0 %6 4 . 0 %7 2 . 0 %96.0% 87.5% 83.3% 73.9% 78.3% 69.6%
28 28 28 28 28 28 28 28 28 28 28 28 28
914.3 914.3 914.3 914.3 1,314.3 1, 314.3 1,303.7 1,314.3 1,571.4  1,571.4 1,571.4 1,571.4
7.4% 33.3% 55.6% 51.9% 51.9% 66.7% 55.6% 53.8% 55.6% 70.4% 66.7% 55.6% 44.4%
AP306: # of patients in different S-P range (by treatment week) Sevelamer: # of patients in different S-P range (by treatment week)
5
3 2 2 1 1 11 2
5
2 6 6
3 4
7
21 3
5
5
7
7
6 6
9 8
7
8
1
4
7
9
3
4
4
9
7 6
4
3
5
1
3 1 1 1 1 3 2 2 1 24
7
6 6 6 6 5
4 5 7
4 4
2
5
5
7 8
12
8 9 8
12 9
10 6
Patients under control
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Safety data . AP306 demonstrated a favorable safety profile. Over the 12-week treatment
period, 78% and 57% of the patients in the experimental and active control groups, respectively,
experienced at least one treatment related TEAE. Most of the reported TEAEs were assessed as
Grade 1 or 2. The most reported AEs associated with AP306 were GI disorders, most of which were
mild to moderate diarrhea (44.4%).
Clinical Development Plan
We and R1 initiated a Phase IIb MRCT of AP306 in May 2026 and expect to complete the trial
in the second quarter of 2027. R1 is in negotiation with the FDA and coordinating with us to finalize
the protocol for the Phase IIb MRCT, aiming to meet the FDA’s expectation to count the Phase IIb
MRCT as a pivotal clinical trial for AP306 to support a direct marketing application of AP306 to
the FDA. Another pivotal clinical trial of AP306 for supporting the marketing application with the
FDA is expected to be a Phase III MRCT, which is expected to commence in 2027.
In China, we plan to leverage the data of the Phase IIb MRCT and the Phase III MRCT to
support a direct marketing application of AP306 to the NMPA, thereby potentially obviating the
need to conduct a separate Phase III clinical trial in China. We perceive no significant obstacles in
leveraging the data of the Phase IIb MRCT and the Phase III MRCT to support a direct marketing
application of AP306 with the NMPA. It is common for the NMPA to grant marketing approval of
a drug product based on clinical data of MRCTs, as confirmed by CIC. We intend to request an
end-of-phase-II meeting with NMPA in 2027, to seek the NMPA’s confirmation of the
aforementioned plan regarding the marketing application of AP306. If, however, the NMPA
determines that we must conduct a separate Phase III clinical trial of AP306 in China for the
marketing application of AP306, instead of leveraging the Phase IIb MRCT and Phase III MRCT
data, then we expect to initiate a separate China Phase III clinical trial and then submit an NDA for
AP306 with the NMPA in 2029.
Material Communications with Competent Authorities
We submitted to the NMPA an IND application to conduct a Phase II clinical trial of AP306
in August 2022, based on results of Phase 1 clinical trial of AP306 in Japan and the U.S. conducted
by Chugai and completed in August 2018, and received the IND clearance in December 2022. The
scope of the IND clearance covered the AP306-HP-01 Phase II clinical trial.
In October 2024, we submitted to the FDA an IND application to conduct a Phase IIb clinical
trial of AP306 and received the FDA IND clearance in November 2024. In November 2024, we
submitted to the NMPA an IND application to conduct a Phase IIb clinical trial of AP306 and
received the NMPA IND clearance in February 2025. The FDA and NMPA IND clearances were
both based on results of Phase I clinical trial of AP306 in Japan and the U.S. and Phase II clinical
trial of AP306 in China. The Phase I clinical trial of AP306 in Japan and the U.S. was completed
by Chugai.
In August 2025, we submitted to the FDA and the NMPA a protocol amendment of the planned
Phase IIb MRCT, by shortening the treatment period from 12 weeks to 8 weeks. Neither the FDA
nor the NMPA has raised any objection or concern to the amendment.
Licenses, Rights and Obligations
AP306 was initially discovered and developed by Chugai, which completed a Phase I clinical
trial of AP306 in Japan and the U.S. and shared with us the results of the Phase I clinical trial.
Founded in 1925, Chugai is one of Japan’s leading research-based pharmaceutical companies.
Chugai, based in Tokyo, specializes in prescription pharmaceuticals and is listed on the Tokyo
Prime Stock Exchange. We obtained the global development and commercialization rights for
AP306. We have independently conducted the Phase II clinical trial of AP306. For more details,
please refer to “Business — Major Collaboration Arrangements — Collaboration Arrangement with
Chugai Pharmaceutical Co., Ltd.”
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WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET AP306
SUCCESSFULLY.
AP303: A Differentiated Dual PPAR Agonist for Broad Renal Protection
Overview
AP303 is a small molecule dual PPAR agonist. It is developed as a potential treatment for a
broad spectrum of high-value indications, including among others, DKD, IgAN, ADPKD and FSGS.
We self-discovered and internally developed AP303 and hold the global rights for its development,
manufacture and commercialization. Dr. Tian led our internal development of AP303.
Mechanism of Action
AP303 is an orally administered, dual PPAR agonist. PPARs are nuclear receptors that mediate
diverse metabolic and cellular functions. Lipid and glucose metabolism, energy homeostasis, and
inflammation in organisms are all regulated by PPARs transcription. PPARs have been
demonstrated to have broad therapeutic potential by coordinately modulating multiple pathological
processes such as inflammation, oxidative stress, and mitochondria abnormalities in kidney disease.
PPAR activation may protect the kidneys in CKD by regulating lipid metabolism and attenuating
fibrosis. AP303 is designed to simultaneously target the three core pathological pillars of CKD
progression: (i) aberrant intraglomerular pressure, (ii) podocyte dysfunction or loss, inflammation
and fibrosis, and (iii) tubular metabolic dysfunction. Further, AP303 is designed to have a balanced
PPAR activity ratio.
Market Opportunity and Competition
As of the Latest Practicable Date, globally there were seven approved drugs for DKD, four
approved drugs for IgAN, one approved drug for ADPKD, and no approved drug specifically for
FSGS. For more details, see “Industry Overview.”
Competitive Advantages
Differentiated MOA
AP303 is designed to simultaneously target the three core pathological pillars of CKD
progression. Current standards of care, such as ACE inhibitors and ARBs, primarily address one or
two of the three pathological pillars.
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Potential Synergy with Other Renal Disease Treatments
AP303 may achieve synergistic effects when used in combination with other renal disease
treatments. For instance, AP303 may synergize with GLP-1 receptor agonists or SGLT2 inhibitors
to achieve greater renal protection. This ability to enhance existing therapies significantly expands
its clinical utility and market potential, positioning AP303 as the indispensable “plus” in the
emerging combination paradigm.
Diverse Potential Indications
AP303 is designed to deliver broad renal protection across a broad spectrum of high-value
indications, including among others, DKD, IgAN, FSGS and ADPKD. AP303 has received ODD
from the FDA for ADPKD, underscoring its potential to transform the renal treatment landscape.
AP303’s mechanism offers the potential for a more profound and durable treatment effect. In
preclinical models, AP303 demonstrated reductions in proteinuria across multiple nephropathy
mouse models (including DKD, IgAN, and FSGS), alongside improved TKV and renal survival in
various ADPKD mouse models. Compared with renal protective agents such as SGLT2i and GLP-1
RA, AP303 can significantly reduce patients’ risk of progressing to dialysis and delay disease
progression.
Summary of Clinical Trials
The following sets forth an overview of the key clinical studies of AP303.
Study number Phase Study design Sites Subjects Status
Patient
enrollment
AP303-PK-01 /H1118/H1118/H1118/H1118/H1118I Assess the safety,
tolerability, and
pharmacokinetics
of AP303
Australia healthy adult
subjects
Completed 62 (Actual)
AP303-PK-02 /H1118/H1118/H1118/H1118/H1118I Assess the safety,
tolerability, PK
and PD of AP303
China healthy adult
subjects
Completed 18 (Actual)
AP303-PK-03 /H1118/H1118/H1118/H1118/H1118Ib Assess the safety,
tolerability, PK
and PD of AP303
China DKD patients
with renal
impairment
Completed 18 (Actual)
AP303-PK-01: A Phase I clinical trial to assess the safety, tolerability, and pharmacokinetics
(“PK”) of AP303 in healthy adult subjects in Australia sponsored by us.
Overview . This is a single-center, randomized, double-blind, placebo-controlled, first-in-
human Phase I clinical trial in which the safety, tolerability, and PK of orally administered AP303
were assessed in healthy adult subjects. The primary objectives were to: (i) assess the safety and
tolerability of single dose and multiple doses of AP303 when administered orally to healthy
subjects, and (ii) characterize the single-dose and multiple-dose PK of AP303 in healthy subjects.
The secondary objective was to explore the effect of food on the PK of AP303 after single dose
administration.
Trial status . We initiated the Phase I clinical trial in December 2022 and completed the trial
in July 2023. Although Australia is not considered as a target market, one Phase I clinical trial of
AP303 was conducted in Australia, because Australia can provide faster patient recruitment,
relatively controllable clinical trial costs, a racially diverse population, and clinical data that are
generally acceptable by other competent authorities. Therefore, the Phase I data of AP303 can
support its further clinical development of in Chinese Mainland, the U.S. and Europe.
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Trial design . The trial enrolled 62 subjects. It consisted of two parts: Part A was a single
ascending dose (“ SAD”) phase enrolling a total of 4 cohorts of healthy subjects; Part B was a
multiple ascending dose (“ MAD”) phase enrolling 3 cohorts of healthy subjects.
Part A enrolled 38 subjects, who were sequentially enrolled into 1 of 4 planned SAD cohorts.
The dose escalation sequence was 50 µg, 150 µg, 300 µg and 600 µg. The subjects were confined
to a clinical research unit (“ CRU”) on Day 1 and discharged on Day 4. On Day 1, subjects were
administered a single oral dose of AP303 or placebo under the fasting conditions. Food effect was
evaluated for Cohort 2.
Part B enrolled 24 subjects, which were divided into 3 cohorts. The subjects were confined to
a CRU on Day 1 and discharged on Day 17. On Days 1 through 14, the subjects received once daily
doses of AP303 or placebo at 50µg, 150µg and 300µg for Cohorts 1, 2 and 3, respectively.
Primary endpoints included incidence and severity of AEs, laboratory, ECG, vital sign
changes and PK characteristics. Secondary endpoint was the effect of food on PK characteristics.
Safety data . The safety results indicated that AP303 was safe and well tolerated in the enrolled
healthy subjects.
AP303-PK-02: A Phase I clinical trial to assess the safety, tolerability, PK and PD of AP303 in
healthy Chinese adult participants in China sponsored by us.
Overview . This is a randomized, double-blind, placebo-controlled, multiple-ascending-dose
Phase I clinical trial to investigate the safety, tolerability, PK and PD of AP303 following 2-week
oral administration in healthy Chinese participants. The primary objectives were to: (i) assess the
safety and tolerability of multiple-ascending-dose of AP303 when administered orally to healthy
Chinese participants, and (ii) characterize the single and multiple-ascending-dose PK of AP303 in
healthy Chinese participants. The secondary objective was to evaluate the pharmacodynamic effect
of multiple oral doses of AP303 in healthy Chinese participants.
Trial status . We initiated the Phase I clinical trial in March 2024 and completed the trial in
May 2024, as marked by the Phase I database lock. Thereafter, we conducted clinical data analysis
and finalized the clinical study report of the China Phase I clinical trial in August 2024.
Trial design . The trial enrolled 18 participants, who were randomized into one of the two dose
cohorts. Each cohort included 9 participants randomized to receive AP303 and placebo at 2:1 ratio
(i.e., 6 on AP303 and 3 on placebo). The starting dose of AP303 was 150 µg and 300 µg once daily
for the first and second cohorts, respectively. AP303 or placebo was administered on Day 1 and
Days 3 to 14 of the 14-day treatment period. Primary endpoints included incidence and severity of
AEs, incidence of laboratory abnormalities, ECG, vital signs, physical examination, body weight
and PK characteristics. Secondary endpoint was the change in certain blood metabolic and
biochemistry parameters from baseline to end of treatment and 14±1 days after the last dose of each
cohort.
Safety data . The safety results indicated that AP303 was safe and well tolerated in healthy
Chinese participants. All TEAEs were mild and recovered. No SAE, severe TEAE, AESI, or TEAE
leading to study discontinuation was reported in this study.
AP303-PK-03: A Phase Ib clinical trial to assess the safety, tolerability, PK and PD of AP303 in
DKD patients with renal impairment in China sponsored by us.
Overview . This is a randomized, double-blind, placebo-controlled Phase Ib clinical trial to
investigate the safety, tolerability, PK and PD of AP303 following 2-week oral administration in
DKD patients with renal impairment. The primary objectives are to: (i) assess the safety and
tolerability of multiple oral doses of AP303 in DKD patients with renal impairment, and (ii)
characterize the PK of single or multiple oral doses of AP303 in DKD patients with renal
impairment. The secondary objective is to evaluate the PD of multiple oral doses of AP303 in DKD
patients with renal impairment.
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Trial status . In preparation for the Phase Ib clinical trial, we completed the Ethics Committee
submission in August 2024 and filing with the Human Genetic Resources Administration of China
in November 2024. The clinical site initiation and patient screening for the trial commenced in
November 2024, which led to the initiation of the trial in February 2025. We completed the trial in
September 2025. The Phase Ib clinical trial was not required by the NMPA. It was conducted in
DKD patients to provide information for the dosage selection of AP303 in its future, later-stage
clinical trials in patients.
Trial design . The trial enrolled 18 participants, who were randomized into one of the two dose
cohorts. Each cohort included 9 participants randomized to receive AP303 and placebo at 2:1 ratio
(6 in the AP303 150 µg group and 3 in the placebo group). AP303 150 µg or placebo was
administered orally, once daily, on Day 1 and Days 3 to 14 of the 14-day treatment period. Primary
endpoints included incidence and severity of AEs, incidence of laboratory abnormalities, ECG, vital
signs, physical examination, body weight and PK characteristics. Secondary endpoint was the
change in certain blood metabolic and biochemistry parameters from baseline to end of treatment
and 14±1 days after the last dose of each cohort.
Clinical Development Plan
A basket Phase II clinical trial targeting DKD and IgAN patients with high proteinuria, which
has received IND clearance in both the U.S. and China, is expected to be initiated in the third
quarter of 2026. We plan to submit IND applications for the Phase II MRCTs for both ADPKD and
FSGS to the EMA and the TGA in the third quarter of 2026. A Phase II MRCT targeting ADPKD
is expected to be initiated in the fourth quarter of 2026 in China, and Europe and Australia in the
first quarter of 2027. Another Phase II MRCT targeting FSGS is expected to be initiated in the
fourth quarter of 2026 in China, and Europe and Australia in the first quarter of 2027. The target
markets of AP303 for the indications of ADPKD and FSGS are China, the U.S. and Europe.
Material Communications with Competent Authorities
We submitted to the TGA an IND application to conduct a Phase I clinical trial in Australia
in November 2022. We submitted to the NMPA an IND application to conduct a Phase I clinical trial
of AP303 in China in October 2023 and received the NMPA IND clearance in January 2024.
In addition, we submitted to the NMPA an IND application for a basket Phase II clinical trial
of AP303 in DKD and IgAN patients with high proteinuria and for separate Phase II clinical trials
in ADPKD and FSGS patients in February 2025, based on results of Phase I clinical trials of AP303
in Australia and China, and received the NMPA IND clearance in June 2025. The NMPA IND
clearance covered: (i) the basket Phase II clinical trial in DKD and IgAN patients with high
proteinuria; (ii) the Phase II MRCT in ADPKD patients; and (iii) the Phase II MRCT in FSGS
patients. The NMPA considered the results of the completed Phase I clinical trials contained
sufficient data to demonstrate the safety of AP303 to support initiation of AP303’s Phase II clinical
trials in patients of DKD, IgAN, ADPKD and FSGS. As such, there was no exemption for clinical
trials for these indications.
In a pre-IND meeting we had with the FDA in October 2024, the FDA recognized
AP303-PK-01 as the first-in-human clinical study of AP303 in Australia and AP303-PK-02 as a
Phase I multiple ascending dose study in China to evaluate the safety, tolerability, PK and PD of
AP303 in healthy volunteers. We submitted to the FDA an IND application for a basket Phase II
clinical trial of AP303 targeting DKD and IgAN patients with high proteinuria in the U.S. in January
2025, based on the results of Phase I clinical trials of AP303 in Australia and China, and received
the FDA IND clearance in March 2025.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET AP303
SUCCESSFULLY.
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AP308: A Differentiated Engineered Recombinant IgA Protease Aiming for Functional Cure
for IgAN
Overview
AP308 is an engineered recombinant IgA protease able to specifically degrade the circulating
IgA and IgA complexes, as well as IgA complexes deposited in the kidney. It is developed as a
potential targeted and curative therapeutic for IgAN. We hold the global rights for the development,
manufacture and commercialization of AP308.
Mechanism of Action
Current treatments of IgAN, such as renin-angiotensin system (“ RAS”) inhibitors and
corticosteroids, focus on symptom control and slowing progression rather than disease
modification, and they do not directly target the mechanism of IgAN’s pathogenesis. Compared to
currently available treatment options for IgAN, AP308 is of a differentiated MOA and potentially
a disease-modifying therapy. It specifically clears the circulating IgA and IgA complexes, as well
as IgA complexes deposited in the kidney.
AP308 is chemically modified by a site-directed conjugation process, where a high-molecular-
weight polymer, polyethylene glycol (“ PEG”), is attached to specific sites on a protein. The PEG
conjugation results in longer half-life in vivo , enhanced stability of the protein and lowered
potential immunogenicity.
Market Opportunity and Competition
IgAN is the most common form of primary glomerulonephritis in Asia, and it is responsible
for 50% of primary glomerulonephritis in China. The size of the global market for IgAN drugs
reached US$2.1 billion in 2025 and is expected to reach US$11.9 billion in 2035, at a CAGR of
19.1% from 2025 to 2035. The market size for IgAN drugs in China reached RMB2.9 billion in
2025 and is expected to reach RMB11.2 billion in 2035, at a CAGR of 14.4% from 2025 to 2035.
As of the Latest Practicable Date, there were six approved drugs for IgAN. As of the Latest
Practicable Date, there was no IgA protease drug candidate in the clinical development stage, and
AP308 was the only IgA protease that would soon enter clinical development. For more details, see
“Industry Overview — Overview of IgA Nephropathy (“IgAN”) Market.”
Preclinical Data
Developed from an IgA protease from commensal bacteria in the GI tract, AP308 exhibited
strong enzymatic activity in removing circulating IgA and IgA complexes as well as IgA deposits
in pre-clinical models. The strong enzymatic activity remained after repeated dosing up to nine
times. In addition, in the analysis of pooled samples from healthy donors and patients, no
pre-existing anti-AP308 antibody was detected. These evidence supports AP308 as a potential IgA
protease in a human use setting.
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Clinical Development Plan
We expect to submit to the NMPA and the FDA an IND application for AP308 and initiate a
Phase I clinical trial in the third quarter of 2026. We expect to complete the Phase I clinical trial
in the second quarter of 2027.
Licenses, Rights and Obligations
We independently designed and applied site-directed PEG modification process for AP308.
The original IgA protease based on which AP308 was created was developed by and licensed from
the Peking University First Hospital (“ PUFH ”). In January 2022, we entered into a license
agreement with the PUFH, which granted us an exclusive and irrevocable license to research,
develop, and commercialize globally the IgA protease. For more details, please refer to “Business
— Major Collaboration Arrangements — Collaboration Arrangement with the Peking University
First Hospital.” Such in-licensing of certain components for subsequent drug development is a
common practice in the biopharmaceutical industry, according to CIC.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET AP308
SUCCESSFULLY.
Mircera
® (AP601): A New Choice for Chinese CKD Patients with Anemia
Mircera ® (methoxy polyethylene glycol-epoetin beta) is a long-acting EPO used for the
treatment of anemia associated with CKD. It is the first EPO approved for once-monthly
administration worldwide. Mircera
® is not a biosimilar drug. As of the Latest Practicable Date,
Mircera ® enjoyed market exclusivity, fortified by the absence of approved biosimilars. Globally,
Mircera ® is a leading erythropoiesis-stimulating agent, distinguished by an effective clinical
profile. In 2025, Mircera ® accounted for approximately 30% share of the global renal anemia drug
market, and in China, its market share was less than 5%.
Anemia, characterized by a deficiency in red blood cells or hemoglobin, is a common and
serious complication of CKD. It results from impaired erythropoietin production due to kidney
dysfunction. While conventional treatments include EPOs and iron supplementation, many patients,
particularly those on hemodialysis or peritoneal dialysis, fail to achieve target hemoglobin (“ Hb”)
levels after receiving conventional treatments. Mircera
® stimulates erythropoiesis by interacting
with the erythropoietin receptor on progenitor cells in the bone marrow, thereby helping the patients
reach the target Hb level of 110g/L. Mircera
® can maintain a stable Hb level with a favorable safety
profile, and it is the first-line recommended medication by global anemia treatment guidelines. Its
once-monthly dosing also improves patient adherence and treatment convenience.
Mircera
® was developed by Roche Pharmaceuticals Inc. (“ Roche ”). It is marketed globally.
In 2018, the NMPA granted marketing approval of Mircera ® in China. In October 2023, we entered
into a supply and marketing agreement with Roche, under which we shall exclusively promote
Mircera
® in China. For more details, please refer to “Business — Major Collaboration
Arrangements — Collaboration Arrangement with Roche Holding AG.” We secured inclusion of
Mircera
® in the 2023 NRDL of China right after obtaining the commercialization rights in China.
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Other Preclinical Stage Product candidates
We are advancing the development of additional product candidates at the preclinical stage.
AP304 is a product candidate targeting acute kidney injury (“ AKI”) and acute ischemic stroke
(“AIS”). AP305 is a complement factor B inhibitor developed for the treatment of IgAN and other
immune-mediated renal diseases. AP307 is a product candidate targeting membranoproliferative
glomerulonephritis (“ MPGN ”), a kidney disorder where immune system defects lead to the
deposition of antibodies and complement components in the kidney, causing inflammation and
changes to kidney cells. We expect to file IND applications for AP304 and AP305 in 2027.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET AP304, AP305
and AP307 SUCCESSFULLY.
MAJOR COLLABORATION ARRANGEMENTS
Collaboration Arrangement with Vidasym, Inc.
AP301 was initially developed by Vidasym, which is a U.S.-based clinical-stage drug
discovery and development company with a focus on CKD complications and osteoporosis. It was
co-founded by Jin Tian, M.D., our co-founder and chief medical officer. Vidasym completed a Phase
I clinical trial of AP301. We in-licensed the full China right and later acquired the full global rights
relating to AP301 in 2018 and 2021, respectively, with no future milestone and royalty obligations
from Vidasym following the close of the below transactions. We have solely conducted the Phase
II and Phase III clinical trials of AP301.
In May 2018, we entered into an Assignment and License Agreement (the “ 2018 Vidasym
Agreement ”) with Vidasym, Inc. (“ Vidasym ”) regarding AP301.
 Obligations, Responsibilities, and Intellectual Properties. Pursuant to the 2018 Vidasym
Agreement, we acquired from Vidasym its entire right, title and interest in patent
applications relating to AP301 in Chinese Mainland, Hong Kong, Macau and Taiwan, as
well as the inventions described therein. Also, we acquired from Vidasym (i) an
exclusive license to exploit additional patents or patent applications in multiple
jurisdictions, as well as know-how, of Vidasym relating to AP301, in Chinese Mainland,
Hong Kong, Macau and Taiwan, and (ii) a non-exclusive license to exploit the said
patents, patent applications and know-how in regions outside Chinese Mainland, Hong
Kong, Macau and Taiwan.
We shall use commercially reasonable efforts to develop and seek regulatory approvals
for at least one product containing AP301 in at least one indication and in at least one
regulatory jurisdiction in Chinese Mainland, Hong Kong, Macau and Taiwan. The 2018
Vidasym Agreement did not provide a joint steering committee.
 Payments. Vidasym shall receive from us a one-time payment of RMB150 thousand, the
amount of which had been settled. No milestone payment or royalties were provided in
the 2018 Vidasym Agreement. In addition, Vidasym will obtain, in a nominal value
reasonably acceptable to the parties, certain equity interest of us. As of the Latest
Practicable Date, we have fulfilled our payment obligations with Vidasym under the
2018 Vidasym Agreement. The total consideration of the 2018 Vidasym Agreement
included the aforementioned one-time payment and equity interest to be received by
Vidasym.
 Dispute Resolution. Any dispute or claim arising out of or in connection with the 2018
Vidasym Agreement, shall be referred to and finally resolved by arbitration administered
by the Hong Kong International Arbitration Centre.
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 Termination. Unless terminated earlier, the 2018 Vidasym Agreement shall expire on the
last to occur of: (1) expiration of the last-to-expire valid claim in the patent applications
assigned to us pursuant to the 2018 Vidasym Agreement relating to AP301 in Chinese
Mainland, Hong Kong, Macau and Taiwan; and (2) the expiration of, on a product-by-
product and jurisdiction-by-jurisdiction basis, any exclusive marketing rights or data
exclusivity rights conferred by any regulatory authority with respect to any product
containing AP301 in a jurisdiction within Chinese Mainland, Hong Kong, Macau and
Taiwan. We may terminate without cause upon prior written notice to Vidasym or if the
assigned patent titles are acquired by a government authority, while either party may
terminate for the other party’s material breach or bankruptcy.
In connection with the 2018 Vidasym Agreement, Shanghai Alebund shall issue certain equity
interest equivalent to the parties involved, including Vidasym. Accordingly, in 2018, Shanghai
Alebund issued 37.5% of its equity stake to Vidasym. This percentage was set at arm’s length among
our founder, investors, and Vidasym, reflecting AP301’s market potential in Greater China. The
ratio was fixed in the joint venture agreement in connection with the establishment of Shanghai
Alebund, not as part of the 2018 Vidasym Agreement. When such issuance of equity interest
occurred, the key business activity of Shanghai Alebund was to conduct R&D of AP301 and serve
as the IP holding company for AP301 in China. The aforementioned one-time payment and equity
interest received by Vidasym in connection with the 2018 Vidasym Agreement were based on our
evaluation of the market value of the Greater China rights of AP301 at the time of the transaction
as well as the valuation of Shanghai Alebund based on consensus between external investors and
us. For details, see “History, Development and Corporate Structure — Corporate Development and
Major Shareholding Change — (1) Establishment and Historical Corporate Reorganization” and
“History, Development and Corporate Structure — Pre-IPO Investments.”
In November 2019, we entered into an Equity Transfer Agreement (the “ 2019 Vidasym
Agreement ”) with Vidasym. Pursuant to the 2019 Vidasym Agreement, Vidasym: (i) sold 37.5% of
the equity interests it held in Shanghai Alebund to a wholly-owned subsidiary of Alebund Cayman
and (ii) granted us an exclusive option to acquire Vidasym’s global rights in the intellectual property
regarding AP301, in exchange for our payment of a low single-digit millions of U.S. dollars with
the intention to realize immediate economic benefits. The pricing was based on our evaluation of
the market value of the Greater China rights of AP301 as well as the post-money valuation of
Shanghai Alebund after the May 2018 Investment. Such low single-digit millions of U.S. dollars
were paid in full and as of the Latest Practicable Date, there was no outstanding payment
obligations under the 2019 Vidasym Agreement. Following the execution of the 2019 Vidasym
Agreement, Vidasym was no longer our shareholder. In September 2020, we entered into an
Amendment to Equity Transfer Agreement, pursuant to which the end date of exercising the
exclusive option was amended to June 30, 2022.
In June 2021, we entered into an Assignment Agreement (the “ 2021 Vidasym Agreement ”)
with Vidasym regarding AP301, as an exercise of the exclusive option granted to us in the Equity
Transfer Agreement in November 2019. Pursuant to the 2021 Vidasym Agreement, we acquired
from Vidasym the full global rights regarding AP301, in exchange for our payment of low
double-digit millions of U.S. dollars, which had been fully paid.
Pursuant to the JV Agreements, the 2018 Vidasym Agreement, the 2019 Vidasym Agreement
and the 2021 Vidasym Agreement, collectively, Vidasym has undertaken, among other things, that
it shall not, directly or indirectly, engage in any development or commercialization activities in the
field of phosphate binders globally, and has further committed to cease exercising any rights, and
refrain from any activities that would challenge or adversely affect the Group’s exclusive
exploitation of the assigned phosphate binder technology and intellectual property. Such non-
competition undertakings shall remain in effect throughout the term of the agreements, which
extends until the later of the expiration of the last-to-expire licensed patent rights or the expiration
of any regulatory exclusivity rights globally.
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Vidasym had not been involved in and will not further contribute to the clinical development
and indication expansion of AP301 beyond the completed Phase I clinical trial (VDKDL001).
Vidasym does not retain any right to, nor does there exist any, revenue-sharing arrangement for
AP301 after the 2021 Vidasym Agreement and going forward. For details on non-competition
undertakings of Vidasym, see “History, Development and Corporate Structure — Corporate
Development and Major Shareholding Changes — (1) Establishment and historical corporate
reorganization.”
There were no outstanding payments or other obligations under the entire collaboration
arrangement between Vidasym and us as of the Latest Practicable Date.
Collaboration Arrangement with Chugai Pharmaceutical Co., Ltd.
Chugai Agreement
In July 2021, we entered into an option and license agreement (the “ Chugai Agreement ”)
with Chugai Pharmaceutical Co., Ltd. (“ Chugai ”) regarding AP306. Founded in 1925, Chugai is
one of Japan’s leading research-based pharmaceutical companies. Chugai, based in Tokyo,
specializes in prescription pharmaceuticals and is listed on the Tokyo Prime Stock Exchange (TSE:
4519). We obtained the global development and commercialization rights for AP306.
Obligations and Responsibilities
Under the Chugai Agreement, Chugai granted us an option to acquire a global exclusive
sublicensable license to develop, manufacture, and commercialize AP306. Also, Chugai allowed us
to conduct an early-stage efficacy clinical trial to further evaluate AP306. If we exercise the option,
Chugai shall grant us an exclusive license to develop, manufacture, and commercialize AP306 for
all indications worldwide. In October 2023, we exercised the option, and we now own the global
development and commercialization rights for AP306.
After our exercise of the option under the Chugai Agreement, Chugai shall grant to us an
exclusive license for all patents and know-how that are controlled by Chugai and necessary or
useful to exploit AP306, for us to exploit AP306 globally. The Chugai Agreement did not limit such
patents and know-how to a specified group of patents or know-how. After our exercise of the option
under the Chugai Agreement, we shall have the sole responsibility and control, at our sole costs and
expense, for all development and commercialization activities for AP306.
In addition, the parties shall establish a joint steering committee of four committee members,
consisting of two senior representatives designated by each party. The purpose of the joint steering
committee is to address and oversee the development, registration and commercialization activities,
as well as any other issue, in connection with the Chugai Agreement.
Intellectual Property
Chugai retains ownership of the patents relating to AP306 prior to execution of the Chugai
Agreement. We shall own all data, inventions, discoveries and know-how, whether patentable or
not, and any intellectual property rights thereof, acquired or developed by us upon or after our
exercise of the option under the Chugai Agreement.
Payments
Chugai shall receive from us an upfront payment of a middle single-digit hundred thousand
of U.S. dollars upon executing the Chugai Agreement. In addition, if we exercise the option under
the Chugai Agreement, Chugai shall receive from us an upfront license payment of a low
double-digit million of U.S. dollars as well as milestone payments up to a low single-digit hundreds
of millions of U.S. dollars based on achievement of certain predetermined milestones relating to
regulatory approval and commercial sales, and royalty payment of a middle single-digit to teens
percentage of annual net sales of AP306 after its expected launch.
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Dispute Resolution
The parties shall negotiate in good faith to settle the disputes in connection with the Chugai
Agreement. Any dispute shall be referred to senior management of each party for attempted
resolution. In the event senior management are unable to resolve the dispute, the dispute shall be
settled by arbitration administered by the Singapore International Arbitration Centre.
Termination Clause
Unless terminated earlier, the Chugai Agreement shall continue in full force and effect until
the expiration of the royalty term for AP306 under the Chugai Agreement. The royalty term for
AP306 will expire in a country upon the latter of: (a) expiration of the last-to-expire patent that has
a valid claim covering AP306 in the country and (b) the tenth anniversary of the first commercial
sale of AP306 in the country.
Collaboration Arrangement with Roche Holding AG
Roche Agreement
In October 2023, we entered into a supply and marketing agreement (the “ Roche Agreement ”)
with Roche Hong Kong, Ltd. (“ Roche ,” a subsidiary of Roche Holding AG) regarding Mircera
®.
Founded in 1896 in Switzerland, Roche Holding AG is a world leading biotechnology company and
a global leader in in-vitro diagnostics.
Obligations and Responsibilities
The Roche Agreement granted us an exclusive license to sell, distribute or otherwise
commercialize Mircera
® in China (not including Hong Kong, Macau and Taiwan). Roche shall
supply Mircera ® to us pursuant to an annual purchase schedule and price terms provided in the
Roche Agreement. Roche shall obtain and maintain the drug registration certificate and its
appendices of Mircera
® in China at its own expense. We shall obtain and maintain all permits and
registrations required for the marketing and promotion of Mircera ® in China at our own expense.
The Roche Agreement did not provide a joint steering committee.
Intellectual Property
The Roche Agreement did not provide for any transfer or concession of intellectual property
rights relating to Mircera ® between Roche and us.
Payments
Roche shall receive from us an upfront payment of a middle single-digit millions of RMB, as
well as milestone payments up to a low double-digit millions of RMB based on achievement of
certain predetermined milestones relating to NRDL and commercial sales.
Dispute Resolution
The parties shall amicably settle any controversy or claim relating to the Roche Agreement.
For any controversy or claim relating to supply of Mircera
® that cannot be amicably settled, either
party shall submit such controversy or claim to Hong Kong International Arbitration Center. For any
controversy or claim relating to promotion of Mircera
® that cannot be amicably settled, either party
shall submit such controversy or claim to Shanghai International Arbitration Center.
Termination Clause
The Roche Agreement shall remain in force for ten years, unless terminated earlier, and shall
be automatically renewed for another five-year period, unless either party notices the other party in
writing of its intent not to renew in advance. Roche may terminate the Roche Agreement without
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cause. Each party may also terminate the Roche Agreement upon a material breach by the other
party, the dissolution, liquidation, or bankruptcy of the other party, or inability to sell Mircera ®
legally in China due to reasons not attributable to any party’s fault.
Collaboration Arrangement with the Peking University First Hospital
PUFH Agreement
In January 2022, we entered into a license agreement (the “ PUFH Agreement ”) with PUFH
to discover, develop, manufacture and commercialize an IgA protease. Founded in 1915, PUFH is
a large comprehensive Grade 3A hospital in China, integrating medical services with teaching and
research.
Obligations and Responsibilities
Under the PUFH Agreement, PUFH granted us an exclusive and irrevocable license to
research, develop, and commercialize an IgA protease globally, with the right to grant sublicenses.
In addition, we commissioned PUFH to perform non-clinical studies regarding the medical
application of the licensed IgA protease. Under the PUFH Agreement, we shall, at our own decision
and cost, be responsible for the IND application, clinical research, regulatory activities,
manufacture, sales and promotion relating to the IgA protease. We shall own the IND approval,
marketing authorization, trademark and promotion materials relating to the IgA protease.
Intellectual Property
PUFH retains ownership of the patents filed prior to execution of the PUFH Agreement. Any
intellectual property, including patents and know-how, developed by PUFH under the said
commissioned studies regarding the licensed IgA protease shall be jointly owned by the parties.
Payments
PUFH shall receive from us an upfront payment of a low single-digit millions of RMB. PUFH
also shall receive from us development milestone payments up to a low single-digit hundreds of
millions of RMB based on achievement of certain predetermined milestones relating to clinical trial
progress and commercial launch, as well as commercial milestones payments up to a low
single-digit hundreds of millions of RMB based on the annual net sales amount of the product
incorporating the licensed IgA protease after the commercial launch. In addition, PUFH shall
receive from us royalty payment of a low single-digit percentage of annual net sales of the product
incorporating the licensed IgA protease after the commercial launch.
Dispute Resolution
The parties shall strive to resolve the disputes arising from the PUFH Agreement. In the event
the parties are unable to resolve the dispute, the dispute shall be resolved by arbitration
administered by the China International Economic and Trade Arbitration Commission in Beijing.
Termination Clause
Unless terminated earlier, the PUFH Agreement shall continue in effect until the last to occur
of, on a country-to-country basis: (1) expiration of the last-to-expire valid claim of the patents
covering the sequence of the licensed IgA protease in that country; and (2) ten years from the first
commercial sale of the product incorporating the licensed IgA protease in that country. We may
terminate the PUFH Agreement if research, development, or commercialization of the licensed IgA
protease or the product incorporating the same constitutes an infringement of a third party’s patents,
such that the product incorporating the same no longer has commercial viability. Each party may
also terminate the PUFH Agreement upon occurrence of one of the following events: (1) the other
party’s material breach of the PUFH Agreement, and (2) bankruptcy of the other party.
Chugai, Roche and PUFH are Independent Third Parties.
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Collaboration Arrangement with R1 Therapeutics
R1 Agreement
In December 2025, we entered into a collaboration and license agreement (the “ R1
Agreement ”) with R1 Therapeutics, Inc., a corporation organized and existing under the laws of
State of Delaware with respect to AP306. R1 Therapeutics, Inc. (“ R1”) is a newly established
biotechnology company backed by major global dialysis service providers and a syndicate of
leading global life sciences investors. R1 focuses on the research, development, and
commercialization of innovative biopharmaceutical products for the treatment of kidney diseases
and related complications and other chronic conditions.
In connection with the R1 Agreement, we entered into common stock issuance agreements
with R1 in December 2025, pursuant to which we received certain class B common shares. R1 also
entered into stock purchase agreement with certain investors in connection with its financing in
December 2025 and February 2026, pursuant to which certain investors received Series A preferred
shares. Upon closing of these agreements, we held a significant equity stake (minority stake), with
anti-dilution protection mechanisms designed to maintain such percentage ownership.
We selected R1 as our partner based on the following considerations: (i) R1’s dedicated
strategic focus on renal diseases; (ii) the strategic industrial backing from well known global life
science investors which provides valuable commercial insights and market access capabilities; (iii)
R1’s financial position secured through R1’s subsequent financing to support the Phase IIb MRCT
and subsequent development of AP306; and (iv) the deal structure which allows us to retain an
equity interest in R1 and be entitled to receive dividends declared by R1 in proportion to the
Company’s equity interest, thereby capturing the long-term upside of AP306’s global success. Other
than AP306, R1 currently does not hold other products in development in its pipelines. In addition,
R1 does not acquire the ownership of any existing AP306-related patent through the R1 Agreement.
Obligations and Responsibilities
We granted R1 an exclusive license to develop, manufacture, and commercialize AP306 in the
territory outside Chinese Mainland, Hong Kong, Macau and Taiwan (the “R1 Territory”), while we
retain full rights and control over the asset in our core market of Greater China. R1 assumes the
primary financial responsibility for the global clinical development of AP306 in the R1 Territory.
Specifically, for the planned MRCTs of AP306, R1 has agreed to bear the majority of the total trial
costs as the U.S. arm of the trial will be conducted by R1. Accordingly, we and R1 will each conduct
the Phase IIb MRCT and the subsequent Phase III clinical trial for AP306 in their respective
territories, with we responsible for Greater China and R1 responsible for R1 Territory. R1 and we
will act as co-sponsors, and each is responsible for clinical trial execution and regulatory
submissions in its respective territory, while providing the other party with relevant data and
necessary support for regulatory purposes. This structure allows us to leverage R1’s capital to fund
the global data generation required for our own China regulatory filings, reducing our R&D burn
rate while retaining full upside in our home market. Pursuant to the R1 Agreement, R1 owned and
controlled the full rights specified under the R1 Agreement with respect to AP306 in R1 territory.
R1 assumes and directly bears the financial obligations owed to our upstream licensor,
Chugai, related to the R1 Territory. This includes the responsibility for the tiered royalties and the
commercial milestone payments payable to Chugai, thereby removing these financial liabilities
from our balance sheet for the R1 Territory. R1 also assumes responsibility for all regulatory
activities and filings in the R1 Territory. We are only obligated to provide necessary technical
transfer and existing regulatory materials, primarily data, information and regulatory
communications regarding registrational clinical trial conducted (primarily involving clinical data
and information derived from registrational clinical trials conducted as well as material
communications with relevant authorities), to enable R1’s activities, thereby minimizing our
operational burden for overseas markets.
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In addition, the parties shall establish a joint steering committee to coordinate and discuss the
development and commercialization of AP306 by each party. The joint steering committee will be
composed of an equal number of representatives from each party and a minimum of three
representatives of each party. A representative of R1 and a representative of us will co-chair the
joint steering committee. The joint steering committee will make decisions as to matters within its
jurisdictions unanimously. If the joint steering committee is unable to resolve any matter
unanimously, then (a) if such matter is solely related to matters in Chinese Mainland, Hong Kong,
Macau and Taiwan, such matters shall be finally decided by us, and (b) all other matters shall be
finally decided by R1, subject to certain restrictions.
Development Technology Transfer and Assistance
We will deliver our know-hows, mainly clinical and regulatory materials shared by Chugai
under the Chugai agreement as well as those developed by us in relation to Phase II clinical trial
in China and Phase IIb MRCT in China and the United States, to R1, and thereafter, each calendar
quarter during the term, both parties will exchange any additional know-hows, with translations into
English as needed and reasonable technical assistance provided at cost. To the extent permitted by
applicable laws, we will also transfer and assign regulatory materials obtained from authorities in
the R1 Territory to R1.
Intellectual Property
R1 will solely own all rights, title and interests in and to all know-hows developed, conceived
or reduced to practice during the term of the R1 Agreement solely by or on behalf of R1 or any of
R1’s affiliates’ or sublicensees’ (excluding us and certain preferred shareholders) employees,
independent contractors, or consultants, in the course of conducting activities under the R1
Agreement, and any related patent rights. Subject to the exclusive licenses granted under the R1
Agreements, we will solely own all rights, title and interests in and to all know-how developed,
conceived, or reduced to practice during the term solely by or on behalf of us or any of our affiliates
or licensees’ (other than R1) employees, independent contractors, or consultants, in the course of
conducting activities under the R1 Agreement and any related patent rights.
Financial Consideration
Concurrently with the execution of R1 Agreement, R1 issued class B common shares to us as
non-cash consideration. We hold minority equity interest in R1 and our equity stake in R1 contains
anti-dilution protection mechanisms designed to maintain our percentage ownership at a specified
level through subsequent financing rounds.
We are eligible to receive from R1 up to low triple-digit millions of U.S. dollars in total.
Under the R1 Agreement, we have transferred to R1 all payment obligations owed to Chugai
specified in the Chugai Agreement in respect of the R1 Territory, including certain development,
sales and commercial milestone payments and royalty payments (together, the “Pass-through
Payments”). R1 can elect to pay Pass-through Payments either through us or directly to Chugai. For
details on payment to Chugai, see “— Collaboration Arrangement with Chugai Pharmaceutical Co.,
Ltd.” In addition to class B common shares received and Pass-through Payments, we can further
share the economics of AP306’s global success through tiered royalty payment linked to annual net
sales of AP306 after its expected launch, ranging from 1% to 4% depending on the amount of annual
net sales exceeding US$1.0 billion. As of the Latest Practicable Date, other than the class B
common shares received as described above no conditions for the milestone and royalty payments
had been reached and we had not received any such milestone or royalty payments from R1.
Dispute Resolution
The parties shall negotiate in good faith to settle disputes in connection with the R1
Agreement. Any dispute shall be referred to senior management of each party for attempted
resolution. If senior management are unable to resolve the dispute, the dispute shall be settled by
arbitration administered by the International Centre for Dispute Resolution in New Y ork City.
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Termination
Unless terminated earlier due to material breach, insolvency, patent challenge, cessation of
activities or failure to fund, the R1 Agreement shall continue in full force and effect until the
expiration of the royalty term (royalties for AP306 are payable on a product-by-product and
country-by-country basis until the latest of the expiration of the last-to-expire licensed patent claim,
the expiration of all regulatory exclusivity of AP306, or the tenth anniversary of first commercial
sale) for AP306 under the R1 Agreement.
Notwithstanding that AP306 has demonstrated a higher serum phosphorus control rate than
AP301, we believe that the out-licensing arrangement with R1 is in the commercial interests of the
Group, having considered the following:
 Scope of the arrangement is limited . The out-licensing arrangement covers rights to
AP306 in regions outside Greater China only. We have retained all rights to develop,
manufacture and commercialize AP306 within Greater China and continue to advance
AP306 in China on a self-led basis;
 Differentiated development stage . AP306 development remains at a relatively earlier
stage of development than our Core Product AP301, and is accordingly subject to a
comparatively higher level of clinical, regulatory and commercialization uncertainty.
AP301, by contrast, is at a more advanced clinical stage with greater visibility as to its
regulatory pathway and commercialization prospects;
 Capital intensity and resource allocation . Conducting MRCTs and building
commercialization infrastructure outside Greater China for AP306 would require
substantial capital commitment and management resources. As a company with finite
financial and operational resources, we considered it commercially prudent to leverage
the overseas development and commercialization resources, experience and network of
a partner for the ex-Greater China territories of AP306, while concentrating our in-house
resources on AP301; and
 Differentiated commercialization strategy for AP301 . We have not adopted an out-
licensing model for AP301 because AP301 is clinically more advanced and certain and
we believe we have a clearer path to maximize its value through self-led
commercialization in China and a CSO-supported commercialization model in the U.S.,
rather than through an early-stage outlicensing arrangement.
As of the Latest Practicable Date, we, as the single largest shareholder of R1 on a legal-entity
basis, hold 21.25% interest on a fully diluted basis. The other shareholders of R1 are independent
third parties to us. We have certain special rights, including, among others, anti-dilution protection,
information rights and the right to appoint certain directors jointly with other common shareholders
and preferred shareholders, none of which conferred unilateral control over R1 Therapeutics.
Furthermore, the holders of Series A preferred shares, when viewed as a shareholder class in
aggregate, held a significantly larger aggregate equity interest and voting power than us and were
able, through their class rights, including the right to designate a majority of the board seats, to
exercise substantial influence over the governance and management of R1. Furthermore, we only
hold veto rights with respect to one director and cannot unilaterally appoint any director. As a result,
R1 is accounted for as an associate rather than a subsidiary because we do not control R1 and do
not have unilateral power to direct its relevant activities or its financial and operating policies,
especially given other major shareholders have comparable amount of equity interests in R1.
Following the closing of R1’s Series A financing in February 2026, we are contractually
entitled to require R1 to issue additional Class B common stocks to us at nil consideration. We
exercised this anti-dilution rights, thereby maintaining our 21.25% fully diluted interest in R1.
Notwithstanding that R1 is expected to remain loss-making in the near term, which we consider
typical of early-stage biotechnology companies, we determined to exercise the right in order to (i)
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preserve our long-term economic interest in the ex-Greater China commercialization of AP306, (ii)
retain participation in potential equity value in R1, and (iii) avoid dilution at the current round
which would likely be more costly to restore in subsequent financing rounds at higher valuations.
RESEARCH AND DEVELOPMENT
We have built our research and development (“ R&D”) capabilities as the core of our mission
to contribute to renal therapeutics and serve the needs of renal patients globally. Integrating deep
insights into renal disease biology, we serve varied clinical needs and enable the building of a
pipeline targeting salient needs in CKD and its complications, prioritizing differentiated and
effective therapeutics. Our R&D team comprises seasoned scientists with decades of experience
from leading global pharmaceutical companies and regulatory bodies, driving innovations across
small molecules, biologics, and enhancing our capabilities. Our entire R&D philosophy, led by our
chief medical officer, Jin Tian, M.D., chief technology officer, Dr. Shu Chutian, and our chief
scientific officer, Dr. Shen Xiao, is therefore anchored in addressing pressing needs of patients and
their nephrologists.
R&D Team
Our in-house R&D team consisted of 61 employees as of the Latest Practicable Date, with
72.1% members of our R&D team holding master’s or PhD degrees, including 14.8% members with
doctorate degrees. Our core R&D personnel consists of three members who have been working in
the pharmaceutical industry for an average of over 20 years with substantial expertise in preclinical
and clinical development. During the Track Record Period and up to the Latest Practicable Date, we
had 46 R&D personnel involved in the development of our Core Product and 15 R&D personnel
responsible for the development of our other product candidates. As of the Latest Practicable Date,
95.7% of our R&D personnel involved in the development of the Core Product as of June 12, 2025
remain employed by us. The following table sets forth a breakdown of the number of R&D team
by function as of December 31, 2025:
Functions
Number of
employees
by function
Employees
responsible
for the
development
of AP301
Employees
responsible
for the
development
of other
technological
capabilities
Drug Discovery and CMC Development /H1118/H1118 28 18 10
Pre-clinical Development and Regulatory /H1118 1 578
Clinical Development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 18 1
Portfolio Management and Quality /H1118/H1118/H1118/H1118/H1118/H1118440
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866 47 19
The following table sets forth the identities, positions, expertise of our core R&D personnel.
Identity Position Expertise
Involvement and
contributions to the R&D
activities
Date of
joining our
Group
Jin Tian,
M.D. /H1118/H1118/H1118Chief medical
officer and co-
founder
Board-certified physician in
internal medicine and
nephrologist, with 15 years’
experience in academic and
clinical practice and over 20
years’ experience in the
biopharmaceutical industry
Establish clinical-stage
program portfolio, conduct
communications with
regulatory authorities, and
implement clinical trials.
Lead scientific evaluation of
in-licensed products.
April 2018
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Identity Position Expertise
Involvement and
contributions to the R&D
activities
Date of
joining our
Group
Dr. Shu
Chutian /H1118Chief technology
officer
Substantial manufacturing
expertise based on over 15
years’ CMC experience in
the biopharmaceutical
industry
Refine the CMC aspects of
our pipeline products to
advance drug development,
optimize cost and ensure
consistent quality.
July 2019
Dr. Shen
Xiao /H1118/H1118/H1118
Chief scientific
officer
In-depth regulatory insight
based on over 20 years’
experience with FDA
Lead preclinical strategy
design, target discovery,
evaluation and global
development. Before his
full-time employment, Dr.
Xiao acted as our key
advisor, drawing on his
deep expertise gained from
his tenure at the FDA to
formulate the regulatory
road map for AP301. Upon
joining us, he immediately
took charge of executing
our global strategy, leading
constructive dialogues with
the FDA and other
authorities for AP301 and
other early-stage product
candidates.
April 2025
Scientific Advisory Board
There are 6 members in our scientific advisory board, all of whom are nephrologists holding
more than 30 years’ practical experience in nephrology clinics. They led or co-led major clinical
studies in the renal space, such as clinical studies related to CKD, DKD, IgAN, polycystic kidney
disease, FSGS and Alport Syndrome. Their major contribution includes but is not limited to: (1)
advocating “reduction level of proteinuria” as a surrogate endpoint for IgAN/FSGS in series
discussions with the FDA and other authorities; (2) leading KDIGO guideline updates in
CKD-MBD, glomerular diseases, DKD, etc.; (3) guiding global research network and/or patient
advocate groups for kidney diseases such as, among others, IgAN, ADPKD and FSGS.
For the years ended December 31, 2024 and 2025, we recorded research and development
expenses of RMB235.4 million and RMB372.6 million, respectively, with research and
development expenses of RMB139.8 million and RMB205.6 million attributable to our Core
Product, respectively, representing 59.4% and 55.2% of our R&D expenses. We anticipate
continuing to make significant investments in our R&D efforts, since we plan to expand the
indications and continue the clinical development of our product candidates, advance more pipeline
candidates along clinical trials and conduct additional preclinical studies.
The following table sets forth a breakdown of our research and development expenses by Core
Product and other product candidates, in an absolute amount and as a percentage of our total
research and development expenses, for the years indicated.
For the Y ear Ended December 31,
2024 2025
RMB % RMB %
(RMB in thousands, except for percentages)
Core Product /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,800 59.4 205,600 55.2
Other product candidates /H1118/H1118/H111895,567 40.6 166,974 44.8
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For the Y ear Ended December 31,
2024 2025
RMB % RMB %
(RMB in thousands, except for percentages)
AP303 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,205 12.8 38,568 10.4
AP304 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,177 0.5 1,238 0.3
AP305 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,631 2.0 1,618 0.4
AP306 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,450 16.8 58,016 15.6
AP308 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,104 8.5 67,529 18.1
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180 0.0 4 0.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118235,367 100.0 372,574 100.0
Drug Discovery and CMC Development
Our drug discovery work is led by Dr. Shu Chutian (our chief technology officer) and Dr. Shen
Xiao (our chief scientific officer). In early discovery and development, we leverage our R&D
expertise alongside growing collaborative interest from leading research institutions to foster
innovation and expand our renal disease portfolios.
Our CMC team consists of professionals with extensive experience in process development,
manufacturing and quality management from well-known biopharmaceutical and pharmaceutical
companies. Our CMC team members have on average approximately 12 years’ of experience. Our
CMC team is responsible for develop, scale up, and characterize the manufacturing process to
support pre-clinical and clinical studies and future commercial use. It is also responsible for
preparing pharmaceutical related regulatory files and interactions with the health authorities on the
related subjects.
Clinical Development
Clinical Development Team
Our clinical development team is led by Jin Tian, M.D., our co-founder and chief medical
officer. As of December 31, 2025, our clinical development team consisted of 19 members,
including professionals with strong drug development experience, who participate in clinical
development strategy development, clinical trial protocol design, clinical trial operation
organization, drug safety monitoring, and clinical trial quality control.
Further, we have established a scientific advisery board which brings unparalleled influence
across CKD indications and complications, and the global standards that guide clinical and
regulatory development. Collectively, they lead and author cornerstone guidelines (including
KDIGO CKD-MBD), shape the FDA and other regulatory policy (persuading the FDA to use
proteinuria as a surrogate endpoint in IgAN), and have designed and executed landmark trials across
DKD, IgAN, ADPKD and other CKD. They sit on steering committees of major international trials
and research organizations, review and edit for top journals such as NEJM, JAMA, JASN, and
AJKD, and advise leading nephrology societies and foundations, providing invaluable and
substantive input to ensure our portfolio aligns with the most current academic discovery and policy
frameworks.
Clinical Trial Design and Implementation
Our clinical development team manages all stages of clinical trials, from protocol design to
overseeing the operations and conduct of clinical trials. Our clinical development team is also
responsible for the selection of trial sites. Our site selection criteria include the site’s overall
experience, understanding of the disease state, access to relevant experts and patients, geographical
coverage, regulatory and quality management, range of services, staff proficiency, and technology.
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We have collaborated with numerous hospitals and PIs that can support our clinical trials of
different indications, at different stages and in different jurisdictions. To the best of our knowledge,
none of our collaborating PIs have any past or present relationships with our Group, our Directors,
Shareholders, senior management or any of their respective associates. The PIs are responsible for
conducting site-level clinical research activities according to our trial protocols and in accordance
with laws, regulations, and the GCP guideline, a quality standard for the overall conduct of the
clinical trial. Each trial has a leading PI with primary responsibility to ensure compliance with trial
protocol and GCP over the entire trial.
Relationship with CROs
During the Track Record Period, we engaged 79 and 89 CROs in the years ended December
31, 2024 and 2025, respectively. All of our top five major CROs engaged in each year during the
Track Record Period are Independent Third Parties. We engaged CROs to support our clinical trials
in line with the industry norm. We select CROs based on qualifications, experiences, industry
reputation, adequacy of clinical trial equipment and data management capability. Our clinical
development team closely supervises and monitors the performance of CROs to ensure they conduct
clinical trials in accordance with our protocols and GCP requirements. CROs are typically
responsible for facilitating the selection of investigators, locating trial sites, local vendors, making
local regulatory filings with our review and approvals, purchasing equipment and materials,
engaging other third parties to further facilitate the clinical trials, enrolling qualifying trial
participants, routine trial site monitoring, and trial data management and analysis.
Regulatory Affairs
Our regulatory affairs team is responsible for the regulatory process of our product candidates,
including assembling application dossiers for IND and NDA, addressing inquiries from relevant
authorities and monitoring our R&D projects to ensure their compliance with relevant regulations.
Our regulatory affairs team manages the regulatory submission process in China, the U.S., Australia
and other regions where we may conduct clinical development. We consistently initiate early and
constructive dialogues with regulatory authorities, which has significantly accelerated our pipeline
progression. For AP301, our discussions with the FDA secured a single clearance for a
multi-regional Phase III clinical trial that included the U.S. and China. For AP306, our
communications with the NMPA led to the receipt of BTD for the treatment of hyperphosphatemia
in patients with CKD that enables expedited regulatory review of AP306. For AP303, our
communications with the FDA led to the receipt of ODD for the ADPKD indication.
MANUFACTURING
As of December 31, 2025, our manufacturing team consisted of 28 members. We have
completed the construction of an in-house manufacturing facility in Y angzhou, China, which has
completed the pilot manufacturing with commercial operation expected half a year after the
commercial launch of AP301, subject to final regulatory approval of AP301. As of the Latest
Practicable Date, the manufacturing facility was in the phase of pilot-scale production and scale-up
preparation. It is expected to commence operation in the fourth quarter of 2028. The designed
annual capacity of AP301 will reach over 200 metric tons at full operation, equivalent to
approximately 285.7 million capsules of AP301, assuming a 700 mg per capsule. The manufacturing
facility has been designed, constructed and operated in accordance with PRC GMP requirements
and international cGMP standards, and we have obtained a Drug Manufacturing License (Category
B) issued by the Jiangsu Provincial Drug Administration. It is expected to support the commercial-
scale production of both drug substance and drug product for our product candidates such as AP301
and AP306.
For manufacturing of AP301 and our other product candidates for preclinical and clinical
study, we outsourced all manufacturing activities to a number of CDMOs during the Track Record
Period. Under our oversight, we did not experience any material product quality issues in respect
of the products manufactured by our CDMO partners during the Track Record Period. Under our
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agreement with our CDMO partners, the CDMO partners are required to perform their services
according to the prescribed time frame as set out in the agreement. Usually, we pay the CDMO
partners in installments, with a specified credit period. Our CDMO partners are responsible for
manufacturing our required products in accordance with certain product specifications, in
compliance with cGMP requirements (where applicable), our quality standards and other applicable
laws and regulations. We retain all the intellectual property rights and grant our CDMO partners the
right to use our intellectual property rights for such manufacturing and packaging activities during
the contract period. We are entitled to inspect and audit our CDMO partner’s manufacturing
process. We mainly determine the service fees paid to the CDMOs in accordance with market prices
of similar services, the number of products manufactured, and the quality and contents of the
services provided. We do not share our IPs, know-how and trade secrets with CDMOs.
COMMERCIALIZATION, MARKETING AND BUSINESS DEVELOPMENT
We plan to build our commercialization capabilities through a combination of an in-house
sales team for China and strategic external partnerships with industry leading players tailored for
global markets, in particular, the U.S., respectively.
We have assembled a renal specialized in-house sales team with 43 members led by Mr. Feng
Jun, our head of commercialization, as of the Latest Practicable Date. Mr. Feng Jun has over 25
years of experience in the biopharmaceutical industry, with extensive experiences in sales
management roles. Currently, our sales team is focused on promoting the sales of Mircera
® in
China. We plan to expand the team to support the expected commercialization of AP301 and other
product candidates. We expect that our future market access team will engage in negotiations
regarding insurance and pricing and seek to include our approved products in the NRDL.
For commercialization in overseas markets, we actively pursue diversified global business
development opportunities, to maximize the commercial potential and improve the development
efficiency of our product candidates. Our business development efforts are led by Dr. Gavin Xia,
our chief executive officer and co-founder. Going forward, we will proactively explore
commercialization opportunities through a range of partnership models, including forming
associates with qualified business partners leveraging their local know-how and insight, engaging
CSO for oversea commercialization efforts, and exploring other out-licensing arrangements. We
will select potential collaborators based on the brand awareness of the potential collaborators, their
R&D capabilities and/or commercialization networks, the track records of successfully developing
and/or commercializing pharmaceutical products, where applicable. We will also seek such
potential collaborators with pipelines, R&D and commercialization capabilities, as well as
monetary resources that could bring potential synergies to us and our pipelines.
Pricing
As of the Latest Practicable Date, we generated revenue from one commercialized product in
the market, Mircera
®. We sell Mircera ® to a third-party distributor in China, who is our direct
customer and responsible for subsequently delivering our products to hospitals, medical institutions
and pharmacies, where we are responsible for sales efforts.
As for our other product candidates, only AP301 is in late clinical development stage with
NDA submission to NMPA (based on the result of China registrational Phase III trial) expected in
June 2026 and to FDA (based on the result of Phase III MRCT in China and the U.S.) expected in
the third quarter of 2027.
AP301 Commercialization Strategy
With respect to commercialization strategy in China, we will submit NDA for AP301 in June
2026 and subject to timely regulatory approval, expect to commercially launch AP301 in China in
2028. We plan to commercialize AP301 in China through our own in-house sales and marketing
team. We believe this approach is appropriate given the concentration of AP301’s target patient
population in public hospitals in China and our connection and network established during
commercialization of Mircera
®.
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With respect to commercialization strategy outside China, we currently prioritize the U.S. as
the principal overseas market for AP301. Subject to timely completion of the Phase III MRCT and
regulatory approval by the FDA, we currently expect to commercially launch AP301 in the U.S. in
2029. We intend to collaborate with contract sales organizations, or CSOs, in the U.S. to maximize
the commercial value of AP301. As of the Latest Practicable Date, we had neither entered into any
definitive agreement nor identified any business partner for commercialization of AP301 outside
China.
In China, we expect to include AP301 in NRDL and base the price of AP301 by considering
the historical pricing of other iron-based phosphate binders as well as efficacy and safety premium
for AP301. In the U.S., we expect to include AP301 in TDAPA and base the price of AP301 on the
historical pricing of other innovative product such as iron-based phosphate binder prevalent in the
U.S. market, plus a efficacy and safety premium as well.
We expect to gain market penetration and adoption of AP301 by leveraging our outstanding
safety and efficacy profiles, and convenience of use. We will actively engage in pricing and
reimbursement evaluations, aiming to secure favorable market placement through national
insurance negotiations. In particular, in China, AP301 is expected to benefit from the supportive
pricing framework for innovative drugs under the Several Opinions of the General Office of the
State Council on Improving the Drug Pricing Mechanism (Guo Ban Fa [2026] No. 9)( ਷ਕ৫፬
ʍจԈ(਷፬೯[2026]9 ໮)). The policy supports innovative
drugs with significant clinical value in setting launch prices that reflect their R&D investment,
development risk and clinical value, while clarifying that volume-based procurement (“VBP”)
should primarily target drugs with multiple suppliers and sufficient market competition. As AP301
is expected to be launched as an innovative therapy rather than a mature multi-source generic
product, it may face less immediate VBP-driven price pressure at the early commercialization stage,
thereby supporting its hospital access, physician adoption and patient uptake in China, subject to
regulatory approval, reimbursement progress and actual clinical positioning. Reimbursement
treatment is a key factor affecting provider adoption of dialysis-related drugs in the U.S. We seek
to include AP301, once approved by the FDA for marketing, in the TDAPA. TDAPA is a temporary
additional reimbursement the U.S. Centers for Medicare & Medicaid Services (“CMS”) designed to
offset the cost of adopting therapies like AP301 during the initial launch period. After the temporary
TDAPA period ends for AP301, we expect to adjust the pricing of AP301 based on its clinical usage
and impact in response to its entry into the bundle payment to minimize the potential of hospitals
and patients switching to alternatives. Without negative financial impact, dialysis providers would
more easily make a decision on formulary inclusion of AP301, and thereby support physician and
patient adoption of AP301 in hyperphosphatemia market in the U.S.
In addition, to support our upcoming product launches, we plan to continue to expand our
in-house sales team by recruiting seasoned sales and marketing professionals with extensive
industry expertise and deep physician networks in renal areas. As our marketing strategy is
anchored on an evidence-based, academic promotion model, we intend to drive market awareness
and clinical adoption by initiating post-marketing clinical studies and establishing active scientific
dialogues with KOLs. Simultaneously, we seek to maintain a stringent internal compliance
framework and anti-bribery policies to ensure that all marketing, promotional and academic
activities are conducted in strict accordance with applicable laws and industry standards.
Prevention of Cannibalization
Due to the similarities of therapeutic effect and applicable indication for AP301 and AP306,
there may be an overlap of addressable market or risk of cannibalization. However, we are of the
view that the risk of cannibalization between AP301 and AP306 is low, due to the following reasons:
(i) AP301 and AP306 are highly differentiated in terms of efficacy and safety profiles, allowing us
to capture a broader and more diverse patient population within this therapeutic area: AP301 is a
backbone therapy for the majority of the hyperphosphatemia patients based on classic phosphate
binding effect and AP306 primarily targets patients that need more efficacious drugs to contain
extremely high hyperphosphatemia level or intolerance of other phosphate lowering therapeutics;
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(ii) the two product candidates are expected to target different patient groups, with AP301 acting
as a passive chemical binder that optimizes the pill-swallowing experience for patients that are
taking binders and whose serum phosphate are under control and AP306 acting as an active
transport inhibitor that minimizes daily pill burden and provides greater serum-phosphate reduction
efficacy; and (iii) AP301 primarily targets cost-sensitive patients for its high value for money and
AP306 primarily targets patients who are less price sensitive for its differentiated approach to
therapeutic needs. To minimize cannibalization risks, we will deploy a segmented market access and
pricing strategy. We intend to position AP301 as a foundational therapy to drive mass-market
penetration and volume growth, while strategically positioning AP306 to capture distinct patient
segments with differentiated medical and affordability needs. Through this tiered positioning, we
believe that the distinct clinical profiles and structured commercial strategies for these two product
candidates when commercialized will create strong market synergy rather than cannibalization. For
discussion of the cannibalization risk, see “Risk Factors — Due to the similarities of therapeutic
effect and applicable indication for certain product candidates, there may be an overlap of
addressable market or risk of cannibalization.”
Distributorship
During the Track Record Period, we sold Mircera
® in China to a third-party distributor, which
has registered capital of RMB2 billion and is wholly owned by a major state-owned enterprise listed
on the Hong Kong Stock Exchange with a national distribution network for medicinal products in
China. Our distributor is primarily engaged in the trading and distribution of pharmaceutical
products. It is also our direct customer responsible for delivering Mircera
® to its sub-distributors,
who subsequently delivered to hospitals and medical institutions. Such arrangement is necessary
because under PRC regulations, sales to public hospitals must be conducted through entities holding
a Good Supply Practice (GSP) License. As we do not currently possess a GSP License, we engaged
such distributor to facilitate compliant sales into public hospitals. Meanwhile, our sales team is
responsible for the promotion of Mircera
® to hospitals in China. Furthermore, the channels and
expertise developed through Mircera ®’s commercialization have equipped us with the requisite
infrastructure and capabilities to launch its other renal programs. We believe this distribution model
helps extend our coverage in a cost-effective manner while retaining proper control over our sales
distribution network and enhancing our core commercialization capabilities through direct
engagement with downstream hospitals. Our distribution model is in line with the industry norm in
the pharmaceutical industry, according to CIC.
As of the Latest Practicable Date, Mircera
®’s distribution network through our distributor
covered over 50 cities in China. During the Track Record Period, all of our revenue was generated
from sales to our distributor in China. Such revenue is recognized when control of the goods is
transferred to the distributor, generally on delivery of the goods. To the best knowledge of our
Directors, our distributor during the Track Record Period and up to the Latest Practicable Date was
an Independent Third Party. Also, during the Track Record Period and up to the Latest Practicable
Date, our distributor was not controlled by our former or current employees, did not use our brand
or name, and did not receive any material advance or financial assistance from us.
We chose our distributor based on its demonstrated distribution capabilities, knowledge of the
respective markets, financial stability, creditworthiness, and operational scale. We regularly
monitor our inventory to ensure timely supply of our products and reduce the risk of overstocking.
Individual sales contracts or purchase orders are generally separately entered into or placed for each
purchase. The following sets forth salient terms of our distribution agreement:
 Designated distribution area . Our distributor is allowed to import, store, sell and
distribute Mircera
® in China (not including Hong Kong, Macau and Taiwan).
 Term. The duration of the distribution agreement is two years and can be renewed for
another year under the same terms.
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 Sub-distributors . We do not prohibit our distributor from engaging second-tier or other
sub-distributors subject to the compliance with certain specified requirements and
clauses in the distribution agreement, including obtaining all the required licenses and
permits in its respective designated area for storing, selling and distributing the product.
Generally, we do not have contractual relationships with or revenue recognized from
sub-distributors engaged by our distributor and we do not manage or monitor such
sub-distributors directly. We typically rely on our distributor to supervise its respective
sub-distributors. However, we retain a right to select sub-distributors and disqualify
particular sub-distributors for failure to meet the specified requirements and clauses in
the distribution agreement applicable to the sub-distributors.
 Delivery and acceptance. Upon receiving the delivery notice, the distributor is
responsible for accepting the product, handling customs clearance, and transporting the
relevant goods to the consignment warehouse. The products in the consignment
warehouse remain our property.
 Transfer of ownership. After both parties sign the purchase order, we will issue an
invoice. Once the invoice is issued, the products may be transferred from the
consignment warehouse to the distributor’s own warehouse, and title to the products will
also pass to the distributor.
 Sales target and minimum purchase requirement . Our distribution agreement does not
specify an agreed annual sales target or minimum annual purchase amount. Our
distribution agreement does not mandate selling prices to sub-distributors or end-
customers.
 Return of products . Our distributor is required to inspect the products on delivery. In line
with market practice, return of products are generally not allowed except for limited
circumstances, such as, among others, defective or expired products, return requests
from medical institutions, or other specific requests approved by us.
OUR SUPPLIERS
During the Track Record Period, our suppliers are mainly comprised of service providers and
equipment and consumables suppliers. Although we primarily use a limited number of suppliers,
there are alternate suppliers available for our needs for services, equipment and consumables. To
the best knowledge of our Directors, there was no material breach of procurement agreements with
our suppliers during the Track Record Period. Our Directors believe that we would not experience
any material difficulties in procuring our major consumables. For the years ended December 31,
2024 and 2025, purchases from our five largest suppliers in aggregate accounted for 57.0% and
46.4% of our total purchases, respectively. Our purchases from our largest supplier in each year
during the Track Record Period amounted to RMB110.5 million and RMB31.4 million, representing
21.9% and 11.2% of our total purchases for the respective year. All of our five largest suppliers
during the Track Record Period are Independent Third Parties. None of our Directors or
Shareholders who, to the knowledge of our Directors, own more than 5% of our issued share capital
immediately following completion of the Global Offering nor any of their respective close
associates had any interest in any of our five largest suppliers during the Track Record Period.
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The charts below set forth details regarding purchases from our five largest suppliers for the
years indicated:
Supplier Background Major Purchases Credit Terms
Commencement
of Business
Relationship
(Since)
Purchase
Amount
% of Total
Purchases for
the Period
(RMB in
million)
For the year ended December 31, 2024
Supplier A /H1118/H1118/H1118Founded in China in 1958, it is a
general contractor for construction
projects
Construction
services
60 days 2022 110.5 21.9%
Supplier B /H1118/H1118/H1118Founded in China in 1989, it is a
general contractor for mechanical
and electrical equipment installation
and housing construction
Construction
services
60 days 2022 99.8 19.8%
Supplier C /H1118/H1118/H1118Founded in China 2010, it is a CRO
company that provides clinical
research services for the
development of drugs and services
CRO services 20 days 2023 37.3 7.4%
Supplier D /H1118/H1118/H1118Founded in China in 2000, it is a
global leading CRDMO platform
listed on Shanghai Stock Exchange
and the Hong Kong Stock
Exchange, providing integrated and
end-to-end pharmaceutical
development and manufacturing
services.
CRO services 30 days 2018 22.2 4.4%
Supplier E /H1118/H1118/H1118Founded in China in 2021, it is a
trading company specializing in the
import, export, and distribution of
industrial and commercial products,
with a focus on providing supply
chain solutions and procurement
service
Equipment
purchase
60 days 2023 17.0 3.4%
Total /H1118/H1118/H1118/H1118/H1118/H1118 286.8 57.0%
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Supplier Background Major Purchases Credit Terms
Commencement
of Business
Relationship
(Since)
Purchase
Amount
% of Total
Purchases for
the Y ear
(RMB in
million)
For the year ended December 31, 2025
Supplier F /H1118/H1118/H1118Founded in 1985, it is a CRO
platform, provides preclinical new
drug discovery services for global
customers
CMC services 60 days 2022 31.4 11.2
Supplier G /H1118/H1118/H1118Founded in 2005, it is a global CRO
that provides clinical development
and patient access solutions for
pharmaceutical, biotechnology and
medical device companies.
CRO services 30 days 2025 28.5 10.2
Supplier H /H1118/H1118/H1118Founded in 1968, it is a global CRO
that provides clinical development
services for the life sciences
industry
CRO services 30 days 2025 27.2 9.7
Supplier C /H1118/H1118/H1118Founded in China 2010, it is a CRO
company that provides clinical
research services for the
development of drugs and services
CRO services 20 days 2023 22.2 7.9
Supplier I /H1118/H1118/H1118/H1118Founded in 1896, it is a public-listed
multinational biotech company
engaged in the development of new
medicines, diagnostics and digital
health solutions
Medical
products
45 days 2023 20.7 7.4
Total /H1118/H1118/H1118/H1118/H1118/H1118 130.0 46.4
OUR CUSTOMER
During the Track Record Period, our revenue was generated from a single customer, which is
our distributor for Mircera ® in China. The single customer was established in 2003. For further
details, please see “Business — Commercialization, Marketing and Business Development —
Distributorship.” Our credit term with the customer was 30 days during the Track Record Period.
We started to sell and recognize revenue from Mircera
® in June 2024. In 2024 and 2025, our
revenues deriving from our single customer were RMB6.5 million and RMB30.6 million,
respectively. Our single customer in the respective periods during the Track Record Period is an
Independent Third Party. During the Track Record Period and up to the Latest Practicable Date, to
the knowledge of our Directors, none of our Directors or any Shareholder who owns more than 5%
of our share capital had any interest in any of our customers. Our customer, including its
shareholders, directors, senior management or any of its respective associates, has no past or present
relationship (family, employment, trust, financing or otherwise) with us, our subsidiaries, our
Shareholders, Directors, senior management or any of their respective associates.
During the Track Record Period, our customer in each period of the Track Record Period was
not one of our suppliers, and none of our five largest suppliers in each period of the Track Record
Period was also our customer.
INTELLECTUAL PROPERTY
As of the Latest Practicable Date, we held 153 patents and patent applications, among which
24 were related to our Core Product (including four granted patents in China, two granted patents
in the U.S., one granted patent in Europe, three granted patents in Taiwan, two granted patents in
each of Hong Kong, Macau, Australia, Canada, Japan and New Zealand, as well as two pending
BUSINESS
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patent applications in China). As of the Latest Practicable Date, we had not received any material
concerns or inquiries from relevant competent authorities that make us believe that any of the
pending patent applications will be finally rejected. The following table sets forth an overview of
our material granted patents and filed patent applications in connection with our Core Product as
of the Latest Practicable Date:
Product
Candidate Name of Patent (1) Type Owner Jurisdiction Status Inventor Filing Date Granted Date
Patent
Expiration
(2)
AP301 /H1118/H1118Iron-fiber
composition,
preparation
and uses
thereof
Invention The Group Chinese
Mainland, U.S.,
Japan,
Australia,
Canada, New
Zealand,
Taiwan
Granted Jinshyun Ruth
Wu-Wong
3
October 12,
2012
Chinese Mainland:
October 5, 2016
U.S.:
February 14, 2017
Japan:
August 10, 2017
Australia:
May 14, 2015
Canada:
July 21, 2020
New Zealand:
May 27, 2016
Taiwan:
July 1, 2017
October 12,
2032
AP301 /H1118/H1118Metal ion-
functional
fiber
component
complex
compositions,
preparation
and uses
thereof
Invention The Group Chinese
Mainland,
Hong Kong,
Macau,
Australia,
Canada, EU,
Japan, New
Zealand
Granted Jinshyun Ruth
Wu-Wong
3
March 4,
2014
Chinese Mainland:
November 20,
2018/October 26, 2021
Hong Kong:
March 6, 2020/February
11, 2022
Macau:
April 25, 2019/February
16, 2022
Australia:
August 2, 2018
Canada:
May 3, 2022
EU:
April 24, 2019
Japan: October 12, 2018
New Zealand: March 24,
2017
March 4,
2034
AP301 /H1118/H1118Metal ion-
functional
fiber
component
complex
compositions,
preparation
and uses
thereof
Invention The Group Taiwan Granted Jinshyun Ruth
Wu-Wong
3
March 6,
2014
April 11, 2020/July 11,
2022
March 6,
2034
AP301 /H1118/H1118Metal ion-
functional
fiber
component
complex
compositions,
preparation
and uses
thereof
Invention The Group U.S. Granted Jinshyun Ruth
Wu-Wong
3
March 4,
2014
October 24, 2017 October 12,
2032
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Product
Candidate Name of Patent (1) Type Owner Jurisdiction Status Inventor Filing Date Granted Date
Patent
Expiration
(2)
AP301 /H1118/H1118A dissolution
test system
and test
method
Invention The Group Chinese Mainland Pending Xiaoming
Zheng;
Y uanyuan
Gu; Bin
Tian
4
September 23,
2024
N/A N/A
AP301 /H1118/H1118A dissolution
test system
Utility Model The Group Chinese Mainland Granted Xiaoming
Zheng;
Y uanyuan
Gu; Bin
Tian
1
September 23,
2024
July 29, 2025 September
23, 2034
AP301 /H1118/H1118Pharmaceutical
Composition
Comprising
Iron–Gum
Arabic
Complex
and Method
for
Preparing
the Same
Invention The Group Chinese Mainland Pending Haixia Zhao;
Dongying
Liu; Bin
Tian;
Jialiang Li;
Chutian
Shu; Fang
Li; Feng
Wang (All
of these
inventors
were the
employees
of the
Group
before
filing this
patent
application).
February 9,
2026
N/A N/A
1 Unless otherwise indicated, the names of the patents and/or patent applications within the same family is the same
and is therefore listed once.
2 The patent expiration date is estimated based on current filing status, without taking into account any possible patent
term adjustments or extensions and assuming payment of all appropriate maintenance, renewal, annuity and other
government fees. “N/A” refers to “not applicable,” which indicates that pending patent applications do not have an
expiration date, as only issued patents have an expiration date.
3 This inventor has executed an assignment to assign her rights to Vidasym.
4 All of these inventors were the employees of the Group before filing this patent application.
We may rely, in some circumstances, on trade secret and/or confidential information to protect
aspects of our product candidates. We seek to protect our proprietary product candidates and
processes, in part, by entering into confidentiality agreements with consultants, scientific advisers
and contractors, and invention assignment agreements with our employees. We have entered into
confidentiality agreements with our senior management and key members of our R&D team and
other employees who have access to trade secrets or confidential information about our business.
Our standard employment contract, which we used to employ each of our employees, contains an
assignment clause, under which we own all the rights to all inventions, technology, know-how and
trade secrets derived during the course of such employee’s work.
We also seek to preserve the integrity and confidentiality of our data and trade secrets by
maintaining physical security of our premises and physical and electronic security of our
information technology systems.
As of the Latest Practicable Date, we held six registered trademarks in Chinese Mainland and
three registered trademarks in Hong Kong. We are also the owner of one domain name.
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During the Track Record Period and up to the Latest Practicable Date, (i) we were not
involved in any legal, arbitral or administrative proceedings in respect of, and we had not received
notice of any material claims of infringement, misappropriation or other violations of, third-party
intellectual property; and (ii) we were not involved in any proceedings in respect of any intellectual
property rights that may be threatened or pending and that may have an influence on the research
and development for any of our product candidates in which we may be a claimant or a respondent.
A freedom-to-operate searches and analyses (“ FTO Analysis ”) has been conducted in China,
the United States and Europe in relation to AP301 (our Core Product), and in China and the United
States in relation to AP306 and AP303. With the support of the FTO Analysis, our Directors were
not aware of any material infringement risk of third parties’ patent rights in relation to AP301 (our
Core Product), AP306 and AP303 in China and the U.S. up to the Latest Practicable Date. In
addition, our Directors confirm, with the support of the our IP adviser’s view, that the Group’s
patents and patent applications sufficiently cover the material aspects of AP301 and/or its
associated technologies in China and the U.S.
COMPETITION
We face competition from existing products and product candidates under development in the
market. See “Industry Overview” for more details on the competitive landscape of the various
markets in which we compete. To stay competitive in such a dynamic environment, we will continue
to focus on leveraging our industry experience, established R&D capabilities and collaboration
network for the discovery and development of differentiated therapeutics in the field of kidney
diseases. Also, we will implement differentiated R&D strategies to advance our product pipeline.
See “Business — Our Strategies” for more details on our strategies for product pipeline
development.
INSURANCE
We maintain insurance policies that we consider to be in line with market practice and are
adequate for our business. Our principal insurance policies cover employee benefits liability,
adverse events in clinical trials and property loss for our manufacturing facility in Y angzhou. We
currently do not maintain insurance for environmental liability. Please refer to “Risk Factors —
Risks Relating to Our Operations — We have limited insurance coverage, and any claims beyond
our insurance coverage may result in our incurring substantial costs and a diversion of resources.”
in this Prospectus. During the Track Record Period, we had not made or been the subject of any
material insurance claims.
EMPLOYEES
As of December 31, 2025, we had 162 employees in total. The following table sets forth the
number of our employees categorized by function as of December 31, 2025.
Functions
Number of
employees by
function Percentage/%
Research and Development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866 40.8
Commercialization and Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 22.8
Business Strategy and Corporate Development /H1118/H1118/H1118/H1118/H1118 5 3.1
General and Administrative /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 16.0
Manufacturing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 17.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162 100.0
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We enter into individual employment contracts with our employees covering salaries, bonuses,
employee benefits, workplace safety, confidentiality and non-competition, work product assignment
clause and grounds for termination.
We have made contributions to our employees’ social security insurance funds (including
pension plans, medical insurance, work-related injury insurance, unemployment insurance and
maternity insurance) and housing funds pursuant to applicable laws and regulations. We have
complied with all statutory social security insurance fund and housing fund obligations applicable
to us under the laws and regulations in China in all material aspects during the Track Record Period
and as of the Latest Practicable Date. Please refer to the section headed “Risk Factors — Risks
Relating to Doing Business in the Jurisdictions Where We Operate — We are subject to risks in
relation to our social insurance and housing provident fund contributions” in this Prospectus.
During the Track Record Period, we engaged a third-party human resource agent to pay social
insurance and housing provident fund contributions for certain employees performing
commercialization and sales function with personal needs to make contributions in locations where
we do not have substantial presence, and one of our foreign employees voluntarily waived our
contributions to social insurance on behalf of such employee and signed a waiver form. As
contributions through third-party human resource agents and waiver by such foreign employee may
be deemed invalid by relevant authorities, we may be required to make additional social insurance
and housing provident fund contributions in the amount of RMB1.5 million for such practices
during the Track Record Period. According to our PRC Legal Adviser, under the relevant PRC laws
and regulations, (i) if the outstanding amounts of social insurance shortfall are not paid in a timely
manner, we may be subject to fines of one to three times the outstanding amounts; and (ii) for any
shortfall in the housing provident fund, the relevant authorities may direct us to make up the
shortfall within a stipulated period and we may be subject to the court for enforcement if it remains
unpaid after the deadline. As of the Latest Practicable Date, we had not been subject to any
administrative penalties due to insufficient payment of employee social insurance or housing
provident fund. We had also not received any significant complaints or reports from employees
regarding such payments, nor any notifications from relevant authorities requesting us to make up
payments, conduct investigations, or accept penalties. Based on relevant regulatory policies and
facts above, our PRC Legal Adviser is of the opinion that the likelihood of being pursued by the
relevant authority for unpaid amounts or facing administrative fines due to historical shortfall is
remote. In consideration of the above, our Directors believe that past non-compliance issues are
unlikely to have a significant adverse impact on our business, financial conditions or future
compliance and we had thus not made any provision for the shortfall in our social insurance and
housing provident fund contributions during the Track Record Period and up to the Latest
Practicable Date.
According to the Interpretation (II) for Trial of Labor Dispute Cases, if the employer and
laborer agree or the laborer promises that social insurance premiums need not be paid, the people’s
court shall deem such agreement or promise invalid. During the Track Record Period, we had
reached such agreement with only one employee. Considering the limited number of employee
involved, our PRC Legal Adviser and Reporting Accountant are of the view that the Interpretation
(II) for Trial of Labor Dispute Cases will not have a material and adverse impact on our business
operations.
We have enhanced our internal control measures requiring social insurance and housing
provident fund contributions to be made in compliance with relevant PRC laws and regulations. We
plan to regularly review and monitor the reporting and contributions of social insurance and housing
provident fund and consult our PRC legal counsel on a regular basis to keep us abreast of relevant
regulatory developments. In particular, (i) our human resources department has inspected the
consequences and reason for engaging a third-party human resources agency to make social
insurance and housing provident fund contributions. We will, based on business development and
employee needs, reasonably control the number and proportion of employees whose contributions
are handled by third-party agencies; (ii) we will prepare and maintain regular reports in respect of
our payment of social insurance premium and housing provident funds for our employees for review
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by our Board and the head of our human resources department; (iii) we will regularly consult with
PRC Legal Adviser to assess and mitigate our level of risk of non-compliance with the relevant laws
and regulations; and (iv) we will provide regular internal trainings to our Directors, senior
management personnel and other responsible staff on the relevant laws and regulations and consult
with PRC Legal Adviser, where necessary, on the updates thereof.
Workplace Safety
We have adopted and maintained a series of rules, standard operating procedures, and
measures to maintain our employees’ healthy and safe environment. We require employees to
participate in safety training to familiarize themselves with the relevant safety rules and procedures.
Our PRC Legal Adviser has confirmed that, during the Track Record Period and up to the Latest
Practicable Date, we had not been subject to any material penalty in relation to health, work safety,
social and environmental protection.
PROPERTIES
As of December 31, 2025, we owned our manufacturing facility in Y angzhou. We leased six
properties in Chinese Mainland with an aggregate GFA of approximately 3,331.13 sq.m. We did not
own or lease any properties overseas. We believe our current facilities are sufficient to meet our
near-term needs, and additional space can be obtained on commercially reasonable terms to meet
our future needs.
As of the Latest Practicable Date, our interests in two leased properties may be defective, as
the ownership certificates or other similar proof of certain leased properties have not been provided
to us by the relevant lessors. Our PRC Legal Adviser believes that this will not have a material and
adverse impact on our business operations. As of the Latest Practicable Date, six of our lease
agreements for properties in China had not been registered with relevant authorities in China. Our
PRC Legal Adviser has advised us that the non-registration of lease agreements will not affect the
validity of the lease agreements, but the relevant local housing administrative authorities can
require us to complete registrations within a specified timeframe and if we fail to so rectify, we may
be subject to a fine of between RMB1,000 and RMB10,000 for each of these leasing properties. We
believe additional and/or substitutional space can be obtained on commercially reasonable terms to
meet our future needs. We do not expect to experience any material difficulty or incur material cost
in relocating any of the foregoing facilities if necessary, and our Directors and our PRC Legal
Adviser believe that this will not have a material adverse impact on our business operations and
financial performance. We plan to comply with the lease agreement registration requirement
regarding our lease agreements. However, as the filing of the lease agreements requires the
coordination of both lessors and lessees, the lessors may not cooperate and complete the registration
in a timely manner. For further details, see “Risk Factors — Risks Relating to Doing Business in
the Jurisdictions Where We Operate — We are subject to risks associated with our leased
properties.”
The Property V aluation Report from A VISTA V aluation Advisory Limited, an independent
property valuer, set out in Appendix III of this Prospectus, sets out details of our property interests
as of March 31, 2026. A VISTA V aluation Advisory Limited valued our property interests at an
amount of RMB422.8 million as of March 31, 2026. Except for the property interests set forth in
the property valuation report, no single property interest that forms part of our non-property
activities had a carrying amount representing 15% or more of our total assets as of December 31,
2025.
PERMITS, LICENSES AND OTHER APPROV ALS
As of the Latest Practicable Date, we had obtained all requisite licenses, approvals and
permits from relevant authorities that are material to our operations in the PRC and such licenses,
permits and certifications all remain in full effect. For more details regarding the laws and
regulations to which we are subject, see “Regulatory Overview” in this Prospectus. We had not
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experienced any material difficulty in renewing such licenses, permits, approvals and certificates
during the Track Record Period and up to the Latest Practicable Date, and we currently do not
expect to have any material difficulty in renewing them when they expire, if applicable. During the
Track Record Period and up to the Latest Practicable Date, we had not been penalized by any
government authorities for any non-compliance relating to maintenance and renewal of our material
licenses, permits, approvals and certificates.
The following table sets forth the details of our material licenses, permits and approvals as of
the Latest Practicable Date:
License/Permit Issuing Authority Grant Date Expiration Date
Drug Clinical Trial Approval
Notice (Phase II trial for VS-505
pills) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
NMPA January 16,
2020
N/A
Drug Clinical Trial Approval
Notice (Phase III trial for
AP301 pills) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
NMPA March 10, 2023 N/A
Drug Clinical Trial Approval
Notice (Phase III trial for
AP301 pills) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
NMPA March 20, 2023 N/A
Drug Clinical Trial Approval
Notice (Phase III trial for
AP301 pills) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
NMPA July 5, 2024 N/A
Drug Clinical Trial Approval
Notice (for AP303 tablets) /H1118/H1118/H1118/H1118/H1118
NMPA January 5, 2024 N/A
Drug Clinical Trial Approval
Notice (Phase II trial for AP303
tablets) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
NMPA March 7, 2025 N/A
Drug Clinical Trial Approval
Notice (Phase II trial for AP303
tablets) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
NMPA June 6, 2025 N/A
Drug Clinical Trial Approval
Notice (Phase II trial for AP306
pills) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
NMPA December 16,
2022
N/A
Drug Clinical Trial Approval
Notice (Phase II trial for AP306
tablets) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
NMPA November 21,
2024
N/A
Drug Clinical Trial Approval
Notice (Phase II trial for AP306
tablets) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
NMPA February 27,
2025
N/A
Drug Manufacturing License
Category B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Jiangsu Provincial
Drug Administration
February 9,
2026
February 8,
2031
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Corporate Governance
ESG Governance Structure
Our Board of Directors fully recognizes the importance of environmental, social, and
corporate governance to achieve green, compliant, and sustainable development. To support our
long-term sustainable development strategy, we have formulated the ESG Policy and regularly
review and evaluate the effectiveness of relevant policies and management systems.
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We have established an ESG Working Group under direct supervision of the Board of
Directors. The Board of Directors, as our highest decision-making body for ESG matters, bears the
ultimate responsibility for our overall direction, strategies, objectives, performance, and reporting
on sustainable development. The Board of Directors is responsible for reviewing and supervising
our ESG vision, policies, and objectives, and it assesses and confirms our material ESG risks and
opportunities at least once a year to ensure proper responses. The Board of Directors works closely
with the ESG Working Group to jointly identify and assess ESG-related risks and opportunities,
approve relevant business strategies, and continuously optimize our ESG management measures. In
addition, the Board of Directors also adopts resolutions on relevant issues proposed by the ESG
Working Group, formulates specific action plans, and assigns tasks to relevant departments or work
units for implementation, so as to ensure the effective achievement of ESG goals.
The ESG Working Group has one leader, who shall be our Executive Director and CEO.
Members of the Working Group are composed of heads of various functional departments, including
human resources, pre-clinical R&D, CMC, administration and quality control. The leader of the
ESG Working Group shall coordinate our ESG work, guide the development of ESG initiatives,
organize communication meetings, and assess the implementation of ESG work.
The Board of Directors provides overall ESG oversight by approving our sustainability
mission, values and objectives; ensuring resources for ESG strategy implementation; validating
material ESG risks and opportunities; monitoring performance against key indicators; and
reviewing and approving ESG disclosures. The ESG Working Group — formed with diversity in
mind — drives execution by developing ESG strategy, targets and mid- to long-term plans,
delivering the annual ESG work plan, assessing risks/opportunities and mitigation actions, engaging
stakeholders, maintaining ESG policies, providing training, and consolidating data to prepare the
annual ESG report for Board review and approval.
The Board of Directors and all employees have learned about ESG and are actively putting
ESG concepts into practice. Looking ahead, we will also consider engaging external experts to
provide professional ESG training to the Board of Directors and all employees. This initiative aims
to ensure that our Board of Directors continuously updates and maintains the timeliness of its
ESG-related knowledge, thereby possessing sufficient expertise to support the company’s decision-
making in the ESG field. After listing, we will further improve our ESG governance framework in
accordance with the requirements of the ESG Code.
Business Ethical V alues
We emphasise integrity and compliance and comply with applicable PRC laws, including the
PRC Company Law and the PRC Anti-Unfair Competition Law. We maintain zero tolerance for
misconduct such as corruption, bribery, extortion, malpractice and money laundering, and have
implemented internal policies (including our Compliance Policy and Employee Handbook)
prohibiting such conduct in all business operations. All employees receive compliance training, and
relevant third parties are required to provide integrity undertakings or have anti-bribery and
compliance obligations included in their contracts. We also maintain reporting channels for
suspected fraud or non-compliance, accept reports on an identified, confidential or anonymous
basis, and protect whistleblowers and related information with strict confidentiality.
Information Security and Data Privacy Protection
We comply with applicable PRC laws and regulations on cybersecurity and personal
information protection, including the PRC Cybersecurity Law and the PRC Personal Information
Protection Law. Based on our operational needs, we have established internal mechanisms and
policies (including data security management and personal information protection assessment
procedures) and require all employees to sign confidentiality agreements and comply with our
information security controls.
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In accordance with GCP and applicable requirements, access to clinical trial data is restricted
to authorised personnel under a hierarchical access control framework, and data is used only for the
purposes consented to by trial subjects and consistent with the informed consent form. We impose
confidentiality obligations on clinical trial service providers and manage personal information in
line with applicable laws, ethics committee-approved protocols and informed consent requirements.
We collect only data necessary for research objectives, apply coding/de-identification and access
restrictions, and primarily use trial data rather than direct identifiers. We also maintain retention and
deletion/anonymisation procedures, under which data is deleted or anonymised upon expiry of the
retention period, or retained where required by applicable laws and regulations.
Product Responsibility
Product Quality and Safety
We have established a quality and safety management system covering the entire process of
drug research and development, registration, clinical trials, contract manufacturing, and promotion,
strictly in accordance with the requirements of laws and regulations such as the Drug
Administration Law of the People’s Republic of China, the Measures for the Administration of
Adverse Drug Reaction Reporting and Monitoring, the Good Clinical Practice for Drug Clinical
Trials, and the Good Pharmacovigilance Practices. We have formulated a series of management
systems, including the “Quality Standards”, “Procedures for Entrusted Drug Production
Management”, “Procedures for Entrusted Inspection Management”, and “Procedures for Entrusted
Production Process Monitoring Management”, to comprehensively regulate drug production,
inspection, and transportation from an institutional level. This ensures that drugs are safe, effective,
and of controllable quality throughout the entire production and circulation process, thereby
guaranteeing that the manufactured drugs fully comply with their intended use and registration
standards.
In terms of supplier quality management, we consider multiple factors when selecting
suppliers, such as their company size, production experience, and financial capability. We regularly
audit and inspect suppliers to verify that their processes comply with our quality requirements and
regulatory standards.
Protecting Intellectual Property Rights
We strictly abide by the Patent Law of the People’s Republic of China, the Trademark Law
of the People’s Republic of China, and other laws and regulations, and have established effective
mechanisms for intellectual property and trade secret protection. To avoid infringement, we strictly
implement a duplicate checking and review process during intellectual property applications, while
strengthening employees’ compliance awareness and explicitly prohibiting fraud or plagiarism of
others’ achievements.
Supply Chain Management
We strictly abide by the Bidding Law of the People’s Republic of China and other laws and
regulations, standardize procurement practices and procedures, and promote green procurement and
transparent procurement to enhance the sustainable management of our supply chain, committed to
establishing long-term win-win partnerships with suppliers. We integrate ESG concepts throughout
the entire supply chain management process, continuously promoting the development of a
responsible supply chain. We have formulated supply chain ESG management standards to ensure
that partners’ management systems comply with our requirements for compliance, safety, and
sustainability.
In the selection and cooperation process, we not only focus on suppliers’ qualifications,
quality, and delivery capabilities but also consider their performance in areas such as energy
conservation and emission reduction, occupational health, safe production, protection of employee
rights, and business ethics. For partners involved in R&D, production, and clinical stages (such as
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CROs, CDMOs, etc.), we also monitor the implementation of their environmental, social, and
governance management policies, as well as the standardization of their production measures and
management procedures, to ensure that entrusted production and related activities align with our
sustainable development goals.
Protection of Employees’ Rights and Interests
Compliance in Employment
We strictly observe laws and regulations such as the Labor Law of the People’s Republic of
China, the Labor Contract Law of the People’s Republic of China, and the Special Provisions on
Labor Protection for Female Employees, and formulate and implement internal rules and
regulations such as the Employee Handbook and ESG Policy, explicitly prohibiting any form of
discrimination, firmly opposing forced labor, harassment, and abuse, and strictly prohibiting the use
of child labor. We have committed to treating all employees fairly in all aspects of employment,
remuneration and benefits, promotion, dismissal, and retirement, without discrimination based on
nationality, race, gender, religious beliefs, or cultural background, striving to create a diverse and
inclusive work environment.
Training and Development
We attach great importance to improving employees’ capabilities and qualities, supports
employee growth through a sound training system, empowers employees at all stages of their
careers, enables employees to grow and develop rapidly, enhances job competency, and provides
every employee with open, fair, and just opportunities and platforms for self-development. The
training content covers various areas, including new employee onboarding training, general
competency training, professional skills training, and leadership training.
Health and Safety
We regard employee health and safety as a key responsibility and comply with applicable PRC
laws and regulations, including the Work Safety Law, the Law on Prevention and Treatment of
Occupational Diseases, the regulations on hazardous chemicals safety management and work-
related injury insurance. We have established and continue to enhance our safety and occupational
health management systems, with clearly defined departmental safety responsibilities and role-
specific duties and health objectives across production and operations to safeguard employees. We
also strengthen laboratory safety through risk-based emergency plans, enhanced day-to-day control
of reagents and hazardous materials, adequate firefighting and emergency equipment, and spill
prevention measures in chemical collection and storage areas.
Environment
Use of Resources
We comply with the Energy Conservation Law of the People’s Republic of China, the Circular
Economy Promotion Law of the People’s Republic of China and other laws and regulations, and is
committed to minimizing resource consumption through various measures:
 Electricity consumption: Install smart lighting, energy-saving air conditioners, variable
frequency motors, and other energy-saving products in office areas and other premises,
and carry out energy-saving renovation or regular upgrades for high-energy-consuming
equipment; encourage employees to develop energy-saving habits, such as turning off
lights and computers, and reasonably setting air conditioning temperatures.
 Water: Continuously optimize water resource management, carry out water conservation
campaigns, post water-saving slogans, and enhance all employees’ awareness of water
conservation; promote water-saving technologies and facilities, such as water-saving
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toilets, induction faucets, and rainwater harvesting systems, optimize water usage in
production processes, and improve water recycling rates; regularly inspect water supply
equipment and pipelines, promptly repair and replace old equipment, and eliminate
phenomena such as running, overflowing, dripping, and leakage.
Our main resources consumed are electricity, steam, and water. We do not own corporate
vehicles, so we do not involve the consumption of direct energy such as gasoline and diesel. For
the years ended 2024 and 2025, the total consumption and intensity of various resources are as
follows:
For the Y ear
Ended December 31,
2024 2025
Water consumption
Total water consumption (ton) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118149,324.4 135,978.9
Consumption intensity* (tons/employee) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,131.3 839.4
Indirect energy consumption
Purchased electricity (kWh) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,495,223.2 6,121,548.1
Purchased steam (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,927.6 10,199.6
Integrated energy consumption
Total energy consumption (tons of standard coal) /H1118/H1118/H1118/H1118/H1118/H1118/H1118935.2 1,714.6
Energy consumption intensity (tons of standard
coal/employee) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.1 10.6
Note:
* The high water consumption intensity was primarily due to the construction of our manufacturing facility in
Y angzhou, which required significant water consumption. As the construction progresses toward completion and the
facility transitions to regular operations, the water consumption intensity is expected to return to normal levels in
subsequent years.
Pollutant emissions
We comply with applicable PRC laws and regulations and those of our operating locations,
including the PRC laws on the prevention and control of atmospheric pollution, water pollution and
environmental pollution by solid waste. We have established an environmental management system
covering the handling of air emissions, wastewater and hazardous waste, conduct regular
inspections of environmental protection equipment, and engage qualified testing agencies to carry
out periodic monitoring of wastewater and air emissions to ensure compliance with applicable
discharge standards and the standardised management of solid waste.
Our waste mainly comprises (i) hazardous waste generated from laboratory R&D and (ii)
general solid waste and domestic waste arising from daily operations. General solid waste is
regularly transferred to qualified recyclers or disposal parties, and domestic waste is collected and
transported by property management or municipal sanitation service providers. Hazardous waste is
collected and stored in designated, properly labelled areas in accordance with applicable
requirements and is transferred to contracted, qualified third-party contractors for centralised
disposal. We also maintain a hazardous waste register to record, among others, the type, quantity,
movement, storage and disposal of hazardous waste.
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Our hazardous waste quantities in 2024 and 2025 are set out below:
For the Y ear
Ended December 31,
2024 2025
Hazardous waste (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.0 18.05
Hazardous waste discharge intensity (tons/employee) /H1118/H1118/H1118/H1118
Non-hazardous waste (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.02 0.11
Discharge density of non-hazardous waste (ton/employee) /H1118 23.3 28.05
The exhaust gas produced by us mainly comes from emissions generated during the R&D
process. For the waste gas generated by the laboratory, it is collected through a fume hood, treated
by an activated carbon adsorption device on the roof, and then discharged up to standard through
a 63-meter-high exhaust chimney. For waste gas generated from production, after being treated by
the medium-efficiency filter and two-stage activated carbon at the outlet of the air conditioning
ventilation system, it is discharged up to standard through a 30-meter high exhaust chimney.
In 2024 and 2025, the exhaust gas emissions generated by us were as follows:
For the Y ear
Ended December 31,
2024 2025
Total airborne emissions (kg) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122.1 79.52
Our wastewater primarily arises from R&D activities, production and domestic use. R&D and
production wastewater is treated by the park’s centralised wastewater treatment facilities to meet
applicable standards and is then discharged to the municipal wastewater network together with
domestic sewage. In accordance with licensing requirements, we have installed online monitoring
devices at the production wastewater discharge point and connected them to the municipal
environmental monitoring system, and we engage qualified monitoring agencies to conduct regular
testing of wastewater discharges and report results to the local Ecology and Environment Bureau.
As our business grows and drug candidates progress toward commercialisation, resource
consumption and emissions may increase; nevertheless, we will continue to enhance resource
efficiency and reduce emissions, and seek to improve environmental performance across our value
chain, including office operations, supplier management, laboratory activities and waste
management.
Greenhouse Gas Emissions
We have not yet purchased any fuel-powered official vehicles, so Scope 1 GHG emissions are
not currently involved. In the future, when purchasing official vehicles, we will prioritize new
energy vehicles or pure electric vehicles to further reduce the carbon footprint of our operations and
promote green and low-carbon travel.
Scope 2 carbon emissions from purchased electricity and purchased steam are the main
sources of our carbon emissions. Therefore, we formulate a series of environmental management
plans to continuously improve our resource consumption efficiency and ensure all of our operations
comply with governmental environment-related regulations and requirements, aiming to avoid or
reduce the adverse impact of our operations on the environment. We continue to reduce daily office
electricity consumption through various measures such as green lighting control, power-saving
settings for office equipment, energy-saving settings for air conditioning, and meeting room usage
management.
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Our carbon dioxide emissions in 2024 and 2025 were as follows:
For the Y ear
Ended December 31,
2024 2025
Scope 1 emissions (tCO 2e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111800
Scope 2 emissions (tCO 2e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,101.78 6,081.78
Scope 3 emissions (tCO 2e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878.23 73.40
Greenhouse gas emissions (tCO 2e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,180.00 6,155.18
Greenhouse gas emission intensity ((tCO 2e)/employee) /H1118/H1118/H1118 28.2 37.99
Notes:
(1) According to Appendix II of the HKEX’s How to Prepare an ESG Report, Scope 2 GHG emissions refer to emissions
from our consumption of purchased or acquired electricity and steam.
(2) Scope 3 GHG emissions mainly include GHG emissions from waste generated in operations (Category 5) and business
travel (Category 6).
Addressing Climate Change
We monitor the impacts of climate change on the pharmaceutical sector and our operations
and, with reference to the ISSB S2 disclosure framework, assess and implement climate risk
management measures to enhance long-term resilience. Climate-related risks and opportunities are
reviewed at least annually by the ESG Working Group, with the EHS Department leading strategy
development, coordinating related work and reporting key issues to the Board. We also provide
annual climate-related training to the Board and may engage external experts to share relevant
developments.
Based on our current business profile, we do not expect climate change to have a material
impact on our operations in the near term. However, we may be exposed to physical risks (acute and
chronic), such as typhoons, floods and rising temperatures, which could damage assets and disrupt
operations and supply chains. We seek to mitigate these risks through measures including property
insurance, contingency planning and enhanced supply chain management. We may also face
transition risks arising from tighter environmental regulation and market expectations, including
higher energy and raw material costs, increased waste and pollutant treatment costs, investment in
low-emission technology upgrades (such as green chemistry R&D), and potential demand shifts
from customers. We address these risks through strengthened compliance and disclosure,
stakeholder engagement, talent development and supply chain management, while promoting green
chemistry innovation and improving energy efficiency through energy-saving and consumption-
reduction initiatives.
Goals and Strategies
The Board of Directors is responsible for assessing and managing ESG-related risks,
opportunities, and objectives. As our business expands, we anticipate an increase in our overall
resource consumption and emissions. We are committed to improving the environmental
performance of the entire value chain, including office operations, supplier selection, raw material
inflow, experimental processes, and waste management, to control resource consumption intensity
and waste levels. Based on our historical energy consumption levels and average of industry peers,
we have set the following specific ESG-related targets:
In the next three years, we will continue to optimize our energy structure and energy
conservation management, striving to control our greenhouse gas emissions and energy
consumption intensity between 90% and 150% of the base year of 2025. Taking into account the
periodic fluctuations that may be brought about by the commissioning of new projects, this goal
aims to steadily improve energy efficiency while ensuring the development of our business.
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Indicators 2025 (Actual)
Goals for the
Next Three Y ears
GHG reduction /H1118/H1118/H1118GHG (tCO 2e/employee) 37.99 Control the emission
intensity at 90% to
150% of the 2025 level
for each of the next
three years
Energy efficiency /H1118Energy consumption
intensity (tons of standard
coal/employee)
10.58 Maintain energy
consumption intensity at
90% to 150% of the
2025 level for each of
the next three years
We have not yet set short-term water efficiency targets as water usage remains volatile during
the construction of our Y angzhou manufacturing facility; targets will be set once operations stabilise
based on actual data.
We have completed data collection for certain Scope 3 categories and have adopted measures
to reduce Scope 3 emissions and resource use, including office energy and water-saving initiatives,
paperless practices, remote meetings to reduce travel, greener commuting and business travel,
improved recycling and reuse in production, and supplier environmental assessment and
engagement, while continuing to focus on supply chain and transportation emissions. Using 2024
as the base year, we target a 10% reduction in water intensity in China and a 100% compliant
hazardous waste disposal rate by 2030, and will review progress regularly and refine actions as
appropriate.
The Board will periodically review performance against ESG objectives and adjust measures
where material deviations are identified, and our Directors do not expect these measures to have a
material adverse impact on our operations.
LEGAL PROCEEDINGS AND NON-COMPLIANCE
Legal Proceedings
During the Track Record Period and up to the Latest Practicable Date, we were not a party to
any actual or threatened legal or administrative proceedings.
Legal Compliance
During the Track Record Period and up to the Latest Practicable Date, we had complied with
all material applicable laws and regulations in all jurisdictions. Specifically, according to our PRC
Legal Adviser, during the Track Record Period and up to the Latest Practicable Date, we had not
been and were not involved in any material non-compliance incidents that led to fines, enforcement
actions or other penalties that could, individually or in the aggregate, have a material adverse effect
on our business, financial condition or results of operation. Our Directors confirmed that we had
complied with all material applicable laws and regulations for our operations in the PRC and the
United States and we were not involved in any material or systemic non-compliance incidents in the
PRC and the United States.
RISK MANAGEMENT AND INTERNAL CONTROL
Risk Management
To monitor the ongoing implementation of our risk management policies and corporate
governance measures after the Listing, we have adopted or will continue to adopt, among other
things, the following risk management measures: establish an Audit Committee to review and
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supervise our financial reporting process and internal control system; adopt various policies to
ensure compliance with the Listing Rules, including but not limited to aspects related to risk
management, connected transactions and information disclosure; provide anti-corruption and
anti-bribery compliance training periodically to our senior management and employees to enhance
their knowledge and compliance with applicable laws and regulations; and attend training sessions
by our Directors and senior management in respect of the relevant requirements of the Listing Rules
and duties of directors of companies listed in Hong Kong.
Internal Control
We have engaged an independent internal control consultant to assess our internal control
system in connection with the Listing. The internal control consultant has conducted a review
procedure on our internal control system in certain aspects, including financial reporting and
disclosure controls, corporate level controls, information system control management and other
procedures for our operations. We had improved our internal control system by adopting and
implementing the corresponding enhanced internal control measures. Going forward, we will
continue to regularly review and improve these internal control policies, measures and procedures.
We have also appointed external legal counsel to advise us on compliance matters, such as
compliance with the regulatory requirements on clinical R&D, which is also monitored by our legal
compliance team. We have also established anti-bribery guidelines and compliance requirements.
After considering the remedial actions we have taken, our Directors are of the view that our internal
control system is adequate and effective for our current operations. We plan to provide our
Directors, senior management, and relevant employees with continuous training programs and
updates regarding the relevant laws and regulations regularly to proactively identify any concerns
and issues relating to any potential non-compliance.
Anti-bribery
We maintain a strict code of conduct and anti-corruption policies among our employees and
distributors. We strictly prohibit bribery or other improper payments in our business operations.
This prohibition applies to all business activities, anywhere globally, whether involving government
officials or healthcare professionals. We will also ensure that commercialization team personnel
comply with applicable promotion and advertising requirements, including restrictions on
promoting drugs for unapproved uses or patient populations and limitations on industry-sponsored
scientific and educational activities.
We have adopted comprehensive internal control measures for anti-corruption and anti-bribery
by (i) providing regular anti-corruption and anti-bribery compliance training for senior management
and employees, including daily compliance team meeting, annual compliance training and other ad
hoc compliance training sessions, to enhance their knowledge and compliance with applicable law
and regulations; (ii) monitoring books, records and accounts with respect to supplier management,
tendering and bidding process management and financial payment management to identify any
false, misleading or undisclosed entries; (iii) establishing whistle-blowing mechanisms and
encouraging all employees, suppliers, customers and other third parties to report suspicious
activities and violations of the policies.
Conflict of Interest and Non-Competition
Our code of conduct clearly defines the scope of conflicts of interest, including supplier and
customer relationships, hospitality and gifts, financial interests and personnel matters. Our
employees may not have or be suspected of having a personal interest in business dealings with our
suppliers, customers, competitors or distributors; accept monetary, financial or other benefits from
our suppliers, customers, competitors or distributors; have close relatives who work for our
suppliers, customers, competitors or distributors; serve as a consultant or director in an association
or company in the same market or industry. At the same time, employees shall keep confidential
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information strictly confidential and agree on the definition of confidential information, the content
covered, the use of intellectual properties, including but not limited to any transfer of know-how,
acquisition of technologies, and potential breach liabilities.
Data Privacy Protection
The data collected by us mainly includes de-identified personal information of patients
participating in clinical trials and other clinical trial data provided by Clinical Trial Sites. We use
Electronic Data Capture systems established by CROs for the storage and management of trial data.
We process the patients’ personal information in accordance with the informed consent forms
agreed by the patients, in which we have established specific personal information processing
terms, and retain s patients’ personal information in accordance with legal requirements and the
duration agreed upon by each patient. All personal information we obtain from patients has been
de-identified and cannot directly identify any individual, thereby meeting the requirements of GCP
for subject data in clinical trials. To the best of our knowledge, we believe that all the personal
information of patients generated in our clinical trials has been de-identified to the extent necessary.
We do not and will not use the patients’ personal information for any purposes other than the clinical
trial objectives. We establish and implement personal information protection and deletion
mechanism, to ensure that the personal information of the patients is retained in accordance with
legal requirements, including retention for five years after database lock, for the duration necessary
to achieve the purposes outlined in the informed consent form, or until five years after the
investigational drug receives marketing approval. Personal information will be retained within the
scope of the informed consent. Up to the Latest Practicable Date, we are only involved in providing
one commercialized product, but we do not sell it directly to users, nor do we collect users’ personal
information through this product. We have established procedures to protect the confidentiality of
patients’ data. We implement strict internal policies to govern the collection, handling, storage,
retrieval of, and access to our patients’ personal data and medical records and protect the security
and confidentiality of personal information to ensure compliance with all applicable PRC rules and
regulations on data protection and privacy, including the Research Center Management and
Supervision Measures, Research and Development Records and Data Management Procedures, Data
Security Management System, Data Classification and Grading Management Measures, Data
Security and Education Training System, and Personal Information Protection Impact Assessment
System. Access to clinical trial data has been strictly limited to authorized personnel. Additionally,
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.
We enter into confidentiality agreements with our employees who have access to any
aforementioned privacy information. The confidentiality agreements provide that, among other
things, these employees are legally obligated not to misuse the confidential information while in
office, to surrender all confidential information in possession while resigning, and to retain their
confidential obligations after they leave office. Furthermore, we have set up a Data Security
Management Committee, which is fully responsible for our data security governance. In terms of
operational measures, our collaboration with the CRO is governed by a data processing agreement.
We require the CROs to utilize systems compliant with Level 2 of the national Cybersecurity
Classified Protection scheme for specific clinical trial data management. As confirmed by our PRC
Legal Adviser, the internal controls and technical measures we have implemented fully comply with
all currently applicable data security and privacy protection laws and regulations in all material
aspects.
During the Track Record Period and up to the Latest Practicable Date, we did not experience
any breach of patient personal information or any other patient personal information-related
incidents which could cause a material adverse effect on our business, financial condition or results
of operations. Our PRC Legal Adviser has confirmed that, up to the Latest Practicable Date, we had
not been subject to any material penalty in relation to data privacy, and have been in compliance
with the relevant PRC laws and regulations in all material aspects in this regard.
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A W ARDS AND RECOGNITIONS
The following table sets out the major awards and recognitions we have received.
Y ear Award/Recognition Issuing Authority
2024 /H1118/H1118/H1118/H1118/H1118/H1118Special Project on “Research on
Prevention and Treatment of
Common and Frequently-occurring
Diseases” under the National Key
R&D Program (ྌ
“Ӻ”ᓃਖ਼ධ)
(for AP308 and related research)
Ministry of Science and
Technology/National Health
Commission
2024 /H1118/H1118/H1118/H1118/H1118/H1118ODD (֛to AP303 for
ADPKD indication)
U.S. FDA
2024 /H1118/H1118/H1118/H1118/H1118/H1118BTD (֛to AP306) NMPA
2024 /H1118/H1118/H1118/H1118/H1118/H1118“Double Entrepreneurship Plan”
Entrepreneurial Team (“ྌ”௴
ุྠඟ)
Jiangsu Provincial Department of
Industry and Information
Technology
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BOARD OF DIRECTORS
Our Board comprises eight Directors, including four executive Directors, one non-executive
Director and three independent non-executive Directors. Our Board is responsible and has general
powers for the management and operation of the Company’s business.
The table below sets forth certain information in respect of the members of the Board:
Name Age Position
Date of joining
our Group
Date of
appointment as
Director Role and responsibilities
Dr. Gavin Guoyao
Xia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
46 Executive Director,
chief executive
officer and
chairman of the
Board
November 7,
2018
May 20, 2021 Responsible for providing
overall guidance for the
business, strategic
development and
management of our Group
Jin Tian, M.D. /H1118/H1118/H111863 Executive Director
and chief medical
officer
April 23, 2018 May 20, 2021 Responsible for clinical
research and development
Ms. Wang Y un
(׽)H1118/H1118/H1118/H1118/H1118/H1118
46 Executive Director
and chief of staff
June 1, 2018 April 18, 2024 Responsible for overall
operations, human
resources, supply chain and
administrative affairs of the
Group
Dr. Zhang Huading
(ੵശɕ) /H1118/H1118/H1118/H1118/H1118
50 Executive Director
and chief
operating officer
January 17,
2022
December 27,
2024
Responsible for company
strategies, R&D portfolio
management and external
collaborations of the Group
D r .L uA n( ኁτ) /H1118/H111836 Non-executive
Director
June 28, 2024 June 28, 2024 Responsible for providing
guidance and advice on
corporate strategy and
governance to our Company
Dr. Xu Runhong
(ߎ)H1118/H1118/H1118/H1118/H1118
58 Independent
non-executive
Director
October 24,
2025
October 24,
2025
Responsible for providing
independent opinion and
judgment to the Board
Dr. Zhui Chen /H1118/H1118/H111852 Independent
non-executive
Director
October 24,
2025
October 24,
2025
Responsible for providing
independent opinion and
judgment to the Board
Mr. Leung Chi Wai
(૑౽ၪ) /H1118/H1118/H1118/H1118/H1118
58 Independent
non-executive
Director
October 24,
2025
October 24,
2025
Responsible for providing
independent opinion and
judgment to the Board
Executive Directors
Dr. Gavin Guoyao Xia , previously known as Guoyao Xia, joined us in the early stage as
co-founder and has served as a director and chief executive officer of our Group since November
2018. He was appointed as a Director of our Company in May 2021 and was redesignated as an
executive Director in October 2025. Dr. Gavin Xia also currently serves as a director of Shanghai
Alebund.
Dr. Gavin Xia is a seasoned entrepreneur and venture capitalist with over 15 years of
healthcare industry expertise, specializing in drug discovery and management of Biotech start-ups.
From June 2007 to April 2013, he served as a postdoctoral fellow in the Department of Chemistry
at Northwestern University and subsequently a consultant at Monitor Group. From April 2013 to
January 2015, he served as an associate director at Navigant Consulting, Inc., a management
consulting firm formerly listed on the New Y ork Stock Exchange (stock code: NCI.NYSE) until its
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acquisition by Guidehouse, where he was responsible for management consulting. From February
2015 to September 2019, he served as an investment director at LA V , a biomedical venture capital
firm focused on healthcare investment, where he was primarily responsible for project investments.
Dr. Gavin Xia transitioned to a venture partner at LA V when he co-founded our business in October
2019, where he was mainly responsible for post-investment management, until December 2024. In
addition, he served as a non-executive director at Abbisko Cayman Limited (ப΂ʮ
̡), a biopharmaceutical company listed on the Stock Exchange (stock code: 2256.HK) from
October 2018 to June 2023.
Dr. Gavin Xia obtained his dual bachelor’s degrees in chemistry and economics from Peking
University ( ̏ԯɽኪ) in July 2001, and obtained his doctoral degree in chemistry from the
University of Chicago in June 2007.
Jin Tian, M.D. , founded our Group in April 2018 and has served as co-founder, director and
chief medical officer of our Group since then. He was appointed as a Director of our Company in
May 2021 and was redesignated as an executive Director in October 2025. Dr. Tian also currently
serves as the director of Shanghai Alebund, Alebund HK and Alebund Shanghai.
Dr. Tian founded our business in April 2018 in Shanghai when Shanghai Alebund was
established. He served as a director of Shanghai Alebund since then and also the chairman of the
board of Shanghai Alebund since November 2018. In addition, he has also served as an executive
director of Alebund Shanghai.
Prior to founding our Group, Dr. Tian was a seasoned nephrologist with over 30 years of
industry experience, including tenures in Abbott and Roche with a focus on clinical development.
He previously worked at Abbott Laboratories (now known as Abbvie, Inc), a multinational medical
devices and health care company listed on the New Y ork Stock Exchange (stock code: ABT.NYSE).
From October 2007 to October 2010, he was the head of clinical science China at Hoffmann-La
Roche Inc., a clinical drug development center of Roche Holding AG, a pharmaceutical company
listed on the SIX Swiss Exchange (stock code: ROG.SIX) and the OTCQX International Premier
market (stock code: RHHBY .OTCQX). Prior to founding our business, from October 2010 to
December 2015, he successively served as the head of clinical science China and a senior medical
director at Roche (China) Holding Ltd. ( ᖯˤ(ʕ਷)ʮ̡), a wholly-owned subsidiary of
Roche Holding AG. In addition, Dr. Tian served as an independent clinical study consultant at
Vidasym, Inc. from January 2009 to December 2016, and its chief medical officer from January
2017 to April 2018.
Dr. Tian obtained a bachelor’s degree in medicine in July 1985 and a master’s degree in
nephrology from the Second Military Medical University (ᔼɽኪ) (now known as
Naval Medical University (ᔼɽኪ)) in July 1990. He subsequently received
medical and research training in the United States, including studying at UCLA-Harbor Medical
Center. He then studied as a resident in internal medicine at the University of Southern California
from June 1996 to June 1998, as a resident in internal medicine at the New Jersey Medical School
of University of Medicine and Dentistry of New Jersey from July 1998 to June 1999, and held a
postdoctoral fellowship in the Department of Internal Medicine (Nephrology) of the School of
Medicine of Y ale University from July 1999 to June 2002.
Dr. Tian was certified by the American Board of Internal Medicine in internal medicine in
1999 and in nephrology in 2001. He is a fellow of the American Society of Nephrology.
Ms. Wang Yun (׽)joined our Group in June 2018 and has served as the chief of staff since
then. She has also served as a director of our Group since December 2020. She was appointed as
a Director at our Company in April 2024 and was redesignated as an executive Director in October
2025. Ms. Wang also currently serves as a director of Alebund Shanghai.
Ms. Wang has over 20 years of experience in human resources and corporate operations. From
March 2003 to September 2006, she worked as a human resources analyst at Intel (China) Co., Ltd.
(ʮ̡), an indirect subsidiary of Intel Corporation, a company listed on the Nasdaq
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Global Select Market (stock code: INTC.Nasdaq). From September 2006 to August 2008, she served
as a compensation and benefits manager at Starbucks Enterprise Management (China) Co., Ltd. (݋
ˋдΆุ၍ଣ(ʕ਷)ʮ̡), a wholly-owned subsidiary of Starbucks Corporation, a company
listed on the Nasdaq Global Select Market (stock code: SBUX.Nasdaq). From August 2008 to
March 2010, she worked at Deutsche Bank (China) Co., Ltd., Shanghai Branch ( ᅃจқვБ(ʕ਷)
ʮ̡ɪऎʱБ), a subsidiary of Deutsche Bank AG which is a financial institution listed on the
Frankfurt Stock Exchange (stock code: DBK.DE) and the New Y ork Stock Exchange (stock code:
DB.FWB), with her last position being an associate of HR operations. From August 2010 to
February 2015, she was a senior compensation and benefits manager at Shanghai Roche
Pharmaceuticals Co., Ltd. (ʮ̡), a subsidiary of Roche Holding AG, a
pharmaceutical company listed on the SIX Swiss Exchange (stock code: ROG.SIX) and the OTCQX
International Premier market (stock code: RHHBY .OTCQX). From February 2015 to August 2018,
she continued to serve at Shanghai Roche Pharmaceuticals Co., Ltd. as a senior HR business partner
of global R&D.
Ms. Wang obtained her bachelor’s degree in accounting from the University of Shanghai for
Science and Technology ( ɪऎଣʈɽኪ) in July 2002, and her postgraduate diploma in integrated
and practicing management from the University of Hong Kong (ಥɽኪ) in December 2021.
Dr. Zhang Huading ( ੵശɕ) joined our Group in January 2022 and has served as the chief
operating officer since then. She was appointed as a Director of our Company in December 2024,
and was redesignated as an executive Director in October 2025. In addition, Dr. Zhang currently
serves as a director of Shanghai Alebund.
Dr. Zhang has extensive experience in pharmaceutical research and operational management.
She previously worked as a process development scientist at Cell Genesys, Inc., a biotechnology
company formerly listed on the Nasdaq Global Select Market (stock code: CEGE.Nasdaq) until it
was acquired by BioSante Pharmaceuticals, Inc., where she was mainly responsible for the biologics
process development. She then worked as a process development scientist at Amgen Inc., a
biopharmaceutical company listed on the Nasdaq Global Select Market (stock code:
AMGN.Nasdaq), where she was primarily responsible for overseeing the biologics process
development. From November 2008 to October 2011, she served as a senior project manager at
Baxter International Inc. (previously known as V antive Healthcare (Suzhou) Co., Ltd. ( ᘽψຬूत
ʮ̡)), a medical products company listed on the New Y ork Stock Exchange (stock
code: BAX.NYSE), primarily responsible for R&D project management. She served at Roche
(China) Holding Ltd. ( ᖯˤ(ʕ਷)ʮ̡), a subsidiary of Roche Holding AG which is a
pharmaceutical company listed on the SIX Swiss Exchange (stock code: ROG.SIX) and the OTCQX
International Premier market (stock code: RHHBY .OTCQX) from October 2011 to November 2019,
with her last position being the head of CCO. From November 2019 to January 2022, she served
at Pfizer Inc., a pharmaceutical company listed on the New Y ork Stock Exchange (stock code:
PFE.NYSE), with her last position being executive director and project manager of Head of Dev
China department.
Dr. Zhang obtained a bachelor’s degree in engineering, majoring in chemical engineering and
technology from Tsinghua University ( ૶ശɽኪ) in July 1998. She received her doctorate degree
from the Ohio State University in December 2004.
Non-executive Director
D r .L uA n( ኁτ), was appointed as a Director of our Company in June 2024, and was
redesignated as a non-executive director in October 2025. Currently, he also serves as a director of
Shanghai Alebund.
Dr. Lu has extensive experience in medical practice and investment consulting. From July
2015 to July 2016, he served as a physician at Tongji Hospital affiliated to Tongji Medical College
of Huazhong University of Science and Technology (᙮Ν᏶ᔼ৫).
From September 2016 to July 2018, he worked as a life sciences specialist at L.E.K. Consulting
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Limited ( Ўจ௱ፔ༔(ɪऎ)ʮ̡), where he was primarily responsible for strategy consulting
and due diligence projects in the biopharmaceutical field. From August 2018 to May 2020, he
served as an investment associate at Shanghai Kangshiqiao Commercial Consulting Co., Ltd. ( ɪऎ
ʮ̡), where he was primarily responsible for biopharmaceutical primary
market investments. Since July 2020, he has served as a vice president at LA V , a biomedical venture
capital firm focused on healthcare investment, where he was responsible for overseeing
biopharmaceutical primary market investments.
Dr. Lu obtained a doctoral degree in clinical medicine from Tongji Medical College of
Huazhong University of Science and Technology (ҦɽኪΝ᏶ᔼኪ৫) in June 2015.
Independent Non-executive Directors
Dr. Xu Runhong (ߎ)was appointed as an independent non-executive Director of our
Company in October 2025.
Dr. Xu has over 30 years of experience in the healthcare and pharmaceutical industry. From
May 1993 to May 2024, she held multiple senior management positions at Baxter International Inc.
(stock code: BAX.NYSE), including President of Greater China and global vice president, where
she was primarily responsible for the strategic development and business operations in Greater
China. From December 2024 to May 2026, she served as the Chief Growth Officer and
Co-chairwoman of the Domestic Commercial Platform of Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. (ᔼᖹ(ණྠ)ʮ̡, stock code: 600196.SH; 2196.HK), where her main
responsibilities include commercial strategy, product pipeline management and business operations
and since May 2026, she has served as the Chief Executive Officer of the Fosun MedTech Division,
fully responsible for its operation and management.
Dr. Xu obtained a bachelor’s degree in medicine from Shanghai Jiao Tong University School
of Medicine ( ɪऎʹஷɽኪᔼኪ৫) (previously known as Shanghai No. 2 Medical University ( ɪ
ɽኪ)) in July 1991. She further obtained an executive master of business administration
(EMBA) degree from China Europe International Business School ( ʕᆄ਷ყʈਠኪ৫) in April
2003, and her doctorate degree in business administration (DBA) from City University of Hong
Kong (̹ɽኪ) in February 2024.
Dr. Zhui Chen , was appointed as an independent non-executive Director of our Company in
October 2025.
Dr. Chen has extensive experience in biopharmaceutical R&D. He previously worked at the
University of Texas Southwestern Medical Center in the United States. From October 2006 to
November 2008, Dr. Chen served as a senior scientist at Abbott Laboratories (now known as
Abbvie, Inc) in the United States. From December 2008 to February 2014, Dr. Chen worked at
China Novartis Institutes for BioMedical Research Co., Ltd ( ፕശ(ʕ਷)ʮ̡),
with his last position as an Investigator III. From February 2014 to May 2016, he served as an
Associate Director in oncology research for Johnson & Johnson. From May 2016 to March 2025,
he served at Abbisko Cayman Limited (ப΂ʮ̡)( “ Abbisko ”), a biopharmaceutical
company listed on the Stock Exchange (stock code: 2256.HK) as a co-founder. During his tenure
in Abbisko, he was appointed as a director and senior vice president, biology in March 2018, and
he served as an executive director at Abbisko in from June 2021 to March 2025 and a chief scientific
officer from March 2022 to March 2025. Dr. Chen has served at OTR Therapeutics Limited ( ɪऎ
ʮ̡), a private biotechnology company, since March 2025, currently being
its chief executive officer.
Dr. Chen obtained a bachelor’s degree in biochemistry from the University of Texas at Austin
in May 1997 and a doctoral degree from Duke University in December 2003.
Mr. Leung Chi Wai ( ૑౽ၪ), was appointed as an independent non-executive Director of our
Company in October 2025.
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Mr. Leung has extensive experience in corporate governance, audit, and consulting. He has
served as the chairman of the group audit committee (full-time Statutory Audit and Supervisory
Committee member) of YCP Holdings (Global) Limited, an Asia-focused professional consulting
firm specializing in corporate strategy listed on the Tokyo Stock Exchange (stock code: 9257.TYO)
since November 2021 where his responsibilities include working with the internal auditor and
external financial auditor, conducting audit and communicates with other member of the committee
to make decision on important audit-related matters such as financial reporting, risk management,
and internal control matters. Since July 2022, he has been the chairman of the audit committee of
Hang Seng Qianhai Fund Management Co., Ltd. (ʮ̡), a joint venture of
Hang Seng Bank Ltd., a company listed on the Stock Exchange (stock code: 0011.HK).
Previously, Mr. Leung served as a Partner at YCP Hong Kong Limited from November 2016
to December 2018, and later served as an Alliance Partner from December 2018 to November 2021.
He served as supervisor at Umeox (PockeTalk) from 2018 to 2021. He also served as director at
TamJai International from 2018 to 2019, and Chong Kin Group from 2016 to 2018. His earlier
corporate roles include being seconded to Booz Allen Hamilton (ፔ༔ʮ̡) from 2006 to
2009, serving as interim chief executive officer of A VT Plasma Limited from November 2004 to
July 2005, and working as a consultant at McKinsey & Company from 2000 to 2002.
Mr. Leung is currently an associate professor of practice at the Hong Kong University of
Science and Technology (Ҧɽኪ). He was an adjunct associate professor at HKU Business
School (ಥɽኪ຾၍ኪ৫) from 2021 to 2025. He also serves in advisery capacities, including as
a finance committee member of English Schools Foundation since 2023, and a member of the
advisery panel at the Entrepreneurship Committee Advisory Group of the Hong Kong Cyberport
Management Company Limited (ʮ̡) from August 2019 to August 2025.
Mr. Leung obtained a bachelor’s degree of science in computing science from Imperial
College London in August 1990 and a master of science degree in engineering-economic systems
from Stanford University in June 1994. He has been a Fellow Member of the Chartered
Management Institute since 2023.
SENIOR MANAGEMENT
Our senior management is responsible for our day-to-day management and business operation.
The following table sets out information in respect of our senior management:
Name Age Position
Date of joining
our Group
Date of
appointment as
Senior
Management Role and responsibilities
Dr. Gavin Guoyao
Xia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
46 Executive Director,
chief executive
officer and
chairman of the
Board
November 7,
2018
October 9, 2019 Responsible for overall
strategic planning, business
direction, operational
management of the Group
Jin Tian, M.D. /H1118/H1118/H111863 Executive Director,
chief medical
officer
April 23, 2018 April 23, 2018 Responsible for clinical
research and development
Dr. Shen Xiao /H1118/H1118/H111860 Chief scientific
officer
April 1, 2025 April 1, 2025 Responsible for preclinical
development and global
regulatory affairs
Dr. Shu Chutian
(ബู˂) /H1118/H1118/H1118/H1118/H1118
49 Chief technology
officer
August 1, 2019 August 1, 2019 Responsible for molecular
discovery and CMC
development
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Name Age Position
Date of joining
our Group
Date of
appointment as
Senior
Management Role and responsibilities
Dr. Zhang Huading
(ੵശɕ) /H1118/H1118/H1118/H1118/H1118
50 Executive Director,
chief operating
officer
January 17,
2022
January 17,
2022
Responsible for company
strategies, R&D portfolio
management and external
collaborations of the Group
Ms. Wang Y un
(׽)H1118/H1118/H1118/H1118/H1118/H1118
46 Executive Director,
chief of staff
June 1, 2018 June 1, 2018 Responsible for overall
operations, human
resources, supply chain and
administrative affairs of the
Group
Mr. Feng Jun
(ڲ)H1118/H1118/H1118/H1118/H1118/H1118
57 Head of
commercialization
July 3, 2023 July 3, 2023 Responsible for overall
commercialization and
commercial strategies and
objectives
Ms. Liu Y ongli
(ڵ)H1118/H1118/H1118/H1118/H1118
37 Finance director June 3, 2025 June 3, 2025 Responsible for financial
management of the Group
Dr. Gavin Guoyao Xia , see “— Board of Directors — Executive Directors” for his
biographical details.
Jin Tian, M.D. , see “— Board of Directors — Executive Directors” for his biographical
details.
Dr. Shen Xiao , joined our Group in April 2025 and has served as the chief scientific officer
since then.
Dr. Shen Xiao has rich and comprehensive experience in new drug review, clinical medicine
and pharmaceutical R&D. In 1990s, he served as a physician at Nanjing General Hospital of
Nanjing Military Command, Department of Nephrology (߅From September
2002 to March 2021, he was a reviewer in the United States Food and Drug Administration (FDA).
From March 2021 to April 2024, he served as the chief medical officer and chief strategy officer
at 3D Medicines Inc. (ʮ̡), a biopharmaceutical company focusing on drug
discovery listed on the Stock Exchange (stock code: 1244.HK), where he was mainly responsible
for directing and overseeing company strategies and regulatory affairs as well as clinical research
and development.
Dr. Shen Xiao obtained his bachelor’s degree in medicine from Qingdao Medical College (ڡ
ᔼኪ৫) (now known as Qingdao University’s Qingdao Medical College (ɽኪᔼኪ௅)) in
July 1986. He further obtained his master’s degree in medicine from Shanghai No. 2 Medical
University (ɽኪ) (now known as Shanghai Jiao Tong University School of Medicine
(ɪऎʹஷɽኪᔼኪ৫) in September 1989, and his PhD from the school of Medicine from West
Virginia University in August 1999. Dr. Shen Xiao was a member of the American Physiology
Society from June 1999 to June 2001.
Dr. Shu Chutian ( ബู˂), joined our Group in August 2019 and has served as the chief
technology officer since then. In addition, prior to the 2024 Reorganization, Dr. Shu served as the
chairman of the Board from May 2021 to June 2023, the general manager from May 2021 to
December 2024 and supervisor from December 2024 to October 2025 at our Company. He has also
served as the executive director and general manager at Alebund Y angzhou since May 2024.
Dr. Shu has over 15 years of experience in both industries of MNCs and start-up companies,
focusing on chemical, manufacturing and control. He conducted researches at Y ale University,
Department of Chemistry in the United States. In 2000s, he worked at Boehringer Ingelheim
Pharmaceuticals, a private global pharmaceutical company, mainly responsible for CMC research.
From January 2010 to November 2015, he was a vice president at Shandong Xuanzhu Pharma Co.,
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Ltd. (ʮ̡). From December 2015 to February 2018, he served as a team
lead at Suzhou Novartis Pharma Technology Co., Ltd. (ʮ̡), a subsidiary
of Novartis AG which is a pharmaceutical company listed on the New Y ork Stock Exchange (stock
code: NVS.NYSE) and SIX Swiss Exchange (stock code: NOVN.SIX). From February 2018 to July
2019, he served as the head of CMC at Terns China Biotechnology Co. Ltd. (ҦϞ
ʮ̡), a subsidiary of Terns Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company
listed on the Nasdaq Global Select Market (stock code: TERN.Nasdaq), where he was primarily
responsible for all aspects of CMC management.
Dr. Shu obtained a bachelor’s degree in chemistry (polymer chemistry and physics) from the
University of Science and Technology of China (ኪҦஔɽኪ) in July 1995 and his PhD in
Chemistry from University of Emory in May 2003.
Dr. Zhang Huading ( ੵശɕ), see “— Board of Directors — Executive Directors” for her
biographical details.
Ms. Wang Yun (׽)see “— Board of Directors — Executive Directors” for her
biographical details.
Mr. Feng Jun (ڲ)joined our Group in July 2023 and has served as the head of
commercialization since then.
Mr. Feng has extensive experience in pharmaceutical commercialization and operations. From
August 1993 to May 1997, he served as a resident physician at Suzhou Fourth People’s Hospital ( ᘽ
ψୋ̬ɛ͏ᔼ৫) (now known as Suzhou Municipal Hospital East Branch (ਜ)),
chiefly responsible for pediatric clinical practice. From April 1997 to October 2006, he served
successively as a regional sales representative, district manager and regional manager at Beijing
Novartis Pharma Co. Ltd. (ʮ̡), a subsidiary of Novartis AG, a pharmaceutical
company listed on the New Y ork Stock Exchange (stock code: NVS.NYSE) and SIX Swiss
Exchange (stock code: NOVN.SIX). From November 2006, he served as a regional sales director
at AstraZeneca Pharmaceutical Company Limited, a subsidiary of AstraZeneca PLC, a
pharmaceutical company listed on the London Stock Exchange (stock code: AZN.LSE) and the
Nasdaq Global Select Market (stock code: AZN.Nasdaq). From September 2011 to March 2017, he
was a vice president at Sandoz (China) Pharmaceutical Co., Ltd. ( ʆᅃɻ(ʕ਷)ʮ̡), a
subsidiary of the Novartis Group, principally responsible for the commercialization of Sandoz’s
gastrointestinal and oncology products in China. Starting from April 2017, he briefly served as a
vice president of operations at respiratory business unit at Edding Pharmaceutical (China) Co., Ltd.,
Shanghai Branch ( ᄂᙜᔼᖹ(ʕ਷)ʮ̡ɪऎʱʮ̡). From July 2017 to October 2020, he
worked as the deputy general manager at Beijing Fresenius Kabi Pharmaceutical Co., Ltd. ( ̏ԯ൬
ʮ̡), a subsidiary of Fresenius Kabi AG which is a part of Fresenius SE & Co.
KGaA, a healthcare group listed on the Frankfurt Stock Exchange (stock code: FRE.DE). Prior to
joining our Group, he served as a general manager of the marketing center at Beijing Konruns
Pharmaceutical Co., Ltd. (ʮ̡), a pharmaceutical company listed on the
Shanghai Stock Exchange (stock code: 603590.SH), where he was responsible for marketing, sales,
business operations, and internal controls.
Mr. Feng obtained a bachelor’s degree in pediatrics from Nanjing Medical College (ԯᔼኪ
৫) (now known as Nanjing Medical University (ɽኪ)) in July 1993 and a master’s degree
in business administration from China Europe International Business School ( ʕᆄ਷ყਠኪ৫)i n
October 2013.
Ms. Liu Y ongli (ڵ)joined our Group in June 2025 and has served as the finance director
since then.
Ms. Liu has extensive experience in auditing and financial management. From October 2011
to May 2025, she worked at PricewaterhouseCoopers Zhong Tian LLP (ԫਕ
הwith her last position being a senior manager, and was primarily responsible for auditing
engagements.
DIRECTORS AND SENIOR MANAGEMENT
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Ms. Liu obtained a bachelor’s degree in business administration from Shanghai International
Studies University ( ɪऎ̮਷Ⴇɽኪ) in July 2011. She was admitted as a member of the Chinese
Institute of Certified Public Accountants in October 2016.
Directors’ and Senior Management’s Interests
Save as disclosed above in this section, to the best of the knowledge, information and belief
of our Directors having made all reasonable enquiries, as of the Latest Practicable Date, none of our
Directors and senior management had been a director of any public company the securities of which
were listed on any securities market in Hong Kong or overseas in the three years immediately
preceding the date of this Prospectus. There are no other matters with respect to the appointment
of our Directors that need to be brought to the attention of the Shareholders, nor is there any
information relating to our Directors that is required to be disclosed pursuant to Rules 13.51(2)(h)
to (v) of the Listing Rules.
Save as disclosed above in this section, as of the Latest Practicable Date, none of our Directors
or senior management were related to other Directors or senior management of our Company.
Saved as disclosed in the sections headed “Substantial Shareholders” and “Appendix IV —
Statutory and General Information — Further Information about Our Directors, Senior Management
and Substantial Shareholders — Interests and short positions of our Directors and chief executive
of our Company in the Shares, underlying Shares and debentures of our Company and our
associated corporations”, as of the Latest Practicable Date, none of our Directors held any interest
in the securities within the meaning of Part XV of the SFO.
JOINT COMPANY SECRETARIES
Mr. Chen Nanyou (С) joined our Group in August 2024 as an associate director of
business development and strategy, primarily involving in our Company’s business development.
He was appointed as the head of investor relations of our Group in July 2025 and has been
responsible for investor relations management since then. Furthermore, he was appointed as the
joint company secretary of our Company in October 2025 with effect from the Listing Date.
Prior to joining our Group, Mr. Chen worked as an investment manager at Bank of China
Group Investment Limited (ʮ̡) from September 2018 to July 2021, focusing
on global private equity investments in the healthcare sector, particularly buyout and growth-stage
investments in the medical device, biotechnology and healthcare services industries. From July
2021 to July 2024, he served as an associate in the corporate finance department of CMB
International Capital Limited (ʮ̡), where he advised healthcare clients on
initial public offerings, mergers and acquisitions and other strategic transactions.
Mr. Chen obtained his bachelor of social sciences degree from Hong Kong Baptist University
(ಥऍึɽኪ) in November 2017 and his master of Science degree in finance from The Chinese
University of Hong Kong (ಥʕ˖ɽኪ) in November 2021.
Mr. Tse Yu Y eung ( ᑽౕජ) was appointed as our joint company secretary in June 2025 with
effect from the Listing Date. Mr. Tse has over five years of experience in company secretarial and
corporate governance fields and is currently an Assistant Manager, Entity Solutions at
Computershare Hong Kong Investor Services Limited.
Mr. Tse currently serves as a joint company secretary of Shanghai FourSemi Semiconductor
Co., Ltd. (ʮ̡) (stock code: 3625.HK). Mr. Tse obtained his master of
science in corporate governance and compliance from Hong Kong Baptist University in July 2024.
He is an associate of both The Hong Kong Chartered Governance Institute and The Chartered
Governance Institute in the United Kingdom.
DIRECTORS AND SENIOR MANAGEMENT
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BOARD COMMITTEES
Our Board delegates certain responsibilities to various committees. In accordance with the
relevant PRC laws and regulations and the Corporate Governance Code, Appendix C1 to the Listing
Rules, our Company has established four committees under the Board, namely the Audit
Committee, the Remuneration and Appraisal Committee, the Nomination Committee and the
Strategy Committee.
Audit Committee
We have established an Audit Committee with written terms of reference in compliance with
Rule 3.21 of the Listing Rules and paragraph C.4 and paragraph D.3 of Part 2 of the Corporate
Governance Code, Appendix C1 to the Listing Rules. The Audit Committee consists of three
Directors, namely Mr. Leung Chi Wai ( ૑౽ၪ), Dr. Zhui Chen and Dr. Xu Runhong (ߎMr.
Leung serves as the chairperson of the Audit Committee and holds the appropriate professional
qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of
the Audit Committee include, but are not limited to, the following:
 proposing the appointment or change of external auditors to our Board, monitoring the
independence of external auditors and evaluating their performance;
 guiding internal audit work;
 examining the financial information of our Company, reviewing financial reports and
statements of our Company and giving comments on relevant matters;
 assessing the effectiveness of internal control;
 coordinating the communication among management, internal audit department, related
departments and external audit agency; and
 dealing with other matters that are authorized by the Board or involved in relevant laws
and regulations.
Our Company does not maintain a supervisory committee and the Audit Committee shall
exercise the powers and duties of the supervisory committee as stipulated in the PRC Company
Law.
Remuneration and Appraisal Committee
We have established a Remuneration and Appraisal Committee with written terms of reference
in compliance with paragraph E.1 of Part 2 of the Corporate Governance Code, Appendix C1 to the
Listing Rules. The Remuneration and Appraisal Committee consists of three Directors, namely Dr.
Zhui Chen, Dr. Gavin Xia and Dr. Xu Runhong (ߎDr. Zhui Chen serves as the chairperson
of the Remuneration and Appraisal Committee. The primary duties of the Remuneration and
Appraisal Committee include, but are not limited to, the following:
 formulating individual remuneration plans for Directors and members of the senior
management in accordance with the terms of reference of the job responsibilities, the
importance of their positions as well as the remuneration benchmarks for the relevant
positions in other comparable companies;
 examining the criteria of performance evaluation of Directors and the senior
management of our Company, and conducting annual performance evaluation;
 supervising the implementation of the remuneration plan of the Company;
 reviewing and/or approving matters relating to share schemes under Chapter 17 of the
Listing Rules; and
 dealing with other matters that are authorized by the Board.
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Nomination Committee
We have established a Nomination Committee with written terms of reference in compliance
with paragraph B.3 of Part 2 of the Corporate Governance Code, Appendix C1 to the Listing Rules.
The Nomination Committee consists of three Directors, namely Dr. Xu Runhong (ߎDr.
Gavin Xia and Dr. Zhui Chen. Dr. Xu serves as the chairperson of the Nomination Committee. The
primary duties of the Nomination Committee include, but are not limited to, the following:
 making recommendations to our Board with regards to the size and composition of our
Board based on our Company’s business operation, asset scale and equity structure;
 researching and developing standards and procedures for the election of our Board
members, general managers and members of the senior management, and making
recommendations to our Board;
 conducting extensive search and providing to our Board suitable candidates for
Directors, general managers and other members of the senior management;
 examining our Board candidates, general manager and members of the senior
management and making recommendations to our Board;
 assessing and reviewing the independence of independent non-executive Directors; and
 dealing with other matters that are authorized by our Board.
Strategy Committee
We have established the Strategy Committee with written terms of reference in place. The
Strategy Committee consists of three members, namely Dr. Zhang Huading ( ੵശɕ), Dr. Gavin Xia
and Dr. Zhui Chen. Dr. Zhang serves as the chairman of the Strategy Committee. The primary duties
of the Strategy Committee include, but not limited to, the following:
 analyzing and making recommendations on the long-term development strategy plans of
our Company;
 analyzing and making recommendations on major investment and financing proposals;
and
 analyzing and making recommendations on other major issues that would affect the
development of our Company.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Each of our Directors confirms that as of the Latest Practicable Date, he or she did not have
any interest in a business which competes or is likely to compete, directly or indirectly, with our
business, and requires disclosure under Rule 8.10 of the Listing Rules.
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under
Rule 3.09D of the Listing Rules on October 23, 2025, and (ii) understands his or her obligations as
a director of a listed issuer on the Stock Exchange under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors confirms (i) his or her independence as
regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) that he or
she has no past or present financial or other interest in the business of the Company or its
subsidiaries or any connection with any core connected person of the Company under the Listing
Rules as of the Latest Practicable Date, and (iii) that there are no other factors that may affect his
or her independence at the time of his or her appointments.
DIRECTORS AND SENIOR MANAGEMENT
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REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT
Our Directors and senior management receive compensation in the form of salaries,
allowances, bonuses and other benefits in kind, including our contribution to the pension scheme.
For information on remuneration of Directors during the Track Record Period, as well as
information on remuneration of the five highest paid individuals, see Notes 8 and 9 to the
Accountants’ Report in Appendix I to this Prospectus.
During the Track Record Period, (i) no remuneration 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 or past Directors or the five highest paid individuals for
the loss of office as director of any member of our Group or any other office in connection with the
management of the affairs of any member of our Group, and (iii) none of our Directors waived any
emoluments. Our Directors’ remuneration is determined with reference to the relevant Director’s
experience and qualifications, level of responsibility, performance and the time devoted to our
business, and the prevailing market conditions.
It is estimated that remuneration and benefits in kind equivalent to approximately RMB52.0
million in aggregate will be paid and granted to our Directors and senior management by us in
respect of the financial year ending December 31, 2026 under arrangements in force as at the date
of this Prospectus.
Except as disclosed in this document, no Director has been paid in cash or shares or otherwise
by any person either to induce him to become, or to qualify him as a Director, or otherwise for
service rendered by him in connection with the promotion or formation of us.
CORPORATE GOVERNANCE
We have adopted certain corporate governance measures in compliance with the Corporate
Governance Code. We aim to achieve a high standard of corporate governance, which is crucial to
safeguard the interests of the Shareholders. To accomplish this, we expect to comply with the
Corporate Governance Code after the Listing.
Pursuant to code provision C.2.1 of the Corporate Governance Code, companies listed on the
Stock Exchange are expected to comply with, but may choose to deviate from, the requirement that
the roles of chairman and chief executive should be separate and should not be performed by the
same individual. We do not have a separate chairman and chief executive and Dr. Gavin Xia, our
chairman of the Board, executive Director and chief executive officer, currently performs these two
roles. Dr. Gavin Xia is the founder of our Company and has extensive experience in the
pharmaceutical industry. The Board believes that vesting the roles of both chairman of the Board
and chief executive officer in the same person has the benefit of ensuring consistent leadership
within the Group and enables more effective and efficient overall strategic planning for the Group.
The Board considers that the balance of power and authority for the present arrangement will not
be impaired, given that: (1) decision to be made by our Board of Directors requires approval by at
least a majority of our Directors; (2) Dr. Gavin Xia and the other Directors are aware of and
undertake to fulfil their fiduciary duties as Directors, which require, among other things, that he acts
for the benefit and in the best interests of our Company and will make decisions for our Company
accordingly; (3) the balance of power and authority is ensured by the operations of the Board of
Directors, including three independent non-executive Directors, and has a fairly strong
independence element; and (4) the overall strategic and other key business, financial, and
operational policies of our Company are made collectively after thorough discussion at both Board
of Directors and senior management levels. The Board will continue to review and consider splitting
the roles of chairman and chief executive of the Company if and when it is appropriate taking into
account the circumstances of the Group as a whole.
DIRECTORS AND SENIOR MANAGEMENT
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BOARD DIVERSITY POLICY
In order to enhance the effectiveness of the Board and to maintain the high standard of
corporate governance, we have adopted the board diversity policy which sets out the objective and
approach to achieve and maintain diversity of the Board. Pursuant to the board diversity policy, we
seek to achieve board diversity through the consideration of a number of factors when selecting the
candidates to the Board, including but not limited to gender, age, cultural and educational
background, or professional experience. The ultimate decision of the appointment will be based on
merit and the contribution which the selected candidates will bring to the Board.
The Board comprises eight members, including four executive Directors, one non-executive
Director and three independent non-executive Directors. Our Directors have a balanced mix of
knowledge, skills, perspectives and experience, including overall management and strategic
development, business, science, investment and consulting. They obtained professional and
academic qualifications including business administration, economics and science. Taking into
account our existing business model and specific needs as well as the different background of our
Directors, the composition of the Board satisfies our board diversity policy, and the Board and the
nomination committee of the Company will assess the Board composition regularly.
Our nomination committee is responsible for reviewing the diversity of the Board. After
Listing, our nomination committee will continue to monitor and evaluate the implementation of the
board diversity policy from time to time to ensure its continued effectiveness and we will disclose
in our corporate governance report about the implementation of the board diversity policy, including
any measurable objectives set for implementing the board diversity policy and the progress on
achieving these objectives on an annual basis. We will also continue to take steps to promote gender
diversity at all levels of our Company, including but without limitation at the Board and senior
management levels.
COMPLIANCE ADVISER
The Company has appointed Somerley Capital Limited as its compliance adviser pursuant to
Rule 3A.19 of the Listing Rules. In compliance with Rule 3A.23 of the Listing Rules, the Company
must consult with and, if necessary, seek advice from the compliance adviser on a timely basis in
the following circumstances:
 before the publication of any regulatory announcement, circular or financial report;
 where a transaction, which might be a notifiable or connected transaction, is
contemplated including share issues, sales or transfers of treasury shares and share
repurchases;
 where we propose to apply the proceeds of the Global Offering in a manner different
from that detailed in this document or where our business activities, developments or
results deviate from any forecast, estimate or other information in this document; and
 where the Stock Exchange makes an inquiry of us in respect of unusual price movement
and trading volume or other issues under Rule 13.10 of the Listing Rules.
The terms of appointment of the compliance adviser will commence on the Listing Date and
end on the date on which the Company distributes its annual report in respect of its financial results
for the first full financial year commencing after the Listing Date.
DIRECTORS AND SENIOR MANAGEMENT
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SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately following the completion of the Global
Offering and the conversion of our Unlisted Shares to H Shares assuming the Over-allotment Option
is not exercised, the following persons will have an interest and/or short position in the Shares or
the underlying Shares which would fall to be disclosed to us and the Stock Exchange under the
provisions of Divisions 2 and 3 of Part XV of the SFO, or, will be, directly or indirectly interested
in 10% or more of the nominal value of any class of our share capital carrying rights to vote in all
circumstances at general meetings of our Company:
Name of Shareholder Nature of Interest
Immediately following the Global Offering (assuming
the Over-allotment Option is not exercised)
Number of
Shares (1)
Approximate
percentage of
shareholding in
Unlisted
Shares/H
Shares (2)
Approximate
percentage of
shareholding in
our total share
capital (2)
Aleyuan Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner;
Interest held jointly
with another person
41,492,505
Unlisted
Shares
36.81% 20.41%
27,870,950
H Shares
12.27%
Dr. Gavin Xia
(3) /H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner;
Interest in controlled
corporations; Interest
held jointly with
another person
41,492,505
Unlisted
Shares
36.81% 20.41%
27,870,950
H Shares
12.27%
AleyuanGX
(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner;
Interest in controlled
corporations; Interest
held jointly with
another person
41,492,505
Unlisted
Shares
36.81% 20.41%
27,870,950
H Shares
12.27%
Dr. Tian
(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner;
Interest in controlled
corporations; Interest
held jointly with
another person
41,492,505
Unlisted
Shares
36.81% 20.41%
27,870,950
H Shares
12.27%
AleyuanJT
(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner;
Interest in controlled
corporations; Interest
held jointly with
another person
41,492,505
Unlisted
Shares
36.81% 20.41%
27,870,950
H Shares
12.27%
Aleyuan Limited
(3) /H1118/H1118/H1118/H1118Beneficial owner;
Interest held jointly
with another person
41,492,505
Unlisted
Shares
36.81% 20.41%
27,870,950
H Shares
12.27%
Y angzhou Liyue
(3) /H1118/H1118/H1118/H1118/H1118Beneficial owner;
Interest held jointly
with another person
41,492,505
Unlisted
Shares
36.81% 20.41%
27,870,950
H Shares
12.27%
SUBSTANTIAL SHAREHOLDERS
– 229 –


--- page 239 ---
Name of Shareholder Nature of Interest
Immediately following the Global Offering (assuming
the Over-allotment Option is not exercised)
Number of
Shares (1)
Approximate
percentage of
shareholding in
Unlisted
Shares/H
Shares (2)
Approximate
percentage of
shareholding in
our total share
capital (2)
Shanghai Chunyuan (3) /H1118/H1118Beneficial owner;
Interest held jointly
with another person
41,492,505
Unlisted
Shares
36.81% 20.41%
27,870,950
H Shares
12.27%
Ms. Wang Y un
(3) /H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner;
Interest held jointly
with another person
41,492,505
Unlisted
Shares
36.81% 20.41%
27,870,950
H Shares
12.27%
Dr. Zhang Hua ding
(3) /H1118/H1118Beneficial owner;
Interest held jointly
with another person
41,492,505
Unlisted
Shares
36.81% 20.41%
27,870,950
H Shares
12.27%
Dr. Shu Chutian
(3) /H1118/H1118/H1118/H1118/H1118Interest in controlled
corporations
41,492,505
Unlisted
Shares
36.81% 20.41%
27,870,950
H Shares
12.27%
Shanghai Y uanyue
(3) /H1118/H1118/H1118Beneficial owner 9,802,879
Unlisted
Shares
8.70% 4.81%
6,535,253
H Shares
2.88%
Guangxi Tencent
(4) /H1118/H1118/H1118/H1118Beneficial owner 12,386,124
Unlisted
Shares
10.99% 9.11%
18,579,187
H Shares
8.18%
Tencent Holdings
Limited
(4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporations
13,285,115
Unlisted
Shares
11.78% 10.28%
21,661,073
H Shares
9.54%
Y angzhou Guojin
Libang
(5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Beneficial owner 9,888,928
Unlisted
Shares
8.77% 7.27%
14,833,393
H Shares
6.53%
Y angzhou GJTZ
(5) /H1118/H1118/H1118/H1118/H1118Interest in controlled
corporations
10,889,788
Unlisted
Shares
9.66% 8.01%
16,334,684
H Shares
7.19%
SUBSTANTIAL SHAREHOLDERS
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--- page 240 ---
Name of Shareholder Nature of Interest
Immediately following the Global Offering (assuming
the Over-allotment Option is not exercised)
Number of
Shares (1)
Approximate
percentage of
shareholding in
Unlisted
Shares/H
Shares (2)
Approximate
percentage of
shareholding in
our total share
capital (2)
LA V Delta Limited (6) /H1118/H1118Beneficial owner 7,227,591
Unlisted
Shares
6.41% 5.32%
10,841,387
H Shares
4.77%
Dr. Shi
(6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporation
9,442,593
Unlisted
Shares
8.38% 6.95%
14,163,890
H Shares
6.24%
QC Six Limited
(7) /H1118/H1118/H1118/H1118/H1118Beneficial owner 7,516,099
Unlisted
Shares
6.67% 5.53%
11,274,148
H Shares
4.96%
Ying Du
(7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporation
7,516,099
Unlisted
Shares
6.67% 5.53%
11,274,148
H Shares
4.96%
Marietta Wu
(7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporation
7,516,099
Unlisted
Shares
6.67% 5.53%
11,274,148
H Shares
4.96%
Stella Xu
(7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporation
7,516,099
Unlisted
Shares
6.67% 5.53%
11,274,148
H Shares
4.96%
Mr. Lin Lijun
(8) /H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporation
7,249,930
Unlisted
Shares
6.43% 5.69%
12,088,294
H Shares
5.32%
Dr. Chen Fei
(9) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporation
6,487,230
Unlisted
Shares
5.75% 4.77%
9,730,845
H Shares
4.28%
GIC Private Limited
(10) /H1118Beneficial owner;
Interest in controlled
corporation
5,067,410
Unlisted
Shares
4.50% 5.97%
15,228,314
H Shares
6.70%
Notes:
(1) The letter “L” denotes the person’s long position in the Shares.
SUBSTANTIAL SHAREHOLDERS
– 231 –


--- page 241 ---
(2) The calculation is based on the total number of 112,730,042 Unlisted Shares and 227,122,190 H Shares in issue
immediately after completion of the Global Offering since 170,366,789 Unlisted Shares will be converted into H
Shares and 56,755,400 H Shares will be issued pursuant to the Global Offering, assuming that the Over-allotment
Option is not exercised.
(3) Pursuant to the Onshore AIC Agreement, the AIC Parties, namely Aleyuan Inc., Dr. Gavin Xia, AleyuanGX, Dr. Tian,
AleyuanJT, Aleyuan Limited, Shanghai Chunyuan, Y angzhou Liyue, Ms. Wang Y un and Dr. Zhang Huading, have
agreed to act in concert at Shareholders’ and/or Board meeting of our Company. See “History, Development and
Corporate Structure — Concert Party Agreements” in this Prospectus for further details. As such, by virtue of the
SFO, the AIC Parties are deemed to be interested in Shares that other AIC Party is interested in.
In addition, as of the Latest Practicable Date, AleyuanGX, an AIC Party and a company wholly-owned by Dr. Gavin
Xia, was the general partner of Shanghai Y uanyue, and held all voting share in Fortuna and BCeGFR. As such, by
virtue of the SFO, each of Dr. Gavin Xia and AleyuanGX is deemed to be interested in Shares held by Shanghai
Y uanyue, Fortuna and BCeGFR.
As of the Latest Practicable Date, the general partner of Shanghai Chunyuan was Dr. Shu Chutian. As such, by virtue
of the SFO, Dr. Shu Chutian was deemed to be interested in Shares held by Shanghai Chunyuan.
(4) As of the Latest Practicable Date, Guangxi Tencent V enture Capital Co., Ltd. (ʮ̡)
(“Guangxi Tencent ”) was a wholly-owned subsidiary of Shenzhen Tencent Ruijian Investment Co., Ltd. ( ଉέ̹ᙜ
ʮ̡)( “ Tencent Ruijian ”), which is a subsidiary of Tencent Holdings Limited (“ Tencent ”), a
company listed on the Main Board of the Stock Exchange, stock codes: 700.HK (HKD counter) and 80700.HK (RMB
counter). By virtue of the SFO, each of Tencent and Tencent Ruijian was deemed to be interested in the Shares held
by Guangxi Tencent, respectively.
As of the Latest Practicable Date, Perfect Ten Holding Limited was a company wholly-owned by TPP Fund II, L.P .,
the general partner of which was TPP GP II, Ltd, which was a subsidiary of Tencent. As such, by virtue of the SFO,
Tencent was deemed to be interested in the Shares held by Perfect Ten Holding Limited.
In addition, as of the Latest Practicable Date, Huang River Investment Limited, a cornerstone investor, was wholly
owned by Tencent. As such, by virtue of the SFO, Tencent will also be deemed to be interested in the Shares held
by Huang River Investment Limited.
(5) As of the Latest Practicable Date, the general partner of Y angzhou Guojin Libang V enture Capital Fund (Limited
Partnership) (ږ(Υྫ)) (“ Y angzhou Guojin Libang ”) was Y angzhou V enture Capital
Co., Ltd. (ʮ̡)( “ Y angzhou VC ”), which was wholly owned by Y angzhou Modern Financial
Investment Group Co., Ltd. (ப΂ʮ̡) an indirect wholly-owned subsidiary of
Y angzhou Guojin Investment Group Co., Ltd. (ʮ̡)) (“ Y angzhou GJTZ ”), a company
owned as to 70.78% by Y angzhou Municipal Finance Bureau (҅). In addition, as of the Latest Practicable
Date, the general partner of Y angzhou Guojin Emerging Industry Investment Fund (Limited Partnership) ( ౮ψ̹਷
ΥྫΆุ(Υྫ)) was also Y angzhou VC.
As such, by virtue of the SFO, each of Y angzhou Municipal Finance Bureau, Y angzhou Modern Financial Investment
Group Co., Ltd., Y angzhou GJTZ and Y angzhou Municipal Finance Bureau was deemed to the interested in Shares
held by each of Y angzhou Guojin Libang and Y angzhou Guojin Emerging Industry Investment Fund (Limited
Partnership).
(6) As of the Latest Practicable Date, LA V Delta Limited is wholly owned by LA V Biosciences Fund IV , L.P . (“ LA V IV”).
The general partner of LA V IV is LA V GP IV , L.P ., whose general partner is LA V Corporate IV GP , Ltd., a Cayman
exempted company wholly owned by Dr. Shi. As such, by virtue of the SFO, each of Dr. Shi, LA V Corporate IV GP ,
Ltd., LA V GP IV , L.P . and LA V IV was deemed to be interested in the Shares held by LA V Delta Limited.
As of the Latest Practicable Date, LA V Orchid Limited is wholly owned by LA V Fund VI, L.P . (“ LA V VI”). The
general partner of LA V VI is LA V GP VI, L.P ., whose general partner is LA V Corporate VI GP , Ltd., a Cayman
exempted company wholly owned by Dr. Shi. As such, by virtue of the SFO, each of Dr. Shi, LA V Corporate VI GP ,
Ltd., LA V GP VI, L.P . and LA V VI was deemed to be interested in the Shares held by LA V Orchid Limited.
LA V Efficacy Limited is wholly owned by LA V Fund VI Opportunities, L.P . (“ LA V VI Opportunities ”). The general
partner of LA V VI Opportunities is LA V GP VI Opportunities, L.P ., whose general partner is LA V Corporate VI GP
Opportunities, Ltd., a Cayman exempted company wholly owned by Dr. Shi. As such, by virtue of the SFO, each of
Dr. Shi, LA V Corporate VI GP Opportunities, Ltd., LA V GP VI Opportunities, L.P . and LA V VI Opportunities was
deemed to be interested in the Shares held by LA V Efficacy Limited.
(7) As of the Latest Practicable Date, QC Six Limited was wholly owned by Quan V enture Fund II, L.P ., whose general
partners comprises Ying Du, Marietta Wu and Stella Xu. As such, by virtue of the SFO, each of Ying Du, Marietta
Wu, Stella Xu and Quan V enture Fund II, L.P . was deemed to be interested in the Shares held by QC Six Limited.
(8) As of the Latest Practicable Date, Shanghai Tanying Investment Partnership Enterprise (Limited Partnership) ( ɪऎ
Υྫ)( “ Shanghai Tanying ”) was controlled and managed by its general partner, Shanghai
Zhengxingu Investment Management Co., Ltd. (ʮ̡)( “ Shanghai Loyal Valley ”) which
was in turn controlled by Mr. Lin Lijun (“ Mr. Lin ”). The sole limited partner of Shanghai Tanying was Shanghai Lejin
Investment Partnership (Limited Partnership) ( ɪऎᆀආҳ༟ΥྫΆุ(Υྫ)) (“ Shanghai Lejin ”), which held
approximately 99.99% of its partnership interest and was also controlled by Shanghai Loyal V alley as its general
partner. As such, by virtue of the SFO, each of Mr. Lin, Shanghai Loyal V alley, Shanghai Lejin and Shanghai Tanying
was deemed to be interested in the Shares held by Shanghai Tanying.
As of the Latest Practicable Date, Loyal V alley Capital Advantage Fund III LP (“ Loyal Valley Fund III ”) was a
private equity fund whose general partner of which was Loyal V alley Capital Advantage Fund III Limited, which was
ultimately controlled by Mr. Lin. As such, by virtue of the SFO, each of Mr. Lin and Loyal V alley Capital Advantage
Fund III Limited was deemed to be interested in the Shares held by Loyal V alley Fund III.
SUBSTANTIAL SHAREHOLDERS
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Shanghai Jishi Lemei Private Equity Investment Fund Partnership (Limited Partnership) (ӷ෍ҳ༟ਿ
ΥྫΆุ(Υྫ)) (“Shanghai Jishi Lemei ”) was a limited partnership whose general partner was also Shanghai
Loyal V alley. As such, by virtue of the SFO, each of Mr. Lin and Shanghai Loyal V alley was deemed to be interested
in the Shares held by Shanghai Jishi Lemei.
In addition, as of the Latest Practicable Date, Golden V alley Global Limited and Golden V alley V alue Select Master
Fund, each a cornerstone investor, were also ultimately controlled by Mr. Lin Lijun. As such, by virtue of the SFO,
Mr. Lin will be deemed to be interested in the Shares held by Golden V alley Global Limited and Golden V alley V alue
Select Master Fund.
(9) As of the Latest Practicable Date, the general partner of Suzhou Lirui Equity Investment Center (Limited Partnership)
(ᛆҳ༟ʕː(Υྫ)) (“ Suzhou Lirui ”) was Shanghai Liyi Investment management Partnership
(Limited Partnership) ( ɪऎᓿ൪ҳ༟၍ଣΥྫΆุ(Υྫ)), the general partner of which was Shanghai Liyao
Investment Management Co., Ltd. (ʮ̡)( “ Shanghai Liyao ”), which is in turn wholly owned
by Dr. Chen Fei.
In addition, as of the Latest Practicable Date, the general partner of Suzhou Lirun Equity Investment Center (Limited
Partnership) (ᛆҳ༟ʕː(Υྫ)) (“ Suzhou Lirun ”) was Shanghai Likun Enterprise Management
Partnership (Limited Partnership)* ( ɪऎᓿ䃑Άุ၍ଣΥྫΆุ(Υྫ)), the general partner of which was also
Shanghai Liyao.
As such, by the virtue of the SFO, each of Dr. Chen Fei and Shanghai Liyao was deemed to be interested in the Shares
held by each of Suzhou Lirui and Suzhou Lirun.
(10) As of the Latest Practicable Date, Cliff Investment Pte. Ltd. was wholly owned by Enterprise Holding Pte Ltd and
was managed by GIC Special Investments Private Limited which was in turn wholly-owned by GIC Private Limited.
GIC Private Limited is also a cornerstone investor. As such, by virtue of the SFO, GIC Private Limited is deemed to
be interested in the Shares held by Cliff Investment Pte. Ltd.
Save as disclosed above and the section headed “Appendix V — Statutory and General
Information — Further Information about our Directors, Senior Management and Substantial
Shareholders”, our Directors are not aware of any person who will, immediately following
completion of the Global Offering (assuming that the Over-allotment Option is not exercised), have
any interest and/or short position in the Shares or underlying Shares of our Company which will be
required to be disclosed to our Company and the Stock Exchange pursuant to the provisions of
Divisions 2 and 3 of Part XV of the SFO, or, who are, 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 meeting of the Company or any other member of our Group.
SUBSTANTIAL SHAREHOLDERS
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This section presents certain information regarding our share capital before and upon
completion of the Global Offering.
BEFORE THE COMPLETION OF THE GLOBAL OFFERING
As of the Latest Practicable Date, the registered capital of our Company was
RMB283,096,831, comprising 283,096,831 Unlisted Shares of nominal value RMB1.00 each.
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately following the completion of the Global Offering and the conversion of certain
Unlisted Shares into H Shares, assuming that the Over-allotment Option is not exercised, the issued
share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate
Percentage of the
Total Share
Capital of our
Company
Unlisted Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,730,042 33.17%
H Share to be converted from Unlisted Shares /H1118/H1118/H1118/H1118/H1118170,366,789 50.13%
H Shares to be issued under the Global Offering /H1118/H1118/H111856,755,400 16.70%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118339,852,231 100.00%
Immediately following completion of the Global Offering and the conversion of certain
Unlisted Shares into H Shares, assuming the Over-allotment Option is fully exercised, the issued
share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate
Percentage of the
Total Share
Capital of our
Company
Unlisted Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,730,042 32.36%
H Share to be converted from Unlisted Shares /H1118/H1118/H1118/H1118/H1118170,366,789 48.90%
H Shares to be issued under the Global Offering /H1118/H1118/H111865,268,700 18.74%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118348,365,531 100.00%
RANKING
Upon completion of the Global Offering, the Shares will consist of H Shares and Unlisted
Shares. H Shares and Unlisted Shares are all ordinary Shares in the share capital of our Company.
However, apart from certain qualified domestic institutional investors in the PRC, the qualified PRC
investors under the Shanghai — Hong Kong Stock Connect or the Shenzhen — Hong Kong Stock
Connect and other persons who are entitled to hold our H Shares pursuant to relevant PRC laws and
regulations or upon approvals of any competent authorities, H Shares generally cannot be
subscribed for by or traded between legal or natural persons of the PRC.
Unlisted Shares and H Shares will rank pari passu with each other in all respects and, in
particular, will rank equally for all dividends or distributions declared, paid or made after the date
of this Prospectus. All dividends in respect of the H Shares are to be paid by us in Hong Kong
dollars or in the form of H Shares.
SHARE CAPITAL
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CONVERSION OF OUR UNLISTED SHARES INTO H SHARES
According to the regulations issued by the CSRC, the holders of our Unlisted Shares may, at
their own option, authorize the Company to apply to the CSRC for conversion of their respective
Unlisted Shares to H Shares, and such converted Shares may be listed and traded on an overseas
stock exchange provided that the required filings with the securities regulatory authorities of the
State Council for the conversion, listing and trading of such converted Shares have been completed.
Additionally, such conversion, trading and listing shall meet any requirement of internal approval
process and in all respects comply with the regulations prescribed by the securities regulatory
authorities of the State Council and the regulations, requirements and procedures prescribed by the
relevant overseas stock exchange. Save as disclosed in this Prospectus and to the best knowledge
of our Directors, we are not aware of the intention of such existing Shareholders to convert their
Unlisted Shares.
If any of the Unlisted Shares are to be converted, listed and traded as H Shares on the Stock
Exchange, the filings with the relevant PRC regulatory authorities, including the CSRC, and the
approval of the Stock Exchange are necessary for such conversion. Based on the procedures for the
conversion of Unlisted Shares into H Shares as set forth below, we will apply for the listing of all
or any portion of the Unlisted Shares on the Stock Exchange as H Shares in advance of any
proposed conversion after the Global Offering to ensure that the conversion process can be
completed promptly upon notice to the Stock Exchange and delivery of Shares for entry on the H
Share register. As the listing of additional Shares after the Listing on the Stock Exchange is
ordinarily considered by the Stock Exchange to be a purely administrative matter, it does not require
such prior application for listing at the time of our listing in Hong Kong. No class Shareholder
voting is required for the conversion of such Shares or the listing and trading of such converted
Shares on an overseas stock exchange. Any application for listing of the converted shares on the
Stock Exchange after our initial listing is subject to prior notification by way of announcement to
inform our Shareholders and the public of any proposed conversion.
After all the requisite filings have been completed and approvals have been obtained, the
relevant Unlisted Shares will be withdrawn from the Unlisted Share register, and our Company will
re-register such Shares on the H Share register maintained in Hong Kong and instruct the H Share
Registrar to issue H Share certificates. Registration on the H Share register of our Company will
be on the conditions that (i) the H Share Registrar lodges with the Stock Exchange a letter
confirming the entry of the relevant H Shares on the H Share register and the due dispatch of H
Share certificates; and (ii) the admission of the H Shares to be traded on the Stock Exchange
complies with the Listing Rules and the General Rules of HKSCC and the HKSCC Operational
Procedures in force from time to time.
Until the converted Shares are re-registered on the H Share register of our Company, such
Shares would not be listed as H Shares. For details of our existing Shareholders’ proposed
conversion of Unlisted Shares into H Shares, see “History, Development and Corporate Structure
— Capitalization”.
TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL OFFERING
Pursuant to the PRC Company Law, our Shares issued prior to the Listing shall not be
transferred within one year from the Listing Date.
Shares transferred by our Directors and members of the senior management each year during
their term of office shall not exceed 25% of their total respective shareholdings in our Company
unless otherwise permitted by applicable laws and regulations. The Shares that the aforementioned
persons hold in our Company cannot be transferred within half a year after they leave their positions
as Directors and members of the senior management in our Company.
SHARE CAPITAL
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REGISTRATION OF SHARES NOT LISTED ON AN OVERSEAS STOCK EXCHANGE
According to the Trial Administrative Measures of Overseas Securities Offering and Listing
by Domestic Companies () and Detailed Rules for
the Implementation of Registration and Custody Business of Non-Overseas Listed Shares of
Overseas Listed Companies by China Securities Depository and Clearing Corporation Limited
(), our
Company is required to register and deposit our Shares that are not listed on the overseas stock
exchange with the China Securities Depository and Clearing Corporation after the Listing.
SHAREHOLDERS’ GENERAL MEETING
See “Appendix IV — Summary of Articles of Association” for details of circumstances under
which our general Shareholders’ meeting is required.
SHARE CAPITAL
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THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone Investment
Agreement ”, and together, the “ Cornerstone Investment Agreements ”) with the cornerstone
investors set out below (each a “ Cornerstone Investor ”, and together, the “ Cornerstone
Investors ”), pursuant to which the Cornerstone Investors have agreed to, subject to certain
conditions, subscribe, or cause their designated entities (including qualified domestic institutional
investor(s) (“ QDII(s) ”) as approved by the relevant PRC authorities) to subscribe, at the Offer Price
for such number of Offer Shares (rounded down to the nearest whole board lot of 100 H Shares)
that may be purchased for an aggregate amount of US$81.5 million (or approximately HK$638.6
million, calculated based on the exchange rate set out in the section headed “Information about this
Prospectus and the Global Offering — Exchange Rate Conversion”) (the “ Cornerstone Placing ”).
Based on the Offer Price of HK$22.60 per H Share, being the mid-point of the indicative Offer
Price range, the total number of Offer Shares to be subscribed by the Cornerstone Investors would
be 28,254,900 Offer Shares, representing approximately (i) 49.78% of the Offer Shares and 8.31%
of our total issued share capital immediately upon completion of the Global Offering (assuming the
Over-allotment Option is not exercised); and (ii) 43.29% of the Offer Shares and 8.11% of our total
issued share capital immediately upon completion of the Global Offering (assuming the Over-
allotment Option is fully exercised).
We believe that the Cornerstone Placing demonstrates our Cornerstone Investors’ confidence
in our Company and its business prospect, and that the Cornerstone Placing will help to raise the
profile of our Company. Our Company became acquainted with each of the Cornerstone Investors
in its ordinary course of operation through the Group’s business network or through introduction by
the Overall Coordinators in the Global Offering.
The Cornerstone Placing will form part of the International Offering, and, save as otherwise
obtained consent from the Stock Exchange, the Cornerstone Investors and their respective close
associates will not subscribe for any Offer Shares under the Global Offering (other than pursuant
to the Cornerstone Investment Agreements). The Offer Shares to be subscribed by the Cornerstone
Investors (including those to be subscribed through QDIIs) will rank pari passu in all respects with
the fully paid H Shares in issue following the Global Offering of the Company and will be counted
towards the public float of our Company under Rule 19A.13A of the Listing Rules (other than the
Offer Shares to be subscribed by Tencent (as defined below)). Immediately following the
completion of the Global Offering, (i) the Cornerstone Investors or their close associates will not,
by virtue of their cornerstone investments, have any Board representation in our Company; and (ii)
other than Tencent (as defined below), none of the Cornerstone Investors and their close associates
will become a substantial Shareholder of our Company. Other than a guaranteed allocation of the
relevant Offer Shares at the final Offer Price, the Cornerstone Investors do not have any preferential
rights under each of their respective Cornerstone Investment Agreements, as compared with other
public Shareholders. There are no side arrangements or agreements between our Company and the
Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors by
virtue of or in relation to the Listing, other than a guaranteed allocation of the relevant Offer Shares
at the Offer Price, following the principles as set out in Chapter 4.15 of the Guide for New Listing
Applicants.
Among the Cornerstone Investors, (a) GIC Private Limited is a close associate of Cliff
Investment Pte. Ltd., an existing Shareholder of the Company holding 4.48% ownership in the
Company as of the Latest Practicable Date; (b) SymBiosis II, LLC is an existing Shareholder of the
Company holding 0.40% ownership in the Company as of the Latest Practicable Date; (c) Huang
River Investment Limited is a close associate of Perfect Ten Holding Limited and Guangxi Tencent,
which are existing Shareholders of the Company holding an aggregate of 11.73% ownership in the
Company as of the Latest Practicable Date; (d) Perfect Ten Holding Limited is an existing
Shareholder of the Company holding 0.79% ownership in the Company as of the Latest Practicable
Date; (e) each of Golden V alley V alue Select Master Fund and Golden V alley Global Limited is a
close associates of Loyal V alley Capital Advantage Fund III LP , Shanghai Tanying Investment
CORNERSTONE INVESTORS
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Partnership Enterprise (Limited Partnership) and Shanghai Jishi Lemei Private Equity Investment
Fund Partnership (Limited Partnership), each an existing Shareholder of the Company established
by Loyal V alley Capital, holding an aggregate of 6.40% ownership in the Company as of the Latest
Practicable Date; and (f) Loyal V alley Capital Advantage Fund III LP is an existing Shareholder of
the Company holding 4.36% ownership in the Company as of the Latest Practicable Date. The Stock
Exchange has granted a consent under paragraph 1C(2) of Appendix F1, and a waiver from strict
compliance from the requirements under Rules 9.09(b) and 10.04 of the Listing Rules to permit H
Shares in the International Offering to be placed to these Cornerstone Investors pursuant to Chapter
4.15 of the Guide and paragraph 18 of Chapter 2.3 of the Guide. For further details, please refer to
the section headed “Waivers and Exemption — Consent and Waiver in Respect of Allocation of H
Shares to Certain Existing Shareholders and/or Their Close Associates”.
Save as disclosed above, and to the best knowledge of the Company and our ultimate
beneficial owners and after making reasonable enquiries, (i) each of the Cornerstone Investors
(other than Tencent (as defined below)) and their ultimate beneficial owners are independent from
our Company, the Single Largest Shareholders Group, our connected persons, their respective
ultimate beneficial owners and their respective associates and they are not our existing
Shareholders, and each of the entities and individuals mentioned in respect of each Cornerstone
Investors under the subsection headed “The Cornerstone Investors” below is an Independent Third
Party; (ii) the Cornerstone Investors and their ultimate beneficial owners are independent from each
other and makes independent investment decisions; (iii) the Cornerstone Investors and their
ultimate beneficial owners are not accustomed to take instructions from our Company or any of our
Directors, chief executive, the Single Largest Shareholders Group, substantial Shareholders or
existing Shareholders or any of its subsidiaries or their respective close associates in relation to the
acquisition, disposal, voting or other disposition of the Shares registered in their name or otherwise
held by them; and (iv) the subscription of Offer Shares pursuant to the Cornerstone Investment
Agreements is not directly or indirectly financed by our Company, the Single Largest Shareholders
Group, or any of our Directors, chief executive of our Company, substantial Shareholders, existing
Shareholders or any of its subsidiaries or their respective close associates.
As confirmed by each of the Cornerstone Investors, its subscription under the Cornerstone
Placing would be financed by its own internal financial resources, financial resources of its
shareholders or the assets managed for its investors (in the case of Cornerstone Investors which are
funds or investment managers) and it has sufficient funds to settle its respective investment under
the Cornerstone Placing. Each of the Cornerstone Investors has confirmed that all necessary
approvals have been obtained with respect to the Cornerstone Placing and that no specific approval
from any stock exchange (if relevant) is required for the relevant Cornerstone Placing. Save as
disclosed below, each of the Cornerstone Investors and its ultimate beneficial owner are not listed
on any stock exchange.
The total number of Offer Shares to be subscribed by the Cornerstone Investors (including
those to be subscribed through QDIIs) 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 Overall Coordinators have the absolute discretion, but not
obliged, to deduct the number of Offer Shares to be subscribed by the Cornerstone Investors on a
pro rata basis in accordance with the terms of the Cornerstone Investment Agreements to satisfy the
public demands under the Hong Kong Public Offering, after taking into account the requirements
under Appendix F1 to the Listing Rules as well as the discretion of the Overall Coordinators (for
themselves and on behalf of the International Underwriters) to exercise the Over-allotment Option.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors will be
disclosed in the allotment results announcement of our Company to be published on or around
June 26, 2026.
CORNERSTONE INVESTORS
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The Cornerstone Investors have agreed to fully pay for the relevant Offer Shares that they
have subscribed before dealings in the Company’s H Shares commence on the Stock Exchange. If
there is over-allocation in the International Offering, the settlement of such over-allocation may be
effected through delayed delivery of the Offer Shares to be subscribed by certain Cornerstone
Investors under the Cornerstone Placing. Where delayed delivery takes place, each Cornerstone
Investor that may be affected by such delayed delivery has agreed that it shall nevertheless pay for
the relevant Offer Shares in full before the Listing. If there is no over-allocation in the International
Offering, delayed delivery will not take place. There will be no deferred settlement of the
investment amount for the Offer Shares to be subscribed by the Cornerstone Investors pursuant to
the Cornerstone Investment Agreements. For details of the Over-allotment Option, please refer to
the paragraph headed “Structure of the Global Offering — Over-allotment Option” in this
Prospectus.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
GIC
GIC is a leading global investment firm established in 1981 to manage Singapore’s foreign
reserves. GIC invests worldwide in equities, fixed income, and real assets. These include
investments in developed and emerging market equities, nominal and inflation-linked bonds, private
equity, real estate, alternatives, and infrastructure. It is headquartered in Singapore, with a global
presence including a talent force of over 2,300 people in 11 key financial cities and investments in
over 40 countries. It seeks to add meaningful value to its investments and be an investor of choice
by leveraging its long-term approach, multi-asset capabilities, and global connectivity.
Loomis Sayles
Loomis, Sayles & Company, L.P . (“ LSLP ”), a limited partnership incorporated in the state of
Delaware, USA, acting as investment manager and agent (not as principal) on behalf of Natixis
International Funds (Lux ) I — Loomis Sayles Global Emerging Markets Equity Fund, and Loomis
Sayles Trust Company, LLC (“ LSTC ” collectively with LSLP , “ Loomis Sayles ”), a New
Hampshire-licensed non-depository trust company established under the laws of the State of New
Hampshire, USA, acting as trustee and agent on behalf of NHIT: Global Emerging Markets Equity
Trust (collectively, the “ Loomis Investors ”), are investment vehicles managed or administered by
Loomis Sayles. LSLP is the 100% owner of LSTC, which serves as trustee for several collective
investment trusts and New Hampshire investment trusts. Loomis Sayles & Company, Incorporated
is the general partner of LSLP with 1% partnership interest therein. Natixis Investment Managers,
LLC is the 100% owner of Loomis Sayles & Company, Incorporated and limited partner of LSLP
with 99% partnership interest therein. Loomis Sayles is a subsidiary of Natixis Investment
Managers, LLC which is an indirect subsidiary of Natixis Investment Managers (“ Natixis IM ”), an
international asset management group based in Paris, France, that is part of the asset and wealth
management division of Groupe BPCE. Natixis IM is wholly-owned by Natixis, a French
investment banking and financial services firm. Natixis is wholly-owned by BPCE, with no ultimate
beneficial owner holding 30% or more of the economic interests therein. Loomis Sayles provides
investment advisory or sub-advisory services to institutional clients through its separate account
management services, including services rendered in connection with certain “wrap programs”. In
addition, it extends these services to a variety of investment funds, which include, but are not
limited to, U.S. and offshore mutual funds, hedge funds, collateralized fixed income pools,
collective investment trusts, New Hampshire investment trusts, and other public or private
investment companies. There is no ultimate beneficial owner holding 30% or more of the economic
interests in the fund and trust managed by the Loomis Investors.
CORNERSTONE INVESTORS
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RTW Funds
RTW Master Fund, Ltd. (“ RTW Master Fund ”, a private investment fund incorporated in the
Cayman Islands), RTW Innovation Master Fund, Ltd. (“ RTW Innovation Fund ”, a private
investment fund incorporated in the Cayman Islands) and RTW Biotech Opportunities Ltd. (as the
sole shareholder of RTW Biotech Opportunities Operating Ltd.) (“ RTW Biotech ”, a publicly listed
investment fund incorporated in Guernsey, together with RTW Master Fund and RTW Innovation
Fund, the “ RTW Funds ”) are collective investment vehicles consisting of hundreds of underlying
investors that are high-net-worth individuals, institutional investors, funds of funds, etc. As of
December 31, 2025, RTW Master Fund, RTW Innovation Fund and RTW Biotech had
approximately US$4.4 billion, US$3.7 billion and US$865 million in assets under management,
respectively. As of December 31, 2025, RTW Master Fund and RTW Innovation Fund had 1,433 and
356 limited partners, respectively, none of whom owned 30% or more partnership interest in the
relevant fund. RTW Biotech is a fund listed on the London Stock Exchange (ticker code: RTW).
RTW Funds are managed by RTW Investments, LP (“ RTW Investments ”), a healthcare and
biotech investment management firm based in New Y ork. The general partner of RTW Investments
is RTW Investments GP , LLC. Mr. Rod Wong, an Independent Third Party, is the sole member of
RTW Investments GP , LLC. RTW Investments is a full life cycle investment firm supporting
scientists and entrepreneurs at any stage where it identifies opportunity, from academic programs
in need of industry sponsorship all the way to mature publicly traded companies.
Symbiosis
SymBiosis II, LLC (“ SymBiosis II ”) is a limited liability company established under the laws
of Delaware, United States. SymBiosis II is an investment fund majority-owned by 801
Investments, LLC, a company wholly owned and controlled by Thomas Layton Walton and none of
the other members holds 30% or more interests in SymBiosis II. SymBiosis II is controlled by its
manager, SymBiosis Capital Partners, LLC, a limited liability company established under the laws
of Delaware, United States, and Registered Investment Advisor registered with the US SEC.
SymBiosis Capital Partners, LLC is controlled by its Managing Partner, Mr. Chidozie Ugwumba,
MBA, CFA, who has 19 years of investment experience across public equity, private equity, private
credit, private infrastructure and venture capital, including 7 years as a biotech specialist.
SymBiosis Capital Partners, LLC, is majority-owned by 801 Investments, LLC, which is in turn
wholly owned and controlled by Thomas Layton Walton. The principal business activity of
SymBiosis Capital Partners, LLC is to invest in public and private biotechnology companies.
SymBiosis II’s investment team has significant scientific, medical, investment and biotech
operational experience across drug discovery, drug development, drug manufacturing, clinical and
regulatory functions. SymBiosis II has extensive experience investing in biotech and healthcare
companies including AdvanCell, Evommune, Metsera, Neurona Therapeutics and Parabilis
Medicines. SymBiosis II’s assets under management are approximately USD350 million.
Tencent
Huang River Investment Limited and Perfect Ten Holding Limited (together, “Tencent”)
Huang River Investment Limited is a limited company incorporated in the British Virgin
Islands and is wholly owned by Tencent Holdings Limited, a company listed on the Stock Exchange
(stock code: 0700.HK (HKD counter) and 80700.HK (RMB Counter)). Tencent Holdings Limited
is principally engaged in the provision of communication, social, digital content, games, marketing,
fintech and business services in the PRC.
Perfect Ten Holding Limited is a company wholly-owned by TPP Fund II, L.P ., the general
partner of which is TPP GP II, Ltd., which is a subsidiary of Tencent Holdings Limited. No limited
partner of TPP Fund II, L.P . holds 30% or more partnership interest.
CORNERSTONE INVESTORS
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Cormorant
Cormorant Global Healthcare Master Fund, LP (“ CGHMF ”) is a privately offered investment
fund organized in the Cayman Islands as an exempted limited partnership. No individual limited
partner holds a 30% or greater partnership interest in CGHMF. The general partner of CGHMF is
Cormorant Global Healthcare GP , LLC (“ Global Healthcare GP ”), a Delaware limited liability
company. Global Healthcare GP serves as the ultimate beneficial owner and controlling entity of
CGHMF and is wholly owned and controlled by Ms. Bihua Chen.
DAMSIMF
Dymon Asia Multi-Strategy Investment Master Fund (“ DAMSIMF ”) is an investment fund
established in the Cayman Islands. The investors in DAMSIMF are Dymon Asia Multi-Strategy
Investment Fund and Dymon Asia Multi-Strategy Investment (US) Fund. DAMSIMF is a
multi-manager, multi-asset class fund which seeks to generate absolute consistent uncorrelated
returns with minimal volatility. Asset classes traded are: FX, Fixed Income/Rates, Equities, Credit
and Commodities. DAMSIMF is managed by Dymon Asia Capital (Singapore) Pte. Ltd. (“ DACS ”).
DACS is a wholly-owned subsidiary of and directly controlled by Dymon Asia Capital Ltd, whose
shareholders Mr. Danny Y ong and Mr. Keith Tan, each holds more than 10% interests therein, with
Mr. Danny Y ong having the controlling stake of Dymon Asia Capital Ltd. DACS is headquartered
in Singapore with an affiliate in Hong Kong that is licensed by the SFC to carry out Type 9 (asset
management) and Type 1 (dealing in securities) regulated activities. Save for an Australian
sovereign wealth fund who holds over 30% interest in DAMSIMF, no other single ultimate
beneficial owner holds 30% or more interest in DAMSIMF.
GF Fund
GF Fund Management Co., Ltd. (“ GF Fund Management ”) and GF International Investment
Management Limited (“ GF Fund HK ”, together with GF Fund Management, “ GF Fund ”) have
respectively entered into cornerstone investment agreements with our Company.
GF Fund Management was established on August 5, 2003. As of December 31, 2025, its assets
under management exceeded RMB2 trillion. It offers a comprehensive range of product offerings,
covering active equity, bonds, money market, overseas investments, passive investments, FOF, and
quantitative hedging, among others, to meet the diversified investment needs of domestic and
international clients. The controlling shareholder of GF Fund Management is GF Securities Co.,
Ltd. (“ GF Securities ”), a company limited by shares listed on the Stock Exchange (stock code:
1776. HK) and the Shenzhen Stock Exchange (stock code: 000776), holding a 54.53% equity
interest in GF Fund Management. Apart from GF Securities, no other shareholder holds 30% or
more of the equity in GF Fund Management.
GF Fund HK is a wholly-owned subsidiary of GF Fund Management. GF Fund HK (central
entity number of its Hong Kong Securities and Futures Commission license: AXL121) was
incorporated in Hong Kong in December 2010. It is licensed by the SFC to carry on Type 1 (dealing
in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities
in Hong Kong. GF Fund HK serves as the global investment and business platform for its parent
company, GF Fund Management. Acting as GF Fund Management’s overseas window company, GF
Fund HK strategically connects the Chinese and overseas markets. Leveraging the investment and
research capabilities of GF Fund Management and its competitive advantages in the overseas
market, GF Fund HK provides comprehensive and high-quality services to its clients.
GF Fund Management and GF Fund HK will subscribe for the Offer Shares as cornerstone
investors in their capacity as the discretionary investment managers of certain funds under their
management. To the best knowledge of GF Fund Management and GF Fund HK, each fund is an
independent third party, and no ultimate beneficial owner holds more than 30% interest.
CORNERSTONE INVESTORS
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China Universal (HK)
China Universal Asset Management (Hong Kong) Company Limited (“ China Universal
(HK) ”), founded in November 2009, is a wholly-owned subsidiary of China Universal Asset
Management Co., Ltd (ʮ̡)( “ CUAM ”), a joint stock company
established in the PRC with limited liability on February 3, 2005 and is principally engaged in the
business of fund and asset management covering areas such as mutual funds, segregated accounts,
international business and pension funds. CUAM is owned as to 35.412% by Orient Securities Co.,
Ltd (ʮ̡), a public company dually listed on the Shanghai Stock Exchange
(stock code: 600958) and the Stock Exchange (stock code: 3958. HK) and is a professional and
integrated financial service provider. No ultimate beneficial owner holds 30% or more of the
interest in CUAM. China Universal (HK) is among the first group of Chinese fund management
company subsidiaries established outside of Mainland China. China Universal (HK) is licensed by
the Hong Kong Securities and Futures Commission to carry on Type 1 (Dealing in Securities), Type
4 (Advising on Securities) and Type 9 (Asset Management) regulated activities under Part V of the
Securities and Futures Ordinance. China Universal (HK) manages investment funds, provides
investment advisory services, and manages discretionary accounts. The subscription of the Offer
Shares as a cornerstone investor will be made by China Universal (HK) in its capacity as the
investment manager on a discretionary basis for and on behalf of the following fund and
discretionary accounts: LC Logistics, Inc, Seraphim Advantage Inc. and China Universal Special
Situation Fund SPC — CUAM Flexible Strategy Fund SP . To the best knowledge and belief of
China Universal (HK), save for Xu Xin and Li Y an, no other single ultimate beneficial owner holds
30% or more interest in LC Logistics, Inc; save for Wang Jun, no other single ultimate beneficial
owner holds 30% or more interest in Seraphim Advantage Inc; no single ultimate beneficial owner
holds 30% or more interest in China Universal Special Situation Fund SPC — CUAM Flexible
Strategy Fund SP .
E Fund
E Fund Management Co., Ltd. (“ E Fund Management ”), is a leading comprehensive asset
management company in the PRC. E Fund Management is a QDII approved by the relevant PRC
authority and targets at companies with competitive edge over its competitors. E Fund Management
is a fund manager managing assets on behalf of its underlying clients. The shareholders of E Fund
Management include (i) Guangdong Finance Trust Co., Ltd. (ʮ̡), which is
ultimately owned by The People’s Government of Guangdong Province (ִ݁ii) GF
Securities, which is listed on the Stock Exchange (stock code: 1776.HK) and the Shenzhen Stock
Exchange (stock code: 000776), and (iii) Infore Group Co., Ltd (ʮ̡), which is
ultimately owned by He Jianfeng ( Оᄏቜ), each holding approximately 22.65% in E Fund
Management and an Independent Third Party. None of the remaining shareholders of E Fund
Management owns 30% or more equity interest therein. The approval of the shareholders of GF
Securities, the Stock Exchange or the Shenzhen Stock Exchange is not required for the subscription
of the Offer Shares pursuant to the Cornerstone Investment Agreement.
E Fund Management (Hong Kong) Co., Ltd. (˙༺༟ପ၍ଣ(ಥ)ʮ̡)( “ E Fund
HK”, together with E Fund Management, “ E Fund ”), a company incorporated in Hong Kong in
August 2008, is a wholly-owned subsidiary of E Fund Management. E Fund HK is licensed for Type
1 (Dealing in Securities), Type 4 (Advising on Securities) and Type 9 (Asset Management)
regulated activities by the SFC. E Fund HK serves as the global investment and business platform
for its parent company, E Fund Management. As E Fund Management’s gateway company overseas,
E Fund HK strategically connects China with the overseas market. E Fund HK leverages the
investment and research capabilities of E Fund Management and its competitive advantage in the
overseas market to provide comprehensive and quality service to its clients.
E Fund Management and E Fund HK will subscribe for the Offer Shares as cornerstone
investors in their capacity as the discretionary investment managers of certain funds under their
respective management, whereby no ultimate beneficial owner holds 30% or more of the interest in
any such fund.
CORNERSTONE INVESTORS
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LVC
Loyal V alley Capital (“ LVC”) is a private equity firm that mainly focuses on the following
segments: tech & consumer, healthcare and advanced manufacturing. LVC is founded and
ultimately controlled by Mr. Lin Lijun (ࠏ“() Mr. Lin ”). LVC will subscribe for the Offer
Shares through Golden V alley Global Limited (“ Golden Valley Global ”), Golden V alley V alue
Select Master Fund (“ Golden Valley Master ”) and Loyal V alley Capital Advantage Fund III LP
(“Loyal Valley Fund III ”), each an investment vehicle of LVC. Golden V alley Global is a business
company established by LVC in 2016. None of the four shareholders of Golden V alley Global holds
30% or more of the equity interest therein. The corporate governance documents of each
shareholder vest its director with full authority to manage, direct, and supervise the business and
affairs of the respective company. Given that Mr. Lin serves as the sole director of each of these
four shareholders , he exercises ultimate control over their decision-making processes. Accordingly,
Golden V alley Global is ultimately controlled by Mr. Lin, notwithstanding that no ultimate
beneficial owner holds 30% or more of the equity interest in Golden V alley Global. Golden V alley
Master is a mutual fund established by LVC in 2022, with Golden V alley V alue Select Fund holding
99.99% equity interest therein. Golden V alley V alue Select Fund is ultimately controlled by Mr. Lin.
Loyal V alley Fund III is a private equity fund established on June 4, 2020 and the general partner
of which is Loyal V alley Capital Advantage Fund III Limited, which is ultimately controlled by Mr.
Lin. None of the limited partners of Loyal V alley Fund III holds 30% or more of its partnership
interest.
The table below sets forth details of the Cornerstone Placing:
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is exercised
Cornerstone Investor
Subscription
Amount 1
Number of Offer
Shares (rounded
down to nearest
whole board lot
of 100 H Shares)
Approximate
% of the Offer
Shares
Approximate
%o ft h e
issued share
capital
Approximate
% of the Offer
Shares
Approximate
%o ft h e
issued share
capital
($U.S.)
Based on the Offer Price of HK$22.60
GIC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,000,000 7,627,200 13.44% 2.24% 11.69% 2.19%
Loomis Sayles
LSLP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,420,410.14 3,266,000 5.75% 0.96% 5.00% 0.94%
LSTC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,079,372.28 1,067,600 1.88% 0.31% 1.64% 0.31%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,500,000 4,333,600 7.64% 1.28% 6.64% 1.24%
RTW Funds
RTW Master Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,163,036.73 1,443,300 2.54% 0.42% 2.21% 0.41%
RTW Innovation Fund /H1118/H1118/H1118/H1118/H1118/H1118/H11183,456,650.19 1,198,400 2.11% 0.35% 1.84% 0.34%
RTW Biotech /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118380,163.30 131,800 0.23% 0.04% 0.20% 0.04%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,000,000 2,773,500 4.89% 0.82% 4.25% 0.80%
Symbiosis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,500,000 2,600,200 4.58% 0.77% 3.98% 0.75%
Tencent
Huang River /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,000,000 1,386,700 2.44% 0.41% 2.12% 0.40%
Perfect Ten /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,000,000 346,700 0.61% 0.10% 0.53% 0.10%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,000,000 1,733,400 3.05% 0.51% 2.66% 0.50%
Cormorant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,000,000 1,733,400 3.05% 0.51% 2.66% 0.50%
DAMSIMF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,000,000 1,733,400 3.05% 0.51% 2.66% 0.50%
GF Fund
GF Fund Management /H1118/H1118/H1118/H1118/H1118/H1118/H11182,500,000 866,700 1.53% 0.26% 1.33% 0.25%
GF Fund HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,500,000 866,700 1.53% 0.26% 1.33% 0.25%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,000,000 1,733,400 3.05% 0.51% 2.66% 0.50%
China Universal (HK) /H1118/H1118/H1118/H1118/H1118/H11184,000,000 1,386,700 2.44% 0.41% 2.12% 0.40%
CORNERSTONE INVESTORS
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Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is exercised
Cornerstone Investor
Subscription
Amount 1
Number of Offer
Shares (rounded
down to nearest
whole board lot
of 100 H Shares)
Approximate
% of the Offer
Shares
Approximate
%o ft h e
issued share
capital
Approximate
% of the Offer
Shares
Approximate
%o ft h e
issued share
capital
($U.S.)
E Fund
E Fund Management /H1118/H1118/H1118/H1118/H1118/H1118/H11183,200,000 277,300 0.49% 0.08% 0.42% 0.08%
E Fund HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118800,000 1,109,400 1.95% 0.33% 1.70% 0.32%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,000,000 1,386,700 2.44% 0.41% 2.12% 0.40%
LVC
Golden V alley Master /H1118/H1118/H1118/H1118/H1118/H1118/H11181,166,732.61 404,500 0.71% 0.12% 0.62% 0.12%
Golden V alley Global /H1118/H1118/H1118/H1118/H1118/H1118/H11181,166,444.17 404,400 0.71% 0.12% 0.62% 0.12%
Loyal V alley Fund III /H1118/H1118/H1118/H1118/H1118/H1118/H11181,166,732.61 404,500 0.71% 0.12% 0.62% 0.12%
Subtotal: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,500,000 1,213,400 2.14% 0.36% 1.86% 0.35%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,500,000 28,254,900 49.78% 8.31% 43.29% 8.11%
Notes:
1. The investment amount is exclusive of brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange
trading fee, and is calculated based on the exchange rate set out in the section headed “Information about this
Prospectus and the Global Offering — Exchange Rate Conversion”.
2. Assuming no other changes are made to the issued share capital of our Company between the Latest Practicable Date
and the Listing.
CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares (including those
to be subscribed through QDIIs) under the respective Cornerstone Investment Agreement is subject
to, among other things, the following closing conditions:
(a) the Underwriting Agreements for the Hong Kong Public Offering and the International
Offering being entered into and having become effective and unconditional (in
accordance with their respective original terms or as subsequently waived or varied by
agreement of the parties thereto) by no later than the time and date as specified in the
Underwriting Agreements, and neither of the Underwriting Agreements having been
terminated;
(b) the Offer Price having been agreed upon between the Company and the Overall
Coordinators (for themselves and on behalf of the Underwriters of the Global Offering);
(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 Investor Shares (as defined
under the respective Cornerstone Investment Agreement) as well as other applicable
waivers and approvals), and such approval, permission or waiver having not been
revoked prior to the commencement of dealings in the H Shares on the Stock Exchange;
(d) in respect of certain Cornerstone Investment Agreements, the CSRC having accepted the
CSRC Filing (as defined under the respective Cornerstone Investment Agreement) and
published the filing results in respect of the CSRC Filing on its website, and such notice
of acceptance and/or filing results published not having otherwise been rejected,
withdrawn, revoked or invalidated prior to the commencement of dealings in the H
Shares on the Stock Exchange;
CORNERSTONE INVESTORS
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(e) no laws shall have been enacted or promulgated by any governmental authority which
prohibits the consummation of the transactions contemplated in the Global Offering or
in the respective Cornerstone Investment Agreements and there shall be no orders or
injunctions from a court of competent jurisdiction in effect precluding or prohibiting
consummation of such transactions;
(f) the respective representations, warranties, undertakings and confirmations of relevant
Cornerstone Investor under the respective Cornerstone Investment Agreement are (as of
the date of the respective Cornerstone Investment Agreement) and will be (as of the
Listing Date or the Delayed Delivery Date (as the case may be)) accurate, complete and
true in all respects and not misleading or deceptive and that there is no material breach
of the respective Cornerstone Investment Agreement on the part of the relevant
Cornerstone Investor;
(g) in respect of certain Cornerstone Investment Agreement(s), the respective
acknowledgements, representations, warranties, undertakings and confirmations of the
Company under the relevant Cornerstone Investment Agreement(s) are (as of the date of
the relevant Cornerstone Investment Agreement) and will be (as of the Listing Date or
the Delayed Delivery Date (as the case may be)) accurate, complete and true in all
respects and not misleading or deceptive and that there is no breach or no material
breach (as the case may be) of the relevant Cornerstone Investment Agreement(s) on the
part of the Company.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly,
at any time during the period of six months from (and inclusive of) the Listing Date (the “ Lock-up
Period ”), dispose of, in any way, any of the Offer Shares or any interest in any company or entity
holding such Offer Shares that they have purchased pursuant to the relevant Cornerstone Investment
Agreement, save for certain limited circumstances, such as transfers to any of its wholly-owned
subsidiaries, entities under the same management or control (as the case maybe) who will be bound
by the same obligations of such Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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You should read the following discussion and analysis with our consolidated financial
information, including the notes thereto, included in the Accountants’ Report in Appendix I to
this Prospectus. Our consolidated financial information has been prepared in accordance
with International Financial Reporting Standards, which may differ in material aspects from
generally accepted accounting principles in other jurisdictions. You should read the entire
Accountants’ Report and not merely rely on the information contained in this section.
The following discussion and analysis contain forward-looking statements that reflect
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 the sections headed “Risk Factors” and “Business” in this
Prospectus.
For the purpose of this section, unless the context otherwise requires, references to the
years of 2024 and 2025 refer to our financial year ended December 31 of such year . Unless
the context otherwise requires, financial information described in this section is described on
a consolidated basis. Discrepancies between totals and sums of amounts listed in this section
in any table or elsewhere in this Prospectus may be due to rounding.
OVERVIEW
Founded in 2018, we are a biopharmaceutical company with the broadest drug candidates in
terms of renal indication coverage globally, according to CIC. Starting from hyperphosphatemia and
now encompassing a wide spectrum of renal diseases, we offer renal therapeutics to elevate the
current standard of care and address unmet medical needs of patients suffering from severe renal
diseases.
BASIS OF PREPARATION
The historical financial information and interim financial information have been prepared in
accordance with IFRS Accounting Standards, which comprise all standards and interpretations
approved by the International Accounting Standards Board (“ IASB ”). All IFRS Accounting
Standards effective for the accounting period commencing from January 1, 2025, together with the
relevant transitional provisions, have been early adopted by us in the preparation of the historical
financial information throughout the Track Record Period. The historical financial information has
been prepared under the historical cost convention, except for certain financial instruments which
have been measured at fair value. For details, see Note 2.1 to the Accountants’ Report set out in
Appendix I to this Prospectus.
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations and financial conditions have been, and are expected to continue to
be, principally affected by a number of factors, many of which may be beyond our control. A
discussion of the key factors is set out below.
FINANCIAL INFORMATION
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Our Ability to Successfully Develop and Commercialize Approved Product and Product
Candidates
Our business prospects and results of operations depend on our ability to successfully develop,
as well as our receipt of regulatory approval for and successful commercialization of, multiple
product candidates. During the Track Record Period, the sales of Mircera
® served as an important
source of our revenue. However, our ability to generate revenue from our product candidates,
especially those that are not approved for commercial sales, to cover research and development and
other expenses will depend on multiple factors, including but not limited to our ability to obtain
regulatory approvals, secure adequate manufacturing capacity, manage a sufficient and capable
sales team, collaborate with competent third-party partners, as well as making our products
accessible to, affordable for and accepted by patients.
Our Cost Structure
Our results of operations are significantly affected by our cost structure, of which the costs
of sales for Mircera
®, in-license payments for certain product candidates and our research and
development expenses are major components. We also expect our research and development
expenses to continue to be a major component in our cost structure. We expect our cost of sales and
selling expenses to increase as we start to scale up our commercialized program and our
administrative expenses to increase as we build a support team to help us navigate challenges in the
research and development, CMC and commercialization activities with respect to our product
candidates.
Our Ability to Attract and Maintain Strategic Partnerships
Our results of operations have been and may continue to be affected by our strategic
collaboration and licensing arrangements with business partners. For instance, in October 2023, we
entered into a supply and marketing agreement with Roche. In December 2023, we exercised the
option and obtained the global development and commercialization rights for AP306. In December
2025, we have entered into a collaboration agreement with regard to the development,
manufacturing and commercialization of AP306. For details on the background of such agreements,
see “Business — Major Collaboration Arrangements”. These agreements and collaborations will not
only help us maximize the clinical and commercial value of our portfolio, but also drive our
long-term growth. Building on the success of our existing collaborations, we are actively exploring
new partnership opportunities for our pipeline candidates around the globe. The success of these
collaborations and agreements, together with the associated payments, royalties and other fees in
relation to our existing and potential future collaborations, will impact our results of operations.
Funding for Our Operations
During the Track Record Period, we funded our operations primarily through equity financing,
bank borrowings as well as our sales of commercialized product. Going forward, in the event of the
further successful commercialization of our product candidates in addition to our current
commercialized product, we expect to primarily fund our operations with revenue generated from
sales of the commercialized product and product candidates. However, with the continuing
expansion of our business, we may require further funding through public or private offerings, debt
financing, collaboration and licensing arrangements or other sources. Any fluctuation in the funding
for our operations will impact our cash flow and our results of operations.
Potential Competition in A Growing Market
Ongoing development of new therapies may bring more effective and safer treatments for
kidney diseases. We may still face potential competition from global and China-based
pharmaceutical and biotechnology companies, in particular companies which are expected to
market products that may compete directly or indirectly with our product candidates. Our
commercial opportunities may be adversely impacted if our competitors develop and commercialize
drugs that have potential competitiveness.
FINANCIAL INFORMATION
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MATERIAL ACCOUNTING POLICY INFORMATION AND SIGNIFICANT ACCOUNTING
JUDGEMENTS AND ESTIMATES
Some of our accounting policies involve subjective assumptions and estimates, as well as
complex judgments relating to accounting items. Estimates and judgments are continually
re-evaluated and are based on historical experience and other factors, including industry practices
and expectations of future events that we believe to be reasonable under the circumstances. Our
material accounting policy information, which is important for an understanding of our financial
conditions and results of operations, are set forth in detail in note 2.3 to the Accountants’ Report
set out in Appendix I to this Prospectus.
SUMMARY OF CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
The table below sets forth our consolidated statements of profit or loss and other
comprehensive income for the years indicated derived from the Accountants’ Report included in
Appendix I to this Prospectus:
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
REVENUE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,525 30,556
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,140) (17,110)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,385 13,446
Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,534 7,335
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,171) (36,337)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62,113) (251,295)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(235,367) (372,574)
Other (losses)/gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22) 974
Share of the profit or loss of an associate and a joint
venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 (2,821)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(29,378) (110,547)
LOSS BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(335,130) (751,819)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
LOSS FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(335,130) (751,819)
OTHER COMPREHENSIVE (LOSS)/INCOME
Other comprehensive (loss)/income that may be
reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreign operations /H1118 20,428 (2,286)
OTHER COMPREHENSIVE (LOSS)/INCOME FOR THE
YEAR, NET OF TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,428 (2,286)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR /H1118/H1118 (314,702) (754,105)
Loss attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(326,026) (750,038)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,104) (1,781)
(335,130) (751,819)
Total comprehensive loss attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(305,598) (752,324)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,104) (1,781)
(314,702) (754,105)
LOSS PER SHARE ATTRIBUTABLE TO ORDINARY
EQUITY HOLDERS OF THE PARENT
Basic and diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1.20) (3.07)
FINANCIAL INFORMATION
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Non-IFRS Measure
To supplement our consolidated statements of profit or loss and other comprehensive income
which are presented in accordance with IFRS, we also use adjusted net loss (non-IFRS measure),
which is not required by, or presented in accordance with, IFRS. We believe that the presentation
of the non-IFRS measure when shown in conjunction with the corresponding IFRS measures
provides useful information to management and investors in facilitating a comparison of our
operating performance from year to year.
We define adjusted net loss (non-IFRS measure) as loss for the year adjusted by adding back
(i) interest on redemption liabilities on ordinary shares, (ii) share-based payment and (iii) listing
expense. Interest on redemption liabilities on ordinary shares represents the interest accrued on the
obligation to repurchase certain of our Shares held by certain Pre-IPO shareholders, which were
terminated in September 2025 and such redemption liabilities were credited to other reserve.
Share-based payment represents expenses arising from granting share incentives to senior
management and selected employees, which is non-cash in nature. Listing expense was incurred in
relation to the Global Offering. The use of the non-IFRS measure has limitations as an analytical
tool, and you should not consider it in isolation from, or as a substitute for, or superior to, analysis
of our results of operations or financial conditions as reported under IFRS. In addition, the
non-IFRS measure may be defined differently from similar terms used by other companies and
therefore may not be comparable to similar measures presented by other companies.
The following table reconciles our non-IFRS measure for the years presented with the nearest
measures prepared in accordance with IFRS Accounting Standards.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(335,130) (751,819)
Add back:
Interest on redemption liabilities on ordinary shares /H1118/H1118/H1118/H1118/H111827,720 90,781
Share-based payment compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,900 260,761
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 19,735
Adjusted net loss (non-IFRS measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(285,510) (380,542)
DESCRIPTION OF SELECTED COMPONENTS OF CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Revenue
In 2024 and 2025, we recorded revenue in the amount of RMB6.5 million and RMB30.6
million, respectively. Our revenue during the Track Record Period was derived from our sales of
Mircera
®. We have achieved a steady increase in the revenue from the sales of Mircera ®.
Cost of Sales
During the Track Record Period, our cost of sales consisted of (i) the procurement costs of
Mircera ® and (ii) the amortization of intangible assets in relation to Mircera ®. The following table
sets forth a breakdown of our cost of sales, in an absolute amount and as a percentage of our total
cost of sales, for the years indicated.
For the Y ear Ended December 31,
2024 2025
RMB % RMB %
(RMB in thousands, except for percentages)
Procurement cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,541 85.5 16,079 94.0
Amortization of intangible assets in
relation to our in-licensed
commercialized product /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118599 14.5 1,031 6.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,140 100.0 17,110 100.0
FINANCIAL INFORMATION
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Gross Profit and Gross Profit Margin
Our gross profit represents our revenue less our cost of sales. In 2024 and 2025, our gross
profit was RMB2.4 million, and RMB13.4 million, respectively.
In 2024 and 2025, our gross profit margins were 36.6% and 44.0%, respectively. The increase
in gross profit margin during the Track Record Period was primarily attributable to lower per unit
amortization of intangible assets in relation to our in-licensed commercialized product as we
recorded increasing sales.
Other Income
During the Track Record Period, our other income primarily consisted of (i) bank interest
income from deposits; (ii) government grants, including, among others, employment subsidies, rent
subsidies and special project grants; (iii) consulting income, which mainly represented revenue
from our technical consulting and research and development services for other biotechnology
companies and (iv) others, which mainly consisted of the refunds of income tax handling fees. The
following table sets forth a breakdown of our other income, in an absolute amount and as a
percentage of our total other income, for the years indicated.
For the Y ear Ended December 31,
2024 2025
RMB % RMB %
(RMB in thousands, except for percentages)
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118570 12.6 1,432 19.5
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,365 74.2 5,499 75.0
Consulting income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 1.0 – –
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118555 12.2 404 5.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,534 100.0 7,335 100.0
Selling Expenses
During the Track Record Period, our selling expenses were consisted of (i) employee
compensation, including wages for salespersons, payment of social insurance and housing provident
funds, employee welfare and share-based payments; (ii) academic promotional fees, which covered
sales and marketing activities to raise academic and professional awareness of our commercialized
product and (iii) other expenses. The following table sets forth a breakdown of our selling expenses,
in an absolute amount and as a percentage of our total selling expenses, for the years indicated.
For the Y ear Ended December 31,
2024 2025
RMB % RMB %
(RMB in thousands, except for percentages)
Employee compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,524 69.4 24,940 68.7
Academic promotional fees /H1118/H1118/H1118/H1118/H1118/H11184,301 28.3 10,916 30.0
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118347 2.3 481 1.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,171 100.0 36,337 100.0
FINANCIAL INFORMATION
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Administrative Expenses
During the Track Record Period, our administrative expenses consisted of (i) employee
compensation, including wages for administrative personnel, payment of social insurance and
housing provident funds, employee welfare and share-based payments, (ii) professional service
fees, which mainly included consulting fees, attorney’s fees, fees paid to third parties for security
services and listing expenses, (iii) depreciation and amortization expenses, (iv) utilities and office
expenses, (v) taxes and surcharges and (vi) others. The following table sets forth a breakdown of
our administrative expenses, in an absolute amount and as a percentage of our total administrative
expenses, for the years indicated.
For the Y ear Ended December 31,
2024 2025
RMB % RMB %
(RMB in thousands, except for percentages)
Employee compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,353 73.0 202,986 80.8
Professional service fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,046 11.3 29,454 11.7
Depreciation and amortization
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,046 3.3 4,114 1.6
Utilities and office expenses /H1118/H1118/H1118/H1118/H1118/H11181,583 2.5 5,270 2.1
Taxes and surcharges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,195 3.5 3,467 1.4
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,890 6.4 6,004 2.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,113 100.0 251,295 100.0
Research and Development Expenses
During the Track Record Period, our research and development expenses consisted of (i)
outsourced research and development costs, which mainly consisted of fees paid to commission
third-party suppliers to conduct relevant research and development and CMC activities, (ii)
employee compensation, including wages for research and development personnel, payment of
social insurance and housing provident funds, employee welfare and share-based payments, (iii)
depreciation and amortization expenses and (iv) others, which primarily encompassed professional
service fees paid to external advisers and attorneys, and office expenses. The following table sets
forth a breakdown of our research and development expenses, in an absolute amount and as a
percentage of our total research and development expenses, for the years indicated.
For the Y ear Ended December 31,
2024 2025
RMB % RMB %
(RMB in thousands, except for percentages)
Outsourced research and
development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,898 59.4 159,648 42.9
Employee compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,032 29.3 153,668 41.2
Depreciation and amortization
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,446 4.0 36,835 9.9
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,991 7.3 22,423 6.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118235,367 100.0 372,574 100.0
FINANCIAL INFORMATION
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The following table sets forth a breakdown of our research and development expenses by
product, in an absolute amount and as a percentage of our total research and development expenses,
for the years indicated.
For the Y ear Ended December 31,
2024 2025
RMB % RMB %
(RMB in thousands, except for percentages)
Core Product /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,800 59.4 205,600 55.2
Other product candidates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,567 40.6 166,974 44.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118235,367 100 372,574 100.0
Share of Profit or Loss of an Associate and a Joint Venture
In December 2025, we entered into the R1 Agreement with R1 Therapeutics, Inc. with regard
to the development, manufacturing and commercialization of AP306. Pursuant to R1 Agreement, R1
Therapeutics has become our associate. We thus recorded our share of loss passed through from R1
Therapeutics of RMB2.8 million in 2025. For details, see “Business — Major Collaboration
Arrangements — Collaboration Arrangement with R1 Therapeutics.”
Finance Costs
During the Track Record Period, our finance costs consisted of (i) interest on redemption
liabilities on ordinary shares, which represented the interest accrued on the obligation to repurchase
certain of our Shares held by certain Pre-IPO shareholders, (ii) interest on bank borrowings, mainly
including interests on loans relating to our construction projects in Y angzhou, which were offset by
interest capitalized related to construction projects in Y angzhou, and (iii) interest on lease liabilities
with regard to, among others, the lease of research laboratories and our offices. The following table
sets forth a breakdown of our finance costs, in an absolute amount and as a percentage of our total
finance costs, for the years indicated.
For the Y ear Ended December 31,
2024 2025
RMB % RMB %
(RMB in thousands, except for percentages)
Interest on redemption liabilities on
ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,720 94.4 90,781 82.1
Interest on bank borrowings /H1118/H1118/H1118/H1118/H1118/H111813,569 46.2 19,523 17.7
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118387 1.3 243 0.2
Total interest expense on financial
liabilities not at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,676 141.9 110,547 100.0
Less: interest capitalized /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,298) (41.9) – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,378 100.0 110,547 100.0
Taxation
We are subject to income tax on an entity basis on profits arising in or derived from the
jurisdictions in which our members are domiciled and operate.
FINANCIAL INFORMATION
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--- page 262 ---
Hong Kong
Our subsidiary in Hong Kong is subject to Hong Kong profits tax at a rate of 16.5%. No Hong
Kong profits tax was provided for as we did not generate any assessable profits arising in Hong
Kong during the Track Record Period.
Chinese Mainland
The provision for PRC corporate income tax is based on the statutory rate of 25% of the
assessable profits of certain PRC subsidiaries of ours as determined in accordance with the PRC
Corporate Income Tax Law which was approved and became effective on January 1, 2008, except
for certain of our subsidiaries in Chinese Mainland which are granted tax concession and are taxed
at preferential tax rates.
Pursuant to Caishui [2023] No. 12 “Circular of the Ministry of Finance, the State
Administration of Taxation Issued on the Tax Policies for Further Support the Development of
Small Low-profit Enterprises and Self-employed Businesses” (ʃ
ʮѓ), certain affiliates, whose annual taxable income is
less than RMB1.0 million will be included in the actual taxable income at 25%, based on which the
enterprise income tax payable will be calculated at the reduced tax rate of 20%. This policy has
taken effect on January 1, 2023 and will expire on December 31, 2027.
Other Regions
We have subsidiaries located in the United States and Australia. For details relating to their
taxation-related information, see Note 10 to the Accountants’ Report set out in Appendix I to this
Prospectus.
YEAR-TO-YEAR COMPARISON OF RESULTS OF OPERATIONS
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2025
Revenue
Our revenue increased from RMB6.5 million in 2024 to RMB30.6 million in 2025, primarily
attributable to the increased sales of Mircera
®, supported by greater product awareness, broader
hospital coverage, and the increased usage of our commercialized product by patient population.
Cost of sales
Our cost of sales increased from RMB4.1 million in 2024 to RMB17.1 million in 2025 in line
with the increase of our sales revenue from Mircera ®.
Gross profit and gross profit margin
Our gross profit increased from RMB2.4 million in 2024 to RMB13.4 million in 2025 in line
with our revenue increase.
Our gross profit margin increased from 36.6% in 2024 to 44.0% in 2025, as a result of the
increased gross profit margin for the sales of Mircera ®, mainly attributable to lower per unit
amortization of intangible assets in relation to our in-licensed commercialized product, as the
amortization was spread over a larger volume of Mircera
® sold.
Other income
Our other income increased by RMB2.8 million from RMB4.5 million in 2024 to RMB7.3
million in 2025. The increase was primarily attributable to the increase of government grants, which
were released from the deferred income account to increase other income over the expected useful
life of the relevant assets as they were put into use in 2025.
FINANCIAL INFORMATION
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Selling expenses
Our selling expenses increased by RMB21.1 million, from RMB15.2 million in 2024 to
RMB36.3 million in 2025. The increase was primarily attributable to the expansion of our sales
team with the commercialization of Mircera
®, which in turn raised employee compensation and
increased academic promotional fees in connection with the sales of our commercialized product.
Administrative expenses
Our administrative expenses increased by RMB189.2 million, from RMB62.1 million in 2024
to RMB251.3 million in 2025. The increase was primarily attributable to the increase in share-based
payments to our administrative personnel and professional service fees, which mainly included
issue costs and external consulting fees.
Research and development expenses
Our research and development expenses increased by 58.3%, or RMB137.2 million, from
RMB235.4 million in 2024 to RMB372.6 million in 2025. The increase was primarily attributable
to (i) an increase in outsourced research and development costs as we completed the Phase III trial
of our AP301 in China and started to enroll patients for our global multi-regional clinical trials for
AP301, (ii) the increase of share-based payments to our research and development personnel and
(iii) increased CMC expenses for AP306 and AP308.
Finance costs
Our finance costs increased by RMB81.1 million, from RMB29.4 million in 2024 to
RMB110.5 million in 2025. The significant increase was primarily attributable to an increase in the
interest on redemption liabilities on ordinary shares resulting from the increased accrued interests
on the share repurchase obligation in relation to the 2024 Reorganization and Series C shares issued
in December 2024.
Loss for the year
For the reasons described above, our loss increased by RMB416.7 million, from RMB335.1
million in 2024 to RMB751.8 million in 2025.
DISCUSSION OF SELECTED ITEMS FROM OUR CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
The table below sets forth selected information from our consolidated statements of financial
position as of the dates indicated, which has been extracted from the Accountants’ Report included
in Appendix I to this Prospectus:
As of December 31,
2024 2025
(RMB in thousands)
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,364 781,216
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,776 558,716
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,943,977 239,829
Net current (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,555,201) 318,887
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118506,356 596,860
Total (deficits)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,341,193) 503,243
Pursuant to the supplemental shareholders’ agreement dated on September 26, 2025, the
general redemption rights granted to the Pre-IPO investors were irrevocably terminated in
September 2025, and the redemption liabilities on ordinary shares were terminated and credited to
other reserve, resulting in the net liabilities position turning into a net assets position.
FINANCIAL INFORMATION
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Current Assets and Current Liabilities
The following table sets forth our current assets and current liabilities as of the dates
indicated:
As of December 31, As of April 30,
2024 2025 2026
(unaudited)
(RMB in thousands)
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,118 10,268 12,511
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118865 – 811
Prepayments, other receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,678 17,283 6,603
Amounts due from related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,054 5 –
Financial assets at fair value through profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 145,460 50,000
Time deposits with original maturity over three
months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,291 27,375 39,764
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118343,770 358,325 310,987
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,776 558,716 420,676
CURRENT LIABILITIES
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118199,657 168,937 107,039
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,000 – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,690 3,691 3,356
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 67,201 –
Redemption liabilities on ordinary shares /H1118/H1118/H1118/H1118/H11181,712,630 – –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,943,977 239,829 110,395
NET CURRENT (LIABILITIES)/ASSETS /H1118/H1118/H1118(1,555,201) 318,887 310,281
Our net current assets of RMB318.9 million as of December 31, 2025 decreased to net current
assets of RMB310.3 million as of April 30, 2026. The change was primarily due to the decrease in
total current assets that outweighed the decrease in total current liabilities. The decrease in total
current assets was primarily attributable to expenses incurred by our research and development as
well as operating activities and the maturity of our structured deposit products. The decrease in total
current liabilities was primarily due to (i) the decrease in contract liabilities, as we fulfilled the
contract obligations under our contract with R1 Therapeutics and recognized contract liabilities as
revenue; and (ii) the decrease of trade and other payables, as we made relevant payments on
schedule.
Our net current liabilities RMB1,555.2 million as of December 31, 2024 changed to net
current assets of RMB318.9 million as of December 31, 2025. The increase was primarily
attributable to the decrease in total current liabilities as well as the increase in total current assets.
The increase in total current assets was primarily attributable to the receipt of funds from Series C
Investment and the Cross-over Investment. The decrease in total current liabilities was primarily
attributable to the decrease in redemption liabilities on ordinary shares because the redemption
feature was terminated in September 2025.
FINANCIAL INFORMATION
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Property, Plant and Equipment
The following table sets forth a breakdown of the net carrying amount of our property, plant
and equipment as of the dates indicated.
As of December 31,
2024 2025
(RMB in thousands)
Buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118377,694 378,657
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118222,340 208,749
Office equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,888 3,892
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,241 2,319
Leasehold improvements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,514 3,063
Electronic devices /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118411 298
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118610,088 596,978
Our property, plant and equipment decreased from RMB610.1 million as of December 31,
2024 to RMB597.0 million as of December 31, 2025, primarily attributable to the depreciation of
our property, plant and equipments.
As of December 31, 2025, our property, plant and equipment with a net carrying amount of
RMB503.7 million were pledged to secure certain banking loans granted to us.
Investments in an Associate
In December 2025, we entered into the R1 Agreement with R1 Therapeutics with regard to the
development, manufacturing and commercialization of AP306. Pursuant to R1 Agreement, R1
Therapeutics has become our associate. As a result, we recorded investments in an associate in an
amount of RMB63.4 million as of December 31, 2025. For details, see “Business — Major
Collaboration Arrangements — Collaboration Arrangement with R1 Therapeutics.”
Prepayments, Other Receivables and Other Assets
Our prepayments, other receivables and other assets primarily consist of (i) prepayment for
equipment and research services, (ii) rental deposits for our offices, (iii) value-added tax
recoverable, which can be deductible against future V A T tax payables, incurred with the
procurement of our assets and research and development services, (iv) other deposits, which
represent guaranteed payments for our construction projects, (v) other receivables, and (vi) deferred
issue cost. The following table sets forth the components of our prepayments, other receivables and
other assets as of the dates indicated.
As of December 31,
2024 2025
(RMB in thousands)
Non-current:
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,278 91,305
Prepayment for equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,323 –
Rental deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,480 1,291
Other deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118600 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,681 92,596
Current:
Prepayment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,370 9,748
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104 843
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118204 671
Deferred issue cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,021
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,678 17,283
FINANCIAL INFORMATION
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The non-current portion of our prepayments, other receivables and other assets increased from
RMB78.7 million as of December 31, 2024 to RMB92.6 million as of December 31, 2025, which
was mainly attributable to the increase in value-added tax recoverable resulting from the increased
procurement of equipment and services.
The current portion of our prepayments, other receivables and other assets increased from
RMB2.7 million as of December 31, 2024 and to RMB17.3 million as of December 31, 2025, due
to increased prepayments to our MRCT clinical suppliers and deferred issue cost.
Inventories
During the Track Record Period, our inventories consisted entirely of Mircera
®. Our
inventories were RMB6.1 million and RMB10.3 million as of December 31, 2024 and 2025,
respectively, which was in line with our procurement cycle, which is approximately 6 months. As
of December 31, 2024, all of our inventories were aged between 181 days to 1 year. As of December
31, 2025, all of our inventories were aged within 180 days.
In 2024 and 2025, our inventory turnover days were 270 and 175 days, respectively. Our
inventory turnover day in 2024 was higher because we started the sales of Mircera
® in June 2024
while using the entire year for the number of days in the turnover day calculation, rendering the two
not directly comparable.
As of April 30, 2026, RMB8.8 million, or 85.8% of our inventories outstanding as of
December 31, 2025 had been subsequently sold or utilized.
Trade Receivables
As of December 31, 2024 and 2025, we incurred trade receivables of RMB0.9 million and nil,
respectively. Our trade receivables were related to the sales of Mircera
®, with a credit term of 30
days. All trade receivables are aged within 90 days.
In 2024 and 2025, our trade receivables turnover days were 24 days and 5 days, respectively.
Amounts Due from Related Parties
As of December 31, 2024 and 2025, we had amounts due from related parties of RMB13.1
million and RMB5 thousand, respectively. The amounts due from related parties decreased from
RMB13.1 million as of December 31, 2024 to RMB5 thousand as of December 31, 2025, mainly
due to a loan extended to a related party, which was non-trade in nature and had already been
settled.
Financial Assets at Fair Value through Profit or Loss
As of December 31, 2024 and 2025, we had financial assets at fair value through profit or loss
of nil and RMB145.5 million respectively. Our financial assets at fair value through profit or loss
balance as of December 31, 2025 mainly represented structured deposit products, which were issued
by banks in Chinese Mainland.
With regard to our financial investments, we have formulated a financially prudent investment
policy which aims to generate steady returns while ensuring safety. We have implemented the
following treasury policies and internal authorization controls: (i) we follow the principle of
prudent investment and select lower-risk short-term investment products from reputable financial
institutions; (ii) our Board is responsible for authorizing material investments the amount of which
exceed certain percentage of our total assets or certain numerical thresholds; (iii) our management
is responsible for making other investment decisions and supervising the investments carried out
primarily by our finance department; (iv) our finance department is responsible for carrying out the
FINANCIAL INFORMATION
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investment, including promptly analyzing and tracking progress and taking timely measures when
risk factors are discovered; and (v) our risk control system implements oversight over the
investment; our independent directors and the audit committee also have the right to supervise and
inspect the use of our funds.
To the extent that we will have surplus cash that is not required for our short-term working
capital purposes, we will continue to consider investing in wealth management products taking into
account the considerations above as appropriate to be in our best interest. Our investments in wealth
management products after the Listing will be subject to compliance with Chapter 14 of the Listing
Rules.
Cash and Cash Equivalents and Time Deposits with Original Maturity over Three Months
As of December 31, 2024 and 2025, we had cash and cash equivalents of RMB343.8 million
and RMB358.3 million, respectively. The increase in cash and cash equivalents from RMB343.8
million as of December 31, 2024 to RMB358.3 million as of December 31, 2025 was primarily
attributable to funds from Series C Investment and the Cross-over Investment, partially offset by the
use of cash to support our operations. As of December 31, 2024 and 2025, we had time deposits with
original maturity over three months of RMB22.3 million and RMB27.4 million, respectively. The
increase in time deposits was made in accordance with our internal treasury and investment policy
for cash management purposes. For an analysis on cash flows during the Track Record Period, see
“— Liquidity and Capital Resources.”
Trade and Other Payables
The following table sets forth a breakdown of our trade and other payables.
As of December 31,
2024 2025
(RMB in thousands)
Current:
Payables for property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,384 49,619
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,880 67,767
Payroll payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,935 18,119
Tax payables other than profit tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,494 3,205
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,964 9,910
Accrued listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20,317
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118199,657 168,937
Non-current:
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,595 1,936
The current portion of our trade and other payables decreased from RMB199.7 million as of
December 31, 2024 to RMB168.9 million as of December 31, 2025, primarily due to (i) our
payment for property, plant and equipment for the construction of our Y angzhou factory and (ii) the
decrease in other payables, as a result of settlement of other payables to investors as transitory
amounts of short-term loans advanced to us by our existing shareholders were incurred in 2024 to
facilitate the 2024 Reorganization. For details, see “History, Development and Corporate Structure
— Corporate Development and Major Shareholding Changes — (1) Establishment and historical
corporate reorganizations — The Company” in the Prospectus; partially offset by an increase in
trade payables, as we received CMC services from certain suppliers but have not paid them because
the contractually stipulated settlement dates had not yet been reached. The non-current portion of
our trade and other payables represents quality assurance deposits incurred for the construction of
our Y angzhou factory, the majority of which had been reclassified as current portion of the other
payables.
FINANCIAL INFORMATION
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Our trade payables are non-interest-bearing and are normally settled on 30-to-60-day terms.
All trade payables are aged within 1 year.
In 2024 and 2025, Our trade payable turnover days were 61 and 97 days, respectively. We
calculate the trade payable turnover days using the average of the opening and ending trade
payables balance for the year, divided by the sum of procurement cost and outsourced research and
development expenses, multiplied by the number of days for the relevant year. The higher trade
payable turnover day in 2025 was primarily attributable to the higher ending trade payables balance,
as certain CMC service suppliers have completed their services but are yet to reach the contractually
stipulated settlement dates.
As of April 30, 2026, RMB31.1 million, or 45.8% of our trade payables as of December 31,
2025 had been subsequently settled.
Interest-bearing Bank Borrowings
During the Track Record Period, our interest-bearing bank borrowings primarily consisted of
secured and unsecured bank loans. The current portion of the bank borrowings were incurred to
meet our working capital needs, and the non-current portion of the bank borrowings were incurred
to support the construction of our Y angzhou factory. The following table sets forth a breakdown of
our interest-bearing bank borrowings as of the dates indicated.
As of December 31,
2024 2025
(RMB in thousands)
Bank loans:
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,000 –
1 to 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400,000 545,326
Beyond 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,300 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118473,300 545,326
Lease Liabilities
As of December 31, 2024 and 2025, our lease liabilities were RMB5.8 million and RMB4.1
million, respectively, primarily attributable to our making of lease payments and the expiration and
renewal of lease terms. As of December 31, 2024 and 2025, our leasehold land located in Y angzhou
with a net carrying amount of RMB12.3 million and RMB11.9 million were pledged to secure
certain banking loans granted to us.
Redemption Liabilities on Ordinary Shares
Our redemption liabilities on ordinary shares represent the redemption liabilities we bore in
relation to the ordinary shares we issued during the various rounds of pre-IPO investments. See
“History, Development and Corporate Structure — Pre-IPO Investments — Special Rights of the
Pre-IPO Investors” for more details. Our redemption liabilities on ordinary shares decreased from
RMB1,712.6 million as of December 31, 2024 to nil as of December 31, 2025, primarily due to the
irrevocable termination of the general redemption rights granted to the shareholders and the
redemption liabilities on ordinary shares were credited to other reserve.
Deferred Income
As of December 31, 2024 and 2025, our deferred income was RMB40.3 million and RMB49.2
million, respectively. The changes in our deferred income were primarily attributable to the receipt
of government grants.
FINANCIAL INFORMATION
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LIQUIDITY AND CAPITAL RESOURCES
Overview
We monitor and maintain a level of cash and cash equivalents deemed adequate to finance our
operations and mitigate the effects of fluctuations in cash flows. In addition, we monitor the
utilization of borrowings and, from time to time, evaluate the options to renew the borrowings upon
expiry based on our actual business requirement. We relied on equity financing, sales of our
commercialized product and debt financing as the major sources of liquidity during the Track
Record Period.
The following table presents our consolidated cash flow data for the years indicated.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(249,897) (287,888)
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(257,410) (236,822)
Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118787,672 541,716
NET INCREASE IN CASH AND CASH
EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118280,365 17,006
Cash and cash equivalents at beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,149 343,770
Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118256 (2,451)
Cash and cash equivalents at end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118343,770 358,325
Operating Activities
In 2025, our net cash flows used in operating activities amounted to RMB287.9 million, which
was primarily attributable to our loss before tax of RMB751.8 million, as adjusted by certain
non-cash and non-operating items, which primarily comprised (i) share-based payment
compensation of RMB260.8 million, (ii) finance costs of RMB110.5 million and (iii) depreciation
of property, plant and equipment of RMB38.5 million. Such an amount was further offset by
changes in working capital, primarily including an increase in trade and other payables of RMB74.1
million, partially offset by an increase in prepayments, other receivables and other assets of
RMB32.8 million.
In 2024, our net cash flows used in operating activities amounted to RMB249.9 million, which
was primarily attributable to our loss before tax of RMB335.1 million, as adjusted by certain
non-cash and non-operating items, which primarily comprised (i) finance costs of RMB29.4 million
and (ii) share-based payment compensation of RMB21.9 million. Such amount was further adjusted
by changes in working capital, primary including increase in deferred income of RMB30.8 million,
partially adjusted by an increase in inventories of RMB6.1 million.
We aim to improve our net operating cash outflow positions through measures such as
properly planning our R&D investment based on the progression of the trial phases for our product
candidates and prudently engaging in marketing and academic promotional efforts across our
pipeline.
Investing Activities
In 2025, our net cash used in investing activities was RMB236.8 million, primarily as a result
of purchase of financial assets at fair value through profit or loss of RMB1,091.2 million and
partially offset by proceeds from disposal of financial assets at fair value through profit or loss of
RMB947.6 million.
FINANCIAL INFORMATION
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In 2024, our net cash used in investing activities was RMB257.4 million, primarily as a result
of purchases of items of property, plant and equipment of RMB230.6 million, partially offset by
maturity of time deposits with original maturity over three months of RMB8.7 million.
Financing Activities
In 2025, our net cash from financing activities was RMB541.7 million, primarily as a result
of (i) capital injection from shareholders of RMB535.8 million, partially offset by repayment of
bank and other borrowings of RMB113.0 million.
In 2024, our net cash from financing activities was RMB787.7 million, primarily as a result
of (i) capital injection from shareholders of RMB1,344.7 million, and (ii) new bank and other
borrowings of RMB384.6 million, partially offset by (i) repayments of loans to related parties of
RMB528.8 million and (ii) acquisition of subsidiaries under common control of RMB373.6 million.
CASH OPERATING COSTS
The following table sets forth information on our cash operating costs for the years indicated.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Research and development expenses
Research and development expenses for Core Product
(AP301) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,568 132,842
– Outsourced research and development expenses /H1118/H1118/H1118/H1118/H111884,137 95,760
– Staff costs (wage, social insurance, personal taxes and
others) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,807 30,345
– Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,624 6,738
Research and development expenses for other product
candidates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,261 80,174
– Outsourced research and development expenses /H1118/H1118/H1118/H1118/H111832,879 34,472
– Staff costs (wage, social insurance, personal taxes and
others) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,133 32,966
– Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,249 12,735
Purchase of commercialization right and Mircera ®
products from Roche /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,567 21,023
Workforce employment costs (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,064 52,287
Product marketing (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,571 9,583
Other significant costs (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,033 42,412
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118278,064 338,320
Notes:
(1) Mainly included professional service fees paid to external advisers and attorneys, and office expenses.
(2) Mainly included employee compensation for employees not in the research and development functions.
(3) Mainly included academic promotional fees.
(4) Mainly included administrative expenses other than employee compensation and taxes and surcharges.
FINANCIAL INFORMATION
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WORKING CAPITAL SUFFICIENCY
Our Directors are of the opinion that, taking into account the financial resources available,
including cash and cash equivalents, the expected income from our commercialized product and the
estimated net proceeds from the Listing, our cash burn rate as well as scheduled banking facilities
repayment, we have sufficient working capital to cover at least 125% of our costs, including
research and development expenses, selling expenses and administrative expenses for at least the
next 12 months from the date of this Prospectus.
Our cash burn rate refers to the average monthly amount of net cash used in operating
activities, capital expenditures and lease payments. Excluding one-off capital expenditures spent on
building our manufacturing facilities and assuming an average cash burn rate going forward of 1.4
times the level as of December 31, 2025, we estimate that our cash at bank and on hand and other
financial assets as of December 31, 2025 will be able to maintain our financial viability for 47
months from December 31, 2025 taking into account the estimated net proceeds from the Global
Offering, net of capitalized listing expenses; or we estimate that we will be able to maintain our
financial viability for 15 months from December 31, 2025 without taking into account the estimated
net proceeds from the Global Offering, net of capitalized listing expenses. We will continue to
monitor our cash flows from operations closely and expect to raise our next round of financing, if
needed, with a minimum buffer of 12 months.
INDEBTEDNESS
As of December 31, As of April 30,
2024 2025 2026
(unaudited)
(RMB in thousands)
Current
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,000 – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,690 3,691 3,356
Other payables to investors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,000 – –
Redemption liabilities on ordinary shares /H1118/H1118/H11181,712,630 – –
Non-current
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118445,300 545,326 565,113
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,156 403 544
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,231,776 549,420 569,013
As of December 31, 2024 and 2025, except as discussed above, we did not have any material
pledges, debentures, loan capital, debt securities, loans, bank overdrafts or other similar
indebtedness, finance lease or hire purchase commitments, liabilities under acceptances (other than
normal trade bills), acceptance credits, which are either guaranteed, unguaranteed, secured or
unsecured, or guarantees or other contingent liabilities. We utilize credit facilities for short-term
liquidity management purpose, the interest rate of which ranged from 3.5% to 4.2% during the
Track Record Period. As of April 30, 2026, we had RMB234.9 million of committed unutilized
credit facilities. Since April 30, 2026, there had been no material change in our indebtedness up to
the Latest Practicable Date.
Our Directors confirm that as of the Latest Practicable Date, there was no material covenant
on any of our outstanding debt, and there was no breach of any covenant during the Track Record
Period and up to the Latest Practicable Date. Our Directors further confirm that our Group did not
experience any difficulty in obtaining bank loans and other borrowings, default in payment of bank
loans and other borrowings or breach of covenants during the Track Record Period and up to the
Latest Practicable Date.
FINANCIAL INFORMATION
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CAPITAL EXPENDITURES
The following table sets forth our capital expenditures for the years indicated.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Purchases of items of property, plant and equipment /H1118/H1118/H1118/H1118/H1118230,626 101,622
Purchases of items of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,041 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,667 101,622
Our historical capital expenditures during the Track Record Period primarily included
purchases of property, plant and equipment and other intangible assets. We funded our capital
expenditure requirements during the Track Record Period mainly from equity financing, sales of our
commercialized product and debt financing. We plan to fund our planned capital expenditures using
our cash at bank and the net proceeds received from the Global Offering. See details set out in
“Future Plans and Use of Proceeds”. We may reallocate the fund to be utilized on capital
expenditure based on our ongoing business needs.
CAPITAL COMMITMENTS
As of December 31, 2024 and 2025, our material commitments were as shown in the table
below.
As of December 31,
2024 2025
(RMB in thousands)
Buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,412 1,869
Plant and machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,533 2,489
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,945 4,358
FINANCIAL RATIO
For the years ended December 31, 2024 and 2025, our current ratios, defined as current assets
divided by current liabilities, were 0.20 and 2.33, respectively.
MATERIAL RELATED PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time. During the Track Record
Period, we had transactions with related parties in accordance with the terms agreed with the
counterparties. For details of our related party transactions, see Note 28 to the Accountants’ Report
in Appendix I to this Prospectus.
Our Directors are of the view that material related party transactions were conducted in the
ordinary course of business on an arm’s length basis and with normal commercial terms between
the relevant parties. Our Directors are also of the view that our related party transactions during the
Track Record Period would not distort our track record results or cause our historical results to
become non-reflective of our future performance.
OFF-BALANCE SHEET ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any off-balance sheet transactions.
FINANCIAL INFORMATION
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CONTINGENT LIABILITIES
During the Track Record Period, we did not have any significant contingent liabilities and
were not involved in any legal proceedings pending or threatened against us which could have a
material and adverse effect on our business or operations.
FINANCIAL RISKS DISCLOSURE
Our principal financial instruments comprise bank borrowings and cash and short-term
deposits and financial assets at fair value through profit or loss. The main purpose of these financial
instruments is to raise finance for our operations. We have various other financial assets and
liabilities such as trade receivables and trade payables, which arise directly from our operations.
Interest rate risk
Our exposure to the risk of changes in market interest rates relates primarily to our long-term
debt obligations with a floating interest rate.
Foreign currency risk
We have transactional currency exposures. Such exposures arise from currencies other than
our functional currencies.
Credit risk
The credit risk of our other financial assets, which comprise cash and cash equivalents, time
deposits with maturity over three months and other receivables, arises from default of the
counterparty, with a maximum exposure equal to the carrying amounts of these instruments. Since
we trade only with recognized and creditworthy third parties, there is no requirement for collateral.
Liquidity risk
We monitor and maintain a level of cash and cash equivalents deemed adequate by our
management to finance the operations and mitigate the effects of fluctuations in cash flows.
DIVIDEND
During the Track Record Period, we had never declared or paid any dividends on our ordinary
shares or any other securities. As of the Latest Practicable Date, we did not have a formal dividend
policy nor a pre-determined dividend payout ratio. As confirmed by our PRC Legal Adviser,
according to the PRC law, any future net profit that we make will have to be first applied to make
up for our historically accumulated losses, after which we will be obliged to allocate 10% of our
net profit to our statutory common reserve fund. We will therefore only be able to declare dividends
after (i) all our historically accumulated losses have been made up for; and (ii) we have allocated
sufficient net profit to our statutory common reserve fund as described above. We currently intend
to retain all available funds and earnings, if any, to fund the development and expansion of our
business and we do not intend to declare or pay any dividends in the foreseeable future. Investors
should not purchase our ordinary shares with the expectation of receiving cash dividends. Any
future determination to pay dividends will be made at the discretion of our Directors subject to our
Articles of Association and the PRC Company Law, and may be based on a number of factors,
including our future operations and earnings, capital requirements and surplus, general financial
conditions, contractual restrictions and other factors that our Directors may deem relevant. No
dividend shall be declared or payable except out of our profits and reserves lawfully available for
distribution. Regulations in the PRC currently permit payment of dividends of a PRC company only
out of accumulated distributable after-tax profits as determined in accordance with its articles of
association and the accounting standards and regulations in China.
FINANCIAL INFORMATION
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RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, up to the date of this Prospectus, there has been no material
adverse change in our financial, operational or trading positions or prospects since December 31,
2025, being the end of the period reported on as set out in the Accountants’ Report included in
Appendix I to this Prospectus. We expect to incur a net loss for the year ending December 31, 2026,
because we continue to incur research and development and share-based payment expenses as well
as listing expenses for the Global Offering.
DISTRIBUTABLE RESERVES
As of December 31, 2025, we did not have any distributable reserves.
LISTING EXPENSES
Our listing expenses represent professional fees, underwriting commissions and other fees
incurred in connection with the Global Offering. Assuming an Offer Price of HK$22.6 per H Share,
we estimated that the total listing expenses for the Global Offering are approximately HK$101.9
million, accounting for approximately 7.9% of the gross proceeds from the Global Offering
(assuming no H Shares are issued pursuant to the Over-allotment Option), of which approximately
HK$44.2 million is expected to be charged to our consolidated statements of profit or loss and other
comprehensive income upon the completion of Global Offering, and approximately HK$57.7
million is expected to be accounted for as a deduction from equity upon the completion of Global
Offering. The above expenses comprise of (i) underwriting-related expenses, including
underwriting commission and other expenses, of HK$51.3 million; and (ii) non-underwriting-
related expenses of HK$50.6 million, including (a) fee paid and payable to legal advisers and
reporting accountants of HK$32.0 million, and (b) other fees and expenses of HK$18.6 million. The
listing expenses above are the latest practicable estimate for reference only, and the actual amount
may differ from this estimate.
PROPERTY INTERESTS AND PROPERTY V ALUATION REPORT
A VISTA V aluation Advisory Limited, an independent property valuer, valued our property
interests as of March 31, 2026 and was of the opinion that the aggregate value of our properties was
approximately RMB422.8 million. The full text of the letter and valuation certificate with regard
to our property interests are set out in the Property V aluation Report in Appendix III to this
Prospectus.
Property Valuation Reconciliation
The statement below shows the reconciliation of aggregate amounts of our properties as
reflected in the consolidated statement of financial position as of December 31, 2025 as set out in
Appendix I to this Prospectus with the valuation of our properties as of March 31, 2026 as set out
in Appendix III to this Prospectus.
RMB in thousands
Net book value of our selective property interest as of December 31, 2025 /H1118/H1118 387,174
Movement for the period from December 31, 2025 to March 31, 2026
(unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,501)
Net book value of our selective property interest as of March 31, 2026
(unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118383,673
V aluation surplus as of March 31, 2026 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,107
V aluation as of March 31, 2026 as set out in Appendix III to this Prospectus /H1118 422,780
FINANCIAL INFORMATION
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
Please refer to “Appendix II — Unaudited Pro Forma Financial Information” for further
details.
DISCLOSURE REQUIRED UNDER THE LISTING RULES
We confirm that, as of the Latest Practicable Date, there were no circumstances that would
give rise to disclosure required under Rules 13.13 to 13.19 of the Listing Rules.
FINANCIAL INFORMATION
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FUTURE PLANS
For further details of our future plans, please see the section headed “Business — Our
Strategies” in this Prospectus.
USE OF PROCEEDS
We estimate that the aggregate net proceeds to our Company from the Global Offering will be
approximately HK$1,180.8 million, after deducting underwriting fees and estimated expenses in
connection with the Global Offering payable by us and based on an Offer Price of HK$22.6 per H
Share, assuming the Over-allotment Option is not exercised.
We intend to apply such net proceeds from the Global Offering for the following purposes,
subject to changes in light of our evolving business needs and changing market conditions:
 Approximately 71.0%, or HK$838.4 million, will be allocated to the ongoing and
planned clinical development and regulatory affairs of our product candidates, of which:
/L50537Approximately 34.0%, or HK$401.5 million, will be used to fund the continuous
clinical development and regulatory affairs of our Core Product AP301, a
phosphate binder for the treatment of hyperphosphatemia. According to CIC, it is
reasonable to allocate the said amount of proceeds to the research and development
of our Core Product, as compared to comparable companies.
▪ Approximately 15.5% of the net proceeds, or HK$183.0 million, will be used
for a global multi-regional Phase III clinical trial in China and the U.S. to
evaluate the efficacy and safety of AP301 on serum phosphorous control in
CKD patients receiving maintenance dialysis with hyperphosphatemia. We
are currently conducting a global multi-regional pivotal Phase III clinical
trial in China and the U.S. and expect to complete it in the second quarter of
2027 using aforesaid net proceeds allocation;
▪ Approximately 9.5% of the net proceeds, or HK$112.2 million will be used
for NDA registration of AP301, among which:
 Approximately 8.0% of the net proceeds, or HK$94.5 million, will be
used for NDA registration in the U.S. We expect to file an NDA for
AP301 with the FDA in the third quarter of 2027;
 Approximately 1.5% of the net proceeds, or HK$17.7 million, will be
used for NDA registration in China. We completed a Phase III clinical
trial of AP301 in China in June 2025. We expect to file an NDA for
AP301 with the NMPA in June 2026. Following such filing expected in
late June 2026, in addition to the initial application fee, we expect to
allocate our net proceeds to additional expenses on testing, inspections,
documentation, naming and other related activities associated with the
NDA prior to final approval;
▪ Approximately 9.0% of the net proceeds, or HK$106.3 million, will be used
for the clinical development of AP301 on serum phosphorous control in
non-dialysis CKD patients with hyperphosphatemia. We expect to initiate
clinical trials to expand the applicable clinical indications for AP301 since
2030;
FUTURE PLANS AND USE OF PROCEEDS
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/L50537Approximately 37.0% of the net proceeds, or HK$436.9 million, will be allocated
to fund the continuous clinical development and regulatory affairs for other
product candidates including AP306, AP303 and AP308:
▪ AP303: Approximately 25.0% of the net proceeds, or HK$295.2 million, will
be allocated to the research and development of AP303, a differentiated
disease-modifying agent with the potential to significantly delay or halt the
progression of CKD, including:
 Approximately 10.0%, or HK$118.1 million, of the net proceeds will be
allocated to fund a Phase II basket clinical trial of AP303 targeting
DKD and IgAN patients with high proteinuria. We expect to initiate the
trial in the third quarter of 2026 and complete it by the second half of
2027 in China and Australia;
 Approximately 15.0%, or HK$177.1 million, of the net proceeds will be
allocated to fund a Phase III clinical trial of AP303 targeting IgAN,
which we expect to initiate in the second half of 2027;
▪ AP306: Approximately 8.0% of the net proceeds, or HK$94.5 million, will be
allocated to the research and development of AP306, a differentiated
pan-phosphate transporter inhibitor for hyperphosphatemia.
 Approximately 2.0% of the net proceeds, or HK$23.6 million, will be
used to fund a randomized, double-blind, placebo-controlled, multi-
regional Phase IIb clinical trial of AP306 in China, which we initiated
in May 2026 to explore the optimal dose and dosing frequency for
Phase III clinical development and expect to complete in the second
quarter of 2027;
 Approximately 6.0% of the net proceeds, or HK$70.8 million, will be
used to fund a multi-regional Phase III clinical trial of AP306 in China;
▪ AP308: Approximately 4.0% of the net proceeds, or HK$47.2 million, will be
allocated to the research and development of our preclinical product
candidate AP308, a differentiated IgA protease aiming for a functional cure
of IgAN. We expect to submit to the NMPA and the FDA an IND application
for AP308 and initiate a Phase I clinical trial in the third quarter of 2026.
 Approximately 1.0% of the net proceeds, or HK$11.8 million, will be
allocated to fund a Phase Ia clinical trial of AP308, which we expect to
initiate in the third quarter of 2026;
 Approximately 3.0% of the net proceeds, or HK$35.4 million, will be
allocated to fund a Phase I clinical trial of AP308, which we expect to
initiate in the third quarter of 2026;
 Approximately 7.0% of the net proceeds, or HK$82.7 million, will be allocated to the
advancement of the preclinical development of our product candidates including AP304,
AP305 and AP307 in our expanded pipeline;
 Approximately 12.0% of the net proceeds, or HK$141.7 million, will be allocated to
upgrade our manufacturing capacity as well as for commercialization of our drug
candidates after they are approved for sale, among which:
/L50537Approximately 7.0% of the net proceeds, or HK$82.7 million, will be used for the
commercialization of AP301 in China, which we expect to start from the second
half of 2026. We expect to assemble a sales team consisting of 150 to 200 sales
personnel during the first three years after the launch of AP301 and may expand
the team based on the sales of AP301;
FUTURE PLANS AND USE OF PROCEEDS
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/L50537Approximately 3.0% of the net proceeds, or HK$35.4 million, will be allocated to
the commercialization of Mircera ®, a long-acting EPOs used for the treatment of
anemia associated with CKD. As of the Latest Practicable Date, Mircera ® was
listed in over 300 hospitals in China since Mircera ®’s launch in China in 2024. In
anticipation of the future commercialization of Mircera ®, we are establishing and
expect to scale up our in-house scalable sales team and distribution channels that
engages physicians, nephrologists and hospitals directly;
/L50537Approximately 2.0% of the net proceeds, or HK$23.6 million, will be used to
upgrade our manufacturing capacity. As of the Latest Practicable Date, our
in-house manufacturing facility in Y angzhou was in the phase of pilot scale
production and scale-up preparation, and will be ready for operation in the fourth
quarter of 2028. We may further scale up our in-house manufacturing capacity and
upgrade production lines in the future to ensure sufficient production capacity to
meet global market demand and towards a full-fledged biopharmaceutical
company. Specifically, we plan to invest in upgrading our production capacity,
including but not limited to the following:
▪ Approximately 1.5% of the net proceeds, or HK$17.7 million, will be used
to incur maintenance expenditure to accommodate the growing demand of
AP301 as it continues to be commercialized in the global markets;
▪ Approximately 0.5% of the net proceeds, or HK$5.9 million, will be used for
civil construction, which has been partially completed and the built-in
scalability will be reserved for an annual capacity of 50 metric tons for
AP306, subject to global phase II clinical trial results of AP306 as well as
market demand;
 Approximately 10.0% of the net proceeds, or HK$118.1 million, will be used for our
working capital and other general corporate purposes.
If the Over-allotment Option is exercised in full, we will receive additional proceeds of
approximately HK$192.4 million. We intend to apply the additional net proceeds to the above uses
on a pro rata basis.
If the net proceeds of the Global Offering are not immediately used for the purposes described
above, to the extent permitted by the relevant laws and regulations, we will deposit the net proceeds
in short-term interest-bearing accounts at licensed commercial banks and/or other authorized
financial institutions as defined under the Securities and Futures Ordinance or applicable laws and
regulations in other jurisdictions, as long as it is deemed to be in the best interests of the Company.
We will comply with all disclosure requirements under the Listing Rules if there is any change to
the above proposed use of proceeds.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
Jefferies Hong Kong Limited
Merrill Lynch (Asia Pacific) Limited
Huatai Financial Holdings (Hong Kong) Limited
CLSA Limited
BOCI Asia Limited
UNDERWRITING
This Prospectus is published solely in connection with the Hong Kong Public Offering. The
Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional
basis. The International Offering is expected to be fully underwritten by the International
Underwriters.
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, our Company is offering initially
5,675,600 Hong Kong Offer Shares (subject to reallocation) for subscription by way of the Hong
Kong Public Offering on and subject to the terms and conditions of this Prospectus and the Hong
Kong Underwriting Agreement at the Offer Price.
Subject to (i) the Listing Committee granting approval for the listing of, and permission to
deal in, the H Shares pursuant to the Global Offering (including the H Shares which may be issued
pursuant to the exercise of the Over-allotment Option) on the Main Board of the Stock Exchange
and such approval not having been withdrawn; and (ii) certain other conditions set out in the Hong
Kong Underwriting Agreement, the Hong Kong Underwriters have agreed severally and not jointly
to apply or procure applications, on the terms and conditions of this Prospectus, for their respective
applicable proportions of the Hong Kong Offer Shares which are being offered but are not taken up
under the Hong Kong Public Offering.
The Hong Kong Underwriting Agreement is conditional on, among other things, the
International Underwriting Agreement having been signed and becoming unconditional and not
having been terminated in accordance with its terms.
Grounds for Termination
The Joint Representatives (for themselves and on behalf of the Hong Kong Underwriters and
the Capital Market Intermediaries) and the Joint Sponsors shall be entitled, in their absolute
discretion and by giving notice to our Company, to terminate the Hong Kong Underwriting
Agreement with immediate effect if prior to 8:00 a.m. on the Listing Date:
(i) there shall develop, occur, exist or come into effect:
(a) any new law or regulation or any change or development involving a prospective
change or any event or series of events or circumstances likely to result in a change
in existing laws or regulations, or in the interpretation or application thereof by any
court or other competent authority in or affecting Hong Kong, the PRC, the United
States, the United Kingdom, the European Union (or any member thereof),
Singapore or other jurisdictions relevant to our Group or the Global Offering (each
a“ Relevant Jurisdiction ” and collectively, the “ Relevant Jurisdictions ”); or
UNDERWRITING
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--- page 280 ---
(b) any change or development involving a prospective change, or any event or series
of events or circumstances likely to result in a change or prospective change, in
local, national, regional or international financial, political, military, industrial,
economic, fiscal, legal, regulatory, currency, credit or market conditions or
sentiments, taxation, equity securities or other financial markets (including,
without limitation, conditions and sentiments in stock and bond markets, money
and foreign exchange markets, the inter-bank markets and credit markets) or
currency exchange rate or controls in or affecting any Relevant Jurisdictions, or
affecting an investment in the Offer Shares; or
(c) any event or series of events in the nature of force majeure (including, without
limitation, acts of government, declaration of a regional, national or international
emergency or war, calamity, crisis, economic sanctions, strikes, labor disputes,
lock-outs, fire, explosion, flooding, tsunami, earthquake, volcanic eruption, civil
commotion, riots, public disorder, acts of war, acts of God, epidemic, pandemic,
outbreak or escalation of infectious disease, (including without limitation COVID-
19, SARS, MERS, H5N1, H1N1, swine or avian influenza or such related/mutated
forms), accident or interruption or delay in transportation) in or affecting any of
the Relevant Jurisdictions, or without limiting the foregoing, any local, national,
regional or international outbreak or escalation of hostilities (whether or not war
is or has been declared), act of terrorism (whether or not responsibility has been
claimed), or other state of emergency or calamity or crisis in or affecting any of
the Relevant Jurisdictions; or
(d) the imposition or declaration of (a) any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any minimum
or maximum price limit or price range) on 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
Y ork Stock Exchange, the NASDAQ Global Market or the London Stock
Exchange; (b) any moratorium, suspension or limitation (including without
limitation, any imposition of or requirement for any minimum or maximum price
limit or price range) in or on trading in any securities of our Company listed or
quoted on a stock exchange or an over-the-counter market or (c) any moratorium
on banking activities in or affecting any of the Relevant Jurisdictions or any
disruption in commercial banking or foreign exchange trading or securities
settlement or clearing services, procedures or matters in those places or
jurisdictions; or
(e) other than with the prior written consent of the Overall Coordinators, the issue or
requirement to issue by our Company of a supplement or amendment to this
Prospectus or other documents in connection with the offer and sale of the Offer
Shares pursuant to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance or the Listing Rules or upon any requirement or request of the Stock
Exchange and/or the SFC; or
(f) a change or development involving a prospective change or amendment in taxation
or exchange control, currency exchange rates or foreign investment regulations
(including, without limitation, a devaluation of the Hong Kong 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 the implementation of any
exchange control, in any of the Relevant Jurisdictions; or
UNDERWRITING
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(g) the commencement by any authority or other regulatory or political body or
organization of any public action or investigation against any member of our
Group or any Director or an announcement by any authority or regulatory or
political body or organization that it intends to take any such action; or
(h) (A) any Director of our Company seeks to retire, or is removed from, or otherwise
vacates his/her office, (B) any certificate given by our Company or any of its
respective officers to the Joint Sponsors and the Joint Representatives under or in
connection with the Hong Kong Underwriting Agreement or the Global Offering is
false or misleading in any material respect or (C) any Director or any member of
the senior management as named in this Prospectus is being charged with an
indictable offence or prohibited by operation of law or otherwise disqualified from
taking part in the management of a company; or
(i) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any members of our Group or any member of the Single Largest
Shareholders Group or by or on any Relevant Jurisdiction, or the withdrawal of
trading privileges which existed on the date of the Hong Kong Underwriting
Agreement, in whatever form, directly or indirectly, by, or for, any Relevant
Jurisdiction; or
(j) any change or development or event likely to result in a change in our Group’s
assets, liabilities, profits, losses, performance, condition, business, financial
position, earnings, trading position or prospects, or any change in capital stock or
long-term debt of our Group, or any loss or interference with the assets, operations
or business of our Group, which (in any such case) is not set out in this Prospectus;
or
(k) any event, act or omission which gives rise or is likely to give rise to any liability
of our Company or the Single Largest Shareholders Group pursuant to the
indemnities in the Hong Kong Underwriting Agreement; or
(l) any valid demand by creditors for 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
(m) any non-compliance of this Prospectus (or any other documents used in connection
with the contemplated offering, allotment, issue, subscription or sale of any of the
Offer Shares), the CSRC Filings or any aspect of the Global Offering with the
Listing Rules or any other applicable Law; or
(n) any litigation, claim, regulatory or disciplinary proceeding, legal action or dispute
instigated threatened or announced against any member of our Group, the Single
Largest Shareholders Group, any Director, any member of senior management of
our Company named in this Prospectus; or
(o) any contravention by any members of our Group or any Director of the Listing
Rules or applicable Laws; or
(p) any change or prospective change, or a materialization of, any of the risks set out
in the section headed “Risk Factors” in this Prospectus;
which, in any such case individually or in the aggregate, in the sole and absolute opinion
of the Joint Sponsors and the Joint Representatives (for themselves and on behalf of the
Hong Kong Underwriters):
(A) has or will have or may have or is likely or could be reasonably expected to have
a material adverse change or a material adverse effect or any development
involving a prospective material adverse change or a prospective material adverse
effect, whether directly or indirectly, on or affecting the financial or trading
UNDERWRITING
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position, profits, losses, assets, liabilities, general affairs, business, management,
performance, prospects, shareholders’ equity, position or condition (financial or
otherwise), or results of operations of our Group, taken as a whole (“ Material
Adverse Effect ”);
(B) has or will have or may have or is likely or could be reasonably expected to have
a Material Adverse Effect on the success of the Global Offering and/or make it
impracticable or inadvisable for any material part of the Hong Kong Underwriting
Agreement, the Hong Kong Public Offering or the Global Offering to be performed
or implemented as envisaged; or
(C) has or will have or may have or is likely or could be reasonably expected to have
a Material Adverse Effect on the level of applications under the Hong Kong Public
Offering or the level of indications of interest under the International Offering or
anticipated dealings in the H Shares in the secondary market; or
(D) make, will have or may have make or is likely or could be reasonably expected to
make it impracticable, inadvisable, inexpedient or incapable to proceed with the
Hong Kong Public Offering and/or the Global Offering, to market the Global
Offering or the delivery of H Shares on the Listing Date; or
(E) has or will have or may have or is likely or could be reasonably expected to have
the effect of making any part of the Hong Kong Underwriting Agreement
(including underwriting) incapable of performance in accordance with its terms or
preventing the processing of applications and/or payments pursuant to the Global
Offering or pursuant to the underwriting thereof; or
(ii) there has come to the notice of any the Joint Sponsors, the Sponsor-OCs, the Joint
Representatives, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters or the CMIs or any
of them has cause to believe that:
(a) that any statement contained in any of this Prospectus, the Formal Notice, the
disclosure package, the Preliminary Offering Circular, the Offering Circular and
any other announcement, documents, materials, communications or information
made, issued, given, released, arising out of or used in connection with or in
relation to the contemplated offering and sale of the Offer Shares or otherwise in
connection with the Global Offering, including, without limitation, any investor
presentation materials relating to the Offer Shares and, in each case, all
amendments or supplements thereto, whether or not approved by the Joint
Sponsors, the Overall Coordinators or any of the Underwriters, 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
“Offer-Related Documents ”) was, when it was issued, or has become untrue or
incorrect, inaccurate in any material respect or misleading in any respect; or
(b) that any estimate, forecast, expression of opinion, intention or expectation
contained in any of the Offer-Related Document 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
(c) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this Prospectus, constitute a material
omission or misstatement in any Offer-Related Document; or
UNDERWRITING
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(d) any breach of, or any event or circumstances rendering untrue or incorrect or
misleading in any respect, any of the warranties given by our Company and the
Single Largest Shareholders Group in the Hong Kong Underwriting Agreement or
the International Underwriting Agreement; or
(e) any material breach of any of the obligations of any party (other than the Joint
Sponsors, the Sponsor-OCs, the Joint Representatives, the Overall Coordinators,
the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
CMIs or the Hong Kong Underwriters) to the Hong Kong Underwriting Agreement,
the Cornerstone Investment Agreements or the International Underwriting
Agreement; or
(f) any Material Adverse Change of the Group as a whole; or
(g) that (a) any executive Director of our Company seeks to retire, or is removed from,
or otherwise vacates his/her office, (b) any certificate given by our Company or
any of its respective officers to the Joint Sponsors and the Joint Representatives
under or in connection with the Hong Kong Underwriting Agreement or the Global
Offering is false or misleading in any material respect or (c) any executive Director
is being charged with an indictable offence or prohibited by operation of law or
otherwise disqualified from taking part in the management of a company; or
(h) our Company withdraws this Prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to the
Global Offering) or the Global Offering; or
(i) that the approval by the Listing Committee of the listing of, and permission to deal
in, the H Shares is refused or not granted, other than subject to customary
conditions, on or before the date of the listing, or if granted, the approval is
subsequently withdrawn, qualified (other than by customary conditions) or
withheld; or
(j) any person (other than any of the Joint Sponsors) has withdrawn its consent to the
issue of this Prospectus with the inclusion of its reports, letters and/or legal
opinions (as the case may be) and references to its name included in the form and
context in which it respectively appears; or
(k) any prohibition on our Company or the Joint Representatives for whatever reason
from offering, allotting, issuing or selling any of the Offer Shares pursuant to the
terms of the Global Offering; or
(l) an order or petition is presented for the winding-up or liquidation of our Company
or a subsidiary that is material to our Company’s business, results of operations
and financial conditions (“ Material Subsidiary ”), or any of our Company or
Material Subsidiaries makes any composition or arrangement with its creditors or
enters into a scheme of arrangement or any resolution is passed for the winding-up
or a provisional liquidator, receiver or manager is appointed over all or part of the
assets or undertaking of our Company or any Material Subsidiary or anything
analogous thereto occurs in respect of our Company or any of the Material
Subsidiary; or
(m) (A) the notice of acceptance of the CSRC Filings issued by the CSRC and/or the
results of the CSRC Filings published on the website of the CSRC is rejected,
withdrawn, revoked or invalidated; or (B) other than with the prior written consent
of the Joint Representatives, the issue 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
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(n) that a material portion of the orders placed or confirmed in the bookbuilding
process have been withdrawn, terminated or cancelled; or
(o) a material investor or a material portion of the investment commitments made by
any cornerstone investor under the Cornerstone Investment Agreements 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,
no further Shares or securities convertible into equity securities of our Company (whether or not of
a class already listed) may be issued by us or form the subject of any agreement to such issue within
six months from the Listing Date (whether or not such issue of Shares or securities will be
completed within six months from the Listing Date), except (a) pursuant to the Global Offering and
the Over-allotment Option, if any, or (b) under any of the circumstances provided under Rule 10.08
of the Listing Rules.
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by Our Company
Our Company has undertaken to each of the Joint Sponsors, the Joint Representatives, the
Overall Coordinators, the Joint Global Coordinators, the Capital Market Intermediaries, the Joint
Bookrunners, the Joint Lead Managers, 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 (the “ First Six Month Period ”), we will not, without the prior written consent of the
Joint Sponsors, the Joint Representatives (for itself and on behalf of the Hong Kong Underwriters)
and unless in compliance with the requirements of the Listing Rules:
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to
allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose
of or create an encumbrance over, or agree to transfer or dispose of or create an
encumbrance over, either directly or indirectly, conditionally or unconditionally, or
repurchase, any legal or beneficial interest in the share capital or any other securities of
our Company or any interest in any of the foregoing (including, without limitation, any
securities convertible into or exchangeable or exercisable for or that represent the right
to receive, or any warrants or other rights to purchase any share capital or other equity
securities of our Company, as applicable), or deposit any share capital or other equity
securities of our Company, as applicable, with a depositary in connection with the issue
of depositary receipts; or
(b) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership (legal or beneficial) of the Shares or
any other securities of our Company, or any interest in any of the foregoing (including,
without limitation, any equity securities convertible into or exchangeable or exercisable
for or that represent the right to receive, or any warrants or other rights to purchase, any
Shares); or
(c) enter into any transaction with the same economic effect as any transaction described in
paragraph (a) or (b) above; or
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(d) offer to or agree to do any of the foregoing specified in paragraph (a), (b) or (c) or
announce any intention to do so, in each case, whether any of the foregoing transactions
is to be settled by delivery of share capital or such other equity securities, in cash or
otherwise (whether or not the issue of such share capital or other equity securities will
be completed within the First Six Month Period); or
(e) Our Company has further agreed that, in the event our Company is allowed to enter into
any of the transactions described in paragraph (a), (b) or (c) above or offers to or agrees
to or announces any intention to effect any such transaction during the period of six
months commencing on the date on which the First Six Month Period expires (the
“Second Six Month Period ”), we 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 market for any Shares or other securities of our Company.
Undertakings by our Single Largest Shareholders Group
Each member of the Single Largest Shareholders Group has undertaken to each of our
Company, the Joint Sponsors, the Joint Representatives, the Overall Coordinators, the Joint Global
Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers,
the Hong Kong Underwriters that, without the prior written consent of the Joint Sponsors and the
Joint Representatives, (for itself and on behalf of the Hong Kong Underwriters) and unless in
compliance with the requirements of the Listing Rules:
(a) he/she/it will not, and will procure that the relevant registered holder(s), any nominee or
trustee holding on trust for him/her/it and the companies controlled by him/her/it will
not, at any time during the First Six Month Period, (i) sell, offer to sell, accept
subscription for, contract or agree to allot, issue or sell, mortgage, charge, pledge,
hypothecate, lend, grant or sell any option, warrant, contract or right to purchase, grant
or purchase any option, warrant, contract or right to sell, or otherwise transfer or dispose
of or create an encumbrance over, or agree to transfer or dispose of or create an
encumbrance over, either directly or indirectly, conditionally or unconditionally, any
Shares or other securities of our Company or any interest therein (including, without
limitation, any securities convertible into or exchangeable or exercisable for or that
represent the right to receive, or any warrants or other rights to purchase, any Shares or
any such other securities, as applicable or any interest in any of the foregoing), or
deposit any Shares or other securities of our Company with a depositary in connection
with the issue of depositary receipts, or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership
(legal or beneficial) of any Shares or other securities of our Company or any interest
therein (including, without limitation, any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights to
purchase, any Shares or any such other securities, as applicable or any interest in any of
the foregoing), or (iii) enter into any transaction with the same economic effect as any
transaction specified in paragraph (a)(i) or (ii) above, or (iv) offer to or agree to or
announce any intention to effect any transaction specified in paragraph (a)(i), (ii) or (iii)
above, in each case, whether any of the transactions specified in paragraph (a)(i), (ii) or
(iii) above is to be settled by delivery of Shares or other securities of our Company or
in cash or otherwise, and whether or not the transactions will be completed within the
First Six Month Period; and
(b) until the expiry of the Second Six Month Period, in the event that he/she/it enters into
any of the transactions specified in 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, he/she/it
will take all reasonable steps to ensure that such a disposal will not create a disorderly
or false market in the securities of our Company.
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Indemnity
Our Company and the Single Largest Shareholders Group have agreed to indemnify, among
others, the Joint Sponsors, the Joint Representatives, the Overall Coordinators, the Joint Global
Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers,
the Hong Kong Underwriters for certain losses which they may suffer, including, amongst others,
losses arising from their performance of their obligations under the Hong Kong Underwriting
Agreement and any breach by our Company of the Hong Kong Underwriting Agreement.
Hong Kong Underwriters’ Interests in our Company
Except for their obligations under the Hong Kong Underwriting Agreement, the Hong Kong
Underwriters do not have any shareholding interest in our Company or any right or option (whether
legally enforceable or not) to subscribe for 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 portion of the Shares as a result of fulfilling their respective
obligations under the Hong Kong Underwriting Agreement.
INTERNATIONAL OFFERING
International Underwriting Agreement
In connection with the International Offering, it is expected that our Company will enter into
the International Underwriting Agreement with the members of our Single Largest Shareholders
Group, the Joint Sponsors, the Joint Representatives (for themselves and on behalf of the
International Underwriters) and the International Underwriters. Under the International
Underwriting Agreement and subject to the Over-allotment Option, the International Underwriters
will, subject to certain conditions set out therein, severally and not jointly, agree to procure
subscribers or purchasers for, or to purchase, their respective proportions of the International Offer
Shares being offered under the International Offering (subject to, among other, any reallocation
between the International Offering and the Hong Kong Public Offering).
It is expected that the International Underwriting Agreement may be terminated on similar
grounds as those in the Hong Kong Underwriting Agreement. Potential investors should note that
if the International Underwriting Agreement is not entered into, or is terminated, the Global
Offering will not proceed.
Our Company has agreed to indemnify the International Underwriters against certain
liabilities, including liabilities under the U.S. Securities Act.
Over-allotment Option
The Company is expected to grant to the International Underwriters the Over-allotment
Option, exercisable by the Joint Representatives on behalf of the International Underwriters at any
time from the Listing Date until 30 days after the last day for lodging applications under the Hong
Kong Public Offering, pursuant to which the Company may be required to issue up to an aggregate
of 8,513,300 H Shares, representing not more than 15.0% of the number of Offer Shares initially
available under the Global Offering, at the Offer Price, to cover over-allocations in the International
Offering, if any. See “Structure of the Global Offering — Over-allotment Option.”
UNDERWRITING COMMISSIONS AND LISTING EXPENSES
The Underwriters and the Capital Market Intermediaries will receive an underwriting
commission equal to 3% of the aggregate Offer Price payable for the Offer Shares (including any
Offer Shares to be issued pursuant to the exercise of the Over-allotment Option), out of which they
will pay any sub-underwriting commissions and other fees (the “ Fixed Fees ”). Our Company may,
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at our sole and absolute discretion, pay to one or more Underwriters or Capital Market
Intermediaries an additional incentive fee up to 1% of the Offer Price payable for the Offer Shares
(including any Offer Shares to be issued pursuant to the exercise of the Over-allotment Option) (the
“Discretionary Fees ”). The ratio of the Fixed Fees and the Discretionary Fees (if fully paid)
payable to all Underwriters and Capital Market Intermediaries is therefore approximately
68.25:31.75. For any unsubscribed Hong Kong Offer Shares reallocated to the International
Offering, the underwriting commission will not be paid to the Hong Kong Underwriters but will
instead be paid, at the rate applicable to the International Offering, to the relevant International
Underwriters.
ACTIVITIES BY SYNDICATE MEMBERS
We describe below a variety of activities that each of the Underwriters and the Capital Market
Intermediaries of the Hong Kong Public Offering and the International Offering (together, the
“Syndicate Members ”) and their affiliates, may individually undertake, and which do not form part
of the underwriting process. When engaging in any of these activities, it should be noted that the
Syndicate Members are subject to restrictions, including the following:
(a) under the agreement among the Syndicate Members, all of them must not make bids or
purchases or effect any other transactions (including but not limited to issuing any
option or derivative or structured product which has, as its underlying asset, any Offer
Shares), whether in the open market or otherwise, for the purpose of or with a view to
creating actual, or apparent, active trading in the Offer Shares or raising, stabilizing or
maintaining the price of the Offer Shares to or at levels other than those which might
otherwise prevail in the open market; and
(b) all of them must comply with all applicable laws and regulations, including the market
misconduct provisions of the SFO, including the provisions prohibiting insider dealing,
false trading, price rigging and stock market manipulation.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of commercial
and investment banking, brokerage, funds management, trading, hedging, investing and other
activities for their own account and for the accounts of others. In relation to the H Shares, those
activities could include acting as agent for buyers and sellers of the H Shares, entering into over
the counter or listed derivative transactions or listed or unlisted securities transactions (including
issuing securities such as derivative warrants listed on a stock exchange) which have the H Shares
as their or part of their underlying assets. Those activities may require hedging activity by those
entities involving, directly or indirectly, buying and selling the 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 the Syndicate Members or their 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 issuer of those securities (or one of its affiliates
or agents) to act as a market maker or liquidity provider in the security, and this will also result in
hedging activity in the H Shares in most cases.
These 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 H Shares’ share price, and the extent to which this
occurs from day to day cannot be estimated.
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UNDERWRITERS’ AND CAPITAL MARKET INTERMEDIARIES’ INTEREST IN OUR
GROUP
Except as disclosed in this Prospectus and the obligations under the Hong Kong Underwriting
Agreement and the International Underwriting Agreement, none of the Underwriters and the Capital
Market Intermediaries has any shareholding interest in any member of our Group or any right
(whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for
securities in any member of our Group.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the Shares as a result of fulfilling their
obligations under the Hong Kong Underwriting Agreement.
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THE GLOBAL OFFERING
This Prospectus is published in connection with the Hong Kong Public Offering as part of the
Global Offering. The Global Offering comprises: (i) the Hong Kong Public Offering of initially
5,675,600 Offer Shares (subject to reallocation as mentioned below) in Hong Kong; and (ii) the
International Offering of initially 51,079,800 Offer Shares (subject to reallocation and the
Over-allotment Option) (a) in the United States solely to QIBs in reliance on Rule 144A or another
exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act, and (b) outside the United States in offshore transactions in reliance on Regulation
S and the applicable laws of the jurisdiction where those offers and sales.
Investors may either apply for the Hong Kong Offer Shares under the Hong Kong Public
Offering, or apply for or indicate an interest for the International Offer Shares under the
International Offering, but may not do both.
References in this Prospectus to applications, application or subscription monies or procedure
for applications relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares Initially Offered
Our Company is initially offering 5,675,600 Offer Shares for subscription by the public in
Hong Kong at the Offer Price, representing approximately 10.0% of the total number of Offer
Shares initially available under the Global Offering, representing approximately 1.67% of our
Company’s enlarged share capital immediately after completion of the Global Offering (subject to
the reallocation of Offer Shares between the International Offering and the Hong Kong Public
Offering and assuming the Over-allotment Option is not exercised).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as
to institutional and professional investors. Professional investors generally include brokers, dealers,
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.
Allocation
Allocation of the Hong Kong Offer Shares to applicants under the Hong Kong Public Offering
will be based 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. We may, if necessary, allocate the Hong Kong Offer Shares on the basis of
balloting, which would mean that some applicants may receive a higher allocation than others who
have applied for the same number of Hong Kong Offer Shares and those applicants who are not
successful in the ballot may not receive any Hong Kong Offer Shares.
Allocation of the Offer Shares to investors under the Hong Kong Public Offering will be based
solely on the level of valid applications received under the Hong Kong Public Offering. The basis
of allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for
by applicants. Such allocation could, where appropriate, consist of balloting, which would mean
that some applicants may receive a higher allocation than 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 account any allocation) is to be divided into two pools
(subject to adjustment of odd lot size): Pool A and Pool B. Accordingly, the maximum number of
Hong Kong Offer Shares initially in Pool A and Pool B will be 2,837,800, respectively. The Hong
Kong Offer Shares in each of Pool A and Pool B will be allocated on an equitable basis to (a)
applicants who have applied for Hong Kong Offer Shares with an aggregate price of HK$5.0 million
STRUCTURE OF THE GLOBAL OFFERING
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or less and (b) applicants who have applied for Offer Shares with an aggregate price of more than
HK$5.0 million and up to the value of pool B, respectively, excluding the brokerage, SFC
transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable.
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.
Applicants can only receive an allocation of the Offer Shares from either Pool A or Pool B but not
from both pools.
Reallocation
Subject to the allocation cap described in the subsequent paragraph, the Joint Representatives
may in its discretion reallocate Offer Shares from the International Offering to the Hong Kong
Public Offering to satisfy valid applications under the Hong Kong Public Offering. In addition, if
the Hong Kong Public Offering is not fully subscribed, the Joint Representatives will have the
discretion (but shall not be under any obligation) to reallocate to the International Offering all or
any unsubscribed Hong Kong Offer Shares in such amounts as they deem appropriate.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will
be allocated between Pool A and Pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Joint Representatives
appropriate. In the event of reallocation of Offer Shares between the International Offering and the
Hong Kong Public Offering in the circumstances where (a) the International Offer Shares are fully
subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or
oversubscribed irrespective of the number of times; or (b) the International Offer Shares are
undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed
irrespective of the number of times, then up to 2,837,700 Offer Shares may be reallocated from the
International Offering to the Hong Kong Public Offering, so that the total number of Offer Shares
available for subscription under the Hong Kong Public Offering will increase up to 8,513,300 Offer
Shares, representing approximately 15.0% of the number of Offer Shares initially available under
the Global Offering (before exercise of the Over-allotment Option), in accordance with Chapter
4.14 of the Guide for New Listing Applicants. In the circumstance where the International Offer
Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are undersubscribed,
there will be no reallocation from the International Offering to the Hong Kong Public Offering, and
no over-allocation of Shares to the Hong Kong Public Offering.
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide
and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory
clawback or reallocation mechanism is required to increase the number of Offer Shares under the
Hong Kong Public Offering to a certain percentage of the total number of Offer Shares offered
under the Global Offering.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and the
International Offering will be disclosed in the results announcement of the Global Offering, which
is expected to be published on Friday, June 26, 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.
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Applications
For details of the information, undertaking and confirmation that each applicant under the
Hong Kong Public Offering will be required to give and the price that applicants under the Hong
Kong Public Offering are required to pay, see the section headed “How to Apply for Hong Kong
Offer Shares” in this Prospectus.
THE INTERNATIONAL OFFERING
Number of Offer Shares Offered
Subject to the reallocation as described above and the Over-allotment Option, our Company
will be initially offering for subscription under the International Offering 51,079,800 Offer Shares,
representing approximately 90% of the Offer Shares initially available under the Global Offering
and approximately 15.03% of our enlarged issued share capital immediately after completion of the
Global Offering (assuming the Over-allotment Option is not exercised).
Allocation
The International Offering will include selective marketing of the International Offer Shares
to QIBs in the United States in accordance with Rule 144A and institutional and professional
investors and other investors anticipated to have a sizeable demand for such International Offer
Shares in other jurisdictions outside the United States in reliance on Regulation S. Professional
investors generally include brokers, dealers, companies (including fund managers) whose ordinary
business involves dealing in shares and other securities and corporate entities which regularly invest
in shares and other securities. Prospective professional, institutional and other investors will be
required to specify the number of International Offer Shares under the International Offering they
would be prepared to acquire. This process, known as “book-building”, is expected to continue up
to, and to cease on or around, the last day for lodging applications under the Hong Kong Public
Offering.
Allocation of International Offer Shares pursuant to the International Offering will be
determined by the Joint Representatives (for themselves and on behalf of the Underwriters) and will
be 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 not it is
expected that the relevant investor is likely to buy further Offer Shares, and/or hold or sell its Offer
Shares, after the listing of the Offer Shares on the Stock Exchange. Such allocation is intended to
result in a distribution of the Offer Shares on a basis which would lead to the establishment of a
solid professional and institutional shareholder base to the benefit of our Company and our
Shareholders as a whole.
The Joint Representatives (for themselves and on behalf of the Underwriters) may require any
investor who has been offered the International Offer Shares under the International Offering and
who has made an application under the Hong Kong Public Offering to provide sufficient
information to the Joint Representatives so as to allow it to identify the relevant application under
the Hong Kong Public Offering and to ensure that they are excluded from any application of the
Offer Shares under the International Offering.
Reallocation
The total number of Offer Shares to be issued pursuant to the International Offering may
change as a result of the clawback arrangement described in the sub-section headed “— The Hong
Kong Public Offering — Reallocation” above, the exercise of the Over-allotment Option in whole
or in part, and/or any reallocation of unsubscribed Offer Shares originally included in the Hong
Kong Public Offering.
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OVER-ALLOTMENT OPTION
In connection with the Global Offering, the Company is expected to grant the Over-allotment
Option to the International Underwriters, exercisable by the Joint Representatives (on behalf of the
International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Joint Representatives (on behalf of the International Underwriters) at any time
from the Listing Date until 30 days after the last day for lodging applications under the Hong Kong
Public Offering, to require the Company to issue up to an aggregate of 8,513,300 H Shares,
representing not more than 15.0% of the total number of Offer Shares initially available under the
Global Offering, at the Offer Price under the International Offering to, among other things, cover
over-allocations in the International Offering, if any.
If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued
pursuant thereto will represent approximately 18.7% of the enlarged issued share capital of the
Company immediately following the completion of the Global Offering. If the Over-allotment
Option is exercised, an announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution
of securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary
market, during a specified period of time, to retard and, if possible, prevent, a decline in the market
price of the securities below the offer price. Such transactions may be effected in all jurisdictions
where it is permissible to do so, in each case in compliance with all applicable laws and regulatory
requirements, including those of Hong Kong. In Hong Kong, the price at which stabilization is
effected is not permitted to exceed the offer price.
In connection with the Global Offering, the Stabilizing Manager through its affiliates or any
person acting for it, on behalf of the Underwriters, may over-allocate or effect short sales or any
other stabilizing transactions with a view to stabilizing or maintaining the market price of the H
Shares for a limited period after the Listing Date at a level higher than that which might otherwise
prevail in the open market. Short sales involve the sale by the Stabilizing Manager through its
affiliates of a greater number of H Shares than the Underwriters are required to purchase in the
Global Offering. “Covered” short sales are sales made in an amount not greater than the
Over-Allotment Option. The Stabilizing Manager through its affiliates may close out the covered
short position by either exercising the Over-Allotment Option to purchase additional H Shares or
purchasing H Shares in the open market. In determining the source of the H Shares to close out the
covered short position, the Stabilizing Manager through its affiliates will consider, among others,
the price of H Shares in the open market as compared to the price at which they may purchase
additional H Shares pursuant to the Over-Allotment Option. Stabilizing transactions consist of
certain bids or purchases made for the purpose of preventing or retarding a decline in the market
price of the H Shares while the Global Offering is in progress. Any market purchases of the H
Shares may be effected on any stock exchange, including the Stock Exchange, any over-the-counter
market or otherwise, provided that they are made in compliance with all applicable laws and
regulatory requirements. However, there is no obligation on the Stabilizing Manager through its
affiliates or any person acting for it to conduct any such stabilizing action, which if taken, (a) will
be conducted at the absolute discretion of the Stabilizing Manager through its affiliates or any
person acting for it, (b) may be discontinued at any time, and (c) is required to be brought to an end
within 30 days after the last day for the lodging of applications under the Hong Kong Public
Offering. The number of the H Shares that may be over-allocated will not exceed the number of the
H Shares that may be sold and transferred pursuant to the exercise of the Over-Allotment Option,
namely, 8,513,300 Offer Shares, which is approximately 15.0% of the number of Offer Shares
initially available under the Global Offering, in the event that the whole or part of the
Over-Allotment Option is exercised.
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In Hong Kong, stabilizing activities must be carried out in accordance with the Securities and
Futures (Price Stabilizing) Rules. Stabilizing actions permitted pursuant to the Securities and
Futures (Price Stabilizing) Rules include:
(a) over-allocating for the purpose of preventing or minimizing any reduction in the market
price of the H Shares;
(b) selling or agreeing to sell the H Shares so as to establish a short position in them for the
purpose of preventing or minimizing any deduction in the market price of the H Shares;
(c) subscribing, or agreeing to subscribe, for the H Shares to be sold and transferred
pursuant to the exercise of the Over-Allotment Option in order to close out any position
established under (a) or (b) above;
(d) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of
preventing or minimizing any reduction in the market price of the H Shares;
(e) selling or agreeing to sell any H Shares to liquidate any position established as a result
of those purchases; and
(f) offering or attempting to do anything described in (b), (c), (d) and (e) above.
Stabilizing actions by the Stabilizing Manager through its affiliates, or any person acting for
it, will be entered into in accordance with the laws, rules and regulations in place in Hong Kong
on stabilization.
Prospective applications for investors in the Offer Shares should note that:
(a) as a result of effecting transactions to stabilize or maintain the market price of the H
Shares, the Stabilizing Manager through its affiliates, or any person acting for it, may
maintain a long position in the H Shares;
(b) the size of the long position, and the period for which the Stabilizing Manager through
its affiliates, or any person acting for it, will maintain the long position is at the
discretion of the Stabilizing Manager through its affiliates and is uncertain;
(c) liquidation of any such long position by the Stabilizing Manager through its affiliates
and selling in the open market may lead to a decline in the market price of the H Shares;
(d) no stabilizing action can be taken to support the price of the H Shares for longer than
the stabilizing period, which begins on the Listing Date, and is expected to expire on the
30th day after the last day for the lodging of applications under the Hong Kong Public
Offering. After this date, when no further stabilizing action may be taken, demand for
the H Shares, and their market price, could fall after the end of the stabilizing period.
These activities by the Stabilizing Manager through its affiliates may stabilize, maintain
or otherwise affect the market price of the H Shares. As a result, the price of the H Shares
may be higher than the price that otherwise may exist in the open market;
(e) any stabilizing action taken by the Stabilizing Manager through its affiliates, or any
person acting for it, may not necessarily result in the market price of the H Shares
staying at or above the Offer Price either during or after the stabilizing period; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may be
made at a price at or below the Offer Price and therefore at or below the price paid by
applicants for, or investors in, the Offer Shares.
In order to effect stabilization actions, the Stabilization Manager will arrange cover of up to
an aggregate of 8,513,300 Shares, representing up to 15% of the initial Offer Shares, through
delayed delivery arrangements with investors who have been allocated Offer Shares in the
STRUCTURE OF THE GLOBAL OFFERING
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International Offering. The delayed delivery arrangements (if specifically agreed by an investor)
relate only to the delay in the delivery of the Offer Shares to such investor and the Offer Price for
the Offer Shares allocated to such investor will be paid on the Listing Date.
An announcement in compliance with the Securities and Futures (Price Stabilizing) Rules will
be made within seven days of the expiration of the stabilizing period.
PRICING AND ALLOCATION
The Offer Price will be HK$22.60 per Offer Share, unless otherwise announced. If you apply
for the Offer Shares under the Hong Kong Public Offering, you must pay the Offer Price of
HK$22.60 per Offer Share, plus 1.0% brokerage, 0.0027% SFC transaction levy, 0.00015% AFRC
transaction levy and 0.00565% Stock Exchange trading fee, amounting to a total of HK$2,282.79
for one board lot of 100 H Shares.
The International Underwriter will be soliciting from prospective investors indications of
interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the International
Offering they would be prepared to acquire at the Offer Price. This process, known as
“book-building”, is expected to continue up to, and to cease on or around, the last day for lodging
applications under the Hong Kong Public Offering.
The Joint Representatives (for themselves and on behalf of the Hong Kong Underwriters) may,
where considered appropriate, based on the level of interest expressed by prospective investors
during the book-building process, and with the prior consent of our Company, reduce the number
of Offer Shares and/or the Offer Price below that stated in this Prospectus prior to the morning of
the last day for lodging applications under the Hong Kong Public Offering. In such a situation, our
Company will, as soon as practicable following the decision to make such reduction and in any
event not later than the morning of the last day for lodging applications under the Hong Kong Public
Offering, post a notice on the website of the Stock Exchange ( www.hkexnews.hk ) and the website
of our Company ( www.alebund.com ) (the contents of the website do not form a part of this
Prospectus). Our Company will also, as soon as practicable following 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 Offer Price. The Global Offering must
first be canceled and subsequently relaunched on FINI pursuant to the supplemental prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have regard
to the possibility that any notice of a reduction in the number of Offer Shares and/or the Offer Price
may not be made until the last day for lodging applications under the Hong Kong Public Offering.
In the absence of any such notice so published, the number of Offer Shares will not be reduced
and/or the Offer Price, if agreed upon with our Company and the Joint Representatives (for
themselves and on behalf of the Hong Kong Underwriters) will under no circumstances be set
outside the Offer Price stated in this Prospectus. However, if the number of Offer Shares and/or the
Offer Price is reduced, the Company will issue a supplemental prospectus updating investors of the
change in the number of Offer Shares being offered under the Global Offering and/or the Offer
Price. The Global Offering must first be canceled and subsequently relaunched on FINI pursuant to
the supplemental prospectus.
The indication of the level of interest in the International Offering, the basis of allotment of
the Offer Shares available under the Hong Kong Public Offering and the results of allocations in
the Hong Kong Public Offering are expected to be made available in a variety of channels in the
manner described in the section headed “How to Apply for Hong Kong Offer Shares — D.
Despatch/Collection of Share Certificates and Refund of Application Monies” in this Prospectus.
STRUCTURE OF THE GLOBAL OFFERING
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UNDERWRITING AGREEMENT
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms of the Hong Kong Underwriting Agreement and is conditional upon the International
Underwriting Agreement being signed and becoming unconditional.
We expect to enter into the International Underwriting Agreement relating to the International
Offering on or around Thursday, June 25, 2026. The underwriting arrangements under the Hong
Kong Underwriting Agreement and the International Underwriting Agreement are summarized in
the section headed “Underwriting” in this Prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Hong Kong Offer Shares is conditional on, among others:
(a) the Listing Committee granting approval for the listing of, and permission to deal in, the
H Shares in issue and to be issued (including any H Shares that may be issued pursuant
to the exercise of the Over-allotment Option) pursuant to the Global Offering on the
Main Board of the Stock Exchange and such approval not subsequently having been
withdrawn or revoked prior to the Listing Date;
(b) the execution and delivery of the International Underwriting Agreement on or around
Thursday, June 25, 2026; and
(c) the obligations of the Hong Kong Underwriters and the Capital Market Intermediaries
under the Hong Kong Underwriting Agreement and the obligations of the International
Underwriters and the Capital Market Intermediaries under the International
Underwriting Agreement becoming unconditional and not having been terminated in
accordance with the terms of the respective agreements,
in each case on or before the dates and times specified in the Hong Kong Underwriting Agreement
and/or the International Underwriting Agreement, as the case may be (unless and to the extent such
conditions are validly waived on or before such dates and times) and in any event not later than 30
days after the date of this Prospectus.
If the above conditions are not fulfilled or waived prior to the times and dates specified, the
Global Offering will lapse, and the Stock Exchange will be notified immediately. Notice of the lapse
of the Hong Kong Public Offering will be published by our Company on the website of the Stock
Exchange ( www.hkexnews.hk ) and on the website of our Company ( www.alebund.com )o nt h e
next day following such lapse. In such a situation, all application monies will be returned, without
interest, on the terms set forth in the section headed “How to Apply for Hong Kong Offer Shares
— D. Despatch/Collection of Share Certificates and Refund of Application Monies” in this
Prospectus. 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).
Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m.
on Monday, June 29, 2026, provided that the Global Offering has become unconditional in all
respects at or before that time.
STRUCTURE OF THE GLOBAL OFFERING
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APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee of the Stock Exchange for the listing of, and
permission to deal in, the H Shares in issue and to be issued by us pursuant to the Global Offering.
Except that we have applied for the Listing on the Stock Exchange, no part of our Company’s
share or loan capital is listed on or dealt in on any other stock exchange and no such listing or
permission to deal is being or proposed to be sought in the near future.
H SHARES WILL BE ELIGIBLE FOR CCASS
All necessary arrangements have been made to enable the H Shares to be admitted into
CCASS. If the Stock Exchange grants the listing of, and permission to deal in, the H Shares and
our Company complies with the stock admission requirements of HKSCC, the H Shares will be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with
effect from the date of commencement of dealings in the H Shares on the Stock Exchange or any
other date HKSCC chooses. Settlement of transactions between participants of the Stock Exchange
is required to take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m.
in Hong Kong on Monday, June 29, 2026, it is expected that dealings in our H Shares on the Stock
Exchange will commence at 9:00 a.m. on Monday, June 29, 2026.
Our H Shares will be traded in board lots of 100 H Shares each.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 297 ---
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.alebund.com.
The contents of this prospectus are identical to the prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying for:
 are 18 years of age or older;
 have a Hong Kong address (for the White Form eIPO service only) ; and
 are outside the United States (within the meaning of Regulation S) or are a person
described in paragraph (h)(3) of Rule 902 of Regulation S.
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s)
for whose benefit you are applying for:
 are an existing Shareholder or close associates;
 are a Director or any of his/her close associates;
 are a close associate (as defined in the Listing Rules) of any of the above persons;
 are a connected person (as defined in the Listing Rules) of our Company or will become
a connected person of our Company immediately upon the completion of the Global
Offering; or
 have been allocated or have applied for or indicated an interest in any International Offer
Shares or otherwise participate in the International Offering.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Thursday, June 18,
2026 and end at 12:00 noon on Wednesday, June 24, 2026 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 298 ---
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
White Form eIPO
service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
www.eipo.com.hk Applicants who would
like to receive a
physical Share
certificate. Hong Kong
Offer Shares
successfully applied
for will be allotted and
issued in your own
name.
From 9:00 a.m. on
Thursday,
June 18, 2026 to 11:30
a.m. on Wednesday,
June 24, 2026,
Hong Kong time. The
latest time for
completing full
payment of application
monies will be 12:00
noon on Wednesday,
June 24, 2026,
Hong Kong time.
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our broker or custodian
who is a HKSCC
Participant will submit
electronic application
instructions on your
behalf through
HKSCC’s FINI system
in accordance with your
instruction.
Applicants who would
not like to receive a
physical Share
certificate. Hong Kong
Offer Shares
successfully applied
for will be allotted and
issued in the name of
HKSCC Nominees,
deposited directly into
CCASS and credited to
your designated
HKSCC Participant’s
stock account.
Contact your broker or
custodian for the
earliest and latest time
for giving such
instructions, as this
may vary by broker or
custodian.
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the last
day of the application period to apply for Hong Kong Offer Shares.
For those applying through the White Form eIPO service, once you complete payment in
respect of any application instructions given by you or for your benefit through the service to make
an application for Hong Kong Offer Shares, an actual application shall be deemed to have been
made. If you are a person for whose benefit the electronic application instructions are given, you
shall be deemed to have declared that only one set of electronic application instructions has been
given for your benefit. If you are an agent for another person, you shall be deemed to have declared
that you have only given one set of electronic application instructions for the benefit of the person
for whom you are an agent and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO
service more than once and obtaining different application reference numbers without effecting full
payment in respect of a particular reference number will not constitute an actual application.
If you apply through the White Form eIPO service, you are deemed to have authorized the
White Form eIPO Service Provider to apply on the terms and conditions in this Prospectus, as
supplemented and amended by the terms and conditions of the White Form eIPO service.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 299 ---
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly
and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on
your behalf and to do on your behalf all the things stated in this Prospectus and any supplement to
it.
For those applying through HKSCC EIPO channel, an actual application will be deemed to
have been made for any application instructions given by you or for your benefit to HKSCC (in
which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time of
the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC
Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or
HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the
terms and conditions of this Prospectus.
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) 2 as shown on your
identity document
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country or
jurisdiction
 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 type, with order of
priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate;
or
 Identity document number iv. Other equivalent document; and
 Identity document number
Notes:
(1) If you are applying through the White Form eIPO service, you are required to provide a valid e-mail address,
a contact telephone number and a Hong Kong address. Y ou are also required to declare that the identity
information provided by you follows the requirements as described in Note 2 below. In particular, where you
cannot provide a HKID number, you must confirm that you do not hold a HKID card.
(2) The applicant’s full name as shown on their identity document must be used and the surname, given name,
middle and other names (if any) must be input in the same order as shown on the identity document. If an
applicant’s identity document contains both an English and Chinese name, both English and Chinese names
must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the
applicant’s identity document type must be strictly followed and where an individual applicant has a valid
HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number
must be used when making an application to subscribe for Hong Kong Offer Shares. Similarly for corporate
applicants, a LEI number must be used if an entity has a LEI certificate.
(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
(4) The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii) the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint
beneficial owner. If you do not include this information, the application will be treated as being made for your
benefit.
(6) If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other
stock exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which carries
no right to participate beyond a specified amount in a distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power
of attorney, we and the Joint Representatives, as our agent, have discretion to consider whether to
accept it on any conditions we think fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 100 Shares
Permitted number of Hong
Kong Offer Shares for
application and amount
payable on application/
successful allotment /H1118/H1118/H1118/H1118/H1118/H1118
: Hong Kong Offer Shares are available for application
in specified board lot sizes only. Please refer to the
amount payable associated with each specified board
lot size in the table below.
The Offer Price is HK$22.60 per Share. If you are
applying through the HKSCC EIPO channel, your
broker or custodian may require you to pre-fund your
application in such amount as determined by the
broker or custodian, based on the applicable laws and
regulations in Hong Kong. Y ou are responsible for
complying with any such pre-funding requirement
imposed by your broker or custodian with respect to
the Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of
the Offer Price, brokerage, SFC transaction levy, the
Stock Exchange trading fee and the AFRC
transaction levy by debiting the relevant nominee
bank account at the Designated Bank for your broker
or custodian.
If you are applying through the White Form eIPO
service, you may refer to the table below for the
amount payable for the number of Shares you have
selected. Y ou must pay the respective maximum
amount payable on application in full upon
application for Hong Kong Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 301 ---
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 2,282.79 1,500 34,241.89 8,000 182,623.37 90,000 2,054,512.89
200 4,565.59 2,000 45,655.84 9,000 205,451.29 100,000 2,282,792.10
300 6,848.37 2,500 57,069.80 10,000 228,279.21 200,000 4,565,584.20
400 9,131.16 3,000 68,483.76 20,000 456,558.42 300,000 6,848,376.30
500 11,413.97 3,500 79,897.73 30,000 684,837.64 400,000 9,131,168.40
600 13,696.76 4,000 91,311.69 40,000 913,116.85 500,000 11,413,960.50
700 15,979.54 4,500 102,725.65 50,000 1,141,396.06 1,000,000 22,827,921.00
800 18,262.34 5,000 114,139.60 60,000 1,369,675.25 1,500,000 34,241,881.50
900 20,545.13 6,000 136,967.52 70,000 1,597,954.46 2,000,000 45,655,842.00
1,000 22,827.92 7,000 159,795.45 80,000 1,826,233.68 2,837,800
(1) 64,781,074.22
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in
the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid
to the Stock Exchange (in the case of the SFC transaction levy collected by the Stock Exchange on behalf of the SFC;
and in the case of the AFRC transaction levy collected by the Stock Exchange on behalf of the AFRC).
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in your
application as required under the paragraph headed “— A. Application for Hong Kong Offer Shares
— 3. Information Required to Apply” in this section. If you are suspected of submitting or cause
to submit more than one application, all of your applications will be rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have
made an application through the White Form eIPO service or HKSCC EIPO channel, you or the
person(s) for whose benefit you have made the application shall not apply for any International
Offer Shares.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or HKSCC
EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your
behalf):
(i) undertake to execute all relevant documents and instruct and authorise us and/or the
Joint Representatives, as our agents, to execute any documents for you and to do on your
behalf all things necessary to register any Hong Kong Offer Shares allocated to you in
your name or in the name of HKSCC Nominees as required by the Articles of
Association, and (if you are applying through the HKSCC EIPO channel) to deposit the
allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated
HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this Prospectus and the designated website of the White Form
eIPO service (or as the case may be, the agreement you entered into with your broker
or custodian), and agree to be bound by them;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 302 ---
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong Offer
Shares;
(iv) confirm that you are aware of the restrictions on offers and sales of H Shares set out in
this Prospectus and they do not apply to you, or the person(s) for whose benefit you have
made the application;
(v) confirm that you have read this Prospectus and any supplement to it and have relied only
on the information and representations contained therein in making your application (or
as the case may be, causing your application to be made) and will not rely on any other
information or representations;
(vi) agree that the Relevant Persons
1, 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 bodies or otherwise as required by laws, rules or regulations, for the
purposes under the paragraph headed “— G. Personal Data — Purposes” and “— G.
Personal Data — 4. Transfer of personal data” in this section;
(viii) agree (without prejudice to any other rights which you may have once your application
(or as the case may be, HKSCC Nominees’ application) has been accepted) that you will
not rescind it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your
behalf cannot be revoked once it is accepted, which will be evidenced by the notification
of the result of the ballot by the H Share Registrar by way of publication of the results
at the time and in the manner as specified in the paragraph headed “— B. Publication
of Results” in this section;
(x) confirm that you are aware of the situations specified in the section headed “— C.
Circumstances In Which Y ou Will Not Be Allocated Hong Kong Offer Shares” in this
section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and
the resulting contract will be governed by and construed in accordance with the laws of
Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place
outside Hong Kong that apply to your application and that neither 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;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by the Company, any of the directors, chief executives,
substantial Shareholder(s) or existing shareholder(s) of the Company or any of its
1 Relevant Persons would include the Joint Sponsors, the Joint Representatives the Overall Coordinators, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the Capital Market
Intermediates and any of their or the Company’s respective directors, officers, employees, partners, agents or
representatives and any other parties involved in the Global Offering.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 303 ---
subsidiaries or any of their respective close associates; and (b) you are not accustomed
or will not be accustomed to taking instructions from the Company, any of the directors,
chief executives, substantial Shareholder(s) or existing shareholder(s) of the Company
or any of its subsidiaries or any of their respective close associates in relation to the
acquisition, disposal, voting or other disposition of the 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 Representatives will rely on your
declarations and representations in deciding whether or not to allocate any Hong Kong
Offer Shares to you and that you may be prosecuted for making a false declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to
you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application has
been or will be made for your benefit by giving electronic application instructions to
HKSCC directly or indirectly or through the application channel of the H Share
Registrar or by any one as your agent or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another person) warrant
that (1) no other application has been or will be made by you as agent for or for the
benefit of that person or by that person or by any other person as agent for that person
by giving electronic application instructions to HKSCC and (2) you have due authority
to give electronic application instructions on behalf of that other person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel:
Website /H1118/H1118/H1118/H1118The designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) with
a “search by ID” function.
The full list of (i) wholly or partially
successful applicants using the
White Form eIPO service and
HKSCC EIPO channel, and (ii) the
number of Hong Kong Offer Shares
conditionally allotted to them, among
other things, will be displayed on the
“Allotment Results” page of the
White Form eIPO service at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment).
24 hours, from 11:00 p.m. on
Friday, June 26, 2026 to
12:00 midnight on
Thursday, July 2, 2026
(Hong Kong time)
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 304 ---
Platform Date/Time
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.alebund.com which will provide
links to the above-mentioned websites
of the H Share Registrar.
No later than 11:00 p.m. on
Friday, June 26, 2026
(Hong Kong time).
Telephone /H1118/H1118+852 2862 8555 – the allocation results
telephone enquiry line provided by the
H Share Registrar
between 9:00 a.m. and
6:00 p.m., on Monday,
June 29, 2026, Tuesday,
June 30, 2026, Thursday,
July 2, 2026 and Friday,
July 3, 2026
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Thursday, June 25, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Thursday, June 25, 2026 (Hong Kong time) on a 24-hour basis and should report any discrepancies
on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the level of indications of interest in the International Offering, the
level of applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong
Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and our website at
www.alebund.com by no later than 11:00 p.m. on Friday, June 26, 2026 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance.
2. If we or our agents exercise(s) their discretion to reject your application:
We, the Joint Representatives, the H Share Registrar and their respective agents and nominees
have full discretion to reject or accept any application, or to accept only part of any application,
without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant
permission to list the Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that longer
period within three weeks of the closing date of the application lists.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to the
paragraph headed “— A. Application for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 we or the Joint Representatives believe that by accepting your application, it or we
would violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted Offer Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants
will be required to hold sufficient application funds on deposit with their Designated Bank before
balloting. After balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion
of these funds required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment
from their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money settlement failure
by a HKSCC Participant (or its Designated Bank), who is acting on your behalf in settling payment
for your allotted Offer shares, HKSCC will contact the defaulting HKSCC Participant and its
Designated Bank to determine the cause of failure and request such defaulting HKSCC Participant
to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected Hong
Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares
applied for by you through the broker or custodian may be affected to the extent of the settlement
failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares due to the money
settlement failure by such HKSCC Participant. None of us, the Relevant Persons, the H Share
Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due
to the money settlement failure.
D. DESPATCH/COLLECTION OF SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one Share certificate for all Hong Kong Offer Shares allotted to you under
the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO
channel where the Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the Offer Shares. No receipt will
be issued for sums paid on application.
Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date,
provided that the Global Offering has become unconditional and the right of termination described
in the section headed “Underwriting” has not been exercised. Investors who trade Shares prior to
the receipt of Share certificates or the Share certificates becoming valid do so entirely at their own
risk.
The right is reserved to retain any Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 306 ---
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of Share certificate 1
For application of
1,000,000 Hong
Kong Offer Shares
or more /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person at
Computershare Hong Kong
Investor Services Limited at
Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s
Road East, Wanchai, Hong
Kong.
Time: from 9:00 a.m. to 1:00 p.m.
on Monday, June 29, 2026
2
(Hong Kong time)
If you are an individual, you must
not authorise any other person to
collect for you. If you are a
corporate applicant, your
authorised representative must
bear a letter of authorization
from your corporation stamped
with your corporation’s chop.
Both individuals and authorised
representatives must produce, at
the time of collection, evidence
of identity acceptable to the
Hong Kong Share Registrar.
Note: If you do not collect your
Share certificate(s) personally
within the time above, it/they
will be sent to the address
specified in your application
instructions by ordinary post at
your own risk
Share certificate(s) will be
issued in the name of
HKSCC Nominees,
deposited into CCASS
and credited to your
designated HKSCC
Participant’s stock
account
No action by you is
required
1 Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or
an “extreme conditions” announcement issued after a super typhoon in force in Hong Kong in the morning on
the Friday, June 26, 2026 rendering it impossible for the relevant share certificates to be dispatched to HKSCC
in a timely manner, the Company shall procure the Share Registrar to arrange for delivery of the supporting
documents and share certificates in accordance with the contingency arrangements as agreed between them.
Y ou may refer to “— E. Severe Weather Arrangements ” in this section.
2 As agreed with the issuer and communicated to the subscribers in the relevant subscription channel/application
forms (if any).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 307 ---
White Form eIPO service HKSCC EIPO channel
For application of
less than 1,000,000
Hong Kong Offer
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our Share certificate(s) will be
sent to the address specified in
your application instructions by
ordinary post at your own risk
Time: Friday, June 26, 2026
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Monday, June 29, 2026 Subject to the arrangement
between you and your
broker or custodian
Responsible party /H1118/H1118/H1118H Share Registrar Y our broker or custodian
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118/H1118
White Form e-Refund payment
instructions to your designated
bank account
Y our broker or custodian
will arrange refund to
your designated bank
account subject to the
arrangement between
you and it
Application monies
paid through
multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund check(s) will be despatched
to the address as specified in
your application instructions by
ordinary post at your own risk
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Wednesday, June 24, 2026 if, there is/are:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 Extreme Conditions, (collectively, “ Severe Weather Signals ”),
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, June 24, 2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the
next business day which does not have Severe Weather Signals in force at any time between 9:00
a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the dates
mentioned in the section headed “Expected Timetable” in this Prospectus, an announcement will be
made and published on the Stock Exchange’s website at www.hkexnews.hk and our website at
www.alebund.com of the revised timetable.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 308 ---
If a Severe Weather Signal is hoisted on Friday, June 26, 2026, the H Share Registrar will
make appropriate arrangements for the delivery of the share certificates to the CCASS Depository’s
service counter so that they would be available for trading on Monday, June 29, 2026.
If a Severe Weather Signal is hoisted on Friday, June 26, 2026: for application of 1,000,000
Hong Kong Offer Shares or more, you may collect your Share certificate in person from the H Share
Registrar’s office after the Severe Weather Signal is lowered or cancelled (e.g. in the afternoon of
Friday, June 26, 2026 or on Monday, June 29, 2026.
If a Severe Weather Signal is hoisted on Monday, June 29, 2026: for application of less than
1,000,000 Hong Kong Offer Shares, despatch will be made by ordinary post when the post office
re-opens after the Severe Weather Signal is lowered or cancelled (e.g. in the afternoon of Monday,
June 29, 2026 or on Tuesday, June 30, 2026.
Prospective investors should be aware that if they choose to receive physical share
certificates issued in their own name, there may be a delay in receiving the share certificates.
F. ADMISSION OF THE SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the Shares on the Stock
Exchange and we comply with the stock admission requirements of HKSCC, the Shares will be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with
effect from the date of commencement of dealings in the Shares or any other date HKSCC chooses.
Settlement of transactions between Exchange Participants is required to take place in CCASS on the
second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the Shares to be admitted into CCASS.
Y ou should seek the advice of your broker or other professional adviser for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving bank and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. This personal data may include client identifier(s) and your identification information.
By giving application instructions to HKSCC, you acknowledge that you have read, understood and
agree to all of the terms of the Personal Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong
Kong Offer Shares, of the policies and practices of the Company and the H Share Registrar in
relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of
Hong Kong).
2. Reasons for the Collection of Y our Personal Data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that
personal data supplied to the Company or its agents and the H Share Registrar is accurate and
up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into
or out of their names or in procuring the services of the H Share Registrar.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 309 ---
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the
Company or the H Share Registrar to effect transfers or otherwise render their services. It may also
prevent or delay registration or transfers of Hong Kong Offer Shares which you have successfully
applied for and/or the despatch of Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the Company
and the H Share Registrar immediately of any inaccuracies in the personal data supplied.
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
 processing your application and refund check and White Form e-Refund payment
instruction(s), where applicable, verification of compliance with the terms and
application procedures set out in this Prospectus and announcing results of allocation of
Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of the Shares
including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of the Company;
 verifying identities of applicants for and holders of the Shares and identifying any
duplicate applications for the Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the Shares, such as dividends, rights
issues, bonus issues, etc.;
 distributing communications from the Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable the
Company and the H Share Registrar to discharge their obligations to applicants and
holders of the Shares and/or regulators and/or any other purposes to which applicants
and holders of the Shares may from time to time agree.
4. Transfer of Personal Data
Personal data held by the Company and the H Share Registrar relating to the applicants for
and holders of Hong Kong Offer Shares will be kept confidential but the Company and the H Share
Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or
transfer (whether within or outside Hong Kong) the personal data to, from or with any of the
following:
 the Company’s appointed agents such as financial advisers, receiving bank and overseas
principal share registrar;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 300 –


--- page 310 ---
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar for the purposes of providing its services or
facilities or performing its functions in accordance with its rules or procedures and
operating FINI and CCASS (including where applicants for the Hong Kong Offer Shares
request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the H
Share Registrar in connection with their respective business operation;
 the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies
or otherwise as required by laws, rules or regulations, including for the purpose of the
Stock Exchange’s administration of the Listing Rules and the SFC’s performance of its
statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have or
propose to have dealings, such as their bankers, solicitors, accountants or brokers etc.
5. Retention of Personal Data
The Company and the H Share Registrar will keep the personal data of the applicants and
holders of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for which the
personal data were collected. Personal data which is no longer required will be destroyed or dealt
with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong
Kong).
6. Access to and Correction of Personal Data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the
Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to
correct any data that is inaccurate. The Company and the H Share Registrar have the right to charge
a reasonable fee for the processing of such requests. All requests for access to data or correction
of data should be addressed to the Company and the H Share Registrar, at their registered address
disclosed in the section headed “Corporate Information” in this Prospectus or as notified from time
to time, for the attention of the company secretary, or the H Share Registrar for the attention of the
privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 311 ---
The following is the text of a report received from the Company’s reporting accountants, Ernst
& Y oung, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this
Prospectus.
Ernst & Young
27/F , One T aikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
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ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO
THE DIRECTORS OF ALEBUND PHARMACEUTICALS (JIANGSU) LIMITED,
JEFFERIES HONG KONG LIMITED, MERRILL LYNCH (ASIA PACIFIC) LIMITED AND
HUATAI FINANCIAL HOLDINGS (HONG KONG) LIMITED
Introduction
We report on the historical financial information of Alebund Pharmaceuticals (Jiangsu)
Limited (the “ Company ”) and its subsidiaries (together, the “ Group ”) set out on pages I-3 to I-46,
which comprises the consolidated statements of profit or loss and other comprehensive income,
statements of changes in equity and statements of cash flows of the Group for each of the years
ended 31 December 2024 and 2025 (the “ Relevant Periods ”), and the consolidated statements of
financial position of the Group and the statements of financial position of the Company as at 31
December 2024 and 2025 and material accounting policy information and other explanatory
information (together, the “ Historical Financial Information ”). The Historical Financial
Information set out on pages I-3 to I-46 forms an integral part of this report, which has been
prepared for inclusion in the prospectus of the Company dated 18 June 2026 (the “ Prospectus ”) in
connection with the initial listing of the shares of the Company on the Main Board of The Stock
Exchange of Hong Kong Limited (the “ Stock Exchange ”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation set out in note
2.1 to the Historical Financial Information, and for such internal control as the directors determine
is necessary to enable the preparation of the Historical Financial Information that is free from
material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial
Information in Investment Circulars as issued by the Hong Kong Institute of Certified Public
Accountants (“ HKICPA ”). This standard requires that we comply with ethical standards and plan
and perform our work to obtain reasonable assurance about whether the Historical Financial
Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the reporting
accountants’ judgement, including the assessment of risks of material misstatement of the Historical
Financial Information, whether due to fraud or error. In making those risk assessments, the
reporting accountants consider internal control relevant to the entity’s preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of preparation set
out in note 2.1 to the Historical Financial Information in order to design procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by the directors,
as well as evaluating the overall presentation of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 312 ---
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the accountants’
report, a true and fair view of the financial position of the Group and the Company as at 31
December 2024 and 2025 and of the financial performance and cash flows of the Group for each
of the Relevant Periods in accordance with the basis of preparation set out in note 2.1 to the
Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange
and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying Financial
Statements as defined on page I-3 have been made.
Dividends
We refer to note 11 to the Historical Financial Information which states that no dividends have
been paid by the Company in respect of the Relevant Periods.
Ernst & Y oung
Certified Public Accountants
Hong Kong
18 June 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 313 ---
I HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the Historical
Financial Information is based, were audited by Ernst & Y oung in accordance with Hong Kong
Standards on Auditing issued by the HKICPA (the “ Underlying Financial Statements ”).
The Historical Financial Information is presented in Renminbi (“ RMB”) and all values are
rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 314 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
Y ear ended 31 December
Notes 2024 2025
RMB’000 RMB’000
REVENUE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 6,525 30,556
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,140) (17,110)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,385 13,446
Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 4,534 7,335
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,171) (36,337)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62,113) (251,295)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(235,367) (372,574)
Other (losses)/gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (22) 974
Share of the profit or loss of an associate and a joint
venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 (2,821)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (29,378) (110,547)
LOSS BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (335,130) (751,819)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 ––
LOSS FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(335,130) (751,819)
OTHER COMPREHENSIVE INCOME/(LOSS)
Other comprehensive income/(loss) that may be
reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,428 (2,286)
OTHER COMPREHENSIVE INCOME/(LOSS) FOR
THE YEAR, NET OF TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,428 (2,286)
TOTAL COMPREHENSIVE LOSS FOR THE
YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(314,702) (754,105)
Loss attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(326,026) (750,038)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,104) (1,781)
(335,130) (751,819)
Total comprehensive loss attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(305,598) (752,324)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,104) (1,781)
(314,702) (754,105)
LOSS PER SHARE A TTRIBUTABLE TO
ORDINARY EQUITY HOLDERS OF THE
PARENT
Basic and diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 (1.20) (3.07)
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 315 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
Notes 2024 2025
RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 610,088 596,978
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(a) 17,947 15,957
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 10,387 9,043
Investments in a joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,261 3,276
Investments in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 – 63,366
Prepayments, other receivables and other assets /H1118/H1118/H1118/H111817 78,681 92,596
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,364 781,216
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,118 10,268
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118865 –
Prepayments, other receivables and other assets /H1118/H1118/H1118/H111817 2,678 17,283
Amounts due from related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 13,054 5
Financial assets at fair value through profit or loss /H1118/H111818 – 145,460
Time deposits with original maturity over three
months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 22,291 27,375
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 343,770 358,325
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,776 558,716
CURRENT LIABILITIES
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 199,657 168,937
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 28,000 –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 3,690 3,691
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 – 67,201
Redemption liabilities on ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 1,712,630 –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,943,977 239,829
NET CURRENT (LIABILITIES)/ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,555,201) 318,887
TOTAL ASSETS LESS CURRENT LIABILITIES /H1118 (834,837) 1,100,103
NON-CURRENT LIABILITIES
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 18,595 1,936
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 445,300 545,326
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 2,156 403
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 40,305 49,195
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118506,356 596,860
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,341,193) 503,243
EQUITY
Equity attributable to owners of the parent
Paid-in capital/share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 153,615 283,097
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 (1,484,003) 220,146
(1,330,388) 503,243
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,805) –
Total (deficits)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,341,193) 503,243
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 316 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2024
Attributable to owners of the parent
Paid-in capital Capital reserve*
Share-based
payment
reserve* Other reserves*
Exchange
fluctuation
reserve*
Accumulated
losses* Total
Non-controlling
interests Total deficits
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118195,597 – 89,040 (180,590) (26,203) (838,938) (761,094) (1,701) (762,795)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (326,026) (326,026) (9,104) (335,130)
Exchange translation differences /H1118 –––– 20,428 – 20,428 – 20,428
Total comprehensive loss for the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 20,428 (326,026) (305,598) (9,104) (314,702)
Deemed contribution from a
related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 2,039 – – 2,039 – 2,039
Capital reduction (note 25) /H1118/H1118/H1118/H1118(175,905) – – 175,90 5–––––
Capital injection (note 25) /H1118/H1118/H1118/H1118133,923 1,280,794 –––– 1,414,717 – 1,414,717
Recognition of redemption
liabilities on ordinary shares
(note 24) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (1,681,712) – – (1,681,712) – (1,681,712)
Acquisition of subsidiaries under
common control /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (20,640) – – (20,640) – (20,640)
Share-based payment
compensation (note 26) /H1118/H1118/H1118/H1118/H1118 – – 21,90 0––– 21,900 – 21,900
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118153,615 1,280,794 110,940 (1,704,998) (5,775) (1,164,964) (1,330,388) (10,805) (1,341,193)
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 317 ---
Y ear ended 31 December 2025
Attributable to owners of the parent
Paid-in
capital/Share
capital Capital reserve*
Share-based
payment
reserve* Other reserves*
Exchange
fluctuation
reserve*
Accumulated
losses* Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118153,615 1,280,794 110,940 (1,704,998) (5,775) (1,164,964) (1,330,388) (10,805) (1,341,193)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (750,038) (750,038) (1,781) (751,819)
Exchange translation differences /H1118 –––– (2,286) – (2,286) – (2,286)
Total comprehensive loss for the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (2,286) (750,038) (752,324) (1,781) (754,105)
Capital injection (note 25) /H1118/H1118/H1118/H111863,269 472,51 5–––– 535,784 – 535,784
Acquisition of non-controlling
interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (13,086) –––– (13,086) 12,586 (500)
Recognition of redemption
liabilities on ordinary shares
(note 24) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (172,500) – – (172,500) – (172,500)
Termination of redemption
liabilities on ordinary shares
(note 24) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,975,911 – – 1,975,911 – 1,975,911
Share of other reserve of
an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (915) – – (915) – (915)
Conversion into a joint stock
company (note 25) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,213 (616,550) – – – 550,33 7–––
Share-based payment
compensation (note 26) /H1118/H1118/H1118/H1118/H1118 – – 260,76 1––– 260,761 – 260,761
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118283,097 1,123,673 371,701 97,498 (8,061) (1,364,665) 503,243 – 503,243
* These reserve accounts comprised the consolidated reserves of RMB(1,484,003,000) and RMB220,146,000 in the consolidated statements of financial position as at 31 December 2024
and 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 318 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
Notes 2024 2025
RMB’000 RMB’000
CASH FLOWS FROM OPERATING
ACTIVITIES
Loss before tax: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(335,130) (751,819)
Adjustments for:
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 29,378 110,547
Share of (profit)/loss of an associate and
a joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2) 2,821
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(776) (1,554)
Depreciation of property, plant and equipment /H1118/H1118/H1118/H111813 5,872 38,536
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(a) 5,612 5,047
Amortisation of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 1,065 1,156
Share-based payment compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 21,900 260,761
Loss on disposal of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 39 5
Fair value gains on financial assets at FVTPL /H1118/H1118/H1118/H11185 – (1,945)
Net foreign exchange gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,857) 310
(275,935) (336,045)
Increase in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,118) (4,150)
(Increase)/decrease in trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(865) 865
Increase in prepayments, other receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,264) (32,776)
Increase in trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,132 74,059
Increase in contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 127
Increase in deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,774 8,890
Cash used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(250,276) (289,030)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118379 1,142
Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(249,897) (287,888)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of items of property, plant and equipment /H1118 (230,626) (101,622)
Purchases of items of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,041) –
Placement of time deposits with original maturity
over three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22,291) (23,866)
Maturity of time deposits with original maturity over
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,744 19,005
Purchase of financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,091,150)
Proceeds from disposal of financial assets at fair
value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 947,635
Loans to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 (7,196) –
Receipt of repayments of loans to related parties /H1118/H1118/H111830 – 13,176
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(257,410) (236,822)
CASH FLOWS FROM FINANCING
ACTIVITIES
Capital injection from shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,344,717 535,784
New bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118384,622 145,026
Repayment of bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(51,511) (113,000)
Interest paid on bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,570) (18,994)
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 319 ---
Y ear ended 31 December
Notes 2024 2025
RMB’000 RMB’000
Payments of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,694) (5,052)
Loans from related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 32,554 –
Repayments of loans to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 (528,826) –
Payment of listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,548)
Acquisition of subsidiaries under common control /H1118/H111830 (373,620) –
Acquisition of non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (500)
Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118787,672 541,716
NET INCREASE IN CASH AND CASH
EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118280,365 17,006
Cash and cash equivalents at beginning of year /H1118/H1118/H1118/H1118 63,149 343,770
Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118 256 (2,451)
Cash and cash equivalents at end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 343,770 358,325
ANAL YSIS OF BALANCES OF CASH AND CASH
EQUIV ALENTS
Cash and bank balances, unrestricted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118343,770 358,325
Cash and cash equivalents as stated in the statement
of financial position and the statement of cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118343,770 358,325
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 320 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
Notes 2024 2025
RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 592,843 583,704
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(a) 12,317 11,858
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 1,032 928
Prepayments, other receivables and other assets /H1118/H1118/H1118/H111817 58,596 86,624
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 149,027 409,772
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118813,815 1,092,886
CURRENT ASSETS
Prepayments, other receivables and other assets /H1118/H1118/H1118/H111817 519 7,073
Amounts due from related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118230,095 160,869
Financial assets at fair value through profit or loss /H1118/H111818 – 145,460
Time deposits with original maturity over
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 22,291 27,375
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 331,010 327,763
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118583,915 668,540
CURRENT LIABILITIES
Trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 155,603 111,826
Amounts due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118196,647 48,624
Redemption liabilities on ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 1,712,630 –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,064,880 160,450
NET CURRENT (LIABILITIES)/ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,480,965) 508,090
TOTAL ASSETS LESS CURRENT LIABILITIES /H1118 (667,150) 1,600,976
NON-CURRENT LIABILITIES
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 18,595 1,936
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 445,300 545,326
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 40,305 49,195
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118504,200 596,457
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,171,350) 1,004,519
EQUITY
Paid-in capital/share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 153,615 283,097
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 (1,324,965) 721,422
Total (deficits)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,171,350) 1,004,519
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 321 ---
II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
Alebund Pharmaceuticals (Jiangsu) Limited (the “ Company ”) was established in the People’s Republic of China (the
“PRC”) on 20 May 2021 as a limited liability company. On 10 October 2025, the Company was converted into a joint stock
company with limited liability under PRC Company Law. The registered office of the Company is located at Building 7, No.
7 Jinzhuang Road, Hanjiang District, Y angzhou City, Jiangsu Province, PRC.
The Company and its subsidiaries (the “ Group ”) are principally engaged in development, manufacturing and
commercialization of renal products.
As at the date of this report, the Company had direct and indirect interests in its subsidiaries as below:
Name
Place and date of
incorporation/
registration and
place of operations
Nominal value of
issued
ordinary/registered
share capital
Percentage of
equity attributable
to the Company
Principal activitiesDirect Indirect
Alebund Pharmaceuticals
(Shanghai) Co., Ltd.* ᓿԞᖹุ
(ɪऎ)ʮ̡ (note a) /H1118/H1118/H1118/H1118
PRC/Chinese
mainland
25 July 2022
RMB30,000,000 100% – Research and
development
Alebund Pharmaceuticals
(Y angzhou) Co., Ltd.* ᓿԞᖹุ
(౮ψ)ʮ̡ (note a) /H1118/H1118/H1118/H1118
PRC/Chinese
mainland
5 June 2024
RMB10,000,000 100% – Manufacturing
Alebund Pharmaceuticals
Manufacturing (Y angzhou) Co.,
Ltd.* ᓿԞႡᖹ(౮ψ)ʮ̡
(note a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Chinese
mainland
31 May 2024
RMB100,000,000 100% – Manufacturing
Shanghai Alebund
Pharmaceuticals Limited* ɪऎ
ʮ̡
(note a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Chinese
mainland
23 April 2018
RMB122,567,446 100% – Research and
development
Alebund Pharmaceuticals
(Hong Kong) Limited (note b) /H1118
Hong Kong
23 January 2019
Hong Kong dollar
(“HKD”)13
100% – Commercialization
Shanghai Lichu Pharmaceuticals
Ltd.*ʮ
̡ (note a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese mainland
19 April 2021
RMB5,000,000 – 100% Research and
development
Shanghai Alezyme
Pharmaceuticals Ltd.*߀
ʮ̡ (note a) /H1118/H1118/H1118
Chinese mainland
4 January 2022
RMB8,970,000 – 100% Research and
development
Alebund Biotech USA Inc.
(note c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
United States of
America
8 February 2022
United States
dollar
(“USD”)10
– 100% Research and
development
Notes:
a. The statutory financial statements of these entities for the year ended 31 December 2024 prepared in
accordance with Accounting Standards for Business Enterprises were audited by Shanghai Xusheng Certified
Public Accountants LLP , certified public accountants registered in the PRC.
b. The financial statements of this entity for the year ended 31 December 2024 prepared in accordance with the
Hong Kong Small and Medium-sized Entity Financial Reporting Standard issued by the Hong Kong Institute
of Certified Public Accountants were audited by ECOVIS Focus Hong Kong CPA Limited, certified public
accountants registered in Hong Kong.
c. No audited financial statements have been prepared for this entity for the year ended 31 December 2024 and
2025 as this entity was not subject to any statutory audit requirements under the relevant rules and regulations
in its jurisdiction of incorporation.
* The English names of these companies registered in the PRC represent the best effort made by the directors
of the Company to directly translate their Chinese names as they did not register any official English names.
The Company
The carrying amounts of the Company’s investments in subsidiaries:
As at 31 December
2024 2025
RMB’000 RMB’000
Investment, at cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118149,027 409,772
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 322 ---
2.1 BASIS OF PREPARATION
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards, which
comprise all standards and interpretations approved by the International Accounting Standards Board (“ IASB ”). All IFRS
Accounting Standards effective for the accounting period commencing from 1 January 2025, together with the relevant
transitional provisions, have been early adopted by the Group in the preparation of the Historical Financial Information
throughout the Relevant Periods.
The Historical Financial Information has been prepared under the historical cost convention, except for certain
financial instruments which have been measured at fair value.
Basis of consolidation
The Historical Financial Information includes the financial statements of the Group for the Relevant Periods. A
subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. Control is achieved
when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct
the relevant activities of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the Company has less than
a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing
whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting periods as the Company, using
consistent accounting policies. Except for the subsidiaries acquired under common control, the results of subsidiaries are
consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that such
control ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent of the
Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. All
intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the
Group are eliminated in full on consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control described above. A change in the ownership interest of a subsidiary, without
a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, any
non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any investment retained and
any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised in other
comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would be
required if the Group had directly disposed of the related assets or liabilities.
Merger accounting for business combination involving entities under common control
Pursuant to the unwinding of the red-chip holding structure of Alebund Biotech Inc., as more fully explained in the
section headed “HISTORY , DEVELOPMENT AND CORPORA TE STRUCTURE” in the Prospectus, the Company became
the holding company of the companies now comprising the Group in April 2024. The unwinding of the red-chip holding
structure did not resulted in any change of respective voting and beneficial interests and economic substance. Accordingly,
for the purpose of this report, the Historical Financial Information has been prepared on a consolidated basis by applying
the principles of merger accounting as if the unwinding had been completed at the beginning of the Relevant Periods.
The consolidated statements of profit or loss and other comprehensive income, statements of changes in equity and
statements of cash flows of the Group for the Relevant Periods include the results and cash flows of all companies now
comprising the Group from the earliest date presented or since the date when the subsidiaries were established, where this
is a shorter period. The consolidated statements of financial position of the Group as at 31 December 2024 and 2025 have
been prepared to present the assets and liabilities of the subsidiaries using the existing book values from the controlling
shareholders’ perspective.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 323 ---
2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amended IFRS Accounting Standards, that have been issued but
are not yet effective, in the Historical Financial Information. The Group intends to apply these new and amended IFRS
Accounting Standards, if applicable, when they become effective.
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements
2
IFRS 19 and its amendments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118Amendments to the Classification and Measurement of Financial
Instruments 1
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture 3
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation Currency 2
Annual Improvements to IFRS Accounting
Standards — V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
The Group is in the process of making an assessment of the impact of these new and amended IFRS Accounting
Standards upon initial application. IFRS 18 introduce new requirements on presentation within profit or loss, including
specified totals and subtotals. It also requires disclosure of management-defined performance measures and includes new
requirements for aggregation and disaggregation of financial information. The new standard is not expected to have any
impact on the Group’s results of operations and financial position but has impact on the presentation and disclosure of the
Group’s financial statements. Other than IFRS 18, so far, the Group considers that IFRS 19 and the amended IFRS
Accounting Standards are unlikely to have a significant impact on the Group’s results of operations and financial position.
2.3 MATERIAL ACCOUNTING POLICY INFORMATION
Investments in an associate
An associate is an entity in which the Group has a long term interest of generally not less than 20% of the equity
voting rights and over which it has significant influence. Significant influence is the power to participate in the financial and
operating policy decisions of the investee, but is not control or joint control over those policies.
The Group’s investments in an associate are stated in the consolidated statement of financial position at the Group’s
share of net assets under the equity method of accounting, less any impairment losses.
The Group’s share of the post-acquisition results and other comprehensive income of an associate is included in the
consolidated statements of profit or loss and other comprehensive income. In addition, when there has been a change
recognised directly in the equity of the associate, the Group recognises its share of any changes, when applicable, in the
consolidated statements of changes in equity. Unrealised gains and losses resulting from transactions between the Group and
its associate are eliminated to the extent of the Group’s investments in the associate, except where unrealised losses provide
evidence of an impairment of the assets transferred. Goodwill arising from the acquisition of the associate is included as part
of the Group’s investments in an associate.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at
its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair
value of the retained investment and proceeds from disposal is recognised in profit or loss.
Fair value measurement
The Group measures its wealth management products at fair value at the end of each reporting period. Fair value is
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell
the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a
principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market
must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market participants act in their economic best
interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use
the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
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All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines
whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level
input that is significant to the fair value measurement as a whole) at the end of each reporting period.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow
subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity
related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management personnel services
to the Group or to the parent of the Group.
Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress, are stated at cost less accumulated depreciation
and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any
directly attributable costs of bringing the asset to its working condition and location for its intended use.
Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and
maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the recognition
criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the asset as a
replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group
recognises such parts as individual assets with specific useful lives and depreciates them accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment
to its residual value over its estimated useful life. The principal annual rates used for this purpose are as follows:
Buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 years
Leasehold improvements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182-5 years
Electronic devices /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 years
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 years
Office equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 years
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Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated
on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the
depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end.
An item of property, plant and equipment including any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement
recognised in profit or loss in the year the asset is derecognised is the difference between the net sales proceeds and the
carrying amount of the relevant asset.
Construction in progress is stated at cost less any impairment losses, and is not depreciated. It is reclassified to the
appropriate category of property, plant and equipment when completed and ready for use.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The useful lives of intangible assets
are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortised over the useful
economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The
amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each
financial year end.
Software
Purchased software is stated at cost less any impairment losses and is amortised on the straight-line basis over its
estimated useful life of 10 years.
In-licensed commercialised drug
In-licensed commercialised drug is stated at cost less any impairment losses and is amortised on the straight-line basis
over its estimated economic life of 10 years.
Research and development costs
During the Relevant Periods, all research costs are charged to profit or loss as incurred.
Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can
demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention
to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of
resources to complete the project and the ability to measure reliably the expenditure during the development. Product
development expenditure which does not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease
if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and
leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing
the right to use the underlying assets.
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying asset
is available for use). Right-of-use assets are measured at cost, less accumulated depreciation and any impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount
of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement
date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter
of the lease terms and the estimated useful lives of the assets as follows:
Leasehold land /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 years
Plant and properties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 to 3 years
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments)
less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected
to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option
reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term
reflects the Group exercising the option to terminate the lease. The variable lease payments that do not depend on an
index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment
occurs.
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In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification,
a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a change
in an index or rate) or a change in assessment of an option to purchase the underlying asset.
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases (that is those leases that
have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also
applies the recognition exemption for leases of low-value assets to leases of office equipment that are considered to
be low value.
Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a
straight-line basis over the lease term.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost and fair value
through profit or loss (“ FVTPL ”).
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not
contain a significant financing component or for which the Group has applied the practical expedient of not adjusting the
effect of a significant financing component, the Group initially measures a financial asset at its fair value plus in the case
of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a
significant financing component or for which the Group has applied the practical expedient are measured at the transaction
price determined under IFRS 15 in accordance with the policies set out for “Revenue recognition” below.
In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive
income, it needs to give rise to cash flows that are solely payments of principal and interest (“ SPPI ”) on the principal amount
outstanding. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or
loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to
generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows,
selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business
model with the objective to hold financial assets in order to collect contractual cash flows, while financial assets classified
and measured at fair value through other comprehensive income are held within a business model with the objective of both
holding to collect contractual cash flows and selling. Financial assets which are not held within the aforementioned business
models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally established by
regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits to
purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method and are
subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or
impaired.
Financial assets at fair value through profit or loss
Financial assets at FVTPL are carried in the statement of financial position at fair value with net changes in
fair value recognised in profit or loss.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
 the rights to receive cash flows from the asset have expired; or
 the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and
either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has
neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control
of the asset.
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Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ ECLs ”) for all debt instruments not held at fair value
through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective
interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements
that are integral to the contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the
next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk
since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure,
irrespective of the timing of the default (a lifetime ECL).
At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased significantly
since initial recognition. When making the assessment, the Group compares the risk of a default occurring on the financial
instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial
recognition and considers reasonable and supportable information that is available without undue cost or effort, including
historical and forward-looking information. The Group considers that there has been a significant increase in credit risk when
contractual payments are more than 30 days past due.
The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain
cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the
Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements
held by the Group.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Financial assets at amortised cost are subject to impairment under the general approach and they are classified within
the following stages for measurement of ECLs except for trade receivables which apply the simplified approach as detailed
below.
Stage 1 – Financial instruments for which credit risk has not increased significantly since initial recognition and
for which the loss allowance is measured at an amount equal to 12-month ECLs
Stage 2 – Financial instruments for which credit risk has increased significantly since initial recognition but that
are not credit-impaired financial assets and for which the loss allowance is measured at an amount equal
to lifetime ECLs
Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased or originated
credit-impaired) and for which the loss allowance is measured at an amount equal to lifetime ECLs
Simplified approach
For trade receivables that do not contain a significant financing component or when the Group applies the practical
expedient of not adjusting the effect of a significant financing component, the Group applies the simplified approach in
calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but instead recognises a
loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based
on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as loans and borrowings or as payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs. Redemption liabilities are initially recognised at the net present value of
redemption amount.
The Group’s financial liabilities include trade and other payables, interest-bearing bank borrowings, amounts due to
related parties and redemption liabilities on ordinary shares.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost (trade and other payables, borrowings and redemption liabilities on ordinary
shares)
After initial recognition, trade and other payables, interest-bearing bank borrowings and redemption liabilities
on ordinary shares are subsequently measured at amortised cost, using the effective interest rate method unless the
effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in
profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process.
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Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance
costs in profit or loss.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition
of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is
recognised in profit or loss.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the specific identification
method and, in the case of finished goods. Net realisable value is based on estimated selling prices less any estimated costs
to be incurred to completion and disposal.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks, and short-term highly liquid
deposits with a maturity of generally within three months that are readily convertible into known amounts of cash, subject
to an insignificant risk of changes in value and held for the purpose of meeting short-term cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash at banks, and
short-term deposits as defined above.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss is
recognised outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting
period, taking into consideration interpretations and practices prevailing in the countries in which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of an asset or liability in a transaction that
is not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss and does not give rise to equal taxable and deductible temporary differences; and
 in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint
ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, and the carryforward of unused tax credits
and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carryforward of unused tax credits and unused tax
losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and
deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries, associates and joint
ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences
will reverse in the foreseeable future and taxable profit will be available against which the temporary
differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to
be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the
extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset
to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset
is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the
end of the reporting period.
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Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to
set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either
to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in
each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be
received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognised as
income on a systematic basis over the periods that the costs, for which it is intended to compensate, are expensed.
Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to profit
or loss over the expected useful life of the relevant asset by equal annual instalments.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods is transferred to the customers at an
amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which
the Group will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated
at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of
cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is
subsequently resolved.
The revenue from a licence is recognised over time if all of the following criteria are met:
(a) the contract requires, or the customer reasonably expects, that the entity will undertake activities that
significantly affect the intellectual property to which the customer has rights
(b) the rights granted by the licence directly expose the customer to any positive or negative effects of the entity’s
activities identified in (a); and
(c) those activities do not result in the transfer of a good or a service to the customer as those activities occur
Otherwise, revenue is recognised at a point in time when the customer obtains the control of the license.
Sale of pharmaceutical products
Revenue from the sale of pharmaceutical products is recognised at the point in time when control of the asset is
transferred to the customer, generally on delivery of the pharmaceutical products.
Collaboration arrangement
Revenue from licensing intellectual property is recognised at the point in time, when the control of the intellectual
property is transferred to the licensee and the licensee is reasonably able to use and benefit from the licensee, which includes
upfront non-refundable and non-monetary considerations, milestone considerations and sales-based royalties.
Upfront non-refundable and non-monetary considerations are recognised when the control of the intellectual property
is transferred to the licensee. While milestone considerations are recognised when it is highly probable that a significant
revenue reversal would not occur and measured at the most likely amount. Sales-based royalties are recognised at the later
of (i) when the related sales occur, and (ii) when the performance obligations to which some or all of the royalties have been
allocated have been satisfied (or partially satisfied).
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying the rate that exactly
discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when
appropriate, to the net carrying amount of the financial asset.
Contract liabilities
A contract liability is recognised when a payment is received or a payment is due (whichever is earlier) from a
customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the
Group performs under the contract (i.e., transfers control of the related goods or services to the customer).
Share-based payments
The Company operates share incentive schemes. Employees (including directors) of the Group receive remuneration
in the form of share-based payments, whereby employees render services in exchange for equity instruments (“ equity-settled
transactions ”). The cost of equity-settled transactions with employees is measured by reference to the fair value at the date
at which they are granted. The fair value is determined by an external valuer, further details of which are given in note 26
to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 330 ---
The cost of equity-settled transactions is recognised in employee benefit expense, together with a corresponding
increase in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense
recognised for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which
the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.
The charge or credit to profit or loss for a period represents the movement in the cumulative expense recognised as at the
beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value
of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of
equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any
other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service and/or performance conditions.
For awards that do not ultimately vest because non-market performance and/or service conditions have not been met,
no expense is recognised. Where awards include a market or non-vesting condition, the transactions are treated as vesting
irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service
conditions are satisfied.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had
not been modified, if the original terms of the award are met. In addition, an expense is recognised for any modification that
increases the total fair value of the share-based payments, or is otherwise beneficial to the employee as measured at the date
of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and
any expense not yet recognised for the award is recognised immediately.
Other employee benefits
Pension scheme
The employees of the Group’s subsidiaries which operate in Chinese mainland are required to participate in a central
pension scheme operated by the local municipal government. These subsidiaries are required to contribute a certain
percentage of their payroll costs to the central pension scheme. The contributions are charged to profit or loss as they become
payable in accordance with the rules of the central pension scheme.
Borrowing costs
Borrowing costs directly attributable to the construction or production of qualifying assets, i.e., assets that necessarily
take a substantial period of time to get ready for their intended use or sale, are capitalized as part of the cost of those assets.
The capitalization of such borrowing costs ceases when the assets are substantially ready for their intended use or sale. All
other borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of interest and other
costs that an entity incurs in connection with the borrowing of funds.
Events after the reporting period
If the Group receives information after the reporting period, but prior to the date of authorisation for issue, about
conditions that existed at the end of the reporting period, it will assess whether the information affects the amounts that it
recognises in its financial statements. The Group will adjust the amounts recognised in its financial statements to reflect any
adjusting events after the reporting period and update the disclosures that relate to those conditions in light of the new
information. For non-adjusting events after the reporting period, the Group will not change the amounts recognised in its
financial statements, but will disclose the nature of the non-adjusting events and an estimate of their financial effects, or a
statement that such an estimate cannot be made, if applicable.
Foreign currencies
The Historical Financial Information is presented in RMB, which is the Company’s functional currency. Each entity
in the Group determines its own functional currency and items included in the financial statements of each entity are
measured using that functional currency. Foreign currency transactions recorded by the entities in the Group are initially
recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies are translated at the functional currency rates of exchange ruling at the end of
the reporting period. Differences arising on settlement or translation of monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of
a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value
of the item (i.e., translation difference on the item whose fair value gain or loss is recognised in other comprehensive income
or profit or loss is also recognised in other comprehensive income or profit or loss, respectively).
The functional currencies of certain overseas subsidiaries are currencies other than RMB. As at the end of the
reporting period, the assets and liabilities of these entities are translated into RMB at the exchange rates prevailing at the
end of the reporting period and their statements of profit or loss and other comprehensive income are translated into RMB
at the exchange rates that approximate to those prevailing at the dates of the transactions.
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 331 ---
The resulting exchange differences are recognised in other comprehensive income and accumulated in the exchange
fluctuation reserve, except to the extent that the differences are attributable to non-controlling interests. On disposal of a
foreign operation, the cumulative amount in the reserve relating to that particular foreign operation is recognised in profit
or loss.
For the purpose of the consolidated statement of cash flows, the cash flows of overseas subsidiaries are translated into
RMB at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of overseas subsidiaries
which arise throughout the year are translated into RMB at the weighted average exchange rates for the year.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s Historical Financial Information requires management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying
disclosures. Uncertainty about these assumptions and estimates could result in outcomes that could require a material
adjustment to the carrying amounts of the assets or liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, apart
from those involving estimations, which have the most significant effect on the amounts recognised in the Historical
Financial Information.
Research and development costs
All research costs are charged to profit or loss as incurred. Costs incurred on each pipeline to develop new products
are capitalised and deferred in accordance with the accounting policy for research and development costs in note 2.3 to the
Historical Financial Information. Determining the amounts to be capitalised requires management to make judgments on the
technical feasibility of existing pipelines to be successfully commercialised and bring economic benefits to the Group.
Deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is
probable that taxable profit will be available against which the deductible temporary differences and the unused tax losses
can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and level of future taxable profits, together with future tax planning strategies.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting
period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year, are described below.
Accrual of research and development expenses
The Group relies on contract research organisations, clinical site management operators and clinical trial centres
(collectively referred as “ Outsourced Service Providers ”) to conduct, supervise, and monitor the Group’s ongoing clinical
trials. Determining the amounts of research and development expenses incurred up to the end of the reporting period requires
the management of the Group to estimate and measure the progress of receiving research and development services under
the contracts with Outsourced Service Providers using inputs such as number of patient enrolments, time elapsed and
milestones achieved.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than
inventories and financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher
of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is determined for an
individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or
groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to
profit or loss in the period in which it arises in those expense categories consistent with the function of the impaired asset.
An assessment is made at the end of each reporting period as to whether there is an indication that previously
recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable
amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there has
been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the
carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment loss been
recognised for the asset in the prior years. A reversal of such an impairment loss is credited to profit or loss in the period
in which it arises.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 332 ---
As of 31 December 2024 and 2025, no indicators of the impairment for such non-financial assets are identified
notwithstanding that the Group recorded a loss for the years end 31 December 2024 and 2025, since (i) the assets’ value have
not declined significantly, (ii) the assets are not obsolete or physically damaged; and (iii) the actual loss of the Group for
the years ended 31 December 2024 and 2025, is narrower than the estimated loss.
Fair value measurement for non-monetary consideration
The fair value of the non-monetary consideration received from the licensing revenue is determined using valuation
techniques and the Company uses its judgment to select a method and makes assumptions that are mainly based on market
conditions existing on the subscription date. Further details are included in note 5 to the Historical Financial Information.
Should any of the estimates and assumptions change, it may lead to a material change in the fair value of the non-monetary
consideration.
4. OPERATING SEGMENT INFORMATION
Operating segment information
For management purposes, the Group has only one reportable operating segment, which engages in development,
manufacturing and commercialisation of renal products. Since this is the only reportable operating segment of the Group,
no further operating segment analysis thereof is presented.
Geographical information
Since all of the Group’s revenue was derived from a customer located in Chinese mainland and nearly all of the
Group’s non-current assets were located in Chinese mainland, and therefore no geographical segment information is
presented in accordance with IFRS 8 Operating Segments .
Information about a major customer
All of revenue of RMB6,525,000 and RMB30,556,000 for the Relevant Periods was derived from the sale of
pharmaceutical products to a single customer, respectively.
5. REVENUE, OTHER INCOME AND OTHER GAINS/(LOSSES)
An analysis of revenue is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Revenue from contracts with customers
Revenue from the sale of pharmaceutical products – at a point in
time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,525 30,556
Performance obligations
Sale of pharmaceutical products
The performance obligation is satisfied upon delivery of the pharmaceutical products and payment is generally due
within 30 days from delivery.
Collaboration arrangement
In December 2025, the Group entered into a collaboration agreement (“ R1 Agreement ”) with R1 Therapeutics, Inc.
(“R1 Therapeutics ”) for development, manufacturing and otherwise exploiting AP306, a pan-phosphate transporter inhibitor
for hyperphosphatemia, outside Chinese mainland, Hong Kong, Macau and Taiwan. Pursuant to the R1 Agreement, the Group
was entitled to receive 13,253,968 unlisted class B common shares of R1 Therapeutics as upfront, non-monetary and
non-refundable consideration, and is also entitled to receive future milestone payments, which are contingent on future
events and represent variable consideration, further non-monetary consideration resulting from the anti-dilution protection
mechanisms designed to maintain 21.25% of the ownership of R1 Therapeutics (on a fully diluted basis) and tiered royalty
payments based on net sales in the relevant territories. As of 31 December 2025, the performance obligation of the
collaboration agreement has not been satisfied, with its fulfillment expected within one year. The Group recognised contract
liabilities of RMB67,074,000 which equaled to the fair value of class B common shares of R1 Therapeutics on the
subscription date. As of 31 December 2025, the issuance of these shares to the Group has been completed. The Group has
used the back-solve method to determine the underlying class B common shares value of R1 Therapeutics with reference to
the recent preferred share financing of R1 Therapeutics. Key assumptions as of the share subscription date are set out below:
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856.88%
Discount for lack of marketability /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821.9%
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.57%
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 333 ---
An analysis of other income and other (losses)/gains is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Other income
Consulting income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 –
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118570 1,432
Government grants (note a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,365 5,499
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118555 404
Total other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,534 7,335
Other (losses)/gains
Loss on disposal of items of property, plant and equipment /H1118/H1118/H1118/H1118 (3) (95)
Fair value gains on financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,945
Donations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(70) (749)
Net foreign exchange gains/(losses), net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851 (127)
Total other (losses)/gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22) 974
Note a: Government grants were received mainly as compensation for the operating activities of the Group. There
are no unfulfilled conditions or contingencies relating to these grants.
6. LOSS BEFORE TAX
The Group’s loss before tax is arrived at after charging/(crediting):
Y ear ended 31 December
Notes 2024 2025
RMB’000 RMB’000
Cost of inventories sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,541 16,079
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 5,872 38,536
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(a) 5,612 5,047
Amortisation of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 1,065 1,156
Lease payments not included in the measurement of lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(c) 641 267
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (3,365) (5,499)
Fair value gains on financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 – (1,945)
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 19,735
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838 40
Loss on disposal of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 39 5
Employee benefit expense (including directors’ and chief
executive’s remuneration (note 8) :
– Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 97,097 107,271
– Equity settled share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,900 260,761
– Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,434 13,559
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,431 381,591
7. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Interest on bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,569 19,523
Interest on redemption liabilities on ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,720 90,781
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118387 243
Total interest expense on financial liabilities not at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,676 110,547
Less: Interest capitalised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,298) –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,378 110,547
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 334 ---
8. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION
Directors’ and chief executive’s remuneration during the Relevant Periods, disclosed pursuant to the Listing Rules,
section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies (Disclosure of
Information about Benefits of Directors) Regulation, is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,256 12,992
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851 142
Equity-settled share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,900 195,420
Total emoluments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,207 208,554
Certain directors were granted restricted shares and share options, in respect of their services to the Group, under the
share incentive scheme of the Company, further details of which are set out in note 26 to the Historical Financial Information.
The fair values of such restricted shares and share options, which have been recognised in profit or loss over the vesting
period, was determined as at the date of grant and the amount included in the Historical Financial Information for the
Relevant Periods is included in the above directors’ and chief executive’s remuneration disclosures.
(a) Directors and the chief executive
Y ear ended 31 December 2024
Salaries,
allowances and
benefits in kind
Equity-settled
share-based
payments
Pension scheme
contributions Total remuneration
RMB’000 RMB’000 RMB’000 RMB’000
Director and chief executive officer:
Dr. Gavin Guoyao Xia (a) /H1118/H1118/H1118/H1118/H1118/H11183,241 13,988 – 17,229
Directors:
Jin Tian, M.D. (b) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,013 7,912 – 10,925
Ms. Wang Y un (c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,968 – 50 2,018
Dr. Zhang Huading (f) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 4–1 3 5
Dr. Jin Jiaqi (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Tian Ziwei (g) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Yining Zhao (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Marietta Hui WU (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Deng Liang (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Lu An (e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,015 7,912 51 12,978
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,256 21,900 51 30,207
Y ear ended 31 December 2025
Salaries,
allowances and
benefits in kind
Equity-settled
share-based
payments
Pension scheme
contributions Total remuneration
RMB’000 RMB’000 RMB’000 RMB’000
Director and chief executive officer:
Dr. Gavin Guoyao Xia (a) /H1118/H1118/H1118/H1118/H1118/H11183,326 77,269 – 80,595
Directors:
Jin Tian, M.D. (b) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,783 40,245 – 44,028
Ms. Wang Y un (c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,681 59,911 71 62,663
Dr. Zhang Huading (f) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,019 17,995 71 21,085
Dr. Tian Ziwei (g) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Yining Zhao (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Marietta Hui WU (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Deng Liang (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Lu An (e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Dr. Xu Runhong (h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 1–– 6 1
Dr. Zhui Chen (h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 1–– 6 1
Mr. Leung Chi Wai (h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 1–– 6 1
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,666 118,151 142 127,959
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,992 195,420 142 208,554
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 335 ---
There was no arrangement under which a director or the chief executive waived or agreed to waive any remuneration
during the Relevant Periods.
Notes:
(a) Dr. Gavin Guoyao Xia was appointed as a director of the Company with effect from May 2021 and was
re-appointed as an executive director of the Company with effect from October 2025.
(b) Jin Tian, M.D. was appointed as a director of the Company with effect from May 2021 and was re-appointed
as an executive director of the Company with effect from October 2025.
(c) Ms. Wang Y un was appointed as a director of the Company with effect from April 2024 and was re-appointed
as an executive director of the Company with effect from October 2025.
(d) Dr. Jin Jiaqi, Dr. Deng Liang, Dr. Marietta Hui WU and Dr. Yining Zhao were appointed as directors of the
Company with effect from April 2024. Dr. Jin Jiaqi has resigned as a director of the Company with effect from
August 2024. Dr. Deng Liang resigned as a director of the Company with effect from August 2025. Dr. Marietta
Hui WU and Dr. Yining Zhao resigned as directors of the Company with effect from October 2025.
(e) Dr. Lu An was appointed as a director of the Company with effect from August 2024 and was re-appointed as
a non-executive director of the Company with effect from October 2025.
(f) Dr. Zhang Huading was appointed as a director of the Company with effect from December 2024 and was
re-appointed as an executive director of the Company with effect from October 2025.
(g) Dr. Tian Ziwei was appointed as a director of the Company with effect from December 2024 and resigned as
a director of the Company with effect from October 2025.
(h) Dr. Xu Runhong, Dr. Zhui Chen and Mr. Leung Chi Wai were appointed as independent non-executive
directors of the Company with effect from October 2025.
9. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees during the Relevant Periods, included four and four directors, respectively, details
of whose remuneration are set out in note 8 above. In addition, included in the five highest paid employees for the year ended
31 December 2024 were two individuals being appointed as directors during the year. The total remuneration of these
individuals for the year ended 31 December 2024, including the remuneration in respect of their qualifying services as
directors, is comprised of salaries, allowance and benefits in kind of RMB5,873,000 and pension scheme contributions of
RMB141,000. Details of the remuneration for the remaining one highest paid employees who are neither a director nor chief
executive of the Company during the Relevant Periods and the six months ended 30 June 2024 and 2025 are as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,883 2,728
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871 71
Equity-settled share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 34,265
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,954 37,064
The number of non-director and non-chief executive highest paid employees whose remuneration fell within the
following bands is as follows:
Number of employees
Y ear ended 31 December
2024 2025
HK$3,000,001 to HK$3,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181–
HK$40,000,001 to HK$40,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811
During the year ended 31 December 2025, share options were granted to a non-director and non-chief executive
highest paid employee in respect of his services to the Group, further details of which are included in the disclosures in note
26 to the Historical Financial Information. The fair value of such options, which has been recognised in profit or loss over
the vesting period, was determined as at the date of grant and the amount included in the Historical Financial Information
for the Relevant Periods is included in the above non-director and non-chief executive highest paid employees’ remuneration
disclosures.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 336 ---
10. INCOME TAX
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions in which
members of the Group are domiciled and operate.
Hong Kong
The Group’s subsidiary in Hong Kong is subject to Hong Kong profits tax at a rate of 16.5%. No Hong Kong profits
tax was provided for as the Group did not generate any assessable profits arising in Hong Kong during the Relevant Periods.
United States of America
The entity in the State of Delaware is subject to Federal Tax at a rate of 21% and State of Delaware Profits Tax at
a rate of 8.7%. Operations in the United States of America have incurred net accumulated operating losses for income tax
purposes and no income tax provisions were recorded during the Relevant Periods.
Australia
Under the Treasury Law Amendment (Enterprise Tax Plan Base Rate Entitles) Bill 2017 of Australia, corporate entity
who qualified as a small business entity is eligible for the lower corporate tax rate at 25% during the Relevant Periods. The
subsidiary incorporated in Australia is qualified as a small business entity and is subject to the lower company income tax
rate on the estimated assessable profits.
Chinese mainland
The provision for PRC corporate income tax is based on the statutory rate of 25% of the assessable profits of certain
PRC subsidiaries of the Group as determined in accordance with the PRC Corporate Income Tax Law which was approved
and became effective on 1 January 2008, except for certain subsidiaries of the Group in Chinese mainland which are granted
tax concession and are taxed at preferential tax rates.
Pursuant to Caishui [2023] No. 12 “Circular of the Ministry of Finance, the State Administration of Taxation Issued
on the Tax Policies for Further Support the Development of Small Low-profit Enterprises and Self-employed Businesses”
(ʮѓ), Alebund Pharmaceuticals (Shanghai)
Co., Ltd., Alebund Pharmaceuticals Manufacturing (Y angzhou) Co., Ltd., Alebund Pharmaceuticals (Y angzhou) Co., Ltd.
and Shanghai Lichu Pharmaceutical Ltd, whose annual taxable income is less than RMB1,000,000 will be included in the
actual taxable income at 25%, based on which the enterprise income tax payable will be calculated at the reduced tax rate
of 20%. This policy has taken effect on 1 January 2023 and will expire on 31 December 2027.
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Current income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
A reconciliation of the tax expense applicable to loss before tax at the statutory tax rates for the jurisdictions in which
the Company and the majority of its subsidiaries are domiciled and/or operate to the tax expense at the effective tax rates,
and a reconciliation of the applicable rates (i.e., the statutory tax rates) to the effective tax rates, are as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(335,130) (751,819)
Tax at the statutory tax rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(83,783) (187,955)
Lower tax rates for specific jurisdiction or enacted by local
authority /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,623 2,277
Profits and losses attributable to an associate and a joint venture /H1118 (1) 705
Expenses not deductible for tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,347 89,137
Additional deductible allowance for qualified research and
development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,599) (24,955)
Tax losses and deductible temporary differences not recognised /H1118/H1118 84,413 120,791
Tax charge at the Group’s effective rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 337 ---
Deferred tax assets have not been recognised in respect of the following items:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Tax losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,023,352 1,498,084
Deductible temporary differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,950 61,304
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,064,302 1,559,388
The tax losses of the Company’s PRC entities will expire within five years. The tax losses of the Company’s other
subsidiaries can be carried forward indefinitely. The unrecognised deductible temporary differences are mainly related to
deferred income. No deferred tax asset has been recognised in respect of the tax losses and deductible temporary differences
as Group is not considered probable that taxable profits will be available against which the above items can be utilised.
For presentation purposes, certain deferred tax assets and liabilities have been offset in the statements of financial
position. The following is an analysis of the deferred tax balances of the Group for financial reporting purposes:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Gross deferred tax assets at end of the year – lease liabilities /H1118/H1118/H1118 1,407 1,019
Gross deferred tax liabilities at end of the year – right-of use
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,407) (1,019)
11. DIVIDENDS
No dividend was paid or declared by the Company during the Relevant Periods.
12. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic loss per share amounts is based on the loss attributable to ordinary equity holders of the
parent, and the weighted average numbers of ordinary shares outstanding after taking into account the retrospective
adjustments on the assumption that the conversion into joint stock company with limited liability as disclosed in note 25 to
the Historical Financial Information had been in effect on 1 January 2024.
The calculations of basic loss per share are based on:
Y ear ended 31 December
2024 2025
Loss
Loss attributable to ordinary equity holders of the parent, for the
purpose of calculating basic loss per share (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118(326,026) (750,038)
Shares
Weighted average number of ordinary shares outstanding during
the year used in the basic loss per share calculation /H1118/H1118/H1118/H1118/H1118/H1118/H1118271,599,672 244,209,896
Loss per share (basic) (RMB per share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1.20) (3.07)
No adjustment has been made to the basic loss per share amounts presented for the Relevant Periods in respect of a
dilution as the impact of redemption liabilities on ordinary shares and share options had an anti-dilutive effect on the basic
loss per share amounts presented.
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 338 ---
13. PROPERTY, PLANT AND EQUIPMENT
The Group
Buildings Machinery
Office
equipment
Electronic
devices
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 16,458 489 973 15,796 270,289 304,005
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118– (1,902) (179) (555) (6,456) – (9,092)
Net carrying amount /H1118 – 14,556 310 418 9,340 270,289 294,913
At 1 January 2024,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118– 14,556 310 418 9,340 270,289 294,913
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7 78 – 320,965 321,050
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118377,694 209,455 2,663 201 – (590,013) –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (3) – – (3)
Depreciation provided
during the year /H1118/H1118/H1118/H1118 – (1,671) (92) (283) (3,826) – (5,872)
At 31 December 2024,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118377,694 222,340 2,888 411 5,514 1,241 610,088
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118377,694 225,913 3,159 1,242 15,796 1,241 625,045
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118– (3,573) (271) (831) (10,282) – (14,957)
Net carrying amount /H1118 377,694 222,340 2,888 411 5,514 1,241 610,088
Buildings Machinery
Office
equipment
Electronic
devices
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118377,694 225,913 3,159 1,242 15,796 1,241 625,045
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118– (3,573) (271) (831) (10,282) – (14,957)
Net carrying amount /H1118 377,694 222,340 2,888 411 5,514 1,241 610,088
At 1 January 2025, net
of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118377,694 222,340 2,888 411 5,514 1,241 610,088
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142 60 19 32 354 24,914 25,521
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,244 7,958 1,565 69 – (23,836) –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (90) – (5) – – (95)
Depreciation provided
during the year /H1118/H1118/H1118/H1118(13,423) (21,519) (580) (209) (2,805) – (38,536)
At 31 December 2025,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118378,657 208,749 3,892 298 3,063 2,319 596,978
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118392,080 233,808 4,743 1,257 16,150 2,319 650,357
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118(13,423) (25,059) (851) (959) (13,087) – (53,379)
Net carrying amount /H1118 378,657 208,749 3,892 298 3,063 2,319 596,978
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 339 ---
The Company
Buildings Machinery
Office
equipment
Electronic
devices
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,893 96 176 3,841 270,185 276,191
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118– (76) (24) (84) (2,654) – (2,838)
Net carrying amount /H1118 – 1,817 72 92 1,187 270,185 273,353
At 1 January 2024, net
of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118– 1,817 72 92 1,187 270,185 273,353
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7 35 – 320,948 320,990
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118377,694 209,414 2,634 150 – (589,892) –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (22) – – (22)
Depreciation provided
during the year /H1118/H1118/H1118/H1118 – (284) (19) (71) (1,104) – (1,478)
At 31 December 2024,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118377,694 210,947 2,694 184 83 1,241 592,843
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118377,694 211,307 2,737 318 3,841 1,241 597,138
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118– (360) (43) (134) (3,758) – (4,295)
Net carrying amount /H1118 377,694 210,947 2,694 184 83 1,241 592,843
Buildings Machinery
Office
equipment
Electronic
devices
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118377,694 211,307 2,737 318 3,841 1,241 597,138
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118– (360) (43) (134) (3,758) – (4,295)
Net carrying amount /H1118 377,694 210,947 2,694 184 83 1,241 592,843
At 1 January 2025, net
of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118377,694 210,947 2,694 184 83 1,241 592,843
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143 83 16 31 – 24,822 25,095
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,244 7,934 1,552 14 – (23,744) –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (73) – – (73)
Depreciation provided
during the year /H1118/H1118/H1118/H1118(13,423) (20,132) (503) (66) (37) – (34,161)
At 31 December 2025,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118378,658 198,832 3,759 90 46 2,319 583,704
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118392,081 219,336 4,304 235 3,841 2,319 622,116
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118(13,423) (20,504) (545) (145) (3,795) – (38,412)
Net carrying amount /H1118 378,658 198,832 3,759 90 46 2,319 583,704
As at 31 December 2025, certain of the Group’s and the Company’s property, plant and equipment with a net carrying
amount of RMB503,687,000, were pledged to secure certain banking borrowings of the Group and the Company (note 21).
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 340 ---
14. LEASES
The Group as a lessee
The Group has lease contracts for various items of plant and properties and leasehold land used in its operations.
Lump sum payments were made upfront to acquire the leased land from the owners with lease periods of 30 years, and no
ongoing payments will be made under the terms of these land leases. Leases of plant and properties generally have lease
terms between 2 and 3 years. Generally, the Group is restricted from assigning and subleasing the leased assets outside the
Group.
(a) Right-of-use assets
The carrying amounts of right-of-use assets and the movements during the Relevant Periods are as follows:
The Group
Leasehold land Plant and properties Total
RMB’000 RMB’000 RMB’000
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,776 10,777 23,553
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(459) (5,153) (5,612)
Exchange rate fluctuation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–66
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118 12,317 5,630 17,947
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,057 3,057
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(459) (4,588) (5,047)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,858 4,099 15,957
The Company
Leasehold land
RMB’000
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,776
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(459)
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,317
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(459)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,858
At the end of each of the Relevant Periods, the Group’s and the Company’s leasehold land located in Y angzhou city
with a net carrying amount of RMB12,317,000 and RMB11,858,000, respectively, were pledged to secure banking
borrowings granted to the Group (note 21).
(b) Lease liabilities
The carrying amount of lease liabilities and the movements during the Relevant Periods are as follows:
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Carrying amount at the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,147 5,846
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,057
Accretion of interest recognised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118387 243
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,694) (5,052)
Exchange rate fluctuation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186–
Carrying amount at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,846 4,094
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,690 3,691
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,156 403
The maturity analysis of lease liabilities is disclosed in note 33 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 341 ---
(c) The amounts recognised in profit or loss in relation to leases are as follows:
The Group
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118387 243
Depreciation charge of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,612 5,047
Expense relating to short-term leases and low-value leases /H1118/H1118/H1118/H1118/H1118 641 267
Total amounts recognised in profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,640 5,557
(d) The total cash outflow for leases is disclosed in note 28 to the Historical Financial Information.
15. INTANGIBLE ASSETS
The Group
In-licensed
commercialised drug Software Total
RMB’000 RMB’000 RMB’000
31 December 2024
Cost at 1 January 2024, net of accumulated
amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,116 170 5,286
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,000 1,041 6,041
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,036) (29) (1,065)
Exchange rate fluctuation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125 – 125
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,205 1,182 10,387
At 31 December 2024 and at 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,376 1,245 11,621
Accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118 (1,171) (63) (1,234)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,205 1,182 10,387
31 December 2025
Cost at 1 January 2025, net of accumulated
amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,205 1,182 10,387
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,031) (125) (1,156)
Exchange rate fluctuation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(188) – (188)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,986 1,057 9,043
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,145 1,245 11,390
Accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118 (2,159) (188) (2,347)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,986 1,057 9,043
The Company
Software
RMB’000
31 December 2024
Cost at 1 January 2024, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,041
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,032
At 31 December 2024 and at 1 January 2025: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,041
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,032
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 342 ---
Software
RMB’000
31 December 2025
Cost at 1 January 2025, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,032
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(104)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118928
At 31 December 2025: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,041
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(113)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118928
16. INVESTMENTS IN AN ASSOCIATE
As at 31 December
2024 2025
RMB’000 RMB’000
Share of net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 63,366
Particulars of the associate are as follows:
Name
Particulars of issued
shares held
Place of registration and
business
Ownership
interest
attributable to
the Group Principal activities
R1 Therapeutics, Inc. /H1118/H1118/H1118Class B common
shares with
priority dividend
United States of
America
31.24% Research and
development
The investments in R1 Therapeutics represents the non-monetary consideration received related to the R1 Agreement.
The details of the transaction is set out in note 5 to the Historical Financial Information.
The following table illustrates the summarised financial information in respect of R1 Therapeutics adjusted for any
differences in accounting policies with the Group and reconciled to the carrying amount in the consolidated financial
statements of the Company:
As at
31 December
2025
RMB’000
Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118266,180
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,964)
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118260,216
Reconciliation to the Group’s interest in the associate:
Less: the holders of class A preferred shares of net assets of the associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(57,380)
Proportion of the Group’s ownership /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831.24%
Carrying amount of the investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,366
Loss and other comprehensive loss for the period from share subscription date to 31
December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,077)
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 343 ---
17. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Non-current:
Prepayment for equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,323 –
Rental deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,480 1,291
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,278 91,305
Other deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118600 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,681 92,596
Current:
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,370 9,748
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104 843
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118204 671
Deferred issue cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,021
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,678 17,283
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Non-current:
Prepayment for equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,323 –
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,673 86,624
Other deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118600 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,596 86,624
Current:
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118324 158
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 606
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118184 288
Deferred issue cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,021
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118519 7,073
The financial assets included in the above balances relate to receivables for which there was no recent history of
default and past due amounts. In addition, there is no significant change in the economic factors based on the assessment
of the forward-looking information, so the directors of the Company are of the opinion that the ECLs in respect of these
balances are minimal.
18. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
The Group and the Company
As at 31 December
2024 2025
RMB’000 RMB’000
Wealth management products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 145,460
The above wealth management products were issued by banks in Chinese mainland. They were mandatorily classified
as financial assets at fair value through profit or loss as their contractual cash flows are not solely payments of principal and
interest.
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 344 ---
19. CASH AND CASH EQUIV ALENTS AND TIME DEPOSITS
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118343,770 358,325
Time deposits with original maturity over three months (note (a)) /H1118 22,291 27,375
Denominated in
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118347,852 187,609
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,168 198,085
AUD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 –
HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118331,010 327,763
Time deposits with original maturity
of over three months (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,291 27,375
Denominated in
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118340,343 158,070
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,958 197,068
The RMB is not freely convertible into other currencies, however, under Chinese mainland’s Foreign Exchange
Control Regulations and Administration of Settlement, and Sale and Payment of Foreign Exchange Regulations, the Group
is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business.
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short term time deposits are made for
varying periods of between one day and three months depending on the immediate cash requirements of the Group, and earn
interest at the respective short term time deposit rates. The bank balances and time deposits are deposited with creditworthy
banks with no recent history of default.
Note:
(a) The above investments represent time deposits with initial term of over three months when acquired (including
three months) issued by commercial bank with annual return rate rating from 1.15% to 1.3% (2024: annual
return rate rating from 1.2% to 1.5%). None of these investments are past due or impaired. None of these
deposits are pledged.
20. TRADE AND OTHER PAYABLES
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Current:
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,880 67,767
Payroll payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,935 18,119
Tax payables other than profit tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,494 3,205
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,964 9,910
Payables for property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,384 49,619
Accrued listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20,317
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118199,657 168,937
Non-current:
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,595 1,936
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 345 ---
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Current:
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118951 33,005
Payroll payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118201 510
Tax payables other than profit tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118246 825
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,495 7,549
Payables for property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,710 49,620
Accrued listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20,317
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,603 111,826
Non-current:
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,595 1,936
An ageing analysis of the trade payables as at the end of the Relevant Periods, based on the invoice date, is as follows:
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,880 67,767
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118951 33,005
The trade payables are non-interest-bearing and are normally settled on 30 to 60 day terms.
21. INTEREST-BEARING BANK BORROWINGS
The Group
31 December 2024 31 December 2025
Note
Effective
interest rate Maturity
Effective
interest rate Maturity
(%) RMB’000 (%) RMB’000
Current
Bank loans —
unsecured /H1118/H1118 3.5%-3.8% 2025 28,000 –
Non-current
Bank loans —
secured /H1118/H1118/H1118 (a) 3.6%-3.95% 2027-2030 445,300 3.5%-4.2% 2027-2030 545,326
Total /H1118/H1118/H1118/H1118/H1118/H1118 473,300 545,326
As at 31 December
2024 2025
RMB’000 RMB’000
Analysed into:
Bank loans:
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,000 –
1 to 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400,000 545,326
Beyond five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,300 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118473,300 545,326
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 346 ---
The Company
31 December 2024 31 December 2025
Note
Effective
interest rate Maturity
Effective
interest rate Maturity
(%) RMB’000 (%) RMB’000
Non-current
Bank loans —
secured /H1118/H1118/H1118 (a) 3.6%-4.0% 2027-2030 445,300 3.5%-4.2% 2027-2030 545,326
Total /H1118/H1118/H1118/H1118/H1118/H1118 445,300 545,326
As at 31 December
2024 2025
RMB’000 RMB’000
Analysed into:
Bank loans:
1 to 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400,000 545,326
Beyond five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,300 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118445,300 545,326
Note:
(a) The Group’s and the Company’s bank facilities amounting to RMB800,000,000 during the Relevant Periods
of which RMB445,300,000 and RMB545,326,000 had been utilised as at 31 December 2024 and 31 December
2025, which are secured by the Shanghai Alebund Pharmaceuticals Limited and certain of the buildings,
machineries, and a land use right of the Company located in Y angzhou city. The bank borrowings were also
pledged by a 50% equity interest in Alebund Pharmaceuticals (Jiangsu) Limited held by Alebund
Pharmaceuticals (Hong Kong) Limited in 2023 which were cancelled in 1 March 2024. The bank borrowings
are subject to a covenant that requires the Company to maintain a gearing ratio less than 90%. The covenant
is tested when the Group needs to apply for the new loans.
22. CONTRACT LIABILITIES
As at 31 December
2024 2025
RMB’000 RMB’000
Amounts received in advance for R1 Agreement (note 5) /H1118/H1118/H1118/H1118/H1118/H1118 – 67,074
Amounts received in advance for the sale of products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – 127
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 67,201
23. DEFERRED INCOME
As at 31 December
2024 2025
RMB’000 RMB’000
Government grants related to assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,305 49,195
The Group received government grants of RMB28,461,000 and RMB13,479,000 from local government to subsidise
the Group’s purchase of property, plant and equipment during the years ended 31 December 2024 and 2025, respectively.
The Group recorded the grants as deferred income in non-current liabilities, which is recognised as other income on a
straight-line basis over the expected useful lives of the related assets.
24. REDEMPTION LIABILITIES ON ORDINARY SHARES
Following the unwinding of the red-chip holding structure in April 2024, the Company issued 2,845,424 series A
shares, 3,271,347 series A+ shares, 5,054,130 series B shares, 3,545,560 series B+ shares, 1,256,574 series Pre-C shares with
a par value of USD1.00 per share to several independent investors for a cash consideration of USD3.0458 per share,
USD6.2585 per share, USD11.8715 per share, USD15.2302 per share and USD16.3550 per share, respectively.
In December 2024, the Company issued 3,751,716 series C shares with a par value of USD1.00 per share to several
independent investors for a cash consideration of RMB115.2806 per share.
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 347 ---
The key terms of the shares are summarised as follows:
(a) General redemption rights
Upon occurrence of the following events, the shares shall be redeemable by the Company at the option of the
shareholders:
(i) The Company fails to achieve a qualified IPO or qualified overall sale of the Company before 30 June
2030;
(ii) any founder of the Company terminates his business relationship with the Group or ceases to hold any
interest in the Group, directly or indirectly;
(iii) any founder of the Company (1) breaches any of its undertakings, agreements, obligations or other
terms under the transaction documents; (2) causes a material loss to the Group; (3) misappropriation or
theft of funds or assets of the Group or (4) infringement of patents, know-how or other intellectual
property rights of the Group;
(iv) any subsidiary seriously violates its commitments, agreements, obligations or other terms under the
transaction documents, causing significant losses to the Group.
The redemption amount is calculated as the sum of the original issue price of the shares, plus interest from the
date of the initial investment by the then investors to Alebund Biotech Inc. calculated at an annual simple interest rate
of 8% of the original investment principal plus any dividends declared but unpaid.
(b) Liquidation preferences
In the event of any liquidation, dissolution, winding up of the Company or deemed liquidation event, holders
of the shares shall be entitled to be paid out of the funds and assets available for distribution to the members of the
Company, an amount per share equal to the original issue price for each series equity share at 10% interest rate per
annum, plus any dividends declared but unpaid thereon in the sequence as follows:
(1) series C shares
(2) series Pre-C shares
(3) series B+ shares
(4) series B shares
(5) series A+ shares
(6) series A shares
(c) Anti-dilution right
If the Company increases its paid-in capital at a price lower than the price paid by the investors on a per paid-in
capital basis, the investors have a right to require the Company to issue additional paid-in capital for nil consideration
to the investors or receive cash compensation, so that the total amount paid by the investors divided by the total
amount of paid-in capital obtained is equal to the price per paid-in capital in the new issuance.
Presentation and classification
The Group had consistently recognised redemption liabilities on ordinary shares measured at amortised cost as not
all redemption events are within the control of the Company. Any changes in the carrying amount of the financial liabilities
were recorded to profit or loss.
The Company did not have any contractual obligation to the investors before April 2024 and no redemption liabilities
were recognised before April 2024 since that Alebund Biotech Inc., the former ultimate parent of the Company, rather than
the Company, issued series A, A+, B, B+ and pre-C shares to the investors before April 2024 and the Company issued such
shares to the same investors after the completion of the unwinding of the red-chip holding structure.
Redemption liabilities on ordinary shares as at 31 December 2024 are classified as current liabilities as the redemption
events can be triggered at any time. Pursuant to the supplemental shareholders’ agreement dated on 26 September 2025, the
general redemption rights granted to the shareholders, which were redeemable by the Company, were irrevocably terminated
and the redemption liabilities on ordinary shares were credited to other reserve.
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 348 ---
The movements of redemption liabilities on ordinary shares of the Company are set out as follows:
RMB’000
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Issue of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,405,040
Interest payable incurred on behalf of Alebund Biotech Inc. (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118279,870
Accretion of interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,720
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,712,630
Issue of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118172,500
Accretion of interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,781
Termination of redemption liabilities on ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,975,911)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Note:
(a) Pursuant to the terms of the shareholders’ agreements, the interest calculation period begins when the funding
from series A to Pre-C round investors was transferred to Alebund Biotech Inc..
25. PAID-IN CAPITAL/SHARE CAPITAL
The Company was incorporated in May 2021 with an initial registered capital of USD30,000,000. For the change of
paid-in capital before the Relevant Periods, please refer to the section headed “History, Development and Corporate
Structure” in the Prospectus.
A summary of movements in the Company’s paid-in capital/share capital during the Relevant Periods is as follows:
Number of ordinary
shares
Paid-in capital/
share capital
RMB’000
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 195,597
Capital reduction (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A (175,905)
Capital injection (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 133,923
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 153,615
Capital injection (b) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 38,172
Conversion into a joint stock company (c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118258,000,000 66,213
Capital injection (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,096,831 25,097
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118283,096,831 283,097
Notes:
(a) In April 2024, Alebund Pharmaceuticals (Hong Kong) Limited reduced USD26,980,000 paid-in capital of the
Company. In 2024, certain third-party investors subscribed USD18,813,000 paid-in capital, with RMB133,923,000
and RMB1,280,794,000 credited to the Company’s paid-in capital and capital reserve, respectively.
(b) From January to August 2025, certain investors subscribed USD5,324,000 paid-in capital, with RMB38,172,000 and
RMB162,612,000 credited to the Company’s paid-in capital and capital reserve, respectively.
(c) Pursuant to the shareholders’ resolutions and the promoters’ agreement dated 30 September 2025, the shareholders
of the Company agreed to convert the Company into a joint stock company with limited liability. The net assets of
the Company as of the conversion base date were converted into 258,000,000 ordinary shares at RMB1.00 each. The
excess of the net assets converted over the nominal value of the ordinary shares was credited to the Company’s capital
reserve. Upon the completion of registration with the Administration of Market Regulation of Y angzhou City on 10
October 2025, the Company was converted into a joint stock company with limited liability under PRC Company
Law.
(d) In October 2025, the Company completed its crossover financing and raised additional RMB335,000,000 by issuing
25,096,831 number of shares with no redemption features at a price of RMB13.35 per share, with RMB25,097,000
and RMB309,903,000 credited to the Company’s share capital and capital reserve, respectively.
26. SHARE-BASED PAYMENTS
Alebund Cayman restricted shares
On 15 April 2021, Alebund Biotech Inc. (“ Alebund Cayman ”), the former ultimate parent of the Company, granted
313,346 restricted shares to two directors of Alebund Cayman at a purchase price of USD0.0001 per share. 156,674 restricted
shares shall vest immediately and 156,672 restricted shares shall vest as to one-third of the total number of restricted shares
on the first anniversary of the vesting commencement date, and the remaining two-thirds (2/3) of the total number of the
restricted shares shall vest upon each successive monthly anniversary for the next 24 months following first anniversary of
the vesting commencement date.
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 349 ---
On 5 July 2021, Alebund Cayman granted 203,513 restricted shares of Alebund Cayman to two directors of the
Company at a purchase price of USD0.0001 per share. Such restricted shares shall vest as to 25% of the total number of
restricted shares on the first anniversary of the vesting commencement date, and the remaining restricted shares shall vest
upon each successive monthly anniversary for the next 36 months following first anniversary of the vesting commencement
date.
On 30 June 2023, Alebund Cayman granted 315,000 restricted shares of Alebund Cayman to two directors of the
Company at a purchase price of USD0.0001 per share. Such restricted shares shall vest as to 25% of the total number of
restricted shares on the first anniversary of the vesting commencement date, and the remaining restricted shares shall vest
upon each successive monthly anniversary for the next 36 months following first anniversary of the vesting commencement
date.
All these restricted shares were vested before or immediately upon completion of the unwinding of the red-chip
holding structure in April 2024 and the underlying shares granted under the Cayman plan transferred to the ordinary shares
of the Company.
The fair values of the restricted shares as at the grant date were determined with reference to the fair value of ordinary
shares on the grant date, using a back-solve method. Major inputs used for the determination of the fair value of ordinary
shares are listed as follows:
15 April 2021 5 July 2021 30 June 2023
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855.24% 52.84% 60.88%
Dividend yield /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180% 0% 0%
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.13% 0.95% 4.23%
Fair value per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118117.44 125.59 154.22
2025 Share Option Plan
In August 2025, the shareholders of the Company approved and adopted a share option plan (“ 2025 Share Option
Plan ”) to attract and retain talents of the Company. On 29 August 2025, the Company granted 3,943,401 (before joint
conversion) share options to certain directors and employees through share platforms, of which 3,165,916 share options with
exercise price ranges from USD0.18 to USD2.84 per share shall vest immediately upon grant and 777,485 share options with
exercise price of USD3.00 per share shall vest 12 months after the date of successful initial public offering of the Company.
No share options were exercised during the Relevant Periods.
The fair values of the share options as at the grant date were determined by a binomial model, taking into account
the terms and conditions upon which the options were granted. Major inputs used for the determination of the fair value of
share options are listed as follows:
29 August 2025
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858.83%
Dividend yield /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180%
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.82%
Fair value per share option /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873.96-92.84
During the years ended 31 December 2024 and 2025, share-based payment compensation expenses of
RMB21,900,000 and RMB260,761,000 were charged to profit or loss, respectively.
27. RESERVES
The Group
The amounts of the Group’s capital reserve and other reserves and the movements therein for the Relevant Periods
are presented in the consolidated statement of changes in equity.
(a) Capital reserve
The capital reserve of the Group represents the difference between the paid-in capital/share capital and the
consideration received and the difference between the aggregate of the then net assets of the non-controlling interests
acquired and the consideration paid by the Group.
(b) Share-based payment reserve
The share-based payment reserve represents the equity-settled share awards as set out in note 26 to the Historical
Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 350 ---
(c) Other reserves
Other reserves of the Group represent the impact of redemption features of the ordinary shares as stipulated in note
24 to the Historical Financial Information, the effect of acquisition of subsidiaries under common control, the effect of share
of other reserve of an associate and the effect of deemed contribution from a related party.
The Company
Capital reserve
Share-based
payment reserve Other reserves
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 9,228 (26,344) (17,116)
Total comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (264,488) (264,488)
Deemed contribution from a
related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,000 – 1,000
Capital reduction /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (16,326) – (16,326)
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,280,794 – – – 1,280,794
Recognition of redemption
liabilities on ordinary shares /H1118/H1118 – – (1,681,712) – (1,681,712)
Acquisition of subsidiaries under
common control /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (627,117) – (627,117)
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,280,794 – (2,314,927) (290,832) (1,324,965)
Total comprehensive loss for the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (424,087) (424,087)
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118472,51 5––– 472,515
Recognition of redemption
liabilities on ordinary shares /H1118/H1118 – – (172,500) – (172,500)
Termination of redemption
liabilities on ordinary shares /H1118/H1118 – – 1,975,911 – 1,975,911
Conversion into a joint stock
company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(616,550) – – 550,337 (66,213)
Share-based payment
compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 260,761 – – 260,761
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H11181,136,759 260,761 (511,516) (164,582) 721,422
28. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
(a) Major non-cash transactions
During the Relevant Periods, the Group had non-cash additions to right-of-use assets of nil and RMB3,057,000, and
non-cash additions to lease liabilities of nil, RMB3,057,000, respectively, in respect of lease arrangements for plant and
properties.
During the year ended 31 December 2025, the Group recognised contract liabilities of RMB67,074,000 in exchange
for the subscription for 13,253,968 class B common shares in R1 Therapeutics.
(b) Changes in liabilities arising from financing activities
Interest-
bearing bank
borrowings
Lease
liabilities
Amounts due
to a related
party
Other
payables to
investors
Redemption
liabilities on
ordinary
shares
Accrued
listing expense
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118173,455 11,147 877,275 80,134 – –
Changes from financing cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118285,477 (5,694) (496,272) 33,064 – –
Deemed contribution from a
related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (381,003) – – –
Interest payable incurred on
behalf of Alebund Biotech
Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 279,870 –
Issue of ordinary shares /H1118/H1118/H1118/H1118 –––– 1,405,040 –
Transfer to share capital and
capital reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (73,198) – –
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,569 387 – – 27,720 –
Exchange rate fluctuation /H1118/H1118/H1118 –6––––
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 351 ---
Interest-
bearing bank
borrowings
Lease
liabilities
Amounts due
to a related
party
Other
payables to
investors
Redemption
liabilities on
ordinary
shares
Accrued
listing expense
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118472,501 5,846 – 40,000 1,712,630 –
Changes from financing cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,032 (5,052) – (40,000) – (1,548)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,05 7––––
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,523 243 – – 90,781 –
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 19,735
Deferred issue costs /H1118/H1118/H1118/H1118/H1118/H1118––––– 6,021
Changes from operating cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (3,891)
Recognition of redemption
liabilities on ordinary
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 172,500 –
Termination of redemption
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (1,975,911) –
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118545,056 4,09 4––– 20,317
(c) Total cash outflow for leases
The total cash outflow for leases included in the consolidated statements of cash flows is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Within operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118641 267
Within financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,694 5,052
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,335 5,319
29. COMMITMENTS
(a) The Group had the following contractual commitments at the end of the Relevant Periods:
As at 31 December
2024 2025
RMB’000 RMB’000
Buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,412 1,869
Plant and machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,533 2,489
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,945 4,358
30. RELATED PARTY TRANSACTIONS
(a) Significant related party transactions:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Loans to related parties:
AleyuanGX Limited (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,196 –
Y angzhou Liyue Consulting Management Partnership
(Limited Partnership) (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,196 5
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 352 ---
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Interest income from loans to related parties:
Dr. Gavin Guoyao Xia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115 61
Jin Tian, M.D. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111891 61
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118206 122
Note a: AleyuanGX Limited and Y angzhou Liyue Consulting Management Partnership (Limited Partnership) are
controlled by Dr. Gavin Guoyao Xia.
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Settlements of loans to related parties:
AleyuanGX Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,196
Dr. Gavin Guoyao Xia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560 3,129
Jin Tian, M.D. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,000 2,851
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,560 13,176
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Debt waived by a related party:
Alebund Biotech Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118352,980 –
Acquisition of subsidiaries under common control:
Alebund Biotech Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118373,620 –
Loans from a related party:
Alebund Biotech Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,554 –
Repayments of loans to a related party:
Alebund Biotech Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118528,826 –
Due to the acquisition of subsidiaries under common control, the difference between the debt waived by Alebund
Biotech Inc. and the consideration paid to Alebund Biotech Inc. was debited to other reserve.
(b) Outstanding balances with related parties:
As at 31 December
2024 2025
RMB’000 RMB’000
Non-trade:
Amounts due from related parties:
Dr. Gavin Guoyao Xia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,068 –
Jin Tian, M.D. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,790 –
AleyuanGX Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,196 –
Y angzhou Liyue Consulting Management Partnership (Limited
Partnership) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,054 5
Trade:
Contract liabilities:
R1 Therapeutics, Inc. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 67,074
The balances with related parties are unsecured and non-interest-bearing, except for the balances with Dr. Gavin
Guoyao Xia and Jin Tian, M.D. with interest rate of 3.55% and 3.85% per annum during the Relevant Periods. Amounts due
from related parties are non-trade in nature. Amount due from Y angzhou Liyue Consulting Management Partnership (Limited
Partnership) was settled in February 2026.
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 353 ---
The Group has assessed the expected loss rate for amounts due from related parties by considering the financial
position and credit history of these related parties and assessed that the expected credit loss is minimal.
(c) Compensation of key management personnel of the Group:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,803 22,251
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118282 325
Equity-settled share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,900 234,933
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,985 257,509
Further details of directors’ and the chief executive’s emoluments are included in note 8 to the Historical Financial
Information.
31. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at the end of each of the Relevant Periods
are as follows:
Financial assets at fair value
As at 31 December
2024 2025
RMB’000 RMB’000
Financial assets at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 145,460
Financial assets at amortised cost
As at 31 December
2024 2025
RMB’000 RMB’000
Amounts due from related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,054 5
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118865 –
Financial assets included in prepayments, other receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,388 2,805
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118343,770 358,325
Time deposits with original maturity over three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,291 27,375
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118382,368 388,510
Financial liabilities at amortised cost
As at 31 December
2024 2025
RMB’000 RMB’000
Financial liabilities included in trade and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118199,823 149,549
Redemption liabilities on ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,712,630 –
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118473,300 545,326
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,385,753 694,875
32. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Management has assessed that the fair values of cash and cash equivalents, time deposits with original maturity over
three months, trade receivables, amounts due from related parties, financial assets included in prepayments, other receivables
and other assets, redemption liabilities on ordinary shares and financial liabilities included in trade and other payables
approximate to their carrying amounts largely due to the short-term maturities of these instruments.
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 354 ---
The Group’s finance department headed by the finance director is responsible for determining the policies and
procedures for the fair value measurement of financial instruments. At each reporting date, the finance department analyses
the movements in the values of financial instruments and determines the major inputs applied in the valuation. The valuation
is reviewed and approved by the head of finance.
The fair values of the financial assets are included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale. The following methods and
assumptions were used to estimate the fair values:
The Group invests in financial assets at FVTPL, which represent wealth management products issued by banks. The
fair values are based on cash flows discounted using the expected yield rate.
The fair values of the interest-bearing bank borrowings have been calculated by discounting the expected future cash
flows using rates currently available for instruments with similar terms, credit risk and remaining maturities. The changes
in fair value as a result of the Group’s own non-performance risk for interest-bearing bank borrowings as at the Relevant
Periods were assessed to be insignificant.
Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:
Assets measured at fair value:
As at 31 December 2025
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable inputs
(Level 2)
Significant
unobservable
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 145,460 – 145,460
During the Relevant Periods, there were no transfers of fair value measurements between Level 1 and Level 2 and
no transfers into or out of Level 3 for both financial assets and financial liabilities.
33. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise bank borrowings, cash and short term deposits and financial
assets at fair value through profit or loss. The main purpose of these financial instruments is to raise finance for the Group’s
operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which
arise directly from its operations.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, credit risk
and liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are
summarised below.
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long term debt
obligations with a floating interest rate.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other
variables held constant, of the Group’s profit before tax (through the impact on floating rate borrowings) and the Group’s
equity.
Increase/(decrease) in
basis points
(Decrease)/Increase
in profit before tax
(Decrease)/Increase
in equity
RMB’000 RMB’000
Y ear ended 31 December 2024
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 655 655
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50) (655) (655)
Y ear ended 31 December 2025
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 715 715
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50) (715) (715)
Foreign currency risk
The Group has transactional currency exposures. Such exposures arise from currencies other than the units’ functional
currencies.
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 355 ---
The following table demonstrates the sensitivity at the end of each of the Relevant periods to a reasonably possible
change in the USD exchange rates, with all other variables held constant, of the Group’s loss before tax and the Group’s
equity.
Increase/(decrease) in
rate of foreign
currency
Increase/(decrease) in
profit before tax
Increase/(decrease) in
equity
% RMB’000 RMB’000
Y ear ended 31 December 2024
If RMB weakens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5) 947 (947)
If RMB strengthens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (947) 947
Y ear ended 31 December 2025
If RMB weakens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5) 9,853 (9,853)
If RMB strengthens against USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (9,853) 9,853
Credit risk
The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who
wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on
an ongoing basis and the Group’s exposure to bad debts is not significant.
The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents, time deposits with
maturity over three months and other receivables, arises from default of the counterparty, with a maximum exposure equal
to the carrying amounts of these instruments.
Since the Group trades only with recognised and creditworthy third parties, there is no requirement for collateral.
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management of the
Group to finance the operations and mitigate the effects of fluctuations in cash flows.
The maturity profile of the Group’s financial liabilities as at the end of the Relevant Periods, based on the contractual
undiscounted payments, is as follows:
Within 1 year
or on demand 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,869 2,194 – 6,063
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118181,228 18,595 – 199,823
Redemption liabilities on ordinary
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,712,630 – – 1,712,630
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118 45,657 455,736 46,094 547,487
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,943,384 476,525 46,094 2,466,003
Within 1 year
or on demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
31 December 2025
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,768 404 4,172
Financial liabilities included in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118147,613 1,936 149,549
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,117 629,366 648,483
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118170,498 631,706 802,204
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as a going
concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’ value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and
the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may adjust the dividend
payment to shareholders, return capital to shareholders or issue new shares. The Group is not subject to any externally
imposed capital requirements, except for a covenant of the bank borrowings that requires the Company to maintain a gearing
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 356 ---
ratio less than 90%. As at 31 December 2025, the Company’s gearing ratio was 43%, in compliance with this covenant. No
changes were made in the objectives, policies or processes for managing capital during the years ended the Relevant Periods.
The gearing ratio is calculated by dividing total liabilities by total assets.
34. EVENTS AFTER THE RELEV ANT PERIODS
There were no significant events occurred after the Relevant Periods.
35. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Group or any of the companies now comprising the Group
in respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 357 ---
The following information does not form part of the Accountants’ Report from Ernst & Young,
Certified Public Accountants, Hong Kong, the Company’ s reporting accountants, as set out in
Appendix I to this prospectus, and is included for information purposes only. The unaudited pro
forma financial information should be read in conjunction with the section headed “Financial
Information” in this prospectus and the Accountants’ Report set out in Appendix I to this
prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets of
the Group prepared in accordance with Rule 4.29 of the Rules Governing the Listing of Securities
on the Stock Exchange of Hong Kong Limited and with reference to Accounting Guideline 7
Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars issued by
the Hong Kong Institute of Certified Public Accountants is to illustrate the effect of the Global
Offering on the consolidated net tangible assets of the Group attributable to owners of the Company
as 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
has been prepared for illustrative purposes only and, because of its hypothetical nature, it may not
provide a true picture of the consolidated net tangible assets attributable to owners of the Company
had the Global Offering been completed as at 31 December 2025 or at any future date.
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
attributable to
owners of the
Company as at
31 December
2025
Unaudited pro forma
adjusted consolidated net
tangible assets attributable
to owners of the Company
per share as at
31 December 2025
RMB’000 RMB’000 RMB’000 RMB HKD
(Note 1) (Note 2) (Note 3) (Note 4)
Based on offer price HKD22.60
per offer share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118494,200 1,046,149 1,540,349 4.53 5.21
Notes:
(1) The consolidated net tangible assets of the Group attributable to equity holders of the Company as at 31 December
2025 was equal to the net assets attributable to owners of the Company as at 31 December 2025 of RMB503,243,000
after deducting of intangible assets of RMB9,043,000 as at 31 December 2025 set out in the Accountants’ Report in
Appendix I to this prospectus.
(2) The estimated net proceeds from the Global Offering are based on an Offer Price of HKD22.60, after deduction of
the underwriting fees and other listing related expenses payable by the Company (excluding listing expense of
RMB19,735,000 that have been charged to profit or loss during the Relevant Periods) and does not take into account
any Shares which may be issued upon the exercise of the Over-allotment Option.
(3) The unaudited pro forma adjusted consolidated net tangible assets per Share is arrived at after adjustments referred
in note 2 above and on the basis of 339,852,231 Shares in issue, assuming that the Global Offering have been
completed on 31 December 2025 but does not take into account any Shares which may be issued pursuant to the
exercise of the Over-allotment Option.
(4) For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets, the balances stated
in RMB are converted into HKD at the rate of RMB1.00 to HKD1.1504. No representation is made that the Hong
Kong dollar amounts have been, could have been or may be converted to Renminbi, or vice versa, at that rate.
(5) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets to reflect any
trading results or other transactions of the Group entered into subsequent to 31 December 2025.
(6) The property interests valued in the property valuation report as set out in Appendix III to this prospectus represented
the properties of the Group. The above unaudited pro forma statement of adjusted net tangible assets does not take
into account the surplus arising from the revaluation of the Group’s property interests. Revaluation surplus has not
been recorded in the Historical Financial Information of the Group and will not be recorded in the consolidated
financial statements of the Group in the future periods as the Group’s property, plant and equipment and right-of-use
assets are stated at cost less accumulated depreciation and impairment losses, if any. If the valuation surplus were
recorded in the Group’s financial statements, additional annual depreciation of approximately RMB1,524,000 would
be charged against the profit or loss in the future periods.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 358 ---
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
Ernst & Young
27/F , One T aikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
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To the Directors of Alebund Pharmaceuticals (Jiangsu) Limited
We have completed our assurance engagement to report on the compilation of unaudited pro
forma financial information of Alebund Pharmaceuticals (Jiangsu) Limited (the “ Company ”) and
its subsidiaries (hereinafter collectively referred to as the “ Group ”) by the directors of the
Company (the “ Directors ”) for illustrative purposes only. The unaudited pro forma financial
information consists of the unaudited pro forma consolidated net tangible assets as at 31 December
2025, and related notes as set out on page II-1 of the prospectus dated 18 June 2026 issued by the
Company (the “ Unaudited Pro Forma Financial Information ”). The applicable criteria on the
basis of which the Directors have compiled the Unaudited Pro Forma Financial Information are
described in Part A of Appendix II to the prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the global offering of shares of the Company on the Group’s financial
position as at 31 December 2025 as if the transaction had taken place at 31 December 2025. As part
of this process, information about the Group’s financial position, has been extracted by the
Directors from the Group’s financial statements for the year ended 31 December 2025, on which an
accountants’ report has been published.
Directors’ responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial Information
in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “ Listing Rules ”) and with reference to Accounting Guideline
(“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars
issued by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA ”).
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of Ethics
for Professional Accountants 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 1 Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related
Services Engagements which requires the firm to design, implement and operate a system of quality
management including policies or procedures regarding compliance with ethical requirements,
professional standards and applicable legal and regulatory requirements.
Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing
Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do
not accept any responsibility for any reports previously given by us on any financial information
used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to
those to whom those reports were addressed by us at the dates of their issue.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 359 ---
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus issued by the HKICPA. This standard requires that the
reporting accountants plan and perform procedures to obtain reasonable assurance about whether
the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with
paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any reports
or opinions on any historical financial information used in compiling the Unaudited Pro Forma
Financial Information, nor have we, in the course of this engagement, performed an audit or review
of the financial information used in compiling the Unaudited Pro Forma Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the Prospectus is
solely to illustrate the impact of the global offering of shares of the Company on unadjusted
financial information of the Group as if the transaction had been undertaken at an earlier date
selected for purposes of the illustration. Accordingly, we do not provide any assurance that the
actual outcome of the transaction would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial
Information has been properly compiled on the basis of the applicable criteria involves performing
procedures to assess whether the applicable criteria used by the Directors in the compilation of the
Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the
significant effects directly attributable to the transaction, and to obtain sufficient appropriate
evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the Unaudited Pro Forma Financial Information reflects the proper application of those
adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to the
reporting accountants’ understanding of the nature of the Group, the transaction in respect of which
the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement
circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma
Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled on the basis
stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Ernst & Y oung
Certified Public Accountants
Hong Kong
18 June 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 360 ---
The following is the text of a letter and a valuation certificate prepared for the purpose of
incorporation in this prospectus received from AVISTA V aluation Advisory Limited, an independent
valuer , in connection with its valuation as at 31 March 2026 of the property interests held by the
Company.
Suites 2401-06, 24/F, Everbright Centre, 108 Gloucester Road,
Wan Chai, Hong Kong
剥取忑娼἗嫕婉
:  +852 3702 7338                         :  +852 3914 6388
18 June 2026
The Board of Directors
Alebund Pharmaceuticals (Jiangsu) Limited ( ᓿԞᔼᖹ(Ϫᘽ)ʮ̡)
Building 7, No. 7 Jinzhuang Road, Gaoxin District, Hanjiang District, Y angzhou City, Jiangsu
Province, the PRC
Dear Sirs/Madams,
INSTRUCTIONS
In accordance with the instructions of Alebund Pharmaceuticals (Jiangsu) Limited ( ᓿԞᔼᖹ
(Ϫᘽ)ʮ̡) (the “ Company ”) for us to carry out the valuation of the property interests
(the “ Property ”) located in the People’s Republic of China (the “ PRC”) held by the Company, we
confirm that we have carried out inspection, 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 value of the Property as at 31 March 2026 (the “ Valuation Date ”).
BASIS OF V ALUATION AND V ALUATION STANDARDS
Our valuation is carried out on a market value basis, which is defined by the Royal Institution
of Chartered Surveyors 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 an arm’ s length transaction,
after proper marketing and where the parties had each acted knowledgeably, prudently and without
compulsion ”.
In valuing the Property, we have complied with all the requirements set out 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 “ Listing Rules ”), the RICS V aluation – Global Standards 2024
published by the Royal Institution of Chartered Surveyors (“ RICS ”) and the International V aluation
Standards published from time to time by the International V aluation Standards Council.
V ALUATION ASSUMPTIONS
Our valuation of the Property excludes an estimated price inflated or deflated by special terms
or circumstances such as atypical financing, sale and leaseback arrangement, special considerations
or concessions granted by anyone associated with the sale, or any element of special value or costs
of sale and purchase or offset for any associated taxes.
APPENDIX III PROPERTY V ALUATION REPORT
– III-1 –


--- page 361 ---
No allowance has been made in our report for any charges, mortgages or amounts owing on
any of the Property valued nor for any expenses or taxation which may be incurred in effecting a
sale. Unless otherwise stated, it is assumed that the Property is free from encumbrances, restrictions
and outgoings of an onerous nature, which could affect their values.
In the course of our valuation of the Property in the PRC, we have relied on the advice given
by the Company and its legal adviser, being Zhong Lun Law Firm (הthe “ PRC
Legal Adviser ”), regarding the titles to the Property.
In valuing the Property, we have relied on a legal opinion regarding the Property provided by
the PRC Legal Adviser dated 18 June 2026 (the “ PRC Legal Opinion ”). Unless otherwise stated,
the Company has legally obtained the land use rights of the Property.
No environmental impact study has been ordered or made. Full compliance with applicable
national, provincial and local environmental regulations and laws is assumed.
V ALUATION METHODOLOGY
In valuing the Property, due to the nature of the buildings and structures of the subject
property, there are no market sales comparables readily available. We have valued the property
interests on the basis of their depreciated replacement cost. Depreciated replacement cost is defined
as “ the current cost of replacing an asset with its modern equivalent asset less deduction for
physical deterioration and all relevant forms of obsolescence and optimization ”. It is based on an
estimation of the market value for the existing use of the land, plus the current cost of replacement
(reproduction) of the building, including the improvements, less deductions for physical
deterioration and all relevant forms of obsolescence and optimization.
TITLE INVESTIGATION
We have been provided with copies of documents in relation to the title of the Property in the
PRC. Where possible, we have examined the original documents to verify the existing title to the
Property in the PRC and any material encumbrance that might be attached to the Property or any
tenancy amendment. All documents have been used for reference only and all dimensions,
measurements and areas are approximate. In the course of our valuation, we have relied
considerably on the PRC Legal Opinion given by the PRC Legal Adviser, concerning the validity
of the title of the Property in the PRC.
SITE INVESTIGATION
We have inspected the exteriors and, where possible, the interior of the subject property. The
site inspection was carried out on 16 September 2025 by Bobby Chan (Assistant Manager). He is
a chartered surveyor and has more than 5 years of experience in valuation of properties in the PRC.
In the course of our inspection, we did not note any serious defects. However, we have not
carried out an investigation on site to determine the suitability of ground conditions and services
for any development thereon, nor have we conducted structural surveys to ascertain whether the
subject property is free of rot, infestation, or any other structural defects. Additionally, no tests have
been carried out on any of the utility services. Our valuation has been prepared on the assumption
that these aspects are satisfactory. We have further assumed that there is no significant pollution or
contamination in the locality which may affect any future developments.
SOURCE OF INFORMATION
Unless otherwise stated, we shall rely to a considerable extent on the information provided to
us by the Company, the PRC Legal Adviser, or other professional advisors on such matters as
statutory notices, planning approvals, zoning, easements, tenures, completion date of buildings,
development proposal, identification of the property, particulars of occupation, site areas, floor
areas, matters relating to tenure, tenancies and all other relevant matters.
APPENDIX III PROPERTY V ALUATION REPORT
– III-2 –


--- page 362 ---
We have had no reason to doubt the truth and accuracy of the information provided to us by
the Company. We have also sought confirmation from the Company that no material factors have
been omitted from the information supplied. We consider that we have been provided with sufficient
information to reach an informed view and we have no reason to suspect that any material
information has been withheld.
We have not carried out detailed measurements to verify the correctness of the areas in respect
of the property but have assumed that the areas shown on the title 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.
LIMITING CONDITION
Wherever the content of this report is extracted and translated from the relevant documents
supplied in Chinese context and there are discrepancies in wordings, those parts of the original
documents will take prevalent.
CURRENCY
Unless otherwise stated, all monetary amounts stated in this report are in Renminbi (RMB).
Our valuation certificate is attached below.
Y ours faithfully,
For and on behalf of
A VISTA Valuation Advisory Limited
Vincen t C B Pang
MRICS CF A FCP A FCP A Australia
RICS Registered V aluer
Managing Partner
Note: Mr. Vincen t C B Pang is a member of Royal Institution of Chartered Surveyors (RICS) and a registered valuer of
RICS. He has over 10 years’ experience in valuation of properties including Hong Kong, the PRC, the U.S., and East
and Southeast Asia.
APPENDIX III PROPERTY V ALUATION REPORT
– III-3 –


--- page 363 ---
V ALUATION CERTIFICATE
Property interests held for owner occupation by the Company in the PRC
No. Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
31 March 2026
RMB
1. No. 7 Jinzhuang
Road, Gaoxin
District, Y angzhou
City, Jiangsu
Province, the PRC
(౮ψ̹
୿༩7໮)
The property comprises sixteen 1-
to 6-storey industrial buildings,
with a total gross floor area of
approximately 53,711.52 sq.m.
The property was held for owner
occupation as at the V aluation
Date.
As advised by the Company, the
property was completed in 2024.
The property is located at No. 7
Jinzhuang Road of Y angzhou City,
with approximately 16.0 km to
Y angzhou Railway Station and 55.2
km to Y angzhou Taizhou
International Airport.
The land use rights of the property
have been granted for a term
expiring on 21 November 2051 for
industrial use.
The property was
occupied by the
Company as at the
V aluation Date.
422,780,000
(100% interest
attributable to the
Company: 422,780,000)
Notes:
1. Pursuant to a Land Use Rights Grant Contract — 3210272021CR0032 dated 8 November 2021 between
Y angzhou Municipal Bureau of Planning and Natural Resources ( ౮ψ̹஝ྌձІ್༟๕҅) and Alebund
Biopharmaceuticals (Jiangsu) Co., Ltd. (ᔼᖹ(Ϫᘽ)ʮ̡,“ Alebund Biopharmaceuticals ”),
which is now renamed to Alebund Pharmaceuticals (Jiangsu) Limited ( ᓿԞᔼᖹ(Ϫᘽ)ʮ̡, the
“Company ”), the land use rights of a parcel of land with a site area of approximately 70,740.00 sq.m. have
been granted to the Company for a term of 30 years for industrial use at a total land premium of approximately
RMB13,369,860.
As revealed from the aforesaid contract, the property is subject to the following material development
conditions:
Permitted Use /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: Industrial
Plot Ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: /H113501.0 and /H113492.0
Height Restriction /H1118/H1118/H1118/H1118/H1118/H1118: /H1134924m
Site Coverage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: /H1135040% and /H1134950%
Greening Rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: /H1135010% and /H1134915%
2. Pursuant to 16 Real Estate Ownership Certificates issued by the Y angzhou Municipal Bureau of Planning and
Natural Resources ( ౮ψ̹஝ྌձІ್༟๕҅), the land use rights and the building ownership of the property
have been vested in the Company, with the details as follows:
No. Certificate No. Land Usage
Building
Usage Expiry Date Site Area
Gross
Floor Area
(sq.m.) (sq.m.)
1 /H1118/H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061421
Industrial Industrial 21 November 2051 70,740.00 5,861.40
2 /H1118/H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061419
Industrial Industrial 21 November 2051 70,740.00 1,587.84
3 /H1118/H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061444
Industrial Industrial 21 November 2051 70,740.00 7,986.87
4 /H1118/H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061453
Industrial Industrial 21 November 2051 70,740.00 6,324.29
APPENDIX III PROPERTY V ALUATION REPORT
– III-4 –


--- page 364 ---
No. Certificate No. Land Usage
Building
Usage Expiry Date Site Area
Gross
Floor Area
(sq.m.) (sq.m.)
5 /H1118/H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061443
Industrial Industrial 21 November 2051 70,740.00 16,298.13
6 /H1118/H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061416
Industrial Industrial 21 November 2051 70,740.00 6,226.57
7 /H1118/H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061451
Industrial Industrial 21 November 2051 70,740.00 3,896.65
8 /H1118/H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061445
Industrial Industrial 21 November 2051 70,740.00 2,960.74
9 /H1118/H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061452
Industrial Industrial 21 November 2051 70,740.00 117.03
10 /H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061447
Industrial Industrial 21 November 2051 70,740.00 662.13
11 /H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061449
Industrial Industrial 21 November 2051 70,740.00 662.13
12 /H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061430
Industrial Industrial 21 November 2051 70,740.00 805.48
13 /H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061418
Industrial Industrial 21 November 2051 70,740.00 150.67
14 /H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061450
Industrial Industrial 21 November 2051 70,740.00 75.55
15 /H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061457
Industrial Industrial 21 November 2051 70,740.00 24.40
16 /H1118Su (2025) Y ang Zhou Shi
Bu Dong Chan Quan Di
No. 0061446
Industrial Industrial 21 November 2051 70,740.00 71.64
Total:/H1118 53,711.52
3. As advised by the Company, the details of the property are set out as below:
Classification Usage Gross Floor Area
(sq.m.)
Property interests held for owner occupation by the
Company in the PRC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Industrial
Ancillary
53,460.90
250.62
Total: 53,711.52
4. We have been provided with the PRC Legal Opinion, which contains, inter alia, the following: –
a. The Company has legally and validly obtained the land use rights and the building ownership of the
property under the terms of the Real Estate Ownership Certificates;
b. The land use rights of the property have been pledged to Bank of China Limited Y angzhou Branch ( ʕ
ʮ̡౮ψʱБ); and
c. The property has not been subjected to any other encumbrances.
5. Our valuation has been made on the following basis and analysis:
In our valuation of the land use rights, we have considered and analyzed 3 land sale comparables in the
vicinity. The site values of the land sales range from RMB294 to RMB295 per sq.m. for industrial use. The
unit rate adopted in the valuation is consistent with the unit rates of the relevant comparables after due
adjustments in terms of location, time and size, etc.
Regarding the building portion, the current replacement cost of the building is assessed by determining the
construction cost of a modern substitute building with the same service capacity as the building which is being
valued. The adjusted replacement costs range from RMB4,100 per sq.m. to RMB10,100 per sq.m. for industrial
buildings and RMB10,000 per sq.m. to RMB13,000 per sq.m. for ancillary buildings based on our research of
the local construction costs. The replacement cost adopted in the valuation is consistent with the findings of
our research.
APPENDIX III PROPERTY V ALUATION REPORT
– III-5 –


--- page 365 ---
This Appendix contains a summary of the principal provisions of the Company’s Articles of
Association. The major objective of this Appendix is to provide potential investors with an
overview of the Company’s Articles of Association, and therefore it may not contain all the
information that may be important to potential investors.
SHARES AND REGISTERED CAPITAL
Shares of the Company shall take the form of share certificates.
The shares of the Company shall be issued in accordance with the principles of openness,
fairness and justice. Each share of the same class shall carry the same rights.
Shares of the same class and the same issuance shall be issued on the same conditions and at
the same price. Any entity or individual shall pay the same price for each of the Shares it/he/she
subscribes issued in the same offering.
INCREASE, REDUCTION, REPURCHASE AND TRANSFER OF SHARES
Increase and Reduction of Shares
Based on its operation and development needs, in accordance with the relevant laws and
regulations, and subject to the separate resolutions of the general meeting, the Company may
increase its capital by any of the following ways:
(i) public issuance of shares;
(ii) non-public issuance of shares;
(iii) distribution of bonus shares to existing Shareholders;
(iv) conversion of capital reserve into share capital;
(v) other means permitted by laws, administrative regulations and the securities regulatory
rules of the place where the shares of the Company are listed.
The Company may reduce its registered capital. The reduction of registered capital shall
comply with the procedures stipulated in the Company Law and other relevant regulations as well
as the Articles of Association.
Repurchase of Shares
The company shall not purchase its shares. However, the following circumstances are
excluded:
(i) reduction of the Company’s registered capital;
(ii) mergers with another company holding shares of the Company;
(iii) use of shares for employee shareholding scheme or equity incentives;
(iv) Shareholders who object to resolutions of the general meeting on merger or division of
the Company requesting the Company to purchase their shares;
(v) use of shares for conversion of corporate bonds issued by the Company which are
convertible into shares;
(vi) where it is necessary for the Company to preserve its value and Shareholders’ interest.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-1 –


--- page 366 ---
Where the Company purchases its shares under the circumstances set forth in items (i) and (ii)
above, the purchase shall be resolved at a general meeting. Where the Company purchases its shares
under the circumstances set forth in items (iii), (v) and (vi) above, a resolution thereon may,
pursuant to the securities regulatory rules of the place where the shares of the Company are listed,
be resolved at a Board meeting that is attended by more than two-thirds of the Directors according
to the provisions of the Articles of Association.
After purchasing the company’s shares, the company shall fulfill its information disclosure
obligations in accordance with the Securities Law, the regulations of the stock exchange where the
company’s stocks are listed, and other securities regulatory rules.
With respect to domestic listed shares, upon the purchase of its shares by the Company
pursuant to the above provisions, under the circumstance set forth in item (i), such shares shall be
cancelled within 10 days from the day of purchase; under the circumstances set forth in items (ii)
and (iv), such shares shall be transferred or cancelled within six months; under the circumstances
set forth in items (iii), (v) and (vi), the total number of shares held by the Company shall not exceed
10% of the total issued shares of the Company, and shall be transferred or cancelled within three
years.
The Company may purchase its own shares by the centralized trading or by any other means
recognized by the laws, administrative regulations, the CSRC and the stock exchange(s) of the place
where the shares of the Company are listed.
Transfer of Shares
Shares of the Company that were issued prior to a public issue shall not be transferred within
one year from the date on which shares of the Company are listed and traded on stock exchange.
Directors and senior management of the Company shall report to the Company their holdings
of shares of the Company and the changes thereof. During their term of office determined at the
time of taking office, the shares transferred by any of them each year shall not exceed 25% of the
total shares of the Company held by them. The above personnel shall not transfer the shares of the
Company held by them within 6 months after the expiry of their term of office. If laws,
administrative regulations or the securities regulatory authority where the company’s shares are
listed have other provisions on matters related to the restrictions on the transfer, such provisions
shall prevail.
Where Directors, senior management and Shareholders holding 5% or above shares of the
Company sell the shares of the Company or other securities with an equity nature within 6 months
after purchasing the same, or purchase the shares of the Company or other securities with an equity
nature as held within 6 months after selling the same, the earnings arising therefrom shall belong
to the Company, and the Board of the Company shall recover such earnings. However, the
restriction shall not be applicable to a securities company holding 5% or above of the shares of the
Company as a result of its purchase of the remaining unsold shares underwritten by it and other
circumstances stipulated by the securities regulatory department of the place where the company’s
shares are listed.
SHAREHOLDERS AND GENERAL MEETINGS
Shareholders
The Company shall establish a register of members with the evidence provided by the
securities registration authority. The register of members shall be sufficient evidence of the holding
of the shares of the Company by the Shareholders. Shareholders shall enjoy the rights and assume
the obligations according to the class of the shares they hold. Shareholders holding the same class
of shares shall enjoy the same rights and assume the same obligations.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-2 –


--- page 367 ---
Shareholders of the Company shall enjoy the following rights:
(i) to receive dividends and other distributions in proportion to the shares they hold;
(ii) to request, convene, hold, attend or appoint a proxy to attend general meetings and
exercise the corresponding voting rights in accordance with laws;
(iii) to supervise, present suggestions on or make inquiries about the operations of the
Company;
(iv) to transfer, gift or pledge the shares it holds in accordance with laws, administrative
regulations, securities regulatory rules of the place where the company’s shares are listed
and regulations of the Articles of Association;
(v) to inspect and copy the Articles of Association, register of members, minutes of general
meetings, resolutions of Board meetings, resolutions of financial reports; Shareholders
who meet the statutory requirements may inspect the Company’s accounting books and
accounting vouchers;
(vi) in the event of termination or liquidation of the Company, to participate in the
distribution of the remaining property of the Company in proportion with the number of
shares held by them;
(vii) to require the Company to purchase their shares in the event of an objection to the
resolutions of the general meeting on merger or division of the Company;
(viii) to enjoy other rights stipulated by laws, administrative regulations, departmental rules,
the securities regulatory rules of the place where the shares of the Company are listed
and regulations of the Articles of Association.
If any resolution of a general meeting or the Board is in violation of the laws or administrative
regulations, Shareholders shall have the right to request the People’s court to invalidate the said
resolution. If the convening procedures and voting method of the general meetings or Board
meetings are in violation of the laws, administrative regulations or the Articles of Association or if
the contents of any resolution are in breach of the Articles of Association, Shareholders shall have
the right to request the People’s court to revoke such resolution within 60 days from the date on
which the resolution is approved. However, unless there are only minor defects in the convening
procedures or voting methods of the general meeting or the Board, which have no material impact
on the resolution.
Shareholders of the Company shall assume the following obligations:
(i) to abide by the laws, administrative regulations and the Articles of Association;
(ii) to pay capital contribution as per the shares subscribed for and the method of
subscription;
(iii) not to return Shares unless prescribed otherwise in laws and regulations;
(iv) not to abuse Shareholders’ rights to impair the interests of the Company or other
shareholders; not to abuse the independent status of the juridical person or Shareholders’
limited liabilities to impair the interests of the creditors of the Company;
(v) to assume other obligations prescribed by the laws, administrative regulations, the
securities regulatory rules of the place where the shares of the Company are listed and
the Articles of Association.
Shareholders of the Company who abuse their Shareholders’ rights and thereby cause loss on
the Company or other Shareholders shall be liable for loss compensation according to the laws.
Where Shareholders of the Company abuse the Company’s position as an independent juridical
person and the limited liabilities of Shareholders for the purposes of evading repayment of debts,
thereby materially impairing the interests of the creditors of the Company, such Shareholders shall
be jointly and severally liable for the debts owed by the Company.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-3 –


--- page 368 ---
General Provisions for General Meeting
The general meeting of the Company is composed of all shareholders. The general meeting is
the organ of authority of the Company and shall exercise the following duties and powers in
accordance with laws:
(i) to elect and replace Directors and to determine matters relating to the remuneration of
the Directors;
(ii) to consider and approve the reports of the Board;
(iii) to consider and approve the profit distribution plan and loss recovery plans of the
Company;
(iv) to resolve on the increase or reduction of the registered capital of the Company;
(v) to resolve on the issue of corporate bonds;
(vi) to resolve on the merger, division, dissolution, liquidation or change in corporate form
of the Company;
(vii) to amend the Articles of Association;
(viii) to resolve on the appointment and dismissal of accounting firms by the Company;
(ix) to consider and approve the guarantee issues specified in the Articles of Association;
(x) to consider matters relating to the purchase and sale of material assets by the Company
within one year, where such assets are valued at more than 30% of the Company’s most
recent audited total assets;
(xi) to consider and approve matters relating to changes in the use of proceeds;
(xii) to consider share incentive scheme and employee shareholding scheme;
(xiii) to consider other matters to be resolved by the general meeting as required by laws,
administrative regulations, departmental rules, the securities regulatory rules of the
place where the shares of the Company are listed and regulations of the Articles of
Association.
The general meeting may authorize the Board to make resolutions on the issuance of corporate
bonds.
The following provision of external guarantees by the Company is subject to the consideration
and approval of the general meeting:
(i) any guarantee after the total amount of the external guarantees provided by the Company
and its holding subsidiaries exceeding 50% of the latest audited net assets;
(ii) any guarantee after the total amount of the external guarantees provided by the Company
exceeding 30% of the latest audited total assets;
(iii) the amount of the guarantees provided by the Company within one year exceeding 30%
of the latest audited total assets;
(iv) any guarantee to be provided to a recipient of such security whose asset to liability ratio
is over 70%;
(v) any single guarantee with an amount exceeding 10% of the latest audited net assets;
(vi) any guarantee provided to Shareholders, de facto controllers, and their related parties
(Excluding the Company and its holding subsidiaries);
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-4 –


--- page 369 ---
(vii) any guarantees required by relevant laws and administrative regulations, securities
regulatory rules of the place where the shares of the Company are listed and the Articles
of Association.
The general meetings are classified into annual general meetings and extraordinary general
meetings. The annual general meetings shall be convened once a year within six months from the
end of the previous fiscal year.
The Company shall convene an extraordinary general meeting within two months from the
date of occurrence of any of the following circumstances:
(i) when the number of directors falls short of the statutory number specified in the
Company Law or is less than two-thirds of the number specified in the Articles of
Association;
(ii) when the uncovered loss of the Company reaches one-third of its total paid-up share
capital;
(iii) upon written request(s) by shareholder(s) individually or collectively holding 10% or
above of the shares of the Company;
(iv) when the Board deems it necessary;
(v) when the Audit Committee proposes such a meeting be held;
(vi) other circumstances required by the laws, administrative regulations, departmental rules,
securities regulatory rules of the place where the shares of the Company are listed or the
Articles of Association.
If the extraordinary general meeting is convened in response to the securities regulatory rules
of the place where the company’s shares are listed, the actual date of the extraordinary general
meeting may be adjusted according to the approval progress of the stock exchange(s) of the place
where the shares of the Company are listed.
Summoning of General Meetings
The Board shall convene the general meeting on time within the specified period. Subject to
the consent of more than half of the independent non-executive directors, the independent
non-executive directors have the right to propose to the Board to convene an extraordinary general
meeting. With regard to the proposal made by the independent non-executive directors for
convening an extraordinary general meeting, the Board shall, in accordance with the laws,
administrative regulations, securities regulatory rules of the place where the shares of the Company
are listed and the Articles of Association, provide a written response indicating whether it agree or
disagree to convene the extraordinary general meeting within 10 days upon receipt of the proposal.
Where the Board agrees to convene the general meeting, a notice of convening such meeting shall
be issued within 5 days after the resolution of the Board is made. Where the Board does not agree
to convene the extraordinary general meeting, it shall provide reasons and notify all shareholders
in an appropriate manner.
The Audit Committee proposes to the Board to convene an extraordinary general meeting,
such proposal shall be made in writing to the Board. The Board shall, in accordance with laws,
administrative regulations and the Articles of Association, give a written reply on whether or not
it agrees to convene the extraordinary general meeting within 10 days upon receipt of the proposal.
Where the Board agrees to convene the general meeting, a notice of convening such meeting
shall be issued within 5 days after the resolution of the Board is made. Any change to the original
proposal in the notice shall be subject to the approval of the Audit Committee.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-5 –


--- page 370 ---
Where the Board does not agree to convene the extraordinary general meeting or fails to reply
within 10 days after receipt of the proposal, it shall be deemed to be unable to perform or fail to
perform the duty of convening the general meeting, and the Audit Committee may convene and
preside over the meeting by itself.
Shareholders who individually or jointly hold more than 10% of the Company’s shares are
entitled to request the Board to convene an extraordinary general meeting and such requisition shall
be made in writing to the Board. The Board shall, in accordance with laws, administrative
regulations, securities regulatory rules of the place where the shares of the Company are listed, and
the Articles of Association, give a written reply on whether or not it agrees to convene the
extraordinary general meeting within 10 days upon receipt of the requisition.
Where the Board agrees to convene the general meeting, a notice of convening such meeting
shall be issued within 5 days after the resolution of the Board is made. Any change to the original
requisition in the notice shall be subject to the approval of relevant shareholders.
Where the Board does not agree to convene the extraordinary general meeting or fails to reply
within 10 days after receipt of the requisition, shareholders who individually or jointly hold more
than 10% of the Company’s shares propose the Audit Committee to convene the extraordinary
general meeting, such requisition shall be made in writing to the Audit Committee.
Where the Audit Committee agrees to convene the general meeting, a notice of convening
such meeting shall be issued within 5 days after receipt of the requisition. Any change to the
original requisition in the notice shall be subject to the approval of relevant shareholders.
If the Audit Committee fails to issue the notice of the meeting within the specified period, it
shall be deemed that the Audit Committee does not convene and preside over the general meeting.
Shareholders who individually or jointly hold more than 10% of the Company’s shares for more
than 90 consecutive days may convene and preside over the general meeting by themselves.
If the general meeting is convened by the Audit Committee or shareholders on their own, it
shall notify the Board in writing. Before the announcement of the resolution of the general meeting,
the shareholding of shareholders who convene the meeting shall not be less than 10%.
Where the Audit Committee or the shareholders convene a general meeting on their own, the
necessary expenses incurred thereof shall be borne by the Company. The Board and the board
secretary will cooperate. The Board will provide the register of members as of the record date for
equity.
Proposal and Notice of General Meetings
When the Company convenes a general meeting, the Board, the Audit Committee and
shareholders who individually or jointly hold more than 1% of the Company’s shares shall be
entitled to put forward proposals to the Company.
Shareholders who individually or jointly hold more than 1% of the Company’s shares may
submit provisional proposals in writing to the convener 10 days prior to the convening of the
general meeting. The convener shall issue a supplementary notice of the general meeting within 2
days upon receipt of the proposals to announce the contents of the provisional proposal and submit
the provisional proposals to the general meeting for consideration, however, except for the
provisional proposals that violates the requirements of the laws, administrative regulations or the
Articles of Association, or are not within the terms of reference of the general meeting.
Except as provided in the preceding paragraph, the convener shall not change the proposals
set out in the notice of the general meeting or add any new proposal after the said notice is served.
Proposals not set out in the notice of the general meeting or not complying with the Articles
of Association shall not be voted on or resolved at the general meeting.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-6 –


--- page 371 ---
The convener shall notify all shareholders at least 20 days prior to the convention of an annual
general meeting, or at least 15 days prior to the convention of an extraordinary general meeting.
Where the laws, administrative regulations or listing rules of the place where the Company’s shares
are listed provide otherwise, such rules shall prevail. The Company shall not include the date of
convention of meeting into the calculation of starting time.
Notice of the general meeting shall contain:
(i) the date, venue and duration of the meeting;
(ii) matters and proposals submitted for consideration at the meeting;
(iii) a clear statement that: each shareholder is entitled to attend the general meeting in
person, or appoint one or more proxies who need not be shareholders of the Company,
to attend and vote on his/its behalf;
(iv) the date of record for the determination of shareholders who are entitled to attend the
general meeting;
(v) name and telephone number of permanent contact person;
(vi) time and procedures for voting online or by other means.
Convening of General Meetings
All shareholders whose names appear on the register of members on the record date or their
proxies are entitled to attend the general meeting and exercise their voting rights in accordance with
the relevant laws, regulations, securities regulatory rules of the place where the shares of the
Company are listed, and the Articles of Association, unless individual shareholders are required to
abstain voting from individual matter as stipulated by the securities regulatory rules of the place
where the shares of the Company are listed.
Shareholders may attend a general meeting in person, or may appoint a proxy to attend and
vote on his/her behalf.
An individual shareholder that attends the meeting in person shall produce his or her own
identity card or other valid documents or proof evidencing his or her identity. If he or she appoints
a proxy to attend the meeting on his or her behalf, the proxy shall produce his or her own valid proof
of identity and the power of attorney issued by the shareholder.
Shareholder who is a corporation shall attend and vote at a meeting by its legal representative
or a proxy appointed by the legal representative. If the legal representative attends the meeting, he
or she shall produce his or her own identity card and a valid proof of his or her legal representative
status. If a proxy has been appointed to attend the meeting, such proxy shall present his or her own
identity card and the power of attorney issued by the legal representative of the shareholder as a
corporation, except for shareholder who is a recognized clearing house and its nominees as defined
in the relevant ordinances in force from time to time under the laws of Hong Kong or the securities
regulatory rules of the place where the shares of the Company are listed. If such corporate
shareholder has appointed a proxy to attend the meeting in accordance with the provisions of the
Articles of Association, it shall be deemed to be present in person.
If the shareholder is a recognized clearing house or its nominees, it may authorize one or more
persons it deems fit to act as its representative at any general meeting or any meeting of creditors;
however, if more than one person is so authorized, the power of attorney shall specify the number
and class of shares in respect of which each such person is so authorized. A person so authorized
may exercise rights on behalf of the recognized clearing house (or its nominees) (no shareholding
voucher, notarized authorization and/or further evidence of the duly authorization is required), as
if such person is an individual shareholder of the Company.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-7 –


--- page 372 ---
The power of attorney issued by a shareholder to appoint a proxy to attend any general
meeting shall contain the following:
(i) name of the shareholder, and the number and class of shares;
(ii) name of the proxy;
(iii) instructions for voting for, against or abstaining from voting on each matter to be
considered on the agenda of general meeting;
(iv) the date of issuance and term of validity of the power of attorney;
(v) the signature (or seal) of the shareholder. In the case of a corporate shareholder, the seal
of the juridical person shall be affixed.
If the power of attorney is signed by other personnel authorized by consignor, the power of
attorney for authorized signature or other authorization documents should be certified by a notary.
The power of attorney or other authorization documents upon notarized shall, together with the
power of attorney for voting, be placed at the domicile of the Company or such other location as
specified in the notice of the meeting.
If the consignor is a legal person, its legal representative or any person authorized by
resolutions of the Board or other decision-making institutions shall attend the general meeting on
behalf of the consignor.
A general meeting shall be presided over by chairman of the Board. Where the chairman of
the Board is unable or fails to perform his/her duties, the meeting shall be presided over by a
Director jointly elected by more than half of the Directors. A general meeting convened by the Audit
Committee shall be presided over by the chairman of the Audit Committee. Where the chairman of
the Audit Committee is unable or fails to perform his/her duties, the meeting shall be presided over
by an Audit Committee member jointly elected by more than half of the Audit Committee members.
A general meeting convened by Shareholders shall be presided over by a representative elected by
convener(s). Where the host of the meeting violates the rules of procedure and makes it impossible
to continue the meeting, with the consent of more than half of the shareholders present at the
meeting with voting rights, the general meeting may elect a person to serve as the host of the
meeting and continue the meeting.
Voting of General Meetings
Resolutions of the general meeting include ordinary resolutions and special resolutions. An
ordinary resolution at a general meeting shall be passed by one half or above of the voting rights
held by shareholders attending and entitled to vote at the general meeting. A special resolution at
a general meeting shall be passed by two-thirds or above of the voting rights held by shareholders
attending and entitled to vote at the general meeting.
The following matters shall be resolved by an ordinary resolution at a general meeting:
(i) work reports of the Board;
(ii) plans formulated by the Board for the distribution of profits and for making up losses;
(iii) appointment and removal of the members of the Board, their remunerations and methods
of payment;
(iv) matters other than those required by the laws and administrative regulations and the
securities regulatory rules of the place(s) where the shares of the Company are listed or
by the Articles of Association to be adopted by special resolution
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The following matters shall be resolved by a special resolution at a general meeting:
(i) the increase or reduction of share capital of the Company;
(ii) the split, spin-off, merger, dissolution and liquidation (including voluntary winding-up)
of the Company;
(iii) the amendment of the Articles of Association and its annexes;
(iv) the purchase and sale of material assets or amount of guarantee provided by the
Company within one year valued at more than 30% of the audited total assets of the
Company as at the most recent period;
(v) any other matters as required by the laws, administrative regulations, the securities
regulatory rules of the place where the shares of the Company are listed or the Articles
of Association, and any other matters considered by the general meeting, by way of an
ordinary resolution, to be of a nature which may have a material impact on the Company
and should be adopted by a special resolution.
Shareholders have the right to exercise their voting rights based on the number of voting
shares they represent. Each share is entitled to one vote, except for shareholders of class shares.
The shares held by the Company have no voting rights, and that part of the shareholding shall
not be counted as the total number of shares with voting rights held by shareholders attending the
meeting.If a shareholder purchases voting shares of the Company in violation of the provisions of
Article 63(1) and (2) of the Securities Law, the voting rights of such shares in excess of the
prescribed proportion shall not be exercised for a period of thirty-six months after the purchase and
shall not be counted as part of the total number of voting shares present at the general meeting.
Where under applicable laws, regulations and the SEHK Listing Rules, any shareholder is required
to abstain from voting on a resolution or is restricted to voting only in favor of (or against) a
resolution, any votes cast by such shareholder or its proxy in breach of such requirement or
restriction shall be disregarded.
When a connected transaction is considered at a general meeting, the connected shareholders
shall refrain from voting and the number of voting shares that they represent shall not be counted
the total number of valid voting shares. Resolutions of the general meeting shall fully explain the
voting of non-connected shareholders.
BOARD OF DIRECTORS
Directors
Directors of the Company shall be natural persons. They shall possess the qualifications
required by laws, administrative regulations, rules and securities regulatory rules of the place where
the company’s shares are listed. A person may not serve as a Director of the Company in case of
any of the following circumstances:
(i) the person is without civil conduct capacity or with limited civil conduct capacity;
(ii) the person who has committed an offence of corruption, bribery, conversion of property,
misappropriation of property or sabotage of the market economic order of socialism and
has been punished therefor; or who has been deprived of his/her political rights, in each
case where less than five years have elapsed since the date of the completion of
implementation of such punishment or deprivation, or if suspension of the sentence is
announced, it has not been two years since completion of probation;
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(iii) the person who is a former director, factory director or manager of a company or
enterprise which is insolvent and under liquidation and he/she is personally liable for the
insolvency of such company or enterprise, where less than three years have elapsed since
the date of the completion of such insolvency and liquidation of the company or
enterprise;
(iv) the person who is a former legal representative of a company or enterprise which had its
business license revoked and was ordered to shut down due to a violation of the law and
who incurred personal liability, where less than three years have elapsed since the date
of such revocation of the business license;
(v) the person is listed as a dishonest judgement debtor who is liable for a relatively large
amount of debts that are overdue;
(vi) the person subject to securities market entry restrictions imposed by the CSRC, with the
restriction period not yet expired;
(vii) the person is publicly deemed by a stock exchange as unsuitable to serve as a director
and senior management of a listed company;
(viii) other contents stipulated by laws, administrative regulations, departmental rules, the
listing rules of the place where the shares of the Company are listed.
Directors shall be elected or replaced at the general meeting and may be dismissed by the
general meeting prior to the expiry of the term of their office. However, such removal from office
does not affect the director’s claim for damages under any contract. A Director shall serve a term
of three years and may serve consecutive terms if re-elected upon the expiration of their terms.
The term of office of a Director shall commence on the date of assuming office and end on
the expiry of the term of the current Board. Where a re-election fails to be carried out in a timely
manner upon the expiry of the term of office of a Director, such Director shall continue to perform
his/her duties as a Director in accordance with the laws, administrative regulations, departmental
rules, the listing rules of the place where the shares of the Company are listed and the Articles of
Association until the newly elected Director assumes the office.
Senior management officers may serve concurrently as Directors, provided that the total
number of such Directors who concurrently serve as senior management officers and the employee
representatives shall not exceed a half of the total number of the Directors of the Company.
Directors may resign prior to the expiration of their terms of office. The Directors who resign
shall submit to the Board a written report in relation to their resignation. The resignation takes
effect from the date the Company receives the resignation letter. In the event that the resignation
of any Director results in the number of members of the Board falling below the statutory minimum
requirement, the resigned Directors shall continue to perform his/her duties in accordance with
laws, administrative regulations, departmental rules the listing rules of the place where the shares
of the Company are listed and the Articles of Association until the newly elected Director assumes
the office.
The Company has established a director resignation management system to clarify the
safeguards for unfulfilled public commitments and other outstanding matters. When the resignation
of a Director takes effect or the term of office expires, all transfer procedures shall be completed
to the Board, and the fidelity obligations of the director to the Company and the Shareholders shall
not be automatically discharged after the end of the term of office, but shall remain valid for three
years after the resignation of the director takes effect or the term of office expires; when a director’s
resignation takes effect or his term of office expires, the confidential obligations of the director to
the Company’s commercial secrets shall remain valid until the secrets become public known. The
Directors’ responsibilities in the performance of their duties during their term of office shall not be
relieved or terminated by reason of their departure from office.
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The Board
The Company has established a Board which shall be accountable to the general meetings. The
Board shall consist of 8 Directors. The Company shall have one chairman.The chairman shall be
elected by more than half of all the Directors.
The Board shall exercise the following powers:
(i) to convene general meetings and report its work to the general meetings;
(ii) to implement the resolutions of the general meetings;
(iii) to formulate business operation plans and investment plans of the Company;
(iv) to formulate the profit distribution plans and plans for recovery of losses of the
Company;
(v) to formulate plans of the Company regarding increase or reduction of the registered
capital, issuance of bonds or other securities and listing;
(vi) to draft plans for major acquisitions of the Company, the purchase of Shares of the
Company, merger, division, dissolution or change in the form of the Company;
(vii) to determine, extent authorized by the general meeting, on such matters as the external
investments, purchase or sale of assets, assets mortgage, external guarantee, entrusted
wealth management, connected transactions, and external donations of the Company;
(viii) to determine the internal management structure of the Company;
(ix) to determine the appointment or dismissal of the manager or other senior management
of the Company and decide on their remuneration, rewards and penalties; and based on
the nomination of the manager, to determine the appointment or dismissal of the senior
management including financial controller of the Company and determine their
remuneration, rewards and penalties;
(x) to formulate the basic management system of the Company;
(xi) to formulate proposals for any amendment of the Articles of Association;
(xii) to propose to the general meeting for appointment or replacement of the accounting
firms which provide audit services to the Company;
(xiii) to listen to work reports of the manager of the Company and review his/her work;
(xiv) other duties as stipulated in laws, administrative regulations, departmental rules,
securities regulatory rules of the place where the shares of the Company are listed and
the Articles of Association.
The chairman of the Board shall exercise the following duties and powers:
(i) to convene and preside over Board meetings, and to preside over general meetings;
(ii) to supervise and examine the implementation of resolutions of Board;
(iii) other duties and powers granted by the Board.
The Board shall hold at least four meetings per year, which shall be convened by the chairman
and all directors shall be notified in writing 14 days before the meeting (excluding the day on which
the meeting is held).
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Shareholders representing more than one-tenth of the voting rights, more than one-third of the
Directors, or the Audit Committee members, more than half of the independent non-executive
directors may propose to convene an extraordinary meeting of the Board. The chairman of the Board
shall convene and preside over the extraordinary meeting of the Board within 10 days from the
receipt of the proposal.
The quorum of a Board meeting shall consist of more than one half of all Directors. A
resolution of the Board shall be passed by more than half of all Directors. When voting on the
resolutions of the Board, each Director shall have one vote.
Where a Director has any connected relationship with the enterprise involved in the matter to
be decided at the meeting, he/she shall promptly submit a written report to the Board. Directors with
connected relationship shall not exercise his/her voting rights on the resolution, nor shall he/she
exercise his/her voting rights on behalf of other Directors. Such a Board meeting may be held only
if more than one half of the Directors without a connected relationship are present, and the
resolutions made at such a Board meeting shall require adoption by more than one half of the
Directors without a connected relationship. If the number of non-connected Directors in presence
is less than 3 persons, the matter shall be submitted to the general meeting for consideration.
Directors shall attend Board meetings in person. If any Director is unable to attend the
meeting for any reason, he/she may by a written power of attorney appoint another Director to
attend the meeting on his/her behalf. The power of attorney shall include the name of the proxy, the
subject, scope of authorization and validity period, which shall be signed or officially sealed by the
appointing Director. A Director appointed as the representative of another Director to attend the
meeting shall exercise the rights within the scope of authorization. Where a Director does not attend
a Board meeting and does not appoint a proxy to attend the meeting on his behalf, he/she shall be
deemed to have waived his/her voting right at the meeting.
Independent non-executive Directors
Independent non-executive directors shall maintain their independence. The following
individuals shall not act as independent non-executive directors:
(i) Persons employed by the Company or its subsidiaries, as well as their spouses, parents,
children, and close social relations;
(ii) Natural person shareholders who directly or indirectly hold more than 1% of the
company’s issued shares or are among the top ten shareholders of the Company, as well
as their spouses, parents, and children;
(iii) Persons working for shareholders who directly or indirectly hold more than 5% of the
company’s issued shares or for the top five shareholders of the company, as well as their
spouses, parents, and children;
(iv) Persons working for affiliated enterprises of the company’s controlling shareholder or
actual controller, as well as their spouses, parents, and children;
(v) Persons who have significant business dealings with the company, its controlling
shareholder, actual controller, or their respective affiliated enterprises, or who work for
entities with such significant business dealings or their controlling shareholders or actual
controllers;
(vi) Persons who provide financial, legal, consulting, sponsorship, or other services to the
company, its controlling shareholder, actual controller, or their respective affiliated
enterprises, including but not limited to all members of the project team of intermediary
institutions providing such services, reviewers at all levels, signatories on reports,
partners, directors, senior management personnel, and principal responsible persons;
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(vii) Persons who, in the past 12 months, have fallen under any of the circumstances listed
in items (i) to (vi) above;
(viii) Other individuals deemed non-independent under laws, administrative regulations,
CSRC rules, stock exchange rules, securities regulatory rules and the Articles of
Association.
Independent non-executive directors shall conduct an annual self-assessment of their
independence and submit the results to the Board. The Board shall evaluate the independence of
incumbent Independent non-executive directors annually and issue a special assessment opinion.
Independent non-executive directors shall exercise the following special powers:
(i) independently engage intermediary agencies to conduct audits, consultations, or
verifications on specific matters of the Company;
(ii) propose to the Board the convening of an extraordinary general meeting of shareholders;
(iii) propose the convening of a Board meeting;
(iv) lawfully solicit shareholder rights from shareholders;
(v) express independent opinions on matters that may harm the interests of the Company or
minority shareholders;
(vi) other powers stipulated by laws, administrative regulations, CSRC rules and the Articles
of Association.
The exercise of the powers listed in items (i) to (iii) above shall be subject to the consent of
more than half of all Independent non-executive directors.
The following matters shall be submitted to the Board for deliberation only after being
approved by more than half of all Independent non-executive directors:
(i) related-party transactions that are required to be disclosed;
(ii) proposals for changes to or waivers of commitments made by the Company or relevant
parties;
(iii) decisions and measures made by the Board of the listed company being acquired in
response to the acquisition;
(iv) other matters stipulated by laws, administrative regulations, CSRC rules and the Articles
of Association.
The Company establishes a mechanism for special meeting attended solely by Independent
non-executive directors. Related party transactions should be pre-approved by the special meeting
of Independent non-executive directors before being submitted to the Board for consideration.
The Company shall hold special meetings of Independent non-executive directors on a regular
or ad hoc basis. Matters listed in items (i) to (iii) of the paragraph 1 of Article 132 of the Articles
of Association shall be considered at a special meeting of Independent non-executive directors.
The special meetings of Independent non-executive directors shall be convened and presided
over by an independent director jointly elected by a majority of the Independent non-executive
directors; in the event that the convener fails to or is unable to perform his/her duties, two or more
Independent non-executive directors may convene and elect a representative to preside over the
meeting on their own.
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Minutes of the special meetings of Independent non-executive directors shall be prepared as
required, with the inclusion of the opinions of the Independent non-executive directors, who shall
sign to confirm the minutes of the meetings.
Special Committees of the Board
The Board of the Company has established an Audit Committee, which shall exercise the
functions and powers of the board of supervisors as prescribed by the Company Law.
The Audit Committee consists of three members, who are not senior management members of
the Company, including two independent non-executive directors, and the convenors are accounting
professionals among the independent non-executive directors.
The Audit Committee is responsible for reviewing the Company’s financial information and
its disclosure, supervising and evaluating the internal and external audit work and internal control.
Any of the following matters shall be subject to the affirmative votes of more than half of all the
members of the Audit Committee before the Board makes a resolution:
(i) disclosing the financial and accounting reports, and financial statements and internal
control evaluation report of periodic reports;
(ii) hiring or removing the accounting firm that undertakes the audit engagements of the
Company;
(iii) appointing or removing the financial controller;
(iv) making changes to accounting policies or accounting estimates, or make corrections for
material accounting errors for reasons other than changes in accounting standards; and
(v) any other matters authorized by the laws, administrative regulations, CSRC rules, other
securities regulatory rules and the Articles of Association.
The Audit Committee shall hold a regular meeting at least once a quarter. An extraordinary
meeting may be convened upon the proposal of two or more members or when the convener deems
necessary. A meeting of the audit committee may only be held when more than two thirds of the
members attended. Resolutions adopted at the Audit Committee meeting must be approved by more
than half of all members of the Audit Committee. Resolutions of the Audit Committee shall be
passed on a “one person one vote” basis.
The Board of the Company has established other special committees such as the Strategy
Committee, the Nomination Committee, the Remuneration and Appraisal Committee, etc., which
perform their duties in accordance with the Articles and the authorization of the Board. The
proposals of the special committees shall be submitted to the Board for review and decision making.
The working procedures of the special committees shall be formulated by the Board. Among them,
Independent non-executive directors in the Nomination Committee and the Remuneration and
Appraisal Committee shall be in majority and one of them acts as convener.
SENIOR MANAGEMENT
The Company shall have one general manager, who shall be appointed or dismissed by the
Board. The Company’s chief medical officer, chief executive officer, chief operating officer, and
financial controller, are the senior executives of the Company.
The circumstances of disqualification for Directors and director resignation management
system prescribed in the Articles of Association shall also be applicable to senior management.
The general manager shall serve for a term of 3 years and may serve consecutive terms if
re-appointed.
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The general manager shall report to the Board and exercise the following duties and powers:
(i) to take charge of the production, operation and management of the Company, organize
the implementation of the Board, and report to the Board;
(ii) to organize the implementation annual business plans and investment plans of the
Company;
(iii) to draft the plans for establishment of the internal management organization of the
Company;
(iv) to draft the basic management system of the Company;
(v) to formulate the rules and regulations of the Company;
(vi) to propose to the Board the appointment or dismissal of the Company’s deputy general
manager and financial controller;
(vii) to determine the appointment or dismissal of management personnel other than those
whose appointment or dismissal shall be determined by the Board;
(viii) other duties and powers as may be conferred by the Articles of Association or by the
Board.
The senior management of the Company shall perform their duties faithfully, and safeguard
the best interests of the Company and all Shareholders. If the senior management of the Company
fails to perform their duties faithfully or violates their fiduciary duties, causing damage to the
interests of the Company and public Shareholders, they shall be liable for compensation in
accordance with the laws.
FINANCIAL ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND AUDIT
Financial Accounting System
The Company shall formulate its financial and accounting systems in accordance with laws,
administrative regulations and requirements of relevant PRC authorities.
The Company shall prepare its annual financial report within four months from the end of each
fiscal year. The company’s annual and semi-annual financial accounting reports are prepared in
accordance with relevant laws, administrative regulations and departmental rules.
The Company shall not keep accounts other than those provided by law. Any assets of the
Company shall not be kept under any account opened in the name of any individual.
Profit distribution
When distributing after-tax profits of the year, the Company shall set aside 10% of its after-tax
profits for the Company’s statutory reserve fund. When the aggregate balance in the statutory
reserve fund has reached 50% or more of the Company’s registered capital, the Company needs not
make any further allocations to that fund. Where the Company’s statutory reserve fund is not
enough to make up losses of the Company for the preceding year, the current year’s profits shall
be first applied to make up the losses before being allocated to the statutory reserve in accordance
with the preceding provision. Subject to a resolution passed at a general meeting, after allocation
has been made to the Company’s statutory reserve fund from its after-tax profits, the Company may
set aside funds for the discretionary reserve fund.
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Except for those not distributed in proportion as prescribed in the Articles of Association, the
remaining after-tax profit, after recovery of losses and appropriation of statutory reserve funds,
shall be distributed to Shareholders in proportion to their shareholdings. Where the general meeting
distributes its profits to the shareholders in breach of the Company Law, Shareholders must refund
to the Company the profits distributed in violation of the provisions. Where damages are caused to
the Company, the shareholders and the responsible directors and senior management shall be liable
for compensation.
No profit shall be distributed in respect of the shares of the Company which are held by the
Company.
The reserve fund of the Company shall be used for making up for the loss, expansion of the
operation or increase of capital of the Company. When the Company uses its reserve fund for
making up for the loss, it shall first utilize the discretionary reserve fund and the statutory reserve
fund. If the losses cannot be fully covered thereafter, the capital reserve fund may be used in
accordance with applicable regulations. When the statutory reserve fund is capitalized, the retained
portion of the fund shall not be less than 25% of the registered capital of the Company before the
capitalization.
After the shareholders adopt a profit distribution resolution at the general meeting general
meeting, or after the Board formulates a specific plan in accordance with the conditions and upper
limit of the interim dividend for the next year that approved by the annual general meeting of
shareholders, the Board must finish distributing the dividends (or shares) within two months.
Internal audit
The Company shall implement an internal audit system and clarify the leadership system,
duties and authorities, staffing, financial support, application of audit results, and accountability.
The internal audit institution of the Company shall conduct supervision and inspection on the
Company’s business activities, risk management, internal control, financial information and other
matters.
The audit institution shall be accountable to the Board.
Appointment of an Accounting Firm
The Company shall appoint an accounting firm in compliance with the Securities Law and the
securities regulatory rules of the place where the shares of the Company are listed to conduct
accounting statements audit, net assets verification and other related consulting services for a term
of one year, which may be renewed.
The appointment and dismissal of the Company’s accounting firm shall be decided by the
general meeting. The Board shall not appoint the accounting firm until it is decided by the general
meeting.
The Company shall undertake to provide its accounting firm with true and complete
accounting vouchers, accounting books, financial reports and other accounting information, and
shall not reject, conceal or misstate any information.
The audit fee payable to the accounting firm shall be decided by the general meeting.
When the Company intends to dismiss or not to reappoint an accounting firm, it shall give 30
days prior notice to the accounting firm. When a general meeting of the Company votes on the
dismissal of the accounting firm, the firm shall be allowed to represent its opinions. Where the
accounting firm resigns, it shall state to the general meeting whether the Company has improper
circumstances.
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MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION
AND LIQUIDATION
Merger, Division, Capital Increase and Capital Reduction
The merger of the Company may take the form of either merger by absorption or merger by
establishment of a new entity. One company absorbing another company is merger by absorption,
and the company being absorbed shall be dissolved. Merger of two or more companies through
establishment of a new company is merger by establishment of a new entity, and the parties to the
merger shall be dissolved.
In the event of a merger, the parties to the merger shall enter into a merger agreement and
prepare balance sheets and inventories of assets. The Company shall notify its creditors within 10
days after the date of the Company’s resolution on merger and shall make an announcement in the
newspaper or the National Enterprise Credit Information Publicity System within 30 days after the
date of the Company’s resolution on merger. Creditors may demand the Company to repay debts or
provide corresponding security within 30 days upon receipt of such notice or 45 days from the date
of announcement in case of receiving no such notice.
Upon the merger, claims and debts of each of the merged parties shall be assumed by the
company which survives the merger or the newly established company resulting from the merger.
When the Company is divided, its assets shall be split accordingly. In the event of a division
of the Company, the Company shall prepare a balance sheet and an inventory of assets. The
Company shall notify its creditors within 10 days after the date of the Company’s resolution on
division and shall make an announcement in the newspaper or the National Enterprise Credit
Information Publicity System within 30 days after the date of the Company’s resolution on division.
The Company shall prepare a balance sheet and an inventory of assets when it intends to
reduce its registered capital. The Company shall notify the creditors within 10 days upon resolution
on reduction of registered capital by the general meeting and make announcement thereof in the
newspapers or the National Enterprise Credit Information Publicity System within 30 days.
When the Company reduces its registered capital, it shall reduce the amount of capital
contribution or shares in proportion to the shareholders’ capital contribution or shareholding, unless
otherwise stipulated by the laws or the Articles of Association.
When the merger or division of the Company involves changes in registered particulars, such
changes shall be registered with the registration authority of the Company in accordance with the
laws. When the Company is dissolved, the Company shall cancel its registration in accordance with
the laws. When a new company is established, its establishment shall be registered in accordance
with the laws.
In case of increase or reduction of registered capital of the Company, the Company shall
legally complete the formalities for change registration with the registration authority of the
Company.
Dissolution and Liquidation
The Company shall be dissolved upon the occurrence of any of the following events:
(i) the term of its operations as is stipulated in the Articles of Association has expired or
other events of dissolution specified in the Articles of Association have occurred;
(ii) a resolution on dissolution is passed by general meeting;
(iii) dissolution is required due to the merger or division of the Company;
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(iv) the business license of the Company is revoked or the Company is ordered to close down
or dissolved in accordance with the laws;
(v) the Company suffers significant hardships in operation and management that cannot be
resolved through other means, and its continuation may cause substantial loss in
Shareholders’ interests, Shareholders representing 10% or above of the total voting
rights of the Company may plead the people’s court to dissolve the Company.
If the Company encounters the reasons for dissolution as stipulated in the preceding
paragraph, it shall publicize the reasons for dissolution through the National Enterprise Credit
Information Publicity System within ten days.
With regard to the occurrence of the situation described in sub-paragraph (i), (ii) above and
has not yet distributed its property to shareholders, the Company may continue to exist by amending
the Articles of Association or by resolution of the general meeting. Any amendments to the Articles
of Association or any resolution of the shareholders’ meeting made pursuant to the preceding
paragraph shall be subject to the approval of Shareholders representing two-thirds or above of the
voting rights present at the general meetings.
Where the Company is dissolved pursuant to sub-paragraph (i), (ii), (iv) or (v) above, it shall
be liquidated. Directors are the obligors for liquidation of the Company and shall establish a
liquidation group to carry out liquidation within fifteen days from the date when the cause for
dissolution occurs. The liquidation group shall be composed of directors, except as otherwise
provided in the Articles of Association or as resolved by the general meeting to elect others. If the
liquidation obligor fails to perform the liquidation obligation in a timely manner and causes losses
to the company or creditors, it shall bear the liability for compensation.
The liquidation committee shall notify creditors within 10 days from the date of its
establishment, and publish an announcement in the newspapers or the National Enterprise Credit
Information Publicity System within 60 days. Creditors shall declare their claims to the liquidation
committee within 30 days from the date of receiving the notice, or within 45 days from the date of
announcement in case they have not received the notice.
Creditors shall provide explanations and evidence for their claims upon their declarations of
such claims. The liquidation committee shall record the creditors’ claims.
The liquidation committee shall not pay off any debts to any creditors during period of credit
declaration.
After checking the assets of the Company and preparing a balance sheet and property list, the
liquidation committee shall formulate a liquidation plan for the confirmation by general meeting or
the people’s court. The remaining properties of the Company, after the payment for liquidation
expenses, wages, social insurance premiums and statutory compensation of staffs, taxes and debts
of the Company, shall be distributed to the shareholders in proportion to their shareholdings. During
the liquidation period, the Company shall continue to exist but shall not carry out any business
activities unrelated to liquidation. The assets of the Company shall not be distributed to the
shareholders until the settlement of debts in accordance with the preceding article.
If the liquidation committee, after checking the assets of the Company and preparing a balance
sheet and property list, finds that the assets of the Company are insufficient to pay off its debts, it
shall immediately file an application to the people’s court for bankruptcy. After the Company is
declared bankrupt by the people’s court, the liquidation committee shall hand over the liquidation
matters to the bankruptcy administrator designated by the people’s court.
Upon completion of liquidation of the Company, the liquidation committee shall prepare a
liquidation report and submit the report to the general meeting or the people’s court for
confirmation, and submit the report to the company registration authority to apply for de-
registration of the Company.
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Where the Company is declared bankruptcy in accordance with law, it shall implement
bankruptcy liquidation in accordance with the relevant laws relating to bankruptcy of enterprise.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Company shall amend the Articles of Association in any of the following circumstances:
(i) after amendments are made to the Company Law or other relevant laws, administrative
regulations, and regulatory rules at the place where the shares of the Company are listed,
any term contained in the Articles of Association become inconsistent with the said
amendments;
(ii) if certain changes of the Company occur resulting in the inconsistency with certain terms
specified in the Articles of Association;
(iii) the general meeting has resolved to amend the Articles of Association.
Where the amendments to the Articles of Association passed by resolutions of the general
meeting require approval of the competent authorities, the amendments shall be submitted to the
relevant authorities for approval. Where the amendments involve registration matters of the
Company, the involved change shall be registered in accordance with the laws.
The Board shall amend the Articles of Association in accordance with the resolution of the
general meetings on amendment to the Articles of Association and the examination and approval
opinions from relevant authorities.
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--- page 384 ---
FURTHER INFORMATION ABOUT OUR COMPANY
Establishment of our Company
Our Company was established as a limited liability company in the PRC on May 20, 2021 and
was converted into a joint stock limited company with limited liability on October 10, 2025 under
the laws of the PRC. As of the Latest Practicable Date, the registered share capital of our Company
is RMB283,096,831.
Our Company has established a place of business in Hong Kong at 46/F, Hopewell Centre, 183
Queen’s Road East, Wan Chai, Hong Kong and has been registered as a non-Hong Kong company
in Hong Kong under Part 16 of the Companies Ordinance on November 24, 2025. Mr. Tse Y u Y eung
(ᑽౕජ), one of our joint company secretaries, has been appointed as authorized representatives in
Hong Kong and our agents for the acceptance of service of process in Hong Kong whose
correspondence address is the same as our place of business in Hong Kong.
As we are established in the PRC, our corporate structure and Articles of Association are
subject to the relevant laws and regulations of the PRC. A summary of the relevant provisions of
our Articles of Association is set out in “Summary of Articles of Association” in Appendix IV .
Changes in Share Capital of Our Company
Save as disclosed in “History, Development and Corporate Structure”, there has been no other
alteration in the share capital of our Company during the two years immediately preceding the date
of this Prospectus.
Changes in Share Capital of Our Subsidiaries
A summary of the corporate information and the particulars of our subsidiaries are set out in
the Accountants’ Report in Appendix I.
The following subsidiaries have been incorporated within the two years immediately
preceding the date of this Prospectus:
On June 5, 2024, Alebund Pharmaceuticals (Y angzhou) Co., Ltd. ( ᓿԞᖹุ(౮ψ)ʮ̡)
was incorporated as a limited liability company in the PRC with a registered capital of
RMB10,000,000.
On August 12, 2024, the issued share capital of Alebund HK was increased from
USD51,308,848.23 to USD52,508,848.23.
On July 31, 2025, the issued share capital of Shanghai Alezyme was decreased from
RMB11,960,000 to RMB8,970,000.
On March 31, 2026, Alebund Pharmaceutical (Shanghai) Co., Ltd. ( ᓿԞᔼᖹ(ɪऎ)ʮ̡)
was incorporated as a limited liability company in the PRC with a registered capital of
RMB10,000,000.
Save as disclosed above, there had been no other alterations of share capital of our subsidiaries
within the two years preceding the date of this Prospectus.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-1 –


--- page 385 ---
Resolutions of our Shareholders
Pursuant to the Shareholders’ resolutions dated October 30, 2025, among other things, our
Shareholders resolved that:
(a) the issuance by our Company of the H Shares of nominal value of RMB1.00 each and
such H Shares being listed on the Hong Kong Stock Exchange;
(b) the number of H Shares to be issued shall be no more than 25% of the total issued share
capital of our Company as enlarged by the Global Offering, 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 filing procedure with the CSRC, upon completion of the Global Offering,
170,366,789 Unlisted Shares in aggregate will be converted into H Shares on a
one-for-one basis;
(d) subject to the completion of the Global Offering, the conditional adoption of the Articles
of Association which shall become effective on the Listing Date, and authorization to the
Board to amend the Articles of Association in accordance with the requirements of the
relevant laws and regulations and the Listing Rules; and
(e) authorization of the Board to handle matters relating to, among other things, the Global
Offering, the issue and listing of the H Shares.
FURTHER INFORMATION ABOUT OUR BUSINESS
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 materials:
(a) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, GIC Private Limited, Jefferies Hong Kong Limited, Merrill Lynch (Asia
Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited, CLSA Limited and
BOCI Asia Limited to subscribe for H Shares at the Offer Price in an aggregate amount
of the Hong Kong dollar equivalent of US$22,000,000;
(b) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, Loomis, Sayles & Company, L.P . as investment manager and agent on behalf
of Natixis International Funds (Lux ) I – Loomis Sayles Global Emerging Markets Equity
Fund, Loomis Sayles Trust Company, LLC as trustee and agent on behalf of NHIT:
Global Emerging Markets Equity Trust, Jefferies Hong Kong Limited, Merrill Lynch
(Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited, CLSA Limited
and BOCI Asia Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$12,500,000;
(c) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., RTW Biotech
Opportunities Operating Ltd., Jefferies Hong Kong Limited, Merrill Lynch (Asia
Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited, CLSA Limited and
BOCI Asia Limited to subscribe for H Shares at the Offer Price in an aggregate amount
of the Hong Kong dollar equivalent of US$8,000,000;
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-2 –


--- page 386 ---
(d) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, SymBiosis II, LLC, Jefferies Hong Kong Limited, Merrill Lynch (Asia
Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited, CLSA Limited and
BOCI Asia Limited to subscribe for H Shares at the Offer Price in an aggregate amount
of the Hong Kong dollar equivalent of US$7,500,000;
(e) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, Huang River Investment Limited, Jefferies Hong Kong Limited, Merrill
Lynch (Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited, CLSA
Limited and BOCI Asia Limited to subscribe for H Shares at the Offer Price in an
aggregate amount of the Hong Kong dollar equivalent of US$4,000,000;
(f) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, Perfect Ten Holding Limited, Jefferies Hong Kong Limited, Merrill Lynch
(Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited, CLSA Limited
and BOCI Asia Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$1,000,000;
(g) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, Cormorant Global Healthcare Master Fund, LP , Jefferies Hong Kong Limited,
Merrill Lynch (Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited,
CLSA Limited and BOCI Asia Limited to subscribe for H Shares at the Offer Price in
an aggregate amount of the Hong Kong dollar equivalent of US$5,000,000;
(h) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, Dymon Asia Multi-Strategy Investment Master Fund, Jefferies Hong Kong
Limited, Merrill Lynch (Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong)
Limited, CLSA Limited and BOCI Asia Limited to subscribe for H Shares at the Offer
Price in an aggregate amount of the Hong Kong dollar equivalent of US$5,000,000;
(i) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, GF Fund Management Co., Ltd., Jefferies Hong Kong Limited, Merrill Lynch
(Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited, CLSA Limited
and BOCI Asia Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$2,500,000;
(j) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, GF International Investment Management Limited, Jefferies Hong Kong
Limited, Merrill Lynch (Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong)
Limited, CLSA Limited and BOCI Asia Limited to subscribe for H Shares at the Offer
Price in an aggregate amount of the Hong Kong dollar equivalent of US$2,500,000;
(k) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, China Universal Asset Management (Hong Kong) Company Limited, Jefferies
Hong Kong Limited, Merrill Lynch (Asia Pacific) Limited, Huatai Financial Holdings
(Hong Kong) Limited, CLSA Limited and BOCI Asia Limited to subscribe for H Shares
at the Offer Price in an aggregate amount of the Hong Kong dollar equivalent of
US$4,000,000;
(l) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, E Fund Management Co., Ltd., Jefferies Hong Kong Limited, Merrill Lynch
(Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited, CLSA Limited
and BOCI Asia Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$3,200,000;
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-3 –


--- page 387 ---
(m) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, E Fund Management (Hong Kong) Co., Ltd., Jefferies Hong Kong Limited,
Merrill Lynch (Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited,
CLSA Limited and BOCI Asia Limited to subscribe for H Shares at the Offer Price in
an aggregate amount of the Hong Kong dollar equivalent of US$800,000;
(n) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, Golden V alley V alue Select Master Fund, Jefferies Hong Kong Limited,
Merrill Lynch (Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited,
CLSA Limited and BOCI Asia Limited to subscribe for H Shares at the Offer Price in
an aggregate amount of the Hong Kong dollar equivalent of US$1,166,732.61;
(o) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, Golden V alley Global Limited, Jefferies Hong Kong Limited, Merrill Lynch
(Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited, CLSA Limited
and BOCI Asia Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$1,166,444.17;
(p) the cornerstone investment agreement dated June 16, 2026 entered into among the
Company, Loyal V alley Capital Advantage Fund III LP , Jefferies Hong Kong Limited,
Merrill Lynch (Asia Pacific) Limited, Huatai Financial Holdings (Hong Kong) Limited,
CLSA Limited and BOCI Asia Limited to subscribe for H Shares at the Offer Price in
an aggregate amount of the Hong Kong dollar equivalent of US$1,166,732.61; and
(q) the Hong Kong Underwriting Agreement.
Intellectual Property Rights
As of the Latest Practicable Date, our Group has registered, or has applied for the registration
of the following intellectual property rights which were material to our Group’s business.
Trademarks
As of the Latest Practicable Date, we have registered the following trademarks which we
consider to be or may be material to our business:
No. Trademark
Registration
Number Owner
Date of
Registration
Place of
Registration
1. /H1118/H1118
 54563279 Shanghai Alebund October 14,
2021
China
2. /H1118/H1118
 81431861 The Company April 7, 2025 China
3. /H1118/H1118
 81457838 The Company April 7, 2025 China
4. /H1118/H1118
 81431877 The Company April 7, 2025 China
5. /H1118/H1118
 81450247 The Company April 7, 2025 China
6. /H1118/H1118
 81469972 The Company April 7, 2025 China
7 /H1118/H1118/H1118
 306938047 The Company June 20, 2025 Hong Kong
8 /H1118/H1118/H1118
 306938588 The Company June 20, 2025 Hong Kong
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-4 –


--- page 388 ---
No. Trademark
Registration
Number Owner
Date of
Registration
Place of
Registration
9 /H1118/H1118/H1118
 306938038 The Company June 20, 2025 Hong Kong
Patents
For material patents and patent applications of our Group as of the Latest Practicable Date,
see paragraph headed “Business — Intellectual Property” for more details.
Domain Names
As of the Latest Practicable Date, we have registered the following internet domain names
which we consider to be or may be material to our business:
No. Domain Name Registered Owner Expiry Date
1. /H1118/H1118/H1118/H1118www.alebund.com The Company May 18, 2032
Save as the above, as of the Latest Practicable Date, there were no other intellectual property
rights which were material to our business.
FURTHER INFORMATION ABOUT OUR DIRECTORS, SENIOR MANAGEMENT AND
SUBSTANTIAL SHAREHOLDERS
Interests and short positions of our Directors and chief executive of our Company in the
Shares, underlying Shares and debentures of our Company and our associated corporations
Save as disclosed in the section headed “Substantial Shareholders”, immediately following the
completion of the Global Offering (assuming that the Over-allotment Option is not exercised), so
far as our Directors are aware, none of our Directors and chief executive has any interests and short
positions in our Shares, underlying Shares or debentures of our Company or any of our associated
corporations (within the meaning of Part XV of the SFO) (i) which will have to be notified to us
and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests
and short positions in which they are taken or deemed to have under such provisions of the SFO),
or (ii) which will be required, pursuant to section 352 of the SFO, to be entered in the register
referred to therein, or (iii) which will be required to be notified to us and the Stock Exchange
pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in
the Listing Rules.
Interests of the substantial shareholders in the Shares
Save as disclosed in “Substantial Shareholders”, immediately following the completion of the
Global Offering and without taking into account any Shares which may be issued pursuant to the
exercise of the Over-allotment Option, our Directors are not aware of any other person (not being
a Director or chief executive of our Company) who will have an interest or short position in our
Shares or the underlying Shares which would fall to be disclosed to us and the Stock Exchange
under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly,
interested in 10% or more of the issued voting shares of our Company.
Interests of the substantial shareholders in other members of our Group
As of the Latest Practicable Date, our Directors are not aware of any persons who would,
immediately following the completion of the Global Offering, be directly or indirectly interested in
10% or more of the issued voting shares of the members of our Group (other than our Company).
APPENDIX V STATUTORY AND GENERAL INFORMATION
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--- page 389 ---
Particulars of Directors’ Service Contracts
Each of the Directors has entered into a service contract or a letter of appointment with our
Company.
Save as disclosed above, we have not entered into, and do not propose to enter into any service
contracts with any of our Directors in their respective capacities as Directors (excluding agreements
expiring or determinable by any member of our Group within one year without payment of
compensation other than statutory compensation).
Remuneration of Directors
Save as disclosed in “Directors and Senior Management” and Note 8 to the Accountants’
Report set out in Appendix I for the financial years ended December 31, 2024 and 2025 none of our
Directors received other remunerations of benefits in kind from us.
Disclaimers
Save as disclosed in this Prospectus:
(a) none of our Directors or our chief executive has any interest or short position in our
Shares, underlying Shares or debentures of our Company or any of our associated
corporations (within the meaning of Part XV of the SFO) which will have to be notified
to us and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or
which will be required, pursuant to section 352 of the SFO, to be entered in the register
referred to therein, or which will be required to be notified to us and the Stock Exchange
pursuant to Model Code for Securities Transactions by Directors of Listed Issuers once
the H Shares are listed on the Stock Exchange;
(b) none of our Directors is aware of any person (not being a Director or chief executive of
our Company) who will, immediately following the completion of the Global Offering
and the conversion of Unlisted Shares into H Shares (without taking into account any H
Shares which may be allotted and issued pursuant to the exercise of the Over-allotment
Option), have an interest or short position in our Shares or underlying Shares which
would fall to be disclosed to us under the provisions of Divisions 2 and 3 of Part XV of
the SFO or who is interested, directly or indirectly, in 10% or more of the issued voting
shares of any member of our Group;
(c) none of our Directors, their respective close associates (as defined under the Listing
Rules) or Shareholders who own more than 5% of the number of issued shares of our
Company have any interests in the five largest customers or the five largest suppliers of
our Group; and
(d) none of our Directors or any of the parties listed in “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 Group; or
ii. materially interested in any contract or arrangement subsisting at the date of this
Prospectus which is significant in relation to our business.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-6 –


--- page 390 ---
PRE-IPO EQUITY INCENTIVE PLAN
The following is a summary of the principal terms of the Pre-IPO Equity Incentive Plan, which
was adopted by the Company in August 2025. Given the underlying Shares under the Pre-IPO
Equity Incentive Plan had already been issued, there will not be any dilution effect to the issued
share capital at our Company.
Under the Pre-IPO Equity Incentive Plan, eligible participants (“Eligible Participants”) were
granted partnership interests (“ Awards ”) in Y angzhou Liyue and/or Shanghai Y uanyue, collectively
our Employee Incentive Platforms, or any of the sub-platforms established under the Employee
Incentive Platforms (the “ Sub-Platforms ”). As of the Latest Practicable Date, Y angzhou Liyue and
Shanghai Y uanyue had, in turn, subscribed for 21,124,229 and 16,338,132 Shares, representing
approximately 7.46% and 5.77% of our total issued Shares, respectively.
Purpose
The purpose of the Pre-IPO Equity Incentive Plan is to improve the incentive mechanism of
the Company, to attract, motivate, and retain selected employees and other Eligible Participants, or
to recognize their historical contribution to the Group, and to further enhance their motivation and
creativity. The plan aims to encourage participants to provide long-term and stable service, create
value, and contribute to the Group’s continued performance growth, thereby aligning the interests
of the participants with the enhancement of the Company’s value and realizing the common
development.
Administration
The Shareholders’ general meeting of the Company is the highest authority of the Pre-IPO
Equity Incentive Plan, responsible for approving the implementation, amendment, and termination
of the plan. The Board of Directors acts as the executive authority, responsible for the management
and interpretation of the plan. The general partner of the Employee Incentive Platforms is
responsible for the day-to-day implementation and administration of the plan, including organizing
the execution of relevant agreements and handling industrial and commercial registration
procedures.
Eligible Participants
Eligible Participants include the management, employees, and consultants of the Company
and its subsidiaries as determined by the Board.
Form of the Pre-IPO Equity Incentive Plan
The Pre-IPO Equity Incentive Plan is implemented through the Employee Incentive Platforms,
i.e., Y angzhou Liyue and Shanghai Y uanyue. Eligible Participants shall subscribe for partnership
interests in these platforms and become limited partners, thereby indirectly holding the equity of the
Company. Sub-Platforms may be established under the Employee Incentive Platforms where
necessary, and the management of such sub-platforms shall follow the principles of the plan for
administration of the Employee Incentive Platforms.
Consideration and Financial Assistance
The price of the Awards is set out in the respective grant agreements between the Company
and the grantee (“ Grantees ”). The Grantees shall pay the consideration using their own funds. The
Group shall not provide any loans or any other form of financial assistance, including providing
guarantees for loans, to the participants for the purpose of acquiring the incentive interests.
APPENDIX V STATUTORY AND GENERAL INFORMATION
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--- page 391 ---
Vesting Schedule
The partnership interests granted to the Grantees shall vest in full either on the grant date or
on the first anniversary of the listing date of the Company, as specifically determined by the Board
and set out in the relevant grant agreement.
Transfer Restrictions
No Grantee shall transfer, pledge, or otherwise dispose of any partnership interest in the
Employee Incentive Platforms during the restricted period (the “ Restricted Period ”) without the
prior written consent of the general partner of the respect Employee Incentive Platform. The
Restricted Period shall be the later of the vesting date or the expiry of the lock-up period pursuant
to the applicable laws, listing rules, and lock-up undertakings (if applicable). After the expiry of the
Restricted Period, the Grantees may apply to sell their indirect interests through the Employee
Incentive Platforms in an orderly manner at an average execution price determined by the respect
general partner.
Exit Mechanism and Repurchase
The general partner of the Employee Incentive Platforms is entitled to repurchase the interests
held by a participant under the following circumstances:
 If a Grantee’s employment is terminated for cause (“ Causes ”), which include but are not
limited to negligence, dishonesty, breach of confidentiality, or competition), the general
partner may repurchase all interests at the original grant price or nil consideration.
 If a Grantee’s employment is terminated without Causes:
(a) V ested Interests: Grantees may retain interests that are fully paid or request a
repurchase at the original grant price plus 1.25% annual simple interest. For
interests vested but unpaid, Grantees must settle the payment within five days to
retain the interest, or such interests will be transferred to the general partner at nil
consideration.
(b) Unvested Interests: Interests already paid for shall be repurchased at the original
grant price plus 1.25% annual simple interest, while unpaid interests shall lapse
and be transferred to the general partner at nil consideration.
 In the event of death or permanent disability of the Grantees, the general partner may
repurchase the vested interests at the higher of (i) the original grant price plus a 1.25%
annual simple interest, or (ii) the fair market value as determined by the Board.
Change of Control
In the event of a change of control of the Company, including a merger where the Company
is not the surviving entity or a sale of substantially all assets, all unvested interests shall accelerate
and vest immediately, subject to the determination of the Board and the Shareholders’ general
meeting.
Details of interests in the Employee Incentive Platforms
As of the Latest Practicable Date, all partnership interests in the Employee Incentive
Platforms have been subscribed. As of the Latest Practicable Date, Awards corresponded to a total
of 37,462,309.50 Shares , representing approximately 13.23% of our total issued Shares, have been
granted. All Awards under the Pre-IPO Equity Incentive Plan have been granted, and no further
Awards will be granted after the Listing.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-8 –


--- page 392 ---
Details of the Awards granted to Directors and senior management of our Company, connected
persons of the Company and the consultants under the Pre-IPO Equity Incentive Plans are set out
below:
Name Position(s)
Relevant Employee
Incentive Platforms
or Sub-Platforms (2)
Approximate
partnership
interests in
the relevant
Employee
Incentive
Platform
Approximate
number of
Shares
corresponding
to awards
granted to
the grantees (1)
Grant prices
per Share (1)
Approximate
shareholding
percentage of
total issued
Shares
immediately
prior to the
Listing
(USD)
Directors and Senior Management
Dr. Gavin Guoyao
Xia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Executive Director,
chief executive
officer and
chairman of the
Board
Y angzhou Liyue
(3) 42.03% 9,925,144 0.30 3.51%
Shanghai Y uanyue (3) 5.81%
Shanghai
Y uantianyue(3)
3.02%
Jin Tian, M.D. /H1118/H1118/H1118/H1118Executive Director
and chief medical
officer
Y angzhou Liyue
(3) 24.42% 5,159,554.5 0.30 1.82%
Dr. Shen Xiao /H1118/H1118/H1118/H1118/H1118Chief scientific
officer
Shanghai
Y uantianyue
62.80% 1,995,000 0.32 0.70%
Dr. Shu Chutian ( ബู
˂) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chief technology
officer
Shanghai
Y uanxuanyue(4)
87.43% 4,085,000 0.11; 0.32 1.44%
Dr. Zhang Huading
(ੵശɕ)/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Executive Director
and chief
operating officer
Shanghai
Y uanyuyue
(4)
46.37% 3,895,000 0.21; 0.32 1.38%
Shanghai
Y uantianyue
29.90%
Shanghai Y uanyue 0.01%
Ms. Wang Y un (׽)H1118Executive Director
and chief of staff
Y angzhou Liyue 32.58% 6,883,158.5 0.17 2.43%
Dr. Feng Jun (ڲ)H1118/H1118Head of
commercialization
Shanghai
Y uanhuangyue(4)
96.00% 1,140,000 0.32 0.40%
Former consultants
Consultant A /H1118/H1118/H1118/H1118/H1118Former external
CMC consultant
Y angzhou Liyue 0.45% 95,000 0.02 0.03%
Consultant B /H1118/H1118/H1118/H1118/H1118Regulatory affairs
consultant
Y angzhou Liyue 0.51% 107,150.5 0.05 0.04%
Other grantees who are employees or former employee
28 other grantees /H1118/H1118/H1118– Shanghai
Y uanyuyue
52.13% 587,527.5 0.11 to 0.32 0.21%
12 other grantees /H1118/H1118/H1118– Shanghai
Y uanxuanyue
12.57% 3,311,415 0.21 to 0.32 1.17%
two other grantees /H1118/H1118– Shanghai
Y uantianyue
4.28% 47,500 0.21 to 0.32 0.02%
five other grantees /H1118/H1118– Shanghai
Y uanhuangyue
4.00% 135,859.5 0.32 0.05%
Notes:
(1) For illustrating the indirect interest of grantees in the Shares, the number of Shares and grant prices per Share are
presented and calculated taking into consideration of the joint stock conversion.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-9 –


--- page 393 ---
Historically, multiple rounds of grants were made under the then applicable incentive plans. The Pre-IPO Equity
Incentive Plan has superseded the previous adopted plans, pursuant to which the relevant awards were re-granted at
grant prices determined based on the weighted average of their respective historical grant prices, resulting in the
current price variances.
(2) As of the Latest Practicable Date, Shanghai Y uanyuyue, Shanghai Y uanxuanyue, Shanghai Y uantianyue and Shanghai
Y uanhuangyue, were established as the Sub-Platforms under Shanghai Y uanyue, holding 38.88%, 28.60%, 19.44%
and 7.27% limited partnership interests therein, respectively.
Unless otherwise specified, the relevant grantees hold limited partnership interests in the respective Employee
Incentive Platforms or Sub-Platforms.
(3) Dr. Gavin Xia, through AleyuanGX, served as the general partner of both Employee Incentive Platforms, and also the
general partner of Shanghai Y uantianyue, a Sub-Platform of Shanghai Y uanyue.
(4) Dr. Shu Chutian, Dr. Zhang Huading and Dr. Feng Jun served as the general partner of Shanghai Y uanxuanyue,
Shanghai Y uanyuyue and Shanghai Y uanhuangyue, each a Sub-Platform of Shanghai Y uanyue, respectively, which is
subject to the management under AleyuanGX as the administrator of Shanghai Y uanyue.
OTHER INFORMATION
Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall on
our Company or any of our subsidiaries under the laws of the PRC.
Litigation
As of the Latest Practicable Date, we were not engaged in any litigation, arbitration or claim
of material importance and no litigation, arbitration or claim of material importance was known to
our Directors to be pending or threatened by or against any member of our Group, that would have
a material and adverse effect on our Group’s results of operations or financial conditions, taken as
a whole.
Preliminary Expenses
As of the Latest Practicable Date, our Company has not incurred any material preliminary
expenses.
Promoter
The promoters of the Company are all of the 42 then Shareholders immediately before our
conversion into a joint stock limited liability company. Within the two years immediately 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 the promoters in connection with the Global Offering
and the related transactions described in this Prospectus.
Taxation of Holders of H Shares
The sale, purchase and transfer of H Shares registered with our Hong Kong branch register of
members will be subject to Hong Kong stamp duty. The current rate charged on each of the
purchaser and seller is 0.1% of the consideration of or, if higher, of the fair value of our Shares
being sold or transferred.
No Material Adverse Change
Our Directors confirm that there has been no material adverse change in the financial or
trading position or prospects of the Group since December 31, 2025 (being the date to which the
latest consolidated financial statements of our Group were prepared).
APPENDIX V STATUTORY AND GENERAL INFORMATION
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Qualifications of Experts
The qualifications of the experts (as defined under the Listing Rules and the Companies
(Winding Up and Miscellaneous Provisions) Ordinance) who have given their opinion and/or advice
in this Prospectus are as follows:
Name Qualification
Jefferies Hong Kong
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation to conduct Type 1 (dealing in
securities), Type 4 (advising on securities) and Type 6
(advising on corporate finance) regulated activities
under the SFO
Merrill Lynch (Asia Pacific)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation to conduct Type 1 (dealing in
securities), Type 4 (advising on securities), Type 5
(advising on futures contracts) and Type 6 (advising on
corporate finance) regulated activities under the SFO
Huatai Financial Holdings
(Hong Kong) Limited /H1118/H1118/H1118/H1118/H1118
A licensed corporation under the SFO for Type 1 (dealing
in securities), Type 2 (dealing in futures contracts), Type
3 (Leveraged foreign exchange trading), Type 4
(advising on securities), Type 6 (advising on corporate
finance), Type 7 (providing automated trading services)
and Type 9 (asset management) regulated activities
under the SFO
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants, and Public Interest Entity
Auditor registered in accordance with the Accounting
and Financial Reporting Council Ordinance
Zhong Lun Law Firm /H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC legal adviser
JunHe LLP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC intellectual property law legal advisor
Junhe Law Office, P .C. /H1118/H1118/H1118/H1118/H1118/H1118U.S. intellectual property law legal advisor
China Insights Industry
Consultancy Limited /H1118/H1118/H1118/H1118/H1118/H1118
Independent industry consultant
A VISTA V aluation Advisory
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Property valuer
As of the Latest Practicable Date, none of the experts named above had any shareholding
interest in our Company or any of our subsidiaries or the right (whether legally enforceable or not)
to subscribe for or to nominate persons to subscribe for securities in any member of our Group.
Consents of Experts
Each of the experts as referred to “Qualifications of Experts” in this Appendix has given and
has not withdrawn their respective written consents to the issue of this Prospectus with the inclusion
of their reports and/or letters (as the case may be) and the references to their names included in the
form and context in which they are respective included.
Joint Sponsors’ Independence
Joint Sponsors satisfy the independence criteria applicable to the sponsors set out in Rule
3A.07 of the Listing Rules.
APPENDIX V STATUTORY AND GENERAL INFORMATION
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Pursuant to the engagement letter entered into between the Company and the Joint Sponsors,
the Joint Sponsors’ fees payable by us to the Joint Sponsors in respect of its service as the sponsors
in connection with the Listing on the Stock Exchange is US$900,000 in aggregate.
Binding Effect
This Prospectus shall have the effect, if an application is made in pursuance of it, of rendering
all persons concerned bound by all of the provisions (other than the penal provisions) of sections
44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as
applicable.
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).
Miscellaneous
Save as otherwise disclosed in this Prospectus:
(a) within the two years preceding the date of this Prospectus: (i) we have 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 commissions, discounts, brokerage fee or other
special terms have been granted in connection with the issue or sale of any shares of our
Company;
(b) no share or loan capital of our Company is under option or is agreed conditionally or
unconditionally to be put under option;
(c) we have not issued nor agreed to issue any founder shares, management shares or
deferred shares;
(d) there are no arrangements under which future dividends are waived or agreed to be
waived;
(e) there are no procedures for the exercise of any right of pre-emption or transferability of
subscription rights;
(f) there are no contracts for hire or hire purchase of plant to or by us for a period of over
one year which are substantial in relation to our business;
(g) there have been no interruptions in our business which may have or have had a
significant effect on our financial position in the last 12 months;
(h) there are no restrictions affecting the remittance of profits or repatriation of capital by
us into Hong Kong from outside Hong Kong;
(i) no part of the equity or debt securities of our Company, if any, is currently listed on or
dealt in on any stock exchange or trading system, and no such listing or permission to
list on any stock exchange other than the Hong Kong Stock Exchange is currently being
or agreed to be sought;
(j) our Company has no outstanding convertible debt securities or debentures;
(k) our Company is a joint stock limited company and is subject to the PRC Company Law;
and
APPENDIX V STATUTORY AND GENERAL INFORMATION
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(l) our Company has adopted a code of conduct regarding Directors’ securities transactions
on terms as required under the Model Code for Securities Transactions by Directors of
Listed Issuers as set out in Appendix C3 to the Hong Kong Listing Rules.
APPENDIX V STATUTORY AND GENERAL INFORMATION
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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to a copy of this Prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) a copy of the material contract referred to in “Appendix V — Statutory and General
Information — Further Information about our Business — Summary of Material
Contract”; and
(b) the written consents referred to in “Appendix V — Statutory and General Information —
Other Information — Consents of Experts”.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be published on the Stock Exchange’s website at
www.hkexnews.hk and the Company’s website at www.alebund.com during a period of 14 days
from the date of this Prospectus:
(a) the Articles of Association;
(b) the audited consolidated financial statements of our Group for the audited consolidated
financial statements of our Group for the financial years ended December 31, 2024 and
2025;
(c) the Accountants’ Report from Ernst & Y oung, the text of which is set out in Appendix
I;
(d) the report from Ernst & Y oung on the unaudited pro forma financial information of our
Group, the text of which is set out in Appendix II;
(e) the property valuation report prepared by A VISTA V aluation Advisory Limited, the text
of which is set out in Appendix III to this document;
(f) the legal opinions issued by Zhong Lun Law Firm, our PRC Legal Adviser, in respect
of, among other things, the general corporate matters and property interests of our Group
under the PRC law;
(g) the legal opinions issued by JunHe LLP and Junhe Law Office, P .C., our IP counsels as
to the PRC and the United States intellectual property laws, respectively;
(h) the industry report issued by China Insights Industry Consultancy Limited referred to in
“Industry Overview”;
(i) the material contract referred to in “Appendix V — Statutory and General Information
— Further Information about our Business — Summary of Material Contract”;
(j) the written consents referred to in “Appendix V — Statutory and General Information —
Other Information — Consents of Experts”;
(k) the service contracts and letters of appointment referred to in “Appendix V — Statutory
and General Information — Further Information about our Directors, Chief Executive
and Substantial Shareholders — Particulars of Directors’ Service Contracts”; and
(l) a copy of the following PRC laws, together with unofficial English translations:
(i) the PRC Company Law;
(ii) the PRC Securities Law; and
(iii) the Overseas Listing Trial Measures.
APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
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禮邦醫藥 ( 江蘇 ) 股份有限公司
Alebund Pharmaceuticals (Jiangsu) Limited
Alebund Pharmaceuticals (Jiangsu) Limited
