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Stock Code : 2493
(A joint stock company incorporated in the People’s Republic of China with limited liability)
邁威 （上海） 生物科技股份有限公司
Mabwell (Shanghai) Bioscience Co., Ltd.
GLOBAL OFFERING
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers
邁威 （上海） 生物科技股份有限公司


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If you are in any doubt about any of the contents of this Prospectus, you should seek independent professional advice.
Mabwell (Shanghai) Bioscience Co., Ltd.
ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 47,130,200 H Shares
Number of Hong Kong Offer Shares : 4,713,200 H Shares (subject to
reallocation)
Number of International Offer Shares : 42,417,000 H Shares (subject to
reallocation)
Maximum Offer Price : HK$30.71 per Offer Share, plus brokerage
of 1.0%, SFC transaction levy of
0.0027%, AFRC transaction levy of
0.00015% and Hong Kong Stock
Exchange trading fee of 0.00565%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 2493
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners, Joint Lead Managers
Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers
Joint Lead Manager
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the
contents of this Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss h owsoever arising from or in
reliance upon the whole or any part of the contents of this Prospectus.
A copy of this Prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies i n Hong Kong and Available
on Display” in Appendix V to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission of Hong Kong and the Registrar of Comp anies in Hong Kong
take no responsibility as to the contents of this Prospectus or any other documents referred to above.
The Offer Price is expected to be determined by agreement between the Overall Coordinators (for themselves and on behalf of the Underwriters) and the C ompany on the Price
Determination Date. The Price Determination Date is expected to be on or around Friday, April 24, 2026 (Hong Kong time) and, in any event, not later than 12:00 noon on Friday,
April 24, 2026 (Hong Kong time). The Offer Price will not be more than HK$30.71 per Offer Share and is currently expected to be not less than HK$27.64 per O ffer Share. If,
for any reason, the Offer Price is not agreed at or before 12:00 noon on Friday, April 24, 2026 (Hong Kong time) between the Overall Coordinators (for the mselves and on behalf
of the Underwriters) and the Company, the Global Offering will not proceed and will lapse.
The Overall Coordinators, on behalf of the Underwriters, may, where considered appropriate and with the Company’s consent, reduce the number of Hong Kong Offer
Shares and/or the indicative Offer Price range below that is stated in this Prospectus (which is HK$27.64 to HK$30.71) at any time on or prior to the morn ing of the last
day for lodging applications under the Hong Kong Public Offering. In such a case, an announcement will be published on the website of our Company at
http://www.mabwell.com
and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the offer will be canceled and relaunched at the revised number
of Offer Shares and/or the revised Offer Price range and the requirements under Rule 11.13 of the Listing Rules (which include the issue of a supplement al or a new
prospectus (as appropriate)), as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the d ay which is the
last day for lodging applications under the Hong Kong Public Offering. Further details are set forth in the sections headed “Structure of the Global Of fering” and “How
to Apply for Hong Kong Offer Shares” in this Prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Overall Coordinators (for themselves and on behalf
of the Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. Further details of such circumstances are set out in the section hea ded “Underwriting —
Underwriting Agreements — Hong Kong Underwriting Agreement — Grounds for Termination” 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” in this Prospectus.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States and may not be off ered, sold, pledged or
transferred within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U .S. Securities Act. The Offer
Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S.
A TTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this document to the pub lic in relation to the
Hong Kong Public Offering.
This Prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at http://www.mabwell.com . If you require a printed copy
of this Prospectus, you may download and print from the website addresses above.
IMPORTANT
Monday, April 20, 2026


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering. We will not provide printed copies of this Prospectus to the public in relation to the
Hong Kong Public Offering.
This Prospectus is available at the website of the Hong Kong Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ”
section, and our website at http://www.mabwell.com . If you require a printed copy of this
Prospectus, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may use one of the following application
channels:
Application Channel Platform Target Investors Application Time
HK eIPO White Form
service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118www.hkeipo.hk Investors who would like to
receive a physical H
Share certificate. Hong
Kong Offer Shares
successfully applied for
will be allotted and issued
in your own name.
From 9:00 a.m. on Monday,
April 20, 2026 to 11:30
a.m. on Thursday, April
23, 2026, Hong Kong
time.
The latest time for
completing full payment of
application monies will be
12:00 noon on Thursday,
April 23, 2026, Hong Kong
time.
HKSCC EIPO channel /H1118/H1118Y our broker or custodian who
is a HKSCC Participant
will submit an EIPO
application on your behalf
through HKSCC’s FINI
system in accordance with
your instruction
Investors who would not like
to receive a physical H
Share certificate. Hong
Kong Offer Shares
successfully applied for
will be allotted and issued
in the name of HKSCC
Nominees, deposited
directly into CCASS and
credited to your
designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the earliest
and latest time for giving
such instructions, as this
may vary by broker or
custodian.
We will not provide any physical channels to accept any application for the Hong Kong
Offer Shares by the public. The contents of the electronic version of this Prospectus are
identical to the printed document 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.
Please refer to the section headed “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.
IMPORTANT
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Y our application through the HK eIPO White Form service or the HKSCC EIPO channel
must be for a minimum of 200 Hong Kong Offer Shares and in one of the numbers set out in the
table. If you are applying through the HK eIPO White Form service, you may refer to the table
below for the amount payable for the number of H Shares you have selected. Y ou must pay the
respective maximum amount payable on application in full upon application for Hong Kong Offer
Shares. If you are applying through the HKSCC EIPO channel, you are required to prefund your
application based on the amount specified by your broker or custodian, as determined based on the
applicable laws and regulations in Hong Kong.
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 6,203.95 4,000 124,078.84 60,000 1,861,182.62 800,000 24,815,768.28
400 12,407.88 5,000 155,098.56 70,000 2,171,379.72 900,000 27,917,739.31
600 18,611.83 6,000 186,118.27 80,000 2,481,576.83 1,000,000 31,019,710.36
800 24,815.77 7,000 217,137.97 90,000 2,791,773.94 2,000,000 62,039,420.70
1,000 31,019.72 8,000 248,157.68 100,000 3,101,971.04 2,356,600
(1) 73,101,049.41
1,200 37,223.66 9,000 279,177.39 200,000 6,203,942.06
1,400 43,427.59 10,000 310,197.10 300,000 9,305,913.10
1,600 49,631.54 20,000 620,394.20 400,000 12,407,884.15
1,800 55,835.47 30,000 930,591.31 500,000 15,509,855.18
2,000 62,039.42 40,000 1,240,788.41 600,000 18,611,826.21
3,000 93,059.14 50,000 1,550,985.52 700,000 21,713,797.25
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares
initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in
the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application
channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock Exchange trading fee and
the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
No application for any other number of Hong Kong Offer Shares will be considered and any
such application is liable to be rejected.
IMPORTANT
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If there is any change in the following expected timetable of the Hong Kong
Public Offering, we will issue an announcement in Hong Kong to be published on the websites
of the Stock Exchange at www.hkexnews.hk and our Company at http://www.mabwell.com .
Date (1)
Hong Kong Public Offering commences ................................ .9:00 a.m. on
Monday, April 20, 2026
Latest time to complete electronic applications
under the HK eIPO White Form service through
the designated website at www.hkeipo.hk (2) ........................... 1 1:30 a.m. on
Thursday, April 23, 2026
Application lists open (3) ........................................... 1 1:45 a.m. on
Thursday, April 23, 2026
Latest time for (a) completing payment of HK eIPO White Form
applications by effecting internet banking transfer(s)
or PPS payment transfer(s) and (b) applying through the
HKSCC EIPO channel
(4) ....................................... .12:00 noon on
Thursday, April 23, 2026
If you are instructing your broker or custodian who is a HKSCC Participant will submit an
EIPO application on your behalf through HKSCC’s FINI system in accordance with your
instruction, 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 close
(3) ....................... .12:00 noon on Thursday, April 23, 2026
Expected Price Determination Date (5) ........................ a to r before 12:00 noon on
Friday, April 24, 2026
Announcement of the Offer Price, the level 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 to be published
on our website at www.mabwell.com
(6) and the website of the Stock Exchange
at www.hkexnews.hk on or before ......................... .Monday, April 27, 2026
The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be made available through a variety of
channels, including:
 in the announcement to be posted on our website
and the website of the Stock Exchange at www.mabwell.com
(6)
and www.hkexnews.hk , respectively ..................... a to r before 11:00 p.m. on
Monday, April 27, 2026
EXPECTED TIMETABLE
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 on the designated results of allocation
at www.tricor.com.hk/ipo/result or
www.hkeipo.hk/IPOResult with
a “search by ID” function from .............. 1 1:00 p.m. on Monday, April 27, 2026 to
12:00 midnight on Sunday, May 3, 2026
 from the allocation results telephone enquiry
line by calling +852 3691 8488 between 9:00 a.m.
and 6:00 p.m. from ................................. T uesday, April 28, 2026 to
Monday, May 4, 2026
(excluding Saturday, Sunday and
public holidays in Hong Kong)
For those applying through HKSCC EIPO channel,
you may also check with your broker or custodian from ............ .6:00 p.m. on Friday,
April 24, 2026
H Share certificates in respect of wholly or partially
successful applications to be dispatched or deposited
into CCASS on or before
(7)(9) ............................. .Monday, April 27, 2026
HK eIPO White Form e-Auto Refund payment instructions/refund
cheques in respect of wholly or partially successful
applications if the final Offer Price is less than the
maximum Offer Price per Offer Share initially paid
on application (if applicable) or wholly or partially
unsuccessful applications to be dispatched on or before
(8)(9) ........T uesday, April 28, 2026
Dealings in the H Shares on the Hong Kong Stock Exchange
expected to commence at 9:00 a.m. on ........................ T uesday, April 28, 2026
Notes:
(1) All dates and times refer to Hong Kong local dates and times, except as otherwise stated. Details of the structure of
the Global Offering, including conditions of the Hong Kong Public Offering, are set forth in the section headed
“Structure of the Global Offering” in this Prospectus.
(2) Y ou will not be permitted to submit your application through the designated website at www.hkeipo.hk after 11:30
a.m. on the last day for submitting applications. If you have already submitted your application and obtained an
application reference number from the designated website 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 making
applications, when the application lists close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning and/or Extreme
Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, April 23, 2026, the
application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares — E. Bad Weather
Arrangements” for details.
(4) If you instruct your broker or custodian who is a HKSCC Participant to give electronic application instructions via
FINI to apply for the Hong Kong Offer Shares on your behalf, you should contact your broker or custodian for the
latest time for giving such instructions which may be different from the latest time as stated above.
(5) The Price Determination Date is expected to be on or around Friday, April 24, 2026 and, in any event, not later than
12:00 noon on Friday, April 24, 2026. If, for any reason, we do not agree with the Overall Coordinators (for
themselves and on behalf of the Underwriters) on the pricing of the Offer Shares by 12:00 noon on Friday, April 24,
2026, the Global Offering will not proceed and will lapse.
(6) None of the websites or any of the information contained on the websites forms part of this Prospectus.
EXPECTED TIMETABLE
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(7) The H Share certificates will only become valid evidence of title provided that the Global Offering has become
unconditional in all respects and neither of the Hong Kong Underwriting Agreement nor the International
Underwriting Agreement is terminated in accordance with its respective terms prior to 8:00 a.m. on the Listing Date.
The Listing Date is expected to be on or about Tuesday, April 28, 2026. Investors who trade the H Shares on the basis
of publicly available allocation details prior to the receipt of H Share certificates or prior to the H Share certificates
becoming valid evidence of title do so entirely at their own risk.
(8) HK eIPO White Form e-Auto Refund payment instructions/refund checks will be issued in respect of wholly or
partially unsuccessful applications and also in respect of wholly or partially successful applications in the event that
the final Offer Price is less than the maximum price payable per Offer Share on application.
(9) Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to “How
to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of Application
Monies” for details.
Applicants who have applied through the HK eIPO White Form service and paid their applications monies through
single bank accounts may have refund monies (if any) dispatched to the bank account in the form of HK eIPO White
Form e-Auto Refund payment instructions. Applicants who have applied through the HK eIPO White Form service
and paid their application monies through multiple bank accounts may have refund monies (if any) dispatched to the
address as specified in their application instructions in the form of refund checks in favor of the applicant (or, in the
case of joint applications, the first-named applicant) by ordinary post at their own risk.
Further information is set out in the section headed “How to Apply for Hong Kong Offer Shares — D.
Despatch/Collection of H Share Certificates and Refund of Application Monies”.
The above expected timetable is a summary only. For details of the structure of the
Global Offering, including its conditions, and the procedures for applications for Hong Kong
Offer Shares, please refer to the sections headed “Structure of the Global Offering” and “How
to Apply for Hong Kong Offer Shares” in this Prospectus, respectively.
If the Global Offering does not become unconditional or is terminated in accordance with its
terms, the Global Offering will not proceed. In such a case, our Company will publish an
announcement as soon as practicable thereafter.
EXPECTED TIMETABLE
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This Prospectus is issued by us solely in connection with the Hong Kong Public Offering
and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of
an offer to buy any security other than the Hong Kong Offer Shares offered by this Prospectus
pursuant to the Hong Kong Public Offering. This Prospectus may not be used for the purpose
of making, and does not constitute, an offer or invitation in any other jurisdiction or in any
other circumstances. No action has been taken to permit a public offering of the Hong Kong
Offer Shares in any jurisdiction other than Hong Kong and no action has been taken to permit
the distribution of this Prospectus in any jurisdiction other than Hong Kong. The distribution
of this Prospectus for purposes of a public offering and the offering and sale of the Hong
Kong Offer Shares in other jurisdictions are subject to restrictions and may not be made
except as permitted under the applicable securities laws of such jurisdictions pursuant to
registration with or authorization by the relevant securities regulatory authorities or an
exemption therefrom.
You should rely only on the information contained in this Prospectus to make your
investment decision. The Hong Kong Public Offering is made solely on the basis of the
information contained and the representations made in this Prospectus. We have not
authorized anyone to provide you with information that is different from what is contained in
this Prospectus. Any information or representation not contained nor made in this Prospectus
must not be relied on by you as having been authorized by us, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, 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 7
GLOSSARY OF TECHNICAL TERMS .................................... 3 0
FORW ARD-LOOKING STA TEMENTS .................................... 3 9
RISK FACTORS .................................................... 4 0
W AIVERS AND EXEMPTION .......................................... 6 9
INFORMA TION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING ..... 7 8
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING .......... 8 2
CORPORA TE INFORMA TION .......................................... 8 6
INDUSTRY OVERVIEW .............................................. 8 8
REGULA TORY OVERVIEW ........................................... 1 0 6
CONTENTS
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HISTORY , DEVELOPMENT AND CORPORA TE STRUCTURE .................. 1 2 2
BUSINESS ........................................................ 1 3 8
DIRECTORS AND SENIOR MANAGEMENT ............................... 2 3 1
RELA TIONSHIP WITH OUR CONTROLLING SHAREHOLDERS ............... 2 4 7
SUBSTANTIAL SHAREHOLDERS ...................................... 2 5 2
CORNERSTONE INVESTORS .......................................... 2 5 3
SHARE CAPITAL ................................................... 2 5 9
FINANCIAL INFORMA TION .......................................... 2 6 1
FUTURE PLANS AND USE OF PROCEEDS ............................... 2 8 4
UNDERWRITING ................................................... 2 8 7
STRUCTURE OF THE GLOBAL OFFERING ............................... 2 9 6
HOW TO APPL Y FOR HONG KONG OFFER SHARES ....................... 3 0 1
APPENDIX I ACCOUNTANTS’ REPORT .......................... I - 1
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMA TION . . . II-1
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIA TION ........... III-1
APPENDIX IV STA TUTORY AND GENERAL INFORMA TION ........... I V - 1
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON
DISPLAY ...................................... V - 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 the entire Prospectus before you decide to invest in the Offer Shares.
In particular , we are a biotechnology company seeking to list on the Main Board of the Stock
Exchange under Chapter 18A of the Listing Rules on the basis that we are unable to meet the
requirements under Rule 8.05 (1), (2) or (3) of the Listing Rules. There are unique challenges,
risks and uncertainties associated with investing in companies such as ours. Our Core
Product (9MW2821) is the product for the purpose of satisfying the eligibility requirements
under Chapter 18A of the Listing Rule and Chapter 2.3 of the Guide for New Listing
Applicants. Our Core Product is an antibody-drug conjugate currently investigated in Phase
II and pivotal Phase III clinical trials for oncology indication. We are operating in a highly
competitive market with intense competition from multi-national and domestic
pharmaceutical companies. We may continue to incur substantial costs and expenses in
relation to research and development activities for the Core Product, and the Core Product
may not be successfully developed or marketed. In addition, we have incurred significant
operating losses since our inception, and we expect to remain loss making in the near term.
We had negative net cash flow from operating activities during the Track Record Period. We
did not declare or pay any dividends during the Track Record Period and do not intend to pay
any dividends in the near future. Your investment decision should be made in light of these
considerations.
OVERVIEW
Founded in 2017, we are a pharmaceutical company in China recognized for our ability to
innovate in drug development and for our end-to-end capabilities from drug discovery to
commercial sales. The A Shares of our Company have been listed on the Shanghai Stock Exchange
STAR Market (stock code: 688062) since January 2022. We have one Core Product 9MW2821
(bulumtatug fuvedotin) (“ BFv”), a Nectin cell adhesion molecule 4 (“ Nectin-4 ”) targeting
antibody-drug conjugate (“ ADC”) (the “ Nectin-4 targeting ADC ”). In addition, we have built a
pipeline portfolio consisting of 4 commercialized products and 10 drug candidates (1 in NDA stage,
8 in clinical stage and 1 in preclinical stage) with various modalities.
Our self-developed Core Product 9MW2821 is the product of our ADC technologies and our
expertise in the field. As of the Latest Practicable Date, 9MW2821 was the most advanced among
all Nectin-4 targeting ADCs for urothelial carcinoma (“ UC”) developed in China in terms of clinical
development stage and only second to Padcev, the only FDA-approved Nectin-4 targeting ADC
globally, according to Frost & Sullivan. 9MW2821 was also the first Nectin-4 targeting ADC
globally to enter a pivotal Phase III trial for cervical cancer (“ CC”), according to the same source.
We are currently conducting multiple clinical trials on 9MW2821, including among others, (i) Phase
III trials of 9MW2821 in UC as a monotherapy and in combination with toripalimab (an approved
PD-1 antibody drug for the treatment of indications including multiple solid tumors), respectively,
(ii) a Phase III trial of 9MW2821 in CC as a monotherapy, (iii) a Phase II trial of 9MW2821 in triple
negative breast cancer (“ TNBC ”) as a monotherapy or in combination with toripalimab; and (iv) a
Phase II clinical trial of 9MW2821 in advanced EC as a monotherapy. As of the Latest Practicable
Date, we secured 147 patents and submitted 271 patent applications globally, including 27 patents
and 15 patent applications in relation to our Core Product.
WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND/OR MARKET OUR
CORE PRODUCT.
We mainly focused on developing drugs internally for oncology and age-related diseases, in
areas such as oncology, immunology, ophthalmology and orthopedics, which pose significant health
risks globally with unmet clinical needs. Our pipeline portfolio consists of innovative drug
candidates (including ADCs and other modalities) and commercialized drugs. For more details, see
SUMMARY
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“Business — Overview.” We are developing our Core Product and other product candidates in
highly competitive markets with intense competition. For more details, see “Risk Factors — Risks
Relating to the Development of Our Drug Candidates — We face fierce competition from existing
drugs and drug candidates under development.” The chart below summarizes the development
status of our pipeline products as of the Latest Practicable Date.
Product
Target/Active
Pharmaceutical
ingredients
Internal/
External Indications
Clinical
trial
location
Pre-
Clinical IND Phase 1 Phase 2 Phase 3 NDA Market
Approval
“IND/NDA”
Application/Approval
Number
Current status/Next milestone Rights Partners
Oncology
9MW2821 Nectin-4
ADC1 Self-developed8
*UC monotherapy (2L+)2 China 2021LP01688
Phase III trial stage;
BTD granted by NMPA in August 2024;
Expect to conduct interim analysis and
submit pre-NDA in H2 2026
Global
*UC combination
with toripalimab (1L) China 2023LP00633
Phase III trial stage;
BTD granted by NMPA in January 2025;
Expect to conduct interim analysis and
submit pre-NDA in H2 2026
UC perioperative combination
with toripalimab China 2024LP02554 Phase II trial stage;
IND approved in November 2024
TNBC monotherapy
(resistance to TOPi-based ADC)2
China 2024LP01576 Phase II trial stage;
Expect to finish Phase II trial in 2026
United
States1 IND 161043
Phase Ib trial stage (bridging study for dose optimization);
IND approved in March 2025;
FTD granted by FDA in July 2024
TNBC combination
with toripalimab (1L) China 2024LP01576 Phase II trial stage;
Expect to finish Phase II trial in 2026
*CC monotherapy (2/3L)2 China 2021LP01688
Phase III trial stage;
FTD granted by FDA in May 2024;
Expect to conduct interim analysis
and submit pre-NDA in H2 2026
gynecological cancers
(including CC) combination with
other anti-tumor treatments (1L)
China 2024LP02507
Phase Ib/II trial stage;
IND approved in November 2024;
Expect to finish Phase Ib/II trial in 2026
EC monotherapy (2L+)2 China 2021LP01688
Phase II trial stage;
FTD granted by FDA in February 2024;
ODD granted by FDA in August 2024
Advanced solid tumor
(including EC) combination
with other anti-tumor treatments (1L)
China 2024LP02507
Phase Ib/II trial stage;
IND approved in November 2024;
Expect to finish Phase Ib /II trial in H2 2026
UC monotherapy or in combination
with toripalimab (1L) China 2021LP01688 Phase II trial stage
Expect to finish Phase II trial in H2 2027
7MW3711 B7-H3
ADC Self-developed
Lung cancer monotherapy (2L+)3 China 2023LP01409
Phase I/II trial stage;
ODD granted by FDA in July 2024;
Expect to finish Phase I/II trial in H1 2027
Global
Advanced solid tumor combination with
toripalimab, with or without
other chemotherapy drugs
China 2025LP00966 IND approved in April 2025
Advanced solid tumor combination with JS207,
with or without antitumor chemotherapy China 2025LP03595 Phase Ib/II trial stage
Advanced solid tumor
China 2023LP01409 Phase I/II trial stage;
Expect to finish Phase I/II trial in H1 2027
United
States3 IND 169107 IND approved in February 2024
7MW4911 CDH17
ADC Self-developed
Advanced solid tumor China 2025LP02657 Phase I/II trial stage
Global
Advanced Colorectal Cancer and Other Advanced
Gastrointestinal Tumors
United
States IND 176738 Phase I/II trial stage
6MW5311 LILRB4/CD3 Self-developed AML, CMML and MM
China N/A Preclinical stage;
Expect to file IND application in H1 2026
Global
United
States N/A Preclinical stage;
Expect to file IND application in H1 2026
Mailisheng
(廇䮑䐞®)
HSA-mhG-CSF/
fusion protein
Self-developed;
License-out5 Febrile neutropenia4 China 2025S01495 Approved for marketing in May 2025 Ex-Greater
China5
Maiweijian
(廇≪ὤ®)
RANKL/
denosumab
biosimilar
Self-developed;
Licensed-out6
Giant cell tumor of bone China 2024S0048114 Approved for marketing in March 2024 Global 6
Multiple
collaboration
companies
Solid tumor bone metastases
and multiple myeloma7 China 2016L08301 – Global
Immunology
9MW1911* ST2/monoclonal
antibody Self-developed COPD China,
United States 2021LP00644 Phase II trial stage;
Expect to initiate Phase III trial by the end of 2026 Global
9MW3811*
IL-11/
monoclonal
antibody
Self-developed
Idiopathic pulmonary fibrosis
China 2023LP00957 Finished Phase I  trial in May 2024
Greater
China9
Australia CT-2022-CTN-04821-1 Finished Phase I  trial in December 2023
United
States8 IND 165283 IND approved in June 2023
Hypertrophic scars and keloids China 2025LP02967 Phase II trial stage
Junmaikang
(⌚廇ⶶ®)
TNF-α/
adalimumab
biosimilar
Co-developed10;
Licensed-out12 8 indications (RA, AS, Ps, etc.)11 China 2022S0014215 Approved for marketing in March 2022 Global 12
Multiple
collaboration
companies
Orthopedics
1MW5011
(RP901) Undisclosed License-in10 Osteoarthritis China 2021LP00131 Phase II trial stage;
Expect to finish Phase II  trial in  2028
Greater
China
Mailishu
(廇ℨ儑®)
RANKL/
denosumab
biosimilar
Self-developed;
Licensed-out6
The treatment of osteoporosis in
postmenopausal women at high risk
of fracture13
China 2024S0048115 Approved for marketing in March 2023 Global 6
Multiple
collaboration
companies
Ophthalmology
9MW0211
VEGF/
monoclonal
antibody
Self-developed nAMD China 2020B02434 Phase II/III trial stage China
9MW0813
VEGF-Trap/
aflibercept
biosimilar
Self-developed;
Licensed-out14 DME, nAMD China CXSS2500098 NDA received and accepted by NMPA in September 2025;
Under registration review Global14
Leading Indian
pharmaceutical
companies
Hematology 9MW3011*
TMPRSS6/
monoclonal
antibody
Self-developed;
Licensed-out10
Polycythemia vera16 China 2023LP00017 Phase Ib trial stage;
Expect to finish Phase Ib trial in H1 2027 Greater
China,
Southeast
AsiaIron overload disorders
including β-thalassemia China 2023LP00016 Phase Ib trial stage
NMPA
NMPA
NMPA
NMPA
FDA
NMPA
NMPA
NMPA
NMPA
NMPA
NMPA
FDA
NMPA
FDA
NMPA
FDA
NMPA
NMPA
NMPA, FDA
NMPA
TGA
FDA
NMPA
NMPA
NMPA
NMPA
The clinical trial is exemptCore product
 Key product * Lead Indications
 NMPA Breakthrough Therapy Designation FDA Fast Track Designation FDA Orphan Drug Designation
NMPA
BTD
BTD
FTD1
FTD
FTD ODD
ODD
NMPA
NMPA
NMPA
NMPA
FTD ODD
ODDFTDBTD
NMPA
NMPA
NMPA
NMPA
Notes: 1. The FDA issued a study may proceed letter for the Phase I clinical trial of 9MW2821 for Nectin-4 positive
metastatic solid tumors in July 2022, and we submitted to the FDA the protocol amendment for 9MW2821 as a
monotherapy for the treatment of TNBC in patients with resistance to topoisomerase inhibitors based ADC in
December 2024. The FDA approved the protocol amendment for 9MW2821 on March 12, 2025. The FDA granted the
Fast Track Designation (“FTD”) for 9MW2821 for the treatment of locally advanced or metastatic Nectin-4 positive
TNBC in July 2024. The NMPA did not grant the FTD to 9MW2821 for the same indication in China because the
NMPA does not have a FTD program. Also, NMPA ’s Priority Review and Approval program, which is similar to the
FTD, must be filed concurrently with the submission of the NDA to the NMPA, and 9MW2821 has not reached the
NDA stage. For details, see “Business — Core Product 9MW2821: A Nectin-4 Targeting ADC for the Treatment of
Cancer — Overview.” 2. We will continue to explore 9MW2821 as a monotherapy for the second or later line
treatment of UC, TNBC, CC and EC. For details, see “Business — Core Product 9MW2821: A Nectin-4 Targeting
ADC for the Treatment of Cancer — Clinical Development Plan.” The clinical trial of 9MW2821 as a monotherapy
for TNBC will be conducted in patients with resistance to TOPi based ADCs, which refer to a class of ADC drugs
targeting topoisomerase inhibitors. The FTD/ODD designations granted by the FDA to 9MW2821 as a monotherapy
for CC and EC were based on the results of 9MW2821’s clinical trials in China. 3. We will continue to explore
7MW3711 as a monotherapy for the second or later line treatment of SCLC. For details, see “Business — 7MW3711:
A B7-H3 Targeting ADC for the Treatment of Cancer — Summary of Clinical Trials.” The FDA issued a study may
proceed letter for the Phase I/II clinical trial of 7MW3711 for advanced solid tumors in February 2024. The ODD
SUMMARY
–2–


--- page 12 ---
designation granted by the FDA to 7MW3711 as a monotherapy for SCLC was based on the results of 7MW3711’s
clinical trials in China. 4. The approved indication for Mailisheng ( ᒕ୐͛®) is to be used in adult patients with
non-myeloid malignancies to reduce the incidence of infections manifested by febrile neutropenia when receiving
myelosuppressive anticancer drugs associated with a clinically significant incidence of febrile neutropenia. 5. We
entered into an agreement with Qilu Pharmaceutical Co. Ltd. (“Qilu”), to grant Qilu the exclusive rights to develop,
manufacture, improve, utilize and commercialize Mailisheng ( ᒕ୐͛
®) in Greater China. 6. We entered into overseas
cooperation agreements for Maiweijian ( ᒕሊ਄®) and Mailishu ( ᒕлബ®) in 33 and 33 countries, respectively,
including among others, commercialization agreements with various leading pharmaceutical companies in countries
such as Brazil, Peru, the Philippines and Saudi Arabia as of the Latest Practicable Date. Under the commercialization
agreements, our collaboration partner has the right to commercialize Maiweijian ( ᒕሊ਄
®) and Mailishu ( ᒕлബ®)
in Brazil, Peru, Philippines and multiple countries within the Middle East and North Africa regions, while we retain
ownership of rights. 7. We plan to file supplementary application for Maiweijian ( ᒕሊ਄
®) for the treatment of solid
tumor bone metastases and multiple myeloma with the NMPA, and the indication extrapolation is exempt from
clinical trial. 8. The FDA approved the IND application of 9MW3811 for idiopathic pulmonary fibrosis in June 2023.
9. We entered into an exclusive licensing agreement with Calico Life Sciences LLC (“Calico”), a U.S.-based
company, to grant Calico the exclusive rights to develop, manufacture, and commercialize 9MW3811 in all regions
except Greater China. 10. For details of our collaboration with Junshi and its affiliates, Shanghai Institute of Materia
Medica, Chinese Academy of Sciences, out-licensing of 9MW0311, and in-licensing of 1MW5011 (RP901), see
“Business — Collaboration and Licensing Agreements.” 11. Junmaikang ( ёᒕੰ
®) was approved for rheumatoid
arthritis, ankylosing spondylitis and psoriasis by the NMPA in March 2022, and for Crohn’s disease, uveitis,
polyarticular juvenile idiopathic arthritis, pediatric plaque psoriasis, and pediatric Crohn’s disease by the NMPA in
November 2022. 12. We entered into overseas cooperation agreements for Junmaikang ( ёᒕੰ
®) in 17 countries,
including among others, commercialization agreements with various leading pharmaceutical companies in countries
such as Peru. Under the commercialization agreements, our collaboration partners have the right to commercialize
Junmaikang ( ᒕлബ
®) in Peru and other countries while we retain ownership of rights. 13. We will continue to
explore Mailishu ( ᒕлബ®) in other types of osteoporosis. 14. We entered into a series of overseas cooperation
agreements, including among others, commercialization agreements with one leading pharmaceutical company in
India in March 2024. Under the commercialization agreements, our collaboration partner has the right to
commercialize 9MW0813 in India and multiple countries in South Asia and Africa, while we retain ownership of
rights. 15. For marketed products, drug registration certificate numbers are listed. 16. We will continue to explore
9MW3011 for the treatment of polycythemia vera. For details, see “Business — 9MW3011: A TMPRSS6 Targeting
Antibody for the Treatment of Blood Disease — Summary of Clinical Trials.” The FTD/ODD designations granted
by the FDA to 9MW3011 as a monotherapy for polycythemia vera was based on the results of 9MW3011’s pre-clinical
study in China. 17. For clinical trials, only those sponsored by us are shown in the above pipeline table. The clinical
trial of 9MW2821 as a combination therapy with JS207 is not disclosed in the pipeline table because the trial is
sponsored by Junshi (which developed JS207), and we expect to supply 9MW2821 to be used in the trial.
* The first drug candidate to obtain clinical approval or first drug candidate to enter registrational trial among
domestically developed drugs in China with the same target.
Abbreviations: ADC: antibody-drug conjugate; AS: ankylosing spondylitis; B7-H3: B7 Homolog 3; CC: cervical cancer; CD3:
cluster of differentiation 3; CDH17: Cadherin-17; COPD: chronic obstructive pulmonary disease; DME: diabetic macular edema;
EC: esophageal cancer; mhG-CSF: mutated human granulocyte colony-stimulating factor; HSA: human serum albumin; IL-11:
interleukin 11; nAMD: neovascular (wet) age-related macular degeneration; Ps: psoriasis; RA: Rheumatoid arthritis; RANKL:
receptor activator of nuclear factor kappa- /H9002ligand; SCLC: small-cell lung carcinoma; ST2: suppressor of tumorigenicity 2; TCE:
T-cell engagers; TMPRSS6: transmembrane protease serine 6; TNBC: triple-negative breast cancer; TNF- /H9251: tumor necrosis factor
/H9251; TOPi: topoisomerase inhibitors; UC: urothelial cancer; VEGF: vascular endothelial growth factor
Since our establishment in 2017, we have positioned ourself as an innovative pharmaceutical
company dedicated to new drug R&D. We have been continuously developing and upgrading our
technology platforms, namely the ADC drug development platform, the integrated high-efficiency
antibody discovery platform, and T-cell engager-based bi/tri-specific antibody development
platform. We build these technology platforms primarily to facilitate the discovery and development
of new drug candidates. In May 2025, the NMPA granted the marketing approval of Mailisheng ( ᒕ
୐͛
®) (R&D code: 8MW0511), our first commercialized innovative drug. Mailisheng ( ᒕ୐͛®)
was approved as a treatment to decrease the incidence of infection, as manifested by febrile
neutropenia, in adult patients with non-myeloid malignancies receiving myelosuppressive anti-
cancer drugs associated with a clinically significant incidence of febrile neutropenia.
Meanwhile, we are open to opportunities to develop and commercialize biosimilars, given the
R&D process of biosimilars is generally much shorter than that of new biologics, and could generate
revenues for us within a relatively short time. As of the Latest Practicable Date, we have three
commercialized biosimilars, namely Mailishu, Maiweijian and Junmaikang that have received
marketing approval. In August 2025, Mailishu and Maiweijian received marketing approval from
the Drug Regulatory Authority of Pakistan. Mailishu and Maiweijian represent the first biosimilar
to Prolia
® and Xgeva ®, respectively, approved in Pakistan. In December 2025, Junmaikang received
marketing approval in Indonesia.
SUMMARY
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--- page 13 ---
Although the list of drugs that enter the central procurement scheme applies to all provinces
in China, there are variations as to how the central procurement scheme is implemented in different
provinces, such as those regarding purchase quantity, reimbursement standards and implementation
timeline for a particular drug. Anhui Province is currently leading a pilot program of central
procurement scheme for biologic drugs (including biosimilars). The specific policies and
regulations of this pilot program have not been finalized. There is a lack of concrete official plan
regarding whether, when and how the central procurement scheme for biologic drugs may be later
implemented in other provinces. As of the Latest Practicable Date, none of our commercialized
products had been selected to join the drug procurement catalogue under the central procurement
scheme in China. Also, none of the peer products for our commercialized products had been selected
to join the drug procurement catalogue under the central procurement scheme. China’s central
procurement scheme (at the national level) predominately focuses on chemical drugs and traditional
Chinese medicines, which our current commercialized products do not cover. For details, please
refer to “Risk Factors — Risks Relating to Commercialization and Manufacturing — Our
commercialized drugs and any future approved drug candidates may not be covered by insurance
or reimbursement programs or may become subject to unfavorable insurance policies or
reimbursement practices.”
ADC Products
Core Product 9MW2821: A Nectin-4 Targeting ADC for the Treatment of Cancer
9MW2821 (BFv) is a new Nectin-4 targeting ADC developed using our proprietary ADC
platform and integrated high-efficiency antibody discovery platform. We completed a Phase I/IIa
clinical trial of 9MW2821 in China in August 2024 and a Phase Ib/II clinical study of 9MW2821
in combination with toripalimab in China in patients with locally advanced or metastatic UC in July
2024. We initiated a Phase III clinical trial to compare 9MW2821 as a second or later line
monotherapy against a chemotherapy chosen by the investigator (the “investigator-choice
chemotherapy”) in patients with locally advanced UC or UC that has spread to other parts of the
body and cannot be surgically removed (the “metastatic inoperable UC”) that is previously treated
with platinum-containing chemotherapy and PD-(L)1 inhibitors in December 2023 and expect to
complete it in the second half of 2027; a Phase III clinical trial to evaluate 9MW2821 in
combination with toripalimab versus standard chemotherapy as first-line treatment in patients with
UC that is either too advanced to be removed surgically or has spread to other parts of the body (the
“unresectable locally and advanced or metastatic UC”) in August 2024 and expect to complete it in
2028; a Phase III clinical trial to evaluate 9MW2821 as a second or third line monotherapy in
patients with advanced or metastatic CC in September 2024 and expect to complete it in 2027. We
plan to submit an NDA to the NMPA for the treatment of locally advanced or metastatic UC as a
second or later line monotherapy in 2027. Also, we plan to conduct an interim analysis of the Phase
III clinical trial for the combination therapy with toripalimab in first-line locally advanced or
metastatic UC the second half of 2026 and, depending on the conclusion of the interim analysis,
submit an NDA application based on the interim results of the clinical trial in 2027. We also plan
to submit an NDA to the NMPA for the treatment of recurrent or metastatic CC as a second or third
line treatment in 2027. We consider these three indications as the lead indications of our Core
Product 9MW2821 (used to satisfy the eligibility requirements under Chapter 2.3 of the Guide and
Chapter 18A of the Listing Rules). We are also conducting a Phase II trial to evaluate the efficacy
and safety of 9MW2821 monotherapy or in combination with toripalimab in patients with locally
advanced or metastatic TNBC in China. TNBC is a subset of breast cancer. We expect to complete
the Phase II trial in the first half of 2027. We initiated a Phase I study for 9MW2821 as monotherapy
in TNBC patients with resistance to topoisomerase inhibitors based ADC in the U.S. in August 2025
and plan to conduct a global multi-center Phase II or Phase III clinical trial as monotherapy in
TNBC patients with resistance to topoisomerase inhibitors based ADC. In addition, a Phase II
clinical trial of 9MW2821 as a combination therapy with JS207 was initiated in September 2025.
SUMMARY
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--- page 14 ---
9MW2821 has received multiple regulatory designations. The FDA granted three Fast Track
Designations (“ FTD”) for 9MW2821 for the treatment of (i) advanced, recurrent, or metastatic
esophageal squamous cell carcinoma, a type of EC, (ii) recurrent or metastatic CC progressed on
or following prior treatment with a drugs containing platinum to treat cancer (the “platinum-based
chemotherapy”) regimen and (iii) locally advanced or metastatic Nectin-4 positive TNBC on
February 22, 2024, May 13, 2024, and July 11, 2024, respectively. Additionally, the FDA granted
Orphan Drug Designation (“ ODD”) for the treatment of esophageal cancer on April 30, 2024.
Furthermore, the NMPA granted Breakthrough Therapy Designation (“ BTD”) for the treatment of
locally advanced or metastatic urothelial carcinoma (“ UC”) that has failed previous platinum-based
chemotherapy and PD-(L)1 inhibitor therapy on August 9, 2024. Also, on January 8, 2025, the
NMPA granted BTD to 9MW2821 in combination with toripalimab, an anti-PD-1 monoclonal
antibody, for treatment-naïve, unresectable, locally advanced or metastatic UC. We expect to be the
sole drug registration applicant and the MAH of 9MW2821.
Addressable Markets and Competitive Landscape of Core Product
The global oncology drug market grew from US$143.5 billion in 2019 to US$253.3 billion in
2024 with a CAGR of 12.0%, and is expected to further increase to USD375.9 billion, and
USD548.2 billion in 2028, and 2032 respectively. For the market information of major proposed
indications covered by 9MW2821, see “Industry Overview — Overview of Oncology Drug Market
— Major Oncology Indications.” The global ADC market represents considerable potential, with
the annual sales of the top five commercialized ADC drugs in 2024 all exceeding US$1 billion.
There were twelve Nectin-4 targeting ADC drug candidates being clinically developed for the
treatment of solid tumors globally, as of the Latest Practicable Date.
Other ADC Products
7MW3711 is an ADC that specifically targets B7-H3, an immune checkpoint protein. We
initiated two Phase I/II clinical trials to evaluate the safety and efficacy of 7MW3711 as
monotherapy for the treatment of advanced solid tumors in China in August 2023 and September
2023, respectively. In addition, the FDA granted ODD for the treatment of small cell lung cancer
in July 2024. In April 2025, the NMPA approved our IND application for a Phase Ib/II combination
therapy clinical trial of 7MW3711 in combination with toripalimab, with or without other
chemotherapy drugs, in subjects with advanced solid tumors. In February 2026, we initiated a Phase
Ib/II clinical trial of 7MW3711 in combination JS207 or JS207 and anti-tumor therapeutics in
patients with advanced solid tumors.
7MW4911 is an ADC that specifically targets CDH17, a cell adhesion protein and a promising
target for cancer therapy. In August 2025, the FDA granted our IND application to conduct a Phase
I/II clinical trial of 7MW4911. In October 2025, 7MW4911 received IND clearance from the
NMPA. In November 2025, we initiated a Phase I clinical trial in patients with advanced solid
tumors. In January 2026, we initiated the clinical trial of 7MW4911 in the U.S.
Non-ADC Products
Oncology
Mailisheng ( ᒕ୐͛
®) is a self-developed recombinant fusion protein composed of human
albumin and human G-CSF. In May 2025, the NMPA granted marketing approval of Mailisheng,
representing our first commercialized innovative drug. It is globally the first launched G-CSF
developed with albumin long-acting fusion technology. Mailisheng is approved to be used in adult
patients with non-myeloid malignancies to reduce the incidence of infections manifested by febrile
neutropenia when receiving myelosuppressive anticancer drugs associated with a clinically
significant incidence of febrile neutropenia.
SUMMARY
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--- page 15 ---
Maiweijian ( ᒕሊ਄®) is the first biosimilar of denosumab (120mg) approved for the
treatment of giant cell tumor of the bone in China. In March 2024, the NMPA approved the NDA
for Maiweijian for the treatment of giant cell tumor of the bone that is unresectable or where
surgical resection may lead to severe functional impairment. We plan to file a supplementary
application for Maiweijian for the treatment of solid tumor bone metastases and multiple myeloma
with the NMPA. In August 2025, Maiweijian received marketing approval in Pakistan.
Immunology
Key Product 9MW1911 is a ST2 targeting monoclonal antibody. The interleukin-33
(“IL-33 ”)/ST2 signaling pathway plays a significant role in various inflammatory responses,
including chronic obstructive pulmonary disease (“ COPD ”). We completed two Phase I clinical
trials in healthy participants in China in October 2022 and June 2023, respectively. We initiated the
Phase Ib/IIa trial in patients with COPD in China in July 2023 and expect to complete the trial in
the first half of 2026. We consider the Phase Ib/IIa trial as equivalent to a Phase II clinical trial of
9MW1911. We initiated another Phase II trial in patients with COPD in China in July 2025 and
expect to conduct an interim analysis after obtaining 52-week visit data from at least 120 subjects
and complete last patient last visit in the second half of 2027. We plan to advance 9MW1911 to a
Phase III clinical trial in patients with COPD in China in the second half of 2026. In December
2025, the FDA granted the IND approval to conduct a Phase IIa clinical trial of 9MW1911 targeting
COPD in the U.S.
9MW3811 is a humanized monoclonal antibody targeting IL-11 for the treatment of idiopathic
pulmonary fibrosis and advanced malignant tumors. We completed the Phase I clinical trial of
9MW3811 in healthy participants in Australia and China in December 2023 and May 2024,
respectively. Furthermore, we received IND approval from the FDA for clinical trials targeting
idiopathic pulmonary fibrosis in June 2023. In August 2025, we submitted to the NMPA an IND
application for clinical trials of 9MW3811 targeting pathological scars (including hypertrophic and
keloids), and the NMPA granted IND approval in November 2025, making 9MW3811 the first
clinical stage drug candidate targeting IL-11 for the treatment of pathological scars (including
hypertrophic and keloids). We initiated clinical trials of 9MW3811 targeting pathological scars
(including hypertrophic and keloids) in December 2025.
Junmaikang ( ёᒕੰ
®) is a biosimilar of adalimumab. Junmaikang was commercialized in
March 2022, when the NMPA approved the NDA for Junmaikang for the treatment of rheumatoid
arthritis, ankylosing spondylitis, and psoriasis. Subsequently, the NMPA approved a supplementary
application for Junmaikang in November 2022 to include indications for Crohn’s disease, uveitis,
polyarticular juvenile idiopathic arthritis, pediatric plaque psoriasis, and pediatric Crohn’s disease.
In December 2025, Junmaikang received marketing approval in Indonesia.
Orthopedics
1MW5011 (RP901) is a small molecular drug for the treatment of osteoarthritis. As of the
Latest Practicable Date, patient recruitment was ongoing for a Phase II clinical trial of 1MW5011
(RP901) for the treatment of knee osteoarthritis and the trial is expected to be completed in 2028.
In addition, we initiated a Phase Ib trial of 1MW5011 (RP901) to in patients with knee osteoarthritis
in December 2025.
Mailishu ( ᒕлബ
®) is the second approved biosimilar of denosumab for the treatment of
osteoporosis in China. In March 2023, the NMPA approved the NDA for Mailishu for the treatment
of osteoporosis in postmenopausal women at high risk of fracture. In August 2025, Mailishu ( ᒕл
ബ
®) received marketing approval in Pakistan.
Ophthalmology
9MW0211 is a recombinant, humanized monoclonal antibody that targets VEGF-A. It inhibits
the pathological neovascularization and vascular leakage underlying ocular diseases. We completed
a Phase I trial for the treatment of ophthalmology disease in May 2019. The Phase I trial results
demonstrate favorable safety and efficacy results. We initiated a Phase II/III clinical study in China
in May 2021 and completed it in December 2025, and we plan to file the NDA with the NMPA in
due course.
SUMMARY
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--- page 16 ---
9MW0813 is a biosimilar of aflibercept, a recombinant human VEGF receptor-antibody
fusion protein. First approved in the U.S. in 2011 and marketed under the brand name Eylea ®,
aflibercept is used to treat wet age-related macular degeneration. We completed the Phase III
clinical trial for 9MW0813 in December 2024 and filed the NDA with the NMPA, which was
accepted in September 2025.
Hematology
9MW3011 is a TMPRSS6 targeting monoclonal antibody. We completed the Phase I trial in
healthy participants in China in May 2024. Furthermore, we intend to complete two Phase Ib
clinical trials in China in patients with polycythemia vera in the first half of 2027. In March 2026,
we completed patient enrollment in the Phase Ib clinical trial for polycythemia vera.
Our Technology Platforms
We have established four core ADC technologies for which we possess proprietary intellectual
property rights: DARfinity, our self-developed site-specific conjugation process; IDconnect, an
optimized design of linker molecules, which bridge antibody and toxins, to achieve more stable
linkage between the antibody and toxins; Mtoxin, a class of camptothecin-based novel toxic
molecules that are used as the “warhead” in the ADC to kill the targeted cells; and LysOnly, a
structure that allows conditional release of toxins to improve the overall safety and efficacy profile
of the ADC. In addition, we have developed other technology platforms: the integrated high-
efficiency antibody discovery platform and TCE-based bi/tri-specific antibody development
platform. For details, please refer to “Business — Overview — Our Technology Platforms.”
STRENGTHS
We believe the following strengths differentiate us from our competitors: (i) an innovative
pharmaceutical company in China with end-to-end capabilities, aiming to address global clinical
needs in oncology and age-related diseases; (ii) innovative and clinically advanced ADC products
with best-in-class potential derived from proprietary ADC technologies; (iii) a competitive and
evolving drug pipeline with significant market potential beyond ADCs; (iv) a collection of
technology reserve derived from fundamental research to solidify our competitive edge; (v) a
comprehensive commercialization network for developed and emerging markets and advanced
commercialization and business development capabilities; and (vi) a leadership team with industry
experience and capital market support.
STRATEGIES
We plan to pursue the following considerable opportunities and execute our key strategies
accordingly: (i) advance the clinical development of our Core Product 9MW2821 for the treatment
of multiple cancers toward commercialization; advance and expand other pipeline products focused
on oncology and age-related diseases with significant clinical needs; (ii) strategically advance our
commercialization network and business development efforts tailored to different markets, aiming
to fulfill the increasing demand worldwide; (iii) enhance our R&D capabilities to ensure the
sustainability and advancement of our pipeline and new product development; and (iv) enhance
manufacturing capabilities to safeguard quality and control costs.
MAJOR COLLABORATION AND LICENSING ARRANGEMENTS
We have successfully entered into multiple cooperation and licensing agreements with
domestic and international partners to expand our coverage in both developed and emerging
markets, and maximize the commercial value of our product portfolio. The following table sets forth
the summary on the salient terms of the agreements. For details, see “Business — Collaboration and
Licensing Agreements.”
SUMMARY
–7–


--- page 17 ---
Agreement
Junmaikang
Collaboration Agreement SIMM Collaboration Agreement 9MW3011 License Agreement 1MW5011 License Agreement Mailisheng Licensing Agreement 9MW38 11 Licensing Agreement Kalexo License Agreement
Signing Date /H1118/H1118/H1118/H1118August 2017 March 2020 January 2023 July 2024 June 2025 June 2025 October 2025
Partner /H1118/H1118/H1118/H1118/H1118/H1118Junshi SIMM Disc Risen Qilu Calico Kalexo Bio
Product/Technology /H1118Junmaikang, a recombinant human
TNF- /H9251targeting monoclonal
antibody injection
Development of the Conjugation
Technology
9MW3011 and relevant combination
products
1MW5011 (RP901) Mailisheng 9MW3811 a dual-target siRNA candidate
Description /H1118/H1118/H1118/H1118Junmaikang entered Phase I clinical
study in November 2016.
Decision-making in the follow-up
clinical trials is led by us, and
Junshi is responsible for
cooperating with us to complete
the trials. We and Junshi intend
to jointly enjoy all rights and
interests in Junmaikang and
collaboratively develop
Junmaikang with the ultimate
objective of commercializing
Junmaikang.
The collaboration is mainly related
to the new-generation bridging
site-specific conjugation
technology (the “ Conjugation
Technology ”), developed by
SIMM, and its application in
Nectin-4 targeting ADC, which
we optimized to adapt in
9MW2821. We shall lead the
clinical development and
commercialization process after
preclinical studies. For clinical
development, we shall guide
professional organizations to
conduct Phase I, II, and III
clinical studies at our own
funding. The global rights of the
Conjugation Technology have
been conditionally transferred to
us by SIMM, in consideration of
the Technology Transfer Fee and
9MW2821 Milestone Payment.
During the validity period of the
Conjugation Technology Patent, if
and when we use the Conjugation
Technology to develop ADC
drugs other than 9MW2821
independently or in collaboration
with other parties, SIMM
undertakes not to develop new
ADC drug varieties sharing the
same target using the Conjugation
Technology. For each ADC drug
developed by us independently or
in collaboration with other
parties, we shall pay SIMM a
one-time royalty of RMB6.0
million within 10 working days
after the submission of the IND
application and obtaining the
acceptance certificate.
We grant to Disc an exclusive,
royalty-bearing, non-transferable
license, with the right to grant
sublicenses to (i) develop,
commercialize, use, manufacture,
transport, dispose of and
otherwise exploit (“ Exploit ”)
9MW3011 (the “ Licensed
Antibody ”) and relevant
combination products (the
“Licensed Product ”) in all
countries of the world except
Greater China and Southeast Asia
(the “ Licensed Territory ”), and
(ii) conduct preclinical research
and manufacturing activities for
the Licensed Antibody or
Licensed Product in Greater
China and Southeast Asia for the
purpose of exploiting the
Licensed Antibody or Licensed
Product in the Licensed Territory.
Risen grants us a limited,
nontransferable, sublicensable,
exclusive license to utilize
Licensed Intellectual Property
solely within Greater China
(including Chinese Mainland,
Hong Kong, Macao, and Taiwan)
to research, develop, register,
commercialize and market
1MW5011 (RP901) for the
treatment of bone and joint
disorders as well as other
indications.
Licensed Intellectual Property refers
to patents and know-how
controlled by Risen in Greater
China that are necessary or useful
for research, development,
registration, commercialization
and marketing of 1MW5011
(RP901). Risen shall lead and
carry out the development and
production and supply of CMC
for 1MW5011 (RP901). We shall
develop a clinical development
plan and product development
plan, approved by Risen, within
six months of the Risen Effective
Date. We shall develop
1MW5011 (RP901) in Greater
China in accordance with these
plans, including the development
of clinical trial strategies, the
organization of clinical trials for
monotherapy and combination
therapy in Greater China, and
NDA filings.
We and T-mab Bio Pharma, our
wholly-owned subsidiary, entered
into an agreement with Qilu
Pharmaceutical Co Ltd. (“ Qilu ”),
to grant Qilu the exclusive rights
to develop, manufacture,
improve, utilize and
commercialize Mailisheng ( ᒕ୐
͛
®
) in Greater China (including
Chinese Mainland, Hong Kong,
Macau and Taiwan). T-mab Bio
Pharma can obtain a total of up
to RMB500 million of upfront
payment and sales milestone
payment, and the royalty of up to
double-digit percentage of net
sales of Mailisheng ( ᒕ୐͛
®)
(including one-time
nonrefundable upfront payment of
RMB380 million).
We entered into an exclusive
licensing agreement with Calico
Life Sciences LLC (“ Calico ”) to
grant Calico the exclusive rights
to develop, manufacture, and
commercialize IL-11 directed
therapeutics, including
9MW3811, in all regions except
Greater China. Under the
agreement, we shall obtain a one-
time non-refundable upfront
payment of US$25 million, a
t o t a lo fu pt oU S $ 5 7 1m i l l i o no f
near-term payment, development
and commercial milestone
payment, and the royalty payment
based on net sales of the licensed
products (IL-11 directed
therapeutics including
9MW3811). Calico is a U.S.
based company and a subsidiary
of Alphabet Inc. It focuses on the
development of innovative anti-
aging therapies and has
substantial experience in the
development of anti-aging
therapies involving IL-11 therapy.
We entered into an exclusive
licensing agreement with Kalexo
Bio, Inc. (“ Kalexo Bio ”) (the
“Kalexo Licensing Agreement”),
a U.S.-based biotech company
founded by Aditum Bio Fund 3,
L.P . (“Aditum ”), which is a
venture firm and incubation
platform focusing on
biopharmaceutical innovation.
Aditum was founded in 2019 in
the U.S.
SUMMARY
–8–


--- page 18 ---
Agreement
Junmaikang
Collaboration Agreement SIMM Collaboration Agreement 9MW3011 License Agreement 1MW5011 License Agreement Mailisheng Licensing Agreement 9MW38 11 Licensing Agreement Kalexo License Agreement
IP rights /H1118/H1118/H1118/H1118/H1118Once Junmaikang enters the market,
both parties undertake to jointly
handle any potential litigation
arising from intellectual property
disputes and to share liability for
compensation. The past, present
and future intellectual property
rights directly related to
Junmaikang that were owned by
Junshi shall be jointly owned by
both parties.
In addition to the Conjugation
Technology, we independently
developed and are the patentee of
all other patents relating to
9MW2821, including innovative
antibodies, ADC and drug-
containing linker. we own all
patents and product know-how
arising from the R&D output. We
are the assignees of the pre-
existing patent for the
Conjugation Technology and are
responsible for the filing and
maintenance and all related fees
thereof. We have the right to
apply for any new patents
developed by both parties during
the course of the SIMM
Collaboration Agreement.
We shall retain all rights to patents,
know-how, and other intellectual
property rights controlled by us
prior to the Disc Effective Date
or independently acquired or
developed during the Disc Term
outside the scope of the
9MW3011 License Agreement
without any use. Disc shall solely
own the rights to know-how,
patents developed solely by Disc
under or in connection with the
9MW3011 License Agreement,
and other intellectual property
rights with respect thereto. We
shall solely own the rights to
know-how, patents developed
solely by us under or in
connection with the 9MW3011
License Agreement, and other
intellectual property rights with
respect thereto. Both parties shall
jointly own the rights to know-
how, patents, and other
intellectual property rights
developed jointly by Disc and us,
in connection with the 9MW3011
License Agreement.
Each party owns the Prospective
Intellectual Property rights
independently developed by such
party in connection with
1MW5011 (RP901). Risen grants
us an exclusive license to the
Prospective Intellectual Property
rights controlled by Risen in
Greater China. We grant Risen a
non-exclusive license to the
Prospective Intellectual Property
controlled by us for research,
development, registration,
commercialization and marketing
outside of Greater China, with a
fee to be separately negotiated by
both parties. Both parties jointly
own the Prospective Intellectual
Property rights that are jointly
developed. Prospective
Intellectual Property refers to any
intellectual property that arises
from the performance of the
1MW5011 License Agreement by
a party, either alone or jointly
with the other party.
T-mab Bio Pharma grants Qilu the
exclusive rights to develop,
manufacture, improve, utilize and
commercialize Mailisheng ( ᒕ୐
͛
®
) in Greater China (including
Chinese Mainland, Hong Kong,
Macau and Taiwan).
We grant Calico the exclusive rights
to develop, manufacture, and
commercialize IL-11 directed
therapeutics, including
9MW3811, in all regions except
Greater China.
We granted to Kalexo Bio the
exclusive worldwide rights to
develop, manufacture, and
commercialize a dual-target
siRNA candidate.
Status and payments /H1118We entered into multiple
supplemental agreements with
Junshi in 2020, 2024 and 2025.
These agreements defined the
terms of the sharing of rights,
interests and costs regarding
Junmaikang, and led us to
become the sole MAH of
Junmaikang in June 2025.
Under the SIMM Collaboration
Agreement, we agree to make
various payments to SIMM
totaling RMB26.5 million,
including RMB4.0 million for the
transfer fee of the Conjugation
Technology and RMB22.5 million
of milestone payments for the
9MW2821 projects. As of the
Latest Practicable Date, we had
paid an aggregate of Technology
Transfer Fee and 9MW2821
Milestone Payment of RMB19.0
million under the SIMM
Collaboration Agreement.
Under the 9MW3011 License
Agreement, Disc has agreed to
make various payments to us,
including but not limited to an
upfront payment, development
and regulatory milestone
payments, commercial milestone
payments, and royalty payments.
As of the Latest Practicable Date,
we had received a one-time, non-
refundable upfront payment of
US$10.0 million, US$5.0 million
payment for the Phase I trial
milestone and US$10.0 million
payment for the Phase II trial
milestone under the 9MW3011
License Agreement.
Under the 1MW5011 License
Agreement, we have agreed to
make various payments to Risen,
including but not limited to an
upfront payment, development
and regulatory milestone
payments, commercial milestone
payments, and royalty payments.
We shall make a one-time
payment of RMB50.0 million to
Risen within seven days
following the Risen Effective
Date. During the Track Record
Period, we had paid RMB50.0
million under the 1MW5011
License Agreement.
Under the Mailisheng Licensing
Agreement, T-mab Bio Pharma
shall obtain a total of up to
RMB500 million of upfront
payment and sales milestone
payment (including one-time non-
refundable upfront payment of
RMB380 million), and the royalty
of up to double-digit percentage
of net sales of Mailisheng ( ᒕ୐
͛
®
).
Under the 9MW3811 Licensing
Agreement, we shall obtain a
one-time non-refundable upfront
payment of US$25 million, a
t o t a lo fu pt oU S $ 5 7 1m i l l i o no f
of near-term payment,
development and commercial
milestone payment, and the
royalty payment based on net
sales of the licensed products
(IL-11 directed therapeutics
including 9MW3811). We have
received the upfront payment of
US$25 million by September
2025.
We are eligible to receive a total of
up to US$1 billion upfront and
milestone payments, as well as
tiered royalties on global sales.
This includes $12 million in non-
refundable upfront and near-term
cash payments. We may also
receive an equity stake (double-
digit Series A preferred shares) in
Kalexo Bio.
SUMMARY
–9–


--- page 19 ---
RESEARCH AND DEVELOPMENT
As of the Latest Practicable Date, our R&D team had 380 personnel with profound and
complementary expertise in drug development. As of the same date, the majority of our R&D team
members had obtained at least bachelor’s degrees, and over 60% members of our R&D team had
obtained advanced degrees, including over 13% with doctorate degrees and over 46% with master’s
degrees. Our core R&D personnel consists of seven members covering the fields of chemistry,
biology, pharmacology and medicine, who have been working in the pharmaceutical industry for an
average over 15 years. Our R&D expenses attributable to the Core Product accounted for the largest
proportion of R&D expenses incurred for all of our products during the Track Record Period.
INTELLECTUAL PROPERTY
As of the Latest Practicable Date, we secured 147 patents and submitted 271 patent
applications globally, including 27 patents and 15 patent applications in relation to our Core
Product. We conduct our business under the brand name of “Mabwell” and/or “يAs of the
Latest Practicable Date, we held 421 registered trademarks in Chinese Mainland, and 24 pending
trademark applications in Chinese Mainland. We are also the owner of 16 registered copyrights and
57 domain names. For details, please see “Business — Intellectual Property.”
CHEMISTRY, MANUFACTURING & CONTROLS
As of the Latest Practicable Date, our CMC team consisted of 134 professionals with
experience in process development, production and quality management from well-known
biopharmaceutical and pharmaceutical companies, and our CMC team leaders had on average
approximately 23 years’ experience. We have established a manufacturing facility in Taizhou,
Jiangsu for commercialized production for ADC drugs. This facility has two ADC antibody
substance production lines, two ADC substance production lines and one ADC product formulation
production line. Meanwhile, we have established a pilot and commercial manufacturing site for
antibodies and recombinant proteins in Taizhou, Jiangsu, compliant with the GMP standards of
China and EMA GMP standards of the European Union. Additionally, we are expanding our
commercial manufacturing capacity by constructing large-scale commercial production facilities in
Jinshan, Shanghai, compliant with the EMA GMP standards of the European Union.
COMMERCIALIZATION, MARKETING AND BUSINESS DEVELOPMENT
We are establishing an effective marketing network in China and assembling dedicated
commercialization and business development teams. Concurrently, we are advancing the domestic
commercialization process of Mailisheng and the biosimilars, Mailishu, Maiweijian and
Junmaikang. Our commercialization and business development efforts also target both emerging
markets and developed countries outside of China, leveraging strategies such as direct product
sales, supplying active ingredients for local fill-finish, and providing cell lines for local production.
For details, see “Business — Commercialization, Marketing and Business Development.”
Distributorship
We sell substantially all of our commercialized drug products in China to third-party
distributors, who are our direct customers and are responsible for on-selling and delivering our
products generally to hospitals, medical institutions and pharmacies. For details, please refer to
“Business — Commercialization, Marketing and Business Development — Distributorship.”
OUR SUPPLIERS AND CUSTOMERS
We procure raw materials and packing materials for our products and drug candidates from
qualified suppliers and also engage contract service supplier for R&D purpose. In 2024 and 2025,
our purchases from our five largest suppliers in each year in aggregate amounted to RMB241.5
million and RMB280.6 million, respectively, representing 25.3% and 27.8% of our total
corresponding purchases, and our purchases from the largest supplier in each period amounted to
RMB84.0 million and RMB94.3 million, accounted for 8.8% and 9.4% of our total corresponding
purchases, respectively. For details, see “Business — Our Suppliers.”
SUMMARY
–1 0–


--- page 20 ---
During the Track Record Period, we generated revenue from sales of pharmaceutical products
and out-licensing arrangements. In 2024 and 2025, our revenue from our five largest customers in
each year in aggregate amounted to RMB147.3 million and RMB577.0 million, representing 73.7%
and 87.6% of our total corresponding revenues in such period, respectively, and our revenue from
the largest customer in each period amounted to RMB58.9 million and RMB333.1 million,
accounted for 29.5% and 50.6% of our total corresponding revenues, respectively. For details, see
“Business — Our Customers.”
OUR CONTROLLING SHAREHOLDERS
Immediately following the completion of the Global Offering, the Controlling Shareholders,
comprising of Mr. Tang, Ms. Chen, Langrun Equity, Zhongjun Jianlong, Zhenzhu Investment and
Langrun Investment Consultancy, will control in aggregate approximately 37.91% of the total
issued share capital of our Company. For further details, see “Relationship with Our Controlling
Shareholders” in this Prospectus.
SOPHISTICATED INVESTORS
Since the establishment of our Company, we have received investment from our financial
investors including the Sophisticated Investors, namely Junhua No. 1 Fund and E Fund. For further
details, see “History, Development and Corporate Structure — Sophisticated Investors” in this
Prospectus.
OUR PRE-IPO INVESTMENTS
We completed one round of pre-IPO investments since our inception with an aggregate amount
of RMB1,973.742 million raised in March 2020. As of the Latest Practicable Date, we have utilized
100% of the proceeds from the pre-IPO investments.
OUR LISTING ON THE SHANGHAI STOCK EXCHANGE STAR MARKET
Since January 18, 2022, our A Shares have been listed on the Shanghai Stock Exchange STAR
Market (stock code: 688062). Our Directors confirmed that we had no instances of material
non-compliance with the laws and regulations in the PRC applicable to our A Share listing since our
listing on the Shanghai Stock Exchange STAR Market and, to the best knowledge of our Directors
after having made all reasonable enquiries, there was no material matter that should be brought to
investors’ attention in relation to our compliance record on the Shanghai Stock Exchange STAR
Market. Our PRC Legal Adviser is of the view that we have no material non-compliance of PRC
laws and regulations, applicable to our A Share listing, throughout the Track Record Period and up
to the Latest Practicable Date. Nothing has come to the Joint Sponsors’ attention that would
reasonably cause them to disagree with such view of the Directors and the PRC Legal Adviser. For
details of our non-compliances, please refer to the section headed “Risk Factors — Risks Relating
to Our Operations — We are subject to risks in relation to our social insurance and housing
provident fund contributions” and “Business — Employees.”
SUMMARY OF KEY FINANCIAL INFORMATION
Summary of Consolidated Statements of Profit or Loss
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/H1118/H1118199,622 658,694
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(30,388) (62,323)
SUMMARY
–1 1–


--- page 21 ---
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
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/H1118169,234 596,371
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,393 49,510
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(191,672) (225,257)
Research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(782,869) (976,961)
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(218,248) (279,474)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,246) (21,701)
(Impairment)/reversal of impairment on
financial assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,225) 2,526
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(57,780) (90,846)
Share of losses of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,058) (10,562)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,047,471) (956,394)
Income tax (expense)/credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118907 (15,864)
Loss for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,046,564) (972,258)
Our revenue increased from RMB199.6 million in 2024 to RMB658.7 million in 2025,
primarily attributable to an increase in out-licensing revenue from upfront or milestone payments
received from Qilu and Disc as well as an increase in sales of Mailishu. In 2024 and 2025, our net
losses were RMB1,046.6 million and RMB972.3 million, respectively primarily resulted from costs
and expenses incurred by our R&D activities. For details, see “Financial Information —
Period-to-Period Comparison of Results of Operations.”
Rule 13.46(2) of the Listing Rules requires a PRC issuer to send an annual report or a
summary financial report to its shareholders within four months after the end of the financial year
to which the report relates. Since (a) this Prospectus already includes the financial information of
the Company for the year ended December 31, 2025 as required under Appendix D2 to the Listing
Rules in relation to annual reports; (b) we will not be in breach of the Articles of Association, laws
and regulations of the PRC or other regulatory requirements as a result of not distributing such
annual reports and accounts; and (c) we have complied with the applicable code provisions in Part
2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, we will not
separately prepare and publish and send an annual report to our Shareholders for the year ended
December 31, 2025. In addition, we will issue an announcement by April 30, 2026 stating that we
will not separately prepare and send an annual report to our Shareholders for the year ended
December 31, 2025 as the relevant financial information has been included in this Prospectus. We
will still comply with the requirements under Rule 13.91(5) of the Listing Rules.
Summary of Consolidated Statements of Financial Position
As of December 31,
2024 2025
(RMB in thousands)
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,570,328 2,517,239
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/H11181,705,180 2,038,602
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/H11181,541,714 2,258,604
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,178,015 1,764,235
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,466 (220,002)
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/H11181,555,779 533,002
SUMMARY
–1 2–


--- page 22 ---
As of December 31,
2024 2025
(RMB in thousands)
Equity attributable to owners of the parent
– Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118399,600 399,600
– Treasury 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– (49,995)
– 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/H11181,169,278 (98)
1,568,878 349,507
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(13,099) 183,495
TOTAL EQUITY /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,555,779 533,002
During the Track Record Period, we had net assets position. Our net current assets position
of RMB163.5 million as of December 31, 2024 changed to net current liabilities position of
RMB220.0 million as of December 31, 2025, primarily due to an increase of other payables and
accruals by RMB309.3 million, an increase of interest-bearing bank borrowings of RMB292.3
million, and an increase of trade payables by RMB96.9 million which was partially offset by an
increase of cash and cash balance by RMB334.7 million.
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(956,443) (290,223)
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(291,555) (199,315)
Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118831,698 791,925
NET (DECREASE)/INCREASE IN CASH AND
CASH EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(416,300) 302,387
Cash and cash equivalents at beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,643,633 1,227,566
Effect of foreign exchange rate changes net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233 (3,614)
CASH AND CASH EQUIV ALENTS AT END OF
YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,227,566 1,526,339
During the Track Record Period, while we generated revenue from the sales of
commercialized products and out-licensing arrangements, we continue to incur significant R&D
costs and other expenses related to our ongoing operations.
WORKING CAPITAL CONFIRMATION
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 products, and
the estimated net proceeds from the Listing, as well as our cash burn rate, we have sufficient
working capital to cover at least 125% of our costs, including R&D costs and administrative
expenses for at least the next 12 months from the date of this Prospectus.
Our cash burn rate refers to the average monthly amount of net cash used in operating
activities, purchase of property, plant and equipment, purchase of intangible assets, purchase of
right-of-use assets and lease payments. We estimate that we will receive net proceeds of
approximately HK$1,186.2 million in the Global Offering, assuming an Offer Price of HK$27.64
per Offer Share, being the low-end of the indicative Offer Price range in this Prospectus. Assuming
SUMMARY
–1 3–


--- page 23 ---
an average cash burn rate going forward of 1.5 times the level in 2024 and 2025, we estimate that
our cash at bank and on hand, available debt financing and other financial assets as of December
31, 2025 will be able to maintain our financial viability for 35 months from December 31, 2025
taking into account the estimated net proceeds from the Global Offering. 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. As of the Latest Practicable Date, we did not have
any imminent financing plan given we have sufficient financial resources to support our operations.
GLOBAL OFFERING STATISTICS
Based on an Offer
Price of HK$27.64
Based on an Offer
Price of HK$30.71
Market capitalization of our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$18,588
million
HK$18,732
million
Unaudited pro forma adjusted net tangible assets per
Share (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HK$3.21 HK$3.52
Notes:
(1) The calculation of market capitalization of our Shares is based on (i) 47,130,200 H Shares expected to be issued; and
(ii) 399,600,000 A Shares in issue with a closing price of RMB37.91 (equivalent to approximately HK$43.26) per A
Share as of the Latest Practicable Date, representing in aggregate 446,730,200 Shares expected to be in issue
immediately following the completion of the Global Offering.
(2) The unaudited pro forma adjusted net tangible assets per Share is calculated after making the adjustments referred
to in “Financial Information — Unaudited Pro Forma Statement of Adjusted Net Tangible Assets” and on the basis
that 446,730,200 Shares were in issue assuming the Global Offering has been completed on December 31, 2025.
DIVIDEND
We have 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. 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 condition,
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 we will receive net proceeds of approximately HK$1,255.6 million after
deducting the underwriting fees and expenses payable by us in the Global Offering, assuming an
Offer Price of HK$29.18 per Offer Share, being the mid-point of the indicative Offer Price range
of HK$27.64 to HK$30.71 per Offer Share in this Prospectus. We intend to use the net proceeds we
will receive from this Offering for the following purposes: (i) Approximately 56.8%, or HK$713.0
million, will be used for the clinical development trials of our Core Product, 9MW2821, at various
stages for multiple indications; (ii) Approximately 17.7%, or HK$222.3 million, will be used for the
R&D of other pipeline products focused on oncology and age-related diseases with significant
clinical needs; (iii) Approximately 15.5%, or HK$194.7 million, will be used for commercialization
purposes; and (iv) Approximately 10.0%, or HK$125.6 million, will be used to fund the working
capital and other general corporate purposes. For further details, see “Future Plans and Use of
Proceeds”.
SUMMARY
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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: (i) Development of innovative drugs is time-consuming and
costly, and the outcome is uncertain. If we are not able to develop and commercialize new products,
including our Core Product, our business prospects could be adversely affected; (ii) We face fierce
competition from existing drugs and drug candidates under development; (iii) If clinical trials of our
drug 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 ultimately be unable to complete, the development and commercialization of our
drug candidates; (iv) We rely on the sales of commercialized products, which account for a
substantial portion of our total revenue. If we are unable to maintain the sales volume, pricing levels
and profit margins of such products, our operations, revenue and profitability could be adversely
affected; (v) If we are unable to obtain, or experience delays in obtaining, required regulatory
approvals, we will not be able to commercialize our drug candidates, and our ability to generate
revenue will be impaired; and (vi) We had recorded net losses and operating cash outflow during
the Track Record Period. We anticipate that we will continue to incur net losses and may fail to
achieve or maintain profitability in the future.
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$29.18 per H
Share, being the mid-point of the indicative Offer Price range, we estimated that the total listing
expenses for the Global Offering are approximately HK$119.4 million, accounting for
approximately 8.7% of the gross proceeds from the Global Offering, of which approximately
HK$9.8 million is expected to be charged to our consolidated statements of profit or loss, and
approximately HK$109.6 million is expected to be accounted for as a deduction from equity upon
the completion of Global Offering. As of December 31, 2025, we incurred listing expenses of
HK$4.0 million expensed through the statement of profit or loss and expected HK$5.8 million to
be charged to the statement of profit or loss after the Track Record Period. The above expenses
comprise of (i) underwriting-related expenses, including underwriting commission and other
expenses, of HK$62.8 million; and (ii) non-underwriting-related expenses of HK$56.6 million,
including (a) fee paid and payable to legal advisers and reporting accountants of HK$38.7 million,
and (b) other fees and expenses of HK$17.9 million. The listing expenses above are the latest
practicable estimate for reference only, and the actual amount may differ from this estimate.
RECENT DEVELOPMENTS
Clinical Development
7MW4911 : In January 2026, we initiated the Phase I/II clinical trial of 7MW4911 in the U.S.
7MW3711 : In February 2026, we initiated a Phase Ib/II clinical trial of 7MW3711 in
combination JS207 or JS207 and anti-tumor therapeutics in patients with advanced solid tumors.
Expected Net Loss
We expect to record a net loss for the year ending December 31, 2026 primarily due to (i) the
R&D expenses in line with the R&D activities and (ii) the selling and distribution expenses as a
result of our commercialization efforts for our commercialized products.
SUMMARY
–1 5–


--- page 25 ---
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.
APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE
We have applied to the Listing Committee for the granting of the listing of, and permission
to deal in, the H Shares to be issued by us pursuant to the Global Offering.
SUMMARY
–1 6–


--- page 26 ---
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.
“A Share(s)” ordinary share(s) issued by our Company, with a nominal
value of RMB1.00 each, which is/are subscribed for or
credited as paid in Renminbi and is/are listed for trading on
the Shanghai Stock Exchange STAR Market
“A Shareholder(s)” holder(s) of the A Share(s)
“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” Administration of Industry & Commerce (၍ଣዚ
ᗫ) of the PRC (now known as the Administration for
Market Regulation ( ̹ఙ္ຖ၍ଣ҅)) or, where the context
so requires, the State Administration for Industry &
Commerce of the PRC (၍ଣᐼ҅)
or its delegated authority at the provincial, municipal or
other local level
“Articles of Association” or
“Articles”
the articles of association of our Company, as amended,
which shall become effective on the Listing Date, a
summary of which is set out in Appendix III
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of the Board
“Beijing Kohnoor” Beijing Kohnoor Science & Technology Co., Ltd.* (߅
ʮ̡), a limited liability company
incorporated in the PRC on May 23, 2008 and a directly
wholly-owned subsidiary of our Company
“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
DEFINITIONS
–1 7–


--- page 27 ---
“Capital Market Intermediaries” or
“capital market
intermediary(ies)” or “CMI(s)”
the capital market intermediaries participating in the Global
Offering and has the meaning ascribed thereto under the
Listing Rules
“CCASS” the Central Clearing and Settlement System established and
operated by HKSCC
“CDE” Center for Drug Evaluation (ᄲ൙ʕː) under the
NMPA
“Chief Financial Officer” chief financial officer of our Company, i.e. Mr. HUA Jun
“China” or “PRC” unless the context requires otherwise, and for the purpose of
this Prospectus only, shall have the same meaning as
Chinese Mainland
“Chinese Mainland” or “Mainland” the Mainland of People’s Republic of China, namely,
excluding the regions of Hong Kong, Macau and Taiwan of
the People’s Republic of China
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“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
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong) as amended, supplemented or otherwise modified
from time to time
“Company”, “our Company”,
or “the Company”
Mabwell (Shanghai) Bioscience Co., Ltd. (۾(ɪऎ)ي
ʮ̡), a joint stock company incorporated
in the PRC on May 12, 2017 and converted from our
predecessor Mabwell (Shanghai) Bioscience Ltd. (۾(ɪ
ऎ)ʮ̡) into a joint stock company with
limited liability under the PRC Company Law on June 30,
2020, the A Shares of which are listed on the Shanghai Stock
Exchange STAR Market (stock code: 688062)
“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
“Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules,
and unless the context otherwise requires, refers to Mr.
Tang, Ms. Chen, Langrun Equity, Zhongjun Jianlong,
Zhenzhu Investment and Langrun Investment Consultancy
DEFINITIONS
–1 8–


--- page 28 ---
“Core Product” has the meaning ascribed thereto under Chapter 18A of the
Listing Rules and is the product for the purpose of satisfying
the eligibility requirements under Chapter 18A of the
Listing Rules
“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1 to
the Listing Rules
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ)
“Destiny Biotech” Shanghai Destiny Biotech Co., Ltd.* (Ҧ
ʮ̡), a limited liability company incorporated in the
PRC on October 25, 2013 and a directly wholly-owned
subsidiary of our Company
“Director(s)” or “our Director(s)” the director(s) of our Company
“Dr. Liu” Dr. LIU Datao ( ᄎɽᏹ), the chairman of the Board, an
executive Director and general manager of the Company
“E Fund” E Fund Management Co., Ltd. (ʮ̡), a
Sophisticated Investor of the Company
“EIT” the PRC enterprise income tax
“EIT Law” the Enterprise Income Tax Law of the People’s Republic of
China (), as amended,
supplemented or otherwise modified from time to time
“Employee Incentive Platforms” Zhenzhu Investment and Zhongjun Jianlong
“ESG Committee” the environmental, social and governance (ESG) committee
of the Board
“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” U.S. Food and Drug Administration
“FINI” “Fast Interface for New Issuance”, the online platform
operated by HKSCC that is mandatory for admission to
trading and, where applicable, the collection and processing
of specified information on subscription in and settlement
for the Listing
DEFINITIONS
–1 9–


--- page 29 ---
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., an
independent professional market research and consulting
company
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group”, “our Group, “our”, “we”
or “us”
our Company and our subsidiaries
“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)” listed ordinary 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” Tricor Investor Services Limited
“HK$” or “Hong Kong Dollars” or
“HK Dollars” and
“HK cents”
Hong Kong dollars, the lawful currency of Hong Kong
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued in
the applicant’s own name, submitted online through the
designated website at www.hkeipo.hk
“HK eIPO White Form
Service Provider”
the HK eIPO White Form service provider designated by
our Company as specified on the designated website at
www.hkeipo.hk
“HKFRSs” Hong Kong Financial Reporting Standards
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“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 designated HKSCC
Participant’s stock account through causing HKSCC
Nominees to apply on your behalf, including by instructing
your broker or custodian who is a HKSCC Participant to
give electronic application instructions via HKSCC’s FINI
system to apply for Hong Kong Offer Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of
HKSCC
DEFINITIONS
–2 0–


--- page 30 ---
“HKSCC Operational Procedures” the operational procedures of HKSCC in relation to CCASS,
containing the practices, procedures and administrative
requirements relating to the operation and functions of
CCASS as from time to time in force
“HKSCC Participant” a person admitted to participate in CCASS as a direct
clearing participant, a general clearing participant, a
custodian participant or an investor participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Offer Shares” the 4,713,200 H Shares offered by us for subscription at the
Offer Price pursuant to the Hong Kong Public Offering
(subject to adjustments as 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 adjustments 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 the paragraph headed
“Underwriting — Hong Kong Underwriters”, being the
underwriters of the Hong Kong Public Offering
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated April 17, 2026 relating to
the Hong Kong Public Offering entered into by our
Company, the Controlling Shareholders, the Joint Sponsors,
the Overall Coordinators and the Hong Kong Underwriters,
as further described in “Underwriting — Underwriting
Agreements — Hong Kong Underwriting Agreement”
“Independent Third Party(ies)” any entity(ies) or person(s) who is not a connected person of
our Company within the meaning of the Listing Rules
“International Offer Shares” the 42,417,000 H Shares being offered for subscription at
the Offer Price under the International Offering, subject to
reallocation as described in “Structure of the Global
Offering”
DEFINITIONS
–2 1–


--- page 31 ---
“International Offering” the offering of the International Offer Shares at the Offer
Price outside the United States in offshore transactions in
reliance on Regulation S under the U.S. Securities Act, as
further described in the section headed “Structure of the
Global Offering”
“International Sanctions” all applicable laws and regulation to economic sanctions,
export controls, trade embargoes and wider prohibitions and
restrictions on international trade and investment related
activities, including those adopted, administered and
enforced by the U.S. Government, the EU and its member
states, UN or Government of Australia
“International Sanctions Legal
Advisors”
Hogan Lovells, our legal advisors as to International
Sanctions laws in connection with the Listing
“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 about the Price
Determination Date by, among others, our Company, the
Overall Coordinators and the International Underwriters, as
further described in the section headed “Underwriting —
Underwriting Agreements — International Underwriting
Agreement”
“Jiangsu Mabwell” Jiangsu Mabwell Pharmaceutical Co., Ltd.* (ᖹุ
ʮ̡), formerly known as Jiangsu Dengke
Pharmaceutical Co., Ltd.* (ʮ̡), a
limited liability company incorporated in the PRC on
February 10, 2014 and a directly wholly-owned subsidiary
of our Company
“Joint Bookrunners” the joint bookrunners as named in the section headed
“Directors and Parties Involved in the Global Offering” in
this Prospectus
“Joint Global Coordinators” the joint global coordinators as named in the section headed
“Directors and Parties Involved in the Global Offering” in
this Prospectus
“Joint Lead Managers” the joint lead managers as named in the section headed
“Directors and Parties Involved in the Global Offering” in
this Prospectus
“Joint Sponsors” the joint sponsors of the Listing as named in the section
headed “Directors and Parties Involved in the Global
Offering” in this Prospectus
DEFINITIONS
–2 2–


--- page 32 ---
“Junhua No. 1 Fund” Shenzhen Qianhai Zhongrui Dingsheng Asset Management Co.,
Ltd. — Zhongrui Dingsheng Junhua No. 1 Private Securities
Equity Fund (ʮ̡— ʕြ
ཻସёശ1ږa Sophisticated Investor of
the Company
“Junshi” Shanghai Junshi Biosciences Co., Ltd. (ᔼᖹ
ʮ̡), a company listed on the Stock
Exchange (stock code: 1877) and the Shanghai Stock
Exchange STAR Market (stock code: 688180) and, to the
best knowledge of our Directors, an Independent Third Party
“Langrun Equity” Langrun (Shenzhen) Equity Investment Fund Enterprise
(Limited Partnership)* (ᆗ(ଉέ)Άุ(ࠢ
Υྫ)), a limited partnership established in the PRC on
December 2, 2015 (of which Langrun Investment
Consultancy is the sole general partner) and a Controlling
Shareholder
“Langrun Investment Consultancy” Shenzhen Langrun Investment Consultancy Management
Co., Ltd.* (ʮ̡), a limited
liability company established in the PRC on November 17,
2015 and a Controlling Shareholder
“Langrun Mabwell” Shanghai Langrun Mabwell Biomedical Technology Co.,
Ltd.* (ʮ̡), a limited
liability company incorporated in the PRC on May 31, 2017
and a directly wholly-owned subsidiary of our Company
“Latest Practicable Date” April 12, 2026, being the latest practicable date for the
purpose of ascertaining certain information contained in this
Prospectus prior to its publication
“Lianwei Chuanghe” Lianwei Chuanghe (Shanghai) Biotechnology Co., Ltd. ( ᑌ
௴Υ(ɪऎ)ʮ̡), a limited liability
company incorporated in the PRC on March 13, 2026 and a
directly wholly-owned subsidiary of our Company
“Lianwei Chuangyuan” Lianwei Chuangyuan (Shanghai) Biotechnology Co., Ltd.
(௴๕(ɪऎ)ʮ̡), a limited liability
company incorporated in the PRC on November 20, 2025
and a subsidiary of our Company which was held as to 82%
by our Company and 18% by Lianwei Xiechuang
“Lianwei Xiechuang” Shanghai Lianwei Xiechuang Biopharmaceutical
Information Consulting Partnership Enterprise (Limited
Partnership) (ፔ༔ΥྫΆุ(Υ
ྫ)), a limited partnership established in the PRC on
November 11, 2025 with its sole general partner being
PUREmab holding 99% partnership and its sole limited
partner being the Company holding 1% partnership,
respectively
DEFINITIONS
–2 3–


--- page 33 ---
“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 Tuesday, April 28, 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
“Mabwell Health Pharmaceutical” Jiangsu Mabwell Health Pharmaceutical R&D Co., Ltd.* ( Ϫ
ʮ̡), a limited liability company
incorporated in the PRC on September 11, 2018 and a
wholly-owned subsidiary of our Company
“Mabwell U.S.” Mabwell Therapeutics Inc. (۾(਷)ʮ̡),
a stock corporation incorporated in California, United States
on July 26, 2018, and a directly wholly-owned subsidiary of
our Company
“Mabwell U.S. Equity Incentive
Plan”
the equity incentive plan of Mabwell U.S. approved and
adopted on September 25, 2023, as amended from time to
time, a summary of the principal terms of which is set forth
in “Statutory and General Information — Mabwell U.S.
Equity Incentive Plan” in Appendix IV
“MabwellVision” MabwellVision (Zhejiang) Pharmaceutical Science &
Technology Co., Ltd.* (Ҧ(एϪ)ʮ̡), a
limited liability company incorporated in the PRC on April
28, 2024 and a directly wholly-owned subsidiary of our
Company
“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
“Maiwei Lishui” Maiwei (Lishui) Pharmaceutical Science & Technology Co.,
Ltd.* (۾(ᘆ˥)ʮ̡), a limited liability
company incorporated in the PRC on December 20, 2021
and a directly wholly-owned subsidiary of our Company
“MOFCOM” or “Ministry of
Commerce”
the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ ਠ
ਕ௅) (formerly known as the Ministry of Foreign Trade and
Economic Cooperation of the PRC ( ʕശɛ͏ ΍ձ਷࿁̮຾
௅))
DEFINITIONS
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“Mr. Tang” Mr. TANG Chunshan (ʆ), an executive Director of the
Company, a Controlling Shareholder and the spouse of Ms.
Chen
“Ms. Chen” Ms. CHEN Shanna (ࢆa Controlling Shareholder and
the spouse of Mr. Tang
“Nanjing NovoAcine” Nanjing NovoAcine Biotechnology Co., Ltd.* (ԯ
ʮ̡), a limited liability company
incorporated in the PRC on November 30, 2015 and an
80%-owned subsidiary of our Company
“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
ɽึ)
“OFAC” the U.S. Department of Treasury’s Office of Foreign Assets
Control
“Offer Price” the final offer price per Offer Share (exclusive of brokerage
fee of 1.0%, SFC transaction levy of 0.0027%, Hong Kong
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 the section headed “Structure of the
Global Offering”
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer
Shares
“Overall Coordinators” the Overall Coordinators as named in the section headed
“Directors and Parties Involved in the Global Offering” in
this Prospectus
“Overseas Listing Trial Measures” The Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies and
supporting guidelines ( ྤʫΆุྤ̮೯БᗇՎձɪ̹၍
ˏ) promulgated by the CSRC on
February 17, 2023 and became effective on March 31, 2023
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“PRC Company Law” Company Law of the PRC (جas
amended, supplemented or otherwise modified from time to
time
DEFINITIONS
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“PRC GAAP” generally accepted accounting principles in the PRC
“PRC Government” or “State” the central government of the PRC, including all
governmental subdivisions (including provincial, municipal
and other regional or local government entities) and
instrumentalities
“PRC Legal Adviser” Jingtian & Gongcheng, our legal adviser on PRC laws in
connection with the Global Offering
“Pre-IPO Equity Incentive Plan” the pre-IPO equity incentive plan of our Company approved
and adopted on June 19, 2020 (as amended on December 31,
2024 by Shareholders’ resolutions of the Company), as
amended from time to time, a summary of the principal
terms of which is set forth in “Statutory and General
Information — Pre-IPO Equity Incentive Plan” in Appendix
IV
“Price Determination Agreement” the agreement to be entered into by Overall Coordinators
(for themselves and on behalf of the Hong Kong
Underwriters) and our Company on the Price Determination
Date to record and fix the Offer Price
“Price Determination Date” the date, expected to be on or around Friday, April 24, 2026
(Hong Kong time) on which the Offer Price is determined,
or such later time as our Company and the Overall
Coordinators (on behalf of the Hong Kong Underwriters)
may agree, but in any event not later than 12:00 noon on
Friday, April 24, 2026
“Prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“PUREmab” Shanghai PUREmab Bio-Tech Co., Ltd.* (߅ي
ʮ̡), a limited liability company incorporated in the
PRC on May 2, 2017 and a directly wholly-owned
subsidiary of our Company
“Regulation S” Regulation S under the U.S. Securities Act
“Relevant Region” Russia (excluding Crimea, Kherson, DPR, LPR
Zaporizhzhia regions)
“Remuneration and Appraisal
Committee”
the remuneration and appraisal committee of the Board
“Renminbi” or “RMB” the lawful currency of the PRC
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
DEFINITIONS
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“SAMR” the State Administration for Market Regulation of the PRC
(̹ఙ္ຖ၍ଣᐼ҅)
“Sanctioned Person(s)” certain person(s) and identity(ies) listed on OFAC’s
Specially Designated Nationals and Blocked Persons List or
other restricted parties lists maintained by the U.S., EU, UK,
UN or Australia
“SA T” the State Taxation Administration of the PRC ( ʕശɛ͏΍
೼ਕᐼ҅)
“SDN” individuals and entities that are listed on the SDN List
“SDN List” the list of Specially Designated Nationals, and Blocked
Persons maintained by OFAC, which sets forth individuals
and entities that are subject to its sanctions and restricted
from dealings with U.S. persons
“Securities Law of the PRC” the Securities Law of the People’s Republic of China ( ʕ
)
“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 Equity Exchange” the Shanghai Equity Exchange (ʕː)
“Shanghai-Hong Kong Stock
Connect”
a securities trading and clearing links program developed by
the Hong Kong Stock Exchange, Shanghai Stock Exchange,
HKSCC and China Securities Depository and Clearing
Corporation Limited for mutual market access between
Hong Kong and Shanghai
“Shanghai Junshikang” Shanghai Junshikang Bioscience Co., Ltd.* ( ɪऎёྼੰ͛
ʮ̡), a limited liability company incorporated
in the PRC on December 2, 2021 and a wholly-owned
insignificant subsidiary (within the meaning of the Listing
Rules) of our Company
“Shanghai Stock Exchange” the Shanghai Stock Exchange (ה׸)
Shanghai Stock Exchange
STAR Market”
the Sci-tech Innovation Board of the Shanghai Stock
Exchange
“Shanghai Stock Exchange
STAR Market Listing Rules”
the Rules Governing the Listing of Stock on the Science and
Technology Innovation Board of Shanghai Stock Exchange
(), as amended
from time to time
DEFINITIONS
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“Share(s)” ordinary share(s) in the capital of our Company with a
nominal value of RMB1.00 each, including both A Shares
and H Shares
“Shareholder(s)” holder(s) of our Share(s)
“Shenzhen-Hong Kong Stock
Connect”
a securities trading and clearing links program developed by
the Hong Kong Stock Exchange, Shenzhen Stock Exchange,
HKSCC and China Securities Depository and Clearing
Corporation Limited for mutual market access between
Hong Kong and Shenzhen
“Shenzhen Stock Exchange” the Shenzhen Stock Exchange (ה׸)
Sophisticated Investor” has the meaning ascribed to it under Chapter 2.3 of the
Guide for New Listing Applicants
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Strategy Committee” the strategy committee of the Board
“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
“the new MAH system” the latest amendment to the Drug Administration Law ( ᖹ
) that came into effect on December 1, 2019 and
implemented the MAH system a nationwide system, and the
Notice on Confirming Matters Related to the Drug
Marketing Registration Applicant as the Marketing
Authorization Holder (Ϟɛ
) issued by the CDE on April 15, 2020,
implemented that for registration applications accepted prior
to the implementation of the Drug Administration Law that
involve two or more co-applicants, upon approval of the
drug registration application, one of the entities shall be
designated as the MAH based on a confirmation document
signed by all applicants
“the original MAH system” the Pilot Plan for the Drug Marketing Authorization Holder
System () issued by
the State Council issued on May 26, 2016, implemented that
drug R&D institutions or researchers may act as drug
registration applicants, submit clinical trial applications and
drug marketing applications, and upon obtaining marketing
authorization and drug approval numbers, become the MAH
“T-mab Bio Pharma” Jiangsu T-mab Bio Pharma Co., Ltd.* (ᔼᖹϞ
ʮ̡), formerly known as Jiangsu T-mab Biotechnology
Co., Ltd.* (ʮ̡), a limited liability
company incorporated in the PRC on July 30, 2008 and a
directly wholly-owned subsidiary of our Company
DEFINITIONS
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“Track Record Period” the period comprising 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. Securities Act” United States Securities Act of 1933, as amended,
supplemented or otherwise modified from time to time
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“United States”, “USA” or “U.S.” the United States of America, its territories and possessions,
any State of the United States, and the District of Columbia
“US$” or “U.S. dollars” United States dollars, the lawful currency of the U.S.
“V A T” value-added tax
“Zhenzhu Investment” Ningbo Meishan Free Trade Port Zhenzhu Investment
Management Partnership (Limited Partnership)* (ૠʆ
೼ಥਜॆमҳ༟၍ଣΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on January 16, 2018 (of
which Mr. Tang is the sole general partner), also a
Controlling Shareholder and one of the Employee Incentive
Platforms
“Zhongjun Jianlong” Ningbo Meishan Free Trade Port Zhongjun Jianlong
Investment Partnership (Limited Partnership)* (ڭ
ඤҳ༟ΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on November 2, 2017 (of
which Mr. Tang is the sole general partner), also a
Controlling Shareholder and one of the Employee Incentive
Platforms
“%” per cent
Certain amounts and percentage figures included in the 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.
For ease of reference, the names of Chinese laws and regulations, governmental authorities,
institutions, natural persons or other entities (including our subsidiary) have been included in this
Prospectus in both the Chinese and English languages and in the event of any inconsistency, the
Chinese versions shall prevail. English translations of company names and other terms from the
Chinese language are provided for identification purposes only.
* For identification purpose only
DEFINITIONS
–2 9–


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This glossary contains explanations of certain technical terms used in this Prospectus
in connection with our Group and its business. Such terminology and meanings may not
correspond to standard industry meanings or usages of those terms.
“ACS” American Cancer Society
“ADC” antibody-drug conjugate, a class of drugs that combine
monoclonal antibodies specific to surface antigens present
on particular tumor cells with highly potent antitumor small
molecule agents linked via a chemical linker
“AE” adverse event, any untoward medical occurrences in a
patient or clinical investigation subject administered a
pharmaceutical product during clinical trials and which do
not necessarily have a causal relationship with the treatment
“AMD” age-related macular degeneration, a disease that affects the
middle part of your vision
“antibody” also known as an immunoglobulin, a protein used by the
immune system to recognize and bind an antigen
“apoptosis” a form of programmed cell death in which a programmed
sequence of events leads to the elimination of cells
“BLA” biologic license application, a process required by a
regulatory authority to approve a biological drug for sale
and marketing
“BTD” breakthrough therapy designation, a process designed to
expedite the development and review of drugs that are
intended to treat a serious condition
“CAGR” compound annual growth rate
“CC” cervical cancer, a type of cancer that occurs in the cells of
the cervix
“CD” cluster of differentiation
“CDH17” cadherin-17
“CDMO” contract development and manufacturing organization, a
company that develops and manufactures drugs for other
pharmaceutical companies on a contractual basis
“CDX” cell line-derived xenograft
GLOSSARY OF TECHNICAL TERMS
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“chemotherapy” a category of cancer treatment that uses one or more
anti-cancer chemotherapeutic agents as part of its
standardized regimen
“CI” confidence interval, an interval which is expected to
typically contain the parameter being estimated
“clinical trial/study” a research study carried out in human for validating or
finding the therapeutic effects and side effects of test drugs
in order to determine their therapeutic value and safety
“CMC” chemistry, manufacturing and controls
“CMML” chronic myelomonocytic leukemia
“CMO” contract manufacturing organization, a company that serves
other companies in the pharmaceutical industry on a
contract basis to provide comprehensive services from drug
development through drug manufacturing
“cohort” a group of patients as part of a clinical study who share a
common characteristic or experience within a defined period
and who are monitored over time
“combination therapy” treatment in which a patient is given two or more drugs (or
other therapeutic agents) for a single disease
“COPD” chronic obstructive pulmonary disease, a lung disease
causing restricted airflow and breathing problems
“CRO” contract research organization, a company that provides
support to the pharmaceutical, biotechnology, and medical
device industries in the form of research services outsourced
on a contract basis
“DAR” drug-to-antibody ratio, the number of drugs conjugated to
the antibody
“DCR” disease control rate, the proportion of patients who have
achieved either a complete response, partial response, or
stable disease after treatment
“DLT” dose-limiting toxicity, side effects of a drug that are serious
enough to prevent an increase in dose
“DME” diabetic macular edema, an eye disease that occurs in
diabetic patients, characterized by retinal thickening caused
by the accumulation of intraretinal fluid
GLOSSARY OF TECHNICAL TERMS
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“DOR” or “DoR” duration of response, the length of time that a tumor
continues to respond to treatment without the cancer
growing or spreading
“EC” esophageal cancer, a disease in which malignant cancer cells
form in the tissues of the esophagus
“ERFE” erythroferrone
“ERK” extracellular signal-regulated kinase, a key protein in the
mitogen-activated protein kinase signaling pathway
“Fc” Fragment crystallizable, the tail portion of an antibody that
interacts with immune cells and complement system
proteins to trigger immune responses
“fibrosis” a condition marked by increase of interstitial fibrous tissue
“FTD” fast track designation
“G-CSF” granulocyte colony stimulating factor
“GCP” good clinical practice, an international ethical and scientific
quality standard for the performance of a clinical trial on
medicinal products involving humans
“GLP” good laboratory practice, a quality system of management
controls for research laboratories and organizations
to ensure the uniformity, consistency, reliability,
reproducibility, quality, and integrity of chemical (including
pharmaceuticals) non-clinical studies
“GMP” good manufacturing practice, the practices required in order
to conform to the guidelines recommended by agencies that
control the authorization and licensing of the manufacture
and sale of products
“Grade,” which is in relation
to AE
term used to refer to the severity of adverse events
according to Common Terminology Criteria for Adverse
Events v4.03, using Grade 1, Grade 2, Grade 3, etc.
“GSP” good supply practice, guidelines and regulations to provide
quality assurance and ensure that pharmaceutical
distribution companies distribute pharmaceutical products
in compliance with the guidelines and regulations
“half-life” also known as t
1/2, the time required for the concentration to
fall to 50% of its peak value
“HAMP” hepcidin antimicrobial peptide
GLOSSARY OF TECHNICAL TERMS
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“HAS” human serum albumin
“HFE” homeostatic iron regulator
“HJV” hemojuvelin
“HSK” Hypertrophic scars and keloids, firm scars formed from
excess fibrinogen production and collagen during healing
“IC” intermittent claudication, a disease characterized by pain,
cramping, or heaviness in the legs or buttocks
“IC50” half-maximal inhibitory concentration
“IDDC” interchain-disulfide drug conjugate
“IDM” interchain disulfide maleimide
“IFN-/H9253” interferon-gamma
“IL” interleukin
“immunodeficiency” a state where the immune system’s ability to fight infectious
diseases and other invaders is compromised or absent
“immunotherapy” use of the immune system to treat disease
“indication” a valid reason to use a specific test, drug, device, procedure
or surgery
“investigator-choice chemotherapy” chemotherapy treatment plans chosen by clinical trial
investigators
“in vitro ” studies that are performed with microorganisms, cells, or
biological molecules outside their normal biological context
“in vivo ” studies in which the effects of various biological entities are
tested on whole, living organisms or cells, usually animals,
including humans, and plants, as opposed to a tissue extract
or dead organism
“IND” investigational new drug, the application for which is the
first step in the drug review process by regulatory
authorities to decide whether to permit clinical trials; also
known as clinical trial application in China
“ITIM” immunoreceptor tyrosine-based inhibitory motif
“JAK” Janus kinase
GLOSSARY OF TECHNICAL TERMS
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“KOL” key opinion leader, a person who has expert knowledge and
influence in medical practice
“LILRB4” leukocyte immunoglobulin-like receptor subfamily B
member 4
“line of treatment” a method to treating cancer at different times, such as
first-line, second-line, third-line etc.
“mAb” monoclonal antibody
“MAD” multiple ascending dose, a type of clinical study designed to
evaluate a drug after administering multiple doses over a
specific period
“MAPK” mitogen-activated protein kinase, a family of proteins
involved in transmitting signals from cell surface receptors
to the nucleus
“MC” maleimide
“metastatic” in reference to any disease, including cancer, disease-
producing organisms or of malignant or cancerous cells
transferred to other parts of the body by way of the blood or
lymphatic vessels or membranous surfaces
“MM” multiple myeloma
“MMAE” monomethyl auristatin E, a synthetic antineoplastic agent
that is commonly associated with ADC drugs
“MOA” mechanism of action, the specific biochemical interaction
by which a substance produces its pharmacological effect
“monotherapy” therapy that uses a single drug to treat a disease or condition
“MTD” maximum tolerated dose, the highest dose of a drug or
treatment that does not cause unacceptable side effects
“multi-regional clinical trial” a clinical trial conducted in different regions under a
common trial design for simultaneous global drug
development
“NCCR” National Central Cancer Registry of China
“NDA” new drug application, a process required by a regulatory
authority to approve a new drug for sale and marketing
GLOSSARY OF TECHNICAL TERMS
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“Nectin-4” Nectin cell adhesion molecule 4, a type I transmembrane
protein of the Nectin family, functioning as a cell adhesion
molecule and overexpressed in various tumor types
“NF-/H9260B” nuclear factor kappa B, a key transcription factor that plays
a crucial role in regulating immune response, inflammation,
cell proliferation, and survival
“NRDL” National Reimbursement Drug List
“NSCLC” non-small-cell lung carcinoma, any carcinoma (as an
adenocarcinoma or squamous cell carcinoma) of the lungs
that is not a small-cell lung carcinoma
“ODD” orphan drug designation
“ORR” overall response rate, the proportion of patients who have a
partial or complete response to therapy
“OS” overall survival, a length of time that a patient with a
specific disease is still alive, used as a measurement of a
drug’s effectiveness
“PABC” p-aminocarbamate
“PCT” patent cooperation treaty, an international patent law treaty
that provides a unified procedure for filing patent
applications in its contracting states
“PD” pharmacodynamics, the branch of pharmacology concerned
with the effects of drugs and the mechanism of their action
“PD-1” programmed cell death protein 1, an immune checkpoint
receptor expressed on T cells, B cells and macrophages,
acting to turn off the T cell mediated immune response as
part of the process that stops a healthy immune system from
attacking other pathogenic cells in the body
“PD-L1” programmed cell death ligand 1, a protein on the surface of
a normal cell or a cancer cell that attaches to PD-1 on the
surface of the T cell that causes the T cell to turn off its
ability to kill the cancer cell
“PFS” progression-free survival, the length of time during and after
the treatment of a disease, such as cancer, that a patient lives
without the disease getting worse. It is a measure of how
well a new treatment works
GLOSSARY OF TECHNICAL TERMS
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“Phase I clinical trial(s)” study in which a drug is introduced into healthy human
subjects or patients with the target disease or condition and
tested for safety, dosage tolerance, absorption, metabolism,
distribution, excretion, and if possible, an early indication of
its effectiveness
“Phase Ia clinical trial(s)” study in which single ascending doses are tested on the
healthy human subjects or patients to primarily assess
safety, dosage tolerance, and PK/PD at different dose levels
“Phase Ib clinical trial(s)” study in which multiple ascending doses are tested on the
healthy human subjects or patients to primarily assess
safety, dosage tolerance and PK/PD at different dose levels
prior to commencement of Phase II or Phase III clinical trial
“Phase II clinical trial(s)” study in which a drug is administered to a limited patient
population to identify possible adverse effects and safety
risks, to preliminarily evaluate the efficacy of the product
for specific targeted diseases, and to determine dosage
tolerance and optimal dosage
“Phase III clinical trial(s)” study in which a drug is administered to an expanded patient
population generally at geographically dispersed clinical
trial sites, in well-controlled clinical trials to generate
enough data to statistically evaluate the efficacy and safety
of the product for approval, to provide adequate information
for the labeling of the product
“PI” principal investigator, a key individual responsible for the
overall design, conduct, and management of clinical trials
“PK” pharmacokinetics, the study of the bodily absorption,
distribution, metabolism, and excretion of drugs, which,
together with pharmacodynamics, influences dosing,
benefit, and adverse effects of the drug
“placebo” medical treatment or preparation with no specific
pharmacological activity
“platinum-based chemotherapy” a group of drugs containing platinum compounds, an
established chemotherapy treatment for various cancers by
targeting rapidly dividing cancer cells and interfering with
their DNA, leading to cell death
“preclinical studies” studies testing a drug on non-human subjects, to gather
efficacy, toxicity, pharmacokinetic and safety information
and to decide whether the drug is ready for clinical trials
“primary endpoint” the main or most important result measured at the end of a
study which the study is specifically powered to assess
“R&D” research and development
GLOSSARY OF TECHNICAL TERMS
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“RANKL” receptor activator of nuclear factor kappa- /H9002ligand
“refractory” a disease that is resistant at the beginning of treatment or
becomes resistant during treatment
“relapsed” a patient initially responds to drug treatment, but the disease
subsequently returns after a period of improvement or
remission
“rheumatoid arthritis” an inflammatory autoimmune disorder that primarily affects
the joints
“RP2D” recommended Phase II dose, the dosage of a drug that is
suggested for use in Phase II clinical trials
“RVO” retinal vein occlusion
“SAD” single ascending dose, a clinical trial design used primarily
to assess a drug by administering a single dose that
gradually increases
“SAE” serious AE
“secondary endpoint” or
“exploratory endpoint”
additional events of interests which the study is not
specifically powered to assess
“SMAD” small mothers against decapentaplegic
“SMO” site management organization, an organization that provides
clinical trial related services to a company or a clinical site
“ST2” suppressor of tumorigenicity 2
“STA T” signal transducer and activator of transcription
“TCE” T-cell engager
“TEAE” treatment emergent AE, adverse events not present prior to
medical treatment, or an already present event that worsens
either in intensity or frequency following the treatment
“TF” transferrin
“TFR2” transferrin receptor 2
“TMPRSS6” transmembrane protease serine 6
GLOSSARY OF TECHNICAL TERMS
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“TNBC” triple-negative breast cancer, a breast cancer that tests
negative for estrogen receptors, progesterone receptors, and
excess HER2 protein
“TNF-/H9251” tumor necrosis factor- /H9251, a cytokine that plays a central role
in inflammation and immune responses
“toripalimab” a PD-1 antibody drug for the treatment of indications
including multiple solid tumors, developed by Junshi
“TRAE” treatment-related AE, undesirable events not present prior to
medical treatment or an already present event that worsens
in intensity or frequency as a result of the treatment
“Trop-2” trophoblast surface antigen 2
“TSLP” thymic stromal lymphopoietin
“TTR” time to response, the duration from the initiation of
treatment to the first observable response in a patient
“UC” urothelial cancer, a type of cancer that typically occurs in
the urinary system
“VEGF” vascular endothelial growth factor
GLOSSARY OF TECHNICAL TERMS
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This Prospectus contains forward-looking statements and information relating to us and our
subsidiary that are based on the beliefs of our management as well as assumptions made by and
information currently available to our management. When used in this Prospectus, the words “aim,”
“anticipate,” “believe,” “could,” “expect,” “going forward,” “intend,” “may,” “ought to,” “plan,”
“project,” “seek,” “should,” “will,” “would,” “vision,” “aspire,” “target,” “schedules,” 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 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, performance 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; our ability to maintain
relationship with, and the actions and developments affecting, our major customers and suppliers;
future developments, trends and conditions in the industries and markets in which we operate or
plan to operate; general economic, political and business conditions in the markets in which we
operate; changes to the regulatory environment in the industries and markets in which we operate;
our ability to maintain the market leading positions; the actions and developments of our
competitors; our ability to effectively contain costs and optimize pricing; the ability of third parties
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; our ability to defend
our intellectual rights and protect confidentiality; the effectiveness of our quality control systems;
change or volatility in interest rates, foreign exchange rates, equity prices, trading volumes,
commodity prices and overall market trends; including those pertaining to the PRC and the industry
and markets in which we operate; and capital market developments.
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, sales could decrease, 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 H Shares involves various risks. You should carefully consider all
the information in this Prospectus and in particular the risks and uncertainties described
below before making an investment in our H Shares. In particular , we are a biopharmaceutical
company seeking to list on the Main Board of the Stock Exchange under Chapter 18A of the
Listing Rules. Our operations and the biopharmaceutical industry involve certain risks and
uncertainties, some of which are beyond our control and may cause you to lose all your
investment in our H Shares. The occurrence of any of the following events could materially
and adversely affect our business, financial condition, results of operations or prospects. If
any of these events occurs, the trading price of our H Shares could decline, and you may lose
all or part of your investment. Additional risks and uncertainties not presently known to us,
or not expressed or implied below, or that we deem immaterial, could also harm our business,
financial condition and results of 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. You should seek professional advice from your relevant
advisers regarding your prospective investment in the context of your particular
circumstances.
RISKS RELATING TO THE DEVELOPMENT OF OUR DRUG CANDIDATES
Development of innovative drugs is time-consuming and costly, and the outcome is uncertain.
If we are not able to develop and commercialize new products, including our Core Product,
our business prospects could be adversely affected.
Our future revenue and profitability will substantially depend on our ability to complete the
development of our drug candidates, obtain requisite regulatory approvals and successfully
manufacture and commercialize our drug candidates. We have invested a significant portion of our
efforts and capital resources in the development of our existing drug candidates, and we expect to
incur substantial and increasing expenditures for the development and commercialization of our
drug candidates in the future. Development of innovative drugs, including our Core Product, can be
time-consuming and costly, and the outcome may be uncertain. The success of our drug candidates
will depend on several factors, including: successful completion of pre-clinical studies and clinical
trials; favorable safety and efficacy profile from our clinical trials and other studies; sufficient
supplies of pharmaceutical or biopharmaceutical products used in combination with our product
candidates, competing drugs, or drugs in head-to-head comparative clinical trials for evaluation of
our product candidates; receipt of regulatory approvals; sufficient commercial manufacturing
capabilities, either by building facilities ourselves or making arrangements with third-party
manufacturers; the performance by CROs or other third parties we may retain to conduct clinical
trials; obtaining, maintaining and enforcing intellectual property (“IP”) protection and regulatory
exclusivity for our product candidates; ensuring no infringement of IP rights of third parties, and
successful defense against any infringement claims by third parties; successfully launching
commercial sales by establishing distribution network of our product candidates; securing favorable
reimbursement from third-party payors; capturing sufficient market share in competition with and
obtaining approval earlier than other product candidates; maintaining acceptable safety profile of
our product candidates following regulatory approval. 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 drug candidates.
Some of our drug candidates also represent a novel approach to therapeutic needs compared
with more commonly used modalities. For example, we have built a highly differentiated portfolio
of novel ADC drugs. Our ADC assets and other drug candidates, given their novelty and
RISK FACTORS
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differentiated features, may carry inherent development risks that could result in delays and cost
overruns in clinical development, regulatory approvals or commercialization. Furthermore, a
substantial amount of education and training may need to be provided to patients and medical
personnel, which potentially increases our sales and marketing expenses. This may have a material
adverse effect on future profits generated from our drug candidates.
We face fierce competition from existing drugs and drug candidates under development.
We face fierce competition from existing drugs and drug candidates under development,
including those in the global ADCs market. Competition in therapeutic areas such as oncology to
which our Core Product and many other pipeline assets belong is intense given the abundance of
existing competing oncology therapy options, approved drugs and drug candidates. For instance, for
our Core Product, an ADC targeting Nectin-4, there have been a commercialized ADC drug, Padcev,
addressing the same target, and there are a number of competing drug candidates currently under
different development stages. Our biosimilar candidate 9MW0813 faces direct competition from its
corresponding brand name drug Eylea (aflibercept) and price competition from other aflibercept
biosimilars. Mailisheng ( ᒕ୐͛
®) faces competition from other forms of long-acting G-CSF, such
as pegfilgrastim. Many of the companies against which we are competing or against which we may
compete in the future, either by themselves or through merger and acquisition with other
pharmaceutical companies (especially the merger and acquisitions in the ADC market), have
significantly greater financial, technical and human resources and expertise in R&D,
manufacturing, obtaining regulatory approvals and marketing approved drugs than we do.
The wide application of traditional cancer therapies, such as surgeries, radiotherapies and
chemotherapies, also poses significant competition for our drug candidates. Our drug candidates
and lines of treatments may not be selected unless and until one or more of these more conventional
and widely adopted cancer treatments have been adopted, which could potentially negatively affect
the size of our total addressable market for our drug candidates.
Our commercial opportunities may be adversely impacted if our competitors develop and
commercialize drugs (including generic forms of commercialized drugs) that are safer, more
effective, more convenient, or less expensive than any of our commercialized drugs. Our
competitors also may obtain approval from 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 pipeline products obsolete or less competitive before
we can recover the expenses of developing and commercializing our pipeline products.
Clinical development involves a lengthy and expensive process with uncertain outcomes, and
results of earlier 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. For instance, ADCs have presented
a major scientific challenge to researchers due to the high degree of technological sophistication
required to design and produce a balanced drug. Only recently have ADCs begun to gain
momentum, with a total of 14 FDA-approved ADCs as of the Latest Practicable Date. We may
encounter unexpected difficulties while executing our clinical development plans for our drug
candidates, including the ADC assets. Failure can occur at any clinical development stage.
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. 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. It is also
common that various aspects of the development programs, such as manufacturing and formulation,
are altered along the entire R&D stage in an effort to optimize processes and results, and there can
be no assurance that such alterations would help achieve the intended objectives.
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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 size 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 between clinical trials. Therefore, the results of planned clinical trials or other future
clinical trials could be significantly different and deviate from our expectation.
If clinical trials of our drug 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 ultimately be unable to complete,
the development and commercialization of our drug candidates.
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, including: (i) regulators,
institutional review boards (“IRBs”), or ethics committees may not authorize us or our investigators
to commence a clinical trial or conduct a clinical trial at a prospective trial site; manufacturing
issues, including problems with manufacturing, supply quality, compliance with drug GMP , or
obtaining from third parties sufficient quantities of a drug candidate for use in a clinical trial may
occur; (ii) clinical trials of our drug 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 SAEs, leading to product liability.
Adverse events (“ AEs”) and undesirable side effects caused by our commercialized drugs and
drug candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and
may result in a narrowed scope of indications or a more restrictive label of our drug candidates, a
delay or denial of regulatory approval by regulatory authorities, or a significant change in our
clinical protocol or even our development plan. Results of trials conducted by us or our
collaborators with respect to our drug candidates could reveal a high and unacceptable severity or
prevalence of certain AEs. In such an event, trials could be suspended or terminated and regulatory
authorities could order us or our licensing partners, as applicable, to cease further development of,
or deny approval of, our drug candidates for any or all targeted indications. We have been and may
be in the future subject to actual or threatened liability claims related to perceived AEs and
undesirable side effects related to our drug candidates. Responding to such claims may divert our
management’s attention and resources, and there can be no assurance our defenses will be
successful. Actual or perceived AEs and undesirable side effects related to our drug candidates may
also affect subject recruitment or the ability of enrolled subjects to complete the trial. Significant
clinical trial delays may increase our development costs and could shorten any periods during which
we have the exclusive right to commercialize our drug candidates or allow our competitors to bring
drugs to market before we do. This could impair our ability to commercialize our drug candidates
and may harm our business and results of operations.
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 their protocols depends, among
other things, on our ability to enroll enough participants who remain in the trial until its conclusion.
We may experience difficulties in participant enrollment in our clinical trials for many reasons,
including size and nature of the patient population and the patient eligibility criteria defined in the
clinical trial protocol. In addition, our clinical trials may compete with other clinical trials for drug
candidates that are in the same therapeutic areas as our drug candidates. Such competition will
likely reduce the number and types of patients available to us, because some patients who might
have opted to enroll in our trials may instead opt to enroll in a trial being conducted by one of our
competitors. 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 drug candidates.
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We may allocate our limited resources to pursue a particular drug candidate or indication and
fail to capitalize on drug candidates or indications that may later prove to be more profitable
or for which there is a greater likelihood of success.
We focus our product pipeline on research programs and drug candidates that we identify for
selected indications. As a result, we may forgo or delay pursuit of opportunities with other drug
candidates or for other indications that may later prove to have greater commercial potential or a
greater likelihood of success. Our spending on R&D programs and drug candidates for selected
indications may not yield any commercially viable products. Furthermore, if we do not accurately
evaluate the commercial potential or target market for a particular drug candidate, we may
relinquish valuable rights to that drug candidate through licensing, collaboration or royalty
arrangements in cases where it would have been more advantageous for us to retain sole
development and commercialization rights to such drug candidate, or we may allocate internal
resources to a drug candidate in a therapeutic area in which it would have been more advantageous
to enter into a partnering arrangement.
We invest substantial human and capital resources in R&D to develop our drug candidates,
but we cannot guarantee that such efforts will lead to successful outcomes.
The global biopharmaceutical market is constantly evolving, and we must keep pace with new
technologies and methodologies to maintain our competitive position. In 2024 and 2025, our R&D
costs were RMB782.9 million and RMB977.0 million, respectively. We intend to continue to
strengthen our technical capabilities in the development and manufacture of our drug candidates,
which requires substantial capital and time. We cannot assure you that we will be able to develop,
improve or adapt to new technologies and methodologies, successfully identify new technological
opportunities, develop and bring new or enhanced products to market, or obtain sufficient or any
IP protection for such new or enhanced products in a timely and cost-effective manner. Any failure
to do so may render our previous efforts obsolete.
RISKS RELATING TO GOVERNMENT REGULATIONS
Our commercialized products and future approved drug candidates will be subject to ongoing
or additional regulatory obligations and continued regulatory review, which may result in
significant additional expense.
For our commercialized products and future approved drug candidates, the manufacturing
processes, labeling, packaging, distribution, AE reporting, storage, advertising, promotion and
record-keeping for the drug will be subject to extensive and ongoing regulatory requirements on
pharmacovigilance. These requirements include submissions of safety and other post-marketing
information and reports, registration, random quality control testing, continued compliance with
GMP and GCPs standards and potential post-approval studies for the purposes of license renewal.
In addition, once a drug is approved by regulatory authorities for marketing, it is possible that there
could be a subsequent discovery of previously unknown problems with the drug, including problems
with third-party manufacturers or manufacturing processes. Moreover, regulatory policies may
change, or additional government regulations may be enacted that could prevent, limit or delay
regulatory approval of our drug candidates.
We are subject to privacy laws and information security policies related to data privacy and
security, and we may be exposed to risks relating to personal or other sensitive information.
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 impose certain
requirements relating to the privacy, security and transmission of personal information. The
legislative and regulatory landscape for privacy, data protection and information security continues
to evolve in jurisdictions worldwide, and there has been an increasing focus on these issues with
the potential to affect our business. Our ongoing efforts to comply with evolving laws and
regulations may be costly and require ongoing modifications to our policies and procedures.
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On December 28, 2021, the Cyberspace Administration of China (“ CAC”), jointly with other
12 governmental authorities, promulgated the Measures for Cybersecurity Review ( ၣഖτΌᄲ
) (the “ MCR”), which became effective from February 15, 2022. Pursuant to Article 2 of
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 ( ਷̮ɪ̹).
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 had been focused on the discovery, development and
commercialization of therapeutics primarily for cancer and age-related diseases, and we were not
network platform operators that have 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 ( ਷̮ɪ̹). Therefore, as advised
by our 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
were 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 were 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.
On September 24, 2024, the State Council promulgated the Regulation on Network Data
Security Management ( ၣഖᅰኽτΌ၍ଣૢԷ) (the “ Network Data Security Management
Regulation ”), which has taken effect on January 1, 2025. According to the Network Data Security
Management Regulation, cyber data processing activities refer to the collection, storage, use,
processing, transmission, provision, disclosure, and deletion of cyber data. Cyber data processors
are individuals or organizations that independently determine the purposes and methods of
processing in cyber data processing activities. 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.
We are subject to environmental, health and safety laws and regulations, and we could be
subject to fines or penalties and other negative consequences that could have a material
adverse effect on the success of our business.
We are subject to numerous environmental, health and safety laws and regulations, including
the treatment and discharge of pollutants into the environment and the use of toxic and hazardous
chemicals in the process of our business operations. Our facilities can only be put into operation
after the relevant administrative authorities in charge of environmental protection and health and
safety have examined and approved the relevant facilities in certain jurisdictions. We cannot assure
you that we will be able to obtain all the regulatory approvals for our construction projects in a
timely manner. Delays or failures in obtaining all the requisite regulatory approvals for our facilities
may affect our abilities to develop, manufacture and commercialize our pipeline products as we
plan. As requirements imposed by such laws and regulations may change and more stringent laws
or regulations may be adopted, we may not be able to accurately predict any potential substantial
cost of complying with, these laws and regulations.
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We may be directly or indirectly subject to applicable anti-kickback, false claims laws, doctor
payment transparency laws, fraud and abuse laws or similar healthcare and security laws and
regulations, which could expose us to criminal sanctions, civil penalties, contractual damages,
reputational harm and diminished profits and future earnings.
As we have four commercialized products in China and expect to pursue additional marketing
approvals in China, the U.S. and other jurisdictions, our operations have been subject to various
PRC fraud and abuse laws, including the PRC Anti-Unfair Competition Law ( ʕശɛ͏΍ձ਷ˀ
) 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 of the U.S., 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. 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.
RISKS RELATING TO COMMERCIALIZATION AND MANUFACTURING
We rely on the sales of commercialized products, which account for a substantial portion of
our total revenue. If we are unable to maintain the sales volume, pricing levels and profit
margins of such products, our operations, revenue and profitability could be adversely
affected.
During the Track Record Period, part of our revenue was generated from the sales of three
commercialized products, namely Junmaikang, Maiweijian, and Mailishu. We expect that revenue
from the sales of these products will continue to contribute a significant portion of our revenue in
the near future. If we fail to maintain the sales volume, pricing levels and profit margins of such
commercialized products, to achieve or further promote the widespread market acceptance of the
commercialized products, or to grow or retain our customers or consumer base, our business, results
of operations and financial condition may be materially and adversely affected. As our revenue is,
and we expect will continue to be, concentrated in the commercialized products before we launch
other pipeline products, including our Core Product, we may be susceptible to factors adversely
affecting the sales volume, pricing level or profitability of any of the products we generate revenue
from, including: exclusion from, or reduced coverage under, the government-sponsored medical
insurance programs, the impact of government pricing regulations, sales of substitute products by
competitors, interruptions in the supply of raw materials, increases in the cost of raw materials,
issues with product quality or side effects, adverse changes in our sales and distribution network,
and unfavorable policy, regulatory or enforcement changes. Many of these factors are outside of our
control.
If we are unable to obtain, or experience delays in obtaining, required regulatory approvals,
we will not be able to commercialize our drug candidates, and our ability to generate revenue
will be impaired.
Regulatory authorities may require more information to support approval, including additional
preclinical or clinical data, which may result in delay in regulatory approval and commercialization
plans or denial of regulatory approval. In the case where an approval is issued, regulatory
authorities may approve fewer indications, including undesired indications, of our drug candidates
RISK FACTORS
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than the indications we applied for, or grant approvals contingent on the performance of
post-marketing clinical trials. Failure to obtain regulatory approvals in a timely manner, or at all,
or failure to obtain regulatory approvals with an intended scope of indications could have a negative
impact on the commercial prospects of our drug candidates and may cause reputational damage.
The commercialized drugs and any future approved drug candidates may fail to achieve the
degree of market acceptance by physicians, patients and others in the medical community
necessary for commercial success.
The degree of market acceptance of our drugs and drug candidates, if approved for
commercial sale, will depend on a number of factors, including: approved indications of our drugs;
physicians, hospitals, and patients considering our drugs as safe and effective; potential and
perceived advantages of our drugs over alternative treatments; prevalence and severity of side
effects; product labeling or product insert requirements of regulatory authorities; limitations or
warnings contained in the labeling approved by regulatory authorities; timing of market
introduction and competitive drugs; cost of treatment compared to alternative treatments;
availability of adequate coverage, reimbursement and pricing by third-party payors and government
authorities; willingness of patients to pay out-of-pocket without coverage and reimbursement;
effectiveness of our sales and marketing efforts. If any drugs that we commercialize fail to achieve
market acceptance in the medical community, we will not be able to generate revenue to the same
extent as we anticipate. Also, we may fail to maintain market acceptance over time if new products
or technologies are introduced that are more favorably received than our drugs, are more cost
effective or render our drugs obsolete.
If we fail to maintain and optimize an effective distribution network for our drugs, or
encounter problems with our distributors, our operations, revenue and profitability could be
adversely affected.
Our ability to maintain and grow our sales depends on our ability to manage, expand and
optimize distribution channels that ensure timely delivery of our products across China where
market demand for our products is generated through our promotion and marketing activities. As of
December 31, 2025, our distribution network comprised of 127 distributors, on whom we rely to
distribute a substantial portion of our products. However, all of our distributors are Independent
Third Parties over whom we have limited control. We cannot assure you that our distributors will
always distribute our products in an effective manner. For example, if our distributors distribute our
products outside their designated distribution areas as provided under their distribution agreements
with us, the effectiveness of our distribution network could be adversely affected. We intend to
continue engaging distributors for sales of our products in the foreseeable future and expect to
commercialize more products and product candidates. However, we cannot assure you that we
would be able to identify or engage a sufficient number of distributors with an extensive sales
network for future sales of our products.
In line with industry practice in China, we typically enter into distribution agreements with
our distributors for a prescribed term. We may not be able to renew these agreements with our
distributors on commercially acceptable terms or at all. Our distributors may elect not to renew their
distribution agreements with us or otherwise terminate their business relationships with us for
various reasons, including in the event that PRC pricing regulations or other factors substantially
affect the margins they can obtain through the resale of our products. In addition, we may not be
able to establish business relationships with new distributors to support the continued growth of our
business. In the event that a significant number of our distributors terminate their relationships with
us, or we are otherwise unable to maintain and expand our distribution network effectively, our
business, results of operations and financial condition could be materially and adversely affected.
Additionally, in the event that a significant number of our distributors cease or reduce their
purchases of our products or fail to meet the terms provided in our distribution agreements, our
business, financial condition and results of operations may be materially and adversely affected.
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In addition, it is difficult to monitor our distributors’ compliance with regulatory requirements
and business practices. We cannot assure you that our distributors will at all times comply with our
sales policies or that they will not compete with each other for market share in respect of our
products. If any of our distributors 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. There may be instances when these distributors take actions which are not
consistent with our business strategies, such as failure to follow our pricing and marketing policies
and participate in our marketing and promotional activities.
We prevent the occurrence of channel stuffing, cannibalization and competition within our
distribution network through various measures. However, we cannot assure you that the measures
would be effective in preventing such occurrences. The failure in avoiding such occurrences may
adversely affecting our financial condition and results of operation.
Actions taken by our distributors in violation of the relevant agreements or taken by the
distributors with whom we have not entered into distribution agreements could materially and
adversely affect our business, prospects and reputation.
We cannot guarantee that we will be able to effectively manage our distributors with the
distribution agreements, policies and measures we have in place, or that our distributors will abide
by our agreements and policies. Specifically, if our distributors take one or more of the following
actions, our business, results of operations, prospects and reputation may be adversely affected:
failing to distribute our products in the manner we contemplate, impairing the effectiveness of our
distribution network; breaching the distribution agreements or our policies and measures; failing to
maintain the requisite licenses, permits or approvals, or failure to comply with applicable regulatory
requirements; and violating any applicable anti-corruption, anti-bribery, competition or other laws
and regulations. Any actual or alleged violation or noncompliance by our distributors could result
in the erosion of our goodwill, expose us to liabilities, disrupt our distribution network and create
an unfavorable public perception about the quality of our products.
Moreover, some of our distributors engage sub-distributors to distribute our products.
Historically, we did not require our distributors to seek our approval before engaging such
sub-distributors. We do not engage these sub-distributors directly or maintain contractual
relationships with them, and mainly rely on our distributors to manage and control their
sub-distributors in accordance with regulatory requirements, the terms of the distribution
agreements we entered into with our distributors and our policies and measures that our distributors
agree to comply with. As a result, we have a more limited control over these sub-distributors. There
is no assurance that the sub-distributors will comply with the geographical restrictions we have
agreed with our distributors, or comply with other distribution requirements under our distribution
agreements and policies. Furthermore, we cannot assure you that we will be able to identify or
correct all the sub-distributors’ practices that are detrimental to our business in a timely manner or
at all, which may adversely affect our results of operations and reputation. As there is no contractual
relationship between us and these sub-distributors, we have no direct legal recourse against them
if their activities cause harm to our business or reputation.
If we are unable to conduct effective promotion or maintain a qualified sales force, the sales
volume of our products and our operations, revenue, profitability and business prospects
could be adversely affected.
If we are unable to increase or maintain the effectiveness of our sales and marketing activities,
our sales volumes and business prospects could be adversely affected. Our sales and marketing
efforts consist of raising awareness and knowledge of our products and product candidates among
medical professionals, hospitals, 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 are unable to effectively train our
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in-house sales representatives, our sales and marketing may be less successful than desired.
Moreover, competition for experienced marketing, promotion and sales personnel is intense. If we
are unable to attract, motivate and retain a sufficient number of marketing, promotion and sales
professionals, sales volume of our products may be adversely affected, and we may be unable to
expand our hospital coverage or increase our market penetration as contemplated.
The size of the actual markets for our current or future drug candidates may be smaller than
our estimates.
Our projections of the number of patients who may benefit from our drug candidates are based
on our beliefs and estimates. These estimates have been derived from scientific literature, surveys
of clinics, patient foundations, or market research and may prove to be incorrect. Further, new
studies may change the estimated incidence or prevalence of these diseases. The number of patients
may turn out to be fewer than expected. As a result, the potentially addressable patient population
and market size for our drug candidates may be smaller than our estimates.
Furthermore, there is no guarantee that any of our drug candidates would be approved for the
line of therapy we are aiming for. For example, oncology therapies may be characterized as first
line, second line or later line therapy depending on options for treatment and prior treatments
received. For indications with well-established standard of care therapies, regulatory authorities
may approve new therapies initially only for later lines of therapy. While we may seek approval for
our drug candidates as an early-line therapy for certain indications, there is no guarantee that they
will be approved as such. As a result, we may not achieve the anticipated market size and revenue.
Our commercialized drugs and any future approved drug candidates may not be covered by
insurance or reimbursement programs or may become subject to unfavorable insurance
policies or reimbursement practices.
The regulations that govern regulatory approvals, pricing and reimbursement for new
therapeutic products vary widely from country to country. Our ability to commercialize any
approved drug candidates successfully may depend in part on the extent to which reimbursement for
these drugs and related treatments will be available from government health administration
authorities, private health insurers and other organizations. Our Mailishu, Maiweijian and
Junmaikang have been included in the National Reimbursement Drug List (“ NRDL ”). We intend to
seek insurance coverage for or inclusion in the reimbursement programs for other pipeline products
following their commercial launch. As of the Latest Practicable Date, Mailishu, Maiweijian and
Junmaikang had not been selected to join the drug procurement catalogue under the central
procurement scheme in China. We did not experience any inability or impediments to enlist or
obtain reimbursement coverage for our drug products during the Track Record Period, and we do
not expect to encounter such obstacles. However, there can be no assurance that any of our future
approved drug candidates will be 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 efficiency but
lower price which have been included in the NRDL. Additionally, even if the Ministry of Human
Resources and Social Security of China or any of its local counterparts were to accept our
application for the inclusion of products in the NRDL, our potential revenue from the sales of these
products could still decrease as a result of the significantly lowered prices we may be required to
charge for our products to be included in the NRDL.
In the U.S., no uniform policy of coverage and reimbursement for drugs exists among
third-party payers. As a result, obtaining coverage and reimbursement approval of a drug from a
government or other third-party payer is a time-consuming and costly process that could require us
to provide to each payer supporting scientific, clinical and cost-effectiveness data for the use of our
future approved drugs 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
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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, long-term follow-up evaluations required following the use
of our future approved drug candidates. Patients are unlikely to use any of our future approved drug
candidates unless coverage is provided, and reimbursement is adequate to cover a significant
portion of the cost of the drugs.
In addition, a key trend in the global healthcare industry is cost containment. Government
authorities and third-party payers have attempted to control costs by limiting coverage and the
amount of reimbursement for particular medications. As a result, our potential revenue from the
sales of these products could decrease as a result of the significantly lowered prices we may be
required to charge or potential deeper-than-expected price reduction required for our products to be
included in reimbursement programs due to price control policies. Third-party payers are
increasingly requiring that companies provide them with predetermined discounts from list prices
and are challenging the prices charged for medical products.
We cannot be sure that reimbursement will be available for any approved drug candidates that
we commercialize and what the level of reimbursement will be. Reimbursement may impact the
demand for, or the price of, any approved drug 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 drug candidates that we successfully develop.
Any disruption or suspension of manufacturing activities may affect our business and results
of operations.
Our manufacturing facilities are required to obtain and maintain regulatory approvals, subject
to ongoing, periodic inspection by regulatory authorities to ensure compliance with GMP
regulations. Some of our manufacturing facilities are designed in compliance with the NMPA ’s
regulatory requirements and GMP standards of China and EMA GMP standards of the European
Union. We cannot assure that we will not encounter problems with meeting the regulatory authority
standards or specifications, maintaining consistent and acceptable production costs, experiencing
shortages of qualified personnel, raw materials or key contractors, and experiencing unexpected
damage to our facilities or the equipment in them. In these cases, we may be required to delay or
suspend our manufacturing activities. We may be unable to secure temporary, alternative
manufacturers for our drugs with the terms, quality and costs acceptable to us, or at all. Such an
event could negatively affect product commercialization and development efforts. Moreover, we
may spend significant time and costs to remedy these deficiencies before we can continue
production at our manufacturing facilities.
We may engage in the expansion of the manufacturing facilities which may not be as successful
as we have planned.
As we bring additional products to the commercial stage, we may expand our manufacturing
facilities to meet the increasing demand for our products. Completing of such expansion involves
regulatory approvals and reviews by various authorities, including urban planning, construction and
environmental protection authorities. We cannot assure you that we will be able to obtain all of the
required approvals, permits and licenses for expansion. Expansion of the production facilities also
may not be completed on the anticipated timetable or within budget. We may also be unable to fully
utilize the production capacity after the expansion of our production facilities.
We may not be able to maintain effective quality control over our drug products.
The quality of drug products manufactured by ourselves, including drug products for
commercialization and drug candidates for R&D purposes, will depend significantly on the
effectiveness of our quality control and quality assurance, which in turn depends on the production
processes used in our manufacturing facilities, the quality and reliability of equipment used, the
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quality of our staff and related training programs and our ability to ensure that our employees
adhere to quality control and quality assurance protocol. We cannot assure you that our quality
control and quality assurance procedures will be effective in consistently preventing and resolving
deviations from our quality standards or that our standard operating procedures will be complete or
updated at all times. We may fail to detect or cure quality defects as a result of a number of factors,
many of which are beyond our control, including manufacturing errors; technical or mechanical
malfunctions in the manufacturing process; human error or malfeasance; tampering by third parties;
quality issues with the raw materials we purchase or produce.
In addition, we may not be able to ensure consistent quality between products manufactured
in the existing and new facilities or need to incur substantial costs for doing so. Any significant
failure or deterioration of our quality control and quality assurance protocol or standard operating
procedures could render our products unsuitable for use, result in gaps in the audit of our processes,
jeopardize any GMP certifications we may have and/or harm our market reputation and relationship
with business partners.
Negative results from off-label use of our drug products could harm our reputation, product
brand, business operations and financial condition 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. There is a risk that our
product is subject to off-label drug use and is prescribed in a patient population, dosage or dosage
form not 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 and materially and adversely affect our business reputation, product brand,
business operations and financial conditions. These occurrences may also expose us to liability and
cause a delay in the progress of our clinical trials and may ultimately result in failure to obtain
regulatory approval for our drug candidates.
RISKS RELATING TO OUR FINANCIAL POSITION
We had recorded net losses and operating cash outflow during the Track Record Period. We
anticipate that we will continue to incur net losses and may fail to achieve or maintain
profitability in the future.
Investment in the development of innovative biopharmaceutical products can be highly
speculative as it entails substantial upfront expenditures and significant risks of R&D or
commercial failure. During the Track Record Period, we incurred significant R&D costs and other
expenses related to our ongoing operations. As a result, we are not profitable and have incurred net
losses since our inception. In 2024 and 2025, our net losses were RMB1,046.6 million and
RMB972.3 million, respectively. Our net losses during the Track Record Period primarily resulted
from costs and expenses incurred by our R&D activities, as well as selling and marketing expenses
incurred to promote our commercialized drug products, which combined exceeded the revenue we
recognized from the sales of commercialized products and out-license agreements. In addition, we
have recorded net cash used in operating activities of RMB956.4 million and RMB290.2 million in
2024 and 2025, respectively. Also, we recorded a net current liabilities position of RMB220.0
million as of December 31, 2025. Our ability to generate revenue and achieve profitability depends
significantly on our success in advancing innovative drug candidates into later stages of clinical
development, and obtaining regulatory approvals for each drug candidate, which we may not be able
to do in a timely manner or at all.
We expect to continue to incur net losses in the near future and these net losses may increase
as we continue to carry out R&D activities. Our net losses have had, and will continue to have, an
adverse effect on our working capital and shareholders’ equity. Our inability to become and remain
profitable may affect investors’ perception of our potential value and could impair our ability to
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raise additional capital, expand our business or continue our operations. Failure to become and
remain profitable may also adversely affect the market price of our H Shares. A decline in the
market price of our H Shares could cause potential investors to lose all or part of their investment
in our business.
We may need to obtain substantial additional financing to fund our operations and expansion,
and if we fail to do so, we may be unable to complete the development and commercialization
of our drug candidates.
During the Track Record Period, we financed our operations through revenues generated from
sales of commercialized products, payments in connection with out-licensing arrangements and
proceeds from our financing activities. We expect to fund our future operations primarily with
existing cash and cash equivalents, payments received from our license and collaboration
agreements, net proceeds from the Global Offering and sales of our commercialized drug products.
Changes in our ability to fund our operations may affect our cash flow and results of operations.
Although we are conducting this Global Offering, we may nevertheless require substantial
additional capital to meet our continued operating cash requirements, especially to fund our R&D
activities, commercialization of our drug candidates and development of manufacturing
capabilities. As our business continues to expand, we may seek additional funding through equity
offerings, debt financings, license and collaboration arrangements and other sources, which may not
be available on terms favorable or commercially reasonable to us or at all.
We are subject to credit risk arising from trade receivables.
As of December 31, 2024 and 2025, we had trade receivables of RMB38.3 million and
RMB99.8 million, respectively. We may be exposed to credit risk with our counterparties and may
not be able to collect all of such receivables due to a variety of factors that are outside of our
control. If the relationship between us and any of our counterparties is terminated or deteriorated,
or if our counterparties experience financial or operational difficulties, the recoverability of our
receivables may be negatively affected.
We may incur impairment losses with respect to our intangible assets and goodwill in the
future, which may materially and adversely affect our business, financial condition and results
of operations.
Our goodwill, which is arisen from the acquisition of associates and is included as part of the
Group’s investments in associates, remained stable at RMB118.8 million as of December 31, 2024
and 2025. During the Track Record Period, we did not record impairment loss on our goodwill. Our
other intangible assets include computer software related to our business operations, patents and
licenses, with net carrying amount of RMB19.4 million and RMB15.7 million as of December 31,
2024 and 2025, respectively. We did not recognize impairment losses with respect to our other
intangible assets in 2024 and 2025. We cannot assure you that we will not recognize such
impairment losses in the future. Impairment losses could arise from a decrease in the future utility
of our technology assets due to industry advancements that render them obsolete or less useful.
Changes in market conditions could also erode the value attributed to goodwill. Moreover, an
economic downturn affecting our sectors could necessitate a re-evaluation of the carrying value of
both our intangible assets and goodwill.
Failure to manage our inventory effectively could materially and adversely affect our results
of operations, financial condition and cash flows.
To operate our business successfully and meet our customers’ demands and expectations, we
must manage our inventory effectively to ensure immediate delivery when required. We are exposed
to inventory risk as a result of rapid changes in product life cycles, changing clinical demands,
uncertainty of product developments and launches as well as the volatile economic environment in
jurisdictions where we operate. There can be no assurance that we can accurately predict these
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trends and events and avoid over-stocking or under-stocking our products. Demand for products
could change significantly between the time when the products are ordered and the time they are
ready for delivery. When we begin to sell a new product, it is particularly difficult to forecast
product demand accurately. As of December 31, 2024 and 2025, we had inventories of RMB211.7
million and RMB187.9 million, respectively.
We may be exposed to increased inventory risks due to accumulated excess inventory of our
products or raw materials, some of which are subject to expiration. Excess inventory levels may
increase our inventory holding costs, obsolescence risks or potential impairment loss. On the other
hand, if our forecasted demand is lower than actual level, we may not be able to maintain an
adequate inventory level of our products or manufacture our products in a timely manner and may
lose sales and market share to our competitors. Furthermore, for inventory maintained in relation
to products to be sold, as we will not be able to recoup our cash paid for raw materials during the
production process until the finished products are sold to customers and the purchase price is
settled, our business is subject to significant working capital requirements given the high inventory
level and inventory turnover days. If our inventory level increases substantially in the future, our
financial condition and cash flows could be materially and adversely affected.
We may not be able to fulfil our obligations in respect of contract liabilities.
We recorded contract liabilities of RMB36.0 million and RMB309.6 million, as of December
31, 2024 and 2025, respectively. Contract liabilities include advances received for sales of
pharmaceutical products and deferred revenue for out-licensing agreement. If we fail to honor our
obligations under our contracts with such customers, we may not be able to convert such contract
liabilities into revenue, and our customers may also require us to refund the relevant prepayments
they have made, which may in turn adversely affect our financial position. In addition, if we fail
to honor our obligations under our contracts with customers, it may also adversely affect our
business relationships with them, which may in turn affect our results of operations in the future.
Certain of our subsidiaries may enjoy preferential tax treatment, including reduced tax rates.
The expiration of, or changes to, any of these preferential tax treatments could adversely
affect our business, financial condition, and results of operations.
We have received preferential tax treatments and currently benefit from certain 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. There is no assurance that we will continue 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. Furthermore, some of the government grants or preferential tax treatments are
subject to the satisfaction of certain conditions, including compliance with requirements of the
applicable incentive programs. We cannot guarantee that we have satisfied or will continue to
satisfy all relevant conditions, and if we fail to satisfy any such conditions, we may be deprived of
the relevant incentives.
We face foreign exchange risk, and fluctuations in exchange rates could have a material
adverse effect on our financial condition and results of operations.
Changes in exchange rates have in the past, and could in the future continue to, materially and
adversely affect our financial condition and results of operations. 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.
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We face challenges in mitigating losses or improving the financial performance of our
associates, which may adversely affect our liquidity and financial position and our ability to
meet our own financial obligations.
As our equity interests in associates result in a share of their financial performance, sustained
losses by the associates can negatively impact our financial results and liquidity position.
Furthermore, our lack of control of our associates may limit our ability to influence financial and
operating policy decisions made by the associates. Consequently, we may face challenges in
mitigating losses or improving the financial performance of our associates. This can adversely
affect our liquidity position and our ability to meet financial obligations. In addition, in the event
that the associates require additional funding to sustain their operations or implement strategies for
improving their financial performance, we may be called upon to provide financial support. This
can strain our liquidity position, as we may need to allocate additional resources to support the
associates, potentially impacting our ability to meet our own financial obligations or pursue other
investment opportunities.
RISKS RELATING TO OUR INTELLECTUAL PROPERTY RIGHTS
We may become subject to IP infringement claims, which could expose us to substantial
liability, harm our reputation, limit our R&D or other business activities and/or impair our
ability to commercialize our product candidates.
The publication of discoveries in scientific or patent literature frequently occurs substantially
later than the date the underlying discoveries were made and invention patent applications are filed.
We may not know with certainty whether any third party may have filed a patent application without
our knowledge while we are still developing or producing that product or other relevant technology.
We may become party to, or threatened with, adversarial proceedings regarding IP rights with
respect to our technology and any product candidates.
Third parties may assert infringement claims against us based on patents or other proprietary
rights that they hold. We may receive notices that claim our technologies or certain other aspects
of our business have infringed other parties’ IP rights. 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 could hold that these third-party patents are valid, enforceable and infringed, which
could materially and adversely affect our ability to commercialize any product candidates we may
develop and any other product candidates or technologies covered by the asserted third-party
patents. In addition, we typically launch our biosimilar products only after the expiration of relevant
patents in applicable jurisdictions to avoid infringement risks. Manufacturers of biosimilar drugs
may challenge the validity, scope, or enforceability of issued patents in court or before a patent
office. However, there is no assurance that such patent challenges would be successful.
If we are found to infringe on a third party’s IPs, and we are unsuccessful in demonstrating
that such IPs are invalid or unenforceable, one or more of the following may occur: we may have
to reformulate the affected product(s) to avoid infringing the IP rights of others, which may be
impossible or very costly and time-consuming; we may be forced to discontinue production and
sales of the affected product(s) or cease developing the affected product candidate(s); we may be
prevented from commercializing our product candidates until the asserted patent expires; we may
be required to obtain royalty-bearing licenses from such third party to such patents, which may not
be available on commercially reasonable terms, and such licenses could be non-exclusive, thereby
giving our competitors access to the same technologies licensed to us.
Moreover, some of our competitors are larger than we are and have substantially greater
resources than we do. They are likely to be able to sustain the costs of complex IP litigation longer
than we could. In addition, the uncertainties associated with litigation could have a material 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.
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Claims that we have misappropriated the confidential information or trade secrets of third
parties could have a material adverse effect on our business, financial condition, results of
operations, and prospects. The related legal proceedings may be costly and could result in a
substantial diversion of management resources.
We may not have the right to control the preparation, filing, prosecution, maintenance,
extension, enforcement, and defense of patents and patent applications covering the drug
candidates that we license from third parties.
We may not have the right to control the preparation, filing, prosecution, maintenance,
enforcement or defense of patents and patent applications covering the drug 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 handled in a manner consistent with the best interests
of our business. 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 drugs subject of such potential
licensed rights could be adversely affected.
Also, our licensing partners from which we license patents may conclude that we materially
breach the in-licensing agreements and might therefore terminate such agreements, thereby
removing our ability to develop and commercialize drug products covered by these in-licensing
agreements. If such licenses are terminated, we may be required to seek alternative licensing-in
arrangements, which may not be available on commercially reasonable terms or at all, or may be
non-exclusive. In addition, we may seek to obtain additional licenses from third parties and, in
connection with obtaining such licenses, we may agree to amend our existing licenses in a manner
that may be more favorable to these third parties, including by agreeing to terms that could enable
third parties (potentially including our competitors) to receive licenses to a portion of the IP that
is subject to our existing licenses. If such alternative or additional licensing-in arrangements are not
available, we may need to modify or cease the development, our manufacture, or commercialization
of our drug candidates and competitors would have the freedom to seek regulatory approvals of, and
to market, products identical to ours.
Our future licensing partners may not be the sole and exclusive owners of the IP rights we
in-license. The third parties we license patents from may have obtained the rights to such patents
through license agreements with the entities that own or control such patents and have in turn
sublicensed such rights to us. We are not a party to the license agreements under which these third
parties obtain their rights and therefore cannot ensure that they will comply with their obligations
under such agreements. If any of our future licensing partners 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. In addition, our future licensing partners may not control
prosecution and enforcement of such patents, and if they lose their rights to any patents or other IP
rights upon which we depend or we lose our sublicense rights to such patents and other IP , we may
be required to cease the development and commercialization of our products.
If we are unable to obtain and maintain adequate IP protection for our pipeline products, our
ability to successfully commercialize our pipeline products may be adversely affected.
Our commercial success depends, to a certain extent, on our ability to protect our proprietary
technologies and pipeline products from competition by obtaining, maintaining, defending and
enforcing our IP rights. We seek to protect the pipeline products and technologies that we consider
commercially important primarily by filing patent applications in China, the U.S. and other
countries or regions, relying on trade secrets or pharmaceutical regulatory protection or employing
a combination of these methods. This process is expensive and time-consuming, and we or our
business partners may not be able to file and prosecute all necessary or desirable patent applications
and secure other IP protection in all jurisdictions in a timely manner. Also, we or our business
partners may fail to identify patentable aspects of our R&D 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 IP and take necessary actions to defend and enforce our rights, or at all.
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If our patent terms expire before or soon after our drug candidates are approved, or if
competitors successfully challenge our patents, 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. Once the patent life has expired, we may be open to competition from competitive medications,
including biosimilar medications. Manufacturers of generic or biosimilar drugs may challenge the
scope, validity, or enforceability of our patents in court or before a patent office, and we may not
be successful in enforcing or defending those IP rights and, as a result, may not be able to develop
or market the relevant product exclusively. Upon the expiration of our issued patents, we will not
be able to assert such patent rights against potential competitors. Moreover, the applicable time
period or the scope of patent protection afforded could be less than we request. If we are unable to
obtain a patent term extension, our competitors may obtain approval of competing products
following our patent expiration.
In addition, some of our patents and patent applications may in the future be co-owned with
third parties. If we are unable to obtain an exclusive license to any such third-party co-owners’
interest in such patents or patent applications, such co-owners may be able to license their rights
to our competitors that could market competing products and technology. Besides this, we may need
the cooperation of any such co-owners to enforce such patents against third parties, and such
cooperation may not be provided to us.
We may not be able to protect our IP rights or prevent unfair competition by third parties.
Filing, prosecuting, maintaining and defending patents on drug candidates in all countries
throughout the world could be prohibitively expensive for us, and our IP rights in some countries
can have a different scope and strength than do those in some other countries. In addition, the laws
of certain countries do not protect IP rights to the same extent as the laws of certain other countries.
Consequently, we may not be able to prevent third parties from practicing our inventions in all
countries, or from selling or importing drugs made using our inventions in and into certain
jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained
patent protection to develop their own drugs and further, may export otherwise infringing drugs to
certain jurisdictions where we have patent protection, but where enforcement rights are not as
strong as those in certain other countries. These drugs may compete with our drug candidates and
our patent rights or other IP rights may not be effective or adequate to prevent them from
competing.
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.
We own a number of trademarks in China. Our registered or unregistered trademarks or trade
names may be challenged, infringed, circumvented or declared generic or determined to be
infringing on other marks. We may not be able to protect our rights to these trademarks and trade
names, which we need to build name recognition among potential partners or customers. At times,
competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to
build brand identity and possibly leading to market confusion. In addition, there could be potential
trade name or trademark infringement claims brought by owners of other registered trademarks or
trademarks that incorporate variations of our registered or unregistered trademarks or trade names.
Over the long term, if we are unable to establish name recognition based on our trademarks and
trade names, we may not be able to compete effectively, and our business may be adversely affected.
Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain
names, copyrights or other IP may be ineffective and could result in substantial costs and diversion
of resources.
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If we are unable to protect the confidentiality of our trade secrets, our business and
competitive position would be harmed.
In addition to patent rights, we rely on trade secrets, including unpatented know-how,
technology and other proprietary information, to maintain our competitive position and to protect
our drug candidates. We seek to protect our trade secrets, in part, by entering into non-disclosure
and confidentiality agreements with parties that have access to trade secrets, such as our employees,
corporate collaborators, outside scientific collaborators, sponsored researchers, contract
manufacturers, consultants, and advisers. However, we may not be able to prevent the unauthorized
disclosure or use of our trade secrets by the parties to these agreements. Monitoring unauthorized
uses and disclosures is difficult and we do not know whether the steps we have taken to protect our
proprietary technologies will be effective. Besides, we may not be able to obtain adequate remedies
for any such breach or violation. As a result, we could lose our trade secrets and third parties could
use our trade secrets to compete with our drug 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. Enforcing a claim that a party illegally disclosed or misappropriated a
trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. If
any of our trade secrets were to be lawfully obtained or independently developed by a competitor
or other third party, we would have no right to prevent them from using that technology or
information to compete with us and our competitive position would be harmed.
Changes in patent law could diminish the value of patents in general, thereby impairing our
ability to protect our pipeline products.
The laws and regulations governing patents could be revised from time to time that would
affect our ability to obtain new patents or to enforce our existing patents and patents that we might
obtain in the future. Our existing patent rights and future patent applications may face certain
potential influence. Such changes may impact the value of our patent rights. For instance, the U.S.
Supreme Court rulings have narrowed the scope of patent protection and weakened the rights of
patent owners in certain situations.
RISKS RELATING TO DEPENDENCE ON THIRD PARTIES
We rely on third parties to monitor, support and/or conduct clinical trials and preclinical
studies of our drug candidates.
We rely upon third-party CROs, clinical trial sites, consultants and other third parties to
monitor, support and conduct preclinical studies and clinical trials of our drug candidates. We do
not have full control over their activities or the quality, timing and cost of these studies.
Nevertheless, we are responsible for ensuring each of our studies is conducted in accordance with
the applicable protocol and legal, regulatory and scientific standards, and our reliance on the CROs
and other third parties does not relieve us of our regulatory responsibilities. In particular, we, our
CROs and our clinical investigators are required to comply with GCP , GLP and other regulatory
regulations and guidelines enforced by regulatory authorities for all of our drug candidates in
clinical development. Regulatory authorities may enforce these requirements through periodic
inspections of trial sponsors, investigators and trial sites. In addition, our clinical trials must be
conducted with drug candidates or products produced under current GMP requirements.
We cannot control whether such CROs will devote sufficient time and resources to our
ongoing clinical, nonclinical and preclinical programs. If any of our CROs fail to comply with the
applicable regulatory requirements, the relevant data generated in our clinical trials may be deemed
unreliable and the regulatory authorities may require us to perform additional clinical trials before
approving our marketing applications. There can be no assurance the regulatory authorities will
determine that our clinical trials comply with all the applicable requirements. Failure to comply
with these regulations may lead us to repeat preclinical studies and clinical trials, which would
delay the regulatory approval process.
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Similarly, if other third parties fail to meet expected deadlines, timely transfer to us any
requisite information, adhere to protocols or act in accordance with regulatory requirements or our
agreements with them, or if they otherwise perform in a sub-standard manner or compromise the
quality or accuracy of their activities or the data they obtain, the clinical trials of our drug
candidates may be compromised, delayed, prolonged, suspended or terminated, or our data may be
rejected by the regulatory authorities. In addition, the use of these third parties may require us to
disclose our confidential information concerning the subjects enrolled in our clinical trials from
time to time, which could increase the risk that such information will be misappropriated.
Our five largest customers contributed a substantial amount of our revenue during the Track
Record Period, which subjects us to concentration risks.
Our five largest customers contributed a substantial amount of our revenue during the Track
Record Period. As such, we may be exposed to concentration risks and related credit risks. In 2024
and 2025, the revenue from our five largest customers in each year in aggregate amounted to
RMB147.3 million and RMB577.0 million, representing 73.7% and 87.6% of our total
corresponding revenues in such year, respectively, and our revenue from the largest customer in
each year amounted to RMB58.9 million and RMB333.1 million, accounted for 29.5% and 50.6%
of our total corresponding revenues, respectively. If such customers terminated their business
collaboration with us, or if such customers’ cash flows, working capital, financial condition or
results of operations deteriorate, they may be unable or unwilling to pay trade receivables owed to
us promptly or at all. Any collaboration termination, substantial defaults or delays could materially
and adversely affect our cash flows, and we could be required to terminate our relationships with
our customers in a manner that may adversely and materially affect our cash flows and operations.
We depend on third parties to provide a stable and adequate supply of quality materials and
products for our drug development and manufacturing needs.
During the Track Record Period, purchases from our five largest suppliers in 2024 and 2025,
accounted for 25.3% and 27.8% of our total purchase cost, respectively. Purchases from our largest
supplier for 2024 and 2025, accounted for 8.8% and 9.4% of our purchase cost, respectively. If our
suppliers are unable to provide adequate supplies of products or services, our operations, including
in-house manufacturing and R&D of our drug candidates, may be adversely affected. We are also
exposed to the possibility of increased costs, which we may not be able to pass on to customers and
as a result, lower our profitability. In addition, we cannot assure you that we will be able to identify
and rectify all quality issues with the quality inspection we implement on such raw materials and
products. The stability of operations and business strategies of our suppliers are beyond our control,
and we cannot assure you that we will be able to secure a stable relationship and high-quality
outsourced services or raw materials with our large suppliers. If any of our large suppliers
terminates its business relationship with us, we may encounter difficulty in finding a replacement
that can provide services or raw materials of equal quality at a similar price.
We may rely on third parties to manufacture our drug products for clinical development and
commercial sales.
During the Track Record Period, we collaborated with CDMOs to conduct and support our
preclinical and clinical trials in line with industry practice. Going forward, we may continue to
engage third-party CDMOs to manufacture a portion of our pipeline products for R&D activities
and commercial sales. Such engagement with third-party CDMOs exposes us to certain risks,
including we may be unable to identify CDMOs on acceptable terms or at all; CDMOs may have
limited capacity or limited manufacturing slots; CDMOs may be subject to periodic inspections by
regulatory authorities regarding compliance with the GMP standards and other requirements, and
we cannot assure that they are compliant with these requirements at all times; CDMOs might be
unable to timely manufacture our pipeline products or produce the quantity and quality required to
meet our clinical and commercial needs; CDMOs may not be able to execute our manufacturing
procedures and other logistical support requirements appropriately; CDMOs could terminate their
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agreements with us; natural or man-made disasters, labor disputes, unstable political environments
and other events beyond our control may interrupt the manufacturing process. Each of these risks
could hinder our commercialization efforts and delay or prevent the completion of our clinical trials
or the approval of our drug candidates.
Our relationships with certain principal investigators, KOLs and leading hospitals may affect
the clinical development and future marketing of our drug products.
We have established extensive interaction channels with principal investigators, KOLs,
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 and improve our existing drug
candidates. However, we cannot assure you that we will be able to maintain or strengthen our
relationships with principal investigators, KOLs and leading hospitals, or that our efforts to
maintain or strengthen such relationships will yield the successful development and marketing of
new products. These industry participants may leave their roles, change their business or practice
focus, choose to no longer cooperate with us or cooperate with our competitors instead. Also, their
market insights and perceptions may be inaccurate and lead us to develop drugs that do not have
significant market potential.
RISKS RELATING TO OUR OPERATIONS
If our business partners fail to obtain, maintain or renew the necessary licenses for the
development, production, promotion, sales and distribution of our drug products, our ability
to conduct our business could be materially impaired and our revenue and profitability could
be adversely affected.
We are required to obtain, maintain and renew various permits, licenses, approvals and
certificates to develop, produce, promote and sell our products, and the third parties on whom we
may rely on to develop, produce, promote, sell and distribute our products may be subject to similar
requirements. The parties on whom we rely, such as distributors, suppliers and other business
partners, may be subject to regular inspections, examinations, inquiries and audits by the regulatory
authorities, and an adverse outcome may result in the loss or non-renewal of the relevant permits,
licenses, approvals and certificates. Moreover, the criteria used in the review and renew process
may change from time to time, and there can be no assurance the parties on whom we rely will be
able to meet new criteria. If parties on whom we rely on fail to maintain or renew material permits,
licenses, approvals and certificates, it could materially impair our ability to conduct our business.
Our future success depends in part on our ability to retain our Directors, senior management,
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 prospect could be materially impaired.
We depend on the continued contributions of our Directors, senior management, especially the
executive officers listed in the section headed “Directors and Senior Management” in this
Prospectus, and other key employees. Replacing executive officers, scientific employees, and other
qualified personnel may be difficult and take an extended period of time because of the limited
number of individuals with the breadth of skills and experience required to successfully develop,
gain regulatory approval of and commercialize products 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, development and commercialization objectives.
Our future success is dependent on our ability to attract a significant number of qualified
employees and retain existing key employees. There is an intense competition for highly skilled
management, technical, sales and other personnel with experience in our industry in the cities where
our offices are located. 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
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stock-based compensation. In recent years, the average labor cost in the global biopharmaceutical
market, particularly for highly skilled and experienced personnel, has been steadily increasing. We
must provide competitive compensation packages and a high-quality work environment to hire,
retain and motivate employees.
We have entered into collaborations with our partners and may pursue additional
collaborations, licensing arrangements, joint ventures, strategic alliances, partnerships or
other investments or arrangements in the future. If such arrangements fail to achieve our set
goals or produce anticipated benefits, our operations, revenue and profitability could be
adversely affected.
Historically, we have entered into collaboration arrangements with third parties in relation to
the development and commercialization of our pipeline products. We may form or seek additional
collaboration arrangements with respect to our pipeline products. Any of these relationships may
increase our near and long-term expenditures, issue securities that dilute the value of our shares, or
disrupt our management and business. These transactions can also entail numerous operational and
financial risks, including exposure to unknown liabilities, and diversion of our management’s time
and attention to manage a collaboration or develop acquired products, product candidates or
technologies. As a result, we may not be able to realize the benefit of such transactions if we are
unable to successfully integrate them with our existing operations and company culture, which
could delay our timelines or otherwise adversely affect our business.
Furthermore, we face significant competition in seeking appropriate strategic partners, and the
negotiation process is time-consuming and complex. We may not be always successful in our efforts
to establish a strategic partnership or other alternative arrangements for our pipeline products that
may be deemed at too early a stage of development for collaborative effort and having the requisite
potential to demonstrate safety and efficacy.
When we collaborate with a third party for the development and commercialization of a
pipeline product, we may relinquish some or all of the control over the future success of that
product to the third party. Our ability to reach a definitive agreement for a collaboration will depend
upon our assessment of the collaborator’s resources and expertise, the terms and conditions of the
proposed collaboration and the proposed collaborator’s evaluation of our technologies, product
candidates and market opportunities. We may also be restricted under any license agreements from
entering into agreements on certain terms or at all with potential collaborators.
We cannot be certain that, following a strategic transaction or license, we will be able to
achieve the revenue or specific net income that justifies such transaction. If we are unable to reach
agreements with suitable collaborators on a timely basis, on acceptable terms, or at all, we may have
to curtail the development of a product candidate, reduce or delay its development programs, delay
its potential commercialization or reduce the scope of any sales or marketing activities, or increase
our expenditures and undertake development or commercialization activities at our own expense. If
we elect to fund and undertake development or commercialization activities on our own, we may
need to obtain additional expertise and additional capital, which may not be available to us on
acceptable terms or at all.
We are exposed to product liability and other liability claims or lawsuits regarding our
pipeline products, jointly developed products and products supplied by third parties, which
may cause us to incur substantial liabilities.
We face an inherent risk of product liability as a result of commercialized drug products and
the clinical trials of our drug candidates. Any such product liability claims may include allegations
of defects in manufacturing, quality assurance, storage, transportation and distribution, defects in
design, improper, insufficient or improper labelling of products, insufficient or misleading
disclosures of side effects or dangers inherent in the product, negligence, strict liability and a breach
of warranties. There is also risk that products jointly developed or supplied by third parties could
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incur liability since we have limited control over such third parties. Liability claims may result in:
decreased demand for our products; injury to our reputation; withdrawal of clinical trial
participants; costs to defend the related litigation; a diversion of management’s time and our
resources; substantial monetary awards to trial participants or patients; product recalls, withdrawals
or labelling, marketing or promotional restrictions; loss of revenue; inability to commercialize our
drug candidates; a decline in our Share price.
We cannot assure we will always be able to obtain and retain sufficient product liability
insurance at an acceptable cost to protect against potential product liability claims that could
prevent or inhibit the commercialization of our products. Also, any claim that may be brought
against us could result in a court judgment or settlement in an amount not covered, in whole or in
part, by our insurance coverage. Insurance policies may also have various exclusions, and we may
be subject to a product liability claim for which we have no coverage. We may not have, or be able
to obtain, sufficient capital to pay for such claims.
We, our senior management and Directors may be involved in claims, disputes, litigation,
arbitration or other legal proceedings in the ordinary course of business.
We, our senior management or Directors may become party to litigation, legal disputes, claims
or administrative proceedings arising in the ordinary course of our business. These may concern
issues relating to product liability, environmental matters, breach of contract, employment or labor
disputes and IP rights. For example, we may be sued if our pipeline products are perceived to cause
injury, death or 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. Mr. Tang, an executive Director, was (i) a supervisor of Ganzhou
Santai Trading Co., Ltd. (ʮ̡)( “ Ganzhou Santai ”), the business license of
which was revoked in October 2007 and its deregistration was approved by AIC in June 2020, and
(ii) the legal representative, the chairman and the director of Hainan Zhongtuo Development Co.,
Ltd. (ʮ̡)( “ Hainan Zhongtuo ”), the business license of which was revoked in
August 1997 and its deregistration was approved by AIC in May 2023. To the best knowledge of
our Directors based on the public search records, no litigations, penalties, investigations, material
non-compliances or other material matters had occurred in relation to each of Ganzhou Santai and
Hainan Zhongtuo that should be brought to the attention of the Stock Exchange or the investors. For
further details, please refer to the section headed “Directors and Senior Management — Board of
Directors — Executive Directors” in this Prospectus.
Involvement in litigation, legal disputes, claims or administrative proceedings may distract
our senior management’s or Directors’ attention and consume our 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 facts and circumstances of the cases, the
likelihood of winning or losing, the monetary amount at stake and the parties concerned. If we
cannot successfully defend ourselves against the claims, we may incur substantial liabilities or be
required to limit commercialization of our pipeline products. In addition, negative publicity arising
from litigation, legal disputes, claims or administrative proceedings may damage our reputation and
adversely affect the image of our brands and products.
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 engaged a third-party human resources agent to pay social
insurance premium and housing provident funds for certain employees on behalf of us in locations
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where we do not have substantial presence in accordance with customary industry practice. As of
the Latest Practicable Date, the third-party human resources agent provided such funds for 241 of
our employees. As of the Latest Practicable Date, (i) such employees had confirmed such
arrangement that the third-party human resources agencies pay the social insurance premium and
housing provident funds for them on behalf of us, and had raised no objections in relation thereto,
(ii) the third-party human resource agent had confirmed that they had made full contributions for
our relevant employees in a timely manner pursuant to the applicable laws and regulations in China
during the Track Record Period, (iii) there had been no disputes between us, such employees and
the third-party human resources agent with regard to such arrangement, and (iv) 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 advised by our PRC Legal Adviser, (i)
the engagement of third-party human resources agent to pay social insurance premium and housing
provident funds for certain employees is not in strict compliance with relevant PRC laws and
regulations, and according to the Social Insurance Law of the PRC, an employer fails to pay social
insurance contributions on time and in full and fails to make the payment or supplement the amount
within a specified time limit ordered by the government authority, the government authority may
impose a fine ranging from one to three times the amount of the unpaid premiums, (ii) however, if
there are no employee complaints and if we are able to rectify upon request by the relevant
authorities within the specified period, the risk of us being subject to material penalties as a result
of paying the social insurance premium and housing provident funds for the relevant employees
through the third-party agent is relatively low. However, if the relevant governmental authorities
determine the use of third-party agent to pay social insurance premium and housing provident funds
to be non-compliant in the future or such human resources agent fail to pay the social insurance
premium or housing provident funds for our employees as required by applicable PRC laws and
regulations, we may be subject to additional contribution, late payment fee and/or penalties imposed
by the relevant PRC authorities for failing to discharge our obligations in relation to payment of
social insurance premium and housing provident funds as an employer or be ordered to rectify. This
in turn may adversely affect our financial condition and results of operations. Regarding the
third-party payment arrangement for employees’ social insurance and housing provident funds, we
plan to complete the transition to making such contributions in the locations where the respective
labor contracts with the employees are registered for all employees by the first half of 2026.
We are subject to risks associated with our leased properties.
We have leased certain properties in China as our offices, laboratories and storage spaces.
Pursuant to the Measures for Administration of Lease of Commodity Properties (ॡ༣
), which was promulgated by the Ministry of Housing and Urban-Rural Development of
the PRC (ண௅) on December 1, 2010 and became effective on
February 1, 2011, both lessors and lessees are required to file the lease agreements for registration
and obtain property leasing filing certificates for their leases. As of the Latest Practicable Date, 22
of our lease agreements for properties in China had not been registered with relevant authorities in
China. Although failure to register does not in itself invalidate the leases, we may be subject to fines
if we fail to rectify such non-compliance within the prescribed time frame after receiving notice
from the relevant PRC government authorities. The penalty ranges from RMB1,000 to RMB10,000
for each unregistered lease, at the discretion of the relevant authority. As of the Latest Practicable
Date, we were not subject to any penalties arising from the non-registration of lease agreements.
However, we cannot assure you that we would not be subject to any penalties and/or requests from
local authorities to fulfill the registration requirements, which may increase our costs in the future.
In addition, as our leases expire, we may face difficulties renewing them, either on commercially
acceptable terms or at all.
We may be exposed to the risks of conducting business globally.
We plan to explore market opportunities overseas, and we intend to continue to identify and
collaborate with reputable local partners with proven track record to maximize the global value of
our pipeline products. We will also continue seeking licensing and co-development opportunities
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with global multinational companies and expand our global clinical programs. However, such
activities may subject us to additional risks that may materially adversely affect our ability to attain
or sustain profitable operations, including: efforts to enter into license and collaboration
arrangements with third parties may increase our expenses or divert our management’s attention
from the development of drug candidates; political and economic instability as well as geopolitical
tensions; differing regulatory requirements for drug approvals and marketing internationally;
potentially longer payment cycles, greater difficulty in accounts receivable collection and
potentially adverse tax treatment; difficulty of effective enforcement of contractual provisions in
local jurisdictions; potentially reduced protection for IP rights; unexpected changes in regulatory
requirements and delays resulting from difficulty in obtaining export licenses; significant adverse
changes in currency exchange rates; compliance with tax, employment, immigration and labor laws
for employees traveling abroad; business interruptions resulting from geo-political events or natural
disasters.
In addition, changes in international trade policies may adversely affect various aspects of our
business operations. For example, the U.S. government has made statements and taken certain
actions that may lead to potential changes to U.S. and international trade policies towards China.
It remains unclear what additional actions will be taken by the U.S. or other governments with
respect to international trade agreements, the imposition of tariffs on goods imported into the U.S.,
or tax policy related to international commerce. Any unfavorable government policies on
international trade, such as capital controls, may affect the import or export of raw materials and
disrupt our R&D and manufacturing activities. Such unfavorable policies may also negatively
impact the hiring of scientists and other R&D personnel, the demand for and competitiveness of our
drugs, or prevent us from selling our drugs in certain countries. If any new tariffs, policies,
legislation and/or regulations are announced or implemented, or if existing trade agreements are
renegotiated, such changes could have an adverse effect on our business, financial condition, results
of operations and prospects. We cannot rule out the possibility that the trade tension between China
and the U.S. may lead to potential delay or impact on our operations and clinical trials in the U.S.
On May 12, 2025, the U.S. President Donald Trump signed an executive order that aimed to
reduce the prescription drug prices in the U.S. to align with those in other developed countries. The
executive order directed the U.S. Secretary of Health and Human Services to send price targets to
the pharmaceutical industry and initiate negotiations within 30 days to reduce drug prices from their
current levels. It remains unclear what additional actions will be taken by the U.S. government and
their impact on drug pricing in the U.S. and globally.
We could be adversely affected as a result of any sales we make to certain countries that are,
or become subject to, sanctions administered by the U.S., the European Union, the United
Kingdom, the United Nations, Australia and other relevant sanctions authorities.
The U.S. and other jurisdictions or organisations, including the European Union (“ EU”), the
United Kingdom (“ U.K. ”), the United Nations (“ UN”) and Australia, have implemented measures
that impose economic sanctions against certain countries or targeted industry sectors, groups of
companies or persons, and/or organisations within such countries. During the Track Record Period,
we sold certain medicines and medical-related products to the Relevant Region involving a
customer subject to the sanctions applicable to SDNs, because of SDN ownership. We recognized
revenue of RMB22.5 million from such customer during the Track Record Period. As advised by
our International Sanctions Legal Advisors after performing the procedures they consider necessary,
these transactions did not represent a violation of the International Sanctions as they were
authorised by a general license issued by OFAC due to the nature of the transactions. The general
license authorizes transactions related to (i) sale, transport and provision of medicine and medical
devices; and (ii) clinical trials and other medical research activities. Based on our current
understanding and advised by our International Sanctions Legal Advisors, we believe that we are
not subject to sanctions risk because of these transactions.
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Sanctions laws and regulations are constantly evolving, and new persons and entities are
regularly added to the list of Sanctioned Persons. Further, new requirements or restrictions could
come into effect which might increase the scrutiny on our business or result in one or more of our
business activities being deemed to have violated sanctions. We cannot provide any assurance that
our future business will be free of sanctions risk or our business will conform to the expectations
and requirements of the authorities of U.S. or any other jurisdictions. Our business and reputation
could be adversely affected if the authorities of U.S., the EU, the U.K., the UN, Australia or any
other jurisdictions were to determine that any of our future activities constitutes a violation of the
sanctions they impose or provides a basis for a sanctions designation of us.
RISKS RELATING TO DOING BUSINESS IN JURISDICTIONS WHERE WE OPERATE
There might be difficulties in effecting service of legal process and enforcing foreign
judgments against us and our Directors and senior 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 be difficult for the investors to directly effect service of
process upon us or most of our Directors and senior management in the PRC.
On July 14, 2006, the Supreme People’s Court of the PRC and the government of the Hong
Kong Special Administrative Region entered into the Arrangement on Reciprocal Recognition and
Enforcement of Judgments in Civil and Commercial Matters by Courts of the Mainland and the
Hong Kong Special Administration Region Pursuant to Choice of Court Agreements between
Parties Concerned (ࣩ
τર) (the “ Arrangement ”). Under the Arrangement, where any designated PRC court
or any designated Hong Kong court has made an enforceable final judgment requiring payment of
money in a civil or commercial case pursuant to a choice of court agreement in writing, any party
concerned may apply to the relevant PRC court or Hong Kong court for recognition and
enforcement of the judgment. A judgment rendered by a Hong Kong court may not be enforced in
Chinese Mainland if the parties in dispute have not agreed to enter into a choice of court agreement
in writing.
On January 18, 2019, the Supreme People’s Court and the government of the Hong Kong
Special Administrative Region entered into the Arrangement on Reciprocal Recognition and
Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of
the Hong Kong Special Administrative Region (ʝႩ̙ձੂБ
τર) (the “ New Arrangement ”), which seeks to establish a mechanism with
further clarification on and certainty for reciprocal recognition and enforcement of judgments in a
wider range of civil and commercial matters between Chinese Mainland and Hong Kong. The New
Arrangement does not include the requirements for a choice of court agreement in writing by the
parties. The New Arrangement came into effect on January 29, 2024 and superseded the
Arrangement. After the New Arrangement became effective, a judgment rendered by a Hong Kong
court can generally be recognized and enforced in the PRC even if the parties in the dispute do not
enter into a choice of court agreement in writing. However, we cannot guarantee that all judgments
made by Hong Kong courts will be recognized and enforced in the PRC, as whether a specific
judgment will be recognized and enforced is still subject to a case-by-case examination by the
relevant court in accordance with the New Arrangement.
We may face risks from transferring our scientific data.
On March 17, 2018, the General Office of the State Council promulgated the Measures for the
Management of Scientific Data () (the “ Scientific Data Measures ”), which
provides a broad definition of scientific data and relevant rules for the management of scientific
data. According to the Scientific Data Measures, enterprises in China must seek governmental
approval before any scientific data involving a state secret may be transferred abroad or to foreign
parties. Further, any researcher conducting research funded at least in part by the Chinese
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government is required to submit relevant scientific data for management by the entity to which
such researcher is affiliated before such data may be published in any foreign academic journal.
Given the term state secret is not clearly defined, if and to the extent our R&D of drug candidates
will be subject to the Scientific Data Measures and any subsequent laws as required by the relevant
government authorities, we cannot assure you that we can always obtain relevant approvals for
sending scientific data (such as the results of our preclinical studies or clinical trials conducted
within China) abroad or to our foreign partners in China. If we are unable to obtain necessary
approvals in a timely manner, or at all, our R&D of drug candidates may be hindered, which may
materially and adversely affect our business, financial condition, results of operations and
prospects. In addition, according to the Administration of Human Genetic Resources ( ɛᗳ፲ෂ
༟๕၍ଣૢԷ) promulgated in May 2019, which has been latest amended in March 2024 and
effective in May 2024, and the PRC Biosecurity Law ()
promulgated in October 2020 and latest amended in April 2024, 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.
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, including the payment of dividends, 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.
Under the current PRC tax laws and regulations, non-PRC resident individuals and non-PRC
resident enterprises are subject to different tax obligations with respect to the dividends paid to
them by us and the gains realized upon the sale or other disposition of H Shares. 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 (ࡈ׵
) (Cai Shui Zi [1994] No. 020) issued by the MOF and SA T on May
13, 1994, 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. In addition,
under the IIT Law and its implementation regulations, non-PRC resident individual holders of H
shares are subject to individual income tax at a rate of 20% on gains realized upon the sale or other
disposition of H shares. However, pursuant to the Circular of Declaring that Individual Income Tax
Continues to be Exempted over Income of Individuals from the Transfer of Shares (ɛᔷ
) (Cai Shui Zi [1998] No. 61) issued by the MOF and
the SA T on March 30, 1998, from January 1, 1997, the income of individuals from the transfer of
the shares of listed enterprises continues to be exempted from individual income tax.
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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.
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) issued by SA T on November 6, 2008, 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 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.
RISKS RELATING TO THE GLOBAL OFFERING
The characteristics of the A share and H share markets may differ.
Our A Shares are currently listed and traded on the Shanghai Stock Exchange STAR Market.
Following the Global Offering, our A Shares will continue to be traded on the Shanghai Stock
Exchange STAR Market and our H Shares will be traded on the Hong Kong Stock Exchange.
Without regulatory approval, our A Shares and H Shares are neither convertible into nor fungible
with each other. The A share and H share markets have different characteristics, including different
trading volumes and liquidity and different investor bases. As a result of these differences, the
trading price of our A Shares and H Shares may not be the same. Fluctuations in the price of our
A Shares may adversely affect the price of our H Shares, and vice versa. Due to the different
characteristics of the A share and the H share markets, the historical prices of our A shares may not
be indicative of the performance of our H Shares. Y ou should not rely on the prior trading history
of our A Shares when evaluating an investment in our H Shares.
We will be concurrently subject to Hong Kong and PRC listing and regulatory requirements.
As we are listed on the Shanghai Stock Exchange STAR Market and will be listed on the Hong
Kong Stock Exchange, we will be required to comply with the listing rules (where applicable) and
other regulatory regimes of both jurisdictions, unless otherwise agreed by the relevant regulators.
Accordingly, we may incur additional costs and resources in complying with the requirements of
both jurisdictions.
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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 Global Offering. The initial Offer Price for our H Shares to the public
will be the result of negotiations between us and the Overall Coordinators (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. 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 and 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, the PRC or elsewhere
in the world.
Our Controlling Shareholders have substantial influence over our Company and its interests
may not be aligned with the interests of our other Shareholders.
Immediately upon the completion of the Global Offering, our Controlling Shareholders will
collectively control approximately 37.91% of the voting power at our general meetings. Our
Controlling Shareholders 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 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 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 Controlling Shareholders may differ from the interests of our other
Shareholders. We cannot assure you that our Controlling Shareholders 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. For additional
information about our relationship with our Controlling Shareholders, see “Relationship with Our
Controlling Shareholders” in this Prospectus.
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Future sales or perceived sales of significant amounts 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.
Y ou will incur immediate and significant dilution and may experience further dilution if we
issue additional Shares or equity securities in the future.
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 the employee
incentive platforms, which would further dilute Shareholders’ interests in our Company.
Payment of dividends is subject to restrictions under the PRC law and there is no assurance
whether and when we will pay dividends.
Under PRC law and the constitutional documents of us 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, we and our PRC operating subsidiaries may not be able
to pay a dividend in a given year if we or our PRC operating subsidiaries do not have distributable
profits as determined under PRC GAAP even if they have profits as determined under HKFRSs.
During the Track Record Period, no dividend had been paid or declared by us. 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 condition, 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.
Certain facts, forecasts and statistics in this Prospectus relating to the biopharmaceutical
industry are derived from official government publications and may not be fully reliable.
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. In particular, we have extracted and disclosed in this Prospectus
certain statistics, information and data from official government publications. We have taken
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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 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, 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 published information 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 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 exemption 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 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 Mr. HU
Huiguo (ึ਷) and Ms. LEUNG Kwan Wai ( ૑ёᅆ)( “ Ms. LEUNG ”) (the
“Authorized Representatives ”). Ms. LEUNG 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 on 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
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,
e-mail address and, where available, fax number 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;
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(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 within a reasonable
time, when required;
(e) pursuant to Rule 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 have
been provided to the Stock Exchange;
(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; and
(h) our Company has designated one of our staff members as the communication officer at
our headquarters after the Listing who will be responsible for maintaining day-to-day
communication with the Authorized Representatives and our Company’s professional
advisers in Hong Kong, including our legal advisers in Hong Kong and the Compliance
Adviser, to keep abreast of any correspondences and/or enquiries from the Stock
Exchange and report to our executive Directors to further facilitate communication
between the Stock Exchange and our Company.
W AIVER IN RESPECT OF JOINT COMPANY SECRETARIES
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).
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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; (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 Ms. W ANG Hefei (࠭“() Ms. W ANG ”) and
Ms. LEUNG Kwan Wai ( ૑ёᅆ) as our joint company secretaries. See “Directors and Senior
Management — Joint Company Secretaries” for their biographical details.
Ms. W ANG has extensive experience in areas of securities matters and corporate governance.
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 Ms. W ANG, who
is our securities representative as well as the head of our securities department and has day-to-day
knowledge of the Company’s affairs. Ms. W ANG 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, Ms. W ANG 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 Ms. LEUNG, who is an associate member of The Hong Kong
Chartered Governance Institute and 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
Ms. W ANG for an initial period of three years from the Listing Date to enable Ms. W ANG 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 Ms. W ANG 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 Ms. LEUNG, as a joint company secretary of our Company, will work closely
with Ms. W ANG to jointly discharge the duties and responsibilities as company secretaries and
assist Ms. W ANG in acquiring the relevant experience as required under Rules 3.28 and 8.17 of the
Listing Rules. Ms. LEUNG will also assist Ms. W ANG 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. Ms. LEUNG is expected to work closely with Ms.
W ANG and will maintain regular contact with Ms. W ANG, the Directors and the senior
management of our Company. In addition, Ms. W ANG will comply with the annual professional
training requirement under Rule 3.29 of the Listing Rules and will enhance her knowledge of the
Listing Rules during the three-year period from the Listing. Ms. W ANG 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 Ms. LEUNG ceases to provide assistance to Ms. W ANG 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 Ms.
W ANG 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 must demonstrate and seek the Stock Exchange’s confirmation that Ms. W ANG, having
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benefited from the assistance of Ms. LEUNG 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.
EXEMPTION FROM COMPLIANCE WITH SECTION 342(1)(b) OF THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE IN RELATION TO
PARAGRAPH 27 OF PART I AND PARAGRAPH 31 OF PART II OF THE THIRD
SCHEDULE TO THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS)
ORDINANCE
Section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
requires all prospectuses to include matters specified in Part I of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (the “ Third Schedule ”), and set
out the reports specified in Part II of the Third Schedule.
Paragraph 27 of Part I of the Third Schedule requires a company to include in its prospectus
a statement as to the gross trading income or sales turnover (as the case may be) of the company
during each of the three financial years immediately preceding the issue of the prospectus, including
an explanation of the method used for the computation of such income or turnover and a reasonable
breakdown between the more important trading activities.
Paragraph 31 of Part II of the Third Schedule further requires a company to include in its
prospectus a report by the auditors of the company with respect to (i) the profits and losses of the
company for each of the three financial years immediately preceding the issue of the prospectus and
(ii) the assets and liabilities of the company of each of the three financial years immediately
preceding the issue of the prospectus.
Section 342A(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
provides that the SFC may issue, subject to such conditions (if any) as the SFC thinks fit, a
certificate of exemption from the 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
would otherwise be unnecessary or inappropriate.
Rule 4.04(1) of the Listing Rules requires that the consolidated results of the issuer and its
subsidiaries in respect of each of the three financial years immediately preceding the issue of the
listing document or such shorter period as may be acceptable to the Stock Exchange be included in
the accountants’ report to the prospectus.
Our Company is a Biotech Company as defined under Chapter 18A of the Listing Rules and
is seeking a listing under Chapter 18A of the Listing Rules. Rule 18A.03(3) of the Listing Rules
requires that a Biotech Company must have been in operation in its current line of business for at
least two financial years prior to listing under substantially the same management. Rule 18A.06 of
the Listing Rules requires that a Biotech Company must comply with Rule 4.04 of the Listing Rules
modified so that references to “three financial years” or “three years” in Rule 4.04 of the Listing
Rules shall instead be references to “two financial years” or “two years,” as the case may be.
Further, pursuant to Rule 8.06 of the Listing Rules, the latest financial period reported on by the
reporting accountants for a new applicant must not have ended more than six months from the date
of the listing document.
In compliance with the abovementioned requirements under the Listing Rules, the
Accountants’ Report set out in Appendix I to this Prospectus is currently prepared to cover the years
ended December 31, 2024 and 2025. As such, we have applied to the SFC for a certificate of
exemption from strict compliance with section 342(1)(b) of the Companies (Winding Up and
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Miscellaneous Provisions) Ordinance in relation to the requirements of paragraph 27 of Part I and
paragraph 31 of Part II of the Third Schedule regarding the inclusion of the Accountants’ Report
covering the full three financial years immediately preceding the issue of this Prospectus on the
following grounds:
(a) our Company is primarily engaged in R&D, application and commercialization of biotech
products, and falls within the scope of Biotech Company as defined under Chapter 18A of the
Listing Rules. Our Company will fulfill the additional conditions for listing required under
Chapter 18A of the Listing Rules;
(b) the Accountants’ Report for the two 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) given that our Company is only required to disclose its financial results for each of the two
financial years ended December 31, 2024 and 2025 under Chapter 18A of the Listing Rules,
strict compliance with section 342(1)(b) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance in relation to the requirements of paragraph 27 of Part I and paragraph
31 of Part II of the Third Schedule would be unnecessary and/or irrelevant in the circumstance
of the Company. For the year ended December 31, 2023, the substantial majority of the
Company’s revenue was derived from out-licensing revenue unrelated to our Core Product,
which was not the key business of the Company;
(d) notwithstanding that the financial results set out in the Prospectus are only for the two
financial years ended December 31, 2024 and 2025 in accordance with Chapter 18A of the
Listing Rules, other information required to be disclosed under the Listing Rules and the
Companies (Winding Up and Miscellaneous Provisions) Ordinance has been adequately
disclosed in this Prospectus pursuant to the relevant requirements; and
(e) the Accountants’ Report covering the two financial years ended December 31, 2024 and 2025
(as set out in Appendix I), together with other disclosures in the Prospectus, have already
provided adequate and reasonable up-to-date information in the circumstances for the
potential investors to make an informed assessment of the business, assets and liabilities,
financial position, management and prospects and to form a view on the track record of our
Company. Therefore, the exemption would not prejudice the interest of the investing public.
The SFC has granted us a certificate of exemption under section 342A of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance exempting our Company from strict
compliance with section 342(1)(b) in relation to paragraph 27 of Part I and paragraph 31 of Part II
of the Third Schedule on the conditions that particulars of the exemption are set out in this
Prospectus and that this Prospectus will be issued on or before Monday, April 20, 2026.
ALLOCATION OF H SHARES TO EXISTING MINORITY SHAREHOLDERS AND THEIR
CLOSE ASSOCIATES
Rule 10.04 of the Listing Rules requires that a person who is an existing shareholder of a
listing applicant may only subscribe for or purchase any securities for which listing is sought that
are being marketed by or on behalf of a listing applicant either in his/her/its own name or through
nominees if the conditions in Rule 10.03 of the Listing Rules are fulfilled, namely that (i) no
securities are to be offered to the existing shareholders on a preferential basis and no preferential
treatment is given to them in the allocation of the securities; and (ii) the minimum prescribed
percentage of public shareholders required by Rule 8.08(1) of the Listing Rules is achieved.
Paragraph 1C(2) of Appendix F1 to the Listing Rules states that, without the prior written consent
of the Stock Exchange, no allocations will be permitted to be made to directors or existing
shareholders of a listing applicant or their close associates, unless the conditions set out in Rules
10.03 and 10.04 are fulfilled.
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Chapter 4.15 of the Guide for New Listing Applicants provides that the Stock Exchange will
consider granting a waiver from Rule 10.04 of the Listing Rules and a consent, pursuant to
paragraph 1C(2) of Appendix F1 to the Listing Rules, to allow a listing applicant’s existing
shareholders or their close associates to participate in its initial public offering if any actual or
perceived preferential treatment arising from their ability to influence the listing applicant during
the allocation process can be addressed.
Prior to the Listing, our share capital comprises entirely A Shares listed on the Shanghai Stock
Exchange STAR Market. As a company listed on the Shanghai Stock Exchange STAR Market with
its A Shares publicly traded thereon and with a large public A Shares shareholder base, it would be
unduly burdensome for us to seek the prior consent of the Stock Exchange for each of our minority
existing Shareholders or their close associates who subscribe for the H Shares in the Global
Offering.
We have applied for, and the Stock Exchange has granted, a waiver from strict compliance
with Rule 10.04 of, and a consent under paragraph 1C(2) of Appendix F1 to the Listing Rules to
permit H Shares in the International Offering to be placed to certain existing minority Shareholders
who (i) hold less than 5% of the voting rights in our Company prior to the completion of the Global
Offering and (ii) are not and will not become (upon the completion of the Global Offering) core
connected persons of our Company or the close associates of any such core connected person
(together, the “ Permitted Existing Shareholder ”), on the following conditions: (a) each Permitted
Existing Shareholder to whom our Company may allocate the H Shares under the International
Offering holds less than 5% of the voting rights in our Company prior to the completion of the
Global Offering; (b) each Permitted Existing Shareholder is not, and will not be, a core connected
person of our Company or any close associate of any such core connected person immediately prior
to or following the Global Offering; (c) none of the Permitted Existing Shareholders has the power
to appoint any Directors nor have any other special rights in our Company; (d) allocation to the
Permitted Existing Shareholders and their close associates will not affect our Company’s ability to
satisfy the public float requirement as prescribed under the requirements of Rule 8.08(1)(b) of the
Listing Rules; (e) to the best knowledge and belief of our Company and the Joint Sponsors, and
based on discussions between our Company and the Overall Coordinators and confirmations
required to be submitted to the Stock Exchange by the Joint Sponsors, we will confirm to the Stock
Exchange that: a. in case of participation as cornerstone investors, no preferential treatment has
been, nor will be, given to the Permitted Existing Shareholders and/or their close associates by
virtue of their relationship with our Company, other than the preferential treatment of assured
entitlement under a cornerstone investment following the principles set out in Chapter 4.15 of the
Guide for New Listing Applicants, and the Permitted Existing Shareholders’ cornerstone investment
agreements do not contain any material terms which are more favorable to the Permitted Existing
Shareholders than those in other cornerstone investment agreements; or b. in case of participation
as placees, no preferential treatment will be given to the Permitted Existing Shareholders and/or
their close associates in the allocation process by virtue of their relationship with our Company; (f)
in the case of participation as placees, the Overall Coordinators will confirm to the Stock Exchange
that, to the best of their knowledge and belief, no preferential treatment has been, nor will be, given
to any of the Permitted Existing Shareholders or their close associates by virtue of their relationship
with our Company in any allocation in the International Offering; and (g) the Joint Sponsors will
confirm to the Stock Exchange that based on (a) their discussions with our Company and the Overall
Coordinators; and (b) the confirmations provided to the Stock Exchange by our Company and the
Overall Coordinators, and to the best of their knowledge and belief, they have no reason to believe
that the Permitted Existing Shareholders and/or their close associates received any preferential
treatment in the allocation process either as cornerstone investors or as placees by virtue of their
relationship with our Company, other than, in the case of participation as cornerstone investors, the
preferential treatment of assured entitlement under a cornerstone investment following the
principles set out in Chapter 4.15 of the Guide for New Listing Applicants, and details of allocation
to the Permitted Existing Shareholders and/or their close associates will be disclosed in this
Prospectus (for cornerstone investors) and allotment results announcement (for both cornerstone
investors and placees) of our Company.
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CORNERSTONE SUBSCRIPTION BY A CORE CONNECTED PERSON DURING THE
LISTING APPLICATION PROCESS
Rules 2.03(2) and (4) of the Listing Rules require the issue and marketing of securities to be
conducted in a fair and orderly manner, and that all holders of listed securities are treated fairly and
equally.
Rule 9.09(b) of the Listing Rules, provides, inter alia , that there must be no dealing in the
securities for which listing is sought by any core connected person of the issuer (except as permitted
by Rule 7.11 of the Listing Rules), in the case of a new applicant, from four clear business days
before the expected hearing date until listing is granted.
Under Rule 10.03 of the Listing Rules, directors of the issuer and their close associate 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, whether in their own names or through nominees if the following
conditions are met: (1) that no securities are offered to them on a preferential basis and no
preferential treatment is given to them in the allocation of the securities; and (2) that the minimum
prescribed percentage of public shareholders required by Rule 8.08(1) of the Listing Rules is
achieved.
Paragraph 1C(2) of Appendix F to the Listing Rules provides, inter alia, that without the prior
written consent of the Stock Exchange, no allocations will be permitted to directors or existing
shareholders of the applicant or their close associates, whether in their own names or through
nominees, unless any actual or perceived preferential treatment arising from their ability to
influence the applicant during the allocation process can be addressed.
Chapter 2.3 of the Guide for New Listing Applicant provides that: a. an existing shareholder
and/or its close associates are allowed to participate in the initial public offering of a Biotech
Company (as defined under Chapter 18A of the Listing Rules) provided that the applicant complies
with Rules 8.08(1)/19A.13A and 8.08A/19A.13C of the Listing Rules in relation to shares held by
the public and free float requirement; b. an existing shareholder holding less than 10% of shares in
a Biotech Company may subscribe for shares in the proposed Listing as either a cornerstone
investor or as a placee; c. an existing shareholder holding 10% or more of shares in a Biotech
Company may subscribe for shares in the Proposed Listing as a cornerstone investor; and d. where
allocations will be made to core connected persons, the Biotech Company must apply for, and the
Stock Exchange will ordinarily grant, a related Rule 9.09(b) waiver, if applicable.
Our Company has applied for a waiver from strict compliance with the requirements under
Rules 9.09(b) and Rule 10.03 of the Listing Rules, and a written consent under paragraph 1C(2) of
Appendix F to the Listing Rules, to allow Charm Harvest International Limited (the “ CHIL ”), a
wholly-owned limited liability company of our Controlling Shareholder and executive Director, Mr.
Tang, to participate as a cornerstone investor in the Global Offering to subscribe for the H Shares
to be issued by the Company under the International Offering (the “ Proposed Cornerstone
Investment ”). CHIL is a close associate of Mr. Tang and a core connected person of the Company.
The Stock Exchange has granted the requested waiver and consent subject to the conditions
that: a. we will comply with (i) the public float requirement under Rule 19A.13A(2) of the Listing
Rules and (ii) the free float requirement under Rule 19A.13C(2) of the Listing Rules; b. the Offer
Shares to be subscribed by and allocated to CHIL under the Global Offering will be at the same
Offer Price and the terms of the Proposed Cornerstone Investment will be on substantially the same,
or no more favourable, terms as other cornerstone investors; c. no preferential treatment has been,
nor will be, given to CHIL by virtue of its relationship with Mr. Tang, a Controlling Shareholder
and an executive Director of the Company, in any allocation in the placing tranche other than the
preferential treatment of assured entitlement under the Proposed Cornerstone Investment which
follows the principles set out in Chapters 2.3 and 4.15 of the Guide for New Listing Applicant, that
the cornerstone investment agreement of CHIL does not contain any material terms which are more
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favorable to them than those in other cornerstone investment agreements; d. the H Shares to be
subscribed by CHIL will be subject to a lock-up period of six months following the Listing Date,
to which the other cornerstone investors of the Company will also be subject to; e. Mr. Tang shall
abstain from voting in relation to resolutions concerning pricing of the Offer Shares, and also
concerning CHIL, including the approval of and proposed allocation of the Proposed Cornerstone
Investment; f. CHIL will pay and settle the Proposed Cornerstone Investment in full before the
Listing; and g. details of the subscription of the Offer Shares by CHIL as a cornerstone investor
under the Global Offering is disclosed in this prospectus and the details of the allocation will be
disclosed in the allotment results announcement of our Company.
CONSENT IN RESPECT OF ALLOCATION OF OFFER SHARES TO A CONNECTED
CLIENT
Paragraph 1C(1) of Appendix F1 to the Listing Rules provides that no allocations will be
permitted to “connected clients” of the overall coordinator(s), any syndicate member(s) (other than
the overall coordinator(s)) or any distributor(s) (other than syndicate member(s)) (collectively, the
“Distributors ”, and each a “ Distributor ”), without the prior written consent of the Stock
Exchange.
Paragraph 1B(7) of the Appendix F1 to the Listing Rules states that “connected client” in
relation to an exchange participant means any client which is a member of the same group of
companies as such exchange participant.
As disclosed in the section headed “Cornerstone Investor” in this Prospectus, For the purpose
of the Cornerstone Placing (as defined below), Splendid Zhonghe Investment has engaged GF
Securities Asset Management (Guangdong) Co., Ltd (“ GF Securities AM ”), an asset manager that
is qualified domestic institutional investor as approved by the relevant PRC authority, in the name
of CIB-GFAM CHINA HK STOCKS MULTISTRA TEGY AMA NO. 7, to subscribe for and hold
such Offer Shares on a non-discretionary basis on behalf of Splendid Zhonghe Investment. GF
Securities AM is a member of the same group of GF Securities (Hong Kong) Brokerage Limited,
a Distributor in connection with the Global Offering. As a result, GF Securities AM is a connected
client of GF Securities (Hong Kong) Brokerage Limited for the purpose of paragraph 1B(7) of
Appendix F1 to the Listing Rules.
For further information about Splendid Zhonghe Investment, please refer to the section headed
“Cornerstone Investors — The Cornerstone Investors — Zhonghe Capital” in this Prospectus.
We have applied for, and the Stock Exchange has granted, a consent under paragraph 1C(1)
of Appendix F1 to the Listing Rules to permit GF Securities AM to participate in the Global
Offering subject to the following conditions:
(a) any Offer Shares to be allocated to GF Securities AM will be held on non-discretionary
basis and on behalf of independent third parties;
(b) the cornerstone investment agreement does not contain any material terms which are
more favourable to GF Securities AM than those in other cornerstone investment
agreements;
(c) no preferential treatment has been, nor will be, given to GF Securities AM by virtue of
its relationship with GF Securities (Hong Kong) Brokerage Limited in any allocation of
Offer Shares in the International Offering other than the assured entitlement under the
relevant cornerstone investment agreement;
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(d) GF Securities AM confirms that to the best of its knowledge and belief, it has not
received and will not receive preferential treatment in the allocation of Offer Shares in
the Global Offering by virtue of its relationship with GF Securities (Hong Kong)
Brokerage Limited other than the assured entitlement under the relevant cornerstone
investment agreement;
(e) each of the Company, the Overall Coordinators, GF Securities AM and GF Securities
(Hong Kong) Brokerage Limited has provided the Stock Exchange with written
confirmations in accordance with Chapter 4.15 of the Guide; and
(f) details of the cornerstone investment and details of the allocation will be disclosed in
this Prospectus and the allotment results announcement.
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DIRECTORS’ RESPONSIBILITY STATEMENT
This Prospectus, for which the Directors (including any proposed Director who is named as
such in this Prospectus) collectively and individually accept full responsibility, includes particulars
given in compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance,
the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong)
and the Listing Rules for the purpose of giving information with regard to us. The Directors, having
made all reasonable enquiries, confirm that to the best of their knowledge and belief the information
contained in this Prospectus is accurate and complete in all material respects and not misleading or
deceptive, and there are no other matters the omission of which would make any statement herein
or this Prospectus misleading.
CSRC FILING
The Company has completed the PRC filing procedures with the CSRC for the listing of the
H Shares on the Hong Kong Stock Exchange.
UNDERWRITING AND INFORMATION ON THE GLOBAL OFFERING
This Prospectus is published solely in connection with the Hong Kong Public Offering. For
applications under the Hong Kong Public Offering, this Prospectus contains the terms and
conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong
Public Offering of 4,713,200 H Shares initially offered and the International Offering of 42,417,000
H Shares initially offered (subject, in each case, to reallocation on the basis under the section
headed “Structure of the Global Offering” in this Prospectus).
The listing of our H 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, with one of the conditions
being that the Offer Price is agreed between the Overall Coordinators (for themselves and on behalf
of the Hong Kong Underwriters) and us. The International Offering is managed by the Joint
Bookrunners. The International Underwriting Agreement is expected to be entered into on or about
the Price Determination Date, subject to determination of the pricing of the H Shares and agreement
on the Offer Price between the Overall Coordinators (for themselves and on behalf of the
Underwriters) and us. For details of the Underwriters and the underwriting arrangements, see
“Underwriting” in this Prospectus.
The H Shares are offered solely on the basis of the information contained and representations
made in this Prospectus and on the terms and subject to the conditions set out herein and therein.
No person is authorized to give any information in connection with the Global Offering or to make
any representation not contained in this Prospectus, and any information or representation not
contained herein must not be relied upon as having been authorized by our Company, the Joint
Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the
Underwriters, any of their respective directors, agents, employees or advisers or any other party
involved in the Global Offering. Neither the delivery of this Prospectus nor any subscription or
acquisition made under it shall, under any circumstances, create any implication that there has been
no change in our affairs since the date of this Prospectus or that the information in this Prospectus
is correct as at any subsequent time.
For details of the structure of the Global Offering, including its conditions, see “Structure of
the Global Offering” in this Prospectus. For the procedures for applying for our H Shares, see “How
to Apply for Hong Kong Offer Shares” in this Prospectus.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DETERMINATION OF THE OFFER PRICE
The H Shares are being offered at the Offer Price which will be determined by the Overall
Coordinators (for themselves and on behalf of the Underwriters) and us on or around Friday, April
24, 2026 or such later date as may be agreed upon between the Overall Coordinators (for themselves
and on behalf of the Underwriters) and us, and in any event no later than 12:00 noon on Friday,
April 24, 2026. If the Overall Coordinators (for themselves and on behalf of the Underwriters) and
our Company are unable to reach an agreement on the Offer Price on such date, the Global Offering
will not proceed.
INFORMATION ABOUT THIS PROSPECTUS
Y ou should rely only on the information contained in this Prospectus to make your investment
decision. We have not authorized anyone to provide you with information that is different from what
is contained in this Prospectus. Any information or representation not made in this Prospectus must
not be relied on by you as having been authorized by us, the Overall Coordinators, the Joint
Sponsors, any of the Underwriters, any of our or their respective directors, officers or
representatives or any other person involved in the Global Offering. Neither the delivery of this
Prospectus nor any offering, sale or delivery made in connection with the H Shares should, under
any circumstances, constitute a representation that there has been no change or development
reasonably likely to involve a change in our affairs since the date of this Prospectus or imply that
the information contained in this Prospectus is correct as of any date subsequent to the date of this
Prospectus.
This Prospectus is published solely in connection with the Hong Kong Public Offering, which
forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this
Prospectus sets out the terms and conditions of the Hong Kong Public Offering.
RESTRICTIONS ON OFFER AND SALE OF THE H SHARES
Each person acquiring the H Shares under the Hong Kong Public Offering will be required to,
or be deemed by his acquisition of the H Shares to, confirm that he is aware of the restrictions on
offers of the H Shares described in this Prospectus. No action has been taken to permit a public
offering of the H Shares or the general distribution of this Prospectus in any jurisdiction other than
in Hong Kong. Accordingly, this Prospectus may not be used for the purposes of, and does not
constitute, an offer or invitation in any jurisdiction or in any circumstances in which such an offer
or invitation is not authorized or to any person to whom it is unlawful to make such an offer or
invitation. The distribution of this Prospectus and the offering of the Offer Shares in other
jurisdictions are subject to restrictions and may not be made except as permitted under the
applicable securities laws of such jurisdictions and pursuant to registration with or authorization by
the relevant securities regulatory authorities or an exemption therefrom.
COMMENCEMENT OF DEALING IN THE H SHARES
Dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence at 9:00
a.m. on Tuesday, April 28, 2026. The Shares will be traded in board lots of 200 Shares each. The
stock code of the H Shares will be 2493.
APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE
We have applied to the Listing Committee for the listing of, and permission to deal in, the H
Shares to be issued pursuant to the Global Offering.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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Under section 44B(l) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, if the permission for the H Shares to be listed on the Hong Kong Stock Exchange
pursuant to this Prospectus has been refused before the expiration of three weeks from the date of
the closing of the Global Offering or such longer period not exceeding six weeks as may, within the
said three weeks, be notified to us by or on behalf of the Hong Kong Stock Exchange, then any
allotment made on an application in pursuance of this Prospectus shall, whenever made, be void.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the H Shares on the Hong
Kong Stock Exchange and compliance with the stock admission requirements of HKSCC, the H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the Listing Date or on any other date as determined by HKSCC. Settlement
of transactions between participants of the Hong Kong Stock Exchange is required to take place in
CCASS on the second business day after any trading day. All activities under CCASS are subject
to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made for the H Shares to be admitted into CCASS. Investors
should seek the advice of their stockbroker or other professional adviser for details of those
settlement arrangements and how such arrangements will affect their rights and interests.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for Hong Kong Offer Shares are set out in the section headed
“How to Apply for Hong Kong Offer Shares.”
H SHARE REGISTER OF MEMBERS AND STAMP DUTY
All of the Offer Shares will be registered on the H Share register of members of the Company
maintained by our H Share Registrar, Tricor Investor Services Limited, in Hong Kong. Our register
of members will also be maintained by us at our legal address in China.
Dealings in the H Shares registered on the H Share register of members of the Company in
Hong Kong will be subject to Hong Kong stamp duty. Unless determined otherwise by the
Company, dividends payable in respect of our H Shares will be paid to the Shareholders listed on
the H Share register of members of our Company in Hong Kong, by ordinary post, at the
Shareholders’ risk, to the registered address of each Shareholder of the Company.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisers if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding or disposing of, or dealing in, the H Shares or
exercising any rights attaching to the H Shares. We emphasize that none of our Company, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Sponsors, the
Underwriters, the Capital Market Intermediaries, any of our or their respective directors, officers or
representatives or any other person involved in the Global Offering accepts responsibility for any
tax effects or liabilities resulting from your subscription, purchase, holding or disposing of, or
dealing in, the H Shares or your exercise of any rights attaching to the H Shares.
EXCHANGE RATE CONVERSION
Unless otherwise specified, this Prospectus contains certain translations for the convenience
purposes at the following rates: US$1.00: HK$7.83355; RMB0.87641: HK$1.00; US$1.00:
RMB6.86540. No estimation is made that any amounts in HK$, RMB and US$ can be or could have
been converted at the relevant dates at the above rates or any other rates at all.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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LANGUAGE
If there is any inconsistency between this Prospectus and the Chinese translation of this
Prospectus, this Prospectus shall prevail unless otherwise stated. However, the translated English
names of the PRC and foreign national, entities, departments, facilities, certificates, titles, laws,
regulations (including certain of our subsidiaries) and the like included in this Prospectus and for
which no official English translation exists are unofficial translations for your reference only. If
there is any inconsistency, the names in their original languages shall prevail.
ROUNDING
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.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Mr. TANG Chunshan (ʆ) Villa A21, Dongjiao State Guest Hotel
1800 Jinke Road
Pudong New Area, Shanghai, China
Chinese
Dr. LIU Datao ( ᄎɽᏹ) Room 2501, No. 321 Tianyaoqiao Road
Xuhui District, Shanghai, China
Chinese
Dr. WU Hai (ऎ) 2281 Byron Street
Palo Alto, California, USA
American
Mr. HU Huiguo (ึ਷) Room 501, No. 11, Lane 7, Ziwei Road
Zhangjiang Town
Pudong New Area, Shanghai, China
Chinese
Dr. GUI Xun (௸) Room 1304, No. 9
Lane 78, Duqiao Road
Pudong New Area, Shanghai, China
Chinese
Non-executive Director
Mr. WU Y ufeng (ࢤRoom 2303, Building 6, Guoxing Garden
No. 20 Shouti South Road
Haidian District, Beijing, China
Chinese
Independent non-executive Directors
Mr. QIN Zhengyu ( ॢ͍Я) Room 1001, No. 28
Lane 675, Gumei Road
Minhang District, Shanghai, China
Chinese
Dr. XU Qing (ڡRoom 301, No. 22
Lane 388, Zhenghe Road
Y angpu District, Shanghai, China
Chinese
Dr. ZHAO Qian (࠺2-802, No. 1999 Xinzha Road
Jing An District, Shanghai, China
Chinese
Ms. W ANG Fang (ٹFlat B, 6/F, Tower 9
1 Ying Hong Street, The Visionary
Tung Chung, Lantau
New Territories, 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 CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Haitong International Capital Limited
Suites 3001-3006 and 3015-3016
One International Finance Centre
No. 1 Harbour View Street
Central, Hong Kong
Sponsor-Overall Coordinators,
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
Haitong International Securities Company
Limited
28/F, 30/F Suites 3001-3010 and 3015-3016
One International Finance Centre
No. 1 Harbour View Street
Central, Hong Kong
Overall Coordinators, Joint Global
Coordinators, Joint Bookrunners, Joint
Lead Managers and Capital Market
Intermediaries
China Industrial Securities International
Capital Limited
32/F, Infinitus Plaza
199 Des V oeux Road Central
Hong Kong
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central, Hong Kong
Joint Global Coordinators, Joint
Bookrunners, Joint Lead Managers,
Capital Market Intermediaries
CCB International Capital Limited
12/F CCB Tower
3 Connaught Road Central
Central, Hong Kong
Guosen Securities (HK) Brokerage
Company, Limited
Suites 3207-3212 on Level 32
One Pacific Place
88 Queensway
Hong Kong
Futu Securities International (Hong Kong)
Limited
34/F, United Centre
No. 95 Queensway
Admiralty, Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Joint Global Coordinator, Joint Bookrunner,
Capital Market Intermediary
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
Joint Lead Managers, Capital Market
Intermediaries
ABCI Securities Company Limited
13/F Fairmont House
8 Cotton Tree Drive
Central, Hong Kong
Bowlea Securities Limited
Suite 1704, 17/F, The L.Plaza
367-375 Queen’s Road Central
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:
Jingtian & Gongcheng
34/F, Tower 3, China Central Place
77 Jianguo Road
Chaoyang District, Beijing, China
As to international sanctions laws:
Hogan Lovells
11th Floor, One Pacific Place
88 Queensway
Hong Kong
Legal advisers to the Joint Sponsors and the
Underwriters
As to Hong Kong and United States laws:
Herbert Smith Freehills Kramer
23rd Floor Gloucester Tower
15 Queen’s Road Central
Hong Kong
As to PRC laws:
King & Wood
17th Floor, One ICC, Shanghai ICC
999 Huai Hai Road (M)
Shanghai, China
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Auditors and Reporting Accountants Ernst & Y oung
Certified Public Accountants
Registered Public Interest Entity Auditor
under the Accounting and Financial Reporting
Council Ordinance
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
2504 Wheelock Square
1717 West Nanjing Road
Jing An District, Shanghai, China
Compliance Adviser Somerley Capital Limited
20/F, China Building
29 Queen’s Road Central
Hong Kong
Receiving Banks Bank of China (Hong Kong) Limited
33/F, Bank of China Tower
1 Garden Road
Central
Hong Kong
CMB Wing Lung Bank Limited
15/F, CMB Wing Lung Bank Building
45 Des V oeux Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office, Headquarter and
Principal Place of Business
in the PRC
Room 105, Block 2
No. 230 Cailun Road
China (Shanghai) Pilot Free Trade Zone
Shanghai, China
Principal Place of Business
in Hong Kong
Room 1928, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay, Hong Kong
Company’s Website http://www.mabwell.com
(the information contained on this website
does not form part of this Prospectus)
Joint Company Secretaries Ms. W ANG Hefei (࠭)
Room 105, Block 2
No. 230 Cailun Road
China (Shanghai) Pilot Free Trade Zone
Shanghai, China
Ms. LEUNG Kwan Wai ( ૑ёᅆ)
(Associate of both The Hong Kong
Chartered Governance Institute
(HKCGI) and The Chartered
Governance Institute (CGI))
Room 1928, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay, Hong Kong
Authorized Representatives Mr. HU Huiguo (ึ਷)
Room 105, Block 2
No. 230 Cailun Road
China (Shanghai) Pilot Free Trade Zone
Shanghai, China
Ms. LEUNG Kwan Wai ( ૑ёᅆ)
Room 1928, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay, Hong Kong
Audit Committee Mr. QIN Zhengyu ( ॢ͍Я) (chairperson)
Dr. ZHAO Qian (࠺)
Dr. XU Qing (ڡ)
Remuneration and Appraisal Committee Dr. ZHAO Qian (࠺)chairperson)
Dr. XU Qing (ڡ)
Dr. LIU Datao ( ᄎɽᏹ)
Nomination Committee Dr. XU Qing (ڡ)chairperson)
Dr. ZHAO Qian (࠺)
Dr. LIU Datao ( ᄎɽᏹ)
CORPORATE INFORMATION
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Strategy Committee Mr. TANG Chunshan (ʆ)
Dr. LIU Datao ( ᄎɽᏹ) (chairperson)
Dr. XU Qing (ڡ)
ESG Committee Dr. LIU Datao ( ᄎɽᏹ) (chairperson)
Mr. HU Huiguo (ึ਷)
Dr. ZHAO Qian (࠺)
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Banker Shanghai Pudong Development Bank
(Shanghai Hongqiao Branch)
1st Floor, Maxdo Shopping Mall
8 Xingyi Road
Changning District, Shanghai, China
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, Frost & Sullivan. The report prepared by Frost &
Sullivan 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 the
information from official government sources is false or misleading or that any fact has been
omitted that would render such information false or misleading. The information from official
government sources has not been independently verified by us, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Underwriters, any of their respective directors, employees, agents or advisers
or any other person or party involved in the Global Offering, and no representation is given
as to its accuracy, fairness and completeness. For discussion of the risks relating to our
industry, see “Risk Factors” in this Prospectus.
GLOBAL AND CHINA’S PHARMACEUTICAL MARKETS
OVERVIEW OF ONCOLOGY DRUG MARKET
Overview
Over the past century, cancer treatments have experienced significant evolution from surgery,
radiotherapy, chemotherapy, immuno-oncology therapies to targeted therapies, such as antibody-
based therapies. Among these advancements, antibody-drug conjugates (“ ADCs ”) has been one of
the fastest-growing treatment modalities in recent years, progressing from a late-line treatment in
selected hematological malignancies to a promising early-line therapeutic modality for broader
solid tumor indications and beyond.
Market Size of Oncology Drugs
There were 21.3 million new cancer cases globally in 2024, which is estimated to reach 25.5
million as of 2032. The lung cancer, breast cancer and colorectal cancer were the top three cancers
by global incidence as of 2024. In China, lung cancer, colorectal cancer and thyroid cancer were the
top three cancers by incidence as of 2024. The global oncology drug market grew from US$143.5
billion in 2019 to US$253.3 billion in 2024 with a CAGR of 12.0%, and is expected to further
increase to US$375.9 billion, and US$548.2 billion in 2028 and 2032 respectively, with the CAGR
of 10.4% from 2024 to 2028, and 9.9% from 2028 to 2032. China’s oncology drug market has also
grown from US$26.4 billion in 2019 to US$35.9 billion in 2024 with a CAGR of 6.3%, and is
expected to further grow rapidly to US$54.3 billion and US$99.2 billion in 2028 and 2032
respectively, with the CAGR of 10.9% from 2024 to 2028, and 16.3% from 2028 to 2032.
Major Oncology Indications
UC
Urothelial carcinoma (“ UC”) is by far the most common type of bladder cancer, accounting
for approximately 90% of all bladder cancers. These cancers start in the urothelial cells that line the
inside of the bladder, ureter and renal calyx. The global incidence of UC increased from 508.2
thousand in 2019 to 572.9 thousand in 2024, and is expected to further increase to 634.2 thousand
in 2028 and 701.0 thousand by 2032 with a CAGR of 2.6% from 2024 to 2028 and 2.5% from 2028
to 2032. In China, the incidence of UC increased from 76.3 thousand in 2019 to 89.0 thousand in
2024, and is expected to further increase to 98.8 thousand in 2028 and reach 108.6 thousand in
2032, with a CAGR of 2.7% from 2024 to 2028 and 2.4% from 2028 to 2032.
INDUSTRY OVERVIEW
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Treatment options for UC mainly depend on the disease stage, and chemotherapy in
combination with immunotherapies such as monoclonal antibodies are commonly adopted. The
number of eligible patients for 1L and 2L UC treatment in China was approximately 23.6 thousand
and 18.3 thousand as of 2024, respectively. In China, two drug combinations have been approved
for the first-line treatment of UC. The first is the combination of pembrolizumab and enfortumab
vedotin, which was approved by the NMPA in January 2025 for locally advanced or metastatic UC.
The second is the combination of nivolumab and platinum-based chemotherapy, approved by the
NMPA in November 2024 for unresectable or metastatic UC. As of the Latest Practicable Date, there
were four biologic drugs approved by the NMPA for the 2L monotherapy treatment of UC, as shown
in the table below.
Drug
Name Company Categories Target Combination Treatment
Lines
NMPA
Approved
Date
Medical
Insurance
Annual
Cost
Toripalimab
ूo
Junshi
Biosciences mAb PD-1 Monotherapy 2L 2018/12/17 B ~σ12,000
Tislelizumab
ϵዣτo BeiGene mAb PD-1 Monotherapy 2L 2019/12/26 B ~σ5,500
Disitamab
vedotin
ฌήҎo
Remegen ADC HER2 Monotherapy 2L 2021/12/31 B ~σ160,000
Enfortumab
vedotin
ూo
Astellas ADC Nectin-4 Monotherapy 2L 2024/8/13 / ~σ430,000
Source: NMP A, Frost & Sullivan Analysis
China Urothelial Cancer Drug Market, 2019-2032E
2019
Billion RMB
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E
2019-2024
2024-2028E
23.4%
22.2%
Period CAGR
9.0
10.6
12.4
7.6
6.4
5.3
4.4
3.6
2.9
2.21.91.71.31.0
2028E-2032E 18.2%
Source: Frost & Sullivan Analysis
TNBC
Triple-negative breast cancer (“ TNBC ”) is a type of breast cancer defined as being negative
for estrogen receptor (“ ER”), progesterone receptor (“ PR”), and human epidermal growth factor
receptor 2 (“ HER2 ”). It accounts for approximately 15% to 20% of all breast cancer cases globally,
and is generally thought as a subtype with the most malignancy due to the lack of specific
therapeutic targets. TNBC is typically diagnosed more frequently in younger and premenopausal
women. The global incidence of TNBC increased from 320.1 thousand in 2019 to 364.9 thousand
in 2024, and is expected to further increase to 382.4 thousand in 2028 and 405.9 thousand in 2032,
representing a CAGR of 1.2% and 1.5% respectively. In China, the incidence of TNBC increased
from 49.5 thousand in 2019 to 55.9 thousand in 2024, and is expected to further increase to 58.6
thousand in 2028 and 60.4 thousand in 2032, representing a CAGR of 1.2% between 2024 and 2028
and 0.7% between 2028 and 2032.
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Treatment options for TNBC mainly depends on the disease stage, and chemotherapy in
combination with immunotherapies such as checkpoint inhibitors are commonly adopted. The
number of eligible patients for 1L and 2L TNBC treatment in China was approximately 39.1
thousand and 33.5 thousand respectively as of 2024. The number of TOPi ADC treated TNBC
patients in 2024 in China was approximately 17.8 thousand. In the U.S., the number of TOPi ADC
treated TNBC patients in 2024 was approximately 15.0 thousand. According to the 2024 CSCO
guidelines, the first-line treatment for TNBC primarily recommends chemotherapy, with the option
to combine it with biologics, specifically PD-1 inhibitors. As of the Latest Practicable Date, there
were four biologic drugs approved by the NMPA for TNBC, as shown in the table below.
Drug Name Company Categories Target Combination Treatment
Lines
NMPA
Approved
Date
Medical
Insurance
Toripalimab
ूo
Junshi
Biosciences mAb PD-1
Combination with
albumin-bound
paclitaxel for
injection
Sacituzumab
tirumotecan
Գइഺo
Kelun-
Biotech ADC TROP2
Pembrolizumab
̙๿༺o MSD mAb PD-1 Combination with
chemotherapy
Sacituzumab
govitecan
༺ၪo
Gilead ADC TROP2
B
/
/
/
2024/6/18
2022/12/1
2022/6/7
2024/11/22
1L
3L
Neoadjuvant
treatment
3L
Monotherapy
Monotherapy
Source: NMP A, Frost & Sullivan Analysis
Historical and Forecasted TNBC Market in China, 2019-2032E
2019
Billion RMB
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E
2019-2024
2028E-2032E
1.9%
5.3%
2024-2028E 4.4%
Period CAGR
5.0
5.3 5.5
4.74.54.34.13.93.83.73.63.63.53.5
Source: Frost & Sullivan Analysis
Cervical Cancer (“CC”)
CC is one of the few cancers for which regular screening is recommended in average-risk
populations without symptoms, owing to its high incidence and mortality rates, long developmental
timeline, well-defined precancerous stages, and significant treatment burden. The global incidence
of CC increased from 580.4 thousand in 2019 to 668.9 thousand in 2024, and is expected to further
increase to 747.3 thousand in 2028 and 801.2 thousand in 2032, representing a CAGR of 2.8% from
2024 to 2028 and 1.8% from 2028 to 2032. In China, the incidence of CC increased from 146.2
thousand in 2019 to 152.7 thousand in 2024, and is expected to further increase to 156.9 thousand
in 2028 and 160.9 thousand in 2032, with a CAGR of 0.6% from 2028 to 2032.
INDUSTRY OVERVIEW
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Treatment options for CC mainly depends on the disease stage. The number of eligible
patients for 1L CC treatment in China was approximately 83.5 thousand as of 2024. According to
the CSCO 2024 guidelines, CC treatment is stratified by disease stage, with surgery for early-stage
disease and radiotherapy for locally advanced disease, while advanced or recurrent cases are
managed with platinum-based combination chemotherapy plus immunotherapy and/or anti-
angiogenic agents as first-line therapy, followed by multi-agent chemotherapy and immunotherapy
in the second-line setting upon disease progression. As of the Latest Practicable Date, there were
seven biologic drugs approved by the NMPA for the treatment of CC, as shown in the table below.
Drug
Name Company Categories Target Combination Treatment
Lines
NMPA
Approved
Date
Medical
Insurance
Annual
Cost
Zimberelimab
ᚑѼo
Harbin Gloria
Pharmaceuticals mAb PD-1 Monotherapy 2023/6/30 ~σ11,000
Cadonilimab
කվ̵o
Akeso
Biopharma BsAb PD-1,
CTLA4 Monotherapy 2022/6/28 ~σ48,000
Socazolimab
ഛд◔o
Sorrento
Therapeutics
Zhaoke
(Guangzhou)
Oncology
Pharmaceutical
Limited
mAb PD-1 Monotherapy 2023/12/19 ~σ169,000
Enlonstobart
ֱo CSPC mAb PD-1 Monotherapy 2024/6/25 ~σ11,000
Iparomlimab/
Tuvonralimab
τo
Qilu
Pharmaceuticals
Combination
Antibody
PD-1,
CTLA4 Monotherapy 2024/9/26 ~σ226,000
Pembrolizumab
̙๿༺o MSD mAb PD-1 Chemotherapy and radiotherapy 2024/12/6 NA
Bevacizumab
τၪ͓o Roche mAb VEGF Combination of paclitaxel and cisplatin
or paclitaxel and topotecan 2021/11/17 ~σ125,000
B
B
/
B
/
/
B
2L
2L
2L
2L
2L
1L
1L
Source: NMP A, Frost & Sullivan Analysis
China Cervical Cancer Drug Market, 2019-2032E
2019
Billion RMB
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E
2019-2024
2024-2028E
8.1%
9.4%
Period CAGR
3.6
3.9 4.1
3.33.1
2.82.62.4
2.11.91.71.61.51.5
2028E-2032E 7.8%
Source: Frost & Sullivan Analysis
Esophageal Cancer
Esophageal cancer, one of the most prevalent cancers globally, originates from the cells lining
the esophagus with two primary types, classified based on their cell of origin. Esophageal
Squamous Cell Carcinoma (“ ESCC ”) is predominantly found in developing countries, which arises
from the squamous cells lining the esophagus. Esophageal Adenocarcinoma (“ EAC”) is more
common in developed countries, which develops from glandular cells, typically in the lower
esophagus. About 90% of the pathologic types of esophageal cancer in China are ESCC.
INDUSTRY OVERVIEW
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The global incidence of esophageal cancer increased from 470.5 thousand in 2019 to 537.7
thousand in 2024, and is expected to further increase to 596.9 thousand in 2028 and 663.0 thousand
in 2032, representing a CAGR of 2.6% from 2024 to 2028 and a CAGR of 2.7% from 2028 to 2032.
In China, the incidence of esophageal cancer increased from 204.6 thousand in 2019 to 235.5
thousand in 2024, and is expected to further increase to 252.2 thousand in 2028 and 269.1 thousand
in 2032, with a CAGR of 1.7% from 2024 to 2028 and a CAGR of 1.6% from 2028 to 2032.
Treatment options for esophageal cancer mainly depends on the disease stage and cancer
subtypes. The number of eligible patients for 1L and 2L esophageal cancer treatment in China was
approximately 65.0 thousand and 9.7 thousand as of 2024, respectively. According to the CSCO
2024 guidelines, esophageal cancer treatment is stratified by histology (HER2-positive/negative
EAC and ESCC), with first-line therapy centered on platinum-fluoropyrimidine–based
chemotherapy combined with targeted therapy or immunotherapy where appropriate, and second-
line management incorporating immune checkpoint inhibitors, anti-angiogenic agents, and
cytotoxic chemotherapy upon disease progression. As of the Latest Practicable Date, 12 biologic
drugs have been approved by the NMPA for esophageal cancer as shown in the table below.
Drug Name Company Categories Target Combination Treatment
Lines
NMPA Approved
Date
Medical
Insurance Annual Cost
Toripalimab
ू® Junshi Biosciences mAb PD-1 Combination chemotherapy with
fluoropyrimidine and platinum agents 1L 2022/5/10 B ~σ11,000
Tislelizumab
ϵዣτ® BeiGene mAb PD-1
Monotherapy 2L 2022/4/8
B
~σ4,000
Paclitaxel and platinum agents or
fluoropyrimidine and platinum agents 1L 2023/5/19 ~σ18,000
Cadonilimab
කվ̵® Akeso Biopharma BsAb PD-1,
CTLA4
Combination chemotherapy with
fluoropyrimidine and platinum agents 1L 2024/9/26 /N A
Sintilimab
༺Ьബ® Innovent mAb Paclitaxel and cisplatin or fluorouracil
and cisplatin 1L 2022/6/16 B ~σ16,000
Camrelizumab
Ў๿̔®
Suzhou
Suncadia Biopharma mAb
Monotherapy 2L 2020/6/17
B
~σ10,000
Paclitaxel and cisplatin 1L 2021/12/8 ~σ18,000
Sugemalimab
ߕ®
CStone
Pharmaceuticals mAb PD-1
PD-1
PD-1
Combination with fluoropyrimidine and
platinum-based chemotherapy agents 1L 2023/12/5 / ~σ153,000
Pembrolizumab
̙๿༺® MSD mAb PD-1
Monotherapy 2L 2020/6/17 / ~σ115,000
Platinum-based and fluorouracil-based
chemotherapy 1L 2021/9/1 / ~σ226,000
Combination chemotherapy with
fluoropyrimidine and platinum agents 1L 2023/12/13 / ~σ400,000
Combination with Trastuzumab,
fluoropyrimidine and platinum
chemotherapy
1L 2024/6/18 / ~σ250,000
Trastuzumab
Ⴚᒄ͓® Roche mAb HER2 Combination with capecitabine or 5-
fluorouracil and cisplatin 1L 2009/7/31 B ~σ150,000
Zolbetuximab
ഖू® Astellas Pharma mAb CLDN-
18.2
Combination with chemotherapy
regimens containing fluoropyrimidines
and platinum agents.
1L 2024/12/25 /N A
Nivolumab
ᆄӭӜ® BMS mAb PD-1
Combination chemotherapy with
fluoropyrimidines and platinum agent 1L 2021/8/25
/ ~σ555,000Combination therapy with
fluoropyrimidines and platinum-based
chemotherapy
1L 2022/6/23
Serplulimab
ً®
Shanghai Henlius
Biopharmaceutical mAb PD-1 Combination with fluoropyrimidine and
platinum-based chemotherapy 1L 2023/9/19 / ~σ268,000
Retlirafuspalfa
Ўዣл®
Jiangsu Hengrui
Pharmaceuticals BsAb PD-L1,
TGFB
Retlirafusp alfa+fluoropyrimidine and
platinum-containing chemotherapy 1L 2026/1/5 /N A
Source: NMP A, Frost & Sullivan Analysis
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China Esophagus Cancer Drug Market, 2019-2032E
2019
Billion RMB
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E
2019-2024
2024-2028E
16.4%
22.7%
Period CAGR
19.3
22.3
25.5
16.6
14.1
11.7
9.8
8.0
6.2
4.63.73.63.32.9
2028E-2032E 16.0%
Source: Frost & Sullivan Analysis
Growth Drivers and Future Trends of Oncology Drug Market
Unmet Clinical Needs. In 2024, global cancer incidence reached 21.3 million cases and
continues to rise due to aging and lifestyle factors. Significant unmet needs remain in drug-resistant
cancers and toxicity reduction.
Emerging Innovative Therapies. Targeted therapies and ADCs have demonstrated improved
specificity and reduced collateral damage compared with traditional chemotherapy. With advancing
biomarker discovery and healthcare infrastructure, their global adoption is expected to accelerate.
Improving Affordability. High treatment costs and limited access remain major barriers in
oncology care. Policy initiatives such as reimbursement reforms and biosimilar inclusion are
improving accessibility and supporting market expansion.
Expanding Combination Therapy. Combining ADCs with immunotherapy, radiotherapy, or
other targeted agents offers potential to enhance efficacy and overcome resistance. This strategy is
expected to drive more personalized and durable oncology treatment paradigms.
Longer Survival of Cancer Patients. The expansion of treatment options, particularly for
drug-resistant cancers, has contributed to improved survival and increased demand for advanced-
stage therapies. Precision modalities such as ADCs demonstrate strong efficacy in resistant settings,
supporting sustained growth in the oncology drug market as treatment paradigms evolve.
Positive Polity Tailwins. The competent authorities in China have promulgated policy
incentives for the development of innovative therapeutic options for the treatment of diseases
including cancer and have strengthened communication mechanism, streamlined review pathways
and enhanced approval efficiency to accelerate the development.
OVERVIEW OF ADC DRUG AND OTHER SELECTED ONCOLOGY DRUG MARKETS
Overview of ADC Drugs
ADCs combine the target selectivity of antibodies and the cell-killing potency of highly
cytotoxic drugs, so as to utilize an antibody to deliver cytotoxic drugs selectively to tumor cells.
INDUSTRY OVERVIEW
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Market Size of ADC Drugs
Globally, the annual sales of the top five commercialized ADC drugs 2024 all exceeded US$1
billion. The following table illustrates such top five commercialized ADC drugs.
Trade name Product Company Indications Target First approval date
Annual sales
in 2023
(Billion USD)
Annual sales
in 2024
(Billion USD)
Enhertu Trastuzumab
deruxtecan
Daiichi
Sankyo/
AstraZeneca
Non-small cell lung
cancer, breast cancer,
gastric cancer, solid
tumor
HER2
FDA: 2019-12-20
PMDA: 2020-03-25
EMA: 2021-01-18
NMPA: 2023-02-21
~2.7 ~3.9
Kadcyla Trastuzumab
emtansine Roche Breast cancer HER2
FDA: 2013-02-22
EMA: 2013-11-15
PMDA: 2013-09-20
NMPA: 2020-01-21
~2.2 ~2.3
Adcetris Brentuximab
vedotin
Seagen/
Takeda Lymphoma CD30
FDA: 2011-08-19
EMA: 2012-10-25
PMDA: 2014-01-17
NMPA: 2020-05-12
~1.5 ~1.9
Padcev Enfortumab
vedotin
Astellas/
Seagen
Urothelial cancer,
bladder cancer Nectin-4
FDA: 2019-12-18
EMA: 2022-04-13
PMDA: 2021-09-27
NMPA: 2024-08-13
~1.2 ~2.6
Trodelvy Sacituzumab
govitecan Gilead Breast cancer TROP2
FDA: 2020-04-22
EMA: 2021-11-22
NMPA: 2022-06-07
PMDA: 2024-09-24
~1.1 ~1.3
Source: Frost & Sullivan Analysis
2019
9.2 11.7 14.1
Billion USD
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
68.5
81.8
94.0
55.9
44.3
34.2
25.6
18.714.110.47.95.54.12.8
2031E 2032E
5.5 10.0 13.6
23.9
31.2
39.7
49.2
59.3
70.0
80.0
China RoW
0.10.0 0.1
0.4 0.5 1.0 1.8 2.9 4.6 6.74.0
17.7
7.8
2019-2024 N/A 37.9%
Period
China Global
CAGR
2025E-2032E 45.9%
36.9%
ROW
24.1% 26.0%
Source: Frost & Sullivan Analysis
Growth Drivers and Future Trends of ADC Drug Market
Advances in ADC Design and Conjugation Technologies. Innovations in novel targets,
payloads, and linker technologies are improving ADC efficacy while reducing toxicity. ADCs are
expanding from late-line hematologic use into earlier-line solid tumor treatment, supported by more
precise conjugation platforms.
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Expansion of Indications and Treatment Lines. ADCs are moving into earlier treatment
settings and broadening beyond breast cancer into lung, hematologic, and other solid tumors.
Emerging targets such as B7-H3 are further expanding the addressable tumor spectrum.
Expanding Combination Therapy. ADCs combined with immunotherapy and other
modalities show strong potential to enhance efficacy and overcome resistance. Their ability to
induce immunogenic cell death supports synergistic treatment strategies.
Growing Needs for End-to-end Capabilities. ADC development requires integrated
expertise across biologics, small molecules, and bioprocessing. Companies with end-to-end
platforms are better positioned to accelerate clinical translation and commercialization.
Entry Barriers of ADC Drug Market
Development Challenges. ADCs require tumor-specific targets, stable linkers, and highly
potent payloads to ensure selective and effective cytotoxic delivery. Achieving optimal balance
between efficacy and safety remains a key development hurdle.
Manufacturing Obstacles. Maintaining consistent drug-to-antibody ratios and minimizing
process variability are critical for product quality. Conjugation complexity, high-potency compound
handling, and scale-up challenges add further manufacturing barriers.
Nectin-4 Targeting ADC Drug
Overview
Nectin cell adhesion molecule 4 (“ Nectin-4 ”) functions as a cell adhesion molecule and is
overexpressed in various tumor types. Nectin-4 is a biomarker for cancer recurrence and metastasis,
often correlating with poor prognosis in multiple cancers, including UC, breast cancer, ovarian
cancer, pancreatic cancer, NSCLC, gastric cancer, hepatocellular carcinoma, and bladder cancer.
Competitive Landscape of Nectin-4 Targeting ADC Drug
As of the Latest Practicable Date, Padcev was the only Nectin-4 targeting ADC drug approved
in the U.S. and China, for the treatment of UC and/or bladder cancer. Sales of Padcev amounted to
US$758.8 million, US$1,178 million and US$2,558.9 million in 2022, 2023 and 2024, respectively,
and ranked second among all ADC drugs in terms of annual sales in 2024 globally.
Padcev®
Enfortumab vedotin
Drug Company Technology First approval date Combination Treatment
Lines
Annual
Treatment CostTarget
ADC
2L
1L
~$61,000
~$91,000
FDA: 2019-12-18
NMPA: 2024-08-13
FDA: 2023-04-03
NMPA: 2025-01-08
Combination with
pembrolizumab for
the treatment of adult
Monotherapy
Nectin-4
Pfizer
(NYSE:PFE),
Seagen
(NASDAQ:SGEN),
Astellas Pharma
(TSE:4503),
Baxter International
Source: ClinicalTrials.gov, Frost & Sullivan Analysis
As of the Latest Practicable Date, there were 12 ADC drug candidates targeting Nectin-4
under clinical stage as set forth in the following table.
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Products Company Global Highest
Stage Country 1 First Posted Date Target Indications 2
9MW2821*
Shanghai Institute of
Materia Medica
Chinese Academy of
Sciences, Mabwell,
Jiangsu Maiweikang
New Drug Development
III China 2023-12-11 Nectin-4 Urothelial cancer, Cervical cancer, Muscle
invasive bladder cancer, etc.
SHR-A2102 Hengrui Medicine III China 2024-12-17 Nectin-4 Urothelial Cancer/Bladder cancer, HR+ HER2-
breast cancer, TNBC, etc.
SYS6002 CSPC PHARMA III China 2025-12-03 Nectin-4 Cervical cancer, Urothelial Cancer/Bladder cancer,
HNSCC, etc.
BAT8007 Bio-Thera Solutions I China 2022-12-09 Nectin-4 Solid tumor,  Urothelial Cancer, NSCLC, etc.
VBC103 VelaVigo I/II China, US 2025-09-26 Nectin-4 Solid tumor, Urothelial Cancer/Bladder cancer
SKB410
Sichuan Kelun-Biotech
Biopharma, Merck Sharp
& Dohme
I China 2023-04-25 Nectin-4 Solid tumor
ADRX-0706
Adcentrx,
Shanghai Defeng
Pharma
I China, US 2023-09-13 Nectin-4 Solid tumor, Urothelial Cancer, NSCLC,  etc.
ETx-22
Eli Lilly, Emergence
Therapeutics, LOXO
ONCOLOGY
I
US, Australia,
Belgium, Japan,
Spain
2024-02-02 Nectin-4 Solid tumor, NSLC, Prostate cancer, etc.
LY4052031 Eli Lilly I
US, Australia,
Japan, Korea,
Spain, UK
2024-06-18 Nectin-4 NSCLC, Prostate cancer, TNBC, etc.
IPH4502 Innate Pharma I US 2025-01-17 Nectin-4 Solid tumor
AK146D1 Akeso Biopharma I No location data 2025-04-08 Nectin-4 Solid tumor
ADC2204 Lunan Pharmaceutical
Group Corporation I China 2026-04-07 Nectin-4 Solid tumor, Endometrial Cancer, Cervical cancer,
etc.
Source: ClinicalTrials.gov, CDE, Frost & Sullivan Analysis
Among these ADC drug candidates targeting Nectin-4, six were under clinical development as
a potential treatment for EC as set forth in the following table, as of the Latest Practicable Date.
Products Company Global Highest St age Country First Posted Date
Enfortumab
vedotin
Pfizer, Seagen, Astellas Pharma,
Baxter International II US, Japan, Canada 2020-01-13
9MW2821 Mabwell I/II China 2022-01-30
SHR-A2102 Hengrui Medicine I/II China 2024-06-19
BAT8007 Bio-Thera Solutions I China 2022-12-09
ETx-22 Eli Lilly I
US, Japan, Australia,
Belgium, Spain 2024-02-02
LY4052031 Eli Lilly I
US, Spain, Japan, UK,
Australia, France 2024-06-18
Source: ClinicalTrials.gov, CDE, Frost & Sullivan Analysis
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Six were under clinical development as a potential treatment for CC as set forth in the
following table, as of the Latest Practicable Date.
Products Company Global Highest
Stage Country First Posted Date Target Indications
9MW2821 Mabwell III China 2023-12-11 Nectin-4 Cervical Cancer
SYS6002 CSPC PHARMA,
CSPC Jushi Pharma, Corbus Pharma III
UK, US,
Spain,
Turkey,
France, Italy,
Romania
2025-12-03 Nectin-4 Solid Tumor (Including Cervical Cancer)
SHR-A2102 Jiangsu Hengrui Pharmaceuticals III China 2026-02-13 Nectin-4 Solid Tumor (Including Cervical Cancer)
ADRX-0706 Adcentrx I US, China 2023-09-12 Nectin-4 Solid Tumor (Including Cervical Cancer)
ETx-22 Eli Lilly I
US, Japan,
Australia,
Belgium,
Spain
2024-02-02 Nectin-4 Solid Tumor (Including Cervical Cancer)
LY4052031 Eli Lilly I
US, Spain,
Japan, UK,
Australia,
France
2024-06-18 Nectin-4 Solid Tumor (Including Cervical Cancer)
ADC2204 Lunan Pharmaceutical Group
Corporation I China 2026-04-07 Nectin-4 Solid Tumor (Including Cervical Cancer)
Source: ClinicalTrials.gov, CDE, Frost & Sullivan Analysis
Seven were under clinical development as a potential treatment for UC as set forth in the
following table, as of the Latest Practicable Date.
Products Company Global Highest Stage Country First Posted Date Target Indications
9MW2821 Mabwell III China 2023-12-11 Nectin-4 Urothelial Cancer
SHR-A2102 Hengrui Medicine III China 2024-12-17 Nectin-4 Solid Tumor (Urothelial Cancer)
SYS6002
CSPC PHARMA,
CSPC Jushi Pharma, Corbus
Pharma
I/II
UK, US, Spain,
Turkey, France,
Italy, Romania
2024-02-12 Nectin-4 Solid Tumor (Urothelial Cancer)
BAT8007 Bio-Thera Solutions I China 2022-12-09 Nectin-4 Solid Tumor (Urothelial Cancer)
ADRX-0706 Adcentrx I US, China 2023-09-12 Nectin-4 Solid Tumor (Urothelial Cancer)
ETx-22 Eli Lilly I
US, Japan,
Australia, Belgium,
Spain
2024-02-02 Nectin-4 Solid Tumor (Urothelial Cancer)
LY4052031 Eli Lilly
I
US, Spain, Japan,
UK, Australia,
France
2024-06-18 Nectin-4 Solid Tumor (Urothelial Cancer)
IND Approval China 2025-03-27 Nectin-4 Urothelial Cancer
ADC2204 Lunan Pharmaceutical Group
Corporation I China 2026-04-07 Nectin-4 Solid Tumor (Urothelial Cancer)
Source: ClinicalTrials.gov, CDE, Frost & Sullivan Analysis
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Seven were under clinical development as a potential treatment for TNBC as set forth in the
following table, as of the Latest Practicable Date.
Products Company Global Highest
Stage Country First Posted Date Target Indications
Enfortumab
vedotin
Pfizer, Seagen, Astellas
Pharma, Baxter International II US, Japan,
Canada 2020-01-13 Nectin-4 Solid Tumor (Including TNBC)
9MW2821 Mabwell
II China 2024-07-01 Nectin-4 TNBC
I/II China 2022-01-30 Nectin-4 Solid Tumor (Including TNBC)
I US 2025-04-03 Nectin-4 TNBC
SHR-A2102 Jiangsu Hengrui
Pharmaceuticals II China 2024-10-18 Nectin-4 TNBC
SYS6002
CSPC PHARMA,
CSPC JushiPharma, Corbus
Pharma
I/II
UK, US, Spain,
Turkey, France,
Italy, Romania
2024-02-12 Nectin-4 Solid Tumor (Including TNBC)
ADRX-0706 Adcentrx I US, China 2023-09-12 Nectin-4 Solid Tumor (Including TNBC)
ETx-22 Eli Lilly I
US, Japan,
Australia,
Belgium, Spain
2024-02-02 Nectin-4 Solid Tumor (Including TNBC)
LY4052031 Eli Lilly I
US, Spain,
Japan, UK,
Australia, France
2024-06-18 Nectin-4 Solid Tumor (Including TNBC)
Source: ClinicalTrials.gov, CDE, Frost & Sullivan Analysis
B7-H3 Targeting ADC Drug
B7-H3 is a crucial immune checkpoint molecule. It inhibits T cell and NK cell function,
contributing to immune evasion by cancer cells. B7-H3 is highly expressed in various tumors,
including CC, pancreatic cancer, lung cancer, gastric cancer, osteosarcoma and ovarian cancer. This
overexpression is associated with poor prognosis.
Competitive Landscape of B7-H3 Targeting ADC Drug
As of the Latest Practicable Date, there was no B7-H3 targeting ADC drug approved globally.
There were 23 B7-H3 targeting ADC drug candidates being clinically developed for the treatment
of solid tumors globally.
G-CSF
G-CSF is a key factor that promotes the production and release of neutrophils from the bone
marrow into the periphery, regulating their early development, survival, migration, and activation
by binding to its receptor.
Major Indication Covered by G-CSF Drugs
Chemotherapy-induced neutropenia (“ CIN”) is a common hematological adverse events and
dose-limiting toxicities of chemotherapy. CIN may lead to dose reduction and delay of
chemotherapeutic agents, febrile neutropenia and severe infection, which results in increased
treatment cost, reduced efficacy of chemotherapy, and even life-threatening morbidities. As of the
Latest Practicable Date, there were nine drug products marketed in China for the treatment of CIN,
which were all targeting CSF3R, including the Company’s product 8MW0511 (Albipagrastim). As
of the Latest Practicable Date, there were three drug candidates being clinically developed for the
treatment of CIN in China.
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Overview of Giant Cell Tumor of Bone and Bone Metastasis Drug Market
Giant cell tumors of bone (“ GCTBs ”) are intermediate malignant bone tumors with high local
invasiveness, accounting for approximately 5% of all primary bone tumors globally. Despite being
classified as benign, GCTBs have aggressive behavior and the potential for metastasis. In China, the
incidence of GCTB is expected to maintain at approximately 2.1 thousand per year.
Market Size of Giant Cell Tumor of Bone and Bone Metastasis Drugs
Denosumab (Xgeva) was included in the 2020 CSCO guidelines, becoming the first targeted
therapy for GCTB to be recommended in such guidelines. Xgeva has a class I recommendation for
the treatment of unresectable GCTBs and a class II recommendation for pre-surgical treatment of
resectable GCTBs. Denosumab is included in all three Chinese guidelines for the management of
bone metastases, emphasizing its importance in treating this condition. In China, the RANKL
targeting monoclonal antibody GCTB market size increased to RMB1,049.0 million in 2024, and is
expected to grow to RMB2,407.6 million in 2028 and RMB3,660.5 million in 2032 with a CAGR
of 23.1% from 2024 to 2028 and 11.0% from 2028 to 2032.
Competitive Landscape of Giant Cell Tumor of Bone and Bone Metastasis Drug Market
As of the Latest Practicable Date, there were five drug products marketed in China for the
treatment of GCTB, which were all monoclonal antibodies targeting RANKL, including the
Company’s product Maiweijian. As of the Latest Practicable Date, three drug candidates under
clinical development for GCTB in China. Both were monoclonal antibodies targeting RANKL.
OVERVIEW OF AUTOIMMUNE DISEASES DRUG MARKET
Overview of Autoimmune Diseases Drug Market
Autoimmune diseases are characterized by an erroneous immune response in which the body’s
defense mechanism attacks its own healthy cells, tissues, or organs. This can occur due to an
immune system that is either underactive or overactive. There are different classes of targeted
biologic drugs developed for the treatment of various autoimmune diseases, including TNF
targeting antibodies, interleukin related drugs, JAK inhibitors, among others.
Market Size of Autoimmune Diseases Drugs
Global Autoimmune Disease Drugs Market, 2019-2032E
2019-2024
2028E-2032E
14.2% 3.9%
2.3% 4.0%
4.1%
21.4%
2024-2028E 4.8% 5.8%27.6%
Period
China ROW Global
CAGR
2019
15.0 22.3 26.318.4
Billion USD
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
194.8 202.3 209.7
187.3179.5171.4162.2152.7143.1133.8132.4127.7120.6116.9
2031E 2032E
2.4 2.5
114.5 118.0 124.7 129.4 130.0 138.5 146.8 154.7 161.8 167.4 172.3 176.4 180.1 183.4
4.6
China RoW
3.0 2.9 3.8 5.9 7.5 9.6 12.1
Source: Frost & Sullivan Analysis
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Growth Drivers and Future Trends of Autoimmune Diseases Drug Market
Development of Biologic Drugs. Biologics have become preferred treatments in autoimmune
diseases due to superior efficacy and expanding indications. With increasing availability and
declining costs, adoption is expected to rise further.
Growing Public Awareness. Rising awareness of autoimmune diseases and the importance of
early diagnosis is driving higher detection and treatment rates. This trend is increasing demand for
effective disease management.
Domestic Biosimilar Drugs. The rapid growth of domestically produced biosimilars is
improving affordability and expanding patient access. This cost-effective alternative to originator
biologics is expected to further stimulate market expansion.
ST2 Targeting
The IL33/ST2 pathway is closely associated with the occurrence and progression of various
inflammatory diseases and an effective target for treating inflammation/allergic reactions. IL33 can
bind to a heterodimeric receptor composed of ST2 and IL-1RAcP , subsequently activating
intracellular signaling pathways. ST2 targeting drug blocks the activation of its downstream
signaling pathway, leading to reduced migration of related immune cells to sites of tissue damage
or inflammation, thus treating inflammation/allergic reactions caused by abnormal ST2 activation.
Corticosteroids, commonly used to treat conditions such as asthma, chronic obstructive
pulmonary disease (“ COPD ”), and atopic dermatitis, are the standard anti-inflammatory
medications to manage inflammation and alleviate symptoms. However, long-term corticosteroid
use can lead to systemic side effects, including diabetes, osteoporosis, hypertension, growth
suppression in children, and decreased bone mineral density. Additionally, some patients, such as
those with severe asthma, asthma in smokers, a majority of COPD patients, or those who lack
treatment adherence resulting in tachyphylaxis, may develop corticosteroid resistance.
As of the Latest Practicable Date, there was no ST2 targeting drug approved globally, and
there were four ST2 targeting drug candidates being clinically developed in China, all for the
treatment of COPD and/or asthma. The following table sets forth such pipeline candidates.
Products Company Stage First Po sted Date Target Indications
Astegolimab Roche III 2022/10/27 ST2 Clinical stage III: Chronic obstructive
pulmonary disease
TQC2938
Chia Tai-
tianqing
Pharma
II 2025/1/16 ST2
Clinical stage II: Chronic obstructive
pulmonary disease, Seasonal allergic
rhinitis
Clinical stage I: Asthma
9MW1911 Mabwell II 2025/6/13 ST2
Clinical stage II: Chronic obstructive
pulmonary disease
Clinical stage I: Asthma, Atopic
dermatitis
AK139 Akeso I 2025/4/15 IL-4R α, ST2 Clinical stage I: Asthma, COPD
Source: CDE, Frost & Sullivan Analysis
Major Indication Covered by ST2 Targeting Drug
COPD is a prevalent chronic airway condition characterized by persistent airflow obstruction
and associated respiratory symptoms. In China, the treatment of COPD commonly involves a range
of medications. Bronchodilators are frequently used, including short-acting ones like salbutamol, as
well as long-acting options such as formoterol. Inhaled corticosteroids (“ ICS”) are also utilized.
Other drugs that may be prescribed include theophylline derivatives such as doxofylline, and
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targeted biologics such as Dupilumab. As of the Latest Practicable Date, approved biologics for
COPD include the IL-4R /H9251monoclonal antibody Dupilumab and the IL-5 monoclonal antibody
Mepolizumab, with other late-stage therapies targeting IL-4R and IL-5/IL-5R pathways under
development. These therapeutics target Th2 inflammation pathway phenotype that accounts for 20%
to 40% of the total COPD population. However, globally there were no approved biologic therapies
for COPD with non-Th2 pathway phenotype as of the same date, representing a larger patient
population with significant clinical needs and market potential. Preliminary studies indicate that the
IL33/ST2 signaling pathway is effective in treating COPD without distinguishing between
inflammatory pathway phenotypes, meaning it covers both Type 2 and non-Type 2 COPD
populations.
In China, the prevalence of COPD increased from 104.4 million in 2019 to 107.8 million in
2024, and is expected to further increase to reach 110.1 million in 2028 and 112.0 million in 2032
at a CAGR of 0.5% from 2024 to 2028 and 0.4% from 2028 to 2032. China’s COPD drug market
grew from RMB19.9 billion in 2019 to RMB22.3 billion in 2024 with a CAGR of 2.3%, and is
expected to grow with an expedited pace to RMB26.2 billion in 2028 and RMB58.4 billion in 2032
with a CAGR of 4.0% from 2024 to 2028 and 22.2% from 2028 to 2032. Biologics are emerging
as a key growth driver in the COPD drug market, particularly those targeting the IL family of
cytokines.
Overview of TNF- /H9251Drug Market
Tumor Necrosis Factor- /H9251(“TNF- /H9251”) is a potent pro-inflammatory cytokine primarily
produced by activated macrophages and monocytes. TNF- /H9251directly contributes to disease
pathology by inducing the production of additional inflammatory factors and promoting tissue
destruction. It is a key target in the treatment of autoimmune diseases such as rheumatoid arthritis,
ankylosing spondylitis, psoriasis and Crohn’s disease.
TNF- /H9251targeting therapies, particularly monoclonal antibodies, have emerged as a new
generation of treatments. They block the inflammatory cascade, leading to improved clinical
outcomes for patients. These therapies are known for their high efficacy, enhanced safety profiles,
and convenient administration. In China, approved TNF- /H9251inhibitors include adalimumab,
infliximab, etanercept, certolizumab pegol, and golimumab.
Market Size of TNF- /H9251Drugs
As of the Latest Practicable Date, there were 21 TNF- /H9251antibody or targeted fusion protein
drugs that have been approved for the treatment of various autoimmune diseases in China. China’s
TNF- /H9251drug market increased at a CAGR of 28.7% from RMB3.5 billion in 2019 to RMB12.4
billion in 2024, and is expected to increase to RMB24.8 billion in 2028 and RMB42.9 billion by
2032, with the CAGR of 18.9% from 2024 to 2028 and 14.7% from 2028 to 2032.
OVERVIEW OF ORTHOPAEDIC DISEASES DRUG MARKET
Overview of Osteoporosis Drug Market
Osteoporosis (“ OP”) is a systemic skeletal disorder characterized by decreased bone mass and
the deterioration of bone microstructure, leading to increased bone fragility and a higher risk of
fractures. Postmenopausal osteoporosis is primarily caused by estrogen deficiency, which leads to
an increase in osteoclast differentiation and activation. This results in accelerated bone resorption
that exceeds bone formation, causing rapid bone loss, particularly during the years around
menopause.
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Market Size of Osteoporosis Drugs
According to epidemiology studies, the prevalence of osteoporosis in China increased from
77.0 million in 2019 to 83.1 million in 2024, and is expected to reach 90.1 million in 2032.
China Anti-RANKL Monoclonal Antibody Drug Market, 2020-2032E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E
63.8
323.5 823.6 1,456.3
2,365.9
3,409.6
4,575.5
5,804.7
7,101.1
8,477.6
9,904.1
11,325.9
12,710.1
Giant cell tumor of bone Osteoporosis
1,049.01,049.0 1,406.31,406.3 1,764.51,764.5 2,099.32,099.3 2,407.62,407.6 2,710.92,710.9 3,020.53,020.5 3,336.33,336.3 3,660.53,660.51,317.01,317.0
2,003.32,003.3
2,811.02,811.0
3,705.43,705.4
7,989.67,989.6
9,049.69,049.6
4,693.54,693.5
5,766.85,766.8
6,883.66,883.6
712.7
743.6
464.6
359.0
322.363.8
1.2
Million RMB 2024-2028E 23.1%
2020-2024 101.4%
37.4%
N/A
31.6%
146.8%
CAGR Giant cell tumor
of bone Osteoporosis Total
2028E-2032E 11.0% 17.8% 15.7%
* Since the first NMPA-approved RANKL antibody drug, XGEV A, was approved in May 2019, there was no sales for
RANKL antibody drugs in China before 2020.
Source: NMP A, Frost & Sullivan Analysis
Receptor activator of nuclear factor kappa-B ligand (“ RANKL ”) is the principal mediator of
osteoclastic bone resorption. In postmenopausal osteoporosis with estrogen deprivation, there is an
increased expression and production of RANKL. Denosumab is a fully human monoclonal antibody
that specifically targets RANKL. By blocking the interaction between RANKL and its receptor
RANK, denosumab inhibits osteoclast formation, function, and survival, thereby reducing bone
resorption. This leads to an increase in bone density, improved strength of both cortical and
trabecular bone, and a reduced risk of fractures.
Competitive Landscape of RANKL Antibody Drugs for the Treatment of Osteoporosis
As of the Latest Practicable Date, there were five RANKL antibody drugs approved in China
for osteoporosis. As of the Latest Practicable Date, there were nine RANKL targeting monoclonal
antibody candidates being clinically developed for the treatment of osteoporosis, among other
orthopaedic indications in China.
Overview of Osteoarthritis Treatment Market
Osteoarthritis is a joint disease characterized by the fibrillation, cracking, and ulceration of
articular cartilage. The etiology of osteoarthritis remains unclear, but its development is associated
with age, obesity, inflammation, trauma, and genetic predispositions. The osteoarthritis drug market
in China exceeded RMB10 billion in 2024. The objective of osteoarthritis treatment is to alleviate
pain, decelerate disease progression, correct deformities, enhance or restore joint function, and
elevate the quality of life for patients. The overall treatment are to select stepwise and
individualized treatments based on the patient’s age, gender, weight, personal risk factors, and the
location and severity of the lesions. There are three types of treatments: basic treatment is
applicable to all patients; medication is considered when the condition worsens; and if the condition
further worsens, surgical treatment is required if basic treatment and drug treatment are ineffective.
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OVERVIEW OF OPHTHALMIC DRUG MARKET
Overview of Ophthalmic Drug Market
Ophthalmic diseases encompass a range of conditions that impact various components of the
eye. Anatomically, the eye is divided into the anterior segment and the posterior segment. Common
anterior segment disorders include dry eye disease, glaucoma, uveitis, allergic conjunctivitis,
pterygium, and epiretinal membrane. In contrast, the posterior segment is frequently affected by
conditions such as age-related macular degeneration (“ AMD”) and diabetic retinopathy (“ DR”).
VEGF-targeting antibody drugs have become a cornerstone in the treatment landscape, particularly
for conditions marked by neovascularization and vascular leakage such as AMD, DR and retinal
vein occlusion.
Overview of VEGF Targeting Drug Market
V ascular endothelial growth factor (“ VEGF ”) is produced by many cells that stimulates the
formation of blood vessels. They are important signaling proteins involved in angiogenesis. As of
the Latest Practicable Date, there were eight VEGF targeting antibody drugs approved for the
treatment of ophthalmic diseases in China.
Market Size of VEGF Targeting Drugs for the Treatment of Retinal Diseases
The market size of anti-VEGF agents for retinal disease in China is experiencing a rapid
growth. The market size of anti-VEGF agents for retinal disease in China grew from RMB2.6 billion
in 2019 to RMB7.0 billion in 2024, with a CAGR of 22.0%. The market is expected to reach
RMB15.7 billion in 2028 and RMB28.1 billion in 2032, with a CAGR of 22.2% from 2024 to 2028
and 15.8% from 2028 to 2032.
Competitive Landscape of VEGF Targeting Antibody Drug Market for the Treatment of
Ophthalmic Diseases
As of the Latest Practicable Date, there were over 25 VEGF targeting antibody drug
candidates were under clinical development for ophthalmic diseases in China. The table includes
drug candidates that are at or beyond Phase II/III clinical development.
Products Company Target Stage First Posted Date Indications
Ranibizumab-HJY28 East China Pharmaceutical, Hangzhou
Zhongmeihuadong Pharmaceutical VEGFA NDA 2025-05-30 wAMD
Bevacizumab-TAB014 TOT Biopharm (Suzh ou) Co., Ltd. VEGFA NDA 2025-06-12 wAMD
Ranibizumab-JL14002 Jecho Biopharmaceuticals VEGFA NDA 2025-06-18 wAMD
Bevacizumab-HLX04-O Shanghai HenliusBiotec VEGFA NDA 2025-08-13 wAMD
Aflibercept-9MW0813 Mabwell Bioscien ce VEGF NDA 2025-09-19 DME, wAMD
Eflimrufusp alfa Remegen, Santen Pharm aceutical FGF2, VEGF NDA 2025-09-30 DME
Bevacizumab-601A 3SBio VEGF NDA 2025-10-15 RVO
Vilacizumab Bio-Thera Solutions VEGF NDA 2025-12-19 wAMD
Ranibizumab-RG6321 Roche, Genentech VEGFA III 2022-10-03 wAMD
Aflibercept-JZB05 Jingze Biopha rmaceutical VEGF III 2023-09-04 DME
9MW0211 Mabwell Bioscience VEGFA II/III 2020-12-25 wAMD
OVERVIEW OF SELECTED RARE DISEASES DRUG MARKET
Rare disease refers to the diseases which affect a small number of people, compared with other
prevalent diseases in the general population. Collectively, rare diseases are estimated to affect
3.5%-5.9% of the world’s population. Rare blood diseases related to iron metabolism involve
complex mechanisms, including genetic defects that affect iron absorption, transport, and
utilization.
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Overview of TMPRSS6
Iron restriction offers a novel precision medicine strategy for managing hematologic
disorders, particularly those affecting the erythroid lineage. TMPRSS6 is a type II transmembrane
serine protease primarily expressed in the liver and is a critical negative regulator of hepcidin
expression. Hepcidin is the key hormone regulating iron homeostasis. By binding to its receptor
ferroportin, it promotes internalization and degradation, reducing intestinal iron absorption and the
release of stored iron from macrophages and hepatocytes, thereby controlling blood iron levels.
Inhibiting TMPRSS6 leads to an increase in hepcidin production, which in turn reduces iron
availability by decreasing dietary iron absorption and preventing the release of stored iron.
Iron restriction mediated by TMPRSS6 modulation can effectively control systemic iron
levels, inhibit excessive erythropoiesis, reduce thrombotic risk, and manage iron overload. This
therapeutic strategy shows promise as a safe and effective treatment for conditions such as
/H9252-thalassemia and polycythemia vera. Additionally, by reducing reliance on conventional therapies
and minimizing their associated adverse effects, this approach could significantly improve the
quality of life for patients suffering from these hematologic disorders.
As of the Latest Practicable Date, there was no TMPRSS6-targeting drug approved globally.
There were seven clinical-stage TMPRSS6-targeting product candidates globally, as of the same
date, with 9MW3011 being the first one and also the only antibody drug candidate in China.
Products Company Stage First Posted Date Ingredient Category Indications
Sapablursen Ionis Pharmaceuticals III 2026-02-24 ASO Stage III: Polycythemia vera
REGN7999 Regeneron Pharma II 2024/5/20 Monospecific Antibody Stage II: Iron overload, β-Thalassemias
9MW3011 Mabwell/Disc Medicine II 2025/5/22 Monospecific Antibody Stage II: Polycythemia vera
Stage I: β-Thalassemias, Iron overload
Divesiran Silence Therapeutics I/II 2022/8/12 siRNA Stage I/II: Polycythemia vera; Stage I:
Myelodysplastic syndrome, β-Thalassemias
TMPRSS6-
targeted siRNA Novo Nordisk I 2025/3/25 siRNA Stage I濍澳Hematochromatosis
BEBT-507 BeBetter Med I 2025/4/21 siRNA Stage I: Polycythemia Vera
AG-236 Agios Pharmaceuticals I 2025/7/20 siRNA Stage I: Healthy Participants
Major Indications of TMPRSS6 Antibody Drugs
Polycythemia V era
Polycythemia vera (“ PV”) is a JAK2-mutated myeloproliferative neoplasm characterized by
an increased red blood cell count, which elevates the risk of pulmonary hypertension and
thrombosis. Currently, there is no effective treatment option for PV , and the primary clinical
approach involves phlebotomy to reduce hematocrit levels to no more than 45%, thereby
minimizing the risk of thrombosis. The main goals of treatment for PV are to prevent the initial
occurrence or recurrence of thrombosis, alleviate disease-related symptoms, and prevent
progression to more severe conditions such as post-PV myelofibrosis or transformation to acute
leukemia. However, the effects of phlebotomy are typically transient and may lead to iron
deficiency in patients over time. In 2024, the prevalence of PV in China was approximately 75
thousand. The number of PV patient is expected to be around 74 thousand by 2032 due to a drop
in China’s population.
REPORT COMMISSIONED BY FROST & SULLIV AN
In connection with the Global Offering, we have engaged Frost & Sullivan to conduct a
detailed analysis and to prepare an industry report (the “ Frost & Sullivan Report ”) on the major
markets for which our drug candidates are positioned. Frost & Sullivan is an independent global
market research and consulting company founded in 1961 and is based in the U.S. We have agreed
to pay Frost & Sullivan a total fee of approximately RMB500,000 for the preparation of the Frost
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& Sullivan 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 Frost & Sullivan
Report. Except for the Frost & Sullivan Report, we did not commission any other industry report
in connection with the Global Offering. The market projections in the Frost & Sullivan 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 Frost &
Sullivan Report may be affected by the accuracy of the foregoing key assumptions, including those
used to make future projections, which are factual, correct and not misleading.
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OVERVIEW OF LA WS AND REGULATIONS IN THE PRC
We are subject to a variety of PRC laws, rules and regulations affecting many aspects of our
business. This section summarizes the major PRC regulatory authorities and PRC laws and
regulations that we believe are relevant to our business and operations in the PRC.
REGULATORY AUTHORITIES
The operations of the Company in the PRC are mainly supervised and regulated by the
National Medical Products Administration (္ຖ၍ଣ҅) (the “ NMPA”), the National
Health Commission of the PRC (ึ) (the “ NHC”) and the National Healthcare
Security Administration (ღ҅) (the “ NHSA ”).
The NMPA, under and supervised by the State Administration for Market Regulation (̹
ఙ္ຖ၍ଣᐼ҅) (the “ SAMR ”), is the primary regulatory agency in the PRC for the supervision
and management of the pharmaceutical products and related businesses, and regulates almost all the
key stages of the life-cycle of pharmaceutical products, including non-clinical research, clinical
trial, marketing approval, production, circulation, etc. The Center for Drug Evaluation (ᄲ൙
ʕː) (the “ CDE”), which is a subsidiary under the NMPA, conducts the technical evaluation on
each drug and biologic application to assess the safety and efficacy of each candidate. The NHC is
primarily responsible for drafting national health policies, supervising and regulating public health,
healthcare services, and health emergency systems, coordinating the reform of medical and health
system, organizing the formulation of national drug policies and national essential medicine system,
and giving suggestions on the pricing policy of national essential medicine. The NHSA is primarily
responsible for organizing the formulation a uniform medical insurance catalogue and payment
standards on drugs, medical disposables and healthcare services; and formulating and supervising
the implementation of the bidding and tendering policies for drugs and medical disposables.
PRC LA WS AND REGULATIONS
Laws and Regulations in Relation to New Drugs
Drug Registration Administration
Pursuant to the provisions of the Measures for the Administration of Drug Registration ( ᖹ
), drugs registration is categorized and managed according to Traditional Chinese
Medicine, Chemical Drugs, and Biological Products. The registration of chemical drugs is further
classified into Innovative Chemical Drugs, Improved New Chemical Drugs, and Generic Chemical
Drugs. The registration of biological products is categorized into Innovative Biological Drugs,
Improved New Biological Drugs, and Marketed Biological Products (including Biosimilars). Prior
to applying for registration of drug marketing, the applicant shall complete study work relating to
pharmacy, pharmacology and toxicology, clinical trial of drugs etc. A drug registration certificate
shall be valid for five years. During the validity period, a holder of a drug registration certificate
shall continue to ensure the safety, effectiveness and quality controllability of the marketed drug,
and apply for re-registration of the drug six months prior to the expiry of the validity period.
Non-clinical Research
The institutions for non-clinical safety evaluation and study shall implement the Good
Laboratory Practice for Non-Clinical Laboratory Studies (Ӻሯඎ၍ଣ஝ᇍ) (the
“GLP”), which was promulgated by the China Food and Drug Administration (the “ CFDA ”) on
July 27, 2017, and came into effect from September 1, 2017. GLP contains a set of rules and criteria
for the quality system concerned with the organizational process and conditions under which
non-clinical laboratory studies are planned, performed, monitored, recorded, achieved and reported.
Other pre-clinical related research activities for the purpose of drug registration shall be carried out
with reference to the GLP .
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Clinical Trial Application and Approval
Clinical trials should be conducted when applying for registration of a new drug. After
completing the preclinical studies, the applicant must obtain approval for clinical trials of drugs
from the NMPA before the conduction of new clinical drug trials. According to the Decision on
Adjusting the Approval Procedures of Certain Administrative Approval Items for Drugs (ሜ
), the decision on the approval of clinical trials of drugs
enacted by the CFDA can be made by the CDE from May 1, 2017.
According to the Announcement of Several Policies on the Evaluation and Examination for
Drug Registration (ʮѓ), the IND of new drugs are subject
to one-off umbrella approval instead of declaration, evaluation and approval by stages. Provided by
the Announcement of the Adjustment of Procedures of the Evaluation and Examination for Drug
Clinical Trial (ʮѓ), applicants could proceed with
their clinical trials if they have not received any denial or query from the CDE within 60 business
days after the application has been accepted and the relevant application fees have been paid. The
Drug Administration Law () further confirms that the CDE under
the State Council shall, within 60 working days from the date on which the application for a clinical
trial is accepted, decide on whether to approve it and then notify the clinical trial applicant.
Drug Clinical Trial Registration
Pursuant to the Measures for the Administration of Drug Registration, upon obtaining the
clinical trial approval and before commencing a clinical trial, the sponsor shall register the scheme
of the clinical trial and other information on the Drug Clinical Trial Registration and Information
Platform for clinical trials of drugs. During the clinical trial of drugs, the sponsor shall update
registration information continuously, and register information on the outcome of the clinical trial
of drugs upon completion of the clinical trial of drugs. The registration information shall be
published on the platform and the sponsor shall be responsible for the veracity of such information.
The applicant shall complete trial pre-registration within one month after obtaining the clinical trial
approval to obtain the trial’s unique registration number and shall complete certain follow-up
information and first submission for publication before the first subject’s enrollment in the trial. If
the foregoing first time of publication has not been submitted within one year after obtaining the
clinical trial approval, the applicant shall submit an explanation, and if the procedure is not
completed within three years, the clinical trial approval shall automatically be annulled.
Phases of Clinical Trials
According to the Measures for the Administration of Drug Registration, a clinical trial consists
of Phases I, II, III, IV and bio-equivalence trial. Pursuant to the characteristics of a drug and the
research purpose, the research contents shall include clinical pharmacological research, exploratory
clinical trial, confirmatory clinical trial and post-marketing research. According to the
Administrative Regulations for Drug Clinical Trial Institutions (),
if engaging in drug development activities and conducting clinical trials of drugs, including
bioequivalence test conducted after filing, approved by the NMPA within the territory PRC, they
shall be conducted in the Drug Clinical Trial Institutions. Drug clinical trial institutions shall be
subject to filing administration. According to the Announcement of the National Medical Products
Administration on Adjusting the Review and Approval Procedures for Drug Clinical Trials (࢕
ʮѓ), if a new drug clinical trial has
been approved to be carried out, after the completion of Phase I and Phase II clinical trials and
before the implementation of Phase III clinical trials, the applicant shall submit an application for
a communication meeting to the CDE to discuss with the CDE on key technical issues including the
design of the Phase III clinical trials. The applicant can also apply for communication on key
technical issues at different stages of clinical research and development.
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Approval or Filing relating to Chinese Human Genetic Resources
According to the Notice on Updating the Scope and Procedures for Administrative Licensing,
Filing, and Prior Reporting of Human Genetic Resource Services Guidelines (һอɛᗳ፲ෂ
), in order to obtain
marketing authorization for relevant drugs in China, no approval is required in international clinical
trial cooperation using China’s human genetic resources at clinical institutions without export of
human genetic resource materials, but certain conditions shall be satisfied and a record shall be filed
with the MOST. For the exploratory research part involved in the clinical trials, an administrative
license for international scientific research cooperation involving human genetic resources must be
applied for. The Implementation Rules for the Administrative Regulation on Human Genetic
Resources () further clarifies the requirements for
administrative licensing, record-keeping, and security review in relation to the collection,
conservation, utilization, and external provision of China’s human genetic resources, as well as
detailing matters relating to the supervisory review and administrative penalties. According to the
Bio-security Law of the PRC (), where information on Chinese
human genetic resources is to be provided or opened for use to foreign organizations, individuals
or institutions established or actually controlled thereby foreign organizations and individuals, a
report shall be filed in advance to the administrative department of the MOST and the information
backup shall be submitted. It also provides that approvals are required to conduct international
scientific research cooperation using Chinese biological resources.
Regulations on International Multi-Center Clinical Trials and Acceptance of Overseas Clinical
Trial Data
According to the Notice on Issuing the International Multi-Center Clinical Trial Guidelines
(For Trial Implementation) (یܸ(༊Б)ஷѓ), (the
“Multi-Center Clinical Trial Guidelines ”), effective from March 1, 2015, if the applicants plan to
use the data derived from the international multi-center clinical trials for approval of a drug
registration in the PRC, it shall involve at least two countries, including China, and shall satisfy the
requirements for clinical trials set forth in the Multi-Center Clinical Trial Guidelines and other
related laws and regulations. According to the Opinion on Strengthening the Reform of the Drug
and Medical Device Review and Approval Process to Encourage Drug and Medical Device
Innovation (จԈ), clinical trial data
obtained in international multi-center that meets the requirements for registration of drugs and
medical devices in China can be used to apply for registration in China.
According to the Technical Guiding Principles for the Acceptance of Overseas Clinical Trial
Data of Drugs (), the basic principles for accepting
overseas clinical trial data include: (1) applicants shall ensure the authenticity, integrity, accuracy
and trace-ability of overseas clinical trial data; (2) the process of generating overseas clinical trial
data shall comply with the relevant requirements of the ICH-GCP; (3) applicants shall ensure the
scientific design of overseas clinical trials, the compliance of clinical trial quality management
system with the requirements, and the accuracy and integrity of statistical analysis of data; and (4)
to ensure that the clinical trial design and statistical analysis of the data are scientific and
reasonable, for the drugs with simultaneous R&D at home and abroad and forthcoming clinical
trials in China, the applicants may, prior to implementing registrational clinical trials, contact the
CDE to ensure the compliance of registrational clinical trial’s design with the essential technical
requirements for drug registration in China.
New Drug Application, Registration and Marketing Authorization
According to the Measures for the Administration of Drug Registration, an applicant may file
an application for drug marketing authorization, after the completion of pharmaceutical,
pharmacological and toxicological studies, clinical trials of drugs and other studies, determination
of quality standards, the verification of commercial scale production process, and preparations to
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receive the check and inspection for drug registration. According to the Measures for the
Administration of Drug Registration, drug marketing registration applications shall be subject to
three categories, namely traditional Chinese drugs, chemical drugs and biological products. 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 cleared by the comprehensive review, the drug shall be approved for marketing and
a drug registration certificate shall be issued.
According to the Measures for the Administration of Drug Registration, for generic drugs,
where the applicant, upon assessment, considers that drug clinical trials are not needed or cannot
be carried out and the conditions for waiving drug clinical trials are met, an application (including
a supplementary application) may be filed directly for drug marketing authorization. The technical
guidelines and specific requirements for waiving drug clinical trials shall be formulated and
published by the CDE.
According to the Drug Administration Law, an applicant who has obtained a drug registration
certificate shall be recognized as a drug marketing authorization holder, responsible for non-clinical
laboratory studies, clinical trials, production and distribution, post-market studies, and the
monitoring, reporting, and handling of adverse reactions in connection with pharmaceuticals. The
drug marketing authorization holder may engage in manufacturing or distribution on its own or to
entrust a licensed third party.
Accelerated Approval for Clinical Trial and Registration
The Opinions on the Reform of Evaluation and Approval System for Drugs and Medical
Devices and Equipment (จԈ) promulgated by the
State Council on August 9, 2015 established a framework for reforming the evaluation and approval
system for drugs and medical devices, and indicated enhancing the standard of approval for drug
registration and accelerating the evaluation and approval process for innovative drugs. According
to the Announcement of Several Policies on the Evaluation and Examination for Drug Registration
promulgated by the CFDA on November 11, 2015, the IND of new drugs are subject to one-off
umbrella approval instead of declaration, evaluation and approval by stages. According to the
Decision on Adjusting the Approval Procedures of Certain Administrative Approval Items for Drugs
promulgated by the CFDA on March 17, 2017, the decision on the approval of clinical trials of drugs
enacted by the CFDA can be made by the CDE from May 1, 2017. According to the Announcement
on Matters Concerning the Optimization of Drug Registration Review and Approval (Ꮄʷ
ʮѓ) jointly promulgated by the NMPA and the NHC on May 17,
2018, the CDE will prioritize the allocation of resources for review, inspection, examination and
approval of registration applications that have been included in the scope of fast track clinical trial
approval. The Announcement of the National Medical Products Administration on Adjusting the
Review and Approval Procedures for Drug Clinical Trials promulgated by the NMPA on July 24,
2018, stipulates that the applicant may conduct a clinical trial if no negative or questionable opinion
has been received from the CDE within 60 working days from the date of acceptance of the payment
of the fee.
Regulations of Biosimilars
On February 28, 2015, the CFDA released the Technical Guidelines for R&D and Evaluation
of Biosimilars () (the “ Biosimilar Guidelines ”).
According to the Biosimilar Guidelines, biosimilars refer to therapeutic biological products that are
similar to approved and registered reference drugs in terms of quality, safety and efficacy. The R&D
and marketing of biosimilars need to comply with the relevant regulations of the Drug
Administration Law and the Measures for the Administration of Drug Registration.
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On February 10, 2021, the NMPA promulgated and implemented the Technical Guidelines for
Similarity Evaluation and Indication Extrapolation of Biosimilars (൙ᄆձቇᏐ
) to further standardize the development and evaluation of biosimilars.
According to the Technical Guidelines for Similarity Evaluation and Indication Extrapolation of
Biosimilars, “similarity” refers to a drug candidate that is overall similar to a reference drug that
is approved for registration and that does not present clinically meaningful differences in quality,
safety, and efficacy, and “indication extrapolation” refers to a drug candidate that is overall similar
to the reference drug when directly aligned to clinical trials showing that the candidate is clinically
similar to the reference drug in at least one indication. The similarity evaluation of biosimilars
should be carried out comprehensively from the perspective of pharmaceutical, non-clinical and
clinical studies to determine the overall similarity, and should be carried out at different stages of
biopharmaceutical studies. The Technical Guidance for Clinical Pharmacology Studies of
Biosimilars () promulgated by the CDE on February
8, 2022 provides further guidance recommendations for clinical pharmacology studies of
biosimilars in the framework of The Biosimilar Guidelines and the Technical Guidelines for
Similarity Evaluation and Indication Extrapolation of Biosimilars to provide technical references
for the research and development of biosimilars.
Regulations on the manufacture and distribution of pharmaceutical products
Drug Manufacturing
According to the Drug Administration Law, a drug manufacturing enterprise is required to
obtain a Drug Manufacturing License (͛ପ஢̙ᗇ) from the relevant provincial counterpart of
the NMPA. According to the Measures for the Supervision and Administration of Drugs (͛
), a Drug Manufacturing License is valid for five years and may be renewed upon
the application by the holder of such Drug Manufacturing License at least six months prior to the
expiration date.
Prior to December 1, 2019, a drug manufacturer shall apply for GMP certification to the drug
supervision and administration department and obtain the GMP certificate in accordance with the
Good Manufacturing Practices for Pharmaceutical Products (͛ପሯඎ၍ଣ஝ᇍ) (the
“GMP”). Pursuant to the Announcement on the Relevant Issues Concerning the Implementation of
the Drug Administration Law of the PRC (݄<ج>Ϟᗫԫධ
ʮѓ), promulgated by the NMPA on November 29, 2019, the GMP and Good Supply Practice
(GSP) certifications have been cancelled from December 1, 2019, applications for GMP and GSP
certifications are no longer accepted, and GMP and GSP certificates are no longer issued. However,
according to the Drug Administration Law, a manufacturer shall comply with the GMP and establish
a sound GMP management system, to ensure that the entire process of drug manufacturing
maintains to meet the statutory requirements. The legal representative of and principal person in
charge of a drug manufacturer are fully responsible for the drug manufacturing activities of the
enterprise.
On May 24, 2021, the NMPA promulgated the Administrative Measures for Drug Inspection
(For Trial Implementation) (ج(༊Б)) which was amended on July 19, 2023
and provides that if a drug manufacturer applies for a drug manufacturing license for the first time,
onsite inspections to be conducted in accordance with the GMP requirements is required, while for
a drug manufacturer applying for the reissue of a drug manufacturing license, the review will be
conducted based on the risk management principles.
The Drug Administration Law specifies that a holder of drug sales approval may produce
drugs by itself or may entrust other drug manufacturers. If the holder intends to entrust a third-party
to manufacture, it shall entrust a qualified drug manufacturer. The holder of drug sales approval and
the commissioned manufacturer shall enter into an entrustment agreement and a quality agreement,
and strictly perform the obligations pursuant to such agreements. Blood products, anesthetics,
psychotropic pharmaceuticals, toxic pharmaceuticals for medical treatment, and pharmaceutical
precursor chemicals may not be produced through entrustment, except as otherwise prescribed by
the drug administrative department of the State Council. According to the Provisions on the
Supervision and Administration of Commissioned Production of Drugs (։ৄ͛ପ္ຖ၍ଣ
), a drug manufacturer may commission its drugs to other domestic drug manufacturers to
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produce the drugs only when the production conditions are temporarily unavailable as a result of
technical upgrading or the temporary inadequate capacity cannot guarantee the market supply. Such
commissioning production arrangement shall be approved by the food and drug regulatory authority
of the province, autonomous region or municipality.
Drug Distribution
According to the Drug Administration Law, drug wholesalers and retailers are required to
obtain a Medicine Operation Certificate. To engage in drug business activities, they shall comply
with the Good Supply Practice, establish and improve the quality management system for drug
business, and ensure that the whole process of drug business continuously complies with the
statutory requirements. And a Medicine Operation Certificate is valid for five years. According to
the Regulations for the Implementation of the Drug Administration Law of the PRC ( ʕശɛ͏
ૢԷ), the drug administrative department of the State Council may, for
the purpose of protecting public health, provide for an administrative monitoring period of not more
than five years for new drugs approved to be manufactured. During the monitoring period of a new
drug, no approval shall be granted to any other manufacturer to produce or import the said drug.
According to the Implementing Opinions on Promoting the “Two-Invoice System” for Drug
Procurement By Public Medical Institutions (For Trial Implementation) (ίʮͭᔼᐕዚ࿴ᖹ
จԈ(༊Б)) (the “ Implementing Opinions on the Two-Invoice
System ”), the Two-Invoice System is a system under which invoices are issued by drug
manufacturers to drug distributors on a once-off basis while invoices are issued by drug distributors
to public medical institutions on a once-off basis. Wholly-owned or holding commerce companies
(there shall be only one commerce company throughout the country) and domestic general agents
of overseas drugs (there shall be only one domestic general agent throughout the country) that are
established by drug manufacturers or group enterprises integrating scientific research, manufacture,
and trade to sell the drugs of these enterprise or groups can be regarded as manufacturers. Within
an enterprise that is a drug circulation group, the allocation of drugs between the group and
wholly-owned (holding) subsidiaries or between wholly-owned (holding) subsidiaries should not be
regarded as invoicing, but invoicing is allowed once at most. Efforts shall be made to gradually
promote the Two-Invoice System for the drug procurement among public medical institutions, and
to encourage other medical institutions to promote the system for drug procurement. Pilot
provinces, including autonomous regions and municipalities directly under the Central Government,
for comprehensive medical reform and pilot cities for public hospital reform are required to take the
lead in implementing the Two-Invoice System, while other regions are encouraged to implement the
system, with the goal of having it implemented nationwide by 2018. In areas where the
“Two-Invoice System” is implemented for drug procurement in public medical institutions, the
“Two-Invoice System” should be implemented as a prerequisite when centralized procurement
agencies compile procurement documents. Pharmaceutical companies participating in centralized
drug procurement must make a commitment to implement the “Two-Invoice System” in their bids;
otherwise, the bids will be invalid. Pharmaceutical companies must comply with the Two-Invoice
System in order to engage in procurement processes with public hospitals.
LA WS AND REGULATIONS IN RELATION TO THE MAH SYSTEM
The History of the MAH System
The Original MAH System
On November 4, 2015, at the 17th session of the 12th SCNPC, the Decision on Authorizing
the State Council to Carry out Pilot Projects on the Drug Marketing Authorization Holder System
in Certain Regions and Related Matters (ϞɛՓ
) was passed. The State Council was authorized to launch pilot projects
for the Marketing Authorization Holder (the “ MAH”) system in ten provinces and municipalities,
including Beijing, Tianjin, Hebei, Shanghai, Jiangsu, Zhejiang, Fujian, Shandong, Guangdong, and
Sichuan. It allowed drug R&D institutions and researchers to obtain drug approval numbers and to
assume corresponding responsibilities for drug quality. The approved pilot period was set for three
years.
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On May 26, 2016, the State Council issued the Pilot Plan for the Drug Marketing
Authorization Holder System (), which provided detailed
implementation procedures for the MAH system pilot in the aforementioned 10 provinces.
According to the Drug Marketing Authorization Holder System, within the pilot administrative
regions, drug R&D institutions or researchers may act as drug registration applicants, submit
clinical trial applications and drug marketing applications, and upon obtaining marketing
authorization and drug approval numbers, become the MAH. The legal responsibilities related to
clinical trials and drug production and marketing prescribed by laws and regulations shall be borne
by the drug registration applicant and the MAH. If a MAH does not possess the appropriate
production qualifications, it must delegate the production of the approved drug to a qualified
pharmaceutical manufacturing enterprise within the pilot area (the “ Entrusted Production
Enterprise ”). If a MAH has the necessary production qualifications, it may produce the drug itself
or delegate production to an Entrusted Production Enterprise. During the review and approval
process of the drug registration application or after approval, the applicant or the MAH may submit
supplementary applications to change the drug registration applicant, the MAH, or the Entrusted
Production Enterprise. In addition, the Drug Marketing Authorization Holder System also provides
detailed regulations regarding the scope of drugs, conditions for drug registration applicants and
MAHs, requirements for Entrusted Production Enterprises, obligations and responsibilities of both
drug registration applicants and MAHs, as well as the obligations of Entrusted Production
Enterprises. On October 26, 2018, the 6th session of the 13th SCNPC decided to extend the pilot
period of the MAH system by one year.
The New MAH System
On December 1, 2019, the latest amendment to the Drug Administration Law (၍ଣ
) came into effect, making the MAH system a nationwide system. According to the Drug
Administration Law, a drug marketing authorization holder refers to an enterprise that has obtained
a drug registration certificate or a drug R&D institution, etc. The MAH is responsible for
non-clinical research, clinical trials, production and operation, post-marketing research, adverse
reaction monitoring, reporting and handling of the drug. The legal representative and the principal
person in charge of the MAH are fully responsible for the quality of the drug. The MAH shall
formulate a post-marketing risk management plan, actively carry out post-marketing research on the
drug, further verify the drug’s safety, efficacy and quality controllability, and strengthen the
continuous management of drugs after they have been marketed.
On April 15, 2020, the CDE issued the Notice on Confirming Matters Related to the Drug
Marketing Registration Applicant as the Marketing Authorization Holder (ɪ̹ൗ̅͡
). According to the document, for registration applications
accepted prior to the implementation of the Drug Administration Law that involve two or more
co-applicants, upon approval of the drug registration application, one of the entities shall be
designated as the MAH based on a confirmation document signed by all applicants. For drug
registration applications submitted after the implementation of the Drug Administration Law,
applications with two or more joint applicants will no longer be accepted. After approval, the sole
applicant naturally becomes the MAH.
Major Difference Between the Requirements of the Original MAH System and the New MAH
System
Under the original MAH system, the pilot projects were limited to ten provinces and
municipalities (Beijing, Tianjin, Hebei, Shanghai, Jiangsu, Zhejiang, Fujian, Shandong,
Guangdong, and Sichuan), whereas under the new MAH system, it is a nationwide system. The
original MAH system only applied to new drugs (certain types of chemical drugs, traditional
Chinese medicines and natural medicines, therapeutic biological products, and biosimilars), generic
drugs (certain types of chemical drugs) and some marketed drugs, while the new MAH system no
longer imposes restrictions based on drug types. Under the original MAH system, drug R&D
institutions or researchers could become the MAH, whereas under the new MAH system, only
enterprises or drug development institutions that have obtained a drug registration certificate can
become the MAH, meaning that natural persons can no longer be MAHs. Furthermore, according
to the new MAH system, the CDE will no longer accept drug registration applications with two or
more joint applicants, meaning that the MAH is exclusively the single registration applicant.
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The Requirements of MAH Transfer
On January 12, 2021, the NMPA issued the Interim Measures for the Post-Marketing Change
Management of Drugs (ج(༊Б)), which stated that the MAH is the
party responsible for managing post-marketing changes and shall establish a post-marketing change
control system in accordance with pharmaceutical regulatory laws, regulations, and GMP
requirements. If an application is made to change the drug holder, the production site, prescription,
manufacturing process, quality standards and other related aspects of the drug must remain
consistent with those of the original drug. For applications to change the MAH for drugs produced
domestically, the transferee must submit a supplementary application to the CDE after obtaining the
corresponding Drug Manufacturing License covering the required production scope. The NMPA and
provincial drug regulatory departments are responsible for supervising and administering post-
marketing changes of drugs in accordance with the law. According to the Measures for the
Supervision and Administration of Drugs (), if the change involves the
licensed items of the Drug Manufacturing License, an application for the change of the Drug
Manufacturing License shall be submitted to the original issuing authority. If the change involves
the content specified in the Drug Manufacturing License and its attachments, it shall be approved
by the drug regulatory department of the province, autonomous region, or municipality directly
under the central government, and then reported to the CDE to update the relevant content of the
Drug Manufacturing License and its attachments. For Entrusted Production Enterprise, since the
contract manufacturing situation is registered information of the Drug Manufacturing License, the
Entrusted Production Enterprise is required to submit the aforementioned change application for the
change of the MAH. According to the Measures for the Administration of Drug Registration, if the
MAH transfers the drug marketing authorization, it shall be submitted as a supplementary
application and implemented after approval. On October 17, 2023, the NMPA issued the
Announcement on Strengthening the Supervision and Management of the Delegated Production by
Drug Marketing Authorization Holders (ٙ
ʮѓ), setting forth specific requirements for management, quality control, and supervision of
delegated production. According to the document, if the applicant intends to apply for a change in
the licensed items of the Drug Manufacturing License, the drug regulatory departments of
provinces, autonomous regions, and municipalities directly under the central government shall
strictly review the application materials in accordance with relevant regulations. This includes
rigorously reviewing the drug GMP compliance inspection notice issued by the provincial drug
regulatory department where the Entrusted Production Enterprise is located, as well as the opinion
agreeing to the contract manufacturing. On the same day, the Comprehensive Department of the
NMPA issued the Guidelines for On-site Inspections of Entrusted Production by Marketing
Authorization Holders (), providing detailed
guidance for on-site inspections of entrusted production. In addition, according to the
Announcement on Strengthening the Supervision and Management of the Delegated Production by
Drug Marketing Authorization Holders, provincial drug regulatory department shall conduct on-site
inspections of applicants in accordance with relevant regulations. The focus of the inspections
includes the staffing and on-duty status of key personnel, the establishment and operation of the
quality management system, and the management of entrusted production, to confirm that the
applicant has the capability to fulfill the primary responsibility for drug quality and safety. Only
those who meet the requirements could be issued a Drug Manufacturing License for entrusted
production or have relevant changes approved. For the entrusted production of sterile drugs, the
MAH’s production head, quality head, and quality authorized person must each have at least five
years of practical experience in drug production and quality management, including at least three
years in sterile drug production and quality management. For the entrusted production of traditional
Chinese medicine injections or multi-component biochemical drugs, the MAH’s production head,
quality head, and quality authorized person must have at least three years of practical experience
in the production and quality management of similar dosage forms. The product must have a
continuous production and sales record for the past five years, with no history of serious adverse
reactions or failed sampling inspections. The Entrusted Production Enterprise must also have a
continuous production record for similar dosage forms in the past three years.
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Other Laws and Regulations in Relation to Medical Industry
Basic Medical Insurance Policy
Pursuant to the Decision on the Establishment of the Urban Employee Basic Medical
Insurance Programme () and the Tentative
Measures for the Administration of the Scope of Medical Insurance Coverage for Pharmaceutical
Products for Urban Employee (), all employers
in cities and towns and their employees are required to participate in basic medical insurance.
Pursuant to the Guiding Opinions on the Pilot of Basic Medical Insurance for Urban Residents
(ኬจԈ), urban residents (not urban employees) in
the pilot areas can voluntarily participate in the basic medical insurance for urban residents.
Pursuant to the Opinions of the State Council on the Integration of the Basic Medical Insurance
System for Urban and Rural Residents (จԈ), a
unified basic medical insurance system for urban and rural residents was established, including the
existing urban residents’ medical insurance and all the insured personnel of New Rural Cooperative
Medical System, covering all urban and rural residents except those who should be covered by the
employee’s basic medical insurance.
Medical Insurance Catalogue
According to the Tentative Measures for the Administration of the Scope of Medical Insurance
Coverage for Pharmaceutical Products for Urban Employee (ᎈ͜ᖹᇍఖ၍
), the scope of medical insurance coverage for pharmaceutical products needs to be
managed through the formulation of the Drug Catalogue for Basic Medical Insurance ( ਿ͉ᔼᐕ
ͦ፽)(the “ Medical Insurance Catalogue ”). A pharmaceutical product listed in the
Medical Insurance Catalogue must be clinically needed, safe, effective, reasonably priced, easy to
use, available in sufficient quantity, and must meet the following requirements: it is set forth in the
Pharmacopoeia of the PRC ( ʕശɛ͏΍ձ਷ᖹՊ); it meets the standards promulgated by the
NMPA; and if imported, it is approved by the NMPA for import. According to the Opinions of the
NHSA and the Ministry of Finance on Establishing a List-Based System for Healthcare Security
Benefits (จԈ), all provinces shall
implement the NRDL in a strict manner, and shall not have the discretion to formulate the catalogue
or increase the drugs in any form, or adjust the scope of limited payment unless explicitly
stipulated. After several adjustments, the currently effective one is the National Insurance Drug List
for Basic Medical Insurance, Work-related Injury Insurance and Maternity Insurance (2024) ( ਷
ͦ፽(2024 ϋ)) which came into effect since January
1, 2025.
Drug Price
According to the Drug Administration Law, for drug products with market-regulated prices in
accordance with the law, drug marketing authorization holders, drug manufacturers, drug trading
enterprises and medical institutions shall determine the price pursuant to the principles of fairness,
reasonableness, integrity and trustworthiness as well as quality for value in order to supply drug
users with reasonably priced drug products; and shall comply with the requirements relating to drug
price administration promulgated by the State Council’s pricing authorities, determine and clearly
mark the retail prices of drug products. According to the Notice on Issuing Opinions on Promoting
Drug Price Reform (Ι೯<จԈ>), except for narcotic drugs and
first-class psychotropic drugs, the price of drugs set by the government will be cancelled. On
December 26, 2023, the NHSA issued the Notice on Promoting Fairness, Integrity, Transparency,
and Balanced Prices Among Provinces for Generic Drugs with the Same Name and Manufacturer,
requiring a comprehensive review and investigation of “Four-same Drugs” (referring to drugs with
the same generic name, manufacturer, dosage form, and specifications) against the monitoring
prices formed by the statistics of existing online drugs across the country. By the end of March
2024, it aims to essentially eliminate unfair high prices and discriminatory high prices between
provinces for “four-same drugs”.
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Drug Technology Transfer
Drug technology transfer refers to the transfer of drug production technology by the owner to
a drug manufacturer as the transferee and the application for drug registration by the drug
manufacturer as the transferee pursuant to the laws and regulations in relation to drug technology
transfer. The registration process of drug technology transfer, which includes application for,
evaluation, review, approval and supervision of drug technology transfer registration, is regulated
by the Administrative Measures for Drug Registration and the Administrative Regulation for
Technology Transfer Registration of Drugs () promulgated by the
CFDA on August 19, 2009. According to the above regulations, drug technology transfer includes
new drug technology transfer and drug production technology transfer. An application for drug
technology transfer must be submitted to the drug regulatory authority of the province, autonomous
region or municipality, and the CFDA will ultimately make an approval decision based on the
comprehensive opinions of the drug review center. Eligible applications will receive a letter of
approval and a drug approval number for the supplementary application.
Regulations on Company Establishment and Foreign Investment
The establishment, operation and management of corporate entities in China are governed by
the Company Law of the PRC () (the “ Company Law ”). The PRC
Company Law also applies to foreign-invested joint stock limited companies.
Investment activities in the PRC by foreign investors are governed by the Provisions on
Guiding Foreign Investment Direction (), the Special Administrative
Measures for the Access of Foreign Investment (Negative List) (2024 V ersion) (ɝत
݄(૶ఊ)(2024و)) (the “ Negative List ”) and the Catalogue of Encouraged
Industries for Foreign Investment (2025 version) ( ོᎸ̮ਠҳ༟ପุͦ፽(2025و)) (the
“Encouraged Catalogue ”). The Provisions on Guiding Foreign Investment Direction divides
foreign investment projects into four categories, namely “encouraged”, “permitted”, “restricted”
and “prohibited” categories. The Encouraged Catalogue lists the foreign investment projects of the
encouraged category, while the Negative List set out the foreign investment projects of the
restricted and prohibited categories, and foreign investment projects which fall outside the
encouraged, restricted and prohibited categories belong to the permitted category.
The investment activities of foreign natural persons, enterprises or other organizations
(collectively, the “ Foreign Investors ”) directly or indirectly within the territory of China shall
comply with and be governed by the Foreign Investment Law of the PRC ( ʕശɛ͏΍ձ਷̮ਠ
) (the “ Foreign Investment Law ”). Such activities include establishments by foreign
investors of foreign invested enterprises in China alone or jointly with other investors; acquisitions
by foreign investors of shares, equity, property shares, or other similar interests of Chinese domestic
enterprises; investments by foreign investors in new projects in China alone or jointly with other
investors; and other forms of investment prescribed by laws, administrative regulations or the State
Council.
While strengthening investment promotion and protection, the Foreign Investment Law
further regulates foreign investment management and proposes the establishment of a foreign
investment information reporting system that replaces the original foreign investment enterprise
approval and filing system of the MOFCOM. Since January 1, 2020, for foreign investors carrying
out investment activities directly or indirectly in China, the foreign investors or foreign-invested
enterprises shall submit investment information to the relevant commerce administrative authorities
in accordance with the Measures on Reporting of Foreign Investment Information (ڦ
).
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Regulations on Self-Owned Real Properties
According to the Civil Code of the PRC (Պ) (the “ Civil Code ”),
which became effective from January 1, 2021, the creation, alteration, alienation, or extinguishment
of the property right of a real property shall become effective upon registration in accordance with
law. The certificate of ownership of real property shall be an evidence of the right holder’s
entitlement in the real property. According to the Land Administration Law of the PRC ( ʕശɛ
), promulgated by the SCNPC on June 25, 1986 and last amended with effect
from January 1, 2020, China implements “socialist public ownership of land”, that is, ownership by
the whole people or collective ownership by the working masses. Entities or individuals using land
must use the land strictly in accordance with the purposes of land use determined in the overall land
utilization plan.
Regulations on Lease of Real Property
On December 1, 2010, the Ministry of Housing and Urban-Rural Development of the PRC (the
“MOHURD ”) promulgated the Administrative Measures for Leasing of Commodity Housing ( ਠ
), which became effective on February 1, 2011. According to such measures,
a commodity housing lease contract should be registered with the competent municipal or county
level housing and construction authority within 30 days after the execution of the lease contract.
Those who fail to comply with the aforementioned filing regulations may be ordered by the
competent authority to correct within a time limit. If the entity does not correct within the specified
period, it may be subject to a fine ranging from 1,000 yuan to 10,000 yuan.
Regulations on Environmental Protection, Health and Safety
According to the Regulations on the Administration of Construction Project Environmental
Protection (ᚐ၍ଣૢԷ), the construction entity shall submit an environmental
impact report or an environmental impact statement, or fill in a registration form, as applicable,
depending on the degree of impact the construction project has on the environment before the
commencement of the construction. If the environmental impact assessment documents of a
construction project have not been reviewed by the competent administrative authority in
accordance with the law or have not been granted approval after the review, the construction entity
shall be prohibited from commencing construction works of such project. Environmental protection
facilities required for construction projects must be designed, constructed, and put into use
simultaneously with the main project. According to the Regulations on Environmental Protection
Administration of Construction Projects, for construction projects that involve the preparation of an
environmental impact statement or report form, the construction unit shall, after completion,
conduct an acceptance inspection of the supporting environmental protection facilities in
accordance with the standards and procedures stipulated by the State Council’s environmental
protection administrative department, and prepare an acceptance report.
According to the Administrative Measures for Pollutant Discharge Licensing ( રϮ஢̙၍
), enterprises, institutions and other producers and operators subject to the management of
discharge permits shall apply for discharge permits and discharge pollutants in accordance with the
requirements of the discharge permits; those who have not obtained discharge permits shall not
discharge pollutants. According to the Catalog of Classified Management of Pollutant Discharge
Permits for Stationary Pollution Sources (2019 Edition) (๕રϮ஢̙ʱᗳ၍ଣΤ፽
(2019و)), simplified management and registration management of pollutant discharge permits
are implemented. The pollutant discharging entity subject to registration management does not need
to apply for the pollutant discharge permit, but shall fill in the pollutant discharge registration form
on the national pollutant discharge permit administration information platform.
According to the Production Safety Law of the PRC (), any
entity whose production safety conditions do not meet the requirements may not engage in
production and business operation activities. The production and business operation entities shall
educate and train employees regarding production safety so as to ensure that the employees have
the necessary knowledge of production safety, are familiar with the relevant regulations and rules
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for safe production and the rules for safe operation, master the skills of safe operation in their own
positions, understand the emergency measures, and know their own rights and duties in terms of
production safety. Safety facilities of new building, rebuilding or expanding project (the
“Construction Project ”) shall be designed, constructed and put into operation simultaneously with
the main body of the project. Investment in safety facilities shall be included in the budget of the
Construction Project.
According to the Fire Prevention Law and the Interim Provisions on Design Inspection and
Acceptance of Fire Protection of Construction Works (᜕ϗ၍ଣᅲБ஝
) (the “ Interim Provisions on Fire Protection ”), a special construction work as stipulated in
the Interim Provisions on Fire Protection shall be subject to fire protection design review before the
construction of such work is commenced and shall be subject to fire protection inspection before
such work is put into use. Construction works other than a special construction work shall be subject
to fire protection inspection filing.
Regulations in Relation to Product Liability
The Product Quality Law of the PRC () which was from
December 29, 2018, is the principal law relating to the supervision and administration of product
quality. It clarifies liabilities of the manufacturers and sellers. Manufacturers shall be responsible
for the quality of the products manufactured by them and sellers shall take measures to ensure the
quality of the products sold by them.
If a defect in a product causes physical injury or damage to property other than the defective
product, the manufacturer of the product shall be liable for compensation, unless the manufacturer
is able to prove that: (1) the product has not been put into circulation; (2) the defects causing the
physical injury or property damage did not exist at the time when the product was put in circulation;
or (3) the science and technology at the time when the product was circulated were at a level
incapable of detecting the defects. A seller shall be liable for compensation if the physical injury
or property damage of others is caused by defects due to the fault on the part of seller. A seller shall
also be liable for compensation if it can identify neither the manufacturer nor the supplier of the
defective products. A person who is injured or whose property is damaged by the defects in the
product may claim for compensation from the manufacturer or the seller. According to the Civil
Code and the Product Quality Law, where a patient suffers damage due to defects in drugs, he may
seek compensation from the drug marketing authorization holder, producer or also from the medical
institution. Where the patient seeks compensation from the medical institution, the medical
institution, after it has made the compensation, shall have the right to recover the compensation
from the liable drug marketing authorization holder.
Regulations on Information Security and Data Protection
On December 28, 2021, the Cyberspace Administration of China (the “ CAC”), jointly with 12
other administrative authorities, promulgated the Measures for Cybersecurity Review ( ၣഖτΌ
). According to the Measures for Cybersecurity Review, critical information
infrastructure operators that purchase network products and services, and network platform
operators engaging in data processing activities that affect or may affect national security are
subject to cybersecurity review under the Measures for Cybersecurity Review. In addition, network
platform operators with personal information of over one million users shall be subject to
cybersecurity review before listing abroad. The competent administrative authorities may also
initiate a cybersecurity review against the operators if the authorities believe that the network
product or service or data processing activities of such operators affect or may affect national
security. According to the Provisions on Facilitating and Regulating Cross-border Data Flows (ڮ
), a data handler that is not a critical information infrastructure
operator, will be exempted from declaring for security assessment for outbound data transfer,
signing a standard contract with overseas recipient or passing the personal protection certification,
if such data handler accumulatively transfers overseas ordinary personal information of less than
100,000 individuals since the January 1 of the current year.
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Regulations on Labor Protection and Social Insurance
General Labor Contracts Rules
According to the Labor Law of the PRC () which came into effect
on December 29, 2018, the Labor Contract Law of the PRC ()
which came into effect on July 1, 2013, and the Implementing Regulations of the Labor Contract
Law of the PRC (ૢԷ) which was promulgated on September
18, 2008, a labor contract in writing is required to establish a labor relationship between an
employee and his employer. Wages may not be lower than the local standards of minimum wages.
Employer must establish their respective system of occupational safety and sanitation, implement
the rules and standards issued or imposed by the State from time to time, provide education
regarding occupational safety and sanitation to their employees, provide their employees with labor
safety and sanitation conditions and necessary articles of labor protection conforming to the
provisions of the State, and provide regular health examination for employees engaged in work
involving occupational hazards.
Social Security and Housing Provident Fund
According to the Social Insurance Law of the PRC ()
amended with effect from December 29, 2018, employers in China are required to contribute, on
behalf of their employees, to a number of social security funds, including funds for basic pension
insurance, unemployment insurance, maternity insurance, occupational injury insurance and
medical insurance, as well as a housing provident fund and other welfare plans. These payments are
made to local competent administrative authorities, and any employer who fails to contribute may
be ordered to correct the deficit within a stipulated time limit and be fined if it still fails to
contribute after such stipulated time limit has passed.
On July 20, 2018, the General Office of the Communist Party of China and the General Office
of the PRC State Council jointly issued the Reform Plan of the State Tax and Local Tax Collection
Administration System (), under which, starting from January 1,
2019, tax authorities are responsible for the collection of social insurance contributions in China.
According to the Notice on Conducting the Relevant Work Concerning the Administration of
Collection of Social Insurance Premiums in a Steady, Orderly and Effective Manner (ᖢѼ
) issued by State Administration of Taxation (the
“SAT”) in September 2018, all the local authorities responsible for the collection of social
insurance are strictly forbidden to conduct self-collection of historical unpaid social insurance
contributions from enterprises. The Notice on Implementing Measures to Further Support and Serve
the Development of Private Economy (ஷ
) issued by the SA T in November 2018, repeated that tax authorities at all levels may not
organize self-collection of arrears of taxpayers including private enterprises in the previous years.
Regulations on Intellectual Property Rights
Trademark
Trademarks are protected by the Trademark Law of the PRC (),
which was last amended on April 23, 2019 with effect from November 1, 2019, and the
Implementation Regulation of the PRC Trademark Law (ૢԷ),
which was last amended on April 29, 2014 with effect from May 1, 2014. The Trademark Office of
the China National Intellectual Property Administration is in charge of trademark registration and
grants registered trademarks a validity term of 10 years which may be renewed for consecutive
10-year periods upon application by the owner of the registered trademark.
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Patent
Patents are protected by the Patent Law of the PRC (), which was
last amended on October 17, 2020 with effect from June 1, 2021, and the Implementing Regulations
of the Patent Law of the PRC (), which was last amended on
December 11, 2023 with effect from January 20, 2024. An invention or utility model for which a
patent is granted shall be novel, inventive and practically applicable. The protection period is 20
years for an invention patent, 10 years for a utility model patent, and 15 years for design patent,
commencing from their respective application dates. Any entity or individual that intends to use a
patent of another party must enter into a licensing agreement with the patent owner and pay patent
royalties to the patent owner. Any use of a patent without the permission of the patent owner
constitutes an infringement of the patent right. The newly amended Patent Law introduces patent
extensions to patents of new drugs that launched in the PRC, and stipulates that the Patent
Administration Department under the State Council shall, upon request of the patentee, extend the
patent term of relevant invention patents of the new drug that is approved to be listed on the market
in China, to compensate for the time spent for the review and examination and approval of the
listing of a new drug on the market. The compensated extension shall not exceed five years, and the
total valid patent term after the new drug is approved for the market shall not exceed fourteen years.
Copyright
Copyright is protected by the Copyright Law of the PRC ()
effective on June 1, 2021 and the Implementation Regulations of the Copyright Law of the PRC
(ૢԷ) effective on March 1, 2013, which provides provisions on
the classification of works and the obtaining and protection of copyright and the related rights.
Domain Names
Domain names are regulated under the Administrative Measures on the Internet Domain
Names () issued by the Ministry of Industry and Information Technology
of the PRC (the “ MIIT ”) on August 24, 2017 and effective from November 1, 2017. The MIIT is
the main regulatory authority responsible for the administration of PRC internet domain names.
Domain names registrations are handled through domain name service agencies established under
the relevant regulations, and the applicants become domain name holders upon successful
registration.
Laws and Regulations Related to Tax
The Enterprise Income Tax Law of the PRC () which was
effective from December 29, 2018 and its implementation rules impose a uniform enterprise income
tax rate of 25% on all resident enterprises in China, including foreign-invested enterprises and
permit the enterprises qualified as “High and New Technologies Enterprises” to enjoy a reduced
15% enterprise income tax rate.
According to the V alue-added Tax Law of the PRC (), which
became effective on January 1, 2026, and the Regulation on the Implementation of the V alue-added
Tax Law of the PRC (ૢԷ), the V A T rate for general V A T
taxpayers engaging in sale of goods, services, lease of tangible and movable goods or importation
of goods shall be 13%, the V A T rate for general V A T taxpayers engaging in sale of transportation
services, postal services, basic telecommunications services, construction services, the lease and
sale of real properties, and the transfer of land use rights shall be 9%, unless otherwise provided.
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Regulations on Foreign Exchange and Dividend Distribution
According to the Circular on the Reform of the Management Method for the Settlement of
Foreign Exchange Capital of Foreign-invested Enterprises (ഐ
) and the Circular on the Reform and Standardization of the Management
Policy of the Settlement of Capital Projects (),
discretionary settlement of foreign exchange receipts under capital accounts means that domestic
institutions may settle their foreign exchange receipts under capital accounts (including foreign
exchange capital, foreign debts, and repatriated funds raised through overseas listing) subject to
discretionary settlement as explicitly prescribed in the relevant policies with banks according to
their actual operation needs. Domestic institutions may, at their discretion, settle up to 100% of all
foreign exchange receipts under capital accounts for the time being, and the SAFE may adjust the
aforesaid proportion in due time according to the situation of international balance of payments.
According to the Notice of SAFE on Relevant Issue Concerning the Administration of Foreign
Exchange for Overseas Listing (), the
domestic companies shall register the overseas listing with the foreign exchange control bureau
located at its registered address in 15 working days after the completion of the overseas listing and
issuance. The funds raised by the domestic companies through overseas listing may be repatriated
to China or deposited overseas, provided that the intended use of the fund shall be consistent with
the contents of the document and other public disclosure documents.
The principal regulations governing distribution of dividends of foreign-invested enterprises
include the PRC Company Law. Under these regulations, joint stock limited companies (including
foreign-invested enterprises) in the PRC may pay dividends only out of their accumulated profits,
if any, determined in accordance with the PRC accounting standards and regulations. In addition,
companies are required to allocate at least 10% of their accumulated profits each year, if any, to
fund certain reserve funds unless these reserves have reached 50% of the registered capital of the
enterprises.
Regulations on Overseas Listing
On February 17, 2023, the China Securities Regulatory Commission (the “ CSRC ”) released
the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies () and the supporting guidelines
(together, the “ Trial Filing Measures ”), which came into effect on March 31, 2023. If a domestic
company seeks for overseas securities issuance and listing, the issuer shall file with the CSRC in
accordance with the Trial Filing Measures. According to the Trial Filing Measures, the issuer shall
submit the required filing documents to the CSRC within three working days after the overseas
listing application is submitted to the relevant overseas regulator or listing venue. In addition,
following the listing in an overseas market, the issuer shall submit a report to the CSRC within three
working days after the occurrence and public disclosure of the following events involving the
issuer: (1) change of control; (2) investigations or sanctions imposed by overseas regulators; (3)
change of listing status or transfer of listing market; and (4) voluntary or involuntary delisting.
BIOSECURE Act
On December 18, 2025, the U.S. Senate passed the BIOSECURE Act as a part of the National
Defense Authorization Act for Fiscal Y ear 2026, which was signed into law by the U.S. President.
The BIOSECURE Act will prohibit the U.S. government from procuring biotechnology equipment
or services from designated “biotechnology companies of concern,” and will prohibit government
contracts, loans and grants to any entity that uses biotechnology equipment or services from a
designated “biotechnology company of concern.” The BIOSECURE Act provides that any entity on
the Department of Defense’s section 1260H list of Chinese military companies operating in the
United States, as well as any of the entity’s subsidiary, parent, affiliate, or successor, will qualify
as “biotechnology companies of concern.” The U.S. government has the authority to identify
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additional entities for inclusion as “biotechnology companies of concern,” specifically any entity
that is subject to the administrative governance structure, direction, control, or operates on behalf
of the government of a foreign adversary (defined by law to be China, Iran, North Korea, and
Russia), is involved in the manufacturing, distribution, provision, or procurement of a
biotechnology equipment or service, and poses a risk to the national security of the U.S., based on
(i) engaging in joint research with, being supported by, or being affiliated with a foreign adversary’s
military, internal security forces, or intelligence agencies; (ii) providing multiomic data obtained
via biotechnology equipment or services to the government of a foreign adversary; or (iii) obtaining
human multiomic data via the biotechnology equipment or services without express and informed
consent. The prohibitions in the BIOSECURE Act will go into effect for new contracts, grants and
loans issued 60 days after the Federal Acquisition Regulation is updated for entities drawn from the
1260H list, and within 180 days after the Federal Acquisition Regulation is updated for entities not
included on the 1260H list.
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OVERVIEW
We are a pharmaceutical company in China recognized for our ability to innovate in drug
development and for our end-to-end operational capabilities from drug discovery to commercial
sales.
The history of our Group dates back to May 12, 2017 when the predecessor of our Company
was established in the PRC as a limited liability company. On June 30, 2020, our Company was
converted into a joint stock company with limited liability and renamed as Mabwell (Shanghai)
Bioscience Co., Ltd. (۾(ɪऎ)ʮ̡). Our PRC Legal Adviser has confirmed
that our Company has been duly incorporated and is validly existing as a joint stock company with
limited liability and the conversion was in compliance with the relevant PRC laws and regulations
in all material respects.
Since January 18, 2022, our A Shares have been listed on the Shanghai Stock Exchange STAR
Market (stock code: 688062).
BUSINESS DEVELOPMENT MILESTONES
The following table shows our key business development milestones since our inception.
Y ear Event
2017 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 The predecessor of our Company was established in May 2017
2018 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Commencement of the construction of the Group’s industrialization
base located in Shanghai in August 2018
 Completion of the construction of the Group’s industrialization
base located in Taizhou of Jiangsu Province in December 2018
2019 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 A production license for the Group’s industrialization base located
in Taizhou was obtained in April 2019
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 We completed pre-IPO financing in the aggregate amount of
RMB1,973.742 million in March 2020
 T-mab Bio Pharma’s antibody drug industrialization project was
launched in the Group’s industrialization base in Taizhou in
November 2020
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Our Company received IND approval from the NMPA in China for
9MW2821, the first domestically developed Nectin-4 targeting
ADC, in October 2021
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Our Company’s A Shares were listed on the Shanghai Stock
Exchange STAR Market in January 2022
 The NMPA approved the NDA for Junmaikang in March 2022
 The FDA issued a study may proceed letter for our Phase I clinical
trial of 9MW2821 in July 2022
 Our Company was recognized as a National High and New Tech
Enterprise in October 2022
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Y ear Event
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Our Company secured an exclusive license agreement for
9MW3011 with Disc Medicine, Inc. with the contract value of
US$412.5 million in January 2023
 The NMPA approved the NDA for Mailishu in March 2023
 We initiated the Phase Ib/IIa trial of 9MW1911, being the first drug
candidate approved for clinical development in China targeting
ST2 protein, in patients with COPD in July 2023
 Our Company commenced a Phase III clinical trial to compare
9MW2821 as a second or later line monotherapy against
investigator-choice chemotherapy in patients with locally advanced
or metastatic inoperable UC that is previously treated with
platinum containing chemotherapy and PD-(L)1 inhibitors in
December 2023
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 The FDA granted three Fast Track Designation for 9MW2821 for
the treatment of (i) advanced, recurrent, or metastatic esophageal
squamous cell carcinoma, a type of EC, (ii) recurrent or
metastatic CC progressed on or following prior treatment with a
platinum-based chemotherapy regimen and (iii) locally advanced or
metastatic Nectin-4 positive triple negative breast cancer in
February 2024, May 2024, and July 2024, respectively
 The NMPA approved the NDA for Maiweijian in March 2024
 The FDA granted Orphan Drug Designation to 9MW2821 for the
treatment of esophageal cancer in April 2024
 Our Company was recognized as a “Shanghai Antibody Drug
Discovery and Industrialization Technology Innovation Center” by
the Science and Technology Commission of Shanghai in June 2024
 Our Company commenced a Phase II clinical trial to evaluate the
efficacy and safety of 9MW2821 monotherapy or in combination
with toripalimab in patients with locally advanced or metastatic
TNBC in July 2024
 The NMPA granted BTD to 9MW2821 for the treatment of locally
advanced or metastatic UC that has failed previous platinum-based
chemotherapy and PD-(L)1 inhibitor therapy in August 2024
 Our Company commenced a Phase III clinical trial to evaluate
9MW2821 in combination with toripalimab versus standard
chemotherapy as first-line treatment in patients with unresectable
locally advanced or metastatic UC in August 2024
 Our Company commenced a Phase III clinical trial to evaluate
9MW2821 as a second or third line monotherapy in patients with
advanced or metastatic CC who have failed platinum-based double-
drug chemotherapy in September 2024
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Y ear Event
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 The NMPA granted BTD to 9MW2821 in combination with
toripalimab for treatment-naïve, unresectable, locally advanced or
metastatic UC in January 2025
 Our Company was issued a Drug Manufacturing License by the
Shanghai Municipal Administration for Market Regulation in
March 2025
 Mailisheng received the marketing approval by the NMPA in May
2025
 The transfer of the marketing authorization holder of Junmaikang
was completed and our Company became the sole marketing
authorization holder in July 2025
 Our Company initiated a Phase I study for 9MW2821 as
monotherapy in TNBC patients with resistance to topoisomerase
inhibitors based ADC in the United States in August 2025
MAJOR CHANGES IN SHARE CAPITAL AND SHAREHOLDINGS
Incorporation of our Company
The predecessor of our Company was incorporated on May 12, 2017 in the PRC as a limited
liability company with a registered capital of RMB100 million, which was fully paid up in July
2017 by Langrun Equity and Langrun Investment Consultancy. The shareholding structure of our
predecessor as of the date of its establishment was as follows.
Name of the Shareholders
Percentage of
shareholding
Langrun Equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898.0%
Langrun Investment Consultancy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.0%
Langrun Equity was owned by Ms. Chen and Langrun Investment Consultancy as to 99% and
1% since its establishment in December 2015 until September 2019, and has been owned by Mr.
Tang, Ms. Chen and Langrun Investment Consultancy as to 79.92%, 19.98% and 0.10%,
respectively, since September 2019. Langrun Investment Consultancy has been owned by Mr. Tang
and Ms. Chen as to 88.30% and 11.70% since its establishment in November 2015. Each of Mr.
Tang, Ms. Chen (being the spouse of Mr. Tang), Langrun Equity and Langrun Investment
Consultancy is our Controlling Shareholder. Details of the background of Mr. Tang and Ms. Chen
are set out in the sections headed “Directors and Senior Management” and “Relationship with Our
Controlling Shareholders” in this Prospectus, respectively.
Capital increases of our Company from 2019 to 2020
In September 2019, the registered capital of our Company increased from RMB100 million to
RMB142.06 million, and the additional registered capital was subscribed and fully paid up by
Langrun Equity at a consideration of RMB499,252,200 with cash.
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In November 2019, the registered capital of our Company increased from RMB142.06 million
to RMB201.99 million, and the additional registered capital was subscribed and fully paid up by
Zhongjun Jianlong, Zhenzhu Investment and nine individuals
1 and 2 at an aggregate consideration of
RMB59.93 million with cash.
In December 2019, the registered capital of our Company increased from RMB201.99 million
to RMB236.35 million, and the additional registered capital was subscribed and fully paid up by
four individuals and two entities at an aggregate consideration of RMB694.072 million with cash
(the “ December 2019 Capital Increase ”).
In March 2020, the registered capital of our Company increased from RMB236.35 million to
RMB299.70 million, and the additional registered capital was subscribed and fully paid up by 14
entities at an aggregate consideration of RMB1,279.67 million with cash.
After the aforesaid capital increases from September 2019 to March 2020, the ownership
structure of our Company was as follows:
Name of the Shareholder
Registered Share
Capital Subscribed
Percentage of
ownership
Controlling Shareholders
Langrun Equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,060,000 46.73%
Zhongjun Jianlong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,000,000 6.67%
Zhenzhu 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/H11186,800,000 2.27%
Langrun Investment Consultancy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,000,000 0.67%
Subtotal of Controlling Shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118168,860,000 56.34%
Suzhou Y ongyu Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υ
ྫ))(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,327,000 5.78%
Dr. Liu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,100,000 5.04%
Ms. WU Jun (ࠏ2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,880,000 4.30%
Shenzhen Fuhai Stock Toubang No. 7 Investment
Enterprise (Limited Partnership) (ҳԞɖ໮
ҳ༟Άุ(Υྫ))(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,035,000 2.68%
Mr. SU Xin ( ᘽ㒥)(4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,880,000 2.63%
Dr. XIE Ning ( ᑽྐྵ)(5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,570,000 2.19%
Haitong Innovation Capital Management Co., Ltd. ( ऎஷ
ʮ̡)(6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,950,000 1.65%
Xiamen Hengyao Xingye Investment Partnership
Enterprise (Limited Partnership) (㛬ᘴጳุҳ༟Υ
ྫΆุ(Υྫ))(7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,950,000 1.65%
1 Given each of Zhongjun Jianlong and Zhenzhu Investment is an Employee Incentive Platform and each of Dr. Liu,
Dr. XIE Ning ( ᑽྐྵ), Dr. ZHANG Jinchao ( ੵᎀ൴), Dr. GUO Yinhan ( ெვဏ), and Dr. W ANG Shuhai ( ˮዓऎ) was
then (and some of them are still) the director or employee of the Company, the subscriptions of the registered capital
by the aforementioned entities and individuals were for employee incentive purposes and the consideration was
determined with reference to the corresponding registered capital subscribed thereof. See notes 5, 11, 27 and 28 to
the table immediately below for details on the background of the aforementioned individuals.
2 Given each of Mr. LIAO Shaofeng ( ࿋ˇቜ), Mr. GUO Zhengyou ( ெ͍ʾ), Mr. Y ANG Xiaoling (ޛand Mr. CAI
Y uankui (ᇹʩჺ) was employees of entities controlled by Mr. Tang (not being members of our Group), although the
consideration for the subscriptions of the registered capital by the aforementioned individuals was determined with
reference to the corresponding registered capital subscribed thereof, in September 2021, Langrun Equity paid to our
Company an additional RMB125,952,000 to make up for the difference in the consideration paid compared to the
subscription price of the December 2019 Capital Increase (as defined below) and the RMB125,952,000 was credited
as the capital reserve of the Company. See notes 19, 20, 24 and 25 to the table immediately below for details on the
background of the aforementioned individuals.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of the Shareholder
Registered Share
Capital Subscribed
Percentage of
ownership
Shanghai Xuchao Investment Partnership Enterprise
(Limited Partnership) ( ɪऎϛಃҳ༟ΥྫΆุ(Υ
ྫ))(8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,950,000 1.65%
Anhui Hezhuang High-Tech Achievement Fund
Partnership (Limited Partnership) ( τᏏձѯ৷อҦஔ
ΥྫΆุ(Υྫ))(9) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,950,000 1.65%
Ganzhou Development No. 1 Investment Fund
Partnership (Limited Partnership) (ఠ໮ҳ༟
ΥྫΆุ(Υྫ))(10) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,950,000 1.65%
Dr. ZHANG Jinchao ( ੵᎀ൴)(11) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,000,000 1.33%
Mr. LIU Peng ( ᄎᘄ)(12) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,700,000 1.23%
Wuhu Xinde No. 1 Investment Center (Limited
Partnership) ( ጾಳ㒥ᅃఠ໮ҳ༟ʕː(Υྫ))(13) /H1118/H1118/H11183,465,000 1.16%
Zhuhai Huajin Fengying No. 2 Equity Investment Fund
Partnership (Limited Partnership) (ɚ໮
ΥྫΆุ(Υྫ))(14) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,278,000 1.09%
Shenzhen Zhongkai Fusheng Investment Center (Limited
Partnership) ( ଉέʕ௱బସҳ༟ʕː(Υྫ))(15) /H1118/H1118/H11183,150,000 1.05%
Shenzhen Xinxi Huirui Investment Partnership (Limited
Partnership) (ዳි๿ҳ༟ΥྫΆุ(Υ
ྫ))(16) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,535,000 0.85%
Rui Feng Capital Co., Ltd. (ʮ
̡)(17) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,475,000 0.83%
Ningbo Gaoling Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υ
ྫ))(18) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,475,000 0.83%
Mr. LIAO Shaofeng ( ࿋ˇቜ)(19) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,190,000 0.73%
Mr. GUO Zhengyou ( ெ͍ʾ)(20) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,190,000 0.73%
Mr. ZHANG Manlong ( ੵတᎲ)(21) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,800,000 0.60%
Suzhou Ruihua Investment Partnership (Limited
Partnership) ( ᘽψ๿ശҳ༟ΥྫΆุ(Υྫ))(22) /H1118/H1118/H11181,485,000 0.50%
Small and Medium Enterprise Development Fund
(Shenzhen Nanshan Limited Partnership) ( ʕʃΆุ೯
ږ(Υྫ))(23) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,485,000 0.50%
Mr. Y ANG Xiaoling (ޛ24) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,090,000 0.36%
Mr. CAI Y uankui ( ᇹʩჺ)(25) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,090,000 0.36%
Shenzhen Jiushang Investment Center (Limited
Partnership) (ҳ༟ʕː(Υྫ))(26) /H1118/H1118/H1118/H1118/H1118/H1118990,000 0.33%
Dr. GUO Yinhan ( ெვဏ)(27) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500,000 0.17%
Dr. W ANG Shuhai ( ˮዓऎ)(28) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400,000 0.13%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118299,700,000 100.00%
Notes:
(1) Suzhou Y ongyu is a limited partnership focusing on equity investment in pharmaceutical and healthcare
industry and established in the PRC, which is managed by Hainan Shiyu Private Equity Management Co., Ltd.
(ʮ̡)( “ Shiyu ”) as its fund manager. Suzhou Y ongyu is owned by its general
partner Xizang Shiyu Consulting Management Co., Ltd. (ʮ̡) as to 0.33% partnership
interests and its four limited partners, among which, Danqing Fund II Investment (Limited Partnership) ( ᘽψ
ɚಂ௴อᔼᖹପุҳ༟ΥྫΆุ(Υྫ)) holds 93.34% partnership interests and each of the other
three limited partners holds less than 30% partnership interests therein. Xizang Shiyu Investment Management
Co., Ltd. is wholly owned by Shiyu. Danqing Fund II Investment (Limited Partnership) is controlled by its
general partner Ningbo Meishan Bonded Port Zone Qiyu Equity Investment Management Partnership
Enterprise (Limited Partnership) (ᛆҳ༟၍ଣΥྫΆุ(Υྫ)) (“Qiyu Equity”)
and is held by 20 limited partners, none of whom hold more than 30% partnership interests therein. Qiyu
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 136 ---
Equity is owned as to (i) 6.25% by its general partner Ningbo Meishan Bonded Port Zone Shiyu Equity
Investment Management Co., Ltd. (ʮ̡) (“Ningbo Meishan
Shiyu”), (ii) 84.18% by its limited partner Ningbo Meishan Bonded Port Zone Qinyu Equity Investment
Management Partnership Enterprise (Limited Partnership) (ᛆҳ༟၍ଣΥྫΆุ(Ϟ
Υྫ)), which is ultimately controlled by Ningbo Meishan Shiyu as its general partner and Mr. Y ANG
Hongbing (Ώ) (“Mr. Y ang”) as its sole limited partner holding 90.00% partnership interests therein, and
(iii) 9.57% by one other limited partner. Ningbo Meishan Shiyu is wholly owned by Shiyu. Shiyu is owned
as to 40.55% by Sunflower Growth (Beijing) Enterprise Management Co., Ltd. (ڗ(̏ԯ)Άุ၍ଣϞ
ʮ̡) and six other shareholders, each holding less than 30% equity interests therein. Sunflower Growth
(Beijing) Enterprise Management Co., Ltd. is in turn owned as to 99.00% by Mr. Y ang, an Independent Third
Party.
(2) Ms. WU Jun (ࠏis a PRC resident and an individual investor of the Company. To the best knowledge of
our Directors, Ms. Wu Jun is an Independent Third Party.
(3) Shenzhen Fuhai Stock Toubang No. 7 Investment Enterprise (Limited Partnership) (ҳԞɖ໮ҳ༟
Άุ(Υྫ)) is a private equity fund established in the PRC in January 2019, owned as to approximately
(i) 0.59% by its general partner Shenzhen Oriental Fortune Capital Co., Ltd. (˙బऎ௴ุҳ༟၍ଣ
ʮ̡) — which is ultimately owned by Shenzhen Oriental Fortune Capital Investment Management Co.,
Ltd. (ʮ̡) — and (ii) 99.41% by 22 limited partners, each of whom holds
less than one-third partnership interests therein, and, to the best knowledge of our Directors, an Independent
Third Party.
(4) Mr. SU Xin ( ᘽ㒥) is a PRC resident and an individual investor of the Company. To the best knowledge of our
Directors, Mr. Su Xin is an Independent Third Party.
(5) Dr. XIE Ning ( ᑽྐྵ) is a former Director who resigned in December 2024 due to personal reasons.
(6) Haitong Innovation Capital Management Co., Ltd. (ʮ̡) is wholly owned by Guotai
Haitong Securities Co., Ltd. (ʮ̡) (a company listed on the Stock Exchange, stock
code: 2611) and a fellow subsidiary of one of the Joint Sponsors, Haitong International Capital Limited.
(7) Xiamen Hengyao Xingye Investment Partnership Enterprise (Limited Partnership) (㛬ᘴጳุҳ༟ΥྫΆ
ุ(Υྫ)) is a private equity fund established in the PRC in September 2019, owned as to approximately
(i) 0.01% by its general partner Shenzhen Royal Capital Co., Ltd. (ʮ̡) — which is
ultimately owned by HUANG Qingyuan (଀) — (ii) 33.33% by its limited partner SUN Lei (ᑜ), and
(iii) 66.66% by three other limited partners, each of whom holds less than one-third partnership interests
therein, and, to the best knowledge of our Directors, an Independent Third Party.
(8) Shanghai Xuchao Investment Partnership Enterprise (Limited Partnership) ( ɪऎϛಃҳ༟ΥྫΆุ(Υ
ྫ)) is a private equity fund established in the PRC in March 2016, owned as to approximately (i) 0.01% by
its general partner Shanghai Loyal V alley Investment Management Co., Ltd. (ʮ̡)
— which is ultimately owned by LIN Lijun (ࠏand (ii) 99.99% by its sole limited partner
Gongqingcheng Ruiji Phase II Investment Partnership Enterprise (Limited Partnership) (๿Λɚಂҳ༟
ΥྫΆุ(Υྫ)) — which is owned as to 1.00% by its general partner Shenzhen Zhenji Capital Private
Equity Investment Management Co., Ltd. (ʮ̡) and 99.00% by nine
limited partners, each of whom holds less than one-third partnership interests therein — and, to the best
knowledge of our Directors, is an Independent Third Party.
(9) Anhui Hezhuang High-Tech Achievement Fund Partnership (Limited Partnership) (ਿ
ΥྫΆุ(Υྫ)) is a private equity fund established in the PRC in October 2019, owned as to
approximately (i) 19.96% by its general partner Founder H Fund Co., Ltd. (ப΂ʮ̡)—
which is ultimately owned by Founder Securities Co., Ltd. (
ʮ̡), a company listed on the
Shanghai Stock Exchange (stock code: 601901) — (ii) 45.00% by its limited partner Anhui Sanzhong Yichuang
Industrial Development Fund Co., Ltd. (ʮ̡) — which is ultimately owned
by the Anhui State-owned Assets Supervision and Administration Commission (਷Ϟ༟ପ္ຖ
ึ) — and (iii) 35.04% by four other limited partners, each of whom holds less than one-third
partnership interests therein, and, to the best knowledge of our Directors, an Independent Third Party.
(10) Ganzhou Development No. 1 Investment Fund Partnership (Limited Partnership) (Υྫ
Άุ(Υྫ)) is a private equity fund established in the PRC in March 2020, owned as to approximately
(i) 1.00% by its general partner Ganzhou Development Investment Fund Management Co., Ltd. (ҳ
ʮ̡), (ii) 60.00% by its limited partner Ganzhou Development Investment Holding Group
Co., Ltd. (ப΂ʮ̡) — both of which are ultimately owned by the Ganzhou
State-owned Assets Supervision and Administration Commission (ึ) — and
(iii) 39.00% by eight other limited partners, each of whom holds less than one-third partnership interests
therein, and, to the best knowledge of our Directors, an Independent Third Party.
(11) Dr. ZHANG Jinchao ( ੵᎀ൴) was a Director from June 2020, and a deputy general manager of our Company
from June 2020 until he resigned from such positions in June 2023 and April 2024, respectively, due to
personal reasons. Dr. Zhang does not hold any position in our Group since April 2024. To the best knowledge
of our Directors, Dr. Zhang Jinchao is an Independent Third Party.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 137 ---
(12) Mr. LIU Peng ( ᄎᘄ) is a PRC resident and an individual investor of the Company. To the best knowledge of
our Directors, Mr. Liu Peng is an Independent Third Party.
(13) Wuhu Xinde No. 1 Investment Center (Limited Partnership) ( ጾಳ㒥ᅃఠ໮ҳ༟ʕː(Υྫ)) is a private
equity fund established in the PRC in August 2015, ultimately wholly owned by Rongde (Beijing) Asset
Management Co., Ltd. ( ፄᅃ(̏ԯ)ʮ̡) — which is owned as to 59.30% by China CITIC
Financial Asset Management Co., Ltd. (ʮ̡), a company listed on the Stock
Exchange (stock code: 2799) and not within the sponsor group of CITIC Securities (Hong Kong) Limited as
defined under the Listing Rules, and 40.70% by Cathay Capital Company (No. 2) Limited — and, to the best
knowledge of our Directors, who is an Independent Third Party.
(14) Zhuhai Huajin Fengying No. 2 Equity Investment Fund Partnership (Limited Partnership) (ɚ໮
ΥྫΆุ(Υྫ)) is a private equity fund established in the PRC in August 2019, owned as
to approximately (i) 1.50% by its general partner Zhuhai Huajin Lingchuang Fund Management Co., Ltd. ( म
ʮ̡) — which is ultimately owned by Zhuhai Huajin Capital Co., Ltd. (༟
ʮ̡), a company listed on the Shenzhen stock exchange (stock code: 000532) — (ii) 75.17% by
its limited partner Zhuhai Huajin Alpha No. 4 Equity Investment Fund Partnership Enterprise (Limited
Partnership) (ΥྫΆุ(Υྫ)) — which is ultimately owned by the
Zhuhai State-owned Assets Supervision and Administration Commission (਷Ϟ༟ପ္ຖ၍ଣ
ึ) — and (iii) 23.33% by two other limited partners, each of whom holds less than one-third partnership
interests therein, and, to the best knowledge of our Directors, an Independent Third Party.
(15) Shenzhen Zhongkai Fusheng Investment Center (Limited Partnership) ( ଉέʕ௱బସҳ༟ʕː(Υྫ)) is
a private equity fund established in the PRC in October 2017, owned as to approximately (i) 0.02% by its
general partner Shenzhen Zhongkai Investment Management Co., Ltd. (ʮ̡)—
which is ultimately owned by W ANG Xueping ( ˮ௛̻) and MA Guoqin ( ৵਷ා) — and (ii) 99.98% by 14
limited partners, each of whom holds less than one-third partnership interests therein, and, to the best
knowledge of our Directors, an Independent Third Party.
(16) Shenzhen Xinxi Huirui Investment Partnership (Limited Partnership) (ዳි๿ҳ༟ΥྫΆุ(Υྫ))
(currently known as “Shanghai Xinxi Huirui V enture Capital Partnership Enterprise (Limited Partnership) ( ɪ
ዳි๿௴ุҳ༟ΥྫΆุ(Υྫ))”) is a private equity fund established in the PRC in April 2016,
owned as to approximately (i) 0.55% by its general partner Shanghai Sincere VC Co., Ltd. (ዳҳ༟၍
ʮ̡), (ii) 50.00% by its limited partner Zhangjiagang Songlan Enterprise Consulting Partnership
(Limited Partnership) (ᘜΆุፔ༔ΥྫΆุ(Υྫ)) — both of which are ultimately owned by
LAN Y oujin (ږand (iii) 49.45% by 13 other limited partners, each of whom holds less than one-third
partnership interests therein, and, to the best knowledge of our Directors, an Independent Third Party.
(17) Rui Feng Capital Co., Ltd. (ʮ̡) is a limited liability company established in the PRC
in March 2006, wholly owned by Huaxin Century Investment Group Co., Ltd. (ʮ̡),
which is owned as to 87.00% by Beijing Taihe Growth Holdings Co., Ltd. (ʮ̡),
which is in turn owned as to (i) 44.67% by ZHAO Y anguang ( ႻᜮΈ), (ii) 34.67% by HOU Liqiu (߇,)
and (iii) 20.67% by one other shareholder, and, to the best knowledge of our Directors, an Independent Third
Party.
(18) Ningbo Gaoling Equity Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ))
is a private equity fund established in the PRC in December 2019, owned as to approximately (i) 0.50% by
its general partner Power V enture Capital Investment Co., Ltd. (ʮ̡) — which is
ultimately owned by W ANG Xiaobin ( ˮወᏵ) — and (ii) 99.50% by five limited partners, each of whom holds
less than one-third partnership interests therein, and, to the best knowledge of our Directors, an Independent
Third Party.
(19) Mr. LIAO Shaofeng ( ࿋ˇቜ) is a PRC resident and an individual investor of the Company. To the best
knowledge of our Directors, Mr. Liao Shaofeng is an Independent Third Party.
(20) Mr. GUO Zhengyou ( ெ͍ʾ) is a PRC resident and an individual investor of the Company. To the best
knowledge of our Directors, Mr. Guo Zhengyou is an Independent Third Party.
(21) Mr. ZHANG Manlong ( ੵတᎲ) is a PRC resident and an individual investor of the Company. To the best
knowledge of our Directors, Mr. Zhang Manlong is an Independent Third Party.
(22) Suzhou Ruihua Investment Partnership (Limited Partnership) ( ᘽψ๿ശҳ༟ΥྫΆุ(Υྫ)) is a private
equity fund established in the PRC in July 2015, owned as to approximately (i) 1.00% by its general partner
Jiangsu Ruihua Investment Management Ltd. (ʮ̡), (ii) 40.00% by its limited
partner Xizang Ruihua Business Management Co., Ltd. (ʮ̡) — both of which are
ultimately owned by ZHANG Jianbin (ⅳܔand (iii) 59.00% by four other limited partners, each of
whom holds less than one-third partnership interests therein, and, to the best knowledge of our Directors, an
Independent Third Party.
(23) Small and Medium Enterprise Development Fund (Shenzhen Nanshan Limited Partnership) (ਿ
ږ(Υྫ)) is a private equity fund established in the PRC in December 2016, owned as to
approximately (i) 1.00% by its general partner Shenzhen Oriental Fortune SME Development Fund Equity
Investment Management Co., Ltd. (ʮ̡) — which is
ultimately owned by Shenzhen Oriental Fortune Capital Investment Management Co., Ltd. (˙బऎ
ʮ̡) — and (ii) 99.00% by eleven limited partners, each of whom holds less than one-third
partnership interests therein, and, to the best knowledge of our Directors, an Independent Third Party.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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(24) Mr. Y ANG Xiaoling (ޛis a PRC resident and an individual investor of the Company. To the best
knowledge of our Directors, Mr. Y ang Xiaoling is an Independent Third Party.
(25) Mr. CAI Y uankui ( ᇹʩჺ) is a PRC resident and an individual investor of the Company. To the best knowledge
of our Directors, Mr. Cai Y uankui is an Independent Third Party.
(26) Shenzhen Jiushang Investment Center (Limited Partnership) (ҳ༟ʕː(Υྫ)) is a private equity
fund established in the PRC in December 2019, owned as to approximately (i) 0.10% by its general partner
Guangdong Y uanrui Private Equity Fund Management Center (Limited Partnership) (၍ଣ
ʕː(Υྫ)) (formerly known as “Guangdong Y uanrui Equity Investment Fund Management Center
(Limited Partnership) (၍ଣʕː(Υྫ))”) — which is ultimately owned by W ANG
Shengjun (ࠏii) 49.95% by its limited partner ZHU Xiaomin ( ϡወᦩ), and (iii) 49.95% by its limited
partner GAO Xiaoliang ( ৷ቢ૑), and, to the best knowledge of our Directors, an Independent Third Party.
(27) Dr. GUO Yinhan ( ெვဏ) is a PRC resident and the chief R&D officer of our Company. To the best knowledge
of our Directors, Dr. Guo Yinhan is an Independent Third Party.
(28) Dr. W ANG Shuhai ( ˮዓऎ) is a deputy general manager of our Company, being a member of senior
management of our Company. Details of the background of Dr. Wang is set out in the section headed “Directors
and Senior Management” in this Prospectus.
(29) To the best knowledge of the Company based on public search, among the Shareholders identified in notes (3),
(7), (8), (9), (10), (13), (14), (15), (16), (18), (22), (23) and (26) above, there were no changes in the limited
partners holding at least one-third partnership interests in the respective Shareholders during the Track Record
Period.
Conversion into a joint stock company in 2020 and share transfer in 2021
On June 30, 2020, upon registration with Shanghai Municipal Administration for Market
Regulation ( ɪऎ̹̹ఙ္ຖ၍ଣ҅), our Company was converted into a joint stock company with
a registered share capital of RMB299.70 million and renamed as Mabwell (Shanghai) Bioscience
Co., Ltd. (۾(ɪऎ)ʮ̡). The audited net assets of our Company as of April
30, 2020, being RMB2,271,029,521.47, were converted into 299,700,000 Shares of RMB1.00 per
Share, and the remaining amount of RMB1,971,329,521.47 was credited as capital reserve of the
Company.
Pursuant to a share transfer agreement dated March 2021 entered into between Dr. GUO
Yinhan ( ெვဏ) and Langrun Equity, Dr. Guo transferred 500,000 Shares to Langrun Equity for a
consideration of RMB10.105 million, which was completed in September 2021.
A Shares offering and listing on the Shanghai Stock Exchange STAR Market in 2022
As approved by the CSRC, our A Shares were listed on the Shanghai Stock Exchange STAR
Market with the stock code of 688062 on January 18, 2022. Upon completion of the A Shares
offering, our registered share capital increased from RMB299.70 million to RMB399.60 million.
The shareholding structure of our Company immediately after the A Shares offering was as
follows:
Name of the Shareholder
Number of
Shares held
Percentage of
shareholding
Controlling Shareholders
Langrun Equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,560,000 35.18%
Zhongjun Jianlong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,000,000 5.01%
Zhenzhu 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/H11186,800,000 1.70%
Langrun Investment Consultancy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,000,000 0.49%
Subtotal of Controlling Shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118169,360,000 42.38%
Suzhou Y ongyu Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ))/H1118/H1118 17,327,000 4.34%
Dr. Liu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,100,000 3.78%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of the Shareholder
Number of
Shares held
Percentage of
shareholding
Ms. WU Jun (ࠏ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,880,000 3.22%
Shenzhen Fuhai Stock Toubang No. 7 Investment
Enterprise (Limited Partnership) (ҳԞɖ໮
ҳ༟Άุ(Υྫ)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,035,000 2.01%
Mr. SU Xin ( ᘽ㒥) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,880,000 1.97%
Haitong Innovation Capital Management Co., Ltd.
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,823,560 1.96%
Dr. XIE Ning ( ᑽྐྵ)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,570,000 1.64%
Xiamen Hengyao Xingye Investment Partnership
Enterprise (Limited Partnership) (㛬ᘴጳุҳ༟Υ
ྫΆุ(Υྫ)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,950,000 1.24%
Shanghai Xuchao Investment Partnership Enterprise
(Limited Partnership) ( ɪऎϛಃҳ༟ΥྫΆุ(Υ
ྫ)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,950,000 1.24%
Anhui Hezhuang High-Tech Achievement Fund
Partnership (Limited Partnership) ( τᏏձѯ৷อҦஔ
ΥྫΆุ(Υྫ)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,950,000 1.24%
Ganzhou Development No. 1 Investment Fund
Partnership (Limited Partnership) (ఠ໮ҳ༟
ΥྫΆุ(Υྫ)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,950,000 1.24%
Dr. ZHANG Jinchao ( ੵᎀ൴) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,000,000 1.00%
Mr. LIU Peng ( ᄎᘄ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,700,000 0.93%
Wuhu Xinde No. 1 Investment Center (Limited
Partnership) ( ጾಳ㒥ᅃఠ໮ҳ༟ʕː(Υྫ)) /H1118/H1118/H1118/H1118/H11183,465,000 0.87%
Zhuhai Huajin Fengying No. 2 Equity Investment Fund
Partnership (Limited Partnership) (ɚ໮
ΥྫΆุ(Υྫ)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,278,000 0.82%
Shenzhen Zhongkai Fusheng Investment Center (Limited
Partnership) ( ଉέʕ௱బସҳ༟ʕː(Υྫ)) /H1118/H1118/H1118/H1118/H11183,150,000 0.79%
Shenzhen Xinxi Huirui Investment Partnership (Limited
Partnership) (ዳි๿ҳ༟ΥྫΆุ(Υྫ))/H1118/H1118 2,535,000 0.63%
Rui Feng Capital Co., Ltd. (ʮ
̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,475,000 0.62%
Ningbo Gaoling Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ))/H1118/H1118 2,475,000 0.62%
Mr. LIAO Shaofeng ( ࿋ˇቜ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,190,000 0.55%
Mr. GUO Zhengyou ( ெ͍ʾ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,190,000 0.55%
Mr. ZHANG Manlong ( ੵတᎲ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,800,000 0.45%
Suzhou Ruihua Investment Partnership (Limited
Partnership) ( ᘽψ๿ശҳ༟ΥྫΆุ(Υྫ)) /H1118/H1118/H1118/H1118/H11181,485,000 0.37%
Small and Medium Enterprise Development Fund
(Shenzhen Nanshan Limited Partnership) ( ʕʃΆุ೯
ږ(Υྫ)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,485,000 0.37%
Mr. Y ANG Xiaoling (ޛ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,090,000 0.27%
Mr. CAI Y uankui ( ᇹʩჺ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,090,000 0.27%
Shenzhen Jiushang Investment Center (Limited
Partnership) (ҳ༟ʕː(Υྫ)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118990,000 0.25%
Dr. W ANG Shuhai ( ˮዓऎ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400,000 0.10%
Other public A Shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,026,440 24.28%
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/H1118399,600,000 100.00%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Since our A Shares offering and as of the Latest Practicable Date, there have been no changes
in the registered share capital of our Company and we have 399,600,000 A Shares in issue, all of
which are listed and traded on the Shanghai Stock Exchange STAR Market.
Our Directors confirmed that we had no instances of material non-compliance with the laws
and regulations in the PRC applicable to our A Share listing since our listing on the Shanghai Stock
Exchange STAR Market and, to the best knowledge of our Directors after having made all
reasonable enquiries, there was no material matter that should be brought to investors’ attention in
relation to our compliance record on the Shanghai Stock Exchange STAR Market. Our PRC Legal
Adviser is of the view that we have no material non-compliance of PRC laws and regulations,
applicable to our A Share listing, throughout the Track Record Period and up to the Latest
Practicable Date. Nothing has come to the Joint Sponsors’ attention that would reasonably cause
them to disagree with such view of the Directors and the PRC Legal Adviser.
EMPLOYEE INCENTIVE PLATFORMS
In recognition of the contributions of our employees and to incentivize them to further
promote our development, the Pre-IPO Equity Incentive Scheme was adopted on June 19, 2020.
Zhongjun Jianlong and Zhenzhu Investment were established as our Employee Incentive Platforms
in the PRC in November 2017 and January 2018, respectively.
Mr. Tang has been the sole general partner of each of Zhongjun Jianlong and Zhenzhu
Investment since their respective establishment. Pursuant to the relevant partnership agreements
and the Pre-IPO Equity Incentive Scheme, Mr. Tang, as the sole general partner, has the full power
to manage, control, operate and make decisions on all the matters of Zhongjun Jianlong and
Zhenzhu Investment, including, among others, to make decisions on and manage the investments of
Zhongjun Jianlong and Zhenzhu Investment. Thus in effect, all management powers and voting
rights of the Employee Incentive Platforms reside with Mr. Tang as their respective sole general
partner.
As of the Latest Practicable Date, Mr. Tang held approximately 2.12% and 10.56%
3
partnership interest in Zhongjun Jianlong and Zhenzhu Investment, respectively. As of the Latest
Practicable Date, Zhongjun Jianlong and Zhenzhu Investment owned approximately 5.01% and
1.70% of our issued Shares, respectively, and there were 48 and 44 limited partners in Zhongjun
Jianlong and Zhenzhu Investment, respectively, comprising (i) our executive Directors Dr. Liu, Mr.
HU Huiguo, and Dr. GUI Xun; (ii) our senior management Dr. W ANG Shuhai, Mr. LI Han, Mr. NI
Hua, and Ms. CHEN Xi; and (iii) 85 other employees of our Group all of whom, with the exception
of Dr. ZHANG Jinchao, our former Director, are not our current or former Directors or senior
management, and none of whom holds more than 10% in the respective Employee Incentive
Platform. For further details of the Pre-IPO Equity Incentive Scheme, see “Statutory and General
Information — Pre-IPO Equity Incentive Plan” in Appendix IV to this Prospectus.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
We had not carried out any major acquisitions, disposals or mergers during the Track Record
Period and up to the Latest Practicable Date.
3 Among the 10.56% partnership interests held in Zhenzhu Investment, Mr. Tang holds an aggregate of 3.44% for two
grantees with foreign nationalities due to certain restrictions, the details of which are set out in “Statutory and General
Information — Pre-IPO Equity Incentive Plan” in Appendix IV to this Prospectus.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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OUR MAJOR SUBSIDIARIES
The place of incorporation, date of incorporation and commencement of business, and
principal business activities of each of our major subsidiaries are shown below:
Name of major
subsidiary
Place of
incorporation
Date of incorporation
and commencement
of business Principal business activities
Beijing Kohnoor /H1118/H1118PRC May 23, 2008 (1) Innovative drug discovery and pre-clinical research
T-mab Bio Pharma /H1118PRC July 30, 2008 (2) Clinical sample preparation, production process scale-up and conversion, and
commercial production (including, among others, operating production
lines for antibody drugs, recombinant protein drugs and ADC drugs)
Jiangsu Mabwell /H1118/H1118PRC February 10,
2014
(3)
Pharmaceutical marketing and sales after product launch
Langrun Mabwell /H1118/H1118PRC May 31, 2017 Construction of antibody industrial production base and subsequent antibody
production work
Mabwell U.S. /H1118/H1118/H1118/H1118U.S. July 26, 2018 Drug discovery of specifically-targeting antibodies
Mabwell Health
Pharmaceutical /H1118/H1118
PRC September 11,
2018
Discovery and preclinical studies of ADC drugs, preclinical studies of
antibody drugs for durability studies, and process characterization of
products to be marketed
Notes:
(1) Our Company acquired the equity interests of Destiny Biotech by way of a series of equity transfers completed
between 2018 and 2020, including: (A) on June 6, 2018, our Company acquired RMB3,345,000 of the registered
capital of Destiny Biotech (representing 60% equity interests in Destiny Biotech) from Langrun Equity at a
consideration of RMB9,200,000 pursuant to an equity transfer agreement dated May 25, 2018; and (B) on January
3, 2020, our Company acquired the remaining RMB2,230,000 of the registered capital of Destiny Biotech
(representing an aggregate of 40% equity interests in Destiny Biotech) from the then six other shareholders at an
aggregate consideration of approximately RMB22,000,000 pursuant to six equity transfer agreements entered into by
each of the six other shareholders, each dated November 28, 2019, after which our Company became the sole owner
of Destiny Biotech. The then six other shareholders of Destiny Biotech were Dalian Baopu Investment Center
(Limited Partnership) (ዎҳ༟ʕː(Υྫ)), Ms. WU Jun (ࠏMs. CHEN Y an ( ௓∓), Shanghai Gefeimu
Investment Center (Limited Partnership) ( ɪऎဂി˝ҳ༟ʕː(Υྫ)), Dr. ZHANG Jinchao ( ੵᎀ൴) and Ms.
ZHOU Xiaohong (ߎeach of whom is an Independent Third Party of the Company as of the Latest Practicable
Date with the exception of Shanghai Gefeimu Investment Center (Limited Partnership). Shanghai Gefeimu Investment
Center (Limited Partnership) was deregistered as of the Latest Practicable Date, and, prior to its deregistration, it was
held by (i) Ms. Chen (being its general partner) as to approximately 0.38% of its partnership interest, and (ii) Mr. Tang
(being its limited partner) as to approximately 99.62% of its partnership interest. Ms. WU Jun (ࠏand Dr. ZHANG
Jinchao ( ੵᎀ൴) are existing Shareholders of the Company, holding approximately 0.41% and 1.00% of the equity
interest of the Company, respectively, as of the Latest Practicable Date. In order to streamline our corporate structure,
Destiny Biotech transferred 100% equity interests in Beijing Kohnoor to our Company as part of the restructuring of
our Group in March 2023.
(2) On September 5, 2017, our Company acquired RMB85,000,000 of the registered capital of T-mab Bio Pharma
(representing 100% of the equity interest in T-mab Bio Pharma) from Shenzhen Langrun Investment Co., Ltd. ( ଉέ
ʮ̡)( “ Shenzhen Langrun ”), being the then sole shareholder of T-mab Bio Pharma, at a
consideration of RMB250,000,000 pursuant to an equity transfer agreement dated September 1, 2017, after which our
Company became the sole shareholder of T-mab Bio Pharma. Shenzhen Langrun was then and, as of the Latest
Practicable Date, is still owned by Mr. Tang (being a Controlling Shareholder and executive Director of our Company)
and Ms. Chen (being a Controlling Shareholder of our Company) as to 88.29% and 11.71%, hence a connected person
of the Company.
(3) Our Company acquired Jiangsu Mabwell from Jiangsu Dengke Health Industry Development Co., Ltd. (਄
ʮ̡), which is to the best knowledge of the Directors an Independent Third Party, in July 2021.
PUBLIC FLOAT
Rules 8.08 and 19A.13A of the Listing Rules require that there must be an open market in the
securities for which listing is sought. Where a new applicant is a PRC issuer with other listed shares
at the time of listing, this will normally mean that the portion of H shares for which listing is sought
that are held by the public, at the time of listing, must: (a) represent at least 10% of the issuer’s total
number of issued shares in the class to which H shares belong (excluding treasury shares); or (b)
have an expected market value of not less than HK$3,000,000,000.
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To the best knowledge and belief of our Directors and on the basis of the current shareholding
structure, save for the potential cornerstone subscription of a maximum of 1,983,800 H Shares
(based on the bottom end of the indicative Offer Price range and rounded down to the nearest board
lot) by Charm Harvest International Limited, a wholly-owned limited liability company of our
Controlling Shareholder and executive Director, Mr. Tang, none of the other H Shareholders is
expected to be our core connected person, and the H Shares held by them, amounting to 45,146,400
H Shares or approximately 10.11% of our total issued share capital immediately following
completion of the Global Offering, are expected to be counted towards the public float upon the
Listing. As a result, over 10% 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(2) of the Listing Rules.
FREE FLOAT
Under Rule 19A.13C of the Listing Rules, a PRC issuer with other listed shares at the time
of listing must ensure that the portion of H shares for which listing is sought that are held by the
public and that are not subject to any disposal restrictions (whether under contract, the Listing
Rules, applicable laws or otherwise) at the time of listing (a) represent at least 5% of the total
number of issued shares in the class to which H shares belong at the time of listing (excluding
treasury shares), with an expected market value at the time of listing of not less than
HK$50,000,000, or (b) have an expected market capitalization of not less than HK$600,000,000.
It is expected that immediately following completion of the Global Offering, the market
capitalization of the H Shares listed on the Stock Exchange that are held by the public and are not
subject to any disposal restrictions at the time of the Listing is not less than HK$887.5 million
(based on the bottom end of the indicative Offer Price range). Accordingly, our Company will be
able to satisfy the requirements under Rule 19A.13C of the Listing Rules.
SOPHISTICATED INVESTORS
Since the establishment of our Company, we have continuously received investments from our
investors both before and after our A Share listing. As of the Latest Practicable Date, we have
identified Junhua No. 1 Fund and E Fund, among our public third-party investors, as our
Sophisticated Investors.
Junhua No. 1 Fund has made meaningful investment to us since December 31, 2023 and E
Fund has made meaningful investment to us since September 30, 2025, and hence each of them has
made meaningful investment to us at least six months before the Listing Date. As of the Latest
Practicable Date, each of Junhua No. 1 Fund and E Fund remained to fulfill the meaningful
investment requirement for Sophisticated Investors. As of December 31, 2025 among our top ten
holders of unrestricted A Shares, (i) Junhua No. 1 Fund held 9,948,767 A Shares, representing
approximately 2.49% of the total issued share capital of our Company as of the Latest Practicable
Date or 2.23% of the total issued share capital of our Company upon Listing; and (ii) E Fund held
10,064,482 A Shares, representing approximately 2.52% of the total issued share capital of our
Company as of the Latest Practicable Date or 2.25% of the total issued share capital of our
Company upon Listing.
Junhua No. 1 Fund
Shenzhen Qianhai Zhongrui Dingsheng Asset Management Co., Ltd. — Zhongrui Dingsheng
Junhua No. 1 Private Securities Equity Fund (ʮ̡ — ʕြཻସ
ёശ1ږ“() Junhua No. 1 Fund ”) is a contract-based private investment fund
established in July 2023 and managed by its fund manager, Shenzhen Qianhai Zhongrui Dingsheng
Asset Management Co., Ltd. (ʮ̡)( “ Zhongrui Dingsheng ”).
Zhongrui Dingsheng is a limited liability company wholly owned by Mr. Shen Tao ( ӏᏹ). To the
best knowledge of the Directors, each of Junhua No. 1 Fund, Zhongrui Dingsheng and Mr. Shen Tao
is an Independent Third Party of the Company.
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Zhongrui Dingsheng is a fund manager managing a number of private investment funds that
specialize in securities investment and has a designated specialized division focusing on
investments in the biopharmaceutical sector. Zhongrui Dingsheng has previously invested in
multiple listed biotech companies including Shanghai Junshi Biosciences Co., Ltd. (stock code:
1877 (Hong Kong Stock Exchange); stock code: 688180 (Shanghai Stock Exchange)), Jiangsu
Hengrui Pharmaceuticals Co., Ltd. (stock code: 1276 (Hong Kong Stock Exchange); stock code:
600276 (Shanghai Stock Exchange)), Bio-Thera Solutions, Ltd. (ʮ̡)
(stock code: 688177 (Shanghai Stock Exchange)) and Chongqing Genrix Biopharmaceutical Co.,
Ltd (ʮ̡) (stock code: 688443 (Shanghai Stock Exchange)). As of
December 31, 2025, Zhongrui Dingsheng has over RMB500 million of assets under management.
E Fund
E Fund Management Co., Ltd. (ʮ̡)( “ E Fund ”) is the largest mutual
fund manager in China with over RMB4.1 trillion of assets under management and invested into our
Company through its contract-based open-ended funds. The shareholders of E Fund include (i)
Guangdong Finance Trust Co., Ltd. (ʮ̡), which is ultimately owned by The
People’s Government of Guangdong Municipality (ִ݁ii) GF Securities Co., Ltd.
(ʮ̡)( “ GF Securities ”), a company listed on the Stock Exchange (stock code:
1776) and the Shenzhen Stock Exchange (stock code: 000776), (iii) Infore Group Co., Ltd (ණ
ʮ̡), which is ultimately owned by He Jianfeng ( Оᄏቜ), each holding 22.65% therein and
being an Independent Third Party. None of the remaining shareholders of E Fund owns 30% or more
equity interest therein. To the best knowledge of the Directors, each of the aforementioned entities
or individual is an Independent Third Party of the Company.
E Fund had invested in multiple listed biotech companies including Jiangsu Hengrui
Pharmaceuticals Co., Ltd. (stock code: 1276 (Hong Kong Stock Exchange); stock code: 600276
(Shanghai Stock Exchange)), Duality Biotherapeutics, Inc. (stock code: 9606 (Hong Kong Stock
Exchange)), Haisco Pharmaceutical Group Co., Ltd. (ʮ̡) (stock code:
002653 (Shenzhen Stock Exchange)), and Shenzhen Salubris Pharmaceuticals Co., Ltd. (ͭ
ʮ̡) (stock code: 2294 (Shenzhen Stock Exchange)).
REASONS FOR THE LISTING
Our Company is seeking a listing of its H Shares on the Hong Kong Stock Exchange, which
will provide an additional fund raising platform for our Company and allow us to raise the capital
required to finance among others, (i) our clinical development trials and pharmaceutical research
of our Core Product; (ii) the research and development of other pipeline products focused on
oncology and age-related diseases with significant clinical needs; (iii) commercialization of our
products. For details, see — “Future Plans and Use of Proceeds” and “Business — Our Product
Pipeline.”
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SHAREHOLDING STRUCTURE IMMEDIATELY PRIOR TO THE GLOBAL OFFERING
The following chart sets forth our shareholding structure and subsidiaries immediately prior to the Global Offering:
Mr. Tang(1)
Zhongjun
Jianlong(2)
Zhenzhu
Investment(2)
Langrun
Investment
Consultancy
Langrun Equity(3)
Our Company
(PRC)
Destiny
Biotech
(PRC)
Mabwell (Chongqing)
Biopharma Co., Ltd.
(ʮ̡)(8)
(PRC)
T-mab Bio
Pharma
(PRC)
Beijing
Kohnoor
(PRC)
Jiangsu
Mabwell
(PRC)
Langrun
Mabwell
(PRC)
Mabwell Bioscience
Industrial Co., Limited
(ʮ̡)
(Hong Kong)
Mabwell
Health
Pharmaceutical
(PRC)
MABWELL
SINGAPORE
PTE. LTD.
(Singapore)
Dr. Liu(4) Other A
Shareholders(5)
Ms. Chen(1)
11.70%
88.30%
2.12% 10.56%
5.01%
100%
83.44%
100% 100% 100% 100% 100% 100% 100%
1.70% 0.49%
0.10%
79.92% 19.98%
35.18% 3.78% 53.84%
Mabwell U.S.
(U.S.)
MabwellVision
(PRC)
Maiwei Lishui
(PRC)
PUREmab(6)
(PRC)
Nanjing
NovoAcine(7)
(PRC)
Shanghai
Junshikang(11)
(PRC)
100% 100% 100% 100% 100%
Lianwei
Xiechuang(10)
99%GP
80%
Lianwei
Chuangyuan(9)
82%
Lianwei
Chuanghe
100%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Notes:
(1) Mr. Tang and Ms. Chen are spouses. For details of Mr. Tang, see “Directors and Senior Management — Board of Directors.” For details of Ms. Chen, see “R elationship with Our Controlling
Shareholders — Our Controlling Shareholders.”
(2) Each of Zhongjun Jianlong and Zhenzhu Investment is an Employee Incentive Platform and a limited partnership controlled by Mr. Tang by virtue of hi s position as their respective sole
general partner. For details of Zhongjun Jianlong and Zhenzhu Investment, see “— Employee Incentive Platforms” above.
(3) Langrun Equity is a limited partnership owned by Mr. Tang and Ms. Chen as limited partners and Langrun Investment Consultancy as sole general partn er. For details, see “Relationship
with Our Controlling Shareholders — Our Controlling Shareholders.”
(4) Dr. Liu is an executive Director. For details of Dr. Liu, see “Directors and Senior Management — Board of Directors.”
(5) None of such A Shareholders held more than 5% interests in our Company as of the Latest Practicable Date.
(6) On 22 September 2025, our Company, PUREmab (our wholly-owned subsidiary) and two individual investors, namely Mr. Xiong Xiaogang (࡝and Ms. Wu Jun (ࠏestablished
Chongqing Shouyi Pharmaceutical Information Consulting Partnership Enterprise (Limited Partnership) (ፔ༔ΥྫΆุ(Υྫ)) (“ Shouyi ”), a limited partnership in
the PRC. It had not commenced any business operations and no capital contribution was made by any of its partners thereto as of the Latest Practicable Da te.
(7) As of the Latest Practicable Date, the remaining 20% equity interest in Nanjing NovoAcine was owned as to approximately 8.5%, 4.5%, 4.5%, and 2.5% b y Mr. ZHANG Tao ( ੵᥳ), Mr.
XIONG Xinhui ( ဤอሾ), Mr. ZHONG Kai ( ΀น), and Mr. WU Wei ( юਃ), respectively, each of whom is, to the best knowledge of our Directors, an Independent Third Party with the
exception of Mr. Zhang Tao. Mr. Zhang Tao is the director and general manager of Nanjing NovoAcine.
(8) As of the Latest Practicable Date, the remaining approximately 16.56% equity interest in Mabwell (Chongqing) Biopharma Co., Ltd. was owned by Cho ngqing Zhongxin Pharmaceutical
Health Private Equity Investment Fund Partnership (Limited Partnership) (ΥྫΆุ(Υྫ)), which, to the best knowledge of our Directors, is
an Independent Third Party.
(9) Lianwei Chuangyuan (Shanghai) Biotechnology Co., Ltd. (௴๕(ɪऎ)ʮ̡), a limited liability company incorporated in the PRC on November 20, 2025 and a subsidiary
of our Company which was held as to 82% by our Company and 18% by Lianwei Xiechuang.
(10) Shanghai Lianwei Xiechuang Biopharmaceutical Information Consulting Partnership Enterprise (Limited Partnership) (ፔ༔ΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on November 11, 2025 with its sole general partner being PUREmab holding 99% partnership and its sole limited partn er being the Company holding
1% partnership, respectively.
(11) Shanghai Junshikang was a limited liability company incorporated in the PRC on December 2, 2021 by our Company (holding as to 51% equity interest t herein) and Junshi (holding as
to 49% equity interest therein). On April 10, 2026, Junshi transferred all its 49% equity interest to our Company at nil consideration as the correspon ding registered capital was not paid
up (the “ Junshikang Transfer ”), after which Shanghai Junshikang became a wholly-owned subsidiary of our Company. Since its establishment and up to the date of the Prospectus, all
of the total assets, total liabilities, net profit and total revenue of Shanghai Junshikang was nil.
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SHAREHOLDING STRUCTURE IMMEDIATELY FOLLOWING THE COMPLETION OF THE GLOBAL OFFERING
The following chart sets forth our shareholding structure and subsidiaries immediately following the completion of the Global Offering:
Mr. Tang(1)
Zhongjun
Jianlong(2)
Zhenzhu
Investment(2)
Langrun
Investment
Consultancy
Langrun Equity(3)
Our Company
(PRC)
Dr. Liu(4) Other A
Shareholders(5)
Ms. Chen(1)
11.70%
88.30%
2.12% 10.56%
4.48%
100% 100% 100% 100% 100% 100% 100% 100%
1.52% 0.45%
0.10%
79.92% 19.98%
31.46% 3.38% 48.16% 10.55%
H Shareholders
Destiny
Biotech
(PRC)
Mabwell (Chongqing)
Biopharma Co., Ltd.
(ʮ̡)(8)
(PRC)
T-mab Bio
Pharma
(PRC)
Beijing
Kohnoor
(PRC)
Jiangsu
Mabwell
(PRC)
Langrun
Mabwell
(PRC)
Mabwell Bioscience
Industrial Co., Limited
(ʮ̡)
(Hong Kong)
Mabwell
Health
Pharmaceutical
(PRC)
MABWELL
SINGAPORE
PTE. LTD.
(Singapore)
83.44%
100% 100% 100% 100% 80%
Mabwell U.S.
(U.S.)
MabwellVision
(PRC)
Maiwei Lishui
(PRC)
PUREmab(6)
(PRC)
Nanjing
NovoAcine(7)
(PRC)
Shanghai
Junshikang
(PRC)
Lianwei
Xiechuang(10)
99%GP
Lianwei
Chuangyuan(9)
82%
Lianwei
Chuanghe
100%100%
Note: See notes (1) to (11) of the sub-section headed “— Shareholding Structure Immediately prior to the Global Offering” above for details.
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OVERVIEW
Founded in 2017, we are a pharmaceutical company in China recognized for our ability to
innovate in drug development and for our end-to-end capabilities from drug discovery to
commercial sales. The A Shares of our Company have been listed on the Shanghai Stock Exchange
STAR Market (stock code: 688062) since January 2022. We mainly focused on developing drugs
internally for oncology, immunology, ophthalmology and orthopedics. We have built a pipeline
portfolio consisting of 4 commercialized products and 10 drug candidates (1 in NDA stage, 8 in
clinical stage and 1 in preclinical stage) with various modalities, including one self-developed Core
Product 9MW2821 (bulumtatug fuvedotin) (“BFv”), a Nectin-4 targeting ADC drug candidate. As
of the Latest Practicable Date, 9MW2821 was the most advanced among all Nectin-4 targeting
ADCs for urothelial carcinoma (“ UC”) developed in China in terms of clinical development stage
and only second to Padcev. 9MW2821 was also the first Nectin-4 targeting ADC globally to enter
a pivotal Phase III trial for cervical cancer (“ CC”). We are currently conducting multiple clinical
trials on 9MW2821, including among others, (i) Phase III trials of 9MW2821 in UC, (ii) a Phase
III trial of 9MW2821 in CC, (iii) a Phase II trial of 9MW2821 in triple negative breast cancer
(“TNBC ”); and (iv) a Phase II clinical trial of 9MW2821 in advanced EC. Our pipeline focuses on
innovative drugs, while maintaining a balance with established mechanisms:
Innovative drugs
ADCs : antibody-drug conjugates (“ ADCs ”) are a critical component of our pipeline. Our Core
Product 9MW2821 is the product of our ADC technologies and our expertise in the field. Beyond
9MW2821, we are also advancing ADC candidates addressing other targets, including 7MW3711,
a B7-H3 targeting ADC and 7MW4911, a CDH17 targeting ADC.
Other differentiated modalities : we have established a product pipeline of monoclonal
antibodies (“ mAbs ”), fusion proteins and small molecules. They include 9MW3811, a humanized
mAb targeting IL-11 for fibrosis-related diseases and cancer; 9MW1911, the first domestically
developed drug candidate approved for clinical development in China targeting ST2; 9MW3011, a
recombinant humanized TMPRSS6 targeting mAb among the leading TMPRSS6-targeting therapies
in terms of development status globally.
Commercialized drugs : we have commercialized four products, Mailishu (for orthopedics),
Maiweijian (for oncology), Mailisheng (for febrile neutropenia) and Junmaikang. In 2024 and 2025,
the sales revenue of Mailishu amounted to RMB124.4 million and RMB202.8 million, respectively.
Our Technology Platforms
We have established four core ADC technologies for which we possess proprietary intellectual
property (“ IP”) rights: DARfinity, our self-developed site-specific conjugation process; IDconnect,
an optimized design of linker molecules, which bridge antibody and toxins, to achieve more stable
linkage between the antibody and toxins; Mtoxin, a class of camptothecin-based novel toxic
molecules that are used as the “warhead” in the ADC to kill the targeted cells; and LysOnly, a
structure that allows conditional release of toxins to improve the overall safety and efficacy profile
of the ADC. These four proprietary technologies constitute the backbone of our site-specific
conjugation ADC development platform Interchain-Disulfide Drug Conjugate (“ IDDC ”), allowing
us to develop optimized ADCs with better uniformity, stability, purity and a potentially superior
efficacy and safety profile.
We have developed and continually upgraded other technology platforms: the integrated
high-efficiency antibody discovery platform and T-cell engager (“ TCE”)-based bi/tri-specific
antibody development platform. The TCE-based bi/tri-specific antibodies developed by our
platforms specifically bind to tumor-associated antigens and the T-cell CD3 epitope simultaneously.
This mechanism activates T-cell-mediated immune responses to induce tumor cell killing. The TCE
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technology activates and utilizes patients’ own immune systems instead of using cytotoxic drugs,
which could potentially improve drug tolerance and clinical benefits, and overcome the limitations
of the existing treatment options by providing wider therapeutic windows.
OUR STRENGTHS
An innovative pharmaceutical company in China with end-to-end capabilities, aiming to
address substantial global clinical needs in oncology and age-related diseases
Meticulously planned product development strategies to propel our growth
Throughout our R&D efforts, we focus on creating differentiated products that effectively
address clinical challenges. For instance, to overcome limitations of treatment in UC, TNBC, CC
and EC, we have developed our 9MW2821, a next-generation ADC targeting Nectin-4, either as a
monotherapy or as a backbone in combination therapies. 9MW2821 has shown a potentially
superior efficacy in UC patients compared to Padcev. 9MW2821 is also a potential best-in-class
Nectin-4 targeting ADC in TNBC, CC and EC.
Our development efforts navigate the competitive market landscape by prioritizing innovation
and product differentiation. Many of our pipeline products address promising yet less explored
targets. Our key product 9MW1911 is a ST2 targeting mAb designed to treat COPD, asthma and
atopic dermatitis. As of the Latest Practicable Date, globally there were no approved biologic
therapies for COPD with non-Th2 pathway phenotype. 9MW1911 is the first domestically-
developed large molecule targeting non-Th2 pathway with most advanced clinical development
stage in China. 9MW3811 is a humanized mAb targeting IL-11 for fibrosis-related diseases and
cancer. We applied chemical modifications Fc region of 9MW3811 to reduce the possible risk of
Fc-mediated toxicity and extend its half-life.
Comprehensive end-to-end capabilities as our distinguishing feature
Our fundamental biological research enabled us to build a product pipeline targeting multiple
therapeutic areas with a variety of molecular mechanisms and modalities. In addition, we have
developed and continually upgraded our technology platforms: the ADC drug development
platform, the integrated high-efficiency antibody discovery platform, and TCE-based bi/tri-specific
antibody development platform.
Moreover, we have been establishing and optimizing scale-up manufacturing capacity and
commercialization capabilities. Our Jiangsu Taizhou ADC Manufacturing Facility, spanning over
50,000 square meters, has two ADC antibody substance production lines, two ADC substance
production lines and one ADC product formulation production line. Meanwhile, we have
established our Jiangsu Taizhou Manufacturing Facility, a pilot and commercial manufacturing site
for antibodies and recombinant proteins, compliant with the GMP standards of China and EMA
GMP standards of the European Union. Additionally, we have established the Shanghai Jinshan
Manufacturing Facility, compliant with the EMA GMP standards of the European Union, which
includes clinical trial drug production, commercial production and other stages of antibody drugs
from the drug substance to sterile preparations. For details, see “Business — Chemistry,
Manufacturing & Controls (“CMC”).”
Moreover, we have demonstrated strong commercialization capabilities. As of December 31,
2025, we had established a comprehensive and highly professional marketing network in China,
along with a distribution network covering over 327 cities and regions in China, reaching more than
8,000 hospitals and institutions nationwide. This network overlaps with our late-stage drug
candidates in therapeutic areas and jurisdictions. Internationally, we have launched our products in
developed countries and emerging markets, primarily through licensing and collaboration
arrangements.
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Innovative and clinically advanced ADC products with best-in-class potential derived from
proprietary ADC technologies
Remarkable expertise in developing ADCs
Our innovation in antibody conjugation technology is a core advantage in the ADC field. We
have established four core ADC technologies for which we possess proprietary IP rights: DARfinity,
which is our self-developed site-specific conjugation process; IDconnect, which is an optimized
design of linker molecules, which bridge antibody and toxins, to achieve more stable linkage
between the antibody and toxins; Mtoxin, a class of camptothecin-based novel toxic molecules that
are used as the “warhead” in the ADC to kill the targeted cells, as well as LysOnly, a structure that
allows conditional release of toxins to improve the overall safety and efficacy profile of the ADC.
9MW2821, a potentially best-in-class Nectin-4 targeting ADC
We have in-house developed our Core Product 9MW2821 designed to address multiple tumor
types. 9MW2821 was conferred the BTD in August 2024 by the NMPA for the treatment of locally
advanced or metastatic UC that has failed previous platinum-based chemotherapy and PD-(L)1
inhibitor therapy. 9MW2821 in combination with toripalimab was conferred the BTD in January
2025 by the NMPA for the treatment of treatment-naïve, unresectable, locally advanced or
metastatic UC. 9MW2821 also received FTD from the FDA for the treatment of recurrent or
metastatic CC progressed on or following prior treatment with a platinum-based chemotherapy
regimen, advanced, recurrent, or metastatic esophageal squamous cell carcinoma (a type of EC),
and locally advanced or metastatic TNBC. For EC, 9MW2821 was also granted ODD by the FDA.
Currently, we are conducting several Phase III clinical trials of 9MW2821 in China, including
as a monotherapy for locally advanced or metastatic inoperable UC, in combination with
toripalimab for unresectable locally advanced or metastatic UC, and as a monotherapy for advanced
or metastatic CC. We are also conducting a Phase I study for 9MW2821 as a monotherapy for TNBC
in the U.S.
Broader ADC layout
We have built a diverse set of innovative ADCs, including 7MW3711 and 7MW4911 that each
addresses a different tumor-associated antigen. Both candidates leverage our Mtoxin and LysOnly
technologies to enable targeted payload release and reduce off-target toxicity, which render them
potentially superior to the mainstream existing ADC products.
7MW3711 is a B7-H3 targeting ADC for the treatment of advanced solid tumors. In preclinical
safety studies in cynomolgus monkeys, 7MW3711 showed good tolerance and pharmacokinetic
properties. Preliminary non-human primate toxicology studies indicate its targeted toxicity and
off-target toxicity are effectively controlled, with no significant gastrointestinal or hematological
toxicity observed, demonstrating good safety and tolerability. The NMPA approved the IND
application in July 2023 for a clinical trial of 7MW3711 in patients with advanced solid tumors. The
FDA approved the clinical development of 7MW3711 in the U.S. in February 2024 and granted the
ODD for the treatment of small cell lung cancer in July 2024. We initiated two Phase I/II clinical
trials in China of 7MW3711 as monotherapy in patients with advanced solid tumors in August 2023
and September 2023, respectively. In February 2026, we initiated a Phase Ib/II clinical trial of
7MW3711 in combination JS207 or JS207 and anti-tumor therapeutics in patients with advanced
solid tumors.
7MW4911 is a next-generation ADC that specifically targets CDH17, a cell adhesion protein.
7MW4911 integrates a novel mAb (Mab0727), an innovative linker, and the proprietary MF-6
payload, a potent DNA topoisomerase I inhibitor designed to overcome common resistance
mechanisms in cancer cells. The antibody shows high specificity for CDH17, rapid internalization
capabilities, and cross-reactivity with both human and monkey CDH17 antigens at moderate
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affinity. The MF-6 payload further enhances 7MW4911’s efficacy by providing robust plasma
stability, controlled drug release, and potent bystander effects on surrounding tumor cells.
Preclinical studies have demonstrated that 7MW4911 binds efficiently to CDH17 on tumor cells,
triggers rapid internalization, and selectively releases its cytotoxic payload, minimizing damage to
normal tissues. For 7MW4911 monotherapy, we initiated a Phase I clinical trial in China and a
Phase I/II clinical trial in the U.S. targeting advanced solid tumors in November 2025 and January
2026, respectively.
A competitive and evolving drug pipeline with significant market potential beyond ADCs
9MW3811, a humanized IL-11 targeting mAb for the treatment of fibrosis-related diseases and
cancer
9MW3811 is a Class 1 biological product that we developed in-house for the treatment of
idiopathic pulmonary fibrosis, advanced malignant tumors and pathological scars. With a high
binding affinity and strong neutralizing activity toward IL-11, 9MW3811 may effectively block the
downstream signaling pathway mediated by IL-11, thereby intervening in the pathological process
involved in certain chronic inflammation and fibrosis-related diseases. We completed two Phase I
clinical trials in healthy participants in Australia and China. Both clinical trials demonstrated a
favorable safety profile and a half-life of up to 30 days of 9MW3811 in humans. In December 2025,
we initiated clinical trials of 9MW3811 targeting pathological scars in China, making it the first
clinical stage drug candidate targeting IL-11 for the treatment of pathological scars.
9MW1911, a ST2 targeting mAb for autoimmune indications
Our key product 9MW1911 is an innovative mAb developed using our high-efficiency B
lymphocyte screening platform. It targets ST2 to block the IL33/ST2 pathway and is designed to
treat COPD, asthma and atopic dermatitis.
We have completed the first in-human trial of 9MW1911, which demonstrated 9MW1911 is
well-tolerated at the prescribed doses in healthy participants, with no evidence of ADA response and
exhibiting linear pharmacokinetic characteristics except low dose group. We are conducting a Phase
Ib/IIa clinical trial and a Phase II clinical trial of 9MW1911 for COPD in China. As of the Latest
Practicable Date, the clinical progress of 9MW1911 in COPD was the second most advanced among
ST2 targeting products globally. In December 2025, the FDA granted the IND approval to conduct
a Phase IIa clinical trial of 9MW1911 targeting COPD in the U.S.
9MW3011, a TMPRSS6 targeting mAb for rare diseases
9MW3011 is among the leading TMPRSS6-targeting therapies in terms of development status
globally. Targeting TMPRSS6 may have therapeutic effects in various iron metabolism disorders,
such as polycythemia vera. We have completed the first-in-human clinical trial of 9MW3011 in
healthy participants. The results indicated good safety and tolerability, with no serious adverse
events, and pharmacodynamic indicators suggested a trend of reduced serum iron levels and
transferrin saturation post-administration. The results were presented in the 2024 European
Hematology Association Annual Meeting. As of the Latest Practicable Date, we were conducting
two Phase Ib clinical trials in China to investigate the safety, tolerability, pharmacokinetics,
pharmacodynamics, and immunogenicity of 9MW3011 in patients with polycythemia vera.
We entered into an exclusive license agreement in January 2023 with Disc, a Nasdaq-listed
clinical-stage pharmaceutical company. Pursuant to the agreement, Disc will have exclusive rights
to develop, manufacture, commercialize, and otherwise develop 9MW3011 in all regions except
Greater China and Southeast Asia. 9MW3011 received the FTD for the treatment of polycythemia
vera from the FDA in September 2023 and the ODD from the FDA in February 2024. In June 2025,
Disc presented updated data from the Phase I clinical trial of 9MW3011 in healthy volunteers at the
European Hematology Association 2025 Annual Congress. In September 2025, Disc initiated a
Phase II clinical trial of 9MW3011 in patients with polycythemia vera.
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1MW5011 (RP901), a small molecule for osteoarthritis
1MW5011 (RP901) exerts bone-protective and osteoarthritis-improving effects by rapidly
converting into N-butyryl glucosamine, thus indirectly enhancing the bioavailability of N-butyryl
glucosamine. N-butyryl glucosamine exerts its bone-protective effects and improvements/
therapeutic benefits for osteoarthritis by increasing articular cartilage anabolism and decreasing
catabolism. 1MW5011 (RP901) features oral administration, portability, good patient adherence,
and other characteristics, which are conducive to long-term treatment. We in-licensed 1MW5011
(RP901) from Risen (Suzhou) Pharmaceutical Technology Co., Ltd. (“ Risen ”) in July 2024.
As of the Latest Practicable Date, patient recruitment was ongoing for a Phase II clinical trial
of 1MW5011 (RP901) for the treatment of knee osteoarthritis. In addition, we initiated a Phase Ib
trial to evaluate its safety, tolerability and preliminary efficacy in patients with knee osteoarthritis
in December 2025.
A collection of technology reserve derived from fundamental research to solidify our
competitive edge
Since 2019, we extensively invested in fundamental research and published 19 peer-reviewed
articles and reports in high-caliber scientific journals, such as European Journal of Medicinal
Chemistry, Communications Biology, Nature Communications, Emerging Microbes & Infections,
Theranostics and JAMA Oncology . Over 54% of the members of our R&D team have advanced
degrees in biology, chemistry, medicine and other relevant scientific fields. We have established and
been continuously upgrading our technology platforms, namely the ADC drug development
platform, integrated high-efficiency antibody discovery platform, and TCE-based bi/tri-specific
antibody development platform. These technology platforms are deeply intertwined to complement
and reinforce each other, facilitating efficient product development and optimizing future research
efforts for a range of product candidates.
A comprehensive commercialization network for developed and emerging markets and
advanced commercialization and business development capabilities
We have built sales and marketing teams and networks tailored to the characteristics of our
marketed, near-commercialized and early pipeline products. As of December 31, 2025, we had
established a comprehensive and highly professional marketing network and team in China, along
with a distribution network covering over 327 cities and regions and over 8,000 hospitals and
institutions nationwide. This network overlaps with our late-stage drug candidates in therapeutic
areas and jurisdictions. Our commercialization and business development efforts also target both
emerging markets and developed countries outside of China, leveraging strategies such as direct
product sales, supplying active ingredients for local packaging, and providing cell lines for local
production. In 2025, Junmaikang and Mailishu received marketing approval in Indonesia and
Pakistan, respectively. For innovative pipeline products, we have established a professional global
business development team primarily focused on licensing arrangements in developed countries. We
have commercialized certain relatively mature products, such as biosimilars, in emerging markets
through licensing and collaboration arrangements. Since 2022, we have entered into multiple
overseas cooperation agreements, with significant commercial revenue sharing. Through these
agreements, we have access to markets in Brazil, Indonesia, Saudi Arabia and other emerging
markets along the Belt and Road Initiative.
We have also devoted efforts in business development activities. We sealed an exclusive
license agreement in January 2023 with Disc regarding 9MW3011, from which we are entitled to
receive up to US$412.5 million in upfront, milestone and royalty payments. In October 2025, we
entered into an exclusive licensing agreement with Kalexo Bio on the R&D of a novel dual-target
siRNA candidate. In June 2025, we entered into an exclusive licensing agreement with Calico
regarding 9MW3811, from which we are eligible to receive over US$600 million in upfront,
milestone and royalty payments. We look to continue to explore business development opportunities
for our ADC technology platform and innovative pipeline products to realize financial returns even
before the products are commercialized.
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A leadership team with industry experience and capital market support
Our management team boasts deep expertise across the entire pharmaceutical value chain. Mr.
Chunshan Tang and Dr. Datao Liu bring decades of experience in the pharmaceutical industry.
Our current R&D executives cover all aspects of the drug development process. Dr. Hai Wu,
our president of R&D, oversees our overall R&D efforts and manages global business development
collaborations. Dr. Xin Du, our chief scientific officer, is responsible for scientific foundations and
target discovery, leading a team in exploratory research on hematology and oncology at our San
Diego laboratory. Dr. Yinhan Guo, our Chief R&D officer, managing the organization of R&D
across the entire pipeline and process, coordinates our portfolio management and project
management. Dr. Shuhai Wang, our chief medical officer, oversees clinical medicine and
operations. Dr. Xun Gui is in charge of early innovation and molecular discovery. Dr. Shanshan Y u
is responsible for drug registration affairs and pharmacovigilance management.
Our executive team members beyond our R&D management team also possess industry
experience pivotal in supporting our rapid and efficient operations. Mr. Huiguo Hu, our executive
Director, deputy general manager, and secretary of the Board, is responsible for international
affairs, securities affairs, investor relations, and legal matters. He has experience in navigating the
regulatory landscape in China and the U.S., having worked at multiple prominent companies and
led the submission of drug applications with authorities in various major jurisdictions
internationally. Mr. Jun Hua, our chief financial officer, is responsible for all financial-related work.
He has held positions at Henlius, Roche, and Johnson & Johnson, bringing rich experience in
financial management within commercialized systems. Mr. Ni Hua oversees our industrialization
and construction efforts. He previously held senior positions in multiple domestic pharmaceutical
companies and research institutions, such as Sunshine Guojian. Mr. Han Li is responsible for
domestic marketing, with experience in large-scale team management and strong academic
promotion capabilities. He is responsible for the construction of large-scale manufacturing bases for
antibody-related drugs. He previously led the construction of the antibody drug base, demonstrating
outstanding capabilities in industrialization construction. Ms. Xi Chen is primarily responsible for
government relations, human resources, and public relations. She held senior positions at
well-known Fortune 500 multinational companies, including Roche, GE, and Thermo Fisher, and
comprehensively manages corporate governance and administrative affairs.
We successfully listed on the STAR Market of the Shanghai Stock Exchange in 2022. Our
stock was included in the FTSE Global Equity Index in March 2024. We believe that our strong
market performance is a testament to our innovative R&D capabilities and the caliber of our
leadership team.
OUR STRATEGIES
Advance the clinical development of our Core Product 9MW2821 for the treatment of multiple
cancers toward commercialization
We aim to rapidly advance 9MW2821 through various clinical development programs for
multiple indications to achieve marketing approval at a fast pace.
UC. We are conducting the Phase III clinical trial of 9MW2821 for the treatment of locally
advanced or metastatic inoperable UC as a second or later line therapy in China and plan to conduct
the interim analysis in the second half of 2026 and then submit an NDA to the NMPA with the
interim analysis results. We are also conducting the Phase III clinical trial of 9MW2821 in
combination with toripalimab in first-line unresectable locally advanced or metastatic UC and plan
to conduct the interim analysis in second half of 2026. We plan to submit an NDA for the
combination therapy to the NMPA with the interim analysis results in 2027 and complete the trial
and conduct the final analysis in 2028. Concurrently with this trial, we initiated a Phase II factorial
study to compare efficacy of 9MW2821 as a monotherapy and as a combination therapy with
toripalimab to support its NDA registration in 2024. In addition, we intend to explore the efficacy
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of 9MW2821 as a combination therapy with toripalimab in UC in the perioperative period. We
obtained the IND approval for this trial from NMPA in November 2024, and we initiated a Phase
II clinical trial of 9MW2821 as a combination therapy with toripalimab in the perioperative period
for UC in China in June 2025.
TNBC . We are currently conducting a Phase II trial to evaluate the efficacy and safety of
9MW2821 as monotherapy in TNBC patients with resistance to topoisomerase inhibitors based
ADC or in combination with toripalimab in patients with locally advanced or metastatic TNBC in
China. We expect to complete the Phase II trial in the first half of 2027. We plan to advance
9MW2821 to a Phase III clinical trial as a second or later line monotherapy for the treatment of
advanced TNBC in patients with resistance to topoisomerase inhibitors based ADC in China and
expect to complete it in 2028. In the U.S., the FDA issued study may proceed letter in July 2022
based on our IND application for Nectin-4 positive metastatic solid tumors and we submitted to the
FDA the protocol amendment for 9MW2821 monotherapy for the treatment of TNBC in patients
with resistance to topoisomerase inhibitors based ADC in December 2024. The FDA approved the
protocol amendment for 9MW2821 on March 12, 2025. We initiated a Phase I study for 9MW2821
as monotherapy in TNBC patients with resistance to topoisomerase inhibitors based ADC in the
U.S. in August 2025 and plan to conduct a global multi-center Phase II or Phase III clinical trial
as monotherapy in TNBC patients with resistance to topoisomerase inhibitors based ADC.
CC. We are conducting the Phase III clinical trial of 9MW2821 as a monotherapy for the
treatment of recurrent or metastatic CC who have failed platinum-based double-drug chemotherapy
as a second or third line treatment. We anticipate conducting the interim analysis in the second half
of 2026 and submit an NDA to the NMPA with the interim analysis results in the first half of 2027.
In addition, we initiated a Phase Ib/II clinical trial that investigates 9MW2821 as a combination
therapy with other anti-tumor treatments in patients with advanced gynecological malignancy
including CC in China in April 2025 and expect to complete it in the second half of 2026 based on
the primary endpoint. Thereafter, we plan to initiate a Phase III clinical trial of the combination
therapy.
EC. We will continue to explore 9MW2821 as a combination therapy with other anti-tumor
treatments for the first-line treatment of EC. We have initiated a Phase Ib/II clinical trial in June
2025 in China and plan to complete it in the first half of 2027. Thereafter, we may initiate a Phase
III clinical trial for the combination therapy.
Advanced malignant solid tumors . A Phase II clinical trial to explore 9MW2821 as a
combination therapy with JS207 for the treatment of advanced malignant solid tumors was initiated
in September 2025 in China.
Advance and expand other pipeline products focused on oncology and age-related diseases
with significant clinical needs
We intend to rapidly advance the clinical development of our other oncology-focused pipeline
products. In particular, we will advance two Phase I/II clinical trials of 7MW3711 in patients with
advanced solid tumors. We expect to complete those clinical trials in the first half of 2027. For
7MW4911, we initiated a Phase I clinical trial in China and a Phase I/II clinical trial in the U.S.
targeting advanced solid tumors in November 2025 and January 2026, respectively. For 9MW3811,
we initiated clinical trials of targeting pathological scars in December 2025.
In addition, we will keep optimizing technologies addressing key aspects of ADC product
development, including site-specific conjugation technologies and linker technologies, as well as
developing novel types of payload molecules with a better balance of toxicity and tolerance. In
response to the aging population in China and globally, we will continue to develop and expand a
differentiated drug portfolio with significant clinical value in age-related diseases, particularly
autoimmune diseases, bone diseases, and rare diseases.
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We will continue advancing the Phase Ib/IIa clinical trial of 9MW1911 for COPD and
anticipate completing it in the first half of 2026. We initiated the Phase II trial in July 2025 and
expect to complete last patient last visit in the second half of 2027. Thereafter, we will communicate
with the NMPA regarding a Phase III clinical trial and initiate it in 2028. We may also explore other
diseases with ST2 as a key pathogenic driver. We also intend to explore the efficacy of 1MW5011
(RP901) for treating osteoarthritis, including by advancing the Phase II clinical trial in patients with
knee osteoarthritis and completing it in 2028.
For rare diseases, we intend to complete two Phase Ib clinical trials in China for 9MW3011
in patients with polycythemia vera in the first half of 2027. In September 2025, a Phase II clinical
trial of 9MW3011 for polycythemia vera was initiated in the U.S.
Strategically advance our commercialization network and business development efforts
tailored to different markets, aiming to fulfill the increasing demand worldwide
We have established an effective marketing network in China, focusing on chronic diseases
and oncology, and assembling dedicated commercialization and business development teams.
Through a multi-product line approach, we aim to enhance product promotion coverage, improve
market expansion efficiency through precise product line management, and cultivate the capability
to introduce new products in the future. Concurrently, we are advancing the domestic
commercialization process of Mailishu, Maiweijian, Mailisheng and Junmaikang. We are
collaborating with government entities to expand the coverage of our commercialized products,
aiming to provide affordable preventive medications, particularly for elderly population. We will
also actively organize and participate in academic conferences to publicize our clinical results to
promote awareness of our brand and products.
For emerging markets, we are continuing to advance mature products, particularly biosimilars,
through various collaborative models. This approach aims to expedite local registration and sales
of such drugs and facilitate local production in some jurisdictions. For developed countries, we
leverage our efficient innovation discovery system and robust development capabilities to seek and
deepen strategic partnerships.
INTERCHAIN-DISULFIDE DRUG CONJUGATE PLATFORM
A Proprietary ADC Technology Platform Achieving Better Uniformity, Stability and Purity
Our IDDC platform leverages two third-generation, patent-pending antibody conjugation
technologies. Its process creates a more uniform and superior product than other site-specific
methods, improving PK, pharmacological, and toxicological profiles through stable quality and
homogeneity.
Source: Company information
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The IDDC platform consists of four components: (i) DARfinity technology; (ii) IDconnect
technology; (iii) LysOnly technology; and (iv) Mtoxin payload technology.
DARfinity solves the key limitation of conventional random conjugation, where payloads
attach at various sites, creating a heterogeneous mix with inconsistent DAR. This variability
compromises efficacy and safety. DARfinity enables precise, site-specific conjugation by selecting
predetermined attachment sites, ensuring nearly all ADC molecules are identical in structure and
drug loading. The result is that over 95% of molecules are the primary species with a DAR of 4.
This species demonstrates exceptional purity: 99% by size-exclusion chromatography and 97.3% by
hydrophobic interaction chromatography (“HIC”). This performance far exceeds a leading
competitor’s non-site-specific DAR4 ADC, which achieved only 43% HIC-measured purity.
Prolonged ADC and intratumor MMAE concentration achieved by DARfinity
DARfinityTM ADC (in blood)
Industry Competitor MMAE (intratumor)
Industry Competitor MMAE (in blood)
DARfinityTM MMAE (intratumor)
DARfinityTM MMAE (in blood)
DARfinityTM TAB (in blood)
Source: Company information
IDconnect is a site-specific linker technology engineered to inhibit thiol-Michael addition
exchange, a process that causes premature payload release and ADC depletion. Its aromatic ring
design features a self-hydrolyzing structure to overcome the instability of conventional maleimide-
based linkers, whose thioether bonds can reverse under acidic or enzymatic conditions. The linker
utilizes a bis-substituted maleimide that reacts with the four interchain disulfide bonds of a reduced
antibody, producing an ADC with a uniform DAR of 4. A key innovation is the engineered
difluorophenyl hydrolyzed structure, which facilitates rapid self-hydrolysis of the maleimide. Once
hydrolyzed, the reactive site for thiol-Michael exchange is eliminated, preventing a retro-Michael
reversal reaction with sulfhydryl groups in plasma albumin during circulation. By blocking this
reversal, IDconnect stabilizes the antibody-toxin bond, minimizes toxin release into the
bloodstream, and aims to significantly enhance ADC stability and safety in vivo .
Stellar uniformity of DAR4 species achieved by DARfinity
Source: Fang, Peng, et al. “Development and V alidation of Bioanalytical Assays for the Quantification of 9MW2821, a
Nectin-4-Targeting Antibody-Drug Conjugate.” Journal of Pharmaceutical and Biomedical Analysis, vol. 248, 2024, pp.
116318, doi:10.1016/j.jpba.2024.116318.
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As shown in the charts above, the chromatogram of 9MW2821 in hydrophobic interaction
chromatography showed a highly homogenous DAR distribution of DAR 4.
IDconnect strengthens the linkage between antibody and toxins
Time (hr)
0 50 100 150 200 250 300 350 400
0.0
0.2
0.4
0.6
0.8
Free MMAE
retention ratio%
Time (hours)
0 50 100 150 200 250 300 350 400
0
10
20
30
40
50
60
70
80
90
100
Intact ADC
of theoretical
maximum ADC%
MMAE (DARfinity) 5000ng/ml
MMAE (DARfinity) 50000ng/ml MMAE (Company A) 50000ng/ml
MMAE (Company A) 5000ng/ml
Source: Company information
A serum stability study compared 9MW2821 (using IDconnect) to a control ADC. After 14
days in monkey serum, 9MW2821 demonstrated a higher percentage of intact ADC and a lower
percentage of free toxin (MMAE) by ELISA and LC/MS-MS, respectively. This indicates the
IDconnect technology enhances the antibody-toxin linkage, reduces premature payload release, and
may improve both efficacy and safety.
LysOnly is a conditionally cleavable linker structure designed for tumor-specific payload
release. It remains stable in the bloodstream but is selectively degraded by specific enzymes present
within targeted cells. This mechanism aims to keep the ADC intact during circulation, releasing its
cytotoxic payload only at the tumor site to reduce off-target toxicity and improve the therapeutic
window.
Mtoxin is a novel camptothecin-based payload. Preclinical data indicates it provides superior
tumor inhibition and a stronger bystander-killing effect compared to payloads like DXd and SN-38,
attributed to its high membrane permeability. Importantly, this increased antitumor activity was not
associated with greater side effects or reduced tolerability in studies, suggesting Mtoxin can
enhance the overall therapeutic index of ADC products.
The IDDC platform confers key advantages such as improved payload transfer efficiency,
enhanced endocytosis, and bystander-killing effects. By utilizing the DARfinity and IDconnect
platforms, we have developed 9MW2821, an ADC with high DAR homogeneity and low serum
shedding. Furthermore, 7MW3711 leverages all four core IDDC technologies (DARfinity,
IDconnect, LysOnly, and Mtoxin). Preclinical data illustrates enhanced anti-tumor activity for both
candidates. In a NSCLC xenograft model, 9MW2821 at doses of 1, 3, and 10 mg/kg induced a
greater, dose-dependent reduction in tumor volume compared to Padcev at 3 and 10 mg/kg.
Similarly, in a pancreatic cancer model, 7MW3711 at 1, 3, and 10 mg/kg resulted in lower tumor
volumes than DS7300, a B7-H3-targeting ADC candidate.
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9MW2821 vs Padcev 7MW3711 vs DS7300a
Source: Zhou, Wei, et al. “Preclinical Evaluation of 9MW2821, a
Site-Specific Monomethyl Auristatin E-based Antibody-Drug
Conjugate for Treatment of Nectin-4 Expressing Cancers.”
Molecular Cancer Therapeutics, vol. 22, no. 10, 2023, pp. 913-
925, doi:10.1158/1535-7163.MCT-22-0743.
Source: Company information
ADC PRODUCTS DERIVED FROM THE IDDC PLATFORM
Core Product 9MW2821: A Nectin-4 Targeting ADC for the Treatment of Cancer
Mechanism of Action
Nectin-4 plays a crucial role in forming and maintaining adhesion junctions alongside
cadherin. Nectin-4, either independently or in conjunction with other molecules, regulates various
cellular processes such as cell shaping, proliferation, and heterogeneity. Nectin-4 is a tumor-
associated antigen overexpressed in approximately 60% of bladder cancer patients and 53% of
breast cancer patients. Moreover, it is also found in 60% of lung cancer brain metastases and 77%
of ovarian cancer brain metastases. Notably, Nectin-4 exhibits minimal expression in normal adult
tissues, except for human embryonic cells. 9MW2821 specifically binds to Nectin-4 on the surface
of tumor cells, forming an ADC complex. This complex undergoes internalization, entering the
tumor cells where lysosomes and tissue protease B facilitate the release of MMAE. MMAE inhibits
the cell cycle of the tumor cells, impeding their proliferation, and induces apoptosis in the tumor
cells. The diagram below illustrates the design and the MOA of 9MW2821:
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Abbreviations: IDM: interchain disulfide maleimide; P ABC: p-aminocarbamate; MC: maleimide
Market Opportunity and Competition
For the market information of major proposed indications covered by 9MW2821, see
“Industry Overview — Overview of Oncology Drug Market — Major Oncology Indications.” As of
the Latest Practicable Date, Padcev was the only Nectin-4 targeting ADC drug approved in the U.S.
and in China, for the treatment of UC and/or bladder cancer in both jurisdictions. There were twelve
other Nectin-4 targeting ADC drug candidates being clinically developed for the treatment of solid
tumors globally, as of the Latest Practicable Date. For details of the competitive strategy of our
Core Product, see “Business — Commercialization, Marketing and Business Development.”
Competitive Advantages
Unique molecular structure
9MW2821 is conjugated with a two-pair conjugation of a disulfide bond between the
drug-containing linker and the humanized Nectin-4 targeting mAb. Compared to Padcev, 9MW2821
has a stable linker and a uniform DAR. These features make 9MW2821 more stable in blood
circulation, allowing it to be delivered more efficiently to tumor cells.
Better anti-tumor effects compared with competitor
Although no head-to-head study was conducted, 9MW2821 appeared to outperform
chemotherapy and Padcev in clinical trials in patients with UC who had previously received
platinum-based chemotherapy and immune checkpoint inhibitors based on publicly available
information.
Summary of Clinical Trials
Study Number Phase Study Design Sites Subjects Status
Actual Patient
Enrollment
9MW2821-C06 /H1118/H1118III Randomized, open-
label, controlled,
multi-center clinical
study to compare
9MW2821 and
investigator-choice
chemotherapy
China Patients with
locally
advanced or
metastatic
inoperable UC
that is
previously
treated with
platinum-
containing
chemotherapy
and PD-(L)1
inhibitors
Active, ongoing 432
(expected);
396 (as of
March 1,
2026)
9MW2821-C10 /H1118/H1118III Randomized,
controlled,
open-label,
multi-center clinical
study to evaluate
9MW2821 in
combination with
toripalimab versus
standard
chemotherapy in
first-line
China Patients with
unresectable
locally
advanced or
metastatic UC
who have not
previously
received
systematic
treatment
Active, ongoing 468
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Study Number Phase Study Design Sites Subjects Status
Actual Patient
Enrollment
9MW2821-C09 /H1118/H1118III Randomized,
controlled,
open-label,
multi-center clinical
study to evaluate the
efficacy and safety of
9MW2821 as a
second or third line
monotherapy
China Patients with
recurrent or
metastatic CC
who have failed
platinum-based
double-drug
chemotherapy
Active, ongoing 425
9MW2821-C08 /H1118/H1118II Open, multi-center
clinical study to
evaluate the efficacy
and safety of
9MW2821
monotherapy or in
combination with
toripalimab
China Patients with
locally
advanced or
metastatic
TNBC
Active, ongoing 126
9MW2821-C04 /H1118/H1118Ib/II Open, single-arm,
multi-center clinical
study to evaluate
safety and efficacy of
9MW2821 in
combination with
toripalimab
China Patients with
locally
advanced or
metastatic UC
Completed as
primary
endpoints
reached and end
of phase meeting
conducted with
NMPA
52
9MW2821-C03 /H1118/H1118I/IIa First-in-human, open-
label, dose-escalation
and cohort expansion
clinical study to
evaluate safety,
tolerability, PK and
preliminary efficacy
of 9MW2821
China Patients with
advanced solid
tumors
Completed as
primary
endpoints
reached and end
of phase meeting
conducted with
NMPA
298
9MW2821-C14 /H1118/H1118Ib/II Open, multi-center
clinical study to
evaluate the safety,
efficacy, PK and
immunogenicity of
9MW2821
monotherapy or in
combination with
other anti-tumor
treatments
China Patients with
advanced solid
tumors
(including EC)
Active, ongoing 12-48
(expected for
Phase Ib);
53 (as of
March 1,
2026 for
Phase Ib);
140 (expected
for Phase II)
9MW2821-C02 /H1118/H1118I Open-label, multi-
center, dose
randomization study
of 9MW2821
United
States
Patients with
recurrent or
metastatic
TNBC
previously
treated with
ADCs
Active, ongoing 26-52
(expected);
13 (as of
March 1,
2026)
9MW2821-C12 /H1118/H1118Ib/II Open, multi-center
study to evaluate the
safety and efficacy of
9MW2821 in
combination with
other anti-tumor
treatments
China Patients with
advanced
gynecological
cancers
Active, ongoing 15-60
(expected for
Phase Ib);
37 (as of
March 1,
2026 for
Phase Ib);
200 (expected
for Phase II)
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Study Number Phase Study Design Sites Subjects Status
Actual Patient
Enrollment
9MW2821-C13 /H1118/H1118II Open, single-arm,
multi-center study to
explore the safety
and efficacy of
9MW2821 as a
combination therapy
with toripalimab
China Patients with UC
in perioperative
period
Active, ongoing 90
(expected);
33 (as of
March 1,
2026)
9MW2821-C11 /H1118/H1118II Randomized, controlled
Phase II clinical
study to evaluate the
safety, efficacy and
immunogenicity of
9MW2821 as a
monotherapy or in
combination with
toripalimab
China Patients with
locally
advanced or
metastatic UC
Active, ongoing 60
As of the Latest Practicable Date, more than 2,000 subjects had been enrolled in the clinical
trials of 9MW2821. The following sets forth an overview of the key clinical studies of 9MW2821:
9MW2821-C06: A Phase III clinical trial to compare 9MW2821 as a second or later line
monotherapy against investigator-choice chemotherapy in patients with locally advanced or
metastatic inoperable UC that is previously treated with platinum-containing chemotherapy and
PD-(L)1 inhibitors in China sponsored by us
Overview. This study is a randomized, open-label, controlled, multi-center Phase III clinical
trial. The primary objective is to compare the antitumor activity including PFS and OS between
9MW2821 as a second or later line monotherapy and investigator-choice chemotherapy in patients
with locally advanced or metastatic inoperable UC that has been previously treated with
platinum-containing chemotherapy and PD-(L)1 inhibitors.
Trial design. The trial plans to enroll 432 patients with locally advanced or metastatic UC.
Participants will be randomized 1:1 into two groups: a treatment group and a control group. The
treatment group will receive an intravenous infusion of 9MW2821 at 1.25 mg/kg on days one, eight,
and 15 of each 28-day cycle until disease progression, or discontinuation is met. The recommended
dosage of 9MW2821 was selected based on the antitumor activity, tolerability and PK analysis
results of 9MW2821-C03 clinical study. The control group will receive either (i) a docetaxel
infusion at 75 mg/m
2 on day one of each 21-day cycle, or (ii) a paclitaxel infusion at 175 mg/m 2
on day one of each 21-day cycle until disease progression, or discontinuation is met. The primary
endpoints are to evaluate PFS that is assessed by blinded independent central review and OS. The
secondary endpoints include evaluating ORR, DoR, time to response (“ TTR”), DCR, PFS (assessed
by investigators), safety parameters including adverse events (“ AEs”), and serious adverse events
(“SAEs ”) and test marker abnormalities, immunogenicity, and quality of life. We will
systematically perform periodic assessments to evaluate changes in participants’ quality of life,
primarily by self-evaluation of physical symptoms and psychosocial issues throughout the clinical
study period.
The key inclusion criteria include: (i) male or female participants aged between 18 and 75
years; (ii) participants with locally advanced or metastatic disease previously treated with a
platinum-containing chemotherapy regimen and a PD-(L)1 inhibitor; (iii) participants
histopathologically confirmed to have locally advanced or metastatic UC that is not amenable to
radical surgical resection; (iv) participants with an expected survival of at least 12 weeks; and (v)
participants with imaging-confirmed disease progression during or after treatment with the most
recent regimen. The key exclusion criteria include: (i) participants who have received antitumor
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therapy, such as radiotherapy or chemotherapy, within 21 days prior to the first treatment with the
study drug; (ii) participants with clinically significant cardiovascular disease within six months
prior to the first study drug administration; (iii) participants with active autoimmune disease
requiring systemic treatment within the past two years; (iv) participants with substance abuse or
mental illness; or (v) participants with thoracic, abdominal, or pericardial effusion with comorbid
clinical symptoms or requiring puncture and drainage.
Status. In December 2023, we obtained the NMPA IND approval to conduct this trial based
on the results of the Phase I/IIa clinical trial of 9MW2821 targeting advanced solid tumors
(9MW2821-C03). The trial was initiated in December 2023 in China and has completed patient
recruitment. We plan to complete the trial in the second half of 2027.
Efficacy Data. As of October 17, 2024, at a dose of 1.25 mg/kg, 9MW2821 as a monotherapy
in patients with advanced urothelial carcinoma who had previously been treated with platinum-
based chemotherapy and a PD-(L)1 inhibitor achieved an ORR, confirmed objective response rate
(“cORR”), and DCR of 62.2% (95% CI: 44.8%-77.5%), 54.1% (95% CI: 36.9%-70.5%), and 91.9%
(95% CI: 78.1%-98.3%), respectively. The median PFS was 7.4 months (95% CI: 3.8-9.4), the
median DoR was 7.8 months (95% CI: 5.1-13.6), and the median OS was 14.6 months (95% CI:
12.3-18.5). As of April 30, 2025, among 40 evaluable UC patients who received 9MW2821 as
first-line treatment, ORR was 87.5% (95% CI: 73.2%-95.8%), cORR was 80% (95% CI:
64.4%-91.0%), DCR was 92.5% (95% CI: 79.6%-98.4%), median PFS was 12.5 months (95% CI:
6.5-NR), and the mDOR was not yet reached.
9MW2821-C10: A Phase III clinical trial to evaluate 9MW2821 in combination with toripalimab
versus standard chemotherapy as first-line treatment in patients with unresectable locally advanced
or metastatic UC who have not previously received systemic treatment in China sponsored by us
Overview. This study is a randomized, controlled, open-label, multi-center Phase III clinical
study. The primary objective is to evaluate the efficacy of 9MW2821 in combination with
toripalimab versus standard chemotherapy as a first-line treatment in patients with unresectable
locally advanced or metastatic UC who have not previously received systemic treatment.
Trial design. The study enrolled 468 participants with unresectable locally advanced or
metastatic UC who have not previously received systematic treatment. Patients with locally
advanced or metastatic UC will be randomized 1:1 to receive either 9MW2821 at dose of 1.25
mg/kg in combination with toripalimab (240mg) until the protocol criteria for termination of
treatment are met or a maximum of two years or standard chemotherapy (gemcitabine and cisplatin
and/or carboplatin) until a maximum of six weeks. The recommended dosages for the combination
therapy were selected based on the antitumor activity, tolerability and PK analysis results of
9MW2821-C04 clinical study.
The primary endpoints are to evaluate PFS and OS. The secondary endpoints are to assess (i)
ORR, DCR, DoR, PFS; (ii) safety parameters including AEs, and SAEs, and quality of life, vital
signs, physical examination, Eastern Cooperative Oncology Group (“ECOG”) score, laboratory
tests, and electrocardiograms; and (iii) immunogenicity. We will systematically perform periodic
assessments to evaluate changes in participants’ quality of life, primarily by self-evaluation of
physical symptoms and psychosocial issues throughout the clinical study period.
The key inclusion criteria include: (i) male or female patients aged 18 to 80 years; (ii) patients
with histologically confirmed local advanced or metastatic UC; (iii) patients with previously
untreated local advanced or metastatic UC; (iv) patients with the life expectancy for more than 12
weeks; (v) patients with at least one measurable lesion. The key exclusion criteria include: (i)
patients with a history of another malignancy within the past three years; (ii) patients with a history
of autoimmune disease requiring systemic treatment within the past two years; (iii) patients with
any other serious chronic or uncontrolled disease; (iv) patients with a history of clinically
significant cardiac or cerebrovascular diseases or thrombosis within the past six months; and (v)
patients who have undergone major surgery treated within the past 28 days.
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Status. In August 2024, we obtained the NMPA IND approval to conduct this trial based on
the results of the Phase I/IIa clinical trial of 9MW2821 targeting advanced solid tumors
(9MW2821-C03) and the Phase Ib/II clinical trial of 9MW2821 in combination with toripalimab
targeting locally advanced or metastatic UC (9MW2821-C04). We initiated the trial in August 2024
and completed patient enrollment in October 2025. We plan to complete the trial in 2028.
9MW2821-C09: A Phase III clinical study to evaluate 9MW2821 as a second or third line
monotherapy in patients with recurrent or metastatic CC who have failed platinum-based
double-drug chemotherapy in China sponsored by us
Overview. This study is a randomized, controlled, open-label, multi-center Phase III clinical
study. The primary objective is to compare 9MW2821 as a second or third line monotherapy and
investigator-choice chemotherapy in patients with recurrent or metastatic CC who have failed
platinum-based double-drug chemotherapy.
Trial design. The trial plans to enroll approximately 420 patients with recurrent or metastatic
CC who have failed platinum-based double-drug chemotherapy. The patients will be randomized 1:1
to receive either 9MW2821 at 1.25 mg/kg on days one, eight, and 15 of each 28-day cycle, or
investigator-choice single agent chemotherapy (topotecan, gemcitabine or pemetrexed) until disease
progression, or discontinuation is met. The recommended dosage of 9MW2821 was selected based
on the antitumor activity, tolerability and PK analysis results of 9MW2821-C03 clinical study. The
primary endpoint is to evaluate OS. The secondary endpoints are to assess (i) ORR, PFS, DCR,
DOR, TTR; (ii) safety parameters including AEs, and SAEs, and quality of life of patients, vital
signs, physical examination, laboratory tests, and electrocardiograms; and (iii) immunogenicity. We
will systematically perform periodic assessments to evaluate changes in participants’ quality of life,
primarily by self-evaluation of physical symptoms and psychosocial issues throughout the clinical
study period.
The key inclusion criteria include: (i) female patients aged between 18 to 75 years; (ii)
patients with a life expectancy for more than 12 weeks; (iii) patients with at least one measurable
lesion during the screening period; (iv) patients who are suitable to receive the chemotherapy
regimen used in the control group; (v) patients with recurrent or metastatic CC diagnosed
histopathologically, not amenable to radical surgical resection and/or radical radiotherapy, with
pathologic type of squamous cell carcinoma, adenocarcinoma (HPV-associated type), or
adenosquamous carcinoma; (vi) patients who have received a platinum-based chemotherapy with or
without bevacizumab and received no more than two prior systemic therapy in the
metastatic/recurrent setting; and (vii) patients who have experienced radiographic progression
during or after the last treatment regimen. The key exclusion criteria include: (i) patients who
received antitumor therapy such as radiotherapy and chemotherapy within 21 days prior to first
treatment with the study drug; (ii) patients with previous clinically significant cardiovascular
disease within six months prior to the first study dose; (iii) patients with active autoimmune disease
requiring systemic treatment within the past two years; (iv) patients with other malignancy within
three years prior to first treatment with the study drug, except for cured cancer; and (v) patients with
a history of substance abuse or mental illness.
Status. In August 2024, we obtained the NMPA IND approval to conduct this trial based on
the results of the Phase I/IIa clinical trial of 9MW2821 targeting advanced solid tumors
(9MW2821-C03). We initiated the trial in September 2024 and have completed patient recruitment.
We plan to complete the trial in 2027. We plan to conduct an interim analysis of the Phase III
clinical trial for the combination therapy with toripalimab in first-line locally advanced or
metastatic UC and, depending on the conclusion of the interim analysis, submit an NDA application
based on the interim results of the clinical trial in 2027.
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Efficacy Data. As of October 17, 2024, the detection rate of Nectin-4 positive expression in
CC patients was 91.9%, and the detection rate of Nectin-4 3+ was 74.0%. Among the 53 patients
evaluable for efficacy, all had previously received platinum-doublet chemotherapy, 51% had
previously received bevacizumab, and 58% had previously received immune checkpoint inhibitor
therapy. The ORR, cORR, and DCR were 35.8% (95% CI: 23.1%-50.2%), 32.1% (95% CI:
19.9%-46.3%), and 81.1% (95% CI: 68.0%-90.6%), respectively. The mPFS was 3.9 months (95%
CI: 3.7-5.7), medium DOR was 6.3 months (95% CI: 2.1-10.2), and median OS was 16.0 months
(95% CI: 14.0-NR).
9MW2821-C08: A Phase II clinical study to evaluate the efficacy and safety of 9MW2821 as a
monotherapy or in combination with toripalimab in patients with locally advanced or metastatic
TNBC in China sponsored by us
Overview. This is an open-label, multi-center, Phase II clinical trial. The primary objective is
to evaluate the efficacy and safety of 9MW2821, either as a monotherapy or in combination with
toripalimab injection, in patients with locally advanced or metastatic TNBC.
Trial design. We plan to enroll 100-160 patients. This trial consists of two parts. Part I plans
to enroll patients with locally advanced or metastatic TNBC who received taxane or anthracycline-
based chemotherapy and topoisomerase inhibitors based ADC to receive 9MW2821 monotherapy at
1.25 mg/kg on days one and eight of each 21-day cycle, and Part II plans to enroll patients with
locally advanced or metastatic TNBC who had not received prior systemic anti-cancer therapy to
receive 9MW2821 at 1.25 mg/kg on days one and eight and toripalimab (240mg) on day one of each
21-day cycle. The recommended dosages for the monotherapy and combination therapy were
selected based on the antitumor activity, tolerability and PK analysis results of 9MW2821-C03 and
9MW2821-C04 clinical studies, respectively. Patients will receive the treatment until disease
progression, or discontinuation is met. The primary endpoint is to evaluate ORR. The secondary
endpoints are to assess (i) DOR, TTR, DCR, PFS; (ii) OS; (iii) safety parameters including AEs, and
SAEs; (iv) distribution of blood concentrations and PK profile; and (v) immunogenicity.
The key inclusion criteria include: (i) male or female patients aged 18 to 75 years; (ii) patients
with a life expectancy of 12 weeks or more; (iii) patients with histopathologically diagnosed locally
advanced or metastatic TNBC; and (iv) patients with adequate organ functions. The key exclusion
criteria include: (i) patients with a history of interstitial lung disease or pneumonitis, other severe
or uncontrolled disease or central nervous system metastases; (ii) patients with a history of
allogeneic hematopoietic stem cell transplantation or solid organ transplantation; (iii) patients with
an active autoimmune disease requiring systemic treatment within the past two years; (iv) patients
with a history of another malignancy within the past three years before the first dose of study drug;
and (v) patients with pulmonary embolism or clinically significant cardiac or cerebrovascular
diseases within six months prior to the first dose of study drug.
Status. In July 2024, we obtained the NMPA ’s IND approval to conduct this Phase II clinical
trial based on the results of the Phase I/IIa clinical trial of 9MW2821 targeting advanced solid
tumors (9MW2821-C03) and the Phase Ib/II clinical trial of 9MW2821 in combination with
toripalimab targeting locally advanced or metastatic UC (9MW2821-C04). We initiated the trial in
July 2024 and have completed patient recruitment. We plan to complete the trial in the first half of
2027.
Efficacy Data. As of October 17, 2024, 9MW2821, at a dose of 1.25 mg/kg, was used as a
monotherapy in patients with advanced TNBC who had received at least one line of therapy. Among
the 20 efficacy-evaluable patients, ORR, cORR, and DCR were 50.0% (95% CI: 27.2%-72.8%),
50.0% (95% CI: 27.2%-72.8%), and 80.0% (95% CI: 56.3%-94.3%), respectively. The medium PFS
was 5.8 months (95% CI: 2.7-7.4), medium DoR was 4.0 months (95% CI: 2.7-7.6), and the medium
OS was 14.2 months (95% CI: 8.21-NR). Compared with Padcev
® (ORR 19%, PFS 3.52 months,
OS 12.91m), 9MW2821 has shown greater potential and advantages in the treatment of TNBC.
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9MW2821-C04: A Phase Ib/II clinical study to evaluate the safety and efficacy of 9MW2821 in
combination with toripalimab in patients with locally advanced or metastatic UC in China
sponsored by us
Overview. This is an open-label, single-arm, multi-center Phase Ib/II clinical study to evaluate
the safety, tolerability, efficacy, PK and immunogenicity of 9MW2821 in combination with
toripalimab injection in patients with locally advanced or metastatic UC. The Phase Ib study was
primarily designed to assess the safety and tolerability of 9MW2821 in combination with
toripalimab in patients. The Phase II study was primarily designed to assess efficacy of 9MW2821
in combination with toripalimab as first-line treatment of locally advanced or metastatic UC.
Trial design. The trial consists of two parts: the Phase Ib dose escalation part and Phase II
cohort expansion part. Patients in the Phase Ib study will receive an intravenous infusion of
9MW2821 at doses of 1.0 mg/kg, 1.25 mg/kg, or 1.5 mg/kg on days one and eight, in combination
with toripalimab on day one of each 21-day cycle. Patients in the Phase II arm are assigned to
different dose cohorts to receive 9MW2821 based the dose escalation results. The primary
endpoints of the Phase Ib study are to (i) evaluate safety and tolerability measured by dose-limiting
toxicity (“ DLT”), AEs, and SAEs, and (ii) determine the RP2D. The primary endpoints of the Phase
Ib arm were reached in March 2024. The primary endpoint of the Phase II arm is ORR. ORR was
reached in July 2024. The secondary endpoints of the Phase II arm include evaluating antitumor
efficacy measures such as DCR, DoR, TTR, PFS, and OS, as well as PK and immunogenicity.
The key inclusion criteria include: (i) participants aged between 18 and 80 years; (ii)
participants histopathologically confirmed to have locally advanced or metastatic UC that is not
amenable to radical surgical resection; (iii) participants who have failed prior standard therapy or
have not received any prior systemic therapy; and (iv) participants with an expected survival of at
least 12 weeks. The key exclusion criteria include: (i) participants who have received antitumor
therapy, such as radiotherapy or chemotherapy, within 21 days prior to the first treatment with the
study drug; (ii) participants with prior use of PD-1, PD-L1, or PD-L2 inhibitors; (iii) participants
with active autoimmune disease requiring systemic treatment within the past two years; (iv)
participants with substance abuse or mental illness; (v) participants who have undergone a major
surgical procedure (defined as requiring general anesthesia and more than 24 hours of
hospitalization) within 28 days prior to the first study drug treatment.
Status. In April 2023, we obtained the NMPA IND approval to conduct this trial. The trial was
initiated in September 2023. Primary endpoints for the Phase Ib arm were reached in March 2024
and the primary endpoint for the Phase II arm was reached in July 2024. As certain patients remain
progression-free, we will continue to dose them in accordance with ethical requirements and
consistent with standard practices in the oncology industry. We expect to continue to assess the
exploratory endpoints until the second half of 2026. This will not impact the initiation of the Phase
III study (9MW2821-C10), as agreed upon by the NMPA.
9MW2821-C03: A Phase I/IIa clinical study to evaluate the safety, tolerability, PK profile, and
preliminary efficacy of 9MW2821 in patients with advanced solid tumors in China sponsored by us
Overview. This is a first-in-human, open-label, dose escalation and dose expansion Phase I
and the cohort expansion Phase IIa clinical study to evaluate the safety, tolerability, PK, preliminary
antitumor activity and immunogenicity of 9MW2821 in patients with advanced solid tumors. Phase
I study was primarily designed to (i) evaluate the safety, tolerability, PK profile, immunogenicity,
and preliminary efficacy of 9MW2821 in patients with advanced solid tumors; (ii) determine the
maximum tolerated dose (“ MTD”) or maximum administered dose (“ MAD”); (iii) determine the
recommended Phase II dose (“ RP2D ”). The Phase IIa study was primary designed to assess the
preliminary anti-tumor efficacy of 9MW2821 in selected solid tumors.
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Trial design. The trial consists of two parts: the dose escalation and dose expansion Phase I
arm and the cohort expansion Phase IIa arm. Participants in the Phase I study will be divided into
treatment groups receiving doses of 0.33 mg/kg, 1.0 mg/kg, 1.25 mg/kg, and 1.5 mg/kg (based on
the participant’s body weight) on days one, eight, and 15 of each 28-day cycle. Participants in the
Phase IIa arm are assigned to different cohorts to receive 9MW2821 at the RP2D. The Phase I arm
consists of 12 treatment cycles, while the Phase IIa study comprises 24 treatment cycles. The
primary endpoints of the Phase I arm are to (i) evaluate the safety and tolerability of 9MW2821 by
assessing AEs, SAEs, DLT, RP2D, abnormal laboratory values, vital signs, and electrocardiogram
results, (ii) determine the MTD or MAD, and (iii) determine the RP2D. RP2D was determined in
November 2022, based on which we initiated the Phase IIa study. All the primary endpoints of the
Phase I study were reached in August 2024. The primary endpoint of the Phase IIa arm is to evaluate
the ORR of 9MW2821 in selected tumors. ORR for UC was reached in August 2023, and ORR for
CC was reached in February 2024. The secondary endpoints of the Phase IIa study include
evaluating antitumor efficacy measures such as DCR, DoR, TTR, PFS, and OS, as well as PK and
immunogenicity.
The key inclusion criteria include: (i) participants aged between 18 and 80 years; (ii)
participants histopathologically confirmed to have advanced solid tumors (except sarcomas); (iii)
participants with an expected survival of at least 12 weeks; and (iv) participants with at least one
measurable lesion during the screening period. The key exclusion criteria include: (i) participants
who have received antitumor therapy, such as radiotherapy or chemotherapy, prior to the first
treatment with the study drug; (ii) participants who have undergone surgery prior to the first
treatment with the study drug; (iii) participants with active autoimmune disease requiring systemic
treatment within the past two years; (iv) participants with substance abuse or mental illness; or (v)
participants with clinically significant cardiovascular disease within six months prior to the first
study dose.
Status. In October 2021, we obtained the NMPA IND approval to conduct this trial. The trial
was initiated in June 2022. RP2D was determined in November 2022, based on which we initiated
the Phase IIa study. After RP2D was determined, we continued to explore additional data points to
evaluate different dosage regimen. These are helpful data points for development purposes but not
required to initiate the Phase IIa arm, which was primarily based on RP2D. Initiation of the Phase
IIa arm does not require additional communication or approval from the NMPA as the umbrella IND
approval only required communication before any pivotal study. All the primary endpoints of the
Phase I study were reached in August 2024. The primary endpoint for the Phase IIa arm of
9MW2821 in UC patients was reached in August 2023, and the primary endpoint for the Phase IIa
arm of 9MW2821 in CC patients was reached in February 2024. We continue to dose
progression-free patients for ethical reasons and consistent with industry practice, while also
exploring other indications under the Phase IIa arm on a voluntary basis. We expect to complete the
assessment of these exploratory endpoints in the first half of 2026. This will not impact the
initiation of Phase III studies, as agreed upon by the NMPA.
Safety Data. As of January 15, 2024, 260 patients were enrolled with doses ranging from 0.33
to 1.5 mg/kg. Only one out of six patients in the 1.5 mg/kg group experienced DLT (Grade 4
neutropenia lasting more than five days). The MTD was not reached up to 1.5 mg/kg, and the RP2D
was selected as 1.25 mg/kg for tolerance. A total of 240 patients were enrolled at the 1.25 mg/kg
dose. The most common TRAEs in the 1.25 mg/kg dose group ( /H1135020%, all grades; /H113505%, Grade 3
or higher) were: decreased white blood cell count (50.8%, 23.3%), decreased neutrophil count
(46.3%, 27.9%), anemia (43.8%, 8.3%), increased aspartate aminotransferase (42.1%, 2.9%),
increased alanine aminotransferase (35.4%, 2.1%), asthenia (32.1%, 2.9%), rash (30.0%, 5.0%),
decreased appetite (28.8%, 1.3%), nausea (26.7%, 0%), hyperglycemia (25.4%, 2.1%), decreased
platelet count (24.2%, 4.6%), alopecia (24.2%, 0%), hypoaesthesia (22.5%, 1.7%), constipation
(21.3%, 0%), vomiting (20.9%, 1.3%), hypertriglyceridemia (20.4%, 2.1%), and increased
gamma-glutamyltransferase (15.8%, 5.4%).
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Efficacy Data. As of the data cut-off date April 1, 2024, in the Phase I/IIa clinical trial of
9MW2821 at a dosage of 1.25 mg/kg and evaluable for tumor assessment, the ORR was 62.2% (95%
CI: 44.8-77.5) and the disease control rate (“ DCR”) was 91.9% (95% CI: 78.1-98.3) for patients
with advanced UC. The median PFS was 8.8 months (95% CI: 3.8-NR), and the median OS was 14.2
months (95% CI: 10.9-NR).
Although no head-to-head study was conducted, each of the ORR and DoR values appears to
outperform that of Padcev from the EV-201 trial for advanced UC, for which the ORR was 44% and
the medium DoR was 7.6 months based on publicly available information.
As of the data cut-off date of April 1, 2024, the trial had recruited 53 CC patients in a cohort.
All patients had previously received platinum-containing two-agent chemotherapy, with 51%
having received prior bevacizumab and 58% prior immune checkpoint inhibitor therapy. As of the
data cut-off date of April 1, 2024, among the 53 evaluable patients, the ORR and DCR were 35.8%
(95% CI: 23.1-50.2) and 81.1% (95% CI: 68.0-90.6), respectively. The median PFS was 3.9 months
(95% CI: 3.8-5.7), and the OS has not yet been reached, with a 12-month OS rate of 74.6%. For
patients with a high level of Nectin-4 expression (i.e., the Nectin-4 3+ expression), the ORR was
43.6% (95% CI: 27.8-60.4). These findings suggest that 9MW2821 has a positive therapeutic effect
in patients with CC.
As of the data cut-off date of April 1, 2024, the trials had recruited 39 patients with advanced
esophageal cancer who were treated with monotherapy and completed at least one cancer
assessment, 37 of whom had received chemotherapy and immunotherapy. The patients received 1.25
mg/kg dose of 9MW2821. The ORR and DCR were 23.1% (95% CI: 11.13%-39.33%) and 69.2%
(95% CI: 52.43%-82.98%), respectively. The PFS was 3.9 months (95% CI: 3.12-6.67) and the OS
was 8.2 months (95% CI: 6.18-NR).
Although no head-to-head trial was conducted, the data as compared to existing therapies and
the same-target product Padcev (ORR 18.2%, DCR 45.5%, PFS 2.10 months, OS 7.39 months based
on publicly available information), showed great potential and advantages in the treatment of
esophageal cancer.
As of the data cut-off date of April 1, 2024, the trials had recruited 20 patients with advanced
TNBC who were treated with monotherapy and completed at least one cancer assessment. The
patients received 1.25 mg/kg dose of 9MW2821. The ORR and DCR were 50% (95% CI:
27.20%-72.80%) and 80% (95% CI: 56.34%-94.27%), respectively. The median PFS was 5.9
months (95% CI: 2.69-6.93).
As of October 17, 2024, 9MW2821 was used as a monotherapy in patients with advanced EC
who had received at least one line of therapy at a dose of 1.25 mg/kg. Among the 43
efficacy-evaluable patients, all of whom had previously received platinum-based chemotherapy and
95% had received immunotherapy. ORR, cORR, and DCR were 20.9% (95% CI: 10.0%-36.0%),
14.0% (95% CI: 5.3%-27.9%), and 67.4% (95% CI: 51.5%-80.9%), respectively. Medium PFS was
3.7 months (95% CI: 1.9-4.8), medium DoR was 4.0 months (95% CI: 2.1-NR), and medium OS was
8.2 months (95% CI: 5.7-NR). Compared with Padcev
® (ORR 18.2%, DCR 45.5%, PFS 2.10
months, OS 7.39 months), 9MW2821 has shown greater potential and advantages in the treatment
of esophageal cancer.
Although no head-to-head study was conducted, each of the ORR, DCR and PFS value for
patients with TNBC appears to outperform that of the Padcev based on publicly available
information, which was 19.0%, 57.1% and 3.5 months, respectively. It showed great potential and
advantages for 9MW2821 in the treatment of TNBC.
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9MW2821-C12: A Phase Ib/II clinical trial to evaluate the safety and efficacy of 9MW2821 in
combination with other anti-tumor treatments in patients with advanced gynecological cancers in
China sponsored by us
Overview. This is an open, multi-center Phase Ib/II clinical trial to evaluate the safety and
efficacy of 9MW2821 in combination with other anti-tumor treatments in patients with advanced
gynecological cancers. The Phase Ib study is primarily designed to assess the safety and tolerability
of 9MW2821 in combination with other anti-tumor treatments in patients. The Phase II study is
primarily designed to assess the preliminary efficacy of 9MW2821 in combination with other
anti-tumor treatments.
Trial design. The trial consists of two parts: the Phase Ib safety run-in part expected to enroll
15 to 60 patients and Phase II cohort expansion part expected to enroll 200 patients. In the Phase
Ib study, patients with CC will be divided into five arms: Arm 1 will receive an intravenous infusion
of 9MW2821 at 1.25 mg/kg on days one and eight, in combination with toripalimab at 240mg on
day one of each 21-day cycle; Arm 2 will receive an intravenous infusion of 9MW2821 at 1.5 mg/kg
on days one and eight, in combination with toripalimab at 240mg on day one of each 21-day cycle;
Arm 3 will receive an intravenous infusion of 9MW2821 at 1.25 mg/kg on days one and eight, in
combination with toripalimab at 240mg and cisplatin at 50 mg/m
2 on day one of each 21-day cycle
(the treatment by cisplatin can last at most for six cycles); Arm 4 will receive an intravenous
infusion of 9MW2821 at 1.25 mg/kg on days one and eight, in combination with candurizumab at
10 mg/kg on day one of each 21-day cycle. In addition, patients with ovarian cancer will receive
an intravenous infusion of 9MW2821 at 1.25 mg/kg on days one and eight, in combination with
cisplatin at 50 mg/m
2 on day one of each 21-day cycle (the treatment by cisplatin can last at most
for six cycles); after complete response or partial response is reached, these patients with ovarian
cancer will receive the maintenance treatment consisting of an intravenous infusion of 9MW2821
at 1.25 mg/kg on days one and eight of each 21-day cycle, in combination with an oral
administration of olaparib at 300mg twice daily. Treatment in the Phase Ib study will last until
disease progression, intolerable toxicity, death, withdrawal of informed consent, or loss to
follow-up. Patients in the Phase II arm will be assigned to different dose cohorts to receive
9MW2821 based on the results of the Phase Ib safety run-in part.
The primary endpoints of the Phase Ib study are safety parameters including DLT, AEs, SAEs,
vital signs, physical examination, laboratory tests, electrocardiograms and ECOG performance. The
secondary endpoints of the Phase Ib study include ORR, DoR, DCR, TTR, PFS, OS and PK profile.
The primary endpoint of the Phase II study is ORR. The secondary endpoints of the Phase II study
include DoR, DCR, TTR, PFS, OS, DLT, AEs, SAEs, vital signs, physical examination, eye
examination, laboratory tests, electrocardiograms, ECOG performance, PK and immunogenicity
profiles.
The key inclusion criteria include: (i) female aged between 18 and 75 years; (ii) ECOG
performance status of 0 to 1; (iii) participants with an expected survival of at least 12 weeks. For
CC patients, additional inclusion criteria include but are not limited to: (i) histopathologically
confirmed to have recurrent or metastatic CC that is not curable by radical surgery and/or radical
radiotherapy, with pathological types of squamous cell carcinoma, adenocarcinoma, or
adenosquamous carcinoma; (ii) for the Phase Ib study: patients with recurrent or metastatic disease
who have failed first-line platinum-based doublet chemotherapy and have experienced disease
progression/relapse during neoadjuvant/adjuvant therapy or within 6 months after completion of
treatment are also eligible for enrollment; (iii) for the Phase II study: patients who have not received
prior systemic treatment for recurrent or metastatic CC, such as those who received
neoadjuvant/adjuvant therapy, and who experience disease progression/recurrence more than 6
months after completion of neoadjuvant/adjuvant therapy, are considered for inclusion. For patients
with advanced ovarian cancer, additional inclusion criteria include but are not limited to: (i)
histopathologically confirmed to have high-grade serous ovarian cancer, primary peritoneal cancer,
or fallopian tube cancer; (ii) the patient’s disease must have relapsed after first-line platinum-based
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chemotherapy and must be platinum-sensitive, defined as disease progression six months after the
last platinum-based therapy (disease progression was calculated from the date of the last
platinum-based chemotherapy dose to the date of disease progression as determined by imaging
studies).
The key exclusion criteria include: (i) subjects who had other malignant tumors within three
years before the first use of the study drug, except for tumors that had been radically treated and
are expected to be cured (such as basal skin cancer or squamous cell skin cancer, papillary thyroid
carcinoma) or any type of carcinoma in situ that had been radically removed (such as ductal
carcinoma in situ); (ii) subjects who have persistent clinically significant toxicity related to
previous treatment, including systemic therapy, radiotherapy or surgery (Grade 2 or above,
excluding alopecia and Grade 2 immunotherapy-related endocrine system toxicity requiring only
stable dose replacement therapy) or had immune-related adverse events Grade 3 or above; and (iii)
Grade 2 or above peripheral neuropathy. For CC patients, additional exclusion criteria include but
are not limited to: (i) for the Phase Ib study, patients who have previously received toripalimab; (ii)
for the Phase Ib study, patients who received anti-tumor treatments such as radiotherapy,
chemotherapy, biological agents, or immunotherapy within 21 days prior to the first study drug; or
received traditional Chinese medicine with anti-tumor indications within 3 days prior to the first
study drug; (iii) for the Phase II study, patients who received previous treatment with antibodies
and/or drugs targeting immune checkpoint inhibitors (targeting T-cell co-stimulatory proteins),
including PD-1, PD-L1, CTLA4, Lag3, and other immune checkpoint inhibitors, therapeutic
vaccines, or previous treatment with anti-angiogenic therapy (such as bevacizumab); (iv) for the
Phase II study, patients who received their last concurrent chemoradiotherapy for curative or
postoperative adjuvant purposes within 90 days prior to the first dose of the study drug; or had
received palliative radiotherapy or other anti-tumor treatment within 21 days prior to the first dose
of the study drug. For patients with advanced ovarian cancer, additional exclusion criteria include
but are not limited to patients with endometrioid, clear cell, mucinous, or sarcoma histological
types, including mixed tumors of any of the above types, or subjects with low-grade/borderline
ovarian tumors.
Status. In November 2024, we obtained the NMPA IND approval to conduct this trial based
on the results of the Phase I/IIa clinical trial of 9MW2821 targeting advanced solid tumors
(9MW2821-C03) and the Phase Ib/II clinical trial of 9MW2821 in combination with toripalimab
targeting locally advanced or metastatic UC (9MW2821-C04). We initiated the Phase Ib clinical
trial and dosed the first patient in April 2025. We expect to complete the Phase Ib/II clinical trial
in the second half of 2026 based on the primary endpoint.
9MW2821-C14: A Phase Ib/II clinical study to evaluate the safety, efficacy, PK and immunogenicity
of 9MW2821 monotherapy or in combination with other anti-tumor treatments in patients with
advanced solid tumors (including EC) in China sponsored by us
Overview. This is an open, multi-center Phase Ib/II clinical study to evaluate the safety,
efficacy, PK and immunogenicity of 9MW2821 in combination with other anti-tumor treatments in
patients with advanced solid tumors (including EC). The Phase Ib study is primarily designed to
assess the safety and tolerability of 9MW2821 in combination with other anti-tumor treatments in
patients. The Phase II study is primarily designed to assess the preliminary efficacy, PK and
immunogenicity of 9MW2821 in combination with other anti-tumor treatments.
Trial design. The trial consists of two parts: the Phase Ib safety run-in part and Phase II cohort
expansion part. The Phase Ib study plans to enroll 12 to 48 patients. The Phase II study plans to
enroll 140 patients. In the Phase Ib study, patients with EC will be divided into three arms: Arm 1
will receive an intravenous infusion of 9MW2821 at 1.25 mg/kg on days one and eight, in
combination with toripalimab at 240mg on day one of each 21-day cycle; Arm 2 will receive an
intravenous infusion of 9MW2821 at 1.5 mg/kg on days one and eight, in combination with
toripalimab at 240mg on day one of each 21-day cycle; Arm 3 will receive an intravenous infusion
of 9MW2821 at 1.25 mg/kg on days one and eight, in combination with toripalimab at 240mg and
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cisplatin at 60-80 mg/m 2 on day one of each 21-day cycle. In addition, patients with other solid
tumors will receive an intravenous infusion of 9MW2821 at 1.25 mg/kg on days one and eight, in
combination with toripalimab at 240mg on day one of each 21-day cycle. Treatment in the Phase
Ib study will last until disease progression, intolerable adverse events, death, withdrawal of
informed consent, or loss to follow-up. Patients in the Phase II arm will be assigned to different
dose cohorts to receive 9MW2821 based on the results of the Phase Ib safety run-in part.
The primary endpoints of the Phase Ib study are safety parameters including DLT, AEs, SAEs,
vital signs, physical examination, laboratory tests, electrocardiograms and ECOG performance.
The secondary endpoints of the Phase Ib study include ORR, DoR, DCR, TTR, PFS, OS and PK
profile. The primary endpoint of the Phase II study is ORR. The secondary endpoints of the Phase
II study include DoR, DCR, TTR, PFS, OS, DLT, AEs, SAEs, vital signs, physical examination, eye
examination, laboratory tests, electrocardiograms, ECOG performance, PK and immunogenicity
profiles.
The key inclusion criteria include: (i) participants aged between 18 and 75 years; (ii) ECOG
performance status of 0 to 1; (iii) participants with an expected survival of at least 12 weeks. For
EC patients, additional inclusion criteria include: (i) histopathologically confirmed to have EC,
which is locally advanced and unresectable or with distant metastasis, and the pathological type is
squamous cell carcinoma, but patients with neuroendocrine carcinoma components are not allowed
to be included; (ii) for the Phase Ib study: patients who have previously received first-line
platinum-containing standard treatment for locally advanced/metastatic disease; for patients who
have previously received immune checkpoint inhibitors, the best efficacy of the treatment regimen
containing immune checkpoint inhibitors is CR, PR, or SD, and PFS /H1135024 weeks; (iii) for the Phase
II study: patients who have received no prior systemic therapy or have received prior first-line
systemic therapy with platinum-based chemotherapy and immune checkpoint inhibitors, for the
treatment of locally advanced/metastatic disease. For patients with other advanced solid tumors,
additional inclusion criteria include: (i) histopathologically confirmed to have recurrent/locally
advanced/metastatic solid tumors (except neuroendocrine cancer and sarcoma) which cannot be
radically treated; (ii) for the Phase II study: patients who have received prior first-line standard
treatment for recurrent/locally advanced/metastatic disease; (iii) for the Phase II study: patients who
have received no prior systemic therapy or have only received prior first-line systemic therapy, for
the treatment of recurrent/locally advanced/metastatic disease.
The key exclusion criteria include: (i) subjects who had other malignant tumors within three
years before the first use of the study drug, except for tumors that had been radically treated and
are expected to be cured (such as basal skin cancer or squamous cell skin cancer, papillary thyroid
carcinoma) or any type of carcinoma in situ that had been radically removed (such as ductal
carcinoma in situ); (ii) subjects who have persistent clinically significant toxicity related to
previous treatment, including systemic therapy, radiotherapy or surgery (Grade 2 or above,
excluding alopecia and Grade 2 immunotherapy-related endocrine system toxicity requiring only
stable dose replacement therapy) or had immune-related adverse events Grade 3 or above; and (iii)
Grade 2 or above peripheral neuropathy. For EC patients, additional exclusion criteria include but
are not limited to: (i) having locally advanced esophageal squamous cell carcinoma that is
surgically resectable or potentially curable with radiotherapy; (ii) having severe digestive tract
diseases; and (iii) for subjects that will receive cisplatin, having previous cumulative exposure to
cisplatin of over 300 mg/m
2.
Status. In November 2024, we obtained the NMPA IND approval to conduct this trial based
on the results of the Phase I/IIa clinical trial of 9MW2821 targeting advanced solid tumors
(9MW2821-C03) and the Phase Ib/II clinical trial of 9MW2821 in combination with toripalimab
targeting locally advanced or metastatic UC (9MW2821-C04). We initiated this Phase Ib/II clinical
trial (9MW2821-C14) in China (including both the Phase Ib and Phase II studies) and dosed the first
patient in June 2025. We expect to complete the trial in the second half of 2027.
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9MW2821-C02: A Phase I dose randomization study of 9MW2821 in subjects with recurrent or
metastatic TNBC previously treated with ADCs in United States sponsored by us
Overview. This is an open-label, Phase I dose randomization study to evaluate the safety,
tolerability, PK, immunogenicity and preliminary clinical activity of 9MW2821 in subjects with
recurrent or metastatic TNBC previously treated with ADCs. The primary objective is to assess the
preliminary efficacy of 9MW2821 at different doses and dosing schedules in subjects with recurrent
or metastatic TNBC.
Trial design. Approximately 26-52 subjects are expected to be enrolled in the study. Subjects
will be randomized 1:1 into two cohorts. Cohort A and Cohort B will receive an intravenous
infusion of 9MW2821 at 1.25 mg/kg and 1.5 mg/kg on days one and eight of each 21-day cycle,
respectively. Subjects will be treated until intolerable toxicity, disease progression, or another
criterion for discontinuation (withdrawal of consent, loss to follow-up, death, pregnancy, major
protocol deviation, start of new anti-cancer treatment or termination of this trial) is met, whichever
happens first. The primary endpoint is ORR. The secondary endpoints include: (i) DCR, DoR,
radiographic PFS, OS and clinical benefit rate; (ii) incidence and severity of AE, SAE, TRAE and
AE of special interest; (iii) frequency of clinically significant abnormalities in physical
examination, safety laboratory tests, urinalysis, vital signs, and electrocardiogram; (iv) PK profile
and exposure-response relationship for safety and efficacy; and (v) immunogenicity profile.
The key inclusion criteria include: (i) male or female subjects aged 18 years or above; (ii)
recurrent or metastatic TNBC patients (< 1% expression of estrogen receptor and progesterone
receptor by IHC, 0 to 1+ by IHC for HER2, or IHC 2+ and FISH negative (not amplified) for HER2
as per current ASCO/CAP guidelines) with measurable disease; (iii) Patient having received prior
treatment with a taxane and an ADC with a topoisomerase inhibitor payload; (iv) patient having
received no more than 3 prior lines of cytotoxic therapy (including chemotherapy and ADC) in the
locally advanced or metastatic setting (PARP inhibitors do not count as a line of cytotoxic therapy),
and having shown radiological progression during or after treatment, or discontinued treatment due
to toxicity; (v) ECOG performance status of 0 to 1; and (vi) life expectancy of at least 3 months
as assessed by the investigator.
The key exclusion criteria include: (i) having received any prior treatment with enfortumab
vedotin, tisotumab vedotin or other MMAE based or Nectin-4 targeted ADCs; (ii) central nervous
system involvement (treated, stable brain metastases, not requiring therapy to control symptoms in
the last 60 days are allowed); (iii) acute infection requiring intravenous antibiotics, antivirals, or
antifungals within 14 days prior to the initiation of treatment (oral treatment is allowed); (iv) Grade
2 or above peripheral neuropathy; (v) having significant, uncontrolled, or active cardiovascular
disease; and (vi) any chemotherapy, radiotherapy, immunotherapy, major surgery, biologic,
investigational or hormonal therapy for treatment of solid tumors within 28 days prior to the first
administration of study treatment; palliative radiotherapy to a single lesion within 3 weeks prior to
the first administration is allowed, and radiation to measurable lesions is not allowed before
enrolment unless confirmed progression after radiotherapy.
Status. We obtained the FDA IND approval for this trial in July 2022 and the FDA approval
for protocol amendment of this trial in March 2025. We initiated the Phase I clinical trial in the
United States in August 2025. We dosed the first patient in the trial in August 2025. We expect to
complete the trial in the second half of 2027.
9MW2821-C13: A Phase II clinical trial to explore the safety and efficacy of 9MW2821 as a
combination therapy with toripalimab in UC in perioperative period in China sponsored by us
Overview. This is an open, single-arm, multi-center Phase II clinical trial of 9MW2821 as a
combination therapy with toripalimab in patients with UC in perioperative period. The primary
objective is to the efficacy of 9MW2821 as a combination therapy with toripalimab in patients with
UC in perioperative period.
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Trial design. The trial is expected to enroll 90 subjects, which will be randomized into three
cohorts. Subjects in Cohort A and Cohort B will receive an intravenous infusion of 9MW2821 at
1.25 mg/kg on days one and eight, as well as toripalimab at 240mg on day one, of each 21-day
cycle, respectively, for four consecutive cycles. Thereafter, subjects in Cohort A will receive radical
cystectomy plus regional lymph node dissection, and subjects in Cohort B will receive radical
nephroureterectomy plus regional lymph node dissection. After the surgery, subjects in Cohort A
and Cohort B will receive an intravenous infusion of 9MW2821 at 1.25 mg/kg on days one and
eight, as well as toripalimab at 240mg on day one, of each 21-day cycle, respectively, for six
consecutive cycles. Finally, subjects in both Cohort A and Cohort B will receive an intravenous
infusion of toripalimab at 240mg on day one, of each 21-day cycle, for eleven consecutive cycles.
Subjects in Cohort C will not receive surgery. Instead, they will receive an intravenous infusion of
9MW2821 at 1.25 mg/kg on days one and eight, as well as toripalimab at 240mg on day one, of each
21-day cycle, respectively, for six consecutive cycles. Thereafter, subjects in Cohort C will receive
an intravenous infusion of toripalimab at 240mg on day 1, of each 21-day cycle, for eleven
consecutive cycles. The primary endpoint for Cohort A and Cohort B will be the pathological
complete response (“pCR”) rate. The primary endpoint for Cohort C will be the clinical complete
response (“cCR”) rate. The secondary endpoints include clinical ORR, OS, AE, SAE, vital signs,
physical examination, laboratory tests, drug concentration distribution, immunogenicity profile. For
Cohort A and Cohort B, secondary endpoints also include pathological downstaging rate and
disease-free survival. For Cohort C, secondary endpoints also include duration of complete
remission and PFS.
The key inclusion criteria include: (i) subjects aged 18 or above; (ii) ECOG performance
status of 0 to 1; (iii) subjects with histologically confirmed UC; and (iv) subjects with
imaging-confirmed non-metastatic UC, with T2-4aN0-1 muscle-invasive bladder cancer to be
enrolled in Cohort A, N0 high-risk renal pelvis or ureteral cancer to be enrolled in Cohort B, and
T2-4aN0 muscle-invasive bladder cancer to be enrolled in Cohort C.
The key exclusion criteria include: (i) subjects who have received systemic therapy for UC;
(ii) subjects who have received treatment by PD-1/PD-L1 inhibitors or ADCs; (iii) subjects who had
other malignancies within 3 years before the first study drug treatment, except for cancers that are
expected to be cured after radical treatment; (iv) subjects who had active autoimmune disease
requiring systemic treatment within 2 years prior to the first study drug treatment, or who received
high-dose steroids (>10 mg/day of prednisone or equivalent, except for prophylactic use) or other
immunosuppressive drugs within 14 days prior to the first study drug treatment; and (v) subjects
who had severe arteriovenous thrombosis or severe cardiovascular and cerebrovascular disease
occurred within one year before the first study drug treatment.
Status. In November 2024, we obtained the NMPA IND approval to conduct this trial based
on the results of the Phase I/IIa clinical trial of 9MW2821 targeting advanced solid tumors
(9MW2821-C03) and the Phase Ib/II clinical trial of 9MW2821 in combination with toripalimab
targeting locally advanced or metastatic UC (9MW2821-C04). In June 2025, we initiated the Phase
II clinical trial. In August 2025, we dosed the first subject in the clinical trial. We expect to
complete the trial in the second half of 2027.
9MW2821-C11: A Phase II clinical study to evaluate the safety, efficacy and immunogenicity of
9MW2821 as a monotherapy or in combination with toripalimab in patients with advanced or
metastatic UC in China sponsored by us
Overview. This is a randomized, controlled Phase II clinical study to evaluate the safety,
efficacy and immunogenicity of 9MW2821 as a monotherapy or in combination with toripalimab in
patients with locally advanced or metastatic UC. The primary objective is to compare the ORR
achieved by 9MW2821 monotherapy with that of 9MW2821 in combination with toripalimab in
patients with advanced or metastatic UC. Secondary objective is to: (i) compare the OS, PFS, DoR
and DCR achieved by 9MW2821 monotherapy with those of 9MW2821 in combination with
toripalimab in patients with advanced or metastatic UC; (ii) compare the safety of 9MW2821
monotherapy with that of 9MW2821 in combination with toripalimab in patients with advanced or
metastatic UC; (iii) evaluate the immunogenicity of 9MW2821.
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Trial design. The trial plans to recruit 60 patients, which will randomized into two arms, with
30 patients in each arm. Patients in Arm 1, in each 21-day cycle, will receive an intravenous
infusion of 9MW2821 at doses of 1.25 mg/kg on days one and eight, as well as toripalimab at the
dose of 240mg on day one. Patients in Arm 1, in each 21-day cycle, will receive an intravenous
infusion of 9MW2821 at doses of 1.25 mg/kg on days one and eight. Patients will receive the
treatment until disease progression, or discontinuation is met. In addition, the treatment by
toripalimab will not last more than two years. The primary endpoint is to evaluate ORR that is
assessed by blinded independent central review. The secondary endpoints include: (i) ORR
evaluated by the investigator; (ii) PFS, DoR and DCR evaluated by the investigator and blinded
independent central review; (iii) OS; (iv) AEs, SAEs, vital signs, physical examination, ECOG
score, laboratory tests, and electrocardiograms; and (v) immunogenicity.
The key inclusion criteria include: (i) male or female patients aged 18 to 80 years; (ii)
histopathologically confirmed to have unresectable locally advanced or metastatic UC; (iii) patients
who have not previously received systematic treatment for locally advanced or metastatic UC; (iv)
patients with the life expectancy for more than 12 weeks; (v) patients with at least one measurable
lesion; and (vi) ECOG performance status of 0 to 1.
The key exclusion criteria include: (i) subjects who had other malignant tumors within three
years before the first use of the study drug, except for tumors that had been radically treated and
are expected to be cured (such as basal skin cancer or squamous cell skin cancer, papillary thyroid
carcinoma); (ii) subjects who had active autoimmune disease requiring systemic treatment within
2 years prior to the first study drug treatment, or who received high-dose steroids (>10 mg/day of
prednisone or equivalent, except for prophylactic use) or other immunosuppressive drugs within 14
days prior to the first study drug treatment; (iii) subjects who had severe arteriovenous thrombosis
or severe cardiovascular and cerebrovascular disease occurred within six months before the first
study drug treatment.
Status. We conducted this trial based on the request of the NMPA while applying for the IND
approval to conduct the 9MW2821-C10 trial. We initiated the Phase II clinical trial in January 2025.
We expect to complete the trial in the second half of 2027.
Clinical Development Plan
UC. For 9MW2821-C06, we plan to conduct the interim analysis in the second half of 2026
and then submit an NDA to the NMPA with the interim analysis results. For 9MW2821-C10, we
plan to conduct the interim analysis in second half of 2026, submit an NDA for the combination
therapy to the NMPA with the interim analysis results in 2027 and complete the trial and conduct
the final analysis in 2028. We expect to complete 9MW2821-C13 in the second half of 2027.
TNBC. We expect to complete 9MW2821-C08 in the first half of 2027. We plan to advance
9MW2821 to a Phase III clinical trial as a second or later line monotherapy for the treatment of
advanced TNBC in patients with resistance to topoisomerase inhibitors based ADC in China and
expect to complete it in 2028. We plan to conduct a global multi-center Phase II or Phase III clinical
trial as a monotherapy in TNBC patients with resistance to topoisomerase inhibitors based ADC.
CC. For 9MW2821-C09, we anticipate conducting the interim analysis in the second half of
2026 and then submit an NDA to the NMPA with the interim analysis results in the first half of 2027.
In addition, we expect to complete 9MW2821-C12 in the second half of 2027. Thereafter, we plan
to initiate a Phase III clinical trial of 9MW2821 in combination with other anti-tumor treatments.
EC. We plan to complete 9MW2821-C14 in the first half of 2027. Thereafter, we may initiate
a Phase III clinical trial of 9MW2821 in combination with other anti-tumor treatments.
We had not received any relevant regulatory agency’s objections to our clinical development
plans as of the Latest Practicable Date.
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Licenses, Rights and Obligations
On March 24, 2020, we entered into a technology development agreement (the “ SIMM
Collaboration Agreement ”) with the Shanghai Institute of Materia Medica, Chinese Academy of
Sciences (“ SIMM ”), primarily related to the development of the new-generation bridging
site-specific conjugation technology (the “ Conjugation Technology ”), developed by SIMM, and its
application in Nectin-4 targeting ADC, which we optimized to adapt in 9MW2821. For more details,
please see “— Collaboration and Licensing Agreements — Collaboration with Shanghai Institute of
Materia Medica, Chinese Academy of Sciences”.
Material Communications with Competent Authorities
Monotherapy
We completed the 9MW2821-C03 in August 2024 as we reached all primary endpoints for the
Phase I/IIa clinical trial. We had end of phase meetings with the NMPA, who consented to the
initiation of the next phase without any objection. Based on the results of 9MW2821-C03, we
obtained IND approvals for and have initiated several clinical trials of 9MW2821 targeting
indications including UC, CC, EC, TNBC and advanced gynecological cancers.
In August 2021, we submitted an IND application to the NMPA of 9MW2821 for the treatment
of advanced solid tumors in China. In October 2021, we received IND approval from the NMPA of
9MW2821 for the treatment of advanced solid tumors. The NMPA recommended communicating
with them before any pivotal study, demonstrating that the NMPA did not object us from initiating
a Phase I/IIa clinical trial in China and no separate approval or review for Phase I/IIa clinical trials
would be required before initiating a Phase III clinical trial.
UC
In August 2023, pursuant to the requirements of the IND approval for the Phase I/IIa clinical
trial, we applied for the end of phase meeting with the NMPA regarding the advancement to a Phase
III clinical trial to compare 9MW2821 monotherapy and investigator-choice chemotherapy in
patients with locally advanced or metastatic inoperable UC previously treated with PD-(L)1
inhibitors and platinum-containing chemotherapy. In December 2023, we received written response
from the NMPA. Based on data collected in the Phase I/IIa clinical trial, the NMPA confirmed no
objection for us advancing to a Phase III clinical trial to compare 9MW2821 monotherapy and
investigator-choice chemotherapy in patients with locally advanced or metastatic inoperable UC
previously treated with PD-(L)1 inhibitors and platinum-containing chemotherapy.
CC
In February 2024, the primary endpoint (ORR) for the Phase IIa arm for the treatment of CC
in 9MW2821-C03 was reached. In May 2024, we applied for the end of phase meeting with the
NMPA regarding the advancement to a Phase III clinical trial of 9MW2821 monotherapy in patients
with recurrent or metastatic CC who have failed platinum-based double-drug chemotherapy. In
August 2024, we received written response from the NMPA. Based on data collected in
9MW2821-C03, the NMPA confirmed no objection for us advancing to a Phase III clinical trial of
9MW2821 monotherapy against investigator-choice chemotherapy in patients with recurrent or
metastatic CC who have failed platinum-based double-drug chemotherapy.
Combination Therapy
In February 2023, we submitted an IND application to the NMPA of 9MW2821 in combination
with toripalimab in patients with locally advanced or metastatic UC, which was approved by the
NMPA in April 2023. In September 2023, we initiated a Phase Ib/II clinical trial for 9MW2821 in
combination with toripalimab as first-line treatment in patients with locally advanced or metastatic
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UC in China (9MW2821-C04). In May 2024, as the data collected in 9MW2821-C04 supported
advancing the 9MW2821 combination therapy, we applied for the end of phase meeting with the
NMPA for advancing to a Phase III clinical trial of 9MW2821 in combination with toripalimab for
the first-line treatment of UC. In July 2024, the primary endpoint for the Phase II arm of
9MW2821-C04 was reached. In August 2024, we received written response from the NMPA. Based
on data collected in the Phase Ib/II clinical trial, NMPA confirmed no objection for us advancing
9MW2821 in combination with toripalimab to a Phase III clinical trial as a first-line therapy against
standard chemotherapy in patients with unresectable locally advanced or metastatic UC.
In February 2025, the NMPA granted IND approval to conduct clinical trials of 9MW2821 as
a combination therapy with JS207 in patients with advanced malignant solid tumors. In July 2024,
the NMPA granted IND approval to conduct clinical trials of 9MW2821 for treatment of TNBC as
a monotherapy and in combination with toripalimab in patients with TNBC. In November 2024, the
NMPA approved the IND for 9MW2821 monotherapy or in combination with other anti-tumor
treatments in patients with advanced solid tumors. In November 2024, the NMPA approved the IND
for 9MW2821 as a combination therapy with toripalimab in UC in perioperative period.
Regulatory Designations
9MW2821 has received multiple regulatory designations from the FDA within just six months
since February 2024. The FDA granted three FTDs for 9MW2821 for the treatment of (i) advanced,
recurrent, or metastatic esophageal squamous cell carcinoma, a type of EC, (ii) recurrent or
metastatic CC progressed on or following prior treatment with a platinum-based chemotherapy
regimen and (iii) locally advanced or metastatic Nectin-4 positive TNBC on February 22, 2024,
May 13, 2024, and July 11, 2024, respectively. Additionally, the FDA granted ODD for the
treatment of EC on April 30, 2024.
The NMPA granted BTD for the treatment of locally advanced or metastatic UC that has failed
previous platinum-based chemotherapy and PD-(L)1 inhibitor therapy on August 9, 2024. Also, on
January 8, 2025, the NMPA granted BTD to 9MW2821 in combination with toripalimab for
treatment-naïve, unresectable, locally advanced or metastatic UC. The designation is aimed at
expediting the development process of drug candidates for serious diseases, with the drug
candidates included having demonstrated significant efficacy or safety advantages compared to
existing therapies in early clinical trials. The NMPA does not grant FTD, but its Priority Review and
Approval program shares similarities with FTD for aiming to accelerate the development and
review of drugs that address unmet medical needs. The application for Priority Review and
Approval must be filed concurrently with the submission of the NDA to the NMPA.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET 9MW2821
SUCCESSFULLY.
7MW3711: A B7-H3 Targeting ADC for the Treatment of Cancer
Mechanism of Action
B7-H3 is implicated in several key aspects of tumor biology that contribute to poor clinical
outcomes. B7-H3 promotes tumor cell proliferation, enhances metastatic potential, and mediates
treatment resistance mechanisms. While its expression is relatively low in healthy cells, B7-H3 is
significantly upregulated in a wide range of solid malignancies. Thus, targeted therapies directed
against B7-H3 may selectively eliminate tumor cells while minimizing off-target toxicity to healthy
tissues. The diagram below illustrates the MOA of 7MW3711:
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Source: Company information
Market Opportunity and Competition
As of the Latest Practicable Date, there was no B7-H3 targeting ADC drug approved globally,
and there were 23 B7-H3 targeting ADC drug candidates under clinical development for solid
tumors globally, including 7MW3711. For details, see “Industry Overview — Overview of ADC
Drug and Other Selected Oncology Drug Markets — B7-H3 Targeting ADC Drug.”
Summary of Clinical Trials
Study Number Phase Study Design Sites Subjects Status
7MW3711-C01 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118I/II Open, single-arm clinical
study to evaluate
safety, tolerability, PK,
and preliminary
efficacy of 7MW3711
as monotherapy
China Patients with
advanced solid
tumors
Active, ongoing
7MW3711-C02 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118I/II Open, single-arm clinical
study to evaluate
safety, tolerability, PK,
and preliminary
efficacy of 7MW3711
China Patients with
advanced solid
tumors
Active, ongoing
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The following sets forth an overview of the key clinical studies of 7MW3711:
7MW3711-C01: A Phase I/II clinical trial to evaluate safety, tolerability, PK, and preliminary
efficacy of 7MW3711 as monotherapy for advanced solid tumors in China; sponsored by us
Overview. This is an open, single-arm, multi-center Phase I/II clinical study. The primary
objective of the Phase I trial is to assess the safety, tolerability, PK, immunogenicity, and
preliminary efficacy of 7MW3711 monotherapy in patients with advanced solid tumors. The
primary objective of the Phase II trial is to assess efficacy of 7MW3711 in selected solid tumors.
Trial design. The study is divided into two parts: a dose escalation and dose expansion Phase
I study, and a cohort expansion Phase II study. The Phase I study will enroll participants with
advanced solid tumors to evaluate the safety and tolerability and to determine the MTD and/or
RP2D of 7MW3711. The Phase II study will enroll participants with selected advanced solid tumors
to assess the preliminary efficacy of 7MW3711 in these tumors. The primary endpoint of the Phase
I study is to evaluate safety and tolerability measured by DLT, AEs, TEAEs, SAEs, MTD and/or
RP2D. The primary endpoint of the Phase II study is to evaluate the efficacy of cancer treatment,
such as ORR. The secondary endpoints include evaluating PK, immunogenicity, DCR, PFS, DoR,
and TTR in selected tumors.
For the dose-escalation part of the Phase I study, patients will receive an intravenous infusion
of 7MW3711 at doses of ranged from 1.5mg/kg to 12mg/kg every three weeks, with each cycle
lasting three weeks. For the dose-expansion part of the Phase I study, two to three dose groups will
be selected from the predicted effective dose groups (4.5 mg/kg to 10.0 mg/kg).
For the Phase II study, the dosage regimen, including the dosage and dosing frequency of the
7MW3711 infusion for patients in the treatment group, will be determined based on the results of
the Phase I study. The cohort expansion Phase II study is planned to include three cohorts. Cohort
A will enroll patients with extensive stage small cell lung cancer, Cohort B will enroll patients with
NSCLC, and Cohort C will enroll patients with other advanced malignancies, including pancreatic
cancer, sarcoma, head and neck squamous cell carcinoma, melanoma, and esophageal squamous
carcinoma. We plan to expand Cohorts A and B according to a two-stage design. Patients can be
enrolled directly into the second stage after the completion of the first stage enrollment. After the
last patient in the first stage completes the initial evaluation of tumor efficacy, we will decide
whether to continue with the second stage enrollment.
The key inclusion criteria include: (i) patients aged between 18 and 75 years; (ii) patients with
histopathologically confirmed advanced solid tumors who have experienced disease progression
after standard treatment, intolerance of standard treatment, or lack of effective standard treatment;
(iii) patients with an expected survival of at least three months; and (iv) patients with at least one
measurable lesion. The key exclusion criteria include: (i) patients with another active malignancy
within three years prior to the first trial drug treatment; (ii) patients who have undergone surgery
within four weeks prior to the first treatment with the study drug; (iii) patients with active
autoimmune disease; (iv) patients with body cavity effusions that are clinically symptomatic or
require local treatment or repeated drainage; or (v) patients with clinically significant
cardiovascular disease within six months prior to the first study dose.
Status. The study was initiated in September 2023, and has completed patient recruitment. We
plan to complete the study in the first half of 2027.
Interim results. As of September 15, 2025, a total of 74 patients were enrolled. During the
dose-escalation phase, no DLT was observed, and the MTD has not yet been reached. Of the 54
evaluable patients in the 4.0 mg/kg or higher dose groups, 19 achieved PR or CR. Among the
evaluable patients in the 4.0 mg/kg or higher dose groups, the ORR for 7 patients with EC was
42.9%, and the DCR was 100.0%. In patients with evaluable lung cancer who received a 4.0 mg/kg
dose (administered every two weeks), the ORRs for small cell lung cancer and squamous cell lung
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cancer were 50.0% and 38.5%, respectively, and the DCRs were 90.0% and 92.3%, respectively.
These data suggest that 7MW3711 has a tolerable safety profile and good anti-tumor activity in
patients with advanced tumors, including lung and esophageal cancers. We presented these data at
the European Society For Medical Oncology (“ESMO”) Congress in October 2025.
7MW3711-C02: A Phase I/II clinical trial to evaluate safety, tolerability, PK, and preliminary
efficacy of 7MW3711 for advanced solid tumors in China; sponsored by us
Overview. This is an open, single-arm Phase I/II clinical study. The primary objective of the
Phase I study is to assess the safety, tolerability, PK profile, immunogenicity, and preliminary
efficacy of 7MW3711 in patients with advanced solid tumors. The primary objective of the Phase
II study is to assess efficacy of 7MW3711 in selected solid tumors.
Trial design. The study consists of two parts: a dose escalation and dose expansion Phase I
study, and a cohort expansion Phase II study. The Phase I study will enroll patients with advanced
solid tumors to evaluate safety and tolerability, and to determine MTD and/or RP2D. The Phase II
study will enroll patients with selected advanced solid tumors to assess the preliminary efficacy of
7MW3711 in selected advanced solid tumors. The primary endpoint of the Phase I study is to
evaluate safety and tolerability measured by DLT, AEs, TEAEs, SAEs, MTD and/or RP2D. The
primary endpoint of the Phase II study is to assess efficacy of cancer treatment, such as ORR. The
secondary endpoints are to evaluate PK, immunogenicity, DCR, PFS, DoR, and TTR in selected
advanced solid tumors.
Patients will be divided into two groups: the treatment group and the control group. For the
Phase I study, the patients in the treatment group will receive an intravenous infusion of 7MW3711
ranged from 1.5mg/kg to 10 mg/kg every three weeks, with each cycle lasting three weeks. For the
Phase II study, the dosage regimen, including the dosage and dosing frequency of the 7MW3711
infusion for patients in the treatment group, will be determined based on the results of the Phase
I study.
The key inclusion criteria include: (i) patients with histopathologically or cytologically
confirmed advanced solid tumors who have experienced disease progression after standard
treatment, intolerance of standard treatment, or lack of effective standard treatment; (ii) patients
with an expected survival of at least three months; and (iii) patients with at least one measurable
lesion. The key exclusion criteria include: (i) patients with another active malignancy within three
years prior to the first trial drug treatment; (ii) patients who have undergone surgery within four
weeks prior to the first treatment with the study drug; (iii) patients with active autoimmune disease;
(iv) patients with body cavity effusions that are clinically symptomatic or require local treatment
or repeated drainage; or (v) patients with clinically significant cardiovascular disease within six
months prior to the first study dose.
Status. The study was initiated in August 2023, and has completed patient recruitment. We
plan to complete the study in the first half of 2027.
Clinical Development Plan
We plan to continue 7MW3711-C01 and 7MW3711-C02 and expect to complete them in the
first half of 2027. We had not received any relevant regulatory agency’s objections to our clinical
development plans as of the Latest Practicable Date.
Material Communications with Competent Authorities
On May 9, 2023, the NMPA accepted our IND application of 7MW3711 in advanced solid
tumor. On July 14, 2023, the NMPA issued the IND approval without objections. On January 9,
2024, we submitted clinical trial protocol of 7MW3711 for advanced solid tumor seeking IND
approval. On February 8, 2024, the FDA issued the study may proceed letter. On July 15, 2024, the
FDA issued ODD for the treatment of small cell lung cancer.
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On April 1, 2025, the NMPA approved our supplemental application to modify the formulation
and production process of 7MW3711. On the same day, the NMPA approved our IND application
(submitted in January 2025) for a Phase Ib/II combination therapy clinical trial of 7MW3711 in
combination with toripalimab, with or without other chemotherapy drugs, in subjects with advanced
solid tumors. In December 2025, the NMPA approved our IND application for a Phase Ib/II clinical
trial of 7MW3711 in combination JS207 or JS207 and anti-tumor therapeutics in patients with
advanced solid tumors, and we initiated the trial in February 2026. In March 2026, we submitted
a pre-Phase III communication with CDE for 7MW3711 in patients with squamous cell lung cancer.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET 7MW3711
SUCCESSFULLY.
7MW4911: A CDH17 Targeting ADC for the Treatment of Cancer
7MW4911 is a highly engineered ADC that integrates a novel mAb (Mab0727), an innovative
linker, and the proprietary MF-6 payload, a potent DNA topoisomerase I inhibitor designed to
overcome common resistance mechanisms in cancer cells. We use site-specific conjugation
technology to link the toxin with the antibody, ensuring the structural stability, component
homogeneity, and high purity of the drug, further facilitating industrial-scale production. The DAR
of 4 also provides significant advantages in stability and component homogeneity. Once in the body,
7MW4911 specifically binds to the CDH17 antigen on the surface of tumor cells and enters the
tumor cells through target-mediated endocytosis. The drug linker is then cleaved by proteases,
releasing small molecule toxins that precisely kill tumor cells while minimizing damage to normal
cells.
We have independent IP rights and have filed patent applications for the molecular structure
of 7MW4911. In August 2025, the FDA granted our IND application to conduct a Phase I/II clinical
trial of 7MW4911, which we initiated in the U.S. in January 2026. In October 2025, 7MW4911
received IND clearance from the NMPA. In November 2025, we initiated a Phase I clinical trial in
patients with advanced solid tumors. As a Class I therapeutic biological product, 7MW4911 has
significant clinical differentiation advantages and broad prospects for clinical development.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET 7MW4911
SUCCESSFULLY.
OTHER NON-ADC PIPELINE PRODUCTS FOR ONCOLOGY
Mailisheng ( ᒕ୐͛
®): A Human Serum Albumin-Human G-CSF Fusion Protein for the
Treatment of Cancer
Mailisheng ( ᒕ୐͛®) is a recombinant fusion protein composed of human serum albumin and
human G-CSF, developed by us. G-CSF is a key factor that promotes the production and release of
neutrophils from bone marrow into the periphery, regulating their early development, survival,
migration, and activation by binding to its receptor. Recombinant human G-CSF has a relatively
short half-life in the human body. To address this, Mailisheng ( ᒕ୐͛
®) uses human serum albumin
fusion technology to increase the half-life. This allows slow release of the G-CSF component of
Mailisheng ( ᒕ୐͛
®), continuing to promote the development and release of neutrophils over an
extended period.
We received approval from the NMPA to conduct a Phase I clinical trial in December 2012 and
completed the Phase I study in China in January 2018. In February 2018, we received approval to
proceed with a Phase II/III clinical trial. Additionally, we submitted a supplemental application to
include a 20 mg dose in the trial in July 2019 and received approval in October 2019. We completed
the Phase II/III clinical trial in China in May 2023. The clinical trials have demonstrated good
safety, tolerability, and efficacy profiles of Mailisheng ( ᒕ୐͛
®).
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The NMPA granted marketing approval for Mailisheng ( ᒕ୐͛®) in May 2025, representing
our first commercialized innovative drug. It is globally the first launched G-CSF developed with
albumin long-acting fusion technology. Mailisheng ( ᒕ୐͛
®) is approved to be used in adult
patients with non-myeloid malignancies to reduce the incidence of infections manifested by febrile
neutropenia when receiving myelosuppressive anticancer drugs associated with a clinically
significant incidence of febrile neutropenia. Mailisheng ( ᒕ୐͛
®) is not suitable for the
mobilization of peripheral blood progenitor cells for hematopoietic stem cell transplantation. Since
the first long-acting G-CSF was launched in 2011, seven of the nine G-CSFs currently on the market
are PEG-modified. There is only one crystallizable fragment fusion protein-type long-acting G-CSF
drug. Mailisheng ( ᒕ୐͛
®) represents a brand new, long-acting G-CSF that is de-PEG-modified.
Thus, Mailisheng ( ᒕ୐͛®) holds significant promise as an anticancer therapeutic, addressing the
vast unmet medical need in this area.
In June 2025, we and T-mab Bio Pharma, our wholly-owned subsidiary, entered into an
agreement with Qilu Pharmaceutical Co. Ltd. (“ Qilu ”), to grant Qilu the exclusive rights to
develop, manufacture, improve, utilize and commercialize Mailisheng ( ᒕ୐͛®) in Greater China
(including Chinese Mainland, Hong Kong, Macau and Taiwan). For details, please refer to “—
Collaboration and Licensing Agreements — Collaboration with Qilu Pharmaceutical Co. Ltd.”
Sales of Mailisheng commenced in December 2025.
Maiweijian ( ᒕሊ਄
®): A Biosimilar Drug of Denosumab
Maiweijian ( ᒕሊ਄®) is the first biosimilar of denosumab (120mg) approved for the treatment
of giant cell tumor of the bone in China. Denosumab is a targeted drug that binds to and inhibits
RANKL, a protein regulating bone cell activity. By neutralizing RANKL, denosumab reduces bone
resorption and increases bone mass and strength. Originally approved for medical use in the U.S.
in 2010 under the brand name Xgeva, denosumab is indicated for the prevention of skeleton-related
events in patients with bone metastases from solid tumors.
In March 2024, the NMPA approved the NDA for Maiweijian, authorizing its use for the
treatment of giant cell tumors of the bone that is unresectable or where surgical resection may lead
to severe functional impairment. This includes adults and adolescents with mature skeletal
development, defined as having at least one mature long bone and a weight of 45 kg or more.
Additionally, we plan to file supplementary application for Maiweijian for the treatment of solid
tumor bone metastases and multiple myeloma with the NMPA. As of the Latest Practicable Date,
Maiweijian had been included in NRDL in China. In August 2025, Maiweijian ( ᒕሊ਄
®) received
marketing approval in Pakistan. Maiweijian can provide a cost-effective alternative treatment
option for patients with bone tumors as well as solid tumor bone metastases and multiple myeloma.
We entered into commercialization agreements with leading pharmaceutical companies in
Brazil, Peru, Saudi Arabia and the Philippines in July 2024, October 2024, December 2024 and July
2025, respectively. Under these agreements, the collaboration companies will obtain marketing
authorization and conduct commercialization of Maiweijian ( ᒕሊ਄
®) within Brazil, Peru, multiple
countries within the Middle East and the North Africa region, and the Philippines, respectively. In
addition, we entered into commercialization agreements in 29 other countries including Colombia,
Indonesia and Thailand. We retain the ownership of rights of Maiweijian ( ᒕሊ਄
®) under the
commercialization agreements. These cooperations represent a solid step forward in the Latin
American, Middle East and North Africa regions and enhances the accessibility of our products to
the local patient communities.
Sales of Maiweijian commenced after we obtained the NDA approval in March 2024. In 2024
and 2025, the sales revenue of Maiweijian amounted to RMB14.6 million and RMB3.7 million,
respectively. The annual treatment cost of Maiweijian for adult patients and skeletally mature
adolescent patients (defined as having at least one mature long bone and a body weight /H1135045 kg)
with GCTB that is not surgically resectable or where surgical resection may lead to severe
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functional impairment is approximately RMB15,000 per year. For GCTB patients with unresectable
tumors or those for whom surgery may cause severe functional impairment, denosumab and its
biosimilars are the primary treatment options in 2024 CSCO guidelines. For such patients,
denosumab is recommended as a Category I drug for unresectable giant cell tumors of bone, and
denosumab biosimilars are also recommended by the guidelines as Category II drugs. In 2024,
Maiweijian accounted for approximately 0.7% of the market share of Anti-RANKL monoclonal
antibody drug market in China.
6MW5311: T cell engager (“TCE”) targeting CD3 and leukocyte immunoglobulin-like
receptor subfamily B member 4 (“LILRB4”)
6MW5311 is a TCE targeting CD3 and LILRB4, designed for the treatment of relapsed or
refractory acute myeloid leukemia (“AML”), chronic myelomonocytic leukemia (“CMML”), and
relapsed or refractory multiple myeloma (“MM”). LILRB4 is upregulated in monocytic AML and
is also expressed in CMML and MM. 6MW5311 simultaneously binds to CD3 and LILRB4,
bridging T cells and tumor cells and promoting the formation of immune synapses. With that,
6MW5311 activates T cells to kill the tumor cells. With a unique structural design, 6MW5311 has
an extremely low binding activity to T cells in a tumor-free environment. In contrast, in a
microenvironment where tumors and T cells coexist, 6MW5311 exhibits a strong killing effect to
the tumor cells, thereby significantly improving safety while ensuring efficacy. We expect to file an
IND application for 6MW5311 with both the NMPA and the FDA in the first half of 2026.
PIPELINE PRODUCTS FOR AUTOIMMUNE DISORDERS
Key Product 9MW1911: A ST2 Targeting Monoclonal Antibody for the Treatment of
Autoimmune Disease
Mechanism of Action
The MOA of 9MW1911 involves the binding of the antibody to ST2, effectively preventing
the activation of the IL-33/ST2 signaling pathway, which plays a significant role in various
inflammatory responses, including COPD. The diagram below illustrates the MOA of 9MW1911:
Abbreviations: IL1RAP: interleukin 1 receptor accessory protein; JNK: Jun N-terminal kinase; ERK: extracellular
signal-regulated kinase
Source: Company information
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Market Opportunity and Competition
As of the Latest Practicable Date, there was no ST2 targeting drug approved globally, and
there were four ST2 targeting drug candidates being clinically developed in China, including
9MW1911, all for the treatment of COPD and/or asthma. In China, the prevalence of COPD
increased from 104.4 million in 2019 to 107.8 million in 2024, and is expected to further increase
to 110.1 million in 2028 and 112.0 million in 2032 at a CAGR of 0.5% from 2024 to 2028 and 0.4%
from 2028 to 2032.
Competitive Advantages
High affinity for the target
9MW1911 has showed high affinity for the target, with clear MOA and favorable PK profiles.
Preclinical studies have showed that 9MW1911 exhibits high affinity for recombinant human ST2
at the molecular level and efficiently blocks IL-33 binding to ST2. At the cytological level,
9MW1911 can inhibit the activity of recombinant human IL-33, promoting the production of IL-5
by human basophil KU812 cells, demonstrating the effect of blocking the IL-33/ST2 signaling
pathway. Additionally, the species crossover assay has shown that 9MW1911 can specifically bind
to ST2 in human and cynomolgus monkey, but not in rats and mice.
Broader population and broader pharmacological effect compared with competitors
The IL-33/ST2 pathway, closely related to the development and progression of many
inflammatory diseases, is an effective therapeutic target for inflammatory and allergic reactions.
The IL-33 pathway is the upstream pathway of IL-4/IL-13 signaling pathway. Dupilumab, an
antibody targeting IL-4Ra, is approved and marketed by Sanofi in the U.S., Europe and China.
Thus, 9MW1911 has a broader pharmacological profile compared to dupilumab.
Furthermore, dupilumab has shown positive advances in COPD and is indicated for patients
with type 2 inflammation in COPD (with blood eosinophils /H11350300 cells/µL at screening) and does
not limit smoking cessation in the population. However, epidemiologically, COPD is predominantly
characterized by patients with eosinophil counts less than 300 cells/µL. In a study analyzing
eosinophil levels in patients with COPD, only approximately 31% of the total number of COPD
patients had eosinophil counts /H11350300 cells/µL. Similarly, preliminary results of TSLP antibody have
demonstrated that TSLP antibody is also effective in patient populations with high eosinophil
levels. Compared to dupilumab and TSLP targeting antibody, drugs targeting the ST2/IL-33
pathway do not limit eosinophil counts, suggesting a broader population for 9MW1911.
Fast progress in product development
There are no antibody drugs targeting ST2 or its ligand IL-33 currently available on the
market globally, and domestic drugs targeting the same target are still in the early stage of research.
9MW1911 is one of the fastest-progressing pipelines in China. We are advancing subsequent
clinical trials in COPD and actively exploring development possibilities in other respiratory areas.
Summary of Clinical Trials
Study Number Phase Study Design Sites Subjects Status
Actual Patient
Enrollment
9MW1911-C01 /H1118/H1118I Randomized, double-
blind, parallel
grouping, dose-
escalation clinical
study to evaluate the
safety, tolerability,
PK
China Healthy
participants
Completed 48
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Study Number Phase Study Design Sites Subjects Status
Actual Patient
Enrollment
9MW1911-C02 /H1118/H1118I Randomized, double-
blind, placebo
controlled, dose-
escalation clinical
study to evaluate the
safety, tolerability,
PK and
immunogenicity
China Healthy
participants
Completed 28
9MW1911-C03 /H1118/H1118Ib/IIa Randomized, double-
blind, placebo-
controlled clinical
study to evaluate the
PK, safety,
tolerability, and
preliminary efficacy
China Patients with
moderate to
severe COPD
Active, ongoing 80
9MW1911-C04 /H1118/H1118II Multi-center,
randomized, double-
blind, parallel
grouping, placebo-
controlled clinical
study to evaluate the
safety and efficacy
China Patients with
moderate to
severe COPD
Active, ongoing 360 (expected)
The following sets forth an overview of the key clinical studies of 9MW1911:
9MW1911-C03: A Phase Ib/IIa clinical trial to evaluate PK, safety, tolerability, and preliminary
efficacy of 9MW1911 in patients with moderate to severe COPD in China sponsored by us
Overview. This is a randomized, double-blind, parallel-group Phase Ib/IIa clinical study to
evaluate the PK, safety, tolerability, and preliminary efficacy of 9MW1911 in patients with
moderate to severe COPD. The primary objective is to assess the safety, tolerability, and PK of
9MW1911 in participants with moderate to severe COPD who are former smokers.
Trial design. The study consists of two parts: a Phase Ib dose escalation study and a Phase IIa
dose expansion study. A total of 80 patients were enrolled and divided into two groups: a treatment
group and a control group. For the Phase Ib dose escalation study, there are four dose cohorts (100
mg, 300 mg, 600 mg, and 900 mg), each enrolling eight patients, randomized in a 3:1 ratio. For the
Phase IIa dose expansion study, there are two dose cohorts with doses selected based on the results
of the Phase Ib study. Patients will receive an intravenous infusion of 9MW1911 or a placebo every
four weeks. The primary endpoints are to evaluate: (i) the safety, tolerability, and PK of 9MW1911
in patients with moderate-to-severe COPD who were former smokers; and (ii) safety indicators,
including physical examination, vital signs, electrocardiogram, the occurrence of AEs and SAEs,
and laboratory tests, including routine blood, urine, and blood biochemistry. The secondary
endpoints are to evaluate the preliminary efficacy, immunogenicity, and impacts on biomarkers.
The key inclusion criteria include: (i) patients aged 40 years or older; (ii) patients with
moderate to severe COPD; (iii) patients with a smoking history of at least 10 pack-years; and (iv)
patients diagnosed with COPD by a physician for at least one year prior to screening. The key
exclusion criteria include: (i) patients who have had a pneumonectomy or lung reduction within 12
months prior to screening; (ii) patients with other concomitant active or clinically significant
respiratory diseases that significantly impact the study; (iii) patients who have had a myocardial
infarction, unstable angina, or stroke within 12 months prior to screening; (iv) patients with
uncontrolled high blood pressure; or (v) patients with an unresolved respiratory infection within
four weeks prior to randomization.
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Status. The study was initiated in July 2023. As of the Latest Practicable Date, we had
completed the follow-up period of the Phase Ib trial in China and completed the patient treatment
and patient follow-up visits of the Phase IIa trial. We expect to complete the trial in the first half
of 2026. We consider the Phase Ib/IIa trial as equivalent to a Phase II clinical trial of 9MW1911.
Efficacy data. The annualized rate of COPD exacerbation demonstrated a dose-dependent
decrease in the treatment arms. At the recommended dose for the Phase IIb study (N=30), the
annualized rate of moderate-to-severe COPD exacerbations was reduced by over 30% compared to
the placebo group. Furthermore, the annualized rate of severe COPD exacerbations was reduced by
over 40% compared to the placebo group, and the proportion of patients experiencing severe COPD
exacerbations was significantly lower in the treatment group than in the placebo group (13.3% vs.
35%).
Safety data. 9MW1911 was safe and well-tolerated across all dose groups, with an overall
incidence of AEs similar to that of the placebo group (70% vs 85%). 9MW1911 ranging from 25
mg to 1,200 mg demonstrated a non-linear increase in exposure, while a linear PK profile was
observed in the dose range from 100 mg to 1,200 mg. No anti-drug antibodies were detected in any
participants. Total sST2 in serum increased and stabilized at higher dose levels, demonstrating
sustained target binding. Immunogenicity was negative in all subjects, and no new safety risk
signals were identified.
9MW1911-C04: A Phase II clinical trial to evaluate safety and efficacy of 9MW1911 in patients with
moderate to severe COPD in China sponsored by us
Overview. This is a randomized, double-blind, parallel-group Phase II clinical study to
evaluate the safety and efficacy of 9MW1911 in patients with moderate to severe COPD. The
primary objective is to evaluate the efficacy and dose-response relationship of 9MW1911 in
reducing the risk of moderate to severe acute exacerbations of COPD (“AECOPD”) in the patients
and to explore the optimal dosing regimen.
Trial design. A total of 360 patients are expected to be enrolled and divided into two groups:
a treatment group and a control group. Patients in the treatment group and the control group will
receive an intravenous infusion of either 9MW1911 (200mg/4mL per vial) or a placebo every four
weeks, respectively. The treatment cycle will be 52 weeks. The primary endpoint will be the
annualized incidence rate of moderate to severe AECOPD during the 52-week treatment cycle.
Secondary endpoints will include: (i) change from baseline of forced expiratory volume in one
second before or after taking bronchodilators; (ii) change from baseline of forced vital capacity
before or after taking bronchodilators; (iii) the time of the first occurrence of moderate to severe
AECOPD; (iv) the annualized incidence rate of severe AECOPD during the 52-week treatment
cycle; (v) the time of the first occurrence of severe AECOPD; and (vi) the safety indicators ( i.e. ,
physical examination, vital signs, electrocardiogram, the occurrence of AEs and SAEs, and
laboratory tests, including routine blood, urine, and blood biochemistry).
The key inclusion criteria include: (i) patients aged between 40 and 75; (ii) patients who
experienced moderate AECOPD at least twice or severe AECOPD at least once within the 12
months prior to screening; (iii) patients with a smoking history of at least 10 pack-years; (iv)
patients diagnosed with COPD for at least 12 months prior to screening; (v) patients who received
background treatment for at least 3 months prior to screening, and the dosage of background
treatment remained stable for at least a month prior to screening and during the screening period.
The key exclusion criteria include: (i) patients who have had a pneumonectomy or lung reduction
within 12 months prior to screening; (ii) patients with other concomitant active or clinically
significant respiratory diseases that significantly impact the study; (iii) patients who have had a
myocardial infarction or unstable angina, within 12 months prior to screening; (iv) patients who
have had a transient ischemic attack or stroke within 6 months prior to screening; (v) patients with
asthma or a history of asthma; or (vi) patients who experienced moderate to severe AECOPD within
four weeks prior to randomization or during the screening period.
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Status. We initiated the Phase II trial in patients with COPD in China in July 2025 and expect
to conduct an interim analysis after obtaining 52-week visit data from at least 120 subjects and
complete the last patient last visit in the second half of 2027. We have completed the dosing of the
first patient in the trial.
Clinical Development Plan
We plan to advance 9MW1911 to a Phase III clinical trial in patients with COPD in China to
observe safety, efficacy, and immunogenicity in the second half of 2026. We had not received any
relevant regulatory agency’s objections to our clinical development plans as of the Latest
Practicable Date.
Material Communications with Competent Authorities
The NMPA accepted our IND applications for 9MW1911-C03, 9MW1911-C01 and
9MW1911-C02 on February 10, February 18 and February 18, 2021, respectively, and issued
approval to all these IND applications without objection on May 6, 2021. In December 2025, the
FDA granted the IND approval to conduct a Phase IIa clinical trial of 9MW1911 targeting COPD
in the U.S.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET 9MW1911
SUCCESSFULLY.
9MW3811: A Humanized IL-11 Targeting Monoclonal Antibody for the Treatment of
Fibrosis-related Diseases and Cancer
IL-11 is a cytokine with a key role in chronic inflammation and fibrosis-related diseases,
including pulmonary fibrosis, skin fibrosis, renal fibrosis and liver fibrosis. It also plays an
important role in the occurrence of aging-related diseases. 9MW3811 is a Class 1 biological product
we developed in-house. With a high binding affinity and strong neutralizing activity toward IL-11,
9MW3811 may effectively block the downstream signaling pathway mediated by IL-11, thereby
intervening in the pathological process involved in certain chronic inflammation and fibrosis-
related diseases. We applied the LALA modification (L234A/L235A) to the fragment crystallizable
(“Fc”) region of 9MW3811 to eliminate its binding to multiple Fc receptors on the immune cells
and hence reduce the risk of Fc-mediated toxicity. This modification may also lead to a longer
half-life of 9MW3811, as confirmed in the clinical trials, by reducing the liver metabolism of
9MW3811.
9MW3811 has demonstrated significant therapeutic efficacy in multiple animal models of
pulmonary fibrosis. In the mouse model, 9MW3811 significantly reduced the area of pulmonary
fibrosis, decreased lung collagen content, and improved lung function, suggesting its potential as
an effective treatment for pulmonary fibrosis-related diseases. Furthermore, 9MW3811
demonstrated significant efficacy results in several other fibrosis-related indications, such as scar
growth inhibition and abnormal endometrial bleeding. Our preclinical studies of 9MW3811 were
published in npj Precision Oncology in May 2025.
9MW3811 has received multiple IND approvals from regulatory authorities globally. We
received IND approval from the TGA in Australia in February 2023 and completed the Phase I
clinical trial of 9MW3811 in healthy participants in December 2023. We received IND approval
from the NMPA in May 2023 for clinical trials targeting advanced malignancies and idiopathic
pulmonary fibrosis and completed the Phase I clinical trial in healthy participants in China in May
2024. Both clinical trials demonstrated a favorable safety profile and a half-life of up to 30 days
of 9MW3811 in humans. In addition, we received IND approval from the FDA for clinical trials
targeting idiopathic pulmonary fibrosis in June 2023.
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Furthermore, 9MW3811 is shown to be involved in the formation of pathological scars
(including hypertrophic and keloids). Pathological scars are raised, firm scars formed from excess
fibrinogen production and collagen during healing. Previous studies have shown that IL-11
promotes the differentiation of fibroblasts into myofibroblasts by upregulating the expression of
extracellular matrix proteins and /H9251-smooth muscle actin, thereby leading to scar formation. Thus,
IL-11 neutralizing antibodies have a potential to significantly inhibit this differentiation process and
related scar formation. Animal studies have shown that 9MW3811 can effectively reduce the size
of pathological scars. According to epidemiology studies, the prevalence of Pathological Scar in
China had reached 82.6 million in 2024, with a CAGR of 1.0% from 2019 to 2024. The number of
patients is expected to reach 86.2 million in 2028 and 90.4 million in 2032, with a CAGR of 1.2%
from 2028 to 2032. China’s pathological scar drug market size reached RMB22.5 billion in 2024,
with a CAGR of 1.8% from 2019 to 2024. The market size is expected to reach RMB24.4 billion
in 2028 and RMB56.0 billion in 2032, representing a CAGR of 2.1% from 2024 to 2028 and 23.0%
from 2028 to 2032.
In November 2025, the NMPA granted an IND approval for clinical trials of 9MW3811
targeting pathological scars (including hypertrophic and keloids), making 9MW3811 the first
clinical stage drug candidate targeting IL-11 for the treatment of pathological scars (including
hypertrophic and keloids). We initiated clinical trials of 9MW3811 targeting pathological scars
(including hypertrophic and keloids) in December 2025.
In June 2025, we entered into an exclusive licensing agreement with Calico Life Sciences LLC
(“Calico”) to grant Calico the exclusive rights to develop, manufacture, and commercialize IL-11
directed therapeutics, including 9MW3811, in all regions except Greater China. For details, please
refer to “Business — Collaboration and Licensing Agreements — Collaboration with Calico Life
Sciences LLC.”
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET 9MW3811
SUCCESSFULLY.
Junmaikang ( ёᒕੰ
®): A Biosimilar Drug of Adalimumab
Junmaikang ( ёᒕੰ®) is a biosimilar of adalimumab, which targets and neutralizes the
inflammatory cytokine TNF- /H9251. By blocking TNF- /H9251, it reduces inflammation and modulates immune
system activity. Adalimumab was first approved for medical use in the U.S. in 2002, marketed under
the brand name Humira. It is widely used to treat various autoimmune and inflammatory diseases,
including rheumatoid arthritis, psoriatic arthritis, ankylosing spondylitis, Crohn’s disease,
ulcerative colitis, plaque psoriasis, hidradenitis suppurativa, and uveitis.
Junmaikang was commercialized in March 2022, when the NMPA approved the NDA for
Junmaikang, authorizing its use for the treatment of rheumatoid arthritis, ankylosing spondylitis,
and psoriasis. Subsequently, the NMPA approved a supplementary application for Junmaikang in
November 2022 to include indications for Crohn’s disease, uveitis, polyarticular juvenile idiopathic
arthritis, pediatric plaque psoriasis, and pediatric Crohn’s disease. As of the Latest Practicable Date,
Junmaikang was included in NRDL in China. In December 2025, Junmaikang received marketing
approval in Indonesia.
In September 2024, we entered into a commercialization agreement with one leading
pharmaceutical company in Peru, which will obtain marketing authorization and conduct
commercialization of Junmaikang within Peru. In addition, we entered into commercialization
agreements in 16 other countries including Indonesia, Philippines, Morocco and Argentina.
We did not generate revenue from Junmaikang in 2023. In 2024 and 2025, our revenue
generated from sales of Junmaikang amounted to RMB5.6 million and RMB41.4 million,
respectively. In July 2025, we became the sole MAH of Junmaikang in China. The annual treatment
cost for adult patients with moderate to severe active rheumatoid arthritis who have had an
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inadequate response to disease-modifying antirheumatic drugs, including methotrexate, and are
using Junmaikang in combination with methotrexate is approximately RMB24,000. The annual
treatment cost of Junmaikang for adult patients with severe active ankylosing spondylitis who have
had an inadequate response to conventional therapy is approximately RMB24,000. The annual
treatment cost of Junmaikang for adult patients with moderate to severe chronic plaque psoriasis
who achieve adequate response within the initial 16 weeks of treatment is approximately
RMB26,000. For those who do not achieve adequate response within the initial 16 weeks and
require higher doses for a period, the annual treatment cost of Junmaikang is approximately
RMB37,000. In 2024, Junmaikang accounted for approximately 0.2% of the market share of all
approved adalimumab products in China.
PIPELINE PRODUCTS FOR BONE DISEASE
1MW5011 (RP901): A Small Molecular Drug for the Treatment of Osteoarthritis
Osteoarthritis is a chronic degenerative disease characterized by joint pain caused by various
factors, leading to fibrosis, chafing, ulceration, and loss of articular cartilage. It significantly affects
patients’ quality of life and has become the fourth most disabling disease. The incidence of
osteoarthritis is closely related to gender and age.
The primary purpose of osteoarthritis treatment is to relieve the pain, maintain or improve the
joint function, and protect the joint structure. Current treatment options include pain relievers such
as oral and topically applied non-steroidal anti-inflammatory drugs, as well as intra-articular
injections of glucocorticoids and sodium hyaluronate. Commonly used oral drugs include
non-steroidal anti-inflammatory drugs, opioids, joint cartilage protectors (such as glucosamine,
chondroitin, diacerein). However, long-term use of non-steroidal anti-inflammatory drugs can cause
adverse reactions such as gastrointestinal bleeding and perforation, and also increase the risk of
cardiovascular disease. Opioids are only suitable for short-term treatment of severe chronic bone
and joint pain due to their addictiveness and potential safety hazards such as respiratory depression.
Moreover, the current treatment options cannot alter the natural progression of osteoarthritis. Many
patients fail to receive timely and effective treatment for various reasons, resulting in prolonged
illness and eventual disability.
1MW5011 (RP901) is a new chemical entity that exerts bone protection and improves/treats
osteoarthritis by rapidly converting into N-butyryl glucosamine in vivo after oral administration.
Preclinical pharmacodynamic studies showed that N-butyryl glucosamine significantly promoted
the proliferation of bovine chondrocytes and proteoglycan synthesis, and increased the expression
of type II collagen in rat chondrocytes. Preclinical studies using articular cartilage from
osteoarthritis patients and healthy subjects showed that N-butyryl glucosamine significantly
promoted chondrocyte anabolism and inhibited chondrocyte catabolism. Radioisotope labeling in
rats and monkeys showed that, after oral administration of [14C] N-butyryl glucosamine, strong
radioactivity was detected in the bones, bone marrow and knee joint-related areas, underscoring its
high oral bioavailability and good distribution within bone joints. A Phase II trial of 1MW5011
(RP901) for the treatment of knee osteoarthritis was subsequently initiated, with the first patient
dosed in July 2024. As of the Latest Practicable Date, patient recruitment was ongoing and the trial
is expected to be completed in 2028. In addition, we initiated a Phase Ib trial of 1MW5011 (RP901)
to evaluate its safety, tolerability and preliminary efficacy in patients with knee osteoarthritis in
December 2025.
1MW5011 (RP901) was originally developed by Risen. T-mab Bio Pharma, our wholly-owned
subsidiary and Mabwell Chongqing, entered into a license agreement with Risen for 1MW5011
(RP901) in July 2024. Under this agreement, Risen has granted us the rights of 1MW5011 (RP901)
to research, develop, register, commercialize, and market it and its accompanying diagnostics
within the Chinese Mainland, Hong Kong, Macau, and Taiwan. For more details, please see “—
Collaboration and Licensing Agreements — Collaboration with Risen (Suzhou) Pharma Technology
Co., Ltd.”
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WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET 1MW5011
(RP901) SUCCESSFULLY.
Mailishu ( ᒕлബ®): A Biosimilar Drug of Denosumab
Mailishu ( ᒕлബ®) is the second approved biosimilar of denosumab for the treatment of
osteoporosis in China. Denosumab is a targeted therapy that functions as a RANKL inhibitor,
preventing osteoclast-mediated bone resorption. By inhibiting RANKL, denosumab reduces bone
loss and increases bone mass and strength in patients at high risk of fractures.
We received clinical trial approval from the NMPA in China for Mailishu in January 2017 and
completed the Phase III clinical study in November 2021. In March 2023, the NMPA approved the
NDA for Mailishu, authorizing its use for the treatment of osteoporosis in postmenopausal women
at high risk of fracture. We will continue to explore Mailishu in other types of osteoporosis. In
August 2025, Mailishu received marketing approval in Pakistan. As of the Latest Practicable Date,
Mailishu had been included in NRDL in China. We believe that Mailishu can provide a new,
cost-effective biosimilar treatment option for patients requiring RANKL targeting therapy to
manage their osteoporosis. By offering a high-quality version of the approved denosumab biologic,
Mailishu aims to improve patient access and affordability for this important therapy, helping
preserve bone mass and strength in those at elevated fracture risk.
We entered into commercialization agreements with leading pharmaceutical companies in
Brazil, Peru, Saudi Arabia and the Philippines, in July 2024, October 2024, December 2024 and July
2025, respectively. Under these agreements, the collaboration companies will obtain marketing
authorization and conduct commercialization of Mailishu within Brazil, Peru, multiple countries
within the Middle East and the North Africa region, and the Philippines, respectively. In addition,
we entered into commercialization agreements in 29 other countries including Colombia, Indonesia
and Thailand. In addition, in November 2024, we entered into an agreement with the Administration
of Chongqing Hi-tech Industrial Development Zone and Chongqing Zhongxin Pharmaceutical Big
Health Private Equity Investment Fund Partnership Enterprise, to jointly develop a R&D and
manufacturing facility for Mailishu and support the commercialization of Mailishu in Chongqing,
China. As of the Latest Practicable Date, Chongqing Zhongxin Pharmaceutical Big Health Private
Equity Investment Fund Partnership Enterprise had made an investment of RMB200 million into
this joint program.
In 2024 and 2025, the sales of Mailishu amounted to RMB124.4 million and RMB202.8
million, respectively. In 2024, Mailishu accounted for approximately 6.2% of the market share of
Anti-RANKL monoclonal antibody drug market in China.
PIPELINE PRODUCTS FOR OPHTHALMOLOGY DISEASE
9MW0211: A VEGF-A Targeting Monoclonal Antibody for the Treatment of Ophthalmology
Disease
9MW0211 is a recombinant, humanized mAb that targets VEGF-A, the most biologically
active member of the VEGF protein family. 9MW0211 was developed using rabbit mAb and
humanization modification technologies, designed for the treatment of VEGF targeting treatment-
related disease as potential indications, such as neovascular (“wet”) age-related macular
degeneration (“ AMD”), diabetic macular edema (“ DME”), and retinal vein occlusion (“ RVO”). By
specifically binding to and neutralizing VEGF-A, 9MW0211 blocks its interaction with receptors on
the surface of endothelial cells. This further reduces vascular permeability and inhibits the
generation and progression of abnormal blood vessel growth. As a consequence, 9MW0211 inhibits
the pathological neovascularization and vascular leakage underlying ocular diseases.
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We received an IND approval from the NMPA in China for 9MW0211 in October 2014 and
completed a Phase I trial for the treatment of ophthalmology disease in May 2019. The Phase I trial
results demonstrate favorable safety and efficacy results. We subsequently communicated with the
NMPA in September 2020 and received the NMPA response regarding clinical trial design in
January 2021. We initiated a Phase II/III clinical trial in China in May 2021 completed it in
December 2025, and we plan to file the NDA with the NMPA in due course. Compared to similar
products currently available on the market, 9MW0211 exhibited superior efficacy and high affinity,
with no significant differences in safety, or dosing intervals. With approximately twice the
proportion of patients experiencing significant vision improvement and double the average level of
vision improvement, 9MW0211 represents a potential new treatment option for managing
neovascularization-related eye disorders through targeted anti-VEGF activity.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET 9MW0211
SUCCESSFULLY.
9MW0813: A Biosimilar Drug of Aflibercept
9MW0813 is a biosimilar of aflibercept, a recombinant human VEGF receptor-antibody fusion
protein. Aflibercept acts as a VEGF trap, binding to and neutralizing VEGF. By preventing VEGF
from interacting with its receptors on endothelial cells, aflibercept inhibits the signaling pathway
that drives abnormal blood vessel growth and increased vascular permeability. First approved in the
U.S. in 2011 and marketed under the brand name Eylea, aflibercept is used to treat wet AMD.
Aflibercept was subsequently approved for treating certain types of metastatic colorectal cancer, in
combination with chemotherapy.
We filed an IND application for the 9MW0813 for the treatment of adult DME in June 2020
and received approval from the NMPA in September 2020. The results of the Phase I clinical trial
completed in January 2022 demonstrate the comparable safety, efficacy and PK profile of
9MW0813 and Eylea. We also initiated the Phase III clinical study in February 2022, completed it
in December 2024 and filed the NDA with the NMPA, which was accepted in September 2025.
9MW0813 has the potential to serve as a high-quality, cost-effective biosimilar treatment option for
ocular diseases characterized by abnormal blood vessel growth and increased vascular permeability.
We entered into a commercialization agreement with a leading pharmaceutical company in
India in March 2024. Under the agreement, the collaboration company will obtain marketing
authorization and conduct commercialization of 9MW0813 within India and have the right to
non-exclusively export 9MW0813 to other ten countries in South Asia and Africa. We retain the
ownership of rights of 9MW0813 under the commercialization agreements.
WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET 9MW0813
SUCCESSFULLY.
PIPELINE PRODUCTS FOR BLOOD DISEASE
9MW3011: A TMPRSS6 Targeting Antibody for the Treatment of Blood Disease
Mechanism of Action
The 9MW3011 mAb specifically binds to TMPRSS6, leading to upregulated expression of the
iron regulatory hormone hepcidin in hepatocytes. This mechanism suppresses both dietary iron
absorption and the release of iron from storage, ultimately reducing serum iron levels.
Consequently, 9MW3011 helps regulate iron homeostasis in the body. The diagram below illustrates
the MOA of 9MW3011:
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Abbreviations: ERFE: erythropoietic regulator erythroferrone; TF: transferrin; TFR2: transferrin receptor 2; HJV:
hemojuvelin; HFE: high iron (Fe); JAK: Janus kinase; STAT: signal transducer and activator of transcription; HAMP:
hepcidin antimicrobial peptide
Source: Company information
Market Opportunity and Competition
As of the Latest Practicable Date, there was no TMPRSS6-targeting drug approved globally,
and there were seven clinical-stage TMPRSS6-targeting product candidates globally, with
9MW3011 being the first one and the only antibody drug candidate in China.
Competitive Advantages
Target specificity and good safety profile
9MW3011 specifically binds to TMPRSS6, blocking its inhibitory effect on the BMP/SMAD
pathway. Clinically, the increased expression of hepcidin following the functional inactivation of
the TMPRSS6 gene mutation can lead to iron-refractory iron deficiency anemia. Although fewer
cases have been reported, no other non-hematologic systemic abnormalities appear to be associated
with the target’s MOA. The Phase I clinical trial showed favorable safety and tolerability of
9MW3011 in healthy subjects, with no MTD or grade 3 or above TRAE observed.
Improved patient compliance
9MW3011 is expected to have a longer half-life and longer dosing intervals than the
once-weekly dosing intervals of iron-modulated analogs used for the treatment of polycythemia
vera, leading to improved patient compliance. As a mAb, 9MW3011 is anticipated to have a more
rapid onset of action upon entering the bloodstream compared to oligonucleotide analogs targeting
TMPRSS6, which are dependent on drug delivery systems.
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Rapid R&D progress
Drugs targeting the hepcidin-ferroportin axis for the treatment of iron metabolism disorder-
related diseases are not yet on the market. 9MW3011 has entered the Phase Ib trial, suggesting its
rapid progress.
Summary of Clinical Trials
Study Number Phase Study Design Sites Subjects Status
9MW3011-C01 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118I Single-center,
randomized, double-
blind, placebo-
controlled single
ascending dose study
to evaluate safety,
tolerability, PK, PD
and immunogenicity
China Healthy participants Completed
9MW3011-C03 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ib Multi-center,
randomized, open-
label, multiple-
ascending dose study
to evaluate safety,
tolerability, PK, PD,
and immunogenicity
China Patients with
polycythemia
vera
Active, ongoing
9MW3011-C05 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ib Single-center, open-label,
single arm study to
evaluate safety,
tolerability, PK, PD
and immunogenicity
China Patients with
polycythemia
vera
Active, ongoing
The following sets forth an overview of the key clinical studies of 9MW3011:
9MW3011-C01: A Phase I clinical trial to evaluate safety, tolerability, PK, PD and immunogenicity
of 9MW3011 in healthy participants in China sponsored by us
Overview. This is a single-center, randomized, double-blind, placebo-controlled Phase I single
ascending dose study. The primary objective is to evaluate the safety and tolerability of a single
intravenous infusion of 9MW3011 in healthy participants and to explore the MTD that may occur
with a single administration. The secondary objective is to assess the PK, PD, and immunogenicity
of a single intravenous infusion of 9MW3011 in healthy participants.
Trial design. The single ascending dose study comprises six dose cohorts, each including eight
healthy participants. In each cohort, participants will be randomized in a 6:2 ratio to receive either
9MW3011 or a placebo via intravenous infusion. The primary endpoints are to evaluate any AEs
that occur in the participants during the clinical trial, their severity, and their relevance to the trial
drug. The secondary endpoints are to assess other safety observations, including vital signs,
physical examination, 12-lead electrocardiogram, clinical laboratory findings, and co-
administration of drugs.
The key inclusion criteria include: (i) male or female participants aged 18 to 65 years
(including 18 and 65 years); (ii) participants weighing 50.0 kg or more for males or 45.0 kg or more
for females, with a body mass index in the range of 19.0 to 26.0 kg/m
2 (including the cut-off value);
and (iii) participants judged by the investigator to have no abnormalities or only mild, clinically
insignificant abnormalities based on medical history, physical examination, laboratory tests, and
related items of inspection.
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The key exclusion criteria include: (i) participants with nervous/mental, respiratory,
cardiovascular, digestive, blood and lymphatic, endocrine, skeletal and muscular, immune, or
urinary system diseases, or a family history of severe systemic diseases (including cardiovascular,
digestive, and urinary systems); (ii) participants currently suffering from iron deficiency or iron
deficiency anemia; (iii) participants with a history of allergies to mAb or any drug components; (iv)
participants who have lost or donated 200ml of blood or more within three months before screening;
and (v) participants who are positive for hepatitis B virus surface antigen and/or hepatitis B virus
antigen, hepatitis C virus antibody, human immunodeficiency virus antibody, or treponema
pallidum antibody.
Status. We commenced the Phase I trial in healthy volunteers in China in March 2023 and
completed the trial in May 2024.
Safety Data. The safety and tolerability of a single intravenous infusion of 9MW3011 injection
in healthy Chinese participants in the dose range of 50 mg to 1,800 mg was favorable, and the MTD
was not observed. Dose escalation was smooth in this study, and no TEAEs occurred that met the
criteria for dose-escalation cessation. There was no significant dose correlation in the incidence of
AEs among the dose groups. There were no TEAEs of Grade 3 or higher related to the study drug,
no TEAEs leading to drug interruption, no TEAEs leading to discontinuation of the drug, no SAEs,
no TEAEs leading to early withdrawal, and no TEAEs leading to death. Twenty-four (66.7%)
participants in the treatment group reported 58 TEAEs, of which seven (19.4%) participants had 11
TEAEs that were judged by the investigator to be related to the study drug, including elevated
alanine aminotransferase (16.7%), elevated aspartate aminotransferase (2.8%), elevated blood
triglycerides (2.8%), and elevated blood bilirubin (2.8%). Nine (75.0%) participants in the placebo
group reported 14 TEAEs, of which two participants (16.7%) had three TEAEs that were judged by
the investigator to be related to the study drug, including elevated alanine aminotransferase (8.3%)
and elevated blood bilirubin (8.3%).
PD Data. A single intravenous infusion of 9MW3011 injection in healthy Chinese participants,
in the dose range of 50mg to 1,800mg, induced a rapid and significant increase in hepcidin levels,
compared with the participants receiving placebo. Accordingly, serum iron levels and transferrin
saturation showed a significant decrease 24h after administration, with a consistent trend in both
changes. Furthermore, 9MW3011 administration still maintains a degree of reduction on Day 57,
showing a trend of iron-restricted utilization. No significant dose correlation was observed among
the maximum effect of the various dose groups.
9MW3011-C03: A Phase Ib clinical trial to evaluate safety, tolerability, PK, PD, and
immunogenicity of 9MW3011 in patients with polycythemia vera in China sponsored by us
Overview. This is a multi-center, randomized, open-label, parallel-group, multiple-ascending
dose Phase Ib clinical study. The primary objective is to evaluate the safety and tolerability of
9MW3011 in patients with polycythemia vera.
Trial design. The trial plans to enroll a maximum of 108 patients. For the three starting dose
groups, 24 patients were randomized in a 1:1:1 ratio in parallel to three dosing groups and received
intravenous infusion administration of 9MW3011 for five cycles followed by 12 weeks of
follow-up. After completion of the protocol-specified visits in each dose group, the need for case
extensions or dose escalation was assessed by the sponsor and investigator based on a combination
of data generated. The primary endpoint is to evaluate the safety and tolerability of multiple
intravenous administrations of 9MW3011 in patients with polycythemia vera. The secondary
endpoints are to assess: (i) PK, PD, and immunogenicity of multiple intravenous administrations of
9MW3011 in patients with polycythemia vera; and (ii) the preliminary efficacy of multiple
intravenous administrations.
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The key inclusion criteria include: (i) patients aged 18 years or older at screening; (ii) patients
with polycythemia vera who meet the World Health Organization (2016) diagnostic criteria and are
hydroxyurea or IFN- /H9251resistant or intolerant; and (iii) patients treated with ruxolitinib who require
elution prior to administration of 9MW3011. The key exclusion criteria include: (i) patients with
thrombotic diseases such as heart failure, unstable angina, or myocardial infarction within six
months prior to screening; (ii) patients with hypertension that is not effectively controlled prior to
screening; (iii) patients with any non-polycythemia vera myeloproliferative neoplastic disease; (iv)
patients who are positive for hepatitis B, hepatitis C, human immunodeficiency virus, or syphilis;
or (v) patients with a history of malignancy within the previous five years.
Status. We commenced the trial and enrolled the first patient in March 2024, and completed
patient enrollment in March 2026. In July 2025, we completed the protocol-specified visits of the
patients in the three starting dose groups. We plan to complete the study in the first half of 2027.
9MW3011-C05: A Phase Ib clinical trial to evaluate safety, tolerability, PK, PD, and
immunogenicity of 9MW3011 in patients with polycythemia vera in China sponsored by us
Overview. This is a non-randomized, open-label, single-arm Phase Ib clinical study. The
primary objective is to evaluate the safety and tolerability of multiple intravenous infusions of
9MW3011 injection in patients with polycythemia vera who are newly diagnosed unmedicated or
treated.
Trial design. The trial plans to enroll a maximum of 12 patients. The patients will receive
450mg 9MW3011 every four weeks, for six cycles. The primary endpoint is to assess AEs, vital
signs, physical examination, laboratory tests, and 12-lead electrocardiograms. The secondary
endpoints are to evaluate PK, PD, immunogenicity and preliminary efficacy of multiple intravenous
administration of 9MW3011.
The key inclusion criteria include: (i) male or female patients aged 18 years or older at
screening; (ii) patients diagnosed with polycythemia vera, including newly diagnosed unmedicated
patients and treated patients; (iii) patients who previously received long-acting interferon-alpha
(polyethylene glycol interferon-alpha) and require drug elution; and (iv) patients who previously
received hydroxyurea, conventional interferon-alpha or ruxolitinib and require drug elution. The
key exclusion criteria include: (i) patients with thrombotic disease, such as heart failure, unstable
angina, or myocardial infarction, within six months prior to screening; (ii) patients with
hypertension that is not effectively controlled prior to screening; (iii) patients with non-
polycythemia vera myeloproliferative neoplastic disease; (iv) patients with a history of malignancy
within the previous five years; and (v) patients who have received mAb drug therapy within six
months prior to screening.
Status. We commenced the trial and enrolled the first patient in January 2025, and plan to
complete it in the second half of 2026.
Clinical Development Plan
We plan to initiate a Phase II or Phase II/III trial in the first half of 2026 to evaluate the safety
and efficacy of 9MW3011 in polycythemia vera. We had not received any relevant regulatory
agency’s objections to our clinical development plans as of the Latest Practicable Date.
Material Communications with Competent Authorities
In October 2022, the NMPA accepted the IND application of 9MW3011 for the treatment of
polycythemia vera, which the NMPA approved in January 2023. The FDA issued FTD and ODD to
9MW3011 for the treatment of polycythemia vera in September 2023 and February 2024,
respectively.
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WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND MARKET 9MW3011
SUCCESSFULLY.
COLLABORATION AND LICENSING AGREEMENTS
We have successfully entered into multiple collaboration and licensing agreements with
domestic and international partners to expand our coverage in both developed and emerging
markets, and maximize the commercial value of our product portfolio. We select our partners with
rigorous criteria for the benefits of the R&D of drug products, and we do not expect our current or
future partners to have material competing interests commercially in terms of products or
therapeutic focuses.
Collaboration with Junshi and its affiliates
On August 28, 2017 (the “ Junshi Effective Date ”), T-mab Bio Pharma, our wholly-owned
subsidiary, entered into a cooperative development agreement for recombinant human TNF- /H9251
targeting monoclonal antibody injection (the “ Junmaikang Collaboration Agreement ”) with
Junshi and its affiliates. Junshi is headquartered in Shanghai, China, and listed on both the Shanghai
Stock Exchange STAR Market (stock code: 688180) and the Hong Kong Stock Exchange (stock
code: 1877). Subsequently, we also entered into multiple supplemental agreements with Junshi, see
“— 2018 supplemental collaboration agreement with Junshi and its affiliates,” “— 2020
Undertaking with Junshi,” “— 2020 supplemental collaboration agreement with Junshi and its
affiliates” and “— 2024 and 2025 supplemental collaboration agreements with Junshi and its
affiliates” for the summary of the material amendments thereof. Junshi is a biopharmaceutical
company engaged in the discovery, development, and commercialization of innovative therapies.
Junshi is an Independent Third Party to us.
Collaborative R&D
Background: Junshi and its affiliates have developed a recombinant human TNF- /H9251targeting
monoclonal antibody injection (“ Junmaikang ”), further improved its manufacture process and filed
a patent application. Junmaikang was approved for clinical trials in May 2016, and entered Phase
I clinical study in November 2016. We and Junshi intend to jointly enjoy all rights and interests in
Junmaikang and collaboratively develop Junmaikang with the ultimate objective of
commercializing Junmaikang for sale, based on Junshi’s existing R&D results.
R&D Arrangement: Both parties shall jointly complete the clinical research, submit marketing
authorization application of Junmaikang, and jointly become the marketing authorization holder
(“MAH”). Decision-making in the follow-up clinical trials is led by us, and Junshi is responsible
for cooperating with us to complete the trials. Under the Junmaikang Collaboration Agreement,
Junshi’s affiliate shall prepare Junmaikang samples for clinical trials and handle the manufacturing
of Junmaikang for marketing, until we complete the construction and validation of our GMP
workshop. We undertake to complete the construction and validation of our GMP workshop as soon
as possible to fulfill the obligation to manufacture Junmaikang. For the MAH arrangement, we
entered two supplemental collaboration agreements with Junshi and its affiliates on November 6,
2020, and April 3, 2024. For details, please see “— 2020 supplemental collaboration agreement
with Junshi and its affiliates” and “— 2024 and 2025 supplemental collaboration agreements with
Junshi and its affiliates.”
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Profit Sharing: Under the Junmaikang Collaboration Agreement, after obtaining MAH, we shall be
responsible for coordinating sales of Junmaikang. The specific terms of the sales agreement shall
be formulated by mutual agreement between both parties. Parties shall share the interests from
Junmaikang at a certain ratio between both parties, which means the profits from Junmaikang,
calculated by sales value deducting the production cost, marketing and sales expenses and taxes,
shall be distributed at a certain ratio between both parties.
Cost Allocation: Under the Junmaikang Collaboration Agreement, both parties shall share the total
R&D expenditure relating to Junmaikang from the beginning of R&D to obtaining the marketing
authorization for Junmaikang, including R&D expenditure incurred prior to the date of the
Junmaikang Collaboration Agreement. The total R&D expenditure includes (i) expenses incurred
prior to the date of the Junmaikang Collaboration Agreement, consisting of historical expenses
incurred by an affiliate of Junshi since its inception, R&D expenses directly incurred by an affiliate
of Junshi and us or public R&D cost sharing attributable to Junmaikang, and expenses for the
preparation of samples for clinical trials directly incurred by an affiliate of Junshi for Junmaikang;
(ii) expenses to be incurred, such as expenses directly related to clinical trials, including
commissioning expenses, positive control sample expenses, direct expenses for sample preparation,
clinical testing costs, and clinical trial service expenses. Junshi and we shall each bear a certain
percentage of the R&D expenses pursuant to the terms of the Junmaikang Collaboration Agreement,
as amended from time to time. The parties shall also jointly bear the expenses incurred at
post-marketing stage such as sales and marketing expenses. We have paid in full our share of the
allocated R&D expenditure incurred prior to the date of the Junmaikang Collaboration Agreement.
In the event that Junshi encounters financial difficulties during the R&D, clinical trials, or
production of mAb drugs, we agree to provide a loan in good faith of the collaboration upon receipt
of Junshi’s written notice, of up to RMB60.0 million for a period not exceeding two years.
Intellectual Property
Once Junmaikang enters the market, both parties undertake to jointly handle any potential
litigation arising from IP disputes and to share liability for compensation. After the Junshi Effective
Date, the past, present and future IP rights directly related to Junmaikang owned by Junshi shall be
jointly owned by both parties. If Junshi holds IP rights related to platform technology relevant to
Junmaikang, Junshi agrees to license these rights to the manufacturing party without compensation
to facilitate manufacturing of Junmaikang.
Dispute Resolution
If any dispute arises from the cooperation, both parties shall negotiate to solve it. If no
agreement is reached within 30 working days, each party may file a lawsuit in the court of
competent jurisdiction where it is located.
Termination Clauses
The Junmaikang Collaboration Agreement shall commence on the Junshi Effective Date and
shall terminate (i) by mutual consent of both parties; (ii) due to force majeure, resulting in the
failure to fulfill the Junmaikang Collaboration Agreement; or (iii) if one party commits a breach and
fails to rectify it within 30 days, or commits three or more breaches in total, making it impossible
to carry out the transactions under the Junmaikang Collaboration Agreement, the non-defaulting
party has the right to unilaterally terminate the Junmaikang Collaboration Agreement.
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2018 supplemental collaboration agreement with Junshi and its affiliates
On July 16, 2018, we entered into a supplemental collaboration agreement with Junshi and its
affiliates. Under this agreement, the parties have agreed that Junshi and we will jointly promote the
clinical trials. We will take the lead in the specific work during the trials, and Junshi will be
responsible for cooperating with us to complete the trials. Both Junshi and we must reach a
consensus on key decisions regarding the trials.
2020 Undertaking with Junshi
On March 30, 2020, we entered into an undertaking with Junshi. Pursuant to this undertaking,
Junshi has granted us exclusive and irrevocable authorization to develop Junmaikang in all
countries and districts except Chinese Mainland at no additional costs but the revenue and expenses
in connection with such undertaking letter shall be shared among the parties in the same manner as
other revenue and expenses under Junmaikang Collaboration Agreement. We have been appointed
as the exclusive agent for Junmaikang in all countries and districts except Chinese Mainland. We
undertake to promote Junmaikang at our own costs and to fulfill all responsibilities and obligations
related to Junmaikang in countries and districts other than Chinese Mainland.
2020 supplemental collaboration agreement with Junshi and its affiliates
On November 6, 2020, we entered into a supplemental collaboration agreement (the “ 2020
Junmaikang Supplemental Collaboration Agreement ”) with Junshi and its affiliates. Both parties
have completed the clinical trials for Junmaikang and the NDA was filed with the NMPA in
November 2019. Due to development in the China Drug Administration Law and other relevant laws
and regulation after the Junshi Effective Date, the MAH can only be held by one party. As a result,
Junshi was designated as the MAH and Junshi’s affiliate is the commissioned manufacturer at the
time of submitting the NDA.
Under the 2020 Junmaikang Supplemental Collaboration Agreement, both parties shall jointly
establish a joint venture company (the “ Joint Venture Company ”) to serve as the MAH of
Junmaikang, with the profits of the Joint V enture Company divided at a certain ratio between both
parties. We shall be responsible for the establishment of the Joint V enture Company. Junshi shall
initiate the MAH transfer within 30 working days of obtaining the MAH. The Joint V enture
Company shall be responsible for signing contracts for commissioned manufacture and sales with
the commissioned manufacturer and seller and shall include our subsidiary as the commissioned
manufacturer. Both parties shall transfer the commissioned manufacturer from an affiliate of Junshi
to us once Junmaikang has obtained marketing authorization. Each party shall bear the costs
incurred during the commissioned manufacturer transfer process, which shall ultimately be included
in the expenses of Junmaikang. We or our subsidiaries shall be in charge of marketing and sales of
Junmaikang.
The Joint V enture Company shall entrust us or our subsidiary with implementing post-
marketing studies for the first indication, including clinical, pharmacological, non-clinical, and
other registration and re-registration studies. The expenses for these post-marketing studies shall be
accounted for as part of the total R&D expenditure of Junmaikang. We shall be in charge of
promotion and sales of Junmaikang in regions outside China. The sales value generated from these
overseas sales shall be included in the sales value of Junmaikang, and the expenditure incurred from
these overseas promotions shall be accounted for the expenses of Junmaikang. Due to the complex
technical and regulatory process for the MAH transfer, the MAH transfer to the Joint V enture
Company as contemplated in the 2020 Junmaikang Supplemental Collaboration Agreement was
superseded by a 2024 Junmaikang Supplemental Collaboration Agreement (defined below).
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2024 and 2025 supplemental collaboration agreements with Junshi and its affiliates
In 2023, the NMPA strengthened regulatory requirements of MAH management, and we
determined to become the MAH of Junmaikang as we deemed our Group to fulfill the specific
requirements for management, quality control and supervision of delegated production required for
a MAH. To facilitate the MAH transfer, on April 3, 2024, we entered into a supplemental
collaboration agreement (the “ 2024 Junmaikang Supplemental Collaboration Agreement ”) with
Junshi and its affiliates. Under the agreement, the parties have agreed that Junshi shall directly
transfer the MAH to us, and we will become the new MAH.
We shall execute the MAH transfer, and both parties shall assign personnel to facilitate this
process. A project team will be formed for regular updates and assistance. The MAH transfer shall
proceed under regulatory guidance. During the transfer period and after we become the new MAH,
the commissioned manufacturer of Junmaikang will remain Junshi’s affiliate. Both parties shall
further discuss on the commissioned manufacturer transfer from Junshi’s affiliate to us. Each party
shall bear their respective costs incurred during the commissioned manufacturer transfer process
and account for them separately, ultimately incorporating such costs into the costs of Junmaikang.
Upon completion of the MAH transfer, we will fulfill the obligations of the MAH of Junmaikang,
directly manage and independently decide on matters and sign relevant agreements regarding the
R&D, sales, business development and post-market research of Junmaikang worldwide.
In March 2025, we entered into the Supplemental Agreement to the Collaborative
Development Agreement for a Recombinant Human Anti-TNF- /H9251Monoclonal Antibody Injection
(the “ 2025 Supplemental Agreement ”) with Junshi, which redefined the terms of the sharing of
rights and interests during the period when Junshi acts as the MAH. Under the 2025 Supplemental
Agreement, Junshi shall be responsible for the production of Junmaikang and is entitled to 40% of
the net revenue from sales shipments, while we shall be responsible for the promotion of
Junmaikang and is entitled to 60% of the net revenue from sales shipment; the R&D expenses of
Junmaikang in China shall be borne 50%:50% between Junshi and us; the rights and interests of the
international sales of Junmaikang shall be shared 50%:50% between Junshi and us. In July 2025,
the MAH transfer was completed, and we have become the sole MAH of Junmaikang. We and
Junshi have determined that the terms of the sharing of rights and interests under the 2025
Supplemental Agreement shall continue to apply after the MAH transfer.
In October 2025, we entered into another Supplemental Agreement to the Collaborative
Development Agreement for a Recombinant Human Anti-TNF- /H9251Monoclonal Antibody Injection
with Junshi, which provided the terms regarding financial settlement for the manufacturing,
procurement, and sales of Junmaikang while we are the MAH of Junmaikang in China.
As of the date of this Prospectus, there is no material change to the above-mentioned
collaboration between our Company and Junshi (together with its affiliates), including taking into
consideration the Junshikang Transfer as disclosed in Note (11) under “History, Development and
Corporate Structure – Shareholding Structure Immediately prior to the Global Offering.”
Collaboration with Shanghai Institute of Materia Medica, Chinese Academy of Sciences
On March 24, 2020, we entered into a technology development agreement (the “ SIMM
Collaboration Agreement ”) with SIMM. Located in Shanghai, SIMM is one of the most
long-standing comprehensive research organizations dedicated to innovative drug development in
China. SIMM is an Independent Third Party to us.
Rights and Obligations
Our collaboration with SIMM under the SIMM Collaboration Agreement primarily related to
the development of the new-generation bridging site-specific conjugation technology (the
“Conjugation Technology ”), developed by SIMM, and its application in Nectin-4 targeting ADC,
which we optimized to adapt in 9MW2821. In addition to the Conjugation Technology, we
independently developed and are the patentee of all other patents relating to 9MW2821, including
innovative antibodies, ADC and drug-containing linker. The global rights of the Conjugation
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Technology have been conditionally transferred to us by SIMM under the SIMM Collaboration
Agreement, in consideration of the Technology Transfer Fee and 9MW2821 Milestone Payment
(defined herein) that we agreed to pay as set forth in “— Payments.” Under the SIMM Collaboration
Agreement, the R&D of 9MW2821 involves three stages:
(i) Preclinical studies . We shall conduct the pre-clinical studies of 9MW2821 and submit the
IND application with assistance from SIMM if required. We shall provide necessary funding
and support for the preclinical study of 9MW2821. SIMM undertakes to provide relevant
cooperation. Both parties shall jointly submit the IND application to the NMPA, and SIMM
only has the right of authorship.
Details of the work contributions between SIMM and us for the key steps of pre-clinical
development and IND application of 9MW2821 are summarized as set forth below.
Step The Group SIMM
 Completed the design of the BL-Linker series of
compounds and achieved preliminary proof-of-
concept validation. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Independently
accomplished
 Optimized the linker selection
and developed an innovative
site-specific conjugation methodology based on
this linker. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Jointly accomplished Jointly accomplished
 Identified and selected appropriate naked antibody
molecules through a rigorous screening process. /H1118/H1118
Independently
accomplished
–
 Employed our proprietary antibody, hH2L1, in the
conjugation process to yield the final 9MW2821
ADC product, and conducted comprehensive
druggability assessments for 9MW2821. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independently
accomplished
–
 Accomplished all requisite pharmaceutical and
non-clinical research for the antibody, small
molecule, and ADC drug candidates. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independently
accomplished
–
 Submitted an application for a Pre-IND meeting. /H1118/H1118Independently
accomplished
–
 Filed an IND application to initiate clinical trials. /H1118Independently
accomplished
–
(ii) Clinical studies . We shall guide professional organizations to conduct Phase I, II, and III
clinical studies at our own funding. SIMM shall provide cooperation.
(iii) NDA Registration and commercialization . We shall lead the NDA registration, with
necessary cooperation from SIMM, and SIMM must not influence or intervene in our
commercialization activities.
Collaborative Team with Both Parties’ Personnel
Parties shall form a team with personnel from both sides to oversee the collaboration. Regular
technical meetings shall be held monthly to exchange research results, allocate work, and assess
risks.
Intellectual Property
According to the SIMM Collaboration Agreement, we are the assignees of the pre-existing
patent for the Conjugation Technology (the “ Conjugation Technology Patent ”) and are responsible
for the filing and maintenance and all related fees thereof. SIMM has the right to revoke the patent
transfer for nominal consideration if we fail to continuously pay the Technology Transfer Fee
(defined herein), if we fail to carry out our responsibilities in the R&D of 9MW2821 pursuant to
the SIMM Collaboration Agreement or if, within six months after the 9MW2821 project is
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transferred to a third party, there is no initiation of new relevant ADC R&D or intention to continue
maintaining patents related to the Conjugation Technology by us. SIMM is prevented from revoking
the patent transfer, as we have fulfilled all the contractual obligations provided as the conditions for
the patent transfer.
We have the right to apply for any new patents developed by both parties during the course
of the SIMM Collaboration Agreement, and technical staff at SIMM who contribute to the patent
technology shall have sole authorship rights and be recognized as patent inventors. We perceive no
operational and financial impact from SIMM’s potential revocation of the patent transfer of the
Conjugation Technology. SIMM’s contractual right to revoke the patent transfer is limited. For
SIMM to exercise the right, one of the two preconditions must be met: (1) we fail to pay the patent
transfer fee pursuant to the SIMM Collaboration Agreement; and (2) we fail to perform the
preclinical, clinical, registration, and commercialization efforts of 9MW2821 pursuant to the SIMM
Collaboration Agreement. Because we have fulfilled the contractual obligations under the
preconditions (1) and (2) above, and we have no intention to transfer the 9MW2821 project to a
third party, SIMM is prevented from revoking the patent transfer under the SIMM Collaboration
Agreement.
Development of Other Drugs Using the Conjugation Technology
During the validity period of the Conjugation Technology Patent, if and when we use the
Conjugation Technology to develop ADC drugs other than 9MW2821 independently or in
collaboration with other parties, SIMM undertakes not to develop new ADC drug varieties sharing
the same target using the Conjugation Technology, upon receipt of our prior written notification. For
each ADC drug developed by us independently or in collaboration with other parties, we shall pay
SIMM a one-time royalty of RMB6.0 million within 10 working days after the submission of the
IND application and obtaining the acceptance certificate.
SIMM may carry out a new drug research program with the participation of the patent inventor
and have the right to use the Conjugation Technology without compensation to develop two ADC
drugs worldwide, independently or in collaboration with other parties, during the validity period of
the Conjugation Technology Patent. The two ADC drugs shall have different targets from those
already under development by us using the Conjugation Technology. Meanwhile, principal
investigators at SIMM leveraging the Conjugation Technology shall give us priority for the transfer
of their new drugs adopting the Conjugation Technology under the same conditions. If we do not
intend to receive the new drug, or if SIMM has other cooperation agreements with other parties, we
agree to issue relevant supporting documents to assist SIMM in the technology transfer and new
drug development. If SIMM develops more than two ADC drugs using the Conjugation Technology
independently or in collaboration with other parties, for each ADC drug starting from the third one,
SIMM shall pay us a one-time royalty of RMB6.0 million within 10 working days after obtaining
the acceptance certificate for the submission of the IND application. If the ADC drug program
jointly developed by both parties applies for IND approvals and NDA certificates under their joint
names, we shall be listed as the first applicant, followed by SIMM, in terms of ranking order.
Payments
Under the SIMM Collaboration Agreement, we agree to make various payments to SIMM
totaling RMB26.5 million, including RMB4.0 million for the transfer fee of the Conjugation
Technology (the “ Technology Transfer Fee ”) and RMB22.5 million of milestone payments for the
9MW2821 projects (the “ 9MW2821 Milestone Payment ”). For the Technology Transfer Fee, we
shall pay: (i) RMB2.0 million within 10 working days after any first project using the Conjugation
Technology obtains IND application acceptance from the NMPA (including its branch offices); and
(ii) RMB2.0 million within 10 working days after the first subject is dosed in a Phase II clinical
study of any first project using the Conjugation Technology, and the patent application for the
Conjugation Technology has been granted a patent certificate in China. For the 9MW2821
Milestone Payment, we shall pay: (i) RMB5.0 million within 10 working days after obtaining the
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IND application acceptance issued by the NMPA (including its branch offices); (ii) RMB5.0 million
within 10 working days after the first subject is dosed in the Phase II clinical study of this project;
(iii) RMB5.0 million within 10 working days after the first subject is dosed in a Phase III clinical
study of this project; (iv) RMB5.0 million within 10 working days after obtaining the NDA
acceptance issued by the NMPA (including its branch offices); and (v) RMB2.5 million within 10
working days after obtaining the NDA certificate or marketing authorization issued by the NMPA.
Please see below a table setting forth the triggering event of the Technology Transfer Fee and
9MW2821 Milestone Payment.
Amount Triggering Event
Technology Transfer Fee /H1118/H1118/H1118/H1118RMB2.0 million Within 10 working days after IND accepted by the NMPA
RMB2.0 million Within 10 working days after first dosing in Phase II clinical study
9MW2821 Milestone Payment /H1118 RMB5.0 million Within 10 working days after IND accepted by the NMPA
RMB5.0 million Within 10 working days after first dosing in Phase II clinical study
RMB5.0 million Within 10 working days after first dosing in Phase III clinical study
RMB5.0 million Within 10 working days after NDA acceptance by the NMPA
RMB2.5 million Within 10 working days after obtaining NDA
In addition to the Technology Transfer Fee and 9MW2821 Milestone Payment, we agree to
pay SIMM a low single-digit percentage of sales of the corresponding products once various
preparation products related to 9MW2821 are listed on the market. This term shall last from the
approval of the first indication of the 9MW2821 product until the loss of rights or expiration of the
Conjugation Technology patent in November 2037. As of the Latest Practicable Date, we had paid
an aggregate of Technology Transfer Fee and 9MW2821 Milestone Payment of RMB19.0 million
under the SIMM Collaboration Agreement.
Dispute Resolution
Disputes arising during the performance of the SIMM Collaboration Agreement may be
resolved through settlement or mediation. If the parties are unwilling to settle or if the settlement
fails, one party may bring the case before the court of the plaintiff’s domicile.
Termination Clauses
The SIMM Collaboration Agreement shall terminate upon the fulfillment of all rights and
obligations. The SIMM Collaboration Agreement may be terminated by the mutual consent of both
parties or due to force majeure that renders it impossible to perform the agreement. We have the
right to unilaterally terminate the agreement after notifying SIMM upon occurrence of a material
adverse change that would render us unable to carry out our obligations under the contract or would
cause substantial losses to us if we continue to perform. Furthermore, if either party breaches the
SIMM Collaboration Agreement and fails to rectify the breach within 30 working days or commits
two or more breaches that render continued cooperation unfeasible, the non-breaching party has the
right to unilaterally terminate the agreement. The party proposing to terminate the agreement shall
notify the other party in writing, and the notice shall be effective upon receipt by the other party.
Collaboration with Disc Medicine, Inc.
On January 19, 2023 (the “ Disc Effective Date ”), we entered into an exclusive license
agreement (the “ 9MW3011 License Agreement ”) with Disc, a biopharmaceutical company
headquartered in the U.S. and listed on Nasdaq (stock ticker: IRON). Disc focuses on discovering,
developing, and commercializing novel treatments for patients suffering from serious hematologic
diseases. Disc is an Independent Third Party to us.
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Rights and Obligations
According to the 9MW3011 License Agreement, we grant to Disc an exclusive, royalty-
bearing, non-transferable license, with the right to grant sublicenses, under the Licensed Intellectual
Property (defined in this paragraph) to (i) develop, commercialize, use, manufacture, transport,
dispose of and otherwise exploit (“ Exploit ”) 9MW3011 (the “ Licensed Antibody ”) and relevant
combination products (the “ Licensed Product ”) in all countries of the world except Greater China
and Southeast Asia (the “ Licensed Territory ”), and (ii) conduct pre-clinical research and
manufacturing activities for the Licensed Antibody or Licensed Product in Greater China and
Southeast Asia for the purpose of Exploiting the Licensed Antibody or Licensed Product in the
Licensed Territory. The Licensed Intellectual Property refers to know-how and patents (the
“Licensed IP ”) that include existing know-how and patents, the Licensed Improvement Know-How
and Patent (as defined in “— Intellectual Property” below), and our interest in the Joint
Improvement Know-How and Patent (as defined in “— Intellectual Property” below) that are
necessary or reasonably useful to Exploit one or more of the Licensed Antibody or Licensed Product
in the Licensed Territory. We shall retain the right under the Licensed Intellectual Property to (i)
perform our obligations under the 9MW3011 License Agreement, and (ii) conduct pre-clinical
research and manufacturing activities for the Licensed Antibody or Licensed Product in the
Licensed Territory for the purpose of Exploiting the Licensed Antibody or Licensed Product in
Greater China and Southeast Asia.
Disc shall be responsible for all development and commercialization costs related to the
Licensed Antibody or Licensed Product in the Licensed Territory, while we shall bear all
development and commercialization costs for the Licensed Antibody or Licensed Product in Greater
China and Southeast Asia. Disc shall have the right to generate, or otherwise make or exploit any
combination product in the Licensed Territory, provided that Disc promptly notifies us in writing,
including the other active pharmaceutical ingredient being incorporated into such combination
product and any proposed updates to the Development Plan. Disc and we are subject to certain
exclusivity restrictions in developing certain drug candidates in the Licensed Territory pursuant to
the terms of the 9MW3011 License Agreement.
Development Plan and Joint Steering Committee
All development and commercialization activities undertaken by Disc shall follow a written
development plan agreed upon by both parties by the Disc Effective Date (the “ Development
Plan ”). This includes pre-clinical, clinical, and regulatory activities to obtain regulatory approval
for the Licensed Antibody or Licensed Product in the Licensed Territory. From time to time and
pursuant to the terms of the 9MW3011 License Agreement, Disc shall propose updates or
amendments to the Development Plan in consultation with a joint steering committee (the “ Disc
JSC”) and submit such proposed updated or amended plan to the Disc JSC for its review and
approval before adopting such update or amendment. Disc shall provide us, through the Disc JSC,
a reasonably detailed clinical development plan, including protocols and dosing regimens for
clinical trials and investigator-sponsored and investigator-initiated trials of the Licensed Antibody
or Licensed Product in the Licensed Territory (the “ Clinical Development Plan ”). Additionally,
Disc shall prepare and submit a commercialization plan through the Disc JSC for approval no later
than the time required in the 9MW3011 License Agreement before the anticipated date of regulatory
approval in the Licensed Territory (the “ Commercialization Plan ”).
Pursuant to the terms of the 9MW3011 License Agreement, both parties have established the
Disc JSC comprising representatives from each party to make decisions within the scope of the Disc
JSC’s responsibilities. The Disc JSC shall meet at least quarterly, unless otherwise agreed to by the
Disc JSC. The Disc JSC’s responsibilities include but are not limited to (i) reviewing and discussing
the regulatory documentation and results; (ii) discussing both parties’ activities under the 9MW3011
License Agreement over the preceding calendar quarters; (iii) reviewing and discussing the
Development Plan, Clinical Development Plan, and Commercialization Plan, and any progress
report; (iv) reviewing and approving of any update or amendment to the Development Plan, Clinical
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Development Plan, or Commercialization Plan; (v) reviewing and approving any update to our
development, clinical development, or commercialization plans, to the extent that such update
would materially adversely affect the development or commercialization of Licensed Antibody or
Licensed Product by Disc in the Licensed Territory or by us in Greater China and Southeast Asia;
(vi) reviewing clinical trial data generated over the preceding calendar quarters; and (vii)
performing other functions as appropriate as agreed in writing by both parties.
All decisions within the Disc JSC shall be made by consensus, with each party’s
representatives collectively having one vote. If the Disc JSC cannot reach consensus on a matter
within the time specified in the 9MW3011 License Agreement, either party may, by written notice,
refer the matter to the chief executive officers of both parties for resolution. The chief executive
officers shall resolve the dispute within the time specified in the 9MW3011 License Agreement. If
they still cannot reach a resolution, then (i) Disc shall have final decision-making authority for all
issues relating to the Licensed Territory, provided that no decision materially adversely affects the
development or commercialization of the Licensed Antibody or Licensed Product in Greater China
and Southeast Asia; and (ii) we shall have final decision-making authority for all issues relating to
Greater China and Southeast Asia, provided that no decision materially adversely affects the
development or commercialization of the Licensed Antibody or Licensed Product in the Licensed
Territory.
Intellectual Property
We shall retain all rights to patents, know-how, and other IP rights controlled by us prior to
the Disc Effective Date or independently acquired or developed during the Disc Term (defined
below) outside the scope of the 9MW3011 License Agreement without any use, reference to or
reliance upon Disc Background IP (collectively, “ Mabwell Background IP ”). Similarly, Disc shall
retain all rights to patents, know-how, and other IP rights controlled by Disc prior to the Disc
Effective Date or independently acquired or developed during the Disc Term outside the scope of
the 9MW3011 License Agreement without any use, reference to or reliance upon Mabwell
Background IP .
Disc shall solely own the rights to know-how (“ Arising Know-How ”), patents (the “ Arising
Patents ”) developed solely by Disc, its affiliates or its sublicensees under or in connection with the
9MW3011 License Agreement, and other IP rights with respect thereto. We shall solely own the
rights to know-how (the “ Licensed Improvement Know-How ”), patents (the “ Licensed
Improvement Patents ” and collectively, the “ Licensed Improvement Know-How and Patents ”)
developed solely by us, our affiliates or sublicensees under or in connection with the 9MW3011
License Agreement, and other IP rights with respect thereto. Both parties shall jointly own the rights
to know-how (the “ Joint Improvement Know-How ”), patents (the “ Joint Improvement Patents ”,
and collectively, the “ Joint Improvement Know-How and Patents ”), and other IP rights
developed jointly by Disc and us, our affiliates or sublicensees, in connection with the 9MW3011
License Agreement. Each party may independently exploit its interest in the Joint Improvement
Know-How and Patents, and such other IP rights without any duty to account to the other party.
Pursuant to the terms of the 9MW3011 License Agreement, we have transferred to Disc certain
know-how related to the license. We may be required to provide additional know-how upon Disc’s
request pursuant to the terms of the 9MW3011 License Agreement. Throughout the Disc Term, we
will inform Disc of any new Licensed Know-How. Upon our request, Disc will provide certain
know-how related to the license pursuant to the terms specified in the 9MW3011 License
Agreement. Both parties will share regulatory documentation and results necessary for Exploiting
Licensed Products in their respective territories, with transfers subject to payments of development
and commercialization costs.
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Payments
Under the 9MW3011 License Agreement, Disc has agreed to make various payments to us,
including an upfront payment, development and regulatory milestone payments, commercial
milestone payments, and royalty payments. Furthermore, Disc shall pay us an aggregate of up to
US$127.5 million in development and regulatory milestone payments in a one-time, non-refundable
manner upon the occurrence of specified material events. Disc further agrees to make an aggregate
up to of US$275.0 million in commercial milestone payments upon the achievement of specific
levels of aggregate annual net sales of the Licensed Product. Disc is also obligated to pay tiered
royalties ranging from a low single-digit percentage to a high single-digit percentage of annual net
sales of 9MW3011 upon reaching specific annual net sales thresholds. The royalty payments shall
commence from the first commercial sale of the Licensed Product in a country and end on the last
to occur of: (i) the expiration of the last-to-expire patent in such country; (ii) loss of any regulatory
exclusivity for the Licensed Product in such country; or (iii) 10 years from the date of the first
commercial sale of the Licensed Product in such country (the “ Royalty Term ”). The royalty
payments are subject to certain deductions in connection with (i) license fees paid to a third party
if Disc obtains such license in a given country; (ii) significant sales of biosimilar products in a given
country; and (iii) lack of patent protection in a given country. The deductions shall not exceed a
double-digit percentage as specified in the 9MW3011 License Agreement. Disc is also obligated to
pay a tiered payment ranging from a low-single-digit percentage to a high double-digit percentage
of sublicense revenue depending on the stage of sub-licensing. As of the Latest Practicable Date,
we had received a one-time, non-refundable upfront payment of US$10.0 million in March 2023,
US$5.0 million payment in January 2024 for the Phase I trial milestone and US$10.0 million
payment in September 2025 for the Phase II trial milestone under the 9MW3011 License
Agreement.
Dispute Resolution
For any disputes arising from the 9MW3011 License Agreement, either party may refer the
dispute to its respective C-suite executive employees, excluding the chief executive officer, for
resolution within the time period specified in the 9MW3011 License Agreement. If these employees
are unable to resolve the dispute, it shall be referred to the chief executive officers of each party
for resolution within additional time as specified in the 9MW3011 License Agreement. If the chief
executive officers are unable to resolve the dispute, either party may submit the dispute to final
arbitration, administered by Judicial Arbitration and Mediation Services, pursuant to its
Comprehensive Arbitration Rules and Procedures, upon written notice to the other party.
Termination Clauses
Unless terminated earlier, the 9MW3011 License Agreement shall remain in force and effect
until the expiration of the last Royalty Term for the last Licensed Product (the “ Disc Term ”). If
either party is in material breach of its obligations under the 9MW3011 License Agreement, the
non-breaching party may terminate the 9MW3011 License Agreement by providing prior written
notice for a period specified in the 9MW3011 License Agreement (the “ Notice Period ”) to the
breaching party. Such termination shall become effective upon the expiration of the Notice Period
unless (i) the breaching party cures the breach within the Notice Period; or (ii) the breach is curable
but cannot be cured within the Notice Period, and the breaching party provides additional written
notice and cures the breach within an additional Notice Period from the date the additional notice
is sent. If either party files for bankruptcy protection, makes an assignment for the benefit of
creditors, proposes dissolution, or admits in writing its inability to meet its obligations as they come
due, the other party may terminate the 9MW3011 License Agreement immediately upon written
notice. Furthermore, if either party challenges the validity or enforceability of the Licensed IP or
Arising Patents, the licensor of these patents has the right to terminate the 9MW3011 License
Agreement upon written notice to the licensee by a period specified in the 9MW3011 License
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Agreement. Additionally, after the Disc Effective Date, Disc shall have the right to terminate the
9MW3011 License Agreement in its entirety or on a region-by-region basis in the Licensed
Territory, by providing prior written notice to us by a period specified in the 9MW3011 License
Agreement.
In the event of a termination of the 9MW3011 License Agreement in its entirety or in a
particular region, on a Licensed Product-by-Licensed Product basis for all Licensed Products (each
a“ Terminated Product ”) and on a country-by-country basis for all countries in the Licensed
Territory or in the terminated region (each a “ Terminated Country ”), (i) all rights and licenses
granted by us to Disc shall terminate with respect to the termination of the entire Agreement, or the
Terminated Products in the Terminated Country(ies), and shall revert back to us; and (ii) all rights
and licenses granted by Disc to us shall terminate with respect to the termination of the entire
Agreement, or the Terminated Product in the Terminated Country(ies), and shall revert back to Disc.
If terminated pursuant to certain events specified under the 9MW3011 License Agreement, Disc
shall grant, if requested by us, to us an exclusive, perpetual and transferable license, with the right
to grant sublicenses, under the Arising Know-How and Arising Patents, and Disc’s interest in any
Joint Improvement Know-How and Patents to Exploit Licensed Antibodies and products containing
such Licensed Antibodies, in all terminated countries and Greater China and Southeast Asia, subject
to a reasonable reversion royalty.
Collaboration with Risen (Suzhou) Pharma Technology Co., Ltd.
On July 22, 2024 (the “ Risen Effective Date ”), T-mab Bio Pharma, our wholly-owned
subsidiary, Mabwell Chongqing entered into an exclusive license agreement (the “ 1MW5011
License Agreement ”) with Risen, a subsidiary of Risen Pharma, a biopharmaceutical company
headquartered in Shanghai, China, and listed on the Shanghai Equity Exchange (stock code:
300105). Risen focuses on the R&D of small molecule drugs in the field of degenerative diseases
and anti-tumor therapeutics. Risen is an Independent Third Party to us.
Licensing arrangements
According to the 1MW5011 License Agreement, Risen grants us a limited, non-transferable,
sublicensable, exclusive license to utilize Licensed Intellectual Property (defined in this paragraph)
solely within Greater China (including Chinese Mainland, Hong Kong, Macao, and Taiwan) to
research, develop, register, commercialize and market 1MW5011 (RP901) for the treatment of bone
and joint disorders as well as other indications. Licensed Intellectual Property refers to patents and
know-how controlled by Risen in Greater China that are necessary or useful for the development
and commercialization of 1MW5011 (RP901). Within seven business days after the Risen Effective
Date, Risen shall deliver to us the technical materials and registrational application materials
relating to 1MW5011 (RP901).
Risen shall lead and carry out the development, production and supply of chemistry,
manufacturing, and control (“ CMC”) for 1MW5011 (RP901). If Risen plans to use a third-party
contract research organization for CMC activities, Risen shall obtain our prior written consent.
Furthermore, Risen shall not (i) develop and commercialize competitive products in Greater China
on its own, in collaboration with, or through delegation to a third party, or (ii) develop and
commercialize 1MW5011 (RP901) in Greater China using the Licensed Intellectual Property. In the
event of a breach by Risen, all rights to the competitive product and 1MW5011 (RP901) in Greater
China shall be licensed exclusively to us, and we shall be indemnified for damages actually incurred
by Risen. We shall develop a clinical development plan and product development plan, approved by
Risen, within six months of the Risen Effective Date. We shall develop 1MW5011 (RP901) in
Greater China in accordance with these plans, including the development of clinical trial strategies,
the organization of clinical trials for monotherapy and combination therapy in Greater China, and
NDA filings.
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Within five business days of our upfront payment to Risen under the 1MW5011 License
Agreement, both parties shall convene a joint steering committee (the “ Risen JSC ”) meeting to
develop the repeat reproductive toxicity supplemental study protocol. Risen shall notify us in
writing of the study plan and produce results of the study by the end of the second quarter of 2025.
Risen shall bear the costs of a Phase II clinical trial that was initiated by Risen prior to the
Risen Effective Date. We shall notify Risen whether to proceed with the Phase II trial within six
months of the Risen Effective Date or after we have received feedback from the NMPA, whichever
is earlier. If we decide to continue the Phase II trial, we shall make a one-time payment to Risen
for costs incurred before we take over. If Risen decides to complete the Phase II trial, Risen shall
be responsible for the costs. After the completion of the Phase II trial, we have the final decision
on whether to initiate a Phase III clinical trial.
If we plan to sublicense all or part of our rights under the 1MW5011 License Agreement to
a third party, we shall notify Risen in writing. Risen shall respond within 10 business days to
indicate whether it has objections. Unless Risen objects with reasonable cause, we shall proceed
with the sublicense and ensure that the sublicensee assumes obligations equal to or greater than our
obligations under the 1MW5011 License Agreement. We shall continue to fulfill our obligations to
Risen, and Risen’s rights shall not be diminished.
Within 10 days after the Risen Effective Date, both parties shall establish a Risen JSC to
oversee the research, development, registration and commercialization of 1MW5011 (RP901). The
Risen JSC shall consist of two members appointed by each party. The Risen JSC shall meet
quarterly, monthly, and as required by either party to discuss matters within the scope of its
responsibilities. The Risen JSC’s responsibilities include: (i) communicating for the research,
development, registration and commercialization of 1MW5011 (RP901); (ii) overseeing the filing,
maintenance, and enforcement of both parties’ Prospective Intellectual Property (as defined in “—
Intellectual Property” below) rights; and (iii) discussing regulatory matters for 1MW5011 (RP901).
Intellectual Property
Risen shall retain the rights to Licensed Intellectual Property and Background Intellectual
Property (defined in this paragraph) controlled by Risen. We shall retain the rights to Background
Intellectual Property controlled by us, and we are granted the right to enforce the Licensed
Intellectual Property in Greater China pursuant to the 1MW5011 License Agreement. Risen
warrants that the implementation of the Licensed Intellectual Property shall not infringe upon the
IP rights of any third party. Background Intellectual Property refers to IP that is controlled by a
party as of the Risen Effective Date or becomes controlled by a party after the Risen Effective Date,
excluding Prospective Intellectual Property (defined in the paragraph below).
Each party owns the Prospective Intellectual Property rights independently developed by such
party in connection with 1MW5011 (RP901). Risen grants us an exclusive license to the Prospective
Intellectual Property rights controlled by Risen in Greater China. We grant Risen a non-exclusive
license to the Prospective Intellectual Property controlled by us for research, development,
registration, commercialization and marketing outside of Greater China, with a fee to be separately
negotiated by both parties. Both parties jointly own the Prospective Intellectual Property rights that
are jointly developed. Prospective Intellectual Property refers to any IP that arises from the
performance of the 1MW5011 License Agreement by a party, either alone or jointly with the other
party.
Payments
Under the 1MW5011 License Agreement, we have agreed to make various payments to Risen,
including an upfront payment, development and regulatory milestone payments, commercial
milestone payments, and royalty payments. We shall make a one-time payment of RMB50.0 million
to Risen within seven days following the Risen Effective Date, which we settled in full in August
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2024. Furthermore, we shall pay Risen an aggregate of RMB350.0 million in development and
regulatory milestone payments in a one-time, non-refundable manner upon the occurrence of
specified events, including supplementary studies on reproductive toxicity, and the first marketing
authorization and first commercial sale for 1MW5011 (RP901) in Greater China. We further agree
to make an aggregate of RMB720.0 million in commercial milestone payments upon achieving
specific levels of aggregate annual net sales of 1MW5011 (RP901). Additionally, we shall pay tiered
royalties ranging from a low single-digit percentage to a low double-digit percentage of annual net
sales of 1MW5011 (RP901) upon reaching specific annual net sales thresholds. The royalty
payments shall commence from the first commercial sale of 1MW5011 (RP901) in Greater China
and shall end on the earlier of the expiration of the term of core patents in the Licensed Intellectual
Property or fourteen years from the date of the first commercial sale (the “ Risen Royalty Term ”).
As of Latest Practicable Date, we had paid RMB100.0 million under the 1MW5011 License
Agreement.
Dispute Resolution
The 1MW5011 License Agreement, including any disputes or breaches thereof, shall be
governed by the laws of China. With respect to disputes arising under the 1MW5011 License
Agreement, each party shall make efforts to resolve it immediately upon written notice from one
party to the other. If the dispute cannot be resolved within 30 days from the date of the written
notice, either party shall have the right to file a lawsuit in a court of competent jurisdiction in the
location where the defendant is situated.
Termination Clauses
The 1MW5011 License Agreement shall commence on the Risen Effective Date and shall
terminate on the earlier of the expiration of the Risen Royalty Term in Greater China or earlier
termination. Upon the expiration of the Risen Royalty Term and our payment of all amounts due,
the license to 1MW5011 (RP901) in Greater China shall become a perpetual, paid-up, no-fee,
irrevocable license. Both parties can terminate the 1MW5011 License Agreement by mutual
consent. If a party fails to comply with its material obligations under the 1MW5011 License
Agreement, the non-defaulting party shall have the right to give notice to the defaulting party. If the
default is not cured within 30 days of receipt of such notice, the non-defaulting party shall have the
right to terminate the 1MW5011 License Agreement, without prejudice to any other rights granted
under the 1MW5011 License Agreement. In the event of bankruptcy or insolvency of one party, the
other party may terminate the 1MW5011 License Agreement immediately by giving written notice
to such party.
If there is a material delay in the progress of the project and we have discontinued
development for six consecutive months in violation of the clinical development plan and product
development plan, Risen may, upon written notice, convert the exclusive license to a non-exclusive
license and may develop and commercialize 1MW5011 (RP901) in Greater China. Risen may
terminate the 1MW5011 License Agreement upon written notice if we have discontinued
development for 12 consecutive months. We have the right to terminate the 1MW5011 License
Agreement under the following conditions: (i) if 1MW5011 (RP901) exhibits reproductive toxicity
according to the repeated reproductive toxicity studies evaluated by the NMPA, and such toxicity
may have a significant adverse effect on the future commercialization of 1MW5011 (RP901); (ii)
if the materials provided by Risen are false; (iii) if a court determines that the core patents in the
Licensed Intellectual Property infringe a third party’s IP rights in Greater China, and neither party
is able to secure a license with the third party; (iv) if clinical trials or marketing authorization
applications are not approved by the regulatory authorities; or (v) if we provide 60 days prior
written notice to Risen after the upfront payment and the first development and regulatory milestone
payment have been made. Upon termination, we shall immediately cease all activities with respect
to 1MW5011 (RP901) and shall have no obligation to continue making payments. All rights licensed
by Risen shall automatically terminate and revert to Risen.
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Collaboration with Qilu Pharmaceutical Co. Ltd.
In June 2025, we and T-mab Bio Pharma, our wholly-owned subsidiary, entered into an
exclusive licensing agreement with Qilu (the “ Mailisheng Licensing Agreement ”), a
pharmaceutical company based in Jinan, China. Established in 1958, Qilu is one of the leading
vertically integrated pharmaceutical companies in China that develops, manufactures and
distributes both finished dosage forms and active pharmaceutical ingredients.
Licensing arrangements
Under the Mailisheng Licensing Agreement, T-mab Bio Pharma grants Qilu the exclusive
rights to develop, manufacture, improve, utilize and commercialize Mailisheng ( ᒕ୐͛
®)i n
Greater China (including Chinese Mainland, Hong Kong, Macau and Taiwan).
Payments
Under the Mailisheng Licensing Agreement, T-mab Bio Pharma shall obtain a total of up to
RMB500 million of upfront payment and sales milestone payment (including one-time non-
refundable upfront payment of RMB380 million), and the royalty of up to double-digit percentage
of net sales of Mailisheng ( ᒕ୐͛
®).
Dispute Resolution
The Mailisheng License Agreement, including any disputes or breaches thereof, shall be
governed by the laws of China. With respect to disputes arising under the Mailisheng License
Agreement, each party shall first make efforts to resolve it amicably upon written notice from one
party to the other. If the dispute cannot be resolved within 60 days from the date of the written
notice, either party shall have the right to submit the dispute to arbitration at Shanghai International
Arbitration Center.
Termination Clauses
Unless terminated earlier, the Mailisheng License Agreement shall remain in force and effect
until the expiration of the royalty term for Mailisheng ( ᒕ୐͛
®). If either party is in material
breach of the Mailisheng License Agreement or files for bankruptcy, the other party may terminate
the Mailisheng License Agreement. Additionally, Qilu shall have the right to terminate the
Mailisheng License Agreement without cause, by providing a 90-day prior written notice to us.
Collaboration with Calico Life Sciences LLC
In June 2025, we entered into an exclusive licensing agreement with Calico (the “ 9MW3811
Licensing Agreement ”), a U.S.-based biotech company. Founded in 2013, Calico is focused on the
biology of aging, attempting to devise interventions that may enable people to lead longer and
healthier lives. It is a subsidiary of Alphabet Inc.
Licensing arrangements
Under the 9MW3811 Licensing Agreement, we grant Calico the exclusive rights to develop,
manufacture, and commercialize IL-11 directed therapeutics, including 9MW3811, in all regions
except Greater China.
Payments
Under the 9MW3811 Licensing Agreement, we shall obtain a one-time non-refundable upfront
payment of US$25 million, a total of up to US$571 million of near-term payment, development and
commercial milestone payment, and the royalty payment based on net sales of the licensed products
(IL-11 directed therapeutics including 9MW3811). We received the upfront payment of US$25
million by September 2025.
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Dispute Resolution
The 9MW3811 License Agreement, including any dispute resolution procedure therein, shall
be governed by the laws of the State of California, U.S., without regard to any conflict or choice
of law rules or principles. If disputes arising under the 9MW3811 License Agreement cannot be
resolved by the parties, either party shall have the right to submit the disputes to the International
Chamber of Commerce for a final and binding resolution in accordance with its then current
arbitration rules, and such arbitration shall be held in San Francisco, California, U.S.
Termination Clauses
In addition to early termination because of material breach and bankruptcy, Calico has the
right to terminate the 9MW3811 License Agreement, either as a whole or on a regional basis for
individual licensed products, for any cause or without cause, by providing a 90-day prior written
notice to us.
RESEARCH AND DEVELOPMENT
R&D Team
As of the Latest Practicable Date, the majority of our R&D team members had obtained at
least bachelor’s degrees, and over 60% members of our R&D team had obtained advanced degrees,
including over 13% members with doctorate degrees and over 46% members with master’s degrees.
Our core R&D personnel consists of seven members covering the fields of chemistry, biology,
pharmacology and medicine, who have been working in the pharmaceutical industry for an average
over 15 years. As of the Latest Practicable Date, the core R&D personnel involved in the
development of the Core Product all remain employed by us. The following table sets forth a
breakdown of the number of R&D team by function as of the Latest Practicable Date:
Functions
Number of
employees
Early Research and Development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890
ADC Development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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
Clinical Development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880
Registration and Pharmacovigilance Management /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
Other Research & Development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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
CMC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118380
Of the 380 employees in the R&D team, 162 were involved in the R&D of the Core Product.
The following table sets forth the identities, positions, expertise of our core R&D personnel as of
the Latest Practicable Date and their involvement and contributions to the R&D activities, including
with regard to our Core Product, up to the same date. We had not experienced any material
difficulties in our R&D activities, including the R&D of our Core Product, due to change of R&D
personnel.
Identity Position Expertise
Involvement and contributions to
the R&D activities, including with
regard to our Core Product
Date of joining
our Group
Dr. Liu /H1118/H1118/H1118/H1118/H1118/H1118/H1118General manager Over 20 years’ experience
in the biopharmaceutical
industry
Provide strategic guidance on
and oversee our R&D efforts
Since our inception
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Identity Position Expertise
Involvement and contributions to
the R&D activities, including with
regard to our Core Product
Date of joining
our Group
Dr. Hai Wu /H1118/H1118/H1118/H1118/H1118Deputy general
manager and
R&D president
Over 15 years’ experience
in the biopharmaceutical
industry
Oversees our overall R&D
efforts and manages global
business development
collaborations
November 2023
Dr. Xin Du /H1118/H1118/H1118/H1118/H1118Chief science
officer
Over 20 years’ experience
in pharmaceutical R&D
Scientific foundations and target
discovery
Since our inception
Dr. Yinhan Guo /H1118/H1118Chief R&D officer Over 15 years’ experience
in the biopharmaceutical
industry
Manages the organization of
R&D across the entire
pipeline and process
Since our inception
Dr. Shuhai Wang /H1118/H1118Chief medical
officer and
deputy general
manager
Over 20 years’ experience
in drug and clinical
development
Design and oversee our clinical
development programs
Since our inception
Dr. Xun Gui /H1118/H1118/H1118/H1118Deputy general
manager
Over 10 years’ experience
in pharmaceutical R&D
Early innovation and molecular
discovery
Since our inception
Mr. Huiguo Hu /H1118/H1118/H1118Deputy general
manager
Over 15 years’ experience
in the biopharmaceutical
industry
Manages the business operations
(including international
business)
Since our inception
In 2024 and 2025, we recorded R&D costs of RMB782.9 million and RMB977.0 million,
respectively, with R&D costs of RMB215.8 million and RMB298.7 million attributable to our Core
Product, respectively, representing 27.6% and 30.6% of our R&D expenses, and 18.1% and 20.2%
of our total operating expenses. Our R&D expenses attributable to the Core Product accounted for
the largest proportion of R&D expenses incurred for all of our products during the Track Record
Period.
Clinical Development
Clinical Development Team
As of the Latest Practicable Date, our clinical development team consisted of 80 members,
including professionals with strong drug development experience, who participate in clinical
strategy development, trial protocol design, trial operation organization, drug safety monitoring,
and clinical trial quality control. Among our clinical development team members, over 47% have
obtained post-graduate degrees. Our clinical development team is generally responsible for the
clinical development of our Core Product and other pipeline products.
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.
We have collaborated with numerous hospitals and PIs located in China and overseas that can
support our clinical trials of different indications, at different stages and in different jurisdictions.
In 2024 and 2025, we cooperated with over 180 and over 200 PIs, respectively, to conduct the
clinical trials of our product candidates. To the best of our knowledge, none of them 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.
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Relationship with CROs and SMOs
We collaborate with CROs and SMOs to conduct and support our preclinical and clinical trials
in line with industry practice. The preclinical CROs mainly provide us with services related to
preclinical toxicity and safety evaluations, such as animal studies, of our product candidates in
accordance with agreed study design and under our supervision. The clinical CROs provide us with
an array of services necessary for complex clinical trials in accordance with agreed trial design and
under our supervision. SMOs provide a comprehensive suite of services to assist us in implementing
and managing clinical trials, including trial preparation, clinical safety management, data
management, and report preparation. We choose to engage a CRO and SMO based on the
complexity and workload of a specific trial. We closely monitor the work of our CROs and SMOs
and provide specific directions to ensure the quality and efficiency of the trial execution.
We mainly determine the service fees paid to the CROs and SMOs in accordance with market
prices of similar services, the number of enrolled patients, the duration of the clinical trials, and the
quality and contents of the services provided. During the Track Record Period, we engaged more
than 120 CROs and more than 20 SMOs in 2024 and more than 100 CROs and more than 20 SMOs
in 2025. During the Track Record Period, we incurred the expenses of RMB176.9 million on CROs
and RMB29.9 million on SMOs in 2024 and RMB219.6 million on CROs and RMB38.5 million
SMOs in 2025. The increase in the expenses incurred for CROs/SMOs from 2024 to 2025 is
primarily due to the enlargement and advancement of our product pipeline development. The
decrease in the number of engaged CROs from 2024 to 2025 is primarily due to the changed needs
of many of our R&D projects. All of our top five major CROs and SMOs engaged in each year
during the Track Record Period are Independent Third Parties. We plan to continue engaging these
existing major CROs and SMOs. The following table sets forth the details of our major CROs and
SMOs engaged during the Track Record Period:
Major CROs Background Service Provided
Commencement
of Business
Relationship
Annual
Transaction
Amount
(RMB in thousand)
For the year ended December 31, 2024
CRO A /H1118/H1118/H1118/H1118Founded in China in 2009, is a
full-service plus Contract Research
Organization providing comprehensive
clinical trials services.
CRO Service in connection
with R&D of 7MW3711,
8MW0511 and 9MW2821
Since 2020 66,214
CRO B /H1118/H1118/H1118/H1118Founded in China in 2005, it provides one-stop
clinical development solutions, offering a
wide range of services, including product
development strategy, regulatory registration,
clinical operations and site management,
laboratory tests and statistical services,
covering therapeutics, preventive vaccines,
medical aesthetics and medical devices.
CRO Service in connection
with R&D of 9MW0113,
9MW2821 and 9MW0321
Since 2019 28,481
CRO C /H1118/H1118/H1118/H1118Founded in 1932, it is a comprehensive
research institution for drug discovery in
China.
CRO Service in connection
with R&D of 7MW3711,
9MW2821 and 7MW4911
Since 2020 14,960
CRO D /H1118/H1118/H1118Founded in China in 2000, it is a group with
global operations, providing integrated, end-
to-end services including chemistry drug
CRDMO, biology discovery, preclinical
testing and clinical research services.
CRO Service in connection
with R&D of 9MW0211,
9MW2821, 9MW0813,
9MW1911 and 9MW3011
Since 2018 10,577
CRO E /H1118/H1118/H1118/H1118Founded in China in 2004, it is the industry’s
leading integrated biopharmaceutical R&D
service platform, providing innovative R&D
solutions across the entire cycle for the
global pharmaceutical and medical device
industries.
CRO Service in connection
with R&D of 9MW0813,
9MW2821 and 9MW3811
Since 2017 8,292
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Major CROs Background Service Provided
Commencement
of Business
Relationship
Annual
Transaction
Amount
(RMB in thousand)
For the year ended December 31, 2025
CRO A /H1118/H1118/H1118/H1118Founded in China in 2009, is a full-service plus
Contract Research Organization providing
comprehensive clinical trials services.
CRO Service in connection
with R&D of 7MW3711
and 9MW2821
Since 2020 57,102
CRO D /H1118/H1118/H1118Founded in China in 2000, it is a group with
global operations, providing integrated, end-
to-end services including chemistry drug
CRDMO, biology discovery, preclinical
testing and clinical research services.
CRO Service in connection
with R&D of 9MW0211,
9MW2821, 9MW0813
and 9MW1911
Since 2018 43,027
CRO B /H1118/H1118/H1118/H1118Founded in China in 2005, it provides one-stop
clinical development solutions, offering a
wide range of services, including product
development strategy, regulatory registration,
clinical operations and site management,
laboratory tests and statistical services,
covering therapeutics, preventive vaccines,
medical aesthetics and medical devices.
CRO Service in connection
with R&D of 9MW0113,
9MW2821 and 1MW5011
(RP901)
Since 2019 23,278
CRO E /H1118/H1118/H1118/H1118Founded in China in 2004, it is the industry’s
leading integrated biopharmaceutical R&D
service platform, providing innovative R&D
solutions across the entire cycle for the
global pharmaceutical and medical device
industries.
CRO Service in connection
with R&D of 9MW0813,
9MW2821 and 9MW3711
Since 2017 10,244
CRO F /H1118/H1118/H1118Founded in China in 2010, it is a CRO
specialized in providing clinical contract
research services to the pharmaceutical
industry.
CRO service in connection
with R&D of 9MW1911
Since 2024 9,666
Major SMOs Background Service Provided
Commencement
of Business
Relationship
Annual
Transaction
Amount
(RMB in thousand)
For the year ended December 31, 2024
SMO A /H1118/H1118/H1118Founded in China in 2004, it is the industry’s
leading integrated biopharmaceutical R&D
service platform, providing innovative R&D
solutions across the entire cycle for the
global pharmaceutical and medical device
industries.
SMO Service in connection
with R&D of 9MW0211,
9MW0311, 9MW0813,
9MW1911, 9MW2821
and 9MW3011
Since 2017 9,661
SMO B /H1118/H1118/H1118Founded in China in 2000, it is a group with
global operations, providing integrated, end-
to-end services including chemistry drug
CRDMO, biology discovery, preclinical
testing and clinical research services.
SMO Service in connection
with R&D of 8MW0511,
9MW0211, 9MW0813
and 9MW2821
Since 2018 5,899
SMO C /H1118/H1118/H1118Founded in China in 2014, it is a leading
medical technology and health management
company, currently running three business
lines, including health insurance services,
specialty pharmacy business and physician
research assistance.
SMO Service in connection
with R&D of 9MW2821
Since 2020 4,755
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Major SMOs Background Service Provided
Commencement
of Business
Relationship
Annual
Transaction
Amount
(RMB in thousand)
SMO D /H1118/H1118/H1118Founded in China in 2009, it is a leading SMO
in project management providing one-stop
services for clinical trial implementations.
SMO Service in connection
with R&D of 7MW3711,
9MW0311, 9MW1911
and 9MW2821
Since 2020 3,828
SMO E /H1118/H1118/H1118Founded in China in 2012, it is a leading
clinical SMO dedicated to providing one-
stop clinical research solutions for sponsors
or researchers.
SMO Service in connection
with R&D of 7MW3711,
9MW0211 and 9MW2821
Since 2019 1,312
Major SMOs Background Service Provided
Commencement
of Business
Relationship
Annual
Transaction
Amount
(RMB in thousand)
For the year ended December 31, 2025
SMO A /H1118/H1118/H1118Founded in China in 2004, it is the industry’s
leading integrated biopharmaceutical R&D
service platform, providing innovative R&D
solutions across the entire cycle for the
global pharmaceutical and medical device
industries.
SMO Service in connection
with R&D of 1MW5011
(RP901), 7MW3711,
9MW0311, 9MW1911,
9MW2821 and 9MW3011
Since 2017 18,117
SMO C /H1118/H1118/H1118Founded in China in 2014, it is a leading
medical technology and health management
company, currently running three business
lines, including health insurance services,
specialty pharmacy business and physician
research assistance.
SMO Service in connection
with R&D of 8MW0511
and 9MW2821
Since 2020 6,246
SMO D /H1118/H1118/H1118Founded in China in 2009, it is a leading SMO
in project management providing one-stop
services for clinical trial implementations.
SMO Service in connection
with R&D of 7MW3711,
9MW0311, 9MW1911
and 9MW2821
Since 2020 5,540
SMO E /H1118/H1118/H1118Founded in China in 2012, it is a leading
clinical SMO dedicated to providing one-
stop clinical research solutions for sponsors
or researchers.
SMO Service in connection
with R&D of 7MW3711,
9MW0211, 9MW3011
and 9MW2821
Since 2019 4,073
SMO B /H1118/H1118/H1118Founded in China in 2000, it is a group with
global operations, providing integrated, end-
to-end services including chemistry drug
CRDMO, biology discovery, preclinical
testing and clinical research services.
SMO Service in connection
with R&D of 8MW0511,
9MW0211, 9MW0813
and 9MW2821
Since 2018 1,806
Regulatory Affairs
Our regulatory affairs team is responsible for the regulatory approval process of our product
candidates. Our regulatory affairs team manages the regulatory submission process for our product
candidates, which requires filings to be made to and approved by the relevant authorities before
clinical trials and commercialization can be initiated. The regulatory affairs team prepares and
manages regulatory filings by drafting filing dossiers, addressing regulatory questions and
conducting CMC and GMP readiness assessments for our product candidates.
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CHEMISTRY, MANUFACTURING & CONTROLS (“CMC”)
CMC Team
As of the Latest Practicable Date, our CMC team consisted of 134 professionals with
experience in process development, production and quality management from well-known
biopharmaceutical and pharmaceutical companies. As of the Latest Practicable Date, our CMC team
leaders had on average approximately 23 years’ experience. Our CMC team is responsible for
developing safe, robust, and economically sound production processes for our drug substances and
drug products, and ensuring their quality meets regulatory requirements.
Manufacturing and Collaboration with CDMO Partners
Jiangsu Taizhou ADC Manufacturing Facility. Our Jiangsu Taizhou ADC Manufacturing
Facility, spanning over 50,000 square meters, has two ADC antibody substance production lines,
two ADC substance production lines and one ADC product formulation production line. The ADC
antibody substance production line Phase I is designed with a capacity of 6×2,000L. The ADC
substance production line can accommodate ADC bulk production with conjugation scales from 30L
to 800L, fulfilling the conjugation production needs for different types of small molecules with
antibody bulk. As of the Latest Practicable Date, our Jiangsu Taizhou ADC Manufacturing Facility
had not commenced mass production. As of same date, the ADC production line had successfully
prepared clinical trial samples including 9MW2821, 7MW3711 and 7MW4911, with ten batches of
ADC drug substance and 15 batches of drug product produced. All batches passed quality testing,
marking a significant milestone of achieving a full industrial chain layout from early-stage R&D
and pharmaceutical development to the production of pivotal clinical trial samples at a commercial
scale. During the Track Record Period, the utilization rate of the Jiangsu Taizhou ADC
Manufacturing Facility was approximately 3% and 20%, in 2024 and 2025, respectively.
Jiangsu Taizhou Manufacturing Facility. Our Jiangsu Taizhou Manufacturing Facility is
primarily dedicated to the production of antibody and recombinant protein drugs. Built to comply
with the GMP standards of China and EMA GMP standards of the European Union, the facility
includes production and quality testing facilities for antibody and recombinant protein drugs. The
Jiangsu Taizhou Manufacturing Facility has an antibody drug production capacity of 8,000L,
recombinant protein drug capacity of 4,000L, and formulation lines capable of handling 1ml
pre-filled syringes and various vial sizes. Launched for mass production in April 2023, our Jiangsu
Taizhou Manufacturing Facility had been ramping up during the Track Record Period. During the
Track Record Period, the utilization rate of the Jiangsu Taizhou Manufacturing Facility was
approximately 40% and 19%, in 2024 and 2025, respectively.
Shanghai Jinshan Manufacturing Facility. We have established the Shanghai Jinshan
Manufacturing Facility, compliant with the EMA GMP standards of the European Union, which
includes clinical trial drug production, commercial production, and other stages of antibody drugs
from the drug substance to sterile preparations. We have launched the 1,000 kg/year antibody
manufacturing project at the Shanghai Jinshan Manufacturing Facility to meet our expanding
manufacturing needs. Spanning over 60,000 square meters, this facility includes antibody drug
production lines, formulation lines and auxiliary facilities. As of December 31, 2025, two drug
substance production lines (6×2,000L single-use bioreactors), one vial formulation production line
and one pre-filled syringe formulation production line had completed equipment installation. Four
batches of 500L-scale drug substance were successfully produced and quality-tested in the trial
production. One batch of 2,000L-scale drug substance has been produced and quality-tested in the
trial production in January 2026. The production line for pre-filled syringes has completed three
rounds of validation of aseptic process simulation and the production of three batches of pre-filled
syringes, having achieved satisfactory results in both validation and product verification. Similarly,
the vial formulation line has completed three rounds of aseptic process simulation validation with
satisfactory results. During the Track Record Period, the utilization rate of the Shanghai Jinshan
Manufacturing Facility was approximately 15% and 10%, in 2024 and 2025, respectively.
(1)
Notes:
(1) The Shanghai Jinshan Manufacturing Facility was partially established by April 2024, and its utilization rate in 2024
only accounted for that of the eight months ended December 31, 2024.
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We have established a rigorous pharmaceutical production quality management system,
enabling full-scale commercial manufacturing. Product quality standards are finalized through
extensive product testing and stability data analysis, with all testing methods validated or verified.
We strictly adhere to such quality standards and SOPs for product testing and release. We also
collaborate with CDMOs (including CMOs) to conduct and support our preclinical and clinical
trials in line with industry practice. We collaborate with them to manufacture certain raw materials
and drug substances to supply for preclinical studies and clinical trials, as well as to manufacture
our commercialized drug products. 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 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 IP rights and grant our CDMO partners the right to use our
IP 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
IP , know-how and trade secrets with CDMOs. The following table sets forth the details of all of our
CDMOs engaged during the Track Record Period.
CDMOs Background Service Provided
Commencement of
Business
Relationship
Annual
Transaction
Amount
(RMB in thousand)
For the year ended December 31, 2024
CDMO A /H1118/H1118/H1118Founded in 2000, it is a group with global
operations, providing integrated, end-to-end
services including chemistry drug CRDMO,
biology discovery, preclinical testing and
clinical research services.
CDMO Service Since 2018 23,429
CDMO B /H1118/H1118/H1118Founded in 1999, it provides R&D and one-stop
production services to pharmaceutical
companies. Its solutions range from early
clinical stage to commercial stage
CDMO Service Since 2023 23,292
CDMO C /H1118/H1118/H1118Founded in 2006, it focuses on providing small
molecule and new modalities CDMO services
for both pharmaceutical and biotech clients.
CDMO Service Since 2019 1,390
CDMOs Background Service Provided
Commencement of
Business
Relationship
Annual
Transaction
Amount
(RMB in thousand)
For the year ended December 31, 2025
CDMO B /H1118/H1118/H1118Founded in 1999, it provides R&D and one-stop
production services to pharmaceutical
companies. Its solutions range from early
clinical stage to commercial stage.
CDMO Service Since 2023 10,727
CDMO A /H1118/H1118/H1118Founded in 2000, it is a group with global
operations, providing integrated, end-to-end
services including chemistry drug CRDMO,
biology discovery, preclinical testing and
clinical research services.
CDMO Service Since 2018 8,634
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CDMOs Background Service Provided
Commencement of
Business
Relationship
Annual
Transaction
Amount
(RMB in thousand)
CDMO D /H1118/H1118/H1118Founded in 2021, it is a leading full-service
gene therapy CDMO.
CDMO Service Since 2023 544
CDMO C /H1118/H1118/H1118Founded in 2006, it focuses on providing small
molecule and new modalities CDMO services
for both pharmaceutical and biotech clients.
CDMO Service Since 2019 497
COMMERCIALIZATION, MARKETING AND BUSINESS DEVELOPMENT
We are establishing an effective marketing network in China and assembling dedicated
commercialization and business development teams. Concurrently, we are advancing the domestic
commercialization process of Mailisheng, Mailishu, Maiweijian and Junmaikang. As of the Latest
Practicable Date, Mailishu, Maiweijian and Junmaikang had been included in NRDL in China, and
none had been selected to join the drug procurement catalogue under the central procurement
scheme in China. We have constructed specialized marketing teams following a modular approach,
covering the entire spectrum including pre- and post-commercialization medical affairs, sales and
market access, product promotion and after-sales management, distribution and channel
development, operations management, as well as GSP quality management.
The global ADC market represents considerable potential. For details, see “— Core Product
9MW2821: A Nectin-4 Targeting ADC for the Treatment of Cancer — Market Opportunity and
Competition.” As of the Latest Practicable Date, Padcev was the only Nectin-4 targeting ADC drug
approved in the U.S. and in China, for the treatment of UC and/or bladder cancer in both
jurisdictions. We are developing 9MW2821 in multiple indications simultaneously, including UC,
TNBC, CC and EC, which are in relatively advanced clinical stages. By leveraging a chemical
conjugation-purification process, 9MW2821 is constructed by a two-pair conjugation of a disulfide
bond between the drug-containing linker and the humanized Nectin-4 targeting mAb. Compared to
Padcev, 9MW2821 has a stable linker and a uniform DAR. These features make 9MW2821 more
stable in blood circulation, allowing it to be delivered more efficiently to tumor cells. 9MW2821
has demonstrated favorable safety and efficacy profile in clinical trials. For details, see “— Core
Product 9MW2821: A Nectin-4 Targeting ADC for the Treatment of Cancer — Competitive
Advantages.” We aim to develop it as the first-to-market Nectin-4 targeting ADC drug in China for
the treatment of other indications including TNBC, CC and EC. In addition, we are actively
exploring 9MW2821 in combination with PD-1 mAbs, chemotherapy and other anti-cancer
modalities, aiming to further enhance its anti-tumor efficacy.
Outside of China, our commercialization and business development efforts target both
emerging markets and developed countries, leveraging strategies such as direct product sales,
supplying active ingredients for local fill-finish, and providing cell lines for local production. For
our Core Product and other innovative pipeline products, we have established a professional global
business development team primarily focused on licensing arrangements in developed countries. We
aim to explore and advance overseas licensing opportunities for novel drugs to maximize their
market value. We have also strategically chosen to commercialize certain relatively mature
products, such as biosimilars, in emerging markets through licensing and collaboration
arrangements.
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Distributorship
During the Track Record Period, we sold substantially all our commercialized drug products
in China to third-party distributors, who are our direct customers responsible for on-selling and
delivering our products generally to hospitals, medical institutions and pharmacies. This
distribution model helps extend our coverage in a cost-effective manner while retaining proper
control over our distribution network, marketing and promotion process. Our sales strategy and
distribution model are in line with the industry norm in the pharmaceutical industry, according to
Frost & Sullivan. During the Track Record Period, we complied with the Two-Invoice System under
which invoices are issued by us to our distributors on a once-off basis, and invoices are issued by
such distributors to public medical institutions on a once-off basis. We will continue to comply with
the Two-Invoice System.
Distribution Network
We maintain strong relationships with our distributors. As of December 31, 2025, our
distribution network comprised of 127 distributors and, our distribution network covered over 327
cities and regions in China, reaching more than 8,000 hospitals and institutions nationwide. During
the Track Record Period, sales to our distributors amounted to RMB129.7 million and RMB247.5
million in 2024 and 2025, respectively. All our net sales was generated from sales to distributors
in China. Such revenue is recognized when control of the goods is transferred to the distributors,
generally on receipt of the goods. While we also entered into commercialization agreements with
partners overseas, under these agreements we primarily transfer local fill-and-finish technology or
full technology, and cell stock solutions to respective territories for commercialization purposes. To
the best knowledge of our Directors, all of our distributors during the Track Record Period and up
to the Latest Practicable Date were Independent Third Parties, and none of our distributors which
transacted with us during the Track Record Period and up to the Latest Practicable Date was
controlled by our former or current employees, used our brand or name, or had received any
material advance or financial assistance from us.
The following table sets forth the movement of the number of our distributors for the periods
indicated below.
Y ear Ended December 31,
2024 2025
Number of distributors at the beginning of the period /H1118/H1118/H1118/H1118/H1118/H1118/H111892 113
Addition of new distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 14
Termination of existing distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111800
Net increase in distributors /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 14
Number of distributors at the end of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113 127
Distributor Management
Each business division of our sales and marketing team is responsible for the overall
management of distributors of the specific products within its responsibility, ranging from selecting,
monitoring, reviewing and managing associated risks. We choose our distributors based on their
demonstrated distribution capabilities, knowledge of their respective markets, financial stability,
creditworthiness, and operational scale. All distributors must hold the necessary licenses and
permits for pharmaceutical sales and distribution. Additionally, our distributors are required to
comply with the latest GSP standards for cold-chain storage and transportation.
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We have a seller-buyer relationship with our distributors under the buy-out sale model. We
retain no ownership over the products that we sell to them, and all significant risks and rewards
associated with these products are transferred to them upon delivery to and acceptance by them. We
enter into distribution agreements with our distributors. 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 agreements:
Designated distribution area. Distributors are generally not allowed to sell or distribute our
products outside of their designated distribution areas.
Term. The typical duration of distribution agreements is one year.
Sub-distributors. In line with market practice, we do not prohibit our distributors from engaging
sub-distributors subject to the compliance with the Two-Invoice System. Generally, we do not have
contractual relationships with or revenue recognized from sub-distributors engaged by our
distributors and we do not manage such sub-distributors directly. We typically rely on our
distributors to supervise their respective sub-distributors.
Sales target and minimum purchase requirement. Our agreements with distributors generally do not
specify an agreed annual sales target or minimum annual purchase amount.
Sales rebates. We provide sales rebates to distributors to compensate their delivery expenses, as an
incentive for prompt payment, and to provide additional benefits that encourage a strong and
collaborative relationship.
Inventory level. We generally do not require our distributors to maintain a minimum inventory level.
We have the right to take stock of distributors’ inventory of the products sold by us from time to
time.
Return of products. Our distributors are required to inspect the products on delivery. In line with
market practice, returns and exchanges are generally not allowed except for defective products,
incorrect deliveries or damages.
Credit terms. We generally grant our major distributors credit terms of 30 to 120 days, with longer
terms granted to selected distributors with whom we have built a strong business and financial track
record. We also require prepayments for product deliveries to our distributors in certain instances.
Access to information. We require major distributors to provide us with access to information at our
request, usually on a monthly basis, including providing us with procurement, sales and inventory
data of our products or with access to such information through their information technology
system.
Termination . We may terminate the distribution agreements in the event of, among others, (i) any
material breach by our distributors, such as sales outside of their designated distribution areas and
providing falsified sales data; or (ii) any other breach by our distributors that is not remedied within
a prescribed time-period.
We implement a multifaceted approach to minimize the risk of sales cannibalization among
our distributors. We enforce geographic limitations, which clearly specify the designated
distribution areas in our distribution agreements for each distributor and forbid sales beyond these
zones. Together with the detailed information regarding the flow of monthly sales of our products
through our distributors, we diligently oversee their sales to end customers and spot any
abnormalities in a timely manner. Furthermore, we maintain a policy imposing penalties for
unauthorized sales, including financial sanctions and potential termination of distribution
agreements.
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We have also adopted various measures to avoid channel stuffing. According to our
distribution agreements, returns and exchanges are generally not allowed except for defective
products, incorrect deliveries or damages. Further, we require our distributors to provide monthly
reports on their inventory volumes, enabling us to make periodic assessments of actual market
demand for our products and analyze the inventory levels of our distributors. We actively adjust our
sales strategy and geographic or product coverage of each distributor based on market demand and
each distributor’s capacity. During the Track Record Period and up to the Latest Practicable Date,
we did not notice any unusually large procurements inconsistent with distributors’ past practices,
nor did we notice any abnormally high inventory level of our distributors. During the Track Record
Period and up to the Latest Practicable Date, we did not have any product recalls or material product
returns from our distributors. The following diagram illustrates the workflow and fund flows
between us and other major parties involved in distributing our drugs to public hospitals and retail
pharmacies.
Company Distributors
Drug Products
Invoice
Fund Flows
Sub-distributors
Public
Hospitals
Retail
Pharmacies
We have comprehensive policies in place related to sub-distributors. Our distributors are
required to strictly comply with the Two-Invoice System and national pricing regulations and
policies when supplying products to sub-distributors. Sub-distributors are only able to sell drug
products to retail pharmacies, which are not subject to the Two-Invoice System. Our distributors
directly provide our drug products to their respective sub-distributors, and we monitor such
transaction and the sales amount between our distributors and their respective sub-distributors.
Pricing and geographic limitations in our distribution management policies also apply to
sub-distribution. When necessary, distributors should provide us the certified business licenses,
evidence for quality assurance, or other relevant and appropriate documents from the sub-
distributors. Additionally, distributors should supply any other documents we may request from
time to time, such as copies of the sub-distributor’s financial statements for the past three years.
These documents are for us to review and keep on file to verify the qualifications of
sub-distributors. Distributors are also required to provide us with comprehensive sales flow,
procurement, and inventory data from the previous month within the first three working days of
each month. For those distributors who employ the distributor data integration system (that provides
automated data collection) in their terminals, they are expected to upload their inventory and sales
data in a timely manner, while others should submit this information via email. The distributor data
integration system collects sales flow, procurement and inventory data of the distributors on daily
basis, and we will review such data timely with monthly surveillance control. We mandate the data
provided be both authentic and complete, encompassing product names, specifications, quantities,
dates, and other essential details. Additionally, pursuant to our distribution management policies,
our distributors are obligated to assist us in obtaining product sales flow and inventory data from
sub-distributors to ensure the maintenance of market order and the smooth operation of commercial
channels. We do not expect to encounter any material risks of non-compliance for the engagement
of such sub-distributors by our distributors.
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Our distributors are subject to anti-corruption and anti-bribery obligations pursuant to the
terms of our distribution agreements, under which distributors (i) are required to comply with PRC
laws and regulations, including anti-corruption and anti-bribery laws and regulations; and (ii) shall
bear integrity obligation. See “— Risk Management and Internal Control.” During the Track Record
Period, there was not any material violation of the distributorship agreements.
Logistics Arrangement
We generally engage third-party logistics service providers to transport our products to
customers. We have entered into logistics service agreements with these providers, pursuant to
which they are responsible for furnishing comprehensive logistics services, encompassing storage,
secondary packaging, and timely shipment to specified destinations. Our prerequisites mandate that
such logistics service providers maintain contemporary pharmaceutical storage and distribution
facilities. Moreover, they must hold third-party pharmaceutical logistics qualifications sanctioned
by competent authorities. Pursuant to the logistics arrangements, these providers bear responsibility
for any loss, damage, or contamination of transported drugs resulting from their negligence during
the provision of logistics services. Breach of contract by the logistics providers, including failure
to meet these obligations, may result in the imposition of liquidated damages.
INTELLECTUAL PROPERTY
As of the Latest Practicable Date, we secured 147 patents and submitted 271 patent
applications globally, including 27 patents and 15 patent applications in relation to our Core
Product. As of the same date, we had not received any material concerns or inquiries from relevant
competent authorities that makes us to believe that any of the pending patent applications will be
rejected. The following table sets forth an overview of our material granted patents and filed patent
applications in connection with our clinical and preclinical product candidates as of the Latest
Practicable Date. We hold ownership of all the material patents and patent applications.
Product
Name of Patent
Family (1) Jurisdiction Status Application Date Expiration Date (2)
9MW2821 (3) /H1118/H1118/H1118Di-substituted
maleic amide
linker for
antibody-drug
conjugating and
preparation
method and use
thereof
Chinese Mainland,
Austria, Belgium,
Switzerland,
Germany, Denmark,
Spain, United
Kingdom, France,
Ireland, Italy,
Netherlands,
Poland, Sweden,
Turkey, Canada,
Japan, Korea,
United States
Granted Chinese Mainland:
2016;
Chinese Mainland,
Austria, Belgium,
Switzerland,
Germany, Denmark,
Spain, United
Kingdom, France,
Ireland, Italy,
Netherlands,
Poland, Sweden,
Turkey, Canada,
Japan, Korea,
United States: 2017
Chinese Mainland:
2036;
Chinese Mainland,
Austria, Belgium,
Switzerland,
Germany, Denmark,
Spain, United
Kingdom, France,
Ireland, Italy,
Netherlands,
Poland, Sweden,
Turkey, Canada,
Japan, Korea,
United States: 2037
Preparation method
for bis-
substituted
bridging
antibody-drug
conjugate
Chinese Mainland,
EPO, United States
Pending Chinese Mainland,
EPO, United States:
2021
–
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Product
Name of Patent
Family (1) Jurisdiction Status Application Date Expiration Date (2)
Antibody-drug
conjugate
targeting
Nectin-4 and
preparation
method therefor
and use thereof
Chinese Mainland,
Canada, Australia,
Brazil, Korea, EPO,
Japan, Indonesia,
Saudi Arabia,
United States,
Mexico
Pending Chinese Mainland,
Canada, Australia,
Russia, Brazil,
Korea, EPO, Japan,
Indonesia, Saudi
Arabia, United
States, Mexico:
2022
–
Antibody-drug
conjugate
targeting
Nectin-4 and
preparation
method therefor
and use thereof
South Africa, Russia Granted 2022 2042
8MW0511 /H1118/H1118/H1118/H1118A method for
removing Pichia
pastoris
expression
recombinant
protein
aggregates
and/or
degradation
fragments
Chinese Mainland Granted 2020 2040
9MW1911 /H1118/H1118/H1118/H1118Method for
determining the
biological
activity of
human IL-33/
ST2 pathway
inhibitors
Chinese Mainland Granted 2019 2039
Anti-ST2 antibody
and application
thereof
Chinese Mainland,
Australia, Korea,
Canada, United
States, EPO
Pending Chinese Mainland:
2020;
Chinese Mainland,
Australia, Korea,
Canada, United
States, EPO: 2021
–
Anti-ST2 antibody
and application
thereof
Japan Granted 2021 2041
Antibody for anti-
Tumodulin 2 and
liquid
composition
Chinese Mainland Pending 2022 –
Pharmaceutical use
of antibody for
anti-Tumodulin 2
Chinese Mainland Pending 2022 –
9MW3811 /H1118/H1118/H1118/H1118Anti-interleukin-11
antibody and use
thereof
Chinese Mainland,
EPO, United States,
Korea, Canada,
Japan
Pending 2023 –
9MW3011 /H1118/H1118/H1118/H1118Anti-TMPRSS6
antibodies and
uses thereof
Chinese Mainland,
EPO, India, Korea,
Canada, Australia,
Hong Kong, United
States
Pending 2021 –
Anti-TMPRSS6
antibodies and
uses thereof
United States, Japan Granted 2021 2041
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Abbreviations: PCT: Patent Cooperation Treaty, EPO: European Patent Office
Notes:
(1) Unless otherwise indicated, the patent for applications within the same family is the same and is therefore disclosed
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.
(3) Jiangsu Mabwell Health Pharmaceutical R&D Co. Ltd. and Mabwell (Shanghai) Bioscience Co. Ltd. are owners of
all the patents and patent applications in connection with 9MW2821 disclosed in this table.
The official patent numbers for material patents granted in relation to 9MW2821, named
“Di-substituted maleic amide linker for antibody-drug conjugating and preparation method and use
thereof,” are: ZL201611093699.6; ZL201711169847.2; ZL201780072626.5; EP3546448(A T);
EP3546448(BE); EP3546448(CH); EP3546448(DE); EP3546448(DK); ES2921236;
EP3546448(FR); EP3546448(GB); EP3546448(IE); EP3546448(IT); EP3546448(NL);
EP3546448(PL); EP3546448(SE); EP3546448(TR); CA3044898; EP3546448; JP7058666B2;
KR10-2562760; US10987430B2. The official patent number for material patent granted in relation
to 9MW1911, named “Method for determining the biological activity of human IL-33/ST2 pathway
inhibitors,” is ZL201910512938.4.
We have entered into confidentiality agreements with our senior management and key R&D
team members 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.
We conduct our business under the brand name of “Mabwell” and/or “يAs of the
Latest Practicable Date, we held 421 registered trademarks in Chinese Mainland, and 24 pending
trademark applications in Chinese Mainland. We are also the owner of 16 registered copyrights and
57 domain names.
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
IP; and (ii) to our best knowledge, we were not involved in any proceedings in respect of any IP
rights that may be threatened or pending and that may have a material adverse effect on the R&D
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
and the U.S. in relation to our Core Product. With the support of the FTO Analysis, our Directors
were not aware of any instances of confirmed infringement of third parties’ IP rights in relation to
our Core Product in China and in the U.S., during the Track Record Period and up to the Latest
Practicable Date.
OUR SUPPLIERS
We procure raw materials and packing materials for our products and drug candidates from
qualified suppliers and also engage contract service supplier for R&D purpose. During the Track
Record Period, our major suppliers for our R&D primarily consisted of CROs, SMOs and CDMOs
and we did not experience any material disputes with our suppliers. In addition, adequate alternative
sources for such supplies exist, and we have developed alternative sourcing strategies for these
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supplies. We may also engage suppliers for other products or services from time to time to fulfill
our business demand. We will establish necessary relationships with alternative sources based on
supply continuity risk assessment. We generally have credit periods within 30 days provided by our
five largest suppliers.
Relationship with our major R&D suppliers
For details of our relationship with CROs and SMOs, see “— Research and Development —
Clinical Development — Relationship with CROs and SMOs.” For details of our relationship with
CDMOs, see “— Chemistry, Manufacturing & Controls (“CMC”) — Manufacturing and
Collaboration with CDMO Partners.” Below is a summary of the key terms of a typical agreement
with our CROs, SMOs and CDMOs.
Services. The CRO, SMO or CDMO provides us with services such as implementing a clinical
research project, manufacturing products and/or providing materials as specified in the master
agreement and completing ad-hoc work orders.
Term. The CRO, SMO or CDMO is required to perform its services according to the prescribed time
frame set out in the master agreement or a work order.
Payment. We are required to make payments to the CRO, SMO or CDMO according to the payment
schedule agreed by the parties.
Confidentiality. We and the CRO, SMO or CDMO agree to keep confidential any information in
relation to the performance of the master agreement.
Credit terms. We usually arrange payment within 30 days of receipt of invoice from CRO, SMO or
CDMOs. Installment payments will be made in accordance with the milestone payment
arrangements specified in the agreement.
Intellectual property. We own all IP derived from the clinical research project, and we are entitled
to apply patent for such IPs.
Medical liabilities . The CDMO will be liable for medical events and accidents that occur as a result
of non-compliance with the quality of drugs manufactured by the CDMO.
Liabilities and termination . The liability of a CRO, SMO or CDMO arises at the failure to provide
services in accordance with the agreed upon service schedule, and our liability arises at the failure
to make timely arrangements for payment in accordance with credit terms. If either party is
prevented from or delayed in the performance of its obligations under the agreement by force
majeure for more than 60 consecutive or aggregate days or if either party is in breach of the
agreement and fails to remedy its breach for more than 30 days after notice is given by the
non-breaching party, the non-breaching party shall have the right to terminate the agreement
immediately by written notice to such breaching party.
In 2024 and 2025, our purchases from our five largest suppliers in each year in aggregate
amounted to RMB241.5 million and RMB280.6 million, representing 25.3% and 27.8% of our total
corresponding purchases in such periods, respectively, and our purchases from the largest supplier
in each year amounted to RMB84.0 million and RMB94.3 million, accounted for 8.8% and 9.4% of
our total corresponding purchases, respectively. The following table sets forth details of our five
largest suppliers in each year during the Track Record Period.
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Supplier Background Major Purchases Credit Terms
Commencement
of Business
Relationship
(Since)
Purchase
Amount
% of Total
Purchases
for the
Period
(RMB in
thousand)
For the year ended December 31, 2024
Supplier A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founded in China in 2008, it is a
leading international commerce
company, providing enterprise
customers with, among others,
digital solutions, supply chain
management, construction
services and consulting services.
Construction
services and
material
procurement
Within 30 days 2017 84,034 8.8%
Supplier B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founded in China in 2014, it is an
integrated CRO company,
providing end-to-end clinical
research services to
pharmaceutical companies
globally.
CRO services Within 30 days 2020 66,553 7.0%
Supplier C /H1118/H1118/H1118/H1118/H1118/H1118/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
and material
procurement
Within 30 days 2018 39,131 4.1%
Supplier D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founded in China in 2005, it is a
leading CRO company, providing
end-to-end clinical research
services to pharmaceutical
companies globally.
CRO services Within 30 days 2019 28,481 3.0%
Supplier E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founded in China in 1998, it is a
global leading integrated CDMO
service provider listed on
Shenzhen Stock Exchange and
the Hong Kong Stock Exchange,
providing one-stop services for
the whole life cycle of
pharmaceuticals development and
manufacturing for global
customers.
CDMO services Within 30 days 2023 23,292 2.4%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 241,491 25.3%
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Supplier Background Major Purchases Credit Terms
Commencement
of Business
Relationship
(Since)
Purchase
Amount
% of Total
Purchases
for the
Period
(RMB in
thousand)
For the year ended December 31, 2025
Supplier F /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founded in China in 2015, it is a
biopharmaceutical company that
focuses on the R&D of small
molecule drugs in the field of
degenerative diseases and anti-
tumor therapeutics.
License in Within 30 days 2018 94,340 9.4%
Supplier C /H1118/H1118/H1118/H1118/H1118/H1118/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
and material
procurement
Within 30 days 2018 64,536 6.4%
Supplier B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founded in China in 2014, it is an
integrated CRO company,
providing end-to-end clinical
research services to
pharmaceutical companies
globally.
CRO services Within 30 days 2020 57,822 5.7%
Supplier G /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founded in China in 1983, it is a
leading digitalization technology
company, providing enterprise
customers with, among others,
electronic devices, digital
solutions, construction services
and consulting services.
Construction
services
Within 30 days 2018 34,307 3.4%
Supplier H /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founded in China in 2004, it is the
industry’s leading integrated
biopharmaceutical R&D service
platform, providing innovative
R&D solutions across the entire
cycle for the global
pharmaceutical and medical
device industries.
CRO services Within 30 days 2018 29,596 2.9%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 280,601 27.8%
All of our five largest suppliers in each period during the Track Record Period are Independent
Third Parties. None of our Directors or any Shareholder who, to the knowledge of our Directors,
owns more than 5% of our issued share capital immediately following completion of the Global
Offering, nor any of their respective associates had any interest in any of our five largest suppliers
during the Track Record Period.
OUR CUSTOMERS
During the Track Record Period, we generated revenue from sales of pharmaceutical products
and out-licensing arrangements. Substantial portion of our revenue from sales of pharmaceutical
products are generated from third-party distributors in China, who are our direct customers
responsible for subsequently selling and delivering our products to hospitals, medical institutions
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and pharmacies. In 2024 and 2025, our revenue from our five largest customers in each period in
aggregate amounted to RMB147.3 million and RMB577.0 million, representing 73.7% and 87.6%
of our total corresponding revenues in such periods, respectively, and our revenue from the largest
customer in each period amounted to RMB58.9 million and RMB333.1 million, accounted for
29.5% and 50.6% of our total corresponding revenues, respectively. The following table sets forth
details of our five largest customers in each period during the Track Record Period.
Customer Background
Major Products
or Services
Credit
Terms
Commencement
of Business
Relationship
(Since)
Revenue
Contribution
%o f
Total
Revenue
for the
Period
(RMB in
thousand)
For the year ended December 31, 2024
Customer A /H1118/H1118/H1118Founded in China in
2003, it is a leading
healthcare company
listed on the Hong
Kong Stock Exchange,
focusing on the sales
and distribution of
pharmaceuticals.
Pharmaceutical
sales
60 days 2023 58,884 29.5%
Customer B /H1118/H1118/H1118Founded in the
United States in 2017,
it is a clinical-stage
pharmaceutical
company listed on
Nasdaq, focusing on
novel treatments for
patients with serious
hematologic diseases.
Technical
services
(1)
60 days 2023 36,181 18.1%
Customer C /H1118/H1118/H1118Founded in China
in 1996, it is a state-
owned conglomerate,
focusing on multiple
industries including
the development of
pharmaceuticals.
Pharmaceutical
sales
60 days 2023 23,232 11.6%
Customer D /H1118/H1118/H1118Founded in eastern
Europe in 2020, it is a
clinical-stage
pharmaceutical
company focusing on
the development,
manufacturing and
marketing of drugs in
various disease areas.
Pharmaceutical
sales
7 working
days
2023 14,856 7.4%
Customer E /H1118/H1118/H1118Founded in China
in 2012, it is a
biopharmaceutical
company listed on
Shanghai Stock
Exchange STAR
Market and the Hong
Kong Stock Exchange,
engaged in the
discovery,
development, and
commercialization of
innovative therapies.
Technical
services
(2)
45 working
days
2018 14,151 7.1%
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118 147,304 73.7%
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Customer Background
Major Products
or Services
Credit
Terms
Commencement
of Business
Relationship
(Since)
Revenue
Contribution
%o f
Total
Revenue
for the
Period
(RMB in
thousand)
For the year ended December 31, 2025
Customer F /H1118/H1118/H1118Founded in China in
1958, it is a leading
vertically integrated
pharmaceutical
companies in China
that develops,
manufactures and
distributes both
finished dosage forms
and active
pharmaceutical
ingredients.
Technical
services
(3)
30 days 2025 333,120 50.6%
Customer A /H1118/H1118/H1118Founded in China in
2003, it is a leading
healthcare company
listed on the Hong
Kong Stock Exchange,
focusing on the sales
and distribution of
pharmaceuticals.
Pharmaceutical
sales
60 days 2023 107,110 16.3%
Customer B /H1118/H1118/H1118Founded in the United
States in 2017, it is a
clinical-stage
pharmaceutical
company listed on
Nasdaq, focusing on
novel treatments for
patients with serious
hematologic diseases.
Technical
services
(1)
60 days 2023 71,134 10.8%
Customer C /H1118/H1118/H1118Founded in China in
1996, it is a state-
owned conglomerate,
focusing on multiple
industries including
the development of
pharmaceuticals.
Pharmaceutical
sales
60 days 2023 39,734 6.0%
Customer G /H1118/H1118/H1118Founded in 2000, it is a
leading company in
China, focusing on
sales and distribution
of pharmaceuticals.
Pharmaceutical
sales
60 days 2023 25,934 3.9%
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118 577,032 87.6%
Notes:
(1) The technical service provided to Customer B in 2024 and 2025 was the exclusive licensing of one of our drug
candidates.
(2) The technical service provided to Customer E in 2024 was the transfer of our technology regarding the formulation
of culture media.
(3) The technical service provided to Customer F in 2025 was the licensing of a commercialized product.
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All of our five largest customers in each period during the Track Record Period are
Independent Third Parties. None of our Directors or any Shareholder who, to the knowledge of our
Directors, owns more than 5% of our issued share capital immediately following completion of the
Global Offering, nor any of their respective associates had any interest in any of our five largest
customers in each period during the Track Record Period.
Overlapping Customer and Supplier
During the Track Record Period, several of our five largest customers in each period of the
Track Record Period were also our suppliers (the “ customers-suppliers ”). In 2024, four of the five
largest customers were also our suppliers. The sales to these customers-suppliers amounted to
RMB132.4 million, representing 66.3% of our total revenue in 2024, and the purchase from them
amounted to RMB9.9 million, representing 1.1% of our total purchase in 2024. The following table
sets forth the details:
Customer-Suppliers
Revenue amount
(% of total
revenue)
Major products
or services
purchased from
the Group
Purchase amount
(% of total
purchase)
Major purchase
by the Group
(RMB in thousands)
(RMB in
thousands)
Customer A /H1118/H1118/H1118/H1118/H1118/H1118/H111858,884 (29.5%) Pharmaceutical
sales
3,561 (0.4%) Raw materials and
services
Customer B /H1118/H1118/H1118/H1118/H1118/H1118/H111836,181 (18.1%) Technical
services
1,188 (0.1%) Technical services
related to clinical
trials
Customer C /H1118/H1118/H1118/H1118/H1118/H1118/H111823,232 (11.6%) Pharmaceutical
sales
548 (0.1%) Raw materials
Customer E /H1118/H1118/H1118/H1118/H1118/H1118/H111814,151 (7.1%) Technical
services
4,561 (0.5%) Pharmaceutical products
purchased to supply
to overseas customers
for their R&D
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,448 (66.3%) 9,857 (1.1%)
In 2025, three of the five largest customers were also our suppliers. The sales to these
customers-suppliers amounted to RMB172.8 million, representing 26.2% of our total revenue in
2025, and the purchase from them amounted to RMB6.4 million, representing 0.6% of our total
purchase in 2025. The following table sets forth the details:
Customer-Suppliers
Revenue amount
(% of total
revenue)
Major products
or services
purchased from
the Group
Purchase amount
(% of total
purchase)
Major purchase
by the Group
(RMB in thousands)
(RMB in
thousands)
Customer A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,110 (16.3%) Pharmaceutical
sales
5,236 (0.5%) Raw materials and
services
Customer C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,734 (6.0%) Pharmaceutical
sales
1,048 (0.1%) Raw materials
Customer G /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,934 (3.9%) Pharmaceutical
sales
80 (0.0%) Raw materials
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118172,778 (26.2%) 6,364 (0.6%)
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Negotiations of the terms of our sales to and purchases from the customers-suppliers were
conducted on a transaction-by-transaction basis, and we have established solid business
relationships with them. Our sales to and purchases from our customers-suppliers were not related
to or inter-conditional upon each other. We had overlapping customers and suppliers during the
Track Record Period due to business considerations, including transactions with different entities
within the same conglomerate group and purchase and sale from the same entity of goods and
services of different nature or purchase of specific technology services for clinical trials. Our
Directors confirmed that all of our sales to and purchases from these customers-suppliers were
entered into after due consideration taking into account the prevailing purchase and selling prices
at the relevant times, conducted in the ordinary course of business under normal commercial terms
and on arm’s length basis. Save as disclosed above, there were no five largest suppliers in each
period during the Track Record Period who were also our customers during the Track Record
Period, or vice versa.
PRICING
We establish and execute a reasonable pricing approach for our marketed products to maintain
competitiveness and profitability. In setting our prices, we consider our costs and expenses related
to R&D, production, and marketing, as well as market entry barriers and competitive environment.
Moreover, our pricing strategies are influenced by pharmaceutical industry regulations and policies,
such as medical insurance reimbursement standards and the regulation of medical and pricing
practices. Taking these factors into account, we set the list price of Junmaikang at RMB998.0 per
unit, Mailishu RMB613.80 per unit and Maiweijian RMB1,043.46 per unit.
Participants of the national public medical insurance programs and their employers, if any, are
required to contribute to the payment of insurance premium on a monthly basis. Program
participants are eligible for full or partial reimbursement of the cost of drugs included in the NRDL
which sets forth the payment standard for drugs under the basic medical insurance, work-related
injury insurance and maternity insurance funds. The National Healthcare Security Administration of
the PRC, together with other government authorities, have the power to determine the drugs
included in the NRDL. Mailishu, Maiweijian and Junmaikang are included in the NRDL. Being part
of the NRDL has substantial implications as it determines the medical insurance reimbursement
standards for our products.
COMPETITION
To stay competitive, we employ the following strategies for our products. For 9MW2821, we
plan to utilize our marketing network and dedicated commercialization and business development
teams upon its approval in China. For 9MW3811, we seek to develop it into the first approved drug
targeting IL-11 for the treatment of pathological scars (including hypertrophic and keloids). For
9MW1911, we plan to develop it into the first large molecule drug for COPD targeting the non-Th2
pathway, for which there is no approved biologic therapies. For 9MW0813, we plan to file its BLA
with the NMPA, to provide patients with a more economical new choice of anti-VEGF drugs for the
treatment of adult DME. For 9MW1911, we plan to: (1) harness its key advantage of targeting a
broader patient population without regard to the patients’ eosinophil levels, as compared to the
existing IL-4R /H9251inhibitor drugs that only target COPD patients with Type II inflammation with over
300 cells/µL of blood eosinophil level, and (2) tailor our clinical development to the needs of
patients in China whose COPD is primarily caused by smoking, air pollution, and household biofuel
burning.
INSURANCE
We maintain insurance policies that we consider to be in line with market practice and
adequate for our business. Our principal insurance policies cover employee benefits liability and
adverse events in clinical trials. We currently do not maintain insurance for environmental liability
or property loss.
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EMPLOYEES
As of the Latest Practicable Date, we had 1,355 employees in total, the vast majority of which
were located in Chinese Mainland. The following table sets forth the number of our employees
categorized by function as of the Latest Practicable Date.
Functions
Number of
employees by
function Percentage
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/H1118/H1118/H1118/H1118/H1118/H1118370 27.3%
Research and Development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118380 28.0%
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118439 32.4%
Administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 8.5%
Finance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851 3.8%
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/H11181,355 100.0%
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. To maintain our workforce’s skill levels, we provide continuing
education and training programs to improve their technical, professional or management skills. We
also provide training programs to our employees to ensure their awareness and compliance with our
policies and procedures. Furthermore, we provide various incentives and benefits to our employees,
including competitive salaries, bonuses and share-based payment, particularly our key employees.
Our employees’ remuneration comprises salaries, bonuses, provident funds, social security
contributions, and other welfare payments. During the Track Record Period and as of the Latest
Practicable Date, we engaged a third-party human resources 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. As of the Latest Practicable Date, the third-party human resources agent
paid social insurance premium and housing provident funds for 241 of our employees. In 2024 and
2025, the social insurance premium and housing provident fund paid through the third-party human
resources agent amounted to RMB33.3 million and RMB28.4 million, respectively. As of the Latest
Practicable Date, (i) the third-party human resource agent had confirmed they had made full
contributions for our relevant employees in a timely manner pursuant to the applicable laws and
regulations in China during the Track Record Period, (ii) there had been no disputes between us,
such employees and the third-party human resources agent with regard to such arrangement, and
(iii) 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 advised by our
PRC Legal Adviser, (i) the engagement of third-party human resources agent to pay social insurance
premium and housing provident funds for certain employees is not in strict compliance with
relevant PRC laws and regulations, and according to the Social Insurance Law of the PRC ( ʕശ
), an employer fails to pay social insurance contributions on time and in
full and fails to make the payment or supplement the amount within a specified time limit ordered
by the government authority, the government authority may impose a fine ranging from one to three
times the amount of the unpaid premiums, (ii) however, if there are no employee complaints and
if we are able to rectify upon request by the relevant authorities within the specified period, the risk
of us being subject to material penalties as a result of paying the social insurance premium and
housing provident funds for the relevant employees through a third-party agent is relatively low.
Please refer to “Risk Factors — Risks Relating to Our Operations — We are subject to risks in
relation to our social insurance and housing provident fund contributions”.
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To prevent any future recurrences of such non-compliance, we have established and
implemented the following internal control measures and procedures: (i) our human resources
department has inspected our payment of social insurance premium and housing provident funds for
our employees and found out the reasons for engaging a third-party human resources agency made
records and followed up; (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 by our
Board and the head of our human resources department; (iii) we will regularly communicate with
the relevant competent authorities and, where necessary, consult with PRC legal counsel, to ensure
that our calculation and payment methods are in compliance with the relevant laws and regulations;
(iv) we will regularly consult with PRC legal counsel to understand whether we are at risk of
non-compliance with the relevant laws and regulations; and (v) 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 counsel, where necessary, on the updates thereof.
We had 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.
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 implement safety guidelines
to set out information about potential safety hazards and procedures. We require employees to
participate in safety training to familiarize themselves with the relevant safety rules and procedures.
Also, we have policies in place and have adopted relevant measures to ensure the hygiene of our
work environment and the health of our employees. 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 the Latest Practicable Date, we owned 11 parcels in Chinese Mainland with an aggregate
GFA of approximately 150,000 sq.m. In addition, we leased (i) 25 properties in Chinese Mainland
with an aggregate GFA of approximately 48,981 sq.m.; and (ii) one property in the United States
with a GFA of 6,722 square feet. Our current facilities are sufficient to meet our near-term needs.
As of the Latest Practicable Date, 22 of our lease agreements for properties in China had not
been registered with relevant authorities in China. Our PRC Legal Adviser has advised 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 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 details, please see “Risk Factors
— Risks Relating to Our Operations — We are subject to risks associated with our leased
properties.”
As of December 31, 2025, no single property interest that formed part of non-property
activities had a carrying amount of 15%, and no single property interest that formed part of property
activities had a carrying amount of 1%, of our total assets. Therefore, according to Chapter 5 of the
Listing Rules and section 6(2) of the Companies (Exemption of Companies and Prospectuses from
Compliance with Provisions) Notice (Cap. 32L of the Laws of Hong Kong), this Prospectus is
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exempted from compliance with the requirements of section 342(1)(b) of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance in relation to paragraph 34(2) of the Third Schedule
to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, which requires a
valuation report with respect to our Group’s interests in land or buildings.
PERMITS, LICENSES AND OTHER APPROV ALS
As of the Latest Practicable Date, as confirmed by our PRC Legal Adviser, we had obtained
all requisite licenses, approvals and permits from relevant authorities that are material to our
operations, and such licenses, permits and certifications all remain in full effect. We had not
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. There is
no material legal impediment in renewing such licenses, permits, approvals and certificates as they
expire in the future as long as we are in compliance with applicable laws, regulations and rules.
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 Manufacturing
License /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Jiangsu Provincial
Administration for Market
Regulation
September 22,
2025
October 10, 2030
Pollution Discharge Permit /H1118Jinshan District
Environmental Protection
Bureau of Shanghai City
June 3, 2024 June 2, 2029
Pollution Discharge Permit /H1118Taizhou Municipal Ecology
and Environment Bureau
July 15, 2024 July 14, 2029
Pharmaceutical Business
License /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Jiangsu Medical Products
Administration
April 18, 2025 March 13, 2029
Class II Medical Device
Business Recordation
Certificate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Wenzhou Market Supervision
and Administration Bureau
June 20, 2025 N/A
Class II Medical Device
Business Recordation
Certificate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Administration for Market
Regulation of the
Administration of
Chongqing High-Tech
Industrial Development
Zone
October 30, 2025 N/A
Pollutant discharge permit /H1118Taizhou Municipal Bureau of
Ecology and Environment
March 2, 2026 April 12, 2031
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
ESG Governance Structure
We recognize the importance of ESG to our sustainable development and have incorporated
ESG principles into our governance and operations. We have established a three-tier ESG
governance structure comprising the Board, the ESG committee and the ESG working group. Our
Board has overall responsibility for ESG matters, including our ESG strategy, objectives,
performance and disclosure. The ESG committee assists the Board in overseeing ESG-related
matters and monitors the implementation of ESG initiatives. The ESG working group coordinates
ESG-related work across relevant departments, supports ESG information collection and disclosure,
assesses ESG-related risks and facilitates the implementation of ESG measures. We plan to arrange
further ESG training for our Directors and employees and, after Listing, will continue to enhance
our ESG governance framework as appropriate.
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ESG Materiality Assessment
Based on the MSCI ESG Industry Materiality Map, and with reference to the materiality list
for the healthcare industry outlined in the Environmental, Social, and Governance Reporting Guide
by the Hong Kong Stock Exchange, the SASB Healthcare Materiality Map, and the key issues
identified by leading ESG-focused companies within our industry, in conjunction with our own
circumstances, we have preliminarily pinpointed the following key ESG issues:
Issues Materiality Risks/Opportunities
Governance
Business Ethics and Anti-Corruption /H1118/H1118Highly Material Strong business ethics can enhance our
corporate reputation.
Data Privacy and Security /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Highly Material Potential litigation and damages may arise
from breaches of confidentiality principles.
Board Diversity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Material Diversity broadens our perspectives and
experiences, allowing us to identify market
opportunities and risks more thoroughly,
and boosting our innovation capabilities and
governance quality.
Product Responsibility
Product Quality and Safety /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Highly Material Ensuring product quality is essential for our
profitability. Inherent potential risks may
arise due to improper usage of drug
products.
R&D and Innovation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Highly Material Investment in R&D and innovation is a
reflection of our competitive edge.
Access to Medicines /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Highly Material Offering affordable medicines can elevate our
brand reputation and expand our social
impact. Excessively high product pricing
may adversely affect patients’ access to
high-quality medical services. Accordingly,
our pricing strategy incorporates a range of
factors, and we are committed to ensuring
that a broader patient population can obtain
the necessary pharmaceutical products.
Protection of Intellectual Property
Rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Material Protecting intellectual property rights is a sign
of our competitive strength.
Employee Rights and Interests
Employee Health and Safety /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Highly Material Talent is the foundation of our growth.
Development and Training /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Highly Material Without adequate training and promotion
opportunities, we may face increased
medium- to long-term employee turnover
and a shortage of qualified personnel.
Compliant Employment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Material Talent is the backbone of our enterprise
development.
Environment
Climate Change /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Material See “— Climate Change.”
Resources Utilization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Material Poor resource management can lead to waste
and higher operating costs.
Emissions Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Material Excessive emissions could result in penalties.
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Issues Materiality Risks/Opportunities
Social Responsibility
Supply Chain Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Material A robust supply chain ensures timely
deliveries.
Customer Relations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Material High customer satisfaction is key to our long-
term business success.
Community Contribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Generally
Material
Engaging in community contributions
demonstrates our social responsibility and
helps in building a reputation as a
responsible corporate citizen.
Governance
Business Ethics
We attach great importance to anti-corruption and comply with the Company Law of the PRC,
the Anti-Unfair Competition Law of the PRC and other applicable laws and regulations. We adopt
a zero-tolerance approach to corruption, bribery, extortion, fraud and money laundering, and have
implemented internal policies applicable to all employees to govern ethical conduct and compliance
in business operations. We have also established whistleblowing channels for employees to report
suspected misconduct or compliance breaches on a named, confidential or anonymous basis, and we
protect whistleblowers’ confidentiality and prohibit retaliation.
Data Privacy and Security
We comply with the Cybersecurity Law of the PRC, the Personal Information Protection Law
of the PRC and other applicable laws and regulations. We have adopted internal policies and
procedures on information security, access control, data management and emergency response to
safeguard the security and confidentiality of patient information and medical records. Access to
clinical trial data is restricted to authorized personnel through hierarchical access controls and
limited to the purposes consented to by patients. Relevant employees and external parties involved
in clinical trials are also subject to confidentiality requirements.
Board Diversity
For details, see “Directors and Senior Management — Board Diversity Policy.”
Product Responsibility
Product Quality and Safety
We have established a pharmacovigilance system covering the lifecycle of our drugs from
clinical trials to post-marketing, in accordance with the Drug Administration Law of the PRC, GCP ,
GVP and other applicable laws and regulations. Through this system, we monitor, identify, assess
and control adverse drug reactions and other drug safety risks, with a view to safeguarding patient
safety and public health. During clinical trials, we report suspected unexpected serious adverse
reactions to the relevant authorities within the prescribed timeframe and implement risk
management measures to protect trial participants. For marketed products, we have established
reporting channels for healthcare professionals and patients to collect information on suspected
adverse drug reactions, and we conduct analysis, evaluation and reporting, as well as risk
identification, assessment and control, in accordance with applicable requirements.
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Pharmaceutical Accessibility
We have developed guidelines to clearly define the pricing process for new products. Our
pricing strategy considers multiple factors, such as production costs, market prices of similar
products, technological advantages, product quality, market trends, fluctuations in supply and
demand, and affordability of relevant patient groups. We are committed to improving product
affordability by integrating appropriate pricing strategies into the NRDL and other government-
funded healthcare insurance programs. We have implemented patient assistance programs, tailored
to different products and conditions, to provide medication support for eligible patients who
successfully enroll.
Employee Rights and Interests
We comply with the Labor Law of the PRC, the Labor Contract Law of the PRC, the Special
Provisions on the Labor Protection for Female Employees, the Production Safety Law of the PRC,
the Occupational Disease Prevention Law of the PRC and other applicable laws and regulations. We
are committed to maintaining a diverse and inclusive workplace and providing equal opportunities
in recruitment, compensation and benefits, promotion, dismissal and retirement. We also value
employee training and development and promote a learning culture through our training system to
support employees’ career development and enhance job competency. In addition, we have
established internal policies and procedures on production safety, occupational health, laboratory
safety, hazardous chemicals management and accident management to safeguard the health and
safety of our employees. We have also implemented measures including occupational risk
assessments, protective facilities, personal protective equipment, health check-ups for employees
exposed to occupational hazards, and occupational health record management.
Environment
Resources Utilization
We comply with the Energy Conservation Law of the PRC, the Circular Economy Promotion
Law of the PRC and other applicable laws and regulations, and implement measures to reduce
resource consumption. During construction, we engage qualified third parties to conduct energy-
saving assessments and adopt energy-saving measures in equipment, plant layout and electrical
systems, while optimizing our energy mix and production processes to improve energy efficiency.
In operations, we implement energy-saving initiatives to reduce unnecessary electricity
consumption. We also strengthen water resource management by promoting water-saving
technologies, monitoring water usage, conducting regular inspections, repairing leakages in a
timely manner, and reviewing monthly water usage records to improve water efficiency.
Our main consumed resources are gasoline, natural gas, electricity, and water. The total
consumption and intensity for these resources in the period indicated is set forth below:
For the Y ear Ended December 31,
2024 2025
Water consumption
Total water consumption (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118278,491 310,895
Consumption intensity
(tons/revenue of RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.39 0.47
Direct energy consumption
Gasoline consumption (liters) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,437 19,037.4
Diesel consumption (liters) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118338 580
Natural gas consumption (m 3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,654 1,019,181 (1)
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Note:
(1) The notable increase in natural gas consumption in 2025 is primarily attributable to structural changes in the
Company’s energy use. With the Langrun Mabwell steam boiler officially commissioned, the majority of
industrial steam demand has been met through on-site generation rather than external procurement.
Pollutant Emissions
We strictly adhere to the Air Pollution Prevention and Control Law of the PRC ( ʕശɛ͏
), the Water Pollution Prevention and Control Law of the PRC ( ʕശɛ
), and the Solid Waste Pollution Prevention and Control Law of the PRC
(), along with other relevant state and local
regulations where our business operates. We have established an environmental protection
management system tailored to our operations, which includes the management of waste gas,
wastewater, and hazardous waste, and involves regular inspections of environmental protection
equipment. Additionally, we engage certified testing institutions to monitor wastewater, waste gas,
and other emissions regularly, ensuring compliance with emission standards during our normal
business operations and that solid waste is managed and disposed of in a standardized manner.
The waste we generate primarily consists of hazardous and non-hazardous waste from our
production and R&D activities. Non-hazardous waste is collected and disposed of by the sanitation
department, while hazardous waste is categorized, stored in designated areas, and disposed of by
qualified third-party disposal units contracted in accordance with legal regulations and our company
policies. We maintain a registration ledger that documents the type, quantity, flow, storage,
utilization, and disposal of the solid waste we produce.
We prioritize engaging CRO partners with the requisite environmental qualifications and
lower use of hazardous substances, and we include environmental protection requirements in our
agreements with CROs. Our standard agreements require CROs to obtain and maintain relevant
environmental permits and filings, manage and dispose of waste gas, waste water, solid waste and
other pollutants in compliance with applicable laws, promptly report and properly handle
environmental incidents and assume corresponding liabilities, and permit on-site inspections,
document audits and third-party due diligence. In addition, we require our major CROs, including
our five largest CROs, to review and sign our Supplier Code of Conduct, which requires compliance
with applicable laws and internationally recognized environmental, social and corporate governance
standards. Quantities and density of our hazardous and non-hazardous waste in the period indicated
is set forth 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/H1118/H1118/H1118116 87
Hazardous waste emission density (tons/revenue of RMB’000) /H1118/H1118 0.0006 0.0001
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/H1118/H1118/H111825 13.2
Non-hazardous waste emission density (tons/revenue of
RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0001 0
We generate waste gas mainly from our drug R&D and production processes, as well as
vehicle exhaust emissions. Waste gas from R&D and production is collected and treated through
relevant exhaust and purification facilities and discharged only after meeting applicable emission
standards. We also regularly maintain and replace relevant filtration and adsorption materials to
ensure the effective operation of such facilities. Quantities of pollutants emitted from our waste gas
in the period indicated are set forth below:
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For the Y ear Ended December 31,
2024 2025
Nitrogen oxides (kg) /H1118/H1118/H1118/H1118/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 11
Sulfur oxides (kg) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.3 0.3
Particulate matter (kg) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.9 0.8
V olatile organic compounds (kg) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118154 680
Hydrogen chloride (kg) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Ammonia (kg) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 22
We generate wastewater mainly from our R&D and production activities, as well as domestic
sources. Wastewater from our R&D and production processes is treated through our in-house
treatment facilities and discharged into the municipal sewage system only after meeting applicable
discharge standards. We have also installed online monitoring devices at relevant discharge points
in accordance with applicable requirements. Quantities and density of our wastewater discharge in
the period indicated are set forth below:
For the Y ear Ended December 31,
2024 2025
Wastewater (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,647 29,686
Waste water discharge density (tons/revenue of RMB’000) /H1118/H1118/H1118/H1118/H1118 0.06 0.05
Greenhouse Gas (GHG) Emissions
We implement measures to reduce carbon emissions, including managing the use of company
vehicles and prioritizing electric vehicles where appropriate. As a substantial portion of our
emissions arises from purchased electricity, heat and cooling, we have adopted energy-saving and
environmental management measures in our operations, including lighting controls, energy-saving
settings for office equipment, air-conditioning management and optimized use of conference rooms.
We also encourage the use of remote meeting systems and more efficient travel planning to reduce
business travel-related emissions. Quantities and density of our carbon dioxide emissions in the
period indicated are set forth below:
For the Y ear Ended December 31,
2024 2025
Scope 1 emissions (1) (tons of CO 2 equivalent) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879 2,272 (3)
Scope 2 emissions (2) (tons of CO 2 equivalent) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,216 19,647
Total GHG emissions (tons of CO 2 equivalent) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,295 21,918
GHG emission intensity (tons of CO 2 equivalent/revenue of
RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.12 0.03
Notes:
(1) Scope 1 GHG emissions refer to direct emissions from equipment and operations that are owned or controlled by the
Group, including natural gas used in production and gasoline and diesel used in our vehicles.
(2) Scope 2 GHG emissions refer to emissions resulting from the generation of purchased or acquired electricity, heating,
cooling, and steam consumed within the Group.
(3) The increase in Scope 1 emissions in 2025 was due to the commissioning of the Langrun Mabwell steam boiler, which
replaced most purchased steam with self-generated steam from natural gas. Total GHG emissions remained broadly
stable.
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Climate Change
We have adopted the ISSB S2 framework to identify, assess and manage climate-related risks
and opportunities. Our Board oversees climate-related matters and reviews such risks and
opportunities at least annually, while our ESG committee assists in formulating and implementing
relevant strategies and reports material developments to the Board.
To date, climate change has not had any material adverse effect on our operations. However,
we may be exposed to physical risks from extreme weather events and rising temperatures, which
could damage our facilities, disrupt production and affect our supply chain. We may also face
transition risks, including higher energy and raw material costs, more stringent environmental
requirements, investment in low-carbon technologies and evolving customer expectations. Our
failure to meet customers’ carbon reduction and climate-related disclosure requirements may
adversely affect our business, results of operations and financial condition. To mitigate these risks,
we intend to strengthen compliance and disclosure, enhance supply chain management, improve
energy efficiency, promote green chemistry R&D and maintain appropriate insurance and
emergency preparedness.
Goals and strategies
Our Board is tasked with evaluating and managing ESG-related risks, opportunities, and
objectives. As our business grows, we anticipate an increase in overall resource consumption and
emissions. We are dedicated to enhancing environmental performance across our entire value chain,
which includes office operations, supplier selection, raw material sourcing, experimental processes,
and waste management. Our aim is to control the intensity of resource consumption and waste
emissions. Drawing on historical energy consumption data and industry benchmarks, we have
established specific ESG-related targets:
Indicators
For the Y ear Ended
December 31, 2024 Goals for the Next Three Y ears
GHG emission intensity (tons of CO 2
equivalent/revenue of RMB’000) /H1118/H1118/H1118
0.12 Maintaining the annual emission
intensity at 90% to 110% of the 2024
level
Energy consumption intensity (tons of
standard coal/revenue of RMB’000) /H1118
0.02 Maintaining the annual energy
consumption intensity at 90% to
110% of the 2024 level
Water consumption intensity
(tons/revenue of RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
1.39 Maintaining the annual water
consumption intensity at 90% to
110% of the 2024 level
We have commenced assessments of our Scope 3 emissions and expect to complete the
collection of our 2025 Scope 3 emissions data by early 2026 to establish a baseline for future
comparison. To reduce such emissions, we promote green office practices, including energy and
water saving, duplex printing, electronic reporting, teleconferencing and the use of public
transportation, and seek to increase recycling, reuse and remanufacturing in production. We also
assess our suppliers’ environmental performance and encourage them to reduce carbon emissions.
Using 2023 as the base year, we aim to reduce water usage intensity by 20% and achieve an
85% solid waste utilization rate in Chinese Mainland by 2030. Our Board will regularly review our
progress and adjust our measures where appropriate. Our Directors believe these measures will not
have a material adverse effect on our operations or financial condition.
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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 that could, individually or in the
aggregate, have a material adverse effect on our business, financial condition or results of operation.
Legal Compliance
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 non-compliance incidents that led
to material fines, penalties or enforcement actions 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 U.S. and we were not involved in any material or systemic non-compliance
incidents in the PRC and the U.S.
RISK MANAGEMENT AND INTERNAL CONTROL
Risk Management
We have prepared written terms of reference in compliance with Rule 3.21 of the Listing Rules
and the Corporate Governance Code and Corporate Governance Report as set out in Appendix C1
to the Listing Rules. 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
supervise our financial reporting process and internal control system; adopt various policies to
ensure compliance with the Listing Rules, including 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; attend training sessions by our Directors and
senior management in respect of the relevant requirements of the Listing Rules and duties of
directors of companies listed in Hong Kong.
Internal Control
We have employed an independent internal control consultant to assess our internal control
system in connection with the Listing. 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. Under our whistle blowing policy, we make our internal reporting channel open
and available for our employees to report, on an anonymous basis, any non-compliance incidents
and acts, including bribery and corruption. Reported incidents and persons will be investigated and
appropriate measures will be taken in response to the findings. 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.
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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 future 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. For internal control
measures related to distributorship, see “— Commercialization, Marketing and Business
Development — Distributorship.”
Conflict of Interest
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, including our Directors and R&D team members, 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. Also, employees shall keep confidential information strictly confidential and agree on the
definition of confidential information, the content covered, the use of IP , including any transfer of
know-how, acquisition of technologies, and potential breach liabilities.
Data Privacy Protection
We have established procedures to protect the confidentiality of patients’ data. We implement
strict internal policies to govern the handling 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 national or international rules and regulations on data protection and privacy. We
usually require our personnel to collect and safeguard personal information in their possession. Our
information technology network is configured with multiple layers of protection to secure our
databases and servers. We have also implemented a variety of protocols and procedures to safeguard
our data assets and prevent unauthorized access to our network. According to the GCP and relevant
regulations, access to clinical trial data has been strictly limited to authorized personnel. In order
to strengthen the management of our database, ensure the normal and effective operation of the
database, and ensure the security of the database, we have designated database administrator to
carry out the responsibilities of daily maintenance, authority control, security protection and other
management of the database. 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.
Furthermore, 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. We also implement a series of measures to ensure
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our employees’ compliance with our data security measures. For instance, we provide training to
our employees on relevant data security policies. During the Track Record Period and up to the
Latest Practicable Date, we did not experience any breach of confidential client information or any
other client information-related incidents which could cause a material adverse effect on our
business, financial condition or results of operations. Our PRC Legal Adviser have confirmed that,
during the Track Record Period and up to the Latest Practicable Date, we had not been subject to
any material claims, lawsuits or penalties in relation to data privacy.
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BOARD OF DIRECTORS
Our Board of Directors comprises ten Directors, including five executive Directors, one
non-executive Director and four independent non-executive Directors. Our Directors serve a term
of three years and may be re-elected for successive reappointments. The independent non-executive
Directors shall not hold office for more than six consecutive years pursuant to the relevant PRC
laws and regulations.
The following table sets out information in respect of the Directors.
Name Age Position/Title
Date of
Appointment
as a Director
Date of Joining
our Group Role and Responsibility
Executive Directors
Mr. TANG
Chunshan
(ʆ) /H1118/H1118/H1118/H1118/H1118/H1118
56 Executive Director April 28, 2019 May 2017 Managing the operations
of the Board, overall
strategic planning and
business direction of
our Group, and risk
management
Dr. LIU Datao
(ᄎɽᏹ) /H1118/H1118/H1118/H1118/H1118/H1118
53 Chairman of the
Board, executive
Director and
general manager
April 28, 2019 July 2017 Overall strategic
planning, business
direction and
operational
management of our
Group
Dr. WU Hai
(ऎ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
53 Executive Director,
deputy general
manager and R&D
president
December 31,
2024
November
2023
Overseeing research and
development activities
and global business
development
Mr. HU Huiguo
(ึ਷) /H1118/H1118/H1118/H1118/H1118/H1118
48 Executive Director,
deputy general
manager and
secretary of the
Board
May 25, 2021 February 2020 Business operations
(including international
business), capital
management, investor
relations, legal and
company secretarial
matters of our Group
Dr. GUI Xun
(௸) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
40 Executive Director
(employee
representative
Director) and
deputy general
manager
June 21, 2023 June 2019 Overseeing early
innovation research
and molecular
discovery
Non-executive Directors
Mr. WU Y ufeng
(ࢤ)H1118/H1118/H1118/H1118/H1118/H1118
47 Non-executive
Director
December 31,
2024
December
2024
Providing strategic
advice and making
recommendations on
the operation and
management of our
Group
Independent Non-executive Directors
Mr. QIN Zhengyu
(ॢ͍Я) /H1118/H1118/H1118/H1118/H1118/H1118
61 Independent
non-executive
Director
June 12, 2024 June 2024 Providing independent
opinion and judgment
to the Board
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Name Age Position/Title
Date of
Appointment
as a Director
Date of Joining
our Group Role and Responsibility
Dr. XU Qing
(ڡ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
61 Independent
non-executive
Director
October 11,
2020
October 2020 Providing independent
opinion and judgment
to the Board
Dr. ZHAO Qian
(࠺)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
54 Independent
non-executive
Director
October 11,
2020
October 2020 Providing independent
opinion and judgment
to the Board
Ms. W ANG Fang
(ٹ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
41 Independent
non-executive
Director
December 31,
2024
(effective
from Listing
Date)
Listing Date Providing independent
opinion and judgment
to the Board
Executive Directors
Mr. TANG Chunshan (ʆ), aged 56, is an executive Director and is primarily responsible
for managing the operations of the Board, overall strategic planning and business direction of our
Group, and risk management. Mr. Tang founded our business when our predecessor was established
in May 2017. Mr. Tang was appointed as a Director in April 2019 and was re-designated as an
executive Director in December 2024. He also served as the chairman of our Board from February
2020 to June 2023.
Mr. Tang has more than 20 years of working and management experience in the
pharmaceutical industry. Mr. Tang served as chairman of the board of directors and general manager
of Hainan Weiqi Pharmaceutical Co., Ltd. (ʮ̡), a business operating in
pharmaceutical distribution, from November 2001 to August 2023. Mr. Tang served as an executive
director and the general manager at Jiangxi Shanxiang Pharmaceutical Co., Ltd. (ᖹุϞ
ʮ̡), a pharmaceutical company engaged in both chemical medicine and traditional Chinese
medicine, during February 2015 to May 2021. He founded Qingfeng Medical Group Co., Ltd. (ڡ
ʮ̡), a holding company invested in various industries including in
pharmaceuticals, in January 2004, served as its general manger for a period before January 2024 and
currently serves as its executive director. He served as supervisor of Shanghai Qingrun
Pharmaceutical Technology Co., Ltd. (ʮ̡), whose principal business is
technology development and consulting, from December 2015 to September 2020. Mr. Tang served
at Jiangxi Qingfeng Medical Co., Ltd. (ʮ̡), an importer and exporter of
pharmaceutics, as an executive director and the general manager from January 2018 to May 2021
and an executive director since January 2024.
Mr. Tang was (i) a supervisor of Ganzhou Santai Trading Co., Ltd. (ʮ̡)
(“Ganzhou Santai ”), the business license of which was revoked in October 2007 and its
deregistration was approved by AIC in June 2020
(Note 1) , and (ii) the legal representative, the
chairman and the director of Hainan Zhongtuo Development Co., Ltd. (ʮ̡)
(“Hainan Zhongtuo ”), the business license of which was revoked in August 1997 and its
deregistration was approved by AIC in May 2023. To the best knowledge of our Directors based on
the public search records, it is confirmed that (i) the revocation of business license of each of
1 According to the then effective relevant PRC regulations, a PRC company is required to undergo annual inspection
and failing which, its business license will be revoked by the AIC, and such requirements of annual inspection has
been abolished in March 2014 according to the Circular of the State Administration for Industry and Commerce on
the Cessation of the Annual Inspection for Enterprises () issued by
the AIC as confirmed by our PRC Legal Adviser. To the best knowledge of our Directors, as Ganzhou Santai did not
have any actual business activities for a relatively long period before its business license was revoked, it had failed
to designate relevant staff to go through the formalities of annual inspection as required by the then effective relevant
PRC regulations, which has resulted in the revocation of its business license.
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Ganzhou Santai and Hainan Zhongtuo did not arise from any material default or wrongful act of Mr.
Tang during the relevant time, (ii) each of Ganzhou Santai and Hainan Zhongtuo was solvent when
their respective business license was revoked, and (iii) no litigations, penalties, investigations,
material non-compliances or other material matters had occurred in relation to each of Ganzhou
Santai and Hainan Zhongtuo that should be brought to the attention of the Stock Exchange or the
investors.
Mr. Tang received his bachelor’s degree in inorganic chemistry and non-metallic materials
from Tongji University ( Ν᏶ɽኪ) in the PRC in July 1992.
Dr. LIU Datao ( ᄎɽᏹ), aged 53, is the chairman of the Board, an executive Director and the
general manager of our Company and is primarily responsible for overall strategic planning,
business direction and operational management of our Group. Dr. Liu was appointed as a Director
in April 2019 and was re-designated as an executive Director in December 2024, and he was
appointed as the chairman of our Board in June 2023. He served as our president from July 2017
to April 2019 and has been the general manager of our Company since April 2019. Dr. Liu also
currently serves as executive director and general manager of various subsidiaries of our Company.
Dr. Liu has approximately 24 years of working and management experience in the
pharmaceutical industry. From July 2000 to October 2000, Dr. Liu was a researcher at Shanghai
Laishi Blood Products Co., Ltd. (ʮ̡) (currently known as “Shanghai RAAS
Blood Products Co., Ltd. (ʮ̡)”, a company listed on the Shenzhen
Stock Exchange, stock code: 002252). He served as a deputy head of research institute and the
director of biology department at Shanghai Xinyi Pharmaceutical Co., Ltd. (ʮ
̡) (currently known as “Shanghai Sine Pharmaceutical Laboratories Co., Ltd. (ሒᖹᅀ
ʮ̡)”) under Shanghai Pharmaceuticals Holding Co., Ltd. (ʮ̡)( a
company listed on the Stock Exchange (stock code: 2607) and Shanghai Stock Exchange, stock
code: 601607) from November 2000 to December 2010. Dr. Liu acted as the deputy head of the
central research institute, research and development director and head of the biopharmaceuticals
research department at Shanghai Pharmaceuticals Holding Co., Ltd. from January 2011 to June
2017, and as the general manager of its wholly-owned subsidiary Shanghai Jiaolian Pharmaceutical
Research and Development Co., Ltd. (ʮ̡) (currently known as “Shanghai
Shangyao Cross Linked Pharmaceutical Technology Co., Ltd. (ʮ̡)”)
from February 2014 to June 2017.
Dr. Liu received his bachelor’s degree and master’s degree in biochemistry from Jilin
University (ɽኪ) in the PRC in July 1993 and June 1996, respectively, and doctorate degree
in medical chemistry from Shenyang Pharmaceutical University (ɽኪ) in the PRC in July
2000. Dr. Liu was qualified as a senior engineer by the Shanghai Engineering Series Senior
Professional Title Evaluation Committee (Industrial Production Category) ( ɪऎ̹ʈ೻ӻΐ͍৷ॴ
ึ(ʈุ͛ପᗳ)) of the Shanghai Municipal Human Resources and Social Security
Bureau (ღ҅) in December 2022.
On July 30, 2025, the Shanghai Bureau of the China Securities Regulatory Commission ( ʕ
਷ᗇ္ึɪऎ္၍҅) (the “ Shanghai CSRC ”) issued an Administrative Penalty Decision (No: Hu
[2025] 16)((ᇜ໮:လ[2025]16 ໮)) (the “ Administrative Penalty Decision ”)
against Dr. Liu after investigation (the “ Investigation ”) for (i) purchase by him of an accumulative
total of 976,567 Shares of the Company with a total transaction value of RMB19,297,719.97, and
(ii) sale by him of an accumulative total of 634,265 shares of the Company with a total transaction
value of RMB13,883,564.69, respectively, between January 18, 2022 and July 18, 2022 through the
securities account of another person (the “ Incident ”). The Incident constituted short-term trading
as stipulated in Paragraphs 1 and 2 of Article 44 of the Securities Law of the PRC, i.e. a director
and senior executive of a company selling the company’s shares held in his own name or through
another person’s account within six months of purchase, which constituted a violation by Dr. Liu
of Article 189 of the Securities Law of the PRC. The Shanghai CSRC issued a warning to, and
imposed a fine of RMB600,000 (the “ Fine ”) on, Dr. Liu for such short-term trading.
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As advised by the PRC Legal Adviser, (i) the Company has fulfilled its information disclosure
obligations with the Shanghai Stock Exchange by issuance of two announcements dated May 10,
2025 and August 5, 2025, respectively; (ii) the Investigation has been concluded and Dr. Liu has
fulfilled the rectification obligations in accordance with the requirements of the Securities Law of
the PRC and the Administrative Penalty Decision, including return of the short-term trading gains
in the amount of RMB2,184,500 to the Company on June 18, 2025 pursuant to Article 44 of the
Securities Law of the PRC and full payment of the Fine on August 7, 2025 pursuant to the
Administrative Penalty Decision; (iii) the short-term trading of the Company’s Shares by Dr. Liu
does not constitute any circumstance under Article 178 of the Company Law that would disqualify
him from serving as a director or senior executive based on the Administrative Penalty Decision and
its outcome. In light of the PRC Legal Adviser’s view above and also considering that (i) it is a
personal investigation of Dr. Liu which does not directly involve the Company and only concerns
the Company’s A Shares which are publicly traded, (ii) Dr. Liu did not act with any malicious intent,
fraud, dishonesty or engage in deceptive practices which would affect his suitability as a director
or senior executive of a company or in possession of any inside information of the Company at the
material time; (iii) the Company’s business activities in all respects have been under normal
operations and Dr. Liu continues to fulfill his duty as the Director and chief executive officer of the
Company since the commencement of the Investigation and as of the Latest Practicable Date, the
Directors are of the view that (A) the Incident and the Administrative Penalty Decision do not affect
Dr. Liu’s integrity or suitability to serve as a Director; and (B) the Incident and the Administrative
Penalty Decision did not and will not have any material adverse effect on the operations, financial
performance, business sustainability, use of proceeds or working capital sufficiency of the
Company.
Dr. WU Hai (ऎ), aged 53, is an executive Director, deputy general manager and the
research and development president of our Company and is primarily responsible for overseeing
research and development activities and global business development. Dr. Wu was appointed as the
research and development president of our Company in November 2023 and was appointed as
deputy general manager and executive Director of our Company in December 2024.
From March 2003 to September 2007, Dr. Wu was a postdoctoral fellow in life medicine at
Stanford University. Dr. Wu served as a researcher at Trellis Bioscience from August 2007 to
February 2009. Dr. Wu then served as a senior researcher at Amgen from February 2009 to May
2013. Dr. Wu was the chief science officer of TopAlliance Biosciences from May 2013 and March
2015. He worked at Junshi as a deputy general manager from March 2015 to October 2020, as a
financial director from March 2015 to June 2018, as an executive director from December 2016 to
October 2020 and as a non-executive director from October 2020 to August 2023.
Dr. Wu received his bachelor’s degree in biochemistry from Nanjing University (ԯɽኪ)i n
PRC in July 1994 and doctorate degree in genetics and development from the University of Texas
Southwestern Medical Center in the U.S. in May 2002. Dr. Wu completed his postdoctoral studies
in life medicine in Stanford University in the U.S. in September 2007.
Mr. HU Huiguo (ึ਷), aged 48, is an executive Director, a deputy general manager of our
Company and the secretary of the Board, and is primarily responsible for business operations
(including international business), capital management, investor relations, legal and company
secretarial matters of our Group. Mr. Hu was appointed as a Director in May 2021 and was
re-designated as an executive Director in December 2024. He has been our deputy general manager
since February 2020, and he acted as our secretary of the Board since June 2020.
From August 2005 to June 2012, Mr. Hu held several positions at Shanghai Xinyi
Pharmaceutical Co., Ltd (ʮ̡) (currently known as “Shanghai Sine
Pharmaceutical Laboratories Co., Ltd. (ʮ̡)”), including GMP internal
auditor of the quality supervision department, assistant director of the preparation workshop of the
pharmaceutical factory, deputy head of research institute, and head of international department. Mr.
Hu served as the business development director and as general manager of the overseas business
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department at Sunshine Guojian Pharmaceutical (Shanghai) Co., Ltd. ( ɧ͛਷਄ᖹุ(ɪऎ)΅Ϟ
ʮ̡) (a company listed on the Shanghai Stock Exchange STAR Market, stock code: 688336)
from June 2012 to March 2016, during which Mr. Hu also served as the general manager at
CN-GEN MAB CO., LIMITED (ʮ̡) (a wholly-owned Hong Kong subsidiary of
Sunshine Guojian Pharmaceutical (Shanghai) Co., Ltd. ( ɧ͛਷਄ᖹุ(ɪऎ)ʮ̡)) from
March 2014 to March 2016 and the general manager of the international marketing business
department of pharmaceutical products within the group of 3SBio Inc. ( ɧ͛Ⴁᖹ) (a company listed
on the Stock Exchange, stock code: 1530) from March 2016 to January 2020.
Mr. Hu received his bachelor’s degree in (Japanese) pharmaceutical science and his master’s
degree in pharmaceutical preparations from Shenyang Pharmaceutical University (ɽኪ)i n
the PRC in July 2002 and July 2005, respectively. Mr. Hu was qualified as an engineer by Shanghai
Pharmaceutical (Group) Limited ( ɪऎᔼᖹ(ණྠ)ʮ̡) in December 2008 and obtained a
board secretary qualification from the Shanghai Stock Exchange in December 2020.
Dr. GUI Xun (௸), aged 40, is an executive Director (employee representative Director) and
a deputy general manager of our Company and is primarily responsible for overseeing early
innovation research and molecular discovery. Dr. Gui was elected as an employee representative
Director in December 2025. He has been our deputy general manager since June 2023. He also
worked in our Company as the research assistant of the president from June 2019 to February 2023,
a senior director and the head of the innovation and discovery department from September 2020 to
February 2023 and a vice president since March 2023.
From January 2015 to May 2019, Dr. Gui worked at the University of Texas Health Science
Center at Houston in the U.S. as a postdoctoral researcher.
Dr. Gui received his bachelor’s degree in biotechnology from Hunan University (ɽኪ)i n
the PRC in June 2007. He obtained his master’s degree in cell biology and doctorate degree in
biochemistry and molecular biology from Xiamen University (ɽኪ) in the PRC in September
2010 and June 2014, respectively. Dr. Gui completed his postdoctoral studies in tumor immunology
and antibody drug development from the University of Texas Health Science Center at Houston in
the U.S. in May 2019.
Non-executive Directors
Mr. WU Yufeng (ࢤ)aged 47, is a non-executive Director and is primarily responsible
for providing strategic advice and making recommendations on the operation and management of
our Group. Mr. Wu was appointed as a non-executive Director in December 2024.
From August 2011 to March 2017, Mr. Wu served as vice president and chief human resources
officer at Harbin Gloria Pharmaceuticals Co., Ltd. (ʮ̡) (a company
listed on the Shenzhen Stock Exchange, stock code: 002437). Mr. Wu served as a vice president of
Beijing Gaoshi Y uanwang Technology Co., Ltd. (ப΂ʮ̡) from April 2017
to July 2018. Between August 2018 and September 2021, Mr. Wu served as a vice president of
Jiangxi Jimin Kexin Group Co., Ltd. (ʮ̡). He served as chief operating
officer at Nanjing Novlead Biotechnology Co., Ltd. (ʮ̡) from October
2021 to April 2023. Mr. Wu has served as the managing partner of Hainan Shiyu Private Equity
Management Co., Ltd. (ʮ̡) since April 2023.
Mr. Wu received his bachelor’s degree in psychology and master’s degree in psychology from
Shaanxi Normal University (ᇍɽኪ) in the PRC in July 2002 and July 2005, respectively.
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Independent Non-executive Directors
Mr. QIN Zhengyu ( ॢ͍Я), aged 61, is an independent non-executive Director and is
primarily responsible for providing independent opinion and judgment to the Board. Mr. Qin was
appointed as an independent Director in June 2024 and was re-designated as an independent
non-executive Director in December 2024.
Mr. Qin has acted as the talent interview expert for the senior accountant talent training
selection examination and the reserve national enterprise accounting leader for the accounting
department of the Ministry of Finance (̡) in June 2006 and November 2006,
respectively, and as a member of the enterprise accounting standards committee for the Seventh
Council of the Accounting Society of China (ኪึ) from February 2008 to June 2012. Mr.
Qin served as an independent non-executive director of Anhui Wanwei Updated High-Tech
Materials Co., Ltd. (ʮ̡) (a company listed on the Shanghai Stock
Exchange, stock code: 600063) from August 2008 to December 2013, independent non-executive
director of Guangdong Chant Group Inc. (ڡڗ؇(ණྠ)ʮ̡) (a company listed on the
Shenzhen Stock Exchange, stock code: 002616) from October 2013 to May 2020, supervisor of
Shanghai Rixin Pharmaceutical Technology Co., Ltd. (ʮ̡) from May
2021 to September 2024, and independent director of Geweite Ecological Technology Co., Ltd. (ࣸ
ʮ̡) from June 2021 to August 2024.
Mr. Qin has been serving as chief financial officer since July 1999 and deputy general
manager since April 2005 of Shanghai Zijiang Enterprise Group Co., Ltd. (΅
ʮ̡) (a company listed on the Shanghai Stock Exchange, stock code: 600210), as well as
acting as a director of several subsidiaries and associates of the same company. Mr. Qin served as
an independent director of Shanghai Sinyang Semiconductor Materials Co., Ltd. ( ɪऎอජ̒ኬ᜗
ʮ̡) (a company listed on the Shenzhen Stock Exchange, stock code: 300236)
from September 2016 to September 2022 and has been serving as a director (assuming
non-executive roles) in the same company since April 2024. Mr. Qin served as an independent
director of Sieyuan Electric Co., Ltd. (ʮ̡) (a company listed on the Shenzhen
Stock Exchange, stock code: 002028) from June 2017 to June 2023 and has been serving in the same
company as a director (assuming non-executive roles) since June 2023. Mr. Qin has been serving
as a supervisor of A VIC Civil Aviation Electronics Co., Ltd. (ʮ̡) since
January 2011, and vice president of the Shanghai Accounting Association (ኪึ) since
October 2018.
Mr. Qin received his master’s degree in accounting from Shanghai University of Finance and
Economics ( ɪऎৌ຾ɽኪ) in the PRC in January 1998. He was qualified as a certified public
accountant in the PRC by the Ministry of Finance Accountant Examination Committee (௅ึ
ึ) in 1994, a certified public accountant by the Shanghai Institute of Certified Public
Accountants (՘ึ) in June 2010, and a senior accountant at the Shanghai
Accounting Series Senior Professional and Technical Position Qualification Evaluation Committee
(ึ) in September 2013, and awarded as a
National Leading Accounting Talent (ɛʑ) in the PRC in November 2010 and
Shanghai Leading Talent (ɛʑ) in December 2011.
Dr. XU Qing (ڡ)aged 61, is an independent non-executive Director and is primarily
responsible for providing independent opinion and judgment to the Board. Dr. Xu was appointed as
an independent Director in October 2020 and was re-designated as an independent non-executive
Director in December 2024.
From March 2002 to April 2004, Dr. Xu conducted postdoctoral research at the H. Lee Moffitt
Cancer Center & Research Institute (affiliated with the University of South Florida) as a visiting
scholar. Dr. Xu has previously worked at the Second Affiliated Hospital of the Second Military
Medical University (᙮ᔼ৫) as an associate chief physician and associate
professor starting from May 2004 and as the deputy director of the department of oncology from
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October 2006 to April 2010. From February 2009 to December 2009, Dr. Xu served as the director
of the department of oncology and radiation therapy of the Shanghai Tenth People’s Hospital ( ɪ
ऎ̹ୋɤɛ͏ᔼ৫). Dr. Xu has worked at the department of oncology of the Shanghai Tenth
People’s Hospital of Tongji University ( Ν᏶ɽኪ) since 2010, including as a professor and chief
physician. Dr. Xu has also served as independent non-executive director of Shanghai Fudan-
Zhangjiang Bio-Pharmaceutical Co., Ltd. (ʮ̡) (a company listed
on the Stock Exchange (stock code: 1349) and Shanghai Stock Exchange STAR Market (stock code:
688505)) from May 2015 to May 2023. Dr. Xu has served as the vice chairman of the China
Medicinal Biotechnology Association (Ҧஔ՘ึ) since November 2024.
Dr. Xu received his bachelor’s degree in clinical medicine and his doctorate degree in internal
medicine from Naval Medical University (ᔼɽኪ) in the PRC in July 1989 and June 1997,
respectively. Dr. Xu was qualified as a medical practitioner by the Shanghai Municipal Health
Bureau ( ɪऎ̹ሊ͛҅) in February 2009 and as a chief physician by the Shanghai Health Series
Senior Professional and Technical Position Qualification Evaluation Committee ( ɪऎ̹ሊ͛ӻΐ৷
ึ) in December 2009.
Dr. ZHAO Qian (࠺)aged 54, is an independent non-executive Director and is primarily
responsible for providing independent opinion and judgment to the Board. Dr. Zhao was appointed
as an independent Director in October 2020 and was re-designated as an independent non-executive
Director in December 2024.
From December 2012 to December 2017, Dr. Zhao worked as a researcher at the Shanghai Jiao
Tong University College of Basic Medical Sciences ( ɪऎʹஷɽኪਿᓾᔼኪ৫). Since March 2022,
Dr. Zhao has been serving as a professor at the Shanghai Jiao Tong University School of Medicine
(ɪऎʹஷɽኪᔼኪ৫).
Dr. Zhao received her bachelor’s degree in biological sciences and technology from Shanghai
Jiaotong University ( ɪऎʹஷɽኪ) in the PRC in July 1992, master’s degree in biochemistry from
Fudan University ( ూ͇ɽኪ) in the PRC in July 1997, and her doctorate degree in biochemistry and
molecular biology from Shanghai Second Medical University (ɽኪ) (currently
known as “Shanghai Jiao Tong University School of Medicine ( ɪऎʹஷɽኪᔼኪ৫)”) in the PRC
in July 2002.
Ms. W ANG Fang (ٹ)aged 41, is an independent non-executive Director and is primarily
responsible for providing independent opinion and judgment to the Board. Ms. Wang was appointed
as an independent non-executive Director in December 2024 (effective from Listing Date).
From December 2009 to August 2016, Ms. Wang worked at UDomain Web Hosting Company
Limited (ʮ̡) as an assistant project manager. From September 2016 to May 2020,
Ms. Wang served as an IT and cloud computer engineer and product manager for China Unicom
Global Limited (ʮ̡). Ms. Wang has served as an executive director of Hang
Fun International Group Limited (ʮ̡) since June 2020.
Ms. Wang received her bachelor’s degree in computer science and technology from Minzu
University of China ( ʕ̯͏ૄɽኪ) in the PRC in June 2007 and her master’s degree in information
technology from Hong Kong University of Science and Technology (Ҧɽኪ) in Hong Kong
in October 2009.
SENIOR MANAGEMENT
The following table sets out information regarding the members of senior management of our
Company.
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Name Age Position/Title
Date of
Appointment
as Senior
Management
Date of Joining
our Group Role and Responsibility
Dr. LIU Datao
(ᄎɽᏹ) /H1118/H1118/H1118/H1118/H1118/H1118
53 General manager July 1, 2017 July 2017 Overall strategic
planning, business
direction and
operational
management of our
Group
Dr. WU Hai (ऎ) /H111853 Deputy general
manager and R&D
president
November 16,
2023
November
2023
Overseeing research and
development activities
and global business
development
Dr. W ANG Shuhai
(ˮዓऎ) /H1118/H1118/H1118/H1118/H1118/H1118
51 Deputy general
manager
July 25, 2017 July 2017 Overseeing clinical trial
design and operation
management
Mr. HU Huiguo
(ึ਷) /H1118/H1118/H1118/H1118/H1118/H1118
48 Deputy general
manager and
secretary of the
Board
February 3,
2020
February 2020 Business operations
(including international
business), capital
management, investor
relations, legal and
company secretarial
matters of our Group
Mr. LI Han ( ҽᖍ) /H1118/H111854 Deputy general
manager
September 26,
2020
July 2020 Overseeing domestic
marketing and business
Mr. NI Hua (ശ) /H111855 Deputy general
manager
September 26,
2020
September
2020
Overseeing
industrialization and
construction
Ms. CHEN Xi
(௓ᘙ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
45 Deputy general
manager
January 19,
2021
January 2021 Overseeing human
resources, training, and
general management
(including public
relations, governmental
relations, and
administration)
Mr. HUA Jun
(ڲ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
44 Deputy general
manager and Chief
Financial Officer
June 21, 2023 June 2023 Overall financial
management of our
Group
Dr. GUI Xun
(௸) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
40 Deputy general
manager
June 21, 2023 June 2019 Overseeing early
innovation research
and molecular
discovery
For details of the biography of Dr. LIU Datao ( ᄎɽᏹ), Dr. WU Hai (ऎ), Mr. HU Huiguo
(ึ਷) and Dr. GUI Xun (௸), see “— Board of Directors” above.
Dr. W ANG Shuhai ( ˮዓऎ), aged 51, is a deputy general manager of our Company and is
primarily responsible for overseeing clinical trial design and operation management. Dr. Wang has
been our deputy general manager since July 2017.
Between August 2004 to June 2013, Dr. Wang served successively as the head of the medical
registration department, the head of the project management department, an assistant to the head of
research institute and medical director at Shanghai Xinyi Pharmaceutical Co., Ltd. (ሒᖹ䖢
ʮ̡) (currently known as “Shanghai Sine Pharmaceutical Laboratories Co., Ltd. (ڦ
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ʮ̡)”). From July 2013 to July 2017, Dr. Wang served successively as a senior
researcher, an assistant to the director and the head of clinical research center at Fosun Pharma
Research Institute (Ӻ৫).
Dr. Wang received his bachelor’s degree in traditional Chinese medicine and master’s degree
in internal medicine from Shandong University of Traditional Chinese Medicine (ʕᔼᖹɽኪ)
in the PRC in July 1998 and July 2001, respectively, and his doctorate degree in integrated Chinese
and Western clinical medicine from Fudan University ( ూ͇ɽኪ) in the PRC in July 2004. Dr. Wang
was qualified as a senior engineer (professor level) by the Ministry of Human Resources and Social
Security of the PRC (ღ௅) in December 2014.
Mr. LI Han ( ҽᖍ), aged 54, is a deputy general manager of our Company and is primarily
responsible for overseeing domestic marketing and business. Mr. Li served as our vice president
from July 2020 to September 2020 and has been our deputy general manager since September 2020.
Mr. Li has also been serving as general manager of Jiangsu Mabwell from July 2021 and as director
and general manager of Shanghai Junshikang from December 2021.
From February 2003 to September 2018, Mr. Li worked at Sanofi (China) Investment Co., Ltd.
(ᒄፕി(ʕ਷)ʮ̡), where his last position held was national director. Mr. Li then served
as a vice president and the general manager of the marketing department at Beijing Tide
Pharmaceutical Co., Ltd. (ʮ̡) from September 2018 to March 2019. From
September 2019 to April 2020, Mr. Li served as a vice president and a deputy general manager at
Sichuan Kelun Pharmaceutical Co., Ltd. (ʮ̡) (a company listed on the
Shenzhen Stock Exchange, stock code: 002422).
Mr. Li received his associate degree in clinical medicine from Tianjin Medical College (ݵ
ᔼኪ৫) (currently known as “Tianjin Medical University (ɽኪ)”) in the PRC in July
1993, bachelor’s degree in clinical medicine from Tianjin Medical University (ɽኪ)i nt h e
PRC in July 1999.
Mr. NI Hua (ശ), aged 55, is a deputy general manager of our Company and is primarily
responsible for overseeing industrialization and construction. Mr. Ni has been our deputy general
manager since September 2020. Mr. Ni has also been serving as manager of Maiwei Lishui since
December 2021 and currently serves as director of Feifan (Chongqing) Biopharmaceutical Co., Ltd.
(ɭ(ᅅ)ப΂ʮ̡).
Between 2002 and 2018, Mr. Ni successively served as project manager, chief engineer, and
the general manager of the engineering management department at Sunshine Guojian
Pharmaceutical (Shanghai) Co., Ltd. ( ɧ͛਷਄ᖹุ(ɪऎ)ʮ̡) (a company listed on the
Shanghai Stock Exchange STAR Market, stock code: 688336). From July 2019 to August 2022, he
worked at Shanghai National Engineering Research Center of Antibody Medicine Co., Ltd. ( ɪऎ
ʮ̡) as a manager. Mr. Ni then served as deputy general manager
at Sunshine Guojian Pharmaceutical (Shanghai) Co., Ltd. from June 2019 to September 2020.
Mr. Ni received his bachelor’s degree in biochemistry from Anhui University ( τᏏɽኪ)i n
the PRC in July 1994 and was qualified as a senior engineer by Ministry of Human Resources and
Social Security of the PRC (ღ௅) in November 2011.
Ms. CHEN Xi ( ௓ᘙ), aged 45, is a deputy general manager of our Company and is primarily
responsible for overseeing human resources, training, and general management (including public
relations, governmental relations, and administration). Ms. Chen has been our deputy general
manager since January 2021.
Ms. Chen served successively as the key account manager and strategic market manager in
China at Thermo Fisher Scientific (China) Co., Ltd. (Ҧ(ʕ਷)ʮ̡) from April
2009 to July 2014. From July 2014 to June 2015, Ms. Chen served as business development
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manager in China at Roche Diagnostics Products (Shanghai) Co., Ltd. (ۜ(ɪऎ)ʮ
̡). From August 2015 to July 2016, she served as the sales director and the business development
manager in Greater China at Hangzhou Yizhen Biotechnology Co., Ltd. (ʮ
̡). Ms. Chen then served as the national sales director of GE Medical Systems Trade &
Development (Shanghai) Co., Ltd. (࢝(ɪऎ)ʮ̡) from July 2016 to
October 2019. She also served as the head of sales in Greater China of Illumina (China) Scientific
Co., Ltd. (ॶ(ʕ਷)ʮ̡) from October 2019 to January 2021.
Ms. Chen received her bachelor’s degree in bioengineering from Heilongjiang University ( ල
ᎲϪɽኪ) in the PRC in July 2003, master’s degree in biochemistry and molecular biology from
Jilin University (ɽኪ) in the PRC in June 2006 and master’s degree in business administration
from Shanghai Jiao Tong University ( ɪऎʹஷɽኪ) in the PRC in June 2011.
Mr. HUA Jun (ڲ)aged 44, is a deputy general manager and the Chief Financial Officer
of our Company and is primarily responsible for overall financial management of our Group. Mr.
Hua has been our deputy general manager and the Chief Financial Officer since June 2023.
From September 2004 to January 2008, Mr. Hua served as a finance officer at General Electric
Company (ʮ̡). From February 2008 to February 2011, Mr. Hua served as the
finance manager of orthopedic department at Johnson & Johnson Medical (Shanghai) Ltd. ( ੶͛(ɪ
ऎ)ʮ̡), a subsidiary of Johnson & Johnson, a company listed on the New Y ork
Stock Exchange (stock ticker: JNJ). From September 2011 to December 2018, Mr. Hua served as
the senior financial control manager of China prescription drugs and the head of finance for APAC
pharmaceutical development at Shanghai Roche Pharmaceutical Ltd. (ʮ̡).
From January 2019 to August 2019, he served as a vice president of finance at Hutchison
MediPharma Co., Ltd. (ᔼᖹ(ɪऎ)ʮ̡). From August 2019 to May 2023, Mr. Hua
served as the general manager of finance department and purchasing department at Shanghai
Henlius Biotech, Inc (ʮ̡) (a company listed on the Stock
Exchange, stock code: 2696).
Mr. Hua received his bachelor’s degree in finance from Shanghai University ( ɪऎɽኪ)i nt h e
PRC in June 2004, and master’s degree in business administration from Tongji University ( Ν᏶ɽ
ኪ) in the PRC in June 2011. He was qualified as a certified public accountant in the U.S. in January
2016 and in Australia in May 2021. Mr. Hua has also obtained qualifications as a certified
management accountant from the Institute of Management Accountants United States of America in
September 2012, certification in risk management assurance from the Institute of Internal Auditors
in May 2013, certification in control self-assessment and certified internal auditor from the Institute
of Internal Auditors in November 2013, certified information systems auditor from the ISACA in
February 2016, fellow of the Institute of Financial Accountants on March 2017, fellow of the
Institute of Public Accountants on March 2017, chartered management accountant and chartered
global management accountant from the Chartered Institute of Management Accountants in July
2017, board secretary qualification from the Shanghai Stock Exchange in December 2020, and
certified lean six sigma black belt from the Global Association for Quality Management in January
2023. Mr. Hua is currently an associate of the Chartered Institute of Arbitrators and a member of
the Forensic Certified Public Accountants Association.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Save as disclosed in the section headed “Relationship with Our Controlling Shareholders” in
this Prospectus, 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, either directly or
indirectly, with our Company’s business which would require disclosure under Rule 8.10 of the
Listing Rules.
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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 in December 2024, and (ii) understands his or her obligations as
a director of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his/her independence as
regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he/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/her independence
at the time of his/her appointments.
GENERAL
Save as disclosed above, none of the Directors or members of senior management of our
Company has been a director of any public company the securities of which are listed on any
securities market in Hong Kong or overseas in the three years immediately preceding the date of
this Prospectus.
None of the Directors or members of the senior management of our Company is related to any
other Directors and members of the senior management of our Company.
Save as disclosed herein, to the best knowledge, information and belief of our Directors
having made all reasonable inquiries, there was no other matter with respect to the appointment of
our Directors that needs to be brought to the attention of the Shareholders and there was no
information relating to our Directors that is required to be disclosed pursuant to Rule 13.51(2)(h)
to (v) of the Listing Rules as of the Latest Practicable Date.
JOINT COMPANY SECRETARIES
Ms. W ANG Hefei (࠭)was appointed as our joint company secretary in December 2024
(effective from January 2025). Ms. Wang has been the head of our securities department since
August 2019 and our securities representative since June 2020. She joined the Group in September
2018 and served as our supervisor of the department of project management from September 2018
to July 2019. Prior to joining our Group, Ms. Wang worked in Shanghai Qingrun Pharmaceutical
Technology Co., Ltd. (ʮ̡) between November 2016 and August 2018.
Ms. Wang received her master’s degree in pharmaceutical technology from King’s College
London in the United Kingdom in November 2016. She obtained a board secretary qualification
from the Shanghai Stock Exchange in December 2020.
Ms. LEUNG Kwan Wai ( ૑ёᅆ) was appointed as our joint company secretary in December
2024 (effective from January 2025). Ms. Leung Kwan Wai (“ Ms. Leung ”) is a senior manager of
company secretarial services of Tricor Services Limited.
Ms. Leung has over 15 years of experience in the corporate secretarial service field and has
been providing professional corporate services to Hong Kong listed companies as well as
multinational, private and offshore companies. Ms. Leung is a Chartered Secretary, a Chartered
Governance Professional and an associate of both The Hong Kong Chartered Governance Institute
(HKCGI) and The Chartered Governance Institute (CGI). Ms. Leung obtained her master’s degree
of Corporate Governance from the Hong Kong Metropolitan University in Hong Kong.
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Our Company was granted a waiver from strict compliance with the requirements under Rules
3.28 and 8.17 of the Listing Rules such that Ms. Wang may be appointed as a joint company
secretary of our Company, on the condition that the waiver can be revoked if there are material
breaches of the Listing Rules by our Company. For details, see “Waivers and Exemption — Waiver
in Respect of Joint Company Secretaries.”
BOARD COMMITTEES
Our Board delegates certain responsibilities to various committees. In accordance with the
relevant PRC laws and regulations and the Corporate Governance Code as set out in the Appendix
C1 to the Listing Rules, our Company has formed four Board committees, namely the Audit
Committee, the Remuneration and Appraisal Committee, the Nomination Committee, the Strategy
Committee, and the ESG 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 D.3 of Part 2 of the Corporate Governance Code. The
Audit Committee consists of three Directors, namely Mr. QIN Zhengyu ( ॢ͍Я), Dr. ZHAO Qian
(࠺and Dr. XU Qing (ڡMr. QIN Zhengyu ( ॢ͍Я), who holds the appropriate professional
qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules, serves as the
chairperson of the Audit Committee. The primary duties of the Audit Committee are to, among
others, (i) oversee and evaluate the work of the external auditors, (ii) propose the appointment,
reappointment, change and removal of the external auditors to our Board, (iii) guide and supervise
internal audit work and its implementation, (iv) review the financial information of our Company
and oversee the financial reporting system, risk management and internal control system of the
Company, and (v) deal with other matters that are involved in relevant laws, regulations, rules,
normative documents, the Articles of Associations, terms of reference and the listing rules of the
place where the Company’s shares are listed or that are authorized by the Board.
Remuneration and Appraisal Committee
We have established a Remuneration and Appraisal Committee with written terms of reference
in compliance with Rule 3.25 of the Listing Rules and paragraph E.1 of Part 2 of the Corporate
Governance Code. The Remuneration and Appraisal Committee consists of three Directors, namely
Dr. ZHAO Qian (࠺Dr. XU Qing (ڡand Dr. LIU Datao ( ᄎɽᏹ). Dr. ZHAO Qian (࠺)
serves as the chairperson of the Remuneration and Appraisal Committee. The primary duties of the
Remuneration and Appraisal Committee are to, among others, (i) formulate the remuneration plans
or packages and assess the remuneration policies and system for Directors and senior management;
(ii) supervise the implementation of the remuneration plan of the Company; (iii) review and/or
approve matters relating to share schemes under Chapter 17 of the Listing Rules; and (iv) deal with
other matters that involved in relevant laws, regulations, rules, normative documents, the Articles
of Associations, terms of reference and the listing rules of the place where the Company’s shares
are listed or that are authorized by the Board.
Nomination Committee
We have established a Nomination Committee with written terms of reference in compliance
with Rule 3.27A of the Listing Rules and paragraph B.3 of Part 2 of the Corporate Governance
Code. The Nomination Committee consists of three Directors, namely Dr. XU Qing (ڡDr.
ZHAO Qian (࠺and Dr. LIU Datao ( ᄎɽᏹ). Dr. XU Qing (ڡserves as the chairperson of
the Nomination Committee. The primary duties of the Nomination Committee are to, among others,
(i) review the structure, size and composition of the Board and make recommendations to the Board
on selection of directors and members of senior management, (ii) assess the independence of
independent non-executive Directors, and (iii) deal with other matters that involved in relevant
laws, regulations, rules, normative documents, the Articles of Associations, terms of reference and
the listing rules of the place where the Company’s shares are listed or that are authorized by the
Board.
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Strategy Committee
We have established a Strategy Committee with written terms of reference in compliance with
the Corporate Governance Code. The Strategy Committee consists of three Directors, namely Mr.
TANG Chunshan (ʆ), Dr. LIU Datao ( ᄎɽᏹ) and Dr. XU Qing (ڡDr. LIU Datao ( ᄎɽ
ᏹ) serves as the chairperson of the Strategy Committee. The primary duties of the Strategy
Committee are to, among others, (i) research and make recommendations on the Company’s
long-term development strategic planning, (ii) research and make recommendations on major
investment and financing programs, major capital operation and asset management projects and that
are required to be approved by the Board under the Articles of Association and other major matters
affecting the development of the Company; (iii) deal with other matters that involved in relevant
laws, regulations, rules, normative documents, the Articles of Associations, terms of reference and
the listing rules of the place where the Company’s shares are listed or that are authorized by our
Board.
ESG Committee
We have established an ESG Committee with written terms of reference in compliance with
the Corporate Governance Code. The ESG Committee consists of three Directors, namely Dr. LIU
Datao ( ᄎɽᏹ), Dr. HU Huiguo (ึ਷) and Dr. ZHAO Qian (࠺Dr. LIU Datao ( ᄎɽᏹ)
serves as the chairperson of the ESG Committee. The primary duties of the ESG Committee are to,
among others, (i) research and make recommendations on the Company’s ESG development
strategies and plans, (ii) guide and review the Company’s overall ESG philosophy, target and
strategy, the identification and prioritisation of ESG issues and supervise the formulation of the
Company’s ESG management performance target, (iii) evaluate the risk and opportunity associated
with ESG to ensure the establishment of an effective ESG risk management and internal monitor
system, and (iv) review, monitor and approve the publication of the annual Environmental, Social
and Corporate Governance Report of the Company, and other ESG-related disclosure information,
and (v) deal with other duties delegated by the Board.
KEY TERMS OF EMPLOYMENT CONTRACTS
We normally enter into a confidentiality contract, an ownership of intellectual work products
contract, an employment contract and a non-competition agreement with our key management
members and technical personnel. Below sets forth the key terms of these contracts we enter into
with our key management members and technical personnel.
Confidentiality
Scope of confidential information: Information the employee shall keep confidential includes
but is not limited to: technical information, operation information, decisions of the Company,
financial information, technical information, human resources information and clients’ information
and matters known within certain scope of personnel during certain period of time.
Confidentiality obligation: The employee shall (i) not pry into the Company’s secrets which
are not related to the employee’s job or business, (ii) not disclose in any way to a third party or make
copies of the Company’s secrets, (iii) not permit or assist any third party who is not under a
confidentiality obligation to use the Company’s secrets, (iv) not use the Company’s secrets to the
Company’s detriment, (v) take timely remedial measures and promptly report to the Company when
aware that the Company’s secrets have been leaked, and (vi) return all materials relating to the
Company’s secrets upon resignation. The confidentiality obligation shall continue to be in effect
during the course of employment and after the departure of the employee, until the confidential
information is legally publicized.
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Ownership of intellectual work products
The right of use, license, ownership and related intellectual property rights of any technology,
software and other fruits developed by the employee using the Company’s information, materials,
substances, equipment and tools shall belong to the Company.
Non-competition
Term and scope: The non-competition obligation is effective during the course of employment
and within 24 months after the termination of the employment.
Non-competition obligation: During the course of employment, the employee shall not
directly or indirectly engage in business or provide any services including as an investor, partner,
director, supervisor, shareholder, manager, general employee, agent, or consultant to a business that
competes with or is similar to the Company’s business. During the term of the non-competition
obligation after the termination of the employment, the employee shall not (i) work, hold any
position, or offer any form of consulting services to a competing business, (ii) have any dealings
with the Company’s customers, (iii) directly or indirectly own any equity or interest in, receive
services from, or derive benefit from any competing business, (iv) participate in the production or
operation of products or business that compete with or are similar to the Company’s business, (v)
induce or attempt to induce other employees of the Company to resign, (vi) induce a third party to
engage in any competing business, or (vii) other competition activities.
REMUNERATION OF DIRECTORS
Our Directors received their remuneration in the form of fees, salaries, allowances,
discretionary bonuses, share-based compensation, retirement benefit scheme contributions and
other benefits in kind.
For the years ended December 31, 2024 and 2025, the aggregate amount of emoluments of our
Directors recorded in the profit or loss amounted to RMB21.5 million and RMB10.6 million,
respectively.
Under the arrangement currently in force, we estimate the total compensation before taxation
to be accrued to our Directors for the year ending December 31, 2026 to be approximately RMB10.2
million.
For the years ended December 31, 2024 and 2025, there were three and two Directors among
the five highest paid individuals, respectively. The total emolument for the remaining individuals
among the five highest paid individuals for the years ended December 31, 2024 and 2025 were
RMB8.0 million and RMB7.9 million, respectively.
During the Track Record Period, no remuneration was paid by our Company to, or receivable
by, our Directors or the five highest paid individuals as an inducement to join or upon joining our
Company or as compensation for loss of office in connection with the management positions of any
subsidiary of our Company.
During the Track Record Period, none of our Directors waived any remuneration. Save as
disclosed above, no other payments have been paid, or are payable, by our Company or any of our
subsidiary to our Directors or the five highest paid individuals during the Track Record Period.
PRE-IPO EQUITY INCENTIVE PLAN AND SUBSIDIARY SHARE INCENTIVE PLAN
We adopted the Pre-IPO Equity Incentive Plan and the Mabwell U.S. Equity Incentive Plan
and established two Employee Incentive Platforms. See “Statutory and General Information —
Pre-IPO Equity Incentive Plan” and “Statutory and General Information — Mabwell U.S. Equity
Incentive Plan” in Appendix IV to this Prospectus for further details.
DIRECTORS AND SENIOR MANAGEMENT
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CORPORATE GOVERNANCE CODE
Our Company is committed to achieving high standards of corporate governance with a view
to safeguarding the interests of our Shareholders. To accomplish this, our Company intends to
comply with Corporate Governance Code set out in Appendix C1 to the Listing Rules and the Model
Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing
Rules after the Listing.
Pursuant to paragraph C.2.1 of Part 2 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 responsibilities between chairman and chief executive should be segregated and should not
be performed by the same individual. We do not have a separate chairman and chief executive and
Dr. Liu currently performs the roles of the chairman of our Board and the general manager of our
Company. Dr. Liu has assumed the role of chairman of our Board since June 2023. He has extensive
experience in the business operations and management of our Group. Our Board believes that, in
view of his experience, personal profile and his roles in our Company as mentioned above, Dr. Liu
is the Director best suited to identify strategic opportunities and focus of the Board due to his
extensive understanding of our business as our general manager. The Board also believes that
vesting the roles of both chairman and general manager in the same person has the benefit of (i)
ensuring consistent leadership within the Group, (ii) enabling more effective and efficient overall
strategic planning and execution of strategic initiatives of the Board, and (iii) facilitating the flow
of information between the management and the Board for the Group. The Board considers that the
balance of power and authority for the present arrangement will not be impaired, and this
arrangement will enable the Company to make and implement decisions promptly and effectively.
The Board will continue to review and consider splitting the roles of chairman of the Board and
general manager of the Company at a time when it is appropriate by taking into account the
circumstances of the Group as a whole.
Save as disclosed above, our Directors consider that upon Listing, we will comply with all
applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the
Listing Rules.
BOARD DIVERSITY POLICY
In order to enhance the effectiveness of our Board, to maintain the high standard of corporate
governance and to achieve the goal of a sustainable and balanced development of the Company, we
have adopted the board diversity policy which sets out the objective and approach to achieve and
maintain diversity of our 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 our
Board, including but not limited to gender, skills, age, professional experience, knowledge, cultural
background, and length of service. The ultimate decision of the appointment will be based on merit
and the contribution which the selected candidates will bring to our Board.
Our Directors have a balanced mix of knowledge and skills, including overall management
and strategic development, medicine, chemistry, biology, biochemistry, pharmacology and
accounting. We have four independent non-executive Directors with different industry backgrounds,
representing more than one-third of the members of our Board. Our Company has evaluated the
structure, size and composition of our Board, and is of the opinion that the structure of our Board
is reasonable, and the experience and skills of the Directors in various aspects and fields can enable
our Company to maintain a high standard of operations.
Besides, we particularly recognize the importance of gender diversity. Our Board currently
consists of two female Directors and eight male Directors. We have taken, and will continue to take,
steps to promote gender diversity at all levels of our Company, including but without limitation to
our Board and senior management levels. Going forward, we will continue to work to enhance
gender diversity of our Board when selecting and recommending suitable candidates for Board
DIRECTORS AND SENIOR MANAGEMENT
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appointments and target to maintain at least 10% female representation on our Board and will
ensure that our female management members will get equal opportunities to develop and perform
so as to eventually be equipped to step up as a member of our Board. Our Company also intends
to promote gender diversity at the mid to senior level so that our Company can maintain a balanced
gender ratio at different levels. With a view to developing a pipeline of potential successors to our
Board that can maintain our gender diversity, our Group will (i) make appointments based on merits
with reference to board diversity as a whole; (ii) take steps to promote gender diversity at all levels
of our Group by recruiting staff of different gender; and (iii) consider the possibility of nominating
female management members who have the necessary skills and experience to our Board; and
(iv) engage more resources in training female staff who we consider having the suitable experience,
skills and knowledge for our business to equip themselves with the attributes and competencies
required to serve as members of our Board so that we will have a pipeline of female senior
management and potential successors to our Board in a few years’ time. Taking into account our
existing business model and specific needs as well as the different background of our Directors, the
composition of our Board satisfies our board diversity policy.
Our Nomination Committee is responsible for ensuring the diversity of our Board members.
After the Listing, our Nomination Committee will examine the board diversity policy from time to
time to ensure its continued effectiveness and in particular use their efforts to identify and
recommend suitable female candidates for the Board’s consideration in the future, and we will
disclose in our corporate governance report about the implementation of the board diversity policy
on an annual basis.
COMPLIANCE ADVISER
We have appointed Somerley Capital Limited as our compliance adviser (the “ Compliance
Adviser ”) pursuant to Rules 3A.19 and 3A.23 of the Listing Rules. The Compliance Adviser will
provide us with guidance and advice as to compliance with the Listing Rules and other applicable
laws, rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance
Adviser will advise our Company in certain circumstances including:
(a) before the publication of any regulatory announcement, circular or financial report;
(b) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases;
(c) where we propose to use the proceeds of the Global Offering in a manner different from
that detailed in this Prospectus or where our business activities, developments or results
deviate from any forecast, estimate or other information in this Prospectus; and
(d) where the Hong Kong Stock Exchange makes an inquiry to our Company regarding
unusual movements in the price or trading volume of its listed securities or any other
matters in accordance with Rule 13.10 of the Listing Rules.
Pursuant to Rule 3A.24 of the Listing Rules, the Compliance Adviser will, on a timely basis,
inform our Company of any amendment or supplement to the Listing Rules that are announced by
the Hong Kong Stock Exchange. The Compliance Adviser will also inform our Company of any new
or amended law, regulation or code in Hong Kong applicable to us, and advise us on the continuing
requirements under the Listing Rules and applicable laws and regulations.
The term of the appointment will commence on the Listing Date and is expected to end on the
date on which our Company complies with Rule 13.46 of the Listing Rules in respect of our
financial results for the first full financial year commencing after the Listing.
DIRECTORS AND SENIOR MANAGEMENT
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OUR CONTROLLING SHAREHOLDERS
Immediately prior to the Global Offering, our Company is owned as to (i) approximately
35.18% by Langrun Equity, (ii) approximately 5.01% by Zhongjun Jianlong, (iii) approximately
1.70% by Zhenzhu Investment, and (iv) approximately 0.49% by Langrun Investment Consultancy.
Langrun Equity is a limited partnership, owned as to approximately 79.92% by Mr. Tang
(being an executive Director), 19.98% by Ms. Chen
1, spouse of Mr. Tang, each as a limited partner,
and 0.10% by Langrun Investment Consultancy, which is also its sole general partner. Langrun
Investment Consultancy is in turn owned by Mr. Tang and Ms. Chen as to 88.30% and 11.70%,
respectively. Each of Zhongjun Jianlong and Zhenzhu Investment is an Employee Incentive
Platform and a limited partnership controlled by Mr. Tang by virtue of his position as their
respective sole general partner. To the best knowledge of the Directors, none of the Controlling
Shareholders have entered into any acting-in-concert or side agreement pertinent to the Company.
Therefore, Mr. Tang and Ms. Chen, through Langrun Equity, Zhongjun Jianlong, Zhenzhu
Investment and Langrun Investment Consultancy, each being a Controlling Shareholder, controlled
in aggregate approximately 42.38% of our total issued share capital and constituted a group of
Controlling Shareholders for the purpose of the Listing Rules immediately prior to the Global
Offering.
Immediately following the completion of the Global Offering, the Controlling Shareholders
will continue to control in aggregate approximately 37.91% of the total issued share capital of our
Company and thereby continue to be our Controlling Shareholders for the purpose of the Listing
Rules.
For details of Mr. Tang, see “Directors and Senior Management — Board of Directors.” For
details of Langrun Equity, Zhongjun Jianlong, Zhenzhu Investment and Langrun Investment
Consultancy, see “History, Development and Corporate Structure — Employee Incentive
Platforms.”
INTERESTS OF OUR CONTROLLING SHAREHOLDERS IN OTHER BUSINESSES
Our Controlling Shareholders and Directors confirm that they do not have any interest in a
business, apart from the business of our Company, which competes or is likely to compete, directly
or indirectly, with our businesses, which would require disclosure under Rule 8.10 of the Listing
Rules.
As of the Latest Practicable Date, our Controlling Shareholders have certain investments
(other than our Group) in the broader healthcare and biopharmaceutical industries (the “ Other
Businesses of Controlling Shareholders ”). However, as the Other Businesses of Controlling
Shareholders are clearly delineated from the business of our Group in respect of, among others,
R&D focus, product candidates, products and indications, they will not compete, directly or
indirectly, with the business of the Group.
For the purpose of the listing of our A Shares on the Shanghai Stock Exchange STAR Market
and in order to avoid any potential competition between our Group and the companies controlled
by Mr. Tang, Ms. Chen and/or Langrun Equity, Mr. Tang, Ms. Chen and Langrun Equity (the
1 Ms. Chen is the spouse of Mr. Tang. She has 10 years of experience in healthcare industry. She has been serving as
a supervisor for Langrun Equity since December 2003 and as a supervisor for Langrun Investment Consultancy since
November 2015. She was also the general partner of Shanghai Gefeimu Investment Center (Limited Partnership) ( ɪ
ऎဂി˝ҳ༟ʕː(Υྫ)) (“ Shanghai Gefeimu Investment Center ”) from August 2014 till January 2024 when
Shanghai Gefeimu Investment Center was deregistered voluntarily (with solvent status). Ms. Chen is not involved in
the day-to-day management of our Company and does not serve any role in our Company.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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“Relevant Controlling Shareholders ”) provided a non-competition undertaking in favor of our
Company on November 5, 2020 (the “ Non-competition Undertaking ”). Pursuant to the Non-
competition Undertaking, Mr. Tang, Ms. Chen and Langrun Equity have undertaken that:
(1) the Relevant Controlling Shareholders will transfer the commercialization rights of
tofacitinib citrate tablets and apremilast tablets (the “ Transfer of Commercialization
Rights ”) before 9MW0113 is approved for marketing, failing of which, the Relevant
Controlling Shareholders will cease the production and sale of tofacitinib citrate tablets
and apremilast tablets after 9MW0113 is launched until the aforementioned transfer is
completed
2.
(2) as of the date of the Non-competition Undertaking, apart from the Company and its
subsidiaries, the Relevant Controlling Shareholders and their controlled entities (either
directly or indirectly) do not manage or operate any competing or potentially competing
business (the “ Competing Business ”) which have a material adverse effect on the
principal business of the Company, (Competing Business means: (i) research and
development, production and sales of macromolecule drugs (i.e. therapeutic
biopharmaceuticals except traditional Chinese medicines, small molecule chemical
drugs, vaccines and cell therapy products, mainly including monoclonal antibodies,
bifunctional/bispecific antibodies, antibody conjugate drugs, and recombinant protein
drugs and etc.); or (ii) commercialization of the drug which has the same indications as
the Company’s products and is indistinguishable to patients, resulting in direct
substitution, competition and conflict of interest with the products of the Company). To
determine whether there is any direct substitution, competition or conflict of interest
with the Relevant Controlling Shareholders, the principle of substance over form should
be adopted, which is a comprehensive assessment and several factors including the
patients and the ratios of the income and the gross profit of the Competing Business
would be considered.
(3) The macromolecule drug business engaged in by the Company remains independent
from other pharmaceutical business controlled by the Relevant Controlling
Shareholders, and the other drug business controlled by the Relevant Controlling
Shareholders do not, either directly or indirectly, operate or manage the macromolecular
drug business in or outside the PRC.
(4) If other companies controlled by the Relevant Controlling Shareholders are engaged in
any Competing Business, the Relevant Controlling Shareholders will procure the
relevant companies to comply with the following procedures to dispose of the
Competing Business: (i) once the Company or the Relevant Controlling Shareholders
discover that other companies controlled by the Relevant Controlling Shareholders are
engaged in any Competing Business, the Relevant Controlling Shareholders should
formulate “Resolutions to Prevent Potential Conflicts of Interest and Avoid Competing
Business” within three months and make proposals for the Board and the Shareholders’
2 Our product 9MW0113 (Junmaikang) was approved for marketing in March 2022. The commercialization rights of
tofacitinib citrate tablets and apremilast tablets (the “ Relevant Commercialization Rights ”) were previously owned
by Jiangxi Qingfeng Medical Co., Ltd. (ʮ̡)( “ Jiangxi Qingfeng ”), a wholly-owned subsidiary
of Qingfeng Medical Group Co., Ltd. (ʮ̡)( “ Qingfeng Medical ”). As of the Latest Practicable
Date, Qingfeng Medical was owned as to (i) 0.25% by Mr. Tang and (ii) 99.75% by Shenzhen Langrun Investment
Co., Ltd. (ʮ̡), a company held by Mr. Tang as to approximately 88.29% and Ms. Chen as to
approximately 11.71%. Mr. Tang has also been the executive director and general manager of Qingfeng Medical since
January 2004. On March 18, 2022, Jiangxi Qingfeng entered into a transfer agreement with Jiangxi Xinzheng Medical
Co., Ltd. (ப΂ʮ̡)( “ Jiangxi Xinzheng ”), an Independent Third Party, where Jiangxi Qingfeng
agreed to sell and Jiangxi Xinzheng agreed to purchase the Relevant Commercialization Rights. The aforementioned
transfers for the Relevant Commercialization Rights of tofacitinib citrate tablets and apremilast tablets were
completed on February 3, 2023 and October 17, 2023, respectively. As advised by the Company’s PRC Legal Adviser,
in accordance with A share regulatory requirements, the fulfillment of one of the undertakings by the Relevant
Controlling Shareholders shall not affect the validity of the remaining undertakings. All other unfulfilled undertakings
shall remain to be legal and valid in full effect as to the Relevant Controlling Shareholders and the Group.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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meetings for consideration; (ii) if it is resolved in the Shareholders’ meeting that the
relevant Competing Business has material adverse effect on the Company, the Company
should notify the Relevant Controlling Shareholders to transfer the commercialization
rights of the relevant Competing Business to an unrelated third party within 12 months
after the resolution is passed in the Shareholders’ meeting; and (iii) if the Relevant
Controlling Shareholders fail to transfer the commercialization rights of the Competing
Business within 12 months as requested, the Relevant Controlling Shareholders should
cease the Competing Business.
(5) The Relevant Controlling Shareholders will exercise the rights of Shareholders
reasonably in compliance with the Company Law of the PRC, the Securities Law of the
PRC, the Measures for the Administration of Registration of Initial Public Offerings of
Stocks on STAR Market (Trial), the Shanghai Stock Exchange STAR Market Listing
Rules and other relevant laws and regulations, and the Non-competition Undertaking,
and will not do anything to restrict or jeopardize the interest of the Company or affect
the Company’s normal operations.
(6) If the Relevant Controlling Shareholders breach the above undertakings, the Relevant
Controlling Shareholders will: (i) apologize publicly in the designated media recognized
by the Company; (ii) the income obtained by the Relevant Controlling Shareholders and
their controlled companies (other than our Group) will be attributable to the Company
free of charge, and the Relevant Controlling Shareholders will cooperate
unconditionally; (iii) compensate the Company and its Shareholders for all resulting
losses suffered.
(7) the Non-competition Undertaking will remain effective while the Relevant Controlling
Shareholders are the actual controller and/or Controlling Shareholders of the Company.
As of the Latest Practicable Date, the Directors were not aware of any non-compliance with
the Non-competition Undertaking.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Our Directors consider that we are capable of carrying out our business independently from
our Controlling Shareholders and their respective close associates after the Listing, taking into
account the following factors:
Management Independence
Our Board comprises five (5) executive Directors, one (1) non-executive Director and four (4)
independent non-executive Directors. Although Mr. Tang is an executive Director and also our
Controlling Shareholder, our management and operational decisions are made by our Board and
senior management, all of whom have substantial experience in the industry in which we are
engaged and/or in their respective fields of expertise. Further, Mr. Tang has a track record of
devoting sufficient time and energy to discharge his duties as our Director and he will continue to
focus on our Group’s business. When performing his duty as a Director, he has been and will
continue to be supported by the separate and senior management team of the Group. The balance
of power and authority is ensured by the operation of the senior management and our Board. See
“Directors and Senior Management” for further details.
In addition, although Mr. Tang is our Controlling Shareholder, we consider that our Board and
senior management will function independently from our Controlling Shareholders because of the
following reasons: (i) each of our Directors is aware of his/her fiduciary duties as a Director which
require, among others, that he/she must act for the benefit of and in the best interests of our
Company and not allow any conflict between his/her duties as a Director and his/her personal
interests; (ii) four (4) out of our ten (10) Directors are independent non-executive Directors who
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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have extensive experience in different professions. They have been appointed pursuant to the
requirements under the Listing Rules to ensure that the decisions of the Board are made only after
due consideration of independent and impartial opinions. We believe our independent non-executive
Directors will bring independent judgment to the decision-making process of our Board; (iii) our
Directors shall not vote in any Board resolution approving any contract or arrangement or any other
proposal in which he/she or any of his/her close associates have a material interest and shall not be
counted in the quorum present at the particular Board meeting; and (iv) we have adopted a series
of corporate governance measures to manage conflicts of interest, if any, between our Group and
our Controlling Shareholders which would support our independent management. See “—
Corporate Governance Measures” below.
Based on the above, our Directors are satisfied that our Board as a whole together with our
senior management team are able to perform the managerial role in our Group independently.
Operational Independence
We do not rely on our Controlling Shareholders and their close associates for our business
development (including R&D in biopharmaceutics), staffing, logistics, administration, finance,
internal audit, information technology, sales and marketing, or our company secretarial functions.
We have our own departments specializing in these respective areas which have been in operation
and are expected to continue to operate separately and independently from the Controlling
Shareholders and their close associates. In addition, we have our own headcount of employees for
our operations and management for human resources.
We have independent access to suppliers and customers and an independent management team
to handle our day-to-day operations. We are also in possession of all relevant licenses, certificates,
facilities and intellectual property rights necessary to carry on and operate our principal businesses
and we have sufficient operational capacity in terms of capital and employees to operate
independently.
Based on the foregoing, our Directors believe that we are able to operate independently of the
Controlling Shareholders and their close associates.
Financial Independence
We have an independent financial system and make financial decisions according to our
Group’s own business needs. We have internal control and accounting systems and an independent
finance department for discharging the treasury function. We do not expect to rely on the
Controlling Shareholders and their close associates for financing after the Listing as we expect that
our working capital will be funded by cash flows generated from, among others, operating
activities, bank loans, as well as the proceeds from the Global Offering.
In addition, we are capable of obtaining financing from independent third parties without
relying on any guarantee or security provided by our Controlling Shareholders or their respective
associates. As of the Latest Practicable Date, there were no outstanding loans or guarantees
provided by or granted to the Controlling Shareholders or their respective associates.
Based on the above, our Directors believe that we have the ability to operate independently
of our Controlling Shareholders and their respective close associates from a financial perspective
and are able to maintain financial independence from, and do not place undue reliance on, our
Controlling Shareholders and their respective close associates.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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CORPORATE GOVERNANCE MEASURES
Our Company will comply with the provisions of the Corporate Governance Code in Appendix
C1 to the Listing Rules, which sets out principles of good corporate governance. Our Directors
recognize the importance of good corporate governance in protection of our Shareholders’ interests.
We would adopt the following measures to safeguard good corporate governance standards and to
avoid potential conflict of interests: (i) as part of our preparation for the Listing, we have amended
our Articles of Association to comply with the Listing Rules. In particular, our Articles of
Association provide that a Director shall not vote on any resolution in which such Director is
connected with the company or individual involved; (ii) we have established internal control
mechanisms to identify connected transactions. Upon the Listing, if we enter into connected
transactions with any of our Controlling Shareholders or their respective associates, our Company
will comply with the applicable Listing Rules; (iii) we are committed that our Board should include
a balanced composition of executive and non-executive Directors (including independent non-
executive Directors). We have appointed four (4) independent non-executive Directors and we
believe our independent non-executive Directors possess sufficient experience and they are free of
any business or other relationship which could interfere in any material manner with the exercise
of their independent judgment and will be able to provide an impartial and external opinion to
protect the interests of our public Shareholders. Details of our independent non-executive Directors
are set out in “Directors and Senior Management — Board of Directors — Independent
Non-executive Directors”; (iv) in the event that the independent non-executive Directors are
requested to review any conflicts of interests circumstances between our Group on the one hand and
our Controlling Shareholders and/or our Directors on the other hand, our Controlling Shareholders
and/or our Directors shall provide the independent non-executive Directors with all necessary
information and the independent non-executive Directors shall review compliance with the
Non-competition Undertaking and our Company shall disclose the decisions of the independent
non-executive Directors either through our interim and annual reports or by way of announcements;
and (v) we have appointed Somerley Capital Limited as our compliance adviser, which will provide
advice and guidance to us in respect of compliance with the applicable laws and the Listing Rules
including various requirements relating to directors’ duties and corporate governance.
Based on the above, our Directors are satisfied that sufficient corporate governance measures
have been put in place to manage conflicts of interest between our Group and the Controlling
Shareholders, and to protect minority Shareholders’ interests after the Listing.
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So far as our Directors are aware, immediately following the completion of the Global
Offering, 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
Description
of Shares
As of the
Latest Practicable Date Immediately following the Global Offering
Number of
Shares (1)
Approximate
percentage of
shareholding
in our
Company (2)
Number of
Shares (1)
Approximate
percentage of
shareholding
in the
relevant class
of Shares (3)
Approximate
percentage of
shareholding
in the total
share capital
of our
Company (3)
Mr. Tang (4) /H1118/H1118/H1118/H1118/H1118Interest in
controlled
corporation
A Shares 169,360,000 42.38% 169,360,000 42.38% 37.91%
H Shares
(7) – – 1,879,000 3.99% 0.42%
Ms. Chen (5) /H1118/H1118/H1118/H1118/H1118Interest of spouse A Shares 169,360,000 42.38% 169,360,000 42.38% 37.91%
H Shares – – 1,879,000 3.99% 0.42%
Langrun Equity (4) /H1118/H1118Beneficial owner A Shares 140,560,000 35.18% 140,560,000 35.18% 31.46%
Langrun Investment
Consultancy (4)(6) /H1118
Beneficial owner A Shares 2,000,000 0.49% 2,000,000 0.49% 0.45%
Interest in
controlled
corporation
A Shares 140,560,000 35.18% 140,560,000 35.18% 31.46%
Zhongjun
Jianlong
(4) /H1118/H1118/H1118/H1118
Beneficial owner A Shares 20,000,000 5.01% 20,000,000 5.01% 4.48%
Notes:
1. All interests stated are long positions in the Shares.
2. The calculation is based on the total number of 399,600,000 A Shares in issue as of the Latest Practicable Date.
3. The calculation is based on the total number of 399,600,000 A Shares and 47,130,200 H Shares in issue immediately
after completion of the Global Offering since 47,130,200 H Shares will be issued pursuant to the Global Offering.
4. As of the Latest Practicable Date, Mr. Tang (i) directly owns approximately 79.92% partnership interests as limited
partner and indirectly owns, through Langrun Investment Consultancy, 0.10% partnership interests as general partner
in Langrun Equity, which beneficially owns 140,560,000 A Shares; (ii) directly owns approximately 2.12%
partnership interests as general partner in Zhongjun Jianlong, which beneficially owns 20,000,000 A Shares; (iii)
directly owns approximately 10.56% partnership interests as general partner in Zhenzhu Investment, which
beneficially owns 6,800,000 A Shares; and (iv) directly owns 88.30% of the equity interests in Langrun Investment
Consultancy, which beneficially owns 2,000,000 A Shares. By virtue of the SFO, Mr. Tang is deemed to be interested
in the Shares held by Langrun Equity, Zhongjun Jianlong, Zhenzhu Investment and Langrun Investment Consultancy.
See “Relationship with Our Controlling Shareholders — Our Controlling Shareholders” for more details.
5. Ms. Chen is the spouse of Mr. Tang. By virtue of the SFO, Ms. Chen is deemed to be interested in the Shares in which
Mr. Tang is deemed to be interested.
6. As of the Latest Practicable Date, Langrun Investment Consultancy directly owns approximately 0.10% partnership
interests as general partner in Langrun Equity, which beneficially owns 140,560,000 A Shares. By virtue of the SFO,
Langrun Investment Consultancy is deemed to be interested in the Shares held by Langrun Equity. See “Relationship
with our Controlling Shareholders — Our Controlling Shareholders” for more details.
7. Represents 1,879,000 H Shares subscribed by Charm Harvest International Limited through its investment as a
cornerstone investor (assuming an Offer Price of HK$29.18 per H Share, being the mid-point of the Offer Price range
stated in this Prospectus, and rounded down to the nearest whole board lot of 200 H Shares). Charm Harvest
International Limited is wholly owned by Mr. Tang. See “Cornerstone Investors” for more details.
Save as disclosed above and the section headed “Statutory and General Information — Further
Information about Our Directors, Senior Management and Substantial Shareholders” in Appendix
IV to this Prospectus, our Directors are not aware of any person who will, immediately following
completion of the Global Offering, 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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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) ”) in respect of Splendid Zhonghe Investment 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 200 H Shares) that may be purchased for an aggregate amount of
US$53.0 million (or approximately HK$415.2 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 ”).
Assuming an Offer Price of HK$27.64, being the low-end of the indicative Offer Price range
set out in this Prospectus, the total number of Offer Shares to be subscribed by the Cornerstone
Investors (including those to be subscribed through QDII(s)) would be 15,020,600 Offer Shares,
representing approximately (i) 31.87% of the H Shares offered pursuant to the Global Offering; and
(ii) 3.36% of our total issued share capital immediately upon completion of the Global Offering.
Assuming an Offer Price of HK$29.18, being the mid-point of the indicative Offer Price range
set out in this Prospectus, the total number of Offer Shares to be subscribed by the Cornerstone
Investors (including those to be subscribed through QDII(s)) would be 14,227,400 Offer Shares,
representing approximately (i) 30.19% of the H Shares offered pursuant to the Global Offering; and
(ii) 3.18% of our total issued share capital immediately upon completion of the Global Offering.
Assuming an Offer Price of HK$30.71, being the high-end of the indicative Offer Price range
set out in this Prospectus, the total number of Offer Shares to be subscribed by the Cornerstone
Investors (including those to be subscribed through QDII(s)) would be 13,518,800 Offer Shares,
representing approximately (i) 28.68% of the H Shares offered pursuant to the Global Offering; and
(ii) 3.03% of our total issued share capital immediately upon completion of the Global Offering.
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 QDII(s)) 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 Charm Harvest International Limited (“ CHIL ”)).
Immediately following the completion of the Global Offering, other than CHIL, (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) 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
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Cornerstone Investors by virtue of or in relation to the Listing, other than a guaranteed allocation
of the relevant Offer Shares at the final Offer Price, following the principles as set out in Chapter
4.15 of the Guide for New Listing Applicants.
The Company is of the view that the Cornerstone Placing will help to raise the profile of the
Company and to signify that such investors have confidence in the business and prospects of the
Group. Other than CHIL, our Company became acquainted with each of the Cornerstone Investors
through the business network of the Group or through introduction by the underwriters in the Global
Offering.
To the best knowledge of the Company and after making reasonable enquiries, (i) the
Cornerstone Investors (other than CHIL) are independent from our Company, the Controlling
Shareholders, our connected persons and their respective associates and they are not our existing
Shareholders; (ii) the Cornerstone Investors are independent from each other and makes
independent investment decisions; (iii) the Cornerstone Investors (other than CHIL) are not
accustomed to take instructions from our Company or any of our Directors, chief executive, the
Controlling Shareholders, substantial Shareholders or existing Shareholders or any of its
subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or
other disposition of the Shares registered in their name or otherwise held by them; and (iv) the
subscription of Offer Shares (other than CHIL) pursuant to the Cornerstone Investment Agreements
is not directly or indirectly financed by our Company, the Controlling Shareholders, 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) or the shareholders of any listed companies (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 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.
There will be no delayed delivery or deferred settlement of Offer Shares to be subscribed by the
Cornerstone Investors.
The total number of Offer Shares to be subscribed by the Cornerstone Investors (including
those to be subscribed through QDII(s)) 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. 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 April 27, 2026.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
CORNERSTONE INVESTORS
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Junshi Hong Kong
Junshi Hong Kong Limited (ʮ̡)( “Junshi Hong Kong ”) is a limited company
incorporated in Hong Kong in April 2019. It is a wholly-owned subsidiary of Shanghai Junshi
Biosciences Co., Ltd. (ʮ̡)( “ Junshi Biosciences ”, stock code:
1877.HK; 688180.SH). Junshi Biosciences was established on December 27, 2012. Its registered
address is Level 4, No. 987 Cai Lun Road, China (Shanghai) Pilot Free Trade Zone, the PRC. Junshi
Biosciences is an innovation-driven biopharmaceutical company with comprehensive capabilities
spanning the entire industry chain from the discovery of innovative drugs to their clinical research
and large-scale manufacturing and commercialization on a global scale. It is committed to
developing first-in-class or best-in-class drugs through original innovation or collaboration. With
the outstanding capacity for innovative drug discovery, strong biotechnology R&D capability, and
large-scale production capacity, Junshi Biosciences has successfully developed a drug candidate
portfolio with tremendous market potential and a well-structured research pipeline. Its innovation
field has been expanded from monoclonal antibody to various drug modalities, including small
molecule drugs, antibody-drug conjugates (ADCs), bispecific/multispecific antibody drugs, fusion
protein, nucleic acid therapeutics and vaccines, as well as the exploration of the next-generation
innovative therapies including those for cancer and autoimmune diseases. The controlling
shareholders and de facto controllers of Junshi Biosciences are Mr. Xiong Fengxiang ( ဤჾୂ) and
Mr. Xiong Jun (ڲfather-son relationship), who are parties acting in concert and together
constitute the ultimate beneficial owners of Junshi Biosciences. The subscription of Offer Shares by
Junshi Hong Kong under the relevant Cornerstone Investment Agreement is not subject to approval
by the shareholders of Junshi Biosciences, the Stock Exchange or the Shanghai Stock Exchange.
Sanjin International
Sanjin International Co., Ltd. (“ Sanjin International ”) is a company incorporated in the
British Virgin Islands and is principally engaged in investment holding. Sanjin International is
wholly owned by Guilin Sanjin Pharmaceutical Co., Ltd. (ʮ̡) (“Guilin
Sanjin”, a company listed on the Shenzhen Stock Exchange, stock code: 002275). Guilin Sanjin is
principally engaged in the research, production and distribution of traditional Chinese medicines,
with business operations covering industries such as chemical pharmaceutical preparations,
biological preparations, and nutritional and healthcare products. The subscription of Offer Shares
by Sanjin International under the relevant Cornerstone Investment Agreement is not subject to
approval by the shareholders of Guilin Sanjin or the Shenzhen Stock Exchange.
Guohui HK
Guohui (HK) Holdings Co., Limited ( ਷౉(ಥ)ʮ̡)( “Guohui HK ”) is a company
incorporated in Hong Kong with limited liability and is wholly owned by Shandong Development
Investment Holding Group Co., Ltd. (ʮ̡), which is in turn owned as
to approximately 97.88% by the State-owned Assets Supervision and Administration Commission
of Shandong Provincial People’s Government.
CHIL
CHIL is a limited liability company incorporated in Hong Kong in January 2011 and is
primarily engaged in investment activities. CHIL is wholly owned by Mr. Tang, an executive
Director and Controlling Shareholder. Therefore, CHIL is a core connected person of the Company
and a close associate of an existing shareholder of the Company. The Stock Exchange has granted
a waiver from strict compliance with the requirements under Rules 9.09(b) and Rule 10.03 of the
Listing Rules, and a written consent under paragraph 1C(2) of Appendix F to the Listing Rules, to
allow CHIL to participate as a Cornerstone Investor in the Global Offering to subscribe for the H
Shares to be issued by the Company under the International Offering. For further details, please
refer to the section headed “Waivers and Exemption—Cornerstone Subscription by A Core
Connected Person during the Listing Application Process.”
CORNERSTONE INVESTORS
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WuXi Biologics Venture
WuXi Biologics HealthCare V enture (“ WuXi Biologics Venture ”) is a limited liability
partnership established in Hong Kong, focusing on investments in companies in the
biopharmaceutical, biotechnology and healthcare sectors. WuXi Biologics V enture is a wholly-
owned subsidiary of WuXi Biologics (Cayman) Inc. (HKEX: 2269), a leading CRDMO company
listed on the Hong Kong Stock Exchange.
Zhonghe Capital
Splendid Zhonghe (Tianjin) Investment Management Co., Ltd. ( ᎀᔐʕձ(ݵ)ࠢ
ʮ̡)( “ Splendid Zhonghe Investment ”) is a limited liability company incorporated in China in
2017. It is a wholly-owned subsidiary of Splendid Zhonghe (Beijing) Capital Co., Ltd. ( ᎀᔐʕձ
(̏ԯ)ʮ̡). Splendid Zhonghe Investment is the Cornerstone Investor who will
participate in the Cornerstone Placing.
Splendid Zhonghe (Beijing) Capital Co., Ltd. (“ Zhonghe Capital ”) is a full-industry-chain
investment platform incorporated in China in 2012, with cumulative assets under management
exceeding RMB29 billion. Leveraging its extensive experience in capital market investments,
Zhonghe Capital has completed strategic investments in more than 200 distinguished listed
companies and growth enterprises, and has developed profound industry expertise and robust
resource integration capabilities across its target sectors.
As of the Latest Practicable Date, Zhonghe Capital has nine shareholders in total. Mr. Zhang
Jingting, an independent third party, beneficially owns 30.80% of the equity interest in Zhonghe
Capital, and no other individual shareholder holds 30% or more of the equity interest in the
company.
The table below sets forth details of the Cornerstone Placing:
Based on the Offer Price of HK$27.64 (being the low-end of the indicative Offer Price range)
Cornerstone Investor
Subscription
amount
Number of
Offer
Shares (1)
Approximate
%o ft h e
Offer Shares
Approximate
% of the total
issued share
capital
(USD in
millions)
Junshi Hong Kong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820.0 5,668,200 12.03% 1.27%
Sanjin International /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.0 4,251,200 9.02% 0.95%
Guohui HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.0 1,983,800 4.21% 0.44%
CHIL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.0 1,983,800 4.21% 0.44%
WuXi Biologics Venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.0 850,200 1.80% 0.19%
Zhonghe Capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.0 283,400 0.60% 0.06%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853.0 15,020,600 31.87% 3.36%
Note:
(1) Subject to rounding down to the nearest whole board lot of 200 Offer Shares. Calculated based on the exchange rate
set out in the section headed “Information about this Prospectus and the Global Offering—Exchange Rate
Conversion”.
CORNERSTONE INVESTORS
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Based on the Offer Price of HK$29.18 (being the mid-point of the indicative Offer Price range)
Cornerstone Investor
Subscription
amount
Number of
Offer
Shares (1)
Approximate
%o ft h e
Offer Shares
Approximate
% of the total
issued share
capital
(USD in
millions)
Junshi Hong Kong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820.0 5,369,000 11.39% 1.20%
Sanjin International /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.0 4,026,800 8.54% 0.90%
Guohui HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.0 1,879,000 3.99% 0.42%
CHIL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.0 1,879,000 3.99% 0.42%
WuXi Biologics Venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.0 805,200 1.71% 0.18%
Zhonghe Capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.0 268,400 0.57% 0.06%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853.0 14,227,400 30.19% 3.18%
Note:
(1) Subject to rounding down to the nearest whole board lot of 200 Offer Shares. Calculated based on the exchange rate
set out in the section headed “Information about this Prospectus and the Global Offering—Exchange Rate
Conversion”.
Based on the Offer Price of HK$30.71 (being the high-end of the indicative Offer Price range)
Cornerstone Investor
Subscription
amount
Number of
Offer
Shares (1)
Approximate
%o ft h e
Offer Shares
Approximate
% of the total
issued share
capital
(USD in
millions)
Junshi Hong Kong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820.0 5,101,600 10.82% 1.14%
Sanjin International /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.0 3,826,200 8.12% 0.86%
Guohui HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.0 1,785,400 3.79% 0.40%
CHIL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.0 1,785,400 3.79% 0.40%
WuXi Biologics Venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.0 765,200 1.62% 0.17%
Zhonghe Capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.0 255,000 0.54% 0.06%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853.0 13,518,800 28.68% 3.03%
Note:
(1) Subject to rounding down to the nearest whole board lot of 200 Offer Shares. Calculated based on the exchange rate
set out in the section headed “Information about this Prospectus and the Global Offering—Exchange Rate
Conversion”.
CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares (including those
to be subscribed through QDII(s)) 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;
CORNERSTONE INVESTORS
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(b) the Offer Price having been agreed between the Company and the Overall Coordinators
(for themselves and on behalf of the Underwriters) of the Global Offering and the Price
Determination Agreement having been entered into by the parties thereto;
(c) the Listing Committee of the Stock Exchange having granted the approval for the listing
of, and permission to deal in, the H Shares (including the H Shares subscribed for by the
Cornerstone Investors) 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) the CSRC having accepted the CSRC Filing (as defined under the respective Cornerstone
Investment Agreement) and published the filing results in respect of the CSRC Filing on
its website, and such notice of acceptance and/or filing results published not having
otherwise been rejected, withdrawn, revoked or invalidated prior to the commencement
of dealings in the H Shares on the Stock Exchange;
(e) no laws 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 acknowledgements, 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) accurate, complete and true in all
respects or all material respects (as the case may be) 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; and
(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)
accurate, complete and true in all material respects and not misleading or deceptive and
that there is no material breach 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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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 issued share capital of our Company was
RMB399,600,000, comprising 399,600,000 A Shares of nominal value RMB1.00 each.
UPON THE COMPLETION OF THE GLOBAL OFFERING
Immediately following the completion of the Global Offering, 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
A Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118399,600,000 89.45%
H Shares to be issued under the Global Offering /H1118/H1118/H111847,130,200 10.55%
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/H1118446,730,200 100.00%
OUR SHARES
Upon completion of the Global Offering, the Shares will consist of A Shares and H Shares.
A Shares and H 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 investors of the PRC.
Shanghai-Hong Kong Stock Connect has established a stock connect mechanism between the
PRC and Hong Kong. Our A Shares can be subscribed for and traded by investors in the PRC,
qualified foreign institutional investors or qualified foreign strategic investors and must be traded
in Renminbi. As our A Shares are eligible securities under the Northbound Trading Link, they can
also be subscribed for and traded by Hong Kong and other overseas investors pursuant to the rules
and limits of Shanghai-Hong Kong Stock Connect. If our H Shares are eligible securities under the
Southbound Trading Link, they can also be subscribed for and traded by investors in the PRC in
accordance with the rules and limits of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong
Kong Stock Connect.
A 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
Renminbi (as the case may be), or in the form of H Shares.
NO CONVERSION OF OUR A SHARES INTO H SHARES FOR LISTING AND TRADING
ON THE HONG KONG STOCK EXCHANGE
A Shares and H Shares are generally neither interchangeable nor fungible, and the market
prices of our A Shares and H Shares may be different after the Global Offering. The Guidelines on
Application for “Full Circulation” of Domestic Unlisted Shares of H-share Companies ( Hʮ̡
΅͡ሗ“ஷ”ˏ) announced by the CSRC are not applicable to companies
dual listed in the PRC and on the Hong Kong Stock Exchange. As of the Latest Practicable Date,
there were no relevant rules or guidelines from the CSRC providing that A Shareholders may
convert A Shares held by them into H Shares for listing and trading on the Hong Kong Stock
Exchange.
SHARE CAPITAL
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APPROV AL FROM HOLDERS OF A SHARES REGARDING THE GLOBAL OFFERING
We have obtained approval from our A Shareholders to issue H Shares and seek the listing of
the H Shares on the Hong Kong Stock Exchange. Such approval was obtained at the general meeting
of our Company held on December 31, 2024 and is subject to the following conditions:
(i) Size of the Offer
The proposed number of H Shares to be offered initially shall not exceed 25% of the total
issued number of Shares as enlarged by the H Shares to be issued pursuant to the Global Offering.
(ii) Method of Offering
The method of offering shall be by way of a public offer for subscription in Hong Kong and
an international offering to institutional and professional investors.
(iii) Target Investors
The H Shares shall be issued to Hong Kong public investors, other overseas investors who
meet the relevant requirements, qualified domestic investors eligible to invest in overseas securities
according to the laws and regulations of the PRC and other investors who comply with the relevant
regulatory requirements.
(iv) Price Determination Basis
The issue price of the H Shares will be determined after due consideration of the interests of
existing Shareholders, the acceptance of investors and issuance risks and in accordance with
international practices through the demands for orders and book building process, subject to the
domestic and overseas capital market conditions and by reference to the valuation level of
comparable companies in domestic and overseas markets.
(v) Valid Period
The issue of H Shares and listing of H Shares on the Hong Kong Stock Exchange shall be
completed within 18 months from the date when the Shareholders’ meeting was held on December
31, 2024.
There is no other approved offering plan for any other Shares except for the Global Offering.
PRE-IPO EQUITY INCENTIVE PLAN
We adopted the Pre-IPO Equity Incentive Plan and established the Employee Incentive
Platforms. See “Statutory and General Information — Pre-IPO Equity Incentive Plan” in Appendix
IV to this Prospectus for further details.
SHAREHOLDERS’ GENERAL MEETING
See “Summary of Articles of Association” in Appendix III to this Prospectus for details of
circumstances under which our general Shareholders’ meeting is required.
SHARE CAPITAL
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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 Hong Kong Financial Reporting Standards, which may differ in material aspects from
generally accepted accounting principles in other jurisdictions, including the United States.
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. Discrepancies between totals and sums of amounts listed in this section in any
table or elsewhere in this document may be due to rounding.
OVERVIEW
We are a pharmaceutical company in China recognized for our ability to innovate in drug
development and for our end-to-end operational capabilities from drug discovery to commercial
sales. Our pipeline focuses on oncology and age-related diseases, which pose significant health
risks globally with unmet clinical needs. We have built a competitive pipeline portfolio consisting
of 4 commercialized products and 10 drug candidates (1 in NDA stage, 8 in clinical stage and 1 in
preclinical stage) with various modalities. These drugs focus on oncology and age-related diseases
in areas such as immunology, ophthalmology and orthopedics. Our Core Product 9MW2821 (BFv),
an Nectin-4 targeting ADC, is one of the products of our ADC technologies and our expertise in the
field. As of the Latest Practicable Date, 9MW2821 was the most advanced among all Nectin-4
targeting ADCs for UC developed in China in terms of clinical development stage and only second
to Padcev, the only FDA-approved Nectin-4 targeting ADC globally, according to Frost & Sullivan.
9MW2821 was also the first Nectin-4 targeting ADC globally to enter a pivotal Phase III trial for
cervical cancer, according to the same source.
BASIS OF PRESENTATION AND PREPARATION
Our consolidated financial information has been prepared in accordance with Hong Kong
Financial Reporting Standards (“ HKFRSs ”) (which include all Hong Kong Financial Reporting
Standards, Hong Kong Accounting Standards (“ HKASs ”) and Interpretations) issued by the Hong
Kong Institute of Certified Public Accountants (“ HKICPA ”), and accounting principles generally
accepted in Hong Kong. All HKFRSs effective for the accounting period commencing from January
1, 2025 together with the relevant transitional provisions, have been adopted by us in the
preparation of the consolidated financial information for the Track Record Period. Our consolidated
financial information is presented in RMB and all values are rounded to the nearest thousand except
when otherwise indicated. The preparation of the consolidated financial information in conformity
with HKFRSs requires the use of certain critical accounting estimates. It also requires our
management to exercise its judgment in the process of applying our accounting policies.
FINANCIAL INFORMATION
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SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Development and Commercialization of Our Pipeline Products
Our business and results of operations depend on our ability to successfully develop and
commercialize our drug candidates. For pipeline products that we license out certain rights,
including commercialization rights, in certain jurisdictions to collaborators, our results of
operations will likely depend on the collaborators’ promotional and marketing efforts once those
products are approved in the relevant jurisdictions. As of the Latest Practicable Date, we had built
a competitive pipeline portfolio consisting of 4 commercialized products and 10 drug candidates (1
in NDA stage, 8 in clinical stage and 1 in preclinical stage). A substantial part of our pipeline
programs revolves around therapies for oncology and age-related diseases.
While we have generated revenue from the sales of several commercialized products, our Core
Product 9MW2821 and other pipeline products have not been approved for commercial sale. We
expect to incur significant R&D costs and further advance the pipeline products to the
commercialization stage over the coming years. However, our ability to generate revenue from our
pipeline products to cover R&D costs and other expenses will depend on our ability to obtain
regulatory approvals, secure adequate manufacturing capacity, collaboration with competent
third-party partners, as well as making our products accessible to, affordable for and accepted by
the addressable patient population in need of high-quality products that bring comprehensive
benefits for oncology and age-related diseases.
Our Cost Structure
Our results of operations are significantly affected by our cost structure, of which our R&D
costs are a major component. We believe our ability to successfully develop drug candidates is the
primary factor affecting our long-term competitiveness, as well as our future growth and
development. Developing quality drug candidates requires significant investments of financial
resources over a prolonged period of time, and a core part of our strategy is to continue making
sustained investments in this area. As a result of this commitment, we have invested a significant
amount of financial resources in R&D to advance and expand our pipeline of clinical- and
preclinical-stage drug candidates. The R&D costs we incurred in 2024 and 2025 amounted to
RMB782.9 million and RMB977.0 million, respectively. We expect our R&D costs to continue to
be a major component in our cost structure. We expect our cost structure to evolve as we continue
to develop and expand our business. Beyond R&D costs, we anticipate increasing legal, compliance,
accounting, insurance and investor and public relations expenses associated with being a public
company in Hong Kong.
Funding for Our Operations
During the Track Record Period, we funded our operations primarily through debt financing.
Going forward, in the event of the further successful commercialization of our pipeline products,
we expect to primarily fund our operations with revenue generated from sales of the
commercialized drug products. 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.
MATERIAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING
JUDGEMENTS AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations is based on
our financial statements, which have been prepared in accordance with accounting principles that
conform with HKFRSs. The preparation of these financial statements requires us to make estimates,
assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs
FINANCIAL INFORMATION
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and expenses. We evaluate our estimates and judgments on an ongoing basis, and our actual results
may differ from these estimates. We base our estimates on historical experience, known trends and
events, contractual milestones and other various factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Our material accounting
policies and estimates, which are important for an understanding of our financial condition and
results of operations, are set forth in detail in Notes 2 and 3 to the Accountants’ Report in Appendix
I to this Prospectus.
DESCRIPTION OF SELECTED COMPONENTS OF CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
The following table sets forth our consolidated statements of profit or loss for the periods
indicated:
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/H1118/H1118199,622 658,694
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(30,388) (62,323)
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/H1118169,234 596,371
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,393 49,510
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(191,672) (225,257)
Research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(782,869) (976,961)
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(218,248) (279,474)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,246) (21,701)
Reversal of impairment/(impairment) on financial assets,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,225) 2,526
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(57,780) (90,846)
Share of losses of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,058) (10,562)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,047,471) (956,394)
Income tax (expense)/credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118907 (15,864)
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(1,046,564) (972,258)
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(1,043,919) (969,334)
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(2,645) (2,924)
(1,046,564) (972,258)
Revenue
In 2024 and 2025, we recorded revenue of RMB199.6 million and RMB659.0 million,
respectively. During the Track Record Period, our revenue was derived from (i) our sales of
pharmaceutical products primarily to third-party distributors in China, who are our direct customers
and are responsible for on-selling and delivering our products generally to hospitals and
pharmacies, and (ii) out-licensing revenue. For additional information about our distributorship, see
“Business — Commercialization, Marketing and Business Development — Distributorship.” Our
revenue from sales of pharmaceutical products was RMB144.6 million and RMB250.1 million in
2024 and 2025, respectively. The following table sets forth the breakdowns of our revenue by nature
for the periods indicated.
FINANCIAL INFORMATION
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For the Y ear Ended December 31,
2024 2025
(RMB in thousands except for percentages)
Sale of pharmaceutical products /H1118/H1118/H1118/H1118144,592 72.4% 250,132 38.0%
Out-licensing revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,030 27.6% 408,562 62.0%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118199,622 100.0% 658,694 100.0%
The vast majority of our out-licensing revenue in 2025 were derived from upfront or milestone
payments received from Qilu and Disc, which was non-recurring in nature.
Cost of Sales
In 2024 and 2025, our cost of sales was RMB30.4 million and RMB62.3 million, respectively.
Our cost of sales consists of cost mainly related to the material and staff involved in the
manufacturing of our pharmaceutical products. The following table sets forth components of our
cost of sales.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands except for percentages)
Direct material cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,810 48.7% 27,332 43.9%
Direct staff cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,031 6.7% 4,254 6.8%
Manufacturing cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,904 26.0% 25,020 40.1%
Others* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,643 18.6% 5,717 9.2%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,388 100.0% 62,323 100.0%
* Our other cost of sales primarily include technical service costs and tax and surcharge.
Gross Profit
Our gross profit represents our revenue less our cost of sales. In 2024 and 2025, our gross
profit was RMB169.2 million and RMB596.4 million, respectively. The fluctuation of our gross
profit was primarily driven by the fluctuation of the revenue we recognized.
Other Income and Gains
Our other income and gains primarily consists of (i) bank interest income, (ii) government
grants, (iii) fair value gains on financial assets measured at fair value through profit and loss
(“FVTPL ”), and (iv) investment income from financial assets measured at amortized cost. The
following table sets forth a breakdown of our other income and gains for the periods indicated.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Other income
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/H1118/H111820,917 7,609
Investment income from financial assets measured 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/H1118809 176
FINANCIAL INFORMATION
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For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Government grants related to /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– 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/H11181,299 2,812
– income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,714 30,791
Investment income from financial assets measured at
amortised 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/H11182,030 785
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118192 6,016
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/H111851,961 48,189
Gains
Fair value gain on financial assets measured at fair value
through profit or loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118149 707
Fair value gain on financial liabilities 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– 415
Gain on disposal of items of property, plant and
equipment and right-of-use assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 199
Foreign exchange differences, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118283 –
Total gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118432 1,321
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/H111852,393 49,510
Our government grants mainly represent incentives we received from the local governments.
Such incentives are generally one-off in nature and granted primarily for compensating expenditure
arising from our various R&D activities, as well as our general business operations. Fair value gains
on financial assets measured at FVTPL mainly represents gains resulting from changes in the fair
value of our structured deposits and wealth management products purchased from reputable banks.
Selling and Distribution Expenses
During the Track Record Period, our selling and distribution expenses consisted of (i) salaries
and benefits for our staff, including wages, bonus, social insurance and other welfare, (ii) marketing
fee primarily in relation to our commercialized pharmaceutical products, (iii) depreciation and
amortization expenses, (iv) office and travel expenses, (v) equity settled share-based payments, and
(vi) others. The following table sets forth a breakdown of our selling and distribution expenses for
the periods indicated.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands except for percentages)
Salaries and benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111,246 58.0% 107,790 47.9%
Marketing fee (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,260 30.4% 94,525 42.0%
Depreciation and amortization
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,207 1.7% 2,424 1.1%
Office and travel expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,189 5.3% 9,154 4.1%
Equity settled share-based
payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381 0.2% – 0.0%
Others (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,389 4.4% 11,364 5.0%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191,672 100.0% 225,257 100.0%
FINANCIAL INFORMATION
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Notes:
(1) The details of the marketing fees for our commercialised products are shown in the table below.
For the Y ear Ended December 31,
Product Nature of fee-incurring activities 2024 2025
(RMB in thousands)
Junmaikang /H1118/H1118/H1118/H1118Conference and public speech 2,821 1,987
Business development and commercial promotion 4,695 22,498
Mailishu /H1118/H1118/H1118/H1118/H1118/H1118Conference and public speech 27,864 16,400
Business development and commercial promotion 18,017 48,591
Maiweijian /H1118/H1118/H1118/H1118/H1118Conference and public speech 1,339 250
Business development and commercial promotion 3,525 4,462
Mailisheng /H1118/H1118/H1118/H1118Conference and public speech – 47
Business development and commercial promotion – 47
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118Conference and public speech – –
Business development and commercial promotion – 243
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Conference and public speech 32,023 18,684
Business development and commercial promotion 26,237 75,841
“Others” in the above table primarily involves the marketing of iTEAR Neurostimulator (iTEAR ດӎ®), which is a
medical device that enhances the user’s tear secretion to relieve dry eye symptoms. It is the only medical device sold
by us during the Track Record Period. We started to generate revenues from sales of this medical device in June 2025.
Our PRC Legal Adviser confirms that, during the Track Record Period and up to the Latest Practicable Date, we have
not been subject to any administrative penalties imposed by competent authorities for being deemed to have engaged
in unfair competition or for violations of the Interim Provisions of the State Administration for Industry and
Commerce on Prohibiting Commercial Bribery ()o rt h e
Anti-Unfair Competition Act () in connection with the payment of such marketing fees.
(2) Our other selling and distribution expenses mainly include service fees and storage costs.
Research and Development Costs
During the Track Record Period, our R&D costs consisted of (i) clinical research and technical
service fee, (ii) salaries and benefits for our staff, (iii) equity settled share-based payments, (iv)
laboratory material costs, (v) depreciation and amortization expenses, and (vi) others. The
following table sets forth a breakdown of our R&D costs for the periods indicated.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands except for percentages)
Clinical research and technical
service fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118341,590 43.7% 484,739 49.6%
Salaries and benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118197,557 25.2% 213,898 21.9%
Equity settled share-based
payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,358 2.3% 62 0.0%
Laboratory material costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,870 10.2% 88,178 9.0%
Depreciation and amortization
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,980 12.5% 137,588 14.1%
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,514 6.1% 52,496 5.4%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118782,869 100.0% 976,961 100.0%
In 2024 and 2025, we recorded R&D costs attributable to our Core Product of RMB215.8
million and RMB298.7 million, respectively, representing 18.1% and 20.2% of our total operating
expenses (i.e., the sum of R&D costs, selling and distribution expenses, and administrative
expenses) in the corresponding periods, respectively. Our R&D costs for our Core Product during
FINANCIAL INFORMATION
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--- page 276 ---
the Track Record Period were primarily used for its clinical development and materials. The
following table sets forth the R&D costs incurred for our Core Product 9MW2821 during the Track
Record Period by development stage.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Phas e I & Phase II (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/H111841,101 58,240
Phase III (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,058 115,519
CMC and others (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877,668 124,927
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/H1118215,827 298,686
Notes:
(1) The breakdown of R&D expenses in Phase I and II is shown below.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Salaries and benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,027 7,849
Clinical research and technical service costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,316 47,661
Depreciation and amortization expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118851 392
Experimental materials costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 1,295
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/H1118898 1,044
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,101 58,240
(2) The breakdown of R&D expenses in Phase III is shown below.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Salaries and benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,984 23,186
Clinical research and technical service costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,647 84,094
Depreciation and amortization expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,002 615
Experimental materials costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118408 1,084
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/H11181,017 6,540
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/H111897,058 115,519
(3) The costs for CMC refer to the costs incurred for manufacturing process research and clinical sample production. The
costs for others refer to the costs incurred for non-clinical research and new drug registration. The costs for CMC and
others were incurred in clinical stages only, as the preclinical stage ended in October 2021 before the Track Record
Period.
Administrative Expenses
During the Track Record Period, our administrative expenses consisted of (i) salaries and
benefits for our staff, including wages, bonus, social insurance and other welfare, (ii) depreciation
and amortization expenses, (iii) consulting fee, (iv) office and travel expenses, (v) equity settled
share-based payments, (vi) listing expenses and (vii) others. The following table sets forth a
breakdown of our administrative expenses for the periods indicated.
FINANCIAL INFORMATION
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--- page 277 ---
For the Y ear Ended December 31,
2024 2025
(RMB in thousands except for percentages)
Salaries and benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,281 51.5% 129,286 46.3%
Depreciation and amortization
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,622 13.1% 69,817 25.0%
Office and travel expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,105 7.4% 21,652 7.7%
Equity settled share-based
payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,077 4.6% 49 0.0%
Consulting fee (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,684 4.4% 13,683 4.9%
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,613 1.2% 857 0.3%
Others (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,866 17.8% 44,130 15.8%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118218,248 100.0% 279,474 100.0%
Notes:
(1) Our consulting fee payments were made to, among others, audit firms for auditing and valuation services, to
consulting firms for consulting services over historical financing and law firms for legal related works.
(2) Our other administrative expenses mainly include utility charges, service fees and repair costs.
Other Expenses
During the Track Record Period, our other expense was primarily attributable to the
impairment loss of inventories and other intangible assets, other consumables and exchange loss.
Impairment Loss and Reversal of Impairment Losses on Financial assets, Net
We recorded impairment losses on financial assets of RMB2.2 million, and reversal of
impairment losses on financial assets of RMB2.5 million, in 2024 and 2025, respectively, primarily
attributable to the provision made with respect to receivables with certain customers and subsequent
collection from them.
Finance Costs
During the Track Record Period, our finance costs consisted of (i) interest on bank loans, net
of interest capitalized, (ii) interest on loans from financial institutions, (iii) interest on repurchase
obligation, (iv) interest on corporate bonds and (v) interest on lease liabilities. The following table
sets forth the components of our finance costs for the periods indicated.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Interest on bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,814 71,555
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/H11187,655 6,584
Interest on repurchase obligation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,085
Interest on loans from financial institutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,424
Interest on corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,664
Total interest expense on financial liabilities not measured
at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877,469 93,312
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(19,689) (2,466)
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/H111857,780 90,846
FINANCIAL INFORMATION
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Income Tax
We are subject to income tax on an entity basis on profits arising in or derived from the
jurisdictions in which members of our Group are domiciled and operate.
Chinese Mainland
Pursuant to the Enterprise Income Tax Law of the PRC and the respective regulations (the
“EIT Law ”), the subsidiaries which operate in Chinese Mainland are subject to EIT at a rate of 25%
on the taxable income during the Track Record Period. The Company and three of the Group’s PRC
subsidiaries, namely Beijing Kohnoor, Mabwell Health Pharmaceutical and T-mab Bio Pharma were
accredited as a “High and New Technology Enterprise” under the relevant tax rules and regulations
in 2022 and 2025. Nanjing NovoAcine was accredited as a “High and New Technology Enterprise”
in 2023. The Company and these subsidiaries entitled to a reduced preferential EIT rate of 15%
during the Track Record Period. This qualification is subject to review by the relevant tax authority
in the PRC for every three years.
Hong Kong
The subsidiary incorporated in Hong Kong is subject to Hong Kong profits tax at the statutory
rate of 16.5% on any estimated assessable profits arising in Hong Kong during the Track Record
Period. The first HK$2,000,000 of assessable profits of each subsidiary are taxed at 8.25% and the
remaining assessable profits are taxed at 16.5% during the Track Record Period.
The United States of America
The subsidiaries incorporated in United States are subject to statutory federal corporate
income tax at a rate of 21%. They are also subject to the state income tax. Mabwell U.S. was
incorporated in the state of California, where the State income tax rate is 8.84%. Destiny Biotech
LLC was incorporated in the state of Maryland, where the State income tax rate is 8.25%. Taxes on
profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries (or
jurisdictions) in which the Group operates.
During the Track Record Period and up to the Latest Practicable Date, we paid all relevant
taxes that were applicable to us and due and had no disputes or unresolved tax issues with relevant
tax authorities.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
Y ear Ended December 31, 2025 Compared to Y ear Ended December 31, 2024
Revenue
Our revenue increased from RMB199.6 million in 2024 to RMB658.7 million in 2025
primarily due to an increase in out-licensing revenue from upfront or milestone payments received
from Qilu and Disc as well as an increase in sales of Mailishu.
Cost of Sales
Our cost of sales increased from RMB30.4 million in 2024 to RMB62.3 million in 2025
primarily due to the increased sales of Mailishu in 2025.
Gross Profit
As a result of the foregoing, our gross profit increased from RMB169.2 million in 2024 to
RMB596.4 million in 2025.
FINANCIAL INFORMATION
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Other Income and Gains
Our other income and gains decreased from RMB52.4 million in 2024 to RMB49.5 million in
2025 primarily due to a decrease of bank interest income by RMB13.3 million resulting from a
decrease in the average balance of our bank deposits and the lower interest rates in 2025, partially
offset by an increase of government grants by RMB5.6 million.
Selling and Distribution Expenses
Our selling and distribution expenses increased from RMB191.7 million in 2024 to RMB225.3
million in 2025, primarily due to an increase of marketing fee from RMB58.3 million in 2024 to
RMB94.5 million in 2025 due to the increased commercialization efforts for our commercialized
products.
Research and Development Costs
Our R&D costs increased from RMB782.9 million in 2024 to RMB977.0 million in 2025,
primarily due to (i) an increase of RMB8.3 million in laboratory material costs and RMB143.1
million in clinical research and technical service fees, as several of our drug candidates entered
pivotal clinical trials which normally incur higher costs than other development stages, and (ii) an
increase of RMB39.6 million in depreciation and amortization expenses. The increase was partially
offset by a decrease of equity settled share-based payments of RMB18.3 million.
Administrative Expenses
Our administrative expenses increased from RMB218.2 million in 2024 to RMB279.5 million
in 2025, primarily due to an increase of RMB17.0 million in salaries and benefits and an increase
of RMB41.2 million depreciation and amortization expenses, partially offset by a decrease of equity
settled share-based payments of RMB10.0 million.
Finance Costs
Our finance costs increased from RMB57.8 million in 2024 to RMB90.8 million in 2025,
primarily due to an increase of interest on repurchase obligation by RMB7.1 million, an increase
of interest on corporate bonds by RMB3.7 million, and a decrease of interest capitalized by
RMB17.2 million.
Loss for the Y ear
For the reasons described above, our loss for the year decreased from RMB1,046.6 million in
2024 to RMB972.3 million in 2025.
DISCUSSION OF CERTAIN SELECTED ITEMS FROM THE CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
As of December 31,
2024 2025
(RMB in thousands)
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,570,328 2,517,239
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/H11181,705,180 2,038,602
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/H11181,541,714 2,258,604
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,178,015 1,764,235
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,466 (220,002)
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/H11181,555,779 533,002
FINANCIAL INFORMATION
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--- page 280 ---
As of December 31,
2024 2025
(RMB in thousands)
Equity attributable to owners of the parent
– Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118399,600 399,600
– Treasury 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– (49,995
– 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/H11181,169,278 (98)
1,568,878 349,507
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(13,099) 183,495
TOTAL EQUITY /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,555,779 533,002
The following table sets forth our current assets and current liabilities as of the dates
indicated.
As of December 31,
As of
February 28,
2024 2025 2026
(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/H1118211,682 187,897 192,421
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,344 99,789 62,904
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/H1118258,754 222,627 285,813
Financial assets measured 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/H11183,773 – 6,969
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118733 1,718 2
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,191,894 1,526,571 1,425,469
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,705,180 2,038,602 1,973,578
Current Liabilities
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/H1118100,234 197,097 126,178
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118371,506 680,807 703,048
Due to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108 12,935 13,269
Derivative financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,097 2,682 2,682
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,035,253 1,327,598 1,461,708
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,516 34,616 41,213
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,869 5,067
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,541,714 2,258,604 2,353,165
NET CURRENT ASSETS/(LIABILITIES) /H1118/H1118/H1118163,466 (220,002) (379,587)
Our net current assets of RMB163.5 million as of December 31, 2024 changed to net current
liabilities of RMB220.0 million as of December 31, 2025, primarily due to an increase in other
payables due to (i) increase in contract liabilities of RMB273.6 million as a results of advance
received for sales of pharmaceutical products and for out-licensing agreements and (ii) increase in
other payables of RMB151.7 million under finance lease agreements and an increase in
interest-bearing bank borrowings to support our operations. Our net current liabilities further
increased to RMB379.6 million as of February 28, 2026, primarily due to a decrease in cash and
cash equivalents and an increase in interest-bearing bank borrowings to support our operations.
FINANCIAL INFORMATION
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--- page 281 ---
We intend to implement the following measures to improve our current position, including (i)
actively advancing the collaborations with our business partners to increase revenue from milestone
payments and decrease our contract liabilities in relation to upfront payments, (ii) exploring debt
financing opportunities from various channels and optimizing our loan portfolio by switching to
more long-term borrowings, and (iii) increasing the sales of commercialized drug products.
Property, plant and equipment
Our property, plant and equipment primarily consists of buildings, plant and machinery, office
and electronic equipment, motor vehicles, construction in progress and leasehold improvements.
Our property, plant and equipment decreased from RMB1,900.7 million as of December 31,
2024 to RMB1,847.3 million as of December 31, 2025 primarily attributable to the decrease of
RMB86.4 million, RMB35.0 million and RMB38.0 million in the value of our plant and machinery,
electronic equipment, and buildings, respectively, primarily as a result of the depreciation in 2025
and was partially offset by the RMB107.5 million increase in the value of our construction in
progress.
As of December 31, 2024 and 2025, no indicators of the impairment for our non-financial
assets were identified because (i) our non-financial assets were no obsolete or physically damage,
and (ii) our actual losses in 2024 did not exceed the estimated losses.
Right-of-use assets
Our right-of-use assets are primarily related to our leased office premises used in our
operations. Leases of office premises generally have lease terms between 1.16 and 10.58 years. Our
right-of-use assets decreased from RMB292.0 million as of December 31, 2024 to RMB259.6
million as of December 31, 2025 primarily due to depreciation charge of RMB34.7 million in 2025.
Goodwill
The net carrying amount of our goodwill remained stable at RMB118.8 million as of
December 31, 2024 and 2025. During the Track Record Period, we did not record impairment loss
on our goodwill. Goodwill is monitored by us at the level of the cash-generating units, whose
recoverable amount has been determined based on value-in-use calculations using pre-tax cash flow
projections, which is based on the financial budgets approved by our management. Given we
estimate that stable sales will be reached in 2031, the forecast periods as of December 31, 2024 and
2025 amounted to 7 and 6 years, respectively. This reflects the long cycle of drug R&D from Phase
I to commercialization, and stable sale of the drug may only be reached after commercialization.
Impairment Testing of Goodwill
We had provided full impairment in relation to goodwill resulted from the acquisition of
Destiny Biotech and Nanjing NovoAcine prior to the beginning of the Track Record Period.
Goodwill of RMB118.8 million resulted from the acquisition of T-mab Bio Pharma in September
2017 to further expand our market share of ADC drugs and antibody drugs. The cash flows
generated from each subsidiary acquired are independent from those of our other subsidiaries. We
manage the R&D activities of each subsidiary separately. Therefore, goodwill is monitored by our
management at the level of the cash-generating units of T-mab Bio Pharma. The recoverable amount
of the cash-generating units has been determined based on value-in-use calculations using pre-tax
cash flow projections, which is based on financial budgets approved by the management.
As of December 31,
2024 2025
Pre-tax discount 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/H111815.55% 16.08%
Forecast periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.00 6.00
Terminal growth 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/H11180% 0%
FINANCIAL INFORMATION
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--- page 282 ---
The following describes each key assumption on which management has based its cash flow
projections to undertake impairment testing of goodwill for the T-mab Bio Pharma cash-generating
units as of December 31, 2024 and 2025. Pre-tax discount rate: the discount rate is a pre-tax rate
that reflects current market assessments of the time value of money and the risks specific to the
asset for which the future cash flow estimates have not been adjusted. Terminal growth rate: the
basis is determined with reference to the long-term Customer Price Index of China and the nature
of the business. Based on the result of impairment assessment, there was no impairment on the
goodwill for the T-mab Bio Pharma as of December 31, 2024 and 2025.
Sensitivity to changes in key assumptions:
Our management has performed sensitivity test by decreasing 1% of revenue growth rates in
the budget period or increasing 1% of pre-tax discount rate, with all other assumptions held
constant. The impacts on the amount by which the cash-generating units ’s recoverable amount
above its carrying amount (headroom) are as follows:
As of December 31,
2024 2025
(RMB in thousands)
Recoverable amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,408,670 3,269,342
Carrying amount of the cash-generating unit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,547,240 1,537,380
Headroom /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,861,430 1,731,962
Impact by decreasing expected revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(37,340) (95,821)
Impact by increasing pre-tax discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(283,285) (237,647)
Considering there was still sufficient headroom based on the assessment, management
believes that a reasonably possible change in the above key parameters would not cause the carrying
amount of the cash-generating units to exceed its recoverable amount.
Other intangible assets
Our other intangible assets include computer software related to our business operations, as
well as patents and licenses. The net carrying amount of our other intangible assets decreased from
RMB19.4 million as of December 31, 2024 to RMB15.7 million as of December 31, 2025, primarily
attributable to the amortization of our software and patents.
Investments in associates
The net carrying amount of our investments in associates increased from RMB46.7 million as
of December 31, 2024 to RMB91.1 million as of December 31, 2025, primarily due to our increased
investments in associates.
Prepayments, other receivables and other assets
Our prepayments, other receivables and other assets primarily consisted of (i) deductible
value-added tax, (ii) prepayments, and (iii) deposits and other receivables. 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:
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/H1118/H1118/H111833,421 7,417
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 8,362
Deductible value-added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118149,336 164,874
192,757 180,653
FINANCIAL INFORMATION
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--- page 283 ---
As of December 31,
2024 2025
(RMB in thousands)
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/H1118/H1118/H111872,412 21,430
Financial assets measured at amortized cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,872 –
Deductible value-added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,068 41,958
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,689 125,379
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,323 33,699
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 2,243
264,399 224,709
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,645) (2,082)
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/H1118258,754 222,627
Our prepayments, other receivables, and other assets decreased from RMB451.5 million as of
December 31, 2024 to RMB403.3 million as of December 31, 2025, primarily attributable to a
decrease in prepayments and a decrease in financial assets measured at amortized costs resulting
from purchase of government bonds, partially offset by an increase in non-current deductible
value-added taxes. As of February 28, 2026, RMB13.8 million, or 3.4% of our prepayments, other
receivables and other assets as of December 31, 2025 had been consumed.
Inventories
Our inventories primarily consisted of raw materials, work in progress and finished goods.
Our inventories decreased from RMB211.7 million as of December 31, 2024 to RMB187.9 million
as of December 31, 2025, primarily due to the consumption of raw materials in production and
R&D.
As of December 31,
2024 2025
(RMB in thousands)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,393 57,058
Work 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/H1118/H1118/H1118/H1118/H1118/H1118104,092 103,677
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,197 27,161
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/H1118211,682 187,897
As of February 28, 2026, RMB22.8 million, or 10.8% of our inventories as of December 31,
2025 had been consumed. We believe there are no material recoverability issues for our inventories,
given that (i) the stable nature of current market demand for our marketed products provides a solid
basis for our outlook on the recoverability of our inventory; (ii) we had not recognized any material
impairment loss caused by the utilization of inventories that have materially and adversely affected
our business operations during the Track Record Period; and (iii) we have implemented an effective
inventory management system which monitors stages of the warehousing process, ensuring optimal
oversight and control. Moreover, we believe there is no recoverability issue for our work in progress
because, by the end of December 31, 2025, the age of our inventories was mostly within two years
and there was no denosumab bulk solution with a pending expiry date. Moreover, the shelf life of
our bulk solutions is usually two or three years. After the filling process, the bulk solution will be
made into a preparation, and its shelf life is also usually two or three years but will ultimately be
determined through stability studies. We made provisions for our inventories to the net realizable
value if their expected net realizable value is lower than the cost of the inventories. As of December
31, 2024 and 2025, the balances of provision of inventory impairment were RMB17.0 million and
RMB22.8 million, respectively, which we believe to be adequate by taking into account the factors
including the expiry dates of the inventories and the expected future demand of relevant products.
FINANCIAL INFORMATION
– 274 –


--- page 284 ---
The following table sets forth an aging analysis of our inventories as of the dates indicated.
As of December 31,
2024 2025
(RMB in thousands)
Less than 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/H1118127,626 72,374
1-2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,293 87,094
2-3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,818 39,954
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,900 11,279
228,637 210,701
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,955) (22,804)
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/H1118211,682 187,897
Trade receivables
Our trade receivables primarily related to sales of pharmaceutical products. The following
table sets forth the details of our trade receivables as of the dates indicated.
As of December 31,
2024 2025
(RMB in thousands)
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/H111838,401 100,884
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(57) (1,095)
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/H111838,344 99,789
Our trade receivables increased from RMB38.3 million as of December 31, 2024, to RMB99.8
million as of December 31, 2025, generally in line with the increased sales of our pharmaceutical
products. The following table sets forth an aging analysis of our trade receivables as of the dates
indicated.
As of December 31,
2024 2025
(RMB in thousands)
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/H111838,344 99,789
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/H111838,344 99,789
The trade receivables turnover days were 79 days and 103 days in 2024 and 2025,
respectively. The increase in 2025 was primarily due to the increase in the average of trade
receivable balances, which was in line with the increase in revenue from sales of pharmaceutical
products. We calculate the trade receivables turnover days using the average of the opening and
ending trade receivable balances for the period, divided by the credit sales of pharmaceuticals for
the relevant period, multiplied by the number of days for the relevant period. As of February 28,
2026, RMB68.2 million, or 67.7% of our trade receivables as of December 31, 2025 had been
subsequently settled.
FINANCIAL INFORMATION
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Financial assets measured at FVTPL
Our financial assets measured at FVTPL during the Track Record Period represents the
structured deposits and wealth management products purchased from reputable banks. They were
mandatorily classified as financial assets measured at fair value through profit or loss as their
contractual cash flows are not solely payments of principal and interest. As of December 31, 2024
and 2025, we had financial assets measured at FVTPL of RMB3.8 million (consisting of wealth
management products) and RMB4.0 million (consisting of derivative financial assets), respectively.
With regards to the purchase of wealth management products, we have formulated the
investment policy of diversifying risks and generating steady returns on the premise of ensuring the
safety of funds. Our finance director and the finance department are mainly responsible for making,
implementing and supervising our investment decisions. We have implemented the following
treasury policies and internal authorization controls: We have formulated the internal control
measures to control our process of investment in wealth management products; Our Board
authorizes and supervises the finance director to approve through a strict review and decision-
making process, and our finance director is responsible for the approval of our material investments
in wealth management products; Our finance department is responsible for the analysis and research
of investments in wealth management products, as well as the long-term routine management of
such investments; and Investments in wealth management products could be made when we have
surplus cash that is not required for our short-term working capital purposes and in no event beyond
the amount authorized by our senior management team.
Prior to making an investment, we evaluate the sufficiency of our remaining working capital
for our business needs, operating activities, R&D and capital expenditures following the proposed
investment. We adopt a prudent approach in selecting financial assets. Our investment strategy
related to financial assets focuses on minimizing the financial risks by reasonably and
conservatively matching the maturities of the portfolio to anticipated operating cash needs, while
generating desirable investment returns for the benefits of our shareholders. We make investment
decisions related to financial assets on a case-by-case basis after thoroughly considering a number
of factors, including the macro-economic environment, general market conditions, risk control and
credit of invested subjects, our own working capital conditions, and the expected profit or potential
loss of the investment. To control our risk exposure, we have in the past sought and may continue
in the future to seek other low-risk wealth management products.
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 bank balance
Our cash and bank balance increased from RMB1,191.9 million as of December 31, 2024 to
RMB1,526.6 million as of December 31, 2025 which is in line with our use of cash for business
operations. For an analysis on cash flows during the Track Record Period, see “— Liquidity and
Capital Resources.”
Trade payables
Our trade payables primarily related to our purchases of materials and third-party contracting
services in relation to our R&D activities. Our trade payables increased from RMB100.2 million as
of December 31, 2024 to RMB197.1 million as of December 31, 2025. The following table sets
forth an aging analysis of our trade payables based on the invoice date as of the dates indicated.
As of December 31,
2024 2025
(RMB in thousands)
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/H1118100,234 197,097
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/H1118100,234 197,097
FINANCIAL INFORMATION
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Our trade payables are non-interest-bearing and are typically settled on terms of 30 to 180
days of the invoice date. As of February 28, 2026, RMB108.7 million, or 55.1%, of our trade
payables as of December 31, 2025 had been subsequently settled.
Other payables and accruals
The following table sets forth a breakdown of our other payables and accruals.
As of December 31,
2024 2025
(RMB in thousands)
Non-current:
Deferred government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,074 28,213
Other 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,529 1,035
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20,972
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 51,907
28,603 102,127
Current:
Payable for property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118169,218 130,778
Payroll payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,787 88,641
Other tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,524 18,947
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,010 288,593
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/H111838,792 147,884
Accrued listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,175 5,964
371,506 680,807
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/H1118400,109 782,934
Our other payables and accruals substantially increased from RMB400.1 million as of
December 31, 2024 to RMB782.9 million as of December 31, 2025, primarily attributed to (i) an
increase of contract liabilities from RMB36.0 million as of December 31, 2024 to RMB309.6
million as of December 31, 2025 primarily in relation to the upfront payment we received from
Calico and Kalexo and (ii) an increase in other payables relating to finance lease payables. As of
February 28, 2026, RMB82.4 million, or 10.5% of our other payables and accruals as of December
31, 2025 had been settled.
Lease liabilities
The following table sets forth our lease liabilities as of the dates indicated.
As of December 31,
2024 2025
(RMB in thousands)
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,516 34,616
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142,966 114,038
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/H1118174,482 148,654
Our lease liabilities decreased from RMB174.5 million as of December 31, 2024 to RMB148.7
million as of December 31, 2025, primarily due to our lease payments in 2025.
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 debt financing and sales of our drug
products as the major sources of liquidity during the Track Record Period. During the Track Record
Period, we incurred negative cash flows from our operations and our operating cash outflows
mainly resulted from our R&D costs. We expect to improve our operating cash flows, through
income from the commercialization of our drug products, collaboration arrangements with third
parties, and enhancing our cost management and operating efficiency. In order to bring to fruition
our R&D objectives, we will ultimately need additional funding sources and there can be no
assurances that they will be made available.
Cash Flows
The following table sets forth key items of our consolidated statements of cash flows for the
periods 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(956,443) (290,223)
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(291,555) (199,315)
Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118831,698 791,925
NET (DECREASE)/INCREASE IN CASH AND CASH
EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(416,300) 302,387
Cash and cash equivalents at beginning of year/period /H1118/H1118/H11181,643,633 1,227,566
Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233 (3,614)
CASH AND CASH EQUIV ALENTS AT END OF
YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,227,566 1,526,339
Operating Activities
In 2025, our net cash used in operating activities was RMB290.2 million, which was primarily
attributable to our loss before tax of RMB956.4 million, primarily adjusted for (i) depreciation of
property, plant and equipment of RMB179.5 million, (ii) finance cost of RMB90.8 million, (iii)
increase in other payables and accruals of RMB272.5 million, and (iv) increase in trade payables
of RMB97.1 million. In 2024, our net cash used in operating activities was RMB956.4 million,
which was primarily attributable to our loss before tax of RMB1,047.5 million, primarily adjusted
for (i) depreciation of property, plant and equipment of RMB95.1 million, (ii) finance costs of
RMB57.8 million, (iii) increase in prepayments, other receivables and other assets of RMB56.5
million, (iv) decrease in other payables and accruals of RMB59.6 million, and (v) increase in
inventories of RMB57.9 million.
In view of our net operating cash outflows throughout the Track Record Period, we plan to
improve such position by: Rapidly advancing our pipeline products towards commercialization to
generate revenue from product sales. As we achieve regulatory approvals for more pipeline
products, we expect to generate a steady inflow of cash from sales of pipeline products in the
foreseeable future; entering into collaboration and licensing agreements with major pharmaceutical
FINANCIAL INFORMATION
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companies for the co-development of our pipeline products, and activity pursuing business
development opportunities at every stage of the development of our product candidates; and
adopting comprehensive measures to effectively control our cost and operating expenses. For
example, we plan to continue to regularly evaluate our existing and future arrangements and
actively seek mutually beneficial strategic cooperations to control our R&D costs.
Investing Activities
In 2025, our net cash used in investing activities was RMB199.3 million, primarily as a result
of purchase of property, plant and equipment of RMB157.2 million, purchase of financial assets
measured at FVTPL of RMB225.2 million, and investment in associates of RMB46.6 million,
partially offset by proceeds from redemption of financial assets measured at FVTPL of RMB229.0
million. In 2024, our net cash used in investing activities was RMB291.6 million, primarily as a
result of purchase of property, plant and equipment of RMB313.1 million, purchase of financial
assets measured at FVTPL of RMB209.3 million, and purchase of financial assets at amortized cost
of RMB126.1 million, partially offset by proceeds from redemption of financial assets measured at
FVTPL of RMB220.5 million and proceeds from redemption of financial assets measured at
amortised cost of RMB161.9 million.
Financing Activities
In 2025, we had RMB791.9 million of net cash inflow from financing activities, primarily
attributable to our new bank borrowing of RMB2,465.8 million, proceeds from corporate bonds
with a total principal amount of RMB400.0 million, loans from financial institutions of RMB200.0
million, and capital contribution from non-controlling shareholders of RMB200.0 million, partially
offset by the repayment of bank borrowings of RMB2,230.3 million. In 2024, we had RMB831.7
million of net cash inflow from financing activities, primarily attributable to our new bank
borrowing of RMB3,605.5 million, partially offset by the repayment of bank borrowings of
RMB2,669.1 million.
CASH OPERATING COSTS
The following table sets forth information on our cash operating costs for the periods
indicated.
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
R&D costs
R&D costs for our Core Product
Clinical research and technical service fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144,372 133,099
Salaries and benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,438 43,749
Laboratory material costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,564 13,265
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,058 46,960
R&D costs for our other drug candidates
Clinical research and technical service fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118331,961 180,605
Salaries and benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118179,940 149,423
Laboratory material costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,712 52,179
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,644 89,727
Workforce employment costs
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118262,766 283,761
Product marketing costs (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118124,073 148,831
Direct production costs (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,788 29,897
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/H111853,802 62,445
Non-income taxes (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,434 51,971
FINANCIAL INFORMATION
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Notes:
(1) Mainly included salaries and benefits for employees not in the R&D functions.
(2) Mainly included marketing expenses, business and traveling expenses.
(3) Mainly included raw materials and utilities consumed directly in production.
(4) Mainly included administrative and operating expenses other than salaries and benefits.
(5) Mainly included V A T and tax surcharge.
WORKING CAPITAL CONFIRMATION
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 products, and
the estimated net proceeds from the Listing, as well as our cash burn rate, we have sufficient
working capital to cover at least 125% of our costs, including R&D costs and administrative
expenses for at least the next 12 months from the date of this Prospectus. Our cash burn rate refers
to the average monthly amount of net cash used in operating activities, purchase of property, plant
and equipment, purchase of intangible assets, purchase of right-of-use assets and lease payments.
We estimate that we will receive net proceeds of approximately HK$1,186.2 million in the Global
Offering, assuming an Offer Price of HK$27.64 per Offer Share, being the low-end of the indicative
Offer Price range in this Prospectus. Assuming an average cash burn rate going forward of 1.5 times
the level in 2024 and 2025, we estimate that our cash at bank and on hand, available debt financing
and other financial assets as of December 31, 2025 will be able to maintain our financial viability
for 35 months from December 31, 2025 taking into account the estimated net proceeds from the
Global Offering. 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. As of the Latest
Practicable Date, we did not have any imminent financing plan given we have sufficient financial
resources to support our operations.
INDEBTEDNESS
The following table sets forth the breakdown of our indebtedness as of the dates indicated:
As of December 31,
As of
February 28,
2024 2025 2026
(RMB in thousands)
(unaudited)
Current
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,035,253 1,327,598 1,461,708
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,516 34,616 41,213
Derivative financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,097 2,682 2,682
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,869 5,067
Non-current
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,006,446 948,030 971,880
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142,966 114,038 106,641
Redemption liabilities on non-controlling
shares in a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 207,085 209,410
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 392,955 393,569
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/H11182,219,278 3,029,873 3,192,170
FINANCIAL INFORMATION
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As of December 31, 2024, and 2025, except as discussed above, we did not have any material
mortgages, charges, debentures, loan capital, debt securities, loans, bank overdrafts or other similar
indebtedness, finance lease or hire purchase commitments, liabilities under acceptances (other than
normal trade bills), acceptance credits, which are either guaranteed, unguaranteed, secured or
unsecured, or guarantees or other contingent liabilities. As of February 28, 2026, we had RMB1.4
billion of committed unutilized credit facilities. Since December 31, 2025 and up to the date of the
Prospectus, there had been no material change in our indebtedness.
Interest-Bearing Bank Borrowings
As of December 31, 2024, and 2025, we had interest-bearing bank borrowing of RMB2,041.7
million and RMB2,275.6 million, of which the current portion amounted to RMB1,035.3 million
and RMB1,327.6 million, respectively. Certain of our bank loans were secured by the pledge over
our patents, or secured by mortgages over our buildings, construction in progress or land. As of
December 31, 2025, the effective interest rates for our bank loans ranged from 1.95% to 4.50%.
Redemption Liabilities on Non-Controlling Shares in a Subsidiary
We recorded redemption liabilities on non-controlling shares in a subsidiary of RMB207.1
million and RMB209.4 million as of December 31, 2025 and February 28, 2026, primarily because
we had repurchase obligation according to the terms of a shareholders’ agreement of a subsidiary.
For details, see Note 28 to Appendix I attached to this Prospectus.
Corporate bonds
We had no corporate bonds as of December 31, 2024. As of December 31, 2025, we had
corporate bonds of RMB395.8 million, of which the current portion amounted to RMB2.9 million,
in connection with our issuance of corporate bonds in 2025. Our Directors confirm that as of the
December 31, 2025, 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, other borrowings, trade and non-trade
payables or breach of covenants during the Track Record Period and up to the Latest Practicable
Date.
CAPITAL EXPENDITURES
The following table sets forth our capital expenditures for the periods indicated:
For the Y ear Ended December 31,
2024 2025
(RMB in thousands)
Purchase of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118313,095 157,166
Purchases of items of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,777 –
Purchases of items of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118197 545
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/H1118330,069 157,711
Our historical capital expenditures during the Track Record Period primarily included
purchases of property, plant and equipment, right-of-use assets and other intangible assets. We
funded our capital expenditure requirements during the Track Record Period mainly from debt
financing. We plan to fund our planned capital expenditures using our cash at bank and the net
proceeds received from the Global Offering.
FINANCIAL INFORMATION
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COMMITMENTS
As of December 31, 2024 and 2025, our material commitments are as below.
As at December 31,
2024 2025
(RMB in thousands)
Contracted, but not provided for:
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118207,586 182,914
Long-term 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/H11188,000 7,500
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/H1118215,586 190,414
CONTINGENT LIABILITIES
As of December 31, 2024 and 2025, we had no contingent liabilities that will, individually or
in aggregate, have a material adverse effect on our business operations and financial conditions. We
confirm that as of the Latest Practicable Date, there had been no material changes or arrangements
to our contingent liabilities.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of December 31, 2025, we had not entered into any off-balance sheet transactions.
RELATED PARTY TRANSACTIONS
During the Track Record Period, we had transactions with related parties in accordance with
the terms agreed with the counterparties. Details of our transaction with the related parties during
the Track Record Period are set out in Note 34 to the Accountants’ Report included in Appendix I
to this Prospectus. Our Directors confirm that the material related party transaction during the Track
Record Period was conducted on an arm’s length basis, and would not distort our results of
operations over the Track Record Period or make our historical results over the Track Record Period
not reflective of our expectations for our future performance.
KEY FINANCIAL RATIOS
Our current ratio decreased from 1.11 as of December 31, 2024, to 0.90 as of December 31,
2025, primarily attributable to increase in other payables and accruals and interest-bearing bank
borrowings compared to December 31, 2024. Current ratio equals current assets divided by current
liabilities as of the end of the year.
MARKET RISK DISCLOSURE
We are exposed to a variety of financial risks, including foreign currency risk, credit risk and
liquidity risk. We manage and monitor these risks to ensure that appropriate measures can be
implemented in a timely and effective manner. For further details, see Note 38 to the Accountants’
report in Appendix I to this Prospectus.
DIVIDEND
We have 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. 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
FINANCIAL INFORMATION
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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 condition,
contractual restrictions and other factors that our Directors may deem relevant. 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 until such fund has reached
more than 50% of our registered capital. 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.
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$29.18 per H
Share, being the mid-point of the indicative Offer Price range, we estimated that the total listing
expenses for the Global Offering are approximately HK$119.4 million, accounting for
approximately 8.7% of the gross proceeds from the Global Offering, of which approximately
HK$9.8 million is expected to be charged to our consolidated statements of profit or loss, and
approximately HK$109.6 million is expected to be accounted for as a deduction from equity upon
the completion of Global Offering. As of December 31, 2025, we incurred listing expenses of
HK$4.0 million expensed through the statement of profit or loss and expected HK$5.8 million to
be charged to the statement of profit or loss after the Track Record Period. The above expenses
comprise of (i) underwriting-related expenses, including underwriting commission and other
expenses, of HK$62.8 million; and (ii) non-underwriting-related expenses of HK$56.6 million,
including (a) fee paid and payable to legal advisers and reporting accountants of HK$38.7 million,
and (b) other fees and expenses of HK$17.9 million. The listing expenses above are the latest
practicable estimate for reference only, and the actual amount may differ from this estimate.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
See Appendix II to this Prospectus for details.
NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, up to the date of this Prospectus, there has been no material
adverse change in our financial, 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.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there was no circumstance that
would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
FINANCIAL INFORMATION
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FUTURE PLANS
See “Business — Our Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
Assuming an Offer Price of HK$29.18 per Offer Share (being the midpoint of the range of the
indicative Offer Price stated in this Prospectus), we estimate that we will receive net proceeds of
approximately HK$1,255.6 million from the Global Offering after deducting the underwriting
commissions and other estimated expenses in connection with the Global Offering.
We intend to use the net proceeds we expect to receive from the Global Offering for the
purposes and in the amounts set out below.
 Approximately 56.8%, or HK$713.0 million, will be used for the clinical development
trials of our Core Product, 9MW2821, at various stages for multiple indications.
i. Approximately 18.8%, or HK$236.2 million, will be used for advancing the
clinical trials at various stages for the treatment of UC.
 Approximately 7.4%, or HK$92.4 million, will be used for the Phase III
clinical trial to compare 9MW2821 as a second or later line monotherapy
against investigator-choice chemotherapy in patients with locally advanced
or metastatic inoperable UC that is previously treated with platinum-
containing chemotherapy and PD-(L)1 inhibitors in China. We plan to
conduct the interim analysis in the second half of 2026, and then submit an
NDA to the NMPA with the interim analysis results.
 Approximately 8.2%, or HK$102.7 million, will be used for the Phase III
clinical trial of 9MW2821 in combination with toripalimab as a first-line
therapy versus standard chemotherapy in patients with locally advanced or
metastatic UC in China. We plan to conduct the interim analysis and submit
an NDA for the combination therapy to the NMPA with the interim analysis
results in 2027.
 Approximately 1.6%, or HK$20.5 million, will be used for the Phase II
factorial study for advanced UC in combination with toripalimab as a
first-line therapy in China, which we initiated in 2024.
 Approximately 1.6%, or HK$20.5 million, will be used for the Phase II
clinical trial to explore the efficacy of 9MW2821 as a combination therapy
with toripalimab in UC in perioperative period, which we initiated in June
2025 and expect to complete in the second half of 2027.
ii. Approximately 20.1%, or HK$252.2 million, will be used for advancing the
clinical trials at various stages for the treatment of TNBC.
 Approximately 1.9%, or HK$24.0 million, will be used for the Phase II
clinical trial of 9MW2821 in combination with toripalimab in locally
advanced or metastatic TNBC in China, which we expect to complete in the
first half of 2027.
 Approximately 6.4%, or HK$79.9 million, will be used for the Phase I
clinical trial of 9MW2821 for the treatment of TNBC as a monotherapy in
patients with resistance to topoisomerase inhibitors based ADC in the U.S.,
which was initiated in August 2025.
FUTURE PLANS AND USE OF PROCEEDS
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 Approximately 5.9%, or HK$74.2 million, will be used for the Phase III
clinical trial of 9MW2821 for the treatment of advanced TNBC as a second
or later line monotherapy in China, which we expect to complete in 2028.
 Approximately 5.9%, or HK$74.2 million, will be used for the Phase III
clinical trial of 9MW2821 for the treatment of TNBC as a first-line therapy
in combination with toripalimab in China, which we expect to commence
after completion of Phase II clinical trial.
iii. Approximately 14.4%, or HK$181.3 million, will be used for advancing the
clinical trials at various stages for the treatment of CC.
 Approximately 7.7%, or HK$97.0 million, will be used for the Phase III
clinical trial to compare 9MW2821 as a second or third line monotherapy and
investigator-choice chemotherapy in patients with recurrent or metastatic CC
who have failed platinum-based double-drug chemotherapy in China. We
plan to conduct the interim analysis in the second half of 2026, and submit
an NDA to the NMPA with the interim analysis results in the first half of
2027.
 Approximately 1.6%, or HK$20.5 million, will be used for the Phase Ib/II
clinical trial that investigates 9MW2821 as a combination therapy with other
anti-tumor treatments in patients with advanced gynecological malignancy
including CC in China, which we initiated in April 2025 and expect to
complete in the second half of 2026 based on the primary endpoint.
 Approximately 5.1%, or HK$63.8 million, will be used for the Phase III
clinical trial that investigates 9MW2821 as a combination therapy with other
anti-tumor treatments in patients with CC in China after the completion of the
Phase Ib/II clinical trial.
iv. Approximately 3.5%, or HK$43.4 million, will be used for advancing the clinical
trials at various stages for the treatment of EC.
 Approximately 1.6%, or HK$20.5 million, will be used for the Phase Ib/II
clinical trial of 9MW2821 as a combination therapy with other antitumor
treatments for the first-line treatment of EC in China. We initiated the trial
in June 2025 and plan to complete it in the second half of 2027.
 Approximately 1.8%, or HK$22.8 million, will be used for the Phase III
clinical trial of 9MW2821 as a combination therapy with other antitumor
treatments for the first-line treatment of EC in China after the completion of
the Phase Ib/II clinical trial.
 Approximately 17.7%, or HK$222.3 million, will be used for the research and
development of other pipeline products focused on oncology and age-related diseases
with significant clinical needs.
i. Approximately 15.4%, or HK$193.0 million, will be used for the development of
other pipelines on the ADC platform, including 7MW3711 (B7-H3 ADC) and
7MW4911 (CDH17 ADC), to advance the clinical trials at various stages for the
treatment of multiple advanced solid tumors and to conduct pharmaceutical
research. We expect to complete the ongoing Phase I/II clinical trials of 7MW3711
for the treatment of SCLC and other advanced solid tumor in the first half of 2027.
FUTURE PLANS AND USE OF PROCEEDS
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ii. Approximately 2.3%, or HK$29.3 million, will be used for the clinical trials and
pharmaceutical research for our key product 9MW1911 (ST2) for the treatment of
chronic obstructive pulmonary disease, and we expect to complete its ongoing
Phase Ib/IIa clinical trial in the first half of 2026.
 Approximately 15.5%, or HK$194.7 million, will be used for commercialization
purposes.
i. Approximately 8.2%, or HK$103.0 million, will be used for the commercialization
of 9MW2821 after the product is launched. We plan to establish a sales and
marketing team of 100 to 150 members specific to 9MW2821 by the fourth quarter
of 2027.
ii. Approximately 2.6%, or HK$32.2 million, will be used for the commercialization
of Maiweijian. We plan to expand the sales and marketing teams specific to
Maiweijian by recruiting about 45 new members in 2026, while strengthening our
development capabilities with oncology assets to prepare for the
commercialization of new products to be launched by us in the future. We are also
exploring collaborations with digital platforms and physical examination centers.
iii. Approximately 4.7%, or HK$59.5 million, will be used for the commercialization
of Mailishu. We plan to expand the sales and marketing teams specific to Mailishu
by recruiting about 85 new members in 2026, while strengthening our development
capabilities with chronic disease assets to prepare for the commercialization of
new products to be launched by us in the future. We are also exploring
collaborations with digital platforms and physical examination centers.
For our sales and marketing staff, we generally recruit individuals with a college degree
or above and with at least two years of work experience in the pharmaceutical industry.
Before a drug candidate may obtain marketing approval, we would conduct research on
the market demand tailored to the target indication of the drug candidate in each
province in China. We would then build up a sales and marketing team catering to the
expected market demand at different geographical locations.
 Approximately 10.0%, or HK$125.6 million, will be used to fund the working capital
and other general corporate purposes.
If the Offer Price is fixed at the high-end or low-end of the Offer Price range, the net proceeds
will increase or decrease by approximately HK$69.4 million (after deducting underwriting fees and
expenses related to the Global Offering). We intend to apply the additional or reduced 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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OVERALL COORDINATORS
CLSA Limited
Haitong International Securities Company Limited
China Industrial Securities International Capital Limited
CMB International Capital Limited
HONG KONG UNDERWRITERS
CLSA Limited
Haitong International Securities Company Limited
China Industrial Securities International Capital Limited
CMB International Capital Limited
CCB International Capital Limited
Guosen Securities (HK) Brokerage Company, Limited
Futu Securities International (Hong Kong) Limited
ABCI Securities Company Limited
Bowlea Securities Limited
UNDERWRITING AGREEMENTS
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, our Company is offering initially
4,713,200 Hong Kong Offer Shares (subject to adjustment) for subscription by the public in Hong
Kong at the Offer Price on and subject to the terms and conditions of this Prospectus.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal
in, the H Shares in issue and to be issued pursuant to the Global Offering as mentioned in this
Prospectus and (b) certain other conditions set out in the Hong Kong Underwriting Agreement, the
Hong Kong Underwriters have severally agreed to subscribe or procure subscriptions for their
respective applicable proportions of the Hong Kong Offer Shares now being offered but which are
not taken up under the Hong Kong Public Offering on the terms and conditions set out in this
Prospectus and the Hong Kong Underwriting Agreement. The Hong Kong Underwriting Agreement
is conditional on and subject to the International Underwriting Agreement having been signed and
becoming unconditional and not having been terminated in accordance with its terms.
Grounds for Termination
The Joint Sponsors and Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters) shall be entitled by written 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:
(a) there shall develop, occur, exist or come into effect:
(i) any or a series of local, national, regional or international event(s) or circumstance(s) in
the nature of force majeure (including any acts of government, declaration of a local,
regional, national or international emergency or war, calamity, crisis, epidemic,
pandemic outbreaks, escalation or mutation of diseases (including, without limitation,
Severe Acute Respiratory Syndrome (SARS), swine or avian flu, H5N1, H1N1, H7N9,
Coronavirus Disease 2019 (COVID-19) and such related/mutated forms, and the
escalation, mutation or aggravation of such diseases)), interruption or delay in
transportation, economic sanctions, labour disputes, strikes, lock-outs, fire, explosion,
flooding, earthquake, volcanic eruption, civil commotion, riots, public disorder, acts of
war, outbreak or escalation of hostilities (whether or not war is declared), acts of God
or acts of terrorism (whether or not responsibility has been claimed) in or directly or
indirectly affecting the Hong Kong, the PRC, the United States, the United Kingdom or
any other jurisdiction relevant to our Group (collectively, the “ Relevant
Jurisdictions ”), or
UNDERWRITING
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(ii) any change, or any development involving a prospective change, or any event or
circumstance or series of events likely to result in any change or development involving
a prospective change, in any local, national, regional or international financial,
economic, political, military, industrial, legal, fiscal, regulatory, currency, credit or
market matters or conditions, equity securities or exchange control or any monetary or
trading settlement system or other financial markets (including without limitation,
conditions in the stock and bond markets, money and foreign exchange markets, the
interbank markets and credit markets) in or affecting any Relevant Jurisdictions; or
(iii) any moratorium, suspension or restriction (including any imposition of or requirement
for any minimum or maximum price limit or price range) in or on trading in securities
generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock
Exchange, the New Y ork Stock Exchange, the NASDAQ Global Market or the London
Stock Exchange; or
(iv) any general moratorium on commercial banking activities in Hong Kong (imposed by
the Financial Secretary or the Hong Kong Monetary Authority or other competent
authority), the PRC, New Y ork (imposed at the U.S. Federal or New Y ork State level or
by any other competent authority), London, the European Union (or any member
thereof) or any of the other Relevant Jurisdictions, or any disruption in commercial
banking or foreign exchange trading or securities settlement or clearance services,
procedures or matters in or directly or indirectly affecting any of the Relevant
Jurisdictions; or
(v) any new Laws (as defined in the Hong Kong Underwriting Agreement) or any change or
any development involving a prospective change or any event or circumstances resulting
in a change or a development involving a prospective change in (or in the interpretation
or application by any court or any other competent authority of) existing laws, in each
case, in or affecting any of the Relevant Jurisdictions; or
(vi) the imposition of sanctions or export control in whatever form, directly or indirectly,
under any sanction laws or regulations, or the withdrawal of trading privileges which
existed on the date of the Hong Kong Underwriting Agreement in, Hong Kong, the PRC
or any other Relevant Jurisdiction; or
(vii) a change or development involving a prospective change in or affecting Taxes (as
defined in the Hong Kong Underwriting Agreement) or exchange control, currency
exchange rates or foreign investment regulations (including a material devaluation of the
Hong Kong dollar or RMB 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 implementation of any exchange control, in any of the Relevant Jurisdictions; or
(viii) any litigation, dispute, legal action or claim, regulatory investigation or action of any
third party being threatened or instigated against any member of our Group or any
Director; or
(ix) other than with the prior written consent of the Overall Coordinators (for themselves and
on behalf of the Hong Kong Underwriters), the issue or requirement to issue by our
Company of any supplement or amendment to this Prospectus or other documents in
connection with the contemplated offer and sale of the Offer Shares pursuant to the
Companies Ordinance or 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
UNDERWRITING
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(x) a valid demand by any creditor for repayment or payment of any 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 arising from any loss or damage sustained by that member of our
Group (howsoever caused and whether or not the subject of any insurance or claim
against any person); or
(xi) any change or development involving a prospective change in, or a materialization of,
any of the risks set out in the section headed “Risk Factors” of this Prospectus; or
(xii) a contravention by any member of our Group of the Listing Rules or applicable laws; or
(xiii) non-compliance of this Prospectus, the CSRC Filings, or any other documents used in
connection with the contemplated offer and sale of the Offer Shares or any aspect of the
Global Offering with the Listing Rules or any other applicable laws,
which, individually or in the aggregate, in the sole and absolute opinion of the Joint
Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters), (1) has or will have or may have a material adverse effect on the assets,
liabilities, general affairs, business, management, prospects, shareholders’ equity, profit,
losses, results of operations, operations, position or condition, financial or otherwise, or
performance of our Group as a whole; or (2) has or will have or may have a material
adverse effect on the success or marketability of the Global Offering or the level of
applications under the Hong Kong Public Offering or the level of interest under the
International Offering; or (3) makes or will make or may make it inadvisable,
inexpedient, impracticable or incapable for any part of the Hong Kong Underwriting
Agreement, or any part of the Hong Kong Public Offering or the Global Offering or the
delivery of the Offer Shares to be performed or implemented or to proceed or to market
the Global Offering in the manner contemplated by the Offering Documents (as defined
in the Hong Kong Underwriting Agreement); or (4) has or will have or may have the
effect of making any part of the Hong Kong Underwriting Agreement (including
underwriting of the Hong Kong Public Offering and/or the Global Offering)
impracticable or incapable of performance in accordance with its terms or preventing or
delaying the processing of applications and/or payments pursuant to the Global Offering
or pursuant to the underwriting thereof; or
(b) there has come to the notice of the Joint Sponsors or the Overall Coordinators:
(i) any statement contained in the application proof, the post hearing information proof, the
offering documents, the formal notice and the OC Announcement (as defined in the
Hong Kong Underwriting Agreement), the offering circular, 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 and the
Global Offering (collectively, the “ Offer-Related Documents ”) (including any
supplement or amendment thereto) was, when it was issued, or has become, untrue,
inaccurate in any material respect or misleading, or that any estimate, forecast,
expression of opinion, intention or expectation contained in any of the Offer-Related
Documents is not fair and honest made on reasonable grounds or where appropriate, and
based on reasonable assumptions with reference to the facts and circumstances then
subsisting; or
(ii) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of the Prospectus, constitute a material omission
from, or misstatement in, any of the Offer-Related Documents (including any
supplement or amendment thereto); or
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(iii) any breach of any of the obligations imposed upon any party under the Hong Kong
Underwriting Agreement or the International Underwriting Agreement or the
Cornerstone Agreement (other than upon any of the Hong Kong Underwriters or the
International Underwriters), as applicable; or
(iv) there is an event, act or omission which gives or is likely to give rise to any liability of
any of our Company or our Controlling Shareholders pursuant to the indemnities given
by any of them under the Hong Kong Underwriting Agreement or the International
Underwriting Agreement, as applicable; or
(v) any material adverse change; or
(vi) any breach of, or any event or circumstance rendering untrue, incorrect, incomplete or
misleading in any respect, any of the representations, warranties and undertakings given
by our Company and our Controlling Shareholders in the Hong Kong Underwriting
Agreement or the International Underwriting Agreement, as applicable; or
(vii) the approval of the Listing Committee of the Stock Exchange of the listing of, and
permission to deal in, and the H Shares to be issued or sold pursuant to the Global
Offering 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,
cancelled, qualified (other than by customary conditions), or withheld; or
(viii) any person (other than the Joint Sponsors) has withdrawn its consent to the issue of the
Prospectus with the inclusion of its reports, letters and/or legal opinions (as the case may
be) and references to its name included in the form and context in which it respectively
appears; or
(ix) our Company withdraws this Prospectus (and/or any other documents issued or used in
connection with the Global Offering) or the Global Offering; or
(x) a material portion of the orders placed or confirmed in the bookbuilding process, or of
the investment commitments made by any cornerstone investors under agreements
signed with such cornerstone investors, have been withdrawn, terminated or cancelled;
or
(xi) a prohibition on our Company for whatever reason from offering, allotting, issuing or
selling any of the Shares pursuant to the terms of the Global Offering; or
(xii) a Director is vacating her/his office; or
(xiii) any Director or member of senior management of our Company as named in this
Prospectus is being charged with an indictable offence or is prohibited by operation of
law or otherwise disqualified from taking part in the management of a company or there
is the commencement by any governmental, political or regulatory body of any action
against any Director in his or her capacity as such by any governmental, political or
regulatory body that it intends to take any such action; or
(xiv) an Authority or a political body or organisation in any Relevant Jurisdiction (including,
in particular, the CSRC and its local branches and representative offices) commencing
any investigation or other action, or announcing an intention to investigate or take other
action, against any member of our Group or any Director or a member of our Company’s
senior management as named in this Prospectus; or
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(xv) any order or petition for the winding-up of any member of our Group or any composition
or arrangement made by any member of our Group with its creditors or a scheme of
arrangement entered into by any member of our Group or any resolution for the
winding-up of any member of our Group or the appointment of a provisional liquidator,
receiver or manager over all or part of the material assets or undertaking of any member
of our Group or anything analogous thereto occurring in respect of any member of our
Group.
International Underwriting Agreement
In connection with the International Offering, it is expected that we will enter into the
International Underwriting Agreement with, among others, the Overall Coordinators and the
International Underwriters. Under the International Underwriting Agreement, the International
Underwriters, subject to certain conditions set out therein, will agree severally to purchase, or
procure subscribers or purchasers for, the International Offer Shares being offered pursuant to the
International Offering. Please refer to the paragraph headed “Structure of the Global Offering —
The International Offering” in this Prospectus.
LOCK-UP UNDERTAKINGS
Undertakings by our Company under the Listing Rules
Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Stock Exchange that,
we will not issue any further Shares or securities convertible into equity securities (whether or not
of a class already listed) or enter into any agreement to such issue within six months from the
Listing Date (whether or not such issue of Shares or our securities will be completed within six
months from the Listing Date), except for (a) the Offer Shares to be issued pursuant to the Global
Offering, or (b) under the circumstances permitted under Rule 10.08 of the Listing Rules.
Undertakings by our Controlling Shareholders
Pursuant to Rule 10.07 of the Listing Rules, our Controlling Shareholders have undertaken to
each of the Stock Exchange, the Joint Sponsors and the Overall Coordinators and to our Company
that, save as disclosed in this Prospectus, they will not, and will procure that the relevant registered
holder(s) (if any) of our Shares in which they have a beneficial interest will not without the prior
written consent of the Stock Exchange or unless otherwise in compliance with the applicable
requirement of the Listing Rules (a) at any time in the period commencing on the date by reference
to which disclosure of their shareholdings in our Company is made in this Prospectus and ending
on the date which is six months from the Listing Date, dispose of, nor enter into any agreement to
dispose of or otherwise create any options, rights, interests or encumbrances in respect of any
Shares in respect of which our Controlling Shareholders are shown in this Prospectus to be the
beneficial owners; and (b) at any time in the period of six months commencing from the date on
which the period referred to in the above paragraph (a) expires, dispose of, nor enter into any
agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect
of any Shares to such extent that, immediately following such disposal or upon the exercise or
enforcement of such options, rights, interests or encumbrances, our Controlling Shareholders will,
directly or indirectly cease to be our Controlling Shareholders, provided that the above shall not
prevent them from using securities of our Company beneficially owned by them as security
(including a charge or a pledge) in favor of an authorized institution (as defined in the Banking
Ordinance (Chapter 155 of the laws of Hong Kong) for a bona fide commercial loan.
Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, our Controlling Shareholders have
further undertaken to the Stock Exchange and our Company respectively that within the period
commencing from the date by reference to which disclosure of their shareholdings in our Company
is made in this Prospectus and ending on the date which is 12 months from the Listing Date, they
will immediately inform our Company and the Stock Exchange in writing of (i) any pledge(s) or
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charge(s) of any Shares or securities of our Company beneficially owned by them directly or
indirectly in favor of an authorized institution (as defined in the Banking Ordinance (Chapter 155
of the Laws of Hong Kong)) for a bona fide commercial loan as permitted under the Listing Rules,
and the number of such Shares or securities of our Company so pledged or charged; and (ii) any
indication(s) received by it, either verbal or written, from any pledgee or chargee of any Shares or
other securities of our Company pledged or charged that any of such Shares or other share capital
will be sold, transferred or disposed of.
We will also inform the Stock Exchange as soon as we have been informed of the above
matters (if any) by our Controlling Shareholders and disclose such matters in accordance with the
publication requirements under Rule 2.07C of the Listing Rules as soon as possible after being so
informed by our Controlling Shareholders.
Undertaking by our Company pursuant to the Hong Kong Underwriting Agreement
Except for the issue, offer or sale of the Offer Shares by our Company pursuant to the Global
Offering or for issue, offer or sale of Shares by our Company consented to by the Stock Exchange,
during the period commencing on the date of the Hong Kong Underwriting Agreement and ending
on, and including, the date that is six months after the Listing Date (the “ First Six-Month Period ”),
our Company undertakes to each of the Overall Coordinators, the Joint Global Coordinators, the
Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries
and the Hong Kong Underwriters not to, without the prior written consent of the Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and the Joint Sponsors
and unless in compliance with the requirements of the Listing Rules (a) offer, allot, issue, sell,
accept subscription for, contract to allot, issue or sell, contract or agree to allot, issue or sell, assign,
grant or sell any option, warrant, right or contract to purchase, purchase any option or contract to
sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, 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 any Shares or other securities of our Company, as applicable, or any
interests in any of the foregoing (including, but not limited to, any securities that are convertible
into or exercisable or exchangeable for, or that represent the right to receive, or any warrants or
other rights to purchase, any Shares or deposit any Shares or other 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 subscription or ownership (legal or beneficial) of any Shares or other securities of
our Company, as applicable, or any interest therein (including, without limitation, any securities of
which are convertible into or exchangeable or exercisable for, or represent the right to receive, or
any warrants or other rights to purchase any Shares; or (c) enter into any transaction with the same
economic effect as any transaction specified in (a) or (b) above; or (d) offer to or contract to or agree
to announce, or publicly disclose that our Company will or may enter into any transaction described
in (a), (b) or (c) above, in each case, whether any of the transactions specified in the aforementioned
paragraphs (a), (b) and (c) is to be settled by delivery of Shares or other securities of the Company,
as applicable, in cash or otherwise (whether or not the issue of such Shares or other securities will
be completed within the First Six-month Period).
In the event that, during the period of six months commencing on the date on which the First
Six-Month Period expires (the “ Second Six-Month Period ”), our Company enters into any of the
transactions specified in paragraphs (a), (b) or (c) above or offers to or agrees to or contracts to or
announces or publicly discloses, any intention to, enter into any such transactions, our Company
shall take all reasonable steps to ensure that it will not create a disorderly or false market in the
securities of our Company.
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Our Company shall not enter into any of the transactions specified in paragraphs (a), (b) or
(c) above or offer to or agree to or announce any intention to effect any such transaction such that
our Controlling Shareholders would, directly or indirectly, cease to be controlling shareholders
(within the meaning defined in the Listing Rules) of our Company during the First Six-Month
Period and Second Six-Month Period. Our Controlling Shareholders undertake to each of the
Overall Coordinators, the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the
Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters to
procure our Company to comply with the undertakings.
Undertaking by our Controlling Shareholders pursuant to the Hong Kong Underwriting
Agreement
Our Controlling Shareholders undertake to each of the Overall Coordinators, the Joint Global
Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers, the Capital
Market Intermediaries and the Hong Kong Underwriters that, without the prior written consent of
the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters) and unless in compliance with the requirements of the Listing Rules, they at any time
(a) during the First Six-Month Period, dispose of, nor enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances in respect of, any securities of our
Company in respect of which he/she/it is shown in the Hong Kong Prospectus to be the beneficial
owner(s), unless it is otherwise permitted under Rule 10.07 of the Listing Rules; and (b) during the
Second Six-Month Period, enter into any of the transactions specified above if, immediately
following any sale, transfer or disposal or upon the exercise or enforcement of any option, right,
interest or encumbrances, he/she/it would cease to be a Controlling Shareholder.
Our Company shall, as soon as reasonably practicable upon receiving such information in
writing from our Controlling Shareholders and if required pursuant to the Listing Rules, notify the
Stock Exchange and make a public disclosure in relation to such information by way of an
announcement.
The Controlling Shareholders’ undertakings do not apply to any pledge or charge or any H
Shares or other equity securities of the Company, as applicable, or any interest in any of the
foregoing (including, without limitation, any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any
Shares or other equity securities of the Company) after the Global Offering in favour of an
authorized institution as defined in the Banking Ordinance for a bona fide commercial loan.
COMMISSIONS AND EXPENSES
The Underwriters will receive an underwriting commission (the “ Underwriting
Commission ”) of 2.7% of the aggregate Offer Price of all the Offer Shares. The Underwriters may
receive a discretionary incentive fee (the “ Discretionary Fee ”) of up to 1.3% of the aggregate Offer
Price of all the Offer Shares to be issued by the Company under the Global Offering. As of the date
of this Prospectus, the allocation of a portion of the Underwriting Commission remains subject to
the Company’s discretion. Accordingly, the unallocated portion of the Underwriting Commission
will be regarded as discretionary fees for the purpose of the Listing Rules. The ratio of the fixed
fee and discretionary fee (as classified under and for the purpose of Rule 3A.34 of the Listing
Rules) payable by the Company to all syndicate members is expected to be approximately
53.3%:46.7% (assuming the Discretionary Fee will be paid in full). Each of the Joint Sponsors is
entitled to a sponsor fee in the amount of US$500,000.
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HONG KONG UNDERWRITERS’ INTERESTS IN OUR COMPANY
Save as disclosed in this Prospectus, save for their respective obligations under the Hong
Kong Underwriting Agreement and the International Underwriting Agreement, as of the Latest
Practicable Date, none of the Hong Kong Underwriters has any shareholding interest in any member
of our Group or any right or option (whether legally enforceable or not) to purchase or subscribe
for or to nominate persons to purchase or 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 and/or the International Underwriting
Agreement.
JOINT SPONSORS’ INDEPENDENCE
As of April 13, 2026, approximately 0.20% of the total number of issued Shares was held by
Haitong Innovation Capital Management Co., Ltd. (ʮ̡)( “ Haitong
Innovation ”), a wholly-owned subsidiary of Guotai Haitong Securities Co., Ltd. (stock code: 2611)
(“Guotai Haitong ”). Haitong International Capital Limited, one of the Joint Sponsors, is an
indirectly wholly-owned subsidiary of Guotai Haitong. Haitong Innovation is regarded as a member
of the sponsor group of Haitong International Capital Limited as defined under the Listing Rules.
Notwithstanding the aforesaid, (i) none of the sponsor groups of the Joint Sponsors, their
directors or their directors’ close associates collectively holds or will, immediately following the
completion of the Global Offering, hold, directly or indirectly, more than 5% of the number of
issued Shares of the Company; and (ii) each of the Joint Sponsors, having conducted its own
assessment taking into consideration the independence criteria applicable to sponsors as set out in
Rule 3A.07 of the Listing Rules, considers itself to be independent under Rule 3A.07 of the Listing
Rules.
ACTIVITIES BY SYNDICATE MEMBERS
The Hong Kong Underwriters and the International Underwriters (together, the “ Syndicate
Members ”) and their affiliates may each individually undertake a variety of activities (as further
described below) which do not form part of the underwriting.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of commercial
and investment banking, brokerage, funds management, trading, hedging, investing and other
activities for their own account and for the account of others. In the ordinary course of their various
business activities, the Syndicate Members and their respective affiliates may purchase, sell or hold
a broad array of investments and actively trade securities, derivatives, loans, commodities,
currencies, credit default swaps and other financial instruments for their own account and for the
accounts of their customers. Such investment and trading activities may involve or relate to assets,
securities and/or instruments our Company and/or persons and entities with relationships with our
Company and may also include swaps and other financial instruments entered into for hedging
purposes in connection with our Group’s loans and other debt.
In relation to the H Shares, the activities of the Syndicate Members and their affiliates could
include acting as agent for buyers and sellers of the H Shares, entering into transactions with those
buyers and sellers in a principal capacity, including as a lender to initial purchasers of the H Shares
(which financing may be secured by the Shares) in the Global Offering, proprietary trading in the
H Shares, and entering into over the counter or listed derivative transactions or listed or unlisted
securities transactions (including issuing securities such as derivative warrants listed on a stock
exchange) which have as their underlying assets, assets including the H Shares. Such transactions
may be carried out as bilateral agreements or trades with selected counterparties. Those activities
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may require hedging activity by those entities involving, directly or indirectly, the buying and
selling of the H Shares, which may have a negative impact on the trading price of the H Shares. All
such activities could occur in Hong Kong and elsewhere in the world and may result in the
Syndicate Members and their affiliates holding long and/or short positions in the H Shares, in
baskets of securities or indices including the Shares, in units of funds that may purchase the Shares,
or in derivatives related to any of the foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities having
the H Shares as their underlying securities, whether on the Stock Exchange or on any other stock
exchange, the relevant 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 Shares in most cases.
Such activities may affect the market price or value of the Shares, the liquidity or trading
volume in the Shares and the volatility of the price of the Shares, and the extent to which this occurs
from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members will
be subject to certain restrictions, including the following: (a) the Syndicate Members must not, in
connection with the distribution of the Offer Shares, effect any transactions (including issuing or
entering into any option or other derivative transactions relating to the Offer Shares) whether in the
open market or otherwise, with a view to stabilizing or maintaining the market price of any of the
Offer Shares at levels other than those which might otherwise prevail in the open market; and (b)
the Syndicate Members must comply with all applicable laws and regulations, including the market
misconduct provisions of the SFO, including the provisions prohibiting insider dealing, false
trading, price rigging and stock market manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time to
time, and expect to provide in the future, investment banking, derivative and other services to our
Company and its affiliates for which such Syndicate Members or their respective affiliates have
received or will receive customary fees and commissions.
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THE HONG KONG PUBLIC OFFERING
Number of Shares Initially Offered
Our Company is initially offering 4,713,200 H Shares at the Offer Price under the Hong Kong
Public Offering for subscription by the public in Hong Kong, representing approximately 10.0% of
the 47,130,200 H Shares initially available under the Global Offering, and approximately 1.1% of
our total issued share capital immediately after completion of the Global Offering.
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as
to institutional and professional investors in Hong Kong. In Hong Kong, individual retail investors
are expected to apply for the Hong Kong Offer Shares through the Hong Kong Public Offering and
individual retail investors, including individual investors in Hong Kong applying through banks and
other institutions, seeking International Offer Shares will not be allotted International Offer Shares
in the International Offering. The Overall Coordinators (for themselves and on behalf of the
Underwriters) and the Joint Sponsors may require any investor who has been offered H Shares under
the International Offering, and who has made an application under the Hong Kong Public Offering
to provide sufficient information to the Overall Coordinators and the Joint Sponsors so as to allow
them to identify the relevant applications under the Hong Kong Public Offering and to ensure that
it is excluded from any application for the International Offer Shares.
Completion of the Hong Kong Public Offering is subject to the conditions set out in the
paragraph headed “Conditions of the Global Offering” in this section.
Allocation
For allocation purposes only, the 4,713,200 H Shares initially being offered for subscription
under the Hong Kong Public Offering (after taking into account any reallocation in the number of
Offer Shares allocated between the Hong Kong Public Offering and the International Offering) will
be divided equally (with any odd lots being allocated to pool A) into two pools: Pool A and Pool
B, both of which are available on an equitable basis to successful applicants. All valid applications
that have been received for the Hong Kong Offer Shares with an aggregate subscription price
(excluding brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction
levy) of HK$5 million or below will fall into Pool A and all valid applications that have been
received for the Hong Kong Offer Shares with an aggregate subscription price (excluding
brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy) of over
HK$5 million and up to the total value of Pool B, will fall into Pool B.
Applicants should be aware that applications in Pool A and Pool B are likely to receive
different allocation ratios. If the Hong Kong Offer Shares in one pool (but not both 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. Applicants can only receive an
allocation of Hong Kong Offer Shares from either Pool A or Pool B but not from both pools and
only apply for Hong Kong Offer Shares in either Pool A or Pool B. When there is over-subscription,
allocation of Hong Kong Offer Shares to investors under the Hong Kong Public Offering, both in
relation to Pool A and Pool B, will be based on the level of valid applications received under the
Hong Kong Public Offering. The basis of allocation in each pool may vary, depending on the
number of Hong Kong Offer Shares validly applied for by each applicant. The allocation of Hong
Kong Offer Shares could, where appropriate, consist of balloting, which would mean that some
applicants may receive a higher allocation than others who have applied for the same number of
Hong Kong Offer Shares and those applicants who are not successful in the ballot may not receive
any Hong Kong Offer Shares.
STRUCTURE OF THE GLOBAL OFFERING
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Reallocation
Subject to the allocation cap described in the subsequent paragraph, the Overall Coordinators
may in their 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, and the International Offer Shares are fully
subscribed or oversubscribed the Overall Coordinators will have the discretion (but shall not be
under any obligation) to reallocate to the International Offering all or any unsubscribed Hong Kong
Offer Shares in such amounts as they deem appropriate.
In each case, the additional Offer Shares 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 Overall Coordinators
deem appropriate. Where the Hong Kong Offer Shares are fully subscribed or oversubscribed
irrespective of the number of times, (i) the total number of Offer Shares available under the Hong
Kong Public Offering following such reallocation should not be more than 7,069,400 H Shares
(representing approximately 15% of the Offer Shares); and (ii) the final Offer Price should be fixed
at the bottom end of the indicative Offer Price range (i.e., HK$27.64 per Offer Share). Given the
initial allocation of the Offer Shares to the Hong Kong Public Offering and the International
Offering follows the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no
clawback or reallocation mechanism is otherwise applicable to increase the number of Offer Shares
under the Hong Kong Public Offering to a certain percentage of the total number of Offer Shares
offered under the Global Offering.
Applications
Each applicant under the Hong Kong Public Offering will also be required to give an
undertaking and confirmation in the application submitted by him or her that he or she and any
person(s) for whose benefit he or she is making the application have not applied for or taken up,
or indicated an interest for, and will not apply for or take up, or indicate an interest for, any Offer
Shares under the International Offering, and such applicant’s application under International
Offering will be rejected if the said undertaking and/or confirmation is breached and/or untrue (as
the case may be).
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price of HK$30.71 per H Share in addition
to any brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy
payable on each Offer Share. If the Offer Price, as finally determined, is less than the maximum
Offer Price of HK$30.71 per Offer Share, appropriate refund payments will be made to successful
applicants (subject to application channels), without interest. Further details are set out in the
section headed “How to Apply for Hong Kong Offer Shares” in this Prospectus.
THE INTERNATIONAL OFFERING
Number of International Offer Shares Offered
The number of International Offer Shares to be initially offered by us for subscription under
the International Offering will consist of an initial offering of 42,417,000 Offer Shares, representing
approximately 90% of the Offer Shares under the Global Offering and approximately 9.5% of our
total issued share capital immediately after completion of the Global Offering.
STRUCTURE OF THE GLOBAL OFFERING
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Allocation
Pursuant to the International Offering, the International Underwriters will conditionally place
the International Offer Shares outside the United States in offshore transactions in reliance on
Regulation S. The International Offering is subject to the Hong Kong Public Offering being
unconditional. Allocation of the International Offer Shares pursuant to the International Offering
will be determined by the Overall Coordinators and will be based on a number of factors including
the level and timing of demand, total size of the relevant investor’s invested assets or equity assets
in the relevant sector and whether or not it is expected that the relevant investor is likely to buy
further, and/or hold or sell Offer Shares after the Listing. Such allocation may be made to
professional, institutional and corporate investors and is intended to result in a distribution of our
Offer Shares on a basis which would lead to the establishment of a solid shareholder base to the
benefit of our Company and our Shareholders as a whole.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International Offering
may change as a result of the reallocation arrangement described in the paragraph headed “— The
Hong Kong Public Offering — Reallocation” in this section, and any reallocation of unsubscribed
Offer Shares originally included in the Hong Kong Public Offering and/or any Offer Shares from
the International Offering to the Hong Kong Public Offering at the discretion of the Overall
Coordinators.
PRICING OF THE GLOBAL OFFERING
The Offer Price is expected to be fixed by agreement between the Overall Coordinators (for
themselves and on behalf of the Underwriters) and our Company on the Price Determination Date,
when market demand for the Offer Shares will be determined. The Price Determination Date is
expected to be on or around Friday, April 24, 2026 and in no event later than 12:00 noon on Friday,
April 24, 2026. The Offer Price will be not more than HK$30.71 per Offer Share and is currently
expected not to be less than HK$27.64 per Offer Share unless otherwise announced, as further
explained below.
Prospective investors should be aware that the Offer Price to be determined on the Price
Determination Date may be, but is not expected to be, lower than the indicative price range
stated in this Prospectus.
The International Underwriters will be soliciting from prospective investors indications of
interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of H Shares under the International
Offering they would be prepared to acquire either at different prices or at a particular price. This
process, known as “book-building”, is expected to continue up to, and to cease on or about, the last
day for lodging applications under the Hong Kong Public Offering.
If, based on the level of interest expressed by prospective institutional, professional and other
investors during the book-building process, the Overall Coordinators (for themselves and on behalf
of the Underwriters) and the Joint Sponsors consider it appropriate, with our consent the number
of Offer Shares being offered under the Global Offering and/or the indicative Offer Price range
stated in this Prospectus may be reduced at any time on or prior to the morning of the last day for
lodging applications under the Hong Kong Public Offering. In such a case, we will, as soon as
practicable following the decision to make such reduction, and in any event not later than the
morning of Thursday, April 23, 2026, being the last day for lodging applications under the Hong
Kong Public Offering, cause to be published on the Stock Exchange’s website at
www.hkexnews.hk , and on our Company’s website at http://www.mabwell.com notice of such
reduction in the number of Offer Shares being offered under the Global Offering and/or the
indicative Offer Price range. Such notice will also include confirmation or revision, as appropriate,
STRUCTURE OF THE GLOBAL OFFERING
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of the working capital statement and the offering statistics as currently set out in this Prospectus and
any other financial information which may change as a result of such reduction. Upon issue of such
notice, the number of Offer Shares in the Global Offering and/or the revised Offer Price range will
be final and conclusive and the Offer Price, if agreed upon between the Overall Coordinators (for
themselves and on behalf of the Underwriters) and our Company, will be fixed within such revised
Offer Price range.
As soon as practicable after such reduction of the number of Offer Shares and/or the indicative
Offer Price range, we will also issue a supplemental prospectus updating investors of such reduction
together with an update of all financial and other information in connection with such change, and,
where appropriate, extend the period under which the Hong Kong Public Offering is open for
acceptance.
In the absence of any such notice and supplemental prospectus so published, the number of
Offer Shares will not be reduced and/or the Offer Price, if agreed upon between our Company and
the Overall Coordinators (for themselves and on behalf of the Underwriters), will under no
circumstances be set outside the Offer Price range stated in this Prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have regard
to the possibility that any announcement of a reduction in the number of Offer Shares being offered
under the Global Offering and/or the indicative Offer Price range may not be made until the day
which is the last day for lodging applications under the Hong Kong Public Offering.
The final Offer Price, the level of applications in the Hong Kong Public Offering, the level
of indications of interest in the International Offering, the basis of allocations of the Hong Kong
Offer Shares and the results of applications in the Hong Kong Public Offering are expected to be
announced on Monday, April 27, 2026 through a variety of channels described in the paragraph
headed “How to Apply for Hong Kong Offer Shares — B. Publication of Results” in this Prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for the Offer Shares will be conditional on, inter alia : (i) the
Stock Exchange granting approval for the listing of, and permission to deal in, the Shares in issue
and to be issued pursuant to the Global Offering as mentioned in this Prospectus on the Main Board
of the Stock Exchange and such listing and permission not subsequently having been revoked prior
to the commencement of dealings in the Shares on the Stock Exchange; (ii) the Offer Price having
been agreed between the Overall Coordinators (for themselves and on behalf of the Underwriters)
and our Company; (iii) the execution and delivery of the International Underwriting Agreement on
or around the Price Determination Date; (iv) our Company having submitted to HKSCC all requisite
documents to enable the Offer Shares to be admitted to trade on the Stock Exchange; and (v) the
obligations of the Underwriters under the respective Underwriting Agreements becoming and
remaining unconditional (unless and to the extent such conditions are validly waived on or before
such dates and times) and not having been terminated in accordance with the terms of the respective
agreements, in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such dates and
times) and in any event not later than the date which is 30 days after the date of this Prospectus.
If for any reason, the Offer Price is not agreed by 12:00 noon on Friday, April 24, 2026
between us and the Overall Coordinators (for themselves and on behalf of the Underwriters), the
Global Offering will not proceed and will lapse.
STRUCTURE OF THE GLOBAL OFFERING
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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. We will cause a
notice of the lapse of the Hong Kong Public Offering to be published by us on the websites of our
Company at http://www.mabwell.com , and the Stock Exchange at www.hkexnews.hk ,
respectively on the next day following such lapse. In such event, all application monies will be
returned, without interest, on the terms set out in the section headed “How to Apply for Hong Kong
Offer Shares” in this Prospectus. In the meantime, the application monies will be held in separate
bank account(s) with our Company’s receiving banker(s) or other bank(s) in Hong Kong licensed
under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) (as amended).
The consummation of each of the Hong Kong Public Offering and the International Offering
is conditional upon, amongst other things, the other becoming unconditional and not having been
terminated in accordance with its terms.
H Share certificates for the Offer Shares are expected to be issued on Monday, April 27, 2026
but will only become valid evidence of title at 8:00 a.m. on the date of commencement of the
dealings in our H Shares, which is expected to be on Tuesday, April 28, 2026, provided that (i) the
Global Offering has become unconditional in all respects at or before that time and (ii) neither of
the Underwriting Agreements has been terminated in accordance with its terms. Investors who trade
H Shares prior to the receipt of H Share certificates or prior to the H Share certificates bearing valid
evidence of title do so entirely at their own risk.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m.
in Hong Kong on Tuesday, April 28, 2026, it is expected that dealings in the H Shares on the Stock
Exchange will commence at 9:00 a.m. on Tuesday, April 28, 2026. The H Shares will be traded in
board lots of 200 each and the stock code will be 2493.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering and below are the procedures for application. We will not provide any printed copies
of this Prospectus for use by the public.
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 http://www.mabwell.com . If you require a printed copy of this Prospectus, you may
download and print from the website addresses above.
The contents of the electronic version of the Prospectus are identical to the printed
Prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section
342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
Set out below are procedures through which you can apply for the Hong Kong Offer
Shares electronically. We will not provide any physical channels to accept any application for
the Hong Kong Offer Shares by the public.
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.
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; are outside the United States or a person described in
paragraph (h)(3) of Rule 902 of Regulation S; and have a Hong Kong address (for the HK eIPO
White Form service only) .
Unless permitted by the Listing Rules and the Guide for New Listing Applicants issued by the
Stock Exchange, or any relevant waivers that have been granted by the Stock Exchange, you cannot
apply for any Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying
for: are an existing beneficial owner of Shares in our Company and/or any of its subsidiaries; are
a Director or chief executive officer of our Company and/or any of its subsidiaries; are a close
associates (as defined in the Listing Rules) of any of the above; or have been allocated or have
applied for any International Offer Shares or otherwise participate in the International Offering.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday, April 20, 2026
and end at 12:00 noon on Thursday, April 23, 2026 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application
Channel Platform Target Investors Application Time
HK eIPO
White Form
service /H1118/H1118/H1118/H1118
www.hkeipo.hk
Applicant who would like to
receive a physical H Share
certificate. Hong Kong Offer
Shares successfully applied for
will be allotted and issued in
your own name.
From 9:00 a.m. on Monday, April
20, 2026 to 11:30 a.m. on
Thursday, April 23, 2026
(Hong Kong time). The latest
time for completing full
payment of application monies
will be 12:00 noon on
Thursday, April 23, 2026
(Hong Kong time).
HKSCC EIPO
channel /H1118/H1118/H1118/H1118
Y our broker or
custodian who is a
HKSCC Participant
will submit an
EIPO application
on your behalf
through HKSCC’s
FINI system in
accordance with
your instruction
Applicant who would not like to
receive a physical H Share
certificate. Hong Kong Offer
Shares successfully applied for
will be allotted and issued in
the name of HKSCC Nominees,
deposited directly into CCASS
and credited to your designated
HKSCC Participant’s stock
account.
Contact your broker or
custodian for the earliest and
latest time for giving such
instructions, as this may vary
by broker or custodian.
The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the last
day of the application period to apply for Hong Kong Offer Shares.
For those applying through the HK eIPO White Form service, once you complete payment
in respect of any application instructions given by you or for your benefit through the HK eIPO
White Form service to make an application for Hong Kong Offer Shares, an actual application shall
be deemed to have been made. If you are a person for whose benefit the electronic application
instructions are given, you shall be deemed to have declared that only one set of electronic
application instructions has been given for your benefit. If you are an agent for another person,
you shall be deemed to have declared that you have only given one set of electronic application
instructions for the benefit of the person for whom you are an agent and that you are duly
authorized to give those instructions as an agent. For the avoidance of doubt, giving an application
instruction under the HK eIPO White Form service more than once and obtaining different
payment reference numbers without effecting full payment in respect of a particular reference
number will not constitute an actual application.
If you apply through the HK eIPO White Form service, you are deemed to have authorized
the HK eIPO White Form Service Provider to apply on the terms and conditions in this Prospectus,
as supplemented and amended by the terms and conditions of the HK eIPO White Form service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf
through the HKSCC EIPO Channel, you (and, if you are joint applicants, each of you jointly and
severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting
as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your
behalf and to do on your behalf all the things stated in this Prospectus and any supplement to it.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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For those applying through HKSCC EIPO channel, an actual application will be deemed to
have been made for any application instructions given by you or for your benefit to HKSCC (in
which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time of
the Hong Kong Public Offering. HKSCC Nominees will only be acting as a nominee for you and
neither HKSCC nor HKSCC Nominees shall be liable to you or any other person in respect of any
actions taken by HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares
or for any breach of the terms and conditions of this Prospectus.
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual or 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 number
 Identity document type, with order of
priority: i. LEI registration document; or ii.
Certificate of incorporation; or iii. Business
registration certificate; or iv. Other
equivalent document; and
 Identity document number
Notes:
1. If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong Address. Y ou are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In particular,
where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The number
of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual members’
names.
2. The applicant’s full name as shown on their identity document must be used and the surname, given name,
middle and other names (if any) must be input in the same order as shown on the identity document. If an
applicant’s identity document contains both an English and Chinese name, both English and Chinese names
must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the
applicant’s identity document type must be strictly followed and where an individual applicant has a valid
HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number
must be used when making an application to subscribe for shares in the Hong Kong Public Offering. 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. Such is
subject to change, if the Company’s Articles of Association and applicable company law prescribe for a lower
cap.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint
beneficial owner. If you do not include this information, the application will be treated as being made for your
benefit.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 313 ---
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 Overall Coordinators, 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: 200 Offer Shares
Permitted number of
Hong Kong Offer
Shares for
application and
amount payable on
application/successful
allotment /H1118/H1118/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 maximum Offer Price is HK$30.71 per Offer Share.
If you are applying through the HKSCC EIPO channel, your
broker or custodian may require you to pre-fund your
application, in such amount as determined by the broker or
custodian, based on the applicable laws and regulations in
Hong Kong. Y ou are responsible for complying with any such
pre-funding requirement imposed by your broker or custodian
with respect to the Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for the Hong
Kong Offer Shares on your behalf through the HKSCC EIPO
channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and
authorized HKSCC to cause HKSCC Nominees (acting as
nominee for the relevant HKSCC Participants) to arrange
payment of the final Offer Price, brokerage, SFC transaction
levy, the Stock Exchange trading fee and the AFRC transaction
levy by debiting the relevant nominee bank account at the
Designated Bank for your broker or custodian.
If you are applying through the HK eIPO White Form service,
you may refer to the table below for the amount payable for the
number of H Shares you have selected. Y ou must pay the
respective maximum amount payable on application in full
upon application for Hong Kong Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 314 ---
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 6,203.95 4,000 124,078.84 60,000 1,861,182.62 800,000 24,815,768.28
400 12,407.88 5,000 155,098.56 70,000 2,171,379.72 900,000 27,917,739.31
600 18,611.83 6,000 186,118.27 80,000 2,481,576.83 1,000,000 31,019,710.36
800 24,815.77 7,000 217,137.97 90,000 2,791,773.94 2,000,000 62,039,420.70
1,000 31,019.72 8,000 248,157.68 100,000 3,101,971.04 2,356,600
(1) 73,101,049.41
1,200 37,223.66 9,000 279,177.39 200,000 6,203,942.06
1,400 43,427.59 10,000 310,197.10 300,000 9,305,913.10
1,600 49,631.54 20,000 620,394.20 400,000 12,407,884.15
1,800 55,835.47 30,000 930,591.31 500,000 15,509,855.18
2,000 62,039.42 40,000 1,240,788.41 600,000 18,611,826.21
3,000 93,059.14 50,000 1,550,985.52 700,000 21,713,797.25
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares
initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in
the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application
channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock Exchange trading fee and
the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in your
application as required under the paragraph headed “— A. 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 HK eIPO White Form service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have
made an application through the HK eIPO White Form service or HKSCC EIPO channel, you or
the person(s) for whose benefit you have made the application shall not apply further for any Offer
Shares in the Global Offering.
The H Share Registrar would record all applications into its system and identify suspected
multiple applications with identical names and identification document numbers according to the
Best Practice Note on Treatment of Multiple/Suspected Multiple Applications (“ Best Practice
Note ”) issued by the Federation of Share Registrars Limited. Since applications are subject to
personal information collection statements, identification document numbers displayed are
redacted.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things
on your behalf):
(i) undertake to execute all relevant documents and instruct and authorise us and/or the
Overall Coordinators, 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
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 315 ---
your name or in the name of HKSCC Nominees as required by the Articles of
Association, and (if you are applying through the HKSCC EIPO channel) to deposit the
allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated
HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this Prospectus and the designated website of the HK eIPO White
Form service (or as the case may be, the agreement you entered into with your broker
or custodian), and agree to be bound by them;
(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 shares set out in this
Prospectus and they do not apply to you, or the person(s) for whose benefit you have
made the application;
(v) confirm that you have read this Prospectus and any supplement to it and have relied only
on the information and representations contained therein in making your application (or
as the case may be, causing your application to be made) and will not rely on any other
information or representations;
(vi) agree that the Company, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the
Capital Market Intermediaries, any of their or the Company’s respective directors,
officers, employees, partners, agents, advisers and any other parties involved in the
Global Offering (the “ Relevant Persons ”), the H Share Registrar and HKSCC will not
be liable for any information and representations not in this Prospectus and any
supplement to it;
(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 — 3. Purposes” and “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;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 316 ---
(x) confirm that you are aware of the situations specified in the paragraph headed
“— C. Circumstances In Which Y ou Will Not Be Allocated Hong Kong Offer Shares”
in this section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and
the resulting contract will be governed by and construed in accordance with the laws of
Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place
outside Hong Kong that apply to your application and that neither 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
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 Overall Coordinators will rely on your
declarations and representations in deciding whether or not to allocate any Hong Kong
Offer Shares to you and that you may be prosecuted for making a false declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to
you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application has
been or will be made for your benefit by giving electronic application instructions to
HKSCC directly or indirectly or through the application channel of the HK eIPO White
Form service or by any one as your agent or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another person) warrant
that (1) no other application has been or will be made by you as agent for or for the
benefit of that person or by that person or by any other person as agent for that person
by giving electronic application instructions to HKSCC or to the HK eIPO White
Form Service Provider and (2) you have due authority to give electronic application
instructions on behalf of that other person as its agent.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through the HK eIPO White Form service or HKSCC EIPO channel:
Website /H1118/H1118/H1118/H1118The designated results of allocation at
www.tricor.com.hk/ipo/result or
www.hkeipo.hk/IPOResult with a “search
by ID” function.
The full list of (i) wholly or partially
successful applicants using the HK eIPO
White Form service and HKSCC EIPO
channel, and (ii) the number of Hong Kong
Offer Shares conditionally allotted to them,
among other things, will be displayed at
www.tricor.com.hk/ipo/result or
www.hkeipo.hk/IPOResult .
24 hours, from 11:00 p.m.
on Monday, April 27,
2026 to 12:00 midnight
on Sunday, May 3, 2026
The Stock Exchange’s website at
www.hkexnews.hk and our website at
http://www.mabwell.com which will
provide links to the above mentioned
websites of the H Share Registrar.
No later than 11:00 p.m. on
Monday, April 27, 2026
Telephone /H1118/H1118+852 3691 8488 — the allocation results
telephone enquiry line provided by the H
Share Registrar.
between 9:00 a.m. and 6:00
p.m., from Tuesday, April
28, 2026 to Monday, May
4, 2026 on a Business
Day
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Friday, April 24, 2026.
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Friday, April 24, 2026 on a 24-hour basis and should report any discrepancies on allotments to
HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the results of the final Offer Price, the level of indications of interest
in the Global 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 http://www.mabwell.com by no later than 11:00 p.m. on Monday, April 27, 2026.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 318 ---
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 our discretion to reject your application: We, the Overall
Coordinators, 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.
4. If: (i) you make multiple applications or suspected multiple applications. Y ou may refer to the
paragraph headed “— A. Applications for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications; (ii) your
application instruction is incomplete; (iii) your payment (or confirmation of funds, as the
case may be) is not made correctly; (iv) the Underwriting Agreements do not become
unconditional or are terminated; or (v) we or the Overall Coordinators 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 Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants
will be required to hold sufficient application funds on deposit with their Designated Bank before
balloting. After balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion
of these funds required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment
from their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money settlement failure
by a HKSCC Participant (or its Designated Bank), who is acting on your behalf in settling payment
for your allotted shares, HKSCC will contact the defaulting HKSCC Participant and its Designated
Bank to determine the cause of failure and request such defaulting HKSCC Participant to rectify or
procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected Hong
Kong Offer Shares will be reallocated to the Global 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 319 ---
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under
the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO
channel where the H Share certificates will be deposited into CCASS as described below). No
temporary document of title will be issued in respect of the H Shares. No receipt will be issued for
sums paid on application.
H Share certificates will only become valid at 8:00 a.m. on Tuesday, April 28, 2026, provided
that the Global Offering has become unconditional and the right of termination described in the
section headed “Underwriting” has not been exercised. Investors who trade H Shares prior to the
receipt of H Share certificates or the H Share certificates becoming valid do so entirely at their own
risk. The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of H Share certificate 1
For application
of 1,000,000
Hong Kong
Offer Shares or
more /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person from the H Share
Registrar, Tricor Investor Services
Limited, at 17/F, Far East Finance
Centre, 16 Harcourt Road, Hong Kong
Time : from 9:00 a.m. to 1:00 p.m. on
Tuesday, April 28, 2026.
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 H Share
Registrar.
Note : If you do not collect your H Share
certificate(s) personally within the
time above, it/they will be sent to the
address specified in your application
instructions by ordinary post at your
own risk.
H Share certificate(s) will
be issued in the name of
HKSCC Nominees,
deposited into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
No action by you is
required.
1 Except in the event of any Bad Weather Signals (defined below) in force in Hong Kong in the morning on
Monday, April 27, 2026 rendering it impossible for the relevant H Share certificates to be dispatched to
HKSCC in a timely manner, the Company shall procure the H Share Registrar to arrange for delivery of the
supporting documents and H Share certificates in accordance with the contingency arrangements as agreed
between them. Y ou may refer to “— E. Bad Weather Arrangements” in this section.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 320 ---
HK eIPO White Form service HKSCC EIPO channel
For application
of less than
1,000,000
Hong Kong
Offer Shares /H1118/H1118/H1118
Y our H Share certificate(s) will be sent
to the address specified in your
application instructions by ordinary
post on Monday, April 27, 2026 at
your own risk.
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tuesday, April 28, 2026 Subject to the arrangement
between you and your
broker or custodian .
Responsible party /H1118H Share Registrar Y our broker or custodian .
Application
monies paid
through single
bank account /H1118/H1118/H1118
HK eIPO White Form e-Auto Refund
payment instructions to your
designated bank account.
Y our broker or custodian
will arrange refund to
your designated bank
account subject to the
arrangement between
you and it.
Application
monies paid
through multiple
bank accounts /H1118/H1118
Refund cheque(s) will be despatched to
the address as specified in your
application instructions by ordinary
post at your own risk.
E. BAD WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Thursday, April 23, 2026 if, there is: a tropical
cyclone warning signal number 8 or above; a “black” rainstorm warning; and/or Extreme
Conditions, (collectively, “ Bad Weather Signals ”), in force in Hong Kong at any time between
9:00 a.m. and 12:00 noon on Thursday, April 23, 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 Bad
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
http://www.mabwell.com of the revised timetable.
If a Bad Weather Signal is hoisted on Monday, April 27, 2026, the H Share Registrar will
make appropriate arrangements for the delivery of the H Share certificates to the CCASS
Depository’s service counter so that they would be available for trading on Tuesday, April 28, 2026.
If a Bad Weather Signal is hoisted on Monday, April 27, 2026, for application of less than 1,000,000
Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be made by ordinary
post when the post office re-opens after the Bad Weather Signal is lowered or cancelled (e.g. in the
afternoon of Monday, April 27, 2026 or on Tuesday, April 28, 2026). If a Bad Weather Signal is
hoisted on Tuesday, April 28, 2026, for application of 1,000,000 Hong Kong Offer Shares or more,
physical H Share certificate(s) will be available for collection in person at the H Share Registrar’s
office after the Bad Weather Signal is lowered or cancelled (e.g. in the afternoon of Tuesday, April
28, 2026 or on Wednesday, April 29, 2026).
HOW TO APPLY FOR HONG KONG OFFER SHARES
–3 1 1–


--- page 321 ---
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share
certificates.
F. ADMISSION OF THE SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the H Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS
with effect from the date of commencement of dealings in the H Shares or any other date HKSCC
chooses. Settlement of transactions between Exchange Participants is required to take place in
CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and 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 banks and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. This personal data may include client identifier(s) and your identification information.
By giving application instructions to HKSCC, you acknowledge that you have read, understood and
agree to all of the terms of the Personal Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong
Kong Offer Shares, of the policies and practices of the Company and the H Share Registrar in
relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of
Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that
personal data supplied to the Company or its agents and the H Share Registrar is accurate and
up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into
or out of their names or in procuring the services of the H Share Registrar. Failure to supply the
requested data or supplying inaccurate data may result in your application for Hong Kong Offer
Shares being rejected, or in the delay or the inability of the Company or the H Share Registrar to
effect transfers or otherwise render their services. It may also prevent or delay registration or
transfers of Hong Kong Offer Shares which you have successfully applied for and/or the despatch
of H Share certificate(s) to which you are entitled. 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 cheque and HK eIPO White Form
e-Auto Refund payment instruction(s), where applicable, verification of compliance with the terms
and application procedures set out in this Prospectus and announcing results of allocation of Hong
Kong Offer Shares; compliance with applicable laws and regulations in Hong Kong and elsewhere;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 312 –


--- page 322 ---
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 banks and overseas
principal share registrar; HKSCC or HKSCC Nominees, who will use the personal data and may
transfer the personal data to the H Share Registrar, in each case for the purposes of providing its
services or facilities or performing its functions in accordance with its rules or procedures and
operating FINI and CCASS (including where applicants for the Hong Kong Offer Shares request a
deposit into CCASS); any agents, contractors or third-party service providers who offer
administrative, telecommunications, computer, payment or other services to the Company or the H
Share Registrar in connection with their respective business 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 fulfill the purposes for which the
personal data were collected. Personal data which is no longer required will be destroyed or dealt
with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong
Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the
Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to
correct any data that is inaccurate. The Company and the H Share Registrar have the right to charge
a reasonable fee for the processing of such requests. All requests for access to data or correction
of data should be addressed to the Company and the H Share Registrar, at their registered address
disclosed in the section headed “Corporate Information” in this Prospectus or as notified from time
to time, for the attention of the company secretary, or the H Share Registrar for the attention of the
privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 313 –


--- page 323 ---
The following is the text of a report received from our Company’ s reporting accountants, Ernst
& Young, Certified Public Accountants, Hong Kong, for the purpose of incorporation in the
prospectus.
⭰㰟㛪姯⸒Ṳ⋀㈧
榀㸖毩歁㵳勘䙮怺 979噆
⤑⏋✱ᷧ⺎27㧺
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF MABWELL (SHANGHAI) BIOSCIENCE CO., LTD., CITIC SECURITIES
(HONG KONG) LIMITED AND HAITONG INTERNATIONAL CAPITAL LIMITED
Introduction
We report on the historical financial information of Mabwell (Shanghai) Bioscience Co., Ltd.
(the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-62, 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 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-62 forms an integral part of this report, which has been prepared for inclusion in the prospectus
of the Company dated 20 April 2026 (the “Prospectus”) in connection with the initial listing of the
H shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited (the
“Stock Exchange”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation set out in note
2.1 to the Historical Financial Information, and for such internal control as the directors determine
is necessary to enable the preparation of the Historical Financial Information that is free from
material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial
Information in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”). This standard requires that we comply with ethical standards and plan
and perform our work to obtain reasonable assurance about whether the Historical Financial
Information is free from material misstatement.
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
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 324 ---
effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by the directors,
as well as evaluating the overall presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the accountants’
report, a true and fair view of the financial position of the Group and the Company as at 31
December 2024 and 2025 and of the financial performance and cash flows of the Group for 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 & Young
Certified Public Accountants
Hong Kong
20 April 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 325 ---
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 as 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 326 ---
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/H1118/H1118/H11185 199,622 658,694
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(30,388) (62,323)
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/H1118169,234 596,371
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 52,393 49,510
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(191,672) (225,257)
Research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(782,869) (976,961)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(218,248) (279,474)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,246) (21,701)
(Impairment)/reversal of impairment on financial
assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (2,225) 2,526
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 (57,780) (90,846)
Share of losses of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,058) (10,562)
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 (1,047,471) (956,394)
Income tax credit/(expense) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 907 (15,864)
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(1,046,564) (972,258)
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(1,043,919) (969,334)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,645) (2,924)
(1,046,564) (972,258)
OTHER COMPREHENSIVE INCOME/(LOSS)
Exchange differences on translation of foreign
operations of group entities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118279 (627)
OTHER COMPREHENSIVE INCOME/(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/H1118279 (627)
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(1,046,285) (972,885)
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(1,043,640) (969,961)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,645) (2,924)
(1,046,285) (972,885)
LOSS PER SHARE A TTRIBUTABLE TO
ORDINARY EQUITY HOLDERS OF THE
PARENT
Basic and diluted (RMB)
– For 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/H111812 (2.61) (2.43)
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 327 ---
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 1,900,684 1,847,343
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 292,039 259,599
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 118,770 118,770
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 19,420 15,700
Investments in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 46,658 91,137
Prepayments, other receivables and other assets /H1118/H1118/H1118/H111822 192,757 180,653
Financial assets at fair value through profit or loss /H1118/H111819 – 4,037
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,570,328 2,517,239
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/H111820 211,682 187,897
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/H111821 38,344 99,789
Prepayments, other receivables and other assets /H1118/H1118/H1118/H111822 258,754 222,627
Financial assets measured 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/H111819 3,773 –
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118733 1,718
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 1,191,894 1,526,571
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/H11181,705,180 2,038,602
CURRENT LIABILITIES
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/H111824 100,234 197,097
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 371,506 680,807
Due to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 108 12,935
Derivative financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 3,097 2,682
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 1,035,253 1,327,598
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 31,516 34,616
Corporate bonds /H1118/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 – 2,869
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,541,714 2,258,604
NET CURRENT ASSETS/(LIABILITIES) /H1118/H1118/H1118/H1118/H1118/H1118/H1118163,466 (220,002)
TOTAL ASSETS LESS CURRENT LIABILITIES /H1118 2,733,794 2,297,237
NON-CURRENT LIABILITIES
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 28,603 102,127
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 1,006,446 948,030
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 142,966 114,038
Redemption liabilities on non-controlling shares in a
subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 – 207,085
Corporate bonds /H1118/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 – 392,955
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,178,015 1,764,235
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/H11181,555,779 533,002
EQUITY
Equity attributable to owners of the parent
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 399,600 399,600
Treasury 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/H111830 – (49,995)
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/H111831 1,169,278 (98)
1,568,878 349,507
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,099) 183,495
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,555,779 533,002
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 328 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2024
Attributable to owners of the parent
Share capital
Capital
reserve*
Restricted
shares and
share option
reserve*
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
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118399,600 5,637,668 292,981 4,802 (3,751,349) 2,583,702 (10,454) 2,573,248
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (1,043,919) (1,043,919) (2,645) (1,046,564)
Other comprehensive loss for the year:
Exchange differences on translation of
foreign operations of group entities /H1118/H1118/H1118/H1118 – – – 279 – 279 – 279
Total comprehensive loss for the year /H1118/H1118/H1118/H1118/H1118/H1118– – – 279 (1,043,919) (1,043,640) (2,645) (1,046,285)
Exercise of restricted share units /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 300,390 (300,390) –––––
Recognition of share-based payment expenses
(note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 28,816 – – 28,816 – 28,816
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118399,600 5,938,058 21,407 5,081 (4,795,268) 1,568,878 (13,099) 1,555,779
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 329 ---
Y ear ended 31 December 2025
Attributable to owners of the parent
Share capital
Treasury
shares
Capital
reserve*
Restricted
shares and
share option
reserve*
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
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118399,600 – 5,938,058 21,407 5,081 (4,795,268) 1,568,878 (13,099) 1,555,779
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (969,334) (969,334) (2,924) (972,258)
Other comprehensive loss for
the year:
Exchange differences on
translation of foreign
operations of group
entities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (627) – (627) – (627)
Total comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (627) (969,334) (969,961) (2,924) (972,885)
Capital contribution from non-
controlling shareholders /H1118/H1118/H1118/H1118 –– 4 8 2––– 4 8 2 199,518 200,000
Repurchase obligation to non-
controlling shareholder /H1118/H1118/H1118/H1118/H1118– – (200,000) – – – (200,000) – (200,000)
Shares repurchased /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (49,995) (7) – – – (50,002) – (50,002)
Recognition of share-based
payment expenses (note 32) /H1118 ––– 1 1 0–– 1 1 0– 1 1 0
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118399,600 (49,995) 5,738,533 21,517 4,454 (5,764,602) 349,507 183,495 533,002
* The reserve accounts comprised RMB1,169,278,000 and RMB(98,000) in the consolidated statements of financial position as at 31 December 2024 and 202 5, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 330 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
Notes 2024 2025
RMB’000 RMB’000
CASH FLOWS FROM OPERA TING ACTIVITIES
Loss before tax: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,047,471) (956,394)
Adjustments for:
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 57,780 90,846
Share of losses of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 7,058 10,562
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/H1118/H11185 (20,917) (7,609)
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/H1118/H1118/H11186 114 104
Loss on disposal of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (207)
Fair value gains, net:
Financial assets measured 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/H11185 (149) (707)
Derivative financial liabilities measured 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/H11186 (345) (415)
Investment income from financial assets measured at
fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (809) (176)
Investment income from financial assets measured at
amortised 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/H11185 (2,030) (785)
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H111813 95,060 179,544
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 35,223 34,713
Amortisation of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 15,938 5,014
Impairment losses of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 5,527 11,264
Impairment losses/(reversal impairment losses) on
trade receivables and other receivables, net /H1118/H1118/H1118/H1118/H1118/H11186 2,225 (2,526)
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 28,816 110
Foreign exchange differences, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (283) 3,555
(Increase)/decrease in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(57,909) 12,521
Increase in trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,859) (62,483)
(Increase)/decrease in prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(56,504) 34,400
Decrease/(increase) in restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,482 (984)
Increase in trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,945 96,863
(Decrease)/increase in other payables and accruals /H1118/H1118 (59,592) 272,744
(Decrease)/increase in amounts due to related
parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(70) 327
Cash used in operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(975,770) (279,719)
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/H1118
21,764 7,577
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,438) (18,081)
Income tax refund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,001 –
Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(956,443) (290,223)
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 331 ---
Y ear ended 31 December
Notes 2024 2025
RMB’000 RMB’000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of items of property, plant and equipment /H1118 (313,095) (157,166)
Proceeds from 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/H1118–1
Purchases of items of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,777) –
Purchases of items of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118 (197) (545)
Purchases of financial assets measured 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(209,306) (225,245)
Redemption of financial assets measured at fair
value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118220,530 228,985
Purchases of financial assets measured at amortised
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(126,098) –
Redemption of financial assets measured at
amortised 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/H1118161,930 –
Investment income from financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,988 1,241
Investments in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,530) (46,586)
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(291,555) (199,315)
CASH FLOWS FROM FINANCING ACTIVITIES
New bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,605,481 2,465,810
Loans from financial institutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 200,000
Repayment of borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,669,130) (2,230,262)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(66,112) (78,381)
Receipt of fiscal interest discount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,892 –
Payment of listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,460) (23,367)
Other financing payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,921)
Capital Contribution from non-controlling
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 200,000
Finance lease security deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (5,000)
Proceeds from corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 400,000
Lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) (35,973) (34,432)
Purchase of treasury shares for share-based payment
plans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (50,002)
Repayment of loans from financial institutions /H1118/H1118/H1118/H1118/H1118 – (48,520)
Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118831,698 791,925
NET (DECREASE)/INCREASE IN CASH AND
CASH EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(416,300) 302,387
Cash and cash equivalents at beginning of year /H1118/H1118/H1118/H1118 1,643,633 1,227,566
Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118 233 (3,614)
CASH AND CASH EQUIV ALENTS A T END OF
YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 1,227,566 1,526,339
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 332 ---
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 90,844 122,387
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 64,671 51,160
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 1,068 1,517
Investments in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 29,384 71,959
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 1,540,988 1,940,997
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 29,461 31,291
Prepayments, other receivables and other assets /H1118/H1118/H1118/H111822 29,059 62,210
Financial assets at fair value through profit or loss /H1118/H111819 – 4,037
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,785,475 2,285,558
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/H111820 38,916 32,455
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/H111821 1,121 39,546
Prepayments, other receivables and other assets /H1118/H1118/H1118/H111822 45,917 137,534
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 2,205,199 1,210,609
Advance to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 181,644 452,811
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 631,166 737,309
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/H11183,103,964 2,610,265
CURRENT LIABILITIES
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/H111824 84,023 165,836
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 113,941 364,440
Derivative financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 3,097 2,682
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 908,853 1,042,734
Due to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 108 12,935
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 96,114 369,636
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 13,124 12,169
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,869
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,219,260 1,973,301
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,884,704 636,964
TOTAL ASSETS LESS CURRENT LIABILITIES /H1118 3,670,179 2,922,522
NON-CURRENT LIABILITIES
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 2,653 2,980
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 75,867 64,770
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 59,234 47,065
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 392,955
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137,754 507,770
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/H11183,532,425 2,414,752
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 399,600 399,600
Treasury 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– (49,995)
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/H111831 3,132,825 2,065,147
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,532,425 2,414,752
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 333 ---
NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
Mabwell (Shanghai) Bioscience Co., Ltd. (the “Company”) is a joint stock limited company with limited liability
registered in Chinese mainland on 12 May 2017, which is ultimately controlled by, among others, Mr. Tang Chunshan and
Ms. Chen Shanna. The registered office address of the Company is Room 105, Building 2, No. 230 Cailun Road, China
(Shanghai) Pilot Free Trade Zone, the PRC. On 18 January 2022, the Company’s A Shares were listed on the Shanghai Stock
Exchange STAR Market.
The Group is principally engaged in the research and development of new molecular entity drugs, and its business
scope is research, development, transfer, technical services for and production and sales of new pharmaceutical and chemical
technologies and new pharmaceutical products in the People’s Republic of China (the “PRC”).
As at the date of this report, the Company had direct and indirect interests in its subsidiaries, all of which are private
limited liability companies (or, if incorporated outside Hong Kong, have substantially similar characteristics to a private
company incorporated in Hong Kong), the particulars of which are as follows:
Name Note
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
ʮ̡
Nanjing NovoAcine
Biotechnology Co., Ltd.*
(“Nanjing NovoAcine”) /H1118/H1118/H1118
(a) PRC/Chinese
mainland
30 November
2015
RMB15,000,000 80 – Research and
development of
pharmaceutical
products
۾(ᘆ˥)ʮ̡
Maiwei (Lishui)
Pharmaceutical Science &
Technology Co., Ltd.*
(“Maiwei Lishui”) /H1118/H1118/H1118/H1118/H1118
(a) PRC/Chinese
mainland
20 December 2021
RMB10,000,000 100 – Research and
development of
pharmaceutical
products
ҦϞ
ʮ̡ Shanghai Langrun
Mabwell Biomedical
Technology Co., Ltd.*
(“Langrun Mabwell”) /H1118/H1118/H1118/H1118
(b) PRC/Chinese
mainland
31 May 2017
RMB600,000,000 100 – Research and
development and
manufacturing of
pharmaceutical
products
ʮ̡
Jiangsu Mabwell
Pharmaceutical Co., Ltd.*
(“Jiangsu Mabwell”) /H1118/H1118/H1118/H1118
(b) PRC/Chinese
mainland
10 February 2014
RMB10,000,000 100 – Trade of
pharmaceutical
products
ʮ̡
Beijing Kohnoor Science &
Technology Co., Ltd.*
(“Beijing Kohnoor”) /H1118/H1118/H1118/H1118
(a) PRC/Chinese
mainland
23 May 2008
RMB1,000,000 100 – Research and
development of
pharmaceutical
products
ʮ̡
Jiangsu T-mab Bio Pharma
Co., Ltd.* (“T-mab Bio
Pharm”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(c) PRC/Chinese
mainland
30 July 2008
RMB880,000,000 100 – Research and
development and
manufacturing of
pharmaceutical
products
ʮ̡
Shanghai Destiny Biotech
Co., Ltd.* (“Destiny
Biotech”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(a) PRC/Chinese
mainland
25 October 2013
RMB5,575,000 100 – Research and
development of
pharmaceutical
products
ʮ̡
Shanghai PUREmab Bio-
Tech Co., Ltd.*
(“PUREmab”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
(a) PRC/Chinese
mainland
2 May 2017
RMB10,000,000 100 – Research and
development of
pharmaceutical
products
ʮ̡
Jiangsu Mabwell Health
Pharmaceutical R&D Co.,
Ltd.* (“Mabwell Health
Pharmaceutical”) /H1118/H1118/H1118/H1118/H1118/H1118
(a) PRC/Chinese
mainland
11 September
2018
RMB50,000,000 100 – Research and
development of
pharmaceutical
products
ʮ̡
Shanghai Junshikang
Bioscience Co., Ltd.*
(“Shanghai Junshikang”) /H1118/H1118
(a) PRC/Chinese
mainland
2 December 2021
RMB10,000,000 51 – Research and
development of
pharmaceutical
products
Ҧ(एϪ)ʮ̡
MabwellVision (Zhejiang)
Pharmaceutical Science &
Technology Co., Ltd.*
(“MabwellVision”) /H1118/H1118/H1118/H1118/H1118
(a) PRC/Chinese
mainland
28 April 2024
RMB10,000,000 100 – Research and
development of
pharmaceutical
products
APPENDIX I ACCOUNTANTS’ REPORT
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Name Note
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
۾(ᅅ)ʮ̡
Mabwell (Chongqing)
Biopharma Co., Ltd.*
(“Mabwell Chongqing”) /H1118/H1118/H1118
(b) PRC/Chinese
mainland
23 May 2024
RMB1,208,000,000 – 83 Research and
development of
pharmaceutical
products
ʮ̡
Mabwell Bioscience
Industrial Co., Limited*
(“Mabwell Bioscience”) /H1118/H1118/H1118
(a) Hong Kong
12 July 2024
HK$10,000 100 – Research and
development of
pharmaceutical
products
௴๕(ɪऎ)ʮ
̡ Lianwei Chuangyuan
(Shanghai) Biotechnology
Co., Ltd. (Lianwei
Chuangyuan) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(a) PRC/Chinese
mainland
20 November
2025
RMB8,000 82 18 Research and
development of
pharmaceutical
products
ፔ༔Υ
ྫΆุ(Υྫ) Shanghai
Lianwei Xiechuang
Biopharmaceutical
Information Consulting
Partnership Enterprise
(Limited Partnership)
(“Lianwei Xiechuang”) /H1118/H1118/H1118
(a) PRC/Chinese
mainland
11 November
2025
RMB1,440 1 99 Research and
development of
pharmaceutical
products
ʮ̡
MABWELL SINGAPORE
PTE. LTD. (“Mabwell
Singapore”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(a) Singapore
7 July 2025
SGD$1 100 – Research and
development of
pharmaceutical
products
Mabwell Therapeutics, INC
(“Mabwell U.S.”) /H1118/H1118/H1118/H1118/H1118/H1118
(a) USA/United States
of America
26 July 2018
US$12,500,000 100 – Research and
development of
pharmaceutical
products
DESTINY BIOTECH LLC
(“Destiny U.S.”) /H1118/H1118/H1118/H1118/H1118/H1118
(a)/(d) USA/United States
of America
31 May 2016
US$2,380,000 – 100 Research and
development of
pharmaceutical
products
* The English names of the companies registered in Chinese mainland referred to above in this note represent
management’s best effort in translating the Chinese names of those companies as no English names have been
registered or are available.
Notes:
(a) No audited statutory financial statements have been prepared for these entities since their incorporation/ registration.
(b) The statutory financial statements of these entities for this year ended 31 December 2024 prepared in accordance with
PRC Generally Accepted Accounting Principles were audited by Beijing Zhenglue Certified Public Accountants Co.,
Ltd. The statutory financial statements of these entities for the year ended 31 December 2025 have not been issued
as of the date of this report.
(c) The statutory financial statements of the entity for the years ended 31 December 2024 prepared in accordance with
PRC Generally Accepted Accounting Principles were audited by Jiangsu Fangcheng Certified Public Accountants
LLP , respectively. The statutory financial statements of the entity for the year ended 31 December 2025 have not been
issued as of the date of this report.
(d) Destiny U.S. was deregistered on 12 February 2024.
2.1 BASIS OF PREPARATION
The Historical Financial Information has been prepared in accordance with HKFRS Accounting Standards (which
include all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (“HKASs”) and Interpretations) as
issued by the HKICPA. All HKFRS 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 financial
assets at fair value through profit or loss and certain financial liabilities which have been measured at fair value through
profit or loss. These financial statements are presented in Renminbi (“RMB”) and all values are rounded to the nearest
thousand except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
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Basis of consolidation
The Historical Financial Information includes the financial statements of the Company and its subsidiaries for the
Relevant Periods. A subsidiary is an entity (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 Relevant Periods as the Company, using
consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control,
and continue to be consolidated until the date that such control ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent of the
Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. All
intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the
Group are eliminated in full on consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control described above. A change in the ownership interest of a subsidiary, without
a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, any
non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any investment retained and
any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised in other
comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would be
required if the Group had directly disposed of the related assets or liabilities.
2.2 ISSUED BUT NOT YET EFFECTIVE HKFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amended HKFRS Accounting Standards, that have been issued but
are not yet effective, in these financial statements. The Group intends to apply these new and amended HKFRS Accounting
Standards, if applicable, when they become effective.
HKFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements
2
HKFRS 19 and its amendments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 2
Amendments to HKFRS 9 and HKFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement of
Financial Instruments 1
Amendments to HKFRS 9 and HKFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 1
Amendments to HKFRS 10 and HKAS 28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor and
its Associate or Joint V enture 3
Amendments to HKAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation
Currency 2
Annual Improvements to HKFRS Accounting Standards
– V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to HKFRS 1, HKFRS 7, HKFRS 9, HKFRS
10 and HKAS 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 application of HKFRS 18 will have no impact on the consolidated statements of financial position of the Group,
but will have impact on the presentation of the consolidated statements of profit or loss and other comprehensive income.
Except for HKFRS 18, the directors of the Company anticipate that the application of these new and amended HKFRS
Accounting Standards will have no material impact on the Group’s financial performance and financial position in the
foreseeable future.
APPENDIX I ACCOUNTANTS’ REPORT
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2.3 MATERIAL ACCOUNTING POLICIES
Investments in associates
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 associates 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 associates is included in the
consolidated profit or loss and other comprehensive income, respectively. 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 statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and
its associates are eliminated to the extent of the Group’s investments in the associates, except where unrealised losses
provide evidence of an impairment of the assets transferred. Goodwill arising from the acquisition of associates is included
as part of the Group’s investments in associates.
Upon loss of significant influence over the control of 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.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred is measured at
the acquisition date fair value which is the sum of the acquisition date fair values of assets transferred by the Group,
liabilities assumed by the Group to the former owners of the acquiree and the equity interests issued by the Group in
exchange for control of the acquiree. For each business combination, the Group elects whether to measure the
non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets.
All other components of non-controlling interests are measured at fair value. Acquisition-related costs are expensed as
incurred.
The Group determines that it has acquired a business when the acquired set of activities and assets includes an input
and a substantive process that together significantly contribute to the ability to create outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as
at the acquisition date. This includes the separation of embedded derivatives in host contracts of the acquiree.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date.
Contingent consideration classified as an asset or liability is measured at fair value with changes in fair value recognised
in profit or loss. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is
accounted for within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount
recognised for non-controlling interests and any fair value of the Group’s previously held equity interests in the acquiree over
the identifiable assets acquired and liabilities assumed. If the sum of this consideration and other items is lower than the fair
value of the net assets acquired, the difference is, after reassessment, recognised in profit or loss as a gain on bargain
purchase.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for
impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be
impaired. The Group performs its annual impairment test of goodwill as at 31 December. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s
cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination,
irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating
units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit (group of cash-generating
units) is less than the carrying amount, an impairment loss is recognised. An impairment loss recognised for goodwill is not
reversed in a subsequent period.
Where goodwill has been allocated to a cash-generating unit (or group of cash-generating units) and part of the
operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying
amount of the operation when determining the gain or loss on the disposal. Goodwill disposed of in these circumstances is
measured based on the relative value of the operation disposed of and the portion of the cash-generating unit retained.
Fair value measurement
The Group measures certain financial instruments at fair value at the end of the Relevant Periods. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell
the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a
APPENDIX I ACCOUNTANTS’ REPORT
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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.
All assets and liabilities for which fair value is measured or disclosed in the Historical Financial Information are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the
fair value measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the Historical Financial Information on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a whole) at the end of the Relevant Periods.
During the Relevant Periods, the Group had certain financial assets and financial liabilities categorised within Level
3 of fair value measurement. The Level 3 Financial liabilities include derivative financial liabilities. The finance department
headed by the finance director is responsible for determining the policies and procedures for the fair value measurement of
financial instruments. At the end of the Relevant Periods, the finance department analyses the movements in the values of
financial instruments and determines the major inputs applied in the valuation. The valuation is reviewed and approved by
the finance director.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than
inventories, deferred tax assets and financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable
amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from
other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which
the asset belongs. In testing a cash-generating unit for impairment, a portion of the carrying amount of a corporate asset (e.g.,
a headquarters building) is allocated to an individual cash-generating unit if it can be allocated on a reasonable and consistent
basis or, otherwise, to the smallest group of cash-generating units.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to
profit or loss in the period in which it arises in those expense categories consistent with the function of the impaired asset.
An assessment is made at the end of the Relevant Periods as to whether there is an indication that previously
recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable
amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there has
been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the
carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment loss been
recognised for the asset in prior years. A reversal of such an impairment loss is credited to profit or loss in the period in which
it arises.
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;
APPENDIX I ACCOUNTANTS’ REPORT
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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:
Category Principal annual rate
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/H111820.00% to 33.33%
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/H11184.75%
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.50% to 19.00%
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/H111819.00% to 31.67%
Electronic 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/H111831.67%
Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823.75%
Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated
on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the
depreciation method are reviewed, and adjusted if appropriate, at least at the end of the Relevant Periods.
An item of property, plant and equipment including any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement
recognised in profit or loss in the year the asset is derecognised is the difference between the net sales proceeds and the
carrying amount of the relevant asset.
Construction in progress is stated at cost less any impairment losses, and is not depreciated. It is reclassified to the
appropriate category of property, plant and equipment when completed and ready for use.
Intangible assets (other than goodwill)
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired
in a business combination is the fair value at the date of acquisition. 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 the end of the Relevant
Periods.
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 five years.
APPENDIX I ACCOUNTANTS’ REPORT
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Patents and Trademark
Purchased patents and trademark are stated at cost less any impairment losses and are amortised on the straight-line
basis over their estimated useful lives of ten years.
Licenses
Licenses are stated at cost less any impairment losses and are amortised on the straight-line basis over their estimated
useful lives of 33 months.
Research and development costs
All research costs are charged to profit or loss as incurred.
Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can
demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention
to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of
resources to complete the project and the ability to measure reliably the expenditure during the development. Product
development expenditure which does not meet these criteria is expensed when incurred.
The Group starts capitalization of research and development costs, when the Group obtained the formal drug
registration approval issued by the National Medical Products Administration of China or similar foreign regulatory
agencies, or other approvals that allow the drug to enter the production and commercialization process (excluding
conditional drug registration approvals), and the capitalization end when the drug is sold.
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:
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/H11182 to 10.58 years
V ehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.00-3.00 years
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/H111850.00 years
(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.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification,
a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a change
in an index or rate) or a change in assessment of an option to purchase the underlying asset.
The Group’s lease liabilities are presented in a separate line on the consolidated statements of financial
position.
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(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of buildings (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 is
considered to be of low value.
Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a
straight-line basis over the lease term.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost and fair value
through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. 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 HKFRS 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 measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss are carried in the statement of financial position
at fair value with net changes in fair value recognised in profit or loss. This category includes derivative instruments
and debt investments.
Derivative financial assets mainly comprise the preferred liquidation rights embedded in the investment terms
of its associates. Embedded derivatives are measured at fair value with changes in fair value recognised in the
statement of profit or loss. Reassessment occurs if there is a change in the terms of the contract that significantly
modifies the cash flows. The evaluation methods are referred to note 37
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 statements 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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When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When it has
neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the
Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the
Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that
reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
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 60 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 during the Relevant Period. 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 financial liabilities at fair value through profit or loss,
loans and borrowings, corporate bonds, or payables, as appropriate.
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All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, corporate bonds
and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade payables, other payables and accruals, derivative financial liabilities,
corporate bonds, amounts due to related parties and interest-bearing bank borrowings.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities at amortised cost (trade and other payables, and borrowings)
After initial recognition, trade and other payables, and borrowings are subsequently measured at amortised
cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they
are stated at cost. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as
through the effective interest rate amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance
costs in profit or loss.
Redemption liabilities on non-controlling shares in a subsidiary
The Group has repurchase obligation according to the terms of the Shareholders’ Agreement of a subsidiary.
The financial liability is recognised initially at the present value of the redemption amount, and is reclassified from
equity. Subsequently, if the Group revises its estimates of future payments, the Group will adjust the carrying amount
of the redemption liabilities to reflect actual and revised estimated cash outflows. Further details are included in note
28 to the Historical Financial Information.
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.
Treasury shares
Own equity instruments which are reacquired and held by the Company or the Group (treasury shares) are recognised
directly in equity at cost. No gain or loss is recognised in the statement of profit or loss on the purchase, sale, issue or
cancellation of the Group’s own equity instruments.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis.
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 statements of financial position comprise cash on hand and at banks, and short-term
highly liquid deposits with a maturity of generally within three months that are readily convertible into known amounts of
cash, subject to an insignificant risk of changes in value and held for the purpose of meeting short-term cash commitments.
For the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise cash on hand and
at banks, and short-term deposits as defined above, less bank overdrafts which are repayable on demand and form an integral
part of the Group’s cash management.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event and
it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can
be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the end of
the Relevant Periods of the future expenditures expected to be required to settle the obligation. The increase in the discounted
present value amount arising from the passage of time is included in finance costs in profit or loss.
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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 Relevant
Periods, taking into consideration interpretations and practices prevailing in the countries in which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the Relevant Periods
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences;
and
 in respect of taxable temporary differences associated with investments in subsidiaries and associates, 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 and associates,
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 the Relevant Periods and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to
be utilised. Unrecognised deferred tax assets are reassessed at the end of the Relevant Periods and are recognised to the
extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset
to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset
is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the
end of the Relevant Periods.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to
set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either
to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in
each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be
received, and all attaching conditions will be complied with.
When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the
costs, for which it is intended to compensate, are expensed.
Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to the
statement of 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 or services 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 or services.
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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 or services 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.
When the contract contains a financing component which provides the customer with a significant benefit of financing
the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the
amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between
the Group and the customer at contract inception. When the contract contains a financing component which provides the
Group with a significant financial benefit for more than one year, revenue recognised under the contract includes the interest
expense accreted on the contract liability under the effective interest method. For a contract where the period between the
payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not
adjusted for the effects of a significant financing component, using the practical expedient in HKFRS 15.
Sale of pharmaceutical products
The Group sells pharmaceutical products to third-party contract sales organisations. Revenue from the sale of goods
is recognised at the point in time when control of the asset is transferred to the third-party contract sales organisations,
generally on receipt of the goods.
Out-licensing arrangements
The Group grant intellectual property licenses (the “License”) of certain products. The License are either sold
separately or bundled together with research and development services to one customer.
Contracts for bundled License and research and development services are comprised of two performance obligations
because the promises to transfer the License and provide research and development services are capable of being distinct
and separately identifiable. Accordingly, the transaction price is allocated based on the relative stand-alone selling prices of
the License and research and development services.
(i) Licenses of intellectual property rights
For the intellectual property licenses which the customer gets a right to use the License, the revenue of the License
is recognised at a point of time, when the control of the license is transferred to the customer and the customer is able to
consume and benefit from the License. The consideration for License comprises fixed element and variable elements. The
variable elements are included in the transaction price when the Group can conclude that it is highly probable there will not
be a significant reversal of revenue.
(ii) Research and development services
For the research and development service which the customers can’t control the service or consume the benefit or
have no enforceable obligation to pay for the service provided to date, the Group concluded that the research and
development service can be identified as a performance obligation satisfied at a point in time. The stand-alone selling prices
is recognised as revenue when the customers accept and can benefit from this service.
For research and development services which the customer simultaneously receives and consumes the benefits
provided by the Group, the revenue from research and development services is recognised over time, using an input method
to measure progress towards complete satisfaction of the service. The progress is determined on the basis of the cost
expended relative to the total expected cost to complete the service.
(iii) Milestone payments
At the inception of each arrangement that includes development milestone payments, the management of the
Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included
in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not
occur, the associated milestone value is included in the transaction price. Milestones related to development-based activities
may include initiation of various phases of clinical trials. Due to the uncertainty involved in meeting these development-
based targets, they are generally fully constrained at contract inception. The management of the Company assesses whether
the variable consideration is fully constrained for the Relevant Periods based on the facts and circumstances surrounding the
clinical trials. Upon changes to constraint associated with the developmental milestones, variable consideration is included
in the transaction price when a significant reversal of revenue recognised is not expected to occur and allocated to the
separate performance obligations. Due to the inherent uncertainty with the approval process, regulatory milestones are fully
constrained until the period in which those regulatory approvals are achieved. Regulatory milestones are included in the
transaction price in the period regulatory approval is obtained.
(iv) Royalties
For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the
licences that are deemed to be the predominant items to which the royalties relate, the Group recognises revenue at the later
of (i) when the related sales occur, and (ii) when the performance obligation to which some or all of the royalties have been
allocated is satisfied (or partially satisfied).
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Revenue from other sources
Rental income is recognised on a time proportion basis over the lease terms.
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 services. Contract liabilities are recognised as revenue when the Group
performs under the contract (i.e., transfers control of the related services to the customer).
Contract cost assets
The Group’s contract cost assets include the costs to obtain and fulfil a contract and are classified as inventories by
liquidity.
The Group recognises as an asset the incremental costs of obtaining a contract with a customer if the Group expects
to recover those costs.
Other than the costs which are capitalised as inventories, fixed assets and intangible assets, etc., costs incurred to
fulfil a contract with a customer are capitalised as an asset if all of the following criteria are met:
(1) the costs relate directly to a contract or to an anticipated contract, including direct labour, direct materials,
overheads (or similar expenses), costs that are explicitly chargeable to the customer and other costs that are
incurred only because an entity entered into the contract;
(2) the costs generate or enhance resources of the Group that will be used in satisfying performance obligations
in the future; and
(3) the costs are expected to be recovered.
The contract cost asset is amortised and charged to profit or loss on a systematic basis that is consistent with the
pattern of the revenue to which the asset related is recognised.
The Group accrues provisions for impairment and recognises impairment losses to the extent that the carrying amount
of a contract cost asset exceeds:
(1) the remaining amount of consideration that the entity expects to receive in exchange for the goods or services
to which the asset relates; less
(2) the costs that are expected to be incurred to transfer those related goods or services.
Share-based payments
The Company operates a stock option scheme and restricted share 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 32 to the Historical Financial Information.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a corresponding
increase in equity, over the period in which the performance and service conditions are fulfilled. The cumulative expense
recognised for equity-settled transactions at the end of the Relevant Periods until the vesting date reflects the extent to which
the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.
The charge or credit to profit or loss for a period represents the movement in the cumulative expense recognised as at the
beginning and end of that period.
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.
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Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had
not been modified, if the original terms of the award are met. In addition, an expense is recognised for any modification that
increases the total fair value of the share-based payments, or is otherwise beneficial to the employee as measured at the date
of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and
any expense not yet recognised for the award is recognised immediately.
This includes any award where non-vesting conditions within the control of either the Group or the employee are not
met. However, if a new award is substituted for the cancelled award, and is designated as a replacement award on the date
that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described
in the previous paragraph.
Other employee benefits
Pension scheme
The employees of the Group which operates in Chinese mainland are required to participate in a central pension
scheme operated by the local municipal government. The subsidiaries operating in Chinese mainland are required to
contribute a certain percentage of their payroll costs to the central pension scheme. The contributions are charged to profit
or loss as they become payable in accordance with the rules of the central pension scheme.
Borrowing costs
Borrowing costs directly attributable to the acquisition, 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 capitalised as part of the cost
of those assets. The capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended
use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs capitalised. 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.
Dividends
Final dividends are recognised as a liability when they are approved by the shareholders in a general meeting.
Proposed final dividends are disclosed in note 11 to the Historical Financial Information.
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 Relevant Periods. Differences arising on settlement or translation of monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of
a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value
of the item (i.e., translation difference on the item whose fair value gain or loss is recognised in other comprehensive income
or profit or loss is also recognised in other comprehensive income or profit or loss, respectively).
In determining the exchange rate on initial recognition of the related asset, expense or income on the derecognition
of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of initial transaction is the
date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance
consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each
payment or receipt of the advance consideration.
The functional currencies of certain overseas subsidiaries are currencies other than the RMB. As at the end of the
Relevant Periods, the assets and liabilities of these entities are translated into RMB at the exchange rates prevailing at the
end of the Relevant Periods and their statements of profit or loss are translated into RMB at the exchange rates that
approximate to those prevailing at the dates of the transactions.
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 the overseas subsidiaries are translated
into RMB at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of the overseas
subsidiaries which arise throughout the Relevant Periods are translated into RMB at the exchange rates that approximate to
those prevailing at the dates of the transactions.
APPENDIX I ACCOUNTANTS’ REPORT
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3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s Historical Financial Information requires management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying
disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in
outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, apart
from those involving estimations, which have the most significant effect on the amounts recognised in the financial
statements:
Revenue from contracts with customers
The Group applied the following judgements that significantly affect the determination of the amount and timing of
revenue from contracts with customers:
(i) Identifying performance obligation under contracts which have bundled sales of the License and research and
development services
The Group have certain contracts which provide the License together with research and development services
to a customer. The Group determined that both the License and research and development services are capable of
being distinct. The Group also determined that the promises to transfer the License and provide research and
development services are distinct within the context of the contract. The Group is not providing a significant
integration service because the presence of the License and research and development services together in the contract
does not result in any additional or combined functionality and neither the License nor the research and development
modifies or customises the other. In addition, the License and research and development services are not highly
interdependent or highly interrelated, because the Group would be able to transfer the License even if the customer
declined research and development services and would be able to provide research and development services if other
distributors have such request. Consequently, the Group has allocated a portion of the transaction price to the License
and the research and development services based on relative standalone selling prices.
(ii) Determining the timing of satisfaction of the License
For the License which the customer gets a right to use the License, revenue for the License is recognised at
the point of time when the control of the License is transferred to the customer and the customer is able to consume
and benefit from the License.
(iii) Determining the timing of satisfaction of research and development services
The Group concluded that in some contracts, revenue for research and development services is to be recognised
over time because the customer simultaneously receives and consumes the benefits provided by the Group. The fact
that another entity would not need to re-perform the research and development services that the Group has provided
to date demonstrates that the customer simultaneously receives and consumes the benefits of the Group’s performance
as it performs.
The Group determined that the input method is the best method in measuring the progress of the research and
development services because there is a direct relationship between the Group’s effort (i.e., actual cost incurred) and
the transfer of services to the customer. The Group recognises revenue on the basis of the cost expended relative to
the total expected cost to complete the services.
The Group also concluded that in some other contracts, revenue for research and development services is to
be recognised at a point of time, because the customers cannot control the service or consume the benefit and have
no enforceable obligation to pay for the service provided to date.
(iv) Determining the method to estimate variable consideration
Certain contracts include variable consideration based on the future events. In estimating the variable
consideration, the Group is required to use either the expected value method or the most likely amount method based
on which method better predicts the amount of consideration to which it will be entitled.
Given that the payments of certain variable consideration are not within the control of the Group, such as
regulatory approvals, relevant consideration is not considered until relevant approvals are obtained. The Group
determines that the most likely amount method is the appropriate method to estimate the variable consideration. When
it is highly probable that the income corresponding to the relevant consideration will not be significantly reversed,
the uncertainty of the variable consideration is eliminated and the variable consideration will be included in the
transaction price. At the end of each the Relevant Periods, the Group will re-evaluate the probability of the payment
of the variable consideration, and if necessary, adjust the estimation of the overall transaction price.
APPENDIX I ACCOUNTANTS’ REPORT
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Recognition of deferred tax assets
Deferred tax assets are recognised in respect of deductible temporary differences and unused tax losses. As those
deferred tax assets can only be recognised to the extent that it is probable that future taxable profits will be available against
which the deductible temporary differences and the losses can be utilised, management’s judgement is required to assess the
probability of future taxable profits. Management’s assessment is revised as necessary and additional deferred tax assets are
recognised if it becomes probable that future taxable profits will allow the deferred tax asset to be recovered.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the Relevant
Periods, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year, are described below.
Impairment of goodwill
The Group determines whether goodwill is impaired at least at the end of the Relevant Periods. This requires an
estimation of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use
requires the Group to make an estimate of the expected future cash flows from the cash-generating units and also to choose
a suitable discount rate in order to calculate the present value of those cash flows. The carrying amounts of goodwill at 31
December 2024 and 2025 were RMB118,770,000 and RMB118,770,000, respectively. Further details are given in note 15.
Provision for expected credit losses on trade receivables and other receivables
The Group uses a provision matrix to calculate ECLs for trade receivables and other receivables. The provision rates
are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by customer
type).
The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the
matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic
conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can lead to an increased number
of defaults in the manufacturing sector, the historical default rates are adjusted. At each reporting date, the historical
observed default rates are updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation among historical observed default rates, forecast economic conditions and ECLs is
a significant estimate. The amount of ECLs is sensitive to changes in circumstances and forecast economic conditions. The
Group’s historical credit loss experience and forecast of economic conditions may also not be representative of a customer’s
actual default in the future. The information about the ECLs on the Group’s trade receivables is disclosed in note 21 to the
Historical Financial Information.
Leases — Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an incremental
borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow
over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use
asset in a similar economic environment. The IBR therefore reflects what the Group “would have to pay”, which requires
estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or
when it needs to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the
subsidiary’s functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when
available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).
Impairment of non-financial assets (other than goodwill)
The Group assesses whether there are any indicators of impairment for all non-financial assets (including the
right-of-use assets) at the end of the Relevant Periods. Other non-financial assets are tested for impairment when there are
indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of an asset or
a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value
in use. The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in
an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset.
When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or
cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.
Fair value of share-based payment transactions
The Group has set up a share option scheme and a restricted share plan. The share options were granted to the Group’s
employees. The restricted shares were granted to the Company’s directors and the Group’s employees. The fair values of the
share options and restricted shares are determined by the binomial trees model and the most recent transaction model or
discounted cash flow valuation model at the grant dates, respectively. Significant estimates on assumptions, including the
exercise price, option life, risk-free interest rate, discount rate and expected volatility, are made by management. Further
details are included in note 32 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 349 ---
Useful lives and depreciation/amortization method of property, plant and equipment and other intangible assets
Based on a comprehensive assessment of various factors, the Group has determined the period over which property,
plant and equipment and other intangible assets can generate economic benefits for the Group. At the end of the Relevant
Periods, the Group reviews the useful life and depreciation/amortization methods of property, plant and equipment and
finite-lived other intangible assets. If the useful life and depreciation methods of property, plant and equipment and
amortization method of other intangible assets are different from previous estimates, and the depreciation/amortization
period and method are adjusted accordingly. The carrying amount of property, plant and equipment and other intangible
assets shall be written off when the economic benefits associated with the asset will not probably flow into the Group.
4. OPERATING SEGMENT INFORMATION
Operating segment information
Management monitors the operating results of the Group’s operating segment as a whole for the purpose of making
decision about resources allocation and preformation assessment.
Geographical information
a) Revenue from external customers
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Geographical markets
Chinese mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148,585 578,310
Overseas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,037 80,384
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/H1118199,622 658,694
The revenue information above is based on the locations of the customers.
b) Non-current assets
Since the Group’s majority non-current assets were located in Chinese mainland, no geographical segment
information is presented in accordance with HKFRS 8 Operating Segment.
Information about major customers
Revenue derived from sales to customers, which amounted to more than 10% of the Group’s revenue for the Relevant
Periods is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Customer F /H1118/H1118/H1118/H1118/H1118/H1118/H1118/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* 333,120
Customer 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/H1118/H1118/H1118/H1118/H1118/H111836,181 71,134
Customer 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/H1118/H1118/H1118/H1118/H1118/H111858,884 107,110
Customer C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/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* N/A*
Customer 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/H1118/H111823,232 N/A*
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/H1118118,297 511,364
* The Group’s revenue from these customers during the corresponding period was less than 10%.
5. REVENUE, OTHER INCOME AND GAINS
An analysis of revenue is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Revenue from contracts with customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118199,622 658,694
APPENDIX I ACCOUNTANTS’ REPORT
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Revenue from contracts with customers
(a) Disaggregated revenue information
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Types of goods or services
Sale of pharmaceutical products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144,592 250,132
Out-licensing 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/H111855,030 408,562
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/H1118199,622 658,694
Geographical markets
Chinese mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148,585 578,310
Overseas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,037 80,384
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/H1118199,622 658,694
Timing of revenue Recognition
Transferred at a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118199,622 658,694
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/H1118199,622 658,694
All the revenue from contracts with customers is derived from external customers.
The following table shows the amounts of revenue recognised during the Relevant Periods that were included in the
contract liabilities at the beginning of the Relevant Periods:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Revenue recognised that was included in contract liabilities
at the beginning of the year
Sale of pharmaceutical products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118452 1,181
Out-licensing 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/H1118652 2,876
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/H11181,104 4,057
(b) Performance obligations
Information about the Group’s performance obligations is summarised below:
Sale of pharmaceutical products
The performance obligation is satisfied upon delivery of the pharmaceutical products and payment is generally
due within 30 to 120 days from delivery.
Out-licensing revenue
The Group’s out-licensing revenue includes intellectual property licenses and providing research and
development services.
For the intellectual property licenses, the performance obligation is satisfied upon the control of the license
is transferred to the customer and the payment is generally due upon completion of transfer or payment in advance
is required.
For research and development services, the performance obligation is usually satisfied upon over time as the
services are rendered and payment in advance is required.
As at 31 December 2024 and 2025, the amounts of transaction prices allocated to the remaining performance
obligations (unsatisfied or partially unsatisfied) was RMB36,010,000 and RMB309,566,000 respectively. The revenue
attributable to these remaining performance obligations is expected to be recognised when the performance obligation
is satisfied.
APPENDIX I ACCOUNTANTS’ REPORT
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Other income and gains
An analysis of other income is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Other income
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/H111820,917 7,609
Investment income from financial assets measured 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/H1118809 176
Government grants related to
– assets* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,299 2,812
– 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/H111826,714 30,791
Investment income from financial assets measured at amortised
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/H11182,030 785
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/H1118192 6,016
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/H111851,961 48,189
Gains
Fair value gain on financial assets measured at fair value through
profit or loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118149 707
Fair value gain on financial liabilities 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/H1118/H1118– 415
Gain on disposal of items of property, plant and equipment and
right-of-use assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 199
Foreign exchange differences, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118283 –
Total gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118432 1,321
Total other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,393 49,510
* The Group has received certain government grants related to assets to invest in laboratory and production
equipment. The grants related to assets were recognised in profit or loss over the useful lives of the relevant
assets.
** The Group received certain government grants related to income to compensate for the Group’s costs already
incurred in past. There are no unfulfilled conditions or contingencies relating to these government grants.
These grants were recognised in profit or loss upon receipt.
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/H111824,769 56,606
Cost of services provided /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,166 4,244
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 95,060 179,544
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 35,223 34,713
Amortisation of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 15,938 5,014
Research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118782,869 976,961
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 (28,013) (33,603)
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 3,139 4,241
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 7,655 6,584
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,700 1,800
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,613 857
Employee benefit expense (excluding directors’
remuneration (note 8) ):
Wages and salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118342,930 367,486
Equity-settled share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,411 110
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,852 83,130
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/H1118444,193 450,726
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 352 ---
Y ear ended 31 December
Notes 2024 2025
RMB’000 RMB’000
Impairment losses/(reversal impairment losses) on trade
receivables and other receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,225 (2,526)
Impairment losses on inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,527 11,264
Fair value gain on financial assets measured at fair value
through profit or loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (149) (707)
Fair value gain on derivative financial liabilities measured
at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(345) (415)
Investment income from financial assets measured at fair
value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (809) (176)
Investment income from financial assets measured at
amortised 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/H11185 (2,030) (785)
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/H11185 (20,917) (7,609)
Foreign exchange differences, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (283) 3,555
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/H1118114 104
Share of losses of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 7,058 10,562
Cost of inventories sold and research and development costs include expenses relating to depreciation of property,
plant and equipment, depreciation of right-of-use assets, amortisation of other intangible assets and employee benefit
expense, which are also included in the respective total amounts disclosed separately above for each of these types of
expenses. Loss on disposal of items of property, plant and equipment is calculated by taking into account the taxes and fees
with respect to the disposal.
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 loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,814 71,555
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/H11187,655 6,584
Interest on repurchase obligation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,085
Interest on loans from financial institutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,424
Interest on corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,664
Total interest expense on financial liabilities not measured 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/H111877,469 93,312
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(19,689) (2,466)
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/H111857,780 90,846
8. DIRECTORS’, SUPERVISORS’ AND CHIEF EXECUTIVE’S REMUNERATION
Directors’, supervisors’ and chief executive’s remuneration (including those as employees of the entities now
comprising the Group prior to being directors or supervisors of the Company) for the Relevant Periods, disclosed pursuant
to the Listing Rules, section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies
(Disclosure of Information about Benefits of Directors) Regulation, is as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Director’s fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118640 540
Other emoluments:
Salaries, bonuses and allowances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,112 10,549
Pension scheme contributions and social welfare /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118887 863
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,405 –
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,404 11,412
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/H111823,044 11,952
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 353 ---
During the Relevant Periods, restricted shares were granted to certain directors, supervisors and chief executive in
respect of their services to the Group, further details of which are set out in note 32 to the Historical Financial Information.
The fair value of such share awards, 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 directors’, supervisors’ and chief executive’s remuneration disclosures.
(a) Non-executive directors
The fees paid to non-executive directors during the year were as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Independent
Mr. Li Boling (note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180 –
Dr. Xu Qing (note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180 180
Dr. Zhao Qian (note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180 180
Mr. Qin Zhengyu (note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100 180
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118640 540
Non-independent
Mr. Guo Y ongqi (note (iv)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Mr. Wu Y ufeng (note (v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118640 540
Notes:
(i) Mr. Li Boling was appointed as an independent non-executive director of the Company with effect from
October 2020 and resigned in June 2024.
(ii) Dr. Xu Qing and Dr. Zhao Qian were appointed as independent non-executive directors of the Company with
effect from October 2020.
(iii) Mr. Qin Zhengyu was appointed as an independent non-executive director of the Company with effect from
June 2024.
(iv) Mr. Guo Y ongqi was appointed as a non-independent non-executive director of the Company with effect from
June 2020 and resigned in December 2024.
(v) Mr. Wu Y ufeng was appointed as a non-independent non-executive director of the Company with effect from
December 2024.
There were no other emoluments payable to the independent non-executive directors during the Relevant Periods.
(b) Executive directors, supervisors and chief executive
Salaries, bonuses
and allowances
Pension scheme
contributions and
social welfare
Share-based
payment expenses Total
RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2024
Chief executive and executive director:
Dr. Liu Datao (note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560 145 7,487 10,192
Executive directors:
Mr. Tang Chunshan (note (ii)) /H1118/H1118/H1118/H1118 ––––
Mr. Xie Ning (note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118721 34 – 755
Mr. Hu Huiguo (note (iv)) /H1118/H1118/H1118/H1118/H1118/H11182,049 145 2,144 4,338
Dr. Gui Xun (note (v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,163 145 559 1,867
Mr. Wu Hai (note (x)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,558 128 – 3,686
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,491 452 2,703 10,646
Supervisors: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Mr. Chu Jian (note (vii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Ms. Yin Y ue (note (viii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118600 145 107 852
Ms. Huang Xianghong (note (ix)) /H1118/H1118 461 145 108 714
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,061 290 215 1,566
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,112 887 10,405 22,404
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 354 ---
Salaries, bonuses
and allowances
Pension scheme
contributions and
social welfare
Share-based
payment expenses Total
RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2025
Chief executive and executive director:
Dr. Liu Datao (note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,285 146 – 2,431
Executive directors
Mr. Tang Chunshan (note (ii)) /H1118/H1118/H1118/H1118 ––––
Mr. Hu Huiguo (note (iv)) /H1118/H1118/H1118/H1118/H1118/H11181,976 146 – 2,122
Dr. Gui Xun (note (v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,689 146 – 1,835
Mr. Wu Hai (note (x)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,568 133 – 3,701
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,233 425 – 7,658
Supervisors:
Mr. Chu Jian (note (vii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Ms. Yin Y ue (note (viii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118516 146 – 662
Ms. Huang Xianghong (note (ix)) /H1118/H1118 515 146 – 661
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,031 292 – 1,323
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,549 863 – 11,412
Notes:
(i) Dr. Liu Datao was appointed as an executive director of the Company with effect from April 2019. Dr. Liu
Datao is also the chief executive officer of the Company and his remuneration disclosed above included the
services rendered by him as the chief executive officer.
(ii) Mr. Tang Chunshan was appointed as an executive director of the Company with effect from April 2019.
(iii) Mr. Xie Ning was appointed as an executive director of the Company with effect from June 2020 and resigned
in December 2024.
(iv) Mr. Hu Huiguo was appointed as an executive director of the Company with effect from May 2021.
(v) Dr. Gui Xun was appointed as an executive director of the Company with effect from April 2023.
(vi) Mr. Zhang Jinchao was appointed as an executive director of the Company with effect from June 2020 and
resigned in June 2023.
(vii) Mr. Chu Jian was appointed as a supervisor of the Company with effect from May 2017.
(viii) Ms. Yin Y ue was appointed as a supervisor of the Company with effect from June 2020.
(ix) Ms. Huang Xianghong was appointed as a supervisor of the Company with effect from June 2020.
(x) Mr. Wu Hai was appointed as an executive director of the Company with effect from December 2024.
There was no arrangement under which a director or the chief executive waived or agreed to waive any remuneration
during the Relevant Periods, except that the directors’ remuneration of Mr. Tang Chunshan and Mr. Chu Jian for the Relevant
Periods were waived with their authorisation.
9. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees during the Relevant Periods included three and two of the directors, respectively,
details of whose remuneration are set out in note 8 above. Details of the remuneration of the remaining two and three highest
paid employees who are not a director of the Company are as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Salaries, bonuses and allowances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,496 7,494
Pension scheme contributions and social welfare /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193 427
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,288 –
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/H11187,977 7,921
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 355 ---
The number of non-director highest paid employees whose remuneration fell within the following bands is as follows:
Y ear ended 31 December
2024 2025
HKD2,500,001 to HKD3,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1
HKD3,000,001 to HKD3,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–2
HKD4,000,001 to HKD4,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181–
HKD4,500,001 to HKD5,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181–
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/H111823
During the Relevant Periods, restricted shares were granted to the non-director and non-chief executive highest paid
employees in respect of their services to the Group, further details of which are included in the disclosures in note 32 to the
Historical Financial Information. The fair value of such restricted shares, 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.
10. INCOME TAX
Chinese mainland
Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”), the subsidiaries which operate in Chinese
mainland are subject to EIT at a rate of 25% on the taxable income during the Relevant Periods.
The Company and three of the Group’s PRC subsidiaries, Beijing Kohnoor, Mabwell Health Pharmaceutical and
T-mab Bio Pharma were accredited as “High and New Technology Enterprise” (“HNTE”) in 2022 and 2025. Nanjing
NovoAcine was accredited as a HNTE in 2023. The Company and these subsidiaries were entitled to a reduced preferential
EIT rate of 15% during the Relevant Periods. This qualification is subject to review by the relevant tax authority in the PRC
for every three years. Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries
(or jurisdictions) in which the Group operates.
The United States of America (“USA”)
The subsidiaries incorporated in United States are subject to statutory federal corporate income tax at a rate of 21%.
They are also subject to the state income tax. Mabwell U.S. was incorporated in the State of California, the state income
tax rate is 8.84%. Destiny U.S. was incorporated in the State of Maryland, the state income tax rate is 8.25%.
Hong Kong
The subsidiary incorporated in Hong Kong is subject to Hong Kong profits tax at the statutory rate of 16.5% on any
estimated assessable profits arising in Hong Kong during the Relevant Periods. The first HK$2,000,000 of assessable profits
of each subsidiary are taxed at 8.25% and the remaining assessable profits are taxed at 16.5% during the Relevant Periods.
The income tax expense of the Group for the Relevant Periods is analysed as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Current tax:
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118338 18,168
Over provision in prior years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,245) (2,304)
Total tax (credit)/charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(907) 15,864
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 356 ---
A reconciliation of the tax expense/(credit) applicable to loss before tax at the statutory tax rate for the jurisdiction
where the operations of the Group are substantially based to the tax expense at the effective tax rate is 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(1,047,471) (956,394)
Tax at the statutory tax rate (25%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(261,868) (239,099)
Different tax rates for specific jurisdictions or enacted by local
authorities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118221,596 164,899
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(159,417) (245,889)
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/H111816,096 22,562
Tax losses utilised from previous periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,496) (39,104)
Profits and losses attributable to associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,764 2,641
Adjustments in respect of current tax of previous periods /H1118/H1118/H1118/H1118/H1118/H1118(1,245) (2,304)
Tax losses and temporary differences not recognised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118195,663 352,158
Tax charge/(credit) at the Group’s effective rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(907) 15,864
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 for the year attributable to ordinary equity
holders of the parent, and the weighted average number of ordinary shares used in the calculation is the number of ordinary
shares outstanding during the Relevant Periods.
The Group had no potentially dilutive ordinary shares in issue during the Relevant Periods.
The calculation of loss per share is based on:
Y ear ended 31 December
2024 2025
Loss
Loss attributable to ordinary equity holders of the parent, used
in the basic loss per share calculation (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,043,919) (969,334)
Shares (’000)
Weighted average number of ordinary shares outstanding during
the year used in the basic loss per share calculation /H1118/H1118/H1118/H1118/H1118/H1118399,600 399,467
Loss per share
Attributable to ordinary equity holders of the parent (Expressed
in RMB)
– Basic and diluted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2.61) (2.43)
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 357 ---
13. PROPERTY, PLANT AND EQUIPMENT
The Group
Buildings
Office
equipment
Electronic
equipment
Plant and
machinery
Motor
vehicles
Construction
in progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118181,825 3,583 48,150 598,511 3,448 1,130,700 30,406 1,996,623
Accumulated depreciation /H1118 (4,081) (1,126) (13,621) (190,879) (3,020) – (29,423) (242,150)
Net carrying amount /H1118/H1118/H1118177,744 2,457 34,529 407,632 428 1,130,700 983 1,754,473
At 1 January 2024, net of
accumulated depreciation /H1118 177,744 2,457 34,529 407,632 428 1,130,700 983 1,754,473
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 106 1,776 11,870 75 242,439 – 256,266
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1) (23) (88) – – – (112)
Depreciation provided
during the year /H1118/H1118/H1118/H1118(10,217) (847) (13,948) (68,473) (71) – (1,504) (95,060)
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118571,193 6,242 67,310 465,459 236 (1,132,267) 6,906 (14,921)
Exchange realignment /H1118/H1118 – 1 1 36 – – – 38
At 31 December 2024, net of
accumulated depreciation /H1118 738,720 7,958 89,645 816,436 668 240,872 6,385 1,900,684
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118753,019 9,926 116,881 1,075,595 3,760 240,872 37,312 2,237,365
Accumulated depreciation /H1118 (14,299) (1,968) (27,236) (259,159) (3,092) – (30,927) (336,681)
Net carrying amount /H1118/H1118/H1118738,720 7,958 89,645 816,436 668 240,872 6,385 1,900,684
Buildings
Office
equipment
Electronic
equipment
Plant and
machinery
Motor
vehicles
Construction
in progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118753,019 9,926 116,881 1,075,595 3,760 240,872 37,312 2,237,365
Accumulated depreciation /H1118 (14,299) (1,968) (27,236) (259,159) (3,092) – (30,927) (336,681)
Net carrying amount /H1118/H1118/H1118738,720 7,958 89,645 816,436 668 240,872 6,385 1,900,684
At 1 January 2025, net of
accumulated depreciation /H1118 738,720 7,958 89,645 816,436 668 240,872 6,385 1,900,684
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,294 252 822 13,368 441 110,069 1,478 127,724
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2) (3) (98) – – – (103)
Depreciation provided
during the year /H1118/H1118/H1118/H1118(39,318) (1,731) (35,858) (100,888) (145) – (1,604) (179,544)
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,208 – (2,584) – (1,376)
Exchange realignment /H1118/H1118 – (2) (1) (39) – – – (42)
At 31 December 2025, net of
accumulated depreciation /H1118 700,696 6,475 54,605 729,987 964 348,357 6,259 1,847,343
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118754,313 10,169 117,647 1,089,442 4,201 348,357 38,790 2,362,919
Accumulated depreciation /H1118 (53,617) (3,694) (63,042) (359,455) (3,237) – (32,531) (515,576)
Net carrying amount /H1118/H1118/H1118700,696 6,475 54,605 729,987 964 348,357 6,259 1,847,343
As at 31 December 2024 and 2025, the carrying amounts of the pledged property, plant and equipment were
RMB1,233,689,000 and RMB1,449,987,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 358 ---
The Company
Office
equipment
Electronic
equipment
Plant and
machinery
Motor
vehicles
Construction
in progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,107 6,200 95,098 861 34,785 5,591 143,642
Accumulated depreciation /H1118 (696) (4,409) (42,118) (818) – (5,591) (53,632)
Net carrying amount /H1118/H1118/H1118/H1118411 1,791 52,980 43 34,785 – 90,010
At 1 January 2024, net of
accumulated depreciation /H1118/H1118 411 1,791 52,980 43 34,785 – 90,010
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 1,221 9,326 – 5,445 – 16,014
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (19) (954) – – – (973)
Depreciation provided
during the year /H1118/H1118/H1118/H1118/H1118/H1118(365) (931) (12,419) – – (492) (14,207)
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,116 278 31,625 – (40,079) 6,060 –
At 31 December 2024, net of
accumulated depreciation /H1118/H1118 2,184 2,340 80,558 43 151 5,568 90,844
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,239 7,381 134,257 861 151 11,651 157,540
Accumulated depreciation /H1118 (1,055) (5,041) (53,699) (818) – (6,083) (66,696)
Net carrying amount /H1118/H1118/H1118/H11182,184 2,340 80,558 43 151 5,568 90,844
Office
equipment
Electronic
equipment
Plant and
machinery
Motor
vehicles
Construction
in progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,239 7,381 134,257 861 151 11,651 157,540
Accumulated depreciation /H1118 (1,055) (5,041) (53,699) (818) – (6,083) (66,696)
Net carrying amount /H1118/H1118/H1118/H11182,184 2,340 80,558 43 151 5,568 90,844
At 1 January 2025, net of
accumulated depreciation /H1118/H1118 2,184 2,340 80,558 43 151 5,568 90,844
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105 242 4,417 – 43,877 109 48,750
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2) – (91) – – – (93)
Depreciation provided
during the year /H1118/H1118/H1118/H1118/H1118/H1118(515) (840) (14,484) – – (1,275) (17,114)
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– – ––
At 31 December 2025, net of
accumulated depreciation /H1118/H1118 1,772 1,742 70,400 43 44,028 4,402 122,387
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,339 7,623 138,105 861 44,028 11,760 205,716
Accumulated depreciation /H1118 (1,567) (5,881) (67,705) (818) – (7,358) (83,329)
Net carrying amount /H1118/H1118/H1118/H11181,772 1,742 70,400 43 44,028 4,402 122,387
As at 31 December 2024 and 2025, there were no pledged property, plant and equipment.
14. LEASES
The Group as a lessee
The Group has lease contracts for various items of buildings used in its operations. Lump sum payments were made
upfront to acquire the leasehold land from the owners with lease periods of 50 years, and no ongoing payments will be made
under the terms of these leasehold land. Leases of buildings generally have lease terms of 2 to 10.58 years, leases of vehicles
generally have lease terms of 2 to 3 years. Generally, the Group is restricted from assigning and subleasing the leased assets
outside the Group. Other rental agreements generally have lease terms of 12 months or less.
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 359 ---
(a) Right-of-use assets
The carrying amounts of the Group’s right-of-use assets and the movements during the Relevant Periods are as
follows:
Buildings Vehicles Leasehold land Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118181,496 67 119,475 301,038
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,700 408 16,777 26,885
Lease modification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(881) – – (881)
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(32,230) (131) (2,862) (35,223)
Exchange rate fluctuation /H1118/H1118/H1118/H1118/H1118/H1118/H1118220 – – 220
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118158,305 344 133,390 292,039
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,538 – – 2,538
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10) – – (10)
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(31,554) (129) (3,030) (34,713)
Exchange rate fluctuation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(255) – – (255)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118129,024 215 130,360 259,599
As at 31 December 2024 and 2025, the carrying amounts of the pledged right-of-use assets were RMB116,781,000
and RMB114,086,000, respectively.
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as follows:
As at
31 December
2024 2025
RMB’000 RMB’000
Carrying amount at the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118194,070 174,482
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/H11189,708 2,538
Accretion of interest recognised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,655 6,584
Lease modification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(881) –
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (216)
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(97) (302)
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(35,973) (34,432)
Carrying amount at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118174,482 148,654
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/H111831,516 34,616
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/H1118142,966 114,038
The maturity analysis of lease liabilities is disclosed in note 38 to the Historical Financial Information.
(c) The amounts recognised in profit or loss in relation to leases are as follows:
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,655 6,584
Depreciation charge of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,223 34,713
Expense relating to short-term leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,139 4,241
Gain on disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 206
Total amount recognised in profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,017 45,744
(d) The total cash outflow for leases is disclosed in note 33 to the Historical Financial Information.
The Company as a lessee
The Company has lease contracts for various items of buildings used in its operations. Leases of buildings generally
have lease terms of 3.17 to 10 years. Generally, the Company is restricted from assigning and subleasing the leased assets
outside the Company. Other rental agreements generally have lease terms of 12 months or less.
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 360 ---
(a) Right-of-use assets
The carrying amounts of the Company’s right-of-use assets and the movements during the Relevant Periods are as
follows:
Buildings Vehicles 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/H111877,042 67 77,109
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,774 408 2,182
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,489) (131) (14,620)
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H111864,327 344 64,671
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,382) (129) (13,511)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,945 215 51,160
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
Carrying amount at the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,415 72,358
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/H11182,182 –
Accretion of interest recognised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,199 2,641
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(16,438) (15,765)
Carrying amount at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,358 59,234
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/H111813,124 12,169
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/H111859,234 47,065
15. GOODWILL
As at 31 December
2024 2025
RMB’000 RMB’000
Carrying amount at the beginning of the year
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/H1118169,162 169,162
Accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50,392) (50,392)
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/H1118118,770 118,770
Cost at 1 January, net of accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,770 118,770
Carrying amount at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,770 118,770
Impairment testing of goodwill
The Group had provided full impairment in relation to goodwill resulted from the acquisition of Destiny Biotech and
Nanjing NovoAcine prior to the beginning of the Relevant Periods.
Goodwill of RMB118,770,000 resulted from the acquisition of T-mab Bio Pharma in September 2017 to further
expand the Group’s market share of ADC drugs and antibody drugs.
The cash flows generated from each subsidiary acquired are independent from those of the other subsidiaries of the
Company. The Group manages the research and development activities of each subsidiary separately. Therefore, goodwill
is monitored by the management of the Company at the level of the cash-generating units of T-mab Bio Pharma.
The recoverable amount of the cash-generating units has been determined based on value-in-use calculations using
pre-tax cash flow projections, which is based on financial budgets approved by the management.
As at 31 December
2024 2025
Pre-tax discount 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/H111815.55% 16.08%
Forecast periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.00 6.00
Terminal growth 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/H11180% 0%
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 361 ---
The following describes each key assumption on which management has based its cash flow projections to undertake
impairment testing of goodwill for the T-mab Bio Pharma cash-generating units as at 31 December 2024 and 2025.
Pre-tax discount rate — The discount rate is a pre-tax rate that reflects current market assessments of the time value
of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted.
Forecast periods — The forecast periods as of 31 December 2024 and 2025 amounted to 7, and 6 years, respectively.
This reflects the long cycle of drug R&D from Phase I to commercialization, and stable sale of the drug may only be reached
after commercialization. Given the Company estimate that stable sales will be reached in 2031, the forecast periods as of
31 December 2024 and 2025 were set as 7, and 6 years, respectively.
Terminal growth rate — The basis is determined with reference to the long-term Customer Price Index of China and
the nature of the business.
Based on the result of impairment assessment, there was no impairment on the goodwill for the T-mab Bio Pharma
as at 31 December 2024 and 2025.
Sensitivity to changes in key assumptions:
The management of the Company has performed sensitivity test by decreasing 1% of revenue growth rates in the
budget period or increasing 1% of pre-tax discount rate, with all other assumptions held constant. The impacts on the amount
by which the cash-generating units ’s recoverable amount above its carrying amount (headroom) are as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
Recoverable amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,408,670 3,269,342
Carrying amount of the cash-generating unit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,547,240 1,537,380
Headroom /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,861,430 1,731,962
Impact by decreasing expected revenue growth rate by 1% /H1118/H1118/H1118/H1118/H1118 (37,340) (95,821)
Impact by increasing pre-tax discount rate by 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(283,285) (237,647)
Considering there was still sufficient headroom based on the assessment, management believes that a reasonably
possible change in the above key parameters would not cause the carrying amount of the cash-generating units to exceed its
recoverable amount.
16. OTHER INTANGIBLE ASSETS
The Group
Software Patents Licences Total
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,227 154,453 4,772 165,452
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,383) (130,724) (4,338) (137,445)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (7,762) – (7,762)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,844 15,967 434 20,245
Cost at 1 January 2024, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,844 15,967 434 20,245
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118192 – – 192
Transfers from construction in
progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,921 – – 14,921
Amortisation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,525) (13,979) (434) (15,938)
At 31 December 2024: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,432 1,988 – 19,420
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,340 154,453 4,772 180,565
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,908) (144,703) (4,772) (153,383)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (7,762) – (7,762)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,432 1,988 – 19,420
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 362 ---
Software Patents
Trademark
rights Licences Total
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/H1118/H1118/H1118/H1118/H1118/H1118/H111821,340 154,453 – 4,772 180,565
Accumulated amortisation /H1118/H1118/H1118/H1118(3,908) (144,703) – (4,772) (153,383)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (7,762) – – (7,762)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H111817,432 1,988 – – 19,420
Cost at 1 January 2025, net of
accumulated amortisation /H1118/H1118/H1118/H111817,432 1,988 – – 19,420
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,28 5–9– 1,294
Amortisation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,294) (720) – – (5,014)
At 31 December 2025: /H1118/H1118/H1118/H1118/H1118/H111814,423 1,268 9 – 15,700
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,608 154,453 9 4,772 181,842
Accumulated amortisation /H1118/H1118/H1118/H1118(8,185) (145,423) – (4,772) (158,380)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (7,762) – – (7,762)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H111814,423 1,268 9 – 15,700
The Company
Software Patents Total
RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,123 135 3,258
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,626) (45) (1,671)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,497 90 1,587
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/H1118/H1118/H11181,497 90 1,587
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–9 49 4
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118(591) (22) (613)
At 31 December 2024: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118906 162 1,068
At 31 December 2024:
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/H11183,123 229 3,352
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,217) (67) (2,284)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118906 162 1,068
Software Patents Trademark rights Total
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,123 229 – 3,352
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,217) (67) – (2,284)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118906 162 – 1,068
Cost at 1 January 2025, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118906 162 – 1,068
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,101 – 9 1,110
Amortisation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(629) (32) – (661)
At 31 December 2025: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,378 130 9 1,517
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,223 230 9 4,462
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,845) (100) – (2,945)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,378 130 9 1,517
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 363 ---
17. INVESTMENTS IN ASSOCIATES
As at 31 December
2024 2025
RMB’000 RMB’000
The Group
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/H111846,658 91,137
The Company
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/H111829,384 71,959
Particulars of the Group’s associates are as follows:
Name
Place of
incorporation/
registration
and business
Percentage of ownership
interest attributable to the
Group
Principal activitiesAs at 31 December
2024 2025
ʮ̡
Nterica Bio, Inc. (“Nterica”)* /H1118/H1118/H1118
USA 36.08 39.22 Research and development of
pharmaceutical products
ʮ̡ Chongqing
Bochuang Pharmaceutical
Co., Ltd.
(“Chongqing Bochuang”)** /H1118/H1118/H1118/H1118
PRC/Chinese
mainland
12.50 12.50 Research and development of
pharmaceutical products
ɭ(ᅅ)ப΂ʮ̡
Fitfine (Chongqing) Biopharma
Co., Ltd. (“Fitfine”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Chinese
mainland
20.00 20.00 Manufacture of
pharmaceutical products
ʮ̡
Hangzhou Zhilan Health Co., Ltd.
(“Zhilan”)*** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Chinese
mainland
– 3.98 Research and development of
pharmaceutical products
Ҧ(ɪऎ)ப΂ʮ̡
Sinusai Biotechnology (Shanghai)
Co., Ltd (“Sinusai”)**** /H1118/H1118/H1118/H1118/H1118/H1118
PRC/Chinese
mainland
– 29.75 Research and development of
pharmaceutical products
The Group’s shareholdings in the associates all comprise equity shares held by the Company, except for Nterica, the
shareholding in which is held through a wholly-owned subsidiary of the Company, Mabwell U.S.
* In September 2024, Mabwell U.S. increased its investment in Nterica by US$499,999.81, and the equity
interests held by Mabwell U.S. increased to 36.08%. In February 2025, Mabwell U.S. increased its investment
in Nterica by US$500,000.00, and the equity interests held by Mabwell U.S. increased to 39.22%.
** During the Relevant Periods, the Company held 12.50% equity interests in Chongqing Bochuang. According
to the Shareholder Agreement, one out of three directors of Chongqing Bochuang is appointed by the Group.
Therefore, this company is accounted for as an associate of the Group.
*** During the Relevant Periods, the Company held 3.98% equity interests in Zhilan. According to the Shareholder
Agreement, one out of five directors of Zhilan is appointed by the Group. Therefore, this company is accounted
for as an associate of the Group.
**** During the Relevant Periods, the Company held 29.75% equity interests in Sinusai. According to the
Shareholder Agreement, one out of three directors of Sinusai is appointed by the Group. Therefore, this
company is accounted for as an associate of the Group.
The following table illustrates the aggregate financial information of the Group’s and the Company’s associates that
are not individually material:
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Share of the associates’ loss and total comprehensive loss
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,058) (10,562)
Aggregate carrying amount of the Group’s investments
in the associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,658 91,137
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 364 ---
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Share of the associates’ loss and total comprehensive loss
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,271) (9,316)
Aggregate carrying amount of the Company’s investments
in the associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,384 71,959
18. INVESTMENTS IN SUBSIDIARIES
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Investment 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/H11181,540,988 1,940,997
19. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Non-current:
Derivative financial 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– 4,037
Current:
Wealth management products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,773 –
Derivative financial assets mainly comprise the preferred liquidation rights of RMB1,286,000 and RMB2,751,000
embedded in the investment terms of its associates, Zhilan and Sinusai, respectively.
The fair value evaluation methods of derivative financial assets are presented in Note 37.
The wealth management products are purchased from creditworthy commercial banks in Chinese mainland. They
were mandatorily classified as financial assets measured at fair value through profit or loss as their contractual cash flows
are not solely payments of principal and interest.
The fair values of wealth management products are based on cash flows discounted using the expected yield rate and
are within Level 2 of the fair value hierarchy.
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Derivative financial 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– 4,037
20. INVENTORIES
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,393 57,059
Work 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/H1118/H1118/H1118/H1118/H1118104,092 103,677
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,197 27,161
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/H1118211,682 187,897
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 365 ---
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,153
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,916 31,302
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/H111838,916 32,455
21. TRADE RECEIV ABLES
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
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/H111838,401 100,884
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(57) (1,095)
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/H111838,344 99,789
The Group’s trading terms with its customers are mainly payment within 30 to 120 days from delivery. The Group
seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by senior
management. The Group does not hold any collateral or other credit enhancements over its trade receivable balances. Trade
receivables are non-interest-bearing.
An ageing analysis of the trade receivables as at the end of the Relevant Periods, based on the transaction dates and
net of loss allowance, is as follows:
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/H111838,344 99,789
An impairment analysis is performed at the end of the Relevant Periods using a provision matrix to measure expected
credit losses. The Group uses the simplified method to calculate the credit impairment losses on trade receivables.
Management’s estimate of the expected loss rate is based on the historical loss rate and adjusts for forward looking
macroeconomic data.
The movements in the loss allowance for impairment of trade receivables are as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 57
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 1,038
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857 1,095
Set out below is the information about the credit risk exposure on the Group’s trade receivables as at the end of the
Relevant Periods using a provision matrix:
Expected credit
loss rate
Gross carrying
amounts
Expected credit
losses
RMB’000 RMB’000
31 December 2024
Less than 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.15% 38,401 57
31 December 2025
Less than 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.09% 100,884 1,095
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 366 ---
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
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/H11181,126 39,581
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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) (35)
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/H11181,121 39,546
An ageing analysis of the trade receivables as at the end of the Relevant Periods, based on the transaction dates and
net of loss allowance, is as follows:
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/H11181,121 39,546
The movements in the loss allowance for impairment of trade receivables are as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–5
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853 0
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853 5
Set out below is the information about the credit risk exposure on the Company’s trade receivables as at the end of
the Relevant Periods using a provision matrix:
Expected credit
loss rate
Gross carrying
amounts
Expected credit
losses
RMB’000 RMB’000
31 December 2024
Less than 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.44% 1,126 5
31 December 2025
Less than 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.09% 39,581 35
22. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Non-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/H111833,421 7,417
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 8,362
Deductible value-added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118149,336 164,874
Total – non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118192,757 180,653
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/H111872,412 21,430
Financial assets measured at amortised cost* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,872 –
Deductible value-added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,068 41,958
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,689 125,379
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,323 33,699
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/H111835 2,243
Total – current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118264,399 224,709
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,645) (2,082)
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/H1118258,754 222,627
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 367 ---
* On 31 October 2024, the Group purchased a US Treasuries from a financial service company in the USA to
preserve capital and liquidity. The US Treasury bond was matured on 14 January 2025. The returns on this
investment are fixed at 4.58%.
Set out below is the information about the credit risk exposure on the Group’s trade receivables as at the end of the
Relevant Periods using a provision matrix:
Expected credit
loss rate
Gross carrying
amounts
Expected credit
losses
RMB’000 RMB’000
31 December 2024
12-month ECLs (Stage 1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.34% 105,689 5,645
31 December 2025
12-month ECLs (Stage 1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.66% 125,379 2,082
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Non-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/H11182,381 534
Deductible value-added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,678 61,676
Total – non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,059 62,210
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/H111812,599 10,215
Deductible value-added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,103 37,179
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,892 57,291
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,323 33,699
Total – current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,917 138,384
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (850)
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/H111845,917 137,534
The balances are interest-free and are not secured with collateral, except for the financial assets measured at amortised
cost above.
Deposits mainly represent rental deposits and deposits with suppliers. At the end of each of the Relevant Periods, the
ECLs of the financial assets included in prepayments, other receivables and other assets were measured based on the
12-month expected credit loss if they were not past due and there was no information indicating that the financial assets had
a significant increase in credit risk since initial recognition. Otherwise, they were measured based on the lifetime expected
credit loss. An impairment analysis was performed at the end of each of the Relevant Periods.
23. CASH AND CASH EQUIV ALENTS
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/H11181,191,894 1,526,571
Financial assets measured at amortised cost* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,872 –
1,227,766 1,526,571
Less: Interest receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 232
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/H11181,227,566 1,526,339
* Financial assets measured at amortised cost is U.S. Treasury bonds purchased by the Group on 31 October
2024, with maturities of less than three months (specifically maturing on 14 January 2025).
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 368 ---
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/H1118631,166 737,309
Less: Interest receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137 147
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/H1118631,029 737,162
Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances are deposited with
creditworthy banks with no recent history of default.
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.
24. TRADE PAYABLES
The Group
An ageing analysis of the trade payables as at the end of the Relevant Periods, based on the invoice date, is as follows:
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/H1118100,234 197,097
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/H111884,023 165,836
Trade payables are non-interest-bearing and are normally settled on terms of 30 to 180 days.
25. OTHER PAYABLES AND ACCRUALS
The Group
As at 31 December
Notes 2024 2025
RMB’000 RMB’000
Non-current:
Deferred government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,074 28,213
Other 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/H1118/H1118/H11181,529 1,035
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(b) – 20,972
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(a) – 51,907
Total – non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,603 102,127
Current:
Payable for property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(c) 169,218 130,778
Payroll payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,787 88,641
Other tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,524 18,947
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/H111836,010 288,593
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(a) 38,792 147,884
Accrued listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,175 5,964
Total – current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118371,506 680,807
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/H1118400,109 782,934
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 369 ---
The Company
As at 31 December
Notes 2024 2025
RMB’000 RMB’000
Non-current:
Deferred government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,548 2,050
Other 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/H1118/H1118/H11181,105 930
Total – non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,653 2,980
Current:
Payable for property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,445 5,413
Payroll payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,349 49,289
Other tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,719 9,739
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(b) 34,169 280,551
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/H11188,084 13,484
Accrued listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,175 5,964
Total – current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,941 364,440
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/H1118116,594 367,420
Notes:
(a) On 28 March 2025, Langrun Mabwell, a subsidiary of the Company, signed a finance lease agreement with a
third party financial institution by sale-leaseback. The interest rate is 4.7%. As at 31 December 2025, the
carrying amounts of the pledged plant and machinery was RMB123,930,000 under this agreement.
On 26 September 2025, Langrun Mabwell, a subsidiary of the Company, signed a finance lease agreement with
a third party financial institution by sale-leaseback. The interest rate is 4.9%. As at 31 December 2025, the
carrying amounts of the pledged plant and machinery was RMB103,396,000 under this agreement.
As at 31 December 2024 and 2025, the carrying amounts of other payables under those finance lease
agreements were nil and RMB151,696,000, respectively.
Other payables excluding those mentioned above are non-interest-bearing and have an average term of three
months.
(b) Details of contract liabilities are as follows:
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Sales rebates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,262 1,915
Advance contract payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,748 307,650
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/H111836,010 309,565
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Advance contract payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,169 280,551
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/H111834,169 280,551
Contract liabilities include advances received for sales of pharmaceutical products and for out-licensing
agreement.
(c) Payable for property, plant and equipment are non-interest-bearing and have an average term of three months.
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 370 ---
26. DERIV ATIVE FINANCIAL LIABILITIES
The Group and the Company
As at 31 December
2024 2025
RMB’000 RMB’000
Financial liabilities measured at fair value
through profit or loss
Derivative Financial Liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,097 2,682
27. INTEREST-BEARING BANK BORROWINGS
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Current
Bank loans – credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118891,574 1,146,671
Bank loans – pledge (note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,027 –
Current portion of long-term bank loans – credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,786 128,172
Current portion of long-term bank loans – mortgage (note (ii)) /H1118/H1118 866 52,755
Total – current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,035,253 1,327,598
Non-current
Bank loans – credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118124,929 118,395
Bank loans – mortgage (note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118881,517 829,635
Total – non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,006,446 948,030
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/H11182,041,699 2,275,628
The effective interest rates and maturities of the borrowings are as follows:
As at 31 December
2024 2025
Effective
interest rate Maturity
Effective
interest rate Maturity
(%) (%)
Bank loans – credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.95-4.90 2025-2027 1.95-4.50 2026-2028
Bank loans – pledge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.95 2025 – –
Bank loans – mortgage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.37-3.90 2025-2034 2.92-4.00 2026-2033
The carrying amounts of borrowings denominated in the following currency are as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,041,699 2,275,628
As at 31 December
2024 2025
RMB’000 RMB’000
Fixed 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/H11181,064,516 1,146,838
V ariable 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/H1118977,183 1,128,790
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/H11182,041,699 2,275,628
APPENDIX I ACCOUNTANTS’ REPORT
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An analysis of the carrying amounts of borrowings by type of interest rate is as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
Analysed into bank loans:
Within one year or on demand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,035,253 1,327,598
In the second 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/H1118152,436 157,247
In the third to fifth years, inclusive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118281,809 320,371
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/H1118/H1118/H1118572,201 470,412
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/H11182,041,699 2,275,628
Notes:
(i) The Company and the Group’s bank loan amounting to RMB30,027,000 are secured by the pledge over the
Company’s self-developed patent in 2024.
(ii) Certain of the Group’s bank loans are secured by:
a) mortgages over the Group’s buildings and equipment, which had an aggregate carrying value of
RMB1,002,210,000 and RMB926,105,000 at the end of the Relevant Periods, respectively.
b) mortgages over the Group’s construction in progress, which had an aggregate carrying value of
RMB231,479,000 and RMB296,555,000 at the end of the Relevant Periods, respectively.
c) mortgages over the Group’s land, which had an aggregate carrying value of RMB116,781,000 and
RMB114,086,000 at the end of the Relevant Periods, respectively.
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Current
Bank loans – credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118767,512 939,701
Bank loans – pledge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,027 –
Current portion of long-term bank loans – credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111,314 103,033
Total – current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118908,853 1,042,734
Non-current
Bank loans – credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,867 64,770
Total – non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,867 64,770
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/H1118984,720 1,107,504
The effective interest rates and maturities of the borrowings are as follows:
As at 31 December
2024 2025
Effective
interest rate Maturity
Effective
interest rate Maturity
(%) (%)
Bank loans – credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.00-4.90 2025-2026 1.95-4.50 2026-2028
Bank loans – pledge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.95 2025 – –
The carrying amounts of borrowings denominated in the following currency are as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118984,720 1,107,504
APPENDIX I ACCOUNTANTS’ REPORT
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An analysis of the carrying amounts of borrowings by type of interest rate is as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
Fixed 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/H1118889,920 861,104
V ariable 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/H111894,800 246,400
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/H1118984,720 1,107,504
As at 31 December
2024 2025
RMB’000 RMB’000
Analysed into bank loans:
Within one year or on demand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118908,853 1,042,734
In the second 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/H111875,867 64,770
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/H1118984,720 1,107,504
28. REDEMPTION LIABILITIES ON NON-CONTROLLING SHARES IN A SUBSIDIARY
The Group
As at 31 December
Note 2024 2025
RMB’000 RMB’000
Redemption liabilities on non-controlling shares in a
subsidiary
Repurchase obligation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(a) – 207,085
Note:
(a) On 27 June 2025,ΥྫΆุ (hereinafter referred to as the “Healthcare
Fund”) subscribed to a registered capital increase of RMB200 million in Mabwell Chongqing. According to
the terms of the Shareholders’ Agreement, the Healthcare Fund has the right to require one or more of T-mab
Bio Pharm and Mabwell Bioscience (the “Repurchase Obligors”) to purchase all or part of its equity in cash
upon the triggering of a repurchase event. The carrying amount of the repurchase payment amount of
RMB207,085,000 is recognised as financial liability and presented as “redemption liabilities on non-
controlling shares in a subsidiary” in the consolidated statements of financial position.
29. CORPORATE BONDS
As at 31 December
2024 2025
RMB’000 RMB’000
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 395,824
Less: amounts classified as current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2,869)
Amounts classified as non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 392,955
On 15 October 2025, Mabwell (Shanghai) Bioscience Co., Ltd. issued corporate bonds (the “Bonds”) with a total
principal amount of RMB400,000,000 at par value. The Bonds bear interest at an annual rate of 3.4% payable annually. The
Bonds will mature on October 16, 2027.
APPENDIX I ACCOUNTANTS’ REPORT
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30. SHARE CAPITAL
Shares
As at 31 December
2024 2025
RMB’000 RMB’000
Issued and fully paid:
ordinary shares with a par value of RMB1.00 each /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118399,600 399,600
A summary of movements in the Company’s share capital is as follows:
Number of shares Share capital
RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118399,600,000 399,600
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118399,600,000 399,600
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/H1118399,600,000 399,600
During the year ended 31 December 2025, the Group repurchased 1,192,369 treasury shares amounting to
approximately RMB49,995,000, primarily to support the implementation of a future share incentive plan.
31. RESERVES
The Group
The amounts of the Group’s reserves and the movements therein are presented in the consolidated statements of
changes in equity on pages I-6 to I-7 of the Historical Financial Information.
Capital reserve
The capital reserve of the Group represents mainly includes the difference between the par value of the shares issued
and the consideration received by the Company, the exercise of restricted share units and the accumulated effects of the other
equity transactions (i.e. recognition of the obligation to repurchase non-controlling interests, as detailed in note 28 and
business combinations under common control).
Restricted shares and share option reserve
The restricted shares and share option reserve represents the reserve arising from share-based payment transactions,
further details of which are included in note 32 to the Historical Financial Information.
The Company
Capital reserve
Restricted shares
reserve* Accumulated losses Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,540,347 272,028 (2,291,436) 3,520,939
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (416,476) (416,476)
Total comprehensive loss for the year /H1118/H1118/H1118/H1118/H1118 – – (416,476) (416,476)
Exercise of restricted share units /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300,390 (300,390) – –
Recognition of share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 28,362 – 28,362
At 31 December 2024 and 1 January 2025 /H1118/H1118 5,840,737 – (2,707,912) 3,132,825
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,067,671) (1,067,671)
Total comprehensive loss for the year /H1118/H1118/H1118/H1118/H1118 – – (1,067,671) (1,067,671)
Share repurchased /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7) – – (7)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,840,730 – (3,775,583) 2,065,147
APPENDIX I ACCOUNTANTS’ REPORT
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32. SHARE-BASED PAYMENT TRANSACTIONS
(a) The Pre-IPO Equity Incentive Plan
In 2020, the shareholders’ meeting passed a resolution to adopt a restricted share plan (the “Pre-IPO Equity Incentive
Plan”) for the purpose of attracting and retaining the best talents who contribute to the success of the Group’s operations.
Eligible participants of the Pre-IPO Equity Incentive Plan include certain directors of the Company and employees of the
Group.
From June 2020 to November 2021, the grantees shall subscribe for partnership interests of the Employee Incentive
Platforms as partners according to 28,170,300 shares granted at a grant of price RMB1 per share under the Pre-IPO Equity
Incentive Plan as approved by the Board, and make the corresponding capital contributions in accordance with the
arrangements of the Board, thereby holding indirect interests in the Shares.
The details of specific categories of restricted shares granted are as follows:
Date of grant
Number of shares
granted
Exercise
price per
share
Fair value at grant
date per share Unlocking Period
RMB RMB
June 2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,171,300 1.00 20.20 The restricted shares granted are
unlocking in the parts of 20%,
20% and 60% on 31 March
2022, 2023 and 2024, subject
to the performance condition to
be fulfilled.
October 2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118500,000 1.00 20.21
May 2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,200,000 1.00 20.36
November 2021 /H1118/H1118/H1118/H1118/H1118/H11184,299,000 1.00 21.16
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,170,300
During the Relevant Periods, share-based payment compensation expenses of RMB28,362,000 and nil were charged
to profit or loss in relation to the Pre-IPO Equity Incentive Plan.
Set out below are details of the movements of the restricted shares granted under the Pre-IPO Equity Incentive Plan
during the Relevant Periods:
Weighted average
exercise price
Number of shares
authorised
RMB per share ’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/H11181.00 15,510
Unlocked 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/H11181.00 (15,510)
As at 31 December 2024 and 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 –
(b) Mabwell U.S. Equity Incentive Plan
In September 2023, the board of directors of Mabwell U.S. approved and adopted a share option scheme (the
“Mabwell U.S. Equity Incentive Plan”) for the purpose of provide incentives for such persons to exert maximum efforts for
the success of the Group and had approved to issue 3,600,000 shares of Mabwell U.S. in which options with an exercise price
of US$1.52 per share may be granted to nine employees under the scheme. Each option shall have a maximum term of ten
years measured from the date of grant, subject to earlier termination following the optionee’s cessation of service with
Mabwell U.S.
During the Relevant Periods, details of the specific categories of option granted are as follows:
Number of
shares granted
Exercise price
per share Vesting Period
September 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118345,000 US$1.52 25% of the options are vested on the
first anniversary of the grant date, and
the remaining portion of the options
are vested in the following 36
successive equal monthly instalments.
September 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,255,000 US$1.52 Fully vested on the grant date
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,600,000
The fair value of the share options granted for the year ended 31 December 2023 was US$3,001,000.
During the Relevant Periods, share-based payment compensation expenses of RMB454,000 and RMB110,000 were
charged to profit or loss in relation to Mabwell U.S. Equity Incentive Plan.
APPENDIX I ACCOUNTANTS’ REPORT
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Set out below are details of the movements of the share options granted under Mabwell U.S. Equity Incentive Plan
during the Relevant Periods:
Weighted average
exercise price Number of share options
per share ’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/H1118US$1.52 146
V ested 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/H1118US$1.52 (74)
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118US$1.52 72
V ested 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/H1118US$1.52 (46)
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/H1118US$1.52 26
* During the Relevant Periods, no share options under Mabwell U.S. Equity Incentive Plan have been exercised.
The fair value of share-based payment compensations granted in September 2023 was estimated as at the date of grant
using binomial model, taking into account the terms and conditions upon which the share options were granted. The
following table lists the inputs to the model used:
As at grant dates
Expected volatility (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847.86
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/H11184.55
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may
also not necessarily be the actual outcome.
33. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
During the Relevant Periods, the Group had non-cash additions to right-of-use assets of RMB9,708,000 and
RMB2,538,000 and non-cash additions to lease liabilities of RMB9,708,000 and RMB2,538,000, respectively, in respect of
lease arrangements for properties and equipment.
(b) Changes in liabilities arising from financing activities
Bank loans
Loans from
financial
institutions* Lease liabilities Issue cost Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H11181,098,573 – 194,070 – 1,292,643
Changes from financing cash
flows:
Addition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,605,481 – – – 3,605,481
Repayment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,669,130) – – – (2,669,130)
Financial discount received /H1118 2,89 2––– 2,892
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(66,112) – – – (66,112)
Payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (35,973) – (35,973)
Listing expenses payment /H1118/H1118 – – – (5,460) (5,460)
Changes from non-cash
transaction:
Addition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 9,708 – 9,708
Accretion of interest
recognised during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,995 – 7,655 – 77,650
Lease modification /H1118/H1118/H1118/H1118/H1118/H1118– – (881) – (881)
Exchange rate fluctuation /H1118/H1118 – – (97) – (97)
Prepaid listing expenses /H1118/H1118/H1118 –––44
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 2,613 2,613
Deferred listing expenses /H1118/H1118 – – – 17,323 17,323
Changes from operating cash
flows:
Listing expenses payment /H1118/H1118 – – – (2,305) (2,305)
At 31 December 2024 and 1
January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,041,699 – 174,482 12,175 2,228,356
APPENDIX I ACCOUNTANTS’ REPORT
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Bank loans
Loans from
financial
institutions*
Lease
liabilities Issue cost
Corporate
bonds Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,041,699 – 174,482 12,175 – 2,228,356
Changes from financing cash
flows:
Addition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,465,810 200,000 – – 400,000 3,065,810
Repayment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,230,262) (48,520) – – – (2,278,782)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(74,173) (4,208) – – – (78,381)
Payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (34,432) – (3,921) (38,353)
Listing expenses payment /H1118/H1118/H1118/H1118– – – (23,367) – (23,367)
Changes from non-cash
transaction:
Addition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,538 – – 2,538
Accretion of interest recognised
during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,555 4,424 6,584 – 3,664 87,226
Lease disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (216) – – (216)
Exchange rate fluctuation /H1118/H1118/H1118/H1118– – (302) – – (302)
Prepaid listing expenses /H1118/H1118/H1118/H1118/H1118––– 9 0– 8 9
Reclassification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (3,919) (3,919)
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 857 – 857
Deferred listing expenses /H1118/H1118/H1118/H1118– – – 16,376 – 16,376
Changes from operating cash
flows:
Listing expenses payment /H1118/H1118/H1118/H1118– – – (167) – (169)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H11182,275,628 151,696 148,654 5,964 395,824 2,977,763
* The loans from financial institutions are included in other payables and accruals.
(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/H11183,139 4,241
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/H111835,973 34,432
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/H111839,112 38,673
34. COMMITMENTS
The Group had the following capital commitments at the end of the Relevant Periods.
As at 31 December
2024 2025
RMB’000 RMB’000
Contracted, but not provided for:
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/H1118207,586 182,914
Investment in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,000 7,500
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/H1118215,586 190,414
APPENDIX I ACCOUNTANTS’ REPORT
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35. RELATED PARTY TRANSACTIONS
The controlling shareholders of the Group include, among others, Mr. Tang Chunshan and Ms. Chen Shanna.
Name of and relationship with related parties
Name Relationship
ҳ༟ΥྫΆุ(Υྫ)
Shanghai Shilang Investment Partnership Enterprise
(Limited Partnership)
(“Shilang”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the controlling shareholders
ʮ̡ Shanghai Gefeimu
Biomedical Technology Co., Ltd. (“Gefeimu”) /H1118/H1118/H1118/H1118
Controlled by the controlling shareholders
Ҧ(ɪऎ)ப΂ʮ̡
Sinusai Biotechnology (Shanghai) Co., Ltd
(“Sinusai”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Influenced significantly by The Company
ʮ̡
Shanghai Qingxuan Biotechnology LLC
(“Qingxuan”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the controlling shareholders
ʮ̡ Shanghai Qingrun
Pharmaceutical Technology Co. Ltd (“Qingrun”) /H1118/H1118
Controlled by the controlling shareholders
(a) The Group had the following transactions with related parties during the Relevant Periods:
The Group
Y ear ended 31 December
Notes 2024 2025
RMB’000 RMB’000
Purchases of services (i)
Shilang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,289 1,417
Qingrun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 283
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/H11181,289 1,700
Purchases of equipment (ii)
Qingxuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 121
Lease payment (iii)
Shilang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,094 13,720
Gefeimu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,620 202
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/H111814,714 13,922
Notes:
(i) The purchases of services include receiving services for electricity services and technical services were made
according to the prices and terms offered by the related parties with reference to the market price for the
Relevant Periods.
(ii) The purchases of equipment include machinery and office equipment were made according to the prices and
terms offered by the related parties with reference to the market price, used for research and development and
administrative activities respectively.
(iii) The leases include the buildings rented were made according to the prices and terms offered by the related
parties with reference to the market price for offices and laboratories use.
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Outstanding balances with related parties:
The Group
As at 31 December
2024 2025
RMB’000 RMB’000
Lease liabilities – current
Shilang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,133 11,637
Lease liabilities – non current
Shilang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,630 46,993
Due to related parties – current (trading nature)
Sinusai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,500
Shilang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108 152
Qingrun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 283
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/H1118108 12,935
The balances with related parties are trade in nature.
The Company
As at 31 December
2024 2025
RMB’000 RMB’000
Due from subsidiaries – current (trading nature)
Subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118625,781 389,083
Due from subsidiaries – current (non-trading nature)
Subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,579,418 821,526
Due from subsidiaries – non current (trading nature)
Subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,461 31,291
Advance to subsidiaries – current (trading nature)
Subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118181,644 452,811
Due to subsidiaries (trading nature)
Subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,764 193,580
Due to subsidiaries (non-trading nature)
Subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,350 176,056
Due to related parties – current (trading nature)
Sinusai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,500
Shilang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108 152
Qingrun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 283
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/H1118108 12,935
All outstanding balances with related parties are unsecured and non-interest-bearing.
The Group and the company have assessed the expected loss rate for amounts due from the related parties by
considering the financial position and credit history of the related party and assessed that the expected credit loss is minimal.
(c) Compensation of key management personnel of the Group
The Group
Y ear ended 31 December
2024 2025
RMB’000 RMB’000
Salaries, bonuses and allowances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,117 24,459
Pension scheme contributions and social welfare /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,934 1,883
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,803 –
Total compensation paid to key management personnel /H1118/H1118/H1118/H1118/H1118/H1118/H111844,854 26,342
Further details of directors’ emoluments are included in note 8 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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36. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at the end of the Relevant Periods are as
follows:
The Group
Financial assets
As at 31 December
2024 2025
RMB’000 RMB’000
Financial assets measured at fair value through profit or loss:
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/H1118/H1118/H1118/H11183,773 –
Derivative financial 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– 4,037
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/H11183,773 4,037
Financial assets measured at amortised cost:
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/H111838,344 99,789
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/H1118145,916 131,659
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118733 1,718
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/H1118/H1118/H1118/H1118/H11181,191,894 1,526,571
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/H11181,376,887 1,759,737
Financial liabilities
As at 31 December
2024 2025
RMB’000 RMB’000
Financial liabilities measured at fair value through profit or loss:
Derivative financial 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/H11183,097 2,682
Financial liabilities measured at amortised cost:
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,234 197,097
Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118220,185 336,533
Redemption liabilities on non-controlling shares in a subsidiary /H1118/H1118/H1118/H1118/H1118 – 207,085
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/H11182,041,699 2,275,628
Due to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108 12,935
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 395,824
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/H11182,362,226 3,425,102
37. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Management has assessed that the fair values of cash and bank balances, restricted cash, trade receivables, financial
assets included in prepayments, other receivables and other assets (in the current portion), trade payables, financial liabilities
included in other payables and accruals, interest-bearing bank borrowings, corporate bonds and due to related parties
approximate to their carrying amounts largely due to the short-term maturities of these instruments.
The Group’s finance department headed by the finance manager is responsible for determining the policies and
procedures for the fair value measurement of financial instruments. At the end of the Relevant Periods, the finance
department analyses the movements in the values of financial instruments and determines the major inputs applied in the
valuation. The directors review the results of the fair value measurement of financial instruments periodically for financial
reporting.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods
and assumptions were used to estimate the fair values:
The fair values of the non-current portion of financial assets included in prepayments, other receivables and other
assets have been calculated by discounting the expected future cash flows using rates currently available for instruments with
similar terms, credit risk and remaining maturities.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 380 ---
As at 31 December 2025
Financial
liabilities/assets
Fair value
hierarchy Valuation technique Unobservable inputs
Sensitivity of unobservable inputs
to fair value
Derivative
Financial
Liabilities /H1118/H1118/H1118
Level 3 Binomial model Risk-free interest
rate
1% increase/decrease
would result in
decrease/increase in fair
value by 0.1%
V olatility 1% increase/decrease
would result in
increase/decrease in fair
value by 0.8%
Probability of
exercise
1% increase/decrease
would result in
increase/decrease in fair
value by 1%
Derivative
Financial
Assets /H1118/H1118/H1118/H1118/H1118/H1118
Level 3 Market approach
and income
approach
Risk-free interest
rate
1% increase/decrease
would result in
decrease/increase in fair
value by 0.1%
V olatility 1% increase/decrease
would result in
increase/decrease in fair
value by 0.1%
Probability of
exercise
1% increase/decrease
would result in
increase/decrease in fair
value by 9%
As at 31 December 2024
Financial liabilities
Fair value
hierarchy Valuation technique Unobservable inputs
Sensitivity of unobservable inputs
to fair value
Derivative
Financial
Liabilities /H1118/H1118/H1118/H1118
Level 3 Binomial model Risk-free interest
rate
1% increase/decrease
would result in
decrease/increase in fair
value by 7%/8%
V olatility 1% increase/decrease
would result in
increase/decrease in fair
value by 2%
Probability of
exercise
1% increase/decrease
would result in
increase/decrease in fair
value by 20%
Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:
Assets measured at fair value:
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2024
Financial assets measured at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,773 – 3,773
As at 31 December 2025
Financial assets measured at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 4,037 4,037
APPENDIX I ACCOUNTANTS’ REPORT
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Liabilities measured at fair value:
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2024
Derivative financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,097 3,097
As at 31 December 2025
Derivative financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,682 2,682
38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash and cash equivalents, trade receivables, and financial
assets included in prepayments, other receivables and other assets. The main purpose of these financial instruments is to raise
finance for the Group’s operations. The Group has various financial assets and liabilities such as trade receivables, trade
payables, financial assets included in prepayments, other receivables and other assets and financial liabilities included in
other payables and accruals, 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 Group mitigates the risk by monitoring closely the movements in interest rates
and reviewing its banking facilities regularly.
The accrued interest amount of the Group’s floating-rate bank loans is not material to the consolidated financial
statements. Therefore, the exposure to market risk arising from fluctuations in interest rates is deemed to be low.
Foreign currency risk
The Group has transactional currency exposures. Such exposures arise from sales or purchases by operating units in
currencies other than the units’ functional currencies.
The following table demonstrates the sensitivity at the Relevant Periods to a reasonably possible change in the RMB
and US$ exchange rate, with all other variables held constant, of the Group’s loss before tax.
Increase/(decrease) in
USD/RMB rate
Increase/(decrease) in
profit after tax
Increase/(decrease) in
equity
% RMB’000 RMB’000
As at 31 December 2025
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 19,699 19,699
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H111810 (19,699) (19,699)
As at 31 December 2024
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 2,401 2,401
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H111810 (2,401) (2,401)
Credit risk
The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who
wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on
an ongoing basis and the Group’s exposure to bad debts is not significant.
The credit risk of the Group’s financial assets, which comprise cash and cash equivalents, trade receivables, and
financial assets included in prepayments, other receivables and other assets, arises from default of the counterparty, with a
maximum exposure equal to the carrying amount of these instruments.
APPENDIX I ACCOUNTANTS’ REPORT
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Maximum exposure and year-end staging
The tables below show the credit quality and the maximum exposure to credit risk based on the Group’s credit policy,
which is mainly based on past due information unless other information is available without undue cost or effort, and
year-end staging classification as at the end of the Relevant Periods.
The amounts presented are gross carrying amounts for financial assets.
The Group
As at 31 December 2025
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Financial assets included in
prepayments, other
receivables and other
assets – normal* /H1118/H1118/H1118/H1118/H1118/H1118133,74 1––– 133,741
Trade receivables** /H1118/H1118/H1118/H1118/H1118 – – – 100,884 100,884
Restricted Cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,71 8––– 1,718
Cash and bank balances /H1118/H1118/H11181,526,571 – – – 1,526,571
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,662,030 – – 100,884 1,762,914
As at 31 December 2024
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Financial assets included in
prepayments, other
receivables and other
assets – normal* /H1118/H1118/H1118/H1118/H1118/H1118151,56 1––– 151,561
Trade receivables** /H1118/H1118/H1118/H1118/H1118 – – – 38,401 38,401
Restricted Cash /H1118/H1118/H1118/H1118/H1118/H1118/H11187 3 3––– 7 3 3
Cash and bank balances /H1118/H1118/H11181,191,894 – – – 1,191,894
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,344,188 – – 38,401 1,382,589
* The credit quality of the financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the financial
assets had a significant increase in credit risk since initial recognition. Otherwise, the credit quality of the
financial assets is considered to be “doubtful”.
** For trade receivables to which the Group applies the simplified approach for impairment, information based
on the provision matrix is disclosed in note 21 to the Historical Financial Information.
Since the Group trades only with recognised and creditworthy third parties, there is no requirement for collateral.
There is no significant concentration of credit risk.
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management of the
Group to finance the operations and mitigate the effects of fluctuations in cash flows.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 383 ---
The maturity profile of the Group’s financial liabilities and lease liabilities as at the end of the Relevant Periods,
based on the contractual undiscounted payments, is as follows:
The Group
As at 31 December 2025
Less than
1 year or on
demand 1 to 2 years 2 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118197,09 7––– 197,097
Financial liabilities included
in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118290,302 52,738 – – 343,040
Interest-bearing bank
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,363,597 183,414 380,053 498,047 2,425,111
Derivative financial
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,68 2––– 2,682
Due to related parties /H1118/H1118/H1118/H111812,93 5––– 12,935
Corporate bonds /H1118/H1118/H1118/H1118/H1118/H1118/H111813,600 413,600 – – 427,200
Redemption liabilities on
non-controlling shares in a
subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 272,241 – 272,241
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,969 32,937 81,088 10,048 164,042
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,920,182 682,689 733,382 508,095 3,844,348
Details of the description of Redemption liabilities on non-controlling shares in a subsidiary are presented in note 28.
As at 31 December 2024
Less than
1 year or on
demand 1 to 2 years 2 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,23 4––– 100,234
Financial liabilities included
in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118220,18 5––– 220,185
Interest-bearing bank
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,076,553 184,802 357,951 622,668 2,241,974
Derivative financial
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,09 7––– 3,097
Due to related parties /H1118/H1118/H1118/H1118 1 0 8––– 1 0 8
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H111837,464 34,881 87,009 36,398 195,752
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,437,641 219,683 444,960 659,066 2,761,350
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as a going
concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’ value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and
the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may adjust the dividend
payment to shareholders, return capital to shareholders or issue new shares. The Group is not subject to any externally
imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during
the Relevant Periods.
The asset-liability ratios as at the end of the Relevant Periods are as follows:
As at 31 December
2024 2025
RMB’000 RMB’000
Total 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/H11184,275,508 4,555,841
Total 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/H11182,719,729 4,022,839
Asset-liability ratios (note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863.6% 88.3%
Note: The asset-liability ratios is calculated by dividing total liabilities by total assets and multiplying the product
by 100%.
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 384 ---
39. EVENTS AFTER THE RELEV ANT PERIODS
There were no significant events subsequent to the end of the Relevant Periods.
40. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of the companies now
comprising the Group in respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 385 ---
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 forth in
Appendix I to this Prospectus, and is included herein for information purpose 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 adjusted consolidated net tangible assets has been
prepared in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on the
Stock Exchange of Hong Kong Limited and with reference to Accounting Guideline 7 “ Preparation
of Pro Forma Financial Information for inclusion in Investment Circulars ” issued by the Hong
Kong Institute of Certified Public Accountants (“HKICPA”) for illustration purpose only, and is set
out below to illustrate the effect of the Global Offering on our consolidated net tangible assets as
at 31 December 2025 as if Global Offering had taken place on that date.
The unaudited pro forma statement of adjusted consolidated net tangible assets attributable to
owners of the Company has been prepared for illustrative purposes only and because of its
hypothetical nature, it may not give a true picture of the consolidated net tangible assets of the
Group as at 31 December 2025 or any future dates following the Global Offering.
Consolidated net
tangible assets
attributable to
owners of the
parent as at
31 December 2025
Estimated net
proceeds from the
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to
owners of the
parent as at
31 December 2025
Unaudited pro forma
adjusted consolidated net
tangible assets
attributable to
owners of the parent per
Share as at
31 December 2025
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4)
Based on an Offer
Price of
HK$27.64 per
Offer Share /H1118/H1118/H1118/H1118/H1118215,037 1,043,040 1,258,077 2.82 3.21
Based on an Offer
Price of
HK$30.71 per
Offer Share /H1118/H1118/H1118/H1118/H1118215,037 1,164,765 1,379,802 3.09 3.52
Notes:
(1) The consolidated net tangible assets of the Group attributable to equity holders of the Company as at 31 December
2025 was arrived at after deducting other intangible assets of RMB15,700,000 and goodwill of RMB118,770,000 from
the consolidated net assets attributable to owners of the Company as at 31 December 2025 of RMB349,507,000 set
out in the Accountants’ Report in Appendix I to this document.
(2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$27.64 per Share or
HK$30.71 per Share, after deduction of the underwriting fees and other related expenses payable by our Group
(excluding the listing expense that have been charged to profit or loss during the Track Record Period). The estimated
net proceeds from the Global Offering are converted from Hong Kong dollars into RMB at an exchange rate of
RMB0.87641 to HK$1.0.
(3) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the parent per Share is
arrived at after adjustments referred in notes 2 above and on the basis that 446,730,200 Shares are in issue and the
Global Offering had been completed on 31 December 2025.
(4) The unaudited pro forma adjusted consolidated net tangible assets per Share are converted into Hong Kong dollars
at an exchange rate of RMB0.87641 to HK$1.00.
(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.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 386 ---
The following is the text of a report, prepared for inclusion in this document, received from
the independent reporting accountants of the Company, Ernst & Young, Certified Public
Accountants, Hong Kong, for the purpose of incorporation in this prospectus.
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
⭰㰟㛪姯⸒Ṳ⋀㈧
榀㸖毩歁㵳勘䙮怺 979噆
⤑⏋✱ᷧ⺎27㧺
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
To the Directors of Mabwell (Shanghai) Bioscience Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited pro
forma financial information of Mabwell (Shanghai) Bioscience Co., Ltd. (the “Company”) and its
subsidiaries (hereinafter collectively referred to as the “Group”) by the directors of the Company
(the “Directors”) for illustrative purposes only. The unaudited pro forma financial information
consists of the unaudited pro forma consolidated net tangible assets as at 31 December 2025 and
related notes as set out on pages II-1 of Appendix II of the prospectus dated 20 April 2026 (the
“Prospectus”) issued by the Company (the “Unaudited Pro Forma Financial Information”). The
applicable criteria on the basis of which the Directors have compiled the Unaudited Pro Forma
Financial Information are described in 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 period 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 control
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 Control 1 Quality Control for Firms that
Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services
Engagements , and accordingly maintains a comprehensive system of quality control including
documented policies and procedures regarding compliance with ethical requirements, professional
standards and applicable legal and regulatory requirements.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 387 ---
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 historical financial
information used in the compilation of the Unaudited Pro Forma Financial Information beyond that
owed to those to whom those reports were addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus 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 proposed initial public offering of the H Shares 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.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 388 ---
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled on the basis
stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Ernst & Young
Certified Public Accountants
Hong Kong
20 April 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 389 ---
This Appendix contains a summary of the principal provisions of the Company’ s Articles of
Association. The major objective of this Appendix is to provide potential investors with an overview
of the Company’ s Articles of Association, and therefore it may not contain all the information that
may be important to potential investors.
SHARES AND REGISTERED CAPITAL
Shares of the Company shall take the form of share certificates. The par value of the shares
shall be denominated in RMB and each share has a par value of RMB1.00.
The shares of the Company shall be issued in accordance with the principles of fairness and
justice. Each share of the same class shall carry the same rights.
Shares of the same class and the same issuance shall be issued on the same conditions and at
the same price. Any entity or individual shall pay the same price for each of the Shares it/he/she
subscribes for.
INCREASE, REDUCTION, REPURCHASE AND TRANSFER OF SHARES
Increase and Reduction of Shares
Based on its operation and development needs, in accordance with the relevant laws and
regulations, and subject to the resolutions of the general meeting, the Company may increase its
capital by any of the following ways:
(i) offering of shares to unspecified parties;
(ii) offering of shares to specified parties;
(iii) distribution of bonus shares to existing Shareholders;
(iv) conversion of capital reserve into share capital;
(v) other means permitted by laws and administrative regulations and approved by the
CSRC, Shanghai Stock Exchange and HKEX.
The Company may reduce its registered capital. The reduction of registered capital shall
comply with the Company Law, Listing Rules and other relevant regulations as well as the
procedures stipulated in the Articles of Association.
Repurchase of Shares
The Company shall not buy back its shares, except in one of the following circumstances:
(i) reduction of the Company’s registered capital;
(ii) mergers with another company holding shares of the Company;
(iii) use of shares for employee shareholding scheme or equity incentives;
(iv) Shareholders who object to resolutions of the general meeting on merger or division of
the Company requesting the Company to purchase their shares;
(v) use of shares for conversion of corporate bonds issued by the Company which are
convertible into shares;
(vi) where it is necessary for the Company to preserve its value and Shareholders’ interest.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 390 ---
Where the Company purchases its shares under the circumstances set forth in items (i) and (ii)
above, it shall be resolved by the 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
provisions of the Articles of Association or authorization by the general meeting, be resolved at a
Board meeting that is attended by more than two-thirds of the Directors. Upon the purchase of its
shares by the Company pursuant to the above provisions, under the circumstance set forth in item
(i), such shares shall be cancelled within 10 days from the day of purchase; under the circumstances
set forth in items (ii) and (iv), such shares shall be transferred or cancelled within six months; under
the circumstances set forth in items (iii), (v) and (vi), the total number of shares held by the
Company shall not exceed 10% of the total issued shares of the Company, and shall be transferred
or cancelled within three years.
Notwithstanding the foregoing, if applicable laws and regulations, the Articles of Association
and the laws of the place where the Company’s shares are listed or the securities regulatory
authorities have otherwise provided for the aforesaid matters relating to the repurchase of the
Company’s shares, the Company shall comply with such provisions. The repurchase of the
Company’s H Shares shall comply with the Listing Rules and other relevant laws and regulations
and regulatory requirements of the place where the Company’s H Shares are listed.
Transfer of Shares
The Company does not accept the Company’s shares as the subject of pledge rights.
Shares issued prior to the public offering of the Company’s may not be transferred within one
year from the date on which the shares of Company are listed and traded on the stock exchange(s).
Where laws, administrative regulations or the securities regulatory authorities of the State Council
have otherwise provided for the transfer of shares of the Company held by Shareholders or persons
in effective control of a listed company, such provisions shall apply.
Directors and senior management of the Company shall report to the Company their holdings
of shares of the Company and the changes thereof. The number of shares to be transferred in each
year of his term of office shall not exceed 25% of the total number of shares of the same class of
the Company held by them. The shares of the Company held by the aforesaid persons shall not be
transferred within one year from the date on which the shares of the Company are listed and traded.
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 the Directors, senior management or Shareholders holding more than 5% of the Company’s
shares dispose of the Company’s shares or other securities of an equity nature held by them within
six months of their purchase, or if they purchase them again within six months of their disposal, the
proceeds arising therefrom shall be attributable to the Company, and the Board shall recover the
proceeds therefrom, with the exception of the circumstance where a securities company holds more
than 5% of the Company shares due to purchase of the remaining shares after standby underwriting
of shares or any other circumstance stipulated by the CSRC and the HKEX.
Shares or other securities of an equity nature held by Directors, senior management,
Shareholders of natural persons as referred to in the preceding paragraph include those held by their
spouses, parents, children and those held through the accounts of others.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 391 ---
SHAREHOLDERS AND GENERAL MEETINGS
Shareholders
The Company shall establish a register of members with the evidence provided by the
securities registration authority. 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.
The Company should keep a copy of the register of members of H shares at the Company’s
domicile, the appointed offshore agent should at all times ensure the consistency of the original and
the copy of the register of members of H shares. The register of members in Hong Kong must be
available for inspection by Shareholders, but the Company may be allowed to suspend the
registration of Shareholders (if necessary) on terms equivalent to section 632 of the Companies
Ordinance (Cap. 622).
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 the holding of, convene, preside over, participate in or appoint a Shareholder’s
proxy to participate in general meetings and exercise the corresponding speaking and
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 and regulations of the Articles of Association;
(v) to inspect and duplicate the Articles of Association, register of members, minutes of
general meetings, resolutions of Board meetings and financial reports, and to review the
Company’s accounting books and accounting documents (for shareholders who meet the
requirements);
(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) in the event that Shareholder(s) objects to a resolution of the general meeting regarding
the merger or division of the Company, may request the Company to purchase their
shares;
(viii) to enjoy other rights stipulated by laws, administrative regulations, departmental rules
and the Articles of Association.
If the resolution of the 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, this excludes cases where there
are only minor defects in the procedures for convening a general meeting or a Board meeting or in
the manner of voting, which do not have a material impact on the resolution.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 392 ---
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 withdraw 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 legal 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 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 legal person
and the limited liabilities of Shareholders for the purposes of evading repayment of debts, thereby
materially impairing the interests of the creditors of the Company, such Shareholders shall be liable
for the debts owed by the Company.
General Provisions for General Meeting
The general meeting is the organ of authority of the Company and shall exercise the following
duties and powers in accordance with laws:
(i) to elect and replace Directors who are not employee representatives and to determine
matters relating to the remuneration of the Directors;
(ii) to consider and approve the reports of the Board;
(iii) to consider and approve the profit distribution plan and loss recovery plans of the
Company;
(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 engaged in the audit
work by the Company;
(ix) to consider and approve the guarantee issues specified in Article 47 of the Articles of
Association;
(x) to consider the purchase or sale of material assets by the Company within 1 year,
involving total assets or transaction amounts exceeding 30% of the Company’s audited
total assets as at the most recent period;
(xi) to consider and approve matters relating to changes in the use of proceeds;
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-4 –


--- page 393 ---
(xii) to consider share incentive scheme and employee shareholding scheme;
(xiii) to consider other matters that should be decided by the general meeting of the Company
as stipulated in the laws, administrative regulations, departmental rules, laws and
regulations of the place where the Company’s shares are listed and the Listing Rules
(including but not limited to Chapter 14 and Chapter 14A of the Listing Rules) or the
Articles of Association.
The following provision of external guarantees by the Company shall be submitted to the
general meeting of the Company for consideration after being approved by the Board:
(i) the total amount of the external guarantees provided by the Company and its holding
subsidiaries exceeding 50% of the latest audited net assets;
(ii) the total amount of the external guarantees provided by the Company exceeding 30% of
the latest audited total assets;
(iii) the amount of external guarantees provided by the Company within one year exceeding
30% of the latest audited total assets;
(iv) any guarantee to be provided to guarantee recipients 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;
(vii) other guarantees that should be considered and approved by the general meeting as
stipulated in laws, administrative regulations, departmental rules, regulatory documents,
laws and regulations of the place where the Company’s shares are listed and the Listing
Rules or the Articles of Association.
For guarantees within the scope of the Board’s authorization, in addition to the approval of
more than one-half of Directors, the approval of more than two-thirds of the Directors present at
the Board meeting shall also be required. When a guarantee mentioned in item (iii) above is
considered at the general meeting, it shall be passed by more than two-thirds of the voting rights
held by the Shareholders present at the meeting.
General meetings are classified into annual general meetings and extraordinary general
meetings. The annual general meeting shall be convened once a year within 6 months from the end
of the previous fiscal year.
The Company shall convene an extraordinary general meeting within two months from the
date of occurrence of any of the following circumstances:
(i) when the number of Directors is less than the statutory minimum quorum provided for
in the PRC Company Law or two-thirds of the number specified in the Articles of
Association;
(ii) when the uncovered loss of the Company reaches one-third of its total paid-up share
capital;
(iii) upon 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;
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-5 –


--- page 394 ---
(v) when the Audit Committee proposes such a meeting be held;
(vi) other circumstances as stipulated in laws, administrative regulations, departmental rules,
laws and regulations of the place where the Company’s shares are listed and the Listing
Rules or the Articles of Association.
Summoning of General Meetings
The Board shall timely convene a shareholders’ meeting within the timeframe as required.
With the approval by a majority of all independent Directors, the independent Directors shall
have the right to propose to the Board to convene an extraordinary general meeting. The Board
shall, in accordance with relevant laws, administrative regulations and the Articles of Association,
give a written response on whether or not it agrees to convene such an extraordinary general
meeting within 10 days after the receipt of the proposal. If the Board agrees to convene an
extraordinary general meeting, it shall give a notice convening such meeting within 5 days after it
has so resolved. If the Board does not agree to convene the extraordinary general meeting, it shall
give the reasons and make an announcement.
The Audit Committee shall propose the Board in writing to convene an extraordinary general
meeting. The Board shall, in accordance with relevant laws, administrative regulations and the
Articles of Association, give a written response on whether or not it agrees to convene such an
extraordinary general meeting within 10 days after the receipt of the proposal. If the Board agrees
to convene an extraordinary general meeting, it shall give a notice convening such meeting within
5 days after it has so resolved. Any changes to be made to the original request in the notice shall
be subject to approval of the Audit Committee. If the Board does not agree to convene an
extraordinary general meeting or fails to give a response within 10 days after the receipt of the
proposal, it is deemed that the Board is unable to fulfill or fails to fulfill its duty to convene a
general meeting and the Audit Committee may convene and preside over such meeting on its own.
Shareholders that hold, individually or collectively, 10% or more of the shares in the Company
shall have the right to request in writing the Board to convene an extraordinary general meeting.
The Board shall, in accordance with relevant laws, administrative regulations and the Articles of
Association, give a written response on whether or not it agrees to convene such an extraordinary
general meeting within 10 days after the receipt of the proposal. If the Board agrees to convene an
extraordinary general meeting, it shall give a notice convening such meeting within 5 days after it
has so resolved. Any changes to be made to the original request in the notice shall be subject to
approval of the relevant Shareholders. If the Board does not agree to convene an extraordinary
general meeting or fails to give a response within 10 days after the receipt of the proposal, the
Shareholders that hold, individually or collectively, 10% or more of the Shares of the Company may
propose to the Audit Committee in writing to convene an extraordinary general meeting. If the Audit
Committee agrees to convene an extraordinary general meeting, it shall give a notice convening
such meeting within 5 days after it has so resolved. Any changes to be made to the original request
in the notice shall be subject to approval of the relevant Shareholders. If the Audit Committee fails
to give the notice convening such meeting within the period specified hereinabove, it shall be
deemed to have failed to convene and preside over such meeting. The Shareholders that hold,
individually or collectively, 10% or more of the shares in the Company for 90 days or more
consecutively may convene and preside over such meeting on their own.
Where the Audit Committee or the Shareholder(s) decide to convene a general meeting on its
or their own, they shall notify the Board in writing and at the same time file a record with the
Shanghai Stock Exchange. Before the announcement of the resolutions of the general meeting is
made, the shareholding of the convening Shareholder(s) shall not be less than 10%. The Audit
Committee or the convening Shareholders shall submit the relevant supporting materials to the
Shanghai Stock Exchange when issuing the notice of the general meeting and publishing the
announcement of the resolution of the general meeting.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-6 –


--- page 395 ---
The Board and the Secretary of the Board will cooperate with any general meeting convened
by the Audit Committee or Shareholders. The Board will provide the register of members as of the
date of the share registration.
PROPOSALS AND NOTICES OF GENERAL MEETINGS
The content of proposals shall fall within the functions and powers of the general meeting,
have clear subject for discussion and specific matters to be resolved and comply with relevant
requirements of the laws, administrative regulations, the securities regulatory rules of the place
where the shares of the Company are listed and the Articles of Association.
When the Company holds a general meeting, the Board, the Audit Committee or Shareholders
that hold, individually or collectively, 1% or more of the Shares of the Company shall have the right
to put forward proposals.
Shareholders that hold, individually or collectively, 1% or more of the Shares of the Company
may submit ad hoc proposals in writing to the convener 10 days before the convening of the general
meeting. The convener shall notify other Shareholders of the proposal or send a supplementary
notice of the general meeting announcing the contents of the provisional proposal within two days
of receipt of the proposal.
The convener of an annual general meeting shall notify all Shareholders by means of an
announcement 20 days before the meeting; the convener of an extraordinary general meeting shall
notify all Shareholders by means of an announcement 15 days before the meeting. When calculating
the period for giving notice, the day of the meeting shall not be included, the day on which the
notice is published shall be included.
A notice of a general meeting shall include the following:
(i) the time, venue and duration of the meeting;
(ii) matters and proposals submitted to the meeting for consideration;
(iii) a prominent written statement that all Shareholders are entitled to attend general meeting
and are entitled to appoint in writing a proxy to attend and vote at the meeting and that
such proxy need not be a Shareholder of the Company;
(iv) the record date of registration of Shareholders entitled to attend the general meeting;
(v) the name and contact method of the regular contact person for the meeting;
(vi) the time and procedure for voting online or through other means;
(vii) other matters to be specified.
Notices or supplementary notices of general meetings shall adequately and completely
disclose the specific contents of all proposals. Where the opinions of independent Directors and
intermediary organization are required on the matters to be discussed, such opinions will be
disclosed at the same time as the notice of the general meeting or the supplemental notice.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 396 ---
CONVENING OF GENERAL MEETINGS
All Shareholders registered on the share right registration date or their proxies shall be entitled
to attend the general meetings and exercise voting rights in accordance with relevant laws,
regulations and the Articles of Association. Shareholder may attend the general meeting in person,
or appoint a proxy to attend and vote on behalf of such Shareholder. Shareholders are entitled to
speak and vote at general meetings unless the Shareholders are required by the Listing Rules to
abstain from voting on individual matters.
Individual Shareholders attending the meeting in person shall present his/her identity card or
other valid license or certificate or stock account card that can prove his/her identity. Proxies
appointed to attend the meeting shall present his/her valid identification document and the power
of attorney from the appointing Shareholder.
Shareholder that is a legal person shall attend the meeting by its legal representative or by
proxies appointed by it. If a legal representative attends the meeting, he or she shall present his/her
identity document, valid documents that can prove its identity as the legal representative. Where the
meeting is attended by proxy, he or she shall present his/her identity card and written power of
attorney issued by the legal representative of the corporate Shareholder unit in accordance with the
law.
The Shareholders of an unincorporated partnership shall be represented at the meeting by a
natural person managing partner or an appointed representative of a non-natural person managing
partner, or by a proxy entrusted by the aforesaid person. If an appointed representative of a natural
person managing partner or a non-natural person managing partner attends the meeting, he or she
shall present his/her identity card, a valid certificate proving that he or she has the qualification.
Where the meeting is attended by proxy, he or she shall present his/her identity card and written
power of attorney issued by the natural person managing partner or the appointed representative of
a non-natural person managing partner, in accordance with the law.
Where such Shareholder is a Recognized Clearing House (or its nominees) as defined by the
relevant ordinances or regulations enacted in Hong Kong, such Shareholder may authorize one or
more persons as it thinks fit to act as its nominee(s) or representative(s) at any meeting; however,
if more than one person are so authorized, the power of attorney or authorization shall specify the
number and class of shares in respect of which each such person is so authorized, and be signed by
the person authorized by the Recognized Clearing House. A person so authorized will be entitled
to exercise the same rights on behalf of the recognized clearing house (or its nominee(s)) without
the need to produce evidence of shareholding, notarized authorization and/or further evidence of
due authorization as if such person were an individual member of the Company. The rights and
powers include the right to vote on a show of hands in one’s personal capacity when a show of hands
is permitted.
The power of attorney issued by a Shareholder to appoint a proxy to attend a general meeting
shall contain the following information:
(i) name of the principal and the class and quantity of the Company’s shares held;
(ii) name of the proxy;
(iii) Specific instructions from the shareholders, including instructions to vote for, against, or
abstain on each matter included in the agenda of the shareholders’ meeting;
(iv) the date of issuance and term of validity of the power of attorney;
(v) the signature of the principal (or official seal); If the principal is a corporate shareholder,
the seal of the corporate shall be affixed.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-8 –


--- page 397 ---
If a shareholders’ meeting requires the attendance of Directors or senior management, the
Directors or senior management shall do so and answer shareholders’ inquiries.
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 Shareholders’ meeting convened by
the Audit Committee on his/her own shall be presided over by the convener of the Audit Committee.
In the event that the convener of the Audit Committee is unable to or fails to perform his/her duties,
the meeting shall be presided over by a member of the Audit Committee jointly elected by more than
half of the members of the Audit Committee . 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 at the General Meetings
Resolutions of a general meeting are divided into ordinary resolutions and special resolutions.
Ordinary resolutions of a general meeting shall be passed by votes representing more than half of
the voting rights held by Shareholders (including proxies thereof) attending the general meeting.
Special resolutions of a general meeting shall be passed by votes representing more than two-thirds
of voting rights held by Shareholders (including proxies thereof) attending the general meeting.
The following matters shall be passed by ordinary resolutions at a general meeting:
(i) work reports of the Board;
(ii) profit distribution plans and plans for recovery of losses formulated by the Board;
(iii) appointment and dismissal of members of the Board, their remunerations and methods
of payment;
(iv) the Company engages and dismisses accounting firms and determines the audit fees of
accounting firms;
(v) matters other than those required by the laws, administrative regulations, departmental
rules, regulatory documents, laws and regulations of the place where the Company’s
shares are listed and the Listing Rules or the Articles of Association to be passed by
special resolution.
The following matters shall be passed by special resolutions at a general meeting:
(i) increase or reduction of registered capital of the Company;
(ii) division, spin-off, merger, dissolution and liquidation of the Company;
(iii) the amendment of the Articles of Association;
(iv) purchase or sale of material assets by the Company within one year involving total assets
or transaction amounts exceeding 30% of the Company’s latest audited total assets or
provision of guarantees in an amount exceeding 30% of the Company’s latest audited
total assets;
(v) share incentive scheme;
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-9 –


--- page 398 ---
(vi) other matters as required by the laws, administrative regulations, departmental rules and
regulations, regulatory filings, laws and regulations of the place where the Company’s
shares are listed, the Listing Rules or the Articles of Association, as well as other matters
which will have a significant impact on the Company and require a special resolution to
be passed if they are to be considered by the general meeting by way of an ordinary
resolution.
Shareholders (including proxies thereof) shall exercise their voting rights based on the number
of voting shares they represent. Each share is entitled to one vote.
When considering the material matters affecting the interests of minority investors at the
general meeting, the votes by minority investors shall be counted separately, and the results of such
separate vote counting shall be publicly disclosed in a timely manner.
The shares of the Company held by the Company do not carry voting rights, and shall not be
counted in the total number of voting shares represented by Shareholders attending a general
meeting.
Shareholders who purchase the voting shares of the Company in violation of the provisions
of Clause 1 and Clause 2 of Article 63 of the Securities Law of the PRC shall not exercise the voting
right of the shares that exceed the prescribed ratio within 36 months after the purchase, and such
number shall not be counted in the total number of voting shares represented by Shareholders
attending a general meeting.
The Board, independent Directors and Shareholders who hold more than one percent of voting
shares of the Company or investors protection institutes established in accordance with laws,
administrative regulations or the regulations of the CSRC may publicly request the company’s
shareholders to authorize them to attend the shareholders’ meeting and exercise shareholders’ rights
such as the right to propose and the right to vote, on behalf of the shareholders. Except as otherwise
provided for by laws and regulations, a listed company and the conveners of the shareholders’
meeting shall not set any conditions on the solicitors.
Solicitation of shareholders’ rights shall be conducted without compensation, and the solicitor
shall fully disclose to the solicited persons all information necessary for shareholders to grant
authorization. The solicitation of shareholders’ rights shall not be conducted on a compensated
basis or in any form of disguised compensation.
When a connected transaction is considered at a general meeting, the connected Shareholders
shall refrain from voting and the number of voting shares that they represent shall not be counted
the total number of valid voting shares. Announcement of resolutions of the general meeting shall
fully disclose the voting of non-connected Shareholders.
BOARD OF DIRECTORS
Directors
Directors of the Company shall be natural persons. 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 has been sentenced to imprisonment for corruption, bribery, appropriation of
property, misappropriation of property or disruption of the socialist market economic
order, and the term of imprisonment has not yet exceeded five years, or the person has
been deprived of political rights for the commission of a crime and the term of
imprisonment has not yet exceeded five years, or the person has been pronounced to be
on probation, the probationary period shall not exceed two years from the date of the
expiration of the probationary examination period;
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--- page 399 ---
(iii) the person who is a former director, factory manager 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 or the date of the order to close down of the
company or enterprise;
(v) the person classified by the People’s Court as bad faith executives due to the failure of
settling debts of a larger amount when they fall due;
(vi) the person has been banned by the CSRC or the HKEX from access to the securities
market as not serving as a director or senior executive of a listed company, and the term
of prohibition has not expired;
(vii) the person has been publicly identified by the stock exchange as unsuitable to serve as
a director or senior executive of a listed company, and the term has not expired;
(viii) other contents stipulated by laws, administrative regulations, departmental rules, laws
and regulations of the place where the Company’s shares are listed and Listing Rules.
Directors are elected or replaced by the general meeting and may be removed from office by
an ordinary resolution of the general meeting prior to the expiry of their terms of office (provided
that such removal shall be without prejudice to any claim for damages that such Director may have
under any contract). Directors shall hold office for a term of three years and shall be eligible for
re-election upon expiry of their terms of office. The term of office of independent Directors is the
same as that of the other Directors of the Company, and they may be re-elected upon expiration of
their terms of office, provided that they shall not serve consecutively for more than six years.
The term of office of a Director shall commence from the date of taking the position until the
expiry of the term of office of the current session of the Board. Where a re-election fails to be
carried out in a timely manner upon the expiry of the term of office of a Director, such Director shall
continue to perform his/her duties as a Director in accordance with the laws, administrative
regulations, departmental rules and the Articles of Association until the newly elected Director
assumes the office. Subject to the relevant applicable laws and regulations and regulatory rules in
Hong Kong, any person appointed by the Board as a Director to fill a casual vacancy on the Board
or as an addition to the Board shall hold office only until the first annual general meeting after
appointment and shall then be eligible for re-election.
Directors may be concurrently served by the senior management personnel, but the total
number of Directors concurrently serving as senior management personnel and Directors served by
employee representatives shall not exceed one-half of the total number of Directors of the Company.
Directors may resign prior to the expiration of their terms of office. When a Director resigns,
he/she shall submit a written resignation notice to the Company. The resignation will take effect on
the day the Company receives the resignation report and the Company shall make disclosure of
relevant information within two trading days. In the event that the resignation of any Director
during his/her term of office results in the number of members of the Board being less than the
statutory minimum requirement, the former Director shall still perform his/her duties as a Director
in accordance with laws, administrative regulations, departmental rules and the Articles of
Association.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 400 ---
Board of Directors
The Company has established a Board, the Board consists of nine Directors, of which at least
three are independent Directors and constitute at least one-third of the Board, and one employee
director. The board of directors has one chairman. The chairman shall be elected by a majority of
all directors.
The Board shall exercise the following duties and powers:
(i) to convene general meetings and report its work to the general meetings;
(ii) to implement the resolutions of the general meetings;
(iii) to formulate business operation plans and investment plans of the Company;
(iv) to formulate the profit distribution plans and plans for recovery of losses of the
Company;
(v) to formulate plans of the Company regarding increase or reduction of the registered
capital, issuance of bonds or other securities and listing;
(vi) to draft plans for major acquisitions of the Company, the purchase of Shares of the
Company, merger, division, dissolution or change in the form of the Company;
(vii) to determine, to the extent authorized by the general meeting, on such matters as the
external investments, purchase or sale of assets, assets mortgage, external guarantee,
entrusted wealth management, connected transactions and external donations of the
Company;
(viii) to determine the internal management organization of the Company;
(ix) to determine the appointment or dismissal of the general manager of the Company, the
Board secretary or other senior management officers, and decide on their remuneration,
rewards and penalties; and based on the nomination of the general manager, to determine
the appointment or dismissal of the senior management including deputy general
manager(s) and chief financial officer 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 manage the information disclosure of the Company;
(xiii) to propose to the general meeting for appointment or replacement of the accounting
firms which provide audit services to the Company;
(xiv) to listen to work reports of the general manager of the Company and review his/her
work;
(xv) other duties and responsibilities as stipulated in laws, administrative regulations,
departmental rules, laws and regulations of the place where the Company’s shares are
listed, the Listing Rules and the Articles of Association.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-12 –


--- page 401 ---
If any Director has connection with the entity or individual involved in the resolution made
at a Board meeting, the said Director shall promptly report in writing to the Board and shall not vote
on the said resolution for himself/herself or on behalf of another Director. The Board meeting may
be held when more than half of the non-connected Directors attend the meeting and the resolution
of the Board meeting shall be passed by more than half of the non-connected Directors. If the
number of non-connected Directors attending the meetings is less than three, the issue shall be
submitted to the Shareholders’ general meeting for consideration.
Managers and other senior management
The Company shall have one general manager, who shall be appointed or dismissed by the
Board. The Company shall have a number of deputy general managers, a chief financial officer, and
a secretary to the Board, who shall be appointed or dismissed by the Board.
The Articles of Association concerning the circumstances in which a person may not act as a
Director also applies to senior management. The provisions relating to the duty of loyalty and the
duty of diligence of Directors in the Articles of Association shall also apply to senior management.
The general manager shall serve for a term of 3 years and may serve consecutive terms if
re-appointed.
The general manager shall report to the Board and exercise the following duties and powers:
(i) to take charge of the production, operation and management of the Company, organize
the implementation of the Board, and report to the Board;
(ii) to organize the implementation annual business plans and investment plans of the
Company;
(iii) to draft the plans for establishment of the internal management organization of the
Company;
(iv) to draft the basic management system of the Company;
(v) to formulate the rules and regulations of the Company;
(vi) to propose to the Board the appointment or dismissal of the deputy general manager and
chief financial officer of the Company;
(vii) to decide on the appointment or dismissal of responsible management personnel other
than those who should be appointed or dismissed by the Board;
(viii) other duties and powers as may be conferred by the Articles of Association or by the
Board.
The Company shall have a Board secretary, who is responsible for preparing for general
meeting and Board meetings, maintaining documents and managing Shareholders information, as
well as handling information disclosure matters.
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 integrity obligation, causing damage to the
interests of the Company and public Shareholders, they shall be liable for compensation in
accordance with the laws.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-13 –


--- page 402 ---
FINANCIAL ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND AUDIT
Financial Accounting System
The Company shall formulate its financial accounting system in accordance with the laws,
administrative regulations and the requirements of the relevant state departments and the laws and
regulations of the place where the Company’s shares are listed and the Listing Rules.
A Share Reports: The Company shall report and disclose its annual reports to the CSRC and
the Shanghai Stock Exchange within four months from the ending date of each fiscal year, and
report and disclose its interim report to the delegated authority of the CSRC and the Shanghai Stock
Exchange within two months from the end of the first half of each fiscal year.
H Share Reports: The Company shall disclose a preliminary announcement of the annual
performance within 3 months from the end of each accounting year and prepare and disclose the
annual report within 4 months from the end of each fiscal year, with at least 21 days before the
annual general meeting of Shareholders. The Company shall disclose a preliminary announcement
of the interim performance within 2 months from the end of the first 6 months of each fiscal year
and prepare and disclose the interim report within 3 months from the end of the first 6 months of
each fiscal year.
The above financial accounting reports, annual reports, annual performance, interim reports
and interim performance are prepared in accordance with the relevant laws, administrative
regulations, departmental rules and regulations, as well as the requirements of the securities
regulatory authorities and stock exchanges where the Company’s shares are listed.
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 more than 50% 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 years, the current year’s profits shall
be applied firstly to make up the losses before being allocated to the statutory reserve in accordance
with the preceding provision.
Subject to a resolution passed at a general meeting, after allocation has been made to the
Company’s statutory reserve fund from its after-tax profits, the Company may set aside funds for
the discretionary reserve fund. Except for the portion not to be distributed in proportion to
shareholdings as stipulated in the Articles of Association or agreed by the Shareholders, the
remaining after-tax profit, after recovery of losses and appropriation of statutory reserve funds,
shall be distributed to Shareholders in proportion to their shareholdings. Where the general meeting
distributes its profits before recovery of losses and appropriation of statutory reserve funds to the
Shareholders in breach of the preceding provisions, Shareholders must refund to the Company the
profits distributed in violation of the provisions. No profit shall be distributed in respect of the
shares of the Company which are held by the Company.
The reserve fund of the Company shall be used for making up for the loss, expansion of the
operation or increase of capital of the Company. If the Company’s losses are to be covered by a
reserve fund, the Company should first utilize the discretionary reserve and the statutory reserve;
if the losses still cannot be covered, the Company may utilize the capital reserve in accordance with
the 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.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-14 –


--- page 403 ---
The Company may distribute dividends in the form of cash, stock or a combination of both.
On the premise that the Company’s profitability and cash flow are sufficient for the Company’s
normal production and operation and long-term development, the Company shall implement a
proactive cash dividend distribution policy.
Internal Audit
The Company shall implement an internal audit system, which clearly defines the leadership
system, responsibilities and authorities, personnel allocation, funding support, application of audit
results and accountability for internal audit.
The internal audit system of the Company shall be implemented after being approved by the
Board and disclosed to the public.
Appointment of an Accounting Firm
The Company shall appoint such accounting firm that meets the requirements of the Securities
Act for carrying out the audit for the accounting statements, net asset verification, and other
relevant consultancy services. The term of appointment shall be 1 year and can be re-appointed.
The appointment of accounting firm by the Company shall be subject to the approval of
general meetings. The Board shall not appoint accounting firm before the approval of the general
meeting.
The Company guarantees that it shall provide the appointed accounting firm with true and
complete accounting vouchers, accounting books, financial and accounting reports and other
accounting information, and that it engages without any refusal, withholding, and
misrepresentation.
The auditing fee of the accounting firm shall be determined by the general meeting.
In the event of termination of the appointment or non-renewal of appointment of an
accounting firm, the Company shall notify the accounting firm 30 days in advance; when the
general meeting votes on termination of appointment of an accounting firm, the accounting firm
shall be allowed to make its representation.
An accounting firm proposing to resign shall state at a general meeting whether the Company
has committed any improper act.
MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION
AND LIQUIDATION
Merger, Division, Capital Increase and Capital Reduction
Merger of the Company may take the form of absorption or establishment of a new company.
In case of merger by absorption, a company absorbs any other company and the absorbed
company shall be dissolved. In case of merger by new establishment, two or more companies merge
into a new one and the parties to the merger shall be dissolved.
If the Company is involved in a merger, the parties to the merger shall enter into a merger
agreement, and shall prepare a balance sheet and a property list. The Company shall notify the
creditors within 10 days from the date of the resolution regarding the merger and make an
announcement in a newspaper at or above the municipal level or in the National Enterprise Credit
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-15 –


--- page 404 ---
Information Publicity System within 30 days from the date of such resolution. A creditor may within
30 days as of the receipt of the notice or, in case where he/she fails to receive such notice within
45 days of the date of the announcement, to demand the Company to repay its debts or provide
guarantees for such debts.
When the Company is merged, the claims and debts of each party to the merger shall be
succeeded to by the company surviving the merger or the new company established subsequent to
the merger.
Where there is a division of the Company, its assets shall be divided accordingly.
Where there is a division of the Company, a balance sheet and property list shall be prepared.
The Company shall notify the creditors within 10 days from the date of the division resolution, and
shall make an announcement in a newspaper at or above the municipal level or in the National
Enterprise Credit Information Publicity System within 30 days from the date of such resolution.
Unless a written agreement has been entered into, before the division, by the Company and
its creditors in relation to the repayment of debts, debts of the Company prior to the division shall
be jointly and severally assumed by the surviving companies after the division.
Where the Company needs to reduce its registered capital, it shall prepare a balance sheet and
property list.
The Company shall notify the creditors of the resolution to reduce the registered capital within
10 days from the date of the resolution and announce the resolution in a newspaper at or above the
municipal level or in the National Enterprise Credit Information Publicity System within 30 days
from the date of the resolution. A creditor may within 30 days as of the receipt of the notice or, in
case where he/she fails to receive such notice within 45 days of the date of the announcement, to
demand the Company to repay its debts or provide guarantees for such debts.
Where there is a merger or division of the Company, the Company shall, in accordance with
the laws, apply for change in its registration with the company registration authority for any
changes of its registered information caused thereby. Where the Company is dissolved, the
Company shall apply for cancellation of its registration in accordance with the laws. Where a new
company is established, the Company shall apply for registration of incorporation in accordance
with the laws.
Where there is an increase or reduction in the registered capital, the Company shall, in
accordance with the laws, apply for change in registration with the company registration authority.
Dissolution and Liquidation
The Company shall be dissolved upon the occurrence of any of the following events:
(i) expiry of the term of business provided in the Articles of Association or other cause of
dissolution as specified therein;
(ii) a resolution on dissolution is passed by general meeting;
(iii) dissolution is required due to the merger or division of the Company;
(iv) the business license of the Company is revoked or the Company is ordered to close down
in accordance with the laws;
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-16 –


--- page 405 ---
(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 is dissolved for the reasons set forth in the preceding paragraph, the Company
shall make public announcement for the reasons of dissolution through the National Enterprise
Credit Information Publicity System within ten days.
In the event that the circumstances described in (i) and (ii) above have occurred and no
property has been distributed to the Shareholders, the Company may be continued by amending the
Articles of Association or by resolution of the general meeting. Any amendment to the Articles of
Association or resolution at a general meeting pursuant to the preceding paragraph shall require the
approval of two-thirds or more of the Shareholders present and entitled to vote at the general
meeting.
Where the Company is dissolved pursuant to sub-paragraph (i), (ii), (iv) or (v) above, it shall
establish a liquidation committee within 15 days as of the dissolution circumstance arises, and the
liquidation shall be thereby started. The Directors shall be the obligors of the Company in
liquidation. The liquidation committee shall consist of the Directors, unless otherwise provided in
the Articles of Association or the shareholders’ meeting resolves to elect another person. A
liquidation obligor who fails to fulfill its liquidation obligations in a timely manner and causes
losses to the Company or creditors shall be liable for compensation.
From the date of establishment of the liquidation committee, the liquidation committee shall
notify the creditors within 10 days and make an announcement in a municipal or above newspaper
or the National Enterprise Credit Information Publicity System within 60 days. Creditors shall,
within 30 days as of the receipt of the notice or, in case where he/she fails to receive such notice,
within 45 days as of the date of the announcement, declare their claims to the liquidation committee.
Creditors shall provide explanations and evidence for their claims upon their declarations of
such claims. The liquidation committee shall record the creditors’ claims.
The liquidation committee shall not pay off any debts to any creditors during period of credit
declaration.
After checking the assets of the Company and preparing a balance sheet and property list, the
liquidation committee shall formulate a liquidation plan for the confirmation by general meeting or
the people’s court. The remaining properties of the Company, after the payment for liquidation
expenses, wages, social insurance premiums and statutory compensation of staffs, taxes and debts
of the Company, shall be distributed to the Shareholders in proportion to their shareholdings.
During the liquidation period, the Company shall continue to exist but shall not carry out any
business activities unrelated to liquidation. The assets of the Company shall not be distributed to
the Shareholders until the settlement of debts in accordance with the preceding article.
If the liquidation committee, after checking the assets of the Company and preparing a balance
sheet and property list, finds that the assets of the Company are insufficient to pay off its debts, it
shall immediately file an application to the people’s court for bankruptcy. After the Company is
declared bankrupt by the people’s court, the liquidation committee shall hand over the liquidation
matters to the people’s court.
Upon completion of liquidation of the Company, the liquidation committee shall prepare a
liquidation report and submit the report to the general meeting or the people’s court for
confirmation, and submit the report to the company registration authority to apply for de-
registration of the Company and announce the termination of the Company.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-17 –


--- page 406 ---
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 the amendment of the Company Law or relevant laws, administrative regulations,
departmental rules, regulatory documents or laws and regulations of the place where the
Company’s shares are listed and the Listing Rules, any terms contained in the Articles
of Association are inconsistent with the aforesaid amendment;
(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 amendments to the Articles of Association approved by resolution of the Shareholders’
meeting shall be subject to the approval of the competent authorities, the amendments shall be
submitted to the relevant authorities for approval. Where the amendments involve registration
matters of the Company, the involved change shall be registered in accordance with the laws.
The Board shall amend the Articles of Association in accordance with the resolution of the
general meetings on amendment to the Articles of Association and the examination and approval
opinions from relevant authorities.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-18 –


--- page 407 ---
FURTHER INFORMATION ABOUT OUR COMPANY
Establishment of our Company
Our Company was established as a limited liability company in the PRC on May 12, 2017 and
was converted into a joint stock limited company with limited liability on June 30, 2020 under the
laws of the PRC. As of the Latest Practicable Date, the registered share capital of our Company is
RMB399,600,000.
Our Company has established a place of business in Hong Kong at Room 1928, 19/F, Lee
Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong and has been registered as a non-Hong
Kong company in Hong Kong under Part 16 of the Companies Ordinance on December 18, 2024.
Ms. LEUNG Kwan Wai ( ૑ёᅆ), one of our joint company secretaries, has been appointed as the
authorized representative in Hong Kong and our agent 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 III. A
summary of certain relevant aspects of the laws and regulations of the PRC is set out in “Regulatory
Overview — Overview of Laws and Regulations in the PRC.”
Changes in Share Capital of Our Company
Save as disclosed in the section headed “History, Development and Corporate Structure —
Major Changes in Share Capital and Shareholdings,” 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:
Name of Subsidiary
Place of
Incorporation
Date of
Incorporation
MabwellVision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC April 28, 2024
Mabwell (Chongqing) Biopharma Co., Ltd.
(۾(ᅅ)ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC May 23, 2024
Mabwell Bioscience Industrial Co., Limited
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Hong Kong July 12, 2024
MABWELL SINGAPORE PTE. LTD. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Singapore July 7, 2025
Lianwei Chuangyuan (Shanghai) Biotechnology
Co., Ltd. (௴๕(ɪऎ)ʮ̡) /H1118/H1118/H1118/H1118
PRC November 20,
2025
Shanghai Lianwei Xiechuang Biopharmaceutical
Information Consulting Partnership Enterprise
(Limited Partnership) (ፔ༔
ΥྫΆุ(Υྫ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC November 11,
2025
Lianwei Chuanghe (Shanghai) Biotechnology
Co., Ltd. (௴Υ(ɪऎ)ʮ̡) /H1118/H1118/H1118/H1118
PRC March 13, 2026
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 1–


--- page 408 ---
The following alterations in the share capital of our subsidiaries have taken place within the
two years immediately preceding the date of this Prospectus:
Destiny Biotech LLC
On February 12, 2024, Destiny Biotech LLC, an indirectly wholly-owned subsidiary of our
Company during the two years immediately preceding the date of this Prospectus up to the date of
deregistration, was deregistered.
Langrun Mabwell
On June 28, 2024, the share capital of Langrun Mabwell was increased from RMB250,000,000
to RMB600,000,000.
Mabwell (Chongqing) Biopharma Co., Ltd.
On December 20, 2024, the share capital of Mabwell (Chongqing) Biopharma Co., Ltd. was
increased from RMB20,000,000 to RMB1,008,000,000.
On August 8, 2025, the share capital of Mabwell (Chongqing) Biopharma Co., Ltd. was
increased from RMB1,008,000,000 to RMB1,208,000,000.
T-mab Bio Pharma
On April 29, 2025, the share capital of T-mab Bio Pharma was increased from
RMB480,000,000 to RMB880,000,000.
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.
Resolutions of our Shareholders
At the extraordinary general meeting of our Company held on December 31, 2024, the
following resolutions, among other things, were duly passed:
(a) the issue by our Company of H Shares of nominal value of RMB1.00 each and such H
Shares be listed on the Hong Kong Stock Exchange;
(b) the number of H Shares to be issued shall not exceed 25% of the enlarged share capital
of our Company upon completion of the Global Offering;
(c) subject to the completion of the Global Offering, the conditional adoption of the Articles
of Association, which shall become effective on Listing Date; and
(d) authorization of the Board or its authorized individual to handle all matters relating to,
among other things, the Global Offering, the issue and listing of H Shares on the Hong
Kong Stock Exchange.
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 is
or may be material:
(a) the cornerstone investment agreement dated April 16, 2026 entered into among the
Company, Junshi Hong Kong Limited (ʮ̡), CITIC Securities (Hong
Kong) Limited, Haitong International Capital Limited, CLSA Limited, Haitong
International Securities Company Limited, CMB International Capital Limited and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 2–


--- page 409 ---
China Industrial Securities International Capital Limited, pursuant to which Junshi Hong
Kong Limited agreed to subscribe for H Shares at the Offer Price in the amount of Hong
Kong dollar equivalent of US$20 million;
(b) the cornerstone investment agreement dated April 16, 2026 entered into among the
Company, Sanjin International Co., Ltd., CITIC Securities (Hong Kong) Limited,
Haitong International Capital Limited, CLSA Limited, Haitong International Securities
Company Limited, CMB International Capital Limited and China Industrial Securities
International Capital Limited, pursuant to which Sanjin International Co., Ltd. agreed to
subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar equivalent
of US$15 million;
(c) the cornerstone investment agreement dated April 16, 2026 entered into among the
Company, Guohui (HK) Holdings Co., Limited ( ਷౉(ಥ)ʮ̡), CITIC
Securities (Hong Kong) Limited, Haitong International Capital Limited, CLSA Limited,
Haitong International Securities Company Limited, CMB International Capital Limited
and China Industrial Securities International Capital Limited, pursuant to which Guohui
(HK) Holdings Co., Limited agreed to subscribe for H Shares at the Offer Price in the
amount of Hong Kong dollar equivalent of US$7 million;
(d) the cornerstone investment agreement dated April 16, 2026 entered into among the
Company, Charm Harvest International Limited, CITIC Securities (Hong Kong)
Limited, Haitong International Capital Limited, CLSA Limited, Haitong International
Securities Company Limited, CMB International Capital Limited and China Industrial
Securities International Capital Limited, pursuant to which Charm Harvest International
Limited agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong
dollar equivalent of US$7 million;
(e) the cornerstone investment agreement dated April 16, 2026 entered into among the
Company, WuXi Biologics HealthCare V enture, CITIC Securities (Hong Kong) Limited,
Haitong International Capital Limited, CLSA Limited, Haitong International Securities
Company Limited, CMB International Capital Limited and China Industrial Securities
International Capital Limited, pursuant to which WuXi Biologics HealthCare V enture
agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong dollar
equivalent of US$3 million;
(f) the cornerstone investment agreement dated April 16, 2026 entered into among the
Company, Splendid Zhonghe (Tianjin) Investment Management Co., Ltd. ( ᎀᔐʕձ(˂
ݵ)ʮ̡), CITIC Securities (Hong Kong) Limited, Haitong International
Capital Limited, CLSA Limited, Haitong International Securities Company Limited,
CMB International Capital Limited and China Industrial Securities International Capital
Limited, pursuant to which Splendid Zhonghe (Tianjin) Investment Management Co.,
Ltd. agreed to subscribe for H Shares at the Offer Price in the amount of Hong Kong
dollar equivalent of US$1 million; and
(g) the Hong Kong Underwriting Agreement.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 3–


--- page 410 ---
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 Expiry date
Place of
Registration
1. /H1118/H1118
 65683372 Company April 28, 2024 April 27, 2034 PRC
2. /H1118/H1118
 58627039 Company June 14, 2023 June 13, 2033 PRC
3. /H1118/H1118
 58617964 Company June 14, 2023 June 13, 2033 PRC
4. /H1118/H1118
 58438858A Company September 28,
2022
September 27,
2032
PRC
5. /H1118/H1118
 58317010 Company September 14,
2023
September 13,
2033
PRC
6. /H1118/H1118
 58315438 Company May 14, 2023 May 13, 2033 PRC
7. /H1118/H1118/H1118
 55973060A Company March 7, 2022 March 6, 2032 PRC
8. /H1118/H1118
 50044391 Company May 28, 2021 May 27, 2031 PRC
9. /H1118/H1118
 48701688 Company March 28,
2021
March 27,
2031
PRC
10. /H1118/H1118
 47910565A Company March 21,
2021
March 20,
2031
PRC
11. /H1118/H1118
 47514746A Company March 21,
2021
March 20,
2031
PRC
12. /H1118/H1118
 47015298 Company March 7, 2021 March 6, 2031 PRC
13. /H1118/H1118
 36287023A Company October 7,
2019
October 6,
2029
PRC
14. /H1118/H1118
 32770883 Company July 21, 2019 July 20, 2029 PRC
15. /H1118/H1118
 32762923 Company July 21, 2019 July 20, 2029 PRC
16. /H1118/H1118
 32762932 Company September 7,
2019
September 6,
2029
PRC
17. /H1118/H1118
 32764242 Company April 28, 2019 April 27, 2029 PRC
18. /H1118/H1118
 32762928 Company August 21,
2019
August 20,
2029
PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 4–


--- page 411 ---
No. Trademark
Registration
Number Owner
Date of
Registration Expiry date
Place of
Registration
19. /H1118/H1118
 32762406 Company September 7,
2019
September 6,
2029
PRC
20. /H1118/H1118
 32766482 Company September 7,
2019
September 6,
2029
PRC
21. /H1118/H1118
 32769037 Company April 28, 2019 April 27, 2029 PRC
22. /H1118/H1118
 32755377 Company April 21, 2019 April 20, 2029 PRC
23. /H1118/H1118
 32754450 Company April 21, 2019 April 20, 2029 PRC
24. /H1118/H1118
 32777355 Company April 21, 2019 April 20, 2029 PRC
25. /H1118/H1118
 32764256 Company September 7,
2019
September 6,
2029
PRC
26. /H1118/H1118
 32766535A Company January 28,
2020
January 27,
2030
PRC
27. /H1118/H1118
 32634028 Company May 28, 2020 May 27, 2030 PRC
28. /H1118/H1118
 32630739 Company June 14, 2019 June 13, 2029 PRC
29. /H1118/H1118
 32622730 Company June 14, 2019 June 13, 2029 PRC
30. /H1118/H1118
 68773605 Mabwell Health
Pharmaceutical
August 28,
2023
August 27,
2033
PRC
31. /H1118/H1118
 68776465 Mabwell Health
Pharmaceutical
June 14, 2023 June 13, 2033 PRC
32. /H1118/H1118
 68771208 Mabwell Health
Pharmaceutical
August 28,
2023
August 27,
2033
PRC
33. /H1118/H1118
 68775728 Mabwell Health
Pharmaceutical
August 21,
2023
August 20,
2033
PRC
34. /H1118/H1118
 68769285 Mabwell Health
Pharmaceutical
June 14, 2023 June 13, 2033 PRC
35. /H1118/H1118
 68780856 Mabwell Health
Pharmaceutical
June 14, 2023 June 13, 2033 PRC
36. /H1118/H1118
 68775774 Mabwell Health
Pharmaceutical
September 7,
2023
September 6,
2033
PRC
37. /H1118/H1118
 68764305 Mabwell Health
Pharmaceutical
June 14, 2023 June 13, 2033 PRC
38. /H1118/H1118
 67679590 T-mab Bio Pharma April 14, 2023 April 13, 2033 PRC
39. /H1118/H1118
 14067918 T-mab Bio Pharma September 7,
2015
September 6,
2035
PRC
40. /H1118/H1118
 14067796 T-mab Bio Pharma April 21, 2015 April 20, 2035 PRC
41. /H1118/H1118
 14067919 T-mab Bio Pharma April 21, 2015 April 20, 2035 PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 5–


--- page 412 ---
No. Trademark
Registration
Number Owner
Date of
Registration Expiry date
Place of
Registration
42. /H1118/H1118
 13942442 T-mab Bio Pharma April 21, 2015 April 20, 2035 PRC
43. /H1118/H1118
 79428625 Company February 21,
2025
February 20,
2035
PRC
44. /H1118/H1118
 80113845 Company January 28,
2025
January 27,
2035
PRC
45. /H1118/H1118
 80812690 Company May 14, 2025 May 13, 2035 PRC
46. /H1118/H1118
 82906398 Company June 27, 2025 June 26, 2035 PRC
47. /H1118/H1118
 306567742 Company May 30, 2024 May 29, 2034 Hong Kong
48. /H1118/H1118(A)
(B)
306567751 Company May 30, 2024 May 29, 2034 Hong Kong
49. /H1118/H1118(A)
(B)
306595291 Company June 27, 2024 June 26, 2034 Hong Kong
50. /H1118/H1118
 1648515 Company October 23,
2022
December 10,
2031
Algeria
51. /H1118/H1118
 1670963 Company December 4,
2022
December 10,
2031
Algeria
52. /H1118/H1118
 1648515 Company January 31,
2023
December 10,
2031
Brazil
53. /H1118/H1118
 1670963 Company March 28,
2023
December 10,
2031
Brazil
54. /H1118/H1118
 1648515 Company December 9,
2022
December 10,
2031
Colombia
55. /H1118/H1118
 1670963 Company April 18, 2023 December 10,
2031
Colombia
56. /H1118/H1118
 1670963 Company July 7, 2023 December 10,
2031
Egypt
57. /H1118/H1118
 505413 Company June 3, 2024 April 27, 2033 Egypt
58. /H1118/H1118
 511468 Company August 14,
2024
July 4, 2033 Egypt
59. /H1118/H1118
 511469 Company August 14,
2024
July 4, 2033 Egypt
60. /H1118/H1118
 511470 Company August 14,
2024
July 4, 2033 Egypt
61. /H1118/H1118
 511471 Company August 14,
2024
July 4, 2033 Egypt
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 6–


--- page 413 ---
No. Trademark
Registration
Number Owner
Date of
Registration Expiry date
Place of
Registration
62. /H1118/H1118
 1648515 Company July 27, 2022 December 10,
2031
European Union
63. /H1118/H1118
 1670963 Company November 29,
2022
December 10,
2031
European Union
64. /H1118/H1118
 1670963 Company September 14,
2023
December 10,
2031
India
65. /H1118/H1118
 1648515 Company January 18,
2021
December 10,
2031
Indonesia
66. /H1118/H1118
 1670963 Company November 13,
2023
December 10,
2031
Indonesia
67. /H1118/H1118
 1648515 Company December 1,
2022
December 10,
2031
Japan
68. /H1118/H1118
 1670963 Company April 27, 2023 December 10,
2031
Japan
69. /H1118/H1118
 1648515 Company October 12,
2022
December 10,
2031
Mexico
70. /H1118/H1118
 1670963 Company July 13, 2023 December 10,
2031
Mexico
71. /H1118/H1118
 1648515 Company February 29,
2024
December 10,
2031
Morocco
72. /H1118/H1118
 1670963 Company February 29,
2024
December 10,
2031
Morocco
73. /H1118/H1118
 1648515 Company September 3,
2023
December 10,
2031
Pakistan
74. /H1118/H1118
 1670963 Company December 8,
2023
December 10,
2031
Pakistan
75. /H1118/H1118
 1648515 Company September 3,
2023
December 10,
2031
Philippines
76. /H1118/H1118
 1670963 Company January 5,
2023
December 10,
2031
Philippines
77. /H1118/H1118
 1648515 Company June 21, 2022 December 10,
2031
Russia
78. /H1118/H1118
 1670963 Company June 26, 2023 December 10,
2031
Russia
79. /H1118/H1118
 1648515 Company April 14, 2023 December 10,
2031
Singapore
80. /H1118/H1118
 1670963 Company June 1, 2023 December 10,
2031
Singapore
81. /H1118/H1118
 1648515 Company July 22, 2023 December 10,
2031
Turkey
82. /H1118/H1118
 1670963 Company December 12,
2024
December 10,
2031
Turkey
83. /H1118/H1118
 1648515 Company February 21,
2023
December 10,
2031
Ukraine
84. /H1118/H1118
 1670963 Company May 2, 2023 December 10,
2031
Ukraine
85. /H1118/H1118
 UK00004058021 Company August 23,
2024
May 30, 2034 United Kingdom
86. /H1118/H1118
 UK00004058010 Company August 23,
2024
May 30, 2034 United Kingdom
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 7–


--- page 414 ---
As of the Latest Practicable Date, we had applied for the registration of the following
trademarks which we consider to be or may be material to our business:
No. Trademark Applicant
Place of
Registration
Application
number Application date
1. /H1118/H1118
 Company India 1648515 December 10, 2021
2. /H1118/H1118
 Company Thailand 1648515 December 10, 2021
3. /H1118/H1118
 Company Thailand 1670963 December 10, 2021
4. /H1118/H1118
 Company U.S. 1648515 December 10, 2021
5. /H1118/H1118
 Company U.S. 1670963 December 10, 2021
Patents
For material patents and patent applications of our Group as of the Latest Practicable Date,
see the paragraph headed “Business — Intellectual Property” for more details.
Copyrights
As of the Latest Practicable Date, we have registered the following copyrights which we
consider to be or may be material to our business:
No. Copyright Owner Registration Number Registration Date
Place of
Registration
1. /H1118/H1118MW Company ਷Ъ೮ο-2021-F-00010372 January 15, 2021 PRC
2. /H1118/H1118तɢ logo Company ਷Ъ೮ο-2019-F-00763975 April 11, 2019 PRC
3. /H1118/H1118ۨڀM Company ਷Ъ೮ο-2021-F-00010370 January 15, 2021 PRC
4. /H1118/H1118༐ logo Company ਷Ъ೮ο-2019-F-00763971 April 11, 2019 PRC
5. /H1118/H1118ًM-1 Company ਷Ъ೮ο-2021-F-00010371 January 15, 2021 PRC
6. /H1118/H1118ًM-2 Company ਷Ъ೮ο-2021-F-00010369 January 15, 2021 PRC
7. /H1118/H1118ًMW Company ਷Ъ೮ο-2021-F-00010367 January 15, 2021 PRC
8. /H1118/H1118۾logo Company ਷Ъ೮ο-2019-F-00763973 April 11, 2019 PRC
9. /H1118/H1118۾logo2020 Company ਷Ъ೮ο-2020-F-0 1111305 September 3, 2020 PRC
10. /H1118/H1118۾logo2020-2 Company ਷Ъ೮ο-2020-F-01176013 November 24, 2020 PRC
11. /H1118/H1118۾logo2020-3 Company ਷Ъ೮ο-2021-F-00010368 January 15, 2021 PRC
12. /H1118/H1118ፕЎอ logo Company ਷Ъ೮ο-2019-F-00763974 April 11, 2019 PRC
13. /H1118/H1118يlogo Company ਷Ъ೮ο-2019-F-00763972 April 11, 2019 PRC
14. /H1118/H1118يlogo Company ਷Ъ೮ο-2019-F-00863286 August 14, 2019 PRC
15 /H1118/H1118/H1118ଡ଼ҤɛPVRIG Ҥ
᜗౽ঐʷ͛ପછՓӻ
୕ V1.0
Nanjing
NovoAcine
2025SR1160456 July 3, 2025 PRC
16 /H1118/H1118೯ධͦ၍ଣӻ୕
V1.0
Company 2025SR2043148 October 22, 2025 PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 8–


--- page 415 ---
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 Registration Date Expiry Date
1 /H1118/H1118/H1118mabwell.cn Company June 21, 2017 June 21, 2027
2 /H1118/H1118/H1118mabwell.com Company June 15, 2017 June 15, 2027
3 /H1118/H1118/H1118puremab.com PUREmab April 10, 2017 April 10, 2029
4 /H1118/H1118/H1118t-mab.com T-mab Bio Pharma May 12, 2008 May 12, 2028
5 /H1118/H1118/H1118myvisionpharma.com Company May 22, 2024 May 22, 2027
6 /H1118/H1118/H1118mabvision.com Company May 22, 2024 May 22, 2027
7 /H1118/H1118/H1118bjkohnoor.com Beijing Kohnoor November 14, 2008 November 14, 2028
8 /H1118/H1118/H1118novoacine.com Nanjing NovoAcine May 5, 2016 May 5, 2027
9. /H1118/H1118/H1118eyevive.com.cn Company February 7, 2025 February 7, 2030
10. /H1118/H1118mabwell.cc Company April 2, 2025 April 2, 2035
11. /H1118/H1118mabwell.group Company April 2, 2025 April 2, 2035
Save as the above, as of the Latest Practicable Date, there were no other intellectual property
rights which were material to our business.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 9–


--- page 416 ---
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” and below, immediately
following the completion of the Global Offering, 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:
Name
Capacity/Nature
of interest
Description of
Shares
Number
of Shares (1)
Approximate
percentage of
shareholding in the
relevant class of
Shares immediately
after completion of
the Global
Offering (2)
Approximate
percentage of
shareholding in the
total Share capital
immediately after
completion of the
Global Offering (2)
Mr. Tang (3) /H1118/H1118/H1118Interest in controlled
corporation
A Shares 169,360,000 42.38% 37.91%
H Shares (4) 1,879,000 3.99% 0.42%
Dr. Liu /H1118/H1118/H1118/H1118/H1118Beneficial owner A Shares 15,100,000 3.78% 3.38%
Notes:
1. All interests stated are long positions in the Shares.
2. The calculation is based on the total number of 399,600,000 A Shares and 47,130,200 H Shares in issue immediately
after completion of the Global Offering.
3. See “Relationship with Our Controlling Shareholders — Our Controlling Shareholders” for more details.
4. Represents 1,879,000 H Shares subscribed by Charm Harvest International Limited through its investment as a
cornerstone investor (assuming an Offer Price of HK$29.18 per H Share, being the mid-point of the Offer Price range
stated in this Prospectus, and rounded down to the nearest whole board lot of 200 H Shares). Charm Harvest
International Limited is wholly owned by Mr. Tang. See “Cornerstone Investors” for more details.
Interests of the substantial shareholders in the Shares
Save as disclosed in “Substantial Shareholders,” immediately following the completion of the
Global Offering, 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.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 417 ---
Interests of the substantial shareholders in other members of our Group
So far as the Directors are aware, there is no person (other than our Company, and any
subsidiaries of our Group) who is entitled to exercise, or control the exercise of, 10% or more of
voting power at the general meetings of other members of our Group.
Particulars of Directors’ Service Contracts
Each of the Directors has entered into a service contract or a letter of appointment with our
Company. The principal particulars of these service contracts and letters of appointment include (a)
the term of service, (b) subject to termination in accordance with their respective term, and (c) a
dispute resolution provision. The service contracts and letters of appointment may be renewed in
accordance with our Articles of Association and the applicable laws, rules and regulations from time
to time.
Save as disclosed above, 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.
Directors’ Competing Interests
Save as disclosed in this Prospectus, none of our Directors is interested in any business apart
from our Group’s business which competes or is likely to compete, directly or indirectly, with the
business of our Group.
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,
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;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 1 1–


--- page 418 ---
(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;
(e) save in connection with the Underwriting Agreements, none of the persons listed in “—
Qualifications of Experts” in this Appendix has any shareholding in any member of our
Group 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; and
(f) none of our Directors has entered or has proposed to enter into any service agreements
with our Company or any member of our Group (other than contracts expiring or
determinable by the employer within one year without payment of compensation other
than statutory compensation).
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 on June 19, 2020 (as amended on December 31, 2024 by the
Shareholders’ resolutions of the Company), as amended from time to time. The Pre-IPO Equity
Incentive Plan is not subject to Chapter 17 of the Listing Rules as it does not involve any further
grant of awards by the Company after the Listing.
Purpose
The main purpose of the Pre-IPO Equity Incentive Plan is to improve the incentive mechanism
of the Group, further enhance the work enthusiasm and creativity of the participants thereto (the
“Eligible Participants ”), promote the continued growth of the performance of the Group, and bring
economic benefits to the Eligible Participants while enhancing the value of the Group, so as to
realize the common development of the Eligible Participants and the Group.
Eligible Participants
The Eligible Participants include the Directors, supervisors, senior management, heads of the
Company’s main departments and of other members of the Group, core personnel, and other
employees that the Board recognizes as having made contributions to the Company.
Administration
The Board shall act as the scheme administrator of the Pre-IPO Equity Incentive Plan, and
shall be responsible for, among others:
 setting and adjusting the conditions for granting awards;
 determining the identities of the grantees and the corresponding amount of awards to be
granted;
 interpreting and amending the Pre-IPO Equity Incentive Plan; and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 419 ---
 other matters that the Board shall be responsible for under the Pre-IPO Equity Incentive
Plan.
The sole general partner of the Zhenzhu Investment and Zhongjun Jianlong is Mr. Tang. The
voting rights attached to the Shares in the Company held by the Employee Incentive Platforms
underlying the awards reside with the sole general partner of the Employee Incentive Platforms. The
general partner of the Employee Incentive Platforms shall be responsible for:
 arranging execution of the grant agreements, the partnership agreements of the
Employee Incentive Platforms and other relevant documents;
 maintaining a grantee list for internal record;
 determining the transferees, methods and prices for the transfer of or withdrawal from
holding the partnership interests of the Employee Incentive Platforms held by the
grantees in accordance with the laws and regulations and the Pre-IPO Equity Incentive
Plan; and
 managing, controlling, operating, and decision-making of the Employee Incentive
Platforms.
Form of Awards under the Pre-IPO Equity Incentive Plan
The grantees shall subscribe for partnership interests of the Employee Incentive Platforms as
partners according to the amount of awards granted under the Pre-IPO Equity Incentive Plan as
approved by the Board, and make the corresponding capital contributions in accordance with the
arrangements of the Board, thereby holding indirect interests in the Shares.
Total Number of the Shares underlying the Awards
Zhongjun Jianlong and Zhenzhu Investment, our Employee Incentive Platforms, hold an
aggregate of 26,800,000 Shares. Grantees (excluding Mr. Tang acting in the capacity of a general
partner of each of the respective Employee Incentive Platforms for this purpose) are indirectly
interested in a total of 25,891,100 Shares, representing approximately 6.479% of the share capital
of our Company as of the Latest Practicable Date, through holding partnership interests in our
Employee Incentive Platforms.
As of the Latest Practicable Date, all awards, corresponding to a total of 25,891,100 Shares
1,
have been granted and vested under the Pre-IPO Equity Incentive Plan, and no further awards will
be granted thereunder after the Listing.
Term
The Pre-IPO Equity Incentive Plan shall take effect from the date of being approved at the
Shareholders’ general meeting. The Board is authorized to review and approve the implementation,
amendment and termination of the Pre-IPO Equity Incentive Plan.
1 As of the Latest Practicable Date, in addition to the 2.12% and 7.12% partnership interests held by Mr. Tang acting
in the capacity of a general partner of each of Zhongjun Jianlong and Zhenzhu Investment, respectively (representing
an aggregate of 908,900 underlying Shares), a further (a) 2.21% partnership interests in Zhenzhu Investment
(representing approximately 150,000 underlying Shares) and (b) 1.23% partnership interests in Zhenzhu Investment
(representing approximately 83,800 underlying Shares) were held by Mr. Tang for the benefit of two grantees, namely
Mr. Y u GU (whose nationality is Australian) and Mr. Dongqing ZHAO (who is a Chinese with Hong Kong residence),
respectively, due to (i) certain local restrictions on the AIC registration for persons with residence outside of Chinese
Mainland prior to our A Share listing, and (ii) the lock-up restriction on the interests held by Mr. Tang as a Controlling
Shareholder of the Company under the relevant PRC laws and regulations since our A Share listing.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 420 ---
Grant of Awards
The Board shall determine the grantees and the allocation of awards. The Company and the
grantee will execute the grant agreement, and the general partner or designated limited partner of
the Employee Incentive Platforms will execute a share transfer agreement with the grantee. The
general partner of the Employee Incentive Platforms is responsible for the relevant industrial and
commercial change registration procedures.
Grantees must subscribe for the partnership interests of our Employee Incentive Platforms in
cash, and should ensure that their source of funds is genuine and lawful. All contribution payments
shall be made fully and timely.
Transfer Restrictions
Except as otherwise stipulated in the Pre-IPO Equity Incentive Plan, the grantees shall not
directly or indirectly dispose the partnership interests held in our Employee Incentive Platforms,
including but not limited to, transferring such partnership interests to any third party, using such
partnership interests as collateral, using such partnership interests to repay debts, or to establish any
other rights over the partnership interests.
In addition, save as otherwise allowed in the Pre-IPO Equity Incentive Plan and with the
consent of the general partner of the Employee Incentive Platforms, the grantees shall not reduce
or transfer any of the partnership interests held in our Employee Incentive Platforms, or directly or
indirectly dispose any of the partnership interests held in our Employee Incentive Platforms, until
his awards are released. The grantees shall have the right to any dividend distribution of our
Company corresponding to their partnership interest in the Employee Incentive Platforms in
accordance with the provisions of the Employee Incentive Platforms. The Board shall determine
performance targets set for each grantee (the “ Performance Targets ”) in consultation with the
employees of the Company and submit for approval by the Shareholders at a general meeting. The
awards granted under the Pre-IPO Equity Incentive Plan shall be released as follows upon the
Company’s assessment of each grantee’s satisfaction in the preceding financial year of the
Performance Targets set to them:
 20% of the total number of awards granted to a grantee on March 31, 2022;
 20% of the total number of awards granted to a grantee by March 31, 2023; and
 60% of the total number of awards granted to a grantee by March 31, 2024.
Once the awards have been released, the grantee may transfer or dispose of their partnership
interests in the Employee Incentive Platforms. However, the grantee may only transfer their
partnership interests to the general partner of the Employee Incentive Platforms. Furthermore,
unless they have the consent of the general partner of the Employee Incentive Platforms or there
is change in the status of the Company or the grantee, the grantee may only transfer their
partnership interests that have been released and only at a consideration negotiated and agreed with
the general partner of the Employee Incentive Platforms.
Clawback Mechanism
If the Performance Targets are not satisfied during any assessment period or if the grantee
leaves the employ of the Company prior to the release of all of their awards, the partnership
interests in our Employee Incentive Platforms underlying the unreleased awards shall be
repurchased by the general partner of the Employee Incentive Platforms, at the price that the grantee
paid for subscription of such partnership interests.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-14 –


--- page 421 ---
Details of the Grantees
As of the Latest Practicable Date, the awards corresponding to a total of 25,891,100 Shares
(excluding an aggregate of 908,900 Shares corresponding to the partnership interests held by Mr.
Tang in his capacity as the sole general partner of each of Zhongjun Jianlong and Zhenzhu
Investment), representing approximately 6.479% of our total issued Shares, have been granted to a
total of 94 Eligible Participants under the Pre-IPO Equity Incentive Plan. As of the Latest
Practicable Date, save as disclosed in the table below, all partnership interests in the Employee
Incentive Platforms have been subscribed by and fully paid up by the grantees. Save as disclosed
in the table below, as of the date of this Prospectus, the relevant registrations had been completed.
The details of the partnership structure of the Employee Incentive Platforms are set out below:
Name
Position in
the Company
Relevant Employee
Incentive Platform
Approximate
partnership
interests in the
relevant Employee
Incentive Platform
as of the date of
this Prospectus
Approximate
number of Shares
corresponding to
awards granted to
the grantees (1)
Approximate
shareholding
percentage
corresponding to
awards in the total
number of Shares
immediately prior
to the Global
Offering
General Partner
Mr. Tang /H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Director Zhongjun Jianlong 2.12% 424,600 0.11%
Zhenzhu Investment 7.12% (2) 484,300 (2) 0.12%
Grantees
Directors
Dr. Liu /H1118/H1118/H1118/H1118/H1118/H1118/H1118Chairman of the Board,
executive Director and
general manager
Zhongjun Jianlong 31.80% 6,360,000 1.59%
Mr. HU Huiguo
(ึ਷) /H1118/H1118/H1118/H1118/H1118
Executive Director,
deputy general
manager and secretary
of the Board
Zhongjun Jianlong 10.00% 2,000,000 0.50%
Dr. GUI Xun
(௸) /H1118/H1118/H1118/H1118/H1118/H1118
Executive Director and
deputy general
manager
Zhenzhu Investment 7.35% 500,000 0.13%
Subtotal of
Directors /H1118/H1118/H1118/H1118/H1118
Zhongjun Jianlong 43.92% 8,784,600 2.20%
Zhenzhu Investment 17.91% 1,218,100 0.31%
Senior Management (other than Directors)
Dr. W ANG Shuhai
(ˮዓऎ) /H1118/H1118/H1118/H1118/H1118
Deputy general manager Zhenzhu Investment 29.41% 2,000,000 0.50%
Mr. LI Han ( ҽᖍ) /H1118Deputy general manager Zhongjun Jianlong 1.50% 300,000 0.08%
Mr. NI Hua (ശ) /H1118Deputy general manager Zhenzhu Investment 5.88% 400,000 0.10%
Ms. CHEN Xi ( ௓ᘙ) Deputy general manager Zhongjun Jianlong 1.50% 300,000 0.08%
Subtotal of Senior
Management
(other than
Directors) /H1118/H1118/H1118/H1118/H1118
Zhongjun Jianlong 3.00% 600,000 0.16%
Zhenzhu Investment 35.29% 2,400,000 0.60%
Other Grantees
87 employees /H1118/H1118/H1118/H1118 Zhongjun Jianlong 53.08% 10,615,400 2.67%
Zhenzhu Investment 50.23%
(2) 3,415,700 (2) 0.86%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 100.00% 26,800,000 6.71%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-15 –


--- page 422 ---
Notes:
(1) For illustrating the indirect interests of grantees in the Shares, the number of Shares are presented and calculated by
multiplying their respective percentage of partnership interests in the Employee Incentive Platform by the total
number of Shares held by that Employee Incentive Platform.
(2) In addition to the 7.12% partnership interests in Zhenzhu Investment held by Mr. Tang acting in the capacity of
general partner, he also holds approximately 3.44% on behalf of two grantees, namely Mr. Y u GU and Mr. Dongqing
ZHAO. For further details on the interests held on behalf of the two individuals, see “— Total Number of the Shares
underlying the Awards” above.
As no further awards will be granted after the date of this Prospectus and the 26,800,000
Shares have been issued to the Employee Incentive Platforms as of the date of this Prospectus, the
Pre-IPO Equity Incentive Plan will not cause any dilution of the shareholding of our Shareholders
after the Listing.
MABWELL U.S. EQUITY INCENTIVE PLAN
The following is a summary of the principal terms of the Mabwell U.S. Equity Incentive Plan,
which was adopted by Mabwell U.S. (a wholly-owned subsidiary of our Company), on September
25, 2023, as amended from time to time. The Mabwell U.S. Equity Incentive Plan is not subject to
Chapter 17 of the Listing Rules as Mabwell U.S. is not a principal subsidiary (as defined under
Chapter 17 of the Listing Rules) of the Company.
Purpose
The purpose of the Mabwell U.S. Equity Incentive Plan is to help the Group secure and retain
the services of eligible award recipients (the “ Eligible Mabwell U.S. Plan Participants ”), provide
incentives for such persons to exert maximum efforts for the success of the Group, and provide a
means by which such persons may benefit from increases in the value of shares of Mabwell U.S.’s
common stock (“ Mabwell U.S. Shares ”).
Eligible Mabwell U.S. Plan Participants
The Eligible Mabwell U.S. Plan Participants include the directors, consultants, and employees
of Mabwell U.S. or any other member of the Group, with the following restrictions:
 Awards may only be granted to directors, consultants, and employees that provide
services only to the Company if such grant would not contravene Section 409A of the
Internal Revenue Code of 1986 of the United States;
 An award of an option may only be granted to a person who owns Mabwell U.S. Shares
possessing more than 10% of the total voting power of any member of the Group if the
exercise price of the option is 110% of the fair market value of the Mabwell U.S. Shares
on the date of grant and the option expires after five years from the date of grant; and
 An award may not be granted to a consultant if at the time of grant the offer or sale of
Mabwell U.S. Shares to such consultant is not exempt under Rule 701 of the U.S.
Securities Act.
Administration
The board of Mabwell U.S. (the “ Mabwell U.S. Board ”) shall act as the administrator of the
Mabwell U.S. Equity Incentive Plan, and shall be responsible for, among others,
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-16 –


--- page 423 ---
 determining the identities of the grantees, when and how the awards will be granted, the
type of award to be granted, the provisions of each award granted, the number of
Mabwell U.S. Shares subject to or cash value of an award, and the fair market value
applicable to an award;
 construing and interpreting, and establishing, amending, and revoking rules and
regulation for the administration of, the Mabwell U.S. Equity Incentive Plan and the
awards granted under it;
 accelerating, in whole or in part, the time at which an award may be exercised or vest;
 suspending, terminating, and amending the Mabwell U.S. Equity Incentive Plan; and
 generally exercising powers and performing acts the Mabwell U.S. Board deems
necessary or expedient to promote the best interests of Mabwell U.S. Equity Incentive
Plan.
Form of Awards under the Mabwell U.S. Equity Incentive Plan
The Mabwell U.S. Equity Incentive Plan provides for the grant of several types of awards,
including options, stock appreciation rights, and restricted shares.
If a grantee is granted an option, the option must generally expire if not exercised by a term
determined on the grant date no longer than ten years from the grant date and the exercise price must
generally not be less than 100% of the fair market value of the Mabwell U.S. Shares on the date
of the grant.
If a grantee is granted a stock appreciation right, the appreciation distribution on the exercise
may not be greater than the excess of (A) the aggregate fair market value on the date of exercise
of the equivalent number of Mabwell U.S. Shares vested under the stock appreciation right divided
by (B) the aggregate strike price of the equivalent number of such Mabwell U.S. Shares.
If a grantee is granted restricted shares, they may be granted in consideration for cash, past
services provided to the Group, or any other form of legal consideration acceptable to the Mabwell
U.S. Board. The Mabwell U.S. Board may determine a vesting schedule for the vesting of restricted
shares granted. The restricted stock award agreement may also provide that dividends paid on
restricted shares are subject to the same vesting restrictions.
Total Number of the Mabwell U.S. Shares underlying the Awards
The aggregate number of Mabwell U.S. Shares that may be issued under the Mabwell U.S.
Equity Incentive Plan shall not exceed 5,000,000 (the “ Mabwell U.S. Plan Limit ”), representing
approximately 40% of the 12,500,000 total issued Mabwell U.S. Shares as at the Latest Practicable
Date. If any award or portion of an award expires or is terminated prior to issuing corresponding
shares under the award or is settled in cash, the number of Mabwell U.S. Shares available under the
Mabwell U.S. Plan Limit shall not decrease. If any Mabwell U.S. Shares issued under an award are
forfeited or repurchased by Mabwell U.S. because of a failure to meet a contingency or condition
required for vesting, such Mabwell U.S. Shares will no longer be counted as issuable under the
Mabwell U.S. Plan Limit.
The source of the Mabwell U.S. Shares issuable under the Mabwell U.S. Equity Incentive Plan
will be the shares of authorized but unissued or reacquired stock of Mabwell U.S., including
Mabwell U.S. Shares repurchased by Mabwell U.S. on the open market or otherwise (if any). As of
the Latest Practicable Date, options corresponding to a total of 3,600,000 Mabwell U.S. Shares have
been granted under the Mabwell U.S. Equity Incentive Plan.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-17 –


--- page 424 ---
Term
The Mabwell U.S. Board may suspend or terminate the Mabwell U.S. Equity Incentive Plan
at any time; unless the Mabwell U.S. Board does so, the Mabwell U.S. Equity Incentive Plan will
terminate automatically on the tenth anniversary of the earlier of (i) the date the Mabwell U.S.
Board adopted the Mabwell U.S. Equity Incentive Plan and (ii) the date the shareholders of Mabwell
U.S. approve of the Mabwell U.S. Equity Incentive Plan.
Grant of Awards
The Mabwell U.S. Board shall determine the identities of the grantees and the type and terms
on which the awards are granted. The Mabwell U.S. Board may enter into an agreement with each
grantee governing the terms and conditions of the grant. Each agreement will be subject to the terms
and conditions of the Mabwell U.S. Equity Incentive Plan.
Transfer Restrictions
The Mabwell U.S. Board may impose any limitations on the transferability of options and
stock appreciation rights as it determines fit. In the absence of any determination to the contrary,
options and stock appreciation rights cannot be transferred except by testamentary disposition, laws
of descent and distribution, or with the permission of the Mabwell U.S. Board. The right of a
grantee to acquire restricted shares will only be transferable on the terms and conditions contained
in the restricted stock award agreement.
Clawback Mechanism
If a grantee fails to satisfy a vesting condition specified in a restricted stock award agreement
or terminates their service prior to completion of vesting, the Mabwell U.S. Shares granted but
unvested under such agreement may be subject to forfeiture to Mabwell U.S.
Details of the Grantees
As of the Latest Practicable Date, (i) options corresponding to a total of 3,600,000 Mabwell
U.S. Shares, representing approximately 28.80% of the total issued Mabwell U.S. Shares, have been
granted to a total of 9 Eligible Mabwell U.S. Plan Participants under the Mabwell U.S. Equity
Incentive Plan; (ii) 3,563,750 Mabwell U.S. Shares have become exercisable under options granted
through the Eligible Mabwell U.S. Plan Participants; and (iii) no options have been exercised. The
details of the outstanding options granted as of the Latest Practicable Date are set out below:
Name
Position at
Mabwell U.S. Address
Number of
Mabwell U.S.
Shares subject
to options
granted (Note 1) Grant Date
Vesting Start
Date
Vesting
Period
Exercise
Period
Exercise
Price (per
Mabwell
U.S. Share)
Approximate
percentage of the
issued share
capital of Mabwell
U.S. as of the
Latest Practicable
Date
corresponding to
the number of
Mabwell U.S.
Shares subject to
options granted
DU Xin (ؚ)H1118/H1118/H1118chief executive
officer
8254 Caminito
Sonoma, La
Jolla, CA 92037
3,000,000 2023/9/25 2023/9/25 (Note 2) 10 years from
the date of
grant
US$1.52 24.00%
CHEN Buxin
(௓̺อ) /H1118/H1118/H1118/H1118/H1118
associate director 671 Merit Drive,
San Marcos, CA
92078
95,000 2023/9/25 2023/9/25 (Note 2) 10 years from
the date of
grant
US$1.52 0.76%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-18 –


--- page 425 ---
Name
Position at
Mabwell U.S. Address
Number of
Mabwell U.S.
Shares subject
to options
granted (Note 1) Grant Date
Vesting Start
Date
Vesting
Period
Exercise
Period
Exercise
Price (per
Mabwell
U.S. Share)
Approximate
percentage of the
issued share
capital of Mabwell
U.S. as of the
Latest Practicable
Date
corresponding to
the number of
Mabwell U.S.
Shares subject to
options granted
HUANG Lei /H1118/H1118/H1118/H1118director 5920 Seacrest View
Road, San Diego,
CA 92121
95,000 2023/9/25 2020/3/16 (Note 3) 10 years from
the date of
grant
US$1.52 0.76%
W ANG Y u /H1118/H1118/H1118/H1118/H1118lab manager 3879 Banfield
Lane, San Diego,
CA 92130
85,000 2023/9/25 2023/9/25 (Note 2) 10 years from
the date of
grant
US$1.52 0.68%
TANG Lingyun /H1118/H1118/H1118data analyst 12516 Caminito
Mira Del Mar,
San Diego, CA
92130
75,000 2023/9/25 2023/9/25 (Note 2) 10 years from
the date of
grant
US$1.52 0.60%
W ANG Y ubin
(ˮ๎ⅳ) /H1118/H1118/H1118/H1118/H1118
principal scientist 12619 El Camino
Real, Unit A,
San Diego, CA
92130
80,000 2023/9/25 2021/5/1 (Note 3) 10 years from
the date of
grant
US$1.52 0.64%
Matthew BUJOLD /H1118/H1118senior research
associate
20480 Cooper
Hawk Ct,
Wildomar, CA
92595
50,000 2023/9/25 2021/7/1 (Note 3) 10 years from
the date of
grant
US$1.52 0.40%
YU Meng Ting /H1118/H1118/H1118senior accountant 1213 Benicia
Street, Apt5, San
Diego, CA 92110
75,000 2023/9/25 2022/6/6 (Note 3) 10 years from
the date of
grant
US$1.52 0.60%
LU Hsueh-Chung /H1118/H1118scientist II 8550 Summerdale
Rd, Apt 125, San
Diego, CA 92126
45,000 2023/9/25 2023/6/1 (Note 3) 10 years from
the date of
grant
US$1.52 0.36%
Notes:
(1) No consideration was paid or payable for the options granted.
(2) Mabwell U.S. Shares subject to the options are fully vested on the grant date.
(3) 25% of the total Mabwell U.S. Shares subject to the options are vested on the first anniversary of the vesting start
date, and the remaining portion are vested in 36 successive equal monthly instalments thereafter.
As of the Latest Practicable Date, there are 1,400,000 Mabwell U.S. Share available for grant
in the future under the Mabwell U.S. Plan Limit.
Assuming full vesting and exercise of all outstanding Mabwell U.S. Share options granted
under the Mabwell U.S. Equity Incentive Plan (i.e. 3,600,000 Mabwell U.S. Share options) as of the
Latest Practicable Date, the shareholding of our Company in Mabwell U.S. will be diluted by
approximately 22.36% (i.e. decreasing from 100% to 77.64%).
Assuming full vesting and exercise of all the Mabwell U.S. Share awards available to be
granted under the Mabwell U.S. Plan Limit (i.e. an aggregate of 5,000,000 Mabwell U.S. Share),
the shareholding of our Company in Mabwell U.S. will be diluted by approximately 28.57% (i.e.
decreasing from 100% to 71.43%).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-19 –


--- page 426 ---
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.
Joint Sponsors
CITIC Securities (Hong Kong) Limited and Haitong International Capital Limited satisfy the
independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules.
Each of the Joint Sponsors will receive a fee of US$500,000 for acting as sponsors for the
Listing. As of the Latest Practicable Date, the sponsor fee payable to the Joint Sponsors in
connection with the Listing payable by our Company is US$125,000 in aggregate.
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 32 then Shareholders as of June 30, 2020
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 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.
Restriction on Share Repurchases
For details of the restrictions on share repurchases by our Company, please refer to “Summary
of Articles of Association — Increase, Reduction, Repurchase and Transfer of Shares — Repurchase
of Shares” in Appendix III to this Prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-20 –


--- page 427 ---
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
CITIC Securities (Hong Kong)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A corporation licenced to conduct type 4 (advising on
securities) and type 6 (advising on corporate finance)
regulated activities under the SFO
Haitong International Capital
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A corporation licensed to conduct Type 6 (advising on
corporate finance) of the regulated activities as defined
under the SFO
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants and Registered Public
Interest Entity Auditor under the Accounting and
Financial Reporting Council Ordinance
Jingtian & Gongcheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC legal adviser
Hogan Lovells /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118International sanctions legal advisor
Frost & Sullivan. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Independent industry consultant
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” above 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 respectively included.
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;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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(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) save for the A Shares of our Company that are listed on the Shanghai Stock Exchange
STAR Market, and save for the H Shares to be issued in connection with the Global
Offering, none of the equity and debt securities of our Company, if any, is listed or dealt
with in any other stock exchange nor is any listing or permission to deal being or
proposed to be sought;
(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
(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 Listing Rules.
APPENDIX IV 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 contracts referred to in “Statutory and General Information —
Further Information about Our Business — Summary of Material Contracts” in
Appendix IV to this Prospectus; and
(b) the written consents referred to in “Statutory and General Information — Other
Information — Consents of Experts” in Appendix IV to this Prospectus.
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 http://www.mabwell.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 two 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 material contracts referred to in “Statutory and General Information — Further
Information about Our Business — Summary of Material Contracts” in Appendix IV to
this Prospectus;
(f) the written consents referred to in “Statutory and General Information — Other
Information — Consents of Experts” in Appendix IV to this Prospectus;
(g) the service contracts and letters of appointment referred to in “Statutory and General
Information — Further Information about our Directors, Senior Management and
Substantial Shareholders — Particulars of Directors’ Service Contracts” in Appendix IV
to this Prospectus;
(h) the legal opinions issued by Jingtian & Gongcheng, our PRC Legal Adviser, in respect
of, among other things, the general corporate matters and property interests of our Group
under the PRC law;
(i) the legal memorandum issued by Hogan Lovells, our International Sanctions Legal
Advisors;
(j) the industry report issued by Frost & Sullivan referred to in “Industry Overview”;
(k) a copy of the PRC Company Law, the Securities Law of the PRC, and the Overseas
Listing Trial Measures, together with unofficial English translations; and
(l) the Shanghai Stock Exchange STAR Market Listing Rules, together with an unofficial
English translation.
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
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邁威 （上海） 生物科技股份有限公司
Mabwell (Shanghai) Bioscience Co., Ltd.
Mabwell (Shanghai) Bioscience Co., Ltd.
